TCR_Public/170419.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Wednesday, April 19, 2017, Vol. 21, No. 108

                            Headlines

777 CLUB GROUP: Queens Property Up for Sale on May 12
A.J. & M.C. RAMOS: Selling Corpus Christi Property for $300K
ADVANCED PAIN: Can Continue Using Cash Collateral Until April 20
AFFINITY HEALTHCARE: Accounts Receivable Sale and Use of Cash OK'd
ARCONIC INC: Notifies Trustee of "Potential Change in Control"

ARIZONA ACADEMY: Disclosures OK'd; Plan Hearing on May 30
ARRIS GROUP: Moody's Affirms Ba3 Secured Debt Ratings
AURORA GAS: Unsecureds to be Paid in Full at 5% Under Plan
AXIOM HOLDINGS: Anthony Kam & Assoc. Raises Going Concern Doubt
B/E AEROSPACE: Moody's Withdraws Ba2 CFR on Debt Repayments

BARIA AND SONS: Hires Padgett Business Services as Accountant
BARSTOW MANAGEMENT: Can Use Lenders' Cash Collateral on Interim
BE MY GUEST: Taps Pick & Zabicki as Bankruptcy Counsel
BENZIE LEASING: Inks Stipulation for Cash Use for 120 Days
BIOSCRIP INC: Will Get Nil From Resale of 7.1M Common Shares

BIOSCRIP INC: Will Get Nothing From Resale of 3.3M Common Shares
BIOSTAGE INC: Files Post-Effective Amendment to Form S-1
BIOSTAR PHARMACEUTICALS: Sales Will be Primary Source of Funds
BOOZ ALLEN: Moody's Affirms Ba2 CFR & Rates Planned $350MM Notes B1
BOOZ ALLEN: S&P Affirms 'BB' CCR & Rates $350MM Unsec. Notes 'B+'

BOSS REAL ESTATE: AZ 3-16 Lenders Do Not Consent to Cash Use
CABLEVISION SYSTEMS: Fitch Affirms B+ Issuer Default Rating
CAMBER ENERGY: Director Quits for 'Personal' Reasons
CENTORBI LLC: Can Continue Using CAN Capital Cash Collateral
CHARLES BRELAND: Selling Osprey K's Baldwin Property for $150K

CHESAPEAKE ENERGY: Vanguard Reports 10.03% Stake as of March 31
CHF-DEKALB II: S&P Cuts Rating on 2011 Student Housing Bonds to BB-
CHIEFTAIN STEEL: Floyd Can Use Cash Collateral Until May 31
CIBER INC: Has Interim Approval for Cash Use, DIP Financing
CIBER INC: Proposes to Borrow $41 Million, Use Cash Collateral

CLAIRE'S STORES: Will File Annual Report by April 28
CLAYTON WILLIAMS: Plaintiffs Withdrew Injunction Motions
CLEARWATER SEAFOODS: Moody's Affirms B2 Corporate Family Rating
CLEARWATER SEAFOODS: S&P Assigns B+ CCR & Rates Secured Loans BB
COLISEUM TALLAHASSEE: Hires M. Lanier Suber as Accountant

COMSTOCK MINING: Enters Equity Purchase Agreement with Leviston
COMSTOCK RESOURCES: Carl Westcott Holds 6.06% Stake as of April 11
CROWN HOLDINGS: S&P Lowers Rating on $2.4BB Sr. Facility to 'BB+'
CUMBERLAND FARMS: Moody's Assigns B1 Corporate Family Rating
CYTORI THERAPEUTICS: Receives FDA Approval for RELIEF Trial

DEEP HARBOR FARM: Case Summary & Unsecured Creditor
DELIVER BUYER: Moody's Assigns B2 CFR on High Financial Leverage
DELIVER BUYER: S&P Assigns 'B' CCR; Outlook Stable
DISH NETWORK: S&P Affirms 'B+' CCR & Revises Outlook to Negative
DISH NETWORK: Spectrum Spending No Impact on Fitch BB- IDR

DOWLING COLLEGE: Sales Procedures for IP Addresses Approved
DR. LUIS A VINAS: Case Summary & 20 Largest Unsecured Creditors
E.W. SCRIPPS: S&P Assigns 'BB' Rating on New $400MM Unsec. Notes
ENERGY FUTURE: Texas Regulators Finalize "No" Vote on Oncor
ENZYME FORMULATIONS: 100% Recovery for Unsecureds Under Latest Plan

EXCO RESOURCES: Will Sell Texas Oil & Gas Properties for $300-Mil.
EXPERIMENTAL MACHINE: Court Extends Exclusivity to May 17
FANNIE MAE: Fitch Affirms 'C/RR6' Preferred Stock Rating
FENG LI: Not Entitled to $1.2M Fee He Took for Client in NY Case
FIELDPOINT PETROLEUM: Mike Herman Hikes Stake to 6.22%

FINJAN HOLDINGS: PTAB Issues Final Decision In Last of Seven IPRs
FOREVERGREEN WORLDWIDE: Will Need to Meet 'High' Quality Standard
FOUR CORNERS: Hires Goar Endriss & Walker as Accountant
FREESEAS INC: KCG Americas Holds 1.80% Stake as of March 31
FRESH MARKET: Moody's Lowers CFR to B3 on High Leverage

GASTAR EXPLORATION: Announces Monthly Dividend on Preferred Stock
GENERAL EXCAVATION: CCG Prohibits Use of Cash Collateral
GETCHELL AGENCY: Hires Perkins Olson as Special Counsel
GLOBAL BOATWORKS: Salberg & Company Raises Going Concern Doubt
GOD'S UNIVERSAL: Approval of Disclosure Statement Denied

GOING VENTURES: Has Final Approval to Use Cash Collateral
GREAT BASIN: Enters Exchange Agreements With Investors
GULFMARK OFFSHORE: Moody's Affirms Ca Corporate Family Rating
GYMBOREE CORP: Said to Prepare for Bankruptcy as Payment Looms
HALT MEDICAL: Acessa Buying All Assets for $150K

HALYARD HEALTH: $100MM Jury Award No Impact on Moody's Ba3 CFR
HARTFORD COURT: Can Use Hinsdale Bank Cash Collateral Thru June 8
HILLSIDE OFFICE: Hires Gramercy Real Estate as Realtor
HOUGHTON MIFFLIN: S&P Revises Outlook to Neg. & Affirms 'B' CCR
I-69 DEVELOPMENT: S&P Lowers Rating on 2014 $243.8MM PABs to 'BB-'

IMPAX LABORATORIES: Moody's Cuts CFR to B2 on Weakened Performance
INNOVATION VENTURES: S&P Affirms Then Withdraws 'B+' CCR
INTEGRITY APPLICATIONS: Fahn Kanne & Co. Raises Going Concern Doubt
INVENTURE FOODS: Moss Adams LLP Raises Going Concern Doubt
ITUS CORP: SEC Declares S-3 Registration Statement as Effective

KEMET CORP: BlackRock Inc Holds 4.6% Equity Stake as of March 31
KOPH INC: Cash Collateral Motion Mooted by Dismissal
LB VENTURES: Can Use Parker Cash Collateral
LEGACY RESERVES: Amends LP Agreement Ahead of May 16 Meet
LEHMAN BROTHERS: Federal Home Loan Bank Settles Suit for $70M

LITHO-TECH: Taps Turton Commercial Real Estate as Realtor
LM FUNDING: Maturing Debt Obligations Raise Going Concern Doubt
LP CLEANERS: Unsecured Creditors to Get 15% Under Amended Plan
MAXUS ENERGY: Exclusive Solicitation Period Extended Thru May 31
MCGRAW-HILL GLOBAL: Fitch Keeps B+ IDR on Watch Positive

MICHAEL PETERS: Sale of Templeton Property for $249K Approved
MIDWEST FARM: Has Final Nod to Use Bank Cash Collateral
MILLER MARINE: Allowed to Use Cash Collateral on Interim Basis
MOBILDEDIRECT INC: Amended Disclosures OK'd; Plan Hearing on May 5
MONUMENT SECURITY: Wants Cash Access Until End of 2017

MOSAIC MANAGEMENT: Unsecureds May Get Investment Trust Share
MYOS RENS TECH: WithumSmith+Brown PC Raises Going Concern Doubt
NAUTILUS POWER: Moody's Rates $650MM Secured Credit Facilities B1
NE ILLINOIS UNIVERSITY: Moody's Cuts Rating on 2010/2012 COPs to B1
NOVA CHEMICALS: Moody's Affirms Ba1 CFR on Williams Partners Deal

NOVATION COMPANIES: Disclosures Okayed, Plan Hearing on May 31
OIB LLC: Needs Cash Collateral to Fund Guayama Contract
OIB LLC: Wants to Use Scotiabank and National Guard Cash Collateral
OLIGARCH CAPITAL: Has Interim Authorization to Use Cash Collateral
ONE BLOW DRY: Case Summary & 7 Unsecured Creditors

OUTER HARBOR: Panel Wants Probe on $25MM in Prepetition Transfers
OVERTON & OGBURN: Can Continue Using Cash Collateral Until July 31
PANDA TEMPLE: Case Summary & 30 Largest Unsecured Creditors
PAROLE BESTGATE: Wants to Use Elizon DB Cash Collateral
PAWN AMERICA: Wants to Use TBK Bank Cash Collateral

PHILADELPHIA ENTERTAINMENT: $50M Casino Fee Ruling Affirmed
PIONEER ROOFING: Has Until June 5 to Use H&B Cash Collateral
PRINCE INTERNATIONAL: S&P Affirms 'B-' CCR; Outlook Stable
PUPI'S MANAGEMENT: Unsecured Creditors to Get $572 Under Plan
PURPLE HOUSE: Case Summary & Unsecured Creditor

RANCHO REAL: Disclosures Okayed, Plan Hearing on May 18
RECOM INC: Can Use First Home Bank Cash Collateral Until May 10
RENNOVA HEALTH: Discusses Financial Results for 2016
RIDGEVILLE PLAZA: Can Continue Using Cash Collateral Until April 24
ROCKY MOUNTAIN: Lily Li Holds 61.16% Equity Stake as of Feb. 28

ROYALE ENERGY: SingerLewak LLP Raises Going Concern Doubt
RUPARI HOLDING: Wants Approval on Consensual Cash Collateral Use
SANDHILL ENTERPRISES: Can Use Wauchula State Bank Cash Collateral
SEANERGY MARITIME: Two Deals Hike Pro-Forma Equity by 62%
SEQUA CORP: S&P Affirms 'B-' Rating on New 1st Lien Credit Facility

SHIROKIA DEVELOPMENT: Disclosure Statement Hearing Set for May 25
SOCIAL REALITY: RBSM LLP Raises Going Concern Doubt
STEVE'S FROZEN: Can Use BFG Cash Collateral Until May 8
STRONGHOLD ASSET: Soliman Buying Tarzana Property for $2.2M
SUNEDISON INC: Asks for Court OK to Obtain $640M Replacement Loan

SUNEDISON INC: Can't Use Ch 11 to Probe 2014 Pact, Investors Say
SUNEDISON INC: Secured Lenders Fight Fraud Allegations
SUNIVA INC: Case Summary & 30 Largest Unsecured Creditors
TANNER COMPANIES: Has Final OK to Use Cash Collateral Until June 16
THRU INC: Dropbox Claim Pegged at $2.29-Mil. for Plan Purposes

TIERPOINT LLC: Fitch Assigns First-Time 'B+' Issuer Default Rating
TIERPOINT LLC: Moody's Affirms B3 CFR & Rates $875MM Sec. Loans B2
TIERPOINT LLC: S&P Assigns 'B+' Rating on Proposed $875MM Loans
TILGHMAN ISLAND INN: Case Summary & Unsecured Creditor
TRANSGENOMIC INC: Reports $8 Million Net Loss for 2016

TWH LIMITED: Selling Spring Properties for $2.3M
TWIN OAKS: Can Use Cash Collateral from Apartment Rents
UPLIFT RX: Wants to Use Zions Cash Collateral
V & V SUPERMARKETS: Has Final Nod to Use Cash Collateral
VAUGHAN FITNESS: Taps Ballstaedt Law Firm as Attorney

VENOCO LLC: Case Summary & 20 Largest Unsecured Creditors
VITARGO GLOBAL: Has Until April 26 to Use Cash Collateral
WASH MULTIFAMILY: S&P Affirms 'B' CCR; Outlook Stable
WILDWOOD CREST: Court Denies Use of Cash Collateral
WISE HEALTH: Fitch Affirms BB+ Rating on 2014A Revenue Bonds

[*] Individuals Account for 25%+ of Ch. 11 Filings, ABI Says
[*] Moody's: 6 Illinois Public Universities on Review for Downgrade
[*] Q1 Bankruptcy Filings Down Slighty from 2016, ABI Says

                            *********

777 CLUB GROUP: Queens Property Up for Sale on May 12
-----------------------------------------------------
Steven Denkberg, Esq. -- the Referee duly appointed in the case
entitled, NYCTL 1998-2 Trust and The Bank of New York Mellon as
Collateral Agent and Custodian for the NYCTL 1998-2 Trust v. 777
Club Group LLC, et al., bearing Index No. 5093-13 before the
Supreme Court of the State of New York, County of Queens, IAS Part
10, on or about March 2, 2017 -- will hold a public auction of the
assets of 777 Club Group on May 12, 2017, at 10:00 a.m.

The public auction will be held in Courtroom 25 of the Queens
County Supreme Court located at 88-11 Sutphin Blvd., Jamaica, New
York 11435.

The asset to be sold consists of the liened premises designated as
Block 13733, Lot 33 in the City of New York, County and Borough of
Queens, State of New York and known as 148th Road, Queens, New
York.

According to a Judgment of Foreclosure and Sale entered by the
Court, the approximate amount of the judgment is $4,297.41 plus
interest and other charges.  The property is being sold subject to
the terms and conditions stated in the judgment, any prior
encumbrances and the terms of sale which shall be available at the
time of sale.

The Referee may be reached at:

         Steven Denkberg, Esq.
         Referee
         200 Garden City Plaza, Suite 402
         Garden City, New York 11530-3340
         Tel: (516) 240-1753

BoNY Mellon is represented in the case by:

         DAVID P. STICH, ESQ.
         521 Fifth Avenue, 17th Floor
         New York, New York 10175
         Tel: (646) 554-4421


A.J. & M.C. RAMOS: Selling Corpus Christi Property for $300K
------------------------------------------------------------
A.J. & M.C. Ramos Partners, Ltd., asks the U.S. Bankruptcy Court
for the Southern District of Texas to authorize the sale of real
property located 1621 and 1617 South Brownlee, Corpus Christi,
Texas, described as 1621 South Brownlee, Fitchue Place Block 1103,
Lot 17-26 and 1617 South Brownlee, Texas, to Brainstorm Childcare &
Learning Center of Texas, LLC for $300,000.

Objections, if any, must be filed within 20 days of the date of
service.

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

      http://bankrupt.com/misc/AJ_&_MC_Ramos_71_Sales.pdf

The Debtor proposes to sell the Property free and clear of all
liens with funds generated to provide for payment to taxing
authorities and American Bank, N.A.  It appears there are various
other liens against the property and it is requested the funds be
escrowed in a trust by the title company pending resolution of the
liens as may be shown before any funds are disbursed and the Court
enters any order for paying other liens.

The Property has been listed in accordance with prior orders in the
case setting listing price and this is the best offer received.
The amount appears to reflect a reasonable market value for the
property.

The Debtor respectfully asks an expedited hearing be held in
connection with the Motion to sell the Property.  The Debtor
further asks that the administrative expenses for filing the Motion
be approved by the Court to be paid as part of closing costs.

The Purchaser can be reached at:

          Mathew Alexander, Principal
          BRAINSTORM CHILDCARE & LEARNING
          CENTER OF TEXAS, LLC
          1227 Third Street
          Corpus Christi, TX 78404
          Telephone: (361) 232-8997
          E-mail: mathewa_12@yahoo.com

                    About A.J. & M.C. Ramos

A.J. & M.C. Ramos Partners, LTD., sought protection under Chapter
11
of the Bankruptcy Code (Bankr. S.D. Tex. Case No. 15-20467) on
Nov. 30, 2015.  The case is assigned to Judge David R. Jones.


ADVANCED PAIN: Can Continue Using Cash Collateral Until April 20
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Kentucky has
issued a second interim order, authorizing Advanced Pain Management
Services, LLC, to continue to use cash collateral through April 20,
2017.

SunTrust Bank will have, as adequate protection for its claims of
security for the use of the accounts receivable as cash collateral
of the Debtor, a security interest in the following:

     (a) A continued security interest in and to all prepetition
accounts receivable of the Debtor.

     (b) A security interest in and to all postpetition accounts
receivable of the Debtor, including the proceeds thereof.

     (c) A security interest in the inventory of the Debtor,
together with the proceeds thereof.

     (d) A security interest in the proceeds of the sale of certain
vehicles, which proceeds will be paid to SunTrust Bank upon
receipt.

A full-text copy of the Second Interim Order, dated April 10, 2017,
is available at https://is.gd/sW3fp8

             About Advanced Pain Management Services

Advanced Pain Management Services, LLC --
http://www.americanspinemd.com/-- is a small business debtor as
defined in 11 U.S.C. Section 101(51D) engaged in the health care
business.  The Company collected gross revenue for $9.97 million in
2016 and gross revenue of $10.65 million in 2015.

Advanced Pain Management filed a Chapter 11 petition (Bankr. W.D.
Ky. Case No. 17-30863), on March 16, 2017.  The petition was signed
by Khalid Kahloon, CEO and general counsel. At the time of filing,
the Debtor disclosed $1.84 million in total assets and $2.50
million in total liabilities.

The case is assigned to Judge Thomas H. Fulton.  

The Debtor is represented by James Edwin McGhee, III, Esq. at
Kaplan & Partners LLP.

No trustee, examiner or statutory creditors' committee has been
appointed in the Debtor's Chapter 11 case.


AFFINITY HEALTHCARE: Accounts Receivable Sale and Use of Cash OK'd
------------------------------------------------------------------
Judge Julie A. Manning of the U.S. Bankruptcy Court for the
District of Connecticut authorized Affinity Health Care Management,
Inc., Health Care Investors, Inc. doing business as Alexandria
Manor, Health Care Alliance, Inc. doing business as Blair Manor,
Health Care Assurance, LLC doing business as Douglas Manor, and
Health Care Reliance, LLC doing business as Ellis Manor, to obtain
funding from Revenue Managements Solutions, LLC ("RMS") through and
including May 13, 2017 under terms of the Purchase Agreement, the
other Funding Documents, and the Interim Order, by selling Accounts
to RMS and receiving in exchange Initial Installments, Subsequent
Installments and other payments and other financial accommodations
from RMS on the terms and conditions set forth in the Purchase
Agreement and other Funding Documents and the Order.

Health Care Investors, Health Care Alliance, Health Care Assurance,
and Health Care Reliance ("Providers") affirm and undertake and
will continue to perform all of their respective obligations under
that certain the Purchase Agreement and the other Funding
Documents, each of which is approved in all respects.

The Providers may sell and RMS may purchase Post-Petition Purchased
Accounts and associated Post-Petition Conveyed Property, on the
terms and conditions of the Purchase Agreement and the other
Funding Documents, and RMS may exercise its rights under the
Funding Documents, subject to the terms of the Order and of such
documents.  

The sale of the Post-Petition Purchased Accounts and the related
Post-Petition Conveyed Property to RMS under the Interim Order is
free and clear of liens, claims, interests and encumbrances; and
RMS will receive and is granted a first-priority security interest
in the Post-Petition Purchased Accounts and in the proceeds thereof
of to secure all of its right, title and interest in the
Post-Petition Purchased Accounts and the related Post-Petition
Conveyed Property in the proceeds thereof.

The Providers are authorized to incur Obligations and to receive
other financial accommodations from RMS under the Funding
Documents, and the Lead Debtor is authorized and directed to
reaffirm, guarantee and undertake certain other obligations and
indebtedness on the terms and conditions set forth in the Lead
Debtor Guaranty.

The Providers may use the DIP Collateral only on the terms and
subject to the conditions set forth in this Interim Order and the
Funding Documents.

As a condition to RMS' continued funding and agreement for the use
Cash Collateral and other Prepetition Collateral, the Individual
Guarantors have consented and agreed to the entry of the Interim
Order relating to the Post-Petition Funding Facility.

The Providers are authorized to and will make all payments and
transfers of property to RMS or for the benefit of RMS which are
contemplated by the Interim Order or may be provided, permitted or
required under the Funding Documents.

The Providers and RMS are authorized to maintain and/or establish
and operate the Lock Box Accounts required by the Purchase
Agreement and the other Funding Documents for the collection of the
Provider's Government Receivables and Non-Government Receivables in
accordance with the terms and conditions of the Purchase Agreement
and the other Funding Documents; and the Providers are authorized
and directed to execute, deliver and perform under any and all Lock
Box Agreements governing such Lock Box Accounts.  The Governmental
Lockbox Accounts for the Government Receivables will be in the name
and sole control of the Providers, alone, without limitation of the
contractual covenants of the Providers to RMS under the Purchase
Agreement.

As collateral security for the full and timely performance of the
Obligations of the Providers to RMS under the Purchase Agreement
and the other Funding Documents, RMS is hereby indefeasibly
granted:

           a. A valid, enforceable, binding and duly perfected
continuing first-priority security interest in and to and a first
lien upon ("DIP Liens") the Non-Purchased Accounts and the credit
balances, and all of the Providers' other rights, property and
assets, real, personal, tangible and intangible not sold to RMS
under the Purchase Agreement, whether now owned or hereafter
acquired or arising, and all proceeds and products thereof ("DIP
Collateral"), subject only to the Carve-Out.

          b. A super-priority administrative expense claim with
priority over any and all administrative expenses, whether
heretofore or hereafter incurred, specified in any other section of
the Bankruptcy Code ("DIP Super-Priority Claim"), subject only to
the Carve-Out.

          c. Prior to any Event of Default under the Purchase
Agreement, the Providers may pay professionals court-approved
compensation and expense reimbursements in the ordinary course and
any procedures order from the Court, but only pursuant to
pre-approved budgets approved by RMS in writing, at its sole and
absolute discretion, and only out of Cash Collateral and out of
funding proceeds paid by RMS to the Providers.

Subject only to the Carve-Out, the liens and security interests
granted to RMS on the Collateral to secure any Obligations due by
the Provider to RMS under the Funding Documents will be of
first-priority and senior to, and will not be subordinated or made
equal to, any lien, security interest, mortgage or other interest
in favor of any party by any order of the Court or otherwise.

From and after the Petition Date, the Debtors will use funding
received pursuant to the Post-Petition Funding Facility only for
the purposes specifically set forth in the Interim Order and the
Funding Documents.  Notwithstanding any first-day orders entered
authorizing the Debtors to pay any prepetition or other expenses,
all such payments will be made in accordance with the Budget.

The Budget contemplates these total weekly receipts and
disbursements for the period beginning April 15, 2017 through May
13, 2017:

                         Week Of    Total Receipts   Total
Disbursements
                         -------    --------------  
-------------------
      Lead Debtor       4/15/2017     $626,750            $689,827
                        4/22/2017     $622,250            $656,180
                        4/29/2017     $810,250            $806,221
                        5/6/2017      $569,250            $469,406
                        5/13/2017     $663,250            $687,460

      Blair Manor       4/15/2017     $213,250            $213,761
                        4/22/2017     $229,750            $252,093
                        4/29/2017     $139,750            $145,304
                        5/6/2017      $176,750            $152,864
                        5/13/2017     $219,750            $208,519

      Douglas Manor     4/15/2017     $203,250            $252,896
                        4/22/2017     $193,250            $203,967
                        4/29/2017     $170,250            $149,467
                        5/6/2017      $200,250            $152,967
                        5/13/2017     $224,250            $254,084

     Alexandria Manor   4/15/2017     $210,250            $223,170
                        4/22/2017     $199,250            $200,120
                        4/29/2017     $142,250            $153,450
                        5/6/2017      $192,250            $163,575
                        5/13/2017     $219,250            $224,857

The Debtors are authorized to use Cash Collateral until the
Termination Date; provided, however, that during the 7 calendar
days after the Termination Date, the Debtors may use Cash
Collateral in accordance with the terms and provisions of the
Budget solely to meet payroll and to pay expenses critical to the
preservation of the Debtors and their estates.

As adequate protection of the interests of RMS in the Prepetition
Collateral against any Diminution in Value of such interests in the
Prepetition Collateral, the Debtors grant to RMS continuing valid,
binding, enforceable, non-avoidable and automatically perfected
post-petition security interests in and liens on the DIP Collateral
("Prepetition Funding Facility Adequate Protection Liens"). The
Prepetition Funding Facility Adequate Protection Liens will be
junior in payment and priority only to the: (i) Carve Out; (ii) DIP
Liens; and (iii) Permitted Prior Liens.  The Prepetition Funding
Facility Adequate Protection Liens will otherwise be senior to all
other security interests in, liens on, or claims against any of the
DIP Collateral.

As adequate protection of the interests of State of Connecticut
Department of Labor ("DOL") in the Prepetition Collateral against
any Diminution in Value of such interests in the Prepetition
Collateral, the Debtors grant to the DOL continuing, valid,
binding, enforceable, non-avoidable and automatically perfected
post-petition security interests in and liens on the DIP Collateral
("Adequate Protection Liens").  The DOL Adequate Protection Liens
will be junior in payment and priority only to the: (i) Carve Out;
(ii) DIP Liens; (iii) Prepetition Liens; (iv) Prepetition Funding
Facility Adequate Protection Liens; and (v) Permitted Prior Liens.
The DOL Adequate Protection Liens will be senior to all other
security interests in, liens on, or claims against any of the DIP
Collateral.

As further adequate protection of the interests of RMS in the
Prepetition Collateral against any Diminution in Value of such
interests in the Prepetition Collateral, RMS is granted an allowed
super-priority administrative expense claim in each of the Cases
and any Successor Cases.  The Prepetition Facility Super-Priority
Claims will be junior in payment and priority only to the Carve-Out
and DIP Super-Priority Claims.

As further adequate protection to RMS, to the extent any
Prepetition Obligations remain outstanding, the Debtors are
authorized and directed to provide adequate protection to RMS in
the form of: (i) payments of fees and other amounts due under the
Funding Documents; (ii) ongoing payment of RMS' reasonable legal
and other professionals' fees and expenses; and (iii) delivery to
RMS of all proceeds of the Prepetition Purchased Accounts and other
Prepetition Conveyed Property in accordance with the terms and
conditions of the Purchase Agreement and the other Funding
Documents.

The Carve Out will encompass the following expenses: (i) allowed
fees and reimbursement for disbursements of professionals retained
by the Debtors in an aggregate amount for all such Professional
Fees not to exceed $540,000; (ii) allowed fees and reimbursement
for disbursements of professionals retained by the Statutory
Committee in an aggregate amount of all such Committee's
Professional Fees not to exceed $270,000; (iii) quarterly fees plus
interest accrued, and any fees payable to the clerk of the
Bankruptcy Court; and (iv) amounts due and owing to the Debtors'
non-insider employees for post-petition wages.  The Carve Out
Amount will be funded, in part, by the Debtors with the proceeds of
the Post-Petition Funding Facility on a weekly basis in an amount
not less than $15,000 per week, and segregated in an interest
bearing deposit account held in escrow, two-thirds for the benefit
of the Debtors' professionals and one-third for the benefit of the
Statutory Committee's professionals.  An additional $3,750 will be
funded on a weekly basis and remitted directly to the United States
Trustee for payment of the Chapter 11 Quarterly Fees.  The
Carve-Out amounts specifically allocated for the Debtors'
Professional Fees and the Committee's Professional Fees will be
reduced for each dollar for dollar by the aggregate amount of the
Debtors' Professional Fees and Committee's Professional Fees
respectively, actually paid by the Debtors and their estates during
the pendency of the Cases, respectively.

The Providers will be permitted to pay (i) administrative expenses
of the kind specified in Section 503(b) of the Bankruptcy Code
incurred in the ordinary course of business; (ii) compensation and
reimbursement of expenses of professionals allowed and payable
under Sections 330 and 331 of the Bankruptcy Code, and (iii) any
other pre-filing or post-filing expenses of the Providers including
for adequate protection, all of which are approved by Order of the
Court and consented to in writing by RMS, as reflected in RMS'
approval of the Providers' budgets, from time to time.

The automatic stay of Section 362 of the Bankruptcy Code is vacated
and modified, and the 14-day period of Fed. R. Bank. P. 4001(a)(3)
waived, insofar as necessary, and the stay is lifted in favor of
RMS.

As an inducement to RMS' consent to the Interim Order and to
provide the Post-Petition Funding Facility, and State of
Connecticut Department of Social Services ("DSS")' and State of
Connecticut Department of Revenue Services ("DRS")' consent to the
Interim Order: (i) the Providers will pay DRS $50,000 per month on
or before the 15th day of each month commencing in February 2016,
and continue during the pendency of the Cases under Chapter 11 of
the Bankruptcy Code, by check made payable to the Commissioner of
Revenue Services; (ii) in addition, the Providers will pay DRS the
monies the Providers receive on or after the date of this Order
from DSS as a result of the increased closed down rate for Health
Care Investors in partial satisfaction of unpaid postpetition
provider taxes by check made payable to the Commissioner of Revenue
Services; and (iii) if and when there is a shortfall in provider
taxes due DRS accrued after the Petition Date, amounts otherwise
due and payable to the Providers by DSS may be recouped or set-off
against, but in an aggregate amount not to exceed $10,000 per
month.

The 14-day stay provided by Fed. R. Bankr. P. 6004(h) is not
applicable, so that the parties may immediately comply with the
Order, and the Order will be deemed effective and enforceable
immediately.

A hearing to consider the entry of a further Interim Order on the
same terms and conditions as the Interim Order is scheduled for May
10, 2017 at 10:00 a.m. (ET).  Objections, if any, must be filed no
later than on May 5, 2017 at 4:00 p.m. (ET).

A full-text copy of the 17th Interim Order is available for free
at:

       
http://bankrupt.com/misc/ctb16-30043_689_Cash_Affinity_Healthcare.pdf

               About Affinity Healthcare Management

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

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

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

On Jan. 25, 2016, the U.S. Trustee appointed an official committee
of unsecured creditors in the  Chapter 11 cases pursuant to
Section
1102 of the Bankruptcy Code.


ARCONIC INC: Notifies Trustee of "Potential Change in Control"
--------------------------------------------------------------
Arconic Inc. disclosed in a Form 8-K filed with the Securities and
Exchange Commission that on April 12, 2017, it delivered notice to
a trustee under a 1993 trust agreement that a "potential change in
control" has occurred.  

Arconic maintains a grantor trust relating to certain of the
Company's non-qualified deferred compensation and retirement
benefit plans.  The trust was established pursuant to a trust
agreement entered into by the Company in 1993, which was amended
and restated in 2007.

The terms of the Trust Agreement provide for funding of the trust
by the Company in connection with a "change in control" under
certain circumstances.  The estimated aggregate amount of the
required funding based upon the liabilities of the related plans is
approximately $500 million.  While the assets of the trust would
remain Company assets, following a change in control they would be
available solely for purposes of paying benefits under the plans,
other than in the case of the Company's insolvency.

As previously disclosed, Elliott Management Corporation is
conducting a proxy solicitation to elect four new directors to
replace four of the present directors of the Company.  No
determination has been made at this time as to whether there will
be a change of control.

                     About Arconic Inc.

Arconic Inc., formerly Alcoa Inc., is engaged in lightweight metals
engineering and manufacturing.

Arconic reported a net loss of $941 million for the year ended Dec.
31, 2016, following a net loss of $322 million for the year ended
Dec. 31, 2015.  

As of Dec. 31, 2016, Arconic had $20.03 billion in total assets,
$14.89 billion in total liabilities and $5.14 billion in total
equity.

"For the 2016 annual period, Arconic adopted changes issued by the
FASB related to the evaluation of an entity's ability to continue
as a going concern.  Previously, under GAAP, continuation of a
reporting entity as a going concern was presumed as the basis for
preparing financial statements unless and until the entity's
liquidation becomes imminent.  Even if an entity's liquidation was
not imminent, there may have been conditions or events that raised
substantial doubt about the entity's ability to continue as a going
concern," as disclosed in the Company's Form 10-K report for the
year ended Dec. 31, 2016.


ARIZONA ACADEMY: Disclosures OK'd; Plan Hearing on May 30
---------------------------------------------------------
The Hon. Scott H. Gan of the U.S. Bankruptcy Court for the District
of Arizona has approved Arizona Academy of Science and Technology,
Inc.'s second amended disclosure statement referring to the
Debtor's plan of reorganization.

The initial hearing to consider the confirmation of the Plan will
be held on May 30, 2017, at 1:30 p.m.  Objections to the
confirmation of the Plan must be filed by May 22, 2017.

The last day for filing with the Court written acceptance or
rejections of the Plan is May 22, 2017.

         About Arizona Academy of Science and Technology

Arizona Academy of Science and Technology, Inc., filed a Chapter 11
bankruptcy petition (Bankr. D.Ariz. Case No. 16-09573) on Aug. 18,
2016.  The Hon. Scott H. Gan presides over the case.  Davis Miles
McGuire Gardner, PLLC, represents the Debtor as counsel.

In its petition, the Debtor estimated $0 to $50,000 in assets and
$1 million to $10 million in liabilities.  The petition was signed
by Grant Creech, director.

Ilene J. Lashinsky, the U.S. Trustee for District of Arizona,
appointed on Sept. 20 three creditors of Arizona Academy of Science
and Technology, Inc., to serve on the official committee of
unsecured creditors.


ARRIS GROUP: Moody's Affirms Ba3 Secured Debt Ratings
-----------------------------------------------------
Moody's Investors Service affirmed ARRIS's Ba3 secured debt ratings
and revised its ratings outlook to positive from stable. Moody's
also assigned a Ba3 Corporate Family Rating (CFR) to ARRIS
International plc (parent of ARRIS Group) and withdrew the Ba3 CFR
at ARRIS Group, Inc. The positive outlook reflects the progress the
company has made in integrating the Pace plc acquisition,
expectations for improving leverage and cash flow generation, and
solid growth prospects for the network, gateway and Ruckus product
lines which should offset some of the expected declines in the set
top box business.

RATINGS RATIONALE

Leverage is expected to trend to well under 3x over the next 12 to
18 months as restructuring, transaction and integration costs from
the Pace acquisition are largely behind the company. Though there
will be some additional costs related to the pending Ruckus/ICX
acquisition, Ruckus/ICX is being acquired with cash on hand and the
transaction will effectively be de-levering. Actual leverage is
3.8x as of December 2016 but 2.8x excluding the one-time expenses
associated with the Pace acquisition. The Pace acquisition closed
on January 4, 2016.

Although 2016 revenues of $6.8 billion were substantial and likely
the largest in the cable equipment industry, they were well below
the combined pre-acquisition revenues of the Pace and ARRIS
businesses. Though revenues were down, ARRIS was able to take out a
significant amount of costs from the combined companies. The
decline in revenues was primarily in the customer premise equipment
(CPE) segment and driven by a combination of pricing pressure, F/X
headwinds, cable industry consolidation, shifting architectures,
reluctance by customers to concentrate business with one supplier
and typical "lumpiness" in industry spending patterns. Though
Moody's expected some decline in CPE revenues, the magnitude was
much larger than expected. Nonetheless the higher margin network
equipment and cloud segment grew solidly during this period.

The Ba3 corporate family rating reflects ARRIS's significant scale,
leading market position, strong cash flow generating capability and
solid capital structure. Though there are long term threats to
ARRIS's set-top box business, the cable and telco industries are
expected to continue to spend heavily on upgrading customer
equipment (i.e. Wi-Fi access routers and gateways), headend and
related network equipment, and software to accommodate increasing
bandwidth demands, new products and a migration to IP based
platforms. ARRIS's (and predecessors, Motorola Home's and Pace's)
long term relationships with the cable and telco video providers
and expertise in developing products integrated with the providers'
networks and business models are also key ratings considerations
and should ensure the company remains an important player in the
equipment industry. These relationships are critical as the video
and data delivery architectures shift to IP based systems and new
non-traditional players attempt to enter the home equipment and
services business. The ratings are tempered by the evolving
architectures of the cable equipment industry, volatile spending
patterns, threats from new entrants as well as ARRIS's acquisition
appetite, which can temporarily increase leverage. Leverage levels
are expected to trend below 3x over the next 12-18 months (pro
forma for the Ruckus acquisition).

If ARRIS is able to stabilize revenues and maintain leverage around
3x or below, the ratings could be upgraded. If revenues and EBITDA
decline significantly and leverage is expected to remain above 4x,
the ratings could be downgraded.

Liquidity is very good as reflected in the SGL-1 speculative grade
liquidity rating. Liquidity is supported by cash on hand ($1.1
billion as of December 31, 2016), a $500 million revolver due 2020
($498 million available as of December 31, 2016) and expectations
of over $600 million of free cash flow. The $800 million Ruckus/ICX
acquisition is expected to close in mid to late summer 2017 and
will be funded with cash.

The following ratings were affected:

Assignments:

Issuer: ARRIS International plc

-- Corporate Family Rating, Assigned Ba3

-- Probability of Default Rating, Assigned Ba3-PD

-- Speculative Grade Liquidity Rating, Assigned SGL-1

Outlook Actions:

Issuer: ARRIS Group, Inc.

-- Outlook, Changed To Positive From Stable

Issuer: ARRIS International plc

-- Outlook, Changed To Positive From Stable

Affirmations:

Issuer: ARRIS Group, Inc.

-- Senior Secured Bank Credit Facility, Affirmed Ba3 (LGD 3)

Issuer: ARRIS International plc

-- Senior Secured Bank Credit Facility, Affirmed Ba3 (LGD 3)

Withdrawals:

Issuer: ARRIS Group, Inc.

-- Corporate Family Rating, Withdrawn, previously rated Ba3

-- Probability of Default Rating, Withdrawn, previously rated
    Ba3-PD

-- Speculative Grade Liquidity Rating, Withdrawn, previously rated
SGL-1

ARRIS Group, Inc., a subsidiary of ARRIS International plc, is one
of the largest providers of equipment to the broad cable television
industry. ARRIS International plc had revenues of $6.8 billion in
2016.

The principal methodology used in these ratings was Diversified
Technology Rating Methodology published in December 2015.



AURORA GAS: Unsecureds to be Paid in Full at 5% Under Plan
----------------------------------------------------------
Aurora Gas, LLC, filed with the U.S. Bankruptcy Court for the
District of Alaska a disclosure statement describing its plan of
reorganization, dated April 7, 2017.

The Plan provides for liquidation of the Debtor's assets in order
to pay administrative, priority and general unsecured creditors to
the extent possible. The liquidation will be conducted by current
management over a period of time commencing on the effective date
of the Plan and terminating Oct. 31, 2017. All asset sales, net of
sales expenses and current operating expenses of the Debtor will be
deposited in a separate bank account, from which claims will be
paid in the following order: administrative claims,  priority
unsecured claims, and general unsecured claims.  

Class 1 under the plan consists of the general unsecured creditors.
Class 1 unsecured claims will receive payments on a schedule agreed
to by the Debtor and the Unsecured Creditors' Committee with the
goal of completing all distributions by Dec. 31, 2017.  Payments on
unsecured claims will be made until the earlier of (a) all
Liquidation Proceed have been distributed, or (b) all allowed
unsecured claims have been paid in full with interest at 5% per
annum from May 3, 2016.  

The total amount of unsecured creditor claims will be approximately
$1.6 million. The amount of unsecured claims could change if plug
and abandonment claims are asserted following the termination of
any mineral leases the Debtor is not able to sell during the
Liquidation Period.

Payments and distributions under the Plan will be funded from cash,
ongoing revenue, and the sales proceeds of Debtor's assets.

The Disclosure Statement is available at:

        http://bankrupt.com/misc/akb16-00130-176.pdf

The Debtor is represented by:

     David H. Bundy, Esq.
     DAVID H. BUNDY, P.C.
     310 K Street Suite 200
     Anchorage, AK 99501
     (907) 248-8431

                     About Aurora Gas

Sugarland, Texas-based Aurora Gas LLC owns and operates
gas-producing properties in Alaska and also engages in the
exploration and development of gas properties.

Erik LeRoy, Esq., at Erik Leroy P.C., on behalf of Aurora Well
Service, LLC, Shirleyville Enterprises, LLC, and Tanks A Lot,
Inc.,
filed an involuntary Chapter 11 bankruptcy petition against the
Debtor (Bankr. D. Alaska Case No. 16-00130) on May 3, 2016.


AXIOM HOLDINGS: Anthony Kam & Assoc. Raises Going Concern Doubt
---------------------------------------------------------------
Axiom Holdings, Inc., filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K, disclosing a net loss of
$1.02 million on $2.23 million of revenues for the year ended
December 31, 2016, compared to a net loss of $506,980 on $1.99
million of revenues for the year ended December 31, 2015.

Anthony Kam & Associates Limited in Hong Kong, China, notes that
the Company has an obligation of guarantee to pay off its revenue
of total of $1,364,620, an accumulated deficit of $2,882,019 as of
December 31, 2016, and a net loss of $1,019,111 and net cash used
in operations of $6,202,033 for the year ended December 31, 2016.
These factors raise substantial doubt about the Company's ability
to continue as a going concern.

The Company's balance sheet at December 31, 2016, showed total
assets of $81.55 million, total liabilities of $72.35 million, and
a stockholders' equity of $9.20 million.

A full-text copy of the Company's Form 10-K is available at:
                
                   https://is.gd/FLuSKu

Based in Kowloon, Hong Kong, Axiom Holdings, Inc., is a shell
company.  The Company through its subsidiary, Quality Resort
Hotels, Inc. (QRH), is engaged in marketing discount vacation
packages to sought-after resort destinations throughout North
America.  The Company, through QRH, operates as a vacations company
that books online travel.  It is seeking business opportunities
with established business entities for merger with or acquisition
of a target business.


B/E AEROSPACE: Moody's Withdraws Ba2 CFR on Debt Repayments
-----------------------------------------------------------
Moody's Investors Service has withdrawn all of its ratings on B/E
Aerospace, Inc., after Rockwell Collins, Inc., completed its
acquisition of the company and subsequently repaid all of B/E
Aerospace outstanding indebtedness.

Issuer: B/E Aerospace, Inc.

Ratings Withdrawn:

Corporate Family Rating, Ba2

Speculative Grade Liquidity Rating, SGL-1

Probability of Default Rating, Ba2-PD

$600 million senior secured revolving credit facility due 2019, Ba2
(LGD-3)

$2,200 million senior secured term loan due 2021, Ba2 (LGD-3)

Stable Outlook withdrawn

RATINGS RATIONALE

Moody's has withdrawn the ratings due to the obligation being
repaid.

B/E Aerospace, Inc. is a leading manufacturer of commercial and
general aviation cabin interior products for commercial aircraft
and business jets. B/E Aerospace's products include aircraft seats,
equipment for food and beverage preparation and storage, modular
lavatories, oxygen delivery systems, and a range of business jet
and general aviation interior products. Revenues for the twelve
months ended December 2016 are approximately $2.9 billion.


BARIA AND SONS: Hires Padgett Business Services as Accountant
-------------------------------------------------------------
Baria and Sons, LLC seeks approval from the US Bankruptcy Court for
the Western District of Michigan to employ B & B Consulting
Services, Inc. dba Padgett Business Services of Grandville MI as
accountants for its Chapter 11 case.

The professional accounting services to be rendered are:

     a. provide accounting advice regarding the business, its
        operations, and managing the Debtor's property;

     b. prepare profit and loss statements, balance sheets, tax
        returns, and any required monthly reports on behalf of
        the Debtor; and

     c. perform all other accounting services necessary for the
        Debtor.

Padgett's fees are:

     a. Total monthly fee of $425.00 which includes:

        -- $150.00 (new expense) per month for monthly required
           United States Trustee reports,

        -- $275.00 for general monthly accounting, which includes
           maintenance of the company's book of accounts, account
           ledgers, general journal, and reporting on income and
           expense as well as balance sheet. This also includes
           the quarterly payroll reporting so that payroll tax
           forms can be filed.

     b. Fees for preparation of required state and federal annual
        tax returns are contained on the attached schedule of
        fees.

Joel Baker, CPA for B & B Consulting Services, Inc., attests that
Padgett has not had as clients any of the Debtor's creditors, or
other parties listed by the Debtor, in any matters relating to the
Debtor or its estate, and has no connection with any attorneys,
accountants, or other professionals employed by the Debtor as of
the commencement of these proceedings.

The Firm can be reached through:

     Joel Baker
     B & B Consulting Services, Inc. dba
     Padgett Business Services of Grandville MI
     4366 Prairie St SW
     Grandville, MI 49418
     Phone: 616-257-0788

                     About Baria and Sons, LLC

Baria and Sons, LLC filed a Chapter 11 petition (Bankr. W.D. Mich.
Case No. 17-00970), on March 6, 2017. The Petition was signed by
Gurinder Baria, General Manager. The Debtor is represented by James
R. Oppenhuizen, Esq. at Oppenhuizen Law Firm, PLC. At the time of
filing, the Debtor had estimated both assets and liabilities to be
between $500,000 and $1 million each.

No Trustee or Examiner has been appointed in the Debtor's Chapter
11 case and no Committees have been designated.


BARSTOW MANAGEMENT: Can Use Lenders' Cash Collateral on Interim
---------------------------------------------------------------
Judge Stacey G. Jernigan of the U.S. Bankruptcy Court for the
Northern District of Texas authorized Barstow Management, LLC, to
use cash collateral of American Savings Life Insurance Co. and
Compass Bank on an interim basis.

A continued hearing was held on April 6, 2017.

The Debtor is authorized to use Cash Collateral subject to the
protections and consideration described in the Order in the amounts
and for the expenses set forth on the monthly budget.

The one-month Budget contemplates total monthly income of $23,800
and total expenses of $23,348.

The Secured Lenders are granted valid, binding, enforceable, and
perfected liens co-extensive with the Secured Lenders' pre-petition
liens in all currently owned or hereafter acquired property and
assets of the Debtor, of any kind or nature, whether real or
personal, tangible or intangible, wherever located, now owned or
hereafter acquired or arising and all proceeds and products,
including, without limitation, all accounts receivable, general
intangibles, inventory, and deposit accounts coextensive with their
pre-petition liens.  The Debtor is permitted to pay U.S. Trustee
fees incurred during the case.

As adequate protection for the diminution in value of the interests
of the Secured Lenders, the Secured Lenders are granted replacement
liens and security interests, coextensive with their pre-petition
liens.

The replacement liens granted to the Secured Lenders in the Order
are automatically perfected without the need for filing of a UCC-1
financing statement with the Secretary of State's Office or any
other such act of perfection.

All cash accounts of Debtor and all accounts receivable collections
by Debtor post-petition will be deposited in a separate cash
collateral account, being the Debtor's debtor-in-possession
accounts.

During the pendency of the order, the Debtor will maintain
insurance on the Secured Lenders' collateral and pay taxes when
due.  The automatic stay under Section 362(a) of the Bankruptcy
Code will be, and it is, modified to the extent necessary to permit
the Secured Lenders to retrieve, collect and apply payments and
proceeds in respect of the Pre-petition Collateral and
Post-petition Collateral in accordance with the terms and
provisions of the Order. The Secured Lenders' liens in
Post-petition Collateral are and will be valid, perfected,
enforceable and effective as of the Petition Date without the need
for any further action or the necessity of execution or filing of
any instruments or agreements.

Ms. Genoveva Robinson will appear and testify at the hearing on
April 27, 2017.

The original receipts must be produced at the April 27, 2017
hearing, reflecting all post-petition expenditures of cash
collateral by Ms. Robinson or by any other party on behalf of the
Debtor.

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

       
http://bankrupt.com/misc/txnb17-30401-11_54_Cash_Barstow_Management.pdf

                About Barstow Management LLC

Barstow Management LLC sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. N.D. Tex. Case No. 17-30401) on Feb. 3,
2017.  The petition was signed by Michael Robinson, president. The
case is assigned to Judge Stacey G. Jernigan.  At the time of the
filing, the Debtor estimated its assets and liabilities at $1
million to $10 million.

The Debtor formerly hired Joyce W. Lindauer, Esq., at Joyce W.
Lindauer Attorney, PLLC, to represent it in its Chapter 11
proceeding.  The Debtor currently hires Gregory W. Mitchell, Esq.
at The Mitchell Law Firm, L.P., as substitute counsel.

No request has been made for the appointment of a trustee or
examiner and no official committee has yet been appointed.


BE MY GUEST: Taps Pick & Zabicki as Bankruptcy Counsel
------------------------------------------------------
Be My Guest, LLC seeks approval from the US Bankruptcy Court for
the Southern District of New York to employ Pick & Zabicki LLP as
bankruptcy counsel.

Professional services to be rendered by Pick & Zabicki are:

     a. advise the Debtor with respect to its rights and duties as
a debtor-in-possession;

     b. assist and advise the Debtor in the preparation of its
financial statements, schedules of assets and liabilities,
statement of financial affairs and other reports and documentation
required pursuant to the Bankruptcy Code and the Bankruptcy Rules;

     c. represent the Debtor at all hearings and other proceedings
relating to its affairs as a chapter 11 debtor;

     d. prosecute and defend litigated matters that may arise
during the chapter 11 case;

     e. assist the Debtor in analyzing the claims of creditors and
in negotiating with such creditors;

     f. prepare any and all necessary motions, applications,
answers, orders, reports and papers in connection with the
administration and prosecution of the Debtor's chapter 11 case;
and

     g. perform such other legal services as may be required and/or
deemed to be in the interest of the Debtor in accordance with its
powers and duties as set forth in the Bankruptcy Code.

Pick & Zabicki will bill at its normal hourly rates which are:

     Partners          - $350-$425.00
     Associates        - $250.00
     Paraprofessionals - $125.00

Douglas J. Pick, member of law firm Pick & Zabicki LLP, attests
that P&Z is a "disinterested person" within the meaning of Section
101(14) of the Bankruptcy Code.

The Firm can be reached through:

     Douglas J. Pick, Esq.
     Eric C. Zabicki, Esq.
     PICK & ZABICKI LLP
     369 Lexington Avenue, 12th Floor
     New York, NY 10017
     Tel: (212) 695-6000

                      About Be My Guest

Be My Guest, LLC filed a voluntary  petition for relief under
chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case No.
17-10692) on March 22, 2017. The petition was signed by Lucy Balan,
authorized member.

Douglas J. Pick, Esq. of Pick & Zabicki LLP represents the Debtor.
The Hon. Sean H. Lane presides over the case.

As of date of filing, Be My Guest had $500,000 to $1 million
estimated assets and $1 million to $10 million estimated
liabilities.


BENZIE LEASING: Inks Stipulation for Cash Use for 120 Days
----------------------------------------------------------
Benzie Leasing, LLC, Honor Bank, and the Office of the United
States Trustee submit to the U.S. Bankruptcy Court for the Western
District of Michigan their Fourth Stipulation extending the
Debtor's use of cash collateral and the payment of adequate
protection.

The parties previously stipulated to the use of cash collateral and
for payment of adequate protection pursuant to a document entitled
"Stipulation for Continued Use of Cash Collateral and Payment of
Adequate Protection" filed on Feb. 18, 2016 (DN 36).  The Court
adopted the terms of that Stipulation by an Order on Feb. 26,
2016.

Since the Order of Feb. 26, 2016, there were three subsequent
Orders extending of the Debtor's Continued Use of Cash Collateral
and permitting Payment of Adequate Protection: (i) on June 17,
2016; (ii) on Sept. 16, 2016 and (iii) on Dec. 15, 2016.

On Dec. 14, 2016, the parties entered into a "Third Stipulation for
Extending the Continued Use of Cash Collateral Agreement and
Payment of Adequate Protection."  The Stipulation at paragraph 7
contained an expiration clause, limiting the Extension's effective
period to 90 days from the date of the Order which would be March
15, 2017.

The parties consent to extend the Use of Cash Collateral and
Payment of Adequate Protection for a period of 120 days from entry
of the Order approving the Fourth Stipulation, or until a Plan of
Reorganization is confirmed.

The parties agree to amend DN 36 at paragraph 15 such that the
Stipulation will be effective as of the date of filing with the
Court, subject to the notice to creditors pursuant to Fed. R.
Bankr. P. 4001(d).  Adequate protection payments will continue
monthly until further agreement of the parties, confirmation of the
Debtor's Plan of Reorganization, further order of the Court or for
the next 120 days, whichever will come sooner.

The parties agree to amend DN 36 to strike paragraph 5 and to forgo
the reference to or substantial compliance with any projections.
They agree that all other terms and conditions contained in DN 36
remain unaltered and in full force and effect.

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

     
http://bankrupt.com/misc/miwb16-00348_117_Cash_Benzie_Leasing.pdf

                           About Benzie Leasing

Benzie Leasing, LLC -- dba Xpress Lube of Benzonia, Bay Auto Wash
and Benzie Wash -- filed a chapter 11 petition (Bankr. W.D. Mich.
Case No. 16-00348) on Jan. 28, 2016.  The petition was signed by
David A. Wolfe, sole member and manager.  The Debtor is
represented
by Michael P. Corcoran, Esq., at Corcoran Law Office.  The case is
assigned to Judge James W. Boyd.  The Debtor disclosed $817,220 in
assets and debt totaling $1.27 million at the time of the filing.


BIOSCRIP INC: Will Get Nil From Resale of 7.1M Common Shares
------------------------------------------------------------
BioScrip, Inc. filed with the Securities and Exchange Commission an
amended Form S-3 registration statement relating to the offer and
sale from time to time by Home Infusion Solutions, LLC
of up to 7,093,750 shares of the Common Stock, par value $0.0001
per share, of BioScrip, Inc.  The Company is registering the resale
of the shares of Common Stock as required by the Asset Purchase
Agreement, dated as of June 11, 2016, by and among HS Infusion
Holdings, Inc., a Delaware corporation, Home Infusion Solutions,
LLC, a Delaware limited liability company and a subsidiary of Home
Solutions, certain subsidiaries of Home Solutions, BioScrip and
HomeChoice Partners, Inc., a Delaware corporation.

The Company will not receive any of the proceeds from the sale of
shares of Common Stock by the Selling Stockholder.

The Selling Stockholder will pay all underwriting discounts and
selling commissions, if any, in connection with the sale of the
shares of Common Stock.  The Company has agreed to pay certain
expenses in connection with this registration statement and to
indemnify the Selling Stockholder against certain liabilities.  To
the Company's knowledge, no underwriter or other person has been
engaged to facilitate the sale of shares of Common Stock in this
offering.

The Company's Common Stock is traded on the NASDAQ Global Market
under the symbol "BIOS."  On April 12, 2017, the last reported sale
price of our Common Stock was $1.41 per share.

A full-text copy of the Form S-3, as amended on April 13, 2017, is
available for free at https://is.gd/SShgj4

                      About Bioscrip

Headquartered in Denver, Colo., BioScrip, Inc., is a national
provider of home infusion services.  The company's clinical
management programs and services provide access to prescription
medications for patients with chronic and acute healthcare
conditions, including gastrointestinal abnormalities, infectious
diseases, cancer, pain management, multiple sclerosis, organ
transplants, bleeding disorders, rheumatoid arthritis, immune
deficiencies and heart failure.

BioScrip incurred a net loss attributable to common stockholders of
$50.59 million for the year ended Dec. 31, 2016, compared to a net
loss attributable to common stockholders of $309.51 million for the
year ended Dec. 31, 2015.  As of Dec. 31, 2016, Bioscrip had
$607.74 million in total assets, $567.30 million in total
liabilities, $2.46 million in series A convertible preferred stock,
$69.54 million in series C convertible preferred stock, and a
$31.56 million total stockholders' deficit.

                          *    *    *

In November 2016, S&P Global Ratings lowered its corporate credit
rating on home infusion services provider BioScrip Inc. to 'CCC'
from 'CCC+' and revised the outlook to developing from stable. "The
downgrade reflects our belief that the company could face a
liquidity event within 12 months if it is unable to rapidly improve
profitability; moreover, given the company's lowered guidance, its
meaningful EBITDA shortfall in the third quarter, and its pattern
of falling short of its expectations, our confidence in the
company's ability to execute on its cost-cutting and other
strategic initiatives is limited," said credit analyst Elan Nat.

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


BIOSCRIP INC: Will Get Nothing From Resale of 3.3M Common Shares
----------------------------------------------------------------
BioScrip, Inc. filed an amendment no.1 to its Form S-3 registration
statement relating to the offer and sale from time to time by Venor
Capital Master Fund Ltd., Map 139 Segregated Portfolio of LMA SPC,
Venor Special Situations Fund II LP and
Trevithick LP of up to 3,300,000 shares of the Common Stock, par
value $0.0001 per share, of BioScrip, Inc. that are currently
issued and outstanding.  The Selling Stockholders acquired all of
the shares of Common Stock covered by this prospectus in a private
placement transaction in which the Company sold 3,300,000 shares of
Common Stock to the Selling Stockholders pursuant to a stock
purchase agreement, dated March 1, 2017, by and among BioScrip and
Venor Capital Master Fund Ltd., MAP 139 Segregated Portfolio of LMA
SPC, Venor Special Situations Fund II LP and Trevithick LP. The
Company is registering the offer and sale of the shares of Common
Stock to satisfy registration rights it hase granted to the Selling
Stockholders.

The Company will not receive any of the proceeds from the sale of
shares of Common Stock by the Selling Stockholders.

The Selling Stockholders will pay all underwriting discounts and
selling commissions, if any, in connection with the sale of the
shares of Common Stock.  The Company has agreed to pay certain
expenses in connection with this registration statement and to
indemnify the Selling Stockholders against certain liabilities.  To
the Company's knowledge, no underwriter or other person has been
engaged to facilitate the sale of shares of Common Stock in this
offering.

The Company's Common Stock is traded on the NASDAQ Global Market
under the symbol "BIOS."  On April 12, 2017, the last reported sale
price of the Company's Common Stock was $1.41 per share.

A full-text copy of the Form S-3, as amended on April 13, 2017, is
available for free at https://is.gd/d3oSjo

                        About Bioscrip

Headquartered in Denver, Colo., BioScrip, Inc., is a national
provider of home infusion services.  The company's clinical
management programs and services provide access to prescription
medications for patients with chronic and acute healthcare
conditions, including gastrointestinal abnormalities, infectious
diseases, cancer, pain management, multiple sclerosis, organ
transplants, bleeding disorders, rheumatoid arthritis, immune
deficiencies and heart failure.

BioScrip incurred a net loss attributable to common stockholders of
$50.59 million for the year ended Dec. 31, 2016, compared to a net
loss attributable to common stockholders of $309.51 million for the
year ended Dec. 31, 2015.  As of Dec. 31, 2016, Bioscrip had
$607.74 million in total assets, $567.30 million in total
liabilities, $2.46 million in series A convertible preferred stock,
$69.54 million in series C convertible preferred stock, and a
$31.56 million total stockholders' deficit.

                          *    *    *

In November 2016, S&P Global Ratings lowered its corporate credit
rating on home infusion services provider BioScrip Inc. to 'CCC'
from 'CCC+' and revised the outlook to developing from stable. "The
downgrade reflects our belief that the company could face a
liquidity event within 12 months if it is unable to rapidly improve
profitability; moreover, given the company's lowered guidance, its
meaningful EBITDA shortfall in the third quarter, and its pattern
of falling short of its expectations, our confidence in the
company's ability to execute on its cost-cutting and other
strategic initiatives is limited," said credit analyst Elan Nat.

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


BIOSTAGE INC: Files Post-Effective Amendment to Form S-1
--------------------------------------------------------
Biostage, Inc. filed a post-effective amendment No. 3 to its
registration statement on Form S-1 which was first filed with the
Securities and Exchange Commission on Jan. 4, 2017, as amended.

The primary purpose of the Post-Effective Amendment No. 3 is to (i)
incorporate the Registrant's Annual Report on Form 10-K for the
fiscal year ended December 31, 2016, along with certain other
documents filed by the Registrant with the Commission since
Dec. 31, 2016, into the prospectus forming a part hereof, (ii)
provide for the incorporation by reference in the Registration
Statement of all documents subsequently filed by the Registrant
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities
Exchange Act of 1934, as amended; and (iii) make certain other
updates to the prospectus forming a part hereof.

On Feb. 10, 2017, the Company completed a public offering pursuant
to the Registration Statement of 20,000,000 shares of its common
stock and the issuance of warrants to purchase 20,000,000 shares of
common stock.  Additionally, the Company issued warrants to
purchase 1,000,000 shares of common stock to the placement agent
for the offering.  This Post-Effective Amendment No. 3 solely
relates to the 21,000,000 shares of the Company's common stock that
may be issued pursuant to exercise of the warrants.  No additional
securities are being registered under this Post-Effective Amendment
No. 3.  All applicable filing fees were paid at the time of the
original filing of the Registration Statement.

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

                   https://is.gd/TjEsB3

                      About Biostage

Biostage, Inc., formerly Harvard Apparatus Regenerative Technology,
Inc. -- http://www.biostage.com/-- is a biotechnology company
engaged in developing bioengineered organ implants based on its
Cellframe technology.

Biostage reported a net loss of $11.57 million on $82,000 of
revenues for the year ended Dec. 31, 2016, compared to a net loss
of $11.70 million on $118,000 of revenues for the year ended
Dec. 31, 2015.  The Company's balance sheet at Dec. 31, 2016,
showed $4.55 million in total assets, $2.77 million in total
liabilities and $1.77 million in total stockholders' equity.

KPMG LLP, in Cambridge, Massachusetts, issued a "going concern"
qualification on the consolidated financial statements for the year
ended Dec. 31, 2016, citing that the Company has suffered recurring
losses from operations and will require additional financing to
fund future operations which raise substantial doubt about its
ability to continue as a going concern.


BIOSTAR PHARMACEUTICALS: Sales Will be Primary Source of Funds
--------------------------------------------------------------
Biostar Pharmaceuticals, Inc., which develops, manufactures and
markets pharmaceutical and health supplement products for a variety
of diseases and conditions, disclosed in a regulatory filing with
the Securities and Exchange Commission that it had experienced a
substantial decrease in sales volume of all Aoxing Pharmaceutical
Products due to the temporarily suspension of production to conduct
maintenance of its production lines to renew its GMP certificates
from 2015.

The Company said that while its production levels of Shaanxi Weinan
products, being sold to a single customer, helped to offset the
substantial decrease in its sales volume, its sales volume
continued to remain at the present decreased levels.  In addition,
for the upgrade of the production facilities, the operation of
Shaanxi Weinan was temporarily suspended since December 2016.

"There is no assurance that the production lines at Aoxing
Pharmaceutical will resume and the renewal of GMP certificates will
occur when anticipated, or even if they are renewed, we will be
able to return to the production levels as anticipated," the
Company said in the filing.  "Our inability to regain our
production levels as anticipated may have material adverse effects
on our business, operations and financial performance, and the
Company may become insolvent."

For the year ended Dec. 31, 2016, the Company reported a net loss
of $5.69 million on $2.38 million of net sales for the year ended
Dec. 31, 2016, compared to a net loss of $25.11 million on $27.12
million of net sales for the year ended Dec. 31, 2015.  As of Dec.
31, 2016, Biostar had $42.50 million in total assets, $5.62 million
in total liabilities, all current, and $36.87 million in total
stockholders' equity.  As of Dec. 31, 2016, the Company had
$173,290 of cash and working capital of $1,741,863.  

During 2015, as a result of outstanding personal debts of the Chief
Executive Officer, Mr. Ronghua Wang, one of the Company's bank
accounts was frozen, title of three residential properties of the
Company had been transferred and resulted in a loss of
approximately $0.5 million (RMB 3.3 million), and certain buildings
and land use rights are currently seized by the court but have not
been transferred to the lender.  The seized buildings and land use
rights have been included in property and equipment and intangible
assets respectively in the Company's Consolidated Balance Sheets at
December 31, 2016 and 2015.  In February 2016, the court attempted
to force a sale of the Company's land use rights and buildings.  As
of Dec. 31, 2016, Mr. Ronghua Wang had fully repaid the outstanding
balance of the loan, thus the creditor petitioned the court to
terminate the auction sale.  Mr. Ronghua Wang has repaid
approximately $0.5 million (RMB 3.3 million) to the company to make
good the loss recognized in 2015. Such cash collection is included
in "other income" for year ended Dec. 31, 2016.  Under the current
PRC legal practice, there is also no assurance that there will be
no other cases that would put the Company's properties at risk.

Based on the Cmpany's current plans for the next twelve months from
the issuance of the financial statement, that is through April
2018, it anticipates that the operation of Aoxing Pharmaceutical
and Shaanxi Weinan will be resumed in the first half of 2017 and
the sales of their pharmaceutical products will be the primary
organic source of funds for future operating activities in 2017.
In addition, the Company expects that the acquisition and
production of the new drug permit will be completed in the second
half of 2017, together with the launching of the new product "Easy
Breathing", it will bring additional revenue and generate profits
in the coming future.  Currently, the Company is able to collect
outstanding accounts and other receivables to meet its debt
obligations; the Company may also try to procure bank borrowing, if
available, as well as capital raises through public or private
offerings of its shares and warrants.

Mazars CPA Limited, Certified Public Accountants, in Hong Kong,
issued a "going concern" qualification on the consolidated
financial statements for the year ended Dec. 31, 2016, stating that
the Company had experienced a substantial decrease in sales volume
which resulting a net loss for the year ended Dec. 31, 2016.  Also,
part of the Company's buildings and land use rights are subject to
litigation between an independent third party and the Company's
chief executive officer, and the title of these buildings and land
use rights has been seized by the PRC Courts so that the Company
cannot be sold without the Court's permission.  In addition, the
Company already violated its financial covenants included in its
short-term bank loans.  These conditions raise substantial doubt
about the Company's ability to continue as a going concern.

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

                     https://is.gd/F7VoeN


BOOZ ALLEN: Moody's Affirms Ba2 CFR & Rates Planned $350MM Notes B1
-------------------------------------------------------------------
Moody's Investors Service has affirmed Booz Allen Hamilton Inc.'s
Ba2 Corporate Family and Ba2-PD Probability of Default Ratings.
Moody's also assigned a B1 rating to the planned $350 million
senior unsecured notes due 2025, a new class of debt for BAH, and
upgraded the senior secured rating to Ba1 from Ba2. The negative
rating outlook continues.

RATINGS RATIONALE

The negative rating outlook reflects the potential reputational and
financial impact from the February 8th grand jury finding against a
former BAH employee who- per the indictment- stole classified
information related to national defense. The case raises questions
around BAH's internal controls and governance in conducting
business with the government, particularly critical given the
highly sensitive nature of BAH's intelligence work. As
characteristics of the incident are similar to the public
circumstances around another BAH employee that arose in 2013,
process for managing the information may need to be updated.

The Ba2 CFR reflects BAH's expertise as a consultant to US
government agencies on high-level, demanding assignments. Deep
client knowledge facilitates new business development activity,
while low contract concentration lessens exposure to changes in
federal spending priorities. The CFR incorporates BAH's favorable
booking rate in recent quarters and the backlog growth trend. Debt
to EBITDA rises to 3.4x from 3.2x as of December 31, 2016 pro forma
for the unsecured note issuance and including Aquilent, levels that
are in line with other companies also at the Ba2 level.

Proceeds of the notes will be retained as cash for general
corporate purposes and about $132 million is expected to repay
revolver borrowing that followed the January 2017 acquisition of
Aquilent for $250 million. BAH's acquisitive appetite has grown as
the defense services sector consolidates and competitors build
scale and capabilities. With the note issuance, room for
acquisition-related borrowings at the rating level will diminish
but the expected cash balance of nearly $500 million provides
capital for investment. Near-term free cash flow should be $200
million or higher, enough to cover the $80 million deferred payment
obligation and scheduled term debt amortization.

The senior secured debt rating has been upgraded to Ba1 from Ba2
because the $350 million unsecured notes should absorb loss and
thereby improve recovery of the secured claims.

The rating could be downgraded with backlog losses, expectations of
debt to EBITDA rising to the high 3x range or funds from
operation/debt descending toward 15%, or diminished liquidity such
as from covenant headroom pressure or ongoing revolver dependence.
The rating outlook could be stabilized with evidence that BAH has
addressed the classified information control issue without a
material impact to its financial condition or business prospects.

The following summarizes rating action:

Upgrades:

Issuer: Booz Allen Hamilton Inc.

-- Senior Secured Bank Credit Facility, Upgraded to Ba1 (LGD 3)
    from Ba2 (LGD 3)

Assignments:

Issuer: Booz Allen Hamilton Inc.

-- Senior Unsecured Regular Bond/Debenture, Assigned B1 (LGD 5)

Outlook Actions:

Issuer: Booz Allen Hamilton Inc.

-- Outlook, Remains Negative

Affirmations:

Issuer: Booz Allen Hamilton Inc.

-- Probability of Default Rating, Affirmed Ba2-PD

-- Speculative Grade Liquidity Rating, Affirmed SGL-2

-- Corporate Family Rating, Affirmed Ba2

Booz Allen Hamilton, Inc. is a provider of management and
technology consulting and engineering services to governments in
the defense, intelligence and civil markets, global corporations
and not-for-profit organizations. Booz Allen is headquartered in
McLean, Virginia, and reported revenues of approximately $5.6
billion for the twelve months ended December 31, 2016. Carlyle owns
about 11% of the outstanding common stock.

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



BOOZ ALLEN: S&P Affirms 'BB' CCR & Rates $350MM Unsec. Notes 'B+'
-----------------------------------------------------------------
S&P Global Ratings affirmed its 'BB' corporate credit rating on
McLean, Va.-based Booz Allen Hamilton Inc.  The outlook is stable.

S&P also assigned its 'B+' issue-level rating and '6' recovery
rating to the company's proposed $350 million senior unsecured
notes maturing 2025.  The '6' recovery rating indicates S&P's
expectation for negligible (0%-10%; rounded estimate: 0%) recovery
of principal in the event of default.

At the same time, S&P affirmed its 'BB' issue-level rating on the
company's $2.08 billion senior secured credit facility, which
consists of its $1.18 billion term loan A due 2021, $399 million
term loan B due 2023, and $500 million revolving credit facility
expiring 2021.  The recovery rating remains '3', indicating S&P's
expectation for meaningful recovery (50% to 70%; rounded estimate:
65%).

"Our view of BAH's business risk profile reflects the company's
long-standing relationships with key intelligence and defense
organizations, meaningful scale that enables it to compete
effectively for contracts, diverse customers and service
capabilities, and low contract concentration risk," said S&P Global
Ratings credit analyst Adam Lynn.

Uncertainties about the federal government's defense spending
budget and the evolving competitive landscape for government
contracting partially offset these factors.

The stable outlook reflects S&P's expectation that BAH's stable
business performance, positive free operating cash flow, and
opportunistic acquisitions or shareholder return policy will lead
to leverage remaining in the 2x-4x range over the next 12 months.

S&P could lower the rating on the company if revenue falls due to
competition, such that there are significant contract losses and
EBITDA margin declines, or if the company deviates from its
financial policy such that leverage exceeds 4x on a sustained
basis.

S&P could consider an upgrade if the company can demonstrate
improved operating performance and revenue growth such that
leverage diminishes to below 3x and, more importantly, the company
commits to leverage below that on an ongoing basis.


BOSS REAL ESTATE: AZ 3-16 Lenders Do Not Consent to Cash Use
------------------------------------------------------------
AZ 3-16 Fund LLC and Asset-Backed Lending Partners, LP, disclosed
in a filing with the U.S. Bankruptcy Court for the District of
Arizona that they do not consent -- and have not consented to --
Boss Real Estate Holdings, LLC's use of any cash collateral for any
purpose.

The AZ 3-16 Lenders assert first priority liens and security
interests in real property and personal property owned by the
Debtor located at 2816 South Country Club Drive and 2828 South
Country Club Drive, Mesa, Arizona 85210, which includes the
Debtor's rights to receive payment from another person or entity,
income, receipts, issues, deposits, profits, accounts, general
intangibles, and any other cash and cash equivalents arising out of
or generated from the Mortgaged Property and/or the loan documents.


The AZ 3-16 Lenders demand that the Debtor segregate and preserve
all cash collateral and provide an accounting of all cash
collateral, including, without limitation:

   (a) the source of any retainer provided to proposed Debtor's
counsel;

   (b) cash on hand as of the Petition Date;

   (c) all rents and income generated or received by the Debtor as
of the Petition Date and from and after the Petition Date;

   (d) all proceeds of any of AZ 3-16 Lenders' Collateral;

   (e) all cash collateral used by the Debtor as of the Petition
Date; and

   (f) all inventory in the possession of the Debtor as of the
Petition Date.

AZ 3-16 Fund LLC and Asset-Backed Lending Partners, LP, are
represented by:

          Lori L. Winkelman, Esq.
          Amelia B. Valenzuela
          QUARLES & BRADY LLP
          Renaissance One
          Two North Central Avenue
          Phoenix, AZ 85004-2391
          Telephone: 602.229.5200
          E-mail: lori.winkelman@quarles.com
                  amelia.valenzuela@quarles.com

               About Boss Real Estate Holdings

Boss Real Estate is an Arizona domestic LLC, managed by lone
principal, Michael Harris from Gilbert, Arizona.  Boss Real Estate
filed a Chapter 11 petition (Bankr. D. Ariz. Case No. 17-03716) on
April 10, 2017.  The petition was signed by Michael Harris,
member/manager.  At the time of filing, the Debtor had estimated
assets and liabilities between $1 million and $10 million.  The
case is assigned to Judge Brenda Moody Whinery.  The Debtor is
represented by Ronald J. Ellett, Esq., Ellett Law Offices, P.C.


CABLEVISION SYSTEMS: Fitch Affirms B+ Issuer Default Rating
-----------------------------------------------------------
Fitch Ratings has affirmed the 'B+' Issuer Default Rating (IDR)
assigned to Cablevision Systems Corp. (CVC) and its wholly owned
subsidiary CSC Holdings, LLC (CSCH). In addition, Fitch has
affirmed specific issue ratings as listed at the end of this
release. The Rating Outlook for CVC and CSCH's ratings has been
revised to Stable from Negative. As of Dec. 31, 2016, CVC had
approximately $16 billion of debt outstanding on a consolidated
basis.

Fitch revised the Outlook to Stable based on the company's
improving credit profile following Altice N.V.'s (Altice)
acquisition of CVC (Altice Transaction) in June 2016. CVC has
demonstrated meaningful progress in achieving its initial synergy
target, resulting in EBITDA growth and leverage reduction to within
Fitch's expectations for the current rating.

Fitch acknowledges Altice's announcement of an IPO of a minority
interest in Altice USA (CVC and Suddenlink Communications) and
views it as neutral to the rating. Fitch believes that an IPO of
Altice USA is positive in the sense that it provides an opportunity
for the company to utilize equity as an additional currency in the
future, potentially to fund M&A transactions. Fitch treats Altice's
M&A strategy as an event risk, and would evaluate the potential
impact of any future acquisitions on CVC's credit profile at the
time of the announcement.

KEY RATING DRIVERS

EBITDA Margin Expansion
Within the first two quarters since the acquisition closed, CVC has
realized annualized cost synergies of approximately 50% or $450
million of its stated mid-term target of $900 million. These
synergies mainly contributed to EBITDA margins expanding 570bps to
33.4% for the year ended Dec. 31, 2016 versus 27.7% the prior year.
EBITDA totalled $2.2 billion as of the LTM ended Dec. 31, 2016.
Although the company has been successful thus far, CVC will need to
demonstrate it can continue to manage the restructuring process and
limit disruption to the company's overall operations.

EBITDA Growth Driving Leverage Reduction
EBITDA growth from cost synergy realization resulted in leverage
declining to 7.3x at year-end 2016, faster than Fitch's previous
expectations. Fitch expects EBITDA growth to continue to be the
main driver of any near-term delevering, and expects leverage to
decline to approximately the mid-6x range by the end of 2017.
Altice is targeting net leverage between 5x and 5.5x for CVC and
Suddenlink. Leverage initially increased to 8.6x as of June 30,
2016 versus 5.4x at year-end 2015 as a result of the $6 billion of
incremental debt to fund the Altice Transaction.

Intense Competitive Environment
Video and voice subscriber declines are largely attributed to
intense competition and evolving media consumption patterns.
Verizon Communications Inc. (Verizon) has been a source of
significant competition for CVC, as Verizon's fiber network passes
a meaningful portion of CVC's footprint. Additionally, CVC faces
competition from Frontier Communications Corp. (Frontier) in its
Connecticut footprint and from emerging OTT providers such as
Netflix and Amazon.com, Inc.'s "Prime". Promotional package
offerings from Verizon and Frontier will continue to pressure CVC's
ability to maintain its current subscriber base and ARPU growth.
However, network investments may position CVC to compete more
effectively against its competitors.

KEY ASSUMPTIONS

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

-- Revenue growth in the low single digits, reflecting the
    maturity and high penetration rate of the company's services;
-- EBITDA margins in the mid- to upper-30% range by 2018, aided
    by cost synergy realization;
-- Deleveraging is achieved mainly through EBITDA growth versus
    debt repayment. CVC's gross leverage declines to the mid-6x
    range by the end of 2017.

RATING SENSITIVITIES

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

-- Sustained reduction of leverage to below 5.5x;
-- Clear indications that pricing and cost reduction initiatives
    are producing desired revenue growth acceleration and ARPU
    growth such that EBITDA margins approach the low- to-mid-30%
    range;
-- CVC demonstrating that its operating profile will not
    materially decline in the face of competition from other
    cable operators and against OTT providers in the evolving
    media landscape.

Negative ratings actions would likely coincide with:

-- If the company does not present a credible deleveraging plan
    and leverage remains above 6.5x for longer than 18 to 24
    months following the close of the Altice transaction;
-- The company is unable to sustain FCF margins in the mid-single

    digits;
-- EBITDA margins remain weak compared to peer group or as a
    result of CVC's inability to realize synergies.

LIQUIDITY

Fitch considers CVC's liquidity position and overall financial
flexibility to be adequate given the current rating. Liquidity is
supported by cash on hand totalling $217 million as of Dec. 31,
2016 and $2 billion of available borrowing capacity from CSCH's
$2.3 billion revolving facility. Revolver capacity totalling $2.28
billion expires in November 2021 and the remaining $20 million of
revolving capacity expires in October 2020.

The credit agreement includes a financial covenant that limits net
senior secured leverage to no more than 5x. The financial covenant
is only tested if there are outstanding borrowings under the
revolver. Per the credit agreement, CSCH and its restricted
subsidiaries will be required to use 50% of excess cash flow to
prepay outstanding term loans if net senior secured leverage is
higher than 4.5x.

Pro forma for March 2017 refinancing activity and excluding $1.3
billion of monetized indebtedness outstanding at Dec. 31, 2016,
Fitch estimates principal amounts of $423 million and $1.6 billion
will mature in 2017 and 2018, respectively. Approximately $556
million matures in 2019. Outside of minimal annual term-loan
amortization payments, Fitch expects the company to refinance
upcoming maturities in the near term.

FULL LIST OF RATING ACTIONS

Fitch has affirmed the following ratings:

Cablevision Systems Corp. (CVC)
-- IDR at 'B+';
-- Senior unsecured notes at 'B-/RR6'.

CSC Holdings, LLC (CSCH)
-- IDR at 'B+';
-- Senior secured credit facility at 'BB+/RR1';
-- Senior guaranteed notes at 'BB/RR2';
-- Senior unsecured notes at 'B+/RR4'.

Fitch also has assigned a 'BB+/RR1' issue rating to CSCH's new $3
billion senior secured term loan due 2025.


CAMBER ENERGY: Director Quits for 'Personal' Reasons
----------------------------------------------------
Fred J. Hofheinz has resigned, effective April 10, 2017, as a
member of the Board of Directors of Camber Energy, Inc., to devote
his full time and efforts toward his other business interests and
to spend more time with his family.  The Company has no immediate
plans to fill the vacant board seat.

"The Board is immensely thankful for Fred's leadership over the
past nine years as his experience, vision and focus have been
instrumental in positioning Camber with a foundation of quality oil
and gas assets and in effectuating a smooth transition following
the acquisition of the Segundo properties," said Richard Azar, the
Chairman of the Board of Camber Energy.  "We understand and support
his decision to step down for personal reasons and wish him all the
best going forward."

Mr. Hofheinz added, "It has been an enormous privilege to have
served as a member of the Camber board, particularly during a
period of important change and growth.  I am now being pulled in
other directions, and as I look ahead to the next chapter in my
life, I remain confident that the team will successfully execute on
Camber's growth and operational strategy."

                    About Camber Energy, Inc.

Based in Houston, Texas, Camber Energy (NYSE MKT: CEI) is a
growth-oriented, independent oil and gas company engaged in the
development of crude oil and natural gas in the Austin Chalk and
Eagle Ford formations in south Texas, the Permian Basin in west
Texas, and the Hunton formation in central Oklahoma.

Lucas Energy changed its name to Camber Energy, Inc., effective
Jan. 5, 2017, to more accurately reflect the Company's strategic
shift from its Austin Chalk and Eagleford roots to an expanding
addition of shallow oil and gas reserves with longer-lived,
lower-risk production profiles.

Lucas Energy reported a net loss of $25.4 million for the year
ended March 31, 2016, compared to a net loss of $5.12 million for
the year ended March 31, 2015.  As of Dec. 31, 2016, Camber Energy
had $71.34 million in total assets, $49.12 million in total
liabilities and $22.21 million in total stockholders' equity.

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


CENTORBI LLC: Can Continue Using CAN Capital Cash Collateral
------------------------------------------------------------
Judge Kathy A. Surratt-States of the U.S. Bankruptcy Court for the
District of Missouri issued an Agreed Order authorizing Centorbi,
LLC to use the cash collateral of CAN Capital Asset Servicing Inc.
in the ordinary course of its business.

WebBank and Centorbi, LLC has previously entered into three
Business Loan Agreements, that has been subsequently transferred to
CAN Capital by assignment. Pursuant to the Business Loan
Agreements, CAN Capital has been granted first priority security
interest in, to and against the Debtor's personal property, in the
aggregate amount of $223,180. CAN Capital alleges that it is
oversecured.

The pre-petition secured claim of CAN Capital against the Debtor
will continue to be secured by the pre-petition collateral, but
will be subject to a contrary finding by the Court in Adversary
Proceeding No. 16-04161. In addition, CAN Capital is granted a lien
in all post-petition assets of the Debtor to the same extent,
validity, priority, perfection and enforceability as its interest
existed on the property as of the Petition Date.

The liens granted to CAN Capital in the Agreed Order are:

     (a) in addition to all security interests, liens and rights of
set off existing in favor of CAN Capital as of the date of
bankruptcy filing,

     (b) valid, perfected, enforceable and effective as of the
bankruptcy filing date without any further action by CAN Capital
and without the execution, filing or recording of any financing
statement, and

     (c) subject only to any valid and perfected senior liens and
security interests existing as of the date the Debtor's case
commenced and any and all fees payable under 28 U.S.C. Section
1930.

The Debtor is directed to maintain insurance on its personal
property as long as CAN Capital holds a claim against it.

A full-text copy of the Agreed Order, dated April 10, 2017, is
available at https://is.gd/CjaQAs


                     About Centorbi, LLC

Centorbi LLC and Centorbi Custom Cabinetry, Inc. sought protection
under Chapter 11 of the Bankruptcy Code (Bankr. E. D. Mo. Lead Case
No. 16-47459) on October 14, 2016.  The petitions were signed by
Derek T. Centorbi, authorized member.  

The cases are assigned to Judge Kathy A. Surratt-States.

At the time of the filing, Centorbi LLC estimated its assets and
liabilities at $1 million to $10 million.  Centorbi Custom
estimated assets of less than $1 million.


CHARLES BRELAND: Selling Osprey K's Baldwin Property for $150K
--------------------------------------------------------------
Charles K. Breland, Jr., asks the U.S. Bankruptcy Court for the
Southern District of Alabama to authorize the sale by Breland and
Osprey Kommerzielle, LLC ("Osprey K")'s interest, title, and
interest in and to the real property located in Section 21,
Township 6 South, Range 2 East in Baldwin County, Alabama, to
Medical Park Land, LLC for $150,000.

The Debtor wholly owns Osprey Holdings, LLC, which wholly owns
Opsrey K, which owns the Property.

On March 20, 2017, Osprey K entered into a Purchase Agreement with
the Buyers to sell the Property.  That agreement was amended to
allow the filing of the Motion through April 14, 2017 as one of the
conditions to sale.

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

      http://bankrupt.com/misc/Charles_Breland_345_Sales.pdf

The Court's Order at Doc. No. 304 dated April 3, 2017 requires
Court approval of certain dispositions of assets of Affiliates, as
defined in the Order, to include Osprey K, requiring approval of
the Purchase Agreement based on the Order.

If approved by the Court, the sale of the Property will be free and
clear of all liens, claims, encumbrances, and interests.

Breland asks the Court to waive the 10-day stay provisions of Fed.
R. Bankr. P. 6004(g) with regard to the sale of the Property.

In connection with any approved sale of the Property, Breland
further asks that the Court's findings include, among others, the
following: (i) that there are sound business reasons for the
effectuation of the sale of the Property; (ii) the consummation of
the transaction contemplated is in the best interests of Breland's
estate and its creditors; (iii) that the sale of the Property is
for the highest amount offered and that no legitimate higher
offers, on the same terms and conditions, have been made to
Breland, Osprey K, or to the Court; (iv) that the Buyers will not
be deemed a successor-in-interests of Breland and are not subject
to successor liability for claims against Breland, the Estate, or
Osprey K, whether existing at the time of closing or arising
thereafter.

Breland asks that the Court holds a hearing as soon as practicable,
enters an order granting the Motion in its entirety, and granting
Breland such other and further relief as this Court deems just and
appropriate.

The Purchaser can be reached at:

          MEDICAL PARK LAND, LLC
          Dylan Wells, M.D., Manager
          150 S Ingleside, Ste. 6
          Fairhope, AL 36532
          Telephone: (251) 802-3814

Counsel for the Debtor:

          Richard M. Gaal, Esq.
          MCDOWELL KNIGHT ROEDDER & SLEDGE, LLC
          E-mail: rgaal@mcdowellknight.com

Charles K. Breland, Jr., sought Chapter 11 protection (Bankr. S.D.
Ala. Case No. 16-02272) on July 8, 2016.


CHESAPEAKE ENERGY: Vanguard Reports 10.03% Stake as of March 31
---------------------------------------------------------------
In a amended Schedule 13G filed with the Securities and Exchange
Commission, The Vanguard Group discloses that as of March 31, 2017,
it beneficially owns 91,145,308 shares of common stock of
Chesapeake Enegy Corp. representing 10.03% of total shares of
common stock outstanding.

Vanguard Fiduciary Trust Company, a wholly-owned subsidiary of The
Vanguard Group, Inc., is the beneficial owner of  936,790 shares or
.10% of the Common Stock outstanding of the Company as a result of
its serving as investment manager of collective trust accounts.

Vanguard Investments Australia, Ltd., a wholly-owned subsidiary of
The Vanguard Group, Inc., is the beneficial owner of  123,117
shares or  .01% of the Common Stock outstanding of the Company as a
result of its serving as investment manager of Australian
investment offerings.

A full-text copy of the regulatory filing is available for free at:
https://is.gd/xqOOP7

                   About Chesapeake Energy

Headquartered in Oklahoma City, Chesapeake Energy Corporation's
(NYSE: CHK) operations are focused on discovering and developing
its large and geographically diverse resource base of
unconventional oil and natural gas assets onshore in the United
States.  The company also owns oil and natural gas marketing and
natural gas gathering and compression businesses.

Chesapeake Energy reported a net loss available to common
stockholders of $4.92 billion on $7.87 billion of total revenues
for the year ended Dec. 31, 2016, compared to a net loss available
to common stockholders of $14.85 billion on $12.76 billion of total
revenues for the year ended Dec. 31, 2015.

As of Dec. 31, 2016, Chesapeake had $13.02 billion in total assets,
$14.23 billion in total liabilities and a total deficit of $1.20
billion.

                        *    *    *

As reported by the TCR on Jan. 25, 2017, S&P Global Ratings raised
its corporate credit rating on Oklahoma City-based exploration and
production company Chesapeake Energy Corp. to 'B-' from 'CCC+, and
removed the ratings from CreditWatch with positive implications
where S&P placed them on Dec. 6, 2016.  The rating outlook is
positive.

The TCR reported on Dec. 8, 2016, that Moody's upgraded
Chesapeake's Corporate Family Rating to Caa1 from Caa2, its second
lien secured notes rating to Caa1 from Caa2, and affirmed its
senior unsecured notes rating at Caa3.


CHF-DEKALB II: S&P Cuts Rating on 2011 Student Housing Bonds to BB-
-------------------------------------------------------------------
S&P Global Ratings lowered its long-term rating to 'BB-' from 'BB'
on the Illinois Finance Authority's series 2011 student housing
revenue bonds, issued for CHF-DeKalb II LLC, Ala.  CHF-DeKalb II a
not-for-profit corporation organized for the sole purpose of
constructing student housing for the Northern Illinois University
(NIU) project.  The outlook is negative.

"The lowered rating and negative outlook reflect the related
effects from the state of Illinois' ongoing and severe budgetary
challenges, as demonstrated by its nearly two-year budget impasse,
which have led to NIU's declining financial position and indirectly
affects CHF-DeKalb II," said S&P Global Ratings credit analyst
Gauri Gupta.  "The state situation shows no sign of resolution and
has resulted in significant multiyear enrollment declines at NIU,
which have started to negatively affect the occupancy of the
project."

While the project currently continues to meet its debt service and
covenant obligations, S&P believes the above risks result in a
credit profile more closely aligned with the lower rating.

The negative outlook reflects S&P's view that the possible
prolonged and ongoing challenges with the state budget could
further stress the university's operations and enrollment, which
could significantly hurt the project during the outlook period.


CHIEFTAIN STEEL: Floyd Can Use Cash Collateral Until May 31
-----------------------------------------------------------
Judge Joan A. Lloyd of the U.S. Bankruptcy Court for the Western
District of Kentucky authorized Floyd Industries, LLC, to use the
cash collateral of United Cumberland Bank and Amur Equipment
Finance, Inc., formerly known as Axis Capital, Inc., through and
including May 31, 2017, to pay approved operating expenses.

The Debtor is indebted to United Cumberland Bank pursuant to three
loans: (i) Loan #75110 - $2,390,281; (ii) Loan #75441 - $753,551;
and Loan #755803 - $548,346.

The Order will be valid and binding on all persons and entities,
and fully effective immediately upon entry notwithstanding the
possible application of Bankruptcy Rules 6004(h), 7062, and 9014 or
other law, rule or regulation.

In addition to the other terms and conditions contained the
Debtor's use of United Cumberland's and Axis' cash collateral is
expressly conditioned upon these:

          a. except as otherwise provided or waived by United
Cumberland in its sole discretion, the cash collateral may be used
by the Debtor solely to pay normal trade payables, payroll,
insurance premiums, taxes and utilities that are necessary to
preserve and maintain the assets and business operations of the
Debtor of its business during the period of Dec. 31, 2016 through
May 31, 2017 ("Budget Period") set forth on the Cash Budget; the
Debtor's use of cash collateral may not exceed the amount set forth
for such type of expense in the line item on the Cash Budget unless
approved by United Cumberland;

          b. the Debtor will timely make all adequate protection
payments to United Cumberland required under the terms of the
Order.

          c. the Debtor will maintain at United Cumberland all of
its DIP Bank Accounts and the Debtor will deposit into the DIP Bank
Accounts all proceeds of the United Cumberland Pre-Petition
Collateral and the post-petition collateral.

As adequate protection to United Cumberland for the Debtor's use of
cash collateral, United Cumberland is granted first priority
post-petition replacement security interests and liens upon all of
the post-petition property of the Debtor that is similar to the
property on which it held its pre-petition liens, including,
without limitation, all postpetition property of the types
constituting the collateral of their pre-petition liens, all
proceeds and products thereof to secure the amount of the cash
collateral used by the Debtor ("Post-petition Replacement Lien").
Such security interests, liens and other rights granted to United
Cumberland, will be and
are deemed to be effective, valid, perfected and enforceable as of
the Petition Date without the necessity of taking any other act or
filing or recording any security agreements, financing statements
or any other instruments or documents and no further notice,
filing, recordation or order will be required to effect such
validity, perfection and enforceability.

Subject to the Carve-Out and the Prior Permitted Liens, United
Cumberland's postpetition liens on the post-petition collateral of
the Debtor will at all times be senior to the rights of all other
persons, including, without limitation, the Debtor and any
successor trustee in the case or any subsequent case under the
Bankruptcy Code.

Subject to the Carve-Out, in the event that the adequate protection
granted to United Cumberland fails to adequately protect United
Cumberland's interests in the cash collateral, the United
Cumberland Pre-Petition Collateral and/or the post-petition
collateral, United Cumberland is granted, without further order of
the Court, an administrative expense claim which will have priority
of the kind specified in section 507(b) of the Bankruptcy Code over
any and all administrative expenses of the kind specified in
section 507(a)(1) of the Bankruptcy Code.

Payment of any amounts on account of the Post-Petition Replacement
Liens, the United Cumberland Pre-Petition Indebtedness, and the
United Cumberland Pre-Petition Liens, will be subject and
subordinate to payment of the Carve-Out.  For purposes of the
Agreed Order, the Carve-Out will mean (i) any, fees, costs,
disbursements, charges and expenses of attorneys, accountants and
other professionals of the Debtor retained in the Chapter 11 Case
pursuant to Sections 327, 328, 330, 331 and 1103 of the Bankruptcy
Code.  The Debtor will pay the Carve-Out as funds permit without
causing an overdraft.

During the Budget Period, the Debtor will make interest only
payments to United Cumberland under Loan # 75110 and Loan # 75441.
Payments of interest will be calculated based upon the pre-Petition
Date, non-default interest rates set in the applicable United
Cumberland Loan Documents, which as of the Petition Date totaled
$9,250 per month.  The Debtor will further make principal payments
to Cumberland under Loan # 755803 in the amount of $3,500 per
month. The Debtor will make the adequate protection payments on
loan #75110 and Loan #75441 and the principal payment on Loan
#755803 on the first business day of each month thereafter.
Failure to make such payments on or before such dates will
automatically be a default under the Order.

The Debtor will be required to maintain a collateral base
consisting of the cash collateral ("Borrowing Base") in an amount
not less than $750,000 and it will automatically be a default under
the Order if the sum of the Borrowing Base is less than or equal to
$750,000.  Borrowing Base will mean the sum of (i) 75% of
Borrower's Eligible Accounts Receivable; and (ii) 50% of Borrower's
Eligible Inventory of finished goods valued at the lower of cost or
market value.

A full-text copy of the Fourth Amended Final Agreed Order is
available for free at:

    
http://bankrupt.com/misc/kywb16-10407_240_Cash_Chieftain_Steel.pdf

                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 hired Kerbaugh &
Rodes, CPAs as accountant and advisor.


CIBER INC: Has Interim Approval for Cash Use, DIP Financing
-----------------------------------------------------------
Judge Brendan L. Shannon of the U.S. Bankruptcy Court for the
District of Delaware authorized CIBER, Inc., and affiliates, to (i)
use cash collateral and incur Postpetition Debt on an emergency
basis pending Final Hearing; (ii) enter into Debtor-In-Possession
Credit Agreement with Wells Fargo Bank, N.A. and other lenders
("Postpetition Credit Agreement") to be used to fund certain fees
and expenses associated with the DIP Facility incurred during the
Cases, finance the ongoing corporate needs of the Borrower and the
other Debtors, pay for certain of the Debtors' administrative
expenses incurred during the Cases, and provide for adequate
protection in favor of the Prepetition Lenders on the terms and
conditions set forth in the Postpetition Credit Agreement,
Postpetition Credit Documents, and in the Interim Order.

The DIP Budget reflects total receipts in the aggregate amount of
$82,354,000 and $48,409,000 in total disbursements for the period
beginning April 15, 2017 through May 20, 2017.

The Debtors will deposit all Cash Collateral in their possession or
control into the Blocked Account promptly upon receipt thereof. If
there is no Prepetition Debt outstanding, the Debtors will deposit
all Cash Collateral now or hereafter in their possession or control
into the Blocked Account promptly upon receipt thereof.

Agents are authorized to collect upon, convert to cash and enforce
checks, drafts, instruments and other forms of payment coming into
its or any Lender's possession or control that constitute Aggregate
Collateral or proceeds thereof.

Agents are authorized to apply all Cash Collateral in their
possession or control as follows: (i) first, to the payment of all
Prepetition Debt in accordance with the Prepetition Documents; (ii)
second, to payment of Postpetition Debt consisting of Postpetition
Charges; and (iii) third, to payment of other Postpetition Debt in
accordance with the Postpetition Credit Agreement.  The payment of
Prepetition Debt will not impact the rights of any Challenge Party
to assert a Challenge.  Agents will have the right to apply Cash
Collateral to amounts of Postpetition Debt ahead of amounts
ofPrepetition Debt in their discretion.

The Debtors are authorized and have agreed to: (i) execute the
Postpetition Documents, including all documents that Postpetition
Agent and Postpetition Lenders find reasonably necessary to
implement the transactions contemplated by the Postpetition
Documents; and (ii) perform their obligations under and comply with
all of the terms and provisions of the Postpetition Documents and
the Order.  Upon execution and delivery thereof, the Postpetition
Documents will constitute valid and binding obligations of the
Debtors enforceable in accordance with their terms.  To the extent
there exists any conflict among the terms of the Motion, the
Postpetition Documents, and the Order, the Order will govern and
control.

The Debtors are authorized and have agreed to incur Postpetition
Debt solely: (i) in accordance with the terms and provisions of the
Order; (ii) to the extent required to pay those expenses in the
amounts set forth in the Budget, including the Carveout, as and
when such expenses become due and payable; and (iii) to pay
Allowable 506(b) Amounts and the Postpetition Charges.  If
Postpetition Lenders advance monies to the Debtors and the Debtors
use such monies other than in accordance with the terms or
provisions of the Order, such advances will be considered
Postpetition Debt for purposes of the Order.

These terms will apply to Postpetition Debt:

   a. Maximum Amount: The maximum principal amount of Postpetition
Debt outstanding will not at any time exceed $41,000,000; provided
that until the entry of a Final Order acceptable to the Agents, the
maximum principal amount of Postpetition Debt outstanding will be
$37,000,000.

   b. Interest: The Postpetition Debt will bear interest at a per
annum rate equal to the Base Rate plus 5.25.

   c. Closing Fee: The Debtors will pay to Postpetition Agent, for
the benefit of Postpetition Lenders, a Closing Fee in an amount
equal to $1,200,000, (i) $400,000 of which will be fully earned,
due and payable immediately upon the closing of the Postpetition
Credit Agreement; (ii) an additional $400,000 of which will be
fully earned, due and payable upon entry of the Final Order; and
(iii) $400,000 of which will be fully earned upon entry of the
Final Order but will be due and payable upon the 35th day following
the Filing Date, provided that if the Aggregate Debt is paid in
full before either of the amounts in subclauses (ii) and (iii) are
due, respectively, the fees not yet due under such subclause(s)
will be deemed automatically waived.

   d. Maturity: The Postpetition Debt will mature and be due and
payable in full by Debtors on the Termination Date.  

   e. Guarantors: Each Guaranty and all related security documents
will remain in full force and effect in accordance with their terms
notwithstanding the entry of this Order and any subsequent orders
amending the Order or otherwise providing for the use of Cash
Collateral consented to by Agents and Lenders or additional
financing by Postpetition Agent and Postpetition Lenders.

   f. Joint and Several Liability of Debtors: The obligations of
each Debtor under the Order will be joint and several.

   g. Control Agreements: All "Control Agreements" relating to the
Debtors in effect as of the Filing Date will remain in full force
and effect and in favor of both Agents, notwithstanding the entry
of the Order and any subsequent orders amending the Order.

   h. Compliance with Budget: The Debtors will covenant to comply
with the Budget, subject only to variances set forth in the
Postpetition Credit Agreement.

   i. Sale Covenants: The Debtors will covenant to comply with
certain sale process milestones, as set forth in Section 5.16 of
the Postpetition Credit Agreement.

The Postpetition Debt is granted superpriority administrative
expense status with priority over all costs and expenses of
administration of the Cases that are incurred under any provision
of the Code, but subject to the Carveout and the Stalking Horse Bid
Protections.  In addition, Postpetition Agent is granted the
Postpetition Liens, for the benefit of Postpetition Lenders to
secure the Postpetition Debt.

The Debtors will not incur debt secured by a lien which is equal to
or superior to the Prepetition Liens or the Postpetition Liens, or
which is given superpriority administrative expense status, unless,
in addition to the satisfaction of all requirements of Code Section
364: (i) Agents have consented to such use; (ii) at the time such
an order is entered approving such use, there is no Postpetition
Debt outstanding, and no obligation of Postpetition Lenders to
extend Postpetition Debt; or (iii) such credit or debt is first
used to pay the Postpetition Debt in full in cash.

Prepetition Agent and Prepetition Lenders have consented to the
terms of the Order and are entitled to adequate protection as set
forth and to the extent required under Code Sections 361, 362, 363
or 364 to the extent of any diminution in the value of such
interests in the Prepetition Collateral from and after the Filing
Date.

Prepetition Agent is granted the Replacement Liens, for the benefit
of Prepetition Lenders, as security for any diminution in the value
of the Prepetition Collateral.  The Replacement Liens: (i) are and
will be in addition to the Prepetition Liens; (ii) are and will be
properly perfected, valid and enforceable liens without any further
action by Debtors or Prepetition Agent and without the execution,
filing or recordation of any financing statements, security
agreements, mortgages or other documents or instruments; (iii) will
be subject only to the Prepetition Debt and Permitted Priority
Liens; and (iv) will remain in full force and effect
notwithstanding any subsequent conversion or dismissal of the
Cases.  Notwithstanding the foregoing, the Debtors are authorized
to and will execute and deliver to Prepetition Agent such financing
statements, mortgages, instruments and other documents as
Prepetition Agent may reasonably request from time to time to
provide further evidence of the perfection of the Replacement
Liens.

If and to the extent the adequate protection of the interests of
Prepetition Agent and Prepetition Lenders in the Prepetition
Collateral granted pursuant to this Order proves insufficient,
Prepetition Agent and Prepetition Lenders will have an allowed
claim under Code Section 507(b), subject to the Carveout and the
Stalking Horse Bid Protections, in the amount of any such
insufficiency, with priority over: (i) all costs and expenses of
administration of the Cases that are incurred under any provision
of the Code; and (ii) the claims of any other party in interest
under Code Section 507(b).

Effective upon entry of the Final Order, Agents may enter upon such
leased premises for the purpose of exercising any right or remedy
with respect to the Aggregate Collateral located thereon and will
be entitled to the Debtors' rights and privileges under such lease
(s) without interference from such landlord; provided that
Postpetition Agent will pay to such landlord rent first accruing
after the above referenced written notice and during the period of
occupancy by Agents, calculated on a per diem basis.

The Carveout with respect to each Carveout Professional: (a) will
equal an aggregate amount not to exceed the lesser of (i) the
aggregate amount provided in the Budget for such Carveout
Professional for the period commencing on the Filing Date and
ending on the Termination Date and (ii) the aggregate amount of
allowed fees and expenses that accrue during the period commencing
on the Filing Date and ending on the Termination Date; (b) will be
reduced dollar-for-dollar by any payments of fees and expenses to
such Carveout Professional; and (c) will be paid out of any
prepetition retainer or property of the estate before such payments
are made from proceeds of the Postpetition Debt or the Aggregate
Collateral.

Subject to entry of the Final Order, in connection with the sale or
other disposition of all or any portion of the Aggregate
Collateral, (i) Prepetition Agent will have the right to use the
Prepetition Debt or any part thereof to credit bid with respect to
any bulk or piecemeal sale of all or any portion of the Aggregate
Collateral; and (ii) Postpetition Agent will have the right to use
the Postpetition Debt or any part thereof to credit bid with
respect to any bulk or piecemeal sale of all or any portion of the
Aggregate Collateral, so long as any such credit bid by
Postpetition Agent provides for a cash payment sufficient to repay
the Prepetition Debt in full in cash.

All Postpetition Charges are approved and will be promptly paid by
Debtors in accordance with the Order and the Postpetition
Documents, without need for filing an application with the Court
for approval or payment of the Postpetition Charges.

Notwithstanding anything to the contrary, the Lenders' interest in
any Shared Collateral will remain subject and subordinate to the
IBM Liens and the Debtors will not use any Cash Collateral derived
from such Shared Collateral.  Any proceeds derived from the Shared
Collateral will be placed in a separate, segregated account, which
proceeds may only be distributed upon further order of the Court.

The Final Hearing to consider entry of the Final Order and final
approval of the DIP Credit Agreement is scheduled for May 2, 2017
at 2:00 p.m.  Objections, if any, must be filed by April 25, 2017,
at 4:00 p.m. (PET).

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

    http://bankrupt.com/misc/deb17-10772_50_Cash_CIBER_Inc.pdf

                     About CIBER Inc.

CIBER, Inc. -- http://www.ciber.com/-- is a global information
technology
consulting, services and outsourcing company.  The Company and 2
other affiliates sought bankruptcy protection on April 9, 2017
(Bankr. D. Del. , Case No. 17-10772).  The petition was signed by
Christian Mezger, chief financial officer.  Hon. Brendan Linehan
Shannon presides over the case.

The Debtors listed total assets of $334.2 million and total
liabilities of $171.92 million as of September 30, 2016.

Morrison & Foerster LLP serves as lead bankruptcy counsel to the
Debtors, and Saul Ewing LLP serves as local counsel.  The Debtors
have tapped Houlihan Lokey as investment banker, Alvarez & Marsal
as restructuring advisor, and Prime Clerk LLC as noticing and
claims agent.


CIBER INC: Proposes to Borrow $41 Million, Use Cash Collateral
--------------------------------------------------------------
CIBER, Inc., and affiliates ask the U.S. Bankruptcy Court for the
District of Delaware to:

   (i) authorize the use of cash collateral and incur postpetition
debt on an emergency basis pending a final hearing; and

  (ii) enter into Debtor-In-Possession Credit Agreement with Wells
Fargo Bank, N.A. and other lenders ("Postpetition Credit
Agreement").

The funds will be used to fund certain fees and expenses associated
with the DIP Facility incurred during the Cases, finance the
ongoing corporate needs of the Borrower and the other Debtors, pay
for certain of the Debtors' administrative expenses incurred during
the Cases, and provide for adequate protection in favor of the
prepetition lenders.

On May 7, 2012, the Debtors entered into a credit facility ("ABL
Facility") with Wells Fargo, which provided the Debtors with an
asset-based revolving line of credit of up to $60 million.  The
Debtors' obligations under the ABL Facility are guaranteed by the
Debtors and a number of the Debtors' foreign non-Debtor affiliates
and are secured by substantially all of the Debtors' domestic, U.K.
and German assets.

Under the ABL Facility, U.S. borrowings accrue interest at a rate
of the London interbank offered rate ("LIBOR") plus a margin
ranging from 225 to 275 basis points, or, at the Debtors' option, a
base rate equal to the greatest of (i) the Federal Funds Rate plus
0.50%; (ii) LIBOR plus 1%; and (iii) the "prime rate" set by Wells
Fargo plus a margin ranging from 125 to 175 basis points.  The ABL
Facility had an initial maturity date of May 7, 2017.  

Under the terms of the ABL Facility, the Debtors are required to be
in compliance with a minimum trailing 12-month fixed charge
coverage ratio of consolidated EBITDA to consolidated fixed charges
if (a) an event of default has occurred and is continuing; or (b)
the Debtors fail to maintain excess availability of at least the
greater of (i) $15 million or (ii) an amount equal to 25% of the
aggregate amount of the commitments under the ABL Facility at any
time.

CIBER, certain other borrowers under the ABL Facility and Wells
Fargo have entered into a series of amendments to the terms of the
ABL Facility, which, among other things, aimed to address certain
defaults by the Debtors and/or certain other Borrowers, as
applicable, under the ABL Facility.  In addition, pursuant to such
amendments, Wells Fargo agreed to make advances of Revolving Loans
to Borrowers as and when necessary to enable Borrowers to pay
certain Protected Employee Amounts.  Furthermore, certain of the
amendments modified the definition of Permitted Overadvance Amounts
under the ABL Facility to change the relevant time periods and
amounts in such definition under the ABL Facility.  As of the
Petition Date, the Debtors are in default under the ABL Facility.

CIBER also maintains a receivables facility pursuant to a Wholesale
Financing Agreement dated March 9, 2004 ("Wholesale Financing
Agreement") with IBM Credit, LLC ("IBM Facility") that has
approximately $1.9 million outstanding as of the Petition Date.  In
the course of its business, CIBER acquires certain products and
engages IBM Credit to finance CIBER's purchase of such products
under the terms of the IBM Facility.  The IBM Facility is secured
by a security interest, in relevant part, in all accounts,
instruments and proceeds arising from the purchase and resale of
certain inventory and equipment.

Beginning in January 2017, Houlihan Lokey Capital, Inc., with the
approval of the Debtors' Board of Directors and management, began
exploring strategic alternatives to manage the Debtors' liquidity
constraints, including a refinancing of the Debtors' existing
indebtedness.  To this end, Houlihan Lokey engaged with multiple
parties to determine whether there was sufficient interest for
refinancing transaction that would avoid the need for the Debtors
to file for relief under chapter 11 of the Bankruptcy Code.
Houlihan Lokey explored the possibility that the Debtors may be
forced to file for bankruptcy and asked the refinancing parties and
additional parties whether they would consider providing the
Debtors with additional liquidity through a debtor-in-possession
financing.

Given the failure of the Debtors' efforts to provide longer term
liquidity solutions, the Debtors engaged with Wells Fargo, as
Prepetition Agent and Prepetition Lender, on the terms of a DIP
facility that would allow the Debtors to continue operating in the
ordinary course to preserve the value of the Debtors' estates and
consummate a sale transaction.  On April 9, 2017, the Debtors and
Wells Fargo agreed on the terms of the DIP Facility that will
permit the Debtors to fund the administration of these Cases and is
vital to (a) the confidence of the Debtors' employees, customers,
vendors, and servicers; and (b) the preservation and maintenance of
the going-concern value of the Debtors' estates.  

Without Court approval of the DIP Facility, the Debtors will not
have sufficient cash to make timely payments to employees,
customers, and vendors that are required to support and maintain
the Debtors' continued operations and complete a sale of the
Debtors' assets.  

Absent the DIP Facility, there would likely be no choice but to
immediately liquidate the Debtors' assets to the detriment of all
their creditors, employees, customers, and other interested
parties.

Subject to the terms of the Postpetition Credit Agreement, the DIP
Lender has agreed to make certain advances that will allow the
Debtors to pay certain expenditures in accordance with the Budget
satisfactory to the DIP Lender.  The proceeds of the DIP Facility
will be used to fund the ordinary course operations of the Debtors
during these proceedings, to pay certain fees and expenses
associated with the DIP Facility, to provide for adequate
protection payments to the Prepetition Lenders, subject to the
Budget, and to pay for certain of the Debtors' administrative
expenses incurred during the Cases.

The DIP Budget reflects total receipts in the aggregate amount of
$82,354,000 and $48,409,000 in total disbursements for the period
beginning April 15, 2017 through May 20, 2017.  The DIP Facility
will fund operating losses during these Cases while the Debtors
work to sell their assets to the highest and best bidder or
otherwise maximize the value of these estates for the benefit of
their stakeholders through these proceedings.  The Budget shows
that, beginning on the Petition Date, the Debtors' borrowings,
which currently stand at approximately $29 million under the
Prepetition Credit Agreement, will increase by as much as $7
million during the budget period.  Given the extent of these
projected operating losses and the expected costs and risks of
these Cases, the DIP Lenders have agreed to provide the DIP
Facility for approximately 45 days, which is a sufficient amount of
time to permit the Debtors to complete a sale of their assets and
the repayment of their loans. In addition, due to the nature of the
Debtors' service-based business, which relies on employees and
customer contracts to generate revenue, a prompt postpetition
marketing and sale process is essential.  Without the DIP Lenders'
support, the Debtors would be required to terminate their
employees.

The terms of the DIP Facility require the Debtors to complete a
sale process in accordance with the Sale Milestones.  Prior to the
Petition Date, the Debtors executed an asset purchase agreement
with Capgemini America, Inc. for the sale of the Debtors' North
American and Indian businesses for $50 million plus the assumption
of certain liabilities.  To maximize the value of their estates,
and in compliance with the milestones under the proposed DIP
Facility, the Debtors are filing a motion contemporaneously with
the Motion seeking authority to conduct an auction process by which
the Debtors will solicit offers and, ultimately, seek approval to
sell substantially all of their assets to the Stalking Horse Bidder
or another qualified bidder with the highest or otherwise best
offer.

The Prepetition Lenders are the only parties that offered to
provide the Debtors with postpetition financing and were only
willing to lend to the Debtors on the terms set forth in the
Postpetition Documents and the Interim Order.  Accordingly, the
Debtors have determined that, under the circumstances, the DIP
Facility is the best postpetition financing option available to
them and their estates.

Access to substantial credit is necessary to meet the day-to-day
costs associated with operating the Debtors' business.  Immediate
access to sufficient cash is therefore critical to the Debtors.  In
the absence of immediate liquidity, many of the Debtors' employees,
vendors, and servicers may refuse to continue providing services to
the Debtors, rendering the Debtors unable to operate their
business.

The Debtors' request to enter into the DIP Facility reflects the
exercise of the Debtors' sound and prudent business judgment.  The
Debtors were not able to obtain alternative financing on an
unsecured basis, nor were they able to obtain any financing on
terms as favorable to them as the terms negotiated with the
Postpetition Lenders.  The DIP Facility will support the Debtors
through the sale process, fund administrative costs of the Debtors
estates, and preserve and promote the viability of the business.
The Debtors believe that the terms of the Postpetition Documents
provide sufficient flexibility for them to maximize value to their
estates and pursue the sale of their assets.  Accordingly, the
terms and conditions of the Postpetition Credit Agreement are fair
and reasonable and were negotiated by the parties in good faith and
at arm's-length.

The Debtors require the use of the Cash Collateral to fund their
operations in accordance with the Postpetition Credit Agreement.
The interests of the Prepetition Lenders in the Cash Collateral
will be protected by the Adequate Protection Package.  As adequate
protection for any diminution in the value of the interests of the
Prepetition Lenders in the Prepetition Collateral, the Debtors will
provide them the adequate protection package.  Without access to
the proposed DIP Facility and use of the Cash Collateral, the
Debtors' liquidity will quickly dry up, and the Debtors will be
forced to cease operations, destroying the value of these estates
to the detriment of all interested parties.

As adequate protection for the interest of the Prepetition Agent
and Prepetition Lenders, the Prepetition Lenders will receive the
following adequate protection:

   a. Priority of Prepetition Liens/Allowance of Prepetition
Lenders' Claim: (i) The Prepetition Liens will constitute Priority
Liens, subject only to the Permitted Priority Liens; (ii) the
Prepetition Debt constitutes the legal, valid, and binding
obligations of Debtors, enforceable in accordance with the terms of
the Prepetition Documents; (iii) no offsets, defenses or
counterclaims to the Prepetition Debt exist, and no portion of the
Prepetition Debt is subject to avoidance, recharacterization, or
subordination pursuant to the Code applicable nonbankruptcy law;
and (iv) Prepetition Agent's and Prepetition Lenders' claims with
respect to the Prepetition Debt will for all purposes constitute
allowed secured claims in an amount not less than $28,494,601,
exclusive of accrued and accruing Allowable 506(b) Amounts.

   b. Replacement Liens: Prepetition Agent is granted the
Replacement Liens, for the benefit of Prepetition Lenders, as
security for any diminution in the value of the Prepetition
Collateral.  The Replacement Liens: (i) are and will be in addition
to the Prepetition Liens; (ii) are and will be properly perfected,
valid and enforceable liens without any further action by Debtors
or Prepetition Agent and without the execution, filing or
recordation of any financing statements, security agreements,
mortgages or other documents or instruments; (iii) will be subject
only to the Prepetition Debt and Permitted Priority Liens; and (iv)
will remain in full force and effect notwithstanding any subsequent
conversion or dismissal of the Cases.

   c. Allowed Code Section 507(b) Claim:  If and to the extent the
adequate protection of the interests of Prepetition Agent and
Prepetition Lenders in the Prepetition Collateral granted pursuant
to the Interim Order proves insufficient, Prepetition Agent and
Prepetition Lenders will have an allowed claim under Code Section
507(b), subject to the Carveout and the Stalking Horse Bid
Protections, in the amount of any such insufficiency, with priority
over: (i) all costs and expenses of administration of the Cases
that are incurred under any provision of the Code; and (ii) the
claims of any other party in interest under Code Section 507(b).

Pending the Final Hearing, the Debtors will be permitted to use up
to $37 million of the $41 million Maximum Revolver Commitment for,
among other things, employee wages and other working capital needs.
It is essential that the Debtors immediately have the ability to
pay for postpetition operating expenses, as well as the prepetition
expenses approved in the various first-day orders pending before
the Court, to minimize the damage occasioned by their constrained
liquidity.

The Debtors have agreed to pay certain fees to the Agent in
connection with the DIP Facility.  The Debtors believe that that
the fees payable to the Agent under the Postpetition Credit
Agreement are reasonable and appropriate and give the Debtors
access to financing on the most favorable terms on which the DIP
Lender would agree to make the DIP Facility available.

The Debtors respectfully ask that the Court (i) enters the proposed
Interim Order granting the relief requested in the Motion on an
interim basis; (ii) after the Final Hearing, enters the Final Order
substantially in the form that will be filed with the Court; and
(iii) grants such other and further relief as may be just and
proper.

To implement the relief requested successfully, the Debtors
respectfully ask that the Interim Order and Final Order provide
that notice of the relief requested satisfies Bankruptcy Rule
6004(a) and that the Debtors have established cause to exclude such
relief from the 14-day stay period under Bankruptcy Rule 6004(h).

A copy of the proposed Interim Order, Postpetition Credit
Agreement, and Budget attached to the Motion is available for free
at:

        http://bankrupt.com/misc/deb17-10772_12_Cash_CIBER_Inc.pdf

Wells Fargo can be reached at:

          WELLS FARGO BANK, N.A.
          100 W. Washington St., Floor 15
          Phoenix, AZ 85003
          Attn: Business Finance Division Manager

Wells Fargo is represented by:

          GOLDBERG KOHN LTD.
          55 East Monroe Street, Suite 3300
          Chicago, IL 60603
          Attn: Jeremy M. Downs, Esq.
          Facsimile: (312) 863-7893
          E-mail: Jeremy.Downs@goldbergkohn.com

                     About CIBER Inc.

CIBER, Inc. -- http://www.ciber.com/-- is a global information
technology consulting, services and outsourcing company.  

The Company and 2 other affiliates sought bankruptcy protection on
April 9, 2017 (Bankr. D. Del. Lead Case No. 17-10772).  The
petition was signed by Christian Mezger, chief financial officer.


The Debtors listed total assets of $334.2 million and total
liabilities of $171.92 million as of September 30, 2016.

The Hon. Brendan Linehan Shannon presides over the case.

Morrison & Foerster LLP serves as lead bankruptcy counsel to the
Debtors, and Saul Ewing LLP serves as local counsel.  The Debtors
have tapped Houlihan Lokey as investment banker, Alvarez & Marsal
as restructuring advisor, and Prime Clerk LLC as noticing and
claims agent.


CLAIRE'S STORES: Will File Annual Report by April 28
----------------------------------------------------
Claire's Stores, Inc. announced its preliminary unaudited financial
results for the fiscal 2016 fourth quarter and fiscal year, which
ended Jan. 28, 2017.  The Company said the financial results
discussed in the press release regarding the fiscal 2016 results
are unaudited and should be considered preliminary and subject to
change.  Claire's Stores plans to file its 2016 Annual Report on
Form 10-K on or before the due date of April 28, 2017.

The Company reported net sales of $382.5 million for the fiscal
2016 fourth quarter, a decrease of $20.1 million, or 5.0% compared
to the fiscal 2015 fourth quarter.  The decrease was attributable
to the effect of store closures, a decrease in same store sales, an
unfavorable foreign currency translation effect of our non-U.S. net
sales and decreased shipments to franchisees, partially offset by
new concession store sales and new store sales.  Net sales would
have decreased 2.7% excluding the impact of foreign currency
exchange rate changes.

Consolidated same store sales decreased 1.0%, with North America
same store sales decreasing 2.3% and Europe same store sales
increasing 1.3%.  The Company computes same store sales on a local
currency basis, which eliminates any impact from changes in foreign
currency exchange rates.  For the fiscal 2017 quarter-to-date
period, consolidated same store sales have increased in the low
single digit range, with Europe outperforming North America.

Gross profit percentage increased 140 basis points to 51.1% during
the fiscal 2016 fourth quarter versus 49.7% for the prior year
quarter.  This increase in gross profit percentage consisted of a
150 basis point increase in merchandise margin, partially offset by
a 10 basis point increase in occupancy costs.  The increase in
merchandise margin resulted primarily from higher trade discounts,
lower markdowns and lower freight costs, partially offset by sales
mix.  The increase in occupancy costs, as a percentage of sales,
resulted primarily from the deleveraging effect from a decrease in
same store sales.

Selling, general and administrative expenses decreased $0.8
million, or 0.6%, compared to the fiscal 2015 fourth quarter.  As a
percentage of net sales, selling, general and administrative
expenses increased 140 basis points.  Selling, general, and
administrative expenses would have increased $2.4 million excluding
a favorable $3.2 million foreign currency translation effect.
Excluding the foreign currency translation effect, the increase was
primarily due to increased concession store commission expense and
professional fees, partially offset by reductions in
compensation-related expenses.

Adjusted EBITDA in the fiscal 2016 fourth quarter was $76.9 million
compared to $80.6 million last year.  Adjusted EBITDA would have
been $77.7 million excluding an unfavorable foreign currency
translation effect in the fourth quarter of 2016.  The Company
defines Adjusted EBITDA as earnings before income taxes, net
interest expense, depreciation and amortization, loss (gain) on
early debt extinguishments, and asset impairments.  Adjusted EBITDA
excludes management fees, severance, the impact of
transaction-related costs and certain other items.

As of Jan. 28, 2017, cash and cash equivalents were $55.8 million.
As of Jan. 28, 2017, the Company had $6.2 million drawn on its ABL
Credit Facility and an additional $64.1 million of borrowing
availability.  The fiscal 2016 fourth quarter cash balance increase
of $15.3 million consisted of positive impacts of $76.9 million of
Adjusted EBITDA, $50.0 million of proceeds from a secured term loan
and $34.3 million from seasonal working capital, partially offset
by $120.5 million from net repayments under the former credit
facilities, reductions for $12.0 million of cash interest payments,
$7.0 million for a note repurchase, $3.9 million of capital
expenditures and $2.5 million for tax payments and other items.

In connection with the Company's assessment of impairment of
goodwill and other indefinite-lived intangible assets, the Company
recorded a goodwill impairment charge of $39.3 million during the
fiscal 2016 fourth quarter.  This impairment charge is non-cash and
does not have any effect on liquidity or cash flow.

Fiscal 2016 net sales were $1.3 billion, a decrease of $91.5
million, or 6.5% compared to fiscal 2015.  Consolidated same store
sales decreased 3.3% in fiscal 2016.  In North America, same store
sales decreased 2.1% in fiscal 2016 while Europe same store sales
decreased 5.2%.  Net sales would have decreased 4.9% excluding the
impact from foreign currency rate changes.

In connection with the Company's assessment of impairment of
goodwill and other indefinite-lived intangible assets, the Company
recorded a goodwill impairment charge of $169.3 million during
fiscal 2016.  The Company also recorded an impairment charge of
$9.0 million for identifiable intangible assets and $3.3 million
for long-lived assets.  These impairment charges are non-cash and
do not have any effect on liquidity or cash flow.

Adjusted EBITDA in fiscal 2016 was $188.2 million, compared to
$217.3 million in fiscal 2015.  Adjusted EBITDA would have been
$189.7 million excluding an unfavorable foreign currency
translation effect in fiscal 2016.  Net income for Fiscal 2016 was
$53.9 million.   

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

                    https://is.gd/F17hTF

                    About Claire's Stores

Hoffman Estates, Ill.-based Claire's Stores, Inc. --
http://www.clairestores.com/-- is a specialty retailer of
fashionable jewelry and accessories for young women, teens, tweens
and girls ages 3 to 35.  The Company operates through its stores
under two brand names: Claire's and Icing.  As of July 30, 2016,
Claire's Stores, Inc. operated 2,801 stores in 17 countries
throughout North America and Europe, excluding 806 concession
locations.  The Company franchised 596 stores in 29 countries
primarily located in the Middle East, Central and Southeast Asia,
Central and South America, Southern Africa and Eastern Europe.

As of Oct. 29, 2016, Claire's Stores had $2.06 billion in total
assets, $2.55 billion in total liabilities and a stockholders'
deficit of $490.47 million.

                           *     *     *

In October 2016, Moody's Investors Service downgraded to 'Ca' from
'Caa3' the corporate family rating of Claire's Stores, Inc., and
took rating actions on various instruments.  The outlook remains
negative.  "These rating actions result from Claire's closing its
exchange offer, which we characterized as a distressed exchange, as
well as new credit facilities which were issued in tandem with the
closing of the exchange," stated Moody's Vice President Charlie
O'Shea.

In October 2016, S&P Global Ratings raised its corporate credit
rating on Claire's Stores to 'CC' from 'SD'.  "The rating action
follows our review of Claire's capital structure, its liquidity
position following the recent debt exchange, and our expectations
for future restructuring actions.  The company issued approximately
$179 million of new term loans that were used to cancel roughly
$575 million of notes and extend the debt maturities," said credit
analyst Samantha Stone.  "The transaction is estimated to save the
company $24 million in annual cash interest savings."


CLAYTON WILLIAMS: Plaintiffs Withdrew Injunction Motions
--------------------------------------------------------
As previously announced, on March 22, 2017, and March 23, 2017, two
putative class action lawsuits captioned Sobel v. Clayton Williams
Energy, Inc., Case No. 17-cv-312-UNA and Poms v. Clayton Williams
Energy, Inc., Case No. 17-cv-316-UNA were filed in the U.S.
District Court for the District of Delaware, against Clayton
Williams Energy, Inc. and the members of the Company's Board of
Directors.  The Complaints allege that the defendants violated
Sections 14(a) and 20(a) of the Securities Exchange Act of 1934, as
amended, and Rule 14a-9 promulgated thereunder, by causing a
materially incomplete and misleading Form S-4 Registration
Statement to be filed by Noble Energy, Inc. with the U.S.
Securities and Exchange Commission on March 21, 2017.  The Second
Complaint also alleges that the consideration offered in connection
with the Merger does not adequately value the prospects or inherent
value of the Company.  Both Complaints seek various forms of
relief, including injunctive relief and an award of attorneys' fees
and expenses.  On March 31, 2017, the District Court consolidated
the Complaints under the caption In re Clayton Williams Energy,
Inc. Stockholders Litigation, Case No. 1:17-cv-312-LPS.

On March 23, 2017, the plaintiff in the Sobel action filed a motion
for preliminary injunction and a request for an expedited hearing
prior to the special meeting of the Company's stockholders
scheduled to be held on April 24, 2017, to (i) adopt the Agreement
and Plan of Merger, dated Jan. 13, 2017, entered into by and among
the Company, Noble Energy, West Merger Sub, Inc., an indirect,
wholly owned subsidiary of Noble Energy, and NBL Permian LLC and
(ii) approve the merger of Merger Sub with and into the Company,
with the Company continuing as the surviving corporation and an
indirect, wholly owned subsidiary of Noble Energy.  On March 24,
2017, the plaintiff in the Poms action filed a Joinder in plaintiff
Sobel's motion, as well as a Supplemental Motion for Preliminary
Injunction.  Both the Sobel motion and the Poms supplemental motion
sought to enjoin the Special Meeting unless certain additional
disclosures were made.  On March 28, 2017, the District Court
scheduled a hearing regarding plaintiffs' motion for preliminary
injunction for April 13, 2017.  On March 28, 2017, a third lawsuit,
captioned Assad v. Clayton Williams Energy, Inc. et al., Case No.
17-cv-336-UNA, was filed with the District Court, making
substantially the same allegations and seeking essentially the same
relief as the First Complaint.

On April 10, 2017, the plaintiffs in the consolidated action agreed
to withdraw the pending motions for preliminary injunction, and to
dismiss their individual claims as moot, with prejudice, in return
for the Company's agreement to make the supplemental disclosures.
That same day, plaintiffs Sobel and Poms filed a notice of
withdrawal of their motions for preliminary injunctive relief, and
the District Court cancelled the hearing that had been set for
April 13, 2017.  On April 13, 2017, the Company filed this Current
Report on Form 8-K with the SEC making supplemental disclosures to
the definitive proxy statement on Schedule 14A filed by the Company
with the SEC on March 24, 2017, in connection with the solicitation
of proxies for the Special Meeting.  The plaintiffs may seek an
award of attorneys' fees in connection with the lawsuits, and the
parties have reserved all rights and arguments in connection with
any such claim.

            Supplemental Proxy Statement Disclosure

The Company is electing to make the supplemental disclosures to the
Proxy Statement set forth below in response to the three putative
class action complaints and solely for the purpose of mooting the
allegations contained therein.  The Company denies the allegations
of the three class action complaints, and denies any violation of
law.  The Company believes that the Proxy Statement disclosed all
material information required to be disclosed therein, and denies
that the supplemental disclosures are material or are otherwise
required to be disclosed.  The Company is disclosing this
information solely to eliminate the burden and expense of further
litigation.

SUPPLEMENT TO PROXY STATEMENT

This supplemental information should be read in conjunction with
the Proxy Statement, which should be read in its entirety.  Page
references in the below disclosures are to the pages in the Proxy
Statement, and defined terms used but not defined herein have the
meanings set forth in the Proxy Statement.  Without admitting in
any way that the disclosures below are material or otherwise
required by law, the Company makes the following amended and
supplemental disclosures:

The section of the Proxy Statement entitled "Background of the
Merger" is amended and supplemented as follows:

The disclosure on page 25 of the Proxy Statement in the third full
paragraph below the heading "Background of the Merger" is amended
and supplemented by adding the following new sentence at the end of
the paragraph:

The short-form confidentiality agreements did not contain any
"standstill" provisions.

The disclosure on page 26 of the Proxy Statement in the second full
paragraph is amended and supplemented by adding the following new
sentence at the end of the paragraph:

The short-form confidentiality agreements did not contain any
"standstill" provisions.

The disclosure on page 26 of the Proxy Statement in the fourth full
paragraph is amended and supplemented by adding the following new
sentence at the end of the paragraph:

The long-form confidentiality agreement did not contain a "Don't
Ask, Don't Waive" provision.

The disclosure on page 26 of the Proxy Statement in the eighth full
paragraph is amended and supplemented by adding the following new
sentence at the end of the paragraph:

The long-form confidentiality agreement did not contain a "Don't
Ask, Don't Waive" provision.

The final paragraph beginning on page 28 continuing to page 29 of
the Proxy Statement is amended and restated in its entirety as
follows:

In December 2016 and January 2017 Goldman Sachs prepared materials
for and held discussions with representatives of Ares Management in
connection with Ares Management's inquiry about the feasibility of
hedging the Ares parties' (as defined below) exposure to certain
equity securities that would be received as merger consideration in
the transactions under consideration, including the Noble common
shares included in the merger consideration.  At the time the
merger agreement was executed, no understanding had been reached
between the Ares parties (as defined below) and Goldman Sachs with
respect to any hedge transaction or the structure for any such
transaction.  In February 2017, the Board was advised of these
discussions and presentations; that the Ares parties and Goldman
Sachs had engaged in further discussions, subsequent to the
execution of the merger agreement, concerning potential hedging
transactions and potential different structures for any such
transactions; and that Goldman Sachs was seeking CWEI’s consent
to enter into such transactions with a structure first discussed
after the merger agreement was executed. Thereafter, the Audit
Committee of the CWEI board, acting on behalf of the CWEI board,
consented in advance to the entrance by Goldman Sachs into the ETF
transaction (as defined below) with affiliates of Ares Management;
to any future entrance by Goldman Sachs or its affiliates into
substantially similar hedging transactions with other CWEI
stockholders, including Mr. Williams and The Williams Children's
Partnership, Ltd.; and to the Ares parties and other CWEI
stockholders, including Mr. Williams and The Williams Children's
Partnership, Ltd., and Goldman Sachs discussing and negotiating
prior to the closing of the merger post-closing hedge transactions
(as defined below) with Goldman Sachs as counterparty.  The ETF
transaction and the post-closing hedge transactions are further
described in the section entitled "-- Opinion of CWEI's financial
Advisor -- The Hedge Transactions" beginning on page 38.  In
deciding whether to grant such consent, the Audit Committee of the
CWEI board considered, among other things, the foregoing facts, the
potential impact on the Noble stock price, and the representation
by Goldman Sachs to CWEI that, if CWEI were to request additional
services from Goldman Sachs under the engagement letter between
CWEI and Goldman Sachs before the closing of the merger and either
Goldman Sachs or CWEI determined in good faith that Goldman Sachs
was no longer able to fulfill its responsibilities as financial
advisor to CWEI in connection with the engagement under such
engagement letter as a result of the ETF transaction, such other
hedging transactions with Goldman Sachs or its affiliates or such
discussions and negotiations regarding any post-closing hedging
transaction, Goldman Sachs and CWEI would negotiate in good faith
appropriate modifications to such engagement letter, including a
reduction of the fees payable to Goldman Sachs under such
engagement letter to offset the retention of a different financial
advisor by CWEI to fulfill the responsibilities that Goldman Sachs
was no longer in a position to fulfill.

The section of the Proxy Statement entitled "Opinion of CWEI's
Financial Advisor" is amended and supplemented as follows:

The disclosure on page 39 of the Proxy Statement under the
subheading "The Hedge Transactions" is amended and supplemented by
adding the following new paragraph to the end of the disclosure:

The Ares parties exercised their right to an early unwinding of the
ETF transaction, which was effectuated on March 29, 2017.  The net
gain to the put counterparty from the ETF transaction and related
hedging activities, taking into account the net payment to the Ares
parties and the unwind of the related hedging activities, was
approximately $9.9 million.

The section of the Proxy Statement entitled "Certain Unaudited
Financial and Operating Forecasts" is amended and supplemented as
follows:

The disclosure on page 40 of the Proxy Statement in the third full
paragraph is amended and supplemented by adding the following new
sentences at the end of the paragraph:

EBITDA was determined by calculating revenue less cash operating
expenses, general and administrative expenses and losses on
commodity derivatives plus gains on commodity derivatives and other
items.  References in the disclosure below and elsewhere in this
proxy statement/prospectus to the terms "free cash flow" and
"after-tax cash flow" mean EBITDA less exploration costs, interest
expense, income taxes, capital expenditures and negative changes to
working capital plus accretion, divestment proceeds and positive
changes to working capital.  References in the disclosure below and
elsewhere in this proxy statement/prospectus to the term "unlevered
cash flow" mean free cash flow plus after-tax interest expense.

The disclosure on page 41 of the Proxy Statement in the first
paragraph below the subheading "Unaudited Standalone Financial and
Operating Forecasts of CWEI and Unaudited Pro Forma Financial and
Operating Forecasts of Noble" is amended and supplemented by adding
the following new sentence at the end of the paragraph:

The forecasts for EBITDA and free cash flow set forth below served
as the basis and were components used in the standalone valuation
of CWEI prepared by CWEI senior management.

The section of the Proxy Statement entitled "Interests of CWEI
Directors and Executive Officers in the Merger" is amended and
supplemented as follows:

The disclosure on page 46 of the Proxy Statement in the paragraph
under the subheading "Make-Whole Payment" is amended and
supplemented by adding the following new sentences at the end of
the paragraph:

The make-whole amount is expected to be approximately $137 million,
which will be paid at closing using cash on hand.  Please see Note
2 to the Notes to Unaudited Pro Forma Combined Financial Statements
for Noble Energy, Inc. included in this proxy
statement/prospectus.

A full-text copy of the Form 8-K report is available for free at:

                     https://is.gd/v03O9u

                    About Clayton Williams

Midland, Texas-based Clayton Williams Energy, Inc. is an
independent oil and gas company engaged in the exploration for and
production of oil and natural gas primarily in Texas and New
Mexico.  On Dec. 31, 2015, the Company's estimated proved reserves
were 46,569 MBOE, of which 78% were proved developed.  The
Company's portfolio of oil and natural gas reserves is weighted in
favor of oil, with approximately 83% of its proved reserves at Dec.
31, 2015, consisting of oil and natural gas liquids and
approximately 17% consisting of natural gas.  During 2015, the
Company added proved reserves of 3,542 MBOE through extensions and
discoveries, had downward revisions of 26,158 MBOE and had sales of
minerals-in-place of 472 MBOE.  The Company also had average net
production of 15.8 MBOE per day in 2015, which implies a reserve
life of approximately 8.1 years.

Clayton Williams reported a net loss of $292.15 million on $289.41
million of total revenues for the year ended Dec. 31, 2016,
compared to a net loss of $98.19 million on $232.37 million of
total revenues for the year ended Dec. 31, 2015.  As of Dec. 31,
2016, Clayton Williams had $1.49 billion in total assets, $1.33
billion in total liabilities and $160.53 million in shareholders'
equity.

                       *     *     *

In July 2016, S&P Global Ratings affirmed its 'CCC+' corporate
credit rating on Clayton Williams Energy.  The ratings reflect
S&P's assessment that the company's debt leverage is unsustainable,
debt to EBITDA expected to average above 15x over the next three
years.  The ratings also reflect S&P's assessment of liquidity as
adequate.

In January 2017, Moody's Investors Service placed the ratings of
Clayton Williams Energy (Caa3) under review for upgrade following
the announcement of a definitive agreement to be acquired by Noble
Energy (Baa3 stable) in a transaction valued at $3.2 billion,
including the assumption of Clayton Williams' approximately $500
million of net debt.  The review for upgrade is based on the
potential benefit of Clayton Williams being supported by the
stronger credit profile and greater financial flexibility of Noble.


CLEARWATER SEAFOODS: Moody's Affirms B2 Corporate Family Rating
---------------------------------------------------------------
Moody's Investors Service affirmed Clearwater Seafoods Limited
Partnership's (CSLP) B2 corporate family rating (CFR) and SGL-2
speculative grade liquidity rating, and upgraded the probability of
default rating (PDR) to B2-PD from B3-PD. The ratings outlook
remains stable. Moody's also assigned a B3 rating to the proposed
US$250 million senior unsecured notes to be issued by Clearwater
Seafoods Incorporated (CSI), the parent company of CSLP (together
Clearwater), with a stable outlook. Moody's will reassign the B2
CFR, B2-PD PDR, and SGL-2 rating to CSI from CSLP when the
refinance transaction closes, and at that same time, the B1 ratings
on CSLP's existing secured revolver and term loans and the stable
outlook will be withdrawn.

Net proceeds from the proposed US$250 million unsecured notes,
together with a new C$35 million secured term loan and revolver
drawings will be used to repay C$380 million of existing debt. The
company is putting in place a new C$300 million revolver due in
2022 to replace the existing $100 million revolver maturing in
2018.

"The CFR was affirmed because the refinance transaction is
leverage-neutral (pro forma adjusted Debt/EBITDA remains below
4.5x)," said Peter Adu, Moody's AVP. "The PDR was upgraded because
the company's new debt capital is now comprised of unsecured notes
as well as secured bank facilities", Adu added.

The following rating actions were taken:

Rating Assigned:

Issuer: Clearwater Seafoods Incorporated

US$250M Unsecured Notes due 2025, B3 (LGD5)

Ratings Affirmed:

Issuer: Clearwater Seafoods Limited Partnership

Corporate Family Rating, B2; to be moved at close

SGL-2 Speculative Grade Liquidity Rating; to be moved at close

Rating Upgraded:

Issuer: Clearwater Seafoods Limited Partnership

Probability of Default Rating, to B2-PD from B3-PD; to be moved at
close

Ratings Unchanged:

Issuer: Clearwater Seafoods Limited Partnership

C$100M Revolving Credit Facility due 2018, B1 (LGD2); to be
withdrawn at close

C$30M (Face Value) First Lien Term Loan A due 2018, B1 (LGD2); to
be withdrawn at close

C$45M (Face Value) Delayed Draw First Lien Term Loan A due 2018, B1
(LGD2); to be withdrawn at close

US$258M (Face Value) First Lien Term Loan B due 2019, B1 (LGD2); to
be withdrawn at close

Outlook Actions:

Issuer: Clearwater Seafoods Limited Partnership

Remains Stable; to be withdrawn at close

Issuer: Clearwater Seafoods Incorporated

Assigned as Stable

RATINGS RATIONALE

Clearwater's B2 CFR primarily reflects its exposure to exogenous
factors such as foreign currency fluctuations and weather patterns
which create volatility in results, the potential for elevated
leverage (adjusted Debt/EBITDA) through acquisitions periodically
(leverage rose to 6.5x pro forma after the MacDuff acquisition in
late 2015), and small scale. These factors are offset by Moody's
expectation of leverage below 4x within 12 to 18 months (pro forma
4.3x as of December 31, 2016), the company's vertically integrated
structure, strong market presence, and ownership of valuable
shellfish quotas in Canada and Argentina that create barriers to
entry. The rating also considers the company's strong margins, good
geographic and customer diversity, and the attractive long term
growth prospects in the premium shellfish seafood industry
supported by growing demand from emerging markets

The B3 rating on the unsecured notes, one notch below the B2 CFR,
reflects their contractual subordination to first lien debt ranking
above them.

Clearwater has good liquidity (SGL-2 rating). The company's sources
of liquidity exceed C$270 million compared to consumptive free cash
flow of $30 million due to higher capital expenditures for the new
clam vessel, about C$6 million of deferred payments associated with
the MacDuff acquisition, and $0.35 million of term loan
amortization in the next four quarters. Clearwater's liquidity is
supported by cash of C$40 million at Q4/2016 and more than C$230
million of availability under its new C$300 million revolving
credit facility that matures in 2022 (net of US$10 million term
loan due in June 2017). With the company tripling the size of its
revolver as part of the refinancing transaction, Moody's consider
the large availability as dry powder to support the company's
acquisition aspirations. Clearwater's revolver will have total and
senior leverage covenants and Moody's expects at least 20% cushion
through the next 4 to 6 quarters. Clearwater has limited
flexibility to generate liquidity from asset sales.

The outlook is stable because the company has the ability to
organically reduce leverage below 4x, but given its very large
unused revolver, it is possible that it will relever with another
acquisition.

A ratings upgrade to B1 will require Clearwater to maintain ample
liquidity and consistently positive annual free cash flow
generation, while Moody's will need to gain confidence that the
company will sustain adjusted Debt/EBITDA below 4.5x (pro forma
4.3x) even after making a large acquisition. Clearwater's ratings
could be downgraded to B3 if operating results soften such that
adjusted Debt/EBITDA is sustained above 6x (pro forma 4.3x), or if
free cash flow were to turn negative for an extended period.
Significant deterioration in liquidity, possibly caused by
debt-funded acquisitions could also lead to a downgrade.

The principal methodology used in these ratings was Global Protein
and Agriculture Industry published in May 2013.

Clearwater is a vertically-integrated harvester, processor, and
distributor of premium shellfish, with fishing quotas in Canada and
Argentina and license ownership in the UK. Revenue for the fiscal
year ended December 31, 2016 was C$612 million, with about 34%
generated in Asia, 40% in Europe, and 26% in North America. The
company is headquartered in Bedford, Nova Scotia.


CLEARWATER SEAFOODS: S&P Assigns B+ CCR & Rates Secured Loans BB
----------------------------------------------------------------
S&P Global Ratings said it assigned its 'B+' long-term corporate
credit rating and stable outlook to Clearwater Seafoods Inc.

At the same time, S&P Global Ratings assigned its 'BB' issue-level
rating and '1' recovery rating to subsidiary Clearwater Seafoods
L.P.'s proposed C$300 million revolver and C$35 million term loan.
In addition, S&P Global Ratings assigned its 'B+' issue-level
rating and '4' recovery rating to parent Clearwater's proposed
US$250 million senior unsecured notes. A '1' recovery rating
represents S&P's expectation of very high (90%-100%; rounded
estimate 95%) recovery, and a '4' recovery rating represents
average (30%-50%; rounded estimate 40%) recovery in a default
scenario.  The proceeds from the facility will be used to repay the
existing first-lien term loan, delayed draw loan, and revolver at
Clearwater Seafoods L.P. (B+/Stable/--).

Clearwater is a harvester, processor, and distributor of premium
quality shellfish and seafood products around the world.

"The ratings reflect Clearwater's small market position and scale
in the highly competitive and fragmented global seafood market, and
our expectation of leverage in the mid-4x area," said S&P Global
Ratings credit analyst Nayeem Islam.

Clearwater's business risk profile reflects its position as the
largest holder of shellfish quota in Canada and proven record of
operating in the highly regulated seafood industry.  The company
has modestly improved its diversity following the 2015 acquisition
of Macduff Shellfish Group, which provided access to new products,
species, and distribution markets.  However, this is more than
offset by Clearwater's limited scale and narrow diversity compared
with that of much larger agribusiness companies, which exacerbate
the inherent volatility in the commercial fishing industry.

Although Clearwater has modestly improved its diversity through the
Macduff acquisition, S&P believes the company's exposure to
earnings volatility owing to catch availability, regulatory
changes, foreign exchange fluctuations, weather conditions, and
timing of vessel refits all constrain the business risk profile.
This is evidenced by the recent pressure in 2016 margins due to
excess clam inventory, lower scallop and shrimp quotas, and poor
lobster quality.  Nevertheless, S&P believes expanded distribution
in the U.K. along with more cost-efficient harvesting should
support reported EBITDA margins of 19%-20% (including EBITDA
attributable to noncontrolling interests).

The stable outlook reflects S&P Global Ratings' expectation that
Clearwater will maintain adjusted debt-to-EBITDA in the mid-4x area
and EBITDA interest coverage of about 3.5x, as it enhances its
market position in the premium shellfish and seafood segment
through modest acquisitions and organic revenue growth driven by
strong global demand.

S&P could lower the ratings if the company were to sustain
debt-to-EBITDA above the mid-5x area due to acquisitions, with no
clear path of deleveraging.  S&P could also lower the rating if
weak earnings and cash flow from adverse market conditions,
operating disruptions, or integration problems cause leverage to
increase above 5x or EBITDA interest coverage to drop toward 2x.
S&P estimates that a more than 150-basis-points decline in EBITDA
margins could push credit measures toward our downside thresholds.

S&P could raise the ratings if the company demonstrates a more
conservative financial policy by maintaining debt-to-EBITDA of
about 3x and EBITDA interest coverage above 6x.  S&P believes such
a scenario would likely coincide with an improving business risk
profile driven by enhanced global market position, scale and
diversity, along with lower volatility in earnings.



COLISEUM TALLAHASSEE: Hires M. Lanier Suber as Accountant
---------------------------------------------------------
Coliseum Tallahassee, LLC seeks approval from the US Bankruptcy
Court for the Northern District of Florida, Tallahassee Division,
to employ M. Lanier Suber, CPA as CPA to give the Debtor tax advice
with respect to necessary tax forms for the Debtor's business and
preparation of the DIP monthly reports.

The accountant's fee for the services is at a regular billing rate
at $150.00 per hour.

M Lanier Suber declares that she has no connection with the
Debtor's creditors, or any other party in interest.

The CPA can be reached through:

     M Lanier Suber, CPA
     523 Killearn Center Blvd
     Tallahassee, FL 32309, USA
     Phone: 850-668-1040

Coliseum Tallahassee, LLC, sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. N.D. Fla. Case No. 17-40071) on Feb.
28, 2017.  

Robert Bruner, Esq., serves as the Debtor's legal counsel.


COMSTOCK MINING: Enters Equity Purchase Agreement with Leviston
---------------------------------------------------------------
On April 7, 2017, Comstock Mining Inc. entered into an equity
purchase agreement with Leviston Resources LLC for the purchase of
up to $3,250,000 shares of the Company's common stock from time to
time, at the Company’s option, on terms deemed favorable to the
Company. Any shares offered and sold will be issued pursuant to the
Company’s shelf registration statement on Form S-3 declared
effective by the SEC on February 5, 2016.

Sales of common stock, if any, under Agreement may be made in sales
deemed to be "at-the-market" equity offerings as defined in Rule
415 promulgated under the Securities Act of 1933, as amended, or
the Securities Act, at a discount of 10.0% to the lowest intra-day
reported sales price of the common stock on the date that Leviston
receives a capital call from the Company.

In consideration of Leviston's agreement to enter the Purchase
Agreement, the Company agreed to deliver additional shares of
common stock with value of $162,500 to Leviston, for no additional
consideration, on the first settlement date with respect to a put
notice delivered by the Company. The Company agreed to pay $15,000
to Leviston for a documentation fee for preparing the Purchase
Agreement.

A full-text copy of the Form 8-K is available for free at:
https://is.gd/CGqMjX

                    About Comstock Mining

Virginia City, Nev.-based Comstock Mining Inc. is a Nevada-based,
gold and silver mining company with extensive, contiguous property
in the historic Comstock district.  The Company began acquiring
properties in the Comstock District in 2003.  Since then, the
Company has consolidated a substantial portion of the Comstock
district, secured permits, built an infrastructure and brought the
exploration project into test mining production.  The Company
continues acquiring additional properties in the Comstock district,
expanding its footprint and creating opportunities for exploration
and mining.  The goal of the Company's strategic plan is to deliver
stockholder value by validating qualified resources
(measured and indicated) and reserves (probable and proven) of
3,250,000 gold equivalent ounces by 2013, and commencing commercial
mining and processing operations by 2011, with annual production
rates of 20,000 gold equivalent ounces.

Comstock Mining reported a net loss of $12.96 million on $5.07
million of total revenues for the year ended Dec. 31, 2016,
compared to a net loss of $10.45 million on
$18.49 million of total revenues for the year ended Dec. 31, 2015.

As of Dec. 31, 2016, Comstock had $33.84 million in total assets,
$19.42 million in total liabilities and $14.41 million in total
stockholders' equity.


COMSTOCK RESOURCES: Carl Westcott Holds 6.06% Stake as of April 11
------------------------------------------------------------------
During the period of March 16, 2017, through April 12, 2017, a net
209,544 shares of Common Stock were sold by Carl H. Westcott on his
own behalf and on behalf of the other reporting persons for an
aggregate price of approximately $2,164,438.

As of April 11, 2017, Carl Westcott beneficially owns 926,058
shares of common stock of Comstock Resources, Inc. representing
6.06% based on 15,283,541 shares of Common Stock outstanding, as
reported by the Company in its definitive proxy statement on
Schedule 14A filed on April 3, 2017.

Each of Court H. Westcott and Carla Westcott directly holds 4,000
and 9,008 shares of Common Stock, respectively, over which Carl H.
Westcott shares dispositive power, but not voting power, pursuant
to trading authorizations.  Additionally, Carl H. Westcott shares
dispositive power, but not voting power, pursuant to trading
authorizations, of 13,500, 2,050, and 2,000 shares of Common Stock
held by Peter Underwood, Francisco Trejo, Jr., and Rosie Greene,
respectively.  Commodore Partners holds 288,000 shares of Common
Stock, over which Carl H. Westcott holds shared voting and
dispositive power with Court H. Westcott as the managers of Carl
Westcott, LLC, the sole general partner of Commodore Partners.  GK
Westcott holds 19,000 shares of Common Stock, over which Carl H.
Westcott holds shared voting and dispositive power with Court H.
Westcott as the managers of Carl Westcott, LLC, the sole general
partner of GK Westcott.

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

                     https://is.gd/5Ne4p4

                  About Comstock Resources

Comstock Resources, Inc. is an independent energy company based in
Frisco, Texas and is engaged in oil and gas acquisitions,
exploration and development primarily in Texas and Louisiana.  The
Company's stock is traded on the New York Stock Exchange under the
symbol CRK.

Comstock incurred a net loss of $135.1 million in 2016 and a net
loss of $1.0 billion in 2015.  As of Dec. 31, 2016, Comstock
Resources had $889.87 million in total assets, $1.16 billion in
total liabilities and a total stockholders' deficit of $271.26
million.

                        *     *     *

As reported by the TCR on Sept. 23, 2016, S&P Global Ratings raised
its corporate credit rating on Comstock Resources Inc. to 'CCC+'
from 'SD' (selective default).  The outlook is negative.  "The
rating actions on Comstock are in conjunction with the Sept. 6,
2016, close of their comprehensive debt exchange and our assessment
of the company's revised capital structure and credit profile,"
said S&P Global Ratings credit analyst Aaron McLean.

Comstock Resources carries a 'Caa2' corporate family rating from
Moody's Investors Service.


CROWN HOLDINGS: S&P Lowers Rating on $2.4BB Sr. Facility to 'BB+'
-----------------------------------------------------------------
S&P Global Ratings lowered its issue-level rating on the $2.4
billion senior secured credit facility issued by Philadelphia-based
packaging producer Crown Holdings Inc.'s subsidiaries to 'BB+' from
'BBB-' and revised its recovery rating on the facility to '2' from
'1'.  The '2' recovery rating indicates S&P's expectation for
substantial (70%-90%; rounded estimate: 85%) recovery in the event
of a payment default.

S&P lowered its issue-level rating and revised our recovery rating
on the facility because the company has upsized the U.S. term loan
portion of the facility by $200 million.  While S&P's updated
recovery analysis includes a somewhat higher recovery valuation due
to the higher fixed charges for the new facility, this was not
sufficient to offset the increase in the size of facility.
Ultimately, S&P's recovery expectations have not materially
changed, they have simply shifted just below the 90% threshold that
S&P requires for a '1' recovery rating.

Following this upsizing, Crown's new $2.4 billion senior secured
credit facility will consist of a $650 million five-year revolving
credit facility available to Crown Americas LLC; a $700 million
multicurrency revolver available to Crown Americas LLC, Crown Metal
Packaging Canada L.P., and Crown European Holdings S.A.; a $50
million five-year Canadian revolving credit facility available to
Crown Metal Packaging Canada L.P.; a $750 million five-year term
loan A; and a EUR275 million five-year term loan A.

                          RECOVERY ANALYSIS

Key analytical factors

   -- S&P's analysis assumes a simulated default in 2022--which is

      consistent with the typical time to default for issuers that

      S&P rates 'BB' and 'BB+'--and a somewhat higher gross
      enterprise value (EV) of $4.239 billion.  S&P applied a 6.0x

      multiple to an estimated distressed emergence EBITDA of $706

      million.  The multiple is in line with those that S&P uses
      for Crown's peers that share a similar business risk profile

      assessment.  A payment default would require a substantial
      and unexpected decline in Crown's profitability and cash
      flow, likely caused by a sharp drop in demand for metal
      containers, cost pressures, client attrition, and the
      substitution of plastic for metal packaging.

   -- S&P assumes that roughly 25% of this value relates to the
      U.S. (Crown Americas and domestic subsidiaries), 45% to
      foreign subsidiaries (Crown European Holdings or CEH and
      subsidiaries), and 30% to various joint-venture (JV)
      interests (20% for Asian JVs, which roll up under CEH, and
      10% for the Latin American JVs, which roll up under Crown
      Americas).

   -- Credit facility borrowings in the U.S. benefit from a lien
      on most of Crown's domestic assets (excluding mortgages on
      real estate and 35% of the equity in its foreign
      subsidiaries) and 65% of the equity in its first-tier
      foreign subsidiaries.  Direct borrowings by foreign
      subsidiaries have additional guarantees and collateral.  S&P

      assumes the $1.4 billion revolver is 85% drawn at default,
      with slightly more than half of the amount borrowed abroad.
      A collection allocation mechanism would equalize recovery
      rates for all bank tranches, despite the better guarantor
      and collateral terms for the non-U.S. borrowings.

   -- The senior notes issued by CEH would have a structurally
      senior claim to the non-U.S. EV (relative to U.S. debt),
      although this claim is unsecured and effectively junior to
      foreign secured borrowings (including those under the credit

      facility).  Although S&P's analysis suggests the possibility

      of a recovery above 70%, it has capped its recovery rating
      on this debt at '3', which indicates a recovery of 50%-70%.
      This reflects S&P's practice of capping unsecured recovery
      ratings on debt issued by companies that S&P rates in the
      'BB' category at '3' to reflect the heightened risk that
      such companies may change their capital structure in ways
      that could impair unsecured recovery prospects.

   -- The '6' recovery rating on Crown America's unsecured notes
      reflects S&P's expectation for negligible recovery (0%-10%).

      While these notes are uaranteed by Crown's domestic
      subsidiaries they are effectively junior to the substantial
      amount of secured debt and structurally senior borrowings at

      foreign nonguarantor subsidiaries.  The unsecured debentures

      issued by Crown Cork and Seal also have a '6' recovery
      rating as they are structurally junior to Crown's other debt

      because they lack guarantees from operating subsidiaries.

Simulated default and valuation assumptions:

   -- Simulated year of default: 2022
   -- Emergence EBITDA/multiple/gross EV: $706 million/6.0x/$4.239

      Billion

Simplified waterfall:

   -- Net EV (after 5% administrative costs): $4.027 billion
   -- Valuation split (JVs/Crown European/Crown Americas):
      30%/45%/25% JV net EV: $1.208 billion
   -- JV direct borrowings (estimated): $128 million
   -- JV third-party equity interests: $218 million
   -- Residual JV value (split Crown Americas/Crown European):
      $862 million ($137 million/$725 million)
   -- Crown European net EV: $1.812 billion
   -- Adjustment to Crown European EV for accounts receivables
      securitizations: $192 million
   -- Net value from JV interests: $725 million
   -- Net value available to Crown European creditors:
      $2.345 billion
   -- Foreign credit facility borrowings: $909 million
   -- Crown European unsecured notes: $1.975 billion
      -- Recovery expectations-full range/rounded estimate: Capped

      at 50%-70%/65%
   -- Residual value available to U.S. creditors: None
   -- Crown Americas EV: $1.007 billion
   -- Adjustment for U.S. accounts/receivable securitizations:
      $132 million
   -- Net value to Crown Americas from JV interests/collateral
      (65%): $137 million/$89 million
   -- Estimated credit facility collateral value: $1.872 billion*
   -- Secured credit facility debt: $2.124 billion
   -- Estimated recovery from collateral/total: 88%/89%
      -- Recovery expectations-full range/rounded estimate: 70%-
      90%/85%
   -- Total value available to unsecured claims: $48 million
   -- Crown Americas senior unsecured notes: $1.431 billion
   -- Deficiency claim on secured credit facility: $251 million
   -- Total unsecured claims: $1.682 billion
      -- Recovery expectations-full range/rounded estimate: 0%-
      10%/0%
   -- Remaining value for debentures: $0
   -- Unguaranteed debentures: $410 million
      -- Recovery expectations-full range/rounded estimate:
      0%-10%/0%

Note: Debt amounts include six months of prepetition interest.

* Estimated collateral available to the credit facility includes
direct foreign borrowings of $909 million, $875 million from Crown
Americas, and 65% of the equity in the Latin American JVs
($89 million).  S&P assumes the $1.4 billion revolving credit
facility is 85% drawn at default, with roughly 54% of this amount
borrowed abroad.  S&P do not adjust for deficits on pensions and
other post retirement liabilities because the estimated
postretirement funding deficits are below our materiality threshold
(10% of estimated debt at default).

Calculation of emergence EBITDA:

   -- Default EBITDA proxy (int. exp.+amortization+minimum capex):

      $585 million ($326 million+$52 million+$207 million)
   -- Key assumptions (cyclicality adj./operational adj.): 5%/15%
   -- Emergence EBITDA (default EBITDA proxy+cycl. adj.+op. adj.):

      $706 million($585 million+$29 million+$92 million)

Fixed charge calculation: S&P's default EBITDA proxy does not
include scheduled amortization that exceed 5% of the original
principal (adjusted for prepayments), as large scheduled payments
are generally not expected to be met with cash flow.

RATINGS LIST

Crown Holdings Inc.
Corporate Credit Rating                BB/Stable/--

Ratings Lowered; Recovery Ratings Revised
                                        To              From
Crown Americas LLC
Crown European Holdings S.A.
Crown Metal Packaging Canada L.P.
Senior Secured                         BB+             BBB-
  Recovery Rating                       2(85%)          1(90%)


CUMBERLAND FARMS: Moody's Assigns B1 Corporate Family Rating
------------------------------------------------------------
Moody's Investors Service assigned ratings to Cumberland Farms,
Inc. including a B1 Corporate Family Rating, B1-PD Probability of
Default Rating and B3 senior unsecured notes rating. A stable
rating outlook was also assigned. All ratings are subject to review
of final documentation.

Cumberland Farms proposes to raise $300 million senior unsecured
notes due 2025, along with its recently amended $500 million senior
secured revolver due 2022 (unrated), to repay $191 million of
existing debt, put $107 million of cash on the company's balance
sheet and to pay fees and expenses. The cash is expected to be used
primarily to continue to build new stores and raze and rebuild
existing stores into the new "AIM" format.

Assignments:

Issuer: Cumberland Farms, Inc.

-- Probability of Default Rating, Assigned B1-PD

-- Corporate Family Rating, Assigned B1

-- Senior Unsecured Regular Bond/Debenture (Local Currency),
    Assigned B3(LGD5)

RATINGS RATIONALE

The B1 Corporate Family Rating reflects Cumberland Farms' favorable
comparison to higher rated peers -- in terms of a lower reliance on
volatile fuel prices as a percentage of total revenue and gross
profit, merchandise gross profit margins and fuel margins on a
cents per gallon basis. The ratings also consider the company's
success with the transition to its new store design which has
driven improved merchandise margins, a better merchandise mix with
strong performance from its prepared and fresh foods, and increased
customer loyalty. Moody's expects the company's results will
benefit from its plans to open more AIM format stores and complete
raze and rebuilds of legacy stores into the new more profitable
format.

Ratings also take into consideration Moody's expectations that
Cumberland Farms' leverage will be high as earnings lag debt raised
to fund its new store growth -- about 5.2x Moody's adjusted
debt/EBITDA at the end of 2018. This level of leverage is of
concern given the company's modest level of overall earnings. A
modest decline in earnings, without any corresponding reduction in
debt, could cause leverage to increase by as much as a turn.
Partially offsetting this concern is the company's ability to
curtail development capex and reduce the amount of future
borrowings to fund new store growth if necessary. Also considered
is Cumberland Farms' small size in terms of numbers of stores and
geographic concentration -- 90% of its stores are in the northeast
US -- relative to peers. While this market has proven to be
successful for Cumberland Farms, this exposes the company to local,
regional, and nationwide economic swings as well as competitors'
promotional activities from the company's larger, more diversified
peers.

Cumberland Farms has good liquidity as evidenced by Moody's
expectation that the company will be able to cover its debt service
and maintenance capex needs using internally generated cash flow
and cash on hand. Moody's projects the company will utilize its
$500 million revolver to fund a portion of its development capex
each year, with about half of the availability used by the end of
2018. The company's credit agreement will require the company be in
compliance with leverage and interest coverage financial
maintenance covenants, at levels to be determined. Cumberland Farms
owns about 85% of its properties, but the credit agreement will
have a first priority lien on all present and future property and
assets of the company and a mortgage requirement for more than 50%
of its owned properties.

The B3 rating on the company's senior unsecured notes -- two
notches below the Corporate Family Rating -- reflect the amount of
secured debt ahead of it in the capital structure -- namely the
unrated $500 million secured revolver.

The stable rating outlook reflects Moody's expectation that
Cumberland Farms will maintain debt/EBITDA of between 5.0x to 5.5x
and EBITDA/interest expense of 3.0x to 3.5x as it grows its new
store base over the next few years.

Ratings could be upgraded if Cumberland Farms were to maintain
leverage below 4.5x on a sustained basis with EBIT/interest expense
above 2.0x. An upgrade would also require the company maintain at
least adequate liquidity. A downgrade could occur if the company's
growth plans do not achieve a level of earnings sufficient to
maintain debt/EBITDA below 5.0x and EBIT/interest above 1.5x.

The principal methodology used in these ratings was Retail Industry
published in October 2015.


CYTORI THERAPEUTICS: Receives FDA Approval for RELIEF Trial
-----------------------------------------------------------
On April 6, 2017, Cytori Therapeutics, Inc., received approval from
the U.S. Food and Drug Administration of an Investigational Device
Exemption for a pilot clinical trial to evaluate Cytori Cell
Therapy™ in patients with thermal burn injury.  This trial, named
the RELIEF trial, is a continuation of the Company's research and
development efforts under its contract with the Biomedical Advanced
Research and Development Authority, a division of the U.S.
Department of Health and Human Services.

The RELIEF trial will assess safety and feasibility of intravenous
delivery of Cytori Cell Therapy as an adjunct to usual care in
patients with thermal burn injuries covering between 20% and 50% of
their body surface area.  The trial is approved to enroll up to 30
patients in up to 10 U.S. sites.  Initiation of RELIEF is dependent
upon execution of a contract option by BARDA to provide the
necessary funds.

The RELIEF Trial is designed as a prospective, open-label, parallel
group, usual care controlled, multi-center randomized (2:1, active:
usual care alone) safety and feasibility study targeting thermal
burns. Subjects will have at least one deep partial or full
thickness burn wound that is to be autografted with a meshed split
thickness skin graft (STSG). Subjects randomized to Cytori Cell
Therapy will undergo small volume fat harvest (100 to 150 mL)
during scheduled burn surgery followed by intravenous delivery of
Cytori Cell Therapy. Subjects randomized to usual care will not
undergo a fat harvesting procedure.

A full-text copy of Form 8-K is available for free at:
https://is.gd/7ZlQFv

                       About Cytori

Based in San Diego, California, Cytori Therapeutics (NASDAQ: CYTX)
-- http://www.cytori.com/-- is an emerging leader in providing
patients and physicians around the world with medical technologies,
which harness the potential of adult regenerative cells from
adipose tissue.  The Company's StemSource(R) product line is sold
globally for cell banking and research applications.

Cytori reported a net loss allocable to common stockholders of
$19.4 million on $4.83 million of product revenues for the year
ended Dec. 31, 2015, compared with a net loss allocable to common
stockholders of $38.5 million on $4.95 million of product revenues
for the year ended Dec. 31, 2015.

As of Sept. 30, 2016, Cytori had $36.84 million in total assets,
$23.17 million in total liabilities and $13.67 million in total
stockholders' equity.

KPMG LLP, in San Diego, California, issued a "going concern"
qualification on the consolidated financial statements for the year
ended Dec. 31, 2015, citing that the Company's recurring losses
from operations and liquidity position raises substantial doubt
about its ability to continue as a going concern.


DEEP HARBOR FARM: Case Summary & Unsecured Creditor
---------------------------------------------------
Debtor: Deep Harbor Farm, LLC
        P.O. Box 280
        Tilghman, MD 21671

Case No.: 17-15336

Business Description: The Company owns a single family home that
                      has 2,016 sq ft and was built in 1996
                      located at 21730 Deep Harbor Farm Road
                      Sherwood, MD 21665.  It contains 4 bedrooms

                      and 4 bathrooms.

Chapter 11 Petition Date: April 17, 2017

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

Judge: Hon. Thomas J. Catliota

Debtor's Counsel: Daniel Alan Staeven, Esq.
                  RUSSACK ASSOCIATES LLC
                  100 Severn Avenue, Suite 101
                  Annapolis, MD 21403
                  Tel: 410-505-4150
                  E-mail: dan@russacklaw.com

Estimated Assets: $500,000 to $1 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Alexander Doty, sole member.

The Debtor listed the QueensTown Bank of Maryland as its unsecured
creditor holding a claim of $1.2 million.

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

          http://bankrupt.com/misc/mdb17-15336.pdf


DELIVER BUYER: Moody's Assigns B2 CFR on High Financial Leverage
----------------------------------------------------------------
Moody's Investors Service assigned a B2 Corporate Family Rating
(CFR) and a B3-PD Probability of Default Rating to Deliver Buyer,
Inc. Concurrently, Moody's assigned B2 ratings to the company's
proposed $25 million senior secured revolver and $240 million
senior secured term loan. Proceeds from the new bank credit
facilities will be used to partially fund the acquisition of MHS by
Thomas H. Lee Partners, LP. The rating outlook is stable.

RATINGS RATIONALE

The rating reflects MHS's modest scale, high degree of financial
leverage (Moody's adjusted Debt-to-EBITDA in excess of 6.0x at
close), and pronounced customer concentration. MHS's dependence on
several key customers (top two account for over 80% of sales)
leaves the company vulnerable to changes in customer capital
expenditure budgets and susceptible to pricing pressure. This heavy
reliance on a small customer base heightens the need for strong
execution in the fast-growing material handling industry where
competitors are vying to gain market share and deepen customer
penetration. The relatively lumpy and large-sized nature of
customer contracts further amplifies the need for consistent
operational performance, while the recent underperformance of a
contract at a customer's facility highlights the risks associated
with the company's fixed-price contracts.

Somewhat mitigating these concerns is Moody's expectation of robust
customer demand over the next few years supported by favorable
secular trends such the proliferation of e-commerce and the
resultant need for courier companies to upgrade and automate their
networks. These trends are expected to translate to solid topline
growth over the next few years. The rating also favorably reflects
MHS's growing backlog which facilitates near-term revenue
visibility and the potential for relatively robust free cash flow
generation in fiscal 2018 and beyond.

The stable outlook reflects favorable industry conditions and
expectations that the company will successfully execute its growth
strategy. This should support earnings growth and reduce leverage
to at or below 5x over the next 12 to 18 months.

Moody's expects MHS to maintain an adequate liquidity profile over
the next 12 months. Pro forma cash balances are anticipated to be
modest and amortization on term debt will be minimal at 1% per
annum. Near term free cash flow generation will be muted in the
face of elevated capital expenditures to support the expansion of
company headquarters although the prospects for improved cash flow
generation after 2017 appear favorable. External liquidity will be
provided by a $25 million 5-year revolving credit facility. The
facility is expected to contain a total net leverage covenant and
Moody's anticipate the company maintaining ample cushions.
Alternative liquidity sources are deemed to be limited given the
predominantly all-asset pledge to the company's senior secured
lenders.

The ratings could be upgraded if Debt-to-EBITDA was expected to
remain below 4.0x. A track record of strong operational execution
and the maintenance of a good liquidity profile would be
prerequisites to any upgrade. Given the company's small scale and
pronounced customer concentration, Moody's would expects MHS to
maintain credit metrics that are stronger than levels typically
associated with companies at the same rating level.

The ratings could be downgraded if Debt-to-EBITDA was expected to
remain above 6.0x. A weakening liquidity profile with reduced free
cash flow generation and an increased reliance on revolver
borrowings could also pressure the rating downward. Execution
missteps that resulted in weakened operational performance such
that EBITDA margins declined to around 10% could also result in a
downgrade.

The following is a summary of rating actions:

Issuer: Deliver Buyer, Inc.

Corporate Family Rating, assigned B2

Probability of Default Rating, assigned B3-PD

$25 million senior secured revolver due 2022, assigned B2 (LGD3)

$240 million senior secured term loan due 2024, assigned B2 (LGD3)

MHS Holdings Inc. ("MHS"), headquartered in Louisville, Kentucky,
the parent company for Material Handling Systems Inc. and Santa
Rosa Systems LLC, designs, engineers, builds and installs conveyors
and automated sortation systems primarily for the parcel industry.

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


DELIVER BUYER: S&P Assigns 'B' CCR; Outlook Stable
--------------------------------------------------
S&P Global Ratings said that it has assigned its 'B' corporate
credit rating to Deliver Buyer Inc.  The outlook is stable.

Kentucky-based MHS Holdings is being acquired by private-equity
firm Thomas H. Lee, which the company will finance with a
combination of debt and common equity.

At the same time, S&P assigned its 'B' issue-level rating and '3'
recovery rating to the company's $240 million first-lien term loan
B due 2024 and $25 million revolving credit facility.  The '3'
recovery rating indicates S&P's expectation for meaningful recovery
(50%-70%; rounded estimate: 55%) in a default scenario.

"Our ratings on Deliver Buyer reflect the company's small size, the
narrow scope of its operations, and the limited diversity of its
end markets, customers, and product/service offerings," said S&P
Global credit analyst Tatiana Kleiman.  "These factors are partly
offset by the company's relatively good market position in its
niche, its long-standing customer relationships, its relatively
stable profitability, and its positive industry growth
fundamentals."  S&P's ratings also incorporate the company's
increased debt leverage following the proposed acquisition and its
ownership by a private-equity financial sponsor.  S&P expects
Deliver Buyer's credit metrics to improve slightly over S&P's
forecast period as its increased revenue and earnings are offset by
potential debt-financed mergers and acquisitions (M&A) such that
its debt-to-EBITDA declines to just under 5x and its funds from
operations (FFO)-to-debt ratio improves to the low teens percent
area by the end of 2017.

The stable outlook on Deliver Buyer reflects S&P's expectation that
the company's credit ratios will improve marginally while remaining
appropriate for the current rating over the next 12 months as its
revenue and earnings increase on the rising demand for warehouse
automation.  S&P expects the company to maintain a debt-to-EBITDA
metric of 4.5x-5.0x and a FFO-to-debt ratio of around 14% through
2018.

Although unlikely, S&P could lower its ratings on Deliver Buyer
over the next year if its debt-to-EBITDA metric rises above 7x,
which would indicate a more aggressive financial risk profile than
S&P anticipated.  This increase would likely be due to an
acquisition or dividend.

It is unlikely that S&P will raise its ratings on Deliver Buyer
over the next year.  However, S&P could raise its ratings if it
believes that the company will maintain a FFO-to-debt ratio in the
high-teens percent area or if its debt-to-EBITDA approaches 4x and
remains there on a sustained basis.


DISH NETWORK: S&P Affirms 'B+' CCR & Revises Outlook to Negative
----------------------------------------------------------------
S&P Global Ratings said it affirmed all ratings on Englewood,
Colo.-based DISH Network Corp., including the 'B+' corporate credit
rating, and revised the outlook to negative from stable.

"The outlook revision reflects the announced award of $6.2 billion
worth of spectrum licenses in the recently completed broadcast
incentive auction, which significantly exceeded our expectations
thus increasing the likelihood that leverage could rise above our
downgrade trigger of 6.0x over the next year," said S&P Global
Ratings credit analyst Rose Askinazi.

The negative outlook reflects the potential for leverage to
increase beyond S&P's 6.0x threshold for the rating, given the
potential for incremental debt related to the AWS-3 spectrum
re-auction.  Absent additional spectrum purchases, S&P believes
DISH has the ability to maintain leverage at pro-forma levels in
the 5.5x-5.7x range by using discretionary cash to reduce debt,
offsetting the impact of lower earnings on credit ratios.

S&P could lower the rating if adjusted leverage increases above
6.0x or free cash flow to debt falls below 5% with no clear path
for improvement.  While S&P do not believe DISH will look to fund a
wireless build-out on its own, S&P believes the array of options
available to it (such as acquisitions, spectrum sharing, or joint
ventures) could bring additional investment requirements that could
push leverage above this threshold.  It is also possible that
competitive pressures in its pay-TV business could cause earnings
to deteriorate more than we expect, such that leverage rises above
6.0x.

S&P could revise the outlook to stable over the next year if it has
increased confidence that leverage will remain comfortably below
6.0x.  This would most likely come from the lack of additional debt
related to AWS-3 spectrum, debt reduction, and margin stabilization
stemming from a focus on more profitable subscribers.


DISH NETWORK: Spectrum Spending No Impact on Fitch BB- IDR
----------------------------------------------------------
DISH Network Corp.'s (DISH) ratings are not affected by its
spending in the TV Broadcast Incentive Auction, according to Fitch
Ratings. Fitch previously estimated that DISH had capacity for
auction-related spending of roughly $6 billion as of Dec. 31, 2016.
However, the company's prefunding of cash to use for the spectrum
auction eliminated any incremental debt capacity within Fitch's
expectations for the current rating.

The Federal Communications Commission (FCC) announced the auction's
winning bids on April 13, 2017. DISH, through the ParkerB.com
Wireless LLC entity, made winning bids totalling $6.2 billion. At
the close of the auction, the total net remaining payment was $4.7
billion - net of a $1.5 billion upfront down payment made in the
third quarter of 2016, prior to the start of the auction. The final
balance is due by May 11, 2017.

The current ratings consider the potential capital requirements and
execution risk associated with DISH's wireless strategy. There is
significant asset value and strategic optionality associated with
DISH's wireless spectrum investment. The company's wireless
initiatives remain in a development stage, although DISH indicated
that it plans on building out its own narrowband Internet of Things
(IOT) network to meet buildout requirements. Fitch believes DISH
may still consider monetizing a portion or all of its spectrum if
the price is right, or seek a partnership with another wireless
carrier to enhance the capabilities of its network and reduce the
amount of capital requirements for a stand-alone buildout.

In August 2016, Fitch revised DISH's Outlook to Negative after the
company issued $3 billion of convertible notes for strategic
transactions, including spectrum-related transactions, which
initially increased pro forma leverage to 5.6x at June 30, 2016.
The Negative Outlook reflects the company's lack of capacity for
incremental debt and limited room for further deterioration of
DISH's operating profile. At the time of the review, Fitch expected
DISH to have the ability to reduce leverage below 5x over the next
18 - 24 months. However, Fitch communicated that in the event DISH
does not focus on debt reduction and refinances upcoming
maturities, a downgrade would be warranted.

DISH's issuance of $1 billion of convertible notes in March 2017
further pressures its credit profile, resulting in pro forma
leverage of 5.8x as of Dec. 31, 2016. Proceeds from the offering
are expected to be used for the same strategic initiatives.
Although the issuance extends Fitch estimated deleveraging
timeframe, Fitch still believes the company has the ability to
meaningfully reduce debt with its ample FCF generation. The
Negative Outlook incorporates enhanced risk around the lack of a
publicly articulated financial policy.

Fitch rates DISH and DISH DBS Corp. as follows:

DISH Network Corp.
-- Long-Term IDR 'BB-';
-- Senior unsecured notes 'BB-/RR4'.

DISH DBS Corp.
-- Long-Term IDR 'BB-';
-- Convertible notes 'BB-/RR4'.

The Rating Outlook is Negative.


DOWLING COLLEGE: Sales Procedures for IP Addresses Approved
-----------------------------------------------------------
Judge Robert E. Grossman of the U.S. Bankruptcy Court for the
Eastern District of New York authorized Dowling College's sales
procedures in connection with the sale of Internet protocol numbers
("IP Addresses").

These procedures will govern the sale of the IP Addresses, and,
subject to these procedures and except as otherwise provided, the
Debtor may consummate the sale of the IP Addresses without further
order of the Court:

    a. Each asset sale may only be completed on 14 days' written
notice the Notice Parties.

    b. The Proposed Sale Notice will include: (i) a description of
the IP Addresses to be sold; (ii) the purchase price being paid for
such IP Addresses; (iii) the name and address of the purchaser, as
well as a statement that the purchaser is not an insider or
affiliate of the Debtor; (iv) a copy of the proposed letter of
intent, purchase agreement, or other documentation intended to
govern the sale; and (v) the identities of any parties holding
liens on the IP Addresses.

    c. If no written objection from a party in interest is received
within the 14-day notice period, then the Debtor may immediately
consummate the transaction, including making any disclosed payments
to Hilco Streambank on account of its compensation.  If a written
objection to any sale is received by the Debtor within the 14-day
notice period then, absent a settlement, Court approval of the sale
will be required.

    d. All purchasers will take the IP Addresses sold by the Debtor
"as is, where is," without any representations or warranties from
the Debtor as to the quality or fitness of such IP Addresses for
their intended or any particular purpose.  The sale of the IP
Addresses in accordance with these procedures will be free and
clear of all liens, claims, interests and encumbrances.

    e. All sales of IP Addresses will be subject to approval of the
transfer of the IP Addresses by ARIN, and if being transferred out
of the region, approval of the relevant transferee's RIR.

    f. The Debtor will keep a detailed accounting of the proceeds
of all such dispositions.

Upon the consummation of any sale of the IP Addresses, after Hilco
Streambank is paid its commission from the sale proceeds of the IP
Addresses, the Debtor will pay the remaining net cash proceeds to
the administrative agent for its post-petition senior secured
lenders ("DIP Agent"), which payment will be applied to the
Debtor's Obligations in accordance with the terms of that certain
Debtor-in-Possession Multi-Draw Term Loan Promissory Note dated as
of Nov. 29, 2016, by and among the Debtor and each lender party
thereto and the DIP Agent.

                     About Dowling College

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

Dowling College sought Chapter 11 bankruptcy protection (Bankr.
E.D.N.Y. Case No. 16-75545) on Nov. 30, 2016, estimating assets of
$100 million to $500 million and debt of less than $100 million.
The Debtor is represented by Klestadt Winters Jureller Southard &
Stevens, LLP.  Ingerman Smith, LLP and Smith & Downey, PA have
been
tapped as special counsel.  Robert Rosenfeld of RSR Consulting,
LLC, serves as its chief restructuring officer while Garden City
Group, LLC serves as its claims and noticing agent.  The Debtor
has
also hired FPM Group, Ltd., as consultants; Eichen & Dimeglio, PC
as accountants; A&G Realty Partners, LLC and Madison Hawk
Partners,
LLC as real estate advisors; and Hilco Streambank and Douglas
Elliman serve as brokers.

Judge Robert E. Grossman presides over the Debtor's bankruptcy
case.

The Office of the U.S. Trustee on Dec. 9, 2016, appointed three
creditors of Dowling College to serve on the official committee of
unsecured creditors.  The Committee named SilvermanAcampora LLP as
its counsel.


DR. LUIS A VINAS: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Dr. Luis A. Vinas, MD PA.
        550 S. Quadrille Avenue, Suite 100
        West Palm Beach, FL 33401

Case No.: 17-14765

Business Description: The Company is engaged in the health care
                      business and is 100% owned by Dr. Luis A.
                      Vinas.  Dr. Vinas is Board Certified by The
                      American Board of Plastic Surgery.  For over
                      two decades, Dr. Vinas has been nationally
                      recognized for his surgical techniques and
                      minimally invasive surgical procedures.  Dr.
                      Vinas is a plastic surgeon specializing in
                      cosmetic and reconstructive surgery
                      including facelifts, tummy tucks, breast
                      augmentation, single-stage breast  
                      reconstruction, liposuction, body
                      contouring, and anti-aging procedures.

Chapter 11 Petition Date: April 17, 2017

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

Judge: Hon. Paul G. Hyman, Jr.

Debtor's Counsel: Nicholas B. Bangos, Esq.
                  NICHOLAS B. BANGOS, P.A.
                  100 SE 2nd Street, Suite 3400
                  Miami, FL 33131
                  Tel: 305.375.9220
                  Fax: 305.375.8050
                  E-mail: nbangos@diazreus.com

Estimated Assets: $0 to $50,000

Estimated Liabilities: $1 million to $10 million

The petition was signed by Luis A Vinas, MD, president and 100%
owner.

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

      http://bankrupt.com/misc/flsb17-14765.pdf


E.W. SCRIPPS: S&P Assigns 'BB' Rating on New $400MM Unsec. Notes
----------------------------------------------------------------
S&P Global Ratings assigned its 'BB' issue-level rating and '3'
recovery rating to The E.W. Scripps Co.'s proposed $400 million
senior unsecured notes due 2025.  The '3' recovery rating indicates
S&P's expectation for a substantial recovery (50%-70%; rounded
estimate: 65%) of principal in the event of a payment default.

S&P also assigned its 'BBB-' issue-level and '1' recovery ratings
to the company's proposed $125 million senior secured revolving
credit facility due 2022.  The '1' recovery rating indicates S&P's
expectation for a very high recovery (90%-100%; rounded estimate:
95%) of principal in the event of a payment default.  The proposed
credit facility would replace the company's outstanding $100
million revolver due 2018.

S&P's 'BB' corporate credit rating and stable rating outlook on the
company are not affected by the proposed transaction.

This transaction is leverage neutral as the company is using the
proceeds to repay its existing first-lien term loan.  Pro forma for
the transaction, average trailing-eight-quarter leverage will
remain in the mid-2x area as of Dec. 31, 2016.

RATINGS LIST

The E.W. Scripps Co.
Senior Unsecured
  $400 mil. notes due 2025                         BB
   Recovery Rating                                 3(65%)
Senior Secured
  $125 mil. revolving credit facility due 2022     BBB-
   Recovery Rating                                 1(95%)


ENERGY FUTURE: Texas Regulators Finalize "No" Vote on Oncor
-----------------------------------------------------------
Andrew Scurria, writing for The Wall Street Journal Pro Bankruptcy,
reported that NextEra Energy Inc. can't acquire one of the largest
U.S. electricity transmission businesses, Texas regulators said,
reaffirming a preliminary decision that has roiled debt markets and
upset a heavily negotiated bankruptcy deal.

According to the report, the Public Utility Commission of Texas, or
PUCT, adopted a written order at a public hearing disapproving of
the proposed sale of Oncor Electric Delivery Co. as against the
public interest.

The regulator's decision likely disrupts yet again the
debt-restructuring plans of Energy Future Holdings Corp., Oncor's
80% shareholder, which has spent nearly three years under chapter
11 protection, the report related.  Energy Future's stake in Oncor,
a cash-producing, regulated business, was supposed to be the source
of cash to fund a massive bankruptcy-exit package, the report
further related.

Commissioners had signaled on March 30 that they were unlikely to
let the proposed combination go through, the report said.  The
final order adopted Thursday cements those findings and concludes
that the merger would provide few tangible benefits for ratepayers
while exposing Oncor to new risks by linking its credit profile
with NextEra's, the report added.

The PUCT decision marks the second time regulators have nixed a
deal to transfer ownership of Oncor during the Energy Future
bankruptcy proceeding, the report related.  Last year, the PUCT
derailed an attempted takeover by Hunt Consolidated Inc., after
which Energy Future rewrote its restructuring plan around the
NextEra combination, the report further related.

Now Energy Future and its creditors may have to scrap that
framework, which also underpinned an $800 million settlement
between bondholder groups over disputed bond premiums, the report
said.  The PUCT decision doesn't automatically tank the bondholder
settlement, but Energy Future had been counting on proceeds from
Oncor to fund the settlement payments, the report added.

NextEra had said it wouldn't go through with the Oncor acquisition
if regulators insisted on "deal killers," including ringfencing and
other restrictions on how the business is run, the report said.
The PUCT took NextEra at its word and rejected the deal rather than
approving it subject to conditions, the report added.

                      About Energy Future

Energy Future Holdings Corp., formerly known as TXU Corp., is a
privately held diversified energy holding company with a Portfolio
of competitive and regulated energy businesses in Texas.

Oncor, an 80 percent-owned entity within the EFH group, is the
largest regulated transmission and distribution utility in Texas.

The Company delivers electricity to roughly three million delivery
points in and around Dallas-Fort Worth. EFH Corp. was created in
October 2007 in a $45 billion leverage buyout of Texas power
company TXU in a deal led by private-equity companies Kohlberg
Kravis Roberts & Co. and TPG Inc.

On April 29, 2014, Energy Future Holdings and 70 affiliated
companies sought Chapter 11 bankruptcy protection (Bankr. D. Del.
Lead Case No. 14-10979) after reaching a deal with some key
financial stakeholders to keep its businesses operating while
reducing its roughly $40 billion in debt.

The Debtors' cases have been assigned to Judge Christopher S.
Sontchi (CSS).

As of Dec. 31, 2013, EFH Corp. reported assets of $36.4 billion in
book value and liabilities of $49.7 billion.  The Debtors have $42
billion of funded indebtedness.

EFH's legal advisor for the Chapter 11 proceedings is Kirkland &
Ellis LLP, its financial advisor is Evercore Partners and its
restructuring advisor is Alvarez & Marsal.  The TCEH first lien
lenders supporting the restructuring agreement are represented by
Paul, Weiss, Rifkind, Wharton & Garrison, LLP as legal advisor,
and Millstein & Co., LLC, as financial advisor.

The EFIH unsecured creditors supporting the restructuring
Agreement are represented by Akin Gump Strauss Hauer & Feld LLP,
as
legal advisor, and Centerview Partners, as financial advisor.  The
EFH equity holders supporting the restructuring agreement are
represented by Wachtell, Lipton, Rosen & Katz, as legal advisor,
and Blackstone Advisory Partners LP, as financial advisor.  Epiq
Systems is the claims agent.

Wilmington Savings Fund Society, FSB, the successor trustee for
The second-lien noteholders owed about $1.6 billion, is
represented
by Ashby & Geddes, P.A.'s William P. Bowden, Esq., and Gregory A.
Taylor, Esq., and Brown Rudnick LLP's Edward S. Weisfelner, Esq.,
Jeffrey L. Jonas, Esq., Andrew P. Strehle, Esq., Jeremy B. Coffey,
Esq., and Howard L. Siegel, Esq.  An Official Committee of
Unsecured Creditors has been appointed in the case. The Committee
represents the interests of the unsecured creditors of only Energy
Future Competitive Holdings Company LLC; EFCH's direct subsidiary,
Texas Competitive Electric Holdings Company LLC; and EFH Corporate
Services Company, and of no other debtors.  The Committee has
selected Morrison & Foerster LLP and Polsinelli PC for
representation in this high-profile energy restructuring.  The
lawyers working on the case are James M. Peck, Esq., Brett H.
Miller, Esq., and Lorenzo Marinuzzi, Esq., at Morrison & Foerster
LLP; and Christopher A. Ward, Esq., Justin K. Edelson, Esq.,
Shanti M. Katona, Esq., and Edward Fox, Esq., at Polsinelli PC.

                       *     *     *

In December 2015, the Bankruptcy Court confirmed the Debtors'
reorganization plan, which contemplated a tax-free spin of the
company's competitive businesses, including Luminant and TXU
Energy, and the $20 billion sale of its holdings in non-debtor
electricity transaction unit Oncor Electric Delivery Co. to a
consortium of investors.  But the Plan became null and void after
certain first lien creditors notified the occurrence of a "plan
support termination event."

The Debtors filed a new plan of reorganization on May 1, 2016, as
subsequently amended.  The new Chapter 11 plan features
alternative
options for dealing with the Company's stake in electricity
transmission unit Oncor.

On Aug. 29, 2016, Judge Sontchi confirmed the Chapter 11 exit
plans
of two of Energy Future Holdings Corp.'s subsidiaries, power
generator Luminant and retail electricity provider TXU Energy Inc.
(the "T-Side Debtors").  The Plan became effective on Oct. 3,
2016.

On Sept. 21, 2016, the Debtors filed the E-Side Plan and the
Disclosure Statement for the Fourth Amended Joint Plan of
Reorganization of Energy Future Holdings Corp., et al., Pursuant
to
Chapter 11 of the Bankruptcy Code as it Applies to the EFH Debtors
and EFIH Debtors.


ENZYME FORMULATIONS: 100% Recovery for Unsecureds Under Latest Plan
-------------------------------------------------------------------
Enzyme Formulations Inc. and Howard F. Loomis, Jr., filed with the
U.S. Bankruptcy Court for the Western District of Wisconsin an
amended disclosure statement in support of their joint chapter 11
plan of reorganization, dated April 7, 2017, a full-text copy of
which is available at:

          http://bankrupt.com/misc/wiwb3-17-10315-128.pdf

The Plan provides payment of all unsecured claims in full, in cash,
with the exception of the claims of Jerome M. Fisher against both
Debtors, who has agreed to a reduced payment on all of his claims
as part of a negotiated settlement. All secured creditors will
receive reinstatement of their claims under 11 U.S.C.  section
1124. The Plan further provides that all of EFI's current equity
holders will retain their interests in EFI's after the Plan is
confirmed.

The amended plan states that EFI filed four omnibus motions to
reject various executory contracts under section 365 of the
Bankruptcy Code and requested that the Court establish a Rejections
Claims Bar Date for filing Rejection Claims. The right to assert a
Claim or bring an objection will be waived unless a creditor
complies with the deadlines set by the Bankruptcy Court.

The latest plan also asserts that in 1994, EFI borrowed money from
creditor Fisher to start EFI’s business. The loan to EFI was made
in the form of two notes with an original aggregate principal
amount of $419,635.21. Fisher concurrently issued a loan to Loomis
in the form of a note with an original principal amount of
$208,104.29. Loomis also personally guaranteed EFI's loan. In
subsequent years, Fisher extended additional loans to each of EFI
and Loomis. The total outstanding principal amount of Fisher's
loans to EFI as of the Petition Date was $1,162,138.47. The total
outstanding principal amount of Fisher's loans to Loomis as of the
Petition Date was $368,318.03.

The Debtors are seeking Confirmation of the Plan at a hearing
scheduled for May 17, 2017, which will be held before the Honorable
Catherine J. Furay, at the U. S. Bankruptcy Court, 120 North Henry
Street, Madison, Wisconsin 53703.

The Troubled Company Reporter reported on March 21, 2017, that
Jerome M. Fisher's Unsecured Claims against Howard F. Loomis, Jr.
-- estimated at $3,435,000 -- are impaired by the Plan. On the
Effective Date or as soon as reasonably practicable thereafter,
except to the extent that Mr. Fisher agrees to less favorable
treatment, in full and final satisfaction, settlement, release, and
discharge of and in exchange for Mr. Fisher's Unsecured Claims
against Mr. Loomis, Mr. Fisher will receive $100,000 in one
lump-sum cash payment on account of his Allowed Unsecured Claims
against Mr. Loomis; provided, however, that this payment must be
made no later than 60 days following the Effective Date.

                About Enzyme Formulations

Enzyme Formulations, Inc., based in Madison, WI, filed a Chapter
11
petition (Bankr. W.D. Wis. Case No. 17-10315) on Feb. 3, 2017.
The
Hon. Catherine J. Furay presides over the case. Matthew D. Lee,
Esq., at Foley & Lardner LLP, as bankruptcy counsel.

In its petition, the Debtor estimated $1 million to $10 million in
both assets and liabilities.  The petition was signed by Howard F.
Loomis, Jr., president.


EXCO RESOURCES: Will Sell Texas Oil & Gas Properties for $300-Mil.
------------------------------------------------------------------
EXCO Resources, Inc. entered into a purchase and sale agreement
with a subsidiary of Venado Oil and Gas, LLC, an affiliate of KKR,
to divest its oil and natural gas properties in South Texas.  The
purchase price of $300 million is subject to customary closing
conditions and adjustments based on an effective date of Jan. 1,
2017.  The properties to be divested include the Company's
interests in oil and natural gas properties and surface acreage in
Zavala, Frio and Dimmit counties in Texas.  These properties
produced approximately 4,100 BOE per day (~90% oil) during December
2016.  The Company expects the transaction to close in June 2017.

"EXCO's planned divestiture of the South Texas oil and natural gas
properties represents an important step in its portfolio
optimization initiative and will improve its financial flexibility.
The Company intends to use the proceeds to fund drilling and
development of its core Haynesville and Bossier shale assets in
North Louisiana and East Texas and for other general corporate
purposes," the Company stated in the press release.

After the closing of the sale, the borrowing base under the
Company's revolving credit agreement will be $100 million.  The
next borrowing base redetermination under the Credit Agreement is
set to occur in November 2017.

BMO Capital Markets served as the Company's exclusive financial
advisor for the transaction.

                        About EXCO

EXCO Resources, Inc. -- http://www.excoresources.com/-- is an oil
and natural gas exploration, exploitation, acquisition, development
and production company headquartered in Dallas, Texas with
principal operations in Texas, Louisiana and Appalachia.

Exco Resources reported a net loss of $225.3 million on $271
million of total revenues for the year ended Dec. 31, 2016,
compared to a net loss of $1.19 billion on $355.70 million of total
revenues for the year ended Dec. 31, 2015.  As of Dec. 31, 2016,
Exco Resources had $661.41 million in total assets, $1.53 billion
in total liabilities and a total shareholders' deficit of $871.90
million.

KPMG LLP, in Dallas, Texas, issued a "going concern" qualification
on the consolidated financial statements for the year ended
Dec. 31, 2016, citing that probable failure to comply with a
financial covenant in its credit facility as well as significant
liquidity needs, raise substantial doubt about the Company's
ability to continue as a going concern.

                        *    *    *

In December 2016 Moody's Investors Service downgraded EXCO
Resources' corporate family rating to 'Ca' from 'Caa2'.  "EXCO's
downgrade reflects its eroded liquidity position which is
insufficient to fully fund development expenditures at the level
required to stem ongoing production declines," commented Andrew
Brooks, Moody's vice president.  "Absent an injection of additional
liquidity, the source of which is not readily identifiable, EXCO
could face going concern risk as it confronts an unsustainable
capital structure."

In March 2017, S&P Global Ratings raised its corporate credit
rating on Dallas-based E&P company EXCO Resources to 'CCC-' from
'SD' (selective default).  The rating outlook is negative.


EXPERIMENTAL MACHINE: Court Extends Exclusivity to May 17
---------------------------------------------------------
Judge Nancy Alquist extended Experimental Machine, Inc.'s exclusive
period to file a plan through May 17, 2017, and its exclusive
solicitation period through July 16, 2017.

As previously reported by The Troubled Company Reporter, the Debtor
said it has not filed its first disclosure statement or plan of
reorganization because it is continuing the process of evaluating
its options regarding assuming or rejecting its current lease. The
Landlord has consented to increasing the timeline to assume or
reject leases by 90 days.

               About Experimental Machine

Experimental Machine, Inc., filed a chapter 11 petition (Bankr. D.
Md. Case No. 16-25294) on Nov. 18, 2016.  The Debtor tapped Michael
S. Myers, Esq., at Scarlett, Croll & Myers, P.A., as counsel.
Clark Machinery Sales, LLC, serves as sales broker and Bruce Caulk,
C.P.A. and his firm Naden/Lean, LLC serves as accountant to the
Debtor.


FANNIE MAE: Fitch Affirms 'C/RR6' Preferred Stock Rating
--------------------------------------------------------
Fitch Ratings has affirmed Fannie Mae's and Freddie Mac's 'AAA'
Long-term Issuer Default Ratings (IDRs) and Stable Outlook. These
rating actions follow Fitch's affirmation of the United States of
America's (U.S.) 'AAA' Long-term Foreign and Local Currency IDRs on
April 11, 2017.

KEY RATING DRIVERS

IDRs, UNSECURED DEBT, SUPPORT RATINGS, SUPPORT RATING FLOORS

Fannie Mae's and Freddie Mac's ratings are directly linked to the
U.S. sovereign rating, based on Fitch's view of the U.S.
government's direct financial support of the two housing government
sponsored enterprises (GSEs).

The housing GSEs are among the most active issuers in the capital
markets, benefiting from meaningful financial support from the U.S.
government. A key rating driver and Fitch's rationale for aligning
the GSEs' ratings to the U.S. government rating is the U.S.
Treasury's Senior Preferred Stock Purchase Agreement (PSPA).

Under the PSPA, the U.S. Treasury is required to inject funds into
Fannie Mae and Freddie Mac to maintain positive net worth, so that
each firm can avoid being considered technically insolvent by their
conservator. The remaining funding available to Fannie Mae and
Freddie Mac is $117.6 billion and $140.5 billion, respectively.

In accordance with the dividend provision of the PSPA and quarterly
directives from their conservator, the GSEs are currently obligated
to pay the U.S. Treasury the amount if their net worth from the
preceding fiscal quarter-end exceeds the applicable capital reserve
amount. This capital reserve amount was $1.2 billion for 2016; it
decreased to $600 million in 2017 and will decrease to zero in
2018. The GSEs will no longer retain any of their net worth
commencing in 2018 and will be unable to build capital, as the
entire amount of their net earnings will be remitted to the
Treasury at the end of each quarter.

Fitch believes the likelihood of additional draws from the U.S.
Treasury could increase over time, specifically if the U.S.
corporate tax rate is lowered significantly from its present level,
causing a write-down of the GSEs' deferred tax assets. Although not
expected, draws could also become necessary if economic conditions
worsen materially, causing credit performance of the GSEs' loan
books to deteriorate, or if interest rates fall rapidly.
Nonetheless, additional capital draws from the Treasury would not
change Fitch's current view of the ratings in light of the U.S.
government's direct financial support assumptions.

SUBORDINATED DEBT AND OTHER HYBRID SECURITIES

The terms of Fannie Mae and Freddie Mac's subordinated debt require
the deferral of interest payments if the firms fail to maintain
specified capital levels. However, in a 2008 statement, the
Director of FHFA stated that the GSEs would continue to make
interest and principal payments on the subordinated debt, even if
the minimum capital levels are not maintained. Fitch's 'AA-'
ratings on the subordinated debt reflects the conservator's
willingness to support these obligations and the current timeliness
of interest and principal on these obligations.

Fannie Mae's and Freddie Mac's 'C'/'RR6' preferred stock ratings
reflect the ongoing deferral of payments and very low prospects for
recovery.

RATING SENSITIVITIES

IDRs, UNSECURED DEBT, SUPPORT RATINGS, SUPPORT RATING FLOORS

Fannie Mae's and Freddie Mac's ratings are directly linked to the
U.S. sovereign rating and will continue to move in tandem. Although
not expected, if at some point, Fitch perceives a reduction in
government support, the ratings of the GSEs may be delinked from
the sovereign and downgraded.

Deterioration in Fannie Mae's or Freddie Mac's available liquidity
and/or inability to access capital markets over an extended period
may result in negative rating actions, irrespective of the U.S.
sovereign rating.

SUBORDINATED DEBT AND OTHER HYBRID SECURITIES

Should the FHFA change its position regarding the payment of the
GSEs' subordinated debt obligations or if there were any deferral
of interest or principal payments, Fitch would likely downgrade the
ratings on the subordinated debt.

Given the ongoing deferral of dividends and low prospects for
recovery on Fannie Mae's and Freddie Mac's preferred stock
obligations, Fitch does not envision any changes to the 'C'/'RR6'
ratings for the foreseeable future.

Fitch has affirmed the following ratings:

Fannie Mae (Federal National Mortgage Association)
-- Long-term IDR at 'AAA'; Outlook Stable;
-- Short-term IDR at 'F1+';
-- Support rating at '1';
-- Support floor at 'AAA';
-- Short-term debt at 'F1+';
-- Senior unsecured at 'AAA';
-- Subordinated debt at 'AA-';
-- Preferred stock at 'C'/'RR6'.

Freddie Mac (Federal Home Loan Mortgage Corporation)
-- Long-term IDR at 'AAA'; Outlook Stable;
-- Short-term IDR at 'F1+';
-- Support rating at '1';
-- Support floor at 'AAA';
-- Short-term debt at 'F1+';
-- Senior unsecured at 'AAA';
-- Subordinated debt at 'AA-';
-- Preferred stock at 'C'/'RR6'.


FENG LI: Not Entitled to $1.2M Fee He Took for Client in NY Case
----------------------------------------------------------------
Jeannie O'Sullivan, writing for Bankruptcy Law360, reports that a
state appeals panel said that ethics authorities already determined
disbarred New Jersey attorney Feng Li had not been entitled to the
$1.2 million fee he took for his representation in a New York case.
According to the report, the decision dealt a blow to Mr. Li, who
appealed the $1 million judgment the Superior Court entered against
him over a client's lawsuit alleging the fee contravened their
retainer agreement.

As reported by the Troubled Company Reporter on Feb. 11, 2015,
Law360 reported that six former clients of Mr. Li urged the Third
Circuit to keep him on the hook for a $938,000 debt in bankruptcy
court, arguing his petition for bankruptcy's one goal was to shirk
the substantial debt he owed former clients.


FIELDPOINT PETROLEUM: Mike Herman Hikes Stake to 6.22%
------------------------------------------------------
In a Schedule 13D filed with the Securities and Exchange
Commission, Michael Herman disclosed that as of Jan. 15, 2017, he
beneficially owns 663,423 shares of common stock of FieldPoint
Petroleum Corporation, representing 6.22% of total shares
outstanding.

On Oct. 16, 2016, Mr. Herman purchased 442,282 shares of Common
Stock of the Company at $0.45 per share.

On Jan. 15, 2017, HFT Enterprises, LLC, of which Mr. Herman is a
control person, purchased an additional 221,141 shares at $0.45 per
share.  The funds used for the purchase were Mr. Herman's personal
funds and HFT's corporate funds.

The securities of the Company were acquired pursuant to the terms
of a Stock and Mineral Interest Purchase Agreement dated August 12,
2017, between the Company and HFT.  The securities purchased by Mr.
Herman and HFT were for investment.  Mr. Herman and/or HFT reserve
the right to acquire or dispose of additional shares of the
Company's common stock, either in open market purchases or in
private transactions.  

HFT Enterprises, LLC, of which Mr. Herman is a control person,
entered into a Stock and Mineral Lease Purchase Agreement dated
Aug. 12, 2016, with the Issuer whereby the Issuer agreed to sell
and issue to HFT a number of newly-issued shares of common stock of
the Issuer equal to 19.9% of the total number of issued and
outstanding shares of common stock of the Issuer as measured on
August 12, 2016, for a price of $0.45 per share.

A full-text copy of the Schedule 13D is available for free at:
https://is.gd/hCBOlH

                  About Fieldpoint Petroleum

FieldPoint Petroleum Corporation acquires, operates and develops
oil and gas properties.  Its principal properties include Block
A-49, Spraberry Trend, Giddings Field, and Serbin Field, Texas;
Flying M Field, Sulimar Field, North Bilbrey Field, Lusk Field, and
Loving North Morrow Field, New Mexico; Apache Field, Chickasha
Field, and West Allen Field, Oklahoma; Longwood Field, Louisiana;
and Big Muddy Field, Wyoming.  As of Dec. 31, 2015, the Company had
varying ownership interests in 472 gross wells (113.26 net).
FieldPoint Petroleum Corporation was founded in 1980 and is based
in Austin, Texas.

Fieldpoint incurred a net loss of $2.47 million for the year ended
Dec. 31, 2016, compared to a net loss of $10.98 million for the
year ended Dec. 31, 2015.  As of Dec. 31, 2016, Fieldpoint had
$8.76 million in total assets, $9.82 million in total liabilities
and a total stockholders' deficit of $1.05 million.

Hein & Associates LLP, in Dallas, Texas, issued a "going concern"
qualification on the consolidated financial statements for the year
ended Dec. 31, 2016, citing that the Company has suffered
recurring
losses, and has a working capital deficit.  This raises substantial
doubt about the Company's ability to continue as a going concern.  
  


FINJAN HOLDINGS: PTAB Issues Final Decision In Last of Seven IPRs
-----------------------------------------------------------------
Finjan Holdings, Inc., announced that on April 11, 2017, the Patent
Trial and Appeal Board for the United States Patent & Trademark
Office issued a final written decision on instituted Inter Partes
Reviews filed by Palo Alto Networks, Inc. (IPR2016-00159) and
joined by Blue Coat Systems, LLC, (IPR2016-01174).  The
consolidated proceedings related to challenges to certain claims of
Finjan's U.S. Patent 8,677,494 (the "'494 Patent").

Conclusively identical to its previous final decision on a petition
filed by Symantec (IPR2015-01892), also related to the '494 Patent,
the PTAB determined that only three method claims (i.e., 1, 2, and
6) were unpatentable while nine system claims (i.e., 3-5, and
10-15) were not unpatentable.  Substantively, to date, only 1
independent method claim has been invalidated through the IPR
process.  This most recent decision is the last of seven instituted
IPR proceedings against Finjan's patents.

"This final decision by the PTAB represents an important milestone
and metric of the durability and value of Finjan's cybersecurity
patents," stated Julie Mar-Spinola, CIPO of Finjan Holdings, Inc.
"Finjan's patents have overcome 46 original IPR petitions, totaling
more than 70 administrative challenges.  Of the seven instituted
IPR proceedings and more than a dozen ex parte proceedings the
portfolio remains remarkably unchanged.  We believe this is a
direct testament to the quality of Finjan's patented inventions and
the focus on the merits that we maintain in vigorously defending
these patents today."

Summary of IPRs Instituted:

  Patent and Case Number      Petitioner      Decision
  ----------------------      ----------      --------
U.S. Patent No. 8,141,154    PANW joined by  Not unpatentable
IPR-2015-01979               Symantec        (no changes)

U.S. Patent No. 8,141,154    PANW joined by  Not unpatentable
IPR2016-00151                Symantec        (no changes)

U.S. Patent No. 8,677,494    Symantec joined  Mixed (3 method
IPR2015-01892                by Blue Coat     claims unpatentable,
                                              1 independent claim)

US Patent No. 7,647,633      PANW joined by   Not unpatentable
IPR2015-01974                Blue Coat        (no changes)

US Patent No. 8,225,408      PANW joined by   Not unpatentable
IPR2015-02001                Blue Coat        (no changes)

US Patent No. 8,225,408      Consolidated     Not unpatentable
IPR2016-00157                with             (no changes)
                             IPR2015-02001

US Patent No. 8,677,494      PANW joined by   Identical outcome
IPR2016-00159                Blue Coat        to IPR2015-01892

Finjan has pending district court actions or appeals against Palo
Alto Networks, Inc., Symantec Corporation, Blue Coat Systems, LLC.,
FireEye, Inc., ESET and its affiliates, and Cisco Systems, Inc.,
relating to, collectively, more than 20 patents in the Finjan
portfolio.  The court dockets for the foregoing cases are publicly
available on the Public Access to Court Electronic Records (PACER)
website, www.pacer.gov, which is operated by the Administrative
Office of the U.S. Courts.

                       About Finjan

Finjan Holdings, Inc., formerly known as Converted Organics --
http://www.finjan.com/-- is a leading online security and
technology company which owns a portfolio of patents, related to
software that proactively detects malicious code and thereby
protects end-users from identity and data theft, spyware, malware,
phishing, trojans and other online threats.  Founded in 1997,
Finjan is one of the first companies to develop and patent
technology and software that is capable of detecting previously
unknown and emerging threats on a real-time, behavior-based basis,
in contrast to signature-based methods of intercepting only known
threats to computers, which were previously standard in the online
security industry.

For the year ended Dec. 31, 2016, Finjan reported net income of
$350,000 compared to a net loss of $12.60 million for the year
ended Dec. 31, 2015.  As of Dec. 31, 2016, Finjan had $18.30
million in total assets, $3.93 million in total liabilities, $13.48
million in redeemable preferred stock and $886,000 in total
stockholders' equity.


FOREVERGREEN WORLDWIDE: Will Need to Meet 'High' Quality Standard
-----------------------------------------------------------------
Forevergreen Worldwide Corporation, a company specializing in the
development, manufacturing and marketing of a comprehensive line of
meal replacements shakes, nutritional beverages, and marine
phytoplankton products, said in a regulatory filing with the
Securities and Exchange Commission that its major challenges for
the next 12 months will be to respond to current economic
conditions and to properly manage its systems and logistics centers
around the world to support the demand for its products and
business opportunity.  Included in this challenge is the need to
continue to meet a high standard of quality and customer service
and maintain the highest levels of Member satisfaction.  

For the year ended Dec. 31, 2016, Forevergreen reported a net loss
of $5.90 million on $40.27 million of net total revenues for
theyear ended Dec. 31, 2016, compared to a net loss of $2.62
million on $67.12 million of net total revenues for the year ended
Dec. 31, 2015.  As of Dec. 31, 2016, Forevergreen had $5.72 million
in total assets, $13.37 million in total liabilities and a $7.64
million total stockholders' deficit.

At Dec. 31, 2016, the Company had cash and cash equivalents of
$187,136, a working capital deficit of $6,044,695 and accumulated
deficit of $42,746,469, negative cash flows from operations, and
has experienced cash flow difficulties.  This decrease from the
2015 working capital deficit of $3,692,776 was due to the
reductions of cash, accounts receivable, member advances, prepaid
expenses and inventory defined earlier.  During 2016 the Company
financed its operations with net cash flows from operations, the
issuance of promissory notes, and the sale of common stock.

The Company said it continues to monitor its cost structure and
implements cost saving measures deemed to be effective.  The
Company has initiated some new marketing initiatives to stimulate
growth in its monthly revenues, which combined with some new equity
financing is allowing the Company to continue to invest in its
expansion plan.  This plan has involved hosting a number of
industry leaders who are performing their due diligence on the
Company.  Additionally, the Company expects it will take advantage
of some international expansion opportunities.  These expansion
opportunities will continue to be evaluated and those which provide
the best opportunity for success will be pursued on a priority
basis.  New products have been and will continue to be introduced
to bolster Member recruiting and sales.  Management will make
improvements to the marketing plan to enhance the success that is
developed.  The Company intends to seek debt and equity financing
as necessary.

Management anticipates that future additional capital needed for
cash shortfalls will be provided by either debt or equity
financing.  "We may pay these loans with cash, if available, or
convert these loans into common stock.  Any private placement
likely will rely upon exemptions from registration provided by
federal and state securities laws.  The purchasers and manner of
issuance will be determined according to our financial needs and
the available exemptions.  We also note that if we issue more
shares of our common stock our shareholders may experience dilution
in the value per share of their common stock," the Company said.

Sadler, Gibb & Associates, LLC, in Salt Lake City, UT, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Dec. 31, 2016, citing that the
Company has suffered net losses since inception and has accumulated
a significant deficit.  These factors raise substantial doubt about
its ability to continue as a going concern.

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

                     https://is.gd/0auHQ8

                 About ForeverGreen Worldwide

Orem, Utah-based ForeverGreen Worldwide Corporation is a holding
company that operates through its wholly owned subsidiary,
ForeverGreen International, LLC.  The Company's product philosophy
is to develop, manufacture and market the best of science and
nature through innovative formulations as it produces and
manufactures a wide array of whole foods, nutritional supplements,
personal care products and essential oils.


FOUR CORNERS: Hires Goar Endriss & Walker as Accountant
-------------------------------------------------------
Four Corners Direct, Inc. seeks approval from the US Bankruptcy
Court for the Middle District of Florida, Tampa Division, to employ
James Goar, CPA of Goar, Endriss & Walker, P.A. to provide
accounting services.

Mr. Goar has agreed to prepare the Debtor's tax returns for $264
per hour, which is his standard billing rate for such services.

Mr. Goar attests that no one in his office currently represents a
creditor, manager, member, insider, lessor, lessee, party to an
executory contract of the Debtor, or person otherwise adverse or
potentially adverse to the Debtor or his Estate, on any matter,
whether such representation is related or unrelated to the Debtor
or his estate.

The Accountant can be reached through:

     James Goar, CPA
     GOAR, ENDRISS & WALKER, P.A.
     1590 1st St
     Sarasota, FL 34236
     Tel: (941) 366-6380
     Fax: (941) 954-5900
     Email: jgoar@gewcpa.com

Four Corners Direct, Inc., based in Sarasota, Florida, filed a
Chapter 11 petition (Bankr. M.D. Fla. Case No. 16-09620) on
November 8, 2016. Suzy Tate, Esq. serves as bankruptcy counsel.

In its petition, the Debtor indicated $0 in total assets and $10
million in total liabilities.  The petition was Martin Lothman,
president.

A list of the Debtor's 12 unsecured creditors is available for free
at http://bankrupt.com/misc/flmb16-09620.pdf


FREESEAS INC: KCG Americas Holds 1.80% Stake as of March 31
-----------------------------------------------------------
In an amended Schedule 13G filed with the Securities and Exchange
Commission, KCG Americas LLC discloses that as of March 31, 2017,
it beneficially owns 74,764 shares of common stock of Freeseas,
Inc, representing 1.80% of total shares outstanding as reported on
the OTCMarkets.com website as of March 28, 2017.  A full-text-copy
of Schedule 13G/A is available for free at: https://is.gd/1u5u5N

                       About FreeSeas Inc.

Headquartered in Athens, Greece, FreeSeas Inc., formerly known as
Adventure Holdings S.A., was incorporated in the Marshall Islands
on April 23, 2004, for the purpose of being the ultimate holding
company of ship-owning companies.  The management of FreeSeas'
vessels is performed by Free Bulkers S.A., a Marshall Islands
company that is controlled by Ion G. Varouxakis, the Company's
Chairman, President and CEO, and one of the Company's principal
shareholders.

The Company's fleet consists of six Handysize vessels and one
Handymax vessel that carry a variety of drybulk commodities,
including iron ore, grain and coal, which are referred to as "major
bulks," as well as bauxite, phosphate, fertilizers, steel products,
cement, sugar and rice, or "minor bulks."  As of
Oct. 12, 2012, the aggregate dwt of the Company's operational fleet
is approximately 197,200 dwt and the average age of its fleet is 15
years.

Freeseas reported a net loss of US$52.94 million on US$2.30 million
of operating revenues for the year ended Dec. 31, 2015, compared to
a net loss of US$12.68 million on US$3.77 million of operating
revenues for the year ended Dec. 31, 2014.  As of Dec. 31, 2015,
FreeSeas had US$18.71 million in total assets,
US$35.47 million in total liabilities and a total shareholders'
deficit of US$16.76 million.

RBSM LLP, in 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 operating
losses and has a working capital deficiency.  In addition, the
Company has failed to meet scheduled payment obligations under its
loan facilities and has not complied with certain covenants
included in its loan agreements and is in default in other
agreements with various counter parties.  Furthermore, the vast
majority of the Company's assets are considered to be highly
illiquid and if the Company were forced to liquidate, the amount
realized by the Company could be substantially lower that the
carrying value of these assets.  These conditions, among others,
raise substantial doubt about the Company's ability to continue as
a going concern.


FRESH MARKET: Moody's Lowers CFR to B3 on High Leverage
-------------------------------------------------------
Moody's Investors Service downgraded the Corporate Family Rating
and Probability of Default rating of The Fresh Market, Inc. to B3
from B2 and B3-PD from B2-PD respectively. Moody's also downgraded
the rating to the company's $100 million revolving credit facility
to Ba3 from Ba2 and downgraded the rating of its $800 million
senior secured notes to B3 from B2. The rating outlook is stable.

"Fresh Market's operating performance for the last 12 months has
been far below Moody's expectations and Moody's do not expects
credit metrics to improve to levels consistent with the current
rating in the next 12 months," Moody's Vice President Mickey Chadha
stated. "Increasing pricing pressure from larger and better
performing competitors coupled with new competitive openings in the
company's geographic footprint will make it very challenging to
meaningfully improve profitability in the next 12 months'" Chadha
further stated.

Downgrades:

Issuer: Fresh Market, Inc. (The)

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

-- Corporate Family Rating, Downgraded to B3 from B2

-- Senior Secured Bank Credit Facility, Downgraded to Ba3
    from Ba2 (LGD1)

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

Outlook Actions:

Issuer: Fresh Market, Inc. (The)

-- Outlook, Remains Stable

RATINGS RATIONALE

The Fresh Market Inc.'s B3 Corporate Family Rating reflects the
company's high leverage, relatively small scale, increasing
competition and geographic concentration in the Southeast. Moody's
estimates debt/EBITDA and EBIT/interest for the fiscal year ending
January 31, 2017 will be about 6.5 times and about 1.0 time and
leverage is expected to remain above 6.0 times for the current
fiscal year. Management has undertaken a number of strategic
initiatives to improve operating performance including price
investments which have resulted in lower operating and EBITDA
margins. However, lower prices have not resulted in improved
traffic and Moody's expects same store sales to continue to decline
for the majority of the current fiscal year. The company has slowed
its store re-launches under its new and improved format as it plans
to first assess the impact of these stores and evaluate customer
reciprocity to enhanced service levels in these stores and their
improved inventory selections. There have been 16 re-launches to
date and Moody's expects these re-launches to continue through
2018.

In addition to the volatility in financial policies inherent with
ownership by a financial sponsor, Moody's ratings also reflect the
execution risks associated with management's turnaround plan which
continues to be challenging to implement in an increasingly
competitive pricing and business environment which includes market
leaders like Whole Foods, Trader Joe's, Sprouts Farmers Market,
Publix and Harris Teeter. The proliferation of organic and natural
foods across the conventional and alternative food retail space is
expected to continue. This increased competitive environment will
pressure The Fresh Market's top line growth and margins as
consumers have a wider array of choices at potentially lower price
points.

Ratings also reflect The Fresh Market's attractive market niche and
its above average income demographic which is more resilient to
economic slowdowns and is less price sensitive. The company's good
free cash flow generation and good liquidity are also positive
rating factors. The company's non-unionized labor force is also a
distinct advantage over its unionized peers.

The ratings outlook is stable and reflects Moody's expectation that
financial policies will remain balanced and credit metrics and
operating performance will not deteriorate from current levels.

Ratings could be upgraded if operating performance improves such
that same store sales growth becomes consistently positive
accompanied with margin stability. In addition, an upgrade would
require maintaining adequate liquidity. Quantitatively, an upgrade
would require debt/EBITDA and EBIT/interest to be sustained below
5.75 times and above 1.25 times, respectively.

Ratings could be downgraded if operating performance does not
improve and negative trends in same store sales and operating
margins continue such that debt/EBITDA is sustained above 6.75
times or EBIT/interest does not demonstrate sequential improvement
from current levels such that it exceeds 1.0x. Ratings may also be
downgraded if liquidity erodes and financial policies, including
debt-financed share repurchases and acquisitions, become
aggressive.

The Fresh Market, Inc. headquartered in Greensboro, North Carolina
operates 177 grocery stores in 24 states with two thirds of its
stores in the Southeast. The company is owned by Apollo Global
Management, LLC. Revenues for the LTM period ending October 30,
2016 totaled $1.8 billion.

The principal methodology used in these ratings was Retail Industry
published in October 2015.


GASTAR EXPLORATION: Announces Monthly Dividend on Preferred Stock
-----------------------------------------------------------------
On April 10, 2017, Gastar Exploration Inc. announced it has
declared a monthly cash dividend on its 8.625% Series A Preferred
Stock and its 10.75% Series B Preferred Stock for April 2017.

The dividend on the Series A Preferred Stock is payable on May 1,
2017 to holders of record at the close of business on April 20,
2017.  The April 2017 dividend payment will be an annualized 8.625%
per share, which is equivalent to $0.1796875 per share, based on
the $25.00 per share liquidation preference of the Series A
Preferred Stock.  The Series A Preferred Stock is currently listed
on the NYSE MKT and trades under the ticker symbol "GST.PRA."

The dividend on the Series B Preferred Stock is payable on May 1,
2017 to holders of record at the close of business on April 20,
2017.  The April 2017 dividend payment will be an annualized 10.75%
per share, which is equivalent to $0.2239584 per share, based on
the $25.00 per share liquidation preference of the Series B
Preferred Stock.  The Series B Preferred Stock is currently listed
on the NYSE MKT and trades under the ticker symbol "GST.PRB."

A full-text copy of Form 8-K is available for free at
https://is.gd/BBvDWK

                  About Gastar Exploration

Houston, Texas-based Gastar Exploration Inc. --
http://www.gastar.com/-- is an independent energy company engaged
in the exploration, development and production of oil, condensate,
natural gas and natural gas liquids in the United States.  Gastar's
principal business activities include the identification,
acquisition, and subsequent exploration and development of oil and
natural gas properties with an emphasis on unconventional reserves,
such as shale resource plays.  

Gastar reported a net loss attributable to common stockholders of
$103.53 million on $58.25 million of total revenues for the year
ended Dec. 31, 2016, compared to a net loss attributable to common
stockholders of $473.98 million on $107.29 million of total
revenues for the year ended Dec. 31, 2015.

The Company's balance sheet as of Dec. 31, 2016, showed $300.20
million in total assets, $440.63 million in total liabilities and a
total stockholders' deficit of $140.43 million.

                      *      *      *

As reported by the TCR on March 15, 2016, Standard & Poor's Ratings
Services lowered its corporate credit rating on Gastar Exploration
to 'CCC-' from 'CCC+'.  The downgrade follows Gastar's
announcement
that it had just $29 million of cash on hand and a fully drawn
revolver.  The company's borrowing base current stands at $180
million, but will be reduced to $100 million at the earlier of the
close of the Appalachian asset sale or April 10, 2016.  Proceeds
from the Appalachian asset sale are expected to be $80 million.

In June 2016, Moody's Investors Service downgraded the Corporate
Family Rating of Gastar to 'Caa3' from 'Caa1'.  The rating outlook
was changed to 'negative' from 'stable'.  The downgrade of
Gastar's
CFR to Caa3 reflects the company's weakened liquidity and reduced
size following the sale of its Appalachian assets in April 2016.


GENERAL EXCAVATION: CCG Prohibits Use of Cash Collateral
--------------------------------------------------------
Commercial Credit Group, Inc., asks the U.S. Bankruptcy Court for
the Northern District of Alabama to prohibit General Excavation
Services, LLC's use of cash collateral.

CCG is a Delaware corporation with its principal place of business
located in Charlotte, North Carolina.

On Nov. 9, 2016, the Debtor executed in favor of CCG a Negotiable
Promissory Note and Security Agreement with monthly payment
requirements.  The Note is in monetary default.

CCG has a valid perfected first priority security interest in a
2014 Caterpillar Model D5K2LGPC8, Serial Number CAT0D5K2TKYY01142
and a 2014 Caterpillar Model 336EL, Serial Number CAT0336ELFJH01159
("First Priority Collateral").  CCG further perfected its security
interest in the Collateral through (i) the filing of UCC-1
Financing Statements with the Secretary of State for the State of
Alabama.

Pursuant to Section 363(c)(2) of the Bankruptcy Code, the Debtor is
prohibited from using cash collateral unless: (i) each entity that
has an interest in such cash collateral consents; or (ii) the
Court, after notice and a hearing, authorizes the Debtor's use of
cash collateral.

CCG has not consented to the Debtor's use of cash collateral.  The
Debtor has not requested nor received permission to use CCG's cash
collateral in violation of the Bankruptcy Code.  No budget for
operating the Debtor's business has been provided.

CCG asks the Court to enter an Order (i) prohibiting the Debtor's
use of cash collateral to the extent necessary to adequately
protect CCG's interest in the cash collateral; (ii) providing CCG
replacement liens and monthly status of cash collateral use and
generation; and (ii) granting to CCG such further or additional
relief as the Court deems proper.

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

    
http://bankrupt.com/misc/alnb17-01508_20_Cash_General_Excavation.pdf

Counsel for CCG:

          Jesse S. Vogtle, Jr., Esq.
          BALCH & BINGHAM LLP
          P.O. Box 306
          Birmingham, AL 35201
          Telephone: (205) 251-8100
          Facsimile: (205) 226-8799

               About General Excavation Services
      
General Excavation Services, LLC, is a engaged in excavation
contracting.  General Excavation Services sought Chapter 11
protection (Bankr. D. Ala. Case No. 17-01508) on April 7, 2017.
The petition was signed by James Isbell, managing member.  Judge
Sims D. Crawford is assigned to the case.  The Debtor estimated
assets in the range of $0 to $50,000 and $1 million to $10 million
in debt.  The Debtor taped C Taylor Crockett, Esq., at C. Taylor
Crockett, P.C., as counsel.


GETCHELL AGENCY: Hires Perkins Olson as Special Counsel
-------------------------------------------------------
The Getchell Agency seeks approval from the US Bankruptcy Court for
the District of Maine to employ Richard P. Olson, Esq. of Perkins
Olson, P.A. as special counsel for the Debtor to assist the Debtor
with matters related to the Debtor's pending disputes with respect
to certain claims asserted against the Debtor by the State of
Maine, Department of Health and Human Services; and Peter Hyatt, in
a proceeding pending before the Maine Human Rights Commission.

In addition, the Debtor may request authority for Special Counsel
to assist with or serve as disbursement agent for the post-petition
Plan disbursement responsibilities that Molleur Law Office had
previously agreed to undertake under the pending Plan, but the
Debtor has not yet determined whether that request will be made.
The Debtor is also requesting that the scope of Special Counsel's
employment be approved to include those services, to the extent it
is later determined they are desirable after disclosure or other
processes in the context of the pending Chapter 11 plan, final
report and decree or other appropriate proceedings.

The Special Counsel's currently hourly rates for attorneys range
from $200 to $300, with paralegal rates ranging from $75-$125.
These attorney and paralegal rates may increase from time to time
in the ordinary course of Special Counsel's business. It is
anticipated that the firm's Richard P. Olson, whose current rate is
$300 per hour, will provide most of the services in this case,
although junior attorneys will be used as needed and when
appropriate to save costs.

Richard P. Olson, Esq. attests that the firm is disinterested and
has no interest adverse to the Debtor or its estate or its
creditors.

The Firm can be reached through:

     Richard P. Olson, Esq.
     Perkins Olson, P.A
     715 High Street
     Lincolnville, ME 04894
     Phone: 207-871-7159
     Fax: (207)871-0521

                    About The Getchell Agency

Headquartered in Bangor, Maine, The Getchell Agency, aka Getchell
Agency Inc, aka The Getchell Agency Inc, aka Getchell Agency filed
for Chapter 1 bankruptcy protection (Bankr. D. Maine Case No.
16-10172) on March 25, 2016, estimating its assets at up to $50,000
and its liabilities at between $1 million and $10 million.  The
petition was signed by Rena J. Getchell, president.


GLOBAL BOATWORKS: Salberg & Company Raises Going Concern Doubt
--------------------------------------------------------------
Global Boatworks Holdings, Inc., filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K, disclosing a
net loss of $1.28 million on $37,072 of revenues for the year ended
December 31, 2016, compared to a net loss of $316,558 on $31,714 of
revenues for the year ended December 31, 2015.

Salberg & Company, P.A., expressed "substantial doubt" about the
Company's ability to continue as a going concern, citing that the
Company had a net loss of $1,281,483 and net cash used in
operations of $579,668 for the year ended December 31, 2016.  The
Company has an accumulated deficit and stockholders' deficit of
$1,604,911 and $515,517, respectively at December 31, 2016.

The Company's balance sheet at December 31, 2016, showed total
assets of $1.03 million, total liabilities of $1.55 million, and a
stockholders' deficit of $515,517.

A full-text copy of the Company's Form 10-K is available at:
                
                   https://is.gd/ESyJDn

Global Boatworks Holdings, Inc., commercializes upscale stationary
vessels built on a barge bottom.  The Company own two (2) vessels,
the Miss Leah which operates as a short-term rental in Boston
Harbor, Massachusetts and Luxuria I.  The Company was incorporated
in the state of Florida on May 11, 2015.


GOD'S UNIVERSAL: Approval of Disclosure Statement Denied
--------------------------------------------------------
Judge Wendelin I. Lipp of the U.S. Bankruptcy Court for the
District of Maryland issued an order denying approval of the
disclosure statement filed by God's Universal Kingdom Christian
Church, Inc. on Jan. 3, 2017.

The Court directed the Debtor to file an amended disclosure
statement on or before May 3, 2017.

The Troubled Company Reporter previously reported that the plan
proposes to pay creditors from the profits generated from the sale
of the real estate and building owned by the church.

Under the plan, unsecured creditors will receive payments for their
allowed claims within 30 days after the closing of the sale,
according to the disclosure statement filed on Jan. 3 with the U.S.
Bankruptcy Court in Maryland.

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

                   https://is.gd/y88EjY

             About God's Universal Kingdom

God's Universal Kingdom sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Md. Case No. 16-21952) on Sept. 6,
2016.
The petition was signed by Jennifer Robinson, treasurer.  

The case is assigned to Judge Wendelin I. Lipp.  Michael G. Wolff,
Esq., at Goren, Wolff & Orenstein, LLC, serves as the Debtor's
bankruptcy counsel.

At the time of the filing, the Debtor disclosed $2.66 million in
assets and $924,570 in liabilities.


GOING VENTURES: Has Final Approval to Use Cash Collateral
---------------------------------------------------------
Judge Laurel M. Isicoff of the U.S. Bankruptcy Court for the
Southern District of Florida authorized Going Ventures, LLC, doing
business as Going Aire, LLC, to use cash collateral on a final
basis.

A continued hearing was held on April 5, 2017, at 2:30 p.m.

The Court expressly finds that the alleged liens of the Alleged
Lenders, as same are defined in the Motion, are adequately
protected in connection with the relief granted.  This is based,
without limitation, on the considerable interest rates charged,
which appear to be usurious, which would render those obligations
unenforceable, and therefore not entitled to adequate protection.
The finding on the issue is only interim.

Subject to the provisions of the Order, the Debtor is authorized to
use cash collateral to pay normal and ordinary expenses, subject to
the budget.  Any deviations of more than 10% from the budget will
require further Order of the Court.  Notwithstanding the terms
above, the Debtor will not need a further Court order to pay United
States Trustee Fees even if the amount exceeds the amount set forth
in the budget and there will be a carve out for payment of United
States Trustee Fees in the event that the Debtor does not have
sufficient funds to pay the fees.

The budget reflects gross profit in the amount of $126,283 and
$119,751 in total expense for the period Jan. 1, 2017 through March
7, 2017.

The relief provided, including the Debtor' use of the cash
collateral, will be nunc pro tunc to March 7, 2017, and will be in
effect through the entry of a further Order of the Court.

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

    http://bankrupt.com/misc/flsb17-12747-6.pdf

                  About Going Ventures, LLC

Going Ventures, LLC, d/b/a Going Aire, LLC, filed a Chapter 11
petition (Bankr. S.D. Fla. Case No. 17-12747) on March 7, 2017.
The petition was signed by Carl Bradley Copeland, manager. The
case
is assigned to Judge Laurel M Isicoff.  The Debtor is represented
by David R. Softness, Esq. of David R. Softness, P.A.  At the time
of filing, the Debtor had total assets of $72,900 and total
liabilities of $1.01 million.  No trustee, examiner or statutory
committee has been appointed in the Debtor's Chapter 11 case.


GREAT BASIN: Enters Exchange Agreements With Investors
------------------------------------------------------
On April 7, 2017, Great Basin Scientific, Inc., entered into
exchange agreements, each by and between the Company and a holder
of senior secured convertible notes, dated July 1, 2016, and/or
Series F Convertible Preferred Stock, $0.001 par value, and/or
warrants to purchase, in the aggregate, approximately 2.4 million
shares of common stock, par value $0.0001 per share, of the Company
pursuant to which the Company agreed to a three-stage restructuring
of the Existing Notes, Existing Preferred Stock and Existing
Warrants.

Stage 1 – Cash Release; Mandatory Note and Preferred Conversions;
Series B Exchange Release of $800,000.

Each holder of the Existing Notes, to the extent such Existing Note
had outstanding restricted principal, such Noteholder removed all
restrictions on the Company's use of its pro rata amount of
$800,000 of such restricted cash, which $800,000 is now available
to be used by the Company to continue to fund its ongoing
operations.

Stage 2 – Qualified Financing Exchange.

If prior to May 15, 2017, the Company obtains unrestricted access
to at least $6 million in additional cash, the remaining Existing
Notes, Existing Preferred Stock and Existing Warrants will be
exchanged into 2017 Series A-1A Senior Secured Convertible Notes
and 2017 Series A-1B Senior Secured Convertible Notes:

     * The Series A-1A Notes shall have an aggregate principal
amount equal to the aggregate stated value of the Existing
Preferred Stock remains outstanding as of such date.

     * The Series A-1B Notes shall have an aggregate principal
amount equal to the portion of the Existing Notes that remains
outstanding as of such date.

     * Existing Warrants will be extinguished without the payment
of any consideration by the Company.

Stage 3 - Adjustment Exchange.  

On Jan. 2, 2018, solely if the Qualified Financing Exchange has
occurred and the aggregate amount outstanding under the applicable
Investor's Series A-1 Notes exceeds the aggregate amounts
outstanding under the Investor's Series B Notes, the Company will
exchange such portion of each such Investor's Series A-1 Notes with
an aggregate principal amount equal to the Series A-2 Amount into
Series A-2 Notes in an aggregate principal amount equal to the
Series A-2 Amount.

On April 7, 2017, the Company filed an amendment to the Company's
Seventh Amended and Restated Certificate of Incorporation, as
amended, to effect a 1-for-2,000 reverse stock split of the
Company's issued and outstanding Common Stock as of 12:01 a.m.
Eastern Time on April 10, 2017.  Pursuant to the Amendment, as of
the Effective Time, every 2,000 shares of the issued and
outstanding Common Stock were converted into one share of Common
Stock, without any change in the par value per share.  The Reverse
Stock Split was approved by the Company’s stockholders at its
special meeting of stockholders held on March 9, 2017.

No fractional shares will be issued in connection with the Reverse
Stock Split. Stockholders who otherwise would be entitled to
receive fractional shares because they hold a number of pre-reverse
stock split shares of the Company's common stock not evenly
divisible by two thousand (2,000), will have the number of
post-reverse split shares of the Common Stock to which they are
entitled rounded up to the next whole number of shares of Common
Stock.  No stockholders will receive cash in lieu of fractional
shares.

The Reverse Stock Split will not change the authorized number of
shares of Common Stock or preferred stock of the Company.  Pursuant
to the terms of the Company's Series E Convertible Preferred Stock,
the Series F Convertible Preferred Stock and the Company's senior
secured convertible notes, the conversion price at which Series E
Preferred Shares, the Series F Preferred Shares and Convertible
Notes may be converted into shares of Common Stock will be
proportionately adjusted to reflect the Reverse Stock Split. In
addition, pursuant to their terms, a proportionate adjustment will
be made to the per share exercise price and number of shares
issuable under of all of the Company's outstanding stock options
and warrants to purchase shares of Common Stock, and the number of
shares reserved for issuance pursuant to the Company's equity
compensation plans will be reduced proportionately.

The Common Stock began trading on a Reverse Stock Split-adjusted
basis on the OTCQB at the opening of quotation on April 10, 2017.
In connection with the Reverse Stock Split, the Common Stock also
commenced quotation under a new CUSIP number, 39013L 882, at such
time.

A full-text copy of the Form 8-K is available for free at
https://is.gd/molWqr

                     About Great Basin

Great Basin Scientific Inc. 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 Scientific reported a net loss of $89.14 million on
$3.04 million of revenues for the year ended Dec. 31, 2016,
compared to a net loss of $57.89 million on $2.14 million of
revenues for the year ended Dec. 31, 2015.

The Company's independent accountants BDO USA, LLP, in Salt Lake
City, Utah, have expressed "substantial doubt" about the Company's
ability to continue as a going concern noting that the Company has
incurred substantial losses from operations, has negative operating
cash flows and has a net capital deficiency.

As of Dec. 31, 2016, Great Basin had $73.39 million in total
assets, $129.38 million in total liabilities and a total
stockholders' deficit of $55.98 million.


GULFMARK OFFSHORE: Moody's Affirms Ca Corporate Family Rating
-------------------------------------------------------------
Moody's Investors Service appended a limited default (LD)
designation to GulfMark Offshore Inc.'s Probability of Default
Rating (PDR), changing the PDR to Ca-PD/LD. This action marks the
expiration of the grace period following GulfMark's non-payment of
interest on its 6.375% senior notes due in 2022.

Concurrently, Moody's affirmed GulfMark's Ca Corporate Family
Rating (CFR), Ca-PD PDR and the C rating on senior unsecured notes.
The Speculative Grade Liquidity (SGL) Rating was affirmed at SGL-4
and the rating outlook remains negative.

Affirmations:

Issuer: GulfMark Offshore Inc.

-- Probability of Default Rating, Affirmed at Ca-PD/LD (/LD
    appended)

-- Corporate Family Rating, Affirmed Ca

-- Senior Unsecured Notes due 2022, Affirmed C (LGD5)

-- Speculative Grade Liquidity (SGL) Rating, Affirmed SGL-4

Outlook Actions:

Issuer: GulfMark Offshore Inc.

-- Outlook, Negative

RATINGS RATIONALE

On March 15, 2017, GulfMark elected not to pay the $13.7 million
interest payment due on the company's 6.375% senior notes due 2022,
commencing a 30-day grace period.

On April 14, 2017, GulfMark announced that the company had entered
into a Forbearance Agreement with bondholders holding more than 50%
of the principal amount of the notes.

Moody's considers GulfMark's non-payment of interest on the senior
notes within the contractual grace period as a default. Moody's
appended the Ca-PD PDR with a "/LD" designation indicating limited
default. The "/LD" designation will be removed once the non-payment
of interest issue is resolved. Although the company entered into a
forbearance agreement with the noteholders, Moody's deems this
event an avoidance of default.

GulfMark's Ca CFR reflects the company's extremely tight liquidity
situation, high likelihood of default and Moody's view on the
potential overall recovery. The senior notes C rating reflects
Moody's view of potential recovery on the notes.

If the company files for bankruptcy protection or performs an out
of court restructuring, the PDR will be downgraded to D-PD.

A ratings upgrade is unlikely unless the debt is reduced
significantly to result in an improved capital structure with
adequate liquidity.

The principal methodology used in these ratings was Global Oilfield
Services Industry Rating Methodology published in December 2014.

GulfMark Offshore, Inc., owns and operates a fleet of marine
offshore support vessels (OSVs), which provide support and
transportation services for the offshore oil and gas industry. The
company's vessels are used to transport drilling materials,
supplies, and personnel to offshore facilities, and to move
drilling structures.


GYMBOREE CORP: Said to Prepare for Bankruptcy as Payment Looms
--------------------------------------------------------------
Lauren Coleman-Lochner and Jodi Xu Klein, writing for Bloomberg
News, reported that Gymboree Corp., the struggling children's
clothing retailer, is preparing to file for bankruptcy as it faces
a June 1, 2017 interest payment on its debt, according to people
with knowledge of the matter.

The Bain Capital-controlled company is seeking to reorganize its
debt load and may transfer control to its lenders, including
Searchlight Capital, Brigade Capital Management and Oppenheimer
Holdings, the report said, citing the people, who asked not to be
identified because the process isn't public.

According to the report, Gymboree, laboring under more than $1
billion in debt from its Bain buyout in 2010, warned in March that
it's running short on cash and may not survive if it can't persuade
creditors to refinance its debt. The June 1 interest payment
applies to its 9.125 percent notes that are due 2018, the report
related.

The retailer, which operates about 1,300 stores, hasn’t posted an
annual profit since 2011, with losses totaling more than $800
million, the report said.  Gymboree hired Rothschild & Co. to
advise it on a potential restructuring this year, the report added,
citing the people with knowledge of the matter.

Gymboree has a $761 million term loan due in February 2018, the
report noted.  The loan is trading at about 44 cents on the dollar,
compared with 80 cents in late September, the report said.

In 2016, the company agreed to sell its play-center business to a
Singapore-based investment group for $127.5 million, the report
added.  That narrowed Gymboree's focus to apparel, the report
further related.

              About The Gymboree Corporation

San Francisco-based The Gymboree Corporation's specialty retail
brands offer unique, high-quality products delivered with
personalized customer service.  As of Oct. 29, 2016, the Company
operated a total of 1,300 retail stores: 591 Gymboree stores (541
in the United States, 49 in Canada and 1 in Puerto Rico), 174
Gymboree Outlet stores (173 in the United States and 1 in Puerto
Rico), 150 Janie and Jack shops (149 in the United States and 1 in
Puerto Rico), and 385 Crazy 8 stores in the United States.  The
Company also operates online stores at http://www.gymboree.com/,  
http://www.janieandjack.com/and http://www.crazy8.com/  

The Company was taken private by Bain Capital in 2010 in a deal
valued at about $1.8 billion.

For the 26 weeks ended Jan. 28, 2017, Gymboree reported a net loss
of $335.82 million on $636.66 million of total net sales compared
to net income of $39.11 million on $676.92 million of total net
sales for the 26 weeks ended Jan. 30, 2016.

As of Jan. 28, 2017, Gymboree had $755.49 million in total assets,
$1.36 billion in total liabilities and a total deficit of $609.14
million.

As of Jan. 28, 2017, the Company had $1.0 billion aggregate
principal amount of indebtedness that will mature over the next 12
to 22 months, approximately $871.9 million of which is due within
12 months from March 14, 2017.

                        *     *     *

In January 2017, S&P Global Ratings lowered its corporate credit
rating on The Gymboree Corp. to 'CC' from 'CCC+'.  The outlook is
negative.  "The downgrade reflects significant near-term
refinancing requirements, limited liquidity, and continuing weak
operating performance.  We expect further profitability erosion in
the upcoming quarters and we believe the company could announce a
distressed debt restructuring transaction over the next two
quarters," said credit analyst Samantha Stone.

As reported by the TCR on Nov. 7, 2016, Moody's Investors Service
downgraded The Gymboree Corporation's Corporate Family Rating to
Caa3 from Caa1 and Probability of Default Rating to Caa3-PD from
Caa1-PD.  The downgrade of the Corporate Family Rating to Caa3
reflects Gymboree's weak operating performance and deteriorating
liquidity.  Net sales and EBITDA fell 4% and 49%, respectively, in
the quarter ended July 30, 2016 due to weak customer traffic and
margin pressure from inventory clearance activity.


HALT MEDICAL: Acessa Buying All Assets for $150K
------------------------------------------------
Halt Medical, Inc., asks the U.S. Bankruptcy Court for the District
of Delaware to authorize the bidding procedures in connection with
the sale of substantially all of its assets to Acessa AssetCo, LLC
for (i) a credit bid; plus (ii) $150,000 in cash; plus (iii)
assumption of the Assumed Liabilities; subject to overbid.

Founded in 2004 and headquartered in Brentwood, California, Halt
Medical is a medical device company focused on establishing a
superior standard of care for women with symptomatic uterine
fibroids.  Its proprietary and patented product, Acessa, uses
radiofrequency ablation to destroy uterine fibroids.  Halt Medical
also manufactures the Acessa System which consists of the Acessa
Generator, Guidance System and hand held disposable Handpiece, used
(i) in percutaneous, laparoscopic coagulation and ablation of soft
tissue, including the treatment of symptomatic uterine fibroids
under laparoscopic ultrasound guidance while (ii) enhancing the
ultrasonic image of the Acessa Handpiece to predict its path to
deliver radiofrequency ablation to the center of the identified
fibroid.

American Capital, the Debtor's senior secured lender and majority
stockholder, has acted as the Debtor's primary capital provider
since American Capital's initial investment in 2007.  The debt
financing provided pursuant the Notes issued between 2014 and 2016
has largely been exhausted in funding the Debtor's operations.  In
January 2017, American Capital was acquired by Ares Capital Corp.
Shortly thereafter, American Capital informed Halt Medical that it
would not provide the Debtor with any additional financing.

To preserve going-concern value and enable the Debtor to execute
its business plan, starting in August 2016, extensive efforts to
identify potential investors were made.  The Debtor contacted
approximately 40 venture capital and other investors with
investments in the medical device industry and related fields, who
might have an interest in investing in the Debtor.

In addition, on Nov. 3, 2016, the Debtor engaged Canaccord Genuity,
Inc. ("CGI") to solicit interest from third parties with respect to
either (i) a recapitalization that would provide the requisite
financing for the Debtor to execute its business plan or (ii) an
acquisition of all or substantially all of the Debtor's assets.

To that end, CGI drafted marketing materials and contacted
potentially interested parties ("Prepetition Marketing Process").
As the Prepetition Marketing Process continued, a bid deadline was
established and two parties timely submitted preliminary
indications of interest to infuse capital into the Debtor.
Following the bid deadline, two additional parties expressed
interest in the Debtor, though neither provided sufficiently
detailed terms or a proposed structure, and both failed to respond
to requests for diligence information regarding their interest.

Of the two parties that submitted timely proposals, one of them,
the Stalking Horse Bidder, executed an indication of interest and
term sheet with the Debtor on Feb. 9, 2017, and commenced
good-faith and arm's-length negotiations over formal documentation.
The initial indication of interest from the Stalking Horse Bidder
contemplated an out-of-court transaction.  However, as discussions
continued, the parties later determined that an asset sale in a
chapter 11 bankruptcy case was required.  In connection with the
negotiations, the parties executed the Stalking Horse Asset
Purchase Agreement, dated as of April 12, 2017.

The proposed dates for the bidding and sale process are:

          a. Hearing re: Bidding Procedures - May 2 or 3, 2017

          b. Service of Bidding Procedures Order - +3 days from
entry of Bidding Procedures Order

          c. Service of Cure Notice - +3 days from entry of Bidding
Procedures Order

          d. Bid Deadline - June 2, 2017

          e. Assumption/Assignment and Cure Objection Deadline -
June 2, 2017

          f. Sale Objection Deadline - June 2, 2017

          g. Auction - June 5, 2017

          h. Sale Hearing - June 6, 2017

          i. Adequate Assurance Objection - At or before the Sale
Hearing

          j. Deadline to Close Sale - +20 days from entry of Sale
Order

The salient terms of the Stalking Horse APA are:

          a. Seller: Halt Medical, Inc.

          b. Buyer - Stalking Horse Bidder: Acessa AssetCo, LLC
Acessa AssetCo LLC (together with its permitted successors,
designees and assigns)

          c. Purchase Price: The Purchase Price is composed of the
following: (a) a credit bid of (i) the outstanding DIP Facility
Obligations, and (ii) in the Stalking Horse Bidder's sole
discretion, an amount not to exceed the outstanding obligations
under certain Senior Secured Promissory Notes owed by the Debtor;
plus (b) $150,000 in cash; plus (c) assumption of the Assumed
Liabilities.

          d. Purchased Asset: All of the Debtor's properties and
assets of every kind and description, wherever located, whether
real, personal or mixed, tangible or intangible, owned, leased,
licensed, used or held for use in or relating to the Business,
other than the Excluded Assets.

          e. Assumption and Assignment of Contracts and Lease: The
executory contracts and unexpired leases the Stalking Horse Bidder
has designated as Assigned Contracts to be assumed and assigned to
the Stalking Horse Bidder.

          f. Assumed Liabilities: Those liabilities and obligations
enumerated on Schedule 2.3 of the Stalking Horse APA, in each case,
to the extent not an Excluded Liability.

          g. Expense Reimbursement/Break-Up Fee: If the Stalking
Horse APA is terminated for the Debtor's breach or the Stalking
Horse Bidder is over-bid at the Auction, the Stalking Horse Bidder
is entitled to a break-up fee of $200,000 plus reimbursement of its
transaction Expenses up to a cap of $300,000.

          h. Closing and Other Deadlines Local Rule: The closing of
the transactions contemplated by the Stalking Horse APA will take
place on the 3rd Business Day following satisfaction or waiver of
all the conditions set forth Article VII of the Stalking Horse
APA.

          i. Sale Free and Clear of Unexpired Leases: The Debtor
will sell all of the Purchased Assets free and clear of all Liens
(other than Permitted Encumbrances expressly identified in the Sale
Order).

          j. Credit Bid: A portion of the Purchase Price is
composed of a credit bid of (i) the outstanding DIP Facility
Obligations, and (ii) in the Stalking Horse Bidder's sole
discretion, an amount not to exceed the outstanding obligations
under the Senior Secured Promissory Notes.   

          k. Relief from Bankruptcy Rule 6004(h): The Debtor asks a
waiver of the 14-day stay under Bankruptcy Rules 6004(d) and 6004
(h).

As part of the Bidding Procedures Order, the Debtor asks approval
of a Breakup Fee in the amount of $200,000 and an Expense
Reimbursement of up to $300,000, to the extent payable to the
Stalking Horse Bidder pursuant to the terms and conditions set
forth in the Stalking Horse APA.

The Bidding Procedures recognize the Debtor's fiduciary obligations
to maximize sale value, and, as such, do not impair the Debtor's
ability to consider all qualified bid proposals and preserve the
Debtor's right to modify the Bidding Procedures as necessary or
appropriate to maximize value for its estate.

The salient terms of the Bidding Procedures are:

          a. Good Faith Deposit: 10% of the Bid

          b. Same or Better Terms: The Bid must be on terms that
are substantially the same or better than the terms of the Stalking
Horse APA, as determined by the Debtor.

          c. Bid Deadline:  June 2, 2017 at 5:00 p.m. (PET)

          d. Initial Overbid Amount: A purchase price equal to or
greater than the aggregate of the sum of (i) the value of the Bid
set forth in the Stalking Horse APA executed by the Stalking Horse
Bidder, as determined by the Debtor; (ii) the dollar value of the
Break-up Fee and Expense Reimbursement in cash, and (iii) $100,000
(the initial overbid amount), in cash and (b) must obligate the
Bidder to pay, to the extent provided in the Stalking Horse APA,
all amounts which the Stalking Horse Bidder has agreed to pay under
the Stalking Horse APA, including all Assumed Liabilities.

          e. Auction:  The Auction will take place on June 5, 2017
at 10:00 a.m. (PET) at the offices of Drinker Biddle & Reath LLP,
Wilmington Trust Corp., 222 Delaware Ave #1410, Wilmington,
Delaware.

          f. Bid Increments: $100,000

          g. Closing the Auction: The Auction will continue until
the Debtor determines in its reasonable business judgment that
there is a highest and best Qualified Bid at the Auction for all of
the Purchased Assets.

In connection with the Sale of the Purchased Assets, the Debtor
intends to assume and assign to the Stalking Horse Bidder or other
Successful Bidder, as applicable, certain Executory Contracts
Leases as of the Closing Date and to execute and deliver to the
Stalking Horse Bidder or other Successful Bidder, as applicable,
such documents or other instruments as may be necessary to assign
and transfer such Scheduled Contracts.  Accordingly, the Debtor
submits that the assumption and assignment to the Stalking Horse
Bidder or other Successful Bidder of certain the of Debtor's
Executory Contracts and Leases should be approved as an exercise of
the Debtor's sound business judgment.

The Debtor submits that the proposed Break-up Fee and Expense
Reimbursement will not chill bidding, are reasonable, and will
enable the Debtor to maximize the value of its estate.  The Debtor
respectfully submits that such protections are warranted in light
of Stalking Horse Bidder's agreement to serve as the "stalking
horse" in the Sale.

A copy of the Stalking Horse APA and the Bidding Procedures
attached to the Motion is available for free at:

      http://bankrupt.com/misc/Halt_Medical_18_Sales.pdf

The Debtor submits that sufficient business justifications exist to
sell the Purchased Assets to the Stalking Horse Bidder (or other
Successful Bidder).  The Stalking Horse APA has been extensively
negotiated between the parties at arm's-length and in good faith
and confers several substantial benefits on the Debtor's estate
that would likely not be available in the event of a liquidation of
the Debtor's assets.  Accordingly, the Debtor asks that the Sale be
approved free and clear of all claims, liens, and other interests.

The Debtor asks that the Sale Order be effective immediately by
providing that the 14-day stays under Bankruptcy Rules 6004(h) and
6006(d) be waived.

The Purchaser can be reached at:

          ACESSA ASSETCO, LLC
          427 Park Street
          Charlottescille, VA 22902
          Attn: Joe Andrasko

The Purchaser is represented by:

          Brian P. Hall, Esq.
          SMITH, GAMBRELL & RUSSELL, LLP
          Suite 3100, Promenade
          1230 Peachtree Street, N.E.
          Atlanta, GA 30309-3592
          E-mail: bhall@sgrlaw.com


Proposed Lead Counsel for Debtor:

          Steven K. Kortanek, Esq.
          Patrick A. Jackson, Esq.
          Joseph N. Argentina, Jr., Esq.
          DRINKER BIDDLE & REATH LLP
          222 Delaware Ave., Suite 1410
          Wilmington, DE 19801-1621
          Telephone: (302) 467-4200
          Facsimile: (302) 467-4201
          E-mail: Steven.Kortanek@dbr.com
                       Patrick.Jackson@dbr.com
                      Joseph.Argentina@dbr.com

Proposed Special Corporate Counsel for Debtor:

         Robert L. Eisenbach III, Esq.
         COOLEY LLP
         101 California Street, 5th Floor
         San Francisco, CA 94111-5800
         Telephone: 415-693-2000
         Facsimile: 415-693-2222
         E-mail: reisenbach@cooley.com

               - and -

         Michael Klein, Esq.
         1114 Avenue of the Americas
         New York, New York 10036
         Telephone: 212-479-6000
         Facsimile: 212-479-6275
         E-mail: mklein@cooley.com

                  About Halt Medical

Founded in 2004 and headquartered in Brentwood, California, Halt
Medical, Inc. is a medical device company focused on establishing a
superior standard of care for women with symptomatic uterine
fibroids.  Its proprietary and patented product, Acessa, uses radio
frequency ablation to destroy uterine fibroids.  Halt Medical also
manufactures the Acessa System which consists of the Acessa
Generator, Guidance System and hand held disposable Handpiece, used
(i) in percutaneous, laparoscopic coagulation and ablation of soft
tissue, including the treatment of symptomatic uterine fibroids
under laparoscopic ultrasound guidance while (ii) enhancing the
ultrasonic image of the Acessa Handpiece to predict its path to
deliver radio frequency ablation to the center of the identified
fibroid.

Halt Medical, Inc. sought Chapter 11 protection (Bankr. D. Del.
Case No. 17-10810) on April 12, 2017.


HALYARD HEALTH: $100MM Jury Award No Impact on Moody's Ba3 CFR
--------------------------------------------------------------
Moody's Investors Service commented that the California jury award
of over $100 million against Halyard Health, Inc. related to its
Microcool surgical gowns is credit negative because it will reduce
liquidity. There is no impact on Halyard's ratings, including the
Ba3 Corporate Family Rating. The outlook is stable.

Halyard Health, Inc. headquartered in Alpharetta, GA is a
healthcare company that produces surgical and infection prevention
supplies and low-tech medical devices. The S&IP segment's products
include sterilization wrap, surgical drapes and gowns, facial
protection, protective apparel and medical exam gloves. The
low-tech medical devices segment provides post-operative pain
management solutions, minimally invasive interventional and chronic
pain therapies, closed airway suction systems, and enteral feeding
tubes. For the twelve months ended December 31, 2016, the company
reported revenues of $1.6 billion.


HARTFORD COURT: Can Use Hinsdale Bank Cash Collateral Thru June 8
-----------------------------------------------------------------
Judge Jack B. Schmetterer of the U.S. Bankruptcy Court for the
Northern District of Illinois has signed an Agreed Third Interim
Order authorizing Hartford Court Development, Inc., to use the cash
collateral of Hinsdale Bank & Trust Co., as successor-in-interest
to Suburban Bank and Trust, through June 8, 2017.

Hinsdale Bank holds a valid first priority security interest in and
lien on the prepetition collateral pursuant to a Mortgage and
Assignment of Leases and Rents securing the Debtor's indebtedness
in the aggregate amount of approximately $822,848, as of the
Petition Date.

The Debtor's use of Cash Collateral is limited to the expenses
outlined in the April 2017 Budget Projection. The Budget
contemplates a total income of $12,598, a total operating expenses
of $11,967.

The Debtor is directed to deposit all post-petition rents in its
possession or control into the DIP Account.  The Debtor is also
directed to remain current on all postpetition property tax
obligations for the Properties, including the obligation to escrow
funds in equal monthly amounts sufficient to enable the Debtor to
timely pay all postpetition property taxes.  Such escrow amount
will be held in a separate account from the Debtor's general bank
account, and the Debtor is required to attached monthly account
statement thereof in its monthly financial reports filed with the
Court.

Hinsdale Bank is granted valid and perfected security interests in,
and liens on all assets of the Debtor of any nature whatsoever and
wherever located, tangible or intangible, whether now or hereafter
acquired, including without limitation, rents and proceeds of the
foregoing, wherever located, including insurance and other
proceeds, excluding proceeds of any avoidable transfer actions
instituted through the case. In addition, the Debtor will make
monthly provisional payments to Hinsdale Bank in the amount of
$4,866 per month.

The Debtor is also required to maintain insurance coverage for the
Properties at all times during its Chapter 11 case, and permit
Hinsdale Bank to perform inspection and valuation of the
Properties.  Likewise, the Debtor will deliver to Hinsdale Bank
such reasonable financial and other information concerning its
business affairs, which include monthly rent rolls; and monthly
operating reports filed with the Court.

A full-text copy of the Agreed Third Interim Order, dated April 10,
2017, is available at https://is.gd/YYxPeX

             About Hartford Court Development

Hartford Court Development, Inc., is an Illinois corporation that
owns and manages 14 residential condominiums and their related
parking spaces, all located in the 5300 block of North Cumberland
Avenue, Chicago, IL.

Hartford Court Development filed a Chapter 11 petition (Bankr. N.D.
Ill. Case No. 17-01356) on Jan. 17, 2017.  Paula Walega, the
company's president, signed the petition.  
The Debtor estimated assets and liabilities at $500,000 to $1
million.

The case is assigned to Judge Jack B. Schmetterer.

The Debtor is represented by David P. Lloyd, Esq. at David P.
Lloyd, Ltd.


HILLSIDE OFFICE: Hires Gramercy Real Estate as Realtor
------------------------------------------------------
Hillside Office Park, LLC seeks approval from the US Bankruptcy
Court for the District of New Jersey, Newark Vicinage, to employ
Shaya E. Grosinger of Gramercy Real Estate Services as realtor.

The Debtor is in the process of marketing the real property for
sale. Ms. Grosinger has been selected because she was retained by
the Purchaser and is responsible for bringing about the Rowhurst
Limited contract between the parties.

Commission shall be in an amount equal to 5% of the Purchase Price
limited to the Rowhurst Limited contract.

Ms. Grosinger attests that she does not hold an adverse interest to
the estate; does not represent an adverse interest to the estate;
is a disinterested person under 11 U.S.C. Sec. 101(14); and does
not represent or hold any interest adverse to the debtor or the
estate with respect to the matter for which he/she will be retained
under 11 U.S.C. Sec. 327(e).

The Realtor can be reached through:

     Shaya E. Grosinger
     Gramercy Real Estate Services, LLC
     25 Commerce Drive
     Cranford, NJ 07016
     Tel: 800-732-4035
     Fax: 866-607-1662

                    About Hillside Office Park, LLC

Headquartered in Hillside, New Jersey, Hillside Office Park, LLC,
filed for Chapter 11 bankruptcy protection (Bankr. D. N.J. Case No.
16-19617) on May 17, 2016, estimating its assets and liabilities
at
between $1 million and $10 million.  The petition was signed by
Glen A. Fishman, member of Maplewood Acquisition, LLC, member.
Judge Stacey L. Meisel presides over the case.

Donald F. Campbell, Jr., Esq., at Giordano Halleran & Ciesla, P.C.,
serves as the Debtor's bankruptcy counsel.


HOUGHTON MIFFLIN: S&P Revises Outlook to Neg. & Affirms 'B' CCR
---------------------------------------------------------------
S&P Global Ratings Services said that it revised its rating outlook
on Boston-based Houghton Mifflin Harcourt Co. (HMH) to negative
from stable and affirmed its 'B' corporate credit rating on the
company.

At the same time, S&P affirmed its 'B+' issue-level rating on the
company's $800 million senior secured term loan.  The '2' recovery
rating is unchanged, indicating S&P's expectation for substantial
(70%-90%; rounded estimate: 80%) recovery of principal for lenders
in the event of a payment default.

"The outlook revision reflects our expectation for negative free
operating cash flow (FOCF) in 2017, the risk that HMH's FOCF could
remain weak, and its liquidity could be strained into 2018 and 2019
if its addressable U.S. K-12 textbook market doesn't expand as
expected," said S&P Global Ratings' credit analyst Thomas Hartman.
Additionally, the company's announcement that it has hired Boston
Consulting Group to look at right-sizing its cost structure could
lead to increased restructuring and severance expenses over the
next two years, which could further restrict cash flows during that
time.  S&P still expects the company's addressable K-12 market to
expand in 2018 and 2019, with upcoming curriculum adoptions
scheduled for key states such as Texas in 2019.  S&P assumes HMH
will maintain its current market share, and its market growth will
drive a significant improvement in cash flow generation, with FOCF
to debt increasing above 5% by the end of 2018.

The negative outlook reflects S&P's expectation for negative FOCF
in 2017; HMH's track record of operating underperformance; and the
risk that the company's liquidity could weaken over the next 12
months if it increases its prepublication costs but loses
additional market share, or if it is unable to better manage its
cost structure.

S&P could lower the corporate credit rating if total liquidity
falls below $200 million, and S&P don't see a turnaround in the
business or expect cash flow to improve in 2018.  This could occur
if the company increases prepublication costs but loses additional
market share, or if it is unable to better manage its cost
structure.  S&P could also lower the rating if it don't believe the
addressable K-12 market will meet its growth expectations for 2018
and 2019, and S&P don't expect FOCF to debt to increase above 5% by
the end of 2018.

S&P could revise the outlook to stable over the next 12-15 months
if it believes the company is likely to generate FOCF to debt above
5% by the end of 2018.  This could occur if the company makes good
progress in addressing its cost structure and maintains or improves
market share, and if S&P continues to expect the K-12 addressable
market to grow to over $3 billion by 2019.


I-69 DEVELOPMENT: S&P Lowers Rating on 2014 $243.8MM PABs to 'BB-'
------------------------------------------------------------------
S&P Global Ratings lowered its senior secured issue rating from
'BB-' to 'B+' on the Indiana Finance Authority's (IFA) $243.8
million long-term private activity bonds (PABs) series 2014
(various tranches fully amortized in 2046) and issued for I-69
Development Partners LLC.  At same time, S&P placed the ratings on
CreditWatch developing.  S&P's recovery rating is unchanged at '1',
indicating a very high (95%) expected recovery in the event of a
payment default.

The U.S.-based IFA issued $243.845 million of PABs and loaned
proceeds to the obligor, limited-purpose entity I-69 Development
Partners LLC, to design, build, maintain, and operate Section 5 of
the Interstate 69 roadway between Martinsville and Bloomington,
Ind., through a public-private partnership agreement.  The rating
is capped by construction risks because the issue rating is the
lesser of S&P's construction phase stand-alone credit profile
(SACP) of 'b+' and S&P's operations phase SACP of 'bbb+'.

Since S&P removed the rating from CreditWatch with negative
implications and revised the outlook to positive on Feb. 17, 2017,
the memorandum of understanding (MOU) terms, which were favorable
to the project and (all else equal) could have led to an upgrade,
have become unlikely to be executed.  In the MOU, the builder,
Isolux Corsan LLC, along with the IFA (concession grantor) and the
equity sponsor, PSP, agreed to extend the required completion date
and provide additional funding that would have resolved the
pressure the project has been under due to major delays.  Now, the
builder is unlikely to fund its financial obligations set forth in
the MOU.

This unexpected turn of events appears to be the result of the
near-insolvency of the builder's parent, Grupo Isolux Corsan S.A.
(Isolux), after it was unable to obtain additional funding from its
banks at the end of March.  S&P's positive outlook had reflected
its expectation that the parties would not have entered into the
MOU unless they had the capacity to meet the financial obligations
they committed to.  S&P previously saw a likely path to an upgrade
in the event that the lender's technical advisor confirmed the
revised MOU construction schedule as reasonable, that each party
actually committed the funding (now unlikely), and that the project
documents were amended to extend the contractual long-stop date
more than a year to Nov. 30, 2018.

The one-notch downgrade reflects S&P's view that the builder's
inability to meet the funding requirements of the MOU is a clear
setback to the troubled project.  Unless a new plan is negotiated
and funded, S&P will continue to downgrade the project as the
long-stop date approaches.  At the same time, time remains to enter
into an alternate agreement, and as reflected by the CreditWatch
listing with developing implications, even though the MOU is very
unlikely to be implemented by all parties and the project is
seriously delayed, the equity sponsor, PSP, and the IFA appear to
have the capacity and willingness to provide additional capital and
flexibility, and they demonstrated this by committing to the
original terms of the MOU.  In S&P's view, PSP and the IFA likely
have the ability to extend the schedule, replace the defaulting
builder, and provide additional funds.  In S&P's view, it will be
evident shortly whether they intend to do so.

"The rating reflects our view that credit quality will continue to
deteriorate unless an alternate plan quickly materializes," said
S&P Global Ratings analyst Antonio Bettinelli.  "At this stage, we
see approximately equal probabilities of a downgrade or upgrade and
the direction will next be determined by the outcome of
negotiations that we expect are occurring now and that may include
replacing the builder and a reassessment of the project's
counterparty risk."


IMPAX LABORATORIES: Moody's Cuts CFR to B2 on Weakened Performance
------------------------------------------------------------------
Moody's Investors Service downgraded certain ratings of Impax
Laboratories, Inc., including the Corporate Family Rating (CFR) to
B2 from B1, and the Probability of Default Rating (PDR) to B2-PD
from B1-PD. At the same time Moody's affirmed the Ba2 rating on the
senior secured revolving credit facility and term loan, and the
SGL-1 Speculative Grade Liquidity Rating. The rating outlook is
stable.

"The downgrade of Impax's CFR to B2 reflects a weakening in
operating performance that will result in high leverage. Moody's
believes total debt/EBITDA will be above 5.0 times throughout
2017," stated Morris Borenstein, Assistant Vice President. "While
its epinephrine franchise and branded Parkinson's drug, Rytary are
growing, intense generic drug pricing pressure affecting Impax's
product portfolio increases event risk in Moody's views," continued
Borenstein.

Moody's affirmation of the senior secured credit facilities at Ba2
reflects its senior position in the capital structure and ample
loss absorption provided by the company's $600 million of unsecured
convertible notes (not rated).

Issuer: Impax Laboratories, Inc.

Ratings downgraded:

Corporate Family Rating, to B2 from B1

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

Ratings affirmed:

Senior secured revolving credit facility due 2021, Ba2 (LGD2)

Senior secured Term Loan A due 2021, Ba2 (LGD2)

SGL-1 Speculative Grade Liquidity Rating

The outlook is stable

RATINGS RATIONALE

The B2 Corporate Family Rating reflects Impax's high financial
leverage with debt/EBITDA exceeding 5.0 times. The ratings are also
constrained by Impax's modest size and scale in the generic drug
industry, which is characterized by intense competition and pricing
pressure from its customers. The ratings are also constrained by
Impax's geographic concentration, as almost all revenues are
generated in the US. The ratings are supported by relatively good
product diversity, a growing branded business and good projected
cash flow.

The SGL-1 Speculative Grade Liquidity Rating reflects Moody's
expectation of very good liquidity over the next 12 months. Moody's
believes free cash flow will be around $100 million over the next
twelve months, with an undrawn $200 million revolving credit
facility, and ample cushion under its financial covenants.

The stable outlook reflects Moody's view that debt to EBITDA will
remain above 5.0 times throughout 2017, but that Impax will use its
strong free cash flow to repay debt, resulting in deleveraging
below 5.0x in 2018.

The ratings could be downgraded if debt to EBITDA is expected to be
sustained above 5.0x or if liquidity materially weakens.

The ratings could be upgraded if debt to EBITDA is expected to be
sustained below 4.0x. Demonstration of sustainable growth in
revenue and earnings would also be needed for an upgrade to occur.

The principal methodology used in these ratings was Global
Pharmaceutical Industry published in December 2012.

Impax Laboratories, Inc., headquartered in Hayward, CA, is a
specialty generic and branded pharmaceutical producer operating in
the US. Impax generated $824 million of revenues for the twelve
month period ended December 31, 2016.


INNOVATION VENTURES: S&P Affirms Then Withdraws 'B+' CCR
--------------------------------------------------------
S&P Global Ratings affirmed its 'B+' corporate credit rating and
'BB' issue-level rating on Innovation Ventures LLC's $100 million
revolving credit facility and $450 million term loan, both due in
2021.  S&P subsequently withdrew all ratings at the request of the
company.

"We believe the company's operating performance and credit measures
outlook remain largely unchanged from September 2016, when it
completed a refinancing that included the $100 million revolving
credit facility and $450 million term loan, and reflect our
expectation that the company will maintain debt to EBITDA below 2x
and funds from operations (FFO) to debt of at least 50% through
2017," said S&P Global Ratings credit analyst Francis Cusimano.

The affirmation also reflects the company's narrow product line and
reliance on a single brand, the ongoing risk of legal action,
negative publicity related to its products, and a lack of
governance controls.  The company is a single-product business
within a niche category in the U.S. Its 5-hour Energy product
accounts for 100% of the company's revenue.



INTEGRITY APPLICATIONS: Fahn Kanne & Co. Raises Going Concern Doubt
-------------------------------------------------------------------
Integrity Applications, Inc., filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K, disclosing a
net loss of $5.44 million on $611,689 of revenues for the year
ended December 31, 2016, compared to a net loss of $5.82 million on
$143,167 of revenues for the year ended December 31, 2015.

Fahn Kanne & Co. Grant Thornton Israel in Tel-Aviv, Israel, notes
that the Company has incurred accumulated deficit of $35,604,176,
stockholder's deficit of $10,949,430 and negative operating cash
flows.  These conditions along with other matters, raise
substantial doubt about the Company's ability to continue as a
going concern.

The Company's balance sheet at December 31, 2016, showed total
assets of $2.46 million, total liabilities of $3.37 million, total
temporary equity of $10.04 million, and a stockholders' deficit of
$10.95 million.

A full-text copy of the Company's Form 10-K is available at:
                
                   https://is.gd/QReiHY

Integrity Applications, Inc., is a medical device company.  The
Company is focused on the design, development and commercialization
of non-invasive glucose monitoring devices for use by persons
suffering from diabetes.  It has developed a non-invasive blood
glucose monitor, the GlucoTrack model DF-F glucose monitoring
device, which is designed to help people with diabetes obtain blood
glucose level readings without the pain, inconvenience, cost and
difficulty of conventional (invasive) spot finger stick devices.
The Company operates in Europe, and Asia and Pacific.


INVENTURE FOODS: Moss Adams LLP Raises Going Concern Doubt
----------------------------------------------------------
Inventure Foods, Inc., filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K, disclosing a net loss of
$30.25 million on $269.01 million of net revenues for the year
ended December 31, 2016, compared to a net loss of $20.78 million
on $282.56 million of net revenues for the year ended December 31,
2015.

The Company's independent accountants Moss Adams LLP in Scottsdale,
Ariz., states that the Company has incurred recurring losses from
operations and is dependent on additional financing to fund
operations that raise substantial doubt about its ability to
continue as a going concern.

The Company's balance sheet at December 31, 2016, showed total
assets of $181.48 million, total liabilities of $157.79 million,
and a stockholders' equity of $23.69 million.

A full-text copy of the Company's Form 10-K is available at:
                
                   https://is.gd/wps7lw

Inventure Foods, Inc., is a marketer and manufacturer of
healthy/natural and indulgent specialty snack food brands.
Inventure operate in two segments: frozen products and snack
products.  The frozen products segment produces frozen fruits,
vegetables, beverages and frozen desserts for sale primarily to
grocery stores, club stores and mass merchandisers.  The snack
products segment produces potato chips, kettle chips, potato
crisps, potato skins, pellet snacks, sheeted dough products and
extruded products for sale primarily to snack food distributors and
retailers.  The Company is headquartered in Phoenix, Arizona with
plants in Arizona, Florida, Georgia, Indiana, Oregon and
Washington.


ITUS CORP: SEC Declares S-3 Registration Statement as Effective
---------------------------------------------------------------
Corporation's Registration Statement on Form S-3 (No. 333-217060)
for the resale by certain security holders of the Company,
including Meetrix Communications, Inc., of up to 1,487,606 shares
of common stock (including 500,000 shares of common stock issuable
upon exercise of certain outstanding warrants).  Of the 1,487,606
shares registered for resale, 947,606 shares were issued to Meetrix
in payment of an obligation of the Company equal to approximately
$4.8 million.  With the completion of the payment of this
obligation, and taking into account the proceeds received by the
Company in its recently completed rights offering, the Company
believes that, as of April 12, 2017, its has shareholders' equity
of approximately $3.6 million.

                   About ITUS Corporation

ITUS Corp. -- http://www.ITUScorp.com/-- develops and acquires
patented technologies for the purposes of patent monetization and
patent assertion.  The company currently has 10 patent portfolios
in the areas of Key Based Web Conferencing Encryption, Encrypted
Cellular Communications, E-Paper(R) Electrophoretic Display, Nano
Field Emission Display ("nFED"), Micro Electro Mechanical Systems
Display ("MEMS"), Loyalty Conversion Systems, J-Channel Window
Frame Construction, VPN Multicast Communications, Internet
Telephonic Gateway, and Enhanced Auction Technologies.

CopyTele changed its name to "ITUS Corporation" on Sept. 2, 2014,
to reflect the Company's change in its business operations.

ITUS Corp reported a net loss of $5.01 million on $300,000 of
total revenue for the year ended Oct. 31, 2016, compared to a net
loss of $1.37 million on $9.25 million of total revenue for the
year ended Oct. 31, 2015.

The Company's balance sheet at Jan. 31, 2017, showed $4.21 million
in total assets, $8.03 million in total liabilities and a total
shareholders' deficiency of $3.81 million.

Haskell & White LLP, in Irvine, California, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Oct. 31, 2016, citing that the Company has
limited working capital and limited revenue-generating operations
and a history of net losses and net operating cash flow deficits.
These conditions raise substantial doubt about the Company's
ability to continue as a going concern.


KEMET CORP: BlackRock Inc Holds 4.6% Equity Stake as of March 31
----------------------------------------------------------------
In an amended Schedule 13D filed with the Securities and Exchange
Commission, BlackRock, Inc. disclosed that as of March 31, 2017, it
is the beneficial owner of 2,136,450 shares of common stock,
representing approximately 4.6% of KEMET Corp.'s outstanding common
stock.  A full-text copy of Schedule 13G/A is available for free at
https://is.gd/sjLTj8

                        About KEMET

KEMET, based in Greenville, South Carolina, is a manufacturer and
supplier of passive electronic components, specializing in
tantalum, multilayer ceramic, film, solid aluminum, electrolytic,
and paper capacitors.  KEMET's common stock is listed on the NYSE
under the symbol "KEM."

KEMET reported a net loss of $53.6 million on $735 million of net
sales for the fiscal year ended March 31, 2016, compared with a net
loss of $14.1 million on $823 million of net sales for the fiscal
year ended March 31, 2015.

As of Dec. 31, 2016, Kemet Corporation had $662.5 million in total
assets, $572.1 million in total liabilities and $90.44 million in
total stockholders' equity.

                       *     *     *

KEMET carries a 'Caa1' corporate family rating, with stable
outlook, from Moody's and a 'B-' issuer credit rating with stable
outlook from Standard and Poor's.


KOPH INC: Cash Collateral Motion Mooted by Dismissal
----------------------------------------------------
Judge Jack B. Schmetterer of the U.S. Bankruptcy Court for the
Northern District of Illinois on April 7, 2017, held a hearing on
Koph, Inc.'s motion to use cash collateral.  The judge ruled that
the motion is withdrawn as it is mooted by the dismissal of the
case.

                      About Koph, Inc.

Koph, Inc., is a corporation that operates a restaurant known as
Katie O'Connor's Pint House and Eatery at 13717 S. Route 30 in
Plainfield, Illinois.

Koph, Inc., filed a chapter 11 petition (Bankr. N.D. Ill. Case No.
16-36244) on Nov. 14, 2016.  The petition was signed by its
President, Robert J. Darin.  The Debtor is represented by David P.
Lloyd, Esq., at David P. Lloyd, Ltd.  At the time of filing, the
Debtor estimated assets at $0 to $50,000 and liabilities at
$100,000 to $500,000.


LB VENTURES: Can Use Parker Cash Collateral
-------------------------------------------
Judge Joan N. Feeney of the U.S. Bankruptcy Court for the District
of Massachusetts authorized LB Ventures, LLC, to use the cash
collateral of Nina Parker.

Judge Feeney continues its Jan. 13, 2017 adequate protection order,
pending further order of the Court.

A continued hearing will be held on May 16, 2017 at 11:00 a.m.

                      About LB Ventures

LB Ventures, LLC, based in Quincy, MA, filed a Chapter 11 petition
(Bankr. D. Mass. Case No. 16-13840) on Oct. 4, 2016.  The petition
was signed by Luis M. Barros, manager.  At the time of
the filing, the Debtor estimated $1 million to $10 million in
assets and $500,000 to $1 million in liabilities.

Judge Joan N. Feeney presides over the case.  

The Debtor is represented by Joseph G. Butler, Esq., at Law Office
of Joseph G. Butler.  

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


LEGACY RESERVES: Amends LP Agreement Ahead of May 16 Meet
---------------------------------------------------------
On April 10, 2017, Legacy Reserves LP began mailing the proxy
statement for its 2017 Annual Meeting of Unitholders to be held on
May 16, 2017 to its unitholders of record as of March 21, 2017.

In order to provide Legacy's unitholders and others with a
fully-updated Legacy partnership agreement prior to the Annual
Meeting, the Board of Directors of Legacy's general partner, Legacy
Reserves GP, LLC, has approved, in accordance with Section 13.1 of
the Fourth Amended and Restated Agreement of Limited Partnership of
Legacy Reserves LP, as amended, the Fifth Amended and Restated
Agreement of Limited Partnership of Legacy Reserves LP.

The Fifth Amended and Restated Partnership Agreement incorporates
the amendments to the Fourth Amended and Restated Partnership
Agreement which were approved by Legacy's unitholders at Legacy's
2016 Annual Meeting of Unitholders and set forth in the Amendment
No. 1 dated May 10, 2016, changes to the Fourth Amended and
Restated Partnership Agreement to reflect the passage of time,
certain tax law updates, the removal of provisions that are no
longer applicable and corrections of typographical errors, all as
more fully set forth in Exhibit 3.1 attached hereto. The Fifth
Amended and Restated Partnership Agreement was executed on April
10, 2017.

A full-text copy of the regulatory filing is available at:
https://is.gd/meT2gs

                    About Legacy Reserves

Headquartered in Midland, Texas, Legacy Reserves L.P. is focused on
the acquisition and development of oil and natural gas properties
primarily located in the Permian Basin, East Texas, Rocky Mountain
and Mid-Continent regions of the United States.  The Company's
primary business objective has been to generate stable cash flows
to allow it to make cash distributions to its unitholders and to
support and increase quarterly cash distributions per unit over
time through a combination of acquisitions of new properties and
development of its existing oil and natural gas properties.

Legacy Reserves incurred a net loss attributable to unitholders of
$720.5 million in 2015, a net loss attributable to unitholders of
$295.3 million in 2014 and a net loss attributable to unitholders
of $35.27 million in 2013.

As of Dec. 31, 2016, Legacy Reserves had $1.29 billion in total
assets, $1.52 billion in total liabilities and a total partners'
deficit of $222.07 million.

                       *     *     *

As of Sept. 30, 2016, S&P Global Ratings said that it lowered its
corporate credit rating on Legacy Reserves to 'CCC' from 'B-'.  The
rating outlook is negative.  The downgrade reflects S&P's
expectation that the borrowing base on Legacy's revolving credit
facility could be lowered substantially at its redetermination in
October.

Legacy Reserves carries a 'Caa3' corporate family rating from
Moody's Investors Service.


LEHMAN BROTHERS: Federal Home Loan Bank Settles Suit for $70M
-------------------------------------------------------------
Patrick Fitzgerald, writing for The Wall Street Journal Pro
Bankruptcy, reported that the Federal Home Loan Bank of New York
has agreed to pay $70 million to the remnants of Lehman Brothers
Holdings Inc. to settle a lawsuit over soured interest-rate swaps.

According to the report, the Federal Home Loan Bank, or FHLBNY,
announced the settlement in a regulatory filing as a trial on the
dispute was under way in U.S. Bankruptcy Court in New York.

Lehman and its Special Financing unit sued FHLBNY in 2015 for more
than $150 million it said it was owed from its position on 356
swaps and options transactions, the report related.  Lehman said it
was in the money on the swaps at the time of its 2008 bankruptcy
filing, the report further related.

Although Lehman officially exited bankruptcy protection in 2012,
its derivatives team is still wrangling with creditors over
billions of dollars in disputed claims, the report said.  Swaps and
other derivatives represent a significant source of cash for Lehman
creditors waiting to be paid more than eight years after the
investment bank filed for bankruptcy protection, the report added.

FHLBNY is one of 11 regional home loan banks, which are
cooperatives chartered by Congress and owned by more than 8,000
banks, thrifts, credit unions and insurers, the report said.  They
make loans, backed by home mortgages and other collateral, to their
owners, the report added.

Because of fluctuations in interest-rates markets after Lehman
filed for bankruptcy, FHLBNY went back and "cherry picked" other
termination dates, Lehman's lawsuit alleged, leading the bank "to
massively understate" what it owed Lehman, the report said.

                     About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the

fourth largest investment bank in the United States.  For more
than 150 years, Lehman Brothers has been a leader in the global
financial markets by serving the financial needs of corporations,
governmental units, institutional clients and  individuals
worldwide.

Lehman Brothers filed for Chapter 11 bankruptcy Sept. 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555).  Lehman's bankruptcy petition
disclosed US$639 billion in assets and US$613 billion in debts,
effectively making the firm's bankruptcy filing the largest in
U.S. history.  Several other affiliates followed thereafter.

Affiliates Merit LLC, LB Somerset LLC and LB Preferred Somerset
LLC sought for bankruptcy protection in December 2009.

The Debtors' bankruptcy cases were assigned to Judge James M.
Peck.  Judge Shelley Chapman took over the case after Judge Peck
retired from the bench to join Morrison & Foerster.

A team of Weil, Gotshal & Manges, LLP, lawyers led by the late
Harvey R. Miller, Esq., serve as counsel to Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell,
Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, served
as counsel to the Official Committee of Unsecured Creditors.
Houlihan Lokey Howard & Zukin Capital, Inc., served as the
Committee's  investment banker.

On Sept. 19, 2008, the Honorable Gerard E. Lynch of the U.S.
District Court for the Southern District of New York, entered an
order commencing liquidation of Lehman Brothers, Inc., pursuant to
the provisions of the Securities Investor Protection Act (Case No.
08-CIV-8119 (GEL)).  James W. Giddens was appointed as trustee for
the SIPA liquidation of the business of LBI.  He is represented by
Hughes Hubbard & Reed LLP.

The Bankruptcy Court approved Barclays Bank Plc's purchase of
Lehman Brothers' North American investment banking and capital
markets operations and supporting infrastructure for US$1.75
billion.  Nomura Holdings Inc., the largest brokerage house in
Japan, purchased LBHI's operations in Europe for US$2 plus the
retention of most of employees.  Nomura also bought Lehman's
operations in the Asia Pacific for US$225 million.

Lehman emerged from bankruptcy protection on March 6, 2012, more
than three years after it filed the largest bankruptcy in U.S.
history.  The Chapter 11 plan for the Lehman companies other than
the broker was confirmed in December 2011.


LITHO-TECH: Taps Turton Commercial Real Estate as Realtor
---------------------------------------------------------
Litho-Tech, Inc. seeks approval from the US Bankruptcy Court for
the District of New Jersey to employ Turton Commercial Real Estate
as realtor.  Litho-Tech requires a real estate professional to
assist the Debtor in listing, marketing and securing a purchaser of
the real property of the Estate, 96 Bryant Rd., Waretown, NJ
08758.

The Debtor proposes to pay the professional a commission of 5% of
the sale price at the time of closing of title.

Rosemarie Caruso, broker, attests that Turton Commercial Real
Estate, its members, shareholders, partners, associates, officers
and/or employees are disinterested under U.S.C. Sec. 101(14).

The Realtor can be reached through:

     Rosemarie Caruso
     TURTON COMMERCIAL REAL ESTATE
     1338 Hooper Avenue
     Toms River, NJ 08753
     Tel: (730) 920-2833

                         About Litho-Tech Inc

Litho-Tech, Inc., filed a Chapter 11 bankruptcy petition (Bankr.
D.N.J. Case No. 16-33122) on December 4, 2016, disclosing under $1
million in both assets and liabilities.  The Debtor is represented
by Kevin S. Quinlan, Esq., as counsel.


LM FUNDING: Maturing Debt Obligations Raise Going Concern Doubt
---------------------------------------------------------------
LM Funding America, Inc., filed with the U.S. Securities and
Exchange Commission its amended annual report on Form 10-K/A,
disclosing a net loss of $2.37 million on $4.90 million of total
revenues for the year ended December 31, 2016, compared to a net
income of $1.87 million on $6.96 million of total revenues for the
year ended December 31, 2015.

As of March 31, 2017, the Company had an aggregate of $2,087,377 in
secured debt obligations that will become due within a year.
Although the Company has a history of successfully refinancing its
debt obligations, there is no assurance that it will be able to
refinance its current indebtedness on a timely basis in view of
recent operating losses, pending litigation, market conditions,
and/or other reasons that the Company cannot currently foresee.
Inability to refinance these debt obligations when due could raise
substantial doubt about the Company's ability to continue as a
going concern.  In the event that the Company is unable to
refinance its indebtedness when due, its intent is to generate
liquidity through the monetization of owned real estate assets,
which the Company believe in combination with recent expense cuts
and new sales programs that are resulting in increases in Account
acquisitions for 2017, will mitigate the risks to its liquidity
associated with any inability to refinance its indebtedness.
However, the Company cannot predict, with certainty, the outcome of
its actions to generate liquidity, including the availability of
additional debt financing, or whether such other actions would
generate the expected liquidity as currently planned or needed.
Additionally, a failure to generate additional liquidity could
negatively impact the Company's ability to acquire new Accounts.

The Company depends upon loans from external sources from time to
time to fund and expand its operations.  Its ability to grow its
business is dependent on the Company's access to additional
financing and capital resources.  The failure to obtain financing
and capital as needed would limit the Company's ability to purchase
Accounts and achieve its growth plans.

The Company's balance sheet at December 31, 2016, showed total
assets of $10.01 million, total liabilities of $5.84 million, and a
stockholders' equity of $4.17 million.

A full-text copy of the Company's Form 10-K/A is available at:
                
                   https://is.gd/qRmrYt

LM Funding America, Inc., is a specialty finance company.  The
Company provides funding to nonprofit community associations
primarily located in the state of Florida and to nonprofit
community associations in the states of Washington and Colorado.
It offers incorporated nonprofit community associations
(Associations), a range of financial products customized to each
Association's financial needs.  Its products include Original
Product and New Neighbor Guaranty.  Its Original Product offering
consists of providing funding to Associations by purchasing their
rights under delinquent accounts that are selected by the
Associations arising from unpaid Association assessments.  The
Company offers the New Neighbor Guaranty, wherein an Association
assigns its outstanding indebtedness and accruals on its delinquent
units to it in exchange for payments in an amount equal to the
regular ongoing monthly or quarterly assessments for delinquent
units when those amounts would be due to the Association.


LP CLEANERS: Unsecured Creditors to Get 15% Under Amended Plan
--------------------------------------------------------------
LP Cleaners, Inc., dba Concord Cleaners, filed an amended
disclosure statement explaining its amended plan of reorganization,
proposing to pay unsecured creditors 19 quarterly payments of
$1,475 to be distributed pro rata per the amount of each creditor's
claim.  Payments to unsecured creditors will commence 90 days after
the Effective Date.  The anticipated dividend to unsecured
creditors is approximately 15%.

The prior Plan proposes to pay Class 3 Allowed General Unsecured
Claims $600/quarter, pro rata starting at a time as the priority
tax claims are paid in full.

Ben Koplan will receive $125/month on his non-priority unsecured
claim for past due rent until the claim is paid in full. Payments
will commence the month immediately following the month in which
the Effective Date occurs.

Batson Realty will receive, on its non-priority unsecured claim for
past due rent, $500/month for a period of 60 months. Payments will
commence the month immediately following the month in which the
Effective Date occurs.

The Internal Revenue Service will receive equal monthly
installments at 12% interest to be paid in full within five years
from the Petition Date (payments approximately $485).  Knox County,
Tennessee will be paid in full in equal monthly installments at 12%
interest (payments approximately $315). Anderson County, Tennessee
will be paid in full in equal monthly installments 12% interest
(payments approximately $35). The Tennessee Department of Revenue
will be paid in full in equal monthly installments at 7.5% interest
(payments approximately $260). All payments will commence on the
Effective Date.

The Debtor says it is expected to generate profits above what it
achieved during the period October 27, 2016 through February 28,
2017.  First, the Debtor will be receiving 100% of its credit and
debit deposits rather than 60% which was the case prior to the
Petition Date through the first of January, 2017.  The receipt of
only 60% during the post-petition period October 27, 2016 to the
end of the year results in an inaccurate reflection of the true
ability of the Debtor to make a profit going forward.  Secondly,
the Debtor had significant expenditures during the case for repairs
and some necessary renovations.  These expenses will not occur
after confirmation of the Plan.  Third, the Debtor has reduced its
payroll.  Fourth, the Debtor has made significant improvements to
its operating space, making it attractive to customers, and the
remodeled space is likely to assist in maintaining current business
and retaining new business.  Lastly, the Debtor has developed a
marketing plan, including e-mail and flyer campaigns and other
forms of advertisement.

A full-text copy of the Amended Disclosure Statement dated
April 6, 2017, is available at:

         http://bankrupt.com/misc/tneb16-33166-110.pdf

                       About LP Cleaners

Knoxville, Tenn.-based LP Cleaners, Inc., filed for Chapter 11
bankruptcy protection (Bankr. E.D. Tenn. Case No. 16-33166) on Oct.
27, 2016, estimating its assets and liabilities at between $100,001
to $500,000.  The petition was signed by Larry Pappas, president.
Keith L. Edmiston, Esq., of Edmiston Foster, serves as the Debtor's
bankruptcy counsel.


MAXUS ENERGY: Exclusive Solicitation Period Extended Thru May 31
----------------------------------------------------------------
Judge Christopher Sontchi has extended Maxus Energy Corporation, et
al.'s period by which they have the exclusive right to solicit
acceptances of a chapter 11 plan through May 31, 2017.

As previously reported by The Troubled Company Reporter, on March
1, 2017, shortly before the originally scheduled hearing to
consider approval of the Debtors' Disclosure Statement, the
Official Committee of Unsecured Creditors presented the Debtors
with a term sheet outlining the terms of a modified liquidating
chapter 11 plan, which the Debtors understand is supported by the
Committee, Occidental Chemical Corporation (OCC), and potentially
other creditors.  As part of its proposal, the Committee requested
that the Debtors adjourn the hearing on the Disclosure Statement
from March 7, 2017 to April 7, 2017. In the exercise of their
fiduciary duties, the Debtors' independent directors agreed to
adjourn the Disclosure Statement hearing to evaluate the
Committee's proposal and analyze whether it could provide maximum
recoveries to the estates. The Debtors are also using the
adjournment period to continue ongoing good faith negotiations with
creditors that, if successful, could pave the path to greater
consensus.

                About Maxus Energy Corporation

Maxus Energy Corporation and four of its subsidiaries filed
voluntary petitions for reorganization under Chapter 11 (Bankr.
D. Del., Case No. 16-11501) on June 17, 2016.  The Debtors
intend to use the breathing spell afforded by the Bankruptcy
Code to decide whether their existing environmental remediation
operations and oil and gas operations can be restructured as a
sustainable, stand-alone enterprise.

The Debtors have engaged Young Conaway Stargatt & Taylor,
LLP as local counsel, Morrison & Foerster LLP as general
bankruptcy counsel, Zolfo Cooper, LLC as financial advisor
and Prime Clerk LLC as claims and noticing agent, all are
subject to the Bankruptcy Court's approval.

The Debtors hired Keen-Summit Capital Partners LLC as real estate
broker.  The Debtors also engaged Hilco Steambank to market and
sell their internet protocol numbers and other internet number
resources, and EnergyNet.com to market and sell the Debtors'
rights, title, and interest in and to the oil and gas properties.

On July 7, 2016, the United States Trustee for the District of
Delaware filed Notice of Appointment of Committee of Unsecured
Creditors.  The Committee selected Schulte Roth & Zabell LLP as
counsel, and Cole Schotz as Delaware co-counsel.  Berkeley
Research Group, LLC, serves as financial advisor for the
Committee.

Andrew Vara, acting U.S. Trustee for Region 3, appointed the
following to a committee of retirees: John Leslie Jackson, Sr.,
Gerald G. Carlton, and Robert E. Garbesi.  The Retirees Committee
retained Akin Gump Strauss Hauer & Feld LLP as counsel and Ashby &
Geddes, P.A., as co-counsel.


MCGRAW-HILL GLOBAL: Fitch Keeps B+ IDR on Watch Positive
--------------------------------------------------------
Fitch Ratings has maintained the Rating Watch Positive on the 'B+'
Issuer Default Ratings (IDR) assigned to McGraw-Hill Global
Education Holdings, LLC (MHGE), McGraw-Hill Global Education
Finance, Inc. (MHGE Finance), MHGE Parent, LLC (HoldCo) and MHGE
Parent Finance, Inc. (HoldCo Finance). MHGE, HoldCo and HoldCo
Finance are all indirect wholly owned subsidiaries of McGraw-Hill
Education, Inc. (MHE).

Fitch placed MHGE, HoldCo and HoldCo Finance on Rating Watch
Positive on April 18, 2016 following the company's announcement it
would undertake a recapitalization that would reduce debt, improve
liquidity, diversify the company's operating and financial profile
and strengthen the credit facilities' security package. The first
phase of the recapitalization was completed on May 4, 2016 with the
repayment of debt at MHGE and McGraw-Hill School Education
Holdings, LLC (MHSE) using proceeds from the issuance of new senior
secured and unsecured debt. The second phase will involve MHE's
previously announced IPO, which has not yet been completed.

The recapitalization details include the expectation that MHE will
use a portion of net proceeds from its IPO, announced in September
2015, to repay the senior unsecured notes issued by HoldCo and
HoldCo Finance. Fitch would consider an upgrade if IPO proceeds are
used to repay all existing MHGE Parent debt ($453 million
outstanding as of March 21, 2017). Pro forma for the IPO and
expected debt repayment, Fitch calculated funds from operations
(FFO) adjusted total leverage is expected to be 5.7x as of Dec. 31,
2016 approximately a full turn lower than the actual FFO adjusted
leverage of 6.8x. Fitch expects FFO adjusted leverage to drop below
5.0x by 2018 as the higher education market improves both in
billings and operationally as well as large adoption opportunities
in California, Texas and Florida.

Given the rebound in the IPO market thus far in 2017, Fitch
believes it is appropriate to maintain the Rating Watch Positive.
Fitch will continue to monitor the IPO market and its potential
effect on MHE's ability to complete its planned IPO. If the company
is unable to complete the IPO, Fitch would remove the Rating Watch
Positive. If this occurs, Fitch expects to affirm the remaining
ratings. The Rating Watch Positive would also be removed if MHE
adjusts the use of expected IPO proceeds and does not repay the
HoldCo notes in full.

KEY RATING DRIVERS

Reorganization: With the repayment of its debt, MHSE became a
subsidiary of MHGE, diversifying MHGE's operating and financial
profile and contributing fresh collateral to the new credit
facilities. MHGE's new business profile is as follows:
approximately 38% of total billings are from higher education
publishing/solutions, 40% from K-12 education content, 15% from
international, which includes sales of higher education and
professional education materials, and 6% from professional
education content and services.

Defensible Market Shares: In the U.S. higher education publishing
market, Fitch believes Pearson Education, Cengage Learning and MHGE
collectively hold more than 75% market share. For the U.S. K-12
publishing market, Fitch believes Pearson Education, Houghton
Mifflin Harcourt and MHSE collectively hold more than 80% market
share. This scale provides meaningful advantages and creates
barriers to entry for new publishers in both segments.

Long-term Digital Opportunity: Fitch believes the transition to
digital will lead to a net benefit and expects MHE to continue
investing in its digital products, including through small bolt-on
acquisitions. Fitch expects print/digital margins to be roughly in
line, as digital textbook price discounts (relative to print) and
interactive user experience investments offset the elimination of
the cost of manufacturing, warehousing and shipping printed
textbooks. In addition, higher education publishers will have the
opportunity to disintermediate used/rental textbook sellers.

Education Spending Budgets: Fitch believes state and municipal
revenues and education budgets will continue to improve at least
through 2019 as a result of a strong adoption calendar, following
several years of cyclical weakness. However, the potential for
federal student aid cuts remain an issue for higher education
publishers. Long term, Fitch believes higher education enrollment
will continue to grow in the low single digits, as college degrees
continue to be a necessity for many employers.

KEY ASSUMPTIONS

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

-- Higher education revenue is forecasted to grow low to mid-
    single digits annually as digital continues its positive
    growth trajectory driven by growing acceptance of adaptive
    learning solutions. The El-Hi segment is expected to return to

    positive growth in 2017 with new adoption opportunities.
    Professional and International revenue is expected to grow by
    2% and 3%, respectively.

-- EBITDA margins are expected to grow driven by the continued
    implementation of cost savings that will more fully flow
    through the financial statements.

-- MHE's IPO proceeds are sufficient to repay HoldCo notes in
    2017.

-- No dividends or share repurchases are contemplated following
    the IPO.

RATING SENSITIVITIES

Rating Upgrade: The Rating Watch will be resolved positively when
MHE's planned IPO has been completed. Fitch will consider an
upgrade if IPO proceeds are used to repay all existing HoldCo debt,
which should result in Fitch-calculated FFO adjusted total leverage
falling by approximately one turn. Fitch may consider a multi notch
upgrade if MHGE establishes a financial policy that results in a
significant improvement in operating metrics, including FFO
adjusted total leverage.

Rating Downgrade: The Rating Watch Positive would be removed if MHE
adjusts the use of expected IPO proceeds and does not repay the
HoldCo notes in full or is unable to complete the IPO.

LIQUIDITY

As of Dec. 31, 2016, MHGE had $419 million in cash and full
availability under its $350 million revolver due 2021.
Fitch-calculated FFO adjusted total leverage was 6.8x. Fitch's
focus on FFO adjusted total leverage is driven by the contribution
of MHSE into MHGE with the debt refinancing and the resultant
increase in MHGE's exposure to deferred digital revenues. The
calculation is in line with how Fitch calculates leverage across
the El-Hi industry, with the change in deferred revenue included in
the calculation of FFO to account for GAAP-driven revenue timing
differentials. As digital revenues continue increasing, revenues
realized in a given year will eventually match revenues recognized
in that year, although Fitch does not expect that to occur within
the rating horizon.

MHGE's Recovery Ratings reflect Fitch's expectation that the
enterprise value of the company and, thus, recovery rates for its
creditors, will be maximized in a restructuring scenario (as a
going concern) rather than a liquidation. Fitch estimates a
distressed enterprise valuation of $1.9 billion, using a 6x
multiple and a post restructuring EBITDA of approximately $320
million. After deducting Fitch's standard 10% administrative claim,
Fitch estimates recovery for the senior secured instruments
consisting of new senior secured instruments which maps to the
higher end end of its 71%-90% 'RR2' range. The HoldCo notes and new
senior secured notes have no expected recovery, resulting in an
'RR6' rating.

FULL LIST OF RATING ACTIONS

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

McGraw-Hill Global Education Holdings, LLC (MHGE)

-- Long-Term IDR 'B+';
-- Senior secured credit facility 'BB/RR2';
-- Senior unsecured notes 'B-/RR6'.

McGraw-Hill Global Education Finance, Inc. (MHGE Finance; co-issuer
on MHGE's senior notes)

-- Long-Term IDR 'B+';
-- Senior unsecured notes 'B-/RR6'.

MHGE Parent, LLC (HoldCo)

-- Long-Term IDR at 'B+';
-- Senior unsecured notes 'B-/RR6'.

MHGE Parent Finance, Inc. (HoldCo Finance; co-issuer to HoldCo's
senior unsecured notes)

-- Long-Term IDR 'B+';
-- Senior unsecured notes 'B-/RR6'.


MICHAEL PETERS: Sale of Templeton Property for $249K Approved
-------------------------------------------------------------
Judge Peter Carroll of the U.S. Bankruptcy Court for the Central
District of California authorized Michael Clegg Peters' sale of
real property located at 96 Old County Road, Templeton, California,
parcel ID 041-031-006, to Rick Bohnsack for $249,000.

A hearing on the Motion was held on April 2, 2017 at 10:00 a.m.

The sale is free and clear of all Liens.

The Debtor is authorized to pay all other reasonable and customary
escrow fees, brokers' commissions, recording fees, title insurance
premiums, and closing costs necessary and proper to conclude the
sale of the Templeton Property, directly from escrow.

The 14-day stay prescribed by Federal Rule of Bankruptcy Procedure
6004(g) is waived.

The Order will take effect immediately upon entry.

Michael Clegg Peters sought Chapter 11 protection (Bankr. C.D. Cal.
Case No. 16-11416) on July 27, 2016.  The Debtor tapped Michael Jay
Berger, Esq., as counsel.


MIDWEST FARM: Has Final Nod to Use Bank Cash Collateral
-------------------------------------------------------
Judge Charles L. Nail, Jr. of the U.S. Bankruptcy Court for the
District of South Dakota authorized Midwest Farm, L.L.C. to use on
a final basis by April 18, 2017 $55,675 of Plains Commerce Bank's
cash collateral and an additional $54,000 by May 1, 2017.

The Debtor is authorized to use the Cash Collateral for the
expenses set forth in the Budget, with the expenses paid per
category not to exceed the budgeted amounts set forth.

The Budget contemplates total expenses of $531,701 for the period
March 25, 2017 through April 10, 2017; $55,675 for the period April
11, 2017 through April 30, 2017; and $54,000 for the period May 1,
2017 through May 31, 2017.

As adequate protection, Plains Commerce Bank is granted a
replacement lien on property of the estate, excluding any lien on
the Debtor's 2017 crops, products and proceeds from Debtor's 2017
crops, insurance on Debtor's 2017 crops, and government program
proceeds or payments regarding Debtor's 2017 crops.  Said
replacement lien shall be in the same form and priority as the lien
Plains Commerce Bank held prepetition, subject to the valid
existing prior liens of record, and shall be subject to any
adequate protection Debtor may provide to Bill Landsman and PHI
Financial Services, Inc., under any orders authorizing Debtor to
obtain secured credit from Bill Landsman and PHI Financial
Services, Inc.

The Bank is further granted the Debtor's obligation to keep the
Bank's collateral insured and to maintain the Bank's collateral in
its present condition, ordinary wear and tear excepted.

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

      http://bankrupt.com/misc/sdb17-40091-7.pdf

A copy of the Final Order is available at:

     
http://bankrupt.com/misc/sdb17-40091_53_Cash_Midwest_Farm.pdf

                 About Midwest Farm, L.L.C.

Midwest Farm, L.L.C., is engaged in the business of grain farming
and custom farming with facilities located in and around Aurora,
South Dakota, and farms real estate located in Brookings County,
South Dakota; Moody County, South Dakota; and Lincoln County,
Minnesota.  Each of Douglas Stein and Dana Stein owns a 50%
membership interest in the Debtor.

Midwest Farm, L.L.C., filed a Chapter 11 petition (Bankr. D. S.D.
Case No. 17-40091) on March 24, 2017.  At the time of filing, the
Debtor had $9.69 million in total assets and $6.66 million in
total
liabilities.

The case is assigned to Judge Charles L. Nail, Jr.

Gerry & Kulm Ask, Prof. LLC, is serving as bankruptcy counsel,
with
the engagement led by Laura L. Kulm Ask, Esq.  Kathy Meland is the
Debtor's agricultural financial consultant.

A meeting of creditors pursuant to 341(a) of the Bankruptcy Code
has been set for April 25, 2017, at 2:00 p.m. at Suite 300, 314 S
Main Ave, Sioux Falls.  Proofs of claim are due on June 26, 2017.


MILLER MARINE: Allowed to Use Cash Collateral on Interim Basis
--------------------------------------------------------------
Judge Karen K. Specie of the U.S. Bankruptcy Court for the Northern
District of Florida authorized Miller Marine Yacht Services, Inc.,
to continue to use the cash collateral of the Estate of E.A.
Drummond on an interim basis.

The Debtor is authorized to use cash collateral for reasonable and
customary expenses necessary to operate its business.  

Consequently, the Debtor will allow counsel for the Estate of E.A.
Drummond, and its respective counsel and agents, free access to its
books and records to insure that proper payments are being made for
operating expenses, including payment such as electric and other
utility bills, payroll, inventory purchases, insurance, maintenance
and ordinary operating expenses and repairs.

A full-text copy of the Order, dated April 10, 2017, is available
at https://is.gd/NocJpc

               About Miller Marine Yacht Services

Miller Marine Yacht Services, Inc., filed a Chapter 11 bankruptcy
petition (Bankr. N.D. Fla. Case No. 17-50113) on March 31, 2017.
The petition was signed by Willian M. Miller, president.  The
Debtor disclosed total assets of $3.3 million and total liabilities
of $2.03 million.  The Hon. Karen K. Specie presides over the case.
The Debtor is represented by Charles M. Wynn, Esq. at Charles M.
Wynn Law Offices, PA.   


MOBILDEDIRECT INC: Amended Disclosures OK'd; Plan Hearing on May 5
------------------------------------------------------------------
Judge Benjamin P. Hursh of the U.S. Bankruptcy Court for the
District of Montana approved MobileDirect, Inc.'s amended
disclosure statement, dated Feb. 7, 2017.

If objections are filed on the April 21, 2017 deadline, approval of
the Debtor's amended plan of liquidation dated February 7, 2017,
will not be considered on May 5, 2017, and the hearing will be
limited to any objections to Debtor's amended disclosure
statement.

Hearing on the confirmation of the Debtor's amended plan of
liquidation shall be held, on May 5, 2017, at 09:00 a.m., or as
soon thereafter as the parties can be heard, in the bankruptcy
courtroom, Russell Smith courthouse, 201 East Broadway, Missoula,
Montana.

April 28, 2017, is fixed as the last day for filing and serving
written objections to confirmation of the Debtor's amended plan of
liquidation, and for filing written acceptances or rejections of
said plan.

                     About Mobiledirect, Inc.

MobileDirect Inc. filed a Chapter 11 petition (Bankr. D. Mont.
Case
No. 16-60596), on June 13, 2016.  The petition was signed by Clyde
Neu, Co-Founder and CFO.  

The case is assigned to Judge Ralph B. Kirscher.  The Debtor is
represented by Steve M. Johnson, Esq., at Church, Harris, Johnson
and Williams, P.C.  Anderson ZurMuehlen was employed as accountant
to the Debtor.

At the time of filing, the Debtor estimated assets at $0 to
$50,000
and liabilities at $100,000 to $500,000.


MONUMENT SECURITY: Wants Cash Access Until End of 2017
------------------------------------------------------
Monument Security, Inc., filed a motion seeking authorization from
the U.S. Bankruptcy Court for the Eastern District of California to
continue until the end of 2017 using cash collateral in which
Citibank, N.A., and the Internal Revenue Service may potentially
assert interests.

The Debtor intends to use cash collateral to pay expenses necessary
to maintain its ongoing postpetition security services business and
for the administration of its Chapter 11 case.

A cash collateral order is already in effect but was set to expire
on April 1, 2017.  The Debtor, thus, sought a cash collateral order
similar to the one already in effect through the remainder of the
2017 calendar year in accordance with the budget.

The Debtor is not aware of any agreements in which it has pledged
as collateral the cash, accounts receivables, or receipts of its
business operations other that to Citibank, N.A., securing payment
of two loans of the Debtor in the approximate amounts of $312,346
and $164,500.  The amount of $164,500 is guaranteed by the Small
Business Administration. In addition, the Debtor is not aware
either, of any involuntary blanket liens on its assets, except the
IRS' lien for taxes from 2014 and 2015 in the approximate amount of
$680,000.

The Debtor contends that the total liens secured by its cash and
receivables is approximately $1,156,846, while its liquid assets,
which includes accounts receivables, totaled approximately
$1,948,372.  As such, the Debtor alleges that an equitable cushion
exists between its liquid assets and the security by over
$791,526.

The Debtor also contends that the IRS' lien is also encumbering the
personal residence of its former CEO, and thus, there is
approximately $400,000 in equity in that residence, after
application of the homestead exclusion.

Furthermore, the Debtor tells the Court that it has filed an
Amended Monthly Operating Report for February, describing that some
of the discrepancies on the initially filed First Monthly Operating
Report resulted from the transitioning to the Debtor-In-Possession
account from Bank of America and Citibank.  In addition, the
Amended Monthly Operating Report is now reconciled and Schedule H
now matches with its Cash Receipts, Disbursements and Balance
Sheet.  Also the postpetition debts on Schedule A has been
corrected.  The Debtor also tells the Court that it is waiting for
checks to clear out of the old accounts.

A full-text copy of the Debtor's Motion, dated April 11, 2017, is
available at https://is.gd/qhn2lr

                  About Monument Security

Monument Security, Inc. was formed in 1995, and operates a security
services business in California, Nevada, Arizona, Colorado,
Georgia, Florida, Indiana, Louisiana, Maryland, Missouri, New
Jersey, New York, Ohio, Oregon, Texas, Utah, Washington, and
Wyoming.  It also subcontracts work to other security providers in
Alaska, Arizona, New Mexico and North Carolina.  The business had
been successfully run by Scott McDonald for many years and
regularly employs more than 1000 employees.

Monument Security filed a Chapter 11 petition (Bankr. E.D. Cal. No.
17-20689) on Feb. 1, 2017.  The petition was signed by Michael
Bivians, CEO.  At the time of filing, the Debtor disclosed total
assets of $2.82 million and total liabilities of $3.11 million.  

The case is assigned to Judge Robert S. Bardwil.  

The Debtor is represented by Matthew R. Eason, Esq. and Kyle K.
Tambornini, Esq., at Eason & Tambornini.


MOSAIC MANAGEMENT: Unsecureds May Get Investment Trust Share
------------------------------------------------------------
Mosaic Management Group, Inc., et al., the Official Committee of
Unsecured Creditors and the Official Committee of Investor
Creditors filed with the U.S. Bankruptcy Court for the Southern
District of Florida a disclosure statement dated April 12, 2017,
referring to the joint plan of reorganization for the Debtors.

Class 3 General Unsecured Claims are impaired by the Plan.  Each
holder of an Allowed General Unsecured Claim will have the option
of electing one of these three treatments of its Allowed General
Unsecured Claim by checking the appropriate box on its ballot, each
of which will be treated as a vote to accept the Plan:

     (1) Option 1-Investment Trust Election.  Holders of an
         Allowed General Unsecured Claim may, in full and final
         satisfaction of claim, exchange, transfer, and assign
         their respective Allowed General Unsecured Claims to the
         Investment Trust and thereby elect to become an
         Investment Trust Elector.  In exchange for the
         contribution of the General Unsecured Claim to the
         Investment Trust, the Investment Trust Elector (A) will
         receive Investment Trust Shares in the Investment Trust
         equal to one Investment Share for every $1.00 of
         Investment Trust Elector's Allowed Class 3 Claim or
         Claims; (B) will be relieved of all payment obligations
         for Policy premiums and the servicing fees relating to
         the Policies due for periods from and after the Petition
         Date; and (C) will be subject to the Investment Trust's
         right of setoff for any unpaid Pre-Petition Default
         Amount.  Consistent with Article 10.4 of the Plan, the
         Investment Trustee may set off from any Distribution
         called for on account of any Investment Trust Share an
         amount equal in value to any Prepetition Default Amount
         that any Debtor may hold against the holder of any
         Investment Trust Share.  Each holder of an Allowed Class
         3 Claim may elect the Investment Trust Election by making

         election on the ballot to be provided to the holders of
         Allowed Class 3 Claims entitled to vote to accept or
         reject the Plan;

     (2) Option 2-Cash-Out Election.  Each holder of an Allowed
         Class 3 Claim may elect the Cash-Out Election on the
         holder's Class 3 Ballot and thereby elect to become a
         Cash-Out Elector.  By making the Cash-Out Election, each
         Cash-Out Elector will first exchange, transfer, and
         assign their Allowed General Unsecured Claim to the
         Investment Trust and will receive one Investment Trust
         Share for every dollar of its Allowed General Unsecured
         Claim.  Each Cash-Out Elector who makes the Cash-Out
         Election on their Class 3 Ballot will then sell, assign,
         and transfer their Investment Trust Shares to ASM and, in

         exchange, receive from ASM a lump-sum of cash within 10
         days after the Effective Date equal to [x] for each $1.00

         of the Cash-Out Elector's Allowed Class 3 Claim.  In
         exchange, ASM will be assigned Investment Trust Shares in

         the Investment Trust equal to one Investment Share for
         every $1.00 of holder's Allowed Class 3 Claim or Claims
         acquired by ASM in the Cash-Out Election.  Except for
         ASM, each holder of an Allowed Class 3 Claim who elects
         the Cash-Out Election will be subject to the Investment
         Trust's right of setoff for any unpaid Pre-Petition
         Default Amount.  Each holder of an Allowed Class 3 Claim
         may elect the Cash-Out Election by making Cash-Out
         Election on the Ballot to be provided to the holders of
         Allowed Class 3 Claims entitled to vote to accept or
         reject the Plan; provided, however, that the Cash-Out
         Election is not available to any holder of an Allowed
         Class 3 Claim against whom the Debtors', whether
         individually or collectively, right to setoff exceeds the

         total amount of cash to be paid by ASM to the Cash-Out
         Elector; and

     (3) Option 3-Hybrid Election.  Hybrid Election.  Each holder
         of an Allowed Class 3 Claim may elect the Hybrid Election

         on the holder's Class 3 Ballot and thereby elect to
         become a Hybrid Elector.  By making the Hybrid Election,
         each Hybrid Elector will first exchange, transfer, and
         assign their Allowed General Unsecured Claim to the
         Investment Trust and will receive one Investment Trust
         Share for every dollar of its Allowed General Unsecured
         Claim.  Then, by making the Hybrid Election, each Hybrid
         Elector will (i) exchange, transfer, and assign 50% of
         the Hybrid Elector's Allowed Class 3 Claim to the
         Investment Trust for Investment Trust Shares as provided
         in Article 5.3(b)(1), and (ii) sell, assign, and transfer

         the remaining 50% of Hybrid Elector's Investment Trust
         Shares to ASM and, in exchange, receive from ASM a lump-
         sum payment in Cash in an amount equal to [X] for each
         $1.00 of 50% of the holder's Allowed Claim as provided in
         Article 5.3(b)(2) above.  In exchange for the sale,
         assignment, and transfer of the Investment Trust Shares
         to ASM, ASM will be assigned Investment Trust Shares in
         the Investment Trust equal to one Investment Share for
         every $1.00 for 50% of the holder's Allowed Class 3
         Claim or Claims acquired by ASM in the Hybrid Election.
         Except for ASM, each holder of an Allowed Class 3 Claim
         who elects the Hybrid Election will be subject to the
         Investment Trust's right of setoff for any unpaid Pre-
         Petition Default Amount.  Each holder of an Allowed Class

         3 Claim may elect the Hybrid Election by making election
         on the ballot to be provided to the holders of Allowed
         Class 3 Claims entitled to vote to accept or reject the
         Plan; provided, however, that the Hybrid Election is not
         available to any holder of an Allowed Class 3 Claim
         against whom the Debtors', whether individually or
         collectively, right to setoff exceeds the total amount of

         cash to be paid by ASM to the Hybrid Elector.  For the
         avoidance of doubt, ASM will be assigned Investment
         Trust Shares equal to one Investment Share for every
         $1.00 up to the amount of each holder's Allowed Claim
         sold, assigned and transferred to ASM pursuant to the
         Option 2-Cash Out Election or Option 3-Hybrid Election.
         Any Allowed Class 3 Claims or portions thereof or
         Investment Trust Shares acquired by ASM will not be
         subject to the Debtor's or Investment Trust's rights of
         setoff.

On the Effective Date, in accordance with, and subject to, the
terms and conditions of the Exit Facility Documents, the Investment
Trust will enter into the Exit Facility without the need for any
further corporate action and without further action by the holders
of Claims or Equity Interests.  Consistent with Article 3.5 of the
Plan, DIP Facility will be assumed, extended and restated with the
proceeds of the Exit Facility, with terms and conditions to be
negotiated that will be acceptable to the Plan Proponents and the
Investment Trust.  The proceeds issued or deemed issued under the
Exit Facility will be used to (i) fund Distributions under the
Plan, (ii) pay the Professional Claims and the Post Confirmation
Administrative Claims in full in accordance with Article 3 of the
Plan, (iii) fund other Distributions, costs, and expenses
contemplated by the Plan, and (iv) fund general working capital and
for general corporate purposes of the Investment Trust, subject to
the terms of the Exit Facility Documents.

The Investment Trust will be created upon entry of the Confirmation
Order pursuant to the Investment Trust Agreement for the purpose
of, inter alia, administering the Investment Trust Assets, pursuing
Causes of Action, and making Distributions under the Plan.  The
Investment Trust will be created for the primary purpose of
liquidating and collecting on assets transferred to it, with no
objective to continue to engage in the conduct of a trade or
business except to the extent reasonably necessary to, and
consistent with, the liquidating purpose of the Investment Trust.
The Estates will treat the transfer of Investment Trust Assets to
the Investment Trust for all purposes of the Internal Revenue Code
as a transfer to beneficiaries to the extent that the holders of
Allowed Class 3 Claims are the beneficiaries of the Investment
Trust.  Accordingly, the transfer will be treated as a deemed
transfer to the beneficiary-creditors followed by a deemed transfer
by the beneficiary-creditors to the Investment Trust.  The
beneficiaries of the trust will be treated as the trust grantors
and deemed owners of the Investment Trust.

The Investment Trustee will file tax returns for the Investment
Trust as a grantor trust in accordance with IRC Reg. Sec.
1.671-4(a).  In addition, the Investment Trustee will provide for
consistent valuation of property transferred to the Investment
Trust and those valuations must be used for all federal income tax
purposes by the Estates, the Investment Trust and the
beneficiaries.

The Investment Trustee will be responsible for making Distributions
under the Plan after the Effective Date.  In making Distributions
under the Plan, the Investment Trustee will comply with all
withholding and reporting requirements imposed by federal, state or
local taxing authorities.  All Distributions pursuant to the Plan
will be subject to all applicable withholding and reporting
requirements.

The Trustee will distribute at least annually to the Investment
Trust beneficiaries all of the Distributable Cash generated by the
Investment Trust Assets during each calendar year; provided,
however, that the Investment Trustee will first repay in kind all
amounts owing to the Exit Lender under the Exit Facility Documents
prior to any distribution of Distributable Cash.  All distributions
will be made in proportion to each Investment Trust Beneficiary's
respective pro rata share.

A copy of the Disclosure Statement is available at:

          http://bankrupt.com/misc/flsb16-20833-489.pdf

                 About Mosaic Management Group

Founded in 2001, Mosaic Management is a Nevada for-profit
corporation conducting business in Palm Beach County, Florida.
Prior to the Petition Date, Mosaic Management was a financial
services organization that provided management oversight and
administration services for portfolios of life insurance policies.
Further, Mosaic Management provided services to clients in the
secondary market of U.S. life insurance policies.

Mosaic Alternative was established in the British Virgin Islands in
2003 under the name of Mosaic Caribe Ltd., with the model of
promoting international sales of life settlement products to
prospective investors.  Effective Jan. 1, 2007, Mosaic Caribe
changed its name to Mosaic Alternative Assets Ltd. Prior to the
Petition Date, Mosaic Alternative was a distributor of fractional
shares of life settlements outside the United States, with sales in
at least 36 countries.

Mosaic Alterative sought to provide policy-related investment
vehicles and portfolio diversification by selling and servicing
long-term investment products.

Mosaic Management Group, Inc., and its affiliates sought protection
under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Lead Case
No. 16-20833) on Aug. 4, 2016.  The petitions were signed by
Charles Thomas Ryals, president and chief executive officer.  Judge
Erik P. Kimball presides over the case.

Mosaic Management Group estimated assets at less than $50,000 and
liabilities at $50,000 to $100,000.  Mosaic Alternative Assets Ltd.
estimated assets at $50 million to $100 million and liabilities at
$1 million to $10 million.

The Debtors originally tapped Berger Singerman LLP as bankruptcy
counsel.  In September 2016, the Debtors hired Kristopher E.
Aungst, Esq., and Angelo Castaldi, Esq., of Tripp Scott, P.A., as
legal counsel.  The Debtors also tapped Erwin Legal PLC, as special
counsel; Longevity Asset Advisors, LLC as consultant and sales
agent; GlassRatner Advisory & Capital Group, LLC, as financial
advisors and accountants; and Ricoh USA, Inc., as electronic data
consultant.

Guy G. Gebhardt, Acting U.S. Trustee for Region 21, on Aug. 23,
2016, appointed creditors of Mosaic Alternative Settlements, Inc.,
to serve on the official committee of unsecured creditors.  The
MASI committee hired Furr and Cohen, P.A. as its legal counsel,
and hire Genovese, Joblove & Battista, P.A., as special counsel.

The Acting U.S. Trustee for Region 21 on Dec. 8, 2016, appointed
creditors of Mosaic Alternative Assets, Ltd., to serve on the
official committee of investor creditors. The Committee of
Investor Creditors retains Bast Amron LLP as counsel.

An official committee of unsecured creditors has not yet been
appointed in the Chapter 11 cases of Mosaic Management Group Inc.
and Paladin Settlements, Inc., as of Dec. 23, according to the
case
docket.


MYOS RENS TECH: WithumSmith+Brown PC Raises Going Concern Doubt
---------------------------------------------------------------
MYOS RENS Technology Inc. filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K, disclosing a
net loss of $4.34 million on $327,000 of net revenues for the year
ended December 31, 2016, compared to a net loss of $5.08 million on
$159,000 of net revenues for the year ended December 31, 2015.

WithumSmith+Brown, PC, in New Brunswick, N.J., states that the
entity has suffered recurring losses from operations, and has an
accumulated deficit, that raise substantial doubt about its ability
to continue as a going concern.

The Company's balance sheet at December 31, 2016, showed total
assets of $5.96 million, total liabilities of $643,000, and a
stockholders' equity of $5.32 million.

A full-text copy of the Company's Form 10-K is available at:
                
                   http://bit.ly/2p5rGZ8

MYOS RENS Technology Inc. is a bionutrition and biotherapeutics
company.  The Company is focused on the discovery, development and
commercialization of products that improve muscle health and
function essential for the management of sarcopenia, cachexia and
degenerative muscle diseases, and as an adjunct to the treatment of
obesity.  MYOS is evaluating the modulation of myostatin.  Its
research is focused on developing strategies and therapeutic
interventions to address muscle related conditions, including
sarcopenia, cachexia, and inherited and acquired muscle diseases.
The Company, through its subsidiary, holds the intellectual
property pertaining to Fortetropin, which is a dietary supplement.


NAUTILUS POWER: Moody's Rates $650MM Secured Credit Facilities B1
-----------------------------------------------------------------
Moody's has assigned a B1 rating to Nautilus Power, LLC's (Nautilus
or Borrower or Project) $650 million senior secured credit
facilities made up of a $575 million term loan B due in 2024 and a
$75 million revolving credit facility due in 2022. The outlook is
stable.

Proceeds from the financing will be used to refinance the existing
debt under the name of Essential Power LLC (Essential), which
consists of a $489 million senior secured term loan B due in 2019,
rated B1, and a $75 million senior secured revolving credit
facility due in 2018, also rated B1. Proceeds will also be used to
pay a $79 million distribution to the Sponsor as well as
transaction fees and expenses. Once the new financing closes, the
name of the Borrower is expected to change to Nautilus from
Essential, and Moody's will withdraw the ratings on the existing
Essential debt.

The Project is owned by The Carlyle Group (Sponsor) and consists of
a portfolio of six generation assets totaling 1,749 net MWs located
in the PJM and ISO-New England (ISO-NE) markets.

RATINGS RATIONALE

The B1 rating and stable outlook reflects the cash flow and revenue
stability expected over the next few years within the portfolio
owing to Nautilus's reliance on capacity revenues sourced from
auctions conducted within two of the most transparent and developed
capacity markets in the country. Capacity prices have been set in
PJM through May 2020 with the next auction for the 2020/21 capacity
year scheduled for May 2017. Capacity prices in ISO-NE have been
set through May 2021 as the auction for the 2020/21 capacity year
was completed in February 2017. As a result, capacity revenues for
the next three to four years have been determined through past
capacity auctions, a credit positive that provides highly reliable
cash flows during this period. Further, the Lakewood, Ocean Peaking
and Rock Springs plants are located in EMAAC, the eastern region of
PJM, which has historically benefited from higher capacity prices
than the rest of PJM, due to capacity constraints in that region.

The rating factors in the expectation of a completed refinancing,
which extends the maturity of the term loan to 2024 from the
current 2019 and extends the revolver to 2022 from 2018, lowering
default risk and pushing out the refinancing risk. Moreover, there
will be additional PJM and ISO-NE capacity auctions prior to the
new maturity of the revolver and the term loan, which will provide
visibility into cash flows over the term of the debt.

The B1 rating also acknowledges the existence of support from the
Sponsor as well as the operational oversight being provided by its
affiliate, Cogentrix, who is considered a strong operator. The
Carlyle Group purchased the portfolio last year from the previous
owner, and at the time, made a significant equity investment in the
portfolio. Carlyle's equity investment is being reduced by the
debt-financed distribution being taken in the proposed refinancing.
The B1 rating, therefore acknowledges Nautilus's recapitalization,
which results in higher leverage to facilitate a $79 million
distribution to the Sponsor and increases the debt to
capitalization ratio to 70/30 after recapitalization from 60/40 at
the time of the purchase.

Notwithstanding the benefits to the portfolio from a capacity
auction perspective, the B1 rating also recognizes Nautilus's
position as a purely merchant generation portfolio that derives a
significant portion of its gross margin and related cash flow from
the sale of energy at market prices. In fact, Nautilus's projected
financial metrics, such as its ratio of funds from operations to
debt (FFO/debt), its debt service coverage ratio (DSCR), and
importantly, the amount of debt that will be repaid via an annual
sweep of excess cash flows are highly dependent on market
conditions for the sale of energy and the purchase of fuel for the
Project. The assumed operating profile of the plants, including
their expenses for operations and maintenance as well as their
capacity factors, are also key determinants of Nautilus's future
cash flow.

Expected Financial Performance

The Sponsor's base case projections for energy, capacity, and fuel
prices, as well as their assumptions for capacity factors, have
been developed based on a fundamental analysis of the PJM and
ISO-NE markets performed by ESAI Power LLC. Based on their
assumptions, Nautilus's three-year average projected FFO/debt ratio
is 12.1%, and its three-year average DSCR is 2.46 times. These
financial metrics score right on the cusp of the ranges that
separate a high-B from a low-Ba for these factors under Moody's
Power Generation Project Methodology (the Methodology). In the
Sponsors' case, 71% of the term loan is repaid from excess cash
flow prior to its 2024 maturity date.

By contrast, the Moody's base case, which incorporates more
conservative assumptions about capacity prices after the period of
known prices, and more conservative assumptions about natural gas
prices, power prices and energy margins, results in lower financial
performance. Moody's notes that year-over-year capacity auction
prices have been volatile, with the most recent PJM auction (in May
2016) covering the 2019/2020 capacity year clearing at
$119.77/MW-day in the EMAAC region of PJM, while the recent auction
in ISO-NE covering the 2020/21 capacity year cleared at
$5.30/kW-mo. Both outcomes were lower than the preceding two years.
Under the Moody's case, Moody's projects Nautilus's three-year
average FFO/debt ratio to be 11.0%, and its DSCR to be 2.32 times.
These metrics, which cover the next three years of operation, are
consistent with scores in the upper-end of the B range of the
Methodology for these factors, and are fairly similar to the
Sponsor's three-year average results owing to the Project's high
reliance on known capacity revenues. However, the difference
between each case widens after year 2020 owing to lower assumptions
in the Moody's case for capacity and energy revenues beginning in
2021 and continuing thereafter. Factoring in Moody's assumptions,
Moody's anticipates that 43% of the initial term loan balance would
be repaid by its 2024 maturity, leaving 57% of the original face
amount outstanding at the end of term, or about twice as much debt
to be refinanced at maturity when compared to the Sponsor's case.

Structural Considerations

The lenders will benefit from traditional project financing
features including a pledge of the assets and the Sponsor's
ownership interests in the plants, a trustee administered cash flow
waterfall of accounts, and a six-month debt service reserve that
will be provided in the form of a letter of credit issued under the
$75 million revolving credit facility.

The terms and conditions of the proposed transaction structure
contemplate one financial covenant, which is the maintenance of a
minimum DSCR of 1.1 times. Nautilus may incur pari passu debt up to
4.50 times Net Debt to EBITDA calculated on a rolling four quarters
basis. That said, the issuance of such incremental debt is subject
to each rating agency's affirmation of its then existing rating
after consideration of the proposed debt issuance.

Debt will be repaid quarterly via a 1% scheduled amortization
schedule. There will also be a mandatory annual cash sweep equal to
the greater of 75% of excess cash after scheduled debt service and
the amount necessary to meet the target debt balance.

Rating Outlook

The stable outlook acknowledges the good visibility that exists for
capacity revenues into the 2020/21 time frame in ISO-NE and 2019/20
in PJM and factors in the expectation that the Nautilus assets will
continue to be beneficiaries of these capacity revenues in
subsequent auctions. The outlook further expects the assets to
continue to operate consistent with their design capability, and
that the Project meets financial projection expectations over the
next several years.

Factors that Could Lead to an Upgrade

The rating could be upgraded should the Project produce more robust
cash flow that exceeds Moody's expectations, allowing for repayment
of the term loan faster than expected, and achieves sustained
financial metrics commensurate with the Ba rating category. For
example, this would mean that the ratio of FFO/debt is above 12.0%
on a sustained basis.

Factors that Could Lead to a Downgrade

The rating and/or outlook could face downward pressure if the
anticipated capacity revenues and energy margins are not realized.
For example, the rating could come under pressure should the ratio
of FFO/debt approach the middle single digits for an extended
period. Given the stability and predictability of the cash flows
afforded by known capacity prices in the early years of this
financing, the rating and/or outlook could come under pressure if
the Borrower failed to reach at least its target debt balance in
the early years on a sustained basis. The rating and/or outlook
could also face downward pressure if the portfolio of assets begins
to experience recurring operating issues that hamper performance.

The ratings are predicated upon final documentation in accordance
with Moody's current understanding of the transaction and final
debt sizing, projected cash flow and credit metrics that are
consistent with current rating expectations.

The principal methodology used in these ratings was Power
Generation Projects published in December 2012.


NE ILLINOIS UNIVERSITY: Moody's Cuts Rating on 2010/2012 COPs to B1
-------------------------------------------------------------------
Moody's Investors Service has downgraded to B1 from Ba2 the rating
on Northeastern Illinois University's Series 2010 and 2012
Certificates of Participation (COPs). Moody's has also placed the
rating under review for downgrade. The COPs, issued by the Board of
Trustees of Northeastern Illinois University, are fixed rate and
mature in 2028 and 2041, respectively. There is a total of
approximately $32 million in rated COPs outstanding.

The downgrade of the COPs to B1 reflects NEIU's continued rapid
liquidity deterioration due to weakened cash flow caused in part by
a protracted state budget impasse. With continued pressure on
enrollment and sustained state funding uncertainty, the university
has limited avenues by which it can improve its liquidity position
over the medium term. The university is taking material actions to
remain operational, including eliminating positions, furloughing
employees, and canceling days of classes. The COPs have increasing
credit risk due to the university's unsecured obligation to pay and
its ability to terminate the installment contract absent legally
available funds.

The B1 favorably incorporates NEIU's market standing as a federally
designated Hispanic-Serving Institution (HSI) and open-system
University Financing System bonds (UFS) (not rated), broadening the
reserves and revenue available for payment on the COPs.

The review will focus on NEIU's exposure to the continuing state
budget challenges given the failure of the state to adopt a budget
for the current fiscal year and the resulting use of the
university's own liquidity to bridge the funding shortfall. This
includes an assessment of the university's projected liquidity and
operating performance for the June 30, 2017 fiscal year-end, as
well as contingency plans and other expense actions taken to cope
with the shortfall in state operating appropriations. Also included
in the review are budgeted FY 2018 operations and assumptions.

Rating Outlook

The rating is under review for further downgrade based on a highly
uncertain state funding environment that is causing NEIU to make
material expense reductions to remain operational. Considerable
uncertainty around future state funding and enrollment contribute
to the potential for continued severe liquidity depletion over the
near term.

Factors that Could Lead to an Upgrade

Substantial and sustained liquidity growth, particularly with
stabilization of state funding

Material improvement in enrollment and net tuition revenue, leading
to stronger operating performance

Factors that Could Lead to a Downgrade

Ongoing reductions in liquidity, further narrowing flexibility and
raising risk of non-apppropriation of lease revenues for the COPS

Sustained lower state appropriations, including on-behalf payments,
or timing delays of direct funding disbursements materially harming
operating performance

Inability to stabilize enrollment or adjust expenses to balance
operations

Legal Security

The Certificates of Participation (B1) are payable from both
state-appropriated funds and from budgeted legally available funds
of the university from sources other than state appropriations,
including tuition and fees. While the COPs typically benefit from
the breadth of revenue available to pay debt service, the lack of
state appropriations and tightened operating budget weakens this
structure. The COPs are payable from NEIU's broad budget and the
obligation to pay can be terminated in the event that it does not
receive sufficient state appropriations and the board determines
the university does not have other legally available funds.The UFS
bonds (unrated) are secured by the net revenues of the University
Facilities System, with mandatory student fees and tuition revenues
subject to the prior payment of operating and maintenance expenses
of the system and only to the extent necessary. There is a rate
covenant of 2.0 times coverage of maximum annual debt service and
an additional bonds test. There is no debt service reserve fund,
and any surplus revenue from the UFS system may be used to support
any lawful purpose.

Use of Proceeds

Not applicable

Obligor Profile

NEIU is a regional comprehensive public university with multiple
campuses in the Chicago metropolitan area. It is designated by the
US Department of Education as a Hispanic-Serving Institution. Fall
2016, headcount enrollment was approximately 9,500 students.

Methodology

The principal methodology used in this rating was Global Higher
Education published in November 2015.



NOVA CHEMICALS: Moody's Affirms Ba1 CFR on Williams Partners Deal
-----------------------------------------------------------------
Moody's Investors Service affirmed NOVA Chemicals Corporation's Ba1
CFR rating, following the announcement by the company that it
signed a letter of intent to acquire certain ethylene plant assets
from Williams Partners L.P. (Williams, Baa3 stable) for $2.1
billion in a debt-financed transaction. The transaction is subject
to customary regulatory approvals and is expected to close in the
third quarter of this year. The outlook on the ratings is
maintained at stable.
Issuer: NOVA Chemicals Corporation

Affirmations:

-- Corporate Family Rating, Affirmed Ba1

-- Probability of Default Rating, Affirmed Ba1-PD

-- Senior Unsecured Regular Bond/Debenture, Affirmed Ba2 (LGD4)

Withdrawals:

-- Speculative Grade Liquidity Rating, Withdrawn, previously
    rated SGL-2

Outlook Actions:

-- Outlook, Remains Stable

RATINGS RATIONALE

"The acquisition introduces a mix of positive and negative factors
to NOVA's credit profile, but the impact is more likely to be a net
positive over time," according to Joseph Princiotta, Senior Credit
Officer at Moody's. "The acquisition expands NOVA's position in the
ethylene chain and provides immediate regional and asset
diversification, as well as a platform for future polyethylene
expansion and exports. However, the deal increases leverage and
comes at a time when the industry is expected to enter a weak
cyclical period and when NOVA's free cash flow could be strained or
negative. The deal is also likely to limit financial flexibility
for additional growth projects over the medium term."

The assets to be acquired consist of an 88.5% ownership interest in
Williams's Geismar, Louisiana-based ethylene plant and a 100%
ownership interest in the Williams Ethylene Hub in Mont Belvieu,
Texas. The fully debt-financed transaction will increase debt by
$2.1 billion to roughly $3.1 billion. However, the balance sheet
has been under-levered so the leverage increases to a still
comfortable level of 2.4x, including Moody's standard adjustments.
Moreover, with cash balances of roughly $891 million, net debt is
only 1.7x.

The acquisition provides a modest but immediate source of
diversification to NOVA's historically narrow asset profile
consisting of its two large facilities in Joffre and Corunna, with
the majority of NOVA's EBITDA historically concentrated at Joffre.
Moreover, the acquired cracker provides a foothold into the
important Gulf region as well as the potential for future
investment in polyethylene and possibly an additional ethylene
cracker longer term. The Williams cracker was originally built in
1968; despite the plant's age and storied history, it underwent
considerable refurbishment and expansion from 2013-2015, which
modernized much of its infrastructure and upgraded key ethylene
process equipment.

The acquisition of the Williams cracker comes on the heels of the
recent announcement that NOVA and sister company Borealis AG
(majority-owned by IPIC) had entered into a preliminary agreement
to form a joint venture with Total Petrochemicals and Refining USA,
Inc. ("Total") to construct a 1.0 million ton per year (TPY)
ethylene cracker in Port Arthur, Texas and a 650 million TPY
Borstar technology PE plant in Baytown, Texas. Costs to construct
the project over the next four years would be shared by the
partners, with start-up slated for late 2020. A final investment
decision is expected in late 2017, pending NOVA's board and
regulatory approvals and execution of definitive agreements.

If NOVA proceeds with the JV project, combined with near-term
cyclical weakness, Moody's would expect NOVA's free cash flow to be
limited or negative, at least for the next two years. Moody's
expects NOVA's earnings to come under pressure as new ethylene
capacity in the US reduces operating rates and impacts margins for
NA ethylene and PE producers, including NOVA. However, the
impending trough is not expected to be as severe as historical
troughs and margins are expected to bottom, probably in 2018 or
2019, at relatively healthy levels given the sustained NA feedstock
advantage, Moody's added.

NOVA's strong liquidity position reflects its $891 million in cash
balances at December 31, 2016 and $800 million senior secured
revolver maturing 2021. The revolving credit facility contains two
financial covenants, a maximum debt to cash flow ratio of 3:1 and a
maximum debt to capitalization ratio of 60%. As of December 2016,
the company was well within compliance under its financial
covenants. This facility also has a "springing release" of security
upon an IG rating from either Moody's or S&P.

Moody's would consider raising NOVA's rating to IG if NOVA exhibits
reliable performance in operating the Williams ethylene cracker,
continuing adherence to conservative balance sheet policies and
strong liquidity, a resolution of the patent and E3 litigation with
Dow Chemical that does not result in a significant increase in
leverage, and evidence that the JV project, if pursued, has a
capital expenditure profile that does not meaningfully deplete cash
balances during the industry trough.

Moody's would consider a downgrade if leverage is expected to
sustainably exceed 3.0x, if free cash flow is negative for multiple
quarters, or if liquidity is materially impaired as a result of the
ethylene cycle or aggressive capital spending.

The principal methodology used in these ratings was Global Chemical
Industry Rating Methodology published in December 2013.



NOVATION COMPANIES: Disclosures Okayed, Plan Hearing on May 31
--------------------------------------------------------------
Novation Companies, Inc., and its affiliates are now a step closer
to emerging from Chapter 11 protection after a bankruptcy judge
approved the outline of their plan of reorganization.

Judge David Rice of the U.S. Bankruptcy Court for the District of
Maryland on April 11 gave the thumbs-up to the disclosure statement
after finding that it contains "adequate information."

The order set a May 24 deadline for creditors to file their
objections and a May 22 deadline to cast their votes accepting or
rejecting the plan.

A court hearing to consider confirmation of the plan is scheduled
for May 31, 2017 at 10:00 a.m.  The hearing will take place at the
U.S. Courthouse, Courtroom 9D, 101 West Lombard Street, Baltimore,
Maryland.

                    About Novation Companies

Novation Companies, Inc. and certain of its subsidiaries filed
voluntary petitions for chapter 11 business reorganization in
Baltimore, Maryland (Bankr. D. Md. Lead Case No. 16-19745) on July
20, 2016.  The cases are assigned to Judge David E. Rice.

In its petition, NCI lists assets of $33 million and liabilities of
$91 million.  As of the petition date, NCI and its subsidiaries
have in excess of $32 million in cash, marketable securities and
other current assets.

Headquartered in Kansas City, Missouri, Novation Companies (otcqb:
NOVC) -- http://www.novationcompanies.com/-- is in the process of
implementing its strategy to acquire operating businesses or making
other investments that generate taxable earnings.

Prior to 2008, Novation originated, purchased, securitized, sold,
invested in and serviced residential nonconforming mortgage loans
and mortgage securities.  At the height of its business, debtor NMI
claims to have originated more than $11 billion annually in
mortgage loans.  After the Debtors ceased their lending operations
and completed a sale of its servicing portfolio amidst the housing
collapse in 2007, the Company has been engaged in the business of
acquiring various businesses.  The Debtors have five full-time
employees and one part-time employee.

The Debtors hired the law firms of Shapiro Sher Guinot & Sandler,
P.A., and Olshan Wolosky LLP as co-counsel. The Debtors also hired
Orrick, Herrington & Sutcliffe LLP as special litigation counsel;
Holland & Knight LLP as Investment Company Act compliance counsel;
and Deloitte Tax LLP as tax service provider.

On August 1, 2016, the Office of the U.S. Trustee appointed an
official committee of unsecured creditors.

On February 14, 2017, the Debtors filed a joint Chapter 11 plan of
reorganization, which proposes to pay general unsecured creditors
in full over one year.


OIB LLC: Needs Cash Collateral to Fund Guayama Contract
-------------------------------------------------------
OIB, LLC, seeks authorization from the U.S. Bankruptcy Court for
the District of Puerto Rico to use its cash collateral.

The Debtor intends to use the receivables to complete its contract
with the Municipality of Guayama for the construction of the
Guayama Soccer Stadium for $6,387,167.  In addition, the Debtor
will use cash collateral to pay all postpetition creditors
providing services, work and materials, and such other expenses to
enable the Debtor to propose a Plan under which any remaining
administrative expenses, including U.S. Trustee's and
professionals' fees will be paid in full.

The Budget, which covers a 180-day period from the commencement of
construction activity, shows that during that the Debtor will need
to pay the following for the completion of the Guayama Contract:

                  Contract Cost          $2,451,184
                  U.S. Trustee's Fees    $13,000
                  Professional Fees      $75,000
                                         ==========  
                              TOTAL      $2,539,184

The Debtor tells the Court that the original completion date for
the Guayama Contract was Nov. 12, 2016, but was extended to Jan.
22, 2017.  However, due to Puerto Rico's unusual extended rainy
season, the Debtor has been granted by the Municipality until July
29, 2017, to complete the Guayama Contract.

Pursuant to the Payment and Performance Bonds, the Debtor and
MAPFRE/Praico Insurance Company jointly and severally bound
themselves to the Municipality of Guayama to pay for labor,
materials, and equipment furnished for use in the performance of
the Contract. MAPFRE/Praico asserts a security interest in all
machinery, equipment, inventory, subcontracts and purchase orders;
and all moneys retained and/or may be due or become due on account
of any contract, or on any policy of insurance relating to any
claims arising out of the performance of any contract, including,
but not limited to claims under builder risk, fire, or employee
dishonesty policies including premium refunds.

However, the Debtor asserts that any amount claimed by
MAPFRE/Praico should be equitably subordinated under Section 510
(c) of the Bankruptcy Code, to the claims of all other creditors in
the Debtor's Chapter 11 case.

The Debtor is indebted to Scotiabank de Puerto Rico in the
approximate amount of $245,000, resulting from a Credit Agreement
by and between SM Electrical Contractors, SE and the Debtor as
Borrowers, and Scotiabank as Lender.  Scotiabank asserts a security
interest on the Debtor's accounts receivable, inventory, cash,
deposit accounts, other trade assets, as well as all proceeds
obtained therefrom.

Considering that the amount of Scotiabank's prepetition claim
against the Debtor and the value of the collateral guaranteeing
Scotiabank's claim which is estimated to be approximately
$4,541,404, the Debtor submits that the value of the collateral in
itself, is adequate protection to Scotiabank.

Furthermore, the Debtor contends that aside from the $839,977
currently due under the Guayama Contract, the Debtor also
anticipates a final payment in the amount of $78,850 from Puerto
Rico National Guard in relation to a completed contract for the
modernization of Billeting Building No. 416 at Camp Santiago,
Salinas, Puerto Rico, a cash flow of $1,591,513 upon the completion
of the Guayama Contract, plus the retainage of $638,717 for a grand
total of $3,149,056.

The Debtor tells the Court that such projected amounts will just be
enough to pay all postpetition payments due under the Guayama
Contract, allow for its completion, and for the funding of a Plan,
and further allow the Debtor to negotiate other construction
contracts.

The Debtor proposes to submit a report to Scotiabank and
MAPFRE/Praico, on a monthly basis, as to the certifications
collected on the Guayama Contract and those generated during the
preceding month.

A full-text copy of the Debtor's Motion, dated April 10, 2017, is
available at https://is.gd/GpRZlC

                       About OIB LLC

OIB, LLC sought protection under Chapter 11 of the Bankruptcy Code
(Bankr. D. P.R. Case No. 16-10122) on December 29, 2016.  The
petition was signed by Francisco J. Lasanta Morales, managing
member.  At the time of the filing, the Debtor disclosed $2.63
million in assets and $805,404 in liabilities.

The case is assigned to Judge Edward A. Godoy.

Charles A. Cuprill-Hernandez, Esq. at Charles A. Cuprill, PSC, Law
Offices, is serving as counsel to the Debtor.  RRC CPA Group,
P.S.C., is the Debtor's financial consultant.


OIB LLC: Wants to Use Scotiabank and National Guard Cash Collateral
-------------------------------------------------------------------
OIB, LLC, asks the U.S. Bankruptcy Court for the District of Puerto
Rico to authorize the use of cash collateral to complete the Public
Works Contract Number 2016-000280 between the Debtor and the
Municipality Guayama; pay all postpetition creditors providing
services, work and materials, in reference thereto; and the Debtor
being able to propose a Plan under which any remaining
administrative expenses will be paid in full.

Prior to the filing of its Chapter 11 Petition, the Debtor was
involved in the construction of the Guayama Soccer Stadium for the
Municipality of Guayama ("Municipality"), pursuant to Public Works
Contract Number 2016-000280 between the Debtor and the
Municipality, entered into on Oct. 9, 2015, for $6,387,167
("Contract").

Payment and Performance Bonds Number 1301158001198 were issued by
MAPFRE/Praico Insurance Co. on Oct. 7, 2015 ("Bonds"), each for the
amount of the Contract.  Under the Payment Bond, the Debtor and
MAPFRE jointly and severally bound themselves, their heirs,
executors, administrators, and assigns to the Municipality to pay
for labor, materials, and equipment furnished for use in the
performance of the Contract.

On July 10, 2014, an adhesion Agreement of Indemnity was executed
by HCM Construction Corp. and the Debtor as Principal, and SM
Electrical Contractors, S.E., HCM Construction Corp., Francisco
Lasanta Gonzalez and Sonia Morales Hernandez, Francisco J. Lasanta
Morales and Gladybel Gorbea de Jesus, and Hector D. Costa Madera
and Ana Beatriz Oliveras Perez as Indemnitors ("Indemnitors") of
MAPFRE, MAPFRE Pan American Insurance Co., MAPFRE Preferred Risk
Assurance Co., XL Reinsurance America Corp., Swiss Reinsurance
America Corp., Swiss Reinsurance Corp., and/or Endurance
Reinsurance Corporation of America as Surety.

Under the Indemnity Agreement, the Principal and the Indemnitors,
agreed to exonerate, hold harmless, and indemnify the Surety from
and against all claims, demands, and liability for losses, costs,
and expenses of whatsoever kind or nature, including court costs,
counsel fees, costs of investigation, and from an against any all
other such losses and expenses which the Surety may sustain due to
(i) execution or having procured the execution of the Bonds; (ii)
failure of the Principal or the Indemnitors to perform or comply
with any of the covenants or conditions of the Indemnity Agreement;
(iii) enforcement of any of the covenants or conditions of the
Indemnity Agreement; (iv) performance of any investigation,
obtaining or attempting to obtain a release, or recovering or
attempting to recover loss or unpaid bond premium in connection
with any Bond; and (v) prosecution or defense of any action or
claim in connection with any Bond, whether the Surety, at its
discretion, elects to employ its own counsel or permits or requires
the Principal or the Indemnitors to make arrangements for the
Surety's legal representations.

On Sept. 17, 2014, MAPFRE recorded a UCC-1 Financing Statement at
the Department of State of Puerto Rico with the Debtor as the
debtor, covering all rights of the Principal, arising from the
Indemnity Agreement.  

At the time of the filing of the Debtor's Chapter 11 petition, the
Debtor was not in default under the Contract or under the Indemnity
Agreement, and no claim under the Bonds had been made to MAPFRE or
the Municipality for labor, materials, and equipment furnished for
use or for the performance of the Contract.  Consequently, MAPFRE's
rights under the Bonds and the Indemnity Agreement and the
resulting UCC-1 Statement had not become effective.

As it appears from Schedule D to the Debtor's Chapter 11 petition,
at the time of the filing of its Chapter 11 Petition, the Debtor
owes Scotiabank de Puerto Rico $245,000 resulting from a Credit
Agreement dated Feb. 8, 2016 by and between SM Electrical
Contractors, SE and the Debtor as Borrowers and Scotiabank as
Lender ("Credit Agreement").

The Credit Agreement consists of four credit facilities for a
maximum original amount of $3,134,236, three of which pertain to
SM, the Revolving Credit Facility for working capital pertaining to
the Debtor ("Revolving Credit Facility").  The aggregate principal
amount of the Revolving Credit Facility advances outstanding at any
time were not to exceed the lesser of (i) $250,000 or (ii) the
borrowing base formula set forth in Section 5.6 of the Credit
Agreement.

Pursuant thereto and as a guarantee of the Credit Agreement, on
Feb. 18, 2016, Scotiabank recorded with the Department of State a
UCC-1 Financing Statement, with the Debtor as debtor, covering the
Debtor's accounts receivable, inventory, cash, deposit accounts,
other trade assets, as well as all proceeds obtained therefrom.

Prior to the filing of the Debtor's Chapter 11 proceedings, the
Debtor was in the process of negotiating the renewal of the
Revolving Credit Facility with Scotiabank, which was discontinued
upon said filing for the reasons set forth below resulting from
MAPFRE's acts, causing in the non-payment by the Municipality of
the Debtor's certifications for payment under the Contract.

Since October 2016, in good faith and foreseeing the possible need
of some financial assistance to complete the Contract, the Debtor's
principal, Francisco J. Lasanta, engaged in meetings and
conversations with MAPFRE's representatives, including Roberto A.
De Soto Lopez, MAPFRE's Assistant Vice-President – Surety
Department which included Mr. Lasanta's disclosure that the
Revolving Credit Facility would become due on Nov. 30, 2016 and
that he would pursue conversations with Scotiabank's
representatives for its renewal, which could not be assured.

Under the Contract, the payments of the Debtor's certifications for
work performed were made by the Municipality in joint checks to the
Debtor and Scotiabank, and deposited by the Debtor in its account
number ending in 8380 with Scotiabank pursuant to the Revolving
Credit Facility.  Instead of acting in good faith, on Nov. 9, 2016,
Mr. De Soto, on behalf of MAPFRE, wrote to the Mayor of the
Municipality, the Hon. Eduardo Cintron Suarez, directing the
Municipality to issue any and all payments due under the Contract
to MAPFRE, admonishing the Municipality that failure to do so could
prejudice MAPFRE's interests "and result in serious legal
consequences."

MAPFRE's aforesaid acts resulted in the Municipality withholding
the Contract payments due the Debtor under certifications number
10, 11, and 12, totaling $839,977, rendering it impossible for the
Debtor to meet its obligations to its employees, suppliers and
subcontractors necessary for the performance under and completion
of the Contract, forcing the Debtor to file its Chapter 11 petition
in order to seek relief from MAPFRE's actions and reorganize itself
financially.

It was not until after Dec. 29, 2016, and as result of MAPFRE's own
actions in causing the payments due under the Contract to be
stopped by the Municipality, that the following pre-petition claims
by the Debtor's suppliers were made to MAPFRE, as of that date: (i)
Puerto Rico Wire - $28,716; (ii) Carolina Building Material -
$16,563; (iii) Steel Services & Supplies, Inc. - $6,636; (iv)
Ventor, Corp. - $9,293; (v) Ace Construction - $1,615; (vi) Ace
Forming Systems, Inc. - $388,986; and Z Electric - $999,700.

Not content with the aforesaid, on Nov. 2, 2016, Mr. De Soto, on
behalf of MAPFRE, proceeded to write to Col. Narciso Cruz,
Construction and Facilities Management Office, also demanding the
payment of $78,849, causing the National Guard to withhold the same
to date.

Since Feb. 8, 2016, the proceeds of the National Guard contract had
been assigned as collateral guarantee to Scotiabank, the National
Guard having been directed to make the disbursements thereunder in
joint checks payable to the Debtor and Scotiabank.

It is of particular importance to underscore that MAPFRE's payment
bond number 1301148001353 as to the National Guard contract
provides that in the event, which is the case, that the Debtor as
Principal "will pay all persons or entities who have contracts
directly with the Principal for labor, materials and equipment
physically incorporated in the performance of the Contract
(Claimant)," then MAPFRE's obligations thereunder "will be
terminated."  There are no claims of any nature whatsoever under
the bond related to the National Guard contract, which of MAPFRE's
knowledge.

Both as to the Contract and the National Guard contract, MAPFRE had
executed a subordination agreement for the payments due the Debtor
thereunder to be made jointly to the Debtor and Scotiabank.  For
the aforesaid reasons, MAPFRE has no rights to any of the funds
arising under either of the two contracts referred.

Aside from the $839,977 currently due to the Debtor under the
Contract and the $78,850 due by the National Guard, totaling
$918,827, the completion of the Contract will provide a cash flow
of $1,591,513, plus the retainage of $638,717 for a grand total of
$3,149,056, which, considering the filing of the Debtor's Chapter
11 proceedings will be enough to pay all post-petition payments due
under the Contract, allow for its completion, and for the funding
of a Plan, allowing the Debtor to negotiate other construction
contracts, free of the situation where it finds itself due to
MAPFRE's actions.

The original completion date for the Contract was Nov. 12, 2016,
extended to Jan. 22, 2017.  Due to Puerto Rico's unusual extended
rainy season, the Debtor has been granted by the Municipality until
July 29, 2017 to complete the Contract.

The Debtor must be able to use the receivables, consisting of the
funds arising from the payments by the Municipality under the
Contract and the $78,850 due from the National Guard completed
contract, ("Receivables").  Through the instant motion, the Debtor
is requesting for the Court to authorize it to use the Receivables
to complete the Contract, pay all post-petition creditors providing
services, work and materials, in reference thereto, in order for
the Debtor to do so, as well as, in this fashion, the Debtor being
able to propose a Plan under which any remaining administrative
expenses, including U.S. Trustee's and professionals' fees will be
paid in full.  The total amount of its request is $918,827.

The amount of Scotiabank's prepetition claim against the Debtor is
estimated at $245,000.  The estimated value of the collateral
guaranteeing Scotiabank's claim is approximately $4,541,404, plus
the guarantees of Mr. Gonzalez and his spouse, Ms. Hernandez; Mr.
Lasanta and his spouse, Ms. Gorbea de Jesus.  Use of the
Receivables requires carve-outs for U.S. Trustee and professional
fees, which may be paid therefrom upon the entry of appropriate
orders.

The Budget covers a 180-day period from the commencement of
construction activity and shows that during that period the Debtor
will need to pay the following for the completion of the Contract:
(i) Contract Cost - $2,451,184; (ii) U.S. Trustee's fees - $13,000;
and (iii) Professional Fees - $75,000.

The Debtor asks that an Order be entered granting leave to use the
Receivables as indicated in the Budget.

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

    http://bankrupt.com/misc/prb16-10122-11_54_Cash_OIB_LLC.pdf

                       About OIB LLC

OIB, LLC, sought protection under Chapter 11 of the Bankruptcy Code
(Bankr. D.P.R. Case No. 16-10122) on Dec. 29, 2016.  At the time of
the filing, the Debtor disclosed $2.63 million in assets and
$805,404 in liabilities.  The petition was signed by Francisco J.
Lasanta Morales, managing member.  The case is assigned to Judge
Edward A. Godoy.


OLIGARCH CAPITAL: Has Interim Authorization to Use Cash Collateral
------------------------------------------------------------------
Judge Maureen A. Tighe of the U.S. Bankruptcy Court for the Central
District of California has issued an Order authorizing Oligarch
Capital, LLC for an interim use of cash collateral up to April
3,2017.

The Debtor is authorized to use rents or accounts receivable
generated from the property located at 4545 Auckland Street, Toluca
Lake, CA 91602 for the following monthly expenses:

          Property Insurance: $92

          Gardener: $100

          Utilities: 400

However, the Debtor is not authorized to use cash collateral for
its monthly cable or pool expense.

A full-text copy of the Order, dated April 11, 2017, is available
at https://is.gd/rHCfkj


                 About Oligarch Capital LLC

Oligarch Capital LLC filed a Chapter 11 petition (Bankr. C.D. Cal.
Case No. 17-10012), on January 3, 2017.  The petition was signed by
Avis Copelin, managing partner.  The case is assigned to Judge
Maureen Tighe.  The Debtor is represented by George J. Paukert,
Esq., at the Law Offices of George J. Paukert.  At the time of
filing, the Debtor estimated assets at $1 million to $10 million
and liabilities at $500,000 to $1 million. The Debtor has no
unsecured creditors.


ONE BLOW DRY: Case Summary & 7 Unsecured Creditors
--------------------------------------------------
Debtor: One Blow Dry Bar, Inc.
        116 Broad St
        Red Bank, NJ 07701-1962

Case No.: 17-17664

Business Description: The Company is a small business debtor as
                      defined in 11 U.S.C. Section 101(51D).
                      The Debtor leases a property from
                      ADK Management LLC located at 116 Broad
                      Street, Red Bank, NJ 07701 with a rental
                      of $4,650.00/month.

Chapter 11 Petition Date: April 17, 2017

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

Judge: Hon. Kathryn C. Ferguson

Debtor's Counsel: Pasquale Menna, Esq.
                  THE MENNA LAW FIRM
                  151 Bodman Place, Ste. 300
                  Red Bank, NJ 07701
                  Tel: (732) 383-8445
                  Fax: (732) 383-8274
                  E-mail: PMenna@mennalaw.com

Total Assets: $0

Total Liabilities: $2.11 million

The petition was signed by Aurelio Ventrella, Jr., president.

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

       http://bankrupt.com/misc/njb17-17664.pdf


OUTER HARBOR: Panel Wants Probe on $25MM in Prepetition Transfers
-----------------------------------------------------------------
Vince Sullivan, writing for Bankruptcy Law360, reports that the
unsecured creditors committee of Outer Harbor Terminal, LLC, said
that they need to conduct a probe on $25 million in transaction
made in the year before the Debtor filed for bankruptcy in February
2016 and asked to have its motion heard on a shortened timeline.

The Committee says that it is operating on a very limited timeframe
imposed upon it unilaterally by Debtor before the Committee was
even formed.  The Committee states that it has a duty to the
unsecured creditors to investigate the Debtor's prepetition
transfers to insiders, all claims made against the estate by
insiders, and the validity and extent of the Kawasaki claim.  The
Committee says it needs to force cooperation from an obstructionist
Debtor.

According to the Committee, The Debtor is engaging in
obstructionist behavior:  

     a. the Debtor prepared and filed a motion near the beginning
        of its case that granted a release to insiders of any
        claim the Debtor may hold against them.  This motion and
        the order entered thereon gave a Committee 60 days from
        its formation to investigate, analyze, and commence
        insider avoidance actions, if any exist, or be forever
        barred from bringing those actions.  This motion and order

        were prepared unilaterally by the Debtor over 11 months
        before the Committee was even formed;

     b. despite expressing that it would not file a plan of
        reorganization until June 2017, the Debtor suddenly
        prepared and filed a plan in February 2017 very shortly
        after the Committee was appointed.  The Debtor then
        immediately moved for conditional approval of the plan so
        it could begin soliciting acceptances before Committee
        counsel was even confirmed.  This demonstrates how the
        Debtor is trying to rush a plan through before the
        Committee could get its bearings and analyze the Debtor's
        past dealings;

     c. when the Committee was formed and started requesting
        documents from the Debtor to investigate insider
        transactions, as is the Committee's duty under the
        Bankruptcy Code, the Debtor unreasonably insisted that the

        order giving the Committee 60 days to investigate and
        commence actions against insiders actually cut off all
        parties' rights 75 days after the order was entered –
        nine months before the Committee even existed;

     d. the Debtor's proposed plan -- that it is trying to push
        through without any opportunity for the Committee to fully

        understand its implications -- acts to reinforce or even
        expand the releases given to insiders.

The Committee says that the Debtor's actions make the Committee
very suspicious that the Debtor is trying to hide something.  The
Debtor is clearly working to prevent the Committee from learning
about something until it is too late for the Committee to act.
Given the $25 million in transfers to insiders in the year prior to
bankruptcy alone, not including the transfers in the three years
prior that are also potentially recoverable, whatever the Debtor is
hiding could have enormous implications.

The Committee states, "It is vital that the Debtor be compelled to
turn over the documents and information that it is unreasonably
withholding from the Committee so the Committee can do its duty to
the creditors and ensure that any valid causes of action are
uncovered and fully litigated.  Given the short time frames
established by the Debtor, the documents must be turned over to the
Committee as soon as possible so that it can fulfill its duties
before the Debtor is able to impose additional deadlines or
foreclose the Committee from taking action altogether, which it is
clearly attempting to do."

A copy of the Committee's request is available at:

           http://bankrupt.com/misc/deb16-10283-607.pdf

HHH Oakland, Inc., is objecting the Committee's request, saying
that the exigent circumstances cited by the Committee are of the
result of the Committee's own making.

HHH Oakland was first contacted by counsel for the Committee on
March 23, 2017, two months after the Committee's appointment,
seeking a meet and confer respecting "required discovery" the
Committee sought to undertake relative to potential claims of the
estate against the parties released under the DIP Facility and
Final DIP Order.

The creditors on the Committee solicited the U.S. Trustee's office
to form the Committee.  HHH Oakland says that it is unknown when
the request was made, however, one would think that those creditors
and their professionals would have had a strategy in mind at the
time they solicited the appointment of a committee in this case and
would have acted with due haste immediately upon appointment of the
Committee.

The Committee is seeking to investigate transactions disclosed in
the Debtor's schedules and statements that were filed in the case
on March 4, 2016, over a year ago.  The individual creditors on the
Committee and their professionals had 75 days following the
commencement of the case to inquire and investigate the
transactions, and now as the Committee, even under the Committee's
incorrect reading of Investigation Period, they had the last 60
days to investigate what has been of public record since March 4,
2016.

"This Court should not countenance the Committee's lack of
diligence and the Court should certainly not permit the Committee
to waste the funds available for distribution to creditors by
incurring expenses and incurring postpetition indemnification
obligations of the estate to the targets of the Committee's
investigation with respect to claims and causes of action that have
been released," HHH Oakland states.

A copy of the Objection is available at:

           http://bankrupt.com/misc/deb16-10283-613.pdf

                   About Outer Harbor Terminal

Outer Harbor Terminal, LLC -- aka Ports America Outer Terminal,
LLC, PAOH, and PAOHT -- is an Oakland, California-based port
operator.  It is a joint venture between Ports America and
Terminal Investment Ltd.

Outer Harbor is winding down operations.  Ports America is leaving
Oakland to concentrate its investments in other terminals that the
company operates in Tacoma, Los Angeles-Long Beach, New York-New
Jersey and Baltimore.

Oakland, California-based port operator Outer Harbor Terminal, LLC
filed for Chapter 11 protection (Bankr. D. Del. Case No. 16-10283)
on Feb. 1, 2016.  The petition was signed by Heather Stack, chief
financial officer.  The case is assigned to Judge Laurie Selber
Silverstein.

The Debtor disclosed $103 million in assets and $370 million in
debt.

Milbank, Tweed, Hadley & Mccloy LLP is the Debtor's general
counsel.  Mark D. Collins, Esq., at Richards, Layton & Finger,
P.A., serves as its Delaware counsel.  Prime Clerk LLC is the
claims and noticing agent.


OVERTON & OGBURN: Can Continue Using Cash Collateral Until July 31
------------------------------------------------------------------
Judge David E. Rice of the U.S. Bankruptcy Court for the District
of Maryland has authorized Overton & Ogburn Associates, Inc., to
use cash collateral through July 31, 2017.

The Debtor is authorized to use cash collateral to pay the monthly
obligation on the First Note in the amount of $11,198 and the
Second Note in the amount of $2,456, including quarterly fees owed
to the Office of the U.S. Trustee in an amount to be determined
each quarter.

The Court previously entered a Consent Order with First National
Bank of Pennsylvania, authorizing interim use of cash collateral,
and a Stipulation and Consent Order extending the use of Cash
Collateral through October 31, 2016.

First National Bank of Pennsylvania sold its secured claims to JTS
Capital 2 LLC.  The Debtor has represented that JTS Capital has
agreed to continue the existing cash collateral arrangements as
reflected in the Interim Order and in the Extension Order.

JTS Capital is granted a replacement lien on all prepetition and
postpetition real and personal property of the Debtor of any nature
whatsoever.  To the extent that the protections granted to JTS
Capital are insufficient to provide adequate protection for its
interest in the cash collateral, JTS Capital will be permitted to
assert a claim against the Debtor having priority over all
administrative expenses of any kind, with the exception of the
quarterly payments to be made to the Office of the U.S. Trustee,
including the administrative expenses set forth in 11 U.S.C.
Sections 503(b) and 507(b).

In addition, the Debtor agrees to:

     (a) Maintain adequate fire, hazard and other insurance with
respect to the Commercial Property.  All such policies will name
JTS Capital as an additional loss payee and insured.  Subject to
approval from the Court, all insurance proceeds payable from any
such insurance policies will be placed in escrow subject to further
agreement between JTS Capital and the Debtor.

     (b) Pay all postpetition taxes, assessments and other public
charges attributable to the Commercial Property when due.

     (c) Timely file the Debtor's Monthly Operating Report, which
will include a current detailed aging of the accounts receivable
with respect to the rents derived from the leases, now or hereafter
existing, for all or a portion of the Commercial Property.

     (d) Provide JTS Capital with such financial information and
support documentation regarding the rents and/or payment of any
expenses on the Budget.

     (e) Maintain current, good and complete books and records,
including bank statements and cancelled checks, and make those
books and records available to the JTS Capital's representatives
and/or auditors for inspection and copying.

     (f) Provide JTS Capital with such other and further financial
information relating to the Debtor.

A full-text copy of the Order, dated April 11, 2017, is available
at https://is.gd/7edqpV

               About Overton & Ogburn Associates

Overton & Ogburn Associates, Inc., is a Maryland Corporation formed
in 1976 with its principal office at 4626 Annapolis Road,
Bladensburg, Maryland 20781.  It is owned by John A. Overton.  It
is licensed to handle construction projects in the Commonwealth of
Virginia and also owns a parcel of real property, commonly known as
909 Baltimore Boulevard, Westminster, Carroll County, Maryland
21157, improved by an office building.

Overton & Ogburn Associates filed a Chapter 11 petition (Bankr. D.
Md. Case No. 16-14029) on March 29, 2016.  The petition was signed
by John Overton Jr., president.  The case is assigned to Judge
David E. Rice.  At the time of filing, the Debtor had both assets
and liabilities estimated at $1 million to $10 million.

The Debtor engaged Alan M. Grochal, Esq., at Tydings & Rosenberg,
LLP, as counsel.  The Debtor has retained Lee & Associates
Chesapeake Region, LLC as sales and leasing agent.


PANDA TEMPLE: Case Summary & 30 Largest Unsecured Creditors
-----------------------------------------------------------
Affiliated debtors that filed separate Chapter 11 bankruptcy
petitions:

      Debtor                                         Case No.  
      ------                                         --------
      Panda Temple Power, LLC                        17-10839
      5001 Spring Valley Road
      Ste. 1150 West
      Dallas, TX 75244

      Panda Temple Power Intermediate                17-10840
      Holdings II, LLC

Type of Business: Panda Temple's main asset is the Panda Temple I
                  Generating Station, a clean, natural gas-fueled,
                  758-megawatt combined-cycle electric generating
                  facility located in Temple, Texas.  The Temple I
                  Project utilizes advanced emissions-control
                  technology, making it one of the cleanest
                  natural gas-fueled power plants in the United
                  States.  Employing "quick start" turbines, which
                  can achieve 50% power production in 10 minutes
                  and a full baseload capacity in 30 minutes, the
                  Temple I Project can supply the power needs of
                  up to 750,000 homes.

Chapter 11 Petition Date: April 17, 2017

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

Judge: Hon. Laurie Selber Silverstein

Debtors' Attorneys: John H. Knight, Esq.
                    Paul N. Heath, Esq.
                    Brendan J. Schlauch, Esq.
                    Christopher M. De Lillo, Esq.
                    RICHARDS, LAYTON & FINGER, P.A.
                    One Rodney Square
                    920 North King St.
                    Wilmington, Delaware 19801
                    Tel: 302-651-7700
                    Fax: 302-651-7701
                    E-mail: knight@rlf.com
                            heath@rlf.com
                            schlauch@rlf.com
                            delillo@rlf.com

                      - and -
    
                    Keith A. Simon, Esq.
                    Annemarie V. Reilly, Esq.
                    LATHAM & WATKINS LLP
                    885 Third Avenue
                    New York, New York 10022-4834
                    Tel: 212-906-1200
                    Fax: 212-751-4864
                    E-mail: keith.simon@lw.com
                            annemarie.reilly@lw.com

Debtors'
Financial
Advisor:            DUCERA PARTNERS LLC

Debtors'
Claims &
Noticing
Agent:              PRIME CLERK LLC

Estimated Assets: $100 million to $500 million

Estimated Debt: $100 million to $500 million

The petitions were signed by Anuradha Sen, senior vice president,
head of finance.

Debtors' Consolidated List of 30 Largest Unsecured Creditors:

   Entity                          Nature of Claim    Claim Amount
   ------                          ---------------    ------------
Wilmington Trust N.A.             Deficiency Claim   $60.3 million
P.O. Box 8955                         Bank Debt
Wilmington, DE 19899-8955
Milbank, Tweed, Hadley &
Mcloy LLP
1 Chase Manhattan Plaza
New York, NY 10005
Tel: (212) 530-8750

Siemens Energy Inc.                   Trade Debt          $770,244
4400 Alafaya Trail
Orlando Florida 32826-2399
Jason Blyte
Tel: (972) 621-5694

Energy Transfer Partners, LP          Trade Debt          $575,025
P.O. Box 951439
Dallas, TX 75395-1439
Mark Varela
Tel: (210) 870-2704

Houston Pipe Line Company LP          Trade Debt          $389,349
1300 Main St.
Houston, TX 77002
Tina Valadez
Tel: (713) 989-2342

Haynes and Boone LLP                 Professional         $244,536
                                       Services

City of Temple                         Utility            $124,229

Oasis Pipeline                        Trade Debt          $121,558

T.P.I.S. Industrial Services, LLC     Trade Debt          $116,179

Austin Crane Services                 Trade Debt           $82,270

Evoqua Water Technologies, LLC        Trade Debt           $76,706

Vinson Process Controls Company, LP   Trade Debt           $75,313

BDO USA, LLP                         Professional         $71,519
                                       Services

Preferred Industrial Contractors      Trade Debt          $54,752

Groome Industrial Service Group       Trade Debt          $53,476

ENCOA                                  Utility            $53,114

Nalco Company                         Trade Debt          $48,912

Airgas Specialty Products             Trade Debt          $27,644

ETC Katy Pipeline                     Trade Debt          $20,222

Securitas Security Services USA Inc.  Trade Debt          $18,612

White & Case LLP                     Professional         $17,513
                                       Services

Firetrol Protection Systems, Inc.     Trade Debt          $15,741

ALS Consulting LLC                    Trade Debt          $15,000

Evans Enterprises, Inc. - OKC         Trade Debt          $14,357

Panther Pipeline                      Trade Debt          $14,117

Sunstate Equipment Co. LLC            Trade Debt          $13,203

HAM & McCreight Supply Inc.           Trade Debt          $11,916
Email: benham@hmsupply.org

Rabroker                              Trade Debt          $10,715

Atmos Energy Corporation              Trade Debt          $10,000

Johnson Oil Company                   Trade Debt           $9,438

McMaster-Carr Supply Company          Trade Debt           $8,891


PAROLE BESTGATE: Wants to Use Elizon DB Cash Collateral
-------------------------------------------------------
Parole Bestgate, LLC, asks the U.S. Bankruptcy Court for the
District of Maryland to authorize it to use the cash collateral of
lender Elizon DB Transfer Agent, LLC, from April 1, 2017 through
Sept. 30, 2017 to operate its business.

The Debtor entered into a certain loan agreement in favor of
Allstate Life Insurance Co. predecessor-in-interest to the Lender
("Prepetition Agreement").  The Lender asserts that the aggregate
outstanding secured indebtedness owed pursuant to the Prepetition
Agreement was $6,946,849 as of Oct. 15, 2016, plus accrued interest
and attorneys' fees ("Prepetition Indebtedness").

As security and collateral for the repayment of the Prepetition
Indebtedness, the Debtor granted to the Lender a certain payment
guaranty ("IDOT Guaranty") which is secured by, among other things,
an Indemnity Deed of Trust, Assignments of Leases, Rents and
Contracts, Security Agreement and Fixture Filing ("Prepetition
Collateral"), which generally includes substantially all of the
Debtor's assets.  

The Debtor does not have any currently available source of funds
other than the Cash Collateral with which to operate its business.
The Debtor and the Lender have negotiated a cash collateral
agreement ("Consent Order").  The Debtor asks entry of the Consent
Order.

Under the Consent Order, the Debtor will be permitted to use such
Cash Collateral in accordance with the Budget that sets forth an
itemization of the Debtor's cash needs for a period of time
commencing April 1, 2017 and expiring on Sept. 30, 2017 but only
for the purposes and in the amounts provided in the Consent Order.

The 6-month Budget contemplates total income in the amount of
$359,892 and $228,959 in total expenses.

As adequate protection to the Lender for the use of Cash
Collateral, the Consent Order grants to the Lender: (i) continuing
liens and security interests in the Pre-petition Collateral on the
same terms and conditions provided under the Pre-petition
Agreements; and (ii) replacement liens and security interests in
and against all property that would have constituted Pre-petition
Collateral but for the commencement of these cases generated or
acquired on and after the Petition Date; and (iii) certain
Post-petition liens.  All Cash Collateral shall be held and
maintained in the Debtor's DIP account, pursuant and subject to the
terms of the Consent Order.

The Debtor submits that the entry of the Consent Order is in the
best interests of its creditors and the estate.  Most importantly,
the Order will enable the Debtor to have immediate access to the
funds required during the pendency of this Chapter 11 proceeding.


Absent immediate access to such funds, the Debtor would be unable
to pay its current operating expenses, would be forced to terminate
employees, and would be left with no choice but to seek relief
under Chapter 7.  The Debtor believes the Consent Order represents
a fair and reasonable arrangement for the use of Cash Collateral.


A full-text copy of the Debtor's Second Motion, dated April 11,
2017, is available at https://is.gd/KcWzAb

                About Parole Bestgate LLC

Parole Bestgate LLC owns and operates a commercial office building
located in Annapolis, Maryland.

James Joseph Sokolis filed an involuntary Chapter 11 petition
against Parole Bestgate (Bankr. D. Md. Case No. 16-11840) on Feb.
17, 2016.  On March 29, 2016, the Court entered an Order for relief
in the Chapter 11 case.

The case is assigned to Judge David E. Rice.  

The Debtor is represented by Michael J. Lichtenstein, Esq., and
Megan A. Raker, Esq., at Shulman, Rogers, Gandal, Pordy & Ecker,
P.A., of Potomac, Maryland.


PAWN AMERICA: Wants to Use TBK Bank Cash Collateral
---------------------------------------------------
Judge Robert J. Kressel will convene a hearing on April 14, 2017,
at 1:00 p.m., to consider the motions of Exchange Street, Inc.,
Pawn America Wisconsin, LLC, and Pawn America Minnesota, LLC for an
expedited hearing and on the portion of each motion seeking an
interim order authorizing their use of cash collateral.  Judge
Constantine will convene a hearing on May 12, 2017 at 9:30 a.m. to
consider the portion of the motions seeking a final order
authorizing their use of cash collateral.

Given the expedited nature of the relief sought in the proposed
interim order, the Debtors do not object to written responses being
served and filed up to two hours prior to the hearing.  Any
response to the Motion for a final order must be filed no later
than May 5, 2017.

TBK Bank, SSB ("Secured Party") may hold a security interest in the
cash collateral sought to be used by the Debtors.  The collateral
securing the Secured Party's debt of approximately $10,525,000 is
(i) accounts receivable (i.e., pawn loans and pawn service
charges), and (ii) inventory.  As of the Petition Date the Debtors
estimate that the value of collateral securing the Secured Party's
debt was $18,077,504.  As of April 14, 2017 (interim relief
hearing), they estimate that the value of the collateral will be
$18,078,468.  As of May 12, 2017 (the final hearing date) the value
of the collateral is projected to be $18,557,984.

The Debtors require the use of cash collateral to operate.  Without
the necessary funds to pay employees, purchase inventory, and meet
other ongoing operational expenses as outlined in the Budget during
the Interim Period, the Debtors' operations will suffer and be
placed at risk of shutting down, resulting in the potential loss of
employment for hundreds of individuals currently working for the
Debtors and significant risk to unsecured creditors.

The Debtors have a limited amount of cash on hand, but will
generate cash from ongoing operations.  As set forth in the Budget,
the Debtors project that such cash will be sufficient to fund
Chapter 11 administrative expenses, including postpetition
operating expenses, while maintaining a significant "equity
cushion" for the Secured Creditor.

The Budget reflects total sources of cash in the sum of $4,811,257
and $5,032,111 in total cash disbursements for the period starting
April 12, 2017 through May 12, 2017.

The Debtors propose to grant the Secured Party a replacement lien
in any new assets, and accounts receivable generated from the use
of cash collateral, with the same priority, dignity, and validity
as its prepetition security interest as adequate protection.

The Debtors' proposed use of cash collateral, the "equity cushion,"
and the adequate protection offered provide the secured creditors
with adequate protection against the risk of the Debtors' use of
the cash collateral.  The Debtors propose to use the cash to
continue its operation until a plan of reorganization can be
confirmed.  This will greatly enhance the value of the Debtors and
their estates.  The Budget demonstrates that through the use of
cash collateral, the Debtors will be able to continue operations
and work towards a successful reorganization.

Prior to the hearing on the Motion, and in settlement of one or
more of the matters raised in the Motion, the Debtors may enter
into a stipulation or agreed order with the Secured Party
concerning the use of cash collateral, adequate protection, and
other related matters.  In the event that the Debtors enter into
any such stipulation, it will seek approval of the stipulation
without further notice or hearing pursuant to Bankruptcy Rule
4001(d)(4), and the Debtors gave notice of intent to seek approval
of any such stipulation.

The Debtors ask the interim relief on an expedited basis as cause
exists to reduce the notice of the Motion.  Expedited relief is
necessary to allow the Debtors to have immediate access to cash to
operate during the interim period.  Without the funds under the
interim use of cash collateral as proposed, the interests of
creditors and others in the case will be immediately and
irreparably harmed.

A copy of the Budget attached to the Notice is available for free
at:

  http://bankrupt.com/misc/mnb17-31147_8_Cash_Exchange_Street.pdf

                        About Pawn America

Founded in 1991, Pawn America -- http://www.pawnamerica.com/-- is
engaged in the business of retail sale of used merchandise,
antiques, and secondhand goods.  It currently operates 24 stores in
Minnesota, Wisconsin, South Dakota, and North Dakota and employs
more than 500 people.  The Company also founded and
operates Payday America, CashPass and MyBridgeNow.

Pawn America Wisconsin, LLC (Case No. 17-31146); Pawn America
Minnesota, LLC (Case No. 17-31145); and Exchange Street, Inc. (Case
No. 17-31147) each filed petitions for relief pursuant to chapter
11 of Title 11 of the United States Code with the U.S. Bankruptcy
Court for the District of Minnesota.

The Debtors filed for Chapter 11 to preserve the going concern
value of the businesses.  The Debtors said the bankruptcy process
will allow them to assess their collective footprint and  thereby
eliminate unprofitable stores and move forward with a strengthened
business through a plan of reorganization.

Stinson Leonard Street LLP is serving as counsel to the Debtors,
with the engagement led by Robert T. Kugler, Esq., Edwin H. Caldie,
Esq., Phillip J. Ashfield, Esq., and Andrew J. Glasnovich, Esq.


PHILADELPHIA ENTERTAINMENT: $50M Casino Fee Ruling Affirmed
-----------------------------------------------------------
Dan Packel, writing for Bankruptcy Law360, reports that U.S.
District Judge Joseph Leeson Jr. has affirmed U.S. Bankruptcy Judge
Magdeline D. Coleman's ruling that stopped a bid by Philadelphia
Entertainment & Development Partners LP of a failed Foxwoods casino
project in Philadelphia to recover a $50 million casino licensing
fee paid to the state.

Judge Leeson said that Judge Coleman had appropriately concluded
that the Pennsylvania Gaming Control Board's action did not qualify
as a fraudulent transfer, Law360 relates.

               About Philadelphia Entertainment

Philadelphia Entertainment and Development Partners, L.P., filed a
Chapter 11 bankruptcy petition (Bankr. E.D. Pa. Case No. 14-12482)
on March 31, 2014.  Brian R. Ford, as authorized signatory, signed
the petition.  The Debtor estimated assets of at least $10
million and liabilities of at least $50 million.  

Judge Magdeline D. Coleman oversees the case.

DLA Piper LLP (US) serves as the Debtor's counsel.  

The Effective Date of its First Modified Chapter 11 Plan of
Liquidation occurred on Aug. 18, 2014.  The bankruptcy judge, on
July 28, 2014, had confirmed the Plan dated as of March 10, 2014;
as modified on May 27.


PIONEER ROOFING: Has Until June 5 to Use H&B Cash Collateral
------------------------------------------------------------
Judge Brian F. Kenney of the U.S. Bankruptcy Court for the Eastern
District of Virginia authorized Pioneer Roofing Systems, Inc. to
use the cash collateral of Burker & Herbert Bank & Trust Co.
("B&H") on an interim basis through June 5, 2017, to pay suppliers
and wages, purchase inventory and otherwise to operate its
business.

A hearing on the Motion was held on April 11, 2017.

The Debtor may not use cash collateral, during the time period
covered by the Budget, in excess of the line item amount(s) of
projected expenditures shown on the Budget.  The Budget covers the
time period from April 11, 2017 through June 4, 2107.  The
authorization to use cash collateral will terminate at the earlier
of (i) June 5, 2017 at 5:00 p.m. or (ii) the occurrence of an Event
of Default under the Order.

The Budget reflects total billing in the amount of $973,501 and
$750,869 in total receipts for the period April 11, 2017 through
June 4, 2107.

All the terms of the prior order regarding use of cash collateral,
Dkt. # 29, 47, 83, 93, 11, 127, 134, 148, 152, 160, 190 and 206,
will remain in full force and effect, including all provisions for
adequate protection and replacement liens, and except as expressly
modified.

With the consent of H&B, the Court authorized the Debtor to make
net payroll on each Friday and the Withholding tax payments the
next Wednesday when due.

The matter is continued for further hearing on the Debtor's motion
for use of cash collateral to 11:00 a.m. on June 6, 2017.

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

  
http://bankrupt.com/misc/vaeb15-13518_210_Cash_Pioneer_Roofing.pdf

                About Pioneer Roofing Systems

Pioneer Roofing Systems, Inc., a Virginia corporation, sells and
installs roofing systems in the Mid-Atlantic Region.  Stephen R.
Wann, president and 100% shareholder, has operated the Debtor for
the last 35 years.  The Debtor's office is located at 7211-C
Telegraph Square Drive, Lorton, Virginia.

The Debtor sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. E.D. Va. Case No. 15-13518) on Oct. 8, 2015.  The
petition was signed by Stephen R. Wann, president.  The case is
assigned to Judge Brian F. Kenney.

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


PRINCE INTERNATIONAL: S&P Affirms 'B-' CCR; Outlook Stable
----------------------------------------------------------
S&P Global Ratings said it revised its outlook on Houston-based
Prince International Corp. to stable from negative.  At the same
time, S&P affirmed its 'B-' corporate credit rating on the
company.

S&P also affirmed its 'B-' issue-level rating on the company's
senior secured notes due 2019.  S&P's recovery rating on the notes
remains '4', indicating its expectation for average (30% to 50%;
rounded estimate: 45%) recovery in the event of a payment default.

"The stable outlook reflects our expectation that conditions in
Prince's weaker-performing end markets (specifically oil and gas
and steel) will improve further in 2017 and 2018," said S&P Global
Ratings credit analyst Michael Maggi.  "As such, we expect the
company will maintain adequate liquidity and produce adjusted debt
to EBITDA between 6.5x and 7x by year-end 2017, with modest
improvement to between 6x and 6.5x in 2018.  In addition, we expect
EBITDA interest coverage to remain at or slightly above 1.5x over
this period."

S&P could lower the ratings over the next 12 months if Prince's
liquidity deteriorated such that S&P viewed it to be less than
adequate or if credit measures were to weaken to levels where
adjusted EBITDA interest coverage were sustained below 0.75x.  This
could occur if the recent improvement in industry conditions were
to reverse, leading to weaker operating performance and lower
margins, likely with adjusted debt to EBITDA above 12x for a
prolonged period.  This would likely cause the company to increase
its borrowings under its revolving credit facility, which could
negatively affect liquidity and may cause S&P to view Prince's
capital structure as unsustainable over the long-term.  Separately,
S&P could revise the outlook to negative if Prince's adjusted debt
to EBITDA approached 10x and EBITDA interest coverage fell below
1.25x on a sustained basis or as the company's 2019 maturities draw
nearer.

S&P views an upgrade over the next 12 months as unlikely given
Prince's vulnerable business risk profile, expected credit
measures, and financial sponsor ownership.  However, if the company
were able to materially increase its overall size and scale and/or
improve its profitability in a leverage-neutral manner, S&P could
take a positive rating action.  Separately, an upgrade would likely
be predicated upon a commitment from Prince's sponsor to maintain
leverage below 5x on a sustained basis.



PUPI'S MANAGEMENT: Unsecured Creditors to Get $572 Under Plan
-------------------------------------------------------------
Pupi's Management, LLC, filed with the U.S. Bankruptcy Court for
the Western District of Arkansas a small business disclosure
statement describing its plan of reorganization, dated April 7,
2017.

Class 2, general unsecured creditors, is impaired under the plan.
This class will receive a distribution of 100% of their allowed
claims to be distributed on or before the first anniversary of the
confirmation of this Plan. The amount to be paid for this class is
$571.19.

The Debtor will fund its plan by continuing its operations, and,
from time to time, as may be determined by the sole judgment and
discretion of the Debtor's management, an additional offering of
stock, or incurring debt. The Debtor's management will continue to
be the pre-petition management such management being Doreen Koehl.

The Disclosure Statement is available at:

       http://bankrupt.com/misc/arwb3-16-71739-38.pdf

                 About Pupi's Management

Based in Bull Shoals, Arkansas, Pupi's Management, LLC -- dba
BelArco Resort and dba Bel Arco Resorts -- filed a Chapter 11
petition (Bankr. W.D. Ark. Case No. 16-71739) on July 27, 2016.
The Hon. Ben T Barry presides over the case. Stanley V Bond, Esq.,
at Bond Law Office, as bankruptcy 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 Doreen Koehl, managing member.


PURPLE HOUSE: Case Summary & Unsecured Creditor
-----------------------------------------------
Debtor: Purple House, LLC
        P.O. Box 280
        Tilghman, MD 21671

Case No.: 17-15339

Business Description: The Debtor's primary asset is located at
                      Tilghman Road Lot 105x Tilghman, MD 21671.

Chapter 11 Petition Date: April 17, 2017

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

Judge: Hon. Thomas J. Catliota

Debtor's Counsel: Daniel Alan Staeven, Esq.
                  RUSSACK ASSOCIATES LLC
                  100 Severn Avenue, Suite 101
                  Annapolis, MD 21403
                  Tel: 410-505-4150
                  E-mail: dan@russacklaw.com

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

Estimated Liabilities: $1 million to $10 million

The petition was signed by Alexander Doty, sole member.

The list of top 20 unsecured claims solely contains QueensTown Bank
of Maryland, holding a claim of $1,725,000.

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

          http://bankrupt.com/misc/mdb17-15339.pdf


RANCHO REAL: Disclosures Okayed, Plan Hearing on May 18
-------------------------------------------------------
The U.S. Bankruptcy Court for the District of Puerto Rico will
consider approval of the Chapter 11 plan of reorganization of
Rancho Real Grill & Cantina Corp. at a hearing on May 18.

The hearing will be held at 9:30 a.m., at the U.S. Bankruptcy
Court, Southwestern Divisional Office, MCS Building, Second Floor,
880 Tito Castro Avenue, Ponce, Puerto Rico.

The court will also consider at the hearing the final approval of
the company's disclosure statement, which it conditionally approved
on April 11.

Creditors are required to cast their votes accepting or rejecting
the plan and file their objections no later than 14 days prior to
the date of the hearing.

                About Rancho Real Grill & Cantina

Rancho Real Grill & Cantina Corporation, filed a Chapter 11
bankruptcy petition (Bankr. D.P.R. Case No. 16-08582) on October
28, 2016, disclosing under $1 million in both assets and
liabilities.

The case is assigned to Judge Edward A. Godoy.  The Debtor is
represented by Juan Carlos Bigas Valedon, Esq., at Juan C. Bigas
Law Office.


RECOM INC: Can Use First Home Bank Cash Collateral Until May 10
---------------------------------------------------------------
Judge Donald R Cassling of the U.S. Bankruptcy Court for the
Northern District of Illinois authorized Recom, Inc. to use the
cash collateral of its creditor, First Home Bank ("FHB") until May
10, 2017.

The Debtor will use cash to pay ordinary and necessary business
expenses and administrative expenses for the items and in such use
that will not vary materially from that provided for in the Budget
and monthly projections, except for variations attributable to
expenditures specifically authorized by Court order, or as
otherwise authorized by FHB in writing, and those payments to FHB
under the terms of the Interim Order.  To the extent that there
will be any material increase in the amount of the expenses set
forth, to the extent that the budget and projections will be
exceeded by more than 5% for any given monthly period of time, the
Debtor must obtain written consent, in writing, from FHB for such
increased expense, or Court order authorizing otherwise.

The Budget for April 1, 2017 through May 10, 2017 contemplates net
income of $88,450 and total costs of $94,810.

The Debtor will grant FHB a replacement lien, to the extent of the
Debtor's use of cash collateral and adequate protection set forth,
in all post-petition inventory, accounts, rights to payment
equipment, tangibles, general intangibles, officer, director, and
employee loans, any after acquired equipment, assets, rights to
payment, furniture, fixtures, equipment, electronics, or any other
property, as may be authorized by the Court after notice and a
hearing with such liens being of the same priority, dignity,
nature, and effect as FHB's prepetition lien, but excluding all of
the Debtor's rights, claims, and demands, if any, under Chapter 5
of the Code.

The Debtor will carry a sufficient amount of insurance on its
assets and FHB's Collateral in an amount of no less than $350,000
and will provide proof of such insurance reasonably acceptable to
FHB, including declaration pages for general liability and
coverage.

The Debtor will make adequate protection payments to FHB by
remitting monthly payments in the amount of $2,300 commencing on
April 1, 2017, and continuing thereafter on the 1st day of each
subsequent month through the term of the Interim Order or any
tensions hereto.

The Debtor covenants and agrees that from the Petition Date through
the end of the term of the Interim Order, and any extensions
hereof, it will maintain no less than $350,000 minimum aggregate
book value of: (i) accounts receivable, whether incurred on a
pre-petition or post-petition basis, including prepaid deposits;
(ii) cash; (iii) retainages; (iv) equipment, inventory, furniture,
fixtures, computers, computer accessories, computer repair and
refurbishments equipment and tools, and all other tangible personal
property items located at the Debtor's principal place of business;
(v) loans payable to the Debtor by any officers, directors,
employees, or unit members of the Debtor; and the Debtor will not
sell, transfer, convey, dispose of or remove personal property or
real property outside of the ordinary business without giving FHB
prior notice and obtaining the FHB's consent or a court order
authorizing such disposition of that personal property.

All future revenues and income generated by the Debtor will be
deposited in the debtor in possession account(s) maintained at Bank
of America ("DIP Account"), and that all withdrawals, checks,
payments, and transfers will also be drawn out of the DIP Account.

To the extent permitted under Section 506(b) of the Code, the
Debtor agrees that there will be allowed to FHB an amount equal to
all reasonable fees and legal expenses incurred by FHB in
connection with the negotiation of the Interim Order, negotiation,
execution and delivery of that certain Stipulation among the Debtor
and FHB dated April 3, 2017, or the collection or enforcement or
protection of the Interim Order, or any extensions in the future,
and that the same will be included with any proof of claim to be
filed on behalf of FHB during the pendency of these proceedings.

A status hearing relating to an extension of the Debtor's right to
use cash collateral will be held on May 9, 2017 at 10:00 a.m.
without further notice.

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

    http://bankrupt.com/misc/ilnb17-03733_42_Cash_Recom_Inc.pdf

                       About Recom, Inc.

Recom, Inc., is an Illinois corporation that operates a business
purchasing, repairing/refurbishing, and selling computers and
related equipment from its facility at 351 Remington Blvd.,
Bolingbrook, Illinois.

Recom, Inc., filed a Chapter 11 petition (Bankr. N.D. Ill. Case
No.
17- 3733) on Feb. 9, 2017.  The petition was signed by Earl
Miller,
CEO.

In its petition, the Debtor estimated $116,716 in assets and $1.02
million in liabilities.

The Hon. Donald R Cassling presides is the case judge.

David P. Lloyd, Esq., at David P. Lloyd, Ltd., is serving as
bankruptcy counsel to the Debtor.


RENNOVA HEALTH: Discusses Financial Results for 2016
----------------------------------------------------
Rennova Health, Inc., a vertically integrated provider of
industry-leading diagnostics and supportive software solutions to
healthcare providers, on April 10, 2017, hosted a conference call
and provide a business update on April 12, 2017 to discuss the
financial results for the full year 2016.  A replay will be
available through April 18, 2017 and can be accessed by dialing
(855) 859-2056 from within the U.S. or (404) 537-3406 from outside
the U.S. All listeners should provide passcode 2527049.  The
webcast will be available for 30 days.

                    About Rennova Health

Rennova Health, Inc. -- http://www.rennovahealth.com/-- provides
industry-leading diagnostics and supportive software solutions to
healthcare providers, delivering an efficient, effective patient
experience and superior clinical outcomes.  Through an
ever-expanding group of strategic brands that work in unison to
empower customers, it is creating the next generation of
healthcare.

Rennova Health reported a net loss of $32.61 million on $5.24
million of net revenues for the year ended Dec. 31, 2016, compared
with a net loss of $35.96 million on $18.39
million of net revenues for the year ended Dec. 31, 2015.

As of Dec. 31, 2016, Rennova had $6.48 million in total assets,
$21.36 million in total liabilities and a total stockholders'
deficit of $14.88 million.

Green & Company, CPAs, in Temple Terrace, Florida, issued a "going
concern" qualification on the consolidated financial statements
for
the year ended Dec. 31, 2016, citing that the Company has
significant net losses and cash flow deficiencies.  Those
conditions raise substantial doubt about the Company's ability to
continue as a going concern.


RIDGEVILLE PLAZA: Can Continue Using Cash Collateral Until April 24
-------------------------------------------------------------------
Judge David E. Rice of the U.S. Bankruptcy Court for the District
of Maryland has issued a third interim order, authorizing
Ridgeville Plaza, Inc. to use SF IV Bridge IV, LP's cash collateral
from February 28, 2017 through April 24, 2017.

SF IV Bridge asserts that it holds valid, enforceable, and
allowable claims against the Debtor in an approximate aggregate
amount equal to $15,129,311 in unpaid principal, interest and
attorneys' fees.

The Debtor is authorized on a limited basis to use the SF IV
Bridge's cash collateral in the ordinary course for the purposes of
paying the Debtor's necessary expenses set forth in the Budget.
The approved March and April 2017 Budget reflects total master
expenses of approximately $14,625 and total building expenses in
the amount of $6,803.

The Debtor is authorized and directed to make monthly adequate
protection payments to SF IV Bridge in the aggregate amount of
$65,000.

In addition, SF IV Bridge is granted with replacement liens upon
and security interests in all of the properties and assets of the
Debtor, only to the extent of the diminution of the value resulting
from the Debtor's use its cash collateral, and with the same
priority in the postpetition collateral that SF IV Bridge held in
the prepetition collateral as of the Petition Date. Furthermore, SF
IV Bridge will be granted an administrative claim against the
Debtor and the Debtor's bankruptcy estate.

During the Interim Period, SF IV Bridge may offset any rent rental
payments it receives from tenants of the Properties and the BAIA,
LLC's properties encumbered by the Deed of Trust against the
outstanding balance of the Adequate Protection Payments, and the
Debtor and BAIA, LLC will pay SF IV Bridge the remaining balance
due thereunder every month during the Interim Period.

The Debtor is directed to file all monthly operating reports every
month, demonstrating that the Debtor is only using the Cash
Collateral to pay authorized expenses.

The Court has scheduled a further hearing to consider entry of a
further order approving the use of cash collateral on April 24,
2017, at 3:00 p.m.

A full-text copy of the Third Interim Order, dated April 10, 2017,
is available at https://is.gd/YIPKvT

                 About Ridgeville Plaza, Inc.

Ridgeville Plaza, Inc., is a corporation formed in 1998 with
principal place of business located in Carroll County, MD.  It
owns, leases and manages commercial real property located 206, 208
and 210 E. Ridgeville Boulevard, Mt. Airy, MD 21771.

Ridgeville Plaza filed a Chapter 11 petition (Bankr. D. Md. Case
No. 16-26944) on Dec. 30, 2016.  The petition was signed by Frank
Illiano, president.  At the time of filing, the Debtor estimated
less than $50,000 in assets and $10 million to $50 million in
liabilities.

The case is assigned to Judge David E. Rice.

The Debtor is represented by James Greenan, Esq., at McNamee,
Hosea, et al.


ROCKY MOUNTAIN: Lily Li Holds 61.16% Equity Stake as of Feb. 28
---------------------------------------------------------------
Lily Li filed an amended Schedule 13D disclosure with the
Securities and Exchange Commission to report beneficial ownership
of 61.16% of outstanding shares of common stock of Rocky Mountain
High Brands, Inc. as of Feb. 28, 2017.  She previously reported
ownership of 61.66% of outstanding common shares in her previous
filing with the SEC.  A full-text copy of the Schedule 13D/A is
available for free at:

                     https://is.gd/F3Z0lf

                     About Rocky Mountain

Rocky Mountain High Brands, Inc., (RMHB) is a consumer goods brand
development company specializing in developing, manufacturing,
marketing, and distributing high quality, health conscious,
hemp-infused food and beverage products and spring water.  The
Company currently markets a lineup of five hemp-infused beverages.
RMHB is also researching the development of a lineup of products
containing Cannabidiol (CBD).  The Company's intention is to be on
the cutting edge of the use of CBD in consumer products while
complying with all state and federal laws and regulations.

Rocky Mountain reported net income of $2.32 million on $1.07
million of sales for the fiscal year ended June 30, 2016, compared
with a net loss of $16.62 million on $489,849 of sales for the
fiscal year ended June 30, 2015.

Paritz & Company, P.A., in Hackensack, New Jersey, issued a "going
concern" qualification on the consolidated financial statements for
the year ended June 30, 2016, citing that the Company has a
shareholders' deficit of $1,477,250, an accumulated deficit of
$16,878,382 at June 30, 2016, and has generated operating losses
since inception.  These factors, among others, raise substantial
doubt about the ability of the Company to continue as a going
concern.


ROYALE ENERGY: SingerLewak LLP Raises Going Concern Doubt
---------------------------------------------------------
Royale Energy, Inc., filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K, disclosing a net loss of
$4.14 million on $1.21 million of total revenues for the year ended
December 31, 2016, compared to a net loss of $2.01 million on $1.71
million of total revenues for the year ended December 31, 2015.

The Company's independent accountants SingerLewak LLP, in Los
Angeles, Calif., states that the Company has suffered recurring
losses from operations, its total liabilities exceed its total
assets and it has an accumulated stockholders' deficit.  This
raises substantial doubt about the Company's ability to continue as
a going concern.

The Company's balance sheet at December 31, 2016, showed total
assets of $8.38 million, total liabilities of $12.89 million, and a
stockholders' deficit of $4.55 million.

A full-text copy of the Company's Form 10-K is available at:
                
                   https://is.gd/qOazWm

Royale Energy, Inc., is an independent oil and gas producer which
also has operations in the area of turnkey drilling.  The Company
owns wells and leases in major geological basins located primarily
in California, Texas, Oklahoma and Utah.  Royale Energy offers
fractional working interests and seeks to minimize the risks of oil
and gas drilling by selling multiple well drilling projects which
do not include the use of debt financing.


RUPARI HOLDING: Wants Approval on Consensual Cash Collateral Use
----------------------------------------------------------------
Rupari Holding Corp. and Rupari Food Services, Inc., seek
authorization from the U.S. Bankruptcy Court for the District of
Delaware for the consensual use of cash collateral until May 12,
2017.

The Debtors intend to use cash collateral to pay expenses of
operating their business and fund the sale of substantially all of
their assets, in accordance with its first 13-week forecast.  The
Debtors claim that they do not have unencumbered cash or assets as
of the Petition Date, such that they need immediate access to cash
collateral to allow them to maintain their business relationships
with vendors, and suppliers -- each of which are critical to
preserve and enhance the going-concern value of the Debtors.
Moreover, access to the Cash Collateral is essential to ensure
timely payment of employee wages, salaries, and other
employee-related obligations.

On July 1, 2011, Rupari Food entered into a Credit Agreement with
General Electric Capital Corporation as the Agent for all lenders
and as a lender and swingline lender, Fifth Third Bank, as a lender
and as the Syndication Agent for all lenders, SunTrust Bank, as a
lender and as the Documentation Agent for all lenders, and certain
other lenders.  Subsequently, Antares Capital LP replaced GE
Capital as the Agent under the Prepetition Senior Secured Credit
Facility, and Antares Holdings LP replaced GE Capital as a
Prepetition Senior Secured Lender.  The Prepetition Senior Secured
Credit Facility provides for a term loan in an aggregate loan
commitment amount of $32,500,000 (the "Term Loan") and a revolving
loan in an aggregate loan commitment amount of $35,000,000 (the
"Revolving Loan").  As of the Petition Date, no amounts were
outstanding under the term loan and approximately $23,300,000
remained outstanding with respect to the revolving loan under the
Prepetition Senior Secured Credit Facility, including accrued
interest through the Petition Date.  The Prepetition Senior Secured
Credit Facility is collateralized by substantially all of the
Debtors' assets.

On Sept. 8, 2016, and thereafter, Rupari Food issued numerous
promissory notes in favor of Rupari Bridge Co., an affiliate of
WPP, which are secured by substantially all of the Debtors' assets,
second in position to the Prepetition Senior Secured Credit
Facility per that certain Subordination Agreement.  As of March 31,
2017, the total amounts outstanding under the Secured Notes was
$34,964,000.

The Debtors propose to grant Antares Capital with valid,
enforceable, unavoidable and fully perfected replacement liens and
security interests in all prepetition and postpetition assets and
property of each of the Debtors, with the same priority as enjoyed
by the prepetition liens immediately prior to the Petition Date.
Such adequate protection liens will be supplemental to and in
addition to the prepetition liens.

Antares Capital will also be granted with superpriority
administrative expense claims against the Debtors' estates to the
extent that the adequate protection liens do not adequately protect
against the diminution in value of the prepetition collateral.  The
Superpriority Claims, if any, will have priority in payment over
any and all administrative expenses.

In addition, Antares, Fifth Third Bank, and SunTrust Bank will be
receiving adequate protection through the Debtors' adherence to the
reporting requirements under the Interim DIP Order.  The Debtors
will provide to Antares, Fifth Third Bank, and SunTrust Bank on a
semi-monthly basis:

     (a) an accounts payable aging schedule,

     (b) a consolidated balance sheet,

     (c) a consolidated statement of income, and

     (d) a cash reconciliation report setting forth the cash bank
balance, float and cash book balance.

The superpriority claims, adequate protection liens, and
prepetition liens, will be subject to the payment of:

     (i) the unpaid and outstanding fees and expenses actually
incurred by attorneys, accountants and other professionals retained
by the Debtors and any official committee of unsecured creditors,
plus

    (ii) those fees, costs and expenses incurred by the
Professionals after the Trigger Date and subsequently allowed by
order of the Court in an amount not to exceed $250,000 in the
aggregate, plus

   (iii) fees required to be paid to the Clerk of the Court and to
the U.S. Trustee.

A full-text copy of the Debtor's Motion, dated April 11, 2017, is
available at https://is.gd/Ia3e6v

                About Rupari Holding Corp.

Established in 1978, Rupari -- http://www.rupari.com/-- is a
culinary supplier of sauced and unsauced ribs, barbeque pork,  and
BBQ chicken.  Since 1978, Rupari Foods has  been producing and
distributing the finest, restaurant-quality, pre-cooked, sauced,
bone-in proteins, and related barbeque products.  The Company
offers a full line of meats under the Rupari brand name, as well as
a variety of products under the retail names of Tony Roma's and
Butcher's Prime.  The Company's products are available at large and
mid-sized retailers throughout the United States and Canada.

Rupari Holding Corp. and its affiliate Rupari Food Services, Inc.
filed Chapter 11 petitions (Bankr. D. Del. Case Nos. 17-10793 and
17-10794, respectively) on April 10, 2017.  The petitions were
signed by signed by Jack Kelly, CEO.

At the time of filing, the Debtors each estimated $50 million to
$100 million in assets and $100 million to $500 million in
liabilities.

The cases are assigned to Judge Kevin J. Carey.

R. Craig Martin, Esq., Maris J. Kandestin, Esq., Richard A.
Chesley, Esq., and John K. Lyons, Esq., at DLA Piper LLP (US) are
serving as counsel to the Debtors.  Kinetic Advisors LLC is the
financial advisor.  Donlin, Recano & Co., Inc., is the claims and
noticing agent.

No trustee, examiner, or official committee of unsecured creditors
has been appointed in the Debtors' chapter 11 cases.


SANDHILL ENTERPRISES: Can Use Wauchula State Bank Cash Collateral
-----------------------------------------------------------------
Judge Catherine Peek McEwen of the U.S. Bankruptcy Court for the
Middle District of Florida authorized Sandhill Enterprises of
Lakeland, LLC, to use the cash collateral of secured creditor
Wauchula State Bank.

A hearing on the Motion was held on April 6, 2017.

The Debtor is authorized to use cash collateral to pay (i) amounts
expressly authorized by the Court, including payments to the US
Trustee for quarterly fees; (ii) the current and Necessary expenses
set forth in the budget, plus an amount not to exceed 10% for each
line item; (iii) the adequate protection payments contained herein;
and (iv) such additional amounts as may be expressly approved by
the Secured Creditor.  The authorization will continue until
further order of the Court.

The cash collateral budget reflects total income of $2,700 and
total expenses of $3,280.

Except as authorized in the order, the Debtor is prohibited from
use of cash collateral.  However, expenditures in excess of the
line items in the budget or not on the budget will not be deemed to
be unauthorized use of case collateral, unless the recipient cannot
establish that the expense would be entitled to administrative
expense priority if the recipient had extended credit for the
expenditure.  Expenditures in excess of the line items in the
budget or not on the budget may, nonetheless, give rise to remedies
in favor of the Secured Creditor.

The Debtor's use of cash collateral is conditioned upon the Debtor
making adequate protection payments in the amount of $2,536 to the
Secured Creditor.  Said adequate protection payments began May 1,
2017 with a 10 day grace period and will continue on the first day
of each month thereafter until further order of the Court.

Each creditor with a security interest in cash collateral will have
a perfected post-petition lien against cash collateral to the same
extent and with the same validity and priority as the prepetition
lien, without the need to file or execute any document as may
otherwise be required under applicable non-bankruptcy law.

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

     
http://bankrupt.com/misc/flmb8-17-02392_21_Cash_Sandhill_Enterprises.pdf

                 About Sandhill Enterprises

Sandhill Enterprises of Lakeland, LLC, filed a Chapter 11 petition
(Bankr. M.D. Fla. Case No. 17-02392) on March 24, 2017.  The
petition was signed by Reginald Pope, Manager.  At the time of
filing, the Debtor estimated assets and liabilities between
$100,000 and $500,000.  Pierce J. Guard, Jr., at The Guard Law
Group, PLLC, is serving as counsel.  An Official Committee of
Unsecured Creditors has not been appointed in the case.


SEANERGY MARITIME: Two Deals Hike Pro-Forma Equity by 62%
---------------------------------------------------------
In Form FWP filed with the Securities and Exchange Commission,
Seanergy Maritime Holdings Corp. (NASDAQ: SHIP) announced on April
10, 2017, its pro-forma capitalization giving effect to the
definitive agreement with one of its senior lenders for the early
repayment of a loan facility at a 30% discount that is expected to
generate a gain and equity accretion of $11.4 million, as well as
the previously announced memorandum of agreement to purchase a
Korean, 2012 built Capesize vessel, which is to be renamed
Partnership, for $32.65 million.

Assuming the completion of the  two transactions, the pro-forma
total capitalization and total equity of the Company as of today is
estimated to be $279.4 million and $49.9 million, respectively.  In
addition, these transactions are expected to result in a 62%
increase of total pro-forma equity.

A full-text-copy of Form FWP is available for free at
https://is.gd/SZ2uMo

                      About Seanergy

Athens, Greece-based Seanergy Maritime Holdings Corp. is an
international company providing worldwide seaborne transportation
of dry bulk commodities.  The Company owns and operates a fleet of
seven dry bulk vessels that consists of three Handysize, two
Supramax and two Panamax vessels.  Its fleet carries a variety of
dry bulk commodities, including coal, iron ore, and grains, as well
as bauxite, phosphate, fertilizer and steel products.

For the year ended Dec. 31, 2015, the Company reported a net loss
of US$8.95 million on US$11.2 million of net vessel revenue
compared to net income of US$80.3 million on US$2.01 million of net
vessel revenue for the year ended Dec. 31, 2014.

As of Sept. 30, 2016, Seanergy had US$203.60 million in total
assets, US$184.45 million in total liabilities and US$19.15 million
in stockholders' equity.

Ernst & Young (Hellas) Certified Auditors-Accountants S.A., in
Athens, Greece, issued a "going concern" qualification on the
consolidated financial statements for the year ended Dec. 31, 2015,
citing that the Company reports a working capital deficit and
estimates that it may not be able to generate sufficient cash flow
to meet its obligations and sustain its continuing operations for a
reasonable period of time, that in turn raise substantial doubt
about the Company's ability to continue as a going concern.


SEQUA CORP: S&P Affirms 'B-' Rating on New 1st Lien Credit Facility
-------------------------------------------------------------------
S&P Global Ratings affirmed its 'B-' issue-level rating on Sequa
Corp. subsidiary Sequa Mezzanine Holdings LLC's proposed first-lien
secured credit facility.  The '3' recovery rating remains
unchanged, indicating S&P's expectation for meaningful (50%-70%;
rounded estimate: 50%) recovery in the event of a payment default.

Earlier, S&P corrected its recovery rating on this facility to '3'
from '4' because, in S&P's analysis for the research update on
Sequa that S&P published on April 4, 2017, titled "Sequa Corp.
Downgraded To 'CC', CCR Placed On CreditWatch Negative On
Distressed Exchange Offer; New Debt Rated," we incorrectly
calculated the company's total amount of first-lien debt, which led
us to assign an incorrect recovery rating.

Since S&P published that report on April 4, 2017, the company has
eliminated the $300 million of proposed senior secured notes and
replaced them with an additional $300 million of term debt.  These
changes mean that the proposed first-lien credit facility will now
comprise a $135 million revolver and a $900 million term loan.  As
previously stated, the term loan has been upsized from the original
$600 million amount, though this does not affect its recovery
prospects because our analysis had already assumed that the company
would issue $900 million of first-lien debt in addition to its
revolver borrowings (exclusive of the error).

                         RECOVERY ANALYSIS

Key analytical factors

   -- Earlier S&P revised its recovery rating on Sequa's proposed
      first-lien credit facility to '3' from '4' due to an error
      in S&P's original analysis.  The '3' recovery rating
      indicates S&P's expectation for meaningful recovery (50%-
      70%; rounded estimate: 50%) in a default scenario.

   -- The '6' recovery rating on the company's proposed second-
      lien term loan remains unchanged, indicating S&P's
      expectation for negligible recovery (0%-10%; rounded
      estimate: 5%) in a default scenario.

   -- Sequa's proposed capital structure consists of a
      $135 million three-year revolving credit facility, a
      $900 million four and a half year first-lien term loan B,
      and a $350 million five-year second-lien term loan.  The
      company also recently renewed its $75 million accounts
      receivable facility with a new 365-day tenor.

Simulated default assumptions

   -- S&P has valued the company on a going concern basis using a
      5x multiple of S&P's projected emergence EBITDA.

   -- Other default assumptions include LIBOR rising to 250 basis
      points (bps) and the revolver is 85% drawn at default.

Simplified waterfall

   -- Emergence EBITDA: $121 million
   -- Multiple: 5.0x
   -- Net enterprise value (after 5% administrative expenses):
      $574 million
   -- Priority claims: $66 million
   -- Estimated first-lien claim: $919 million
      -- Recovery range: 50%-70% (rounded estimate: 50%)
   -- Total second priority debt: $373 million
      -- Recovery range: 0%-10% (rounded estimate: 5%)

RATING LIST

Sequa Corp.
Corporate Credit Rating          CC/Watch Neg/--

Ratings Affirmed

Sequa Mezzanine Holdings LLC
First-Lien Credit Facility       B-
  Recovery Rating                 3(50%)
Second-Lien Debt                 CCC
  Recovery Rating                 6(5%)



SHIROKIA DEVELOPMENT: Disclosure Statement Hearing Set for May 25
-----------------------------------------------------------------
The Hon. Nancy Hershey Lord of the U.S. Bankruptcy Court for the
Eastern District of New York will hold on May 25, 2017, at 11:00
a.m. a hearing to consider the approval of Shirokai Development,
LLC and Shirokia Mezz I LLC's disclosure statement dated April 7,
2017, referring to the Debtor's plan of reorganization.

                 About Shirokia Development LLC

Shirokia Development, LLC, a single asset real estate business
based in Flushing, New York, filed a chapter 11 petition (Bankr.
E.D.N.Y. Case No. 16-45568) on Dec. 9, 2016.  The petition was
signed by Hong Qin Jiang, sole member.  The Debtor is represented
by Dawn Kirby, Esq., at Delbello Donnellan Weingarten Wise &
Wiederkehr.  The Debtor disclosed total assets at $27 million and
total liabilities at $21.80 million.


SOCIAL REALITY: RBSM LLP Raises Going Concern Doubt
---------------------------------------------------
Social Reality, Inc., filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K, disclosing a net loss of
$4.25 million on $35.76 million of revenue for the year ended
December 31, 2016, compared to a net loss of $2.72 million on
$30.29 million of revenue for the year ended December 31, 2015.

RBSM LLP in New York, N.Y., issued a "going concern" qualification
on the Company's financial statements, stating that it has suffered
recurring losses from operations, generated negative cash flows
from operating activities, and has an accumulated deficit as of
December 31, 2016.

The Company's balance sheet at December 31, 2016, showed total
assets of $26.90 million, total liabilities of $18.07 million, and
a stockholders' equity of $8.82 million.

A full-text copy of the Company's Form 10-K is available at:
                
                   https://is.gd/7W82lH

Headquartered in Los Angeles, Social Reality, Inc., sells digital
advertising campaigns to advertising agencies and brands.  The
Company has developed technologies that, among other things, allow
brands to launch and manage their own campaigns and website
publishers to sell their media inventory to digital adverting
buyers.



STEVE'S FROZEN: Can Use BFG Cash Collateral Until May 8
-------------------------------------------------------
Judge Erik P. Kimball of the U.S. Bankruptcy Court for the Southern
District of Florida authorized Steve's Frozen Chillers, Inc. to use
BFG Investment Holdings, LLC's cash collateral through May 8, 2017
to pay the ordinary and necessary operating expenses of its
business in the amounts and solely for the purposes set forth in
the Budget.

At the hearing on April 6, 2017, at 9:30 a.m., the Debtor and
counsel for BFG Investment Holdings, LLC indicated that they had
reached an agreement with respect to the Debtor's continued use of
Cash Collateral, which is subject to a perfected first priority
interest held by BFG.

The Budget for the next three quarters shows total expenses of
approximately $219,994 for the 2nd Quarter, $214,506 for the 3rd
Quarter, and $205,549 for the 4th Quarter.

Without prior approval of BFG, the Debtor is permitted to use Cash
Collateral for a particular line item in the Budget so long as: (i)
such variation is equal to or less than a 10% increase in the
amount listed in the Budget for such line item; (ii) the funds are
being used to timely pay the U.S. Trustee Fees as required under
Title 11; and (iii) the total amount incurred during such
applicable period does not increase.

There will be a monthly carve-out from the permitted use of Cash
Collateral for United States Trustee fees.

As adequate protection for its interest in BFG's Cash Collateral,
the Debtor grants BFG, effective as of the Petition Date valid and
effective replacement security interests in and liens ("Replacement
Liens") on all property of the Debtor to the same extent, and with
the same priority, as the liens held by BFG on property of the
Debtor as of the Petition Date ("BFG Replacement Collateral").  No
lien or security interest in any property of the Debtor granted or
arising on or after the Petition Date will be created or permitted
to be pari passu with, or senior to, the liens and security
interests of BFG in its prepetition collateral or the Replacement
Liens, nor shall the Replacement Liens be altered by any plan.  The
grant of Replacement Liens will be supplemental to the security
interests and liens which BFG possesses pursuant to the Loan
Documents.

The liens and security interests granted herein to BFG upon the BFG
Replacement Collateral will be deemed attached, perfected, and
enforceable against the Debtor and all other persons including
without limitation any subsequent Trustee, without the need to
file, record, or execute any document as may otherwise be required
under applicable non-bankruptcy law.

As further adequate protection for BFG for the diminution in the
Cash Collateral resulting by and through the Debtor's use thereof,
upon the entry of the Order, the Debtor will pay $10,000 per month
in adequate protection payments to BFG, which payments must be
wired by noon on the 10th day of each month, beginning April 10,
2017, pursuant to wiring instructions provided by BFG.  These
payments will be applied by BFG in the manner set forth for
application of payments in the parties' loan documents.

As further adequate protection for BFG for the extent of the use of
Cash Collateral, BFG will have nunc pro tunc as of the petition
date an administrative expense claim for the diminution in the Cash
Collateral resulting by and through the Debtor's use thereof,
subject to the payments to be made to BFG and subject to payment
for United States Trustee fees and Court costs.

The Debtor will file its chapter 11 plan and disclosure statement
within 90 days from the Petition Date, without prejudice to the
Debtor request for extension of the deadline for cause.

The Court will hold a non-evidentiary, preliminary hearing on the
Debtor's continued use of Cash Collateral after the Termination
Date on May 3, 2017 at 1:30 p.m.

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

     http://bankrupt.com/misc/flsb17-13690-7.pdf

BFG Investment Holdings, LLC is represented by:

          Jonathan M. Sykes, Esq.
          Burr & Forman LLP
          200 South Orange Avenue, Suite 800
          Orlando, FL 32801
          Telephone: (407) 540-6600
          Facsimile: (407) 540-6601
          E-mail: jsykes @burr.com

              About Steve's Frozen Chillers

Steve's Frozen Chillers, Inc. -- http://stevesfrozenchillers.com/
-- is engaged in the frozen drink machine business.  Founded in
2001, the Company offers over 20 flavors of frozen drink mixes,
both for alcoholic drinks and non-alcoholic, including frozen
cappuccinos, frozen energy drinks and skinny iced coffee.  In
2016,
the Company recorded gross revenue of $2.56 million compared to
gross revenue of $3.09 million in 2015.

Steve's Frozen Chillers, Inc. filed a Chapter 11 petition (Bankr.
S.D. Fla. Case No. 17-13690) on March 27, 2017.  The petition was
signed by Steven D Schoenberg, CEO.  At the time of filing, the
Debtor had $744,658 in assets and $1.94 million in liabilities.

The case is assigned to Judge Erik P. Kimball.  

Angelo A. Gasparri, Esq., at the Law Office of Angelo A Gasparri,
is serving as bankruptcy counsel to the Debtor.


STRONGHOLD ASSET: Soliman Buying Tarzana Property for $2.2M
-----------------------------------------------------------
Judge Maureen A. Tighe of the U.S. Bankruptcy Court for the Central
District of California will convene a hearing on May 3, 2017 at
9:30 a.m. to consider Stronghold Asset Management Corp.'s sale of
nonresidential real property located at 5021 Topeka Drive, Tarzana,
California (APN 2176-009-005), to Fahd Soliman for $2,175,000.

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

        http://bankrupt.com/misc/Stronghold_Asset_47_Sales.pdf

The Debtor's co-tenant and co-seller of the Real Property, the
Akselrod Revocable Family Trust, conducted a trustee's sale, taking
title to the Real Property by a Trustee's Deed Upon Sale recorded
on March 3, 2015, thereby foreclosing the interest of the prior
owners of the Real Property and PennyMac's original borrowers,
Harvey J. Williams and Beverly Ann Williams.  The Akselrod Family
Trust had originally loaned Williams the sum of $800,000, recording
a second deed of trust against the Real Property.

The major issue in the Case was that there was residing on the
property individuals who were occupying the Real Property of the
estate in violation of a duly and actually entered final order of
eviction and unlawful detainer.  The individuals unlawfully in
possession of the real property of the estate were the Williams.

Once the Williams couple were removed from the real property, the
Debtor reasonably believed that it would be able to rehabilitate
and lease the main house and guest house located on the Real
Property.  Complications arose with securing contractor and
developer partners with the other 50% owner of the real property,
Akselrod Revocable Family Trust UTD Jan. 24, 2000, who was to
contribute the remaining balance to begin making the estimated
regular monthly payment due PennyMac of $11,654.  The current
outstanding default amount owing to PennyMac is based upon the
relief from stay motion that it filed and not from any claim it
filed in the Case.  The Debtor reasonably believes the current
market value of the real property is approximately $2,175,000,
based the current condition of the real property and the fact that
the Williams have been squatting on the real property since in
their first bankruptcy case filed on Jan. 18, 2011; resulting in
years of deferred maintenance.

The amount of the Sale and the disbursements to be made by escrow
therefrom are:

          Description        Party Name         Amount     

          Sale Price        Fahd Soliman      $2,175,000  
        Seller's Agent     Pacific Horizon      $65,000   
        Buyer's Agent        New Wealth         $65,000   
        Recording Fees       LA County          $12,245   
       Costs of Closing   Title and Escrow       $8,280  
      Add'l Sett Chrgs       Various            $34,790
        Legal Fees            Esbin             $20,000
     First Trust Deed        PennyMac         $2,685,720

The fees of the Law Offices of Louis J. Esbin are subject to a
separate Motion for Approval of Fees and Costs Incurred, filed
concurrently herewith and set for hearing contemporaneously, as is
the Application to Approve the Appointment of New Wealth Real
Estate, Inc., as the Seller's agent.

The sale of the Real Property is with the consent of the co-tenant
in common, Akselrod Revocable Family Trust UTD Jan. 24, 2000, who,
as with the Debtor, will receive no proceeds from the sale of the
Real Property, after PennyMac is paid, along with the costs of sale
incident thereto.

The Motion is made in conjunction in furtherance of the Debtor's
reorganization.  The Debtors have demonstrated under Section 506(a)
that the Real Property is valued less than the security interest of
and of, and that a reorganization is in prospect.

The value is established through the arms length sale transaction
and the sale of the property of the estate to partially satisfy the
claims of creditors whose interests are secured with the recorded
deeds of trust against the Real Property.  Accordingly, the Debtor
asks the Court to approve the sale.

                    About Stronghold Asset

Stronghold Asset Management Corp. sought protection under Chapter
11 of the Bankruptcy Code (Bankr. C. D. Calif. Case No. 16-11961)
on July 6, 2016.  The petition was signed by Edward Akselrod,
chief
executive officer.  

The case is assigned to Judge Maureen Tighe.

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


SUNEDISON INC: Asks for Court OK to Obtain $640M Replacement Loan
-----------------------------------------------------------------
Alex Wolf, writing for Bankruptcy Law360, SunEdison Inc. asked the
Bankruptcy Court to approve a replacement loan of $640 million to
pay old lenders and provide the liquidity necessary to get through
Chapter 11.

The new loan will be financed by a group of senior secured lenders,
Law360 relates.

Law360 shares that the Debtor is nearing the maturity date on its
original $300 million debtor-in-possession financing loan.  An
April 26 deadline for DIP repayment is approaching, the report
states.

                     About SunEdison, Inc.

SunEdison, Inc. (OTC PINK: SUNEQ), is a developer and seller of
photovoltaic energy solutions, an owner and operator of clean power
generation assets, and a global leader in the development,
manufacture and sale of silicon wafers to the semiconductor
industry.

On April 21, 2016, SunEdison, Inc., and 25 of its affiliates each
filed a Chapter 11 bankruptcy petition (Bankr. S.D.N.Y. Case Nos.
16-10991 to 16-11017).  Martin H. Truong, the senior vice
president, general counsel and secretary, signed the petitions.
The Debtors disclosed total assets of $20.7 billion and total debt
of $16.1 billion as of Sept. 30, 2015.

The Debtors have hired Skadden, Arps, Slate, Meagher & Flom LLP as
counsel, Togut, Segal & Segal LLP as conflicts counsel, Rothschild
Inc. as investment banker and financial advisor, McKinsey Recovery
& Transformation Services U.S., LLC, as restructuring advisors and
Prime Clerk LLC as claims and noticing agent.  The Debtors employed
PricewaterhouseCoopers LLP as financial advisors; and KPMG LLP as
their auditor and tax consultant.

SunEdison also has tapped Eversheds LLP as its special counsel for
Great Britain and the Middle East. Cohen & Gresser LLP has also
been retained as special counsel.

The Debtors retained Ernst &Young LLP to provide tax-related
services.  Keen-Summit Capital Partners LLC has been hired as real
estate advisor.  Binswanger of Texas, Inc. also has been retained
as real estate agent.

Sullivan & Cromwell LLP serves as counsel to TerraForm Power,
Inc., and TerraForm Global, Inc.

An official committee of unsecured creditors has been appointed in
the case.  The Committee tapped Weil, Gotshal & Manges LLP as its
general bankruptcy counsel and Morrison & Foerster LLP as special
counsel.  Togut, Segal & Segal LLP and Kobre & Kim LLP serve as
conflicts counsel.  Alvarez & Marsal North America, LLC, serves as
the Committee's financial advisors.

Counsel to the administrative agent under the Debtors' prepetition
first lien credit agreement are Richard Levy, Esq., and Brad
Kotler, Esq., at Latham & Watkins.

Counsel to the administrative agent under the postpetition DIP
financing facility are Scott Greissman, Esq., and Elizabeth Feld,
Esq. at White & Case LLP.

Counsel to the Tranche B Lenders (as defined in the DIP credit
agreement) and the steering committee of the second lien creditors
are Arik Preis, Esq., and Naomi Moss, Esq., at Akin Gump Strauss
Hauer & Field, LLP.

Counsel to the administrative agent under the Debtors' prepetition
second lien credit agreement is Daniel S. Brown, Esq., at
Pillsbury Winthrop Shaw Pittman LLP.

The collateral trustee under the Debtors' prepetition second lien
credit agreement and the indenture trustee under each of the
Debtors' outstanding bond issuances, is represented by Marie C.
Pollio, Esq., at Shipman & Goodwin LLP.

Counsel to the ad hoc group of certain holders of the Debtors'
convertible senior notes is White & Case LLP's Tom Lauria, Esq.


SUNEDISON INC: Can't Use Ch 11 to Probe 2014 Pact, Investors Say
----------------------------------------------------------------
Investors D.E. Shaw Composite Holdings LLC and Madison Dearborn
Capital Partners IV LP said that SunEdison Inc. and its clean
energy yieldcos TerraForm Power Inc. and TerraForm Power LLC have
no basis to use the Debtor's Chapter 11 to probe claims that they
violated a 2014 wind energy agreement, Alex Wolf, writing for
Bankruptcy Law360, reports.

The Investors, according to Law360, blasted the yieldcos for
failing to seek discovery in state court.

Law360 relates that the Debtor asked the Bankruptcy Court for a
round of discovery to investigate claims that it and its clean
energy yieldcos owe $231 million under a 2014 wind energy deal,
hoping to clear up any concerns that could affect its plans for
reorganization.  The Debtor's filing sought permission to serve the
Investors with requests to produce documents pertaining to the
investors' claims that the debtors and its yieldcos are responsible
for the remaining amount of the sale of First Wind Holdings LLC.

According to Law360, the Debtor and yieldcos said in a joint motion
that the requested examination is necessary so that the Debtor and
yieldcos can mitigate any concerns that stakeholders may have about
those pending claims.

The Debtor, Law360 relates, said that uncertainty about the nature
or magnitude of these claims could complicate the financing and
implementation of the plan because the plan is premised, in part,
on the value of its retained equity in the yieldcos, which could be
reduced should they have to pay a $231 million judgment.

Law360 says that the unsecured creditors fought back against the
Debtor's $2.5 billion plan to sell its shares in the yieldcos,
saying the deal would leave unsecured creditors with next to
nothing and calling for discovery so that they can fully
investigate it.  The share sale plan will form the core of the
Debtor's overall Chapter 11 restructuring, the report adds.

                     About SunEdison, Inc.

SunEdison, Inc. (OTC PINK: SUNEQ), is a developer and seller of
photovoltaic energy solutions, an owner and operator of clean power
generation assets, and a global leader in the development,
manufacture and sale of silicon wafers to the semiconductor
industry.

On April 21, 2016, SunEdison, Inc., and 25 of its affiliates each
filed a Chapter 11 bankruptcy petition (Bankr. S.D.N.Y. Case Nos.
16-10991 to 16-11017).  Martin H. Truong, the senior vice
president, general counsel and secretary, signed the petitions.
The Debtors disclosed total assets of $20.7 billion and total debt
of $16.1 billion as of Sept. 30, 2015.

The Debtors have hired Skadden, Arps, Slate, Meagher & Flom LLP as
counsel, Togut, Segal & Segal LLP as conflicts counsel, Rothschild
Inc. as investment banker and financial advisor, McKinsey Recovery
& Transformation Services U.S., LLC, as restructuring advisors and
Prime Clerk LLC as claims and noticing agent.  The Debtors employed
PricewaterhouseCoopers LLP as financial advisors; and KPMG LLP as
their auditor and tax consultant.

SunEdison also has tapped Eversheds LLP as its special counsel for
Great Britain and the Middle East. Cohen & Gresser LLP has also
been retained as special counsel.

The Debtors retained Ernst &Young LLP to provide tax-related
services.  Keen-Summit Capital Partners LLC has been hired as real
estate advisor.  Binswanger of Texas, Inc. also has been retained
as real estate agent.

Sullivan & Cromwell LLP serves as counsel to TerraForm Power,
Inc., and TerraForm Global, Inc.

An official committee of unsecured creditors has been appointed in
the case.  The Committee tapped Weil, Gotshal & Manges LLP as its
general bankruptcy counsel and Morrison & Foerster LLP as special
counsel.  Togut, Segal & Segal LLP and Kobre & Kim LLP serve as
conflicts counsel.  Alvarez & Marsal North America, LLC, serves as
the Committee's financial advisors.

Counsel to the administrative agent under the Debtors' prepetition
first lien credit agreement are Richard Levy, Esq., and Brad
Kotler, Esq., at Latham & Watkins.

Counsel to the administrative agent under the postpetition DIP
financing facility are Scott Greissman, Esq., and Elizabeth Feld,
Esq. at White & Case LLP.

Counsel to the Tranche B Lenders (as defined in the DIP credit
agreement) and the steering committee of the second lien creditors
are Arik Preis, Esq., and Naomi Moss, Esq., at Akin Gump Strauss
Hauer & Field, LLP.

Counsel to the administrative agent under the Debtors' prepetition
second lien credit agreement is Daniel S. Brown, Esq., at
Pillsbury Winthrop Shaw Pittman LLP.

The collateral trustee under the Debtors' prepetition second lien
credit agreement and the indenture trustee under each of the
Debtors' outstanding bond issuances, is represented by Marie C.
Pollio, Esq., at Shipman & Goodwin LLP.

Counsel to the ad hoc group of certain holders of the Debtors'
convertible senior notes is White & Case LLP's Tom Lauria, Esq.


SUNEDISON INC: Secured Lenders Fight Fraud Allegations
------------------------------------------------------
Alex Wolf, writing for Bankruptcy Law360, reports that SunEdison
Inc.'s second-lien lenders countered the unsecured creditors'
accusations that the lenders benefited from hundreds of millions of
dollars in fraudulent transfers used to mask the Debtor's
deteriorating finances.  

Law360 relates that financial investment groups that had taken part
in a $725 million financing agreement with the Debtor urged the
Bankruptcy Court to dismiss fraud and other allegations launched
against them by the Debtor's official unsecured creditors
committee.

According to Law360, the Secured Lenders called the Unsecured
Creditors' claims rooted in dismay over the prospect of getting no
return.

Law360 shares that the Secured Lenders are accused of participating
in fraudulent transfers that provided the lenders the benefit of
gaining secured collateral just before the Debtor filed for Chapter
11 in April 2016.  Citing the Committee of Unsecured Creditors,
Law360 states that the transfers allegedly benefited those lenders
at the expense of unsecured creditors, which were left with a
diminished likelihood of recouping from the Debtor when it went
bankrupt.

First-lien lenders are also accused of being involved in fraudulent
transfers, stemming from amendments to a loan facility that
ultimately ballooned to $750 million months before the Debtor filed
for bankruptcy, Law360 reports.

                     About SunEdison, Inc.

SunEdison, Inc. (OTC PINK: SUNEQ), is a developer and seller of
photovoltaic energy solutions, an owner and operator of clean power
generation assets, and a global leader in the development,
manufacture and sale of silicon wafers to the semiconductor
industry.

On April 21, 2016, SunEdison, Inc., and 25 of its affiliates each
filed a Chapter 11 bankruptcy petition (Bankr. S.D.N.Y. Case Nos.
16-10991 to 16-11017).  Martin H. Truong, the senior vice
president, general counsel and secretary, signed the petitions.
The Debtors disclosed total assets of $20.7 billion and total debt
of $16.1 billion as of Sept. 30, 2015.

The Debtors have hired Skadden, Arps, Slate, Meagher & Flom LLP as
counsel, Togut, Segal & Segal LLP as conflicts counsel, Rothschild
Inc. as investment banker and financial advisor, McKinsey Recovery
& Transformation Services U.S., LLC, as restructuring advisors and
Prime Clerk LLC as claims and noticing agent.  The Debtors employed
PricewaterhouseCoopers LLP as financial advisors; and KPMG LLP as
their auditor and tax consultant.

SunEdison also has tapped Eversheds LLP as its special counsel for
Great Britain and the Middle East. Cohen & Gresser LLP has also
been retained as special counsel.

The Debtors retained Ernst &Young LLP to provide tax-related
services.  Keen-Summit Capital Partners LLC has been hired as real
estate advisor.  Binswanger of Texas, Inc. also has been retained
as real estate agent.

Sullivan & Cromwell LLP serves as counsel to TerraForm Power,
Inc., and TerraForm Global, Inc.

An official committee of unsecured creditors has been appointed in
the case.  The Committee tapped Weil, Gotshal & Manges LLP as its
general bankruptcy counsel and Morrison & Foerster LLP as special
counsel.  Togut, Segal & Segal LLP and Kobre & Kim LLP serve as
conflicts counsel.  Alvarez & Marsal North America, LLC, serves as
the Committee's financial advisors.

Counsel to the administrative agent under the Debtors' prepetition
first lien credit agreement are Richard Levy, Esq., and Brad
Kotler, Esq., at Latham & Watkins.

Counsel to the administrative agent under the postpetition DIP
financing facility are Scott Greissman, Esq., and Elizabeth Feld,
Esq. at White & Case LLP.

Counsel to the Tranche B Lenders (as defined in the DIP credit
agreement) and the steering committee of the second lien creditors
are Arik Preis, Esq., and Naomi Moss, Esq., at Akin Gump Strauss
Hauer & Field, LLP.

Counsel to the administrative agent under the Debtors' prepetition
second lien credit agreement is Daniel S. Brown, Esq., at
Pillsbury Winthrop Shaw Pittman LLP.

The collateral trustee under the Debtors' prepetition second lien
credit agreement and the indenture trustee under each of the
Debtors' outstanding bond issuances, is represented by Marie C.
Pollio, Esq., at Shipman & Goodwin LLP.

Counsel to the ad hoc group of certain holders of the Debtors'
convertible senior notes is White & Case LLP's Tom Lauria, Esq.


SUNIVA INC: Case Summary & 30 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Suniva, Inc.
        5765 Peachtree Industrial Boulevard
        Norcross, GA 30092

Case No.: 17-10837

Business Description: Founded in 2007 by Dr. Ajeet Rohatgi, Suniva
                      is a manufacturer of PV solar cells with
                      manufacturing facilities at its
                      metro-Atlanta, Georgia headquarters as well
                      as in Saginaw, Michigan.
                    
                      Web site: http://www.suniva.com

Chapter 11 Petition Date: April 17, 2017

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

Judge: Hon. Kevin Gross

Debtor's
General
Counsel:          KILPATRICK, TOWNSEND & STOCKTON LLP

Debtor's    
Delaware
Counsel:          Stephen R. McNeill, Esq.
                  POTTER ANDERSON & CORROON LLP
                  1313 N. Market Street
                  P.O. Box 651
                  Wilmington, DE 19899
                  Tel: 302-984-6171
                  Fax: 902-658-1192
                  E-mail: bankruptcy@potteranderson.com
   
                    - and -

                  Jeremy William Ryan, Esq.
                  POTTER ANDERSON & CORROON LLP
                  1313 N. Market Street
                  P.O Box 951
                  Wilmington, DE 19801
                  Tel: 302 984-6108
                  Fax: 302 778-6108
                  E-mail: jryan@potteranderson.com

Debtor's
Claims &
Noticing
Agent:            GARDEN CITY GROUP, LLC

Estimated Assets: $10 million to $50 million

Estimated Debts: $100 million to $500 million

The petition was signed by Cheng "Alex" Zhu, president.

Debtor's List of 30 Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Wacker Chemie AG                        Trade          $5,775,000
Hanns-Seidel-Platz 4
Munich, Bavaria 81737 DE
Germany
Anthony Dominikovic
Tel: 517-264-8156
Email: Anthony.Dominikovic@wacker.com

Woongjin Energy Co., Ltd.               Trade          $4,970,352
1316 Kwanpyung-Dong 305-309
Yuseong-Gu, Daejeon KR
Republic of Korea
Hyunchul So
Tel: 82.42.939.8035
Email: bcso@woongjienergy.com

Silfab Solar Inc.                       Trade          $4,141,376
240 Courtneypark Drive East
Mississauga, Ontario L5T 2Y3 CA
Canada
Erica Zhang
Tel: 1-905-255-2501 ext. 743
Email: e.zhang@silfab.ca

Posco Daewoo America Corp.              Trade          $2,737,376
300 Frank W. Burr Blvd. Suite #23
Teaneck, NJ 07666
Brian Kang
Tel: 201-591-8008
Email: bkang@dws.posco-daewoo.com

Sunedison Daewoo America Corp.          Trade,         $1,501,826
300 Frank W. Burr Blvd. Suite #23     Settlement
Teaneck, NJ 07666
Brian King
Tel: 201-591-8008
Email: bkang@dws.posco-daewoo.com

Lerri Solar Technology                   Trade           $899,977
(U.S.) Inc.
2033 Gateway Place, Suite 50
San Jose, CA 95110
Jing Wu
Tel: 86.186.1660.6687
Email: wangjm@long-silicon.com
       wu-jing@longi-silicon.com

Guangzhou Ruxing                         Trade           $766,634
Technology Co., Ltd.
5th Building, Haotai Tech Park, 768
Shenzhen Rd
Science City, Guangzhou
Xianyang, China 510663
David Fan
Tel: 86 20 28069929 or
     011 86 2061301900
Email: david.fan@rutech.com

Veritiv Operating Company                 Trade          $716,138
P.O. Box 409884
Atlanta, GA 30384-9884
Chuck Shakar
Tel: 770-656-1089
Email: chuck.shakar@veritivcorp.com

Heraueus Precious Metals                  Trade          $714,761
North America
Conshobocken LLC
P.O. Box 29240
New York, NY 10087-9240
Paul Noble
Tel: 610-825-6050
Email: paul.noble@heraeus.com

Jiangxi Haoan Energy Technology Co.       Trade          $545,548
Phoenix Industry Zone
Anyi Town, Nanchang City
China
Yan Gao
Tel: 86-791-83389519
Email: gaoyan@hasolar-pv.com
       even@hasolar-pv.com

Centrotherm Photovoltaics AG              Trade         $489,286
Johannes-Schmid-Strasse 8
89143 Blaubeuren Germany
Martin Trankle
Tel: 49 7344 918-9618
Email: Suzanne.Pelletier@centrotherm.de

California State Board of                 Taxes         $431,836
Equalization
P.O. Box 942879
Sacramento, CA 94279
Tel: 1-800-400-7115

Department of Energy                    Government      $428,514
15013 Denver West Parkway                Contract
Golden, CO 80401
Pamela Lavergne
Tel: 720-356-1449
Email: pamela.lavergne@ee.doe.gov

Cniec Shaanxi Corporation                 Trade         $391,360
18 / F, AB Block Tangyan
International Center
No. 3 Tangyan Avenue, Xi'an
Xianyang, China
Tel: 29 6222006 8 Ext. 855

SKC, Inc.                                 Trade         $371,816
P.O. Box 102642
Atlanta, GA 30368
Emmarine Byerson
Tel: 678-342-1000
Email: EByerson@skcfilms.com

Asia Union Electronic                     Trade         $365,828
Chemical Corp.
#31. Chien-Yeh Rd.
831 Ta-Liao Hsian
China
Tel: +886-7-7878485 Ext. 385

Zhejiang Jiafu Glass Co. Ltd.             Trade         $358,996
No. 999 Hongfu Road
Honghe Town, Jiaxing 314001
China
Audy Gao
Tel: 86.573.8333.65111
Email: gaojie@flatgroup.cn

E I Du Pont De Nemours & Co.              Trade         $351,811
Dept AT 952332
P.O. Box 952332
Atlanta, GA 31192-2332
Tel: 919-248-5579

Applied Materials, Inc.                   Trade         $344,556
9700 U.S. Hwy 290 East
Austin, TX 78724
Tel: 408-563-1227

Meyer Burger Global AG                    Trade         $315,480
Schorenstrasse 39
THUN 3645
Switzerland
Tel: 49 3723 671 2941
Email: anett.wandow@meyerburger.com

Federal Prison Industries                 Trade         $255,613
Electronics Business Group
400 1st Street NW
Washington, DC 20534
Tel: 800-827-3168

Georgia Tech Research Corporation      Consulting       $255,000
P.O. Box 100117                         Agreement
Atlanta, GA 30384
Tel: 404-894-7584

Wanxiang Import and Export Co. Ltd.       Trade         $229,685
Email: davidtieliang@wanxiang.com.cn

Asys Group Americas Inc.                  Trade         $215,845

Kinetic Systems Inc.                      Trade         $206,457

Ningbo Gzx Pv Technology Co. Ltd.         Trade         $168,000
Email: william.bu@gzpv.com

Linde Electronics and Specialty           Trade         $167,125
Gases

Geodis USA Inc.                           Trade         $166,526

GP Solar GMBH                             Trade         $152,984
Email: gert.grawunder@gpsolar.com

#404-1, Backhyeon Co. Ltd.                Trade         $133,136
Email: randy@shinsung.co.kr.


TANNER COMPANIES: Has Final OK to Use Cash Collateral Until June 16
-------------------------------------------------------------------
Judge J. Craig Whitley of the U.S. Bankruptcy Court for the Western
District of North Carolina has issued a final order authorizing
Tanner Companies, LLC, to continue using cash collateral through
June 16, 2017.

The Debtor is authorized to use the Cash Collateral to satisfy
obligations or expenses due and payable in the ordinary course of
its business substantially consistent with the Updated Budget.  The
updated 13-week budget covers the week ending March 31, 2017
through week ending June 23, 2017, and reflects total cash out in
the aggregate amount of $6,994,307.

Salem Investment Partners III, Limited Partnership, asserts a
security interest in substantially all of the Debtor's tangible and
intangible assets, including without limitation real estate,
deposit accounts, inventory, accounts receivable, general
intangibles, and the proceeds thereof.

Pursuant to the Final Order, Salem Investment is granted a valid,
attached, choate, continuing, perfected, and enforceable security
interest and replacement liens in post-petition assets acquired
using the cash collateral to the same extent and priority as
existed prepetition, subject only to valid liens existing as of the
Petition Date.

The Debtor is directed to provide Salem Investment and the
Committee with weekly reports showing its expenditures of the cash
collateral during the prior week, along with an updated inventory
roll-forward calculation based on actual sales receipts and
purchases of inventory.

The Court will hold a status hearing on the use of cash collateral
on June 8, 2017 at 9:30 a.m.

A full-text copy of the Final Order, dated April 10, 2017, is
available at
https://is.gd/lvXmKD

                    About Tanner Companies

Tanner Companies, LLC's business generally consists of the design
and direct sales of high-end seasonal women's luxury apparel and
accessories, under the Doncaster label, through
independently-contracted sales stylists.

Tanner Companies filed a Chapter 11 bankruptcy petition (Bankr.
W.D.N.C. Case No. 17-40029) on Jan. 27, 2017.  The petition was
signed by Elaine T. Rudisill, chief restructuring officer.  The
Debtor disclosed total assets of $4.30 million and total
liabilities of $18.12 million.  

The case is assigned to Judge Craig J. Whitley.  

Joseph W. Grier, III, Esq., at Grier Furr & Crisp, PA, is serving
as the Debtor's counsel.  GreerWalker LLP is the accountant, and
Elaine T. Rudisill of The Finley Group, Inc., is the chief
restructuring officer.

The Official Committee of Unsecured Creditors has five members: (1)
Design One, Inc.; (2) INK4, Inc.; (3) William A. Joyner; (4) Laura
Kendall; and (5) Catherine Schepis.

Melanie D. Johnson Raubach, Esq., at Hamilton Stephens Steele +
Martin, PLLC, has been retained as the Committee's attorney.


THRU INC: Dropbox Claim Pegged at $2.29-Mil. for Plan Purposes
--------------------------------------------------------------
Thru, Inc., filed with the U.S. Bankruptcy Court for the Northern
District of Texas a Chapter 11 plan of reorganization providing for
all creditors to be paid from the revenue generated by the Debtor's
business from and after the Effective Date and from the proceeds of
the Exit Facility to be provided by the Debtor's existing
Prepetition Lenders and DIP Lenders.

According to the Plan, Dropbox, Inc.'s claims will be an allowed
claim in the amount of the fee award or other amount, if any, that
is awarded to Dropbox at the conclusion of their patent lawsuit.
As permitted under Rule 3018(a) of the Federal Rules of Bankruptcy
Procedure, the Dropbox Claim will be estimated, but not allowed, in
the amount of $2,297,432.09 for the purpose of voting on the Plan
and evaluating the feasibility of the Plan.

A full-text copy of the Disclosure Statement dated April 6, 2017,
is available at http://bankrupt.com/misc/txnb17-31034-42.pdf

                     About Thru, Inc.

Thru, Inc. -- http://www.thruinc.com/-- provides enterprise file
sharing and collaboration to help organizations exchange large
files and content securely across the globe.  Thru, Inc., has
strategic partnerships with Rackspace, Microsoft, Salesforce,
VMware, IBM, Cleo, Servcorp, Symantec, HCL, and Citrix.  The
company was formerly known as Rumble Group and changed its name to
Thru, Inc. in February 2006.  Thru, Inc. was founded in 2002 and is
based in Irving, Texas with additional offices in San Jose,
California; Sydney, Australia; and London, United Kingdom.

On March 8, 2017, the U.S. District Court for the Northern District
of California entered an order awarding $2.3 million in attorney's
fees in favor of Dropbox, Inc., arising from litigation between the
Debtor and Dropbox that was commenced in 2015.

To preserve the value of its assets and restructure its financial
affairs following entry of that judgment, Thru, Inc., filed a
Chapter 11 petition (Bankr. N.D. Tex. Case No. 17-31034) on March
22, 2017.  The petition was signed by Lee Harrison, CEO.  At the
time of filing, the Debtor had assets and liabilities estimated at
$1 million to $10 million. Judge Stacey G. Jernigan is the case
judge.

Bryan Cave LLP, is serving as bankruptcy counsel to the Debtor,
with Keith Miles Aurzada, Esq., and Michael P. Cooley, Esq.,
leading the engagement.

An official committee of unsecured creditors has not been appointed
in the case, and no trustee or examiner has been requested or
appointed in the case.


TIERPOINT LLC: Fitch Assigns First-Time 'B+' Issuer Default Rating
------------------------------------------------------------------
Fitch Ratings has assigned a 'B+' first-time Long-Term Issuer
Default Rating (IDR) to TierPoint, LLC. The Rating Outlook is
Stable. Fitch has also assigned 'BB/RR2' first-time ratings to the
senior first lien secured revolver and senior first lien secured
term loan, and a 'B-/RR6' to the senior second lien secured term
loan. The $920 million proceeds from the term loans will be used to
repay the company's existing debt.

Fitch's rating actions affect approximately $1.1 billion of total
debt, including the $175 million revolving credit facility.

The ratings and Outlook are supported by Fitch views that the
secular data center growth will provide tailwinds for TierPoint's
revenue growth. With the post-acquisition integration efforts being
mostly completed, Fitch expects margin expansion starting in 2018.
Fitch also expects TierPoint's free cash flow (FCF) will remain
negative through 2018 because of the capital expenditures required
to operate its data center business. Fitch expects gross leverage
to gradually decline as a result of EBITDA growth.

KEY RATING DRIVERS

Secular Demand Drivers Balance Oversupply Risk: Fitch believes data
center traffic growth, combined with an increasingly positive
enterprise sentiment toward hybrid infrastructure deployments, will
favor carrier-neutral data center providers. Even amidst this
favorable backdrop, the fragmented nature of the data center
industry has made it susceptible to pockets of pricing pressure,
often the result of excess capacity from new-builds or sudden
large-customer churn events. While builds are not nearly as
speculative as they were in the past, oversupply will remain a risk
as long as there is a need to commence building months or years
ahead of signing new customers. Fitch believes TierPoint is better
protected against this risk as it primarily serves smaller markets
where competitive intensity is less severe.

Diversified Customer Base: TierPoint strategically targets
secondary markets where competition is lower and focuses on serving
small- to medium-sized enterprises (SMEs) in these markets. This
results in a fragmented customer base where its top 10 customers
make up 12% of total revenues. The fragmented customer base
effectively reduces customer concentration risk and earnings
volatility. TierPoint operates 40 facilities in 20 markets, and
serves approximately 5,000 customers. Fitch views this favorably as
it enhances the predictability of the company's future financial
performance.

High Proportion of Recurring Revenue: Fitch estimates that 98% of
TierPoint's revenue is recurring in nature with typical service
contracts extending for three years, creating a high level of
visibility into future revenue and cash flow streams. Fitch
believes stability of the IT infrastructure is critical for
enterprise customers; switching data center providers creates a
high risk of disrupting the customer's IT infrastructure that could
affect critical business operations. This results in a high
proportion of recurring revenues for data center operators and a
lengthy sales cycle.

Balanced Exposure to Retail Colocation & Managed and Cloud
Services: TierPoint generated 52% of its total revenue from retail
colocation, and the balance from managed and cloud services. Fitch
believes the company is strategically shifting toward managed and
cloud services as it encompasses a larger part of the industry
value chain and attracts a larger set of potential customers. The
increased exposure to a greater part of the value chain is expected
to increase customer stickiness. The shift toward managed and cloud
services would also increase capital efficiency, as it tends to be
less capital intensive; this should lead to stronger FCF margins as
revenue mix shifts toward managed and cloud services.

Potential Debt-Funded M&A: Mergers and acquisitions have played a
critical role in the company's growth over the past seven years,
with approximately $1.4 billion being spent across six acquisitions
over the past four years alone. Fitch expects these transactions to
continue to be funded through an equal blend of both debt and
equity. The company's acquisitive strategy introduces a meaningful
amount of integration risk to its operational profile, and larger
than normal amount of reliance on management's ability to structure
and execute on deals appropriately. Despite these risks, the
company has had a good track record in efficiently integrating its
acquired assets.

High Leverage: TierPoint's strategy of expanding its footprint and
capacity through acquisitions has led to elevated leverage ratios.
Fitch estimates year-end 2016 pro forma leverage to be 6.9x, up
from 5.6x in 2015. Within Fitch's base case, Fitch incorporates its
expectation that management will continue to execute on deals, with
funding through a balanced mix of debt and equity. Fitch forecasts
gross leverage declining below 6.0x by the end of FY 2019, and to
5.0x by the end of FY 2020 as a result of EBITDA growth. Total debt
is expected to continue to rise as the company continues to execute
on acquisitions over the forecast.

Capital Intensity Constrains FCF: TierPoint's total capex has
remained near 30% of revenues over the last two years, contributing
to negative FCF during the period. Fitch expects FCF to remain
negative through 2018 as the company continues to invest in organic
expansions. FCF should gradually turn positive by 2019 as the
growth rate moderates. Building new capacity is capital intensive;
construction can take from a few months to several years, with no
guarantee that breakeven cash flow will be reached on schedule.

KEY ASSUMPTIONS

-- Revenue growing from $350 million in 2016 to $879 million in
    2020, as a result of (i) organic growth near 10%, and (ii)
    $450 million of incremental acquisitions per year at revenue
    multiples of 5.0x in 2018, 2019, and 2020;

-- EBITDA margin expansion to near 40% as a result of operating
    efficiency improvements;

-- Transaction and non-recurring expenses resulting from
    historical and future acquisitions near $10 million over the
    forecast, in line with comparable deals and management's
    expectations going forward;

-- Capital expenditures near 20% of revenue over the forecast,
    reflecting the improving scale efficiency, and inclusive of
    approximately $10 million of integration related expenditures
    in 2018, 2019, and 2020;

-- $200 million of acquisitions in the second half of 2017, and
    $450 million each in 2018, 2019, and 2020. Fitch expects these

    deals to be funded with an equal split between debt and
    equity.

RATING SENSITIVITIES

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

-- Fitch's expectation for leverage to decline to below 5.0x;
-- Expectation for FCF sustaining in positive territory;
-- EBITDA margin expansion starts in FY2018.

Negative Sensitivity: Future developments that may, individually or
collectively, lead to a negative rating action include:

-- Fitch's expectations for leverage to sustain above 6.0x by
    FY2019;
-- Acquisition funded by higher proportion of debt vs. equity,
    and/or delays in deleveraging expectations;
-- Expectation for FCF remaining negative beyond FY2018;
-- EBITDA margins weaker than Fitch's expectations resulting from

    poor operating efficiency.

LIQUIDITY

Liquidity Profile: TierPoint's liquidity profile has been pressured
by its consistently negative FCF, causing the company to fund
deficits with its revolver. Going forward, Fitch expects the
company will have an adequate amount of liquidity as a result of
its $175 million revolver, and positive FCF starting in 2019.

FULL LIST OF RATING ACTIONS

Fitch has assigned the following ratings:

TierPoint, LLC
-- Long-Term IDR at 'B+';
-- Sr. first lien secured revolver due 2022 at 'BB/RR2';
-- Sr. first lien secured term loan due 2024 at 'BB/RR2';
-- Sr. second lien secured term loan due 2025 at 'B-/RR6'.


TIERPOINT LLC: Moody's Affirms B3 CFR & Rates $875MM Sec. Loans B2
------------------------------------------------------------------
Moody's Investors Service has affirmed TierPoint, LLC's B3
corporate family rating ("CFR") and changed its rating outlook to
stable from negative. These actions are the result of a
stabilization of TierPoint's financial and operating profile amidst
integrating its recent acquisitions of Cosentry and Windstream
Hosted Solutions. Moody's has assigned B2 (LGD3) ratings to the
company's proposed $700 million 1st lien term loan due 2024 and
$175 million revolver due 2022 and a Caa2 (LGD5) rating to the
company's proposed $220 million 2nd lien term loan due 2025. The
proceeds from the offering will be used to refinance the company's
existing first lien and second lien credit facilities and pay
related fees and expenses. The stable outlook reflects TierPoint's
improved credit profile, in particular its YE 2016 leverage of 6.9x
(Moody's adjusted, pro forma for M&A).

Assignments:

Issuer: TierPoint, LLC

-- Senior Secured 1st Lien Term Loan, Assigned B2 (LGD3)

-- Senior Secured 1st Lien Revolver, Assigned B2 (LGD3)

-- Senior Secured 2nd Lien Term Loan, Assigned Caa2 (LGD5)

Outlook Actions:

Issuer: TierPoint, LLC

-- Outlook, Changed To Stable From Negative

Affirmations:

Issuer: TierPoint, LLC

-- Probability of Default Rating, Affirmed B3-PD

-- Corporate Family Rating, Affirmed B3

RATINGS RATIONALE

TierPoint's B3 CFR reflects its stable base of contracted recurring
revenues, its position as a high quality colocation provider in the
high-growth sector, its portfolio of advanced managed services and
its track record of successfully integrating acquisitions. These
factors are offset by the company's small scale, high leverage and
historical negative free cash flow resulting from the high capital
intensity associated with growing the business.

Management met and exceeded its target run-rate synergies for its
recent acquisitions which will improve operating performance this
year. Capital intensity remained high at about 30% of revenues for
FYE2016. Moody's expects capital intensity to diminish over the
next two years and Moody's expects the company to generate
meaningful free cash flow in 2018.

TierPoint participates in a rapidly evolving segment of the
telecommunications industry that favors operators with large scale.
Many traditional carriers have reduced their exposure to this
segment due to the intense price competition and uncertain return
on invested capital. TierPoint's M&A strategy will improve scale
and broaden its product portfolio, both of which should lead to a
stronger competitive position over the long term.

The stable outlook reflects Moody's view that TierPoint will
continue growing revenues and that leverage (Moody's adjusted) will
remain below 7x over the next 12 to 18 months.

Moody's could consider a rating upgrade if free cash flow is
positive and leverage were to trend towards 5x (both on a Moody's
adjusted basis).

Downward rating pressure could develop if liquidity becomes
strained, if churn materially increases, or Moody's adjusted
leverage is sustained above 7x.

The principal methodology used in these ratings was Global
Communications Infrastructure Rating Methodology published in June
2011.



TIERPOINT LLC: S&P Assigns 'B+' Rating on Proposed $875MM Loans
---------------------------------------------------------------
S&P Global Ratings assigned its 'B+' issue-level rating and '2'
recovery rating to St. Louis-based data center operator Cequel Data
Centers L.P. subsidiary TierPoint LLC's proposed $175 million
senior secured revolving credit facility maturing in 2022 and $700
million senior secured first-lien term loan maturing in 2024.  The
'2' recovery rating indicates S&P's expectation for substantial
(70%-90%; rounded estimate: 70%) recovery for lenders in the event
of a payment default.  At the same time, S&P assigned a 'CCC+'
issue-level rating and '6' recovery rating to the company's
proposed $220 million senior secured second-lien term loan maturing
in 2025.  The '6' recovery rating indicates S&P's expectation for
negligible (0%-10%; rounded estimate: 0%) recovery for lenders in
the event of a payment default.

S&P expects the company will use the proceeds from the term loans
to pay down its current outstanding revolver balance and refinance
its existing $650 million first-lien term loan maturing in 2021
(approximately $640 million outstanding) and $220 million
second-lien term loan maturing in 2022.  S&P expects the proposed
transaction will lower the company's interest expense and extend
its maturities.  The proposed credit facility will be "covenant
lite."

The 'B' corporate credit rating and stable outlook on Cequel Data
Centers L.P. remain unchanged because S&P expects the transaction
will be leverage neutral.  S&P expects adjusted leverage will
improve to around 7x in 2017, from around 8x in 2016, due to
contributions from recent acquisitions and organic earnings growth.
S&P will withdraw its ratings on the company's current debt when
it is redeemed.

RATINGS LIST

Cequel Data Centers L.P.
Corporate Credit Rating                 B/Stable/--

New Ratings

TierPoint LLC
$175 mil. revolver due 2022
Senior Secured                          B+
  Recovery Rating                        2 (70%)
$700 mil. first-lien term loan due 2024
Senior Secured                          B+
  Recovery Rating                        2 (70%)
$220 mil. second-lien term loan due 2025
Senior Secured                          CCC+
  Recovery Rating                        6 (0%)



TILGHMAN ISLAND INN: Case Summary & Unsecured Creditor
------------------------------------------------------
Debtor: Tilghman Island Inn II, LLC
        P.O. Box 280
        Tilghman, MD 21671

Case No.: 17-15333

Business Description: The Company owns the Tilghman Island Inn,
                      a 20-room inn featuring a gourmet waterfront
                      restaurant, lounge, occasional live
                      entertainment and private docks located at
                      21384 Coopertown Road Tilghman, MD 21671.

Chapter 11 Petition Date: April 17, 2017

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

Judge: Hon. Thomas J. Catliota

Debtor's Counsel: Daniel Alan Staeven, Esq.
                  RUSSACK ASSOCIATES LLC
                  100 Severn Avenue, Suite 101
                  Annapolis, MD 21403
                  Tel: 410-505-4150
                  E-mail: dan@russacklaw.com

Estimated Assets: $500,000 to $1 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Alexander Doty, sole member.

The Debtor listed the QueensTown Bank of Maryland as its unsecured
creditor holding a claim of $975,000.

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

          http://bankrupt.com/misc/mdb17-15333.pdf


TRANSGENOMIC INC: Reports $8 Million Net Loss for 2016
------------------------------------------------------
Transgenomic, Inc., filed with the Securities and Exchange
Commission its annual report on Form 10-K disclosing a net loss
available to common stockholders of $8 million on $1.55 million of
net sales for the year ended Dec. 31, 2016, compared with a net
loss available to common stockholders of $34.27 million on $1.92
million of net sales for the year ended Dec. 31, 2015.

As of Dec. 31, 2016, Transgenomic had $1.25 million in total
assets, $20.61 million in total liabilities, and a total
stockholders' deficit of $19.35 million.

"Our ability to continue as a going concern is dependent upon a
combination of completing our planned merger with Precipio,
generating additional revenue, improving cash collections,
potentially selling underutilized assets and/or product lines
related to discontinued operations and, if needed, raising
necessary financing to meet our obligations and pay our liabilities
arising from normal business operations when they come due.  The
outcome of these matters cannot be predicted with any certainty at
this time and raises substantial doubt that we will be able to
continue as a going concern.  There is no assurance that we will
complete the merger in a timely manner or at all.  The merger
agreement is subject to many closing conditions and termination
rights.  We also cannot be certain that additional financing, if
needed, will be available on acceptable terms, or at all, and our
failure to raise capital when needed could limit our ability to
continue its operations," the Company said in the report.

Marcum LLP, in Hartford, CT, issued a "going concern" qualification
on the consolidated financial statements for the year ended Dec.
31, 2016, stating that the Company has incurred operating losses
and used cash for operating activities for the past several years.
This raises substantial doubt about the Company's ability to
continue as a going concern.

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

                      https://is.gd/1jU0VC

                     About Transgenomic

Transgenomic, Inc. -- http://www.transgenomic.com/-- is a global
biotechnology company advancing personalized medicine in
cardiology, oncology, and inherited diseases through its
proprietary molecular technologies and world-class clinical and
research services.  The Company is a global leader in cardiac
genetic testing with a family of innovative products, including
its C-GAAP test, designed to detect gene mutations which indicate
cardiac disorders, or which can lead to serious adverse events.
Transgenomic has three complementary business divisions:
Transgenomic Clinical Laboratories, which specializes in molecular
diagnostics for cardiology, oncology, neurology, and mitochondrial
disorders; Transgenomic Pharmacogenomic Services, a contract
research laboratory that specializes in supporting all phases of
pre-clinical and clinical trials for oncology drugs in
development; and Transgenomic Diagnostic Tools, which produces
equipment, reagents, and other consumables that empower clinical
and research applications in molecular testing and cytogenetics.
Transgenomic believes there is significant opportunity for
continued growth across all three businesses by leveraging their
synergistic capabilities, technologies, and expertise.  The
Company actively develops and acquires new technology and other
intellectual property that strengthens its leadership in
personalized medicine.


TWH LIMITED: Selling Spring Properties for $2.3M
------------------------------------------------
TWH Limited Partnership asks the U.S. Bankruptcy Court for the
Western District of Texas to authorize the sale of commercial
property and improvements previously used for commercial purposes
which is located at 25807 IH 45, Spring, Texas, to WIGHU, LLC for
$2,250,000; and residential real property and improvements located
at 25810 Oak Ridge Dr., Spring, Texas, to David Dale and Glenn J.
Bricken for $290,000.

The residential property is located directly behind the commercial
property on a contiguous lot.

It is a single asset real estate bankruptcy.  However, TWH is
current on its payments owed to the secured lender holding a
mortgage against the real property, current with the payment of ad
valorem taxes assessed against the real property, and also
maintains the required insurances for the properties.

The persons who own and control TWH and Howard Hu, Inc.
("Landlords") live in and manage the real property from San
Antonio, Texas.  In December 2013, Howard Hu, acting as general
partner of TWH, leased under a written commercial lease agreement
the real property to certain entities known as 25807 TWH Ltd. and
25807 TWH GP, LLC ("Tenants").  The Tenants are not related in any
way to the Debtor, and are owned and/or managed by individuals in
the Houston area.  The written lease agreement between the parties
contained a provision for the Tenants to purchase restaurant
equipment in the premises and an option provision for the Tenants
to purchase the real property and improvements from the Landlords
under certain conditions if the Tenants were not in default under
the lease and exercised the option.  The Tenants were represented
by able counsel in the drafting, negotiation, and execution of the
Lease.  The Tenants never exercised the purchase option, and
defaulted under the lease by failing to pay rent when due.  
The Debtor Landlord terminated the lease and evicted Tenants -
i.e., Landlord commenced an action in JP Court to evict them.
Landlord prevailed; the JP Court ordered the eviction of the
Tenants.  The Tenants appealed, and had a trial de novo with an
evidentiary record in the County Court at Law in Montgomery County.
Tenants lost again.  The County Court at Law signed a judgment
ordering that Landlord is entitled to possession, and signed a writ
of possession in favor of Landlord.  Tenants appealed again, to the
Ninth Court of Appeals in Beaumont, Texas, where they lost again.

After Tenants lost in the County Court at Law, they filed a lawsuit
against the Debtor (the Landlord) on April 26, 2016, in the 284th
Judicial District Court of Montgomery County.  In the Lawsuit, the
Tenants claimed that, despite the plain and unambiguous words of
the written lease, they allegedly purchased and now own the leased
premises even though they never paid for the premises.  The Tenants
assert in the Lawsuit claims for trespass to try title, quieting
title, fraud, fraudulent inducement, breach of contract, breach of
fiduciary duty, conversion, specific performance, and constructive
trust.  The action is currently stayed by the automatic stay in
effect in the case.

On March 7, 2017, The Landlords timely filed a Notice of Removal of
the Lawsuit to the United States District Court for the Southern
District of Texas.  TWH will be filing a motion to transfer the
lawsuit to the Court as the matters pending therein are core
matters in this bankruptcy case.  Further, in its Schedules filed,
TWH listed as an asset of its bankruptcy estate certain claims
against the Tenants related to their breach of the parties' lease
and subsequent attempts to prevent TWH from doing anything with its
real property.

The Debtor has obtained buyers for both properties.  The proposed
sales are in the best interest of TWH's bankruptcy estate
constitute an exercise of reasonable, proper and sound business
judgment.  There is an immediate necessity for both sales to be
closed.  Both properties are unoccupied and in deteriorating
condition.  Further, the Debtor is having to pay more than $130,000
per year in debt service, property taxes, insurance and maintenance
for the properties which could not be sold or rented due to the
Tenants unfounded litigation.

Both the residential and commercial properties were acquired in a
single conveyance to the Debtor in March of 2001.  The Debtor paid
more than $2,000,000 for the properties.  After the lease
transaction with Tenants, the properties have remained vacant since
December, 2013.  Both properties have fallen into a state of
disrepair.  The properties were listed in the Debtor's Schedules
with a value of $2,138,983 for the commercial property and $290,000
for the residential property.  Both valuations were based upon
offers TWH's broker had received at the time the Schedules were
filed.  The Montgomery County Appraisal District values the
commercial property at $2,119,500 and the residential property at
$360,510.  Neither valuation takes into account the deteriorating
condition of the properties.

The properties have been marketed for many months but could not be
sold for the reasons outlined above.  TWH's broker has obtained
offers for both properties that are favorable to the Debtor's
bankruptcy estate. A buyer has offered $2,250,000 for the
commercial property.  TWH has also received an offer for the
residential property in the amount of $290,000.

A copy of the Earnest Money Contract for the Commercial Property
and the Earnest Money Contract for the Residential Property
attached to the Motion is available for free at:

         http://bankrupt.com/misc/TWH_Ltd_23_Sales.pdf

These liens exist against the Property:

          a. Montgomery County Tax Assessor-Collector – Based
upon conversations with its counsel, the entity collects all ad
valorem property taxes assessed against the properties.  The only
taxes that may be due the entity would be pro-rated 2017 ad valorem
taxes due at closing.  TWH proposes that all taxes due and owing to
this entity at the time of closing be paid directly by the title
company closing the sale.

          b. Commerce National Bank ("CNB") is the
Debtor-in-possession's secured lender.  CNB holds a perfected first
lien Deed of Trust against the commercial property, securing a note
in the amount of $743,000.  TWH estimates that the balance due on
the note was $634,996 as of the petition date.  The Debtor proposes
that all sums due and owing to CNB be paid directly by the title
company closing the sale of the commercial property.

          c. The Tenants have taken the remarkable position that
they are the "owners" of the properties.  They did not pay for the
properties.  They have no interest in the properties, and the sales
should therefore go forward pursuant to 11 U.S.C. Section 363(b).

It is not clear at the present time what the exact amount of
proceeds would be from the proposed sales, however a general
estimate would be in excess of $1,600,000 for the commercial
property and $265,000 for the residential property.  It is clear
that the proceeds will be sufficient to pay all creditors holding
allowed claims in the case in full.  TWH therefore asks that all of
the remaining proceeds be paid by the title company closing the
sales into the registry of Court, where the funds would be held
pending further order of the Court and a determination concerning
the disputed claims of the Tenants identified.

In light of the valuations of the respective properties, the
condition of the properties, the applicable real estate market and
other offers, TWH believes that both offers are well within the
reasonable ranges of the prices that could be obtained for the
properties and, in fact, are likely the best that can be obtained
under the circumstances.  TWH's owners, in consultation with their
broker and counsel, believe the sales contemplated herein are
exercises of reasonable, proper and sound business judgment.  The
sales proposed will ensure that the Debtor can successfully
reorganize its debts and pay its creditors in full.  Accordingly,
the Debtor asks the Court to approve the sale of the properties
free and clear of any liens, encumbrances and interests.

The Purchasers can be reached at:

          WIGHU, LLC
          1222 Chippendale Road
          Houston, TX 77018

          David Dale and Glenn J. Bricken
          25810 Oak Ridge Dr.
          Spring, TX

              About TWH Limited Partnership

TWH Limited Partnership, based in San Antonio, TX, filed a Chapter
11 petition (Bankr. W.D. Tex. Case No. 17-50273) on February 5,
2017. The Hon. Craig A. Gargotta presides over the case. H.
Anthony
Hervol, Esq., at the Law Office of H. Anthony Hervol, to serve as
bankruptcy counsel.

In its petition, the Debtor estimated $1 million to $10 million in
assets and $500,000 to $1 million in liabilities. The petition was
signed by Howard Y. Hu, president of Howard Hu, Inc. - general
partner.


TWIN OAKS: Can Use Cash Collateral from Apartment Rents
-------------------------------------------------------
Judge of the U.S. Bankruptcy Court for the Eastern District of
Tennessee authorized Twin Oaks Apartments Ltd, L.P., to use cash
collateral generated by the rents from the apartments.

The Debtor will make all applicable payroll tax deposits on the
next business day after payroll is made.  The Debtor will file all
post-petition payroll or other applicable state and federal tax
returns when due and pay any balance thereon with said return.

The USDA Rural Development is granted a replacement lien under
Sections 361(2) and 363(f)(3) of the Bankruptcy Code to the same
extent, validity, and priority that existed in the pre-petition
property of the bankruptcy estate that secures the indebtedness
owed to the USDA.  This replacement lien is limited only to the
payment of the obligations as approved by the Order.

The debtor will be authorized to use and pay from its cash
collateral, regardless of inclusion within the budget, all fees
incurred in accordance with 28 U.S.C. Section 1930(a)(6) and will
timely pay all such fees.

The budget contemplates monthly expenses in the amount of $18,047.

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

    http://bankrupt.com/misc/tneb3-17-30605_48_Cash_Twin_Oaks.pdf

                   About Twin Oaks Apartments

Twin Oaks Apartments Ltd, L.P., d/b/a Twin Oaks Apartments 1 d/b/a
Twin Oaks Apartments 2 d/b/a Twin Oaks Apartments Limited, filed a
Chapter 11 petition (Bankr. E.D. Tenn. Case No. 17-30605) on March
6, 2017.  The petition was signed by Alfred Landon Moyers, Jr.,
general partner.  At the time of filing, the Debtor estimated
assets and liabilities between $1 million and $10 million.  The
case is assigned to Judge Suzanne H. Bauknight. The Debtor is
represented by Thomas Lynn Tarpy, Esq. at Tarpy, Cox, Fleishman &
Leveille, PLLC.


UPLIFT RX: Wants to Use Zions Cash Collateral
---------------------------------------------
Uplift Rx, LLC, and affiliates, ask the U.S. Bankruptcy Court for
the Southern District of Texas to authorize the use cash collateral
of Zions First National Bank to continue to operate their
business.

Uplift Rx, LLC is a Texas Limited Liability Company formed in June
of 2016.  Uplift Rx operates pharmacy located in Houston, Texas.
Uplift Rx, along with the other Debtors and certain non-debtor
affiliates together make up the Alliance Healthcare family, a group
of privately held companies headquartered in South Jordan, Utah.
The Alliance network consists of twenty pharmacies across the
country, including three pharmacies in Texas.  Collectively, the
Debtors have approximately 782 employees.  Since 2006, the Alliance
Healthcare companies have been working to improve the well-being of
those with chronic health conditions such as diabetes.  They do so
by personalizing and simplifying the process of condition
management, and using its network of pharmacies to connect
individuals to prescriptions, resources, and support to help them
obtain and remain on therapy.

In 2014, the Alliance Healthcare companies obtained financing from
Zions First National Bank to fund their growth and ongoing
operations. The financing consists of a term loan, along with a
revolving line of credit which Alliance regularly pays down and
draws upon in order to operate.

Under the parties' June 24, 2014 Credit Agreement and related loan
documents, Zions has a first-position security interest in
substantially all of the Alliance Companies' income, accounts
receivables, assets and property ("Collateral").

As of the Petition Date, the Debtors owed Zions approximately
$8,992,718 in outstanding principal in connection with obligations
on revolving line of credit and an additional $19,719,689 in
outstanding principal in connection with obligations on a term
note.  All obligations to Zions are secured by a security interest
in first-position security interest in substantially all of the
Debtors' income, accounts receivables, assets and property (among
other things).

As of the Petition Date, the Debtors collectively had approximately
$1,173,756 in cash on hand, approximately $22,442,212 in accounts
receivable, and approximately $3,587,433 in inventory.

The cash collateral the Debtors ask authority to use is comprised
of cash on hand and funds to be received on account of the Debtors'
accounts receivables, both of which are encumbered by Zions' lien
("Cash Collateral").

The Debtors anticipate that they will request the use of
approximately $8,900,174 of Cash Collateral to continue to operate
their businesses for the next three weeks, and, depending on the
month, a greater or less amount will be required for each
comparable period thereafter.  The Debtors will use the Cash
Collateral make payroll, purchase inventory, and pay other ordinary
course expenses to maintain their businesses.

A consolidated budget showing estimated income and expenses for the
Debtors' businesses over the next three weeks.

The 4-week Budget contemplates total expected cash receipts in the
aggregate amount of $11,366,129 and $11,409,352 in total
disbursements for the period beginning April 10, 2017 to May 1,
2017.

As adequate protection for the use of Cash Collateral, the Debtors
propose to grant Zions replacement liens to the same extent,
validity, and priority as prior to the Petition Date.  In addition,
the Debtors will deliver to counsel for Zions weekly reports of the
Debtors' actual receipts and disbursements compared to those set
forth in the Budget ("Reconciliation Reports").  The Reconciliation
Reports will be delivered to counsel for Zions each Friday for the
week ending on the preceding Sunday.  As additional adequate
protection for the use of Cash Collateral, the Debtors propose to
grant Zions an allowed administrative expense claim.

The Debtors respectfully ask that the Court enter an Order granting
the request for an emergency hearing, the request to use Cash
Collateral in accordance with the Budget on an interim basis, and
for all other relief that is appropriate under the circumstances.

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

   http://bankrupt.com/misc/txsb17-32186_8_Cash_Uplift_Rx.pdf

Proposed Counsel for the Debtors:

          Elizabeth A. Green, Esq.
          Jimmy D. Parrish, Esq.
          BAKER & HOSTETLER LLP
          SunTrust Center, Suite 2300
          200 South Orange Avenue
          Orlando, FL 32801-3432
          Telephone: (407) 649-4000
          Facsimile: (407) 841-0168
          E-mail: egreen@bakerlaw.com
                  jparrish@bakerlaw.com

                  - and -

          Jorian L. Rose, Esq.
          BAKER & HOSTETLER LLP
          45 Rockefeller Plaza
          New York, NY
          Telephone: (212) 589-4200
          Facsimile: (212) 589-4201
          E-mail: jrose@bakerlaw.com

                      About Uplift Rx

Uplift Rx, LLC is a Texas Limited Liability Company formed in June
of 2016.  It operates pharmacy located in Houston, Texas.  Uplift
Rx, along with the other Debtors and certain non-debtor affiliates
together make up the Alliance Healthcare family, a group of
privately held companies headquartered in South Jordan, Utah.  The
Alliance network consists of twenty pharmacies across the country,
including three pharmacies in Texas.  Collectively, they have
approximately 782 employees.  Since 2006, the Alliance Healthcare
companies have been working to improve the well-being of those with
chronic health conditions such as diabetes.  They do so by
personalizing and simplifying the process of condition management,
and using its network of pharmacies to connect individuals to
prescriptions, resources, and support to help them obtain and
remain on therapy.

Uplift Rx, LLC (Case No. 17-32186) and its debtor affiliates, each
commenced with the U.S. Bankruptcy Court for the Southern District
of Texas a voluntary case under chapter 11 of title 11 of the
United States Code, 11 U.S.C. Sections 101, et seq. on April 7 and
8, 2017.


V & V SUPERMARKETS: Has Final Nod to Use Cash Collateral
--------------------------------------------------------
Judge Vincent F. Papalia of the U.S. Bankruptcy Court for the
District of New Jersey authorized V. & V. Supermarkets, Inc., doing
business as Foodtown of Lake Hiawatha, to use cash collateral on a
final basis.

The Debtor identifies Mariner's Bank, C&S Wholesale Grocers, Inc.,
and the State of New Jersey as its major secured creditors.

The Debtor is authorized to use the Cash Collateral for the periods
and in accordance with the Cash Collateral Budget for (i)
maintenance and preservation of its assets; (ii) the continued
operation of its business, including but not limited to utility
expenses and insurance costs; (iii) the purchase of replacement
inventory; and (iv) any United States Trustee Fees due under 28
U.S.C. Section 1930.

The 13-week Budget reflects total operating cash disbursements of
approximately $2,524,426 and total non-operating cash use in the
aggregate amount of $161,968 for the period beginning April 6, 2017
through June 29, 2017.

As adequate protection for use of Cash Collateral, the Secured
Creditors are granted:

          a. A replacement perfected security interest under
Section 361(2) of the Bankruptcy Code to the extent the Secured
Creditors' Cash Collateral is used by the Debtor, to the extent and
with the same priority in the Debtor's post-petition collateral,
and proceeds thereof that the Secured Creditors held in the
Debtor's prepetition collateral; and

          b. A superpriority administrative expense claim, pursuant
to Section 507(b) of the Bankruptcy Code, senior to any and all
claims against the Debtor under Section 507(a) of the Bankruptcy
Code, whether in the proceeding or in any superseding proceeding.

The Debtor will not be deemed to be in default for any deviation
from the Cash Collateral Budget provided such deviation is
plus/minus 25% the budgeted disbursements, either on a cumulative
basis or with regard to any specified budgeted line item.

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

  
http://bankrupt.com/misc/njb17-15174_64_Cash_VV_Supermarkets.pdf

               About V. & V. Supermarkets, Inc.

V. & V. Supermarkets, Inc., d/b/a Foodtown of Lake Hiawatha, filed
a Chapter 11 petition (Bankr. D.N.J. Case No. 17-15174) on March
16, 2017.  The Debtor is represented by Richard D. Trenk, Esq.,
Irena M. Goldstein, Esq., and Robert S. Roglieri, Esq. at Trenk,
DiPasquale, Della Fera & Sodono, P.C.  No trustee, examiner, or
creditors' committee have been appointed in the Debtor's case.


VAUGHAN FITNESS: Taps Ballstaedt Law Firm as Attorney
-----------------------------------------------------
Vaughan Fitness seeks approval from the US Bankruptcy Court for the
District of Nevada to employ the Law Office of Seth D. Ballstaedt,
The Ballstaedt Law Firm as attorney for the Debtor.

The professional services to be rendered by the Law Firm are:

     i. to institute, prosecute, or defend any contested matters
arising out of this bankruptcy proceeding in which the Debtor may
be a party;

     ii. to assist in the recovery and liquidation of estate
assets, and to assist in protecting and preserving the same when
necessary;

     iii. to assist in determining the priorities and statuses of
claims and in filing objections thereto when necessary;

      iv. to assist in preparation of a disclosure statement and
Chapter 11 plan of reorganization; and;

       v. to advise the Debtor and perform all other legal services
for the Debtor which may be or become necessary in this bankruptcy
proceeding. Fed. R. Bankr. P. 2014(a); Guidelines Sec. 2.1.1.

The Law Firm and the Debtor have agreed to a retainer amount of
$3,717. The Law Firm received from the Debtor, prior to the
petition date, a retainer in the amount of $2,000; and $1,717.00 of
the amount has been used to pay the court filing fee. The current
hourly rates charged by professional persons at the Firm expected
to render services are $300.00 per hour for attorneys and $150.00
per hour for paralegals.

Seth Ballstaedt, principal of the Law Office of Ballstaedt Law
Firm, discloses that he formerly and currently represents David
Vaughan, who is the 100% shareholder and president of Debtor,
Vaughan Fitness, in an individual chapter 13 bankruptcy, Case No.
16-11074-btb, filed in this district. Representation is ongoing and
Mr. Vaughan does not believe that he has any adverse interests to
the Debtor Vaughan Fitness or vice versa.

Mr. Ballstaedt believes that he can provide competent and diligent
representation to each Debtor. He attests that there are no
connections, other than as stated, between myself or employees of
the Ballstaedt Law firm and the debtor, creditors, other party in
interest, their respective attorneys and accountants, the United
States Trustee, or any person employed in the office of the United
States trustee, per 11 U.S.C. Sec. 101(14).

The Firm can be reached through:

     Seth D. Ballstaedt, Esq.
     BALLSTAEDT LAW FIRM
     9555 S. Eastern Ave, Ste 210
     Las Vegas, NV 89123
     Phone: (702) 715-0000
     Fax: (702) 666-8215
     Email: help@ballstaedtlaw.com

                            About Vaughan Fitness

Headquartered in Las Vegas, Nevada, Vaughan Fitness filed for
Chapter 11 bankruptcy protection (Bankr. D. Nev. Case No. 16-14940)
on Sept. 8, 2016, estimating its assets at up to $50,000 and its
liabilities at betweeen $100,001 and $500,000.  Seth D Ballstaedt,
Esq., at The Ballstaedt Law Firm serves as the Debtor's bankruptcy
counsel.


VENOCO LLC: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Affiliated debtors that filed separate Chapter 11 bankruptcy
petitions:

     Debtor                                       Case No.
     ------                                       --------
     Venoco, LLC                                  17-10828
       dba Venoco, Inc.
     370 17th Street, Suite 3900
     Denver, CO 80202

     TexCal Energy (LP) LLC                       17-10831
     TexCal Energy (GP) LLC                       17-10830
     TexCal Energy South Texas, L.P.              17-10832
     Ellwood Pipeline, Inc.                       17-10833
     Whittier Pipeline Corporation                17-10829

                        Pending Cases

On March 18, 2016, each of the affiliated entities filed a petition
in this Court for relief under Chapter 11 of the Bankruptcy Code.
As of April 17, the following cases are
pending before this Court and jointly administered under Case
Number 16-10655 (KG).

             Venoco, Inc. (16-10655) (KG)
             Denver Parent Corporation (16-10656) (KG)
             TexCal Energy (LP) LLC (16-10657) (KG)
             Whittier Pipeline Corporation (16-10658) (KG)
             TexCal Energy (GP) LLC (16-10659) (KG)
             Ellwood Pipeline, Inc. (16-10660) (KG)
             TexCal Energy South Texas, L.P. (16-10661) (KG)

Business Description: The Debtors are privately-owned, independent

                      energy companies primarily focused on the
                      acquisition, exploration, production and
                      development of oil and gas properties in
                      California.  Venoco owns two offshore
                      drilling units: Platform Gail and Platform  
                      Grace.

Chapter 11 Petition Date: April 17, 2017

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

Judge: Hon. Kevin Gross

Debtors' Counsel: Marcy J. McLaughlin, Esq.
                  Robert J. Dehney, Esq.
                  Andrew R. Remming, Esq.
                  Marcy J. McLaughlin, Esq.
                  MORRIS, NICHOLS, ARSHT & TUNNELL LLP
                  1201 North Market Street, 16th Floor
                  P.O. Box 1347
                  Wilmington, Delaware 19899
                  Tel: (302) 658-9200
                  Fax: (302) 658-3989
                  E-mail: rdehney@mnat.com
                          aremming@mnat.com
                          mmclaughlin@mnat.com

                    - and -

                  Robert G. Burns, Esq.
                  Robin J. Miles, Esq.
                  David M. Riley, Esq.
                  BRACEWELL LLP
                  1251 Avenue of Americas, 49th Floor
                  New York, New York 10020-1104
                  Tel: (212) 508-6100
                  Fax: (212) 508-6101
                  E-mail: Robert.Burns@bracewell.com
                          Robin.Miles@bracewell.com
                          David.Riley@bracewell.com

                   - and -

                  Mark E. Dendinger, Esq.
                  BRACEWELL LLP
                  CityPlace I, 34th Floor
                  185 Asylum Street
                  Hartford, Connecticut 06103
                  Tel: (860) 947-9000
                  Fax: (800) 404-3970
                  E-mail: Mark.Dendinger@bracewell.com

                   - and -

                  Jason B. Hutt, Esq.
                  BRACEWELL LLP
                  2001 M Street, NW
                  Washington, District of Columbia 20036
                  Tel: (202) 828-5850
                  Fax: (202) 857-2114
                  E-mail: Jason.Hutt@bracewell.com

Debtors'
Restructuring
& Turnaround
Advisor:          Bret Fernandes  
                  ZOLFO COOPER LLC
                  Grace Building
                  1114 Avenue of the Americas, 41st Floor
                  New York, NY   10036
                  http://www.zolfocooper.com/
                  Tel: 212.561.4000
                  Fax: 212.213.1749
                  E-mail: bfernandes@zolfocooper.com


Debtors'
Financial
Advisor:          SEAPORT GLOBAL SECURITIES LLC

Debtors'
Notice,
Claims &
Balloting
Agent:            PRIME CLERK LLC

Estimated Assets: $10 million to $50 million

Estimated Debt: $50 million to $100 million

The petitions were signed by Bret Fernandes, chief restructuring
officer.

Debtors' Consolidated List of 20 Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Southern California Gas Company        Trade            $891,846
Patricia Kay Wagner, CEO
555 W Fifth St
Los Angeles, CA 90013
Tel: 800‐427‐2200
Fax: 909‐305‐8261
Email: tkauffman@semprautilities.com

C & C Boats, Inc.                      Trade            $174,725
Email: boatcc@aol.com;
       cc.boats@verizon.net

Allocation Specialists, Ltd.           Trade            $160,386
Email: lfranklin@aslqb.com

Nalco Company                          Trade            $138,160
Email: nes.customerservice.na@nalco.com


Phillips 66 Company                    Trade             $76,512

Pacific Summit Energy LLC              Trade             $75,000

Sodexo Remote Sites Partnership        Trade             $57,242
Email: shondell.boone@sodexo.com

West Coast Welding &                   Trade             $48,183
Construction Inc.
Email: kassandra@westcoastwelding.net

Dow Chemical Company                   Trade             $47,138
Email: brownjr3@dow.com

Southern Counties Oil Co.              Trade             $40,111
A California LP
Email: css@scfuels.com

Deloitte Transactions & Business       Trade             $32,444
Email: mafleming@deloitte.com

Instrument Control Services            Trade             $26,527
Email: cjones@instrumentcontrol.com

P2 Energy Solutions                    Trade             $26,179
Email: p2ar@p2energysolutions.com

Drilling Info Inc.                     Trade             $25,912
Email: info@drillinginfo.com

California Independent                Trade               $22,954
Petroleum Association

Case Company                          Trade               $22,954
Email: case@caseco.com;  
        pete@caseco.com

Merrill Communications LLC            Trade               $19,973

Pipeline Association for Public       Trade               $18,804
Awareness
Email: jeff.farrells@pipelineawareness.info

Strategic Environmental & Energy      Trade               $16,386
Email: receptionist@seer‐corp.com

Marine Project Management Inc.        Trade               $14,720
Email:  admin@mpmi.com


VITARGO GLOBAL: Has Until April 26 to Use Cash Collateral
---------------------------------------------------------
Judge of the U.S. Bankruptcy Court for the Central District of
California authorized Vitargo Global Sciences, Inc., to use cash
collateral on an interim basis to and through April 26, 2017, to
operate its business.

A hearing on the Motion was held on March 31, 2017 at 2:00 p.m.  A
further hearing on the continued use of cash collateral will be
held on April 26, 2017 at 10:00 a.m.

The Debtor is authorized to use the Cash Collateral pursuant to the
Budget.  The Debtor will make expenditures in amounts not to exceed
115% of the aggregate amounts contained in the Budget.  

The Secured Creditors will receive a replacement lien against
post-petition cash accounts, receivables and inventory, and the
proceeds thereof, to the same extent and priority as any duly
perfected and unavoidable liens in cash collateral, and limited to
the amount of any cash collateral of such Secured Creditor as of
the Petition Date, to such extent that any cash collateral of such
Secured Creditor is actually used by the Debtor.  However, the lien
will not reach new assets generated from Services.

Moreover, the Debtor will provide to the Secured Creditors all
interim statements and operating reports required to be submitted
to the Office of the U.S. Trustee, and monthly cash flow reports,
broken down by the expense line items contained in the Budget.

               About Vitargo Global Sciences

Vitargo Global Sciences, Inc., was initially formed as Vitargo
Global Sciences, LLC, in June 2013, a follow-along entity of
GENr8,
Inc., a predecessor business to the Debtor.  Conversion from LLC
to
Inc. took place on September 2015.  The Company's line of business
includes manufacturing dry, condensed, and evaporated dairy
products.

Vitargo Global Sciences, based in Irvine, California, filed a
Chapter 11 petition (Bankr. C.D. Cal. Case No. 17-10988) on March
15, 2017.  The petition was signed by Anthony Almada, chief
executive officer.  In its petition, the Debtor estimated $1
million to $10 million in both assets and liabilities.  Judge
Theodor Albert presides over the case.  

Michael Jay Berger, Esq., at the Law Offices of Michael Jay
Berger,
is serving as the Debtor's bankruptcy counsel.  Damian Moos, Esq.,
at Kang Spanos & Moos LLP, is the litigation counsel.

Vitargo Global Sciences previously filed a Chapter 12 bankruptcy
petition in in Texas Northern Bankruptcy Court on May 5, 1992
(N.D.
Tex. Case No. 92-42174).


WASH MULTIFAMILY: S&P Affirms 'B' CCR; Outlook Stable
-----------------------------------------------------
S&P Global Ratings affirmed its 'B' corporate credit rating on El
Segundo, Calif.-based WASH Multifamily Acquisition Inc.  The
outlook is stable.

At the same time, S&P affirmed its 'B' issue-level rating on the
company's senior secured credit facilities, including a
$60 million revolver due in 2020 and $505 million senior secured
first-lien term loan due in 2022.  The recovery rating is '3',
reflecting S&P's expectations for meaningful (50%-70%, rounded
estimate: 60%) recovery in the event of a payment default.  S&P
also affirmed its 'B-' issue-level rating on the $120 million
senior secured second-lien term loan due in 2023.  The recovery
rating is '5', reflecting S&P's expectations for modest (10%-30%,
rounded estimate: 15%) recovery in the event of a payment default.


Total debt outstanding was about $680 million as of Dec. 31, 2016.


"The rating affirmation reflects our expectation that the company
will continue to grow revenue and profitability through organic
growth and tuck-in acquisitions, generate positive free cash flow,
and reduce leverage to low-6x area by the end of 2017 through
EBITDA growth," said S&P Global Ratings credit analyst Katherine
Heng.

The stable outlook reflects S&P's expectation that the company will
continue to grow revenue and profitability, generate positive free
cash flow, and modestly deleverage to the low-6x area by the end of
2017 through EBITDA growth.  S&P expects that its financial policy
will remain aggressive given its financial sponsor ownership and
acquisition growth strategy.

S&P could lower its ratings within the next 12 months if operating
performance deteriorates because of decreased usage of the
company's coin-operated laundry equipment services, loss of key
customers and routes, or if the company makes additional large,
debt-financed acquisitions that do not add meaningful EBITDA,
resulting in debt to EBITDA around 7.5x or sustained negative free
cash flow.  S&P believes this could also occur if weak
macroeconomic conditions, such as high unemployment or high vacancy
rates in lower-income demographics, resulting in reduced laundry
machine usage across the industry.

While highly unlikely over the next year, S&P could raise its
ratings if debt to EBITDA is sustained below 5x and there is a
demonstrated shift to a less aggressive financial policy, likely
via reduced financial sponsor ownership.  For debt to EBITDA to
fall below 5x, S&P's base-case forecast EBITDA in 2017 would need
to increase by over 20%.



WILDWOOD CREST: Court Denies Use of Cash Collateral
---------------------------------------------------
Judge Mary Jo Heston of the U.S. Bankruptcy Court for the Western
District of Washington issued an order denying Wildwood Crest LLC's
motion for use of Cash Collateral.

A joint objection to the Debtor's motion was filed by secured
lenders:

     (1) ROKAB Investments LLC, as to 340/420 undivided interest;
Alan and Karel Bland as to 25/420 undivided interest; Tim Sawabe,
as to 30/420 undivided interest; Glen Parker as to 15/420 undivided
interest; and Thielsen Capital Management Company, LLC as to
10/420, and

     (2) The Staples Family Living Trust, Robert G. Staples and
Tamara C. Staples, Grantors and Trustees as to a 52% undivided
interest, ROKAB Investments, LLC, as to a 20% undivided interest,
Equity Trust Company, Custodian FBO Bruce A. Nelson IRA as to a 20%
undivided interest and Dean Enell as to an 8% undivided interest.

For the reasons stated by the Court on the record at the hearing
held on April 6, 2017, the Court ordered that the Motion is
denied.

                      About Wildwood Crest

Wildwood Crest LLC sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. W.D. Wash. Case No. 16-44155) on Oct. 5,
2016.  The petition was signed by Laurie Kazimir, member.  The
Debtor is represented by Larry B. Feinstein, Esq. at Vortman &
Feinstein.  At the time of the filing, the Debtor estimated assets
and liabilities between $500,000 and $1 million.


WISE HEALTH: Fitch Affirms BB+ Rating on 2014A Revenue Bonds
------------------------------------------------------------
Fitch Ratings has affirmed the 'BB+' rating on the following bonds
issued by the Decatur Hospital Authority on behalf of Wise Health
System, TX (Wise):

-- $93.7 million revenue bonds, series 2014A.

The Rating Outlook is revised to Positive from Stable.

SECURITY

The bonds are secured by the gross revenues of the Decatur Hospital
Authority's hospital facilities, a fully funded debt service
reserve fund, and a first lien and mortgage on certain property and
land on which the Decatur Hospital Authority's hospital facilities
are located.

KEY RATING DRIVERS

INCREASED PROFITABILITY: The Outlook revision to Positive reflects
improved operating profitability as a result of increasing volumes,
improving payor mix and benefits from supplemental payments. After
strong performance in fiscal 2015, the operating and operating
EBITDA margins were a healthy 7.9% and 14.7%, respectively in
unaudited fiscal 2016. Fitch deducts Wise's nursing facility
revenue and expenses from this calculation for reasons discussed in
the body of the press release. Furthermore, Wise's earnings were
positive without the benefit of supplemental Medicaid funding.

IMPROVED LIQUIDITY BALANCES: The Positive Outlook is also based on
greatly improved liquidity balances, with unrestricted cash and
investments growing to $91.2 million at Dec. 31, 2016, from $33.8
million in fiscal 2012. This amounts to a solid 78.9% of debt,
which is above Fitch's below investment grade median of 50.8% but
less than its 'BBB' median of 90.8%.

DECLINING DEBT POSITION: Wise's debt burden is decreasing with
maximum annual debt service (MADS) of $8.44 million equal to 3.1%
of revenues in fiscal 2016 (unaudited Dec. 31 year-end), down from
5.3% in fiscal 2013. Fitch deducts Wise's nursing facility revenue
from this calculation for reasons discussed in the body of the
press release. Additionally, debt to capitalization dropped to
45.6% in unaudited fiscal 2016, from 62.9% in fiscal 2013.

GOOD MARKET POSITION: Wise's primary service area inpatient market
share was good at approximately 55% in 2015. There is not any other
inpatient providers located in Wise County and no other single
hospital has an inpatient market share greater than 10%. Fitch
views the system's growing volume trends and strong market
presence, bolstered by the opening of the 12-bed Parkway Surgical
and Cardiovascular Hospital in 2014, as a positive credit factor.

RATING SENSITIVITIES

CASH FLOW MAINTENANCE: Fitch expects Wise Health System to continue
its healthy operating performance and improved debt service
coverage despite potential modifications to supplemental payment
programs. Upward rating movement could occur if these trends are
maintained at or around 'BBB' category levels.

LIQUIDITY IMPROVEMENT: Continued growth in liquidity ratios that
are more in line with investment grade metrics could lead to an
upgrade.

CREDIT PROFILE

Wise is a healthcare system headquartered in Decatur, TX and owned
and operated by the Decatur Hospital Authority. The authority is
not a taxing district and the system is not supported by taxes.
Wise operates a 148-bed general acute care hospital which is split
into two campuses, the West Campus and the East Campus, in Decatur
located about 40 miles northwest of downtown Fort Worth. In
addition, Wise operates the 12-bed Parkway Surgical and
Cardiovascular Hospital in the northern section of Fort Worth, TX.
Wise reported $409.8 million in total revenues for the unaudited
fiscal 2016 period (Dec. 31 year-end). Wise's total revenue
includes $139.9 million of skilled nursing revenues from its
affiliation with 13 nursing homes under various lease agreements.

IMPROVED EARNINGS AND CASH FLOW

As a result of increased volumes, benefits from lower average
lengths of stay, a better payor mix, and higher overall
supplemental payments, operating profitability improved in fiscal
2015 and unaudited fiscal 2016. Operating income jumped to $29.9
million (or a 9.1% margin) in fiscal 2015 from $13.9 million in the
prior year. About $10.3 million of the gain in fiscal 2015 was due
to additional supplemental payments from governmental programs. For
unaudited fiscal 2016, operating income amounted to $24.6 million
for a 6% margin and declined mostly due to lower supplemental
payments. Wise's unaudited fiscal 2016 operating EBITDA margin was
below prior year levels at 10.5%, but exceeded Fitch's 'BBB'
category median of 8.7%. The figures cited in this paragraph
include Wise's nursing facility revenue and expenses as reported in
its audited and unaudited financial statements.

As a result of the improved earnings and lower pro forma debt
service, MADS coverage jumped to 5.9x in fiscal 2015 and 5.2x in
unaudited fiscal 2016, from 3.7x in fiscal 2014. Without the
benefit of the $3.3 million of Minimum Payment Amount Program
(MPAP) funds described below, MADS coverage remains very healthy at
4.8x in unaudited fiscal 2016. These MADS coverage levels compare
very well to Fitch's 'BBB' median of 3.0x.

SUPPLEMENTAL PAYMENT PROGRAMS

Wise receives supplemental payments from the Texas Medicaid Waiver
program, which is set to expire on Dec. 31, 2017. Fitch expects the
program will be extended for an interim period while a permanent
solution is negotiated among the state of Texas and the federal
government. Wise received $22.2 million in fiscal 2015, $18.6
million in fiscal 2016 and budgeted to receive $14 million in
fiscal 2017. While Wise has traditionally relied upon these funds
for its operating earnings, the system's performance has been
positive without these monies over the past two fiscal years.
Although Fitch does not expect an elimination of this funding
mechanism, a cutback or adjustment is possible. Wise's continued
ability to operate profitably without these funds would be a
positive credit factor.

Wise also participates in the MPAP, which allows nursing homes to
receive additional Medicaid funds. Wise leases 13 nursing homes
under the program which are being operated by existing operators
through management agreements. By virtue of the lease agreements,
each long-term care provider qualifies as a 'non-state-government
operated nursing facility' and is eligible to receive higher
reimbursement payments. These supplemental payments are shared
among the nursing facilities and Wise through the fee paid to
manage the operations. Wise received $1.1 million of MPAP funds in
2014, $3.9 million in fiscal 2015 and $3.3 million in fiscal 2016.
The MPAP program is scheduled to end on Sept. 30, 2017 and will be
replaced with a new program approved by the state of Texas, the
Quality Incentive Payment Program (QIPP). QIPP will focus on
providing enhanced payments to nursing providers that develop and
implement quality improvement programs. Fitch expects that payments
under QIPP have the potential to be reduced or modified, but it is
not a credit concern since the nursing facility agreements are not
a core hospital function. The unaudited fiscal 2016 operating
margin without accounting for the nursing facility operations is
higher at 7.9%, versus 6% when including the $139.97 million of
nursing facility revenues and $136.69 million of nursing facility
fees.

IMPROVED LIQUIDITY METRICS

As a result of the higher earnings and debt financed capital
projects, Wise's liquidity position has materially improved over
the last few years. Unrestricted cash and investments almost
tripled to $91.2 million at Dec. 31, 2016 from $33.8 million in
fiscal 2012. At unaudited fiscal 2016 year-end, the system's
reported cash and unrestricted investments equated to 140.3 days
cash on hand, above the below investment grade median of 95.7 days,
and a cushion ratio of 10.8x, which is also above with 6.4x below
investment grade median. Wise had above average days in accounts
receivable balances of 84.4 days at the end of unaudited fiscal
2016, which is an opportunity for enhanced cash collections.
Fitch's calculation of days cash on hand eliminates the expenses of
the nursing facilities from the MPAP, as Wise is not liable for
costs beyond the management fees, which are paid from the nursing
facility revenues.

CAPITAL SPENDING

A recently completed project is a 69,000 square foot rehabilitation
and sports medicine facility adjacent to the main Decatur East
Campus. The $15 million cost was partially funded with $10 million
from the series 2014A bond proceeds. Construction commenced last
year and costs increased by about $2 million over projected levels.
Strategic capital projects during fiscal 2017 include an expansion
at Wise's Parkway Surgical and Cardiovascular Hospital and another
new surgical and cardiovascular hospital in Argyle, TX. To moderate
capital costs and align with physicians, the Argyle campus will be
constructed and managed by outside partners. Wise will initiate an
operating lease for the Argyle campus upon its completion in early
2018. Wise also restructured its Parkway facility investment with
external managers and investors. As a result, Wise repaid a $13
million capitalized lease on the Parkway facility and also entered
into an operating lease for the campus.

While Wise has exhibited a fairly aggressive growth strategy,
preliminary capital plans for a possible second tower at its East
Campus are not expected in the medium term. While very preliminary
costs estimates were substantial at $62 million, Fitch has not
factored the plans into its rating or outlook.



[*] Individuals Account for 25%+ of Ch. 11 Filings, ABI Says
------------------------------------------------------------
The results of the "National Study of Individual Chapter 11
Bankruptcies," commissioned by the ABI Endowment Fund, found that
individuals account for more than a quarter of chapter 11
bankruptcy filings, and that this share has grown over time.  The
empirical study examined how and why individuals decide between
chapter 11 and chapter 13 when filing for bankruptcy.

"For individuals, chapter 11 is more expensive and complicated than
the much more common chapter 13 because the applicable rules are a
hybrid of those that apply in chapter 13 and those that apply to
entities in chapter 11," according to Profs. Richard M. Hynes,
principal investigator, Anne Lawton, associate investigator, and
Margaret Howard, reporter for the study.  "Some debtors may be
forced into chapter 11 by chapter 13's debt limits, but many
debtors who are eligible for chapter 13 choose chapter 11."

Individual chapter 11 debtors have much higher incomes,
substantially more assets and much more debt, and they are far more
likely to operate a business, according to the study.  As a result,
they are more likely to have complicated cases and to have
difficulty complying with chapter 13's tight deadlines. "Chapter 11
debtors also have substantial real estate interests (and
substantial mortgage debt that they need to modify), and they may,
therefore, need plans of reorganization that extend beyond five
years," according to the researchers.

The study found that a little more than a third of individuals in
chapter 11 "succeed" by confirming a plan and avoiding dismissal or
conversion for 881 days. The success rates of individual chapter 11
cases are higher when they involve joint filings or significant
real property, and lower in no-asset cases and cases in which the
debtor is represented by an inexperienced attorney or no attorney
at all. The researchers also found that cases are more likely to
succeed in jurisdictions that follow a broad, rather than narrow,
interpretation of the absolute priority rule exception.

The results of the “National Study of Individual Chapter 11
Bankruptcies” were published in the Winter 2017 ABI Law Review
(Volume 25, No. 1). Members of the press interested in obtaining a
copy of the study should contact John Hartgen at 703-894-5935 or
jhartgen@abiworld.org.

ABI is the largest multi-disciplinary, nonpartisan organization
dedicated to research and education on matters related to
insolvency. ABI was founded in 1982 to provide Congress and the
public with unbiased analysis of bankruptcy issues. The ABI
membership includes more than 12,000 attorneys, accountants,
bankers, judges, professors, lenders, turnaround specialists and
other bankruptcy professionals, providing a forum for the exchange
of ideas and information. For additional information on ABI, visit
www.abiworld.org. For additional conference information, visit
http://www.abi.org/calendar-of-events.


[*] Moody's: 6 Illinois Public Universities on Review for Downgrade
-------------------------------------------------------------------
Moody's Investors Service has placed six Illinois public
universities on review for downgrade, impacting a total of
approximately $2.2 billion of public university debt. The review is
prompted by failure of the State of Illinois to enact a budget
providing full operating funding to the universities for the
current fiscal year (FY) 2017 and resulting operational and
liquidity strains on the universities.

The affected universities are:

- University of Illinois (Aa3 for Auxiliary Facilities System
Revenue Bonds and Certificates of Participation, A1 for South
Campus Development Bonds, and A3 for Health Services Facilities
System Revenue Bonds);

- Illinois State University (Baa1 for the Auxiliary Facilities
System Revenue Bonds and Baa2 for the Certificates of
Participation);

- Southern Illinois University (Baa2 for the Housing & Auxiliary
Facilities System Revenue Bonds and Baa3 for the Certificates of
Participation);

- Northern Illinois University (Baa3 for the Auxiliary Facilities
System Revenue Bonds and Ba1 for the Certificates of
Participation);

- Governors State University (Ba1 for the University Facilities
System Revenue Bonds and Ba2 for the Certificates of
Participation); and

- Eastern Illinois University (B1 for the Auxiliary Facilities
System Revenue Bonds and Caa1 for the Certificates of
Participation).

Earlier, Moody's downgraded Northeastern Illinois University's
Certificates of Participation to B1 from Ba2 and placed the rating
on review for downgrade.

The reviews will focus on each university's exposure to continuing
state budget pressure given failure of the state to adopt a budget
for the current fiscal year and the resulting use of each
university's own liquidity to bridge the funding shortfall. This
includes an assessment of projected liquidity and operating
performance for each university for the June 30, 2017 fiscal
year-end. Moody's will reviews contingency plans and other expense
actions initiated to cope with the shortfall in state operating
appropriations. Also included in the reviews are budgeted FY 2018
operations and assumptions. Moody's will also assess each
university's near-term debt service commitments against pledged
revenues and related reserves. The result of the review could
result in differing actions, including some potential multi-notch
rating actions depending on liquidity and ongoing ability to adjust
to the prolonged lack of state operating funding.

METHODOLOGY

The principal methodology used in these ratings was Global Higher
Education published in November 2015. The additional methodology
used in rating the University of Illinois' South Campus Development
Project Bonds was Tax Increment Debt published in June 2015.


[*] Q1 Bankruptcy Filings Down Slighty from 2016, ABI Says
----------------------------------------------------------
Total U.S. bankruptcy filings fell slightly in the first calendar
quarter (Jan. 1-March 31) of 2017 from the same period in 2016,
according to data provided by Epiq Systems, Inc.

Bankruptcy filings totaled 195,199 in the first quarter of 2017,
down just 0.23 percent from the 195,647 filings registered in the
first calendar quarter of 2016. The 185,868 total noncommercial
filings recorded in the first calendar quarter of 2017 represented
a 0.27 percent decrease from the 2016 total of 186,376. Total
commercial filings for the first three months of 2017 were 9,331,
representing a 1 percent increase from the 9,271 filings during the
same period in 2016. Total commercial chapter 11 filings
represented the largest change, as the 1,270 during the first three
months of 2017 represented an 11 percent drop from the 1,428
filings reported last year.

"Filing decreases are beginning to level off as more struggling
businesses and households turn to the financial relief of
bankruptcy," said ABI Executive Director Samuel J. Gerdano.
"Distress in the retail sector is pushing up the total number of
business filings, and we are also seeing an uptick in consumer
filings from previous months."

In March, ABI announced the Commission on Consumer Bankruptcy to
examine the consumer bankruptcy system and issue a report with
recommended improvements that can be implemented within the
existing legal structure. The 15-member expert panel aims to
modernize the consumer bankruptcy system with practical and
cost-effective recommendations, building on the framework
established by the Bankruptcy Code of 1978 and Bankruptcy Abuse
Prevention and Consumer Protection Act of 2005.

For the month of March 2017, the 81,590 total recorded filings
represented an increase of 4 percent from the 78,372 filings
registered in March 2016. The 77,932 total noncommercial filings in
March 2017 also represented a 4 percent increase over the March
2016 total of 74,988. Total commercial filings in March 2017
increased 8 percent to 3,658 over the 3,384 filings recorded in
March 2016. Commercial chapter 11 filings increased 4 percent to
3,547 in March 2017 over the 3,407 filings the previous year.

The average nationwide per capita bankruptcy filing rate for the
first three months of 2017 increased to 2.51 (total filings per
1,000 per population) from the 2.19 filing rate of the first two
months of the year. States with the highest per capita filing rate
(total filings per 1,000 population) for the first quarter of 2017
were:

     1. Alabama (5.92)
     2. Tennessee (5.74)
     3. Georgia (4.83)
     4. Mississippi (4.24)
     5. Illinois (4.18)

ABI has partnered with Epiq Systems, Inc. in order to provide the
most current bankruptcy filing data for analysts, researchers and
members of the news media. Epiq Systems is a leading provider of
managed technology for the global legal profession.

For further information about the statistics or additional
requests, please contact ABI Public Affairs Manager John Hartgen at
703-894-5935 or jhartgen@abiworld.org.

ABI is the largest multi-disciplinary, nonpartisan organization
dedicated to research and education on matters related to
insolvency. ABI was founded in 1982 to provide Congress and the
public with unbiased analysis of bankruptcy issues. The ABI
membership includes more than 12,000 attorneys, accountants,
bankers, judges, professors, lenders, turnaround specialists and
other bankruptcy professionals, providing a forum for the exchange
of ideas and information. For additional information on ABI, visit
www.abi.org. For additional conference information, visit
http://www.abi.org/calendar-of-events.

Epiq Systems is a leading provider of managed technology for the
global legal profession.  Epiq Systems offers innovative technology
solutions for electronic discovery, document review, legal
notification, claims administration and controlled disbursement of
funds.  Epiq System’s clients include leading law firms,
corporate legal departments, bankruptcy trustees, government
agencies, mortgage processors, financial institutions, and other
professional advisors who require innovative technology, responsive
service and deep subject-matter expertise. For more information on
Epiq Systems, Inc., please visit http://www.epiqsystems.com.


                            *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

TCR subscribers have free access to our on-line news archive.
Point your Web browser to http://TCRresources.bankrupt.com/and use
the e-mail address to which your TCR is delivered to login.

                            *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.  
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog,
Meriam Fernandez, Joel Anthony G. Lopez, Cecil R. Villacampa,
Sheryl Joy P. Olano, Psyche A. Castillon, Ivy B. Magdadaro, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman,
Editors.

Copyright 2017.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $975 for 6 months delivered via
e-mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Peter A.
Chapman at 215-945-7000 or Nina Novak at 202-362-8552.

                   *** End of Transmission ***