---

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

              Monday, January 30, 2017, Vol. 21, No. 29

                            Headlines

1550 BLUE JAY WAY: Taps Goe & Forsythe as Bankruptcy Counsel
16532 ROYALTON: Case Summary & 2 Unsecured Creditors
213 BOND STREET: Taps Gotham Business as Accountant
271 SEA BREEZE: Taps DelBello Donnellan as Legal Counsel
546-548 BROADWAY: Taps Hunrath Napolitano as Accountant

779 STRADELLA: Taps Goe & Forsythe as General Bankruptcy Counsel
800 BUILDING: 1st Equity's Bid for Authority to Foreclose Denied
900 RETAIL: Case Summary & 3 Unsecured Creditors
919 PROSPECT: Ian Krawiecki Gazes Named Ch. 11 Trustee
961-969 WESTCHESTER: Feb. 22 Plan Confirmation Hearing

A PLUS SEWER: Disclosures Okayed, Plan Hearing on Feb. 28
A PLUS SEWER: Unsecureds to Get Payment 51 Mos After Effective Date
ABENGOA BIOENERGY: Committee Co-Proposes Ch. 11 Plan of Liquidation
AC INDUSTRIAL: Plan Confirmation Hearing on Feb. 28
ADVANCED SOLIDS: Seeks to Hire Tranbarger as Accountant

AFFINITY HEALTHCARE: RMS Purchase Agreement Extended to Feb. 8
ALLIANT HOLDINGS: Moody's Keeps B2 Rating on $1.8BB Sec. Facilities
AMC ENTERTAINMENT: Fitch Retains 'B+' IDR on Rating Watch Negative
APPVION INC: Moody's Lowers Corporate Family Rating to Caa1
ARMATO PAVING: Laborers' Funds to Get $80,000 Under Ch. 11 Plan

ARRAY CANADA: Moody's Assigns B2 Corporate Family Rating
ASSOCIATION OF METROAREA: Wants $100,000 DIP Loan from Selch
ATOPTECH INC: Taps Arnold & Porter as Litigation Counsel
ATOPTECH INC: Taps Cowen and Company as Investment Banker
ATOPTECH INC: Taps Dorsey & Whitney as Bankruptcy Counsel

ATOPTECH INC: Taps Grant Thornton as Accountant
ATOPTECH INC: Taps Wilson Sonsini as Special Corporate Counsel
ATOPTECH INC: To Dissolve Taiwan Office, Hires KPMG as Advisor
ATOPTECH INC: U.S. Trustee Unable to Appoint Committee
AURA SYSTEMS: Inks Debt Refinancing Agreement with 6% Stockholder

AURA SYSTEMS: Seeks to Cure SEC Filings Delinquency
AUTUMN COVE: Limited Use of Cash Okayed on Final Basis
AVATAR PACKAGING: Disclosures Okayed, Plan Hearing on March 2
AWR WHOLESALE: Allowed to Continue Using Cash Collateral
AXIOM COMPANIES: Hires Grasl PLC as Counsel

B & B FAMILY: Wants to Use Cash Collateral Through June 30
B FISCHER INDUSTRIES: Hires McAllister Garfield as Counsel
BC AQUISITIONS: Seeks to Hire Bliss Real Estate as Broker
BENJAMIN EYE CARE: Wants Approval to Use Cash Collateral
BIG APPLE CIRCUS: Taps Donlin Recano as Administrative Agent

BILL HALL JR: Returns to Chapter 11 After Case Dismissal
BIOLARGO INC: Files Registration Statement for 36M Common Stock
BIRCH GROVE: Permitted to Use Cash Collateral Through March 1
BJORNER ENTERPRISES: Disclosures OK'd; Plan Hearing on March 10
BLUE BEE: Court Allows Continued of Cash Collateral

BONANZA CREEK: Silo Agrees to $75MM Unsec. Claim and $4.53MM Cash
BROOKS FURNITURE: Wants to Use Wells Fargo Cash Collateral
BULLSEYE TRANSPORT: U.S. Trustee Unable to Appoint Committee
BURGI ENGINEERS: Amends Patten Employment, Excludes Cox, Beatty
C&D PRODUCE: Wants to Continue Using Cash Until April 21

CAESARS ENTERTAINMENT: US Trustee Names New Reps for Committee
CAMBER ENERGY: Provides Operational Update
CHAPARRAL ENERGY: Feb. 27 Plan Voting Deadline
CHARLES STREET: Taps Elliott Gottschalk as Real Estate Appraiser
CIRCULATORY CENTERS: Taps Lampl Law Offices as Legal Counsel

CITI CARS: CanUse NextGear Cash Collateral on Interim Basis
CLARK-CUTLER: Debtors, Panel Hire GlassRatner as Fin'l Consultant
COSI INC: Has Until January 31 to File Chapter 11 Plan
DAP VENTURES: Unsecureds to Get $7,343.03 Over 60 Months
DEASY ASSOCIATES: Hingham Institution to Get $785.33 Per Month

DELUXE CORP: S&P Affirms 'BB' CCR on Check Printing Dependency
DENNIS RAY JOHNSON: Trustee Taps Hoyer as Special Counsel
DIADEM ENTERPRISES: Taps Williams & Williams as Auctioneer
DON GREEN FARMS: Taps Suwannee Realty as Realtor
DORCH COMMUNITY: Plan Confirmation Hearing on Feb. 21

DOWLING COLLEGE: Committee Taps SilvermanAcampora as Legal Counsel
DURANGO GEORGIA: Court Says ERISA Controls PBGC Claim Calculation
EASTERN OUTFITTERS: Versa Shopping EMS & Bob's, NY Post Says
EDGE FINANCIAL: Names Robert Bassel as Bankruptcy Counsel
EMPRESA LOCAL: Disclosure Statement Hearing Set for March 1

EMPRESA LOCAL: Unsecureds to Recoup 100% Under Plan
EMPRESAS PLAYA: U.S. Wants Ban on Access to Cash Collateral
ENERGY TRANSFER: Fitch Assigns BB+/R1 Rating to Secured Term Loan
EPICENTER PARTNERS: Hires CBRE as Real Estate Broker
EPICENTER PARTNERS: Panel Hires Johnson as Valuation Expert

ERIK BUELL RACING: To Shut Down Operations
EXACT PLUMBING: Court Allows Cash Collateral Use
FALCON AEROSPACE: S&P Assigns Prelim. BB Rating on Class C Loans
FANNIE MAE & FREDDIE MAC: Kroll Rating Agency Relies on Urban Myths
FEAST HOUSE: Seeks Authorization to Use IRS Cash Collateral

FERGUSON CONVALESCENT: Ch.11 Trustee Hires Derderian as Accountant
FERRO CORP: Moody's Affirms Ba3 Corporate Family Rating
FERRO CORP: S&P Affirms 'BB-' CCR; Outlook Stable
FIRST DATA: Fitch Rates $1.3BB Term Loan Due 2020 'BB'
FIRST PHOENIX-WESTON: Sabra to be Paid at 4% Per Annum Over 35 Yrs

FIRST PHOENIX-WESTON: Seeks March 11 Plan Solicitation Extension
FOGGIA REAL: Authorized to Use Cash Collateral Through February 9
FORBES ENERGY: Selling Aged Trucks and Trailers for $668K
FRAC SPECIALISTS: Disclosures OK'd; Plan Hearing on March 21
FREMONT-RIDEOUT HEALTH: Moody's Lowers Rating on $112MM Debt to B1

FRESH & EASY: Committee Taps Gellert Scali as Special Counsel
FTZ NETWORKS: Court Conditions Use of IBERIABANK Cash Collateral
GANDER MOUNTAIN: Lazard on Board as Advisor, NY Post Says
GARDEN FRESH: Hires Grant Thornton for Tax Services
GATEWAY ENTERTAINMENT: 31st Street Objects to Plan Outline

GATEWAY ENTERTAINMENT: Trusts Object to Disclosure Statement
GERALEX INC: Disclosure Statement Conditionally Approved
GLACIERVIEW HAVEN: Trustee Hires Quackenbush & Hansen as Accountant
GOODMAN NETWORKS: Moody's Cuts PDR to D-PD Following Bankruptcy
GRAND VOLUTE: Can Continue Using Cash Collateral Until February 23

GREEN FUEL: Hires Davis Miles as Attorney
GREEN FUEL: Seeks Court Approval for Cash Collateral Use
HAIMARK LINE: Seeks to Hire Manning Fulton as Special Counsel
HANSELL/MITZEL LLC: Taps Windermere Real Estate as Broker
HANSELL/MITZEL: U.S. Trustee Unable to Appoint Committee

HEXION INC: Moody's Rates $225MM Senior Secured Notes at Caa3
HEXION INC: Proposes $200 Million Debt Offering
HEXION INC: S&P Assigns 'CCC' Rating to New $200MM Notes
HOMEJOY LLC: Hires Fineman West as Accountant
HORIZON GLOBAL: S&P Raises Rating on Sr. Sec. Term Loan to 'B+'

IASIS HEALTHCARE: Moody's Affirms B2 Corporate Family Rating
INFOR (US): Fitch Assigns 'BB/RR1' Rating to $2.40BB Term Loan
INFOR INC: S&P Lowers CCR to 'B-' on Elevated Leverage
INTEGRATED FREIGHT: Notifies SEC of Stock Registration Termination
INTERFACE SECURITY: S&P Lowers CCR to 'CCC' on Upcoming Maturities

INTERNATIONAL SHIPHOLDING: Taps Thompson Hine as Special Counsel
INTERPACE DIAGNOSTICS: Expects to Close Stock Offering
IOWA HEALTHCARE: Creditors' Panel Taps Pepper Hamilton as Counsel
J & J CHEMICAL: Taps Robinson & Tribe as Counsel
JARRET CORN: Barrett, et al., Try to Block Disclosures Approval

JARRET CORN: TD Auto Finance to Recover 100% Under Plan
JEFFREY L. MILLER: Hire Cohen CPA as Accountant
JO-JO HOLDINGS: Committee Taps Cooley LLP as Lead Counsel
JOAN KATHRYN LIVDAHL: Creditor Seeks Approval of Ch. 11 Trustee
KAISER GYPSUM: PI Panel Hires Anderson Kill as Special Counsel

KAISER GYPSUM: PI Panel Hires Legal Analysis Systems as Consultant
KAMA MANAGEMENT: Condado 5  Wants to Stop Cash Use
KEN'S CUSTOM:  Can Use IRS Cash Collateral Through March 17
KENDALL LAKE: Court Denies Approval of Plan Outline
KEURIG GREEN: S&P Raises CCR to 'BB' on EBITDA Expansion Forecast

KOHN FUNERAL: U.S. Trustee Unable to Appoint Committee
KUEHG CORP: Moody's Affirms B3 CFR, Outlook Stable
L & R FAMILY: Disclosures Conditionally OK'd; Hearing on March 8
LAVA ENTERPRISES: Gets Conditional Approval of Ch. 11 Plan
LAW-DEN NURSING: Hires Michigan Business Advisor as Accountant

LENSAR INC: Exit Plan to Pay Unsecured Creditors in Full
LIFE PARTNERS: Thompson & Knight Seeks Payment of $26M in Fees
LIMETREE BAY: Moody's Assigns Ba3 Rating to $440MM Term Loan
LIMETREE BAY: S&P Assigns Prelim. 'BB-' Rating on $440MM Term Loan
LIVE OAK: Can Continue Using Cash Collateral Until February 28

LOMAX HACKING: Amends Treatment of Priority Tax, Secured Claims
LOWELL & SONS: Plan Filing Deadline Moved to Feb. 24
LOYD P. CADWELL: Class Suit Over Bankr. Retainer Fees Dismissed
LSB INDUSTRIES: BlackRock Reports 8.6% Equity Stake as of Dec. 31
LSF 10 CEDAR: Moody's Assigns 'B2' Corporate Family Rating

LUKE'S LOCKER: Dallas Running Store in Chapter 11
MABLETON LLC: Hearing on Disclosure Statement Set For Feb. 23
MADDD WEST: Unsecureds to be Fully Paid from Exit Facility Proceeds
MAGNOLIA BREWING: Taps Baker Tilly as Investment Banker
MASTEC INC: S&P Revises Outlook to Stable & Affirms 'BB' CCR

MATRIX LUXURY: Unsecureds to be Paid From Sale Proceeds at 4%
MAXI CONTAINER: Disclosures Has Prelim. OK; Plan Hearing on Feb. 24
MERCHANTS BANKCARD: Court OKs Additional DIP Loan, Cash Use
MERRIMACK PHARMACEUTICALS: BlackRock Has 8.4% Stake as of Dec. 31
MIDLAND HI LODGING: Voluntary Chapter 11 Case Summary

MIDWEST ASPHALT: Can Use Callidus Capital Cash on Interim Basis
MIDWEST ASPHALT: Taps Larkin Hoffman as Counsel
MIDWEST QUALITY: Unsecured Creditors to Get $50,000 Under Plan
MILK SPECIALTIES: Loan Repricing No Impact on Moody's B2 CFR
MOHAVE AGRARIAN: Taps AZ Agriculture Solutions as Water Expert

MOSES INC: Court Moves Plan Filing Deadline to February 10
MOUNTAIN WEST VALVE: Seeks to Hire Trader Roberts as Accountant
NATIONAL VISION: Moody's Hikes CFR to B2; Outlook Stable
NATIONAL VISION: S&P Affirms 'B' CCR on Continued Growth
NAVIENT CORP: S&P Lowers ICR to 'BB-' on Litigation Risk

NES RENTALS: S&P Puts 'B' CCR on CreditWatch Positive
NEVADA GAMING: Committee Taps Brinkman Portillo as Legal Counsel
NEW COUNTRY WIRELESS: Court Allows Use of Northern Bank Cash
NEW COUNTRY WIRELESS: Hires Verdolino & Lowey as Fin'l Advisors
NIELSEN COMPANY: Moody's Rates New $500MM Sr. Unsec. Notes B1

NIELSEN HOLDINGS: S&P Puts 'BB+' CCR on CreditWatch Negative
NOBLE ACADEMY: S&P Affirms 'BB+' Rating on $20.5MM Revenue Bonds
NORDICA SOHO: Has Until March 31 to Solicit Acceptances to Plan
NORTH CENTRAL FLORIDA YMCA: Can Use Cash on Interim Basis
NORTHERN OIL: BlackRock Reports 9.2% Equity Stake as of Dec. 31

NORTHWEST PEDIATRIC: Unsecureds to Recover 100% Over 5 Years
OFF THE BOAT: Can Continue Using Cash Collateral Until April 30
OFF THE BOAT: Can Use Everett Cooperative Bank Cash Until Apr. 30
OLIVE BRANCH: Can Use Cash Collateral Through Jan. 31
OLIVE BRANCH: Seeks to Use Cash Collateral Through March 31

OMEROS CORP: BlackRock Reports 7.5% Equity Stake as of Dec. 31
ONCOLOGY INSTITUTE: Taps Gonzalez-Cordero as Legal Counsel
OSBORN RESTAURANT: Taps James F. Kahn as Legal Counsel
OTS CAPITAL: Hires King Industrial as Real Estate Agent
OUTER HARBOR: U.S. Trustee Forms 3-Member Committee

OUTSIDE PLANT: Committee Taps Sender Wasserman as Counsel
OYSTER COMPANY: Seeks to Hire Harris Hardy as Accountant
OYSTER COMPANY: Taps Tavenner & Beran as Legal Counsel
PANAMA CITY INVESTMENTS: Asks For Conditional OK of Plan Outline
PARAGON OFFSHORE: Hires Deloitte LLP as UK Restructuring Advisor

PARAGON OFFSHORE: Needs Until March 31 to File Chapter 11 Plan
PARAGON OFFSHORE: U.S. Trustee Forms 3-Member Committee
PATRIOT METALS: Hires Nelson & McKay as Accountant
PEABODY ENERGY: Unsecureds May Recoup Up to 99% Under Plan
PERFORMANCE SPORTS: Seeks Approval of Asset Purchase Agreement

PERPETUAL ENERGY: S&P Raises CCR to 'CCC-'; Outlook Negative
PETTERS COMPANY: Court Narrows Claims in Suit vs. Opportunity
PETTERS COMPANY: DZ Bank's Judgment on Pleadings Bid Partly Granted
PF2 NEWCO: Moody's Assigns 'B1' Corporate Family Rating
PHARMACOGENETICS DIAGNOSTIC: Allowed to Use Cash Until March 1

PIEDMONT MINOR: Says PCO Appointment Not Necessary
PK IN TOWN: Seeks to Use Bank United Cash Collateral
PLASKOLITE LLC: Proposed Amendment Credit Neutral, Moody's Says
PLAZA BROADWAY: Taps Eric A. Liepins P. C. as Counsel
PORTAGE ELECTRIC: Seeks to Hire Applegate as Accountant

PORTER BANCORP: Marc Satterthwaite Quits as Director
PORTER BANCORP: Reported 2016 Net Loss Narrowed to $2.7 Million
POST EAST: Can Use Connect REO Cash Collateral Until February 28
PRA HEALTH: S&P Raises CCR to 'BB'; Outlook Positive
PRO CONSTRUCTION: Seeks 90-Day Plan Filing Extension

QUANTUM CORP: Reports Fiscal Third Quarter 2017 Results
RALSTON-LIPPINCOTT: Case Summary & Top Unsecured Creditors
RCR CAR CARE: Unsecureds to Recover 12.5% Under Plan
REVOLVE SOLAR: Disclosures OK'd; Plan Hearing on March 21
RHINO EXCAVATING: Taps Dennis Brumfield as Accountant

ROBISON TIRE: Taps Corlew Munford as Special Counsel
ROZEL JEWELER'S: Unsecureds to Recoup 17% Under Plan
RSG REAL ESTATE: Taps Goldstein Bershad & Fried as Counsel
RYCKMAN CREEK: Seeks April 28 Plan Filing Period Extension
S&P ENTERPRISES: Agent OK'd to Clawback Over $177K from Patel

SABRA HEALTH: Fitch Affirms 'BB+' Long-Term Issuer Default Rating
SCOTIA ATLANTIC: Bids for Wood Pellet Facility Due Feb. 28
SEARS HOLDINGS: Fitch Affirms 'CC' LT Issuer Default Ratings
SELECT MEDICAL: S&P Rates $1.55MM Sr. Secured Credit Facilities BB-
SERVICEBURY LLC: Taps Edward McLaughlin as Special Counsel

SEVEN GROUP: Continues to Dispute Lenders' Secured Claim
SILO CITY: Case Summary & 17 Unsecured Creditors
SILVER LAKE: Unsecureds To Be Fully Paid With Interest
SIMPLEXITY LLC: Court Narrows Claims in Suit v. Versa Capital
SINDESMOS HELLINIKES: Wants Plan Filing Deadline Moved to March 3

SINGLETON CREEK: Hires Gilbert Harrell as Special Counsel
SINGLETON CREEK: Seeks Authorization to Use Cash Collateral
SIRGOLD INC: DOJ Watchdog Wants A. Nisselson as Ch. 11 Trustee
SISTERS HOME: Taps Collins Vella as Attorney
SMART WORLDWIDE: S&P Revises Outlook to Stable & Affirms 'B' CCR

SPI ENERGY: LDK New Energy Holds 21.7% of Shares as of Jan. 25
SPIN CITY EC: Unsecured Creditors to Get Nothing Under Exit Plan
STEINY AND COMPANY: Has Until March 31 to Use Cash Collateral
STEWART RAY DUDLEY: Creditors Seek Approval of Ch. 11 Trustee
STRINGER FARMS: Taps Brosier & Buchanan as Accountant

SUNEDISON INC: Sale of C&I Business to MyPower for $9.5M Approved
SUNEDISON INC: TerraForm Has Acquisition Proposal From Brookfield
SUNEDISON INC: TerraForm Wants DE Shaw Suit Moved to Bankr. Court
SUNEDISON INC: Working on Settlement with TerraForm Entities
SUPERIOR LINEN: DOJ Watchdog Seeks Ch. 11 Trustee, Ch. 7 Conversion

SUPERIOR LINEN: Seeks Second DIP Loan With RD VII Investments
TALOS ENERGY: S&P Lowers CCR to 'CCC+' on Inadequate Liquidity
TANGELO GAMES: Satisfies Conditions to Waiver & Amendment
TARA RETAIL: Bankruptcy Filing Halts Sale of Shuttered Mall
TELENTOS CONSTRUCTION: Seeks to Hire Rosenberg as Legal Counsel

TELESAT CANADA: Moody's Rates US$2.4BB Term Loan at Ba3
TIDEWATER INC: Receives Limited Waiver Extensions from Lenders
TIME WARNER: Moody's Affirms Ba1 Debt Rating, Outlook Stable
TOOLING SCIENCE: Dennis Vlasek to Get $909 per Month for 5 Yrs.
TREND COMPANIES: Authorized to Use First Financial Cash Collateral

TRIBE BUYER: Moody's Assigns B2 Corporate Family Rating
TRIBE BUYER: S&P Assigns 'B' CCR on High Adjusted Leverage
TRINIDAD DRILLING: Moody's Rates Proposed US$350MM Debt at Caa1
TS WAXAHACHIE: Seeks to Hire Chesnutt as Legal Counsel
UBK A LLC: Taps McNally & Associates as Legal Counsel

UNITED CONTINENTAL: Fitch Assigns BB/RR4 Rating to Unsec. Notes
UNITED MOBILE: Court Extends Cash Collateral Period to Feb. 28
US FLIGHT ACADEMY: Seeks to Hire Steven Stone as Accountant
USA SALES: Court Extends Plan Filing Deadline to April 28
USA SALES: Has Approval to Use Zeenat Hirani Cash Collateral

VENUS HOSPITALITY: Western Commerce to Get $130,597 from Settlement
VETTED INTERNATIONAL: Case Summary & 20 Top Unsecured Creditors
VIRGIN ISLANDS PFA: S&P Lowers Rating on GRT Loan Notes to 'B-'
VIRGIN ISLANDS WPA: Moody's Lowers Senior Bond Rating to Caa1
WD WOLVERINE: Moody's Lowers Corporate Family Rating to Caa1

WET SEAL: Shutters 171 Remaining Stores
WHITESBURG REALTY: Court Allows Continued Use of Cash Collateral
WK CAPITAL: AirMD Buying Wichita Property for $1.4 Million
WK CAPITAL: Operator of 56 Pizza Hut Restaurants File for Ch. 11
WK CAPITAL: Wants $400K DIP Financing From INTRUST Bank

WOMEN'S WELLNESS: Montecito Medical to Recoup 32% Under Plan
XTERA COMMUNICATIONS: Auction Canceled, Sale Hearing Today
XTERA COMMUNICATIONS: Creditors Panel Challenges Lenders' Liens
XTERA COMMUNICATIONS: H.I.G Buying All Assets for $10 Million
YAHWEH CENTER: Court Grants Plea for Document Production

YOGA SMOGA: Hires Broderick Firm as Accountants
YOGA SMOGA: Hires Meyer Souzzi as Counsel
YOGI CARPET: Authorized to Utilize Cash Collateral Until March 9
ZION PARK: Moody's Hikes Rating on GOULT Bonds From Ba1
[*] 5th Cir. Rejects Bankr. Lawyer's Appeal on Prison Sentence

[*] Esquify, QDiscovery Unveil eDiscovery Strategic Partnership
[^] BOND PRICING: For the Week from January 23 to 27, 2017

                            *********

1550 BLUE JAY WAY: Taps Goe & Forsythe as Bankruptcy Counsel
------------------------------------------------------------
1550 Blue Jay Way, LLC, a Delaware limited liability company, seeks
authorization from the U.S. Bankruptcy Court for the Central
District of California, Santa Ana Division, to employ Goe &
Forsythe, LLP as general bankruptcy counsel.

The services the Firm will render are:

     A. To advise and assist the Debtor with respect to compliance
with the requirements of the United States Trustee;

     B. To advise the Debtor regarding matters of bankruptcy law,
including the rights and remedies of Debtor in regard to her assets
and with respect to the claims of creditors;

     C. To represent or assist the Debtor and/or other
professionals in any proceedings or hearings in the Bankruptcy
Court and in any action in any other court where the Debtor's
rights under the Bankruptcy Code may be litigated or affected;

     D. To conduct examinations of witnesses, claimants, or adverse
parties and to prepare and assist in the preparation of reports,
accounts, and pleadings related to this Chapter 11 case;

     E. To advise the Debtor concerning the requirements of the
Bankruptcy Court and applicable rules as the same affect the Debtor
in this proceeding;

     F. To assist the Debtor in negotiation, formulation,
confirmation, and implementation of a Chapter 11 plan of
reorganization;

     G. To make any bankruptcy court appearances on behalf of the
Debtor; and

     H. To take such other action and perform such other services
as the Debtor may require of the Firm in connection with this
Chapter 11 case.

The Firm's current hourly rates are:

     Professionals     Hourly Rate

     Robert P. Goe       $300.00
     Marc C. Forsythe    $300.00
     Associates
     Donald W. Reid      $300.00
     Charity J. Miller   $295.00
     Legal Assistants
     Kerry A. Murphy     $140.00

The Firm has agreed to receive a retainer of $12,500.00. The Firm
received the retainer from Wilson Keadjian Browndorf, LLP. The Firm
is not a creditor of the Debtor as of the date and time of the
filing of the Petition.

Marc C. Forsythe attests that the firm is a disinterested person
within the meaning of 11 U.S.C. Section 101(14). Furthermore, the
Firm does not have an interest adverse to Debtor’s estate in
accordance with 11 U.S.C. Section 327.

The Firm can be reached through:

     Marc C Forsythe, Esq.
     GOE & FORSYTHE, LLP
     18101 Von Karman Avenue Ste 1200
     Irvine, CA 92612
     Tel: 949-798-2460
     Fax: 949-955-9437
     E-mail: kmurphy@goeforlaw.com

                         About 1550 Blue Jay Way, LLC

1550 Blue Jay Way, LLC, a Delaware Limited Liability Company, of
Newport Beach, CA, filed a Chapter 11 petition (Bankr. C.D. Cal.
Case No. 16-15171) on December 22, 2016. The petition was signed by
Jeffrey Yohai, managing member of Baylor Holding, LLC. Hon.
Catherine E. Bauer presided this case. The Debtor is represented by
Marc C. Forsythe, Esq. of Goe & Forsythe, LLP. The Debtor disclosed
$1 million to $10 million in assets and liabilities at the time of
the filing.


16532 ROYALTON: Case Summary & 2 Unsecured Creditors
----------------------------------------------------
Debtor: 16532 Royalton Road, LLC
        2454 Shadow Ridge Lane
        Fairlawn, OH 44333

Case No.: 17-50170

Nature of Business: Single Asset Real Estate

Chapter 11 Petition Date: January 26, 2017

Court: United States Bankruptcy Court
       Northern District of Ohio (Akron)

Judge: Hon. Alan M. Koschik

Debtor's Counsel: Michael A. Steel, Esq.
                  BRENNAN, MANNA & DIAMOND, LLC
                  75 East Market Street
                  Akron, OH 44308
                  Tel: 330-374-7471
                  Fax: 330-374-7472
                  E-mail: masteel@bmdllc.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Scott A. Brown, manager.

A copy of the Debtor's list of two unsecured creditors is available
for free at http://bankrupt.com/misc/ohnb17-50170.pdf


213 BOND STREET: Taps Gotham Business as Accountant
---------------------------------------------------
213 Bond Street Inc. seeks approval from the U.S. Bankruptcy Court
for the Eastern District of New York to hire an accountant.

The Debtor proposes to hire Gotham Business Consultants Ltd. to
review tax claims, prepare financial projections, give advice on
accounting-related or tax-related aspects of any bankruptcy plan,
and provide other accounting services.

Gotham will be paid an hourly rate of $250 for its services.

Joseph Castoro, president of Gotham, disclosed in a court filing
that his firm is a "disinterested person" as defined in section
101(14) of the Bankruptcy Code.

The firm can be reached through:

     Joseph S. Castoro
     Gotham Business Consultants Ltd.
     3836 Flatlands Avenue
     Brooklyn, NY 11234

                    About 213 Bond Street Inc.

213 Bond Street Inc. owns 213 Bond St, a commercial located at 213
Bond St, Brooklyn, NY 11217, in the area is commonly known as
Gowanus.  213 Bond Street Inc filed a voluntary petition for relief
under chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No.
16-45132) oln November 15, 2016, listing under $1 million in both
assets and liabilities.  Lawrence Morrison, Esq., at Morrison
Tenenbaum PLLC, serves as counsel to the Debtor.

The primary impetus for the Debtor's chapter 11 filing was a
pending foreclosure action commenced by JP Morgan Chase Bank N.A.
on the property located at 213 Bond Street, Brooklyn, New York.

On January 20, 2017, the Debtor filed a Chapter 11 plan of
reorganization, which will be funded from the proceeds generated
from the sale of its property in Brooklyn, New York.  The plan
proposes to pay in full general unsecured claims estimated to total
approximately $6,500.


271 SEA BREEZE: Taps DelBello Donnellan as Legal Counsel
--------------------------------------------------------
271 Sea Breeze Avenue LLC seeks approval from the U.S. Bankruptcy
Court for the Eastern District of New York to hire legal counsel in
connection with its Chapter 11 case.

The Debtor proposes to hire DelBello Donnellan Weingarten Wise &
Wiederkehr, LLP to give legal advice regarding its duties under the
Bankruptcy Code, negotiate with creditors, give advice regarding
any potential sale of its business, assist in the preparation of a
bankruptcy plan, and provide other legal services.

The hourly rates charged by the firm for its attorneys range from
$375 to $620.  Paraprofessionals are paid $150 per hour.

Jonathan Pasternak, Esq., at DelBello, disclosed in a court filing
that his firm is a "disinterested person" as defined in section
101(14) of the Bankruptcy Code.

The firm can be reached through:

     Jonathan S. Pasternak, Esq.
     Julie Cvek Curley, Esq.
     DelBello Donnellan Weingarten
       Wise & Wiederkehr, LLP
     One North Lexington Avenue
     White Plains, NY 10601
     Email: (914) 681-0200

                   About 271 Sea Breeze Avenue

271 Sea Breeze Avenue LLC sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. E.D.N.Y. Case No. 17-40216) on January 19,
2017.  The petition was signed by Jonathan Rubin, manager.  The
case is assigned to Judge Elizabeth S. Stong.

At the time of the filing, the Debtor disclosed $10.0 million in
assets and $19.5 million in liabilities.

No trustee, examiner or statutory committee has been appointed in
the Debtor's case.


546-548 BROADWAY: Taps Hunrath Napolitano as Accountant
-------------------------------------------------------
546-548 Broadway Condo Association seeks approval from the U.S.
Bankruptcy Court for the District of New Jersey to hire an
accountant.

The Debtor proposes to hire Hunrath, Napolitano, Quigley & Taylor,
LLC to prepare its monthly operating reports, file yearly corporate
returns and financial statements, and provide other accounting
services.

The rate charged by the firm for its partners is $250 per hour.
Meanwhile, the hourly rate for its staff ranges from $125 to $200.

Philip Hunrath, a certified public accountant and a partner at
Hunrath Napolitano, disclosed in a court filing that his firm is
"disinterested" as defined in section 101(14) of the Bankruptcy
Code.

The firm can be reached through:

     Philip Hunrath
     Hunrath, Napolitano, Quigley & Taylor, LLC
     152 Central Avenue, 2nd Floor
     Clark, NJ 07066
     Phone: +1 732-499-0707

                     About 546-548 Broadway

546-548 Broadway Condo Association sought protection under Chapter
11 of the Bankruptcy Code (Bankr. D. N.J. Case No. 16-33683) on
December 13, 2016.  Middlebrooks Shapiro, P.C. serves as the
Debtor's legal counsel.  At the time of the filing, the Debtor
estimated assets of less than $1 million and liabilities of less
than $100,000.


779 STRADELLA: Taps Goe & Forsythe as General Bankruptcy Counsel
----------------------------------------------------------------
779 Stradella, LLC, a Delaware limited liability company, seeks
authorization from U.S. Bankruptcy Court for the Central District
of California, Santa Ana Division, to employ Goe & Forsythe, LLP,
as general bankruptcy counsel.

The Debtor requires the services of the Firm:

     a. To advise and assist the Debtor with respect to compliance
with the requirements of the United States Trustee;

     b. To advise the Debtor regarding matters of bankruptcy law,
including the rights and remedies of the Debtor in regard to her
assets and with respect to the claims of creditors;

     c. To represent or assist the Debtor and/or other
professionals in any proceedings or hearings in the Bankruptcy
Court and in any action in any other court where Debtor's rights
under the Bankruptcy Code may be litigated or affected;

     d. To conduct examinations of witnesses, claimants, or adverse
parties and to prepare and assist in the preparation of reports,
accounts, and pleadings related to this Chapter 11 case;

     e. To advise the Debtor concerning the requirements of the
Bankruptcy Court and applicable rules as the same affect the Debtor
in this proceeding;

     f. To assist the Debtor in negotiation, formulation,
confirmation, and implementation of a Chapter 11 plan of
reorganization;

     g. To make any bankruptcy court appearances on behalf of the
Debtor; and

     h. To take such other action and perform such other services
as the Debtor may require of the Firm in connection with this
Chapter 11 case.

Marc C. Forsythe attests that the Firm is a disinterested person
within the meaning of 11 U.S.C. Section 101(14). Furthermore, the
Firm does not have an interest adverse to the Debtor's estate in
accordance with 11 U.S.C. Section 327.

The Firm's current hourly rates are:

         Professionals    Hourly Rate

     Robert P. Goe          $300.00
     Marc C. Forsythe       $300.00
     Associates
     Donald W. Reid         $300.00
     Charity J. Miller      $295.00
     Legal Assistants
     Kerry A. Murphy        $140.00

The Firm has agreed to receive a retainer of $12,500.00. The Firm
received the retainer from Wilson Keadjian Browndorf, LLP. The Firm
is not a creditor of the Debtor as of the date and time of the
filing of the Petition.

The Firm can be reached through:

     Marc C. Forsythe
     GOE & FORSYTHE, LLP
     18101 Von Karman Avenue, Suite 1200
     Irvine, CA 92612
     Tel (949) 798-2460
     Fax (949) 955-9437
     Email: mforsyth@goeforlaw.com

                              About 779 Stradella, LLC

779 Stradella, LLC, a Delaware Limited Liability Company, of
Newport Beach, CA, filed a Chapter 11 petition (Bankr. C. D. Cal.
Case No. 16-15156) on December 21, 2016. The petition was signed by
Jeffrey Yohai, managing member of Baylor Holding, LLC.  The Hon.
Catherine E. Bauer presided this case. The Debtor is represented by
Marc C Forsythe, Esq. of Goe & Forsythe, LLP. The Debtor disclosed
$1 million to $10 million in assets and liabilities at the time of
the filing.


800 BUILDING: 1st Equity's Bid for Authority to Foreclose Denied
----------------------------------------------------------------
Judge Jacqueline P. Cox of the United States Bankruptcy Court for
the Northern District of Illinois, Eastern Division, denied the
motion filed by 1st Equity Bank Northwest for entry of an order
authorizing it to file a foreclosure case against 1016 West
Hollywood, LLC, and The 800 Building, Debtor, in state court and
for findings that neither the automatic stay nor the plan
injunction prohibits it from doing so.

The Joint Chapter 11 Plan of Debtors 1016 West Hollywood, LLC and
the 800 Building, LLC was confirmed on January 22, 2016.  

Judge Cox found that 1st Equity's motion is a core matter
concerning the administration of the estate regarding which the
bankruptcy court may enter a final order.  The judge explained that
although the subject matter jurisdiction of a bankruptcy court is
greatly reduced following confirmation of a Chapter 11 Plan, this
does not mean that there is no post-confirmation jurisdiction and
that the role of the bankruptcy court ends.  The judge stated that
the court retains jurisdiction to protect the confirmation order,
to prevent interference with the execution of the Plan and to
otherwise aid in the Plan's operation.  Judge Cox also pointed out
that no final decree has been entered and the bankruptcy cases have
not been closed.

Judge Cox concluded that it would be premature to send the matter
to state court when the bankruptcy case is still open and
transactions required by the confirmation order have not been
completed.

A full-text copy of Judge Cox's January 18, 2017 memorandum opinion
is available at http://bankrupt.com/misc/ilnb15-17314-166.pdf

                      About The 800 Building

The 800 Building, LLC, owns and operates two adjacent but related
rental properties in downtown Louisville, Kentucky: (a) a 246-unit
residential apartment building known as The 800 Building, with a
street address of 800 South 4th Street; and (b) a 48-slot parking
garage, with a street address of 820 South 4th Street.  1016 West
Hollywood, LLC, owns an apartment building commonly known as 1016
West Hollywood Avenue, Chicago, Illinois.  The companies are owned
by Leon and Helen Petcov and are managed by Leon Petcov.

The 800 Building sought Chapter 11 protection (Bankr. N.D. Ill.
Case No. 15-17314) on May 15, 2015.  The Debtor disclosed
$21,564,298 in assets and $33,706,487 in liabilities as of the
Chapter 11 filing.

1016 West Hollywood sought Chapter 11 protection (Bankr. N.D. Ill.
Case No. 14-02696) on Jan. 29, 2014.  The Debtor estimated assets
and debt of $1 million to $10 million.

The cases are assigned to Judge Jacqueline P. Cox.  

The Debtors tapped Phillip W. Nelson, Esq., at Locke Lord LLP, in
Chicago, as counsel.


900 RETAIL: Case Summary & 3 Unsecured Creditors
------------------------------------------------
Debtor: 900 Retail 101, LLC
        900 Biscayne Blvd #105
        Miami, FL 33132

Case No.: 17-10942

Nature of Business: Single Asset Real Estate

Chapter 11 Petition Date: January 26, 2017

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

Judge: Hon. Robert A Mark

Debtor's Counsel: Alberto M. Cardet, Esq.
                  ALBERTO M. CARDET, P.A.
                  1330 Coral Way #301
                  Miami, FL 33145
                  Tel: (305) 403-7783
                  Fax: (305) 403-7824
                  E-mail: alcardet@gmail.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Jose F. Fena, manager.

A copy of the Debtor's list of three unsecured creditors is
available for free at http://bankrupt.com/misc/flsb17-10942.pdf


919 PROSPECT: Ian Krawiecki Gazes Named Ch. 11 Trustee
------------------------------------------------------
William K. Harrington, the United States Trustee for the Southern
District of New York, notified the U.S. Bankruptcy Court for the
Southern District of New York that Ian Krawiecki Gazes, Esq., was
appointed Chapter 11 trustee for 919 Prospect Ave, LLC, on January
26, 2017.

The U.S. Trustee can be reached at:

     William K. Harrington     
     U.S. DEPARTMENT OF JUSTICE
     Office of the United States Trustee
     201 Varick Street, Room 1006
     New York, NY 10014
     Tel. (212) 510-0539

The U.S. Trustee is represented by Andrea B. Schwartz, Esq.

            About 919 Prospect Ave LLC

919 Prospect Ave LLC filed a Chapter 11 petition (Bankr. S.D. N.Y.
Case No.: 16-13569) on December 22, 2016, and is represented by
Avrum J. Rosen, Esq., in Huntington, New York.

At the time of filing, the Debtor had $5 million in total assets
and $2.40 million in total liabilities.

The petition was signed by Seth Miller, managing member.

The Debtor did not include a list of its largest unsecured
creditors when it filed the petition.

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

        http://bankrupt.com/misc/nysb16-13569.pdf


961-969 WESTCHESTER: Feb. 22 Plan Confirmation Hearing
------------------------------------------------------
The Hon. Shelley C. Chapman of the U.S. Bankruptcy Court for the
Southern District of New York has conditionally approved 961-969
Westchester Avenue Corp.'s third amended disclosure statement dated
Jan. 12, 2017, referring to the Debtor's fifth amended plan of
reorganization dated Jan. 12, 2017.

A joint hearing regarding the adequacy of the Disclosure Statement
and confirmation of the Plan will be held on Feb. 22, 2017, at
11:00 a.m. (EST).

Any objection to the Disclosure Statement or confirmation of the
Plan must be filed by Feb. 15, 2017.  Acceptance or rejection of
the Plan will be in writing on the ballot and must be submitted by
Feb. 15, 2017.

As reported by the Troubled Company Reporter on Jan. 16, 2017, the
Debtor filed with the Court a third amended disclosure statement
describing its fifth amended plan of reorganization, dated Jan. 6,
2017.  According to the Plan, Class 3 consists of the allowed
secured claim of Rusi Holding Corp. secured by a mortgage on the
Property.  The Debtor has agreed that the claim is allowed and is
permitted to credit bid its allowed claim at the auction sale.  The
claim is approximately $660,000, including postpetition legal fees
of $65,000.  Rusi will be paid its allowed claim in full from the
proceeds of the sale of the property after payment of the claims of
Classes 1 and 2 (and the payment of the Maltz Auctioneer fees
through a buyer's premium) or through its credit bid if it is the
successful bidder.  This class is unimpaired in that it is being
its full allowed claim and may not vote on the Plan.

             About 961-969 Westchester Avenue

961-969 Westchester Ave. Corp. is headquartered in Bronx, New York.
It owns a vacant parcel of property located 961-969 Westchester
Avenue, in Bronx, New York, which is adjacent to a developed
property owned by the Debtor's principal, Janet Bhoopsingh.

The Debtor filed for Chapter 11 bankruptcy protection (Bankr.
S.D.N.Y. Case No. 15-12869) on Oct. 26, 2015, estimating its assets
and liabilities at between $1 million and $10 million each.  Judge
Shelley C. Chapman presides over the case.


A PLUS SEWER: Disclosures Okayed, Plan Hearing on Feb. 28
---------------------------------------------------------
A Plus Sewer & Water Co. is now a step closer to emerging from
Chapter 11 protection after a bankruptcy court approved the outline
of its plan of reorganization.

The U.S. Bankruptcy Court in Utah on Jan. 24 conditionally approved
A Plus' disclosure statement, allowing the company to begin
soliciting votes from creditors for its plan.

The bankruptcy court will hold a hearing on Feb. 28, at 1:00 p.m.,
to consider final approval of the disclosure statement and
confirmation of the plan.  

Creditors have until Feb. 24 to file their objections and cast
their votes accepting or rejecting the plan.

The latest restructuring plan classifies general unsecured claims
in Class 5.  Under the plan, all allowed unsecured claims,
including the unsecured portion of claims in Classes 1 to 4, will
be satisfied through creditors receiving their pro rata share of a
total distribution of $1,500 per quarter for four quarters.

Payments to general unsecured creditors will start 51 months after
the effective date.

If A Plus generates enough funds to pay general unsecured creditors
early, it may do so without penalty.  No interest will be paid to
these creditors and their claims will be discharged upon the
distribution of their pro rata portion of $6,000, according to the
latest disclosure statement filed on Jan. 23.

Copies of the court order and the disclosure statement are
available for free at https://is.gd/bq2PNL

A Plus Sewer & Water Co. filed for Chapter 11 bankruptcy
protection
(Bankr. D. Utah Case No. 15-29123) on Sept. 29, 2015.  Matthew K.
Broadbent, Esq., at Vannova Legal, PLLC, serves as the Debtor's
bankruptcy counsel.


A PLUS SEWER: Unsecureds to Get Payment 51 Mos After Effective Date
-------------------------------------------------------------------
A Plus Sewer & Water Co. filed with the U.S. Bankruptcy Court for
the District of Utah a second amended disclosure statement dated
Jan. 23, 2017, referring to the Debtor's plan of reorganization.

Class 5 - General Unsecured Claims are impaired under the Plan.
All unsecured claims allowed, including the unsecured portion of
the claims in Classes 1 through 4, will be satisfied by receiving
pro rata distribution from a total distribution of $1,500 quarterly
for 4 quarters commencing 51 months after the Effective Date.  From
time to time if the Debtor generates enough funds to pay creditors
in Class 5 early, it may do so without penalty.  No interest will
be paid to creditors in this class.  These claims will be
discharged upon the distribution of their pro rata portion of
$6,000.

Payments and distributions under the Plan will be funded by (1) the
operations of the Reorganized Debtor, (2) capital contribution of
$10,000 from the Post Confirmation Manager to be, and (3) sale of
assets held by the Reorganized Debtor that are no longer necessary
for ongoing business operations.  Specifically the Reorganized
Debtor intends to scrap or sell its property with an appraised
value of $32,250 and to liquidate the property at or above the
estimated liquidation value of $23,075.  The capital contribution
and sale of its excess property will be used to pay Allowed
Administrative Expense claims.  The Reorganized Debtor will be
authorized to complete the sale of the excess property without
further order of the Court.

The Second Amended Disclosure Statement is available at:

           http://bankrupt.com/misc/utb15-29123-177.pdf

As reported by the Troubled Company Reporter on Dec. 27, 2016, the
Debtor filed with the Court an amended disclosure statement dated
Dec. 12, 2016, which proposed that Class 4 - General Unsecured
Creditors be satisfied by receiving a pro rata distribution of $500
per month for 12 months commencing 48 months after the Effective
Date.

A Plus Sewer & Water Co. filed for Chapter 11 bankruptcy
protection
(Bankr. D. Utah Case No. 15-29123) on Sept. 29, 2015.  Matthew K.
Broadbent, Esq., at Vannova Legal, PLLC, serves as the Debtor's
bankruptcy counsel.


ABENGOA BIOENERGY: Committee Co-Proposes Ch. 11 Plan of Liquidation
-------------------------------------------------------------------
Abengoa Bioenergy US Holding, LLC, and its debtor affiliates, and
the Official Committee of Unsecured Creditors filed with the U.S.
Bankruptcy Court for the Easter District of Missouri a disclosure
statement dated Jan. 25, 2017, referring to the joint plans of
liquidation for the Debtors.

Under the liquidation plan, each holder of Class 2 General
Unsecured Claims will receive its pro rata share of the Bioenergy
General Unsecured Claims Fund -- cash or other assets distributed
by the GUC Liquidating Trustee, including the Equity Interests in
Abengoa Bioenergy Meramec Renewable, LLC, for the sole benefit of
the Holders of General Unsecured Claims against the Bioenergy
Debtors, including all of the assets of the Bioenergy Debtors and
their Estates other than those ossets that will be distributed to
satisfy the MRA Guarantee Claims -- except to the extent that a
holder of an Allowed General Unsecured Claim has been paid prior to
the Effective Date or agrees to a less favorable classification and
treatment.  The estimated percentage recovery of general unsecured
creditors is unknown as of January 25.

The Plan will be implemented by, among other things, the
establishment of the GUC Liquidating Trust, the transfer to the GUC
Liquidating Trust of the Assets of the Estates, including without
limitation, all Cash and Causes of Action, and the making of
Distributions by the GUC Liquidating Trustee in accordance with the
Plan and the GUC Liquidating Trust Agreement.

For purposes of voting, confirmation, and making Distributions
under the Plan, the Plan is premised upon the "substantive
consolidation" of the Debtors into the following separate and
distinct Debtor groups: The ABI/ABIL Debtor Group and The Bioenergy
Debtor Group.

By the Effective Date, the Debtors, on their own behalf and on
behalf of the GUC Liquidating Trust Beneficiaries, will execute the
GUC Liquidating Trust Agreement, in a form reasonably acceptable to
the Creditors' Committee, and all other necessary steps will be
taken to establish the GUC Liquidating Trust.  The GUC Liquidating
Trust will be established for the sole purpose of adjudicating
General Unsecured Claims in both the ABI/ABIL Plan and the
Bioenergy Plan, and distributing the GUC Liquidating Trust's assets
for the benefit of the beneficiaries of the GUC Liquidating Trust
with no objective to continue or engage in the conduct of a trade
or business.  The GUC Liquidating Trust will be deemed to be a
party in interest for purposes of contesting, settling or
compromising objections to General Unsecured Claims or Causes of
Action.  The GUC Liquidating Trust will be vested with all the
powers and authority set forth in the Plan and the GUC Liquidating
Trust Agreement.  The GUC Liquidating Trustee shall be the sole
entities responsible for reconciling and objecting to Claims and
making Distributions to Allowed General Unsecured Claims consistent
with the terms of the Plan and the GUC Liquidating Trust Agreement.


The GUC Liquidating Trustee will be deemed to have been appointed
as the Estates' representatives by the Court under Section
1123(b)(3)(B) of the U.S. Bankruptcy Code in both the ABI/ABIL Plan
and the Bioenergy Plan.  The GUC Liquidating Trustee will be
entitled to retain counsel and other professionals to carry out
their duties, including, but not limited to, pursuing all causes of
action transferred to them, whether known or unknown as of the
Effective Date and irrespective of whether those causes of action
have been identified or disclosed.

The GUC Liquidating Trustee may invest cash (including any earnings
thereon or proceeds therefrom) in any manner permitted to be made
by a liquidating trust within the meaning of Treasury Regulation
Section 301.7701-4(d), as reflected therein, or under applicable
Internal Revenue Service guidelines, rulings, or other controlling
authorities.

The Disclosure Statement is available at:

           http://bankrupt.com/misc/moeb16-41161-940.pdf

              About Abengoa Bioenergy US Holding

Abengoa Bioenergy is a collection of indirect subsidiaries of
Abengoa S.A., a Spanish company founded in 1941. The global
headquarters of Abengoa Bioenergy is in Chesterfield, Missouri.  

With a total investment of $3.3 billion, the United States has
become Abengoa S.A.'s largest market in terms of sales volume,
particularly from developing solar, bioethanol, and water
projects.

Spanish energy giant Abengoa S.A. is an engineering and clean
technology company with operations in more than 50 countries
worldwide that provides innovative solutions for a diverse range of
customers in the energy and environmental sectors.  Abengoa is one
of the world's top builders of power lines transporting energy
across Latin America and a top engineering and construction
business, making massive renewable-energy power plants worldwide.

On Nov. 25, 2015, in Spain, Abengoa S.A. announced its intention to
seek protection under Article 5bis of Spanish insolvency law, a
pre-insolvency statute that permits a company to enter into
negotiations with certain creditors for restricting of its
financial affairs.  The Spanish company is facing a March 28, 2016,
deadline to agree on a viability plan or restructuring plan with
its banks and bondholders, without which it could be forced to
declare bankruptcy.

Gavilon Grain, LLC, et al., on Feb. 1, 2016, filed an involuntary
Chapter 7 petition for Abengoa Bioenergy of Nebraska, LLC ("ABNE")
and on Feb. 11, 2016, filed an involuntary Chapter 7 petition for
Abengoa Bioenergy Company, LLC ("ABC").  ABC's involuntary Chapter
7 case is Bankr. D. Kan. Case No. 16-20178.  ABNE's involuntary
Case is Bankr. D. Neb. Case No. 16-80141.  An order for relief has
not been entered, and no interim Chapter 7 trustee has been
appointed in the Involuntary Cases.  The petitioning creditors are
represented by McGrath, North, Mullin & Kratz, P.C.

On Feb. 24, 2016, Abengoa Bioenergy US Holding, LLC, and five
affiliated debtors each filed a Chapter 11 voluntary petition in
St. Louis, Missouri, disclosing total assets of $1.3 billion and
debt of $1.2 billion.  The cases are pending before the Honorable
Kathy A. Surratt-States and are jointly administered under Bankr.
E.D. Mo. Case No. 16-41161.

The Debtors have engaged DLA Piper LLP (US) as counsel, Armstron
Teasdale LLP as co-counsel, Alvarez & Marsal North America, LLC as
financial advisor, Lazard as investment banker and Prime Clerk LLC
as claims and noticing agent.


AC INDUSTRIAL: Plan Confirmation Hearing on Feb. 28
---------------------------------------------------
The Hon. Mildred Caban Flores of the U.S. Bankruptcy Court for the
District of Puerto Rico has conditionally approved AC Industrial
Services Corp's disclosure statement filed on Jan. 20, 2017,
referring to the Debtor's plan of reorganization.

A hearing for the consideration of the final approval of the
Disclosure Statement and the confirmation of the Plan will be held
on Feb. 28, 2017, at 9:00 a.m.

Any objection to the final approval of the Disclosure Statement and
or the confirmation of the Plan will be filed on or before 14 days
prior to the date of the hearing on confirmation of the Plan.
Acceptances or rejections of the Plan may be filed in writing by
the holders of all claims on or before 14 days prior to the date of
the hearing on confirmation of the Plan.

The Debtor will file with the Court a statement setting forth
compliance with each requirement in U.S.C. Section 1129, the list
of acceptances and rejections and the computation of the same,
within seven working days before the hearing on confirmation.

                       About AC Industrial

Headquartered in Carolina, Puerto Rico, AC Industrial Services Corp
filed for Chapter 11 bankruptcy protection (Bankr. D.P.R. Case No.
16-04843) on June 16, 2016, estimating its assets at up to $50,000
and liabilities at between $500,001 and $1 million.

Noemi Landrau Rivera, Esq., at Landrau Rivera & Associates serves
as the Debtor's bankruptcy counsel.


ADVANCED SOLIDS: Seeks to Hire Tranbarger as Accountant
-------------------------------------------------------
Advanced Solids Control, LLC seeks approval from the U.S.
Bankruptcy Court for the Western District of Texas to hire an
accountant.

The Debtor proposes to hire Tranbarger & Company, LLP to prepare
income tax returns and assist in tax reporting.  The hourly rates
charged by the firm are:

     Russell Tranbarger, CPA     $300
     Elva Roddy, CPA             $225
     Martha Hornsby, CPA         $200
     Myra Montemayor             $150

Russell Tranbarger, a partner at Tranbarger & Company, disclosed in
a court filing that his firm does not hold or represent any
interest adverse to the Debtor or its bankruptcy estate.

The firm can be reached through:

     Russell Tranbarger
     Tranbarger & Company, LLP
     802 N. Carancahua, Suite 1660
     Corpus Christi, TX 78401
     Phone: (361) 884-2821

                 About Advanced Solids Control

Advanced Solids Control, LLC, is an oilfield service company
specializing in solids control for land-based oil and gas drilling
operations.

Advanced Solids sought Chapter 11 protection (Bankr. W.D. Tex. Case
No. 16-52748) on Dec. 2, 2016.  The petition was signed by W. Lynn
Frazier, managing member.  The Debtor estimated assets of less than
$50,000 and liabilities of less than $1 million.

The Debtor tapped William R. Davis, Jr., Esq., at Langley & Banack,
Inc. as counsel.


AFFINITY HEALTHCARE: RMS Purchase Agreement Extended to Feb. 8
--------------------------------------------------------------
Chief Judge Julie A. Manning on Jan. 13, 2017, entered a 14th
interim order authorizing Affinity Healthcare Management, Inc., et
al., to use cash collateral and continue performing under a
Purchase Agreement with Revenue Management Solutions, LLC, for the
sale of Providers' healthcare accounts receivables, the assets
related to the Post-Petition Purchased Accounts, and other assets
necessary for Revenue Management Solutions to collect the
Post-Petition Purchased Accounts, pending a further hearing.

According to the 14th Interim Order, the hearing to consider the
entry of a further Interim Order on the same terms and conditions
as this Interim Order is scheduled for Feb. 8, 2017 at 10:00 a.m.
(Eastern Time) before the Honorable Julie A. Manning, Chief United
States Bankruptcy Judge, at the United States Bankruptcy Court for
the District of Connecticut, Bridgeport Division, 915 Lafayette
Boulevard, Courtroom 123, Bridgeport, CT 06604.

A copy of the 14th Interim Order is available at:

  http://bankrupt.com/misc/ctb16-30043_541_Cash_Ord_Affinity.pdf

               About Affinity Healthcare Management

Affinity Health Care Management, Inc., Health Care Investors, Inc.
d/b/a Alexandria Manor, Health Care Alliance, Inc. d/b/a Blair
Manor, Health Care Assurance, L.L.C., d/b/a Douglas Manor and
Health Care Reliance, L.L.C. d/b/a Ellis Manor, are a nursing home
management company.  They filed for Chapter 11 bankruptcy
protection (Bankr. D. Conn. Case Nos. 16-30043 to 16-30047) on
Jan.
13, 2016.  The Hon. Julie A. Manning presides over the cases.

Affinity Health Care Management estimated $50,000 to $100,000 in
assets and $500,000 to $1 million in liabilities.  The Debtors
noted in a court filing that their total secured and unsecured
debt
exceeding $16 million.

Elizabeth J. Austin, Esq., Irve J. Goldman, Esq. and Jessica
Grossarth, Esq., at Pullman & Comley, LLC, serve as counsel to the
Debtors.



ALLIANT HOLDINGS: Moody's Keeps B2 Rating on $1.8BB Sec. Facilities
-------------------------------------------------------------------
Moody's Investors Service is maintaining a B2 rating on a $1.8
billion senior secured credit facility repriced by Alliant Holdings
Intermediate, LLC (corporate family rating B3), a subsidiary of
Alliant Holdings, L.P. (together with its subsidiaries, Alliant).
Moody's expects that the repricing will reduce the company's
interest expense modestly. The outlook for the company is stable.

RATINGS RATIONALE

Alliant's ratings reflect its leading position in several niche
markets, steady organic revenue growth and strong EBITDA margins in
the mid to high 20s (per Moody's calculations). A key strength is
the company's emphasis on specialty programs offering distinct
value both to insurance buyers and carriers. These strengths are
offset by the company's aggressive financial leverage and moderate
interest coverage, along with its contingent/legal risk related to
lateral hires (seasoned producers, mostly with specialty books of
business) and acquisitions. The company faces potential liabilities
from errors and omissions, a risk inherent in professional
services.

For the 12 months through September 2016, Alliant's revenues grew
about 19% reflecting a combination of organic growth, lateral hires
and acquisitions. In July 2016, Alliant bought Chicago-based
Mesirow Insurance Services, Inc., a large middle-market insurance
agency, which consists of roughly two-thirds P&C business and
one-third employee benefits business. While Mesirow is growing at a
slower rate than Alliant's core Americas and Employee Benefits
segments, it serves as an important Midwest platform for Alliant's
expansion strategy.

Alliant has total debt of $2.1 billion, resulting in a
debt-to-EBITDA ratio slightly above 8x and (EBITDA -- capex)
coverage of interest of about 2.1x, per Moody's calculations, which
incorporate standard accounting adjustments, other adjustments that
Moody's views as non-recurring, and run rate EBITDA from
acquisitions. The rating agency views such leverage as aggressive
for Alliant's rating category but expects it to drop to a range of
7x-7.5x by the end of 2017 through a combination of organic growth
and the realization of acquired EBITDA.

Factors that could lead to an upgrade of Alliant's ratings include:
(i) debt-to-EBITDA ratio below 6x, (ii) (EBITDA - capex) coverage
of interest exceeding 2x, and (iii) free-cash-flow-to-debt ratio
exceeding 5%.

Factors that could lead to a rating downgrade include: (i)
debt-to-EBITDA ratio remaining above 8x, (ii) (EBITDA - capex)
coverage of interest below 1.2x, (iii) free-cash-flow-to-debt ratio
below 2%.

The principal methodology used in these ratings was Insurance
Brokers and Service Companies published in December 2015.

Alliant, based in Newport Beach, California, is a specialty
oriented insurance broker providing property & casualty and
employee benefits products and services to middle-market clients
across the US. For the 12 months through September 2016, Alliant
generated revenues of approximately $919 million.


AMC ENTERTAINMENT: Fitch Retains 'B+' IDR on Rating Watch Negative
------------------------------------------------------------------
Fitch Ratings has maintained the Rating Watch Negative for AMC
Entertainment Holdings, Inc.'s (AMC) Long-Term Issuer Default
Rating (LT IDR) of 'B+' and related debt issue ratings. Fitch's
actions follow AMC's announcement that it has entered into a
definitive agreement to acquire Nordic Cinema Group Holding AB
(Nordic) in a transaction valued at SEK 8,250 million or $929
million. Nordic is the leading theatre exhibitor in Scandinavia,
and the Nordics and Baltics.

The Rating Watch Negative reflects expected high leverage upon
closing, execution risks surrounding acquisitions, and indication
of a more aggressive financial policy and merger and acquisition
(M&A) strategy. Upon resolution, Fitch would likely downgrade the
LT IDR to 'B' reflecting Fitch belief that company's aggressive
financial policy and continued M&A strategy is more in line with a
'B' rating. In addition, Fitch will consider AMC's ability and
commitment to reduce leverage following the closing of
acquisition.

The acquisition of Nordic comes on the heels of AMC closing the
acquisition of Odeon & UCI, the largest theatre exhibitor in
Europe. Fitch believes the Nordic acquisition is consistent with
the company's strategy to add theatre assets that are complimentary
to its portfolio and expand its presence in Europe. AMC will be
able to leverage its luxury reseating initiatives where they see
best fit and introduce premium concessions in the regions Nordic
operates, although it remains to be seen whether this strategy will
resonate in these countries.

AMC will acquire Nordic for a total cash consideration of $929
million to be funded with a combination of incremental debt and
equity. The acquisition is expected to close before June 30, 2017
subject to receipt of antitrust approval by the European
Commission. Nordic will operate as a subsidiary of Odeon & UCI and
AMC intends to refinance Nordic's debt upon closing. Fitch
calculates unadjusted leverage pro forma for the acquisitions
(Carmike Cinemas, Odeon & UCI, and Nordic) at 5.0x as of Sept. 30,
2016, assuming $250 million of the Nordic acquisition is financed
with equity. Fitch expects unadjusted leverage to be maintained at
or below 4.5x in the 12-18 months following the closing of the
acquisition to maintain the 'B+' rating. Fitch believes AMC has the
means to delever within the 12-18 months' timeframe given EBITDA
growth assumptions and expects proceeds from the sale of National
CineMedia (NCM) shares that the company must sell over the course
of 30 months to be used to pay down debt. However, AMC's target net
leverage of 4.0x signals a more aggressive financial policy that
may be outside Fitch's threshold for a 'B+' rating.

KEY RATING DRIVERS
AMC has demonstrated traction in key strategic initiatives, as can
be seen in its improving admission revenue per attendee as a result
of reseating initiatives, concession revenue per attendee, and
concession gross profit per attendee. Fitch calculates Sept. 30,
2016 latest 12 months (LTM) EBITDA margins of 17.1% (excludes
National Cinemedia distribution), an improvement from 13.6% at
Sept. 27, 2012. Fitch recognizes that AMC's continued expansion
into premium food offerings will pressure high concession margins;
however, growth in the top line should grow absolute gross profit
dollars in this segment.

AMC Entertainment Holdings Inc. instituted a quarterly dividend of
$19.6 million ($78 million for the full year), with the first
dividend paid in second quarter 2014 (2Q14). For the LTM period,
AMCH paid $78.7 million in dividends. In conjunction with a history
of elevated capital expenditures, the dividend will pressure free
cash flow (FCF). Fitch has modeled capital expenditure spending of
approximately $255 million to $275 million (net of landlord
contributions) in 2016. As a result, Fitch expect FCF will range
from $50 million to positive $100 million over the next year. LTM
FCF at Sept. 30, 2016 was $16.5 million.

Fitch believes that AMC has sufficient liquidity to fund capital
initiatives, make small theater-circuit acquisitions, and cover its
term loan amortization. Liquidity is supported by cash balances of
$46 million and availability of $117.4 million on its secured
revolver as of Sept. 30, 2016.

AMC's ratings reflect Fitch's belief that movie exhibition will
continue to be a key promotion window for the movie studios'
biggest/most profitable releases.

According to Box Office Mojo, 2016's box office delivered positive
growth of 2.2% and record-setting box office revenues of $11.4
billion. Industry fundamentals benefited from a strong slate and
the expansion of premium amenities, which contributed to attendance
growth of 0.1% and a 2.6% increase in average ticket price. The
2016 film slate benefitted from many high-profile tent pole and
animated films. Fitch believes the 2017 film slate will once again
feature highly anticipated sequels and tent poles that will support
flat- to low-single-digit industrywide box office revenue growth.

Fitch believes the investments made by AMC and its peers to improve
the patron's experience are prudent. While capital expenditure may
be elevated over the ratings horizon and high concession margins
may be pressured over the long term, exhibitors should benefit from
delivering an improved value proposition to their patrons and that
the premium food services/offerings will grow absolute levels of
revenue and EBITDA.

In addition, AMC and its peers rely on the quality, quantity, and
timing of movie product, all factors out of management's control.

KEY ASSUMPTIONS

Fitch's key assumptions within the rating case for AMC
Entertainment include:

-- Flat- to low-single-digit admissions revenue growth in 2017;
low-single-digit growth in average ticket price;

-- EBITDA margin expansion;

-- Capital expenditures remain elevated in the near term as AMC
continues to invest in recliner re-seats and enhanced food and
beverage offerings. Fitch expects capex of $255 million-$270
million (net of landlord contributions) during 2016;

-- Pro forma unadjusted gross leverage above 4.5x during 2017 and
2018.

RATING SENSITIVITIES

Positive Trigger: Fitch weighs the prospective challenges facing
AMC and its industry peers heavily when considering the long-term
credit rating. Significant improvements in the operating
environment (sustainable increases in attendance from continued
success of operating initiatives) driving FCF/adjusted debt above
2% and adjusted leverage below 4.5x on a sustainable basis could
have a positive effect on the rating. In strong box office years,
metrics should be strong enough to provide a cushion for weaker box
office years.

Negative Trigger: Negative rating actions are more likely to
coincide with the company's inability to reduce adjusted leverage
below 6.0x (4.5x on an unadjusted basis) in the 12-18 months
following the acquisition of Nordic, or the adoption of a more
aggressive financial policy, and/or rent-adjusted interest coverage
declines below 1.5x-1.75x.

In addition, meaningful, operational deterioration that may include
sustained declines in attendance and/or per-guest concession
spending or other change in capital allocation that delays the
company's planned leverage reduction may also pressure the
ratings.

LIQUIDITY

AMC's liquidity is supported by $46 million of cash on hand (as of
September 2016) and $117.4 million availability on its revolving
credit facility, which is sufficient to cover minimal amortization
payments on its term loan.

FULL LIST OF RATING ACTIONS

Fitch has maintained the Rating Watch Negative on the following
ratings:

AMC Entertainment Holdings, Inc.
-- Long-Term IDR 'B+';
-- Senior secured credit facilities 'BB+/RR1';
-- Senior subordinated notes 'B-/RR6'.


APPVION INC: Moody's Lowers Corporate Family Rating to Caa1
-----------------------------------------------------------
Moody's Investors Service downgraded Appvion Inc.'s corporate
family rating (CFR) to Caa1 from B2, probability of default rating
(PDR) to Caa1-PD from B2-PD, second lien senior secured notes to
Caa2 from B3, the revolving credit facility, first-lien term loan
to B1 from Ba2, and the speculative grade liquidity rating to SGL-4
from SGL-2. The rating outlook is negative.

"Appvion's ratings downgrade reflects Moody's view that the
company's leverage is expected to stay elevated above 6 times,
potentially hampering future refinancing efforts." said Ed Sustar,
Moody's Senior Vice President.

The following rating action was taken:

Issuer: Appvion, Inc.

Downgrades:

-- Corporate Family Rating, Downgraded to Caa1 from B2

-- Probability of Default Rating, Downgraded to Caa1-PD from
B2-PD

-- Senior Secured Regular Bond/Debenture, Downgraded to Caa2
(LGD4) from B3 (LGD4)

-- Senior Secured First Lien Term Loan, Downgraded to B1 (LGD2)
from Ba2 (LGD2)

-- Senior Secured Revolving Credit Facility, Downgraded to B1
(LGD2) from Ba2 (LGD2)

-- Speculative Grade Liquidity Rating, Downgraded to SGL-4 from
SGL-2

Outlook Actions:

-- Outlook, Changed to Negative from Stable

RATINGS RATIONALE

Appvion's Caa1 corporate family rating reflects weak liquidity,
high adjusted leverage, the secular decline in the demand for the
company's carbonless paper business and the cash repurchase
obligations related to its employee stock ownership plan. Absent
significant EBITDA expansion or debt reduction, Appvion's capital
structure is subject to significant refinancing risk, increasing
the likelihood of default. The ratings also consider the company's
leading global market positions in thermal and carbonless papers
and expectations that the company's exposure to potential
contingencies associated with environmental issues have been
capped.

The company's secured revolving credit facility maturing June 2018
and first-lien term loan maturing June 2019 are rated B1 (three
notches above the CFR) to reflect their senior ranking ahead of the
company's $250 million second-lien notes maturing June 2020, which
are rated Caa2 (one notch below the CFR).

Appvion's speculative grade liquidity rating of SGL-4 reflects the
company's weak liquidity in light of the pending revolving credit
facility maturity in June 2018. The company has a small cash
balance ($3.7 million as of September 2016) and availability of
about $20 million under its $75 million revolving credit facility.
Moody's estimates a small amount of cash generation over the next
four quarters after cash repurchase obligations related to its
employee stock ownership plan. Covenants are not expected to be
problematic over the next 12 months, as they were amended in
January 2017. Most of the company's assets are encumbered.

The negative outlook reflects Moody's uncertainty with Appvion's
debt refinancing plans (revolver due in June 2018, term loan due in
June 2019, and notes due in June 2020), and the potential of a
negotiated debt restructuring in advance of these dates, which
would be a default. Over the mid-term, financial performance should
improve slightly with the implementation of carbonless paper price
increases, along with some enhanced productivity.

The rating might be downgraded if:

- If it becomes more likely that Appvion will not be able to
refinance its debt prior to maturity (revolver due in June 2018,
term loan due in June 2019, and Notes due in June 2020)

- A significant escalation in environmental costs or a
deterioration in liquidity

The outlook could be changed to stable if the company is able to
extend the maturity dates on its revolver and remaining debt
instruments. An upgrade may be warranted if:

- Adjusted debt/EBITDA drops towards 6 times

- Maintenance of adequate liquidity

The principal methodology used in these ratings was Global Paper
and Forest Products Industry published in October 2013.

Appvion headquartered in Appleton, Wisconsin, manufactures
specialty coated paper products, including carbonless papers
(slightly more than 50% of EBITDA) and thermal papers. In 2001, the
company was acquired by its employees through an employee stock
ownership plan (ESOP). LTM sales ending September 2016 were about
$693 million.


ARMATO PAVING: Laborers' Funds to Get $80,000 Under Ch. 11 Plan
---------------------------------------------------------------
Armato Paving filed with the U.S. Bankruptcy Court for the Northern
District of Illinois a fourth amended disclosure statement for the
Debtor's liquidating plan dated Jan. 23, 2017.

Class 2 Sec. 507(a)(5) Priority Claims of Laborers' Pension and
Welfare Funds and Local 731 Funds -- totaling $125,861.43 -- will
be paid $80,000.  Based upon Sec. 507(a)(5) priority for unpaid
contributions within six months of cessation of business, $50,000
will go to Laborers and $30,000 to Local 731.

The source of funds for payments are the sale of its assets.  This
is a liquidating plan in which the sale of all property is proposed
to resolve debt.  All creditors in each class are treated equally.
There are no insider pre-petition creditors who are secured or who
will receive any payment whatsoever.

The Fourth Amended Disclosure Statement is available at:

         http://bankrupt.com/misc/ilnb15-25824-107.pdf

As reported by the Troubled Company Reporter on Nov. 23, 2016, the
Debtor filed with the Court a third amended disclosure statement
for the Debtor's liquidating plan dated Nov. 8, 2016, which
proposed that U.S. Bank's $15,471.97 Class 1 claim be paid in full
upon the sale of real estate collateral, and that Class 3 Unsecured
Creditors be paid pro rata balance, if any, after payment of second
priority and administrative claims.

                       About Armato Paving

Armato Paving, Inc., is a privately held Illinois corporation
engaged in operating a paving company in Chicago Heights, IL. Under
existing management, the Debtor has operated the business since
1999.

On July 29, 2015, the Company filed a Chapter 11 bankruptcy
petition (Bankr. N.D. Ill. Case No. 15-25824).  Richard G. Larsen,
Esq., at Springer Brown, LLC -- rlarsen@springerbrown.com -- serves
as counsel to the Debtor.


ARRAY CANADA: Moody's Assigns B2 Corporate Family Rating
---------------------------------------------------------
Moody's Investors Service assigned ratings to Array Canada Inc.,
consisting of a B2 corporate family rating (CFR), B2-PD probability
of default rating, and B2 ratings to its proposed first lien credit
facilities (US$40 million revolver, US$275 million term loan and
US$45 million delayed draw term loan). The ratings outlook is
stable. This is the first time Moody's has assigned ratings to
Array.

Net proceeds from the new US$275 million first lien term loan and
US$45 million delayed draw term loan will be used to repay existing
debt (US$149 million), pay a distribution (US$126 million) to
existing shareholders, and potentially fund a pending acquisition.
The new US$40 million revolver is expected to be undrawn at close.

Ratings Assigned:

Corporate Family Rating, B2

Probability of Default Rating, B2-PD

US$40 million revolving credit facility due 2022, B2 (LGD3)

US$275 million first lien term loan due 2023, B2 (LGD3)

US$45 million delayed draw term loan due 2023, B2 (LGD3)

Outlook:

Assigned as Stable

RATINGS RATIONALE

Array's B2 CFR primarily reflects its small scale relative to
consumer durables rated peers, limited geographic diversity, and
ownership by a financial sponsor which could lead to
shareholder-friendly financial policies. These factors are offset
by Moody's expectation of leverage (adjusted Debt/EBITDA) below 5x
within 12 to 18 months (pro forma 5.5x) and the company's good
market position in providing merchandising solutions to the growing
cosmetics industry. The rating also considers the company's strong
margins and well-entrenched customer relationships.

The company's US$40 million revolver, US$275 million term loan and
US$45 million delayed draw term loan are rated at the same level as
the CFR as they make up the bulk of the debt capital.

Array has good liquidity. The company's sources of liquidity exceed
US$60 million while it has mandatory debt repayments of around US$3
million each year. Array's liquidity is supported by pro forma cash
of US$5 million when the refinance transaction closes, expected
free cash flow around US$20 million for the next 4 quarters, and
full availability under its proposed US$40 million revolver due in
2022. The revolver will have a springing net leverage covenant when
drawings exceed a certain threshold. Moody's expects the covenant
level to have cushion in excess of 30% if applicable. Array has
limited ability to generate liquidity from asset sales as its
assets are encumbered.

The stable outlook reflects Moody's expectation that modest
earnings growth will enable leverage to fall below 5x within the
next 12 to 18 months.

A ratings upgrade to B1 would require the company to increase its
scale and enhance its geographic diversity, while sustaining
Debt/EBITDA below 4x (pro forma 5.5x) and EBIT/Interest above 3x
(pro forma 2.5x). A ratings downgrade to B3 could occur if adjusted
Debt/EBITDA moves above 5.5x and EBIT/Interest below 1.5x or if the
company engages in debt-funded distributions to its financial
sponsor. Weak liquidity, possibly from negative free cash flow
generation or sustained revolver drawings could also lead to a
downgrade.

The principal methodology used in these ratings was Consumer
Durables Industry published in September 2014.

Array Canada Inc., headquartered in Toronto, Ontario, is a
designer, manufacturer and distributor of displays and fixtures to
prestige cosmetics brands and retailers. The company is
majority-owned by The Carlyle Group.


ASSOCIATION OF METROAREA: Wants $100,000 DIP Loan from Selch
------------------------------------------------------------
Association of Metroarea Autistic Children, Inc., asks the U.S.
Bankruptcy Court for the Southern District of New York for
authorization to obtain secured postpetition financing from Jason
Selch, and to use JPMorgan Chase Bank, N.A.'s cash collateral.

The Debtor is indebted to JPMorgan Chase Bank in the aggregate
amount of $620,000.  JPMorgan purports to be secured against the
Debtor's personal property, including its cash.

The Debtor owns and operates a school for autistic children, grades
kindergarten through high school, and provides ancillary and
related services thereto.

The Debtor entered into a series of transactions with New York City
Industrial Development Agency to finance improvements to the fourth
floor for use as a high school.  These agreements include a
sublease between the Debtor and the IDA, an installment sale
agreement and an indenture.  Under the indenture, the Bank of New
York is the trustee.  The Debtor contends that these documents
appear to support financing that purports to be secured against the
facility realty and facility equipment with the filing of the
sublease and mortgage in the county records.  The balance owed
under the indenture is approximately $1.75 million.

The Debtor tells the Court that it needs postpetition financing to
meet its ongoing working capital and general business needs.  The
Debtor further tells the Court that the terms of the proposed DIP
Facility will reasonably address the Debtor's financing
requirements and constitutes the best alternative available under
the circumstances.

The relevant terms, among others, of the proposed DIP Facility,
are:

     (a) Amount of Loan: $100,000

     (b) Court Approval: No portion of the DIP Facility will be
available prior to the Court's entry of an interim order,
acceptable to the Lender in form and substance, approving the DIP
Facility; entry of a final order, acceptable to the Lender in form
and substance, approving the DIP Facility will be entered no later
than March 13, 2017.

     (c) Maturity Date: Earlier of:

          (i) March 13, 2017, unless the Court has entered the
final order by such date;

         (ii) Sept. 30, 2017; or

        (iii) any earlier date pursuant to the DIP Loan Documents.

     (d) Payment: Principal is due on the Maturity Date with
prepayments depending upon the Debtor's available cash.  Interest
will accrue and be paid on the first business day of each calendar
month.  Reasonable fees, costs and charges will be paid upon
submission to the Debtor.  All amounts accelerated and due upon the
occurrence and during the continuance of an event of default

     (e) Interest Rate: Non-default interest at 6% per annum, based
on a 360-day year and the actual number of days occurring in the
period.  Default interest at 4% per annum greater than the
non-default rate.

     (f) Security: Senior lien on all of the Debtor's unencumbered
property.  Junior lien on all of the Debtor's encumbered property.

     (g) Superpriority Administrative Claim: Amounts due under the
DIP Loan Facility will constitute allowed administrative expense
claims senior in priority to all administrative claims except with
respect to the statutory fees of the United States Trustee.

     (h) Adequate Protection: Payment of interest to JPMorgan Chase
Bank at its prepetition non-default rate and replacement liens to
protect JPMorgan from postpetition diminution of its collateral.

The Debtor's proposed Cash Flow Budget covers a period of 13 weeks,
beginning Jan. 23, 2017 and ending on the week beginning April 17,
2017.  The Budget provides for total disbursements in the amount of
$247,234.90 for the last two weeks of January, $750,810.01 for
February, $779,332.38 for March, and $746,346.38 for the first
three weeks of April.

A full-text copy of the Debtor's Motion, dated Jan. 23, 2017, is
available at
http://bankrupt.com/misc/AssociationofMetroarea2017_1710123mg_6.pdf

A full-text copy of the Debtor in Possession Loan and Security
Agreement, dated Jan. 23, 2017, is available at
http://bankrupt.com/misc/AssociationofMetroarea2017_1710123mg_6_1.pdf

A full-text copy of the Debtor's proposed Budget, dated Jan. 23,
2017, is available at
http://bankrupt.com/misc/AssociationofMetroarea2017_1710123mg_6_3.pdf

           About Association for Metroarea Autistic Children

Association for Metroarea Autistic Children, Inc., d/b/a AMAC,
Inc., based in New York, New York, filed a chapter 11 petition
(Bankr. S.D.N.Y. Case No. 17-10123) on Jan. 20, 2017.  The petition
was signed by Keishea Allen, executive director.  The Debtor is
represented by Richard J. Bernard, Esq., at Foley & Lardner LLP.
The Debtor estimated assets and liabilities at $1 million to $10
million at the time of the filing.

The Debtor owns and operates a school for autistic children, grades
kindergarten through high school, and provides ancillary and
related services thereto.


ATOPTECH INC: Taps Arnold & Porter as Litigation Counsel
--------------------------------------------------------
ATopTech, Inc. seeks authorization from the U.S. Bankruptcy Court
for the District of Delaware to employ Arnold & Porter, LLP as
special litigation counsel nunc pro tunc to January 13, 2017.

Arnold's role as special litigation counsel will involve continuing
its representation of ATopTech in the litigation brought against it
by Synopsys, Inc., and related parties, providing litigation advice
related to that lawsuit, and other litigation matters.  Arnold's
role will not include other aspects of Debtor's Chapter 11
bankruptcy, and Arnold will not serve as the Debtor's general
bankruptcy counsel.

Arnold's current (2017) hourly rates for matters related to its
representation are:

     Attorneys            $530 to $995
     Paraprofessionals    $260 to $375

Paul Alexander, Senior Counsel of Arnold, will be the attorney with
primary responsibility for overseeing all work for the Debtor on
the Special Counsel Litigation Matters.  His 2016 billing rate on
this matter was $825 an hour and his 2017 billing rate is $875 an
hour.

In addition to the hourly rates, Arnold will continue to seek
reimbursement for certain other expenses and charges incurred in
connection with the client's matter that would not have been
incurred except for the representation of that particular client.

Mr. Alexander attests that Arnold does not represent or hold any
interest adverse to the Debtor or the Debtor's estate with respect
to the Special Counsel Litigation Matters.

The Firm can be reached through:

     Paul Alexander
     ARNOLD & PORTER KAYE SCHOLER, LLP
     601 Massachusetts Ave, NW
     Washington, DC 20001
     P: +1 202.942.5000
     F: +1 202.942.5999
     Email: paul.alexander@apks.com

                             About ATopTech, Inc

ATopTech, Inc. -- http://www.atoptech.com/-- is in the business of
IIC physical design.  ATopTech claims its technology offers the
fastest time to design closure focused on advanced technology
nodes.  The use of state-of-the-art multi-threading and distributed
processing technologies speeds up the design process, resulting in
unsurpassed project completion times.

ATopTech, Inc., sought Chapter 11 protection (Bankr. D. Del. Case
No. 17-10111(MFW)) on Jan. 13, 2017.  The petition was signed by
Claudia Chen, vice president, finance.  The case is assigned to
Judge Mary F. Walrath.

The Debtor estimated assets and liabilities in the range of $10
million to $50 million.

ATopTech has retained Dorsey & Whitney as bankruptcy counsel and
Cowen and Company as its investment banker.  Wilson Sonsini
Goodrich & Rosati, Professional Corporation, serves as corporate
and transactional counsel to ATopTech.  Grant Thornton serves as
tax counsel; and Arnold & Porter serves as litigation counsel. Epiq
Bankruptcy serves as claims and notice agent.


ATOPTECH INC: Taps Cowen and Company as Investment Banker
---------------------------------------------------------
ATopTech, Inc. seeks approval from the U.S. Bankruptcy Court for
the District of Delaware to employ Cowen and Company, LLC to serve
as its investment banker nunc pro tunc to January 17, 2017.

Services that Cowen will provide are:

     a. Assist the Board and Company management in analyzing the
Company's business, operations, properties, financial conditions
and prospects;

     b. Assist the Board and Company management in the valuation of
the business(es) involved in the Restructuring and/or Sale;

     c. Assist the financial due diligence efforts of the Company
with respect to the potential counterparty;

     d. Coordinate the data room and the due diligence
investigations of potential counterparties;

     e. Assist the Company in identifying and contacting potential
overbidders in connection with any auction sale and overbid process
expected to be conducted during any bankruptcy case, assist the
Company in the formulation of bid procedures to be approved by the
bankruptcy court, assist the Company in the determination of the
qualifications of any overbidders to participate in the Auction
Sale in accordance with Bankruptcy Court orders, and assist the
Company in obtaining Bankruptcy Court approval of any proposed
Restructuring and/or Sale;

     f. Assist the Board in identifying and evaluating parties that
may be interested in a Sale and, as directed by the Board,
contacting such parties, subject to customary business
confidentiality;

     g. Advise the Board on tactics and strategies for negotiating
with potential parties to a Sale, and Stakeholders, and if
requested by the Board, participate in such negotiations;

     h. Assist the Board and Company management in preparing
materials describing the Company for distribution and presentation
to parties that might be interested in a Sale;

     i. Advise the Board with regard to the financial structure and
terms of any Sale that might be realized in the current market
environment and assist the Board in the structuring the financial
aspects of the Sale;

     j. Advise the Board on the timing, nature and terms of new
securities, other consideration or other inducements to be offered
pursuant to any Restructuring;

     k. Render financial advice to the Board and participate in
meetings or negotiations with Stakeholders and/or rating agencies
or other appropriate parties in connection with a restructuring;

     l. Attend meetings of the Board and its committees with
respect to matters on which Cowen has been engaged to advise the
Board;

     m. Provide oral and written testimony, as necessary, with
respect to matters on which Cowen has been engaged to advise the
Board in any proceeding before the Bankruptcy Court; and

     n. Render such other financial advisory services as may from
time to time be agreed upon by Cowen and the Board.

Cowen's fee structure consists of:

     1. A "Monthly fee" of U.S. $75,000 payable upon execution of
the Engagement Letter, July 22, 2016, and subsequently upon the
monthly anniversary of the Engagement Letter;

     2. A "financing fee" of 5.0% for equity or equity-linked
securities and 2.25% for debt;

     3. A "Restructuring Fee" equal to U.S. $1.25 million; and

     4. A "Sale Fee", payable upon consummation of any Sale, of
3.00% of the Aggregate Consideration, or U.S. $1.25 million.

In addition to the fee structure, the Debtors have agreed to
reimburse Cowen for certain other expenses and charges incurred in
connection with representation of the Debtor.

Randy Lederman of Cowen & Company attests that the firm is a
"disinterested person" as defined in section 101(14) of the
Bankruptcy Code.

The Firm can be reached through:

     Randy Lederman
     COWEN AND COMPANY, LLC
     599 Lexington Avenue
     New York, NY 10022
     Tel: 1 646 562 1000
     Website: www.cowen.com

                               About ATopTech, Inc

ATopTech, Inc. -- http://www.atoptech.com/-- is in the business of
IC physical design.  ATopTech claims its technology offers the
fastest time to design closure focused on advanced technology
nodes.  The use of state-of-the-art multi-threading and distributed
processing technologies speeds up the design process, resulting in
unsurpassed project completion times.

ATopTech, Inc., sought Chapter 11 protection (Bankr. D. Del. Case
No. 17-10111(MFW)) on Jan. 13, 2017.  The petition was signed by
Claudia Chen, vice president, finance.  The case is assigned to
Judge Mary F. Walrath.

The Debtor estimated assets and liabilities in the range of $10
million to $50 million.

ATopTech has retained Dorsey & Whitney as bankruptcy counsel and
Cowen and Company as its investment banker.  Wilson Sonsini
Goodrich & Rosati, Professional Corporation, serves as corporate
and transactional counsel to ATopTech.  Grant Thornton serves as
tax counsel; and Arnold & Porter serves as litigation counsel. Epiq
Bankruptcy serves as claims and notice agent.


ATOPTECH INC: Taps Dorsey & Whitney as Bankruptcy Counsel
---------------------------------------------------------
ATopTech, Inc. seeks approval from the U.S. Bankruptcy Court for
the District of Delaware to employ the law firms of Dorsey &
Whitney LLP and Dorsey & Whitney (Delaware) LLP as bankruptcy
counsel.

Services that Dorsey is expected to render are:

     (a) prepare, on behalf of the Debtor, as debtor in possession,
all necessary pleadings including, but not limited to, petitions,
motions, responses, replies, objections, applications, complaints,
answers, orders, reports and papers in connection with the
administration of this case;

     (b) counsel the Debtor with regard to its rights and
obligations as a debtor in possession;

     (c) provide the Debtor with advice, represent the Debtor and
prepare necessary documents on behalf of the Debtor in the areas of
bankruptcy law, debt restructuring, asset dispositions and other
areas of commercial law as requested;

     (d) advise the Debtor with respect to actions to protect and
preserve the Debtor's estate during the pendency of this case,
including the prosecution of actions by the Debtor, the defense of
actions commenced against the Debtor, negotiations concerning
litigation in which the Debtor is involved and objections to claims
filed against the estate; and

     (e) perform all other necessary or requested legal services.

The current hourly rates of the Dorsey attorneys are:

     Janet M. Weiss - Partner         $ 980.00
     Eric Lopez Schnabel - Partner    $ 745.00
     Stephen T. O'Neill - Partner     $ 615.00
     Robert W. Mallard - Partner      $ 555.00
     Robert A. Franklin - Of Counsel  $ 545.00
     Thomas T. Hwang - Associate      $ 515.00
     Jessica G. McKinlay - Of Counsel $ 480.00
     Alessandra Glorioso - Associate  $ 410.00
     Law Clerks/Paralegals            $ 180.00

The Debtor has also agreed to pay Dorsey all additional attorney
fees and costs incurred after the commencement of this case in
excess of the Chapter 11 Advance Retainer, subject to the approval
of the Court.

Eric Lopez Schnabel attests that Dorsey is a "disinterested person"
under section 101(14) of the Bankruptcy Code; Dorsey does not hold
or represent an interest adverse to the Debtor's estate; and
Dorsey's directors, counsel, and associates have no connection to
the Debtor, its creditors or its related parties.

The Firms can be reached through:

     Robert W. Mallard
     Eric Lopez Schnabel
     Robert W. Mallard
     Alessandra Glorioso
     DORSEY & WHITNEY (DELAWARE) LLP
     300 Delaware Avenue, Suite 1010
     Wilmington, DE 19801
     Telephone: (302) 425-7171
     Facsimile: (302) 425-7177
     E-mail: schnabel.eric@dorsey.com
             mallard.robert@dosey.com
             glorioso.alessandra@dorsey.com

            -- and --

     Janet M. Weiss, Esq.
     DORSEY & WHITNEY LLP
     51 West 52nd Street
     New York, NY 10019
     Telephone: (212) 415-9200
     Facsimile: (212) 953-7201
     E-mail: weiss.janet@dorsey.com

                              About ATopTech Inc

TopTech, Inc. -- http://www.atoptech.com/-- is in the business of
IC physical design.  ATopTech claims its technology offers the
fastest time to design closure focused on advanced technology
nodes.  The use of state-of-the-art multi-threading and
distributed
processing technologies speeds up the design process, resulting in
unsurpassed project completion times.

ATopTech, Inc., sought Chapter 11 protection (Bankr. D. Del. Case
No. 17-10111(MFW)) on Jan. 13, 2017.  The petition was signed by
Claudia Chen, vice president, finance.  The case is assigned to
Judge Mary F. Walrath.

The Debtor estimated assets and liabilities in the range of $10
million to $50 million.

ATopTech has retained Dorsey & Whitney as bankruptcy counsel and
Cowen and Company as its investment banker.  Wilson Sonsini
Goodrich & Rosati, Professional Corporation, serves as corporate
and transactional counsel to ATopTech.  Grant Thornton serves as
tax counsel; and Arnold & Porter serves as litigation counsel. Epiq
Bankruptcy serves as claims and notice agent.


ATOPTECH INC: Taps Grant Thornton as Accountant
-----------------------------------------------
ATopTech, Inc. seeks approval from the U.S. Bankruptcy Court for
the District of Delaware to employ Grant Thornton, LLP to serve as
its accountant nunc pro tunc to January 13, 2017.  The Debtor has
requested that GT be retained to maintain the Debtor's accounting
and tax records as required by the Bankruptcy Court.

GT was first engaged by the Debtor on June 2, 2014, for the purpose
of assisting it with its accounting needs. Leading up to the
commencement of this case, GT has been performing attestation
services through appointment as the Debtor's independent financial
statement auditor. Accordingly, GT has developed substantial
knowledge regarding the Debtor that will result in effective and
efficient services in this case.

GT's current (2017) hourly rates for matters related to its
representation of the Debtor are:

              Position         Range of Hourly Rates
              --------         ---------------------
     Partners/Managing Directors     $690
     Directors/Senior Managers       $570
     Managers                        $515
     Senior Associates            $370 to $435
     Associates                   $250 to $270

John Schneider will be the partner with primary responsibility for
overseeing all work for the Debtor on the Accounting Services. His
rate is $690 an hour.

John Schneider, Partner of Grant Thornton, LLP, attests that GT is
a "disinterested person" as defined in section 101(14) of the
Bankruptcy Code.

The Firm can be reached through:

     John Schneider
     GRANT THORNTON, LLP
     150 Almaden Blvd., Suite 600
     San Jose, CA 95113
     Tel: 408-275-9000
     Fax: 408-275-0582

                                About ATopTech, Inc

ATopTech, Inc. -- http://www.atoptech.com/-- is in the business of
IC physical design.  ATopTech claims its technology offers the
fastest time to design closure focused on advanced technology
nodes.  The use of state-of-the-art multi-threading and
distributed
processing technologies speeds up the design process, resulting in
unsurpassed project completion times.

ATopTech, Inc., sought Chapter 11 protection (Bankr. D. Del. Case
No. 17-10111(MFW)) on Jan. 13, 2017.  The petition was signed by
Claudia Chen, vice president, finance.  The case is assigned to
Judge Mary F. Walrath.

The Debtor estimated assets and liabilities in the range of $10
million to $50 million.

ATopTech has retained Dorsey & Whitney as bankruptcy counsel and
Cowen and Company as its investment banker.  Wilson Sonsini
Goodrich & Rosati, Professional Corporation, serves as corporate
and transactional counsel to ATopTech.  Grant Thornton serves as
tax counsel; and Arnold & Porter serves as litigation counsel. Epiq
Bankruptcy serves as claims and notice agent.


ATOPTECH INC: Taps Wilson Sonsini as Special Corporate Counsel
--------------------------------------------------------------
ATopTech, Inc. seeks authorization from the U.S. Bankruptcy Court
for the District of Delaware to employ Wilson Sonsini Goodrich &
Rosati, P.C. as its special corporate counsel, nunc pro tunc to
January 13, 2017.

The Debtor desires to employ WSGR as its special corporate counsel
primarily to represent the Debtor in connection with issues
relating to (i) providing corporate advice related to the Debtor's
restructuring (e.g., governance and board approval matters); (ii)
post-petition asset sale transactions contemplated in connection
with the Chapter 11 Case; (iii) tax and intellectual property
matters; and (iv) other general corporate matters (collectively,
the "Special Counsel Matters").

WSGR's current (2017) hourly rates are:

     Members             $785 - $1,125
     Counsel/Of Counsel  $695 - $795
     Associates          $495 - $785
     Paraprofessionals   $220 - $380

In addition to the hourly rates, WSGR is customarily reimbursed for
all actual and necessary expenses incurred in connection with the
representation of a client in a given matter that would not have
been incurred except for the representation of that particular
client.

Benjamin Hoch, member of the firm of Wilson Sonsini Goodrich &
Rosati, P.C., attests that the firm does not represent or hold any
interest adverse to the Debtor or the Debtor's estate with respect
to the Special Counsel Matters.

The Firm can be reached through:

     Benjamin Hoch
     WILSON SONSINI GOODRICH & ROSATI, P.C.
     1301 Avenue of the Americas, 40th Floor
     New York, NY 10019
     Phone: 212-497-7703
     Fax: 212-999-5899
     Email: bhoch@wsgr.com

                            About ATopTech, Inc

ATopTech, Inc. -- http://www.atoptech.com/-- is in the business of
IIC physical design.  ATopTech claims its technology offers the
fastest time to design closure focused on advanced technology
nodes.  The use of state-of-the-art multi-threading and distributed
processing technologies speeds up the design process, resulting in
unsurpassed project completion times.

ATopTech, Inc., sought Chapter 11 protection (Bankr. D. Del. Case
No. 17-10111(MFW)) on Jan. 13, 2017.  The petition was signed by
Claudia Chen, vice president, finance.  The case is assigned to
Judge Mary F. Walrath.

The Debtor estimated assets and liabilities in the range of $10
million to $50 million.

ATopTech has retained Dorsey & Whitney as bankruptcy counsel and
Cowen and Company as its investment banker.  Wilson Sonsini
Goodrich & Rosati, Professional Corporation, serves as corporate
and transactional counsel to ATopTech.  Grant Thornton serves as
tax counsel; and Arnold & Porter serves as litigation counsel. Epiq
Bankruptcy serves as claims and notice agent.


ATOPTECH INC: To Dissolve Taiwan Office, Hires KPMG as Advisor
--------------------------------------------------------------
ATopTech, Inc. seeks approval from the U.S. Bankruptcy Court in
Delaware to hire KPMG Advisory Services Co., Ltd.

The firm will provide business advisory services in connection with
the dissolution of the Debtor's office in Taiwan.

KPMG has agreed to give the Debtor a discounted hourly rate of $250
for a manager level.  The firm's current hourly rates are:

     Partners/Managing Directors     $690
     Directors/Senior Managers       $570
     Managers                        $515
     Senior Associates        $370 - $435
     Associates               $250 - $270

Eric Tsao, a KPMG partner, disclosed in a court filing that his
firm is a "disinterested person" as defined in section 101(14) of
the Bankruptcy Code.

KPMG can be reached through:

     Eric Tsao
     KPMG Advisory Services Co., Ltd.
     68F, Taipei 101 Tower
     No. 7, Sec. 5
     Xinyi Road, Taipei 11049
     Taiwan, R.O.C.

                        About ATopTech

ATopTech, Inc. -- http://www.atoptech.com/-- is in the business of
IC physical design.  ATopTech claims its technology offers the
fastest time to design closure focused on advanced technology
nodes.  The use of state-of-the-art multi-threading and distributed
processing technologies speeds up the design process, resulting in
unsurpassed project completion times.

ATopTech, Inc. sought Chapter 11 protection (Bankr. D. Del. Case
No. 17-10111(MFW)) on Jan. 13, 2017.  The petition was signed by
Claudia Chen, vice president, finance.  The case is assigned to
Judge Mary F. Walrath.

The Debtor estimated assets and liabilities in the range of $10
million to $50 million.

ATopTech has retained Dorsey & Whitney as bankruptcy counsel and
Cowen and Company as its investment banker.  Wilson Sonsini
Goodrich & Rosati, Professional Corporation, serves as corporate
and transactional counsel to ATopTech.  Grant Thornton serves as
tax counsel; and Arnold & Porter serves as litigation counsel. Epiq
Bankruptcy serves as claims and notice agent.


ATOPTECH INC: U.S. Trustee Unable to Appoint Committee
------------------------------------------------------
The Office of the U.S. Trustee on Jan. 27 disclosed in a court
filing that no official committee of unsecured creditors has been
appointed in the Chapter 11 case of ATopTech, Inc.

ATopTech, Inc. -- http://www.atoptech.com/-- is in the business of
IC physical design.  ATopTech claims its technology offers the
fastest time to design closure focused on advanced technology
nodes.  The use of state-of-the-art multi-threading and distributed
processing technologies speeds up the design process, resulting in
unsurpassed project completion times.

The Debtor sought Chapter 11 protection (Bankr. D. Del. Case No.
17-10111(MFW)) on Jan. 13, 2017.  The petition was signed by
Claudia Chen, vice president, finance.  The case is assigned to
Judge Mary F. Walrath.

The Debtor estimated assets and liabilities in the range of $10
million to $50 million.

ATopTech has retained Dorsey & Whitney as bankruptcy counsel and
Cowen and Company as its investment banker.  Wilson Sonsini
Goodrich & Rosati, Professional Corporation, serves as corporate
and transactional counsel to ATopTech.  Grant Thornton serves as
tax counsel; and Arnold & Porter serves as litigation counsel.
Epiq Bankruptcy serves as claims and notice agent.


AURA SYSTEMS: Inks Debt Refinancing Agreement with 6% Stockholder
-----------------------------------------------------------------
Aura Systems, Inc., on Jan. 24, 2017, entered into a debt
refinancing agreement with Warren Breslow and the Survivor's Trust
Under the Warren L. Breslow Trust, and a related Unsecured
Convertible Promissory Note with the Breslow Trust.  Mr. Breslow is
a director of the Company and beneficially owns approximately 6% of
the Company's Common Stock.  In addition, Mr. Breslow is a trustee
of the Breslow Trust.

Pursuant to the Refinancing Agreement, the parties thereto agreed
that, the Company owed the Breslow Trust an aggregate of
$23,872,614, of which $8,890,573 represented accrued interest.  The
Aggregate Debt included indebtedness by the Company to Mr. Breslow,
Active Mortgage Corp., and Overland Financial Co., which
indebtedness the Breslow Parties represent was transferred
previously to the Breslow Trust.

Pursuant to the Refinancing Agreement, the Breslow Parties have
canceled and forgiven all Accrued Interest through the date of the
Refinancing Agreement, and have warranted that, to their knowledge,
other than the Aggregate Debt, no other debts, liabilities or
obligations of any nature existed as of the date thereof with
respect to the payment of any amount owed (or alleged to be owed)
to either Breslow Party by the Company pursuant to any document or
instrument evidencing, securing or otherwise pertaining to any
indebtedness to any of the Breslow Parties.  In addition, the
Breslow Parties have waived all existing events of default relating
to the Aggregate Debt, and have agreed that all instruments or
other agreements evidencing or pertaining to the Aggregate Debt
will be deemed cancelled and will be superseded and replaced in
their entirety by the Note.  However, the Refinancing Agreement
stipulates that, if Stockholder Approval is not obtained within
twelve months after the date of the Refinancing Agreement, the
Refinancing Agreement and the Note will be deemed rescinded by the
parties and will be of no further force or effect, provided that
the Breslow Parties vote all of the voting securities of the
Company beneficially owned by them in favor of the Resolutions.

The Refinancing Agreement defines "Stockholder Approval" as the
affirmative approval by the Company's stockholders of resolutions
approving (i) an amendment to the Certificate of Incorporation to
effect a 1-for-7 reverse stock split of the Company's Common Stock
and (ii) if required by applicable law, the issuances granted to
the Breslow Trust pursuant to the Refinancing Agreement.

Pursuant to the Refinancing Agreement, the Breslow Parties have
jointly and severally agreed to indemnify and hold the Company and
its past and present stockholders, officers, directors, employees,
attorneys, agents, successors, and other representatives from and
against any and all actions, causes of action, suits, claims,
losses, costs, penalties, fees, liabilities and damages, and
expenses in connection therewith (irrespective of whether any such
Indemnitee is a party to the action for which indemnification
hereunder is sought), and including reasonable attorneys' fees and
disbursements, incurred by any Indemnitee as a result of, or
arising out of, any breach of any representation, warranty or
covenant of the Breslow Parties set forth in the Refinancing
Agreement.  Any indemnification payment by the Breslow Parties may
be in the form of a cash payment by the Breslow Parties or,
provided that the ownership by the Breslow Trust of the Aggregate
Debt or the Note has not been invalidated or is then in dispute and
the right and power of the Breslow Trust to enter into the
Refinancing Agreement has not been invalidated or is then in
dispute, an assignment of or the surrender and cancellation of the
Note and any shares of the Company's Common Stock issued upon
conversion thereof and then held by the Breslow Parties, or any
combination of the foregoing, as determined in the Breslow Parties'
discretion.

Concurrently with the execution of the Refinancing Agreement, the
Company has delivered to the Breslow Trust the Note in the amount
of $14,982,040, which is equal to the Aggregate Debt reduced by the
Waived Interest.  The Note bears interest on the unpaid
Restructured Principal at a rate equal to zero percent per annum
for the first six months, and 5% per annum thereafter.  However, in
the event of an event of default on the Note, the interest rate
shall become 18% per annum.  The entire unpaid balance of the Note
is due on the 60th month anniversary of the date of issuance, and
may be prepaid or redeemed in whole or in part without premium or
penalty.

Immediately upon the Reverse Stock Split becoming effective,
$11,982,041 of the Restructured Principal will automatically be
converted into 7,403,705 shares of the Company's Common Stock.  In
addition, at any time after the effective date of the Reverse Stock
Split, and so long as any portion of the Note remains unpaid and
outstanding, the holder of the Note shall be entitled to convert
any portion of the Note then outstanding (together with accrued and
unpaid interest) into shares of Common Stock, based on a "Voluntary
Conversion Price" of $0.20 per share, subject to adjustment from
time to time pursuant to the provisions of the Note.  The Voluntary
Conversion Price will be adjusted to reflect any stock split,
reverse stock split or similar subdivision or combination, other
than the Reverse Stock Split.

The following constitute events of default with respect to the
Note: failure to pay, within 5 business days of the due date, any
principal amount of the Note; the Company breaches or fails to pay
interest or any other amount under the Note within 5 business days
after the due date thereof; the Company breaches or fails to
perform, comply with or observe, or be in default under, any other
covenant or obligation required to by formed by it under the Note,
unless cured (if subject to cure) within 10 business days after the
receipt of written notice that such breach or failure has occurred;
an involuntary case is commenced against the Registrant seeking the
liquidation or reorganization under the bankruptcy laws or similar
proceeding, or an involuntary case or proceeding seeking the
appointment of a receiver, custodian or similar official for it, or
to take possession of all or a substantial portion of its property
or to operate all or a substantial portion of its business, and any
of the following occur: (i) the Registrant consents to such
involuntary case or proceeding is not timely controverted, (ii) the
petition commencing the involuntary case or proceeding is not
timely controverted, or (iii) the petition commencing the
involuntary case or proceeding remains undismissed or unstayed for
60 days, or (iv) an order for relief shall have been issued or
entered therein or a receiver, custodian, trustee or similar
official appointed; or the Registrant institutes a voluntary case
seeking liquidation or reorganization under the bankruptcy laws or
any similar proceeding, or shall consent thereto, or will take
similar actions. With certain exceptions, if an event of default
occurs and is continuing, the holder of the Note may, without
notice, declare all outstanding principal and accrued and unpaid
interest to be immediately due and payable.

                       About Aura Systems

El Segundo, Calif.-based Aura Systems, Inc., designs, assembles
and sells the AuraGen(R), its patented mobile power generator that
uses a prime mover such as the engine of a vehicle to generate
power.

Aura Systems incurred a net loss of $13.9 million for the year
ended Feb. 28, 2014, as compared with a net loss of $15.1 million
for the year ended Feb. 28, 2013.

The Company's balance sheet as of Aug. 31, 2014, showed $1.45
million in total assets, $35.07 million in total liabilities and
$33.6 million in total stockholders' deficit.

Kabani & Company, Inc., in Los Angeles, California, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Feb. 28, 2014.  The independent
auditors noted that the Company has historically incurred
substantial losses from operations, and may not have sufficient
working capital or outside financing available to meet its planned
operating activities over the next twelve months.  These
conditions raise substantial doubt about the Company's ability to
continue as a going concern.


AURA SYSTEMS: Seeks to Cure SEC Filings Delinquency
---------------------------------------------------
Aura Systems, Inc., currently is delinquent in filing its annual
reports on Form 10-K and quarterly reports on Form 10-Q, and
consequently neither the narrative nor the financial information
contained in the most recent reports should be relied upon as
presenting a materially accurate description of the current
business or financial condition of the Company.  The Company said
it will seek to become current in its filings with the Securities
and Exchange Commission as soon as reasonably practicable.

                       About Aura Systems

El Segundo, Calif.-based Aura Systems, Inc., designs, assembles
and sells the AuraGen(R), its patented mobile power generator that
uses a prime mover such as the engine of a vehicle to generate
power.

Aura Systems incurred a net loss of $13.9 million for the year
ended Feb. 28, 2014, as compared with a net loss of $15.1 million
for the year ended Feb. 28, 2013.

The Company's balance sheet as of Aug. 31, 2014, showed $1.45
million in total assets, $35.07 million in total liabilities and
$33.6 million in total stockholders' deficit.

Kabani & Company, Inc., in Los Angeles, California, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Feb. 28, 2014.  The independent
auditors noted that the Company has historically incurred
substantial losses from operations, and may not have sufficient
working capital or outside financing available to meet its planned
operating activities over the next twelve months.  These
conditions raise substantial doubt about the Company's ability to
continue as a going concern.


AUTUMN COVE: Limited Use of Cash Okayed on Final Basis
------------------------------------------------------
Judge Paul W. Bonapfel of the U.S. Bankruptcy Court for the
Northern District of Georgia on Jan. 11, 2017, entered an order
authorizing Autumn Cove Apartments, LLC, and its affiliated
debtors' limited use of COMM 2014-LC17 Georgia Properties, LLC's
cash collateral on a final basis.

A copy of the Final Order is available at:

http://bankrupt.com/misc/ganb16-71783_38_Cash_Ord_Autumn_Cove.pdf

Each Debtor is a single purpose entity that owns and operates a
single apartment complex:

     (i) Autumn Cove owns an apartment complex located at 6200
Hillandale Drive, Lithonia, GA 30058;

    (ii) Oakley Woods owns an apartment complex located at 6295
Oakley Road, Union City, GA 30291,

   (iii) Pine Knoll owns an apartment complex located at 7393 Tara
Road, Jonesboro, GA 30236;

    (iv) Shannon Woods owns an apartment complex located at 100
Sunrise Court, Union City, GA 30291, and

     (v) Garden Gate owns an apartment complex located at 1608
Rhodes Lane, Griffin, GA 30224.

The Debtors owe COMM 2014-LC17 the principal amount of $11,000,000.
The debt is secured by the Apartments, their improvements, and all
rents, leases, personal property, fixtures, equipment, furniture,
furnishings, appliances and appurtenances located thereon.

Judge Bonapfel acknowledged that an immediate and ongoing need
exists for Debtors to use cash collateral to continue the
operations of their businesses as debtors in possession under
Chapter 11 of the Bankruptcy Code and to preserve the value of
Debtors' assets as a going concern.

The approved Budget covers the months of January through June, and
provides for total expenses in the amount of $631,772.

The Debtors are authorized to use cash collateral for the period
commencing January 10, 2017 and ending on the sooner to occur of
June 30, 2017, or the occurrence of an Event of Default, for, among
others, the following purposes:

   (1) the payment of post-petition utilities incurred in the
ordinary course of business, whether provided for in the Budget or
not;

   (2) the payment of repairs, maintenance, and costs for the
preservation of the Apartments incurred in the ordinary course of
business; and

   (3) the payment of U.S. Trustee quarterly fees.

COMM 2014-LC17 is granted replacement liens upon all postpetition
property of the Debtors, of the same kind as the prepetition
property to which COMM 2014-LC17's liens attached as of the
Petition Date.

The Debtors were directed to make monthly adequate protection
payments to COMM 2014-LC17 in the amount of $43,631, beginning on
Feb. 10, 2017.

The occurrence or existence of any one or more of the following
events or conditions constitutes an Event of Default:

     (i) the conversion or dismissal of the case;

    (ii) the appointment of a trustee or an examiner with
         expanded powers in the case;

   (iii) Debtors' failure to maintain casualty insurance
         insuring the Collateral;

    (iv) the confirmation of a plan; or

     (v) the Debtors' failure duly and punctually to perform any
         of their obligations under the Order.

A full-text copy of the Final Order, dated Jan. 11, 2017, is
available at:


http://bankrupt.com/misc/ganb16-71783_38_Cash_Ord_Autumn_Cove.pdf

                    About Autumn Cove Apartments

Autumn Cove Apartments, LLC (Bankr. N.D. Ga. 16-71783); Oakley
Woods Apartments, LLC (Bankr. N.D. Ga. Case No. 16-71787); Pine
Knoll Apartments, LLC filed its Chapter 11 petition (Bankr. N.D.
Ga. Case No. 16-71788); and Garden Gate Apartments, LLC (Bankr.
N.D. Ga. Case No. 16-12455), filed separate bankruptcy petitions
on
Dec. 5, 2016.  Affiliate Shannon Woods Apartments, LLC filed its
Chapter 11 petition (Bankr. N.D. Ga. Case No. 16-71790) on Dec. 6,
2016.  The petitions were signed by Mike Kohn, manager, STOWA
Member, LLC.  At the time of filing, each of the Debtors estimated
assets at $1 million to $10 million, and liabilities at $10
million
to $50 million.   

The Debtors are represented by Frank G. Nason, IV, Esq., at
Lamberth, Cifelli, Ellis & Nason, P.A.  

No creditors' committee has been appointed in this case.  No
trustee or examiner has likewise been appointed.

Autumn Cove Apartments, LLC, is based in 6200 Hillandale Drive,
Lithonia, GA., and is a single asset real estate business.



AVATAR PACKAGING: Disclosures Okayed, Plan Hearing on March 2
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida will
consider approval of Avatar Packaging Inc.'s Chapter 11 plan of
reorganization at a hearing on March 2, at 10:00 a.m.

The hearing will be held at Courtroom 9B, Bankruptcy Court, 801
North Florida Avenue, Tampa, Florida.

The court will also consider at the hearing the final approval of
Avatar's disclosure statement, which it conditionally approved on
Jan. 24.

Creditors are required to cast their votes accepting or rejecting
the plan no later than eight days before the hearing.  Objections
must be filed no later than seven days before the hearing.

                     About Avatar Packaging

Avatar Packaging, Inc., sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. M.D. Fla. Case No. 16-08094) on Sept. 20,
2016.  The petition was signed by Vance D. Fairbanks, Jr., chief
executive officer.  At the time of the filing, the Debtor disclosed
$1.79 million in assets and $1.85 million in liabilities.

The case is assigned to Judge K. Rodney May.  The Debtor is
represented by Samantha L. Dammer, Esq., at Tampa Law Advocates,
P.A.

On January 24, 2017, the Debtor filed its Chapter 11 plan of
reorganization and disclosure statement.


AWR WHOLESALE: Allowed to Continue Using Cash Collateral
--------------------------------------------------------
Judge James L. Garrity, Jr. of the U.S. Bankruptcy Court for the
Southern District of New York authorized AWR Wholesale Inc. to
continue to use cash collateral.

The Debtor was authorized to use cash collateral to pay the
operating expenses identified in its Budget and to grant, as
adequate protection, replacement liens, as requested in the Motion.


Judge Garrity acknowledged that the Debtor will be unable to
operate or to reorganize without the use of cash collateral.  He
further acknowledged that the Debtor's secured creditors will
adequately protected by virtue of the replacement liens, and the
substantial equity in the Debtor's inventory.

A full-text copy of the Order, dated January 24, 2017, is available
at https://is.gd/tr7NSk

                   About AWR Wholesale

AWR Wholesale Inc, sought protection under Chapter 11 (Bankr.
S.D.N.Y. Case No. 16-11691) on June 9, 2016. The petition was
signed by Alan Moss, president.  The case is assigned to Judge
James L. Garrity, Jr.  The Debtor estimated assets of $1 million to
$10 million and debts of $100,000 to $500,000.

The Debtor is represented by Gilbert A. Lazarus, Esq., at Law
Office of Gilbert A. Lazarus, PLLC.  The Debtor engaged Martin
Wolfson as its tax consultant; and Kamelot Auctions and Appraisals
as its auctioneer.  

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


AXIOM COMPANIES: Hires Grasl PLC as Counsel
-------------------------------------------
Axiom Companies, LLC seeks authorization from the U.S. Bankruptcy
Court for the Eastern District of Michigan to employ Grasl PLC as
counsel.

The Debtor requires Grasl PLC to:

   (a) file and monitor the Debtor's chapter 11 case and legal
       activities, and advising the Debtor  on the legal
       ramifications of certain actions;

   (b) advise the Debtor of its obligations and duties in
       bankruptcy;

   (c) execute the Debtor's decisions by filing with the Court
       motions, objections, and other relevant documents;

   (d) appear before the Court on all matters in this chapter 11
       case relevant to the interests of the Debtor;

   (e) assist the Debtor in the administration of the chapter 11
       cases; and

   (f) take other actions as are necessary to protect the rights
       of the Debtor's estate.

Grasl PLC will be paid $350 per hour for members.

The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.

Jeffrey S. Grasl, member of Grasl PLC assured the Court that the
firm is a "disinterested person" as the term is defined in Section
101(14) of the Bankruptcy Code and does not represent any interest
adverse to the Debtor and its estate.

Grasl PLC can be reached at:

       Jeffrey S. Grasl, Esq.
       GRASL PLC
       31800 Northwestern Hwy., Suite 350
       Farmington Hills, MI 48334
       Tel: (248) 385-2980
       E-mail: jeff@graslplc.com

Axiom Companies, LLC, based in Southfield, Mich., filed a Chapter
11 petition (Bankr. E.D. Mich. Case No. 17-4025) on January 9,
2017. The case is assigned to Judge Marci B McIvor. Jeffrey S.
Grasl, Esq., at Grasl PLC, serves as bankruptcy counsel.

In its petition, the Debtor estimated $500,000 to $1 million in
assets and $1 million to $10 million in liabilities.  The petition
was signed by Ryan Jundt, managing member.

A copy of the Debtor's list of 20 largest unsecured creditors is
available for free at http://bankrupt.com/misc/mieb17-40251.pdf


B & B FAMILY: Wants to Use Cash Collateral Through June 30
----------------------------------------------------------
B & B Family, Incorporated seeks authorization from the U.S.
Bankruptcy Court for the Central District of California to continue
using cash collateral from February 1, 2017 through June 30, 2017
or until plan confirmation, whichever occurs first.

The Court has previously entered an interim order authorizing the
emergency use of cash collateral through January 31, 2017, and
requiring the Debtor to pay Comerica Bank monthly adequate
protection payments of $2,204.

The Debtor believes that the secured creditors asserting an
interest in its cash collateral are:

       (a) Comerica Bank, MC, which is owed approximately $517,608,
as of the Petition Date, secured by all personal property of the
Debtor of every kind;

       (b) FC Partners, LP dba Pioneer Park, LLC, which is owed
approximately $89,171, secured by essentially all personal property
of the Debtor; and

       (c) Oggi's Pizza & Brewing Company, which is owed
approximately $54,331, secured by essentially all personal property
of the Debtor.

The Debtor says it needs to use the cash collateral in order to
operate its business.  The Debtor contends that since all of its
receivables and accounts are security for the secured loans, the
Debtor has no income that is not cash collateral.  The Debtor
further contends that using cash collateral would enable the Debtor
to continue its business without having to incur more debt, giving
the Debtor a greater chance of reorganization.

The Debtor intends to use cash collateral solely for the purposes
and total amounts set forth in the Budget in order for the Debtor
to operate its business and to avoid immediate and irreparable harm
to the bankruptcy estate.  The Budget provides total cash paid out
in the amount of $204,684 for the month of February 2017, $204,275
for the month of March 2017, $254,922 for the month of April 2017,
$218,057 for the month of May 2017, and $200,062 for the month of
June 2017.

In addition to the expenses set forth in the Budget, the Debtor
also requests authority to use the cash collateral to pay the
quarterly fees to the U.S. Trustee, any required fees to the
Bankruptcy Court, and administrative expenses.

The Debtor proposes to provide Comerica Bank, FC Partners, and
Oggi's Pizza with replacement liens in the same priority and to the
same extent that their pre-petition liens existed.  The Debtor
further proposes to continue the monthly adequate protection
payments of $2,204 to Comerica Bank.

A hearing will be held on February 14, 2017 at 2:00 p.m. to
consider the Debtor's continued use of cash collateral.

A full-text copy of the Debtor's Motion, dated January 24, 2017, is
available at https://is.gd/9ax2p1

A copy of the Debtor's Budget, dated January 24, 2017, is available
at https://is.gd/MXmIKu


               About B & B Family, Incorporated

B & B Family, Incorporated aka Oggi's Apple Valley aka Oggi's Apple
Valley Pizza aka B&B Family, Inc. aka Oggi's dba Oggi's Pizza &
Brewing Company aka Apple Valley Oggi's Pizza & Brewing Company
filed a Chapter 11 petition (Bankr. C.D. Cal. Case No. 16-19993),
on November 10, 2016.  The Petition was signed by Randall Richey,
secretary.  The case is assigned to Judge Mark D. Houle.  The
Debtor is represented by Todd Turoci, Esq. and Julie Philippi,
Esq., at The Turoci Firm.  The Debtor disclosed $114,662 in total
assets and $1.10 million in total liabilities.


B FISCHER INDUSTRIES: Hires McAllister Garfield as Counsel
----------------------------------------------------------
B. Fischer Industries, LLC seeks authorization from the U.S.
Bankruptcy Court for the District of Colorado to employ McAllister
Garfield, P.C. as counsel, nunc pro tunc to January 19, 2017.

The Debtor requires McAllister Garfield to:

   (a) assist with confirmation of the Debtor's plan of
       reorganization;

   (b) prepare on behalf of the Debtor all necessary applications,

       complaints, answers, motions, orders, reports, and other
       legal papers;

   (c) represent the Debtor in adversary proceedings and contested

       matters related to the Debtor's bankruptcy case;

   (d) provide advice with respect to the Debtor's rights, powers,

       obligations, and duties as a Chapter 11 debtor; and

   (e) provide other legal services for the Debtor as necessary
       and appropriate

McAllister Garfield will be paid at these hourly rates:

       Sean McAllister                 $435
       Daniel Garfield                 $415
       Joel Russman                    $395
       Brad Bartlett                   $375
       Chris Baumgartner               $350
       David Wunderlich                $295
       Nadav Aschner                   $250
       Jeff Wilson                     $200
       Garrett Davey                   $175
       Law Clerk                       $100
       Kim Gonzalez (legal assistant)  $95

McAllister Garfield will also be reimbursed for reasonable
out-of-pocket expenses incurred.

On January 20, 2017, Mark Driver provided a retainer to McAllister
Garfield in the amount of $12,000. McAllister Garfield is holding
the Retainer in its trust account for the benefit of the Debtor as
security for payment of its fees and expenses.

Pursuant to an agreement with the Debtor's other owner Branden
Fischer after the Petition Date, Mr. Driver owns 50% of the Debtor,
holds 51% of the voting rights in the Debtor, and is the chief
executive officer of the Debtor, and has been the person primarily
responsible for the business of the Debtor and its obligations
under the Bankruptcy Code during the pendency of this Bankruptcy
Case.

The Bankruptcy Court approved the employment of the Debtor's
current counsel, Lindquist-Kleissler & Company, LLC, and a retainer
held by Lindquist-Kleisser for payment of its fees and expenses, on
December 9, 2017.

On December 19, 2017, Lindquist-Kleissler filed a motion to
withdraw as counsel for the Debtor.  A telephonic hearing is
scheduled for January 25, 2017, with respect to
Lindquist-Kleissler's motion to withdraw.

Daniel J. Garfield, shareholder of McAllister Garfield, assured the
Court that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtor and its estate.

McAllister Garfield can be reached at:

       Daniel J. Garfield, Esq.
       MCALLISTER GARFIELD, P.C.
       501 S. Cherry St., Suite 480
       Denver, CO 80246
       Tel: (720) 722-0048
       Fax: (720) 542-8391
       E-mail: dgarfield@mcallistergarfield.com

B. Fischer Industries, LLC, filed a Chapter 11 bankruptcy petition
(Bankr. D. Colo. Case No. 16-20863) on November 7, 2016, disclosing
under $1 million in both assets and liabilities.

The Debtor is represented by Daniel J. Garfield, Esq. of McAllister
Garfield, P.C.


BC AQUISITIONS: Seeks to Hire Bliss Real Estate as Broker
---------------------------------------------------------
BC Acquisitions, LLC, seeks authorization from the U.S. Bankruptcy
Court for the Western District of Texas to employ Bliss Real
Estate, LLC as real estate broker.

The Debtor requires Bliss Real Estate to market and sell the
property of the Debtor located at 150 Service Company Road, Carrizo
Springs, Dimmit County, Texas 78834.

The Debtor has agreed to pay Bliss Real Estate the proposed
compensation in the Commercial Real Estate Listing Agreement:

      a. The Debtor will pay the Bliss Real Estate a Broker fee of
6% of the sales price.

      b. If, during the Listing, Bliss Real Estate  procures a
tenant to lease all or part of the Property and the Debtor agrees
to lease all or part of the Property to the tenant, the Debtor will
pay the Bliss Real Estate 6% of all base rents to be paid over the
term of the lease.

      c. If, during the Listing or after it ends, the Debtor
renews, extends, or expands the lease, the Debtor will pay Bliss
Real Estate, at the time the renewal, extension, or expansion
becomes effective, a fee of 6%.

Chris Allen, broker with Bliss Real Estate LLC, assured the Court
that the firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code and does not represent any
interest adverse to the Debtor and its estates.

Bliss Real Estate may be reached at:

      Chris Allen
      Bliss Real Estate LLC
      1259 N. Loop 337, Suite 102
      New Braunfels, TX 78130
      Phone: (830)837-1233
      E-mail: christen.bliss@yahoo.com

                       About BC Acquisitions

BC Acquisitions, LLC sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. W. D. Texas Case No. 16-52245) on October
3, 2016.  The petition was signed by Allen Torans, Jr., managing
member.  

The case is assigned to Judge Craig A. Gargotta.

At the time of the filing, the Debtor estimated its assets and
liabilities at $1 million to $10 million.


BENJAMIN EYE CARE: Wants Approval to Use Cash Collateral
--------------------------------------------------------
Benjamin Eye Care, LLC seeks permission from the U.S. Bankruptcy
Court for the Northern District of Illinois to use cash
collateral.

The Debtor is in the business of owning and operating a
comprehensive ophthalmology practice, providing care for the whole
family including adults, teens, children, and seniors using
state-of-the-art technology to diagnose, treat and manage eye
conditions.

The Debtor proposes to use cash collateral in the ordinary
operation of its business by collecting cash from the collection of
insurance reimbursement paid for services provided and from
co-payments or fees for services owed by patients.

The Debtor tells the Court that it has an immediate and continuing
need to use the cash proceeds of the estate to pay the expenses of
operating its facilities including, salaries, administrative and
leasing costs, utilities, maintenance, purchase of inventory and
insurance.  The Debtor further tells the Court that it has no
source of income other than from the operation of its medical
practice.  The Debtor adds that if it is not permitted to use such
proceeds it will have to close down its operations forthwith
without paying its employees or making payments on its equipment.

The Debtor believes that these entities may have an interest in the
cash collateral:

       (a) Inland Bank & Trust is owed approximately $299,000,
secured by all the assets of the Debtor; and

       (b) The Northern Trust is owed approximately $567,467,
secured by all the assets of the Debtor.

The Debtor contends that respective interest of Inland Bank and
Northern Trust in its cash collateral is adequately protected by
the value of the assets in which there exists a security interest.
The Debtor further contends that Inland Bank and Northern Trust
will also be adequately protected by its ongoing business
operation, maintenance of insurance, performance of its duties to
keep records and make reports, satisfaction of the U.S. Trustee's
filing and reporting requirements, and the Debtor's compliance with
all the provisions of the Code.

A hearing will be held on January 26, 2017 at 10:30 a.m. to
consider the Debtor's use of cash collateral.

A full-text copy of the Debtor's Motion, dated January 19, 2017, is
available at https://is.gd/u9yFiT

                About Benjamin Eye Care

Benjamin Eye Care, LLC filed a voluntary petition under Chapter 11
of the Bankruptcy Code (Bankr. N.D. Ill. Case No. 16-36409) on
November 15, 2016.  The Petition was signed by its Owner, Dr. Mark
Benjamin.  At the time of filing, the Debtor had less than $50,000
in estimated assets and $500,000 to $1 million in estimated
liabilities.

The Debtor is represented by Brian K Wright, Esq., at Brian Wright
& Associates, P.C.  The Debtor engaged Michael J. Davis, Esq., at
BKN Murray LLP as co-counsel.


BIG APPLE CIRCUS: Taps Donlin Recano as Administrative Agent
------------------------------------------------------------
The Big Apple Circus, Ltd seeks approval from U.S. Bankruptcy Court
for the Southern District of New York to employ Donlin, Recano &
Company, Inc. as administrative agent for the Debtor in its chapter
11 case, nunc pro tunc to December 29, 2016.

The Debtor, however, contemporaneously with the filing of the
Section 327 Application, has filed an application for an order
appointing Donlin Recano as its claims and noticing agent in this
case pursuant to 28 U.S.C. Section 156(c), section 105(a) of the
Bankruptcy Code and Local Bankruptcy Rule 5075-1, nunc pro tunc to
December 29, 2016.

Bankruptcy administrative services to be rendered by Donlin Recano
are:

     (a) assist with, among other things, solicitation, balloting
and tabulation and calculation of votes, as well as preparing any
appropriate reports, as required in furtherance of confirmation of
a chapter 11 plan(s);

     (b) generating an official ballot certification and
testifying, if necessary, in support of the ballot tabulation
results;

     (c) handle requests for documents from parties in interest,
including, if applicable, brokerage firms and bank back-offices and
institutional holders;

     (d) gather data in conjunction with the preparation, and
assist with the preparation, of the Debtor's schedules of assets
and liabilities and statements of financial affairs;

     (e) provide a confidential data room, if requested;

     (f) managing and coordinating any distributions pursuant to a
confirmed plan of reorganization or otherwise; and

     (g) provide such other processing, solicitation, balloting and
other administrative services described in the Services Agreement,
but not included in the Section 156(c) Application, as may be
requested from time to time by the Debtor, the Court or the Clerk.

Donlin Recano has generously agreed to waive all hourly fees for
this engagement, and will receive only reimbursement for expenses.
This reimbursement includes costs for photocopying, scanning and
document imaging, travel, travel-related expenses, messengers,
couriers, postage and other disbursements related to the services.

Roland Tomforde, Chief Operating Officer of Donlin, Recano &
Company, attests that his firm is a "disinterested person", as that
term is defined in section 101(14) of the Bankruptcy Code.

The Firm can be reached through:

     Roland Tomforde
     ONLIN, RECANO & COMPANY, INC
     48 Wall Street
     New York, NY 10005
     Tel: (212) 481.1411

                        About The Big Apple Circus, Ltd.

The Big Apple Circus, Ltd., filed a chapter 11 petition (Bankr.
S.D.N.Y. Case No. 16-13297) on Nov. 20, 2016.  The petition was
signed by Will Maitland Weiss, executive director.  The Debtor is
represented by Natasha M. Labovitz, Esq. and Christopher Updike,
Esq., at Debevoise & Plimpton LLP.  The Debtor estimated assets and
liabilities at $1 million to $10 million at the time of the
filing.

An Official Committee of Unsecured Creditors has been appointed in
the case, and is represented by:

     Robert J. Feinstein, Esq.
     Maria A. Bove, Esq.
     Steven W. Golden, Esq.
     Pachulski Stang Ziehl & Jones LLP780 Third Avenue, 34th Floor
     New York, NY 10017
     Tel: (212) 561-7700
     Fax: (212) 561-7777


BILL HALL JR: Returns to Chapter 11 After Case Dismissal
--------------------------------------------------------
Bill Hall, Jr., Trucking GP, LLC, the San Antonio, Texas-based
owner of  a fleet of trucks and trailers, returned to Chapter 11
bankruptcy.

Trucking GP LLC filed a Chapter 11 petition (Bankr. W.D. Tex. Case
No. 17-50167) on Jan. 25, 2017.  The judge in the new Chapter 11
case is Hon. Ronald B. King.  The Debtor's counsel is Dean William
Greer, Esq., at Dean W. Greer, in San Antonio.

The Debtor disclosed total assets of $2.34 million and total
liabilities of $4.41 million.

MySanAntonio.com reported that the Company sought bankruptcy
protection nearly three weeks after the judge dismissed the
company's previous bankruptcy case after it missed a November 2016
deadline to file a reorganization plan and proof of property
insurance.

Trucking GP LLC previously sought Chapter 11 protection (Bankr.
W.D. Tex. Case No. 16-51386) on June 18, 2016.  The case judge was

Judge Craig A. Gargotta and the Debtor was represented by Jesse
Blanco Jr., Esq., at Jesse Blanco Attorney At Law.

Bill Hall, Jr., Trucking GP is one of the companies of late
trucking tycoon Bill Hall Jr.

A related company, Bill Hall, Jr. Trucking, Ltd., filed a Chapter
11 bankruptcy petition (Bankr. W.D. Tex. Case No. 16-52608) on Nov.
10, 2016.  The Hon. Gargotta is assigned to the case and the
company is represented by Wilkins & Wilkins.


BIOLARGO INC: Files Registration Statement for 36M Common Stock
---------------------------------------------------------------
Biolargo, Inc., filed with the Securities and Exchange Commission a
Form S-1 registration statement to register 36,003,708 shares of
stock that were issued as part of a series of private offerings
already completed by the Company.  Of that amount: (i) 14,685,105
shares are issuable upon conversion of convertible promissory notes
issued to investors in our 2015 Unit Offering, as defined herein,
the proceeds for which were received in the years ended Dec. 31,
2015, and 2016; (ii) 18,344,771 shares are issuable upon the
exercise of stock purchase warrants issued in conjunction with the
Company's 2015 Unit Offering, and (iii) 2,973,832 shares are
currently issued and outstanding, upon prior conversions of
outstanding promissory notes and exercise of stock purchase
warrants.

The price for the 14,685,105 shares to be issued by the Company
upon conversion of the convertible notes is equal to the proceeds
received by the Company in 2015 and 2016 for the purchase of those
notes, which was $4,963,668, or an average of $0.34 per share; The
18,344,771 shares to be issued by the company upon the exercise of
stock purchase warrants equals the exercise price of the warrants
which range from $0.25 to $0.75 per share, and average $0.47 per
share.  The selling stockholders will sell up to 2,973,832 shares
of our common stock at prices established on the OTC Electronic
Bulletin Board during the term of this registration statement, at
prices different than prevailing market prices or at privately
negotiated prices.

The offering will conclude when all the 36,003,708 shares of common
stock have been converted/exercised by the note and warrant
holders, the underlying shares have been issued by the company and
when all 2,973,832 shares have been sold by the selling
shareholders.

Since Jan. 23, 2008, the Company's common stock has been quoted on
the OTC Markets "OTCQB" marketplace (formerly known as the "OTC
Bulletin Board") under the trading symbol "BLGO".

The prospectus is not complete and may be changed.  These
securities may not be sold until the registration statement filed
with the SEC is effective.

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

                      https://is.gd/gGHnrq

                            BioLargo

BioLargo, Inc., is a provider of platform technologies.  The
Company's products are used to eliminate contaminants that threaten
the water, health and quality of life.  Its technology has
commercial applications within several industries.  The Company
focuses on four areas: water treatment; industrial odor control
applications; commercial, household and personal care products
(CHAPP), and advanced wound care.  Its AOS Filter combines iodine,
water filter materials and electrolysis within a water filter
device.  It generates oxidation potential in order to oxidize and
breakdown or otherwise eliminate, soluble organic contaminant,
which are found in contaminated water.

As of Sept. 30, 2016, Biolargo had $1.96 million in total assets,
$2.12 million in total liabilities and a total stockholders'
deficit of $160,094.

Haskell & White LLLP, in Irvine, California, issued a "going
concern" qualification on the consolidated financial statements for
the year ended Dec. 31, 2015, citing that the Company has suffered
recurring losses, negative cash flows from operations and has
limited capital resources.  These matters raise substantial doubt
about the Company's ability to continue as a going concern.


BIRCH GROVE: Permitted to Use Cash Collateral Through March 1
-------------------------------------------------------------
Judge Carl L. Bucki of the U.S. Bankruptcy Court for the Western
District of New York authorized Birch Grove Landscaping & Nursery,
Inc. to continue using the cash collateral of the Bank of Akron and
the Estate of Gordon E. Fisher through March 1, 2017.

The approved budget reflects total operating expenditures of
$46,035 from week beginning January 16, 2017 through March 20,
2017.

Bank of Akron and the Estate of Gordon E. Fisher were granted
rollover replacement liens in post-petition assets of the Debtor of
the same validity, extent and relative priority and on the same
types and kinds of collateral as they possessed pre-petition, to
the extent of cash collateral actually used.

In addition, the Debtor was directed to make a payment in the
approximate amount of $29,260 to the Bank of Akron, from the
proceeds of the collection of the Debtor's outstanding accounts
receivable due from Sicoli Construction Services.   

A further hearing on the Debtor's use of cash collateral after
March 1, 2017 will be held on February 28, 2017 at 2:00 p.m.

A full-text copy of the Order, dated January 24, 2017, is available
at https://is.gd/lEkiXp

            About Birch Grove Landscaping & Nursery

Headquartered in East Aurora, New York, Birch Grove Landscaping &
Nursery, Inc., filed for Chapter 11 bankruptcy protection (Bankr.
W.D.N.Y. Case No. 15-11984) on Sept. 18, 2015, estimating its
assets and liabilities at between $1 million and $10 million each.
The petition was signed by Jason L. Burford, chief operating
officer.  Judge Carl L. Bucki presides over the case.  

Daniel F. Brown, Esq., at Anreozzi, Bluestein, Weber, Brown, LLP,
serves as the Debtor's bankruptcy counsel; and Lewandowski &
Associates as the Debtor's special counsel.


BJORNER ENTERPRISES: Disclosures OK'd; Plan Hearing on March 10
---------------------------------------------------------------
The Hon. Alan Jaroslovsky of the U.S. Bankruptcy Court for the
Northern District of California has approved the disclosure
statement filed by Bjorner Enterprises, Inc., on Jan. 9, 2017,
referring to the Debtor's plan of reorganization.

A hearing will be held on March 10, 2017, at 10:00 a.m. to consider
the confirmation of the Plan.

Objections to the plan confirmation and ballots accepting or
rejecting the Plan must be filed by March 3, 2017.

The Debtor's counsel shall file a Ballot Summary on or before March
7, 2017.

As reported by the Troubled Company Reporter on Jan. 23, 2017, the
Debtor said in its latest disclosure statement that all payments on
general unsecured claims will be paid in full no later than one
year from the effective date of its Chapter 11 plan.  The initial
disclosure statement proposed to pay dividends on unsecured claims
in semi-annual installments commencing six months from the
effective date of the plan.  It also disclosed that unsecured
claims will be paid in full in three years.

                     About Bjorner Enterprises

Bjorner Enterprises, Inc., is a longstanding California corporation
organized in 1976 and wholly owned by John Bjorner.  It was
formerly involved in diversified business activities including the
operation of an electrical supply business, the operation of a
chain of natural foods retail stores, and the ownership of
investment real estate.  As of the filing of the petition for
relief, all of these business activities were terminated with the
exception of the ownership of a luxury estate parcel located at
2535 Madrona Avenue, St. Helena, California.  In conjunction with
an adjacent parcel known as 2509 Madrona Ave owned by Mr. Bjorner
personally, the Madrona Property generates substantial income as a
vacation rental.

The Debtor filed a Chapter 11 petition (Bankr. N.D. Cal. Case No,
16-10637) on July 26, 2016.  The petition was signed by John
Bjorner, president.  The Debtor is represented by John H.
MacConaghy, Esq., at MacConaghy & Barnier, PLC.  The case is
assigned to Judge Alan Jaroslovsky.  The Debtor estimated assets
and debts at $1 million to $10 million at the time of the filing.


BLUE BEE: Court Allows Continued of Cash Collateral
---------------------------------------------------
Judge Sandra R. Klein of the U.S. Bankruptcy Court for the Central
District of California authorized Blue Bee, Inc., d/b/a ANGL, to
continue using cash collateral.

The Debtor was authorized to use cash collateral in accordance with
its operating budget for the 13-week period from January 22, 2017
through and including April 22, 2017, and to pay all quarterly fees
owing to the Office of the United States Trustee and all expenses
owing to the Clerk of the Bankruptcy Court

A full-text copy of the Order, dated January 24, 2017, is available
at https://is.gd/iuOWKo

                   About Blue Bee Inc.

Blue Bee, Inc., d/b/a ANGL, filed a chapter 11 petition (Bankr.
C.D. Cal. Case No. 16-23836) on Oct. 19, 2016.  The petition was
signed by Jeff Sungkak Kim, president.  The Debtor is represented
by Juliet Y. Oh, Esq., at Levene, Neale, Bender, Yoo & Brill LLP.
The case is assigned to Judge Sandra R. Klein.  The Debtor
estimated assets and liabilities at $1 million to $10 million.

The Debtor is a retailer doing business under the "ANGL" brand
offering stylish and contemporary women's clothing at reasonable
prices to its fashion-savvy customers.  The Debtor currently owns
and operates 21 retail stores located primarily in shopping malls
throughout the state of California.  Since the opening of its first
Retail Store in 1992 along Melrose Avenue in Los Angeles,
California, the Debtor has focused on bringing designer fashion to
a wider audience.


BONANZA CREEK: Silo Agrees to $75MM Unsec. Claim and $4.53MM Cash
-----------------------------------------------------------------
Bonanza Creek Energy, Inc., said in a Form 8-K filing with the
Securities and Exchange Commission that on Jan. 26, 2017, it
reached an agreement in principle with Silo Energy, LLC, to, among
other things, settle certain claims in connection with the cases
commenced by Bonanza under Chapter 11 of of the Bankruptcy Code.

The Settlement resolves all issues outstanding between the Debtors
and Silo, and all potential objections of Silo to the Debtors'
proposed joint prepackaged plan of reorganization.

According to the Settlement Term Sheet, without the need for filing
of a proof of claim, Silo's unsecured claim will be allowed in the
amount of $75,000,000 and Silo will receive a distribution of new
common stock, unless the Company elects to pay the distribution in
cash via written notice delivered to Silo on or before five days
before the effective date of the Plan, equal in value to $2,700,000
-- the agreed value of the distribution to be provided to Silo in
satisfaction of the Silo Claim under Class 2D under the Plan.

If, after execution of the Stipulation, the Plan is modified,
either through agreement or judicial determination, to increase the
distribution provided to creditors classified in Class 2D under the
Plan, the Debtors will provide Silo with additional new common
stock, unless the Company elects to pay such distribution in cash
via written notice delivered to Silo on or before five days before
the Effective Date, in the amount of the proportionate increase
Silo would receive in respect of the Silo Claim under such modified
Plan

Silo may retain the $5,034,516.00 payment -- Adequate Assurance
Payment -- and is not required to turn over the $8,737,539.58
January payment for the December 2016 production month.  On the
Effective Date of the Plan, Silo will receive and the Debtors will
release any right, title, and interest to the Adequate Assurance
Payment and the January Payment  

As Additional Consideration, the Debtors will pay $4,527,944 in
cash to Silo on the Effective Date.

The Debtors will pay Silo's reasonable and documented professional
fees and expenses on the Effective Date.

According to the Settlement Term Sheet, the parties' contract will
be deemed terminated, null and void, and of no further effect on
the Effective Date.

Silo Energy and Bonanza Creek Energy Operating Company, LLC, were
parties to an Agreement Regarding the Term Purchase of Crude Oil to
Silo Energy, dated as of Oct. 8, 2014.  Silo had asserted claims
against Bonanza arising out or related to the Silo FT Agreement.

Bonanza intends to file a motion with the Court seeking approval of
a stipulation among the parties memorializing the terms of the
agreement.

A copy of the Settlement Term Sheet is available at:
https://is.gd/nhFvJj

                    About Bonanza Creek Energy

Bonanza Creek Energy, Inc. (NYSE: BCEI) --
http://www.bonanzacrk.com/-- is an independent oil and Natural Gas
Company engaged in the acquisition, exploration, development and
production of onshore oil and associated liquids-rich natural gas
in the U.S. The Company's assets and operations are concentrated
primarily in the Rocky Mountain region in the Wattenberg Field,
focused on the Niobrara and Codell formations, and in southern
Arkansas, focused on oily Cotton Valley sands.

As of Sept. 30, 2016, Bonanza had $1.22 billion in total assets,
$1.13 billion in total liabilities, and $84.75 million in total
stockholders' equity.

On Jan. 4, 2017 Bonanza Creek Energy, Inc., and six affiliated
debtors each filed a voluntary petition for relief under Chapter 11
of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. Case No.
17-10015).  The cases are pending before the Hon. Kevin J. Carey,
and the Debtors have requested joint administration of the cases.

Davis, Polk & Wardwell LLP is acting as legal counsel to the
Debtors, Richards, Layton & Finger, P.A., is acting as co-counsel,
Perella Weinberg Partners LP is acting as financial advisor,
Alvarez & Marsal LLC is acting as restructuring advisor and Prime
Clerk LLC is acting as notice, claims and solicitation agent to the
Company in connection with its restructuring efforts.

Kirkland & Ellis LLP serves as legal counsel and Evercore Group
L.L.C. serves as financial advisor to the ad hoc committee of
holders of the Senior Notes.

                     The Chapter 11 Plan

Bonanza Creek Energy on Dec. 23, 2016, filed a Joint Prepackaged
Plan of Reorganization and Disclosure Statement after reaching a
deal with (i) certain holders that own or manage with the authority
to act on behalf of the beneficial owners of 51.1% in aggregate
principal amount of Bonanza Creek's approximately $800 million in
aggregate principal amount of outstanding 5.75% Senior Notes and
6.75% Senior Notes; and (ii) NGL Energy Partners LP and NGL Crude
Logistics, LLC, the counterparties to one of the Debtors' crude oil
purchase and sale agreements.

Under the Plan, holders of Class 1D General Unsecured Claims
against Bonanza Creek -- estimated at $868,836,998 -- will be
entitled to receive its Ratable Share of: (a) 29.4% of the New
Common Stock subject to dilution and (b) 37.8% of the subscription
Rights.  They are expected to recover 17.7%.  

Holders of Class 2D General Unsecured Claims against Bonanza Creek
Operating -- estimated at $1,025,691,139 -- will be entitled to
receive its ratable share of 17.6% of the new common stock.
Recovery is estimated at 3.6%.

A copy of the Disclosure Statement is available at:

          http://bankrupt.com/misc/deb17-10015-21.pdf


BROOKS FURNITURE: Wants to Use Wells Fargo Cash Collateral
----------------------------------------------------------
Brooks Furniture & Design Inc. seeks authorization from the U.S.
Bankruptcy Court for the District of Colorado to use cash
collateral subject to a valid pre-petition lien in favor of Wells
Fargo Bank, N.A.

The Debtor operates a retail home furniture store located at 8130
S. University Boulevard, Unit 120, Centennial, CO 80122 --
Centennial Store.  The Debtor's assets include $620,000 in
furniture inventory and office equipment located at the Centennial
Store as well as funds maintained by the Debtor in its DIP Account
at Wells Fargo.

Wells Fargo asserts a valid security interest in the Debtor's
inventory, equipment, accounts, proceeds and other cash collateral
to secure the Debtor's obligation to Wells Fargo in the approximate
amount of $124,997, as of the Petition Date.

The Debtor asserts that the value of its assets securing repayment
of its obligation to Wells Fargo is approximately $650,000, and it
will continue to replace its accounts receivable and cash in the
ordinary course of its operations.  

The Debtor presently plans to continue operation of its business
throughout its Chapter 11 case and propose a plan of reorganization
which provides for the continuation of its business.  As such, the
Debtor must use cash collateral in which Wells Fargo has a security
interest in order to pay necessary operating expenses.  The Debtor
intends to file a Chapter 11 plan of reorganization on or before
March 1, 2017.

The Debtor relates that its revenues and available cash are derived
primarily from the sale of its furniture inventory and customer
special orders, so that without the use of cash collateral, the
Debtor will have insufficient funding for its business operations.


The Debtor's Budget reflects total expenses of $170,112 for the
period January through April 2017.

The Debtor proposes to provide the following adequate protection to
Wells Fargo with respect to the proposed continued use of cash
collateral:

       (a) The Debtor will provide a replacement lien on all
post-petition accounts and accounts receivable to the extent that
the use of the cash collateral results in a decrease in the value
of the collateral;

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

       (c) The Debtor will provide Wells Fargo with periodic
reports and information filed with the Bankruptcy Court, including
debtor-in-possession reports;

       (d) The Debtor will only expend cash collateral for the
purpose of ordinary business expenses, including the purchase of
new replacement furniture inventory;

       (e) The Debtor will pay all post-petition taxes;

       (f) The Debtor will preserve and maintain in good condition
all collateral in which Wells Fargo has an interest; and

       (g) The Debtor will make its monthly payment obligations to
Wells Fargo beginning in January 2017 and cure post-petition
payment arrears in the amount of $10,655 in three equal payments,
in addition to the Debtor's regular monthly payment obligation.

The Debtor contends that Wells Fargo has consented to and approved
the Debtor's proposed use of cash collateral through confirmation
of a plan of reorganization in the Debtor's Chapter 11
proceedings.

A full-text copy of the Debtor's Stipulated Motion, dated January
19, 2017, is available at https://is.gd/HsHagc


           About Brooks Furniture & Design, Inc

Brooks Furniture & Design, Inc., sought protection under Chapter 11
of the Bankruptcy Code (Bankr. D. Colo. Case No. 16-20605) on
October 27, 2016.  The petition was signed by Eldon Sullivan,
president.  The Debtor is represented by Robert J. Shilliday, III,
Esq., at Vorndran Shilliday, P.C.  At the time of filing, the
Debtor estimated assets and liabilities at $500,000 to $1 million
each.

An official committee of unsecured creditors has not yet been
appointed in the Chapter 11 case of Brooks Furniture & Design, Inc.
as of Dec. 2, according to a court filing.


BULLSEYE TRANSPORT: U.S. Trustee Unable to Appoint Committee
------------------------------------------------------------
The Office of the U.S. Trustee on Jan. 26 disclosed in a court
filing that no official committee of unsecured creditors has been
appointed in the Chapter 11 case of Bullseye Transport, Inc.

                    About Bullseye Transport

Bullseye Transport, Inc., sought protection under Chapter 11
bankruptcy protection (Bankr. S.D. Ill. Case No. 16-41133) on Dec.
14, 2016.  The petition was signed by Christopher S. Yearack,
president.  

At the time of the filing, the Debtor estimated assets and
liabilities of less than $500,000.


BURGI ENGINEERS: Amends Patten Employment, Excludes Cox, Beatty
---------------------------------------------------------------
Burgi Engineers LLC has filed with the U.S. Bankruptcy Court for
the District of Montana an amended motion seeking authorization to
employ James A. Patten, Esq., and Blake A. Robertson, Esq., at
Patten, Peterman, Bekkedahl & Green, PLLC, as Chapter 11 legal
counsel.

The Firm will render services including general counseling and
local representation before the Court in connection with this
case.

The terms of employment that the Firm agreed to are:

     a. services rendered by the attorneys James A. Patten will be

        compensated at the rate of $330 per hour.  Services
        rendered by Blake A. Robertson, Esq., and other attorneys
        will be billed at their customary hourly rates which range

        from $175 to $330;

     b. services rendered by paralegal Diane S. Kepharl will be
        compensated at the rate of $160 per hour.  Services
        rendered by paralegals, April J. Boucher, Valerie Cox
        and Phyllis Dahl will be compensated at the rate of
        $125 per hour.  Services rendered by paralegal, Leanne
        Beatty will be compensated at the rate of $110 per hour;

     c. telephone, photocopying, fax, and postage at cost; travel
        at the rate allowed by the IRS per mile; out-of-pocket
        expenses at cost.  The Debtor has no fee sharing
        agreement; and

     d. services rendered by Mr. Patten, Mr. Robertson and other
        professionals with PPBG PLLC in connection with Burgi
        Engineers, LLC vs. Reuland Electric Motor Company,
        Adversary Proceeding 16-00053 will be compensated on a
        contingent fee basis equal to 2.5% of all amounts paid by
        Reuland Electric Motor Company before March l, 2017, and
        25% of all amounts paid by Reuland Electric Motor Company
        on or after March 7, 2017, plus costs.

James A. Patten, Esq., an attorney at the Firm, assures the Court
that he represents no interest adverse to the Debtor, or the estate
in the matters upon which he is to be engaged, and that neither he
nor the Firm currently hold any money in trust on behalf of the
Debtor.

As reported by the Troubled Company Reporter on Aug. 9, 2016, the
Debtor sought authority from the Court to employ the Firm as
counsel to the Debtor.  That employment had included Valerie Cox
and Leanne Beatty.

                   About Burgi Corporation

Burgi Corporation, based in Columbia Falls, MT, filed a Chapter 11
petition (Bankr. D. Mont. Case No. 16-60771) on July 28, 2016. The
Hon. Ralph B. Kirscher presides over the case. Maggie W Stein,
Esq., at Goodrich & Reely, PLLC, serves as bankruptcy counsel.

In its petition, the Debtor estimated $532,282 in assets and $1.08
million in liabilities. The petition was signed by Robert Burgi,
president.

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


C&D PRODUCE: Wants to Continue Using Cash Until April 21
--------------------------------------------------------
C & D Produce Outlet, Inc., asks the U.S. Bankruptcy Court for the
Southern District of Florida for authorization to continue using
cash collateral through April 21, 2017.

The Debtor relates that it currently has until Feb. 20, 2017 to use
cash collateral.

The Debtor contends that it is in the best interest of the Debtor,
the creditors, and the estate to sell the real property and/or
business operations of the Debtor.  

The Debtor wants to sell one or more of:

     (a) the real property located at 8195 North Military Trail,
Palm Beach Gardens: Listing Price $540,000; and

     (b) the real property located at 4555 Lillian Avenue, Palm
Beach Gardens: Listing Price: $199,000.

The Debtor believes that a sale of the real property will enable it
to pay its secured creditor TD Bank, N.A., the PACA creditors, and
other creditors through closing procedures and/or a plan of
reorganization.  The Debtor notes that the sale of certain assets
is a condition precedent to the filing of the plan of
reorganization.

The Debtor relates that the assets will be sold through an auction
sale and the Debtor and the creditors are in the process of
finalizing the sales/bidding procedures.  The Debtor anticipates
that the auction sale will take place on April, 2017.

The Debtor tells the Court that the continued use of cash
collateral is necessary and vital to its case.

A full-text copy of the Debtor's Motion, dated Jan. 23, 2017, is
available at
http://bankrupt.com/misc/C&DProduce2016_1615769pgh_193.pdf

TD Bank, N.A., can be reached at:

             TD BANK, N.A.
             5900 N. Andrews Ave., 2nd Floor
             Fort Lauderdale, FL 33309-2371

                     About C&D Produce Outlet

C & D Produce Outlet, Inc., and C & D Produce Outlet - South, Inc.,
filed separate Chapter 11 petitions (Bankr. S.D. Fla. Case Nos.
16-15760 and 16-15764) on April 21, 2016.  The petitions were
signed by Carol Saldana, the Debtors' president.  The Debtors are
represented by Craig I. Kelley, Esq., at Kelley & Fulton, P.L.  The
Debtors tapped Mary P. Rodgers, CPA, of Ackerman Rodgers CPA, PLLC,
as their accountant.  At the time of the filing, C & D Produce
Outlet, Inc. estimated assets at $0 to $50,000 and liabilities at
$100,000 to $500,000; C & D Produce Outlet - South, Inc., estimated
assets at less than $50,000 and liabilities at $500,000 to $1
million.


CAESARS ENTERTAINMENT: US Trustee Names New Reps for Committee
--------------------------------------------------------------
The Office of the U.S. Trustee announced in a Jan. 27 court filing
about the change in representatives for certain members of the
official committee of unsecured creditors of Caesars Entertainment
Operating Company, Inc.  

The new representatives are:

     (1) US Foods, Inc.
         Representative: Theresa Brown-Edwards
         9399 W. Higgins Road, Suite 600
         Rosemont, IL 60018

     (2) Law Debenture Trust Company of New York
         Representative: Frank Godino
         400 Madison Avenue, Suite 4D
         New York, NY 10017

     (3) Relative Value-Long/Short Debt3
         a Series of Underlying Funds Trust
         Representative: Andrew Chica
         c/o Hatteras Funds, LLC
         6601 Six Forks Road, Suite 340
         Raleigh, NC 27615-6520

     (4) Wilmington Trust, NA
         Representative: Peter Finkel
         Rodney Square North
         1100 N. Market Street
         Wilmington, DE 19890-00001

     (5) Hilton Domestic Operating Company Inc.
         Representative: Stephen Gangemi
         7930 Jones Branch Drive, 6th Floor
         McLean, Virginia 22102

                   About Caesars Entertainment

Caesars Entertainment Corp., formerly Harrah's Entertainment Inc.,
is one of the world's largest casino companies.  Caesars casino
resorts operate under the Caesars, Bally's, Flamingo, Grand
Casinos, Hilton and Paris brand names.  The Company has its
corporate headquarters in Las Vegas.  Harrah's announced its
re-branding to Caesar's in mid-November 2010.

In January 2015, Caesars Entertainment and subsidiary Caesars
Entertainment Operating Company, Inc., announced that holders of
more than 60% of claims in respect of CEOC's 11.25% senior secured
notes due 2017, CEOC's 8.5% senior secured notes due 2020 and
CEOC's 9% senior secured notes due 2020 have signed the Amended
and
Restated Restructuring Support and Forbearance Agreement, dated as
of Dec. 31, 2014, among Caesars Entertainment, CEOC and the
Consenting Creditors.  As a result, The RSA became effective
pursuant to its terms as of Jan. 9, 2015.

Appaloosa Investment Limited, et al., owed $41 million on account
of 10% second lien notes in the company, filed an involuntary
Chapter 11 bankruptcy petition against CEOC (Bankr. D. Del. Case
No. 15-10047) on Jan. 12, 2015.  The bondholders are represented
By Robert S. Brady, Esq., at Young, Conaway, Stargatt & Taylor
LLP.

CEOC and 172 other affiliates -- operators of 38 gaming and resort
properties in 14 U.S. states and 5 countries -- filed Chapter 11
bankruptcy petitions (Bank. N.D. Ill.  Lead Case No. 15-01145) on
Jan. 15, 2015.  CEOC disclosed total assets of $12.3 billion and
total debt of $19.8 billion as of Sept. 30, 2014.

Delaware Bankruptcy Judge Kevin Gross entered a ruling that the
bankruptcy proceedings will proceed in the U.S. Bankruptcy Court
for the Northern District of Illinois.

Kirkland & Ellis serves as the Debtors' counsel.  AlixPartners is
the Debtors' restructuring advisors.  Prime Clerk LLC acts as the
Debtors' notice and claims agent.  Judge Benjamin Goldgar presides
over the cases.

The U.S. Trustee has appointed an official committee of second
priority noteholders and an official unsecured creditors'
committee.

The U.S. Trustee appointed Richard S. Davis as Chapter 11 examiner.
The examiner retained Winston & Strawn LLP, as his counsel;
Alvarez & Marsal Global Forensic and Dispute Services, LLC, as
financial advisor; and Luskin, Stern & Eisler LLP, as special
conflicts counsel.

                         *     *     *

On January 17, 2017, the U.S. Bankruptcy Court for the Northern
District of Illinois confirmed the Third Amended Joint Plan of
Reorganization of Caesars Entertainment Operating Company, Inc. and
its affiliated debtors.


CAMBER ENERGY: Provides Operational Update
------------------------------------------
Camber Energy, Inc., updated its operational activity in its
recently acquired assets in Oklahoma.

In December 2016, the Company completed a 60-day well maintenance
and upgrade program on its wells in Oklahoma, which included the
replacement of down-hole pumps and added compression.  As a result,
Camber improved production rates in its Coyle field in the Hunton
formation by more than 60 percent since taking over operations in
August 2016.  Camber anticipates continued field enhancements
through the remainder of 2017 on 14 additional wells. By way of
example, the Company recently spent $10,000 to modify the
compression on a single well that resulted in a one-week production
rate of more than double the prior production rate.

"We are pleased with the results of our well performance upgrades,
and we plan to apply similar techniques to other wells in the
area," said Anthony C. Schnur, the chief executive officer of
Camber Energy.  "As we ramp-up production on our legacy and
newly-acquired assets, we will also continue to aggressively pursue
acquisition opportunities that target both producing and
nonproducing reserves located in or near our existing leaseholds.
We continue to work with our Board of Directors, and our senior
lender to establish our 2017 CAPEX and drilling program.  At this
point, we would expect to continue an aggressive field enhancement
program in our Oklahoma properties gearing up to commence drilling
operations in our newly acquired Permian assets in the second half
of 2017.  Obviously, increasing our production and cash flow in our
Oklahoma properties enhances our ability to drill additional well
locations both in Oklahoma and Texas.  We hope to have more details
on our 2017 CAPEX program in the coming weeks," Mr. Schnur
concluded.

                  About Camber Energy, Inc.

Based in Houston, Texas, Camber Energy (NYSE MKT: CEI) is a
growth-oriented, independent oil and gas company engaged in the
development of crude oil and natural gas in the Austin Chalk and
Eagle Ford formations in south Texas, the Permian Basin in west
Texas, and the Hunton formation in central Oklahoma.  The Company
changed its name from Lucas Energy, Inc. to Camber Energy, Inc.
effective Jan. 5, 2017.

Lucas Energy reported a net loss of $25.4 million for the year
ended March 31, 2016, compared to a net loss of $5.12 million for
the year ended March 31, 2015.

As of Sept. 30, 2016, Lucas Energy had $71.32 million in total
assets, $53.58 million in total liabilities and $17.74 million in
total stockholders' equity.

Hein & Associates LLP, in Houston, Texas, issued a "going concern"
qualification on the consolidated financial statements for the year
ended March 31, 2016, citing that the Company has incurred
significant losses from operations and had a working capital
deficit of $9.6 million at March 31, 2015.  These factors raise
substantial doubt about the Company's ability to continue as a
going concern.


CHAPARRAL ENERGY: Feb. 27 Plan Voting Deadline
----------------------------------------------
The deadline for voting on the joint plan of reorganization filed
by Chaparral Energy Inc., et al., is is 5:00 p.m. prevailing
Eastern Time on Feb. 27, 2017.

As previously reported by The Troubled Company Reporter, the
Debtors got a green flag for its Chapter 11 disclosure and voting
plan, after U.S. Bankruptcy Judge Laurie Selber Silverstein ruled
the company's efforts suitable for a solicitation of creditor and
shareholder votes, with voting to end on February 27 and a plan
confirmation hearing scheduled for March 9.

The Debtors' Plan provides that each holder of Class 6 General
Unsecured Claims -- estimated at $4.5 million -- will receive, in
full satisfaction, settlement, discharge and release of, and in
exchange for, the claim, its pro rata share of the new equity
interests pool.  In addition, each holder will receive subscription
rights to purchase its pro rata share of the applicable rights
offerings shares in accordance with the applicable rights offerings
procedures.  If the holder of an Allowed General Unsecured Claim
makes the convenience class election, then the holder will receive,
in lieu of the above and in full satisfaction, settlement,
discharge and release of, and in exchange for, the Allowed Class 6
Claim, payment in cash equal to and capped at $100,000, and the
holder will not be entitled to receive new equity interests or to
participate in the rights offerings on account of the claim.

Class 6 Claims are impaired under the Plan.

All cash necessary for the Debtors or the Reorganized Debtors, as
applicable, to make payments required pursuant to the Plan will be
obtained from their respective cash balances, including cash from
operations and the rights offerings.  The Debtors and the
Reorganized Debtors, as applicable, may also make payments using
Cash received from their subsidiaries through their respective
consolidated cash management systems and the incurrence of
intercompany transactions, but in all cases subject to the terms
and conditions of the restructuring documents.

The Disclosure Statement is available at:

           http://bankrupt.com/misc/deb16-11144-784.pdf
                  
The Debtors' disclosure statement dated Jan. 23, 2017, referring to
their joint plan of reorganization, provides that Class 6 General
Unsecured Claims -- estimated at $4.5 million -- would recover 65%
under the Plan.  Each holder of an Allowed General Unsecured Claim
would receive, in full satisfaction, settlement, discharge and
release of, and in exchange for, the claim, its pro rata share of
the new equity interests pool.  In addition, each holder would
receive subscription rights to purchase its pro rata share of the
applicable rights offerings shares in accordance with the
applicable rights offerings procedures.

                      About Chaparral Energy

Founded in 1988, Chaparral Energy, Inc., is a Delaware corporation
headquartered in Oklahoma City and a pure play Mid-Continent
independent oil and natural gas exploration and production
company.

At March 31, 2016, the Company had total assets of $1,229,373,000,
total current liabilities of $1,940,742,000 and total
stockholders' deficit of $759,546,000.

Chaparral Energy, Inc., and its 10 affiliates sought protection
under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case
No. 16-11144) on May 9, 2016.  The petitions were signed by Mark
A. Fischer, chief executive officer.

The Debtors are represented by Richard Levy, Esq., Keith Simon,
Esq., David McElhoe, Esq., and Marc Zelina, Esq., at Latham &
Watkins LLP; and Mark D. Collins, Esq., at Richards, Layton &
Finger, P.A., as counsel.  Kurtzman Carson Consultants LLC
serves as administrative advisor.

The Debtors continue to manage and operate their businesses as
debtors in possession pursuant to Sections 1107 and 1108 of the
Bankruptcy Code.  No trustee or examiner has been requested in
the Chapter 11 cases.

The Office of the U.S. Trustee on May 18, 2016, disclosed that no
official committee of unsecured creditors has been appointed in
the cases.

Milbank, Tweed, Hadley & McCloy LLP and Drinker Biddle & Reath LLP
represent an ad hoc committee of holders of (i) 9.875% Senior
Notes due 2020, (ii) 8.25% Senior Notes, and (iii) 7.625% Senior
Notes due 2022 issued by the Debtors.


CHARLES STREET: Taps Elliott Gottschalk as Real Estate Appraiser
----------------------------------------------------------------
Charles Street African Methodist Episcopal Church of Boston seeks
approval from Bankruptcy Court District of Massachusetts, Eastern
Division, to employ Steven G. Elliott as a commercial and
residential real estate appraiser for purposes of providing expert
appraisal testimony, by Ropes & Gray LLP, on behalf of the Church,
nunc pro tunc to January 12, 2017.

After inspecting the Properties, Mr. Elliot will produce an
appraisal report for each property, using the USPAP format. Mr.
Elliott will deliver the Appraisal Reports within three weeks of
inspection. Mr. Elliott may also, to the extent necessary, be
called upon by the Debtor to testify in Court.

Mr. Elliott attests that he is a "disinterested person" as that
term is defined in section 101(14) of the Bankruptcy Code, as
modified by sections 1107(b), and he does not hold or represent an
interest adverse to the Debtor's estate, including the Debtor's
creditors or any other parties in interest, in any matters relating
to the Debtor in this case.

The Debtor has agreed to pay Mr. Elliott a total fee of $3,000,
reflecting a fee of $2,000 for 545-551 Warren Street, $600 for 15
Elm Hill Avenue, and $400 for 5 Elm Hill Avenue. The Debtor will
also pay Mr. Elliott a fee for any testimony he provides in Court.
Such testimony will be compensated at a rate of $200 per hour.

The Appraiser can be reached through:

     Steven G. Elliot
     ELLIOTT GOTTSCHALK & ASSOCIATES INC
     87 Wendell Street, Second Floor
     Boston, MA 02110
     Phone: 617-314-6163

                         About Charles Street

Charles Street African Methodist Episcopal Church --
http://www.csrrc.org/-- is located in Roxbury, Massachusetts. The
Church is to advocate for the needs of community residents and to
strengthen individuals, families, and the community by providing
social, educational, economic, and cultural services.

The Church filed for Chapter 11 protection (Bankr. D. Mass. Case
No. 12-12292) on March 20, 2012, to prevent its lenders, OneUnited
Bank, from foreclosing on a $1.1 million loan and auctioning off
the church.

The Debtor estimated both assets and debts of between $1 million
and $10 million.

The church is being represented by the Boston firm Ropes & Gray
LLP, which is working free of charge.


CIRCULATORY CENTERS: Taps Lampl Law Offices as Legal Counsel
------------------------------------------------------------
Circulatory Centers of West Virginia, Inc. seeks approval from the
U.S. Bankruptcy Court for the Western District of Pennsylvania to
hire legal counsel.

The Debtor proposes to hire the Law Offices of Robert O Lampl to
give legal advice regarding its duties under the Bankruptcy Code,
and provide other legal services related to its Chapter 11 case.

The hourly rates charged by the firm are:

     Robert O Lampl     $400
     John Lacher        $375
     David Fuchs        $350
     Ryan Cooney        $275
     Paralegal          $150

Lampl does not represent any interest adverse to the Debtor,
according to court filings.

The firm can be reached through:

     Robert O Lampl, Esq.
     John P. Lacher, Esq.
     David L. Fuchs, Esq.
     Ryan J. Cooney, Esq.
     960 Penn Avenue, Suite 1200
     Pittsburgh, PA 15222
     Phone: (412) 392-0330
     Fax: (412) 392-0335
     Email: rlampl@lampllaw.com

          About Circulatory Centers of West Virginia

Circulatory Centers of West Virginia, Inc. sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. W. D. Pa. Case No.
17-20211) on January 20, 2017.  The petition was signed by Tom
Certo, president.  The case is assigned to Judge Gregory L.
Taddonio.

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


CITI CARS: CanUse NextGear Cash Collateral on Interim Basis
-----------------------------------------------------------
Judge A. Jay Cristol of the U.S. Bankruptcy Court for the Southern
District of Florida authorized the Debtor to use Capital, Inc. and
NextGear Capital, Inc.'s cash collateral on an interim basis.

Capital and NextGear Capital both agreed to the Debtor's use of
cash collateral.

Judge Cristol approved the Debtor's Budget which projects total
expenses of $23,712.

NextGear Capital asserts a first priority security interest in,
among other things, substantially all assets and proceeds of the
Debtor, including certain vehicles, by virtue of the security
interest granted by the Debtor to NextGear Capital under the Note
and NextGear's 2007 Financing Statement.

The Debtor was also authorized to sell the vehicles in the ordinary
course of business during the period of interim cash use.  

As adequate protection for the Debtor's use of cash collateral, the
Debtor was directed to provide NextGear Capital with adequate
protection as follows:

       (a) The Debtor will pay NextGear Capital a total of $51,305
for the following vehicles by the close of the first business day
after the date of entry of the Order:

     i. 2010 Toyota Tundra, VIN No. 5TFRY5F1XAX090800;
                  

     ii. 2013 Dodge Grand Caravan, VIN No. 2C4RDGCG8DR687236;
                  

     iii. 2015 Toyota Corolla, VIN No. 2T1BURHE6FC306703;
                  

     iv. 2010 Dodge Charger, VIN No. 2B3CA5CT1AH115069;
                  

     v. 2008 Buick Enclave, VIN No. 5GAER23778J169861;
                  

     vi. 2008 Ford F150, VIN No. 1FTPW12V78FA29368;
                  

     vii. 2011 Chevy G250, VIN No. 1GCWGFCA9B1175941; and
                  
     viii. 2004 Ford Explorer, VIN No. 1FMZU63W14UA68266.

       (b) Due to the pre-petition sale of the following Vehicles
– the 2012 Nissan Titan (VIN No. 1N6AA0FJ4CN320430) and 2012
Freightliner 2500 (VIN No. WDYPE8CC7C5654896) - the Debtor owes
NextGear Capital $28,992 the SOT Balance. Manheim Fort Lauderdale
is in possession of $13,725 from the pre-petition sale of the 2014
Chevy 1500 (VIN No. 3GCPCPEH1EG197213) at its auction. Accordingly,
Manheim Fort was authorized to remit to NextGear Capital, and
NextGear Capital was authorized to retain the entire $13,725, of
which $10,365 was owed to NextGear Capital by the Debtor on this
Vehicle as of the Petition Date. The additional $3,360 in proceeds
will be applied by the Creditor as payment towards the SOT Balance.


       (c) Upon the sale of any Vehicle, the Debtor will deposit
the proceeds from such sale in a segregated account approved by the
U.S. Trustee into which only the proceeds from the Vehicles are
deposited, and, will pay NextGear Capital the full amount owing on
that Vehicle and 10% of any amount over and above the Payoff Amount
until such time as the Debtor cures the SOT Balance.

       (d) The Debtor was authorized to use the remaining 90% of
the amount over and above the Payoff Amount solely for ordinary
operating expenses

       (e) The Debtor will grant NextGear Capital replacement liens
to the extent of the aggregate diminution in the value of any
NextGear Capital's cash collateral, on all of the post-petition
property acquired by the Debtor of the same type, nature, validity,
priority and extent of its pre-petition security interests.

The Debtor was directed to keep the Vehicles insured, under the
same terms and conditions set forth in the loan documents between
Debtor and NextGear Capital, and to remain current on all
post-petition tax liabilities.

The Debtor was authorized to use cash collateral until the earlier
of the final hearing or upon the occurrence of one or more of the
following termination events:

       (a)  Failure by the Debtor to perform or comply with any
Terms of the Order;

       (b) The entry of an order converting the Debtor's case to a
case under Chapter 7 of the Bankruptcy Code or appointing a Chapter
7 trustee or examiner;

       (c) The entry of an order dismissing or suspending this
case; and

       (d) The entry of an order in this case granting NextGear
Capital relief from the automatic stay to exercise its rights in
the Vehicles and other collateral pursuant to applicable
non-bankruptcy law.

The Court will conduct a final hearing on February 22, 2017, at
11:30 a.m., on the Motion.

A full-text copy of the Order, dated January 24, 2017, is available
at https://is.gd/ZTMhay

                  About Citi Cars Inc.

Citi Cars Inc. sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. S.D. Fla. Case No. 16-26681) on December 19, 2016.
The petition was signed by Bahram Armakan, president.  At the time
of filing, the Debtor estimated assets at $100,000 to $500,000 and
liabilities at $500,000 to $1 million in estimated liabilities.  

The Debtor is represented by John A. Moffa, Esq., at Moffa &
Breuer, PLLC.  


CLARK-CUTLER: Debtors, Panel Hire GlassRatner as Fin'l Consultant
-----------------------------------------------------------------
Clark-Cutler-McDermott Company, its debtor-affiliate and the
Official Committee of Unsecured Creditors seek permission from the
U.S. Bankruptcy Court for the District of Massachusetts to employ
GlassRatner Advisory & Capital Group LLC as estate professional
(financial consultant).

On September 2, 2016, the Committee and the Debtors filed a
complaint against General Motors LLC ("GM"), commencing the
Adversary Proceeding. The complaint, as amended on September 19,
2016, alleges claims of breach of contract, breach of fiduciary
duty, fraud, unfair and deceptive practices under Massachusetts
General Laws Chapter 93A (MGL), equitable subordination, avoidance
of unperfected liens, recovery of costs under Bankruptcy Code
section 506(c), and disallowance of GM's claims (the "Complaint").
The Complaint seeks significant money damages from GM.

The Debtors and Committee have determined that, in connection with
the prosecution of the claims in the Adversary Proceeding and
potentially in response to any counterclaims filed therein, it will
be necessary to obtain the services of a financial consultant to
evaluate the magnitude of the money damages caused by GM. The Firms
believe that GlassRatner has the requisite skill and expertise to
render such services.

The Debtors and Creditors require GlassRatner to:

     a. review the available documentation relating to the
financial issues and assist in the identification of the additional
information/documents to be obtained;

     b. investigate and analyze certain industry issues and
standards related to the relationship between automotive
manufacturers and their Tier 1 suppliers;

     c. investigate and analyze the financial harm (such as
diminution of enterprise value) attributable to the alleged actions
perpetrated by GM;

     d. if required, prepare a report, with supporting
documentation, summarizing findings and setting out opinions in a
manner that is easily understood and representative of the events;

     e. if required, and only upon further mutual agreement,
provide expert witness opinion testimony in mediation, arbitration
or court; and

     f. if required, perform a detailed examination, investigation
and critique of GM's expert witness report(s), as well as other
areas agreed upon.

GlassRatner will be paid at these hourly rates:

     Principals                      $525-$600
     Sr. Managing Directors          $425-$475
     Managing Directors              $325-$375
     Staff                           $215-$295

The Debtors have agreed to fund GlassRatner a $25,000 retainer that
shall be held by GlassRatner and not applied to any invoices
without prior order of the Court.

GlassRatner will also be reimbursed for reasonable out-of-pocket
expenses incurred.

Ian Ratner, managing partner and a financial advisor in the the
firm of GlassRatner Advisory & Capital Group LLC , assured the
Court that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtors and their estates.

GlassRatner can be reached at:

      Ian Ratner
      GlassRatner Advisory & Capital Group LLC
      3445 Peachtree Road, Suite 1225
      Atlanta, GA 30326
      Main: (404) 835-8840
      Mobile: (404) 931-7329
      Fax: (678) 904-1991
      E-mail; iratner@glassratner.com

             About Clark-Cutler-McDermott Company

Automobile parts manufacturer Clark-Cutler-McDermott Company and
its subsidiary CCM Automotive Lafayette LLC filed Chapter 11
petitions (Bankr. D. Mass. Case Nos. 16-41188 and 16-41189) on July
7, 2016.  The petitions were signed by James T. McDermott, CEO.
Judge Christopher J. Panos presides over the case.

The Debtors are represented by Charles A. Dale, III, Esq., David
Mawhinney, Esq., and Mackenzie Shea, Esq., at K&L Gates LLP.  The
Debtors tapped Conway MacKenzie Capital Advisors LLC as investment
banker; Sansiveri, Kimball & Co., LLP, as Tax Services Provider.

The Debtors each estimated assets of $10 million to $50 million and
debt of $10 million to $50 million at the time of the chapter 11
filings.

The Official Committee of Unsecured Creditors retained Mintz Levin
Cohn Ferris Glovsky and Popeo, P.C. as counsel to the Committee.


COSI INC: Has Until January 31 to File Chapter 11 Plan
------------------------------------------------------
Judge Melvin A. Hoffman of the U.S. Bankruptcy Court for the
District of Massachusetts extended Cosi, Inc., and its
debtor-affiliates' exclusive periods for filing a chapter 11 plan
and soliciting acceptances to the plan through January 31, 2017.

The Debtors sought the extension of their exclusive period for
filing a chapter 11 plan through February 9, 2017, and their
exclusive period for soliciting acceptances to their plan through
April 30, 2017.

As previously reported in the Troubled Company Reporter, without
the requested extension, the Debtors' exclusive filing period and
solicitation period would expire on January 26, 2017 and March 27,
2017, respectively.

The Debtors related that in the initial three months of their
cases, the Debtors and their counsel focused primarily on marketing
their business in connection with a proposed asset sale.
Subsequently, LIMAB, LLC, the stalking horse bidder pursuant to an
Asset Purchase Agreement, prevailed as the winning bidder in the
sale process. LIMAB then exercised its rights under the APA and
have the Debtors transfer ownership of their assets to LIMAB
pursuant to a plan of reorganization instead of by a purchase of
assets.

LIMAB is operating the Debtors' business pursuant to a
Court-approved interim operating agreement.  The Debtors related
that at this time, the Debtors and their counsel have been focused
on negotiating and implementing the operating agreement.

The Debtors also related that they are currently working with the
major plan constituencies in an attempt to reach an agreement on
key plan provisions.  Specifically, the Debtors have had extensive
discussions with LIMAB as well as the senior secured noteholders
regarding both their pre-petition claims as well as their claims as
DIP Lenders.  The Debtors have also kept the Committee apprised of
their progress toward a plan.

The Debtors told the Court that consistent with operating
agreement, they continue to hold the "Purchase Price" under the
APA, which will be utilized at plan confirmation, among other
potential assets, to fund the distribution to creditors.

                   About Cosi, Inc.

Cosi, Inc. is an international fast-casual restaurant company
featuring its crackly-crust flatbread made fresh throughout the day
and specializing in a variety of made-to-order hot and cold
sandwiches, salads, bowls, breakfast wraps, "Squagels" (square
bagels), melts, soups, flatbread pizzas, S'mores, snacks, deserts
and a large offering of handcrafted, coffee-based, and specialty
beverages.  Cosi prides itself on using the best ingredients,
including foods containing high quality proteins, and products
devoid of high-fructose corn-syrup and preservatives and
additives.

Cosi, the parent company of all the Debtors, was first established
in New York in 1996 and incorporated in Delaware in 1998.  In 2002,
Cosi became publicly traded company on the Nasdaq exchange under
the symbol "COSI".

Cosi, Inc., and its affiliated debtors filed Chapter 11 petitions
(Bankr. D. Mass. Lead Case No. 16-13704-MSH) on Sept. 28, 2016.
The cases are assigned to Judge Melvin S. Hoffman.

Prior to the Petition Date, the Debtors had 72 debtor-owned
locations and 35 franchised locations and employed 1,555 people.

The Debtors tapped  Joseph H. Baldiga, Esq. and Paul W. Carey,
Esq., at Mirick, O'Connell, DeMallie & Lougee, LLP, as counsel; and
DLA Piper LLP (US) as special counsel.

The Debtors hired The O'Connor Group as their financial consultant;
BDO USA, LLP as auditor and accountants; and Randy Kominsky of
Alliance for Financial Growth, Inc., as chief restructuring
officer.  

The U.S. Trustee appointed an Official Committee of Unsecured
Creditors composed of: Robert J. Dourney, Honor S. Heath of Nstar
Electric Company, and Paul Filtzer of SRI EIGHT 399 Boylston.  The
Creditors Committee is represented by Lee Harrington, Esq., at
Nixon Peabody LLP.  Deloitte Financial Advisory Services LLP serves
as financial advisor for the Committee.



DAP VENTURES: Unsecureds to Get $7,343.03 Over 60 Months
--------------------------------------------------------
DAP Ventures LLC filed with the U.S. Bankruptcy Court for the
Eastern District of Texas a disclosure statement referring to the
Debtor's plan of reorganization.

The Debtor will distribute to the holders of Class 4 General
Unsecured Claims monthly payments amortizing the full amount of
their Class 4 Claims totaling $7,343.03 over 60 months from the
first month following the Confirmation Date.  Class 4 General
Unsecured Claims will bear interest at the rate of 0.60% per annum.
Class 4 Claims are impaired.  Starting in the first month
following the Confirmation Date, the Debtor will distribute on
account of Class 4 Claims the sum of $124.26 on the 25th day of
each month, with each member of Class 4 receiving its pro rata
share of the sum.

During the term of the Plan, the Debtor will continue to operate
its business.  The Debtor's income will be dedicated to the payment
of obligations provided for under the Plan after appropriate
allowance for necessary expenses and taxes.  Should the net income
of the Debtor increase during the term of the Plan such that the
Debtor may increase payments to the holders of claims in Classes 1
to 4, the Debtor will do so to pay those claims sooner than as
contemplated by the Plan.

The Debtor will keep its property insured to protect the interests
of its secured creditors.

The Disclosure Statement is available at:

           http://bankrupt.com/misc/txeb16-60451-32.pdf

DAP Ventures LLC is a Texas limited liability company formed in
October 2010.  The sole member and manager of the Debtor is Debra
A. Parker.  The business of the Debtor is pet grooming and
boarding.  The Debtor owns the real estate on which it does
business and holds equipment, tools, supplies used in its business,
and cash in its debtor-in-possession account.  The Debtor owns real
property at 606 North Fredonia, Longview, Texas.
The Debtor has 10 part-time employees other than Debra A. Parker,
who devotes her full time to the business.

The Debtor filed a Chapter 11 bankruptcy petition (Bankr. E.D.Tex.
Case No. 16-60451) on July 27, 2016.  Michael Gazette, Esq., at the
Law Offices of Michael E. Gazette serves as the Debtor's bankruptcy
counsel.


DEASY ASSOCIATES: Hingham Institution to Get $785.33 Per Month
--------------------------------------------------------------
Deasy Associates LLC filed with the U.S. Bankruptcy Court for the
District of Massachusetts an amended disclosure statement dated
Jan. 25, 2017, for the Debtor's second post-confirmation modified
plan.

Class 1A is comprised of the Allowed Secured Claim of Hingham
Institution for Savings.  HIS asserts a secured claim against the
Debtor in the amount of $123,869.62, with a pre-petition arrearage
of $19,060.18.  HIS' Claim is secured by a first mortgage on the
Debtor's real property located at Little Sandy Pond Road, Plymouth,
Massachusetts.  Pursuant to the Court's order approving the sale of
Lot 25-3, the Debtor cured the arrearage and also made a principal
reduction payment of $15,000.  The Debtor has cured HIS' secured
loan.  The Debtor will satisfy the remaining balance on the allowed
claim of HIS by payment from the proceeds of the sale of Lot 25-2
or the first subdivided lots therefrom.  Until the property is
sold, the Debtor will make a monthly payment of $785.33 to HIS
which is interest only at 8.00%.  HIS will retain its lien on the
property until payment of the underlying debt as determined under
applicable nonbankruptcy law.  Class 1A is impaired.

Each holder of Class 3 - General Unsecured Claims will be paid in
full settlement and satisfaction of the claim, a lump sum payment
equal to the creditor's pro rata share of the distribution fund no
later than 60 days after the sale of Lot 25-2 in its entirety, or
if subdivided, the sale of a sufficient number of lots to generate
sufficient funds to pay a 100% dividend, and if not, the sale of
the last remaining lot.  The funds available to Class 3 creditors
will be the amount remaining in the Distribution Fund after payment
of all allowed administrative, secured, and priority claims (if
any).

As set forth in the Second Modified Plan, distribution fund means
the aggregate amount received by the Debtor from: (i) the sale of
Lot 25-3; (ii) the division of Lot 25-2 and subsequent sale of
lots; and (iii) the proceeds recovered from the default judgment
from the adversary proceeding against Coastlines Limited
Partnership.  There are $40,243.43 in allowed Class 3 claimants,
including scheduled amounts for creditors that did not file proofs
of claims.  For purposes of estimating the distribution to Class 3
creditors, the Debtor has assumed: (i) that the amount of the
distribution fund will be approximately $500,000; (ii) that all
filed claims will be allowed in the amount filed; and (iii) that
the amount of administrative claims and the amount of priority
claims do not substantially exceed the amount of those claims as
set forth in the Second Modified Plan.  In those circumstances, the
Debtor estimates that the amount of the dividend to the holders of
allowed general unsecured claims will be approximately 100%.
However, it must be noted that if the amount of allowed
administrative, secured, and priority claims are larger than
anticipated, then the dividend to unsecured creditors would be
reduced.  Class 3 is impaired.

The Amended Disclosure Statement is available at:

             http://bankrupt.com/misc/mab14-41882-157.pdf
  
The Debtor will make the required payments under the Second
Modified Plan from the distribution fund to the allowed
administrative, priority and general unsecured claims.

As reported by the Troubled Company Reporter on Dec. 21, 2016, the
Debtor filed with the Court a disclosure statement for the Debtor's
second post-confirmation modified plan dated Dec. 9, 2016.  The
Debtor's Second Modified Plan is a pot Plan and relies upon the
proceeds from these activities to fund it: (i) the sale of an 0.80
acre lot of land on Little Sandy Pond Road in Plymouth; (ii) the
subdivision and sale of an adjacent 11.24 acre lot; and (iii) the
proceeds from the recovery of a default judgment from an adversary
proceeding against Coastlines Limited Partnership.

                        About Deasy Associates

Deasy Associates, LLC, owner of an 11.24-acre parcel of land in
Plymouth, Massachusetts, filed a Chapter 11 petition (Bankr. D.
Mass., Case No. 14-41882) on Aug. 25, 2014.

The case is assigned to Judge Christopher J. Panos.  The Debtor is
represented by Michael J. Tremblay, Esq., and Matthew W. McCook,
Esq.


DELUXE CORP: S&P Affirms 'BB' CCR on Check Printing Dependency
--------------------------------------------------------------
S&P Global Ratings affirmed its ratings on U.S.-based Deluxe Corp.,
including the 'BB' corporate credit rating.  The rating outlook
remains stable.

"The improvement in Deluxe's financial risk profile reflects our
expectation that the company will continue to prudently manage its
balance sheet and maintain leverage below 1.5x over the next 12
months, and that the company will continue to make steady progress
on its business transformation efforts," said S&P Global Ratings'
credit analyst Minesh Patel.  The revised assessment had no effect
on S&P's ratings on the company.

The 'BB' corporate rating reflects the company's revenue dependency
on check printing, which is in secular decline due to competition
from alternative forms of payments.  However, Deluxe's low debt
leverage and the manageable rates of decline in check volumes,
combined with its increasing product diversification from the
growth of its marketing services business lines, partially offset
this risk.


DENNIS RAY JOHNSON: Trustee Taps Hoyer as Special Counsel
---------------------------------------------------------
Thomas Fluharty, Chapter 11 trustee for the bankruptcy estate of
Dennis Johnson II, seeks approval from the U.S. Bankruptcy Court
for the Southern District of West Virginia to hire a special
counsel.

The trustee proposes to hire Hoyer, Hoyer & Smith PLLC, former
legal counsel of Mr. Johnson, to assist him in evaluating,
negotiating and consummating the sale or disposition of assets, and
provide other legal services.

The hourly rates charged by the firm are:

     Ralph Hoyer           $425
     Christopher Smith     $400
     Stephen Hoyer         $350
     David Hoyer           $350
     Nicola Smith          $200
     Paralegals             $75

Christopher Smith, Esq., disclosed in a court filing that his firm
does not hold or represent any interest adverse to the trustee and
the bankruptcy estate.

The firm can be reached through:

     Christopher S. Smith, Esq.
     Hoyer, Hoyer & Smith PLLC
     22 Capitol Street
     Charleston, WV 25301
     Tel: 304‑344‑9821
     Toll Free: 1-800-296-9821
     Fax: 304‑344‑9519

                      About Dennis Ray Johnson

Dennis Ray Johnson, II, filed a Chapter 11 petition (Bankr. S.D.
W.Va. Case No. 16-30227) on May 9, 2016, and was represented by
Christopher S. Smith, Esq., at Hoyer, Hoyer & Smith, PLLC.  In
January 2017, Mr. Johnson tapped Lewis Glasser Casey & Rollins PLLC
as new counsel.

Mr. Johnson is a businessman with ownership interests in at least
10 entities. He operates various rental real estate entities and
coal associated operations. Mr. Johnson is a member of each of the
following debtor companies -- Appalachian Mining and Reclamation,
LLC, DJWV1, LLC, DJWV2, LLC, Elkview Reclamation and Processing,
LLC, Green Coal, LLC, Joint Venture Development, LLC, Little
Kentucky Elk, LLC, Moussie Processing, LLC, Producer's Coal, Inc.,
Producer's Land, LLC, Redbud Dock, LLC, Southern Marine Services,
LLC, Southern Marine Terminal, LLC, and The Silo Golf Course, LLC
-- and has filed a motion asking the Bankruptcy Court to jointly
administer the bankruptcy cases. Mr. Johnson is also a guarantor of
the debt for most of the companies.

Mr. Johnson operated as a debtor-in-possession until Thomas
Fluharty was appointed Chapter 11 trustee on November 7, 2016.


DIADEM ENTERPRISES: Taps Williams & Williams as Auctioneer
----------------------------------------------------------
Diadem Enterprises, Inc. seeks approval from the U.S. Bankruptcy
Court for the Northern District of Texas to hire an auctioneer.

The Debtor proposes to hire Williams & Williams Worldwide Real
Estate, LLC to auction its real property located near Memphis, Hall
County, Texas.

The firm will get a commission of 6% of the total sales price, plus
reimbursement of expenses.

Williams & Williams does not have any connection with the Debtor or
its creditors, according to court filings.

The firm can be reached through:

     Geoff Sills
     Williams & Williams Worldwide
     Real Estate, LLC
     7140 South Lewis Avenue, Suite 200
     Tulsa, OK 74136
     Phone: (918) 362-7300
     Fax: (918) 250-1916

                    About Diadem Enterprises

Diadem Enterprises, Inc. dba DMIC - Dale Miller Independent
Consultants, based in Memphis, Tex., filed a Chapter 11 petition
(Bankr. N.D. Tex. Case No. 16-20362) on December 16,
2016.  The petition was signed by Dale Miller, president.

The Hon. Robert L. Jones presides over the case.  Todd Jeffrey
Johnston, Esq., at McWhorter, Cobb & Johnson LLP, serves as the
Debtor's bankruptcy counsel.

In its petition, the Debtor estimated $1 million to $10 million in
both assets and liabilities.  

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/txnb16-20362.pdf


DON GREEN FARMS: Taps Suwannee Realty as Realtor
------------------------------------------------
Donald Green of Don Green Farms, Inc. seeks authorization from
United States Bankruptcy Court for the Northern District of
Florida, Gainesville Division, to employ Suwannee Realty as
realtor.

The Debtor is seeking to sell a residence he owns jointly with his
wife, located at 97 SE 241st Street, Suwannee, Florida 32628. The
Debtor wishes to employ the Realtor for the reason the firm has
extensive experience in selling real estate in Suwannee and has
received at least one written offer for the property in question.

The Debtor wishes to employ the Realtor under a dollar-based
commission agreement. The Realtor will be entitled to a payment of
6% out of the sale price of the house if it is sold.

The Realtor and the Debtor entered into the listing agreement prior
to the Petition Date.  Suwannee Realty has provided real estate
marketing services to the Debtor, Donald R. Green, since September
2016.  The Realtor does not have a pre-petition claim.

To the best of the Debtor's knowledge, Suwannee Realty has no other
connection with the creditors, or any other party of interest.

The Firm can be reached through:

     Sonja Reed
     SUWANNEE REALTY, LLC
     P.O. Box 247
     Suwannee, FL 32692
     Tel: (352) 542-0704
     Email: Sonjareed673@aol.com

                   About Don Green Farms

Don Green Farms, Inc. filed a Chapter 11 petition (Bankr. N.D. Fla.
Case No. 16-10261), on Nov. 16, 2016.  The petition was signed by
Donald R. Green, president.  The Debtor is represented by Seldon J.
Childers, Esq., at ChildersLaw, LLC.  The Debtor disclosed total
assets at $13,987 and total liabilities at $3.95 million.


DORCH COMMUNITY: Plan Confirmation Hearing on Feb. 21
-----------------------------------------------------
The U.S. Bankruptcy Court for the District of South Carolina has
conditionally approved Dorch Community Care Center LLC's disclosure
statement filed on Jan. 5, 2017, referring to the Debtor's Chapter
11 plan filed on Jan. 5, 2017.

A hearing to consider the final approval of the Disclosure
Statement and confirmation of the Plan will be held on Feb. 21,
2017, at 9:30 a.m.

Objections to the Disclosure Statement and confirmation of the
Plan, as well as written acceptances or rejections of the Plan,
must be filed by Feb. 15, 2017.

As reported by the Troubled Company Reporter on Jan. 12, 2017, the
Debtor will pay its unsecured creditors 100% of their claims,
according to the Disclosure Statement.  South Carolina Community
Bank's secured claim of $200,000 will be paid at the rate of
$42,850 until the claim is paid in full.  The Debtor will continue
to remit adequate protection payments of $1,000 until the effective
date of the Plan.

           About Dorch Community Care Center LLC

Dorch Community Care Center LLC filed a Chapter 11 petition (Bankr.
D.S.C. Case No. 16-04486) on Sept. 2, 2016, and is represented by
J. Carolyn Stringer, Esq., at Stringer Law.


DOWLING COLLEGE: Committee Taps SilvermanAcampora as Legal Counsel
------------------------------------------------------------------
The official committee of unsecured creditors of Dowling College
seeks approval from the U.S. Bankruptcy Court for the Eastern
District of New York to hire legal counsel.

The committee proposes to hire SilvermanAcampora LLP to give legal
advice regarding its duties under the Bankruptcy Code, analyze
claims of creditors, assist in the preparation of a bankruptcy
plan, and provide other legal services.

The hourly rates charged by the firm are:

     Attorneys             $300 - $695
     Paraprofessionals     $140 - $210

Ronald Friedman, Esq., at SilvermanAcampora, disclosed in a court
filing that his firm is a "disinterested person" as defined in
section 101(14) of the Bankruptcy Code.

In accordance with Appendix B-Guidelines for reviewing fee
applications filed by attorneys in larger Chapter 11 cases, Mr.
Friedman disclosed that his firm has not agreed to any variations
from, or alternatives to, its standard or customary billing
arrangements.

Mr. Marriot also said that his firm has not represented the
committee in the 12 months leading up to Dowling College's
bankruptcy filing, and that the committee has approved a 30-week
budget and staffing plan, which coincides with Dowling College's
budget for its debtor-in-possession financing facility.

SilvermanAcampora can be reached through:

     Ronald J. Friedman, Esq.
     SilvermanAcampora LLP
     100 Jericho Quadrangle, Suite 300
     Jericho, NY 11753
     Phone: (516) 479-6300

                      About Dowling College

Dowling College sought Chapter 11 bankruptcy protection (Bankr.
E.D.N.Y. Case No. 16-75545) on Nov. 30, 2016, estimating assets of
$100 million to $500 million and debt of less than $100 million.

The Debtor is represented by Klestadt Winters Jureller Southard &
Stevens, LLP.  Robert Rosenfeld of RSR Consulting, LLC serves as
its chief restructuring officer while Garden City Group, LLC serves
as its claims and noticing agent.

The Debtor also hired FPM Group, Ltd. as consultant, Eichen &
Dimeglio PC as accountant, and A&G Realty Partners, LLC and Madison
Hawk Partners, LLC as real estate advisors.

On December 9, 2016, the Office of the U.S. Trustee appointed an
official committee of unsecured creditors.

Founded in 1955 as part of Adelphi College's outreach to Suffolk
County, New York, the Debtor became the first four-year,
degree-granting liberal arts institution in the county.  It
purchased the former W.K. Vanderbilt estate in Oakdale in 1962.

In 1968, the Debtor severed its ties with Adelphi and was renamed
after its chief benefactor, Robert Dowling, a noted city planner
and aviator.  It expanded its facilities in 1993 with the
development of the Brookhaven campus.


DURANGO GEORGIA: Court Says ERISA Controls PBGC Claim Calculation
-----------------------------------------------------------------
Judge John S. Dalis of the United States Bankruptcy Court for the
Southern District of Georgia granted in part Pension Benefit
Guaranty Corporation's motion for summary judgment on the objection
filed by Durango Georgia Paper Company, et al., to PBGC's claim.

PBGC's claim number 1581 was for unfunded benefit liabilities of
the Durango-Georgia Paper Company Pension Plan for Hourly
Employees.  The debtors, acting by and through their Liquidating
Trustee, objected to the method by which the claim was calculated.

PBGC asserted that nonbankruptcy law controls, specifically Title
IV of the Employee Retirement Security Act of 1974 (ERISA).  Under
ERISA, the claim would be calculated using the assumptions in a
regulation codified at 29 C.F.R. pt. 4044.41-.75 ("Valuation
Regulation").

The Liquidating Trustee asserted that the Bankruptcy Code controls
and that the claim must be calculated under bankruptcy valuation
principles.  Such independent valuation could mean applying a
"prudent investor" standard instead of the Valuation Regulation,
refashioning the Valuation Regulation with different interest rate
and discount rate assumptions, or using some other approach to
determine the present value of the claim.

Judge Dalis held that PBGC is correct, and that ERISA and its
regulations control the calculation of the claim.  The judge found
that the Valuation Regulation is not contrary to or qualified by
any provision of the Bankruptcy Code.  Thus, the judge held that
the Valuation Regulation controls the calculation of the claim.

A full-text copy of Judge Dalis' January 18, 2017 opinion and order
is available at http://bankrupt.com/misc/gasb02-21669-2722.pdf

                      About Durango Georgia

Based in St. Mary's, Georgia, Durango Georgia Paper Company --
http://www.durangopaper.com/-- was a nationally recognized   
bleached board and kraft paper producer in the U.S. offering
coast-to-coast and international service.  On Oct. 29. 2002,
creditors filed an involuntary chapter 7 petition against Durango.
The Company filed for chapter 11 relief on Nov. 20, 2002 (Bankr.
S.D. Ga. Case No. 02-21669).  George H. Mccallum, Esq., at Stone &
Baxter, LLP, Kate D. Strain, Esq., at Hunter, Maclean, Exley &
Dunn, PC, and Neil P. Olack, Esq., at Duane Morris LLP, represent
the Debtor in its restructuring efforts.  Bridge Associates, LLC,
was appointed as Liquidating Trustee under the terms of a Plan of
Liquidation approved by creditors and confirmed by the Bankruptcy
Court in June 2004.


EASTERN OUTFITTERS: Versa Shopping EMS & Bob's, NY Post Says
------------------------------------------------------------
At least three more apparel chains -- Wet Seal, Eastern Mountain
Sports and Bob's Stores  -- are running short of cash and on the
verge of filing for bankruptcy protection, The New York Post has
learned, according to a report by The Post's Lisa Fickenscher and
Josh Kosman.

The report also said a fourth chain, outdoor retailer Gander
Mountain has hired a financial adviser.

     (A) Wet Seal

NY Post reported that for Wet Seal -- owned by Versa Capital, a
private equity firm -- a poor holiday made it impossible to obtain
new financing, according to a recent regulatory filing.

As reported by the Troubled Company Reporter, The Wet Seal, Inc.,
and three affiliates, The Wet Seal Retail, Inc., Wet Seal Catalog,
Inc., and Wet Seal GC, LLC, filed separate Chapter 11 petitions
(Bankr. D. Del. Case Nos. 15-10081 to 15-10084) on Jan. 15, 2015.
The Delaware bankruptcy court on October 30, 2015, entered an order
confirming the First Amended Joint Plan of Liquidation.  The Plan
was co-proposed by the Debtors and the Creditors Committee.  The
Plan was originally filed with the Bankruptcy Court on August 10,
2015 and subsequently amended on September 8, 2015.  The Plan
became effective on December 31, 2015.

As widely reported in January 2017, Wet Seal is shutting its
Irvine, Calif., headquarters and closing its 171 stores.

     (B) Eastern Mountain Sports
     (C) Bob's Stores

EMS and Bob's Stores -- which, like Wet Seal, were bought out of
bankruptcy by Versa less than a year ago -- are running out of cash
and could file Chapter 11 as soon [as Jan. 27, 2017], according to
two sources familiar with the situation, The Post said.  Those
sources also told The Post that over the last several weeks, Versa
tried unsuccessfully to sell both EMS and Bob's.

As reported by the Troubled Company Reporter, EMS and Bob's Stores
former parent, Vestis Retail Group, sought Chapter 11 bankruptcy
protection in April 2016.  That case is ongoing.  Vestis was also
the operator of the Sport Chalet retail chain.

According to The Post, Eastern Outfitters, the holding company that
owns the chains, said in a statement, "We are evaluating a number
of strategic options. No decisions have been made."

According to the TCR report, Vestis BSI Funding served as stalking
horse bidder and acquired substantially all of Vestis' assets as a
going concern, subject to the terms and conditions of an Asset
Purchase Agreement dated April 17, 2016, for a purchase price
comprising of cash equal to $1,500,000, a credit bid of
$35,000,000, and the pay off of all outstanding DIP obligations.
The buyer is affiliated with Versa Capital Management, LLC, Vestis'
equity sponsor.

According to The Post, Lowenstein Sandler's Jeffrey Cohen, who was
the lead lawyer for the chains' creditors committee last year, said
one telltale sign that they are headed south is that they didn't
place orders for the upcoming season at the Outdoor Retailer Winter
Market conference earlier in January in Salt Lake City, Utah.
"Word started to get around at the conference that they were in
trouble again," Mr. Cohen said, according to The Post report.

     (D) Gander Mountain

The Post, citing several sources, also reported that some vendors
of outdoor retailer Gander Mountain have stopped talking orders and
the Company just hired financial adviser Lazard.  A Gander
spokesman declined to comment.

Stan Bullard, writing for Crain's Cleveland Business, reported that
Gander Mountain plans to shut its Sheffield Village, Lorain County,
store in mid-February.  However, the report added, Jess Myers, a
spokesman for St. Paul, Minn.-based Gander Mountain, said in a Jan.
26, email that the store is closing "due to an expiring lease at
the end of the year."


EDGE FINANCIAL: Names Robert Bassel as Bankruptcy Counsel
---------------------------------------------------------
Edge Financial Group, Inc. seeks authorization from the U.S.
Bankruptcy Court for the Eastern District of Michigan to employ
Robert Bassel as bankruptcy counsel.

Mr. Bassel currently charges $300 per hour for legal services.

Mr. Bassel will also be reimbursed for reasonable out-of-pocket
expenses incurred.

The counsel received a retainer of $15,000, of which $1,717 was
used for the filing fee, and $5,700 was used for prepetition legal
fees leaving a retainer of $7,583.

Mr. Bassel assured the Court that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code and does not represent any interest adverse to the Debtor and
its estate.

The counsel can be reached at:

       Robert N. Bassel, Esq.
       P.O. Box T
       Clinton, MI 49236
       Tel: (248) 677-1234
       E-mail: bbassel@gmail.com

Edge Financial Group, Inc., based in Romulus, Mich., filed a
Chapter 11 petition (Bankr. E.D. Mich. Case No. 16-55249) on
November 10, 2016. The case is assigned to Judge Phillip J
Shefferly. Robert N. Bassel, Esq., serves as bankruptcy counsel.

In its petition, the Debtor estimated $100,000 to $500,000 in
assets and $1 million to $10 million in liabilities.  The petition
was signed by Ibri Shehu, sole shareholder.

The Debtor did not include a list of its largest unsecured
creditors when it filed the petition.


EMPRESA LOCAL: Disclosure Statement Hearing Set for March 1
-----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Puerto Rico is set to
hold a hearing on March 1, at 2:00 p.m., to consider approval of
the disclosure statement explaining the Chapter 11 plan of Empresa
Local Global Inc.

The hearing will take place at the Jose V. Toledo Federal Building
and U.S. Courthouse, Courtroom No. 1, Second Floor, 300 Recinto,
Sur, Old San Juan, Puerto Rico.  

Objections must be filed not less than 14 days prior to the
hearing.

                   About Empresa Local Global

Empresa Local Global, Inc., filed for Chapter 11 bankruptcy
protection (Bankr. D.P.R. Case No. 14-06675) on August 14, 2014.
The Debtor, formerly known as Casas Mi Estillo, was created in 1987
and was in the business of selling wooden prefabricated houses in
Puerto Rico.  The case is assigned to Judge Brian K. Tester.

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

The Debtor is represented by Charles A. Cuprill-Hernandez, Esq., in
San Juan, Puerto Rico.


EMPRESA LOCAL: Unsecureds to Recoup 100% Under Plan
---------------------------------------------------
Empresa Local Global, Inc., filed with the U.S. Bankruptcy Court
for the District of Puerto Rico a disclosure statement referring to
the Debtor's plan of reorganization.

Class 1 Allowed General Unsecured Claims -- estimated at $12,973.98
-- are unimpaired under the Plan, with an estimated recover of
100%.  

The claims will be paid with available funds arising from the
Debtor's rent income and the sale of 729.50 square meters of its
realty at Urbanizacion Industrial No. 3, Avenida By Pass, Ponce, PR
to Furiel Auto Corp. for $200.00 per square meter for a total of
$145,900.  The funds are more than sufficient to pay all creditors
in full on the Effective Date of the Plan.

The Disclosure Statement is available at:

             http://bankrupt.com/misc/prb14-06675-328.pdf
    
The Plan was filed by the Debtor's counsel:

     Charles A. Cuprill-Hernandez, Esq.
     CHARLES A. CUPRILL, P.S.C., LAW OFFICES
     356 Fortaleza Street
     Second Floor
     San Juan, PR 00901
     Tel: (787) 977-0515
     Fax: (787) 977-0518
     E-mail: ccuprill@cuprill.com

Empresa Local Global, Inc., filed for Chapter 11 bankruptcy
protection (Bankr. D.P.R. Case No. 14-06675).  The Debtor, formerly
known as Casas Mi Estillo, was created in 1987 and was in the
business of selling wooden prefabricated houses in Puerto Rico.


EMPRESAS PLAYA: U.S. Wants Ban on Access to Cash Collateral
-----------------------------------------------------------
The United States of America asks the U.S. Bankruptcy Court for the
District of Puerto Rico to prohibit or condition Empresas Playa
Joyuda, Inc.'s use of cash collateral as is necessary to provide
adequate protection of the United States' interest.

The United States asserts a federal tax lien against the Debtor for
several periods of unpaid employment taxes, and has filed a proof
of its secured claim in the amount of $25,723, which the Debtor has
not disputed.

The United States contends that the federal tax lien attaches to
all rights to property, whether real or personal, belonging to
Debtor, and among the property securing the United States' claim
are cash or cash equivalents, accounts receivable, and proceeds of
the accounts receivable.

The United States contends that although the Debtor has entered a
stipulation with a separate secured creditor to allow for use of
cash collateral, the Debtor has not sought or obtained the United
States' approval to use cash collateral, or entered a
court-approved plan of adequate protection for the United States
allowing for use of that collateral.

The United States further contends that based on the monthly budget
estimates that the Debtor has provided in its Emergency Motion
Requesting Authorization to Use Cash Collateral, the Debtor's
operating expenditures average over 13 months to approximately
$36,000 per month, a significant amount which the Debtor is
nonetheless apparently able to meet with cash collateral.

                About Empresas Playa Joyuda

Empresas Playa Joyuda, Inc. filed a Chapter 11 bankruptcy petition
(Bankr. D.P.R. Case No. 15-09594) on Dec. 1, 2015.  The petition
was signed by Cesar Perez Perichi, president and treasurer.  The
Debtor is represented by Victor Gratacos Diaz, Esq., at Gratacos
Law Firm, PSC.  The Debtor disclosed $939,685 in assets and $2.74
million in liabilities.


ENERGY TRANSFER: Fitch Assigns BB+/R1 Rating to Secured Term Loan
-----------------------------------------------------------------
Fitch Ratings has assigned a 'BB+/RR1' rating to Energy Transfer
Equity, LP's (ETE) senior secured term loan offering. The term loan
will be secured by a first priority interest in all tangible and
intangible assets of ETE, including its ownership interests in its
operating partnership subsidiaries, consistent with ETE's existing
term loan and secured revolver. Proceeds are expected to be used to
repay the existing term loan.

Fitch believes the refinancing of the term loan to be mildly credit
positive for ETE in that it helps push out maturities, providing a
longer runway for ETE to see improvement in the credit and
distribution payment profile of its subsidiaries. ETE's ratings
reflect Fitch's expectation that while leverage on a deconsolidated
basis at ETE will continue be elevated in 2017, it should improve
significantly as ETE's operating subsidiary partnerships,
particularly Sunoco Logistics Partners, LP (SXL; 'BBB'/Rating Watch
Negative) and Energy Transfer Partners, LP (ETP; 'BBB-'/Stable
Outlook) complete large capital spending programs and those cash
flows come online and distributions up to ETE increase.

ETE's capital needs at the ETE level are limited, operating and
interest expenses are generally low, and ETE maturities are
manageable in the near term, with no maturities on any debt until
late 2018, when the revolver comes due.

Fitch believes that the current incentive distribution waivers and
recent equity support provided by ETE to ETP should help maintain
the underlying subsidiary's current credit profiles. The resulting
increase in ETE leverage, stemming from distribution waivers,
beyond Fitch's 4.5x standalone negative ratings sensitivity should
be temporary with ETE leverage moving back below 4.0x in 2018 and
beyond as the incentive distribution waivers roll off. Weakening
credit profiles or negative rating actions at ETE's underlying
partnership subsidiaries could lead to a negative ratings action at
ETE. Fitch would look to maintain at least a one-to-two-notch
separation between the Issuer Default Rating (IDR) of ETE and the
entities providing the majority of the cash needed to support ETE's
structurally subordinated debt.

Fitch primarily assesses ETE's non-consolidated financial
characteristics to determine the company's ability to support its
fixed obligations. In particular, for financial ratio analysis,
Fitch assesses the amount and quality of ETE's cash flows derived
from distributions from its underlying partnership subsidiaries
relative to the amount of its direct debt and interest payments at
the ETE level.

KEY RATING DRIVERS

Weak 2017 Metrics: ETE's deconsolidated leverage (debt/adj. EBITDA
which Fitch calculates as ETE debt divided by distributions
received from subsidiaries less ETE level operating expenses) is
expected to remain elevated in 2017, moving above 4.5x. Fitch
expects ETE deconsolidated leverage of roughly 4.5x to 4.8x for
2017 given the expected incentive distribution waivers anticipated
at ETE in support of operating subsidiaries ETP/SXL. Fitch projects
ETE's leverage should improve dramatically to below 4.0x in 2018 as
these waivers begin to decrease, and distribution begin to grow at
the operating partnerships as ETP's and SXL's large project backlog
is completed. Given the ETP/SXL project backlog and funding needs
Fitch believes that maintaining investment-grade credit profiles at
the operating subsidiaries ETP and SXL is a more important factor
for ETE's credit quality than elevated leverage levels, which are
only expected to be temporary. Should operating performance,
construction delays or other negative events occur at ETP/SXL which
pressure the credit quality of these subsidiaries to below 'BBB-'
Fitch would likely take a negative rating action at ETE.

Pending Merger: The affirmation considers that in November 2016,
SXL announced it would acquire ETP in a unit-for-unit transaction
which is expected to close in first quarter 2017 (1Q 2017), subject
to regulatory approval and ETP unitholder vote. Fitch placed SXL's
ratings on Rating Watch Negative following the acquisition
announcement, driven by an expected increase in leverage at SXL due
to the assumption of ETP debt. Fitch will resolve the Negative
Watch at or near the closing of the merger. The most likely
scenario is that the rating will be downgraded one notch to 'BBB-'
given expectations for leverage to remain high. While not expected,
the existing ratings may remain in place if leverage is forecasted
by Fitch to be under 4.5x on a sustained basis. SXL will be the
acquiring entity, the existing incentive distribution rights
provisions in the SXL partnership agreement will continue to be in
effect, and ETE will own the incentive distribution rights of SXL
following the closing of the transaction.

As part of the merger transaction, ETE has agreed to continue to
provide all the incentive distribution right subsidies that are
currently in effect with respect to both partnerships to the
combined entity. The transaction is expected to be immediately
accretive to SXL's distributable cash flow per common unit and is
also expected to allow the combined partnership to be in a position
to achieve near-term distribution increases in the low double
digits and a more than 1.0x distribution coverage ratio.

Fitch believes the merger as currently proposed will be mildly
positive to ETP's credit profile, but neutral to ETP's ratings at
the current 'BBB-' level. The transaction will allow the combined
entities to preserve cash, increase the size, scale and geographic
scope of the businesses, simplify the ETE organizational structure
(at least somewhat), and alleviate some of the structural
subordination at ETP with regard to SXL's debt.

Fitch believes that there are risks to closing, as ETP unitholder
approval of the transaction will be needed. Further, there remains
some uncertainty around ETP's plan to de-lever should the merger
not close. Management has indicated that a distribution cut could
be in order to help ETP increase its financial health absent this
transaction. Additionally, even with this proposed merger, there
will remain four separate publicly traded entities within the ETE
family and the potential for further structural simplification. The
combined entities will still have incentive distribution payments
which can increase the equity cost of capital and be prohibitive to
growth spending. While these payments are not expected to be overly
burdensome for the combined entities in the near term, Fitch
believes they could provide a catalyst for further interfamily
transactions.

Structural Subordination: ETE's ratings consider that its roughly
$6.4 billion in parent-level debt is structurally subordinate to
roughly $34 billion in subsidiary-level debt and reliant on
subsidiary distributions to support ETE level obligations. Fitch
expects ETE to generate roughly $1.4 billion to $1.5 billion in
standalone adj. EBITDA in 2017, consisting primarily of
distributions from its subsidiaries, growing to well over $2.3
billion by 2019. The distributions from subsidiaries should be
stable in the outer years as ETE's largest cash flow provider, a
combined ETP/SXL, will have operations underpinned by stable cash
flow assets and are expected to generate growing cash distributions
as ETP/SXL works through its large growth spending backlog. Much of
this spending backlog is expected to progress despite low commodity
prices. These projects are largely focused on transportation assets
and are generally backed by capacity reservation (fixed-fee
take-or-pay) type contracts with solid investment-grade
counterparties. ETE's operating affiliates do have some operating
flexibility with adequate liquidity and Fitch expects each
subsidiary will be able to fund their planned growth with capital
market transactions without negatively affecting their's or ETE's
credit metrics on a sustained basis.

Large Diversified Asset Base: ETE's direct and indirect ownership
interests in ETP, SXL, Sunoco, LP (SUN), PennTex Midstream
Partners, LP, and Energy Transfer LNG provide a significant amount
of geographic and business line diversity. This diversity provides
a solid operating asset base and what has been and should continue
to be a good platform for growth within most of the major U.S.
production regions. Currently, ETE's operating partnerships and its
subsidiaries own and operate roughly 71,000 miles of natural gas,
crude and natural gas liquids (NGL) pipelines, 65+ processing
plants, treating plants and fractionators, significant compression,
and large-scale, underground liquid and natural gas storage, as
well as a significant retail/wholesale fuel distribution business.

KEY ASSUMPTIONS

Fitch's key assumptions within Fitch rating case for the issuer
include:

-- The pending transaction with SXL acquiring ETP occurs as
planned and the transaction closes at the end of 1Q or early 2Q of
2017;

-- Leverage at year-end 2017 at combined SXL/ETP is just below 5x;
Fitch expects leverage to decline in the following two years.

-- ETE provides incentive distribution waivers to SXL/ETP
consistent with management guidance.

RATING SENSITIVITIES

Negative: Future developments that may, individually or
collectively, lead to a negative rating action include:

-- Increasing ETE parent company leverage above 4.5x on a
sustained basis. With no immediate 2017 maturities, Fitch could
tolerate elevated standalone leverage above 4.5x for 2017 provided
it is temporary and done in support of maintaining investment-grade
credit profiles at operating subsidiaries;

-- Weakening credit profiles or negative rating actions at SXL and
ETP to below investment grade. Fitch will seek to maintain a
one-to-two-notch separation between ETE and the entities providing
the majority of the cash needed to support ETE's structurally
subordinated debt.

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

-- ETE parent company debt-to-EBITDA below 2.0x on a sustained
basis provided the majority of distributions are coming from 'BBB-'
rated subsidiaries; that target could be higher if subsidiaries are
rated higher than 'BBB-';

-- Improving credit profiles at underlying partnerships.

LIQUIDITY

Liquidity is Adequate: ETE has access to a $1.5 billion secured
revolving credit facility that matures in December 2018. ETE's
operating affiliates have significant operating flexibility with
adequate liquidity and the ability to fund their planned growth
with capital market transactions. Potential uses of the revolver
include: funding stock buybacks, future acquisitions, and to
initiate organic growth projects not financed at the MLPs. Pro
forma for the transaction maturities remain highly manageable with
ETE having no significant debt maturities until the revolver comes
due 2018, and with this offering and the repayment of the 2019 term
loan, a manageable maturity schedule thereafter. Approximately $885
million was drawn under ETE's revolver as of Sept. 30, 2016 leaving
$615 million in availability.

The ETE revolver and term loans have two financial covenants: a
maximum leverage ratio of 6x to 1x; 7x to 1x during a specified
acquisition period and fixed charge coverage ratio of 1.5x- 1.0x.
ETE notes, term loan and credit facility are secured by a first
priority interest in all tangible and intangible assets of ETE,
including its ownership interests in ETP. ETE was in compliance
with all of its covenants as of Sept. 30, 2016. Pro.forma for the
transaction ETE is expected to be well within compliance of its
covenants.

FULL LIST OF RATING ACTIONS

Fitch assigns the following rating:

-- Senior secured term loan 'BB+/RR1.'

Fitch currently rates ETE as follows:

Energy Transfer Equity, L.P.

-- Long-Term Issuer Default Rating 'BB';
-- Secured senior notes 'BB+/RR1';
-- Secured term loan 'BB+/RR1';
-- Secured revolving credit facility 'BB+/RR1'.

The Rating Outlook is Stable.

-- Senior unsecured notes due 2024 'BB/RR4'.


EPICENTER PARTNERS: Hires CBRE as Real Estate Broker
----------------------------------------------------
EpiCenter Partners LLC, et al., seek permission from the U.S.
Bankruptcy Court for the District of Arizona to employ CBRE, Inc.,
as real estate broker for the Debtors.

On May 16 and July 6, 2016, the Debtors filed their petition under
Chapter of the U.S. Bankruptcy Code.  On May 17 and July 26, 2016,
the Court entered Orders granting Joint Administration.

The Debtors continue to operate their businesses and manage their
assest as Debtors-in-Possession.

The Debtors wish to employ CBRE, Inc., as exclusive agent with the
right to list and market the Debtors' leasing rights and
obligations as a tenant (in whole or in potions) under the Master
Lease regarding these properties:

       a. Approximately 37.60 acres at the NWC of 56th Street and
Loop 101, Phoenix, Maricopa County, Arizona, also known as
EpiCenter.

       b. Approximately 12.27 acres at the NWC of 56th Street and
Loop 101, Phoenix, Maricopa County, Arizona, also known as
EpiCenter.

It is necessary in the administration of the bankruptcy estates
that the Debtors' leasing rights and obligations regarding the
Properties be sold.

The Debtors have agreed to pay CBRE the proposed commission
schedule:

a. Commission Schedule #1
          
        Where the purchaser is represented by a Non-CBRE
Cooperating Broker or a CBRE Non-Listing Team Agent ("Cooperative
Broker"), the Commission Schedule shall be paid (and split 50/50
with Cooperating Broker) based upon the gross sale price negotiated
between the parties for the purchase of the Leasing Rights (the
"Gross Sale Price") was follows:

        5.0% first $5,000,000; plus
        3.5% above $5,000,000 to $10,000,000; plus
        2.0% above $10,000,000 to $20,000,000; plus
        1.5% above $20,000,000 to $40,000,000; plus
        1.0% above $40,000,000 to $60,000,000; plus
        0.5% above $60,000,000 to $80,000,000; plus
        0.25% over $80,000,000

b. Commission Schedule #2

       Where a purchaser is not represent by a Cooperating Broker
the commission shall be 60%of the Commission Schedule #1 based upon
the Gross Sale Price.

Craig Henig, designated real estate broker with CBRE, Inc., assured
the Court that the firm does not represent any interest adverse to
the Debtors and their estates.

CBRE can be reached at:

      Craig Henig
      CBRE, Inc.
      2415 E. Camelback Rd.
      Phoenix, AZ 85016
      Phone: +1 602-735-5555
      E-mail: craig.henig@cbre.com

                     About Epicenter Partners

Epicenter Partners LLC and Gray Meyer Fannin LLC sought protection
under Chapter 11 of the Bankruptcy Code (Bankr. D. Ariz. Lead Case
No. 16-05493) on May 16, 2016.

GMF came into existence in 2001. It was originally formed for the
purpose of providing development services for affiliates.

Epicenter came into existence in 2004.  It was formed for the
purposes of acquiring, managing, selling or holding land for
investment. Both Debtors are fully owned by Gray/Western
Development Company and managed, pursuant to that entity, by Bruce
Gray.

The Debtors tapped Thomas J. Salerno, Esq., at Stinson Leonard
Street, LLP, as their Chapter 11 counsel. Mesch Clark Rothschild
was later hired as substitute counsel to Stinson Leonard Street

Epicenter Partners disclosed $143,212,665 in assets and $66,913,279
in liabilities.

The Office of the U.S. Trustee on June 15, 2016, appointed five
creditors of Epicenter Partners LLC and Gray Meyer Fannin LLC to
serve on the official committee of unsecured creditors. The
Committee is represented by Michael W. Carmel, Ltd., as counsel.


EPICENTER PARTNERS: Panel Hires Johnson as Valuation Expert
-----------------------------------------------------------
The Official Committee of Unsecured Creditors of EpiCenter Partners
LLC , et al., seeks authorization from the U.S. Bankruptcy Court
for the District of Arizona to employ Paul G. Johnson Company,
Inc., as valuation expert for the Committee.

The Committee requires PJC to:

       a. review of all data relevant to the Real Property,
including appraisals previously performed on the Real Property,
and

       b. develop and present independent, third-party opinions on
the valuation and current market conditions and the projected land
valuation of the Real Property.

The Debtors' estate will pay PJC a flat fee of $15,000 for the
Valuation Services. Work in addition to the Valuation Services or
court testimony will be compensated at a rate of $350 per hour.

Paul G. Johnson, MAI, CRE,  Paul G. Johnson Company, Inc., assured
the Court that the firm does not represent any interest adverse to
the Debtors and their estates.

PJC can be reached at:

      Paul G. Johnson, MAI, CRE,  
      Paul G. Johnson Company, Inc.
      2525 E. Arizona Biltmore Circle, Suite C131
      Phoenix, AZ 85016
      Phone: (602) 381-6880
      Fax: (602) 381-6890
      E-mail: pgi@powermaps.com

                 About Epicenter Partners

Epicenter Partners LLC and Gray Meyer Fannin LLC sought protection
under Chapter 11 of the Bankruptcy Code (Bankr. D. Ariz. Lead Case
No. 16-05493) on May 16, 2016.

GMF came into existence in 2001. It was originally formed for the
purpose of providing development services for affiliates.

Epicenter came into existence in 2004.  It was formed for the
purposes of acquiring, managing, selling or holding land for
investment. Both Debtors are fully owned by Gray/Western
Development Company and managed, pursuant to that entity, by Bruce
Gray.

The Debtors tapped Thomas J. Salerno, Esq., at Stinson Leonard
Street, LLP, as their Chapter 11 counsel. Mesch Clark Rothschild
was later hired as substitute counsel to Stinson Leonard Street

Epicenter Partners disclosed $143,212,665 in assets and $66,913,279
in liabilities.

The Office of the U.S. Trustee on June 15, 2016, appointed five
creditors of Epicenter Partners LLC and Gray Meyer Fannin LLC to
serve on the official committee of unsecured creditors. The
Committee is represented by Michael W. Carmel, Ltd., as counsel.


ERIK BUELL RACING: To Shut Down Operations
------------------------------------------
Erik Buell Racing is shutting down its business, the company
announced last week, according to various media reports.

"This difficult decision was based primarily on EBR facing
significant headwinds with signing new dealers, which is key to
sales and growth for a new company," the company said in a press
release issued on Jan. 26, Mary Green, writing for Dealernews.com,
reported.  The company listed 17 dealers on its website, that
report said.

Rick Barrett, writing for Milwaukee Journal Sentinel, noted that
Erick Buell Racing is an East Troy motorcycle manufacturer that in
2015 went through a restructuring similar to bankruptcy.  The
company, which is the sequel to Buell Motorcycle Co. that
Harley-Davidson Inc. owned for more than a decade before dropping
the brand in 2009, says it will begin a wind down of production
operations this week.  EBR says it will continue to review
strategic alternatives with interested investors.

The reports noted that EBR was acquired by Liquid Asset Partners in
a January 2016 auction. The goal was to produce motorcycles while,
at the same time, find a new buyer or investors for the company.
Production was restarted, and the company introduced a new bike for
2016, the Journal Sentinel said.

"This difficult decision was based primarily on EBR facing
significant headwinds with signing new dealers, which is key to
sales and growth for a new company.  In addition, EBR has had
limited production in 2016 and 2017 that was under goal.  The
combination of slow sales and industry announcements of other major
OEM brands closing or cutting production only magnified the
challenges faced by EBR," the company said in a statement, the
reports noted.


EXACT PLUMBING: Court Allows Cash Collateral Use
------------------------------------------------
Judge Roberta A. Colton of the U.S. Bankruptcy Court for the Middle
District of Florida authorized Exact Plumbing Inc. to use cash
collateral on a final basis.

The Debtor was authorized to use cash collateral to pay amounts
expressly authorized by the Court, including payments to the U.S.
Trustee for quarterly fees, the current and necessary expenses in
the aggregate sum of $543,200 from January through June 2017 as set
forth in the budget.   

The Debtor was directed to maintain insurance coverage for its
property in accordance with the obligations under the loan and
security documents with Readycap Lending, BMO Harris Bank, N.A.,
and Bond Plumbing Supply.

In addition, the Debtor was also directed to pay adequate
protection payments, as follows:

     Readycap Lending:  Regular contractual payment
     
     BMO Harris Bank, N.A.:  $40 per month interest only
               
     Bond Plumbing Supply: $60 per month interest only

Readycap Lending, BMO Harris Bank and Bond Plumbing Supply were
granted a perfected post-petition lien against cash collateral to
the same extent and with the same validity and priority as their
respective pre-petition liens.

A full-text copy of the Second Final Order, dated January 19, 2017,
is available at https://is.gd/SfR7Ti

                  About Exact Plumbing

Exact Plumbing, Inc. d/b/a Exact Plumbing LLC filed a Chapter 11
bankruptcy petition (Bankr. M.D. Fla. Case No. 16-07991) on
December 9, 2016.  The Petition was signed by Jason S. Turner,
President.  At the time of filing, the Debtor estimated assets at
$100,000 to $500,000 and liabilities at $500,000 to $1 million in
estimated liabilities.

The Debtor is represented by Taylor J. King, Esq., at the Law
Offices of Mickler & Mickler.  The Debtor hired William G Haeberle
CPA LLC as accountant.  


FALCON AEROSPACE: S&P Assigns Prelim. BB Rating on Class C Loans
----------------------------------------------------------------
S&P Global Ratings assigned its preliminary ratings to Falcon
Aerospace Ltd./Falcon Aerospace USA LLC's $410 million fixed-rate
loans.

The issuance is an aircraft securitization transaction backed by 21
aircraft and the related leases and shares or beneficial interests
in entities that directly and indirectly receive aircraft portfolio
lease rental and residual cash flows, among others.

The preliminary ratings are based on information as of Jan. 26,
2017.  Subsequent information may result in the assignment of final
ratings that differ from the preliminary ratings.

The preliminary ratings reflect:

   -- The likelihood of timely interest on the series A loans
      (excluding the step-up amount) on each payment date, the
      timely interest on the series B loans (excluding the step-up

      amount) when they are the senior-most loans outstanding on
      each payment date, and the ultimate interest and principal
      payment on the series A, B, and C loans on the legal final
      maturity at the respective rating stress.

   -- The 63.22% loan-to-value (LTV) ratio (based on the lower of
      the mean and median of the three half-life base values and
      the three half-life current market values) on the series A
      loans; the 76.27% LTV ratio on the series B loans; and the
      82.29% LTV ratio on the series C loans.

   -- The aircraft collateral's quality and lease rental and
      residual value generating capability.  The portfolio
      contains 21 in-production narrow-body passenger planes (10
      A320 family and 11 B737-NG).  The 21 aircraft have a
      weighted average age of approximately 9.1 years and a
      remaining average lease term of approximately 4.4 years.
      These aircraft, though entering mid-life, are still liquid
      narrow-body aircraft models.  While Airbus delivered the
      first A320neo in January 2016 and Boeing will deliver the
      B737MAX in 2017, S&P expects that the new, more fuel-
      efficient models replacing all of the current A320 family
      and B737-NG will take many years; S&P views this as a
      moderate threat to aircraft values and incorporate it into
      S&P's collateral evaluation.

   -- Many of the initial lessees have low credit quality, and 51%

      of the lessees (by aircraft value) are domiciled in emerging

      markets.  S&P's view of the lessee credit quality, country
      risk, lessee concentration, and country concentration is
      reflected in S&P's lessee default rate assumptions.

   -- The transaction's capital structure, payment priority, loan
      amortization schedules, and performance triggers.  Similar
      to other recently rated mid-life aircraft securitization
      transactions, this transaction has a few structural
      features--such as rapid amortization, partial rapid
      amortization, and excess proceeds payment--that can, to some

      extent, mitigate the value retention risk of aging aircraft
      and the risk of an aircraft's green time (maintenance
      status) monetizing.

   -- The existence of a liquidity facility that equals nine
      months of interest on the series A and B loans.

   -- There is a series C reserve account (initially funded with
      $2.65 million) to cover the series C loans' interest.  ICF
      International performed a maintenance analysis before
      closing.  After closing, ICF International will perform a
      forward-looking-18 month maintenance analysis at least
      semiannually.  The maintenance reserve account must keep a
      balance of the higher of the lower of $1 million and the
      rated series A and B loans' outstanding notional amount and
      the sum of forward-looking maintenance expenses.  The
      maintenance reserve account will be funded at $27 million at

      closing.  Twenty-four months after the initial closing date,

      any excess maintenance amounts over the required amount will

      be transferred to the collection account to the extent not
      reserved by the borrowers to pay future maintenance
      expenses, the amounts transferred to the collections account

      on the first payment date after the second anniversary from
      closing will be treated as excess proceeds to pay down the
      debt.

   -- The senior indemnification (capped at $10 million) is
      modeled to occur in the first 12 months.

   -- The junior indemnification (uncapped) is subordinated to the

      rated series' principal payment.

   -- Dubai Aerospace Enterprise (DAE) Ltd. (DAE), founded in 2006

      and majority-owned by Investment Corp. of Dubai, is an
      aircraft lessor with a strong presence in the Middle East.
      While S&P believes DAE's capability to service this
      transaction's portfolio is adequate, S&P views it less
      favorably than global mid-tier aircraft lessors.

PRELIMINARY RATINGS ASSIGNED

Falcon Aerospace Ltd./Falcon Aerospace USA LLC

Class       Rating        Amount (mil. $)
A           A (sf)                    315
B           BBB (sf)                   65
C           BB (sf)                    30


FANNIE MAE & FREDDIE MAC: Kroll Rating Agency Relies on Urban Myths
-------------------------------------------------------------------
By David Fiderer -- Every credit analysis must grapple with two
eternal questions: How do the past and present inform us about the
future?  And, what is the breakeven?

Kroll Bond Rating Agency all but ignored the first question in its
report, "Housing Reform 2017: Can the GSEs be Privatized?"  It
simply failed to consider how Fannie Mae and Freddie Mac had been
self-supporting for more than 35 years, right up until the day they
were apprehended by the government.  "KBRA reminds all concerned
with the issue of housing finance reform that the GSEs failed
because of a loss of confidence and market liquidity, not
inadequate capital," it says.

Really?  If the metric for GSE failure is a loss of market
liquidity, then the tangible evidence against the GSEs seems to be
non-existent.

The GSEs access the short and medium-term debt markets once a week,
on Wednesdays. "Fannie and Freddie Debt Funding Smooth," was the
Reuters headline on the morning of September 3, 2008, the last
Wednesday before the government took them over.  Later that day,
Reuters reported that, "the two government-sponsored enterprises
continue to have relatively unhindered access to debt funding."
That same day, the Associated Press reported, "The companies'
ability to sell debt has diminished expectations that a government
rescue is imminent.  Investors are demanding a smaller premium for
Freddie Mac's debt than last month."

One reason why Fannie and Freddie maintained unfettered access to
the unsecured debt markets was their highly liquid balance sheets.
The GSEs reminded investors in every quarterly financial report
that they were required to maintain 90-days liquidity at all times.
Fannie's July 2008 Monthly Summary Report, released in mid-August
2008, showed the company held $103 billion in liquid investments.

Investors could also access Fannie's 2008 Funding Summary Reports,
which disclosed how the company funded itself each month.  Fannie
issued more short-term debt than it repaid in every month, except
for the three months, which had four, instead of five, Wednesdays.


Market confidence also came from Treasury Secretary Hank Paulson's
testimony before the Senate Banking Committee on July 15, 2008.
"Fannie Mae and Freddie Mac play a central role in our housing
finance system and must continue to do so in their current form as
shareholder-owned companies," he testified.  Paulson sought
legislation, the Housing Economic Recovery Act of 2008, which gave
the Treasury Department temporary emergency powers to invest in GSE
securities at terms accepted by the GSEs.  Any Treasury investment
would be done for the purpose of, among other things, "The need to
maintain the corporation’s status as a private shareholder-owned
company."

Kroll Ratings is right about GSEs' regulatory capital, which was
more than adequate on the date of the government takeover.  Fannie
had bolstered its capital by issuing $7.4 billion in new common and
preferred shares in May and June 2008.

Given that the companies had adequate liquidity and adequate
capital, plus Treasury’s vote of confidence, investors were
dumbfounded to learn that the government intended to wipe out the
value of shares issued four months before the September 2008
takeover.

"The Treasury Department's decision to wipe out shareholders of two
of the largest financial institutions on the planet shocked
markets, making it apparent that no institution was safe," writes
Mark Zandi of Moody's Analytics in his book, Paying the Price.

British economist Anatole Kaletsky agrees.  In Capitalism 4.0 he
writes.  "Paulson's decision to wipe out the Fannie and Freddie
shareholders just a few weeks after their official regulator had
issued a public declaration of their solvency, and at a time when
they were still enjoying positive cash flows, sent a terrifying but
unmistakable signal to shareholders in all other U.S. banks and
financial institutions: They, too, could be wiped out by a U.S.
government fiat at a moment's notice, even if the banks they owned
were generating positive cash flows, had raised new capital, and
had received regulatory approvals as recently as a few weeks
before."

"The government's takeover of Fannie and Freddie arguably ignited
the global financial panic," writes Zandi.  That panic triggered
liquidity crises at Lehman Brothers, AIG, Morgan Stanley and other
firms, which held large risk exposures to deeply subordinated
tranches of private label residential mortgage-backed
securitizations.  (By way of contrast, the GSEs held only the most
senior triple-A tranches of RMBS deals.)

Securities firms can require enormous amounts of liquidity in order
to trade on behalf of their clients and themselves.  If clients
pull their accounts, or if banks cut their daylight overdraft
lines, a firm's operations can come to a sudden halt.  Whereas the
GSEs' largest business segment entailed unfunded guarantees of
mortgage securitizations; and it never funded itself with demand
deposits or uncommitted lines.

We must be careful not to conflate Wall Street's liquidity crises
with the issues faced by the GSEs.  Indeed, there seems to be no
hard data showing that the GSEs' "implicit guarantee" from the
federal government, which had been in effect for decades, was not
working successfully right up until the date of the government
takeovers.  Which is why the notion, posited by KBRA and others,
that recapitalized GSEs might not continue their operations absent
an express federal guarantee, seems to be based on urban myths
instead of hard data.

                 About Fannie Mae and Freddie Mac

Federal National Mortgage Association (OTCQB: FNMA), commonly
known as Fannie Mae -- http://www.FannieMae.com/-- is a
government-sponsored enterprise (GSE) that was chartered by U.S.
Congress in 1938 to support liquidity, stability and affordability
in the secondary mortgage market, where existing mortgage-related
assets are purchased and sold.

A brother organization of Fannie Mae is the Federal Home Loan
Mortgage Corporation (FHLMC), better known as Freddie Mac.
Freddie
Mac (OTCBB: FMCC) -- http://www.FreddieMac.com/-- was established
by Congress in 1970 to provide liquidity, stability and
affordability to the nation's residential mortgage markets.
Freddie Mac supports communities across the nation by providing
mortgage capital to lenders.

During the time of the subprime mortgage crisis, on Sept. 6, 2008,
Fannie Mae and Freddie Mac were placed into conservatorship by the
U.S. Treasury.  The Treasury committed to invest up to $200
billion
in preferred stock and extend credit through 2009 to keep the GSEs
solvent and operating.  Both GSEs are still operating under the
conservatorship of the Federal Housing Finance Agency (FHFA).

In exchange for future support and capital investments of up to
$100 billion in each GSE, each GSE agreed to issue to the Treasury
(i) $1 billion of senior preferred stock, with a 10% coupon,
without cost to the Treasury and (ii) common stock warrants
representing an ownership stake of 79.9%, at an exercise price of
one-thousandth of a U.S. cent ($0.00001) per share, and with a
warrant duration of 20 years.

                       Financial Results

As of Sept. 30, 2016, Fannie Mae had $3.25 trillion in total
assets, $3.25 trillion in total liabilities and $4.17 billion in
total equity.

As of Sept. 30, 2016, Freddie Mac had $2.015 trillion in total
assets, $2.011 trillion in total liabilities and $3.510 billion in
total equity.

For the nine months ended Sept. 30, 2016, Fannie Mae reported net
income of $7.27 billion on $79.88 billion of total interest income
compared with net income of $8.48 billion on $82.07 billion of
total interest income for the nine months ended Sept. 30, 2015.

For the nine months ended Sept. 30, 2016, Freddie Mac reported net
income of $2.968 billion on $49.16 billion of total interest
income
compared with net income of $4.218 billion on $50.21 billion of
total interest income for the nine months ended Sept. 30, 2015.


FEAST HOUSE: Seeks Authorization to Use IRS Cash Collateral
-----------------------------------------------------------
Feast House Restaurant Inc. seeks authorization from the U.S.
Bankruptcy Court for the Northern District of Illinois to use cash
collateral.

The Department of the Treasury - Internal Revenue Service asserts a
security interest in all of the Debtor's accounts receivables,
inventory, deposits, office equipment, equipment and all proceeds
therein to secure the indebtedness owed by the Debtor to the IRS.
The IRS assessed tax liability debt against the Debtor in the
approximate amount of $58,475.

The Debtor tells the Court that it is unable to obtain unsecured
credit and it has an urgent requirement for the use of cash
collateral in order to continue its business operations of a full
service restaurant known as the Paragon, located at 2101 Grand
Avenue, Waukegan, IL 60085.

That the Debtor proposes to initially make monthly adequate
protection payments of $1,000 to the IRS, consisting of principal
and interest on the outstanding debt.  In addition, the Debtor also
proposes to provide the IRS a valid, binding, enforceable and
perfected liens and security interests in and on any of the
Debtor's now owned Collateral or Collateral acquired since the
Petition Date, to the same extent, validity and priority held by
the IRS prior to the Petition Date and to the extent of the
diminution in the amount of IRS' Cash Collateral used by the Debtor
after the Petition Date.

A hearing will be held on January 26, 2017 at 10:00 a.m. to
consider the Debtor's use of cash collateral.

A full-text copy of the Debtor's Motion, dated January 19, 2017, is
available at https://is.gd/qZ4ewN

                  About Feast House Restaurant

Feast House Restaurant Inc. sought protection under Chapter 11 of
the Bankruptcy Code (N.D. Ill. Case No. 16-36930) on November 20,
2016.  The petition was signed by Konstantinos Roiniotis,
president.  The case is assigned to Judge Carol A. Doyle.  The
Debtor is represented by Joseph E. Cohen, Esq. and Gina B. Krol,
Esq., at Cohen & Krol.  At the time of the filing, the Debtor
estimated assets at $0 to $50,000 and liabilities at $100,000 to
$500,000.


FERGUSON CONVALESCENT: Ch.11 Trustee Hires Derderian as Accountant
------------------------------------------------------------------
Charles J. Taunt, the Chapter 11 Trustee for Ferguson Convalescent
Home, Inc., asks the U.S. Bankruptcy Court for the Eastern District
of Michigan for authority to retain Derderian, Kann, Seyferth &
Salucci, PC as his accountants.

The Chapter 11 Trustee requires the Firm to:

      a. serve as certified public accountant for the Trustee
performing those services normally required with regard to the
financial reporting for the estate to the Trustee and the Court and
any other accounting services required;

      b. assist the Trustee in preparing and filing all necessary
tax returns. Such tax reporting will include federal, state and
local (if applicable) income, payroll and excise tax returns.

      c. prepare an accounting on the income and expenses of the
estate as recovered and administered by the Trustee; and

      d. analyze the Debtor's books and records and to assist the
Trustee in identifying and recovering assets under any causes of
action that may be pursued on behalf of creditors, including claims
under Sections 547 and 548 of the Bankruptcy Code.

The Firm professionals who will work on the Debtor's case and their
hourly rates are:

      Kurt P. Mueller, CPA, CFF                 $275
      William E. Bork, CPA, MST                 $215
      Scott Viall, CPA, MST                     $210
      Matthew O. Sandusky, CPA                  $170
      Colleen T. Mueller, CPA                   $150
      Dawn Lamsa-McAllister, CPA                $150
      Lisa R. Labelle, CPA                      $150
      Carrie Hammons, CPA                       $150
      Elizabeth Tetrault                        $150
      Ashlee Arens                              $85
      
Kurt P. Mueller, CPA, CFF, shareholder in the accounting firm of
Derderian, Kann, Seyferth & Salucci, PC, assured the Court that the
firm is a "disinterested person" as the term is defined in Section
101(14) of the Bankruptcy Code and does not represent any interest
adverse to the Debtor and its estates.

The Firm may be reached at:

      Kurt P. Mueller, CPA, CFF
      Derderian, Kann, Seyferth & Salucci, PC
      3001 W. Big Beaver Road, Suite 700
      Troy, MI 48084
      Tel: 248-649-3400
      Fax: 248-649-2187

                 About Ferguson Convalescent

Ferguson Convalescent Home, Inc., filed a Chapter 11 bankruptcy
petition (Bankr. E.D. Mich. Case No. 16-30397) on Feb. 24, 2016.
The case is pending before the Honorable Daniel S. Opperman.  The
Debtor is represented by Martin W. Hable, Esq., in Lapeer, Mich.

On December 13, 2016, Charles J. Taunt was appointed as Chapter 11
trustee.

The Debtor is a privately owned and licensed long term skilled
nursing facility located at 239 S. Main St., Lapeer, Mich.  It
consists of 87 licensed beds, located within a leased facility. The
Debtor had 54 residents and employed nearly 100 full and part-time
employees at the time of the bankruptcy filing.


FERRO CORP: Moody's Affirms Ba3 Corporate Family Rating
-------------------------------------------------------
Moody's Investors Service affirmed Ferro Corporation's Ba3
Corporate Family Rating (CFR) and assigned Ba3 ratings to its
proposed $625 million first lien term loan B and $400 million first
lien revolving credit facility. Proceeds from the new seven-year
$625 million Term Loan B will be used to refinance Ferro's
outstanding term loan and revolver borrowings. The new five-year
$400 million revolving credit facility is expected to be undrawn at
close and will be used primarily to support Ferro's growth strategy
through acquisitions. The Speculative Grade Liquidity rating was
upgraded to SGL-2 from SGL-3. The outlook is stable.

Ratings Assigned:

Issuer: Ferro Corporation

$625 million Senior Secured Term Loan B at Ba3, LGD3

$400 million Senior Secured Revolving Credit Facility at Ba3,
LGD3

Ratings Upgraded:

Speculative Grade Liquidity Rating (SGL), to SGL-2 from SGL-3

Ratings Affirmed:

Issuer: Ferro Corporation

Corporate Family Rating, Ba3

Probability of Default Rating, Ba3-PD

Ratings Unchanged:

$250 million Senior Secured Term Loan B at Ba3, LGD3 *

$400 million Senior Secured Revolving Credit Facility at Ba3, LGD3
*

The Outlook is Stable

* Ratings will be withdrawn upon completion of refinancing

RATINGS RATIONALE

Ferro's Ba3 CFR reflects the company's improved pro forma leverage
(estimated Debt/EBITDA near 3.6x) resulting from its increased
margins due to its completed restructuring and accretive
acquisitions. Factors supporting the Ba3 rating include Ferro's
transition into a more focused specialty chemicals company, added
liquidity through the larger proposed revolver, reduced usage of
precious metals lease lines, as well as diverse end markets. Also
factored in the rating are Ferro's largely completed restructuring
projects and Moody's expectations for the company to continue its
cost cutting and efficiency initiatives to improve profitability.
Ferro's restructuring has reduced its size and diversity, but the
remaining core businesses, specifically those in Performance
Materials and Performance Colors & Glass Coatings, provide higher
margins and earnings stability. Pressures to Ferro's rating include
its small revenue base of around $1.1 billion, some exposure to
regions with geopolitical risk (over 10% of sales), as well as its
low organic growth rate. Additionally, Ferro's acquisitive growth
plans raise integration risk and the potential for elevated
leverage to execute such a plan; and transparency of such deals due
to the typically nonpublic nature of its targets and dependence on
pro forma earnings. Because of its smaller size, Moody's would
expect Ferro to achieve strong credit metrics for the rating
category (below 3.75x Debt/EBITDA and above 10% Retained Cash
Flow/Debt -- RCF/Debt).

The outlook is stable reflecting Ferro's improved margins and
leverage, which offsets some of the transaction risk associated
with its acquisitive growth strategy that will regularly utilize
revolver drawings and could flex leverage as acquisitions are
integrated.

While there is limited upside to the rating at this time because of
the companies stated strategy for acquisitive growth, including
transformational acquisitions, if revenues increase, Debt/EBITDA is
sustainably below 3.0x, EBITDA margins are sustained the mid-teens
or higher, and if 20% RCF/Debt is sustainably realized, Moody's
would contemplate a higher rating. Conversely, given the small
revenue base, Moody's expects the credit metrics to be strong for
the rating category, such that the rating could come under pressure
if Debt/EBITDA sustainably exceeds 3.75x and RCF/Debt under 10%.
(All ratios include Moody's Standard Adjustments.)

Ferro's Speculative Grade Liquidity of SGL-2 reflects a good
liquidity profile supported by positive cash generation and a cash
balance of $41 million as of September 30, 2016, some of which
resides overseas. The company has generated over $85 million in
retained cash flow for the LTM ending September 30, 2016 and has
realized roughly $5 million in free cash flow over the same period.
The company does not currently distribute dividends. Additionally,
Ferro's financial flexibility has increased with its proposed
revolving credit facility which will be undrawn at closing, but
will be available to support acquisitions.

Ferro's secondary liquidity is provided by its proposed five-year
$400 million revolving credit facility that is expected to be
undrawn upon issuance. Over time Ferro expects to draw upon the
revolver to fund its acquisitive growth strategy. The revolver has
a maximum total net leverage ratio of 4.25x for first twelve months
and 4.0x thereafter; with a step-up to 4.25x for four fiscal
quarters following any acquisition in excess of $75m. Ferro's
proposed $625 million seven-year Term Loan B amortizes at a rate of
1%, payable quarterly. Moody's' anticipates that Ferro will remain
comfortably in compliance with its covenants through 2017.

Additionally, Ferro enters into short term leases for precious
metals of 30-90 days. Moody's views these lease programs as
reducing the company's liquidity, similar to accounts receivable
programs, especially given their short term nature. As of September
30, 2016, these leases amounted to $26.8 million and the bank
leasing programs totaled roughly $160 million.

Ferro management has stated that it will seek acquisitions to grow
and would consider transformative acquisitions as well. Moody's
expects Ferro to spend between $100-$150 million annually for its
bolt-on acquisition strategy.

The principal methodology used in this rating was the Global
Chemical Industry Rating Methodology published in December 2013.

Ferro Corporation, headquartered in Cleveland, Ohio, is a global
producer of specialty materials including glass-based coatings,
enamels, pigments, and polishing materials for use in industries
ranging from construction to automotive to telecommunications.
Ferro operates through three business segments; Performance
Coatings, Performance Colors and Glass, and Pigments, Powders and
Oxides which contribute roughly 42%, 32%, and 25% to revenues,
respectively. Revenues were $1.1 billion for the LTM ended
Sept. 30, 2016.



FERRO CORP: S&P Affirms 'BB-' CCR; Outlook Stable
-------------------------------------------------
S&P Global Ratings said it affirmed its 'BB-' corporate credit
rating on Ohio-based Ferro Corp.  The outlook is stable.

At the same time, S&P assigned its 'BB-' issue level rating and '4'
recovery rating to the company's proposed $400 million revolving
credit facility and $625 million term loan B.  The '4' recovery
rating indicates S&P's expectations of average (higher end of the
30%-50% range) recovery in the event of a payment default.

S&P expects that Ferro will repay the current $400 million credit
facility due in 2019 and $300 million term loan due in 2021.  S&P
will withdraw the issue-level and recovery ratings on the existing
$400 million revolving credit facility and $300 million term loan
once the transaction closes and this debt is fully repaid.

"The rating actions follow the company's announcement that it will
be refinancing its existing indebtedness with a revolver and term
loan," said S&P Global Ratings credit analyst Mark Tarnecki.

Despite the larger term loan, debt leverage is essentially
unchanged as S&P would expect the revolver at close to be
essentially undrawn.  S&P revised its assessment of Ferro Corp.'s
business risk profile to fair from weak following the company's
business portfolio shift over the past few years to focus more on
higher value added specialty products.  In the past few years,
Ferro has supplemented organic growth through several bolt-on
acquisitions of specialty businesses.  The company has also
divested some of its more volatile commodity chemicals businesses.
S&P believes that the shift toward more specialty chemicals in the
portfolio, along with cost reduction initiatives the company has
undertaken, will lead to EBITDA margins staying at least in the
mid-teens percentage area.

The ratings on Ferro reflect the fair business risk profile,
significant financial risk profile, and negative comparable ratings
modifier.  The negative comparable ratings modifier reflects the
expectation that funds from operations (FFO) to total debt will
stay in the lower end of the significant (20% to 30%) range.  It
also reflects the company's lower scale, scope, and diversity
compared to some peers that have a fair business risk profile.

The stable outlook reflects S&P's belief that the company will be
able to at least maintain 2017 and 2018 EBITDA margins at 2016
levels.  This is the result of cost-saving initiatives, as well as
the integration of the company's recently acquired
higher-margin-generating companies.  S&P's ratings assume
management will continue to prudently fund its growth initiatives,
while maintaining credit measures at levels in line with a
significant financial risk profile.  Based on S&P's forecasts, it
expects that the company will maintain its pro-forma
weighted-average FFO-to-debt ratio of about 20% on average on a
sustainable basis and debt to EBITDA below 4x.


FIRST DATA: Fitch Rates $1.3BB Term Loan Due 2020 'BB'
------------------------------------------------------
Fitch Ratings has assigned a 'BB/RR1' rating to First Data Corp.'s
(FDC) $1.3 billion senior secured term loan due June 2020. The term
loan will be used to repay a like amount of first lien debt. FDC's
Issuer Default Rating (IDR) is rated 'B' and the Rating Outlook is
Positive. At Sept. 30, 2016, the company had $19.6 billion in total
debt outstanding.

KEY RATING DRIVERS

Improved Credit Profile: Total leverage was 6.7x at Sept. 30, 2016,
down from 7.4x on Dec. 31, 2015 and 7.8x at year-end 2014. Fitch
estimates leverage could be under 6.0x by the end of 2017 or early
2018. Expectations for leverage sustained below this level would
likely lead to an upgrade.

Large Scale: The Global Business Solutions segment serves
approximately six million merchant locations globally. Existing
relationships and a large distribution platform (partnerships and
alliances) reinforce FDC's ability to sustain its market share,
while providing a means to capitalize on emerging technologies
(i.e. Apple Pay, Clover, EMV [Europay, Mastercard, Visa] and Mobile
Payments). The Global Financial Solutions segment also benefits
from established relationships with card issuers and from long-term
contracts that have high switching costs.

Fee Structure Offsets Cyclicality: Revenue has a correlation with
consumer spending, but volatility is subdued due to the continued
adoption of electronic payments, exposure to consumer staples, the
pricing model in Global Business Solutions (paid per transaction
and on a percentage of transacted amount) and the contractual
nature of fees in Global Financial Solutions (based on activity
level).

Consolidation Risks: Consolidation could pose a risk for FDC,
particularly in the Global Financial Solutions segment, as could
changes in regulations. The high barriers to entry could be eroded
by the emergence of new payment technology in the Global Business
Solutions segment. Conversely, the Global Financial Solutions
segment has much lower exposure to emerging competitors due to
FDC's strong position in card processing for large institutions.

KEY ASSUMPTIONS

-- Fitch assumes revenues will grow in the low- to mid-single
digits over the near term, and that First Data's EBITDA margin will
be relatively stable in the 24% to 25% range. Fitch's assumptions
for the EBITDA margin are based on gross revenues, which include
material reimbursable expenses.

-- Fitch estimates that through EBITDA growth and debt reduction
First Data's consolidated leverage is likely to decline to under
6.0x by the end of 2017 or early 2018.

-- Fitch's recovery ratings assigned to the various debt classes
are based upon assumed going concern EBITDA of $2.4 billion and a
going concern enterprise valuation of 7x.

RATING SENSITIVITIES
Positive: The ratings could be upgraded if FDC's credit profile
continues to strengthen and gross leverage is expected to be
maintained at or below 6.0x. Future developments that may lead to
positive rating action include sustained EBITDA growth and
reductions in debt from the company's improved FCF position.

Negative: The ratings could be downgraded if FDC were to experience
erosion in its market share, or if price compression accelerates
due to new competitive threats, leading to sustained EBITDA margins
at approximately 20% or below with negative free cash flow (FCF)
generation.

LIQUIDITY

Liquidity as of Sept. 30, 2016 consisted of $28 million in cash
(net $447 million in amounts held outside the U.S. and at
subsidiaries to fund their respective operations). First Data also
has a $1.25 billion revolving credit facility (RCF) that expires in
June 2020 (subject to an earlier springing maturity if certain debt
remains outstanding at certain dates). As of Sept. 30, 2016, First
Data's RCF provided an additional approximately $1.2 billion of
liquidity (net of $43 million in letters of credit outstanding).

Additional liquidity is available through a $240 million accounts
receivable facility, which expires in 2019. There was $208 million
outstanding on the accounts receivable facility at Sept. 30, 2016.

The company has no major maturities until 2019, when the accounts
receivable facility matures.


FIRST PHOENIX-WESTON: Sabra to be Paid at 4% Per Annum Over 35 Yrs
------------------------------------------------------------------
First Phoenix-Weston LLC and affiliates filed with the U.S.
Bankruptcy Court for the District of Wisconsin a joint disclosure
statement and accompanying joint plan of reorganization dated Jan.
23, 2017.

The Debtors will pay Class 6 Sabra Unsecured Claim -- estimated at
$4,773,4383 -- at a rate of 4% per annum over 35 years with no
prepayment penalties.

Funding of the cash payments due on the Effective Date will be from
the Debtors’ operations during the Chapter 11 case.  Funding of
the Plan’s future installments to creditors will come from the
normal operations of the Debtors’ business after confirmation of
the Plan.

The Disclosure Statement is available at:

           http://bankrupt.com/misc/wiwb16-12820-198.pdf

As reported by the Troubled Company Reporter on Dec. 21, 2016, the
Debtors filed with the Court a joint disclosure statement and
accompanying joint plan of reorganization, which proposed that
Class 7 general unsecured claims be paid the full amount of their
claims by the Debtors in four installments, occurring 3, 9, 15, and
21 months after the Effective Date.

                  About First Phoenix-Weston LLC

First Phoenix-Weston, LLC, and FPG & LCD, L.L.C., were formed in
2010 to organize, develop, and manage an assisted living and
skilled nursing care facility near three major regional hospitals
in Central Wisconsin including St. Clare's Hospital, which is just
a block away. The Facility combines an assisted living facility
together with a skilled nursing facility in a resort-like
atmosphere for its patients. The business is commonly known as
the "Stoney River" assisted living and rehab. The Facility is
comprised of two integrated businesses: a 35-unit skilled nursing
rehabilitation center (commonly referred to as the skilled nursing
facility, or "SNF"), and a 60- unit assisted living facility (the
"ALF").

First Phoenix-Weston, LLC, and FPG & LCD, L.L.C., filed Chapter 11
bankruptcy petitions (Bankr. W.D. Wisc. Case Nos. 16-12820 and
16-12821) on Aug. 15, 2016. The petitions were signed by Philip
Castleberg, as part-owner. The Debtors estimate assets and
liabilities in the range of $10 million to $50 million. Michael
Best & Friedrich LLP serves as counsel to the Debtors.


FIRST PHOENIX-WESTON: Seeks March 11 Plan Solicitation Extension
----------------------------------------------------------------
First Phoenix-Weston LLC and FPG & LCD, L.L.C. request the U.S.
Bankruptcy Court for the Western District of Wisconsin to extend
the expiration dates of their exclusive period to solicit votes and
obtain acceptance of a plan of reorganization from February 11,
2017 to March 11, 2017.

The Debtors request an extension so that the necessary steps prior
to plan confirmation, such as discussions with creditors on their
claims, and any corresponding modifications to the Plan prior to
confirmation, can take place without the looming threat of the
expiration of the Debtors' Exclusive Period to solicit votes.

The Debtors assert that other than their ongoing disagreements with
Sabra, including potential claim litigation or valuation, there are
no unresolved contingencies in the cases that would substantially
interfere with the Debtors' ability to proceed towards a timely
confirmation. The bar date has passed and the scope of claims and
issues is fairly well understood, such that an extension of the
exclusivity period by one month will not upset the procedure in
these cases.

The Debtors relate that although this is not a mega-case, they have
made extraordinary progress in achieving the objectives of chapter
11 of their cases, including:  

       (a) successfully navigating FPG through the denial of
payments period and case closure with CMS;

       (b) properly staffing and training personnel at the
Facility, many of whom were replaced since the Debtors’ current
management team has taken over;

       (c) defending and litigating with Sabra on its Motion for
Relief and other items at the onset of these cases;

       (d) seeking approval of necessary, short-term DIP financing
to sufficiently support the Debtors' operations through the denial
of payments period and transitional period;

       (e) preparing and filing a Plan on a shortened timeframe,
which includes fairly complex and lengthy budgetary projections due
to the sophisticated nature of the Debtors' receipts and expenses;


       (f) implementing a new website and marketing materials which
were lacking, and, at the same time; and

       (g) providing proper patient care to the residents of the
Facility during this time, receiving exemplary ratings, and
increasing overall patient census and quality of care.

                  About First Phoenix-Weston LLC

First Phoenix-Weston, LLC, and FPG & LCD, L.L.C., were formed in
2010 to organize, develop, and manage an assisted living and
skilled nursing care facility near three major regional hospitals
in Central Wisconsin including St. Clare's Hospital, which is just
a block away. The Facility combines an assisted living facility
together with a skilled nursing facility in a resort-like
atmosphere for its patients. The business is commonly known as the
"Stoney River" assisted living and rehab. The Facility is comprised
of two integrated businesses: a 35-unit skilled nursing
rehabilitation center (commonly referred to as the skilled nursing
facility, or "SNF"), and a 60- unit assisted living facility (the
"ALF").

First Phoenix-Weston, LLC, and FPG & LCD, L.L.C., filed Chapter 11
bankruptcy petitions (Bankr. W.D. Wisc. Case Nos. 16-12820 and
16-12821) on Aug. 15, 2016. The petitions were signed by Philip
Castleberg, as part-owner. The Debtors estimate assets and
liabilities in the range of $10 million to $50 million. Michael
Best & Friedrich LLP serves as counsel to the Debtors.


FOGGIA REAL: Authorized to Use Cash Collateral Through February 9
-----------------------------------------------------------------
Judge Christopher J. Panos of the U.S. Bankruptcy Court for the
District of Massachusetts authorized Foggia Real Estate LLC to use
cash collateral for the period beginning on January 12, 2017 and
ending on February 9, 2017.

The Debtor was authorized to use cash collateral solely up to the
amounts stated for any line item for the purposes identified in the
Budget.  The approved Budget provides expenses for each of the
Debtor's properties for the period from January through March 2017,
as follows:

             82 Berlin Street                   $2,883
             142 Chandler Street                $3,200
             129 Endicott Street                $2,850
             63 Rodney Street                   $2,550
             83 Richland Street                 $2,850
             12 Second Street                   $3,600
             34 Barclay Street                  $3,450
             11 New Street                      $3,800
             24 Lyon Street                     $1,350
             70 Southbridge Street              $2,613

Charlestown Capital, Inc. asserted that it possesses a valid and
enforceable first priority lien and security interest in three of
the Debtor's residential rental properties in the approximate
amount of $335,405, plus legal fees and costs and foreclosure
costs.  The Debtor contended that RCN Capital Funding and Arthur
Fisher may also assert liens and security interests in certain of
the Debtor's remaining assets.

The Debtor was directed to provide Charlestown Capital with:

       (a) An accounting for Cash Collateral sources and uses from
the Petition Date;

       (b) Documentation evidencing that the Debtor has
established, and is utilizing, a segregated DIP account for the
sole purpose of depositing Charlestown Capital's Cash Collateral,
including the rents due and collected from the tenants of the
Charlestown Properties;

       (c) Documentation evidencing that the Charlestown Properties
are insured and that Charlestown Capital is named as a loss payee;

       (d) Following the initial production of the above
documentation, the Debtor will provide Charlestown Capital with a
statement evidencing the "budget to actual" no later than 48 hours
prior to the Hearing Date; and

       (e) An accounting of any and all capital improvements,
repairs, cleaning and utility expenses related to the Charlestown
Properties identified in the Debtor's Income and Expense Detail
Report.

Charlestown Capital was granted a superpriority claim with priority
over all other administrative claims, to the extent the Court
determines that the use of Charlestown Capital's Cash Collateral
has resulted in diminution in value of the Charlestown Properties
that is not replaced by the Replacement Liens.

Charlestown Capital, RCN Capital and Fisher were granted a
continuing post-petition replacement lien and security interest in
all post-petition property of the Debtor's estate of the same type
against which they held validly perfected liens and security
interest as of the Petition Date.  The Replacement Liens will
maintain the same priority, validity and enforceability as the
liens on the Collateral, and will be recognized only to the extent
of any diminution in the value of the Collateral resulting from the
use of Cash Collateral pursuant to the Order.

The Debtor was directed to file an updated 3-month budget and a
proposed form of order regarding continued use of cash collateral
by February 3, 2017.

A continued hearing on the Motion will be held on February 9, 2017
at 10:00 a.m.  Any objections to the continued use of cash
collateral is due on February 8, 2017.

A full-text copy of the Order, dated January 19, 2017, is available
at https://is.gd/V5huvF

              About Foggia Real Estate LLC

Foggia Real Estate LLC filed for Chapter 11 bankruptcy protection
(Bankr. D. Mass. Case No. 16-41832) on Oct. 27, 2016.  The petition
was signed by Joseph L. Cariglia, manager.  The Debtor is
represented by James P. Ehrhard, Esq., at Ehrhard & Associates,
P.C.  At the time of filing, the Debtor estimated assets and
liabilities at $500,000 to $1 million each.


FORBES ENERGY: Selling Aged Trucks and Trailers for $668K
---------------------------------------------------------
Forbes Energy Services Ltd., et al., ask the U.S. Bankruptcy Court
for the Southern District of Texas to authorize the assumption of
the Asset Purchase Agreement dated as of Nov. 17, 2016 ("Truck
Purchase Agreement") by and between Debtors C.C. Forbes, LLC
("CCF") and TX Energy Services, LLC ("TES") and Dealer Title
Transfer, Inc., and the Asset Purchase Agreement dated as of Jan.
12, 2017 ("Tractor Purchase Agreement") by and between TES and Auto
Depots, in connection with the private sale of excess, aged trucks
and trailers, for $668,200.

An expedited hearing on the Motion is set for Feb. 10, 2017 at 1:30
p.m.

The Debtors are a publicly-traded independent oilfield services
business that provides a wide range of well site services to oil
and natural gas drilling and production companies to help develop
and enhance the production of oil and natural gas.  he Debtors'
operations are concentrated in the major onshore oil and natural
gas producing regions of Texas, with an additional location in
Pennsylvania, which is currently used as a well service rig storage
location.

As of the Petition Date, the Debtors have been in the process of
selling their trucks, tractors, and other equipment that are at the
end of their useful life and do not provide any further benefit to
the Debtors' operations.

On Nov. 17, 2016, after engaging in arm's length negotiations with
the Buyer, CCF and TES entered into the Truck Purchase Agreement
pursuant to which CCF and TES agreed to sell 105 excess, aged
trucks to the Buyers in these two tranches:

     Tranche  CCF Trucks  TES Trucks  CCF Offer  TES Offer   Total
        1        53           4       $364,000   $26,000   
$390,000
        2        47           1       $273,200   $ 5,000   
$278,200

Tranche 1 closed on Nov. 21, 2016.  As of the Petition Date,
Tranche 2 has not yet closed.

On Jan. 12, 2017, after engaging in arms length negotiations with
the Buyers, TES also entered into the Tractor Purchase Agreement
for the sale of 142 of TES' excess and aged tractors to the Buyer
for cash consideration in the amount of $1,277,800.

The sale is "as-is, where-is" with no representations or warranties
of any kind.

The Debtors believe that the consideration to be received under the
Purchase Agreements is fair value for the Assets.  The Debtors
solicited bids for the assets and received multiple offers.  The
offer submitted by the Buyers was the highest bid.  The Buyers are
not officers, directors, shareholders, or other insiders of the
Debtors.

As of the Petition Date, the only liens on the assets of which the
Debtors are aware are: (i) the liens of Enterprise Fleet
Management, Inc. with respect of certain of the pickup trucks and
vehicles; and (ii) the lien of Regions Bank, as Agent, under that
certain Loan And Security Agreement dated Sept. 9, 2011, as
amended.

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

          http://bankrupt.com/misc/Forbes_Energy_68_Sales.pdf

According to the Debtors, the circumstances of this case justify
sale of the Assets through a private sale to Buyer.  The Debtors
believe that the Buyers will pay the highest and best consideration
for the assets and the offer by Buyers as set forth in the Purchase
Agreements is the best offer received, or expected by the Debtors
to be received, for such assets.  Finally, the Debtors' Prepackaged
Joint Plan of Reorganization that has been proposed in these cases
contemplates that unsecured creditors will be paid 100% of their
claims.  Thus, if the Debtors breach the Purchase Agreements, the
Buyers may have a rejection damages claim that must be paid in
full.

The Debtors respectfully submit that it is appropriate for the
Court to authorize the Debtors to perform under the Purchase
Agreements to generate revenues for the benefit of the Debtors'
estates and their creditors and to avoid a breach of
contract/rejection damages claim of the Buyers.  

Accordingly, the Debtors ask that the Court approve the sale of the
assets free and clear of all Interests, with any such Interests to
attach to the sale proceeds with the same validity, enforceability,
and priority, if any, as existed with respect to the Assets as of
the date of the commencement of these chapter 11 cases.

The Debtors respectfully ask that the Court waive the notice
requirements under Bankruptcy Rule 6004(a) and the 14-day stay
imposed by Bankruptcy Rule 6004(h), so that the Debtors may perform
its obligations timely under the Purchase Agreements.

The Purchasers can be reached at:

          DEALER TITLE TRANSFER, INC.
          3200 Brookfield Dr.
          Houston, TX 77405-6610
          Attn: Peter Montes
          Facsimile: (713) 456-2194
          E-mail: Peter@dttaogroup.com

                  - and -

          AUTO DEPOTS
          6819 Redding Rd.
          Houston, TX 77036
          Attn: Allan Montes
          Facsimile: (713) 398-6590
          E-mail: amce2@yahoo.com

                       About Forbes Energy

Alice, Texas-based Forbes Energy Services Ltd. (OTC Pink: FESL) --
http://www.forbesenergyservices.com/-- is an independent oilfield

services contractor that provides a broad range of
drilling-related
and production-related services to oil and natural gas companies,
primarily onshore in Texas and Pennsylvania.

The Company's balance sheet at Sept. 30, 2016, showed total
assets of $332.6 million, total liabilities of $337.0 million,
$15.10 million series B senior convertible preferred shares, and a
stockholders' deficit of $19.57 million.

Forbes Energy Services Ltd. filed voluntary petitions for
reorganization under chapter 11 of the United States Bankruptcy
Code (Bankr. S.D. Tex. Lead Case No. 17-20023) on Jan. 22, 2017 for
itself and its principal subsidiaries pursuant to the terms of the
previously disclosed Restructuring Support Agreement with certain
holders of the Company's 9% senior unsecured notes due 2019.  

The Debtors' financial advisors is Alvarez & Marsal Holdings, LLC.

The Debtors' investment bankers is Jefferies LLC.  The Debtors'
corporate and securities counsel is Winstead PC.  The Debtors'
solicitation and balloting consultants is Kurtzman Carson
Consultants LLC.

The Debtors had $332.57 million in total assets and $337.03
million
in total debts as of Sept. 30, 2016.


FRAC SPECIALISTS: Disclosures OK'd; Plan Hearing on March 21
------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas has
approved the disclosure statement Chapter 11 Trustee Dennis
Faulkner filed in support of the plan of reorganization filed on
Dec. 21, 2016, for Frac Specialists, LLC, Cement Specialists, LLC,
and Acid Specialists, LLC.

A hearing on confirmation of the Plan will be held on March 21,
2017 at 9:30 a.m.

Objections to the plan confirmation, as well as ballots reflecting
acceptance or rejection of the Plan, must be filed by March 8,
2017.

As reported by the Troubled Company Reporter on Jan. 4, 2017, the
Chapter 11 Trustee filed with the Court a disclosure statement
dated Dec. 21, 2016, referring to the Debtors' plan of
reorganization, proposing that holders of Class 6 General Unsecured
Claims will receive a pro rata share of the net liquidating trust
assets, if any, after all allowed claims in Classes 1 through 5 are
satisfied in accordance with the Plan.  

                      About Frac Specialists

Frac Specialists, LLC, Cement Specialists, LLC, and Acid
Specialists, LLC, are oilfield service providers serving the
exploration and production industry within the Permian Basin. Noble
Natural Resources, LLC, Javier Urias and Alex Hinojos collectively
own 100% of the membership interests in the Companies.

The Companies sought Chapter 11 bankruptcy protection (Bankr. N.D.
Tex. Lead Case No. 15-41974), on May 17, 2015.  Larry P. Noble
signed the petitions as manager.

On May 27, 2015, the Court directed the joint administration of the
cases.  The Debtors disclosed $61,675,313 in assets and $57,982,488
in liabilities.

Judge Michael Lynn presides over the cases.  The Debtors tapped
Lynda L. Lankford, Esq., and Jeff P. Prostok, Esq., at Forshey &
Prostok, LLP, as their counsel.  The Debtors hired CBRE, Inc., as
their real estate appraiser.

The U.S. Trustee appointed five creditors to serve on an official
committee of unsecured creditors.  The Committee is represented by
Mark E. Andrews, Esq., and Aaron M. Kaufman, Esq., at Dykema Cox
Smith.

Dennis Faulkner has been named the Chapter 11 Trustee for Frac
Specialist, LLC, et al.  Mark J. Petrocchi, Esq., of Griffith, Jay
& Michel, LLP, serves as the bankruptcy counsel of the Trustee.


FREMONT-RIDEOUT HEALTH: Moody's Lowers Rating on $112MM Debt to B1
------------------------------------------------------------------
Moody's Investors Service has downgraded Fremont-Rideout Health
Group's (FRHG) (CA) rating to B1 from Ba3, affecting approximately
$112 million of debt issued by the City of Marysville, CA. The
outlook is negative. This concludes Moody's review for downgrade
initiated on October 13, 2016.

The downgrade to B1 reflects ongoing cashflow pressures as FRHG
faces lower than budgeted revenue growth and rising expenses
associated with its new patient tower which is expected to open in
February 2017. The downgrade also reflects multiple extensions of
the deadline for delivery of the annual audit and compliance
certificate while a forbearance agreement with bondholders is
negotiated. A covenant violation (less than 1.2 times Maximum
Annual Debt Service Coverage) is anticipated with the June 30, 2016
financials, and could result in acceleration of debt if no
forbearance agreement is achieved. While liquidity currently
provides sufficient coverage of debt in the event of acceleration,
liquidity will decline if operating cash flow does not stabilize,
lowering bondholder recovery in the event of an acceleration and
supports the negative outlook. Failure to achieve the anticipated
forbearance agreement within the next month could result in further
downgrade.

Rating Outlook

The negative outlook reflects the likelihood of continued
operational challenges, with potential tightening of coverage
ratios, and further cash decline with near-term capital needs,
which would lower Moody's expected recovery analysis in the event
the forbearance agreement is not achieved and the bonds are
accelerated.

Factors that Could Lead to an Upgrade

Given severity of current circumstances, an upgrade is not likely
in the near term. Over the longer term, an upgrade could result
from consistent and sustainable improvement in cash flow and
financial metrics

A revision to a stable outlook could result from resolution of the
forbearance agreement combined with evidence of consecutive
quarter-over-quarter improvement in cash flow and operating cash
flow margins, with stabilization of liquidity

Factors that Could Lead to a Downgrade

Acceleration of debt

Further deterioration of operating cashflow or liquidity

Legal Security

The bonds are secured by a joint and several obligation secured by
a pledge of gross revenues of the Obligated Group (per the Master
Trust Indenture). The Obligated Group consists of The
Fremont-Rideout Health Group (the Parent Corporation), Rideout
Memorial Hospital (which includes Fremont Medical Center), and
United Com-Serve (owner and operator of senior living facilities).
FRHG funded a debt service reserve fund of approximately $13
million in FY 2016.

Use of Proceeds

Not applicable

Obligor Profile

FRHG is a 501-c-3, health services organization with operations in
the neighboring cities of Marysville and Yuba City, located
approximately 40 miles north of Sacramento. The organization
operates a comprehensive tertiary medical center and it is the
primary referral center between Chico and Roseville.

Methodology

The principal methodology used in this rating was Not-For-Profit
Healthcare Rating Methodology published in November 2015.


FRESH & EASY: Committee Taps Gellert Scali as Special Counsel
-------------------------------------------------------------
The official committee of unsecured creditors of Fresh & Easy,
LLC seeks approval from the U.S. Bankruptcy Court in Delaware to
hire Gellert Scali Busenkell & Brown, LLC as its special counsel.

The firm will provide legal services in connection with the
avoidance actions commenced by the committee.  The hourly rates
charged by the firm are:

     Ronald Gellert             $450
     Brya Keilson               $350
     Associates          $280 - $300
     Of Counsel          $280 - $300
     Paraprofessionals   $105 - $210

Ronald Gellert, Esq., disclosed in a court filing that his firm is
a "disinterested person" as defined in section 101(14) of the
Bankruptcy Code.

The firm can be reached through:

     Ronald S. Gellert, Esq.
     Gellert Scali Busenkell & Brown LLC
     1201 N. Orange Street, Suite 300
     Wilmington, DE 19801
     Direct Dial: 302-425-5806
     Fax: 302-425-5814
     Email: rgellert@gsbblaw.com
     Email: contact@gsbblaw.com

                       About Fresh & Easy

Fresh & Easy, LLC, a chain of grocery stores in the Southwest
United States, filed a Chapter 11 bankruptcy petition (Bankr. D.
Del. Case No. 15-12220) on Oct. 30, 2015.  The petition was signed
by Peter McPhee, the CFO.  The Debtor estimated assets of $10
million to $50 million and liabilities of at least $100 million.

Judge Christopher S. Sontchi is assigned to the case.

The Debtor has engaged Norman L. Pernick, Esq., Kate J. Stickles,
Esq., and David W. Giattino, Esq., at Cole Schotz P.C. as counsel;
Epiq Bankruptcy Solutions, LLC, as claims and noticing agent; DJM
Realty Services, LLC; and CBRE Group, Inc., as real estate
consultants; and FTI Consulting, Inc., as restructuring advisors.

The Official Committee of Unsecured Creditors hired Fox Rothschild
LLP and ASK LLP as counsel.

                          *     *     *

The Debtor has undertaken the process of liquidating the estate's
assets located at its retail locations and distribution center
with the assistance of Hilco Merchant Resources, LLC, and
Industrial Assets Corp., respectively, has engaged DJM Realty
Services, LLC, and CBRE, Inc., to market its leasehold interests,
and has recently engaged Hilco Streambank to assist with the
disposition of its intellectual property.


FTZ NETWORKS: Court Conditions Use of IBERIABANK Cash Collateral
----------------------------------------------------------------
Judge Jason D. Woodard of the U.S. Bankruptcy Court for the
Northern District of Mississippi authorized FTZ Networks, Inc., to
use IBERIABANK's cash collateral subject to certain conditions.

IBERIABANK represented that it is amenable to the Debtor's use of
cash collateral conditioned upon providing an accounting for its
use since the Petition Date, providing a budget for its use in the
future, providing sufficient information to monitor compliance with
that budget in the future, and paying adequate protection.

The Debtor is indebted to IBERIABANK in the amount of $151,121
under a Promissory Note known as Note 3128, and $27,500 under a
Promissory Note known as Note 3101.  IBERIABANK holds a validly
perfected security interest in the Debtor's cash collateral, and a
properly perfected lien on the Debtor's property, including the
Debtor's accounts, inventory, and other collateral which is or may
result in cash collateral.

Judge Woodard acknowledged that good cause exists to allow the
Debtor to use cash collateral.  He further acknowledged that the
Debtor's use of cash collateral is necessary to avoid immediate and
irreparable harm to the Debtor.

Judge Woodard allowed the Debtor to use cash collateral with the
following conditions:

     (1) delivery of a monthly budget to IBERIABANK within 10 days
from the date of the Court's Order;

     (2) accounting for the use of the cash collateral for the time
frame of the Petition Date until the date of the Court's Order,
also within 10 days of the date of the Court's Order; and

     (3) continuing to account for the use of cash collateral by
way of delivery of all bank account statements relating to the cash
collateral to the creditor within five days after such statements
are issued.

The Debtor's use of cash collateral is also conditioned on the
payment of adequate protection as outlined in the Agreed Order for
Adequate Protection and the payment of the two post-petition
payments that are due.

Judge Woodard held that only if these payments are made and the
Debtor remains, at a minimum, in compliance with its estimated
budget, will the cash collateral then be available for all of the
Debtor's budgeted expenses.

A full-text copy of the Order, dated Jan. 23, 2017, is available at

http://bankrupt.com/misc/FTZNetworks2016_1614020jdw_52.pdf

IBERIABANK is represented by:

          Bradley T. Golmon, Esq.
          HOLCOMB DUNBAR
          Post Office Drawer 707
          Oxford, MS 38655
          Telephone: (662) 234-8775

               - and -

          Toni Campbell Parker, Esq.
          615 Oakleaf Office Lane, Suite 201
          Memphis, TN 38117
          Telephone: (901) 683-0099
         
                      About FTZ Networks, Inc.

FTZ Network, Inc., filed a Chapter 11 bankruptcy petition (Bankr.
N.D. Miss. Case No. 16-14020) on Nov. 14, 2016.  The petition was
signed by its CEO, Michael Niclosi.  The Debtor is represented by
Toni Campbell Parker, Esq., at Law Firm of Toni Campbell Parker.
At the time of filing, the Debtor estimated assets at $100,000 to
$500,000 and liabilities at $500,000 to $1 million.



GANDER MOUNTAIN: Lazard on Board as Advisor, NY Post Says
---------------------------------------------------------
At least three more apparel chains -- Wet Seal, Eastern Mountain
Sports and Bob's Stores  -- are running short of cash and on the
verge of filing for bankruptcy protection, The New York Post has
learned, according to a report by The Post's Lisa Fickenscher and
Josh Kosman.

The report also said a fourth chain, outdoor retailer Gander
Mountain has hired a financial adviser.

     (A) Wet Seal

NY Post reported that for Wet Seal -- owned by Versa Capital, a
private equity firm -- a poor holiday made it impossible to obtain
new financing, according to a recent regulatory filing.

As reported by the Troubled Company Reporter, The Wet Seal, Inc.,
and three affiliates, The Wet Seal Retail, Inc., Wet Seal Catalog,
Inc., and Wet Seal GC, LLC, filed separate Chapter 11 petitions
(Bankr. D. Del. Case Nos. 15-10081 to 15-10084) on Jan. 15, 2015.
The Delaware bankruptcy court on October 30, 2015, entered an order
confirming the First Amended Joint Plan of Liquidation.  The Plan
was co-proposed by the Debtors and the Creditors Committee.  The
Plan was originally filed with the Bankruptcy Court on August 10,
2015 and subsequently amended on September 8, 2015.  The Plan
became effective on December 31, 2015.

As widely reported in January 2017, Wet Seal is shutting its
Irvine, Calif., headquarters and closing its 171 stores.

     (B) Eastern Mountain Sports
     (C) Bob's Stores

EMS and Bob's Stores -- which, like Wet Seal, were bought out of
bankruptcy by Versa less than a year ago -- are running out of cash
and could file Chapter 11 as soon [as Jan. 27, 2017], according to
two sources familiar with the situation, The Post said.  Those
sources also told The Post that over the last several weeks, Versa
tried unsuccessfully to sell both EMS and Bob's.

As reported by the Troubled Company Reporter, EMS and Bob's Stores
former parent, Vestis Retail Group, sought Chapter 11 bankruptcy
protection in April 2016.  That case is ongoing.  Vestis was also
the operator of the Sport Chalet retail chain.

According to The Post, Eastern Outfitters, the holding company that
owns the chains, said in a statement, "We are evaluating a number
of strategic options. No decisions have been made."

According to the TCR report, Vestis BSI Funding served as stalking
horse bidder and acquired substantially all of Vestis' assets as a
going concern, subject to the terms and conditions of an Asset
Purchase Agreement dated April 17, 2016, for a purchase price
comprising of cash equal to $1,500,000, a credit bid of
$35,000,000, and the pay off of all outstanding DIP obligations.
The buyer is affiliated with Versa Capital Management, LLC, Vestis'
equity sponsor.

According to The Post, Lowenstein Sandler's Jeffrey Cohen, who was
the lead lawyer for the chains' creditors committee last year, said
one telltale sign that they are headed south is that they didn't
place orders for the upcoming season at the Outdoor Retailer Winter
Market conference earlier in January in Salt Lake City, Utah.
"Word started to get around at the conference that they were in
trouble again," Mr. Cohen said, according to The Post report.

     (D) Gander Mountain

The Post, citing several sources, also reported that some vendors
of outdoor retailer Gander Mountain have stopped talking orders and
the Company just hired financial adviser Lazard.  A Gander
spokesman declined to comment.

Stan Bullard, writing for Crain's Cleveland Business, reported that
Gander Mountain plans to shut its Sheffield Village, Lorain County,
store in mid-February.  However, the report added, Jess Myers, a
spokesman for St. Paul, Minn.-based Gander Mountain, said in a Jan.
26, email that the store is closing "due to an expiring lease at
the end of the year."


GARDEN FRESH: Hires Grant Thornton for Tax Services
---------------------------------------------------
Garden Fresh Restaurant Intermediate Holding, LLC and its
debtor-affiliates seek permission from the U.S. Bankruptcy Court
for the District of Delaware to employ Grant Thornton LLP to
provide tax compliance and advisory services to the Debtors, nunc
pro tunc to December 7, 2016.

The Debtors require Grant Thornton to provide tax compliance
(including tax return preparation) services (the "Tax Compliance
Services") and tax advisory services (the "Tax Advisory Services")
to the Debtors. These services include preparation of federal and
state corporate income tax returns for Garden Fresh Restaurant
intermediate Holding, LLC and its subsidiaries and for Garden Fresh
Promotions, LLC, for the taxable year ended September 30, 2016.

Grant Thornton will be paid at these hourly rates:

       Partner/Principal                $865
       Senior Manager/Director          $710
       Manager                          $645
       Senior Associate                 $490
       Associate                        $310

Grant Thornton will also be reimbursed for reasonable out-of-pocket
expenses incurred.

Melvin S. Tobaru, partner of the firm of Grant Thornton LLP,
assured the Court that the firm is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code and does
not represent any interest adverse to the Debtor and its estates.

Grant Thornton may be reached at:

      Melvin S. Tobaru
      Grant Thornton LLP
      12220 El Camino Real, Suite 300
      San Diego, CA 92130-2091
      Tel: 858.704.8000
      Fax: 858.704.8099

                    About Garden Fresh

Founded in 1978 and headquartered in San Diego, CA, Garden Fresh
owns of 123 Souplantation and Sweet Tomatoes restaurants across 15
states. Garden Fresh has 5,500 employees, approximately 5,000 of
whom are employed on an hourly basis.

Garden Fresh Restaurant Intermediate Holding, LLC, and
its¨affiliates filed chapter 11 petitions (Bankr. D. Del.
CaseNos.16-12174 to 16-12178) on Oct. 3, 2016. The petitions were
signed byJohn D. Morberg, chief executive officer.

The Debtors have hired Morgan, Lewis & Bockius LLP as
general counsel; Young, Conaway, Stargatt & Taylor, LLP as local
counsel; Piper Jaffray Companies as financial advisor; and Epiq
Bankruptcy Solutions, LLC as claims and noticing agent.

At the time of the filing, Garden Fresh Restaurant
IntermediateHoldings estimated assets and debts at $0 to $50,000.

Andrew R. Vara, Acting U.S. Trustee for Region 3, on Oct. 13, 2016,
appointed five creditors of Garden Fresh Restaurant Intermediate
Holdings, LLC, et al., to serve on the official committee of
unsecured creditors.


GATEWAY ENTERTAINMENT: 31st Street Objects to Plan Outline
----------------------------------------------------------
Creditor 31st Street Business Park, LLC, filed with the U.S.
Bankruptcy Court for the Western District of Pennsylvania an
objection to Gateway Entertainment Studios LP's plan of
reorganization and disclosure statement dated Dec. 22, 2016.

Creditor 31st Street filed Proof of Claim No. 6 in the amount of
$7,031,434.27 and Proof of Claim No. 7 in the amount of
$1,396,153.82 on June 29, 2016.  It filed an Amended Proof of Claim
No. 7 on Jan. 23, 2017, to include its civil action to be filed
against the Debtor.  The Amended Proof of Claim lists the claim as
unsecured, in an amount to be determined.

Creditor 31st Street claims that:

     a. the Debtor's Plan and accompanying Disclosure Statement
        currently state that all allowed general unsecured
        creditors will be paid in full.  However, the Debtor does
        not state which unsecured claims are disputed, the amount
        of the disputed claims, or the basis for disputing the
        claims.  The total amount of general unsecured claims is
        listed as $5,631,356.80 according to page 6 of the
        Disclosure Statement.  Additionally, Proof of Claim Nos.
        1-4 do not list a claim amount;

     b. the Debtor's Disclosure Statement contemplates a sale of
        the Debtor's assets for $14 million.  However, it is not
        clear that this sale is adequate to pay all general
        unsecured creditors in full, and therefore the private
        sale proposed is inappropriate without providing for a
        competitive bidding process;

     c. given the uncertainty regarding the amount of general
        unsecured claims that will actually be allowed, and the
        additional uncertainty regarding Creditor 31st Street's
        unsecured claim for civil damages, the Amended Disclosure
        Statement does not provide "adequate information" per the
        requirements of 11 U.S.C. Section 1125(a)(1).  The        

        Debtor's Plan is not feasible, and therefore not
        confirmable;

     d. the actual treatment of Creditor 31st Street's claims is
        unclear, as the Debtor's Plan and Disclosure Statement
        contradict each other.  Page 4 of the Debtor's Disclosure
        Statement lists the two secured claims of Creditor 31st
        Street as "Disputed", but page 8 states that the claims
        will be "paid in full upon the effective date."  The Plan
        itself states that the claim will be paid "to the extent
        it's allowed," and "to the extent the Parties cannot agree

        on the amount of said claim, this claim will be added to
        and included as part of the claims resolution process set
        forth in Section VII herein."  31st Street objects to the
        plan because it proposes to transfer title to the Debtor's

        assets secured by Creditor 31st Street's liens without
        providing for payment at closing;

     e. while the Debtor lists Creditor 31st Street's claims as
        "disputed" it does not provide a basis for disputing the
        claims, or indicate the amount that is disputed.  Given
        that the Debtor never states the amount it deems
        "allowable" for Creditor 31st Street, Creditor 31st Street

        cannot determine whether the treatment of its claims is
        acceptable;

     f. the Debtor's Disclosure Statement states that the Debtor
        intends to bring a claim against Creditor 31st Street.  
        However, the Disclosure Statement does not contemplate the

        claims and counterclaims that Creditor 31st Street
        maintains against the Debtor and Mr. Breakwell, nor the
        considerable costs of the litigation;

     g. the Plan is not feasible or tendered in good faith, and it

        is not confirmable; and

     h. Creditor 31st Street reserves the right to object to the
        contemplated litigation for tortious interference
        mentioned in the Debtor's Disclosure Statement at a later
        time, should the litigation actually materialize.

The Objection is available at:

             http://bankrupt.com/misc/pawb16-21628-360.pdf

31st Street is represented by:

     Brian C. Thompson, Esq.
     THOMPSON LAW GROUP, P.C.
     125 Warrendale-Bayne Road, Suite 200
     Warrendale, Pennsylvania 15086
     Tel: (724) 799-8404
     Fax: (724) 799-8409
     E-mail: bthompson@thompsonattorney.com

                      About Gateway Entertainment

Gateway Entertainment Studios, L.P., filed a Chapter 11 petition
(Bankr. W.D. Pa. Case No. 16-21628) on April 29, 2016.  At the time
of filing, the Debtor listed total assets of $12.15 million and
total debts of $9.87 million.  Judge Carlota M. Bohm is assigned to
the case.   

When it filed for bankruptcy, Gateway Entertainment tapped Richard

R. Tarantine, Esq., at Tarantine & Associates, as its bankruptcy
counsel.  Mr. Tarantine later moved to Jones Gregg Creehan &
Gerace, LLP.  Gateway then hired the Law Offices of Robert O Lampl

as counsel.

The U.S. trustee for Region 3 on June 2, 2016, appointed three
creditors of Gateway Entertainment Studios, LP, to serve on the
official committee of unsecured creditors.  The Committee is
represented by Kirk B. Burkley, Esq., at Bernstein-Burkley, P.C.,
in Pittsburgh, Pennsylvania.


GATEWAY ENTERTAINMENT: Trusts Object to Disclosure Statement
------------------------------------------------------------
The Dale Carroll Rosenbloom, Jr. 2003 Irrevocable Trust and the
Lucia Rodriguez 2003 Irrevocable Trust filed with the U.S.
Bankruptcy Court for the Western District of Pennsylvania an
objection to Gateway Entertainment Studios LP's disclosure
statement accompanying the Debtor's plan of reorganization dated
Oct. 28, 2016.

The Trusts are preferred equity interest holders and parties in
interest in the within bankruptcy proceeding by virtue of their
being Class A Preferred Limited Partners in the Debtor, owning an
aggregate 45% of the membership interests in the Debtor per the
Second Amended Limited Partnership Agreement.

On Dec. 22, 2016, the Debtor herein through its retained counsel
filed an Amended Plan of Reorganization and an accompanying Amended
Disclosure Statement.  In pertinent part, the Amended Disclosure
Statement provides for the proposed sale of the Debtor's Real
Estate Assets (excluding its RCAP grants, a pending insurance claim
and certain claims against third-parties) to Midwood Investments
for the sum of $14 million in a private sale.

The Trusts claim, among others, that:

     a. the Amended Disclosure Statement further indicates that
        the $14 million sale proceeds are sufficient to more than
        pay in full the secured claim against the Debtor's real
        estate as well as all anticipated allowed unsecured
        claims, thus leaving funds available to pay the Trusts
        preferred equity interest claims respecting the Debtor.
        Hence, there is no Absolute Priority Rule issue raised at
        least with respect to the Trusts' preferred equity
        interest claims;

     b. in keeping with the apparent value of the Trusts' equity
        interest claims, the Disclosure Statement provides in
        pertinent part as follows: "the Debtor will give the
        claims of the [Trusts] the option of extinguishing their
        equity for full payment or retaining their equity in the
        Debtor upon confirmation";

     c. nowhere in the Amended Disclosure Statement is there any
        indication as to what the Debtor regards or contends is
        "full payment" of the Trusts' equity interest claims.  The

        Trusts claims are stated on the schedule included as part
        of the Disclosure Statement at page 13 of 19 and are not
        identified as "disputed" therein, however, the Amended
        Plan which includes the Trusts claims in "Unsecured Class
        5", baldly the states those claims are "disputed" without
        elaboration as to what the nature of the "dispute" is;

     d. pursuant to the Debtor's Limited Partnership Agreement, as

        amended, the Trusts are entitled to recovery of the full
        amount of their respective capital contributions which
        were each in the amount of $625,000 (i.e. $1,250,000 in
        the aggregate).  Additionally, the Trusts are each
        entitled to payment of the "Class A preferred return" set
        forth in the Limited Partnership Agreement equal to 15% of

        their respective capital contributions.  Hence the Trusts
        are entitled in the aggregate to a "Class A preferred
        return" in the sum of $187,500.  Once paid, their Class A
        preferred return, the Trusts still retain their 45%
        interest.  If the Trusts were to be bought out, then per
        the provisions of the Limited Partnership Agreement, in
        addition to the above referenced payments, the Trusts must

        also be paid the value of their aggregate 45% equity
        interest in the Debtor.  The Amended Disclosure Statement
        and accompanying Amended Plan dated Dec. 22, 2016,
        therefore mischaracterize the Trusts' preferred equity
        interest claims and improperly attempt to modify the
        Trusts' preferred equity interest rights by proposing that
        the Trusts must elect either payment or retention of their

        preferred equity interests when in fact they are entitled
        to both;

     e. moreover, the Amended Disclosure Statement in Section VIII

        on page 16 of 19 identifies there is pending litigation on

        appeal involving a claim by a party (Knoll) claiming to
        have entitlement to a 15% equity ownership interest in the

        Debtor but the Amended Disclosure Statement otherwise does

        not provide any discussion as to the basis for the claimed

        assertion of an ownership interest by that party.  For
        obvious reasons, the pendency of that claim has an impact
        upon the ownership structure of the Debtor;

     f. the Amended Disclosure statement at page 17 of 19
        indicates the Debtor intends to bring a claim against 31st

        St. Business Park LLC and David Kowalski for "tortious
        interference" with the Debtor's contractual agreements
        with various parties and this would appear to be the
        additional claims against certain third parties referenced

        in the Amended Disclosure Statement which are being
        retained by the Debtor; and

     g. absent proper characterization of the Trusts claims and
        further information from the Debtor as to its position as
        to what "full payment" of the Trusts' equity interest
        claims will consist of and full disclosure as to the
        asserted claim by Knoll to an ownership interest in the
        Debtor, the Trusts cannot evaluate or intelligently vote
        respecting the proposed treatment of the Trusts in the
        Amended Plan and therefore the Amended Disclosure
        Statement does not provide "adequate information" per the
        requirements of 11 U.S.C. Section 1125 (a)(1).

The Objection is available at:

              bankrupt.com/misc/pawb16-21628-359.pdf

The Trusts are represented by:

     ELLIOTT & DAVIS, PC
     Jeffrey T. Morris, Esq.
     425 First Avenue, First Floor
     Pittsburgh, PA 15219
     Tel: (412) 434.4911, ext. 34
     Fax: (412) 774.2168
     E-mail: morris@elliott-davis.com

                      About Gateway Entertainment

Gateway Entertainment Studios, L.P., filed a Chapter 11 petition
(Bankr. W.D. Pa. Case No. 16-21628) on April 29, 2016.  At the time
of filing, the Debtor listed total assets of $12.15 million and
total debts of $9.87 million.  Judge Carlota M. Bohm is assigned to
the case.   

When it filed for bankruptcy, Gateway Entertainment tapped Richard

R. Tarantine, Esq., at Tarantine & Associates, as its bankruptcy
counsel.  Mr. Tarantine later moved to Jones Gregg Creehan &
Gerace, LLP.  Gateway then hired the Law Offices of Robert O Lampl

as counsel.

The U.S. trustee for Region 3 on June 2, 2016, appointed three
creditors of Gateway Entertainment Studios, LP, to serve on the
official committee of unsecured creditors.  The Committee is
represented by Kirk B. Burkley, Esq., at Bernstein-Burkley, P.C.,
in Pittsburgh, Pennsylvania.


GERALEX INC: Disclosure Statement Conditionally Approved
--------------------------------------------------------
The Hon. Pamela S. Hollis of the U.S. Bankruptcy Court for the
Northern District of Illinois has granted in part Geralex, Inc.'s
motion to conditionally approve the disclosure statement referring
to the Debtor's plan of reorganization and extend the time to file
the plan and disclosure statement.

Geralex asked the court to set a Feb. 16 deadline for creditors to
cast their votes and file their objections.  The company also
proposes a Feb. 23 hearing to consider approval of the plan.

As reported by the Troubled Company Reporter on Jan. 19, 2017, the
Debtor filed with the Court disclosure statements with respect to
its first amended plan of reorganization dated Jan. 13, 2017, and
the Second Amended Disclosure Statement dated Jan. 13, 2017.  The
Plan contemplates that, among others, the Debtor will continue
operating its business as a certified women-owned and
minority-owned business providing janitorial services for
commercial and governmental premises, and that all creditors will
be paid in full over time.

                       About Geralex Inc.

Geralex, Inc., is an Illinois corporation with its principal place
of business in Chicago, Illinois.  The company provides janitorial
services to commercial and government facilities, such as airports
and schools. It has been in business since 2003.  It is owned by
Alejandra Alvarado (60%) and Gerardo Alvarado (40%).

The Debtor sought Chapter 11 protection (Bankr. N.D. Ill. Case No.
16-06479) on Feb. 26, 2016.  The Debtor is represented by William
J. Factor , Esq., and Z. James Liu, Esq., at FactorLaw.

No trustee, examiner, or committee has been appointed in the case.


GLACIERVIEW HAVEN: Trustee Hires Quackenbush & Hansen as Accountant
-------------------------------------------------------------------
Andrew Wilson, Chapter 11 trustee of Glacierview Haven, LLC, seeks
permission from the United States Bankruptcy Court for the Western
District of Washington to retain Quackenbush & Hansen, P.S. as
accountant for limited tax services.

In addition to acting as the Trustee, Andrew Wilson was employed on
July 19, 2016 to provide certain accounting services to the
debtors, primarily with respect to day-to-day management issues.

The services to be provided by the CPA would be solely related to
preparing income tax returns for 2014, 2015, 2016 and 207 for each
of the Consolidated Resort Debtors, calculating capital gains taxes
relating to the sale of the Consolidated Estate's real property and
analyzing the overall tax effects of any sale of the Consolidated
Estate’s property. The CPA's work would not duplicate the work
being done by Mr. Wilson.

The Trustee proposes to retain Quackenbush on a general retainer
basis, with payment to be made on an interim basis at the regular
hourly rates charged for services by members of the firm.

To the best of the Trustee's knowledge, the members and employees
of the firm of Quackenbush are not creditors of this estate and do
not have any connection with the trustee, the Consolidated Resort
Debtors, their creditors or any other party-in-interest, or their
respective attorneys and accountants, and represent no adverse
interest to the estate in matters upon which it is to be retained.

The Firm can be reached through:

     QUACKENBUSH & HANSEN, P.S.
     17325 West Main Street
     Monroe, WA 98272
     Tel: (360) 863-8689

                     About Glacierview Haven

Glacierview Haven, LLC filed a Chapter 11 bankruptcy petition
(Bankr. W.D. Wash. Case No. 15-17327) on December 17, 2015.  Marc
S. Stern, Esq., served as bankruptcy counsel to the Debtor.

Forest Court, LLC filed a Chapter 11 petition (Bankr. W.D. Wash.
Case No. 15-17329) on December 17, 2015, represented by Mr. Stern.

Skagit River Resort, LLC, sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. W.D. Wash. Case No. 16-11632) on March 28,
2016.  The petition was signed by Don Clark, manager. The Debtor
was also represented by Mr. Stern.  Skagit River disclosed total
assets of $2.22 million and total debts of $894,828.

The Court later consolidated the three cases for procedural
purposes; and then appointed Andrew Wilson as the Chapter 11
trustee.


GOODMAN NETWORKS: Moody's Cuts PDR to D-PD Following Bankruptcy
---------------------------------------------------------------
Moody's Investors Service downgraded Goodman Networks, Inc.'s
probability of default rating (PDR) to D-PD from Ca-PD following
the company's announcement that it has filed for relief under
chapter 11 of the United States bankruptcy code. The company's Ca
corporate family rating (CFR), Ca senior secured rating and
negative outlook are unchanged. All ratings will be withdrawn
shortly following this ratings action.

Downgrades:

Issuer: Goodman Networks, Inc.

-- Probability of Default Rating, Downgraded to D-PD from Ca-PD

RATINGS RATIONALE

Goodman's Ca family rating reflects an elevated expected loss rate
following the recently announced bankruptcy and subsequent debt
restructuring. On January 25th, the company announced it would
restructure over $325 million of the Company's long term debt. The
company announced a prepackaged plan outlining the reorganization
of debt along with the notice of the bankruptcy filing. Holders of
the company's 12.125% senior secured notes will receive a pro rata
share of $25 million in cash and $112.5 million of new 8% senior
secured notes due 2022 (as well as payment-in-kind preferred and
common stock). This represents a recovery rate of less than 50%,
excluding the value of any equity received. Additionally, Goodman's
credit agreement will be amended, extended, and restated based on
terms yet to be determined. Implementation of the restructuring
plan could begin as early as February 27, 2017.

Moody's will withdraw all of Goodman's ratings, shortly after this
rating action, consistent with Moody's practice for companies
operating under the purview of the bankruptcy courts wherein the
availability and flow of information becomes typically more
limited. (Please refer to Moody's Procedure for Withdrawal of
Credit Ratings, available on www.moody.com)

The principal methodology used in this rating was Construction
Industry published in November 2014.

Goodman Networks, Inc., headquartered in Plano, TX, is a
specialized technical service provider to wireless and wireline
carriers throughout the US. Goodman provides outsourced cell site
builds, upgrades, and professional services to maintain and improve
existing networks. In July of 2016, the company sold its wireless
network deployment and wireline business to Dycom for $108 million.
Revenue for the twelve months ended September 30, 2016 totaled
approximately $662 million.


GRAND VOLUTE: Can Continue Using Cash Collateral Until February 23
-------------------------------------------------------------------
Judge James W. Boyd of the U.S. Bankruptcy Court for the Western
District of Michigan, authorized Grand Volute Ballrooms, LLC to
continue using cash collateral until February 23, 2017.

The confirmation hearing on the Debtor's First Amended Plan is
scheduled to take place on February 23, 2017.

The Debtor, Fifth Third Bank and the U.S. Trustee consented to the
limited use of cash collateral.  

Judge Boyd directed the Debtor to pay $7,020 Fifth Third Bank and
to provide an updated cash flow projection covering the time period
from January 23, 2017 through February 23, 2017.

Judge Boyd held that the previous Cash Collateral Order will remain
in full force and effect, and will continue to govern the Debtor's
use of cash collateral.

A full-text copy of the Order, dated January 24, 2017, is available
at https://is.gd/Nd1spj

              About Grand Volute Ballrooms, LLC.

Grand Volute Ballrooms, LLC, based in Lowell, Michigan, filed a
Chapter 11 petition (Bankr. W.D. Mich. Case No. 16-04314) on Aug.
19, 2016.  The petition was signed by Kent O. McKay, sole member.
The case is assigned to Judge James W. Boyd.  The Debtor is
represented by James R. Oppenhuizen, Esq., at Oppenhuizen Law Firm,
PLC.  The Debtor disclosed $2.27 million total assets and $3.45
million total liabilities.  

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


GREEN FUEL: Hires Davis Miles as Attorney
-----------------------------------------
Green Fuel Technologies, LLC asks for permission from the U.S.
Bankruptcy Court for the District of Arizona to employ Davis Miles
McGuire Gardner, PLLC as attorney.

The Debtor requires Davis Miles to:

   (a) advise the Debtor as to its rights, duties, and powers as
       debtor in possession;

   (b) prepare and file statements, schedules, plans, and other
       documents and pleadings necessary to be filed by the Debtor

       in the case;

   (c) represent the Debtor at all hearings, meetings of
       creditors, conferences, trials, and other proceedings in
       the case; and

   (d) perform other legal services as may be necessary in
       connection with the case.

Davis Miles will be paid at these hourly rates:

       Partner               $380
       Associate             $240
       Paralegal             $125

Davis Miles will also be reimbursed for reasonable out-of-pocket
expenses incurred.

The Debtor agreed to pay Davis Miles an advance on fees and costs
of $30,000.

Pernell McGuire, managing partner of Davis Miles, assured the Court
that the firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code and does not represent any
interest adverse to the Debtor and its estate.

Davis Miles can be reached at:

       Pernell McGuire, Esq.
       DAVIS MILES MCGUIRE GARDNER PLLC
       40 E Rio Salado Parkway, Suite 425
       Tempe, AZ 85281
       Tel: (844) 366-4529
       Fax: (480) 733-3748
       E-mail: pmcguire@davismiles.com
               azbankruptcy@davismiles.com

Green Fuel Technologies, based in Phoenix, Ariz., filed a Chapter
11 petition (Bankr. D. Ariz. Case No. 17-00594) on January 20,
2017. The case is assigned to Judge Brenda Moody Whinery. Pernell
W. McGuire, Esq., at Davis Miles McGuire Gardner, PLLC, serves as
bankruptcy counsel.

In its petition, the Debtor estimated $1 million to $10 million in
both assets and liabilities.  The petition was signed by John
Casey, managing member.

A copy of the Debtor's list of 20 largest unsecured creditors is
available for free at http://bankrupt.com/misc/azb17-00594.pdf



GREEN FUEL: Seeks Court Approval for Cash Collateral Use
--------------------------------------------------------
Green Fuel Technologies, LLC seeks authorization from the U.S.
Bankruptcy Court District of Arizona to use of cash collateral.

The Debtor has an immediate need to use its existing  cash and cash
generated from cash collateral to meet its obligations, which
includes payment of employee wages and salaries, subcontractors,
suppliers, and other expenses in order to continue operation of its
business.

As of the Petition Date, the Debtor owed UMB Bank approximately
$701,000, secured by all inventory, accounts, equipment, and
general intangibles owned by the Debtor.  UMB Bank asserts a first
priority, valid, enforceable, perfected security interest in the
Pre-Petition Collateral and proceeds thereof, including any cash in
accounts and deposits derived from the Pre-Petition Collateral.

The Debtor relates that WebBank may assert a second-position lien
in the pre-petition collateral in the amount of $85,545.

The Debtor further relates that Titan Bank, N.A. may assert a
first-position, purchase money security interest in certain
vehicles and equipment owed by the Debtor in the approximate amount
of $2,325,000.  Titan Bank is further secured by a first position
deed of trust on the real property at 3423 and 3207 S. 51st Avenue
Phoenix, AZ, owned by the Debtor's related entity, NextGen51, LLC.

The Debtor has conferred with UMB Bank and believes that UMB Bank
will agree to the requested use of its Cash Collateral under the
following proposed terms and conditions, among others:

       (a) The Debtor is authorized to use cash collateral to pay,
within 10% variance, the expenses cateforized in the proposed
Budget, which provides total operating expenses of approximately
$77,610, and additional budgets acceptable to UMB Bank and WebBank.


       (a) The Debtor will pay UMB Bank the sum of $7,000 per
month, which is approximately equal to 1% of the outstanding
indebtedness, and which amount will be applied towards a reduction
of principal;

       (b) The Debtor will deposit all cash collateral into a
segregated account, maintained as a debtor-in-possession account in
the Debtor's name;

       (c) To the extent there is a diminution in the value of UMB
Bank, WebBank and Titan Bank's interests in the cash collateral,
the UMB Bank, WebBank and Titan Bank will be granted replacement
liens, which will be equivalent to a lien granted under Section
364(c) of the Bankruptcy Code, and which will cover assets,
interest, and proceeds of the Debtors that are or would be
collateral under the Loan Documents, and all cash and cash
equivalents;

       (d) UMB Bank, WebBank and Titan Bank will also be granted an
allowed administrative claim to the extent that the Replacement
Liens do not adequately protect the diminution in the value of UMB
Bank, WebBank and Titan Bank's interests in the Collateral from the
Petition Date;

       (e) All of the Debtor's revenues that are in excess of its
expenses will remain in the Debtor's debtor-in-possession account
and will remain the cash collateral of UMB Bank and WebBank in
accordancw with its prepetition priority; and

       (f) The Debtor will provide weekly Accounts Receivable aging
reports to UMB Bank and WebBank.

A full-text copy of the Debtor's Motion, dated January 24, 2017, is
available at https://is.gd/YVBa8O

A copy of the Debtor's Budget, dated January 24, 2017, is available
at https://is.gd/ExblFh

                About Green Fuel Technologies

Green Fuel Technologies was established in 1999 as an alternative
energy company. In 2006, the Debtor successfully developed its
solar division, including commercial solar thermal and domestic hot
water systems. The Debtor's product line currently includes
installation equipment, energy saving devices, green build, and
eco-friendly products.

In 2015, the Debtor diversified its operation with its purchase of
all of the assets of Royden Precast. As part of the acquisition,
the Debtor took over the operations of Royden Construction Company,
a general contractor providing services in bridge and road
construction and pre-cast girder manufacturing. The transaction
included the purchase of real property located at 3423 and 3207 S.
51st Avenue Phoenix, AZ, as well as vehicles and equipment for
approximately $4,050,000. The Real Property if titled in a related
entity, NextGen51,LLC, and then leased to the Debtor, while the
vehicles and equipment are owned by the Debtor.

Green Fuel Technologies filed a Chapter 11 petition (Bankr. D.
Ariz. Case No. 17-00594), on January 20, 2017.  The Petition was
signed by John Casey, managing member.  The case is assigned to
Judge Brenda Moody Whinery.  The Debtor is represented by Pernell
W. McGuire, Esq. at Davis Miles McGuire Gardner, PLLC.  At the time
of filing, the Debtor estimated assets and liabilities at $1
million to $10 million.

No trustee or examiner has been appointed in the Debtor's Chapter
11 case.


HAIMARK LINE: Seeks to Hire Manning Fulton as Special Counsel
-------------------------------------------------------------
Haimark Line, Ltd. seeks approval from the U.S. Bankruptcy Court in
Colorado to hire Manning Fulton & Skinner, P.A. as its special
counsel.

The Debtor tapped the firm to provide tax-related legal services
and assist in completing its tax returns, 1099s and other
documents.  

Sandra Clark, Esq., the attorney designated to provide the
services, will be paid an hourly rate of $325.  Paralegals will be
paid $125 per hour.

Ms. Clark disclosed in a court filing that her firm is a
"disinterested person" as defined in section 101(14) of the
Bankruptcy Code.

Manning Fulton can be reached through:

     Sandra M. Clark, Esq.
     Manning Fulton & Skinner, P.A.
     3605 Glenwood Avenue, Suite 500
     Raleigh, NC 27612
     Phone: (919) 787-8880

                       About Haimark Line

Haimark Line Ltd. sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Colo. Case No. 15-22180) in Denver on
October 30, 2015.  The petition was signed by Marcus Leskovar,
managing partner.  

The case is assigned to Judge Sidney B. Brooks.  The Debtor is
represented by Brownstein Hyatt Farber Schreck, LLP.

The Debtor estimated both assets and liabilities in the range of $1
million to $10 million.

On December 20, 2016, the Debtor filed a Chapter 11 plan of
liquidation, which proposes to pay general unsecured creditors 40%
to 60% of the total amount of their claims allowed by the court.


HANSELL/MITZEL LLC: Taps Windermere Real Estate as Broker
---------------------------------------------------------
Hansell/Mitzel, LLC seeks approval from the U.S. Bankruptcy Court
for the Western District of Washington at Seattle to employ of Beth
A. Newton and Windermere Real Estate/CIR as the Debtor's Real
Estate Brokers/Agents.

Beth A. Newton and Windermere Real Estate/CIR will market and sell
Debtor's various properties in Island County.  Beth A. Newton and
Windermere Real Estate/CIR will receive 6% of the gross sale price
of each property, upon the conditions set forth in each exclusive
sale listing agreement.

To the best of Debtor's knowledge, Beth A. Newton and Windermere
Real Estate/CIR do not have any connection with Debtor, its
creditors, any other party in interest, or its respective attorneys
or accountants.

The Firm can be reached through:

     Beth A. Newton
     WINDERMERE SERVICES COMPANY
     5424 Sand Point Way NE
     Seattle, WA 98105
     Tel: 206-527-3801
     Email: bnewton@windermere.com

                          About Hansell/Mitzel LLC

Hansell/Mitzel LLC, dba Hansell Mitzel Homes, dba Resort
Maintenance Services, based in Mt. Vernon, Wash., filed a Chapter
11 petition (Bankr. W.D. Wash. Case No. 16-16311) on December 21,
2016. Hon. Timothy W. Dore presides over the case. John R Rizzardi,
Esq. of Cairncross & Hempelmann, P.S. serves as bankruptcy counsel.


In its petition, the Debtor estimated $10 million to $50 million in
both assets and liabilities. The petition was signed by Daniel R.
Mitzel, managing member.


HANSELL/MITZEL: U.S. Trustee Unable to Appoint Committee
--------------------------------------------------------
An official committee of unsecured creditors has not yet been
appointed in the Chapter 11 case of Hansell Mitzel LLC as of Jan.
27, according to a court docket.

Hansell/Mitzel LLC, dba Hansell Mitzel Homes, dba Resort
Maintenance Services, based in Mt. Vernon, Wash., filed a Chapter
11 petition (Bankr. W.D. Wash. Case No. 16-16311) on December 21,
2016.  Hon. Timothy W. Dore presides over the case. John R
Rizzardi, Esq. of Cairncross & Hempelmann, P.S. serves as
bankruptcy counsel.

In its petition, the Debtor estimated $10 million to $50 million in
both assets and liabilities.  The petition was signed by Daniel R.
Mitzel, managing member.


HEXION INC: Moody's Rates $225MM Senior Secured Notes at Caa3
-------------------------------------------------------------
Moody's Investors Service assigned a Caa3 rating to Hexion Inc.'s
$225 million senior secured (1.5 lien) notes due 2022. Proceeds
from these notes, along with an upsized $485 million of new first
lien notes and cash, will be used to refinance the existing senior
secured (1.5 lien) notes due 2018 and pay fees and expenses. The
issuance of these notes would prevent the $485 million of first
lien notes due 2022 issued by Hexion 2 U.S. Finance Corp from
having to be placed in escrow. All of Hexion's other ratings remain
the same including the Caa2 CFR; outlook is negative.

"The issuance of the 1.5 lien notes will greatly improve Hexion's
liquidity, however the company is paying fairly hefty price to
issue debt that matures after roughly $574 million of second lien
notes in 2020," stated John Rogers, Senior Vice President at
Moody's. "Hexion financial performance will have to improve
significantly by 2020 to refinance roughly $2.4 billion of maturing
debt."

Assignments:

Issuer: Hexion Inc.

-- Senior Secured Regular Bond/Debenture at Caa3 (LGD5)

RATINGS RATIONALE

Hexion's Caa3 rating on the new $225 million senior secured (1.5)
notes due 2022 reflects the security interest on certain assets
that is junior in priority to roughly $2.38 billion in other first
lien debt, but senior in priority to $574 million of second lien
debt. The 1.5 lien notes will mature after the maturity of the
second lien debt. The notes have a lien on all domestic subsidiary
assets that are not part of the ABL collateral, and also junior to
the ABL lien holders and the first lien debt on the ABL
collateral.

The high interest cost of Hexion's new debt will modestly weaken
cash flow metrics and increase negative free cash flow. The higher
cost debt will increase the reliance on additional asset sales in
2017 to avoid deterioration in Hexion's liquidity.

Hexion's leverage through the first lien debt is currently 5.6x
based on Moody's standard adjustments to financial statements (5.4x
based on Hexion's pro forma calculations). Leverage though the new
1.5 lien notes is roughly 6.1x (5.9x based on Hexion's pro forma
calculations).

In 2017, Hexion's financial performance should improve due to
additional cost reduction efforts, a further rebound in US shale
fracking, a modest increase in Forest Product Resins volumes in
North America and additional earnings from the two Gulf Coast
formaldehyde plants started up in 2016. However, headwinds from a
stronger US dollar could offset some of the increase in
profitability that Moody's has projected for 2017. Moreover, higher
interest costs on the new debt will limit any increase in cash
flows, and free cash flow is likely to remain negative by $50-70
million. Moody's expects that Hexion will continue to divest
non-core assets and take other actions to avoid a material erosion
in liquidity.

Hexion's negative outlook reflects the combination of high
leverage, weak cash flows, negative free cash flow and the
continuing reliance on asset sales to maintain liquidity. Hexion's
ratings would be subject to a further downgrade if liquidity
declines below $250 million. Conversely the ratings could be
upgrades if leverage declined below 7.0 times, the company is able
to generate positive free cash flow and it has refinanced the 2020
maturities.

The principal methodology used in this rating was Global Chemical
Industry Rating Methodology published in December 2013.

Hexion Inc., headquartered in Columbus, Ohio, is a leading producer
of thermoset resins (epoxy, formaldehyde and acrylic). The company
is also a supplier of specialty resins sold to a diverse customer
base as well as a producer of commodities such as formaldehyde,
bisphenol A (BPA), epichlorohydrin (ECH), versatic acid and related
derivatives. Revenues are approximately $3.6 billion. The majority
owner of Hexion is an affiliate of Apollo Management.


HEXION INC: Proposes $200 Million Debt Offering
-----------------------------------------------
Hexion Inc. announced that it is proposing to issue $200 million
aggregate principal amount of new senior secured notes due 2022 in
a private offering that is exempt from the registration
requirements of the Securities Act of 1933, as amended.  In
connection with this offering, the Company expects to increase the
size of the previously announced offering of first-priority senior
secured notes due 2022 from $460 million to $510 million aggregate
principal amount of New First Lien Notes.

The Notes will be senior obligations of the Company and will be
guaranteed on a senior secured basis by the Company's existing
domestic subsidiaries that guarantee obligations under its senior
secured asset-based revolving credit facility and its future
domestic subsidiaries that guarantee any debt of the Company or the
guarantors.  The Notes and guarantees will be secured by a lien on
collateral that is junior in priority to the liens securing the
first-priority lien obligations of the Company and the guarantors
and senior in priority to the Company's second lien notes, subject
to certain exceptions and permitted liens.

The Company intends to use the net proceeds from the offering of
the Notes, together with the net proceeds of the offering of New
First Lien Notes and cash on its balance sheet, to (i) purchase or
redeem all of its outstanding 8.875% Senior Secured Notes due 2018
and (ii) pay related fees and expenses.  Each of the proposed
offering of the Notes and the New First Lien Notes is subject to
market and other conditions, and may not occur as described or at
all.

The Notes are being offered only to qualified institutional buyers
in reliance on Rule 144A under the Securities Act, and outside the
United States, only to non-U.S. investors in reliance on Regulation
S under the Securities Act.  The Notes will not be initially
registered under the Securities Act or any state securities laws
and may not be offered or sold in the United States absent an
effective registration statement or an applicable exemption from
registration requirements or a transaction not subject to the
registration requirements of the Securities Act or any state
securities laws.

                        About Hexion Inc.

Hexion Inc., formerly known as Momentive Specialty Chemicals, Inc.,
headquartered in Columbus, Ohio, is a producer of thermoset resins
(epoxy, formaldehyde and acrylic).  The Company is also a supplier
of specialty resins for inks and specialty coatings sold to a
diverse customer base as well as a producer of commodities such as
formaldehyde, bisphenol A, epichlorohydrin, versatic acid and
related derivatives.

Hexion reported a net loss attributable to the Company of $40
million on $4.14 billion of net sales for the year ended Dec. 31,
2015, compared to a net loss attributable to the Company of $223
million on $5.13 billion of net sales for the year ended Dec. 31,
2014.  As of Sept. 30, 2016, Hexion had $2.18 billion in total
assets, $4.59 billion in total liabilities and a total deficit of
$2.41 billion.

                          *     *     *

The TCR reported on Oct. 3, 2014, that Standard & Poor's Ratings
Services lowered its corporate credit rating on Momentive Specialty
by one notch to 'CCC+' from 'B-'.  "The downgrade follows MSC's
significant use of cash in the first half of 2014 and our
expectation that lackluster cash flow from operations and elevated
capital spending will cause free operating cash flow to be
significantly negative in 2014 and 2015," said Standard & Poor's
credit analyst Cynthia Werneth.

As reported by the TCR on Jan. 24, 2017, Moody's Investors Service
lowered the Corporate Family Rating (CFR) of Hexion Inc. to Caa2.
Hexion's Caa2 CFR reflects its elevated leverage of over 9 times,
weak cash flow from operations and negative free cash flow.


HEXION INC: S&P Assigns 'CCC' Rating to New $200MM Notes
--------------------------------------------------------
S&P Global Ratings said it assigned its 'CCC' issue-level rating
and '5' recovery rating to Columbus, Ohio.-based Hexion Inc.'s
proposed $200 million 1.5-lien senior secured notes due in 2022.
The '5' recovery rating indicates S&P's expectation for modest
recovery in the event of payment default (lower half of the 10% to
30% range).

The company plans to use proceeds to fund redemption of the
remaining 8.875% senior notes due in 2018.

The ratings on Hexion, including the 'CCC+' corporate credit
rating, are unchanged.  The rating outlook remains negative.

S&P based all ratings on preliminary terms and conditions.

RATINGS LIST

Hexion Inc.
Corporate credit rating                      CCC+/Negative/--

New Rating
Hexion Inc.

Senior Secured
$200 mil 1.5-lien sr secd nts due 2022      CCC
  Recovery Rating                            5L


HOMEJOY LLC: Hires Fineman West as Accountant
---------------------------------------------
Homejoy (assignment for the benefit of creditors) LLC, a California
Limited Liability Company seeks authorization from the U.S.
Bankruptcy Court for the Northern District of California to employ
Fineman West & Company, LLP as accountant.

The Debtor is the assignee and special purpose entity formed by
Sherwood Management LLC prepetition for the assignment for the
benefit of creditors ("ABC") of Homejoy, Inc., a Delaware
corporation, which ABC went effective on August 5, 2015.  Sherwood
Management is wholly-owned by Sherwood Partners, Inc. Sherwood
Management is the sole member of the Debtor.

The Debtor requires FWC to:

      a. complete the audit of Homejoy's 401(k) plan December 31,
2014 and December 31, 2015 financial statements

      b. complete the federal tax returns and 18 state tax returns


The Debtor have agreed to pay FWC the proposed compensation:

       a. for Audit of the 401(k) plan, FWC will be paid at these
hourly rates with a cap of $10,000:

      Partners                   $375-$425
      Managers                  $300-$350
      Senior Staff              $200-$250
      Regular Staff             $135-$190

       b. for federal tax returns and 18 state tax returns,
$6,000.

FWC will also be reimbursed for reasonable out-of-pocket expenses
incurred.

To the best of the Debtor's knowledge, FWC does not hold or
represent any interest materially adverse to the Debtor or the
Debtor's estate, and FWC is a "disinterested person" as that term
is defined in Section 101(14) of the Bankruptcy Code. Also, to the
best of the Debtor's knowledge, other than as set forth herein, FWC
has no prior connection with the Debtor, any creditors of the
Debtor or its estate, or any other party in interest in this case,
or their respective attorneys or accountants, the United States
Trustee or any person employed by the United States Trustee.

FWC may be reached at:

      Wendy On, CPA
      Fineman West & Company, LLP
      801 S. Figueroa Street, Suite 1000
      Los Angeles, CA 90017
      Tel: +1 213 688 2610
      Mobile: +1 323 369 1243
      E-mail: won@fwllp.com

                     About Homejoy LLC

Homejoy (assignment for the benefit of creditors) LLC sought
protection under Chapter 11 of the Bankruptcy Code in the U.S.
Bankruptcy Court for the Northern District of California (San Jose)
(Bankr. N.D. Calif., Case No. 15-53931) on December 15, 2015. The
petition was signed by Tim J. Cox, responsible individual.

The Debtor is represented by Ron Bender, Esq., and John-Patrick M.
Fritz, Esq., at Levene, Neale, Bender Yoo & Brill L.L.P. The case
is assigned to Judge Elaine E. Hammond.

The Debtor estimated both assets and liabilities in the range of $1
million to $10 million.


HORIZON GLOBAL: S&P Raises Rating on Sr. Sec. Term Loan to 'B+'
---------------------------------------------------------------
S&P Global Ratings raised its issue-level rating on Troy,
Mich.-based Horizon Global Corp.'s senior secured term loan to 'B+'
from 'B' and revised the recovery rating on the debt to '2' from
'3'. The '2' recovery rating indicates S&P's expectation for
substantial (70%-90%; lower half of the range) recovery for secured
lenders in the event of a payment default.

At the same time, S&P assigned its 'B-' issue-level rating and '5'
recovery rating to Horizon's proposed $100 million convertible
senior notes due 2022.  The '5' recovery rating indicates S&P's
expectation for modest (10%-30%; upper half of the range) recovery
for lenders in the event of a payment default.

All of S&P's other ratings on Horizon remain unchanged.

S&P raised its issue rating on the company's senior secured term
loan to reflect its improved recovery prospects following Horizon's
plan to use the net proceeds from the proposed
$75 million common stock offering and the $100 million convertible
note offering to repay approximately $147.5 million of its term
loan.

S&P treats the convertible notes as debt.  Although the transaction
will likely modestly improve the company's leverage metrics (with a
debt-to-EBITDA metric of about 4.2x in 2017), S&P expects that they
will remain in the 4.0x-5.0x range, which consistent with S&P's
financial risk profile assessment.

The stable outlook on Horizon reflects S&P's belief that the
company will continue to generate positive free operating cash flow
(FOCF) over the next 12 months.

                        RECOVERY ANALYSIS

   -- S&P raised its issue-level rating on Horizon's term loan B
      to 'B+' from 'B'.  S&P also revised its recovery rating on
      the debt to '2' from '3'.  In addition, S&P assigned its
      'B-' issue-level rating and '5' recovery rating to Horizon's

      proposed $100 million convertible senior notes due 2022.

   -- Other default assumptions include LIBOR rising to 250 basis
      points (bps) and the asset-based lending (ABL) facility is
      60% drawn at default.

Simplified recovery waterfall:

   -- Emergence EBITDA: $49 million
   -- Multiple: 5x
   -- Gross recovery value: $246 million
   -- Net recovery value for waterfall after admin. expenses (5%):

      $234 million
   -- Obligor/nonobligor valuation split: 37%/63%
   -- Estimated priority claims: $54 million
   -- Remaining recovery value: $105 million
   -- Estimated first-lien claim: $158 million
      -- Recovery range: 70%-90% (lower end of the range)
   -- Estimated senior unsecured notes claim: $4.952 billion
   -- Estimated senior secured deficiency claim: $2.373 billion
   -- Value available for unsecured claim: $39 million
   -- Total Unsecured Claims: $159 million
      -- Recovery expectations: 10%-30% (upper half of the range)

RATINGS LIST

Horizon Global Corp.
Corporate Credit Rating                B/Stable/--

New Rating

Horizon Global Corp.
$100M Convertible Sr Nts Due 2022      B-
  Recovery Rating                       5H

Rating Raised; Recovery Rating Revised
                                        To                 From
Horizon Global Corp.
Senior Secured Term Loan               B+                 B
  Recovery Rating                       2L                 3H


IASIS HEALTHCARE: Moody's Affirms B2 Corporate Family Rating
------------------------------------------------------------
Moody's Investors Service, affirmed the Corporate Family Rating of
IASIS Healthcare LLC at B2 and the Probability of Default Rating at
B2-PD. At the same time Moody's affirmed all other existing ratings
of the company, including the Ba3 senior secured and the Caa1
senior unsecured instrument ratings. Moody's also affirmed the
Speculative Grade Liquidity Rating of SGL-2, signifying Moody's
expectation for good liquidity over the next 12 months. Moody's
changed the outlook to negative from stable.

The negative outlook reflects Moody's concern with IASIS'
persistently high financial leverage which has increased over the
past year due to multiple operating headwinds. Giving benefit for a
number of unexpected costs in 2016, adjusted debt/EBITDA
approximated 8.0x for the 12 months ended September 30, 2016. While
Moody's anticipates improvement in earnings over the next 12-18
months, adjusted debt/EBITDA is likely to remain high at over 6.5x
as fundamental operating improvement will be offset by increasing
IT conversion costs. Further, there are several risks that could
jeopardize the company's turnaround, including disruption from the
conversion to a new IT system, potential changes to Texas' Medicaid
waiver program, and the expiration of the Arizona Medicaid contract
in September 2018. Any unfavorable development related to these
factors or other operating issues will raise risk around the
company's ability to refinance upcoming debt maturities. These
include a term loan maturing in May 2018 and bonds maturing in May
2019.

The affirmation of the SGL-2 is supported by the company's high
cash balance of $346 million at September 30, 2016. While Moody's
anticipates that cash will decline over the coming year owing to
negative free cash flow, it will remain sufficient to support
operations. The company's term loan (approximately $968 million
outstanding) matures in May 2018. If the company does not refinance
the term loan in the coming months, there will likely be downward
pressure on the company's SGL and other ratings.

Ratings Affirmed:

Corporate Family Rating at B2

Probability of Default Rating at B2-PD

Senior secured bank credit facility at Ba3 (LGD 2)

Senior unsecured notes at Caa1 (LGD 5)

Speculative Grade Liquidity Rating at SGL-2

Rating outlook revised to negative from stable.

RATINGS RATIONALE

IASIS' B2 Corporate Family Rating reflects Moody's expectation that
the company will continue to operate with very high financial
leverage. The B2 also reflects IASIS' weak free cash flow, which
will likely remain negative over the next 12-18 months. The ratings
are also constrained by the company's high geographic
concentration, with about 90% of its acute care hospital revenue
generated in three states (Arizona, Texas and Utah) and over 80% of
its HealthChoice managed care operation generated from Medicaid
contracts in Arizona. Despite the geographic concentration, IASIS
has a strong competitive presence in its core markets and manages a
significant number of lives in its managed care contracts. The
rating is supported by the company's high cash balance and good
liquidity over the next 12 months. However, refinancing risk is
rising as the company's term loan matures in May 2018 and its bonds
mature in May 2019.

The Ba3 rating on the senior secured term loan is two notches above
the B2 Corporate Family Rating, supported by loss absorption
provided by about $850 million of unsecured notes (rated Caa1). The
Ba3 rating is one notch lower than the rating suggested by Moody's
Loss Given Default Methodology. This is because Moody's believes
there will be volatility in the amount of IASIS' medical claims
payable, which is providing a potentially temporary lift to the
senior secured rating under the LGD Methodology.

The negative rating outlook reflects risk that the company's
turnaround will not materialize as expected and that incremental
headwinds could raise refinancing risk.

Moody's could upgrade the ratings if adjusted debt/EBITDA improves
and is expected to be sustained below 5.0 times through either debt
repayment or growth in EBITDA.

Moody's could downgrade the ratings if liquidity materially weakens
or if the company does not make progress in refinancing its term
loan over the next several months. Further if the company's
earnings remain depressed such that adjusted debt/EBITDA is
expected to remain above 6.5x, Moody's could downgrade the
ratings.

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

IASIS Healthcare LLC, a wholly owned subsidiary of IASIS Healthcare
Corporation (collectively IASIS), headquartered in Franklin,
Tennessee is an owner operator of acute care hospitals in high
growth urban and suburban markets. IASIS also owns and operates
Health Choice, a managed care operation that includes health plans,
third party management and administrative services (MSO) and
accountable care network development and management. IASIS
recognized approximately $3.3 billion in revenues in the fiscal
year ended September 30, 2016.


INFOR (US): Fitch Assigns 'BB/RR1' Rating to $2.40BB Term Loan
--------------------------------------------------------------
Fitch Ratings has assigned 'BB/RR1' ratings to Infor (US), Inc.'s
$2.400 billion term loan and EUR750 million term loan. Fitch
expects that proceeds from the credit facility will be used to
repay the existing term loans.

Fitch's rating actions affect approximately $6.6 billion of total
debt, including the $120 million revolving credit facility and $8.3
million of capital leases. The Rating Outlook is Stable.

The ratings are supported by Infor's large and diverse customer
base, recurring revenue, broad product portfolio, and diverse end
market exposure. While Infor's business characteristics are
consistent with investment grade software companies, the ratings
are constrained by Fitch's expectations for gross leverage (total
debt to operating EBITDA) to remain above 8.0x over the rating
horizon and by Infor's financial policies regarding debt-funded
acquisitions and sponsor dividends. Fitch believes Infor is
navigating the enterprise software industry's migration to the
cloud with minimal business disruption, although the required
investment to continue to keep pace should suppress operating and
free cash flow (FCF) margin expansion in the near to medium term.
Fitch believes customer expectations for more embedded analytics
and consumer-grade enterprise software will increase the
competitive intensity of the industry and pressure enterprise
software providers to invest in these capabilities to remain
competitive.

KEY RATING DRIVERS

Stable Business Model: Infor generates approximately 50% of its
revenue from maintenance, which is highly stable and more resilient
than license fees and professional services, and an additional 14%
of revenue from subscription-based software-as-a-service (SaaS)
applications. While the maintenance revenue mix should decline as
customers migrate to SaaS, Fitch expects limited impact on total
revenue and cash flow visibility due to the repeatable nature of
subscription-based SaaS revenue. In addition, Fitch expects the
recurring nature of SaaS revenue structure to enhance the value of
customers over the life of the customer versus the legacy perpetual
licensing structure.

Product and End Market Diversity: Infor offers a broad portfolio of
horizontal and vertical software and middleware products across
most major end markets. The company is meaningfully exposed to
manufacturing, but lower beta public sector and healthcare markets
help reduce performance volatility associated with more cyclical
industries. Infor's diversified base of over 90,000 customers with
none representing over 1% of total revenue further mitigates
business risk.

High Leverage: Fitch views leverage as the primary driver of the
difference in the Issuer Default Rating (IDR) between Infor and
Fitch-rated software peers with similar profitability and business
risk profiles. Fitch estimates total leverage (total debt to
operating EBITDA) of 8.9x for fiscal year (FY) 2017. Given Infor's
acquisitive nature and private ownership, Fitch assumes leverage
remains above 8.0x over the rating horizon. Fitch's expectations
for leverage sustaining below 7x could result in a positive rating
action.

Debt-funded M&A: Fitch's rating incorporates the expectation of
additional M&A, which could affect pace of deleveraging and add
execution risk from integration of technology, personnel and
operations. Acquisitions that do not adversely impact Infor's
leverage profile but increase diversity or enhance product
capabilities could benefit the rating.

Ample FCF: Fitch expects Infor to generate $200 million-$300
million of annual FCF with margins of near 10% over the rating
horizon. While strong relative to the rating category, Infor's FCF
margin is lower than higher rated software peers due to its
relatively higher interest expense, which amounts to about 11% of
total revenue (over $300 million per year), versus higher rated
software peers at about 1%-2% of total revenue.

Cloud Migration: Cloud adoption across software verticals continues
apace, with less penetrated verticals such as financial management
now seeing large scale adoptions. The associated shift in revenue
models and required operational investment are negatively impacting
margins and FCF profiles for many issuers. While this dynamic will
continue to impact Infor's margins and FCF over the near to medium
term, Fitch believes Infor's ongoing cloud investment is
appropriate, and critical for the company to maintain a strong
competitive position.

KEY ASSUMPTIONS

Fitch's key assumptions within the rating case for Infor include:

-- High-single digit revenue growth in FY17; low single digit
organic revenue growth beginning FY18 as SaaS growth of greater
than 20% more than offsets license revenue declines of about 10%
per year; maintenance revenue flat to slightly declining due to
lower license sales and SaaS conversions;
-- EBITDA margin stabilizes and remains at about 25% over the
rating horizon as the impact of a higher SaaS revenue mix hits an
inflection point;
-- $200 million-$300 million of annual FCF at high single digit
margins.

RATING SENSITIVITIES

Positive Rating Action: Positive action could result from Fitch's
expectations for leverage to sustain below 7.0x. Given Infor's
private equity ownership, Fitch does not expect this to occur until
the company begins preparing for an IPO.

Negative Rating Action: The ratings could come under pressure if
FCF margins approach 5%, potentially due to higher than expected
licensing revenue declines without an offsetting impact from SaaS,
or failure to stabilize EBITDA margins.

LIQUIDITY

Liquidity as of Oct. 31, 2016 was sufficient, based on Fitch's
expectations for annual FCF of $200 million-$300 million over the
rating horizon and $108.5 million available under a committed
revolving credit facility. Infor maintains a significant overseas
cash balance, with $241 million of its total $297.2 million of cash
and cash equivalents held outside of the U.S. Infor has no
significant maturities until 2021 when $750 million of total debt
matures.

Total funded debt as of March 31, 2017 is $6.6 billion and consists
of:

-- $120 million senior secured revolving credit facility due 2019
(undrawn);
-- *NEW* $2.400 billion senior secured term loan due 2022;
-- *NEW* EUR750 million senior secured term loan due 2022;
-- $500 million 5.750% senior secured notes due 2020;
-- $8.3 million of capital leases;
-- $1.630 billion 6.500% senior unsecured notes due 2022;
-- EUR350 million 5.750% senior unsecured notes due 2022;
-- $750 million 7.125% holdco contingent cash pay notes due 2021.

FULL LIST OF RATING ACTIONS

Fitch currently rates Infor as follows:

Infor (US), Inc.
-- Long-Term Issuer Default Rating (IDR) 'B';
-- Senior secured credit facilities 'BB/RR1';
-- Senior secured notes 'BB/RR1';
-- Senior unsecured notes 'CCC+/RR6'.

Infor Software Parent, Inc. and Infor Software Parent, LLC
(Co-borrowers)
-- Long-Term IDR 'B';
-- Holdco contingent cash pay notes 'CCC/RR6'.

The Rating Outlook is Stable.

-- Senior subordinated notes 'B-/RR6'.


INFOR INC: S&P Lowers CCR to 'B-' on Elevated Leverage
------------------------------------------------------
S&P Global Ratings said it lowered its corporate credit rating on
New York City-based Infor Inc. to 'B-' from 'B'.  The outlook is
stable.

At the same time, S&P assigned its 'B' issue-level rating and '2'
recovery rating to the company's proposed $2.4 billion term loan
and EUR750 million term loan, both due 2022.  The '2' recovery
rating indicates S&P' expectation for substantial recovery (70% to
90%, in the lower half of the range) in the event of payment
default.

In addition, S&P lowered its issue-level ratings on the company's
secured debt to 'B' from 'B+'.  The '2' recovery rating is
unchanged and reflects S&P's expectation for substantial recovery
(70% to 90%, in the lower half of the range) in the event of
payment default.  S&P lowered its rating on its unsecured debt to
'CCC+' from 'B-'.  The '5' recovery rating is unchanged and
reflects S&P's expectation for modest recovery (10% to 30%, in the
lower half of the range).  Finally, S&P lowered its rating on
Infor's holding company notes to 'CCC' from 'CCC+'.  The '6'
recovery rating is unchanged and reflects S&P's expectation for
negligible recovery (0% to 10%).

The company intends to use the proceeds of the proposed term loans
to repay its existing term loans.  S&P will withdraw its ratings on
these term loans when the transaction is complete.

"The downgrade reflects S&P Global-adjusted leverage in the mid-10x
area, up from around 8x in fiscal 2015 (ending in April), due to
elevated one-time costs related to cost reductions, the GT Nexus
acquisition, and the company's increasing sales of SaaS products,
which provide lower near-term revenue than higher-margin perpetual
license sales," said S&P Global Ratings credit analyst Christian
Frank.

S&P expects leverage to fall to the mid- to high-8x area in fiscal
2018, as the company realizes cost savings and as high one-time
costs moderate; even these levels do not justify a 'B' rating in
our view, despite good revenue growth and cash flow.  The rating
also reflects a competitive operating environment with both large
scale incumbents (e.g., Oracle, SAP) and nimble challengers, and
its overweight exposure to the cyclical retail and manufacturing
end-markets, but also its good position among mid-market customers
and recurring revenue above 60%.

The stable outlook reflects S&P's view that the company's good
operating performance and expected FOCF around $300 million per
year will allow the company to sustain its capital structure.


INTEGRATED FREIGHT: Notifies SEC of Stock Registration Termination
------------------------------------------------------------------
Integrated Freight Corporation filed a Form 15 with the Securities
and Exchange Commission notifying the termination of the
registration of its common stock, $0.001 par value per share, under
Section 12(g) of the Securities Exchange Act of 1934.

The Company said it has less than 500 shareholders holding a
material number of shares of its common stock.  The Company has 586
stockholders of record on Jan. 24, 2017, provided that 187 of those
holders of record own only two shares of the Company's common
stock, which the Company asserts is a de minimis number of shares
and the removal of those holders from the total number of record
holders leaves only 187 holders of record with three or more shares
of the Company's common stock.  Furthermore, 130 holders of record
own only three shares and 102 holders of record own only four
shares.  The Company submitted to the Commission under cover of
correspondence simultaneously with the filing of this Form 15 a
copy of a current stockholder position report in support of this
Form 15.

The Company requests that the Commission accelerate the effective
date of this Notice of Termination because the it is delinquent in
its reporting obligations and because it is unable to obtain in a
timely manner an audit of its annual financial statements and
review of its quarterly financial statements now delinquent.

                      About Integrated Freight

Integrated Freight Corporation, formerly PlanGraphics, Inc., (OTC
BB: IFCR) -- http://www.integrated-freight.com/-- is a Sarasota,
Florida-headquartered motor freight company providing long-haul,
regional and local service to its customers.  The Company
specializes in dry freight, refrigerated freight and haz-waste
truckload services, operating primarily in well-established
traffic lanes in the upper mid-West, Texas, California and the
Atlantic seaboard.  IFCR was formed for the purpose of acquiring
and consolidating operating motor freight companies.

Integrated Freight reported net income of $284,177 for the year
ended March 31, 2015, compared to a net loss of $1.43 million for
the year ended March 31, 2014.

As of March 31, 2015, Integrated Freight had $3.87 million in total
assets, $14.86 million in total liabilities and a total
stockholders' deficit of $10.99 million.

On Aug. 29, 2016, the Securities and Exchange Commission issued a
letter addressing the reporting requirements of Integrated
Freight pointing out the delinquent filing status of the Company,
and establishing a timeline for the Company to come into
compliance.


INTERFACE SECURITY: S&P Lowers CCR to 'CCC' on Upcoming Maturities
------------------------------------------------------------------
S&P Global Ratings said that it lowered its corporate credit rating
on Earth City, Mo.-based Interface Security Systems Holdings Inc.
(Interface) to 'CCC' from 'CCC+'.  The outlook is negative.

At the same time, S&P lowered its issue-level rating on the
company's $230 million senior secured notes due in 2018 to 'CCC'
from 'CCC+'.  The recovery rating remains '3', indicating that
lenders could expect meaningful (lower half of the 50%-70% range)
recovery in the event of a payment default.  S&P also lowered its
issue-level rating on Interface Master Holdings Inc.'s
$115 million senior unsecured notes due in 2018 to 'CC' from
'CCC-'.  The recovery rating remains '6', indicating that lenders
can expect negligible (0%-10%) recovery in the event of a payment
default.

The downgrade reflects Interface's significant near-term
refinancing risk driven by high leverage, weak liquidity, and a
capital structure that S&P considers unsustainable.  The company's
$50 million revolver, drawn by $44.5 million as of Sept. 30, 2016,
and its $230 million senior secured notes mature in less than one
year, on Jan. 15, 2018.  Despite the 2018 refinancing risk, private
equity support should continue during 2017, as Interface's private
equity sponsor, SunTx Capital Partners, has indicated in public
filings its intention to continue to support any cash flow
shortfalls of the company through Nov. 10, 2017.

Interface provides alarm monitoring and secured network services
primarily to commercial and multisite customers.  The company has a
limited scale, with a trailing-12-month revenue base of around $160
million as of Sept. 30, 2016, and operates in a highly fragmented
and competitive industry.  Further, Interface's customer
concentration is high.  Its top 10 customers account for more than
50% of recurring monthly revenue (RMR).  Although multisite
national customers are generally less likely to switch providers
than other commercial or residential customers due to higher
upfront costs, a loss of a multisite client may lead to a
significant spike in attrition and a deterioration in credit
metrics.

Operating performance has improved recently.  Interface
successfully rolled out two large national contracts over the last
two years, leading to a 14% increase in RMR to $11.5 million as of
Sept. 30, 2016.  Reported EBITDA grew to $12 million during the
first nine months of 2016 from a loss of $7 million in 2015.
Nevertheless, given the amount of outstanding debt and weak
liquidity, S&P believes the capital structure is unsustainable at
the company's current scale of operations.  Interface has yet to
demonstrate a track record of cash flow from operations sufficient
to support its debt.  Cash flow from operations amounted to a
negative $2.3 million for the 12 months ended Sept. 30, 2016,
compared to a negative $30.2 million for the 12 months ended
September 2015.  Negative free cash flow of $30 million for the 12
months ended Sept. 30, 2016, remains substantial.  Debt to EBITDA
as of Sept. 30, 2016, was about 27x (20x excluding the impact of
preferred equity).  S&P projects leverage will decrease to about
16x (12x excluding the impact of preferred equity) by the end of
2017.

S&P's base case assumes:

   -- U.S. GDP growth of 2.4% in 2017;
   -- Low-single-digit percentage revenue growth in 2017 as
      increased service revenue offsets lower product revenue;
   -- Reported EBITDA margins increasing to about 23% in 2017 from

      14% in 2016 as Interface reduces expenditures on
      installations and new account generation; and
   -- A reduction in capital expenditures to less than $10 million

      as Interface only replaces customers lost to attrition.

Based on these assumptions, S&P arrives at these credit measures
over the coming year:

   -- S&P Global Ratings' adjusted leverage of about 16x at year-
      end 2017; and
   -- Free cash flow to debt around zero.

S&P views Interface's liquidity as weak and incorporate these
assumptions and factors:

   -- Without additional financing, liquidity sources will likely
      be insufficient to cover uses over the next 12 months; and
   -- Interface is unlikely to absorb low-probability adversities,

      even factoring in capital-spending cuts and asset sales.

Principal liquidity sources:

   -- Cash of about $500,000 as of Sept. 30, 2016;
   -- Less than $5 million cash flow from operations in 2017; and
   -- S&P don't include the company's $50 million revolver as a
      source of liquidity since it matures in less than 12 months.

Principal liquidity uses:

   -- S&P's estimate of capital spending of about $15 million over

      the next 12 months;
   -- $44.5 million revolver drawn as of Sept. 30, 2016, and due
      Jan. 15, 2017; and
   -- $230 million notes due Jan. 15, 2017.

Covenants

Interface must maintain these financial covenants under its
revolving credit facility: minimum fixed charge coverage of 1.25x,
maximum attrition of 13%, and maximum senior leverage ratio of 5x.
These covenants do not become more restrictive over time.

Interface had greater than a 15% cushion on each of these covenants
as of Sept. 30, 2016, and S&P projects Interface will maintain that
cushion over the next year.

The negative outlook reflects S&P's expectation for a continued
weak liquidity profile coupled with significant near-term debt
maturities, and S&P's view that Interface's credit profile depends
on unanticipated significantly favorable events to avoid a debt
restructuring within the next 12 months.

S&P could lower its rating to 'CCC-' over the next 12 months if a
default, distressed exchange, or redemption appears inevitable in
the next six months, absent unanticipated and significantly
favorable changes in circumstances.  Alternatively, S&P could lower
its rating to 'CC' if the company announces its intention to
undertake an exchange offer or a similar restructuring that S&P
classifies as distressed before completing the transaction.

S&P could raise its ratings on Interface over the next 12 months if
the company refinances its debt and pushes out its debt maturities
absent a distressed exchange.

S&P's simulated default scenario assumes a payment default in 2018
on the maturity of the revolver and secured notes.

S&P believes that Interface would be reorganized in a default
scenario rather than liquidated, given the company's high degree of
recurring revenue.  S&P values the company using a 5.5x distressed
multiple on about $35 million of EBITDA at emergence from
bankruptcy.

   -- Simulated year of default: 2018
   -- EBITDA at emergence: $35 million
   -- Implied enterprise value multiple: 5.5x
   -- Net enterprise value (after 5% administrative costs): about
      $160 million
   -- Valuation split (obligors/nonobligors): 100%/0%
   -- Priority claims: about $48 million (first out revolver)
   -- Collateral value available to secured creditors: about
      $115 million
   -- Secured first-lien debt: about $240 million
      -- Recovery expectations: 30%-50% (higher end of the range)
   -- Subordinated debt: about $190 million
     -- Recovery expectations: 0%-10%

All debt amounts at default include six months' accrued prepetition
interest.  Collateral value equals asset pledge from obligors less
priority claims plus equity pledge from nonobligors after
nonobligor debt.


INTERNATIONAL SHIPHOLDING: Taps Thompson Hine as Special Counsel
----------------------------------------------------------------
International Shipholding Corporation seeks approval from U.S.
Bankruptcy Court for the Southern District of New York to employ
Thompson Hine LLP as special counsel to the Debtors, nunc pro tunc
to January 1, 2017.

Thompson Hine will advise and assist the Debtors with respect to
the claims administration process related to various
maritime-related issues, including maritime personal injury
matters, maintenance and cure matters, vessel incident/collision
matters, maritime cargo matters, maritime regulatory matters,
customs matters and maritime-related government contract matters;
and advise the Debtors with respect to other maritime related
matters as necessary and requested by the Debtors.

The current hourly rates for the Thompson Hine attorneys are:

                                              2017       2017
                                              Standard   Client
   Name (Title, Practice Group)               Rate       Rate
   ----------------------------               --------   ------
   Harold Henderson
      (Parter, Admiralty & Maritime)              $575     $340
   Pamela Zarlingo
      (Counsel, Admiralty & Maritime)             $395     $325
   Richard C. Binzley
      (Senior Counsel,
      Admiralty and Maritime)                     $705     $340
   Ruthe Nepf
      (Counsel, Admiralty and Maritime)           $485     $395
   Susan Dirks
      (Counsel, Admiralty and Maritime)           $350     $290

Jeremy Campana, partner of Thompson Hine LLP, attests that neither
he nor any partner, director or officer of, or professional
employed by the firm, holds, or represents any interest adverse to
the Debtors or their estates with respect to the matters upon which
this Firm is to be employed.

The Firm can be reached through:

     Jeremy Campana, Esq.
     THOMPSON HINE LLP
     3900 Key Center
     127 Public Square
     Cleveland, OH 44114-1291
     Tel: 216.566.5936
     Fax: 216.566.5800
     Email: Jeremy.Campana@ThompsonHine.com

                          About International Shipholding

International Shipholding Corp. filed a Chapter 11 petition (Bankr.
S.D.N.Y. Case No. 16-12220) on July 31, 2016. Its affiliated
Debtors also filed separate Chapter 11 petitions. The petitions
were signed by Manuel G. Estrada, vice president and chief
financial officer.

International Shipholding Corp. was engaged in waterborne cargo
transportation and maintained a diversified customer base with
emphasis on medium and long term contracts. ISH was founded in 1947
when the Johnsen family purchased a Liberty Ship after the
establishment of the War Ship Act of 1946 and became a public
company in 1979. Through its Debtor and non-Debtor subsidiaries,
International Shipholding now operates a diversified fleet of 21
U.S. and foreign flag vessels that provide domestic and
international maritime transportation services to commercial and
governmental customers primarily under medium to long-term
contracts. As of the Petition Date, International Shipholding
maintained offices in Mobile, Alabama, New Orleans, Louisiana, New
York, New York, and Tampa, Florida, as well as a network of
agencies in major cities worldwide.

ISH, which was formed as a Delaware corporation in 1978 and became
a public company in 1979, is the ultimate corporate parent of the
International Shipholding family of companies. International
Shipholding's fleet is operated by ISH's principal Debtor and
non-Debtor subsidiaries, including Central Gulf Lines, Inc.,
Waterman Steamship Corporation, Enterprise Ship Company, Inc., U.S.
United Ocean Services, LLC, CG Railway, Inc., LCI Shipholdings,
Inc., Sulphur Carriers, Inc., and East Gulf Shipholding, Inc.
Certain other of ISH's Debtor subsidiaries, including LMS
Shipmanagement, Inc. and N. W. Johnsen & Co., Inc., provide ship
management, ship charter brokerage, agency and other specialized
services. C.G. Railway Inc., Cape Holding LTD, Dry Bulk Cape
Holding, Inc., East Gulf Shipholding, Inc., MPV Netherlands C.V.,
MPV Netherlands Cooperatief U.A., MPV Netherlands B.V., Bulk
Shipholding Inc., and Terminales Transgolfo S.A. de C.V. are not
debtors in these Chapter 11 cases.

The Debtors are represented by David H. Botter, Esq., Sarah Link
Schultz, Esq., and Travis A. McRoberts, Esq., at Akin Gump Strauss
Hauer & Feld LLP. The Debtors' Restructuring Advisor is Blackhill
Partners, LLC. Their Claims, Noticing & Balloting Agent is Prime
Clerk LLC.

The Debtors disclosed total assets at $305.1 million and total
debts at $226.8 million as of March 31, 2016.

William K. Harrington, the U.S. Trustee for the Southern District
of New York, on Sept. 1, 2016, appointed three creditors to serve
on the official committee of unsecured creditors of International
Shipholding Corporation. The committee hires Pachulski Stang Ziehl
& Jones LLP as counsel, and AMA Capital Partners, LLC as financial
advisor.

On Dec. 28, 2016, the Debtors filed their first amended joint
Chapter 11 plan of reorganization. Class 7 general unsecured
creditors are expected to recover 7% of their claims, according to
the filing.


INTERPACE DIAGNOSTICS: Expects to Close Stock Offering
------------------------------------------------------
As previously disclosed in a Current Report on Form 8-K filed on
Jan. 20, 2017, Interpace Diagnostics Group, Inc. announced a
registered direct public offering of 855,000 shares of the
Company's common stock, par value $0.01 per share, and a concurrent
private placement of warrants to purchase 855,000 shares of Common
Stock.  

Pepper Hamilton LLP, the Company's counsel in connection with the
preparation of the prospectus supplement, opined that the Shares
have been duly authorized and, when issued and delivered by the
Company in accordance with the terms of the Securities Purchase
Agreement and upon receipt by the Company of the consideration
therefor provided therein, will be validly issued, fully paid and
non-assessable.

The closing of the Registered Direct Offering and the Private
Placement is expected to take place on Jan. 25, 2017, subject to
customary closing conditions.

                   About Interpace Diagnostics

Headquartered in Parsippany, New Jersey, Interpace Diagnostics
Group, Inc., is focused on developing and commercializing molecular
diagnostic tests principally focused on early detection of high
potential progressors to cancer and leveraging the latest
technology and personalized medicine for patient diagnosis and
management.  The Company currently has four commercialized
molecular tests: PancraGen, a pancreatic cyst molecular test that
can aid in pancreatic cyst diagnosis and pancreatic cancer risk
assessment utilizing the Company's proprietary PathFinder platform;
ThyGenX, which assesses thyroid nodules for risk of malignancy,
ThyraMIR, which assesses thyroid nodules risk of malignancy
utilizing a proprietary gene expression assay.

Interpace reported a net loss of $11.35 million in 2015 following a
net loss of $16.07 million in 2014.

As of Sept. 30, 2016, the Company had $45.96 million in total
assets, $47.44 million in total liabilities and a total
stockholders' deficit of $1.47 million.

BDO USA, LLP, in Woodbridge, New Jersey, issued a "going concern"
qualification on the consolidated financial statements for the year
ended Dec. 31, 2015, citing that the Company has suffered recurring
losses from continuing operations that raise substantial doubt
about its ability to continue as a going concern.


IOWA HEALTHCARE: Creditors' Panel Taps Pepper Hamilton as Counsel
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors of Central Iowa
Healthcare seeks authorization from the Hon. Anita L. Shodeen of
the U.S. Bankruptcy Court for the Southern District of Iowa to
retain Pepper Hamilton LLP as counsel to the Committee, nunc pro
tunc to January 6, 2017.

The Committee requires Pepper Hamilton to:

   (a) advise the Committee with respect to its rights, duties and

       powers in these Chapter 11 Cases;

   (b) assist and advise the Committee in its consultations with
       the Debtor relating to the administration of these Chapter
       11 Cases;

   (c) assist the Committee in analyzing the claims of the
       Debtor's creditors and the Debtor's capital structure and
       in negotiating with the holders of claims and, if
       appropriate, equity interests;

   (d) assist the Committee's investigation of the acts, conduct,
       assets, liabilities and financial condition of the Debtor
       and other parties involved with the Debtor, and of the
       operation of the Debtor's businesses;

   (e) assist the Committee in analyzing intercompany transactions

       and issues relating to the Debtor's non-debtor affiliates;

   (f) assist the Committee in its analysis of, and negotiations
       with the Debtor or any other third party concerning matters

       related to, among other things, the assumption or rejection

       of certain leases of non-residential real property and
       executory contracts, asset dispositions, financing of other

       transactions and the terms of a plan of reorganization for
       the Debtor;

   (g) assist and advise the Committee as to its communications,
       if any, to the general creditor body regarding significant
       matters in these Chapter 11 Cases; represent the Committee
       at all hearings and other proceedings;

   (h) review, analyze, and advise the Committee with respect to
       all applications, orders, statements of operations and
       schedules filed with the Court;
  
   (i) assist the Committee in preparing pleadings and
       applications as may be necessary in furtherance of the
       Committee's interests and objectives; and

   (j) perform such other services as may be required and are
       deemed to be in the interests of the Committee in
       accordance with the Committee's powers and duties as set
       for the in the Bankruptcy Code.

Pepper Hamilton will be paid at these hourly rates:

       Francis J. Lawall, Partner       $785
       Deborah Kovsky-Apap, Partner     $600
       John H. Schanne II, Associate    $475
       Susan Henry, Senior Paralegal    $275
       Partners/Of Counsel              $480-$1,025
       Associates                       $295-$510
       Paraprofessionals                $145-$340

Pepper Hamilton will also be reimbursed for reasonable
out-of-pocket expenses incurred.

Francis J. Lawall, partner of Pepper Hamilton, assured the Court
that the firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code and does not represent any
interest adverse to the Debtor and its estate.

Pepper Hamilton can be reached at:

       Francis J. Lawall, Esq.
       PEPPER HAMILTON LLP
       3000 Two Logan Square
       18th and Arch Streets
       Philadelphia, PA 19103
       Tel: (215) 981-4481
       Fax: (215) 981-4750
       E-mail: lawallf@pepperlaw.com

                   About Central Iowa Healthcare

Central Iowa Healthcare, formerly doing business as Marshalltown
Medical Surgical Center, is a not-for-profit corporation formed
under the laws of the State of Iowa, and is tax exempt pursuant to
section 501(c)(3) of the Internal Revenue Code.  It is governed by
a 14-member Board of Trustees of which two members serve on an
ex-officio basis.  

CIH operates a community hospital in Marshalltown, Iowa, which is
located between Des Moines and Cedar Rapids.  Its 49-bed, acute
care facility is the only full-service medical center in the area.

CIH is the sixth largest employer in Marshalltown.  According to
U.S. Census 2015 data, Marshalltown's population is estimated at
27,620 and a median income of $50,396.

Declining revenues over the past several years have placed a
considerable financial strain on CIH and led to uncertainty about
the hospital's ability to continue as a going concern.

CIH sought Chapter 11 protection (Bankr. S.D. Iowa Case No.
16-02438) on Dec. 20, 2016.  The petition was signed by Dawnett
Willis, acting CEO.  The Debtor disclosed $81.91 million total
assets and $20.02 million total liabilities.

The case is assigned to Judge Anita L. Shodeen.  The Debtor hired
Bradshaw,Fowler, Proctor & Fairgrave, P.C. as its legal counsel,
and Alvarez & Marsal Healthcare Industry Group, LLC as its
financial advisor.

The U.S. Trustee for the Southern appointed Susan N. Goodman as the
patient care ombudsman for CIH.

On December 28, 2016, the U.S. Trustee appointed an official
committee of unsecured creditors.


J & J CHEMICAL: Taps Robinson & Tribe as Counsel
------------------------------------------------
J & J Chemical, Inc seeks authorization from the U.S. Bankruptcy
Court for the District of Idaho to employ the law firm of Robinson
& Tribe, more specifically the firm's Brent T. Robinson, for the
purpose of assisting the Debtor as needed and representing the
Debtor in possession in all proceedings related to its Chapter 11
case.

The normal hourly rate charged by Brent T. Robinson is $200.00 per
hour, and it is contemplated that the firm of Robinson & Tribe will
seek compensation based upon that hourly rate and may seek interim
compensation during the case as permitted by 11 U.S.C. Section
331.

Brent T. Robinson declares that he has not represented any of the
creditors or other parties in interest and the law firm of Robinson
& Tribe does not represent or hold any interest adverse to the
Debtor in possession or to the estate with respect to the
particular matter for which it is to be employed, and representing
the Debtor in possession is merely a continuation of the
responsibilities already assumed by said attorneys.

The Firm can be reached through:

     Brent T. Robinson
     ROBINSON & TRIBE
     615 H Street
     PO Box 396
     Rupert, ID 83350
     Website: www.idlawfirm.glfsite.com
     Phone: 208-436-4717
     Fax: 208-436-6804

                               About J & J Chemical

J & J Chemical Inc of Blackfoot, ID, is a commercial laundry repair
and maintenance company.  J & J Chemical filed for Chapter 11
protection (Bankr. D. Ida. Case No. 17-40037-JDP ) on January 19,
2017. The case is assigned to Jedge Jim D. Pappas. The Debtor is
represented by Brent T. Robinson of Robinson & Tribe.  As of the
filing date, the Debtor estimated $100,001 to $500,000 both in
assets and liabilities.


JARRET CORN: Barrett, et al., Try to Block Disclosures Approval
---------------------------------------------------------------
Barrett & Crofoot Feedyards, L.L.P., E.C. Farms, LP, ED Barrett
Farms Management, LLC, B&W Cattle, Tommy winters, B&S Cattle, and
JBL Cattle Company, LLC, filed with the U.S. Bankruptcy Court for
the Northern District of Texas an objection to the disclosure
statement accompanying Jarret Corn Cattle Co., Inc. and its owners'
joint plan of reorganization.

The Barrett Parties complain that the Joint Disclosure Statement
fails to include additional facts and assertions that need to be
included in order to satisfy the requirement that it contains
"adequate information," and it specifically fails to address "the
condition of Debtors' books and records."  The Barrett Parties add
that the Joint Disclosure Statement needs to include further
information as regards the claim of the Barrett Parties.

The Barrett Parties and Jarret Corn Cattle Company, Inc., were in
partnership on various lots of cattle that eventually were sold at
a loss.  They were to share expenses and then the profits, or as it
turned out, the losses.  On the other hand, JCCC contends that any
monies owed the Barrett Parties were the result of unsecured loans
made by one or more of the Barrett Parties and not the result of
losses incurred by the partnership.

The claim of the Barrett Parties could not be quantified until the
cattle in which they and JCCC had a joint interest and in which
they were partners were finally finished and sold.  That claim was
finally quantifiable on Jan. 10, 2017.  After the cows were sold at
what turned out to be a net loss, JCCC's partnership share of that
loss and for which it needs to account for and pay the Barrett
Parties amounts to $958,789.17.

The Barrett Parties contend that their claim could not be
quantified until the cattle in which they and JCCC owned in
partnership were finally finished and sold.  The claim was finally
quantifiable on Jan. 10, 2017.  After the cows were sold at what
turned out to be a net loss, the Barrett Parties contend that JCCC
owes them $958,789.17.

The Barrett Parties contend that the Joint Disclosure Statement
fails to account for JCCC's lack of detailed records related to the
number of cattle lost starting during the winter of 2014-2015 and
its inability to know starting/closing cattle numbers.

JCCC disagrees with all or at least some of the allegations and
conclusions.

The Barrett Parties are represented by:

     R. Byrn Bass, Jr., Esq.
     R. BYRN BASS, JR.
     Attorney-at-Law
     Compass Bank Building
     4716 4th Street, Suite 100
     Lubbock, Texas 79416
     Tel: (806) 785-1250
     Fax: (806) 771-1260
     E-mail: bbass@bbasslaw.com

          -- and --

     Jim Hund, Esq.
     HUND, KRIER, WILKERSON & WRIGHT, P.C.
     P.O. Box 54390
     Tel: (806) 783-8700
     Fax: (806) 783-8710
     E-mail: jhund@hkwwlaw.com

A copy of the Objection is available at:

           http://bankrupt.com/misc/txnb16-50181-69.pdf

As reported by the Troubled Company Reporter on Jan. 11, 2017, the
Debtors filed a disclosure statement explaining the Chapter 11 plan
of reorganization, which proposes that each holder of general
unsecured claims against Jarret Corn Cattle Co., classified in
Class A4, receive its pro rata share of funds recovered by Jarret
Corn Cattle Co. on account of any claim or cause of action brought
by the company.  

                 About Jarret Corn Cattle Company

Jarret Corn Cattle Co., Inc., is a New Mexico corporation
registered to do business in Texas.  Established in 2006, Jarret
Corn Cattle Co. owns and operates a grow yard on approximately
1,054 acres of real property in and around Yoakum County, Texas.

Jarret Corn Cattle Co. and its owners filed Chapter 11 petitions
(Bankr. N.D. Tex. Lead Case No. 16-50181) on Aug. 25, 2016.  The
petition was signed by Jarret Corn, president.  

The Debtors are represented by David R. Langston, Esq., at Mullin,
Hoard & Brown, L.L.P.  The cases are assigned to Judge Robert L.
Jones.  

At the time of the filing, Jarret Corn Cattle Co. disclosed total
assets at $5.44 million and total liabilities at $7.86 million.


JARRET CORN: TD Auto Finance to Recover 100% Under Plan
-------------------------------------------------------
Jarret Corn Cattle Co., Inc. and its owners filed with the U.S.
Bankruptcy Court for the Northern District of Texas a first amended
joint disclosure statement to accompany the Debtors' joint plan of
reorganization.

Class B5 Secured Claim of TD Auto Finance, LLC -- estimated at
$73,531.36 -- is unimpaired under the Plan.  The holders will
recover 100%.

Class B5 consists of the allowed secured claim of TD Auto Finance
secured by the Corns' 2015 GMC Yukon XL.  Specifically, Class B5
encompasses the allowed claim of TD Auto Finance related to Proof
of Claim No. 2 in the Corns Claims Register.  The Corns will
reaffirm the debt with TD Auto Finance.  The Corns will continue
making the scheduled payments called for on the GMC Note.

TD Auto will retain its liens in, to, or against the Corns' 2015
GMC Yukon XL, and any liens will continue to apply and attach to
the Corns' 2015 GMC Yukon XL with the same validity, extent, and
priority as otherwise exists pending payment of the GMC Note.

As part of the Plan, JC Cattle Co. will liquidate its cattle
holdings in the Remaining Jointly Owned Cattle and, if determined
by the Court in the Adversary Proceeding to be property of the
estate, will be used to make the payments set forth in the Plan to
Classes A1, A2.2, A3, A4, and A5.  JC Cattle Co. will execute a
lease agreement with Corn Cattle, LLC, for the use of JC Cattle
Co.'s grow yard, improvements, and equipment.  The lease agreement
will provide that Corn Cattle, LLC, will make monthly lease
payments to JC Cattle Co. in an amount sufficient to cover payments
on the New Land and Equipment Note, on the annual real property
taxes owed by JC Cattle Co. to the Yoakum County Tax Office, and on
all necessary insurance covering the grow yard, improvements, and
equipment.  The initial term of the lease will be for five years,
with the option to renew for another five years or to purchase the
grow yard, improvements, and equipment.

JC Cattle Co. will use the income it receives on the lease
agreement with Corn Cattle, LLC, to make payments under the Plan on
the Class A3(c) Claim of Lone Star, its annual payments on real
property taxes to the Yoakum County Tax Office, and its payments on
insurance necessary to insure the grow yard, improvements, and
equipment.

Jarret Corn is the sole member and manager of Corn Cattle, LLC.
Corn Cattle, LLC, will operate a custom cattle feeding operation
through the lease of JC Cattle Co.'s grow yard, improvements, and
equipment in Yoakum County, Texas.  Jarret Corn's duties with Corn
Cattle, LLC, include but are not limited to caring, feeding, and
operating Corn Cattle, LLC's custom cattle feeding operation.
Jarret Corn will receive as compensation for his services to Corn
Cattle, LLC, a salary of $8,000 per month.  Autumn Corn provides
general payables and receivables services to Corn Cattle, LLC.
Autumn Corn will receive as compensation for her services to Corn
Cattle, LLC, a salary of $2,000 per month.

The Corns will dedicate, after payment of their monthly household,
living expenses, their remaining net disposable income to making
payments under the Plan.

The First Amended Disclosure Statement is available at:

           http://bankrupt.com/misc/txnb16-50181-70.pdf

As reported by the Troubled Company Reporter on Jan. 11, 2017, the
Debtors filed adisclosure statement explaining the Chapter 11 plan
of reorganization, which proposed that each holder of general
unsecured claims against Jarret Corn Cattle Co., classified in
Class A4, would receive its pro rata share of funds recovered by
Jarret Corn Cattle Co. on account of any claim or cause of action
brought by the company.  

                About Jarret Corn Cattle Company

Jarret Corn Cattle Co., Inc., is a New Mexico corporation
registered to do business in Texas.  Established in 2006, Jarret
Corn Cattle Co. owns and operates a grow yard on approximately
1,054 acres of real property in and around Yoakum County, Texas.

Jarret Corn Cattle Co. and its owners filed Chapter 11 petitions
(Bankr. N.D. Tex. Lead Case No. 16-50181) on Aug. 25, 2016.  The
petition was signed by Jarret Corn, president.  

The Debtors are represented by David R. Langston, Esq., at Mullin,
Hoard & Brown, L.L.P.  The cases are assigned to Judge Robert L.
Jones.  

At the time of the filing, Jarret Corn Cattle Co. disclosed total
assets at $5.44 million and total liabilities at $7.86 million.


JEFFREY L. MILLER: Hire Cohen CPA as Accountant
-----------------------------------------------
Jeffrey L. Miller Investments, Inc., seeks authorization from U.S.
Bankruptcy Court for the Middle District of Florida, Tampa
Division, to employ Robert F. Cohen, CPA, PA, to perform accounting
services required by this Court and the Debtor's day-to-day
business.

The professional services the Accountant shall render are:

     a. Prepare and file required tax returns and conduct tax
research;

     b. Analyze the Debtor's prior ad valorem tax payments;

     c. Perform normal accounting services as required by the
Debtor; and

     d. Prepare court ordered reports including the United States
Trustee Reports (i.e., Monthly Operating Reports) and assist in
preparation of the Debtor's disclosure statement.

Compensation will be based on hourly rate of $150.00 for services
rendered Robert F. Cohen and $100.00 per hour for services rendered
by his accounting staff; plus out of pocket costs such as computer
charges, copies and postage.

The Accountant neither represents nor holds any interest adverse to
the Debtor as Debtor-in-Possession, to its Estate, or to the
Debtor's creditors in the matters upon which it is to be engaged.

The Accountant can be reached through:

     Robert F. Cohen, CPA, PA
     LAW FIRM OF ROBERT F. COHEN
     2918 Busch Lake Boulevard
     Tampa, FL 33614
     Telephone (813) 932-7415

                    About Jeffrey L. Miller Investments

Jeffrey L. Miller Investments, Inc., based in Tampa, FL, filed a
Chapter 11 petition (Bankr. M.D. Fla. Case No. 16-10036) on Nov.
23, 2016. The petition was signed by Jeffrey L. Miller, president.
The Debtor is represented by Buddy D. Ford, Esq., at Buddy D. Ford,
P.A. The Debtor disclosed $6.54 million in assets and $4.18 million
in liabilities at the time of the filing.


JO-JO HOLDINGS: Committee Taps Cooley LLP as Lead Counsel
---------------------------------------------------------
The Official Committee of Unsecured Creditors of Jo-Jo Holdings,
Inc., et al. seeks authorization from the United States Bankruptcy
Court for the Northern District of Texas to retain Cooley LLP as
lead counsel Nunc Pro Tunc to January 5, 2017.

The professional services Cooley will render are:

     (a) Attend the meetings of the Committee;

     (b) Review financial information furnished by the Debtors to
the Committee;

     (c) Negotiate the budget, the use of cash collateral, and
debtor-in-possession financing;

     (d) Review and investigate the liens of purported secured
parties;

     (e) Confer with the Debtors' management and counsel;

     (f) Coordinate efforts to sell assets of the Debtors in a
manner that maximizes the value for the estate's and the
Committee's constituency;

     (g) Review the Debtors' schedules and statement of financial
affairs;

     (h) Advise the Committee as to the ramifications regarding all
of the Debtors' activities and motions before this Court;

     (i) File appropriate pleadings on behalf of the Committee;

     (j) Provide the Committee with legal advice in relation to the
cases;

     (k) Prepare various applications and memoranda of law
submitted to the Court for consideration and handle all other
matters relating to the representation of the Committee that may
arise;
   
     (l) Assist the Committee in negotiations with the Debtors and
other parties in interest on an exit strategy for these cases; and


     (m) Perform such other legal services for the Committee as may
be necessary or proper in these proceedings.

Cooley's customary hourly rates are:

     Jay R. Indyke    Partner   $1,115
     Max Schlan       Associate   $630
     Evan Lazerowitz  Associate   $425
     Mollie Canby     Paralegal   $225

Jay R. Indyke, attorney at law and a member of the firm of Cooley
LLP, attests that no attorney at Cooley has any other interest,
direct or indirect, that may be affected by the proposed
representation.

The Firm can be reached through:

     Jay R. Indyke, Esq.
     Max D. Schlan, Esq.
     Evan M. Lazerowitz, Esq.
     COOLEY LLP
     1114 Avenue of the Americas
     New York, NY 10036
     Phone: 212-479-6000
     Fax: 212-479-6275
     Email: jindyke@cooley.com
            mschlan@cooley.com
            elazerowitz@cooley.com

                        About Jo-Jo Holdings

Jo-Jo Holdings, Inc., and its affiliates filed Chapter 11
petitions
(Bankr. N.D. Tex. Lead Case No. 16-44337) on November 9, 2016. The
Debtors are represented by Katherine T. Hopkins, Esq., Michael A.
McConnell, Esq., Nancy Ribaudo, Esq., and Clay M. Taylor, Esq., at
Kelly Hart & Hallman LLP.

In their petitions, the Debtors estimated assets and liabilities:

Jo-Jo Holdings, Inc. listed under $50,000 in assets and $1 million
to $10 million in liabilities.  Backwoods Retail, Inc. listed $1
million to $10 million in assets, and $10 million to $50 million in
liabilities.  Backwoods Adventures, Inc. listed under $50,000 in
assets and under $1 million in liabilities.

The petitions were signed by Jennifer Mull Neuhaus, president.


JOAN KATHRYN LIVDAHL: Creditor Seeks Approval of Ch. 11 Trustee
---------------------------------------------------------------
Creditor Leonard N. Roberts asks the U.S. Bankruptcy Court for the
District of Arizona to enter an order directing the appointment of
Sean P. O'Brien as the Chapter 11 Trustee for Joan Kathryn
Livdahl.

Mr. Roberts asserts that a trustee should be appointed to take
possession of and operate the Debtor's business for the reasons
that:

     (a) the Debtor has stumbled every step of the way in her own
bankruptcy case;

     (b) despite Mr. Roberts' request more than a month ago, the
Debtor failed to provide him with a copy of her Federal income tax
return required under applicable law for the most recent tax year
ending immediately before the commencement of the case and for
which a Federal income tax return was filed;

     (c) the Debtor failed to file the first Periodic Report
Regarding Value, Operations and Profitability of Entities in which
the Estate Holds a Substantial or Controlling Interest, which was
due to be filed by December 6, 2016;

     (d) the Debtor failed to file the November 2016 monthly
operating report, which was due to be filed by December 15, 2016;

     (e) the Debtor failed to file the December 2016 monthly
operating report, which was due to be filed by January 15, 2017;

     (f) the Debtor failed to disclose or account for the $20,000
she borrowed from American Express on 11/04/2016 and transferred to
Drake Law Firm PLC; and,

     (g) the Debtor failed to disclose the $125,000 loan she gave
Chad Livdahl or any loan payments she received or receives.

Mr. Roberts estimates that the cost to the estate of the trustee's
service will be outweighed by the benefits of the trustee's
efficient oversight of the Debtor's operations and all other
matters pertaining to the administration of the chapter 11 case.
Therefore, Mr. Roberts asks the court to issue an order appointing
Sean P. O'Brien as the Chapter 11 Trustee of the Debtor.

Mr. Roberts is represented by:

     Andrew M. Ellis, Esq.
     ANDREW M. ELLIS LAW, PLLC
     PO Box 16272
     Phoenix, AZ 85011-6272
     Tel.: (602) 524-8911
     Email: Andrew.Ellis@azbar.org

Joan Kathryn Livdahl field a Chapter 11 petition (Bankr. D. Ariz.
Case No. 16-12768) on November 7, 2016 and is represented by
Richard A. Drake, Esq. -- rdrake@bdlawyers.com -- at Drake Law Firm
PLC.


KAISER GYPSUM: PI Panel Hires Anderson Kill as Special Counsel
--------------------------------------------------------------
The Official Committee of Asbestos Personal Injury Claimants of
Kaiser Gypsum Company, Inc., et al., seeks authorization from the
U.S. Bankruptcy Court for the Western District of North Carolina to
retain Anderson Kill PC as special insurance counsel for the
Committee.

The Committee requires Anderson Kill to:

      a. analyze the insurance coverage potentially available to
the Debtors;

      b. advise the Committee regarding matters of the Debtors'
insurance coverage available for payment of asbestos-related
claims, including gaps in coverage, solvency of insurance
companies, overlapping coverage provided by multiple insurance
companies and availability of excess insurance coverage;

      c. attend meetings and negotiate with representatives of the
Debtors, their non-bankrupt affiliates, their insurance companies,
and other parties-in- interest in these Chapter 11 cases related to
the preservation of insurance coverage;

      d. review, analyze, and advise the Committee on potential
settlements between the Debtors and the Debtors' insurance
companies; and

     e. assist the Committee with any insurance-related matters
arising in connection with the formulation of a plan of
reorganization and channel injunction and funding any trust for the
payment of asbestos claims established under a plan.

Anderson Kill professionals who will work on the Debtors' cases and
their hourly rates are:

    Robert M. Horkovich, Managing Partner             $995
    Mark Garbowski, Shareholder                       $735
    Mark Silverschotz, Of Counsel                     $735
    Glenn Fields, Insurance Policy Analyst            $405
    Izak Feldgreber, Insurance Policy Analyst         $355
    Harris Gershman, Insurance Policy Analyst         $330

This listing is not exclusive and other professionals at Anderson
Kill may perform services for the Committee. Anderson Kill's
present standard hourly rates are:

     Shareholders                                $550–$995
     Associates                                  $235–$535
     Paralegals                                  $155–$330

Anderson Kill will also be reimbursed for reasonable out-of-pocket
expenses incurred.

Robert M. Horkovich, managing shareholder of the law firm of
Anderson Kill PC, assured the Court that the firm has no interest
in or connection with any creditor or other party in interest in
the Debtors' pending Chapter 11 proceedings nor does Anderson Kill
hold any interest adverse to the interests of the Committee or the
Debtors' asbestos creditors.

Anderson Kill can be reached at:

      Robert M. Horkovich, Esq
      Anderson Kill PC
      1251 Avenue of the Americas
      New York, NY 10020
      Tel: +1 212 278 1322
      Fax: +1 212 278 1733
      Email: rhorkovich@andersonkill.com

                   About Kaiser Gypsum

Kaiser Gypsum Company, Inc., and affiliate Hanson Permanente
Cement, Inc. sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. W.D.N.C. Case Nos. 16-31602 and 16-10414) on Sept.
30,2016. The petitions were signed by Charles E. McChesney, II,
vice-president and secretary.

The companies are represented by Rayburn Cooper & Durham P.A. and
Jones Day.  Cook Law Firm, P.C. and K&L Gates LLP serve as special
insurance counsel; NERA Economic Consulting as consultant; Miller
Nash Graham & Dunn LLP as special environmental and insurance
counsel; and PricewaterhouseCoopers LLP as financial advisors.

At the time of the filing, Kaiser and Hanson estimated their assets
and liabilities at $100 million to $500 million. Kaiser's principal
business consisted of manufacturing and marketing gypsum plaster,
gypsum lath and gypsum wallboard. The company has no current
business operations other than managing its legacy asbestos-related
and environmental liabilities. The company has no material tangible
assets.

HPCI's primary business was the manufacture and sale of Portland
cement products. It is a wholly-owned, indirect subsidiary of
non-debtor Lehigh Hanson, Inc.

HPCI is the direct parent of Kaiser Gypsum as well as non-debtor
Hanson Micronesia Cement, Inc. and non-debtor Hanson Permanente
Cement of Guam, Inc., the operating subsidiaries. Non-debtor
Permanente Cement Company, which has no assets or operations, is
also a wholly-owned subsidiary of HPCI.

The Office of the U.S. Trustee appointed three creditors to serve
on the official committee of unsecured creditors in the Chapter 11
case of Kaiser Gypsum Company, Inc. The Committee hires Blank Rome
LLP as counsel, and Moon Wright & Houston, PLLC.

An Official Committee of Asbestos Personal Injury Claimants
retained Caplin & Drysdale, Chartered, as its counsel.

Lawrence Fitzpatrick, the Future Claimants' Representative, tapped
Ankura Consulting Group, LLC as his claims evaluation consultant;
Young Conaway Stargatt & Taylor, LLP as attorney; and Hull &
Chandler, P.A. as local counsel.


KAISER GYPSUM: PI Panel Hires Legal Analysis Systems as Consultant
------------------------------------------------------------------
The Official Committee of Asbestos Personal Injury Claimants of
Kaiser Gypsum Company, Inc., et al., seeks authorization from the
U.S. Bankruptcy Court for the Western District of North Carolina to
retain Legal Analysis Systems as consultant on the valuation of
asbestos liabilities for the Committee.

The Committee requires LAS to:

      a. review and analyze the Debtors' asbestos claims database
and review and analyze the Debtors' resolution of various asbestos
claims;

      b. estimate the Debtors' liability for asbestos claims that
are pending at the present time as well as those that will be filed
in the future;

      c. analyze quantitatively trust distribution procedures
including estimation of payments that would be made to various
types of claims under those alternatives and develop of cash flow
analysis of an asbestos compensation trust under alternative
procedures;

      d. evaluate reports and opinions of experts and consultants
retained by other parties to these bankruptcy proceedings;

      e. analyze quantitatively other matters related to asbestos
claims as may be requested by the Committee;

      f. testify on matters of LAS's expertise, if requested by the
Committee; and

      g. other services as the Committee may request.

LAS professionals who will work on the Debtors' cases and their
hourly rates are:

  Mark A. Peterson, Ph.D., Attorney/Social Psychologist    $800
  Dan Relles, Ph.D., Statistician                          $540
  Pat Ebener, Survey Research Specialist                   $335

LAS will also be reimbursed for reasonable out-of-pocket expenses
incurred.

Mark A. Peterson, Ph.D., principal of Legal Analysis Systems,
assured the Court that the firm has no interest in or connection
with any creditor or other party in interest in the Debtors'
pending Chapter 11 proceedings nor does LAS hold any interest
adverse to the interests of the Committee or the Debtors' asbestos
creditors.

LAS can be reached at:

      Mark A. Peterson, Ph.D.
      Legal Analysis Systems
      970 Calle Arroyo
      Thousand Oaks, CA 91360
      Tel: (805)499-3572

                 About Kaiser Gypsum

Kaiser Gypsum Company, Inc., and affiliate Hanson Permanente
Cement, Inc. sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. W.D.N.C. Case Nos. 16-31602 and 16-10414) on Sept.
30,2016. The petitions were signed by Charles E. McChesney, II,
vice-president and secretary.

The companies are represented by Rayburn Cooper & Durham P.A. and
Jones Day.  Cook Law Firm, P.C. and K&L Gates LLP serve as special
insurance counsel; NERA Economic Consulting as consultant; Miller
Nash Graham & Dunn LLP as special environmental and insurance
counsel; and PricewaterhouseCoopers LLP as financial advisors.

At the time of the filing, Kaiser and Hanson estimated their assets
and liabilities at $100 million to $500 million. Kaiser's principal
business consisted of manufacturing and marketing gypsum plaster,
gypsum lath and gypsum wallboard. The company has no current
business operations other than managing its legacy asbestos-related
and environmental liabilities. The company has no material tangible
assets.

HPCI's primary business was the manufacture and sale of Portland
cement products. It is a wholly-owned, indirect subsidiary of
non-debtor Lehigh Hanson, Inc.

HPCI is the direct parent of Kaiser Gypsum as well as non-debtor
Hanson Micronesia Cement, Inc. and non-debtor Hanson Permanente
Cement of Guam, Inc., the operating subsidiaries. Non-debtor
Permanente Cement Company, which has no assets or operations, is
also a wholly-owned subsidiary of HPCI.

The Office of the U.S. Trustee appointed three creditors to serve
on the official committee of unsecured creditors in the Chapter 11
case of Kaiser Gypsum Company, Inc. The Committee hires Blank Rome
LLP as counsel, and Moon Wright & Houston, PLLC.

An Official Committee of Asbestos Personal Injury Claimants
retained Caplin & Drysdale, Chartered, as its counsel.

Lawrence Fitzpatrick, the Future Claimants' Representative, tapped
Ankura Consulting Group, LLC as his claims evaluation consultant;
Young Conaway Stargatt & Taylor, LLP as attorney; and Hull &
Chandler, P.A. as local counsel.



KAMA MANAGEMENT: Condado 5  Wants to Stop Cash Use
--------------------------------------------------
Condado 5, LLC, successor-in-interest of Banco de Desarrollo
Economico para Puerto Rico and Firstbank Puerto Rico, asks the U.S.
Bankruptcy Court for the District of Puerto Rico to prohibit Kama
Management, Inc. from using its cash collateral.

Condado 5 is a secured creditor having a lien over the Debtor's
accounts receivables which constitutes cash collateral under
Section 363 of the Bankruptcy Code.

Condado 5 relates that Banco de Desarrollo Economico extended to
the Debtor a certain Loan Agreement in the principal amount of
$1,300,000, which is secured by the Debtor's accounts receivables,
inventory, equipment, contracts, and all funds held at any time
therein, general intangibles and all proceeds of the foregoing
assets, including the cash proceeds derived therefrom.

Condado 5 contends that the Debtor has not sought the authorization
of the Court for its use, has not obtained Condado 5's consent for
its continued use, nor has the Debtor provided adequate protection
to Condado 5 pursuant to Sections 361 and 363 of the Bankruptcy
Code.

Condado 5, LLC is represented by:

          Sonia E. Colon, Esq.
          Gustavo A. Chico-Barris, Esq.
          Camille N. Somoza, Esq.
          Ferraiuoli LLC
          PO Box 195168
          San Juan, PR 00919-5168
          Tel.: (787) 766-7000
          Fax: (787) 766-7001
          Email: scolon@ferraiuoli.com
                 gchico@ferraiuoli.com
                 csomoza@ferraiuoli.com

                  About Kama Management Inc.

Kama Management Inc. filed a Chapter 11 petition (Bankr. D.P.R.
Case No. 16-08008), on October 5, 2016.  The Petition was signed by
Alberto Perez Pujals, president.  At the time of filing, the Debtor
had no assets and had total debts of $1.45 million.

The Debtor is represented by Maria Soledad Lozada Figueroa, Esq.,
at Lozada Law & Associates, LLC.  


KEN'S CUSTOM:  Can Use IRS Cash Collateral Through March 17
-----------------------------------------------------------
Judge Deborah L. Thorne of the U.S. Bankruptcy Court for the
Northern District of Illinois authorized Ken's Custom Upholstery
Inc. to use the cash collateral of the Internal Revenue Service.

The Debtor was authorized to use cash collateral to pay the
expenses related to the operation of its upholstery business at
22771 Citation Road, Frankfort, IL, as provided in the Budget from
November 8, 2016 through March 17, 2017.

To the extent that the use of the cash collateral results in any
decrease in the value of the IRS' liens in said cash collateral,
the IRS was granted valid, perfected and enforceable post-petition
replacement liens on all proceeds of existing collateral, and all
new collateral, to the same extent that it had perfected liens
prepetition.

As additional adequate protection of the security interest of First
Community Financial Bank, the Debtor was directed to make monthly
payments of $970 beginning on January 31, 2017, and continuing
until further order of the Court.

A hearing on the Debtor's motion for the continuing use of cash
collateral will be held on March 14, 2017, at 10:00 a.m.

A full-text copy of the Order, dated January 24, 2017, is available
at https://is.gd/AOSWaw

           About Ken's Custom Upholstery Inc.

Ken's Custom Upholstery Inc. is an Illinois corporation that
operates an upholstery business in Frankfort, Illinois. The
Debtor's customers include commercial entities such as hotels and
restaurants, and consumer customers.

Ken's Custom Upholstery Inc., filed a Chapter 11 bankruptcy
petition (Bankr. N.D. Ill. Case No. 16-35268) on November 4, 2016.
The Petition was signed by its President, Kenneth Kovie.  The
Debtor is represented by David P. Lloyd, Esq., at David P. Lloyd
Ltd.  At the time of filing, the Debtor estimated assets at $50,000
to $100,000 and liabilities at $100,000 to $500,000.

The Debtor engaged Eileen Carrero and Eileen Carrero Financial
Services LLC as its accountant.


KENDALL LAKE: Court Denies Approval of Plan Outline
---------------------------------------------------
The Hon. Robert A. Mark of the U.S. Bankruptcy Court for the
Southern District of Florida has denied approval of Kendall Lake
Towers Condominium Association, Inc.'s disclosure statement
referring to the Debtor's plan of reorganization.

The Court has extended the Debtor's exclusive period to solicit
acceptances of the Plan to 90 days from the Jan. 24, 2017 order.

As reported by the Troubled Company Reporter on Jan. 20, 2017, the
Debtor filed with the Court its amended disclosure statement
describing its amended plan of reorganization, which would give
general unsecured creditors a distribution of 75% of their allowed
claims.

                     About Kendall Lake Towers

Kendall Lake Towers Condominium Association, Inc., sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.
Fla., Case No. 16-12114) on Feb. 16, 2016.  The Debtor is
represented by Joel M. Aresty, Esq., at Joel M. Aresty, PA.

At the time of the filing, the Debtor estimated its assets and
debts at $500,001 to $1 million.


KEURIG GREEN: S&P Raises CCR to 'BB' on EBITDA Expansion Forecast
-----------------------------------------------------------------
S&P Global Ratings raised its corporate credit rating on Keurig
Green Mountain Inc. to 'BB' from 'BB-'.  The outlook is stable.

At the same time, S&P raised the issue-level ratings on the
company's senior secured credit facilities to 'BBB-' from 'BB'. The
debt comprises a $500 million revolver due 2021, $3.175 billion
term loan A due 2021, $1.775 billion term loan B due 2023, and a
EUR842 million term loan B due 2023.  The company has repaid $750
million in aggregate of funded debt since it was acquired.  S&P
also revised the recovery rating to '1" from '2'.  The '1' rating
indicates S&P's expectation that lenders could expect very high
(90% to 100%) recovery in the event of a payment default.

Debt outstanding as of Dec. 24, 2016, was about $5.1 billion.

"The upgrades reflect our upward revision in our forecast for
EBITDA expansion and our expectations that Keurig will trend
towards the 3.0x leverage area in fiscal 2018," said S&P Global
Ratings analyst Diane Shand.  "Operating performance has improved
because of new management's manufacturing and procurement
initiatives, favorable brewer mix, and lower coffee bean costs. The
company also benefitted from disposing its Kold business."

The stable outlook on Keurig reflects S&P Global Ratings'
expectation that the company will prioritize deleveraging and use
internally generated cash for debt repayment.  S&P also expects the
company to generate volume growth by improving marketing, and
expand margins through cost reductions over the next 12 months,
which should enable the company to generate FOCF in of
$800 million and reduce financial leverage to 3.5x in fiscal 2017.

S&P could lower the ratings if Keurig's leverage increases to above
4.0x.  This could result from a material reduction in FOCF
generation from currently expected levels, possibly from market
share losses because of changes in consumer tastes or from a change
in the company's financial policies resulting in excess cash
applied to dividends versus debt reduction.

S&P could consider a higher rating if Keurig sustainably grows the
sales of its high-margin portion packs despite strong competition
from alternative coffee products, maintains margins at least at
current levels, and sustains financial leverage below 3.0x.  S&P
would also consider an upgrade if the company geographically
diversifies and demonstrates it can gain market share in countries
it is currently does not do business in.


KOHN FUNERAL: U.S. Trustee Unable to Appoint Committee
------------------------------------------------------
The Office of the U.S. Trustee on Jan. 26 disclosed in a court
filing that no official committee of unsecured creditors has been
appointed in the Chapter 11 case of Kohn Funeral Home, LLC.

Headquartered in Flora, Illinois, Kohn Funeral Home, LLC fdba Byrd
& Kohn Funeral Home, LLC, filed for Chapter 11 bankruptcy
protection (Bankr. S.D. Ill. Case No. 16-60489) on Dec. 22, 2016,
listing $1.08 million in total assets and $682,542 in total
liabilities.  The petition was signed by Jarrod D. Kohn, member.

Judge Laura K. Grandy presides over the case.

Roy J Dent, Esq., at Orr Law Inc serves as the Debtor's bankruptcy
counsel.


KUEHG CORP: Moody's Affirms B3 CFR, Outlook Stable
--------------------------------------------------
Moody's Investors Service affirmed KUEHG Corp.'s B3 Corporate
Family Rating (CFR) and B3-PD Probability of Default Rating. In the
same rating action, Moody's downgraded the company's proposed
amended first lien senior secured credit facilities, consisting of
upsized $890 million term loan due 2022 and $80 million revolving
credit facility due 2020. The rating outlook is stable.

In a proposed transaction, KinderCare Education plans to upsize its
existing $690 million first lien senior secured term loan due 2022
by $200 million, proceeds of which will be used to redeem all of
the company's $200 million second lien senior secured term loan due
2023. The first lien credit agreement amendment will reset an
incremental debt basket, while all other terms and conditions are
expected to remain the same.

Moody's affirmation of KinderCare Education's B3 CFR reflects the
debt neutral nature of this transaction, which will have little
impact on the company's pro forma credit metrics. KinderCare
Education's debt to EBITDA inclusive of Moody's standard
adjustments is estimated at approximately 5.3x at January 2, 2017,
which is consistent with a B3 rated company in this segment. The
proposed first lien term loan add-on and the elimination of
higher-priced second lien debt is credit positive, as this results
in $9 million of interest expense savings and a slight improvement
in interest coverage (EBITDA less capex), estimated at 1.3x pro
forma, which is also appropriate for the rating. The transaction
also improves liquidity as incremental interest savings will
modestly benefit free cash flow. Moody's recognize the improvement
in credit metrics the company has accomplished over the last year
through earnings growth, which is expected to continue over the
next 12 to 18 months and result in further strengthening of the
credit profile.

The downgrade of the company's first lien senior secured term loan
due 2022 to B2 from B1 reflects the elimination of second lien debt
in KinderCare Education's capital structure, and the lack of loss
absorption which was provided by this instrument prior to the
transaction.

The following rating actions were taken:

Issuer: KUEHG Corp.

Corporate Family Rating, affirmed at B3;

Probability of Default Rating, affirmed at B3-PD;

Proposed upsized $890 million first lien senior secured term loan
due 2022, downgraded to B2 (LGD3) from B1 (LGD3);

$80 million first lien senior secured revolving credit facility due
2020, downgraded to B2 (LGD3) from B1 (LGD3);

The rating outlook remains stable.

The Caa1 (LGD5) rating for the company's $200 million second lien
senior secured term loan due 2023 remains unchanged and will be
withdrawn upon repayment.

All ratings are subject to the execution of the transaction as
currently proposed and Moody's review of final documentation. The
instrument ratings are subject to change if the proposed capital
structure is modified.

RATINGS RATIONALE

The B3 CFR reflects KinderCare Education's modest free cash flow
generation, relatively weak EBITDA less capex to interest coverage,
and high levels of debt associated with the purchase of the company
by Partners Group in August 2015. The rating also reflects the
cyclical nature of the child-care and education industry, which is
dependent on macroeconomic factors such as employment and
demographic trends, the highly fragmented and competitive nature of
the industry, and susceptibility to reductions in federal and state
funding support. Furthermore, the company's rating is constrained
by longer-term risks associated with potential shareholder
enhancement activities given the private equity ownership. However,
the rating is supported by the company's large scale within the
childcare and education industry, broad geographical diversity
within the U.S., and the value of its brands. Additionally, the
rating considers improving general economic conditions and
employment trends, modest growth in the company's same center sales
and occupancy rates, and its ongoing cost structure rationalization
and real estate portfolio optimization initiatives that Moody's
expect to continue driving profitability improvements. Also
supportive of the rating are favorable long term demographic
fundamentals, including population growth and increasing percentage
of dual income families.

The stable rating outlook reflects Moody's views that favorable
macro-economic trends, combined with modest growth in same center
sales/occupancy rates and cost rationalization initiatives, will
result in gradual improvement in the company's operating
performance and credit metrics.

KinderCare Education has an adequate liquidity profile. Liquidity
is supported by the flexibility under the maximum first lien net
leverage covenant for the revolving credit facility and an extended
debt maturity profile. However, the company's liquidity is
constrained by Moody's expectations of only modest free cash flow
generation, given the high level of capital expenditures, and only
modest revolver availability given the company's revenue size.

The ratings could be upgraded if the company demonstrates same
center revenue growth and improves operating margins such that
EBITDA less capex to interest coverage exceeds 1.5x, free cash flow
to debt is in the mid-single digit range, and adjusted debt to
EBITDA is sustained below 5.0x. In addition, for a higher rating
consideration, the company would need to demonstrate a substantial
improvement in liquidity, characterized by strong and consistent
free cash flow generation and a significant increase in revolver
availability.

The ratings could be downgraded if the company experiences a
deterioration in its operating performance or increase in leverage,
possibly due to declines in same center sales, acquisitions or
shareholder distributions. Adjusted debt to EBITDA sustained above
6.5x or a material weakening in the company's liquidity profile
could also pressure ratings.

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

KinderCare Education, based in Portland, Oregon, is a large scale
for-profit provider of child-care and education services in the
U.S. As of October 2, 2016, the company had a licensed capacity to
serve 187,500 children from 6 weeks to 12 years of age in 38 states
and the District of Columbia. The company operates approximately
1,341 community-based centers, 90 employer-partnership centers and
473 school-partnership sites under a number of recognized brands,
including "KinderCare", "KinderCare Education at Work" (formerly
"CCLC"), and "Champions". KinderCare Education was acquired by
Partners Group in August 2015. In 2016, the company generated
approximately $1.6 billion in revenues.


L & R FAMILY: Disclosures Conditionally OK'd; Hearing on March 8
----------------------------------------------------------------
The Hon. Michael G. Williamson of the U.S. Bankruptcy Court for the
Middle District of Florida has conditionally approved L & R Family,
Inc.'s disclosure statement referring to the Debtor's plan of
reorganization.

A hearing on the confirmation of the Plan and the final approval of
the Disclosure Statement will be held on on March 8, 2017, at 9:30
a.m.

Objections to the Disclosure Statement will be filed with the Court
and served on the Local Rule 1007−2 parties-in-interest list no
later than seven days prior to the date of the hearing on
confirmation.

Parties-in-interest will submit to the Clerk's office their written
ballot accepting or rejecting the Plan no later than eight days
before the date of the Confirmation Hearing.

Objections to confirmation will be filed with the Court and served
on the Local Rule 1007−2 Parties-in-Interest List no later than
seven days before the date of the Confirmation Hearing.

In accordance with Local Rule 3018−1(a), the plan proponent will
file a ballot tabulation no later than 96 hours prior to the time
set for the Confirmation Hearing.

No later than five days after entry of this Jan. 23, 2017 court
order, the plan proponent will serve all parties entitled to
service under Fed. R. Bankr. P. 3017(d) with copies of the Plan,
Disclosure Statement, this court order, and ballots for accepting
or rejecting the Plan and a certificate of service evidencing
service of same shall be filed with the Court within three days
thereafter.

All creditors and parties in interest that assert a claim against
the Debtor which arose after the filing of this case, including all
professionals seeking compensation from the estate of the Debtor
pursuant to section 330 of the Bankruptcy Code, must file motions
or applications for the allowance of the claims with the Court no
later than 15 days after the entry of this Jan. 23, 2017 court
order.

Three days prior to the Confirmation Hearing, the plan proponent
will file a confirmation affidavit which will contain the factual
basis upon which the plan proponent relies in establishing that
each of the requirements of Section 1129 of the U.S. Bankruptcy
Code are met.

                        About L & R Family

L & R Family, Inc., sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. M.D. Fla. Case No. 16-08015) on Sept. 16,
2016.  The petition was signed by Rasik Patel, president.  

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

The Debtor employed Buddy D. Ford, Esq., Jonathan A. Semach, Esq.,
and J. Ryan Yant, Esq., at Buddy D. Ford P.A. as legal counsel, and
Jubilee Accounting Solutions, LLC, as accountants.

The Office of the U.S. Trustee on Oct. 17, 2016, disclosed in a
court filing that no official committee of unsecured creditors has
been appointed in the Chapter 11 case of L & R Family Inc.


LAVA ENTERPRISES: Gets Conditional Approval of Ch. 11 Plan
----------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Virginia on
Jan. 24 conditionally confirmed the Chapter 11 plan of Lava
Enterprises Inc.

The court gave the thumbs-up to the plan after the company resolved
objections by making "non-material" revisions to the plan.  The
order is available for free at https://is.gd/VzygHr

The revised plan includes a new provision governing the treatment
of Wells Fargo Equipment Finance's additional unsecured claim.
Under the plan, the claim in the amount of $72,333.36 will be paid
in full.  

Wells Fargo will receive a monthly payment of $1,506.94 beginning
12 months after confirmation and ending 48 months later, according
to court filings.

The bankruptcy court will consider final approval of the plan at a
hearing on Feb. 8, at 11:30 a.m.  Objections are due on Feb. 6.

                      About Lava Enterprises

Lava Enterprises, Inc. filed a Chapter 11 petition (Bankr. W.D. Va.
Case No. 16-61478), on July 22, 2016. The petition was signed by
Larry H. Williams, president.  The Debtor is represented by Stephen
E. Dunn, Esq. of Stephen E. Dunn, PLLC.  The Debtor estimated
assets at $100,001 to $500,000 and liabilities at $500,001 to $1
million at the time of the filing.


LAW-DEN NURSING: Hires Michigan Business Advisor as Accountant
--------------------------------------------------------------
Law-Den Nursing Home, Inc., seeks authorization from the U.S.
Bankruptcy Court for the Eastern District of Michigan to employ
Michigan Business Advisor as accountants for Debtor in Possession.

The Debtor previously requested, and was granted authority, to hire
Daniel Hirsch, CPA, and his firm, Frank, Hirsch, Subelsky &
Freedman, P.C. to assist the Debtor with accounting services.

On January 4, 2017, Hirsch contacted attorney for the Debtor, and
informed him that he would not be able to do the work required in
this case that would meet deadlines and allow him to "start a new
client" during a notably busy time of year for accounting
professionals, and requested to be removed from the case.

The Debtor requires Michigan Business Advisor to prepare monthly
operating reports as well as amend those previously filed reports
that must be amended, operating statements (P/L), Balance Sheets,
Summaries of Operations, Monthly Cash Statements, plan payment
projections, employee compensation statements, as well as provide
advice and guidance on setting up and using accounting software,
best practices, and payroll systems, as necessary.

Michigan Business Advisor will be paid at these hourly rates:

      William Malek, CPA             $225
      Accountants                    $100-$225

An advance retainer of $10,000 from the Debtor is requested.

William H. Malek, CPA, accountant of the firm Michigan Business
Advisor, assured the Court that the firm does not represent any
interest adverse to the Debtor and its estates.

Michigan Business Advisor may be reached at:

     William H. Malek, CPA
     Michigan Business Advisors
     2900 Union Lake Road Ste 213 Commerce Twp., MI 48382
     Phone: (248) 716-7139
     Email: wmalek@mibusinessadvisors.com

                  About Law-Den Nursing Home

Law-Den Nursing Home, Inc., filed a Chapter 11 petition (Bankr.
E.D. Mich. Case No. 16-52058) on August 30, 2016.  The petition was
signed by Todd Johnson, administrator.  The Debtor is represented
by Clinton J. Hubbell, Esq., at Hubbell Duvall PLLC, in Southfield,
Michigan. The case is assigned to Judge Phillip J. Shefferly. At
the time of its filing, the Debtor estimated assets at $0 to
$50,000 and liabilities at $1 million to $10 million.


LENSAR INC: Exit Plan to Pay Unsecured Creditors in Full
--------------------------------------------------------
Unsecured creditors of Lensar, Inc., will be paid in full,
according to the company's proposed plan to exit Chapter 11
protection.

The restructuring plan filed with the U.S. Bankruptcy Court in
Delaware proposes to pay Class 4 general unsecured creditors in
full in cash on the later of the effective date of the plan, or the
15th business day after the claim is allowed.

The plan will be implemented through conversion of a portion of
secured debt of PDL Biopharma Inc., Lensar's principal secured
creditor, into equity in the reorganized company and the
modification of the payment terms of the remaining debt.

Payments to creditors will be funded through exit loan to be
provided by PDL and cash on hand, according to the disclosure
statement filed on Jan. 24.

A copy of the disclosure statement is available for free at
https://is.gd/ZIOmk2

                        About Lensar Inc.

Lensar, Inc. -- http://www.lensar.com/-- is involved in next
generation femtosecond laser technology for refractive cataract
surgery.  The LENSAR Laser System with Streamline II offers
cataract surgeons automation and customization of essential steps
of the refractive cataract surgery procedure with the highest
levels of precision, accuracy, and efficiency, while optimizing
overall visual outcomes.

The Debtor filed a chapter 11 petition (Bankr. Del. Case No.
16-12808) on Dec. 16, 2016.  The petition was signed by Nicholas T.
Curtis, chief executive officer.  The Debtor estimated $50 million
to $100 million in assets and liabilities.

Matthew Summers, Esq., at Ballard Spahr LLP, represents the Debtor.
Epiq Bankruptcy Solutions, LLC, serves as notice and claims agent
and administrative advisor.

An official committee of unsecured creditors has not yet been
appointed in the case.


LIFE PARTNERS: Thompson & Knight Seeks Payment of $26M in Fees
--------------------------------------------------------------
Alex Wolf, writing for Bankruptcy Law360, reported that Thompson &
Knight LLP asked a Texas bankruptcy court to approve its final
application for nearly $26 million in fees and expenses incurred
while it served as trustee counsel throughout Life Partners
Holdings Inc.'s Chapter 11 proceedings, touting the firm's tireless
work to return a projected $1.2 billion to investors.  Thompson &
Knight served as lead counsel to Life Partners' trustee H. Thomas
Moran II.  The firm filed its sixth and final application for
compensation related to its work on the case.

                About Life Partners Holdings

Headquartered in Waco, Texas, Life Partners Holdings, Inc. --
http://www.lphi.com/-- is the parent company engaged in the   
secondary market for life insurance, commonly called "life
settlements."  Since its incorporation in 1991, Life Partners,
Inc., has completed over 162,000 transactions for its worldwide
client base of over 30,000 high net worth individuals and
institutions in connection with the purchase of over 6,500
policies
totaling over $3.2 billion in face value.

LPHI is a publicly traded company incorporated in Texas and its
common stock has been delisted from the NASDAQ (formerly trading
under the symbol LPHI).

Life Partners Holdings sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. N.D. Tex. Case No. 15-40289) on Jan. 20,
2015.

The case is assigned to Judge Russell F. Nelms.  J. Robert
Forshey,
Esq., at Forshey & Prostok, LLP, serves as counsel to the Debtor.

LPHI disclosed $2,406,137 in assets and $52,722,308 in liabilities
as of the Chapter 11 filing.

The official committee of unsecured creditors formed in the case
tapped Munsch Hardt Kopf & Harr, P.C., as counsel.

Tracy A. Bolt of BDO USA, LLP was named as examiner for the
Debtor's case.  At the behest of the U.S. Securities and Exchange
Commission, the U.S. Trustee, and the Creditors Committee, the
Court ordered the appointment of a Chapter 11 trustee.  On March
13, 2015, H. Thomas Moran II was appointed as Chapter 11 trustee
in
LPHI's case.  The trustee is represented by Thompson & Knight LLP.

The Chapter 11 trustee signed Chapter 11 bankruptcy petitions for
LPHI's subsidiaries on May 19, 2015: Life Partners Inc. (Case No.
15-41995) and LPI Financial Services, Inc. (Case No. 15-41996).

Life Partners is estimated to have $100 million to $500 million in
assets and more than $1 billion in debt.  LPI Financial estimated
less than $50,000.


LIMETREE BAY: Moody's Assigns Ba3 Rating to $440MM Term Loan
------------------------------------------------------------
Moody's Investors Service assigned a first time Ba3 rating to
Limetree Bay Terminals, LLC's (LB Terminals) proposed $440 million
7-year senior secured term loan. The rating outlook is stable.

"LB Terminals' Ba3 rating balances the limited operating complexity
of storage terminals, project finance features of the transaction
and some revenue visibility provided by a 10-year contract with a
US subsidiary of international oil and gas company, Sinopec
Corporation (Aa3 negative), against the project's high initial
leverage, the lack of an operating track record, ramp-up risk
associated with bringing back all of the storage capacity, and
substantial contract renewal risk", commented Kathrin Heitmann,
Moody's Senior Analyst.

Proceeds from the transaction will be used to finance a $290
million distribution to the sponsor and a $120 million liquidity
reserve mostly for planned growth capex projects. The assigned
rating assumes that the final documentation for the term loan will
not be materially different from the reviewed draft term loan
documentation.

RATINGS RATIONALE

The Ba3 rating takes into account the low operating complexity
associated with LB Terminals' storage assets and the scale of the
facility relative to other peers in the Caribbean region with
around 143 tanks and 34 mmbls of storage capacity once all capacity
has been brought back online (currently 16 mmbls contracted and
online for Q1 2017). Plans to expand its port to provide access to
deeper-water vessels should benefit its competitive position as its
current depth restriction of around 55 ft is its major disadvantage
in the crude oil storage segment compared to other Caribbean
storage terminals. The rating also takes positively into account
the existing 10-year contract with Unipec America Inc., an
affiliate of Sinopec, for crude oil storage of up to 10 mmbls which
represents around 35% of expected leased revenue. Freepoint
Commodities, LLC, a minority owner, is currently also a significant
customer to LB Terminals through various contracts leading to high
customer concentration at this stage. The contracts are fixed rate
storage contracts and customers pay for the capacity in the tank
that they have reserved independent of actual usage. Additional
revenues can be created through marine fees, blending or heating
fees. LB Terminals is not directly exposed to commodity price
volatility.

The rating is constrained by LB Terminals' lack of an operating
track record. The facility, formerly a part of the Hovensa
refinery, is ramping-up its storage operations as it was bought out
of bankruptcy in early 2016 subsequent to the refinery shutting
down in 2012. Uncertainty is high around management's ability to
successfully strengthen the assets' competitive position against
peers, execute a large capex project, renew existing contracts and
enter into new contracts as more capacity comes online.

Moody's also considered the high leverage on the project (5.1x
debt/EBITDA at closing including maintenance expense); reduced
equity left in the project following the transaction
(debt/capitalization of close to 80%); the project's modest
liquidity profile and potential for additional incremental debt
(capped at $25 million) under the term loan documentation as
factors constraining the rating. These constraints are balanced
against the existence of project finance features, a cash sweep
that should support future deleveraging; the sponsor's experience
with managing storage assets, plant operational expertise as many
of the employees are former Hovensa employees, and the resiliency
of the cash flow to extreme downside scenarios.

Management forecasts a steady deleveraging over the term loan
period supported by renewal of existing contracts and additional
planned contracts. As such management expects DSCR to improve from
2.2x in 2017 to an average DSCR of 4.9x throughout the period
2017-2023 and a deleveraging from 5.1x debt/EBITDA at closing to
below 1.0x by 2023.

Moody's also considers the high execution risk associated with
management's projections and the assigned Ba3 rating reflects the
risk that LB Terminals might not be able to renew contracts and add
new customers as projected.

The stable outlook reflects Moody's expectation that LB Terminals
will build a track record of renewing expiring existing contracts
and entering into new contracts as additional tank capacity comes
online. Moody's expect that the project will at least maintain a
debt service coverage ratio (DSCR) around 1.75x and can achieve
FFO/debt in the high single digit range in the initial three years
of the project with further improvements beyond that. The cash flow
sweep and target debt balance requirement should support a
continued deleveraging.

WHAT COULD CHANGE THE RATING UP?

-- Successful ramp-up of operations and a demonstrated track
record of securing additional contracts that supports the ramp-up
and renewing maturing existing contracts

-- Credit metrics closer to sponsor's base case with Debt/EBITDA
trending to 4.0x, a DSCR in that exceeds 3.0x in 2018 with
expectations for further improvement from the excess cash sweep

WHAT COULD CHANGE THE RATING DOWN?

-- Inability to build-up adequate liquidity reserve for managing
working capital

-- Inability to renew contracts and contract new customers

-- No visibility for deleveraging with inability to decrease
Debt/EBITDA to below 5.0x and improve DSCR to around 2-2.5x over
the next 18-24 months as the terminal is ramping up its operations

LIQUIDITY

LB Terminals' liquidity profile is modest post the transaction.
Lenders will benefit from a cash funded 6-month debt service
reserve account (around $15 million). Term loan proceeds will also
finance a $120 million liquidity reserve which will be used to
finance a portion of the Single Point Mooring System (SPM) Buoy
Project and funding tank-field restarts. Management expects to
create a $10 million operating reserve for working capital
purposes, however this is not a requirement under the term loan
documentation. LB Terminals has no working capital facility or
revolving credit facility at closing of the transaction. This
leaves limited cushion for unforeseen events that could lead to
negative free cash flow generation. .

LEGAL SECURITY

Lenders will benefit from a first lien on all material assets of
the borrower and typical project finance cash flow waterfall. The
refinery assets will be initially included in the collateral but
represent a permitted disposal under the agreement. The cash-funded
6 month debt service reserve account can be replaced with an
acceptable letter of credit from a bank or trust company with a
minimum rating of Baa1 or guarantee from an entity (other than a
private equity fund) with a minimum rating of Baa3 and Moody's
understands that this would likely be provided by a letter of
credit from a bank.

The transaction provides for a 1% required annual amortization
(around $4.4 million per annum) and a cash sweep should support
additional deleveraging over time. The cash sweep is defined as
100% of excess cash flow through March 31, 2018 with a quarterly
sweep thereafter subject to the greater of (i) 50% of excess cash
flow and (ii) the target debt balance.

The term loan includes a lenient maintenance financial covenant of
1.1x DSCR, which is tested quarterly commending March 31, 2018 and
allows for equity cures. The term loan documentation allows for an
additional $25 million facility/term loan if certain conditions are
met such as compliance with financial covenants and a rating
affirmation.

OBLIGOR PROFILE

Limetree Bay Terminals, LLC is a newly-created joint venture
between an affiliate of private equity sponsor ArcLight Capital
Partners (80%) and an affiliate of Freepoint Commodities, LLC
(20%). The project is a storage terminal, refinery and marine
facility on around 1,500 acres of land on the south shore St.
Croix, US Virgin Islands. The facility was bought out of bankruptcy
in early 2016 for around $320 million, and an additional
approximately $100 million has been invested since the
acquisition.

The facility is the former Hovensa facility that was shut down in
2012 due to losses in the refinery operations and which declared
bankruptcy in 2015. Limetree has entered into a terminal operating
agreement with the VI Government that extends through January 4,
2041 with the option by the terminal owner to extend the agreement
for another 15 years.

LB Terminals has repurposed the asset as a storage terminal,
restarted storage tanks and entered into fee-based contracts.
Currently there are no plans to restart the refinery operations and
going forward it is expected the facility will be operated as a
petroleum storage terminal.

PRINCIPAL METHODOLOGY

The principal methodology used in this rating was Generic Project
Finance Methodology published in December 2010.


LIMETREE BAY: S&P Assigns Prelim. 'BB-' Rating on $440MM Term Loan
------------------------------------------------------------------
S&P Global Ratings said it assigned its preliminary 'BB-' rating to
Limetree Bay Terminals LLC's $440 million term loan B due 2023. The
outlook is stable.  The recovery rating is preliminary '1'; this
indicates S&P's expectation for very high recovery (90%-100%) in
case of default.

"The stable outlook reflects our opinion that storage cash flows
provide sufficient debt service coverage," said S&P Global Ratings
Jacqueline Fay.  "We anticipate DSCRs of about 1.16x.  We expect
the restart of 7 million barrels of capacity in 2017.  We also
assume additional contracting of available storage capacity."

S&P could lower the rating if minimum DSCRs fall below 1x due to
higher-than-budgeted capital expenditures or low contracting rates
resulting in lower-than-anticipated revenues; this could stem from
weaker market dynamics in the Caribbean.

S&P could raise the rating if Limetree Bay Terminals completes SPM
Buoy construction and tank restart within budget and generates
minimum DSCRs above 1.4x.


LIVE OAK: Can Continue Using Cash Collateral Until February 28
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas
authorized Live Oak Lounge, LLC, to continue using cash collateral
through February 28, 2017.

The Court acknowledged that a need exists for the Debtor to obtain
funds in order to continue the operation of its business for
without such funds, the Debtor will not be able to pay its direct
operating expenses and obtain goods and services needed to carry on
its business.  The Court also acknowledged that the Debtor has no
other source of funds to carry on its business operations other
than the cash collateral.

The approved Budget reflects total operating expenses of $43,463
for the month of January 2017 and $48,463 for the month of February
2017.

These creditors were asserting claims secured by the Debtor's
assets:

      (a) Tarrant County asserts a secured claim of $2,518 for ad
valorem taxes;

      (b) PlainsCapital Bank asserts a claim of $23,652 as of
Petition Date secured by the Debtor's equipment, accounts,
inventory and general intangibles;

      (c) The Department of Treasury - Internal Revenue Service
asserts a claim of $25,000 secured by all assets of the Debtor;
and

      (d) Afallon Holdings LLC asserts a claim of $525,160 secured
by office furniture and equipment.

Both the IRS and PlainsCapital asserted that their liens extend to
the cash collateral.  The Court granted the IRS and PlainsCapital
with continuing and replacement liens.

A full-text copy of the Agreed Order, dated January 19, 2017, is
available at https://is.gd/FkKzqt

PlainsCapital Bank is represented by:

           Matthew T. Taplett, Esq.
           POPE, HARDWICKE, CHRISTIE, SCHELL,
           KELLY & RAY L.L.P.
           500 W. 7th Street, Suite 600
           Fort Worth, TX 76102
           Telephone: 817.332.3245
           Facsimile: 817.877.4781
           Email: mtaplett@popehardwicke.com


                 About Live Oak Lounge

Live Oak Lounge, LLC, is a Texas Limited liability company formed
to provide an independent music venue, bar and restaurant located
at 1311 Lipscomb Street, Fort Worth, TX which is lease from 1980
Properties, LLC.

On July 8, 2016, Live Oak Lounge, LLC, commenced a Chapter 11 case
(Bankr. N.D. Tex. Case No. 16-42659). The petition was signed by
Robert Johnson, managing member.  The bankruptcy case was filed
because Debtor's past mismanagement resulted in an IRS tax lien
exceeding $200,000.

The Debtor is represented by Warren V. Norred, Esq., at Norred Law,
PLLC. The Debtor estimated assets at $0 to $500,000 and liabilities
at $500,001 to $1 million at the time of the filing.


LOMAX HACKING: Amends Treatment of Priority Tax, Secured Claims
---------------------------------------------------------------
Lomax Hacking Corp. on Jan. 24 filed with the U.S. Bankruptcy Court
for the Eastern District of New York the company's disclosure
statement explaining its latest Chapter 11 plan of reorganization.

The latest plan contains amended provisions governing the treatment
of priority tax claims and Class 2 secured claim.

According to the plan, in case the reorganized company
"substantially" defaults on a priority tax claim due to the
Internal Revenue Service and fails to cure the default within 30
days of receipt of notice, the entire remaining claim will become
due and payable.

The IRS may collect the claim through the administrative collection
provisions of the agency, provided that the court will retain
jurisdiction to resolve any dispute.

Meanwhile, Class 2 secured claim will earn simple interest at the
rate of 3.5% per annum, or other rate that the court determines to
be the appropriate rate of interest, according to the disclosure
statement.

During the "bank payment period," the holder of Class 2 secured
claim will be entitled to receive monthly payments of interest
only.

"Bank payment period" means the seven-year period commencing on the
effective date of the plan, and ending on the seventh anniversary
of the effective date, or other period that the court determines to
be the maximum permissible cramdown period.

During the first year of the payment period, (i) the net revenues
of Lomax and its affiliated debtors will be used to purchase up to
three new taxicab vehicles; (ii) the holder of Class 2 secured
claim will be granted liens on the vehicles; and (iii) the Class 2
claim holder's interest payments will be deferred and added to the
principal amount of the claim that is due upon the conclusion of
the payment period.

The holder of Class 2 secured claim will not be entitled to
interest on interest, according to the latest disclosure
statement.

A copy of the fifth amended disclosure statement is available for
free at https://is.gd/Q1F7Tk

                       About Lomax Hacking

Lomax Hacking Corp. and its affiliates filed for bankruptcy (Bankr.
E.D.N.Y. Case No. 15-41787) on April 21, 2015.  The Debtors listed
$1 million to $10 million in assets and liabilities.  The Debtor is
represented by Jeremy S. Sussman, Esq., at The Law Office of Jeremy
S. Sussman, in New York.


LOWELL & SONS: Plan Filing Deadline Moved to Feb. 24
----------------------------------------------------
The Hon. Trish M. Brown of the U.S. Bankruptcy Court for the
District of Oregon has granted Lowell & Sons, LLC's request to
extend to Feb. 24, 2017, the deadline for the Debtor to file a plan
of reorganization and disclosure statement.

As reported by the Troubled Company Reporter on Nov. 21, 2016, the
Court previously gave the Debtor until Jan. 25, 2017, to file the
disclosure statement and plan.

                   About Lowell & Sons

Lowell & Sons, LLC, filed a Chapter 11 petition (Bankr. D. Ore.
Case No. 16-33707) on Sept. 27, 2016.  The petition was signed by
Lorena N. Lowell, manager.  The case is assigned to Judge Trish M.
Brown.  The Debtor disclosed $2.52 million in total assets and
$2.60 million in total liabilities.  The Debtor is represented by
Theodore J. Piteo, Esq., at Michael D. O'Brien & Associates, P.C.
The Debtor hired Steve W. Seymour, Esq., at Samuels Yoelin Kantor,
LLP, as special eviction counsel.


LOYD P. CADWELL: Class Suit Over Bankr. Retainer Fees Dismissed
---------------------------------------------------------------
Alex Wolf, writing for Bankruptcy Law360, reported that U.S.
Magistrate Judge Paul G. Byron dismissed a putative class action
accusing Florida-based Kaufman Englett & Lynd PLLC of violating
federal law by causing a cash-strapped client to incur more debt
while he explored filing for bankruptcy, saying the case can't
survive without an alleged improper motive for the firm's billing.

Judge Byron, who oversees Loyd P. Cadwell's suit in Florida federal
court, said Mr. Cadwell's claims that KEL violated the Bankruptcy
Abuse Prevention and Consumer Protection Act by billing him $1,700
in retainer fees while he explored filing for bankruptcy could not
survive the firm's motion to dismiss.

As reported by the Class Action Reporter on July 4, 2016, the
Plaintiff in the lawsuit styled LOYD P. CADWELL, Individually and
on behalf of All Others Similarly Situated v. KAUFMAN, ENGLETT &
LYND, PLLC, Case No. 6:16-cv-00662-PGB-KRS (M.D. Fla.), sought
certification of these class of consumers:

     (a) The Class Member retained KEL using the "Bankruptcy
         Chapter 7 Retainer Agreement" or a substantially similar
         document with the intent of filing of a Chapter 7 case
         in the Middle District of Florida;

     (b) KEL collected Chapter 7 retainer fees from the
         prospective assisted person or assisted person through
         the charging of a credit/charge card which caused the
         prospective assisted person or assisted person to incur
         more debt prior to the potential filing of the
         Chapter 7; and

     (c) The Class would include any prospective assisted person
         or assisted person who signed a "Bankruptcy Chapter 7
         Retainer Agreement" within four (4) years preceding the
         filing of the original Complaint in this proceeding
         through the date this Court issues an Order Approving
         Class Notice.

According to the Law360 report, Mr. Cadwell had consulted with KEL
on filing for Chapter 7 bankruptcy in early January 2016 and
entered into a retainer agreement with the firm that contained a
provision requiring $1,700 in attorneys' fees, due prior to the
bankruptcy filing.  As part of the payment schedule, KEL demanded
an initial retainer of $250, a subsequent $250 payment 10 days
later, then four monthly payments of $300 due in the months that
followed, according to the complaint.  Mr. Cadwell alleges that he
made the payments to KEL using two credit cards, and that the firm
violated the applicable U.S. Code provision by causing him to pay
attorneys' fees by incurring more debt.

In its motion to dismiss, KEL said Cadwell had failed to show the
firm advised him to rack up debt to discharge it as part of a
Chapter 7 petition, and that the firm did not violate the
Bankruptcy Abuse Prevention and Consumer Protection Act.

The Plaintiff is represented by:

          Bryan K. Mickler, Esq.
          LAW OFFICES OF MICKLER & MICKLER, LLP
          5452 Arlington Expressway
          Jacksonville, FL 32211
          Telephone: (904) 725-0822
          Facsimile: (904) 725-0855
          E-mail: bkmickler@planlaw.com

The Defendant is represented by:

          Adam C. Herman, Esq.
          MARSHALL, DENNEHEY, WARNER, COLEMAN & GOGGIN, P.A.
          Landmark Center One
          315 E. Robinson Street, Suite 550
          Orlando, FL 32801-2719
          E-mail: acherman@mdwcg.com



LSB INDUSTRIES: BlackRock Reports 8.6% Equity Stake as of Dec. 31
-----------------------------------------------------------------
BlackRock, Inc. disclosed in an amended Schedule 13G filed with the
Securities and Exchange Commission that as of Dec. 31, 2016, it
beneficially owns 2,402,172 shares of common stock of LSB
Industries Inc. representing 8.6 percent of the shares outstanding.
A full-text copy of the regulatory filing is available for free at
https://is.gd/dq1Ibo

                  About LSB Industries, Inc.

Oklahoma City-based LSB Industries, Inc. (NYSE:LXU) and its
subsidiaries are involved in manufacturing and marketing
operations.  LSB is primarily engaged in the manufacture and sale
of chemical products and the manufacture and sale of water source
and geothermal heat pumps and air handling products.

LSB reported a net loss attributable to common stockholders of
$38.03 million in 2015, net income attributable to common
stockholders of $19.33 million in 2014 and net income attributable
to common stockholders of $54.66 million in 2013.

As of Sept. 30, 2016, LSB had $1.38 billion in total assets,
$727.61 million in total liabilities and $137.98 million in
redeemable preferred stock, and $520 million in total stockholders'
equity.

                         *    *    *

In October 2016, S&P Global Ratings lowered its rating on LSB
Industries to 'CCC' from 'B-'.  "Despite using the climate control
business sale proceeds to repay some debt, the company's metrics
have weakened due to plant operational issues and a depressed
pricing environment, which have led to depressed EBITDA
expectations," said S&P Global Ratings credit analyst Allison
Schroeder.

In November 2016, Moody's Investors Service downgraded LSB's
corporate family rating (CFR) to 'Caa1' from 'B3', its probability
of default rating to 'Caa1-PD' from 'B3-PD', and the $375 million
guaranteed senior secured notes to 'Caa1' from 'B3'.  LSB's Caa1
CFR rating reflects Moody's expectations that the combined
uncertainty over operational reliability and the compressed
margins, resulting from the low nitrogen fertilizer
pricing environment, could result in continued weak financial
metrics for a protracted period.


LSF 10 CEDAR: Moody's Assigns 'B2' Corporate Family Rating
----------------------------------------------------------
Moody's Investors Service assigned the B2 Corporate Family Rating
and B2-PD Probability of Default Rating to LSF 10 Cedar
Investments, Ltd., the owner of Arclin, a North American producer
of resins and surface overlays mainly used in manufacturing of
building products. Moody's also assigned a B2 rating to the
proposed $465 million seven-year first lien term loan and a Caa1
rating to the proposed $140 million eight-year second lien term
loan to be issued by New Arclin U.S. Holding Corp.. The rating
outlook is stable. The proceeds of the term loans and over $250
million in cash equity, in the form of common stock, will be used
to finance the acquisition of Arclin by Lone Star Funds from
affiliates of Black Diamond Capital Management, LLC and Silver
Point Capital, LP.

Assignments:

Issuer: LSF10 Cedar Investments, Ltd.

-- Corporate Family Rating, Assigned B2

-- Probability of Default Rating, Assigned B2-PD

Issuer: New Arclin U.S. Holdings Corp.

-- Senior Secured 1st Lien Term Loan due 2024, Assigned B2 (LGD3)

-- Senior Secured 2nd Lien Term Loan due 2025, Assigned Caa1
(LGD6)

Outlook Actions:

Issuer: LSF10 Cedar Investments, Ltd.

-- Outlook, Assigned Stable

RATINGS RATIONALE

The B2 Corporate Family Rating reflects the company's limited
scale, leveraged capital structure and exposure to the cyclical US
housing market, with the majority of sales coming from surface
overlays and resins used in manufacturing of building products
(e.g. plywood, oriented strand board, medium density fiber board),
cabinetry and furniture. Moody's expects the company to benefit
from increasing U.S. housing starts and growing repair and remodel
activity over the next few years, however, exposure to the cyclical
housing market creates uncertainty over the long-term and may
result in significant performance and credit metric volatility. The
rating also reflects high customer concentration with top 10
customers accounting for approximately 60% of sales and top three
approximately one-third of sales. The company benefits from
long-term relationships with its customers, for many of whom it is
a single source supplier. The company has long term contracts with
major customers that allow for contractual pass-through of raw
material cost increases. Some of the larger contracts expire in
2017, but the company expects to renegotiate all of these
agreements. Arclin benefits from higher-margins in its more-value
added surface overlays business, which supports the company's
projected free cash flow generation. Despite its limited scale, the
company benefits from a significant market position in the growing
market for surface overlays. The rating is supported by good
liquidity but reflects typical risks related to the private equity
ownership.

The stable rating outlook reflects expectations that the company
will benefit from the ongoing recovery in the US housing market,
and that Arclin will generate free cash flow and delever.

Moody's could upgrade the rating if the company's operating
performance improves, it consistently generates retained cash flow
to debt around 10% and the sponsor demonstrates commitment to
keeping debt near 4 times. Moody's could downgrade the rating if
the company's operating performance declines, its leverage
increases above 6 times and liquidity deteriorates or the company
undertakes a more aggressive financial policy.

Moody's expects Arclin to have good liquidity supported by the
projected modest free cash flow and availability under its $75
million asset-based revolver, which is subject to the borrowing
base (currently projected to be $60 million). Following the
acquisition by Lone Star, interest will be the largest use of cash
as the company has modest maintenance capital expenditure
requirements and growth capex is low following significant
investments in the past few years. Arclin does not have any debt
maturities until the revolver expires in 2022. Term loan
amortization is 1% of the principal amount or approximately $4.7
million a year. The revolver has a springing fixed charge covenant
of 1:1 if availability falls below the greater of 10.0% of the
committed amount or $6.25 million. Moody's does not expect the
covenant to be tested over the next 12 to 18 months.

The $465 million first lien term loan due 2024 is rated B2, in line
with the B2 corporate family rating, reflecting its effective
subordination to the $75 million ABL revolver (not rated by
Moody's). The $75 million ABL facility is secured predominantly by
a first lien on the receivables and inventory of both domestic and
Canadian subsidiaries. The first lien term loan is guaranteed by
all US and Canadian subsidiaries and secured by a second lien on
the ABL collateral and a first lien on substantially all other
assets of the company's domestic and Canadian operations.

The $140 million second lien term loan due 2025 is rated Caa1,
reflecting its subordination to the first lien senior secured
credit facilities. The second lien term loan is guaranteed by all
US and Canadian subsidiaries and secured by a third lien on the ABL
collateral and a second lien on substantially all other assets of
the company's domestic and Canadian operations.

The principal methodology used in these ratings was Global Chemical
Industry Rating Methodology published in December 2013.

Headquartered in Roswell, GA, Arclin is a North American producer
of resins and surface overlay products used in building products,
specialty engineered materials, and industrial applications. The
company generated approximately $550 million of sales for the
twelve months ended September 30, 2016. Arclin will be a portfolio
company of Lone Star Funds once the transaction closes.


LUKE'S LOCKER: Dallas Running Store in Chapter 11
-------------------------------------------------
Luke's Locker, a Dallas-based running and fitness store chain,
filed for Chapter 11 bankruptcy protection.

"Luke's is already deeply involved in the actions and negotiations
that will allow us to move forward with strength," said Matt Lucas,
president of the company, in an email to the Star-Telegram.

"Luke's is confident that this is the best decision to position the
company for future success."

According to the Star-Telegram report, three locations, the store
at Montgomery Plaza, in Fort Worth; 3046 Mockingbird Lane in
Dallas; and 7317 Gaston Ave., in Dallas, will remain open.

Dallas News reported that the family-run business recently closed
five stores in Plano, Southlake, Austin, Houston and The Woodlands
and laid off about 40 people.  Two other stores in Highland Village
and Katy were closed earlier, it added.

Some of the stores are expected to reopen, Mr. Lucas said,
according to Star-Telegram.

"We believe we have a viable business strategy that will take some
time to rebuild," Mr. Lucas said in a statement to the Austin
American-Statesman. "Over the last six years, we made some poor
decisions about a handful of store locations that have negatively
impacted the working capital of the business."

"We look forward to continuing our strong relationship with all of
our loyal customers, fantastic employees and valued suppliers," Mr.
Lucas said.

Luke's Locker Incorporated, owner of Luke's Locker fitness and
running stores in Texas, sought Chapter 11 protection (Bankr. D.
Tex. Case No. 17-40126) on Jan. 24, 2017.  The petition was signed
by Matthew Lucas, president and CEO.  The case judge is the Hon.
Brenda T. Rhoades.  Melissa S. Hayward, Esq., at Franklin Hayward
LLP, in Dallas, serves as the Debtor's counsel.  The Debtor
estimated $1 million to $10 million in assets and liabilities.


MABLETON LLC: Hearing on Disclosure Statement Set For Feb. 23
-------------------------------------------------------------
The Hon. Edward J. Coleman III of the U.S. Bankruptcy Court for the
Southern District of Georgia will hold on Feb. 28, 2017, at 10:00
a.m., a hearing to consider the approval of creditor Rincon
Investor's, LLC's second amended disclosure statement dated Jan.
20, 2017, referring to a second amended plan of reorganization for
Mableton, LLC.

Objections to the Second Amended Disclosure Statement must be filed
by Feb. 23, 2017.

On or before Jan. 31, 2017, the Creditor will transmit a copy of
this court order and notice and copy of the Second Amended
Disclosure Statement and Plan to all creditors and
parties-in-interest including each committee appointed.

                      About Mableton LLC

Mableton, LLC, sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. S. D. Ga. Case No. 15-40124) on Jan. 29, 2015.  The
petition was signed by Edward A. Coleman, member.

The case is assigned to Judge Edward J. Coleman III.

At the time of the filing, the Debtor disclosed $1.66 million in
assets and $3.47 million in liabilities.


MADDD WEST: Unsecureds to be Fully Paid from Exit Facility Proceeds
-------------------------------------------------------------------
MADDD West 38 LLC filed with the U.S. Bankruptcy Court for the
Eastern District of New York a disclosure statement referring to
the Debtor's Chapter 11 plan of reorganization.

Class 4 Allowed Unsecured Claims are unimpaired under the Plan.
All Allowed Class 4 General Unsecured Claims will be paid in full
on the Effective Date from the proceeds of an exit facility.

The Plan is predicated on the Debtor's acquisition of the the real
property at 402 West 38th Street, New York, New York, in accordance
with a contract, using the proceeds of the Exit Facility (as
provided by a take-out lender) to close and pay allowed claims.
Accordingly, the Contract is deemed assumed for purposes of the
Plan.  A closing will take place prior to Feb. 27, 2017, unless the
seller agrees to a late date.  At the Closing, the Debtor will cure
defaults owed to the seller, if any, under the Contract so as to
comply with the requirements of 11 U.S.C. Section 365(a).
Notwithstanding the foregoing, the Debtor does not believe any
defaults actually exist.  Thus, it is anticipated the seller will
receive the balance of the purchase price at Closing, plus
adjustments as permitted by the Contract.

The Disclosure Statement is available at:

              http://bankrupt.com/misc/nyeb16-45836-15.pdf

The Plan was filed by the Debtor's counsel:

     Kevin J. Nash, Esq.
     GOLDBERG WEPRIN FINKEL GOLDSTEIN LLP
     1501 Broadway, 21st Floor
     New York, NY 10036
     E-mail: KNash@GWFGLaw.com

Headquartered in Flushing, New York, MADDD West 38 LLC is the
purchaser under a certain contract of sale, as amended, with 402
West 38th Street Corp, to acquire the real property at 402 West
38th Street, New York, New York, for a total purchase price of
$33.45 million including prior deposits of $9.5 million.

The Debtor filed for Chapter 11 bankruptcy protection (Bankr. Case
No. 16-45836) on Dec. 28, 2016, listing $42.95 million in total
assets and $27.57 million in total debts.  The petition was signed
by Joseph Noormand, manager.

Judge Carla E. Craig presides over the case.

Ted J. Donovan, Esq., at Goldberg Weprin Finkel Goldstein LLP
serves as the Debtor's bankruptcy counsel.


MAGNOLIA BREWING: Taps Baker Tilly as Investment Banker
-------------------------------------------------------
Magnolia Brewing Company, LLC, filed with the U.S. Bankruptcy Court
for the Northern District of California an application for
authorization to employ Baker Tilly Capital, LLC, as investment
banker, to market the Debtor's business for sale as a going
concern, and advise the Debtor on the terms of the proposed sale.


BTC will provide the Debtor with consulting services and assistance
in connection with potential transactions, which may include:

     (a) identifying parties, other than the Dark Star Parties, or

         any related individuals or entities, who might be
         interested in entering into a transaction.  On Jan.6,
         2017, the Debtor received a term sheet from a potential
         buyer based on several months of discussions and due
         diligence between the Debtor and this third party, and
         without the assistance of BTC.  That potential buyer and
         the Debtor are referred to in the application as the      
   
         "Dark Star Parties";

     (b) assisting with the preparation of an information
         memorandum for delivery to potential purchasers
         describing the Debtor;

     (c) formulating and recommending a strategy for potential
         transactions;

     (d) contacting and eliciting interest from prospective
         purchasers;

     (e) conveying information desired by prospective purchasers
         not contained in the information memorandum;

     (f) reviewing and evaluating prospective purchasers;

     (g) reviewing and analyzing proposals regarding potential
         transactions;

     (h) to the extent requested by the Debtor, assisting in
         negotiations of the financial aspects of potential
         transactions; and

     (i) with the explicit knowledge and consent of the Debtor,
         discussing and meeting with the Committee, including its
         financial advisor, and the Debtor's secured lender with
         regard to the status of BTC's efforts and of any
         potential transactions.

BTC will receive an advisory fee of $30,000, with $3,000 to be paid
upon the effectiveness of the Letter Agreement.  The Advisory Fee
balance due will be recorded as post-petition accrued
administrative claim.  BTC will receive a success fee equal to 4.0%
of the enterprise value if a transaction other than a Dark Star
Transaction is consummated during the later of (i) the term of the
engagement or (ii) 12 months of the termination date of the Letter
Agreement.  The Success Fee will be 3% if a Dark Star Transaction
is consummated during the term/period at a price greater than the
price indicated in the term sheet receive by the Debtor on Jan. 6,
2017, and the Success Fee will be 2% if a Dark Star Transaction is
consummated at a price less than or equal to the price indicated in
the term sheet received by the Debtor on Jan. 6, 2017.  The Success
Fee will be earned, due and payable in cash at the time of the
closing of the transaction and will also be treated as a
post-petition administrative claim under Section 503 of the U.S.
Bankruptcy Code.

Enterprise value will mean the enterprise value of the Debtor based
on the aggregate consideration directly or indirectly paid or
payable to the Debtor and creditors that is part of or ancillary to
a Chapter 11 plan or sale pursuant to 11 U.S.C. Section 363(b) in
connection with or as a result of the transaction (including
retained assets and equity) determined as follows:  

     (a) in the case of a transaction under a Chapter 11 plan
         involving the acquisition of equity securities, the
         enterprise value will include the total consideration
         paid or payable to equity owners (or the Debtor in the
         case of a new issuance), plus (i) the amount of all
         indebtedness for borrowed money (including capitalized
         leases and repayment obligations under letters of credit)

         of the Debtor outstanding immediately prior to the
         transaction, plus (ii) assumed debt on allowed claims
         immediately prior to the transaction, plus (iii) new debt

         in connection with the acquisition of the equity
         securities, such as in a leveraged buyout, but only upon,

         when, and to the extent that the funds are paid to the
         Debtor's bankruptcy estate, (iv) plus payments to the
         Debtor's creditors on allowed claims, plus (v) payments
         on employment compensation agreements other than for at-
         will, wage-based employees, upon, when, and to the extent

         paid, plus (vi) the amount of any liabilities at that
         time due under deferred compensation plans in existence
         immediately prior to the transaction.  If less than all
         of the Debtor's fully diluted outstanding equity
         securities are acquired pursuant to the transaction, then

         the enterprise value will be calculated as if 100% of the

         Debtor's outstanding equity securities were acquired for
         the same per share price as those equity securities
         actually acquired;

     (b) in the case of a transaction involving the acquisition of

         assets, the enterprise value will include the total
         consideration paid or payable for the assets acquired
         plus the amount of all assumed indebtedness for borrowed
         money (including capitalized leases and repayment
         obligations under letters of credit);

     (c) in any transaction, the enterprise value will include
         consideration paid or payable to the Debtor and its
         equity owners under leases, covenants not to compete, and

         management or consulting arrangements (excluding
         reasonable wages payable under bona fide agreements for
         actual services).  However, the Success Fee paid to BTC
         on account of any consideration paid or payable to equity

         owners will be paid from the consideration paid or
         payable to the equity owners;

     (d) in any transaction, the enterprise value will include
         amounts payable pursuant to any notes, earnout, royalty
         or similar arrangement, but the Success Fee will be due
         and payable only upon the Debtor's receipt of payment of
         any notes, earnout, royalty or similar arrangement;

     (e) if any consideration to be paid is computed in a foreign
         currency, the value of foreign currency will, for
         purposes hereof, be converted into U.S. dollars at the
         prevailing exchange rate on the date on which
         consideration is paid;

     (f) the enterprise value will be deemed to include all forms
         of consideration paid or payable to the Debtor and its
         creditors, including without limitation, cash and cash
         equivalents, notes and other evidence of indebtedness,
         securities and other property.  Consideration other than
         cash and cash equivalents will be valued as follows: (i)
         inventories and receivables, in an amount equal to the
         net book value thereof; (ii) common stock and securities
         convertible into common stock will be valued at fair
         market value (as determined in good faith by agreement of

         the Debtor and BTC without regard to minority or
         liquidity discounts); (iii) preferred stock will be
         valued at the greater of liquidation value or redemption
         price (unless fair market value is otherwise determined
         in good faith by agreement of the Debtor and BTC); and
         (iv) securities and property not referenced above will be

         valued at fair market value (as determined in good faith
         by agreement of the Debtor and BTC).  

BTC will receive reimbursement of costs, upon request from time to
time, for (a) all actual and reasonable out-of-pocket expenses
incurred by BTC during the term hereof in connection with the
matters contemplated by the letter agreement, including without
limitation, material expenses, travel and lodging, administrative
support, telecommunications, outside research and database charges,
delivery charges, fees and expenses of its counsel, and other such
out-of-pocket expenses incurred in connection with this engagement.
The out-of-pocket expenses balance due will be recorded as
post-petition accrued administrative claim pursuant to Section 503
of the Bankruptcy Code.  All reimbursable air travel expenses will
be reimbursed at the cost of coach flights.  Any expenses will be
paid as administrative claims upon approval of such expenses by the
Court.

To the best of BTC's knowledge, BTC does not hold or represent any
interest materially adverse to the Debtor or the Debtor's estate,
and BTC is a "disinterested person" as that term is defined in
Section 101(14) of the Bankruptcy Code.

BTC can be reached at:

     Wayne T. Morgan
     BAKER TILLY CAPITAL, LLC
     777 East Wisconsin
     Floor 32
     Milwaukee, WI 53202
     Tel: (414) 777-5400
          (414) 777-5500
     E-mail: wayne.morgan@bakertilly.com

                     About Magnolia Brewing

Magnolia Brewing Company LLC owns and operates a 30-barrel
production brewery located at 3rd and 22nd in San Francisco,
California, which was first opened in 2014, as well as an adjacent
restaurant, Smokestack.  It also owns the Magnolia Pub and Brewery
located at Haight and Masonic in San Francisco as a result of its
acquisition of those assets from McLean Breweries, Inc., pursuant
to a merger with McLean, which occurred in January 2015.  Before
the merger, the Company and McLean had common management and a
number of common employees and substantially similar ownership.
The Company's beer is sold at both of its restaurants and to over
250 draft beer accounts in the San Francisco Bay Area.

Magnolia Brewing sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. N.D. Cal. Case No. 15-31480) on Nov. 30,
2015.  The petition was signed by Dave McLean, managing member.

The Debtor is represented by Ron Bender, Esq., and John-Patrick M.
Fritz, Esq., at Levene, Neale, Bender, Yoo & Brill L.L.P.  The case
is assigned to Judge Dennis Montali.

The Debtor estimated both assets and liabilities in the range of $1
million to $10 million.

The Office of the U.S. Trustee formed the Official Committee of
Unsecured Creditors on Dec. 7, 2015.


MASTEC INC: S&P Revises Outlook to Stable & Affirms 'BB' CCR
------------------------------------------------------------
S&P Global Ratings said that it has revised its outlook on
Florida-based MasTec Inc. to stable from negative and affirmed its
'BB' corporate credit rating on the company.

At the same time, S&P affirmed its 'BB-' issue-level rating on the
company's $400 million senior unsecured notes due 2023.  The '5'
recovery rating remains unchanged, indicating S&P's expectation for
modest (10%-30%; upper half of the range) recovery in the event of
a default.

"The outlook revision reflects that specialty engineering and
construction (E&C) contractor MasTec Inc.'s operating performance
has rebounded from the challenging conditions the company faced in
2015 and improved significantly over the past year," said S&P
Global credit analyst Michael Durand.  Specifically, MasTec has
benefitted from strong demand in its communications segment as the
increased use of wireless and wireline data and ever expanding
speed requirements have led to an increase in spending on long-term
network upgrades.  Additionally, the demand for MasTec's services
on U.S. oil and gas long-haul pipeline projects has been strong and
S&P expects the demand for these services to remain elevated for
several years.

The stable outlook on MasTec reflects S&P's belief that the company
will continue to maintain credit metrics that are in line with the
current rating as steady growth from its communications segment and
long-haul pipeline business will cause its debt-to-EBITDA metric to
decline below 3x.

S&P could lower its ratings on MasTec if its operating performance
deteriorates or if S&P expects that a debt-financed acquisition
will cause its debt-to-EBITDA metric to approach 4x for an extended
period.  S&P could also lower its rating on the company if its free
operating cash flow (FOCF)-to-debt ratio remains below 10% on a
sustained basis because of a downturn in its end markets, declining
global industrial production, or a decline in oil prices.

Although unlikely over the next 12 months, S&P could raise its
ratings on MasTec over the long term if its operating performance
continues to improve and the company is able to sustain EBITDA
margins in the low-double digit percent area, a FOCF-to-debt ratio
of more than 25%, and a debt-to-EBITDA metric of less than 2x.  At
the same time, S&P would expect MasTec to demonstrate financial
policies that are in line with a higher rating, notably by
refraining from undertaking debt-financed share repurchases or
acquisitions that would cause its adjusted debt-to-EBITDA metric to
remain above 2x.


MATRIX LUXURY: Unsecureds to be Paid From Sale Proceeds at 4%
-------------------------------------------------------------
Matrix Luxury Homes, LLC, filed with the U.S. Bankruptcy Court for
the District of Arizona a first amended disclosure statement
referring to the Debtor's plan of reorganization.

Holders of Class 10 Unsecured Claims will be paid the amount of
their approved claims, with interest at the rate of 4% from the
effective date, from the net proceeds of the sale of the of a
residence located at 10801 E Happy Valley Road No. 88, Scottsdale
85255, in Maricopa County, Arizona.  The claims within this class
share the last priority to be paid proportionately to the amount of
their approved claims.  This claim is impaired.

As reported by the Troubled Company Reporter on Nov. 24, 2016, the
Debtor filed with the Court a disclosure statement referring to the
Debtor's plan of reorganization, which proposed that Class 10
Claims, which includes eight unsecured creditors totaling
$70,646.77 and includes liquidated, unliquidated claims and
disputed claims, will be paid the amount of their approved claims
from the proceeds of the sale.

The Debtor will be replaced by a successor entity, which will sell
the Residence by assuming the listing agreement entered into by the
bankruptcy estate with ReMax Fine Properties for the remainder of
the term of the listing.  The sale of the Residence will be
sufficient to pay all approved claims in full and to provide
additional payments to the Debtor who will be the sole member of
the successor entity.

Troy Hudspeth, the Debtor's principal member, has agreed to
contribute funds to the Successor Entity to pay for the upkeep of
the premises and for improvements to facilitate a sale, until the
closing of the sale of the Residence.

The reorganized Debtor will be authorized to borrow additional
amounts from Maryland 32 by increasing the amount of the
indebtedness of the existing Court approved loan by np to an
additional $20,000 and by extending the maturity date of the loan
to a date eight months from the date of confirmation of the Plan.
To the extent needed, sufficient funds will be used to pay all
unpaid administrative expenses, Manager fees, U.S. Trustee fees,
legal costs and expenses, and for the upkeep of the premises until
the closing of the sale of the Residence, to the extent not paid
for by Troy Hudspeth.  This will give the Successor Entity the
funds necessary to pay all administrative claims, to pay for
operating and other needs, and otherwise fund the Successor Entity
pending the sale of the Residence.  The extended loan, if
necessary, will continue for eight months after the Plan's
confirmation date accumulating simply interest at 18 per cent per
annum.  However, the extended loan will be paid sooner from the net
proceeds of the sale of the Residence.

The forced sale of the Residence in a bankruptcy setting will
provide less of a sale price than could be obtained under
conditions that permit an extended marketing period, the Debtor
said in the disclosure statement.  Moreover,  the decision to
accept an offer or to hold out for a higher price may be affected
by accruing high interest.  Nevertheless, it is anticipated that
the Residence will sell within a relatively short  period of time,
at a price sufficient to pay all creditors in full and provide a
distribution to the Debtor.

If the sale proceeds are insufficient to pay all creditors in full,
the creditors will be paid according to payment priorities set
forth.  If a sale of the Residence is not completed within eight
months of the effective date, the automatic stay is then terminated
and each creditor may enforce its rights.  The sale of the
Residence completion period shall be extended for up to 60 days to
complete the closing pursuant to a sales agreement entered into and
approved by the Court prior to the end of the eight-month period.

The Manager of the Reorganized Debtor will be LeAnne Risenhoover,
CPA who will have the authority and responsibility to make
marketing decisions and enter into contracts for the sale of the
Residence to be submitted for court approval.  The Manager will
have the authority, responsibility and immunity of a Court
appointed receiver in Maricopa County, Arizona.

The First Amended Disclosure Statement is available at:

            http://bankrupt.com/misc/azb16-09455-109.pdf

                   About Matrix Luxury Homes

Matrix Luxury Homes, LLC, sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Ariz. Case No. 16-09455) on Aug. 16,
2016.  The petition was signed by Troy Hudspeth, manager.  The case
is assigned to Judge Brenda K. Martin.  At the time of the filing,
the Debtor estimated its assets and liabilities at $1 million to
$10 million.

The Debtor is represented by Allan D. NewDelman, Esq., at Allan D.
NewDelman, P.C., and seeks to hire Re/Max Fine Properties, a real
estate agent, to market and sell its real property located at 10801
East Happy Valley Road, Scottsdale, Arizona.

The Office of the U.S. Trustee on October 31 announced that no
official committee of unsecured creditors has been appointed in the
Chapter 11 case of Matrix Luxury Homes, LLC.


MAXI CONTAINER: Disclosures Has Prelim. OK; Plan Hearing on Feb. 24
-------------------------------------------------------------------
The Hon. Phillip J. Shefferly of the U.S. Bankruptcy Court for the
Eastern District of Michigan has granted preliminary approval of
Maxi Container, Inc.'s first amended disclosure statement referring
to the Debtor's first amended liquidating plan dated Jan. 24,
2017.

The hearing on objections to final approval of the adequacy of the
information in the first amended disclosure statement and
confirmation of the first amended liquidating plan will be held on
Feb. 24, 2017, at 11:00 a.m.

The deadline to return ballots on the first amended liquidating
plan, as well as to file objections to final approval of the
adequacy of the information in the first amended disclosure
statement and objections to confirmation of the plan is Feb. 17,
2017.

The deadline for all professionals to file final fee applications
is March 27, 2017.

                       About Maxi Container

Maxi Container, Inc., doing business as MiWineBarrel and
MIRainBarrel, filed a Chapter 11 petition (Bankr. E.D. Mich. Case
No. 16-51074) on Aug. 8, 2016.  The petition was signed by Richard
Rubin, president.  The Debtor is represented by Michael I. Zousmer,
Esq., at Zousmer Law Firm Group PLC.  The case is assigned to Judge
Phillip J. Shefferly.  The Debtor disclosed total assets at
$695,232 and total debt at $1.2 million.

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


MERCHANTS BANKCARD: Court OKs Additional DIP Loan, Cash Use
-----------------------------------------------------------
Judge Joan N. Feeney of the U.S. Bankruptcy Court for the District
of Massachusetts authorized Merchant Bankcard Services of America,
Inc. to obtain further post-petition financing from Davos Financial
Corp. and to use cash collateral.

Judge Feeney held that with respect to the funds remitted to Davos
Financial by TSYS Merchant Solutions, LLC and Pivotal Payments,
Inc. in January 2017, which are anticipated to be approximately
$63,000, Davos Financial was directed to remit promptly following
receipt of the January Processor Payments the entirety of those
payments to the Debtor, solely for the Debtor to make payments
through January 31, 2017, only.

Judge Feeney further held that 40% of the January Processor
Payments will be treated as a secured post-petition loan from Davos
Financial to the Debtor, that will be subject to the following
terms and conditions:

     (a) The interest rate will be the three month LIBOR rate plus
three percent per annum, and interest will accrue as of the last
day of each calendar month starting with February 2017;

     (b) The maturity date will be the earliest of:

          (i) the effective date of a plan of reorganization;

          (ii) the closing on a sale of all of any or all interests
in the Three Portfolios;

          (iii) the closing on a sale of all or substantially all
of the assets of the Debtor; and

          (iv) March 31, 2017;

     (c) The proceeds of the January DIP Loan will be used only to
make budgeted payments in accordance with the Order;

     (d) Events of default will include:

          (i) failure to repay the loan in full on or before March
31, 2017;

          (ii) filing of a plan of reorganization by the Debtor or
anyone else other than Davos Financial;

          (iii) payment of any pre-petition indebtedness, except as
consented to by Davos Financial or permitted by the Court;

          (iv) dismissal of the Debtor's Bankruptcy Case,
conversion to Chapter 7, or appointment of a Trustee;

          (v) violation by the Debtor of the Ninth Stipulated Order
or any subsequent order concerning treatment of any loans by Davos
Financial to the Debtor; and

          (vi) failure of the Debtor's shareholder to make the
capital contribution as set forth in the Fifth Interim Order.

     (e) The January DIP Loan will at all times be secured by an
automatically perfected first-priority lien on all property and
assets of the Debtor; and

     (f) The January DIP Loan will at all times constitute an
allowed administrative expense claim in the Bankruptcy Case with
priority over all administrative expense claims and unsecured
claims against the Debtor of any kind or nature.

As a condition to the January DIP Loan, the Debtor, under the
supervision of the Examiner, was directed to actively pursue a
Section 363 sale of substantially all of its assets, including its
interests in the MFS Merchant Portfolio, DSI Merchant Portfolio and
MCMG Merchant Portfolio, with an order approving such a sale to be
entered by the Court on or before January 31, 2017.  The Debtor was
ordered not to pursue a reorganization as an alternative to a
sale.

A further interim hearing on the Debtor's Motion will be held on
January 30, 2017 at 11:00 a.m.  

A full-text copy of the Ninth Stipulated Order, dated January 24,
2017, is available at https://is.gd/2mbptT

         About Merchant Bankcard Services of America

Merchants Bankcard Systems of America, Inc., filed a Chapter 11
petition (Bankr. D. Mass. Case No. 16-13224) on Aug. 18, 2016.  The
petition was signed by Philip Chait, president.  The Debtor is
represented by David B. Madoff, Esq., at Madoff & Khoury LLP. The
case is assigned to Judge Joan N. Feeney.  At the time of filing,
the Debtor disclosed $2.58 million in assets and $4.20 million in
liabilities.


MERRIMACK PHARMACEUTICALS: BlackRock Has 8.4% Stake as of Dec. 31
-----------------------------------------------------------------
BlackRock, Inc., disclosed in an amended Schedule 13G filed with
the Securities and Exchange Commission that as of Dec. 31, 2016, it
beneficially owns 10,887,604 shares of common stock of Merrimack
Pharmaceuticals Inc. representing 8.4 percent of the shares
outstanding.  A full-text copy of the regulatory filing is
available for free at https://is.gd/9z76au

                        About Merrimack

Cambridge, Mass.-based Merrimack Pharmaceuticals, Inc., a
biopharmaceutical company discovering, developing and preparing to
commercialize innovative medicines consisting of novel
therapeutics paired with companion diagnostics.  The Company's
initial focus is in the field of oncology.  The Company has five
programs in clinical development.  In it most advanced program,
the Company is conducting a pivotal Phase 3 clinical trial.

Merrimack reported a net loss of $148 million on $89.3 million of
total revenues for the year ended Dec. 31, 2015, compared to a net
loss of $83.6 million on $103 million of total revenues for the
year ended Dec. 31, 2014.

As of Sept. 30, 2016, Merrimack had $118.4 million in total
assets, $345.55 million in total liabilities and a total
stockholders' deficit of $226.78 million.


MIDLAND HI LODGING: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: Midland Hi Lodging, LLC
        14646 N. Kierland Blvd., Suite 250
        Scottsdale, AZ 85254

Case No.: 17-00756

Chapter 11 Petition Date: January 26, 2017

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

Judge: Hon. Scott H. Gan

Debtor's Counsel: Thomas H. Allen, Esq.
                  ALLEN BARNES & JONES, PLC
                  1850 N. Central Ave., #1150
                  Phoenix, AZ 85004
                  Tel: 602-256-6000
                  Fax: 602-252-4712
                  E-mail: tallen@allenbarneslaw.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Larry Miller, president of Matrix
Equities, Inc., manager of Matrixx Management, LLC,
manager of Sunbelt Lodging, LLC, manager of Debtor.

The Debtor did not include a list of its largest unsecured
creditors when it filed the petition.

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

           http://bankrupt.com/misc/azb17-00756.pdf


MIDWEST ASPHALT: Can Use Callidus Capital Cash on Interim Basis
---------------------------------------------------------------
Judge William J. Fisher of the U.S. Bankruptcy Court for the
District of Minnesota authorized Midwest Asphalt Corporation to use
cash collateral on an interim basis.

The Debtor is authorized to use an amount no greater than $271,825,
and all banks, lenders or depository institutions used by the
Debtor are directed to release and return to the Debtor all of the
Debtors' cash collateral and deposits.

Callidus Capital Corporation is granted a replacement lien in the
Debtor's postpetition assets of the same type and nature as subject
to Callidus' prepetition liens, and with the same priority and
effect as Callidus held on the Debtor's prepetition property.

Callidus Capital Corporation is also granted a postpetition lien on
all currently unencumbered titled vehicles and rolling stock of the
Debtor and its affiliates, and an additional mortgage on the
properties of the Debtor and its affiliates in the aggregate amount
of $500,000, but only to the extent of diminution in the value of
cash collateral or other types of collateral during the pendency of
the case.

The Debtor is directed to:

     (a) maintain insurance on all of the property in which
Callidus, and any other secured creditors, claim a security
interest;

     (b) pay all postpetition federal and state taxes, including
timely deposit of payroll taxes;

     (c) provide Callidus, and any other secured creditors, upon
reasonable notice, access during normal business hours for
inspection of their collateral and the Debtor’s business records;


     (d) deposit all cash proceeds and income into a Debtor in
Possession Account;

     (e) promptly disclose to Callidus copies of the Debtor's
register showing all deposits and expenditures:

          (i) related to funds that were not deposited into
Callidus' blocked account prepetition;

         (ii) from the date of filing to Jan. 20th, 2017; and

        (iii) each week thereafter starting Monday, Jan. 30th,
2017, for the prior week, until the date of the Final Hearing; and


     (f) respond to any reasonable request for explanation or
information concerning the disclosures.

A final hearing on the Debtor's Motion is scheduled on February 8,
2017 at 10:00 a.m.

A full-text copy of the Interim Order, dated Jan. 23, 2017, is
available at
http://bankrupt.com/misc/MidwestAsphalt2017_1740075_27.pdf

                     About Midwest Asphalt Corporation

Midwest Asphalt Corporation, based in Hopkins, Minnesota, filed a
chapter 11 petition (Bankr. D. Minn. Case No. 17-40075) on Jan. 12,
2017.  The petition was signed by Blair Bury, president.  The
Debtor is represented by Thomas Flynn, Esq., at Larkin Hoffman.
The case is assigned to Judge Katherine A. Constantine.  The Debtor
estimated assets and debt at $10 million to $50 million at the time
of the filing.


MIDWEST ASPHALT: Taps Larkin Hoffman as Counsel
-----------------------------------------------
Midwest Asphalt Corporation seeks approval from the U.S. Bankruptcy
Court for the District of Minnesota to employ Thomas J. Flynn, Esq.
and Larkin Hoffman Daly & Lindgren Ltd as attorneys.

Midwest Asphalt says the firm's services are necessary to represent
the Debtor in all legal matters arising during the control of the
Debtor's assets, the determination of claims, negotiations with
creditors and third parties, and the preparation and formation of a
plan of reorganization.

Thomas J. Flynn attests that LHD&L does not hold or represent an
adverse interest in the Debtor and is a "disinterested person" as
required by 11 U.S.C. 101(14).

The attorneys have agreed to perform services on an hourly fee plus
costs basis. The current hourly rate of Thomas J. Flynn is $415.00.
The Debtor's attorney was paid a retainer in the amount of
$112,000.00.

The Firm can be reached through:

     Thomas J. Flynn, Esq.
     LARKIN HOFFMAN DALY & LINDGREN LTD.
     8300 Norman Center Drive, Suite 1000
     Minneapolis, MN 55437
     Tel: 952-896-3362
     Email: tflynn@larkinhoffman.com

                        About Midwest Asphalt Corporation

Midwest Asphalt Corporation of Hopkins, MN, filed its voluntary
petition for relief under Chapter 11 of of the Bankruptcy Code
(Bankr. Minn. Case No. 17-40075) on January 12, 2017, and is
serving as debtor-in-possession. The petition was signed by Blair
Bury, president.  The Hon. Katherine A. Constantine presides the
case.

As of the filing date, the Debtor estimated $10 million to $50
million in assets and liabilities.


MIDWEST QUALITY: Unsecured Creditors to Get $50,000 Under Plan
--------------------------------------------------------------
Midwest Quality Bedding, Inc., filed with the U.S. Bankruptcy Court
for the Southern District of Ohio a first amended disclosure
statement for the Debtor's plan of reorganization.

Holders of Class 3 Allowed General Unsecured Claims will receive,
on a pro rata basis, a share of $50,000, which will be paid to
Holders of Allowed Class 3 claims by the Reorganized Debtor within
30 days of the Effective Date of the Plan.  

The Plan further provides that, upon the Effective Date, all right,
title and interest in and to the Debtor's assets, which constitute
property of the estate will vest in the Debtor free and clear of
all claims, liens and interest of creditors and interest holders
except those liens or interests retained or expressly provided
pursuant to the Plan.  The Plan further provides that all payments
or other distributions provided for under the Plan will be made
from existing funds of Debtor as of the Effective Date, funds
generated subsequent to the Effective Date by Debtor through its
business operations, funds realized through the sale by the Debtor
of any of its property, funds realized through the prosecution and
enforcement of claims, demands and causes of action retained by the
Debtor pursuant to the Plan, less any costs associated with
recovering such funds, and the proceeds of any financing, as may be
deemed appropriate by the Debtor.

The First Amended Disclosure Statement is available at:

          http://bankrupt.com/misc/ohsb15-57113-147.pdf

As reported by the Troubled Company Reporter on Sept. 22, 2016, the
Debtor filed with the Court a disclosure statement for the Debtor's
plan of reorganization, which proposed that holders of allowed
Class 3 Claims receive, on a pro rata basis and after payment of
expenses, including the payment of professional fee claims as
approved by the Court, pay quarterly payments under an unsecured
claim note.

                 About Midwest Quality Bedding

Headquartered in Plain City, Ohio, Midwest Quality Bedding, Inc.,
dba Mattress Mart, is a privately-owned corporation.  The Debtor's
primary source of income derives from the sale of mattresses and
bedding supplies in its two stores.  The Debtor's income fluctuates
from month to month as mattress sales are a seasonal item.  The
Debtor's main assets are its stock of mattresses at its two
stores.

The Debtor filed for Chapter 11 bankruptcy protection (Bankr. S.D.
Ohio Case No. 15-57113) on Nov. 3, 2015, listing $61,000 in total
assets and  $1.73 million in total liabilities.  The petition was
signed by Jerry S. Fogt, president.

Judge John E. Hoffman Jr. presides over the case.

Matthew J Thompson, Esq., at Nobile & Thompson Co., L.P.A., serves
as the Debtor's bankruptcy counsel.


MILK SPECIALTIES: Loan Repricing No Impact on Moody's B2 CFR
------------------------------------------------------------
Moody's Investors Service said that Milk Specialties Company's
proposed repricing of its $475 million principal first lien term
loan is a moderate credit positive, but it does not impact the
company's B2 Corporate Family Rating (CFR) or stable rating
outlook.

Milk Specialties is a leading independent manufacturer of whey and
specialty dairy protein ingredients for the sports nutrition,
health and wellness, infant formula, food manufacturing and animal
nutrition end markets. Milk Specialties was acquired by middle
market private equity firm American Securities for approximately
$830 million in August 2016. Revenues for the twelve months ending
September 24, 2016 were approximately $624 million.


MOHAVE AGRARIAN: Taps AZ Agriculture Solutions as Water Expert
--------------------------------------------------------------
Mohave Agrarian Group, LLC seeks approval from the US Bankruptcy
Court for the District of Nevada to employ John Gall, AZ
Agriculture Solutions LLC, as water and farming expert for Debtor.
Such services will not be duplicative of any other professional
employed or retained by Debtor. Mr. Gall's employment as a real
estate agent for the Debtor has already been approved by this
Court.

Mr. Gall will provide expert opinions and reports regarding the
water availability at 8,880 acres of vacant land at the Debtor's
Properties.

Mr. Gall gives his assurance that he:

     (a) is not a creditor or insider of Debtor;

     (b) does not hold or represent any interest adverse to Debtor
that would impair its ability to objectively perform professional
services for Debtor in accordance with section 327 of the
Bankruptcy Code;

     (c) is a "disinterested person," as defined by section 101(14)
and modified by section 1107(b) and used in section 328(c) of the
Bankruptcy Code;

     (d) does not represent any other creditor, party in interest,
or entity in this Chapter 11 case; and

     (e) has no connection with Debtor, its creditors, or other
parties in interest in this Chapter 11 case, except as may be set
forth in the Gall Verified Statement.

Mr. Gall's Expert Witness Retention Contract calls for a retainer
of $2,500.00 and for hourly payment for work performed in his
capacity as a water rights expert at the rate of $100.00 per hour
for services rendered, with a per diem amount of $285.00 for
expenses related to travel for services related with this retention
and reimbursement of actual costs incurred.

The Firm can be reached through:

     John Gall
     AZ AGRICULTURE SOLUTIONS LLC
     110 S Priest Dr #101
     TEMPE, AZ 85281
     Tel: 480-685-2760

                           About Mohave Agrarian

Headquartered in Las Vegas, Nevada, Mohave Agrarian Group, LLC, is
a privately-held company founded in January 2014.  The Company
filed for Chapter 11 bankruptcy protection (Bankr. D. Nev. Case No.
16-10025) on Jan. 5, 2016, estimating its assets at between $10
million and $50 million and its liabilities at between $1 million
and $10 million. The petition was signed by James M. Rhodes as
president of Truckee Springs Holdings, Inc., manager of Mohave
Agrarian.  Judge Mike K. Nakagawa has been assigned the case.
Brett A. Axelrod, Esq., at Fox Rothschild LLP serves as the
Debtor's bankruptcy counsel.


MOSES INC: Court Moves Plan Filing Deadline to February 10
----------------------------------------------------------
Judge Brenda Moody Whinery of the U.S. Bankruptcy Court for the
District of Arizona extended the exclusive periods within which
Moses, Inc. may file and solicit acceptances to a chapter 11 plan
through February 10, 2017 and April 11, 2017, respectively.

The Troubled Company Reporter had earlier reported that the Debtor
sought for exclusivity extension telling the Court that it had
negotiated and entered into a stipulation with its major creditors
in an effort to move its Bankruptcy Case along.  On Dec. 13, 2016,
the Debtor filed the Stipulation Among Jackson Street, LLC, Joseph
Anshell, Montecito Ventures, LLC, Louie Moses and the Debtor in Aid
of Confirmation of Plan of Reorganization, which was set for
hearing on January 25, 2017.

The Debtor also told the Court that it was requesting a short
extension of the exclusivity periods in order to seek approval of
the Stipulation, complete negotiations with major creditors and
complete reliable projections based on more recent data.  

The Debtor contended that since the Petition Date, it had made
progress toward structural reorganization by downsizing staff and
facilities.  The Debtor related that it was in the process of
normalizing its reduced operations, assimilating the data resulting
from its restructuring efforts and continues to work on forward
looking financial projections based on its new operational
structure.

                       About Moses, Inc.

Moses, Inc., based in Phoenix, Ariz., filed a Chapter 11 petition
(Bankr. D. Ariz. Case No. 16-09889) on August 26, 2016.  The
petition was signed by Tom Guilfoy, chief restructuring officer.
The Debtor is represented by Christopher C. Simpson, Esq., at
Stinson Leonard Street LLP.  The case is assigned to Judge Brenda
Moody Whinery.  The Debtor disclosed $1.22 million in total assets
and $5.73 million in total liabilities.


MOUNTAIN WEST VALVE: Seeks to Hire Trader Roberts as Accountant
---------------------------------------------------------------
Mountain West Valve, Inc. seeks approval from the U.S. Bankruptcy
Court for the District of Utah to hire an accountant.

The Debtor proposes to hire Trader Roberts & Spangler, PLLC to
prepare its 2015 federal and state corporation tax returns, and
assist in preparing and filing any necessary sales and use tax
reports.

Trader Roberts has agreed that the fee for 2015 tax preparation
will not exceed $1,500.  The firm will charge the Debtor $100 per
hour for the preparation of sales and use tax reports by its senior
accountant, and $225 per hour for work performed by its tax
partner.

Robert Spangler, a certified public accountant, disclosed that his
firm does not hold any interest adverse to the Debtor's bankruptcy
estate.

The firm can be reached through:

     Robert A. Spangler
     Trader Roberts & Spangler, PLLC
     3263 So. Highway 89, Suite 100
     Bountiful, UT 94010
     Tel: 801-298-2190
     Fax: 801-335-0351

                      About Mountain West Valve

Mountain West Valve, Inc., based in Salt Lake City, UT, filed a
Chapter 11 petition (Bankr. D. Utah, Case No. 16-21396) on February
29, 2016.  Hon. William T. Thurman presides over the case.  Matthew
K. Broadbent, Esq., at Vannova Legal, PLLC, serves as the Debtor's
bankruptcy counsel.

In its petition, the Debtor estimated $100,000 to $500,000 in
assets and $1 million to $10 million in liabilities.  The petition
was signed by Kenny Guest, owner/president.

On December 23, 2016, the Debtor filed its Chapter 11 plan of
reorganization, which proposes to pay general unsecured creditors
$500 per month for 12 months.


NATIONAL VISION: Moody's Hikes CFR to B2; Outlook Stable
--------------------------------------------------------
Moody's Investors Service upgraded National Vision, Inc.'s
Corporate Family Rating ("CFR") to B2 from B3 and Probability of
Default Rating to B2-PD from B3-PD. Concurrently, Moody's upgraded
the company's $75 million first lien revolving credit facility to
B1 from B2, $825 million (including $175 million proposed
incremental amount) first lien term loan to B1 from B2 and second
lien term loan to Caa1 from Caa2. The proceeds from the proposed
$175 million add-on term loan will be used to finance a $170
million dividend distribution. The rating outlook remains stable.

The upgrade reflects Moody's view that the company's earnings
visibility has improved following the recent renewal of the
Wal-Mart contract at essentially unchanged economic terms. In
addition, Moody's projects earnings growth will mitigate the
increase in debt associated with the proposed transaction, such
that leverage is quickly reduced and sustained at a level in line
with Moody's expectations for the B2 rating category. The
incremental debt will increase National Vision's debt/EBITDA to
high-6 times from high-5 times (Moody's-adjusted, as of October
2016), and reduce EBIT/interest expense to low-1 times from mid-1
times. However, Moody's expects National Vision to de-lever to
low-6 times by year-end 2017 as a result of continued same store
sales growth and store base expansion. Moody's also anticipates
that National Vision will continue to benefit from the stable
nature of vision care product demand, generate solid discretionary
cash flow and meaningfully reinvest by opening new stores to
support growth.

Moody's took the following rating actions on National Vision,
Inc.:

-- Corporate Family Rating, upgraded to B2 from B3

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

-- $75 million first lien senior secured revolving credit facility
due 2019, upgraded to B1 (LGD3) from B2 (LGD3)

-- $825 million (including $175 million proposed incremental
amount) first lien senior secured term loan due 2021, upgraded to
B1 (LGD3) from B2 (LGD3)

-- $125 million second lien senior secured term loan due 2022,
upgraded to Caa1 (LGD6) from Caa2 (LGD5)

-- Stable outlook

The ratings are subject to the completion of the transaction and
Moody's review of final documentation.

RATINGS RATIONALE

The B2 CFR reflects the stable growth of the optical industry,
National Vision's effective execution of its low-cost business
model, and track record of consistent positive same store sales
growth. The company has achieved low-double-digit revenue and
earnings cumulative annual growth rate over the past six years,
driven mainly by mid-single-digit average same store sales
increases and new store openings. At the same time, the rating is
constrained by National Vision's high debt levels, aggressive
financial policies, small scale compared to other rated retailers,
customer concentration with Wal-Mart, and the high degree of
competition in the optical retail segment. The proposed dividend is
credit negative as it increases debt and cash interest expense, and
rising interest rates would weaken free cash flow because of the
reliance on floating rate debt. The rating also incorporates the
company's adequate liquidity, including Moody's expectations of
breakeven to slightly positive free cash flow after significant
growth capital expenditures but good revolver availability and
ample cushion within the revolver's springing first lien leverage
ratio covenant.

The stable rating outlook reflects Moody's expectation that
National Vision will generate steady revenue and earnings growth
such that debt/EBITDA is reduced to the low 6-times range by the
end of 2017 and that financial policies will sustain leverage in
this range. Moody's also expects that the company will maintain
adequate liquidity.

A ratings upgrade is unlikely given the company's aggressive
financial strategies. The ratings could be upgraded if the company
commits to a conservative financial policy, such that debt/EBITDA
is maintained below 5 times and EBIT/interest expense is sustained
above 2 times. An upgrade would also require the company to improve
free cash flow and liquidity.

The ratings could be downgraded if operating performance or
liquidity weakens, or if the company engages in debt-funded
acquisitions or shareholder distributions. Quantitatively, the
ratings could be downgraded if debt/EBITDA is sustained above 6.5
times or EBIT/interest expense declines below 1.25 times.

The principal methodology used in these ratings was Retail Industry
published in October 2015.

National Vision, Inc., headquartered in Duluth, GA, is a U.S.
optical retailer with a focus on low price point eyeglasses and
contacts. The company operates 932 locations, including its own
retail chains of America's Best Contacts and Eyeglasses ("ABC",
about 520 locations) and Eyeglass World ("EGW", about 101
locations), as well as locations at host stores, including Wal-Mart
(227 locations), Fred Meyer (29 locations) and U.S. Military Bases
(55 locations). The company also sells contact lenses online.
Private equity firm Kohlberg Kravis Roberts & Co. L.P. owns a
majority stake in National Vision since the March 2014 buyout.
Revenues for LTM period ended October 2016 were approximately $1.1
billion.


NATIONAL VISION: S&P Affirms 'B' CCR on Continued Growth
--------------------------------------------------------
S&P Global Ratings affirmed all ratings, including its 'B'
corporate credit rating, on Duluth, Ga.-based National Vision Inc.
(NVI).  The outlook is stable.

At the same time, S&P affirmed its 'B' issue-level rating on the
company's first-lien term loan, including the proposed $175 million
incremental first-lien term loan add-on.  The '4' recovery rating
is unchanged and indicates S&P's expectation for average recovery
(higher end of the 30% to 50% range) in the event of a payment
default.  S&P also affirmed its 'CCC+' rating on the $125 million
second-lien term loan.  The recovery rating remains '6', indicating
S&P's expectation for negligible (0% to 10%) recovery.

"The affirmation reflects our belief that NVI will be able to
modestly deleverage over the next 12 months, primarily driven by
new store openings and organic growth.  Pro forma for the
transaction, leverage will increase to 6.3x area from 5.3x as of
Oct. 1, 2016.  Supporting our forecast for performance growth is
continuation of good performance trends, with robust same-store
sales in the 6% to 7% area for the 12-months-ended Oct. 1, 2016,"
said credit analyst Adam Melvin.  "We expect this trend to continue
as the company benefits from economies of scale, as a result of a
broader advertising footprint and an increasing geographical scale
as it expands into California."

The stable outlook reflects expected improvement of credit
protection measures.  S&P expects performance trends to improve
with profit contribution from new store openings and cost leverage.
As a result, S&P forecasts debt to EBITDA improving to mid-5x area
in the next 12 months.

S&P could consider a negative rating action if heightened
competitive pressures in the optical industry contribute to
declining credit metrics or if the company experiences operational
missteps such as poor execution at new stores.  This could hurt
profit margins and lead to leverage of more than 6x on sustained
basis or interest coverage below 3.0x.  S&P calculates that if
adjusted-EBITDA from projected December 2016 levels declines about
10% while maintaining constant debt, it would likely result in
leverage over 6x.  A sizeable debt funded dividend could also lead
to a deterioration in credit metrics and result in a downgrade.

A higher rating could be constrained by NVI's private equity
ownership that S&P thinks could lead to additional debt funded
dividends and elevated leverage.  Still, S&P could consider a
positive rating action if the company's performance trends exceed
our expectations, such that leverage declines below 5x and S&P
believes the company will not incur a sizeable debt-funded dividend
that keeps leverage at elevated levels.  In this scenario, NVI
substantially benefits from its host partners' relationships and
other commercial partnerships, new store investments, and
additional upside in its omni-channel business.


NAVIENT CORP: S&P Lowers ICR to 'BB-' on Litigation Risk
--------------------------------------------------------
S&P Global Ratings said it lowered its long-term issuer credit
rating on Navient Corp. to 'BB-' from 'BB'.  At the same time, S&P
lowered its senior unsecured debt rating to 'B+' from 'BB-' and
affirmed S&P's 'B' short-term issuer credit rating.  The outlook is
negative.

"We believe the possible magnitude of the complaint filed on
Jan. 18, 2017, by the Consumer Financial Protection Board (CFBP)
against Navient Corp. and certain of its subsidiaries increases the
risk profile of the company" said Matthew Carroll S&P Global
Ratings credit analyst.  The outcome of this litigation is
uncertain in S&P's view, but if the lawsuit succeeds it believes it
could result in a substantial financial impact to the company. In a
statement, the company has said that the CFPB's allegations are
unfounded and that the timing reflects political motivations. S&P
expect that the company will vigorously defend itself against the
allegations.

The negative outlook on Navient Corp. reflects the risks S&P Global
Ratings sees stemming from recent litigation against the company
and its concentration of large unsecured debt maturities in
2018-2020.  S&P believes recent litigation, if successful, could
result in a substantial financial impact to Navient and it could be
more difficult for the company to win new student loan servicing
and collection contracts and renew existing contracts while the
lawsuits remain outstanding.  Also, approximately
$6.5 billion of unsecured debt will mature in 2018–2020,
including about $1.9 billion in June 2018, followed by $1.2 billion
in January 2019.  Excluding any impact of recent litigation, S&P
expects Navient will generate at least $1.5 billion per year in
cash from operations and will maintain on-balance-sheet cash
sufficient to cover all unsecured debt maturing in 2017.
Furthermore, S&P expects the company to maintain a risk-adjusted
capital (RAC) ratio over 8.0%, excluding any impact of recent
litigation.


NES RENTALS: S&P Puts 'B' CCR on CreditWatch Positive
-----------------------------------------------------
S&P Global Ratings said that it has placed its 'B' corporate credit
rating on NES Rentals Holdings Inc. on CreditWatch with positive
implications.

S&P did not place its 'B-' issue-level rating on the company's
senior secured notes on CreditWatch because S&P expects that the
lenders will be paid in full due to the change-of-control provision
in NES Rental's debt indenture.

"The CreditWatch positive placement follows United Rentals'
announcement that it has entered into a definitive agreement to
acquire NES Rentals Holdings Inc. in a transaction valued at
$965 million in cash," said S&P Global credit analyst Tyrell
Peebles.  The transaction--which S&P expects will close in the
second quarter of 2017--is subject to customary closing conditions,
including regulatory approval.  Upon the completion of the
transaction, NES will become part of the financially stronger
United Rentals.

S&P expects to resolve the CreditWatch listing when the transaction
closes, at which time S&P will likely raise its corporate credit
rating on NES to equalize it with its corporate credit rating on
United Rentals.  S&P would then likely withdraw all of S&P's
ratings on NES.

Alternatively, if the transaction is not completed, S&P will review
its ratings on NES.  S&P would then most likely affirm the ratings,
remove them from CreditWatch, and assign a stable outlook.


NEVADA GAMING: Committee Taps Brinkman Portillo as Legal Counsel
----------------------------------------------------------------
The official committee of unsecured creditors of Nevada Gaming
Partners LLC seeks approval from the U.S. Bankruptcy Court in
Nevada to hire legal counsel.

The committee proposes to hire Brinkman Portillo Ronk, APC to give
legal advice regarding its duties under the Bankruptcy Code,
investigate the Debtor's operations and financial condition,
participate in the formulation of a bankruptcy plan, and provide
other legal services.

The hourly rates charged by the firm are:

     Daren Brinkman        $575
     Laura Portillo        $495
     Kevin Ronk            $390
     Kelsi Hunt            $290
     Paralegals     $100 - $180
     Law Clerks     $100 - $180

Brinkman attests that it is a "disinterested person" as defined in
section 101(14) of the Bankruptcy Code, according to court
filings.

The firm can be reached through:

     Laura J. Portillo, Esq.
     Brinkman Portillo Ronk, APC
     8275 S. Eastern Avenue, Suite 200
     Las Vegas, NV 89123-2545
     Tel: (702) 598-1776
     Email: firm@brinkmanlaw.com

          -- and --

     Daren R. Brinkman, Esq.
     Laura J. Portillo, Esq.
     Kevin C. Ronk, Esq.
     Brinkman Portillo Ronk, APC
     4333 Park Terrace Drive, Suite 205
     Westlake Village, CA 91361
     Tel: (818) 597-2992
     Fax: (818) 597-2998
     Email: firm@brinkmanlaw.com

                  About Nevada Gaming Partners

Headquartered in Las Vegas, Nevada, Nevada Gaming Partners, LLC, is
a gaming company that focuses on slot route operations, casino
operations and refurbishment of slot machines.  The Debtor operated
429 slot machines throughout the State of Nevada via its Slot
Routes as of the bankruptcy filing date.  The Company does business
as Nevada Gaming Partners Management II, LLC, Nevada Gaming
Centers, Nevada Gaming Partners Management II, Sarah's Kitchen,
Nevada Gaming Partners, Evolve Gaming Management and Klondike
Sunset Casino.

Nevada Gaming filed a Chapter 11 bankruptcy petition (Bankr. D.
Nev. Case No. 16-15521) on Oct. 12, 2016.  The petition was signed
by Bruce Familian, manager.  The Debtor estimated $1 million to $10
million in both assets and liabilities.

Judge Laurel E. Davis presides over the case.  The Debtor is
represented by Brett A. Axelrod, Esq., and Micaela Rustia Moore,
Esq., at Fox Rothschild LLP.  Henry & Horne, LLP serves as the
Debtor's financial advisor.

On January 12, 2017, the Office of the U.S. Trustee appointed an
official committee of unsecured creditors.


NEW COUNTRY WIRELESS: Court Allows Use of Northern Bank Cash
-------------------------------------------------------------
Judge  Christopher J. Panos of the U.S. Bankruptcy Court for the
District of Massachusetts authorized New Country Wireless, LLC to
use cash collateral pursuant to the Stipulation between the Debtor
and Northern Bank & Trust Company.

Northern Bank asserts a first priority perfected security interest
in and to the Debtor's personal property including, without
limitation, all accounts, inventory, fixtures, general intangibles,
goods, equipment, patents, and trademarks, as set forth in the Loan
Documents, to secure repayment of the Debtor's obligations to
Northern Bank.  The Debtor is liable to Northern Bank in the
principal amount of $1,311,180, accrued interest of $1,392 and loan
fees of $110,778.

Judge  Panos approved the Debtor's Budget which indicates total
disbursements in the amount of $438,570 in order to meet the
Debtor's expenses incidental to its operations from January 2, 2017
through March 27, 2017.

Northern Bank was granted a security interest to the extent of any
diminution in the value of the Northern Bank's collateral in all of
the Debtor's post-petition assets other than Datascape Funds,
including, but not limited to, accounts, inventory, equipment,
general intangibles, and goods, motor vehicles, real estate, and
leasehold interest as well as all products and proceeds thereof
with the same priority as may exist with respect to Northern Bank's
unavoidable pre-petition liens in respect of the Collateral.

Northern Bank was also granted a claim, to the extent the
collateral used by the Debtor less any reduction in the
Pre-Petition Indebtedness exceeds the value of the Post-Petition
Collateral, in the amount of the Post-Petition Shortfall which will
have priority over all other claims, with the sole exception of
quarterly fees due to the U.S. Trustee and with respect to any
proceeds of any cause of action recovered pursuant to Chapter 5 of
the Bankruptcy Code.

The Debtor's right to use the cash Collateral will terminate on the
earliest of:

     (a) March 31, 2017;

     (b) the Debtor's failure to maintain all necessary insurance;
or

     (c) the occurrence of any of these termination event:

          (1) The material breach by the Debtor of any of the
terms, conditions, or covenants of the Stipulation;

          (2) If, commencing week ending January 23, 2017 as shown
on the Budget, and continuing for each week thereafter, the
Debtor's actual weekly sales on a cumulative basis are less than
80% of the projected weekly sales on a cumulative basis;

          (3) The Debtor will not suffer a loss on an accrual basis
during any month as measured by the profit and loss statement
provided by the Debtor to Northern Bank pursuant to this
Stipulation;

          (4) The filing of an objection to Northern Bank's Claim
or the filing by the Debtor of a complaint against Northern Bank
concerning the Pre-Petition Indebtedness in the Bankruptcy Court;

          (5) If the Debtor conducts any sales or discounts any
inventory out of the ordinary course of its business;

          (6) The cancellation or termination of the Debtor's
agreements with Amcomm;

          (7) The return by the Debtor of any material portion of
the Debtor's inventory without the prior written consent of
Northern Bank;

          (8) The appointment of a Trustee for the Debtor pursuant
to the Bankruptcy Code;

          (9) The conversion of the Debtor's Case to a case under
Chapter 7 of the Bankruptcy Code;

          (10) The dismissal of the Debtor's Case;

          (11) The appointment of an examiner with any of the
powers of a Trustee for the Debtor; or

          (12) The allowance of a Motion for Relief from the
Automatic Stay allowing a creditor of the Debtor to foreclose upon
any material asset of the Debtor.

The Debtor was directed to file any further proposed budget and
form of order for the continued use of cash collateral with the
Court on or before March 22, 2017.

The Court will hold a hearing on the continued use of cash
collateral on March 30, 2017 at 2:00 p.m. The deadline for the
filing of objections to the continued use of cash collateral is set
on March 27, 2017.

A full-text copy of the Stipulation and Order, dated January 24,
2017, is available at https://is.gd/pgXMYq

                 About New Country Wireless

New Country Wireless, LLC filed a Chapter 11 petition (Bankr. D.
Mass. Case No. 16-42199), on December 26, 2016.  The petition was
signed by Charbal M. Yousef, president, manager.  The case is
assigned to Judge Christopher J. Panos.  At the time of filing, the
Debtor estimated assets and liabilities at $1 million to $10
million each.

The Debtor is represented by Jonathan Horne, Esq., at Murtha
Cullina LLP.  The Debtor retained Nicholas B. Carter, Esq. at Todd
& Weld LLP as its special counsel.


NEW COUNTRY WIRELESS: Hires Verdolino & Lowey as Fin'l Advisors
---------------------------------------------------------------
New Country Wireless, LLC seeks authorization from the U.S.
Bankruptcy Court for the District of Massachusetts to employ
Verdolino & Lowey, PC as accountants and financial advisors.

The Debtor requires V&L to:

      a. assist the Debtor with accounting and accounting system
matters;

      b. assist the Debtor with preparation and monitoring of
ongoing weekly operating cash flow projections;

      c. assist the Debtor with preparation of its schedules and
statement of financial affairs;

      d. assist the Debtor to prepare, review and analyze Monthly
Operating Reports;

      e. assist the Debtor to prepare and/or review its federal and
state income tax, payroll tax, and sales and use tax returns;

      f. assist the Debtor to review, reconcile, analyze, and, if
necessary, object to proofs of claim;

      g. assist with Claims analysis, reconciliation and objection,
if necessary;

      h. assist with Disclosure Statement and Plan matters
including, but not limited to, projections and liquidation and tax
analyses;

      i. assist with responding to inquiries from interested
parties as directed by the Debtor or Debtor’s Counsel; and

      j. assist the Debtor with other tasks that the Debtor may
require and reasonably request, but only to the extent such efforts
are not duplicative of the efforts of other professionals employed
by the Debtor.

V&L will be paid at these hourly rates:

       Principals               $455
       Managers                 $245-$395
       Staff                    $215-$375
       Bookkeepers              $185-$225
       Clerical                 $90

V&L will also be reimbursed for reasonable out-of-pocket expenses
incurred.

Craig R. Jalbert, principal of the accounting firm of Verdolino &
Lowey, PC, assured the Court that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code and does not represent any interest adverse to the Debtor and
its estates.

V&L may be reached at:

      Craig R. Jalbert
      Verdolino & Lowey, PC
      124 Washington Street
      Foxborough, MA 02035
      Phone: 508-543-1720
      Fax: 508-543-4114
      Email: cjalbert@vlpc.com

                 About New Country Wireless

New Country Wireless, LLC filed a Chapter 11 petition (Bankr. D.
Mass. Case No. 16-42199), on December 26, 2016.  The petition was
signed by Charbal M. Yousef, president, manager.  The case is
assigned to Judge Christopher J. Panos.  The Debtor is represented
by Jonathan Horne, Esq., at Murtha Cullina LLP.  At the time of
filing, the Debtor had estimated assets and liabilities at $1
million to $10 million each.



NIELSEN COMPANY: Moody's Rates New $500MM Sr. Unsec. Notes B1
-------------------------------------------------------------
Moody's Investors Service has assigned a B1 rating to the proposed
$500 million senior unsecured notes to be issued by The Nielsen
Company (Luxembourg) S.a.r.l., an indirect subsidiary of Nielsen
Holdings plc. Proceeds are expected to be used for general
corporate purposes, including to partially fund the $560 million
purchase price for the acquisition of Gracenote from Tribune Media
Company. Concurrent with this rating action, Moody's affirmed
Nielsen's Ba3 Corporate Family Rating (CFR), Ba3-PD Probability of
Default Rating and SGL-1 Speculative Grade Liquidity Rating, as
well as the Ba1 rating on the senior secured bank credit facilities
at Nielsen Finance LLC) and B1 rating on the existing senior
unsecured notes at Nielsen Finance and The Nielsen Company
(Luxembourg) S.a.r.l.. The rating outlook was changed to stable
from positive.

A summary of rating actions:

Ratings Assigned:

Issuer: The Nielsen Company (Luxembourg) S.à.r.l.

$500 Million Backed Senior Unsecured Notes due 2025 -- B1 (LGD-5)

Ratings Affirmed:

Issuer: Nielsen Holdings plc

Corporate Family Rating -- Ba3

Probability of Default Rating -- Ba3-PD

Speculative Grade Liquidity Rating -- SGL-1

Issuer: Nielsen Finance LLC

$575 Million Senior Secured Revolving Credit Facility due 2019 --
Ba1 (LGD-2)

$1,773 Million Senior Secured Term Loan due 2019 -- Ba1 (LGD-2)

EUR380 Million (approximately US$425 Million) Senior Secured Euro
Term Loan B-2 due 2021 -- Ba1 (LGD-2)

$1,900 Million Senior Secured Term Loan B-3 due 2023 -- Ba1
(LGD-2)

$800 Million 4.5% Senior Unsecured Notes due 2020 -- B1 (LGD-5)

$2,300 Million 5.0% Senior Unsecured Notes due 2022 -- B1 (LGD-5)

Issuer: The Nielsen Company (Luxembourg) S.à.r.l.

$625 Million 5.5% Senior Unsecured Notes due 2021 -- B1 (LGD-5)

Outlook Actions:

Issuer: Nielsen Holdings plc

-- Outlook, Changed to Stable from Positive

Issuer: Nielsen Finance LLC

-- Outlook, Changed to Stable from Positive

Issuer: The Nielsen Company (Luxembourg) S.à.r.l.

-- Outlook, Changed to Stable from Positive

The assigned rating is subject to review of final documentation and
no material change in the size, terms and conditions of the
transaction as advised to Moody's.

RATINGS RATIONALE

The outlook revision to stable from positive reflects Nielsen's
increase in financial leverage resulting from the incremental debt
and Moody's expectation that leverage will remain in the 4.4x-4.7x
range (Moody's adjusted) over the rating horizon. Pro forma for the
new notes issuance, total debt to EBITDA increases to 4.7x from
4.5x (as of LTM September 30, 2016) on a Moody's adjusted basis.
The outlook change also reflects Gracenote's lower EBITDA margin
profile relative to Nielsen's, which Moody's estimate will result
in an approximate 30-50bps reduction in the combined company's pro
forma EBITDA margin (before synergies are realized). Moody's
believe it will take an extended time to restore credit metrics,
including leverage and free cash flow ratios, to levels appropriate
for consideration to a higher rating category.

In addition, Moody's expect Nielsen to continue making investments
to improve its Total Audience Measurement product to compete
effectively against other players that have launched cross-platform
measurement systems and to restore customers' confidence that its
products are accurately capturing audience viewership across all
screens, including the major OTT services. The outlook revision
acknowledges Nielsen's investment spend to address clients'
concerns, while also positioning the company to achieve its
long-term goal of expanding revenue at a mid-single digit pace and
increasing EBITDA margins by 50bps. Moody's expect cash
restructuring charges to increase this year as the company remaps
its business, reallocates resources by shifting capital to more
growth-oriented areas and exits non-core services.

Nielsen's Ba3 CFR reflects Moody's views that the company will
maintain its leading international positions in the measurement and
analysis of consumer purchasing behavior as well as in providing
media and marketing information given protection from high entry
barriers. Revenue is supported by long-standing contractual
relationships with consumer product companies, media and
advertisers, and benefits from Nielsen's status as a source of
independent benchmark information. Moody's expect the company will
maintain its track record of delivering low-to-mid single digit
percentage revenue and EBITDA growth on a constant currency basis.

Ratings incorporate the challenging operating environment in
Nielsen's `Buy' division due to cyclical spending shifts by clients
as well as exposure, particularly in the `Watch' division, to a
more competitive landscape in rapidly growing digital markets.
Risks include the potential for new technologies to change consumer
buying habits and advertising/marketing delivery channels. Moody's
believe Nielsen is positioning itself to respond to new media
channels by broadening its product and service offerings, including
its Total Audience Measurement product, which provides a
single-sourced platform to measure viewing across multiple screens
including linear TV, VOD, DVR, internet-connected TVs and devices,
PCs, smartphones and tablets. Additionally, the Gracenote
acquisition, which provides music and video metadata and content
recognition technology, is expected to help Nielsen enhance its
digital measurement capabilities.

Debt ratings reflect the company's moderately high leverage and
likely increases in dividend payouts as earnings grow. While
Moody's expect share buybacks to retreat this year from the $568
million of common shares purchased at LTM September 30, 2016,
Nielsen's historic increases in quarterly dividends (approximately
$450 million annual payout) and share repurchases have consumed
cash that could otherwise be used to reduce debt or fund
acquisitions.

What Could Change the Rating -- Up

An upgrade would require steady and growing earnings performance
paired with deleveraging such that total debt to EBITDA approaches
4x (Moody's adjusted) and free cash flow generation is meaningful
on a sustained basis. Moody's would also need to be comfortable
that Nielsen has the willingness and capacity to consistently
improve credit metrics after incorporating potential acquisitions
or share repurchases. Finally, Nielsen would need to maintain at
least good liquidity.

What Could Change the Rating -- Down

Ratings could be downgraded if total debt to EBITDA were to exceed
5x (Moody's adjusted) or free cash flow generation were to weaken
due to deterioration in operating performance, acquisitions with
weaker credit metrics or rising shareholder distributions. Ratings
pressure could occur if Nielsen continues to adopt more aggressive
financial policies (e.g., debt-financed distributions, share
repurchases or acquisitions) that result in higher leverage or
delayed future deleveraging. Deterioration in liquidity could also
create downward ratings pressure.

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

Nielsen Holdings plc, founded in 1923 and headquartered in Oxford,
England and New York, NY, is a global provider of consumer
information and measurement that operates in more than 100
countries. Nielsen's Buy segment (53% of LTM September 30, 2016
reported net revenue) provides retail measurement and consumer
panel measurement services as well as consumer intelligence and
analytical services for clients. The Watch segment (47%) provides
viewership and listenership data and analytics across television,
radio, online and mobile devices for the media and advertising
industries. Nielsen is publicly traded and shares are widely-held.
Net revenue totaled $6.3 billion for the twelve months ended
September 30, 2016.


NIELSEN HOLDINGS: S&P Puts 'BB+' CCR on CreditWatch Negative
------------------------------------------------------------
S&P Global Ratings said that it placed its 'BB+' corporate credit
rating on Nielsen Holdings PLC and its 'BB+' issue-level rating on
the company's senior unsecured debt on CreditWatch with negative
implications.  S&P's 'BBB-' issue-level rating on Nielsen's senior
secured bank debt is unaffected by this action.

At the same time, S&P assigned its 'BB+' issue-level and '4'
recovery ratings to The Nielsen Co. (Luxembourg) S.ar.l.'s proposed
$500 million senior unsecured notes due 2025 and placed the ratings
on CreditWatch negative.  Nielsen Co. is a wholly owned subsidiary
of Nielsen.

S&P also revised its recovery rating on Nielsen's senior unsecured
debt to '4' from '3' due to the lower recovery prospects.  The
'BB+' issue-level rating on the debt is unchanged.  The '4'
recovery rating indicates S&P's expectation for average recovery
(30%-50%; lower half of the range) of principal for debtholders in
the event of a payment default.

Nielsen will use the proceeds from the proposed debt for general
corporate purposes, including to partially finance its acquisition
of Gracenote ($560 million) in the first quarter of 2017.

"The rating actions reflect Nielsen's persistently elevated
leverage levels, which are above our threshold for the 'BB+'
corporate credit rating," said S&P Global Ratings' credit analyst
Naveen Sarma.  Since 2015, the company has maintained an aggressive
financial policy, making debt-funded acquisitions and returning
sizable cash to shareholders through both share repurchases and
dividends.  As a result, its adjusted leverage has remained
persistently above 4x (and was 4.4x as of Sept. 30, 2016).
Nielsen's pending acquisition of Gracenote, which S&P expects the
company to fund through a combination of incremental debt and cash
on hand, will push its leverage to above 4.5x (based on its Sept.
30, 2016, financials).  Nielsen has the means to reduce its
leverage to the low-4x area through EBITDA growth and debt
repayment from free cash flow.  However, the company isn't
committed, in S&P's view, to reducing, and then maintaining,
leverage at this lower level.

"In resolving the CreditWatch placement, we expect to meet with the
company's senior management to assess its tolerance for leverage
and its commitment to the 'BB+' corporate credit rating," said Mr.
Sarma.  "As part of this process, we expect to reassess the
appropriate leverage threshold for the 'BB+' rating, based on the
company's business risk profile."


NOBLE ACADEMY: S&P Affirms 'BB+' Rating on $20.5MM Revenue Bonds
----------------------------------------------------------------
S&P Global Ratings revised its outlook to stable from negative and
affirmed its 'BB+' rating on Hugo, Minn.'s approximately
$20.5 million series 2014A and 2014B lease-revenue bonds supported
by CS Property Noble LLC and issued for Noble Academy.

"The stable outlook reflects our view of Noble's return to stable
operations in fiscal 2016 and a surplus budgeted for fiscal 2017,"
said S&P Global Ratings credit analyst Kaiti Wang.

Noble Academy is a Minnesota tuition-free, public, K-8 charter
school serving students from all parts of the metropolitan
Minneapolis area.


NORDICA SOHO: Has Until March 31 to Solicit Acceptances to Plan
---------------------------------------------------------------
Judge Shelley C. Chapman of the U.S. Bankruptcy Court for the
Southern District of New York extended Nordica Soho LLC's exclusive
period for soliciting acceptances to its plan of reorganization
from December 23, 2016 to March 31, 2017.

As previously reported in the Troubled Company Reporter, the Debtor
filed a Chapter 11 plan of reorganization, together with an
accompanying disclosure statement, on September 26, 2016, within
the exclusive plan filing period.  According to the Debtor, without
the requested extension, the exclusive period within which only the
Debtor can solicit acceptances to its Plan, had already expired on
December 23.

Under the Plan, the Debtor will sell its principal asset consisting
of two parcels of real property located at 182-182 Spring Street,
New York, New York, and then distribute the net proceeds of sale to
the holders of allowed claims based upon the priority scheme
established under the Bankruptcy Code.

However, the Debtor would still be filing an application to retain
Maltz Auctions, Inc. to market its Property and conduct an auction
sale in early February 2017, under bidding procedures that have
been negotiated between the Debtor and its first mortgage lienor.
In addition, a combined hearing on approval of the Disclosure
Statement and confirmation of the Plan has been scheduled for
February 21, 2017.

               About Nordica Soho LLC.

Nordica Soho LLC, based in New York, NY, filed a Chapter 11
petition (Bankr. S.D.N.Y. Case No. 16-11856) on June 28, 2016. The
petition was signed by Nanci Hom and Harry Shapiro, co-managers.
The Hon. Shelley C. Chapman presides over the case.  In its
petition, the Debtor estimated $10 million to $50 million in assets
and $10 million to $50 million in liabilities.

Kevin J. Nash, Esq., at Goldberg Weprin Finkel Goldstein LLP,
serves as bankruptcy counsel.  The Debtor employed Holliday
Fenoglio Fowler, LLP as real estate broker.

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



NORTH CENTRAL FLORIDA YMCA: Can Use Cash on Interim Basis
---------------------------------------------------------
Judge Karen K. Specie of the U.S. Bankruptcy Court of the Northern
District of Florida authorized The North Central Florida YMCA,
Inc., to use cash collateral on an interim basis.

The Debtor is authorized to use cash collateral to pay:

     (a) amounts expressly authorized by this Court, including
payments to the United States Trustee for quarterly fees;

     (b) the current and necessary expenses as set forth by the
Court which are limited to wages for employees, utilities,
insurance, taxes, and such additional amounts as may be expressly
approved by Secured Creditor Wells Fargo Bank, N.A.

Each Secured Creditor with a security interest in the cash
collateral is granted a perfected postpetition lien against the
cash collateral to the same extent and with the same validity and
priority as the prepetition lien.

A full-text copy of the Interim Order, dated Jan. 23, 2017, is
available at
http://bankrupt.com/misc/NorthCentralFloridaYMCA2016_1610293kks_35.pdf

              About The North Central Florida YMCA

The North Central Florida YMCA, Inc., based in Gainesville, FL,
filed a Chapter 11 petition (Bankr. N.D. Fla. Case No. 16-10293) on
Dec. 14, 2016.  The petition was signed by Michele F. Martin,
vice-chair.  The Debtor is represented by Michele Martin, Esq., at
Pastore & Dailey, LLC.  The case is assigned to Judge Karen K.
Specie.  The Debtor disclosed $3.49 million in assets and $4.30
million in liabilities.


NORTHERN OIL: BlackRock Reports 9.2% Equity Stake as of Dec. 31
---------------------------------------------------------------
In an amended Schedule 13G filed with the Securities and Exchange
Commission, BlackRock, Inc. disclosed that as of Dec. 31, 2016, it
beneficially owns 5,787,330 shares of common stock of Northern Oil
and Gas Inc. representing 9.2 percent of the shares outstanding.  
A full-text copy of the regulatory filing is available at:

                     https://is.gd/QgeqUo

                       About Northern Oil

Northern Oil and Gas, Inc. -- http://www.NorthernOil.com/-- is an  

exploration and production company with a core area of focus in the
Williston Basin Bakken and Three Forks play in North Dakota and
Montana.
  
Northern Oil reported a net loss of $975 million in 2015 following
net income of $164 million in 2014.  As of Sept. 30, 2016, Northern
Oil had $410.4 million in total assets, $886.4 million in total
liabilities, and a total stockholders' deficit of $476.1 million.

                            *     *     *

As reported by the TCR on Sept. 1, 2016, S&P Global Ratings lowered
its corporate credit rating on U.S.-based oil and gas E&P company
Northern Oil and Gas Inc. to 'CCC' from 'CCC+'.  The outlook is
negative.  "The downgrade follows the announcement by the company
that it has retained financial advisors Tudor, Pickering, Holt &
Co. to help it review strategic alternatives," said S&P Global
Ratings credit analyst Brian Garcia.  "We believe this increases
the likelihood the company could engage in a transaction we would
view as a distressed exchange, where holders of the company's
unsecured debt could receive less than the promised value," he
added.  As reported by the TCR on March 24, 2016, Moody's Investors
Service downgraded Northern Oil and Gas, Inc's Corporate Family
Rating to Caa2 from B3, Probability of Default Rating to Caa2-PD
from B3-PD, and the ratings on its senior unsecured notes to Caa3
from Caa1.  At the same time, Moody's lowered the Speculative Grade
Liquidity (SGL) rating to SGL-4 from SGL-3.  This concludes the
ratings review commenced on Jan. 21, 2016.  The ratings outlook is
negative.

"Weak oil and natural gas prices will diminish NOG's cash flows in
2017, when it no longer benefits from commodity price hedges,"
stated James Wilkins, a Moody's vice president.  "Leverage will
increase sharply and credit metrics will deteriorate."

Northern Oil carries a 'Caa2' corporate family rating from Moody's
Investors Service.


NORTHWEST PEDIATRIC: Unsecureds to Recover 100% Over 5 Years
------------------------------------------------------------
Northwest Pediatric Services S.C., dba Kid Care Medical S.C., filed
with the U.S. Bankruptcy Court for the Northern District of
Illinois a disclosure statement referring to the Debtor's plan of
reorganization.

The Plan contemplates paying 100% of all debts.

Class 8 general unsecured claims will be paid quarterly 100% over a
period of 60 months starting 90 days after the Effective Date.
Class 8 is impaired because all members of this class will be paid
100% of their claims, but without interest.

Upon confirmation of the Plan, the Debtor will be revested with its
assets, subject only to the terms and conditions of the Plan.  The
Debtor will be entitled to continue to operate and manage its
business and financial affairs without further court order.
Payments to creditors pursuant to the Plan will be made from
existing cash and from funds from continued business operations.
Distributions under the Plan will be made from future operations.

The Disclosure Statement is available at:

             http://bankrupt.com/misc/ilnb16-09373-77.pdf

               About Northwest Pediatric Services  

Headquartered in Elgin, Illinois, Northwest Pediatric Services S.C.
dba Kid Care Medical S.C. filed for Chapter 11 bankruptcy
protection (Bankr. N.D. Ill. Case No. 16-09373) on March 18, 2016,
estimating its assets at between $100,000 and $500,000 and its
liabilities at between $1 million and $10 million.  The petition
was signed by Orawan Sukavachana, M.D., president.  Judge
Jacqueline P. Cox presides over the case.  Scott R Clar, Esq., at
Crane, Heyman, Simon, Welch & Clar serves as the Debtor's
bankruptcy counsel.

On Feb. 29, 2012, the Debtor filed for Chapter 11 bankruptcy
protection (Bankr. N.D. Ill. Case No. 12-07777).  On May 22, 2013,
the Debtor confirmed its Third Plan of Reorganization.  IRS and IDR
were secured and priority unsecured creditors in the previous
Chapter 11 case.  Under the terms of the Plan, IRS and IDR were to
be given 20 payments over a five-year period.  Each payment to the
IRS was to be approximately $138,000.


OFF THE BOAT: Can Continue Using Cash Collateral Until April 30
---------------------------------------------------------------
Judge Melvin S. Hoffman the U.S. Bankruptcy for the District of
Massachusetts authorized Off The Boat, Inc. to continue using cash
collateral through April 30, 2017 on the same terms and conditions
as previously allowed.

Judge Hoffman directed the Counsel to the Debtor to file and serve
a proposed form of Order, including the revised budget, to
msh@mab.uscourts.gov by the close of business on January 23, 2017.


A full-text copy of the Order, dated January 19, 2017, is available
at https://is.gd/hskEcz

             About Off The Boat, Incorporated

Off The Boat, Incorporated filed a Chapter 11 petition (Bankr. D.
Mass. Case No. 16-14841), on on December 27, 2016.  The Petition
was signed by Antonietta G. D'Amelio, President.  At the time of
filing, the Debtor estimated assets at $0 to $50,000 and
liabilities at $50,000 to $100,000.

The Debtor is represented by John F. Sommerstein, Esq., at the Law
Office of John F. Sommerstein.


OFF THE BOAT: Can Use Everett Cooperative Bank Cash Until Apr. 30
-----------------------------------------------------------------
Judge Melvin S. Hoffman of the U.S. Bankruptcy Court for the
District of Massachusetts authorized Off the Boat, Inc., to use
Everett Cooperative Bank's cash collateral through April 30, 2017.

Judge Hoffman acknowledged that the Debtor's use of cash collateral
is necessary in order to preserve the value of the Debtor's
bankruptcy estate.

The approved Budget for the period Jan. 1, 2017 through Jan. 31,
2017, provides for total expenses in the amount of $3,300.

Everett Cooperative Bank is granted a replacement lien on the same
types of postpetition property of the estate against which Everett
Cooperative Bank held the lien as of Dec. 27, 2016.

The Debtor is directed to file with the Court reconciliations of
budgeted to actual receipts and disbursements for each month on or
before the 15th day of the following month, for so long as it is
authorized to use cash collateral.

A further hearing on the use of cash collateral is scheduled on
April 25, 2017 at 10:15 a.m.

A full-text copy of the Order, dated Jan. 23, 2017, is available at

http://bankrupt.com/misc/OfftheBoat2016_1614841_45.pdf

                      About Off the Boat

Off The Boat, Incorporated filed a Chapter 11 petition (Bankr. D.
Mass. Case No. 16-14841), on on Dec. 27, 2016.  The petition was
signed by Antonietta G. D'Amelio, president.  The Debtor is
represented by John F. Sommerstein, Esq. at the Law Office of John
F. Sommerstein.  The Debtor estimated assets at $0 to $50,000 and
liabilities at $50,001 to $100,000 at the time of the filing.


OLIVE BRANCH: Can Use Cash Collateral Through Jan. 31
-----------------------------------------------------
Judge Bruce A. Harwood of the U.S. Bankruptcy Court for the
District of New Hampshire authorized Olive Branch Real Estate
Development, LLC to use cash collateral through Jan. 31, 2017.

Secured Co-Lenders, Louis A. Porrazzo and James Bascom, were
granted a security interest in all of the Debtor's postpetition
assets of the same kinds, nature and type as the cash collateral
related to 832 Route 3, Holderness, New Hampshire in which it held
valid and enforceable, perfected security interests prior to the
Petition Date.

Judge Harwood acknowledged that an immediate and ongoing need
exists for the Debtor to utilize cash collateral to continue the
operation of the business of the Debtor, to minimize the disruption
of the Debtor as a going concern, and to reassure the Debtor's
creditors of the Debtor's continued viability.

The Debtor will be allowed to pay out of the cash collateral any
quarterly fees due and outstanding to the Office of the United
States Trustee and said fees will be added to and made part of the
Debtor's budget.

The Debtor was directed to pay Mr. Porrazzo and Mr. Bascom monthly
mortgage payments of $1,450, beginning on November 1, 2016.

Mr. Porrazzo and Mr. Bascom were granted replacement liens in and
to all post-petition property of the estate of the same type
against which they held validly perfected and non-avoidable liens
and security interests as of the Petition Date.

A full-text copy of the Order, dated Jan. 23, 2017, is available at

http://bankrupt.com/misc/OliveBranch2016_1611444bah_76.pdf

         About Olive Branch Real Estate Development

Olive Branch Real Estate Development, LLC, is a real estate
development company with a principal address of 832 Route 3, Unit
#1, Holderness, New Hampshire.  It is owned and operated by Gerard
M. Healey.  The business has been in operation since 2011.

Olive Branch filed a Chapter 11 petition (Bankr. D.N.H. Case No.
16-11444) on Oct. 13, 2016.  The petition was signed by Gerard M.
Healey, managing member.  The Debtor is represented by S. William
Dahar II, Esq., at Victor W. Dahar, P.A.  At the time of filing,
the Debtor estimated assets at $0 to $50,000 and liabilities at
$100,000 to $500,000.


OLIVE BRANCH: Seeks to Use Cash Collateral Through March 31
-----------------------------------------------------------
Olive Branch Real Estate Development LLC asks the U.S. Bankruptcy
Court for the District of New Hampshire for authorization to use
cash collateral through March 31, 2017.   

The Debtor says it needs the use of the cash collateral from the
rent it received to pay its postpetition obligations, specifically,
to satisfy necessary mortgage payments, utility, insurances, taxes
and monthly expenses.  The Debtor's 60-day operating budget sets
forth, among other things, cash disbursements of $3,300 per month
for the period February 1, 2017 through March 31, 2017, with regard
to its Holderness property.

The Debtor believes that only Louis A. Porrazzo and James Bascom
have a security interest in cash collateral.  The Debtor is not
current on its monthly mortgage payment to secured co-lenders, Mr.
Porrazzo and Mr. Bascom, however, Mr. Porrazzo and Mr. Bascom are
working with the Debtor.

The Debtor proposes to grant Mr. Porrazzo and Mr. Bascom with a
replacement lien on the estate's post-petition accounts receivable
and the cash proceeds thereof, which will have the same priority,
validity, and enforceability as such existing lien on the
Pre-Petition Cash Collateral, but will only be recognized to the
extent of the diminution in value, if any, of the Pre-Petition Cash
Collateral resulting from the Debtor's use of cash collateral
during the Budget Period.

The Debtor anticipates to file its Chapter 11 Plan of
Reorganization and Disclosure Statement on or before February 28,
2017 which will address any proposed changes in cash collateral
use.

A full-text copy of the Debtor's Motion, dated January 19, 2017, is
available at https://is.gd/1PwV4Y

A copy of the Debtor's Budget, dated January 19, 2017, is available
at https://is.gd/J98hRX


          About Olive Branch Real Estate Development

Olive Branch Real Estate Development, LLC, is a real estate
development company with a principal address of 832 Route 3, Unit
#1, Holderness, New Hampshire.  It is owned and operated by Gerard
M. Healey.  The business has been in operation since 2011.

Olive Branch filed a Chapter 11 petition (Bankr. D.N.H. Case No.
16-11444) on Oct. 13, 2016.  The petition was signed by Gerard M.
Healey, managing member.  The Debtor is represented by S. William
Dahar II, Esq., at Victor W. Dahar, P.A.  At the time of filing,
the Debtor estimated assets at $0 to $50,000 in estimated assets
and liabilities at $100,000 to $500,000.


OMEROS CORP: BlackRock Reports 7.5% Equity Stake as of Dec. 31
--------------------------------------------------------------
BlackRock, Inc. disclosed in an amended Schedule 13G filed with the
Securities and Exchange Commission that as of Dec. 31, 2016, it
beneficially owns 3,234,999 shares of common stock of Omeros Inc.
representing 7.5 percent of the shares outstanding.  A full-text
copy of the regulatory filing is available for free at:

                    https://is.gd/ukVyK2

                     About Omeros Corp

Omeros Corporation is a biopharmaceutical company committed to
discovering, developing and commercializing both small-molecule and
protein therapeutics for large-market as well as orphan indications
targeting inflammation, coagulopathies and disorders of the central
nervous system.

Omeros reported a net loss of $75.09 million in 2015, a net loss of
$73.67 million in 2014 and a net loss of $39.79 million in 2013.

As of Sept. 30, 2016, Omeros had $72.76 million in total assets,
$95.53 million in total liabilities and a total shareholders'
deficit of $22.77 million.

Ernst & Young LLP, in Seattle, Washington, issued a "going concern"
qualification on the consolidated financial statements for the year
ended Dec. 31, 2015, citing that the Company has recurring losses
from operations and has a net capital deficiency that raise
substantial doubt about its ability to continue as a going concern.


ONCOLOGY INSTITUTE: Taps Gonzalez-Cordero as Legal Counsel
----------------------------------------------------------
Oncology Institute of Puerto Rico, P.S.C. seeks approval from the
U.S. Bankruptcy Court in Puerto Rico to hire legal counsel in
connection with its Chapter 11 case.

The Debtor proposes to hire Nilda Gonzalez-Cordero, Esq., to give
legal advice regarding its duties under the Bankruptcy Code,
negotiate with creditors on the formulation of a bankruptcy plan or
liquidation of its assets, and provide other legal services.

Ms. Gonzalez-Cordero will be paid an hourly rate of $250 while
paralegals will be paid $75 per hour.

In a court filing, Ms. Gonzalez-Cordero disclosed that she is a
"disinterested person" as defined in section 101(14) of the
Bankruptcy Code.

Ms. Gonzalez-Cordero maintains an office at:

     Nilda Gonzalez-Cordero, Esq.
     P.O. Box 3389
     Guaynabo, PR 00970
     Tel: (787)721-3437 / (787)724-2480
     Email: ngonzalezc@ngclawpr.com

            About Oncology Institute of Puerto Rico

Oncology Institute of Puerto Rico, P.S.C., a health care business,
sought protection under Chapter 11 of the Bankruptcy Code (Bankr.
D. P.R. Case No. 17-00212) on January 18, 2017.  At the time of the
filing, the Debtor estimated assets and liabilities of less than
$500,000.


OSBORN RESTAURANT: Taps James F. Kahn as Legal Counsel
------------------------------------------------------
Osborn Restaurant Holdings LLC seeks approval from the U.S.
Bankruptcy Court for the District of Arizona to hire legal
counsel.

The Debtor proposes to hire Bankruptcy Legal Center James F. Kahn,
P.C. to give legal advice regarding its duties under the Bankruptcy
Code, and provide other legal services related to its Chapter 11
case.

The hourly rates charged by the firm are:

     Partners       $400
     Associates     $250
     Paralegals     $175

James F. Kahn and its attorneys are "disinterested" and have no
connection with creditors, according to court filings.

The firm can be reached through:

     James F. Kahn, Esq.
     Krystal M. Ahart, Esq.
     Bankruptcy Legal Center
     James F. Kahn, P.C.
     301 E. Bethany Home Rd., Suite C-195
     Phoenix, AZ 85012-1266
     Phone: 602-266-1717
     Fax: 602-266-2484
     Email: James.Kahn@azbar.org
     Email: Krystal.Ahart@azbar.org

                     About Osborn Restaurant

Osborn Restaurant Holdings LLC sought protection under Chapter 11
of the Bankruptcy Code (Bankr. D. Ariz. Case No. 17-00612) on
January 23, 2017.  The petition was signed by Ronald Pacioni,
member or manager.  

The case is assigned to Judge Eddward P. Ballinger Jr.

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


OTS CAPITAL: Hires King Industrial as Real Estate Agent
-------------------------------------------------------
OTS Capital Partners, LLC seeks authorization from the U.S.
Bankruptcy Court for the Northern District of Georgia to employ
King Industrial Realty, Inc., as real estate agent.

The Debtor requires KIR to:

     a. advise the Debtor regarding sale of its real property; and

     b. render other necessary advice and services as the Debtor
may, from time to time, require.

The Debtor has agreed to compensate KIR in accordance to KIR's
standard rates.

If KIR finds a purchaser who then consummates a purchase or other
transfer of the Debtor's real property, the commission is 6% of the
gross sales.

Bryan Marshburn, associate real estate broker for King Industrial
Realty, Inc., assured the Court that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code and does not represent any interest adverse to the Debtor and
its estates.

KIR may be reached at:

      Bryan Marshburn
      King Industrial Realty, Inc.
      1920 Monroe Dr. NE
      Atlanta, GA 30324-4815
      Tel: (404)942-2044

               About OTS Capital Partners, LLC

OTS Capital Partners, LLC, based in 616 Elliott Rd., McDonough,
Georgia, filed a Chapter 11 petition (Bankr. N.D. Ga. Case No.
16-70357) on Nov. 11, 2016.  The petition was signed by Dan C.
Fort, authorized representative.  The Debtor is represented by
William A. Rountree, Esq., Macey, Wilensky & Hennings, LLC.  At the
time of filing, the Debtor estimated $1 million to $10 million in
both assets and liabilities.


OUTER HARBOR: U.S. Trustee Forms 3-Member Committee
---------------------------------------------------
Andrew Vara, acting U.S. trustee for Region 3, on Jan. 27 appointed
three creditors of Outer Harbor Terminal, LLC, to serve on the
official committee of unsecured creditors.

The committee members are:

     (1) Associated Services
         Attn: Greg Jenkins
         600A McCormick St.
         San Leandro, CA 94577
         Phone: 510-343-2444
         Fax: 510-430-8002

     (2) Bay Ship & Yacht Co.
         Attn: Jim Strickland
         2900 Main St., #2100
         Alameda, CA 94501
         Phone: 510-337-9122
         Fax: 510-337-0154

     (3) SDV Services, Inc.
         Attn: Victor Rollandi
         2236 Mariner Square Drive, Suite 101
         Alameda, CA 94501
         Phone: 510-521-8174
         Fax: 510-521-8172

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

                About Outer Harbor Terminal, LLC

Outer Harbor Terminal, LLC -- aka Ports America Outer Terminal,
LLC, PAOH, and PAOHT -- is an Oakland, California-based port
operator. It is a joint venture between Ports America and Terminal
Investment Ltd.

Outer Harbor is winding down operations.  Ports America is leaving
Oakland to concentrate its investments in other terminals that the
company operates in Tacoma, Los Angeles-Long Beach, New York-New
Jersey and Baltimore.

Oakland, California-based port operator Outer Harbor Terminal, LLC
filed for Chapter 11 protection (Bankr. D. Del. Case No. 16-10283)
on Feb. 1, 2016.  The petition was signed by Heather Stack, chief
financial officer.  The case is assigned to Judge Laurie Selber
Silverstein.

The Debtor disclosed $103 million in assets and $370 million in
debt.

Milbank, Tweed, Hadley & Mccloy LLP is the Debtor's general
counsel.  Mark D. Collins, Esq., at Richards, Layton & Finger,
P.A., serves as its Delaware counsel.  Prime Clerk LLC is the
claims and noticing agent.


OUTSIDE PLANT: Committee Taps Sender Wasserman as Counsel
---------------------------------------------------------
The Official Unsecured Creditors' Committee of Outside Plant Damage
Recovery, LLC seeks approval from the U.S. Bankruptcy Court for the
District of Colorado to retain Sender Wasserman Wadsworth, P.C. as
its counsel nunc pro tunc to January 13, 2017.

The Committee requires legal counsel because of the specialized
nature of bankruptcy proceedings and potentially unique bankruptcy
issues in this case.  Counsel will assist the Committee in properly
discharging its fiduciary duties to its constituency and in
complying with the Bankruptcy Code and Rules.

David V. Wadsworth attests that SWW is a "disinterested person" as
that term is defined in 11 U.S.C. Section 101(14) for purposes of
representing the Committee in this case.

The current hourly rates for SWW's partners and associates are:

     Harvey Sender        $550 per hour
     David V. Wadsworth   $400 per hour
     David J. Warner      $300 per hour
     Aaron J. Conrardy    $285 per hour
     Katharine S. Sender  $185 per hour
     Paralegals           $115 per hour

The Firm can be reached through:

     David V. Wadsworth, Esq.
     Aaron J. Conrardy, Esq.
     SENDER WASSERMAN WADSWORTH, P.C.
     1660 Lincoln Street, Suite 2200
     Denver, CO 80264
     Tel: 303-296-1999
     Fax: 303-296-7600
     Email: dwadsworth@sww-legal.com

                  About Outside Plant Damage Recovery

Outside Plant Damage Recovery, LLC d/b/a Paragon Risk Management
Group filed a Chapter 11 bankruptcy petition (Bankr. D.CO. Case No.
16-20629) on October 28, 2016.  The Hon. Thomas B. McNamara
presides over the case. Adams Law, LLC represents the Debtor as
counsel.

In its petition, the Debtor estimated $0 to $50,000 in assets and
$1 million to $10 million in liabilities. The petition was signed
by Joseph Fanciulli, owner.


OYSTER COMPANY: Seeks to Hire Harris Hardy as Accountant
--------------------------------------------------------
Oyster Company of Virginia, LLC seeks approval from the U.S.
Bankruptcy Court for the Eastern District of Virginia to hire an
accountant.

The Debtor proposes to hire Harris, Hardy & Johnstone, P.C. to
provide bookkeeping services, and pay the firm an hourly rate of
$180.   

Hilbert Wilkinson III, principal of Harris Hardy, and James
Robinson, manager, will also provide consulting support services,
and will be paid $275 per hour and $200 per hour, respectively.

Mr. Wilkinson, a certified public accountant, disclosed in a court
filing that his firm does not hold any interest adverse to the
Debtor or its bankruptcy estate.

The firm can be reached through:

     Hilbert W. Wilkinson III
     James Robinson
     Harris, Hardy & Johnstone, P.C.
     300 Arboretum Place, Suite 660
     Richmond, VA 23236
     Phone: 804-560-0560
     Fax: 804-560-0553
     Email: info@hhjcpa.com

                About Oyster Company of Virginia

A Chapter 7 involuntary petition was filed against Oyster Company
of Virginia, LLC (Bankr. E. D. Va. Case No. 16-34750) on September
27, 2016.  The petition was filed by Jeffrey and Eleanor Orndorff,
Chandler Wiegand, and Half Shell Partners, LLC.

On November 4, 2016, the Chapter 7 case was converted to a Chapter
11 case.  The case is assigned to Judge Keith L. Phillips.


OYSTER COMPANY: Taps Tavenner & Beran as Legal Counsel
------------------------------------------------------
Oyster Company of Virginia, LLC seeks approval from the U.S.
Bankruptcy Court for the Eastern District of Virginia to hire legal
counsel in connection with its Chapter 11 case.

The Debtor proposes to hire Tavenner & Beran, PLC to give legal
advice regarding its duties under the Bankruptcy Code, assist in
any potential disposition of its properties, prepare a bankruptcy
plan, and provide other legal services.

Lynn Tavenner, Esq., and Paula Beran, Esq., the attorneys
designated to represent the Debtor, will be paid $415 per hour and
$405 per hour, respectively.

Ms. Beran disclosed in a court filing that her firm is a
"disinterested person" as defined in section 101(14) of the
Bankruptcy Code.

The firm can be reached through:

     Lynn L. Tavenner, Esq.
     Paula S. Beran, Esq.
     David N. Tabakin, Esq.
     Tavenner & Beran, PLC
     20 North 8th Street
     Richmond, VA 23219
     Telephone: (804) 783-8300
     Telecopier: (804) 783-0178

                About Oyster Company of Virginia

A Chapter 7 involuntary petition was filed against Oyster Company
of Virginia, LLC (Bankr. E. D. Va. Case No. 16-34750) on September
27, 2016.  The petition was filed by Jeffrey and Eleanor Orndorff,
Chandler Wiegand, and Half Shell Partners, LLC.

On November 4, 2016, the Chapter 7 case was converted to a Chapter
11 case.  The case is assigned to Judge Keith L. Phillips.


PANAMA CITY INVESTMENTS: Asks For Conditional OK of Plan Outline
----------------------------------------------------------------
Panama City Investments LLC filed with the U.S. Bankruptcy Court
for the Northern District of Florida an expedited motion for
conditional approval of its disclosure statement and to consolidate
its hearing with the plan of reorganization.

The Debtor has also filed a motion to extend time to object to
claims and requests that the Court hear both motions on an
expedited basis.  The Debtor has filed a consolidated statement of
need for the hearing contemporaneously with the filing of this
motion.  The Debtor will serve the Motion and the notice of hearing
on the Debtor's top 20 creditors once the notice of hearing is
issued.

            About Panama City Investments

Panama City Investments, LLC, filed a Chapter 11 bankruptcy
petition (Bankr. N.D. Fla. Case No. 16-50200) on July 26, 2016,
disclosing under $1 million in both assets and liabilities. The
Debtor is represented by Teresa M. Dorr, Esq., at Zalkin Revell,
PLLC.

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


PARAGON OFFSHORE: Hires Deloitte LLP as UK Restructuring Advisor
----------------------------------------------------------------
Paragon Offshore PLC, and its debtor-affiliates seek permission
from the U.S. Bankruptcy Court for the District of Delaware to
employ Deloitte LLP as United Kingdom restructuring advisor, nunc
pro tunc to November 14, 2016.

The Debtors, their advisors, and stakeholders have continued to
work expeditiously toward a resolution that will allow the Debtors
to successfully emerge from chapter 11, and have undertaken an
analysis of various potential restructuring alternatives. One such
alternative available to the Debtors is the implementation of an
administration under the laws of the United Kingdom (the "UK") as a
means to effectuate a plan of reorganization in these chapter 11
cases.

The Debtors require Deloitte to:

I. UK Administration Diligence

      a. identify key stakeholders of the Debtors and the impact of
a UK
administration on them;

      b. estimate the impact of a UK administration process on
contracts and operations within the Debtors;

      c. consider pre-existing valuation materials in respect of
the Debtors (both going concern and liquidation) to establish what,
if any, further valuation / market testing work is required;

      d. consider consents required to deliver a transaction and
development of alternative mechanisms if such consents are not
forthcoming;

      e. identify protections the prospective UK administrators
would likely require in order to deliver the transaction;

      f. environmental, health and safety or similar legislative
issues which may arise upon accepting a UK administration
appointment;

      g. identify the optimal route into UK administration and
interaction as required with the chapter 11 process; and

      h. consider any regulatory issues which may arise as a result
of the Debtors' listing.

II. Tax Services

      a. provide tax advice and recommendations regarding a
potential financial
restructuring of the Debtors; and

      b. identify of the key tax implications of effecting a
financial restructuring via a UK administration of the Debtors and
assist in formulating solutions to mitigate any potential tax
exposures that arise in consequence of that route.

III. Legal Entity Rationalization ("LER") Advisory Services

      a. collect of relevant data and information to understand any
issues that could potentially impact elimination decisions;

      b. advice on preparing any group target entities for
elimination and the implementation of an agreed upon project
management plan;

      c. provide advice on the relevant elimination processes
(liquidation, dissolution, mergers), the statutory requirements
relevant to the convening of elimination meetings and other options
if an entity cannot be eliminated immediately; and

      d. advice on tax implications of any proposed distributions,
dividends, waivers or other pre-elimination steps will need to be
considered as will any interactions with the appropriate tax
authorities.

IV. UK Administration Preparation

      a. liaise with UK legal advisors and inputting into sale
agreements and
administration appointment documents;

      b. prepare of evidence supporting the transaction to be made
available to the UK courts;

      c. complete and review of any additional valuation analysis
considered necessary to support the justification for the
administrators to enter in to a sale;

      d. prepare documentation to satisfy regulatory best practice
and obtain internal committee consents for the proposed
transaction; and

      e. attend UK and US court hearings as required.

Deloitte will be paid at these hourly rates:

      Partner                   £835
      Director                  £750
      Assistant Director        £630
      Manager                   £570
      Senior Associate          £260

Deloitte will also be reimbursed for reasonable out-of-pocket
expenses incurred.

David Soden, partner of Deloitte LLP, assured the Court that the
firm is a "disinterested person" as the term is defined in Section
101(14) of the Bankruptcy Code and does not represent any interest
adverse to the Debtors and their estates.

Deloitte may be reached at:

         David Soden
         Deloitte LLP
         Athene Place
         PO Box 810
         66 Shoe Lane
         London, UK
         EC4A 3BQ
         Phone: +44 (0)20 7007 2490
         Fax: +44 (0)20 7007 3442
         E-mail: dsoden@deloitte.co.uk

                     About Paragon Offshore

Paragon Offshore plc -- http://www.paragonoffshore.com/-- is a  
global provider of offshore drilling rigs.  Paragon's operated
fleet includes 34 jackups, including two high specification heavy
duty/harsh environment jackups, and six floaters (four drillships
and two semi-submersibles).  Paragon's primary business is
contracting its rigs, related equipment and work crews to conduct
oil and gas drilling and workover operations for its exploration
and production customers on a dayrate basis around the world.
Paragon's principal executive offices are located in Houston,
Texas.  Paragon is a public limited company registered in England
and Wales and its ordinary shares have been trading on the
over-the-counter markets under the trading symbol "PGNPF" since
December 18, 2015.

Paragon Offshore Plc, et al., filed Chapter 11 bankruptcy Petitions
(Bankr. D. Del. Case Nos. 16-10385 to 16-10410) on Feb. 14, 2016,
after reaching a deal with lenders on a reorganization plan that
would eliminate $1.1 billion in debt.

The petitions were signed by Randall D. Stilley as authorized
representative.  Judge Christopher S. Sontchi is assigned to the
cases.

The Debtors reported total assets of $2.47 billion and total debt
of $2.96 billion as of Sept. 30, 2015.

The Debtors engaged Weil, Gotshal & Manges LLP as general counsel,
Richards, Layton & Finger, P.A. as local counsel, Lazard Freres &
Co. LLC as financial advisor, Alixpartners, LLP as restructuring
advisor, and Kurtzman Carson Consultants as claims and noticing
agent.


PARAGON OFFSHORE: Needs Until March 31 to File Chapter 11 Plan
--------------------------------------------------------------
Paragon Offshore plc and its affiliated debtors request the U.S.
Bankruptcy Court for the District of Delaware to extend the
exclusive periods during which the Debtors may file their plan of
reorganization and obtain acceptances of their plan through and
including March 31, 2017 and May 30, 2017, respectively.

The Debtors relate that they have remained focused on confirming a
plan of reorganization and exiting chapter 11 as expeditiously as
possible. Consequently, on January 18, 2017, the Debtors announced
that they reached an agreement in principle with the ad hoc
committee of the Term Lenders and the steering committee of the
Revolver Lenders on a term sheet to support a new plan of
reorganization.

The Debtors further relate that they have also remained in
discussions with holders of the 6.75% senior unsecured notes
maturing July 2022 and 7.25% senior unsecured notes maturing August
2024 in hopes of negotiating a fully consensual chapter 11 plan.

The Debtors tell the Court that the Term Sheet contemplates that
the Debtors will obtain Court approval of the New Plan and emerge
from chapter 11 by June 15, 2017. To that end, the Debtors and the
Secured Lenders have agreed that a further extension of exclusivity
would be appropriate.

The Debtors contend that maintaining exclusivity will allow them
the time and opportunity to attempt to bridge the divide between
their Secured Lenders and unsecured Bondholders and negotiate a
global consensual restructuring -- a result that will clearly
benefit the entire creditor body.

The Debtors further contend that even if a global consensual
restructuring does not materialize, an exclusivity extension will
provide them the time required to put forth the New Plan, a plan
they believe is viable and provides a realistic path out of chapter
11, without the value deterioration and disruption to the Debtors'
business operations that likely would be caused by the filing and
prosecution of competing plans.

In addition, pursuant to the Court-issued Bar Date Order, February
10, 2017 has been established as the Claims Bar Date.

A hearing on the Debtor's requested exclusivity extension will be
held on February 21, 2017 at 10:00 a.m. Any objections to the
Debtor's request are due by February 8, 2017.

                    About Paragon Offshore

Paragon Offshore plc -- http://www.paragonoffshore.com/-- is a
global provider of offshore drilling rigs.  Paragon's operated
fleet includes 34 jackups, including two high specification heavy
duty/harsh environment jackups, and six floaters (four drillships
and two semi-submersibles).  Paragon's primary business is
contracting its rigs, related equipment and work crews to conduct
oil and gas drilling and workover operations for its exploration
and production customers on a dayrate basis around the world.
Paragon's principal executive offices are located in Houston,
Texas.  Paragon is a public limited company registered in England
and Wales and its ordinary shares have been trading on the
over-the-counter markets under the trading symbol "PGNPF" since
December 18, 2015.

Paragon Offshore Plc, et al., filed Chapter 11 bankruptcy Petitions
(Bankr. D. Del. Case Nos. 16-10385 to 16-10410) on Feb. 14, 2016,
after reaching a deal with lenders on a reorganization plan that
would eliminate $1.1 billion in debt.

The petitions were signed by Randall D. Stilley as authorized
representative.  Judge Christopher S. Sontchi is assigned to the
cases.

The Debtors reported total assets of $2.47 billion and total debt
of $2.96 billion as of Sept. 30, 2015.

The Debtors engaged Weil, Gotshal & Manges LLP as general counsel,
Richards, Layton & Finger, P.A. as local counsel, Lazard Freres &
Co. LLC as financial advisor, Alixpartners, LLP as restructuring
advisor, and Kurtzman Carson Consultants as claims and noticing
agent.


PARAGON OFFSHORE: U.S. Trustee Forms 3-Member Committee
-------------------------------------------------------
Andrew Vara, acting U.S. trustee for Region 3, on Jan. 27 appointed
three creditors of Paragon Offshore plc to serve on the official
committee of unsecured creditors.

The committee members are:

     (1) Loomis Sayles and Co., L.P.
         Attn: Peter Sheehan
         1 Financial Center
         Boston, MA 02111
         Phone: 617-960-2066

     (2) Arosa Capital Management, L.P.
         Attn: Jonathan Feiler, Esq.
         120 West 45th Street, Suite 3700
         New York, NY 10036
         Phone: 212-218-0564
         Fax: 212-218-0560

     (3) Angelo Gordon & Co., LP
         Attn: Gavin Baiera
         245 Park Avenue
         New York, NY 10167
         Phone: 212-692-2000
         Fax: 212-876-6395

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

                    About Paragon Offshore

Paragon Offshore plc -- http://www.paragonoffshore.com/-- is a
global provider of offshore drilling rigs.  Paragon's operated
fleet includes 34 jackups, including two high specification heavy
duty/harsh environment jackups, and six floaters (four drillships
and two semi-submersibles).  Paragon's primary business is
contracting its rigs, related equipment and work crews to conduct
oil and gas drilling and workover operations for its exploration
and production customers on a dayrate basis around the world.
Paragon's principal executive offices are located in Houston,
Texas.  Paragon is a public limited company registered in England
and Wales and its ordinary shares have been trading on the
over-the-counter markets under the trading symbol "PGNPF" since
December 18, 2015.

Paragon Offshore Plc, et al., filed Chapter 11 bankruptcy Petitions
(Bankr. D. Del. Case Nos. 16-10385 to 16-10410) on Feb. 14, 2016,
after reaching a deal with lenders on a reorganization plan that
would eliminate $1.1 billion in debt.

The petitions were signed by Randall D. Stilley as authorized
representative.  Judge Christopher S. Sontchi is assigned to the
cases.

The Debtors reported total assets of $2.47 billion and total debt
of $2.96 billion as of Sept. 30, 2015.

The Debtors engaged Weil, Gotshal & Manges LLP as general counsel,
Richards, Layton & Finger, P.A. as local counsel, Lazard Freres &
Co. LLC as financial advisor, Alixpartners, LLP as restructuring
advisor, and Kurtzman Carson Consultants as claims and noticing
agent.


PATRIOT METALS: Hires Nelson & McKay as Accountant
--------------------------------------------------
Patriot Metals, Inc. asks for permission from the U.S. Bankruptcy
Court for the Middle District of Florida to employ Nelson & McKay,
CPA's, LLC as accountant and tax preparer.

The Debtor seeks authority to employ Nelson & McKay to perform
accounting services for the Debtor, including the preparation of
its federal tax returns, preparation of periodic reports and
providing advice and assistance relating to tax and financial
issues of the Debtor.  

Nelson & McKay has provided general accounting and tax preparation
services to the Debtor from 2013 to present, including the
preparation of tax returns.

The Accountant provides the majority of its tax preparation
services at a standard hourly rate of $225, and bookkeeping and
accounting services at a standard hourly rate of $85.

Nelson & McKay will also be reimbursed for reasonable out-of-pocket
expenses incurred.

Adam J. McKay, owner of Nelson & McKay, assured the Court that the
firm is a "disinterested person" as the term is defined in Section
101(14) of the Bankruptcy Code and does not represent any interest
adverse to the Debtor and its estate.

Nelson & McKay can be reached at:

       Adam J. McKay
       NELSON & MCKAY, CPA'S, LLC
       5415 Mariner St # 211
       Tampa, FL 33609
       Tel: (813) 286-7946
       Fax: (813) 286-3777

                      About Patriot Metals

Patriot Metals, Inc. dba Patriot Metals Recycling filed a Chapter
11 petition (Bankr. M.D. Fla. Case No. 16-06860), on August 8,
2016.

The Debtor's counsel is James W. Elliott, Esq. at McIntyre
Thanasides Bringgold Elliott Grimaldi & Guito, P.A. of Tampa,
Florida.

No trustee or examiner has been appointed in this case and no
official committees have been appointed.


PEABODY ENERGY: Unsecureds May Recoup Up to 99% Under Plan
----------------------------------------------------------
Peabody Energy Corporation, et al., filed with the U.S. Bankruptcy
Court for the Eastern District of Missouri a first amended
disclosure statement with respect to the Debtor's joint plan of
reorganization dated Jan. 25, 2017.

Class 5 General Unsecured Claims are impaired under the Plan.  

Each holder of Class 5A claims against PEC -- estimated at between
$3.944 billion and $4.219 billion -- will receive its pro rata
share of $5 million plus any additional PEC cash.  

Each holder of Class 5B claims of Encumbered Guarantor Debtors --
estimated at $3.960 billion to $4.160 billion -- will receive such
holder's Pro Rata share of:

   (1) the pro rata split as of the Effective Date of the
Reorganized PEC Common Stock (which will be (x) subject to the
dilution from the LTIP Shares, the Preferred Equity and the Penny
Warrants and (y) issued after giving effect to the issuance of the
Rights Offering Shares, the issuance of any Incremental Second Lien
Shares, the issuance of any Premium Shares, the issuance of any
Rights Offering Disputed Claims Reserve Shares and the reservation
and deemed issuance of shares of Reorganized PEC Common Stock for
issuance upon the conversion of the Preferred Equity and exercise
of Penny Warrants); and

   (2) the pro rata split as of the rights offering record date of
the rights offering equity rights; provided, however, that any
holder of a General Unsecured Claim against one of the Encumbered
Guarantor Debtors that is not allowed as of the rights offering
record date will not participate in the rights
offering, and instead, if and when the holder's claim becomes
allowed, will receive an amount of rights offering disputed claims
reserve shares with a value equal to the holder's pro rata share of
the rights offering equity rights value; provided, however, that,
in lieu of the treatment, each holder of a General Unsecured Claim
in Class 5B that receives a ballot will have the right to elect to
receive the holder's pro rata share with other electing holders of
the Class 5B cash pool; provided, further, that any holder of a
General Unsecured Claim against one of the Encumbered Guarantor
Debtors that does not receive a ballot but whose claim becomes
allowed will have the rights to elect into the Class 5 cash pool
upon allowance of the claim; provided, further, however, that no
holder of an Allowed General Unsecured Claim in Class 5B that
elects to receive distributions from the Class 5B Pool will be
entitled to receive more than a 50% recovery on account of their
allowed claim in Class 5B.

Each holder of Class 5C Gold Fields Debtors -- estimated at $3.929
billion to $5.289 billion -- will receive such holder's Pro Rata
share of the Gold Fields Liquidating Trust Units.  The holders will
recover less than 1%.

Each holder of Class 5D Claims against Gib 1 – estimated at $0 --
will receive no recovery.

Each holder of Class 5E Unencumbered Debtors -- estimated at $10
million to $30 million --  will receive cash in the amount of the
holder's allowed claim, less any amounts attributable to late fees,
postpetition interest or penalties.  The holders will recover 99%
under the Plan.

The Plan will provide creditors with recoveries, funded in large
part by a $1.5 billion first lien exit facility, subject to being
upsized, a $750 million rights offering available to holders of
allowed second lien notes claims in Class 2 and Allowed General
Unsecured Claims in Class 5B as of the rights offering record date
and a $750 million direct investment by the Noteholder
Co-Proponents and certain additional creditors who become party to
the Rights Offering Backstop Commitment Agreement10 and the Private
Placement Agreement.

The First Amended Disclosure Statement is available at:

            http://bankrupt.com/misc/moeb16-42529-2177.pdf

As reported by the Troubled Company Reporter on Dec. 28, 2016, the
Debtors filed with the Court a joint plan of reorganization and
accompanying disclosure statement, which would reduce the Debtors'
debt burden by over $6.6 billion, a necessary step for the
Company's financial health given the volatile industry in which the
Company operates.  

               About Peabody Energy Corporation

Headquartered in St. Louis, Missouri, Peabody Energy Corporation
claims to be the world's largest private-sector coal company.  As
of Dec. 31, 2014, the Company owned interests in 26 active coal
mining operations located in the United States (U.S.) and
Australia.  The Company has a majority interest in 25 of those
mining operations and a 50% equity interest in the Middlemount Mine
in Australia.  In addition to its mining operations, the Company
markets and brokers coal from other coal producers, both as
principal and agent, and trade coal and freight-related contracts
through trading and business offices in Australia, China, Germany,
India, Indonesia, Singapore, the United Kingdom and the U.S.

Peabody posted a net loss of $1.988 billion for 2015, wider from
the net loss of $777 million in 2014 and the $513 million net loss
in 2013.

At Dec. 31, 2015, the Company had total assets of $11.02 billion
against $10.1 billion in total liabilities, and stockholders'
equity of $919 million.

On April 13, 2016, Peabody Energy Corp. and 153 affiliates filed
voluntary petitions for relief under Chapter 11 of the United
States Bankruptcy Code.  The 154 cases are pending joint
administration before the Honorable Judge Barry S. Schermer under
(Bankr. E.D. Mo. Case No. 16-42529).

As of the Petition Date, PEC has approximately $4.3 billion in
outstanding secured debt obligations and $4.5 billion in
outstanding unsecured debt obligations.

The Debtors tapped Jones Day as general counsel; Armstrong,
Teasdale LLP as local counsel; Lazard Freres & Co. LLC and
investment banker Lazard PTY Limited as investment banker; FTI
Consulting, Inc., as financial advisors; and Kurtzman Carson
Consultants, LLC, as claims, ballot and noticing agent.

The Office of the U.S. Trustee on April 29, 2016, appointed seven
creditors of Peabody Energy Corp. to serve on the official
committee of unsecured creditors.  The Committee retained Morrison
& Foerster LLP as counsel, Spencer Fane LLP as local counsel,
Curtis, Mallet-Prevost, Colt & Mosle LLP as conflicts counsel,
Blackacre LLC as its independent expert, and Berkeley Research
Group, LLC, as financial advisor.


PERFORMANCE SPORTS: Seeks Approval of Asset Purchase Agreement
--------------------------------------------------------------
Performance Sports Group Ltd., a developer and manufacturer of high
performance sports equipment and apparel, on Jan. 26, 2017,
disclosed that it will seek the approval of the U.S. Bankruptcy
Court for the District of Delaware and the Ontario Superior Court
of Justice for the sale of substantially all of the assets of the
Company and its North American subsidiaries to an acquisition
vehicle to be co-owned by affiliates of Sagard Holdings Inc.
Capital Partners, L.P. and Fairfax Financial Holdings Limited for
U.S. $575 million in aggregate and the assumption of related
operating liabilities.  As previously announced, the "stalking
horse" asset purchase agreement entered into with Sagard Capital
Partners, L.P. and Fairfax Financial Holdings Limited 9938982
Canada Inc. was subject to the receipt of higher or otherwise
better bids.  Under the bidding procedures approved by the Courts,
interested parties were required to submit qualified bids to
acquire substantially all of the assets of the Company no later
than January 25, 2017.  As no qualified bids were submitted by that
deadline, the auction scheduled for January 30, 2017 will not be
held.

The Company will seek the approval of the Courts for the sale at
the final sale hearing, which is scheduled to be held on Feb. 6,
2017 with the anticipated closing expected to occur on or about
Feb. 23, 2017, but not later than Feb. 27, 2017, subject to the
receipt of applicable regulatory approvals and the satisfaction of
waiver of other customary closing conditions.

Performance Sports Group anticipates its operations will continue
uninterrupted in the ordinary course of business and that
day-to-day obligations to employees, suppliers of goods and
services and the Company's customers will continue to be met.

MCTO Bi-Weekly Regulatory Update

In addition, the Company is providing a bi-weekly status update in
accordance with its obligations under the alternative information
guidelines set out in National Policy 12-203 - Cease Trade Orders
for Continuous Disclosure Defaults ("NP 12-203").  As previously
announced, the Company is subject to a management cease trade order
issued by the Ontario Securities Commission, the Company's
principal regulator in Canada, in connection with the delayed
filing of its Annual Report on Form 10-K, including its annual
audited financial statements for the fiscal year ended May 31, 2016
and the related management's discussion and analysis (collectively,
the "Annual Filings"), and the Company advises that (i) there have
been no material changes to the information relating to the delayed
filing of its Annual Filings, (ii) it intends to continue to comply
with the alternative information guidelines of NP 12-203; (iii)
except as previously disclosed, there are no subsequent specified
defaults (actual or anticipated) within the meaning of NP 12-203;
and (iv) there is no other material information concerning the
Company and its affairs that has not been generally disclosed as of
the date of this press release.

Additional Information  

Additional information is available on the restructuring page of
the Company's Web site, http://www.PerformanceSportsGroup.com/  
For additional information, vendors and customers may call the
Company's toll free hotline at 1-844-531-7079 in North America
(603-610-5998 from outside North America).

                     About Performance Sports

Exeter, N.H.-based Performance Sports Group Ltd. (NYSE: PSG) (TSX:
PSG) -- http://www.PerformanceSportsGroup.com/-- is a developer
and manufacturer of ice hockey, roller hockey, lacrosse, baseball
and softball sports equipment, as well as related apparel and
soccer apparel.  Its products are marketed under the BAUER,
MISSION, MAVERIK, CASCADE, INARIA, COMBAT and EASTON brand names
and are distributed by sales representatives and independent
distributors throughout the world.  In addition, the Company
distributes its hockey products through its Burlington,
Massachusetts and Bloomington, Minnesota Own The Moment Hockey
Experience retail stores.

On Oct. 31, 2016, Performance Sports Group Ltd. and certain of its
affiliates have filed voluntary petitions under Chapter 11 of the
Bankruptcy Code in the District of Delaware and commenced
proceedings under the Companies' Creditors Arrangement Act in the
Ontario Superior Court of Justice.

The U.S. Debtors are: BPS US Holdings Inc.; Bauer Hockey, Inc.;
Easton Baseball/Softball Inc.; Bauer Hockey Retail Inc.; Bauer
Performance Sports Uniforms Inc.; Performance Lacrosse Group Inc.;
BPS Diamond Sports Inc.; and PSG Innovation Inc.

The Canadian Debtors are: Performance Sports Group Ltd.; KBAU
Holdings Canada, Inc.; Bauer Hockey Retail Corp.; Easton Baseball
/Softball Corp.; PSG Innovation Corp. Bauer Hockey Corp.; BPS
Canada Intermediate Corp.; BPS Diamond Sports Corp.; Bauer
Performance Sports Uniforms Corp.; and Performance Lacrosse Group
Corp.

Ernst & Young Inc., serves as monitor to the Company in the
Canadian Proceedings.

The Debtors have hired Paul, Weiss, Rifkind, Wharton & Garrison LLP
as counsel; Young Conaway Stargatt & Taylor, LLP as co-counsel;
Stikeman Elliott LLP as Canadian legal counsel; Centerview LLP as
investment banker to the special committee; Alvarez & Marsal North
America, LLC, as restructuring advisor; Joele Frank, Wilkinson,
Brimmer, Katcher as communications & relations advisor; KPMG LLP as
auditors; Ernst & Young LLP as CCAA monitor; and Prime Clerk LLC as
notice, claims, solicitation and balloting agent.

Andrew R. Vara, Acting U.S. Trustee for Region 3, has appointed
three creditors of BPS US Holdings, Inc., parent of Performance
Sports, to serve on the official committee of unsecured creditors.
The Creditors' Committee retained by Blank Rome LLP as counsel,
Cassels Brock & Blackwell LLP as Canadian co-counsel, and Province
Inc. as financial advisor.

The U.S. Trustee also has appointed a official committee of equity
security holders.  The equity committee is represented by Natalie
D. Ramsey, Esq., and Mark A. Fink, Esq., at Montgomery, McCracken,
Walker & Rhoads, LLP; and Robert J. Stark, Esq., Steven B. Levine,
Esq., James W. Stoll, Esq., and Andrew M. Carty, Esq., at Brown
Rudnick LLP.


PERPETUAL ENERGY: S&P Raises CCR to 'CCC-'; Outlook Negative
------------------------------------------------------------
S&P Global Ratings said it raised its long-term corporate credit
rating on Calgary, Alta.-based Perpetual Energy Inc. to 'CCC-' from
'SD' (selective default).  The outlook is negative.

S&P bases the rating on Perpetual's weak liquidity and dependence
on external funds to support its production levels and financing
charges.

At the same time, S&P Global Ratings raised its issue-level rating
on Perpetual's existing senior unsecured notes due 2018 and 2019 to
'CC' from 'D' (default), and assigned its 'CC' issue-level rating
to the company's new senior unsecured notes due 2022.  The recovery
rating the unsecured notes is '5', indicating S&P's expectation of
modest recovery (10%-30%; in the high end of the range) in a
hypothetical default scenario.

S&P Global Ratings derives its 'CCC-' corporate credit rating on
Perpetual from the application of its 'CCC' criteria, based on its
weak liquidity assessment; and its view that the company has an
unsustainable capital structure that depends upon favorable
business, financial, and economic conditions to meet its near-term
financial commitments.  "Furthermore, we view willingness to pay as
a major factor in our 'CCC' criteria, and Perpetual's two
distressed exchanges during the past 12 months supports our view
that the company could opt for a new exchange in the next six
months absent a significant external event that could improve its
capital structure," said S&P Global Ratings credit analyst Wendell
Sacramoni.

In S&P's view, Perpetual's small, natural gas-focused upstream
operations, high full-cycle cost structure, and limited ability to
internally fund the development of reserves and production growth
negatively weigh on the company's competitive position.

With natural gas representing the majority of Perpetual's proven
reserves, and gas-dominated production, the company's forecast
revenues will remain constrained under S&P's current gas price
assumptions.  Projected cash flow generation and leverage metrics
should remain weak through the next 12 months, supporting S&P's
view that Perpetual's current capital structure is unsustainable.

The negative outlook reflects S&P's view of Perpetual's weak
liquidity and S&P's expectation that, without external funding, the
company will be unable to fund its required maintenance financing
charges and minimum capital spending, so a new debt exchange could
be announced during the next six months.

S&P would lower the ratings if Perpetual announces a new debt
exchange within that time, or opts to skip its upcoming interest
payment in March 2017.  Given its constrained liquidity position,
S&P believes Perpetual could face an imminent default scenario.

S&P would raise the ratings if the company secures external funds
to support its financing charges and minimal capital spending, and
eliminates the pending liquidity deficit S&P envisions beyond the
next 12 months.


PETTERS COMPANY: Court Narrows Claims in Suit vs. Opportunity
-------------------------------------------------------------
Judge Kathleen H. Sanberg of the United States Bankruptcy Court for
the District of Minnesota granted in part and denied, in part, the
defendants' motions to dismiss the adversary proceeding captioned
DOUGLAS A. KELLEY, in his capacity as the court-appointed Chapter
11 Trustee of Debtors Petters Company, Inc.; PC Funding, LLC; and
SPF Funding, LLC, Plaintiffs, v. OPPORTUNITY FINANCE, LLC;
OPPORTUNITY FINANCE SECURITIZATION, LLC; OPPORTUNITY FINANCE
SECURITIZATION II, LLC; OPPORTUNITY FINANCE SECURITIZATION III,
LLC; INTERNATIONAL INVESTMENT OPPORTUNITIES, LLC; SABES FAMILY
FOUNDATION; SABES MINNESOTA LIMITED PARTNERSHIP; ROBERT W. SABES;
JANET F. SABES; JON R. SABES; STEVEN SABES; DEUTSCHE
ZENTRALGENOSSENSCHAFTBANK AG; WEST LANDESBANK AG; and THE
MINNEAPOLIS FOUNDATION, Defendants, Adv. 10-4301 (Bankr. D.
Minn.).

The adversary proceeding is part of the Chapter 11 cases of Petters
Company, Inc., and related entities.  In this case, the Plaintiff
sought to avoid transfers made by debtor-entities under 11 U.S.C.
sections 544(b) and 548, as well as recover other transfers as
preferences under section 547.

The Opportunity Finance, LLC; Opportunity Finance Securitization,
LLC; Opportunity Finance Securitization II, LLC; Opportunity
Finance Securitization III, LLC; International Investment
Opportunities, LLC; Sabes Family Foundation; Sabes Minnesota
Limited Partnership; Robert W. Sabes; Janet F. Sabes; Jon R. Sabes;
and Steven Sabes (the "Opportunity Finance defendants"), as well as
West Landesbank AG (WestLB) and the Minneapolis Foundation, filed
Motions to Dismiss containing numerous bases for dismissal.  Many
of those arguments have already been addressed by the Court.  Most
of the remaining bases for dismissal have been referred to as
"Unique Issues" because they present questions unique to the
particular parties in the adversary proceeding.

Judge Sanberg granted in part and denied in part the motions to
dismiss brought by the defendants in Adv. No. 10-4301 were granted
as follows:

     -- All of the plaintiff's claims for avoidance under 11      
        U.S.C. section 544(b) on behalf of the estates of PC
        Funding, LLC and SPF Funding, LLC predicated on the
        existence of a tort creditor were dismissed without
        prejudice.

     -- All of the plaintiff's claims for avoidance on behalf of
        the estate of PCI against all of the defendants for
        transfers identified in Exhibits L and M to the Third
        Amended Complaint were dismissed without prejudice.

     -- All of the plaintiff's claims for recovery under 11
        U.S.C. section 550 on behalf of the estate of PCI against
        all of the defendants were dismissed without prejudice.

     -- All of the plaintiff's claims for recovery against WestLB
        under 11 U.S.C. section 550 on behalf of the estates of
        PC Funding and SPF Funding predicated on avoidance of the
        initial transfer under 11 U.S.C. section 544(b) and Minn.
        Stat. Section 5113.41 et. sq. (MUFTA) were dismissed
        without prejudice.

     -- Count 24 for lien avoidance under 11 U.S.C. section
        506(d) was dismissed without prejudice.

     -- Count 25 for Unjust Enrichment was dismissed with
        prejudice for the reasons stated in In re Petters Co.,
        Inc., 499 B.R. 342 (Bankr. D. Minn. 2013).

     -- All of the plaintiff's claims for avoidance under 11
        U.S.C. section 544(b) on behalf of the estates of PC
        Funding and SPF Funding predicated on the use of
        substantive consolidation for standing were dismissed
        with prejudice in accordance with In re Petters Co.,
        Inc., 550 B.R. 438 (Bankr. D. Minn. 2016).

     -- All of the plaintiff's claims for avoidance under 11
        U.S.C. section 544(b) were dismissed without prejudice
        for the reasons stated in In re Petters Co., Inc., 550
        B.R. 457 (Bankr. D. Minn. 2016).

     -- The motions to dismiss brought by the defendants in Adv.
        No. 10-4301 are denied in all other respects.

The bankruptcy case is In re: PETTERS COMPANY, INC., ET AL.,
Chapter 11 Cases, Debtors. (includes: Petters Group Worldwide, LLC;
PC Funding, LLC; Thousand Lakes, LLC; SPF Funding, LLC; PL Ltd.,
In.; Edge One LLC; MGC Finance, Inc.; PAC Funding LLC; Palm Beach
Finance Holdings, Inc.), Jointly Administered Under Case No.
08-45257, Court File Nos. 08-45258 (KHS), 08-45326 (KHS), 08-45327
(KHS), 08-45328 (KHS), 08-45329 (KHS), 08-45330 (KHS), 08-45331
(KHS), 08-45371 (KHS), 08-45392 (KHS) (Bankr. D. Minn.).

A full-text copy of Judge Sanberg's December 1, 2016 order is
available at https://is.gd/er3imm from Leagle.com.

Petters Company, Inc., Debtor, represented by Anthony R. Battles --
tbattles@khblaw.com -- Kelly Hannaford & Battles PA, Richard B.
Drubel -- rdrubel@bsfllp.com -- Boies, Schiller & Flexner LLP,
Ethan Frechette -- efrechette@stebbinsbradley.com -- Boies,
Schiller & Flexner LLP, Matthew J. Henken -- mhenken@bsfllp.com --
Boies, Schiller & Flexner LLP, James A. Lodoen --
jlodoen@lindquist.com -- Lindquist & Vennum LLP, Kimberly H.
Schultz, Boies, Schiller & Flexner LLP & Jeffrey D. Smith --
jsmith@lindquist.com -- Lindquist & Vennum.

Douglas A Kelley, Trustee, represented by Adam C. Ballinger --
aballinger@lindquist.com -- Lindquist & Vennum LLP, K. Jon Breyer
-- jbreyer@lindquist.com -- Lindquist & Vennum LLP, Michael S.
Budwick -- mbudwick@melandrussin.com -- Meland Russin & Budwick P
A, Elisebeth Collins Cook, Freeborn & Peters LLP, Douglas L. Elsass
-- delsass@nilanjohnson.com -- Nilan Johnson Lewis PA, Joseph L.
Fogel -- jfogel@freeborn.com -- Freeborn & Peters LLP, Solomon B.
Genet -- sgenet@melandrussin.com -- Meland Russin & Budwick P A, J.
Jackson, Dorsey & Whitney LLP, Thomas E. Jamison, Fruth, Jamison &
Elsass PLLC, Lori A. Johnson, Nilan Johnson Lewis PA, Stacy L.
Kabele, Kelley Wolter & Scott P A, Kirstin D. Kanski, Lindquist
Vennum PLLP, Michael J. Kelly, Freeborn & Peters LLP, Connie A.
Lahn, Barnes & Thornburg LLP, Josiah O. Lamb, Kelley, Wolter &
Scott PA, Mark D. Larsen, Lindquist & Vennum PLLP, Neal H. Levin,
Freeborn & Petters LLP, Kevin M. Magnuson, Kelley Wolter & Scott P
A, James C. Moon, Meland Russin & Budwick, P.A., Patricia A.
Pedersen, Kelley Wolter & Scott P A, George H. Singer, Lindquist &
Vennum, Jonathan R. Voegele, Boies Schiller & Flexner LLP, Steven
E. Wolter, Kelley, Wolter & Scott P A & Patrick J. Woytek, Freeborn
& Petter LLP.

US Trustee, U.S. Trustee, represented by Michael R. Fadlovich, US
Trustee Office & Robert Raschke, US Trustee Office.

Ronald R Peterson, Other Party, represented by Margaret M.
Anderson, Fox Hefter Swibel Levin & Carroll LLP, Michael S. Dove,
Gislason & Hunter LLP & Charles E. Spevacek, Meagher & Geer PLLP.

Kenneth R. Cunningham, Jr., Other Party, represented by MICHAEL S.
MCELWEE, VARNUM LLP & Gary D. Underdahl, ASK LLP.

Lancer Financial Services, LLC, Other Party, represented by
Christopher J. Harayda, Faegre & Benson, Jane E. Maschka, Faegre
Baker Daniels LLP & Stephen M. Mertz, Faegre Baker Daniels LLP.

HIGH PLAINS INVESTMENT, Other Party, represented by Michael D.
Bernard, Bracewell & Giuliani LLP.

UNSECURED CREDITORS COMMITEE, Creditor Committee, represented by
Lorie A. Klein, Fafinski Mark & Johnson P.A. & David E. Runck,
Fafinski Mark & Johnson P. A..

Barry Mukamal, Creditor Committee, represented by Daniel N. Rosen,
Parker Rosen LLC & Peter D. Russin, Meland Russin & Budwick, P.A..

                  About Petters Company

Based in Minnetonka, Minn., Petters Group Worldwide LLC is a
collection of some 20 companies, most of which make and market
consumer products.  It also works with existing brands through
licensing agreements to further extend those brands into new
product lines and markets.  Holdings include Fingerhut (consumer
products via its catalog and Web site), SoniqCast (maker of
portable, WiFi MP3 devices), leading instant film and camera
company Polaroid (purchased for $426 million in 2005), Sun Country
Airlines (acquired in 2006), and Enable Holdings (online
marketplace and auction for consumers and manufacturers' overstock
inventory).  Founder and chairman Tom Petters formed the company
in 1988.

Petters Company, Inc., is the financing and capital-raising unit
of Petters Group Worldwide.

Thomas Petters, the founder and former CEO of Petters Group, has
been indicted and a criminal proceeding against him is proceeding
in the U.S. District Court for the District of Minnesota.

Petters Company, Petters Group Worldwide and eight other affiliates
filed separate petitions for Chapter 11 protection (Bankr. D. Minn.
Lead Case No. 08-45257) on Oct. 11, 2008.  In its petition, Petters
Company estimated its debts at $500 million and $1 billion.

Parent Petters Group Worldwide estimated its debts at not more
than $50,000.

Petters Aviation, LLC, and affiliates MN Airlines, LLC, doing
business as Sun Country Airlines, Inc., and MN Airline Holdings,
Inc., filed separate petitions for Chapter 11 bankruptcy
protection(Bankr. D. Minn. Case Nos. 08-45136, 08-35197 and
08-35198) on Oct.6, 2008.  Petters Aviation is a wholly owned unit
of Thomas Petters Inc. and owner of MN Airline Holdings, Sun
Country's parent company.

The Official Committee of Unsecured Creditors is represented by
David E. Runck, Esq., Lorie A. Klein, Esq., at Fafinski Mark &
Johnson, P.A.

Trustee Douglas A. Kelley is represented by James A. Lodoen, Esq.,
Mark D. Larsen, Esq., Kirstin D. Kanski, Esq., Adam C. Ballinger,
Esq., at Lindquist & Vennum LLP.


PETTERS COMPANY: DZ Bank's Judgment on Pleadings Bid Partly Granted
-------------------------------------------------------------------
Judge Kathleen H. Sanberg of the United States Bankruptcy Court for
the District of Minnesota granted in part and denied, in part,
Deutsche Zentralgenossenschaftbank AG's ("DZ Bank") motion for
judgment on the pleadings in the adversary proceeding captioned
DOUGLAS A. KELLEY, in his capacity as the court-appointed Chapter
11 7Trustee of Debtors Petters Company, Inc.; PC Funding, LLC; and
SPF Funding, LLC, Plaintiffs, v. OPPORTUNITY FINANCE, LLC;
OPPORTUNITY FINANCE SECURITIZATION, LLC; OPPORTUNITY FINANCE
SECURITIZATION II, LLC; OPPORTUNITY FINANCE SECURITIZATION III,
LLC; INTERNATIONAL INVESTMENT OPPORTUNITIES, LLC; SABES FAMILY
FOUNDATION; SABES MINNESOTA LIMITED PARTNERSHIP; ROBERT W. SABES;
JANET F. SABES; JON R. SABES; STEVEN SABES; DEUTSCHE
ZENTRALGENOSSENSCHAFTBANK AG; WEST LANDESBANK AG; and THE
MINNEAPOLIS FOUNDATION, Defendants, Adv. No. 10-4301 (Bankr. D.
Minn.).

The adversary proceeding was commenced by Douglas A. Kelley, in his
capacity as the court-appointed Chapter 11 Trustee of debtors
Petters Company, Inc.; PC Funding, LLC; and SPF Funding, LLC in the
Chapter 11 cases of Petters Company, Inc., and related entities.

DZ Bank's motion arose out of DZ Bank's interface with Tom Petters'
Ponzi scheme.  Beginning in 2002, DZ Bank made loans to Opportunity
Finance as part of a "tripartite business relationship."
Opportunity Finance used the loan proceeds to invest with Tom
Petters and his entities through promissory notes with one or more
of the Petters debtor-entities.  The Petters entities would make
payments on the notes with those payments ultimately being acquired
by DZ Bank.  In 2003, DZ Bank ended its lending relationship with
Opportunity Finance.  The debtor-entities made no transfers to DZ
Bank after August 2003.

Kelly sought to avoid transfers made by the debtor-entities to DZ
Bank, as both an initial and subsequent transferee, under the
actual and constructive fraud provisions of 11 U.S.C. section
544(b)9 and Minn. Stat. section 513.41 et seq. (MUFTA).  DZ Bank
sought judgment on the pleadings on the constructive fraud claims.


Judge Sanberg noted that in its Answer, DZ Bank made a general
denial of each allegation in the Complaint, made specific denials
of particular allegations, qualifying those denials with limited
admissions, and asserted 20 affirmative defenses.  The judge
explained that judgment on the pleadings is not appropriate "if the
defendant pleads by denial or by affirmative defense so as to put
in question a material allegation of the complaint. . . ."   Since
the allegations and affirmative defenses included in the Answer are
considered denied by the plaintiff, Judge Sanberg held that the
majority of the facts in the case are disputed.  The judge also
pointed out that the facts setting out the transactions between the
parties to the suit are material as they set forth the basis for
avoidance of the transfers.  Since those facts are in dispute,
Judge Sanberg concluded that judgment on the pleadings is not
appropriate.

Judge Sanberg noted, however, that Kelly has not alleged any facts
that challenge the validity or enforceability of the debt between
DZ Bank and Opportunity Finance.  Thus, the judge granted the
motion on this issue.

The bankruptcy case is In re: PETTERS COMPANY, INC., ET AL,
Debtors. (includes: Petters Group Worldwide, LLC; PC Funding, LLC;
Thousand Lakes, LLC; SPF Funding, LLC; PL Ltd., In.; Edge One LLC;
MGC Finance, Inc.; PAC Funding LLC; Palm Beach Finance Holdings,
Inc.) Chapter 11 Cases, Jointly Administered Under Case No.
08-45257, Court File Nos. 08-45258 (KHS), 08-45326 (KHS), 08-45327
(KHS), 08-45328 (KHS), 08-45329 (KHS), 08-45330 (KHS), 708-45331
(KHS), 08-45371 (KHS), 08-45392 (KHS) (Bankr. D. Minn.).

A full-text copy of Judge Sanberg's December 6, 2016 order and
December 7, 2016 amended order are available at
https://is.gd/E6Taot and  https://is.gd/v6dPHS, respectively, from
Leagle.com.

Douglas A. Kelley is represented by:

          Adam C. Ballinger, Esq.
          Kirstin D. Kanski, Esq.
          Mark D. Larsen, Esq.
          James A. Lodoen, Esq.
          Jeffrey D. Smith, Esq.
          Daryle Uphoff, Esq.
          LINDQUIST & VENNUM LLP
          2000 IDS Center
          80 South 8th Street
          Minneapolis, MN
          Tel: (612)371-3211
          Fax: (612)371-3207
          Email: aballinger@lindquist.com
                 kkanski@lindquist.com
                 mlarsen@lindquist.com
                 jlodoen@lindquist.com
                 jsmith@lindquist.com
                 
            -- and --

          Clinton J. Dockery, Esq.
          Robert S. Loigman, Esq.
          QUINN EMANUEL & SULLIVAN, LLP
          51 Madison Avenue, 22nd Floor
          New York, NY 10010
          Tel: (212)849-7000
          Fax: (212)849-7100
          Email: robertloigman@quinnemanuel.com

Opportunity Finance, LLC is represented by:

          Jefferey D. Bailey, Esq.
          Jonathan M. Landy, Esq.
          Christopher J. Mandernach, Esq.
          Joseph G. Petrosinelli, Esq.
          WILLIAMS & CONNOLLY LLP
          725 Twelfth Street, N.W.
          Washington, D.C. 20005
          Tel: (202)434-5000
          Fax: (202)434-5029
          Email: jbailey@wc.com
                 jlandy@wc.com
                 cmandernach@wc.com
                 jpetrosinelli@wc.com           

            -- and --

          Kari Berman, Esq.
          Benjamin Gurstelle, Esq.
          Max C. Heerman, Esq.
          John R. McDonald, Esq.
          BRIGGS AND MORGAN P A
          2200 IDS Center
          80 South Eighth Street
          Minneapolis, MN 55402
          Tel: (612)977-8400
          Fax: (612)977-8650
          Email: kberman@briggs.com
                 bgurstelle@briggs.com
                 jmcdonald@briggs.com

The Minneapolis Foundation is represented by:

          Thomas F. Berndt, Esq.
          Thomas C. Mahlum, Esq.
          David L. Mitchell, Esq.
          800 LaSalle Avenue, Suite 2800
          Minneapolis, MN 55402
          Tel: (612)349-8500
          Fax: (612)339-4181
          ROBINS KAPLAN LLP
          Email: tberndt@robinskaplan.com
                 tmahlum@robinskaplan.com
                 dmitchell@robinskaplan.com

West Landesbank AG is represented by:

          Eric R. Sherman, Esq.
          DORSEY & WHITNEY LLP
          50 South Sixth Street, Suite 1500
          Minneapolis, MN 55402-1498
          Tel: (612)340-2600
          Fax: (612)340-2868
          Email: sherman.eric@dorsey.com

WestLB AG, New York Branch, is represented by:

          Monica L. Clark, Esq.
          Elizabeth A. Hulsebos, Esq.
          Thomas O. Kelly, III, Esq.
          Patrick J. McLaughlin, Esq.
          DORSEY & WHITNEY LLP
          50 South Sixth Street, Suite 1500
          Minneapolis, MN 55402-1498
          Tel: (612)340-2600
          Fax: (612)340-2868
          Email: clark.monica@dorsey.com
                 hulsebos.elizabeth@dorsey.com
                 kelly.tom@dorsey.com
                 

Deutsche Zentralgenossenschaftbank AG is represented by:

          Michael Rosow, Esq.
          WINTHROP & WEINSTINE
          Capella Tower, Suite 3500
          225 South Sixth Street
          Minneapolis, MN 55402-4629
          Tel: (612)604-6400
          Fax: (612)604-6800
          Email: mrosow@winthrop.com

                  About Petters Company

Based in Minnetonka, Minn., Petters Group Worldwide LLC is a
collection of some 20 companies, most of which make and market
consumer products.  It also works with existing brands through
licensing agreements to further extend those brands into new
product lines and markets.  Holdings include Fingerhut (consumer
products via its catalog and Web site), SoniqCast (maker of
portable, WiFi MP3 devices), leading instant film and camera
company Polaroid (purchased for $426 million in 2005), Sun Country
Airlines (acquired in 2006), and Enable Holdings (online
marketplace and auction for consumers and manufacturers' overstock
inventory).  Founder and chairman Tom Petters formed the company
in 1988.

Petters Company, Inc., is the financing and capital-raising unit
of Petters Group Worldwide.

Thomas Petters, the founder and former CEO of Petters Group, has
been indicted and a criminal proceeding against him is proceeding
in the U.S. District Court for the District of Minnesota.

Petters Company, Petters Group Worldwide and eight other affiliates
filed separate petitions for Chapter 11 protection (Bankr. D. Minn.
Lead Case No. 08-45257) on Oct. 11, 2008.  In its petition, Petters
Company estimated its debts at $500 million and $1 billion.

Parent Petters Group Worldwide estimated its debts at not more
than $50,000.

Petters Aviation, LLC, and affiliates MN Airlines, LLC, doing
business as Sun Country Airlines, Inc., and MN Airline Holdings,
Inc., filed separate petitions for Chapter 11 bankruptcy
protection(Bankr. D. Minn. Case Nos. 08-45136, 08-35197 and
08-35198) on Oct.6, 2008.  Petters Aviation is a wholly owned unit
of Thomas Petters Inc. and owner of MN Airline Holdings, Sun
Country's parent company.

The Official Committee of Unsecured Creditors is represented by
David E. Runck, Esq., Lorie A. Klein, Esq., at Fafinski Mark &
Johnson, P.A.

Trustee Douglas A. Kelley is represented by James A. Lodoen, Esq.,
Mark D. Larsen, Esq., Kirstin D. Kanski, Esq., Adam C. Ballinger,
Esq., at Lindquist & Vennum LLP.


PF2 NEWCO: Moody's Assigns 'B1' Corporate Family Rating
-------------------------------------------------------
Moody's Investors Service assigned credit ratings to PF2 Newco
Holdings, LLC (to be called Change Healthcare Holdings, LLC;),
including a B1 Corporate Family Rating ("CFR"), a B1-PD Probability
of Default rating ("PDR"), and Ba3 ratings on a proposed $500
million first-lien revolving credit facility and $4,865 million
first-lien term loan. Moody's also assigned a B3 rating on a
proposed $1,235 million issuance of senior unsecured notes. Certain
subsidiaries of Change Healthcare will be co-borrowers on the first
lien facilities. The ratings outlook is stable.

The $6.1 billion of anticipated cash proceeds (the revolver is
expected to be undrawn at close) will be used to make a $1.25
billion payment to McKesson Corporation ("McKesson") and a $1.75
billion payment to existing Change Healthcare, Inc. stockholders,
and to pay down approximately $2,883 million of Change Healthcare
Holdings, Inc. debt. The combination of a majority of McKesson's
McKesson Technology Solutions business unit and substantially all
of Legacy CHC will create a $3.1 billion-revenue provider of
end-to-end medical payment and claims solutions delivered through a
broad set of financial, clinical, and operational IT products and
services. Initially, 70% of the new entity will be owned by
McKesson shareholders and 30% by Change Healthcare, Inc.
shareholders. Upon the transaction's closing, anticipated to be in
the first half of 2017, Moody's expects to withdraw the existing
ratings of Legacy CHC.

Moody's assigned these ratings to PF2 Newco Holdings, LLC (Change
Healthcare Holdings, LLC):

-- Corporate Family Rating, Assigned B1

-- Probability of Default Rating, Assigned B1-PD

-- Senior Secured Revolving Credit Facility expiring 2022,
Assigned Ba3 (LGD3)

-- Senior Secured First-lien Term Loan maturing 2024, Assigned Ba3
(LGD3)

-- Senior Unsecured Notes maturing 2025, Assigned B3 (LGD6)

-- Outlook, Assigned Stable

RATINGS RATIONALE

The B1 CFR takes into account Change Healthcare's very high opening
pro-forma debt-to-EBITDA leverage, which Moody's expects will
moderate, through operating growth and synergy realization, to
below 6.0 times (on a Moody's-adjusted basis) twelve to 18 months
after closing. Ratings are supported by the combined company's
strong, $3 billion revenue scale and its leading position as an
end-to-end provider of technology-enabled products and services
across the healthcare payment accuracy continuum. The contributed
assets of the core MTS business unit and substantially all of
Legacy CHC's assets will constitute one of the largest financial
and administrative healthcare networks in the U.S., connected to
virtually all private and government payers, claim-submitting
providers and pharmacies, while processing about one in five of all
U.S. patient records.

Moody's believes that the moderate amount of product and service
overlap between MTS and Legacy CHC, combined with a high level of
customer overlap, underscores the soundness of the merger
rationale, and should allow for top line and operating synergies.
Legislative risks could threaten revenue growth, which Moody's sees
as only in the low single digit percentages. But the combined
Change Healthcare should realize scale efficiencies given the
transaction- and volume-driven nature of healthcare payments
processing. Moody's expects the company to maintain EBITDA margins
from 25% to 30%, solid for a services company.

Trends in the healthcare industry also support the combination:
increased healthcare spending as a result of inflation, higher
patient volumes with lower margins, a rise in costs attributed to
waste and abuse, favorable demographics, coverage expansion, and
greater, regulatory-driven complexity in the billing process
itself. As the needs of both healthcare payers and providers
converge, Change Healthcare's revenue cycle management services
should help all stakeholders in their transition from fee-for
service reimbursement to value-based care.

Moody's views Change Healthcare's liquidity as good, with expected
free cash flows of approximately $175 million in the first year
(possibly doubling in the second), and an undrawn $500 million
revolving credit facility. The stable rating outlook reflects
Moody's expectation that economies of scale and continued solid
demand for Change Healthcare's payment processing services will
enable the company to generate low, single-digit-percentage revenue
gains and strong, stable margins. While operations growth should
bring leverage down to below 6.0 times over the next year or so (as
compared with well above 6.0 times at closing), proceeds from an
IPO within that timeframe could reduce leverage by another roughly
three quarters of a turn. The merger agreement contemplates the
company's filing for an IPO within 18 months of the closing of the
transaction and the company has a 4.5 times post-IPO leverage
target.

The ratings could be upgraded if earnings growth and synergy
realization enable Change Healthcare to sustain Moody's-adjusted
debt-to-EBITDA of below 5.0 times. IPO proceeds would likely
accelerate management's deleveraging goals. Upward ratings pressure
could also result if free cash flow as a percentage of debt is
expected to be sustained in the high-single or double digits.

A ratings downgrade could result if Change Healthcare fails to make
substantial progress towards delivering to under 6.0 times
Moody's-adjusted debt to EBITDA due to either pricing pressures,
difficulties integrating MTS, or failure to achieve anticipated
synergies. Free cash flow as a percentage of debt that is sustained
in the low single digits would also pressure the rating.

The product of a combination with core MTS, announced in June 2016,
Change Healthcare provides software and analytics, network
solutions, and technology-enabled services that allow healthcare
providers and payers to exchange information, optimize revenue and
cash flow, control costs, and manage complex healthcare payment
workflows. Moody's expects the company's fiscal 2018 (ending March
2018) combined net revenues to be approximately $3.1 billion. Upon
the closing, Change Healthcare is expected to be owned 70% by
McKesson Corporation and 30% by Legacy CHC stockholders, including
private equity sponsors Blackstone and Hellman & Friedman.

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


PHARMACOGENETICS DIAGNOSTIC: Allowed to Use Cash Until March 1
--------------------------------------------------------------
Judge Thomas H. Fulton of the U.S. Bankruptcy Court for the Western
District of Kentucky authorized Pharmacogenetics Diagnostic
Laboratory, LLC to use cash collateral of Stock Yards Bank & Trust
Company on an interim basis until March 1, 2017.

The Debtor was authorized to use cash collateral solely to pay
normal trade payables, payroll, insurance premiums, taxes and
utilities that are necessary to preserve and maintain the assets
and business operations of the Debtor as set forth in the Budget.

Judge Fulton acknowledged that the Debtor's use of cash collateral
would minimize the disruption to the Debtor's business that would
otherwise result from the filing of the petition commencing the
Debtor's chapter 11 case.   

Judge Fulton granted Stock Yards Bank adequate protection of its
claim of security, which is adequate protection is in the form of:

     (1) a continued security interest in and to all prepetition
accounts receivable of the Debtor;

     (2) A first priority security interest to the same extent,
validity, and priority as its prepetition security interest in and
to all post-petition accounts receivable of the Debtor in
possession and proceeds thereof, which will be senior to any liens
granted to Dr. Roland Valdes to secure debtor in possession
financing; and

     (3) A first priority security interest to the same extent,
validity, and priority as its prepetition interest in the inventory
of the Debtor and the Debtor in possession and the proceeds
thereof, which will be senior to any liens granted to Dr. Roland
Valdes to secure debtor in possession financing.

Stock Yards Bank was also granted an administrative expense claim,
having priority over any and all other administrative expense,
other than fees payable to the United States Trustee and the
Debtor's counsel, Proposed Accountant, and any Official Creditors'
Committee in an amount not to exceed $100,000.

The Debtor was directed, among other things, to:

     (a) timely make all adequate protection payments to Stock
Yards Bank;

     (b) provide Stock Yards Bank a report detailing the uses of
cash by the Debtor for the prior week and an aging of all accounts
receivable by customer; and

     (c) maintain adequate insurance on its assets including
general liability coverage naming Stock Yards Bank as a lender's
loss payee.

A full-text copy of the Third Agreed Order, dated January 17, 2017,
is available at https://is.gd/IVKcav

             About Pharmacogenetics Diagnostic

Pharmacogenetics Diagnostic Laboratory, LLC, dba PGXL Laboratories
dba PGX Laboratories, filed a Chapter 11 petition (Bankr. W.D. Ky.
Case No. 16-33404) on Nov. 8, 2016. The petition was signed by Dr.
Roland Valdes, Jr., president/CEO. The case is assigned to Judge
Thomas H. Fulton. The Debtor estimated assets at $500,000 to $1
million and liabilities at $10 million to $50 million at the time
of the filing.

The Debtor is represented by Charity Bird Neukomm, Esq., at Kaplan
& Partners LLP. The Debtor  hires Strothman and Company as
Accountant.


PIEDMONT MINOR: Says PCO Appointment Not Necessary
--------------------------------------------------
Piedmont Minor Emergency Clinic, PC, filed a motion asking the U.S.
Bankruptcy Court for the Northern District of Georgia to find the
appointment of a Patient Care Ombudsman as not necessary.

In the Declaration of Maria Walker, MD, the sole shareholder of the
Debtor, she noted that the Debtor offers medical services,
including the diagnosis and treatment of injury or disease, to the
general public. She asserted that if the Court were to appoint a
patient care ombudsman, the financial impact that the additional
cost of an ombudsman would make the reorganization extremely
difficult, if not impossible.

Thus, the additional cost of an ombudsman in the likelihood of a
successful reorganization is significant, the Debtor asserted.
Therefore, the Debtor asks the Court to enter an order finding that
the appointment of a patient care ombudsman is not necessary for
the protection of the patients.

The Debtor is represented by:

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

            About Piedmont Minor Emergency Clinic

Piedmont Minor Emergency Clinic filed a voluntary Chapter 11
petition (Bankr. N.D. Ga. Case No. 17-50593) on January 11, 2017.


PK IN TOWN: Seeks to Use Bank United Cash Collateral
----------------------------------------------------
PK in Town, LLC seeks authorization from the U.S. Bankruptcy Court
for the Northern District of Texas to use cash collateral of Bank
United N.A.

The cash collateral consists of proceeds from the recent sale of
inventory, consisting of fine wines and spirits.

The Debtor contends that it needs to continue to operate in order
to pay its ongoing expenses, generate additional income and to
propose an orderly liquidation in this case.  The proposed Budget
permits the payment of the Debtor's ongoing operating expenses
which is approximately $7,512.

Bank United claims liens on the Debtor's personal property
including proceeds from the sale of inventory.  The Texas
Comptroller also claims a lien in cash collateral but their lien,
if any, would be junior to the lien of Bank United.

Accordingly, the Debtor proposes to provide Bank United with
post-petition liens and a priority claim in the Chapter 11
bankruptcy case.

A full-text copy of the Debtor's Motion, dated January 19, 2017, is
available at https://is.gd/DeA1XT

                  About PK in Town, LLC      

PK in Town, LLC, dba PK's Fine Wine & Spirits, dba PK's Fine Wine &
Spirits #1, dba PK's Fine Wine & Spirits #4, dba PK's Fine Wine &
Spirits #2, and dba PK's Fine Wine & Spirits #3 filed a Chapter 11
petition (Bankr. N.D. Tex. Case No. 17-30125), on January 5, 2017.
The Petition was signed by Erik Ward, manager.  The case is
assigned to Judge Barbara J. Houser.  The Debtor is represented by
Joyce W. Lindauer, Esq. at Joyce W. Lindauer Attorney, PLLC.  At
the time of filing, the Debtor estimated assets at $500,000 to $1
million and liabilities at $1 million to $10 million.


PLASKOLITE LLC: Proposed Amendment Credit Neutral, Moody's Says
---------------------------------------------------------------
Moody's Investors Service said Plaskolite, LLC's (B2 stable)
proposed amendment is credit neutral.

Plaskolite, LLC manufactures acrylic and other plastic products
sold into construction, retail, and other industrial end markets.
Products include consumer displays, kitchen and bath, lighting,
museum glass, signs, and windows/doors. The company operates
manufacturing facilities in Ohio, Mississippi, Texas, California,
and Monterrey, Mexico and has a distribution center in the
Netherlands. Headquartered in Columbus, Ohio, Plaskolite generated
around $350 million of revenue for twelve months ended Sept. 30,
2016.



PLAZA BROADWAY: Taps Eric A. Liepins P. C. as Counsel
-----------------------------------------------------
Plaza Broadway, LLC seeks approval from the U.S. Bankruptcy Court
for the Northern District Of Texas, Dallas Division, to employ Eric
A. Liepins and the law firm of Eric A. Liepins, P.C. as counsel.

The Debtor believes it is necessary to retain them immediately for
the purpose of orderly liquidating the assets, reorganizing the
claims of the Estate and determining the validity of claims
asserted in the Estate.

The Firm has been paid a retainer of $5,000, plus the filing fee.
The compensation to be paid to the Firm shall be based upon the
hourly rates:

     Eric A. Liepins                  $275.00 per hour
     Paralegals and Legal Assistants  $30.00-50.00 per hour

Eric A. Liepins, Esq. attests that thefFirm does not presently or
hold or represent any interest adverse to the interest of the
Debtor or its Estate and is disinterested within the meaning of 11
U.S.C. Section 101(13) to the best of his knowledge, information,
and belief.

The Firm can be reached through:

      Eric A. Liepins, Esq.
      ERIC A. LIEPINS, P.C.
      12770 Coit Road, Suite 1100
      Dallas, TX 75251
      Tel: (972) 991-5591
      Fax: (972) 991-5788

                            About Plaza Broadway

Plaza Broadway, LLC filed its Voluntary Petition for relief under
Chapter 11 of the U.S. Bankruptcy Code (Bankr N. D. Tex. Case No.
Case No. 17-30274) on January 20, 2017 and has continued in
possession of its property and operation of its business as a
Debtor-in-Possession pursuant to Sections 1107 and 1108 of the
Bankruptcy Code.


PORTAGE ELECTRIC: Seeks to Hire Applegate as Accountant
-------------------------------------------------------
Portage Electric Supply Corp. seeks approval from the U.S.
Bankruptcy Court for the Northern District of Indiana to hire an
accountant.

The Debtor proposes to hire Applegate & Co. to prepare and file its
tax returns.  Paul Applegate, an accountant employed with the firm,
will be primarily responsible for providing the services.

Mr. Applegate disclosed in a court filing that he does not
represent any interest adverse to the Debtor or its bankruptcy
estate.

The firm can be reached through:

     Paul Applegate
     Applegate & Co.
     1421 S. Woodland Avenue
     Michigan City, IN 46360

                      About Portage Electric

Portage Electric Supply, Corporation filed a chapter 11 petition
(Bankr. N.D. Ind. Case No. 16-31658) on July 22, 2016. The petition
was signed by Bridget L. Farkas, president.

The Debtor is represented by Gordon E. Gouveia, Esq., at Gordon E.
Gouveia, LLC.  The case is assigned to Judge Harry C. Dees, Jr.

The Debtor disclosed total assets at $902,451 and total liabilities
at $1.77 million.

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


PORTER BANCORP: Marc Satterthwaite Quits as Director
----------------------------------------------------
Marc N. Satterthwaite resigned as a director of Porter Bancorp,
Inc. effective Jan. 25, 2017.  Mr. Satterthwaite is relocating to
Sydney, Australia in connection with his executive duties at
Brown-Forman Corporation.  He has served as a director of Porter
Bancorp since April 2014.

                      About Porter Bancorp

Porter Bancorp, Inc., is a bank holding company headquartered in
Louisville, Kentucky.  Through its wholly-owned subsidiary PBI
Bank, the Company operates 18 full-service banking offices in
12 counties in Kentucky.

Porter Bancorp reported a net loss of $3.21 million on $36.57
million of interest income for the year ended Dec. 31, 2015,
compared to a net loss of $11.15 million on $39.51 million of
interest income for the year ended Dec. 31, 2014.

As of Sept. 30, 2016, Porter Bancorp had $915.3 million in total
assets, $871.7 million in total liabilities and $43.62 million in
total stockholders' equity.

The Company's auditor Crowe Horwath, LLP, in Louisville, Kentucky,
issued a "going concern" qualification on the consolidated
financial statements for the year ended Dec. 31, 2015, citing that
"the Company has incurred substantial losses in 2015, 2014 and
2013, largely as a result of asset impairments resulting from the
re-evaluation of fair value and ongoing operating expenses related
to the high volume of other real estate owned and non-performing
loans.  In addition, the Company's bank subsidiary is not in
compliance with a regulatory enforcement order issued by its
primary federal regulator requiring, among other things, increased
minimum regulatory capital ratios as well as being involved in
various legal proceedings in which the Company disputes material
factual allegations against the Company.  Additional losses,
adverse outcomes from legal proceedings or the continued inability
to comply with the regulatory enforcement order may result in
additional adverse regulatory action.  These events raise
substantial doubt about the Company's ability to continue as a
going concern."


PORTER BANCORP: Reported 2016 Net Loss Narrowed to $2.7 Million
---------------------------------------------------------------
Porter Bancorp, Inc., parent company of PBI Bank, reported
unaudited results for the fourth quarter of 2016.  Per share
amounts in this release have been adjusted to reflect the 1-for-5
reverse stock split of the Company's common shares that was
effective on Dec. 16, 2016.

The Company reported a net loss attributable to common shareholders
for the fourth quarter of 2016 of $6.4 million, or ($1.07) per
basic and diluted common share, compared to a net loss attributable
to common shareholders of $579,000, or ($0.11) per basic and
diluted share, for the fourth quarter of 2015 and a net loss
attributable to common shareholders for the year ended
Dec. 31, 2016, of $2.7 million, or ($0.46) per basic and diluted
common share, compared to net loss attributable to common
shareholders of $2.9 million, or ($0.62) per basic and diluted
common share, for the year ended Dec. 31, 2015.

As the Company reported on Dec. 2, 2016, the fourth quarter of 2016
was negatively impacted by the Kentucky Court of Appeals ruling
against the Bank in a decision with a partial dissent that upheld
the award of $1.515 million in compensatory damages and $5.5
million in punitive damages by the trial court.  The Bank
previously accrued the compensatory damages along with interest at
the statutory rate.  The punitive damages and statutory interest of
approximately $8 million had not been previously accrued and
impacted fourth quarter 2016 earnings.  On Dec. 30, 2016, the Bank
filed a motion for discretionary review with the Kentucky Supreme
Court.  Funds to retire all amounts due are on hand and available
to meet this obligation with no material impact to liquidity should
a decision be made to retire the accrued liability.

John T. Taylor, president and CEO noted, "While we were very
disappointed with the court's decision regarding this legacy issue,
the Bank's capital and liquidity remain strong and its mission to
serve our customers remains unchanged.  After adjusting for the
additional $8.0 million cost of the December 2016 ruling, net
income available to common shareholders would have been
approximately $5.3 million, or $0.92 per basic and diluted common
share in 2016.  It is also important to note that the Company's
core financial performance improved significantly in 2016 as the
balance sheet stabilized after a meaningful reduction in size over
the past several years, asset quality improved significantly with
non-performing assets and accruing TDRs declining from 5.3% to 2.3%
of total assets, and net interest margin improved from 3.27% in
2015 to 3.42% in 2016.  We are excited about our prospects for 2017
as we work to grow the franchise."

Net Interest Income - Net interest income before provision was $7.3
million for the fourth quarter of 2016 compared to $7.5 million in
the third quarter of 2016 and $7.4 million in the fourth quarter of
2015.  Average loans decreased to $619.6 million for the fourth
quarter of 2016 compared with $626.1 million in the third quarter
of 2016, and $619.5 million for the fourth quarter of 2015.  Net
interest margin decreased to 3.35% in the fourth quarter of 2016
compared to 3.47% in the third quarter of 2016 and 3.32% in the
fourth quarter of 2015.

The Company's yield on earning assets decreased to 4.01% in the
fourth quarter of 2016, compared to 4.15% for the third quarter of
2016 and 4.02% in the fourth quarter of 2015.  The Company's cost
of funds was 0.78% in both the third and fourth quarters of 2016,
compared to 0.79% for the fourth quarter of 2015.

Allowance for Loan Losses and Negative Provision for Loan Losses -
The allowance for loan losses to total loans was 1.40% at Dec. 31,
2016, compared to 1.53% at Sept. 30, 2016, and 1.95% at Dec. 31,
2015.  The declining level of the allowance is primarily driven by
declining charge-off levels and improving trends in credit quality.
Net loan recoveries were $28,000 for the fourth quarter of 2016,
compared to net loan recoveries of $135,000 for the third quarter
of 2016 and net loan recoveries of $143,000 for the fourth quarter
of 2015.  The allowance for loan losses for loans evaluated
collectively for impairment was 1.37% at Dec. 31, 2016, compared
with 1.51% at Sept. 30, 2016, and 1.98% at
Dec. 31, 2015.

Because of ongoing improvements in asset quality and management's
assessment of risk in the loan portfolio, a negative provision of
$550,000 was recorded for the fourth quarter of 2016, compared to a
negative provision of $750,000 for the third quarter of 2016 and
negative provision of $2.3 million in the fourth quarter of 2015.

Non-performing Assets - Non-performing assets, which include loans
past due 90 days and still accruing, loans on nonaccrual, and other
real estate owned, decreased to $16.0 million, or 1.70% of total
assets at Dec. 31, 2016, compared with $17.2 million, or 1.88% of
total assets at Sept. 30, 2016, and $33.3 million, or 3.51% of
total assets, at Dec. 31, 2015.

Non-performing loans decreased to $9.2 million, or 1.44% of total
loans at Dec. 31, 2016, compared with $10.1 million, or 1.62% of
total loans at Sept. 30, 2016, and $14.1 million, or 2.28% of total
loans, at Dec. 31, 2015.  The decrease from the previous year was
primarily driven by $5.3 million in principal payments received on
nonaccrual loans, $1.3 million of nonaccrual loans migrating to
OREO, and $1.7 million of charge-offs offset by $4.4 million in
loans placed on nonaccrual during 2016.

OREO at Dec. 31, 2016, decreased to $6.8 million, compared with
$7.1 million at Sept. 30, 2016, and $19.2 million at Dec. 31, 2015.
The Company acquired $30,000 in OREO and sold $98,000 in OREO
during the fourth quarter of 2016.  Fair value write-downs arising
from lower market prices or new appraisals totaled $210,000 in the
fourth quarter of 2016 compared with $320,000 in the third quarter
of 2016 and $2.8 million in the fourth quarter of 2015.

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

                      https://is.gd/hDIgTM

                      About Porter Bancorp

Porter Bancorp, Inc., is a bank holding company headquartered in
Louisville, Kentucky.  Through its wholly-owned subsidiary PBI
Bank, the Company operates 18 full-service banking offices in
12 counties in Kentucky.

Porter Bancorp reported a net loss of $3.21 million on $36.57
million of interest income for the year ended Dec. 31, 2015,
compared to a net loss of $11.15 million on $39.51 million of
interest income for the year ended Dec. 31, 2014.

As of Sept. 30, 2016, Porter Bancorp had $915.3 million in total
assets, $871.7 million in total liabilities and $43.62 million in
total stockholders' equity.

The Company's auditor Crowe Horwath, LLP, in Louisville, Kentucky,
issued a "going concern" qualification on the consolidated
financial statements for the year ended Dec. 31, 2015, citing that
"the Company has incurred substantial losses in 2015, 2014 and
2013, largely as a result of asset impairments resulting from the
re-evaluation of fair value and ongoing operating expenses related
to the high volume of other real estate owned and non-performing
loans.  In addition, the Company's bank subsidiary is not in
compliance with a regulatory enforcement order issued by its
primary federal regulator requiring, among other things, increased
minimum regulatory capital ratios as well as being involved in
various legal proceedings in which the Company disputes material
factual allegations against the Company.  Additional losses,
adverse outcomes from legal proceedings or the continued inability
to comply with the regulatory enforcement order may result in
additional adverse regulatory action.  These events raise
substantial doubt about the Company's ability to continue as a
going concern."


POST EAST: Can Use Connect REO Cash Collateral Until February 28
----------------------------------------------------------------
Judge Ann M. Nevins of the U.S. Bankruptcy Court for the District
of Connecticut authorized Post East, LLC to use the cash collateral
of Connect REO, LLC, from January 1, 2017, through February 28,
2017.

The Debtor was authorized to use rentals or other funds that may
constitute cash collateral up to the total amount of expenses
projected to be $11,258 for January 2017 and $11,558 for February
2017.  The Budget, among others, provides for two monthly adequate
protection payments of $6,500 each payable to Connect REO.

Judge Nevins granted Connect REO secured interests in all
post-petition rents and leases as the same may be generated,  to
the extent the interest of Connect REO in such cash collateral may
be proven, and to the extent such cash collateral is used, which
post-petition secured interest will be subordinate to all Chapter
11 quarterly fees that will become due pursuant to 28 U.S.C.
Section 1930(a)(6).

A continued hearing on the Debtor's use of cash collateral during
the Chapter 11 proceeding will be held on February 21, 2017 at 2:00
p.m.

A full-text copy of the Fourth Order, dated January 17, 2017, is
available at https://is.gd/hrvk18


                  About Post East, LLC

Post East, LLC, owns real estate at 740-748 Post Road East,
Westport, Connecticut.  The property is commercial real estate
which presently has seven leased spaces.  The secured creditor is
Connect REO, LLC, which is owed $1,043,000.

Post East, LLC, filed for Chapter 11 bankruptcy protection (Bankr.
D. Conn. Case No. 16-50848) on June 27, 2016.  The petition was
signed by Michael F. Calise, member.  The Debtor estimated assets
and liabilities at $1 million to $10 million at the time of the
filing.
  
The Debtor is represented by Carl T. Gulliver, Esq., at Coan
Lewendon Gulliver & Miltenberger LLC.  The Debtor employed Chappo
LLC as mortgage broker.


PRA HEALTH: S&P Raises CCR to 'BB'; Outlook Positive
----------------------------------------------------
S&P Global Ratings raised its corporate credit rating on Raleigh,
N.C.-based PRA Health Sciences Inc. to 'BB' from 'BB-'.  The
outlook is positive.

At the same time, S&P assigned a 'BB' issue-level rating to the
senior secured credit facility issued by Pharmaceutical Research
Associates Inc., a wholly owned subsidiary of PRA Health Sciences
Inc.  The recovery rating on this debt is '3', indicating S&P's
expectation for meaningful (50%-70%, in the higher end of the
range) recovery in the event of a payment default.  S&P withdrew
the existing senior secured issue-level ratings on PRA Health
Sciences Inc. because the company redeemed the related debt.

In addition, S&P raised the issue-level rating on the 9.5% senior
unsecured debt to 'BB-' from 'B+' to reflect the higher corporate
credit rating.  The recovery rating on this debt remains '5',
indicating S&P's expectation for modest recovery (10%-30%, at the
lower end of the range) in the event of default.

"Our upgrade of PRA Health reflects our expectation that long-term
leverage will remain below 4x," said S&P Global Ratings credit
analyst Matthew Todd.  S&P's lower leverage expectation is
supported by its view that there is less risk of a large,
debt-financed dividend given the greater proportion of public
ownership, greater amortization payments from the company's new
term loan A, and S&P's expectation for sufficient cushion for an
unexpected debt-funded acquisition or share repurchase.

While S&P believes that leverage could decline below 3x in 2017 if
PRA Health does not make acquisitions, S&P believes that the
company is comfortable increasing leverage to pursue attractive
acquisition targets.  However, S&P believes that the company has
substantial debt capacity at the 'BB' rating, and S&P estimates
that PRA Health could make a $1 billion acquisition at a 12x EBITDA
multiple and delever below 4x within a year.

S&P's view of PRA Health's competitive position is mostly
unchanged. PRA Health is one of the leading players in the contract
research organization (CRO) industry, which S&P projects to grow
7%-8% in 2016, benefiting from increasing drug development spending
and outsourcing by biopharmaceutical companies of all sizes.  The
company's global presence and reputation for executing in complex
therapeutic areas strengthens its market position.  S&P believes
PRA maintains a similar competitive position to other large
clinical CROs; the company benefits from a few preferred provider
relationships and is limited by its scale compared to Quintiles,
the largest CRO, and the negotiating strength of its large
pharmaceutical customers.

The positive outlook reflects the possibility that leverage could
remain in the mid- to low-2x area in the next year through the
combination of EBITDA growth and debt repayment.  However, the
positive outlook reflects S&P's view that the company needs to
establish a track record of operating at this lower leverage level
before S&P considers a higher rating.

S&P could consider raising its rating on PRA Health if S&P become
confident that the company's long-term leverage will remain below
3x.  If the company tenders its remaining 9.5% senior unsecured
notes and lowers leverage to the 2x-2.5x range, S&P could consider
the company to have significant cushion below 3x, warranting a
higher rating.  In this scenario, S&P would expect to see similar
positive pharmaceutical R&D trends, and it would expect the company
to meet its forecast for operating performance.

S&P could revise the outlook back to stable should the company
adopt a more aggressive financial policy that results in leverage
sustained above 3x over time.  This could manifest in added debt
either from a large acquisition or share repurchases above what is
available from discretionary cash flow.


PRO CONSTRUCTION: Seeks 90-Day Plan Filing Extension
----------------------------------------------------
Pro Construction Trades, Inc. asks the U.S. Bankruptcy Court for
the District of New Jersey to extend its exclusive periods for
filing a chapter 11 plan and soliciting acceptances to the plan for
a period of 90 days, or until April 3, 2017 and July 16, 2017.

The Debtor currently has until February 16, 2017 to file a chapter
11 plan, and until April 17, 2017 to solicit acceptances to the
plan.

The Debtor relates that it has been in Chapter 11 for approximately
three months, during which time it has continued to manage its
business operations.  The Debtor further relates that two of its
former clients, Realogy Operations, LLC and Wyndham Worldwide
Operations, LLC, previously filed separate motions seeking to
vacate the automatic stay of 11 U.S.C. Section 362 and terminate
their respective facility management agreements with the Debtor.
The Debtor says that after contesting these motions, it reached
agreements with both Realogy and Wyndham regarding the terms and
conditions pursuant to which the parties’ respective property
management agreements would be terminated.

The Court entered an Agreed Order terminating the management
agreement between the Debtor and Realogy and another Agreed Order
granting Wyndham relief from the automatic stay and terminating the
Debtor’s property management agreement with Wyndham.

The Debtor intends to fund a plan largely from the proceeds of its
business operations.  The Debtor contends that it is currently
operating and performing work pursuant to the terms of other
property management agreements, as well as specific construction
project management agreements.  The Debtor further contends that it
is currently seeking additional contracts.

The Debtor tells the Court that it has recently reduced its
overhead via a reduction in its office staff and/or the number of
hours worked by its current office staff.  The Debtor further tells
the Court that it the Debtor has also reduced its health insurance
and worker’s compensation premiums.  The Debtor says it is
currently exploring other avenues to reorganize its business and
that it requires a few more months in Chapter 11 to determine if a
plan of reorganization is feasible.  The Debtor adds that because
the General Bar Date does not expire for more than a month, it has
not begun the claims review process, and is therefore not in a
position to file a Chapter 11 Plan prior to the expiration of the
current February 16, 2017 exclusivity deadline. The Debtor submits
that it requires additional time in Chapter 11 to operate, and
review filed proofs of claim with its professionals, so that it can
determine if a plan of reorganization is feasible.

            About Pro Construction Trades, Inc.

Pro Construction Trades, Inc., dba Premier Facility Services,
sought protection under Chapter 11 of the Bankruptcy Code (Bankr.
D.N.J. Case No. 16-30001) on October 19, 2016.  The petition was
signed by Brian Troast, president.  

The case is assigned to Judge John K. Sherwood.

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


QUANTUM CORP: Reports Fiscal Third Quarter 2017 Results
-------------------------------------------------------
Quantum Corporation reported net income of $5 million on $133.5
million of total revenue for the three months ended Dec. 31, 2016,
compared to a net loss of $821,000 on $128.0 million of total
revenue for the three months ended Dec. 31, 2015.

For the nine months ended Dec. 31, 2016, the Company reported net
income of $5.55 million on $384.51 million of total revenue
compared to a net loss of $23.51 million on $355.9 million of total
revenue for the nine months ended Dec. 31, 2015.

As of Dec. 31, 2016, Quantum had $230.7 million in total assets,
$346.2 million in total liabilities and a stockholders' deficit of
$116.6 million.

"Following up on our revenue growth and improved profitability in
the first half of the fiscal year, we again delivered solid results
in the December quarter," said Jon Gacek, president and CEO of
Quantum.  "On a year-over-year basis, we generated our 22nd
consecutive quarter of scale-out tiered storage revenue growth and
increased total revenue, data protection sales and overall
profitability for the third straight quarter.  As a result of our
strong execution and the leverage our financial model provides,
year-to-date GAAP and non-GAAP net income also improved $29 million
and $24 million, respectively, on a total revenue increase of $29
million.

"In the fourth quarter, our focus is to continue building on our
momentum by providing customers with the optimal combination of
high performance, low-cost capacity and ready access to meet their
increasing data management demands and achieve their business or
mission objectives.  We are well-positioned to capitalize on the
opportunities across our target markets, having expanded our
product offerings, sales capabilities and ecosystem partnerships
over the past nine months.  As a result, we are raising our revenue
and profitability guidance for fiscal 2017."

Fiscal Third Quarter 2017 Business Highlights

* Quantum concluded definitive agreements with PNC Bank and TCW
  Direct Lending on a $170 million financing package.  The    
  agreement with PNC includes an $80 million revolving credit
  facility and an additional $20 million credit line available
  under an accordion feature.  The agreement with TCW provides for
  a $50 million term loan with TCW that was drawn upon closing and
  a $20 million delayed draw term loan available through Dec. 31,
  2017.

* The Company announced StorNext 5.4, the latest version of its
  award-winning StorNext file system and data management software.
  StorNext 5.4 enables customers to integrate their existing
  public cloud storage accounts and/or third-party, object
  storage-based private clouds as tiers in a StorNext-managed
  environment.  As a result, users can get all the benefits of
  StorNext while protecting prior investments and reducing the
  cost and complexity of cloud administration.  Another feature
  provides the ability to embed asset manager, data management and
  data sharing applications in StorNext-powered appliances,
  thereby reducing the time, cost and complexity of deploying and
  maintaining applications.

* Quantum introduced a new Scalar storage platform optimized for
  storing and managing the ever-increasing volumes of
  unstructured data.  The first new products based on this
  platform are the Scalar i6 and Scalar i3 tape libraries and the
  StorNext AEL6 purpose-built rich media archive appliance.  The
  new Scalar platform offers a range of benefits, including best-
  in-class storage density -- twice that of earlier-generation
  rack-mounted libraries -- which enables organizations of all
  sizes to reduce their data center footprint and further reduce
  their storage costs.

* Notable scale-out tiered storage customer wins included large
  deals with several leading broadcasters and postproduction
  companies, two police departments seeking video surveillance
  solutions and a broad range of organizations that turned to
  Quantum for help managing their growing unstructured data
  archives.  These organizations included a major government
  agency, an automotive electronics supplier that is one of the
  leaders in self-driving technology, an international weather
  forecasting agency and a top medical research institute.

* In data protection, Quantum had a series of notable DXi6900
  product family wins, including million dollar-plus deals at an
  Asian taxation department, a major European insurance company
  and two big banks, as well as other large deals at a state-
  owned energy provider in Asia and a leading U.S. telecomm
  company.

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

                     https://is.gd/rVgoLp

                      About Quantum Corp.

Based in San Jose, California, Quantum Corp. (NYSE:QTM) --
http://www.quantum.com/-- is a storage company specializing in   
backup, recovery and archive.  Quantum provides a comprehensive,
integrated range of disk, tape, and software solutions supported
by a world-class sales and service organization.

For the year ended March 31, 2016, Quantum Corp reported a net loss
of $74.68 million following net income of $16.76 million for the
year ended March 31, 2015.


RALSTON-LIPPINCOTT: Case Summary & Top Unsecured Creditors
----------------------------------------------------------
Debtor affiliates filing separate Chapter 11 bankruptcy petitions:

      Debtor                                     Case No.
      ------                                     --------
      Ralston-Lippincott-Hasbrouck-Ingrassia     17-35114
      Funeral Home, Inc.
      72 West Main Street
      Middletown, NY 10940

      Lippincott-Ingrassia Funeral Home, Inc.    17-35115
      92 Main Street
      Chester, NY 10918

      Lippincott Funeral Chapel, Inc.            17-35116

      CKI, LLC                                   17-35117

Chapter 11 Petition Date: January 26, 2017

Court: United States Bankruptcy Court
       Southern District of New York (Poughkeepsie)

Judge: Hon. Cecelia G. Morris

Debtors' Counsel: Mike Pinsky, Esq.
                  HAYWARD, PARKER, O'LEARY & PINSKY
                  225 Dolson Ave, Suite 303
                  PO Box 929
                  Middletown, NY 10940-0929
                  Tel: 845-343-6227
                  Fax: 845-343-1927
                  E-mail: hpoplaw@gmail.com

                                         Estimated   Estimated
                                           Assets   Liabilities
                                         ---------  -----------
Ralston-Lippincott-Hasbrouck-Ingrassia  $1,280,000   $1,110,000
Lippincott-Ingrassia Funeral              $557,600     $422,138

The petitions were signed by Anthony Ingrassia, president.

A copy of Ralston-Lippincott-Hasbrouck-Ingrassia's list of three
unsecured creditors is available for free at:

         http://bankrupt.com/misc/nysb17-35114.pdf

A copy of Lippincott-Ingrassia Funeral's list of two unsecured
creditors is available for free at:

         http://bankrupt.com/misc/nysb17-35115.pdf


RCR CAR CARE: Unsecureds to Recover 12.5% Under Plan
----------------------------------------------------
RCR Car Care, LLC, filed with the U.S. Bankruptcy Court for the
Eastern District of New York a disclosure statement referring to
the Debtor's plan of reorganization.

Class 2 General Unsecured Claims total $205,812.13.  The holders
will be paid $25,000 as follows: $5,000 within 20 days of the
Effective Date of the Plan and $20,000 paid as 20 equal,
consecutive, quarterly payments of $1,000 each over a period of
five years.  Each allowed claim in this class will receive pro rata
payment.  Each holder of an allowed Class 2 Claim will be paid an
amount equal to approximately 12.5% of the allowed claim.  Payment
will commence 30 days after the Effective Date and continuing on
the date that is 120 days after the first payment, and each 120
days thereafter for 19 additional quarterly payments.  To the
extent additional general unsecured claims are filed before the
claims bar date of Feb. 1, 2017, the pro rata payment to each
individual class member may decrease.

Class 2 includes the general unsecured claim of Richard Roberts in
the amount of $34,500 and RCR Business Group, Inc., an affiliate of
the Debtor in the amount of $15,000.  These claims will not receive
a distribution as they are waiving payment as part of the member's
new capital contribution.

Class 2 Claims are impaired under the Plan.

The Plan will be effectuated as follows:

     (a) $5,000 being contributed by Richard Roberts upon
         confirmation and cash flow from the Debtor to fund the
         periodic payments to the priority claims and Class 2
         claims; and

     (b) the waiver by the member of his pro rata portion of Class

         2 payments that he would be entitled to receive had he
         not waived payment, as well as his waiver of his
         postpetition cash infusion of at least $27,000.

The Court has scheduled Feb. 27, 2017, at 1:30 p.m. the hearing for
final approval of the Disclosure Statement and confirmation of the
Plan.

The Disclosure Statement is available at:

             http://bankrupt.com/misc/nyeb16-71074-52.pdf

Headquartered in Riverhead, New York, RCR Car Care, LLC, is a motor
vehicle repair facility.  The Debtor, until Dec. 2, 2016, operated
as a franchised Meineke Repair Shop.  The Debtor now operates as a
private label auto repair facility -- RCR Car Care.

The Debtor sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. E.D.N.Y., Case No. 16-71074) on March 14, 2016,
estimating its assets at between $50,001 and $100,000 and its
liabilities at between $100,001 and $500,000.  The Debtor is
represented by Heath S Berger, Esq., at Berger, Fischoff & Shumer,
LLP.


REVOLVE SOLAR: Disclosures OK'd; Plan Hearing on March 21
---------------------------------------------------------
The Hon. Tony M. Davis of the U.S. Bankruptcy Court for the Western
District of Texas has approved Revolve Solar (TX) Inc. and Revolve
Solar (CA) Inc.'s second amended joint disclosure statement dated
Jan. 20, 2017, referring to the Debtors' second amended plan of
reorganization dated Jan. 20, 2017.

A hearing to consider the confirmation of the Plan will be held on
March 21, 2017, at 1:30 p.m. (CT).

Objections to the confirmation of the Plan, as well as ballots for
acceptances or rejections of the Plan, must be filed by March 14,
2017, at 5:00 p.m. (CT).

By March 17, 2017, the counsel for the Debtor will file with the
Court (a) a ballot summary in the form required by Local Bankruptcy
Rule 3018(b) with a copy of the ballots and (b) a memorandum of
legal authorities addressing any objections filed to the Plan.

As reported by the Troubled Company Reporter on Jan. 27, 2017, the
Debtors filed with the Court the Disclosure Statement and
accompanying Plan, which proposes the same monthly payment to
unsecured creditors in both cases ($4,000 to Class 4, and $2,500 to
Class 5) because Debtors believe those payments are reasonable and
fair.  Those sums will be shared amongst far fewer parties in
Revolve Solar (TX), but those monthly payments are a larger share
of Revolve Solar (TX)'s monthly expenses.

                       About Revolve Solar

Revolve Solar, Inc. aka Revolve Solar LLC, Revolve Solar (TX) Inc.,
and Revolve Solar (CA) Inc. each filed chapter 11 petitions (Bankr.
W.D. Tex. Case Nos. 16-10896, 16-10897, and 16-10899) on July 31,
2016.  The petitions were signed by Tim Padden, president.  The
Debtors are represented by Joyce W. Lindauer, Esq., at Joyce W.
Lindauer Attorney, PLLC.  Revolve Solar, Inc. and Revolve Solar
(TX) Inc.'s cases are assigned to Judge Tony M. Davis, while
Revolve Solar (CA) Inc.'s case is assigned to Judge Christopher B.
Mott.  The Debtors each estimated assets and liabilities at $1
million to $10 million at the time of the filing.


RHINO EXCAVATING: Taps Dennis Brumfield as Accountant
-----------------------------------------------------
Rhino Excavating, LLC seeks approval from the U.S. Bankruptcy Court
for the Southern District of West Virginia to hire an accountant.

The Debtor proposes to hire Dennis Brumfield, a certified public
accountant, to complete and file its income tax returns, and
provide other accounting services.  

Mr. Brumfield will be paid an hourly rate of $200.  He will be
assisted by Mary Perdue, an accountant, and his support staff who
will be paid $75 per hour and $50 per hour, respectively.

In a court filing, Mr. Brumfield disclosed that he does not hold or
represent any interest adverse to the Debtor and its bankruptcy
estate.

Mr. Brumfield maintains an office at:

     Dennis M. Brumfield
     3301 Jackson Avenue
     Point Pleasant, WV 25550

The Debtor is represented by:

     Joe M. Supple, Esq.
     Supple Law Office, PLLC
     801 Viand Street
     Point Pleasant, WV 25550
     Tel: (304) 675-6249
     Fax: (304) 675-4372
     Email: joe.supple@supplelaw.net

                     About Rhino Excavating

Rhino Excavating, LLC sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S.D. W.Va. Case No. 15-30351) on August 18,
2015.  The petition was signed by Crissa Raines, member.  

The case is assigned to Judge Ronald G. Pearson.

At the time of the filing, the Debtor estimated its assets and
liabilities at $1 million to $10 million.


ROBISON TIRE: Taps Corlew Munford as Special Counsel
----------------------------------------------------
Robison Tire Company, Inc. seeks approval from the U.S. Bankruptcy
Court for the Southern District of Mississippi to hire Corlew
Munford & Smith, PLLC as its special counsel.

Corlew will represent Robison in a civil action filed by Hercules
Tire & Rubber Company, Inc. against the company.  The firm will be
paid on a contingency basis.

Robison also proposes that the firm be allowed to employ expert and
consulting witnesses without obtaining prior court approval, and to
utilize a $30,000 retainer to be deposited with the firm for such
fees and other expenses.

John G. Corlew, Esq., disclosed in a court filing that his firm
does not hold any interest adverse to the Debtor or its bankruptcy
estate.

The firm can be reached through:

     John G. Corlew, Esq.
     Corlew Munford & Smith, PLLC
     4450 Old Canton Road, Suite 111
     Jackson, MS 39211
     Phone: 601-366-1106 / 601-364-2761
     Fax: 601-366-1052
     Email: jcorlew@cmslawyers.com

                         About Robison Tire

Since the early 1970's, Robison Tire Co., Inc. has been an
authorized wholesaler and retailer of a number of the brands,
including Armour, Bridgestone, Goodyear, Hankook, Hercules and
Toyo.

Robison Tire Co., Inc. sought the Chapter 11 protection (Bankr.
S.D. Miss. Case No. 16-51183) on July 14, 2016.  The petition was
signed by Michael Windham, president.  Judge Katharine M. Samson is
assigned to the case.  The Debtor estimated assets in the range of
$500,000 to $1 million and $1 million to $10 million in debt.

Jarrett Little, Esq. at Lentz & Little, PA serves as the Debtor's
counsel.  The Debtor employs Taylor Auction & Realty, Inc. as
auctioneer and appraiser; and Molloy-Seidenburg & Co., P.A. as
accountant.

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


ROZEL JEWELER'S: Unsecureds to Recoup 17% Under Plan
----------------------------------------------------
Rozel Jeweler's, Inc., filed with the U.S. Bankruptcy Court for the
Western District of Pennsylvania a disclosure statement referring
to the Debtor's plan of reorganization dated Jan. 25, 2017.

After determination of their allowed claims, Class 2 general
unsecured claims will be paid the approximate amount of 17%, pro
rata, over the life of the Plan.  All timely filed unsecured claims
will receive a total, pro rata distribution of $17,188.33 or
approximately 17% of the unsecured claims.  This distribution is
appropriate pursuant to the "liquidation alternative test".  In
other words, the Debtor's assets total $53,768.77 pursuant to the
schedules, less the timely filed secured claim of $36,585.44 of CAN
Capital Asset Servicing, Inc, result in "liquidation alternative"
of $17,188.33.

Payment will be made from monthly retail profits to Debtor's
counsel.  The counsel for the Debtor will disburse semi-annually.

The Disclosure Statement is available at:

           http://bankrupt.com/misc/pawb16-10291-66.pdf

The Plan was filed by the Debtor's counsel:

     Daniel P. Foster, Esq.
     FOSTER LAW OFFICES
     P.O. Box 966
     Meadville, PA 16335
     E-mail: dan@mrdebtbuster.com

Headquartered in Conneaut Lake, Pennsylvania, Rozel Jeweler's,
Inc., sought protection under Chapter 11 of the Bankruptcy Code
(Bankr. W.D. Pa. Case No. 16-10291) on March 31, 2016.  The Debtor
is represented by Daniel P. Foster, Esq., at Foster Law Offices.


RSG REAL ESTATE: Taps Goldstein Bershad & Fried as Counsel
----------------------------------------------------------
RSG Real Estate Enterprises, LLC seeks approval from the U.S.
Bankruptcy Court for the Eastern District of Michigan, Southern
Division, to employ Goldstein Bershad & Fried, P.C. as attorneys.

The counsel will provide legal advice and handle the usual and
necessary legal affairs of the Debtor in these proceeding
including, but not limited to, advising the Debtor on legal issues
relating to the Chapter 11 process, negotiating with creditors,
preparing the Chapter 11 Plan and dealing with legal issues that
may arise in this case.

Scott M. Kwiatkowski attests that the firm and its personnel are
disinterested within the meaning of 11 U.S.C. Section 101(14), meet
the requirements of Bankruptcy Rule 2014, and hold no interest
adverse to the Estate.

The Debtor shall maintain a $5,000.00 retainer at all times. The
funds shall be held in escrow pending an award of fees or further
Order of the Bankruptcy Court. The hourly rates of the Law Firm
range from $75 per hour for paralegals to $400 per hour for senior
attorneys.

The Firm can be reached through:

     Scott Kwiatkowski, Esq.
     GOLDSTEIN BERSHAD & FRIED PC
     4000 Town Center, Suite 1200
     Southfield, MI 48075
     Tel: (248) 355-5300
     Fax: (248) 355-4644
     E-mail: scott@bk-lawyer.net

                    About RSG Real Estate Enterprises LLC

RSG Real Estate Enterprises LLC, Bloomfield Hills, MI, filed its
voluntary petition for relief under Chapter 11 of the Bankruptcy
Code (Bankr. E. D. Mi. Case No. 16-56587 ) on December 12, 2016.
The petition was signed by Richard Glisky, managing member. Hon.
Mark A. Randon presides the case.

As of filing date, the Debtor estimates $1 million to $10 million
in assets and liabilities.

The Debtor listed Shelby County Treasurer as its unsecured creditor
holding an unknown amount of claim.


RYCKMAN CREEK: Seeks April 28 Plan Filing Period Extension
----------------------------------------------------------
Ryckman Creek Resources, LLC and its affiliated Debtors ask the
U.S. Bankruptcy Court for the District of Delaware to extend their
exclusive periods for filing a chapter 11 plan and soliciting
acceptances to the plan, through April 28, 2017 and June 25, 2017,
respectively.

Absent the extension, the Debtors' exclusive plan filing period and
solicitation period will expire on January 28, 2017 and March 27,
2017, respectively.

The Debtors filed their Modified Second Amended Joint Chapter 11
Plan of Reorganization on January 5, 2017.  The hearing to consider
confirmation of the Plan is scheduled for February 14, 2017, which
date,  the Debtors contend, is likely to be adjourned to March 2017
while the Debtors finalize certain outstanding issues.

The Debtors believe that their Plan, or an amended version of the
Plan, will be confirmed at the Confirmation Hearing within the
existing Solicitation Period.  The Debtors tell the Court, however,
that their current Plan Period is set to expire on January 28,
2017.  The Debtors further tell the Court that given the oustanding
issues that must be resolved prior to the Confirmation Hearing, and
the potential that the Confirmation Hearing may be adjourned until
a date in March 2017, the Debtors seek extension of the Exclusivity
Periods out of an abundance of caution to ensure that, in the event
the Plan is not confirmed at the Confirmation Hearing or the
timeline shifts for any reason, the Debtors retain the exclusive
right to propose a new plan of reorganization, solicit votes on a
plan of reorganization, retain control over their reorganization,
and remain at the center of negotiations with their key
constituencies.  The Debtors add that maintaining the exclusive
right to file and solicit votes on a plan of reorganization is
critical to the success of the Chapter 11 cases.

          About Ryckman Creek Resources, LLC.

Formed on Sept. 8, 2009, Ryckman Creek Resources, LLC, is engaged
in the acquisition, development, marketing, and operation of a
Natural gas storage facility known as the Ryckman Creek Facility.

The Ryckman Creek Facility is a depleted crude oil and natural gas
reservoir located in Uinta County, Wyoming. The Company began
development of the reservoir into a natural gas storage facility in
2011. The Ryckman Creek Facility began commercial operations in
late 2012 and received injections of customer gas and gas purchased
by the Company. The Debtors have approximately 35 employees.

Ryckman Creek Resources, LLC, Ryckman Creek Resources Holdings LLC,
Peregrine Rocky Mountains LLC and Peregrine Midstream Partners LLC
filed Chapter 11 bankruptcy petitions (Bankr. D. Del. Case Nos.
16-10292 to 16-10295) on Feb. 2, 2016. The petitions were signed by
Robert Foss as chief executive officer. Kevin J. Carey has been
assigned the case.

The Debtors have engaged Skadden, Arps, Slate, Meagher & Flom LLP
as counsel, AP Services, LLC, as management provider, Evercore
Group LLC as investment banker, and Kurtzman Carson Consultants LLC
as claims and noticing agent.

On April 11, 2016, Ryckman Creek Resources, LLC, disclosed total
assets of more than $205 million and total debts of more than
$391.2 million.

On February 12, 2016, the Office of the United States Trustee
appointed an Official Committee of Unsecured Creditors. Counsel for
the Committee are Greenberg Traurig, LLP's Dennis A. Meloro, Esq.,
David B. Kurzweil, Esq., and Shari L. Heyen, Esq. The Committee
retained Alvarez & Marsal, LLC, as financial advisors.


S&P ENTERPRISES: Agent OK'd to Clawback Over $177K from Patel
-------------------------------------------------------------
Judge Katharine M. Samson of the granted the motion for summary
judgment filed by H. Kenneth Lefoldt, Jr., litigation agent for S&P
Enterprises, LLC, in his clawback lawsuit against Jayesh K. Patel,
one of the members of the Debtor.

The debtor, S&P Enterprises, LLC, has three members, who each owned
one third of the company: Kishan Shah, Dipak Amandavia, and Jayesh
Patel.  On October 22, 2013, the Court granted S&P's motion to hire
H. Kenneth Lefoldt, Jr., and his firm as accountants for the
debtor.  On June 23, 2014, the Court confirmed S&P's Chapter 11
Plan which called for each member to contribute $300,000.00 to S&P
to maintain their interest and in settlement of potential avoidance
actions.  The Plan also named Lefoldt as litigation agent and
granted him "the exclusive right and authority to pursue on behalf
of the Debtor any applicable causes of action against a Member who
does not settle."

Neither Amandavia nor Patel paid the $300,000.00, and their
membership interests were cancelled through the Plan.  Lefoldt, as
litigation agent, filed adversary complaints against Amandavia and
Patel on January 22, 2015.

As against Patel, Lefoldt brought a claim to avoid the transfer of
$177,806.00 in a series of transactions in the two years preceding
S&P's bankruptcy filing.  On October 7, 2016, Lefoldt filed a
motion for summary judgment.

Based on admissions, Judge Samson held that it is evident that the
withdrawals of funds by Patel qualify as fraudulent transfers under
the Bankruptcy Code that may be avoided.

The adversary proceeding is captioned H. KENNETH LEFOLDT, JR.,
Litigation Agent for S&P Enterprises, LLC Plaintiff, v. JAYESH K.
PATEL, Defendant, Adv. No. 15-05003-KMS (Bankr. S.D. Miss.).

The bankruptcy case is IN RE: S&P ENTERPRISES, LLC d/b/a Regency
Inn & Suites, Chapter 11, Debtor, No. 13-51807-KMS (Bankr. S.D.
Miss.).

A full-text copy of Judge Samson's January 4, 2017 order and final
judgment are available at https://is.gd/Ew5D9s and
https://is.gd/qYxxyW from Leagle.com.

S&P Enterprisses, LLC, Debtor In Possession, is represented by:

          Greta Manning Brouphy, Esq.
          Leslie A. Collins, Esq.
          Douglas Scott Draper, Esq.
          HELLER DRAPER PATRICK HORN & DABNEY
          650 Poydras Street, Suite 2500
          New Orleans, LA 70130
          Tel: (504)299-3300
          Email: gbrouphy@hellerdraper.com  
                 lcollins@hellerdraper.com
                 ddraper@hellerdraper.com

            -- and --

          David Wheeler, Esq.
          WHEELER & WHEELER, PLLC
          185 Main Street
          Biloxi, MS 39533
          Tel: (228)374-6720
          Fax: (228)374-6721

United States Trustee, U.S. Trustee, is represented by:

          Christopher J. Steiskal, Sr., Esq.
          UNITED STATES TRUSTEE
          United States Courthouse
          501 East Court Street, Suite 6-430
          Jackson, MS 39201
          Tel: (601)965-5241
          Fax: (601)965-5226

                    About S&P Enterprises, LLC

S&P Enterprises, LLC, based in D'Iberville, MS, filed a Chapter 11
petition (Bankr. S.D. Miss. Case No. 13-51807) on September 16,
2013.  The Hon. Katharine M. Samson presides over the case.
Douglas Scott Draper, Esq., at Heller Draper Patrick & Horn, L.L.C.
serves as bankruptcy counsel.

In its petition, the Debtor estimated $1,000,001 to $10,000,000 in
both assets and liabilities.  The petition was signed by Kishan
Shah, managing member.


SABRA HEALTH: Fitch Affirms 'BB+' Long-Term Issuer Default Rating
-----------------------------------------------------------------
Fitch Ratings has affirmed Sabra Health Care REIT, Inc.'s (NASDAQ:
SBRA) ratings including company's Long-Term Issuer Default Rating
(IDR) at 'BB+'.

KEY RATING DRIVERS

The affirmation of SBRA's ratings at 'BB+' and the Stable Outlook
reflect that constructive efforts to reduce asset and tenant
concentration have addressed issues that otherwise could've
resulted in negative momentum. Fitch expects SBRA will continue to
operate with leverage and fixed-charge coverage (FCC) consistent
with its financial policies as it reinvests sales proceeds. Fitch
will analyze SBRA's portfolio post-reinvestment of the proceeds
from the Forest Park (FPMC) and Genesis assets. A more diversified
REIT with solid access to capital and a more staggered debt
maturity profile could result in positive momentum in the ratings
and/or Outlook at that time.

ADDRESSING CONCENTRATION RISKS

The primary factor behind SBRA's 'BB+' IDR, despite metrics
consistent with a higher rating, has been asset concentration at
three affiliated hospitals (dba Forest Park Medical Center - FPMC)
that combined to be approximately 10% - 15% of SBRA's revenues and
tenant concentration with Genesis Healthcare, Inc. (the skilled
nursing operator from which it was spun out of in 2010).

SBRA has now exited its investments in all of the FPMC assets
following each of their defaults. While the end resolution was
successful with SBRA realizing proceeds in excess of its
investments, this was due in part to gains on certain assets
exceeding losses on Forest Park - Frisco. However, these offsets
were attributable somewhat to happenstance and did not result from
structural or contractual provisions that tied their outcomes
together. Nonetheless, SBRA's portfolio will no longer have the
same risks, regardless of the means by which it achieved
diversification.

Similarly, SBRA is accelerating its diversification away from its
primary tenant by marketing 35 assets operated by Genesis seeking
proceeds of approximately $230 million in 1H17. Completion of these
dispositions and reinvestment of the proceeds would decrease
Genesis' revenue contributions to approximately 1/4 from
approximately 1/3 at Sept. 30, 2016. Genesis, like other post-acute
operators, is facing operating headwinds as payors drive care to
lower cost settings and increasingly tie payments to value and
outcomes.

DISPOSITIONS TO BE PRIMARY CAPITAL SOURCE

Fitch expects SBRA will use the proceeds from the FPMC assets and
the Genesis dispositions to fund acquisitions in 2017 and the
company will not need to issue incremental debt or equity for the
foreseeable future. While this provides the issuer short-term
flexibility, a credit positive, Fitch views SBRA's point of
differentiation in the capital markets against higher-rated, larger
healthcare REITs as its relative growth profile.

With no capital markets activity in 2016 and potentially none in
2017, its relative access to capital may be negatively affected
should debt and equity investors expect a slower or negligible
external growth profile longer term. Fitch's assessment of SBRA's
relative access to capital once sales proceeds have been reinvested
will be a primary driver of whether there is positive momentum.

STRONG LIQUIDITY ALBEIT BULLET MATURITY

SBRA's corporate liquidity is strong for the rating due to
long-dated debt maturities. Fitch estimates SBRA has $648 million
of liquidity, of which $500 million is available under the
revolving credit facility (RCF) due 2020 and extendable into 2021.
This compares to only $9 million of debt maturities and
amortization through Dec. 31, 2018.

However, the debt maturities are concentrated with 89% maturing
between 2021 and 2023 assuming extension options are exercised.
Concentrated debt maturities are somewhat common for smaller REITs
(especially those that issue public unsecured bonds as opposed to
smaller denomination term loans and private placements) and results
in a lower probability of default in the initial years but greater
bullet maturity risk in the later years. SBRA could accelerate its
staggering via growth and potentially repaying bank debt ahead of
stated maturities though this would be influenced by breakage costs
on interest rate swaps. A more balanced debt maturity schedule
would be a requisite for positive momentum in the future.

SBRA maintains appropriate contingent liquidity in the form of
unencumbered assets which cover unsecured debt net of readily
available cash between 1.8x to 2.2x assuming a stressed 8.5% to
10.5% cap rate.

STABLE OUTLOOK REFLECTS CONSISTENT LEVERAGE AND COVERAGE

Fitch expects SBRA's leverage and fixed-charge coverage will be
consistent with its financial policies through the rating horizon
as the issuer redeploys sales proceeds into similarly yielding
assets. Fitch projects leverage will sustain in the high 4x range
as compared to the low-6x range in prior years and 5.2x for the
quarter ended Sept. 30, 2016. Prior years' full year results
inflate actual leverage as they include only partial year
contributions from acquisitions. Similarly, Fitch projects
fixed-charge coverage will sustain in the low 3x range through the
rating horizon and could improve further depending on the funding
mix for acquisitions in later years. This compares to FCC of 2.8x
for the quarter ended Sept. 30, 2016.

Moreover, Fitch could envision positive momentum on the ratings
and/or Outlook later in the investment horizon as the company
redeploys FPMC and Genesis sales proceeds to diversify provided
SBRA then has a more balanced debt maturity profile and Fitch views
the issuer to have similar access to capital as its higher-rated
peers at that time.

PREFERRED NOTCHING AND NOTE COVENANTS

The two-notch differential between SBRA's IDR and preferred stock
rating is consistent with Fitch's criteria for corporate entities
with an IDR of 'BB+'. Based on Fitch research on 'Treatment and
Notching of Hybrids in Nonfinancial Corporate and REIT Credit
Analysis', available at 'www.fitchratings.com', these preferred
securities are deeply subordinated and have loss absorption
elements that would likely result in poor recoveries in the event
of a corporate default.

Certain covenants of SBRA's senior unsecured notes, most notably
the limitation on indebtedness and maintenance of total
unencumbered assets, can be suspended upon certain events. SBRA
would still be subject to the financial covenants in its bank
credit facility agreement; however, those may be renegotiated with
greater ease and a breach would not trigger a cross-default so long
as the bank lending group did not accelerate repayment. While Fitch
does not rate to the covenants, the lack of covenants would be a
differentiating factor between SBRA's unsecured notes and those of
its REIT peers.
KEY ASSUMPTIONS

Fitch's key assumptions within Fitch rating case for the issuer
include:

-- SBRA completes Genesis dispositions and reinvests proceeds
along w/ FPMC proceeds on a diversified basis;

-- SBRA will maintain leverage consistent with its financial
policies, principally in the high 4x range;

-- SBRA will not access the capital markets beyond using its bank
credit facilities over the short term.

RATING SENSITIVITIES

Fitch views SBRA's existing leverage and fixed charge coverage as
being consistent with higher ratings. As such, positive momentum on
SBRA's ratings and/or Outlook will be driven by a material
diversification that reduces reliance on individual assets and/or
tenants. Positive momentum will also be governed by the issuer's
relative access to capital once it has redeployed sales proceeds
and returns to the debt and/or equity markets and the staggering of
its debt maturities.

The following factors may result in negative momentum on SBRA's
ratings and/or Outlook:

-- Increasing asset and/or tenant concentration;
-- Deteriorating coverage in the Holiday portfolio;
-- Fitch's expectation of leverage sustaining above 6.5x.

FULL LIST OF RATING ACTIONS

Fitch has affirmed the following ratings:

Sabra Health Care REIT, Inc.
-- Long-Term IDR at 'BB+';
-- Cumulative redeemable preferred stock at 'BB-/RR6'.

Sabra Health Care Limited Partnership
-- Long-Term IDR at 'BB+';
-- Unsecured revolving credit facility at 'BB+/RR4';
-- Unsecured term loan at 'BB+/RR4';
-- Senior unsecured notes at 'BB+/RR4'.

Sabra Canadian Holdings, LLC
-- Senior guaranteed term loan at 'BB+/RR4'.


SCOTIA ATLANTIC: Bids for Wood Pellet Facility Due Feb. 28
----------------------------------------------------------
Grant Thornton Limited, the court-appointed receiver of Scotia
Atlantic Biomass Company Limited pursuant to a court order dated
Nov. 23, 2016, is soliciting offers for the purchase of the
Company's wood pellet production facility and other related
assets.

The Company's wood pellet production facility has 5 pellet presses,
which have a total production capacity of 120,000 to 150,000 tons
per year. The production facility is located on 4 parcels of lands
which have a combined total of 157+/- acres.  Also included in the
assets for sale are various pieces of rolling stock, a 22 acre wood
lot located in Digby, Nova Scotia, and a hydraulic truck dumper
located in Liverpool, Nova Scotia.

Completion of a non-disclosure agreement will grant access to an
electronic dataroom.  Enbloc offers preferred; individual parcel
offers considered.  Deadline for submission of offers is Feb. 28,
2017, at 5:00 p.m. Atlantic.  All inquiries regarding the sale of
assets should be directed to:

   Sean MacNeil
   Senior Manager
   Grant Thornton Limited
   6940 Mumford Rd., Suite 506
   Halifax, NS B3L 0B7
   Tel: 902-455-6499
   Fax: 902-453-9257
   Email: Sean.MacNeil@ca.gt.com

      -- or --

   Peter Wedlake
   Senior Vice President
   Grant Thornton Limited
   6940 Mumford Rd., Suite 506
   Halifax, NS B3L 0B7
   Tel: 902.482.7242
   Fax: 902.453.9257
   Email: peter.wedlake@ca.gt.com

Scotia Atlantic Biomass Company Limited is Viridis Energy's second
facility located in central Nova Scotia.  The plant resides on a
157-acre property, inhabiting 20 operating buildings with an
additional 22-acre wood lot.  Scotia Atlantic is located to service
the demand for industrial pellets in Europe.


SEARS HOLDINGS: Fitch Affirms 'CC' LT Issuer Default Ratings
------------------------------------------------------------
Fitch Ratings has affirmed the Long-term Issuer Default Ratings
(IDR) on Sears Holdings Corporation (Holdings) and its various
subsidiary entities (collectively, Sears) at 'CC'. Fitch also
downgraded the senior unsecured notes of Sears Roebuck Acceptance
Corp. (SRAC) to 'C/RR6' from 'CC/RR4'.

KEY RATING DRIVERS

Negative $1 Billion EBITDA in 2016/2017: Fitch expects Sears'
comparable store sales (comps) to be in the negative 8% in 2016 and
negative mid-to-high single digit range in 2017. Overall top-line
is expected to decline 12% to 13% in both years as Sears continues
to close stores. As a result, Fitch expects EBITDA to be negative
$950 million to $1 billion in 2016 and 2017, compared with a loss
of $836 million in 2015.

Significant Cash Burn: Sears' interest expense, capex and pension
plan contributions are expected to total $800 million in 2016 and
potentially $1 billion in 2017. Fitch expects cash burn (CFO after
capex and pension contributions) of $1.6 billion in 2016 and $1.8
billion in 2017, assuming $250 million in annual working capital
benefit from store closings and less inventory buys.

Funding 2017 Liquidity Needs

Real estate backed loan: In early January 2017, Sears entered into
a $500 million real estate backed loan, secured by real estate
properties valued at over $800 million. $321 million of the loan
was funded on announcement date, with the remainder available for
draw in the future. The loan is secured by mortgages on 46 real
properties and will be secured by additional real properties if the
remaining $179 million loan is drawn.

Additional real estate proceeds: Fitch estimates that Sears still
owns approximately 190 unencumbered Kmart discount and Sears
full-line mall stores. As of Oct. 29, 2016 Sears owned 171 full
line store Sears stores and 87 Kmart stores or 258 units (excluding
125 Sears full-line mall stores in a bankruptcy-remote vehicle and
20 specialty stores). Of these, 21 properties have been pledged to
the $500 million short-term loan due July 2017 and 46 properties
were recently pledged toward the $321 million funded portion of the
$500 million real estate backed loan due 2020. An unspecified
number of real estate collateralizes the $300 million junior lien
term loan facility due July 2020 and additional property would have
to be pledged towards the $179 million unfunded portion of the new
real estate facility.

Sears recently indicated that its Board of Directors has
established a Special Committee to market certain real estate
properties with the goal of raising over $1 billion.

Sale of Craftsman Brands: Sears also entered into a definitive
agreement with Stanley Black & Decker for the sale of its Craftsman
business. Under the terms of the agreement, Stanley Black & Decker
will pay Sears $525 million at closing of the sale, $250 million at
the end of year three, together with use of a perpetual license for
the Craftsman brand at Sears locations, royalty free for 15 years,
and a 15-year royalty stream on all third-party Craftsman sales to
new customers. Fitch expects Sears to use expected proceeds from
the Craftsman sale to fund its liquidity needs in 2017, given
Pension Benefit Guaranty Corp's (PBGC) consent to this transaction.
Sears had previously agreed to provide PBGC a springing lien on the
Kenmore, Craftsman and DieHard brands as part of its agreement with
the organization to address its underfunded pension plan.

Sears continues to explore strategic initiatives for its Kenmore
and DieHard brands, Sears Home Services and Sears Auto Centers
businesses.

Close unprofitable stores: Sears announced it will close an
additional 150 non-profitable stores, comprised of 108 Kmart and 42
Sears stores. These stores collectively generated about $1.2
billion in LTM sales and generated an adjusted EBITDA loss of
approximately $60 million. Sears expects to generate a significant
amount of cash from the liquidation of the inventory and related
assets of these stores. Fitch has projected $250 million in annual
working capital benefit in 2016 and 2017 due to these liquidation
sales as well as pulling back on inventory given materially
negative comps, although realized figures could potentially be
higher.

Shrinking Assets Fund Operations: Sears has injected almost $12
billion in liquidity between 2012 to 2016 to fund ongoing
operations given material declines in internally generated cash
flow. This includes real estate related transactions, with the
remainder resulting from debt issuance and expense and working
capital reductions.

Restructuring Risk: Fitch believes restructuring risk for Sears
remains high over the next 12 to 24 months given the significant
cash burn and reduced sources of liquidity.

KEY ASSUMPTIONS

-- Fitch expects overall to line to decline 12% to 13% in
2016/2017 on high single digit negative comps and expected store
closures.

-- EBITDA is expected to be approximately negative $950 million -
$1 billion in 2016/2017.

-- Fitch expects cash burn to be approximately $1.6 billion in
2016 and $1.8 billion in 2017 based on $800 million total in
interest expense, capex, and pension expense and an assumption of
no material swings in working capital. As a result, Fitch estimates
Sears will have to raise approximately $2 billion in liquidity in
2017, roughly in line with the annual average over the past five
years.

RATING SENSITIVITIES

Positive Rating Action: A positive rating action could result from
a sustained improvement in comps and EBITDA to a level where the
company is covering its fixed obligations. This is not anticipated
at this time.

Negative Rating Action: A negative rating action could result if
Sears is unable to inject the liquidity needed to fund ongoing
operations.

LIQUIDITY
Sears had total liquidity of $432 million as of Oct. 29, 2016,
consisting of cash of $258 million and $174 million available under
its credit facility. The $174 million available on the $1,971
million domestic credit facility reflected $370 million of
borrowings and $660 million of letters of credit outstanding, the
effect of the springing fixed-charge coverage ratio covenant of
$200 million, and another $567 million that was not available due
to the borrowing base limitation.

Recovery Considerations for Issue-Specific Ratings

In accordance with Fitch's Recovery Rating (RR) methodology, Fitch
has assigned RRs based on the company's 'CC' IDR. Fitch's recovery
analysis assumes a liquidation value under a distressed scenario of
approximately $5.6 billion (low seasonal inventory) to $6.3 billion
(peak seasonal inventory) on domestic inventory, receivables, and
property, plant and equipment. Fitch has valued the 269 properties
that Sears still owns (excluding 125 Sears full-line mall stores in
a bankruptcy-remote vehicle and 27 specialty stores) at a similar
price per square foot as the 235 properties sold under the Seritage
transaction in 2015, which puts the total valuation at around $2.6
billion.

The $1,971 million domestic senior secured credit facility, under
which Sears Roebuck Acceptance Corp. (SRAC) and Kmart Holding
Corporation (Kmart) are the borrowers, is rated 'CCC+/RR1',
indicating outstanding (90% to 100%) recovery prospects in a
distressed scenario. Holdings provides a downstream guarantee to
both SRAC and Kmart borrowings, and there are cross-guarantees
between SRAC and Kmart. The facility is also guaranteed by direct
and indirect wholly owned domestic subsidiaries of Holdings, which
own assets that collateralize the facility.

The facility is secured primarily by inventory and pharmacy and
credit card receivables, Fitch projects inventory will range from
$4 billion at the end of 2016 to $4.5 billion around holiday peak
levels, although the ultimate level will depend on store closing
liquidation sales as well as how much inventory buys are pulled
back due to declining comps. Pharmacy and credit card receivables
are estimated to be $0.3 billion to $0.4 billion.

The $975 million first lien senior secured term loan due June 2018
and $750 million first lien secured term loan due July 2020 are
also rated 'CCC+/RR1', as they are secured by a first lien on the
same collateral and guaranteed by the same subsidiaries of the
company that guarantee the revolving facility. Under the guarantee
and collateral agreement, the revolving lenders will have priority
of payment from the collateral over the first lien term loan
lenders.

The remaining $302 million second lien notes due October 2018 at
Holdings, which have a second lien on the same collateral package
as the credit facility and first lien term loans, are rated
'CCC+/RR1. The notes contain provisions providing downside
protection that require Holdings to maintain minimum collateral
coverage for total debt secured by the collateral securing the
notes or failing which, Holdings has to offer to buy notes
sufficient to cure the deficiency at 101%.

The $327 million senior unsecured notes at SRAC and the 8% $625
million unsecured notes due 2019 at Holdings are rated 'C/RR6',
given poor recovery prospects (0% to 10%). Fitch assumes a material
portion of the real estate will be used to raise additional
liquidity to fund operations. As mentioned above, Sears is
marketing certain real estate properties with the goal of raising
over $1 billion to fund operations. Sears could also continue to
use real estate to secure additional debt. Therefore, Fitch has
taken $1 billion out of the value of the real estate to reflect its
view that this value would not be available as collateral against
existing unsecured notes.

Recovery to the senior unsecured notes also takes into account
potential sizable claims under operating lease obligations and the
company's underfunded pension plan.

FULL LIST OF RATING ACTIONS

Fitch has affirmed the ratings as follows:

Sears Holdings Corporation (Holdings)
-- Long-term IDR at 'CC';
-- $302 million second-lien secured notes at 'CCC+/RR1';
-- $625 million unsecured notes 'C/RR6'.

Sears, Roebuck and Co. (Sears)
-- Long-term IDR at 'CC'.

Sears Roebuck Acceptance Corp. (SRAC)
-- Long-term IDR at 'CC';
-- Short-term IDR at 'C';
-- Commercial paper at 'C';
-- $1.971 billion secured bank facility at 'CCC+/RR1' (as
co-borrower);
-- $1.7 billion first lien term loans at 'CCC+/RR1' (as
co-borrower).

Kmart Holding Corporation (Kmart)
-- Long-term IDR at 'CC'.

Kmart Corporation (Kmart Corp)
-- Long-term IDR at 'CC';
-- $1.971 billion secured bank facility at 'CCC+/RR1' (as
co-borrower);
-- $1.7 billion first lien term loans at 'CCC+/RR1' (as
co-borrower).

Fitch has downgraded the followings ratings:

Sears Roebuck Acceptance Corp. (SRAC)
-- Senior unsecured notes to at 'C/RR6' from 'CC/RR4'.


SELECT MEDICAL: S&P Rates $1.55MM Sr. Secured Credit Facilities BB-
-------------------------------------------------------------------
S&P Global Ratings assigned its 'BB-' issue-level and '2' recovery
ratings to Mechanicsburg, Pa.-based Select Medical Corp.'s proposed
senior secured credit facilities, consisting of a
$450 million revolving credit facility and $1.15 billion term loan
B.  Select intends to use the proceeds from the new term loan to
refinance its existing series E and series F term loans, in a
leverage-neutral transaction.  The '2' recovery rating on the term
loan and revolver indicates expectations for substantial (70%-90%,
at the lower end of the range) recovery in a default scenario.

S&P's 'B-' issue-level rating and '6' recovery rating on the
company's $710 million senior unsecured notes are unchanged.

S&P's corporate credit rating on Select remains 'B+' and S&P's
outlook remains negative.  The corporate credit rating reflects
S&P's assessment of business risk as weak, and financial risk as
aggressive.

S&P's assessment of business risk is constrained by Select's
significant exposure to government reimbursement risk.  The
company's largest business--the specialty hospital division--relies
on Medicare for about 50% revenues.  Moreover, the Centers for
Medicare & Medicaid Services (CMS) introduced stricter eligibility
criteria for patients to qualify for the more attractive long-term
acute care (LTAC) 25-day reimbursement rate. The business risk also
incorporates the company's good scale ($4.3 billion of revenues)
and geographic reach (across 46 states and the district of
Columbia).  Its recent acquisition of Physiotherapy Associates in
early 2016 and the partial ownership of Concentra bolsters the
company's competitive position as the largest U.S. provider of
outpatient rehab services and provides additional diversification
to its core LTAC business.

S&P estimates adjusted debt leverage of about 4.9x for 2017 and for
that to improve modestly in 2018 (consolidating Concentra) and for
the ratio of funds from operations to debt to remain between
12%-13% for both periods, a level commensurate with S&P's current
assessment of an aggressive financial risk profile.

S&P's negative outlook on the company reflects heightened
uncertainty relating to the financial impact from the adverse
change in patient eligibility criteria for LTAC services, which
gradually went into effect for different industry participants over
the course of last year, and notwithstanding the surprising
resilience by Select to acclimate so far.  S&P expects to revisit
the outlook in the coming quarters.

RATINGS LIST

Select Medical Corp.
Corporate Credit Rating               B+/Negative/--

New Rating

Select Medical Corp.
Senior Secured
  $450 Mil. Revolving Credit Facility  BB-
    Recovery Rating                    2L
  $1.15 Bil. Term Loan B               BB-
    Recovery Rating                    2L


SERVICEBURY LLC: Taps Edward McLaughlin as Special Counsel
----------------------------------------------------------
Servicebury, LLC seeks approval from the U.S. Bankruptcy Court for
the District of Massachusetts to hire Edward McLaughlin, Esq., as
special counsel.

Mr. McLaughlin will represent the Debtor in a lawsuit it filed in
the Essex County Superior Court.  He will be paid an hourly rate of
$350, plus a contingent fee of 5% of the amount he will recover
from the lawsuit.

In a court filing, Mr. McLaughlin disclosed that he is a
"disinterested person" as defined in section 101(14) of the
Bankruptcy Code.

Mr. McLaughlin maintains an office at:

     Edward F. McLaughlin, Esq.
     262 Essex Street, S2
     Salem, MA 01970
     Phone: (781) 576-9172
     Email: emac@nmplaw.com

                      About Servicebury LLC

Servicebury, LLC, sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Mass. Case No. 16-14530) on November 29,
2016.  The petition was signed by Nicholas Heras, manager.  The
Debtor is represented by John F. Sommerstein, Esq., at the Law
Offices of John F. Sommerstein.  The case is assigned to Judge
Frank J. Bailey.

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


SEVEN GROUP: Continues to Dispute Lenders' Secured Claim
--------------------------------------------------------
The Seven Group Holdings, LLC, filed with the U.S. Bankruptcy Court
for the District of Connecticut a first amended disclosure
statement dated Jan. 23, 2017, for its plan of reorganization.

Class 1 – Disputed Secured Claim of Joseph Spinelli and John
Sorice( related to the Loan made by Lenders to the Debtor) will be
paid in full on the Effective Date of the Plan, to the extent that
it becomes an Allowed Claim.

The Debtor borrowed $320,000.00 from the Lenders to pay off
existing encumbrances and to provide $100,000.00 of working capital
to complete the rehabilitation of the Property.  Following the
closing of the Loan, the Lenders failed to make the $100,000.00 of
working capital available to Debtor, meaning the rehabilitation of
the Property could not be completed.  Accordingly, the Debtor
intends to (a) object to the Claim of the Lenders and (b) seek
damages against the Lenders, for their breach of contract.

No payment on the Disputed Class 1 Secured Claim will be made until
resolution of the dispute.  Upon closing on a sale of the Property,
any proceeds that would provisionally be due will be held in escrow
pending a final, non-appealable judgment determining the nature,
extent and enforceability of the Lenders' Class 1 Claim, or other
final resolution of the dispute.  No payment will be made to the
Lenders unless and until the Disputed Class 1 Secured Claim becomes
an Allowed Claim.

The Debtor will establish an escrow account with First American
Title Insurance Company or other escrow agent as may be agreed to
between the parties, to hold any escrowed funds pending resolution
of the Disputed Class 1 Secured Claim. If the Disputed Class 1
Secured Claim is disallowed, the escrowed funds shall revert to the
Debtor free and clear of any claims of Lenders.

Class 4 – Unsecured Claims -- totaling $942.63 -- will be paid in
full, is unimpaired, and is not eligible to vote.  Class 4 will be
paid in full plus interest at 4.5% per annum simple interest, on
the Effective Date of the Plan.  Interest will accrue from the
Petition Date through the
Effective Date.  Amount of Allowed General Unsecured Claims:
$942.63

The Debtor intends to use capital contributions from its members to
complete the rehabilitation of  one piece of property located at
440 Black Rock Turnpike, Redding, Connecticut.  The timeline for
completing the renovations is approximately Feb. 28, 2017, (subject
to weather delays regarding exterior work).  Upon completion of
construction, the Debtor intends on retaining a real estate broker
and listing the Property for sale.  Post-Petition, the Debtor's
Equity Holders have contributed approximately $7,500 towards
completion of the Property and intend to contribute at least
$10,000 more, or other amounts as necessary to complete the
rehabilitation.      

It is anticipated that the marketing and sale process will take six
to nine months.

A copy of the First Amended Disclosure Statement is available at:

              http://bankrupt.com/misc/ctb16-51259-57.pdf

As reported by the Troubled Company Reporter on Dec. 23, 2016, the
Debtor filed with the Court a disclosure statement for its plan of
reorganization, which proposes to pay general unsecured creditors
in full plus interest at 4.5% per annum from the sale of the
Debtor's property.  Under that plan, Class 4 general unsecured
claims would be paid in full plus interest at 4.5% per annum simple
interest, on the Effective Date of the Plan. Interest shall accrue
from the Petition Date through the Effective Date.

                    About The Seven Group

The Seven Group Holdings, LLC, is a Florida limited liability
company that purchases, rehabilitates, and sells real estate.  The
Debtor is a holding company with no employees or post-petition
operating revenue.  The Debtor is owned 50% by The 6 Group, LLC,
and 50% by Cruz East Venture, LLC.  In August 2016, the Debtor sold
a rehabilitated parcel of real estate it owned in North Babylon,
New York.   

The Debtor filed a Chapter 11 bankruptcy petition (Bankr. D. Conn.
Case No. 16-51259) on Sept. 20, 2016, disclosing under $1 million
in both assets and liabilities.  The Debtor is represented by
Jeffrey M. Sklarz, at Green & Sklarz, LLC.

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


SILO CITY: Case Summary & 17 Unsecured Creditors
------------------------------------------------
Debtor: Silo City, Inc.
          fdba Sun Coast Materials Co., a California corporation
        34716 7th Standard Road
        Bakersfield, CA 93314

Case No.: 17-10238

Chapter 11 Petition Date: January 25, 2017

Court: United States Bankruptcy Court
       Eastern District of California (Fresno)

Judge: Hon. Rene Lastreto II

Debtor's Counsel: Jacob L. Eaton
                  KLEIN, DENATALE, GOLDNER, COOPER, ROSENLEIB &
KIMBALL, LLP
                  4550 California Ave 2nd Fl
                  Bakersfield, CA 93309
                  Tel: 661-395-1000
                  E-mail: jeaton@kleinlaw.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Michael Clift, president.

A copy of the Debtor's list of 17 largest unsecured creditors is
available for free at http://bankrupt.com/misc/cacb17-10238.pdf


SILVER LAKE: Unsecureds To Be Fully Paid With Interest
------------------------------------------------------
Silver Lake L.P. filed with the U.S. Bankruptcy Court for the
Northern District of Indiana a disclosure statement referring to
the Debtor's plan of reorganization dated Jan. 23, 2017.

Class 9 will consist of unsecured claims, which will be paid in
full, with interest, upon the sale of the Debtor's real estate (the
mobile home park) or one year after the full payment of Class 3,
whichever occurs first.  The scheduled claims of this class total
$373,841.16.  This class is impaired.

The Disclosure Statement is available at:

             http://bankrupt.com/misc/innb16-12195-41.pdf

                        About Silver Lake

Silver Lake L.P., formerly doing business as Silver Lake Group of
Angola, L.P., owns a mobile home park known as Silver Lake Mobile
Home Park located at 4305 W. Highway 20, Angola, Indiana 46703.
The Debtor is a limited partnership, formed in 1997 for the purpose
of acquiring the Silver Lake Mobile Home Park.  The mobile home
park has 146 licensed mobile home sites as well as 107 licensed
recreational vehicle (RV) sites.  The mobile home park is situated
on approximately 30 acres with approximately 1,000 square feet of
frontage on Silver Lake in Steuben County, Indiana.

The Debtor filed a Chapter 11 petition (N.D. Ind. Case No.
16-12195) on Oct. 17, 2016.  The petition was signed by Mark D.
Krueger, general partner.  The Debtor is represented by Daniel J.
Skekloff, Esq., and Scot T. Skekloff, Esq., at Haller & Colvin, PC.
The case is assigned to Judge Robert E. Grant.  The Debtor
estimated assets and liabilities at $1 million to $10 million at
the time of the filing.


SIMPLEXITY LLC: Court Narrows Claims in Suit v. Versa Capital
-------------------------------------------------------------
Judge Kevin Gross of the United States Bankruptcy Court for the
District of Delaware dismissed the piercing the corporate veil
count in the adversary proceeding captioned CHARLES A. STANZIALE,
JR., Chapter 7 Trustee for the Estates of Simplexity, LLC, et al.,
Plaintiff, v. VERSA CAPITAL MANAGEMENT, LLC, PAUL HALPERN, GREGORY
L. SEGALL, RAYMOND C. FRENCH, DAVID S. LORRY, THOMAS A. KENNEDY,
DAVID MOIR, RANDALL R. SHULTZ, FRANK C. BENNETT, III, JOHN BAILEY,
WALTER LEACH, and KESHA EVANS, Defendants,  Adv. Pro. No.
16-50212(KG) (Bankr. D. Del.).

The plaintiff is the Chapter 7 Trustee for the estates of
Simplexity, LLC ("Simplexity"), Simplexity Services, LLC
("Services") and Adeptio INPC Holdings, LLC ("Holdings")
(collectively, the "Debtors").  The Trustee has brought suit in the
adversary proceeding against John Bailey, Frank Bennett, III, Kesha
Evans, Walter Leach and David Moir (the "Simplexity Defendants"),
each of whom was an officer or authorized person of Simplexity
and/or Services.  The Trustee has also brought suit against Versa
Capital Management, LLC, ("Versa"), Paul Halpern, Gregory L.
Segall, Raymond C. French, David S. Lorry, Thomas A. Kennedy and
Randall R. Shultz (the "Versa Defendants").

The Trustee's claim at its essence was that Defendants refused to
act in the face of certain actions taken by the Debtors' lender,
First Third Bank's (FTB), and thereby did not preserve the value of
Debtors as a going concern. In addition, the Trustee complained
that Defendants' actions or inaction exposed Simplexity to
employment related claims.  Principally, the Trustee claimed that
the Defendants overlooked or deliberately ignored the facts and
failed to file for bankruptcy protection.  All of the Debtors' cash
was held at FTB which swept the cash.  Only thereafter did the
Debtors file for bankruptcy.  The Trustee alleged that in the face
of FTB's warnings, the Defendants failed to act to protect Debtors'
assets.

The Defendants filed motions to dismiss the Trustee's Complaint.

Judge Gross acknowledged that the Complaint was loosely drafted,
which made it difficult but not impossible for the Court to follow
the Trustee's legal theories.  Therefore, the judge denied the
Motions, with the exception of the veil piercing count which the
Court dismissed, because the Trustee did not allege facts necessary
to support a veil piercing claim

The bankruptcy case is In re: SIMPLEXITY, LLC, et al., Chapter 11
Debtors, Case No. 14-10569(KG) (Bankr. D. Del.).

A full-text copy of Judge Gross' January 5, 2017 memorandum opinion
is available at https://is.gd/TvbQKV from Leagle.com.

Simplexity, LLC, Debtor, represented by Justin P. Duda, Young
Conaway Stargatt & Taylor, LLP & Kenneth J. Enos, Young, Conaway,
Stargatt & Taylor.

Charles A. Stanziale, Jr., Trustee, is represented by:

          Kendra K. Bader, Esq.
          Brigette G. McGrath, Esq.
          Joseph L. Steinfeld, Jr., Esq.
          Kara E. Casteel, Esq.
          Alex Govze, Esq.
          Gary D. Underdahl, Esq.
          ASK LLP
          151 West 46th Street, 4th Floor
          New York, NY 10036
          Tel: (212)267-7342
          Fax: (212)918-3427
          Email: bmcgrath@askllp.com
                 jsteinfeld@askllp.com
                 kcasteel@askllp.com                  
                 gunderdahl@askllp.com

            -- and --

          Jason A. Gibson, Esq.
          THE ROSNER LAW GROUP LLC
          824 N. Market Street, Suite 810
          Wilmington, DE 19801
          Tel: (302)777-1111
          Email: gibson@teamrosner.com

            -- and --

          Shanti M. Katona, Esq.
          Christopher A. Ward, Esq.
          POLSINELLI PC
          222 Delaware Avenue, Suite 1101
          Wilmington, DE 19801
          Tel: (302)252-0920
          Fax: (302)252-0921
          Email: skatona@polsinelli.com
                 cward@polsinelli.com

            -- and --

          Richard P. Norton, Esq.
          HUNTON & WILLIAMS LLP
          200 Park Avenue
          New York, NY 10166
          Tel: (212)309-1000
          Fax: (212)309-1100
          Email: rnorton@hunton.com   

U.S. Trustee, U.S. Trustee, is represented by:

          Richard L. Schepacarter, Esq.
          OFFICE OF THE UNITED STATES TRUSTEE
          844 King Street, Suite 2207
          Wilmington, DE 19801
          Tel: (302)573-6491
          Fax: (302)573-6497

The Official Committee of Unsecured Creditors, Creditor Committee,
is represented by:

          Amy E. Hatch, Esq.
          POLSINELLI SHUGHART
          900 W. 48th Place, Suite 900
          Kansas City, MO 64112
          Tel: (816)753-1000
          Fax: (816)753-1536
          Email: ahatch@polsinelli.com

            -- and --

          Peter S. Partee, Esq.
          Michael P. Richman, Esq.
          HUNTON & WILLIAMS LLP
          200 Park Avenue
          New York, NY 10166
          Tel: (212)309-1000
          Fax: (212)309-1100
          Email: mrichman@hunton.com

            -- and --

          Jarrett Vine, Esq.
          POLSINELLI PC
          222 Delaware Avenue, Suite 1101
          Wilmington, DE 19801
          Tel: (302)252-0920
          Fax: (302)252-0921
          Email: jvine@polsinelli.com

                       About Simplexity

Simplexity, LLC, a defunct cellphone activator, sought protection
under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case No.
14-10569) on March 16, 2014.  The case is before Judge Kevin
Gross.  The Debtors' counsel is Kenneth J. Enos, Esq., and Robert
S. Brady, Esq., at Young, Conaway, Stargatt & Taylor, LLP, in
Wilmington, Delaware.  Prime Clerk LLC serves as claims and
noticing agent.  Simplexity hired Rutberg & Co. as investment
banker.

Simplexity LLC and Simplexity Services LLC both estimated
$10 million to $50 million in assets, and $50 million to $100
million in liabilities.

The U.S. Trustee for Region 3 appointed five members to an
official committee of unsecured creditors.  Peter S. Partee, Sr.,
Esq., and Michael P. Richman, Esq., at Hunton & Williams LLP, in
New York; and Christopher A. Ward, Esq., and Shanti M. Katona,
Esq., at Polsinelli PC, in Wilmington, Delaware, represent the
Committee.


SINDESMOS HELLINIKES: Wants Plan Filing Deadline Moved to March 3
-----------------------------------------------------------------
Sindesmos Hellinikes-Kinotitos of Chicago filed with the U.S.
Bankruptcy Court for the Northern District of Illinois a motion to
extend the deadline for the Debtor to file a plan of reorganization
and disclosure statement to March 3, 2017, from Jan. 28, 2017.

The Court will hold a hearing on Feb. 8, 2017, at 10:30 a.m. to
consider the Debtor's request.

The Debtor says it is currently in settlement negotiations with
Hellenic-American Academy Foundation, NFP, with respect to certain
monetary claims which each party has asserted against the other, as
well as other outstanding disputes.  Resolution of these claims
will have a significant impact on any Plan and Disclosure Statement
proposed by the Debtor and may, in fact, render further bankruptcy
relief unnecessary.  The Debtor requests an extension the deadline
to allow it sufficient time to either settle its disputes with the
Academy or otherwise file an appropriate Plan and Disclosure
Statement.

                        About Holy Trinity

Sindesmos Hellinikes-Kinotitos of Chicago, aka Holy Trinity
Helennic Orthodox Church, aka Holy Trinity Orthodox Church of
Chicago, is an Illinois religious corporation which for more than
100 years has operated a Greek Orthodox Church currently located at
6041 W. Diversey Avenue, Chicago, Illinois 60639, where it conducts
its religious services and provides parish activities.  The instant
case bankruptcy case was filed because of a pending state
foreclosure proceeding filed by MB Financial Bank, NA, against the
Debtor with respect to the Chicago Property.

The Debtor sought Chapter 11 protection (Bankr. N.D. Ill. Case No.
15-22446) on June 29, 2015. Judge Timothy A. Barnes is assigned to
the case.  The Debtor estimated assets in the range of $o to
$50,000 and $100,001 to $500,000 in debt.  David R Herzog, Esq. at
Herzog & Schwartz, P.C. serves as the Debtor's counsel.

Holy Trinity is an Illinois religious corporation which for more
than 100 years has operated a Greek Orthodox Church currently
located at 6041 W. Diversey Ave., Chicago, Illinois, where it
conducts its religious services and provides parish activities.

The Chapter 11 case was filed because of a pending state
foreclosure proceeding filed by MB Financial Bank, NA ("MB")
against the Debtor with respect to the Chicago Property.

In 2004, Holy Trinity purchased property at 1085 N. Lake Cook Rd.,
Deerfield, Illinois (the "Deerfield Property") for the purpose of
relocating its parochial school known as the Socrates
Greek-American Elementary School, which was founded in 1908, to the
Deerfield Property.


SINGLETON CREEK: Hires Gilbert Harrell as Special Counsel
---------------------------------------------------------
Singleton Creek, Inc. seeks authorization from the U.S. Bankruptcy
Court for the Northern District of Georgia to employ Gilbert,
Harrell, Sumerford & Martin, P.C. as special counsel.

The Debtor requires the services of an attorney to represent the
Debtor in the resolution of a Notice of Violation filed by the Army
Corps of Engineers in the Superior Court of Gwinnett County.  The
said notice was filed by the Corps pre-petition on December 2,
2016.  

The Debtor requires Gilbert Harrell to resolve the issue with the
Corps and to represent the Debtor, including in the conduct of any
negotiation, mediation, settlement, or other activity ordinarily
associated with the resolution of a Notice of Violation filed by
the Corps.

Gilbert Harrell agreed to represent the Debtor in this matter for a
fee of $30,000, with half due upon the Court’s approval and half
upon completion of the resolution of the Notice of Violation.

Judson "Jud" H. Turner, of counsel for Gilbert Harrell, assured the
Court that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtor and its estate.

Gilbert Harrell can be reached at:

       Judson "Jud" H. Turner, Esq.
       GILBERT, HARRELL, SUMERFORD & MARTIN, P.C.
       777 Gloucester Street, Suite 200
       P.O. Box 190
       Brunswick, GA 31521-0190
       Tel: (912) 265-6700
       Fax: (912) 264-0244

                     About Singleton Creek

Singleton Creek, Inc. owns and operates a golf course, driving
range and restaurant located at 2789 Satellite Boulevard, Duluth,
Georgia.

The Debtor sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. N.D. Ga. Case No. 16-71772) on December 5, 2016.  The
petition was signed by Hoke S. Randall, III, president.  The Law
Offices of Douglas Jacobson, LLC serves as the Debtor's bankruptcy
counsel.

At the time of the filing, the Debtor disclosed $5.02 million in
assets and $3.54 million in liabilities.



SINGLETON CREEK: Seeks Authorization to Use Cash Collateral
-----------------------------------------------------------
Singleton Creek, Inc. seeks authority from the U.S. Bankruptcy
Court for the Northern District of Georgia to use cash collateral.

The Debtor requires the use of its bank account to pay necessary
expenses in order to maintain its business operations of a golf
course and driving range in Gwinnett County.  Specifically, the
Debtor needs the use of cash collateral for the payment of
operating expenses, including, but not limited to, provision of
utilities, payroll and other ordinary operating costs consistent
with the Debtor's prepetition operations in accordance with the
provisions of its budget.

The Debtor currently has no present alternative borrowing source
from which it could secure additional funding to operate its
business.  As such, the Debtor asks the Court to permit it to use
cash collateral in order to remain in possession of its property
and continue its business activity in an effort to achieve
successful reorganization.

The Debtor relates that prior to the commencement of this case, it
had entered into a Loan Agreement with Gwinnett Community Bank, and
that to secure payment of the debt owing to Gwinnett Bank pursuant
to the Secured Loan, the Debtor granted Gwinnett Bank a security
interest in and to its accounts receivable and inventory located in
Gwinnett County, GA.

The Debtor has offered to provide Gwinnett Bank with replacement
liens, in and to all property of the estate of the kind presently
securing the indebtedness owing to Gwinnett Bank purchased or
acquired with the cash collateral of Gwinnett Bank.

A full-text copy of the Debtor's Motion, dated January 19, 2017, is
available at https://is.gd/0WdN6a

                 About Singleton Creek, Inc.

Singleton Creek, Inc. sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. N.D. Ga. Case No. 16-71772) on December 5,
2016.  The petition was signed by Hoke S. Randall, III, president.
At the time of the filing, the Debtor disclosed $5.02 million in
assets and $3.54 million in liabilities.

The Law Offices of Douglas Jacobson, LLC serves as the Debtor's
bankruptcy counsel.  The Debtor employs NAI Brannen/Goddard, LLC as
real estate broker.

An official committee of unsecured creditors has not yet been
appointed in the Chapter 11 case of Singleton Creek, Inc. as of
Jan. 18, according to a court docket.


SIRGOLD INC: DOJ Watchdog Wants A. Nisselson as Ch. 11 Trustee
--------------------------------------------------------------
William K. Harrington, the United States Trustee for Region 2,
filed a motion asking the U.S. Bankruptcy Court for the Southern
District of New York to direct the appointment of Alan Nisselson,
Esq., as Chapter 11 Trustee for Sirgold, Inc.

The U.S. Trustee told the Court that he consulted Gary M. Kushner,
Esq., Counsel to the Debtor, and Douglas J. Pick, Esq., Counsel to
the Committee regarding the appointment of the Chapter 11 Trustee.


Mr. Nisselson assured the court that he is a "disinterested person"
within the meaning of Section 101(14) of the Bankruptcy Code.

            About Sirgold Inc.

Sirgold, Inc. sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. S.D.N.Y. Case No. 16-12963) on October 21, 2016. The
case is assigned to Judge Shelley C. Chapman. Gary M. Kushner, Esq.
and Scott D. Simon, Esq. of Goetz Fitzpatrick LLP serve as
bankruptcy counsel.

On December 8, 2016, the Office of the U.S. Trustee appointed an
official committee of unsecured creditors. The committee is
represented by Pick & Zabicki, LLP. Citrin Cooperman & Company LLP
serves as its accountant.


SISTERS HOME: Taps Collins Vella as Attorney
--------------------------------------------
Sisters Home Center, LLC seeks authorization from the U.S.
Bankruptcy Court for the District of New Jersey to employ Collins,
Vella & Casello as attorney.

The Debtor requires Collins Vella to:

   -- represent the Debtor in Possession in the Chapter 11 case;

   -- examine the Debtor's financial affairs; and

   -- assist the Debtor in Possession in preparing a Chapter 11
      plan of reorganization.

Collins Vella will be paid at these hourly rates:

       Joseph M. Casello          $400
       Associates                 $250

Collins Vella will also be reimbursed for reasonable out-of-pocket
expenses incurred.

The firm received a $7,500 retainer and $1,717 to pay the filing
fee.

Joseph M. Casello, partner of Collins Vella, assured the Court that
the firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code and does not represent any
interest adverse to the Debtor and its estate.

Collins Vella can be reached at:

       Joseph M. Casello, Esq.
       COLLINS, VELLA & CASELLO, LLC
       2317 Route 34, Suite 1A
       Manasquan, NJ 08736
       Tel: (732) 751-1766
       Fax: (732) 751-1866
       E-mail: jcasello@cvclaw.net

Sisters Home Center, LLC dba Trish Home Center, based in Tuckerton,
N.J., filed a Chapter 11 petition (Bankr. D. N.J. Case No.
17-10509) on January 10, 2017. The case is assigned to Judge
Michael B. Kaplan. Joseph Casello, Esq., at Collins, Vella &
Casello, LLC, serves as bankruptcy counsel.

In its petition, the Debtor estimated $1 million to $10 million in
assets and $500,000 to $1 million in liabilities.  The petition was
signed by Pasquale Musto, managing member.

The Debtor did not include a list of its largest unsecured
creditors when it filed the petition.


SMART WORLDWIDE: S&P Revises Outlook to Stable & Affirms 'B' CCR
----------------------------------------------------------------
S&P Global Ratings said it revised its rating outlook on Newark,
Calif.-based memory packaging and specialty module manufacturer
SMART Worldwide Holdings Inc. to stable from negative.  At the same
time, S&P affirmed its ratings on the company, including the 'B'
corporate credit rating and all issue-level ratings.

"Our outlook revision to stable is based on SMART's significant
recovery in operating performance over the past year, which has
driven leverage back below 6x for the past two reported quarters,
down from a peak of over 7x in the second and third quarters of
fiscal 2016," said S&P Global Ratings credit analyst James Thomas.


S&P believes that this performance improvement is likely to be
sustained over the next 12 months, as the local tax policy that has
driven this recovery will require original equipment manufacturers
(OEMs) to include an increasing share of locally packaged memory in
mobile devices over the next two years to continue to receive
favorable tax treatment.

The stable outlook on SMART is based on S&P's view that recent
operating performance improvements in the firm's Brazilian assembly
and test business will be sustained, leading to high-teens revenue
growth and leverage declining to the low-4x area in fiscal 2017.
Although S&P expects negative free cash flow in the near-term from
the company's decision to exit a number of working-capital
intensive businesses within its logistics segment, S&P believes
that the firm should return to positive free cash flow in fiscal
2018 in the mid $20 million range.


SPI ENERGY: LDK New Energy Holds 21.7% of Shares as of Jan. 25
--------------------------------------------------------------
LDK New Energy Holding Limited disclosed in an amended Schedule 13D
filed with the Securities and Exchange Commission that as of Jan.
25, 2017, it directly owns 534,000 ordinary shares and 1,220,000
American depositary shares (representing 12,200,000 Shares) and
holds an option to purchase 162,170,000 Shares, subject to the
completion of its purchase of all shares pursuant to the September
2016 SPA.  As a result, as of Jan. 25, 2017, and excluding the
additional Shares issuable to LDK under the September 2016 SPA, LDK
beneficially owns 174,904,000 Shares, representing 21.7% of the
total outstanding Shares (assuming the issuance of the 162,170,000
option Shares) of SPI Energy Co., Ltd.

As of Jan. 25, 2017, Xiaofeng Peng directly owns 20,000 ADSs
(representing 200,000 Shares) and an option to purchase 2,000,000
Shares within 60 days.  As the spouse of Ms. Zhou, Mr. Peng may be
deemed to beneficially own the Shares owned by Ms. Zhou pursuant to
Section 13(d) of the Exchange Act and the rules promulgated
thereunder.  Similarly, as a director of LDK, Mr. Peng may be
deemed to beneficially own the Shares owned by LDK.  As a result,
as of Jan. 25, 2017, and excluding the additional Shares issuable
to LDK under the September 2016 SPA, Mr. Peng beneficially owns
264,604,000 Shares, representing 32.7% of the total outstanding
Shares (assuming the issuance of the 162,170,000 option Shares).

As of Jan. 25, 2017, Tracy Shan Zhou directly owns 8,750,000 ADSs
(representing 87,500,000 Shares).  As the spouse of Mr. Peng, Ms.
Zhou may be deemed to beneficially own the Shares owned by Mr. Peng
pursuant to Section 13(d) of the Exchange Act and the rules
promulgated thereunder.  Similarly, as a shareholder and director
of LDK, Ms. Zhou may be deemed to beneficially own the Shares owned
by LDK.  As a result, as of Jan. 25, 2017, and excluding the
additional Shares issuable to LDK under the September 2016 SPA, Ms.
Zhou beneficially owns 264,604,000 Shares, representing 32.7% of
the total outstanding Shares (assuming the issuance of the
162,170,000 option Shares).

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

                     https://is.gd/PV0iof

                      About SPI Energy Co.

SPI Energy Co., Ltd., (As successor in interest to Solar Power,
Inc.), is a global provider of photovoltaic (PV) solutions for
business, residential, government and utility customers and
investors.  SPI Energy focuses on the downstream PV market
including the development, financing, installation, operation and
sale of utility-scale and residential solar power projects in
China, Japan, Europe and North America.  The Company operates an
innovative online energy e-commerce and investment platform,
http://www.solarbao.com/,which enables individual and
institutional investors to purchase innovative PV-based investment
and other products; as well as http://www.solartao.com/, a B2B
e-commerce platform offering a range of PV products for both
upstream and downstream suppliers and customers.  The Company has
its operating headquarters in Shanghai and maintains global
operations in Asia, Europe, North America and Australia.

SPI Energy reported a net loss of $185 million on $191 million of
net sales for the year ended Dec. 31, 2015, compared to a net loss
of $5.19 million on $91.6 million of net sales for the year ended
Dec. 31, 2014.  As of Dec. 31, 2015, SPI Energy had $710 million in
total assets, $493 million in total liabilities and $216.6 million
in total stockholders' equity.

KPMG Huazhen LLP, in Shanghai, China, issued a "going concern"
qualification on the consolidated financial statements for the year
ended Dec. 31, 2015, citing that SPI Energy Co., Ltd., and its
subsidiaries have suffered significant losses from operations and
have a negative working capital as of Dec. 31, 2015.  In addition,
the Group has substantial amounts of debts that will become due for
repayment in 2016.  The auditors said these factors raise
substantial doubt about the Group's ability to continue as a going
concern.


SPIN CITY EC: Unsecured Creditors to Get Nothing Under Exit Plan
----------------------------------------------------------------
Spin City EC L.L.C. has filed with the U.S. Bankruptcy Court for
the Western District of Wisconsin its proposed plan to exit Chapter
11 protection.

Under the restructuring plan, general unsecured creditors will
receive a distribution of 0% of their claims.

The claim of Royal Credit Union, the only secured creditor of Spin
City EC, is classified in Class 1.  As of Jan. 24, all obligations
to RCU are current and the company anticipates paying RCU as
agreed.

Revenues from Spin City EC's laundromat operations will be the
source of payments under the proposed plan, according to the
company's disclosure statement filed on Jan. 24.

A copy of the disclosure statement is available for free at
https://is.gd/3229li

                       About Spin City EC

Headquartered in Eau Claire, Wisconsin, Spin City EC L.L.C. filed
for Chapter 11 bankruptcy protection (Bankr. W.D. Wis. Case No.
16-13179) on Sept. 15, 2016, disclosing under $1 million in both
assets and liabilities.

Erwin H. Steiner, Esq., at Otto & Steiner Law, S.C., serves as the
Debtor's bankruptcy counsel.

The Debtor filed its Chapter 11 plan of reorganization on January
13, 2017.


STEINY AND COMPANY: Has Until March 31 to Use Cash Collateral
-------------------------------------------------------------
Julia W. Brand of the U.S. Bankruptcy Court for the Central
District of California authorized Steiny and Company, Inc. to use
cash collateral on a final basis through March 31, 2017, pursuant
to the Stipulation between the Debtor and the Internal Revenue
Service.

All of the Debtor's secured parties who assert an interest in the
cash collateral are granted replacement liens against the Debtor's
assets, to the same extent, validity, scope and priority as the
prepetition liens held by the secured parties.

The Debtor is directed to make adequate protection payments to the
IRS in the amount of $5,122 per month, beginning on January 15,
2017.  The Debtor was further directed to submit an updated budget
to counsel for the United States, AUSA Jolene Tanner, by no later
than 12 calendar days prior to the deadline for the use of cash
collateral as ordered by the Court, so that the IRS may consider
stipulating to the continued use of cash collateral.

A full-text copy of the Order, dated Jan. 23, 2017, is available at

http://bankrupt.com/misc/SteinyandCompany2016_216bk25619wb_146.pdf

                  About Steiny and Company, Inc.

Steiny and Company, Inc., sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. C.D. Cal. Case No. 16-25619) on Nov. 28,
2016.  The petition was signed by Vincent P. Mauch, chief financial
officer.

The case is assigned to Judge Julia W. Brand.

At the time of the filing, the Debtor estimated its assets and
debts at $10 million to $50 million.

The Debtor is represented by Ron Bender, Esq., Jacqueline L. James,
Esq., and Lindsey L. Smith, Esq., at Levene, Neale, Bender, Yoo &
Brill LLP.


STEWART RAY DUDLEY: Creditors Seek Approval of Ch. 11 Trustee
-------------------------------------------------------------
Buffalo Rock Company and James C. Lee, III, creditors of Stewart
Ray Dudley, ask the U.S. Bankruptcy Court for the Northern District
of Alabama to enter an order directing the appointment of Peter W.
Colmer as Chapter 11 Trustee for the Debtor's bankruptcy estate.

According to the creditors, the Debtor caused numerous assets to be
transferred to Magnify Industries, LLC, including the Debtor's
transfer of his 100% interest in KLS, consisting of an automobile
collection purchased by the Debtor (previously valued by the Debtor
at over $5,500,000); 100% of his interest in OCH, consisting of an
updated warehouse and event space commonly referred to as Old Car
Heaven (previously valued by the Debtor at over $1,534,000); and
$240,000.  Through the Magnify transaction, the Debtor was also
able to place ownership of 17 beach front condominiums with
Magnify, the creditors tell the Court.  Additionally, C. Ray
Dudley, the Debtor's father, currently owes Magnify approximately
$200,000 based on a $350,000 promissory note issued in exchange for
the Debtor's transfer of real estate to Mr. Dudley, the creditors
add.

Buffalo Rock tells the Court that it believes that a settlement may
be possible with C.R. Dudley regarding the remaining $200,000 he
owes Magnify as part of the larger Magnify settlement and in
exchange for a release from liability for C.R. Dudley.

Buffalo Rock asks the Court to enter an order appointing Mr. Colmer
as the limited Chapter 11 Trustee to:

     (a) conduct negotiations with Magnify and Michael McClure, the
owner and sole member of Magnify Industries, LLC, in order to
finalize a settlement with the Debtor's estate;

     (b) conduct negotiations with C.R. Dudley in an attempt to
finalize a settlement with the Debtor's estate regarding the
amounts C.R. Dudley is alleged to owe Magnify;

     (c) acquire representations from Magnify and/or McClure that
the Magnify assets and liabilities are currently in, and will
remain in, substantially the same condition as they were when
Magnify initially received the same;

     (d) acquire representations from Magnify and/or McClure that
the Magnify assets have not been pledged as security or subject to
any liens or other interests since being transferred to Magnify;

     (e) immediately take possession and control of the Magnify
assets, and manage any corresponding liabilities, for the benefit
of the Debtor's estate and structure a settlement with Magnify and
McClure for a release related to their respective involvements in
these proceedings; and

     (f) take any and all actions necessary to protect and preserve
the value of the Magnify assets.

Since the Debtor has continuously acted against the best interest
of his estate, the creditors assert that a Chapter 11 Trustee is
needed in order to immediately obtain the interests and assets of
Magnify, oversee the completion of the settlement, and to take any
and all steps necessary to protect and preserve the value
associated with the Magnify assets.

Buffalo Rock is represented by:

     Derek F. Meek, Esq.
     Marc P. Solomon, Esq.
     James H. Haithcock III, Esq.
     BURR & FORMAN LLP
     420 North 20th Street, Suite 3400
     Birmingham, AL 35203
     Tel.: (205) 251-3000
     Fax: (205) 458-510
     Email: dmeek@burr.com
            msolomon@burr.com
            jhaithco@burr.com

James C. Lee, III, is represented by:

     James W. Gewin, Esq.
     Hope T. Cannon, Esq.
     Bradley Arant Boult Cummings LLP
     One Federal Place
     1819 Fifth Avenue North
     Birmingham, AL 35203
     Tel.: (205) 521-8000
     Fax: (205) 521-8800
     Email: jgewin@babc.com
            hcannon@babc.com

Stewart Ray Dudley filed a Chapter 11 petition (Bankr. N.D. Ala.
Case No. 16-01842) on May 5, 2016, and is represented by R. Scott
Williams, Esq. from Rumberger, Kirk & Caldwell, P.C.. Mr. Williams
can be reached at swilliams@rumberger.com


STRINGER FARMS: Taps Brosier & Buchanan as Accountant
-----------------------------------------------------
Stringer Farms, Inc. and Charles Blake Stringer seek approval from
the U.S. Bankruptcy Court for the Northern District of Texas to
hire an accountant.

The Debtors propose to hire Brosier & Buchanan Partners to provide
bookkeeping assistance, prepare tax returns, compile financial
statements, and provide other accounting services related to their
Chapter 11 cases.

The hourly rates charged by the firm range from $35 to $125.  J.
Scott Brosier, a certified public accountant at Brosier & Buchanan,
will be primarily responsible for representing the Debtors, and
will be paid $240 per hour.  

Brosier & Buchanan Partners does not represent any interest adverse
to the Debtors or their bankruptcy estates, according to court
filings.

The firm can be reached through:

     J. Scott Brosier
     Brosier & Buchanan Partners
     320 SW 7th Avenue
     Amarillo, TX 79101
     Phone: +1 806-376-4279

                   About Stringer Farms Inc.

Stringer Farms, Inc. filed a Chapter 11 petition (Bankr. N.D. Tex.
Case No. 16-44821), on December 14, 2016. The Petition was signed
by Charles Blake Stringer, president.  The case is assigned to
Judge Russell F. Nelms.  At the time of filing, the Debtor had $10
million to $50 million in estimated assets and $1 million to $10
million in estimated liabilities.  

Charles Blake Stringer filed a voluntary Chapter 11 petition
(Bankr. N.D. Tex. Case No. 16-44871) on December 20, 2016.  

Pursuant to an Order directing the Joint Administration of Cases
entered on December 23, 2016, the Debtors bankruptcy cases are
being jointly administered under (Bankr. N.D. Tex. Case No.
16-44821).

The Debtors are represented by Jeff P. Prostok, Esq., Forshey &
Prostok, LLP.  

No creditors' committee has been appointed in the Debtors' cases by
the U.S. Trustee.  Further, no trustee or examiner has been
requested or appointed in the Debtors' Chapter 11 cases.


SUNEDISON INC: Sale of C&I Business to MyPower for $9.5M Approved
-----------------------------------------------------------------
Judge Stuart M. Bernstein of the U.S. Bankruptcy Court for the
Southern District of New York authorized the private sale by
SunEdison, Inc. and Sun Edison, LLC of commercial and industrial
business to MyPower Corp. for $9,500,000, subject to adjustment.

A Sale Hearing was held on Jan. 24, 2017.

The sale is free and clear of all encumbrances and obligations of
any kind or nature whatsoever.

Notwithstanding anything to the contrary in the Sale Order or the
Transition Services Agreement contemplated by the Sale Order, no
Oracle America, Inc. agreement will be deemed to be assumed and
assigned by operation of the Sale Order.  Any transitional use of
the Oracle E-Business Suite programs ("Oracle Programs") is
authorized for a period of one month following the sale closing
date, provided (i) the combined usage of the Oracle Programs by the
Debtor and Development Company during the transition period does
not exceed the quantity of the License Type for which the
applicable program is licensed; (ii) all usage of the Oracle
Programs is in accordance with the terms and conditions under which
they were originally licensed, including, but not limited to, any
use restrictions and the applicable license definitions and rules;
and (iii) technical support is maintained on the licenses
throughout the transition period. If Development Company requires
use of the Oracle Programs following the end of the transition
period, it will be required to execute a mutually agreeable
ordering document and license agreement with Oracle, which will
govern its continued use.

Notwithstanding the provisions of Bankruptcy Rule 6004 or any
applicable provisions of the Local Bankruptcy Rules, the Order will
not be stayed for 14 days after the entry hereof, but will be
effective and enforceable immediately upon entry, and the 14-day
stay provided in such rules is expressly waived and will not apply.
Any party objecting to the Order must exercise due diligence in
filing an appeal and pursuing a stay within the time prescribed by
law and prior to the Closing Date, or risk its appeal being
foreclosed as moot.

Notwithstanding anything to the contrary contained, any proceeds
obtained by the Seller pursuant to the Transactions, or any payment
to be made, or authorization contained in the Order, will be
subject to the requirements imposed on the Debtors under the
[Docket No. 523] Final DIP Order, the DIP Credit Agreement and the
other DIP Loan Documents.

The requirements set forth in Local Bankruptcy Rule 9013-1(b) are
satisfied by the contents of the Sale Motion.

The requirements set forth in Bankruptcy Rules 6003(b) and 6004
have been satisfied or otherwise deemed waived.

                       About SunEdison, Inc.

SunEdison, Inc. (OTC PINK: SUNEQ), is a developer and seller of
photovoltaic energy solutions, an owner and operator of clean
power
generation assets, and a global leader in the development,
manufacture and sale of silicon wafers to the semiconductor
industry.

On April 21, 2016, SunEdison, Inc., and 25 of its affiliates each
filed a Chapter 11 bankruptcy petition (Bankr. S.D.N.Y. Case Nos.
16-10991 to 16-11017).  Martin H. Truong, the senior vice
president, general counsel and secretary, signed the petitions.

The Debtors disclosed total assets of $20.7 billion and total debt
of $16.1 billion as of Sept. 30, 2015.

The Debtors have hired Skadden, Arps, Slate, Meagher & Flom LLP as
counsel, Togut, Segal & Segal LLP as conflicts counsel, Rothschild
Inc. as investment banker and financial advisor, McKinsey Recovery
& Transformation Services U.S., LLC, as restructuring advisors and
Prime Clerk LLC as claims and noticing agent.  The Debtors
employed PricewaterhouseCoopers LLP as financial advisors; and KPMG
LLP as their auditor and tax consultant.

SunEdison also has tapped Eversheds LLP as its special counsel for
Great Britain and the Middle East.  Cohen & Gresser LLP has also
been retained as special counsel.

The Debtors retained Ernst &Young LLP to provide tax-related
services.  Keen-Summit Capital Partners LLC has been hired as real
estate advisor.  Binswanger of Texas, Inc. also has been retained
as real estate agent.

Sullivan & Cromwell LLP serves as counsel to TerraForm Power,
Inc., and TerraForm Global, Inc.

An official committee of unsecured creditors has been appointed in
the case.  The Committee tapped Weil, Gotshal & Manges LLP as its
general bankruptcy counsel and Morrison & Foerster LLP as special
counsel.  Togut, Segal & Segal LLP and Kobre & Kim LLP serve as
conflicts counsel.  Alvarez & Marsal North America, LLC, serves as
the Committee's financial advisors.

Counsel to the administrative agent under the Debtors' prepetition
first lien credit agreement are Richard Levy, Esq., and Brad
Kotler, Esq., at Latham & Watkins.

Counsel to the administrative agent under the postpetition DIP
financing facility are Scott Greissman, Esq., and Elizabeth Feld,
Esq. at White & Case LLP.

Counsel to the Tranche B Lenders (as defined in the DIP credit
agreement) and the steering committee of the second lien creditors
are Arik Preis, Esq., and Naomi Moss, Esq., at Akin Gump Strauss
Hauer & Field, LLP.

Counsel to the administrative agent under the Debtors' prepetition
second lien credit agreement is Daniel S. Brown, Esq., at
Pillsbury Winthrop Shaw Pittman LLP.

The collateral trustee under the Debtors' prepetition second lien
credit agreement and the indenture trustee under each of the
Debtors' outstanding bond issuances, is represented by Marie C.
Pollio, Esq., at Shipman & Goodwin LLP.

Counsel to the ad hoc group of certain holders of the Debtors'
convertible senior notes is White & Case LLP's Tom Lauria, Esq.


SUNEDISON INC: TerraForm Has Acquisition Proposal From Brookfield
-----------------------------------------------------------------
Martin O'Sullivan, writing for Bankruptcy Law360, reported that
TerraForm Power, Inc. and TerraForm Global Inc., yieldcos
controlled by SunEdison Inc., disclosed exclusivity agreements with
Canadian alternative asset manager Brookfield Asset Management Inc.


Brookfield earlier in January had outlined multiple proposals for a
potential acquisition of the yieldcos from SunEdison, including a
proposal to purchase all stock for both TerraForm companies to
replace SunEdison as sponsor and controlling shareholder.
TerraForm said on Jan. 23 that it entered into an exclusivity
agreement with Brookfield through early March.

In a regulatory filing with the Securities and Exchange Commission,
Brookfield said that on Jan. 20, it entered into an exclusivity
agreement with TerraForm, pursuant to which TerraForm and
Brookfield will work together in respect of the parties' original
proposals unveiled early this month and an additional proposal
disclosed last week.  

Brookfield has also entered into an  exclusivity agreement with
TerraForm Global with respect to a potential transaction involving
Brookfield and GLBL.  The exclusivity period with respect to
TerraForm is scheduled to expire at 11:59 p.m. New York City time
on February 21, 2017 and at the same time on March 6, 2017 with
respect to GLBL.

According to a regulatory filing on Jan. 10, TerraForm and
Brookfield disclosed that on Jan. 9, Brookfield submitted
alternative proposals to TerraForm's advisors with respect to a
potential transaction involving Brookfield and TerraForm.  None of
the four proposals is subject to any financing condition:

     (1) Brookfield would purchase 100% of TerraForm for cash (the
"Whole Company Transaction"); or

     (2) Brookfield would purchase 100% of TerraForm and GLBL for
cash (the "Double Whole Company Transaction"); or

     (3) Brookfield would replace SunEdison as sponsor and
controlling shareholder of TerraForm (the "Sponsorship
Transaction"); or

     (4) Brookfield would replace SUNE as sponsor and controlling
shareholder of TerraForm and GLBL (the "Double Sponsorship
Transaction").

In the Whole Company Transaction, Brookfield would acquire all
outstanding shares of TerraForm for $11.50 per share in cash,
subject to adjustment in respect of certain specified
contingencies.  All Class B shares of TerraForm and Class B units
of TerraForm Power, LLC ("TERP LLC") held by SUNE would be
exchanged for Class A Shares immediately prior to consummation of
the transaction and, as so exchanged, would receive the same
consideration as all other holders of Class A Shares of TerraForm.

In the Double Whole Company Transaction, Brookfield would be
willing to offer incremental consideration of $1.00 per share in
cash, such that the price to shareholders would be $12.50 per share
in cash.

In the Sponsorship Transaction, Brookfield would replace SUNE as
TerraForm's sponsor and controlling shareholder, and would invest
cash in TerraForm in exchange for a number of newly issued Class A
Shares that, when taken together with the Class A Shares currently
held by Brookfield, would equal 50.1% of the total number of shares
outstanding in TerraForm following consummation of the transaction.
However, in the event it is advantageous to TerraForm, Brookfield
would be prepared to consider acquiring more Class A Shares in a
Sponsorship Transaction. All Class B shares of TerraForm and Class
B units of TERP LLC held by SUNE would be exchanged for Class A
Shares immediately prior to consummation of the transaction.  The
cash consideration would be based on a pre-transaction equity value
of TerraForm of $1.6 billion, which would represent a
pre-transaction value per share of $11.50 and would be subject to
adjustment in respect of the same specified contingencies as the
Whole Company Transaction.  The cash consideration would then be
distributed to all shareholders of TerraForm (other than
Brookfield1) on a pro rata basis.

In a Double Sponsorship Transaction, Brookfield would be willing to
offer incremental aggregate consideration based on a
pre-transaction equity value of TerraForm of $1.8 billion, which
would represent a pre-transaction value per share of $12.50.

All per share figures above are based on a fully diluted share
count.

Both Brookfield's Sponsorship Transaction and the Double
Sponsorship Transaction have these features:

     -- Highly experienced, global leader in sponsoring public
entities

     -- Simplified capital structure for TerraForm, with a single
class of shares going forward

     -- Favorable sponsorship terms and substantial Brookfield
investment, aligning new sponsor with public shareholders

     -- ROFO pipeline of approximately 3,500 MW in respect of
TerraForm,2 providing clear path to growth

     -- Additional financing from new sponsor of up to $500 million
for TerraForm's growth

     -- Plan to significantly deleverage TerraForm in the near
term

     -- One capable and reliable counterparty, experienced in
complex situations

Each of the proposals are subject to certain conditions, including
the satisfactory completion of confirmatory due diligence and the
negotiation of mutually acceptable definitive transaction
documentation, including a support agreement with SUNE, and the
negotiation of a comprehensive settlement agreement between
TerraForm and SUNE that is acceptable to Brookfield.

Consummation of any of the transactions would be subject to
customary closing conditions, including approval of the transaction
by a vote of holders of a majority of the outstanding Class A
Shares (other than SUNE and the Reporting Persons) and approval of
the SUNE settlement agreement by the bankruptcy court.

In submitting its proposals, Brookfield identified factors
affecting its price in relation to the proposal in Brookfield's
letter dated November 17, 2016, which factors either arose during
Brookfield's due diligence or were publicly disclosed by TerraForm
after November 17, 2016, including, primarily, TerraForm's revised,
decreased cash flow (CAFD) projections publicly disclosed on
December 15, 2016.

On Jan. 23, Brookfield and TerraForm said that in addition to the
Original Proposal previously submitted on Jan. 9, Brookfield made
an additional oral proposal to TerraForm -- Additional Proposal --
in respect of a potential transaction on alternate terms from the
Original Proposals in which Brookfield would purchase 100% of
TerraForm for $12.00 cash per share on a fully diluted basis,
conditioned on the purchase by Brookfield of either 100% of GLBL or
at least 50% of GLBL in a sponsorship transaction.

Brookfield said in the regulatory filing that it and its affiliated
entities may be deemed to beneficially own 12.12% or roughly
11,075,000 of the common stock of TerraForm Power, Inc.

Brookfield may be reached at:

         A.J. Silber
         Brookfield Asset Management Inc.
         Brookfield Place
         181 Bay Street, Suite 300
         Toronto, Ontario M5J 2T3
         Tel: (416) 363-9491

Meanwhile, Fola Akinnibi, writing for Bankruptcy Law360, reported
early this month that TerraForm Power Inc. indicated it would sell
a large portfolio of U.K. solar projects to a renewable energy
platform for $580 million, a move that will allow the company to
shore up its cash position and pay down debt.  The Company would
sell, through its subsidiary TerraForm Power Operating LLC, 24
operating solar projects in  he U.K. to Vortex, a renewable energy
platform that is managed by the private equity arm of EFG Hermes.

                      About SunEdison, Inc.

SunEdison, Inc. (OTC PINK: SUNEQ), is a developer and seller of
photovoltaic energy solutions, an owner and operator of clean
power
generation assets, and a global leader in the development,
manufacture and sale of silicon wafers to the semiconductor
industry.

On April 21, 2016, SunEdison, Inc., and 25 of its affiliates each
filed a Chapter 11 bankruptcy petition (Bankr. S.D.N.Y. Case Nos.
16-10991 to 16-11017).  Martin H. Truong, the senior vice
president, general counsel and secretary, signed the petitions.

The Debtors disclosed total assets of $20.7 billion and total debt
of $16.1 billion as of Sept. 30, 2015.

The Debtors have hired Skadden, Arps, Slate, Meagher & Flom LLP as
counsel, Togut, Segal & Segal LLP as conflicts counsel, Rothschild
Inc. as investment banker and financial advisor, McKinsey Recovery
& Transformation Services U.S., LLC, as restructuring advisors and
Prime Clerk LLC as claims and noticing agent.  The Debtors
employed PricewaterhouseCoopers LLP as financial advisors; and
KPMG LLP as their auditor and tax consultant.

SunEdison also has tapped Eversheds LLP as its special counsel for
Great Britain and the Middle East.  Cohen & Gresser LLP has also
been retained as special counsel.

The Debtors retained Ernst &Young LLP to provide tax-related
services.  Keen-Summit Capital Partners LLC has been hired as real
estate advisor.  Binswanger of Texas, Inc. also has been retained
as real estate agent.

Sullivan & Cromwell LLP serves as counsel to TerraForm Power,
Inc., and TerraForm Global, Inc.

An official committee of unsecured creditors has been appointed in
the case.  The Committee tapped Weil, Gotshal & Manges LLP as its
general bankruptcy counsel and Morrison & Foerster LLP as special
counsel.  Togut, Segal & Segal LLP and Kobre & Kim LLP serve as
conflicts counsel.  Alvarez & Marsal North America, LLC, serves as
the Committee's financial advisors.

Counsel to the administrative agent under the Debtors' prepetition
first lien credit agreement are Richard Levy, Esq., and Brad
Kotler, Esq., at Latham & Watkins.

Counsel to the administrative agent under the postpetition DIP
financing facility are Scott Greissman, Esq., and Elizabeth Feld,
Esq. at White & Case LLP.

Counsel to the Tranche B Lenders (as defined in the DIP credit
agreement) and the steering committee of the second lien creditors
are Arik Preis, Esq., and Naomi Moss, Esq., at Akin Gump Strauss
Hauer & Field, LLP.

Counsel to the administrative agent under the Debtors' prepetition
second lien credit agreement is Daniel S. Brown, Esq., at
Pillsbury Winthrop Shaw Pittman LLP.

The collateral trustee under the Debtors' prepetition second lien
credit agreement and the indenture trustee under each of the
Debtors' outstanding bond issuances, is represented by Marie C.
Pollio, Esq., at Shipman & Goodwin LLP.

Counsel to the ad hoc group of certain holders of the Debtors'
convertible senior notes is White & Case LLP's Tom Lauria, Esq.


SUNEDISON INC: TerraForm Wants DE Shaw Suit Moved to Bankr. Court
-----------------------------------------------------------------
Stewart Bishop, writing for Bankruptcy Law360, reported that
SunEdison's yieldco, TerraForm Power LLC, asked a New York court to
toss a $231 million suit by private equity investors stemming from
a deal for a clean energy company.  TerraForm says the dispute
belongs in bankruptcy court.

Investors D.E. Shaw Composite Holdings LLC and Madison Dearborn
Capital Partners IV L.P.  had sued TerraForm in April, saying it
owes them immediately for the remaining amount of the sale of First
Wind Holdings LLC, valued at $2.4 billion, since SunEdison was then
on the verge of bankruptcy.

                       About SunEdison, Inc.

SunEdison, Inc. (OTC PINK: SUNEQ), is a developer and seller of
photovoltaic energy solutions, an owner and operator of clean
power
generation assets, and a global leader in the development,
manufacture and sale of silicon wafers to the semiconductor
industry.

On April 21, 2016, SunEdison, Inc., and 25 of its affiliates each
filed a Chapter 11 bankruptcy petition (Bankr. S.D.N.Y. Case Nos.
16-10991 to 16-11017).  Martin H. Truong, the senior vice
president, general counsel and secretary, signed the petitions.

The Debtors disclosed total assets of $20.7 billion and total debt
of $16.1 billion as of Sept. 30, 2015.

The Debtors have hired Skadden, Arps, Slate, Meagher & Flom LLP as
counsel, Togut, Segal & Segal LLP as conflicts counsel, Rothschild
Inc. as investment banker and financial advisor, McKinsey Recovery
& Transformation Services U.S., LLC, as restructuring advisors and
Prime Clerk LLC as claims and noticing agent.  The Debtors
employed PricewaterhouseCoopers LLP as financial advisors; and
KPMG LLP as their auditor and tax consultant.

SunEdison also has tapped Eversheds LLP as its special counsel for
Great Britain and the Middle East.  Cohen & Gresser LLP has also
been retained as special counsel.

The Debtors retained Ernst &Young LLP to provide tax-related
services.  Keen-Summit Capital Partners LLC has been hired as real
estate advisor.  Binswanger of Texas, Inc. also has been retained
as real estate agent.

Sullivan & Cromwell LLP serves as counsel to TerraForm Power,
Inc., and TerraForm Global, Inc.

An official committee of unsecured creditors has been appointed in
the case.  The Committee tapped Weil, Gotshal & Manges LLP as its
general bankruptcy counsel and Morrison & Foerster LLP as special
counsel.  Togut, Segal & Segal LLP and Kobre & Kim LLP serve as
conflicts counsel.  Alvarez & Marsal North America, LLC, serves as
the Committee's financial advisors.

Counsel to the administrative agent under the Debtors' prepetition
first lien credit agreement are Richard Levy, Esq., and Brad
Kotler, Esq., at Latham & Watkins.

Counsel to the administrative agent under the postpetition DIP
financing facility are Scott Greissman, Esq., and Elizabeth Feld,
Esq. at White & Case LLP.

Counsel to the Tranche B Lenders (as defined in the DIP credit
agreement) and the steering committee of the second lien creditors
are Arik Preis, Esq., and Naomi Moss, Esq., at Akin Gump Strauss
Hauer & Field, LLP.

Counsel to the administrative agent under the Debtors' prepetition
second lien credit agreement is Daniel S. Brown, Esq., at
Pillsbury Winthrop Shaw Pittman LLP.

The collateral trustee under the Debtors' prepetition second lien
credit agreement and the indenture trustee under each of the
Debtors' outstanding bond issuances, is represented by Marie C.
Pollio, Esq., at Shipman & Goodwin LLP.

Counsel to the ad hoc group of certain holders of the Debtors'
convertible senior notes is White & Case LLP's Tom Lauria, Esq.


SUNEDISON INC: Working on Settlement with TerraForm Entities
------------------------------------------------------------
TerraForm Global, Inc. has been engaged in settlement discussions
with SunEdison, Inc. to resolve, among other matters, intercompany
claims in connection with the Chapter 11 bankruptcy case of
SunEdison and certain of its affiliates.

On January 20, 2017, the Company and TerraForm Global, LLC ("GLBL
LLC"), a subsidiary of the Company, entered into a memorandum of
understanding with SunEdison, TerraForm Power, Inc. and TerraForm
Power, LLC ("TERP LLC"), a subsidiary of TerraForm Power.  The MOU
outlines potential settlements of claims:

     (i) between SunEdison and its affiliated debtors and
non-debtors (excluding GLBL and TERP) and their respective
employees, officers, directors, agents and representatives in their
capacities as such on the one hand, and the Company (for itself and
on behalf of GLBL LLC and TerraForm Global Operating, LLC), and
GLBL's employees, officers, directors, agents and representatives
in their capacities as such, on the other hand (the "GLBL
Intercompany Claims"); and

    (ii) between the SunEdison Parties, on the one hand, and
TerraForm Power (for itself and on behalf of TERP LLC and TerraForm
Power Operating, LLC) and TERP's employees, officers, directors,
agents and representatives in their capacities as such, on the
other hand -- TERP Intercompany Claims -- in each case in
connection with the SunEdison Bankruptcy and including, in each
case, any avoidance actions and preference claims the SunEdison
Parties may have.

The MOU has been approved by the respective boards of directors of
the Company, SunEdison and TerraForm Power. The Company's board of
directors approved the MOU upon the recommendation of its
independent members who do not also serve on the board of directors
of TerraForm Power. The settlements of the Intercompany Claims are
subject to the approval of the bankruptcy court in the SunEdison
Bankruptcy.

Under the MOU, the Yieldcos, GLBL LLC, TERP LLC and SunEdison will
work in good faith toward agreeing to the terms of two separate
settlement agreements, one for each Yieldco, as promptly as
practicable on or before January 27, 2017.

The Company expects that SunEdison will condition its motion for
Bankruptcy Court approval of each settlement upon Bankruptcy Court
approval of the other settlement agreement.

In addition, GLBL and SunEdison will work to document a transaction
for the sale of GLBL in parallel with a separate effort by TERP and
SunEdison to document a transaction for the sale of TERP -- each an
"M&A Transaction" -- with each M&A Transaction requiring approval
by the applicable Yieldco and SunEdison, provided such obligation
to work toward the M&A Transaction terminates if the Yieldcos and
SunEdison have not executed and delivered settlement agreements on
or before January 27, 2017.

The MOU contains certain non-binding proposed settlement terms to
resolve the complex legal relationship between the applicable
Yieldco and SunEdison arising out of SunEdison's sponsorship of
such Yieldco, including, among other things, an allocation of the
total consideration paid in connection with an M&A Transaction and,
with certain exceptions, the full mutual release of all GLBL
Intercompany Claims.

At the closing of the GLBL M&A Transaction, in exchange for its
Class B common stock of the Company, Class B units of GLBL LLC,
incentive distribution rights and all other interests in GLBL,
SunEdison would receive consideration equal to 25.0% of the total
consideration paid to all stockholders of the Company, reflecting
the settlement of GLBL Intercompany Claims, cancelation of
incentive distribution rights and other factors considered by the
board of directors of the Company. The remaining consideration
would be distributed to holders of shares of the Class A common
stock of the Company (including SunEdison, solely in its capacity
as a holder of Class A common stock of the Company immediately
prior to the closing of such M&A Transaction).

At the closing of the TERP M&A Transaction, in exchange for its
Class B common stock of TerraForm Power, Class B units of TERP LLC,
incentive distribution rights and all other interests in TERP,
SunEdison would receive consideration equal to 36.9% of the total
consideration paid to all TerraForm Power stockholders, reflecting
the TERP Intercompany Claims, incentive distribution rights and
other factors considered by the board of directors of TerraForm
Power. The remaining consideration would be distributed to holders
of shares of the Class A common stock of TerraForm Power.

The Proposed Settlement Terms are not legally binding on any party
to the MOU and are subject to a number of conditions and
contingencies, including each of the Yieldcos and SunEdison
entering into final settlement agreements before January 27, 2017,
each of the Yieldcos entering into an M&A Transaction (and all
documents with respect thereto) jointly approved by the applicable
Yieldco and SunEdison by April 1, 2017 and approval of each
settlement agreement by the Bankruptcy Court by April 1, 2017,
which date may be extended until April 15, 2017 if approval of the
settlement agreements is a contested matter that SunEdison is
prosecuting in good faith.

The settlement agreements will automatically terminate if approval
of the Bankruptcy Court is not obtained and will be terminable if
the applicable jointly approved M&A Transaction terminates prior to
closing or if other customary milestones are not met or termination
rights are triggered. There is no assurance that the Yieldcos and
SunEdison will enter into settlement agreements, and there is no
assurance as to the final terms or timing of any such settlement.

                      About SunEdison, Inc.

SunEdison, Inc. (OTC PINK: SUNEQ), is a developer and seller of
photovoltaic energy solutions, an owner and operator of clean
power
generation assets, and a global leader in the development,
manufacture and sale of silicon wafers to the semiconductor
industry.

On April 21, 2016, SunEdison, Inc., and 25 of its affiliates each
filed a Chapter 11 bankruptcy petition (Bankr. S.D.N.Y. Case Nos.
16-10991 to 16-11017).  Martin H. Truong, the senior vice
president, general counsel and secretary, signed the petitions.

The Debtors disclosed total assets of $20.7 billion and total debt
of $16.1 billion as of Sept. 30, 2015.

The Debtors have hired Skadden, Arps, Slate, Meagher & Flom LLP as
counsel, Togut, Segal & Segal LLP as conflicts counsel, Rothschild
Inc. as investment banker and financial advisor, McKinsey Recovery
& Transformation Services U.S., LLC, as restructuring advisors and
Prime Clerk LLC as claims and noticing agent.  The Debtors
employed PricewaterhouseCoopers LLP as financial advisors; and
KPMG LLP as their auditor and tax consultant.

SunEdison also has tapped Eversheds LLP as its special counsel for
Great Britain and the Middle East.  Cohen & Gresser LLP has also
been retained as special counsel.

The Debtors retained Ernst &Young LLP to provide tax-related
services.  Keen-Summit Capital Partners LLC has been hired as real
estate advisor.  Binswanger of Texas, Inc. also has been retained
as real estate agent.

Sullivan & Cromwell LLP serves as counsel to TerraForm Power,
Inc., and TerraForm Global, Inc.

An official committee of unsecured creditors has been appointed in
the case.  The Committee tapped Weil, Gotshal & Manges LLP as its
general bankruptcy counsel and Morrison & Foerster LLP as special
counsel.  Togut, Segal & Segal LLP and Kobre & Kim LLP serve as
conflicts counsel.  Alvarez & Marsal North America, LLC, serves as
the Committee's financial advisors.

Counsel to the administrative agent under the Debtors' prepetition
first lien credit agreement are Richard Levy, Esq., and Brad
Kotler, Esq., at Latham & Watkins.

Counsel to the administrative agent under the postpetition DIP
financing facility are Scott Greissman, Esq., and Elizabeth Feld,
Esq. at White & Case LLP.

Counsel to the Tranche B Lenders (as defined in the DIP credit
agreement) and the steering committee of the second lien creditors
are Arik Preis, Esq., and Naomi Moss, Esq., at Akin Gump Strauss
Hauer & Field, LLP.

Counsel to the administrative agent under the Debtors' prepetition
second lien credit agreement is Daniel S. Brown, Esq., at
Pillsbury Winthrop Shaw Pittman LLP.

The collateral trustee under the Debtors' prepetition second lien
credit agreement and the indenture trustee under each of the
Debtors' outstanding bond issuances, is represented by Marie C.
Pollio, Esq., at Shipman & Goodwin LLP.

Counsel to the ad hoc group of certain holders of the Debtors'
convertible senior notes is White & Case LLP's Tom Lauria, Esq.


SUPERIOR LINEN: DOJ Watchdog Seeks Ch. 11 Trustee, Ch. 7 Conversion
-------------------------------------------------------------------
Tracy Hope Davis, the United States Trustee for Region 17, asks the
U.S. Bankruptcy Court for the District of Nevada to enter an order
directing the appointment of a Chapter 11 trustee for the estate of
Superior Linen, LLC, or, in the alternative, convert the case to
one under Chapter 7.

The Debtor is a full service commercial laundry company, providing
laundry services to hotels, restaurants, and clubs.  Based on the
monthly operating reports submitted by Debtor for the periods
ending October 31, 2016 and November 30, 2016, it has demonstrated
cumulative losses of $2,316,543 since the Petition Date.

According to the U.S. Trustee, the misconduct by the Debtor's
management is material.  The Debtor has shown a continued and
repeated inability to do the most basic tasks of cash management
and accounting.  The Debtor's Chief Financial Officer, according to
the U.S. Trustee, admitted that the Debtor repeatedly bounced
checks at two successive banks prior to the bankruptcy.  Then after
the case was in bankruptcy, the Debtor opened a bank account and
concealed its bankrupt status from the bank in question, and
otherwise generally failed to comply (and continues to fail to
comply) with Section 345 of the Bankruptcy Code and the U.S.
Trustee Guidelines relating to bank account and cash management
requirements, the U.S. Trustee tells the Court.

Moreover, the Debtor appears to want to simply liquidate itself,
the U.S. Trustee says.  The U.S. Trustee, however, asserts that the
estate and its creditors would be much better served to accomplish
that goal under the rubric of a chapter 7 liquidation (or a chapter
11 trustee) with a disinterested fiduciary overseeing the sales
process, rather than the conflict-laden process seemingly
contemplated by the Debtor.

Therefore, the United States Trustee asks the Court enter an order
(a) granting the Motion; (b) ordering the appointment of a Chapter
11 Trustee for the estate of the Debtor, or in the alternative,
converting the case to one under chapter 7 and ordering the
appointment of a Chapter 7 trustee; and (c) granting such other
relief as the Court deems just under the circumstances.

The U.S. Trustee is represented by:

         J. Michal Bloom, Esq.
         UNITED STATES DEPARTMENT OF JUSTICE
         Office of the United States Trustee
         300 Las Vegas Boulevard, So., Suite 4300
         Las Vegas, NV 89101
         Tel: (702) 388-6600
         Fax: (702) 388-6658
         Email: j.michal.bloom@usdoj.gov

              About Superior Linen

Superior Linen, LLC, doing business as Superior Linen and Laundry
Services, which operates as a commercial laundry and linen rental
company, filed a chapter 11 petition (Bankr. D. Nev. Case No.
16-15388) on Sept. 30, 2016.  The petition was signed by Robert E.
Smith, chief financial officer.  The case is assigned to Judge Mike
N. Nakagawa.  The Debtor estimated assets and debts at $10 million
to $50 million at the time of the filing.

The Debtor tapped Matthew C. Zirzow, Esq., at Larson & Zirzow, LLC,
as bankruptcy counsel. Paras Barnett, Esq., at Barnett & Associates
is serving as special counsel.

The U.S. Trustee for Region 17 appointed three creditors of
Superior Linen, LLC to serve on the Official Committee of Unsecured
Creditors: Baltic Linen Company, Inc., United Cleaners Supply, Inc.
and Regent Apparel. The Committee is represented by Candace C.
Carlyon, Esq. and Matthew R. Carlyon, Esq., at Morris, Polich &
Purdy, LLP.


SUPERIOR LINEN: Seeks Second DIP Loan With RD VII Investments
-------------------------------------------------------------
Superior Linen, LLC, asks the U.S. Bankruptcy Court for the
District of Nevada for authorization to obtain a postpetition
financing from RD VII Investments, LLC, for a second time.

The Debtor relates that the postpetition financing is a loan in the
additional principal amount of $750,000.

The material terms, among others, of the proposed Second DIP Loan
are:

     (a) Interest Rate: Contractual rate of 11% per annum with a
default rate of 14% per annum.

     (b) Maturity:  The earliest of September 30, 2017, the date of
termination of Lender's obligation to make an advance resulting
from an Event of Default, and the Effective Date of a confirmed
Chapter 11 plan with respect to the Borrower.

     (c) Purpose and Use of Loan Proceeds:  The advances will be
used to fund monthly operational capital requirements of the
Debtor, including the restructuring and reorganization costs of the
Debtor, the payment of administrative expenses and certain other
claims and expenses.

     (d) Grant and Scope of Liens on Property of the Estate:  The
Lender is granted the following rights in the Collateral:

          (1) a continuing security interest in all of the Debtor's
right, title and interest in the collateral and all other assets
previously secured by the Lender as of the Petition Date; and

          (2) a super priority claim in the Debtor's bankruptcy
case in the amount of any outstanding principal, interest and fees
in respect of the Second DIP Loan having priority over all
administrative expenses, subject to the Professional Fee
Carve-Out.

The Debtor's proposed Budget provides for total expenses in the
amount of $1,426,878 for the period January 17, 2017 through March
31, 2017.

The Debtor tells the Court that it needs approval of and access to
the Second DIP Loan to fund the Chapter 11 case and its operations.
The Debtor further tells the Court that it cannot meet its ongoing
post-petition obligations unless it has the authorization to
execute the Second DIP Loan Documents and access the proceeds of
the Second DIP Loan.

A full-text copy of the Debtor's Motion, dated Jan. 23, 2017, is
available at
http://bankrupt.com/misc/SuperiorLinen2016_1615388mkn_208.pdf

A full-text copy of the Debtor's proposed Budget, dated Jan. 23,
2017, is available at
http://bankrupt.com/misc/SuperiorLinen2016_1615388mkn_208_1.pdf

                About Superior Linen, LLC

Superior Linen, LLC, doing business as Superior Linen and Laundry
Services, which operates as a commercial laundry and linen rental
company, filed a chapter 11 petition (Bankr. D. Nev. Case No.
16-15388) on Sept. 30, 2016.  The petition was signed by Robert E.
Smith, chief financial officer.  The case is assigned to Judge Mike
N. Nakagawa.  The Debtor estimated assets and debts at $10 million
to $50 million at the time of the filing.

The Debtor tapped Matthew C. Zirzow, Esq., at Larson & Zirzow, LLC,
as bankruptcy counsel.  Paras Barnett, Esq., at Barnett &
Associates is serving as special counsel.

The U.S. Trustee for Region 17 appointed three creditors of
Superior Linen, LLC to serve on the Official Committee of Unsecured
Creditors: Baltic Linen Company, Inc., United Cleaners Supply, Inc.
and Regent Apparel.  The Committee is represented by Candace C.
Carlyon, Esq. and Matthew R. Carlyon, Esq., at Morris, Polich &
Purdy, LLP.


TALOS ENERGY: S&P Lowers CCR to 'CCC+' on Inadequate Liquidity
--------------------------------------------------------------
S&P Global Ratings said that it lowered its corporate credit rating
on Houston-based exploration and production company Talos Energy
LLC to 'CCC+' from 'B-'.  The outlook is negative.

At the same time, S&P raised its issue-level rating on subsidiary
Talos Production LLC's senior unsecured notes to 'B-' from 'CCC+'.
S&P is raising the recovery rating to '2' from '5', indicating its
expectation of substantial (in the upper half of the 70%-90% range)
recovery in the event of a payment default.

The lower corporate credit rating reflects S&P's view that the
company has less than adequate liquidity, which makes the company
more susceptible to any disruption in operations.  Liquidity is
constrained by the company's relatively limited revolver
availability as well as its maximum total leverage covenant of
3.5x.  S&P believes that to fund its planned capital program and
maintain production levels, the company is dependent upon
moderately improving cash flows from operations.  Although weather
has not materially disrupted the company's operations in the Gulf
of Mexico previously, S&P views this as a potential risk that could
cause Talos to defer production activities.  The company has hedged
over 70% of expected production in 2017.  While this provides some
protection to cash flows, S&P expects the company's liquidity
position to remain susceptible to commodity price swings.  The
company's revolving credit facility has a springing August 2017
maturity if the existing unsecured notes are outstanding.  S&P'
expects the company to address this looming maturity in the near
term.  The higher issue-level ratings reflect the improved recovery
prospects for noteholders following a meaningful increase in the
company's 2016 year-end PV-10 valuation.

S&P views Talos' business profile as vulnerable.  Despite the
company's track record of growth through both acquisitions and
development of existing assets, Talos remains smaller than certain
peers.  S&P forecasts that Talos' daily production will be up
around 15% from expected 2016 production of about 24,000 barrels of
oil equivalent per day (boe/d).  In addition, S&P expects that
Talos will remain concentrated in the Gulf of Mexico due to
management's knowledge and expertise in the region.  S&P views the
Gulf as having higher operating risk than onshore plays, given that
production declines tend to be steep, organic reserve replacement
tends to be weak, and production is susceptible to disruptions from
tropical storms and hurricanes.

In 2016, Talos entered into a capital lease of its floating
production platform, the Helix Producer I.  Despite the additional
debt associated with the capital lease, S&P views the effect of
this lease as positive since it enables to company to avoid
throughput charges it previously paid for access to the facility.
S&P also views the company's discovery and subsequent initial
production from the Tornado project as credit positive, and S&P's
analysis reflects increased production and proved reserves
attributed to the Tornado project.

S&P assess the company's financial risk profile as highly
leveraged.  S&P's financial risk profile assessment considers the
private-equity sponsorship of Apollo Global Management LLC and
Riverstone Holdings LLC.  Talos has a significant portion of its
expected production in 2017 and 2018 hedged, but S&P expects
leverage measures to weaken modestly over the next two years.  In
S&P's base-case scenario, it forecasts weighted-average debt to
EBITDA of around 5x and funds from operations (FFO) to total debt
below 12% over the next two years.

S&P's projections incorporate these expectations:

   -- S&P's West Texas Intermediate (WTI) crude oil price
      assumptions of $50 per barrel (bbl) for 2017 and 2018, and
      $55 bbl thereafter.

   -- S&P's Henry Hub natural gas price assumptions of $3 per
      million British thermal units (mmBtu) for 2017 and
      thereafter.

   -- S&P forecasts that 2017 production will rise about 15% from
      2016 expected levels of 24,000 boe/d.

Talos' liquidity is less than adequate based on S&P's view that,
despite liquidity sources exceeding uses by 1.2x over the next 12
months, the company has limited availability under its revolving
credit facility and limited cushion on its total leverage covenant
of 3.5x.  S&P believes the company would be challenged to absorb
potential high–impact, low-probability events such as a major
storm that could defer production activities.  Under S&P's base
case it assumes the company will be able to refinance its unsecured
notes in the near term, resolving the upcoming springing maturity
of its revolving credit facility.  This facility matures in
February 2019, but has a springing maturity in August 2017 as long
as the unsecured notes remain outstanding.

Principal liquidity sources:

   -- Modest unrestricted cash on hand;
   -- Approximately $65 million in availability under the
      revolving credit facility, subject to a $475 million
      borrowing base at year end 2016; and
   -- S&P estimates that Talos will generate cash FFO of
      $120 million to $140 million over the next 12 months.

Principal liquidity uses:

   -- S&P expects that capital spending will moderately exceed
      cash flow generation in the next 12 months.

The negative outlook reflects the potential that S&P could lower
the rating within the next year if the company's liquidity position
were to weaken materially from current levels.  In S&P's base-case
scenario, it expects limited revolver availability and tight
covenant levels to constrain the company's ability to handle
high–impact, low-probability events such as a weather event that
temporarily disrupts production.  S&P's base case assumes that the
company can refinance its unsecured notes in the near term.

S&P could lower the ratings within the next few months if, against
its expectations, the company can't refinance its unsecured notes
in the near term, causing its revolver maturity to spring in August
2017.  S&P also could lower the ratings if the company's liquidity
position weakens materially from current levels.  This could be
caused by a high–impact, low-probability event affecting the Gulf
of Mexico such as a weather event that temporarily disrupts
production.  Liquidity could also weaken if commodity prices fall.


S&P could revise the outlook or raise the ratings if the company
improves its absolute liquidity position to a level that S&P
considers adequate.  This could be the result of a successful
exploration program, resulting in an increase in the company's
proved reserves and borrowing base.  In addition, the company would
need to improve its debt maturity profile and maintain adequate
covenant cushion.

Key analytical factors

   -- S&P raised the issue-level ratings on the company's
      $300 million senior unsecured notes to 'B-' from 'CCC+'.  
      The recovery rating on the unsecured debt is '2', indicating

      S&P's expectation of substantial (in the upper half of the
      70%-90% range) recovery in the event of a payment default.

   -- S&P based its valuation of Talos on a company-provided PV-10

      report, using preliminary year-end 2016 proven reserves
      evaluated on S&P's recovery price deck of $50 bbl for WTI
      crude oil and $3 mmBtu for Henry Hub natural gas.

   -- S&P's analysis assumes that the company's reserve-based
      credit facility will have a $475 million borrowing base.

   -- The improvement in recovery prospects for the unsecured
      notes is a result of the increased PV-10 valuation along
      with S&P's expectation for the borrowing base to remain at
      current levels.  S&P capped the recovery rating at '2' due
      to the risk of additional secured debt that could lower
      recovery prospects for unsecured note holders.

   -- S&P's simulated default scenario for Talos assumes a
      sustained period of low commodity prices, consistent with
      the conditions of past defaults in this sector.

   -- Simulated year of default: 2018
   -- Net enterprise value (after 5% bankruptcy administrative
      costs): $1.553 billion
   -- Senior secured claims: $489 million
      -- Recovery expectations: Not applicable
   -- Total value available to unsecured claims: $1.064 billion
   -- Senior unsecured claims: $313 million
      -- Recovery expectations: 70%-90% (upper half of the range)

Note: Although S&P's waterfall reflects recovery prospects for the
unsecured notes to exceed levels appropriate for the '2' rating,
S&P caps the recovery rating for unsecured debt at '2' for
companies rated 'B' or lower, due to the risk of the company
issuing secured debt.



TANGELO GAMES: Satisfies Conditions to Waiver & Amendment
---------------------------------------------------------
Tangelo Games Corp. (GEL), a developer and operator of social
casino games, on Jan. 26, 2017, disclosed that the Company has
satisfied the outstanding conditions of the waiver and amendment
agreement (the "Amendment") with its lenders to amend certain terms
of its outstanding credit agreement.  Tangelo previously completed
a secured debt financing pursuant to an amended and restated credit
agreement dated Nov. 16, 2015, which amended the terms of a prior
credit agreement dated Jan. 30, 2015, as amended among the Company,
as borrower, the subsidiaries of Tangelo, as credit parties, a
syndicate of lenders (the "Lenders"), and the Lenders'
administrative agent, Third Eye Capital Corporation.

The Company paid the Lenders a fee of US$200,000 and received TSX
Venture Exchange approval to amend the exercise price for
35,000,000 non-transferrable warrants issued by the Company to the
Lenders to a new exercise price of $0.06 in connection with the
Amendment.

                       About Tangelo Games

Tangelo Games Corp., the parent company of Diwip and Akamon,
formerly known as Imperus Technologies Corp., is a developer of
social and mobile gaming for PC, Mac, iOS and Android platforms.
Diwip and Akamon design, develop and distribute their top ranked
social casino-themed games within online social networks (such as
Facebook) and mobile platforms (such as Android and iPhone).  All
of the Diwip and Akamon games are free to play and generate revenue
primarily through the in-game sale of virtual coins.


TARA RETAIL: Bankruptcy Filing Halts Sale of Shuttered Mall
-----------------------------------------------------------
Tara Retail Group, LLC, sought bankruptcy protection to stop a
foreclosure sale of its shopping center in Elkview, West Virginia.

Tara Retail owns The Crossings Mall in Elkview, WV, which had
tenants that included Kmart and Kroger.  The Company is headed by
businessman Bill Abruzzino.

As widely reported, the Crossings Mall has been closed and
inaccessible to the public since massive floods swept through West
Virginia on June 23, 2016.  The mall needs a new culvert bridge
(estimated to cost $1 million) to replace the access bridge was
washed away by the flooding.

According to Charleston Gazette-Mail, the mall's closure left 500
people out of work and the Company subsequently defaulted on a
$13.6 million loan from its lender, U.S. Bank Association.

On Dec. 23, U.S. District Judge Thomas Johnston appointed Martin
Perry, a managing director at Newmark Grubb Knight Frank's
Pittsburgh office, as receiver.

Mr. Perry scheduled a trustee's sale for Jan. 24, 2017.  The
Herald-Dispatch reports that Tara's last-minute bankruptcy filing
halted the sale of the shopping center.

Pittsburgh attorney Chris Schueller is representing lender U.S.
Bank Association.

Tara Retail Group, LLC, filed a Chapter 11 petition (Bankr. N.D.
W.V. Case No. 17-00057) on Jan. 24, 2017.  The petition was signed
by William A. Abruzzino, managing member.  The case judge is the
Hon. Patrick M. Flatley.  The Debtor estimated assets and debt of
$10 million to $50 million.

The Debtor tapped Steven L. Thomas, Esq., at Kay, Casto & Chaney
PLLC, as bankruptcy counsel.


TELENTOS CONSTRUCTION: Seeks to Hire Rosenberg as Legal Counsel
---------------------------------------------------------------
Telentos Construction Corp. seeks approval from the U.S. Bankruptcy
Court for the Eastern District of New York to hire legal counsel.

The Debtor proposes to hire Rosenberg, Musso & Weiner to give legal
advice regarding its duties under the Bankruptcy Code, and provide
other legal services related to its Chapter 11 case.

The firm's partners and associates will be paid $650 per hour and
$525 per hour, respectively.

Robert Musso, Esq., at Rosenberg, disclosed in a court filing that
his firm is a "disinterested person" as defined in section 101(14)
of the Bankruptcy Code.

The firm can be reached through:

     Robert J. Musso, Esq.
     Rosenberg, Musso & Weiner
     26 Court Street, Suite 2211
     Brooklyn, NY 11242-1125
     Phone: (718) 855-6840
     Toll Free: (800) 297-6840
     Fax: (718) 625-1966

                   About Telentos Construction

Telentos Construction Corp. sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 17-40172) on January
17, 2017.  The petition was signed by Tommy Demoneris, president.


The case is assigned to Judge Nancy Hershey Lord.

At the time of the filing, the Debtor disclosed $1.94 million in
liabilities and no assets.


TELESAT CANADA: Moody's Rates US$2.4BB Term Loan at Ba3
-------------------------------------------------------
Moody's Investors Service assigned a Ba3 rating to Telesat Canada's
new US$2.4 billion 6-year senior secured term loan B. The new loan
has no ratings implications as it refinances Telesat's existing
US$2.4 billion senior secured term loan B and, with interest
margin, amortization, term, security and credit metrics remaining
unchanged, it is rated at the same Ba3 level as the facility it
replaces. The company's other ratings, including that of its US$200
million senior secured revolving credit facility, as well as the
company's stable outlook, remain unchanged (see ratings listing,
below).

Ratings for instruments that will be refinanced will be withdrawn
in due course (refer to Moody's policies relating to ratings
withdrawals). The following summarizes Moody's ratings and rating
actions for Telesat, all of which are contingent upon Moody's
review of final documentation and no material change in previously
advised terms and conditions.

Issuer: Telesat Canada

Assignments:

-- Senior Secured Credit Facility: Assigned Ba3 (LGD3)

Existing Ratings and Outlook

-- Corporate Family Rating: B1

-- Probability of Default Rating: B1-PD

-- Outlook: Stable

-- Speculative Grade Liquidity Rating: SGL-2

-- Senior Secured Credit Facility: Ba3 (LGD3)

-- Senior Unsecured Regular Bond/Debenture: B3 (LGD5)

RATINGS RATIONALE

Telesat's B1 corporate family rating is driven by the company's
solid business model, stable and predictable revenue and margins,
and by expectations of 5.5x-to-5.0x leverage of debt/EBITDA
(Moody's adjusted) through 2017/2018. The rating is constrained by
fixed satellite services industry uncertainties related to ongoing
capacity additions (non-video applications) that are likely to
suppress margins as excess supply is absorbed, perhaps over four
years. Governance and financial policy matters related to the
company's financial owners also continue to constrain the rating.

Telesat's liquidity is good (SGL-2) based on a balance of CAD790
million (at 30 September 2016), free cash flow of CAD125 million to
CAD150 million over the next year, and an unused US$200 million
revolving credit facility. Moody's also expects that Telesat's
credit facility will have ample financial covenant compliance
cushions.

Rating Outlook

The outlook is stable based on Moody's expectation of 5.0x-to-5.5x
leverage of debt/EBITDA (Moody's adjusted) through mid-2018
(estimated Q1-2017 at 5.3x, pro forma for a pending cash
distribution).

What Could Change the Rating - Up

-- Debt/EBITDA expected to be sustained between 3.5x-4.5x
(estimated Q1-2017 at 5.3x, pro forma for a pending cash
distribution)

-- Free Cash Flow to Debt sustained towards 5% (4.7% at 30
September 2016)

-- Along with: solid industry fundamentals, good execution, and
clarity on ownership strategy and capital allocation plans

What Could Change the Rating - Down

-- Debt/EBITDA sustained above ~6x (estimated Q1-2017 at 5.3x, pro
forma for a pending cash distribution)

-- Free Cash Flow to Debt sustained below ~2.5% (4.7% at 30
September 2016)

-- Weaker industry fundamentals, execution or adverse
ownership/strategy developments

Corporate Profile

Headquartered in Ottawa, Ontario, Canada, Telesat Canada is the
world's fourth largest provider of fixed satellite services. The
company's fleet consists of 15 satellites plus the Canadian payload
on ViaSat-1 with two new satellites under construction. An
additional two prototype satellites are under construction and will
be deployed in low earth orbit. Telesat also manages the operations
of additional satellites for third parties. Privately held,
Telesat's principal shareholders are Canada's Public Sector Pension
Investment Board and Loral Space & Communications Inc. (NASDAQ:
LORL).

The principal methodology used in this rating was "Global
Communications Infrastructure Rating Methodology" published in June
2011.


TIDEWATER INC: Receives Limited Waiver Extensions from Lenders
--------------------------------------------------------------
Tidewater Inc. has been in discussions with its principal lenders
and noteholders to amend the company's various debt arrangements to
obtain relief from certain covenants.  Pending the resolution of
those discussions, the company had previously received limited
waivers from the necessary lenders and noteholders which waived
compliance with these covenants until Jan. 27, 2017.  The company
has now received extensions of those waivers until March 3, 2017.

Tidewater is a provider of OSVs to the global energy industry.


TIME WARNER: Moody's Affirms Ba1 Debt Rating, Outlook Stable
------------------------------------------------------------
Moody's Investors Service affirmed all the Ba1 ratings on debt
instruments transferred from Time Warner Cable, Inc. to Time Warner
Cable, LLC and also assigned a stable outlook to TWC LLC. Charter
Communications, Inc. (Old) ("Charter" - Ba2 CFR, Stable), in
connection with its merger with TWC INC, transferred all of TWC
INC's assets and liabilities to TWC LLC effective May 18, 2016.
Concurrently, TWC INC and the guarantors of its debt securities,
also executed a supplemental indenture to evidence the succession
of TWC LLC to TWC INC and to provide for the assumption of the
obligations of TWC INC by TWC LLC. According to Moody's, the
substitution of TWC LLC as the issuer of bonds in place of TWC INC
is regarded as neutral for the ratings of these bonds as the credit
factors supporting the ratings remain unchanged. Moody's notes that
there was no change to the covenants package or the guarantee
structure following the aforementioned obligor substitution, except
that the notes were provided equal and ratable security to the rest
of the company's secured debt at the close of the merger. As a
result, the issuing entity is being substituted by TWC LLC from TWC
INC. Since there is no debt outstanding at TWC INC, Moody's
withdrew the stable outlook at TWC INC. TWC LLC is a wholly owned
subsidiary of Charter.

Affirmations:

Issuer: Time Warner Cable LLC

-- Senior Unsecured Regular Bond/Debenture, Affirmed Ba1 (LGD3)

-- Backed Senior Unsecured Regular Bond/Debenture, Affirmed Ba1
(LGD3)

Outlook Actions:

Issuer: Time Warner Cable LLC

-- Outlook, Assigned Stable

Withdrawals:

Issuer: Time Warner Cable, Inc.

-- Backed Senior Unsecured Commercial Paper, Withdrawn ,
previously rated NP

Outlook Actions:

Issuer: Time Warner Cable, Inc.

-- Outlook, Changed To Rating Withdrawn From Stable

RATINGS RATIONALE

Charter's Ba2 CFR is supported by the incremental scale and
expectation for expansion in EBITDA following TWC and BHN's
acquisitions and integration. Following completion of the
integration, the new entity is benefiting from stronger operating
synergies, a larger geographic footprint and opportunities,
enhanced margins and stronger free cash flow generation. Charter is
achieving the synergies primarily through greater purchasing power
when it comes to acquiring programming content, as well as reducing
corporate overhead and being able to spread overhead costs over a
much larger customer base. Also, Charter is able to achieve scale
benefits in the purchasing of customer premise equipment (CPE),
which constitutes a large portion of cable operators' capital
expenditures. Pro forma leverage of approximately 4.6 times
debt-to-EBITDA (as of 9/30/2016 and incorporating Moody's standard
adjustments) is currently high for the rating but Moody's expect
leverage to trend below 4.5x within 2017 as a result of growth in
EBITDA. The company's market position should remain solidly
positioned, with a leading broadband infrastructure and growing
commercial opportunity. The Ba2 CFR is supported by Charter's
number two wireline triple-play market position (behind only
Comcast Corporation -- A3, Stable) with approximately 17.3 million
video customers (pro forma), 22.2 million high speed data customers
and 11 million telephony customers. The company's revenue for LTM
09/30/2016 was approximately $39 billion and EBITDA was roughly
$13.7 billion (Moody's adjusted).

The stable outlook reflects Moody's expectation that Charter's
debt-to-EBITDA (incorporating Moody's standard adjustments) will be
sustained below 4.5x over the rating horizon and the company will
continue to generate positive free cash flow and maintain good
liquidity.

Moody's would consider an upgrade of the ratings with continued
improvements in both financial and operating metrics and a
commitment to a better credit profile. Specifically, Moody's could
upgrade the CFR based on expectations for sustained leverage below
4.0x debt-to-EBITDA and free cash flow-to-debt in excess of 5%,
along with maintenance of good liquidity. A higher rating would
require clarity on fiscal policy, as well as product penetration
levels more in line with industry averages and growth in revenue
and EBITDA per homes passed. Moody's would likely downgrade ratings
if another sizeable debt funded acquisition, ongoing basic
subscriber losses, declining penetration rates, and/or a reversion
to more aggressive financial policies contributed to expectations
for sustained leverage above 4.5x debt-to-EBITDA or sustained low
single digit or worse free cash flow-to-debt.

One of the largest US domestic cable multiple system operators
serving over 25 million customer relationships, 22.2 million
broadband subscribers, 17.3 million video subscribers and 11
million voice subscribers (pro forma for TWC and BHN acquisitions).
Charter Communications, Inc. maintains its headquarters in
Stamford, Connecticut. Pro forma revenue for the last twelve months
ended September 30 was approximately $39 billion.

The principal methodology used in these ratings was Global Pay
Television - Cable and Direct-to-Home Satellite Operators published
in January 2017.


TOOLING SCIENCE: Dennis Vlasek to Get $909 per Month for 5 Yrs.
---------------------------------------------------------------
Tooling Science, Inc., filed with the U.S. Bankruptcy Court for the
District of Minnesota a first amended disclosure statement dated
Jan. 23, 2017, referring to the Debtor's plan of reorganization.

Class II consists of the secured claim of Dennis Vlasek under,
inter alia, a revolving note and the security agreement, in the
amount of $50,000, plus interest and expenses to the extent allowed
under Section 506 of the U.S. Bankruptcy Code.  The Vlasek Loan is
fully secured by a second position blanket lien subordinate only to
Midwest One.  The collateral consists of all of the assets of the
Debtor, including, without limitation, Debtor’s accounts
receivable, equipment and inventory.

The Allowed Secured Claim of Class II will be paid, in full, in
fully amortized equal monthly installments at 3.5%, for five years,
commencing within 30 days of the Effective Date of the Plan.
Monthly payments are estimated to be $909.59 per month.  The Class
II claimant will retain the Vlasek Collateral, until his secured
claim is fully satisfied and paid in full.  Except as specifically
set forth herein, all other terms of the Vlasek Secured Loan
Documents will remain in full force and effect.

The Debtor, after confirmation, will continue to manage its affairs
and assets and will disburse funds, serving as required as
disbursing agent.  The Debtor will remain responsible for operating
the business, paying its expenses and making distributions to
creditors as set forth in the Plan.  The Debtor will provide or pay
out of operating funds for all of the Debtor’s administrative
expenses and business debts in the ordinary course of business.

The First Amended Disclosure Statement is available at:

            http://bankrupt.com/misc/mnb16-41999-57.pdf

As reported by the Troubled Company Reporter on Dec. 26, 2016, the
Debtor filed with the Court a disclosure statement dated Dec. 12,
2016, referring to the Debtor's plan of reorganization.  Under that
plan, the holders of Class III - General Unsecured Claims -- in the
approximate amount of $853,000 -- will be paid the pro rata share
of $300,000 or approximately 35% of the total of all unsecured
claims, over time.  

                   About Tooling Science

Tooling Science, Inc., sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Minn. Case No. 16-41999) on June 30,
2016.  The petition was signed by Brian Burley, president.

Thomas 1. Flynn, Esq., at Larkin Hoffman Daly & Lindgren Ltd.
serves as the Debtor's bankruptcy counsel.

The case is assigned to Judge Hon. William J Fisher.

At the time of the filing, the Debtor estimated its assets at $0
to
$50,000 and liabilities at $1 million to $10 million.

The Office of the U.S. Trustee disclosed in a court filing that no
official committee of unsecured creditors has been appointed in
the Chapter 11 case of Tooling Science, Inc.


TREND COMPANIES: Authorized to Use First Financial Cash Collateral
------------------------------------------------------------------
Judge Alan C. Stout of the U.S. Bankruptcy Court for the Western
District of Kentucky authorized The Trend Companies of Kentucky,
Inc., d/b/a The Trend Appliance Company, to use the cash collateral
of First Financial Bank, N.A. on an interim basis.

As of the Petition Date, the Debtor owes First Financial Bank, N.A.
the total amount of $63,098 for the First Promissory Note, and the
amount of $116,886 for the Second Promissory Note, as well as all
fees, costs, expenses and other charges with respect to the
Promissory Notes.  The indebtedness are secured by security
interests in essentially all assets of the Debtor.

First Financial was granted a valid, binding, enforceable and
perfected first priority liens, mortgages and security interests,
in and upon all of the Pre-Petition Collateral and all proceeds
thereof, and all of the Debtor's property and assets acquired by
the Debtor on or after the Petition Date as security for the prompt
payment and performance of any and all obligations incurred by the
Debtor to First Financial.

First Financial was further granted a post-petition claim against
the Debtor's estate, as adequate protection for any post-petition
diminution in value of First Financial's interests in the
Pre-Petition Collateral.  In order to secure the Adequate
Protection Claim, First Financial was given a replacement lien,
mortgage and security interest in and upon the Pre-Petition
Collateral and all post-petition proceeds of the Pre-Petition
Collateral, and the Post-Petition Collateral and all proceeds
thereof to the same extent, validity and priority as its
pre-petition security interest.

The Debtor was directed to pay First Financial the sum of $200 per
month on Note 1 and $600 per month on Note 2 until an Order of
Confirmation is entered by the Court.  The Debtor was further
directed to make an adequate protection payment to GE Appliances in
the amount of $2,000 for the purchase money security interest held
by GE Appliances.

The final hearing on the use of Cash Collateral will be held on
February 7, 2017.

A full-text copy of the Seventh Interim Order, dated January 19,
2017, is available at https://is.gd/gDFdDQ

           About The Trend Companies of Kentucky

The Trend Companies of Kentucky, Inc., filed a Chapter 11 petition
(Bankr. W.D. Ky. Case No.16-30258), on Feb. 3, 2016.  The petition
was signed by Joseph Dumstorf, president.  The case is assigned to
Judge Alan C. Stout.  The Debtor is represented by Neil Charles
Bordy, Esq., at Seiller Waterman LLC.  At the time of filing, the
Debtor estimated assets at $500,000 to $1 million and liabilities
at $1 million to $10 million.


TRIBE BUYER: Moody's Assigns B2 Corporate Family Rating
-------------------------------------------------------
Moody's Investors Service ass2igned first time ratings to Tribe
Buyer LLC. The Corporate Family rating ("CFR") was assigned at B2,
the Probability of Default rating at B2-PD, the senior secured 1st
lien revolving credit facility due 2022 and term loan due 2024 at
B1 and the senior secured 2nd lien term loan due 2025 at Caa1. The
rating outlook is stable.

The proceeds of the term loans and $229 million of cash equity from
affiliates of financial sponsor The Blackstone Group ("Blackstone")
will be used to purchase the company and pay transaction-related
fees and expenses.

Issuer: Tribe Buyer LLC

Assignments:

-- Corporate Family Rating, Assigned B2

-- Probability of Default Rating, Assigned B2-PD

-- Senior Secured 1st lien, Assigned B1 (LGD3)

-- Senior Secured 2nd lien, Assigned Caa1 (LGD5)

Outlook:

-- Outlook, Assigned Stable

RATINGS RATIONALE

The B2 CFR reflects Tradesmen's narrow operating focus in providing
skilled trade staffing services to small-to-medium sized
non-residential construction companies in the U.S., modest
profitability with EBITA margins expected around only 10% and
moderately high debt to EBITDA over 5 times. EBITA to interest
expense expected well above 2.5 times is solid for the B2 CFR.
Moody's anticipates around 10% revenue growth, driven by steady
volume and bill rate increases, high retention of existing
customers and about 10 new agency location openings per year. A
favorable demand shift by Tradesman's target customers toward
sourcing skilled construction trade employees through employment
service providers provides additional ratings support. Moody's
expects Tradesman's revenues could be cyclical and volatile,
reflecting regional commercial construction conditions. Moody's
notes that while Tradesman's revenues fell by around 50% from 2008
to 2009, driven by the severe downturn in construction at that
time, the company was able to maintain gross profit margins above
20%, while EBITA margins compressed by less than 200 basis points,
or around 10%, reflecting its high degree of variable costs. Growth
of revenues and profits will be limited by robust competition from
other employment services providers and informal networking within
each trade. Adequate liquidity is provided by expectations for at
least $25 million of free cash flow and the fully available $40
million revolver.

All financial metrics cited reflect Moody's standard adjustments.

The stable ratings outlook reflects Moody's expectations for
Tradesman to maintain EBITA margins around 10%, some free cash flow
and adequate liquidity in a cyclical non-residential construction
downturn. The stable outlook also reflects anticipation of only
contractually-required debt reduction, as well as the risk that
free cash flow or cash raised in subsequent debt offerings could be
used to fund shareholder returns. Given the financial sponsor
ownership, modest revenue scale and narrow operating scope, Moody's
considers a ratings upgrade unlikely in the near term. However, the
ratings could be upgraded if Moody's anticipates Tradesman will
maintain conservative financial policies, expand the size and scope
of revenues through end market and regional expansion and maintain
debt to EBITDA around 4 times. The ratings could be downgraded if
revenue or profitability declines due to pricing pressure or
customer losses, Moody's expects debt to EBITDA to be sustained at
6 times or liquidity diminishes.

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

Tradesmen, controlled by affiliates of The Blackstone Group and
based in Cleveland, OH, provides agency-based staffing services for
skilled craftsmen to the non-residential, small to medium size
construction industry in the U.S. Moody's expects 2017 GAAP
revenues to approach $550 million.



TRIBE BUYER: S&P Assigns 'B' CCR on High Adjusted Leverage
----------------------------------------------------------
S&P Global Ratings said that it assigned its 'B' corporate credit
rating to Ohio-based Tribe Buyer LLC (doing business as Tradesmen
International).  The rating outlook is stable.

At the same time, S&P assigned its 'B' issue-level rating to the
company's proposed $40 million revolving credit facility due 2022
and $230 million first-lien term loan due 2024.  The '3' recovery
rating indicates S&P's expectation for meaningful (50%-70%; lower
half of the range) recovery of principal in the event of a payment
default.

S&P also assigned its 'CCC+' issue-level rating and '6' recovery
rating to the company's proposed $80 million second-lien term loan
due 2025.  The '6' recovery rating indicates S&P's expectation for
negligible (0%-10%) recovery of principal in the event of payment
default.

"Our 'B' corporate credit rating reflects our high pro forma
adjusted leverage of 6.5x on the company; its financial sponsor
ownership, small scale of operations, narrow business focus, and
exposure to a cyclical industry; our expectation for modest free
operating cash flow in 2017," said S&P Global Ratings' credit
analyst Kathryn Archibald.

The stable outlook reflects S&P's view that Tradesmen International
will continue to pursue organic growth over the next 12 months.
S&P expects that its adjusted debt-to-EBITDA metric will steadily
decline to below 6.0x by year end 2017, with further decline to
closer to 5.0x thereafter and its free operating cash flow
(FOCF)-to-debt ratio will be sustained in high-single digit
percentage range.

S&P could lower the rating during the next 12 months if its FOCF to
debt were to fall below the mid-single-digit percentage area and if
its debt to EBITDA doesn't decline below 6x.  This could occur as a
result of the company's inability to sustain current strong growth
rates.  Additionally, S&P could consider lowering the rating if the
commercial construction industry were to experience a downturn
during the next year.

S&P considers an upgrade unlikely over the next 12 months, given
its belief that the company's leverage will remain high under
financial sponsor ownership.  However, S&P could raise the rating
if it believes the company could maintain FOCF to debt at greater
than 10%, provide a sustained demonstration of debt reduction, and
diversify its revenue and end markets.


TRINIDAD DRILLING: Moody's Rates Proposed US$350MM Debt at Caa1
---------------------------------------------------------------
Moody's Investors Service assigned a Caa1 rating to Trinidad
Drilling Ltd.'s proposed US$350 million senior unsecured notes. The
majority of the proceeds from the notes offering and the January
20, 2016 C$130 million of equity proceeds will be used to tender
for Trinidad's US$450 million 2019 senior unsecured notes.

Trinidad's B3 Corporate Family Rating (CFR), B3-PD Probability of
Default Rating and Speculative-Grade Liquidity Rating of SGL-3 are
unchanged. The outlook remains negative.

The following rating action was taken:

Assignments:

Issuer: Trinidad Drilling Ltd.

-- Senior Unsecured Regular Bond/Debenture, Assigned Caa1 (LGD4)

RATINGS RATIONALE

Trinidad's B3 CFR reflects Moody's expected high leverage and weak
interest coverage in 2017, which is driven by its exposure to the
weak North American land drilling market and continued rig contract
roll off. The rating also considers Trinidad's geographic diversity
through its international joint venture with Halliburton (Baa1
negative). The international business has longer term contracts and
higher margins than the North American market.

Trinidad's SGL-3 liquidity rating reflects adequate liquidity. As
of September 30, 2016, Trinidad had C$29 million of cash and full
availability under its approximately C$230 million revolving credit
facilities due in 2018, which is comprised of C$100 million and
US$100 million tranches. Moody's expects modestly positive free
cash flow in 2017. Moody's expects Trinidad to be in compliance
with its two financial covenants through this period. Alternative
sources of liquidity are limited principally to the sale of
existing assets, which are largely encumbered.

In accordance with Moody's Loss Given Default (LGD) Methodology,
the notching of the senior unsecured notes at Caa1, one notch below
the B3 CFR, reflects the priority ranking secured credit facility
in the capital structure.

The negative outlook reflects Moody's expectation that leverage and
interest coverage could weaken in 2017.

The rating could be downgraded if Trinidad's adjusted debt to
EBITDA is likely to remain above 8x or if EBITDA to interest falls
below 1.5x or if the liquidity profile weakened.

The rating could be upgraded if Trinidad's EBITDA improves, which
would require commodity prices to improve to drive significantly
higher drilling activity, while reducing adjusted debt to EBITDA to
around 5x and increasing EBITDA to interest above 2.5x.

Trinidad, based in Calgary Alberta, provides land drilling services
primarily to North American exploration and production companies.

The principal methodology used in this rating was Global Oilfield
Services Industry Rating Methodology published in December 2014.


TS WAXAHACHIE: Seeks to Hire Chesnutt as Legal Counsel
------------------------------------------------------
TS Waxahachie, LLC seeks approval from the U.S. Bankruptcy Court
for the Northern District of Texas to hire legal counsel in
connection with its Chapter 11 case.

The Debtor proposes to hire Charles R. Chesnutt, P.C. to give legal
advice regarding its duties under the Bankruptcy Code, negotiate
with creditors, assist in the preparation of a bankruptcy plan, and
provide other legal services.

The rate charged by the firm for paralegal work is $100 per hour.
Chesnutt will charge $250 per hour for work performed by a more
experienced attorney that would not significantly benefit the
Debtor.  Meanwhile, $450 per hour is charged for work performed by
an attorney that would benefit the Debtor.

Charles Chesnutt, Esq., disclosed in a court filing that his firm
is not a creditor, does not have any ownership interest in the
Debtor, and does not have any familial relationship with any
officer or director of the Debtor.

The firm can be reached through:

     Charles R. Chesnutt, Esq.
     Charles R. Chesnutt, P.C.
     7616 LBJ Freeway, Suite 500
     Dallas, TX 75251
     Phone: 972-248-7000
     Fax: 972-559-1872
     Email: cc@chapter7-11.com

                       About TS Waxahachie

TS Waxahachie, LLC is a privately-held limited liability company
formed in May 26, 2015, and based in Waxahachie, Texas.   Its
principal business consists of a pizza restaurant.  Its management
team is lead by Joshua Evola.

The Debtor sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. N.D. Texas Case No. 17-30265) on January 20, 2017.
The petition was signed by Joshua Evola, manager.  The case is
assigned to Judge Stacey G. Jernigan.

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

No trustee, examiner or creditors' committee has been appointed.


UBK A LLC: Taps McNally & Associates as Legal Counsel
-----------------------------------------------------
UBK A LLC seeks approval from the U.S. Bankruptcy Court for the
District of New Jersey to hire legal counsel.

The Debtor proposes to hire McNally & Associates, LLC to give legal
advice regarding its duties under the Bankruptcy Code, and provide
other legal services related to its Chapter 11 case.

Stephen McNally, Esq., the attorney designated to represent the
Debtor, will be paid an hourly rate of $350.

Mr. McNally disclosed in a court filing that his firm does not
represent or hold any interest adverse to the Debtor or its
bankruptcy estate.

McNally & Associates can be reached through:

     Stephen B. McNally, Esq.
     McNally & Associates, LLC
     93 Main Street, Suite 201
     Newton, NJ 07860
     Phone: (973) 300-4260
     Fax: (973) 300-4264
     Email: steve@mcnallylawllc.com
     Email: sue@mcnallylawllc.com

                         About UBK A LLC

UBK A LLC sought protection under Chapter 11 of the Bankruptcy Code
(Bankr. D.N.J. Case No. 17-11325) on January 23, 2017.  The
petition was signed by Tae Kim, manager.  

The case is assigned to Judge Stacey L. Meisel.

At the time of the filing, the Debtor disclosed $440,143 in assets
and $1.11 million in liabilities.


UNITED CONTINENTAL: Fitch Assigns BB/RR4 Rating to Unsec. Notes
---------------------------------------------------------------
Fitch Ratings has assigned a rating of 'BB/RR4' to United
Continental Holdings, Inc.'s (UAL) unsecured note issuance. Fitch
currently rates UAL and its primary operating subsidiary, United
Airlines, Inc. at 'BB'.

UAL expects to issue $500 million in senior unsecured notes due in
February 2024. The notes will feature a guarantee from United
Airlines, Inc. and will rank equally with UAL's existing unsecured
issuance. Proceeds will be used for general unsecured purposes.

The debt issuance does not alter Fitch's prior forecast that UAL's
adjusted debt/EBITDAR will remain in the mid-3x range over the
intermediate term; a level that is supportive of the current
rating.

KEY RATING DRIVERS

Fitch upgraded UAL to 'BB' from 'BB-' in October 2016. The ratings
upgrade was supported by significant improvements in United's
credit metrics in recent years, Fitch's expectations for the
company to generate a meaningful amount of free cash flow (FCF)
over the intermediate term, continued focus on cost control, and
general improvements in the risk profile of the U.S. airline
industry. Fitch also believes that United's credit profile benefits
from the new management team's renewed focus on operational
reliability and employee relations, which should have a positive
impact on the company's perception with its customer base.

The Stable Rating Outlook reflects Fitch's view that the recent
improvements in United's credit metrics will likely pause or
modestly reverse in the near term due to unit cost pressures
created by new union contracts, the possibility of higher fuel
prices, the absence of debt reduction, and a soft unit-revenue
environment. FCF will also be limited by relatively high capital
spending primarily related to a heavy aircraft delivery schedule
over the next couple of years.

Other concerns include United's share repurchase activity, which
has directed a meaningful amount of cash to shareholders in recent
years. United intends to remain flexible with its share repurchase
program and does not anticipate repurchases to come at the expense
of a healthy balance sheet, but a change to that policy could
pressure the ratings. Weak unit revenues experienced over the past
two years are not a material concern at this point as they have
been largely offset by lower fuel costs. Longer-term revenue
weakness would be a concern particularly if unit revenues were to
remain pressured in a rising fuel environment. This risk has abated
somewhat recently as the unit revenue environment has started to
reverse the negative trends experienced over the past two years.

KEY ASSUMPTIONS
Key assumptions in Fitch's rating case include:

-- Capacity growth in the low single digits through the forecast
period;
-- Continued moderate economic growth in the U.S. over the near
term, translating into stable demand for air travel;
-- Jet fuel prices equating to roughly $55/barrel on average for
2017, increasing to approximately $65/barrel by the end of the
forecast period.

RATING SENSITIVITIES
Future actions that may individually or collectively lead Fitch to
take a positive rating action include:

-- Adjusted debt/EBITDAR sustained around 3x;
-- funds from operations (FFO) fixed charge sustained above 3.5x;
-- FCF as a percentage of revenue sustained in the mid-single
digits;
-- Continued improvements in United's operational performance;
-- Evidence of improving unit revenues.

Future actions that may individually or collectively lead Fitch to
take a negative rating action include:

-- Adjusted debt/EBITDAR sustained above 4x;
-- EBITDAR margins deteriorating into the low double-digit range;
-- Persistently negative or negligible FCF.

FULL LIST OF RATING ACTIONS

Fitch has assigned the following rating:

United Continental Holdings, Inc.

-- Senior unsecured notes due 2024 'BB/RR4'.

Fitch currently rates United as follows:

United Continental Holdings, Inc.
-- Issuer Default Rating (IDR) 'BB';
-- Senior unsecured rating 'BB/RR4'.

United Airlines, Inc.
-- IDR 'BB';
-- Secured bank credit facility 'BB+/RR1'.


UNITED MOBILE: Court Extends Cash Collateral Period to Feb. 28
--------------------------------------------------------------
Judge Barbara Ellis-Monro of the U.S. Bankruptcy Court for the
Northern District of Georgia extended United Mobile Solutions, LLC
's cash collateral period from Jan. 16, 2017 to Feb. 28, 2017.

T-Mobile USA, Inc., MetroPCS Georgia, LLC, and MetroPCS Texas, LLC
agreed to the extension of the cash collateral period.

The approved Budget provided for total expenses in the amount of
$318,595 for January, and $312,095 for February.

All other terms and conditions of the Court's previous Cash
Collateral Order will remain in full force and effect.

A full-text copy of the Order, dated January 23, 2017, is available
at http://bankrupt.com/misc/UnitedMobile2016_1662537bem_118.pdf

T-Mobile USA, Inc., MetroPCS Georgia, LLC, and MetroPCS Texas, LLC
are represented by:

          John R. Knapp, Jr., Esq.
          MILLER NASH GRAHAM & DUNN LLP
          Pier 70, 2801 Alaskan Way - Suite 300
          Seattle, WA 98121

                 About United Mobile Solutions

United Mobile Solutions, LLC, based in Norcross, Georgia, filed a
Chapter 11 petition (Bankr. N.D. Ga. Case No. 16-62537) on July 20,
2016.  The petition was signed by Kil Won Lee, president.

The Debtor is a carrier master dealer that operates and manages
approximately 20 retail cellular phone stores.  The Debtor's
corporate offices are located in Norcross, Georgia.

The Debtor estimated its assets at $0 to $50,000 and its
liabilities at $1 million to $10 million at the time of the
filing.

The Debtor is represented by Cameron M. McCord, Esq., at Jones &
Walden, LLC.  

An official committee of unsecured creditors has not been appointed
in the Chapter 11 case of United Mobile.


US FLIGHT ACADEMY: Seeks to Hire Steven Stone as Accountant
-----------------------------------------------------------
US Flight Academy International, Inc. seeks approval from the U.S.
Bankruptcy Court for the Northern District of Texas to hire an
accountant.

The Debtor proposes to hire Steven Stone, a certified public
accountant, and pay him on an hourly basis for his services.  Mr.
Stone will also receive reimbursement for work-related expenses.

In a court filing, Mr. Stone disclosed that he is a "disinterested
person" as defined in section 101(13) of the Bankruptcy Code.

Mr. Stone's address is:

     Steven Stone
     1810 E. Fm 700
     Big Spring, TX 79720
     Phone: (432) 517-4590

              About US Flight Academy International

US Flight Academy International, Inc. filed a Chapter 11 bankruptcy
petition (Bankr. N.D. Tex. Case No. 16-10295) on December 12, 2016,
disclosing under $1 million in both assets and liabilities.  The
Debtor is represented by Charles Dick Harris, Esq., at the Law
Office of Dick Harris.


USA SALES: Court Extends Plan Filing Deadline to April 28
---------------------------------------------------------
Judge Mark S. Wallace of the U.S. Bankruptcy Court for the Central
District of California extended the exclusive periods during which
USA Sales, Inc. dba Statewide Distributors may file a chapter 11
plan and solicit acceptances to the plan to April 28, 2017 and July
28, 2017, respectively.

The Troubled Company Reporter had earlier reported that the Debtor
had requested for exclusivity extension primarily and specifically
to enable the Debtor to prosecute and resolve its recent adversary
proceeding against the State Board of Equalization, who holds the
largest claim against the estate.

               About USA Sales, Inc.

USA Sales, Inc., d/b/a Statewide Distributors, Inc., filed for
Chapter 11 bankruptcy protection (Bankr. C.D. Cal. Case No.
16-14576) on May 20, 2016, estimating assets and liabilities
between $1 million and $10 million.  The petition was signed by
Claudia Ali, surviving spouse of Kabiruddin Karim Ali and 100
percent beneficiary.  Judge Mark S. Wallace presides over the case.
Daren M Schlecter, Esq., at the Law Office of Daren M. Schletcter,
APC, serves as the Debtor's bankruptcy counsel.


USA SALES: Has Approval to Use Zeenat Hirani Cash Collateral
------------------------------------------------------------
Judge Mark Wallace of the U.S. Bankruptcy Court for the Central
District of California authorized USA Sales, Inc. dba Statewide
Distributors to use Zeenat Hirani's cash collateral, pursuant to
the Stipulation between the Debtor and Zeenat Hirani.

The Troubled Company Reporter had earlier reported that the Debtor
sought authorization to use cash collateral, offering Zeenat Hirani
adequate protection in the form of equity in the collateral, in the
amount of $2,405,788, above each respective lien, as well as a lien
in the Replacement Collateral.  The Debtor told the Court that it
had executed a separate Settlement Agreement with Mr. Hirani
granting it an allowed secured claim and the making of
pre-confirmation payments, which will also be equivalent to
adequate protection payments.

The Debtor's proposed Budget covered the months of December 2016
through December 2017.  The Budget projected total operating
disbursements in the amount of $49,308,877. In addition to the
expenses set forth in its proposed Budget, the Debtor wanted to use
cash collateral to pay quarterly fees to the United States Trustee
and to pay any required fees to the court.

A full-text copy of the Order, dated January 24, 2017, is available
at https://is.gd/p8zoke

                    About USA Sales, Inc.

USA Sales, Inc., d/b/a Statewide Distributors, Inc., filed for
Chapter 11 bankruptcy protection (Bankr. C.D. Cal. Case No.
16-14576) on May 20, 2016, estimating assets and liabilities
between $1 million and $10 million.  The petition was signed by
Claudia Ali, surviving spouse of Kabiruddin Karim Ali and 100
percent beneficiary.  Judge Mark S. Wallace presides over the case.
Daren M Schlecter, Esq., at the Law Office of Daren M. Schletcter,
APC, serves as the Debtor's bankruptcy counsel.

The Debtor engaged M. Zubair Rawda as accountant.


VENUS HOSPITALITY: Western Commerce to Get $130,597 from Settlement
-------------------------------------------------------------------
Venus Hospitality, LLC, and Ragini Prajapati filed with the U.S.
Bankruptcy Court for the Eastern District of Texas a supplemental
disclosure statement with respect to the Debtor's post-confirmation
modified plan of reorganization.

The Debtor relates that upon presenting the parameters of the
negotiations of the parties, the Court ordered on Dec. 16, 2016, to
modify its confirmed plan of reorganization, solely as it pertains
to the treatment of Classes 3 and 9 and providing supplemental
disclosure to those affected classes regarding the Debtors'
proposal for the distribution of the BP net proceeds.  For this
modified plan to be approved, Class 3 and Class 9 must accept the
terms of the plan.

The purpose of the Modified Plan is to address and approve the
proposed distribution of the settlement proceeds with British
Petroleum through the Deepwater Horizon Claim Center.

Class 3 Western Commerce Bank holds a first lien against several
categories of collateral of the Debtor, including the general
intangibles of the Debtor.  Comment 15 to the Texas Business and
Commerce Code Section 9.109 points out that "once a claim arising
in tort has been settled and reduced to a contractual obligation to
pay, the right to payment becomes a payment intangible."  Moreover,
the confirmed Chapter 11 plan in this case provides that "Western
Commerce Bank will retain all liens on real and personal property
as well as all other rights granted in the loan documents attached
to the Proof of Claim of Western Commerce Bank in existence on the
date of filing of these Chapter 11 cases, any liens or other rights
granted during the pendency of this case, and any liens described
in the Section."

Although the confirmed Chapter 11 case provides that Western
Commerce is to be paid a secured amount through the plan of
$1,120,000, the settlement proceeds from this proceeding constitute
additional collateral of Western Commerce which was not known at
the time of plan confirmation.  Moreover, the actual filed secured
claim of Western Commerce is in the amount of $1,281,261.63.

Under the agreement of the parties, Western Commerce will be paid
the sum of $130,597.07 from the net amount of the settlement.  This
payment will not reduce the amount owed Western Commerce pursuant
to the terms of the confirmed Chapter 11 Plan, as the payment is
based on additional collateral disclosed after confirmation of the
approved Chapter 11 Plan.  Consequently, the
$130,597.07 payment will not affect any payments due to Western
Commerce under the confirmed Chapter 11 plan.  Moreover, this
disposition is in the best interest of Debtor and other creditors
for the reason that Western Commerce holds a lien on the entire
amount of the settlement proceeds and only one half of the proceeds
are being directly applied to the debt owed to Western Commerce.

The amount of $105,597.06 will be paid to Western Commerce for
benefit of Debtor and deposited into a separate account at Western
Commerce to partially cover expenses related to a conversion of the
Debtor's hotel to a Choice Group hotel and branded as Quality Inn
and Suites.  The Approved Chapter 11 Plan required the Debtor to
have a franchise flag by Dec. 31, 2016.  By agreement with Western
Commerce Bank, this deadline will be extended to Dec. 31, 2017.
Western Commerce will cooperate in paying all bills in connection
with completing the Property Improvement Plan (PIP) as follows:

     (1) any request for payments by Venus Hospitality, LLC, in
         connection with the PIP on this property, and agreed to
         by Western Commerce Bank, and after funding will be paid
         by a check disbursed by Western Commerce Bank from the
         controlled account to be set up and paid to any third
         party provider for PIP items that both parties agree to
         pay;

     (2) 75% of any request for payment from the funds in the
         controlled account will be distributed from the
         litigation funds until such funds have been exhausted.  
         The remaining 25% will be deposited into the account by
         the Debtor or principal of the Debtor.  No payments will
         be made until the funding by Debtor has occurred;

     (3) Venus Hospitality will receive the monthly bank
         statements and copies of each cancelled check in
         connection with the disbursements in order for the Debtor

         to monitor the PIP disbursements; and

     (4) if the funds are exhausted prior to the completion of PIP

         items or any other expenses necessary to obtain the
         Quality Inn & Suites flag, all remaining costs will be
         the full responsibility of the Debtor.  Once all PIP
         items have been completed, any remaining funds from
         the Debtor's portion of the settlement will be paid over
         to the Debtor.

For Class 9 Claims, the amount of $75,000 from the net settlement
proceeds will be distributed to the general unsecured creditors in
addition to the funds currently being distributed by the Chapter 11
Plan.

Western Commerce will distribute the funds to the unsecured
creditors.  The funds will be divided pro rata and issued within 30
days of the entry of the Order approving the Settlement.

The distribution of the Settlement Funds was negotiated between the
Debtor and the secured creditor, Western Commerce Bank (holding a
valid lien against the funds) as a way to assist the Debtor in
completing its Property Improvement Plan in order to secure a new
flag, preferably a conversion to either a Super 8 Motel or a Choice
Group Hotel, and branded as Quality Inn and Suites.  This is a
benefit to not only the Debtor, but also to the unsecured
creditors.

The Debtor believes that the distributions to the unsecured
creditors would be less if Western Commerce chose to fully exercise
its lien rights.  Should this Modified Plan not be confirmed,
Western Commerce asserts that it is fully secured, and would be
entitled to attorney fees as approved by the Court.  This could
potentially yield no funds to the unsecured creditors.  The Debtor
believes that the Modified Plan provides the Debtor's general
unsecured creditors with a distribution, having a value greater
than the amount that those holders would receive if the Class 3
creditor fully exercises its lien under the loan with the Debtor.
Class 3 and Class 9 will be entitled to vote separately to accept
or reject the Modified Plan.

The Supplemental Disclosure Statement is available at:

          http://bankrupt.com/misc/txeb12-10414-205.pdf

Headquartered in Orange, Texas, Venus Hospitality, LLC, dba Super 8
Orange, dba Motel 6, filed for Chapter 11 bankruptcy protection
(Bankr. E.D. Tex. Case No. 12-10414) on July 2, 2012, listing
$1,590,137 in assets and $3,121,179 in liabilities.  The Petition
was signed by Girirajan Mohan, member-manager.

Frank J. Maida, Esq., at Maida Law Firm serves as the Debtor's
bankruptcy counsel.

Related entity Girirajan Mohan and Ragini Prajapati (Bankr. E.D.
Tex. Case No. 12-10415) filed a separate Chapter 11 petition on
July 2, 2012.

The cases are jointly administered under Venus Hospitality.


VETTED INTERNATIONAL: Case Summary & 20 Top Unsecured Creditors
---------------------------------------------------------------
Debtor: Vetted International, Ltd.
        P.O. Box 61427
        Raleigh, NC 27661-1427

Case No.: 17-00398

Chapter 11 Petition Date: January 26, 2017

Court: United States Bankruptcy Court
       Eastern District of North Carolina
       (Raleigh Division)

Judge: Hon. Stephani W. Humrickhouse

Debtor's Counsel: William H. Kroll
                  STUBBS & PERDUE, P.A.
                  9208 Falls of Neuse Road, Suite 201
                  Raleigh, NC 27615
                  Tel: 919 870-6258
                  Fax: 919 870-6259
                  E-mail: efile@stubbsperdue.com

                     - and -

                  Trawick H Stubbs, Jr., Esq.
                  STUBBS & PERDUE, P.A.
                  P. O. Drawer 1654
                  New Bern, NC 28563
                  Tel: 252 633-2700
                  Fax: 252 633-9600
                  E-mail: efile@stubbsperdue.com

Total Assets: $468,388

Total Liabilities: $2.47 million

The petition was signed by Brian C. Sjostedt, CEO and President.

A copy of the Debtor's list of 20 largest unsecured creditors is
available for free at http://bankrupt.com/misc/nceb17-00398.html


VIRGIN ISLANDS PFA: S&P Lowers Rating on GRT Loan Notes to 'B-'
---------------------------------------------------------------
S&P Global Ratings has lowered its rating on the Virgin Islands
Public Finance Authority's (VIPFA's) gross receipts tax (GRT) loan
notes, issued for the U.S. Virgin Islands (USVI), to 'B-' from 'B'.
The outlook is negative.

"The downgrade reflects our view of the USVI's constrained market
access following the inability of the territory to sell senior- and
subordinate-lien parity bonds after after a rescheduled sale date
and an attempt to go to market in January," said S&P Global Ratings
credit analyst Oladunni Ososami, "as well as our view that credit
quality could deteriorate further due to liquidity concerns if the
USVI can't access external liquidity or make significant structural
budget changes to address its cash flow needs in the near term."
The rating also reflects S&P's view of a closer linkage between the
territory's general fiscal condition and the repayment of the
bonds, especially during times of significant fiscal distress given
continued reliance on this revenue source to finance operating
deficits.

"The negative outlook reflects our view that the continued
significant economic, financial, and budgetary challenges the
territory currently faces, absent corrective action, could lead to
increased deficit financing," added Ms. Ososami, "and, over time,
inadequate capacity or willingness to meet its financial commitment
to its obligations, especially if liquidity continues to weaken."

An outlook revision back to stable would necessitate demonstrated
improvement in the USVI's long-term fiscal performance and position
so as to diminish its reliance on matching fund loan revenues to
fund operating deficits.  It would likely require the adoption of a
long-term financial plan that credibly stabilizes the territory's
finances and provides a path to structural balance, while at a
minimum beginning to address its significant pressures, such as its
largely unfunded pension system.


VIRGIN ISLANDS WPA: Moody's Lowers Senior Bond Rating to Caa1
-------------------------------------------------------------
Moody's Investors Service has downgraded the Virgin Islands Water
and Power Authority's senior electric system revenue bond rating to
Caa1 from B1 and the electric system subordinated revenue bond
rating to Caa2 from B2. The rating outlook is negative. As of
January 2017, the authority had approximately $118.8 million in
rated senior electric system revenue bonds outstanding and
approximately $96.8 million in rated subordinated electric system
revenue bonds. The rating action is prompted by growing pressure on
VI WAPA's financial prospects in light of the authority's direct
exposure to increasing economic and financial stresses in the U.S.
Virgin Islands and an inability to disconnect itself from local
economic conditions, including the continued slow payment pattern
and weak financial profile of governmental customers and a very
high adjusted net pension liability (around $220 million). The
rating action also considers VI WAPA's weak liquidity profile with
currently around 5-7 days cash on hand. VI WAPA's limited financial
resources constrain the authority's capacity to mitigate working
capital swings as a result of slow payments of government
receivables, absorb other unexpected calls on its liquidity profile
and finance future capital expenditures to maintain the reliability
of its electric system. The authority's $20 million working capital
credit lines with FirstBank Puerto Rico (long-term bank deposit
rating B1 negative) and Banco Popular de Puerto Rico (long-term
deposit rating Ba2 negative) are fully drawn and mature on June 25,
2017. A positive for bondholders is the recent interim base rate
increase that will be effective February 1, 2017 and that could
provide the authority with around $14.5 million in additional
annual revenue. VI WAPA currently expects that the Public Services
Commission (PSC) will decide by end of June 2017 whether the
interim base rate becomes a permanent base rate increase.This
additional revenue should provide VI WAPA with sufficient liquidity
resources to address short-term liquidity needs including any
beginning amortization of the up to $160 million LPG projects
costs, once the project reaches substantial completion later this
year, as well as continued amortization of the $20 million
obligation to its former fuel supplier Trafigura. In addition,
bondholders benefit from a fully funded debt service fund and a
fully funded debt service reserve fund which cover debt service by
around 1.6 times. VI WAPA's rating recognizes the challenges of
operating within an island economy with relatively sluggish growth,
high unemployment and a narrow local economy that is dependent on
discretionary tourism, and the ongoing struggle of the authority to
cover its cost base and operate its facilities efficiently given
significant excess capacity, the age of its equipment and high
retail rates. Moody's acknowledge the regulatory support the
utility has received as it has progressed toward the near
completion of a project to convert its base-load generation
resources from oil-fueled to tri-fueled (initially propane),
thereby lowering the cost of electricity for Virgin Islands
ratepayers while reducing its deferred fuel balances. Moody's view
the completion of this project as an important milestone towards
strengthening VI WAPA's long-term credit quality.

Rating Outlook

The negative outlook reflects the weak liquidity profile of the
authority partially caused by high outstanding receivables from
governmental customers and VI WAPA's inability to disconnect itself
from the financial and economic stress in the U.S. Virgin Islands.

Factors that Could Lead to an Upgrade

Improvement in the authority's liquidity profile

Improvements in the credit quality of the Government of the US
Virgin Islands

Rate increases supporting improved cost recovery and translating
into improvement of financial metrics with Moody's total fixed
charge coverage ratio improving to 1.0x

Factors that Could Lead to a Downgrade

Continued deterioration of VI WAPA's liquidity profile and
financial metrics, threatening the long-term sustainability of the
authority and making a restructuring of its debt more likely.

Legal Security

VI WAPA's senior lien electric system revenue bonds are secured by
a pledge of net electric revenues and certain other funds as
defined in the bond resolution (water revenues are not pledged).
The electric system revenue bonds have a rate covenant of 1.25x and
a debt service fund requirement equal to the lesser of (i) 10% of
aggregate bond proceeds, (ii) maximum aggregate annual debt service
or (iii) 125% average aggregate annual debt service.

Use of Proceeds. Not applicable.

Obligor Profile

The Virgin Islands Water and Power Authority (VI WAPA) is an
independent governmental agency of the U.S Virgin Islands and was
created in 1964. Its electric system is a monopoly provider of
electric service to nearly 55,000 customers on St. Thomas, St.
Croix, St. John, Water Island and Hassel Island. Its water system,
although not a virtual monopoly provider, provides water service to
more than 12,000 customers. Unlike the majority of publicly owned
entities, the rates of both the electric and water systems are
regulated by the Public Services Commission (PSC) of the U.S.
Virgin Islands. The water and the electric system are independently
financed with separate liens on net revenues securing the
outstanding debt of each system. Moody's only rate debt of the
electric system and the authority provides separate accounting for
each system.

Methodology

The principal methodology used in this rating was US Public Power
Electric Utilities With Generation Ownership Exposure published in
March 2016.


WD WOLVERINE: Moody's Lowers Corporate Family Rating to Caa1
------------------------------------------------------------
Moody's Investors Service downgraded WD Wolverine Holdings, LLC's
Corporate Family Rating to Caa1 from B3 and its Probability of
Default Rating to Caa1-PD from B3-PD. WD Wolverine Holdings, LLC is
the borrowing entity for WellDyneRx, a privately held pharmacy
benefit manager (PBM). The company's first lien bank credit
facilities were downgraded to B3 (LGD 3) from B2 (LGD 3) and its
second lien term loan was downgraded to Caa3 (LGD 5) from Caa2 (LGD
5). The rating outlook is stable. Proceeds from this offering are
intended to partially finance Carlyle Group's pending acquisition
of WellDyneRx from WellDyne Holding Corporation. Moody's assigned
initial ratings to this transaction in September 2016.

The rating downgrades reflect Moody's concerns that WellDyneRx's
profitability is not as strong as originally anticipated when the
initial ratings were assigned. As a result, Moody's believes that
there is greater uncertainty associated with the company's ability
to achieve its original forecasts.

Ratings downgraded:

WD Wolverine Holdings, LLC

Corporate Family Rating to Caa1 from B3

Probability of Default Rating at Caa1-PD from B3-PD

First Lien Revolver to B3 (LGD 3) from B2 (LGD 3)

First Lien Term Loan to B3 (LGD 3) from B2 (LGD 3)

Second Lien Term Loan to Caa3 (LGD 5) from Caa2 (LGD 5)

The outlook remains stable.

RATINGS RATIONALE

WellDyneRx's (rated entity's Caa1 CFR) reflects the company's very
high leverage, its short history of marketing itself as a
full-service pharmacy benefit manager (PBM), and its small size
relative other PBM players. The market is dominated by three PBMs:
Express Scripts, CVS Health and OptumRx (part of health insurer
UnitedHealth Group). In the past, WellDyneRx was a niche player,
targeting small customers interested in its specialty and mail
order services. Since 2014, it has more than doubled the number of
members it covers by focusing on the full service PBM market. It
will face more competition, however, as it expands to mid-size
customers, who are also a target of the larger PBMs. Further,
margins will come down as the company seeks to attract larger
clients beyond its small customers that contracted for its legacy
businesses. Going forward, profitability will depend on earnings
associated with new clients. Free cash flow will benefit from lower
cash taxes, as well as working capital improvements associated with
new vendor contracts.

The stable rating outlook reflects Moody's belief that WellDyneRx
will remain very small and highly leveraged. The company will also
continue to face very high business risk as it seeks to grow its
business. The ratings could be upgraded if the company can
demonstrate a longer track record as a full-service PBM by gaining
new clients, and improving profits and free cash flow. Moody's
would also need to see debt/EBITDA sustained below 5.5 times before
considering an upgrade. The ratings could be downgraded if the
company's operating performance or liquidity weakens, or if it is
unable to reduce leverage.

WellDyneRx's liquidity over the upcoming year will be sufficient,
aided by positive free cash flow. Although there will be a
springing net leverage covenant under its revolver, neither its
first lien nor second lien term loans will be subject to financial
covenants.

The principal methodology used in these ratings was that for the
Distribution and Supply Chain Services Industry published in
December 2015.

WellDyneRx, is a privately owned independent PBM, headquartered in
Lakeland, Florida. The company operates three main business
segments -- a commercial/consumer PBM, a mail order and specialty
pharmacy, as well as a discount card business.


WET SEAL: Shutters 171 Remaining Stores
---------------------------------------
Teen clothing retailer Wet Seal is reportedly closing all 171 of
its remaining stores, two years since the brand previously sought
bankruptcy protection and closed more than half of its stores.

In a letter dated Jan. 20 that was obtained by The Wall Street
Journal, Wet Seal notified 148 employees working in the company's
Irvine, California headquarters that the office was permanently
shutting down and closing all remaining stores.

Wet Seal peaked at 532 outlets, including 478 Wet Seal stores and
54 Arden B stores, in 2014.

In January 2015, Wet Seal closed 338 stores and let go of 3,695 of
7,413 employees and then sought bankruptcy protection.

Versa Capital then acquired the brand and inventory at a bankruptcy
auction in April 2015.

Versa couldn't raise the necessary funding or find a buyer to keep
the stores open and avoid a second bankruptcy, according to The
Journal.

"Unfortunately, the company was unable to obtain the necessary
capital or identify a strategic partner, and was recently informed
that it will receive no further financing for its operations," Vice
President and General Counsel Michelle Stocker wrote to
headquarters employees.

                          About Wet Seal

The Wet Seal, Inc., et al., are retailers selling fashion apparel
and accessory items designed for female customers aged 13 to 24
years old.

Wet Seal closed 338 of its then-511 stores then filed for
bankruptcy protection (Bankr. D. Del. Case Nos. 15-10081 to
15-10084) on Jan. 15, 2015.  The Wet Seal, Inc., disclosed
$215,254,952 in assets and $60,598,968 in liabilities as of the
Chapter 11 filing.

The Hon. Christopher S. Sontchi presided over the jointly
administered cases.  Maris J. Kandestin, Esq., and Michael R.
Nestor, Esq., at Young Conaway Stargatt & Taylor, LLP; Lee R.
Bogdanoff, Esq., Michael L. Tuchin, Esq., David M. Guess, Esq.,
and Jonathan M. Weiss, Esq., at Klee, Tuchin, Bogdanoff & Stern
LLP; and Paul Hastings LLP, serve as the Debtors' Chapter 11
counsel.  FTI Consulting serves as the Debtors' restructuring
advisor.  The Debtors' investment banker is Houlihan Lokey.  The
Debtors tapped Donlin, Recano & Co., Inc. as claims and noticing
agent.

The Official Committee of Unsecured Creditors retained Pachulski
Stang Ziehl & Jones LLP as its counsel and Province Inc. as its
financial advisor.

In April 2015, Versa Capital Management bought the assets of the
Debtors out of bankruptcy for $7.5 million in cash.  Versa Capital
Managementwas advised by Greenberg Traurig LLP, Klehr Harrison
Harvey Branzburg LLP, and KPMG LLP.  

The Debtor on April 17, 2015, changed its name to "Seal123, Inc."
following the closing of the assets sale to Versa.  The Debtor won
confirmation of a plan of liquidation in November 2015.


WHITESBURG REALTY: Court Allows Continued Use of Cash Collateral
----------------------------------------------------------------
Judge Gregory R. Schaaf of the U.S. Bankruptcy Court for the
Eastern District of Kentucky authorized Whitesburg Realty, LLC to
use cash collateral through the later of January 19, 2017 or the
date confirming the Debtor's plan.

Judge Schaaf approved the Debtor's budget that was submitted
together with its the Motion. Judge Schaaf held that there will be
no distributions, payments, advances, or any other transfer from
the Debtor to Jeffrey Ruttenberg, any relative of Jeffrey
Ruttenberg, or any entity in which Jeffrey Ruttenberg has an
ownership interest during the Debtor's bankruptcy unless expressly
authorized by an Order of the Court.

The Cash Collateral Creditor was granted Replacement Liens, in
postpetition rents generated by the Debtor's postpetition rental
operations, subject only to any valid and enforceable, perfected,
and non-avoidable liens of other secured creditors. As further
adequate protection, the Debtor was directed to pay the Cash
Collateral Creditor monthly adequate protection payments in the
amount of $15,000 on or before the last day of the month.

The Debtor was directed to continue to account for all cash use,
and the proposed cash use as set forth in the Budget is being
incurred primarily to preserve property of the Estate.

A full-text copy of the Order, dated January 24, 2017, is available
at https://is.gd/ejxkKj

             About Whitesburg Realty, LLC.

Whitesburg Realty, LLC, a Kentucky limited liability company, was
established on Feb. 10, 2004.  The sole member of Whitesburg Realty
is Jeffrey C. Ruttenberg.  Whitesburg Realty is a landlord to the
various shops and businesses operated at the Whitesburg Plaza.
Whitesburg Realty has several tenants, most notably, Walmart, and
several smaller businesses including a nail salon, fashion retail
store and pizza restaurant.  Whitesburg Realty began to experience
cash flow problems after it lost a grocery store tenant.

Facing cash flow problems after losing a grocery store tenant,
Whitesburg Realty filed a chapter 11 petition (Bankr. E.D. Ky. Case
No. 16-50721) on April 13, 2016.  The petition was signed by
Jeffrey C. Ruttenberg, member.   The Debtor is represented by Jamie
L. Harris, Esq., at Delcotto Law Group PLLC.  The Debtor estimated
assets and debt of $1 million to $10 million.

The Debtor listed Wyatt, Tarrant & Combs, LLP, as its largest
unsecured creditor holding a claim of $10,000.  No trustee or
examiner has been appointed in the Chapter 11 case, and no
creditors' committee or other official committee has been
appointed.

                    *     *     *

The Debtor filed its Chapter 11 Plan of Reorganization and
corresponding Disclosure Statement on July 12, 2016, an Amended
Plan and Amended Disclosure Statement on Sept. 8, 2016, and a
Second Amended Disclosure Statement on Sept. 28, 2016.  Plan
confirmation hearing is scheduled for Nov. 10, 2016.


WK CAPITAL: AirMD Buying Wichita Property for $1.4 Million
----------------------------------------------------------
WK Capital Enterprises, Inc. ("WK"), Capital Pizza Huts,
Inc.("CPH"), Capital Pizza Huts of Vermont, Inc. ("CPHV") and
Capital Pizza of New Hampshire, Inc. ("CPNH"), ask the U.S.
Bankruptcy Court for the District of Kansas to authorize the sale
of real property described as Lot 24, Except the South 140 feet of
the East 160 feet thereof, Comotara Industrial Park Fifth Addition
to Wichita, Sedgwick County, Kansas, to AirMD, LLC for $1,365,000.


A hearing on the Motion is set for Feb. 9, 2017 at 10:30 a.m.
Objection deadline is Feb 7, 2017 at 5:00 p.m.

The Debtors WK, CPH, CPHV and CPNH are related entities: WK, the
100% owner of three operating CPH, CPHV and CPNH ("Operating
Entities").  CPHV and CPNH operate all of the Pizza Huts located in
their respective states.  CPH operates selective Pizza Huts
restaurant locations in Tennessee, Virginia, Maine and North
Carolina.  CPHV also owns a closed Pizza Hut building and related
real estate in Gorham, New Hampshire.  It has been deidentified as
a Pizza Hut restaurant to comply with franchisor requirements.

Although the Debtors operate 56 Pizza Hut restaurants in 6 states,
the central business office location for the operation of the 56
restaurants is at 3445 North Webb Road, Wichita, Kansas.  The
President of the Debtors, Kenneth J. Wagnon, maintains his office
and conducts business in Wichita, Kansas.  

Virtually all of the business records of the Debtors are located in
Wichita, Kansas.  The Operating Entities' contracts for
administrative services, which are performed in Wichita, Kansas,
are with WK.

The Debtors also have contracts with Infosync Services, LLC located
in Wichita, Kansas for the performance of accounting, benefits
administration, payroll, payables and cash management.  Infosync is
compensated approximately $32,000 a month for all services.
Significant business activity, thus, takes place in Kansas.

The Operating Entities collectively operate 56 Pizza Hut stores.
Three of the 56 operating stores are held in fee title by their
respective entities.  The remainder of the stores are leased from
various lessors, plus the closed Gorham, New Hampshire location.

The Operating Entities are delinquent in the payment of January
2017, rent, but have paid all rent due prior to Jan. 1, 2017, with
one exception.

The Debtors have approximately 1,400 employees (56 stores x 25
employees).

CPH recently completed a sale pre-petition of 16 restaurants
located in the state of New Jersey.

The bankruptcy was caused, in part, by declining gross sales and
increasing food costs.  The Operating Entities attempted to sell
their stores prior to the filing of the bankruptcy to a third party
purchaser.  That sale fell through when the buyer withdrew from the
sale, necessitating the filing of the bankruptcy.  After the sale
fell through, the Debtors' principal secured lender, INTRUST Bank,
N.A. began returning checks from the Debtors' bank accounts due to
the accounts being overdrawn.

The bank accounts of the Operating Entities have been maintained in
a concentration account titled in the name of the parent company,
WK.  There are various sub-accounts held by WK for payroll and
other operating expenses, as well as a reserve account maintained
pursuant to the terms of a pre-petition cash management account.

In addition, each Pizza Hut restaurant (except to the extent that
more than one restaurant deposits in a single local account)
maintains a "field account" at its location.

The Debtors and the Buyer entered into a pre-petition contract for
the purchase of the real property for $1,365,000.  The real estate
purchase contract has been filed of record with the Clerk of the
Court.  The real property will be sold free and clear of all liens
and encumbrances of record, including, but not limited to the
mortgages of record filed by Community Bank of Wichita, Inc.  The
sale will be subject to the payment of title insurance expenses,
closing costs, typical recording fees, realtor fees to JP Weigand &
Sons, Inc. and prorated taxes.

The real property taxes for the year 2016 and prior years have been
shown as paid.

The real property will be sold subject to these exceptions:

          a. The following matters shown on or disclosed by the
recorded plat referred to in the legal description: Building
setback lines, easements, rights of way and access controls.
Vacation Orders filed on Film 1687, Page 225 and File 2347, Page 18
vacating a portion of the building setback and railroad easement
respectively and Vacation Order filed as DOC#/FLM-PG: 29326674
vacating a portion of the platted access control;

          b. Building setback line over the east 15 feet of subject
property as established by instruments filed in Book Misc. 362,
Page 421 and in Book Misc. 363, Page 17;

          c. Affidavit by a Kansas Gas and Electric Company
employee claiming a right-of-way over a portion of subject property
recorded in/on Film 560, Page 575;

          d. The terms and provisions contained in the document
entitled "Drive Approach Certificate" filed as DOC#/FLM-PG:
29332902;

          e. Subject property may become subject to special
assessments for various capital improvements as evidenced by
numerous governmental filings of notice in the form of resolution
filed on Film 341, Page 473; Film 341, Page 1264; Film 344, Page
62; Film 344, Page 72; Film 428, Page 1269; Film 580, Page 1147 and
Film 631, Page 927; and

          f. Rights of parties in possession under unrecorded
leases.

Time is of the essence.  The closing of the sale is to occur on
Feb. 15, 2017.

The Debtor submits that the sale of real property is in the best
interest of the bankruptcy estate and should be approved.
Accordingly, the Debtor prays for appropriate relief.

                  About WK Capital Enterprises

WK Capital Enterprises, Inc., the 100% owner of three operating
Pizza Hut entities, Capital Pizza Huts, Inc. ("CPH"), Capital Pizza
Huts of Vermont, Inc. ("CPHV") and Capital Pizza of New Hampshire,
Inc. ("CPNH") ("Operating Entities").

CPHV and CPNH operate all of the Pizza Huts located in their
respective states.  CPH operates selective Pizza Huts restaurant
locations in Tennessee, Virginia, Maine and North Carolina.  CPHV
also owns a closed Pizza Hut building and related real estate in
Gorham, New Hampshire.  It has been deidentified as a Pizza Hut
restaurant to comply with franchisor requirements.

Although the companies operate 56 Pizza Hut restaurants in 6
states, the central business office location for the operation of
the 56 restaurants is at 3445 North Webb Road, Wichita, Kansas.
The President of the Debtors, Kenneth J. Wagnon, maintains his
office and conducts business in Wichita, Kansas.  They have
approximately 1,400 employees (56 stores x 25 employees).

Virtually all of the business records of the Debtors are located in
Wichita, Kansas.  The Operating Entities' contracts for
administrative services, which are performed in Wichita, Kansas,
are with WK.  The companies also have contracts with Infosync
Services, LLC located in Wichita, Kansas for the performance of
accounting, benefits administration, payroll, payables and cash
management.  Infosync is compensated approximately $32,000 a month
for all services.  Significant business activity, thus, takes place
in Kansas.

The Operating Entities collectively operate 56 Pizza Hut stores.
Three of the 56 operating stores are held in fee title by their
respective entities.  The remainder of the stores are leased from
various lessors, plus the closed Gorham, New Hampshire location.

WK Capital Enterprises, Inc., doing business as Capital
Enterprises, Inc. and The Capital Companies, sought Chapter 11
protection (Bankr. D. Kan. Case No. 17-10073) on Jan 23, 2017.
Judge Robert E. Nugent is assigned to the case.

The Debtor estimated assets at $1.82 million and liabilities at
$19.52 million.

The Debtor tapped Edward J. Nazar, Esq., at Hinkle Law Firm,
L.L.C., and Dan W. Forker, Jr., Esq., at Forker, Suter, Robinson &
Bell, LLC as counsel.

The petition was signed by Kenneth Jay Wagnon, president.


WK CAPITAL: Operator of 56 Pizza Hut Restaurants File for Ch. 11
----------------------------------------------------------------
WK Capital Enterprises, Inc., and its operating entities, operators
of 56 Pizza Hut restaurants in six states, have sought Chapter 11
bankruptcy protection after a proposed sale of the business fell
through.

The Debtors are four related entities: WK Capital Enterprises
("WK"), the 100% owner of three operating Pizza Hut entities,
Capital Pizza Huts, Inc. ("CPH"), Capital Pizza Huts of Vermont,
Inc. ("CPHV") and Capital Pizza of New Hampshire, Inc. ("CPNH")
(collectively, CPH, CPHV and CPNH are the "Operating Entities").

CPHV and CPNH operate all of the Pizza Huts located in their
respective states. CPH operates selective Pizza Huts restaurant
locations in Tennessee, Virginia, Maine and North Carolina.  CPHV
also owns a closed Pizza Hut building and related real estate in
Gorham, New Hampshire. It has been de-identified as a Pizza Hut
restaurant to comply with franchisor requirements.

The central business office location for the operation of the 56
restaurants is at 3445 North Webb Road, Wichita, Kansas 67226.  The
President of the Debtors, Kenneth J. Wagnon, maintains his office
and conducts business in Wichita, Kansas.

                      Delinquent on Rent

Three of the 56 operating stores are held in fee title by their
respective entities. The remainder of the stores are leased from
various lessors, plus the closed Gorham, New Hampshire location.
The Operating Entities are delinquent in the payment of January,
2017, rent, but have paid all rent due prior to Jan. 1, 2017, with
one exception.

The Debtors have approximately 1,400 employees (56 stores x 25
employees).

CPH recently completed a sale prepetition of 16 restaurants located
in the state of New Jersey.

Edward J. Nazar, Esq., at the Hinkle Law Firm LLC, explains that
this bankruptcy was caused, in part, by declining gross sales and
increasing food costs. The Operating Entities attempted to sell
their stores prior to the filing of the bankruptcy to a third
party purchaser.  That sale fell through when the buyer withdrew
from the sale, necessitating the filing of the bankruptcy,
according to Mr. Nazar.

After the sale fell through, the Debtors' principal secured lender,
INTRUST Bank, N.A., began returning checks from the Debtors' bank
accounts due to the accounts being overdrawn.

                         First Day Motions

The Debtors have asked the Court for expedited consideration of
their first-day motions.

Mr. Nazar explained that the funds of the Operating Entities have
been maintained in a concentration account at INTRUST Bank titled
in the name of the parent company, WK.  There are various
subaccounts at INTRUST Bank held by WK for payroll and other
operating expenses, as well as a reserve account maintained
pursuant to the terms of a prepetition cash management
agreement.

In addition, each Pizza Hut restaurant (except to the extent that
more than one restaurant deposits in a single local account)
maintains a "field account" at its location, from which
funds are transferred via ACH to the WK consolidation account at
INTRUST Bank.

According to Mr. Nazar, there is an immediate and irreparable need
for the use of the funds generated by the business to pay the
wages, salaries and utility expenses and to deal with certain
issues involving maintenance of bank accounts.  WK, he asserts,
must use the proceeds generated during the operation of the
businesses in order to meet the ordinary necessary operating
expenses and wages, so that it may continue to operate its business
in a normal fashion.

On the Petition Date, the Debtors filed motions to:

   A. Prohibit utility companies from discontinuing, altering or
refusing service;

   B. Pay certain prepetition (i) wages, salaries, and other
compensation, (ii) employee medical and similar benefits, (iii)
reimbursable employee expenses, and (iv) workers' compensation
benefits;

   C. Pay prepetition claims under the Perishable Agricultural
Commodities Act and The Packer and Stockyard Act;

   D. Continue (a) cash management systems, and (ii) maintain
existing bank accounts and business forms, (iii) transfer
concentration account maintained by the Debtors' parent to a
jointly administered account of the Debtors;

   E. Pay prepetition sales and use tax obligations;

   F. Obtain postpetition financing; and use cash collateral;

   G. Pay claims of certain critical trade vendors; and

   H. Approve a critical vendor agreement; and (2) to pay
prepetition claims of critical vendors.

                     About the Debtors

WK Capital Enterprises, Inc., and its subsidiaries Capital Pizza
Huts, Inc., Capital Pizza Huts of Vermont, Inc., Capital Pizza of
New Hampshire, Inc., operators of 56 Pizza Hut restaurants, sought
Chapter 11 protection (Bankr. D. Kan. Case Nos.  17-10073 to
17-10076) on Jan. 23, 2017

The petitions were signed by Kenneth Jay Wagnon, president.

No trustee has been appointed and the Debtors remain in
possession.

WK Capital disclosed $1.82 million in total assets and $19.52
million in liabilities.

The 11 U.S.C. Sec. 341 meeting of creditors is initially set for
Feb. 17, 2017.

The Debtors tapped Forker Suter LLC and Hinkle Law Firm LLC as
co-counsel.

Attorney for INTRUST Bank, N.A.:

         William B. Sorensen, Jr.
         MORRIS, LAING, EVANS, BROCK & KENNEDY, CHTD.
         Old Town Square
         300 North Mead, Suite 200
         Wichita, KS 67202-2722
         E-mail: wsorensen@morrislaing.com



WK CAPITAL: Wants $400K DIP Financing From INTRUST Bank
-------------------------------------------------------
WK Capital Enterprises, Inc., and its affiliated debtors ask the
U.S. Bankruptcy Court for the District of Kansas for authorization
to obtain postpetition financing from INTRUST Bank, N.A.

The Debtors are indebted to INTRUST Bank, as lender and agent, in
the aggregate amount of $20,000,000.

The material terms, among others, of the DIP Loan are:

    (a) Amount: Not to exceed $400,000.

    (b) Purpose: To fund working capital, expenses of the above
captioned Bankruptcy cases and other payments.

    (c) Advances:  As requested by the Borrower, subject to the
Borrower's consolidated budget as filed in the Bankruptcy Cases.

    (d) Maturity: On the earlier of:

          (i) the date that all or substantially all of the
Borrower's assets are sold; or

         (ii) March 31, 2017.

    (e) Interest: Fixed interest rate of 7% per annum.

    (f) Payments: The Lender will be entitled to sweep a payment
from the Borrower's existing deposit accounts at any time when the
funds in the deposit accounts exceeds the amount necessary to pay
items presenting.  All amounts outstanding under the DIP Facility
will be due and payable upon an Event of Default or Maturity.

    (g) Collateral: Valid and enforceable lien, mortgage and/or
security interest in all of the Borrower's presently owned or
after-acquired property and assets, and the proceeds and products
thereof.

The Debtors' proposed Budget provides for, among other things,
total administration expenses in the amount of $52,000 for the
period Jan. 25, 2017 through Feb. 23, 2017, $7,000 for the period
Feb. 22, 2017 through March 21, 2017, and $189,000 for the period
March 22, 2017 through April 18, 2017.

The Debtors propose to pay, in addition to the fees, costs, charges
and expenses authorized under the Loan Documents, allowed
postpetition obligations of the Debtors to Intrust afforded
Post-Petition Claim status secured by the postpetition lien, all of
INTRUST Bank's reasonable attorneys' and other professionals' fees
and reimbursable expenses arising from or related to:

   (a) the Court's Order, including without limitation, the
negotiating, closing, documenting and obtaining the Court's
approval thereof;

   (b) all proceedings in connection with any Disposition;

   (c) all proceedings in connection with the interpretation,
amendment, modification, enforcement, enforceability, validity or
implementation of the DIP Financing Documents;

   (d) defending any Challenge and/or respoding to any Bankruptcy
Rule 2004 discovery or other investigation brought with respect to
any prospective Challenge;

   (e) all other matters and proceedings arising in or related to
the Debtors' bankruptcy case; and

   (f) all reasonable expenses, costs and charges in any way or
respect arising in connection with the foregoing.

The Debtors propose to continue keeping the collateral fully
insured as set forth in the Loan Documents.  The Debtors further
propose to provide INTRUST Bank with such written reports as are
required under the Loan Documents as required by the guidelines or
the directive of the United States Trustee's Office.

The Debtors say that they will grant INTRUST with the Adequate
Protection Claim.  They further say that INTRUST will be allowed
administrative expenses of the Debtors' estates jointly and
severally, which will have priority in payment over any Adequate
Protection Liens.  The Debtors add that INTRUST Bank will have
valid and automatically perfected replacement security interests
and liens in and upon all of the property and assets that are
included within the definition of their prepetition collateral.

The Debtors contend that as adequate protection to any other
secured creditor of the estates that may exist for any diminution
in value that may result from the Debtors' use of their respective
cash collateral if any, such secured creditor will be granted a
replacement security interest and lien in the applicable Debtor's
postpetition assets that are subject to their existing, prepetition
liens and security interests with the same description, scope,
validity, and priority as such prepetition liens and security
interest held by such secured creditor on the Petition Date.

The Carve-Out consists of:

   (1) the statutory fees of the United States Trustee, any unpaid
fees due and owing to the Clerk of the Court, and interest due
thereon;

   (2) the allowed fees and expenses of the professionals retained
by the Debtors, not to exceed $130,000 for Hinkle Law Firm LLC and
Forker Suter, LLC as counsel and co-counsel;

   (3) the allowed fees and expenses of the professionals retained
by the Official Committee of Unsecured Creditors, and the
reasonable expenses of members of the Committee, not to exceed
$25,000;

   (4) the fees and expenses of the Debtors' Professionals and the
Official Committee's Professionals, incurred prior to the earlier
to occur of the giving of a Default Notice or the occurrence of the
Expiration Date.

The Debtors tell the Court that if they are not able to borrow
funds post petition on an expedited basis, they will suffer
immediate and irreparable harm as they cannot sustain their
business as a going concern.

A full-text copy of the Debtors' Motion, dated Jan. 23, 2017, is
available at
http://bankrupt.com/misc/CapitalPizza2017_1710076_21.pdf

INTRUST Bank, N.A., is represented by:

          William B. Sorensen, Jr.
          MORRIS LAING EVANS BROCK & KENNEDY, CHTD.
          300 North Mead, Suite 200
          Wichita, KS 67202
          Telephone: (316) 262-5991
          E-mail: wsorensen@morrislaing.com

               About WK Capital Enterprises

WK Capital Enterprises, Inc., and its subsidiaries Capital Pizza
Huts, Inc., Capital Pizza Huts of Vermont, Inc., Capital Pizza of
New Hampshire, Inc., are operators of 56 Pizza Hut restaurants in
six states.  The central business office location for the operation
of the 56 restaurants is at 3445 North Webb Road, Wichita Kansas.

WK Capital Enterprises, and its 3 units sought Chapter 11
protection (Bankr. D. Kan. Case Nos.  17-10073 to 17-10076) on Jan.
23, 2017.

The petitions were signed by Kenneth Jay Wagnon, president.

No trustee has been appointed and the Debtors remain in
possession.

WK Capital disclosed $1.82 million in total assets and $19.52
million in liabilities.

The 11 U.S.C. Sec. 341 meeting of creditors is initially set for
Feb. 17, 2017.

The Debtors tapped Forker Suter LLC and Hinkle Law Firm LLC as
co-counsel.


WOMEN'S WELLNESS: Montecito Medical to Recoup 32% Under Plan
------------------------------------------------------------
The Women's Wellness Center of South Florida filed with the U.S.
Bankruptcy Court for the Southern District of Florida a first
amended disclosure statement dated Jan. 25, 2017, referring to the
Debtor's plan of reorganization.

Class 4 Unsecured Claim of Montecito Medical -- NW Medical Arts,
LLC -- totaling $45,565.04 -- are impaired under the Plan.
Montecito Medical will receive payment of 12 monthly installments
of $1,237 in full satisfaction of claim.  Montecito Medical is
expected to recover 32%.

Payments and distributions under the Plan will be funded by income
from operating the Debtor's business.  In addition, the Debtor's
principal will make additional contributions to the Debtor to fund
the Plan payments, and take a reduction in her salary.

The First Amended Disclosure Statement is available at:

           http://bankrupt.com/misc/flsb16-12189-124.pdf

As reported by the Troubled Company Reporter on Nov. 24, 2016, the
Debtor filed with the Court a disclosure statement dated Nov. 14,
2016, referring to the Debtor's plan of reorganization, which
proposed that there will be no distributions for impaired Class 5
General Unsecured Claims under the Plan because the values of
claims are unknown and no proofs of claims have been filed prior to
claims bar date.

                 About Women's Wellness Center

The Women's Wellness Center of South Florida LLC is a single member
limited liability company whose sole member is Dr. Tara Solomon.
In 2014, Dr. Solomon was compensated $156,000 and in 2015, Dr.
Solomon was compensated $105,500.  As of June 30, 2016, Dr. Solomon
received $71,360.64 in compensation.

The Debtor filed a Chapter 11 petition (Bankr. S.D. Fla. Case No.
16-12189), on Feb. 17, 2016.  The Debtor's counsel is Gian C.
Ratnapala, Esq., of GCR Business Law, PLLC, in Fort Lauderdale,
Florida.


XTERA COMMUNICATIONS: Auction Canceled, Sale Hearing Today
----------------------------------------------------------
Xtera Communications Inc. will proceed with the hearing on Jan. 30,
2017, to seek approval of the sale of substantially all of the
Debtors' assets to the stalking horse bidder, HIG Neptune Ltd., a
unit of HIG European Capital Partners LLP.

Xtera on Jan. 24, 2017, advised the Court that it has cancelled the
auction as the Debtors did not receive any Qualified Bids -- other
than the bid submitted by the Stalking Horse Bidder pursuant to the
Stalking Horse Agreement -- prior to Jan. 23 bid deadline.  The
Auction was scheduled for Jan. 25.

The Sale Hearing is scheduled to be held on Jan. 30 at 11:00 a.m.
(prevailing Eastern Time) before the Honorable Kevin J. Carey, U.S.
Bankruptcy Court for the District of Delaware, 824 North Market
Street, Wilmington, DE 19801, 5th Floor.

HIG put in a $10 million mostly credit bid offer, according to a
report by Matt Chiappardi, writing for Bankruptcy Law360.

The Official Committee of Unsecured Creditors on Jan. 19, 2017,
filed a Supplemental Objection to the Sale, saying issues regarding
credit bidding and the distribution of Sale proceeds that were
initially raised in the Bid Procedures Objection remain unresolved.
That said, as of the date of the filing of the Supplemental Sale
Objection, the Committee is engaged with counsel for the Debtors,
as well as Counsel for the DIP Lender and Stalking Horse Bidder, to
address the credit bidding and other issues raised in this
Supplemental Sale Objection with the hope of resolution in advance
of the Auction and Sale Hearing.

The Committee said its concerns with respect to the lenders'
ability to credit bid and the lenders' request for distribution of
sale proceeds at closing has gained more significance since the
Committee first raised its concerns with the lenders and the Court.
During the course of its investigation, which has been hampered by
the Debtors' inability to timely file their Schedules of Assets and
Statements of Financial affairs without seeking an extension,the
Committee has identified multiple infirmities with respect to the
lenders' asserted liens and security interests. In addition, the
Committee has identified infirmities with the so called "bridge
loans" from insiders made shortly prior to the Petition Date.
These include flaws in perfection and that the "bridge loans" were,
in fact, equity contributions by present management and owners as
set forth in an adversary complaint filed by the Committee against
the pre-bankruptcy lenders.  These shortcomings as to the bridge
loans and because the Debtors' assets have not been valued (to the
Committee's knowledge) on an asset-by-asset basis, none of the
pre-petition lenders can credit bid on account of their asserted
liens. Moreover, none of the sale proceeds -- other than those
needed to repay and satisfy the DIP obligations -- can be
distributed at closing absent further order of the Court and/or
agreement of the Committee.

In sum, until the Committee's challenge to the prepetition lenders'
asserted liens and purported loans are resolved by final order of
the Court or agreement of the Committee, (1) credit bidding shall
be prohibited, and only, depending on the outcome of such
challenge, shall a party be permitted to credit bid any of the
pre-petition debt, and (2) the prepetition lenders should not
should receive any sale proceeds at closing.

                   About Xtera Communications

Xtera Communications and seven affiliated debtors filed for
Chapter
11 protection (Bankr. D. Del. Lead Case No. 16-12577) on Nov. 15,
2016.  The company sells telecommunications-related optical
transport solutions.  The company disclosed $50.47 million in
assets and $66.45 million in total debt as of the bankruptcy
filing.

Xtera tapped DLA Piper LLP as legal counsel; Cowen & Company as
investment banker; and Epiq Systems Inc. as claims agent.

On Nov. 23, 2016, the Office of the U.S. Trustee appointed five
creditors to serve on the official committee of unsecured
creditors.  Lawyers at Bayard P.A., and Lowenstein Sandler LLP
serve as counsel to the committee while BDO USA, LLP (BDO) serves
as its financial advisor.

HIG Neptune, the postpetition lender, is represented by Allen &
Overy LLP; and  Morris, Nichols, Arsht & Tunnell LLP.  Counsel to
Wilmington Trust, N.A., the DIP Agent, is Kaye Scholer LLP.
Counsel to the prepetition senior lender are Levy, Small & Lallas
and Chipman Brown Cicero & Cole, LLP.  Counsel to Horizon
Technology Finance Corp., the prepetition subordinated lender, is
K&L Gates LLP.


XTERA COMMUNICATIONS: Creditors Panel Challenges Lenders' Liens
---------------------------------------------------------------
Vince Sullivan, writing for Bankruptcy Law360, reported that the
official committee of unsecured creditors of Xtera Communications
Inc. on Jan. 23, 2017, filed a 22-count adversary complaint,
asserting that prepetition secured lenders of the company don't
have valid liens against its assets due to a series of credit
facility amendments and subordination agreements.  The Committee
accused named lenders under a senior credit facility, a term loan
facility and a bridge loan facility as defendants and challenged
the validity of each of their liens.

                   About Xtera Communications

Xtera Communications and seven affiliated debtors filed for
Chapter
11 protection (Bankr. D. Del. Lead Case No. 16-12577) on Nov. 15,
2016.  The company sells telecommunications-related optical
transport solutions.  The company disclosed $50.47 million in
assets and $66.45 million in total debt as of the bankruptcy
filing.

Xtera tapped DLA Piper LLP as legal counsel; Cowen & Company as
investment banker; and Epiq Systems Inc. as claims agent.

On Nov. 23, 2016, the Office of the U.S. Trustee appointed five
creditors to serve on the official committee of unsecured
creditors.  Lawyers at Bayard P.A., and Lowenstein Sandler LLP
serve as counsel to the committee while BDO USA, LLP (BDO) serves
as its financial advisor.

HIG Neptune, the postpetition lender, is represented by Allen &
Overy LLP; and  Morris, Nichols, Arsht & Tunnell LLP.  Counsel to
Wilmington Trust, N.A., the DIP Agent, is Kaye Scholer LLP.
Counsel to the prepetition senior lender are Levy, Small & Lallas
and Chipman Brown Cicero & Cole, LLP.  Counsel to Horizon
Technology Finance Corp., the prepetition subordinated lender, is
K&L Gates LLP.


XTERA COMMUNICATIONS: H.I.G Buying All Assets for $10 Million
-------------------------------------------------------------
Xtera Communications, Inc., and affiliates, filed with the U.S.
Bankruptcy Court for the District of Delaware a notice that the
Court has entered a Bid Procedures Order, which was subsequently
amended by the Amended Bid Procedures Order, in connection with
Xtera's sale of substantially all assets to H.I.G. Europe –
Neptune Ltd. for $10,000,000, subject to overbid.

On Nov. 15, 2016, the Debtors filed the Motion of the Debtors and
Debtors in Possession, Pursuant to Sections 105(a), 363, and 365 of
the Bankruptcy Code for Entry of Orders (i)(a) Approving Procedures
in Connection with the Sale of Substantially all of the Debtors'
Assets; (b) Scheduling Related Auctions and a Hearing to Consider
Approval of Sale; (c) Approving Procedures Related to the
Assumption of Certain Executory Contracts and Unexpired Leases; (d)
Approving the Form and Manner of Notice Thereof; (e) Approving Bid
Protections; and (f) Granting Related Relief; and (ii)(a)
Authorizing the Sale of Substantially All of the Debtors' Assets
Free and Clear of Liens, Claims, Encumbrances and Other Interests;
(b) Approving the Assumption and Assignment of Certain Executory
Contracts and Unexpired Leases and (c) Granting Related Relief
("Motion").

On Dec. 6, 2016, the Court entered the Order (i)(a) Approving
Procedures in Connection with the Sale of Substantially All of the
Debtors' Assets; (b) Scheduling Related Auctions and a Hearing to
Consider Approval of Sale; (c) Approving Procedures Related to the
Assumption of Certain Executory Contracts and Unexpired Leases; (d)
Approving the Form and Manner of Notice Thereof; (e) Approving Bid
Protections and (f) Granting Related Relief and (ii)(a) Authorizing
the Sale of Substantially All of the Debtors’ Assets Free and
Clear of Liens, Claims, Encumbrances and Other Interests; (b)
Approving the Assumption and Assignment of Certain Executory
Contracts and Unexpired Leases and (c) Granting Related Relief
("Bid Procedures Order"), which was subsequently amended by the
Order Amending Order (i)(a) Approving Procedures in Connection with
the Sale of Substantially All of the Debtors' Assets; (b)
Scheduling Related Auctions and a Hearing to Consider Approval of
Sale; (c) Approving Procedures Related to the Assumption of Certain
Executory Contracts and Unexpired Leases; (d) Approving the Form
and Manner of Notice Thereof; (e) Approving Bid Protections and (f)
Granting Related Relief and (ii)(a) Authorizing the Sale of
Substantially All of the Debtors' Assets Free and Clear of Liens,
Claims, Encumbrances and Other Interests; (b) Approving the
Assumption and Assignment of Certain Executory Contracts and
Unexpired Leases and (c) Granting Related Relief ("Amended Bid
Procedures Order").

Pursuant to the Court's Amended Bid Procedures Order, all bids are
due Jan. 23, 2017 at 5:00 p.m. (PET) and an auction to sell the
assets will be conducted on Jan. 25 at 10:00 a.m. (PET) at the
offices of DLA Piper LLP (US), 1251 Avenue of the Americas, 27th
Floor, New York, New York, or at other location as will be
identified in a notice filed with the Bankruptcy Court at least 24
hours before the auction.

Xtera has a stalking horse agreement with H.I.G. Europe - Neptune
which offered more than $10,000,000 to acquire the Debtors' assets.
HIG Neptune is also in the process of purchasing the first-lien
debt of the company held by Square 1 Bank.  It has sought the
ability to credit bid the additional $8 million should it acquire
the first-lien debt before the auction.

A copy of the porposed Order approving the Motion attached to the
Notice is available for free at:

       http://bankrupt.com/misc/Xtera_Communications_278_Sales.pdf

                  About Xtera Communications

Xtera Communications and seven affiliated debtors filed for
Chapter
11 protection (Bankr. D. Del. Lead Case No. 16-12577) on Nov. 15,
2016.  The company sells telecommunications-related optical
transport solutions.  The company disclosed $50.47 million in
assets and $66.45 million in total debt as of the bankruptcy
filing.

Xtera tapped DLA Piper LLP as legal counsel; Cowen & Company as
investment banker; and Epiq Systems Inc. as claims agent.

On Nov. 23, 2016, the Office of the U.S. Trustee appointed five
creditors to serve on the official committee of unsecured
creditors.  Lawyers at Bayard P.A., and Lowenstein Sandler LLP
serve as counsel to the committee while BDO USA, LLP (BDO) serves
as its financial advisor.

HIG Neptune, the postpetition lender, is represented by Allen &
Overy LLP; and  Morris, Nichols, Arsht & Tunnell LLP.  Counsel to
Wilmington Trust, N.A., the DIP Agent, is Kaye Scholer LLP.
Counsel to the prepetition senior lender are Levy, Small & Lallas
and Chipman Brown Cicero & Cole, LLP.  Counsel to Horizon
Technology Finance Corp., the prepetition subordinated lender, is
K&L Gates LLP.


YAHWEH CENTER: Court Grants Plea for Document Production
--------------------------------------------------------
The Hon. Joseph N. Callaway of the U.S. Bankruptcy Court for the
Eastern District of North Carolina has entered an order authorizing
Rule 2004 document production requests by Yahweh Center, Inc.

The Debtor filed on Dec. 14, 2016, three motions seeking court
orders pursuant to Rule 2004 of the Federal Rules of Bankruptcy
Procedure for the production of documents from Southeastern
Consolidated Holdings, LLC, Robert E. Caton, Trustee of the Robert
E. Caton Revocable Trust U/A Dated March 17, 1998, and Rick E.
Graves, Trustee of the Kenneth C. Waters, Jr. Irrevocable Trust U/A
Dated Oct. 14, 2003.

SCH, the Caton Trust, and the Waters Trust objected to the relief
requested by the Debtor, and contend that certain requests are
propounded for the purpose of harassment and are overly broad and
burdensome.  In addition, the Respondents objected to identical
requests contained in all three motions and the definitions of
"Identify" and "Identification" as overly broad and burdensome.
Finally, the Respondents raised and reserved objections based on
protection of privacy and the attorney-client privilege.

A hearing was held on the motions and responses on Jan. 11, 2017.
Blake Y. Boyette, Esq., appeared on behalf of the Debtor and
Algernon L. Butler, III, Esq., appeared on behalf of SCH, the Caton
Trust, and the Waters Trust.

No adversary proceeding or contested matter with overlapping
subject matter to the motions has been filed, so the pending
proceeding rule will not apply, Judge Callaway held.  However, per
Rule 2004(b), particularly for information sought from third
parties, requests must bear some relation "to the acts, conduct, or
property or to the liabilities and financial condition of the
debtor, or to any matter which may affect the administration of the
debtor's estate, or to the debtor's right to a discharge," the
judge noted.  Thus, the inquiry cannot be used for the purpose of
harassment only or invade valid privacy concerns where otherwise
unrelated to the liabilities, financial condition, rights, actions,
and property of the Debtor or matters otherwise affecting the
bankruptcy case, Judge Callaway ruled.

The Court analyzed the document requests and objections with broad
scope and deference paid to the Debtor but with the protections for
the Respondents offered by the noted exceptions.

First, the Court will dispose of the Respondents' objection to the
definitions of "identify" and "identification."  

The Court found that production of the responsive documents
effectively satisfies the document identification requirement, with
at most only a modest written explanation needed if the document is
not readily self-identifying.  Finally, it is impossible for the
Court to assess whether "identification" is unduly burdensome where
the objection is made on a wholesale basis, rather than after at
least listing the categories of responsive documents.  The lack of
any description leaves the Court unable to fashion a remedy on the
definitional objection.  Therefore, the Respondents' collective
objection on this basis is denied.

SCH holds a note secured by a deed of trust on real property owned
by the Debtor in the claimed amount of $559,349.84.  The claim was
acquired by SCH pre-bankruptcy from First-Citizens Bank & Trust
Company.  The Waters and Caton Trusts are the members of SCH. Rick
E. Graves, an attorney in Wilmington, North Carolina, is manager of
SCH, and is also the trustee of the Waters Trust.

A full-text copy of Judge Callaway's Order dated January 23, 2017,
is available at https://is.gd/HNA4j9 from Leagle.com.

Yahweh Center, Inc., is represented by Blake Y. Boyette, Esq., and
Trawick H. Stubbs, Jr., Esq., at Stubbs & Perdue, P.A.

Headquartered in Wilmington, North Carolina, Yahweh Center, Inc.,
aka Yahweh Center Children's Village filed for Chapter 11
bankruptcy protection (Bankr. E.D.N.C. Case No. 16-04306) on Aug.
17, 2016, listing $1.87 million in total assets and $2.40 million
in total liabilities.  The petition was signed by Carla J. Roberts,
executive director.

Judge Joseph N. Callaway presides over the case.

Trawick H Stubbs, Jr., Esq., at Stubbs & Perdue, P.A., serves as
the Debtor's bankruptcy counsel.


YOGA SMOGA: Hires Broderick Firm as Accountants
-----------------------------------------------
Yoga Smoga, Inc., seeks authorization from the U.S. Bankruptcy
Court for the Southern District of New York to employ Joseph A.
Broderick, PC as accountant to the Debtor.

The Debtor requires Broderick to:

      a. assist the Debtor with its preparation of Schedules of
Assets and Liabilities and the Statement of Financial Affairs;

      b. prepare monthly operating reports;

      c. assist the Debtor with "fresh start" accounting and with
maintaining their books and records;

      d. assist the Debtor with cash flow reports, liquidation
analyses, and other financial reporting; and

      e. prepare tax returns.

Broderick will be paid at these hourly rates:

      Partners                      $325
      Seniors                       $175
      Staff/Paraprofessionals       $90

Broderick will also be reimbursed for reasonable out-of-pocket
expenses incurred.

Joseph A. Broderick, CPA, of Joseph A. Broderick, PC, assured the
Court that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtor and its estates.

Broderick may be reached at:

        Joseph A. Broderick, CPA
        Joseph A. Broderick, PC
        734 Walt Whitman Road, Suite 204
        Melville, NY 11747

                       About Yoga Smoga

Yoga Smoga, Inc. filed a chapter 11 petition (Bankr. S.D.N.Y. Case
No. 16-13538) on Dec. 19, 2016.  The petition was signed by Tapasya
Bali, chief executive officer.  The Debtor is represented by Jil
Mazer-Marino, Esq., at Meyer, Suozzi, English & Klein, P.C.  The
case is assigned to Judge Michael E. Wiles.  The Debtor estimated
assets and liabilities at $1 million to $10 million at the time of
the filing.

The Office of the U.S. Trustee on January 6, 2017, appointed five
creditors of Yoga Smoga, Inc., to serve on the official committee
of unsecured creditors.


YOGA SMOGA: Hires Meyer Souzzi as Counsel
-----------------------------------------
Yoga Smoga, Inc., seeks authorization from the U.S. Bankruptcy
Court for the Southern District of New York to employ Meyer,
Souzzi, English &  Klein, P.C. as general bankruptcy counsel to the
Debtor.

The Debtor requires Meyer Souzzi to:

      a. advise the Debtor with respect to its powers and duties as
debtor in possession in the continued management and operation of
its business and property;

      b. advise and consult with the Debtor on the conduct of the
chapter 11 case, including all of the legal and administrative
requirements of operating in chapter 11;

      c. attend meetings and negotiate with representatives of
creditors and other parties in interest on behalf of the Debtor;

      d. advise the Debtor with respect to actions necessary to
protect and preserve the Debtor's estate, including prosecuting
actions on the Debtor's behalf, defending any action commenced
against the Debtor, and representing the Debtor in negotiations
concerning litigation in which the Debtor is involved, including
objections to claims filed against the Debtors estate;

      e. prepare pleadings in connection with the chapter 11 case,
including motions, applications, answers, orders, reports, and
papers necessary or otherwise beneficial to the administration of
the Debtor's estate;

      f. represent the Debtor in connection with obtaining any
required authorization to obtain postpetition financing;

      g. advise the Debtor in connection with any potential sales
of assets;

      h. appear before the Court to represent the interests of the
Debtor's estate;

      i. take any necessary action on behalf of the Debtor to
negotiate, prepare, and obtain approval of a disclosure statement
and confirmation of a chapter 11 plan and all documents related
thereto; and

      j. perform all other necessary legal services for the Debtor
in connection with the prosecution of the chapter 11 case,
including: (i) analyzing the Debtor's leases and contracts and the
assumption and assignment or rejection thereof; (ii) analyzing the
validity of liens against the Debtor's property; and (iii) advising
the Debtor on any chapter 11 related corporate and litigation
matters.

Meyer Souzzi will be paid at these hourly rates:

       Jill Mazer-Marino              $550
       Partners                       $300-$550
       Associates/of counsel          $200-$550
       Paralegals                     $100-$135

Meyer Suozzi received retainer deposits in the aggregate amount of
$255,000.

Meyer Souzzi will also be reimbursed for reasonable out-of-pocket
expenses incurred.

Jill Mazer-Marino, Esq., member of the law firm of Meyer, Souzzi,
English & Klein, P.C., assured the Court that the firm is a
"disinterested person" as the term is defined in Section 101(14) of
the Bankruptcy Code and does not represent any interest adverse to
the Debtor and its estates.

Meyer Souzzi may be reached at:

      Jill Mazer-Marino, Esq.
      Meyer, Souzzi, English & Klein, P.C.
      990 Stewart Avenue, Suite 300
      P.O. Box 9194,
      Garden City, NY 11530
      Phone: +1 516-741-6565
      Email: imazermarino@msek.com
             mkwiatkowski@msek.com

                        About Yoga Smoga

Yoga Smoga, Inc. filed a chapter 11 petition (Bankr. S.D.N.Y. Case
No. 16-13538) on Dec. 19, 2016.  The petition was signed by Tapasya
Bali, chief executive officer.  The Debtor is represented by Jil
Mazer-Marino, Esq., at Meyer, Suozzi, English & Klein, P.C.  The
case is assigned to Judge Michael E. Wiles.  The Debtor estimated
assets and liabilities at $1 million to $10 million at the time of
the filing.

The Office of the U.S. Trustee on January 6, 2017, appointed five
creditors of Yoga Smoga, Inc., to serve on the official committee
of unsecured creditors.


YOGI CARPET: Authorized to Utilize Cash Collateral Until March 9
----------------------------------------------------------------
Judge Cynthia C. Jackson of the U.S. Bankruptcy Court for the
Middle District of Florida authorized Yogi Carpet & Tile, Inc., to
use cash collateral on an interim basis, through March 9, 2017.

The Debtor was authorized to use cash collateral to pay amounts
expressly authorized by the Court, including payments to the U.S.
Trustee for quarterly fees, and the current and necessary expenses
set forth in the approved budget.  The Debtor's budget for January
1, 2017 through March 1, 2017 provides for total building expenses
in the aggregate amount of $331,864.

Unity Bank was granted a perfected post-petition lien against the
cash collateral to the same extent and with the same validity and
priority as the prepetition lien.

The Debtor was directed to remit monthly real property tax escrow
of $2,109 to Unity Bank solely for to pay ad valorem real property
taxes for the 2017 calendar year, beginning February 1, 2017.

In addition, the Debtor was also directed to maintain insurance
coverage for its property in accordance with the obligations under
the loan and security documents with Unity Bank.

A non-evidentiary hearing is scheduled on March 9, 2017 at 2:45
p.m. to further consider the Debtor's use of cash collateral.

A full-text copy of the Second Interim Order, dated January 19,
2017, is available at https://is.gd/TCFSEY

               About Yogi Carpet & Tile, Inc.

Yogi Carpet & Tile, Inc. is a family-owned and operated flooring
business formed in June, 1995.  The Debtor owns and operates a
22,000 square foot flooring showroom at: 7309 E. Colonial Drive,
Orlando, Florida 32807 and offers a wide selection of wood, tile
and laminate flooring and carpet.

Yogi Carpet & Tile Inc., d/b/a D'Best Carpet & Tile, d/b/a D'Best
Floorz & More, filed a Chapter 11 petition (Bankr. M.D. Fla. Case
No. 16-07776) on Nov. 30, 2016.  The Petition was signed by Dario
Hernandez, president.  The Debtor is represented by Daniel A.
Velasquez, Esq. and Justin M. Luna, Esq., at Latham, Shuker, Eden &
Beaudine, LLP.  At the time of filing, the Debtor estimated assets
and liabilities at $1 million to $10 million each.

An official committee of unsecured creditors has not yet been
appointed in the Chapter 11 case of Yogi Carpet & Tile, Inc. as of
Jan. 9, according to a court docket.


ZION PARK: Moody's Hikes Rating on GOULT Bonds From Ba1
-------------------------------------------------------
Moody's Investors Service has upgraded Zion Park District, IL's
general obligation unlimited tax (GOULT) bonds to Baa3 from Ba1 and
general obligation limited tax (GOLT) debt certificates to Baa3
from Ba2. The rating impacts $1.1 million in outstanding debt.
Concurrently, the outlook has been revised to stable.

The upgrade of the GOULT rating to Baa3 reflects improved cash
reserves and some indications of stabilization in the district's
moderately sized tax base. Those improvements are balanced against
the district's continued credit challenges including limited
revenue raising ability; taxpayer concentration and a degree of
enterprise risk. Also incorporated is a modest direct debt burden.
The GOLT debt is also rated Baa3 given the presence of an all
available funds pledge.

The rating action on the district's GOLT debt concludes a review
undertaken in conjunction with the publication on December 19, 2016
of the US Local Government General Obligation Debt Methodology.

Rating Outlook

The revision of the outlook to stable reflects improvements to the
district's financial operations and indications of stabilization in
the tax base, which is expected to support the maintenance of
adequate reserves.

Factors that Could Lead to an Upgrade

Growth or diversification of the district's tax base

Sustained operational balance that results in growth in operating
liquidity and elimination of deficit fund balance positions

Factors that Could Lead to a Downgrade

Further deterioration of the district's tax base

Erosion of operating liquidity and/or growth in deficit fund
balances

Increase in the district debt or pension burden

Legal Security

The district's outstanding rated GO and GOLT debt represent two
different security types. Approximately $720,000 is secured by the
district's GO alternate revenue pledge, which is ultimately secured
by the district's property tax pledge that is unlimited by rate or
amount. The district also has $380,000 of outstanding debt
certificates carry an all available funds pledge, but do not
benefit from a designated levy.

Use of Proceeds

Not applicable.

Obligor Profile

The Zion Park District is located in Lake County, IL and is
essentially coterminous with the city of Zion along Lake Michigan
between the cities of Milwaukee and Chicago. The district serves a
resident population of approximately 24,400, according to the 2010
census, although management reports that many of the district's
services, programs and facilities are utilized by residents of
nearby communities. The district owns and manages over 600 acres of
land, a fitness center, three recreation centers, an outdoor water
park, and two golf courses.

Methodology

The principal methodology used in this rating was US Local
Government General Obligation Debt published in December 2016.


[*] 5th Cir. Rejects Bankr. Lawyer's Appeal on Prison Sentence
--------------------------------------------------------------
Stewart Bishop, writing for Bankruptcy Law360, reported that the
U.S. Court of Appeals for the Fifth Circuit rebuffed an appeal by
former personal bankruptcy lawyer Glay H. Collier II of his nearly
three-year prison sentence for reaping undisclosed fees from
clients in nearly 500 cases, finding he has waived his right to
challenge his sentence calculation.  Mr. Collier, the report noted,
is a fixture in Louisiana bankruptcy courts for decades.  In
November 2015, he pled guilty to one count of bankruptcy fraud
after he was accused of pocketing undisclosed $281 filing fees from
clients in 479 cases.


[*] Esquify, QDiscovery Unveil eDiscovery Strategic Partnership
---------------------------------------------------------------
Esquify and QDiscovery have announced the rollout of a strategic
partnership to bring a powerful tech-centric processing, hosting
and review solution to the eDiscovery marketplace.

The alliance of these legal tech innovators uniquely provides a
seamless process -- from document collection and management to
ground breaking, tech-enabled manual review.

Chicago-based Esquify is the first company to create an "Uber-like
eDiscovery marketplace" utilizing machine learning technology, real
time supervision and communications tools within manual document
review.  The solution unlocks performance and efficiency analytics
for use with either onsite or virtual reviewers.  

"Our new model for document review has joined the power of our
organically grown reviewer marketplace with proprietary technology
to radically improve the process.  Our partnership with QDiscovery
takes this to the next level, assuring greater quality and results
from beginning to end," said Scott Stuart, Esq., founder and
co-chief executive of Esquify.  

QDiscovery, headquartered in New London, CT., and with offices in
Chicago and Indianapolis, provides a host of eDiscovery and digital
forensic services and solutions.  The company is known for creating
custom workflows and incorporating analytics to guide reviewers to
the most relevant documents sooner.  This approach results in
workflow efficiency and lower costs.

QDiscovery Chief Executive David Barrett called the partnership a
triple win -- not just for each respective business, but also for
clients -- the corporations, law firms and government enterprises
needing comprehensive eDiscovery and litigation support services so
uniquely delivered.

As a result of this partnership, the firms' combined clients are
already experiencing better outcomes and significant cost
reductions, Mr. Stuart said, adding, "Our single,
performance-driven offering puts us ahead of the curve in this
fast-changing environment."

"Ever-increasing data volume from traditional sources and new
technologies is a dominant consideration in eDiscovery.  We
continue to incorporate creative solutions to make managing
litigation data easier, more efficient and ultimately, more
cost-effective," Mr. Barrett said.  "There's a need for innovation
like Esquify's that improves the review process; together, we'll
have that much more impact on the market."

Esquify and QDiscovery are both partners and fully integrated with
kCura's Relativity platform, although both companies will continue
to be compatible with other eDiscovery platforms.

QDiscovery is one of only a few companies that processes within
Relativity and includes Relativity Analytics without an additional
fee.  Esquify recently launched its Reviewer Command Center
exclusively for Relativity users, who can now access analytics on
reviewer performance right within Relativity's systems.  Esquify's
combined analytics, supervisory and communications tools
substantially advance understanding of reviewer performance.

Drew Stern, fellow Esquify founder and co-chief executive, noted
that "Esquify and QDiscovery share business philosophies and
culture, along with a focus on analytics as a basis for driving
better performance and outcomes, meaning a better result for our
shared customers."

Each company emphasizes the role of client-responsive teams.
QDiscovery's teams consult and project manage to ensure efficient
execution of eDiscovery projects, and also provide guidance in
areas ranging from cyber security to legal forensics.  Esquify
closes the loop on technology-driven reviews by raising the bar on
client transparency and reviewer performance.

                          About Esquify

Esquify's eDiscovery solution uses advanced machine learning
technology to make the manual document review process more
effective and efficient.  Since its launch in late 2015, it has
already achieved several significant milestones and rapid growth.
In October, 2016, it became a development partner of kCura,
showcasing on its Relativity platform its Reviewer Command Center
for supervising, monitoring and providing sophisticated reviewer
and case performance analytics.  The firm was named as a top tech
innovator to watch by the Built in Chicago tech community as well
as by Techweek Chicago.  

                         About QDiscovery

QDiscovery -- http://www.qdiscovery.com/-- is a provider of
electronic discovery and digital forensic services across the
entire EDRM spectrum.


[^] BOND PRICING: For the Week from January 23 to 27, 2017
----------------------------------------------------------
  Company                   Ticker  Coupon Bid Price   Maturity
  -------                   ------  ------ ---------   --------
A. M. Castle & Co           CASL     7.000    58.000 12/15/2017
Avaya Inc                   AVYA    10.500    28.000   3/1/2021
Avaya Inc                   AVYA    10.500    26.500   3/1/2021
BPZ Resources Inc           BPZR     6.500     3.017   3/1/2015
BPZ Resources Inc           BPZR     6.500     3.017   3/1/2049
Buffalo Thunder
  Development Authority     BUFLO   11.000    38.000  12/9/2022
CEDC Finance Corp
  International Inc         CEDC    10.000    29.375  4/30/2018
Caesars Entertainment
  Operating Co Inc          CZR     12.750    74.000  4/15/2018
Caesars Entertainment
  Operating Co Inc          CZR      5.750    66.750  10/1/2017
Chassix Holdings Inc        CHASSX  10.000     8.000 12/15/2018
Chassix Holdings Inc        CHASSX  10.000     8.000 12/15/2018
Chukchansi Economic
  Development Authority     CHUKCH   9.750    42.500  5/30/2020
Chukchansi Economic
  Development Authority     CHUKCH   9.750    42.125  5/30/2020
Cinedigm Corp               CIDM     5.500    10.000  4/15/2035
Claire's Stores Inc         CLE      9.000    48.500  3/15/2019
Claire's Stores Inc         CLE     10.500    85.500   6/1/2017
Claire's Stores Inc         CLE      8.875    21.000  3/15/2019
Claire's Stores Inc         CLE      7.750    18.500   6/1/2020
Claire's Stores Inc         CLE      6.125    43.500  3/15/2020
Claire's Stores Inc         CLE      9.000    52.500  3/15/2019
Claire's Stores Inc         CLE      7.750    15.750   6/1/2020
Claire's Stores Inc         CLE      9.000    48.000  3/15/2019
Claire's Stores Inc         CLE      6.125    43.625  3/15/2020
Cobalt International
  Energy Inc                CIE      2.625    39.000  12/1/2019
Cumulus Media Holdings Inc  CMLS     7.750    40.000   5/1/2019
DFC Finance Corp            DLLR    10.500    50.000  6/15/2020
DFC Finance Corp            DLLR    10.500    49.500  6/15/2020
EXCO Resources Inc          XCO      7.500    48.000  9/15/2018
Emergent Capital Inc        EMG      8.500    40.000  2/15/2019
Energy Conversion
  Devices Inc               ENER     3.000     7.875  6/15/2013
Energy Future
  Holdings Corp             TXU      6.500    13.750 11/15/2024
Energy Future
  Holdings Corp             TXU      6.550    14.000 11/15/2034
Energy Future
  Holdings Corp             TXU     10.875    11.375  11/1/2017
Energy Future
  Holdings Corp             TXU     11.250    11.375  11/1/2017
Energy Future
  Holdings Corp             TXU      9.750    29.250 10/15/2019
Energy Future
  Holdings Corp             TXU     10.875    11.375  11/1/2017
Energy Future Intermediate
  Holding Co LLC /
  EFIH Finance Inc          TXU     10.000    21.750  12/1/2020
Energy Future Intermediate
  Holding Co LLC /
  EFIH Finance Inc          TXU     10.000    24.050  12/1/2020
Energy Future Intermediate
  Holding Co LLC /
  EFIH Finance Inc          TXU      9.750    30.000 10/15/2019
Energy Future Intermediate
  Holding Co LLC /
  EFIH Finance Inc          TXU      6.875    22.125  8/15/2017
Erickson Inc                EAC      8.250    25.250   5/1/2020
Evergreen Solar Inc         ESLR     4.000     0.390  7/15/2013
FXCM Inc                    FXCM     2.250    47.500  6/15/2018
Fleetwood Enterprises Inc   FLTW    14.000     3.557 12/15/2011
GenOn Energy Inc            GENONE   7.875    77.964  6/15/2017
Goodman Networks Inc        GOODNT  12.125    40.000   7/1/2018
Gymboree Corp/The           GYMB     9.125    35.000  12/1/2018
Homer City Generation LP    HOMCTY   8.137    40.750  10/1/2019
Horsehead Holding Corp      ZINC    10.500    80.250   6/1/2017
Illinois Power
  Generating Co             DYN      7.000    37.000  4/15/2018
Illinois Power
  Generating Co             DYN      6.300    37.000   4/1/2020
Iracore International
  Holdings Inc              IRACOR   9.500    51.375   6/1/2018
Iracore International
  Holdings Inc              IRACOR   9.500    51.375   6/1/2018
IronGate Energy
  Services LLC              IRONGT  11.000    33.250   7/1/2018
IronGate Energy
  Services LLC              IRONGT  11.000    37.375   7/1/2018
IronGate Energy
  Services LLC              IRONGT  11.000    33.125   7/1/2018
IronGate Energy
  Services LLC              IRONGT  11.000    33.125   7/1/2018
Jack Cooper Holdings Corp   JKCOOP   9.250    40.250   6/1/2020
James River Coal Co         JRCC     7.875     1.407   4/1/2019
Las Vegas Monorail Co       LASVMC   5.500     0.833  7/15/2019
Lehman Brothers
  Holdings Inc              LEH      1.000     2.573  7/21/2009
Lehman Brothers
  Holdings Inc              LEH      2.070     2.573  6/15/2009
Lehman Brothers
  Holdings Inc              LEH      1.000     2.573   6/9/2009
Lehman Brothers
  Holdings Inc              LEH      5.000     2.573   2/7/2009
Lehman Brothers
  Holdings Inc              LEH      1.000     2.573  11/3/2011
Lehman Brothers
  Holdings Inc              LEH      1.000     2.573  9/16/2010
Lehman Brothers
  Holdings Inc              LEH      1.600     2.573  11/5/2011
Lehman Brothers
  Holdings Inc              LEH      1.000     2.573  9/16/2010
Lehman Brothers
  Holdings Inc              LEH      4.000     2.573  4/30/2009
Lehman Brothers
  Holdings Inc              LEH      1.000     2.573   9/7/2012
Lehman Brothers
  Holdings Inc              LEH      1.000     2.573  11/2/2011
Lehman Brothers
  Holdings Inc              LEH      1.000     2.573  12/9/2012
Lehman Brothers
  Holdings Inc              LEH      1.000     2.573 10/17/2013
Lehman Brothers
  Holdings Inc              LEH      2.000     2.573   3/3/2009
Lehman Brothers
  Holdings Inc              LEH      1.500     2.573  3/29/2013
Lehman Brothers
  Holdings Inc              LEH      1.383     2.573  6/15/2009
Lehman Brothers
  Holdings Inc              LEH      1.000     2.573  8/17/2014
Lehman Brothers
  Holdings Inc              LEH      1.250     2.573   8/5/2012
Lehman Brothers
  Holdings Inc              LEH      1.000     2.573  8/17/2014
Lehman Brothers
  Holdings Inc              LEH      1.250     2.573  3/22/2012
Lehman Brothers
  Holdings Inc              LEH      1.250     2.573   2/6/2014
Lehman Brothers
  Holdings Inc              LEH      1.000     2.573  3/29/2014
Lehman Brothers Inc         LEH      7.500     1.226   8/1/2026
Light Tower Rentals Inc     LHTTWR   8.125    43.000   8/1/2019
Light Tower Rentals Inc     LHTTWR   8.125    43.000   8/1/2019
Linn Energy LLC / Linn
  Energy Finance Corp       LINE     6.500    48.000  5/15/2019
Linn Energy LLC / Linn
  Energy Finance Corp       LINE     6.250    44.500  11/1/2019
Linn Energy LLC / Linn
  Energy Finance Corp       LINE     6.250    28.625  11/1/2019
Linn Energy LLC / Linn
  Energy Finance Corp       LINE     6.250    28.625  11/1/2019
MF Global Holdings Ltd      MF       3.375    30.500   8/1/2018
MModal Inc                  MODL    10.750    10.125  8/15/2020
Midstates Petroleum
  Co Inc / Midstates
  Petroleum Co LLC          MPO     10.750     0.732  10/1/2020
Mirant Mid-Atlantic
  Series B Pass
  Through Trust             GENONE   9.125    88.000  6/30/2017
Modular Space Corp          MODSPA  10.250    56.000  1/31/2019
Modular Space Corp          MODSPA  10.250    56.625  1/31/2019
NRG REMA LLC                GENONE   9.237    85.000   7/2/2017
Navient Corp                NAVI     2.454    99.750   2/1/2017
Nine West Holdings Inc      JNY      8.250    26.500  3/15/2019
Nine West Holdings Inc      JNY      6.875    24.250  3/15/2019
Nine West Holdings Inc      JNY      8.250    26.000  3/15/2019
Nuverra Environmental
  Solutions Inc             NESC     9.875    11.315  4/15/2018
OMX Timber Finance
  Investments II LLC        OMX      5.540     9.125  1/29/2020
Peabody Energy Corp         BTU      6.000    30.250 11/15/2018
Peabody Energy Corp         BTU      4.750     6.400 12/15/2041
Peabody Energy Corp         BTU      6.250    29.500 11/15/2021
Peabody Energy Corp         BTU      6.500    51.375  9/15/2020
Peabody Energy Corp         BTU      6.000    59.250 11/15/2018
Peabody Energy Corp         BTU      6.000    40.000 11/15/2018
Peabody Energy Corp         BTU      6.250    29.000 11/15/2021
Peabody Energy Corp         BTU      6.250    29.000 11/15/2021
Permian Holdings Inc        PRMIAN  10.500    30.000  1/15/2018
Permian Holdings Inc        PRMIAN  10.500    29.250  1/15/2018
Pernix Therapeutics
  Holdings Inc              PTX      4.250    25.000   4/1/2021
Pernix Therapeutics
  Holdings Inc              PTX      4.250    25.309   4/1/2021
Principal Life Income
  Funding Trusts            PFG      2.454    99.550   2/1/2017
Prospect Holding Co LLC /
  Prospect Holding
  Finance Co                PRSPCT  10.250    47.875  10/1/2018
Prospect Holding Co LLC /
  Prospect Holding
  Finance Co                PRSPCT  10.250    47.875  10/1/2018
Rolta LLC                   RLTAIN  10.750    23.125  5/16/2018
SAExploration Holdings Inc  SAEX    10.000    50.250  7/15/2019
Samson Investment Co        SAIVST   9.750     7.350  2/15/2020
Sequa Corp                  SQA      7.000    56.000 12/15/2017
Sequa Corp                  SQA      7.000    55.625 12/15/2017
Sidewinder Drilling Inc     SIDDRI   9.750     6.125 11/15/2019
Sidewinder Drilling Inc     SIDDRI   9.750     6.125 11/15/2019
Stone Energy Corp           SGY      1.750    60.000   3/1/2017
SunEdison Inc               SUNE     5.000    38.000   7/2/2018
SunEdison Inc               SUNE     2.750     2.000   1/1/2021
SunEdison Inc               SUNE     2.000     2.000  10/1/2018
SunEdison Inc               SUNE     2.375     2.000  4/15/2022
SunEdison Inc               SUNE     0.250     3.000  1/15/2020
SunEdison Inc               SUNE     3.375     2.750   6/1/2025
SunEdison Inc               SUNE     2.625     3.250   6/1/2023
TMST Inc                    THMR     8.000    14.435  5/15/2013
Talos Production LLC /
  Talos Production
  Finance Inc               TALPRO   9.750    52.500  2/15/2018
Talos Production LLC /
  Talos Production
  Finance Inc               TALPRO   9.750    65.000  2/15/2018
TerraVia Holdings Inc       TVIA     5.000    36.680  10/1/2019
TerraVia Holdings Inc       TVIA     6.000    66.125   2/1/2018
Terrestar Networks Inc      TSTR     6.500    10.000  6/15/2014
TetraLogic
  Pharmaceuticals Corp      TLOG     8.000     5.500  6/15/2019
Trans-Lux Corp              TNLX     8.250    20.125   3/1/2012
UCI International LLC       UCII     8.625    25.750  2/15/2019
Venoco LLC                  VQ       8.875     1.270  2/15/2019
Verso Paper Holdings
  LLC / Verso Paper Inc     VRS     11.750    17.000  1/15/2019
Verso Paper Holdings
  LLC / Verso Paper Inc     VRS     11.750    17.000  1/15/2019
Violin Memory Inc           VMEM     4.250     8.500  10/1/2019
Walter Energy Inc           WLTG     8.500     0.553  4/15/2021
Walter Energy Inc           WLTG     9.875     0.739 12/15/2020
Walter Energy Inc           WLTG     9.875     0.739 12/15/2020
Walter Energy Inc           WLTG     9.875     0.739 12/15/2020
Whiting Petroleum Corp      WLL      6.500   100.130  10/1/2018
iHeartCommunications Inc    IHRT    10.000    79.000  1/15/2018
rue21 inc                   RUE      9.000    19.000 10/15/2021
rue21 inc                   RUE      9.000    19.000 10/15/2021


                            *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

TCR subscribers have free access to our on-line news archive.
Point your Web browser to http://TCRresources.bankrupt.com/and use
the e-mail address to which your TCR is delivered to login.

                            *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.  
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog,
Meriam Fernandez, Joel Anthony G. Lopez, Cecil R. Villacampa,
Sheryl Joy P. Olano, Psyche A. Castillon, Ivy B. Magdadaro, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman,
Editors.

Copyright 2017.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $975 for 6 months delivered via
e-mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Peter A.
Chapman at 215-945-7000 or Nina Novak at 202-362-8552.

                   *** End of Transmission ***