TCR_Public/170428.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Friday, April 28, 2017, Vol. 21, No. 117

                            Headlines

06-004 MADERA: Case Summary & Unsecured Creditor
06-009 RANCO: Case Summary & 2 Unsecured Creditors
1776 AMERICAN: Intends to File Plan of Reorganization By August 25
7 BAY CORP: UB Properties to Auction Property on May 12
ACCURIDE CORP: KIC Acquisition No Impact on Moody's B3 CFR

ACRISURE LLC: Moody's Affirms B3 CFR & Revises Outlook to Negative
AEMETIS INC: Stockholders Elect Two Directors
AKORN INC: Moody's Puts B1 CFR Under Review for Upgrade
ALLIED CONSOLIDATED: Michael Ramun to be Paid in Full Under Plan
ALPHATEC HOLDINGS: Has Resale Prospectus of 19.3M Common Shares

ARCONIC INC: Posts $3.2 Billion Revenue for First Quarter
ASHLAND LLC: Moody's Lowers CFR to Ba2; Outlook Stable
ATOPTECH INC: Avatar to Lend $6M Upon Sale to New Stalking Horse
AURORA DIAGNOSTICS: Commences Private Exchange Offer
AURORA DIAGNOSTICS: Inks 7th Amendment to Cerberus Financing Pact

AVAYA INC: Mentor Graphics Objects to Networking Biz Sale Motion
AWAS AVIATION: Moody's Reviews Rating With Direction Uncertain
AZURE MIDSTREAM: Amends Plan, Disclosures Hearing Moved to May 1
AZURE MIDSTREAM: Wampanoag Capital Objects to Disclosure Statement
B&B REAL ESTATE: Unsecured Claims to Get Full Payment Under Plan

BCBG MAX: Can Escape $7M Golden Parachute Pay to Founder's Wife
BETTER PLACE: Former Directors Ask Court to Junk Liquidators' Suit
BROOKLYN INTERIORS: Unsecured Creditors to Get 15% in 3 Years
CAESARS ENTERTAINMENT: Moody's Hikes Corporate Family Rating to B2
CATASYS INC: Amends 1.78 Million Shares Prospectus with SEC

CATASYS INC: Effects a 1-for-6 Reverse Stock Split
CHICO HEALTH: Exit Plan to Pay Claims Through Woolley Settlement
CHINA FISHERY: CFG Peru Gets Green Light to Sell Non-Debtor Assets
CIBER INC: Seeks Court Approval of KERP & KEIP
CLAYTON WILLIAMS: Completes Merger with Noble Energy

CLUB MOTHERSHIP: Taps Debbie Filipovitch of Amorcil as Bookkeeper
COMSTOCK RESOURCES: Will Offer $750 Million Worth of Securities
COOPER-STANDARD: Proposed Loan Amendment No Impact on Moody's CFR
COPIA PARTNERS: Case Summary & 17 Largest Unsecured Creditors
COSHOCTON MEMORIAL: Files Chapter 11 Plan of Liquidation

COSI INC: Court Confirms First Amended Chapter 11 Plan
COSI INC: Wants Shareholders' Over $2.3M Claims Disallowed
CSI COMPRESSCO: Moody's Cuts CFR to B3; Outlook Stable
CT TECHNOLOGIES: S&P Affirms 'B' CCR & Revises Outlook to Negative
CTI BIOPHARMA: Expands License Agreement with Servier for PIXUVRI

DIGICEL GROUP: Moody's Affirms B2 CFR; Outlook Remains Stable
DIGICERT HOLDINGS: Moody's Affirms B3 Corporate Family Rating
DOMINION PAVING: Taps Motleys Asset as Broker and Auctioneer
DOW RUMMEL: Fitch Assigns 'BB' Rating to Series 2017 Revenue Bonds
DOWN HOUSE: Taps Debbie Filipovitch of Amorcil as Bookkeeper

EMBLEM HEALTH: A.M. Best Lowers Financial Strength Rating to C++
EMPRESAS PLAYA: Unsecureds May Recover 2% Under Plan
ENRIZON WORLDWIDE: Unsecureds to be Paid in Full Plus Interest
ENVIRO BUILDERS: Case Summary & 6 Unsecured Creditors
ESSAR STEEL: Great Lakes Asks Court to OK $33M Proof of Claim

EVEREST MERGER: Moody's Assigns B3 CFR; Outlook Stable
EXCELITAS TECHNOLOGIES: Moody's Affirms Caa1 Corp. Family Rating
FAMILY AUTO: Disclosures Get Final OK; Plan Confirmed
FARMACIA BRISAS: Unsecured Creditors to Be Paid 15% in 5 Years
FELCOR LODGING: Moody's Affirms B2 Sr. Rating Following Merger

FINJAN HOLDINGS: Wins $4.9M License Pact with European Company
FTE NETWORKS: Acquires Benchmark Builders for $75 Million
GENERAL MOTORS: Supreme Court Refuses Review of 2nd Cir. Ruling
GIGA-TRONICS INC: Will Have Three Months to Comply with NASDAQ
GLOBAL COMMODITY: Hearing on Plan Outline Approval Set for June 21

GLOBAL EAGLE: Moody's Cuts CFR to B2 & Alters Outlook to Negative
GRIFFON CORP: S&P Affirms 'BB-' CCR & Revises Outlook to Negative
GV HOSPITAL: To Hire Nelson Law as Ordinary Course Professional
HALT MEDICAL: Taps Canaccord Genuity as Investment Banker
HBC HOLDINGS: Moody's Revises Outlook to Stable & Affirms Caa2 CFR

HELLBENDER BREWING: Plan to Be Funded by Equity Infusion, Cash
HOTEL PARK: Opposes Approval of Burke and Herbert Plan
IASIS HEALTHCARE: Moody's Assigns Ba3 Rating to Proposed Term Loan
INDIANA FINANCE: Fitch Lowers Private Activity Bonds Rating to B-
INTERNATIONAL BRIDGE: Can Use Cash Collateral Until April 30

IRACORE INT'L: Moody's Appends LD Designation to Ca-PD PDR
J. CREW GROUP: Chief Financial Officer Will Assume Additional Roles
KAARS INC: Gets Court Approval of Plan to Exit Bankruptcy
KEYSTONE ACQUISITION: Moody's Assigns B3 CFR on Leveraged Buyout
LEONARD COHEN: Windsor to Auction Insurance Policy on May 11

LIFE PARTNERS: Jury Verdict Against CEO & Lawyer Partly Reinstated
LUVU BRANDS: Has Sold $100M Liberator Products Since Inception
MARRONE BIO: Prices Offering of 5.7 Million Common Shares
MARTHA G. GARCIA: Windsor to Auction Insurance Policy on May 11
MCGAHAN FAMILY: Richard Hamilton Objects to Disclosures & Plan

MEDICAL OFFICE: Unsecureds to Get $2,447 per Month for 30 Years
MONAKER GROUP: Adopts Charters of Board Committees
MONAKER GROUP: Issues CFO 100,000 Restricted Shares
MOTORS LIQUIDATION: GUC Trust Reallocates $10M to Satisfy Expenses
NEUROLOGICAL SURGERY: Taps De Leo Law Firm as Legal Counsel

NEW CAL-NEVA LODGE: Creditors, Trusts Oppose Debtor Plan
NEW CAL-NEVA LODGE: Opposes Approval of Busick Plan Outline
NEW CAL-NEVA LODGE: Opposes Approval of Ladera Plan Outline
NEW COVENANT: U.S. Trustee Unable to Appoint Committee
NORTH BEACHES: Plan Confirmation Hearing on May 31

NOVATION COMPANIES: UST Objects to "Opt-Out" Clause Under Plan
NOVATION COMPANIES: UST Opposes Immunity Provisions Under Plan
NUSTAR ENERGY: Fitch Assigns B+ Rating to Proposed Preferreds
PACIFIC 9: Asks Court to Move Plan Exclusivity Period to August 22
PAPERWORKS INDUSTRIES: S&P Affirms 'B-' CCR; Outlook Negative

PARAGON OFFSHORE: de Groot & Hammersley Disclose Equity Stake
PARAGON OFFSHORE: Unsecureds May Get 28% Under Latest Plan
PASSAGE MIDLAND: Margaret Barajas Named PCO for 2 Units
PAWN AMERICA: U.S. Trustee Forms 4-Member Committee
PENICK PRODUCE: Case Summary & 20 Largest Unsecured Creditors

PORT CITY CLEANERS: Hires Galloway Wettermark as Attorney
PROGRESSIVE ACUTE: Unsecureds to Get Paid from Trust Assets
QUORUM HEALTH: Moody's Confirms B3 CFR; Outlook Negative
RACEWAY MARKET: Hearing on Disclosures Approval Set for May 25
RANCHO PALOMITA: Unsecureds to Get $99 Per Month Under Latest Plan

RFI MANAGEMENT: Allowed to Use Cash Collateral on Interim Basis
ROCK ISLAND REALTY: Hearing on Disclosures OK Set for June 29
ROCK ISLAND: 100% Recovery for Unsecureds Under Amended Plan
ROOT9B HOLDINGS: Incurs $30.5 Million Net Loss for 2016
RUBY TUESDAY: Concept President Brett Patterson Quits

RUPARI HOLDING: Seeks to Hire DLA Piper as Legal Counsel
RWK ELECTRIC: Hires Rider Levett's Jozwick as Consultant
SANDERS NURSERY: Has Until June 7 to Obtain Plan Votes
TIAT CORPORATION: Files Corrected 3rd Amended Disclosure Statement
UNIQUE INSURANCE: A.M. Best Affirms C++ Financial Strength Rating

UNIQUE PHYSIQUE: Unsecureds to Get 100% Payment Under Plan
UNITED CORP INT'L: Unsecureds to be Paid $341K, Plan Budget Shows
VANGUARD NATURAL: Ad Hoc Equity Panel Questions Debtors' Valuation
VIA NIZA: Unsecured Creditors to Get Nothing Under Exit Plan
VIRTU FINANCIAL: Fitch Affirms BB- IDR on KCG Holdings Acquisition

WAGLE LLC: Lynn McLaughlin Opposes Approval of Plan Outline
WHISKEY ONE: Chapter 11 Examiner Hires CBRE as Broker
WIA MARKETING: Seeks to Hire KG Law APC as Legal Counsel
WOODHAVEN TOWNHOUSE: Gets Approval of Plan to Exit Bankruptcy
WORLD OF WOOD: Unsecureds to Recover 80% Under Plan

YELLOW CAB: Trustee Taps Kidder Mathews as Broker
[*] Fitch: Farmer Balance Sheets Weaken, Lenders to Weather Storm
[*] Fitch: U.S. Leveraged Loan Default Rate Hit 2% at End-March
[*] Prelim. 2016 Results Show 1st Underwriting Loss, AM Best Says
[^] BOOK REVIEW: Lost Prophets -- An Insider's History


                            *********

06-004 MADERA: Case Summary & Unsecured Creditor
------------------------------------------------
Debtor: 06-004 Madera Business Trust
        6767 W. Tropicana Ave. Ste. 206
        Las Vegas, NV 89103

Case No.: 17-12102

Business Description: The Debtor is a single asset real estate (as
                      defined in 11 U.S.C. Section 101(51B)).  It
                      owns a fee simple interest in 267 acres of
                      land APN: 049-083-004, 049-083-007 and
                      049-083-008 valued at $3.75 million.

Chapter 11 Petition Date: April 26, 2017

Court: United States Bankruptcy Court
       District of Nevada (Las Vegas)

Judge: Hon. Laurel E. Davis

Debtor's Counsel: Timothy P. Thomas, Esq.
                  LAW OFFICES OF TIMOTHY P. THOMAS, LLC
                  1771 E. Flamingo Rd, Ste B-212
                  Las Vegas, NV 89119
                  Tel: (702) 227-0011
                  Fax: (702) 227-0334
                  E-mail: tthomas@tthomaslaw.com

Total Assets: $4.08 million

Total Liabilities: $2.13 million

The petition was signed by Peter Becker, manager of trustee.

The list of top 20 unsecured claims has a single entry: the County
of Madera Office of Treasurer, holding a claim of $2.13 million.

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

          http://bankrupt.com/misc/nvb17-12102.pdf

Pending bankruptcy cases of affiliates:

                                           Petition     Case
  Debtor                     District        Date      Number
  ------                     --------      --------   --------
05-020 Vacaville II         
   Business Trust            D. Nev.       5/27/16    16-12928

06-007 Biggs Business Trust  D. Nev.       7/08/14    14-14027

06-019 Vacaville III        
  Business Trust             D. Nev.       5/27/16    16-12929

07-002 Redding               
  Business Trust             D. Nev.       2/15/13    13-11151


06-009 RANCO: Case Summary & 2 Unsecured Creditors
--------------------------------------------------
Debtor: 06-009 Rancho Coachella Business Trust
        6767 W. Tropicana Ave. Ste. 206
        Las Vegas, NV 89103

Case No.: 17-12101

Business Description: The Debtor is a single asset real estate (as
                      defined in 11 U.S.C. Section 101(51B)).  It
                      owns a fee simple interest in a property
                      known as APN: 763-360-0131 80 Acres,
                      Coachella, CA 92236 with a valuation of
                      $2.21 million.  The Company previously
                      sought bankruptcy protection on April 22,
                      2013 (Bankr. D. Nev. Case No. 13-13423).

Chapter 11 Petition Date: April 26, 2017

Court: United States Bankruptcy Court
       District of Nevada (Las Vegas)

Judge: Hon. Mike K. Nakagawa

Debtor's Counsel: Timothy P. Thomas, Esq.
                  LAW OFFICES OF TIMOTHY P. THOMAS, LLC
                  1771 E. Flamingo Rd, Ste B-212
                  Las Vegas, NV 89119
                  Tel: (702) 227-0011
                  Fax: (702) 227-0334
                  Email: tthomas@tthomaslaw.com

Total Assets: $2.49 million

Total Liabilities: $1.55 million

The petition was signed by Peter Becker, manager of trustee.

A list of the Debtor's two largest unsecured creditors is available
for free at http://bankrupt.com/misc/nvb17-12101.pdf

Pending bankruptcy cases of affiliates:

                                           Petition     Case
  Debtor                     District        Date      Number
  ------                     --------      --------   --------
05-020 Vacaville II          D. Nev.       5/27/16    16-12928
Business Trust

06-007 Biggs Business Trust  D. Nev.       7/08/14    14-14027

06-019 Vacaville III         D. Nev.       5/27/16    16-12929
Business Trust

07-002 Redding               D. Nev.       2/15/13    13-11151
Business Trust


1776 AMERICAN: Intends to File Plan of Reorganization By August 25
------------------------------------------------------------------
1776 American Properties IV LLC and its affiliated Debtors request
the U.S. Bankruptcy Court for the Southern District of Texas to
extend the exclusive period within which the Debtors may file a
plan of reorganization until August 25, 2017 and to confirm a plan
through October 24, 2017.

The Debtors claim that they have filed their Motion to Estimate the
Claim of Blavesco Limited and Heather Carlile.  The Debtors assert
that the claims alleged by Blavesco and Carlile are highly
disputed, and allowance of those claims could impact any plan filed
by the Debtors. The Debtors believe the claims have little if any
merit and were simply filed in an attempt to leverage a large
settlement from Jeff Fisher based upon a shareholder dispute
between Fisher and Heather Carlile related to the management of
Blavesco Limited.

Absent the requested extension, the current deadline for the
Debtors to file their Chapter 11 Plan and Disclosure Statement
would expire on May 27, 2017, and the exclusive period to confirm a
plan would expire on July 26. However, the Debtors are requesting
that trial on the Estimation Motion be scheduled for June 2017.

Thus, the Debtors contend that their exclusivity period to file a
plan will expire prior to resolution of the Estimation Motion. The
Debtors maintain that the terms of any plan of reorganization filed
by the Debtors will be dependent on resolution of the Estimation
Motion, and termination of exclusivity could result in competing
plans, undue expense, and no corresponding benefit to the unsecured
creditors.

              About 1776 American Properties IV, LLC

1776 American Properties IV LLC and its 12 affiliates sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.
Tex. Lead Case No. 17-30422) on Jan. 27, 2017.  The petition was
signed by Jeff Fisher, director.  The case is assigned to Judge
Karen K. Brown.  Josh T. Judd, Esq., at Andrews Myers PC serves as
the Debtor's bankruptcy counsel.

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

To date, no trustee or examiner has been appointed in these
bankruptcy cases and no official committee of unsecured creditors
has been established.


7 BAY CORP: UB Properties to Auction Property on May 12
-------------------------------------------------------
UB Properties, LLC, as mortgagee, will conduct a foreclosure sale
of real property owned by 7 Bay Corp. on 1:00 p.m., on May 12,
2017, at the premises.

The property, together with the land and all buildings, is known as
and numbered 7 Bay Street, Hull, Plymouth County, Massachusetts.
The property contains 84/100 of one acre.  The premises are now
known as The Estuary Condominium, a condominium established by
Master Deed dated April 22, 2015.

UB Properties is the present holder of the Mortgage.  UB Properties
reserves the right to sell the Premises in whole or in part.

Terms of sale: A deposit of $25,000 by certified or bank check will
be required to be paid by the purchaser at the time and place of
sale and an additional deposit will be required to be paid by the
purchaser within five business days from the date of the sale,
which additional deposit shall aggregate, with the initial deposit
made by the purchaser, 10% of the successful bid.  The balance is
to be paid by certified or bank check at Bowditch and Dewey, LLP,
311 Main Street, Worcester, Massachusetts 01608 within 30 days from
the date of sale.  The successful bidder shall be required to sign
a Memorandum of Sale containing the above terms (and any additional
terms) at the time and place of sale.

Other terms, if any, to be announced at the sale.

Counsel to UB Properties:

     Richard A. Sheils, Jr., Esq.
     Bowditch and Dewey, LLP
     311 Main Street
     P.O. Box 15156
     Worcester, MA 01615-0156

                      About 7 Bay Corp

7 Bay Corp, based in Hull, Massachusetts, owns the remaining
development rights for nine units in a fully permitted waterfront
condominium parcel of real property located on 7 Bay Street in
Hull, Massachusetts.  7 Bay Corp filed a Chapter 11 petition
(Bankr. D. Mass. Case No. 15-14885) on Dec. 17, 2015.  The
petition was signed by Steven Buckley, president.  Judge Frank J.
Bailey presides over the case.  John M. McAuliffe, Esq., at
McAuliffe & Associates, P.C., serves as the Debtor's counsel.  At
the time of the filing, 7 Bay estimated $1 million to $10 million
in both assets and liabilities.

                          *     *     *

As reported by the Troubled Company Reporter on March 7, 2017, the
Hon. Frank J. Bailey of the U.S. Bankruptcy Court for the District
of Massachusetts approved 7 Bay Corp.'s second amended disclosure
statement, as modified on Feb. 24, 2017, in support of the Debtor's
second amended plan of liquidation, as modified on Feb. 24, 2017.
The hearing to consider the confirmation of the Plan was set for
April 27, 2017, at 11:45 a.m., Eastern Standard Time.


ACCURIDE CORP: KIC Acquisition No Impact on Moody's B3 CFR
----------------------------------------------------------
Moody's Investors Service says that Accuride Corporation's
acquisition of Washington state-based KIC LLC is credit positive
because of the strategic benefits it provides including: increased
scale, improved diversification and a potential for a lower cost
structure through purchasing capabilities in China. However, the
transaction will largely be financed with debt which Moody's views
as a sign of the aggressive financial policy under its financial
sponsor owner, Crestview Partners. There is no current impact on
the company's ratings, including Accuride's B3 Corporate Family
Rating (CFR), B3-PD Probability of Default Rating (PDR), B3 senior
secured first lien term loan rating or its stable rating outlook
because debt-to-EBITDA leverage is still high but remains within
the range expected for the B3 CFR and liquidity is only adequate.

Moody's maintains the following ratings on Accuride:

Corporate Family Rating, B3

Probability of Default Rating, B3-PD

$275 Million (Including $50 Million Add-On) Senior Secured
First Lien Term Loan B due 2023, B3 (LGD4)

Outlook, Stable

Accuride Corporation ("Accuride"), headquartered in Evansville,
Indiana, is a North American and European manufacturer and supplier
of commercial vehicle components including wheels and wheel-end
components. In April 2017, Accuride announced the acquisition of
KIC. Pro-forma for the acquisition, revenue for FYE December 2016
was approximately $650 million. Crestview Partners is Accuride's
majority owner.


ACRISURE LLC: Moody's Affirms B3 CFR & Revises Outlook to Negative
------------------------------------------------------------------
Moody's Investors Service has affirmed the B3 corporate family
rating and B3-PD probability of default rating of Acrisure, LLC
following the company's announcement of plans to increase its
credit facilities. The company will increase its first-lien term
loan by $450 million (rated B2), and will issue a new $175 million
delayed draw second-lien term loan (rated Caa2). Based on
Acrisure's continuing high volume of acquisitions, rapid rise in
debt and high use of cash to cover contingent earnout payments,
Moody's changed the rating outlook to negative from stable.

RATINGS RATIONALE

Acrisure's ratings reflect its growing market presence in US
insurance brokerage, its good mix of business across property &
casualty insurance and employee benefits, its healthy EBITDA
margins and the majority ownership stake held by Acrisure
Management and Agency Partners, which helps align interests across
the firm.

Offsetting these strengths are the company's aggressive acquisition
strategy, rising debt burden and persistently high financial
leverage. The rapid growth heightens the management challenges of
integrating accounting and information systems, and limiting the
firm's exposure to errors and omissions in its delivery of products
and services. Moreover, the company has large contingent earnout
liabilities that use a substantial portion of free cash flow,
limiting the amounts available to service the credit facilities.

Acrisure has completed about 175 acquisitions since the start of
2014, noted Moody's. The company's reported revenue nearly tripled
in 2014, more than doubled in 2015, nearly doubled in 2016, and
continues its steep rise in 2017. To help fund these acquisitions,
Acrisure has increased its debt and equivalents (including Moody's
adjustments for operating leases and the cash portion of contingent
earnout liabilities) from $96 million at year-end 2013, to $388
million at year-end 2014, to $1.0 billion at year-end 2015, to $1.6
billion at year-end 2016. Moody's estimates that Acrisure's pro
forma debt and equivalents will reach $2.4-$2.5 billion by mid-2017
based on incremental borrowings to date and the pending increase in
term loans. The high volume of acquisitions and rising debt burden
give Acrisure little capacity to withstand disruptions in its
existing or acquired businesses.

Acrisure's pro forma debt-to-EBITDA ratio will be in the range of
7.2x-7.5x, per Moody's estimates, after giving effect to the
proposed new borrowings along with run-rate EBITDA from
acquisitions funded by those borrowings. The company's pro forma
(EBITDA - capex) interest coverage will be in the range of 1.7x-2x,
and its free-cash-flow-to-debt ratio (after contingent earnout
payments) will be slightly positive.

Given the negative rating outlook, it is unlikely that Acrisure's
ratings would be upgraded in the near future. Factors that could
lead to a stable outlook include: (i) debt-to-EBITDA ratio below
7.2x, (ii) (EBITDA - capex) coverage of interest consistently above
1.8x, (iii) free-cash-flow-to-debt ratio (after contingent earnout
payments) exceeding 2%, and (iv) a slowdown in acquisitions leading
to some convergence of reported and pro forma EBITDA.

Factors that could lead to a rating downgrade include: (i)
debt-to-EBITDA ratio above 7.5x, (ii) (EBITDA - capex) coverage of
interest below 1.2x, (iii) free-cash-flow-to-debt ratio (after
contingent earnout payments) remaining below 1%, or (iv)
significant disruptions to existing or newly acquired operations.

Moody's has assigned the following rating (and loss given default
(LGD) assessment):

$175 million incremental delayed draw second-lien
term loan maturing in November 2024 at Caa2 (LGD5).

Moody's has affirmed the following ratings:

Corporate family rating at B3;

Probability of default rating at B3-PD;

$200 million first-lien revolving credit facility
maturing in November 2021 at B2 (LGD3);

$1,710 million (including $450 million increase)
first-lien term loan maturing in November 2023 at
B2 (LGD3);

$305 million second-lien term loan maturing in
November 2024 at Caa2 (LGD5).

The rating outlook has been changed to negative from stable.

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

Based in Grand Rapids, Michigan, Acrisure distributes a range of
property & casualty insurance, employee benefits and related
products to small and mid-sized US businesses through offices in 24
states, mainly in the Midwest, Northeast, Southeast and Southwest.
The company generated revenue of $538 million in 2016.


AEMETIS INC: Stockholders Elect Two Directors
---------------------------------------------
At the Annual Meeting held on April 20, 2017, Aemetis, Inc.'s
stockholders elected Lydia I. Beebe and John R. Block as directors
and ratified the appointment of RSM US LLP as the Company's
independent registered public accounting firm for the fiscal year
ending Dec. 31, 2017.
  
                        About Aemetis

Cupertino, Calif.-based Aemetis, Inc., is an international
renewable fuels and specialty chemical company focused on the
production of advanced fuels and chemicals and the acquisition,
development and commercialization of innovative technologies that
replace traditional petroleum-based products and convert first-
generation ethanol and biodiesel plants into advanced
biorefineries.

Aemetis reported a net loss of $15.63 million on $143.15 million of
revenues for the year ended Dec. 31, 2016, compared with a net loss
of $27.13 million on $146.64 million of revenues for the year ended
Dec. 31, 2015.  As of Dec. 31, 2016, Aemetis had $77.81 million in
total assets, $127.6 million in total liabilities and a total
stockholders' deficit of $49.81 million.


AKORN INC: Moody's Puts B1 CFR Under Review for Upgrade
-------------------------------------------------------
Moody's Investors Serviced placed the ratings of Akorn, Inc. under
review for upgrade, including the B1 Corporate Family Rating, B1-PD
Probability of Default Rating and B1 senior secured term loan
rating. This rating action follows the announcement that Fresenius
SE Co. KGaA (Baa3 stable) has agreed to acquire Akorn for $34.00
per share for a total purchase price of approximately $4.3 billion
plus the assumption of approximately $450 million of net debt.
Subject to shareholder approval and regulatory review, the
transaction is expected to close by early 2018. The Speculative
Grade Liquidity Rating is affirmed at SGL-1.

Moody's review will focus on the benefits from becoming part of a
larger, more diversified company with greater financial flexibility
as well as the treatment of Akorn's debt in Fresenius' capital
structure.

Ratings placed under review for upgrade:

Akorn, Inc.

B1 Corporate Family Rating

B1-PD Probability of Default Rating

B1 (LGD4) senior secured term loan

Rating affirmed:

SGL-1 Speculative Grade Liquidity Rating

RATINGS RATIONALE

The B1 rating is constrained by Akorn's modest size and its niche
position in the highly competitive generic drug industry where it
competes against significantly larger companies. The ratings are
also constrained by Akorn's concentration of profits in a limited
number of products, which can lead to operating volatility when
competitors enter or leave the market. The rating is supported by
Akorn's credit metrics which Moody's projects to remain strong,
including adjusted gross debt/EBITDA of below 3.0 times and free
cash flow to debt of more than 20%. The ratings are also supported
by Akorn's specialization in alternate dosage form drugs, including
injectables, ophthalmics and topicals. Many of Akorn's products
have relatively high barriers to entry versus typical oral solid
generic drugs. This allows Akorn to garner and sustain higher
profitability versus peers.

The SGL-1 Speculative Grade Liquidity Rating reflects Moody's
expectation for very good liquidity over the next 12-15 months. The
company had more than $200 million of cash at year end 2016 and
Moody's believes the company will generate in excess of $150
million in free cash flow over the next twelve months. Akorn has
access to an undrawn $150 million asset-based lending (ABL)
facility that is not likely to be utilized. The ABL has a 1 times
minimum fixed charge coverage covenant and the term loan does not
have any maintenance covenants. Moody's expects the company to
maintain ample cushion with respect to its ABL covenant.

The principal methodology used in these ratings was Global
Pharmaceutical Industry published in December 2012.

Akorn, Inc. ("Akorn": NASDAQ: AKRX), headquartered in Lake Forest,
IL, is a specialty generic pharmaceutical manufacturer. The company
focuses on generic drugs in alternate dosage forms such as
ophthalmic drugs, injectable drugs and others in liquid,
semi-solid, topical and nasal spray dosage forms. The company
reported revenues of about $1.1 billion for the twelve months ended
December 31, 2016.


ALLIED CONSOLIDATED: Michael Ramun to be Paid in Full Under Plan
----------------------------------------------------------------
Allied Consolidated Industries, Inc., and the Official Committee of
Unsecured Creditors filed with the U.S. Bankruptcy Court for the
Northern District of Ohio their amended first disclosure statement
dated April 24, 2017, describing their joint plan of
reorganization.

Class 6 -- estimated at $900,000 -- is impaired by the Plan.
Holders will be not be paid until all other classes are paid in
full.  The allowed unsecured claim of Michael D. Ramun in the
amount of $450,000 will be paid in full from the creditor trust by
the creditor trustee prior to any payments to John R. Ramun on
account of his unsecured claim in the amount of $450,000 and no
payments will be made to any direct family members (other than
ordinary course of business salaries) until the allowed Class 6
claim of Michael D. Ramun has been paid in full.  Further, John R.
Ramun will reduce his Allowed Class 6 claim by $100,000 as a
contribution for his equity interest in the Reorganized Debtor.

The Plan will be funded from:

     -- Sales of Trust Assets Other Than Cash on Hand and
        Operations Income.  The Creditor Trustee will sell any
        Trust Assets other than the Cash on Hand or Operations
        Income free of any lien, claim or encumbrance (the lien,
        claim or encumbrance being transferred to the proceeds of
        sale) to raise funds to make payments under the Plan;

     -- Cash on Hand.  About $675,073 is estimated to be the
        amount of funds available for distribution on the
        Effective Date;

     -- Excess Equipment Proceeds.  The net proceeds from the
        public auction of the Debtor's excess equipment held on
        Dec. 1, 2016, and other equipment sales in the amount of
        $1,840,334 not part of the Cash on Hand;

     -- Operations Income.  The net income from scrap processing
        operations of AIS and the ongoing sales and other
        operations of the hydraulic shear business known as Allied

        Gator.  All net income from the operations shall be
        retained by the Creditor Trust and used to fund the Plan.
        As soon as all claims in Classes 1 through 5 and the
        Michael D. Ramun Class 6 Claim have been paid in full, any
        remaining income will automatically vest in the
        Reorganized Debtor;

     -- Recovery from Norfolk Litigation;

     -- The Causes of Action;

     -- Proceeds from the Assumption and Assignment of the
        Fairless Agreements;

     -- Recovery from U.S. Steel.  Any right to recover from U.S.
        Steel as a result of the Reorganized Debtor prevailing in
        the U.S. Steel Appeal or the New U.S. Steel Suit until all

        funds paid to U.S. Steel from the Creditor Trust are
        recovered, provided the Creditor Trust has not been
        terminated as a result of full payment to all Classes of
        Claims other than Class 2; and

     -- Proceeds.  All net proceeds (after actual costs of sale)
        from any disposition of any of the Trust Assets regardless

        of whether the Creditor Trust holds legal and equitable
        title to any Trust Asset.

The Amended First Disclosure Statement is available at:

          http://bankrupt.com/misc/ohnb16-40675-346.pdf

As reported by the Troubled Company Reporter on March 23, 2017, the
Debtor and Committee filed with the Court their first disclosure
statement describing their joint plan of reorganization.  Under
that plan, General Unsecured Creditors were classified in Class 5,
and holders would receive 100% of their allowed claims, to be
distributed when funds are available.

              About Allied Consolidated Industries

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

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

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

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

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

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

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


ALPHATEC HOLDINGS: Has Resale Prospectus of 19.3M Common Shares
---------------------------------------------------------------
Alphatec Holdings, Inc. filed a Form S-3 registration statement
with the Securities and Exchange Commission relating to the resale
or other disposition by Armistice Capital Master Fund, Ltd., Sabby
Healthcare Master Fund, Ltd., Broadfin Healthcare Master Fund,
Ltd., et al., of up to 19,335,600 shares of the Company's common
stock.  Of these shares, 1,809,628 shares are outstanding shares of
common stock held by certain of the selling stockholders, 7,622,372
shares are issuable upon the conversion of our Series A Convertible
Preferred Stock held by the selling stockholders and 9,903,600
shares are issuable upon the exercise of outstanding warrants to
purchase our common stock held by the selling stockholders, issued
in connection with a private placement the Company completed on
March 29, 2017.

The Company is not selling any shares of common stock under this
prospectus and will not receive any of the proceeds from the sale
or other disposition of common stock by the selling stockholders.
To the extent the warrants are exercised for cash, if at all, it
will receive the exercise price of the warrants.

The selling stockholders or their pledgees, assignees or
successors-in-interest may offer and sell or otherwise dispose of
the shares of common stock described in this prospectus from time
to time through public or private transactions at prevailing market
prices, at prices related to prevailing market prices or at
privately negotiated prices.  The selling stockholders will bear
all commissions and discounts, if any, attributable to the sales of
shares.  The Company will bear all costs, expenses and fees in
connection with the registration of the shares.

The Company's common stock is listed on the NASDAQ Global Select
Market under the symbol "ATEC."  On April 24, 2017, the last
reported sale price of the Company's common stock was $1.96 per
share.

A full-text copy of the Form S-3 prospectus is available at:

                       https://is.gd/36X26M

                     About Alphatec Holdings

Alphatec Holdings, Inc., the parent company of Alphatec Spine, Inc.
-- http://www.alphatecspine.com/-- is a medical technology company
focused on the design, development and promotion of products for
the surgical treatment of spine disorders.  The Company has a
comprehensive product portfolio and pipeline that addresses the
cervical, thoracolumbar and intervertebral regions of the spine and
covers a variety of spinal disorders and surgical procedures.  Its
principal product offerings are focused on the global market for
fusion-based spinal disorder solutions.  The Company believes that
its products and systems are attractive to surgeons and patients
due to enhanced product features and benefits that are designed to
simplify surgical procedures and improve patient outcomes.

Alphatec reported a net loss of $29.92 million on $120.24 million
of revenues for the year ended Dec. 31, 2016, compared to a net
loss of $178.67 million on $134.38 million of revenues for the year
ended Dec. 31, 2015.  As of Dec. 31, 2016, Alphatec had $94.18
million in total assets, $112.08 million in total liabilities,
$23.60 million in redeemable preferred stock and a total
stockholders' deficit of $41.50 million.


ARCONIC INC: Posts $3.2 Billion Revenue for First Quarter
---------------------------------------------------------
Arconic Inc. reported results for the first quarter 2017, in which
the Company posted revenue of $3.2 billion, up 4.5 percent year
over year, driven by higher volumes across all segments.  The
impact of higher aluminum prices was more than offset by the
Company's ramp down from the North American packaging business at
its Tennessee operations.  Excluding the impact of the Tennessee
packaging ramp down, revenues were up 8 percent year over year.

Net income was $322 million, or $0.65 per share.  The results
reflect $153 million in special items, including a gain on the sale
of Alcoa Corporation shares, somewhat offset by non-cash charges
related to the divestiture of a rolling mill in Fusina, Italy.

Excluding special items, first quarter 2017 adjusted income was
$169 million, or $0.33 per share; key factors included higher
volumes across Arconic than the year-ago quarter, strong gross cost
reduction savings and net cost savings, which were partially offset
by unfavorable mix and price, predominately in aerospace.
Annualized return on net assets (RONA) was 8.9 percent for the
first quarter.

First quarter consolidated Adjusted EBITDA, excluding special
items, was $485 million, up 11 percent year over year.  Adjusted
EBITDA margin, excluding special items, was 15.2 percent, up 90
basis points year over year.

"Solid performance, strong net cost reduction and some additional
tailwinds allowed Arconic to deliver a stronger than anticipated
first quarter of 2017," said Arconic Interim Chief Executive
Officer David Hess.  "The aerospace market is continuing its
transition to new platforms where we are strongly positioned.  We
continue to be focused on capital efficiency, growth, cost
reduction and margin expansion, in line with our stated strategy.
We affirm the guidance for full year 2017 provided at Investor Day
last year."

Global Rolled Products reported revenue of $1.2 billion, an
increase of five percent year over year.  The segment also reported
Adjusted EBITDA of $171 million, up $16 million year over year, and
an adjusted EBITDA margin of 13.7 percent, up 60 basis points year
over year.  The Adjusted EBITDA improvement was driven by net cost
savings and record automotive volume, which were partially offset
by reduced aero wide-body build rates, airframe destocking, reduced
North America heavy duty truck (HDT) build rates and pricing
pressure in regional specialties.

Transportation and Construction Solutions delivered revenue of $449
million, an increase of five percent year over year.  The segment
also reported first quarter Adjusted EBITDA of $72 million, up $8
million year over year, and a first quarter adjusted EBITDA margin
of 16.0 percent, up 110 basis points year over year.  The Adjusted
EBITDA improvement was driven by volume and net cost savings that
more than offset pricing pressure in the HDT market.

At the separation of Alcoa Inc., Arconic chose to retain a 19.9
percent stake in Alcoa Corporation, indicating it would review
options for responsibly managing the stake, taking into account its
continued upside potential.  In February 2017, Arconic monetized
approximately 64 percent of the 36,311,767 shares it retained in
Alcoa Corporation at a price of $38.03 per share.  The monetization
resulted in $888 million in proceeds.

In December 2016, at the Company's Investor Day, Arconic
communicated its intent to pay down $1 billion in debt in the first
half of 2017.  On April 5, 2017, the Company announced the
commencement of cash tender offers by Citigroup Global Markets Inc.
and Credit Suisse Securities (USA) LLC for up to $1 billion in
aggregate principal amount of the Company's outstanding senior
notes due in 2018 and 2019, subject to certain conditions. On April
24, 2017, the Company purchased $295 million in aggregate principal
amount of its senior notes from Citigroup and Credit Suisse.

Arconic ended the first quarter of 2017 with cash on hand of $2.6
billion.  Cash used for operations was $300 million, driven by the
normal first quarter build in working capital and semi-annual
interest payments; cash used for financing activities totaled $43
million; and cash provided from investing activities was $1.0
billion, reflecting the proceeds from the monetization of Alcoa
Corporation shares and the sales proceeds from Alcoa
Corporation’s Yadkin Hydroelectric Project.  Free cash flow for
the quarter was negative $403 million.  

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

                     https://is.gd/wsxF7B

                      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.


ASHLAND LLC: Moody's Lowers CFR to Ba2; Outlook Stable
------------------------------------------------------
Moody's Investors Service downgraded the Corporate Family Rating
(CFR) of Ashland LLC to Ba2 from Ba1. The ratings on the senior
unsecured notes were also downgraded to Ba2 from Ba1. The action is
prompted by the announced $660 million acquisition of Pharmachem
Laboratories Inc., expected to be mostly debt financed and increase
Ashland's leverage just as it separates Valvoline from its
portfolio. The transaction is expected to close mid-year 2017
subject to customary closing conditions. The outlook on the ratings
remains stable.

Downgrades:

Issuer: Ashland LLC

-- Corporate Family Rating, Downgraded to Ba2 from Ba1

-- Probability of Default Rating, Downgraded to Ba2-PD from
    Ba1-PD

-- Backed Senior Unsecured Bank Credit Facility, Downgraded to
    Ba2 (LGD4) from Ba1 (LGD4)

-- Backed Senior Unsecured Regular Bond/Debenture, Downgraded to
    Ba2 (LGD4) from Ba1 (LGD4)

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

Issuer: Hercules Incorporated

-- Backed Junior Subordinated Regular Bond/Debenture, Downgraded
    to B1 (LGD6) from Ba2 (LGD6)

Outlook Actions:

Issuer: Ashland LLC

-- Outlook, Remains Stable

Issuer: Hercules Incorporated

-- Outlook Remains Stable

RATINGS RATIONALE

The downgrades reflect the increase in the company's target
leverage to under 3.5x from roughly 3.0x, as well as the mostly
debt-financed acquisition, announced April 17, 2017, of Pharmachem
that will increase leverage to above 4x with leverage restoration
likely to be spread over several years before recovering to the
company's new target below 3.5x (which equates to 3.5x, including
Moody's adjustments).

Moody's views the acquisition as strategically positive, but the
acquisition comes at a time when Valvoline is being separated from
the portfolio, resulting in a smaller less diversified new Ashland,
and removing from the portfolio what was a strong and stable
earnings contributor with an above par return-on-asset profile.
These changes to the credit profile are meaningful. Sustaining the
Ba1 ratings was contingent on a more conservative use of balance
sheet leverage, at or below 3.0x, as Moody's previously
communicated, notwithstanding occasional, but modest, deviation
from this target to support opportunistic M&A activity that might
occur.

The Pharmachem deal is viewed as a sound strategic fit with good
growth opportunities. Pharamchem revenues and EBITDA are expected
to be $300 million and $62 million as of FY2017E, respectively; the
$660 million purchase price reflects a 10.5x multiple. Pharmachem
is a leading provider in customized solutions to the
nutraceuticals, flavors and fragrances, laundry food and beverage
industries, which combines well with Ashland's formulation and
excipients expertise and provides good growth opportunities outside
North America.

However, the deal will increase debt to over $2.7 billion from just
under $2.2 billion immediately following the transaction, with
leverage expected to be 4.2x debt/EBITDA by YE 2017. Moreover, cash
usage for severance restructuring and elevated capex is expected to
result in modest free cash flow in 2017, with gross debt reduction
faciliated by balance sheet cash and potential asset divestitures
in 2017, and further leverage improvement relying mostly on EBITDA
growth in 2018 and 2019.

Ashland's Ba2 Corporate Family Rating (CFR) is supported by a
portfolio of specialty chemical businesses serving diverse end
markets and meaningful market shares in key businesses (e.g., #1
globally in Specialty Ingredients and non-aerospace composites),
and good geographic and operational diversity.

On a post-Valvoline-spin basis, the new Ashland will have pro forma
revenues of roughly $3.1 billion (not including Pharmachem), with
two segments -- Ashland Specialty Ingredients (ASI), the larger of
the two segments with revenues of roughly $2.1 billion and roughly
23% EBITDA margins, and Ashland Performance Materials (APM), with
an EBITDA margin in the low-to-mid teens percent range. Moody's
expects further portfolio adjustments at APM as management
determines which businesses can generate strong stable margins and
acceptable growth rates. The new Ashland will continue to serve a
diversified mix of consumer and industrial end markets including
pharmaceuticals, personal care, food and beverage, adhesives,
architectural coatings, automotive, construction, and energy.

Ashland's lowered SGL-2 Speculative Grade Liquidity rating reflects
its good liquidity position, which is supported by $704 million in
cash balances at December 31, 2016, its $800 million senior
unsecured revolving credit facility due 2020 (availability of $742
million as of December 31, 2016), and expectations for modest
positive free cash flow generation.

The stable outlook on the Ba2 rating anticipates steady organic
growth in the legacy ASI segment combined with successful growth in
the acquired Pharmachem business. The stable outlook also
anticipates leverage declining towards the company's target of
3.5x, notwithstanding occasional but modest bolt-on acquisitions.
The stable outlook does not incorporate delays in leverage recovery
from significant share buybacks.

Moody's would consider a downgrade if Ashland's leverage were to
fail to trend towards 3.5x leverage and retained cash flow to debt
of 16% in a reasonable time frame, due to either M&A activity,
earnings pressure or significant share buybacks. If leverage were
to decline to 3.0x on an adjusted basis along with Retained Cash
Flow/Debt rising to 20% while the portfolio realizes healthy
organic growth, Moody's would consider an upgrade to Ba1.

The principal methodology used in these ratings was Global Chemical
Industry Rating Methodology published in December 2013.


ATOPTECH INC: Avatar to Lend $6M Upon Sale to New Stalking Horse
----------------------------------------------------------------
ATopTech, Inc., filed with the U.S. Bankruptcy Court for the
District of Delaware a motion for authorization to obtain
postpetition secured financing from Avatar Integrated Systems,
Inc.

A hearing to consider the Debtor's request is set for May 12, 2017,
at 11:30 a.m. EST.  Objections to the requested financing must be
filed by May 5, 2017, at 4:00 p.m. EST.

On April 18, 2017, the Debtor entered into an asset purchase
agreement with Jingyuan Han, for and on behalf of a Delaware
corporation to be formed prior to closing, for the purchase of
substantially all of the Debtor's assets.  The Jingyuan Han entity
has agreed to from the Debtor substantially all the assets of the
Debtor for the cash and non-cash consideration set forth in the APA
and to provide a post-petition revolving credit facility of up to
$6 million, repayment of which would be credited against the Sale
proceeds.

On April 19, 2017, the Debtor submitted a proposed order seeking
approval of revised bid procedures that include the approval of
Jingyuan Han as the new stalking horse bidder.  On April 21, 2017,
the Court entered the revised bid procedures order.  A hearing on
the sale is scheduled for May 12,2017, at 11:30 a.m.

The APA provides that the Parties will enter into definitive loan
agreements on the terms and conditions set forth in the Term Sheet
and to have such loan agreements approved by the Court
contemporaneously with the order approving the Sale.  Under the
Post-Petition Financing Documents, AIS would provide a
post-petition $6 million revolving credit facility, repayment of
which would be credit against the sale proceeds.

Following Court approval of the Sale, the Purchaser, if it
determines it is appropriate  to do so, may apply with the Debtor
as "Seller" to the voluntary review process of the Committee of
Foreign Investment in the United States ("CFIUS") seeking one of
the following:

   (i) a determination  the Sale is not a covered transaction and
not subject to review under Section 721 of the Defense Production
Act of 1950, as amended, or

  (ii) the Sale presents no unresolved national security concerns,
or

(iii) CFIUS has sent a report to the President of the United
States requesting the President's decision with respect to the
joint voluntary notice and either (x) the President has
announced a decision not to take any action to suspend or prohibit
the Transactions or (y) the President has not taken any action
after 15 days from the date the President received such report
from CFIUS (the "CFIUS Clearance").

If the parties participate in the voluntary CFIUS review process,
CFIUS Clearance is a condition to closing of the Sale.  The Debtor
has requested that AIS provide a debt facility of up to $6,000,000
upon Court approval of the Sale to fund operations of the Debtor
pending the satisfaction or waiver of all closing conditions and
the close of the Sale.  The Purchaser, through Avatar Investment
Systems, Inc. ("AIS"), is willing to provide a debt facility on the
terms and conditions set forth in the term sheet (the "DIP Term
Sheet") attached to the APA (the "DIP Financing") upon the Court's
approval of the Sale to Purchaser as the successful bidder.

Interest rate is Wall Street Journal Prime Rate plus 350 basis
points.  Upon an event of default, the Debtor shall pay additional
interest at a rate of 2% per annum.  Interest will be calculated
based upon the actual number of days elapsed in a 360-day year.

A commitment fee equal to one percent of the Stated Principal
Amount will be fully earned and due and payable to the Lender from
proceeds of the Loan.

Proceeds will be used to pay certain expenses and fees, provide
operating capital, and pay the administrative costs of the Chapter
11 case incurred through the close of the sale of the Transferred
Assets to the Lender as set forth on an agreed-upon budget
submitted by the Debtor and acceptable to Lender, in an amount not
more than the Stated Principal Amount.

The Maturity Date is the earliest date on which any of the
following events occurs: (i) the substantial consummation of a plan
of reorganization; (ii) the close of a sale of the Purchased Assets
to the Lender; (iii) the occurrence of an Event of Default; or (iv)
Sept. 30, 2017.

All obligations arising under or relating to the Loan will be
secured by valid, perfected, and enforceable first priority priming
liens and security interests in all assets of the Debtor, whether
now existing or hereafter acquired or created, and the products and
proceeds thereof, and as a super-priority priming loan will take
priority over any administrative claims against Debtor's estate,
subject only to the carve-out.

A copy of the Motion is available at:

           http://bankrupt.com/misc/deb17-10111-237.pdf

                     About ATopTech, Inc.

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

ATopTech, Inc., sought Chapter 11 protection (Bankr. D. Del. Case
No. 17-10111(MFW)) on Jan. 13, 2017.  Claudia Chen, vice president,
finance, signed the petition.  

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

Judge Mary F. Walrath is the case judge.

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


AURORA DIAGNOSTICS: Commences Private Exchange Offer
----------------------------------------------------
Aurora Diagnostics Holdings, LLC announced that it, together with
its wholly-owned subsidiary, Aurora Diagnostics Financing, Inc.,
have commenced a private exchange offer for all of their
outstanding 10.750% Senior Notes due 2018 for a combination of new
12.250% Increasing Rate Senior Notes due 2020 and warrants to
purchase common units of the Company.

Concurrently with the Exchange Offer, the Issuers are soliciting
consents from the holders of Existing Notes to certain amendments
to the indenture governing the Existing Notes.  The Proposed
Amendments will, among other things, eliminate substantially all of
the restrictive covenants and certain events of default from the
indenture governing the Existing Notes.  Holders who tender their
Existing Notes pursuant to the Exchange Offer are obligated to, and
are deemed to, consent to the Proposed Amendments with respect to
the entire principal amount of the Existing Notes tendered by those
holders.

The purpose of the Exchange Offer is to prevent the triggering of
the springing maturity provision under the Company's senior secured
credit facility, which provision will cause that facility to mature
on Oct. 14, 2017, if the Issuers have not refinanced substantially
all of the Existing Notes by that date.

The Exchange Offer and Consent Solicitation are currently scheduled
to expire at 5:00 p.m., New York City time, on May 22, 2017, unless
extended by the Issuers.  Holders of Existing Notes who validly
tender and do not validly withdraw Existing Notes, and who validly
deliver and do not validly revoke their consents, on or prior to
5:00 p.m., New York City time, on May 5, 2017, unless extended by
the Issuers, will receive additional consideration as described
below.  Tenders of Existing Notes may be withdrawn and consents may
be revoked at any time prior to 5:00 p.m., New York City time, on
May 5, 2017, but not thereafter, subject to limited exceptions
(even if the Company extends the Early Tender Time or the
Expiration Time), unless it elects to extend the Withdrawal
Deadline in its sole discretion.  Holders may elect to either
tender their Existing Notes in the Exchange Offer or take no action
with respect to the Exchange Offer.  Holders who tender their
Existing Notes in the Exchange Offer will also be deemed to have
delivered consents to the Proposed Amendments.

  Notes to be Exchanged:    10.750% Senior Notes due 2018

  CUSIP No.:                051620AB8

  Outstanding
  Aggregate
  Principal
  Amount:                   $200,000,000

  Consideration for each
  $1,000 Principal Amount
  of Existing Notes
  Tendered on or Prior
  to the Early Tender Time: $1,000 in New Notes and
                            Warrants to purchase 15.366 common
                            units of Aurora Diagnostics Holdings,
                            LLC

Consideration for each
$1,000 Principal Amount of
Existing Notes Tendered
After the Early Tender
Time:                       $970 in New Notes and Warrants to
                            purchase 15.366 common units of Aurora
                            Diagnostics Holdings, LLC

The Exchange Offer is conditioned upon the satisfaction of certain
conditions, including the "Minimum Participation Condition," which
requires participation of holders of at least 97.5% of the
aggregate outstanding principal amount of Existing Notes in the
Exchange Offer.  The Company may not waive the Minimum
Participation Condition.  Pursuant to a Support Agreement, the
holders of Existing Notes owning approximately 98.7% of the
aggregate outstanding principal amount of Existing Notes have
agreed to validly tender all of their Existing Notes in the
Exchange Offer and provide consents to the Proposed Amendments.

The New Notes will mature on Jan. 15, 2020.  The New Notes will
accrue interest beginning on the issuance date at a rate of 10.75%
per annum in cash plus payment-in-kind interest at a rate of 1.50%
per annum, which PIK Interest rate will increase to 3.00% from and
after Jan. 15, 2019.  The Issuers will pay interest on the New
Notes on January 15 and July 15 of each year.  The first interest
payment date on the New Notes will be July 15, 2017.  The New Notes
will be guaranteed on an unsecured senior basis by the Company's
current and future domestic subsidiaries that guarantee the
Company's credit facility indebtedness or capital markets
indebtedness.

The Warrants will initially represent 12.5% of the outstanding
common units of the Company on a fully diluted basis prior to the
issuance of the Warrants, assuming 100% participation in the
Exchange Offer, and will expire on the tenth anniversary of their
issuance date.

The Exchange Offer is being made, and the New Notes and the
Warrants are being offered, in reliance on the exemption from the
registration requirements of the Securities Act of 1933, as
amended, provided under Section 3(a)(9) of the Securities Act.

The Exchange Offer and Consent Solicitation are made only by, and
pursuant to, the terms set forth in the Offering Memorandum and
Consent Solicitation Statement.

Ipreo LLC is acting as the Exchange Agent for the Exchange Offer
and the Consent Solicitation.  Requests for the Offering Memorandum
or questions regarding the Exchange Offer or the Consent
Solicitation may be directed to the Exchange Agent at (888)
593-9546 or by email to exchangeoffer@ipreo.com.

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

                    https://is.gd/c2q5o8

                  About Aurora Diagnostics

Headquartered in Palm Beach Gardens, Florida, Aurora Diagnostics
Holdings, LLC, through its subsidiaries, provides physician-based
general anatomic and clinical pathology, dermatopathology,
molecular diagnostic services and other esoteric testing services
to physicians, hospitals, clinical laboratories and surgery
centers.  The company recognized approximately $260 million in
revenue for the 12 months ended June 30, 2013.  The company is
majority owned by equity sponsors KRG Capital Partners and Summit
Partners.

Aurora Diagnostics reported a net loss of $29.14 million on $284.03
million of net revenue for the year ended Dec. 31, 2016, compared
to a net loss of $83.43 million on $263.74 million of net revenue
for the year ended Dec. 31, 2015.  As of Dec. 31, 2016, Aurora
Diagnostics had $239.79 million in total assets, $459.58 million in
total liabilities and a total members' deficit of $219.78 million.


                        *    *    *

In April 2016, Moody's Investors Service downgraded the Corporate
Family Rating of Aurora Diagnostics to 'Caa3' from 'Caa2' and the
Probability of Default Rating to 'Caa3-PD' from 'Caa2-PD'.  The
downgrade reflects Moody's heightened expectation that Aurora will
pursue some transaction within the next 12 months which the rating
agency would consider a default.  This could include a transaction
which Moody's considers a distressed debt exchange, or a bankruptcy
filing.

As reported by the TCR on Nov. 28, 2016, S&P Global Ratings
lowered its corporate credit rating on Palm Beach Gardens,
Fla.-based Aurora Diagnostic Holdings LLC to 'CCC' from 'CCC+'.
"Our rating actions reflect the shortening window of time during
which the company must refinance its capital structure," said S&P
Global Ratings credit analyst Shannan Murphy.  "While the earliest
stated maturity is Aurora's senior notes, which mature in 2018, the
company's senior secured credit facilities are subject to a
springing maturity in October 2017 if its senior notes are not
refinanced by that time."


AURORA DIAGNOSTICS: Inks 7th Amendment to Cerberus Financing Pact
-----------------------------------------------------------------
Aurora Diagnostics Holdings, LLC, as guarantor, its subsidiary
Aurora Diagnostics, LLC, as borrower, and certain other
subsidiaries of the Company, as guarantors, entered into a seventh
amendment to the Financing Agreement, dated as of July 31, 2014,
with Cerberus Business Finance, LLC, as administrative agent and
collateral agent, on April 20, 2017.

The Seventh Amendment amended the definition of "Final Maturity
Date" to modify the provision that accelerated the maturity date of
the Financing Agreement to Oct. 14, 2017, in the event that any of
the Company's 10.750% Senior Notes due 2018 had not been refinanced
prior to that date.  As amended, the maturity of the Financing
Agreement will be accelerated to Oct. 14, 2017, only in the event
that the maturity of more than $2.6 million in aggregate principal
amount of Existing Notes has not been extended to
Oct. 31, 2019, or a later date on or before Oct. 14, 2017.

In addition, pursuant to the Seventh Amendment, the lenders
thereunder consented to the Company redeeming, repurchasing or
paying at maturity up to $2.6 million of Existing Notes at any time
and from time to time within eight months of the consummation of
the Company's Exchange Offer, but only to the extent that those
Existing Notes remain outstanding following the consummation of the
Exchange Offer.

The Seventh Amendment contains customary representations and
warranties applicable to the Company and its subsidiaries.

A full-text copy of the Seventh Amendment to Financing Agreement is
available for free at https://is.gd/R7NKXj

                  About Aurora Diagnostics

Headquartered in Palm Beach Gardens, Florida, Aurora Diagnostics
Holdings, LLC, through its subsidiaries, provides physician-based
general anatomic and clinical pathology, dermatopathology,
molecular diagnostic services and other esoteric testing services
to physicians, hospitals, clinical laboratories and surgery
centers.  The company recognized approximately $260 million in
revenue for the 12 months ended June 30, 2013.  The company is
majority owned by equity sponsors KRG Capital Partners and Summit
Partners.

Aurora Diagnostics reported a net loss of $29.14 million on $284.03
million of net revenue for the year ended Dec. 31, 2016, compared
to a net loss of $83.43 million on $263.74 million of net revenue
for the year ended Dec. 31, 2015.  As of Dec. 31, 2016, Aurora
Diagnostics had $239.79 million in total assets, $459.58 million in
total liabilities and a total members' deficit of $219.78 million.


                        *    *    *

In April 2016, Moody's Investors Service downgraded the Corporate
Family Rating of Aurora Diagnostics to 'Caa3' from 'Caa2' and the
Probability of Default Rating to 'Caa3-PD' from 'Caa2-PD'.  The
downgrade reflects Moody's heightened expectation that Aurora will
pursue some transaction within the next 12 months which the rating
agency would consider a default.  This could include a transaction
which Moody's considers a distressed debt exchange, or a bankruptcy
filing.

As reported by the TCR on Nov. 28, 2016, S&P Global Ratings
lowered its corporate credit rating on Palm Beach Gardens,
Fla.-based Aurora Diagnostic Holdings LLC to 'CCC' from 'CCC+'.
"Our rating actions reflect the shortening window of time during
which the company must refinance its capital structure," said S&P
Global Ratings credit analyst Shannan Murphy.  "While the earliest
stated maturity is Aurora's senior notes, which mature in 2018, the
company's senior secured credit facilities are subject to a
springing maturity in October 2017 if its senior notes are not
refinanced by that time."


AVAYA INC: Mentor Graphics Objects to Networking Biz Sale Motion
----------------------------------------------------------------
BankruptcyData.com reported that Mentor Graphics filed with the
U.S. Bankruptcy Court an objection to Avaya's motion seeking entry
of an order approving bidding procedures in connection with the
sale of the Debtors' Networking business, scheduling an auction and
a sale hearing, extending the deadline to assume or reject the
Billerica lease and approving the sale of assets free and clear of
liens, claims encumbrances and interests. The objection asserts,
"Mentor objects to the Sale Motion to the extent it purports to
permit the Debtors to transfer, or bifurcate and transfer, the
Mentor IP license absent Mentor's consent and payment of applicable
transfer fees. Section 5.12 of the APA describes a proposed
'splitting' of the Mentor IP License into a 'Retained Mixed Use
Contract' and a 'Transferred Mixed Use Contract' such that both the
Debtors and the Stalking Horse Bidder have use of Mentor's
intellectual property without payment of applicable sublicense
and/or transfer fees. The Debtors attempted bifurcation of the
license is not permitted absent Mentor's consent and Mentor
withholds such consent at this time. Since the identity of the
ultimate purchaser/assignee remains unknown as of the Sale Motion's
objection deadline, Mentor cannot determine if: (a) the ultimate
purchaser/assignee is a competitor of Mentors; (b) ultimate the
purchaser/assignee's ability to provide adequate assurance of
future performance, including compliance with the confidentiality
provisions of the Mentor IP License; and (c) the ultimate
purchaser/assignee's willingness to pay the applicable transfer
fees and execute the appropriate documentation reflecting the terms
of the parties' relationship, post assignment. Until the
information detailed above is provided, and subject to the other
objections set forth herein, Mentor does not consent to any
attempted transfer of the Mentor IP License at this time." The
Debtors also filed with the Court a notice of filing of revised
Exhibit 1 to the form of the contract assumption notice for the
sale of the Debtors' Networking business. The hearing to consider
the motion approving the Sale is on May 25, 2017, with objections
due by May 18, 2017.

                        About Avaya

Avaya Inc., together with its affiliates, is a multinational
company that provides communications products and services,
including, telephone communications, internet telephony, wireless
data communications, real-time video collaboration, contact
centers, and customer relationship software to companies of various
sizes.  The Avaya Enterprise serves over 200,000 customers,
consisting of multinational enterprises, small- and medium-sized
businesses, and 911 services as well as government organizations
operating in a diverse range of industries.   It has approximately
9,700 employees worldwide as of Dec. 31, 2016.

Avaya sought protection under Chapter 11 of the Bankruptcy Code
(Bankr. S.D.N.Y. Case No. 17-10089) on Jan. 19, 2017.  Seventeen
Avaya affiliates also filed separate petitions, signed by Eric S.
Koza, CFA, chief restructuring officer, on Jan. 19, 2017.  Judge
Stuart M. Bernstein presides over the cases.

The Debtors have hired Kirkland & Ellis LLP as legal counsel,
Centerview Partners LLC as investment banker, Zolfo Cooper LLC as
restructuring advisor, PricewaterhouseCoopers LLP as auditor, KPMG
LLP as tax and accountancy advisor, The Siegfried Group, LLP as
financial services consultant.

William K. Harrington, the U.S. Trustee for Region 2, on Jan. 31,
2017, appointed seven creditors of Avaya Inc. to serve on the
official committee of unsecured creditors.


AWAS AVIATION: Moody's Reviews Rating With Direction Uncertain
--------------------------------------------------------------
Moody's Investors Service placed the ratings of AWAS Aviation
Capital Limited (AWAS) and its issuing subsidiaries on review with
direction uncertain after the company's private equity sponsor
Terra Firma and co-investors including Canada Pension Plan
Investment Board announced that they have entered into an agreement
to sell AWAS to Dubai Aerospace Enterprises Ltd. (DAE) for an
undisclosed sum. These ratings include AWAS' Ba3 corporate family
rating and the Ba2 secured debt ratings of AWAS Finance Luxembourg
S.A. and AWAS Finance Luxembourg 2012 S.A.

Issuer: AWAS Aviation Capital Limited

-- LT Corporate Family Rating, Placed on Review Direction
    Uncertain, currently Ba3

-- Outlook, Changed To Rating Under Review From Stable

Issuer: AWAS Finance Luxembourg 2012 S.A.

-- Backed Senior Secured Bank Credit Facility, Placed on Review
    Direction Uncertain, currently Ba2

-- Outlook, Changed To Rating Under Review From Stable

Issuer: AWAS Finance Luxembourg S.A.

-- Backed Senior Secured Bank Credit Facility, Placed on Review
    Direction Uncertain, currently Ba2

-- Outlook, Changed To Rating Under Review From Stable

RATINGS RATIONALE

Moody's review of AWAS' ratings with direction uncertain reflects
the divergent effects that the proposed transaction could have on
AWAS' risk profile. Positively, the transaction will likely improve
AWAS' ownership stability, a rating concern since Terra Firma began
efforts to reduce and then exit its investment in the company two
years ago. Additionally, the transaction will elevate the combined
entity's competitive positioning, as it will become one of the top
ten largest leasing companies globally, with a total owned, managed
and commited fleet of 394 aircraft and over 110 airline customers.
On the other hand, the new owner DAE is a smaller leasing company
that has rapidly grown its fleet to 126 aircraft (owned, managed
and commited) as of March 2017 and which provides few details
regarding its financial position and operating strategy, resulting
in uncertainty regarding the combined entity's financial strength,
aspirations for further growth and risk appetite. DAE's majority
ownership by the Investment Corporation of Dubai, an investment arm
of the Government of Dubai (unrated), potentially aids its
financial stability.

DAE indicated that it will finance the transaction with internal
resources and debt financing commitments and expects to close the
acquisition in the third quarter this year, subject to regulatory
approvals.

During its review of AWAS' ratings, Moody's will focus on the
effects of the transaction on AWAS' operating and funding
strategies, integration risks, and potential for capital support
resulting from its indirect ownership by the Dubai government.

Moody's could upgrade AWAS' ratings if the company's acquisition by
DAE improves its prospects for strong operating results and access
to capital, if the combined entity's growth strategy and risk
appetite are reasonable and if the company remains committed to a
strong capital position. Ratings could also benefit should Moody's
determine that extraordinary support would be forthcoming from the
company's government-related owners. Moody's could confirm AWAS'
ratings if the transaction has a neutral effect on the company's
credit profile. A rating downgrade could result from an escalation
of debt-funded growth, higher leverage, or weaker liquidity.

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


AZURE MIDSTREAM: Amends Plan, Disclosures Hearing Moved to May 1
----------------------------------------------------------------
BankruptcyData.com reported that Azure Midstream Partners filed
with the U.S. Bankruptcy Court a First Amended Joint Plan of
Liquidation and related Disclosure Statement. According to the
disclosure statement, "On the Effective Date, the Lender Claims are
allowed as Secured Claims having first lien priority in the amount
of $177,904,000 on account of unpaid principal, accrued and unpaid
interest, letters of credit obligations . . . pursuant to the
Prepetition Credit Agreement, any other Prepetition Loan Documents
or the Cash Collateral Order, in each case. . . the Debtors and
their Estates may be entitled to assert against the Prepetition
Secured Lenders or the Lender Claims.  The Debtors estimate that on
the Effective Date approximately $821,000 in General Unsecured
Claims will remain outstanding. On the Effective Date, or as soon
thereafter as is reasonably practicable, except to the extent that
a holder of an Allowed General Unsecured Claims agrees to less
favorable treatment of such Allowed General Unsecured Claim or has
been paid before the Effective Date." The Court adjourned the
hearing to May 1, 2017 from April 26, 2017 to consider the
disclosure statement.

                About Azure Midstream Partners

Azure Midstream Partners, LP, is a publicly traded Delaware master
limited partnership that was formed by NuDevco Partners, LLC, and
its affiliates to develop, own, operate and acquire midstream
energy assets.

Azure Midstream and 11 of its affiliates sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Lead Case No.
17-30461) on Jan. 30, 2017.  The petitions were signed by I.J.
Berthelot, II, president.  The cases are assigned to Judge David R
Jones.

Azure disclosed $375.5 million in assets and $179.4 million in
liabilities as of as of Sept. 30, 2016.

Vinson & Elkins LLP is serving as corporate counsel to the Debtors;
Evercore Group LLC is serving as as financial advisor; Alvarez &
Marsal North America LLC is serving as restructuring advisor; and
Kurtzman Carson Consultants LLC is serving as claims, noticing &
balloting agent.


AZURE MIDSTREAM: Wampanoag Capital Objects to Disclosure Statement
------------------------------------------------------------------
Azure Midstream Partners' interested party Wampanoag Capital filed
with the U.S. Bankruptcy an objection to Debtor's disclosure
statement related to the Plan of Liquidation.  The objection
asserts, "On March 15, 2017, this Court approved a sale of
substantially all of the Debtors' assets to BTA Gathering LLC for a
purchase price of $189 million.  Net auction proceeds are
approximately $183.5 million, and the Debtors have approximately
$6.8 million in cash, $6.2 million in accounts receivable, and
other assets to generate additional estate value.  The Debtors have
stated that trade claims and priority tax claims will be paid in
the ordinary course of business.  As they have done historically,
the Debtors continue to generate positive cash flow.  Further, the
Debtors are rejecting only nominal contracts and have resolved
their gas gathering agreement matter with BP American Production
Company.  There are no cure costs for assumed contracts.
Accordingly, there is at least $22.9 million of potential estate
value available for junior stakeholders, before post-petition
interest on the secured debt and reasonable and necessary
professional fees.  However, the Disclosure Statement fails to even
address, yet adequately explain, how all this value evaporates
under the Plan without any recoveries to unitholders, thus denying
them a vote.  For this reason, the Disclosure Statement should not
be approved.  In addition to this glaring infirmity, the Disclosure
Statement also fails to include adequate information with respect
to the following: why post-petition interest expenses for the
secured debt are increasing on a monthly basis; why the Debtors
have not sought to pay post-petition interest on the secured debt
at less than the contract default rate (potentially saving over
$4.5 million in estate value) and why the Debtors are agreeing to
pay post-Effective Date fees and expenses of the secured lenders;
why Lender Claims (Class 3) are not receiving full satisfaction of
their Claims given the amount of net sale proceeds; and the
methodology and legal basis underpinning the payments of purported
severance obligations in excess of the $12,850 statutory cap and to
insiders."

                About Azure Midstream Partners

Azure Midstream Partners, LP, is a publicly traded Delaware master
limited partnership that was formed by NuDevco Partners, LLC, and
its affiliates to develop, own, operate and acquire midstream
energy assets.

Azure Midstream and 11 of its affiliates sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Lead Case No.
17-30461) on Jan. 30, 2017.  The petitions were signed by I.J.
Berthelot, II, president.  The cases are assigned to Judge David R
Jones.

Azure disclosed $375.5 million in assets and $179.4 million in
liabilities as of as of Sept. 30, 2016.

Vinson & Elkins LLP is serving as corporate counsel to the Debtors;
Evercore Group LLC is serving as as financial advisor; Alvarez &
Marsal North America LLC is serving as restructuring advisor; and
Kurtzman Carson Consultants LLC is serving as claims, noticing &
balloting agent.


B&B REAL ESTATE: Unsecured Claims to Get Full Payment Under Plan
----------------------------------------------------------------
B & B Real Estate General Partnership filed with the U.S.
Bankruptcy Court for the Middle District of Pennsylvania an amended
disclosure statement, dated April 24, 2017, referring to the
Debtor's plan of reorganization.

The Debtor has no unsecured claims.  In this regard, Holly R.
Corcoran, CPA, waived her claim that she had against the Debtor and
the Debtor is not aware of any other unsecured claims.  

If any allowed, unsecured claims are discovered, the Debtor
proposes to pay them, in full, immediately after the payment of all
claims of a higher class of claims.  This class would be impaired
only with regard to timing of payment.

The Monroe County Tax Claim Bureau has a secured claim against the
Debtor.  The secured claim amount is $386,440.25 and the arrearage
is also $386,440.25.  The MCTCB filed a proof of claim with regard
to these amounts and the Debtor has no objection to this proof of
claim.  The Class 1 claim of the MTCB is fully secured.  The claim
is for unpaid real estate property taxes.  It is a first priority
lien and it generates interest at 9%.  The collateral is the
commercial parcel of real estate located at 117 Rose Street,
Scotrun, Monroe County, Pennsylvania.  Claimant is not an insider.

The claim is impaired with regard to timing of payment because the
real estate property taxes have already come due and Debtor is
proposing to pay 100% of the claim, including any accrued interest,
within 96 months of the effective date of the Plan.  The first
payment regarding the payment of the arrearage claim will be due
within 30 days of the effective date of the Plan.

Furthermore, the Debtor agrees to remain current with all
post-petition real estate property taxes as they come due.

Finally, with regard to the payment of arrearages, the Debtor will
pay the MCTCB and Newtek, on an equal, dollar for dollar basis, and
on a monthly basis, until each claim is paid in full.

Newtek Small Business Finance, LLC, has a secured claim against the
Debtor.  The secured claim amount is $1,616,713.59 and the loan
arrearage is $98,883.49.  Newtek filed a proof of claim with regard
to these amounts and the Debtor has no objection to this proof of
claim.  The Class 2 claim is secured.  However, it is not fully
secured.  The Debtor waives its right to cramdown this amount under
Section 506 of the Code.  This claim has arisen as a result of a
commercial loan made by Newtek to the Debtor and a related entity
of the Debtor, B & B Fitness.  Newtek holds a first mortgage
against the Debtor's real estate which is located at 117 Rose
Street, Scotrun, Monroe County, Pennsylvania.

The arrearage occurred as a result of Debtor's failure to pay the
monthly commercial loan payments in a timely fashion.  Newtek's
lien is second in priority since the MCTCB holds the first priority
lien.  Claimant is not an insider.  The claim is impaired with
regard to the timing of payment because the Debtor has failed to
pay the monthly commercial loan payments when they came due and
under the Plan, the Debtor is proposing to pay the loan arrearage
within 36 months of the effective date of the Plan.  The first
payment by the Debtor regarding the payment of the loan arrearage
will be due within 30 days of the effective date of the Plan.

The Debtor is also proposing to continue to pay its regular monthly
commercial loan payments to Newtek and in accordance with the loan
documents executed by the Debtor with Newtek.  Also, nothing in the
Debtor's proposed Plan is meant or should be construed as an
attempt to amend or alter the terms of the loan documents.

Furthermore, Newtek will retain its mortgage lien against the
Debtor's real property until Newtek's commercial loan is paid in
full by the Debtor.

The Debtor will pay the MCTCB and Newtek, on an equal, dollar for
dollar basis, and on a monthly basis, until each claim is paid in
full.  Finally, as previously discussed, the Debtor will also pay
to Newtek the proceeds from the daycare tenant, in the amount of
$2,500, which has already been approved by the Court.  These
proceeds will be applied to the loan in accordance with the
original loan documents executed by the parties and applicable SBA
regulations.  Thereafter, Newtek will continue to receive these
payments and Newtek will be permitted to apply these funds as it
sees fit and in accordance with the terms of the original loan
documents.

The Amended Disclosure Statement is available at:

           http://bankrupt.com/misc/pamb16-02183-70.pdf

As reported by the Troubled Company Reporter on Nov. 15, 2016, the
Debtor filed with the Court a disclosure statement referring to the
Debtor's plan of reorganization.  The Debtor has two secured
claims.  The secured claimants are Newtek, which has a secured
claims of $1,616,713.59 and a loan arrearage of $98,883.49 and the
MCTCB, which has a secured claim of $386,440.25.  These claims are
classified as Class 4 Secured Claims and are only impaired with
regard to timing of payment since, the Debtor is proposing to pay
these claims, in full.  Payment of these claims will start 30 days
after the effective date of the Plan and will continue until the
arrearages are paid, in full.  

                     About B & B Real Estate

B & B Real Estate General Partnership is a Pennsylvania partnership
which is principally involved in the development and leasing of its
real estate.  At the time of the filing of its Chapter 11
bankruptcy, the Debtor owned a single parcel of real estate located
at 117 Rose Street, Scotrun, Monroe County, Pennsylvania.  The
parcel of land is 2.54 acres and includes a commercial building
which is primarily used for a gym and fitness center.  

The Debtor filed a Chapter 11 bankruptcy petition (Bankr. M.D. PA.
Case No. 16-02183) on May 23, 2016.  The Hon. Robert N. Opel II
presides over the case.  Law Office of Philip W. Stock represents
the Debtor as counsel.

In its petition, the Debtor estimated $1.51 million in assets and
$2.01 million in liabilities.  The petition was signed by Robert
C. Bishop, general partner.


BCBG MAX: Can Escape $7M Golden Parachute Pay to Founder's Wife
---------------------------------------------------------------
Rick Archer, writing for Bankruptcy Law360, reports that the Hon.
Shelley C. Chapman of the U.S. Bankruptcy Court for the Southern
District of New York ruled that BCBG Max Azria Group Inc. can dodge
a $7 million golden parachute payment to founder Max Azria's wife
Lubov, deciding that her employment contract and the 2015
restructuring agreement are not integrated.

The two agreements are distinct in a number of important ways,
including having different parties and different governing laws,
Law360 shares, citing Judge Chapman.

                 About BCBG Max Azria Group

BCBG Max Azria Group started with a single idea -- to create a
beautiful dress.  Founded in 1989, BCBG was named for the French
phrase "bon chic, bon genre," a Parisian slang meaning "good style,
good attitude."  The brand embodies a true combination of European
sophistication and American spirit.  The BCBG Max Azria label is
sold online, in freestanding boutiques and partner shops at top
department stores across the globe.

BCBG Max Aria and its affiliates filed for bankruptcy (Bankr.
S.D.N.Y., Case No. 17-10466) on Feb. 28, 2017.  The Debtors have
estimated assets of $100 million to $500 million and estimated
liabilities of $500 million to $1 billion.

Kirkland & Ellis LLP and Kirkland & Ellis International LLP
represent the Debtors as bankruptcy counsel.  The Debtors hired
Jefferies LLC as investment banker; AlixPartners LLP as
restructuring advisor; A&G Realty Partners LLC as real estate
advisor; and Donlin Recano & Company LLC as claims and noticing
agent, and administrative advisor.

On March 9, 2017, the Office of the U.S. Trustee appointed an
official committee of unsecured creditors.


BETTER PLACE: Former Directors Ask Court to Junk Liquidators' Suit
------------------------------------------------------------------
Ryan Boysen, writing for Bankruptcy Law360, reports that three
former directors of Better Place Inc. again asked the U.S.
Bankruptcy Court for the District of Delaware to dismiss a lawsuit
its liquidators Shaul Kotler and Sigal Rozen-Rechav brought against
them in Israeli court, saying U.S. law still applies in that case.

The Liquidators, Law360 relates, argued that the Court doesn't have
jurisdiction over the Israeli lawsuit, which accuses the former
directors of mismanagement.

Headquartered in Tel Aviv, Israel-based Better Place, Inc., is a
company that manufactures electric cars.

Shaul Kotler & Sigal Rozen-Rechav filed for Chapter 15 recognition
for the Debtor (Bankr. D. Del. Case No. 13-11814) on July 19,
2013.

Judge Peter J. Walsh presides over the case.

Michael Joseph Custer, Esq., at Pepper Hamilton, LLP, Shana E.
Elberg, Esq., at Meagher & Flom, LLP, and Robert Alan Weber, Esq.,
at Skadden Arps Slate Meagher & Flom, LLP, serve as the Debtor's
bankruptcy counsel.

The Debtor estimated its assets at between $1 million and $10
million and debts at between $10 million and $50 million.


BROOKLYN INTERIORS: Unsecured Creditors to Get 15% in 3 Years
-------------------------------------------------------------
Unsecured creditors of Brooklyn Interiors, Inc. will get 15%
dividend of their claims under the company's proposed plan to exit
Chapter 11 protection.

The plan of reorganization proposes to pay Class 3 general
unsecured creditors a 15% dividend of their claims allowed by the
court in 36 equal monthly installments of $1,401.30 per month.  The
total amount of general unsecured claims is $336,312.22.

Class 3 is impaired and general unsecured creditors are entitled to
vote on the plan.

The plan will be financed from income derived from the operation of
Brooklyn Interiors' business, according to the company's disclosure
statement filed on April 18 with the U.S. Bankruptcy Court for the
Southern District of New York.

A copy of the disclosure statement is available for free at
https://is.gd/2sx4P2

                    About Brooklyn Interiors

Formed in 2003, Brooklyn Interiors, Inc. is a commercial and
residential interior renovation contracting company.

The Debtor filed a Chapter 11 petition (Bankr. S.D.N.Y. Case No.
16-22845) on June 22, 2016.  The petition was signed by Dennis
Darcy, president.  At the time of filing, the Debtor estimated
assets of less than $500,000 and liabilities of less than $1
million.

The Debtor is represented by Kenneth A. Reynolds, Esq. at McBreen &
Kopko.  

No creditors' committee has been appointed in the Debtor's case.


CAESARS ENTERTAINMENT: Moody's Hikes Corporate Family Rating to B2
------------------------------------------------------------------
Moody's Investor Service upgraded Caesars Entertainment Resorts
Properties, LLC's Corporate Family Rating to B2, its Probability of
Default Rating to B2-PD, its senior secured Term Loan B and
revolving credit facility to B1, its senior secured first lien
notes to B1, its second lien notes to Caa1. The company's SGL-2
Speculative Grade Liquidity Rating was also affirmed. The outlook
is stable.

"The upgrade reflects the solid operating outlook for Las Vegas
(73% of revenues), stabilizing market conditions in Atlantic City
(20% of revenues), the company's good liquidity, and Moody's views
that returns from recent and ongoing room renovations will
contribute to EBITDA growth 2017 and 2018", said Moody's analyst
Peggy Holloway. Moody's also has considered the company's pending
amendment to lower pricing that, if passed, will result in an
approximate 12% reduction in cash interest expense on CERP's $2.4
billion Term Loan B thereby improving interest coverage and
liquidity.

Upgrades:

Issuer: Caesars Entertainment Resort Properties, LLC

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

-- Corporate Family Rating, Upgraded to B2 from B3

-- Senior Secured Bank Credit Facility, Upgraded to B1(LGD3) from

    B2(LGD3)

-- Senior Secured 1st Lien Regular Bond/Debenture, Upgraded to
    B1(LGD3) from B2(LGD3)

-- Senior Secured 2nd Lien Regular Bond/Debenture, Upgraded to
    Caa1(LGD6) from Caa2(LGD5)

Outlook Actions:

Issuer: Caesars Entertainment Resort Properties, LLC

-- Outlook, Remains Stable

Affirmations:

Issuer: Caesars Entertainment Resort Properties, LLC

-- Speculative Grade Liquidity Rating, Affirmed SGL-2

RATINGS RATIONALE

CERP's B2 Corporate Family Rating reflects its large scale in terms
of revenues relative to rated peers, the prime location of the
company's Las Vegas Strip properties, and positive visitation
trends in Las Vegas - CERP's largest market, stabilizing conditions
in Atlantic City, and good liquidity. The ratings consider above
average adjusted debt/EBITDA for the rating and geographic
concentration in two markets. Moody's expects EBITDA growth and
debt reduction will result in declining debt/EBITDA (net of excess
cash) to under 6.0x over the next 18 months.

The stable rating outlook reflects positive visitation trends in
Las Vegas, no material supply growth, as well as Moody's stable
gaming industry outlook over the next year.

A rating upgrade will be considered if debt/EBITDA declines to
below 5.7x, and EBIT/interest is above 1.2x, and if the company
maintains good liquidity. Ratings could be downgraded if gaming
revenues in the company's key Las Vegas and Atlantic City markets
show signs of sustained deterioration, or if debt/EBITDA increases
above 7x.

Caesars Entertainment Resorts Properties, LLC (CERP) is a wholly
owned subsidiary of Caesars Entertainment Corporation (CEC; not
rated) and has its own restricted group financing. CERP generated
net revenues of approximately $2.2 billion for the twelve months
ended December 31, 2016. CERP owns Paris Las Vegas, Flamingo Las
Vegas, Harrah's Las Vegas, Rio All-Suite Hotel and Casino, Harrah's
Laughlin, Harrah'sAtlantic City, Octavius Tower at Caesar's Palace
and LINQ Promenade and High Roller, an open air dining,
entertainment, and retail development including an observation
wheel on the east side of the Las Vegas Strip. CERP properties are
managed by Caesars Enterprises Services, LLC, a services joint
venture between CERP, CEOC and Caesars Growth Properties Holding,
LLC.

The principal methodology used in these ratings was Global Gaming
Industry published in June 2014.


CATASYS INC: Amends 1.78 Million Shares Prospectus with SEC
-----------------------------------------------------------
Catasys, Inc. filed with the Securities and Exchange Commission an
amended Form S-1 registration statement relating to the offering of
1,785,714 of shares of its common stock, $0.0001 par value per
share, based on the last reported sale price for the Company's
common stock as reported on the OTCQB Marketplace on April 21,
2017.  The Company amended the registration statement to delay its
effective date.

The Company's common stock is quoted on the OTCQB Marketplace under
the symbol "CATS".  On April 21, 2017, the last reported sale price
for its common stock as reported on the OTCQB Marketplace was $8.40
per share, as adjusted to reflect the 1:6 reverse stock split of
the Company's common stock that will be effected in connection with
this offering.  Its common stock has been approved for listing on
The NASDAQ Capital Market under the symbol "CATS", subject to
notice of issuance.

A full-text copy of the Form S-1/A is available for free at:

                    https://is.gd/7pEioT

                     About Catasys, Inc.

Catasys, Inc. provides big data based analytics and predictive
modeling driven behavioral healthcare services to health plans and
their members through its OnTrak solution.  Catasys' OnTrak
solution -- contracted with a growing number of national and
regional health plans -- is designed to improve member health and,
at the same time, lower costs to the insurer for underserved
populations where behavioral health conditions cause or exacerbate
co-existing medical conditions.  The solution utilizes proprietary
analytics and proprietary enrollment, engagement and behavioral
modification capabilities to assist members who otherwise do not
seek care through a patient-centric treatment that integrates
evidence-based medical and psychosocial interventions along with
care coaching in a 52-week outpatient treatment solution.

Catasys reported a net loss of $17.93 million on $7.07 million of
revenues for the year ended Dec. 31, 2016, compared to a net loss
of $7.22 million on $2.70 million of revenues for the year ended
Dec. 31, 2015.  As of Dec. 31, 2016, Catasys had $3.10 million in
total assets, $28.43 million in total liabilities and a total
stockholders' deficit of $25.32 million.

The Company's independent accounting firm Rose, Snyder & Jacobs
LLP, in Encino, California, issued a "going concern" qualification
on the consolidated financial statements for the year ended
Dec. 31, 2016, citing that the Company has continued to incur
significant operating losses and negative cash flows from
operations during the year ended Dec. 31, 2016, and continues to
have negative working capital at Dec. 31, 2016.  These conditions
raise substantial doubt about the Company's ability to continue as
a going concern.


CATASYS INC: Effects a 1-for-6 Reverse Stock Split
--------------------------------------------------
Catasys, Inc. filed a certificate of amendment to its Certificate
of Incorporation, as amended and in effect, with the Secretary of
State of the State of Delaware implementing a 1-for-6 reverse stock
split of the Company's common stock, pursuant to which each 6
shares of issued and outstanding common stock converted into 1
share of common stock.  Proportionate voting rights and other
rights of common stock holders will not be affected by the reverse
stock split.  No fractional shares of common stock will be issued
as a result of the reverse stock split; stockholders will be paid
cash in lieu of any such fractional shares.
The 1-for-6 reverse stock split became effective at 5:00 p.m.,
Eastern Time, on April 24, 2017, and the Company's common stock
will trade on the OTCQB Marketplace on a post-split basis at the
open of trading on April 25, 2017.  The Company's post-reverse
split common stock will have a new CUSIP number: 149049 504.  Other
terms of the common stock are not affected by the reverse stock
split.  The common stock will continue to trade under the symbol
"CATS."

The Company has approximately 9.4 million post-split shares of
common stock outstanding as a result of the reverse stock split.

The Company's transfer agent, American Stock Transfer, is acting as
exchange agent for the reverse stock split and will send
instructions to stockholders of record regarding the exchange of
certificates for common stock.  Stockholders owning shares via a
broker or other nominee will have their positions automatically
adjusted to reflect the reverse stock split, subject to the
brokers' particular processes, and will not be required to take any
action in connection with the reverse stock split.

All stock options and warrants to purchase common stock outstanding
and the Company's common stock reserved for issuance under the
Company's equity incentive plans immediately prior to the reverse
stock split will be appropriately adjusted by dividing the number
of affected shares of common stock by six and, as applicable,
multiplying the exercise price by six as a result of the reverse
stock split.

                       About Catasys, Inc.

Catasys, Inc. provides big data based analytics and predictive
modeling driven behavioral healthcare services to health plans and
their members through its OnTrak solution.  Catasys' OnTrak
solution -- contracted with a growing number of national and
regional health plans -- is designed to improve member health and,
at the same time, lower costs to the insurer for underserved
populations where behavioral health conditions cause or exacerbate
co-existing medical conditions.  The solution utilizes proprietary
analytics and proprietary enrollment, engagement and behavioral
modification capabilities to assist members who otherwise do not
seek care through a patient-centric treatment that integrates
evidence-based medical and psychosocial interventions along with
care coaching in a 52-week outpatient treatment solution.

Catasys reported a net loss of $17.93 million on $7.07 million of
revenues for the year ended Dec. 31, 2016, compared to a net loss
of $7.22 million on $2.70 million of revenues for the year ended
Dec. 31, 2015.  As of Dec. 31, 2016, Catasys had $3.10 million in
total assets, $28.43 million in total liabilities and a total
stockholders' deficit of $25.32 million.

The Company's independent accounting firm Rose, Snyder & Jacobs
LLP, in Encino, California, issued a "going concern" qualification
on the consolidated financial statements for the year ended
Dec. 31, 2016, citing that the Company has continued to incur
significant operating losses and negative cash flows from
operations during the year ended Dec. 31, 2016, and continues to
have negative working capital at Dec. 31, 2016.  These conditions
raise substantial doubt about the Company's ability to continue as
a going concern.


CHICO HEALTH: Exit Plan to Pay Claims Through Woolley Settlement
----------------------------------------------------------------
Chico Health Imaging, LLC, has filed a Chapter 11 plan of
reorganization that proposes to pay creditors through a settlement
of claims against its principals.

The agreement proposes that Robert Woolley, Kenneth Woolley and
four others will be released from possible claims tied to their
management of or involvement in the company in exchange for a
payment of $250,000 from the principals.  

The settlement funds will be used to pay claims of creditors
allowed under the proposed plan.

If the plan is confirmed, the proposed settlement will be approved,
according to the disclosure statement filed on April 17 with the
U.S. Bankruptcy Court for the Eastern District of California.

Under the plan, each holder of Class 3 general unsecured claims
will be paid in full in cash its pro rata share of the settlement
funds after payment to holders of Class 2 priority unsecured
claims.  The total amount of claims of general unsecured creditors
is estimated at $185,000.

Class 3 is impaired under the plan and general unsecured creditors
are entitled to vote.

Chico Health said there is no concern of a future liquidation since
it is seeking to liquidate its remaining assets through the plan,
and not to continue operations, according to its disclosure
statement.

A copy of the disclosure statement, which explains the plan is
available for free at:

                   https://is.gd/9oNgd4

Chico Health is represented by:

     Gerald M. Gordon, Esq.
     Teresa M. Pilatowicz, Esq.
     Garman Turner Gordon LLP
     650 White Drive, Suite 100
     Las Vegas, NV 89119
     Tel: (725) 777-3000
     Email: ggordon@gtg.legal
     Email: tpilatowicz@gtg.legal

          -- and --

     Philip Rhodes, Esq.
     Philip Rhodes Law Corporation
     P.O. Box 2911
     Fair Oaks, CA 95628
     Tel: 916-295-1222
     Email: pjrhodes@philrhodeslaw.com

                   About Chico Health Imaging

Formed in 2015, Chico Health Imaging, LLC owned and operated an
imaging center located in Chico, California, until the sale of its
assets in February 2017.  The Debtor is owned by members Accellus
Health LLC, Fred Brandon D.O., and Nonspecific Holdings LLC.  It is
managed by Kenneth Woolley and Robert Woolley.

The Debtor sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. E.D. Calif. Case No. 17-20247) on February 16, 2017.
The petition was signed by Kenneth Woolley, manager.  

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

The case is assigned to Judge Christopher D. Jaime.  The Debtor is
represented by Garman Turner Gordon LLP and Philip Rhodes Law
Corporation.


CHINA FISHERY: CFG Peru Gets Green Light to Sell Non-Debtor Assets
------------------------------------------------------------------
BankruptcyData.com reported that the U.S. Bankruptcy Court issued
an order approving China Fishery Group's Debtor affiliate CFG Peru
Investments (Singapore)'s Chapter 11 trustee's motion for order
authorizing and approving procedures for (a) the sale or transfer
of certain non-debtor assets and (b) taking all desirable or
necessary corporate governance actions in connection therewith. As
previously reported, "The Chapter 11 Trustee controls CFG Peru
Singapore. Given that CFG Peru Singapore is the 100% (or close to
100%) owner of the Peruvian OpCos, the Trustee also effectively
controls these entities. Beyond the Peruvian OpCos, the Trustee
also effectively controls the additional CFG Peru Singapore
Subsidiaries. Thus, because the SFR Vessels and Other Non-Debtor
Vessels are not utilized in the Peruvian OpCos' anchovy business,
they are non-core, dispensable assets. [T]he SFR Vessels and Other
NonDebtor Vessels impose unnecessary costs on the Peruvian OpCos,
including for crew, vessel maintenance, and commissioning, among
other expenses. Accordingly, because these vessels are non-core and
costly to the estate, they are appropriate assets for the Chapter
11 Trustee to market and sell or transfer for the benefit of the
estate and its creditors."

            About China Fishery Group Limited (Cayman)

China Fishery Group Limited (Cayman) and its affiliates sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y.
Lead Case No. 16-11895) on June 30, 2016.  The petition was signed
by Ng Puay Yee, chief executive officer.  The cases are assigned to
Judge James L. Garrity Jr.

At the time of the filing, China Fishery Group estimated its assets
at $500 million to $1 billion and debts at $10 million to $50
million.

Weil, Gotshal & Manges LLP has been tapped to serve as lead
bankruptcy counsel for China Fishery and its affiliates other than
CFG Peru Investments Pte. Limited (Singapore).  Weil Gotshal
replaces Meyer, Suozzi, English & Klein, P.C., the law firm
initially hired by the Debtors.  The Debtors have also tapped
Klestadt Winters Jureller Southard & Stevens, LLP as conflict
counsel; Goldin Associates, LLC, as financial advisor; and RSR
Consulting LLC as restructuring consultant.

On Nov. 10, 2016, William Brandt, Jr., was appointed as Chapter 11
trustee for CFG Peru Investments Pte. Limited (Singapore), one of
the Debtors.  Skadden, Arps, Slate, Meagher & Flom LLP serves as
the trustee's bankruptcy counsel; Hogan Lovells US LLP serves as
special counsel; and Quinn Emanuel Urquhart & Sullivan, LLP, serves
as special litigation counsel.


CIBER INC: Seeks Court Approval of KERP & KEIP
----------------------------------------------
BankruptcyData.com reported that Ciber filed with the U.S.
Bankruptcy Court a motion for entry of an order approving the
Debtors' key employee incentive plan (KEIP) and key employee
retention plan (KERP).  The KEIP, KERP motion explains, "Under the
proposed KEIP, the KEIP Participants would be eligible to receive
an incentive payment (the 'KEIP Payment') corresponding to the
incremental value generated by the KEIP Participants for the
benefit of all creditors.  The 'threshold' KEIP Payment is not
earned unless the Debtors outperform the DIP budget by generating
at least $2 million of incremental cash flow and close the Sale at
a price at least equal to the Sale consideration offered by the
Stalking Horse Bidder (the 'Stalking Horse Bid'). All other KEIP
Payments are tied to obtaining additional Sale consideration or
recovering other non-operating receipts (collectively, 'Incremental
Proceeds').  The payout structure for the KEIP Payments is as
following: The performance level 'threshold' for the performance
metric of the stalking horse bid & outperform DIP budget by $2M
with 15% base salary the total cost is $235,950; for 'Tier 1' with
the performance metric of $5M of incremental proceeds with 25% base
salary the total cost is $393,250; for 'Tier 2' with the
performance metric of $10M of incremental proceeds with 50% base
salary the total cost is $786,500 and for 'Stretch' with the
performance metric of $25M of incremental proceeds with 100% base
salary, the total cost is $1,573,000.  Pursuant to the proposed
KERP, the KERP Participants would be eligible to receive retention
payments (the 'KERP Payments') in 3 equal instalments on May 31,
2017, August 31, 2017, and November 30, 2017 (each, a 'KERP Payment
Date'). The KERP includes a discretionary pool of $200,000 that
would be established to provide retention payments to other
critical employees that are neither KERP Participants nor insiders.
A high level summary of the proposed KERP is as follows: For the
program 'KERP' with 17 participants the total cost is $407,891 with
cost of $23,994 per participant; for the 'Discretionary Pool' with
to be determined participants the total cost is $200,000; and for
the 'Total' program with to be determined participants the total
cost is $607,891."  The Court scheduled a May 15, 2017 hearing to
consider the KEIP, KERP motion with objection due by May 8, 2017.

                       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.

On April 19, 2017, the U.S. Trustee appointed 3 creditors to serve
in the official unsecured creditors committee in the Debtor's case.


CLAYTON WILLIAMS: Completes Merger with Noble Energy
----------------------------------------------------
Wild West Merger Sub, Inc., an indirect, wholly owned subsidiary of
Noble Energy, Inc., completed its merger with and into Clayton
Williams Energy, Inc., as a result of which CWEI became an
indirect, wholly owned subsidiary of Noble.  On April 25, 2017,
CWEI merged with and into NBL Permian LLC, an indirect, wholly
owned subsidiary of Noble, with NBL Permian LLC continuing as the
surviving company.

In connection with the Merger, on the Closing Date, CWEI terminated
all commitments and repaid all amounts outstanding under the Third
Amended and Restated Credit Agreement, dated as of April 23, 2014,
among CWEI, as borrower, certain subsidiaries of CWEI, as
guarantors, the lenders party thereto and JPMorgan Chase Bank,
N.A., as administrative agent.

Also in connection with the Merger, on the Closing Date, CWEI
terminated all commitments and repaid all amounts outstanding under
the Credit Agreement, dated as of March 8, 2016 (as amended,
supplemented or otherwise modified to date), by and among CWEI, as
borrower, certain subsidiaries of CWEI, as guarantors, each of the
lenders from time to time party thereto, and Wilmington Trust,
National Association, as administrative agent.

Pursuant to the Merger, each share of common stock, par value $0.10
per share, of CWEI issued and outstanding (other than CWEI Common
Shares held in treasury and CWEI Common Shares held by stockholders
who properly complied in all respects with the provisions of
Section 262 of the General Corporation Law of the State of Delaware
as to appraisal rights), and each unexercised warrant to purchase
or otherwise acquire CWEI Common Shares, was converted into the
right to receive, at the election of the stockholder or warrant
holder, as applicable, and subject to proration as described below,
one of the following forms of consideration:

   * for each CWEI Common Share, one of (i) 3.7222 shares of
     common stock, par value $0.01 per share, of Noble; (ii)(A)
     $34.75 in cash (subject to applicable withholding tax),
     without interest and (B) 2.7874 Noble Common Shares; or (iii)
     $138.39 in cash (subject to applicable withholding tax),
     without interest; and

   * for each CWEI Warrant, one of (i) the Share Consideration in
     respect of the number of CWEI Common Shares that would be
     issued upon a cashless exercise of such CWEI Warrant
     immediately prior to the effective time of the Merger; (ii)
     the Mixed Consideration in respect of the number of Warrant
     Notional Common Shares represented by such CWEI Warrant; or  

     (iii) the Cash Consideration in respect of the number of
     Warrant Notional Common Shares represented by such CWEI
     Warrant.

No fractional Noble Common Shares will be issued in the Merger, and
holders of CWEI Common Shares will, instead, receive cash in lieu
of fractional  Common Shares, if any.  The Merger Consideration is
subject to proration so that the aggregate Merger Consideration
paid in respect of all CWEI Common Shares and CWEI Warrants
consists of 75%  Common Shares and 25% cash.  The Company will
announce the final election and proration results once available.

On the Closing Date, each CWEI preferred share issued and
outstanding immediately prior to the effective time of the Merger
was converted into the right to receive cash in an amount equal to
$1.00 (subject to applicable withholding tax), without interest.

In connection with the completion of the Merger, on April 24, 2017
CWEI notified the New York Stock Exchange that each outstanding
CWEI Common Share was converted in the Merger into the right to
receive the Merger Consideration and has requested that the NYSE
withdraw the listing of CWEI Common Shares.  CWEI requested that
the NYSE file a notification of removal from listing on Form 25
with the SEC with respect to the delisting of the CWEI Common
Shares. CWEI Common Shares ceased being traded following the
closing of the market on Monday, April 24, 2017, and will no longer
be listed on the NYSE.  On April 25, 2017, the NYSE filed the
notification of removal from listing on Form 25 with the SEC.

On the Closing Date, each CWEI Common Share issued and outstanding
immediately prior to the effective time of the Merger (other than
CWEI Common Shares held in treasury and CWEI Common Shares held by
stockholders who properly comply in all respects with the
provisions of Section 262 of the DGCL as to appraisal rights) and
each CWEI Warrant issued and outstanding as of the effective time
of the Merger were converted into the right to receive, at the
election of the common stockholder or warrant holder, as
applicable, but subject to proration, the relevant Merger
Consideration.

On the Closing Date, each CWEI preferred share issued and
outstanding immediately prior to the effective time of the Merger
was converted into the right to receive cash in an amount equal to
$1.00 (subject to applicable withholding tax), without interest.

On the Closing Date, in connection with the Merger and pursuant to
the Merger Agreement, each option to purchase or otherwise acquire
CWEI Common Shares that was outstanding immediately prior to the
effective time of the Merger vested and was converted into the
right to receive the number of Noble Common Shares, rounded down to
the nearest whole share, equal to the quotient of (i) the product
of (A) the number of CWEI Common Shares subject to the CWEI Option,
multiplied by (B) the amount, if any, by which the per share
closing trading price of CWEI Common Shares on the business day
immediately before the effective time of the Merger exceeds the
exercise price per CWEI Common Share otherwise purchasable pursuant
to the CWEI Option immediately prior to the effective time of the
Merger, divided by (ii) $34.672, the average of the closing sale
prices of a Noble Common Share as reported on the NYSE for the ten
consecutive full trading days, ending at the close of trading on
April 21, 2017, the full trading day immediately preceding the
Closing Date.  If such calculation results in zero or a negative
number, the applicable CWEI Option shall be forfeited for no
consideration.

In connection with the Merger, restricted CWEI Common Shares
outstanding immediately prior to the effective time of the Merger
were converted into the right to receive a number of restricted
Noble Common Shares equal to the number of CWEI Restricted Shares
multiplied by the share-election exchange ratio of 3.7222, rounded
up to the nearest whole share, and subject to the same vesting,
repurchase and other restrictions as the applicable CWEI Restricted
Shares.

In connection with the consummation of the Merger, on the Closing
Date, each of CWEI's directors and officers immediately prior to
the effective time of the Merger ceased to be directors and
officers of CWEI.  In accordance with the terms of the Merger
Agreement, immediately following the effective time of the Merger,
NBL Permian, being the sole stockholder of CWEI following the
effective time of the Merger, acting by written consent appointed
John A. Huser, Donald G. Moore and Charles J. Rimer as directors,
and the board of directors then appointed Charles J. Rimer as
President and chief executive officer, Timothy K. Baumgart as vice
president and chief operating officer, Kevin E. Haggard as vice
president and treasurer, John A. Huser as vice president - finance,
Amy E. Jolley as vice president - tax, Donald G. Moore as vice
president, R. Mark Patterson as vice president, Aaron G. Carlson as
secretary, Harry R. Beaudry as assistant secretary, and Bernard P.
Castro as assistant treasurer.

Immediately following the effective time of the Second Merger, NBL
Texas, LLC, being the sole member of NBL Permian, acting by written
consent and in accordance with the terms of the limited liability
company agreement, amended Section 7.2(a) of the limited liability
company agreement of NBL Permian to replace "one Manager" with
"three Managers," and appointed John A. Huser, Donald G. Moore and
Charles J. Rimer as managers of the Company, and the board of
managers then appointed Charles J. Rimer as President, Timothy K.
Baumgart as Vice President, Kevin E. Haggard as vice president and
treasurer, John A. Huser as vice president - Finance, Amy E. Jolley
as vice president - Tax, Donald G. Moore as Vice President, R. Mark
Patterson as Vice President, Aaron G. Carlson as Secretary, Harry
R. Beaudry as Assistant Secretary, and Bernard P. Castro as
assistant treasurer.

In connection with the Merger, on the Closing Date, CWEI called for
redemption all of the then outstanding 7.75% Senior Notes due 2019,
the indenture governing the CWEI Notes was satisfied and discharged
in accordance with the terms thereof and the Company, each of the
subsidiary guarantors and the trustee for the CWEI Notes entered
into a supplemental indenture to confirm certain obligations under
the indenture in connection with the Merger.

             Deregistration of Unsold Securities

Clayton Williams filed with the Securities and Exchange Commission
post-effective amendment relating to these registration statements
on Form S-8:

   * Registration Statement (File No. 33-68318), as amended by the
     Post-Effective Amendment on Form S-8, registering 600,000
     shares of common stock, par value $0.10, of Clayton Williams
     Energy, Inc., a Delaware corporation, for the 1993 Stock
     Compensation Plan of Clayton Williams Energy, Inc.;

   * Registration Statement (File No. 33-68316), as amended by the
     Post-Effective Amendment on Form S-8, registering shares of
     Common Stock of CWEI for the Outside Directors Stock Option
     Plan of Clayton Williams Energy, Inc.;

   * Registration Statement (File No. 333-16675) registering
     600,000 shares of Common Stock of CWEI for the 1993 Stock
     Compensation Plan of Clayton Williams Energy, Inc.;

   * Registration Statement (File No. 333-213293) registering
     1,700,000 shares of Common Stock of CWEI for the Clayton   
     Williams Energy, Inc. Long Term Incentive Plan;

   * Registration Statement (File No. 33-68320) registering shares

     of Common Stock of CWEI for the Bonus Incentive Plan of
     Clayton Williams Energy, Inc.;

   * Registration Statement (File No. 33-69688) registering shares

     of Common Stock of CWEI for the Clayton Williams Energy, Inc.

     401(k) Plan & Trust;

   * Registration Statement (File No. 33-92834) registering shares
     of Common Stock of CWEI for the Executive Incentive Stock   
     Compensation Plan of Clayton Williams Energy, Inc.;

In connection with the merger, the Company has terminated all
offerings of the Common Stock pursuant to the Registration
Statements and in connection with the following plans of CWEI:

   * 1993 Stock Compensation Plan of Clayton Williams Energy, Inc.

   * Outside Directors Stock Option Plan of Clayton Williams
     Energy, Inc.

   * Clayton Williams Energy, Inc. Long Term Incentive Plan

   * Executive Incentive Stock Compensation Plan of Clayton
     Williams Energy, Inc.

   * Clayton Williams Energy, Inc. 401(k) Plan & Trust

   * Bonus Incentive Plan of Clayton Williams Energy, Inc.

                        Special Meeting

A special meeting of the stockholders of CWEI was held on
April 24, 2017, at which the stockholders (a) adopted the Agreement
and Plan of Merger dated Jan. 13, 2017, between Noble, CWEI, Merger
Sub and the Company and (b) approved, on an advisory basis, the
payments that will or may be paid by CWEI to its named executive
officers in connection with the Merger.

                    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.


CLUB MOTHERSHIP: Taps Debbie Filipovitch of Amorcil as Bookkeeper
-----------------------------------------------------------------
Club Mothership NP seeks approval from the U.S. Bankruptcy Court
for the Southern District of Texas to hire a bookkeeper.

The Debtor proposes to hire Debbie Filipovitch of Amorcil Business
Group, LLC to, among other things, assist in providing financial
information for its bankruptcy plan, gather information for the
income and sales tax returns, and assist in the preparation of
payroll tax returns.

Ms. Filipovitch will be paid an hourly fee of $65 or up to $1,500
per month, and will be reimbursed for work-related expenses.

Ms. Filipovitch is a "disinterested person" as defined in section
101(14) of the Bankruptcy Code, according to court filings.

Ms. Filipovitch maintains an office at:

     Debbie Filipovitch
     Amorcil Business Group, LLC
     3 Yellowood Court
     The Woodlands, TX 77380
     Tel: (713) 726-4897

The Debtor is represented by:

     Reese W. Baker, Esq.
     Baker & Associates
     5151 Katy Freeway, Suite 200
     Houston, TX 77007
     Phone: (713) 869-9200
     Email: courtdocs@bakerassociates.net

                     About Club Mothership NP

Club Mothership NP sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S.D. Texas Case No. 17-31856) on March 30,
2017.  The petition was signed by Chris Cusack, president.  

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


COMSTOCK RESOURCES: Will Offer $750 Million Worth of Securities
---------------------------------------------------------------
Comstock Resources, Inc., filed a Form S-3 registration statement
with the Securities and Exchange Commission relating to the
offering of $750 million of the Company's:

     * shares of common stock;

     * shares of preferred stock;

     * debt securities;

     * warrants; and/or

     * units consisting of combinations of any of the foregoing.

The Company's debt securities may be guaranteed by Comstock Oil &
Gas, LP, Comstock Oil & Gas-Louisiana, LLC, Comstock Oil & Gas GP,
LLC, Comstock Oil & Gas Investments, LLC, or Comstock Oil & Gas
Holdings, Inc., each a wholly-owned subsidiary of Comstock
Resources, Inc.

The Company may offer the securities directly, through agents
designated from time to time, to or through underwriters or
dealers, or through a combination of these methods.  If any agents
or underwriters are involved in the sale of any of the securities,
their names, and any applicable purchase price, fee, commission or
discount arrangement between or among them, will be set forth, or
will be calculable from the information set forth, in the
applicable prospectus supplement.

The Company's common stock is traded on the New York Stock Exchange
under the symbol "CRK."

A full-text copy of the Form S-3 is available for free at:

                      https://is.gd/9X2Kg3   

                    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.


COOPER-STANDARD: Proposed Loan Amendment No Impact on Moody's CFR
-----------------------------------------------------------------
Moody's Investors Service said that Cooper-Standard Automotive
Inc.'s (Cooper-Standard, B1 stable) announcement that it is
proposing to amend its term loan agreement is credit positive but
does not currently impact Cooper-Standard's B1 Corporate Family
Rating, or stable rating outlook.

Cooper-Standard, headquartered in Novi, Mich., is a leading global
supplier of systems and components for the automotive industry.
Products include sealing, fuel and brake delivery, fluid transfer,
and anti-vibration systems. Cooper-Standard employs more than
30,000 employees with 123 facilities in 20 countries around the
world. The company had net sales of $3.5 billion in fiscal year
2016.


COPIA PARTNERS: Case Summary & 17 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Copia Partners LLC
        3276 Democrat Drive
        Memphis, TN 38118

Case No.: 17-23736

Business Description: Founded in 2012, Copia Partners --
                      http://www.copiaproducts.com/-- is a  
                      manufacturer  of consumable licensed
                      products for babies and disposable
                      tablewares.  The Company's products
                      include baby wipes, baby bottles,
                      pacifiers and utensils.  

Chapter 11 Petition Date: April 26, 2017

Court: United States Bankruptcy Court
       Western District of Tennessee (Memphis)

Judge: Hon. Jennie D. Latta

Debtor's Counsel: Steven Lee Lefkovitz, Esq.
                  LEFKOVITZ & LEFKOVITZ
                  618 Church Street, #410
                  Nashville, TN 37219
                  Tel: 615-256-8300
                  Fax: 615-255-4516
                  E-mail: slefkovitz@lefkovitz.com

Total Assets: $1.16 million

Total Liabilities: $2.29 million

The petition was signed by Wade Whitley, CEO.

A copy of the Debtor's list of 17 largest unsecured creditors is
available for free at http://bankrupt.com/misc/tnwb17-23736.pdf


COSHOCTON MEMORIAL: Files Chapter 11 Plan of Liquidation
--------------------------------------------------------
Coshocton Country Memorial Hospital Association, n/k/a CH
Liquidation Association, filed with the U.S. Bankruptcy Court for
the Northern District of Ohio a disclosure statement dated April
24, 2017, for the Debtor's Chapter 11 plan of liquidation.

Class 4 - Allowed General Unsecured are impaired under the Plan and
will receive on the Plan Distribution Date, in full satisfaction of
the claims, a pro rata share of the net proceeds of the liquidation
trust assets.

All cash necessary to make payments and Plan Distributions under
the Plan will be obtained from current cash or the liquidation of
Liquidation Trust Assets (including the proceeds of any Tort Claims
and related Insurance Policies).

On the Effective Date, the authority, power and incumbency of the
Debtor will terminate, and vest in the Liquidation Trustee and
Debtor Representative, and all Assets of the Debtor not sold to the
Buyer or otherwise distributed in accordance with the Plan,
including, without limitation, the avoidance actions, will become
assets of the Liquidation Trust.

The Liquidation Trustee will, among other things, (a) sell, lease,
license, liquidate, abandon or otherwise dispose of Liquidation
Trust Assets; (b) prosecute through judgment and settle any Causes
of Action (including Avoidance Actions) and any defense asserted by
the Liquidation Trust in connection with any counterclaim or cross
claim asserted against the Liquidation Trust; (c) calculate and
make distributions required under the Plan to be made from the
Liquidation Trust Assets; (d) file all required tax returns, and
pay obligations on behalf of the Liquidation Trust from the
Liquidation Trust Assets; (e) otherwise administer the Liquidation
Trust; (f) file quarterly reports with the Court with respect to
the expenditures, receipts, and distributions of the Liquidation
Trust; and (g) perform other responsibilities as may be vested in
the Liquidation Trustee pursuant to the Liquidation Trust
Agreement, the Confirmation Order, or as may be necessary and
proper to carry out the provisions of the Plan relating to the
Liquidation Trust.

On the Effective Date, the Oversight Committee will be formed.  The
purpose of this group will be to advise and assist the Liquidation
Trustee in the implementation and administration of the Liquidation
Trust pursuant to the Liquidation Trust Agreement and the Plan.

On the Effective Date, the ASA Committee will be formed.  The
purpose of this group will be to continue to monitor and enforce
(at its option and discretion) the buyer's post-closing obligations
under the Asset Sale Agreement related to the continued operation
of a full service hospital in Coshocton County, Ohio.  A list of
the proposed members of the ASA Committee will be filed with the
Court as a plan document.

The Disclosure Statement is available at:

         http://bankrupt.com/misc/ohnb16-51552-390.pdf

                About CH Liquidation Association

Coshocton County Memorial Hospital Association aka CCMH aka
Coshocton Hospital aka Coshocton County Memorial Hospital operates
a general acute care not-for-profit hospital in Coshocton, Ohio.
The hospital has been designated as a Sole Community Hospital and
is licensed for 56 beds.  In addition to the main hospital
facility, the Debtor has a number of primary care and specialty
physician clinics.  The Debtor has annual net revenue of more than
$50 million and employs more than 400 individuals.  The hospital is
located in eastern central Ohio between Columbus and Pittsburgh and
is the only hospital within 25 miles.  It has been serving the
healthcare needs of the community for more than 100 years.

Coshocton County Memorial Hospital Association filed a voluntary
petition under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ohio
Case No. 16-51552) on June 30, 2016.  The petition was signed by
Lorri Wildi, chief executive officer.  The case is pending before
Judge Alan M. Koschik.

The Debtor estimated assets at $10 million to $50 million and
liabilities at $10 million to $50 million.

Maria Carr, Esq., Michael J. Kaczka, Esq., and Sean D. Malloy,
Esq., at McDonald Hopkins LLC serves as the Debtor's counsel.
Garden City Group, LLC, is the Debtor's notice, claims and
balloting agent.

On July 8, 2016, the U.S. Trustee for Region 9 appointed four
creditors of Coshocton County Memorial Hospital Association to
serve on the official committee of unsecured creditors.  

Prime Healthcare Foundation and Coshocton County Memorial Hospital
on Nov. 1, 2016, disclosed that Prime has completed its acquisition
of Coshocton County Memorial Hospital.  The hospital will retain a
local governing board and not-for-profit status as a member of the
Prime Healthcare Foundation, an affiliate of Prime Healthcare.  As
a result of the sale, the hospital is now known as Coshocton
Regional Medical Center.


COSI INC: Court Confirms First Amended Chapter 11 Plan
------------------------------------------------------
BankruptcyData.com reported that the U.S. Bankruptcy Court approved
Cosi's First Amended Chapter 11 Plan. According to the documents
filed with the Court, "The Plan provides for the reorganization of
the Debtors and for their continued existence as the Reorganized
Debtors with 100% of the stock of the Reorganized Debtors being
owned by the Debtor' prepetition Noteholders and the distribution
of Cash provided by an affiliate of such Noteholders to creditor.
More specifically, after confirmation, the Debtors will continue
operating their business, but the Debtors will have new ownership
and a new capital structure, which will have been accomplished
through confirmation of the Plan . . . the Plan is structured as
what is commonly referred to as a 'pot plan' in that the Debtors
have determined the value of their collective Business operations
through the  sale process in which LIMAB . . . was the successful
bidder for substantially all of the Debtors' assets, and that value
will be paid in to the Liquidating Trust to be distributed by the
Liquidating Trustee to the Debtor's creditors."

                      About Cosi Inc.

Cosi, Inc., is an international fast-casual restaurant company
featuring its crackly-crust flatbread and specializing in a variety
of made-to-order hot and cold sandwiches, salads, bowls, breakfast
wraps, "Squagels" (square bagels), melts, soups, flatbread pizzas,
S'mores, snacks, deserts and a large offering of handcrafted,
coffee-based, and specialty beverages.  

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

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

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

The Debtors tapped Joseph H. Baldiga, Esq., and Paul W. Carey,
Esq., at Mirick, O'Connell, DeMallie & Lougee, LLP, as counsel; DLA
Piper LLP (US) as special counsel; The O'Connor Group as financial
consultant; BDO USA, LLP, as auditor and accountant; and Randy
Kominsky of Alliance for Financial Growth, Inc., as chief
restructuring officer.  

The Office of the U.S. Trustee appointed an official committee of
unsecured creditors.  The committee is represented by Lee
Harrington, Esq., at Nixon Peabody LLP.  Deloitte Financial
Advisory Services LLP serves as its financial advisor.


COSI INC: Wants Shareholders' Over $2.3M Claims Disallowed
----------------------------------------------------------
Rick Archer, writing for Bankruptcy Law360, reports that Cosi Inc.
filed an objection to more than $2.3 million in claims by equity
shareholders, saying that the claims should be disallowed as equity
and derivative claims.

Law360 relates that former Cosi executive Robert Dourney asked the
Court to deny the Debtor's assumption of his noncompete agreement.

                       About Cosi Inc.

Cosi, Inc., is an international fast-casual restaurant company
featuring its crackly-crust flatbread and specializing in a variety
of made-to-order hot and cold sandwiches, salads, bowls, breakfast
wraps, "Squagels" (square bagels), melts, soups, flatbread pizzas,
S'mores, snacks, deserts and a large offering of handcrafted,
coffee-based, and specialty beverages.  

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

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

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

The Debtors tapped Joseph H. Baldiga, Esq., and Paul W. Carey,
Esq., at Mirick, O'Connell, DeMallie & Lougee, LLP, as counsel; DLA
Piper LLP (US) as special counsel; The O'Connor Group as financial
consultant; BDO USA, LLP, as auditor and accountant; and Randy
Kominsky of Alliance for Financial Growth, Inc., as chief
restructuring officer.  

The Office of the U.S. Trustee appointed an official committee of
unsecured creditors.  The committee is represented by Lee
Harrington, Esq., at Nixon Peabody LLP.  Deloitte Financial
Advisory Services LLP serves as its financial advisor.


CSI COMPRESSCO: Moody's Cuts CFR to B3; Outlook Stable
------------------------------------------------------
Moody's Investors Service downgraded CSI Compressco LP's
(Compressco) Corporate Family Rating (CFR) to B3 from B2 and its
Probability of Default Rating (PDR) to B3-PD from B2-PD. Moody's
affirmed Compressco's Caa1 senior unsecured notes rating and SGL-3
Speculative Grade Liquidity Rating. The outlook was changed to
stable from negative.

"While Compressco has demonstrated relatively stable cash flows,
underpinned by services that enhance production and facilitate
natural gas gathering and transportation, the company's leverage
metrics remain persistently high," stated Amol Joshi, Moody's Vice
President.

Issuer: CSI Compressco LP

Rating Downgrades:

-- Corporate Family Rating, downgraded to B3

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

Affirmations:

-- Senior Unsecured Notes, affirmed Caa1 (LGD 5)

-- Speculative Grade Liquidity Rating, affirmed SGL-3

Outlook Action:

-- Outlook, Changed To Stable From Negative

RATINGS RATIONALE

Compressco's B3 CFR reflects Moody's expectations of gradually
recovering EBITDA and leverage metrics over time, while
Compressco's customers' credit quality strengthens due to higher
oil and gas prices. Compressco's rating also considers the
company's market position as one of the leading providers of
compression services and its asset base of almost 6,000 compressors
with over 1.1 million of total fleet horsepower. While still
relatively small, Compressco's 2014 acquisition of Compressor
Systems, Inc. positioned the company to compete with similar
service providers including Archrock Partners, L.P. (Archrock, B1
stable). The CFR is supported by the company's relatively stable
cash flows, underpinned by services that enhance oil and gas
production and recoverable reserves, and facilitate natural gas
gathering and transportation. It also reflects the volatility of
new unit sales, representing roughly 17% of its 2016 revenues and
its dependence on commodity prices, although new unit sales'
relatively low margins compared to compression services reduces its
impact on margin volatility. The rating also considers the
structural risks inherent in the MLP business model characterized
by high distribution pay-outs.

The Caa1 senior unsecured notes rating reflects the size of the
asset-based revolver's potential priority claim relative to the
senior unsecured notes, which results in the notes being rated one
notch beneath the B3 CFR under Moody's Loss Given Default (LGD)
Methodology. If the proportion of secured debt to senior unsecured
notes increases in the future and remains high for an extended
period, the company's senior unsecured notes could get downgraded.
Compressco's debt obligations are non-recourse to its general
partnership owner Tetra Technologies, Inc. (Tetra, not rated), and
are therefore evaluated on a standalone basis in terms of Moody's
LGD analysis.

Compressco should have adequate liquidity through 2017. The company
had $20.8 million of cash and $85 million available under its
asset-based revolving credit facility at December 31, 2016.
Compressco's revolver is subject to financial covenants inclusive
of a maximum Total Debt/EBITDA ratio, maximum Total Secured
Debt/EBITDA ratio and minimum EBITDA/Interest Expense ratio. While
Compressco will likely be unable to comply with the Total
Debt/EBITDA covenant in the near-term, Moody's expects the company
to be able to re-negotiate this financial covenant and remain in
covenant compliance through 2017. There are no debt maturities
until 2019 when the credit facility matures. Compressco has limited
other sources of liquidity, given that its assets are encumbered.

The stable outlook reflects Moody's expectation that Compressco's
business gradually recovers and the company will be able to
re-negotiate its covenants. The ratings could be considered for an
upgrade if Compressco's debt-to-EBITDA approaches 5x, while EBITDA
is sustained above $100 million with a distribution coverage ratio
above 1.1x. If Compressco's total leverage ratio rises above 6.5x
or interest coverage falls below 2.0x, then the ratings could be
downgraded. The ratings could also be downgraded if liquidity
significantly deteriorates.

Headquartered in The Woodlands, TX, CSI Compressco LP is a publicly
traded master limited partnership (MLP) providing primarily
compression-based production enhancement services, and is
controlled by Tetra Technologies, Inc. through its 2% General
Partnership stake and approximately 43% Limited Partnership
interest.

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



CT TECHNOLOGIES: S&P Affirms 'B' CCR & Revises Outlook to Negative
------------------------------------------------------------------
S&P Global Ratings revised the outlook to negative from stable and
affirmed its 'B' corporate credit rating on Alpharetta, Ga.-based
CT Technologies Intermediate Holdings Inc. (operating as CIOX
Health).

At the same time, S&P assigned its 'CCC+' issue-level rating and
'6' recovery rating to the company's proposed $100 million senior
secured second-lien term loan due 2022.  The '6' recovery rating
indicates S&P's expectation of negligible (0%-10%; rounded estimate
0%) recovery for the second-lien debt holders in the event of
default.  In addition, S&P affirmed its issue-level ratings on the
existing first-lien debt with the recovery ratings unchanged at
'3', indicating S&P's expectation of meaningful (50%-70%; rounded
estimate 60%) recovery in the event of a default.

"The outlook revision is primarily based on higher-than-expected
integration-related operating expenses that CIOX incurred over the
past year, leading to adjusted leverage above the current downside
threshold of 7x," said S&P Global Ratings credit analyst Geoffrey
Wilson.


CTI BIOPHARMA: Expands License Agreement with Servier for PIXUVRI
-----------------------------------------------------------------
Servier and CTI BioPharma Corp. jointly announced that they agreed
to expand their existing license and development collaboration
agreement for PIXUVRI (pixantrone).  Under this expanded agreement,
Servier will have rights to PIXUVRI in all markets except the US,
where CTI BioPharma will retain the commercialization rights.
Servier will pay CTI BioPharma EUR12 million with the potential for
CTI BioPharma to receive EUR76 million in additional sales and
regulatory milestone payments as well as royalties on net product
sales.

PIXUVRI has been granted conditional marketing authorization from
the European Commission for the treatment of adult patients with
multiply relapsed or refractory aggressive non-Hodgkin B-cell
lymphoma (NHL).  As a specific post-authorization requirement,
PIXUVRI is currently being investigated in a Phase III clinical
trial, PIX306.  If positive, the results from this trial will
confirm the treatment's current indication and could support
broader indications.

In 2014, CTI granted Servier rights to commercialize the drug
globally except in Austria, Denmark, Finland, Germany, Israel,
Norway, Sweden, Turkey, UK and the US. With this expanded
agreement, which provides Servier's rights to all markets except
the US, the companies will continue to work closely together to
build the efficacy and safety evidence for PIXUVRI and to ensure
that as many eligible patients as possible are benefitting from
it.

"Over the past three years, we have worked hand in hand with our
partner, CTI BioPharma, to bring new treatment options to patients
in Europe," said U. Marion Schrenk, MD, Head of Therapeutic Area
Oncology of Servier.  "We are looking forward to leveraging our
expertise in these additional markets to ensure more eligible
patients have access to PIXUVRI.  Oncology is an important focus
for us, and we are fully committed to working with our partners,
researchers and scientists to provide patients with novel
therapeutic options in areas with high unmet needs."

"Servier is an important strategic partner for us and has helped
bring PIXUVRI to many patients," said Adam R. Craig, president and
CEO of CTI BioPharma.  "We look forward to our expanded partnership
as we aim to complete the PIX306 trial in the near-term."

                   About PIXUVRI (pixantrone)

PIXUVRI is a cytotoxic medicine that works by interfering with the
DNA within cells and preventing them from making more copies of
DNA.  This means that the cancer cells in B-cell NHL cannot divide
and eventually die.

PIXUVRI is conditionally approved in the EU as monotherapy for the
treatment of adult patients with multiply relapsed or refractory
aggressive B-cell NHL.  The benefit has not been established in
patients when used as fifth line or greater chemotherapy in
patients who are refractory to last therapy.

                      About CTI BioPharma

CTI BioPharma Corp. (NASDAQ and MTA: CTIC) --
http://www.ctibiopharma.com/-- formerly known as Cell
Therapeutics, Inc., is a biopharmaceutical company focused on the
acquisition, development and commercialization of novel targeted
therapies covering a spectrum of blood-related cancers that offer a
unique benefit to patients and healthcare providers. The Company
has a commercial presence in Europe and a late-stage
development pipeline, including pacritinib, CTI's lead product
candidate that is currently being studied in a Phase 3 program for
the treatment of patients with myelofibrosis.  CTI BioPharma is
headquartered in Seattle, Washington, with offices in London and
Milan under the name CTI Life Sciences Limited.

CTI Biophrma reported a net loss attributable to common
shareholders of $52 million on $57.40 million of total revenues for
the year ended Dec. 31, 2016, compared to a net loss attributable
to common shareholders of $122.6 million on $16.11 million of total
revenues for the year ended Dec. 31, 2015.

The Company's balance sheet at Dec. 31, 2016, showed $63.84 million
in total assets, $56.08 million in total liabilities and $7.75
million in total shareholders' equity.

"We will need to continue to conduct research, development, testing
and regulatory compliance activities with respect to our compounds
and ensure the procurement of manufacturing and drug supply
services, the costs of which, together with projected general and
administrative expenses, is expected to result in operating losses
for the foreseeable future.  Additionally, we have resumed primary
responsibility for the development and commercialization of
pacritinib as a result of the termination of the Pacritinib License
Agreement in October 2016, and we will no longer be eligible to
receive cost sharing or milestone payments for pacritinib's
development from Baxalta.  We have incurred a net operating loss
every year since our formation.  As of December 31, 2016, we had an
accumulated deficit of $2.2 billion, and we expect to incur net
losses for the foreseeable future.  Our available cash and cash
equivalents were $44.0 million as of December 31, 2016.  We believe
that our present financial resources, together with payments
projected to be received under certain contractual agreements and
our ability to control costs, will only be sufficient to fund our
operations into the third quarter of 2017. This raises substantial
doubt about our ability to continue as a going concern," the
Company stated in its annual report for the year ended Dec. 31,
2016.


DIGICEL GROUP: Moody's Affirms B2 CFR; Outlook Remains Stable
-------------------------------------------------------------
Moody's Investors Service has affirmed the B2 corporate family
rating (CFR) and B2-PD probability of default rating (PDR) of
Digicel Group Limited following the issuance of bank credit
facilities by its subsidiary Digicel International Finance Limited.
Moody's has assigned a Ba2 (LGD-1) rating, to DIFL's new $635
million term loan B, $100 million revolving credit facility and
$300 million term loan A. The proceeds will be used to repay an
$837 million credit facility at DIFL as well as for general
corporate purposes. Moody's has also affirmed the B1 (LGD-3) rating
on the unsecured notes of Digicel Limited ("DL") and the Caa1
(LGD-5) rating on the unsecured notes of DGL. The outlook remains
stable.

Assignments:

Issuer: Digicel International Finance Limited

-- Senior Secured Bank Credit Facility, Assigned Ba2 (LGD 1)

Affirmations:

Issuer: Digicel Group Limited

-- Probability of Default Rating, Affirmed B2-PD

-- Corporate Family Rating, Affirmed B2

-- Senior Unsecured Regular Bond/Debenture, Affirmed Caa1 (LGD 5)

Issuer: Digicel Limited

-- Senior Unsecured Regular Bond/Debenture, Affirmed B1 (LGD 3)

Outlook Actions:

Issuer: Digicel Group Limited

-- Outlook, Remains Stable

Issuer: Digicel Limited

-- Outlook, Remains Stable

RATINGS RATIONALE

Digicel's B2 CFR reflects its product and geographic
diversification, good margins, and leading market position. Digicel
remains the largest wireless telecommunications carrier in the
Caribbean holding the number one market position in 19 of its 25
Caribbean markets. Over the last several years, Digicel has
expanded its service offering, mainly through M&A, to diversify
revenues across business solutions, cable TV and broadband and
media distribution since growth opportunities in these areas are
now larger than in mobile. Digicel is undertaking a business
transformation project that aims to reduce operating expenses by
centralizing common support functions. The company expects to
achieve significant headcount related expense savings and a working
capital benefit from this project, which it has named "Project
Swan." In addition, Digicel has entered into a five year agreement
with ZTE for network equipment that it expects to result in more
predictable capital spending.

Digicel's rating is constrained by its high leverage of
approximately 6.5x (Moody's adjusted, 12/31/16) and aggressive
financial policy, which includes frequent debt funded acquisitions
and opportunistic dividend payments. Additionally, Digicel's
ratings are negatively impacted by its negative free cash flow,
despite high margins, due to high capital intensity and interest
costs. Despite modest underlying growth in constant currencies,
Digicel's reported revenue and EBITDA have posted year-over-year
declines for the past seven quarters. Dollar strength has moderated
in 2017 but currency translation risk may continue to negatively
affect Digicel in the near term, especially in the company's three
largest geographies: Jamaica, Haiti and Papua New Guinea.

Moody's views Digicel as having adequate liquidity and expects the
company to have approximately $200 million in cash and full access
to the new $100 million revolving credit facility issued by DIFL at
the close of this refinancing transaction. Digicel generated
negative free cash flow in both fiscal 2016 (ended 3/31/16) and
fiscal 2017 (ended 3/31/17) due to elevated capex, but Moody's
expects the company to reduce its cash burn in fiscal 2018 (ended
3/31/18) and approach breakeven. The company is in the final stages
of network expansions/upgrades, fiber-to-the-home and cable
expansions, upgrading acquired cable businesses, and 4G rollouts in
the Caribbean and Pacific geographies. Moody's projects Digicel
will continue to spend heavily on capex in FY18 but to a lesser
degree due to the completion of capital initiatives and Digicel
should transition to positive free cash flow in the FY18-FY19
period.

Digicel maintains a $150 million unrated senior secured credit
facility at its Digicel Pacific Ltd. subsidiary due in August of
2017. Moody's believes a portion of the proceeds raised from the
new credit facilities may be used to repay the upcoming maturity in
addition to cash on hand. The credit agreement governing the new
bank facilities has two maintenance-based financial covenants
(applicable only to the TLA) and Moody's expects Digicel to have
adequate cushion under these covenants over the next 12 to 18
months. Digicel's maturity profile offers a short runway for an
improvement in leverage and cash flow before maturities ramp
sharply in 2020, when $2.25 billion of debt matures ($250m at DL in
Feb. '20 and $2.0b at DGL in Sep. '20). Beyond 2020 Digicel faces
$1 billion or more in annual maturities through 2023. Moody's will
assess the company's progress towards reducing these maturity
towers during 2017 and 2018.

The ratings of Digicel's individual creditor classes reflect
Moody's assessment of the average probability of default across the
group and individual loss-given-default assessments of the debt
classes. Moody's rates DIFL's senior secured credit facilities Ba2
(LGD-1) due to their senior position relative to the company's
primary assets. Moody's rates senior unsecured notes issued by DL
as B1 (LGD-3) due to their intermediate position in the capital
structure and the loss absorption provided by the Caa1 (LGD-5)
rated unsecured notes at DGL.

The stable outlook reflects Moody's view that Digicel will grow
revenues and EBITDA such that Moody's adjusted debt to EBITDA will
return below 6x and will be sustained under that level within the
rating horizon.

Moody's could upgrade Digicel's rating if the company showed
continued restraint with respect to dividends and if leverage were
on track to fall below 4x debt to EBITDA (Moody's adjusted). A
rating upgrade would also require Digicel to generate free cash
flow in excess of 5% of total debt (Moody's adjusted) on a
sustained basis while maintaining very good liquidity. The ratings
could be downgraded if leverage is sustained above 6x debt to
EBITDA (Moody's adjusted). Further, Digicel's ratings could be
downgraded if the company does not make material progress
addressing its large maturity towers by at least mid 2018 or if the
company uses a material amount of cash for shareholder returns.

The principal methodology used in these ratings was
Telecommunications Service Providers published in January 2017.

Incorporated in Hamilton, Bermuda, Digicel is the largest provider
of wireless telecommunication services in the Caribbean. The
company operates in 31 markets in the Caribbean and South Pacific
regions. In addition, the company provides a comprehensive range of
business solutions, cable TV and broadband and other related
products and services. The company also operates a wireless network
in Panama through its 45% ownership interest in affiliate, Digicel
Holdings (Central America) Limited. Moody's expects revenue of
approximately $2.5 billion over the succeeding twelve months.


DIGICERT HOLDINGS: Moody's Affirms B3 Corporate Family Rating
-------------------------------------------------------------
Moody's Investors Service affirmed DigiCert Holdings, Inc.'s B3
Corporate Family Rating (CFR), B3-PD Probability of Default Rating
and the B1 rating of its existing first lien term loan. Moody's
also upgraded the rating for its existing first lien revolving
credit facility to B1 from B2 and withdrew the B2 rating for the
$260 million of first lien term loan that DigiCert no longer plans
to issue. The ratings outlook is stable.

RATINGS RATIONALE

The B1 ratings for the first lien credit facilities reflect the
status quo in the capital structure as DigiCert canceled the plans
to refinance a portion of its second lien term loan using the
proceeds from a larger first lien term loan. The B1 rating for the
first lien credit facilities benefits from the sizeable second lien
debt in the capital structure.

The B3 CFR reflects DigiCert's modest scale resulting from its
niche focus in the Secure Socket Layer encryption certificates
market. The company operates in a fragmented market which is
dominated by Symantec and there is limited differentiation in the
product offerings among providers due to the standardization of the
certificates. The rating is supported by DigiCert's good growth
prospects and high revenue retention rates that drive very good
free cash flow generation. Moody's expects revenues to grow in the
high single digit rates and free cash flow of about 8% to 9% of
total debt over the next 12 to 18 months. DigiCert has good
liquidity.

The stable ratings outlook reflects DigiCert's good revenue growth
and free cash flow relative to total debt.

Given DigiCert's modest scale, a ratings upgrade is not expected in
the near term. The ratings could be upgraded if operating scale
increases from strong revenue growth or business diversification
and if DigiCert sustains leverage below 6.5x (Moody's adjusted,
total debt to EBITDA) and free cash flow in excess of 10% of total
debt. Conversely, Moody's could downgrade the ratings if revenue
growth declines significantly and free cash flow to debt falls to
the low single digit percentages of total debt. In addition,
deterioration in liquidity or aggressive financial policies could
trigger a ratings downgrade.

Affirmations:

Issuer: DigiCert Holdings, Inc.

-- Corporate Family Rating, B3

-- Probability of Default Rating, B3-PD

Existing first lien term loan due 2021, B1 (LGD 3)

Upgrade:

Issuer: DigiCert Holdings, Inc.

-- $15 million Senior Secured Revolving Credit Facility, B1
    (LGD3) from B2 (LGD3)

Withdrawals:

-- $260 million Senior Secured Term Loan, B2 (LGD3)

Outlook Actions:

Issuer: DigiCert Holdings, Inc.

-- Outlook, Stable

DigiCert Holdings, Inc. is a Secure Sockets Layer Certificate
Authority and a leading provider of digital certificate lifecycle
management solutions.

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


DOMINION PAVING: Taps Motleys Asset as Broker and Auctioneer
------------------------------------------------------------
Dominion Paving & Sealing Inc. seeks approval from the U.S.
Bankruptcy Court for the Eastern District of Virginia to hire a
broker and auctioneer.

The company proposes to hire Motleys Asset Disposition Group to
broker a sale of certain equipment, and thereafter conduct an
auction to liquidate the remaining equipment it owns.

Motleys will get a commission of 10% of the proceeds from any
brokered sale, and 7% of the proceeds from any auction sale.

David Barlow disclosed in a court filing that his firm has no
connection with Dominion or any of its creditors adverse to the
interest of the company.

The firm can be reached through:

     David Barlow
     Motleys Asset Disposition Group
     3600 Deepwater Terminal Road
     Richmond, VA 23234
     Phone: (804) 232-3300

                      About Dominion Paving

Dominion Paving & Sealing, Inc. sought protection under Chapter 11
of the Bankruptcy Code (Bankr. E.D. Va. Case No. 15-32966) on
June 10, 2015.  The petition was signed by Stephen H. Parham,
president.

The case is assigned to Judge Keith L. Phillips.  LeClairRyan, A
Professional Corporation is the Debtor's bankruptcy counsel.

At the time of the filing, the Debtor estimated its assets at $1
million to $10 million.  The Debtor did not provide its liability
estimates.

On August 8, 2016, the Debtor filed a disclosure statement, which
explains its proposed Chapter 11 plan of reorganization.  The plan
proposes to pay general unsecured creditors 35% of their claims.


DOW RUMMEL: Fitch Assigns 'BB' Rating to Series 2017 Revenue Bonds
------------------------------------------------------------------
Fitch Ratings has assigned a 'BB' rating to the expected issuance
of approximately $29.6 million City of Sioux Falls, South Dakota
health facilities revenue bonds, series 2017 on behalf of Dow
Rummel Village (DRV).

In addition, Fitch has affirmed the 'BB' rating on approximately
$23 million outstanding City of Sioux Falls, South Dakota health
facilities revenue refunding bonds, series 2016 that were issued on
behalf of DRV.

The majority of the proceeds from the series 2017 bonds will be
used to finance a renovation and expansion project on DRV's
existing campus, including construction of 30 new assisted living
units (ALUs) and 30 memory care units (16 net new), an expansion to
its 'Village Center' and other common areas, and the demolition of
four cottage buildings, consisting of nine independent living units
(ILUs). Remaining proceeds will be used to fund capitalized
interest and a debt service reserve fund, and pay the costs of
issuance. The bonds are expected to sell via negotiated sale the
week of May 1.

The Rating Outlook is Stable.

SECURITY

The bonds are secured by a pledge of DRV's gross revenues, a first
mortgage lien and a debt service reserve fund, equal to maximum
annual debt service (MADS) on the bonds.

KEY RATING DRIVERS

CAMPUS REPOSITIONING AND EXPANSION PROJECT: This debt issuance was
incorporated in Fitch's initial 'BB' rating assignment in September
2016. This phase of DRV's capital plan involves a large scale
campus repositioning and expansion project that will add 16 new
memory care and 30 new high-acuity ALUs. Total cost for the
expansion project is estimated at $35.6 million, of which
approximately 80% will be funded with the proceeds from the series
2017 bonds, with the balance coming from a combination of
fundraising and internal equity.

HEAVY PRO FORMA DEBT BURDEN: The series 2017 debt will more than
double DRV's current debt load, resulting in pro forma ratios that
compare unfavorably to Fitch's below-investment grade category
medians. Pro forma MADS, including the series 2017 bonds, is
estimated at $3.5 million, equating to a high 24% of fiscal 2016
revenues.

SOLID OCCUPANCY: DRV's average occupancy across all levels of care
has been at or above 94% in each of the last four years.
Approximately 98% of the skilled nursing facility beds (SNFs), 100%
of memory care, 99% of ILUs and 94% of ALUs were occupied as of
Feb. 28, 2017. In addition, DRV maintains a solid waitlist for
units across the continuum.

STRONG PROFITABILITY, LIQUIDITY METRICS: Profitability and
liquidity metrics are solid. Operating ratio of 87.5%, net
operating margin-adjusted of 25.1% and days cash on hand of 490 in
fiscal 2016 (year-end April 30) compare favorably to Fitch's
below-investment grade medians. Despite some operating pressures in
fiscal 2017, five-year projections show liquidity and profitability
metrics returning to their historical averages.

COMPETITIVE MARKET POSITION: DRV operates in a very competitive
environment for senior living facilities in Sioux Falls. DRV has
maintained strong historical occupancy, but Fitch has some concerns
about its location and physical plant aesthetics as a potential
hindrance to future marketing efforts. Even so, DRV's reputation is
favorable, and it is one of only three retirement facilities to
provide a SNF as part of its continuum of care.

RATING SENSITIVITIES

LARGE CONSTRUCTION PROJECT: Construction and project management
risks from Dow Rummel Village's sizeable capital project could
potentially cause negative rating pressure, if it were to
experience cost overruns, service disruptions, and/or slower than
anticipated fill-up of the new AL and memory care units.

OPERATING PROFILE MAINTENANCE: The 'BB' rating assumes that DRV's
current operating profile, characterized by high occupancy and
solid operating metrics, remains stable over the next few years and
that project performance will be in line with projections. A
deviation from this performance could pressure the rating.

CREDIT PROFILE

DRV is a Type-C continuing care retirement community (CCRC)
situated on 13.2 acres in Sioux Falls, South Dakota. It consists of
114 ILUs, 31 IL/AL 'flex' apartments, 35 ALUs, 14 memory care
units, and a 50-bed SNF.

DRV offers both an entrance fee model and rental-only options.
Approximately 90% of ILU residents pay an entrance fee. Entrance
fee residents also pay a monthly service fee. ILU entrance fees are
up to 70% refundable, declining 5% per year, with refunds payable
upon re-occupancy of the unit and receipt of a new entrance fee.
Fitch believes DRV's entrance and monthly service fees are
competitive for the market.

LARGE CAPITAL PLAN

The issuance of the series 2017 represents the second phase of
DRV's two-phased capital plan. The first phase was funded with the
series 2016 bond issuance, which refinanced all of DRV's
outstanding debt and generated cash flow savings of approximately
$675,000 per year.

Proceeds from the series 2017 bonds will be used to finance
construction of a two-story building that will house 30 memory care
units and 30 new high-acuity ALUs on DRV's existing campus. The new
ALU building will be constructed on the site of nine ILU garden
cottages, which are slated to be demolished. The construction of
the ALU building will be followed by expansions and renovations to
DRV's 'Village Center' and other common areas.

Once constructed, the new building will add 30 new ALUs and 16 new
memory care units to DRV's existing complement of offerings, for a
total of 65 ALUs and 30 memory care units across the campus.

Total project cost, including the demolition of the cottages, is
estimated at $35.6 million. Net of the series 2017 debt, the
balance of the cost is expected to be funded through a combination
of fundraising and internal equity. A Guaranteed Maximum Price
(GMP) contract is in place for the project. Capitalized interest
will be funded in the amount of 60% of the interest due for 30
months during the construction and fill-up phases of the project.

Current project timeline calls for construction on the ALU building
to commence in mid-May 2017 and the new units to open by February
2019. Once this building is open, construction will begin on the
new common areas, with all construction expected to be complete by
the end of 2019. The new ALUs and memory care units are expected to
reach stabilized occupancy by March 2020.

Following stabilization, the additional units are expected to be
modestly accretive to DRV's cash flow, factoring in the additional
costs associated with staffing and maintaining high acuity and
memory care ALUs. The addition of the combined 46 units is
projected to add an incremental approximate $900,000 to EBITDA in
fiscal 2022.

COMPETITIVE MARKET

DRV operates in a very competitive environment for retirement
facilities in Sioux Falls. There are nine comparable retirement
facilities in its primary market area, with a large, new community
having recently opened, and ongoing expansion and renovation of
existing competitors.

DRV's favorable reputation, strong historic utilization and
position as one of only three area facilities to offer a SNF all
help it to maintain its competitive position within the market.
However, Fitch does harbor concerns about DRV's location in the
industrial, north side of Sioux Falls, and its mature physical
plant aesthetics as a potential hindrance to marketing efforts over
a long-term time horizon. DRV's average age of plant is 14.1 years,
which compares unfavorably to Fitch's below-investment grade
category median of 12.2 years.

SOLID OPERATIONAL PERFORMANCE

DRV has a history of stable profitability and liquidity metrics,
which have compared favorably to Fitch's below-investment grade
medians. For fiscal 2016, DRV generated solid financial performance
with an 87.5% operating ratio, 25.1% net operating margin-adjusted
(NOMA), and 490 days cash on hand (DCOH), compared to respective
below-investment grade medians of 97.8%, 20%, and 256 DCOH.

Pro forma MADS coverage was 1.4x in fiscal 2016, but this was
largely due to a one-time, $1.3 million transfer of all assets of
the Baron & Emilie Dow Home, Inc. Foundation, which no longer
exists. Fitch calculates a pro forma MADS coverage ratio of 1.1x
for fiscal 2016, excluding this one-time contribution. DRV will be
tested on actual debt service, which will be lower than MADS during
the construction period due to capitalized interest.

Historically solid operations have been supported by high occupancy
across all three levels of care, with aggregate average occupancy
of over 95% across the continuum for the past four fiscal years. As
of Feb. 28, 2017, approximately 98% of SNFs, 99% of ILUs, 94% of
ALUs and 100% of memory care units were occupied. In addition, DRV
maintains a solid waitlist totaling 62 for units across the
continuum.

DRV experienced some operating pressures in the first nine months
of fiscal 2017 (unaudited), due to increased expenses relating to
employee health benefits and decreased resident service revenues,
as the nine cottages vacated more quickly than anticipated. As a
result, DRV posted deteriorated 96.8% operating ratio and 9.1% NOMA
as of Jan. 31, 2017, excluding $1.9 million of contributions to the
capital campaign, which are indicated in the Plan of Finance as
funding the current project.

Management reports performance has improved in the fourth quarter
of 2017 and expects to close fiscal year 2017 about $50,000 lower
than budgeted operating income of $1.3 million, or negative
$418,000, excluding revenues and expenses associated with the
capital campaign. DRV's elevated expense base and escalated costs
associated with staffing the new ALUs have been incorporated into
financial projections, which forecast an 84.6% operating ratio,
29.1% NOMA and 409 DCOH in fiscal 2022.

DEBT PROFILE

DRV's only currently outstanding debt is the approximately $23
million series 2016 bonds, which refunded all of its previously
outstanding debt in late summer of 2016. DRV has neither variable
rate debt, nor swap exposure.

The series 2017 borrowing results in a very high debt burden, with
pro forma ratios of 85% debt-to-capitalization and 28% cash-to-debt
that compare unfavorably to Fitch's respective below-investment
grade medians of 79.5% and 34.9%.

COVENANTS AND DISCLOSURE

DRV covenants to maintain 1.15x debt service coverage and 180 days
cash on hand, with a requirement to retain a consultant should
ratios fall below these levels. It is also subject to an additional
bonds test.

DRV covenants to provide annual audits within 150 days of fiscal
year-end and quarterly disclosure within 45 days of each
quarter-end.


DOWN HOUSE: Taps Debbie Filipovitch of Amorcil as Bookkeeper
------------------------------------------------------------
Down House Ventures, LLC seeks approval from the U.S. Bankruptcy
Court for the Southern District of Texas to hire Debbie Filipovitch
of Amorcil Business Group, LLC as its bookkeeper.

Ms. Filipovitch will assist the Debtor in providing financial
information for its bankruptcy plan, gather information for the
income and sales tax returns, and assist in the preparation of
payroll tax returns.

Ms. Filipovitch will be paid an hourly fee of $65 or up to $1,500
per month, and will be reimbursed for work-related expenses.

Ms. Filipovitch is a "disinterested person" as defined in section
101(14) of the Bankruptcy Code, according to court filings.

Ms. Filipovitch maintains an office at:

     Debbie Filipovitch
     Amorcil Business Group, LLC
     3 Yellowood Court
     The Woodlands, TX 77380
     Tel: (713) 726-4897

The Debtor is represented by:

     Reese W. Baker, Esq.
     Baker & Associates
     5151 Katy Freeway, Suite 200
     Houston, TX 77007
     Phone: (713) 869-9200
     Email: courtdocs@bakerassociates.net

                 About Down House Ventures LLC

Based in Houston, Texas, Down House Ventures LLC sought protection
under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Texas Case No.
17-32089) on April 4, 2017.  The petition was signed by Chris
Cusack, president.  

The case is assigned to Judge Jeff Bohm.

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


EMBLEM HEALTH: A.M. Best Lowers Financial Strength Rating to C++
----------------------------------------------------------------
A.M. Best has downgraded the Financial Strength Rating to C++
(Marginal) from B (Fair) and the Long-Term Issuer Credit Ratings to
"b+" from "bb" of Health Insurance Plan of Greater New York (HIP),
HIP Insurance Company of New York, Group Health Incorporated (GHI)
and ConnectiCare, Inc. (Farmington, CT).  All companies are
subsidiaries of EmblemHealth, Inc. and domiciled in New York, NY,
unless otherwise specified.  Concurrently, A.M. Best has placed
these Credit Ratings (ratings) under review with negative
implications.

The rating downgrades reflect the sizeable decrease in capital at
the lead operating company, HIP, and a significant decline in the
group's risk-adjusted capitalization, as measured by Best's Capital
Adequacy Ratio, in 2016.  At year-end 2016, HIP noted in its
financial statements that it was below New York state's minimum
statutory reserve requirements of 12.5% of net premiums written and
submitted a plan to restore its statutory reserve requirement to
the state.  However, A.M. Best notes that both GHI and ConnectiCare
were above their respective state's statutory reserve requirements.
Additionally, significant losses for 2016 were attributable to the
Medicare Advantage and Medicaid lines of business.  These losses
were partially offset by the sale of real estate, which generated
substantial realized gains.

The under review with negative implications status reflects the
capital plan filed with New York state, the significant decline in
EmblemHealth's capital and surplus and a multi-year trend of
sizeable losses.  The ratings will remain under review with
negative implications pending further discussion with the company's
management team in late April 2017 regarding the filed capital plan
and observed current trends.


EMPRESAS PLAYA: Unsecureds May Recover 2% Under Plan
----------------------------------------------------
Empresas Playa Joyuda, Inc., filed with the U.S. Bankruptcy Court
for the District of Puerto Rico a disclosure statement dated April
24, 2017, describing the Debtor's Chapter 11 plan.

Class 4 General Unsecured Claims -- estimated between the creditors
that filed their proofs of claim and the ones that were scheduled
by Debtor and did not file a proof of claim in the amount of
$1,582,932.53 -- are to be treated as follows:

     -- Proposed treatment A: this class' allowed unsecured claims

        will be paid in the following matter: the Debtor will
        award a total sum of $31,658.65 which represents a 2%
        distribution for this class.  This class' allowed
        unsecured claims will be paid in 60 equal monthly
        installments $527.64; each payment will be distributed pro

        rate amount all creditors and claimants included in this
        class.  Since the liquidation value in this case is for 0%

        this class would receive less distribution if Debtor's
        debts were liquidated under a Chapter 7.  If a default in
        the monthly payments to these creditors were to occur,
        they would be entitled to collect the past due payments;

     -- Proposed treatment B: in the alternative that Debtors 3012

        Motion to determine the Valuation of Secured Creditor's
        Claim Pursuant to 11 U.S.C. Section 506(A) and Federal
        Rule of Bankruptcy Procedure 3012 is denied and the amount

        claimed to be treated as secured, this class' allowed
        unsecured claims will be paid in the following matter: the

        Debtor will award a total sum of $2,696.54 which
        represents a 2% distribution for this class.  This class'
        allowed unsecured claims will be paid in 60 equal monthly
        installments $44.94; each payment will be distributed pro
        rate amount all creditors and claimants included in this
        class.  Since the liquidation value in this case is for 0%

        this class would receive less distribution if the Debtor's

        debts were liquidated under a Chapter 7.  If a default in
        the monthly payments to these creditors were to occur,
        they would be entitled to collect the past due payments.
        This class is impaired; and

     -- Proposed treatment C: Triangle REO PR 2 Corp. has stated
        the possible intention to make 1111(b)(2) election under
        the Bankruptcy code.  If that is the case, this class'
        allowed unsecured claims will be paid in the following
        matter: the Debtor will award a total sum of $2,696.54
        which represents a 2% distribution for this class.  This
        class' allowed unsecured claims will be paid in 60 equal
        monthly installments $44.94; each payment will be
        distributed pro rate amount all creditors and claimants
        included in this class.  Since the liquidation value in
        this case is for 0% this class would receive less
        distribution if the Debtor's debts were liquidated under a

        Chapter 7.  If a default in the monthly payments to these
        creditors were to occur, they would be entitled to collect

        the past due payments.  This class is impaired.
        
The Plan will be funded with cash available proceeds from the
revenue that the hotel generates, after paying operating expenses
and taxes.  

The Disclosure Statement is available at:

          http://bankrupt.com/misc/prb15-09594-177.pdf

                  About Empresas Playa Joyuda

Empresas Playa Joyuda, Inc., owns and operates a hotel located at
State Road 102 Km 14.3 Playa Joyuda, Cabo Rojo, Puerto Rico.
Empresas filed a Chapter 11 bankruptcy petition (Bankr. D.P.R. Case
No. 15-09594) on Dec. 1, 2015.  The petition was signed by Cesar
Perez Perichi, president and treasurer.  The Debtor is represented
by Victor Gratacos Diaz, Esq., at Gratacos Law Firm, PSC.  The
Debtor disclosed $939,685 in assets and $2.74 million in
liabilities.


ENRIZON WORLDWIDE: Unsecureds to be Paid in Full Plus Interest
--------------------------------------------------------------
Enrizon Worldwide, Inc., and Roger Schlossberg, Esq., at
Schlossberg, Mastro & Scanlan, as Chapter 7 trustee for the
bankruptcy estate of Kristina L. Roberts and the sole director and
shareholder of the Debtor, filed with the U.S. Bankruptcy Court for
the District of Maryland a disclosure statement dated April 24,
2017, for plan of liquidation dated March 31, 2017.

Allowed Class 1 Claims will be paid in full.  Each holder of a
claim in this class will receive either: "(i) if such class has
accepted the plan, deferred cash payments of a value, as of the
effective date of the plan, equal to the allowed amount of such
claim; or (ii) if such class has not accepted the plan, cash on the
effective date of the plan equal to the allowed amount of such
claim."  A holder of a Class 1 Claim may agree to less favorable
treatment of the claim.  A Class 1 Claim that is a disputed claim
or the subject of an avoidance action will not receive any
distribution unless and until the claim becomes an allowed claim.
The Debtor's Schedule E does not list any known amounts for any of
the scheduled unsecured priority claims.  No Section 507(a)(7)
proofs of claims were filed.  Class 1 Claims are unimpaired.

Allowed Class 2 Unsecured Claims will be paid in full after payment
of Allowed Administrative Claims, Allowed Priority Tax Claims, and
Allowed Priority Claims plus interest at the federal rate pursuant
to 11 U.S.C. Section 726 and 28 U.S.C. Section 1961(a).

The Debtor's Schedule F lists Unsecured Nonpriority Claims totaling
an unknown amount.  While none of the claims on Schedule F are
listed as contingent, unliquidated or disputed, the Schedules were
filed when the Chapter 7 Trustee was still completing his
investigation into the claims.  The Debtor anticipates amending its
schedules shortly.  The Debtor expects that each claim will be
disputed in its amended schedules.  Class 2 Claims are not impaired
by the Plan.

On Sept. 1, 2015, the Court entered an order approving compromise
and settlement, that approved the motion for approval of proposed
compromise and settlement.  Pursuant to the compromise contained in
the Motion, the Chapter 7 Trustee and Kristina Roberts have agreed
that with respect to post-petition work, the Chapter 7 Trustee and
Ms. Roberts will share equally, on a dollar-for-dollar basis, all
earnings, income or proceeds derived in any fashion from Ms.
Roberts' post-petition work.  Additional payments due to Enrizon
and/or the Trustee from S&S continue to accrue under existing
pre-petition contracts that remain the subject of active
investigation and litigation by the Chapter 7 Trustee.

Collectively, these contracts include but are not limited to the
S&S Contracts.  The proceeds from these Contracts, as appropriate,
will be used to fund the Plan.

On Jan. 19, 2017, the Debtor's special litigation counsel filed the
following adversary proceedings and the proceeds recovered will
also fund the Plan.

The Contract Proceeds and the Litigation Proceeds will fund the
Plan.

The Disclosure Statement is available at:

           http://bankrupt.com/misc/mdb15-10863-80.pdf

Headquartered in Hagerstown, Maryland, Enrizon Worldwide, Inc.,
filed for Chapter 11 bankruptcy protection (Bankr. D. Md. Case No.
15-10863) on Jan. 21, 2015, estimating its assets at between
$500,000 and $1 million and liabilities at between $1 million and
$10 million.  The petition was signed by Roger Schlossberg, Ch. 7
Trustee, sole director.

Judge Paul Mannes presides over the case.

Paul Sweeney, Esq., at Yumkas, Vidmar & Sweeney, LLC, serves as the
Debtor's bankruptcy counsel.


ENVIRO BUILDERS: Case Summary & 6 Unsecured Creditors
-----------------------------------------------------
Debtor: Enviro Builders, LLC
        2836 Highway 41 South
        Elko, GA 31025

Case No.: 17-50883

Business Description: Enviro is a small business debtor as defined

                      in 11 U.S.C. Section 101(51D).  The Company

                      is a building contractor whose principal  
                      assets are located at 345 Airport Road
                      Montezuma, GA 31063.  It previously
                      filed for bankruptcy protection on Oct. 24,
                      2014 (Bank. M.D. Ga. Case No. 14-52558).

Chapter 11 Petition Date: April 26, 2017

Court: United States Bankruptcy Court
       Middle District of Georgia (Macon)

Debtor's Counsel: Wesley J. Boyer, Esq.
                  BOYER LAW FIRM, L.L.C.
                  348 Cotton Avenue, Suite 200
                  Macon, GA 31201
                  Tel: 478-742-6481
                  E-mail: wjboyer_2000@yahoo.com
                          Wes@WesleyJBoyer.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $500,000 to $1 million

The petition was signed by Wendell J. Kersey, Sr., managing
member.

A copy of the Debtor's list of six unsecured creditors is available
for free at http://bankrupt.com/misc/gamb17-50883.pdf


ESSAR STEEL: Great Lakes Asks Court to OK $33M Proof of Claim
-------------------------------------------------------------
Creditor Great Lakes Gas Transmission Limited Partnership, in a
response to objections filed by the Official Committee of Unsecured
Creditors and the U.S. Bank National Association to Essar Steel
Minnesota LLC and ESML Holdings Inc.'s Rule 9019 motion, urges the
U.S. Bankruptcy Court for the District of Delaware to allow a $33
million proof of claim that would settle a long-running contract
dispute with the natural gas transporter.

In October 2009, Great Lakes filed suit for breach and repudiation
of a natural gas transportation contract and tariff against Debtor
Essar Steel Minnesota LLC nka Mesabi Metallics Company LLC's and
its affiliates, Essar Steel Limited fka Essar Steel Holdings, Ltd.;
Essar Steel India Limited fka Essar Steel Limited; and Essar Global
Fund Ltd. fka Essar Global Limited in the U.S. District Court for
the District of Minnesota.  Over the course of the next several
years, the district court, as a matter of law, rejected each of
ESML's and the Essar Co-Defendants' counterclaims, determined that
ESML breached and repudiated the contract, and held that each and
every one of ESML's defenses were factually and legally meritless.
After conducting extensive discovery and numerous depositions, the
Essar Co-Defendants made an offer of judgment to be liable for any
amounts assessed against ESML.  In August 2015, a jury awarded
Great Lakes approximately $32.9 million for its claims.

Although the Eighth Circuit Court of Appeals recently determined
the district court lacked subject-matter jurisdiction, Great Lakes
has a virtually identical lawsuit pending in state court in
Minnesota against the same defendants for the same claims.  Indeed,
having had the benefit of a six-year "dry run" culminating in a
jury verdict, ESML wisely agreed to the full amount of Great Lakes'
claim.  In exchange, Great Lakes agreed to withdraw its objection
to release of the supersedeas bond posted in ESML's favor before
the appeal process is complete so that approximately $22 million
would be immediately available to the estate.

Great Lakes' and ESML's agreement is memorialized in the
certificates of counsel filed on March 11, 2017, as well as
Debtors' First Amended Disclosure Statement filed on March 16,
2017.  Neither the Committee nor U.S. Bank objected.  On March 20,
2017, pursuant to Great Lakes' and ESML's agreement, the district
court ordered release of the supersedeas bond to the estate.

Great Lakes says that only after the estate has received the
benefit of the $22 million collateral securing the bond, the
Committee and U.S. Bank object to ESML's Rule 9019 motion based on
nothing more than on the purported strength of ESML's counterclaims
and defenses to Great Lakes' claim, which already have been
rejected by a federal court.  Tellingly, even the Debtors do not
dispute that a U.S. District Court rejected, as a matter of law,
each and every one of ESML's and the Essar Co-Defendants' claims
and defenses over the course of six years of litigation.  That
litigation was protracted and costly for both sides.  In fact, ESML
and the Essar Co-Defendants employed five law firms, including
Fried Frank, Paul Hastings, the second largest firm in Minnesota --
Fredrikson & Byron, and a prominent local trial firm that was
retained to handle the three-day trial in Duluth.  Despite being
ably and tenaciously represented,
ESML and the Essar Co-Defendants lost at each and every turn
because their claims and defenses simply had no merit.

According to Great Lakes, the Committee's and U.S. Bank's
objections to the Rule 9019 motion are particularly confounding,
since re-litigation of Great Lakes' claim potentially will cost the
estate millions it does not have.  The estate has approximately $2
billion in unsecured claims, and there will be no distributions to
unsecured creditors unless the estate wins additional funds through
adversary litigation.  There simply is no reason to spend money to
fund another round of costly litigation against Great Lakes that
will once again reach the same result.  The Debtors already
recognize this, and have agreed to Great Lakes' claim.  The
Committee and U.S. Bank, however, cannot explain why fighting this
claim will do anything but further diminish the estate's already
nonexistent resources, Great Lakes states.

The judgment will allow Great Lakes to proceed with its claim in
the state court in Minnesota, where its claims against the
non-debtor Essar Co-Defendants remain pending.  U.S. Bank
characterizes this agreement as an attempt to do "mischief," but
its argument is without merit.  Great Lakes is seeking recovery
against three non-debtors, which recovery will not impede the
bankruptcy process or diminish the estate in any way.  Although
ESML has filed an adversary proceeding against one of those
non-debtors -- Essar Global Fund Ltd. fka Essar Global Limited --
the claims asserted in the adversary proceeding are not mutually
exclusive of Great Lakes' pending claims in Minnesota.  Great
Lakes' claims against the Essar Co-Defendants, including Essar
Global, are personal to Great Lakes and could not have been brought
by ESML both because they are not claims belonging to the estate
and because they would have been time-barred as of the commencement
of the bankruptcy.  Accordingly, Great Lakes has standing to pursue
its claims, and entry of a judgment in Great Lakes' favor in order
to aid its pursuit of the non-debtors in Minnesota will not be
detrimental to the estate.

A copy of the Response is available at:

          http://bankrupt.com/misc/deb16-11626-913.pdf

                   About Essar Steel Minnesota

Essar Steel Minnesota LLC, now known as Mesabi Metallics Company
LLC, and ESML Holdings Inc. filed for Chapter 11 bankruptcy
protection (Bankr. D. Del. Case Nos. 16-11627 and 16-11626) on July
8, 2016.  The bankruptcy petition was signed by Madhu Vuppuluri,
president and chief executive officer.

The Debtors are represented by Craig H. Averich, Esq., at White &
Case LLP and John L. Bird, Esq., and Jeffrey M. Schlerf, Esq., at
Fox Rothschild LLP.  Epic Bankruptcy Solutions, LLC, serves as
claims and noticing agent.

The cases are assigned to Judge Brendan Linehan Shannon.

ESML Holdings Inc. estimated assets at $1 billion to $10 billion
and debts at $500 million to $1 billion.  Essar Steel Minnesota LLC
estimated assets and debts at $1 billion to $10 billion.

Andrew Vara, acting U.S. trustee for Region 3, on July 20, 2016,
appointed the official committee of unsecured creditors of ESML
Holdings, Inc., and its affiliates.  The Committee hired Andrew K.
Glenn, at Kasowitz Benson Torres & Friedman LLP, to act as counsel.
David MacGreevey, at Zolfo Cooper, LLC, to serve as financial
advisor.  Garvan F. McDaniel, at Hogan McDaniel, to act as Delaware
counsel.


EVEREST MERGER: Moody's Assigns B3 CFR; Outlook Stable
------------------------------------------------------
Moody's Investors Service assigned first time ratings to Everest
Merger Sub, Inc., including a B3 corporate family rating and a
B3-PD probability of default rating. Instrument ratings are
detailed below. The rating outlook is stable. The proceeds from the
new facilities will be used to finance the acquisition of
Transcendia by West Street Capital Partners VII, a family of funds,
advised by Goldman Sachs's merchant banking division, as well as to
pay fees and expenses associated with the transaction.

The purchase price is supported by an undisclosed equity investment
by West Street Capital Partners VII. The equity investment is pure
common stock and not expected to have a dividend, PIK or accrete.
The transaction is expected to close in early May.

Initially the rating is expected to be assigned to Everest Merger
Sub, Inc. and then to Transcendia Holdings, Inc. upon closing.

Moody's took the following actions:

Issuer: initially Everest Merger Sub, Inc. and then Transcendia
Holdings, Inc.

Assignments:

-- Corporate Family Rating, Assigned B3

-- Probability of Default Rating, Assigned B3-PD

-- Backed Senior Secured 1st Lien Bank Credit Facilities,
    Assigned B2 (LGD3)

-- Backed Senior Secured 2nd Lien Bank Credit Facility, Assigned
    Caa2 (LGD5)

Outlook Actions:

-- Outlook, Assigned Stable

The ratings are subject to the receipt and review of the final
documentation.

RATINGS RATIONALE

The B3 corporate family rating reflects the company's high
leverage, lack of contractual cost pass-throughs, industry
structure and small scale. The company lacks long-term contractual
cost pass-through provisions on the majority of its business.
Transcendia operates in a fragmented and competitive industry where
it has greater scale than many competitors, but is significantly
smaller than rated competitors. The industry also has a significant
number of private, unrated competitors. The rating also reflects an
aggressive financial policy and acquisition-related event risk.

The rating is supported by some exposure to more stable end markets
and the company's long standing relationships with its customers
including many blue-chip names. Approximately 28% of sales are
generated from food and beverage and health care end markets. The
company has an average relationship of 23 years with its top ten
customers who generate approximately 26% of sales.

The stable outlook reflects an expectation that Transcendia will
execute on its operating and integration plans and dedicate free
cash flow to debt reduction.

The ratings could be upgraded if the company sustainably improves
credit metrics within the context of a stable operating and
competitive environment while also maintaining adequate liquidity
and appropriate financial policies. Specifically, the ratings could
be upgraded if debt/EBITDA declines below 5.5 times, EBITDA to
interest expense increases above 3.0 times and funds from
operations to debt increases above 8.5%.

The ratings could be downgraded if credit metrics, the operating
and competitive environment, or liquidity deteriorates. Transcendia
could also be downgrade if the company undertakes a large
debt-financed acquisition or dividend. The ratings could also be
downgraded if the company fails to execute on its integration and
operating plans. Specifically, the ratings could be downgraded if
debt/EBITDA remains above 6.0 times, EBITDA to interest expense
declines below 2.0 times and funds from operations to debt remains
below 6.0%.

The principal methodology used in these ratings was Packaging
Manufacturers: Metal, Glass, and Plastic Containers published in
September 2015.

Headquartered in Franklin Park, IL, Everest Merger Sub, Inc.
(Transcendia Holdings, Inc.) is a provider of engineered specialty
films materials across a range of end-markets. The company
manufactures specialty films by extrusion of resin or converting
film for specific customer applications. Transcendia has 17
manufacturing facilities and 12 distribution centers (7 are
third-party-operated) globally. The company earns approximately 80%
of sales in North America and 18% of sales in Europe. Transcendia
generated approximately $412 million in 2016 pro forma for the
recent acquisitions and will be a portfolio company of West Street
Capital Partners VII.


EXCELITAS TECHNOLOGIES: Moody's Affirms Caa1 Corp. Family Rating
----------------------------------------------------------------
Moody's Investors Service affirmed its ratings for Excelitas
Technologies Holding Corp., including the company's Caa1 Corporate
Family Rating (CFR), Caa1-PD Probability of Default Rating (PDR),
and B3 ratings for its first lien senior secured bank credit
facilities. The ratings outlook remains stable.

Excelitas has largely addressed various operational challenges that
have adversely its business and financial performance over the last
several years. The company has been gaining momentum with revenue
growth driven by new contracts and expanding margins that Moody's
expects will support modest improvement of credit metrics in 2017
from current weak levels. However, given just an adequate liquidity
profile and a material debt burden relative to the company's size
and expected earnings profile, the refinancing of bank credit
facilities over the next 12-18 months could become more
challenging.

The following is a summary of Moody's ratings and rating actions
for Excelitas Technologies Holding Corp.:

Corporate Family Rating, affirmed at Caa1

Probability of Default Rating, affirmed at Caa1-PD

$40 Million Senior Secured First Lien Revolving Credit Facility
due 2018, affirmed at B3 (LGD3)

$40 Million Senior Secured First Lien Delayed Draw Term Loan due
2020, affirmed at B3 (LGD3)

$620 Million Senior Secured First Lien Term Loan B due 2020,
affirmed at B3 (LGD3)

Outlook, Maintained at Stable

RATINGS RATIONALE

The ratings for Excelitas broadly reflect the company's high
financial leverage, with Moody's-adjusted Debt-to-EBITDA in excess
of 7x, and weak cash flow based credit metrics, including free cash
flow of less than 2% of Moody's-adjusted debt. Although some
financial and operational performance improvement is anticipated in
2017-18, modest cash balances and revolver availability relative to
the company's size provide only limited financial flexibility to
address debt maturities over the next several years. The volatility
of the company's earnings and cash flow generation due to foreign
exchange exposure, cyclicality within its end markets and clustered
contract revenues in certain business lines also serves to
constrain ratings. However, ratings are supported by Excelitas'
geographic, product line, customer and end market diversification.
The company has a strong position in the highly technical and
global custom designed photonics space and serves a blue-chip
customer base.

The $40 million first lien senior secured revolver due October 2018
($3 million of borrowings outstanding at January 1, 2017) and the
first lien senior secured term loan due October 2020 ($632 million
outstanding) are each rated B3 (LGD3), one notch above the Caa1
CFR. The one notch difference reflects the facilities' first
priority claim on all present and future assets of Excelitas,
guarantees from domestic subsidiaries and senior-ranking claim
relative to the unrated second lien secured term loan due April
2021 ($263 million outstanding). The Caa1-PD PDR is in line with
the CFR given the multi-class secured debt capital structure, as
well as Moody's expectations of an average family recovery in a
distress scenario.

Excelitas will have adequate liquidity over the next twelve months,
with approximately $25 million of cash balances and modestly
positive free cash flow augmented by external sources of liquidity
in the form of $20-$30 million available under the revolver (albeit
subject to a tight financial covenant under its springing test,
when applicable).

The stable outlook reflects Moody's expectation that the company
will improve its key credit metrics modestly over the next twelve
months, driven primarily by revenue growth in the 1%-4% range and
some margin expansion.

Ratings could be downgraded if revenue and EBITDA do not continue
to grow as anticipated over the next two quarters, which Moody's
believes is necessary to preclude the view that the company's
capital structure might otherwise look increasingly untenable in
its current form. Debt-to-EBITDA above 9x, interest coverage
(EBITA-to-interest) sustained below 0.8x, or a reversion to an
inability to generate free cash flow accompanied by increasing
reliance on revolver borrowings could lead to a downgrade.

Ratings could be upgraded if the company successfully improves its
debt maturity profile by refinancing both the first and second lien
credit facilities. Debt-to-EBITDA sustained below 7x, free cash
flow generation of at least 2% of debt balances, and better
visibility into the company's ability to maintain at least adequate
liquidity with sufficient cushion to the springing covenant would
also be necessary for the ratings to warrant consideration of a
prospective upgrade.

Excelitas is a global manufacturer of a portfolio of custom
designed photonic components, sub-systems, and integrated solutions
to OEMs serving a wide range of applications within various health,
environmental, safety, security, industrial, aerospace and defense
markets. The company operates through two primary business units:
Commercial (i.e. lighting, detection and optics) and Defense &
Aerospace (i.e. Advanced Electronic Systems, Avionics & Space, Land
Equipment, and Surveillance & Target Acquisition). Veritas Capital
is the largest shareholder of Excelitas. For FY2016, Excelitas
reported revenue of $676 million.

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


FAMILY AUTO: Disclosures Get Final OK; Plan Confirmed
-----------------------------------------------------
The Hon. Kathryn C. Ferguson of the U.S. Bankruptcy Court for the
District of New Jersey has entered final approval of Family Auto
Center, LLC's disclosure statement and confirmed the Debtor's plan
of reorganization dated Nov. 2, 2016.

                         About Family Auto

Family Auto Center, LLC, sought protection under Chapter 11 of the
(Bankr. D.N.J. Case No. 16-10269) on January 7, 2015. The Debtor
tapped Mark K. Smith, Esq. of Law Offices of Mark K. Smith, LLC, as
its counsel.  The case is assigned to Judge Kathryn C. Ferguson.


FARMACIA BRISAS: Unsecured Creditors to Be Paid 15% in 5 Years
--------------------------------------------------------------
Unsecured creditors of Farmacia Brisas Del Mar Inc. will be paid
15% of their claims under its proposed plan to exit Chapter 11
protection.

Under the proposed plan of reorganization, Farmacia will award a
total sum of $272,372.01, which represents a 15% distribution for
Class 3 general unsecured claims.  Unsecured creditors will be paid
in 60 equal monthly installments of $4,539.54.  

The total amount of general unsecured claims is estimated at
$1,815,813.34.

Class 3 is impaired and general unsecured creditors are entitled to
vote on the proposed plan.

The plan will be funded with available cash from revenues that the
pharmacy generates after paying operating expenses and taxes,
according to the disclosure statement filed on April 18 with the
U.S. Bankruptcy Court for the District of Puerto Rico.

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

                  About Farmacia Brisas Del Mar

Headquartered in Luquillo, Puerto Rico, Farmacia Brisas Del Mar,
Inc. is a corporation dedicated to pharmaceutical services.  The
Debtor sells mostly pharmaceuticals goods; only a limited amount of
sales come from miscellaneous goods such as toys, beverages, school
supplies and beauty supplies.

The Debtor filed for Chapter 11 bankruptcy protection (Bankr. D.
P.R. Case No. 16-00054) on Jan. 8, 2016.  It estimated assets of
less than $500,000 and liabilities of $1 million to $10 million.
The petition was signed by Ana I. De La Cruz Padilla, secretary.

Judge Lamoutte Inclan presides over the case.  Victor Gratacos
Diaz, Esq., at Gratacos Law Firm, P.S.C., serves as the Debtor's
bankruptcy counsel.


FELCOR LODGING: Moody's Affirms B2 Sr. Rating Following Merger
--------------------------------------------------------------
Moody's Investors Service has affirmed the B2 senior unsecured
rating for FelCor Lodging Trust. In the same rating action, the
outlook was revised to positive from stable.

The following ratings were affirmed:

FelCor Lodging Limited Partnership -- Corporate Family Rating at
B2; Senior Secured Regular Bond/Debenture at B1; Senior Unsecured
Regular Bond/Debenture at B2.

FelCor Lodging Trust Inc. -- Corporate Family Rating at B2;
Preferred Stock at Caa1; Preferred Shelf at (P)Caa1; Preferred
Shelf Non-cumulative at (P)Caa1.

RATINGS RATIONALE

FelCor's announcement to merge with RLJ Lodging Trust ("RLJ"),
unrated, for approximately $1.2 billion in an all-stock deal is
credit positive for FelCor. FelCor will become a wholly-owned
subsidiary of RLJ. Following the merger, the shareholders of RLJ
and FelCor are expected to own approximately 71% and 29%,
respectively, of the REIT. The combined entity will have a
meaningfully larger asset base, leading the REIT to realize greater
economies of scale, which will drive operating cost benefits and
lower its cost of capital. The transaction is expected to generate
approximately $22 million of annualized general and administrative
cost savings primarily related to the elimination of duplicative
overhead costs.

Moreover, the credit metrics will improve. Specifically, Net
Debt/EBITDA during the first full-year is expected to be less than
4.5x, compared to FelCor's Net Debt/EBITDA of 5.7x at year-end
2016. After closing, the ratio is expected to further improve each
year thereafter. The positive outlook captures these expectations.

Moody's also highlights that the merger will give FelCor a strong
footprint with a combined portfolio that includes 160 hotels in 26
states and the District of Columbia, diversified across Marriott,
Hilton, Hyatt and Wyndham flags. The combined company will have a
market capitalization of approximately $4.2 billion and a total
enterprise value of $7 billion. The positive outlook also reflects
Moody's expectation that the transaction will close successfully
during the fourth quarter of 2017.

Should the merger close, positive ratings movement would be
predicated upon continued strength of the combined entity's
operating results - including a sound capital structure and modest
overall leverage. A strong liquidity position with a large
unencumbered asset pool would also be a key component to a ratings
upgrade.

Downward ratings pressure would emerge from any liquidity
challenges, operational setbacks or lack of de-leveraging
progress.

Moody's last rating action with respect to FelCor was on December
14, 2016 when Moody's upgraded FelCor's senior unsecured rating to
B2 from B3 and the outlook was revised to stable from positive.

FelCor Lodging Trust Inc. [NYSE: FCH] is a real estate investment
trust headquartered in Irving, TX; the REIT owns interests in 39
properties located in major and resort markets throughout the U.S.
FelCor partners with leading hotel companies to operate its hotels,
which are flagged under well-known brands and premier independent
hotels. At December 31, 2016, FelCor reported total assets of $1.7B
and total equity of $233M.

The principal methodology used in these ratings was Global Rating
Methodology for REITs and Other Commercial Property Firms published
in July 2010.


FINJAN HOLDINGS: Wins $4.9M License Pact with European Company
--------------------------------------------------------------
Finjan, Inc., a wholly-owned subsidiary of Finjan Holdings, Inc.,
entered into a Confidential Patent License Agreement with a
European corporation on April 21, 2017.  Pursuant to the License
Agreement, European Licensee will obtain a license to the Finjan
patent portfolio and will pay Finjan $4.9 million cash, in license
fees, as follows: (A) $2.3 million within 10 days after the
effective date of the License Agreement, (B) $1.3 million on or
before Jan. 31, 2018, and (C) $1.3 million on or before Jan. 31,
2019.  Such license does not grant European Licensee any right to
transfer, sublicense or grant any rights under the License
Agreement to a third party except as specifically provided under
the License Agreement.  Such license also has certain provisions
relating to certain unlicensed products of any company that
acquires European Licensee, or is acquired by European Licensee or
its affiliates, in which case additional license fees may apply.
The specific terms of the License Agreement are confidential,
according to a Form 8-K report filed with the Securities and
Exchange Commission.

                         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.


FTE NETWORKS: Acquires Benchmark Builders for $75 Million
---------------------------------------------------------
FTE Networks, Inc., announced that it has closed a transaction to
join forces with privately held Benchmark Builders, Inc., a leading
provider of construction management services based in New York with
unaudited revenues of approximately $386 million in 2016.

The $75 million acquisition will enable FTE to deliver integrated
network services, cutting-edge technology, and construction
management services on the largest and most complex projects, from
conception to completion.

Benchmark intends to immediately begin to aggressively roll-out
FTE's "compute to the edge" technology in New York City and the
surrounding region.  This leading edge technology, called
CrossLayer, allows building owners to provide exceptional broadband
access at significant savings to both landlords and tenants, while
creating revenue generating opportunities for landlords and
recurring revenue platforms for FTE.

The transaction will allow FTE and Benchmark to begin offering
services to each other's clients and expanding their offerings
nationally.

"This transaction is transformational for FTE and provides us with
a powerful platform to continue to roll out our network services
solutions," said Michael Palleschi, FTE's president and chief
executive officer.  "Our combination with Benchmark reflects our
strategy of growth and diversification, and enables us to offer
clients a one-stop shop, providing the highest quality design,
construction, operation, and maintenance of network infrastructure
and meeting customer demand for turnkey infrastructure solutions.
Benchmark's expertise in the strategically important New York
market further deepens our market presence there."

The acquisition provides significant economies of scale, synergies,
and complementary business activities.  The Company believes the
addition of Benchmark's customer base and project pipeline propel
FTE to the forefront of the network infrastructure, technology, and
general contracting markets.

The transaction offers valuable benefits to FTE's clients,
stockholders, and employees -- and significantly accelerates the
company's strategy of developing an integrated technology and
construction management offering.  The acquisition will immediately
add Benchmark's backlog over the next year of $216 million and $300
million over the next three years to FTE's three-year $170 million
project backlog.

FTE financed the transaction with a combination of cash, seller's
notes, and FTE stock.

Benchmark is a premier construction management services firm and
general contractor, with a powerful industry brand and strong
presence in the New York City metropolitan market.


Benchmark President Fred Sacramone will continue as president and
become a member of the FTE Networks Board of Directors, and
Benchmark, now a wholly owned subsidiary of FTE, will continue to
operate as it always has.  "We are thrilled to be joining forces
with FTE," Sacramone said.  "This powerful combination will allow
Benchmark to offer our clients the very best construction and
network infrastructure services, both in the New York City area and
around the country."

Lateral Investment Management, which invests in growth capital
solutions for leading middle market businesses in the United
States, has been FTE's Senior Lender since 2015 and has amended its
current credit agreement to add additional capital to facilitate
this transaction.

"The dynamic combination of FTE and Benchmark brings together
unique capabilities to build high quality commercial offices,
next-generation infrastructure and network services at scale for
Fortune 500 clients," said Patrick Feeney, managing director of
Lateral Investment Management.  "We are enthusiastic supporters of
this transformational acquisition which launches a new phase in the
growth of the company."

Benchmark, founded in 2008, has a track record of consistent
revenue growth and profitability.  The company has seasoned leaders
with an average of 30 years of construction management experience.

Benchmark specializes in construction management services, and
provides program management and other construction-related
services.  The company serves both publicly listed and private
clients in many sectors, including telecommunications, commercial,
industrial, broadcast, technology, infrastructure, healthcare, and
education.

                     About FTE Networks

FTE Networks, formerly known as Beacon Enterprise Solutions Group,
Inc., is a vertically integrated company with an international
footprint.  Since its inception, FTE Networks has steadily advanced
its management, operational and technical capabilities to become a
leading provider of services to the telecommunications and wireless
sector with a focus on turnkey solutions.  FTE Networks provides a
comprehensive array of services centered on quality, efficiency and
customer service.

FTE Networks reported a net loss attributable to common
shareholders of $3.63 million on $14.4 million of revenues for the
year ended Sept. 30, 2015, compared to net income of $436,000 on
$16.9 million of revenues for the year ended Sept. 30, 2014.

As of Sept. 30, 2016, FTE Networks had $13.13 million in total
assets, $22.01 million in total liabilities, $437,380 in temporary
equity and a total stockholders' deficiency of $9.31 million.


GENERAL MOTORS: Supreme Court Refuses Review of 2nd Cir. Ruling
---------------------------------------------------------------
Cara Salvatore, writing for Bankruptcy Law360, reports that the
U.S. Supreme Court said it won't take up General Motors' request
for review of the Second Circuit's ruling that the Company must
bear responsibility for some of its predecessor company's actions
even after a 2009 bankruptcy.  The U.S. Supreme Court, according to
Law360, said it refused to take up the Company's petition arguing
the Second Circuit undermined an important liability -- shedding
provision in the bankruptcy process.  This could potentially expose
the Company to hundreds of millions of dollars in liability over
defective ignition-switch claims, Law360 relates.  

                   About Motors Liquidation

General Motors Corporation and three of its affiliates filed for
Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 09-50026) on
June 1, 2009.  The Honorable Robert E. Gerber presides over the
Chapter 11 cases.  Harvey R. Miller, Esq., Stephen Karotkin, Esq.,
and Joseph H. Smolinsky, Esq., at Weil, Gotshal & Manges LLP,
assist the Debtors in their restructuring efforts.  Al Koch at AP
Services, LLC, an affiliate of AlixPartners, LLP, serves as the
Chief Executive Officer for Motors Liquidation Company.  GM is also
represented by Jenner & Block LLP and Honigman Miller Schwartz and
Cohn LLP as counsel.  Cravath, Swaine, & Moore LLP is providing
legal advice to the GM Board of Directors.  GM's financial advisors
are Morgan Stanley, Evercore Partners and the Blackstone Group LLP.
Garden City Group is the claims and notice agent of the Debtors.

The U.S. Trustee appointed an Official Committee of Unsecured
Creditors and a separate Official Committee of Unsecured Creditors
Holding Asbestos-Related Claims.  Lawyers at Kramer Levin Naftalis
& Frankel LLP served as bankruptcy counsel to the Creditors
Committee.  Attorneys at Butzel Long served as counsel on supplier
contract matters.  FTI Consulting Inc. served as financial advisors
to the Creditors Committee.  Elihu Inselbuch, Esq., at Caplin &
Drysdale, Chartered, represented the Asbestos Committee.  Legal
Analysis Systems, Inc., served as asbestos valuation analyst.

The Bankruptcy Court entered an order confirming the Debtors'
Second Amended Joint Chapter 11 Plan on March 29, 2011.  The Plan
was declared effect on March 31.

On Dec. 15, 2011, Motors Liquidation Company was dissolved.  On the
Dissolution Date, pursuant to the Plan and the Motors Liquidation
Company GUC Trust Agreement, dated March 30, 2011, between the
parties thereto, the trust administrator and trustee -- GUC Trust
Administrator -- of the Motors Liquidation Company GUC Trust,
assumed responsibility for the affairs of and certain claims
against MLC and its debtor subsidiaries that were not concluded
prior to the Dissolution Date.


GIGA-TRONICS INC: Will Have Three Months to Comply with NASDAQ
--------------------------------------------------------------
Giga-tronics Incorporated received a notification letter on April
20, 2017, from The NASDAQ Stock Market advising the Company that an
extension to Aug. 7, 2017, had been granted to take the steps
necessary to regain compliance with NASDAQ listing rule 5550(b) and
promptly thereafter to file a report describing the transaction or
event enabling the company to satisfy the applicable requirement
for continued listing.

On Feb. 8, 2017, the Company received a notification letter from
NASDAQ advising the Company of its failure to comply with the
required minimum of either $2,500,000 in shareholders' equity,
$35,000,000 market value of listed securities or $500,000 net
income from continuing operations for continued listing on The
Nasdaq Capital Market, pursuant to NASDAQ listing rule 5550(b).

NASDAQ listing rules provided the Company with 45 calendar days in
which to submit a plan to regain compliance.  The Company submitted
a plan on March 24, 2017, and NASDAQ notified the Company on April
20, 2017, of NASDAQ's acceptance of the plan and the granting of an
extension.

"There can be no assurance that the Company's plans to comply with
the required minimum of shareholders' equity, market value of
listed securities or net income from continuing operations will be
successful by August 7, 2017.  If the Company's Common Stock ceases
to be listed for trading on the Nasdaq Capital Market, the Company
expects that its Common Stock would be traded on the
Over-the-Counter Bulletin Board on or about the same day," the
Company stated in a Form 8-K report filed with the Securities and
Exchange Commission.

                    About Giga-Tronics

Headquartered in San Ramon, California, Giga-tronics Incorporated
includes the operations of the Giga-tronics Division and
Microsource Inc. (Microsource), a wholly owned subsidiary.
Giga-tronics Division designs, manufactures and markets the new
Advanced Signal Generator (ASG) for the electronic warfare market,
and switching systems that are used in automatic testing systems
primarily in aerospace, defense and telecommunications.

Giga-tronics incurred a net loss of $4.10 million for the year
ended March 26, 2016, following a net loss of $1.67 million for the
year ended March 28, 2015.

As of Dec. 24, 2016, Giga-tronics had $12.19 million in total
assets, $10.07 million in total liabilities and $2.12 million in
total shareholders' equity.

                     Going Concern Doubt

"The Company has experienced delays in the development of features,
orders, and shipments for the new ASG.  These delays have
contributed, in part, to a decrease in working capital from $1.8
million at March 26, 2016, to $684,000 at December 24, 2016. The
new ASG product has shipped to several customers, but potential
delays in the development of features, longer than anticipated
sales cycles, or the ability to efficiently manufacture the ASG,
could significantly contribute to additional future losses and
decreases in working capital.

"To help fund operations, the Company relies, in part, on advances
under the line of credit with Bridge Bank.  The line of credit
expires on May 7, 2017.  The agreement includes a subjective
acceleration clause, which allows for amounts due under the
facility to become immediately due in the event of a material
adverse change in the Company's business condition (financial or
otherwise), operations, properties or prospects, or ability to
repay the credit based on the lender's judgment.  As of December
24, 2016, the line of credit had an outstanding balance of
$704,000, and additional borrowing capacity of $1.7 million.

"These matters raise substantial doubt as to our ability to
continue as a going concern," the Company stated in its quarterly
report for the period ended Dec. 24, 2016.


GLOBAL COMMODITY: Hearing on Plan Outline Approval Set for June 21
------------------------------------------------------------------
The Hon. Brian K. Tester of the U.S. Bankruptcy Court for the
District of Puerto Rico has scheduled for June 21, 2017, at 2:00
p.m. a hearing to consider the approval of Global Commodity Group
Inc.'s disclosure statement referring to the Debtor's plan of
reorganization.

Objections to the Disclosure Statement must be filed not less than
14 days prior to the hearing.

Headquartered in Manati, Puerto Rico, Global Commodity Group Inc.
filed for Chapter 11 bankruptcy protection (Bankr. D. P.R. Case No.
17-01589) on March 8, 2017, estimating its assets and liabilities
at between $1 million and $10 million each.  The petition was
signed by Ramon Nunez Freytes, president.

Judge Brian K. Tester presides over the case.

Maria Soledad Lozada Figueroa, Esq., at MS Lozada Law Office serves
as the Debtor's bankruptcy counsel.


GLOBAL EAGLE: Moody's Cuts CFR to B2 & Alters Outlook to Negative
-----------------------------------------------------------------
Moody's Investors Service has downgraded Global Eagle
Entertainment, Inc.'s corporate family rating ("CFR") to B2 from
B1, probability of default rating ("PDR") to B2-PD from B1-PD, and
speculative grade liquidity ("SGL") rating to SGL-3 from SGL-2.
Moody's has also downgraded the company's senior secured first lien
credit facility, consisting of an $85 million senior secured
revolver and $500 million term loan, to B2 (LGD3) from B1 (LGD3).
The outlook is changed to negative from stable.

On April 21, 2017, GEE began seeking waivers from lenders under its
senior secured credit facility regarding reporting requirements due
to the company's failure to file its FYE2016 Form 10-K by March 31,
2017. The company's inability to file within the one month cure
period ending April 30, 2017 necessitates the waiver, which seeks
to extend the filing date to June 30, 2017 with investor responses
due by April 28, 2017. This covenant breach follows significant
management changes at the company since it entered into the new
credit facility on January 6, 2017, which included the negotiated
exit of the prior CEO on February 17, 2017 and the prior CFO on
February 20, 2017; both have since been replaced. In addition, the
company's chief accounting officer resigned on April 14, 2017.
GEE's auditors have identified material weaknesses in the internal
controls of the company's financial reporting. On April 18, 2017
the company disclosed that it had drawn $50 million under its $85
million revolver. These downgrades reflect the disclosure of these
internal reporting weaknesses, as well as the reduction in
liquidity since Moody's December 21, 2016 initial rating
assignment. The negative outlook will remain until potential
greater clarity is provided with financial filings of both FYE2016
and 1Q17 reporting periods.

Downgrades:

Issuer: Global Eagle Entertainment, Inc.

-- Probability of Default Rating, Downgraded to B2-PD from B1-PD

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

-- Corporate Family Rating, Downgraded to B2 from B1

-- Senior Secured Bank Credit Facility, Downgraded to B2 (LGD 3)
    from B1 (LGD 3)

Outlook Actions:

Issuer: Global Eagle Entertainment, Inc.

-- Outlook, Changed To Negative From Stable

RATINGS RATIONALE

GEE's B2 CFR reflects its diverse customer base, contracted
recurring revenues, solid market position, and strong supplier
relationships. Valuable network assets and patented technologies
further support GEE's business model. These strengths are offset by
small scale and the possibility for continued debt-funded
acquisition activity. Further, Moody's expectations for moderately
high leverage of around 4x (Moody's adjusted) and positive free
cash flow are now at risk as to directional trend given GEE's
inability to provide current financials. The B2 rating also
reflects a deteriorating liquidity profile and auditor-identified
material weaknesses in the internal controls of the company's
financial reporting. Moody's concerns about significant senior
management turnover in the last few months factors into the rating
as well.

On July 27, 2016, GEE completed its previously announced
acquisition of Emerging Markets Communications, LLC ("EMC"), a
communications services provider to maritime and hard-to-reach land
markets. Proceeds from a new first lien credit facility entered
into on January 6, 2017 were used to refinance the existing senior
secured credit facilities of EMC, and will also be used for capital
expenditures, acquisitions, investments, and working capital and
general corporate purposes. The combination of GEE and EMC created
a global provider of satellite-based connectivity and media to the
growing global mobility market. GEE brought a strong track record
of successfully delivering media content and connectivity to
airlines while EMC provided broader reach with connectivity to the
aviation, maritime and hard-to-reach land markets. The combined
company benefits from significant economies of scale and an
enhanced global infrastructure that delivers a broader product
portfolio to customers. GEE, with a proven track record of
achieving synergies, still expects to realize annual synergies from
its acquisition of EMC of $15 million in 2017, growing to $40
million in 2018 and thereafter.

GEE's SGL-3 short-term liquidity rating reflects Moody's view that
GEE will maintain adequate liquidity for the next 12 to 18 months.
Moody's now anticipate materially lower cash generation for 2017
than Moody's initial projection at deal close due to recent cash
depletion, reduced revolver availability, and uncertainty regarding
free cash flow generating potential given the company's failure to
produce timely financials.

The negative outlook is based on Moody's revised view that GEE's
integration of EMC has exacerbated what were already weak internal
financial control processes. With tighter current liquidity and the
direction of EBITDA and cash flow now unclear, a stable outlook
cannot be supported.

Moody's could downgrade GEE's ratings if audited financials are not
filed on a timely basis with respect to a currently sought deadline
extension for fiscal year end financials, or if subsequent
quarterly financials are not filed on a reasonably timely basis
given current circumstances. In addition, Moody's could downgrade
the company's ratings if underlying fundamentals are not consistent
with Moody's expectations for modest leverage, positive free cash
flow, and adequate liquidity that is sufficient to meet at least 18
months of total cash requirements.

Given the uncertainty surrounding GEE's financial disclosures, an
upgrade is not contemplated at this time. GEE's outlook could be
stabilized if financials are filed with a clean opinion, and
forward liquidity and credit metrics are commensurate with the
newly revised rating.

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


GRIFFON CORP: S&P Affirms 'BB-' CCR & Revises Outlook to Negative
-----------------------------------------------------------------
S&P Global Ratings said it revised its rating outlook on Griffon
Corp. to negative from stable.  At the same time, S&P affirmed its
'BB-' corporate credit rating on the company.

Griffon Corp.'s adjusted debt leverage was 5.1x on Dec. 31, 2016, a
level S&P expects will be relatively unchanged over the next 12
months.

S&P also affirmed its 'BB+' issue-level rating on the company's
$350 million RCF due 2021.  The recovery rating remains '1',
reflecting S&P's expectation of very high (90%-100%; rounded
estimate: 95%) recovery in the event of a payment default.  S&P
also affirmed its 'BB-' issue-level rating on Griffon's
$725 million senior unsecured notes due 2022.  The recovery rating
remains '4', reflecting S&P's expectation of average (30%-50%;
rounded estimate: 30%) recovery in the event of a payment default.

"Our negative outlook reflects our expectation that Griffon will
end fiscal 2017 (ending Sept. 30, 2017) with adjusted debt to
EBITDA of 4.9x and FFO to debt of approximately 13%, levels that we
view to be at the weaker end for the rating," said S&P Global
Ratings credit analyst Michael Ohneck.  "We also expect Griffon to
maintain strong liquidity for the foreseeable future given the
company's $350 million revolver and expected stable cash flow
generation."

S&P could consider lowering our ratings on Griffon in the next 12
months if either adjusted debt to EBITDA rose and were sustained
above 5x or FFO to debt fell and remained below 12%.  This
situation could most likely occur in the event of significant
debt-funded share repurchases or acquisitions.  While S&P believes
it to be less likely, such leverage metrics could also materialize
as a result of a decline in end market demand, resulting in sales
contraction in at least one of Griffon's three operating segments
(and a consolidated sales decline of 5%) or a challenging
competitive landscape that causes margins to deteriorate by 2% from
S&P's current projection.

S&P could revise the outlook to stable in the next 12 months if
Griffon lowered adjusted debt to EBITDA toward the mid-4x area and
sustained it there.  This would likely result as a function of
financial policy, because Griffon has historically been able to
maintain EBITDA in excess of $200 million.  While S&P expects the
company to achieve leverage of 4.9x at the end of fiscal 2017,
S&P's projection does not incorporate the potential for additional
share repurchases or acquisitions.



GV HOSPITAL: To Hire Nelson Law as Ordinary Course Professional
---------------------------------------------------------------
GV Hospital Management, LLC has filed a motion seeking approval
from the U.S. Bankruptcy Court in Arizona to employ Nelson Law
Group, PLLC as an ordinary course professional.

In the same filing, the Debtors also propose to establish a
procedure for employing additional OCPs in the future.

Prior to its bankruptcy filing, GV Hospital and two of its
affiliates hired the firm as general corporate and regulatory
counsel.  

The Debtors propose to pay the firm without filing a formal fee
application, provided that the amount of the invoice does not
exceed the budgeted amounts by more than 25% on a monthly or
annualized basis.  The initial budget for the firm will be $10,000
per month.

The hourly rates charged by the firm are:

     Timothy Nelson        $350
     Julie Nelson          $350
     Lauren Weinzweig      $350
     Joel Wakefield        $350
     Mayan Tahan           $350
     Shelley DiGiacomo     $350

Timothy Nelson, member and manager of The Nelson Law Group,
disclosed in a court filing that he and his firm do not hold or
represent any interest adverse to the Debtors or their bankruptcy
estates.

The firm can be reached through:

     Timothy A. Nelson, Esq.
     Nelson Law Group, PLLC
     21 West Coolidge Street
     Phoenix, AZ 85013

                   GV Hospital Management LLC

GV Hospital Management, LLC dba Green Valley Hospital, and its
affiliates Green Valley Hospital, LLC dba Green Valley Hospital and
GV II Holdings, LLC filed separate Chapter 11 petitions (Bankr. D.
Ariz. Case Nos. 17-03351, 17-03353 and 17-03354, respectively), on
April 3, 2017. The petitions were signed by Grant Lyon, chairman of
the Board.

The cases are assigned to Judge Scott H. Gan.  The Debtors are
represented by S. Cary Forrester, Esq. and John R. Worth, Esq. at
Forrester & Worth, as bankruptcy counsel.

GV Hospital Management listed $50 million to $100 million in both
assets and liabilities.  Green Valley Hospital listed $1 million to
$10 million in assets while GV II Holdings listed under $1 million
in assets.  Both Debtors listed $50 million to $100 million in
liabilities.

Green Valley Hospital -- http://www.greenvalleyhospital.com/-- is

a licensed and general acute care hospital open 24 hours a day,
seven days a week.  It cost more than $75 million to construct and
equip, and opened in May of 2015.  The hospital is a 49-bed general

acute care hospital with a 12-bed emergency department. The
hospital currently has 337 employees, and has credentialed over
232 physicians on its medical staff.


HALT MEDICAL: Taps Canaccord Genuity as Investment Banker
---------------------------------------------------------
Halt Medical, Inc. seeks approval from the U.S. Bankruptcy Court
for the District of Delaware to hire an investment banker.

The Debtor proposes to hire Canaccord Genuity Inc. to provide these
services related to its Chapter 11 case:

     (a) review and analyze the Debtor's business and financial
         projections;

     (b) evaluate the Debtor's strategic and financial
         alternatives;

     (c) assist the Debtor in evaluating, structuring,
         negotiating, and implementing potential transactions;

     (d) assist the Debtor in preparing descriptive material to be

         provided to parties that might participate in potential
         transactions;

     (e) develop, update, and review with the Debtor on an ongoing

         basis a list of parties that might participate in
         potential transactions;

     (f) contact potential parties to a transaction;

     (g) provide summaries to the Debtor of communications with  
         potential parties to a transaction;

     (h) assist the Debtor and its counsel in evaluating potential

         term sheets, indications of interest, letters of intent
         and other transaction agreements;

     (i) assist in the development of presentations to the
         Debtor's Board of Directors and representatives, and to
         various creditors, committees, and other parties;

     (j) participate in hearings before the bankruptcy court and
         provide testimony related to a transaction or proposed
         plan of reorganization;

     (k) evaluate, structure and negotiate the terms and
         conditions of any proposed transaction;

     (l) prepare for and participate in meetings with the Debtor's

         lenders, creditor groups, official constituencies and
         other interested parties; and

     (m) assist the Debtor and its counsel in negotiating
         agreements and definitive contracts for transactions;

Canaccord will be compensated according to this fee arrangement:

     Monthly Work Fees     $50,000
     Success Fee           $900,000
     New Capital Fee       4% of gross proceeds

Geoffrey Richards, managing director and head of North America Debt
Finance and Restructuring of Canaccord, disclosed in a court filing
that his firm is a "disinterested person" as defined in section
101(14) of the Bankruptcy Code.

The firm can be reached through:

     Geoffrey Richards
     Canaccord Genuity Inc.
     45 7th Street South, Suite 2640
     Minneapolis, MN 55402
     Tel: +1 612 332 2208

                     About Halt Medical Inc.

Halt Medical, Inc. sought bankruptcy protection (Bankr. D. Del.,
Case No. 17-10810) on April 12, 2017.  Kimberly Bridges-Rodriguez,
president and CEO, signed the petition.  Judge Laurie S.
Silverstein presides over the case.  At the time of the filing,
the
Debtor estimated $1 million to $10 million in assets and $100
million to $500 million in liabilities.

Drinker Biddle & Reath LLP represents the Debtor.  Donlin, Recano &
Company, Inc. serves as claims and noticing agent.

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


HBC HOLDINGS: Moody's Revises Outlook to Stable & Affirms Caa2 CFR
------------------------------------------------------------------
Moody's Investors Service changed the rating outlook for HBC
Holdings LLC (d.b.a. "World and Main") to stable from negative. In
the same rating action, Moody's affirmed the company's Corporate
Family Rating (CFR) at Caa2 and Probability of Default Rating (PDR)
at Caa2-PD (/LD appended), and upgraded the rating on its $100
million ($88 million outstanding) first lien senior secured term
loan due 2020 to Caa1 from Caa2.

The stabilization of the rating outlook for World and Main reflects
the improvements in its liquidity profile accomplished through
credit agreement amendments as well as improvement in the company's
earnings profile resulting from the divestiture of its Handy
Hardware business. The elimination of Handy Hardware's operating
losses will improve World and Main's credit metrics as well as
incrementally benefit its free cash flow generation, while a
reduction of working capital needs will modestly increase revolver
availability. Moody's estimates World and Main's debt to EBITDA
leverage (inclusive of standard adjustments and pro forma for the
sale of Handy Hardware) to be over 8.5x, and EBITA to interest
coverage to be below 1.0x as of December 2016. The company's cost
savings initiatives implemented in 2016 and continuing through 2017
are also expected to contribute to an improved earnings profile
over the next 12 to 18 months.

World and Main's liquidity has improved through the modifications
of its financial maintenance covenants as per the first lien,
second lien, and ABL credit agreement amendments in March 2017. As
a part of these amendments, the company's first lien net leverage
and total net leverage covenants were re-set to allow for increased
flexibility, and a minimum EBITDA covenant was added. Moody's
recognizes the modestly positive effect of the equity contribution
of about $3 million annually as part of this transaction. The
amendments also included an increase of first lien pricing by 75
basis points, an increase in first lien term loan required annual
amortization to $6 million from $1 million, and an introduction of
pay-in-kind (PIK) interest component for the unrated second lien
debt of $3 million per year. Moody's considers the conversion of
half of the second lien interest to PIK to be a distressed
exchange. Moody's appended the Caa2-PD PDR with a "/LD" designation
indicating limited default. The "/LD" designation will be removed
in roughly three business days.

The upgrade of the first lien term loan rating to Caa1 reflects the
shift to a lower proportion of first lien term loan to second lien
debt in the company's capital structure, resulting from recent
first lien principal reductions, and thus a higher absorption of
losses by the second lien debt in Moody's Loss Given Default Rating
framework.

Moody's took the following rating actions on HBC Holdings LLC:

Corporate Family Rating, affirmed at Caa2;

Probability of Default Rating, affirmed at Caa2-PD (/LD
appended);

$100 million ($88 million outstanding) first lien senior secured
term loan due 2020, upgraded to Caa1 (LGD3) from Caa2 (LGD3);

The rating outlook, changed to stable from negative.

RATINGS RATIONALE

The Caa2 CFR reflects the company's weakened earnings profile and
very high debt leverage, which have resulted from operational
weakness in certain of its distribution channels and product lines.
Additionally, the rating incorporates World and Main's low
operating margins that are inherent to the distribution business
model, its small revenue size and scale compared to peers, and
history of acquisitions and the associated potential integration
and synergy realization risks. The company's rating is supported by
the variety of its product offerings and distribution channels,
solid product sourcing capabilities, and low customer
concentration. Additionally, the rating is supported by the
positive trends in the repair and remodeling end markets as well as
by the actions taken by management to improve the business profile,
including addressing the weakness in operations through cost
cutting initiatives and working capital management. The rating is
also supported by the company's adequate liquidity.

The ratings could be upgraded if the company demonstrates
sustainable positive operating trends including revenue and
earnings growth, improves profitability through cost cutting
actions such that debt to EBITDA leverage declines below 7.0x, and
generates positive free cash flow. Additionally, the company would
need to maintain adequate liquidity, including a healthy covenant
compliance cushion. Moody's would also need to gain comfort with
the company's ability to successfully refinance its debt
maturities.

The ratings could be downgraded if the company's earnings profile
and leverage deteriorate or if liquidity were to weaken, including
due to covenant compliance difficulties or negative free cash flow
generation.

The principal methodology used in these ratings was Distribution &
Supply Chain Services Industry published in December 2015.

HBC Holdings LLC (d.b.a. "World and Main"), founded in 1971 and
headquartered in Cranbury, New Jersey, is a multi-channel
distributor of hardware, plumbing and household products. The
company's product offering consists of about 40,000 SKUs and
distribution channels include local retail stores, industrial
suppliers, national retailers, food and drug stores. In 2012,
Hardware Holdings was acquired by Littlejohn & Co. In 2016, the
company's revenues excluding Handy Hardware were approximately $300
million.



HELLBENDER BREWING: Plan to Be Funded by Equity Infusion, Cash
--------------------------------------------------------------
Hellbender Brewing Company LLC filed with the U.S. Bankruptcy Court
for the District of Columbia a disclosure statement dated April 24,
2017, for the Chapter 11 plan of reorganization.

The Plan will be funded by the equity infusion and available cash
from the operations of the Debtor's business.  Evidence that the
Equity Infusion is being held in an account will be filed with the
Court on or before the Effective Date.  In the event that the
Debtor is unable to secure the Equity Infusion on or before the
Effective Date, the lender will have the right to pursue its rights
and remedies under state law, and the Debtor will not seek to
enforce the automatic stay, re-file for bankruptcy protection, or
otherwise interfere with the Lender's pursuit of its rights and
remedies under state law, except as permitted by state law.

Under the Plan, Class 1 - Allowed Secured Lender Claim, estimated
at $1,053,663.99, is impaired.  The holder of the Allowed Class 1
Claim will receive on the Effective Date cash in the amount of any
post-petition payments due and owing the Lender as of the Effective
Date.  Commencing on the first day of the first month after the
Effective Date, the Reorganized Debtor will make monthly payments
to the Lender of consisting of principal and interest in an amount
so as to fully amortize the Allowed Class 1 Claim over a term
commencing on the first day of the first month after the Effective
Date and ending on March 27, 2024.  Until the time as the Allowed
Class 1 Claim is paid in full in accordance with the Plan, the
holder of the Allowed Class 1 Claim will retain a lien on the
Assets of the Reorganized Debtor.  Class 1 is impaired by the
Plan.

Class 3 - Allowed Unsecured Claims, estimated at $160,965.37, are
unimpaired.  Each holder of an Allowed Class 3 Claim will be paid
as follows: (i) in cash in an amount equal to the Allowed Class 3
Claim, on the later of the Effective Date or 30 days after any of
that claim becomes an allowed unsecured claim, or (ii) upon other
less favorable terms as may be agreed to by the holder of such
Allowed Unsecured Claim and the Reorganized Debtor.  Class 3 is
unimpaired by the Plan.

The Disclosure Statement is available at:

          http://bankrupt.com/misc/dcb16-00577-133.pdf

                About Hellbender Brewing Company

Hellbender Brewing Company LLC is a Delaware limited liability
company organized in 2012 for the purpose of constructing and
operating a microbrewery to produce malt beverages for sale in the
District of Columbia and neighboring areas within the Washington,
D.C. metropolitan region.

In 2014, with funding from shareholder capital contributions and an
SBA-backed loan from EagleBank, the Debtor constructed a
state-of-the-art microbrewery in a northeast D.C. warehouse.

At the microbrewery, the Debtor both produces its hand-crafted
beers and sells them in its tasting room to patrons of the
microbrewery. In addition to the onsite sales, the Debtor's
products are distributed to restaurants and bars in Montgomery
County, Maryland and in Northern Virginia, both inside the Capital
Beltway and in Loudoun and Fauquier Counties.

Hellbender Brewing Company LLC filed a voluntary petition for
relief under chapter 11 of the Bankruptcy Code (Bankr. D.D.C. Case
No. 16-00577) on Nov. 1, 2016.  The petition was signed by Patrick
Mullane, vice president.  The Debtor tapped Lawrence Allen Katz,
Esq., at Hirschler Fleischer as bankruptcy counsel and Davis Wright
Tremaine LLP as special counsel.  The case is assigned to Judge
Martin S. Teel, Jr.  The Debtor estimated assets and liabilities at
$1 million to $10 million at the time of the filing.

The Debtor tapped Davis Write Tremaine LLP as special counsel.


HOTEL PARK: Opposes Approval of Burke and Herbert Plan
------------------------------------------------------
Hotel Park Regency LLC asked the U.S. Bankruptcy Court for the
Eastern District of Virginia to deny approval of the Chapter 11
plan and disclosure statement filed by Burke and Herbert Bank and
Trust Co.

Richard Hall, Esq., Hotel Park Regency's lawyer, said that Burke
and Herbert treated the bankruptcy case as if it were a "small
business case" by soliciting votes on the plan before a disclosure
statement is approved by the court.

"The proposed disclosure statement is wholly inadequate for the
purpose of informing creditors how they might evaluate the proposed
plan and how they should cast should cast their ballots," Mr. Hall
further said in court papers.

Secured creditors Roberto and Hung Rodriguez echoed the same
argument.  In a court filing, the creditors argued that the
company's actions are "procedurally defective" and violate the
provisions of section 1125(b) of the Bankruptcy Code.

The secured creditors are represented by:

     William H. Casterline, Jr., Esq.
     Jeremy B. Root, Esq.
     James R. Meizanis, Jr., Esq.
     Blankingship & Keith, P.C.
     4020 University Drive, Suite 300
     Fairfax, VA 22030
     Phone: (703) 691-1235
     Fax: (703) 691-3913

                  About Hotel Park Regency LLC

Headquartered in Annandale, Va., Hotel Park Regency LLC filed for
Chapter 11 bankruptcy protection (Bankr. E.D. Va. Case No.
16-13442) on October 11, 2016.   In its petition, the Debtor
estimated $1 million to $10 million in assets and liabilities.  The
petition was signed by Moon Park, managing member.

Judge Brian F. Kenney presides over the case.  The Debtor hired
Richard G. Hall, Esq., and Weon Geun Kim, Esq., as bankruptcy
counsel.  Sang H. Kang & Associates serves as its accountant.

On March 29, 2017, the Debtor filed a disclosure statement, which
explains its proposed Chapter 11 plan of reorganization.


IASIS HEALTHCARE: Moody's Assigns Ba3 Rating to Proposed Term Loan
------------------------------------------------------------------
Moody's Investors Service assigned a Ba3 rating to the proposed
amended and extended term loan of IASIS Healthcare LLC. There are
no changes to other ratings including the B2 Corporate Family
Rating, B2-PD Probability of Default Rating and Caa1 senior
unsecured rating. The outlook is negative.

At this time there is no change to the Speculative Grade Liquidity
Rating of SGL-2 (good liquidity). Moody's will reevaluate the
liquidity rating following the completion of the proposed
refinancing. Even if IASIS is successful in extending the term
loan, Moody's may still lower the SGL rating due to the
contemplated repayment of $100 million of the loan as part of the
refinancing transaction. While this will modestly improve financial
leverage, it will reduce IASIS' cash, which has been a support to
the company's liquidity and ratings.

If IASIS does not successfully extend the maturity of its term
loan, or is left with a significant non-extended portion that
matures in May 2018, it would put downward pressure on all of the
company's ratings.

Moody's will continue to monitor the company's progress in
improving its operating performance. In January 2017, Moody's
changed IASIS' rating outlook to negative, reflecting the company's
persistently high financial leverage as well as several risks that
could jeopardize the company's turnaround, including disruption
from the conversion to a new IT system, potential changes to Texas'
Medicaid waiver program, and the expiration of the Arizona Medicaid
contract in September 2018. Any unfavorable development related to
these factors or other operating issues will increase the risk
around the company's ability to refinance upcoming debt maturities.
Assuming a successful extension of its term loan, IASIS will still
need to address the May 2019 maturity of its unsecured bonds.

Ratings Assigned:

Senior secured bank credit facility due 2021, Ba3 (LGD 2)

RATINGS RATIONALE

IASIS' B2 Corporate Family Rating reflects Moody's expectation that
the company will continue to operate with very high financial
leverage. The B2 also reflects IASIS' weak free cash flow, which
will likely remain negative over the next 12-18 months. This is
due, in part, to a very significant investment in new system-wide
IT systems. The ratings are also constrained by the company's high
geographic concentration, with about 90% of its acute care hospital
revenue generated in three states (Arizona, Texas and Utah). It
also has over 80% of its HealthChoice managed care operation
generated from Medicaid contracts in Arizona. Despite the
geographic concentration, IASIS has a strong competitive presence
in its core markets and manages a significant number of lives in
its managed care contracts.

The negative rating outlook reflects risk that the company's
turnaround will not materialize as expected and that incremental
headwinds could raise refinancing risk.

Moody's could upgrade the ratings if Moody's expects adjusted
debt/EBITDA to be sustained below 5.0 times through either debt
repayment or growth in EBITDA.

Moody's could downgrade the ratings if liquidity weakens or if
refinancing risk rises. Further if the company's earnings remain
depressed such that Moody's expects adjusted debt/EBITDA to remain
above 6.5x, Moody's could downgrade the ratings.

IASIS Healthcare LLC, a wholly owned subsidiary of IASIS Healthcare
Corporation (collectively IASIS) is an owner operator of acute care
hospitals in high growth urban and suburban markets. Headquartered
in Franklin, Tennessee, IASIS operates 17 acute care hospitals and
one behavioral health hospital across six states. IASIS also owns
and operates Health Choice, a managed care operation that includes
health plans, third party management and administrative services
(MSO) and accountable care network development and management. TPG,
JLL Partners, and Trimaran Fund Management hold approximately
74.4%, 18.8%, and 6.8%, respectively, of the equity interests of
IASIS Investment LLC, the majority owner of IASIS Healthcare
Corporation. IASIS generated approximately $3.29 billion in revenue
for the twelve months ended December 31, 2016.

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


INDIANA FINANCE: Fitch Lowers Private Activity Bonds Rating to B-
-----------------------------------------------------------------
Fitch Ratings has downgraded the Indiana Finance Authority's (IFA)
private activity bonds (PABs) issued on behalf of I-69 Development
Partners LLC (I-69 DP) for the I-69 Section 5 project to 'B-' from
'B'. The bonds remain on Rating Watch Negative.

The downgrade reflects growing uncertainty and a more limited
margin of safety for the project as result of a failure to execute
the terms of a Memorandum of Understanding (MOU) reached between
project parties earlier this year which appeared to settle time and
cost disputes. The lack of a global settlement heightens the risk
to the project failing to meet the current longstop date of Oct.
31, 2017. In addition, it is unclear where additional sources of
funding will come from, without a contribution from Grupo Isolux
Corsan, SA (Isolux, rated 'RD'), the parent company of Isolux
Corsan LLC (the design build contractor) to meet the requirements
of a new global settlement should one be reached between the
pertinent parties. Barring movement towards a new MOU with funding
sources firmly in place, a downgrade to 'CCC' is likely in the next
60-90 days.

The MOU, signed on Feb. 13, 2017, addressed key issues such as
increased costs, existing relief claims and outstanding notices of
default, along with extending the substantial completion and
longstop dates and was considered a positive development for the
project. The MOU also required I-69 DP and Isolux to contribute
$23.3 million and $52 million (includes funds to repay the letter
of credit) to the project, respectively, and IFA would make an
additional $28.2 million milestone payment. However, the
deterioration in the restructuring of Isolux rendered the MOU
unsuccessful as Isolux is not able to meet the terms of its
obligations under the agreement, specifically the $52 million
equity infusion. Negotiations between I-69 DP and the IFA are
ongoing, as both parties work towards a global solution and
successfully completing the project.

The outlook on the bonds remains at Rating Watch Negative.
Resolution of the Negative Watch depends on a negotiated settlement
between all parties, with updated documentation and bondholder
authorization that resolves outstanding disputes surrounding
liquidity, timing and scope. Notably, updated documentation would
need to resolve construction delays and equity infusions, most
importantly revising the substantial completion date and extending
the longstop date.

KEY RATING DRIVERS

Construction Delays, Weak Contractor (Completion Risk - Weaker)
The project is not expected to be completed by the current longstop
date of Oct. 31, 2017. Substantial completion was originally
projected for Oct. 31, 2016, but the project is only approximately
56% complete. Without the execution of a global settlement that
extends the longstop date, the project will not meet this deadline,
which is a termination event under the documents. Additionally, the
continued deterioration in credit quality of Isolux has strained
the project.

Straightforward Operations, Handback Risk Well Managed (Cost Risk -
Midrange)
Once construction is complete, the project company will
self-perform most operation and maintenance (O&M) activities,
exposing it to O&M and lifecycle cost risk over the project life.
O&M works are generally considered relatively straightforward given
the limited scope of the project. The major maintenance reserve
account (MMRA) and handback requirements reserve account (HBRA) are
both designed such that major works should be anticipated from a
funding perspective several years ahead of incurrence. The
project's cost profile is significantly backended with a large part
of lifecycle works anticipated during the handback period, but
since final debt maturity is five years prior to concession
maturity, bondholders are not exposed to handback risk.

Strong Counterparty, Significant Delays (Revenue Risk - Stronger)
Milestone and availability payments during the project are made by
Indiana Finance Authority (IFA, or the grantor), whose obligation
has been rated at 'AA'/Outlook Stable. While the IFA is a strong
counterparty, poor relations between all project parties have
resulted in delays and cost deductions. IFA and the Developer
continue to be committed to successfully completing the project and
working towards a solution.

Conservative Debt Structure (Debt Structure - Midrange)
Structural features, including the fixed interest rate payable,
full amortization, 1.15x dividend lock-up and debt service reserve
account (DSRA), provide bondholders with protection against adverse
developments over the project life. The DSRA is sized at
six-month's debt service, which is at the tighter end of projects
in Fitch's rated portfolio, constraining the risk factor
assessment.

Metrics Post Construction Indicate Financial Resilience
While Fitch base and rating cases reflect debt service coverage
ratio (DSCR) profiles consistent with a 'BBB' rating post
construction, averaging above 1.50x and falling no lower than
1.22x, current construction issues warrant a lower rating.

Peer Group
Fitch-rated peers include other availability payment structures
within Fitch's portfolio, such as NYNJ Link Borrower LLC
('BBB'/Outlook Stable) and Kentucky Wired Infrastructure Company,
INc. (KWIC; 'BBB+'/Outlook Negative). The projects have comparable
construction packages and financial metrics. However, KWIC's
Negative Outlook reflects an approximate one-year delay to the
construction completion date.

RATING SENSITIVITIES

Negative - Failure to reach a new global settlement between parties
with identified funding sources over the next 60-90 days would
result in a rating downgrade.

Negative - Continued delays, ongoing disputes, inadequate
liquidity, and further work suspensions which jeopardize the
ability to meet a revised completion date.

Negative - Significant sustained payment deductions being levied
against the project company or materially higher costs during the
operating period than currently forecast, either of which reduce
coverage levels well below current projections, would also place
the rating under pressure.

Positive - Execution of a global settlement between parties that
resolves outstanding issues in regards to liquidity, timing and
scope and a construction schedule that is deemed to be technically
sound and achievable, could result in a rating upgrade.

SUMMARY OF CREDIT

The MOU entered into between IFA and I-69 DP was a positive
development for the project, but ultimately was unable to move
forward. The MOU extended the project's substantial completion date
to May 31, 2018 (from Oct. 31, 2016) and the longstop date to Nov.
30, 2018 (from Oct. 31, 2017). Additionally, the MOU required I-69
DP and Isolux to contribute $23.3 million and $52 million (includes
funds to repay the LC) to the project, respectively. Furthermore,
the IFA would make an additional $28.2 million milestone payment to
I-69 during the remaining construction period and availability
payments will be delayed to coincide with the new schedule,
commencing in June 2018. A delay in Isolux's restructuring process
has made the company unable to contribute funds at this time and an
additional three to four months would be needed before Isolux could
potentially infuse funds. Considering the project is already
significantly delayed, the IFA and I-69 DP have abandoned the MOU.

Construction work is progressing and the most recent Technical
Advisor (TA) report states notable progress has been made over the
past number of months, assisted in part by favorable weather
conditions, but primarily due to the agreement between all key
stakeholders to resolve the completion issues. The TA also opines
that, given the current status of construction, the risk of further
delays related to design, utilities, permitting and geotechnical
conditions is significantly reduced.

Subcontractors are working towards the MOU's revised substantial
completion date of May 31, 2018. While a full review of the MOU's
revised schedule and cost summary was not completed by the TA, the
February 2017 report stated that the MOU timeline was considered
reasonable and its terms achievable, based on the information
provided.

Negotiations between all stakeholders have recommenced upon the
dissolution of the MOU. Fitch will continue to monitor progress
towards a settlement. Prior to taking any rating action, Fitch will
assess the impact of any settlement on the project after the TA
opines on the reasonableness of I-69 DP and Isolux to achieve the
revised completion dates as well as the sufficiency of the
additional funds to cover the revised cost to complete. In
addition, Fitch will review the updated financial model, the
remaining scope, any deviations from the original concession
agreement, the achievability of the revised schedule, the remaining
critical path items, the flexibility to absorb unexpected future
delays, and any potential impact on the operating period.


INTERNATIONAL BRIDGE: Can Use Cash Collateral Until April 30
------------------------------------------------------------
Judge Robert D. Berger of the U.S. Bankruptcy Court for the
District of Kansas signed a Fourth Interim Order authorizing
International Bridge Corporation to use cash collateral on an
interim basis, until April 30, 2017.

Judge Berger acknowledged that the Debtor has an immediate and
critical need to use cash collateral in order to preserve and
protect the value of its assets.  He further acknowledged that the
Debtor has no source of income other than from the operation of its
business.

TOA Corporation, the Government of Guam, Department of Revenue and
Taxation, Leidos, Inc., and the Internal Revenue Service, may claim
an interest or lien in the cash collateral.

The Debtor has requested further authority to use cash collateral
generated post-Petition, which is comprised primarily of accounts
receivable due under its Insurance and Maintenance Agreement with
CaPFA Capital Corp. 2010A for the John F. Kennedy High School in
Guam or of proceeds from the assignment of that Agreement, and a
determination by the Court that no further adequate protection is
currently necessary.

Accordingly, the Debtor is authorized to use cash collateral in
order to conduct its day-to-day operations including, but not
limited to, the payment of utility expenses, payment for the
purchase of supplies and other various overhead expenses, payment
of income to its employees, payment of attorney's fees, and for
payment of the U.S. Trustee's assessments and other expenses in the
Chapter 11 proceeding.

The Debtor is directed to continue to tender monthly payments to
the IRS in the amount of $2,000, and grant the IRS a continuing and
replacement lien in accounts receivable created post-petition.

Judge Berger held that the Debtor will not be obligated to provide
additional adequate protection at the moment.

A continued hearing is scheduled on this matter for April 20, 2017
at 1:30 p.m.

A full-text copy of the Fourth Interim Order, dated April 24, 2017,
is available at https://is.gd/gKtGwV

             About International Bridge Corporation

International Bridge Corporation, a contractor for government
projects in the South Pacific and Guam, sought Chapter 11
protection (Bankr. D. Kan. Case No. 15-20951) in Kansas City on May
7, 2015.  The Debtor is an Ohio corporation, with its principal
place of business in Berryton, Kansas.  Robert Toelkes, the sole
shareholder and manager, signed the petition.  The Debtor disclosed
total assets of $17.4 million and total debt of $27.4 million.

The case is assigned to Judge Robert D. Berger.  The Debtor tapped
Wesley F. Smith, Esq., at Stevens & Brand, LLP, as its counsel.
Wyatt A. Hoch, Esq., at Foulston Siefkin, LLP, serves as the
Debtor's special litigation counsel.  Robert G. Nath, at Robert G.
Nath, PLLC, represents the Debtor as special tax counsel.          


IRACORE INT'L: Moody's Appends LD Designation to Ca-PD PDR
----------------------------------------------------------
Moody's Investors Service appended Iracore International Holdings,
Inc.'s (Iracore) Ca-PD PDR with a "/LD" designation, indicating
limited default, following the close of the US$125 million senior
secured notes exchange to equity. Moody's considers the transaction
a distressed exchange, which is a default under Moody's definition.
The "/LD" designation will be removed after one business day. All
other ratings are unchanged. The outlook remains negative. All
ratings will be withdrawn within a few business days due to the
notes being extiguished.

RATINGS RATIONALE

Iracore International Holdings Inc.'s (Iracore) Ca CFR is driven by
the company's very high financial leverage, weak interest coverage
and weak liquidity. Iracore's pipe-lining system has historically
been sold mainly to a few large Canadian oil sands customers for
use in critical applications. However, as a result of the low oil
price, demand from these customers has weakened materially and is
likely to remain weak, as consumers continue to seek alternatives
to the Iracore system for their near term needs. These alternatives
include uncoated steel pipes, which have higher ongoing costs, but
require reduced upfront capital.

Iracore International Holdings, Inc. primarily manufactures
pipe-lining systems for the oil sands mining industry.


J. CREW GROUP: Chief Financial Officer Will Assume Additional Roles
-------------------------------------------------------------------
J. Crew Group, Inc. announced that Michael J. Nicholson, 50,
president, chief operating officer and chief financial officer of
the Company, will assume additional responsibility for the J.Crew
Brand, effective April 25, 2017.  

The Company also elected Libby Wadle, 44, as president, Madewell
Brand.  Prior to this appointment, Ms. Wadle served as president,
J.Crew Brand since 2013.  

                       About J. Crew Group

J.Crew Group, Inc. is an internationally recognized omni-channel
retailer of women's, men's and children's apparel, shoes and
accessories.  As of Nov. 22, 2016, the Company operates 287 J.Crew
retail stores, 110 Madewell stores, jcrew.com, jcrewfactory.com,
the J.Crew catalog, madewell.com, the Madewell catalog, and 181
factory stores (including 37 J.Crew Mercantile stores).

For the year ended Jan. 28, 2017, J. Crew reported a net loss of
$23.51 million following a net loss of $1.24 billion for the year
ended Jan. 30, 2016.  As of Jan. 28, 2017, J. Crew had $1.43
billion in total assets, $2.21 billion in total liabilities and a
total stockholders' deficit of $786.21 million.

                         *   *   *

As reported by the TCR on Dec. 16, 2016, S&P Global Ratings lowered
its corporate credit rating on the New York-based specialty
retailer J. Crew Group Inc. to 'CCC-' from 'B-'. "The downgrade
reflects our view that the company's suppressed debt trading prices
could culminate in a distressed debt buyback or debt exchange,"
said credit analyst Helena Song.

J. Crew carries a 'Caa2' Corporate Family Rating from Moody's
Investors Service.  J. Crew's 'Caa2' Corporate Family Rating
reflects its weak operating performance and high debt burden, with
credit agreement debt/EBITDA of 11 times and interest coverage
below 1.0 time, Moody's said.


KAARS INC: Gets Court Approval of Plan to Exit Bankruptcy
---------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Jersey confirmed
the plan proposed by Kaars Incorporation to exit Chapter 11
protection.

The court on April 18 gave the thumbs-up to the plan after finding
that it satisfied the requirements for confirmation under section
1129 of the Bankruptcy Code.

Under the plan of reorganization, Class 5 general unsecured
creditors will be paid a 19.9% dividend of $72,000 on the 37th
month following the effective date of the plan, and will be paid in
full on or before the 48th month.

The total amount of general unsecured claims allowed by the court
is $361,916.61.

Payments under the plan will come from the company's post-petition
income generated from the continued operation of its businesses.  

Moreover, the company's equity interest holders will make a capital
contribution of a minimum of $25,000 on the effective date to pay
administrative costs, according to its plan.

A copy of the court order and the plan is available for free at:

                    https://is.gd/PVy0ou

                 About Kaars Incorporation

Based in Trenton, New Jersey, Kaars Incorporation, also known as
Quality Auto, is an automotive company providing towing services
and selling used auto parts and vehicles locally and via the
internet.  Its business caters primarily to lower income customers.
  

The Debtor filed a Chapter 11 petition (Bankr. D.N.J. Case No.
16-22015) on June 21, 2016.  In its petition, the Debtor declared
$72,300 in total assets and $1.93 million in total liabilities.
The petition was signed by Isam Abuhumoud, vice-president.  

A list of the Debtor's eight largest unsecured creditors is
available for free at http://bankrupt.com/misc/njb16-22015.pdf

The case is assigned to Judge Kathryn C. Ferguson.  Scott Eric
Kaplan, Esq., at Scott E. Kaplan, LLC, serves as bankruptcy
counsel.

On February 22, 2017, the Debtor filed a Chapter 11 plan of
reorganization and disclosure statement.


KEYSTONE ACQUISITION: Moody's Assigns B3 CFR on Leveraged Buyout
----------------------------------------------------------------
Moody's Investors Service assigned a B3 Corporate Family Rating
(CFR) and a B3-PD Probability of Default Rating (PDR) to Keystone
Acquisition Corp. (KEPRO) following the announcement of its
leveraged buyout. Concurrently, Moody's assigned a B1 rating to the
company's proposed first lien revolver and term loan, and a Caa2
rating to the proposed second lien term loan. The rating outlook is
stable.

Proceeds from the $205 million first lien term loan, $100 million
second lien term loan and about $215 million in common equity will
fund the leveraged buyout of the company, refinance existing debt,
and pay transaction fees and expenses.

"The company's debt to EBITDA is around 6 times pro forma for the
transaction," stated Moody's analyst Todd Robinson. "We expect some
deleveraging through earnings growth but believe the company's
small size, niche focus and significant customer concentration will
constrain the ratings in the near term," continued Todd Robinson.

Moody's assigned the following ratings to Keystone Acquisition
Corp:

Corporate Family Rating at B3

Probability of Default Rating at B3-PD

$25 million senior secured revolving credit facility at B1 (LGD
3)

$205 million senior secured first lien term loan at B1 (LGD 3)

$100 million senior secured second lien term loan at Caa2 (LGD 5)

The rating outlook is stable.

RATINGS RATIONALE

The B3 Corporate Family Rating reflects the company's small size,
high financial leverage and significant contract concentration.
Moody's expects that the company's top four customers will continue
to account for about 60% of revenue. In addition, the company's
narrow product focus within the care management and quality
improvement organization sector for Medicare and Medicaid patients
is a further constraint on the rating. However, KEPRO is well
positioned to benefit from greater government outsourcing related
to management of healthcare services. The company also has a good
liquidity profile, solid margins and long standing relationships
with many of its customers.

The stable ratings outlook reflects Moody's expectation that the
company will remain small, concentrated in a niche market and
highly leveraged. In its outlook Moody's assumes that KEPRO's
credit metrics will improve through earnings growth over the next
12 to 18 months.

The ratings could be upgraded if the company effectively manages
its growth and reduces debt to EBITDA to below 5.0 times. A
material increase in scale and reduced customer concentration would
also support an upgrade.

The ratings could be downgraded if the company loses a material
contract or if liquidity deteriorates. If profitability and cash
flow are materially impacted by increased competition or aggressive
financial policies, the rating could be downgraded.

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

KEPRO is a care management and quality improvement organization for
Medicare and Medicaid patients. The company's services include
utilization review, case and disease management, quality
improvement and healthcare analytics. Revenues are around $160
million.



LEONARD COHEN: Windsor to Auction Insurance Policy on May 11
------------------------------------------------------------
Windsor Securities, LLC or its assignee or designee, as secured
party, will offer for sale at a public auction on May 11, 2017 at
10:00 a.m., an insurance policy issued to the Leonard Cohen Family
Insurance Trust.

The policy was issued on November 16, 2007, policy number 9 433 490
by Nationwide Life and Annuity Company of America.  The Policy
serves as collateral pledged to the Secured Party by The Leonard
Cohen Family Insurance Trust Health, Inc., as debtor, and Jeff
Suissa, beneficiary of the Debtor.

The auction will be held at the offices of:

     Offit Kurman
     Ten Penn Center
     1801 Market St., Ste. 2300
     Philadelphia, PA 19103

Pursuant to a Life Insurance Premium Financing Agreement and
related Promissory Note in the original principal amount of
$279,340 dated May 8, 2008 between the Debtor and the Secured
Party, among other loan and security documents, the Debtor granted
to the Secured Party liens on and security interests in the
Collateral, among other assets, in order to secure the Debtor's
repayment obligations with respect to certain loans, advances and
extensions of credit made by the Secured Party to or for the
benefit of the Debtor.

Events of default have occurred under the terms and provisions of
the Security Agreement/

A more detailed description of the Policy is available by emailing
the Secured Party's counsel, Darin T. Judd, Esq. at
Djudd@twsglaw.com

The Collateral will be offered for sale strictly "AS IS", "WHERE
IS," "WITH ALL FAULTS" without recourse, representation, guaranty
or warranty of any kind whether express or implied.  Without
limiting the generality of the foregoing, the Secured Party
expressly disclaims all warranties of merchantability, fitness or
use, or otherwise and Secured Party will not be liable to the
Purchaser or any other person or entity for consequential or
incidental damages. The Debtor is entitled to an accounting of the
Indebtedness secured by the Collateral which will be sold pursuant
to this Notice. The Debtor may request such accounting by
contacting the undersigned counsel for the Secured Party. The
Secured Party reserves the right to credit bid all or any portion
of its claim against the Debtor to acquire the Collateral, either
directly or through an affiliated entity, and to credit the amount
bid against the expenses of the Auction and the Indebtedness. The
Secured Party also reserves the right to reject any bid or all bids
at the auction or any adjournment of the Auction. Further, the
Secured Party reserves the right to cancel, postpone or adjourn the
Auction with announcements made at the initial date set for the
Auction. The Auction may be resumed without further notice or
publication at the time and place which may have been given at the
adjournment. Any person desiring further information regarding the
Collateral or the Auction should contact counsel for Secured Party.


LIFE PARTNERS: Jury Verdict Against CEO & Lawyer Partly Reinstated
------------------------------------------------------------------
Jack Newsham, writing for Bankruptcy Law360, reports that the U.S.
Securities and Exchange Commission persuaded the Fifth Circuit to
partly reinstate a jury verdict against Life Partners Holdings Inc.
top shareholder and CEO Brian Pardo and top lawyer R. Scott Peden.

According to Law360, the appeals court also junked civil penalties
after finding that the lower court miscalculated.  Law360 recalls
that a jury three years ago found the Debtor, its top shareholder
and CEO Brian Pardo and its top lawyer R. Scott Peden turned a
blind eye to shortened life expectancy estimates that made the
policies they were selling seem more valuable.

                 About Life Partners Holdings

Headquartered in Waco, Texas, Life Partners Holdings, Inc. --
http://www.lphi.com/-- is the parent company engaged in the  
secondary market for life insurance, commonly called "life
settlements."  Since its incorporation in 1991, Life Partners,
Inc., has completed over 162,000 transactions for its worldwide
client base of over 30,000 high net worth individuals and
institutions in connection with the purchase of over 6,500 policies
totaling over $3.2 billion in face value.

LPHI is a publicly traded company incorporated in Texas and its
common stock has been delisted from the NASDAQ (formerly trading
under the symbol LPHI).

Life Partners Holdings sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. N.D. Tex. Case No. 15-40289) on Jan. 20,
2015.  LPHI disclosed $2,406,137 in assets and $52,722,308 in
liabilities as of the Chapter 11 filing.

The case was assigned to Judge Russell F. Nelms.  

J. Robert Forshey, Esq., at Forshey & Prostok, LLP, served as
counsel to the Debtor.

The official committee of unsecured creditors formed in the case
tapped Munsch Hardt Kopf & Harr, P.C., as counsel.

Tracy A. Bolt of BDO USA, LLP was named as examiner for the
Debtor's case.  

At the behest of the U.S. Securities and Exchange Commission, the
U.S. Trustee, and the Creditors Committee, the Court ordered the
appointment of a Chapter 11 trustee.  On March 13, 2015, H. Thomas
Moran II was appointed as Chapter 11 trustee in LPHI's case.  The
trustee was represented by Thompson & Knight LLP.

The Chapter 11 trustee signed Chapter 11 bankruptcy petitions for
LPHI's subsidiaries on May 19, 2015: Life Partners Inc. (Case No.
15-41995) and LPI Financial Services, Inc. (Case No. 15-41996).


LUVU BRANDS: Has Sold $100M Liberator Products Since Inception
--------------------------------------------------------------
Luvu Brands, Inc., furnished to the Securities and Exchange
Commission a handout -- https://is.gd/nrnDkD -- containing
information that the members of management will use during meetings
with investors, analysts, and other interested parties to assist
their understanding of the Company from time to time throughout the
fourth quarter of fiscal 2017.  Other presentations and related
materials will be made available as they are presented during the
year.  This handout is also available under the Financial Overview
link in the Company's investor relations website at
http://www.luvubrands.com/

"We have experienced periods of fast growth and slow growth (and
yes, even negative growth).  But regardless of the economic
climate, our Company has continued to evolve, and since inception,
we have produced and sold $100 million of Liberator products and
grossed over $165 million for all brands combined.  And we think
that's something to be proud of!" said Louis Friedman, president
anbd CEO.

"In addition to the Liberator product line, our Jaxx Living
collection has grown to become one of the leading domestic
producers of fashion bean bags and casual indoor/outdoor loungers.
Over the past 12 months, the Jaxx brand had net sales of $2.7
million, mostly through web retailers and Amazon.  And with our
innovations in vacuum compression, we believe the potential for our
Zipline collection of modular chairs, loveseats and sofas is
enormous.  With this new packaging design consumers can now
purchase a comfortable, durable and contemporary sleeper-loveseat
in box, carry it to their car, and easily move it into their home
or apartment.  

"Earlier this calendar year, we decided to allocate all our
resources on selling our own branded products and,  
as a result, we ended our adult toy distribution relationships.
This enables us to utilize our warehouse space, sales personnel and
employees to focus on expanding the Liberator, Jaxx and Avana
brands, which are sold at significantly higher gross margins.  So
although we expect to experience a short-term decline in net sales,
we should also see an improvement in the gross profit as a
percentage of net sales.  And, because we are more focused on
selling our branded products, we also expect to see acceleration in
the rate of sales growth for those products.  Our vision for Luvu
Brands has not changed.  We continue to believe that our long-term
success is based on providing customers with products that enhance
intimacy and sleep and add fun back into casual seating.  We strive
to reduce our carbon footprint through vacuum compression and
re-purposing our foam scrap into useful products. We act with
conscious intent to provide a meaningful solution to our customers'
needs while keeping sewn goods manufacturing here in America."

                      About Luvu Brands

Luvu Brands, Inc., formerly known as Liberator, Inc., is a
U.S.-based manufacturer that has built several brands in the
wellness, lifestyle and casual furniture and seating categories.
Its brands are headquartered in Atlanta in a 140,000 square foot
manufacturing facility.

Luvu Brands reported a net loss of $312,000 on $16.8 million of net
sales for the year ended June 30, 2016, compared to a net loss of
$474,000 on $15.6 million of net sales for the year ended
June 30, 2015.  As of Dec. 31, 2016, Luvu Brands had $4.35 million
in total assets, $6.54 million in total liabilities and a total
stockholders' deficit of $2.19 million.

Liggett & Webb, P.A., in Boynton Beach, Florida, issued a "going
concern" qualification on the consolidated financial statements for
the year ended June 30, 2016, citing that the Company has a net
loss of $312,000, a working capital deficiency of $2.4 million, and
an accumulated deficit of $9.2 million.  These factors raise
substantial doubt about the Company's ability to continue as a
going concern.


MARRONE BIO: Prices Offering of 5.7 Million Common Shares
---------------------------------------------------------
Marrone Bio Innovations, Inc. disclosed the pricing of its
previously announced underwritten public offering.  The Company is
offering 5,714,286 registered shares of its common stock, par value
$0.00001 per share, at a price to the public of $1.40 per share,
resulting in gross proceeds of approximately $8.0 million. In
connection with the offering, the Company has also granted the
underwriter a 45-day option to purchase up to an additional 857,143
shares of common stock offered in the public offering to cover
over-allotments, if any.  The Company intends to use the net
proceeds from the offering primarily to for general corporate
purposes, which may include operating expenses, working capital to
improve and promote its commercially available products, advance
product candidates, expand international presence and
commercialization, and general capital expenditures.  The offering
is expected to settle and close on April 28, 2017, subject to the
satisfaction or waiver of customary closing conditions.

National Securities Corporation, a wholly owned subsidiary of
National Holdings Corporation (NasdaqCM: NHLD), is acting as sole
book-running manager for the offering.

The securities are being offered by the Company pursuant to a
"shelf" registration statement on Form S-3 (File No. 333-215024),
including a base prospectus, previously filed with and declared
effective by the Securities and Exchange Commission (SEC) on
January 6, 2017.  A preliminary prospectus supplement relating to
the offering has been filed with the SEC and is available on the
SEC's website located at http://www.sec.gov. Copies of the
preliminary prospectus supplement and accompanying base prospectus
may be obtained by contacting the book-running manager at the
following address:

   National Securities Corporation
   410 Park Ave, 14th Floor
   New York, NY 10022
   Attn: Marguerite Rogers
   Tel: 212-417-8227
   Email: prospectusrequest@nationalsecurities.com

A final prospectus supplement describing the terms of the offering
will be filed with the SEC.

                      About Marrone Bio

Marrone Bio makes bio-based pest management and plant health
products.  Bio-based products are comprised of naturally occurring
microorganisms, such as bacteria and fungi, and plant extracts. The
Company's current products target the major markets that use
conventional chemical pesticides, including certain agricultural
and water markets, where the Company's bio-based products are used
as alternatives for, or mixed with, conventional chemical products.
The Company also targets new markets for which (i) there are no
available conventional chemical pesticides or (ii) the use of
conventional chemical pesticides may not be desirable or
permissible either because of health and environmental concerns
(including for organically certified crops) or because the
development of pest resistance has reduced the efficacy of
conventional chemical pesticides.  All of the Company's current
products are approved by the United States Environmental Protection
Agency and registered as "biopesticides."

Marrone Bio reported a net loss of $31 million on $14 million total
revenue for the year ended Dec. 31, 2016, compared with a net loss
of $43.7 million on 9.8 million total revenue for the year ended
Dec. 31, 2015.  As of Dec. 31, 2016, the Company had $46 million
total assets, $76.2 total liabilities, and a $30.2 million total
stockholders' deficit.

Ernst & Young LLP issued a "going concern" qualification on the
consolidated financial statements for the year ended Dec. 31, 2016,
stating that the Company has incurred losses since inception, has a
net capital deficiency, and has additional capital needs that raise
substantial doubt about its ability to continue as a going concern.


MARTHA G. GARCIA: Windsor to Auction Insurance Policy on May 11
---------------------------------------------------------------
Windsor Securities, LLC, or its assignee or designee, as secured
party, will offer for sale at a public auction on May 11, 2017 at
10:00 a.m., an insurance policy issued to The Martha G. Garcia
Family Trust.

The policy was issued June 12, 2008, policy number JJ7025419, by
The Lincoln National Life Insurance Company.  The Policy serves as
collateral pledged to the Secured Party by The Martha G. Garcia
Family Trust Health, Inc.

The auction will be held at the offices of:

     Offit Kurman
     Ten Penn Center
     1801 Market St., Ste. 2300
     Philadelphia, PA 19103

Pursuant to a Life Insurance Premium Financing Agreement and
related Promissory Note between the Debtor and the Secured Party,
among other loan and security documents, the Debtor granted to the
Secured Party liens on and security interests in the Collateral,
among other assets, in order to secure the Debtor's repayment
obligations with respect to certain loans, advances and extensions
of credit made by the Secured Party to or for the benefit of the
Debtor.  Events of default have occurred under the terms and
provisions of the Security Agreement.

A more detailed description of the Policy is available by emailing
the Secured Party's counsel, Darin T. Judd, Esq. at
Djudd@twsglaw.com

The Collateral will be offered for sale strictly "AS IS", "WHERE
IS," "WITH ALL FAULTS" without recourse, representation, guaranty
or warranty of any kind whether express or implied. Without
limiting the generality of the foregoing, the Secured Party
expressly disclaims all warranties of merchantability, fitness or
use, or otherwise and Secured Party will not be liable to the
Purchaser or any other person or entity for consequential or
incidental damages. The Debtor is entitled to an accounting of the
Indebtedness secured by the Collateral which will be sold pursuant
to this Notice. The Debtor may request such accounting by
contacting the undersigned counsel for the Secured Party.

The Secured Party reserves the right to credit bid all or any
portion of its claim against the Debtor to acquire the Collateral,
either directly or through an affiliated entity, and to credit the
amount bid against the expenses of the Auction and the
Indebtedness. The Secured Party also reserves the right to reject
any bid or all bids at the auction or any adjournment of the
Auction. Further, the Secured Party reserves the right to cancel,
postpone or adjourn the Auction with announcements made at the
initial date set for the Auction. The Auction may be resumed
without further notice or publication at the time and place which
may have been given at the adjournment. Any person desiring further
information regarding the Collateral or the Auction should contact
counsel for Secured Party.


MCGAHAN FAMILY: Richard Hamilton Objects to Disclosures & Plan
--------------------------------------------------------------
Richard Hamilton filed with the U.S. Bankruptcy Court for the
District of Alaska an objection to McGahan Family Limited
Partnership's disclosure statement and plan of reorganization.

Mr. Hamilton's claim includes a subrogated lien claim of $11,123.57
and a 50% ownership interest (estimated at $120,000) in a parcel of
property that may be worth $240,000.  The twenty-nine page Proof of
Claim filed by Mr. Hamilton states and describes the amount of the
claim in the total sum of $131,123.57.  

The Plan states that Mr. Hamilton has a secured claim of
$131,123.60.  The claim is listed under S-1 but is not designated
separately as a secured claim.  No ballot was sent to accept or
reject the secured portion of the claim.

Mr. Hamilton's verified proof of claim of $131,123.57 is "not
contested" by the Debtor, yet the Debtor lists "0" as the amount of
his allowed claim.

Mr. Hamilton hopes the property will sell for $240,000 so that he
receives $120,000.  In the "Payment of Claims," however, the Debtor
reserves an option to sell the property for $200,000 (or less with
commissions) which would result in $100,000 (or less with
commissions) to Mr. Hamilton.

The funds to pay Mr. Hamilton's "allowed" and "not contested"
secured claim of $131,123.57 are not disclosed.

LexusNexus sends statements of coverage to additional insureds.
Mr. Hamilton received a statement from the company that appears to
describe a different property owned by the Debtor.  The insurance
card he received does not include the hanger address.  "The
property described in the statement appears to be across the way on
52184 Montague Lane, Nikiski, Alaska.  Mr. McGahan's son and his
wife appear to live there.  The insurance issue still does not
appear to be resolved.  The Debtor should make the realtors
employed by the Debtor available at the hearing to discuss the
efforts to sell the properties to date and the prospects for sale
in the future," Mr. Hamilton says.

A copy of the Objection is available at:

           http://bankrupt.com/misc/akb16-00049-100.pdf

As reported by the Troubled Company Reporter on Feb. 27, 2017, the
Debtor filed with the Court a disclosure statement dated Feb. 22,
2017, explaining its plan of reorganization.  Under the Plan,
unsecured claims will be paid $60,110 plus accrued interest at 6%
on or before Oct. 31, 2018, with the total amount paid estimated to
be $69,464.

Mr. Hamilton is represented by:

     LAW OFFICE OF STEVEN J. SHAMBUREK
     Steven J. Shamburek, Esq.
     425 G Street, Suite 610
     Anchorage, Alaska 99501
     Tel: (907) 522-5339
     E-mail: shamburek@gci.net
             shambureklaw@gci.net
             shamburekbank@gci.net

                     About McGahan Family LP

McGahan Family Limited Partnership sought protection under Chapter
11 of the Bankruptcy Code (Bankr. D. Alaska Case No. 16-00049) on
March 4, 2016.  The Debtor estimated less than $50,000 in assets
$50,000 to $100,000 in liabilities.  The Debtor is represented by
Terry P. Draeger, Esq., at Beaty & Draeger, Ltd.

The Office of the U.S. Trustee disclosed in a court filing that no
official committee of unsecured creditors has been appointed in the
Chapter 11 case of McGahan Family Limited Partnership.


MEDICAL OFFICE: Unsecureds to Get $2,447 per Month for 30 Years
---------------------------------------------------------------
Medical Office Partners filed with the U.S. Bankruptcy Court for
the Easter District of Michigan a combined disclosure statement and
plan of reorganization dated April 24, 2017.

Class 3 General Unsecured Creditors will be paid pro rata at 5%
interest, for a monthly payment of $2,447.10, amortized over 30
years, with a balloon payment due 10 years after the Effective Date
in the amount of 418,599.92, which will be forgiven if all payments
have been made pursuant to the Plan, subject to a 30 day right to
cure upon written notice of any default.  This class will be paid
contemporaneously with all other classes.  This class is impaired.
  
The Debtor reasonably believes that its future operations will
generate sufficient funds to satisfy its obligations under the
Plan.  To the extent that additional funds are necessary, third
parties may provide such funds to the Reorganized Debtor.  Other
sources of cash may be explored and utilized by the Reorganized
Debtor to the extent that such cash infusions are necessary to meet
the obligations of the Plan.  It is also contemplated that the
final payments under the plan shall be made by refinancing or
selling property, to the extent necessary.

By way of example, it is contemplated that Dr. Bhanu J. Shah will
make new value payments to the extent necessary to make plan
payments and pay operating expenses.  It is contemplated that Dr.
Shah or related entities like the Debtor will take out a loan or
sell property (like Medical Office Partners' real estate) to make
the balloon payment to Fifth Third Bank, in this case and for the
OM Shanti related case, 16-55660-mlo.

If necessary, the Reorganized Debtor may, in its sole discretion,
seek to obtain refinancing from either a lending institution or
from other sources in an effort to satisfy the necessary cash
payments described in the Plan.  In the event that the Reorganized
Debtor obtains financing, it will not obligate the Reorganized
Debtor to accelerate any of the payments or obligations set forth
in the Plan.  There will be no prepayment penalty regarding plan
payments.  

To the extent a new value auction is required, Dr. Shah offers
$10,000 for the Residual Ownership interest as the initial bid at
the new value auction.  The new value contribution will be used for
working capital and to pay operating and plan expenses, but not to
any payments to any insiders.  If the Court determines that a new
value auction is required, the Debtor will proceed with an auction
of the interests of the Reorganized Debtor on the 60th day after
the confirmation hearing at 10:00 a.m., which may be adjourned by
the Court or the Debtor.  The auction of the Interests will occur
at the offices of Robert N. Bassel at 25925 Telegraph Rd Ste 203,
Southfield, MI 48033.  It is contemplated that the auction will
take place prior to entry of the confirmation court order.

The Combined Disclosure Statement and Plan is available at:

           http://bankrupt.com/misc/mieb17-40918-44.pdf

                  About Medical Office Partners

Medical Office Partners filed a Chapter 11 bankruptcy petition
(Bankr. E.D. Mich. Case No. 17-40918) on Jan. 24, 2017.  Judge
Maria L Oxholm oversees the case.  Robert N. Bassel, Esq., serves
as the Debtor's as bankruptcy counsel.


MONAKER GROUP: Adopts Charters of Board Committees
--------------------------------------------------
The Board of Directors of Monaker Group, Inc., adopted charters of
the Audit Committee, Compensation Committee and Nominating and
Corporate Governance Committee of the Board.

The Board of Directors appointed Mr. Pat LaVecchia (Chairman), Mr.
Doug Checkeris and Mr. Robert Post, as members of the Audit
Committee; Mr. Simon Orange (Chairman) and Mr. Checkeris, as
members of the Compensation Committee; and Mr. Checkeris (Chairman)
and Mr. LaVecchia, as members of the Nominating and Corporate
Governance Committee.

The Board of Directors also adopted the Whistleblower Protection
Policy.

                     About Monaker Group

Monaker Group, Inc. (OTCMKTS: MKGI), formerly known as Next 1
Interactive, Inc., is a digital media marketing company focusing on
lifestyle enrichment for consumers in the travel, home and
employment sectors.  Core to its marketing services are key
elements including proprietary video-centered technology and
established partnerships that enhance its reach.  Video is quickly
becoming consumer's preferred method of searching and educating
themselves prior to purchases.  Monaker's video creation technology
and film libraries combine to create lifestyle video offerings that
can be shared both to its customers and through trusted
distribution systems of its major partners.  The end result is
better engagement with consumers who gain in-depth information on
related products and services helping to both inform and fulfill
purchases.  Unlike traditional marketing companies that simply
charge for advertising creation, Monaker holds licenses and/or
expertise in the travel, real estate and employment sectors
allowing it to capture fees at the point of purchase while the
majority of transactions are handled by Monaker's partners.  This
should allow the company to capture greater revenues while
eliminating much of the typical overhead associated with
fulfillment.  Monaker core holdings include Maupintour,
NameYourFee.com, RealBiz Media Group - helping it to
deliver marketing solutions to consumers at home, work and play.

Monaker Group reported a net loss of $4.55 million on $544,700 of
total revenues for the year ended Feb. 29, 2016, compared to a net
loss of $2.98 million on $1.09 million of total revenues for the
year ended Feb. 28, 2015.  As of Nov. 30, 2016, Monaker Group had
$2.54 million in total assets, $2.84 million in total liabilities
and a total stockholders' deficit of $306,327.

LBB & Associates Ltd., LLP, in Houston, Texas, in its report on the
consolidated financial statements for the year ended Feb. 29, 2016,
raised substantial doubt about the Company's ability to continue as
a going concern.


MONAKER GROUP: Issues CFO 100,000 Restricted Shares
---------------------------------------------------
Monaker Group, Inc. issued Omar Jimenez, the Company's chief
financial officer, chief operating officer and director, 100,000
shares of restricted common stock valued at $250,000 or $2.50 per
share, as bonus compensation for the fiscal year ended Feb. 28,
2017, as disclosed in a Form 8-K report filed with the Securities
and Exchange Commission.

                    About Monaker Group

Monaker Group, Inc. (OTCMKTS: MKGI), formerly known as Next 1
Interactive, Inc., is a digital media marketing company focusing on
lifestyle enrichment for consumers in the travel, home and
employment sectors.  Core to its marketing services are key
elements including proprietary video-centered technology and
established partnerships that enhance its reach.  Video is quickly
becoming consumer's preferred method of searching and educating
themselves prior to purchases.  Monaker's video creation technology
and film libraries combine to create lifestyle video offerings that
can be shared both to its customers and through trusted
distribution systems of its major partners.  The end result is
better engagement with consumers who gain in-depth information on
related products and services helping to both inform and fulfill
purchases.  Unlike traditional marketing companies that simply
charge for advertising creation, Monaker holds licenses and/or
expertise in the travel, real estate and employment sectors
allowing it to capture fees at the point of purchase while the
majority of transactions are handled by Monaker's partners.  This
should allow the company to capture greater revenues while
eliminating much of the typical overhead associated with
fulfillment.  Monaker core holdings include Maupintour,
NameYourFee.com, RealBiz Media Group - helping it to
deliver marketing solutions to consumers at home, work and play.

Monaker Group reported a net loss of $4.55 million on $544,700 of
total revenues for the year ended Feb. 29, 2016, compared to a net
loss of $2.98 million on $1.09 million of total revenues for the
year ended Feb. 28, 2015.  As of Nov. 30, 2016, Monaker Group had
$2.54 million in total assets, $2.84 million in total liabilities
and a total stockholders' deficit of $306,327.

LBB & Associates Ltd., LLP, in Houston, Texas, in its report on the
consolidated financial statements for the year ended Feb. 29, 2016,
raised substantial doubt about the Company's ability to continue as
a going concern.


MOTORS LIQUIDATION: GUC Trust Reallocates $10M to Satisfy Expenses
------------------------------------------------------------------
Pursuant to the Second Amended and Restated Motors Liquidation
Company GUC Trust Agreement dated as of July 30, 2015, and between
the parties thereto, Wilmington Trust Company, acting solely in its
capacity as trust administrator and trustee of the Motors
Liquidation Company GUC Trust, is required to file certain GUC
Trust Reports with the Bankruptcy Court for the Southern District
of New York.

On April 21, 2017, the GUC Trust Administrator filed the GUC Trust
Report required by Section 6.2(c) of the GUC Trust Agreement for
the fiscal quarter ended March 31, 2017.  On April 25, 2017, the
GUC Trust Administrator filed a revised version of the March 31,
2017 6.2(c) Report.

The GUC Trust previously filed an original version of the 6.2(c)
Report as Exhibit A to its status report filed on April 21, 2017.
The Revised 6.2(c) Report replaces in its entirety the Original
6.2(c) Report, and reflects the reallocation of approximately $9.9
million from Excess GUC Trust Distributable Assets (that would
otherwise be reserved for distribution to holders of the contingent
beneficial units issued by the GUC Trust) to funds available to
satisfy fees, costs and expenses of the GUC Trust for the calendar
year 2017, as authorized by the Bankruptcy Court its Order (A)
Authorizing the GUC Trust Administrator to Reallocate and Use
Distributable Cash for the Purposes of Funding Administrative
Expenses of the GUC Trust and (B) Extending the Duration of the GUC
Trust.

The quarterly budget variance report appended as Exhibit B to the
March 31, 2017 Status Report has not been amended.

The Revised 6.2(c) Report is not intended to constitute, and should
not be construed as, investment advice.  The Revised 6.2(c) Report
has been provided to comply with the GUC Trust Agreement and the
Confirmation Order and for informational purposes only and may not
be relied upon to evaluate the merits of investing in any
securities or interests referred to herein.

The GUC Trust has no officers, directors or employees.  The GUC
Trust and Wilmington Trust Company, solely in its capacity as
trustee and trust administrator, rely solely on receiving accurate
information, reports and other representations from GUC Trust
professionals and other service providers to the GUC Trust.  In
submitting the Revised 6.2(c) Report and executing any related
documentation on behalf of the GUC Trust, the GUC Trust
Administrator has relied upon the accuracy of those reports,
information and representations.

A full-text copy of the Revised Motors Liquidation Company GUC
Trust Quarterly Section 6.2(C) Report as of March 31, 2017 is
available for free at https://is.gd/9M8Fub

                    About Motors Liquidation

General Motors Corporation and three of its affiliates filed for
Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 09-50026) on
June 1, 2009.  The Honorable Robert E. Gerber presides over the
Chapter 11 cases.  Harvey R. Miller, Esq., Stephen Karotkin,
Esq., and Joseph H. Smolinsky, Esq., at Weil, Gotshal & Manges
LLP, assist the Debtors in their restructuring efforts.  Al Koch
at AP Services, LLC, an affiliate of AlixPartners, LLP, serves as
the Chief Executive Officer for Motors Liquidation Company.  GM
is also represented by Jenner & Block LLP and Honigman Miller
Schwartz and Cohn LLP as counsel.  Cravath, Swaine, & Moore LLP
is providing legal advice to the GM Board of Directors.  GM's
financial advisors are Morgan Stanley, Evercore Partners and the
Blackstone Group LLP.  Garden City Group is the claims and notice
agent of the Debtors.

The U.S. Trustee appointed an Official Committee of Unsecured
Creditors and a separate Official Committee of Unsecured
Creditors Holding Asbestos-Related Claims.  Lawyers at Kramer
Levin Naftalis & Frankel LLP served as bankruptcy counsel to the
Creditors Committee.  Attorneys at Butzel Long served as counsel
on supplier contract matters.  FTI Consulting Inc. served as
financial advisors to the Creditors Committee.  Elihu Inselbuch,
Esq., at Caplin & Drysdale, Chartered, represented the Asbestos
Committee.  Legal Analysis Systems, Inc., served as asbestos
valuation analyst.

The Bankruptcy Court entered an order confirming the Debtors'
Second Amended Joint Chapter 11 Plan on March 29, 2011.  The Plan
was declared effect on March 31.

On Dec. 15, 2011, Motors Liquidation Company was dissolved.  On
the Dissolution Date, pursuant to the Plan and the Motors
Liquidation Company GUC Trust Agreement, dated March 30, 2011,
between the parties thereto, the trust administrator and trustee
-- GUC Trust Administrator -- of the Motors Liquidation Company
GUC Trust, assumed responsibility for the affairs of and certain
claims against MLC and its debtor subsidiaries that were not
concluded prior to the Dissolution Date.


NEUROLOGICAL SURGERY: Taps De Leo Law Firm as Legal Counsel
-----------------------------------------------------------
Neurological Surgery of Covington, PLLC seeks approval from the
U.S. Bankruptcy Court for the Eastern District of Louisiana to hire
legal counsel.

The Debtor proposes to hire The De Leo Law Firm LLC to give legal
advice regarding its duties under the Bankruptcy Code, and provide
other legal services related to its Chapter 11 case.

Robin De Leo, Esq., the attorney designated to represent the
Debtor, will charge an hourly rate of $300.  Paralegals will charge
$85 per hour.

The firm received a retainer of $29,385.50, plus filing fee of
$1,717 from the Debtor.

De Leo Law Firm does not represent or hold any interest adverse to
the Debtor or its bankruptcy estate, according to court filings.

The firm can be reached through:

     Robin De Leo, Esq.
     800 Ramon Street
     Mandeville, LA 70448
     Phone: (985) 727-1664
     Fax: (985) 727-4388
     Email: jennifer@northshoreattorney.com

            About Neurological Surgery of Covington

Neurological Surgery of Covington, PLLC sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. E.D. La. Case No. 17-
10972) on April 19, 2017.  The petition was signed by Alan M.
Weems, M.D., managing member.  

At the time of the filing, the Debtor estimated assets of less than
$50,000 and liabilities of less than $100,000.


NEW CAL-NEVA LODGE: Creditors, Trusts Oppose Debtor Plan
--------------------------------------------------------
A group of creditors of New Cal-Neva Lodge, LLC, asked a U.S.
bankruptcy court to deny approval of the disclosure statement,
which explains the company's proposed plan to exit Chapter 11
protection.

In a filing with the U.S. Bankruptcy Court in Nevada, the group led
by creditor Leslie Busick complained the company did not
"adequately explain" in the document how the plan will be
implemented.

"If the proposed plan will be funded, in part, by a $34 million
investment from Mayer Financial LP, there is no explanation of
whether or not Mayer has completed its due diligence, has the
available funds on hand, and is prepared to perform," the group
said.

The disclosure statement also does not adequately explain the
treatment of secured claims, and lacks information to determine the
feasibility of the plan, according to the creditors group.

The plan had also drawn objection from the Painters Trusts group
represented by Christensen James & Martin.  The group criticized
the company's failure to disclose enough information.

The creditors are represented by:

     Alan R. Smith, Esq.
     Holly E. Estes, Esq.,
     Law Offices of Alan R. Smith
     505 Ridge Street
     Reno, NV 89501
     Tel: (775) 786-4579
     Fax: (775) 786-3066
     Email: mail@asmithlaw.com

Christensen maintains an office at:

     Wesley J. Smith, Esq.
     Laura J. Wolff, Esq.
     Christensen James & Martin
     7440 W. Sahara Avenue
     Las Vegas, NV 89117
     Tel: (702) 255-1718
     Email: wes@cjmlv.com
     Email: ljw@cjmlv.com

                    About New Cal-Neva Lodge

New Cal-Neva Lodge, LLC, based in Saint Helena, California, filed a
Chapter 11 petition (Bankr. N.D. Cal. Case No. 16-10648) on July
28, 2016.  In its petition, New Cal-Neva estimated $50 million to
$100 million in assets and $10 million to $50 million in
liabilities.  The petition was signed by Robert Radovan, president
and secretary.

Judge Thomas E. Carlson presides over the case.  Keller &
Benvenutti LLP serves as bankruptcy counsel.

The Office of the U.S. Trustee appointed an official committee of
unsecured creditors on Sept. 13, 2016. The committee hired
Pachulski Stang Ziehl & Jones LLP, as legal counsel; Province, Inc.
as financial advisor; and Fennemore Craig P.C. as Nevada counsel.

New Cal-Neva filed a Chapter 11 plan of reorganization for the
company and its parent Cal Neva Lodge, LLC.

On January 6, 2017, Leslie P. Busick and several other creditors
proposed a Chapter 11 plan of reorganization for New Cal-Neva.  The
group is represented by the Law Offices of Alan R. Smith.

On March 21, 2017, Ladera Development, LLC filed a Chapter 11 plan
of reorganization for New Cal-Neva and its parent.


NEW CAL-NEVA LODGE: Opposes Approval of Busick Plan Outline
-----------------------------------------------------------
New Cal-Neva Lodge, LLC, has opposed the outline of the Chapter 11
plan of reorganization proposed by a group of creditors, saying it
does not contain "adequate information."

In a filing with the U.S. Bankruptcy Court for the District of
Nevada, the company said the document does not provide enough
information regarding the proposed financing, the mechanics of the
plan, and the potential risks surrounding implementation of the
plan.

The plan proposed by Leslie Busick and several other creditors for
New Cal-Neva will be funded by new financing from Suntoro
sufficient to pay all creditors in full, according to court
filings.

The plan had also drawn objection from the Painters Trusts group
represented by Christensen James & Martin.  The group criticized
the creditors' failure to disclose adequate information.

Christensen maintains an office at:

     Wesley J. Smith, Esq.
     Laura J. Wolff, Esq.
     Christensen James & Martin
     7440 W. Sahara Avenue
     Las Vegas, NV 89117
     Tel: (702) 255-1718
     Email: wes@cjmlv.com
     Email: ljw@cjmlv.com

                    About New Cal-Neva Lodge

New Cal-Neva Lodge, LLC, based in Saint Helena, California, filed a
Chapter 11 petition (Bankr. N.D. Cal. Case No. 16-10648) on July
28, 2016.  In its petition, New Cal-Neva estimated $50 million to
$100 million in assets and $10 million to $50 million in
liabilities.  The petition was signed by Robert Radovan, president
and secretary.

Judge Thomas E. Carlson presides over the case.  Keller &
Benvenutti LLP serves as bankruptcy counsel.

The Office of the U.S. Trustee appointed an official committee of
unsecured creditors on Sept. 13, 2016. The committee hired
Pachulski Stang Ziehl & Jones LLP, as legal counsel; Province, Inc.
as financial advisor; and Fennemore Craig P.C. as Nevada counsel.

New Cal-Neva filed a Chapter 11 plan of reorganization for the
company and its parent Cal Neva Lodge, LLC.

On January 6, 2017, Leslie P. Busick and several other creditors
proposed a Chapter 11 plan of reorganization for New Cal-Neva.  The
group is represented by the Law Offices of Alan R. Smith.

On March 21, 2017, Ladera Development, LLC filed a Chapter 11 plan
of reorganization for New Cal-Neva and its parent.


NEW CAL-NEVA LODGE: Opposes Approval of Ladera Plan Outline
-----------------------------------------------------------
New Cal-Neva Lodge, LLC, asked a U.S. bankruptcy court to deny
approval of the disclosure statement, which explains Ladera
Development's proposed Chapter 11 plan of reorganization for the
company.

In a filing with the U.S. Bankruptcy Court in Nevada, the company
said the document does not provide information adequate to allow
creditors to make informed judgment about the plan.

New Cal-Neva cited the lack of information regarding the proposed
financing transactions and the identity of the investor that would
provide the necessary funding for the plan.

The company also cited the lack of information regarding the
mechanics of the plan, and potential risks to creditors and equity
holders that the plan may not be confirmed.

The plan had also drawn objections from a group of creditors led by
Leslie Busick, and from the Painters Trusts group represented by
Christensen James & Martin.  Both groups also criticized Ladera's
failure to disclose enough information.

The creditors are represented by:

     Alan R. Smith, Esq.
     Holly E. Estes, Esq.,
     Law Offices of Alan R. Smith
     505 Ridge Street
     Reno, NV 89501
     Tel: (775) 786-4579
     Fax: (775) 786-3066
     Email: mail@asmithlaw.com

Christensen maintains an office at:

     Wesley J. Smith, Esq.
     Laura J. Wolff, Esq.
     Christensen James & Martin
     7440 W. Sahara Avenue
     Las Vegas, NV 89117
     Tel: (702) 255-1718
     Email: wes@cjmlv.com
     Email: ljw@cjmlv.com

                    About New Cal-Neva Lodge

New Cal-Neva Lodge, LLC, based in Saint Helena, California, filed a
Chapter 11 petition (Bankr. N.D. Cal. Case No. 16-10648) on July
28, 2016.  In its petition, New Cal-Neva estimated $50 million to
$100 million in assets and $10 million to $50 million in
liabilities.  The petition was signed by Robert Radovan, president
and secretary.

Judge Thomas E. Carlson presides over the case.  Keller &
Benvenutti LLP serves as bankruptcy counsel.

The Office of the U.S. Trustee appointed an official committee of
unsecured creditors on Sept. 13, 2016. The committee hired
Pachulski Stang Ziehl & Jones LLP, as legal counsel; Province, Inc.
as financial advisor; and Fennemore Craig P.C. as Nevada counsel.

New Cal-Neva filed a Chapter 11 plan of reorganization for the
company and its parent Cal Neva Lodge, LLC.

On January 6, 2017, Leslie P. Busick and several other creditors
proposed a Chapter 11 plan of reorganization for New Cal-Neva.  The
group is represented by the Law Offices of Alan R. Smith.

On March 21, 2017, Ladera Development, LLC filed a Chapter 11 plan
of reorganization for New Cal-Neva and its parent.


NEW COVENANT: U.S. Trustee Unable to Appoint Committee
------------------------------------------------------
An official committee of unsecured creditors has not yet been
appointed in the Chapter 11 case of The New Covenant Painting of
NWA, Inc., as of April 25, according to a court docket.

The New Covenant Painting of NWA, Inc., filed a Chapter 11
bankruptcy petition (Bankr. W.D. Ark. Case No. 17-70191) on Jan.
27, 2017, disclosing under $1 million in both assets and
liabilities.  The Debtor is represented by Emily J. Henson, Esq.


NORTH BEACHES: Plan Confirmation Hearing on May 31
--------------------------------------------------
The Hon. Jerry A. Funk of the U.S. Bankruptcy Court for the Middle
District of Florida has conditionally approved North Beaches
Pharmacy, Inc.'s disclosure statement dated April 21, 2017, with
respect to the Chapter 11 plan dated April 21, 2017.

May 31, 2017, is fixed for the hearing on final approval of the
Disclosure Statement and for the hearing on confirmation of the
Plan.  The hearing will be held at 1:30 p.m.

Any objections to Disclosure or Confirmation must be filed seven
days before the hearing.

North Beaches Pharmacy, Inc., filed for Chapter 11 bankruptcy
(Bankr. M.D. Fla. Case No. 16-03618) on Sept. 28, 2016.  The Hon.
Jerry A. Funk presides over the case.  The Debtor is represented by
The Law Offices of Jason A. Burgess, LLC.


NOVATION COMPANIES: UST Objects to "Opt-Out" Clause Under Plan
--------------------------------------------------------------
BankruptcyData.com reported that the U.S. Trustee assigned to
Novation Companies' case filed with the U.S. Bankruptcy Court an
objection to the confirmation of First Amended Joint Chapter 11
Plan of Reorganization of Novation Companies and Novastar Mortgage.
The trustee asserts, "Preliminarily, it should be noted that this
Opt-Out clause is misleading and inaccurate when it indicates that
'all creditors' have the ability to elect to 'opt out' of the
Third-Party Releases.  In fact, a large group of creditors do not
have the ability to opt out of the Third-Party Releases.
Specifically, those creditors whose claims are deemed 'unimpaired'
and, therefore, who do not get to vote to accept or reject the Plan
cannot opt out.  Here, the Third-Party Releases and the Exculpation
Provision are improper and overly broad.  The Exculpation Provision
here purports to preclude liability on the back end for the very
things Judge Derby held were improper to exclude on the front end.
The Exculpation Provision also releases some creditors from
liability, so long as those creditors are members of the Creditors
Committee.  The United States Trustee appoints members of the
Creditors Committee to adequately represent the various types of
creditors in the case, not so they can bootstrap their membership
into undeserved releases of liability by parties who did nothing
but happen to be creditors of the same debtor who were not selected
to serve on the Creditors Committee.  Finally, to be permissible,
an exculpation clause must contain a "gatekeeper function" by which
the Court may, 'in its discretion, permit an action to go forward
against the exculpated parties.' The Plan here does not provide for
such a "gatekeeper function" by the Court.

                    About Novation Companies

Headquartered in Kansas City, Missouri, Novation Companies, Inc.
(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, the
Company originated more than $11 billion annually in mortgage
loans.  After ceasing 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.

Novation Companies 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.

In its petition, NCI disclosed assets of $33 million and
liabilities of $91 million.

The cases are assigned to Judge David E. Rice.

The Debtors hired the law firms of Shapiro Sher Guinot & Sandler,
P.A., and Olshan Wolosky LLP as bankruptcy 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 Aug. 1, 2016, the Office of the U.S. Trustee appointed an
official committee of unsecured creditors.  The committee has hired
Hunton & Williams LLP, as counsel and Alvarez & Marsal Valuation
Services, LLC, as valuation expert.



NOVATION COMPANIES: UST Opposes Immunity Provisions Under Plan
--------------------------------------------------------------
BankruptcyData.com reported that the U.S. Trustee assigned to
Novation Companies' case filed with the U.S. Bankruptcy Court an
objection to confirmation of the First Amended Joint Chapter 11
Plan of Reorganization of Novation Companies and Novastar Mortgage.
The trustee asserts, "Debtors Novation Companies and Novstar
Mortgage seek broad immunity from liability for an assortment of
non-debtors, such as Novation's officers and directors, the
Creditors' Committee, bankruptcy professionals, and the third-party
seller of a business entity Novation intends to purchase.  The
Fourth Circuit has made clear that these types of immunity
provisions are disfavored and are to be permitted only in the most
extraordinary and unusual circumstances, none of which exist here.
Here, the Plan is being used by the individuals responsible for
authoring the Plan and others with influence in the authoring of
the Plan to shield themselves from potential liability solely for
their own personal benefit (an unabashedly improper use of such
provisions and of a Chapter 11 Plan).  Novation cannot satisfy the
Fourth Circuit test for allowing these types of immunity provisions
in a Chapter 11 Plan.  Novation is incorrect that consent provides
a stand-alone basis to permit the inclusion of these types of
immunity provisions in a Chapter 11 Plan.  Second, even if consent
were sufficient to allow confirmation of a plan with such
provisions, the procedure Novation proposes to "impute" alleged
consent upon the affected parties is wholly inadequate to support
any legitimate finding of the requisite consent.  Indeed, the
proposed procedure is designed more as a trap for the unwary than
as a realistic means of demonstrating true consent. All of which
again demonstrates that the true motivations at play are the
personal protection of the Plan's individual authors."

                    About Novation Companies

Headquartered in Kansas City, Missouri, Novation Companies, Inc.
(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, the
Company originated more than $11 billion annually in mortgage
loans.  After ceasing 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.

Novation Companies 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.

In its petition, NCI disclosed assets of $33 million and
liabilities of $91 million.

The cases are assigned to Judge David E. Rice.

The Debtors hired the law firms of Shapiro Sher Guinot & Sandler,
P.A., and Olshan Wolosky LLP as bankruptcy 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 Aug. 1, 2016, the Office of the U.S. Trustee appointed an
official committee of unsecured creditors.  The committee has hired
Hunton & Williams LLP, as counsel and Alvarez & Marsal Valuation
Services, LLC, as valuation expert.


NUSTAR ENERGY: Fitch Assigns B+ Rating to Proposed Preferreds
-------------------------------------------------------------
Fitch Ratings has assigned a 'B+'/'RR6' rating to NuStar Energy
L.P.'s (NuStar) proposed issuance of perpetual preferreds. Proceeds
from the offering are to be used to partially finance the pending
acquisition of Navigator Energy Services, LLC (Navigator) which is
expected to close in May 2017.

The perpetual preferreds are assigned 50% equity credit under
Fitch's hybrid criteria. The Recovery Rating of 'RR6' for the
securities reflects Fitch's expectations for poor recovery
prospects in the event of a default. The Rating Outlook is Stable.


KEY RATING DRIVERS

NuStar's strong fee-based and regulated pipeline, terminalling and
storage assets support the 'BB' Long-Term Issuer Default Rating
(IDR). The acquisition of Navigator will increase NuStar's basin
diversity and should help increase its stable cash flows.
Furthermore, Navigator's assets are located in the Midland basin in
the Permian, a basin with low cost crude production and a strong
growth profile.

NuStar is acquiring Navigator for $1.475 billion in cash. The
partnership will use a combination of debt and equity to finance
the transaction. NuStar has already raised $665 million in gross
proceeds ($644 million net) from a common equity offering to
partially fund the acquisition. In addition, it raised $550 million
of senior unsecured notes due 2027.

The partnership's presence in two important crude basins once the
acquisition closes also supports the rating. NuStar already has
significant assets in the Eagle Ford. The Navigator acquisition
will mean NuStar will also have significant assets in the Permian.
Volumes in the Midland basin are expected to grow significantly
over the next few years. As a result, NuStar will increase in size
and scale while increasing its geographic diversity into one of the
most favorable production profile basins in the U.S.

Concerns include increasing leverage as a result of the pending
acquisition. At the end of the first quarter of 2017, NuStar's
leverage (defined as adjusted debt to adjusted EBITDA) was 5.0x.
With the pending acquisition, leverage is now expected to be in the
range of 6.2x to 6.8x by the end of 2017. Financing for the
acquisition is expected to come from a balance of debt and equity.
Fitch projects leverage to fall to approximately 5.0x at the end of
2018. The projected decline in 2018's leverage is largely
attributed to a full year of EBITDA from the Navigator assets.

Other concerns include weakness in the distribution coverage ratio.
Fitch projects that after the new common units are offered to
finance the acquisition, the coverage ratio will fall below 1.0x.
However, as volumes and EBITDA ramps up from the Navigator
acquisition, Fitch projects it to increase to approximately 1.0x by
the end of 2018. Additional concerns include execution risk, as
well as, integration risk.

KEY ASSUMPTIONS

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

-- The acquisition of Navigator closes in May 2017;
-- Fitch's assumes a base case commodity price for WTI of $50.00
    for 2017, $52.50 for 2018, $57.50 for 2019 and $62.50 for the
    long term;
-- Leverage increases and is in the range of 6.2x to 6.8x by the
    end of 2017;
-- Growth in EBITDA is significant in 2018 causing leverage to
    fall to approximately 5.0x by the end of 2018;
-- No distribution growth for common unit-holders.

RATING SENSITIVITIES

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

-- While not expected in the near term, Fitch may take positive
    rating action if leverage falls below 5.0x for a sustained
    period of time provided that the distribution coverage is at
    or above 1.0x.

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

-- Lack of access to capital markets;
-- Failure to reduce growth capex if availability to fund growth
    is restricted or too heavily dependent on debt;
-- Reduced liquidity;
-- Deterioration of EBITDA and inability to meet growth
    expectations associated with capex spending and the Navigator
    acquisition;
-- Significant increases in capital spending beyond Fitch's
    expectations that have negative consequences for the credit
    profile;
-- Increased leverage beyond 6x for a sustained period of time.

LIQUIDITY

As of Dec. 31, 2016, the partnership had $36 million of cash and
equivalents on the balance sheet. NuStar had utilized $855 million
on the $1.5 billion revolver due 2019, including $16 million of
letters of credit outstanding. Availability to draw on the revolver
is restricted by the leverage covenant as defined by the bank
agreement, which does not allow leverage to be greater than 5x for
covenant compliance. However, if NuStar makes acquisitions that
exceed $50 million, the bank-defined leverage ratio increases to
5.5x from 5.0x for two consecutive quarters. Fitch expects NuStar
to remain covenant compliant.

The bank agreement definition of debt excludes debt proceeds held
in escrow for the future funding of construction, which was $42
million as of Dec. 31, 2016, $403 million of junior subordinated
debt, and $227 million of perpetual preferreds that were recently
issued. The bank-defined leverage calculation also gives pro forma
credit for EBITDA for material projects and acquisitions.

NuStar also has access to two short-term lines of credit with
uncommitted borrowing capacity of $75 million. As of Dec. 31, 2016,
there was $54 million of borrowings on these credit lines leaving
$21 million available for borrowing.

In June 2015, NuStar established a $125 million receivable
financing agreement that can be upsized to $200 million. This
agreement has an initial termination date of June 15, 2018 with the
option to renew for an additional 364-day period thereafter. As of
Dec. 31, 2016, it had $105 million of accounts receivables in the
securitization program for NuStar Finance LLC. Account receivables
held by NuStar Finance LLC are not available for claims of credits
of NuStar Energy LP.

NuStar has $350 million of notes due in 2018. NuStar also has
$402.5 million of junior subordinated notes callable in 2018;
however, they are not due until 2043.

FULL LIST OF RATINGS

Fitch currently rates the following:

NuStar Energy, L.P.
-- Long-Term IDR 'BB';
-- Perpetual preferred equity 'B+'/'RR6'.

NuStar Logistics, L.P.
-- Long-Term IDR 'BB';
-- Senior unsecured notes 'BB'/'RR4';
-- Junior subordinated notes 'B+'/'RR6'.

The Rating Outlook for both entities is Stable.


PACIFIC 9: Asks Court to Move Plan Exclusivity Period to August 22
------------------------------------------------------------------
Pacific 9 Transportation, Inc., requests the U.S. Bankruptcy Court
to extend its exclusive period to file a plan of reorganization
from April 24, 2017 to at least until August 22, 2017.

The Debtor mentions that it has filed its Chapter 11 Original Plan
of Reorganization and Disclosure Statement on January 26, 2017.
However, the U.S. Trustee and the Official Committee of Unsecured
Creditors filed oppositions to the Motion Approving Disclosure
Statement.

Consequently, the Debtor filed its First Amended Plan and
Disclosure Statement on March 3, 2017 in response to the
oppositions of the Committee and the U.S. Trustee in relation to
approval of the adequacy of the Disclosure Statement.

The hearing to consider approval of the Disclosure Statement was
set for March 9, 2017.  However, the Debtor avers that it has
entered into a Stipulation with the Committee and the U.S. Trustee
to continue the hearing to April 6. Subsequently, the Parties filed
a Second Stipulation to continue the hearing to May 4; and on April
18 the Parties filed a Third Stipulation to continue the hearing to
July 6 to give the Parties sufficient time to see if they could
come to an agreement on the resolution on the motion.

The Debtor contends that although it has already filed its First
Amended Plan, it is still currently in the process of negotiating
with the U.S. Trustee and the Committee regarding their objections
to the First Amended Plan and Disclosure Statement. As such, the
Debtor needs additional time to continue these negotiations with
the Committee and the U.S. Trustee so as to resolve any objections
that they have to the First Amended Plan and Disclosure Statement.

The Debtor claims that, assuming it resolves the U.S. Trustee's and
the Committee's objections to the First Amended Plan and Disclosure
Statement, the Debtor needs time to either file a second amended
plan and disclosure statement or attend the hearing on the adequacy
of the First Amended Disclosure Statement.

                 About Pacific 9 Transportation

Pacific 9 Transportation, Inc. is a trucking company located in Los
Angeles, California that provides trucking services throughout
California. The Company rents real property located at 21900 S.
Alameda Street, Los Angeles, CA 90810 for the premises used to
store its trucks, trailers, ocean containers, and legally related
equipment. As of September 1, 2016, it began using the premises as
its office and principal place of business.

Pacific 9 sought protection under Chapter 11 of the Bankruptcy Code
(Bankr. C.D. Calif. Case No. 16-15447) on April 26, 2016.  The
petition was signed by Le Phan, CFO. The case is assigned to Judge
Julia W. Brand.  The Debtor estimated both assets and liabilities
in the range of $1 million to $10 million.

The Debtor hired Haberbush & Associates LLP as its general
bankruptcy counsel; and The Law Firm of Atkinson, Andelson, Loya,
Ruud & Romo as its special counsel.

On June 14, 2016, the Office of the U.S. Trustee appointed an
official committee of unsecured creditors.  The committee hired
Danning, Gill, Diamond & Kollitz, LLP as local counsel, and Armory
Consulting Company as financial advisor.


PAPERWORKS INDUSTRIES: S&P Affirms 'B-' CCR; Outlook Negative
-------------------------------------------------------------
S&P Global Ratings said that it has revised its outlook on
PaperWorks Industries Holding Corp. to negative from stable and
affirmed its 'B-' corporate credit rating on the company.

At the same time, S&P lowered its issue-level rating on the
company's senior secured notes to 'CCC+' from 'B-' and revised the
recovery rating to '5' from '4'.  The '5' recovery rating indicates
S&P's expectation of modest recovery (10%-30%; rounded estimate:
20%) in the event of a default.

"Our negative outlook reflects sustained weakness in PaperWorks'
financial performance, negative free cash flows, and elevated
credit levels," said S&P Global credit analyst Daniel Lee.  Over
the past year, PaperWorks encountered several secular headwinds,
including Coated Recycle Board (CRB) price contraction, declining
sales volumes, and tepid growth in the company's key consumer
products end-market.  In addition, the company continues to incur
various cash restructuring charges associated with facility
closures (Philadelphia paper mill closure in April 2017) and the
Wabash, Ind., mill upgrade.  Though S&P expects the company to
benefit from recent price increases in CRB, the closure of its
Philadelphia mill and the roll-out of its specialty-grade,
higher-margin CRB products, S&P do not expect these factors to
meaningfully affect PaperWorks' financial performance until 2018.

S&P Global Ratings' negative outlook on PaperWorks Industries
Holding Corp. reflects a one-in-three chance that S&P will lower
its ratings over the next 12 months.  S&P expects free cash flow to
remain negative over the next 12 months, given the company's
continued weak financial performance, various restructuring
activities (its Philadelphia paper mill shutdown) and relatively
sizable ongoing interest expense obligations. These factors should
be somewhat offset by recent CRB prices increases and the roll-out
of the company's new specialty grade CRB production capacity, which
S&P expects to gain traction in late 2017 or early 2018.  S&P
expects adjusted debt to EBITDA to remain elevated at over 11x over
the next 12 months.  However, the company's balance sheet cash of
approximately $22 million and approximately $49 million of capacity
on its ABL facility as of fiscal year-end 2016 somewhat mitigates
overall leverage and liquidity concerns, for at least the next 12
months.

S&P could lower its ratings on PaperWorks Industries if sustained
sales volume declines, weakness in CRB pricing continues, or
further restructuring or financial sponsor-related costs cause free
cash flows to remain negative and the company's liquidity to
diminish.

Although unlikely over the next 12 months, S&P could consider
revising its outlook on PaperWorks if there is a sizable and
sustained improvement in overall financial performance.  Under such
a scenario, S&P would expect the company to return to positive free
cash flow generation and for adjusted debt to EBITDA to improve to
below 8x on a sustained basis.  This could occur if the company
generates mid-single-digit percentage sales growth, excluding
adjustments for raw material pass-through mechanisms, combined with
a 200 basis point improvement in operating margins.


PARAGON OFFSHORE: de Groot & Hammersley Disclose Equity Stake
-------------------------------------------------------------
Marcel de Groot and Michael Richard Hammersley, purported
shareholders of Paragon Offshore, plc, disclosed in a regulatory
filing that they may be deemed to beneficially own shares of the
Company's common stock.

Mr. de Groot says he may be deemed to own 4,336,483 shares or
roughly 4.92% of Paragon common stock; Mr. Hammersley, 144,000
shares or roughly 0.16%, as of April 6, 2017.

The SEC filing was made by Mr. Hammersley's Brightleaf Advisory
Group, LLP.  Mr. Hammersley may be reached at:

     Michael Richard Hammersley
     706 N. Eugene Street, A4,
     Greensboro, NC 27401
     Tel: (336) 209-3559
     E-mail: michael@brightleafadv.com

According to the filing, and as reported by the Troubled Company
Reporter, Messrs. de Groot and Hammersely sought appointment of an
official shareholders committee in Paragon's bankruptcy case.  As
reported by the TCR, the Delaware Bankruptcy Court denied the
request for "reasons set forth on the record at the [March 27]
Hearing."

The SEC filing also disclosed transactions entered into by Messrs.
de Groot and Hammersely to purchase additional Paragon shares.  Mr.
de Groot bought 392,499 shares for $0.08 apiece on Feb. 2.  

Mr. Hammersley bought a total of 82,000 Paragon shares in 10
transactions from Jan. 18 to March 22.  The purchase price range
from $0.27 on Jan. 18 to $0.07 on Feb. 17 and March 7; and $0.10 on
March 20 and March 22.

A copy of the filing is available at https://is.gd/5Jrj1d

                   About Paragon Offshore

Paragon Offshore plc (OTC: PGNPQ) --
http://www.paragonoffshore.com/  
-- is a global provider of offshore  drilling rigs.  Paragon is a
public limited company registered in England and Wales.

Paragon Offshore Plc, et al., filed Chapter 11 bankruptcy
petitions
(Bankr. D. Del. Case Nos. 16-10385 to 16-10410) on Feb. 14, 2016,
after reaching a deal with lenders on a reorganization plan that
would eliminate $1.1 billion in debt.

The petitions were signed by Randall D. Stilley as authorized
representative.  Judge Christopher S. Sontchi is assigned to the
cases.

The Debtors reported total assets of $2.47 billion and total debt
of $2.96 billion as of Sept. 30, 2015.

The Debtors engaged Weil, Gotshal & Manges LLP as general counsel;
Richards, Layton & Finger, P.A. as local counsel; Lazard Freres &
Co. LLC as financial advisor; Alixpartners, LLP, as restructuring
advisor; PricewaterhouseCoopers LLP as auditor and tax advisor;
and
Kurtzman Carson Consultants as claims and noticing agent.

No request has been made for the appointment of a trustee or an
examiner in the cases.

On Jan. 27, 2017, the Office of the U.S. Trustee appointed an
official committee of unsecured creditors.  Paul, Weiss, Rifkind,
Wharton & Garrison LLP serves as main counsel to the Committee and
Young Conaway Stargatt & Taylor, LLP acts as co-counsel.  The
committee retained Ducera Partners LLC as financial advisor.

Counsel to JPMorgan Chase Bank, N.A. (a) as administrative agent
under the Senior Secured Revolving Credit Agreement, dated as of
June 17, 2014, and (b) as collateral agent under the Guaranty and
Collateral Agreement, dated as of July 18, 2014, are Sandeep
Qusba,
Esq., and Kathrine A. McLendon, Esq., at Simpson Thacher &
Bartlett
LLP.

Delaware counsel to JPMorgan Chase Bank, N.A. are Landis Rath &
Cobb LLP's Adam G. Landis, Esq.; Kerri K. Mumford, Esq.; and
Kimberly A. Brown, Esq.

Counsel to Cortland Capital Market Services L.L.C. as
administrative agent under the Senior Secured Term Loan Agreement,
dated as of July 18, 2014, are Arnold & Porter Kaye Scholer LLP's
Scott D. Talmadge, Esq.; Benjamin Mintz, Esq.; and Madlyn G.
Primoff, Esq.

Delaware counsel to Cortland Capital Market Services L.L.C. are
Potter Anderson & Corroon LLP's Jeremy W. Ryan, Esq.; Ryan M.
Murphy, Esq.; and D. Ryan Slaugh, Esq.

Counsel to Deutsche Bank Trust Company Americas as trustee under
the Senior Notes Indenture, dated as of July 18, 2014, for the
6.75% Senior Notes due 2022 and the 7.25% Senior Notes due 2024,
are Morgan, Lewis, & Bockius LLP's James O. Moore, Esq.; Glenn E.
Siegel, Esq.; and Joshua Dorchak, Esq.


PARAGON OFFSHORE: Unsecureds May Get 28% Under Latest Plan
----------------------------------------------------------
Paragon Offshore plc and its affiliated debtors filed with the U.S.
Bankruptcy Court for the District of Delaware a disclosure
statement for their fourth joint chapter 11 plan of organization,
dated April 21, 2017.

The latest plan amends the treatment of the general unsecured
claimants. For purposes of treatment in Class 4, Settled Claims
comprising Term Loan Unsecured Claims will be Allowed in the
aggregate principal amount of approximately $642,000,000 and
Settled Claims comprising Revolver Unsecured Claims will be Allowed
in the aggregate principal amount of approximately $777,000,000.

On the later of the Effective Date and the date on which such
General Unsecured Claim becomes an Allowed Claim, or, in each case,
as soon thereafter as is reasonably practicable, each holder of an
Allowed General Unsecured Claim will receive, in full and final
satisfaction, compromise, settlement, release, and discharge of, in
exchange for and on account of such Allowed Claim, its Pro Rata
share of (i) the Net Distributable Cash and (ii) the New Equity
Interests (subject to dilution by the Management Incentive Plan
Securities).

Distributions received under the Plan by holders of Allowed Senior
Notes Claims will be subject to the rights of the Senior Notes
Indenture Trustee to payment of fees, expenses, indemnification
obligations, and Liens, including any charging lien, securing such
right to payment under the Senior Notes Indenture.  The Senior
Notes Indenture Trustee's exercise of its charging lien will occur
before any distributions are made to holders of Allowed Senior
Notes Claims.  The new estimated recovery for this class is 23% to
28%.

Class 4 general unsecured claimants were previously classified in
Class 5.

As reported by the Troubled Company Reporter on March 15, 2017,
each holder of an allowed Class 5 General Unsecured Claim will be
entitled to receive cash in the amount equal to the lesser of (a)
26% of the amount of the holder's allowed claim and (b) its pro
rata share of $5,000,000, or a higher amount as may be agreed
between the Debtors and the requisite lenders. This class is
impaired by the Plan.

                    New Plan Drops Noble Settlement

Paragon Offshore plc disclosed in a regulatory filing with the U.S.
Securities and Exchange Commission that a settlement agreement with
Noble Corporation plc has been terminated.

Paragon on February 12, 2016, entered into a binding term sheet
with Noble with respect to a definitive settlement agreement.  On
April 29, 2016, the Company and Noble executed the Noble Settlement
Agreement as contemplated by the Term Sheet. The Noble Settlement
Agreement would have become effective upon the consummation of the
Company's previously disclosed Second Joint Chapter 11 Plan of
Reorganization of the Company, or a plan of reorganization
substantially similar thereto, and the satisfaction of certain
other conditions precedent as set forth in the Noble Settlement
Agreement.

The Noble Settlement Agreement provided that Noble may unilaterally
terminate the Noble Settlement Agreement if: (i) the Debtors' filed
a plan of reorganization with the United States Bankruptcy Court
for the District of Delaware that did not incorporate the terms and
conditions of the Noble Settlement Agreement, (ii) the Debtors
filed a motion before the Bankruptcy Court to terminate their
obligations under the Noble Settlement Agreement, or (iii) the
release of claims by the Debtors in favor of Noble was deemed
invalid or unenforceable.

On April 21, 2017, the Company filed its Fourth Joint Chapter 11
Plan of Reorganization with the Bankruptcy Court. Under the New
Plan, the Company does not intend to seek approval of the Noble
Settlement Agreement with the Bankruptcy Court. As a result, on
April 21, Noble terminated the Noble Settlement Agreement.

Pursuant to the Noble Settlement Agreement, Noble would have
provided direct bonding in fulfillment of the requirements
necessary to challenge tax assessments in Mexico relating to the
Company's business for the tax years 2005 through 2010.  The
Mexican Tax Assessments were originally allocated to the Company by
Noble pursuant to the Tax Sharing Agreement by and between Noble
and the Company, which was entered into in connection the Company's
separation from Noble.

The Company has contested or intends to contest the Mexican Tax
Assessments and it may be required to post bonds in connection
therewith.  As of December 31, 2016, the Mexican Tax Assessments
totaled approximately $165 million, with assessments for 2009 and
2010 yet to be received.  Additionally, pursuant to the Noble
Settlement Agreement, Noble would have been responsible for all of
the ultimate tax liability for Noble legal entities and 50% of the
ultimate tax liability for the Company's legal entities following
the defense of the Mexican Tax Assessments.  In consideration for
this support, the Company had agreed to release Noble, fully and
unconditionally, from any and all claims in relation to the Spin
Off.

On January 18, 2017, the Company reached an agreement in principle
with a steering committee of lenders under Paragon's Senior Secured
Revolving Credit Agreement maturing July 2019 and an ad hoc
committee of lenders under Paragon's Senior Secured Term Loan
Agreement maturing July 2021 to support a new chapter 11 plan of
reorganization for the Debtors.  On February 7, 2017, the Company
filed the Prior Plan and related disclosure statement with the
Bankruptcy Court.

On April 21, following further discussions with the Secured
Lenders, the Company filed the New Plan and related disclosure
statement with the Bankruptcy Court. The New Plan makes certain
modifications to the Prior Plan, among other changes, to: (i) no
longer seek approval of the Noble Settlement Agreement; (ii)
provide for a combined class of general unsecured creditors,
including the Company's 6.75% senior unsecured notes maturing July
2022 and 7.25% senior unsecured notes maturing August 2024; and
(iii) provides for the post-emergence wind-down of certain of the
Debtors' dormant subsidiaries and discontinued businesses.

A full-text copy of the Disclosure Statement is available at:

           http://bankrupt.com/misc/deb16-10386-1388.pdf

                    About Paragon Offshore

Paragon Offshore plc -- http://www.paragonoffshore.com/-- is a  
global provider of offshore drilling rigs. Paragon's operated
fleet includes 34 jackups, including two high specification heavy
duty/harsh environment jackups, and six floaters (four drillships
and two semi-submersibles). Paragon's primary business is
contracting its rigs, related equipment and work crews to conduct
oil and gas drilling and workover operations for its exploration
and production customers on a dayrate basis around the world.
Paragon's principal executive offices are located in Houston,
Texas. Paragon is a public limited company registered in
England and Wales and its ordinary shares have been trading on the
over-the-counter markets under the trading symbol "PGNPF" since
Dec. 18, 2015.

Paragon Offshore Plc, et al., filed Chapter 11 bankruptcy
petitions
(Bankr. D. Del. Case Nos. 16-10385 to 16-10410) on Feb. 14, 2016,
after reaching a deal with lenders on a reorganization plan that
would eliminate $1.1 billion in debt.

The petitions were signed by Randall D. Stilley as authorized
representative. Judge Christopher S. Sontchi is assigned to the
cases.

The Debtors reported total assets of $2.47 billion and total debt
of $2.96 billion as of Sept. 30, 2015.

The Debtors engaged Weil, Gotshal & Manges LLP as general counsel,
Richards, Layton & Finger, P.A. as local counsel, Lazard Freres &
Co. LLC as financial advisor, Alixpartners, LLP, as restructuring
advisor, and Kurtzman Carson Consultants as claims and noticing
agent.

No request has been made for the appointment of a trustee or an
examiner in the cases.

On Jan. 27, 2017, the Office of the U.S. Trustee appointed an
official committee of unsecured creditors. Paul, Weiss, Rifkind,
Wharton & Garrison LLP serves as main counsel to the Committee and
Young Conaway Stargatt & Taylor, LLP acts as co-counsel.


PASSAGE MIDLAND: Margaret Barajas Named PCO for 2 Units
-------------------------------------------------------
Judy A. Robbins, the United States Trustee for Region 4, of the
U.S. Bankruptcy Court for the Southern District of West Virginia
entered a Notice appointing Margaret Barajas as the Patient Care
Ombudsman for Passage Village of Laurel Run Operations, LLC and
Passage Longwood Manor Operations, LLC.

The Notice was made pursuant to the Court's order dated April 18,
2017 appointing Margaret Barajas as the PCO for the Debtors.

The Notice provides that the appointment will continue until the
time that the Debtors are no longer operating as health care
businesses, and when the Chapter 11 cases are dismissed, or when
the Court determines that a PCO is no longer necessary.

The PCO can be reached at:

     Margaret Barajas
     PENNSYLVANIA DEPARTMENT OF AGING
     555 Walnut St. 5th Floor
     Harrisburg, PA
     Tel.: (717)783-7096

            About Passage Midland Meadows Operations, LLC

Passage Midland Meadows Operations, LLC filed a Chapter 11
bankruptcy petition (Bankr. M.D.N.C.. Case No. 17-30092) on March,
2017.  Hon. Frank W. Volk presides over the case. Jackson Kelly
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 Andrew Turner, member-manager of Passage Healthcare, LLC,
manager of Debtor.

Passage Village of Laurel Run Operations, LLC (Bankr. S.D. W. Va.
Case No. 17-30094) and Passage Longwood Manor Operations, LLC
(Bankr. S.D. W. Va. Case No. 17-30095) filed Chapter 11 petitions
on March 13, 2017.


PAWN AMERICA: U.S. Trustee Forms 4-Member Committee
---------------------------------------------------
Daniel M. McDermott, the U.S. Trustee for Region 12, on April 25
appointed four creditors of Pawn America Minnesota, LLC, et al., to
serve on the official committee of unsecured creditors.

The committee members are:

     (1) AllOver Media, LLC
         Attn: Shaun Nugent
         16355 36th Ave N. Suite 700
         Minneapolis, MN 55446
         Tel: (763) 762-2060
         E-mail: shaun.nugent@allovermedia.com

     (2) The Nerdery, LLC
         Attn: Steve Arndt
         9555 James Avenue South, Suite 245
         Bloomington, MN 55431
         Tel: (952) 428-7120
         E-mail: sarndt@nerdery.com

     (3) E-Commworks, Inc.
         Attn: Gerald Meier
         2960 Winnetka North Suite 211
         Crystal, MN 55429
         Tel: (763) 231-1322
         E-mail: gmeier@e-commworks.com

     (4) Computer Integration Technologies, Inc.
         Attn: Brian Olson
         2375 Ventura Dr Suite A
         Woodbury, MN 55125
         Tel: (651) 450-0333
         E-mail: brian.olson@cit-net.com

Shaun Nugent of AllOver Media, LLC, is designated as Acting
Chairperson of said Committee pending selection by the Committee
members of a permanent Chairperson.

Official creditors' committees have the right to employ legal and
accounting professionals and financial advisors, at a debtor's
expense.  They may investigate the debtor's business and financial
affairs.  Importantly, official committees serve as fiduciaries to
the general population of creditors they represent.

                        About 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 U.S. 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.

Edwin H. Caldie, Esq., Phillip J. Ashfield, Esq., and Andrew J.
Glasnovich, Esq., at Stinson Leonard Street LLP serve as the
Debtors' legal counsel.

The Debtor Taps BGA Management, LLC as financial and turnaround
consultant

At the time of filing, the Debtors had estimated assets and
liabilities, as follows:

                                        Estimated   Estimated
                                          Assets   Liabilities
                                       ----------  -----------
Pawn America Minnesota LLC              $10M-$50M   $10M-$50M
Pawn America Wisconson LLC              $10M-$50M   $10M-$50M
Exchange Street Inc.                    $10M-$50M   $10M-$50M


PENICK PRODUCE: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Affilated debtors that filed separate Chapter 11 bankruptcy
petitions:

    Debtor                                         Case No.
    ------                                         --------
    Penick Produce Company, Inc.                   17-11522
    909 Highway 8 E
    Vardaman, MS 38878

    Penick Business, LP                            17-11523
    909 Highway 8 E
    Vardaman, MS 38878

    Penick, LP                                     17-11524
    909 Highway 8 E
    Vardaman, MS 38878

Business Description: Founded in 1991, Penick Produce Co., Inc. is

                      a small organization in the fresh fruits and
                      vegetable companies industry located in
                      Vardaman, MS.

Chapter 11 Petition Date: April 26, 2017

Court: United States Bankruptcy Court
       Northern District of Mississippi (Aberdeen)

Judge: Hon. Jason D. Woodard

Debtors' Counsel: Douglas C. Noble, Esq.
                  MCCRANEY MONTAGNET, QUIN & NOBLE PLLC
                  602 Steed Road, Suite 200
                  Ridgeland, MS 39157
                  Tel: 601-707-5725
                  Fax: (601) 510-2939
                  E-mail: dnoble@mmqlaw.com

                                        Estimated  Estimated
                                          Assets   Liabilities
                                        ---------  -----------
Penick Produce Company                  $10M-$50M   $1M-$10M
Penick Business                          $1M-$10M   $1M-$10M
Penick, LP                               $1M-$10M   $1M-$10M

The petitions were signed by Robert A. Langston, president.

A. Penick Produce Company's List of 20 Largest Unsecured Creditors:


   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Lyndale Farms                         Trade Debt         $524,600
2505 Homeplace Rd
Senatobia, MS
38668-8204
Tel: (662) 910-2047

County Line Farms                     Trade Debt         $244,555

Loftness Specialized Equipment        Trade Debt         $119,848

N & W Farms                           Trade Debt         $104,660

J.B. Rose and Sons                    Trade Debt          $83,760

DeGROOT Logistics, Inc.               Trade Debt          $81,900

American Plasticulture                Trade Debt          $77,960

Wells Fargo                                               $77,542

Harrell Welding Service, LLC          Trade Debt          $49,732

Mechanical Transplanter               Trade Debt          $47,604

Kelly Manufacturing                   Trade Debt          $34,738

Monts Paper and Packing               Trade Debt          $33,100

Waring Oil Company                    Trade Debt          $31,920

Darrin Vance                          Trade Debt          $30,780

Branch Banking and                    Trade Debt          $24,155
Trust Company

Meridian Creek Farms, LLC             Trade Debt          $22,720

C&W Farms                                                 $21,700

Earp Farms                            Trade Debt          $20,780

Earp Farms                            Trade Debt          $20,780

John Deere Financial                                      $20,657

B. Penick Business's List of Two Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
BanCorp South                                                  $0

John Deere Financial                                           $0

C. Penick, LP's Unsecured Creditor:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Bank of Okolona                                                $0


PORT CITY CLEANERS: Hires Galloway Wettermark as Attorney
---------------------------------------------------------
Port City Cleaners, Inc., seeks authority from the U.S. Bankruptcy
Court for the Southern District of Alabama to employ Galloway
Wettermark Everest & Rutens, LLP, as attorney to the Debtor.

Port City Cleaners requires Galloway Wettermark to:

   a. give the Debtor advice with respect to its power and duties
      as debtor-in-possession in the continued operation of its
      business and management of its property;

   b. protect the interest of the Debtor and debtor-in-possession
      in connection with lawsuits filed by the Debtor;

   c. prepare in behalf of the Debtor the applications, answers,
      orders, reports, and other legal papers; and

   d. perform all other legal services for the debtor-in-
      possession which may be necessary.

Galloway Wettermark will be paid based upon its normal and usual
hourly billing rates. The firm will also be reimbursed for
reasonable out-of-pocket expenses incurred.

Robert M. Galloway, Esq., member of Galloway, Wettermark, Everest &
Rutens, LLP, assured the Court that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code and does not represent any interest adverse to the Debtor and
its estates.

Galloway Wettermark can be reached at:

     Robert M. Galloway, Esq.
     Galloway, Wettermark, Everest & Rutens, LLP
     P.O. Box 16629
     Tel: (251) 476-4493
     Email: bgalloway@gallowayllp.com

                   About Port City Cleaners, Inc.

Port City Cleaners, Inc., filed a Chapter 11 petition (Bankr. S.D.
Ala. Case No. 17-01472) on April 19, 2017. Robert M. Galloway,
Esq., at Galloway, Wettermark, Everest & Rutens, LLP, serves as
bankruptcy counsel.



PROGRESSIVE ACUTE: Unsecureds to Get Paid from Trust Assets
-----------------------------------------------------------
A U.S. bankruptcy judge on April 19 approved the disclosure
statement, which explains Progressive Acute Care LLC's proposed
Chapter 11 plan.

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

A court hearing to consider confirmation of the plan will be held
on June 27, 10:00 a.m., at 1st Floor Courtroom, 214 Jefferson
Street, Lafayette, Louisiana.      

Creditors have until June 20 to file objections and cast their
votes accepting or rejecting the plan.

Under the plan, holders of general unsecured claims will be paid
their pro rata share of (i) 50% of any remainder of the priority
reserve and each cash distribution from the liquidation trust until
the "BFB distribution amount" is paid; and (ii) the liquidation
trust assets remaining after cash distributions from such assets on
account of the BFB distribution amount, according to the disclosure
statement filed on April 18.

The first amended disclosure statement dated April 18 added a list
of security interests and pending litigation.

A copy of the first amended disclosure statement is available for
free:

               https://is.gd/bm7jzZ

                  About Progressive Acute Care

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

The cases are assigned to Judge Robert Summerhays.

Steffes, Vingiello & McKenzie, LLC, is serving as bankruptcy
counsel to the Debtors, with the engagement led by Barbara B.
Parsons, Esq., Catherine Noel Steffes, Esq., and William E.
Steffes, Esq.  Jack M. Stolier, Esq., at Sullivan Stolier, LC, is
serving as the Debtors' special counsel.  The Debtors also tapped
Solic Capital Advisors, LLC, as their Financial Advisor; King,
Reinsch, Prosser & Co., L.L.P., as certified public accountants;
and TFG Consulting, LLC, as accountant and consultant.

Progressive Acute Care estimated assets and debts at $10 million to
$50 million at the time of the filing.

Henry Hobbs, Jr., acting U.S. Trustee for Region 5, on June 21,
2016, appointed three creditors to serve on the Committee.  The
Acting U.S. Trustee, on Dec. 20, has added two more members to the
Creditors' Committee.  Sills Cummis & Gross P.C., is serving as the
Committee's legal counsel, and Kean Miller LLP is co-counsel.


QUORUM HEALTH: Moody's Confirms B3 CFR; Outlook Negative
--------------------------------------------------------
Moody's Investors Service has confirmed the ratings of Quorum
Health Corporation, including the B3 Corporate Family Rating and
B3-PD Probability of Default Rating. Moody's also confirmed
Quorum's senior secured credit facility rating at B2 and the
unsecured notes rating at Caa2. Moody's also changed the
Speculative Grade Liquidity Rating to SGL-3 from SGL-4. The rating
outlook is negative.

The confirmation of the ratings reflects Quorum's successful
completion of its credit agreement amendment which supports
adequate liquidity over the next 12 months. The ratings
confirmation also reflects Quorum's filing of its 2016 audited
financials, which had been delayed. "While Quorum faces a number of
challenges following the spin-out from Community Health, planned
divestitures will improve operating performance and result in
deleveraging" said Jessica Gladstone, Senior Vice President with
Moody's. This action concludes Moody's review of Quorum's ratings
that was initiated on March 30, 2017.

The negative outlook reflects uncertainty around the timing of, and
proceeds from, planned facility divestitures and the risk that
operating performance at these facilities will further deteriorate,
burdening Quorum's cash flow. The negative outlook also reflects
the risk that Quorum will face challenges in bringing its
collection and billing processes in-house and stabilizing core
same-facility adjusted admissions trends, which have been
negative.

The following ratings have been confirmed:

Quorum Health Corporation:

Corporate Family Rating at B3

Probability of Default Rating at B3-PD

Senior secured credit facilities at B2 (LGD3)

Senior unsecured notes at Caa2 (LGD5)

The following ratings have been changed:

Speculative Grade Liquidity Rating, to SGL-3 from SGL-4

The rating outlook is negative.

RATINGS RATIONALE

Quorum's B3 Corporate Family Rating reflects the company's very
high financial leverage and limited track record of free cash flow.
The rating also reflects the risks associated with establishing
systems and operations as a stand-alone entity while facing
operational headwinds, including declining volumes and adverse
payor mix shifts. Quorum's ratings are supported by the company's
good scale and limited competition in many of its markets. That
said, scale and diversity will likely decline as the company
executes on its divestiture plan.

The Speculative Grade Liquidity Rating of SGL-3 reflects Moody's
expectation that Quorum will maintain adequate liquidity over the
next 12 months. Assuming the company continues to execute on its
divestiture plan, Moody's forecasts modestly positive free cash
flow over the next 12 months and adequate cash and external
revolver capacity. The recent credit agreement amendment provides
some covenant relief. However, covenant compliance will become
uncertain again if Quorum does not successfully execute on its
divestiture plan or other improvement initiatives.

Moody's could upgrade the ratings if Quorum demonstrates sustained
positive same-facility growth, and the ability to generate positive
free cash flow. Successful transition of billing and collections
services in-house and improved liquidity would also support an
upgrade. Also, if Quorum can reduce adjusted debt/EBITDA below 6.0
times, Moody's could upgrade the ratings.

If Quorum's liquidity weakens, Moody's could downgrade the ratings.
Negative developments related to Quorum' divestiture plan, or its
establishment as a stand-alone company could also lead to a
downgrade. Persistent negative admissions trends at Quorum's
continuing hospitals could also lead to a rating downgrade.

Quorum Health Corporation is an operator and manager of hospitals
and outpatient services in non-urban areas of the US. As of
December 31, 2016, the company owned or leased 36 hospitals in 16
states. The company also manages, through its Quorum Health
Resources subsidiary, 93 non-affiliated hospitals. Quorum
recognized revenue of approximately $2.1 billion for the year ended
December 31, 2016.

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


RACEWAY MARKET: Hearing on Disclosures Approval Set for May 25
--------------------------------------------------------------
The Hon. Robyn L. Moberly of the U.S. Bankruptcy Court for the
Southern District of Indiana will hold on May 25, 2017, at 2:00
p.m. EDT a hearing to consider the approval of Raceway Market Land,
LLC's Chapter 11 Disclosure Statement dated April 18, 2017,
referring to the Chapter 11 plan filed on April 18, 2017.

Any objection to the Disclosure Statement must be filed at least
five days prior to the hearing date.

Headquartered in Indianapolis, Indiana, Raceway Market Land, LLC,
filed for Chapter 11 bankruptcy protection (Bankr. S.D. Ind. Case
No. 16-09541) on Dec. 20, 2016, listing $4.25 million in total
assets and $5.74 million in total liabilities.  The petition was
signed by Craig W. Johnson, president.

Judge Robyn L. Moberly presides over the case.

Andrew T. Kight, Esq., at Taft Stettinius & Hollister LLP serves as
the Debtor's bankruptcy counsel.


RANCHO PALOMITA: Unsecureds to Get $99 Per Month Under Latest Plan
------------------------------------------------------------------
Unsecured creditors of Rancho Palomita Advisors, LLC, will receive
an estimated monthly payment of $99, according to the company's
latest Chapter 11 plan of reorganization.

Under the latest plan, holders of Class 7 claims will be paid 100%
of the allowed amount of their claims at 3% interest on the unpaid
balance in 60 equal monthly installments with the first payment due
60 days from the effective date of the plan.

Rancho Palomita estimated Class 7 unsecured claims in the amount of
$5,494, which does not include any deficiency amounts for secured
creditors.  An earlier version of the plan estimated the claims in
the amount of $7,294, according to the latest disclosure statement
filed on April 18 with the U.S. Bankruptcy Court in Arizona.

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

             https://is.gd/JxQxJb

            About Rancho Palomita

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

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

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

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


RFI MANAGEMENT: Allowed to Use Cash Collateral on Interim Basis
---------------------------------------------------------------
Judge Benjamin A. Kahn of the U.S. Bankruptcy Court for the Middle
District of North Carolina authorized RFI Management, Inc., to use
cash collateral on an interim basis.

The Debtor is allowed to use cash to pay its ordinary, necessary
and reasonable post-petition operating expense and administrative
expenses necessary for the administration of its estate, including
the Debtor's reasonable attorneys' fees as approved by this Court
and quarterly fees, as set forth in the budget. The approved Budget
for the month of April 2017 shows total expenses of approximately
$107,837.

The Debtor acknowledges the validity, priority and extent of the
security interest asserted by Swift Financial Corporation d/b/a
Swift Capital.  Swift Capital contends that it is the owner of the
Debtor's Future Receivables. Pursuant to a certain Future
Receivables Sale Agreement, Swift Capital has a security interest
in Debtor's present and future accounts, receivables, chattel
paper, deposit accounts, personal property, assets and fixtures,
general intangibles, instruments, equipment and inventory, which
constitutes cash collateral.  The Agreement also refers to dollar
amount of receivables sold of $176,850.

The Debtor is directed to pay as adequate protection to Swift
Capital the sum of $2,000,  to be paid April 27, 2017.

Swift Capital is granted a continuing post-petition lien and
security interest in all property and categories of property of the
Debtor in the same priority as it held a similar, unavoidable
security interest as of the Petition Date, including the proceeds
thereof, whether acquired prepetition or postpetition, but only to
the extent of cash collateral used for purposes other than adequate
protection payments to Swift Capital.

The Debtor is also directed to maintain Debtor-in-Possession bank
accounts into which it will deposit all rents and profits of the
Property. The Debtor will  also open and maintain a separate DIP
Account for each project on which it is serving as a subcontractor,
and all income and expenses for that project must be paid from the
project's respective DIP Account.

In addition, the Debtor is directed to provide to the Bankruptcy
Administrator and any representatives and/or employees of Swift
Capital all such information as they may reasonably request for the
purpose of appraising or evaluating the cash collateral of the
Debtor.

The Debtor is also required to pay all state, federal and ad
valorem taxes as they become due and will make all tax deposits and
file all state and federal returns on a timely basis.

The Debtor is authorized to use cash collateral until the earlier
of:

     (A) April 27, 2017;

     (B) entry of an Order by the Court modifying the terms of the
use of cash collateral or the adequate protection provided to Swift
Capital;

     (C) entry of an order by the Court terminating the Interim
Consent Order for cause, including but not limited to breach of its
terms and conditions; or

     (D) upon filing of a notice of default as provided in the
Interim Consent Order. The following will constitute events of
default:

          (i) If the Debtor fails to make the adequate protection
payments to Swift Capital as set forth in the Interim Consent
Order;

         (ii) If any post-petition lender to the Debtor or any
other creditor of the Debtor will acquire a post-petition security
interest in or lien upon the Post-petition Collateral having
priority over the security interests and liens in such property
held by Swift Capital unless Swift Capital expressly consents to
such subordination in writing.

        (iii) If the Debtor fails to comply with any of the other
terms and conditions of the Interim Consent Order;

         (iv) If the Debtor uses cash collateral in a manner other
than as agreed in the Interim Consent Order;

          (v) Conversion of this case to a proceeding under Chapter
7 of the Bankruptcy Code; or

         (vi) Appointment of a trustee or examiner.

A further hearing, which may be a final hearing, will be held on
April 27, 2017 at 11:00 a.m., at which time the Court will further
consider the Debtor's authority to use cash collateral.

A full-text copy of the Interim Consent Order, dated April 24,
2017, is available at http://tinyurl.com/majy9r7

Swift Financial Corporation is represented by:

           James A. Beck, II, Esq.
           VANN ATTORNEYS, PLLC
           Post Office Box 2445
           Raleigh, NC 27602-2445
           Phone: (919) 510-8585
           Fax: (919) 510-8570
           E-mail: jbeck@vannattorneys.com

                    About RFI Management

RFI Management, Inc., works as a subcontractor installing a full
range of flooring products and wall materials, principally in Hotel
Properties across the United States and in Puerto Rico.

RFI Management filed a Chapter 11 bankruptcy petition (Bankr.
M.D.N.C. Case No. 17-80247) on March 29, 2017.  Edward Rosa,
President, signed the petition.  At the time of filing, the Debtor
estimated assets and liabilities between $100,000 and $500,000.

James C. White, Esq. and Michelle M. Walker, Esq. at Parry Tyndall
White, serve as counsel to the Debtor.  The Debtor hired Padgett
Business Services of NC as its accountant.

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


ROCK ISLAND REALTY: Hearing on Disclosures OK Set for June 29
-------------------------------------------------------------
The Hon. Thomas L. Perkins of the U.S. Bankruptcy Court for the
Central District of Illinois has scheduled for June 29, 2017, at
11:00 a.m., the hearing to consider the approval of the amended
disclosure statement filed by Rock Island Realty, LLC, on April 21,
2017, referring to the Debtor's amended plan of reorganization
dated April 21, 2017.

Objections to the Amended Disclosure Statement must be filed by
June 19, 2017.

Headquartered in Rock Island, Illinois, Rock Island Realty, LLC,
filed for Chapter 11 bankruptcy protection (Bankr. C.D. Ill. Case
No. 15-81508) on Oct. 2, 2015, estimating its assets at between
$500,001 and $1 million, and liabilities at between $100,001 and
$500,000.  Dale G Haake, Esq., at Katz Nowinski P.C.


ROCK ISLAND: 100% Recovery for Unsecureds Under Amended Plan
------------------------------------------------------------
Rock Island Realty, LLC, filed with the U.S. Bankruptcy Court for
the Central District of Illinois a small business amended
disclosure statement describing their plan of reorganization, dated
April 21, 2017.

General unsecured creditors are classified in Class 3 and will
receive, with the exception of the City Rock Island, a distribution
of 100% of their allowed claims, to be distributed as follows: paid
in full within one year of the date of confirmation.  As of April
21, there is only one known filed claim: City of Rock Island which
claim amount will be abated.

Payments and distributions under the plan will be funded by the
following: Demolition, development, sale, or lease of real estate.


The plan proponent believes that the Debtor will have enough cash
on hand on the effective date of the Plan to pay all the claims and
expenses that are entitled to be paid on that date.

A full-text copy of the Amended Disclosure Statement is available
at:

             http://bankrupt.com/misc/ilcb15-81508-132.pdf

Rock Island Realty, LLC filed for chapter 11 bankruptcy protection
(Bankr. C.D. Ill. Case No. 15-81508) on Oct. 2, 2015. The company
is represented by Dale G Haake, Esq. of Katz Nowinski P.C.


ROOT9B HOLDINGS: Incurs $30.5 Million Net Loss for 2016
-------------------------------------------------------
root9B Holdings Inc filed with the Securities and Exchange
Commission its annual report on Form 10-K disclosing a net loss of
$30.49 million on $10.24 million of net revenue for the year ended
Dec. 31, 2016, compared with a net loss of $8.339 million on $11.16
million of net revenue for the year ended Dec. 31, 2015.

In the fourth quarter of 2016, the Company announced its commitment
to re-focus its business to that of a pure-play cyber-security
company based on the operations of its wholly-owned subsidiary
root9B, LLC.  In connection therewith, the Company announced a
series of initiatives including the divestiture and/or downsizing
of its non-cybersecurity assets.  As a result, the Company sold its
Control Engineering, Inc. subsidiary and are actively seeking a
buyer for the IPSA subsidiary.

The Company is still in the early stages of commercialization and
while it believes that its business developments efforts will be
successful, and ultimately enhanced by the opening of the APC,
there can be no assurances that its efforts to commercialize its
new product offerings and grow root9B, LLC's revenues will be
successful.

As of Dec. 31, 2016, root9B Holdings disclosed $19.74 million in
total assets, $15.67 million in total liabilities, and
stockholders' equity of $4.066 million.

Cherry Bekaert LLP 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 has negative operating cash flows and will require
additional financing to fund the continued operations.  The
availability of such financing cannot be assured.  These conditions
raise substantial doubt about its ability to continue as a going
concern.

A full-text copy of Form 10-k is available for free at
https://is.gd/FQtKQR

                        About Root9B

root9B Holdings, Inc. (OTCQB: RTNB) --
http://www.root9bholdings.com/-- is a provider of Cybersecurity
and Regulatory Risk Mitigation Services.  Through its wholly owned
subsidiaries root9B and IPSA International, the Company delivers
results that improve productivity, mitigate risk and maximize
profits.  Its clients range in size from Fortune 100 companies to
mid-sized and owner-managed businesses across a broad range of
industries including local, state and government agencies.

Root9B Technologies, Inc., changed its name to root9B Holdings
effective Dec. 5, 2016, and relocated its corporate headquarters
from Charlotte, NC to the current headquarters of root9B, its
wholly owned cybersecurity subsidiary, in Colorado Springs, CO.


RUBY TUESDAY: Concept President Brett Patterson Quits
-----------------------------------------------------
Ruby Tuesday disclosed in a Form 8-K filed with the Securities and
Exchange Commission that the Company's Concept President,
Brett A. Patterson, departed effective April 24, 2017.  Jim Hyatt,
chief executive officer and president, will be heading the
operations team.
  
                       Ruby Tuesday

Ruby Tuesday, Inc. owns, operates, and franchises the Ruby Tuesday
casual dining restaurant chain and operates in the bar and grill
segment of the casual dining industry.  As of May 31, 2016, the
Company owned and operated 646, and franchised 78, Ruby Tuesday
restaurants.  Of the 78 franchised Ruby Tuesday restaurants, 27
were operated by the Company's domestic franchisees and 51 were
operated by its international franchisees.  Ruby Tuesday
restaurants can be found in 44 states, 14 foreign countries, and
Guam.  The Company's Company-owned and operated restaurants are
concentrated primarily in the Southeast, Northeast, Mid-Atlantic
and Midwest of the United States, which the Company considers to be
its core markets.

Ruby Tuesday incurred a net loss of $50.68 million for the year
ended May 31, 2016, following to a net loss of $3.19 million for
the year ended June 2, 2015.  As of Feb. 28, 2017, Ruby Tuesday had
$742.81 million in total assets, $428.41 million in total
liabilities and $314.39 million in total shareholders' equity.

                       *    *     *

As reported by the TCR on April 18, 2017, S&P Global Ratings
lowered its corporate credit rating on the Maryville, Tenn.-based
restaurant Ruby Tuesday Inc. to 'CCC+' from 'B-'.  The outlook is
negative.  "The downgrade reflects our view of uncertainty
regarding the company's ability to meaningfully improve earnings
growth that can support what we currently see as an unsustainable
capital structure.  While liquidity is also tightening, we do not
currently envision a specific default scenario in the next 12
months, as the company does not face any significant debt
maturities within the next year," said credit analyst Mathew
Christy.


RUPARI HOLDING: Seeks to Hire DLA Piper as Legal Counsel
--------------------------------------------------------
Rupari Holding Corp. and Rupari Food Services, Inc. seek approval
from the U.S. Bankruptcy Court for the District of Delaware to hire
legal counsel in connection with their Chapter cases.

The Debtors propose to hire DLA Piper LLP (US) to, among other
things, give legal advice regarding their duties under the
Bankruptcy Code, assist in negotiations of financing agreements,
prepare a bankruptcy plan, and assist in any potential disposition
of their properties.

The hourly rates charged by the firm for personnel who are expected
to provide the services range from $265 to $1,120.

DLA Piper received an initial retainer of $250,000 on March 30 and
supplemental retainers of $50,000 on April 6 and $50,000 on April
7.  In the 90 days prior to the Debtors' bankruptcy filing, the
firm received payments in the total amount of $350,000 for
pre-bankruptcy services and expenses incurred in connection with
the preparation of the cases.

John Lyons, Esq., at DLA Piper, disclosed in a court filing that
his firm is a "disinterested person" as defined in section 101(14)
of the Bankruptcy Code.

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

Mr. Lyons also disclosed that DLA Piper has represented the Debtors
since March 2016, and that the firm charged its standard hourly
rates for work related to their cases.

The Debtors and DLA Piper have agreed to a budget for professional
fees in their proposed budget for use of cash collateral, Mr. Lyons
further disclosed.

DLA Piper can be reached through:

     John Lyons, Esq.
     DLA Piper LLP (US)
     444 W. Lake Street, Suite 900
     Chicago, IL 60606
     Tel: +1 312 368 4000
     Fax: +1 312 236 7516

                   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. Lead Case No. 17-10793)
on April 10, 2017.  The petitions were 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.  

The Debtors hired Kinetic Advisors LLC as financial advisor, and
Donlin, Recano & Co., Inc. as claims and noticing agent.

On April 20, 2017, the Office of the U.S. Trustee appointed an
official committee of unsecured creditors.


RWK ELECTRIC: Hires Rider Levett's Jozwick as Consultant
--------------------------------------------------------
RWK Electric Co., Inc., seeks authorization from the U.S.
Bankruptcy Court for the District of Arizona to employ John t.
Jozwick, Esq of Rider Levett Bucknall Ltd., as consultant and
expert.

The Debtor requires Jozwick with the assistance of Rider Levett to,
provide expert advice and opinion in conjunction with Debtor's
special litigation counsel, J. Gregory Cahill, with respect to the
collection of pre-petition receivables, including preparing expert
reports and testify at hearings and/or during trial, where
necessary.

The Debtor will compensate Rider Levett at the rate of $275 per
hour for consulting services and $375 per hour for testimony at
deposition, mediation, arbitration, or trial.

John T. Jozwick, Esq., senior vice president and general counsel
for Rider Levett Bucknall Ltd., assured the Court that the firm is
a "disinterested person" as the term is defined in Section 101(14)
of the Bankruptcy Code and does not represent any interest adverse
to the Debtor and its estates.

Rider Levett may be reached at:

     John T. Jozwick, Esq.
     Rider Levett Bucknall Ltd
     4343 E Camelback Rd Suite 350
     Phoenix, AZ 85018
     Phone: 602-443-4848

                         About RWK Electric Co.

RWK Electric Co., Inc. filed a Chapter 11 bankruptcy petition
(Bankr. D. Ariz. Case No. 16-14195) on Dec. 16, 2016.  The petition
was signed by Rodney W. Kawulok, president.  In its petition, the
Debtor estimated $1 million to $10 million in both assets and
liabilities.  

Judge Eddward P. Ballinger Jr. presides over the case.  Allen
Barnes & Jones, PLC represents the Debtor as counsel.

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



SANDERS NURSERY: Has Until June 7 to Obtain Plan Votes
------------------------------------------------------
Judge Terrence L. Michael of the U.S. Bankruptcy Court for the
Eastern District of Oklahoma extended Sanders Nursery &
Distribution Center, Inc.'s exclusive period for obtaining
acceptance of its chapter 11 plan of reorganization, to and
including June 7, 2017.

The Troubled Company Reporter has previously reported that the
Debtor sought further extension of its Exclusivity Period due to
the continuance of the confirmation hearing. The Debtor maintained
that it had already made substantial progress towards
reorganization, and needed the requested extension to have a full
opportunity to confirm its modified Plan. The Plan modifications
enhance recoveries for Class 4 and 5 creditors, and represents the
Debtor's good faith efforts to reach a consensual resolution of the
case.  The Debtor asserted that it will utilize the extended
Exclusivity Period to further its good faith efforts towards
reorganization.

           About Sanders Nursery & Distribution Center

Headquartered in Tahlequah, Oklahoma, Sanders Nursery &
Distribution Center, Inc., filed for Chapter 11 bankruptcy
protection (Bankr. E.D. Okla. Case No. 15-81312) on Dec. 4, 2015.
The petition was signed by Burl Berry, vice president.  Judge Tom
R. Cornish presides over the case. The Debtor estimated its assets
and liabilities at $1 million to $10 million at the time of the
filing.  Brandon Craig Bickle, Esq., at Gable & Gotwals,  P.C.,
serves as the Debtor's bankruptcy counsel.

An Official Committee of Unsecured Creditors was appointed in the
case by the Office of the United States Trustee on December 29,
2015. The Committee is represented by Mac Finlayson of Eller &
Detrich.


TIAT CORPORATION: Files Corrected 3rd Amended Disclosure Statement
------------------------------------------------------------------
Unsecured creditors of TIAT Corporation will be paid 20% of their
claims over five years, according to the company's corrected third
amended disclosure statement filed April 18.

According to the document it filed with the U.S. Bankruptcy Court
in Kansas, the company will make installment payments to general
unsecured creditors in Class 7 on a pro rata basis, without
interest, over five years.

Payments will begin six months from the effective date of the plan,
and will continue until 20% of the claims are paid.

Class 7 consists of all allowed claims of general unsecured
creditors of TIAT, except Inntel Corp. whose claim is classified in
Class 6.

A copy of the corrected third amended disclosure statement is
available for free at https://is.gd/O3pGGy

An earlier version of the disclosure statement, which was
disapproved by the court by an order dated April 12, did not reveal
that general unsecured creditors will receive a 20% dividend under
the third amended plan.  Instead, it classified all of the
non-priority unsecured creditors together and offered no dividend.


In its April 12 ruling, the court said the disclosure statement
does not contain "adequate information" and cannot be approved.  It
ordered TIAT to make corrective disclosures and ordered the
disqualification of the ballots.

To recall, the court conditionally approved the company's third
amended disclosure statement filed on Feb. 9 by an order dated Feb.
23 in which it authorized the company to solicit votes.

                     About TIAT Corporation

TIAT Corporation dba The Inn at Tallgrass --
http://www.theinnattallgrass.com/-- is a corporation that operates
an 88-room hotel in located in Wichita, Kansas, called The Inn at
Tallgrass.

The hotel owner filed a Chapter 11 petition (Bank. D. Kan. Case No.
16-10764) on April 29, 2016, and is represented by Mark J. Lazzo,
Esq., in Wichita.  At the time of the filing, the Debtor disclosed
$2.25 million in assets and debts totaling $6.46 million.


UNIQUE INSURANCE: A.M. Best Affirms C++ Financial Strength Rating
-----------------------------------------------------------------
A.M. Best has affirmed the Financial Strength Rating (FSR) of C++
(Marginal) and the Long-Term Issuer Credit Rating (Long-Term ICR)
of "b+" of Unique Insurance Company (Unique) (Chicago, IL).  The
outlook of the FSR is stable, while the outlook of the Long-Term
ICR is negative.  Concurrently, A.M. Best has withdrawn the Credit
Ratings (ratings) as the company has requested to no longer
participate in A.M. Best's interactive rating process.

The ratings reflect Unique's marginal risk-adjusted capitalization
mainly due to aggressive growth and adverse loss development.  The
company's leverage measures also are well in excess of the private
passenger non-standard automobile composite.  These negative rating
factors are offset partially by the company's generally positive
operating results.  Positive net income is generated from the
company's net investment income and substantial fee income that
offsets overall underwriting losses.


UNIQUE PHYSIQUE: Unsecureds to Get 100% Payment Under Plan
----------------------------------------------------------
Unique Physique, Inc., filed with the U.S. Bankruptcy Court for the
Middle District of Pennsylvania a disclosure statement dated April
24, 2017, regarding the Debtor's plan of reorganization dated April
24, 2017.

Class 1 York Traditions Bank claim -- estimated at $415,000 -- is
impaired by the Plan.  Class 1 consists of a commercial guarantee
and confessed judgment.  J & A Real Estate Partnership and York
Traditions Bank have agreed to the treatment of this secured claim
as follows:

     (a) J & A will have six months from J & A's Plan confirmation

         to accomplish a refinance of the York Traditions Bank's
         debt and to pay the debt in full;

     (b) If J & A is unable to refinance the debt in full within
         six months from J & A's Plan confirmation, J & A will
         have an additional six months to list and sell the
         property;

     (c) York Traditions Bank will be able to approve the realtor
         and will be provided with all information regarding the
         marketing and sale of the property;

     (d) York Traditions Bank will have the right to approve the
         Settlement Statement and the distribution of proceeds to
         the extent the amount of proceeds is less than sufficient

         to pay the bank in full;

     (e) If the property is not sold on or before the date that is

         12 months from J & A's Plan confirmation, J & A will
         immediately contract with an auctioneer, acceptable to
         the bank, and the property will be advertised and
         scheduled to be sold at public auction within a
         reasonable time, but in any event on a date no more than
         14 months from J & A's Plan confirmation date;

     (f) At any public auction of the property, York Traditions
         Bank will be permitted to credit bid the amount of its
         claim;

     (g) For so long as J & A remains the owner of the property
         (including the time between the expiration of the 12-
         month refinance/sale period and the closing under any
         action), J & A will remain current on all loan payments,
         insurance, and other terms and conditions of the loan
         documents; and

     (h) If J & A fails to meet any of the conditions and
         subsequent to a 10-day written default notice to cure
         served upon Debtor, J & A and J & A's counsel, York
         Traditions Bank will be permitted to exercise its rights
         and remedies under the loan documents.

Class 2 Allowed Unsecured is unimpaired.  Class 2 consists of the
Allowed Unsecured Non-Priority Claims.  The total payment will be
100% of an allowed claim.  As part of Debtor's Plan, all judgment
holders would have their respective judgments voided and the
judgment amount would be part of the general unsecured class.  The
Class 2 Claims are unimpaired under the Plan and not entitled to
vote.

The Debtor believes that the ongoing business operations will
provide sufficient liquidity to fund the Plan.  The Plan will
provide for satisfaction of all existing priority debt over the
life of the Plan, as well as liquidity for all operational expenses
going forward.  The Debtor believes that, under the Plan, holders
of Claims will obtain full repayment.

The funds needed to effectuate the payments proposed under the Plan
will be generated from business operations of Unique Physique, Inc.
The Plan's feasibility is likely as the operating income is
sufficient to pay the rent and unsecured creditors.  Risk factors
that would impede confirmation are a reduction of gym members at
Unique Physique or the illness or death of the shareholders.

A copy of the Disclosure Statement is available at:

             http://bankrupt.com/misc/pamb16-04757-53.pdf

                        About Unique Physique

Unique Physique Inc filed a Petition under Chapter 11 of the
Bankruptcy Code (Bankr. M.D. Pa. Case No. 16-04757) on Nov. 18,
2016, and has continued in possession of its property and the
management of its affairs.

The Debtor owns and operates Unique Physique Fitness Center, a
neighborhood gym in York.  The gym offers strength training,
cardio, yoga, pilates and more.

At the time of the bankruptcy filing, the Debtor listed under $1
million in both assets and liabilities.

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


UNITED CORP INT'L: Unsecureds to be Paid $341K, Plan Budget Shows
-----------------------------------------------------------------
United Corp. Int'l Inc. filed with the U.S. Bankruptcy Court for
the Northern District of Georgia its proposed budget related to its
Chapter 11 plan of reorganization filed on March 23.

The plan budget shows that general unsecured creditors won't
receive monthly payments on the first year of the plan.  Monthly
payments will start on the second year and will continue until the
eighth year of the plan.  

Georgian Stone and MS International will receive $420.67 per month
and $123 per month, respectively.  Meanwhile, G K Granite, another
unsecured creditor, will receive a monthly payment of $3,520.79.

Under the plan, G K Granite will receive total payment of
$295,746.36; Georgian Stone, $35,336.28; and MS International,
$10,332, the proposed plan budget shows.   

A copy of the plan budget is available without charge at:

                 https://is.gd/wy2ujW

               About United Corp. Int'l

United Corp. Int'l, Inc. fabricates stone products consisting of
granite, limestone, marble and related stone.  Its customers are
both residential homeowners and single family and multi-family home
builders in and around the State of Georgia.

Debtor maintains a principal place of business at 6555 Jimmy Carter
Boulevard, Norcross, Georgia via a commercial building lease with
Nest Investment, Inc.  It also maintains a warehouse at 6899
Peachtree Industrial Boulevard, Suite J-K, Norcross, GA 30092 via a
warehouse lease with Peachtree Industrial Partners, LLP.

Debtor sought protection under Chapter 11 of the Bankruptcy Code
(Bankr. N.D. Ga. Case No. 16-60912) on June 23, 2016.  The petition
was signed by Touraj Nayebosadri, president.  Debtor is represented
by Rodney L. Eason, Esq.

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


VANGUARD NATURAL: Ad Hoc Equity Panel Questions Debtors' Valuation
------------------------------------------------------------------
BankruptcyData.com reported that Vanguard Natural Resources' ad hoc
equity committee filed with the U.S. Bankruptcy Court an objection
to the Debtor's disclosure statement and request for valuation
hearing. The equity committee asserts, "Simultaneously with its
formation, the Equity Committee retained Huron Consulting Services
to conduct a formal valuation of the Debtors. Huron believes that
the Debtors' reorganization value is in the range of $2.1 billion
to $2.6 billion with a midpoint of $2.35 billion (the 'Huron
Valuation').  By comparison, the Disclosure Statement states that
the Plan is premised on an enterprise value of the Debtors of only
$1.625 billion.  Without the Debtors explanation of the valuation
methodologies used and the inputs for those valuation methods,
including what discount rates were used, what prices were used, and
what other factors were taken into account, it is impossible for a
hypothetical investor to make an informed decision about how the
Debtors arrived at the $1.625 billion figure. In addition, a
hypothetical investor would want to know: (i) what specifically
changed between the Debtors' January 2017 Management Presentation
and the execution of the RSA; and (ii) how the Debtors are going to
explain the differences between the Debtors' value and the
substantially higher Huron Valuation. What also cannot be
reconciled is Management's justification for negotiating the
Management Incentive Plan ('MIP'), which gives them 10% of the
equity post-confirmation. The Debtors have not disclosed how and
why the MIP was negotiated and why this benefit to Management is
not discriminatory."

              About Vanguard Natural Resources

Vanguard Natural Resources, LLC -- http://www.vnrllc.com/-- is a  

publicly traded limited liability company focused on the
acquisition, production and development of oil and natural gas
properties.  Vanguard's assets consist primarily of producing and
non-producing oil and natural gas reserves located in the Green
River Basin in Wyoming, the Permian Basin in West Texas and New
Mexico, the Gulf Coast Basin in Texas, Louisiana, Mississippi and
Alabama, the Anadarko Basin in Oklahoma and North Texas, the
Piceance Basin in Colorado, the Big Horn Basin in Wyoming and
Montana, the Arkoma Basin in Arkansas and Oklahoma, the Williston
Basin in North Dakota and Montana, the Wind River Basin in
Wyoming, and the Powder River Basin in Wyoming.

The Debtors listed total assets of $1.54 billion and total debts
of $2.3 billion as of Feb. 1, 2017.

Paul Hastings LLP is serving as legal counsel and Evercore
Partners is acting as financial advisor to Vanguard.  Opportune LLP
is the Company's restructuring advisor.  Prime Clerk LLC is serving
as claims and noticing agent.

Judy R. Robbins, the U.S. Trustee for Region 7, on Feb. 14, 2017,
appointed three creditors to serve on the official committee of
unsecured creditors appointed in the Debtor's case.  The Committee
hired Akin Gump Strauss Hauer & Feld LLP as counsel and FTI
Consulting, Inc. as financial advisor.

Attorneys for Citibank, N.A, as administrative agent under the
Third Amended and Restated Credit Agreement, dated as of September
30, 2011, are Chris Lopez, Esq., Stephen Karotkin, Esq., and
Joseph H. Smolinsky, Esq., at Weil Gotshal & Manges LLP.


VIA NIZA: Unsecured Creditors to Get Nothing Under Exit Plan
------------------------------------------------------------
Unsecured creditors of Via Niza Inc. will receive nothing under the
company's proposed Chapter 11 plan of reorganization.

Under the plan filed with the U.S. Bankruptcy Court in Puerto Rico,
Class 3 unsecured creditors will receive a distribution of 0% of
their allowed claims.

The plan identified two unsecured creditors: Asociacion Cond. Metro
Medical Center, which asserts a claim of $6,248, and CRIM, which
asserts a claim of $13,385 against the company.

Payments under the plan will be funded by the on-going operations
of the company, and from the collection of post-petition rent
receivables, according to the disclosure statement filed on April
18.

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

                 https://is.gd/R4ycqM

                 About Via Niza Inc.

Via Niza Inc., a corporation, owns a commercial property located at
Metro Medical Center Condominium.  The property is used as a
medical and patient treatment office for hematology and oncology
patients.

The Debtor sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. D. P.R. Case No. 17-00215) on January 18, 2017.  At
the time of the filing, the Debtor estimated assets and liabilities
of less than $1 million.  

Myrna L. Ruiz-Olmo, Esq., at MRO Attorneys at Law LLC is the
Debtor's bankruptcy counsel.  The Debtor hired Luis Cruz Lopez as
its accountant.


VIRTU FINANCIAL: Fitch Affirms BB- IDR on KCG Holdings Acquisition
------------------------------------------------------------------
Fitch Ratings has affirmed Virtu Financial LLC's (Virtu's)
Long-Term Issuer Default Rating (IDR) at 'BB-' following its
proposed acquisition of KCG Holdings Inc. (KCG). The Rating Outlook
is Stable.

On April 20, Virtu reached a deal to acquire rival KCG for $1.4
billion in cash. The transaction and debt refinancing is expected
to be funded with new gross borrowings of $1.65 billion (which
represents approximately $650 million of incremental debt for the
combined companies) and the sale of $750 million of common stock to
North Island Investments Ltd., GIC Private Limited, Public Sector
Pension Investment Board, and Temasek. The transaction is expected
to close in 3Q17 after receipt of KCG shareholder and required
regulatory approvals.

KEY RATING DRIVERS

Virtu's 'BB-' ratings reflect its established market position as a
technology-driven market maker across various venues, geographies
and products, its diversified and growing revenue base, scalable
business model, and experienced management team. Fitch believes
that Virtu's passive, market-neutral trading strategies in highly
liquid products and extremely short holding periods minimize market
and liquidity risks. Additionally, the firm's risk controls are
believed to be robust, as evidenced by minimal instances of
material historical operational losses.

Fitch believes the acquisition of KCG makes strategic sense as the
combined company will leverage Virtu's technology with KCG's
established access to retail order flow and institutional agency
business. The combined company will also benefit from increased
scale and improved ability to withstand competitive pressures in
the industry.

While post-acquisition leverage is expected to be elevated
initially, at approximately 5.0x on a pro forma debt-to-adjusted
EBITDA basis (excluding non-cash compensation and other one-time
charges), Fitch expects Virtu's leverage to decline shortly after
closing the transaction with principal repayment of debt from $440
million in estimated capital synergies. Leverage is expected to
decline further over a period of two years, as expense synergies
are realized. Virtu is targeting a leverage ratio of 2.5x by YE19,
a reduction Fitch believes is achievable, predicated on expected
increases in EBITDA, $208 million in net pre-tax expense savings,
and $440 million of principal pay-downs on outstanding debt. An
inability to reduce leverage below 3.5x, which is the upper-end of
Fitch's 'bb' category quantitative benchmark, could pressure
ratings. Fitch estimates that Virtu would need to realize 75% of
projected cost synergies, assuming no debt principal repayment, for
leverage to return to the 'bb' benchmark range.

The de-leveraging plan does not incorporate revenue synergies,
which Fitch believes are possible, given Virtu's access to KCG's
wholesale market making business and institutional client base.
However, the potential revenue upside must be balanced against the
challenging market backdrop for electronic trading firms in terms
of increasing costs from exchanges and data providers.

The Stable Outlook reflects Fitch's expectations for strong
execution on the integration of KCG, with gradual realizations of
expense synergies allowing for steady de-leveraging. The Outlook
also reflects the belief that Virtu will maintain its low market
risk profile, consistent management team, and liquidity levels.

RATING SENSITIVITIES

Negative rating actions could result from an inability to execute
on the projected capital synergies allowing for debt principal
reduction in the months following the transaction close.
Additionally, shortfalls in projected cost savings and/or debt
reductions that prevent leverage from declining below 3.5x, on a
debt-to-adjusted EBITDA basis, over the Outlook horizon would also
pressure ratings longer-term.

Negative rating actions could also result from material operational
or risk management failures, adverse regulatory or legal actions,
failure to maintain Virtu's market position in the face of evolving
market structures and technologies, and/or a material shift into
trading less liquid products.

Positive rating action, though likely limited to the 'BB' rating
category, could result from continued strong operating performance
and minimal operational losses over a longer period of time while
returning and sustaining cash flow leverage levels below 3.5x. A
higher proportion of recurring revenue derived from service
contracts, positive tangible equity, and increased funding
flexibility, including demonstrated access to third party funding
through a variety of market cycles, could also contribute to
positive rating momentum.

Fitch has affirmed the following ratings:

Virtu Financial LLC
--Long-term IDR at 'BB-';
--Senior secured debt at 'BB-'.

The Rating Outlook is Stable.


WAGLE LLC: Lynn McLaughlin Opposes Approval of Plan Outline
-----------------------------------------------------------
An unsecured creditor asked the U.S. Bankruptcy Court for the
Western District of Pennsylvania to deny the disclosure statement
filed by Wagle LLC, saying it supports a Chapter 11 plan that
cannot be confirmed.

In a court filing, Lynn Stone McLaughlin said the company's
principals will retain 100% of their interest in its assets while
unsecured creditors will receive next to nothing under the proposed
plan.  

Such treatment, Ms. McLaughlin said, violates the "absolute
priority rule" under the Bankruptcy Code, which makes the plan
"unconfirmable."

Ms. McLaughlin also argued that the disclosure statement does not
contain important information such as financial information that
would establish feasibility of the plan.

Ms. McLaughlin is represented by:

     Charles O. Zebley, Jr., Esq.
     Zebley Mehalov & White, P.C.
     P.O. Box 2123
     Uniontown, PA 15401
     Phone: 724-439-9200
     Email: COZ@Zeblaw.com

                         About Wagle LLC

Wagle LLC, a locksmith, sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. W.D. Pa. Case No. 16-21169) on March 30,
2016.  The petition was signed by Patricia D. Wagle, member.

The Debtor estimated both assets and liabilities in the range of $1
million to $10 million.

The case is assigned to Judge Carlota M. Bohm.  The Debtor is
represented by Francis E. Corbett, Esq.  

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

On September 26, 2016, the Debtor filed a disclosure statement,
which explains its proposed small business Chapter 11 plan.


WHISKEY ONE: Chapter 11 Examiner Hires CBRE as Broker
-----------------------------------------------------
Maria Ellena Chavez-Ruark, the Chapter 11 Examiner for Whiskey One
Eight, LLC, asks the U.S. Bankruptcy Court for the District of
Maryland for authority to employ CBRE Group, Inc., as her real
estate broker.

On February 4, 2016, the United States Trustee appointed Ms.
Chavez-Ruark to serve as Examiner.

On March 7, 2017, the Court entered a Stipulation and Consent Order
Further Expanding the Powers of the Examiner (the "Consent Order").
The March 7, 2017 Consent Order provides that "the Examiner's
powers are further expanded to take all necessary action to market,
negotiate, auction, sell and otherwise consummate the sale of the
Debtor's real property located at 520 Brock Bridge Road, Laurel,
Maryland 20724 (the "Property")."

Th Examiner requires CBRE to market and sell the Property, as
authorized by the Consent Order.

The Examiner and CBRE have agreed that CBRE shall be compensated by
a 3.5% commission on the gross sale proceeds from the Property.
Further, CBRE will pay for all costs of marketing the Property,
including advertising and marketing materials.

David F. Dorros, vice chairman of the National Loan Sale of
Advisory Group of CBRE Group, Inc., assured the Court that the firm
is a "disinterested person" as the term is defined in Section
101(14) of the Bankruptcy Code and does not represent any interest
adverse to the Debtor and its estates.

CBRE may be reached at:

      David F. Dorros
      National Loan Sale of Advisory Group
      CBRE Group, Inc.
      750 9th Street NW, Suite 900
      Washington, DC 20001
      Tel: (202) 585-5567
      E-mail: dave.dorros@cbre.com

                       About Whiskey One

Whiskey One Eight, LLC, is a Maryland limited liability company
having a principal place of business in Anne Arundel County,
Maryland.  It was organized by the filing of Articles of
Organization with the State Department of Assessments and Taxation
on or about Aug. 9, 2005.  It was organized to hold title to a
valuable fifty-acre parcel, having a street address of 520 Brock
Bridge Road, Laurel, Maryland 20724, commonly known as the
Suburban Airport Property and to conduct development-related
activities in connection with the Property.

The Debtor filed a Chapter 11 bankruptcy petition (Bankr. D. Md.
Case No. 15-19885) on July 15, 2015.  Andrew Zois signed the
petition as managing member.  The Debtor disclosed total assets of
$18,008,600 and total liabilities of $5,100,057 as of the Chapter
11 filing.

Lawrence Joseph Yumkas, Esq., at Yumkas, Vedmar & Sweeney, LLC, as
the Debtor's counsel.  Judge David E. Rice presides over the case.

The Debtor, on Feb. 10, 2016, filed with the U.S. Bankruptcy Court
for the District of Maryland, Baltimore Division, a plan of
reorganization, which impairs all general unsecured claims.  A
full-text copy of the Plan is available at
http://bankrupt.com/misc/WOEplan0210.pdf


WIA MARKETING: Seeks to Hire KG Law APC as Legal Counsel
--------------------------------------------------------
WIA Marketing, LLC seeks approval from the U.S. Bankruptcy Court
for the Central District of California to hire legal counsel in
connection with its Chapter 11 case.

The Debtor proposes to hire KG Law APC to, among other things, give
legal advice regarding its rights and duties under the Bankruptcy
Code, conduct examination of claimants, and assist in the
preparation and implementation of a bankruptcy plan.

KG Law received $6,000, plus the filing fee of $1,717 from the
Debtor's principal Macie Wang.

Vahe Khojayan, Esq., at KG Law, disclosed in a court filing that
all members of the firm do not have any interest adverse to the
Debtor's bankruptcy estate.

The firm can be reached through:

     Vahe Khojayan, Esq.
     KG Law APC
     1010 N. Central Ave., Suite 450
     Glendale, CA 91202
     Tel: (818) 245-1340
     Fax: (818) 245-1341
     Email: vahe@lawyer.com

                     About WIA Marketing LLC

WIA Marketing LLC sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. C.D. Calif. Case No. 17-13494) on March 22,
2017.  The case is assigned to Judge Barry Russell.


WOODHAVEN TOWNHOUSE: Gets Approval of Plan to Exit Bankruptcy
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas on
April 18 confirmed the plan proposed by Woodhaven Townhouse
Association, Inc., to exit Chapter 11 protection.

The court gave the thumbs-up to the plan after finding that it
complies with section 1129 of the Bankruptcy Code.

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

Under the plan, Class 5 general unsecured claims will be paid once
allowed in full over 48 months.  The claims are projected to be
paid approximately $1,729.17, plus any additional interest
beginning on the first month of the plan through month 48.

Money to fund the plan will come from Woodhaven's continued
business operation, according to its court-approved first amended
disclosure statement filed on February 6 this year.

                     About Woodhaven Townhouse

Woodhaven Townhouse Association, Inc. is a townhome owner's
association.  The Debtor filed a Chapter 11 bankruptcy petition
(Bankr. N.D. Tex. Case No. 16-34424) on Nov. 11, 2016, disclosing
under $1 million in both assets and liabilities.  

The Debtor is represented by Joyce W. Lindauer, Esq.  Jennifer K.
Maddox, CPA, serves as its accountant.

On Jan. 27, 2017, the Debtor filed a disclosure statement, which
explains its plan of reorganization.


WORLD OF WOOD: Unsecureds to Recover 80% Under Plan
---------------------------------------------------
World of Wood, Ltd., filed with the U.S. Bankruptcy Court for the
Eastern District of Virginia a first amended disclosure statement
dated April 21, 2017, referring to the Debtor's plan of
reorganization.

Class 3 consists of the non-priority unsecured claims of claimants
holding claims of $1,000 or less.  The total of Claims in Class 3
is approximately $18,226.  Class 3 General Unsecured Creditors -
Administrative Convenience is impaired by the Plan.  The Class 3
Creditors will be paid 80% of their allowed unsecured claims,
within 30 days of the Effective Date.

The Debtor has also reduced its overall unsecured obligations,
since its Petition Date, through the payment of priority wage
claims ($34,160.80) and certain critical vendors ($84,349), all of
which payments were approved by order of the Court.  The Debtor has
also worked hard to preserve its vendor and customer relationships,
and has been successful in continuing to grow its sales.  Although
the Debtor ended 2016 with a loss of approximately $130,000, the
Debtor expects to realize a profit in 2017 of approximately
$31,666.11.

Over the 60 month period of its Plan, the Debtor expects to realize
a profit of at least $254,132.99.  From its operations, the Debtor
will be able to pay all of its secured, Chapter 11 administrative
and priority tax claims in full and to provide a return to
unsecured creditors as well from the continued anticipated profits
of the Debtor's operations.

The First Amended Disclosure Statement is available at:

            http://bankrupt.com/misc/vaeb16-13186-84.pdf

                      About World of Wood, Ltd.        

World of Wood, Ltd. dba Hardwood Aritsans filed a Chapter 11
petition (Bankr. E.D. Va. Case No. 16-13186), on September 19,
2016.  The petition was signed by Curtis Smay, co-CEO.  The case is
assigned to Judge Brian F. Kenney.  The Debtor is represented by
Christopher L. Rogan, Esq. at ROGANMILLERZIMMERMAN, PLLC.  The
Debtor disclosed $320,649 in total assets and $4.23 million in
total liabilities.  The petition was signed by Curtis Smay,
co-CEO.

A copy of the Debtor's list of 20 largest unsecured creditors is
available for free at http://bankrupt.com/misc/vaeb16-13186.pdf   


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


YELLOW CAB: Trustee Taps Kidder Mathews as Broker
-------------------------------------------------
The Chapter 11 trustee for Yellow Cab Cooperative, Inc. seeks
approval from the U.S. Bankruptcy Court for the Northern District
of California to hire a broker.

Randy Sugarman, the court-appointed trustee, proposes to hire
Kidder Mathews Commercial Real Estate to assist in marketing two
leases of the Debtor on properties located at 1200 Mississippi
Street, and 1760 Cesar Chavez, Unit N & O, San Francisco,
California.

The trustee's listing agreement with the firm contemplates standard
commissions based on 7% of the rent for the first and second year,
6% for the third year, 5% for the fourth and fifth year, and so
forth.

The commission schedule stated in the agreement calls for payment
of 50% of the commission upon court approval of a fully executed
sublease, and payment of the balance upon commencement of the term.


Kidder Mathews will share up to 50% of the commissions with the
subtenant's broker.  Should the landlord for either lease seek to
buy out the estate's interest, the firm would be paid a flat fee of
$120,000 for the Mississippi lease and $10,000 for the Cesar Chavez
lease.

Kidder Mathews is a "disinterested party" as defined in section
101(14) of the Bankruptcy Code, according to court filings.

The firm can be reached through:

     Marcella D. Harrison
     Kidder Mathews Commercial Real Estate
     101 Mission Street, Suite 2100
     San Francisco, CA 94105
     Tel: (415) 229-8888

                  About Yellow Cab Cooperative

Yellow Cab Cooperative, Inc. provides taxicab Transportation
services in the San Francisco, California area.  In San Francisco,
taxicab "color schemes" are licensed by the County of San Francisco
to provide services to taxi medallion owners, which color schemes
and medallion holders operate in a highly regulated environment.

Yellow Cab is a non-profit cooperative service company that
provides an operating base for approximately 400 San Francisco taxi
medallions (or permits), operating on a cooperative basis.  It
supports approximately 1,000 medallion owners and lessee drivers in
their individual taxi operations, and separately employs
approximately 60 persons to provide those support services.  It
currently supports approximately one-third of the total medallions
operating in San Francisco.

Yellow Cab filed a Chapter 11 petition (Bankr. N.D. Cal. Case No.
16-30063) on Jan. 22, 2016.  The petition was signed by Pamela
Martinez, president.  The Debtor estimated assets of $1 million to
$10 million, and debts of $10 million to $50 million.

The case is assigned to Judge Dennis Montali.  The Debtor hired
Farella Braun and Martel LLP as its bankruptcy counsel.

The U.S. Trustee for Region 17 appointed an official committee of
unsecured creditors.  The committee is represented by John D.
Fiero, Esq., and Jason H. Rosell, Esq., at Pachulski Stang Ziehl &
Jones LLP.

On November 22, 2016, Randy Sugarman was appointed as Chapter 11
trustee.  The trustee hired Michelson Law Group as his bankruptcy
counsel; Sugarman and Company LLP as accountant; and Aaron &
Wilson, LLP as special counsel.


[*] Fitch: Farmer Balance Sheets Weaken, Lenders to Weather Storm
-----------------------------------------------------------------
Farmer balance sheets have deteriorated given the persistent
commodity downturn, weak outlook for the farm sector and falling
farmland values; however, agricultural lenders are unlikely to be
materially impacted, according to the latest North American
Financial Institutions Chart of the Month from Fitch Ratings. Even
as balance sheets weaken, leverage still remains well below its
peak in 1985 and below the sector's long-term average. Farmer
leverage has ticked up to a projected 16.2% in 2017 from 15.1% in
2016.

If conditions worsen, Fitch does not expect a ratings impact to the
Farm Credit System or the individual system banks because the
ratings will continue to be directly linked to the U.S. sovereign
rating. Fitch believes that the commodity cycle is not likely to be
a significant rating issue for commercial banks, with few rated
banks having meaningful ag-related exposures.

"Despite sector headwinds agricultural lending credit quality has
been fairly resilient and Fitch does not expect credit quality to
worsen to levels seen during the financial crisis or the 1980s ag
crisis," said Bain Rumohr, Director, Fitch Ratings.

Crop insurance and better interest expense ratios are some of the
factors contributing to the more stable ag sector than the 1980s.
However, Fitch notes that with 20% of farmer's annual revenues
coming from exports, credit quality within the Farm Credit System
could deteriorate faster than expected should other countries begin
placing significant tariffs on imported U.S. produced agricultural
products, which could reduce exports and pressure commodity prices.


[*] Fitch: U.S. Leveraged Loan Default Rate Hit 2% at End-March
---------------------------------------------------------------
The trailing 12-month (TTM) U.S. institutional leveraged loan
default rate hit 2% at end-March 2017, according to Fitch Ratings.
If no other defaults occur by end-April, the rate will drop
slightly to 1.9%. There have been three defaults this month for
$1.3 billion. Fitch forecasts the rate will finish at just over 2%
by year-end.

"While Payless' filing kicks off a period of elevated concerns for
retail bankruptcies with institutional term loans, the overall rate
remains benign," said Eric Rosenthal, Senior Director, Leveraged
Finance.

With rue21 Inc.'s and Gymboree Corp.'s bankruptcies both speculated
by the market in the near term, the retail leveraged loan default
rate would advance to 3% (from 1%). Fitch forecasts a 9% retail
default rate by end-2017, although the fate of Sears and J. Crew
could materially alter the projections. Despite the expected rise
in the number of retail bankruptcies, the sector dollar volume may
only match the total from iHeartCommunications Inc.'s highly likely
default.

Fitch views a bankruptcy filing by iHeart as probable, an event
that would add 0.6% to the default rate and push it above 2% for
the first time since October 2016. An in-court restructuring is
possible if investor support for the current distressed debt
exchange (DDE) fails to materialize.

While commodity price-related concerns dominated the default and
bankruptcy narrative last year, challenges in those sectors have
slowed but not stopped. The 30-day post-default prices continue to
improve, despite the rising default rate.

The energy default rate jumped in March to 20.6% (from 13.6%) due
to Ocean Rig's chapter 15 filing and EXCO's DDE. That number could
climb further with defaults from Seadrill and Pacific Drilling
looming. Nevertheless, the bulk of energy defaults occurred over
the past 15 months, and Fitch believes the sector is at the end of
its default cycle.

Seadrill is the second most held company in Fitch-rated CLOs on
Fitch's Loans of Concern list, bested only by Checkout Holdings.
However, Fitch's CLO Index default rate remains benign at 0.4%.

The full report is titled 'U.S. Leveraged Loan Default Insight:
Retail Institutional Loan Risk Broad Based; Sizable Names Driving
Default Rate.'


[*] Prelim. 2016 Results Show 1st Underwriting Loss, AM Best Says
-----------------------------------------------------------------
The U.S. property/casualty industry reported a $5.2 billion net
underwriting loss in 2016 and an 18.3% decline in net income
compared with the same period in 2015, according to preliminary
financial results.  The underwriting loss is the industry's first
since 2012, and also marks the third consecutive year of
deteriorating underwriting results.  This financial review is
detailed in a new Best's Special Report, titled, "A.M. Best First
Look – 4Qtr 2016 U.S. Property/Casualty Financial Results," and
the data is derived from companies' statutory statements that were
received as of March 9, 2017, representing an estimated 94% of the
total property/casualty industry's net premiums written.

According to the report, the industry's reported combined ratio
deteriorated 2.9 points from the previous year to 100.7, marking
the worst year-to-year comparison in the last four years. Hurricane
Matthew boosted estimated U.S. catastrophe losses in 2016 by 43.2%
to $24.9 billion, the industry's highest catastrophe loss total
since 2012, when Hurricane Sandy made landfall.

Despite the net income decline to $44.4 billion from $54.3 billion
in the previous year, policyholders' surplus reached a record
$667.5 billion at year-end 2016, driven by significant increases in
unrealized capital gains at two Berkshire Hathaway companies and at
State Farm, a decrease in net other-surplus losses and a reduction
in stockholder dividends.


[^] BOOK REVIEW: Lost Prophets -- An Insider's History
------------------------------------------------------
Author: Alfred L. Malabre, Jr.
Publisher: Beard Books
Softcover: 256 pages
List Price: $34.95
Review by Henry Berry

Order your personal copy today at http://is.gd/KNTLyr

Alfred Malabre's personal perspective on the U.S. economy over the
past four decades is firmly grounded in his experience and
knowledge. Economics Editor of The Wall Street Journal from 1969
to 1993 and author of its weekly "Outlook" column, Malabre was in
a singular position to follow the U.S. economy in recent decades,
have access to the major academic and political figures
responsible for economic affairs, and get behind the crucial
economic stories of the day. He brings to this critical overview
of the economy both a lively, often provocative, commentary on the
picture of the turns of the economy. To this he adds sharp
analysis and cogent explanation.

In general, Malabre does not put much stock in economists. "In
sum, the profession's record in the half century since Keynes and
White sat down at Bretton Woods [after World War II] provokes
dismay." Following this sour note, he refers to the belief of a
noted fellow economist that the Nobel Prize in this field should
be discontinued. In doing so, he also points out that the Nobel
for economics was not one originally endowed by Alfred Nobel, but
was one added at a later date funded by the central bank of Sweden
apparently in an effort to give the profession of economists the
prestige and notice of medicine, science, literature and other
Nobel categories.

Malabre's view of economists is widespread, although rarely
expressed in economic circles. It derives from the plain fact
that modern economists, even hugely influential ones such as John
Meynard Keynes, are wrong as many times as they are right. Their
economic theories have proved incomplete or shortsighted, if not
basically wrong-headed. For example, Malabre thinks of the
leading economist Milton Friedman and his "monetarist colleagues"
as "super salespeople, successfully merchandising.an economic
medicine that promised far more than it could deliver" from about
the 1960s through the Reagan years of the 1980s. But the author
not only cites how the economy has again and again disproved the
theories and exposed the irrelevance of wrong-headedness of the
policy recommendations of the most influential economists of the
day. Malabre also lays out abundant economic data and describes
contemporary marketplace and social activities to show how the
economy performs almost independently of the best analyses and
ideas of economists.

Malabre does not engage in his critiques of noted economists and
prevailing economic ideas of recent decades as an end in itself.
What emerges in all of his consistent, clear-eyed, unideological
analysis and commentary is his own broad, seasoned view of
economics-namely, the predominance of the business cycle. He
compares this with human nature, which is after all the substance
of economics often overlooked by professional and academic
economists with their focus on monetary policy, exchange rates,
inflation, and such. "The business cycle, like human nature, is
here to stay" is the lesson Malabre aims to impart to readers
interested in understanding the fundamental, abiding nature of
economics. In Lost Prophets, in language that is accessible and
jargon-free, this author, who has observed, written about, and
explained economics from all angles for several decades,
persuasively makes this point.

In addition to holding a top position at The Wall Street Journal,
Malabre is also the author of the books, Understanding the New
Economy and Beyond Our Means, which received the George S. Eccles
Prize from the Columbia Business School as the best economics book
of 1987.


                            *********

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
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The TCR subscription rate is $975 for 6 months delivered via
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                   *** End of Transmission ***