TCR_Public/170207.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Tuesday, February 7, 2017, Vol. 21, No. 37

                            Headlines

151 MILBANK: Sean Dunne Trustee Files Alternative Plan
270 BERGER REAL: Disclosure Statement Hearing Set for March 7
3324 N. CLARK: Has Until March 26 to File Plan & Disclosures
471 HAWORTH AVENUE: Case Summary & 2 Unsecured Creditors
8110 AERO DRIVE: Plan Confirmation Hearing Set for March 30

A+ CHARTER SCHOOL: S&P Cuts Rating on 2015 Rev. Bonds to 'BB-'
AAALERT SOLUTIONS: Case Summary & 3 Unsecured Creditors
ABBA MEDICAL: Hearing on Disclosures Set For March 9
AEROJET ROCKETDYNE: Moody's Rates $300MM Notes Due 2023 'B3'
ALLIANCE ONE: BlackRock Holds 5.9% Equity Stake as of Dec. 31

ARIZONA ENTRYWAYS: Unsecureds to Get $10,000 Over Five Years
ARM VENTURES: Hearing on Plan Outline Approval Set for March 13
BARSTOW MANAGEMENT: Case Summary & 8 Unsecured Creditors
BIG D'S LOGGING: Disclosures Okayed, Plan Hearing on March 8
BILL BARRETT: Provides Q4 2016 Commodity Price, Derivatives Update

BIOPLANET CORP: Voluntary Chapter 11 Case Summary
BLANKENSHIP FARMS: Seeks Feb. 28 Plan Filing Period Extension
CALIFORNIA RESOURCES: BlackRock Reports 6% Stake as of Dec. 31
CARLINO ENTERPRISES: Involuntary Chapter 11 Case Summary
CHIEFTAIN STEEL: Unsecureds to Receive 25% of Net Profit for 5 Yrs

CITGO PETROLEUM: Fitch Affirms 'B' LT Issuer Default Rating
CLIFFS NATURAL: BlackRock Holds 6% Equity Stake as of Dec. 31
COALINGA REGIONAL: S&P Affirms 'B-' Ratings on 2008A/B COPs
COBALT INTERNATIONAL: BlackRock Holds 6.1% Stake as of Dec. 31
COBALT INTERNATIONAL: Carlson, et al. Hold 6.8% Stake as of Dec. 31

COBALT INTERNATIONAL: Closes Debt Exchange Transaction
COMFORT HOLDING: S&P Lowers Rating on 1st-Lien Term Loan to 'B'
COMM MORTGAGE 2000-C1: Fitch Affirms 'Dsf' Rating on Cl. H Notes
CONSOL ENERGY: S&P Raises CCR to 'B+', Off CreditWatch Positive
CORPORATE RESOURCE: Trustee Taps Jenner & Block as Counsel

COSI INC: Court Extends Exclusive Plan Filing Period to Feb. 9
CREATIVE ARTISTS: Moody's Assigns B2 Rating to Proposed Term Loan B
CREATIVE REALITIES: Investor Presentation Available at Website
CROSSROADS CENTER: $8.9MM Loan Transferred to Special Servicer
CURO GROUP: Moody's Rates $460MM Senior Secured Notes 'Caa1'

DAVIS HOLDING: Disclosure Statement Hearing Set for March 14
DELCATH SYSTEMS: Releases January 2017 Investor Presentation
DISH NETWORK: Moody's Says Asset Transfer with Echostar Credit Pos
DOMINICA LLC: Santander Bank Opposes Approval of Plan Outline
DYNAMIC PEDIATRIC: Hearing on Plan & Disclosures Set For March 2

ENZYME FORMULATIONS: Voluntary Chapter 11 Case Summary
EVERGREEN HEALTH: Disclosures Get Prelim. OK; March 16 Plan Hearing
GARNER GROVES: U.S. Trustee Unable to Appoint Committee
GLOBAL UNIVERSAL: Voluntary Chapter 11 Case Summary
GREAT BASIN: Hudson Bay Capital Reports 9.9% Stake as of Dec. 31

GREENWAY HEALTH: Moody's Affirms B3 Corporate Family Rating
GROVE PLAZA: Gets Approval of Plan to Exit Bankruptcy
HMF GOLF: Hearing on Plan Outline Set For March 9
IMAG VIDEO/AV: U.S. Trustee Unable to Appoint Committee
JP MORGAN 2006-LDP8: Moody's Lowers Rating on Class F Certs. to C

K & C LV: US Bank to Get $520.12 Per Month for Five Years
KIRWAN OFFICES: Court Extends Plan Filing Period Thru Feb. 14
LOUISIANA MEDICAL: Feb. 10 Meeting Set to Form Creditors' Panel
MARCUS PEREZ: Pro-Built Buying Cortlandt Manor Property for $75K
MARYLAND HEALTH: Fitch Withdraws 'BB+' Rating on Revenue Bonds

MAX EXPRESS: Asks Court to Approve Disclosure Statement
MCK MILLENNIUM: Plan Status Hearing Set for March 3
MEADOWS AT CYPRESS: March 9 Plan Confirmation Hearing
MEDFORD TRUCKING: Disclosures Okayed, Plan Hearing on March 3
MOBILE FOX: Court Extends Exclusivity Periods to April 9

MULTIMEDIA PLATFORMS: Wants April 2 Plan Filing Period Extension
NEW ENGLAND MECHANICAL: Case Summary & 20 Top Unsecured Creditors
NORTH CENTRAL FLORIDA YMCA: UST Unable to Appoint Committee
ODYSSEY CONTRACTING: L&L, FIC Oppose Approval of Plan Outline
ONEOK INC: Moody's Puts Ba1 CFR on Review for Upgrade

ONEOK INC: S&P Puts 'BB+' CCR on CreditWatch Positive
PARAGON OFFSHORE: Sets Sale Procedures for De Minimis Assets
PARKSIDE CINTAS: $2.3 Million Loan "Troubled," Moody's Says
PAYLESS INC: S&P Cuts CCR to 'CCC' on Possible Debt Restructuring
PHOENIX MANUFACTURING: Convenience Class to Get $1K Over 18 Mos.

PINNACLE AUTO: Case Summary & 3 Unsecured Creditors
PINNACLE OPERATING: S&P Lowers CCR to 'CC' on Exchange Offering
PRIME SECURITY: S&P Affirms 'B+' CCR on Proposed Term Loan Upsize
PROGRESSIVE ACUTE: Taps King Reinsch as Accountants
RANCHO PALOMITA: Revises Provisions on Treatment of Secured Claims

REAM PROPERTIES: Ordered to File Revised Plan Outline
S-3 PUMP: Disclosures Okayed, Plan Hearing Set for March 21
SCIENTIFIC GAMES: Moody's Affirms B2 Corporate Family Rating
SCIENTIFIC GAMES: S&P Affirms 'B' CCR After Proposed Financing Deal
SEMINOLE TRACKS: U.S. Trustee Unable to Appoint Committee

SMITH MOVERS: Disclosures OK'd; Plan of Reorganization Confirmed
SOUTHPORT & SHEFFIELD: Loan Servicer Proceeding with Foreclosure
SRAMPICKAL DEVELOPERS: Case Summary & 2 Top Unsecured Creditors
STAINLESS SALES: Involuntary Chapter 11 Case Summary
STANDARD INDUSTRIES: Moody's Affirms Ba2 Corporate Family Rating

STONE ENERGY: Hires Ernst & Young as Tax Services Providers
STONERIDGE PARKWAY: Homeowner Tries to Block Disclosures Okay
SULLIVAN VINEYARDS: Case Summary & 8 Unsecured Creditors
SUPERIOR LINEN: Court OKs Second DIP Loan With RD VII Investments
SYMANTEC CORP: S&P Lowers CCR to 'BB+ on $1BB of Acquisition Debt

TELEFLEX INC: S&P Assigns 'BB+' Rating on $750MM Sr. Sec. Loan
TEMBEC INDUSTRIES: Moody's Hikes Corporate Family Rating to B2
TERRASSA CONCRETE: Unsecured Creditors to Get 2% Under Plan
TEXAS ROAD: 3 Ronson Buying Marlboro Property for $1.7 Million
THREE AMIGOS: Hires Akerman as Special Tax Counsel

TOTAL COMM SYSTEMS: Disclosures Okayed, Plan Hearing on March 22
TOWNCENTER PLAZA: Case Summary & 5 Unsecured Creditors
TWH LIMITED: Case Summary & 2 Unsecured Creditors
UNDER ARMOUR: S&P Lowers CCR to 'BB+'; Outlook Negative
UNIVERSAL INDUSTRIAL: Court Conditionally OKs Disclosures

UNIVERSAL INDUSTRIAL: Unsecureds to Get 2% Under Exit Plan
VANGUARD NATURAL: Case Summary & 50 Largest Unsecured Creditors
VICTORY CAPITAL: Moody's Retains B2 Corporate Family Rating
VIKING CONSTRUCTORS: Integrated Marine Won't Get Plan Payments
WASHINGTON MUTUAL 2005-C1: Fitch Affirms 'D' Rating on Cl. N Debt

WD WOLVERINE: S&P Affirms 'B' CCR & Rates 1st-Lien Facility 'B'
WET SEAL: Wants to Assume Consulting Agreement for Store Closing
WGC INC: Hearing on Plan Outline Approval Set for March 9
WIDEOPENWEST FINANCE: Moody's Rates New $2.15BB Term Loan B at B1
WINDSTREAM SERVICES: S&P Rates $580MM Term Loan B-7 'BB'

WK CAPITAL: Hires Forker Suter as Co-counsel
WK CAPITAL: Hires Hinkle Law as Bankruptcy Counsel
[*] Moody's: Defaults Slowed in Q4 as Energy Sector Stress Eases
[^] Large Companies with Insolvent Balance Sheet

                            *********

151 MILBANK: Sean Dunne Trustee Files Alternative Plan
------------------------------------------------------
Richard M. Coan, the Chapter 7 trustee for the estate of Sean
Dunne, filed with the U.S. Bankruptcy Court for the District of
Connecticut a disclosure statement dated Jan. 31, 2017, with
respect to the alternative plan of reorganization for 151 Milbank,
LLC.

On July 1, 2016, the Debtor served its Second Amended Disclosure
Statement upon all parties entitled to vote on the proposed Debtor
Plan.  As reported by the Troubled Company Reporter on June 27,
2016, the Debtor filed a second amended disclosure statement
explaining its plan of reorganization to, among other things, add
procedures for selling its condominium units, add certain defined
terms, and increase the estimated approximate amount of
administrative claims from $360,000 to $400,000.

Although parties in interest voted on that proposed Debtor Plan,
the Court has not and -- the Chapter 7 Trustee believes -- cannot
confirm that proposed Debtor Plan.  As a result, the Chapter 7
Trustee is proposing an alternative plan of liquidation for
consideration by parties-in-interest.

The Trustee Plan is identical to the Debtor Plan except the Trustee
Plan (i) provides for the appointment of an independent fiduciary
to sell the units and escrow the net proceeds thereof, (ii)
preserves the Debtor's causes of action, and (iii) removes certain
other provisions that benefited insiders, which the Trustee Plan
defines to include the pre-petition professionals of the Debtor and
the defendants in litigation commenced by the Chapter 7 Trustee
pre-petition.

The DIP lender claim -- estimated at $5 million plus interest --
will recover 100% under the Trustee Plan.  The DIP lender (maxim)
will be paid in cash the entire net sales proceeds from each unit
sale closing, up to the full amount of the DIP lender's claim.

The Disclosure Statement is available at:

           http://bankrupt.com/misc/ctb15-51485-396.pdf

The Plan was filed by the counsel to the Chapter 7 Trustee:

     Timothy Miltenberger, Esq.
     COAN, LEWENDON, GULLIVER & MILTENBERGER, LLC
     495 Orange Street
     New Haven, CT 06511
     Tel: (203) 624-4756
     E-mail: Tmiltenberger@coanlewendon.com

                        About 151 Milbank

151 Milbank, LLC's business consists of the ownership, development,
and sale of four residential condominium units located at 151
Milbank Avenue in Greenwich, Connecticut.  The Debtor has no other
business operations and has no employees.  

The Debtor filed for Chapter 11 bankruptcy protection (Bankr. D.
Conn. Case No. 15-51485) on Oct. 21, 2015.  The case is assigned to
Judge Alan H.W. Shiff.  The Debtor is represented by Thomas J.
Farrell, Esq., at Hinckley Allen and Snyder LLP, in Hartford,
Connecticut.  The Debtor's total assets is $4.6 million and total
debts is $4.4 million.  A list of the Debtor's 20 largest unsecured
creditors is available for free at:

            http://bankrupt.com/misc/ctb15-51485.pdf


270 BERGER REAL: Disclosure Statement Hearing Set for March 7
-------------------------------------------------------------
The U.S. Bankruptcy Court in New Jersey is set to hold a hearing on
March 7, at 2:00 p.m., to consider approval of the disclosure
statement, which explains the Chapter 11 plan of reorganization of
270 Berger Real Estate, LLC.

The hearing will take place at the U.S. Bankruptcy Court, Courtroom
3, 402 East State Street, Trenton, New Jersey.  Objections must be
filed no later than seven days prior to
the hearing.

270 Berger is represented by:

     Timothy P. Neumann, Esq.
     Broege, Neumann, Fischer & Shaver LLC
     25 Abe Voorhees Drive
     Manasquan, NJ 08736
     Tel: 732-223-8484
     Fax: 732-223-2416
     Email: timothy.neumann25@gmail.com

                  About 270 Berger Real Estate

270 Berger Real Estate, LLC sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. D.N.J. Case No. 16-21006) on June 6,
2016.  The petition was signed by Joseph Plotzker, managing member.
The case is assigned to Judge Christine M. Gravelle.

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

On January 31, 2017, the Debtor filed its Chapter 11 plan of
reorganization and disclosure statement.


3324 N. CLARK: Has Until March 26 to File Plan & Disclosures
------------------------------------------------------------
The Hon. Donald R. Cassling of the U.S. Bankruptcy Court for the
Northern District of Illinois has extended, at the behest of 3324
N. Clark Street, LLC, the time to file its plan of reorganization
and disclosure statement through March 26, 2017.

The Debtor's exclusive period to file its plan of Reorganization is
extended to March 26, 2017.  Its exclusive right to obtain
acceptances of that plan is extended through and including May 26,
2017.

                   About 3324 N. Clark Street

3324 N. Clark Street, LLC, sought Chapter 11 protection (Bankr.
N.D. Ill. Case No. 16-30934) on Sept. 28, 2016.  The petition was
signed by Simone Singer Weissbluth, manager of WMW Investments,
LLC, the manager of the Debtor.  The case is assigned to Judge
Donald R. Cassling.  The Debtor estimated assets and liabilities
at $1 million to $10 million at the time of the filing.

The Debtor is represented by Ariel Weissberg, Esq. and Devvrat
Sinha, Esq. at Weissberg and Associates, Ltd.  The Debtor also
employs Saul R. Wexler, member of the Law Offices of Saul R.
Wexler, as its special counsel; and Rick Levin & Associates, Inc.
as its a real estate broker in connection with the sale of its
real property located at 3324 N. Clark Street, Chicago, Illinois.

No trustee, examiner, or official committee of unsecured creditors
has been appointed.


471 HAWORTH AVENUE: Case Summary & 2 Unsecured Creditors
--------------------------------------------------------
Debtor: 471 Haworth Avenue, LLC
           dba 471 Haworth Ave., LLC
        471 Haworth Avenue
        Haworth, NJ 07641


Case No.: 17-12174

Nature of Business: Single Asset Real Estate

Chapter 11 Petition Date: February 3, 2017

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

Judge: Hon. Stacey L. Meisel

Debtor's Counsel: Justin M Gillman, Esq.
                  GILLMAN & GILLMAN
                  770 Amboy Avenue
                  Edison, NJ 08837
                  Tel: 732-661-1664
                  Fax: 732-661-1707
                  E-mail: abgillman@optonline.net

Total Assets: $2.10 million

Total Liabilities: $1.46 million

The petition was signed by Richard Rotonde, member.

A copy of the Debtor's list of two unsecured creditors is available
for free at http://bankrupt.com/misc/njb17-12174.pdf


8110 AERO DRIVE: Plan Confirmation Hearing Set for March 30
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of California
is set to hold a hearing on March 30 to consider confirmation of
the Chapter 11 plan of reorganization of 8110 Aero Drive Holdings,
LLC.

The hearing will be held at the United States Courthouse before
Judge Margaret Mann.  Creditors have until Feb. 23, 5:00 p.m., to
file their objections and cast their votes accepting or rejecting
the plan.

Under the plan, Class 3 general unsecured creditors will be paid
100% of their allowed claims over 24 months, without interest.
These creditors will receive a pro-rata distribution from the
$50,000 quarterly payments made by 8110 Aero until the claims are
paid in full.

If any balance is due on their claims after 24 months, general
unsecured creditors will receive a lump sum payment as full
satisfaction of their claims, according to the company's second
amended disclosure statement filed on Jan. 31.

A copy of the disclosure statement is available for free at
https://is.gd/KRdvwX

                      About 8110 Aero Drive

8110 Aero Drive Holdings, LLC, based in San Diego, California,
filed a Chapter 11 petition (Bankr. S.D. Cal. Case No. 16-03135) on
May 25, 2016. The Hon. Margaret M. Mann presides over the case.
William M. Rathbone, Esq., at Gordon & Rees LLP, 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 Luz Burni,
authorized representative.

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


A+ CHARTER SCHOOL: S&P Cuts Rating on 2015 Rev. Bonds to 'BB-'
--------------------------------------------------------------
S&P Global Ratings lowered its rating on Newark Higher Education
Finance Corp., Texas' series 2015A and 2015B education revenue
bonds, issued for A+ Charter School Inc. to 'BB-' from 'BB'.  The
outlook is stable.

"We lowered the rating based in part on the U.S. Not-for-Profit
Charter School methodology, published on Jan. 3, 2017, and on our
view of the impact construction delays associated with the school's
expansion to a second facility will likely have on operations in
the near term," said S&P Global Ratings analyst Luke Gildner.

S&P characterizes the school's financial profile as vulnerable due
to S&P's assessment of the school's inadequate maximum annual debt
service (MADS) coverage, and a moderately high debt burden, which
is partially offset by the school's healthy liquidity position.
S&P assessed the school's enterprise profile as adequate
characterized by a growing enrollment base, good student retention,
and a good charter standing with the authorizer.  In S&P's opinion,
the 'BB-' rating better reflects the risks associated with the
potential for a coverage covenant violation in fiscal 2017 as the
school needs to make significant cuts to fiscal 2017 operating
expenses to remain in compliance with its debt service coverage
covenant.  

The stable outlook reflects S&P's anticipation that, during its
one-year outlook period, the school will not miss a bond payment
due to a very healthy liquidity position.  S&P also anticipates
operations will improve from fiscal 2016 results and construction
will be completed on time and on budget for the 2017-2018 school
year.  S&P expects days' cash to remain healthy.  In addition, the
outlook reflects S&P's expectation that actual enrollment growth
will meet management's expectations of about 1,400 for fall 2017.

The rating or outlook could be stressed if operations continue to
produce negative results on a full-accrual basis leading to
persistent debt service coverage covenant violations, growth
projections are not met, the opening of the second campus is
further delayed, or cash levels decline materially.

S&P does not anticipate raising the rating or revising the outlook
to positive during the one-year outlook period; however, S&P could
consider taking a positive rating or outlook action beyond that
time if growth occurs as planned, MADS coverage rises to levels
consistent with bond covenants, and cash levels remain healthy.

A+ Charter Schools is located in the Southeast Dallas community of
Pleasant Grove, where it serves approximately 1,066 students in
grades pre-K through 12th grade.  The school was formed in 2000 to
operate a school emphasizing safety and education as a path to
overcome the criminal activity, substance abuse, and youth
mortality that characterized the community at the time.


AAALERT SOLUTIONS: Case Summary & 3 Unsecured Creditors
-------------------------------------------------------
Debtor: AAAlert Solutions Inc
        PO Box 94744
        Seattle, WA 98124

Case No.: 17-10480

Chapter 11 Petition Date: February 3, 2017

Court: United States Bankruptcy Court
       Western District of Washington (Seattle)

Judge: Hon. Marc Barreca

Debtor's Counsel: Jason E Anderson, Esq.
                  LAW OFFICE OF JASON E ANDERSON
                  8015 15th Ave NW Ste 5
                  Seattle, WA 98117
                  Tel: 206-706-2882
                  E-mail: jason@jasonandersonlaw.com

Total Assets: $581,629

Total Liabilities: $1.27 million

The petition was signed by Dirk M Mayberry, president.

A copy of the Debtor's list of three unsecured creditors is
available for free at http://bankrupt.com/misc/wawb17-10480.pdf


ABBA MEDICAL: Hearing on Disclosures Set For March 9
----------------------------------------------------
The Hon. Kathryn C. Ferguson of the U.S. Bankruptcy Court for the
District of New Jersey will hold on March 9, 2017, at 2:00 p.m. a
hearing to consider the adequacy of ABBA Medical Transportation,
LLC's disclosure statement referring to the Debtor's plan of
reorganization.

               About ABBA Medical Transportation

ABBA Medical Transportation, LLC, an ambulance transportation
provider, sought protection under Chapter 11 of the Bankruptcy Code
(Bankr. D. N.J. Case No. 16-25389) on Aug. 10, 2016.  The case is
assigned to Judge Ferguson.

Andrew J. Kelly, Esq., at The Kelly Firm P.C. serves as the
Debtor's legal counsel.

The Debtor hired Robert Matticola, CPA, at Lawson, Rescinio,
Schibell & Associates, P.C.


AEROJET ROCKETDYNE: Moody's Rates $300MM Notes Due 2023 'B3'
------------------------------------------------------------
Moody's Investors Service has upgraded the speculative grade
liquidity rating of Aerojet Rocketdyne Holdings, Inc. to SGL-1 from
SGL-2 and concurrently assigned a B3 rating to the recently issued
$300 million 2.25% convertible notes due 2023. The Corporate Family
Rating of B1 has been affirmed. The outlook remains stable.

RATINGS RATIONALE

The speculative grade liquidity rating of SGL-1, raised from SGL-2,
denotes a liquidity profile that became very good following AJRD's
$300 million convertible issuance. Moody's believes that most of
the $300 million note proceeds were retained as cash, boosting the
cash balance of $129 million reported September 30, 2016. Near-term
free cash flow should exceed the $20 million of scheduled term loan
amortization. Significant covenant headroom under the company's
bank credit facility's maximum net leverage test and low
utilization under the $350 million revolving credit line also
enhance the liquidity profile. AJRD possesses ample alternate
liquidity sources from entitled parcels within its (unrestricted)
land development subsidiary.

The B1 CFR has been affirmed with expectation that most of the
excess cash on hand will be re-invested rather than deployed for
stock repurchases. Further, AJRD's production efficiency should
improve with its ongoing operational restructuring program,
important as competition within the space launch propulsion area
has grown, amplifying the need for attractive pricing. The CFR
anticipates debt/EBITDA of around 5x for 2017 (Moody's adjusted
basis), with free cash flow to debt in the mid-single digit
percentage range after the scheduled pension plan contribution of
around $70 million.

The CFR also recognizes AJRD's importance as the leading supplier
of rocket and missile propulsion systems to the US Department of
Defense and agencies. Funding levels for the niche should remain at
least steady, broadly speaking, with instability levels on the rise
and rocket/missile program advances occurring throughout the
world.

The opportunity for growth within some of AJRD's programs should
improve if US defense spending expands as seems probable. If AJRD's
AR-1 development contract with the US Air Force-- that could end US
reliance on Russian-made rocket motors for military launch --
results in a production award, the upside potential would be
especially promising.

The rating outlook is stable. A September 30, 2016 backlog level of
$3.8 billion supports the rating. The backlog provides revenue
visibility while the high cash balance adds funding to help AJRD
achieve a stronger, steadier future profitability level than has
been achieved in recent years.

The B3 rating assigned to the $300 million convertible notes due
2023, two notches below the CFR, reflects the presence of AJRD's
secured bank credit facility that is guaranteed by subsidiaries.
Moody's expects that, in a stress scenario, the structurally
subordinated convertible notes would absorb much of the firm's
overall loss.

Upward rating momentum would depend on expectation of debt/EBITDA
sustained below 5x with free cash flow to debt approaching 10%
(i.e. approaching $120 million of annual free cash flow; debt on a
Moody's adjusted basis that includes pension liability), a high
backlog level, and a good liquidity profile.

Downward rating pressure could result from debt/EBITDA above 6x, or
low free cash flow (less than $25 million annually), or if special
charges return to significant levels rather than remaining low as
expected. A lackluster liquidity profile, such as with diminishing
covenant headroom or high revolver utilization could also
negatively pressure the rating.

Upgrades:

Issuer: Aerojet Rocketdyne Holdings, Inc.

-- Speculative Grade Liquidity Rating, Upgraded to SGL-1 from
SGL-2

Assignments:

Issuer: Aerojet Rocketdyne Holdings, Inc.

-- Senior Unsecured Conv./Exch. Bond/Debenture, Assigned B3
(LGD6)

Outlook Actions:

Issuer: Aerojet Rocketdyne Holdings, Inc.

-- Outlook, Remains Stable

Affirmations:

Issuer: Aerojet Rocketdyne Holdings, Inc.

-- Probability of Default Rating, Affirmed B1-PD

-- Corporate Family Rating, Affirmed B1

Aerojet Rocketdyne Holdings, Inc., produces propulsion systems for
defense and space applications and armament systems for precision
tactical and long range weapon systems. Revenues for the nine
months ended September 30, 2016 were about $1.6 billion
annualized.

The principal methodology used in these ratings was Global
Aerospace and Defense Industry published in April 2014.


ALLIANCE ONE: BlackRock Holds 5.9% Equity Stake as of Dec. 31
-------------------------------------------------------------
BlackRock, Inc. disclosed in a Schedule 13G filed with the
Securities and Exchange Commission that as of Dec. 31, 2016, it
beneficially owns 523,193 shares of common stock of Alliance One
International Inc. representing 5.9 percent of the shares
outstanding.  A full-text copy of the regulatory filing is
available for free at https://is.gd/CYDjcj

                     About Alliance One

Alliance One International is principally engaged in purchasing,
processing, storing, and selling leaf tobacco.  The Company
purchases tobacco primarily in the United States, Africa, Europe,
South America and Asia for sale to customers primarily in the
United States, Europe and Asia.

Alliance One reported a net loss of $31.5 million on $261 million
of sales and other operating revenues for the three months ended
June 30, 2016, compared to a net loss of $25.95 million on $266.28
million of sales and other operating revenues for the three months
ended June 30, 2015.

As of Sept. 30, 2016, Alliance One had $1.99 billion in total
assets, $1.77 billion in total liabilities and $226.4 million in
total equity.

                       *     *     *

As reported by the TCR on June 7, 2016, Moody's Investors Service
affirmed Alliance One International, Inc.'s 'Caa2' Corporate
Family Rating and revised the rating outlook to positive from
negative.  Alliance One's 'Caa2' Corporate Family Rating reflects
Moody's expectation that credit metrics and liquidity will remain
weak over the next 12 to 18 months.

The TCR reported on Aug. 2, 2016, S&P Global Ratings lowered its
corporate credit rating on Morrisville, N.C.-based Alliance One
International Inc. (AOI) to 'CCC' from 'CCC+'.  The rating outlook
is negative.


ARIZONA ENTRYWAYS: Unsecureds to Get $10,000 Over Five Years
------------------------------------------------------------
Arizona Entryways, LLC, filed with the U.S. Bankruptcy Court for
the District of Arizona a second amended disclosure statement dated
Feb. 1, 2017, referring to the Debtor's plan of reorganization
dated Feb. 1, 2017.

Holders of Class IV Allowed General Unsecured Claims will be paid
$10,000 over five years.  The Debtor will make payment to the
holders of Allowed Class IV Claims on the first business day that
occurs one year after the Effective Date and every year thereafter
for four years based upon each Class IV Claim's pro rata share of
Allowed Class IV Claims.  The payments will be as follows: (i) Year
One -- $2,000; (ii) Year Two -- $2,000; (iii) Year Three -- $2,000;
(iv) Year Four -- $2,000; and (v) Year Five -- $2,000.  No interest
will accrue or be paid to the holders of the Allowed Class IV
Claims.  If a disputed Class IV Claim is not an Allowed Claim prior
to 30 days after the Effective Date, the Class IV Claim will
receive payment on the one-year payment date that falls after their
Class IV Claim becomes an allowed claim.  The Class IV Claims are
impaired.

The Debtor anticipates that it will have sufficient funds from its
income and the New Value capital infusion of $5,000 to make the
payments due under the Plan.

The Plan will be funded by the Debtor restructuring its debts, and
with its income and a new value cash infusion.  As of Sept. 15,
2016, Allen Barnes & Jones, PLC, is holding the $5,000 New Value
funds in its IOLTA Trust account.  The Debtor will continue its
business of designing and installing custom exterior door
entryways, and managing its two rental properties: the Louise
property and the Crabapple property.  The Plan will be implemented
upon entry of an order by the Court confirming the Plan.  Upon the
Effective Date, or at another time as specifically provided for in
the Plan, creditors holding allowed claims will receive the
treatment provided for in the Plan.  Creditors will only be
entitled to the treatment of the class of claims within which they
belong upon having their claims allowed.

The Second Amended Disclosure Statement is available at:

           http://bankrupt.com/misc/azb15-16071-105.pdf

The Plan was filed by the Debtor's counsel:

     Michael A. Jones, Esq.
     Khaled Tarazi, Esq.
     ALLEN BARNES & JONES, PLC
     1850 N. Central Avenue, Suite 1150
     Phoenix, Arizona 85004
     Tel: (602) 256-6000
     Fax: (602) 252-4712
     E-mail: mjones@allenbarneslaw.com
             ktarazi@allenbarneslaw.com

                      Arizona Entryways

Glendale, Arizona-based Arizona Entryways, LLC, is in the business
of designing and installing custom exterior door entryways.  The
Debtor's member/manager is Jerzy Bielawski, a skilled and
accomplished woodworker with over eleven years of carpentry
experience.  Mr. Bielawski has specialized in creating
one-of-a-kind custom entryways, and founded the Debtor in 2006 to
establish a brand for his craftsmanship.  Relying upon Mr.
Bielawski's expertise, the Debtor offers designs that include all
types of wood species and customization through the use of wrought
iron and beveled glass.  Through artful painting, staining,
finish-framing, and trimming techniques, the Debtor seamlessly
integrates the new entryway into the existing house structure; thus
retrofitting what appears to be an original custom masterpiece.

The Debtor filed for Chapter 11 bankruptcy protection (Bankr. D.
Ariz. Case No. 15-16071) on Dec. 23, 2015, estimating its assets at
between $100,001 and $500,000 and its liabilities at between
$500,001 and $1 million.  Michael A. Jones, Esq., at Allen Maguire
& Barnes, PLC, serves as the Debtor's bankruptcy counsel.


ARM VENTURES: Hearing on Plan Outline Approval Set for March 13
---------------------------------------------------------------
The Hon. Laurel M. Isicoff of the U.S. Bankruptcy Court the
Southern District of Florida has scheduled for March 13, 2017, at
9:30 a.m. a hearing to consider the approval of Arm Ventures, LLC's
disclosure statement.

Feb. 11, 2017, is the deadline for service of court order,
Disclosure Statement and Plan.

Objections to the Disclosure Statement must be filed by March 6,
2017.

As reported by the Troubled Company Reporter on Feb. 2, 2017, the
Debtor filed with the Court a second amended disclosure statement
for its second amended plan of reorganization dated Jan. 30, 2017.
Under the Plan, Class 2 Allowed Ocean Bank Secured Claim is
impaired.  Ocean Bank will retain its liens on the Debtor's SBA
Project 1 or the Medical Building at 753-755 Arthur, Godfrey Road,
Miami Beach, Florida 33140, subject to avoidance of any liens by
the Court.

                      About Arm Ventures

Arm Ventures, LLC, filed a Chapter 11 petition (Bankr. S.D. Fla.
Case No. 16-23633) on Oct. 4, 2016, and is represented by Mark
S. Roher, Esq., in Fort Lauderdale, Florida.  The petition was
signed by Michael Rosenbaum, authorized manager.

At the time of the filing, the Debtor estimated assets of less than
$50,000 and liabilities of $1 million to $10 million.  Mark S.
Roher, P.A., serves as the Debtor's legal counsel.

The Debtor listed Ocean Bank as its largest unsecured creditor
holding a claim of $250,000.


BARSTOW MANAGEMENT: Case Summary & 8 Unsecured Creditors
--------------------------------------------------------
Debtor: Barstow Management, LLC
        3302 Pluto Street
        Dallas, TX 75212

Case No.: 17-30401

Chapter 11 Petition Date: February 3, 2017

Court: United States Bankruptcy Court
       Northern District of Texas (Dallas)

Judge: Hon. Stacey G. Jernigan

Debtor's Counsel: Joyce W. Lindauer, Esq.
                  JOYCE W. LINDAUER ATTORNEY, PLLC
                  12720 Hillcrest Road, Suite 625
                  Dallas, TX 75230
                  Tel: (972) 503-4033
                  Fax: (972) 503-4034
                  E-mail: joyce@joycelindauer.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Michael Robinson, president.

A copy of the Debtor's list of eight unsecured creditors is
available for free at http://bankrupt.com/misc/txnb17-30401.pdf


BIG D'S LOGGING: Disclosures Okayed, Plan Hearing on March 8
------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Georgia will
consider approval of the Chapter 11 plan of Big D's Logging LLC at
a hearing on March 8.

The hearing will be held at 11:00 a.m., at Courtroom A, 433 Cherry
Street, Macon, Georgia.

The court will also consider at the hearing the final approval of
the company's disclosure statement, which it conditionally approved
on Jan. 31.

The order set a March 3 deadline for creditors to file their
objections and cast their votes accepting or rejecting the plan.

                      About Big D's Logging

Big D's Logging, LLC filed a Chapter 11 petition (Bankr. M.D. Ga.
Case No. 16-51575) on August 3, 2016, listing under $1 million in
both assets and liabilities.  The case is assigned to Judge James
P. Smith.

On January 27, 2017, the Debtor filed its Chapter 11 plan and
disclosure statement.


BILL BARRETT: Provides Q4 2016 Commodity Price, Derivatives Update
------------------------------------------------------------------
Bill Barrett Corporation provided an update on certain fourth
quarter of 2016 items, including commodity price and derivatives
data and the weighted average basic and diluted shares outstanding
for the fourth quarter of 2016.

For the fourth quarter of 2016, West Texas Intermediate oil prices
averaged $49.29 per barrel, Northwest Pipeline natural gas prices
averaged $2.72 per MMBtu and NYMEX natural gas prices averaged
$2.99 per MMBtu.  The Company had derivative commodity swaps in
place for the fourth quarter of 2016 for 7,750 barrels of oil per
day tied to WTI pricing at $72.57 per barrel, 5,000 MMBtu of
natural gas per day tied to NWPL regional pricing at $4.10 per
MMBtu and no hedges in place for NGLs.

Based on preliminary unaudited results, the Company expects to
realize a cash commodity derivative gain of $17.2 million in the
fourth quarter due to positive derivative positions.  The Company
expects its fourth quarter commodity price differentials to
benchmark pricing - before commodity derivative gains and in
relation to delivery location and quality adjustments - to
approximate: oil less $4.53 price per barrel versus WTI; and
natural gas less $0.25 per thousand cubic feet compared to NWPL.
The Denver-Julesburg Basin oil price differential averaged $3.67
per barrel as the Company benefitted from having no long-term oil
marketing agreements.  NGL prices averaged approximately 33% of the
WTI price per barrel.

The Company estimates that the weighted average common basic and
diluted shares for the fourth quarter will be approximately 62.2
million.

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

                      https://is.gd/GrmuWX

                       About Bill Barrett

Denver-based Bill Barrett Corporation is an independent energy
company that develops, acquires and explores for oil and natural
gas resources.  All of the Company's assets and operations are
located in the Rocky Mountain region of the United States.

Bill Barrett reported a net loss of $488 million in 2015 following
net income of $15.08 million in 2014.

As of Sept. 30, 2016, Bill Barrett had $1.33 billion in total
assets, $826.4 million in total liabilities and $509.2 million in
total stockholders' equity.

                            *    *    *

In June 2016, Moody's Investors Service affirmed Bill Barrett
Corporation's 'Caa2' Corporate Family Rating and revised the
Probability of Default Rating to 'Caa2-PD/LD' from 'Caa2-PD.'
"Bill Barrett's debt for equity exchange achieved some reduction in
its overall debt burden, but the company's cash flow and leverage
metrics continue to remain challenged as its hedges roll off in
2017," commented Amol Joshi, Moody's vice president.

In July 2016, S&P Global Ratings raised the corporate credit rating
on Bill Barrett to 'B-' from 'SD'.  The rating outlook is negative.
"The upgrade reflects our reassessment of the company's corporate
credit rating following the debt-for-equity exchange of its 7.625%
senior unsecured notes due 2019, and also reflects our expectation
that there will be no further distressed exchanges over the next 12
months," said S&P Global Ratings credit analyst Kevin Kwok.


BIOPLANET CORP: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: BioPlanet Corp.
        21110 N. Summitry Cir.
        Katy, TX 77449

Case No.: 17-30684

Chapter 11 Petition Date: February 5, 2017

Court: United States Bankruptcy Court
       Southern District of Texas (Houston)

Judge: Hon. Karen K. Brown

Debtor's Counsel: Adelita Cavada, Esq.
                  THE PEREZ LAW FIRM
                  4646 Corona, Ste. 165
                  Corpus Christi, TX 78413
                  Tel: 361-814-6500
                  Fax: 361-814-8618
                  E-mail: adelita.cavada@cavadalawoffice.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Bernardo Herrero, director.

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/txsb17-30684.pdf


BLANKENSHIP FARMS: Seeks Feb. 28 Plan Filing Period Extension
-------------------------------------------------------------
Blanksenship Farms, LP asks the U.S. Bankruptcy Court for the
Western District of Tennessee to extend its exclusive periods for
filing a chapter 11 plan and obtaining acceptances to its plan,
through February 28, 2017 and April 30, 2017, respectively.

Absent an extension, the Debtor's exclusive plan filing period
would have expired on January 31, 2017, and its exclusive
solicitation period would have expired on March 30, 2017.

The Debtor relates that it needs additional time to formulate its
disclosure statement and chapter 11 plan of reorganization.  The
Debtor further relates that since the Court's December 28, 2016
Order was entered, the Debtor has made substantial progress towards
formulating a plan and disclosure statement and further
administering this case.  The Debtor says that made its adequate
protection payment of $54,000.00 to John Deere Financial, and has
as paid approximately $100,000.00 in cattle proceeds to Farm Credit
Mid-America, FLCA.  The Debtor further says that it has made
substantial payments on its 2016 Crop Loan of $1,949,880.00.

The Debtor contends that it has offered to make substantial cash
payments to CNH Capital America; however, CNH Capital America has
preferred to await its plan treatment.  The Debtor further contends
that it has employed Alan Evans, as real estate broker, to sale the
two primary assets securing Tennessee Farmers Cooperative’s
secured debt.  The Debtor adds that it has begun identifying
lenders to provide financing that would allow the Debtor to finance
real property that is presently securing the individual secured
creditors in this case, being Mr. Willard Park, the Johnson family,
and Mr. Gabbard.  The Debtor asserts that it has undertaken
substantial efforts to protect its secured creditors in order to
effectuate a successful reorganization.

The Debtor tells the Court that it is in the process of trucking
the remaining 2016 crop to the Ronnie Bates Farms, LLC, granary to
be sold in the ordinary course.  The Debtor further tells the Court
that it has conducted cattle sales in the ordinary course for the
benefit of Farm Credit Mid-America, FLCA.  The Debtor says it
anticipated having sufficient time to complete the sale of the 2016
crop and cattle and then formulate its disclosure statement and
chapter 11 plan of reorganization before January 31, 2017.  The
Debtor further says, however, that due to rainfall early in the
month and other unforeseen circumstances, it has been delayed in
completing its 2016 farming operations, which in turn has not
allowed it sufficient time to finalize a disclosure statement and
plan.

                About Blankenship Farms, LP

Headquartered in Parsons, Tennessee, Blankenship Farms, LP, is an
active Tennessee limited partnership whose primary business is
farming operations for row crop and cattle.  It filed for Chapter
11 bankruptcy protection (Bankr. W.D. Tenn. Case No. 16-10840) on
April 27, 2016, estimating its assets and liabilities at between $1
million and $10 million.  The petition was signed by James Trent
Blankenship, president of TWB Management Inc., general partner of
Debtor.  The case is assigned to Judge Jimmy L. Croom.  The Debtor
is represented by Robert Campbell Hillyer, Esq., at Butler Snow
LLP.

The Debtor employed Adam Vandiver of Vandiver Enterprises, LLC, as
a Farm Equipment Appraiser; Brasher Accounting, as Accountant; and
Evans Real Estate as Real Estate Broker.

No trustee or examiner has been appointed, and no official
committee of creditors or equity interest holders has yet been
established.



CALIFORNIA RESOURCES: BlackRock Reports 6% Stake as of Dec. 31
--------------------------------------------------------------
In a Schedule 13G filed with the Securities and Exchange
Commission, BlackRock, Inc. disclosed that as of Dec. 31, 2016, it
beneficially owns 2,488,008 shares of common stock of California
Resources Corp. representing 6 percent of the shares outstanding.
A full-text copy of the regulatory filing is available at:

                      https://is.gd/5drA3O

                   About California Resources

California Resources Corporation is an independent oil and natural
gas exploration and production company operating properties
exclusively within the State of California.  The Company was
incorporated in Delaware as a wholly-owned subsidiary of Occidental
on April 23, 2014, and remained a wholly-owned subsidiary of
Occidental until the Spin-off.  On Nov. 30, 2014, Occidental
distributed shares of the Company's common stock on a pro rata
basis to Occidental stockholders and the Company became an
independent, publicly traded company, referred to in the annual
report as the Spin-off.  Occidental retained approximately 18.5% of
the Company's outstanding shares of common stock which it has
stated it intends to divest on March 24, 2016.

The Company reported a net loss of $3.55 billion in 2015 following
a net loss of $1.43 billion in 2014.

As of Sept. 30, 2016, California Resources had $6.33 billion in
total assets, $6.82 billion in total liabilities and a total
deficit of $493 million.

                           *    *    *

In September 2016, S&P Global Ratings raised its corporate credit
rating on California Resources to 'CCC+' from 'SD'.  "We raised
the corporate credit rating on CRC to reflect our reassessment of
its credit profile following the tender for its senior unsecured
notes," said S&P Global Ratings credit analyst Paul Harvey.  "The
rating reflects our expectation that debt leverage will remain at
what we consider unsustainable levels over the next 24 months
despite the net-debt reduction of about $625 million from the
tender," he added.

In August 2016, Moody's Investors Service downgraded California
Resources' Corporate Family Rating to 'Caa2' from 'Caa1' and
Probability of Default Rating to 'Caa2-PD' from 'Caa1-PD'.


CARLINO ENTERPRISES: Involuntary Chapter 11 Case Summary
--------------------------------------------------------
Alleged Debtor: Carlino Enterprises, Inc.
                   aka VRS Realty
                   aka Village Realty
                   aka VRS Commericial
                   aka Village Realty Shoppe
                   aka VRS Real Estate
                   aka VRS Homes
                17054 Oak Park Ave.
                Tinley Park, IL 60477

Case Number: 17-03249

Involuntary Chapter 11 Petition Date: February 3, 2017

Court: United States Bankruptcy Court
       Northern District of Illinois (Chicago)

Petitioners' Counsel: Chester H Foster, Jr., Esq.
                      FOSTER LEGAL SERVICES, PLLC
                      16311 Byron Drive
                      Orland Park
                      Orland Park, IL 60462
                      Tel: 708 403-3800
                      Fax: 708 403-4095
                      E-mail: chf@fosterlegalservices.com

   Petitioners                  Nature of Claim  Claim Amount
   -----------                  ---------------  ------------
Michael Glenn, Sr.              Promissory Note      $42,652

Victory Campus, LLC              Unpaid Rent         $36,247

Lorraine Lucivjansky Trust       Unpaid Rent          $4,500

MR Glenn Electric, Inc.                              $21,352

Integrity Sign Company                               $4,750

IKON Builders, LLC                                   $4,625

JDM Consulting c/o Jeff Maciuelewicz                 $2,518


CHIEFTAIN STEEL: Unsecureds to Receive 25% of Net Profit for 5 Yrs
------------------------------------------------------------------
Chieftain Steel, LLC, and Floyd Industries, LLC, on Jan. 31 filed
with the U.S. Bankruptcy Court for the Western District of Kentucky
a joint Chapter 11 plan of reorganization.

Under the plan, each holder of a Class 4 general unsecured claim
will receive annually for five consecutive years a distribution
equal to its pro rata share of 25% of the companies' net profits
from their operations in fiscal years 2017, 2018, 2019, 2020 and
2021.  

General unsecured creditors will receive payments after allowed
administrative claims, priority claims, priority tax claims, and
U.S. trustee's fees are satisfied.  

Net profits for each year will be determined and distributions made
to the Class 4 creditors on or before January 31 of the following
year.  The total amount of these distributions must be no less than
$1.  In case the total amount of all distributions is less than $1,
then the reorganized companies will make a sixth annual
distribution on or before January 31, 2023, so that the total sum
of all distributions equals $1.

Class 4 is impaired and general unsecured creditors are entitled
to vote to accept or reject the plan.

The restructuring plan will be funded from the net profits of the
reorganized companies and causes of action, according to the
disclosure statement, which explains the plan.

A copy of the disclosure statement is available for free at:

                https://is.gd/gZqUjr

                     About Chieftain Steel

Chieftain Steel, LLC sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. W.D. Ky. Case No. 16-10407) on May 2, 2016.
The Debtor tapped Constance G. Grayson, Esq., at Gullette &
Grayson, PSC, and Dinsmore & Shohl LLP as bankruptcy attorneys.

The official committee of unsecured creditors retained Fox
Rothschild LLP as its legal counsel, Bingham Greenebaum Doll LLP as
its local counsel, and Phoenix Management Services, LLC as its
financial advisor.

Floyd Industries, LLC, filed a Chapter 11 petition (Bankr. W.D. Ky.
Case No. 16-10837) on Sept. 19, 2016, and is represented by Travis
Kent Barber, Esq., at Barber Law PLLC, in Lexington, Kentucky.  At
the time of filing, Floyd Industries had estimated assets and
liabilities of $1 million to $10 million.

An official committee of unsecured creditors has not yet been
appointed in the Chapter 11 case of Floyd Industries LLC, an
affiliate of Chieftain Steel LLC, as of Nov. 25, 2016, according to
the court docket.

The Chapter 11 cases of Chieftain Steel and Floyd Industries are
jointly administered.

Chieftain Steel, LLC and its debtor-affiliates employ Kerbaugh &
Rodes, CPAs as accountant and advisor.


CITGO PETROLEUM: Fitch Affirms 'B' LT Issuer Default Rating
-----------------------------------------------------------
Fitch Ratings has affirmed the Long-Term Issuer Default Rating
(IDR) for CITGO Petroleum Corporation at 'B' and affirmed the
senior secured ratings at 'BB/RR1'. Fitch has also affirmed the
Long-Term IDR for CITGO Holding Inc. at 'B-' as well as the senior
secured ratings at 'B+/RR2'.

The Rating Outlook is Stable.

KEY RATING DRIVERS
CITGO's ratings are supported by quality refining assets and good
geographic positioning, strong financial results and credit metrics
for the rating despite some weakness in 2016, and minimal capex
requirements which help to support the dividend program to CITGO
Holding.

Fitch believes the key risks to CITGO creditors relate to potential
change of control issues, which could be driven by a default by
parent PDVSA (LT IDR: 'CC') or the ultimate outcome of pending
litigation and arbitral awards against PDVSA. Ultimately, a change
of control has the potential to relieve significant rating
constraints on the CITGO structure. Mitigation of parent company
risk would likely be a positive development from a CITGO lenders
perspective, implying a greater likelihood of obtaining change of
control consents. Fitch believes that the liquidity and refinancing
risks following a change of control are manageable given underlying
CITGO credit fundamentals and that these risks are embedded in
current CITGO ratings.

PDVSA Ownership Key Rating Constraint
There is a relatively strong operational linkage between CITGO and
PDVSA. This relationship is evidenced by a history of use of CITGO
as a source of dividends to its parent, frequent placement of PDVSA
personnel into CITGO executive positions, control of CITGO's board
by its parent, and existence of a crude oil supply agreement.
However, there are important legal and structural separations
between the two entities.

CITGO is a Delaware corporation with U.S. domiciled assets and is
separated from PDVSA by two Delaware C-Corps, CITGO Holding, Inc.,
and PDV Holding Inc. The most important factor justifying the
rating notching between CITGO and PDVSA is the strong covenant
protections in CITGO's secured debt, which limit the ability of the
parent to dilute CITGO's credit quality. Key covenants include
limitations on guarantees to affiliates, restrictions on dividends
to CITGO Holding and PDVSA, asset sales, and incurrence of
additional indebtedness. CITGO debt has no guarantees or
cross-default provisions related to PDVSA debt.

Change of Control Mechanics
In the case of a PDVSA default on the new senior notes due 2020,
foreclosure on the equity collateral would likely trigger change of
control provisions in existing CITGO debt. If CITGO was unable to
obtain sufficient consents from lenders, the company would be
obligated to make an offer to repurchase outstanding senior notes
at 101. CITGO would have a 90-day repurchase window, providing some
time to refinance the notes or otherwise raise sufficient
liquidity. CITGO Holding's $654 million term loan would be required
to be repaid within three days of a change in control. A change in
control would constitute an event of default under CITGO's
revolving credit agreement and $639 million term loan. Lenders
would have the option to accelerate the loans or provide change of
control consent.

While Fitch believes CITGO would likely have the ability to either
obtain lender consents or refinance the existing debt package,
external events including capital market shocks or difficulty
reaching consensus amongst a diverse bondholder group could impair
the company's ability to do so within the applicable repurchase
windows.

Good Refining Assets and Positioning:
CITGO owns and operates three large, high-quality refineries,
providing sufficient economies of scale to compete with larger
tier-1 refiners. Positioning in the Midwest and Gulf Coast provides
access to a variety of crudes, including U.S. sweet crudes,
Canadian heavies, and heavy sour imports at the Gulf. CITGO's
refineries have above-average complexity, including substantial
coking capacity, allowing for conversion of discounted heavier and
sour crudes into higher-value products. Coking capacity in
particular will be important for sustaining profitability now that
the U.S. crude export ban has been lifted. CITGO's position on the
Gulf allows favorable access to export markets, which is an
important component in maintaining competitive gross margins
relative to peers.

Strong Historical Financial Results Driven by Refining Macro:
Product exports have served as a relief valve for U.S. refiners'
production, helping keep U.S. refinery utilization high. Increased
global refining capacity and moderating economic growth could
increase competition for U.S. exports. However, Fitch believes U.S.
refiners, including CITGO, will remain competitive in export
markets given geographic and cost advantages enjoyed by U.S.
refiners. CITGO has generated $2.9 billion in FCF before dividends
over the past four years.

Fitch expects CITGO EBITDA of approximately $1.1 billion in 2017.
CITGO leverage is forecast at 1.5x in 2017, which is well within
tolerances for the current rating. Fitch models annual capex of
$350 million, which is above estimated maintenance levels but
provides some buffer into modelling dividends available for
distribution to CITGO Holding, as well as potential unforeseen
regulatory and environmental items.

Minimal Refining Capex Program:
CITGO does not have any major expansions planned at any of the
three refineries. Capital spending will largely be targeted at
maintenance and regulatory projects. This provides additional
financial flexibility, as well as the ability to send dividends out
to CITGO Holding for debt service while still maintaining
high-quality refining assets.

CITGO HOLDING

Debt Supported by CITGO Petroleum Cash Flow
Ratings for CITGO Holding are one notch below CITGO Petroleum,
reflecting structural subordination and a reliance on CITGO
Petroleum to provide dividends for debt service. Dividends from
CITGO Petroleum will provide the majority of debt service capacity
at CITGO Holding, and will be driven primarily by refining
economics and the restricted payments basket. As part of the 2015
financing, CITGO Holding purchased $750 million in logistics assets
from CITGO Petroleum, which provide approximately $50 million in
EBITDA at CITGO Holding available for interest payments. These
logistics assets are pledged as collateral under the CITGO Holding
debt package.

KEY ASSUMPTIONS
Fitch's key assumptions within the rating case for CITGO include:

-- No major capital projects over the forecast horizon with annual
CITGO capex of $350 million;
-- Regional crack spreads decline to mean inflation-adjusted
levels over the forecast horizon;
-- Long-run refining gross margin of $9-$10/bbl;
-- No material increases in corporate SG&A and refining opex/bbl;
-- CITGO Petroleum pays approximately 100% of net income to CITGO
Holding.

RATING SENSITIVITIES

CITGO Petroleum
Future developments that may, individually or collectively, lead to
positive rating action include:
-- Improved ratings at PDVSA given the explicit ratings linkage;
-- Stronger structural separations between CITGO and PDVSA leading
to a wider notching rationale between the two;
-- Change in ownership to a higher-rated parent, or changes
leading to a stand-alone credit analysis.

Future developments that may, individually or collectively, lead to
negative rating action include;
-- Weakening or elimination of key covenant protections contained
in the CITGO senior secured debt documents through refinancing or
other means;
-- Changes in Fitch's perception of the ability to refinance debt
following a change-of-control, absent lender consents;
-- Further weakening in credit quality or default at PDVSA;
-- A sustained operational problem at one or more refineries
leading to impaired cash flow forecasts and credit metrics.

CITGO Holding
Future developments that may, individually or collectively, lead to
positive rating action include;
-- Improved ratings at PDVSA or CITGO given the explicit ratings
linkages;
-- Stronger structural separations between CITGO Holdingand PDVSA
leading to a wider notching rationale between the two;
-- Change in ownership to a higher-rated parent, or changes
leading to a stand-alone credit analysis.

Future developments that may, individually or collectively, lead to
negative rating action include;
-- Weakening or elimination of key covenant protections contained
in CITGO Holding senior secured debt through refinancing or other
means;
-- Changes in Fitch's perception of the ability to refinance debt
following a change-of-control, absent lender consents;
-- Further weakening in credit quality or default at PDVSA;
-- Operational problems or weakening long-run fundamentals at
CITGO that negatively affect the dividend stream to CITGO Holding.

LIQUIDITY

CITGO Petroleum
At Sept. 30, 2016 CITGO had approximately $929 million in available
liquidity, consisting of $847 million in revolver availability, $44
million in cash and $38 million in availability on the accounts
receivable facility. Fitch believes this will be adequate for
near-term liquidity requirements in the ordinary course of
business, which would consist primarily of working capital needs
following another large move in crude or product prices. Fitch
expects that capex, dividends and other calls on liquidity will be
funded with operating cash flow. CITGO has no maturities until the
term loan B due in 2021, with remaining principle of $637 million.

CITGO Holding
CITGO Holding's secured term loan B is due in 2018, with a
remaining principle of $654 million. As of Sept. 30, 2016, CITGO
Holding has prepaid approximately $646 million of the term loan B
through mandatory amortization payments and the excess cash flow
feature of the credit agreement. On a consolidated basis, CITGO
Holding reported $95.6 million in cash at Sept. 30, 2016, with
approximately $51 million in unrestricted cash at CITGO Holding,
and restricted cash of $288.8 million.

If a change of control occurs, CITGO Holding would be required to
repay its senior secured term loan B in full within three business
days following such change of control and to make an offer to
purchase its 10.75% senior secured notes. Additionally, CITGO would
be required to make an offer to purchase its 6.25% senior secured
notes.

FULL LIST OF RATING ACTIONS

Fitch has affirmed the following ratings:

CITGO Petroleum Corp.
-- Long-Term IDR at 'B';
-- Senior secured credit facility at 'BB/RR1';
-- Senior secured term loans at 'BB/RR1';
-- Senior secured notes at 'BB/RR1';
-- Fixed-rate industrial revenue bonds at 'BB/RR1'.

CITGO Holding Inc.
-- Long-Term IDR at 'B-';
-- Senior secured term loans at 'B+/RR2';
-- Senior secured notes at 'B+/RR2'.

The Rating Outlook is Stable.


CLIFFS NATURAL: BlackRock Holds 6% Equity Stake as of Dec. 31
-------------------------------------------------------------
In a Schedule 13G filed with the Securities and Exchange
Commission, BlackRock, Inc. disclosed that as of Dec. 31, 2016, it
beneficially owns 13,916,169 shares of common stock of Cliffs
Natural Resources Inc. representing 6 percent of the shares
outstanding.  A full-text copy of the regulatory filing is
available for free at https://is.gd/ZlXYEx

                About Cliffs Natural Resources

Cliffs Natural Resources Inc. --
http://www.cliffsnaturalresources.com/-- is a mining and natural
resources company.  The Company is a major supplier of iron ore
pellets to the U.S. steel industry from its mines and pellet plants
located in Michigan and Minnesota.  Cliffs also produces
low-volatile metallurgical coal in the U.S. from its mines located
in West Virginia and Alabama.  Additionally, Cliffs operates an
iron ore mining complex in Western Australia and owns two
non-operating iron ore mines in Eastern Canada.  Driven by the core
values of social, environmental and capital stewardship, Cliffs'
employees endeavor to provide all stakeholders operating and
financial transparency.

On Jan. 27, 2015, Bloom Lake General Partner Limited and certain of
its affiliates, including Cliffs Quebec Iron Mining ULC commenced
restructuring proceedings in Montreal, Quebec, under the Companies'
Creditors Arrangement Act (Canada).  The initial CCAA order will
address the Bloom Lake Group's immediate liquidity issues and
permit the Bloom Lake Group to preserve and protect its assets for
the benefit of all stakeholders while restructuring and sale
options are explored.

Cliffs Natural reported a net loss attributable to Cliffs common
shareholders of $788 million on $2.01 billion of revenues for the
year ended Dec. 31, 2015, compared to a net loss attributable to
Cliffs common shareholders of $7.27 billion on $3.37 billion of
revenues for the year ended Dec. 31, 2014.

As of Sept. 30, 2016, Cliffs Natural had $1.77 billion in total
assets, $3.17 billion in total liabilities and a $1.40 billion
total deficit.

                          *    *     *

As reported by the TCR on April 19, 2016, Standard & Poor's Ratings
Services said it raised its corporate credit rating on
Cleveland-based Cliffs Natural Resources Inc. to 'CCC+' from 'SD'.

As reported by the TCR on Sept. 13, 2016, Moody's Investors Service
upgraded Cliffs Natural Resources Inc.'s Corporate Family Rating
(CFR) and Probability of Default Rating to Caa1 and Caa1-PD
respectively from Ca and Ca-PD respectively.  The upgrade reflects
the improving trends evidenced in Cliffs performance on
strengthened fundamentals in the US steel industry, the dominant
market for Cliffs iron ore pellets, and an improving order book as
well as the successful renegotiation of the contracts with
ArcelorMittal USA LLC, which had expiry dates of late 2016 and
early 2017.


COALINGA REGIONAL: S&P Affirms 'B-' Ratings on 2008A/B COPs
-----------------------------------------------------------
S&P Global Ratings revised its outlook to stable from negative and
affirmed its 'B-' long-term rating on Coalinga Regional Medical
Center (CRMC), Calif.'s series 2008A certificates of participation
(COPs) and subordinate series 2008B COPs.

"The stable outlook reflects our understanding that in the spring
of 2016, the Department of Health Care Services -- or DHCS --
indicated that they would no longer pursue recoupment of the
MediCal 'clawback'," said S&P Global Ratings credit analyst Melanie
Her.  "As a result, the district no longer has to repay $5 million
in MediCal funds associated with the recoupment.  The rating
further reflects our view of CRMC's second consecutive fiscal year
of positive excess margins following years of operating losses,"
Ms. Her added.

The Coalinga Regional Medical Center Hospital District was
organized under the California local health care district law to
provide medical services to approximately 900 square miles of
southwestern Fresno County.  The facility is about 12 miles from
Interstate 5, the main north-south thoroughfare traversing
California's Central Valley, and is situated about halfway between
San Francisco and Los Angeles.  It offers 24 acute-care beds and 99
long-term care beds.



COBALT INTERNATIONAL: BlackRock Holds 6.1% Stake as of Dec. 31
--------------------------------------------------------------
BlackRock, Inc. disclosed in a Schedule 13G filed with the
Securities and Exchange Commission that as of Dec. 31, 2016, it
beneficially owns 24,957,644 shares of common stock of Cobalt
International Energy Inc. representing 6.1 percent of the shares
outstanding.  A full-text copy of the regulatory filing is
available for free at https://is.gd/VnUG1C

                        About Cobalt

Cobalt International Energy, Inc., is an independent exploration
and production company with operations currently focused in the
deepwater U.S. Gulf of Mexico.  In January 2016, the Company
achieved initial production of oil and gas from the Heidelberg
field.  The Company's exploration efforts in the U.S. Gulf of
Mexico have resulted in four oil and gas discoveries including the
North Platte, Shenandoah, Anchor, and Heidelberg fields, each of
which are in various stages of appraisal and development.  The
Company also has a non-operated interest in the Diaba Block
offshore Gabon.

The Company reported a net loss of $694.4 million in 2015, a net
loss of $510.8 million in 2014 and a net loss of $589 million
in 2013.  As of Sept. 30, 2016, Cobalt had $3.68 billion in total
assets, $2.70 billion in total liabilities and $983.8 million in
total stockholders' equity.

                         *     *     *

S&P Global Ratings lowered its unsolicited corporate credit rating
on U.S.-based oil and gas exploration and production (E&P) company
Cobalt International Energy to 'D' from 'CC', as reported by
the TCR on Dec. 14, 2016.


COBALT INTERNATIONAL: Carlson, et al. Hold 6.8% Stake as of Dec. 31
-------------------------------------------------------------------
Carlson Capital L.P., Asgard Investment Corp., Asgard Investment
Corp. II, Asgard Investment Corp. and Clint D. Carlson disclosed in
a Schedule 13G filed with the Securities and Exchange Commission
that as of Dec. 31, 2016, they beneficially own 28,673,514 shares
of common stock of Cobalt International Energy, Inc. representing
6.87 percent of the shares outstanding.  A full-text copy of the
regulatory filing is available for free at:

                    https://is.gd/KwZwHt

                        About Cobalt

Cobalt International Energy, Inc., is an independent exploration
and production company with operations currently focused in the
deepwater U.S. Gulf of Mexico.  In January 2016, the Company
achieved initial production of oil and gas from the Heidelberg
field.  The Company's exploration efforts in the U.S. Gulf of
Mexico have resulted in four oil and gas discoveries including the
North Platte, Shenandoah, Anchor, and Heidelberg fields, each of
which are in various stages of appraisal and development.  The
Company also has a non-operated interest in the Diaba Block
offshore Gabon.

The Company reported a net loss of $694.4 million in 2015, a net
loss of $510.8 million in 2014 and a net loss of $589 million
in 2013.  As of Sept. 30, 2016, Cobalt had $3.68 billion in total
assets, $2.70 billion in total liabilities and $983.8 million in
total stockholders' equity.

                         *     *     *

S&P Global Ratings lowered its unsolicited corporate credit rating
on U.S.-based oil and gas exploration and production (E&P) company
Cobalt International Energy to 'D' from 'CC', as reported by
the TCR on Dec. 14, 2016.


COBALT INTERNATIONAL: Closes Debt Exchange Transaction
------------------------------------------------------
Cobalt International Energy, Inc., entered into definitive
documents in connection with, and consummated, a debt exchange
transaction with certain holders of the Company's outstanding
2.625% Convertible Senior Notes due 2019 and 3.125% Convertible
Senior Notes due 2024.  The Transaction consisted of the issuance
by the Company of $139,238,000 aggregate principal amount of its
7.750% Second-Lien Senior Secured Notes due 2023 to Holders in
exchange for $137,843,000 aggregate principal amount of 2019 Notes
and $60,009,000 aggregate principal amount of 2024 Notes held by
the Holders.

The Transaction was consummated pursuant to the terms and
conditions set forth in the exchange agreement, dated Jan. 30,
2017, among the Company, the Guarantors and the Holders.

The Additional Notes were issued pursuant to the Second Lien
Indenture, dated Dec. 6, 2016, among the Company, the Guarantors
and Wilmington Trust, National Association, as trustee and
collateral agent, as supplemented by the first supplemental
indenture, dated as of Jan. 30, 2017, among the Company, the
Guarantors and the Trustee.  The Additional Notes mature on Dec. 1,
2023, and bear interest at 7.750% per annum, payable semi-annually
in arrears on each June 1 and December 1, commencing June 1, 2017.
The Additional Notes constitute a further issuance of and form a
single series with the Company's outstanding 7.750% Second-Lien
Senior Secured Notes due 2023 issued pursuant to the Original
Indenture on Dec. 6, 2016, in the principal amount of U.S.
$584,732,000.  The Additional Notes will have identical terms as
the Initial Notes (including, without limitation, an identical
first interest payment) other than the date of issue and the
initial price.  The Additional Notes will be entitled to the same
benefits under the Indenture, the Intercreditor Agreement for the
Notes and the security documents as the Initial Notes.  The
Additional Notes will initially trade under different CUSIP numbers
to the Initial Notes until the expiration of the applicable holding
period under Rule 144 of the Securities Act of 1933, as amended.
On or around the first anniversary of the issue date of the
Additional Notes, the Additional Notes are expected to trade
fungibly with the Initial Notes under a single unrestricted CUSIP
number, subject to applicable law.  After giving effect to the
issuance of the Additional Notes, the Company will have
$723,970,000 principal amount of Notes outstanding.

                         About Cobalt

Cobalt International Energy, Inc., is an independent exploration
and production company with operations currently focused in the
deepwater U.S. Gulf of Mexico.  In January 2016, the Company
achieved initial production of oil and gas from the Heidelberg
field.  The Company's exploration efforts in the U.S. Gulf of
Mexico have resulted in four oil and gas discoveries including the
North Platte, Shenandoah, Anchor, and Heidelberg fields, each of
which are in various stages of appraisal and development.  The
Company also has a non-operated interest in the Diaba Block
offshore Gabon.

The Company reported a net loss of $694.4 million in 2015, a net
loss of $510.8 million in 2014 and a net loss of $589 million
in 2013.  As of Sept. 30, 2016, Cobalt had $3.68 billion in total
assets, $2.70 billion in total liabilities and $983.8 million in
total stockholders' equity.

                         *     *     *

S&P Global Ratings lowered its unsolicited corporate credit rating
on U.S.-based oil and gas exploration and production (E&P) company
Cobalt International Energy to 'D' from 'CC', as reported by
the TCR on Dec. 14, 2016.


COMFORT HOLDING: S&P Lowers Rating on 1st-Lien Term Loan to 'B'
---------------------------------------------------------------
S&P Global Ratings lowered its issue-level rating on Comfort
Holding LLC's first-lien term loan to 'B' from 'B+' and revised the
recovery rating to '3,' from '2', respectively.  The '3' recovery
rating indicates S&P's expectation of meaningful (50%-70%; higher
end of the range) recovery in the event of a payment default.

Comfort Holding has revised its proposed capital structure
increasing the first-lien term loan to $450 million and reducing
the second-lien term loan to $100 million in connection with the
acquisition of the company by private equity sponsor Bain Capital
L.P.

At the same time, S&P is affirming the 'CCC+' issue-level rating on
the company's second-lien term loan.  The recovery rating remains
'6', indicating S&P's expectation of negligible (0%-10%)recovery in
the event of a payment default.

The 'B' corporate credit rating on Comfort Holding is unchanged.
The outlook remains stable.

Comfort Holding LLC has recently appended its proposed financing in
connection with its acquisition by private equity sponsor Bain
Capital.  The revised capital structure has moved $25 million to
the first-lien term loan from the second-lien term loan.  The new
capital structure consists of a $450 million first-lien term loan
and a $100 million second-lien term loan.  The company is also
planning to establish a $125 million asset-backed lending credit
facility.

"The rating actions reflect reduced recovery prospects for the
first-lien creditors as a result of an increase in first lien
debt," said S&P Global Ratings credit analyst Mark Tarnecki.

The stable outlook reflects S&P's view that Comfort Holding's
EBITDA margins will improve in 2017, compared with 2015 levels, due
to cost-saving initiatives being implemented.  It is S&P's view
that the margins will remain relatively stable thereafter because
the company has a leading position in the niche markets in which it
operates.  S&P don't expect additional meaningful debt-funded
acquisitions or shareholder rewards in its base-case forecast.  S&P
believes that stable EBITDA margins will result in gradually
improving credit measures as the company generates cash and, in the
absence of the utilization of the cash, for shareholder rewards.
S&P expects the company to maintain FFO to total adjusted debt of
approximately 10% over the next 12 months.

S&P could lower the ratings within the next 12 months if the
company's financial policy is more aggressive than expected.
Alternatively, S&P could lower ratings if EBITDA margins were to
decline significantly from forecasts or from the loss of a key
customer so that credit metrics weakened below S&P's expectations
of FFO to debt below 6% or debt to EBITDA increased above 6x on a
sustained basis.  Along the same lines, S&P could lower the ratings
if the company experienced a material drop in revenues from loss of
a key customer or competitive pressures.  In addition, S&P could
downgrade the company if liquidity weakened to levels it would
consider less than adequate, including if projected sources of
funds over a 12-month period declined below 1.2x uses of funds.

Given the company's aggressive financial policy and highly
leveraged financial risk profile, S&P views an upgrade over the
next 12 months as unlikely.  For an upgrade, the company and its
ownership would need to commit to maintaining credit measures in a
range appropriate for an aggressive financial risk profile and
demonstrate this commitment.  S&P could also raise the rating if
FFO to debt were to increase above 15%, and S&P believed the
company would follow a financial policy that would support metrics
commensurate with a higher rating.


COMM MORTGAGE 2000-C1: Fitch Affirms 'Dsf' Rating on Cl. H Notes
----------------------------------------------------------------
Fitch Ratings has affirmed all classes of COMM Mortgage Trust
commercial mortgage pass-through certificates series 2000-C1. In
addition, Fitch has revised the Rating Outlook on class G to
Negative from Stable.

KEY RATING DRIVERS

The affirmation of class G is based on the expected recovery of the
only loan remaining in the pool. Although the class has high credit
enhancement, the rating is capped at 'Bsf' due to high
concentration of the remaining collateral (100% of the pool
represented by one remaining loan) and the binary risk related to
the single tenant nature of the remaining property. The
affirmations of all other classes reflect previously incurred
losses.

The pool has experienced $45.2 million (5% of the original pool
balance) in realized losses to date. As of the January 2017
distribution date, the pool's aggregate principal balance has been
reduced by 99.0% to $8.7 million from $897.9 million at issuance.
Interest shortfalls are currently affecting the class H through O
notes totalling $4.8 million.

Recovery Analysis: Based on the remaining proceeds in class G
relative to the outstanding loan amount, the trust would need to
recover approximately 25% of the outstanding loan proceeds to repay
this class. Fitch considers a high likelihood of this recovery
amount given the low leverage point needed for this scenario.

High Concentrations: The transaction has only one loan remaining in
the pool, which is secured by a 147,000 square foot retail property
located in Bloomingdale, IL and is 100% leased to Carson Pirie
Scott, a subsidiary of Bon-Ton, on an absolute net basis. The store
is located within the Stratford Square Mall, which has five other
anchor tenants including Macy's, Sears, Kohl's, Burlington Coat
Factory and Round One. JC Penney, a former anchor tenant at the
mall, vacated in 2014. Macy's is expected to vacate in the near
future as the store was listed on the company's 2017 store closure
list. The Carson's lease expires in January 2024, which is
coterminous with the loan's maturity. The debt service coverage
ratio remains at 1.0x as of September 2016.

RATING SENSITIVITIES

A downgrade to class G is possible if the collateral tenant were to
vacate its space or in the event that negative leasing activity
accelerates at the center. An upgrade to the class is not likely.

Fitch has affirmed the following classes and revises Rating
Outlooks as indicated:

-- $2.3 million class G notes at 'Bsf'; Outlook to Negative
    from Stable;
-- $6.4 million class H notes at 'Dsf'; RE 60%;
-- $0 Class J notes at 'Dsf'; RE 0%;
-- $0 Class K notes at 'Dsf'; RE 0%;
-- $0 Class L notes at 'Dsf'; RE 0%;
-- $0 Class M notes at 'Dsf'; RE 0%;
-- $0 Class N notes at 'Dsf'; RE 0%.

Fitch does not rate the class O notes and previously withdrew the
ratings on the X notes. Classes A-1, A-2, B, C, D, E, and F notes
have paid in full.


CONSOL ENERGY: S&P Raises CCR to 'B+', Off CreditWatch Positive
---------------------------------------------------------------
S&P Global Ratings raised its ratings, including its long-term
corporate credit and senior unsecured debt ratings, on Consol
Energy Inc. to 'B+' from 'B'.  In addition, S&P is removing the
ratings from CreditWatch where it placed them with positive
implications on Nov. 4, 2016.

S&P has completed its review of its ratings on Consol following the
company's termination of its Marcellus shale drilling joint
venture, and its reduction in exposure to coal mining operations.

The recovery rating on the company's senior unsecured debt remains
'4', indicating S&P's expectation of average (30%-50%; higher end
of the range) recovery in the event of a payment default.

S&P also raised the unsolicited rating on the company's senior
secured debt to 'BB' From 'BB-'.  The recovery rating on this debt
remains '1', indicating S&P's expectation of very high (90%-100%
recovery in the event of a payment default.

"The upgrade follows our assessment that Consol's credit measures
will improve beyond our expectations for the 'B' rating due to the
termination of a Marcellus shale drilling joint venture and
improved natural gas prices," said S&P Global Ratings credit
analyst Ben Tsocanos.  "We also note that the company has reduced
its exposure to legacy coal mining liabilities, which we view as a
favorable credit factor," he added.

S&P based the positive outlook on its view that Consol's credit
measures could improve if the company successfully executes its
asset sale plans and uses proceeds to reduce debt, and if the
company increases natural gas production while containing costs.
S&P also views current commodity prices and the company's reduction
in exposure to legacy coal liabilities as constructive for credit
quality.  S&P could raise ratings on Consol if leverage improves
such that projected FFO to debt improves to the higher end of the
12%-20% range.

S&P could revise the outlook to stable if it expects little
improvement in Consol's leverage over the next two years.  This
could happen if Consol is unable meet its gas production growth
goals, if costs exceed expectations or asset sales proceeds are
less than anticipated.  Lower commodity prices or a change in
management's financial policy such that credit improvement becomes
a lower priority could also result in an outlook revision.


CORPORATE RESOURCE: Trustee Taps Jenner & Block as Counsel
----------------------------------------------------------
James S. Feltman, the Chapter 11 Trustee of TS Employment, Inc. and
Corporate Resource Services, Inc., et al., asks for permission from
the U.S. Bankruptcy Court for the Southern District of New York to
employ Jenner & Block LLP as special litigation counsel to the
Trustee.

The Trustee requires Jenner & Block to advise and represent the
Trustee in connection with, and the scope of Jenner & Block's
engagement and duties shall relate solely to, the investigation,
evaluation and prosecution of claims against the Debtors'
respective insiders, affiliates, lenders, and professionals, and
such additional persons as may be identified during the course of
counsel's investigation.

In connection with the initial investigation and evaluation of
potential claims, Jenner & Block's fees will be based upon hours
charged, recorded in tenth of an hour increments, at Jenner &
Block's scheduled rates which are in effect at the time the
services are performed plus expenses incurred during the
investigation and evaluation of claims. The Trustee and Jenner &
Block have agreed that the actual amount of compensation Jenner &
Block may receive from the estates for its fees incurred related to
the investigation and evaluation of potential claims shall not
exceed $750,000. Although this $750,000 cap on payment of fees
incurred related to the investigation and evaluation of potential
claims applies across both the TSE case and the CRS Debtors' cases,
Jenner & Block will keep separate time records for the TSE case and
the CRS Debtors' cases and submit separate fee applications in both
cases, which will be paid by the estate for whose benefit the fees
were incurred.

Jenner & Block will charge for these legal services on an hourly
basis in accordance with its ordinary and customary hourly rates in
effect as of January 1, 2017:

       Vincent E. Lazar          $1,025
       Partners                  $770-$1,250
       Counsel                   $625-$750
       Associates                $445-$795
       Staff Attorneys           $380-$480
       Discovery Attorneys       $175
       Electronic Litigation
       Support                   $365
       Paralegals                $305-$365
       Project Assistants        $205-$215

As claims are identified and evaluated during the course of Jenner
& Block's investigation, Jenner & Block and the Trustee will
determine whether they should be prosecuted by Jenner & Block on a
contingency fee basis, or whether it would be more appropriate for
other counsel to prosecute certain of the claims and/or that they
be prosecuted on different basis. For any claims the Trustee and
Jenner & Block conclude and agree should be prosecuted by Jenner &
Block on a contingency fee basis, except as otherwise agreed by the
Trustee and Jenner & Block and approved by the Court, Jenner &
Block shall not be entitled to compensation on an hourly basis, but
instead shall be entitled to a percentage contingency fee ranging
from 7.5% to 34% of net cash recoveries paid to either the TSE
estate of the CRS Debtors' estates, depending on the nature of the
claim, the stage of the litigation and other factors.

Jenner & Block will also be reimbursed for reasonable out-of-pocket
expenses incurred.

Vincent E. Lazar, partner of Jenner & Block, 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.

In accordance with Appendix B-Guidelines for Reviewing Applications
for Compensation and Reimbursement of Expenses Filed under 11
U.S.C. Sec. 330 for Attorneys in Larger Chapter 11 Cases, the
following is provided in response to the request for additional
information:

    -- Jenner has agreed that it shall not be paid more than     
       $750,000 for its work during the claim investigation and
       evaluation stage of the representation. Further, Jenner has

       agreed to a contingency fee arrangement for work done in    

       connection with the prosecution of any claims.

    -- The Trustee has approved Jenner's budget and staffing plan,

       which is reflected in the $750,000 investigation payment
       cap and the contingency fee arrangement for the prosecution

       of claims determined and agreed that they should be
       prosecuted by Jenner. I believe that the investigation fee
       payment cap and contingency fee arrangement obviate the
       need for a more detailed budget that would be appropriate
       in other cases billed on an hourly basis.

Jenner & Block can be reached at:

       Vincent E. Lazar
       JENNER & BLOCK LLP
       353 North Clark Street
       Chicago, IL 60654-3456
       Tel: (312) 923-2989
       Fax: (312) 840-7389
       E-mail: vlazar@jenner.com

                 About Corporate Resource Services

Corporate Resource Services, Inc., is a provider of corporate
employment and human resource solutions, headquartered in New
York. CRS leases its headquarters and does not own any real
property. About 90% of CRS shares are owned by Robert Cassera and
the balance are traded OTC.

As of Dec. 31, 2014, CRS was one of the largest employment staffing
companies in the U.S., providing employment and human resources
solutions for corporations with annual sales of about one billion
dollars. In February 2015, CRS began an orderly wind down of
operations after discovering that TS Employment, Inc., a privately
held company owned by Mr. Cassera, failed to remit tens of millions
of dollars of the Debtors' withholding taxes to taxing
authorities.

TS Employment Inc., a professional employer organization that
provided payroll-related services for CRS, sought Chapter 11
protection (Bankr. S.D.N.Y. Case No. 15-10243) in Manhattan on Feb.
2, 2015. TSE tapped Scott S. Markowitz, Esq., at Tarter Krinsky &
Drogin LLP, in New York, as counsel.  Realization Services Inc.
serves as the Debtor's consultant. The case is before Judge Martin
Glenn.

CRS and its subsidiaries sought Chapter 11 protection (Bankr. D.
Del. Lead Case No. 15-11546) on July 23, 2015, to complete their
orderly wind down of operations. The CRS Debtors tapped (a) Gellert
Scali Busenkell & Brown, LLC, as bankruptcy counsel, (b) Wilmer
Cutler Pickering Hale & Dorr LLP, as special counsel; (c) Carter
Ledyard & Milburn LLP, as special SEC counsel, (d) SSG Capital
Advisors as financial advisors and investment bankers, and (e) Rust
Omni LLC as claims agent.

CRS estimated $10 million to $50 million in assets and $50 million
to $100 million in debt.

The CRS Debtors' cases were transferred to New York (Bankr.
S.D.N.Y. Lead Case No. 15-12329), on August 18, 2015, and assigned
to Judge Martin Glenn.

James S. Feltman has been appointed as Chapter 11 trustee for the
CRS Debtors and for TS Employment, Inc. He has tapped Togut, Segal
& Segal LLP as counsel.


COSI INC: Court Extends Exclusive Plan Filing Period to Feb. 9
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Massachusetts
extended Cosi, Inc., et al.'s exclusive period for filing a chapter
11 plan to February 9, 2017, and its exclusive period for
soliciting acceptances to the plan to April 10, 2017.

The Debtors were previously given until January 31, 2017 to file a
chapter 11 plan.

As previously reported in the Troubled Company Reporter, the
Debtors related that they sold substantially all of their assets to
LIMAB, LLC.  The Debtors further related that LIMAB had the Debtors
transfer ownership of their assets to LIMAB pursuant to a plan of
reorganization instead of by a purchase of assets.

The Debtors noted that LIMAB is operating the Debtors' business
pursuant to a Court-approved interim operating agreement.  The
Debtors said that they had been focused on negotiating and
implementing the operating agreement.

The Debtors further said they were working with the major plan
constituencies in an attempt to reach an agreement on key plan
provisions.  

                     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.



CREATIVE ARTISTS: Moody's Assigns B2 Rating to Proposed Term Loan B
-------------------------------------------------------------------
Moody's Investors Service assigned a B2 rating to Creative Artists
Agency, LLC's (CAA) proposed term loan B and the corporate family
rating (CFR) is unchanged at B2. The outlook remains stable.

The proposed term loan B will be increased by $160 million to
approximately $778 million in order to fund a dividend to
shareholders, including TPG Capital and members, as well as pay
transaction related expenses. Leverage pro-forma for the
transaction will increase to 6x (including Moody's standard
adjustments) as of Q4 2016 and the maturity date of the term loan
will be extended out to 2024 from 2021. The transaction represents
the third increase of the term loan since the initial term loan
closed in December 2014. The rating on the existing term loan B due
2021 will be withdrawn upon repayment.

Issuer: Creative Artists Agency, LLC

Corporate Family Rating, unchanged at B2

Probability of Default Rating, unchanged at B3-PD

$125 million revolving credit facility due June 2021, unchanged at
B2 (LGD3)

Proposed $778 million seven year first lien term loan B, assigned
a B2 (LGD3)

Outlook, remains stable

RATINGS RATIONALE

Creative Artists Agency, LLC's (CAA) B2 corporate family rating
(CFR) reflects the company's global business model with leading
talent representation positions in motion pictures, television,
music, and sports. The company also benefits from contractual
revenues from TV packages and sports contracts that provide some
visibility to future results. CAA's leverage pro-forma for the
proposed transaction is 6x as of Q4 2016 (including Moody's
standard adjustments). The rating is constrained by the high level
of distributions to its members, although Moody's anticipates that
cash compensation will be limited to the lesser of 63% of gross
revenue or 83.5% of gross revenue less non-compensation operating
expense (as defined in the investment agreement). The high
compensation expense (including member distributions) limits free
cash flow available for debt repayment or new acquisitions. The
rating also includes CAA's dependence on its employee base to drive
revenues and its limited tangible asset value. The company has been
acquisitive over the past few years and Moody's anticipates that
CAA will continue to look for potential acquisitions that would
further diversify its business model or enhance its existing
businesses as well as reduce the cyclicality of the firm.
Acquisitions have been funded with additional debt or equity
historically and Moody's expects the type of funding of future
acquisitions to have an impact on leverage going forward.

Moody's expects liquidity will be adequate due to CAA's
unrestricted cash balance of $117 million as of Q4 2016 and its
access to an undrawn $125 million revolver ($16 million of L/Cs
outstanding). The maturity date of the revolver was extended in
2016 to June 2021 from December 2019. Moody's anticipates the cash
balance will be impacted by the seasonality of the business as well
as employee bonuses and member distributions following the
company's year end. The revolver is subject to a springing senior
secured first lien net leverage covenant when 30% is drawn of 6x
with an additional step down to 5.75x in Q4 2017. CAA is expected
to seek an amendment to provide additional flexibility to make
permitted investments and restricted payments. The first lien term
loan will be covenant lite. CAA has the ability to issue an
unlimited amount of additional debt subject to a 4.5x secured first
lien net leverage test. The company is also permitted to repurchase
its debt through a Dutch auction.

The outlook is stable and reflects Moody's expectations for
continued EBITDA growth aided by acquisitions and recently
implemented cost savings initiatives. While EBITDA growth should
lead to a decline in leverage well below 6x, Moody's anticipates
that leverage levels will likely be determined by the financial
policy of the firm and how future acquisitions are funded.

The ratings could be upgraded if leverage declined to the low 4x
range on a sustained basis including Moody's standard adjustments
with positive organic revenue and EBITDA growth. A good liquidity
profile (including free cash flow as a percentage of debt in excess
of 5%) would also be needed in addition to confidence that the
private equity owners intend to maintain leverage below the stated
level.

Ratings could be downgraded if leverage increased above 6.5x on a
sustained basis due to declines in operating performance or
additional debt funded transactions. A decline in its liquidity
position could also lead to negative rating action.

The principal methodology used in this rating was "Business and
Consumer Service Industry" published in October 2016.

Creative Artists Agency, LLC (CAA) is a global talent
representation agency with leading positions in motion pictures,
television, music, and sports and includes television packaging
rights, commercial endorsements, and other business services. TPG
Capital owns almost 60% of the company.


CREATIVE REALITIES: Investor Presentation Available at Website
--------------------------------------------------------------
Creative Realities, Inc., presented to investors materials that
addressed unaudited results for its fourth quarter ended Dec. 31,
2016.  A copy of this Investor Presentation can be found on the
Company's Web site: CRI.COM.

On Jan. 30, 2017, the Company posted to its Web site materials that
were used in conjunction with an investor presentation regarding
its unaudited results for its fourth quarter ended Dec. 31, 2017. A
copy of these materials can be found on the Company's website:
CRI.COM.

                 About Creative Realities, Inc.

Creative Realities, Inc., is a Minnesota corporation that provides
innovative shopper marketing and digital marketing technology and
solutions to retail companies, individual retail brands,
enterprises and organizations throughout the United States and in
certain international markets.  Creative Realities have expertise
in a broad range of existing and emerging shopper and digital
marketing technologies, as well as the related media management and
distribution software platforms and networks, device management,
product management, customized software service layers, systems,
experiences, workflows, and integrated solutions.  Its technology
and solutions include: digital merchandising systems and
omni-channel customer engagement systems, interactive digital
shopping assistants, advisors and kiosks, and other interactive
marketing technologies such as mobile, social media, point-of-sale
transactions, beaconing and web-based media that enable its
customers to transform how they engage with consumers.

Creative Realities reported a net loss attributable to common
shareholders of $8.31 million for the year ended Dec. 31, 2015,
following a net loss attributable to common shareholders of $5.01
million for the year ended Dec. 31, 2014.

As of Sept. 30, 2016, the Company had $22.25 million in total
assets, $14.49 million in total liabilities, $3.82 million in
convertible preferred stock and $3.92 million in total
shareholders' equity.

EisnerAmper LLP, in Iselin, New Jersey, issued a "going concern"
qualification on the consolidated financial statements for the year
ended Dec. 31, 2015, citing that the Company has incurred recurring
losses, has negative cash flows from operations and has a working
capital deficit, all of which collectively raise substantial doubt
about its ability to continue as a going concern.


CROSSROADS CENTER: $8.9MM Loan Transferred to Special Servicer
--------------------------------------------------------------
Moody's Investors Service has upgraded the ratings on three classes
and affirmed the ratings on nine classes in CFCRE Commercial
Mortgage Trust, Series 2011-C2:

Cl. A-2, Affirmed Aaa (sf); previously on Aug 11, 2016 Affirmed Aaa
(sf)

Cl. A-3, Affirmed Aaa (sf); previously on Aug 11, 2016 Affirmed Aaa
(sf)

Cl. A-4, Affirmed Aaa (sf); previously on Aug 11, 2016 Affirmed Aaa
(sf)

Cl. A-J, Affirmed Aaa (sf); previously on Aug 11, 2016 Affirmed Aaa
(sf)

Cl. B, Upgraded to Aaa (sf); previously on Aug 11, 2016 Affirmed
Aa1 (sf)

Cl. C, Upgraded to Aa3 (sf); previously on Aug 11, 2016 Affirmed A1
(sf)

Cl. D, Upgraded to A2 (sf); previously on Aug 11, 2016 Affirmed A3
(sf)

Cl. E, Affirmed Baa3 (sf); previously on Aug 11, 2016 Affirmed Baa3
(sf)

Cl. F, Affirmed Ba2 (sf); previously on Aug 11, 2016 Affirmed Ba2
(sf)

Cl. G, Affirmed B2 (sf); previously on Aug 11, 2016 Affirmed B2
(sf)

Cl. X-A, Affirmed Aaa (sf); previously on Aug 11, 2016 Affirmed Aaa
(sf)

Cl. X-B, Affirmed Ba3 (sf); previously on Aug 11, 2016 Affirmed Ba3
(sf)

RATINGS RATIONALE

The ratings on seven P&I classes were affirmed because the
transaction's key metrics, including Moody's loan-to-value (LTV)
ratio, Moody's stressed debt service coverage ratio (DSCR) and the
transaction's Herfindahl Index (Herf), are within acceptable
ranges.

The ratings on three P&I classes were upgraded based primarily on
an increase in credit support resulting from loan paydowns and
amortization. The deal has paid down 26% since Moody's last review
and approximately 50% since securitization.

The ratings on two IO classes, Classes X-A and X-B, were affirmed
based on the credit performance (or the weighted average rating
factor or WARF) of the referenced classes.

Moody's rating action reflects a base expected loss of 5.1% of the
current balance, compared to 2.7% at Moody's last review. Moody's
base expected loss plus realized losses is now 2.6% of the original
pooled balance, compared to 1.8% at the last review. Moody's
provides a current list of base expected losses for conduit and
fusion CMBS transactions on moodys.com at
http://www.moodys.com/viewresearchdoc.aspx?docid=PBS_SF215255.

FACTORS THAT WOULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATING:

The performance expectations for a given variable indicate Moody's
forward-looking view of the likely range of performance over the
medium term. Performance that falls outside the given range can
indicate that the collateral's credit quality is stronger or weaker
than Moody's had previously expected.

Factors that could lead to an upgrade of the ratings include a
significant amount of loan paydowns or amortization, an increase in
the pool's share of defeasance or an improvement in pool
performance.

Factors that could lead to a downgrade of the ratings include a
decline in the performance of the pool, loan concentration, an
increase in realized and expected losses from specially serviced
and troubled loans or interest shortfalls.

METHODOLOGY UNDERLYING THE RATING ACTION

The methodologies used in these ratings were "Approach to Rating US
and Canadian Conduit/Fusion CMBS" published in December 2014,
"Moody's Approach to Rating Structured Finance Interest-Only
Securities" published in October 2015 and "Moody's Approach to
Rating Large Loan and Single Asset/Single Borrower CMBS" published
in October 2015.

DESCRIPTION OF MODELS USED

Moody's review used the excel-based CMBS Conduit Model, which it
uses for both conduit and fusion transactions. Credit enhancement
levels for conduit loans are driven by property type, Moody's
actual and stressed DSCR, and Moody's property quality grade (which
reflects the capitalization rate Moody's uses to estimate Moody's
value). Moody's fuses the conduit results with the results of its
analysis of investment grade structured credit assessed loans and
any conduit loan that represents 10% or greater of the current pool
balance.

Moody's uses a variation of Herf to measure the diversity of loan
sizes, where a higher number represents greater diversity. Loan
concentration has an important bearing on potential rating
volatility, including the risk of multiple notch downgrades under
adverse circumstances. The credit neutral Herf score is 40. The
pool has a Herf of nine, compared to a Herf of 14 at Moody's last
review.

When the Herf falls below 20, Moody's uses the excel-based Large
Loan Model and then reconciles and weights the results from the
conduit and large loan models in formulating a rating
recommendation. The large loan model derives credit enhancement
levels based on an aggregation of adjusted loan-level proceeds
derived from Moody's loan-level LTV ratios. Major adjustments to
determining proceeds include leverage, loan structure and property
type. Moody's also further adjusts these aggregated proceeds for
any pooling benefits associated with loan level diversity and other
concentrations and correlations.

DEAL PERFORMANCE

As of the January 18, 2017 distribution date, the transaction's
aggregate certificate balance has decreased by 50% to $389 million
from $774 million at securitization. The certificates are
collateralized by 32 mortgage loans ranging in size from less than
1% to 24% of the pool, with the top ten loans constituting 66% of
the pool. Five loans, constituting 10% of the pool, have defeased
and are secured by US government securities.

Five loans, constituting 13% of the pool, are on the master
servicer's watchlist. The watchlist includes loans that meet
certain portfolio review guidelines established as part of the CRE
Finance Council (CREFC) monthly reporting package. As part of
Moody's ongoing monitoring of a transaction, the agency reviews the
watchlist to assess which loans have material issues that could
affect performance.

Three loans, constituting 5.9% of the pool, are in special
servicing as of the January distribution date. The largest
specially serviced loan is the LAD SpringHill Suites Loan ($10.1
million -- 2.6% of the pool), which is secured by a limited service
four-story hotel built in 2008 and located in Bossier City,
Louisiana. The loan transferred to special servicing in February
2015 for imminent default and became real estate owned through a
deed-in-lieu in August 2015.

The second largest specially serviced loan is the Crossroads Center
Loan ($8.9 million -- 2.3% of the pool), which is secured by a
mixed-use office and retail property located in Roanoke, Virginia
near the Roanoke Airport. The loan transferred to special servicing
in December 2016 for maturity default.

The remaining specially serviced loan is secured by a mixed-use
property. Moody's estimates an aggregate $13.0 million loss for the
specially serviced loans (57% expected loss on average).

Moody's received full year 2015 operating results for 98% of the
pool and partial year 2016 operating results for 100% of the pool.
Moody's weighted average conduit LTV is 80%, compared to 76% at
Moody's last review. Moody's conduit component excludes loans with
structured credit assessments, defeased and CTL loans, and
specially serviced and troubled loans. Moody's net cash flow (NCF)
reflects a weighted average haircut of 13% to the most recently
available net operating income (NOI). Moody's value reflects a
weighted average capitalization rate of 9%.

Moody's actual and stressed conduit DSCRs are 1.58X and 1.34X,
respectively, compared to 1.71X and 1.46X at the last review.
Moody's actual DSCR is based on Moody's NCF and the loan's actual
debt service. Moody's stressed DSCR is based on Moody's NCF and a
9.25% stress rate the agency applied to the loan balance

The top three conduit loans represent 42% of the pool balance. The
largest loan is the RiverTown Crossings Mall Loan ($91.9 million --
23.6% of the pool), which represents a pari-passu portion of a
$143.4 million senior mortgage loan. The loan is secured by a
635,769 square feet (SF) portion within a 1.2 million SF regional
mall located in Grandville, Michigan. The property was built in
2000 and is anchored by Macy's, Younkers, Sears, Kohl's, J.C.
Penney, Dick's Sporting Goods and Celebration Cinemas. Only Dick's
and Celebration Cinemas are part of the collateral. The other loan
portion is held in COMM 2012-CCRE1 Mortgage Trust. Moody's LTV and
stressed DSCR are 66% and 1.43X, respectively, compared to 67% and
1.42X at the last review.

The second largest loan is the Shops at Solaris Loan ($41.1 million
-- 10.6% of the pool), which is secured by a 70,023 SF retail
property located in Vail, Colorado. The property was built in 2010.
As of September 2016, the property was 100% leased. There is
limited rollover and more than 60% of the tenant leases extend
beyond the loan term. Moody's LTV and stressed DSCR are 59% and
1.55X, respectively, compared to 60% and 1.54X at the last review.

The third largest loan is the DC Mixed Use Portfolio A Loan ($30.5
million -- 7.8% of the pool), which is secured by nine cross
collateralized, cross defaulted properties totaling 95,844 SF
located in Washington DC (8 properties) and northern Virginia (1
property). The nine properties contain a mix of retail, office and
mixed-use buildings which the Sponsor acquired between 1988 and
2008. Collectively, the properties were 94% occupied as of June
2016. Moody's LTV and stressed DSCR are 91% and 1.16X,
respectively, compared to 95% and 1.14X at the last review.



CURO GROUP: Moody's Rates $460MM Senior Secured Notes 'Caa1'
------------------------------------------------------------
Moody's Investors Service upgraded Curo Group Holdings Corp.'s
corporate family rating and Curo Intermediate Holdings Corp.'s
senior secured rating to Caa1 from Caa3, and Curo Group Holdings
Corp.'s senior unsecured rating to Caa3 from Ca. In the same rating
action, Moody's assigned a Caa1 rating to the planned
$460 million 5-year senior secured notes to be issued by Curo
Financial Technologies Corp. The outlook is stable on all ratings.

The rating action follows Curo Group Holdings Corp.'s debt offer
announcement on 31 January 2017, whereby it expects to issue $460
million 5-year senior secured notes to partially fund refinancing
of its existing $415 million 2018 senior secured and $125 million
2017 unsecured notes.

When the expected refinancing is consummated, Moody's expects to
withdraw the ratings on the existing obligations.

Issuer: Curo Group Holdings Corp.

Upgrades:

-- Corporate Family Rating, Upgraded to Caa1 Stable from Caa3,
Negative

-- Senior Unsecured (Local), Upgraded to Caa3 Stable from Ca,
Negative

Outlook Actions:

-- Outlook, Changed To Stable From Negative

Issuer: Curo Intermediate Holdings Corp.

Upgrades:

-- Backed Senior Secured (Local), Upgraded to Caa1 Stable from
Caa3, Negative

Outlook Actions:

-- Outlook, Changed To Stable From Negative

Issuer: Curo Financial Technologies Corp.

Assigned:

-- Senior Secured, Assigned Caa1, Stable

Outlook Actions:

-- Outlook, Stable

RATINGS RATIONALE

The rating action reflects a positive credit development for Curo
given that the new 5-year debt offering will mitigate the company's
near-term refinancing risk. The transaction, together with the
planned refinancing of the existing obligations, will also reduce
the amount of the company's corporate debt. Importantly, Curo's
existing bondholders will not realize any loss on the contemplated
refinancing, given that the company expects to pay off its existing
obligations at par, with the proceeds from the new debt offering
and cash on hand.

Compared to most of its payday lending peers, Curo has stronger
profitability and lower leverage, and if the transaction is
consummated as planned, the company will also have no near-term
refinancing risk. As of 30 September 2016, Curo's leverage ratio of
total debt to last twelve-month EBITDA, when including $84 million
of SPV borrowings made subsequent to quarter-end, measured
approximately 3.5x. Pro-forma for the announced transaction, the
leverage ratio would be approximately 3.1x.

Factors currently constraining Curo's ratings are regulatory risk
and business risk related to the company transitioning its focus to
underwriting-based longer-term lending, further exacerbated by its
negative tangible common equity.

Curo's ratings could be upgraded if it 1) demonstrates a successful
transition to underwriting-based installment lending, as evidenced
by solid and stable profitability with minimum amounts of
restructuring and other unforeseen operating expenses with
well-managed asset quality and sufficient liquidity and 2) builds
its tangible common equity to at least 4% of tangible assets.

Curo's ratings could be downgraded if the planned debt offering and
refinancing are not consummated as planned, and would continue to
reflect the company's significant debt refinancing risk.

The principal methodology used in these ratings was Finance
Companies published in December 2016.


DAVIS HOLDING: Disclosure Statement Hearing Set for March 14
------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Indiana is
set to hold a hearing on March 14, at 10:00 a.m., to consider
approval of the disclosure statement explaining the Chapter 11 plan
of reorganization of Davis Holding Co., LLC.

The hearing will take place at Room 103, Federal Building, 121 W.
Spring Street, New Albany, Indiana.  Objections must be filed at
least five days prior to the hearing.

Under the restructuring plan, Class 4 unsecured creditors will get
5% of their allowed claims.  

                       About Davis Holding

Davis Holding Co., LLC filed a chapter 11 petition (Bankr. S.D.
Ind. Case No. 16-91361) on August 24, 2016.  The petition was
signed by Gregory N. Davis, sole member.  The Debtor is represented
by David M. Cantor, Esq. and William P. Harbison, Esq., at Seiller
Waterman LLC.  The case is assigned to Judge Basil H. Lorch III.
The Debtor estimated assets at $500,000 to $1 million and
liabilities at $1 million to $10 million at the time of the filing.


DELCATH SYSTEMS: Releases January 2017 Investor Presentation
------------------------------------------------------------
Delcath Systems, Inc., filed a current report on Form 8-K with the
Securities and Exchange Commission to disclose information
contained in an investor presentation to be used by the Company at
various meetings with institutional investors and analysts.

The Company expressly disclaims any obligation to update or revise
any of the information contained in the Presentation.

The Presentation is available on the Company's investor relations
website located at delcath.com/investors, although the Company
reserves the right to discontinue that availability at any time.

The Presentation can also be accessed at https://is.gd/TXn8hk

                        About Delcath

Delcath Systems, Inc. is an interventional oncology Company focused
on the treatment of primary and metastatic liver cancers. The
Company's investigational product -- Melphalan Hydrochloride for
Injection for use with the Delcath Hepatic Delivery System
(Melphalan/HDS) -- is designed to administer high-dose chemotherapy
to the liver while controlling systemic exposure and associated
side effects.  The Company has commenced a global Phase 3 FOCUS
clinical trial for Patients with Hepatic Dominant Ocular Melanoma
(OM) and a global Phase 2 clinical trial in Europe and the U.S. to
investigate the Melphalan/HDS system for the treatment of primary
liver cancer (HCC) and intrahepatic cholangiocarcinoma (ICC).
Melphalan/HDS has not been approved by the U.S. Food & Drug
Administration (FDA) for sale in the U.S. In Europe, our system has
been commercially available since 2012 under the trade name Delcath
Hepatic CHEMOSAT Delivery System for Melphalan (CHEMOSAT), where it
has been used at major medical centers to treat a wide range of
cancers of the liver.

Delcath reported a net loss of $14.7 million in 2015, a net loss of
$17.4 million in 2014 and a net loss of $30.3 million in 2013.

As of Sept. 30, 2016, Delcath had $36.98 million in total assets,
$32.49 million in total liabilities and $4.48 million in total
stockholders' equity.

Grant Thornton LLP, in New York, New York, issued a "going concern"
qualification on the consolidated financial statements for the year
ended Dec. 31, 2015, citing that the Company has incurred recurring
losses from operations and as of Dec. 31, 2015, has an accumulated
deficit of $261 million.  These conditions raise substantial doubt
about the Company's ability to continue as a going concern.


DISH NETWORK: Moody's Says Asset Transfer with Echostar Credit Pos
------------------------------------------------------------------
Moody's Investors Service said that DISH Network Corporation's
(DISH, its wholly owned subsidiary - DISH DBS Corp. Ba3 CFR)
announcement on January 31, 2017, that it entered into an asset
exchange agreement with Echostar Corporation (Echostar, not rated)
in which DISH will receive Echostar's Technologies businesses (ETC)
and other assets in exchange for DISH's 80% tracking stock in
Hughes Satellite Systems Corporation (Hughes, B1 stable) is credit
positive. Included in the other assets is the remaining 10% equity
stake in Sling TV. The transaction is expected to be tax-free and
will not result in any additional indebtedness. Moody's believe the
ETC business will be credit positive for DISH, as these assets are
responsible for designing, developing and distributing DISH's set
top boxes, as well as providing end-to-end techonology solutions,
all of which DISH is highly dependent upon. Although Moody's
considers this transaction credit positive for DISH for several
reasons, it would be explicitly credit positive for DISH DBS
bondholders if these new assets were placed within the DISH DBS
restricted group. However, it is unclear at this time where these
new assets will be placed in the legal structure. Moody's believes
this transaction makes DISH less reliant on Echostar, and therefore
fully self-sufficient with regard to the pay TV business aside from
the leasing of satellite transponders. Moody's also believe that
this transaction makes DISH much more attractive from an M&A or
other combination perspective.

DISH will give up its 80% tracking-stock stake in Hughes, however
the ETC assets it is receiving are expected to contribute to EBITDA
as the markup of the home premises equipment will be eliminated
(generated between $85 and $94 million of EBITDA for Echostar)
which should lower leverage slightly. Outside of the ETC assets,
DISH will also receive Echostar's 10% ownership stake in Sling TV
(DISH owns the remaining 90%), certain spectrum assets, as well as
real estate, assets. These other assets add value to the asset base
of the entire company, although will have minimal impact on the
company's EBITDA at this time.

DISH DBS Corporation ("DISH DBS") is a wholly owned subsidiary of
DISH Network Corporation ("DISH") and is a direct broadcast
satellite (DBS) pay-TV provider, with the fourth largest U.S. video
subscriber base of about 13.6 million subscribers as of 9/30/16.
Revenue for the LTM period ending 9/30/16 was $15.1 billion.


DOMINICA LLC: Santander Bank Opposes Approval of Plan Outline
-------------------------------------------------------------
Santander Bank N.A. has criticized the disclosure statement filed
by Dominica LLC, saying it does not contain "adequate
information."

In a filing with the U.S. Bankruptcy Court in Massachusetts, the
bank's lawyer said the disclosure statement "does not set forth a
factual or legal basis" to reduce the balance owed to the bank.  

"The debtor's disclosure statement does not refer to the repayment
of interest, fees and costs incurred by [Santander] since the
filing of the petition," the bank also said in the filing.

Dominica on Dec. 5 last year filed the disclosure statement, which
explains its proposed Chapter 11 plan of reorganization.  Under the
plan, Santander's claim is classified in Class 1 and is impaired.
Moreover, the bank will retain its lien against the company's
property.

Santander can be reached through:

     Andrew Cannella, Esq.
     Bendett & McHugh P.C.
     270 Farmington Avenue, Suite 171
     Farmington, CT 06032
     Phone: (860) 677-2868
     Fax: (860) 409-0626
     Email: BKECF@bmpc-law.com

                       About Dominica LLC

Dominica LLC owns and manages the three family house known and
numbered as 20 Sutton Street, Boston (Mattapan) Massachusetts.

The Debtor filed a Chapter 11 petition (Bankr. D. Mass. Case No.
16-13461) on Sept. 8, 2016.  The petition was signed by Evangeline
Martin, manager.  The Debtor is represented by Michael Van Dam,
Esq., at Van Dam Law LLP.  The Debtor estimated assets and
liabilities at $500,001 to $1 million at the time of the filing.


DYNAMIC PEDIATRIC: Hearing on Plan & Disclosures Set For March 2
----------------------------------------------------------------
The Hon. Robert A. Mark of the U.S. Bankruptcy Court for the
Southern District of Florida will hold on March 2, 2017, at 1:30
p.m. a hearing to consider the approval of Dynamic Pediatric
Therapy, Inc.'s disclosure statement dated Jan. 30, 2017, and
confirmation of the Debtor's plan of reorganization.

Objections to the plan confirmation must be filed by Feb. 27, 2017,
which is also the deadline for filing report of the plan proponent
and confirmation affidavit.

Objections to claims must be filed by Feb. 16, 2017.  Fee
applications are due Feb. 9, 2017.  The deadline for service of fee
applications is Feb. 9.  

Feb. 21, 2017, is the deadline for filing of ballots.

As reported by the Troubled Company Reporter on Feb. 2, 2017, the
Debtor filed with the Court the Disclosure Statement referring to
the Debtor's plan of reorganization, which proposes that the
holders of Class IV General Unsecured Claims receive a monthly
payment of $175 starting on the effective date of the Plan and
ending 60 months after.  The holders are expected to recover 14.5%
of their claims.  Class IV claims are impaired under the Plan.  

Headquartered in Homestead, Florida, Dynamic Pediatric Therapy,
Inc., is a corporation that has been in the business of providing
physical and psychological therapy for special needs children since
2012.

The Debtor filed for Chapter 11 bankruptcy protection (Bankr. S.D.
Fla. Case No. 15-31692) on Dec. 15, 2015, estimating its assets at
up to $50,000 and its liabilities at between $50,001 and $100,000.

Douglas J Snyder, Esq., at Douglas J. Snyder, P.A., serves as the
Debtor's bankruptcy counsel.


ENZYME FORMULATIONS: Voluntary Chapter 11 Case Summary
------------------------------------------------------
Debtor: Enzyme Formulations, Inc.
        6421 Enterprise Lane
        Madison, WI 53719
        Tel: 608-273-8100

Case No.: 17-10315

Chapter 11 Petition Date: February 3, 2017

Court: United States Bankruptcy Court
       Western District of Wisconsin (Madison)

Judge: Hon. Catherine J. Furay

Debtor's Counsel: Matthew D. Lee, Esq.
                  FOLEY & LARDNER LLP
                  150 E. Gilman Street
                  P.O. Box 1497
                  Madison, WI 53703
                  Tel: 608/258-4203
                  Email: mdlee@foley.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Howard F. Loomis, Jr., president.

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/wiwb17-10315.pdf


EVERGREEN HEALTH: Disclosures Get Prelim. OK; March 16 Plan Hearing
-------------------------------------------------------------------
The Hon. Maria L. Oxholm of the U.S. Bankruptcy Court for the
Eastern District of Michigan has granted preliminary approval of
Evergreen Health Services, Inc., and Richard Kelterborn and Janis
Meredith-Kelterborn's first amended combined disclosure statement
and plan of reorganization filed on Jan. 31, 2017.

The hearing on objections to final approval of the Disclosure
Statement and confirmation of the Plan will be held on March 16,
2017, at 11:00 a.m.

The deadline to return ballots on the Plan, as well as to file
objections to final approval of the Disclosure Statement and
objections to confirmation of the Plan, is March 10, 2017.

As reported by the Troubled Company Reporter on Feb. 2, 2017, the
Debtors filed with the Court a combined plan and disclosure
statement.  Under the Plan, Class VI consists of the pre-petition
general unsecured non-priority claims against the Debtors,
including the trade vendor claims against Evergreen, the
Kelterborns' credit card debt and the non-priority tax liabilities
owed to the Internal Revenue Service, the State of Michigan
Department of Treasury, and the State of Michigan Unemployment
Insurance Agency.  The non-priority unsecured creditors will
receive 10% distribution.

                About Evergreen Health Services

Evergreen Health Services, Inc., sought Chapter 11 protection
(Bankr. E.D. Mich. Case No. 16-53329) on Sept. 28, 2016, the same
date that Janis Meredith-Kelterborn, the Debtor's sole shareholder,
officer and director, filed a joint voluntary Chapter 11 petition
with her husband Richard Kelterborn.  Evergreen's petition was
signed by Janis Kelterborn, as president.

Evergreen estimated assets in the range of $100,001 to 500,000 and
$500,001 to $1,000,000 in debt.

The Debtor tapped Lynn M. Brimer, Esq. and Pamela S. Ritter, Esq.,
at Strobl & Sharp, P.C., as counsel.


GARNER GROVES: U.S. Trustee Unable to Appoint Committee
-------------------------------------------------------
An official committee of unsecured creditors has not yet been
appointed in the Chapter 11 case of Garner Groves And Cattle Co.,
Inc. as of Feb. 3, according to a court docket.

Garner Groves And Cattle Co., Inc., a company based in Arcadia,
Florida, sought protection under Chapter 11 of the Bankruptcy Code
(Bankr. M. D. Fla. Case No. 16-10128) on November 29, 2016.  The
petition was signed by Cheryl G. Stewart, authorized
representative.  The case is assigned to Judge Caryl E. Delano.

At the time of the filing, the Debtor disclosed $3.96 million in
assets and $1.29 million in liabilities.


GLOBAL UNIVERSAL: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Global Universal Group Ltd.
        33-37 Farrington Street
        Flushing, NY 11354

Case No.: 17-40473

Type of Business: Single Asset Real Estate

Chapter 11 Petition Date: February 2, 2017

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

Judge: Hon. Nancy Hershey Lord

Debtor's Counsel: Victor Tsai, Esq.
                  LAW OFFICE OF VICTOR TSAI
                  562 Coney Island Avenue, Storefront
                  Brooklyn, NY 11218
                  Tel: (212) 625-9028
                  Fax: (718) 484-4773
                  E-mail: ourlawyers@aol.com

Estimated Assets: $10 million to $50 million

Estimated Debts: $10 million to $50 million

The petition was signed by David Wong, president.

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/nyeb17-40473.pdf


GREAT BASIN: Hudson Bay Capital Reports 9.9% Stake as of Dec. 31
----------------------------------------------------------------
Hudson Bay Capital Management, L.P. and Sander Gerber disclosed
that as of Dec. 31, 2016, they beneficially own 82,828 shares of
common stock issuable upon conversion of convertible preferred
shares and/or convertible notes and/or exercise of warrants of
Great Basin Scientific, Inc. representing 9.99 percent of the
shares outstanding.

The Company's Current Report on Form 8-K filed with the Securities
and Exchange Commission on Dec. 30, 2016, discloses that the total
number of outstanding shares of Common Stock as of Dec. 30, 2016,
was 746,277.

Pursuant to the terms of the Securities, the Reporting Persons
cannot convert and/or exercise the Securities if the Reporting
Persons would beneficially own, after such conversion and/or
exercise, more than 9.99% of the outstanding shares of Common Stock
and the percentage and the number of shares of Common Stock  for
each Reporting Person give effect to the 9.99% Blocker.
Consequently, at this time, the Reporting Persons are not able to
convert and/or exercise all of the Securities due to the 9.99%
Blocker.

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

                    https://is.gd/PGCDY4

                      About Great Basin

Great Basin Scientific is a molecular diagnostic testing company
focused on the development and commercialization of its patented,
molecular diagnostic platform designed to test for infectious
disease, especially hospital-acquired infections.  The Company
believes that small to medium sized hospital laboratories, those
under 400 beds, are in need of simpler and more affordable
molecular diagnostic testing methods.  The Company markets a system
that combines both affordability and ease-of-use, when compared to
other commercially available molecular testing methods, which the
Company believes will accelerate the adoption of molecular testing
in small to medium sized hospitals.  The Company's system includes
an analyzer, which it provides for its customers' use without
charge in the United States, and a diagnostic cartridge, which the
Company sells to its customers.

Great Basin reported a net loss of $57.9 million in 2015 following
a net loss of $21.7 million in 2014.

As of Sept. 30, 2016, Great Basin had $83.40 million in total
assets, $144.9 million in total liabilities, and a total
stockholders' deficit of $61.47 million.

Mantyla McReynolds, LLC, in Salt Lake City, Utah, issued a "going
concern" opinion in its report on the consolidated financial
statements for the year ended Dec. 31, 2015, citing that the
Company has incurred substantial losses from operations causing
negative working capital and negative operating cash flows.  These
issues raise substantial doubt about its ability to continue as a
going concern, the auditors said.


GREENWAY HEALTH: Moody's Affirms B3 Corporate Family Rating
-----------------------------------------------------------
Moody's Investors Service affirmed Greenway Health, LLC's Corporate
Family rating ("CFR") at B3 and the Probability of Default rating
("PDR") at B3-PD. Moody's assigned B3 ratings to the proposed
senior secured 1st lien revolving credit facility due 2022 and the
senior secured 1st lien term loan due 2024. The ratings outlook was
revised to stable from negative.

The proceeds of the new term loan will be used to repay the
company's existing indebtedness and to pay transaction-related fees
and expenses. The ratings on the senior secured first lien
revolving credit facility due 2018, the senior secured first lien
term loan due 2020 and the senior secured second lien term loan due
2021 will be withdrawn when they are repaid.

Issuer: Greenway Health, LLC

Affirmations:

-- Corporate Family Rating, Affirmed at B3

-- Probability of Default Rating, Affirmed at B3-PD

Assignments:

-- Senior Secured Bank Credit Facility, Assigned at B3 (LGD3)

Outlook:

-- Outlook, Changed To Stable From Negative

RATINGS RATIONALE

The B3 CFR reflects high debt to EBITDA over 6 times, around $40
million of anticipated free cash flow and expectations for low
single digit revenue growth. Business risks remain elevated as
Greenway continues to transition away from one-time software
license sales and toward recurring service subscriptions. Sales
growth since integrating the products and operations of legacy
Greenway, Vitera Healthcare and SuccessEHS, which were combined in
2013, has been limited. The market for electronic health record
software solutions and revenue cycle management services is
competitive, and features larger, less financially leveraged
providers. However, Greenway maintains greater than 90% customer
retention rates, so while growth could be challenging, the customer
base is likely to remain stable in the near term. Moody's notes
Greenway has achieved its planned cost reduction targets following
the mergers, driving expectations for EBITDA margins of above 25%.
Also supporting the rating are Moody's anticipation of EBITDA less
capital expenditures to interest expense of around 2.5 times and
good liquidity from anticipated free cash flow, about $40 million
of cash and the fully available $30 million revolving credit
facility.

All financial metrics cited reflect Moody's standard adjustments.

The revision of the ratings outlook to stable from negative
reflects Moody's expectations that debt to EBITDA will remain below
6.5 times. The ratings could be lowered if revenues, profits or
free cash flow do not grow, resulting in Moody's expectations for
1) debt to EBITDA to remain above 6.5 times; or 2) a deterioration
in liquidity. The ratings could be raised if Moody's expects: 1)
revenue growth sustained above 5%; 2) debt to EBITDA to remain
around 5.5 times; 3) free cash flow to debt to be at least 5%; and
4) balanced financial policies.

The principal methodology used in these ratings was Software
Industry published in December 2015.

Greenway provides revenue cycle management, practice management and
electronic healthcare record software to physician practices and
community and urgent health care centers and clinics. Controlled by
affiliates of Vista Equity Partners, Moody's expects revenue of
about $350 million in fiscal 2017 (ends September).



GROVE PLAZA: Gets Approval of Plan to Exit Bankruptcy
-----------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of California
on Jan. 31 confirmed the plan proposed by Grove Plaza Partners,
LLC, to exit Chapter 11 protection.

The court gave the thumbs-up to the plan after finding that it
satisfies the requirements for confirmation under section 1129(b)
of the Bankruptcy Code.

In the same filing, the court also gave final approval to the
disclosure statement, which explains the company's plan of
reorganization.

Under the plan, holders of Class 2(a) general unsecured claims will
receive a pro-rata share of net proceeds generated by Grove Plaza's
sales of real property after Class 1 claims are paid in full.  The
first payment will come from the third sale of the four parcels.

Grove Plaza estimates that Class 2(a) creditors will receive 100%
of their claims if the real property is sold for an aggregate value
of between $16.5 million to $23.7 million, and between 10.58% and
100% if sold for $15.5 million.  The minimum aggregate sale price
is $15.5 million.  A sale for $14 million would likely result in no
distribution to Class 2(a) creditors, according to court filings.

                  About Grove Plaza Partners

Headquartered in Redwood Shores, Cal., Grove Plaza Partners, LLC,
filed for Chapter 11 bankruptcy protection (Bankr. N.D. Cal. Case
No. 16-30531) on May 13, 2016, estimating assets and liabilities
between $10 million and $50 million.  The petition was signed by
George A. Arce, Jr., manager.  The case is assigned to Judge Dennis
Montali.

Reno F.R. Fernandez, Esq., and Matthew J. Olson, Esq., at
MacDonald Fernandez LLP, serve as the Debtor's bankruptcy counsel.


HMF GOLF: Hearing on Plan Outline Set For March 9
-------------------------------------------------
The Hon. Thomas P. Agresti of the U.S. Bankruptcy Court for the
Western District of Pennsylvania will hold on March 9, 2017, at
10:00 a.m. a hearing to consider the approval of HMF Golf Inc.'s
disclosure statement referring to the Debtor's joint plan of
reorganization, dated Jan. 20, 2017.

March 2, 2017, is the last day for filing and serving objections to
the Disclosure Statement.

As reported by the Troubled Company Reporter on Jan. 27, 2017, the
Debtor filed with the Court the Disclosure Statement, which states
that Class 2, Secured Claim of Northwest Savings Bank, is impaired
under the Plan.  The secured claim of Northwest Savings Bank in the
amount of $436,301 is secured as a first position lien against the
business assets of the Debtor and shall be paid out of the sale
proceeds on the Plan Effective Date, subject to a carve-out for
administrative expenses in the amount of $25,000.  The Plan is to
be implemented by the sale of all assets of the Debtor to the "W"
Club of Reno, Inc., or other qualified bidder, pending court
approval.

                          About HMF Golf

HMF Golf, Inc., filed a Chapter 11 petition (Bankr. W.D. Pa. Case
No. 16-10346) on April 13, 2016.  The petition was signed by Todd
McLaughlin, president.  The Debtor is represented by Brian C.
Thompson, Esq., at Thompson Law Group, P.C.  The Debtor estimated
assets and liabilities at $500,001 to $1 million at the time of
the filing.


IMAG VIDEO/AV: U.S. Trustee Unable to Appoint Committee
-------------------------------------------------------
The Office of the U.S. Trustee on Feb. 2, 2017, disclosed in a
court filing that no official committee of unsecured creditors has
been appointed in the Chapter 11 case of IMAG Video/AV Inc.

Headquartered in Nashville, Tennessee, IMAG Video/AV Inc. filed for
Chapter 11 bankruptcy protection (Bankr. M.D. Tenn. Case No.
16-09189) on Dec. 31, 2016, estimating its assets at between $1
million and $10 million and liabilities at between $10 million and
$50 million.  The petition was signed by Steven C. Daniels,
president.

Judge Randal S. Mashburn presides over the case.

Griffin S. Dunham, Esq., at Dunham Hildebrand, PLLC, serves as the
Debtor's bankruptcy counsel.


JP MORGAN 2006-LDP8: Moody's Lowers Rating on Class F Certs. to C
-----------------------------------------------------------------
Moody's Investors Service has upgraded the ratings on three
classes, affirmed the rating on one class and downgraded the
ratings on two classes in J.P. Morgan Chase Commercial Mortgage
Securities Corp., Commercial Mortgage Pass-Through Certificates,
Series 2006-LDP8:

Cl. B, Upgraded to A1 (sf); previously on Jun 10, 2016 Upgraded to
A3 (sf)

Cl. C, Upgraded to Baa1 (sf); previously on Jun 10, 2016 Upgraded
to Ba2 (sf)

Cl. D, Upgraded to Ba1 (sf); previously on Jun 10, 2016 Affirmed B2
(sf)

Cl. E, Affirmed B3 (sf); previously on Jun 10, 2016 Affirmed B3
(sf)

Cl. F, Downgraded to C (sf); previously on Jun 10, 2016 Affirmed
Caa2 (sf)

Cl. X, Downgraded to Caa2 (sf); previously on Jun 10, 2016
Downgraded to B1 (sf)

RATINGS RATIONALE

The ratings on three P&I classes were upgraded based primarily on
an increase in credit support resulting from loan paydowns and
amortization. The deal has paid down 85% since Moody's last
review.

The rating on Class E was affirmed because the ratings are
consistent with Moody's expected loss.

The rating on Class F was downgraded due to realized and
anticipated losses from specially serviced and troubled loans.
Class F has already experienced a 17% realized loss as result of
previously liquidated loans.

The rating on the IO Class, Class X, was downgraded due to the
decline in the credit performance of its reference classes
resulting from principal paydowns of higher quality reference
classes.

Moody's rating action reflects a base expected loss of 24.5% of the
current balance, compared to 11.2% at Moody's last review. Moody's
base expected loss plus realized losses is now 6.7% of the original
pooled balance, compared to 6.8% at the last review. Moody's
provides a current list of base expected losses for conduit and
fusion CMBS transactions on moodys.com at
http://www.moodys.com/viewresearchdoc.aspx?docid=PBS_SF215255.

FACTORS THAT WOULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS:

The performance expectations for a given variable indicate Moody's
forward-looking view of the likely range of performance over the
medium term. Performance that falls outside the given range can
indicate that the collateral's credit quality is stronger or weaker
than Moody's had previously expected.

Factors that could lead to an upgrade of the ratings include a
significant amount of loan paydowns or amortization, an increase in
the pool's share of defeasance or an improvement in pool
performance.

Factors that could lead to a downgrade of the ratings include a
decline in the performance of the pool, loan concentration, an
increase in realized and expected losses from specially serviced
and troubled loans or interest shortfalls.

METHODOLOGY UNDERLYING THE RATING ACTION

The principal methodology used in these ratings was "Moody's
Approach to Rating Large Loan and Single Asset/Single Borrower
CMBS" published in October 2015.

The methodology used in rating Class X was "Moody's Approach to
Rating Structured Finance Interest-Only Securities" published in
October 2015.

DESCRIPTION OF MODELS USED

Moody's analysis used the excel-based Large Loan Model. The large
loan model derives credit enhancement levels based on an
aggregation of adjusted loan-level proceeds derived from Moody's
loan-level LTV ratios. Major adjustments to determining proceeds
include leverage, loan structure and property type. Moody's also
further adjusts these aggregated proceeds for any pooling benefits
associated with loan level diversity and other concentrations and
correlations.

Moody's analysis incorporated a loss and recovery approach in
rating the P&I classes in this deal since 88% of the pool is in
special servicing. In this approach, Moody's determines a
probability of default for each specially serviced and troubled
loan that it expects will generate a loss and estimates a loss
given default based on a review of broker's opinions of value (if
available), other information from the special servicer, available
market data and Moody's internal data. The loss given default for
each loan also takes into consideration repayment of servicer
advances to date, estimated future advances and closing costs.
Translating the probability of default and loss given default into
an expected loss estimate, Moody's then applies the aggregate loss
from the specially serviced loans to the most junior classes and
the recovery as a pay down of principal to the most senior
classes.

DEAL PERFORMANCE

As of the January 2016 distribution date, the transaction's
aggregate certificate balance has decreased by 95% to $156 million
from $3.07 billion at securitization. The certificates are
collateralized by nine mortgage loans ranging in size from 1% to
62.5% of the pool.

Twenty-five loans have been liquidated from the pool, resulting in
an aggregate realized loss of $167.5 million (for an average loss
severity of 69%). Five loans, constituting 88% of the pool, are
currently in special servicing. The largest specially serviced loan
is CNL/Welsh Portfolio Loan ($97.7 million -- 62.5% of the pool),
which is secured by nine industrial properties and three office
buildings located across ten states. As of June 2015, the portfolio
was 93% leased. The largest tenant, Bluestern Brand Inc., leases
39% of the total space through 2023. The loan transferred to
special servicing in July 2016 due to maturity default and the loan
status is listed as a matured performing loan. Servicer commentary
indicates that there is a signed purchase contract for the asset.

The second largest specially serviced loan is the Bonneville Square
Loan ($21.8 million -- 14.0% of the pool), which is secured by a
five-story office building located at the Northwest corner of East
Bonneville and Las Vegas Boulevard South in downtown Las Vegas,
Nevada. The property was 46% occupied as of October 2016, compared
to 48% as of December 2015 and 88% in December 2013. The loan
transferred to special servicing in November 2014 due to imminent
default, foreclosure occurred in March 2016 and the property became
REO in April 2016.

The third largest specially serviced loan is the Shoppes on Dean
Loan ($11.2 million -- 7.2% of the pool), which is secured by a
strip retail property located in Englewood, New Jersey. The
property is 64% leased as of November 2016 and anchored by a New
York Sports Club. As a result of the low occupancy, the borrower
requested the loan be transferred to special servicing after being
unable to make debt service payments. The property entered
foreclosure in August 2016.

The remaining two specially serviced loans are secured by retail
properties. Moody's estimates an aggregate $38.3 million loss for
the specially serviced loans (28% expected loss on average).

Moody's received full year 2015 operating results for 100% of the
pool, and full or partial year 2016 operating results for 85% of
the pool (excluding specially serviced and defeased loans). Moody's
weighted average conduit LTV is 85%, compared to 86% at Moody's
last review. Moody's conduit component excludes loans with
structured credit assessments, defeased and CTL loans, and
specially serviced and troubled loans. Moody's net cash flow (NCF)
reflects a weighted average haircut of 11% to the most recently
available net operating income (NOI). Moody's value reflects a
weighted average capitalization rate of 9.0%.

Moody's actual and stressed conduit DSCRs are 1.26X and 1.38X,
respectively, compared to 1.38X and 1.20X at the last review.
Moody's actual DSCR is based on Moody's NCF and the loan's actual
debt service. Moody's stressed DSCR is based on Moody's NCF and a
9.25% stress rate the agency applied to the loan balance.

The four performing non-specially serviced loans represent 12% of
the pool balance. The largest performing loan is the Shoppes at
Aksarben Loan ($9.5 million -- 6.1% of the pool), which is secured
by a 55,000 SF retail center located in downtown Omaha, Nebraska.
The property is anchored by a Bed Bath & Beyond, which makes up 57%
of the net rentable area (NRA) on a lease through January 2021. The
property was 100% leased as of October 2016. Moody's LTV and
stressed DSCR are 105% and 0.90X, respectively, compared to 106%
and 0.89X at the last review.

The second largest conduit loan is the Eastpoint Business Park Loan
($4.5 million -- 2.9% of the pool), which is secured by a 45,000
SF, Class A suburban office building located in Louisville,
Kentucky. The property's largest tenant is BB&T Insurance Services,
which makes up 67% of the NRA on a lease through June 2021. The
property was 100% leased as of October 2016. Moody's LTV and
stressed DSCR are 83% and 1.17X, respectively, compared to 84% and
1.16X at the last review.


K & C LV: US Bank to Get $520.12 Per Month for Five Years
---------------------------------------------------------
K & C LV Investments, Inc., filed with the U.S. Bankruptcy Court
for the District of Nevada a disclosure statement filed on Feb. 1,
2017, referring to the Debtor's plan of reorganization.

The Class 4 claim of US Bank against the Debtor's 2011 Mercedes
C-250 is impaired by the Plan.  This secured claim will be
reamortized and rescheduled over a term of 5 years (60 months) at
5% interest per annum.  Monthly payments of $520.12 will commence
on the effective date of the plan and continue for a term of 60
months.  

The Disclosure Statement is available at:

           http://bankrupt.com/misc/nvb16-13605-86.pdf

As reported by the Troubled Company Reporter on Jan. 4, 2017, the
Debtor filed with the Court a disclosure statement referring to the
Debtor's plan of reorganization, disclosing that another potential
source of funding is Equanimity, LLC, who has committed between
$900,000 and $1,700,000 and has provided evidence to Debtor of an
ability to secured the funding through a loan to Equanimity's
principal owner, Brian Jian.

                   About K & C LV Investments

K & C LV Investments, Inc., based in Las Vegas, Nevada, is a
business which owns two properties.  One property is residential,
and the other is commercial.  The residential investment property
is located at 2012 North 88th Drive, Phoenix, Arizona 85037.  The
2012 North property is presently occupied by a tenant.

The Debtor filed a Chapter 11 petition (Bankr. D. Nev. Case No.
16-13605) on June 30, 2016.  The Hon. Mike K. Nakagawa presides
over the case.  Seth D. Ballstaedt, Esq., at The
Ballstaedt Law Firm, as bankruptcy counsel.

In its petition, the Debtor estimated $827,210 to $2.69 million in
both assets and liabilities.  The petition was signed by Wagih
Kamar, president.


KIRWAN OFFICES: Court Extends Plan Filing Period Thru Feb. 14
-------------------------------------------------------------
Judge Robert D. Drain of the U.S. Bankruptcy Court for the Southern
District of New York extended Kirwan Offices S.A R.L.'s exclusive
period for filing a chapter 11 plan and disclosure statement for 14
days from the Court's January 31, 2017 Order, or until February 14,
2017.

Shareholder Stephen Lynch previously asked the Court to extend the
Debtor's exclusive period for filing a chapter 11 plan, until the
Court decides on his motion to dismiss the case.

Mr. Lynch asserted that his Dismissal Motion was largely premised
on the ground that the Debtor's involuntary chapter 11 case was
filed in bad faith by the Debtor's Financing Shareholders Lapidem
Limited and Mascini Holdings Limited, so that if the Court
dismisses the case or abstains, a plan would be unnecessary.

            About Kirwan Offices S.A R.L.

Kirwan Offices S.A.R.L. is a Luxembourg special-purpose entity
whose principal asset is a participatory (membership) interest in a
wholly-owned Russian subsidiary, OOO Promneftstroy.  PNS is
currently involved in Dutch litigation against third parties in
which it seeks to recover assets worth nearly $1 billion. Kirwan's
carefully negotiated Shareholder Agreement requires unanimous
shareholder agreement to settle this litigation, as well as for
"any decision which would result in the Company's liquidation,
placing into receivership or administration of the Company."

Petitioning Creditors, Mascini Holdings Limited and Lapidem
Limited, filed an involuntary Chapter 11 Petition for Kirwan
Offices S.a r.l. (Bankr. S.D.N.Y. Case No. 16-22321) on March 15,
2016.  The Petitioners are represented by Jay M. Goffman, Esq., at
Skadden, Arps, Slate, Meagher & Flom LLP.



LOUISIANA MEDICAL: Feb. 10 Meeting Set to Form Creditors' Panel
---------------------------------------------------------------
Andy Vara, United States Trustee for Region 3, will hold an
organizational meeting on Feb. 10, 2017, at 10:00 a.m. in the
bankruptcy case of LMCHH PCP, LLC and Louisiana Medical Center and
Heart Hospital, LLC.

The meeting will be held at:

               Delaware State Bar Association
               405 King Street
               Wilmington, DE 19801

The sole purpose of the meeting will be to form a committee or
committees of unsecured creditors in the Debtors' case.

The organizational meeting is not the meeting of creditors pursuant
to Section 341 of the Bankruptcy Code.  A representative of the
Debtor, however, may attend the Organizational Meeting, and provide
background information regarding the bankruptcy cases.

To increase participation in the Chapter 11 proceeding, Section
1102 of the Bankruptcy Code requires that the United States Trustee
appoint a committee of unsecured creditors as soon as practicable.
The Committee ordinarily consists of the persons, willing to serve,
that hold the seven largest unsecured claims against the debtor of
the kinds represented on the committee.

Section 1103 of the Bankruptcy Code provides that the Committee may
consult with the debtor, investigate the debtor and its business
operations and participate in the formulation of a plan of
reorganization.  The Committee may also perform other services as
are in the interests of the unsecured creditors whom it
represents.

                         About Louisiana Medical

LMCHH PCP LLC and Louisiana Medical Center and Heart Hospital, LLC
currently operate a state-of-the-art 213,000 square facility and
two medical office buildings.

Originally licensed for 58 beds in 2003, as a result of its
physical and strategic expansion in 2007, the Hospital is now a
full-service 132-bed acute care hospital with seven operating
rooms, three catheterization laboratories, and a 24-hour heart
attack intervention center dedicated to providing advanced medical
treatment and compassionate care to patients and families
throughout the North Shore area.

LMCHH PCP and LHH sought bankruptcy protection in the U.S.
Bankruptcy Court for the District of Delaware on Jan. 30, 2017.
The Debtors are currently seeking joint administration of their
Chapter 11 cases under the main case, 17-10201.  The cases have
been assigned to the Hon. Judge Laurie Selber Silverstein.

LMCHH estimated assets in the range of $1 million to $10 million
and liabilities of up to $500 million.  LHH estimated assets in the
range of $10 million to $50 million and liabilities of $100 million
to $500 million.

The Debtors have hired Young, Conaway, Stargatt & Taylor LLP as
local counsel, Alston & Bird LLP as legal counsel, Solic Capital
Advisors, LLC as financial advisor and The Garden City Group, Inc.
as claims and noticing agent.


MARCUS PEREZ: Pro-Built Buying Cortlandt Manor Property for $75K
----------------------------------------------------------------
Judge Robert D. Drain of the U.S. Bankruptcy Court for the Southern
District of New York will convene a hearing on March 7, 2017 at
10:00 a.m. to consider Marcus J. Perez, Jr.'s motion to sell his
rights, title and interest in the investment real property (vacant
land) located at 0 Shady Brook Lane, Cortlandt Manor, New York,
Section 12.19, Lot 6, Block 3 ("Investment Property"), to Pro-Built
Construction Co., Inc. for $75,000.

The objection deadline is 7 days prior to the hearing.

The Debtor owns and resides at the property commonly known as 19
Shady Brook Lane, Cortlandt Manor, New York which is his principal
residence.  He also owns the Investment Property.  The Debtor has
entered into a Contract of Sale (subject to bankruptcy court
approval) which provides for the sale of his interest in the
Investment Property to the Buyer.

The salient terms of the Contract are:

          a. Purchaser: Pro-Built Construction Co., Inc.

          b. Seller: Marcus J. Perez, Jr.

          c. Price: $75,000

          d. Real Property: 0 Shady Brook Lane, Cortlandt Manor,
New York, Section 12.19, Lot 6, Block 3.

          e. Deposit: $7,5000

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

         http://bankrupt.com/misc/Marcus_Perez_60_Sales.pdf

The Debtor makes the Motion authorizing him to sell the Investment
Property, and to distribute the proceeds approximately, as
follows:

          a. Purchase Price                                  
$75,000

          b. Estimated Property Taxes: Estimated        $2,300

          c. Settlement Charges: Attorney               $  570

          d. Closing Fees payable to
               Edward D. Schmitt & Assoc., LLC          $1,250

          e. Estimated Net Proceeds (payable to DIP)         
$70,880

The sale of the Debtor's Investment Property maximizes the benefit
to the estate by providing the Debtor with funds to pay secured
creditors, releasing the Debtor from his financial obligation to
maintain the Investment Property.  Accordingly, the Court should
approve the sale of the Investment Property by the Debtor and
approve the real estate and legal fees to be paid at closing out of
the proceeds.

Counsel for the Debtor:

           Edward D. Schmitt, Esq.
           Rick S. Cowle, Esq.
           THE LAW OFFICE OF RICKS COWLE, P.C.
           18 Fair Street
           Carmel, NY 10512
           Telephone: (845) 225-3026

Marcus J. Perez, Jr., sought Chapter 11 protection (Bankr. S.D.N.Y.
Case No. l6-22688) on Dec. 28, 2016.


MARYLAND HEALTH: Fitch Withdraws 'BB+' Rating on Revenue Bonds
--------------------------------------------------------------
Fitch Ratings has withdrawn its ratings for the following bonds due
to pre-refunding activity:

-- Maryland Health & Higher Educational Facilities Authority (MD)
(Doctors Community Hospital) revenue bonds series 2007A
(prerefunded maturities only - 5742158J1, 5742158K8, 5742158L6)
previous rating: 'BB+'/Stable Outlook;

-- Maryland Health & Higher Educational Facilities Authority (MD)
(Johns Hopkins Health System Obligated Group Issue) revenue bonds
series 2010 (prerefunded maturities only - 5742177A7, 5742177B5,
5742177C3, 5742177D1, 5742177E9, 5742176Z3) previous rating:
'AA-'/Stable Outlook.



MAX EXPRESS: Asks Court to Approve Disclosure Statement
-------------------------------------------------------
Max Express, Inc., asked the U.S. Bankruptcy Court for the Central
District of California to approve the disclosure statement, which
explains its proposed Chapter 11 plan.

The request, if granted by the court, would allow the company to
start soliciting votes for its plan.

Under U.S. bankruptcy law, a debtor must get court approval of its
disclosure statement to start soliciting votes from creditors.  The
document must contain adequate information to enable creditors to
make an informed decision about the bankruptcy plan.

In the same filing, Max Express asked the court to set a hearing on
confirmation of the plan, and a deadline for filing votes accepting
or rejecting the plan.  

The motion is on Judge Deborah Saltzman's calendar for March 15.
Objections must be filed no less than 14 days prior to the
hearing.

                      About Max Express Inc.

Max Express, Inc., is a company located in Carson, California that
provides trucking services throughout the western United States.
It has approximately 30 trucks and 37 employees, including the
truck drivers and principals of the Debtor.  The Debtor currently
rents real property located at 22420 S. Alameda 10 Street, Carson,
CA 90810, for the premises used as its place of business.

The Debtor sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. C.D. Cal. Case No. 16-14868) on April 15, 2016.  The
petition was signed by Richard Mo, secretary.  The case is assigned
to Judge Deborah J. Saltzman.  The Debtor estimated both assets and
liabilities in the range of $1 million to $10 million.

The Office of the U.S. Trustee on June 10, 2016, appointed an
official committee of unsecured creditors. The committee retained
Levene, Neale, Bender Yoo & Brill as its counsel.

On January 31, 2017, the Debtor filed a Chapter 11 plan and
disclosure statement.


MCK MILLENNIUM: Plan Status Hearing Set for March 3
---------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois is
set to hold a status hearing on the Chapter 11 plan of
reorganization and disclosure statement of MCK Millennium Centre
Retail LLC on March 3.

The hearing will take place at 10:30 a.m., at the U.S. Bankruptcy
Court, Courtroom 682, Chicago, Illinois.  

Under the plan, MCK Millennium Centre will pay 5% of the allowed
Class 2 unsecured claim held by Paul Tsakiris, without penalties or
interest.  

The claim, which is subject to objection, will be paid in 60 equal
monthly installments commencing within 30 days of the effective
date of the plan.

Meanwhile, all other non-insider unsecured claims totaling
$69,337.09 will be paid in 60 equal monthly installments commencing
within 30 days of the effective date.  Holders of Class 3 claims
will get 5% of the allowed claims without penalties or interest.  

                  About MCK Millennium Centre

MCK Millennium Centre Realty, LLC, filed for Chapter 11 protection
(Bankr. N.D. Ill. Case No. 16-06369) on Feb. 25, 2016, and
disclosed $16.2 million in assets and $9.50 million in liabilities
as of the Petition Date.  The Debtor is represented by Jonathan D.
Golding, Esq., and Richard N. Golding, Esq., at The Golding Law
Offices, P.C.  The Debtor hired Kraft Law Office as its special
real estate counsel.  Lender MLMT 2005 MKB2 Millennium Centre
Retail LLC is represented by Leslie A. Bayles, Esq., and Donald A.
Cole, Esq., at Bryan Cave LLP.


MEADOWS AT CYPRESS: March 9 Plan Confirmation Hearing
-----------------------------------------------------
The Hon. K. Rodney May of the U.S. Bankruptcy Court for the Middle
District of Florida has conditionally approved The Meadows at
Cypress Gardens, L.L.C.'s disclosure statement referring to the
Debtor's plan of reorganization.

The Court will conduct a hearing on confirmation of the Chapter 11
Plan of Reorganization, including timely filed objections to
confirmation, objections to the disclosure statement, motions for
cramdown, applications for compensation, and motions for allowance
of administrative claims on March 9, 2017, at 2:00 p.m.

Any written objections to the Disclosure Statement and plan
confirmation must be filed with the Court 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.

The Debtor will file a ballot tabulation no later than three days
before the date of the confirmation hearing.

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 Bankruptcy Code Section 330, must file motions or
applications for the allowance of the claims with the court no
later than 14 days after the entry of the Feb. 1, 2017 court
order.

Any party that files an application for compensation is responsible
for noticing the hearing on the application.  Only applications
that provide all creditors notice of the hearing on the application
for compensation with at least 21 days' notice, may use the date
and time set for the confirmation hearing.

Three days prior to the confirmation hearing, the Debtor will file
a confirmation affidavit which will contain the factual basis upon
which the Debtor relies in establishing that each of the
requirements of Bankruptcy Code Section 1129 are met.

               About The Meadows at Cypress Gardens

The Meadows at Cypress Gardens, L.L.C., filed a Chapter 11 petition
(Bankr. M.D. Fla. Case No. 16-08495) on Sept. 30, 2016, and is
represented by David W Steen, Esq., in Tampa, Florida.

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


MEDFORD TRUCKING: Disclosures Okayed, Plan Hearing on March 3
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of West
Virginia will consider approval of the Chapter 11 plan of Medford
Trucking, LLC, at a hearing on March 3.

The hearing will be held at 11:00 a.m., at the Robert C. Byrd
Courthouse, Courtroom A, Room 6400, 300 Virginia Street East,
Charleston, West Virginia.

The court had earlier approved Medford's disclosure statement,
allowing the company to start soliciting votes from creditors.  

The order set a Feb. 27 deadline for creditors to cast their votes
and file their objections.

                      About Medford Trucking

Medford Trucking LLC was primarily in the business of hauling coal
for Alpha Natural Resources and its subsidiaries by truck and
trailer from mine sites to river docks or rail yards for further
shipment to Alpha's customers.

The Debtor sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. D. W.Va. Case No. 14-20354) on June 27, 2014.  The
case was assigned to Judge Ronald Pearson, and later reassigned as
a result of Judge Pearsons' retirement to Judge Frank W. Volk.

The Debtor operated as a going concern under Chapter 11 from June
25, 2014, until June 26, 2015.  On Nov. 16, 2015, the Bankruptcy
Court approved an order allowing the Debtor to sell real property
by public auction.  The public auction was held by Ritchie Bros.
Auctioneers (America), Inc.


MOBILE FOX: Court Extends Exclusivity Periods to April 9
--------------------------------------------------------
Judge Jerry A. Funk of the U.S. Bankruptcy Court for the Middle
District of Florida extended The Mobile Fox, Inc.'s exclusivity
periods from January 9, 2017, to April 9, 2017.

The Debtor previously sought the extension of its exclusivity
periods, telling the Court that its business is largely seasonal,
with sales peaking during the holiday season between November and
the end of January.  The Debtor believed that the requested
extension was in the best interest of both the estate and creditors
of the estate as it would extend the Debtor's Exclusivity Periods
past the holiday season and allow the Debtor to compile the
appropriate monthly operating reports to more accurately show
feasibility before proposing its plan and issuing its disclosure
statement.

              About The Mobile Fox, Inc.

The Mobile Fox, Inc. is a Florida corporation which offers
electronics and office supply products through internet based
storefronts such as Amazon and eBay.  

The Mobile Fox, Inc. filed a chapter 11 petition (Bankr. M.D. Fla.
Case No. 16-02651) on July 13, 2016.  The petition was signed by
David Wisehart, president.  The Debtor is represented by William B.
McDaniel, Esq., at Lansing Roy, PA.  The Debtor estimated assets at
$0 to $50,000 and liabilities at $100,001 to $500,000 at the time
of the filing.


MULTIMEDIA PLATFORMS: Wants April 2 Plan Filing Period Extension
----------------------------------------------------------------
Multimedia Platforms Worldwide, Inc., Multimedia Platforms, Inc.,
and New Frontiers Media Holdings, LLC ask the U.S. Bankruptcy Court
for the Southern District of Florida to extend their exclusive
periods for filing their plans of reorganization and soliciting
acceptances to their plans, through April 2, 2017 and June 1, 2017,
respectively.

Absent the extension, the Debtors' exclusive plan filing period
would have expired on February 1, 2017.  Their exclusive
solicitation period is currently set to expire on April 2, 2017.

The Debtors relate that they sought the approval of a comprehensive
settlement agreement with White Winston Select Asset Funds, LLC,
which provided for, among other things, the resolution of a Trustee
Motion, a Contempt Motion, and a Motion seeking the termination of
the automatic stay. The Debtors further relate that the proposed
settlement agreement also provides for the Debtors and White
Winston to continue negotiating for a period of 30 days on
potential carve outs for unsecured creditors and professionals in
connection with a plan of reorganization, failing which the Debtors
will pursue a sale of substantially all of their assets.  The
Debtors add that the settlement agreement is scheduled for hearing
on February 9, 2017.

The Debtors tell the Court that in the event the settlement
agreement is approved, not only will several adverse motions be
resolved at considerable cost savings to the estate, but the
Debtors will have a window of opportunity within which to negotiate
a potential plan of reorganization for the benefit of all
creditors.  The Debtors further tell the Court that additional time
is required in an effort to determine whether a viable plan of
reorganization may be negotiated.

          About Multimedia Platforms Worldwide, Inc.

Multimedia Platforms, Inc. (OTCQB: MMPW) is a publicly traded
multiplatform publishing and technology company that creates,
curates, aggregates and distributes compelling, advertiser-friendly
content to the LGBT community.  MPI was created following the
merger between Sports Media Entertainment Corp., a Nevada
corporation, and Multimedia Platforms, LLC, a Florida limited
liability company, on Jan. 29, 2015.

MPI currently produces 5 iconic print brands: Florida Agenda,
Frontiers Media, WiRld City Guides, Next (New York), and Next
(South Florida).  The MPI brands currently represent 7.5 million
readers and 4+ million online visitors annually, and represents
three of America's most populous LGBT markets: California, New York
and Florida.

Multimedia Platforms Worldwide, Inc., Multimedia Platforms, Inc.
and New Frontiers Media Holdings, LLC, filed for Chapter 11
protection (Bankr. S.D. Fla. Lead Case No. 16-23603) on Oct. 4,
2016.  The petitions were signed by Bobby Blair, CEO.  The cases
are assigned to the Judge Raymond B. Ray.  At the time of filing,
MPW estimated assets at $0 to $50,000 and liabilities at $1 million
to $10 million.

The Debtors are represented by Michael D. Seese, at Seese, P.A.  

An Official Committee of Unsecured Creditors has not yet been
appointed in the Chapter 11 case.


NEW ENGLAND MECHANICAL: Case Summary & 20 Top Unsecured Creditors
-----------------------------------------------------------------
Debtor: New England Mechanical Coordination & Consulting, LLC
          dba NEMC2
        27 Old Granliden Road
        Sunapee, NH 03782

Case No.: 17-10133

Chapter 11 Petition Date: February 3, 2017

Court: United States Bankruptcy Court
       District of New Hampshire (Manchester)

Judge: Hon. Bruce A. Harwood

Debtor's Counsel: William S. Gannon, Esq.
                  WILLIAM S. GANNON PLLC
                  889 Elm Street, 4th Floor
                  Manchester, NH 03101
                  Tel: (603) 621-0833
                  Fax: (603) 621-0830
                  E-mail: bgannon@gannonlawfirm.com

Total Assets: $571,151

Total Liabilities: $2.41 million

The petition was signed by Michael A. Zyla, member.

A copy of the Debtor's list of 20 largest unsecured creditors is
available for free at http://bankrupt.com/misc/nhb17-10133.pdf


NORTH CENTRAL FLORIDA YMCA: UST Unable to Appoint Committee
-----------------------------------------------------------
An official committee of unsecured creditors has not yet been
appointed in the Chapter 11 case of The North Central Florida YMCA,
Inc. as of Feb. 3, according to a court docket.

The North Central Florida YMCA, Inc., based in Gainesville,
Florida, 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 the Law Offices
of Jason A. Burgess, LLC.  The case is assigned to Judge Karen K.
Specie.  The Debtor disclosed $3.49 million in assets and $4.30
million in liabilities.


ODYSSEY CONTRACTING: L&L, FIC Oppose Approval of Plan Outline
-------------------------------------------------------------
L&L Painting Co., Inc., and Federal Insurance Co. have criticized
the disclosure statement, which explains the Chapter 11 plan of
reorganization proposed by Odyssey Contracting Corp.

In a filing with the U.S. Bankruptcy Court for the Western District
of Pennsylvania, the companies raised several objections, most of
which question the adequacy of information provided by the
disclosure statement.

The companies questioned, among other things, the lack of
information about their claim against Odyssey and the decrease in
its income over the past few years.

L&L and Federal Insurance assert an $18.96 million claim against
Odyssey, according to court filings.

The claimants are represented by:

     Jeffrey W. Spear, Esq.
     Joel M. Walker, Esq.
     Duane Morris LLP
     600 Grant Street, Suite 5010
     Pittsburgh, PA 15219-2802
     Phone: (412) 497-1000

                About Odyssey Contracting Corp.

Odyssey Contracting Corp., based in Houston, Pennsylvania, filed a
Chapter 11 petition (Bankr. W.D. Pa. Case No. 15-22330) on June 29,
2015.  The petition was signed by Stavros Semanderes, president.
Hon. Carlota M. Bohm presides over the case.  Robert O. Lampl,
Esq., at Robert O. Lampl, Attorney at Law, serves as the Debtor's
counsel.  

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

On December 29, 2016, the Debtor filed a Chapter 11 plan of
reorganization and disclosure statement.


ONEOK INC: Moody's Puts Ba1 CFR on Review for Upgrade
-----------------------------------------------------
Moody's Investors Service has placed the ratings of ONEOK, Inc.
(OKE) and ONEOK Partners, L.P. (OKS) on review after the
announcement that OKE intends to acquire the publicly-traded units
of OKS it doesn't already own in an all-equity transaction. The
ratings for OKE will be reviewed for upgrade while the ratings for
OKS will be reviewed for downgrade. "OKE's integrated, largely
fee-based natural gas and natural gas liquids (NGLs) asset base
should generate a reasonably predictable level of cash and is
supportive of an investment-grade rating," said John Thieroff,
Moody's Vice President. "However, because of the high initial
leverage and that OKE's target leverage of 4.0x is not expected to
be reached until the end of 2018, Moody's expects OKE to be
positioned at the Baa3 level, following completion of the
transaction as proposed."

On Review for Upgrade:

Issuer: ONEOK, Inc.

-- Probability of Default Rating, Placed on Review for Upgrade,
currently Ba1-PD

-- Corporate Family Rating, Placed on Review for Upgrade,
currently Ba1

-- Senior Unsec. Shelf, Placed on Review for Upgrade, currently
(P)Ba1

-- Senior Unsecured Regular Bond/Debentures, Placed on Review for
Upgrade,
    currently Ba1 (LGD 4)

Ratings Unchanged:

-- SGL-2 remains unchanged

Outlook Actions:

Issuer: ONEOK, Inc.

-- Outlook, Changed To Rating Under Review From Stable

On Review for Downgrade:

Issuer: ONEOK Partners, L.P.

-- Senior Unsecured Commercial Paper,Placed on Review for
Downgrade, currently P-2

-- Senior Unsecured Regular Bond/Debentures, Placed on Review for
Downgrade, currently Baa2

Outlook Actions:

Issuer: ONEOK Partners, L.P.

-- Outlook, Changed To Rating Under Review From Stable

RATINGS RATIONALE

The combination of OKE and OKS will significantly reduce the
structural complexity of the organization, reduce post-merger OKE's
cost of capital and provide broader capital market access. Through
cross-guarantees, creditors will have pari passu, unsecured claims
against the organization's assets and cash flow, removing the
structural subordination that exists currently. The elimination of
incentive distribution rights(IDRs) at OKS and considerable tax
deferrals achieved at OKE through the transaction should allow OKE
to maintain dividend coverage in excess of 1.2x, even when
considering OKE's aggressive dividend growth target of 10% annually
based on the midpoint of management's guidance. Moody's believes
the dividend program will provide OKE better flexibility than OKS
previously had, given the increasing burden IDRs represented to
future growth.

At the close of the transaction, OKE's Moody's-adjusted leverage
will slightly above 5.0x. The company's intention to reduce
leverage through EBITDA growth is supported by increased drilling
activity throughout most of its key operating areas, expected NGL
volume growth, and an improving price environment and anticipated
demand growth for ethane. An extended period of elevated growth
spending has given OKE a number of smaller incremental, but
attractive return, expansion opportunities; 2017 growth capital of
$430 million (using the midpoint of the company's guidance) is well
below the approximately $800 million the company has averaged since
2006. The company expects to target leverage of 4.0x; however, the
18-24 months it will take to reach this level serves as a limiting
factor on the rating.

Moody's will resolve its rating review once the merger is completed
-- currently anticipated to occur in the second quarter of 2017
after the shareholder and unitholder approvals are obtained. As
part of the review, Moody's will look at the debt cross-guarantee
documentation to confirm that no notching is appropriate between
OKE's rating and the debt issued at OKS.

The principal methodology used in these ratings was "Global
Midstream Energy" published in December 2010.

Tulsa, Oklahoma-based ONEOK, Inc. is a pure-play general partner
that owns the 2% GP interest, a 39.2% limited partnership interest
and 100% of the IDRs that collectively represent a 41.2% ownership
interest in ONEOK Partners, L.P. (OKS). OKS is a midstream energy
master limited partnership that is active in three midstream
segments: Natural Gas Gathering and Processing, Natural Gas
Pipelines, and Natural Gas Liquids.


ONEOK INC: S&P Puts 'BB+' CCR on CreditWatch Positive
-----------------------------------------------------
S&P Global Ratings said it placed its 'BB+' corporate credit and
senior unsecured debt ratings on ONEOK Inc. (OKE) on CreditWatch
with positive implications.  The '4' recovery rating on OKE's debt
is unchanged, indicating average (30%-50%; upper half of the range)
in the event of a payment default.

OKE has announced that it intends to acquire all of the outstanding
public equity securities of its master limited partnership (MLP),
ONEOK Partners L.P. (OKS).  Pro forma for the transaction, S&P
expects all outstanding OKE and OKS debt to be pari passu.

At the same time, S&P affirmed the 'BBB' corporate credit rating
and 'A-2' short-term rating on OKS.  The outlook remains stable.

S&P expects to resolve the CreditWatch listing on OKE upon close of
the merger with OKS, at which time S&P expects to raise its
corporate credit and issue-level ratings to 'BBB', in line with
S&P's rating on OKS.

"The stable rating outlook on OKS reflects our view that the pro
forma entity will maintain adequate liquidity and successfully
reduce adjusted financial leverage to about 4x by 2018 (from about
4.75x in 2017) and below 4x thereafter, at the same time hedging a
large percentage of its commodity price exposed volumes," said S&P
Global Ratings credit analyst Mike Llanos.

S&P could lower the rating if the pro forma leverage is sustained
above 4.5x in 2018 and beyond.  This could occur if volumes are
weaker than anticipated or if the partnership finances growth
projects largely with debt.  If S&P lowered the rating, it would
also lower its short-term rating on the partnership to 'A-3' from
'A-2'.

Higher ratings for the pro forma company are unlikely given the
focus on natural gas gathering and processing and NGL
transportation, fractionation, and storage services, which exposes
it to volumetric and commodity price risks.  S&P could, however,
consider higher ratings if the company significantly increased its
scale and diversified into businesses supported by long-term,
take-or-pay type contractual arrangements while embracing a more
conservative financial policy with financial leverage below 3.5x.


PARAGON OFFSHORE: Sets Sale Procedures for De Minimis Assets
------------------------------------------------------------
Paragon Offshore PLC, and affiliates, ask the U.S. Bankruptcy Court
for the District of Delaware to authorize the sales procedures in
connection with the sale of de minimis assets.

A hearing on the Motion is set for Feb. 21, 2017 at 10:00 a.m.
(ET).  The objection deadline is Feb. 14, 2017 at 4:00 p.m. (ET).

The Debtors' new "Business Plan" reflects a company with a more
streamlined asset base, where the Debtors will focus their business
on the geographic markets that will provide them with the best
opportunities.  The more focused Business Plan contemplates the
disposition of certain of the Debtors' oldest and least-cost
effective to deploy rigs, in addition to any ancillary, unwanted
equipment.  The sale of these unnecessary or burdensome assets will
enable the Debtors to avoid related carrying costs and will
effectively right-size the company.  Consistent with the Business
Plan, the Debtors are selling the Paragon MSS2 as authorized by the
Court's Order approving the Debtor's Motion for Authorization to
Sell the Paragon MSS2 Free and Clear of All Liens, Claims,
Encumbrances, and Other Interests to Mer Group Puerto Rico LLC
Pursuant to an Agreement for Sale and Recycling.  The Debtors
intend to continue the sale of certain rigs and related equipment
consistent with the Business Plan.

The rigs and related equipment designated for sale are nonessential
assets of de minimis value to the Debtors and their estates.
Furthermore, the ownership of the De Minimis Assets necessitates
certain carrying costs such as maintenance and storage fees.
Maintaining these rigs would require the Debtors to expend their
funds on storage, surveying, refurbishing, repairs, transportation,
and other related costs.  In the Debtors' business judgment, the
rigs and related equipment slated for sale pursuant to the Business
Plan cannot be deployed on a cash flow positive basis.  Further,
storing these rigs incurs stacking costs of approximately $2,000
per rig, per day, on average.  The ability to sell these De Minimis
Assets during these chapter 11 cases will eliminate the cost of
maintaining these nonessential assets and will generate additional
cash to fund ongoing operations.

The Debtors may desire to engage brokers, agents, or auctioneers to
obtain the maximal return for the sale of the assets.  In light of
the de minimis sale price of the MSS2 and the similarly situated
assets the Debtors wish to sell, the Debtors anticipate that the
sale of the De Minimis Assets will likely result in few, if any
proceeds once necessary third party and other disposition-related
costs are accounted for, and could, in a handful of certain
instances, result in proceeds of up to approximately $2,000,000.
Given these minimal returns, it would be an inefficient use of
resources to seek Court approval for each individual rig sale and
the payment of related fees and costs.  Moreover, the cost and
delay associated with seeking Court approval of each sale could
substantially diminish the economic benefits of the transactions or
cause the Debtors to miss a window of opportunity to dispose of
such rigs and related equipment.

To lessen the potential burdens and costs associated with carrying
the De Minimis Assets during these chapter 11 cases, the Debtors
are seeking approval of the procedures.  The Debtors propose to
utilize the procedures below in lieu of Court approval to obtain
more expeditious and cost-effective review by interested parties of
certain sales involving the less valuable, non-core, De Minimis
Assets.  All other sale transactions outside of the ordinary course
of the Debtors' businesses would remain subject to Court approval.

The Debtors propose to implement these Sale Procedures for the sale
or transfer of the De Minimis Assets:

          a. With regard to the sale or transfer of a De Minimis
Asset in any individual transaction or series of related
transactions to a single buyer or group of related buyers with net
proceeds less than or equal to $100,000.

          b. With regard to the sale or transfer of a De Minimis
Asset in any individual transaction or series of related
transactions to a single buyer or group of related buyers with net
proceeds greater than $100,000 and less than or equal to
$2,500,000.

          c. The Debtors will, at least 10 calendar days prior to
closing, effectuating, or authorizing such sale or transfer, give
written notice of such sale or transfer.

          d. If no written objection by any of the Sale Notice
Parties is received by the Debtors' counsel or filed with the Court
within 10 calendar days of the date of such notice, the Debtors are
authorized to immediately consummate such sale or transfer.  The
Sale Objection Deadline will be extended such that the Sale Notice
Parties will have an additional 5 calendar days to object in
accordance with the Sale Procedures.

          e. Any such transactions shall be free and clear of all
liens, claims, interests, and encumbrances with such liens, claims,
interests, and encumbrances, if any, attaching only to the sale
proceeds with the same validity, extent, and priority as had
attached to such rigs immediately prior to the transaction.

          f. Good faith purchasers of assets shall be entitled to
the protections of Bankruptcy Code section 363(m).

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

        http://bankrupt.com/misc/Paragon_Offshore_1074_Sales.pdf

The Sale Procedures will enable the Debtors to defray or avoid any
operational, carrying, storage, or other expenses associated with
the De Minimis Assets, protect the Debtors against the possible
declining value of certain De Minimis Assets, and minimize the
costs associated with delays in the sale or transfer of such rigs.
Moreover, the Sale Procedures will enable the Debtors to take
advantage of sale opportunities that are available only for a
limited time, and will monetize otherwise unusable assets.
Accordingly, the Debtors ask the Court to authorize them to (i)
implement the Sale Procedures as set forth, (ii) consummate sales
of De Minimis Assets free and clear of all liens, claims,
interests, and encumbrances without the need for further Court
approval, and (iii) pay any necessary fees and expenses incurred in
connection with the sale of such assets.

The Debtors propose to streamline the process and shorten the
applicable notice periods to maximize the net value realized from
sales of De Minimis Assets for the benefit of all
parties-in-interest.

Any delay in the Debtors' ability to sell or transfer De Minimis
Assets could result in lost sale opportunities and the incurrence
of additional costs and fees. Accordingly, the Debtors submit that
the 14-day stay required by Bankruptcy Rule 6004(h) should be
waived.

                     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.


PARKSIDE CINTAS: $2.3 Million Loan "Troubled," Moody's Says
-----------------------------------------------------------
Moody's Investors Service has affirmed the ratings on two classes
and downgraded the ratings on two classes in Bear Stearns
Commercial Mortgage Securities Trust, Commercial Mortgage
Pass-Through Certificates, Series 2006-TOP24:

Cl. A-J, Affirmed Caa1 (sf); previously on Mar 11, 2016 Affirmed
Caa1 (sf)

Cl. B, Downgraded to C (sf); previously on Mar 11, 2016 Affirmed
Caa3 (sf)

Cl. C, Affirmed C (sf); previously on Mar 11, 2016 Affirmed C (sf)

Cl. X-1, Downgraded to Caa3 (sf); previously on Mar 11, 2016
Downgraded to B1 (sf)

RATINGS RATIONALE

The rating on Classes A-J and C were affirmed because the ratings
are consistent with expected recovery of principal and interest
from specially serviced and troubled loans plus realized losses.
Class C has already experienced a 49% realized loss as result of
previously liquidated loans.

The rating on Class B was downgraded due to realized losses and
anticipated losses from specially serviced and troubled loans.

The rating on the IO Class, Class X-1, was downgraded due to the
decline in the credit performance of its reference classes
resulting from principal paydowns of higher quality reference
classes.

Moody's rating action reflects a base expected loss of 41.5% of the
current balance, compared to 6.4% at Moody's last review. Moody's
base expected loss plus realized losses is now 10.8% of the
original pooled balance, compared to 11.4% at the last review.
Moody's provides a current list of base expected losses for conduit
and fusion CMBS transactions on moodys.com at:

http://www.moodys.com/viewresearchdoc.aspx?docid=PBS_SF215255.

FACTORS THAT WOULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS:

The performance expectations for a given variable indicate Moody's
forward-looking view of the likely range of performance over the
medium term. Performance that falls outside the given range can
indicate that the collateral's credit quality is stronger or weaker
than Moody's had previously expected.

Factors that could lead to an upgrade of the ratings include a
significant amount of loan paydowns or amortization, an increase in
the pool's share of defeasance or an improvement in pool
performance.

Factors that could lead to a downgrade of the ratings include a
decline in the performance of the pool, loan concentration, an
increase in realized and expected losses from specially serviced
and troubled loans or interest shortfalls.

METHODOLOGY UNDERLYING THE RATING ACTION

The methodologies used in these ratings were "Moody's Approach to
Rating Large Loan and Single Asset/Single Borrower CMBS" published
in October 2015, and "Moody's Approach to Rating Structured Finance
Interest-Only Securities" published in October 2015.

Moody's analysis incorporated a loss and recovery approach in
rating the P&I classes in this deal since 72.2% of the pool is in
special servicing and Moody's has identified additional troubled
loans representing 2.3% of the pool. In this approach, Moody's
determines a probability of default for each specially serviced and
troubled loan that it expects will generate a loss and estimates a
loss given default based on a review of broker's opinions of value
(if available), other information from the special servicer,
available market data and Moody's internal data. The loss given
default for each loan also takes into consideration repayment of
servicer advances to date, estimated future advances and closing
costs. Translating the probability of default and loss given
default into an expected loss estimate, Moody's then applies the
aggregate loss from specially serviced and troubled loans to the
most junior classes and the recovery as a pay down of principal to
the most senior classes

DESCRIPTION OF MODELS USED

Moody's uses a variation of Herf to measure the diversity of loan
sizes, where a higher number represents greater diversity. Loan
concentration has an important bearing on potential rating
volatility, including the risk of multiple notch downgrades under
adverse circumstances. The credit neutral Herf score is 40. The
pool has a Herf of 2, compared to 14 at Moody's last review.

Moody's analysis used the excel-based Large Loan Model. The large
loan model derives credit enhancement levels based on an
aggregation of adjusted loan-level proceeds derived from Moody's
loan-level LTV ratios. Major adjustments to determining proceeds
include leverage, loan structure and property type. Moody's also
further adjusts these aggregated proceeds for any pooling benefits
associated with loan level diversity and other concentrations and
correlations.

DEAL PERFORMANCE

As of the January 12, 2017 distribution date, the transaction's
aggregate certificate balance has decreased by 93% to $101.7
million from $1.5 billion at securitization. The certificates are
collateralized by 11 mortgage loans ranging in size from less than
1% to 67.6% of the pool. One loan, constituting 14.7% of the pool,
has an investment-grade structured credit assessment and one loan,
constituting 1.7% of the pool, has defeased and is secured by US
government securities.

Three loans, constituting 5.6% of the pool, are on the master
servicer's watchlist. The watchlist includes loans that meet
certain portfolio review guidelines established as part of the CRE
Finance Council (CREFC) monthly reporting package. As part of
Moody's ongoing monitoring of a transaction, the agency reviews the
watchlist to assess which loans have material issues that could
affect performance.

Twenty-two loans have been liquidated from the pool with a loss,
resulting in an aggregate realized loss of $123.5 million (for an
average loss severity of 47%). Three loans, constituting 72.2% of
the pool, are currently in special servicing. The largest specially
serviced loan is the Dulles Executive Plaza ($68.8 million -- 67.6%
of the pool), which is secured by a 380,000 square foot (SF) office
building located in Herndon, Virginia. As per the August 2016 rent
roll, the collateral was 89% occupied, the same as in September
2015. The largest tenant is the Lockheed Martin Corporation with
leases for 50% and 33% of the NRA that expire in 2021 and 2019,
respectively. Lockheed Martin Corporation has previously reduced
its space at this property. Due to the tenant concentration,
Moody's value incorporated a a "lit/dark" analysis. The loan
transferred to special servicing in August 2016 due to imminent
maturity default. As per the special servicer, the borrower
marketed the property prior to the maturity date but the purchase
bids were below the debt level. The noteholder will pursue rights
and remedies as applicable.

The remaining two specially serviced loans are secured by retail
properties. Moody's has also assumed a high default probability for
one poorly performing loan, constituting 2% of the pool, and has
estimated an aggregate loss of $42 million (a 56% expected loss on
average) from these specially serviced and troubled loans.

As of the January 12, 2017 remittance statement cumulative interest
shortfalls were $2.5 million. Moody's anticipates interest
shortfalls will continue because of the exposure to specially
serviced loans and/or modified loans. Interest shortfalls are
caused by special servicing fees, including workout and liquidation
fees, appraisal entitlement reductions (ASERs), loan modifications
and extraordinary trust expenses.

The loan with a structured credit assessment is the 461 Fifth
Avenue Loan ($15 million -- 14.7% of the pool), which is secured by
a fee position in a parcel of land under a 25-story office building
measuring 204,000 square feet (SF). The collateral is located on
the corner of 40th street and Fifth Avenue, in the Grand Central
submarket of Manhattan, New York. Moody's structured credit
assessment and stressed DSCR are aaa (sca.pd) and 1.51X,
respectively.

The top three performing loans represent 8.9% of the pool balance.
The largest loan is the Residence Inn by Marriott Loan ($3.8
million -- 3.8% of the pool), which is secured by a 74-room, 14
story, limited service hotel and parking garage located along
Bigelow Boulevard in Pittsburgh, Pennsylvania. There is an assisted
living facility attached to the hotel on the opposite side of the
parking garage. The two buildings are connected by a courtyard
above the parking garage. The property is located within a mile of
the University of Pittsburgh, Carnegie Mellon University, UPMC
Hospitals (including the New Children's Hospital of Pittsburgh),
Hillman Cancer Center and approximately 3.5 miles from Heinz Field.
The December 2015 trailing twelve month occupancy, average daily
rate (ADR) and revenue per available room (RevPar) were 78.4%,
$131.53 and $103.18, respectively. The loan benefits from
amortization. Moody's LTV and stressed DSCR are 36.4% and 3.49X,
respectively, compared to 46.6% and 2.73X at the last review.

The second largest performing loan is the 5226 Hwy 153 Loan ($2.8
million -- 2.8% of the pool), which is secured by an 84,000 square
foot (SF) retail center located in Hixon, Tennessee approximately
10 miles from Chattanooga, Tennessee. As per the September 2016
rent roll, the property was 100% occupied. The loan benefits from
amortization. Moody's LTV and stressed DSCR are 54.7% and 1.84X,
respectively, compared to 60.1% and 1.67X at the last review.

The third largest performing loan is the Parkside Cintas Loan ($2.3
million -- 2.3% of the pool), which is secured by a single tenant,
industrial flex building measuring 19,000 square feet (SF). The
tenant Cintas Corporation has a lease which is coterminous with the
loans maturity date of February 2017. As per the master servicer,
the tenant will not exercise their rights to extend the lease. Due
to the departure of the sole tenant; Moody's has identified this as
a troubled loan.


PAYLESS INC: S&P Cuts CCR to 'CCC' on Possible Debt Restructuring
-----------------------------------------------------------------
S&P Global Ratings lowered its corporate credit rating on Payless
Inc. to 'CCC' from 'B-'.  The outlook is negative.

At the same time, S&P lowered the issue-level ratings on the
first-lien term loan to 'CCC' from 'B-' and on the second-lien term
loan to 'CC' from 'CCC'.  S&P's '4' recovery rating on the
first-lien term loan reflects its expectation for average recovery
in the event of default, at the low end of the 30% to 50% range.
S&P's '6' recovery rating on the second-lien term loan reflects its
expectation for negligible (0% to 10%) recovery in the event of
default.

"The downgrade reflects our view that suppressed debt trading
prices on the company's debt could culminate in a potential debt
restructuring," said credit analyst Andrew Bove.  "We believe the
entity's existing capital structure is unsustainable given our
expectation for persistently negative free operating cash flow and
shrinking revolver availability, and that the company will likely
pursue options to address its capital structure over the next 12
months."

The negative outlook on Payless Inc. reflects the increasing
likelihood that the company will pursue a debt restructuring within
the next 12 months to address its unsustainable capital structure.

S&P could lower the ratings, including the corporate credit rating,
to 'CC' if the company publicly announces a restructuring. S&P
could also lower the corporate credit rating to 'SD' if a
restructuring occurs without a pre-announcement.

Although unlikely, S&P could raise the ratings if the company
meaningfully strengthens performance and S&P's view of its standing
in credit market improves.  S&P would also need to believe that the
prospects for a debt restructuring are unlikely.


PHOENIX MANUFACTURING: Convenience Class to Get $1K Over 18 Mos.
----------------------------------------------------------------
Phoenix Manufacturing Partners LLC filed with the U.S. Bankruptcy
Court for the District of Arizona a first amended disclosure
statement referring to the Debtor's first amended joint plan of
reorganization dated Feb. 1, 2017.

Class 10 Convenience Class consists of general unsecured creditors
whose claims are individually less than or equal to $1,000; or
general unsecured creditors who elect to reduce their allowed
claims to $1,000.  Class 10 is impaired by the Amended Plan.  All
holders of Class 10 claims are entitled to vote and will be
solicited to vote on the Amended Plan.  Each holder of an Allowed
Class 10 Claim will be paid the full amount of its claim, up to
$1,000, over 18 months after the Effective Date.

Funds to be used to make cash payments under the Amended Plan have
been or will be generated from (i) the Reorganized Debtor's
operations, (ii) new value contributions, and (iii) the net
proceeds from any avoidance actions.  The Reorganized Debtor will
make distributions under the Amended Plan to holders of allowed
claims and report on activity in this account in periodic reports
to the Court.

Any sums recovered by avoidance actions brought by the Debtors or
Reorganized Debtor, net of the attorneys' fees and costs associated
with prosecuting the avoidance actions, will be used to fund the
Amended Plan; unless all payments required by the Amended Plan have
been made, in which case, those sums will accrue to the benefit of
the Reorganized Debtor.

The First Amended Disclosure Statement is available at:

           http://bankrupt.com/misc/azb16-04898-258.pdf

As reported by the Troubled Company Reporter on Dec. 16, 2016, the
Debtor filed with the Court a disclosure statement referring to the
Debtor's plan of reorganization.  Under that plan, Class 9 General
Unsecured Claims are impaired under the Plan.  The amount of the
General Unsecured Creditors is approximately $4,400,000.  Each
holder of an Allowed Class 9 Claim will be paid 5% of their claim
with no interest, commencing the first day of the first full month
after the Effective Date, over a period of 10 years.

              About Phoenix Manufacturing Partners

Phoenix Manufacturing Partners LLC sought protection under Chapter
11 of the Bankruptcy Code (Bankr. D. Ariz. Case No. 16-04898) on
May 3, 2016.  Its affiliates Joined Alloys, LLC, and DLS Precision
Fab, LLC, filed for Chapter 11 protection (Case Nos. 16-06107 and
16-06109) on May 27, 2016.

The petitions were signed by Joe Yockey, president & managing
member.  The cases are jointly administered under Case No. 16-04898
and are assigned to Judge Edward P. Ballinger, Jr.

Bradley J. Stevens, Esq., at Jennings, Strouss & Salmon, P.L.C., A
Professional Limited Liability Company, serves as the Debtors'
bankruptcy counsel.

Phoenix Manufacturing estimated assets of $0 to $50,000 and debts
of $10 million to $50 million.

Joined Alloys and DLS Precision estimated both assets and
liabilities in the range of $1 million to $10 million.

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


PINNACLE AUTO: Case Summary & 3 Unsecured Creditors
---------------------------------------------------
Debtor: Pinnacle Auto Lease Inc
        P O Box 1976
        Oklahoma City, OK 73101

Case No.: 17-10319

Chapter 11 Petition Date: February 2, 2017

Court: United States Bankruptcy Court
       Western District of Oklahoma (Oklahoma City)

Judge: Hon. Sarah A. Hall

Debtor's Counsel: David B. Sisson, Esq.
                  LAW OFFICES OF B DAVID SISSON
                  PO Box 534
                  224 W. Gray, Ste 101
                  Norman, OK 73070-0534
                  Tel: (405) 447-2521
                  Fax: (405) 447-2552
                  E-mail: sisson@sissonlawoffice.com

Total Assets: $26.73 million

Total Debts: $16.97 million

The petition was signed by James H Holman, president.

Debtor's List of Three Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
The Car Store LLC                     Trade Debt       $9,716,877
5001 S Shields Blvd
Oklahoma City, OK 73129

Bank of Commerce                      Contracts        $2,361,786
1601 W Commerce
Duncan, OK 73533

Pinnacle Auto Lease II LLC            Trade Debt          $10,381
5001 S Shields Blvd
Oklahoma City, OK
73129


PINNACLE OPERATING: S&P Lowers CCR to 'CC' on Exchange Offering
---------------------------------------------------------------
S&P Global Ratings lowered its corporate credit rating on
Colorado-based Pinnacle Operating Corp. to 'CC' from 'CCC'.  The
outlook is negative.

Pinnacle Operating has announced a proposed exchange offering,
which S&P would view as a distressed exchange, if completed.  In
the proposed exchange, second-lien notes due 2020 would be
exchanged partially for 1.5-lien notes and partially for preferred
stock.  The negative outlook reflects the likelihood that S&P will
lower the corporate credit rating to 'SD' at the close of the
exchange.

S&P also revised its assessment of the company's business risk
profile to vulnerable from weak, given the company's volatility of
profits compared with industry peers in the face of a challenging
operating environment.

The issue-level and recovery ratings on the company's senior
secured first-lien term loan remain 'CCC' and '4', respectively.
The '4' recovery rating indicates S&P's expectation for average
(higher end of the 30% to 50% range) recovery in the event of
payment default.  

Additionally, the issue-level and recovery ratings on the company's
senior secured second-lien notes remain 'CC' and '6', respectively.
The '6' recovery rating indicates S&P's expectation for negligible
recovery (0% to 10%) in the event of payment default.

S&P expects to assign ratings to the company's proposed 1.5-lien
notes if the exchange is completed and S&P has more clarity on the
post-exchange ultimate capital structure.

"Pinnacle has announced a proposed exchange offering in which its
second-lien notes due in 2020 would be exchanged partially for new
1.5-lien notes due in 2023 and partially for preferred stock," said
S&P Global Ratings credit analyst Allison Schroeder.  "We view the
tender for the 2020 notes as distressed because participating note
holders will receive less than the original promise," she added.

S&P expects to lower the corporate credit to 'SD' and the rating on
the 2020 notes to 'D' at the close of the transaction.  The company
plans to use a combination of proceeds from the proposed
transaction and new committed capital investment for debt
reduction.  The company also plans to amend and extend its
asset-based lending facility and first-lien term loan maturities.

The outlook is negative.  Once the transaction has closed, S&P
expects to lower the corporate credit rating to 'SD' and the rating
on the 2020 senior notes to 'D'.  This reflects S&P's expectation
that the note holders will participate in the tender.

S&P will reevaluate the company's corporate credit rating and
issue-level ratings following the close of the tender.  Emphasis
will be placed on S&P's expectations for liquidity in the face of a
still challenging agricultural environment.

S&P could raise the ratings if the transaction does not close and
if the company addresses its imminent debt maturities.



PRIME SECURITY: S&P Affirms 'B+' CCR on Proposed Term Loan Upsize
-----------------------------------------------------------------
S&P Global Ratings said that it affirmed its 'B+' corporate credit
rating on Boca Raton, Fla.-based Prime Security Services Borrower
LLC.  The outlook is negative.

At the same time, S&P affirmed its 'BB-' issue-level rating on the
company's current credit facility, which includes the proposed $800
million incremental first-lien senior secured credit facility due
in 2022.  The '2' recovery rating on the first-lien debt indicates
S&P's expectation of substantial recovery, at the lower end of the
70%-90% range, in the event of a payment default.

The rating affirmation follows Prime's announcement that it is
seeking to raise an incremental $800 million first-lien term loan
that will fund a special dividend to equity holders including
sponsor Apollo Global Management.  While S&P believes Prime's
aggressive financial policies will result in moderately weaker
credit measures than S&P had forecast, the company remains on track
to improve free cash flow, such that free cash flow to debt
improves to the mid-single-digit percentages by mid-2017.

S&P's assessment of Prime's business risk profile reflects the
substantial scale of the combined Protection One and ADT.  S&P
views Prime's subscriber base of more than 8 million as of Sept.
30, 2016, as sizeable and about 7x as large as the second-largest
U.S. alarm monitoring company in terms of subscribers, according to
S&P's estimates.  The combined company is led by experienced
management from Prime, which has a good track record of improving
operations at alarm monitoring companies, most recently at
Protection One. Key credit risks include intense competition in the
U.S. residential alarm monitoring market from other alarm
monitoring companies as well as telecom providers and cable
companies, growing competition from technology-based solutions,
high industry attrition, and high costs to sign new customers.

Since closing the acquisition on May 2, 2016, management has
focused on three priorities: improving attrition through better
customer service and the acquisition of customers with higher
credit scores, lowering new subscriber creation costs, and
implementing cost savings.  Over the last two quarters, Prime has
made progress in these areas.  As of Sept. 30, 2016,
trailing-12-month net revenue attrition improved 50 basis points
(bps) to 11.4% year over year while gross attrition declined 60 bps
to 15.2%.  Prime's creation multiple decreased to 29.8x recurring
monthly revenue (RMR) in the quarter from 30.3x RMR in the same
period last year as the company reduced marketing spending and grew
commercial subscribers, which incur lower costs.  Finally, Prime
has implemented a portion of the planned cost savings identified
when the merger was announced.  S&P expects additional savings in
the coming year.

Despite the progress, it is still early in the integration.
Management is currently addressing consolidation of branch offices
and the company does not expect to have its service offerings
consolidated onto one platform until later in 2017.  While early
attrition results are promising, the ultimate impact of all of the
changes on Prime's subscriber base and free cash flow generation
remains to be seen.

S&P's assessment of Prime's financial risk profile as highly
leveraged reflects adjusted debt to EBITDA of about 5.3x following
the transaction.  S&P expects leverage to decline to around 4.6x by
Dec. 30, 2017.  The assessment also reflects pro forma free
operating cash flow (FOCF) to debt around 2% as of Dec. 31, 2016,
growing to around 6% by the end of 2017.  Over the next two years,
S&P expects that management will prioritize FOCF generation and
commit to its stated goal of material debt repayment.  In
particular, S&P expects that the company will curtail efforts to
grow its subscriber base and forgo additional shareholder returns
until Prime reduces debt more meaningfully.

S&P's base case assumes:

   -- U.S. GDP growth of 2.4% in 2017.

   -- Low-single-digit percentage revenue growth in 2017 to
      $4.4 billion, below GDP growth due to modest price increases

      and flat subscribers.  EBITDA margin of around 48%,
      expanding to above 54% by 2017 due to cost synergies from
      the acquisition of ADT, particularly in monitoring expense
      and the elimination of duplicative roles, the ending of
      costs to upgrade subscribers from legacy 2G systems, lower
      costs to achieve synergies, and lower expensed subscriber
      acquisition costs assumed with less growth investment.

   -- Capital expenditures (including subscriber system assets,
      and dealer-generated customer accounts and bulk account
      purchases) declining from about $1.3 billion in 2016 to
      $1.05 billion in 2017.  This reduction reflects lower
      investment to grow the subscriber base as well as better
      projected attrition at ADT and lower creation multiples with

      more efficient selling, both of which will reduce spend
      necessary to replace lost subscribers.  No significant
      acquisitions and no additional dividends assumed.

Based on these assumptions, S&P arrives at these credit measures
over the coming year:

   -- S&P Global Ratings' adjusted leverage of about 4.6x at year-
      end 2017; and
   -- Free cash flow to debt 6%.

Prime has adequate liquidity.  Sources of cash are likely to exceed
uses for the next 12 months, even if the company's EBITDA declines
by 15%.

Principal liquidity sources:

   -- $9 million cash balance pro forma the transaction;
   -- Full availability under its $350 million revolving credit
      facility as of Sept. 30, 2016; and
   -- Cash flow from operations of about $1.7 billion in 2017.

Principal liquidity uses:

   -- Mandatory amortization of the first-lien term loan of
      $36 million per year;
   -- Capex requirements of about $1 billion over the next 12
      months; and
   -- No acquisitions or further dividends assumed.

Covenants

The only maintenance covenant is a springing first-lien net
leverage ratio test that triggers when utilization exceeds 30%.

The first-lien test is set at 3.3x and does not step down.  S&P
projects Prime will have greater than 15% cushion on this test over
the next year.

The negative outlook reflects the low free cash flow generation
following the acquisition of ADT and aggressive financial policy.
S&P expects improvements in operational efficiencies through
business restructuring and moderating ADT/Protection One
integration costs, which should lead to improving free cash flow.
However, the timing and ultimate magnitude of operating cost
improvement, supported by the company's expectations for lower
client attrition, and lower subscriber creation multiples, remain
subject to substantial execution risk.  Additionally, continued
aggressive financial policy prior to full integration poses further
risk to the rating.

S&P could revise the outlook to stable if Prime can improve free
cash flow to approach 5% of debt on an annual run rate while
improving attrition and subscriber acquisition costs at the
combined entity in the 12 months following the transaction closing
and demonstrating a commitment to pay down debt with free cash flow
as opposed to shareholder returns.

S&P could lower the rating if it expects that Prime will be unable
to achieve free cash flow approaching 5% of debt at an annual run
rate within 12 months of the transaction closing or if the company
pays another debt financed dividend over the next year.


PROGRESSIVE ACUTE: Taps King Reinsch as Accountants
---------------------------------------------------
Progressive Acute Care, LLC, et al., filed an ex parte application
to the U.S. Bankruptcy Court for the Western District of Louisiana
to employ King, Reinsch, Prosser & Co., L.L.P. as certified public
accountants to the Debtors.

King Reinsch will serve as certified public accountants to the
Debtors in connection with the preparation of the Debtors’
consolidated federal and state income tax returns for the year
ending December 31, 2016; and, to provide related tax consulting
services which may be required in connection therewith nunc pro
tunc to November 21, 2016.

King Reinsch will be paid at these hourly rates:

       Partners              $250
       Managers              $200
       Staff                 $150

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

David D. Schmit, partner of King Reinsch, 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 estate.

King Reinsch can be reached at:

       David D. Schmit
       King, Reinsch, Prosser & Co., L.L.P.
       522 4th Street, Suite 200
       Sioux City, IA 51101-1620
       Tel: (712) 258-5550
       Fax: (712) 277-6705

                  About Progressive Acute Care

Progressive Acute Care, LLC, Progressive Acute Care Avoyelles,
LLC, Progressive Acute Care Oakdale, LLC, and Progressive Acute
Care Winn, LLC filed Chapter 11 petitions (Bankr. W.D. La. Case
Nos. 16-50740, 16-80584, 16-50742, and 16-50743, respectively) on
May 31, 2016.  The petitions were signed by Daniel Rissing, CEO.

The Debtors are represented by Barbara B. Parsons, Esq., Catherine
Noel Steffes, Esq., William E. Steffes, Esq., at Steffes, Vingiello
& McKenzie, LLC.  The case is assigned to Judge Robert Summerhays.
The Debtors retained Solic Capital Advisors, LLC, as their
Financial Advisor.

The Debtors estimated assets and debts at $10 million to $50
million at the time of the filing.



RANCHO PALOMITA: Revises Provisions on Treatment of Secured Claims
------------------------------------------------------------------
Rancho Palomita Advisors LLC filed its latest Chapter 11 plan of
reorganization, which contains revised provisions governing the
treatment of secured claims of Western Alliance Bank and the Town
of Marana.

Under the latest plan, Western Alliance's Class 4 secured claim
will accrue interest from the effective date of the plan at the
rate of 4.5% per annum or the rate on the existing note, whichever
is less.

The note will be payable as follows: (a) a one-time lump sum of
$300,000 to be paid on the effective date of the plan; (b) a
payment of $100,000 to be paid six months from the effective date;
(c) a payment of $200,000 to be paid 12 months from the effective
date; (d) these payments will repeat until the outstanding
principal balance of the note is paid in full; (e) in the event of
a sale, 90% of the proceeds will be applied to the principal
balance in lieu of an upcoming payment pursuant to the proposed
payments; and (f) in the event Rancho pays the discounted price
within 36 months, all bank fees, penalties, etc. will be waived by
Western Alliance.

Meanwhile, the plan proposes to pay Marana's allowed Class 5
secured claim once Western Alliance is paid in full, according to
Rancho's latest disclosure statement filed on Jan. 31 with the U.S.
Bankruptcy Court in Arizona.

A copy of the second amended disclosure statement is available for
free at https://is.gd/UTnDqS

                      About Rancho Palomita

Rancho Palomita Advisors, LLC, filed for Chapter 11 bankruptcy
protection (Bankr. D. Ariz. Case No. 16-04036) on April 14, 2016.
The petition was signed by Richard A. Spross, managing member.

The Debtor is represented by Eric Slocum Sparks, Esq., at Eric
Slocum Sparks PC. The case is assigned to Judge Scott H. Gan.

The Debtor disclosed zero assets and total debts of $1.62 million.

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


REAM PROPERTIES: Ordered to File Revised Plan Outline
-----------------------------------------------------
Ream Properties, LLC, failed to win court approval for its proposed
disclosure statement, which explains the company's plan to exit
Chapter 11 protection.

Judge Mary France of the U.S. Bankruptcy Court for the Middle
District of Pennsylvania on Jan. 31 denied the amended disclosure
statement and sustained the objection of Thomas and Theresa
Hamilton.

In their objection, the Hamiltons complained that the disclosure
statement does not contain "adequate information" and was not filed
in good faith.  

The company listed the Hamiltons as secured creditors in its
schedules of assets and liabilities but they are treated as
unsecured creditors under the plan, according to court filings.

Ream Properties was ordered by the bankruptcy judge to file a
second amended disclosure statement within 45 days of the date of
the court order.

                      About Ream Properties

Ream Properties, LLC, was formed in 2008 for the purpose of
rehabbing and renting affordable properties in the greater
Harrisburg area resulting in the restoration of properties to the
tax and utility roles.

The Debtor sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. M.D. Pa. Case No. 15-02980) on July 15, 2015, listing
under $1 million in assets and liabilities.

Craig A. Diehl, Esq., at the Law Offices of Craig A. Diehl serves
as the Debtor's bankruptcy counsel.


S-3 PUMP: Disclosures Okayed, Plan Hearing Set for March 21
-----------------------------------------------------------
S-3 Pump Service Inc. is now a step closer to emerging from Chapter
11 protection after a bankruptcy judge approved the outline of its
plan of reorganization.

Judge Jeffrey Norman of the U.S. Bankruptcy Court for the Western
District of Louisiana gave the thumbs-up to the disclosure
statement after finding that it contains "adequate information."

The order set a March 10 deadline for creditors to file their
objections and cast their votes accepting or rejecting the plan.

A court hearing to consider confirmation of the plan is scheduled
for March 21, at 10:00 a.m.

Under the restructuring plan, general unsecured creditors will
receive full payment for a period of not more than six years.
General unsecured claims estimated at $4.5 million are impaired.

                     About S-3 Pump Service

S-3 Pump Service, Inc., provider of high-pressure pumping service,
filed a Chapter 11 bankruptcy petition (Bankr. W.D. La. Case No.
16-10383) on March 4, 2016.  The petition was signed by Malcolm
H. Sneed, III, the president.  Judge Jeffrey P. Norman is assigned
to the case.

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

Blanchard, Walker, O'Quin & Roberts serves as the Debtor's counsel.


SCIENTIFIC GAMES: Moody's Affirms B2 Corporate Family Rating
------------------------------------------------------------
Moody's Investors Service assigned ratings to Scientific Games
International, Inc.'s proposed a $534 (sic) extended revolver due
2020, a $3,441 million term B-3 due 2021, and a $1 billion 7.0%
senior secured note add-on due 2022, all of which were rated Ba3.
Scientific Games Corporation B2 Corporate Family Rating, B2-PD
Probability of Default Rating, and SGL-2 Speculative Grade
Liquidity rating were affirmed. The outlook is stable.

Proceeds from the proposed debt offerings will be used to refinance
the company's existing revolver and term loans in full, and fund
the redemption of the company's 8.125% senior subordinated debt due
2018 once these notes becomes callable in March 2017.

"The proposed transaction will improve SGI's financial flexibility
in that it will reduce the company's annual interest expense as
well as push out debt maturities," stated Keith Foley, a Senior
Vice President at Moody's.

"We expect this improved financial flexibility will support SGI's
stated intention to accelerate its deleveraging efforts. This will
be key to the company, which is weakly positioned within its
current rating, to maintain its existing rating, added Foley.

Scientific Games Corporation ratings affirmed:

Corporate Family Rating, at B2

Probability of Default Rating, at B2-PD

8.125% Backed senior subordinated debt due 2018, at Caa1 (LGD 6)

SGL-2 Speculative Grade Liquidity rating

The outlook is stable

New ratings assigned to Scientific Games International, Inc.:

$534 Backed extended revolver due 2020 - Ba3 (LGD 3)

$3,441 Backed million term loan B-3 2021 - Ba3 (LGD 3)

7.0% senior secured note add-on due 2022 - Ba3 (LGD 3)

Scientific International Games, Inc. ratings affirmed:

7.0% secured notes due 2022, at Ba3 (LGD 3)

6.25% senior subordinated 2020, at Caa1 (LGD 6)

6.625% senior subordinated due 2021, at Caa1 (LGD 6)

10% senior unsecured notes due 2022, at Caa1 (LGD 5)

Scientific International Games, Inc. ratings affirmed and to be
withdrawn when the transaction closes:

$592 Backed revolver due 2018, at Ba3 (LGD 3)

$2.3 billion Backed term B-1 due 2020, at Ba3 (LGD 3)

$2.0 billion term B-2 due 2021, at Ba3 (LGD 3)

RATING RATIONALE

Scientific Games Corporation's (SGC) B2 Corporate Family Rating
considers the company's significant leverage that weakly positions
SGC at its current rating. Despite some improvement SGC's in
leverage since the company's largely debt-financed $5.1 billion
acquisition of Bally Technologies, Inc. in November 2014, Moody's
expect debt/EBITDA through fiscal 2018 will remain high. Pro forma
debt/EBITDA is about 7.7 times. Another key credit concern is the
less than favorable outlook for slot machine demand that will
increasingly pressure the revenue and earnings, both in terms of
pricing and demand, for the company's Gaming operating segment.

Partly mitigating SGC's high pro forma leverage is the company's
plan to further reduce costs and accelerate its deleveraging
efforts. Moody's currently expects debt/EBITDA will drop to 6.0
times by the end of fiscal 2018 through a modest amount of absolute
debt reduction, 5% annual revenue growth, and further expense
reductions. On a combined basis, Moody's expects these factors will
contribute to low double digit EBITDA growth in each of the next
two years.

Positive rating consideration is given to SGC's large recurring
revenue base. The contract based nature of a majority of SGC's
revenue provides some level of revenue and earnings stability. The
company is also well-positioned to benefit from the growth of
digital gaming products. SGC owns a large portfolio of
complimentary gaming products and services, both digital and
non-digital, that it can utilize and cross-sell globally among its
various distribution platforms.

SGC's stable rating outlook takes into consideration the company's
plans to reduce leverage, a key factor needed for SGC to avoid a
downgrade. The stable outlook is also supported by the company's
good liquidity profile. SGC benefits from having no near-term debt
maturities along with Moody's expectation that the company will
remain in compliance with the financial covenants contained in its
credit facilities agreement, and only use a relatively small amount
of its $543 million asset based revolver on a regular basis to fund
operating activities.

A ratings upgrade is not likely in the foreseeable future given
Moody's expectations that SGC's leverage will remain high. A higher
rating is possible over the longer-term to the extent the company
demonstrates sustainable earnings and free cash flow improvement
and achieves and maintains debt/EBITDA at or below 5.0 times. SGC's
ratings could be lowered if it appears that, for any reason, the
company is not tracking towards reducing debt/EBITDA at or below
6.0 times by the end of fiscal 2018.

Scientific Games Corporation is a developer of technology-based
products and services and associated content for worldwide gaming
and lottery markets. SGC is the parent company of Scientific Games
International, Inc., the direct borrower of over $8 billion of
SGC's rated debt. SGC is a publicly traded company (NASDAQ:SGMS)
with consolidated revenue for the latest 12-month period ended
September 30, 2016 of about $2.9 billion.

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


SCIENTIFIC GAMES: S&P Affirms 'B' CCR After Proposed Financing Deal
-------------------------------------------------------------------
S&P Global Ratings said that it affirmed its 'B' corporate credit
rating on Las Vegas-based Scientific Games Corp.  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 $3.4 billion term loan
B-3 due 2021.  The '2' recovery rating reflects S&P's expectation
for substantial recovery (70% to 90%; lower half of the range) for
lenders in the event of a payment default.

S&P also affirmed these ratings:

   -- S&P's 'B+' issue-level rating on the company's revolving
      credit facility, which the company is seeking to amend to
      lower the commitment to $534 million from $593 million and
      to extend the maturity to 2020 from 2018.  The recovery
      rating remains '2', reflecting S&P's expectation for
      substantial recovery (70% to 90%; lower half of the range)
      for lenders in the event of a payment default.

   -- S&P's 'B+' issue-level rating on the company's $1.95 billion

      (inclusive of the proposed add-on) 7% senior secured notes
      due 2022.  The recovery rating remains '2', reflecting S&P's

      expectation for substantial recovery (70% to 90%; lower half

      of the range) for lenders in the event of a payment default.

   -- S&P's 'B-' issue-level rating on the company's $2.2 billion
      senior unsecured notes due 2022.  The recovery rating
      remains '5', reflecting S&P's expectation for modest
      recovery (10% to 30%; lower half of the range) for lenders
      in the event of a payment default.  S&P's 'CCC+' issue-level

      rating on the company's $243 million subordinated notes due
      2020 and $341 million subordinated notes due 2021.  The
      recovery rating remains '6', reflecting S&P's expectation
      for negligible recovery (0% to 10%) for lenders in the event

      of a payment default.

Scientific Games plans to use proceeds from the proposed term loan
and additional notes to repay outstanding balances under the
company's term loans B-1 and B-2 ($4.2 billion outstanding at Sept.
30, 2016), and to repay the company's $250 million subordinated
notes due 2018.  S&P will withdraw its ratings on these loans once
they are fully repaid.

The affirmation reflects S&P's forecast that Scientific Games' S&P
Global Ratings-adjusted EBITDA coverage of interest will remain
around 2x through 2018 and that the company will prioritize the use
of free cash flow for debt repayment, which S&P believes partially
mitigates currently high leverage.  S&P forecasts adjusted debt to
EBITDA to be in the low to mid-7x area in 2017 and around 7x in
2018, given S&P's forecast for only modest EBITDA growth and debt
reduction.

The proposed refinancing transaction will push out near-term
maturities and will reduce interest expense modestly, although the
transaction will result in somewhat less pre-payable debt in the
capital structure.  However, S&P believes that the company will
prioritize the use of free cash flow to repay debt over time, and
its capital structure will still have a sizable amount of
pre-payable debt (around 40% of total debt).  Furthermore, given
S&P's expectation for interest rates to rise over the next two
years, it believes the company's shift to a greater level of
fixed-rate debt is prudent risk management.

Scientific Games has a solid position as the second-largest global
gaming equipment and lottery company, which underpins S&P's
satisfactory assessment of the company's business risk profile.
S&P's favorable view of the business also reflects its expectation
that Scientific Games will maintain its good position in the global
lottery industry, in terms of revenue.  S&P expects the company
will maintain a leading position in the U.S. instant ticket market
(Scientific Games supplies 39 of the 44 U.S. jurisdictions that
sell instant lottery games), and its second-place position in the
lottery market (Scientific Games has contracts to operate 10 of the
46 U.S. jurisdictions that operate lotteries).  Scientific Games
benefits from recurring revenue from long-term contracts with
jurisdictions for printed products and lottery systems, from
licensing and service revenue for casino management systems (that
have high retention rates given switching costs), and from
licensing the company's table products and servicing and leasing
gaming machines.

The stability provided by these recurring revenue streams is
modestly offset by the volatility of product sales, in S&P's
view--particularly within gaming equipment, since demand for new
slot machines is driven by the replacement cycle, meaningful
changes in technology, and new market opportunities, which can lead
to lumpiness in demand.  Further, the lottery and gaming industry
is highly competitive and capital-intensive, and also requires
fairly heavy spending on research and development (R&D) to develop
new products and content.  S&P believes product and content
introductions and innovations are critical for Scientific Games to
maintain its competitive advantage in the gaming equipment space
because operators demand popular titles and technology innovations
that resonate with customers.  Scientific Games' good scale in
terms of revenue relative to many smaller competitors allows it to
invest a sizable amount in R&D, although its R&D investment is
meaningfully smaller than its largest competitor, International
Game Technology.

The stable outlook reflects S&P's expectation that Scientific Games
will achieve modest EBITDA growth and debt reduction over the next
year, but that adjusted debt to EBITDA will remain high, at above
7x, through 2017.  Nevertheless, S&P expects EBITDA coverage of
interest will remain around 2x and it believes the company will
continue to use free cash flow to reduce debt balances over time.

S&P could consider lowering the ratings if adjusted EBITDA coverage
of interest deteriorated toward 1.5x, if discretionary cash flow
generation was insufficient to support continued debt reduction, or
if the company's liquidity position were to become impaired.  This
could happen if EBITDA underperformed our current forecast by about
15% as a result of continued declines in the gaming installed base
and revenue per unit, weaker growth in the interactive segment, and
a failure to realize additional cost savings.  S&P would also
consider lower ratings if it believed the company's relatively good
market position in the lottery, gaming, or systems segments had
eroded.

S&P would consider higher ratings if adjusted debt to EBITDA were
sustained below 7x and EBITDA coverage of interest sustained above
2x.  This would likely result from an outperformance of EBITDA
relative to S&P's base case, or a meaningful reduction in debt.


SEMINOLE TRACKS: U.S. Trustee Unable to Appoint Committee
---------------------------------------------------------
An official committee of unsecured creditors has not yet been
appointed in the Chapter 11 case of Seminole Tracks, Inc. as of
Feb. 3, according to a court docket.

Seminole Tracks, Inc., based in New York, NY, filed a Chapter 11
petition (Bankr. M.D. Fla. Case No. 16-10583) on December 13, 2016.
The Hon. Caryl E. Delano presides over the case. Andrew M. Brumby,
at Shutts & Bowen LLP, to serve as bankruptcy counsel.

In its petition, the Debtor estimated $1 million to $10 million in
both assets and liabilities. The petition was signed by by Fabio
Soldati, president.


SMITH MOVERS: Disclosures OK'd; Plan of Reorganization Confirmed
----------------------------------------------------------------
The Hon. Jacqueline P. Cox of the U.S. Bankruptcy Court for the
Northern District of Illinois has approved Smith Movers, Inc.'s
second amended disclosure statement and confirmed the Debtor's
second amended plan of reorganization.

As reported by the Troubled Company Reporter on Oct. 13, 2016, the
Debtor filed a second amended disclosure statement proposing to pay
holders of Class 3 General Unsecured Claims 5% of their claims
without interest for a total distribution of $29,666.

All payments made to Class 3 General Unsecured Creditors will
commence on the first day of the month following the effective date
of the Plan.

Smith Movers Inc. filed a Chapter 11 petition (Bankr. N.D. Ill.
Case No. 15-35798) on Oct. 21, 2015, and is represented by William
E. Jamison, Jr., Esq., at William E. Jamison Jr. & Associates.

Smith Movers is engaged in the general commercial and residential
moving business.


SOUTHPORT & SHEFFIELD: Loan Servicer Proceeding with Foreclosure
----------------------------------------------------------------
Fitch Ratings has affirmed nine classes of UBS Commercial Trust
2012-C1 (UBS 2012-C1) commercial mortgage pass-through
certificates.

KEY RATING DRIVERS

Stable Performance: The affirmations are based on the stable
performance of the underlying collateral pool and significant
percentage of defeased assets. Of the collateral, 22.9% is
defeased, including three of the top six loans.

As of the January 2017 distribution date, the pool's aggregate
principal balance had been reduced by 14.1% to $1.14 billion from
$1.33 billion at issuance. There are four Fitch Loans of Concern
(5.1% of the pool) including one specially serviced loan (0.5%).
Fitch will continue to monitor these loans going forward.

Property Type Diversity: No property type accounts for more than
30% of the transaction collateral. Retail is highest at 27.6%.

Dream Downtown Net Lease: The largest loan in the transaction
(10.5% of the pool) is secured by the fee simple interest in the
property located at 346 West 27th Street in Manhattan, subject to
the rights of net lease tenants under two separate net leases,
which expire in September 2112. The 316-room Dream Hotel Downtown
operates at the site. The income from the two net leases is the
sole source of cash flow to pay the loan's debt service (which the
servicer reported, as of YTD June 2016, at 1.12x). In the event of
a default on the net lease payments, the sponsor has the right to
take over the operations of the hotel, which may generate
significantly higher cash flow than the net lease payments. At
issuance, hotel operations ran at a 1.2x multiple of the net
leases. The servicer has not provided updated operating performance
on the underlying hotel.

Specially Serviced Loan: The Southport & Sheffield loan (0.5%),
which is secured by two mixed-use properties
(retail/multifamily/medical office), located in Chicago, IL
transferred to special servicing in December 2015. Per the
servicer, the loan was transferred to the special servicer due to
fraud on the part of the borrower and guarantor in connection with
the loan origination process. Further, the borrower has reportedly
not submitted quarterly or annual financial statements or rent
rolls to the servicer since June 2012. The borrower remains
unresponsive; the special servicer is moving forward with
foreclosure.

RATING SENSITIVITIES
The Positive Outlooks assigned to classes B and C reflect the
possibility of an upgrade in the future should credit enhancement
and defeasance continue to improve; and/or should Fitch Loans of
Concern, including the specially serviced asset, show improved
performance in the next year.

Rating Outlooks for the remaining classes remain Stable due to the
pool's otherwise overall stable performance and expected improved
future amortization. Upgrades may occur with improved pool
performance and additional paydown or defeasance. Downgrades to the
classes are possible should an asset level or economic event cause
a decline in pool performance.

DUE DILIGENCE USAGE
No third-party due diligence was provided or reviewed in relation
to this rating action.

Fitch has affirmed the following ratings:

-- $647.9 million class A-3 at 'AAAsf'; Outlook Stable;
-- $96 million class A-AB at 'AAAsf'; Outlook Stable;
-- $113.1 million class A-S at 'AAAsf'; Outlook Stable;
-- $857 million class X-A* at 'AAAsf'; Outlook Stable;
-- $66.5 million class B at 'AAsf'; Outlook Positive;
-- $49.9 million class C at 'Asf'; Outlook Positive.
-- $74.9 million class D at 'BBB-sf'; Outlook Stable;
-- $26.6 million class E at 'BBsf'; Outlook Stable;
-- $23.3 million class F at 'Bsf'; Outlook Stable.

*Notional amount and interest-only.

Class A- 1 and A-2 have paid in full. Fitch does not rate the class
G or X-B interest-only certificates.



SRAMPICKAL DEVELOPERS: Case Summary & 2 Top Unsecured Creditors
---------------------------------------------------------------
Debtor: Srampickal Developers, LLC
          dba Thrift World
        2375 Welsh Road
        Philadelphia, PA 19114

Case No.: 17-10781

Chapter 11 Petition Date: February 3, 2017

Court: United States Bankruptcy Court
       Eastern District of Pennsylvania (Philadelphia)

Judge: Hon. Magdeline D. Coleman

Debtor's Counsel: Gary E. Thompson, Esq.
                  GARY E. THOMPSON
                  150 E. Swedesford Road, 1st Floor
                  Wayne, PA 19087
                  Tel: (610) 975-9737
                  Fax: (610)975-0826
                  E-mail: get24esq@aol.com

Total Assets: $2.02 million

Total Liabilities: $865,200

The petition was signed by Elizabeth Thomas, member.

A copy of the Debtor's list of two unsecured creditors is available
for free at http://bankrupt.com/misc/paeb17-10781.pdf


STAINLESS SALES: Involuntary Chapter 11 Case Summary
----------------------------------------------------
Alleged Debtor: Stainless Sales Corporation
                2301 Windsor Ct., Suite B
                Addison, IL 60101

Case Number: 17-03148

Involuntary Chapter 11 Petition Date: February 3, 2017

Court: United States Bankruptcy Court
       Northern District of Illinois (Chicago)

Petitioners' Counsel: Shelly A. DeRousse, Esq.
                      FREEBORN & PETERS LLP
                      311 South Wacker Drive, Suite 3000
                      Chicago, IL 60606
                      Tel: 312-360-6315
                      Fax: 312-360-6520
                      E-mail: sderousse@freeborn.com

                            - and -

                      Devon J Eggert, Esq.
                      FREEBORN & PETERS LLP
                      311 S. Wacker Dr., Ste. 3000
                      Chicago, IL 60606
                      Tel: (312) 360-6305
                      Fax: (312) 630-6572
                      E-mail: deggert@freeborn.com

                            - and -

                      Elizabeth L Janczak, Esq.
                      FREEBORN & PETERS LLP
                      311 S. Wacker Drive Suite 3000
                      Chicago, IL 60606
                      Tel: (312) - 3606000
                      E-mail: ejanczak@freeborn.com

   Petitioners                  Nature of Claim  Claim Amount
   -----------                  ---------------  ------------
Acme Transportation Company        Services           $94,652
5950 W. 66th St. Unit B            Provided
P.O. Box 388549
Bedford Park, IL 60638

Ampere Electrical Services, Inc.   Goods &           $250,111
692 Industrial Dr.                 Services
Bensenville, IL 60106

Carrier One Inc.                   Services          $45,750
12161 S. Central Ave. Unit 2016    Provided
Alsip, IL 60803

Fluid Power Services, Inc.         Goods &           $24,016
4001 W. Ridge Rd.                  Services
Gary, IN 46408


STANDARD INDUSTRIES: Moody's Affirms Ba2 Corporate Family Rating
----------------------------------------------------------------
Moody's Investors Service affirmed Standard Industries, Inc.'s Ba2
Corporate Family Rating and its Ba2-PD Probability of Default
Rating as it continues with its acquisition of Braas Monier
Building Group S.A. (B1, Possible Upgrade), a global supplier of
concrete and clay tiles and building materials for pitched roofs
primarily used in European residential buildings.

In related rating actions, Moody's assigned a Ba2 to the company's
proposed senior unsecured notes due 2027 and affirmed Standard's
other Ba2 senior unsecured notes.

Moody's expects the proposed notes due 2027 will rank pari passu to
the company's other unsecured notes. Upon closing of the
acquisition, Moody's will assign a Ba2 rating to Braas Monier's
EUR200 mil. secured revolving credit facility and its EUR435 mil.
secured notes due 2021 (both currently rated Ba3, on review for
upgrade), which rank pari passu to each other. Each has a first
lien on substantially all of Braas's assets. Standard Industries is
unlikely to provide a downstream guarantee; hence, a differential
in rating between the company's unsecured notes and Braas's secured
debt is not warranted. Closing is anticipated for mid-March at
which time Standard should receive final antitrust approval. The
rating outlook is stable.

Standard is continuing with its acquisition of Braas Monier for
approximately $1.7 billion, financed with cash, an equity infusion
from Standard's parent company, proceeds from the proposed $500
million unsecured notes due 2027 and assumption of debt. The
acquisition of Braas Monier expands Standard's product offering in
Europe. Braas Monier is a specialist in pitched roofing, used in
residential building applications, while Standard, through its
acquisition of Icopal in April 2016, is focused on European flat
roofing products typically for commercial roofing applications.
Standard indicated that it would now have a balanced regional
portfolio with 56% of revenues earned in North America, 41% from
Europe and 3% from Asia and Africa.

The following ratings/assessments are affected by this action:

Issuer: Standard Industries Inc.

Assignments:

-- $500M Senior Unsecured Notes due 2027, Assigned Ba2 (LGD4)

Outlook Actions:

-- Outlook, Remains Stable

Affirmations:

-- Probability of Default Rating, Affirmed Ba2-PD

-- Corporate Family Rating, Affirmed Ba2

-- $1,100M Senior Unsecured Notes due 2024, Affirmed Ba2 (LGD4)

-- $1,100M Senior Unsecured Notes due 2025, Affirmed Ba2 (LGD4)

-- $500M Senior Unsecured Notes due 2023, Affirmed Ba2 (LGD4)

-- $500M Senior Unsecured Notes due 2021, Affirmed Ba2 (LGD4)

RATINGS RATIONALE

Standard's Ba2 Corporate Family Rating reflects key debt credit
metrics that, on a pro forma basis, should remain suitable. Upon
successful closing of the proposed acquisition of Braas Monier,
Standard will have a sizeable revenue base of approximately $5.4
billion. Operating margins will remain very strong, despite Braas
Monier generating lower margins (9% adjusted EBITA margin for LTM
3Q16) than Standard. The addition of Braas Monier along with
Icopal, acquired in April 2016, expands Standard's market position
in European roofing, offering steady demand and cash flows.
Standard has a strong market share for roofing products.
Fundamentals for roofing materials, main driver of Standard's
revenues and resulting earnings, remain sound. Roofing repair
demand is an ongoing strength in the repair and remodeling sector,
and exhibits less volatility than other building products due to
its nondiscretionary nature. However, credit metrics are
deteriorating modestly. Moody's estimates debt leverage near 4.5x
on a pro forma basis versus about 4.0x at 3Q16 and interest
coverage, measured as EBITA-to-interest expense, around the 3.5x
range versus 4.4x for LTM 3Q16. The large cash component of the
transaction keeps pro forma leverage at a reasonable level for the
current rating.

Many risks remain. Standard is facing significant integration risks
as it enter new European markets, where labor laws and building
codes are very different from the US. Standard will have to contend
with new supply and distribution channels as well. Moody's believes
that Standard will eventually merge Icopal and Braas Monier into
one entity, creating further risks. Also, balance sheet debt is
increasing significantly to about $4.3 billion. Braas Monier has
sizeable pension liabilities, totaling about $425 million at FYE15.
Standard's total adjusted balance is about $5.0 billion, a sizeable
increase from $2.4 billion at FYE15. However, Moody's recognizes
that Standard has sizeable cash balances following the acquisition.
Moody's expects the company to generate a large amount of free cash
flow (excluding dividends) throughout the year, in spite of higher
debt service requirements and working capital needs. A very good
liquidity profile gives Standard financial flexibility to contend
with potential labor or market disruptions while servicing its
basic cash obligations.

The stable rating outlook reflects Standard's commitment to
maintaining its very good liquidity profile. It also reflects
Moody's expectations that Standard's credit profile will remain
supportive of its Ba2 Corporate Family Rating over the next 12 to
18 months.

Moody's does not anticipate positive rating actions over
intermediate term, since Standard's key debt credit metrics are
stretched due to the pending Braas Monier acquisition. However,
positive ratings momentum could ensue if Standard successfully
integrates Braas Monier and operating performance exceeds Moody's
expectations and yields the following credit metrics (ratios
include Moody's standard adjustments):

-- Debt-to-EBITDA sustained below 3.0x

-- EBITA-to-interest expense sustained above 4.5x

-- Free cash flow-to-debt consistently above 10%

Negative rating actions could occur if Standard's operating
performance falls below Moody's expectations, or if the company
faces unforeseen challenges with the integration of Braas Monier,
resulting in the following credit metrics (ratios include Moody's
standard adjustments) and characteristics:

-- Debt-to-EBITDA sustained above 4.25x

-- EBITA-to-interest expense remains below 3.0x

-- Deterioration in the company's liquidity profile

-- Larger than projected shareholder distributions

-- Large debt-financed acquisitions

The principal methodology used in these ratings was "Global
Manufacturing Companies" published in July 2014.

Standard Industries Inc., headquartered in Parsippany, NJ, is a
privately held global holding company with over 7,500 employees and
operations in more than 80 countries. Its building products
interests collectively represent the world's largest manufacturer
and marketer of roofing products and accessories for residential
and commercial markets. Operating subsidiaries include: GAF, a
leading North American roofing manufacturer; Icopal, a leading
European commercial roofing business; SGI, a leading North American
aggregates and mining company; and Siplast, a provider of high-end
modified bitumen membranes and liquid-applied roofing products.
Annualized revenues on a pro forma basis total approximately $5.4
billion.


STONE ENERGY: Hires Ernst & Young as Tax Services Providers
-----------------------------------------------------------
Stone Energy Corporation, et al., seek authorization from the U.S.
Bankruptcy Court for the Southern District of Texas to employ Ernst
& Young LLP as audit and tax services providers for the Debtors,
nunc pro tunc to the December 14, 2016 petition date.

Ernst & Young agreed to provide certain tax services to the Debtors
in connection with the Chapter 11 cases upon approval of the Court.
A summary description of these Tax Services is set forth below and
fully described in the Tax Services Engagement Letter and the
Statement of Work ("SOWs"):

Debt Restructuring SOW Services:

   -- advise the Debtors in developing an understanding of the tax

      issues and options related to a potential out of court
      restructuring and/or bankruptcy filing, taking into account
      the Debtors' specific facts and circumstances, for US
      federal and state income tax purposes;

   -- understand and advise the Debtors on the tax implication of
      potential restructuring alternatives by analyzing and
      assisting to determine the applicable US federal income tax
      treatment of such items, in the form of modeling, including
      debt modifications; cancellation of indebtedness income;
      availability and limitations upon the use of tax attributes
      such as net operating losses, tax credits, and tax basis in
      assets and subsidiary stock, as applicable, as well as
      alternative scenarios; potential bad debt and worthless
      stock deductions; and attribute reduction alternatives;

   -- application of alternative facts to the first iteration of
      the model as described above;

   -- consultations regarding the results of the above and other
      alternatives;

   -- review the Debtors' Section 382 Calculations and application

      of the appropriate federal, state and local tax law to (i)
      historic information regarding pre-filing changes in the
      ownership of stock to calculate whether any of the shifts in

      stock ownership may have caused an ownership change that
      will restrict the use of tax attributes, such as net
      operating loss, capital loss, credit carry forwards, and
      built in losses;

   -- tax modeling with regards to limitations on interest
      deductions (i.e., AHYDO rules, section 163(l), etc.); and

   -- understand and advise the Debtors on the tax implication of  

      potential restructuring alternatives by analyzing and
      assisting to determine the applicable US federal income tax
      treatment of such items, in the form of modeling for
      AMT purposes.

SLL SOW Services:

Phase I: Feasibility:

   -- discuss costs incurred by Client that may qualify as
      specified liability losses "SLLs";

   -- determine the ability to gather documentation to support
      these expenses as SLLs. Confirm the amount of NOL, if any,
      in year of SLLs;

   -- review documentation for SLL costs, including review of
      sample of AFE's and discussions with Company to determine
      qualification;

   -- confirm whether costs relate to the satisfaction of federal
      or state law;

   -- determine the ability to carry back SLLs; and

   -- confirm the carryback capacity in prior taxable years
      considering carryback limitation rules, and previous
      carrybacks.

Phase II: Technical Analysis and Quantification:

   -- perform a detailed review of AFE sample and client prepared
      calculation; and

   -- perform an analysis of the correct ordering of SLL/NOL
      carryback.

Phase III: Procedural Review Including Finalized Deliverables:

   -- complete a procedural review of Form 1139, including
      securing IRS transcripts to confirm whether there are
      outstanding balances, etc.

   -- review the Form 1139 package for processibility;

   -- coordinate delivery of the Form 1139 to the IRS;

   -- monitor the processing, and contacting the IRS as necessary
      until the refund is issued, providing updates and consulting

      as necessary;

   -- complete a procedural review of Initial Form 1120 including
      consultations, advice, and assistance with the initial
      return filing. Issues may include but are not limited to:
      e-file vs. paper file, required forms, required schedules,
      required attachments, and other issues related to filing
      an initial 1120 return; and

   -- complete a procedural review of Form 1120X for tax year
      2007.

Tax Compliance SOW Services:

   -- provide tax compliance services to review the consolidated
      U.S. federal income tax return, Form 1120, for the Debtors
      for the year ended December 31, 2016. Ernst & Young will
      also review the state and local income and franchise tax
      returns for all the Debtors within the consolidated group.

   -- client will prepare the subject tax returns, supporting
      work papers and related documents and provide copies to us.
      The procedures Ernst & Young anticipate performing with
      respect to the subject tax returns, but the actual
      procedures may vary depending upon issues that Ernst & Young

      identify during the course of the review. Ernst & Young's
      procedures are designed to evaluate the substantive
      correctness and mechanical accuracy of the subject tax
      returns, however, Ernst & Young will not independently
      verify client-prepared work papers and other supporting
      documents, the accuracy and completeness of which are the
      sole responsibility of Client.

   -- Ernst & Young will provide to Client routine tax advice and
      assistance concerning issues as requested by Client when
      such projects are not covered by a separate SOW and do not
      involve any significant tax planning or projects ("on-call
      tax advisory services").

   -- on-call tax advisory services are intended to include
      responding to general tax questions and assignments that are

      expected, at the beginning of the project, to involve total
      professional time not to exceed $10,000.

   -- on-call tax advisory services include assistance with tax
      issues by answering one-off questions, drafting memos
      describing how specific tax rules work, assisting with    
      general transactional issues, and assisting Client
      in connection with its dealings with tax authorities.

Ernst & Young agreed to provide certain audit services, including
Non-Core Audit Services, to the Debtors in connection with these
Chapter 11 Cases upon approval of the Court, a summary description
of which Audit Services is set forth below and fully described in
the Audit Services Engagement Letter:

   -- as part of the integrated audit, Ernst & Young will audit
      and report on the consolidated financial statements of the
      Debtors for the year ended December 31, 2016 (the
      "audit of the financial statements"). Ernst & Young also
      will audit and report on the effectiveness of the Debtors'
      internal control over financial reporting as of December 31,

      2016 (the "audit of internal control"). In addition, Ernst &

      Young will review the Debtors' unaudited interim financial   

      information before the Debtors file their Form 10-Qs.

   -- non-core audit services may include other audit related
      services such as research and/or accounting consultation
      services related to periodic accounting consultations held
      with management and services associated with the Debtors'
      reorganization filings, included valuation and tax
      procedures, consultations regarding accounting and
      disclosures in interim and annual financial statements,
      and procedure related to independence matters and Bankruptcy

      Court requirements. The Non-Core Audit Services shall also
      include any services required by the bankruptcy employment
      and fee application process. Fees incurred for the Non-Core
      Audit Services, including restructuring related, will be
      billed as incurred in accordance with the following ranges
      of discounted hourly rates.

Subject to the Court's approval and pursuant to the terms and
conditions of the Statements of Work, Ernst & Young intends to
charge the Debtors for the hourly fee based Tax Services rendered
in these Chapter 11 Cases based on its hourly rates for such Tax
Services, which are currently as follows:

       National Executive Director,
       Principals and Partners                $670
       Executive Director, Principals,
       and Partners                           $645
       Senior Managers                        $540
       Managers                               $460
       Seniors                                $280
       Staff                                  $150

In addition to the hourly fees, the Debtors shall also pay Ernst &
Young a fixed fee of $35,900 for the Tax Compliance Services.

Subject to the Court's approval and pursuant to the terms and
conditions of the Audit Services Engagement Letter, the total fee
shall be $537,000.

Subject to the Court's approval and pursuant to the terms and
conditions of the Audit Services Engagement Letter, Ernst & Young
also intends to charge the Debtors for any Non-Core Audit Services
rendered in these Chapter 11 Cases based on its hourly rates for
Non-Core Audit services, which are currently as follows:

       Partner                    $750-$850
       Senior Manager             $600-$700
       Manager                    $500-$600
       Senior                     $350-$450
       Staff                      $200-$300
       Intern                     $100-$125

Ernst & Young will also be reimbursed for reasonable out-of-pocket
expenses incurred.

Ryan C. Moore, partner of Ernst & Young, 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.

Ernst & Young can be reached at:

       Ryan C. Moore
       ERNST & YOUNG LLP
       3900 One Shell Square
       701 Poydras Street
       New Orleans, LA 70139
       Tel: (504) 581-4200
       Fax: (504) 592-4233

                     About Stone Energy

Stone Energy Corp. is an independent oil and natural gas
exploration and production company headquartered in Lafayette,
Louisiana with additional offices in New Orleans, Houston and
Morgantown, West Virginia.  Stone is engaged in the acquisition,
exploration, development and production of properties in the Gulf
of Mexico and Appalachian basins. Stone Energy had 247 employees
as of the bankruptcy filing.

Stone Energy Corp. and two affiliates sought Chapter 11 protection
(Bankr. S.D. Tex. Case Nos. 16-36390, 16-36391 and 16-36392) on
Dec. 14, 2016, to pursue a prepackaged plan of reorganization.
Judge Marvin Isgur is assigned to the cases.

The Debtors hired Latham & Watkins LLP as general counsel, Porter
Hedges LLP as local counsel; Vinson & Elkins LLP as special
counsel; Alvarez & Marsal North America, LLC as financial advisor;
Lazard Freres & Co. LLC, as investment banker; and Epiq Bankruptcy
Solutions, LLC as claims, noticing, solicitation and balloting
agent.


STONERIDGE PARKWAY: Homeowner Tries to Block Disclosures Okay
-------------------------------------------------------------
Creditor and Silverstone Ranch homeowner Melanie Hill, Esq., an
attorney at Lovelock Hill Law, filed with the U.S. Bankruptcy Court
for the District of Nevada an objection to Stoneridge Parkway,
LLC's second amended disclosure statement for the Debtor's second
amended plan of reorganization filed on Jan. 2, 2017.

Ms. Hill claims that the Debtor's Second Amended Disclosure
Statement fails to disclose the information necessary to make an
informed vote or knowledgeably participate in the confirmation
process.  The Chapter 11 plan, according to Ms. Hill, is not
feasible or confirmable on its face, and should be rejected
outright by the Court.

Ms. Hill says that instead of filing a motion to sell the
Silverstone Golf Club and Golf Course property -- the Debtor's sole
asset -- "free and clear" of the golf course agreement or filing a
motion requesting that the Court strip the Golf Course Agreement
from the entire property so that the Silverstone Golf Club and Golf
Course Property can be re-entitled and developed into 1600
residences, the Debtor filed a Second Amended Disclosure Statement
for the Second Amended Plan of Reorganization that is contingent
upon obtaining this relief.  

The entire Silverstone Ranch Community and the Golf Course Property
is subject to a declaration of covenants, conditions and
restrictions recorded on the entire property of the Silverstone
Ranch community on June 14, 2002, at Instrument No. 20020614.02202
and managed by the HOA.  The entire Silverstone Ranch Community and
the Golf Course Property is also subject to a Second Amended and
Restated Reciprocal Easement Agreement and Covenant to Share Costs
recorded on the property of the Silverstone Ranch community on June
14, 2002, at Instrument No. 20020614.02201.  The Golf Course
Agreement provides Ms. Hill and the Homeowners burdens as well as
benefits.  The benefits to Ms. Hill and the Homeowners include an
ongoing obligation that runs with the Golf Course Property that any
owner of the Golf Course Property provide ongoing operations and
maintenance of the "Golf Course Facilities."  Importantly, "the
Golf Course Property shall be operated and maintained solely as a
27-hole (or more) championship golf course and related improvements
. . . in a clean, safe, attractive and reasonably weed-free
condition."

The Debtor, Ms. Hill alleges, has breached the Golf Course
Agreement by failing to maintain and operate the Silverstone Golf
Club.

All Silverstone Ranch homeowners who purchased their home in the
Silverstone Ranch master planned community subject to the recorded
CC&Rs and Golf Course Agreement, including Ms. Hill, have legal and
equitable rights in the Golf Course Property the Debtor seeks to
sell for residential development at a significant profit.  The
homeowners' rights are protected under Nevada law, federal law, and
federal bankruptcy law which requires the Court to uphold the CC&Rs
and Golf Course Agreement requiring the Golf Course Property to
remain a 27-hole championship golf course in perpetuity.

The Objection is available at:

           http://bankrupt.com/misc/nvb16-11627-528.pdf

As reported by the Troubled Company Reporter on Jan. 5, 2017, the
Debtor filed with the Court a second amended disclosure statement
for the Debtor's second amended plan of reorganization, which
proposes that holders of Class 7 General Unsecured Claims receive
their pro rata distribution of the Debtor's income from the
development of part of Silverstone Ranch Community Golf Course,
located at 8600 Cupp Drive, Las Vegas, Nevada 89131, if any, after
payment of all secured, administrative and priority claims of the
Debtor.  As its principal restructuring transaction, the Debtor or
Reorganized Debtor, as appropriate, will issue the new equity
interests to the The Silverstone Ranch Community Association or its
designee and transfer the development property and all estate
causes of action to an entity owned and controlled by Danny Modab,
the purchaser.  The Purchaser of the Development Property from the
Debtor will do so in exchange for the assumption of all of the
claims in Classes 1, 2, 3, 7 and 8, as well as the satisfaction of
all administrative and priority claims against the Estate.

Ms. Hill can be reached at:

     Melanie A. Hill, Esq.
     LOVELOCK HILL LAW
     400 S. 4th Street, Suite 500
     Las Vegas, NV 89101
     Tel: (702) 362-8500
     Fax: (702) 362-8505
     E-mail: mhill@LovelockHill.com

                   About Stoneridge Parkway, LLC

Stoneridge Parkway, LLC, a California limited liability company,
was formed on Aug. 3, 2015.  On Dec. 16, 2015, the Debtor acquired
the Silverstone Ranch Community Golf Course, located at 8600 Cupp
Drive, Las Vegas, Nevada 89131 from the prior owner, Desert
Lifestyles, LLC.  Danny Modab is the Debtor's managing member and
90% membership interest holder.  Stoneridge Parkway Investors,
Inc., a Nevada corporation, is a 10% membership interest holder of
the Debtor.  The Property was formerly a 27-hole golf course;
however, the course has not been in operations since Sept. 1, 2015.
Currently, the Debtor does not generate income from the property,
and when a golf course was operated at the site, it operated at a
loss.

The Debtor sought protection under Chapter 11 (Bankr. C.D. Cal.
Case No. 15-14111) on Dec. 18, 2015.  The petition was signed by
Danny Modab, managing member.  

The venue was later transferred to the U.S. Bankruptcy Court for
the District of Nevada (Case No. 16-11627).

The Debtor estimated assets of $100,000 to $500,000 and debts of $1
million to $10 million.  The Debtor is represented by Samuel A.
Schwartz, Esq., at Schwartz Flansburg PLLC, in Las Vegas, Nevada.


SULLIVAN VINEYARDS: Case Summary & 8 Unsecured Creditors
--------------------------------------------------------
Debtor: Sullivan Vineyards Partnership
        Post Office Box G
        Rutherford, CA 94573

Case No.: 17-10067

Chapter 11 Petition Date: February 2, 2017

Court: United States Bankruptcy Court
       Northern District of California (Santa Rosa)

Judge: Hon. Alan Jaroslovsky

Debtor's Counsel: Michael C. Fallon, Esq.
                  FALLON & FALLON
                  100 E St. #219
                  Santa Rosa, CA 95404
                  Tel: (707) 546-6770
                  E-mail: mcfallon@fallonlaw.net

Total Assets: $18.99 million

Total Debts: $14.27 million

The petition was signed by Ross Sullivan, general partner.

Debtor's List of Eight Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Bittner and                          Professional         $6,000
Company, LLC
P. O. Box 168
Moraga, CA 94575

Byers Costin                          Legal Fees         $24,126
P.O. Box 878
Santa Rosa, CA 95402

Garvey Brothers                         Vendor           $73,139
Vineyard Management
106 Winedale
Napa, CA 94558

Geary, Shea, et al.               Attorney Services       $1,357
90 South E Street, Suite 300
Santa Rosa, CA 95404

Ghirardo CPA                         Accounting             $850
7200 Redwood Blvd, Ste 403
Novato, CA 94945

Gonzalez Electric, Peter               Vendor             $1,551
2026 Heinke Drive
Napa, CA 94558

Miller & Company                                          $3,341
Reporters
880 Apollo Street, Suite 352
El Segundo, CA 90245

Thomas R. Harnett, LLC               Accounting           $4,750
965 Marina Drive                      Services
Napa, CA
94559-4744


SUPERIOR LINEN: Court OKs Second DIP Loan With RD VII Investments
-----------------------------------------------------------------
Judge Mike K. Nakagawa of the U.S. Bankruptcy Court for the
District of Nevada authorized Superior Linen, LLC to obtain
additional superpriority postpetition financing from RD VII
Investments, LLC.

The Debtor is authorized to obtain additional postpetition
financing in the amount of up to $420,000 on an interim basis
pending a final hearing on the Debtor's Motion.  The additional
financing will be an increase under the original postpetition
financing approved by the Court's previous DIP Order.  Judge
Nakagawa held that the $330,000 balance of the $750,000 sought will
be considered at the final hearing.

The Debtor was ordered to immediately transmit the sum of $55,000
to the counsel of the Official Committee of Unsecured Creditors, to
fund its agreed professional fee carveout, which funds shall be
held in trust by the Official Committee's counsel and payment of
which is subject to the allowance of its counsel's fees and costs.

The Maturity Date for all financing received from RD VII
Investments was extended from Dec. 16, 2016 to Sept. 30, 2017.

RD VII Investments is granted:

     (1) a continuing security interest in all of Debtor's right,
title and interest in the Collateral and all other assets
previously secured by RD VII Investments as of the date the Debtor
commenced its Chapter 11 Case, together with all postpetition
accruals thereon; and

     (2) a super priority priming lien claim in the Debtor's
bankruptcy case in the amount of any outstanding principal,
interest and fees in respect of the Loan having priority over all
administrative expenses, subject only to the professional fee
carve-out.

The professional fee carve-out consists of all allowed unpaid fees
and expenses payable to professional persons retained by the Debtor
in its Chapter 11 Case, not to exceed $125,000 to the Debtor’s
general and special counsel, $55,000 to the Official Committee of
Unsecured Creditors, and $150,000 to Province, Inc. as the
Debtor’s financial advisors.

A full-text copy of the Order, dated Jan. 31, 2017, is available at

http://bankrupt.com/misc/SuperiorLinen2016_1615388mkn_239.pdf

RD VII Investments, LLC, is represented by:

          Samuel A. Schwartz, Esq.
          Bryan A. Lindsey, Esq.
          SCHWARTZ FLANSBURG PLLC
          6623 Las Vegas Blvd., Suite 300
          Las Vegas, NV 89119

                   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.


SYMANTEC CORP: S&P Lowers CCR to 'BB+ on $1BB of Acquisition Debt
-----------------------------------------------------------------
S&P Global Ratings said that it lowered its corporate credit rating
on Mountain View, Calif.-based Symantec Corp. to 'BB+' from 'BBB-.'
S&P also lowered the issue-level rating on Symantec's onshore
senior unsecured debt to 'BB+' from 'BBB-' and assigned a '4'
recovery rating, and assigned a 'BB+' issue-level rating and a '3'
recovery rating to the firm's offshore term loans A-3 and A-5. S&P
removed all the ratings from CreditWatch, where it placed them with
negative implications on Nov. 21, 2016.  The new $1 billion senior
unsecured notes are rated 'BB+' with a '4' recovery rating. The
outlook is stable.

"We are downgrading Symantec as we expect the issuance of
$1 billion of debt and the use of $1.3 billion of balance sheet
cash to fund the acquisition of LifeLock Inc. will lead to pro
forma leverage reaching nearly 5x as of the end of fiscal 2017 and
that leverage will remain over 2x for a sustained period.  We had
expected that leverage would peak in the mid-3x area at the time of
the Symantec's acquisition of Blue Coat.  We view this
transaction--coming on the heels of $5 billion of new debt issued
in 2016--as indicative of management's increasing comfort with a
leveraged balance sheet.  We also view the integration of LifeLock
as a potential source of operational risk and disruption, as
Symantec's management team will be concurrently undertaking a
significant expense-reduction program in the firm's legacy
enterprise security segment and completing the integration and
associated synergies for Blue Coat," S&P said.

Lifelock is a provider of identity protection services and derives
most of its revenue from individuals' subscription fees for
identity-theft protection and risk-monitoring services.  LifeLock
has grown rapidly, reporting 23.4% year-over-year revenue growth in
2015, although growth has slowed to the mid-teen percentages over
the last year.  A combination of flat customer additions amid
increasing customer acquisition costs and declining retention rates
lead S&P to believe that the pace of revenue growth is likely to
continue to decline over the next few years.  Cross-selling
opportunities with Symantec's Norton install base should help slow
the pace of growth deceleration, however, and S&P expects
LifeLock's annual revenue growth to stabilize in the 10% area over
the next 24 months. Substantial marketing and customer acquisition
costs have contributed to weak profitability at LifeLock, and S&P
calculates S&P Global Ratings' adjusted EBITDA margins of about 12%
as of September 2016.  Symantec's ability to use its scale to limit
the growth in marketing spending will be critical to growing
margins in this business.

LifeLock has faced regulatory and compliance issues in the past,
related to aggressive marketing techniques and weak security of
customer data.  S&P believes these issues have been addressed and
are largely in the past, and do not view significant further
regulatory or legal problems as a major risk to the business.

LifeLock will be integrated into Symantec's consumer security
business, and although it will enable the firm to report segment
revenue growth, the contribution will not significantly reduce the
company's reliance on Norton for the majority of EBITDA in the near
term.  S&P continues to view the firm's planned $400 million
savings from expense reductions in the legacy enterprise business
as ambitious in timing, if not scale, given currently weak margins.
The contribution of yet another major strategic undertaking,
however, raises the risk that management's attention will be spread
too thin and increases the probability that one or more projects
will take longer than planned or fail to deliver expected benefits.


The planned financing for this transaction will add $1 billion of
debt to the balance sheet, building on the $5 billion of debt the
company added in 2016.  Furthermore, because Symantec's significant
cash balances provide critical support to S&P's assessment of the
firm's financial risk profile, the $1.3 billion cash on hand being
used to finance the transaction further impairs the company's
adjusted credit metrics.  Although S&P expects Symantec to reduce
debt after the transaction closes, S&P notes that leverage will
peak over 4.5x in the fourth quarter of fiscal-year 2017 and
forecast that it will remain over 2x for the better part of the
next two years.  This increase in financial leverage, accompanied
by approximately $6.7 billion of acquisition spending, represents a
striking departure from the firm's relatively conservative
historical financial policies.  S&P believes that the new senior
management team that has been in place since the acquisition of
Blue Coat is materially more comfortable with significant balance
sheet leverage than in the past, and expect the risk of unexpected
leverage increases is higher than it had been previously.

S&P's base-case scenario assumes these:

   -- S&P expects global technology spending to increase in the
      low-single-digit percentages in 2017, slightly below S&P's
      global GDP growth forecast of 3.7%.

   -- S&P Global Ratings forecasts Symantec's enterprise security
      segment will increase revenues by 16%-17% in fiscal 2018 on
      stability in the legacy business and high-teen percentages
      from Blue Coat.

   -- S&P's internal forecast also assumes that Symantec will
      stabilize revenue growth at LifeLock in the 10%-11% range
      through fiscal 2018 via cross-selling opportunities within
      the Norton customer base.

   -- S&P expects the recent strategic reorientation of the legacy

      consumer business will support improved top-line
      performance, with revenue declines decelerating to the 1%-3%

      area in fiscals 2018 and 2019.

   -- Adjusted EBITDA margins will expand from about 25% to the
      mid-30% area in fiscal 2018, as the company achieves
      significant expense reductions in the legacy enterprise
      security business.

   -- Symantec will incur approximately $120 million-$130 million
      of restructuring costs in fiscal 2018.

   -- Symantec will repay a significant amount of debt over the
      next year, including the maturity of the firm's
      $600 million, 2.75% notes that mature in June.

   -- S&P do not expect the company to conduct sizable
      acquisitions nor significant share repurchases beyond the
      current authorization until leverage returns to 2x-3x.

Based on these assumptions, S&P arrives at these credit metrics:

   -- Pro forma adjusted net leverage of 4.9x for fiscal 2017,
      declining to 2x-2.5x over the next 12 months.
   -- Pro forma EBITDA interest coverage of 7x-8x in fiscal 2018.
   -- Although one-time taxes related to the sale of Veritas will
      lead to negative free cash flow in the current fiscal year,
      S&P expects Symantec will generate about $1 billion-
      $1.25 billion of free cash flow in fiscal 2018.

In S&P's view, Symantec has adequate liquidity.  S&P expects that
net sources will be positive in the near term, even with a 15%
decline in EBITDA, and that coverage of uses will be in excess of
1.2x for the next 12-24 months.

Principal liquidity sources:

   -- Consolidated cash and marketable securities of approximately

      $4 billion, pro forma for the purchase of LifeLock and
      associated financing;
   -- Approximately $1.2 billion-$1.4 billion of operating cash
      flow; and
   -- A committed $1 billion unsecured revolving credit facility
      maturing in May 2021.

Principal liquidity uses:

   -- Approximately $200 million-$250 million of annual capital
      expenditures; and
   -- About $225 million annual dividend payments.

The stable outlook on Symantec reflects S&P's view that the firm
will reduce leverage to the 2x area within 12 months of acquiring
LifeLock through accelerated debt repayment, margin expansion from
restructuring efforts, and a return to revenue growth from the
contribution of LifeLock and Blue Coat.  S&P expects the firm to
repay significant debt balances in fiscal 2018 and conduct only
limited merger and acquisition (M&A) activity until leverage is
reduced below 3x.

S&P would consider downgrading Symantec if it does not rapidly
repay debt over the next two fiscal years, pursues large
acquisitions, or fails to achieve planned levels of expense
reductions, including $400 million of cost savings in its legacy
enterprise business and at least $150 million of synergies related
to the acquisition of Blue Coat by the end of fiscal 2018.

S&P would consider an upgrade if the firm reduces and sustains
leverage under 2x, demonstrates consistent revenue growth across
both business segments, and significantly expands margins in
enterprise security.  S&P would also look to management's
commitment to a more conservative financial policy, lower levels of
shareholder returns, and fewer debt-financed acquisitions as
factors supportive of an upgrade.



TELEFLEX INC: S&P Assigns 'BB+' Rating on $750MM Sr. Sec. Loan
--------------------------------------------------------------
S&P Global Ratings assigned its 'BB+' issue-level rating to
Teleflex Inc.'s newly issued $750 million senior secured
delayed-draw term loan.  The recovery rating on this debt is '3',
indicating expectations for meaningful (50%-70%; higher end of the
range) recovery of principal in the event of a default.  Teleflex
is issuing this debt as part of its acquisition of Vascular
Solutions Inc.

S&P's 'BB' rating on the senior notes (with a '5' recovery rating),
and 'BB-' rating on the subordinated notes (with a '6' recovery
rating) are unchanged.

S&P's corporate credit rating on Teleflex remains 'BB+' and S&P's
outlook remains stable.  The corporate credit rating reflects S&P's
assessment of fair business risk and intermediate financial risk.

S&P's assessment of business risk reflects good product and
geographic diversification, the recurring nature of the revenue
streams from the company's portfolio of single-use products, and
average profitability (adjusted EBITDA margins of around 27%)
relative to medical device peers.  S&P generally characterizes the
company's products as about average in terms of technological
innovation, though there is a wide range of variation within that
product portfolio.  Many of Teleflex's products compete with those
of significantly larger industry participants such as Ethicon (a
division of Johnson & Johnson), Smith & Nephew, Bard (C.R.) Inc.,
and Becton Dickinson.  S&P expects this competition and the
financial pressures at hospital customers to limit the company's
ability to raise prices.

S&P's assessment of financial risk reflects its expectation for
adjusted debt leverage to generally remain at about 2x-3x, as the
company intermittently pursues additional acquisition
opportunities.  S&P expects debt leverage of 3.1x for 2017,
improving to 2.7x in 2018.  This assessment is also supported by
S&P's expectation for free cash flow to debt of about 16% for 2017
and 19% for 2018.

RATINGS LIST

Teleflex Inc.
Corporate Credit Rating             BB+/Stable/--

New Rating

Teleflex Inc.
Senior Secured
  $750 Mil. Delayed-Draw
   Term Loan Due 2022                BB+
   Recovery Rating                   3H


TEMBEC INDUSTRIES: Moody's Hikes Corporate Family Rating to B2
--------------------------------------------------------------
Moody's Investors Service upgraded Tembec Industries Inc's
corporate family rating (CFR) to B2 from B3, probability of default
rating (PDR) to B2-PD from B3-PD, senior secured notes to B2 from
B3 and the speculative grade liquidity rating was raised to SGL-2
from SGL-3. The rating outlook is stable.

"Tembec's ratings upgrade is driven by the company's stronger
liquidity position and Moody's expectations that adjusted leverage
will drop below 5x over the next 12 to 18 months," said Ed Sustar,
Moody's Senior Vice President.

Upgrades:

Issuer: Tembec Industries Inc.

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

-- Corporate Family Rating, Upgraded to B2 from B3

-- Senior Secured Regular Bond/Debenture, Upgraded B2 (LGD4) from
B3 (LGD3)

Ratings Raised:

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

Outlook Actions:

-- Outlook, changed to Stable from Negative

RATINGS RATIONALE

Tembec's B2 CFR is primarily driven by expected adjusted leverage
of about 5x, EBITDA margins of about 10%, together with positive
free cash flow and good liquidity following the successful ramp-up
of the company's significant co-generation project. The company has
a leading market position in specialty dissolving pulp and
diversification provided by operations in several different product
sectors. Tembec's financial performance is significantly influenced
by the volatile demand and pricing for many of its products, as
well as foreign exchange fluctuations (with most of the company's
sales denominated in US$ and with assets located in Canada and
France).

Tembec has good liquidity (SGL-2) with about CND$125 million of
committed liquidity to fund about USD$6 million of debt obligations
over the next year. The company has unrestricted cash of CND$43
million as of December 2016, availability of approximately CND$82
million on the company's committed CND$150 million asset-based
revolving credit facility (ABL, net of borrowing base eligibility,
CND$17 million drawn and CND$34 million reserved for letter of
credit) that matures in November 2020, and Moody's expectations of
CND$25-$30 million of free cash flow generation over the next four
quarters. Moody's do not consider the company's factoring facility
(CND$24 million available with CND$3 million drawn as of December
2016) as a source of liquidity since it can be canceled with 3
months' notice. The company faces CND$6 million of debt due over
the next 12 months and USD$50 FILO Term Loan due September 2018.
Most of the company's assets are encumbered. The company does not
have financial covenants.

The stable rating outlook reflects Moody's expectations that Tembec
will be able to maintain good operating performance, generate
positive free cash flow and improve credit metrics over the next 12
to 18 months, as specialty dissolving pulp prices and demand
strengthen.

An upgrade would be considered if financial performance improves
such that TD/EBITDA approaches 4.5x and (RCF-Capex)/TD exceeds 5%,
on a sustainable basis.

Tembec's ratings could be downgraded if market conditions
deteriorate, leading to inadequate liquidity and normalized
(RCF-Capex)/ TD were to approach 0%.

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

Headquartered in Montreal, Quebec, Tembec is an integrated paper
and forest products company with operations primarily in Canada and
a mill in France. With CND$1.5 billion in revenue, the company's
main operating segments include specialty cellulose pulp (30% of
sales, 42% of EBITDA), wood products (25%, 10%), paper (26%, 43%)
and high-yield pulp (19%, 5%).


TERRASSA CONCRETE: Unsecured Creditors to Get 2% Under Plan
-----------------------------------------------------------
General unsecured creditors of Terrassa Concrete Industries Inc.
will be paid 2% of their claims under the company's proposed
Chapter 11 plan.  

Under the plan, Class 6 unsecured creditors will be paid an
estimated 2% of their allowed claims or $100,000 over 60 months.
These creditors assert a total of $5 million in claims.  

The plan will be funded from the revenues to be generated by the
Terrassa, according to the company's disclosure statement filed on
Jan. 31 with the U.S. Bankruptcy Court for the District of Puerto
Rico.

A copy of the disclosure statement is available for free at:

       https://is.gd/a0zKmY

Terrassa is represented by:

     Alexis Fuentes Hernandez, Esq.
     Fuentes Law Offices, LLC
     P.O. Box 9022726
     San Juan, PR 00902-2726
     Tel: (787) 722-5216
     Fax: (787) 722-5206
     Email: alex@fuentes-law.com

              About Terrassa Concrete Industries

Terrassa Concrete Industries Inc., founded in 1983 by Jose Terrassa
Rosario, is a Bayamon-based company that produces materials for the
construction industry in Puerto Rico.

The Debtor sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. D. P.R. Case No. 16-00182) on January 15, 2016.  The
petition was signed by Luis E. Terrassa Muniz, president.  The case
is assigned to Judge Enrique S. Lamoutte Inclan.

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


TEXAS ROAD: 3 Ronson Buying Marlboro Property for $1.7 Million
--------------------------------------------------------------
Judge Kathryn C. Ferguson of the U.S. Bankruptcy Court for the
District of New Jersey will convene a hearing on Feb. 22, 2017 at
9:00 a.m. to consider Texas Road Enterprises, Inc.'s sale of
property located at 162 Greenwood Road, Marlboro and 230 Texas
Road, Marlboro, New Jersey, to 3 Ronson, LLC for $1,700,000.

The Debtor has filed the bankruptcy case in an attempt to stop the
foreclosure on the property with secured creditor, Magyar Bank.
Magyar Bank has a mortgage on one of the two properties owned by
the Debtor.  At the time of filing of bankruptcy, the company was
the 100% owner of property located at 162 Greenwood Road and 230
Texas Road, Marlboro, New Jersey, also known as lots 4, 12, 13 in
Block 11 in Marlboro Township.

The Debtor is the owner of these two properties that are adjacent
to one another.  The Debtor leases one property to P&J Recycling
company which Michael Giordano is the sole owner.  The other
property is vacant.  The company operates a scrap metal business
from that property.  

The Debtor has been attempting to sell one or both properties for
two years including prior to filing for bankruptcy.  Since filing
for bankruptcy, the Debtor has received numerous offers on the
property and has negotiated with several prospective purchasers.

The Debtor has received an offer to sell both properties to the
Purchaser in the amount of $1,700,000.  This is an all cash
purchase.  This contract, however, is contingent on the Purchaser
completing a 60-day due diligence process.  At the end of the 60
days, the $100,000 deposit becomes non-refundable and the Debtor
may use said funds to make substantial payment to the secured
creditors and for real estate taxes.  The Purchaser has deposited
the deposit into my attorney's trust account.

After the due diligence period, the Purchaser will make necessary
applications with Marlboro Township to obtain zoning approvals for
the project.  This process may take up to 12 months.  During this
period of the time, the Debtor will increase its adequate
protection payment to Magyar Bank.  Additionally, the Purchaser is
responsible to pay the real estate taxes on both properties.

The Debtor considers the contract to be most favorable and
equivalent to the fair market value.  In the event the contract is
terminated pursuant to the terms, the Debtor will list the property
for sale and notify the court.  The Debtor has not received any
higher or better offers for the property.

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

        http://bankrupt.com/misc/Texas_Road_40_Sales.pdf

The Debtor will also pay a 4% commission to Cara Realtors at the
time of closing.

The Debtor asks the Court to approve the sale of the property free
and clear of all liens and for such other and further relief as the
Court may deem equitable and just.

The Purchaser:

          3 RONSON, LLC
          115 East 11th Avenue
          Roselle, NJ 07203
          Attn: Peter Mercatili

The Purchaser is represented by:

          Vincent P. Maltese, Esq.
          WILENTZ, GOLDMAN & SPITZER
          90 Woodbridge Center Drive
          Suite 900, P.O. Box 10
          Woodbridge, NJ 07095
          Telephone: (732) 855-6111
          Facsimile: (732) 726-6509

                About Texas Road Enterprises, Inc.

Texas Road Enterprises, Inc. filed a Chapter 11 petition (Bankr.
D.N.J. Case No. 16-25995) on August 19, 2016, and is represented
by
Robert C. Nisenson, Esq. in East Brunswick, New Jersey.

At the time of filing, the Debtor had $1.50 million in total
assets
and $992,000 in total liabilities.

The petition was signed by Michael Giordano, authorized
representative.

The Debtor lists Township of Marlboro Tax Collector as its largest
unsecured creditor holding a claim of $25,000.

A full-text copy of the petition is available for free at
http://bankrupt.com/misc/njb16-25995.pdf


THREE AMIGOS: Hires Akerman as Special Tax Counsel
--------------------------------------------------
Three Amigos SJL Rest., Inc. asks for permission from the Hon.
Stuart M. Bernstein the U.S. Bankruptcy Court for the Southern
District of New York to employ Akerman LLP as special tax counsel.

Prior to the Petition Date, the Debtor engaged Alvan L. Bobrow,
Esq. to resolve certain tax issues with the New York State
Department of Tax and Finance, the New York City Department of
Finance and the Internal Revenue Service.  Mr. Bobrow, then at
Mayer Brown LLP, is now a partner at Akerman, LLP.

The DOTF has filed a claim against the Debtor -- Claim No. 1-3 on
the Claims Register maintained by the Clerk of the Court -- in the
total amount of $3,228,837.98, of which $2,726,720.69 is asserted
as a priority Claim.

Akerman will be paid at these hourly rates:

       Partners               $890
       Associates             $290-$350

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

Alvan L. Bobrow, partner of Akerman, 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.

Akerman can be reached at:

       Alvan L. Bobrow, Esq.
       AKERMAN LLP
       666 Fifth Avenue, 20th Floor
       New York, NY 10103
       Tel: (212) 880-3800
       Fax: (212) 880-8965
       E-mail: alvan.bobrow@akerman.com

                   About Three Amigos SJL Rest

Three Amigos SJL Rest, Inc. filed a Chapter 11 bankruptcy petition
(Bankr. S.D.N.Y. Case No. 16-13341) on November 28, 2016.  The Law
Offices of David Carlebach, Esq. represents the Debtor as counsel.

In its petition, the Debtor estimated $1 million to $10, million
in assets and $100,000 to $500,000 in liabilities. The petition
was signed by Dominica O'Neil, president.


TOTAL COMM SYSTEMS: Disclosures Okayed, Plan Hearing on March 22
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Pennsylvania
will consider approval of the Chapter 11 plan of reorganization of
Total Comm Systems, Inc., at a hearing on March 22.

The hearing will be held at 11:00 a.m., at the U.S. Bankruptcy
Court, Courtroom No. 1, 900 Market Street, Philadelphia,
Pennsylvania.

The court had earlier approved Total Comm Systems' disclosure
statement, allowing the company to start soliciting votes from
creditors.  

The order set a March 8 deadline for creditors to cast their votes
and a March 17 deadline to file their objections.  Total Comm
Systems is required to file a report of the voting results by March
13.

                     About Total Comm Systems

Total Comm Systems, Inc., is a provider of engineering,
construction, excavation, installation, and maintenance services
for the telecommunications industry.

Total Comm Systems filed a Chapter 11 petition (Bankr. E.D. Pa.
Case No. 16-15530) on Aug. 3, 2016.  The petition was signed by
Michael H. Pollitt, president.  The case is assigned to Judge Eric
L. Frank.

The Debtor estimated assets of $500,000 to $1 million and
liabilities of $1 million to $10 million at the time of the
filing.

The Debtor tapped Bielli & Klauder, LLC, as counsel; and Bambach
Enterprises LLC dba Bambach Advisors, as financial advisor.  No
trustee has been appointed in the case.

On January 31, 2017, the court approved the Debtor's third amended
disclosure statement, which explains its proposed Chapter 11 plan
of reorganization.


TOWNCENTER PLAZA: Case Summary & 5 Unsecured Creditors
------------------------------------------------------
Debtor: TownCenter Plaza, LLC
        2275 Huntington Drive, #534
        San Marino, CA 91108

Case No.: 17-00623

Type of Business: Single Asset Real Estate

Chapter 11 Petition Date: February 2, 2017

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

Judge: Hon. Louise DeCarl Adler

Debtor's Counsel: John L. Smaha, Esq.
                  SMAHA LAW GROUP, APC
                  2398 San Diego Avenue
                  San Diego, CA 92110
                  Tel: (619) 688-1557
                  Fax: (619) 688-1558
                  E-mail: jsmaha@smaha.com

Total Assets: $19.16 million

Total Debts: $12.28 million

The petition was signed by Rebecca Chiu, administrator.

Debtor's List of Five Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Crystal Hirose, CPA                Unpaid Service         $4,750
256 Monterey Pass Road                 Fees
Monterey Park, CA 91754

Imperial County Tax Collector     Real Property Tax     $434,714
940 West Main Street
El Centro, CA 92243

Internal Revenue Service              Unknown            $11,401
P.O. Box 7346
Philadelphia, PA
19101-7346

Pistone Wolder, LLP                Unpaid Service        $50,000
2020 Main Street, Ste. 900             Fees
Irvine, CA 92614

State of California                Unpaid tax on         $16,656
Franchise Tax Board                Property Sale
P.O. Box 942840
Sacramento, CA 94240


TWH LIMITED: Case Summary & 2 Unsecured Creditors
-------------------------------------------------
Debtor: TWH Limited Partnership
        10 Inwood Point
        San Antonio, TX 78248

Case No.: 17-50273

Nature of Business: Single Asset Real Estate

Chapter 11 Petition Date: February 5, 2017

Court: United States Bankruptcy Court
       Western District of Texas (San Antonio)

Judge: Hon. Craig A. Gargotta

Debtor's Counsel: H. Anthony Hervol, Esq.
                  LAW OFFICE OF H. ANTHONY HERVOL
                  4414 Centerview Dr, Suite 200
                  San Antonio, TX 78228
                  Tel: (210) 522-9500
                  Fax: (210) 522-0205
                  E-mail: hervol@sbcglobal.net

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $500,000 to $1 million

The petition was signed by Howard Y. Hu, president of Howard Hu,
Inc. - general partner.

A copy of the Debtor's list of two unsecured creditors is available
for free at http://bankrupt.com/misc/txwb17-50273.pdf


UNDER ARMOUR: S&P Lowers CCR to 'BB+'; Outlook Negative
-------------------------------------------------------
S&P Global Ratings lowered its corporate credit rating on
Baltimore, Md.–based Under Armour Inc. to 'BB+' from 'BBB-'.  The
outlook is negative.

Under Armour's revenue growth has slowed as a result of challenging
industry outlook because of strong competition leading to pricing
pressure and a weak retail environment in its core North American
market and weak operational execution by the company.  The company
also is facing increasing costs to support growth.

At the same time, S&P lowered its issue-level rating on the
company's $600 million unsecured notes to 'BB+' from 'BBB-' and
assigned a '3' recovery rating, indicating S&P's expectation for
meaningful (50%-70%, at the high end of the range) recovery in the
event of a payment default.

"The rating action reflects our downward revision of our forecast
and deterioration in credit metrics.  We now believe the company
will generate about 10% sales growth annually and margins will be
in the 12% range, which results in leverage slightly below 3.0x.
The company recently reported a weaker-than-expected operating
performance during its important fourth quarter," said credit
analyst Mariola Borysiak.  "This was attributable to
weaker-than-expected execution on the company's growth plan,
increasing competition and a poor retail environment in North
America, leading to price pressure as well as rising costs to
support growth that erode margins and profitability.  We believe
Under Armour's weak operating execution under its aggressive growth
strategy weigh on our assessment on its business risk profile."

The outlook is negative and reflects the risk of continued
underperformance compared to S&P's revised forecast, which could
stem from an increasingly promotional industry environment in North
America leading to further margin erosion, slower growth than
expected as a result of stiff competition from industry leaders
Nike and Adidas or slower category growth, or higher than expected
spending to fund growth.  Under such a scenario, S&P believes the
company's leverage could weaken to around 3x or above over S&P's
forecast horizon, which could lead to a downgrade.  S&P' forecasts
that only about 8% EBITDA decline from its forecasted level for
2017 would lead to debt leverage increasing over this threshold.

A revision of the outlook to stable would be predicated on S&P's
belief that the company can demonstrate profitable sales growth,
stabilize or improve operating margins, and execute successfully on
its growth plan.  In addition, for a revision of the outlook to
stable, S&P would expect the company to maintain financial leverage
well below 3x.


UNIVERSAL INDUSTRIAL: Court Conditionally OKs Disclosures
---------------------------------------------------------
The Hon. Edward A Godoy of the U.S. Bankruptcy Court for the
District of Puerto Rico has conditionally approved the disclosure
statement filed by Universal Industrial Supplies Inc. on Jan. 31,
2017, referring to the Debtor's plan of reorganization.

A hearing to consider the final approval of the Disclosure
Statement and the confirmation of the Plan will be held on March 8,
2017, at 9:30 a.m.

Any objection to the final approval of the Disclosure Statement and
the confirmation of the Plan must 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 section 1129, the list of
acceptances and rejections and the computation of the same, within
seven working days before the hearing on confirmation.

Headquartered in Ponce, Puerto Rico, Universal Industrial Supplies
Inc. filed for Chapter 11 bankruptcy protection (Bankr. D.P.R. Case
No. 15-09895) on Dec. 15, 2015.  The petition was signed by Javier
Bustillo Gonzalez, president.

Judge Edward A. Godoy presides over the case.

Modesto Bigas Mendez, Esq., at Bigas & Bigas serves as the Debtor's
bankruptcy counsel.


UNIVERSAL INDUSTRIAL: Unsecureds to Get 2% Under Exit Plan
----------------------------------------------------------
Unsecured creditors of Universal Industrial Supplies Inc. will be
paid 2% of their claims, according to the company's plan to exit
Chapter 11 protection.

Under the restructuring plan, Class 3 general unsecured creditors,
which assert more than $1.097 million in claims, will receive total
payment of $23,718.67, including 3% interest per annum.  These
creditors will be paid $395.31 per month for 60 months.  Class 3 is
impaired under the plan.

Payments will be funded from Universal Industrial's post-petition
income from the operation of its business, according to the
company's disclosure statement filed on Jan. 31 with the U.S.
Bankruptcy Court for the District of Puerto Rico.

A copy of the disclosure statement is available for free at:

                https://is.gd/ykbm21

Universal Industrial is represented by:

     Modesto Bigas Mendez, Esq.
     P.O. Box 7462
     Ponce, PR 00732
     Tel: 787 844-1444
     Fax: 787-842-4090
     Email: modestobigas@yahoo.com

              About Universal Industrial Supplies

Universal Industrial Supplies Inc., a company based in Ponce,
Puerto Rico, is engaged in the sale of commercial and residential
electrical supplies and electrical constriction materials.  

Universal Industrial Supplies Inc. sought protection under Chapter
11 of the Bankruptcy Code (Bankr. D. P.R. Case No. 15-09895) on
December 15, 2015.  The petition was signed by Javier Bustillo
Gonzalez, president.  The Debtor did not disclose its assets and
liabilities at the time of the filing.


VANGUARD NATURAL: Case Summary & 50 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor affiliates filing separate Chapter 11 bankruptcy petitions:

      Debtor                                          Case No.
      ------                                          --------
      Vanguard Natural Resources, LLC                 17-30560
      5747 San Felipe, Suite 3000
      Houston, TX 77057

      Vanguard Operating, LLC                         17-30561
      Vanguard Natural Gas, LLC                       17-30562
      VNR Finance Corp.                               17-30563
      VNR Holdings, LLC                               17-30564
      Eagle Rock Energy Acquisition Co., Inc.         17-30565
      Eagle Rock Energy Acquisition Co. II, Inc.      17-30566
      Eagle Rock Upstream Development Company, Inc.   17-30568
      Eagle Rock Upstream Development Company II, Inc.17-30569
      Eagle Rock Acquisition Partnership, L.P.        17-30570
      Eagle Rock Acquisition Partnership II, L.P.     17-30571
      Encore Clear Fork Pipeline LLC                  17-30572
      Escambia Asset Co. LLC                          17-30573
      Escambia Operating Co. LLC                      17-30574

Type of Business: The Debtors are an oil and natural gas company,  

                  headquartered in Texas, with a principal focus
                  on acquisition, production, and development  
                  activities in the Rocky Mountain, Mid-Continent,
                  Gulf Coast, and West Texas regions of the United

                  States.

Chapter 11 Petition Date: February 1, 2017

Court: United States Bankruptcy Court
       Southern District of Texas (Houston)

Judge: Hon. Marvin Isgur

Debtors' Counsel: Chris L. Dickerson, Esq.
                  Todd M. Schwartz, Esq.
                  PAUL HASTINGS LLP
                  71 South Wacker Drive, Suite 4500
                  Chicago, Illinois 60606
                  Tel: (312) 499-6000
                  Fax: (312) 499-6100
                  E-mail: chrisdickerson@paulhastings.com
                         toddschwartz@paulhastings.com

                    - and -

                  James T. Grogan, Esq.
                  Danny Newman, Esq.
                  PAUL HASTINGS LLP
                  600 Travis St., 58th Floor
                  Houston, Texas 77002
                  Tel: (713) 860-7300
                  Fax: (713) 353-2801
                  E-mail: jamesgrogan@paulhastings.com
                          dannynewman@paulhastings.com

Debtors'
Restructuring
Advisors:         OPPORTUNE LLP

Debtors'
Investment
Banker:           EVERCORE PARTNERS INC.

Debtors'
Claims &
Noticing
Agent:            PRIME CLERK LLC

Total Assets: $1.54 billion as of Feb. 1, 2017

Total Debts: $2.3 billion as of Feb. 1, 2017

The petition was signed by Richard A. Robert, chief financial
officer.

List of Debtors' 50 Largest Unsecured Creditors:

   Entity                          Nature of Claim    Claim Amount
   ------                          ---------------    ------------
UMB Bank, N.A., Trustee            Unsecured Notes    $391,853,037

Attn: Mark Flannagan
1010 Grand Blvd., 4th Floor              
Kansas City, MO 64106
Tel: (816) 860‐3009
Fax: (816) 860‐3029
Email:  Mark.Flannagan@umb.com

Wilmington Trust,                  Unsecured Notes     $51,833,550
National Association
Attn: Rita Marie Ritrovato 1100     
North Market Street Wilmington,       
DE 19890‐1605
Tel: (302) 636‐5137
Fax: (302) 636‐4130
Email:  rritrovato@wilmingtontrust.com

Banc of America Leasing and           Equipment        $19,398,531

Capital, LLC                          Financing
Attn: President and General Counsel
California Street, 4th Floor                       
San Francisco, CA 94194
Tel: (415) 765‐7390
Fax: (415) 765‐7418

In Re Vanguard Natural Resources     Litigation           Unknown
Bondholder Litigation
Attn: Jay W. Eisenhofer;
      Gordon Z. Novod;
      David M. Haendler
GRANT & EISENHOFER P.A.
485 Lexington Avenue, 29th Floor
New York, NY 10017
Tel: (646) 722‐8500
Fax: (646) 722‐8501
Email: jeisenhofer@gelaw.com;  
       gnovod@gelaw.com

Grady & Notis, LLP                                       
Attn: Mark C. Gardy; James S. Notis;
Meagan Farmer
Tower 56 126                
East 5th Street, 8th Fl
New York, NY 10022
Attn: Mark C. Gardy;
      James S. Notis;
      Meagan Farmer
Tel: (212) 905‐0509
Fax: (212) 905‐0508
Email: mgardy@gardylaw.com;
       jnotis@gardylaw.com;
       mfarmer@gardylaw.com

Sublette County Treasurer                  Tax          $2,308,583
  
Attn: President and General Counsel
21 S. Tyler
Pinedale, WY 82941
Tel: (307) 376‐4373     
Fax: (307) 367‐3067
Email: roxanna.jensen@sublettewyo.com;
       info@sublettewyo.com

P2ES Holdings, Inc.                      Trade AP         $905,091

Attn: President and General Counsel
1670 Broadway, Suite 2800
Denver, CO 80202
Tel: (303) 292‐0990   
Fax: (303) 292‐1812

Rockies Express Pipeline LLC              Trade AP        $758,001
Attn: President and General Counsel
370 Van Gordon Street
Lakewood, CO 80228‐1519
Tel: (307) 232‐4422  
Fax: (713) 369‐9235
Email: nate.lien@tallgrassenergylp.com

Johnson County Clerk                         Tax          $619,490
    
Attn: President and General Counsel
76 N Main Street Buffalo, WY 82834
Tel: (307) 684‐7302      
Fax: (307) 684‐9118
Email: treasurer2@johnsoncowy.us

Campbell County Treasurer                    Tax          $517,935
Attn: President and General Counsel
500 S. Gillette Ave, Suite 1700
Gillette, WY 82716
Tel: (307) 682‐7268
Email: BECKY@CCGOV.NET

Rocky Mountain Power                       Utility        $505,203
  
Attn: President and General Counsel
1407 W North Temple Salt           
Lake City, UT 84116
Tel: (503) 813‐6722      
Fax: (801) 220‐3116
Email: acctspayhelp@PacifiCorp.com

Enerflex Energy Systems Inc.               Trade AP       $468,212

Attn: President and General Counsel
10815 Telge Road Houston, TX 77095
Tel: (281) 345‐9300     
Fax: (281) 345‐7434
Email: usa@enerflex.com

Baker Hughes                               Trade AP       $263,880
Melissa McLerran
17021 Aldine Westfield
Houston, TX 77073
Tel: (281) 276‐5400
Fax: (281) 275‐7393
Email: Melissa.mclerran@bakerhughes.com

1415 Louisiana Inc.                         Lease         $186,207
Email: info@wedgerealestateholdings.com

Green Mountain Energy (75312)              Utility        $169,824
Email: gmecbizcare@greenmountain.com

DNow LLP                                  Trade AP        $165,197
Email: cp1@dnow.com; ap@dbnow.com

Bishop Petroleum Inc.                     Trade AP        $163,530
  
Email: bpikathy@swbell.net

Radical Specialties                       Trade AP        $133,435

Email: radicalspecialties@gmail.com

Coastal Chemical Co LLC                   Trade AP        $132,782
    
Email: radicalspecialties@gmail.com

Environmental Plus Inc.                   Trade AP        $112,886

Harrison Interests Ltd                    Trade AP        $112,143
  
Email: hurley@harrisoninterests.com

Multi‐Chem Group LLC                      Trade AP       
$110,720

Lime Rock Resources Operating             Trade AP        $107,631
Email: astone@lrpartners.com;
       gs@lrpartners.comers.com

Central Valley Electric Coop              Utility         $101,919

Email: WadeNelson@cvecoop.org

Upton Resources USA Inc.                  Trade AP        $101,597

C & J Spec Rent Services Inc.             Trade AP         $98,793
Email: ashley.angeles@cjes.com

Chesapeake Exploration LLC                Trade AP         $96,694

Xcel Energy                               Utility          $94,106

Email: customerservice@xcelenergy.com

Citation Oil & Gas Corp                  Trade AP          $91,772
Email: dcerny@cogc.com

Stride Well Service Co, Inc.             Trade AP          $91,040

Rockwater Rockies LLC                    Trade AP          $90,658
Email: arremitfm@rockwaterenergy.com

Newfield Exploration                     Trade AP          $89,603

Mid‐Continent Inc.

Parker & Son Inc.                        Trade AP          $85,739

Email: linda@parkerandsoninc.com

Northern Production Co Inc.              Trade AP          $83,889
Email: norther@vcn.com;
       office@npcrigs.com

B&R Tools & Service Inc.                 Trade AP          $79,570
Email: blazer0623@yahoo.com

A & A Tank Truck Co.                     Trade AP          $78,832

Seven Lakes Technologies Inc.            Trade AP          $78,481
Email: Sowmya.Murthy@sevenlakes.com;
       info@sevenlakes.com

Service Compression LLC                  Trade AP          $78,007


Sulzer Chemtech USA Inc.                 Trade AP          $77,700

Viva Energy Services LLC                 Trade AP          $74,744
Email: davidjr@burkroyalty.com

Reef Services LLC                        Trade AP          $72,263

Versatile Oil Tools                      Trade AP          $69,692
Email: kimberly‐ward@clearwire.net

Southland Royalty Company LLC            Trade AP          $65,345
Email: info@mspartners.com

Archrock Services, L.P.                  Trade AP          $62,403

Buffalo Oilfield Supply Inc.             Trade AP          $59,990
Email: info@buffalo‐supply.com;
       chad@buffalo‐supply.com

Swepi LP                                 Trade AP          $58,670
Email: mhay.tangkeko@shell.com

Oil States Energy Services LLC           Trade AP          $58,460

Diamondback E&P LLC                      Trade AP          $57,302
Email: ap@diamondbackenergy.com

Salazar Service & Trucking               Trade AP          $57,023

Email: MARIA@SALAZARSERVICE.COM

Trinity Environmental SWD LLC            Trade AP          $54,922

Email: info@trinityenv.com

Halliburton Energy SVCS Inc.             Trade AP          $53,247


VICTORY CAPITAL: Moody's Retains B2 Corporate Family Rating
-----------------------------------------------------------
Moody's Investors Service is maintaining the B2 corporate family
rating and B2-PD probability of default rating of Victory Capital
Holdings, Inc. following the announcement that the company is
increasing its term-loan upsize to $125 million, an increase from
its original $100 million proposed term loan add-on. This
announcement follows Moody's rating action on January 24, 2017 to
affirm Victory's B2 CFR following its dividend recap announcement.
The outlook for Victory's ratings remains positive.

Considering this additional borrowing, Victory's total debt will be
$563.6 million, while the company's $25 million revolver will
remain unchanged and is expected to be undrawn at closing. Net
proceeds from the full incremental term loan issuance will be used
to fund a dividend to shareholders.

RATINGS RATIONALE

Victory's B2 corporate family rating reflects its small scale,
focus on active equity management, and elevated financial leverage.
With approximately $55 billion in assets under management at
year-end 2016, the company has grown primarily through acquisitions
and remains small relative to Moody's rated universe of asset
managers. The firm's expertise in domestic small- to mid-cap
equities, an area currently facing secular headwinds, concentrates
its AUM mix.

Following the term loan issuance, pro-forma leverage (debt/EBITDA
as calculated by Moody's) is expected to be roughly 5.1 times.
Given the company's history of dividend recapitalizations, Moody's
view of leverage levels incorporates the risk of similar
transactions in the future. However, Moody's expects the sales
growth and cost savings provided by the acquisition of RS
Investment Management Co. LLC (unrated) to generate the cash flows
needed to manage leverage down to below the 5 times level in 2017.

Moody's said that the following factors could lead to an upgrade:
1) leverage (debt/EBITDA) sustained below 4x; 2) sustained
improvement in net client inflows exceeding 3% annually; 3)
accelerated business development with new clients; successful
launches of unique, prudent, alpha-generative investment products;
and 4) achieving a lower cost structure that materially increases
pre-tax income margins.

Alternatively, the outlook could move back to stable if there are:
1) additional dividend recapitalizations or other factors resulting
in sustained higher leverage 2) net client redemptions exceeding
15% of firm AUM annually; and 3) departure of key staff.

Victory is an integrated multi-boutique asset manager headquartered
in Cleveland, Ohio. At year-end 2016, the company had assets under
management of $55 billion and total revenues of approximately $300
million.


VIKING CONSTRUCTORS: Integrated Marine Won't Get Plan Payments
--------------------------------------------------------------
Viking Constructors, LLC, filed with the U.S. Bankruptcy Court for
the District of Alaska a combined Chapter 11 plan of reorganization
and disclosure statement dated Jan. 31, 2017.

Under the Plan, Class 2 Integrated Marine & Lovric -- totaling
$82,704 -- will receive no plan payments.  Each claim will receive
payment of net proceeds from sale or refinancing of Thor's Hammer'
after Class 1 Bristol Bay Development Fund, LLC, is paid in full
according to their priorities under federal maritime law.  Both
claims will share in any net distribution for the Debtor's claim
against Icicle Seafoods pro rata with unsecured claims.  Creditors
in these classes may not repossess or dispose of their collateral
so long as the Debtor is not in material default under the Plan.
These lien claims are impaired.

Class 3 General unsecured claims include: (i) North Star Terminal,
which holds a $2,680.45 claim, is expected to be paid $213.82; and
(ii) Ugashik Trad. Village, which holds an $85,644.38/$60,000
disputed claim, is expected to receive $4,786.18.

General unsecured creditors' claims will be paid from: (i) Icicle
litigation proceeds; (ii) Thor's Hammer sale or refinancing
proceeds; or (iii) if a sale is not consummated before November
2019, 5% of their claims on Nov. 1, 2017, 5% on Nov. 1, 2018, and
5% on Nov. 1, 2019.

The Debtor has three sources of funding the Plan: first, the Debtor
is trying to sell or refinance its vessel, Thor's Hammer to payoff
its creditors; second, if Thor's Hammer doesn't sell before October
2019, the Debtor will operate Thor's Hammer in the 2017, 2018, and
2019 fishing seasons generating sufficient net income to pay the
secured clam of Bristol Bay Development Fund $75,000 per season;
third, the Debtor is prosecuting a breach of contract claim against
Icicle Seafoods valued at more than $126,000.

The Disclosure Statement is available at:

           http://bankrupt.com/misc/akb16-00126-65.pdf

As reported by the Troubled Company Reporter on Dec. 26, 2016, the
Debtor filed with the Court a combined Chapter 11 plan of
reorganization and disclosure statement in which general unsecured
creditors would receive 5% of their allowed claim.  Under that
plan, Class 3 was comprised of the general unsecured claims of
North Star Terminal, Ugashik Trad. Village, and the U.S. Coast
Guard.  

                  About Viking Constructors

Viking Constructors, LLC, sought protection under Chapter 11 of the
Bankruptcy Code in the District of Alaska (Anchorage) (Case No.
16-00126) on May 2, 2016. The petition was signed by Ken Bozinoff,
managing member.

The Debtor is represented by Erik LeRoy, Esq., at Erik LeRoy, P.C.

The case is assigned to Judge Elizabeth Magner.

The Debtor disclosed total assets of $1.94 million and total
debts of $526,157.


WASHINGTON MUTUAL 2005-C1: Fitch Affirms 'D' Rating on Cl. N Debt
-----------------------------------------------------------------
Fitch Ratings upgrades two and affirms one class of Washington
Mutual Asset Securities Corporation (WAMU) commercial mortgage
pass-through certificates series 2005-C1.

KEY RATING DRIVERS

Upgrades to classes L and M reflects increased credit enhancement
(CE) to the classes due to scheduled amortization and loan payoffs.
As of the January 2017 distribution date, the pool's aggregate
principal balance has been reduced by 99.6% to $2.7 million from
$649.5 million at issuance. Interest shortfalls are currently
affecting class D.

Increased Pool Concentration/Adverse Selection: The transaction is
highly concentrated with only 16 loans remaining of the original
218 and the top 10 loans accounting for 78% of the pool. None of
the loans are delinquent or in special servicing.

Maturity Concentration: The largest loan (20%) in the transaction
is scheduled to mature May 1, 2017. Payoff of this loan is expected
to result in increased CE and significant paydown of class L within
the next four months.

Property Type Concentration: 80% of the remaining pool is secured
by multifamily properties. The largest loan (20%) is secured by an
industrial property.

Loans of Concern: Fitch has designated two loans (10%) as Fitch
Loans of Concern for declines in performance and increased
operating expenses compared to issuance. Both loans are current and
performing at this time.

The largest loan is secured by a 108,651 square foot (sf)
industrial center built in 1974 and located in North Hollywood, CA.
The largest tenants are Kobis Windows and Doors Manufacturing
(15.2% of net rentable area [NRA], lease expiration Feb. 28, 2018);
IKO, Inc. (9.2%, April 30, 2019); A-1 Medical Integration, Inc.
(9.2%, June 30, 2018). The property is 95.4% occupied as of January
2016. The most recent debt service coverage ratio (DSCR) as of
year-end (YE) 2015 is 7.18x up from 5.53x at YE 2014. There is
approximately 14.3% upcoming rollover in 2017 and 35.4% in 2018.
Per Reis, as of third quarter 2016, the Los Angeles Metro
Warehouse/Distribution market vacancy is 6% with average asking
rent $6.73 per square foot (psf). The loan matures May 1, 2017.

RATING SENSITIVITIES

The Rating Outlooks on classes L and M are Stable due to sufficient
credit enhancement and continued paydown. Fitch expects class L to
pay in full through loan payoffs and amortization. The ratings of
classes L and M are capped based on the pool's significant
concentration, small tranche size, and lower collateral quality of
the remaining pool. While a future upgrade is possible, it is
unlikely given the concentrations. Downgrades are not expected, but
possible with significant loan transfers to special servicing.

USE OF THIRD-PARTY DUE DILIGENCE PURSUANT TO SEC RULE 17G-10

No third-party due diligence was provided or reviewed in relation
to this rating.

Fitch upgrades and assigns Rating Outlook to the following
ratings:

-- $1.2 million class L to 'Asf' from 'Bsf; Outlook Stable;
-- $812,000 class M to 'BBsf' from 'CCCsf'; Outlook Stable
assigned.

Fitch affirms the following class and revises the Recovery
Estimates as indicated:

-- $650,403 class N at 'Dsf'; RE to 80% from 45%.

The classes A-1, A-2, A-J, B, C, D, E, F, G, H, J and K
certificates have paid in full. Fitch previously withdrew the
rating on the interest-only class X certificates.


WD WOLVERINE: S&P Affirms 'B' CCR & Rates 1st-Lien Facility 'B'
---------------------------------------------------------------
S&P Global Ratings affirmed its ratings on Wolverine Holdings LLC,
including the 'B' corporate credit rating.  The outlook is stable.

At the same time, S&P assigned a 'B' issue-level rating to the
company's proposed first-lien credit facility.  The recovery rating
on this debt is '3', indicating S&P's expectations for meaningful
(50%-70%; at the low end of the range) recovery in the event of
payment default.

The first-lien term loan facility will be issued by the company's
four operating subsidiaries: U.S. Specialty Care LLC; Clearview
Procurement LLC; WellDyneRx LLC; and WellCard LLC. WD Wolverine
Holdings LLC and each of the borrower operating subsidiaries will
guarantee the first-lien term loan.  The $100 million seller note
will be issued on an unsecured basis by the holding company, WD
Wolverine Holdings LLC, and will not have any guarantees.  S&P do
not rate the seller note.

WD Wolverine Holdings LLC has restated its third-quarter
year-to-date 2016 financial results following the discovery of
accounting errors regarding service revenues and rebates.  The
company lowered its 2017 guidance as a result. Consequently,
financial sponsor The Carlyle Group revised its financing package
for WD Wolverine Holdings.

"The new capital structure results in a slightly lower leverage
profile, despite the lower EBITDA expectations," said S&P Global
Ratings credit analyst James Uko.  As a result of the restatements,
S&P has lowered its 2016-2018 projections for WD Wolverine
slightly.  S&P still expects the company to generate
high-single-digit to low-double-digit revenue growth and
mid-single-digit margins.  Despite recent consolidation in the
pharmacy benefit management (PBM) industry, and various headwinds
in the pharmaceutical and insurance industry, S&P expects the
company to forgo significant acquisitions and focus on organic
revenue through contracting with small to midsize clients who are
underserved or overlooked by larger PBM competitors.

S&P's rating outlook on WD Wolverine Holdings LLC is stable,
despite the company's restatement of third-quarter 2016
year-to-date financials and revised 2017 guidance.  S&P's base-case
expectations are for double-digit organic revenue growth, margins
in the mid-single-digit range, and positive cash flow growth
through 2018.  Given the company's financial sponsor ownership and
the leverage layered onto the capital structure due to the
recapitalization, S&P expects leverage will remain over 5x for the
next few years as the financial sponsors favor shareholder returns
over permanent debt reduction.

Given the restated financials, S&P now considers two pathways to a
lower rating.

S&P could consider a lower rating if the company experiences major
contract losses as a result of higher competition from larger PBMs
or consolidation from larger health plans with in-house PBM
capabilities.  This would result in depressed margins and negative
cash flows.  S&P believes the magnitude of the deterioration
necessary to trigger a lower rating would be a margin decline of
more than 400 basis points.

S&P could also lower the rating if the company experiences further
reporting or accounting errors.  Such a situation would raise
questions about the transparency and accuracy of the company's
financials and its governance, and could lead S&P to conclude that
overall credit risk was consistent with a 'B-' rating.

S&P could consider raising the rating if the company appears likely
to sustain debt to EBITDA below 5x.  This could occur if the
company achieved an approximately 200-basis-point improvement in
margins by developing greater negotiation and pricing ability. S&P
finds this scenario unlikely given the company's growth trajectory,
its scale, and its financial sponsor ownership, which S&P believes
will favor the use of internal cash flows for shareholder returns
rather than permanent debt reduction.



WET SEAL: Wants to Assume Consulting Agreement for Store Closing
----------------------------------------------------------------
The Wet Seal, LLC, and affiliates ask the U.S. Bankruptcy Court for
the District of Delaware to authorize them to assume the Amended
and Restated Consulting Agreement, dated as of Feb. 1, 2017, by and
between the Debtors, and Hilco Merchant Resources, LLC, and Gordon
Brothers Retail Partners, LLC ("Consultant"); and to continue store
closing or similar themed sales in accordance with the Agreement
and the terms of the store closing sale guidelines.

The Debtors are a national multi-channel specialty retailer selling
fashion apparel and accessory items designed for female customers
aged 18 to 24 years old.  The Debtors are currently comprised of
two primary units: the retail store business and an e-commerce
business.  Through their retail store business, the Debtors operate
approximately 142 retail locations in 37 states, principally in
lease-based mall locations.  The Debtors also have historically
sold gift cards, which business has been primarily operated through
The Wet Seal Gift Card, LLC.

After attempts to develop going-concern restructuring options
proved unsuccessful, the Debtors determined, upon consultation with
their key constituents, that commencing going-out-of-business sales
("Store Closing Sales") through the Debtors' retail locations and
e-commerce Web site ("Stores") and the subsequent Chapter 11 Cases
provided the best opportunity to maximize value for the Debtors'
estates, creditors and all interested parties.  This decision was
reached only upon considering all reasonable alternatives,
exploring and entertaining creative restructuring solutions, and
pursuing both strategic and operational business partners.

Accordingly, in January 2017, the Debtors and their advisors began
contacting certain nationally-recognized potential liquidators (the
only parties that can effectuate a transaction of this magnitude)
to solicit interest in bidding on the right to conduct the Store
Closing Sales.  The Debtors discussed the Store Closing Sales with
such nationally-recognized liquidator firms and solicited bids from
them to conduct the same.  After running a competitive process,
with the assistance of Berkeley Research Group, LLC and their
proposed counsel, the Debtors selected the Consultant to conduct
the Store Closing Sales, and determined to close the Stores and
liquidate the merchandise ("Merchandise") and furniture, fixtures,
and equipment ("Store Closing Assets") at each of the Stores in
accordance with the terms of the Agreement and the Sale Guidelines.
Accordingly, the Store Closing Sales commenced on Jan. 23, 2017.

Under the terms of the Agreement, subject to the Court's approval
of the attached Interim Order and Final Order, respectively, the
Consultant will serve as the exclusive agent to the Debtors for the
purpose of conducting a sale of the Store Closing Assets using the
procedures outlined in the Sale Guidelines.  The Debtors seek to
assume the Agreement so that they may leverage the experience and
resources of the Consultant in performing large-scale liquidations
while retaining control over the sale process, which the Debtors
believe will provide the maximum benefit to the estates.

The material terms of the Agreement are:

          a. Sale Termination Date: No later than Feb. 28, 2017,
unless extended by mutual agreement.

          b. Consultant's Services: Consultant is to, among other
things, provide these services: (i) provision of qualified
Supervisors to supervise and conduct the Sale; (ii) provide
Merchant with such oversight, supervision and guidance with respect
to the conduct of the Sale and the liquidation and disposal of the
Merchandise from the Stores and distribution centers as may be
required to maximize Gross Proceeds; (iii) assist Merchant to
commence the Sale as a "sale on everything," "store closing,"
"going out of business," or other mutually agreed upon theme; (iv)
advise Merchant with respect to the legal requirements affecting
the Sale as a "store closing" or other mutually agreed upon theme
in compliance with applicable state and local "going out of
business" laws (excluding deceptive advertising laws) ("Liquidation
Laws"); (v) recommend and implement appropriate point of purchase,
point of sale and other internal and external advertising to
effectively sell the Merchandise during the Sale Term; (vi) advise
Merchant as to appropriate pricing and discounting of Merchandise,
appropriate staffing levels for the Stores (including Store
Employees), and appropriate bonus and incentive programs for Store
Employees; (vii) recommend to Merchant loss prevention programs
designed to protect the inventory from shrinkage; (viii) advise
Merchant on consolidating Stores and closing Stores prior to the
Sale Termination Date to maximize the net proceeds generated to
Merchant from the Sale; and (ix) provide such other related
services mutually deemed necessary or prudent by Merchant and
Consultant under the circumstances giving rise to the Sale.

              At the conclusion of the Sale, the Consultant will
surrender the premises of each Store in broom clean condition.

          c. Affirmative Duties of Merchant: The Merchant is to,
among other things: (i) be the employer of the Store Employees;
(ii) provide Consultant, at no cost or expense to the Consultant,
with central administrative services necessary to administer the
Sale; (iii) pay all taxes, costs, expenses, accounts payable, and
other liabilities relating to the Stores, the Store Employees, and
other representatives of the Merchant; (iv) prepare and process all
tax forms and other documentation; (v) collect all sales taxes and
pay them to the appropriate taxing authorities for the Stores; (vi)
use reasonable efforts to cause the Merchant's employees to
cooperate with Consultant and the Supervisors; (vii) provide
Consultant with weekly reporting; and (viii) provide peaceful use
and occupancy of, and reasonable access to, the Stores and the
Merchant's corporate offices for the purpose of conducting and
completing the Sale.

          d. Consultant's Fees and Expenses: The Merchant will pay
to Consultant, from Gross Proceeds, a Consulting Fee equal to 1.5%
of Gross Proceeds.  The Merchant is responsible for all expenses
incurred in connection with the Sale, including all Sale Expenses.
To control Sale Expenses, the Merchant and Consultant have agreed
to the Consultant Controlled Expense Budget.  If the aggregate
amount of Consultant Controlled Expenses is less than the total
amount set forth in the Consultant Controlled Expense Budget, the
Consultant will be entitled to payment equal to 5.0% of the
difference.

               The Debtors provided Consultant with a $350,000
Special Purpose Payment to be held by the Consultant and applied
toward any unpaid obligations of the Debtors pending Final
Settlement.  Any portion of the Special Purpose Payment not used to
pay amounts explicitly contemplated by the Agreement will be
returned to the Debtors within 3 days following the Final
Settlement.

          e. Additional Consultant Goods Fee: The Debtors are
entitled to a fee equal to 20% of the gross proceeds (less Sale
Taxes) from the sale of any Additional Consultant Goods.

          f. Merchant Indemnification: The Merchant indemnifies
Consultant Indemnified Parties from liabilities (including
reasonable attorneys' fees and expenses) resulting from, or related
to, among other things: material breach, gross negligence or
willful misconduct of the Merchant, and claims of the Consultant's
employees based on the Merchant's actionable treatment of such
employees.

          g. Consultant Indemnification: The Consultant indemnifies
the Merchant Indemnified Parties from liabilities resulting from,
or related to, among other things: material breach, gross
negligence or willful misconduct of Merchant, and claims of the
Merchant's employees based on the Consultant actionable treatment
of such employees, and any claims by a party engaged by the
Consultant.

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

           http://bankrupt.com/misc/Wet_Seal_10_Sales.pdf

In accordance with the Agreement, the Debtors are no longer selling
gift cards.  However, the Consultant will honor gift cards and
merchandise credits that were issued by or on behalf of the Debtors
prior to Jan. 23, 2017.  Likewise, the Consultant will accept
returns and exchanges of Merchandise sold by the Debtors prior to
Jan. 23, 2017, provided that such return or exchange is otherwise
in compliance with the Debtors' applicable policies and procedures
that were in place at the time the Merchandise was purchased.

The Debtors, in consultation with their advisors, determined that
the Stores should be closed and the Store Closing Assets should be
liquidated for the benefit of the Debtors' estates and creditors.
Furthermore, after engaging in extensive, arms'-length negotiations
with certain nationally-recognized liquidators regarding the Store
Closing Sales and conducting reasonable diligence, the Debtors
determined that entering into the Agreement would provide the
greatest return to the Debtors' estates for the Store Closing
Assets.  Additionally, the Debtors believe that the terms set forth
in the Agreement are fair and equitable and present the best path
forward with respect to winding down their operations.
Accordingly, the Debtors ask authority to assume the Agreement and
to sell the Store Closing Assets through the continuation of the
Store Closing Sales on a final "as is" basis, free and clear of any
and all liens, claims, and encumbrances in accordance with the
Agreement and the Sale Guidelines.

The Debtors ask that the Court authorize the Debtors to conduct the
Store Closing Sales without the necessity of, and the delay
associated with, complying with the Liquidation Laws and conduct
any liquidation sales without interference by any landlords or
other persons affected, directly or indirectly, by the liquidation
sales.

Any delay in the Debtors' ability to continue to conduct the Store
Closing Sales without interruption would be detrimental to the
Debtors, their creditors and estates, and would impair the Debtors'
ability to optimize their business performance at this critical
time as they begin the chapter 11 process.  For this reason and
those set forth, the Debtors submit that ample cause exists to
justify a waiver of the 14-day stay imposed by Bankruptcy Rule
6004(h), to the extent applicable.

The Consultant can be reached at:

          HILCO MERCHANT RESOURCES, LLC
          5 Revere Drive, Suite 206
          Northbrook, IL 60062 USA
          Attn: Ian S. Fredericks
          Telephone: (847) 418-2075
          Facsimile: (847) 897-0859
          E-mail: ifredericks@hilcotrading.com

                  - and -

          GORDON BROTHERS RETAIL PARTNERS, LLC
          Prudential Tower
          800 Boylston Street
          Boston, MA 02119
          Attn: Mackenzie Shea
          Telephone: (617) 422-6519
          E-mail: mshea@gordonbrothers.com

                             About The Wet Seal

The Wet Seal, LLC and its affiliates are a national multi-channel
specialty retailer selling fashion apparel and accessory items
designed for female customers aged 18 to 24 years old.  They are
currently comprised of two primary units: the retail store business
and an e-commerce business.  Through their retail store business,
they operate approximately 142 retail locations in 37 states,
principally in lease-based mall locations.  They also have
historically sold gift cards, which business has been primarily
operated through The Wet Seal Gift Card, LLC.

The Wet Seal, LLC, also known as The Wet Seal (2015), LLC, sought
Chapter 11 protection (Bankr. D. Del. Case No. 17-10229) on Feb. 2,
2017.  The case is assigned to Judge Christopher S. Sontchi.

The Debtor tapped Robert S. Brady, Esq., Michael R. Nestor, Esq.,
Jaime Luton Chapman, Esq., Andrew L. Magaziner, Esq., of the Young
Conaway Stargatt & Taylor, LLP as counsel.

The Debtor estimated assets in the range of $10 million to $50
million and $50 million to $100 million in debt.

The petitions were signed by Judd P. Tirnauer, executive vice
president and chief financial officer.


WGC INC: Hearing on Plan Outline Approval Set for March 9
---------------------------------------------------------
The Hon. Thomas P. Agresti of the U.S. Bankruptcy Court for the
Western District of Pennsylvania has scheduled for March 9, 2017,
at 10:00 a.m., the hearing to consider the approval of WGC, Inc.'s
disclosure statement.

March 2, 2017, is the last day for filing and serving objections to
the Disclosure Statement.

As reported by the Troubled Company Reporter on Jan. 27, 2017, the
Debtor filed with the Court a disclosure statement to accompany its
plan of reorganization, dated Jan. 20, 2017, which proposes to pay
the secured claims of Northwest Savings Bank and Wells Fargo Bank
from the sale of Debtor's assets.

                          About WGC, Inc.

WGC, Inc., filed a Chapter 11 petition (Bankr. W.D. Pa. Case No.
16-10347) on April 13, 2016.  The petition was signed by Steven
Shingledecker, general manager.

The Debtor is represented by Brian C. Thompson, Esq., at Thompson
Law Group, P.C.  The case is assigned to Judge Thomas P. Agresti.

The Debtor estimated assets of $0 to $50,000 and debts of $1
million to $10 million.


WIDEOPENWEST FINANCE: Moody's Rates New $2.15BB Term Loan B at B1
-----------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to WideOpenWest
Finance, LLC's proposed $2.15 billion term loan B. Proceeds from
the transaction will be used to refinance the company's existing
$2.06 billion term loan B, as well as pay down $90 million of the
company's existing 10.25% unsecured notes due 2019. WoW's B2
corporate family rating (CFR), B2-PD probability of default rating
(PD) and Caa1 senior unsecured rating remain unchanged. The outlook
remains stable.

Assignments:

Issuer: WideOpenWest Finance, LLC

-- Senior Secured Bank Credit Facility, Assigned B1 (LGD3)

RATINGS RATIONALE

WOW's strong base of network assets, scale and profitability
support its B2 corporate family rating (CFR). As a result of
management's focus on cost reduction, margins have expanded to be
in line with the industry average leading to an improvement in both
leverage and free cash flow. Moody's expects gross leverage to
continue to fall towards 6x over the next 12 months from 6.5x at
year-end 2015 and 7x at year-end 2014. Free cash flow has also
improved and Moody's expects approximate break-even free cash flow
for 2017 including the interest cost savings from the refinance
announced including capex associated with the company's edge-out
expansion plans. EBITDA growth for 2016 was in the high single
digit range, but revenue growth has been only modest due to video
subscriber loss and competitive pressure. However, the company has
achieved a return to broadband subscriber growth after a temporary
period of weakness in early 2015. As the US cable industry grapples
with a changing video distribution model, high content costs and
weak video subscriber trends, the HSD product is critically
important for cable companies' future market share. The maturity of
the core video product limits growth potential, but Moody's
believes the high speed data product and the commercial business
offer EBITDA growth, supported by a high quality network in most of
the company's footprint. A reduction in both the fixed cost base
and cash spent to achieve synergies creates the potential for
increasing free cash flow and lower leverage over the next several
years.

Moody's expects WoW to maintain good liquidity over the next 12 to
18 months. With the addition of the approximately $200 million of
net proceeds from the sale of assets that closed earlier in
January, Moody's estimates that the company has available cash
balances of more than $250 million as of December 31, 2016 (pro
forma for sale proceeds). The company also has full availability
under its $200 million revolving credit facility.

The stable outlook reflects the company's improved credit profile,
which is primarily due to solid execution with cost savings
initiatives. The stable outlook also reflects Moody's expectations
that WOW will maintain market share, especially for HSD subscribers
and that leverage will decline towards 6x (Moody's adjusted) over
the next few quarters. Moody's would consider an upgrade of the B2
CFR if leverage was sustained around 5x (Moody's adjusted), free
cash flow as a percentage of debt was in the mid to high single
digits, and there was evidence of maintaining its competitive
position. Moody's would consider a downgrade of the B2 CFR if
leverage were sustained above 6.5x (Moody's adjusted), liquidity
were to become strained, or there was a weakening of subscriber
trends.

The principal methodology used in this rating was "Global Pay
Television - Cable and Direct-to-Home Satellite Operators"
published in January 2017.

With its headquarters in Englewood, Colorado, WideOpenWest Finance,
LLC ("WOW") provides residential and commercial video, high speed
data, and telephony services to Midwestern and Southeastern markets
in the United States. The company reported 537,000 video, 722,000
high speed data, and 287,000 phone subscribers as of March 31,
2016. Avista Capital Partners owns approximately 60% of the company
and Crestview Partners owns approximately 35%, and its annual
revenue is approximately $1.2 billion.


WINDSTREAM SERVICES: S&P Rates $580MM Term Loan B-7 'BB'
--------------------------------------------------------
S&P Global Ratings assigned its 'BB' issue-level rating and '1'
recovery rating to Little Rock, Ark.-based telecommunications
service provider Windstream Holdings Inc.'s proposed $580 million
senior secured term loan B-7 due 2024, to be issued out of
wholly-owned subsidiary Windstream Services LLC.  The '1' recovery
rating indicates S&P's expectation for very high (90%-100%)
recovery in the event of payment default.  S&P expects the company
will use net proceeds from the term loan to repay its existing
senior secured term loan B-5 due 2019, which had approximately
$574 million outstanding as of Sept. 30, 2016.

S&P's 'B+' corporate credit rating and stable outlook are not
affected by the transaction since it is essentially leverage
neutral, although S&P expects interest costs will be modestly
higher.  S&P expects Windstream's adjusted debt to EBITDA to be
around 5x in 2017, pro forma for the EarthLink acquisition, which
is expected to close in the first half of 2017.  S&P's adjusted
leverage calculation also includes the debt-like obligation
associated with the fixed lease payments to REIT Communications
Sales & Leasing Inc.

RATINGS LIST

Windstream Holdings Inc.
Corporate Credit Rating                 B+/Stable/--

New Rating

Windstream Services LLC
Senior Secured
$580 mil. term loan B-7 due 2024        BB
  Recovery Rating                        1


WK CAPITAL: Hires Forker Suter as Co-counsel
--------------------------------------------
WK Capital Enterprises, Inc., Capital Pizza Huts, Inc., Capital
Pizza Huts of Vermont, Inc. and Capital Pizza of New Hampshire,
Inc. seek authorization from the U.S. Bankruptcy Court for the
District of Kansas to employ Forker Suter, LLC as co-counsel.

The Debtors require Forker Suter to represent them as co-counsel to
all matters, but specifically those matters relative to INTRUST
Bank.

Forker Suter's representation could include, without limitation,
these tasks:

   (a) advising the Debtors with respect to their rights and
       obligations as debtors and debtors-in-possession and
       regarding other matters of bankruptcy law as to those
       matters on which Forker Suter is co-counsel;

   (b) the review and preparation and filing of any portion of the

       schedules, motions, statement of affairs, plan of
       reorganization, or other pleadings or documents that may be

       required in these proceedings as conflicts counsel;

   (c) representation of the Debtors as needed as co-counsel at
       plan disclosure, confirmation and related hearings, and any

       adjourned hearing therefore;

   (d) representation of the Debtors in adversary proceedings and
       other contested bankruptcy matters as co-counsel; and

   (e) representation of the Debtors in the above matters, and any

       other matters that may arise in connection with the
       Debtors' reorganization proceedings and their business
       operations.

Forker Suter will be paid at these hourly rates:

       Attorneys                $350
       Secretary/Paralegal      $100

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

Daniel W. Forker, Jr., senior partner of Forker Suter, 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.

Forker Suter can be reached at:

       Daniel W. Forker, Jr., Esq.
       FORKER SUTER, LLC
       P.O. Box 1868
       Hutchinson, KS 67504-1868
       Tel: (620) 663-7131
       Fax: (620) 669-0714
       E-mail: dforker@forkersuter.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 three 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.



WK CAPITAL: Hires Hinkle Law as Bankruptcy Counsel
--------------------------------------------------
WK Capital Enterprises, Inc., Capital Pizza Huts, Inc., Capital
Pizza Huts of Vermont, Inc. and Capital Pizza of New Hampshire,
Inc. seek authorization from the U.S. Bankruptcy Court for the
District of Kansas to employ Hinkle Law Firm LLC as bankruptcy
counsel and corporate, real estate and manager and acquisition
counsel, effective January 23, 2017 commencement date.

The Debtors require Hinkle Law to:

   (a) advise the Debtors of their rights, powers and duties as
       debtors and debtors-in-possession continuing to operate and

       manage their respective businesses and properties under
       Chapter 11 of the Bankruptcy Code;

   (b) prepare on behalf of the Debtors all necessary and
       appropriate applications, motions, proposed orders, other
       pleadings, notices, schedules and other documents, and
       review all financial and other reports to be filed in these

       Chapter 11 cases;

   (c) advise the Debtors concerning, and prepare responses to,
       applications, motions, other pleadings, notices and other
       papers that may be filed by other parties in these Chapter
       11 cases and appear on behalf of the Debtors in any hearing

       or other proceedings relating to those matters;

   (d) review the nature and validity of any liens asserted
       against the Debtors' property and advise the Debtors
       concerning the enforceability of such liens;

   (e) advise the Debtors regarding their ability to initiate
       actions to collect and recover property for the benefit of
       their estates;

   (f) the extent required by the Debtors, advise and assist the
       Debtors in connection with certain asset dispositions;

   (g) the extent required by the Debtors, advise and assist the
       Debtors with respect to certain employment-related issues;

   (h) advise and assist the Debtors in negotiations with the
       Debtors' debt holders and other stakeholders;

   (i) advise the Debtors concerning executory contract and
       unexpired lease assumptions, assignments and rejections;

   (j) advise the Debtors in connection with the formulation,
       negotiation and promulgation of any plan or plans of
       reorganization, and related transactional documents;

   (k) assist the Debtors in reviewing, estimating and resolving
       claims asserted against the Debtors' estates;

   (l) to the extent required by the Debtors, commence and conduct

       certain litigation that is necessary and appropriate to
       assert rights held by the Debtors, protect assets of the
       Debtors' Chapter 11 estates or otherwise further the goal
       of completing the Debtors' successful reorganization;

   (m) provide other services for the Debtors to the extent
       requested by the Debtors; and

   (n) perform all other necessary and appropriate legal services
       in connection with these Chapter 11 cases for or on behalf
       of the Debtors.

Hinkle Law will be paid at these hourly rates:

       Partners and Counsel         $265-$350
       Paralegals                   $75-$125

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

Edward J. Nazar, senior partner of Hinkle Law, 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.

Hinkle Law can be reached at:

       Edward J. Nazar
       HINKLE LAW FIRM LLC
       301 North Main, Suite 2000
       Wichita, KS 67202-4820
       Tel: (316) 267-2000
       Fax: (316) 264-1518
       E-mail: enazar@hinklaw.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 three 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.


[*] Moody's: Defaults Slowed in Q4 as Energy Sector Stress Eases
----------------------------------------------------------------
Defaults among US nonfinancial corporates slowed in the fourth
quarter of 2016 in what could presage an expected decline in
defaults this year, Moody's Investors Service says in a new report.
The rating agency projects that the US speculative-grade default
rate will fall from a seven-year high of 5.6% in 2016, to 3.8% in
2017.

"Moderating liquidity strains in the energy sector, continuing
strong market access for speculative-grade firms and a potential
economic uptick all point the way to fewer defaults in the year
ahead," said Senior Vice President, John Puchalla. "Accommodative
markets have for the most part allowed companies to keep debt
maturities at bay, reduce interest costs and fund new
investments."

Defaults among energy companies eased in the final quarter of 2016,
to six from 14 the prior quarter, as rising oil prices buoyed
companies' earnings prospects, Puchalla says in "Easing Commodity
Strains to Reduce Defaults in 2017." Additionally, energy firms
capitalized on their improved ability to fund new investments and
enhance liquidity through asset sales and capital market
transactions.

And in a further strong sign that speculative-grade defaults will
moderate this year, Moody's Liquidity Stress Index (LSI) finished
2016 at 5.9%, after peaking at 10.3% in March as a result of
weakness in the commodity sector. The oil and gas LSI, meanwhile,
hit a record high of 31.6% in March, but ended the year at 16.5%.
That it remains well above its long-term average of 8.0%, however,
suggests lingering liquidity strains and continued defaults among
energy firms in 2017.

A preponderance of red indicators in the ratings agency's credit
cycle gauge, including its Refunding Index, highlights such
lingering risks, Moody's says. Among these is the stubbornly high
number of low-rated companies, which currently account for 7.7% of
the US speculative-grade population, as well as some firms'
reliance on continual market access. And if economic growth is
unexpectedly weak, geopolitical issues disrupt trade or capital
flows, or investors become more risk averse, Moody's default rate
outlook would worsen.


[^] Large Companies with Insolvent Balance Sheet
------------------------------------------------
                                                 Total
                                                Share-      Total
                                    Total     Holders'    Working
                                   Assets       Equity    Capital
  Company         Ticker            ($MM)        ($MM)      ($MM)

ABSOLUTE SOFTWRE  ALSWF US          101.7        (45.3)     (35.4)
ABSOLUTE SOFTWRE  ABT CN            101.7        (45.3)     (35.4)
ABSOLUTE SOFTWRE  OU1 GR            101.7        (45.3)     (35.4)
ABSOLUTE SOFTWRE  ABT2EUR EU        101.7        (45.3)     (35.4)
ADVANCED EMISSIO  ADES US            40.5         (0.3)      (1.4)
ADVANCED EMISSIO  OXQ1 GR            40.5         (0.3)      (1.4)
ADVANCEPIERRE FO  1AC GR          1,210.5       (329.7)     254.3
ADVANCEPIERRE FO  APFHEUR EU      1,210.5       (329.7)     254.3
ADVANCEPIERRE FO  APFH US         1,210.5       (329.7)     254.3
AEROJET ROCKETDY  GCY TH          1,952.0        (63.9)      82.6
AEROJET ROCKETDY  AJRD US         1,952.0        (63.9)      82.6
AEROJET ROCKETDY  GCY GR          1,952.0        (63.9)      82.6
AEROJET ROCKETDY  AJRDEUR EU      1,952.0        (63.9)      82.6
AGENUS INC        AGEN US           174.8        (21.0)      74.7
AGENUS INC        AGENEUR EU        174.8        (21.0)      74.7
AGENUS INC        AJ81 GR           174.8        (21.0)      74.7
AGENUS INC        AJ81 TH           174.8        (21.0)      74.7
ALTERNATE HEALTH  AHG CN              0.0         (0.0)      (0.0)
ALTERNATE HEALTH  ATEHF US            0.0         (0.0)      (0.0)
AMER RESTAUR-LP   ICTPU US           33.5         (4.0)      (6.2)
ANGIE'S LIST INC  ANGIEUR EU        159.9         (8.8)     (33.9)
ANGIE'S LIST INC  ANGI US           159.9         (8.8)     (33.9)
ANGIE'S LIST INC  8AL GR            159.9         (8.8)     (33.9)
ARCH COAL IN-W/I  ACI-W US        4,658.1     (1,676.1)     662.2
ARCH COAL INC     ACC QT          4,658.1     (1,676.1)     662.2
ARCH COAL INC     ACIIQ US        4,658.1     (1,676.1)     662.2
ARCH COAL INC     ACIIQ* MM       4,658.1     (1,676.1)     662.2
ARCH COAL INC-A   ARCH1EUR EU     4,658.1     (1,676.1)     662.2
ARCH COAL INC-A   ARCH US         4,658.1     (1,676.1)     662.2
ARIAD PHARM       APS TH            676.6        (46.3)     240.4
ARIAD PHARM       ARIAEUR EU        676.6        (46.3)     240.4
ARIAD PHARM       APS GR            676.6        (46.3)     240.4
ARIAD PHARM       APS QT            676.6        (46.3)     240.4
ARIAD PHARM       ARIA US           676.6        (46.3)     240.4
ARIAD PHARM       ARIACHF EU        676.6        (46.3)     240.4
ARIAD PHARM       ARIA SW           676.6        (46.3)     240.4
ARRAY BIOPHARMA   ARRY US           166.9        (52.1)      93.8
ARRAY BIOPHARMA   AR2 QT            166.9        (52.1)      93.8
ARRAY BIOPHARMA   ARRYEUR EU        166.9        (52.1)      93.8
ARRAY BIOPHARMA   AR2 TH            166.9        (52.1)      93.8
ARRAY BIOPHARMA   AR2 GR            166.9        (52.1)      93.8
ASCENT SOLAR TEC  ASTIEUR EU         12.4        (12.1)     (14.5)
ASPEN TECHNOLOGY  AZPNEUR EU        267.4       (192.9)    (226.6)
ASPEN TECHNOLOGY  AST GR            267.4       (192.9)    (226.6)
ASPEN TECHNOLOGY  AST TH            267.4       (192.9)    (226.6)
ASPEN TECHNOLOGY  AZPN US           267.4       (192.9)    (226.6)
AUTOZONE INC      AZ5 QT          8,742.5     (1,895.2)    (481.5)
AUTOZONE INC      AZ5 GR          8,742.5     (1,895.2)    (481.5)
AUTOZONE INC      AZOEUR EU       8,742.5     (1,895.2)    (481.5)
AUTOZONE INC      AZO US          8,742.5     (1,895.2)    (481.5)
AUTOZONE INC      AZ5 TH          8,742.5     (1,895.2)    (481.5)
AVID TECHNOLOGY   AVID US           262.9       (272.7)     (91.6)
AVID TECHNOLOGY   AVD GR            262.9       (272.7)     (91.6)
AVISTA HEALTH-A   AHPA US             0.8         (0.0)      (0.7)
AVISTA HEALTHCAR  AHPAU US            0.8         (0.0)      (0.7)
AVISTA HEALTHCAR  AWF GR              0.8         (0.0)      (0.7)
AVISTA HEALTHCAR  AHPAUEUR EU         0.8         (0.0)      (0.7)
AVON - BDR        AVON34 BZ       3,905.5       (336.4)     853.1
AVON PRODUCTS     AVP* MM         3,905.5       (336.4)     853.1
AVON PRODUCTS     AVP GR          3,905.5       (336.4)     853.1
AVON PRODUCTS     AVP CI          3,905.5       (336.4)     853.1
AVON PRODUCTS     AVP US          3,905.5       (336.4)     853.1
AVON PRODUCTS     AVP QT          3,905.5       (336.4)     853.1
AVON PRODUCTS     AVP TH          3,905.5       (336.4)     853.1
AXIM BIOTECHNOLO  AXIM US             1.2         (3.2)      (3.0)
BARRACUDA NETWOR  7BM GR            453.7         (5.0)      (3.8)
BARRACUDA NETWOR  CUDA US           453.7         (5.0)      (3.8)
BARRACUDA NETWOR  CUDAEUR EU        453.7         (5.0)      (3.8)
BASIC ENERGY SVS  BASEUR EU       1,003.0       (152.3)    (869.2)
BASIC ENERGY SVS  BAS US          1,003.0       (152.3)    (869.2)
BASIC ENERGY SVS  B8JN GR         1,003.0       (152.3)    (869.2)
BASIC ENERGY SVS  B8JN TH         1,003.0       (152.3)    (869.2)
BENEFITFOCUS INC  BNFT US           153.4        (35.4)       4.3
BENEFITFOCUS INC  BTF GR            153.4        (35.4)       4.3
BLUE BIRD CORP    BLBD US           277.9        (87.0)       9.6
BOMBARDIER INC-B  BBDBN MM       23,876.0     (3,865.0)   1,686.0
BOMBARDIER-B OLD  BBDYB BB       23,876.0     (3,865.0)   1,686.0
BOMBARDIER-B W/I  BBD/W CN       23,876.0     (3,865.0)   1,686.0
BRINKER INTL      EAT2EUR EU      1,498.1       (530.6)    (245.5)
BRINKER INTL      BKJ GR          1,498.1       (530.6)    (245.5)
BRINKER INTL      EAT US          1,498.1       (530.6)    (245.5)
BROOKFIELD REAL   BRE CN             97.2        (33.5)       1.6
BUFFALO COAL COR  BUC SJ             50.0        (20.4)     (18.0)
BURLINGTON STORE  BURL* MM        2,688.1       (135.4)      27.2
BURLINGTON STORE  BURL US         2,688.1       (135.4)      27.2
BURLINGTON STORE  BUI GR          2,688.1       (135.4)      27.2
CADIZ INC         2ZC GR             59.0        (70.2)     (39.7)
CADIZ INC         CDZI US            59.0        (70.2)     (39.7)
CAESARS ENTERTAI  C08 GR         15,351.0       (971.0)  (2,334.0)
CAESARS ENTERTAI  CZR US         15,351.0       (971.0)  (2,334.0)
CALIFORNIA RESOU  1CL TH          6,332.0       (493.0)    (302.0)
CALIFORNIA RESOU  CRCEUR EU       6,332.0       (493.0)    (302.0)
CALIFORNIA RESOU  1CLB GR         6,332.0       (493.0)    (302.0)
CALIFORNIA RESOU  CRC US          6,332.0       (493.0)    (302.0)
CAMBIUM LEARNING  ABCD US           159.5        (65.5)     (49.9)
CAMPING WORLD-A   CWH US          1,367.5       (354.3)     197.2
CAMPING WORLD-A   C83 GR          1,367.5       (354.3)     197.2
CAMPING WORLD-A   CWHEUR EU       1,367.5       (354.3)     197.2
CARRIZO OIL&GAS   CRZO US         1,420.5       (205.4)    (152.2)
CARRIZO OIL&GAS   CO1 TH          1,420.5       (205.4)    (152.2)
CARRIZO OIL&GAS   CRZOEUR EU      1,420.5       (205.4)    (152.2)
CARRIZO OIL&GAS   CO1 GR          1,420.5       (205.4)    (152.2)
CASELLA WASTE     CWST US           635.3        (13.9)       2.2
CASELLA WASTE     WA3 GR            635.3        (13.9)       2.2
CEB INC           CEB US          1,467.4        (85.8)    (123.7)
CEB INC           FC9 GR          1,467.4        (85.8)    (123.7)
CHESAPEAKE ENERG  CS1 GR         12,523.0       (932.0)  (2,539.0)
CHESAPEAKE ENERG  CHK* MM        12,523.0       (932.0)  (2,539.0)
CHESAPEAKE ENERG  CS1 TH         12,523.0       (932.0)  (2,539.0)
CHESAPEAKE ENERG  CHK US         12,523.0       (932.0)  (2,539.0)
CHOICE HOTELS     CZH GR            846.3       (337.4)     113.4
CHOICE HOTELS     CHH US            846.3       (337.4)     113.4
CINCINNATI BELL   CBB US          1,529.9       (194.8)     (40.7)
CINCINNATI BELL   CBBEUR EU       1,529.9       (194.8)     (40.7)
CINCINNATI BELL   CIB1 GR         1,529.9       (194.8)     (40.7)
CLEAR CHANNEL-A   C7C GR          5,675.6       (995.0)     616.1
CLEAR CHANNEL-A   CCO US          5,675.6       (995.0)     616.1
CLIFFS NATURAL R  CLF* MM         1,772.9     (1,400.5)     376.1
CLIFFS NATURAL R  CVA QT          1,772.9     (1,400.5)     376.1
CLIFFS NATURAL R  CLF US          1,772.9     (1,400.5)     376.1
CLIFFS NATURAL R  CVA GR          1,772.9     (1,400.5)     376.1
CLIFFS NATURAL R  CVA TH          1,772.9     (1,400.5)     376.1
CLIFFS NATURAL R  CLF2EUR EU      1,772.9     (1,400.5)     376.1
COGENT COMMUNICA  CCOI US           617.6        (40.5)     140.3
COGENT COMMUNICA  OGM1 GR           617.6        (40.5)     140.3
COMMUNICATION     8XC GR          3,217.5     (1,287.0)       -
COMMUNICATION     CSAL US         3,217.5     (1,287.0)       -
COMSTOCK RES INC  CRK1EUR EU        885.5       (220.0)      18.5
COMSTOCK RES INC  CRK US            885.5       (220.0)      18.5
COMSTOCK RES INC  CX9 GR            885.5       (220.0)      18.5
CONTURA ENERGY I  CNTE US           827.7         (4.6)      56.6
CORGREEN TECHNOL  CGRT US             2.9         (0.2)      (0.6)
CPI CARD GROUP I  PMTS US           270.7        (89.0)      58.7
CPI CARD GROUP I  CPB GR            270.7        (89.0)      58.7
CPI CARD GROUP I  PMTS CN           270.7        (89.0)      58.7
DELEK LOGISTICS   DKL US            393.2        (14.0)       4.8
DELEK LOGISTICS   D6L GR            393.2        (14.0)       4.8
DENNY'S CORP      DENN US           297.7        (53.8)     (48.1)
DENNY'S CORP      DE8 GR            297.7        (53.8)     (48.1)
DOMINO'S PIZZA    EZV GR            676.6     (1,936.1)      62.1
DOMINO'S PIZZA    DPZ US            676.6     (1,936.1)      62.1
DOMINO'S PIZZA    EZV TH            676.6     (1,936.1)      62.1
DOMINO'S PIZZA    EZV QT            676.6     (1,936.1)      62.1
DUN & BRADSTREET  DB5 TH          2,016.9     (1,054.3)    (151.7)
DUN & BRADSTREET  DNB1EUR EU      2,016.9     (1,054.3)    (151.7)
DUN & BRADSTREET  DB5 GR          2,016.9     (1,054.3)    (151.7)
DUN & BRADSTREET  DNB US          2,016.9     (1,054.3)    (151.7)
DUNKIN' BRANDS G  DNKNEUR EU      3,145.6       (167.2)     181.6
DUNKIN' BRANDS G  2DB GR          3,145.6       (167.2)     181.6
DUNKIN' BRANDS G  DNKN US         3,145.6       (167.2)     181.6
DUNKIN' BRANDS G  2DB TH          3,145.6       (167.2)     181.6
EASTMAN KODAK CO  KODK US         1,981.0        (23.0)     814.0
EASTMAN KODAK CO  KODN GR         1,981.0        (23.0)     814.0
ERIN ENERGY CORP  ERN US            342.4       (161.2)    (255.1)
ERIN ENERGY CORP  ERN SJ            342.4       (161.2)    (255.1)
ERIN ENERGY CORP  U8P2 GR           342.4       (161.2)    (255.1)
FAIRMOUNT SANTRO  FM1 GR          1,239.0        (13.3)     284.0
FAIRMOUNT SANTRO  FMSA US         1,239.0        (13.3)     284.0
FAIRMOUNT SANTRO  FMSAEUR EU      1,239.0        (13.3)     284.0
FAIRPOINT COMMUN  FONN GR         1,248.8        (41.0)      11.0
FAIRPOINT COMMUN  FRP US          1,248.8        (41.0)      11.0
FERRELLGAS-LP     FGP US          1,667.2       (746.9)    (123.1)
FERRELLGAS-LP     FEG GR          1,667.2       (746.9)    (123.1)
FORESIGHT ENERGY  FHR GR          1,735.8        (70.0)      55.4
FORESIGHT ENERGY  FELP US         1,735.8        (70.0)      55.4
GAMCO INVESTO-A   GBL US            121.3       (199.1)       -
GARTNER INC       IT US           2,277.7        (10.5)    (171.5)
GARTNER INC       GGRA GR         2,277.7        (10.5)    (171.5)
GARTNER INC       IT* MM          2,277.7        (10.5)    (171.5)
GCP APPLIED TECH  GCP US          1,061.0       (118.4)     282.5
GCP APPLIED TECH  43G GR          1,061.0       (118.4)     282.5
GENESIS HEALTHCA  SH11 GR         5,886.6       (771.5)     237.4
GENESIS HEALTHCA  GEN US          5,886.6       (771.5)     237.4
GIYANI GOLD CORP  GGC NW              1.7         (0.4)      (0.5)
GOGO INC          GOGO US         1,224.2        (18.0)     398.4
GOGO INC          G0G QT          1,224.2        (18.0)     398.4
GOGO INC          G0G GR          1,224.2        (18.0)     398.4
GREEN PLAINS PAR  8GP GR             88.9        (67.0)       3.5
GREEN PLAINS PAR  GPP US             88.9        (67.0)       3.5
GUIDANCE SOFTWAR  ZTT GR             74.8         (1.1)     (20.9)
GUIDANCE SOFTWAR  GUID US            74.8         (1.1)     (20.9)
H&R BLOCK INC     HRB GR          2,082.2       (557.5)     268.6
H&R BLOCK INC     HRB TH          2,082.2       (557.5)     268.6
H&R BLOCK INC     HRB QT          2,082.2       (557.5)     268.6
H&R BLOCK INC     HRB US          2,082.2       (557.5)     268.6
H&R BLOCK INC     HRBEUR EU       2,082.2       (557.5)     268.6
HALOZYME THERAPE  RV7 GR            282.5        (12.0)     219.9
HALOZYME THERAPE  HALOEUR EU        282.5        (12.0)     219.9
HALOZYME THERAPE  RV7 QT            282.5        (12.0)     219.9
HALOZYME THERAPE  HALO US           282.5        (12.0)     219.9
HCA HOLDINGS INC  HCA US         33,758.0     (5,633.0)   3,252.0
HCA HOLDINGS INC  HCAEUR EU      33,758.0     (5,633.0)   3,252.0
HCA HOLDINGS INC  2BH QT         33,758.0     (5,633.0)   3,252.0
HCA HOLDINGS INC  2BH GR         33,758.0     (5,633.0)   3,252.0
HCA HOLDINGS INC  2BH TH         33,758.0     (5,633.0)   3,252.0
HELIX TCS INC     HLIX US             4.3         (1.7)      (0.9)
HOVNANIAN-A-WI    HOV-W US        2,379.4       (128.5)   1,291.2
HP COMPANY-BDR    HPQB34 BZ      29,010.0     (3,889.0)    (340.0)
HP INC            HPQUSD SW      29,010.0     (3,889.0)    (340.0)
HP INC            HPQ TE         29,010.0     (3,889.0)    (340.0)
HP INC            HWP QT         29,010.0     (3,889.0)    (340.0)
HP INC            HPQCHF EU      29,010.0     (3,889.0)    (340.0)
HP INC            7HP TH         29,010.0     (3,889.0)    (340.0)
HP INC            HPQ US         29,010.0     (3,889.0)    (340.0)
HP INC            HPQ SW         29,010.0     (3,889.0)    (340.0)
HP INC            7HP GR         29,010.0     (3,889.0)    (340.0)
HP INC            HPQ* MM        29,010.0     (3,889.0)    (340.0)
HP INC            HPQ CI         29,010.0     (3,889.0)    (340.0)
IBI GROUP INC     IBG CN            271.9        (17.5)      41.6
IDEXX LABS        IDXX US         1,530.7       (108.2)     (89.0)
IDEXX LABS        IX1 QT          1,530.7       (108.2)     (89.0)
IDEXX LABS        IX1 TH          1,530.7       (108.2)     (89.0)
IDEXX LABS        IX1 GR          1,530.7       (108.2)     (89.0)
IMMUNOMEDICS INC  IM3 TH             40.6        (73.0)      21.8
IMMUNOMEDICS INC  IM3 GR             40.6        (73.0)      21.8
IMMUNOMEDICS INC  IMMU US            40.6        (73.0)      21.8
INFOR ACQUISIT-A  IAC/A CN          233.1         (3.8)       0.6
INFOR ACQUISITIO  IAC-U CN          233.1         (3.8)       0.6
INNOVIVA INC      INVA US           370.5       (367.9)     171.2
INNOVIVA INC      HVE GR            370.5       (367.9)     171.2
INTERNATIONAL WI  ITWG US           324.8        (12.0)      99.6
INTERUPS INC      ITUP US             0.0         (2.4)      (2.4)
IRHYTHM TECHNOLO  IRTCEUR EU         28.7        (14.2)      12.5
IRHYTHM TECHNOLO  I25 GR             28.7        (14.2)      12.5
IRHYTHM TECHNOLO  IRTC US            28.7        (14.2)      12.5
JACK IN THE BOX   JACK1EUR EU     1,348.8       (217.2)    (124.2)
JACK IN THE BOX   JACK US         1,348.8       (217.2)    (124.2)
JACK IN THE BOX   JBX GR          1,348.8       (217.2)    (124.2)
JUST ENERGY GROU  1JE GR          1,321.4       (376.8)    (289.1)
JUST ENERGY GROU  JE US           1,321.4       (376.8)    (289.1)
JUST ENERGY GROU  JE CN           1,321.4       (376.8)    (289.1)
KADMON HOLDINGS   KDF GR             86.8         (8.8)      26.1
KADMON HOLDINGS   KDMNEUR EU         86.8         (8.8)      26.1
KADMON HOLDINGS   KDMN US            86.8         (8.8)      26.1
KEY ENERGY SERV   KEGEUR EU         995.6       (163.1)    (864.7)
KEY ENERGY SERV   KEG US            995.6       (163.1)    (864.7)
L BRANDS INC      LTD QT          7,663.0     (1,188.0)     879.0
L BRANDS INC      LB US           7,663.0     (1,188.0)     879.0
L BRANDS INC      LTD TH          7,663.0     (1,188.0)     879.0
L BRANDS INC      LTD GR          7,663.0     (1,188.0)     879.0
L BRANDS INC      LBEUR EU        7,663.0     (1,188.0)     879.0
L BRANDS INC      LB* MM          7,663.0     (1,188.0)     879.0
LAMB WESTON       0L5 GR          2,400.2       (708.6)     330.9
LAMB WESTON       0L5 TH          2,400.2       (708.6)     330.9
LAMB WESTON       LW-WEUR EU      2,400.2       (708.6)     330.9
LAMB WESTON       LW US           2,400.2       (708.6)     330.9
LANTHEUS HOLDING  0L8 GR            255.0       (121.2)      71.3
LANTHEUS HOLDING  LNTH US           255.0       (121.2)      71.3
LEE ENTERPRISES   LEE US            663.6       (115.1)     (15.4)
MADISON-A/NEW-WI  MSGN-W US         854.1     (1,033.7)     217.3
MANITOWOC FOOD    MFS US          1,817.7        (72.2)      39.5
MANITOWOC FOOD    6M6 GR          1,817.7        (72.2)      39.5
MANITOWOC FOOD    MFS1EUR EU      1,817.7        (72.2)      39.5
MANNKIND CORP     MNKD IT            96.1       (238.7)     (57.2)
MCBC HOLDINGS IN  MCFT US            83.5         (1.5)     (18.9)
MCBC HOLDINGS IN  1SG GR             83.5         (1.5)     (18.9)
MCDONALDS - BDR   MCDC34 BZ      32,486.9     (1,624.1)    (174.6)
MCDONALDS CORP    MCD SW         32,486.9     (1,624.1)    (174.6)
MCDONALDS CORP    MDO QT         32,486.9     (1,624.1)    (174.6)
MCDONALDS CORP    MCD US         32,486.9     (1,624.1)    (174.6)
MCDONALDS CORP    MDO GR         32,486.9     (1,624.1)    (174.6)
MCDONALDS CORP    MCD TE         32,486.9     (1,624.1)    (174.6)
MCDONALDS CORP    MCD* MM        32,486.9     (1,624.1)    (174.6)
MCDONALDS CORP    MDO TH         32,486.9     (1,624.1)    (174.6)
MCDONALDS CORP    MCDCHF EU      32,486.9     (1,624.1)    (174.6)
MCDONALDS CORP    MCD CI         32,486.9     (1,624.1)    (174.6)
MCDONALDS CORP    MCDUSD SW      32,486.9     (1,624.1)    (174.6)
MCDONALDS-CEDEAR  MCD AR         32,486.9     (1,624.1)    (174.6)
MDC COMM-W/I      MDZ/W CN        1,642.3       (451.7)    (319.2)
MDC PARTNERS-A    MDZ/A CN        1,642.3       (451.7)    (319.2)
MDC PARTNERS-A    MDCAEUR EU      1,642.3       (451.7)    (319.2)
MDC PARTNERS-A    MDCA US         1,642.3       (451.7)    (319.2)
MDC PARTNERS-A    MD7A GR         1,642.3       (451.7)    (319.2)
MDC PARTNERS-EXC  MDZ/N CN        1,642.3       (451.7)    (319.2)
MEAD JOHNSON      0MJA TH         4,087.7       (472.1)   1,462.4
MEAD JOHNSON      0MJA GR         4,087.7       (472.1)   1,462.4
MEAD JOHNSON      MJNEUR EU       4,087.7       (472.1)   1,462.4
MEAD JOHNSON      0MJA QT         4,087.7       (472.1)   1,462.4
MEAD JOHNSON      MJN US          4,087.7       (472.1)   1,462.4
MEDLEY MANAGE-A   MDLY US           116.6        (23.4)      35.7
MERRIMACK PHARMA  MACK US           118.4       (227.1)       1.3
MICHAELS COS INC  MIK US          2,291.5     (1,659.5)     576.1
MICHAELS COS INC  MIM GR          2,291.5     (1,659.5)     576.1
MIDSTATES PETROL  MPO US            695.7     (1,533.1)       1.8
MONEYGRAM INTERN  MGI US          4,426.1       (208.5)       2.7
MOODY'S CORP      DUT QT          5,019.3       (357.9)   1,614.4
MOODY'S CORP      DUT TH          5,019.3       (357.9)   1,614.4
MOODY'S CORP      DUT GR          5,019.3       (357.9)   1,614.4
MOODY'S CORP      MCOEUR EU       5,019.3       (357.9)   1,614.4
MOODY'S CORP      MCO US          5,019.3       (357.9)   1,614.4
MOTOROLA SOLUTIO  MTLA TH         8,425.0       (952.0)     800.0
MOTOROLA SOLUTIO  MOT TE          8,425.0       (952.0)     800.0
MOTOROLA SOLUTIO  MTLA GR         8,425.0       (952.0)     800.0
MOTOROLA SOLUTIO  MSI US          8,425.0       (952.0)     800.0
MSG NETWORKS- A   MSGNEUR EU        854.1     (1,033.7)     217.3
MSG NETWORKS- A   1M4 TH            854.1     (1,033.7)     217.3
MSG NETWORKS- A   1M4 GR            854.1     (1,033.7)     217.3
MSG NETWORKS- A   MSGN US           854.1     (1,033.7)     217.3
NANOSTRING TECHN  0F1 GR            102.3         (6.6)      61.9
NANOSTRING TECHN  NSTG US           102.3         (6.6)      61.9
NANOSTRING TECHN  NSTGEUR EU        102.3         (6.6)      61.9
NATHANS FAMOUS    NFA GR             78.3        (67.3)      55.7
NATHANS FAMOUS    NATH US            78.3        (67.3)      55.7
NATIONAL CINEMED  NCMI US         1,029.8       (181.3)      75.4
NATIONAL CINEMED  XWM GR          1,029.8       (181.3)      75.4
NAVIDEA BIOPHARM  NAVB IT            11.2        (63.8)     (54.3)
NAVISTAR INTL     IHR QT          5,653.0     (5,293.0)     556.0
NAVISTAR INTL     IHR GR          5,653.0     (5,293.0)     556.0
NAVISTAR INTL     IHR TH          5,653.0     (5,293.0)     556.0
NAVISTAR INTL     NAV US          5,653.0     (5,293.0)     556.0
NEFF CORP-CL A    NFO GR            673.2       (150.2)      19.8
NEFF CORP-CL A    NEFF US           673.2       (150.2)      19.8
NEKTAR THERAPEUT  ITH GR            425.1        (67.9)     206.2
NEKTAR THERAPEUT  NKTR US           425.1        (67.9)     206.2
NEW ENG RLTY-LP   NEN US            192.7        (30.9)       -
NORTHERN OIL AND  NOG US            410.4       (476.1)     (26.3)
NORTHERN OIL AND  4LT GR            410.4       (476.1)     (26.3)
NYMOX PHARMACEUT  NYMX US             1.6         (1.4)      (0.1)
OCH-ZIFF CAPIT-A  35OA GR         1,388.3       (251.3)       -
OCH-ZIFF CAPIT-A  OZM US          1,388.3       (251.3)       -
OMEROS CORP       OMER US            72.8        (22.8)      44.6
OMEROS CORP       3O8 TH             72.8        (22.8)      44.6
OMEROS CORP       3O8 GR             72.8        (22.8)      44.6
OMEROS CORP       OMEREUR EU         72.8        (22.8)      44.6
ONCOMED PHARMACE  OMED US           218.2         (3.2)     157.2
ONCOMED PHARMACE  O0M GR            218.2         (3.2)     157.2
OPHTH0TECH CORP   O2T GR            350.6        (36.6)     289.8
OPHTH0TECH CORP   OPHT US           350.6        (36.6)     289.8
PAPA JOHN'S INTL  PZZA US           498.8         (2.8)      17.6
PAPA JOHN'S INTL  PP1 GR            498.8         (2.8)      17.6
PENN NATL GAMING  PENN US         5,251.7       (553.9)    (199.9)
PENN NATL GAMING  PN1 GR          5,251.7       (553.9)    (199.9)
PHILIP MORRIS IN  PM FP          36,851.0    (10,900.0)   1,141.0
PHILIP MORRIS IN  PM US          36,851.0    (10,900.0)   1,141.0
PHILIP MORRIS IN  4I1 QT         36,851.0    (10,900.0)   1,141.0
PHILIP MORRIS IN  PM1EUR EU      36,851.0    (10,900.0)   1,141.0
PHILIP MORRIS IN  PMI EB         36,851.0    (10,900.0)   1,141.0
PHILIP MORRIS IN  PM1CHF EU      36,851.0    (10,900.0)   1,141.0
PHILIP MORRIS IN  PMI SW         36,851.0    (10,900.0)   1,141.0
PHILIP MORRIS IN  4I1 TH         36,851.0    (10,900.0)   1,141.0
PHILIP MORRIS IN  PM1 TE         36,851.0    (10,900.0)   1,141.0
PHILIP MORRIS IN  4I1 GR         36,851.0    (10,900.0)   1,141.0
PHILIP MORRIS IN  PMI1 IX        36,851.0    (10,900.0)   1,141.0
PINNACLE ENTERTA  65P GR          4,101.2       (356.9)    (120.4)
PINNACLE ENTERTA  PNK US          4,101.2       (356.9)    (120.4)
PITNEY BOWES INC  PBIEUR EU       5,839.7       (101.2)      (6.0)
PITNEY BOWES INC  PBW TH          5,839.7       (101.2)      (6.0)
PITNEY BOWES INC  PBI US          5,839.7       (101.2)      (6.0)
PITNEY BOWES INC  PBW GR          5,839.7       (101.2)      (6.0)
PLY GEM HOLDINGS  PG6 GR          1,348.9         (2.9)     310.6
PLY GEM HOLDINGS  PGEM US         1,348.9         (2.9)     310.6
QUINTILES IMS HO  Q US            4,128.8        (81.9)   1,023.2
QUINTILES IMS HO  QTS GR          4,128.8        (81.9)   1,023.2
REATA PHARMACE-A  2R3 GR            101.8       (212.3)      39.8
REATA PHARMACE-A  RETA US           101.8       (212.3)      39.8
REATA PHARMACE-A  RETAEUR EU        101.8       (212.3)      39.8
REGAL ENTERTAI-A  RGC* MM         2,477.6       (861.5)     (89.0)
REGAL ENTERTAI-A  RGC US          2,477.6       (861.5)     (89.0)
REGAL ENTERTAI-A  RETA GR         2,477.6       (861.5)     (89.0)
RESOLUTE ENERGY   RENEUR EU         294.9       (339.1)     (16.8)
RESOLUTE ENERGY   REN US            294.9       (339.1)     (16.8)
RESOLUTE ENERGY   R21 GR            294.9       (339.1)     (16.8)
REVLON INC-A      REV US          3,113.7       (559.6)     457.4
REVLON INC-A      RVL1 GR         3,113.7       (559.6)     457.4
RYERSON HOLDING   RYI US          1,643.3        (33.2)     696.4
RYERSON HOLDING   7RY TH          1,643.3        (33.2)     696.4
RYERSON HOLDING   7RY GR          1,643.3        (33.2)     696.4
SALLY BEAUTY HOL  S7V GR          2,109.9       (289.0)     687.4
SALLY BEAUTY HOL  SBH US          2,109.9       (289.0)     687.4
SANCHEZ ENERGY C  13S TH          1,185.1       (761.1)     265.1
SANCHEZ ENERGY C  13S GR          1,185.1       (761.1)     265.1
SANCHEZ ENERGY C  SN* MM          1,185.1       (761.1)     265.1
SANCHEZ ENERGY C  SN US           1,185.1       (761.1)     265.1
SANDRIDGE ENERGY  SA2B TH         1,886.5     (2,675.5)     585.8
SANDRIDGE ENERGY  SD US           1,886.5     (2,675.5)     585.8
SANDRIDGE ENERGY  SA2B GR         1,886.5     (2,675.5)     585.8
SANDRIDGE ENERGY  SDEUR EU        1,886.5     (2,675.5)     585.8
SBA COMM CORP     SBACEUR EU      7,915.7     (1,669.1)     119.4
SBA COMM CORP     SBAC US         7,915.7     (1,669.1)     119.4
SBA COMM CORP     4SB GR          7,915.7     (1,669.1)     119.4
SBA COMM CORP     SBJ TH          7,915.7     (1,669.1)     119.4
SCIENTIFIC GAM-A  SGMS US         7,376.6     (1,750.0)     417.1
SCIENTIFIC GAM-A  TJW GR          7,376.6     (1,750.0)     417.1
SEARS HOLDINGS    SEE QT         10,865.0     (3,375.0)     236.0
SEARS HOLDINGS    SEE TH         10,865.0     (3,375.0)     236.0
SEARS HOLDINGS    SHLD US        10,865.0     (3,375.0)     236.0
SEARS HOLDINGS    SEE GR         10,865.0     (3,375.0)     236.0
SIGA TECH INC     SIGA US           162.8       (313.2)     (21.7)
SILVER SPRING NE  SSNI US           437.4        (21.3)      19.2
SILVER SPRING NE  9SI TH            437.4        (21.3)      19.2
SILVER SPRING NE  SSNIEUR EU        437.4        (21.3)      19.2
SILVER SPRING NE  9SI GR            437.4        (21.3)      19.2
SIRIUS XM CANADA  XSR CN            311.5       (125.2)    (154.9)
SIRIUS XM CANADA  SIICF US          311.5       (125.2)    (154.9)
SIRIUS XM HOLDIN  RDO GR          8,003.6       (792.0)  (2,026.0)
SIRIUS XM HOLDIN  SIRI US         8,003.6       (792.0)  (2,026.0)
SIRIUS XM HOLDIN  RDO TH          8,003.6       (792.0)  (2,026.0)
SIRIUS XM HOLDIN  RDO QT          8,003.6       (792.0)  (2,026.0)
SONIC CORP        SONC US           593.3       (118.2)      33.6
SONIC CORP        SONCEUR EU        593.3       (118.2)      33.6
SONIC CORP        SO4 GR            593.3       (118.2)      33.6
SUPERVALU INC     SJ1 GR          4,474.0       (253.0)    (747.0)
SUPERVALU INC     SJ1 QT          4,474.0       (253.0)    (747.0)
SUPERVALU INC     SJ1 TH          4,474.0       (253.0)    (747.0)
SUPERVALU INC     SVU US          4,474.0       (253.0)    (747.0)
SYNTEL INC        SYE GR          1,705.1       (220.7)      97.2
SYNTEL INC        SYNT US         1,705.1       (220.7)      97.2
TABULA RASA HEAL  TRHCEUR EU         73.9         (2.4)     (37.0)
TABULA RASA HEAL  43T GR             73.9         (2.4)     (37.0)
TABULA RASA HEAL  TRHC US            73.9         (2.4)     (37.0)
TAILORED BRANDS   TLRD* MM        2,175.1        (77.7)     726.2
TAILORED BRANDS   TLRD US         2,175.1        (77.7)     726.2
TAILORED BRANDS   WRMA GR         2,175.1        (77.7)     726.2
TAUBMAN CENTERS   TU8 GR          4,011.2        (44.8)       -
TAUBMAN CENTERS   TCO US          4,011.2        (44.8)       -
TRANSDIGM GROUP   T7D QT         10,726.3       (651.5)   2,178.1
TRANSDIGM GROUP   TDGCHF EU      10,726.3       (651.5)   2,178.1
TRANSDIGM GROUP   TDG SW         10,726.3       (651.5)   2,178.1
TRANSDIGM GROUP   T7D GR         10,726.3       (651.5)   2,178.1
TRANSDIGM GROUP   TDG US         10,726.3       (651.5)   2,178.1
TRANSDIGM GROUP   TDGEUR EU      10,726.3       (651.5)   2,178.1
ULTRA PETROLEUM   UPM GR          1,420.2     (2,895.9)     308.6
ULTRA PETROLEUM   UPLEUR EU       1,420.2     (2,895.9)     308.6
ULTRA PETROLEUM   UPLMQ US        1,420.2     (2,895.9)     308.6
UNISYS CORP       UISCHF EU       2,021.6     (1,647.4)      45.7
UNISYS CORP       USY1 GR         2,021.6     (1,647.4)      45.7
UNISYS CORP       UIS US          2,021.6     (1,647.4)      45.7
UNISYS CORP       UIS1 SW         2,021.6     (1,647.4)      45.7
UNISYS CORP       UISEUR EU       2,021.6     (1,647.4)      45.7
UNISYS CORP       USY1 TH         2,021.6     (1,647.4)      45.7
VALVOLINE INC     VVVEUR EU       1,865.0       (286.0)     266.0
VALVOLINE INC     0V4 GR          1,865.0       (286.0)     266.0
VALVOLINE INC     VVV US          1,865.0       (286.0)     266.0
VECTOR GROUP LTD  VGR GR          1,464.7       (198.6)     566.4
VECTOR GROUP LTD  VGR US          1,464.7       (198.6)     566.4
VECTOR GROUP LTD  VGR QT          1,464.7       (198.6)     566.4
VERISIGN INC      VRSN US         2,298.0     (1,169.2)     312.5
VERISIGN INC      VRS TH          2,298.0     (1,169.2)     312.5
VERISIGN INC      VRS GR          2,298.0     (1,169.2)     312.5
VERSUM MATER      VSM US          1,043.8       (103.4)     363.7
VERSUM MATER      2V1 TH          1,043.8       (103.4)     363.7
VERSUM MATER      VSMEUR EU       1,043.8       (103.4)     363.7
VERSUM MATER      2V1 GR          1,043.8       (103.4)     363.7
VIEWRAY INC       VRAY US            55.8        (33.5)       9.0
WEIGHT WATCHERS   WTW US          1,261.4     (1,228.3)     (98.6)
WEIGHT WATCHERS   WW6 TH          1,261.4     (1,228.3)     (98.6)
WEIGHT WATCHERS   WTWEUR EU       1,261.4     (1,228.3)     (98.6)
WEIGHT WATCHERS   WW6 GR          1,261.4     (1,228.3)     (98.6)
WEIGHT WATCHERS   WW6 QT          1,261.4     (1,228.3)     (98.6)
WEST CORP         WT2 GR          3,440.8       (441.8)     199.7
WEST CORP         WSTC US         3,440.8       (441.8)     199.7
WESTMORELAND COA  WME GR          1,719.7       (581.2)     (43.5)
WESTMORELAND COA  WLB US          1,719.7       (581.2)     (43.5)
WINGSTOP INC      EWG GR            112.3        (79.9)      (4.5)
WINGSTOP INC      WING US           112.3        (79.9)      (4.5)
WINMARK CORP      WINA US            43.5        (15.7)      13.5
WINMARK CORP      GBZ GR             43.5        (15.7)      13.5
WYNN RESORTS LTD  WYR TH         10,925.9        (64.4)     626.9
WYNN RESORTS LTD  WYNN US        10,925.9        (64.4)     626.9
WYNN RESORTS LTD  WYR GR         10,925.9        (64.4)     626.9
WYNN RESORTS LTD  WYNNCHF EU     10,925.9        (64.4)     626.9
WYNN RESORTS LTD  WYNN SW        10,925.9        (64.4)     626.9
WYNN RESORTS LTD  WYNN* MM       10,925.9        (64.4)     626.9
WYNN RESORTS LTD  WYR QT         10,925.9        (64.4)     626.9
YRC WORLDWIDE IN  YEL1 GR         1,870.6       (342.2)     290.1
YRC WORLDWIDE IN  YEL1 TH         1,870.6       (342.2)     290.1
YRC WORLDWIDE IN  YRCWEUR EU      1,870.6       (342.2)     290.1
YRC WORLDWIDE IN  YRCW US         1,870.6       (342.2)     290.1
YUM! BRANDS INC   YUM US         10,432.0     (1,830.0)   1,704.0
YUM! BRANDS INC   YUMCHF EU      10,432.0     (1,830.0)   1,704.0
YUM! BRANDS INC   YUM SW         10,432.0     (1,830.0)   1,704.0
YUM! BRANDS INC   TGR GR         10,432.0     (1,830.0)   1,704.0
YUM! BRANDS INC   YUMUSD SW      10,432.0     (1,830.0)   1,704.0
YUM! BRANDS INC   TGR TH         10,432.0     (1,830.0)   1,704.0
YUM! BRANDS INC   YUMEUR EU      10,432.0     (1,830.0)   1,704.0


                            *********

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
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                   *** End of Transmission ***