TCR_Public/170503.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Wednesday, May 3, 2017, Vol. 21, No. 122

                            Headlines

5 C HOLDINGS: Wants Interim Approval on Cash Collateral Use
ADAMS TRACTOR: Disclosures OK'd; Plan Hearing on June 29
ADPT DFW HOLDINGS: Taps Norton Rose Fulbright as Counsel
ADVANCED MICRO: Stockholders Elect Eight Directors
AHMAD SALEHZADEH: Selling White Plains Condo Apartments for $410K

ALLCORP INC: Taps Robert R Redfern for Tax Services
ALLEN CONSTRUCTION: Taps K. Haley & Associates as Counsel
ALLY FINANCIAL: Posts $214 Million Net Income for First Quarter
ALPHA NURSING: U.S. Trustee Names Thomas Mackey as PCO
AMERIFORGE GROUP: S&P Lowers CCR to 'D' on Chapter 11 Filing

ANDERSON SHUMAKER: Can Continue Using Cash Collateral until June 1
ARCONIC INC: Board Appoints David P. Hess as Director
ASSUREDPARTNERS INC: Moody's Rates $1.1BB First-lien Term Loan B2
ASSUREDPARTNERS INC: S&P Affirms 'B' CCR Over 1st-Lien Repricing
AURORA DIAGNOSTICS: S&P Cuts CCR to CC on Proposed Exchange Offer

AUTO INC: Case Summary & 20 Largest Unsecured Creditors
AV HOMES: S&P Affirms 'B-' CCR & Rates $300MM Unsec. Notes 'B-'
BETH MBURU: Creditor Seeks Trustee Appointment, Ch. 7 Conversion
BIOSTAGE INC: Stockholders OK Five Proposals at Annual Meeting
BOART LONGYEAR: Chapter 15 Case Summary

BOWER CONTRACTING: Taps Martinez & Associates as Accountant
C & R EVENTS: Taps Adams and Reese as Legal Counsel
C & S COMPANY: Randy Sugarman Appointed Chapter 11 Trustee
CADILLAC NURSING: PCO Files 8th Report
CATASYS INC: Files Fifth Amended Form S-1 Prospectus with SEC

CLIFFS NATURAL: May Issue Add'l 15 Million Shares Under 2015 Plan
CLIFFS NATURAL: Stockholders Elect 9 Directors
CLIFFS NATURAL: Swings to $29.8-Mil. Net Loss in First Quarter
COATES INTERNATIONAL: Gets $43,000 from Note Issuance
COCRYSTAL PHARMA: Amends 2016 Form 10-K to Add Part III

COPIA PARTNERS: Taps Lefkovitz as Legal Counsel
CTI BIOPHARMA: Has $10.6M Est. Net Financial Standing at March 31
DAKOTA PLAINS: Files Plan of Liquidation
DELCATH SYSTEMS: CEO Reports Clinical and Commercial Progress
DEVOE'S MUSIC: Case Summary & 19 Largest Unsecured Creditors

EASTERN STAR: Taps Arlena Jackson as Accountant
EATERIES INC: Has Interim OK on $200K DIP Loan, Cash Collateral Use
EMAS CHIYODA: Committee Hires Akin Gump as Bankruptcy Counsel
EMAS CHIYODA: Committee Taps Alvarez & Marsal as Financial Advisors
FOLTS HOME: Resident Falls Remain Ongoing Issue, PCO Says

FOOTE AVENUE: Taps James Joyce as Legal Counsel
GABRIELLE LAVERNE BROWN: U.S. Trustee Names Joseph Rodrigues as PCO
GARY DEAN ROGERS: Selling Lubbock Property for $154K
GATOR EQUIPMENT: Seeks to Refinance Regions' Debt Under New Plan
GENTLEPRO HOME: Can Use CAN Capital Cash Collateral Until May 25

GEORGE STREET: Allowed to Use DBTCA Cash Collateral Until May 12
GRAFTECH INTERNATIONAL: Incurs $26.3M Net Loss in First Quarter
GRAND ABBACO: Approval of Drew Dillworth as Ch. 11 Trustee Sought
GREAT BASIN: Principal Amount of Series B Notes Down to $1.4M
GRIER BROS: Taps Herbert C. Broadfoot as Legal Counsel

GULFMARK OFFSHORE: Class A Common Stock Delisted from NYSE
GYMBOREE CORP: 3 Executives Received $640,000 Retention Bonuses
HAVEN CHICAGO: Wants Plan, Disclosures Deadline Extended to June 2
HAVEN REAL ESTATE: Wants June 2 Deadline for Plan, Disclosures
HELIOPOWER INC: Wants to Use Sierra Nevada Solar Cash Collateral

HERMAN ROSS: Creditor Seeks Trustee Appointment
HIGH COUNTRY FUSION: Case Summary & 18 Top Unsecured Creditors
HUNTWICKE CAPITAL: Amends Oct. 31 2016 Form 10-Q to Correct Errors
I.O. METRO: May 8 Meeting Set to Form Creditors' Panel
IHEARTCOMMUNICATIONS INC: Extends Private Offers to Noteholders

IHEARTCOMMUNICATIONS INC: Extends Private Term Loan Offer Anew
JIM HANKINS: Lesikar Buying All Assets for $560K
KE KAILANI: Case Summary & 8 Unsecured Creditors
KING & QUEEN: Hires John C. Gordon as Counsel
LAW-DEN NURSING: Patient Care Ombudsman Files 5th Report

LIGHTING SCIENCE: Craig Cogut Reports 92.3% Stake as of April 24
LIGHTING SCIENCE: Sold $4.4 Million Securities to LSGC III
LOUISIANA CRANE: CBSL Seeks Rejection of Disclosure Statement
LOUISIANA CRANE: DLL Wants Disclosure Statement Rejected
LOUISIANA CRANE: Siemens Financial Objects to Disclosure Statement

LSB INDUSTRIES: Robotti Reports 8.2% Stake as of April 17
LTI HOLDINGS: Moody's Rates New $805-Mil. Secured Loans 'B2'
MICROVISION INC: Signs $24M Deal with Technology Company
MILK HOUSE: Case Summary & Unsecured Creditor
MOIN LLC: Plan to be Funded from Operation Revenues

MONDO WINE: Taps Linda Hamilton as Accountant
MRI INTERVENTIONS: Reports 44% Increase in Revenue for Q1
MRI INTERVENTIONS: Signs License Agreement with Acoustic
NAKED BRAND: Incurs $10.8 Million Net Loss in Fiscal 2017
NEW JERSEY MICRO-ELECTRONIC: Case Summary & 10 Unsecured Creditors

NEXT GROUP: Will Sell Back AIM to DKM for $1
NICE CAR: Seeks Interim Authorization on Cash Collateral Use
NICK STELLEY: Committee Taps Young Cotter as Legal Counsel
NOTIS GLOBAL: Removes Marcum LLP as Accountants
ONTARIO CENTURY: Sale of Chicago Condo Unit to Marc for $884K OK'd

PENICK PRODUCE: Wants to Use BancorpSouth Cash Collateral
PERFORMANCE SPORTS: Canadian Monitor Files 8th Report
PHARMACOGENETICS DIAGNOSTIC: Can Use SYB Cash Until June 30
PLANDAI BIOTECHNOLOGY: EMA Financial Holds 4.9% Stake as of Dec. 31
PRESIDIO INC: S&P Raises CCR to 'B+' on Lower Leverage

PRESSURE BIOSCIENCES: Issues $250,000 Debenture to Bellridge
PUERTO RICO: Could Be Headed for Largest Public Sector Bankruptcy
ROBERT BRUNNER: Eric E. Bononi Named Chapter 11 Trustee
ROBINSON OUTDOOR: DOJ Watchdog Ordered to Appoint Ch. 11 Trustee
SANCTUARY CARE: Seeks Interim Authority to Use Cash Collateral

SCIENTIFIC GAMES: Reports $100.8 Million Net Loss for 1st Quarter
SEQUA CORP: S&P Lowers CCR to 'SD', Off CreditWatch Negative
SHEFFIELD AVENUE: Has Interim OK to Use Cash Collateral Thru May 12
SMITH FARM: Northstar Bank to Get $14,069.49 per Month Under Plan
SOUTHCO ENTERPRISES: Case Summary & 13 Largest Unsecured Creditors

SUNEDISON INC: Seeks OK of JPY1.59BB Settlement With BCPG LLC
SUNEDISON INC: Selling Interests in 352 Energy Projects for $7.8M
SUNEDISON INC: Selling Interests in 80 Energy Projects for $3.8M
SUNRISE TRUCKING: Case Summary & 11 Unsecured Creditors
TOWN SPORTS: Current Cash Will Be 'Sufficient' for at Least 1 Year

US DATAWORKS: Case Summary & 9 Largest Unsecured Creditors
USG CORP: Fitch Rates New $500MM Sr. Unsecured Notes 'BB+/RR2'
USG CORP: Moody's Rates Proposed $500MM Sr. Unsecured Notes Ba2
USG CORP: S&P Gives BB+ Rating on New $500MM Unsec. Notes Due 2027
WEST SEATTLE LODGE: Taps Marc Stern as Legal Counsel

WESTMORELAND RESOURCE: GP Declares Distributions for Q1 2017
WEX INC: Moody's Revises Outlook to Stable & Affirms Ba3 CFR
WONDERWORK INC: U.S. Trustee Directed to Appoint Ch. 11 Examiner
WTE S&S AG: Can Continue Using Cash Collateral Through June 3
YOU'RE PUTTING ME: Taps Thompson Law Group as Legal Counsel

ZOOMPASS HOLDINGS: MNP LLP Raises Going Concern Doubt

                            *********

5 C HOLDINGS: Wants Interim Approval on Cash Collateral Use
-----------------------------------------------------------
5 C Holdings, Inc. seeks authorization from the U.S. Bankruptcy
Court for the Eastern District of California to use cash collateral
on an interim basis.

The Debtor intends to file a Plan of Reorganization and operate its
business as part of its Chapter 11 case. The Debtor proposes to use
the profit generated by its business to fund its Plan of
Reorganization. In the interim, the Debtor needs to use cash
collateral to pay expenses incurred by it in the normal course of
its business, specifically from Petition Date through December 31,
2017 consistent with Budget.

The Budget reflects income of $1,110,000 and expenses of $1,042,525
from April 2017 through December 2017. The Debtor believes that the
items included in the Budget are necessary to the continued
operation of its business, which includes payments of $1,000 per
month to Tri Counties Bank on its secured claim and $12,000 per
month to other secured creditors.

The Debtor submits that the use of cash collateral will permit the
Debtor to operate its business and conduct its reorganization
efforts without interruption or delay. Otherwise, the Debtor will
not be able to operate its business or conduct its reorganization
without use of cash collateral.

The Debtor is indebted to Tri Counties Bank in an outstanding
balance of approximately $50,213, which is secured by the Debtor's
personal property including equipment, machinery, accounts
receivable, deposit accounts and other personal property. The
Debtor asserts that the value of Tri Counties Bank's collateral is
$472,757 as of April 25, 2017.

The Debtor will provide Tri Counties Bank with replacement lien on
postpetition assets of the like, kind and to the same extent as
existed before the Debtor filed its Chapter 11 case. Additionally,
the Debtor will make adequate protection payments of $1,000 per
month to Tri Counties Bank and comply with all non-monetary
requirement included in its agreements with Tri Counties Bank such
as maintaining and insuring Tri Counties Bank's collateral.

A hearing on the Debtor's use of cash collateral will be held on
May 10, 2017 at 1:30 p.m.

A full-text copy of the Debtor's Motion, dated April 25, 2017, is
available at http://tinyurl.com/m32fozb

5 C Holdings, Inc. is represented by:

          Leonard K. Welsh, Esq.
          Law Offices of Leonard K. Welsh
          4550 California Avenue, Second Floor
          Bakersfield, CA 93309
          Telephone: (661) 328-5328
          Telephone: (661) 760-9900
          Email: lwelsh@lkwelshlaw.com


                       About 5 C Holdings, Inc.

5 C Holdings, Inc. owns and operates a drilling and oilfield
service business. The Debtor was incorporate in March 2009 and
operates its business in the State of California. Cami Hogg is the
sole officer, director and shareholder of the Debtor. Mrs. Hogg's
husband, Casey, is employed by the Debtor. Mr. and Mrs. Hogg have
forty years of experience in the petroleum business.

5 C Holdings, Inc. filed a Chapter 11 petition (Bankr. E.D. Cal.
Case No. 17-11591), on April 25, 2017. The case is assigned to
Judge Fredrick E. Clement. The Debtor is represented by Leonard K.
Welsh, Esq. at the Law Offices of Leonard K. Welsh.


ADAMS TRACTOR: Disclosures OK'd; Plan Hearing on June 29
--------------------------------------------------------
The Hon. Jerry A. Funk of the U.S. Bankruptcy Court for the Middle
District of Florida has approved Adams Tractor & Landscaping
Services, Inc.'s disclosure statement dated Feb. 17, 2017,
referring to the Debtor's plan of reorganization.

A confirmation hearing will be held on June 29, 2017, at 1:30 p.m.

Any objections to the plan confirmation must be filed seven days
before the hearing.

June 15, 2017, is fixed as the last day for filing written
acceptances or rejections of the Plan.

           About Adams Tractor & Landscaping Services

Adams Tractor & Landscaping Services, Inc., filed a Chapter 11
petition (Bankr. M.D. Fla. Case No. 16-03191) on Aug. 22, 2016.
The Debtor is represented by Thomas C. Adam, Esq., at Adam Law
Group, P.A.

The Debtor is a Florida Corporation in St. Augustine, Florida.  The
Debtor's primary business includes the design and installation of
commercial and residential landscapes, excavation, waste and debris
hauling, and related services.


ADPT DFW HOLDINGS: Taps Norton Rose Fulbright as Counsel
--------------------------------------------------------
ADPT DFW Holdings LLC seeks authorization from the US Bankruptcy
Court for the Northern District of Texas, Dallas Division, to
employ Norton Rose Fulbright US LLP as counsel.

Professional services to be rendered by the counsel are:

     (a) providing advice to the Debtors with respect to their
powers and duties as debtors in possession in the continued
operation of their businesses and the management of their
properties;

     (b) preparing, on behalf of the Debtors, applications,
motions, answers, orders, reports, memoranda of law, and other
papers in connection with the chapter 11 cases;

     (c) representing the Debtors in negotiations with creditors,
equity holders, joint venture partners, and parties in interest,
including governmental agencies and authorities; and

     (d) performing other necessary or appropriate legal services
in connection with the chapter 11 cases.

NRFUS and the Debtors have agreed that the standard rate structure
utilized by the Firm will apply to fees charged in connection with
this case. Generally, the Counsel's hourly billing rates for
domestic offices range from $550 to $1,125 for partners; from $420
to $820 for senior associates; from $475 to $940 for senior
counsel; from $220 to $850 for counsel; from $210 to $760 for
associates; from $270 to $460 for patent agents; from $655 to
$1,150 for of counsel; from $150 to $465 for paralegals; and from
$210 to $415 for senior paralegal.

Louis R. Strubeck, Jr., partner at the law firm of Norton Rose
Fulbright US LLP, attests that NRFUS is a
"disinterested person," as that term is defined in section 101(14)
of the Bankruptcy Code, as modified by section 1107(b) of the
Bankruptcy Code.

The Firm can be reached through:

     Louis R. Strubeck, Jr., Esq.
     Norton Rose Fulbright US LLP
     2200 Ross Avenue, Suite 3600
     Dallas, TX 75201-7932
     Telephone: (214) 855-8000
     Facsimile: (214) 855-8200

                         About ADPT DFW Holdings

Adeptus Health LLC -- www.adpt.com -- through its subsidiaries,
owns and operates hospitals and free standing emergency rooms in
partnership with various healthcare providers.  Adeptus Health Inc.
is a holding company whose sole material asset is a controlling
equity interest in Adeptus Health LLC.

Lewisville, Texas-based ADPT DFW Holdings LLC (Bankr. N.D. Tex.
Case No. 17-31432) and its affiliates each filed separate Chapter
11 bankruptcy petitions on April 19, 2017, listing $798.67 million
in total assets and $453.48 million in total debts as of Sept. 30,
2016.  The petitions were signed by Andrew Hinkelman, chief
restructuring officer.

Judge Stacey G. Jernigan presides over the case.

Elizabeth Nicolle Boydston, Esq., Kristian W. Gluck, Esq., John N.
Schwartz, Esq., Timothy S. Springer, Esq., and Louis R. Strubeck,
Jr., Esq., at Norton Rose Fulbright US LLP serve as the Debtors'
bankruptcy counsel.

The Debtors hired DLA Piper LLP (US) as special counsel; FTI
Consulting Inc. as chief restructuring officer; and Houlihan Lokey,
Inc. as investment banker.

No trustee, examiner, or committee of creditors has been appointed
in these cases.


ADVANCED MICRO: Stockholders Elect Eight Directors
--------------------------------------------------
Advanced Micro Devices, Inc., held its 2017 annual meeting of
stockholders on April 26 at which the stockholders:

   (a) elected John E. Caldwell, Nora M. Denzel, Nicholas M.
       Donofrio, Joseph A. Householder, Michael J. Inglis, John W.
       Marren, Lisa T. Su and Ahmed Yahia to the Company's Board
       of Directors;

   (b) ratified the appointment of Ernst & Young LLP as the
       Company's independent registered public accounting firm for
       the fiscal year ending Dec. 30, 2017;

   (c) approved the amendment and restatement of the Advanced
       Micro Devices, Inc. 2004 Equity Incentive Plan;

   (d) approved the Advanced Micro Devices, Inc. 2017 Employee
       Stock Purchase Plan;

   (e) approved, on a non-binding basis, the compensation of the
       Company's named executive officers; and

   (f) recommended, on a non-binding basis, that the stockholder
       advisory vote on compensation paid to the Company's named
       executive officers should continue to occur every year.

Based on these results, the Board has decided that the Company will
continue to hold a non-binding advisory vote on the compensation of
the Company's named executive officers every year. The Company is
required to hold a stockholder advisory vote on frequency at least
once every six years.

                  About Advanced Micro Devices

Sunnyvale, California-based Advanced Micro Devices, Inc.,
(NASDAQ:AMD) is a global semiconductor company.  AMD --
http://www.amd.com/-- offers x86 microprocessors, as a standalone
central processing unit (CPU) or as incorporated into an
accelerated processing unit (APU), chipsets, and discrete graphics
processing units (GPUs) for the consumer, commercial and
professional graphics markets, and server and embedded CPUs, GPUs
and APUs, and semi-custom System-on-Chip (SoC) products and
technology for game consoles.

AMD incurred a net loss of $497 million for the year ended
Dec. 31, 2016, following a net loss of $660 million for the year
ended Dec. 26, 2015.

                       *     *     *

In March 2017, S&P Global Ratings said it raised its corporate
credit rating on Sunnyvale, Calif.-based Advanced Micro Devices to
'B-' from 'CCC+'.  "Our upgrade reflects our view of the Company's
capital structure as sustainable following a series of deleveraging
transactions, a return to revenue growth, and improving, if still
weak, profitability," said S&P Global Ratings credit analyst James
Thomas.

In March 2016, Fitch Ratings downgraded and withdrew the ratings
for AMD including the Long-term Issuer Default Rating (IDR) to
'CCC' from 'B-'.  Fitch has withdrawn AMD's ratings for commercial
reasons.  The downgrade reflects prospects for negative free cash
flow (FCF) over the intermediate term and the consequent liquidity
issues and refinancing risk that could develop as the 2019 and 2020
debt maturities approach.


AHMAD SALEHZADEH: Selling White Plains Condo Apartments for $410K
-----------------------------------------------------------------
Judge Robert D. Drain of the U.S. Bankruptcy Court for the Southern
District of New York will convene a hearing on May 23, 2017 at
10:00 a.m. to consider Ahmad Salehzadeh's sale of his right, title
and interest in two condominium apartments and the rights
appurtenant thereto, located at 312 Main Street, White Plains, New
York: (i) apartment 3C to Amir Hanna for $205,000 and (ii) 5C to
Akrim Wassef for $205,000.

The Debtor owns the two Condo Apartments at 312 Main Street in
White Plains, New York, a building known as "The Wellington."
Neither the Debtor nor any of his family members occupies either o
the Condo Apartments.  The Condo Apartments were purchased as
investments.  

Apartment 3C is a two-bedroom, one-bathroom condominium apartment.
There is no mortgage-lien on the Apartment.  The sale price is
$205,000.  The Debtor has no relationship with Mr. Hanna except
with respect to the purchase agreement for Apartment.

Apartment 5C is also a two-bedroom, one-bathroom condominium
apartment.  The sale price is $205,000.  The Debtor has no
relationship with Mr. Wassef except with respect to the purchase
agreement for Apt. 5C.  JP Mortgage Chase holds a mortgage on Apt.
5C with a principal balance due of approximately $120,000 which
will be paid off with accrued interest through the date of Closing
at the Closing.

The Apartments will be transferred free and clear of all liens.

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

    http://bankrupt.com/misc/Ahmad_Salehzadeh_140_Sales.pdf

The Debtor's assets other than his residence consist chiefly of
interests in various Subway franchises and six apartments in White
Plains, including the two the Condo Apartments that are the subject
of the Application.  The Debtor's financial reversals were caused
by a combination of factors, most notably setbacks in his business,
tax issues based upon an audit and the general downturn in the
economy.  The Debtor's only other significant asset is his home in
Greenwich, Connecticut where he resides with his extended family.


The Debtor has entered into a loan modification with Nationstar
Mortgage, LLC to reduce the burden of his monthly
mortgage-payments, which the Court approved on Nov. 14, 2016.

The Debtor is submitting an amended plan of reorganization, the
disclosure statement for which is to be submitted so as to be heard
by the Court on the same day as the Motion.  The Plan is proposed
jointly by the Debtor and the five of his corporations that have
filed their own bankruptcy petitions and is predicated upon the
sale of all six of the Apartments and of each of the five Subway
franchisees.  As to the Condo Apartments, the Plan assumes that
they are sold and the net proceeds of sale are included in the
Debtor's Estate before it is consummated.  The Debtor is making a
separate application made returnable as the same day as the Motion
for the Court's approval of his sale of three other apartments (in
the form of shares in a co-operative association), at 10 Franklin
Avenue, White Plains.

The Debtor intends to use the proceeds of their sales to finance
the Plan.  The sales will garner proceeds that are greater than the
liens upon the respective Condo Apartments, and the proceeds will
at closing be paid to pay off all lien-holders and extinguish all
of their liens.  After paying off the obligations that underlie the
respective liens and all customary closing-costs, including
recording fees and attorney's fees, as well as the 5% brokerage
commissions which are subject to Court approval, the proceeds of
the sales will be cash in the Estate for distribution as provided
for in the Plan.

The prices at which he proposes to sell them are, he believes,
fair, the product of substantial efforts to get the highest price
possible.  Under all of the circumstances, it is the Debtor's
judgment that selling the Condo Apartments pursuant to the terms of
the proposed sales, are in his best interests and in the best
interests of the Estate.  Accordingly, the Debtor respectfully asks
the Court to approve the relief sought.

The Purchasers can be reached at:

          Amir Hanna
          Akram Wassef
          352 Dowling Drive
          Yorktown Heights, NY 10598

The Purchasers are represented by:

          Frank J. Peters, Esq.
          520 North State Road
          Briarcliff Manor, NY 10510

Ahmad Salehzadeh sought Chapter 11 protection (Bankr. S.D.N.Y.
Case
No. 14-22666) on May 14, 2014.


ALLCORP INC: Taps Robert R Redfern for Tax Services
---------------------------------------------------
Allcorp Inc. seeks approval from the US Bankruptcy Court for the
Eastern District of Arkansas, Little Rock Division, to employ
Robert R. Redfern, CPA, PA, to provide tax preparation services
annually.

The Debtor will pay Redfern a flat fee of $6,000.00 annually for
the preparation and filing of the corporate income tax return for
the Debtor.

Robert R. Redfern attests that neither he or his firm holds nor
represents any interest adverse to the debtor or the estate in the
matter in which they are to be engaged.

The Accountant can be reached through:

     Robert R. Redfern, CPA, PA
     Robert R Redfern CPA & Co
     908 East 8th Street
     Danville, AR 72833
     Phone: (479) 641-7207
     
                         About Allcorp Inc

Allcorp, Inc., based in Little Rock, AR, filed a Chapter 11
petition (Bankr. E.D. Ark. Case No. 16-13943) on July 27, 2016. The
Hon. Phyllis M. Jones presides over the case. Stanley V. Bond,
Esq., at Bond Law Office, as bankruptcy counsel.

In its petition, the Debtor estimated $1 million to $10 million in
assets and $1 million to $10 million in liabilities. The petition
was signed by Alexander P. Golden, IV, president.


ALLEN CONSTRUCTION: Taps K. Haley & Associates as Counsel
---------------------------------------------------------
Allen Construction International, LLC seeks approval from the U.S.
Bankruptcy Court for the District of Connecticut to hire K. Haley &
Associates, LLC.

The firm will represent the Debtor in nine civil cases pending in
the Connecticut state court.  Karen Haley, Esq., will charge an
hourly fee of $200 for her services while the firm's support staff
will charge $100 per hour.

Ms. Haley disclosed in a court filing that her firm is
"disinterested" as defined in section 101(14) of the Bankruptcy
Code.

The firm can be reached through:

     Karen Haley, Esq.
     K. Haley & Associates, LLC
     36 Trumbull Street
     New Haven, CT 06511

             About Allen Construction International

Based in Milford, Connecticut, Allen Construction International,
LLC filed a Chapter 11 petition (Bankr. D. Conn. Case No. 17-30134)
on Feb. 1, 2017.  In its petition, the Debtor disclosed $3.64 in
assets and $361,517 in liabilities.  The petition was signed by
Jesse Allen, managing member.

Judge Ann M. Nevins presides over the case.  Joseph J. D'Agostino,
Jr., LLC serves as the Debtor's bankruptcy counsel.

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


ALLY FINANCIAL: Posts $214 Million Net Income for First Quarter
---------------------------------------------------------------
Ally Financial reported first quarter 2017 financial results for
the quarter ended March 31, 2017.

Net income for the third quarter was $214 million, compared to net
income of $250 million for the first quarter of 2016, as increased
net financing revenue from the loan portfolio was offset by
declines in net lease revenue and increases in provision expense
for loan loss and non-interest expense.

Net financing revenue, including $16 million of OID, improved to
$979 million, up $28 million from a year ago, due to the expansion
of retail loan and commercial margins as well as higher volumes.

Noninterest expense up $68 million from a year ago, largely driven
by higher weather losses in the insurance business and expenses
related to the addition and integration of Ally Invest and
Clearlane, and the growth of Ally's direct-to-consumer mortgage
offering.

NIM of 2.60%, including OID of 4 bps, up 1 bp year-over-year and up
4 bps quarter-over-quarter.  Excluding OID, NIM was 2.64%,
improving 1 bp year-over-year, as a result of higher asset yields.

Other revenue increased $20 million year-over-year driven by asset
sales and contributions from the corporate finance and Ally Invest
businesses.

Provision expense increased $51 million year-over-year largely due
to the continued shift to originate a more profitable full credit
spectrum portfolio mix.

Auto originations for the quarter totaled $8.9 billion, roughly
flat from $9.0 billion a year ago.

Annualized net charge-offs increased year-over-year to 86 bps,
driven by a 46 bps increase in retail auto net charge-offs.
  
Ally Chief Executive Officer Jeffrey Brown commented on the
financial results:

"In the first quarter, Ally continued to execute on its strategic
objectives while navigating shifting auto industry dynamics and
investing for the future.  We posted solid profitability in the
first quarter, but it fell short of our expectations of delivering
strong year-over-year earnings growth given softer used vehicle
values and higher insurance weather losses."

"We continue to approach the auto market in a thoughtful and
cautious manner, and remain constructive with respect to market
opportunities we see to further improve portfolio risk-adjusted
returns.  We're mindful of an environment where new vehicle sales
are plateauing, used vehicle prices are declining and credit losses
are increasing.  These dynamics have been incorporated into our
planning for some time, as well as our plan to deliver strong
earnings growth given significant positive offsets such as
increasing asset yields, creating a more efficient funding base,
and diversifying and expanding our consumer and commercial product
mix."

"The Ally banking and deposit franchise continues to excel as we
posted record first quarter total deposit growth of $5.5 billion,
including $3.4 billion of retail.  This consistent deposit growth
adds customers to the Ally family, reduces the need to refinance
high-cost unsecured maturities and remains an important driver of
EPS growth."

"We remain centered around our plan to deliver attractive long-term
shareholder returns.  Key ingredients include a 15% Adjusted EPS
compound annual growth rate, 12% Core ROTCE, significant
distributions to shareholders and demonstrating the value of the
Ally digital banking brand through diversification and smart asset
growth."

Ally recently introduced Clearlane, an online auto lender exchange,
expanding Ally's direct-to-consumer capabilities and providing an
end-to-end digital platform for consumers seeking financing and
dealers looking to drive online sales. Clearlane enhances and
builds upon the platform acquired with the purchase of BlueYield in
2016.

Ally's online brokerage and digital wealth management franchise,
which is being rebranded from TradeKing to Ally Invest, is on track
for a second quarter public launch, delivering customers a unique
and integrated banking and wealth management platform, with both
self-directed and managed investment products.

Ally Home Loans, Ally's direct-to-consumer mortgage business,
broadened its product suite in the first quarter with the addition
of the HomeReady mortgage loan, a Fannie Mae product designed to
serve creditworthy, low- to moderate-income borrowers.

The Ally CashBack Credit Card program, a co-brand consumer product,
was introduced in June 2016.  Performance continues to be in line
with expectations and the Ally CashBack Credit Card remains a key
component of Ally's digital consumer product suite.

Ally hired an experienced team in the healthcare real estate space
in the first quarter as the corporate finance business continues to
make strategic investments in sectors with strong competitive
dynamics and attractive risk-adjusted return opportunities.

Pre-tax income of $288 million was $49 million lower
year-over-year.  Results reflect a modest decline in net financing
revenue driven by lower lease gains, higher provision expense and
higher noninterest expense as the company continues to invest and
diversify its auto business while executing on its strategy of
serving as a full credit spectrum lender to Ally's more than 18,000
dealer relationships nationwide.

Net financing revenue was approximately $4 million lower
year-over-year as declines in net lease revenue were largely offset
by increases in retail and commercial revenue.  The net lease yield
declined to 5.71%, 4 bps lower quarter-over-quarter and 95 bps
lower year-over-year.

Provision expense was $7 million lower quarter-over-quarter due to
seasonality and up $59 million year-over-year as Ally continues to
grow and optimize its auto business by focusing on risk-adjusted
returns.  Estimated retail auto originated yieldsB increased 86 bps
over two years from 5.3% in 1Q 15 to 6.1% in 1Q 17.

Consumer originations of $8.9 billion with 85% funded through Ally
Bank, up from 75% in the first quarter of 2016.  Used volume at
$4.2 billion or 48% of total originations.  Originations also
included $3.7 billion of new retail and $0.9 billion of leases.

Auto earning assets up $2.8 billion year-over-year to $115.0
billion as growth in the commercial and retail auto portfolios
outpaced declines in operating lease assets.  Commercial earning
assets up $4.6 billion year-over-year to $38.9 billion driven by
higher dealer inventories and vehicle mix shift.

Pre-tax income of $40 million in the quarter, down $10 million from
a year ago, with higher insurance premium income from price
increases and higher floorplan balances more than offset by weather
losses in late March that were $16 million higher year-over-year.

Total investment income was $35 million, up $1 million from the
prior year period, and up $3 million quarter-over-quarter.

Written premiums were up $18 million year-over-year at $240
million, with rate increases offsetting the continued shift toward
dealer reinsurance.

Pre-tax income of $9 million in the quarter, compared to $2 million
in the prior year period.  Net financing revenue was up $14 million
year-over-year to $34 million, with total assets up $0.9 billion in
the past year driven by bulk mortgage purchases.

Non-interest expense increased $9 million year-over-year as the
result of asset growth and the expansion of Ally's
direct-to-consumer mortgage product which launched in fourth
quarter 2016.

Provision expense declined by $2 million year-over-year to $1
million, reflecting favorable credit performance, while provision
expense was $9 million higher quarter-over-quarter given the
reserve release in fourth quarter 2016.

Pre-tax income of $25 million in the quarter, compared to $11
million in the prior year period.

Net financing revenue up $6 million year-over-year to $34 million
driven by continued asset growth, with total assets of $3.4
billion, up from $2.8 billion in the prior year.

Total other revenue was up $12 million year-over-year driven by
equity investment gains and continued strong loan syndication and
fee income.

Paid a third consecutive $0.08 per share quarterly common dividend
and executed $169 million of share repurchases, including shares
withheld to cover income taxes on employee share-based incentive
compensation.  Ally's board of directors approved a $0.08 per share
dividend for the second quarter.

Total equity of $13.4 billion at quarter-end, compared to $13.3
billion at the end of the prior quarter.

Preliminary fully phased-in Basel III Common Equity Tier 1 (CET1)
capital ratioC increased to 9.3% as a result of continued
profitability and deferred tax asset utilization.

Consolidated cash and cash equivalents of $4.3 billion at
quarter-end, down from $5.9 billion at the end of the fourth
quarter. Included in this quarter's cash balance are $2.1 billion
at Ally Bank and $0.5 billion at the insurance subsidiary.
Approximately $2.6 billion in unsecured debt matured in the
quarter.

U.S. auto term securitizations totaled approximately $3.0 billion
for the quarter, including Ally's first floorplan securitization
since 2015.  Additionally, during the quarter, Ally renewed
approximately $1.25 billion in credit facilities.

Approximately 75% of Ally's total assets and 85% of total consumer
auto originations were funded at Ally Bank in the first quarter.

Deposits now represent approximately 58% of Ally's funding
portfolio, improving from 51% a year ago.

Retail deposits at Ally Bank increased to $70.0 billion at
quarter-end, up $3.4 billion for the quarter and up $11.0 billion
year-over-year, with growth predominately being driven by savings
products.  Total deposits increased $5.5 billion
quarter-over-quarter, including $1.0 billion of higher deposits
from Ally Invest.

Deposit customer base grew 15% year-over-year, totaling nearly 1.3
million customers at quarter-end, while adding 56,000+ customers
over the prior quarter, the highest quarterly customer growth in
four years.  Average customer balance ended the quarter at $54.9
thousand.  Millennials continue to comprise the largest generation
segment of new customers at 55%.

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

                     https://is.gd/lIcVR5

                   About Ally Financial Inc.

Ally Financial Inc. (NYSE: ALLY) is a digital financial services
company and a top 25 U.S. financial holding company offering
financial products for consumers, businesses, automotive dealers
and corporate clients.  Ally's legacy dates back to 1919, and the
company was redesigned in 2009 with a distinctive brand, innovative
approach and relentless focus on its customers.  Ally has an
award-winning online bank (Ally Bank Member FDIC and Equal Housing
Lender), which offers deposit, mortgage and credit card products,
one of the largest full service auto finance operations in the
country, a complementary auto-focused insurance business, a growing
digital wealth management and online brokerage platform, and a
trusted corporate finance business offering capital for equity
sponsors and middle-market companies.

GMAC obtained a $17 billion bailout from the U.S. government in
exchange for a 56.3 percent stake.  Private equity firm Cerberus
Capital Management LP keeps 14.9 percent, while General Motors Co.
owns 6.7 percent.

                       *     *     *

As reported by the TCR on Oct. 14, 2016, S&P Global Ratings said it
revised its outlook on Ally Financial to stable from positive and
affirmed the 'BB+' long-term issuer credit rating.  "The revised
outlook reflects weakening credit conditions in the
vehicle finance industry, in our view, which represents the
majority of Ally's business," said S&P Global Ratings credit
analyst Matthew Carroll.

As reported by the TCR on Oct. 3, 2016, Fitch Ratings has affirmed
Ally Financial's Long-Term Issuer Default Rating at 'BB+',
Viability Rating (VR) and 'bb+' and Short-Term IDR at 'B'.  The
Rating Outlook is Stable.  The rating actions have been taken as
part of Fitch's periodic peer review of U.S. consumer
lending-focused internet banks, which comprises four publicly rated
firms.

As reported by the TCR on July 16, 2014, Moody's Investors Service
affirmed the 'Ba3' corporate family and 'B1' senior unsecured
ratings of Ally Financial and revised the outlook for the ratings
to positive from stable.  Moody's affirmed Ally's ratings
and revised its rating outlook to positive based on the company's
progress toward sustained improvements in profitability and
repayment of government assistance received during the financial
crisis.


ALPHA NURSING: U.S. Trustee Names Thomas Mackey as PCO
------------------------------------------------------
Judy A. Robbins, the United States Trustee, notified the U.S.
Bankruptcy Court for the Western District of Texas of the
appointment of Thomas A. Mackey, PhD, APRN-BC, FAAN FAANP, as the
Patient Care Ombudsman for Alpha Nursing & Therapy, LLC.

The U.S. Trustee's Notice of Appointment was made pursuant to the
Order dated April 24, 2017, directing the appointment of a PCO for
the Debtor.

Mr. Mackey will be paid at an hourly rate of $350.00 per hour.

Mr. Mackey, a licensed nurse practitioner, assured the Court that
he is a "disinterested person" as the term is defined under the
Bankruptcy Code.

Thomas Mackey can be reached at:

     Thomas A. Mackey, PhD, APRN-BC, FAAN FAANP
     2883 Palomino Springs
     Bandera, Texas 78003
     Email: tmackey70@gmail.com

Alpha Nursing & Therapy, LLC, filed a Chapter 11 bankruptcy
petition (Bankr. W.D. Tex. Case No. 17-50668) on March 24, 2017,
disclosing under $1 million in both assets and liabilities. The
Debtor is represented by Johnny W. Thomas, Esq.


AMERIFORGE GROUP: S&P Lowers CCR to 'D' on Chapter 11 Filing
------------------------------------------------------------
S&P Global Ratings lowered its corporate credit rating on
Houston-based oilfield services company Ameriforge Group Inc. d/b/a
AFGlobal Corp. to 'D' from 'CCC-'.

At the same time, S&P lowered its issue-level rating on the
company's first-lien debt to 'D' from 'CCC-'.  The '4' recovery
rating is unchanged, indicating S&P's expectation for average
(30%-50%; rounded estimate: 45%) recovery of principal in the event
of a payment default.

S&P also lowered its issue-level rating on the company's
second-lien debt to 'D' from 'C'.  The '6' recovery rating is
unchanged, indicating S&P's expectation for negligible (0%-10%,
rounded estimate: 5%) recovery of principal in the event of a
payment default.

S&P then withdrew all ratings on Ameriforge at the company's
request.

The 'D' ratings reflect Ameriforge's announcement that it has filed
for protection under Chapter 11 under the U.S. Bankruptcy Code,
where it will implement a negotiated settlement with bondholders
and lenders.


ANDERSON SHUMAKER: Can Continue Using Cash Collateral until June 1
------------------------------------------------------------------
Judge Donald R Cassling of the U.S. Bankruptcy Court for the
Northern District of Illinois inked a Third Interim Order
authorizing Anderson Shumaker Company to use the cash collateral of
Associated Bank, N.A. and Forest Park National Bank & Trust Co.

The Debtor is authorized to use cash collateral solely in
accordance with the Third Interim Order and the approved Budget.
The approved Budget during the week ending April 22, 2017 through
week ending June 2, 2017 reflects total expenses of approximately
$1,853,897.

The Debtor is directed to maintain authorized cash collateral only
in accounts with Associated Bank. However, the Debtor is authorized
to maintain no more than $10,000 in its account with Forest Park
National Bank & Trust Co., and directed to transfer immediately any
funds above such amount to the Debtor's operating account
maintained with Associated Bank.

Associated Bank has previously made loans and other financial
accommodations to the Debtor. The Debtor is indebted and liable to
Associated Bank in the aggregate principal amount of at least
$11,086,103, as of the Petition Date. As security for the payment
of the Debtor's obligations,  Associated Bank has been granted
security interests in and liens upon the mortgaged premises, and
all or substantially all of the Debtor's tangible and intangible
personal property and assets. As such, Associated Bank holds a
valid, duly perfected, first-priority liens upon and security
interest in and to all of the cash of the Debtor derived from the
Prepetition Liens to the extent of its prepetition liens.

Associated Bank is granted a replacement lien in the prepetition
collateral and in the post-petition property of the Debtor, of the
same nature and to the same extent and in the same priority it had
in the prepetition collateral, and to the extend such liens and
security interests extend to the property. Associated Bank is also
granted an additional continuing valid, binding, enforceable,
non-avoidable, and automatically perfected post-petition security
interest in and lien on all cash or cash equivalents of the
Debtor.

In addition, Associated Bank will be deemed to have an allowed
superpriority adequate protection claim to the extent that the
adequate protection lien will not adequately protect its interest
against the diminution in value of the prepetition collateral.

The replacement and adequate protection liens and superpriority
adequate protection claim will be subject to the Carve-Out, which
consists of: (a) the unpaid fees of the Clerk of the Bankruptcy
Court or District Court, and the U.S. Trustee; and (b) the
aggregate allowed unpaid fees and expenses payable to professional
persons retained pursuant to Court Order by the Committee in an
amount not to exceed $25,000.

The Debtor is directed, among other things, to:

     (a) furnish Associated Bank and the Committee with all
financial data and documents required under the Prepetition Loan
Documents;

     (b) provide Associated Bank and the Committee with a weekly
actual-to-budget report for the prior week;

     (c) provide Associated Bank and the Committee with current
accounts receivable aging, inventory and accounts payable reports;

     (d) maintain and pay premiums for insurance to cover the
collateral from fire, theft, and water damage, and maintain the
collateral in good repair;

     (e)  make available to Associated Bank evidence of that which
constitues its collateral or cash collateral;

     (f) timely file with the Court all monthly operating reports
required under the Code; and

     (g) permit Associated Bank to inspect the Debtor's books and
records.   


The Debtor is authorized to use the cash collateral until the
earliest to occur of:

     (a) June 1, 2017;

     (b) the conversion of any of the Debtor's bankruptcy case to a
case under Chapter 7 of the Bankruptcy Code;

     (c) the appointment of a trustee or examiner or other
representative with expanded powers for any Debtor;

     (d) the occurrence of the effective date or consummation of a
plan of reorganization;

     (e) the Debtor's non-compliance with any term or provision of
the Third Interim Order and the Debtor's failure to cure such
non-compliance; or

     (f) the filing of any adversary proceeding by the Debtor or
the Committee against either of Associated Bank and Forest Park
Bank, or an adversary proceeding challenging the validity,
enforceability or priority of the prepetition liens, prepetition
loan documents or prepetition loan debt by any party in interest.

The hearing to consider entry of a final order on the use of cash
collateral will take place on May 30, 2017 at 10:00 a.m. The
objection deadline has been set on May 28, 2017.

A full-text copy of the Third Interim Order, dated April 26, 2017,
is available at http://tinyurl.com/mlb96ag


                   About Anderson Shumaker

Based in Chicago, Illinois, Anderson Shumaker Company provides open
die forgings and custom forgings in various shapes and finishes
using stainless steel, aluminum, carbon steel and various grades of
alloy steel.  

Anderson Shumaker filed a Chapter 11 petition (Bankr. N.D. Ill.
Case No. 17-05206) on Feb. 23, 2017.  The petition was signed by
Richard J. Tribble, chief executive officer.  At the time of
filing, the Debtor had $1 million to $10 million in estimated
assets and $10 million to $50 million in estimated liabilities.

The case is assigned to Judge Donald R Cassling.

The Debtor is represented by Scott R. Clar, Esq. and Brian P.
Welch, Esq. at Crane, Heyman, Simon, Welch & Clar.  The Debtor
hires RSM US LLP as accountant.

U.S. Trustee Patrick S. Laying on March 9, 2017, appointed five
creditors of Anderson Shumaker Company to serve on the official
committee of unsecured creditors.  The committee members are: (1)
Electralloy, G.O. Carlson, Inc.; (2) Carlson Tool & Manufacturing
Corp.; (3) Progressive Steel Treating, Inc.; (4) Haynes
International, Inc.; and (5) Ellwood Group.

The Committee retained Shelly A. DeRousse, Esq., Devon J. Eggert,
Esq., Elizabeth L. Janczak, Esq., and Trinitee G. Green, Esq. at
Freeborn & Peters LLP as legal counsel.


ARCONIC INC: Board Appoints David P. Hess as Director
-----------------------------------------------------
On March 6, 2017, Arconic Inc. filed a Current Report on Form 8-K
reporting the appointment of David P. Hess as a director of the
Company, effective as of March 10, 2017. The Prior Report did not
include information regarding the committees of the Company's Board
of Directors on which Mr. Hess would serve, because the information
was unavailable at that time. Pursuant to Instruction 2 to Item
5.02 of Form 8-K, this Form 8-K/A is being filed for the purpose of
providing that information.

On April 21, 2017, the Arconic Board appointed David P. Hess to
serve on the Executive Committee, effective as of April 21, 2017.

A full-text copy of Form 8-K is available for free at:
https://is.gd/Gjj8PE

                                   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.


ASSUREDPARTNERS INC: Moody's Rates $1.1BB First-lien Term Loan B2
-----------------------------------------------------------------
Moody's Investors Service has assigned a B2 rating to
AssuredPartners, Inc's replacement $1.1 billion first-lien term
loan maturing in October 2022. The new loan will refinance an
existing loan of the same amount and maturity date, but the new
loan will carry a lower interest spread. The rating agency expects
to withdraw the rating on the existing loan once the refinancing
closes in mid-May. The rating outlook for AssuredPartners is
stable.

RATINGS RATIONALE

AssuredPartners' ratings (B3 corporate family) reflect its growing
market presence in middle market insurance brokerage; good
diversification across clients, producers, insurance carriers and
product lines; and healthy EBITDA margins, said Moody's.
Additionally, Moody's anticipates improvement to emerge in
AssuredPartners' organic growth in 2017 as a result of steps the
company has taken to offset P&C commercial lines pricing pressure.
AssuredPartners' strengths are tempered by its elevated financial
leverage, driven by its high volume of acquisitions. The March 2017
purchase of California-based Keenan & Associates (Keenan)
represents the company's largest acquisition to date, exposing it
to heightened integration and contingent risks, particularly since
California limits the enforceability of producer non-compete
agreements. AssuredPartners' existing and acquired operations face
potential liabilities from errors and omissions in the delivery of
professional services.

Giving effect to the proposed refinancing and the recent Keenan
acquisition, AssuredPartners' pro forma debt-to-EBITDA ratio for
2016 would have been in the range of 7x-7.5x, with (EBITDA - capex)
interest coverage slightly below 2x, based on Moody's estimates.
These metrics include Moody's accounting adjustments for operating
leases, deferred earnout obligations and run-rate earnings from
recently completed acquisitions. Moody's expects the company to
reduce its debt-to-EBITDA ratio over the next few quarters through
gradual EBITDA growth and modest amortization of the first-lien
term loan. The performance-based deferred earnout arrangements
promote growth among the company's acquired brokers, but they also
add to AssuredPartners' financial leverage and near-term cash
outflows.

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

Factors that could lead to a rating downgrade include: (i)
debt-to-EBITDA ratio above 7.5x, (ii) (EBITDA - capex) coverage of
interest below 1.2x, or (iii) free-cash-flow-to-debt ratio below
2%.

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

  $1.1 billion replacement senior secured first-lien
  term loan maturing in October 2022 at B2 (LGD3).

Moody's maintains the following ratings (and LGD assessments):

Corporate family rating at B3;

Probability of default rating at B3-PD;

$202.5 million senior secured first-lien revolving
credit facility expiring in October 2020 at B2 (LGD3);

$447 million senior secured second-lien term loan
maturing in October 2023 at Caa2 (LGD5).

The rating outlook for AssuredPartners is stable.

Upon closing of the new term loan, Moody's expects to withdraw the
B2 rating on AssuredPartners' existing first-lien term loan since
this loan will be repaid/terminated.

The principal methodology used in this rating was Insurance Brokers
and Service Companies published in December 2015.

Based in Lake Mary, Florida, AssuredPartners ranks among the 15
largest US insurance brokers. The company generated total revenues
of $614 million in 2016.


ASSUREDPARTNERS INC: S&P Affirms 'B' CCR Over 1st-Lien Repricing
----------------------------------------------------------------
S&P Global Ratings said it affirmed its 'B' long-term corporate
credit rating on AssuredPartners Inc.  The outlook is stable.  At
the same time, S&P affirmed its 'B+' issue-level rating on the
company's $1.123 billion first-lien term loan with a '2 (70%)'
recovery rating.

"We are affirming our corporate credit rating on AssuredPartners
because its business fundamentals remain sound and we expect its
financial profile to benefit modestly from the company's announced
repricing action" said Joseph Marinucci S&P Global Ratings credit
analyst.

The company intends to achieve moderate interest cost savings on
the first-lien term loan, which currently has a rate of L+4.25%
with a floor of 1%.  S&P continues to rate the term loan 'B+' with
a recovery rating of '2 (70%)', reflecting S&P's expectation for
substantial recovery in the event of a default.  In S&P's view, the
repricing does not meaningfully impact its assessment of the
company's valuation in the event of default.

Overall, S&P expects the repricing to be leverage neutral and to
improve the company's ongoing interest expense slightly.
Furthermore, S&P expects AssuredPartners' key credit metrics to
remain supportive of the existing ratings.

The stable outlook on AssuredPartners reflects S&P's expectations
that the company's credit metrics will show very limited change
over the next 12 months with perhaps some deleveraging due to
improved cash flow from increased operational scale.  In 2017 S&P
expects top-line growth to be driven by acquisition activity;
however S&P believes this trend will moderate in 2018 and mergers
and acquisitions will have much less of an effect on top-line
growth.

S&P's outlook anticipates revenue growth of 35%-40% and EBITDA
margins of 27%-29%, resulting in an adjusted debt-to-EBITDA ratio
of 6.5x-7.5x, a funds from operations-to-debt ratio of 6%-8%, and
EBITDA interest coverage of 2.5x-3x (pro forma for mergers and
acquisitions) in 2017-2018.

S&P could revise its competitive assessment to weak and lower its
rating in the next 12 months if organic growth or cash flow
generation were to deteriorate, indicating strained strategic
execution and an increased risk of higher-than-expected financial
leverage and weaker-than-expected EBITDA coverage, such as pro
forma financial leverage above 8x and EBITDA coverage below 2x.

Although unlikely in the next 12 months, S&P could raise the
ratings if cash flow generation could with moderate debt repayment
were to improve credit protection measures.  Under this scenario,
S&P would look for the company to sustain financial leverage of
less than 5.0x and EBITDA coverage in the upper 3.0x area.

   -- S&P has updated its recovery analysis of AssuredPartners;
      the recovery ratings are unchanged.

   -- S&P has valued the company on a going-concern basis using a
      6x multiple of its projected emergence EBITDA.

   -- S&P's simulated default scenario contemplates a default in
      2020 reflecting intense competition in the brokerage
      marketplace resulting in significantly lower commissions and

      margins.

   -- S&P believes that, if the company were to default, it would
      offer greater value through reorganization than liquidation.

   -- Simulated year of default: 2020
   -- EBITDA at emergence: $163 million
   -- EBITDA multiple: 6x
   -- Net enterprise value (after 5% administrative costs):
      $928 million
   -- Collateral value available to secured creditors:
      $928 million
   -- Secured first-lien debt: $1.3 billion
   -- Recovery expectations: 70%
   -- Second-Lien Debt: $473 million
   -- Secured first-lien debt deficiency claim: $366 million
   -- Recovery Expectation: 0%


AURORA DIAGNOSTICS: S&P Cuts CCR to CC on Proposed Exchange Offer
-----------------------------------------------------------------
S&P Global Ratings lowered its long-term corporate credit rating on
U.S. anatomic pathology laboratory services provider Aurora
Diagnostics Holdings LLC to 'CC' from 'CCC'.  The outlook is
negative.

S&P's 'CC' senior unsecured issue-level and '6' recovery ratings on
the company's senior notes are unchanged.  S&P's '6' recovery
rating indicates its expectation for minimal recovery (0%-10%;
rounded estimate: 0%) in the event of a payment default.  S&P's
senior secured issue rating on operating subsidiary Aurora
Diagnostic LLC's senior secured credit facility remains 'CCC+' ,
with a '2' recovery rating.  S&P's '2' recovery rating indicates
its expectation for substantial (70%-90%, rounded: 80%) recovery in
the event of payment default.

Aurora Diagnostics Holdings LLC announced further details
surrounding its private exchange offer for all of its outstanding
10.750% senior notes due 2018.  The old notes will be exchanged for
a combination of new 12.250% increasing rate senior notes due 2020
(consisting of 10.75% cash interest and 1.50% payment in kind
interest) and warrants to purchase up to 15% of the company's
equity interests.  S&P expects the exchange transaction will be
completed by May 30, 2017.  The purpose of the exchange is to avoid
a springing maturity (October 2017) on its term loan, which
requires the bonds to be refinanced or extended by this time.

"We view this transaction as a distressed exchange given the
company's very high leverage, minimal free cash flow, and near-term
maturity profile, as well as modest incremental compensation [in
the form of payment in kind interest and warrants] to bondholders,"
said S&P Global Ratings credit analyst Shannan Murphy.

The negative outlook reflects S&P's expectation that it will lower
the corporate credit rating to 'SD' (selective default) and the
senior unsecured notes rating to 'D' (default) when the proposed
transaction is complete, which S&P believes will occur by the end
of May 2017.  Subsequently, S&P expects to reassess the corporate
credit rating to reflecting the new capital structure, and to
assign a rating to the new notes due 2020.


AUTO INC: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: Auto, Inc.
           dba Auto Towing Denver, LLC
           dba Auto Towing Houston, LLC
           dba Auto Towing of Dallas, LLC
           dba Auto Trans, Inc
           dba Auto Towing of Houston, LLC
           dba Auto Towing, Inc
           dba Auto Towing of San Antonio, LLC
           dba Auto Towing San Antonio, LLC
           dba Auto Trans, Inc.
           dba Auto, Towing Inc
           dba Auto Towing Dallas, LLC
           dba Auto Services, Inc
           dba Auto Service, Inc
           dba Auto Towing of Denver, LLC
        P.O. Box 760819
        San Antonio, TX 78245

Case No.: 17-50969

Business Description: Auto, Inc. is a towing company offering
                      services to residents in Denver, Houston,
                      Dallas and San Antonio.

Chapter 11 Petition Date: April 27, 2017

Court: United States Bankruptcy Court
       Western District of Texas (San Antonio)

Judge: Hon. Ronald B. King

Debtor's Counsel: Eric A. Liepins, Esq.
                  ERIC A. LIEPINS P.C.
                  12770 Coit Road Suite 1100
                  Dallas, TX 75251
                  Tel: (972) 991-5591
                  Fax: (972) 991-5788
                  E-mail: eric@ealpc.com

Estimated Assets: $0 to $50,000

Estimated Liabilities: $1 million to $10 million

The petition was signed by Michael Stine, president.

A copy of the Debtor's list of 20 largest unsecured creditors is
available for free at http://bankrupt.com/misc/txwb17-50969.pdf


AV HOMES: S&P Affirms 'B-' CCR & Rates $300MM Unsec. Notes 'B-'
---------------------------------------------------------------
S&P Global Ratings said it affirmed its 'B-' corporate credit
rating on AV Homes Inc.  The outlook remains stable.

At the same time, S&P assigned its 'B-' issue-level rating and '3'
recovery rating on the company's $300 million unsecured notes due
2022.  The '3' recovery rating indicates S&P's expectation for
meaningful (50%-70%; rounded estimate: 65%) recovery in the event
of default.

"The affirmation of the 'B-' corporate credit rating takes into
account that leverage will rise to 5.75x pro forma for the proposed
transaction," said S&P Global Ratings credit analyst Thomas
O'Toole.  "The company will use $200 million of the proceeds from
the $300 million unsecured notes to pay off existing debt and the
remaining capital toward land acquisition and development in 2017
as it expands its platform and geographic reach in subsequent
years."

S&P's ratings reflect AV Homes' status as one of the smallest
homebuilders that S&P rates, with exposure to a limited number of
markets, below-average profitability, and ownership by a financial
sponsor (TPG Capital).

AV Homes has made strides in recent years toward improving its
overall business through the acquisition and integration of several
small regional homebuilders as well as through organic growth.  In
fiscal 2016, the company closed 2,465 homes, up from 953 in 2014.
Due to its small size, the company struggles to compete with
larger, better capitalized builders and does not derive much
competitive advantage from its brand.  AV focuses its product
strategy on active adult communities and entry-level and move-up
single-family detached homes.  The company constructs homes in just
three states in the U.S., with Florida accounting for 50% of
revenues, the Carolinas 31%, and Arizona 19%.  Although there is
geographic concentration risk to Florida, it has improved from
approximately 72% in 2014.

The company has increased its overall size, and it has gained
leverage on its cost structure, with sales, general, and
administrative as a percent of total revenue at 12.9% in 2016,
compared with 15.4% in 2015.  Still, it has higher operating
leverage than its peers and is more vulnerable to sales declines
and weakness in market fundamentals.  S&P expects the company to
continue to reduce its geographic concentration and achieve sales
growth in the mid-single digits in 2017.

S&P's forecast incorporates that U.S. GDP will grow slightly below
2.5% annually over the next two years and that U.S. housing starts
will rise to 1.3 million in 2017 and 1.4 million in 2018.  More
specific assumptions include:

   -- The number of home closings in 2017 is roughly flat, and
      average selling price increases in line with the recent
      national average, by approximately the mid-single digits.

   -- The number of active selling communities rises steadily
      throughout the year, primarily boosting 2018 revenue growth.

   -- Sales rise in the mid-single-digit percent in 2017 as solid
      demand fundamentals and limited supply in the company's
      primary markets support continued price appreciation.  The
      company is setting the stage for more significant growth in
      2018 through increased capital allocation toward land
      spending and development that will support a higher number
      of communities.  S&P expects sales to rise approximately 25%

      in 2018.

   -- EBITDA will remain relatively flat year over year in 2017 as

      cost increases related to materials, land, and labor
      outweigh the moderate increase in revenue.  S&P expects
      approximately 25% growth in EBITDA year over year in 2018 as

      an increase in active selling communities in 2017 supports a

      higher number of closings in 2018.

Based on these assumptions, S&P projects that debt to EBITDA will
be approximately 5.75x and funds from operations (FFO) to debt will
be 5% at the end of 2017.  In 2018, S&P forecasts that debt to
EBITDA will improve to below 5x and FFO to debt will increase to
approximately 10%.

The stable outlook reflects S&P's view that AV Homes controls
sufficient land and has enough liquidity to increase the size of
its platform through organic and acquisitive growth.  S&P projects
that debt to EBITDA will be over 5x at the end of 2017, in line
with the rating.

S&P could raise the rating if AV can successfully expand its
community count and generate enough operating leverage to reduce
debt to EBTIDA below 5x for a sustained period of time, and if S&P
perceives the risk of the company's financial sponsor increasing
leverage to be low.

Although unlikely, S&P could lower the rating if liquidity becomes
constrained, covenant headroom tightens, or EBITDA fails to
meaningfully cover interest obligations.  This could happen if the
company fails to generate sales momentum in newly opened
communities and incurs materially higher costs and delays in
expected closings, which would meaningfully affect EBITDA.


BETH MBURU: Creditor Seeks Trustee Appointment, Ch. 7 Conversion
----------------------------------------------------------------
Khanda, LLC, a creditor of Beth W. Mburu, asks the U.S. Bankruptcy
Court for the District of Massachusetts to enter an order directing
the appointment of a Chapter 11 Trustee for Beth W. Mburu, or, an
order converting the Chapter 11 bankruptcy case to one under
Chapter 7.

According to the creditor, the Debtor continues to be late on court
ordered adequate protection payments to the Creditor. The Creditor
has also asked from the Debtor her past monthly operating reports,
but the reports have yet to be received.

The creditor asserts that there is cause to appoint a Chapter 11
Trustee under Section 1104 of the Bankruptcy Code, namely
incompetence and gross mismanagement of the Debtor, for the
appointment of a Chapter 11 Trustee.  Alternatively, the Motion
provides that there is a cause for conversion under 1112 of the
Code.

The Creditor is represented by:

     Michael Van Dam, Esq.
     VAN DAM LAW LLP
     233 Needham Street, Suite 540
     Newton, MA 02464
     Tel: 617-969-2900
     Fax: 617-964-4631

Beth W. Mburu is an individual who owns and manages a multi-unit
property in Dorchester, Massachusetts, in addition to her own
residence. The Debtor also has additional income from his
employment as a nurse. The Debtor filed for Chapter 11 bankruptcy
protection (Bankr. D. Mass. Case No. 14-15586).


BIOSTAGE INC: Stockholders OK Five Proposals at Annual Meeting
--------------------------------------------------------------
Biostage, Inc., held its annual meeting of stockholders on
April 26, 2017, at which the stockholders:

   (i) elected James J. McGorry as Class I director for a three-
       year term, such term to continue until the Company's annual
       meeting of stockholders in 2020 and until such Director's
       successor is duly elected and qualified or until his
       earlier resignation or removal;

  (ii) ratified the appointment of KPMG LLP as the Company's
       independent registered public accounting firm for the
       fiscal year ending Dec. 31, 2017;

(iii) approved an amendment to the Company's Amended and Restated
       Certificate of Incorporation to increase the number of     

       authorized shares of the Company's common stock to
       120,000,000;

  (iv) approved an amendment to the Company's Amended and Restated
       Certificate of Incorporation to effect a reverse stock
       split of the shares of the Company's common stock at a
       ratio of not less than 1-for-2 and not greater than 1-for-
       20, with the exact ratio of, effective time of and decision

       whether or not to implement a reverse stock split to be
       determined by the Company's Board of Directors; and

   (v) approved an amendment to the Company's 2013 Equity
       Incentive Plan to increase the number of shares of the
       Company's common stock available for issuance pursuant to
       the 2013 Plan by 4,000,000 shares.

Following the 2017 Annual Meeting, the Company filed a Certificate
of Amendment to its Amended and Restated Certificate of
Incorporation with the Secretary of State for the State of
Delaware.  The Charter Amendment increased the number of authorized
shares of the Company's common stock from 60,000,000 to
120,000,000.  The Charter Amendment became effective on April 26,
2017.

                      About Biostage

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

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

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


BOART LONGYEAR: Chapter 15 Case Summary
---------------------------------------
Chapter 15 Debtors:

       Name                                   Case No.
       ----                                   --------
       Boart Longyear Limited                 17-11156
       26 Butler Boulevard,
       Burbridge Business Park
       Adelaide Airport
       South Australia 5950

       Boart Longyear Management Pty Limited  17-11158

       Boart Longyear Australia Pty Limited   17-11159

       Votraint No. 1609 Pty Limited          17-11160

Business Description: Established in 1890, Boart Longyear is a
                      provider of drilling services, drilling
                      equipment, performance tooling and
                      instrumentation for mining and drilling
                      companies.  It also has a substantial
                      presence in aftermarket parts and service,
                      energy, mine de-watering, oil sands
                      exploration, production drilling, and down-
                      hole instrumentation.

                      The Global Drilling Services division
                      operates for a diverse mining customer base
                      spanning a wide range of commodities,
                      including copper, gold, nickel, zinc,
                      uranium, and other metals and minerals.  The
                      Global Products division designs,
                      manufactures and sells drilling equipment,
                      performance tooling, down-hole
                      instrumentation and parts and services.

                      Boart Longyear is headquartered in Salt Lake
                      City, Utah, USA, and listed on the
                      Australian Securities Exchange in Sydney,
                      Australia (ASX:BLY).

                      Web site: http://www.boartlongyear.com/

Chapter 15 Petition Date: April 27, 2017

Court: United States Bankruptcy Court
       Southern District of New York (Manhattan)

Foreign Representative: Fabrizio Rasetti, senior vice president
and
                        general counsel of Boart Longyear Limited

Debtors' Counsel:             Dennis F. Dunne, Esq.
                              Evan R. Fleck, Esq.
                              Dennis C. O'Donnell, Esq.
                              MILBANK, TWEED, HADLEY & MCCLOY LLP
                              28 Liberty Street
                              New York, NY 10005
                              Tel: (212) 530-5000
                              Fax: (212) 530-5219
                              E-mail: ddunne@milbank.com
                                      efleck@milbank.com
                                      dodonnell@milbank.com

Estimated Assets: Not Indicated

Estimated Debts: Not Indicated


BOWER CONTRACTING: Taps Martinez & Associates as Accountant
-----------------------------------------------------------
Bower Contracting, Inc. seeks approval from the U.S. Bankruptcy
Court for the District of Colorado to hire Martinez & Associates,
Inc.

Martinez will provide accounting services, including the
preparation of tax returns, to Bower Contracting and its president
David Bower who also filed for Chapter 11 protection.  

Steven Martinez, a certified public accountant and member of the
firm, will charge $100 per hour for his services.  The hourly rates
for staff accountants who may work on the Debtors' accounts range
from $50 to $75 per hour.

Mr. Martinez disclosed in a court filing that his firm is
"disinterested" as defined in section 101(14) of the Bankruptcy
Code.

The firm can be reached through:

     Steven P. Martinez
     Martinez & Associates, Inc.
     514 2nd Street
     Alamosa, CO 81101

                     About Bower Contracting

Based in Mosca, Colorado, Bower Contracting, Inc. and David Ray
Bower, president, filed Chapter 11 petitions (Bankr. D. Colo. Case
No. 16-21735 and 16-21737) on December 2, 2016.  

In its petition, Bower Contracting estimated assets of less than
$50,000 and liabilities of $1 million to $10 million.  The petition
was signed by Mr. Bower.

Judge Thomas B. McNamara presides over the cases. Jeffrey S.
Brinen, Esq. of Kutner Brinen, P.C. serves as bankruptcy counsel.

A list of the Debtor's two unsecured creditors is available for
free at http://bankrupt.com/misc/cob16-21735.pdf  

No official committee of unsecured creditors has been appointed in
the Debtors' cases.


C & R EVENTS: Taps Adams and Reese as Legal Counsel
---------------------------------------------------
C & R Events Enterprise LLC seeks approval from the U.S. Bankruptcy
Court for the Western District of Tennessee to hire legal counsel.

The Debtor proposes to hire Adams and Reese LLP to give legal
advice regarding the administration of its Chapter 11 case, and
provide other legal services related to the case.

As of April 13, Adams and Reese was owed nothing for work performed
prior to the Debtor's bankruptcy filing since the latter paid for
the firm's pre-bankruptcy services from a $25,000 retainer.  The
firm provided those services related to the Debtor's insolvency
issues.

Henry Shelton, III, Esq., disclosed in a court filing that his firm
does not hold or represent any interest adverse to the Debtor's
bankruptcy estate.

The firm can be reached through:

     Henry C. Shelton, III, Esq.
     Adams and Reese LLP
     6075 Poplar Avenue, Suite 700
     Memphis, TN 38119
     Tel: (901) 524-5271
     Fax: (901) 524-5371
     Email: henry.shelton@arlaw.com

                  About C & R Events Enterprise

Based in Memphis, Tennessee, C & R Events Enterprise LLC sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D.
Tenn. Case No. 17-23363) on April 13, 2017.  The petition was
signed by Francisco DaSilva, owner and manager.  

At the time of the filing, the Debtor disclosed $1.87 million in
assets and $1.09 million in liabilities.

The case is assigned to Judge David S. Kennedy.


C & S COMPANY: Randy Sugarman Appointed Chapter 11 Trustee
----------------------------------------------------------
Tracy Hope Davis, the United States Trustee, filed a Notice before
the U.S. Bankruptcy Court for the District of Nevada, informing of
the appointment of Randy Sugarman as the Chapter 11 Trustee for C &
S Company, Inc.

The Notice was made pursuant to the Court's order dated April 7,
2017, directing the U.S. Trustee to appoint a chapter 11 trustee
for the Debtor.

The Chapter 11 bond for the case is initially set at $550,000.00.
The Notice provides that the bond may require adjustment as the
trustee collects and liquidates assets of the estate. The trustee
is likewise directed to inform the Office of the United States
Trustee when changes to the bond amount are required or made.

Randy Sugarman can be reached at:

     Randy Sugarman
     SUGARMAN & COMPANY LLP
     500 Sansome Street, Suite 600
     San Francisco, CA 94111
     Phone: (415) 395-7500
     Fax: (415) 658-2858

                      About C & S Company

C & S Company filed a Chapter 11 petition (Bankr. D. Nev. Case No.
16-14155) on July 28, 2016.  The petition was signed by Stacey
Lindburg, president.  The Debtor disclosed total assets at
$120,000
and total liabilities at $2.42 million.  The Debtor is represented
by David J. Winterton, Esq., at David Winterton & Associates, Ltd.


CADILLAC NURSING: PCO Files 8th Report
--------------------------------------
Deborah L. Fish, as the Patient Care Ombudsman for Cadillac Nursing
Home, Inc., has filed an Eighth Report for the period January 4,
2017 to April 4, 2017.

The PCO reported that during the visitations, the facility's dining
rooms, laundry, bathrooms and residents' rooms were clean or in the
process of being cleaned. The PCO added that there were no strong
foul odors.

Meanwhile, there have been no significant changes to the facility's
security since the PCO's last report.

The PCO also reported that the administration and the nursing staff
have confirmed that the Debtor has maintained its relationship with
its suppliers and that there were no interruptions in service, nor
any changes in medical supplies.

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

     http://bankrupt.com/misc/mieb16-41554-288.pdf

                About Cadillac Nursing Home

Cadillac Nursing Home, Inc., filed a Chapter 11 bankruptcy petition
(Bankr. E.D. Mich. Case No. 16-41554) on Feb. 8, 2016. The petition
was signed by Bradley Mali, as president.

The cases are pending before the Honorable Thomas J. Tucker. The
Debtor listed estimated assets and liabilities $1 million to $10
million.

The Debtor is represented by Michael E. Baum, Esq., and Kim K.
Hillary, Esq., of Schafer & Weiner PLLC in Bloomfield Hills, Mich.


The Debtor, doing business as St. Francis Nursing Center, is a
privately owned and licensed long term skilled nursing facility
located at 1533 Cadillac Boulevard., Detroit, Mich. It consists of
81 licensed beds, located within the Debtor-owned facility. It
employs nearly 84 full and part-time employees.


CATASYS INC: Files Fifth Amended Form S-1 Prospectus with SEC
-------------------------------------------------------------
Catasys, Inc. filed with the Securities and Exchange Commission an
amendment to its Form S-1 registration statement relating to the
offering of 1,785,714 of shares of common stock, $0.0001 par value
per share, based on the last reported sale price for its common
stock as reported on the OTCQB Marketplace on April 21, 2017.

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. The Company's 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 Catasys' prospectus is available at:
https://is.gd/MLTuXB

                    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.


CLIFFS NATURAL: May Issue Add'l 15 Million Shares Under 2015 Plan
-----------------------------------------------------------------
Cliffs Natural Resources Inc. filed a Form S-8 registration
statement with the Securities and Exchange Commission to register
an additional 15,000,000 Common Shares under the Cliffs Natural
Resources Inc. Amended and Restated 2015 Equity and Incentive
Compensation Plan for which a previously filed registration
statement on Form S-8 relating to the Plan is effective.  A
full-text copy of the Form S-8 prospectus is avaible for free at:

                    https://is.gd/2w4oyt

               About Cliffs Natural Resources

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

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

Cliffs Natural reported net income attributable to common
shareholders of $174.1 million for the year ended Dec. 31, 2016,
compared to a net loss attributable to Cliffs common shareholders
of $788 million for the year ended Dec. 31, 2015.

As of March 31, 2017, Cliffs Natural had $1.92 billion in total
assets, $2.62 billion in total liabilities and a $703 million total
deficit.

                       *     *     *

As reported by the TCR on Feb. 14, 2017, Moody's Investors Service
upgraded Cliffs Natural Resources' Corporate Family Rating (CFR)
and Probability of Default Rating to 'B2' and 'B2-PD' from 'Caa1'
and 'Caa1-PD', respectively, and assigned a 'B3' rating to the new
senior unsecured guaranteed notes.  The upgrade follows the
company's announcement of a $500 million senior unsecured
guaranteed note issuance and an approximate $590 million equity
issuance.

In February 2017, S&P Global Ratings said it raised its long-term
corporate credit rating on Cliffs to 'B' from 'CCC+' after the
company announced a $591 million equity issuance and the tender
offer for high-cost debt.  The outlook is stable.


CLIFFS NATURAL: Stockholders Elect 9 Directors
----------------------------------------------
At the 2017 annual meeting of shareholders of Cliffs Natural
Resources Inc. held on April 25, 2017, the shareholders:

   (a) elected John T. Baldwin, Robert P. Fisher, Jr., Lourenco
       Goncalves, Susan M. Green, Joseph A. Rutkowski, Jr., Eric
       M. Rychel, Michael D. Siegal, Gabriel Stoliar and Douglas
       C. Taylor as directors for a term that will expire on the
       date of the 2018 annual meeting of Shareholders;

   (b) approved an amendment to the Third Amended Articles of
       Incorporation to increase the number of authorized Common
       Shares;

   (c) approved the Amended and Restated 2015 Equity and
       Incentive Compensation Plan;

   (d) approved the 2017 Executive Management Performance
       Incentive Plan;

   (e) approved on an advisory basis the named executive officers'
       Compensation;
    
   (f) recommended, on an advisory basis, that advisory vote will
       be held every year to approve the Named Executive Officers'

       Compensation; and

   (g) ratified Deloitte & Touche LLP as independent registered
       public accounting firm for 2017.

              Amended and Restated 2015 Equity
               and Incentive Compensation Plan
The A&R 2015 Equity Plan amends and restates in its entirety the
Company's 2015 Equity and Incentive Compensation Plan, as amended.
The Company's 2015 Equity and Incentive Compensation Plan was last
approved by Shareholders at the 2015 Annual Meeting.  The A&R 2015
Equity Plan increases the number of common shares authorized for
issuance under the Amended 2015 Equity Plan by 15,000,000 shares.
The A&R 2015 Equity Plan authorizes, subject to adjustment, up to
27,900,000 of the Company's common shares to be issued pursuant to
stock options, appreciation rights, restricted shares, restricted
share units, performance shares, performance units and certain
other awards based on or related to the Company's common shares,
plus cash incentive awards, for the purpose of providing the
officers and other key employees incentives and rewards for
performance.  Officers and key employees of the Company and its
subsidiaries, as selected by the Compensation and Organization
Committee of the Board of Directors of the Company, are eligible
for awards under the A&R 2015 Equity Plan.  The A&R 2015 Equity
Plan will be administered by the Compensation and Organization
Committee.

A summary of the material changes from the 2015 Equity Plan is as
follows:

   * The 2015 Equity Plan did not permit common shares to be
     withheld and delivered under the 2015 Equity Plan in
     connection with benefits under the 2015 Equity Plan in excess

     of minimum statutory withholding requirements.  The Amended
     2015 Equity Plan (and the A&R 2015 Equity Plan) have changed
     this to allow common shares to be so withheld and delivered
     in excess of minimum statutory withholding requirements (but
     not in excess of maximum statutory withholding requirements).

   * The A&R 2015 Equity Plan provides for a total of 27,900,000
     common shares to be issued or transferred with respect to
     awards under the A&R 2015 Equity Plan (consisting of
     12,900,000 common shares authorized by Shareholders in 2015
     and an additional 15,000,000 common shares authorized by
     Shareholders at the Annual Meeting).

   * The 2015 Equity Plan provided that dividends on restricted
     shares and dividend equivalents on RSUs must be deferred and
     paid contingent on the earning of the underlying award only
     with respect to performance-based awards.  The A&R 2015
     Equity Plan extends this requirement that dividends on
     restricted shares and dividend equivalents on RSUs must be
     deferred and paid contingent on the earning of the underlying
     award to service-based awards (including other share-based
     awards and not just performance-based awards).

   * The 2015 Equity Plan provides for its termination on May 19,
     2025.  The A&R 2015 Equity Plan will terminate on April 24,
     2027.  Subject to adjustment as described in the A&R 2015
     Equity Plan, total awards under the A&R 2015 Equity Plan are
     limited to 27,900,000 shares, plus any shares returned to the
     A&R 2015 Equity Plan.  These shares may be shares of original
     issuance or treasury shares or a combination of the
     foregoing.  No further awards may be made under the Company's
     plans preceding the 2015 Equity Plan.  The A&R 2015 Equity
     Plan also provides that, subject to adjustment as described
     in the A&R 2015 Equity Plan:

     * the aggregate number of common shares actually issued or
       transferred upon the exercise of incentive stock options
       will not exceed 27,900,000 common shares;

     * no participant will be granted stock options and/or SARs,
       in the aggregate, for more than 1,000,000 common shares
       during any calendar year;

     * no participant will be granted awards of restricted shares,
       RSUs, performance shares and/or other stock-based awards
       that are intended to qualify as "qualified performance-
       based compensation" under Section 162 (m) of the Internal
       Revenue Code of 1986, as amended, in the aggregate, for
       more than 1,000,000 common shares during any calendar year;

     * no participant in any calendar year will receive an award
       of performance units and/or other awards payable in cash
       that are intended to qualify as "qualified performance-
       based compensation" under Section 162(m) of the Code,
       having an aggregate maximum value as of their respective
       grant dates in excess of $20,000,000;

     * no participant in any calendar year will receive a cash
       incentive award that are intended to qualify as "qualified
       performance-based compensation" under Section 162(m) of the

       Code having an aggregate maximum value in excess of
       $10,000,000; and

     * awards that do not comply with the applicable minimum
       vesting periods provided for in the A&R 2015 Equity Plan
      (as further described below) will not result in the issuance
       or transfer of more than 5% of the maximum number of common
       shares available under the A&R 2015 Equity Plan.

The A&R 2015 Equity Plan contains fungible share counting
mechanics, which generally means that awards other than stock
options and SARs will be counted against the aggregate share limit
as two common shares for every common share that is actually issued
or transferred under such awards.  This means, for example, that
only 13,950,000 common shares could be issued in settlement of RSU
awards from the 27,900,000 common shares authorized under the A&R
2015 Equity Plan.

If any common shares issued or transferred pursuant to an award
granted under the A&R 2015 Equity Plan are forfeited, or an award
granted under the A&R 2015 Equity Plan is cancelled or forfeited,
expires or is settled for cash (in whole or in part), the common
shares issued or transferred pursuant to, or subject to, such award
(as applicable) will, to the extent of such cancellation,
forfeiture, expiration, or cash settlement, again be available for
issuance or transfer as described in the A&R 2015 Equity Plan.  The
following common shares will not be added back to the aggregate
share limit under the A&R 2015 Equity Plan: (1) shares tendered or
otherwise used in payment of an option's exercise price; (2) shares
withheld or otherwise used by the Company to satisfy tax
withholding obligations; and (3) shares that are repurchased by us
with stock option proceeds.  Further, all common shares covered by
SARs that are exercised and settled in shares, whether or not all
common shares covered by the SARs are actually issued to the
participant upon exercise, will be considered issued or transferred
pursuant to the A&R 2015 Equity Plan.  If a participant elects to
give up the right to receive compensation in exchange for common
shares based on fair market value, such common shares will not
count against the aggregate share limit under the A&R 2015 Equity
Plan.

The A&R 2015 Equity Plan provides that, except for awards under
which up to an aggregate of 5% of the maximum number of common
shares that may be issued or transferred under the A&R 2015 Equity
Plan:

   * Time-based restrictions on stock options, SARs, restricted
     shares, RSUs and other share-based awards may not lapse
     solely by the passage of time sooner than after one year,
     unless the Compensation Committee specifically provides for
     those restrictions to lapse sooner, including (1) by virtue
     of the retirement, death or disability of a participant or
    (2) in the event of a change in control only where either (A)
     within a specified period of time a participant is
     involuntarily terminated for reasons other than for cause or
     terminates his or her employment for good reason or (B) such
     awards are not assumed or converted into replacement awards
     in a manner described in the applicable award agreement; and

   * Restrictions on stock options, SARs, restricted shares, RSUs
     and other share-based awards that lapse upon the achievement
     of management objectives may not lapse sooner than after one
     year, and the performance period for performance shares and
     performance units must be at least one year, unless the
     Compensation Committee specifically provides in a grant for
     earlier lapse or modification, including by virtue of the
     retirement, death or disability of a participant or a double-
     trigger change in control.

    2017 Executive Management Performance Incentive Plan

On April 25, 2017, the Shareholders of the Company also approved
the Cliffs Natural Resources Inc. 2017 Executive Management
Performance Incentive Plan.  The 2017 EMPI Plan provides a
competitive annual incentive compensation opportunity to selected
executives based on achievement against one or more key objectives
and thereby align actual pay results with the Company's short-term
business performance.  The 2017 EMPI Plan provides for payment of
compensation to our chief executive officer and certain of our
other most highly compensated employees in the form of awards that
may qualify as "qualified performance-based compensation" for
purposes of Section 162(m) of the Code.  (Section 162(m) generally
limits the deduction that a publicly traded company may take for
compensation that it pays to such employees).  The maximum annual
award to any participant under the 2017 EMPI Plan is $7,500,000 and
no award payout that has been deferred will (between the date as of
which the award payout is deferred and the payment date) increase
by a factor greater than a reasonable rate of interest or one or
more predetermined actual investments.  Grants are only awarded by
the Compensation Committee based on performance criteria described
in the 2017 EMPI Plan and awards are subject to negative discretion
on the part of the Committee to reduce final payouts.

Because the Shareholders of the Company approved the 2017 EMPI
Plan, the 2017 EMPI Plan is effective for the fiscal year that
began on Jan. 1, 2017, and for each fiscal year thereafter until
terminated.

               About Cliffs Natural Resources

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

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

Cliffs Natural reported net income attributable to common
shareholders of $174.1 million for the year ended Dec. 31, 2016,
compared to a net loss attributable to Cliffs common shareholders
of $788 million for the year ended Dec. 31, 2015.

As of March 31, 2017, Cliffs Natural had $1.92 billion in total
assets, $2.62 billion in total liabilities and a $703 million total
deficit.

                       *     *     *

As reported by the TCR on Feb. 14, 2017, Moody's Investors Service
upgraded Cliffs Natural Resources' Corporate Family Rating (CFR)
and Probability of Default Rating to 'B2' and 'B2-PD' from 'Caa1'
and 'Caa1-PD', respectively, and assigned a 'B3' rating to the new
senior unsecured guaranteed notes.  The upgrade follows the
company's announcement of a $500 million senior unsecured
guaranteed note issuance and an approximate $590 million equity
issuance.

In February 2017, S&P Global Ratings said it raised its long-term
corporate credit rating on Cliffs to 'B' from 'CCC+' after the
company announced a $591 million equity issuance and the tender
offer for high-cost debt.  The outlook is stable.


CLIFFS NATURAL: Swings to $29.8-Mil. Net Loss in First Quarter
--------------------------------------------------------------
Cliffs Natural Resources Inc. filed with the Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing a
net loss of $29.8 million on $461.6 million of revenues for the
three months ended March 31, 2017, compared with net income of
$116.8 million on $305.5 million of revenues for the three months
ended March 31, 2016.

As of March 31, 2017, Cliffs Natural had $1.92 billion in total
assets, $2.62 billion in total liabilities and a $703 million total
deficit.

Total debt at the end of the first quarter of 2017 was $1.6
billion, approximately $900 million lower than $2.5 billion total
debt at the end of the prior-year quarter.  Cliffs had net debt of
$1.3 billion at the end of the first quarter of 2017, compared to
$2.4 billion of net debt at the end of the first quarter of 2016.
The Company had no borrowings on its asset-based lending facility
at the end of the first quarter of 2017 or 2016.

For the first quarter of 2017, adjusted EBITDA was $92 million, a
156 percent increase compared to $36 million reported in the first
quarter of 2016.

Lourenco Goncalves, Cliffs' chairman, president and chief executive
officer, said, "During the first quarter, we put our finishing
touches on what has been a remarkable operational, commercial and
financial transformation of this company.  Over the last two and
half years, Cliffs has transformed itself into a lean and focused
company, with a strong balance sheet and a lot less to pay in
interest expense.  This is particularly evident in our strong first
quarter results, which exceeded our expectations in revenues,
EBITDA and earnings per share."  Mr. Goncalves concluded: "We
expect 2017 to be a phenomenal year of EBITDA and free cash flow
generation."

U.S. Iron Ore pellet sales volume in the first quarter of 2017 was
3.1 million long tons, a 63 percent increase when compared to the
first quarter of 2016 as a result of increased customer demand.
As Cliffs' management previously guided, first-quarter revenues per
ton of $79.35 decreased by 5 percent compared to the prior-year
quarter.  The decrease is a result of carryover pricing impacts
from both 2015 and 2016, and changes in customer mix.  The majority
of tons sold in the first quarter are from products shipped under
the prior-year contract pricing.  Contracts that have been priced
based on 2017 pricing have been favorable to prior year due to
higher benchmark iron ore and hot-rolled coil steel pricing.

Cash cost of goods sold and operating expense rate in U.S. Iron Ore
was $58.57 per long ton, a 7 percent decrease from $62.88 per long
ton in the prior year's first quarter.  The decrease was primarily
due to having no idled active mines during the first quarter of
2017, compared to having two idled mines during the prior-year
quarter.

Capital expenditures during the quarter were $28 million compared
to $10 million in the prior-year quarter.  The increase was driven
primarily by spending related to the Mustang Project at the United
Taconite mine.

Based on the assumption that iron ore and steel prices will average
for the remainder of 2017 their respective April month-to-date
averages, Cliffs expects to generate approximately $380 million of
net income and $700 million of adjusted EBITDA1 for the full-year
2017.  This new outlook incorporates revised assumptions around
Asia Pacific Iron Ore revenue realizations, which are impacted by
the lower IODEX price, larger iron ore content discounts, and lower
lump premiums.

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

                      https://is.gd/LbyGWR

                 About Cliffs Natural Resources

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

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

Cliffs Natural reported net income attributable to common
shareholders of $174.1 million for the year ended Dec. 31, 2016,
compared to a net loss attributable to Cliffs common shareholders
of $788 million for the year ended Dec. 31, 2015.

                       *     *     *

As reported by the TCR on Feb. 14, 2017, Moody's Investors Service
upgraded Cliffs Natural Resources' Corporate Family Rating (CFR)
and Probability of Default Rating to 'B2' and 'B2-PD' from 'Caa1'
and 'Caa1-PD', respectively, and assigned a 'B3' rating to the new
senior unsecured guaranteed notes.  The upgrade follows the
company's announcement of a $500 million senior unsecured
guaranteed note issuance and an approximate $590 million equity
issuance.

In February 2017, S&P Global Ratings said it raised its long-term
corporate credit rating on Cliffs to 'B' from 'CCC+' after the
company announced a $591 million equity issuance and the tender
offer for high-cost debt.  The outlook is stable.


COATES INTERNATIONAL: Gets $43,000 from Note Issuance
-----------------------------------------------------
Coates International, Ltd., received on April 21, 2017, the net
proceeds of a securities purchase agreement and related convertible
promissory note, dated April 19, 2017, in the face amount of
$43,000 and no cents issued to Power Up Funding Group, Ltd.  The
Promissory Note matures in January 2018 and provides for interest
at the rate of eight percent per annum.  The Note may be converted
into unregistered shares of the Company's common stock, par value
$0.0001 per share, at the Conversion Price, as defined, in whole,
or in part, at any time beginning 180 days after the date of the
Note, at the option of the Holder.  All outstanding principal and
unpaid accrued interest is due at maturity, if not converted prior
thereto.  The Company incurred expenses amounting to $3,000 in
connection with this transaction.

The Conversion Price will be equal to 61% multiplied by the Market
Price, as defined.  The Market Price will be equal to the average
of the three lowest closing bid prices of the Company's common
stock on the OTC Pink Sheets during the ten trading-day period
ending one trading day prior to the date of conversion by the
Holder.  The Conversion Price is subject to adjustment for changes
in the capital structure such as stock dividends, stock splits or
rights offerings.  The number of shares of common stock to be
issued upon conversion shall be equal to the aggregate amount of
principal, interest and penalties, if any divided by the Conversion
Price.  The Holder anticipates that upon any conversion, the shares
of stock it receives from the Company will be tradable by relying
on an exemption under Rule 144 of the U.S. Securities and Exchange
Commission.

The Conversion Price is subject to adjustment in the event of any
of the following:

   1. During the period when a Major Announcement by the
      Company relating to a merger, consolidation, sale of the
      Company or substantially all of its assets or tender offer  

      is in effect, as defined.

   3. A merger, consolidation, exchange of shares,
      recapitalization, reorganization or other similar event
      being consummated.

The Company is not permitted to pay dividends or make other
distributions of capital or repurchase or otherwise acquire any
shares of its capital stock without the Holder's consent and is
subject to certain restrictions on new borrowings, while there is a
remaining outstanding balance related to the convertible promissory
note.

These notes may be prepaid during the first six months the notes
are outstanding by paying a prepayment penalty equal to 30% during
the first 60 days, increasing in 5% increments each month
thereafter, to a maximum of 50%.  The Company has reserved
1,057,377,049 shares of its unissued common stock for potential
conversion of the convertible note.

The convertible promissory note was privately offered and sold to
the Holder in reliance on specific exemptions from the registration
requirements of the United States federal and state securities laws
which the Registrant believes are available to cover this
transaction based on representations, warranties, agreements,
acknowledgements and understandings provided to the Registrant by
the Holder.

                       About Coates
    
Based in Wall Township, N.J., Coates International, Ltd.
(OTC BB: COTE) -- http://www.coatesengine.com/-- was
incorporated on Aug. 31, 1988, for the purpose of researching,
patenting and manufacturing technology associated with a spherical
rotary valve system for internal combustion engines.  This
technology was developed over a period of 15 years by Mr. George
J. Coates, who is the President and Chairman of the Board of the
Company.

The Coates Spherical Rotary Valve System (CSRV) represents a
revolutionary departure from the conventional poppet valve.  It
changes the means of delivering the air and fuel mixture to the
firing chamber of an internal combustion engine and of expelling
the exhaust produced when the mixture ignites.

Coates reported a net loss of $8.35 million on $29,200 of total
revenues for the year ended Dec. 31, 2016, compared to a net loss
of $10.20 million on $94,200 of total revenues for the year ended
Dec. 31, 2015.  As of Dec. 31, 2016, Coates had $2.36 million in
total assets, $7.55 million in total liabilities and a total
stockholders' deficiency of $5.19 million.

MSPC, in Cranford, New Jersey, issued a "going concern"
qualification on the consolidated financial statements for the year
ended Dec. 31, 2016, citing that the Company continues to have
negative cash flows from operations, recurring losses from
operations, and a stockholders' deficiency.  These conditions raise
substantial doubt about the Company's ability to continue as a
going concern.


COCRYSTAL PHARMA: Amends 2016 Form 10-K to Add Part III
-------------------------------------------------------
Cocrystal filed with the Securities and Exchange Commission an
amended annual report on Form 10-K/A for the year ended Dec. 31,
2016, to include the information required by and not included in
Part III of the 2016 Form 10-K because the Company does not intend
to file its definitive proxy statement within 120 days of the end
of our fiscal year ended Dec. 31, 2016.

Part III of the Form 10-K contains information regarding:

Item 10. Directors, Executive Officers and Corporate Governance

Item 11. Executive Compensation

Item 12. Security Ownership of Certain Beneficial Owners and
         Management and Related Stockholder Matters
      
Item 13. Certain Relationships and Related Transactions, and
         Director Independence
      
Item 14. Principal Accountant Fees and Services

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

                   https://is.gd/IsqoFC

                   About Cocrystal Pharma

Cocrystal Pharma, Inc., formerly known as Biozone Pharmaceuticals,
Inc., is a pharmaceutical company with a mission to discover novel
antiviral therapeutics as treatments for serious and/or chronic
viral diseases.  Cocrystal Pharma employs unique technologies and
Nobel Prize winning expertise to create first- and best-in-class
antiviral drugs.  These technologies and the Company's market-
focused approach to drug discovery are designed to efficiently
deliver small molecule therapeutics that are safe, effective and
convenient to administer.

The Company's primary business going forward is to develop novel
medicines for use in the treatment of human viral diseases.
Cocrystal has been developing novel technologies and approaches to
create first-in-class and best-in-class antiviral drug candidates
since its initial funding in 2008.  Subsequent funding was
provided to Cocrystal Discovery, Inc., by Teva Pharmaceuticals
Industries, Ltd., or Teva, in 2011.  The Company's focus is to
pursue the development and commercialization of broad-spectrum
antiviral drug candidates that will transform the treatment and
prophylaxis of viral diseases in humans.  By concentrating the
Company's research and development efforts on viral replication
inhibitors, the Company plans to leverage its infrastructure and
expertise in these areas.

Cocrystal Pharma reported a net loss of $74.87 million on $0 grant
revenues for the year ended Dec. 31, 2016, compared to a net loss
of $50.12 million on $78,000 of grant revenues for the year ended
Dec. 31, 2015.  As of Dec. 31, 2016, Cocrystal Pharma had $124.88
million in total assets, $22.56 million in total liabilities and
$102.31 million in total stockholders' equity.


COPIA PARTNERS: Taps Lefkovitz as Legal Counsel
-----------------------------------------------
Copia Partners LLC seeks approval from the U.S. Bankruptcy Court
for the Western District of Tennessee to hire legal counsel.

The Debtor proposes to hire Lefkovitz & Lefkovitz to give legal
advice regarding its duties under the Bankruptcy Code, prepare a
bankruptcy plan, and provide other legal services related to its
Chapter 11 case.

The hourly rates charged by the firm are:

     Steven Lefkovitz        $525
     Associate Attorneys     $375
     Paralegals              $125

The firm received an initial retainer fee in the amount of
$21,500.

Steven Lefkovitz, Esq., disclosed in a court filing that he and his
firm do not hold or represent any interest adverse to the Debtor's
bankruptcy estate.

The firm can be reached through:

     Steven L. Lefkovitz, Esq.
     Lefkovitz & Lefkovitz
     618 Church Street, Suite 410
     Nashville, TN 37219
     Phone: (615) 256-8300
     Fax: (615) 255-4516
     Email: slefkovitz@lefkovitz.com

                    About Copia Partners LLC

Founded in 2012, Copia Partners -- http://www.copiaproducts.com/--
is a manufacturer of consumable licensed products for babies and
disposable table wares.  The Company is based in Memphis,
Tennessee.

The Debtor sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. W.D. Tenn. Case No. 17-23736) on April 26, 2017.  The
petition was signed by Wade Whitley, CEO.  At the time of the
filing, the Debtor disclosed $1.16 million in assets and $2.29
million in liabilities.

The case is assigned to Judge Jennie D. Latta.


CTI BIOPHARMA: Has $10.6M Est. Net Financial Standing at March 31
-----------------------------------------------------------------
CTI BioPharma Corp. or CTI Parent Company reported total estimated
and unaudited net financial standing of $10.6 million as of
March 31, 2017.  The total estimated and unaudited net financial
standing of CTI Consolidated Group as of March 31, 2017, was $11.8
million.

CTI Parent Company trade payables outstanding for greater than 30
days were approximately $7.0 million as of March 31, 2017.  CTI
Consolidated Group trade payables outstanding for greater than 30
days were approximately $7.7 million as of March 31, 2017.
During March 2017, there were solicitations for payment only within
the ordinary course of business and there were no injunctions or
suspensions of supply relationships that affected the course of
normal business.

As of March 31, 2017, there were no amounts overdue of a financial
or tax nature, or amounts overdue to social security institutions
or overdue to employees.

During the month of March 2017, the Company's common stock, no par
value, outstanding decreased by 1,345 shares.  As a result, the
number of issued and outstanding shares of Common Stock as of March
31, 2017, was 28,224,447.

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

                     https://is.gd/50teAo

                      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.


DAKOTA PLAINS: Files Plan of Liquidation
----------------------------------------
BankruptcyData.com reported that Dakota Plains Holdings filed with
the U.S. Bankruptcy Court a Joint Plan of Liquidation and related
Disclosure Statement. According to the Disclosure Statement, "[T]he
Debtors conducted an auction of substantially all of their assets
on January 23, 2017. BioUrja Trading, LLC (the 'Purchaser')
provided the highest and best bid in the amount of $10.850 million.
Following a hearing on January 27, 2017, the Bankruptcy Court
entered the Sale Order, which, among other things, approved the
auction results and authorized the sale of substantially all of the
Debtors' assets to the Purchaser. Following the closing of the sale
of substantially all of the Debtors assets, the Debtors will no
longer operate, but will continue to liquidate any remaining assets
and claims up until such assets are transferred to the Liquidating
Trust in accordance with the Plan."

                About Dakota Plains Holdings

Dakota Plains Holdings, Inc. (NYSE MKT: DAKP) --
http://www.dakotaplains.com/-- is an energy company operating the
Pioneer Terminal transloading facility.  The Pioneer Terminal is
centrally located in Mountrail County, North Dakota, for Bakken and
Three Forks related Energy & Production activity.

Dakota Plains Holding and six of its wholly owned subsidiaries
filed voluntary Chapter 11 petitions (Bankr. D. Minn. Lead Case No.
16-43711) on Dec. 20, 2016, initiating a process intended to
preserve value and accommodate an eventual going-concern sale of
Dakota Plains' business operations.  The petitions were signed by
Marty Beskow, CFO.  The cases are assigned to Judge Michael E.
Ridgway.

At the time of the filing, Dakota Plains Holdings disclosed $3.08
million in assets and $75.38 million in liabilities.

Baker & Hostetler LLP has been tapped as the Debtors' legal
counsel.  Ravich Meyer Kirkman McGrath Nauman & Tansey, A
Professional Association serves as co-counsel.  Canaccord Genuity
Inc. serves as the Debtors' financial advisor and investment
banker, Carlson Advisors as accountant, James Thornton as special
purpose counsel.

The U.S. Trustee has been unable to appoint an official unsecured
creditors committee.


DELCATH SYSTEMS: CEO Reports Clinical and Commercial Progress
-------------------------------------------------------------
Delcath Systems, Inc., announced that Jennifer K. Simpson, Ph.D.,
MSN, CRNP, president and chief executive officer, has issued a
Letter to Stockholders providing a business update.  The full text
of the Letter, which has also been posted to the Company's website,
is as follows.

Dear Shareholders:

The development of oncology therapeutics is a long and sometimes
difficult path, but one of great reward when promising new
therapies are brought to patients in need.  I am writing you to
affirm Delcath's unwavering commitment to advancing our innovative
percutaneous hepatic perfusion (PHP) therapy and to highlight the
important role this therapy can play in treating patients with
cancers of the liver.  Oftentimes these patients face limited
treatment options.  Toward that end, I'd like to update you on our
progress and plans for the future, as well as to review some of the
challenges we faced last year.

Our clinical development programs now provide us with two viable
paths to U.S. market approvals.  We believe that it is through
these trials that shareholder value will ultimately be realized. As
such, our focus in 2017 remains on advancing the programs for our
innovative Melphalan Hydrochloride for Injection for use with the
Delcath Hepatic Delivery System (Melphalan/HDS), as well as on our
commercialization efforts for CHEMOSAT in Europe.  The year began
with a number of significant developments toward these twin goals,
and we are positioned for further advancement of these programs
throughout the balance of the year.

Our priority for the year is expanding the number of clinical sites
and enrolling patients into our global FOCUS Phase 3 clinical trial
in hepatic dominant ocular melanoma (the FOCUS Trial).  We
initiated the FOCUS Trial in January 2016 under a Special Protocol
Assessment (SPA) agreement with the U.S. Food and Drug
Administration (FDA), which indicates that the design of this trial
adequately addresses objectives that, if met, will support
regulatory requirements for approval of Melphalan/HDS in this
indication.  Throughout 2016 we established a network of
participating clinical trial sites that now includes 20 prestigious
cancer research centers across the U.S. and Europe that are open
for patient enrollment.  We are continuing to expand this network
and expect to have up to 40 clinical centers participating globally
in this pivotal study by the end of the summer of 2017.

I'd also like to highlight that the clinical potential of
Melphalan/HDS in the treatment of ocular melanoma liver metastases
was repeatedly supported by compelling clinical data presented and
published throughout the past year.  Most recently, a single-center
retrospective review was published in the American Journal of
Clinical Oncology in which the authors found that investigational
PHP with Melphalan/HDS offered promising results with a doubling of
overall survival (OS) and significantly longer progression-free
survival (PFS) and hepatic PFS than other targeted therapies.  In
addition, an oral presentation at the Regional Cancer Therapies
12th International Symposium reported data from a retrospective,
multicenter study demonstrating that 45.7% of patients with ocular
melanoma that metastasized to the liver who underwent PHP using
investigational Melphalan/HDS experienced a complete or a partial
response.  That same study further showed that among those who
responded to treatment, OS was projected to be more than three
years.  The projected 657-day median OS and 1,207-day median OS in
patients with a partial or a complete response is very impressive,
and we believe speaks to the potential of our system to provide a
meaningful and durable response in a disease that has an average
survival of only six to eight months.

We continue to be encouraged that results such as these have been
presented or published on several occasions over the last two
years, as they provide us with considerable confidence in the
potential of the FOCUS Trial to support FDA approval in the U.S. We
believe the FOCUS trial represents our fastest path to U.S market
approval, and that PHP with Melphalan has the potential to treat up
to 2,000 patients with ocular melanoma liver metastases in the U.S.
and Europe annually.

Another major clinical goal for 2017 is to advance PHP with
Melphalan/HDS for the treatment of intrahepatic cholangiocarcinoma
(ICC).  Toward this end, we announced a new SPA with the FDA for
the design of a pivotal trial in that indication.  As with the
FOCUS Trial, this SPA agreement indicates that this trial design
adequately addresses objectives that, if met, will support
regulatory requirements for approval of Melphalan/HDS in the
treatment of ICC.

The ICC pivotal trial is a randomized, controlled study comparing
the efficacy, safety and pharmacokinetics of Melphalan/HDS
treatment administered sequentially following Cisplatin/Gemcitabine
(the current standard-of-care) compared with Cisplatin/Gemcitabine
alone in approximately 295 ICC patients at approximately 40
clinical sites in the U.S. and Europe.  The primary endpoint is OS
and secondary and exploratory endpoints include safety, PFS,
overall response rate (ORR) and quality-of-life measures.

This is an important program because the current standard of care,
surgical resection, is not possible for an estimated 80% to 90% of
the approximately 14,000 patients in the U.S. and Europe diagnosed
with ICC each year.  The promising outcomes and observations for
PHP with Melphalan/HDS in the treatment of ICC identified by
European investigators at our global Key Opinion Leader Forum last
year were discussed at length with the FDA, and provide us with
considerable confidence in the potential of our therapy as a
treatment for this rare and difficult-to-treat tumor type.  We
expect the European investigators to submit a manuscript of their
data to a peer-reviewed journal for publication later this year.

We intend to initiate the ICC study this fall.  The trial is
designed to be cost-effective, utilizing many trial sites already
participating in our FOCUS Trial, and will be pursued in a
financially prudent manner.  Given the sequential nature of the
trial design, our investment will be modest in 2017 as the
Melphalan/HDS segment of the study will not begin until late in the
year.

Commercially, we continue to make steady progress with CHEMOSAT in
Europe.  Although they remain modest, product sales increased 18%
in 2016, to $2.0 million, and were driven by the establishment of
ZE diagnostic-related group (DRG) reimbursement for CHEMOSAT
procedures in Germany.  Throughout 2016 we worked with local and
regional hospitals in Germany to support their negotiations for
reimbursement levels, and we are pleased with the rates that have
been established.  With coverage under the ZE system now in place,
we expect product sales growth from this market in 2017.

Elsewhere in Europe our commercial efforts are focused on building
the clinical and pharmacoeconomic data to support reimbursement
applications in other key markets.  We expect that the positive
negotiations for coverage in Germany will support our efforts for
payment levels in other markets such as the U.K. and the
Netherlands.  Securing reimbursement coverage in additional
European markets remains critical to future revenue growth for
CHEMOSAT.

Though more robust revenue growth in Europe remains contingent on
wider reimbursement, our market access efforts in Europe have
yielded significant achievements thus far.  Of note, SPIRE
Southampton Hospital in the U.K. recently surpassed 100 treatments
with CHEMOSAT since beginning procedures in December 2013.  This
includes a record eight treatments on a single patient.  Since
introducing CHEMOSAT in 2012, we have built a significant network
of expertise in Europe that has led to the steady flow of
abstracts, presentations and publications.  These efforts have also
established deep relationships with major cancer research centers
in Europe that are participating in our pivotal clinical trials.

To fund the ongoing development of our clinical and commercial
programs, last year we secured $35 million in committed financing
through a securities purchase agreement with two institutional
investors, which consisted of senior convertible notes and common
stock purchase warrants.  This committed financing was the best
option available to the Company at that time, and it has provided
the resources necessary to advance our clinical development
programs toward market approvals where shareholder value ultimately
resides.  We are regularly evaluating additional alternatives for
capital and are committed to acting in the best, long-term interest
of our shareholders in all that we do.

Recently, we entered into separate warrant repurchase agreements
under which each investor agreed to a Controlled Account Release,
in an aggregate amount of $7,876,312, in exchange for cancellation
of the Warrants issued under the original agreement.  This
transaction simplifies our capital structure, and we continue to
expect that the cash remaining in the Controlled Accounts after the
warrant repurchase will be sufficient to fund our operating
activities through the end of 2017.

On behalf of Delcath's management team and Board of Directors, I
thank you for your support as we continue to build Delcath into a
leading interventional oncology company bringing life-saving
therapy to patients suffering with cancers of the liver who have
few treatment options.

We look forward to reporting on our continued clinical and
commercial progress.

Sincerely,

Jennifer K. Simpson, Ph.D., MSN, CRNP

President and Chief Executive Officer

                   About Delcath Systems

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

Delcath Systems reported a net loss of $17.97 million on $1.99
million of product revenue for the year ended Dec. 31, 2016,
compared to a net loss of $14.70 million on $1.74 million of
product revenue for the year ended Dec. 31, 2015.  As of Dec. 31,
2016, Delcath had $35.23 million in total assets, $36.72 million in
total liabilities and a total stockholders' deficit of $1.49
million.

Grant Thornton LLP, in New York, issued a "going concern"
qualification on the consolidated financial statements for the year
ended Dec. 31, 2016, citing that the Company has incurred recurring
losses from operations and as of Dec. 31, 2016, has an accumulated
deficit of $279.2 million.  These conditions, along with other
matters, raise substantial doubt about the Company's ability to
continue as a going concern.


DEVOE'S MUSIC: Case Summary & 19 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: DeVoe's Music, Inc.
        51 E. Main St.
        Lansdale, PA 19446

Case No.: 17-13100

Business Description: The Company is a small business debtor as
                      defined in 11 U.S.C. Section 101(51D).
                      The Debtor has been in the musical
                      instrument sales and service business since
                      1924.  For more information, please visit
                      the Company's website at
                      http://www.devoesmusic.net

Chapter 11 Petition Date: May 1, 2017

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

Judge: Hon. Eric L. Frank

Debtor's Counsel: Ellen M. McDowell, Esq.
                  MCDOWELL POSTERNOCK APELL & DETRICK, PC
                  46 West Main Street
                  Maple Shade, NJ 08052
                  Tel: (856) 482-5544
                  Fax: (856) 482-5511
                  E-mail: emcdowell@mcdowellposternocklaw.com

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

Estimated Liabilities: $1 million to $10 million

The petition was signed by Armand H. DeVoe, Jr., authorized
representative.

A list of the Debtor's 19 largest unsecured creditors is available
for free at http://bankrupt.com/misc/paeb17-13100.pdf


EASTERN STAR: Taps Arlena Jackson as Accountant
-----------------------------------------------
Eastern Star Baptist Church seeks approval from the U.S. Bankruptcy
Court for the Eastern District of Arkansas to hire an accountant.

The Debtor proposes to hire Arlena Jackson, a certified public
accountant, to prepare its income tax returns and provide other
accounting services related to its Chapter 11 case.  Ms. Jackson
will charge $15 per hour for her services.  

Ms. Jackson does not hold or represent any interest adverse to the
Debtor, according to court filings.

Ms. Jackson maintains an office at:

     Arlena Jackson
     1423 Main Street, North Little
     Rock, AR 72114

               About Eastern Star Baptist Church

Based in North Little Rock, Arkansas, Eastern Star Baptist Church
sought protection under Chapter 11 of the Bankruptcy Code (Bankr.
E.D. Ark. Case No. 17-10643) on Feb. 3, 2017.  The petition was
signed by Calvert Jackson, trustee and chairman.  

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 Ben T. Barry.  James F. Dowden, Esq.,
at James F. Dowden, P.A., is the Debtor's legal counsel.

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


EATERIES INC: Has Interim OK on $200K DIP Loan, Cash Collateral Use
-------------------------------------------------------------------
Judge Sarah A Hall of the U.S. Bankruptcy Court for the Western
District of Oklahoma entered a Corrected Interim Order authorizing
Eateries, Inc., and GRP of Zanesville, LLC, to use cash collateral
on a limited basis.

The Debtors are also authorized to obtain interim postpetition
loans and other extensions of credit from Spirit Bank, in an amount
not to exceed $200,000 and subject to the Budget on an interim
basis for the period from April 25, 2017 through May 12, 2017.  The
approved Budget reflects total operating costs of approximately
$322,965 and total administrative costs of $2,500.

Spirit Bank is granted first priority claims, liens and security
interests, and the protections of good faith credit providers to
secure the Loan Facility, senior to all other liens and security
interests, to secure repayment of principal and any other
extensions of credit, interest, fees, expenses, and any fees and
expenses of Spirit Bank, but subject only to prior liens, if any,
and the CarveOut.

Additionally, on account of the Loan Facility, Spirit Bank is
granted a superpriority administrative claims and all other
benefits and protections allowable under Bankruptcy Code, senior in
right to all other administrative claims against the Debtors.

Judge Hall acknowledged that the Debtors are without sufficient
funds, other than cash collateral, to operate for fifteen or more
days until the Final Hearing on the Motion can be held.  She
further acknowledged that the Debtors' inability to timely pay the
costs and expenses will result in immediate and irreparable harm to
their assets.

The Debtors are indebted to Fresh Capital, LLC, Fiesta Holdings,
Inc. and Practical Investors, LLC pursuant to certain documents.
Pursuant to the Pre-Petition Claim Documents, Fresh Capital, Fiesta
Holdings and Practical Investors hold a valid, enforceable, and
allowable claim against the Debtors, as of the Petition Date, in an
aggregate amount of at least $1,300,000 of unpaid principal, which
claim is secured by properly perfected first priority liens and
security interests in, any and all assets and property of the
Debtors, now owned or hereafter acquired, real and personal, and
the proceeds and products thereof.

The Debtors' primary and critical trade creditor,  Performance Food
Group, Inc., provides food and other supplies to the Debtors'
restaurants which are critical to maintaining operations. The
Debtors' trade payables to Performance Food Group have a revolving
balance of approximately $375,000.

Eateries Inc. is giving Performance Food Group a consensual,
nonpriority lien and security interest on all of Eateries' assets,
with the consent of Spirit Bank and the Secured Creditors, Fresh
Capital, Fiesta Holdings and Practical Investors. Performance Food
Group, has agreed to subordinate all of its pre-petition claim and
all of its rights in the Pre-Petition Collateral to the claims and
liens granted to Spirit Bank. Performance Food Group also consents
to the use of any cash collateral.

Fresh Capital, Fiesta Holdings and Practical Investors have also
agreed to subordinate all of their respective PrePetition Claim and
all of its rights in the Pre-Petition Collateral to the claims and
liens granted to Spirit Bank.

The Debtors are directed to maintain, with financially sound and
reputable insurance companies, insurance of the kind covering the
collateral, and in accordance with the Loan Facility Documents,
covering such risks in amounts as will be satisfactory to Spirit
Bank and name Spirit Bank as loss payee. The Debtors are also
directed to provide to Spirit Bank all of the documentation and
reports required under the Loan Agreement and the other Loan
Facility Documents.

Spirit Bank consents to a carve out from its collateral: (a) all
fees required to be paid to the clerk of the Bankruptcy Court and
to the Office of the U.S. Trustee plus interest at the statutory
rate; (b) for the payment of the reasonable professional fees and
expenses of Case Professionals in an amount not to exceed such
amounts that are found to be reasonable by the Court, plus (c) an
aggregate amount not to exceed $30,000 to be used to pay fees
earned and expenses incurred subsequent to the occurrence of an
Event of Default.

A final hearing on the Motion will take place on May 12, 2017, at
9:30 a.m. Any objection to the entry of a final order on the Motion
must be filed on or before May 9, 2017.

A full-text copy of the Corrected Interim Order, dated April 26,
2017, is available at https://is.gd/V46ULH

A copy of the Cash Basis DIP Budget is available at
https://is.gd/SGWcuD

Attorneys for SpiritBank:

          Kevin Blaney, Esq.
          Eric G. Odom, Esq.
          BLANEY TWEEDY & TIPTON, PLLC
          204 N. Robinson Avenue, Suite 1250
          Post Office Box 657
          Oklahoma City, OK 73101-0657
          Telephone: (405) 235-8445
          Facsimile: (405) 236-3410
          Email: kblaney@btlawokc.com
                    eric@btlawokc.com

Fresh Capital, LLC, Practical Investors, LLC
and Fiesta Holdings, Inc. are represented by:

          Jared D. Giddens, Esq.
          J. Dillon Curran, Esq.
          CONNER & WINTERS, LLP
          1700 One Leadership Square
          211 N. Robinson
          Oklahoma City, Oklahoma 73102
          Telephone: (405) 272-5711
          Facsimile: (405) 232-2695
          Email: jgiddens@cwlaw.com
                    dcurran@cwlaw.com

Performance Food Group, Inc. is represented by:

          Bradford Sandler, Esq.
          Pachulski Stang Ziehl & Jones, LLP
          919 N Market Street, 17th Floor
          Wilmington, DE 19801
          Tel.: 302.652.4100
          Fax: 302.652.4400
          Email: bsandler@pszjlaw.com


              About Eateries and GRP of Zanesville

Eateries, Inc., doing business as Garfield's Restaurant & Pub and
doing business as S&B Burger Joint of Carbondale, IL, owns 11
different restaurants on leased premises.  Hestia Holdings, LLC,
holds a 100% stake in the Company.

Eateries, Inc., and its affiliate GRP of Zanesville, LLC, filed
Chapter 11 petitions (Bankr. W.D. Okla. Case Nos. 17-11444 and
17-11445, respectively) on April 18, 2017.  The petitions were
signed by William C. Liedtke, III, vice president.  The cases are
jointly administered and assigned to Judge Sarah A. Hall.  

Eateries, Inc., estimated $500,000 to $1 million in assets and $1
million to $10 million in liabilities.  GRP of Zanesville estimated
less than $50,000 in assets and $1 million to $10 million in
liabilities.

The Debtors are represented by Mark A. Craige, Esq. and Lysbeth
George, Esq. at Crowe & Dunlevy, A Professional Corporation.

Eateries, Inc., previously filed sought Chapter 11 protection on
Dec. 28, 2012 (Bankr. W.D. Okla. Case No. 12-16224) and on May 11,
2009 (Bank. W.D. Okla. Case No. 09-12499).

To date, an official committee of unsecured creditors has not yet
been appointed in the new cases.


EMAS CHIYODA: Committee Hires Akin Gump as Bankruptcy Counsel
-------------------------------------------------------------
The Official Committee of Unsecured Creditors of EMAS Chiyoda
Subsea Limited seeks approval from the US Bankruptcy Court for the
Southern District of Texas, Houston Division, to retain Akin Gump
Strauss Hauer & Feld LLP as its counsel.

Services to be rendered by the Counsel are:

     (a) advise the Committee with respect to its rights, duties
and powers in the Debtors' Chapter 11 Cases;

     (b) assist and advise the Committee in its consultations and
negotiations with the Debtors relative to the administration of the
Debtors' Chapter 11
Cases;

     (c) assist the Committee in analyzing the claims of the
Debtors' creditors and the Debtors' capital structure and in
negotiating with holders of claims and equity interests;

     (d) assist the Committee in its investigation of the acts,
conduct, assets, liabilities and financial condition of the Debtors
and their insiders and of the operation of the Debtors'
businesses;

     (e) assist the Committee in its analysis of, and negotiations
with, the Debtors or any third party concerning matters related to,
among other things, the assumption or rejection of certain leases
of non-residential real property and executory contracts, vessel
leases, bareboat charters, asset dispositions, financing of other
transactions and the terms of one or more plans of reorganization
for the Debtors and accompanying disclosure statements and related
plan documents;

     (f) assist and advise the Committee as to its communications
to the general creditor body regarding significant matters in the
Debtors' Chapter 11 Cases;

     (g) represent the Committee at all hearings and other
proceedings before this Court;

     (h) review and analyze applications, orders, statements of
operations and  schedules filed with the Court and advise the
Committee as to their propriety and, to the extent deemed
appropriate by the Committee, support, join or object thereto;

     (i) advise and assist the Committee with respect to any
legislative, regulatory or governmental activities;

     (j) assist the Committee in preparing pleadings and
applications as may be necessary in furtherance of the
Committee’s interests and objectives;

     (k) assist the Committee in its review and analysis of all of
the Debtors' various agreements;

     (l) prepare, on behalf of the Committee, any pleadings,
including, without limitation, motions, memoranda, complaints,
adversary complaints, objections or comments in connection with any
matter related to the Debtors or the Debtors' Chapter 11 Cases;

     (m) investigate and analyze any claims against the Debtors'
non-debtor affiliates; and

     (n) perform such other legal services as may be required or
are otherwise deemed to be in the interests of the Committee in
accordance with the Committee’s powers and duties as set forth in
the Bankruptcy Code, Bankruptcy Rules or other applicable law.

The current hourly rates charged by Akin Gump for professionals and
paraprofessionals are:

    Charles R. Gibbs   
    Partner/Financial Restructuring Department         $1,250.00

    Sarah Link Schultz
    Partner/Financial Restructuring Department         $1,175.00

    Joanna F. Newdec   
    Senior Counsel/Financial Restructuring Department  $925.00

    Eric C. Seitz     
    Senior Attorney/Financial Restructuring Department $795.00

    Robert J. Shannon  
    Associate/Financial Restructuring Department       $675.00

    Eric T. Haitz      
    Associate/Financial Restructuring Department       $500.00

Akin Gump responds to the questions set forth in Section D of the
Revised UST Guidelines:

     (a) Akin Gump did not agree to any variations from, or
alternatives to, its standard or customary billing arrangements for
this engagement;

     (b) No rate for any of the professionals included in this
engagement varies based on the geographic location of the
bankruptcy case;

     (c) Akin Gump did not represent any member of the Committee
prior to its retention by the Committee, except as disclosed in the
Gibbs Declaration with respect to Serimax;

     (d) Akin Gump expects to develop a prospective budget and
staffing plan to reasonably comply with the U.S. Trustee's request
for information and additional disclosures, as to which Akin Gump
reserves all rights; and

     (e) The Committee has approved Akin Gump's proposed hourly
billing rates. The Akin Gump attorneys and paraprofessionals
staffed on the Debtors' Chapter 11 Cases, subject to modification
depending upon further development, are set forth above in
paragraph 13.

Charles R. Gibbs, partner of the firm of Akin Gump Strauss Hauer &
Feld LLP, attests that Akin Gump is a "disinterested person" within
the meaning of Bankruptcy Code section 101(14).

The Firm can be reached through:

     Charles R. Gibbs. Esq.
     Akin Gump Strauss Hauer & Feld LLP
     1700 Pacific Avenue, Suite 4100
     Dallas, TX 75201-4624
     Phone: 214-969-2800
     Fax: 214-969-4343
     Email: cgibbs@akingump.com

                   About Emas Chiyoda Subsea Limited

EMAS CHIYODA Subsea Limited (Bankr. S.D. Tex., Case No. 17-31146)
and its affiliates filed voluntary Chapter 11 petitions on Feb. 27,
2017.  The Company is an international heavy lift subsea, offshore
and onshore contractor offering engineering, procurement,
construction, transportation, installation, and commissioning
services at every stage of the project lifecycle to deliver complex
construction projects for customers. The case is assigned to Judge
Marvin Isgur.

The Debtors are represented by George N. Panagakis, Esq., Justin M.
Winerman, Esq., and Roy Leaf, Esq., at Skadden, Arps, Slate,
Meagher & Flom LLP, in Chicago, Illinois; Dominic McCahill, Esq.,
and Kathlene Burke, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, in London. The Debtors' co-counsel is John F. Higgins, Esq.,
Joshua W. Wolfshohl, Esq., Aaron J. Power, Esq., Brandon J. Tittle,
Esq., and Eric M. English, Esq., at Porter Hedges LLP, in Houston,
Texas.

The Debtors' managerial service provider is KPMG Services PTE. LTD.
The Debtors' claims and noticing agent is Epiq Bankruptcy
Solutions, LLC, WongPartnership LLP, as special Singapore counsel.

The Debtor's estimated assets is $500 million to $1 billion and its
estimated Liabilities is $100 million to $500 million.

Judy A. Robbins, the U.S. Trustee for Region 7, on March 21
appointed five creditors of EMAS CHIYODA Subsea Limited, et al., to
serve on the official committee of unsecured creditors.


EMAS CHIYODA: Committee Taps Alvarez & Marsal as Financial Advisors
-------------------------------------------------------------------
The Official Committee of Unsecured Creditors of EMAS Chiyoda
Subsea Limited seeks approval from the US Bankruptcy Court for the
Southern District of Texas, Houston Division, to retain Alvarez &
Marsal North America, LLC as financial advisors to the Committee.

Services to be rendered by the Advisor are:

     (a) assist in the review of cash flow budgets, liquidity and
operating results;

     (b) assist in the review of Court disclosures, including the
Schedules of Assets and Liabilities, the Statements of Financial
Affairs, Monthly Operating Reports, and Periodic Reports;

     (c) assist in the review of the Debtors' proposed
Debtor-In-Possession financing;

     (d) assist in the review of the Debtors' cost/benefit
evaluations with respect to the assumption or rejection of
executory contracts and/or unexpired leases;

     (e) assist in the analysis of any assets and liabilities and
any proposed transactions for which Court approval is sought;

     (f) assist in the review of the Debtors' proposed key employee
retention plan and key employee incentive plan;

     (g) attend meetings with the Debtor, the Debtors' lenders and
creditors, the Committee and any other official committees
organized in these chapter 11 cases, the U.S. Trustee, other
parties in interest, and professionals hired by the same, as
requested;

     (h) assist in the review of any tax issues;

     (i) assist in the investigation and pursuit of avoidance
actions;

     (j) assist in the review of the claims reconciliation and
estimation process;

     (k) assist in the review of the Debtors' business plan;

     (l) assist in the review of the sales or dispositions of the
Debtors' assets;

     (m) assist in the review and/or preparation of information and
analysis necessary for the confirmation of a plan in these chapter
11 cases; and

     (n) render such other general business consulting or such
other assistance as the Committee or its counsel may deem
necessary, consistent with the role of a financial advisor and not
duplicative of services provided by other professionals in these
chapter 11 cases.

A&M will be entitled to a fixed monthly basis of $150,000 per month
for the pendency of the proceedings. In addition to the foregoing
Monthly Fees, A&M will be entitled to a completion fee of $750,000.
The Completion Fee will be considered earned and payable, subject
to the Court's approval, upon the earliest to occur of the
confirmation of a chapter 11 plan of reorganization or liquidation,
and the sale of substantially all of the Debtors' assets. In
addition to the Monthly Fee and Completion Fee, A&M will be
entitled to reimbursement of actual and necessary expenses incurred
by A&M.

A&M is currently performing certain restructuring and financial
advisory services for Potential Party in Interest Gulfmark Offshore
Inc. and certain of its affiliates. Gulfmark is an unsecured
creditor in the Debtors' cases. It is A&M's understanding that,
other than an existing Gulfmark claim against the EMAS estate,
there is no ongoing business relationship or perceived dispute
between Gulfmark and the Debtors.

Kirkland & Ellis LLP  is identified a Potential Party in Interest
in the Chapter 11 Cases. K&E currently represents A&M and/or its
affiliates in matters unrelated to the Debtors and these Chapter 11
Cases and represents certain of the same clients as A&M. In
addition, certain partners or other persons or entities associated
with K&E have invested in A&M Capital Partners, LP.

Further, as part of its diverse practice, A&M appears in numerous
cases, proceedings and transactions that involve many different
professionals, including attorneys, accountants and financial
consultants, who may represent claimants and parties-in-interest in
the Debtors' cases.

Mark Greenberg, Managing Director with Alvarez & Marsal North
America, LLC, attests that A&M does not represent any other entity
having an interest adverse to the Committee in connection with this
case, and therefore believes it is eligible to represent the
Committee under section 1103(b) of the Bankruptcy Code.

The Firm can be reached through:

      Mark Greenberg
      Alvarez & Marsal North America, LLC
      600 Madison Avenue, 8th Floor
      New York, NY, 10022
      Tel: +1 212 759 4433
      Fax: +1 212 759 5532
      Email: mgreenberg@alvarezandmarsal.com

                  About Emas Chiyoda Subsea Limited

EMAS CHIYODA Subsea Limited (Bankr. S.D. Tex., Case No. 17-31146)
and its affiliates filed voluntary Chapter 11 petitions on Feb. 27,
2017. The Company is an international heavy lift subsea, offshore
and onshore contractor offering engineering, procurement,
construction, transportation, installation, and commissioning
services at every stage of the project lifecycle to deliver complex
construction projects for customers. The case is assigned to Judge
Marvin Isgur.

The Debtors are represented by George N. Panagakis, Esq., Justin M.
Winerman, Esq., and Roy Leaf, Esq., at Skadden, Arps, Slate,
Meagher & Flom LLP, in Chicago, Illinois; Dominic McCahill, Esq.,
and Kathlene Burke, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, in London. The Debtors' co-counsel is John F. Higgins, Esq.,
Joshua W. Wolfshohl, Esq., Aaron J. Power, Esq., Brandon J. Tittle,
Esq., and Eric M. English, Esq., at Porter Hedges LLP, in Houston,
Texas.

The Debtors' managerial service provider is KPMG Services PTE. LTD.
The Debtors' claims and noticing agent is Epiq Bankruptcy
Solutions, LLC, WongPartnership LLP, as special Singapore counsel.

The Debtor's estimated assets is $500 million to $1 billion and its
estimated Liabilities is $100 million to $500 million.

Judy A. Robbins, the U.S. Trustee for Region 7, on March 21
appointed five creditors of EMAS CHIYODA Subsea Limited, et al., to
serve on the official committee of unsecured creditors.


FOLTS HOME: Resident Falls Remain Ongoing Issue, PCO Says
---------------------------------------------------------
Krystal Wheatley, the Patient Care Ombudsman appointed for Folts
Home, et al., has filed a First Report before the U.S. Bankruptcy
Court for the Northern District of New York on April 12, 2017.

The PCO noted that a total number of reported incidents of resident
falls for the previous month of February and March are 40 and 30,
respectively. The PCO shared her concern of a staff shortage that
could create an environment for more falls to occur and requested a
copy of the staff schedule for review. On April 3, 2017, the PCO
made the Department of Health aware of the high volume of falls in
the facility.

Moreover, The PCO notified the Department Of Health of the observed
injury on the second-floor resident seen on April 5, 2017. Although
it appeared the facility took appropriate measures following the
fall incident of the observed resident, the PCO wanted to update
the DOH with falls being an ongoing issue in the facility. The PCO
also wanted to inform DOH of the staffing complaints throughout the
facility that may potentially be contributing to the high volume of
falls reported.

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

        http://bankrupt.com/misc/nynb17-60139-110.pdf

                      About Folts Home

Folts Home is a New York not-for-profit corporation and the owner
of a 163-bed long-term residential health care and rehabilitation
facility located at 100-122 North Washington Street, Herkimer, New
York. In addition to long-term skilled nursing and residential
care, Folts Home provides memory care to residents with dementia,
palliative care and respite care and operates an adult day care
program. Folts Home also offers rehabilitation services, such as
physical, occupational and speech therapy, on both inpatient and
out-patient bases. Currently, Folts Home has approximately 218
active employees. Approximately 124 of the employees are full-time,
60 are part-time and 34 employees are employed on a per diem basis.
None of Folts Home's employees are represented by labor unions.

Folts Adult Home, Inc. ("FAH"), also known as Folts-Claxton, is a
New York not-for-profit corporation and the owner of an 80-bed
adult residential center that was constructed in 1998 and is
located at 104 North Washington Street, Herkimer, New York. FAH
residents reside in separate apartments and are provided services
such as daily meals, laundry, housekeeping and medication
assistance. FAH has approximately 22 active employees.
Approximately 12 are full-time employees and 10 are part-time
employees. None of FAH's employees are represented by labor
unions.

Folts Home and FAH currently have average daily censuses of 145 and
69, respectively. Folts Home has 3 major payors: Medicare, Medicaid
and Excellus/Blue Cross. The majority of FAH residents Are
government subsidized, with 58% covered by Social Security
Insurance and 42% private pay.

Folts Home and Folts Adult Home, Inc., filed separate, voluntary
petitions for relief under Chapter 11 of the  Bankruptcy Code
(Bankr. N.D.N.Y. Case Nos. 17-60139 and 17-60140, respectively) on
Feb. 16, 2017. The Chapter 11 cases are being jointly administered
under Bankruptcy Rule 1015(b) pursuant to an order of the Court.

Folts Home and Folts Adult Home, Inc., through duly-appointed
receivers HomeLife at Folts, LLC and HomeLife at Folts-Claxton,
LLC, continue to operate their skilled nursing home and adult
residence businesses, respectively, and manage their properties as
debtors in possession.

William K. Harrington, the U.S. Trustee for Region 2, appointed
Krystal Wheatley as patient care ombudsman for the Debtors.


FOOTE AVENUE: Taps James Joyce as Legal Counsel
-----------------------------------------------
Foote Avenue Construction, LLC seeks approval from the U.S.
Bankruptcy Court for the Western District of New York to hire legal
counsel.

The Debtor proposes to hire James Joyce, Esq., to give legal advice
regarding its duties under the Bankruptcy Code, and provide other
legal services related to its Chapter 11 case.  Mr. Joyce will
charge an hourly rate of $250 for his services.

In a court filing, Mr. Joyce disclosed that he does not hold or
represent any interest adverse to the Debtor's bankruptcy estate.

Mr. Joyce maintains an office at:

     James M. Joyce, Esq.
     4733 Transit Road
     Buffalo, NY 14043
     Phone: (716) 656-0600
     Email: jmjoyce@lawyer.com

                About Foote Avenue Construction

Foote Avenue Construction, LLC sought protection under Chapter 11
of the Bankruptcy Code (Bankr. W.D.N.Y. Case No. 17-10652) on April
3, 2017.  The petition was signed by John Noe, officer and member.
The case is assigned to Judge Carl L. Bucki.


GABRIELLE LAVERNE BROWN: U.S. Trustee Names Joseph Rodrigues as PCO
-------------------------------------------------------------------
Tracy Hope Davis, the United States Trustee for Region 17, notified
the U.S. Bankruptcy Court for the Northern District of California
of the appointment of Joseph Rodrigues as Patient Care Ombudsman
for Gabrielle Laverne Brown, dba Sonoma Serenity House.

The Appointment was made pursuant to the Court's Order for
Appointment of Health Care Ombudsman and Order to Show Cause about
the Appointment of Chapter 11 Trustee.

Joseph Rodrigues can be reached at:

     Joseph Rodrigues
     State Long-Term Care Ombudsman
     Office of the State Long-Term Care Ombudsman
     California Department of Aging
     1300 National Drive, Suite 200
     Sacramento, CA 95834
     Tel.: (916) 419-7510

Gabrielle Laverne Brown filed a pro se Chapter 11 petition (Bankr.
N.D. Cal. Case No. 17-10255) on April 6, 2017.


GARY DEAN ROGERS: Selling Lubbock Property for $154K
----------------------------------------------------
Gary Dean Rogers asks the U.S. Bankruptcy Court for the Western
District of Texas to authorize the sale of his interest in real
property including improvements commonly referred to as 5006 Jarvis
Street, Lubbock, Texas, to Bingkun Ma and Xiangge Wang for
$153,500.

Objections, if any, must be submitted 21 days from the date of
service.

The Debtor owns the Lubbock Property.  A single-family home is
located on the Lubbock Property.  It has been on the market since
approximately August 2016.  The proposed sale price is the highest
and best written offer the Debtor has received since the Lubbock
Property has been on the market.

The Buyers have entered into a One to Four Family Residential
Contract (Resale) with the Debtor to purchase the Lubbock Property,
with the sale being contingent upon the Court's approval for
$153,500.  The sale will be made free and clear of all liens,
claims, interests and encumbrances.

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

    http://bankrupt.com/misc/Gary_Rogers_230_Sales.pdf

To the best of the Debtor's knowledge, there are no consensual
liens on the Lubbock Property.

The Debtor's listing agent for the sale is Rod Reynolds of Lyons
Realty.  The application to employ Lyons Realty was granted on
Sept. 22, 2016.  The Buyers are represented by a realtor in the
transaction.  Under the Residential Real Estate Listing Agreement,
Exclusive Right to Sell, Lyons Realty is to be paid a commission
equal to 5% of the Purchase Price at closing.  Pursuant to the
Contract, Lyons Realty is to pay 3% commission to the Buyers'
broker from its commission.  No more than a total of 5% in
commissions will be paid.

At closing to the extent that there are ad valorem taxes due and
owing on the Lubbock Property, such claims will be paid in full.
Further, the Debtor asks to pay all other normal and customary
closing costs and fees.

In the exercise of his business judgment, the Debtor has determined
that the proposed sale to Buyer, is, at present, the highest and
best offer under the circumstances and will maximize the value to
the estate.  Accordingly, the Debtor asks that the Court (i)
approves the sale to the Buyers pursuant to the terms of the
Contract; (ii) authorizes the payment at closing of the Broker's
commission under the Contract, ad valorem taxes and other customary
closing fees and costs; and (iii) for other such relief as the
Debtor may be entitled.

The Purchasers can be reached at:

          Bingkun Ma and Xiangge Wang
          EXIT REALTY OF LUBBOCK
          Attn: Rosa McGuire
          Telephone: (806) 771-3900
          Facsimile: (806) 771-3948
          E-mail: rosa@lubbockrealestateonline.com

                  About Gary Dean Rogers

Gary Dean Rogers -- also known as G D Rogers, doing business as
Rogers Construction, doing business as Rogers General Construction
-- sought Chapter 11 protection (Bankr. W.D. Tex. Case No.
16-10404) on April 4, 2016.  Wayne Kitchens, Esq., at Hughes
Watters Askanase, LLP, serves as counsel.


GATOR EQUIPMENT: Seeks to Refinance Regions' Debt Under New Plan
----------------------------------------------------------------
Gator Equipment Rentals of Iberia, LLC, et al., filed with the U.S.
Bankruptcy Court for the Western District of Louisiana an amended
and supplemented disclosure statement dated April 21, 2017, in
support of the Debtors' joint Chapter 11 plan of reorganization.

The Debtors and Regions Bank have engaged in productive discussions
concerning the restructuring of debt owed to Regions Bank. The
latest Plan contemplates a roughly 18-month period in which Debtors
(or Reorganized Debtors) will seek financing to retire the Regions
Bank debt. The Debtors recognized the risks associated with this
plan.  However, the Debtors have been advised by their financial
advisors that such refinancing is possible and likely.  Thus,
Debtors are confident that they will be able to refinance the
Regions Bank debt with the timeframe contemplated in the Plan.

In the event Debtors (or Reorganized Debtors) are unable to obtain
refinancing, the Plan contemplates an auction of Reorganized
Debtors as a going concern with the purchaser at auction assuming
Reorganized Debtors' obligation under the Plan.  However, should
such going-concern sale be unsuccessful, Reorganized Debtors will
be liquidated through an asset sale with any liens attaching to the
proceeds of such sale.

Class 1 under the latest plan consists of the allowed secured
claims of Regions Bank. Regions Bank's Secured Claim shall be fixed
and Allowed, as of the Petition Date, in the amount of (a)
$4,446,988.62, plus (b) interest accruing at the rate of $1,061.36
per diem thereafter, plus (c) attorneys' fees and costs from August
31, 2016, until the Petition Date, plus (d) attorneys' fees and
costs from the Petition Date until the Confirmation Date to the
extent allowed pursuant to Bankruptcy Code § 506(b), plus (e) any
additional fees, costs and expenses due under the Regions Loan
Documents after the Confirmation Date.

The latest plan also modified the classes of the claimants and
their treatment. A new class consists of the allowed Iberia general
unsecured claims. Classified in Class 6, each holder of an allowed
Iberia general unsecured claim shall receive 100% of such Claim.
Each Holder of an allowed Iberia general unsecured claims shall be
paid in equal quarterly installments beginning on the 15th day of
the calendar quarter after the Class 1 Claim of Regions Bank has
been paid in full and continuing on the 15th of each succeeding
calendar quarter thereafter for 19 calendar quarters until such
holder has received an amount equal to one 100% percent of such
Claim. Each holder of an allowed Iberia general unsecured may elect
to have their claim reduced to a maximum amount of $500 and
thereafter be treated as a Class 6 claim. This class is impaired.

Property of the estates, together with any property of Debtors that
is not Property of the estates and that is not specifically
disposed of pursuant to the Plan, shall revest in Debtors on the
Confirmation Date. All such property shall become the property of
Reorganized Debtors on the Effective Date, free and clear of any
and all liens, claims, and interests except as provided otherwise
under the Plan.

The Amended Disclosure Statement is available at:

           http://bankrupt.com/misc/lawb16-51667-282.pdf

The Troubled Company Reporter previously reported that holders of
general unsecured claims in Iberia Class 2, Fourchon Class 1, and
Crane Class 3 will receive 100% of their allowed claims. Each
holder of Allowed Claims in Iberia Class 2, Fourchon Class 1, and
Crane Class 3 will be paid in equal quarterly installments
beginning on the 15th day of the calendar quarter after the Gator
Class 1 Claim of Regions Bank has been paid in full and continuing
on the 15th of each succeeding calendar quarter thereafter for 19
calendar quarters until the holder has received an amount equal to
100% of the claim.  The Debtors estimate that the aggregate amount
of Allowed Iberia Class 2, Fourchon Class 1, and Crane Class 3
Claims is $309,917.66.

         About Gator Equipment Rentals of Iberia

Gator Equipment Rentals of Iberia, LLC, Gator Equipment Rental of
Fourchon, LLC, Gator Crane Services, LLC, and Gator Equipment
Rentals, LLC, are engaged in the equipment rental business.  Most
of the equipment rented is used in the construction and oil and
gas
industries.

The Debtors filed Chapter 11 petitions (Bankr. W.D. La. Lead Case
Nos. 16-51667) on Dec. 5, 2016.  Judge Robert Summerhays oversees
the Debtors' cases.  The Debtors are represented by Paul Douglas
Stewart, Jr., Esq., Brandon A. Brown, Esq., and Ryan J. Richmond,
Esq., at Stewart Robbins & Brown LLC.  They also have employed
BlackBriar Advisors, LLC to provide a chief restructuring officer;
and Gordon Brothers Asset Advisors, LLC as equipment appraisers.

Gator Equipment Rentals of Iberia and Gator Equipment Rentals of
Fourchon each listed under $50,000 in assets and between $1
million
and $10 million in liabilities.  Gator Crane Service, and Gator
Equipment Rentals listed between $1 million and $10 million in
both
assets and liabilities.


GENTLEPRO HOME: Can Use CAN Capital Cash Collateral Until May 25
----------------------------------------------------------------
Judge Janet S. Baer of the U.S. Bankruptcy Court for the Northern
District of Illinois authorized Gentlepro Home Health Care, Inc. to
use the cash collateral until May 25, 2017 on an interim basis.

The Debtor has acknowledged that there exists a valid lien upon its
assets, and the cash proceeds thereof by CAN Capital who holds a
security interest in substantially all the assets of the Debtor by
way of lien duly filed of which the amount of $79,014 is still due
and owing, as of the Petition Date.

Judge Baer acknowledged that an immediate need exists for the
Debtor to use the pre-petition collateral, including the cash
collateral since the Debtor is unable to obtain, on an immediate
basis, credit allowable under the Code.

CAN Capital will receive a security interest in and replacement
lien upon all of the Debtor's now or hereafter acquired property,
real or personal, whether in existence before or after the Petition
Date including, without limitation, accounts receivable, inventory,
machinery and equipment, and the proceeds and products thereof, to
the extent actually used and for the diminution in value of CAN
Capital's collateral. Such replacement lien will be the same lien
as existed as the pre-petition valid liens of record.

The Debtor is directed to make interim monthly adequate protection
payments to CAN Capital in the amount of $1,400. The payments are
provisional pending a final order.

In addition to and as a supplement to the foregoing protections,
the Debtor will maintain insurance covering the full value of all
collateral, and will permit on site inspection of such collateral,
policies of insurance, and financial statements, including monthly
operating reports. Moreover, the Debtor will maintain a separate
operating account, where the Debtor will deposit and maintain all
cash and all proceeds of accounts receivable, inventory, contract
rights, and general intangibles.

The final hearing on the use of cash collateral will take place on
May 25, 2017 at 10:00 a.m.

A full-text copy of the Interim Order, dated April 25, 2017, is
available at http://tinyurl.com/l2wvscy


             About Gentlepro Home Health Care

Gentlepro Home Health Care, Inc., filed a Chapter 11 petition
(Bankr. N.D. Ill. Case No. 17-11377). The Petition was signed by
Edith Querubin, President.  The case is assigned to Judge Janet S.
Baer.  The Debtor is represented by Joshua D. Greene at the firm of
Springer Brown, LLC. At the time of filing, the Debtor had $50,000
to $100,000 in estimated assets and $100,000 to $500,000 in
estimated liabilities.


GEORGE STREET: Allowed to Use DBTCA Cash Collateral Until May 12
----------------------------------------------------------------
Judge Deborah L. Thorne of the U.S. Bankruptcy Court for the
Northern District of Illinois signed an Agreed Order authorizing
George Street Investors, LLC to use cash collateral to pay
post-petition expenses to third parties during the period of April
5, 2017 through May 12, 2017.

The Receiver, Daniel J. Hyman of Millennium Properties Real Estate,
Inc. is authorized to use cash collateral to pay post-petition
expenses to third parties in accordance with that certain Order
Appointing Receiver for Non-Residential Property entered in the
Circuit Court of Cook County, in Case No. 2016 CH 11079 as
consolidated with Case No. 2016 CH 11080 on December 16, 2016.

The approved Budget provides the Debtor's cash needs of
approximately $32,652 for the period beginning April 5, 2017
through May 14, 2017.
  
In return for the Debtor's continued interim use of cash
collateral, Deutsche Bank Trust Company Americas, as Trustee for
the Registered Holders of UBS-Citigroup Commercial Mortgage Trust
2012-C1, Commercial Mortgage Pass-through Certificates, Series
2012-C1, by Rialto Capital Advisors, LLC, as Special Servicer and
Attorney-in-Fact is granted following adequate protection for their
asserted security interests and liens in the rents derived from the
property located at 2852-56 N. Southport, Chicago, Illinois, and
continuing around the corner to 1411 W. George Street, Chicago,
Illinois:

   (a) The Debtor and/or the Receiver will permit Deutsche Bank
full and reasonable access to inspect, review and photocopy or
otherwise duplicate the Debtor's books, records and place of
business;

   (b) The Debtor and/or the Receiver will maintain and pay
premiums for adequate insurance to cover the Property from fire,
theft and water damage.

   (c) The Debtors and/or the Receiver will make available to
Deutsche Bank evidence of that which constitutes its collateral or
proceeds.

   (d) The Debtors and/or the Receiver will provide Deutsche Bank a
variance report reflecting the actual cash receipts and
disbursements for the preceding week from those reflected in the
Budget for that week;

   (e) The Debtors and/or the Receiver will provide Deutsche Bank
additional financial reporting as to its rental income and
expenditures, and the status of its operations.

   (f) The Debtors and/or the Receiver will properly maintain the
Property in good repair and properly manage the Property,
including, without limitation, in accordance with the Order
Appointing Receiver;

   (g) Deutsche Bank is granted a valid, perfected and enforceable
replacement liens and security interests in post-petition rents,
proceeds and any other collateral of the Debtor, in the same
priority and to the same extent as existed pre-petition.

A final hearing on the Debtor's Motion is scheduled to take place
on May 11, 2017 at 2:00 p.m.

A full-text copy of the Agreed Order, dated April 25, 2017, is
available at http://tinyurl.com/kpum3k7

Deutsche Bank Trust Company Americas is represented by:

          Edward S. Weil, Esq.
          Jonathan E. Aberman, Esq.
          Maria A. Diakoumakis, Esq.
          Mark A. Silverman, Esq.
          DYKEMA GOSSETT PLLC
          10 South Wacker Drive, Suite 2300
          Chicago, Illinois 60606
          Telephone: (312) 876-1700
          Facsimile: (312) 876-1155
          Email: eweil@dykema.com
                    jaberman@dykema.com
                    mdiakoumakis@dykema.com
                    msilverman@dykema.com

Daniel J. Hyman, the Receiver, is represented by:

          Richard C. Perna, Esq.
          Fuchs & Roselli, Ltd.
          440 West Randolph, Ste. 500
          Chicago, IL 60606
          Telephone: (312) 651-2409
          Facsimile: (312) 651-2489
          Email: rperna@frltd.com


                About George Street Investors

George Street Investors, LLC, is the owner of real property located
at 2852-56 N. Southport, Chicago, Illinois, and continuing around
the corner to 1411 W. George Street, Chicago, Illinois, consisting
of eight residential apartments and ground floor retail.

George Street Investors sought Chapter 11 protection (Bankr. N.D.
Ill. Case No. 17-10806) on April 5, 2017, estimating assets and
liabilities in the range of $1 million to $10 million.  The
petition was signed by Arthur Holmer, managing member of Weiland
Ventures, LLC.

Judge Timothy A. Barnes is assigned to the case.

The Debtor tapped Scott R Clar, Esq., at Crane, Heyman, Simon,
Welch & Clar, as counsel.


GRAFTECH INTERNATIONAL: Incurs $26.3M Net Loss in First Quarter
---------------------------------------------------------------
Graftech International Ltd. filed with the Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $26.34 million on $104.7 million of net sales for the three
months ended March 31, 2017, compared to a net loss of $36.37
million on $95.57 million of net sales for the three months ended
March 31, 2016.

As of March 31, 2017, Graftech had $1.16 billion in total assets,
$607.74 million in total liabilities and $555.88 million in total
stockholders' equity.

The Company believes that it has adequate liquidity to meet its
needs.  As of March 31, 2017, it had cash and cash equivalents of
$18.5 million, long-term debt of $369.2 million, short-term debt of
$10.4 million and stockholder's equity of $556 million.

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

                     https://is.gd/OxJGMs

                  About Graftech International

Headquartered in Independence, Ohio, Graftech International Ltd. --
http://www.graftech.com-- is a manufacturer of a broad range of
high quality graphite electrodes, products essential to the
production of electric arc furnace steel and various other ferrous
and nonferrous metals.

Graftech reported a net loss of $235.8 million on $437.9 million of
net sales for the year ended Dec 31, 2016.  Graftech had a net loss
of $33.5 million on $193.1 million of net sales for the period Aug.
15, 2015, through Dec. 31, 2015, and its predecessor had a net loss
of $120.6 million on $339.9 million of revenue for Jan. 1 to Aug.
14, 2015.

                        *    *    *

As reported by the TCR on March 15, 2016, Standard & Poor's Ratings
Services said it lowered its corporate credit rating on GrafTech
International two notches to 'CCC+' from 'B'.

Graftech carries a 'Ba3' corporate family rating from Moody's
Investors Service.


GRAND ABBACO: Approval of Drew Dillworth as Ch. 11 Trustee Sought
-----------------------------------------------------------------
Guy G. Gebhardt, the Acting United States Trustee for Region 21,
asks the U.S. Bankruptcy Court for the Southern District of Florida
to enter an order approving the appointment of Drew M. Dillworth as
Chapter 11 Trustee for Grand Abbaco Development of Village West
Corporation.

The Acting U.S. Trustee has consulted with: (a) Morgan B. Edelboim,
Counsel for non-debtor affiliates of Debtor; (b) Paul Joseph
McMahon, Counsel for Island Holiday, LLC, interested party; (c)
Julio Marrero, Shareholder of Debtor; and (d) Drew M. Dillworth,
Chapter 11 Trustee for affiliate-debtor Nassau Development of
Village, Case No. 15-27691-AJC, and Peter Russin, counsel for Drew
M. Dillworth, regarding the appointment of the Chapter 11 Trustee.

Grand Abbaco Development of Village West Corp. sought protection
under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No.
16-14286) on March 27, 2016.  The Debtor is represented by Michael
Marcer, Esq., at Marrero, Chamizo, Marcer Law, LP.


GREAT BASIN: Principal Amount of Series B Notes Down to $1.4M
-------------------------------------------------------------
As previously disclosed, on April 17, 2017, Great Basin Scientific,
Inc., entered into new 2017 Series B Senior Secured Convertible
Notes, for an aggregate principal amount of $6.2 million.  The
notes are not convertible at the option of the holder until Oct.
17, 2017, at a fixed conversion price of $3.00 per share.  The
Series B Notes may be mandatorily converted into shares of the
Company's common stock at any time at the Company's sole option,
subject to the satisfaction of customary equity conditions, at the
mandatory conversion price then in effect.

On April 21, 2017, $1.5 million was released from the restricted
cash accounts and returned to the Series B Note holders thereof.
Pursuant to the terms of the Series B Notes, the holder's principal
amount of the Series B Notes was reduced on a dollar for dollar
basis for each dollar of restricted cash released to the holder.
Accordingly, the principal amount of the remaining Series B Notes
was reduced from $2.9 million to $1.4 million, which remains
available for conversion at the Company's sole discretion pursuant
to the terms of the Series B Notes.

                     About Great Basin

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

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

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

As of Dec. 31, 2016, Great Basin had $73.39 million in total
assets, $129.4 million in total liabilities and a total
stockholders' deficit of $55.98 million.


GRIER BROS: Taps Herbert C. Broadfoot as Legal Counsel
------------------------------------------------------
Grier Bros. Enterprises, Inc. seeks approval from the U.S.
Bankruptcy Court for the Northern District of Georgia to hire legal
counsel in connection with its Chapter 11 case.

The Debtor proposes to hire Herbert C. Broadfoot II, PC to, among
other things, give legal advice regarding its duties under the
Bankruptcy Code, conduct examinations, and represent the Debtor in
connection with the preparation of a bankruptcy plan.

Broadfoot charges $375 per hour for the services of its attorneys.

Prior to the Debtor's bankruptcy filing, the firm received a
retainer in the amount of $20,000, of which $1,717 was paid to the
Clerk of the Court at the time of filing and $1,000 was paid to the
firm for its pre-bankruptcy services.

Herbert Broadfoot, Esq., disclosed in a court filing that he and
his firm do not hold or represent any interest adverse to the
Debtor or its bankruptcy estate.

The firm can be reached through:

     Herbert C. Broadfoot, II, Esq.
     Herbert C. Broadfoot II, PC
     Suite 200
     3343 Peachtree Road, NE
     Atlanta, GA 30326
     Tel: (404) 926-0058
     Fax: (404) 926-0055
     Email: bert@hcbroadfootlaw.com

                  About Grier Bros. Enterprises

Based in Atlanta, Georgia, Grier Bros. Enterprises, Inc. provides
trucking or transfer services.

The Debtor sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. N.D. Ga. Case No. 17-56817) on April 13, 2017.  The
petition was signed by Wayne Grier, president.  

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


GULFMARK OFFSHORE: Class A Common Stock Delisted from NYSE
----------------------------------------------------------
The New York Stock Exchange LLC filed a Form 25 with the Securities
and Exchange Commission notifying the removal from listing or
registration of GulfMark Offshore, Inc.'s class A common stock on
the Exchange.

                    About Gulfmark Offshore

GulfMark Offshore, Inc., a Delaware corporation, was incorporated
in 1996.  The Company provides offshore marine support and
transportation services primarily to companies involved in the
offshore exploration and production of oil and natural gas.  The
Company's vessels transport materials, supplies and personnel to
offshore facilities, and also move and position drilling and
production facilities.  The majority of the Company's operations
are conducted in the North Sea, offshore Southeast Asia and
offshore the Americas.  The Company currently operates a fleet of
73 owned or managed offshore supply vessels, or OSVs, in the
following regions: 30 vessels in the North Sea, 13 vessels offshore
Southeast Asia, and 30 vessels offshore the Americas.  The
Company's fleet is one of the world's youngest, largest and most
geographically balanced, high specification OSV fleets.  The
Company's owned vessels have an average age of approximately nine
years.

GulfMark incurred a net loss of $202.97 million in 2016 following a
net loss of $215.23 million in 2015.  The Company's balance sheet
at Dec. 31, 2016, showed $1.05 billion in total assets, $604.3
million in total liabilities and $449.6 million in total
stockholders' equity.

KPMG LLP, in Houston, Texas, issued a "going concern" qualification
in its report on the consolidated financial statements for the year
ended Dec. 31, 2016, noting that the Company expects to be in
violation of certain of their financial covenants which will result
in the Company's debt becoming subject to acceleration, which raise
substantial doubt about its ability to continue as a going
concern.


                       *     *     *

In March 2017, S&P Global Ratings lowered its corporate credit
rating on U.S.-based offshore service provider GulfMark Offshore to
'D' from 'CCC-'.  "Gulfmark has entered into a 30-day-grace period
to make the March 15 interest payment on its 6.375% senior
unsecured notes due 2022," said S&P Global Ratings credit analyst
Kevin Kwok.  "The 'D' corporate credit and issue-level ratings
reflect our expectation that company will not make the interest
payment within the 30-day-grace period, and will instead seek a
debt restructuring," he added.

In March 2017, Moody's Investors Service downgraded GulfMark's
Corporate Family Rating (CFR) to 'Ca' from 'Caa3', Probability of
Default Rating (PDR) to 'Ca-PD' from 'Caa3-PD', and senior
unsecured notes to 'C' from 'Ca.


GYMBOREE CORP: 3 Executives Received $640,000 Retention Bonuses
---------------------------------------------------------------
The Compensation Committee of the Board of Directors of The
Gymboree Corporation authorized individual retention bonus awards
for certain senior executive officers, including three of the
Company's named executive officers, Andrew North, chief financial
officer; Kimberly Sentovich, executive vice president of Stores and
Logistics; and Elizabeth Schumacher, executive vice president,
general manager of Gymboree and Gymboree Outlet, who are each
eligible to receive a retention bonus under the agreement in the
amount of $205,000, $222,500 and $212,500, respectively.  The
retention bonuses were paid on April 21, 2017.  Each recipient's
retention bonus entitlement is set forth in a retention bonus
agreement in a form approved by the Committee.  Recipients are
required to repay the after-tax value of the unvested portion of
his or her retention bonus if the recipient's employment terminates
before Feb. 3, 2018, other than if the recipient is terminated by
the Company without "cause" or upon the recipient's death or
disability.  The retention bonus will vest and no longer be subject
to repayment upon achievement of certain milestones through Feb. 3,
2018.

                About The Gymboree Corporation

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

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

Gymboree Corp. reported net income attributable to the Company of
$70.68 million for the 26 weeks ended July 30, 2016.  For the year
ended Jan. 30, 2016, the Company reported a net loss attributable
to the Company of $10.17 million compared to a net loss
attributable to the Company of $574.10 million for the year ended
Jan. 31, 2015.

As of Jan. 28, 2017, Gymboree had $755.49 million in total assets,
$1.36 billion in total liabilities and a total deficit of $609.14
million.

                       *     *     *

In January 2017, S&P Global Ratings lowered its corporate credit
rating on The Gymboree Corp. to 'CC' from 'CCC+'.  The outlook is
negative.  "The downgrade reflects significant near-term
refinancing requirements, limited liquidity, and continuing weak
operating performance.  We expect further profitability erosion in
the upcoming quarters and we believe the company could announce a
distressed debt restructuring transaction over the next two
quarters," said credit analyst Samantha Stone.

As reported by the TCR on Nov. 7, 2016, Moody's Investors Service
downgraded The Gymboree Corporation's Corporate Family Rating to
Caa3 from Caa1 and Probability of Default Rating to Caa3-PD from
Caa1-PD.  The downgrade of the Corporate Family Rating to Caa3
reflects Gymboree's weak operating performance and deteriorating
liquidity.  Net sales and EBITDA fell 4% and 49%, respectively, in
the quarter ended July 30, 2016 due to weak customer traffic and
margin pressure from inventory clearance activity.


HAVEN CHICAGO: Wants Plan, Disclosures Deadline Extended to June 2
------------------------------------------------------------------
Haven Chicago LP asks the U.S. Bankruptcy Court for the NOrthern
District of Illinois to extend the time to file its plan and
disclosure statement until June 2, 2017.

A hearing to consider the Debtor's request is set for May 12, 2017,
at 11:00 a.m.

The Court has set a deadline of May 2, 2017, to file the Plan and
Disclosure Statement.

The Debtor's management has been requested by counsel fro Sehoy
Energy LP and Dean Ketcham to provide documents and submit
examination under Bankruptcy Rule 2004.  The Debtor has voluntarily
responded to the request and the Debtor's principal, Albert
Adriani, agreed to and has submitted to examination, but there is
an ongoing dispute regarding document production.

In order to avoid the additional cost and expense of preparing the
Plan and Disclosure Statement that may be opposed and in an attempt
to resolve the document dispute prior to filing the Plan, the
Debtor requests an extension to and including June 2, 2017, to file
the Plan and Disclosure Statement.  

The Debtor assures the Court that it is current with its reporting
obligations and other obligations under the Bankruptcy Code.  The
Debtor's monthly operating reports indicate that the Debtor has a
positive cash position since filing.  The Debtor requests a
continuance to prepare and file an appropriate Plan and Disclosure
Statement.

As reported by the Troubled Company Reporter on March 16, 2017, the
Court previously extended, at the behest of the Debtor, the time
for the Debtor to file a plan and disclosure statement to May 2,
2017.

                      About Haven Chicago LP

Haven Chicago LP sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. N. D. Ill. Case No. 16-35506) on Nov. 7,
2016.  The petition was signed by Albert Adriani, manager.  

The case is assigned to Judge Jack B. Schmetterer.

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

Richard G. Larsen, Esq., at Springer Brown, LLC, serves as the
Debtor's bankruptcy counsel.


HAVEN REAL ESTATE: Wants June 2 Deadline for Plan, Disclosures
--------------------------------------------------------------
Haven Real Estate Focus Fund LP asks the U.S. Bankruptcy Court for
the Northern District of Illinois to extend the time for the Debtor
to file its plan and disclosure statement until June 2, 2017.

A hearing to consider the Debtor's request will be held on May 12,
2017, at 11:00 a.m.

The Court has set a deadline of May 2, 2017, to file the Plan and
Disclosure Statement.

The Debtor's management has been requested by counsel for Sehoy
Energy LP and Dean Ketcham to provide documents and submit to
examination under the Bankruptcy Rule 2004.  The Debtor has
voluntarily responded to the request and the Debtor's principal,
Albert Adriani, agreed to and has submitted to examination, but
there is an ongoing dispute regarding document production.

In order to avoid the additional cost and expense of preparing the
Plan and Disclosure Statement that may be opposed and in an attempt
to resolve the document dispute prior to filing the Plan, the
Debtor requests an extension to and including June 2, 2017, to file
the Plan and Disclosure Statement.  

The Debtor assures the Court that it is current with its reporting
obligations and other obligations under the Bankruptcy Code.  

                       About Haven Real

Haven Real Estate Focus Fund LP sought protection under Chapter 11
of the Bankruptcy Code (Bankr. N. D. Ill. Case No. 16-35511) on
Nov. 7, 2016.  The petition was signed by Albert Adriani, manager.

The case is assigned to Judge Pamela S. Hollis.  The Debtor hires
Springer Brown, LLC, as legal counsel.

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


HELIOPOWER INC: Wants to Use Sierra Nevada Solar Cash Collateral
----------------------------------------------------------------
Heliopower Inc. seeks authorization from the U.S. Bankruptcy Court
for the District of Nevada to use cash collateral on an interim
basis.

The Debtor depends on the revenues from the solar business, in
part, to maintain its business operations, payroll and all other
necessary expenses for the business.  The Debtor claims that if it
is denied the ability to use the revenues, the Debtor will be
unable to maintain its solar business and the income stream
generated therefrom. Moreover, the Debtor claims that without the
ability to use the cash collateral, including the revenues, it will
be forced to abandon its solar business to the detriment of the
estate, its creditors and other parties in interest. Accordingly,
the Debtor proposes that the Court authorize the use of cash
collateral on an interim basis in accordance with the Budget.

The proposed budget for the use of cash during the next 8 months,
from May 2017 through December 2017, reflects total expenses of
approximately $6,629,353. The Budget provides for payment of
postpetition operating expenses and expenses of administrating the
Chapter 11 Case including, mainly, costs and expenses necessary to
maintain and operate the restaurant, other expenses in respect of
the Debtor's day-to-day operations, and professional fees and
expenses associated with the administration of this Chapter 11
Case.

In exchange for the use of cash collateral, the Debtor will
maintain a detailed accounting of all expenses funded by the cash
collateral generated by its business. The Debtor will also timely
file its monthly operating reports as required in its Chapter 11
bankruptcy case.

Sierra Nevada Solar, Inc. loaned the Debtor $182,218 in exchange
for a security interest in the Debtor's assets, pursuant to a
business loan agreement .

The Debtor asserts that Sierra Nevada Solar will be adequately
protected by virtue of the Debtor's continued operation of its
business and the expenditure of cash maintaining its business, as
the Debtor anticipates generating positive cash flow from operating
its business. Thus, new cash and cash-generating assets, including
accounts receivable, will become available for replacement liens at
a greater rate than cash is spent.

Accordingly, Sierra Nevada Solar will be provided with
post-petition replacement liens and security interests to the
extent of any diminution in value of the prepetition collateral,
but subject to the Carve-Out rights and security interests granted
to any debtor in possession lender.

To the extent that such contractors or entities other than Sierra
Nevada Solar, hold valid, duly perfected, non-avoidable liens that
are superior to all other liens on the relevant collateral, the
Debtor also proposes that such entities be granted replacement
liens on the proceeds of such Other Lienholders' collateral, to the
extent of the diminution of value of such collateral, which liens
will have the same priority, validity, force and effect as the lien
that they replace.

A full-text copy of the Debtor's Motion, dated April 25, 2017, is
available at https://is.gd/GuvoSP

A copy of the Debtor's Budget is available at https://is.gd/deLEnR




About Heliopower Inc.

Founded in 2001 and based in Murrieta, California, HelioPower
operates as a solar system integrator.  It sells and installs
renewable energy systems and remote power solutions for
residential, commercial, and field applications.

                  Web site: http://www.heliopower.com/

Heliopower Inc. filed a Chapter 11 petition (Bankr. D. Nev. Case
No. 17-12099), on April 25, 2017. The Petition was signed by
Maurice Rousso, president. The Debtor is represented by Samuel A.
Schwartz, Esq. at Schwartz Flansburg PLLC. At the time of filing,
the Debtor had estimated both assets and liabilities ranging from
$1 million to $10 million.


HERMAN ROSS: Creditor Seeks Trustee Appointment
-----------------------------------------------
Randi Ross, a creditor of Herman Ross, asks the U.S. Bankruptcy
Court for the District of Nevada to enter an Order directing the
appointment of a Chapter 11 Trustee for the Debtor.

According to the creditor, the Debtor has been under the protection
from his creditors by the United States Bankruptcy Code since June
of 2016 and has never made any effort to comply with the
requirements of the Bankruptcy Code.  The Debtor never made any
payments to a Chapter 13 trustee and the Operating Reports required
by the Bankruptcy Rules have not been filed, the creditor said.
The creditor added that the filings required by the Bankruptcy Code
to accompany the small business filing have likewise, not been
filed.

Moreover, the Creditor stated that the Debtor's filings and
schedules show that he has made $240,000.00 a year from his
company, not counting all the additional prerequisites that the
company pays for him which he doesn't include in his income. The
one Operating Report which the Debtor filed shows receipts of
$24,000.00 and expenditures of $24,000.00. The Creditor complained
that receipts do not jibe with the Debtor's schedules and
statements.

Therefore, the Creditor asserts that it would be in the best
interest of the Creditors to appoint a trustee to run the business
for the Debtor so that its value can be recovered for the
Creditors.

The Creditor is represented by:

     William L. McGimsey, Esq.
     WILLIAM L. McGIMSEY
     A Professional Corp.
     7473 W. Lake Mead Blvd., Suite 100
     Las Vegas, NV 89128
     Tel.: (702) 382-9948
     Email: lawoffices601@lvcoxmail.com

The Chapter 11 bankruptcy case is, In re: Herman Ross (Bankr. D.
Nev. Case No. 16-13395).


HIGH COUNTRY FUSION: Case Summary & 18 Top Unsecured Creditors
--------------------------------------------------------------
Debtor: High Country Fusion Co., Inc.
        P.O. Box 509
        Fairfield, ID 83327

Case No.: 17-40347

Business Description: High Country Fusion -- http://hcfusion.com
                      -- is engaged in the sale and service of
                      specialty plastic products.  It manufactures
                      high density polyethylene (HDPE), custom
                      fabricated, and standard polyethylene pipes.

Chapter 11 Petition Date: April 27, 2017

Court: United States Bankruptcy Court
       District of Idaho (Twin Falls)

Judge: Hon. Jim D Pappas

Debtor's Counsel: Joseph M Meier, Esq.
                  COSHO HUMPHREY, LLP
                  P. O. Box 9518
                  1501 S. Tyrell Lane
                  Boise, ID 83707-9518
                  Tel: (208) 344-7811
                  Fax: (208) 338-3290
                  Email: jmeier@cosholaw.com

Total Assets: $9.98 million

Total Debts: $7.01 million

The petition was signed by Steven Wilson, president.

A copy of the Debtor's list of 18 largest unsecured creditors is
available for free at http://bankrupt.com/misc/idb17-40347.pdf


HUNTWICKE CAPITAL: Amends Oct. 31 2016 Form 10-Q to Correct Errors
------------------------------------------------------------------
Huntwicke Capital Group Inc. filed with the Securities and Exchange
Commission an amendment no. 1 to its quarterly report on Form 10-Q
for the period ended Oct. 31, 2016, to correct errors related to
the accounting treatment of (i) certain advances relating to the
acquisition of Huntwicke Advisors, LLC, that were accounted for as
capital when they were actually expenses of the Company and should
have been expensed, (ii) the Company's failure to disclose the
issuance of one share of Series A Preferred Stock on March 23,
2016, and, (iii) the Company's disclosure relating to the purchase
of Huntwicke Advisors, LLC and Huntwicke Securities LLC by the
Company from WS Advantage LP that contained incorrect share
issuance.  The Company agreed to issue to WS Advantage a total of
1,384,923 shares of common stock versus 96,199 shares of common
stock as previously reported.

As restated, the Company reported a net loss of $78,111 on $96,417
of rental revenue for the three months ended Oct. 31, 2016,
compared to a net loss of $91,103 on $64,017 of rental revenue for
the three months ended Oct. 31, 2015.

For the six months ended Oct. 31, 2016, the Company reported a
restated net loss of $119,907 on $174,785 of rental revenue
compared to a net loss of $133,586 on $126,835 of rental revenue
for the six months ended Oct. 31, 2015.

The Company's restated balance sheet as of Oct. 31, 2016, showed
$5.19 million in total assets, $2.01 million in total liabilities
and $3.18 million in total stockholders' equity.

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

                     https://is.gd/0NqiBn

                    About Huntwicke Capital

Huntwicke Capital Group Inc., formerly known as Magnolia Lane
Income Fund, was incorporated in the state of Delaware on May 12,
2009.  The Company was formed to commence business as a stock agent
in the wool trade.

On May 13, 2013, the Company entered into a stock purchase
agreement with Ian Raleigh and Michael Raleigh and Magnolia Lane
Financial, Inc., whereby the Purchaser purchased from the Sellers,
10,000,000 shares of common stock, par value $0.0001 per share, of
the Company, representing approximately 69.57% of the issued and
outstanding shares of the Company.  As a result, the Purchaser
became the majority shareholder of the Company.

Magnolia Lane reported a net loss of $197,969 for the year ended
April 30, 2016, compared to a net loss of $187,294 for the year
ended April 31, 2015.

Liggett & Webb, P.A., in Boynton Beach, Florida, issued a "going
concern" qualification on the consolidated financial statements for
the year ended April 30, 2016, citing that the Company has used
cash in operations of $22,835 and an accumulated deficit of
$707,094 at April 30, 2016.  These matters raise substantial doubt
about the Company's ability to continue as a going concern.


I.O. METRO: May 8 Meeting Set to Form Creditors' Panel
------------------------------------------------------
William T. Neary, United States Trustee for Region 6, will hold an
organizational meeting on May 8, 2017, at 11:00 a.m. in the
bankruptcy case of I. O. Metro, LLC d/b/a Erdos at Home.

The meeting will be held at:

               Office of the U. S. Trustee
               Earl Cabell Federal Building
               1100 Commerce Street, Room 976
               Dallas, Texas 75242

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

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

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

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

                     About I.O. Metro

I.O. Metro, LLC is a household furniture retailer is a global
information technology consulting, services and outsourcing
company.  The Company sought bankruptcy protection on April 21,
2017 (Bankr. N. D. Tx , Case No. 17-31607).  The petition was
signed by Gregg Stewart, CRO.  Hon. Stacey G. Jernigan presides
over the case.

The Debtors listed total assets of $1 million to $10 million and
total liabilities of $10 million to $50 million.

John C. Leininger, Esq. of Shapiro Bieging Barber Otteson LLP
serves as lead bankruptcy counsel to the Debtors, and Saul Ewing
LLP serves as local counsel.  


IHEARTCOMMUNICATIONS INC: Extends Private Offers to Noteholders
---------------------------------------------------------------
iHeartCommunications, Inc., announced that it is extending the
private offers to holders of certain series of
iHeartCommunications' outstanding debt securities to exchange the
Existing Notes for new securities of iHeartMedia, Inc., CC Outdoor
Holdings, Inc. and iHeartCommunications, and the related
solicitation of consents from holders of Existing Notes to certain
amendments to the indentures and security documents governing the
Existing Notes.

The Exchange Offers and Consent Solicitations were previously
scheduled to expire on April 28, 2017, at 5:00 p.m., New York City
time, and will now expire on May 12, 2017, at 5:00 p.m., New York
City time.  The deadline to withdraw tendered Existing Notes in the
Exchange Offers and revoke consents in the Consent Solicitations
has also been extended to 5:00 p.m., New York City time, on May 12,
2017.  iHeartCommunications is extending the Exchange Offers and
Consent Solicitations to continue discussions with holders of
Existing Notes regarding the terms of the Exchange Offers and to
continue discussions with lenders under its Term Loan D and Term
Loan E facilities in connection with the concurrent private offers
made to such lenders, which iHeartCommunications announced will now
expire at 5:00 p.m., New York City time, on May 12, 2017.

As of 5:00 p.m., New York City time, on April 26, 2017, an
aggregate principal amount of approximately $30.9 million of
Existing Notes, representing approximately 0.4% of outstanding
Existing Notes, had been tendered into the Exchange Offers.

The terms of the Exchange Offers and Consent Solicitations have not
been amended and remain the same as set forth in the Amended and
Restated Offering Circular and Consent Solicitation Statement,
dated April 14, 2017, as supplemented by Supplement No. 1.

The Exchange Offers and Consent Solicitations, which are only
available to holders of Existing Notes, are being made pursuant to
the Offering Circular, and are exempt from registration under the
Securities Act of 1933.  The New Securities, including the new debt
of iHeartCommunications and related guarantees, will be offered
only in reliance on exemptions from registration under the
Securities Act. The New Securities have not been registered under
the Securities Act, or the securities laws of any state or other
jurisdiction, and may not be offered or sold in the United States
without registration or an applicable exemption from the Securities
Act and applicable state securities or blue sky laws and foreign
securities laws.

Documents relating to the Exchange Offers and Consent Solicitations
will only be distributed to holders of the Existing Notes that
complete and return a letter of eligibility.  Holders of Existing
Notes that desire a copy of the letter of eligibility must contact
Global Bondholder Services Corporation, the exchange agent and
information agent for the Exchange Offers and Consent
Solicitations, by calling toll-free (866) 470-3700 or at (212)
430-3774 (banks and brokerage firms) or visit the following website
to complete and deliver the letter of eligibility in electronic
form: http://gbsc-usa.com/eligibility/ihc-bondoffers.

                  About iHeartCommunications

iHeartCommunications, Inc., formerly known as Clear Channel
Communications, Inc., is a global media and entertainment company.
The Company specializes in radio, digital, outdoor, mobile, social,
live events, on-demand entertainment and information services for
local communities, and uses its unparalleled national reach to
target both nationally and locally on behalf of its advertising
partners.  The Company is dedicated to using the latest technology
solutions to transform the company's products and services for the
benefit of its consumers, communities, partners and advertisers,
and its outdoor business reaches over 40 countries across five
continents, connecting people to brands using innovative new
technology.

IHeartcommunications reported a net loss attributable to the
Company of $296.31 million on $6.27 billion of revenue for the year
ended Dec. 31, 2016, compared to a net loss attributable to the
Company of $754.62 million on $6.24 billion of revenue for the year
ended Dec. 31, 2015.  As of Dec. 31, 2016, Iheartcommunications had
$12.86 billion in total assets, $23.74 billion in total liabilities
and a total shareholders' deficit of $10.88 billion.

                        *    *    *

iHeartCommunications carries a 'Caa2' Corp. corporate family rating
from Moody's Investors Service.

As reported by the TCR on Dec. 15, 2016, Fitch Ratings has
downgraded iHeartCommunications, Inc.'s Long-Term Issuer Default
Rating (IDR) to 'CC' from 'CCC'.  According to the report, the
downgrade reflects the increasing likelihood that iHeart will look
to restructure its debt within a year or two.

The TCR reported on March 17, 2017, that S&P Global Ratings lowered
its corporate credit rating on Texas-based media company
iHeartMedia Inc. and its subsidiary iHeartCommunications Inc. to
'CC' from 'CCC'.  The rating outlook is negative.  The downgrade
follows iHeartCommunications' announcement that it has offered to
exchange five series of priority-guarantee notes, its senior notes
due 2021, and its term loan D and E for longer-dated debt; and, in
certain scenarios, stock and warrants, or contingent value rights.
"Under all but one scenario, there would be a reduction in the
principal amount of debt outstanding and an extension of the debt
maturity by two years for exchanged debt," said S&P Global Ratings'
credit analyst Jeanne Shoesmith.  "The company's debt is trading at
significant discounts to par of 20%-60%, and we believe its capital
structure is unsustainable."


IHEARTCOMMUNICATIONS INC: Extends Private Term Loan Offer Anew
--------------------------------------------------------------
iHeartCommunications, Inc., announced that it is extending the
deadline for participation in the private offers to lenders under
its Term Loan D and Term Loan E facilities to amend the Existing
Term Loans.  The Term Loan Offers have been extended to 5:00 p.m.,
New York City time, on May 12, 2017.  iHeartCommunications is
extending the Term Loan Offers to continue discussions with lenders
regarding the terms of the Term Loan Offers.

The terms of the Term Loan Offers have not been amended and remain
the same as set forth in the Confidential Information Memorandum,
dated March 15, 2017, as supplemented by Supplements No. 1 through
No. 5.

The Term Loan Offers, which are only available to lenders of
Existing Term Loans, are being made pursuant to the Confidential
Information Memorandum, and are exempt from registration under the
Securities Act of 1933.  The new securities of iHeartMedia, Inc.,
CC Outdoor Holdings, Inc., Broader Media, LLC and/or
iHeartCommunications being offered in the Term Loan Offers are
offered only in reliance on exemptions from registration under the
Securities Act.  The New Securities have not been registered under
the Securities Act, or the securities laws of any state or other
jurisdiction, and may not be offered or sold in the United States
without registration or an applicable exemption from the Securities
Act and applicable state securities or blue sky laws and foreign
securities laws.

Documents relating to the Term Loan Offers will only be distributed
to lenders of Existing Term Loans that complete and return a letter
of eligibility.  Lenders of Existing Term Loans that desire a copy
of the letter of eligibility must contact Global Bondholder
Services Corporation, the tabulation agent and information agent
for the Term Loan Offers, by calling toll-free (866) 470-3700 or at
(212) 430-3774 (banks and brokerage firms) or visit the following
website to complete and deliver the letter of eligibility in
electronic form:
http://gbsc-usa.com/eligibility/ihc-termloanoffers.

                  About iHeartCommunications

iHeartCommunications, Inc., formerly known as Clear Channel
Communications, Inc., is a global media and entertainment company.
The Company specializes in radio, digital, outdoor, mobile, social,
live events, on-demand entertainment and information services for
local communities, and uses its unparalleled national reach to
target both nationally and locally on behalf of its advertising
partners.  The Company is dedicated to using the latest technology
solutions to transform the company's products and services for the
benefit of its consumers, communities, partners and advertisers,
and its outdoor business reaches over 40 countries across five
continents, connecting people to brands using innovative new
technology.

IHeartcommunications reported a net loss attributable to the
Company of $296.31 million on $6.27 billion of revenue for the year
ended Dec. 31, 2016, compared to a net loss attributable to the
Company of $754.62 million on $6.24 billion of revenue for the year
ended Dec. 31, 2015.  As of Dec. 31, 2016, Iheartcommunications had
$12.86 billion in total assets, $23.74 billion in total liabilities
and a total shareholders' deficit of $10.88 billion.

                        *    *    *

iHeartCommunications carries a 'Caa2' Corp. corporate family rating
from Moody's Investors Service.

As reported by the TCR on Dec. 15, 2016, Fitch Ratings has
downgraded iHeartCommunications, Inc.'s Long-Term Issuer Default
Rating (IDR) to 'CC' from 'CCC'.  According to the report, the
downgrade reflects the increasing likelihood that iHeart will look
to restructure its debt within a year or two.

The TCR reported on March 17, 2017, that S&P Global Ratings lowered
its corporate credit rating on Texas-based media company
iHeartMedia Inc. and its subsidiary iHeartCommunications Inc. to
'CC' from 'CCC'.  The rating outlook is negative.  The downgrade
follows iHeartCommunications' announcement that it has offered to
exchange five series of priority-guarantee notes, its senior notes
due 2021, and its term loan D and E for longer-dated debt; and, in
certain scenarios, stock and warrants, or contingent value rights.
"Under all but one scenario, there would be a reduction in the
principal amount of debt outstanding and an extension of the debt
maturity by two years for exchanged debt," said S&P Global Ratings'
credit analyst Jeanne Shoesmith.  "The company's debt is trading at
significant discounts to par of 20%-60%, and we believe its capital
structure is unsustainable."


JIM HANKINS: Lesikar Buying All Assets for $560K
------------------------------------------------
Jim Hankins Air Service, Inc., asks the U.S. Bankruptcy Court for
the Southern District of Mississippi to authorize the sale of
substantially all assets outside the ordinary course of business to
Woody Lesikar for $560,000, plus ad valorem taxes.

In the exercise of its best business judgment, the Debtor has made
the decision to liquidate substantially all of its assets in an
effort to generate cash to pay the indebtedness of creditors.

The Debtor has received an offer for the assets from the Purchaser
in the amount of $560,000, plus ad valorem taxes, which is to be
paid in full, in cash, at closing.  The Purchaser is not purchasing
cash, accounts receivable, the "fuel farm" or Debtor's building it
constructed at its current location.  All other assets are being
sold on an "as is, where is" basis.  The Debtor, in the exercise of
its best business judgment, has made the decision to accept the
offer to sell the assets to the Purchaser.

There are no valid liens, claims and security interests in, to or
upon the assets.  The purchaser needs 60 days after closing to
finish the removal of the assets.  The Purchaser needs 60 days
after closing to finish the removal of the assets.

The Purchase Price, in the exercise of the Debtor's best judgment,
is fair and reasonable, the Purchaser is a good faith purchaser,
and the sale of the assets is in the best interests of the Debtor,
all creditors and all parties-in-interest.  The sale of the assets
is justified, as it will further the liquidation of the Debtor's
assets.  Accordingly, the Debtor asks the Court to approve the sale
for the fair, reasonable and appropriate contract price of
$560,000, and authorize it to execute all commercially reasonable
documents necessary to execute and consummate the sale free and
clear of interests.

                 About Jim Hankins Air Service

Jim Hankins Air Service, Inc. sought protection under Chapter 11
Of the Bankruptcy Code (Bankr. S.D. Miss. Case No. 17-00678) on
Feb. 24, 2017.  The petition was signed by Bruce Moss,
vice president.  At the time of the filing, the Debtor estimated
assets of less than $1 million and liabilities of less than
$50,000.


KE KAILANI: Case Summary & 8 Unsecured Creditors
------------------------------------------------
Debtor: Ke Kailani Development, LLC
        33 Reyburn Drive
        Katonah, NY 10536

Case No.: 17-22662

Business Description: The Debtor is a Limited Liability
                      Corporation formed under the laws of Hawaii
                      that had been engaged in the business of
                      developing a high end fee simple luxury
                      community.  The Chapter 11 case has been
                      filed to enable the Debtor to reorganize its
                      financial affairs and be able to confirm a
                      Plan of Reorganization.  The Debtor's
                      principal assets are located at its
                      principal place of business at 33
                      Reyburn Drive Katonah, NY 10536.  It
                      currently has no employees.

Chapter 11 Petition Date: May 1, 2017

Court: United States Bankruptcy Court
       Southern District of New York (White Plains)

Judge: Hon. Robert D. Drain

Debtor's Counsel: Joel Shafferman, Esq.
                  SHAFFERMAN & FELDMAN, LLP
                  137 Fifth Avenue, 9th Floor
                  New York, NY 10010
                  Tel: (212) 509-1802
                  Fax: 212 509-1831
                  Email: joel@shafeldlaw.com

Estimated Assets: $0 to $50,000

Estimated Liabilities: $10 million to $50 million

The petition was signed by Michael Fuchs, managing member.

A copy of the Debtor's list of eight unsecured creditors is
available for free at http://bankrupt.com/misc/nysb17-22662.pdf


KING & QUEEN: Hires John C. Gordon as Counsel
---------------------------------------------
King & Queen LLC seeks approval from the US Bankruptcy Court for
the District of Maryland, Baltimore Division, to employ additional
counsel.

The Debtor wishes to employ John C. Gordon, a practitioner duly
admitted to the practice of law in this Court.

The professional services Counsel has or will render to to Debtor
are:

     (a) conducted a thorough review of the debtor's financial
situation, including many hours of consultation with the debtor's
sole member and spent many hours gathering financial information
regarding the debtor's obligations, thoroughly reviewed the state
court receivership action, read and analyzed copies of all deeds of
trust on the debtor's real properties, all requisite to developing
and articulating to debtor a coherent bankruptcy strategy.

     (b) conduct thorough review and correction as necessary of all
pleadings previously filed in this case will provide the Debtor
with legal advice concerning her powers and duties as
Debtor-in-possession;

     (c) prepare as necessary, all applications, answers, orders,
reports and other legal papers to be filed by the Debtor;

     (d) file, prosecute or defend adversary proceedings regarding
the debtor or the estate;

     (e) finalize and file the disclosure statement and plan of
reorganization; and

     (f) perform all other legal services for the debtor and the
estate which may be necessary.

The Debtor paid $1,200.00 to Counsel for work done and completed
prior the application.  The Debtor and Counsel have agreed to
Counsel's hourly rate of $310.00 and an hourly rate of $200.00 for
his legal assistant, with a cap on fees in this case of
$20,000.00.

John C. Gordon attests that he has no connection with the debtor,
its creditors, any other party in interest, their respective
attorneys and accountants, the United States Trustee, or any person
employed in the Office of the United States Trustee, other than as
may be disclosed herein, in the Application, or in the Rule 2016(b)
statement all as filed or to be filed by the undersigned. He
represents no interest adverse to the Debtor or
Debtor-in-Possession, or the estate in the matters upon which he is
to be engaged.

The Counsel can be reached through:

     John C. Gordon, Esq.
     532 Baltimore and Annapolis Boulevard
     Severna Park, MD 21146
     Tel: (410) 340-0808
     Fax: (410) 544-1244
     Email: johngordon@me.com
            jcglaw@icloud.com

                         About King & Queen LLC

King & Queen, LLC, filed for Chapter 11 bankruptcy protection
(Bankr. D. Md. Case No. 16-17120) on May 24, 2016.  The Debtor
estimated assets of less than $50,000, and liabilities of less than
$500,000.  Walter Timothy Sutton, Esq., at Cooper & Tuerk LLP
serves as the Debtor's bankruptcy counsel.

On Dec. 14, 2016, the Debtor filed a disclosure statement, which
explains its proposed Chapter 11 plan of reorganization.  An
amended disclosure statement was filed on March 9, 2017.


LAW-DEN NURSING: Patient Care Ombudsman Files 5th Report
--------------------------------------------------------
Deborah L. Fish, the patient care combudsman appointed for Law-Den
Nursing Home, Inc., filed a Fifth Report with the U.S. Bankruptcy
Court for the Eastern District of Michigan regarding the status of
the Debtor's quality of patient care covering the period from
February 28, 2017, to April 20, 2017.

The PCO reported that the Debtor has maintained all of its services
and is delivering similar quality care to essentially the same
patient population. Based on the Report, the Debtor has increased
its Medicare residents since the bankruptcy filing.

Moreover, the PCO reported that there had been no material changes
to the staff at the facility; however, the Debtor is always hiring
staff. Moreover, the PCO reported that there continues to be CNA
turnover; however, it is not unusual at the Debtor's facilities.
The Report also cited that the Debtor's staffing ratio is in
compliance with State requirements.

Meanwhile, during the visitation, the PCO noted that the facility
was generally clean and that there have been no changes to the
security since the last report. As regards the supplies, the PCO
reported that the administrative staff has confirmed that the
Debtor has maintained its relationship with its pre-petition
suppliers and that there have been no interruptions in service, nor
any changes in medical supplies.

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

       http://bankrupt.com/misc/mieb16-52058-141.pdf

                About Law-Den Nursing Home

Law-Den Nursing Home, Inc., filed a Chapter 11 petition (Bankr.
E.D. Mich. Case No. 16-52058) on August 30, 2016.  The petition was
signed by Todd Johnson, administrator. The Debtor is represented by
Clinton J. Hubbell, Esq., at Hubbell Duvall PLLC, in Southfield,
Michigan. The case is assigned to Judge Phillip J. Shefferly. At
the time of its filing, the Debtor estimated assets at $0 to
$50,000 and liabilities at $1 million to $10 million.

The Debtor taps David E. Jerome and the Law Offices of Jerome &
McLean as labor relations counsel, and Michigan Business Advisor as
accountants.

Daniel M. McDermott, United States Trustee for Region 9, submitted
a Notice of Appointment of Patient Care Ombudsman before the United
States Bankruptcy Court for the Eastern District of Michigan naming
Deborah L. Fish as the Patient Care Ombudsman in the bankruptcy
case of Law-Den Nursing Home, Inc.


LIGHTING SCIENCE: Craig Cogut Reports 92.3% Stake as of April 24
----------------------------------------------------------------
In an amended Schedule 13D filed with the Securities and Exchange
Commission, these reporting persons disclosed beneficial ownership
of shares of common stock, par value $.001 per share, of Lighting
Science Group Corporation as of April 24, 2017:

                                       Shares      Percentage
                                    Beneficially      of
   Name                                Owned        Shares
   ----                             ------------   ----------
LED HOLDINGS, LLC                    20,972,495       9.6%
PP IV (AIV) LED, LLC                154,089,828      70.8%
PEGASUS PARTNERS IV (AIV), L.P.     154,089,828      70.8%
PP IV LED, LLC                      154,089,828      70.8%
PEGASUS PARTNERS IV, L.P.           263,894,242      82%
LSGC HOLDINGS LLC                   154,089,828      70.8%
LSGC HOLDINGS II LLC                92,056,785       30%
LSGC HOLDINGS III LLC               329,727,518      60.3%
LSGC HOLDINGS IIIA, LLC             47,368,422       17.9%
PCA LSG HOLDINGS, LLC               52,217,318       19.4%
PEGASUS INVESTORS IV, L.P.          263,894,242      82%
PEGASUS CAPITAL PARTNERS IV, L.P.   5,000,000        2.2%
PEGASUS INVESTORS IV GP, L.L.C.     268,894,242      82.3%
PEGASUS PARTNERS V, L.P.            329,727,518      60.3%
PEGASUS INVESTORS V, L.P.           329,727,518      60.3%
PEGASUS CAPITAL PARTNERS V, L.P.    5,000,000        2.2%
PEGASUS INVESTORS V (GP), L.L.C.    334,727,518      60.6%
PEGASUS CAPITAL, LLC                655,839,080      92.2%
CRAIG COGUT                         658,005,745      92.3%

On April 24, 2017, Lighting Science issued and sold 4,400 units of
its securities to LSGC Holdings III for $1,000 per Series J
Security, or aggregate consideration of $4,400,000.  Each Series J
Security consists of (a) one share of Series J Convertible
Preferred Stock of the Issuer, par value $0.001 per share, and (b)
a warrant to purchase 2,650 shares of common stock of the Issuer,
par value $0.001 per share, at an exercise price of $0.001 per
share, subject to certain adjustments pursuant to the terms and
conditions set forth in the Warrant Agreement, dated as of
April 24, 2017, by and among the Issuer and LSGC Holdings III.  The
Issuer issued the Series J Securities pursuant to the Series J
Preferred Stock Subscription Agreement, dated as of Jan. 27, 2017,
by and among the Issuer and LSGC Holdings III, as amended.

LSGC Holdings, as a controlling member of LED Holdings may be
deemed to be the beneficial owner of shares of common stock of the
Issuer held by LED Holdings.

Each of LSGC Holdings, PPIV, PIIV, PIGP, PCLLC and Mr. Cogut
disclaims beneficial ownership of the shares of common stock held
by LED Holdings, as to which this Schedule 13D, as may be amended,
relates, other than any securities directly held by such persons,
as applicable, and this filing shall not be deemed an admission
that any of such Reporting Persons is the beneficial owner of such
securities for purposes of Section 13(d) or for any other purpose.

PPV is the sole member of LSGC Holdings III, and LSGC Holdings III
is the managing member of LSGC Holdings IIIa. PIV is the general
partner of PPV, and PIVGP is the general partner of PIV and PCPV.
PCLLC is the sole member of PIVGP and, as disclosed above, PCLLC
may be deemed to be directly or indirectly controlled by Mr.
Cogut.

Each of PPV, PIV, PIVGP, PCLLC and Mr. Cogut disclaims beneficial
ownership of any securities of the Issuer held by LSGC Holdings
III, LSGC Holdings IIIa and PCPV, as to which this Schedule 13D, as
may be amended, relates, other than any securities directly held by
such persons, as applicable, and this filing shall not be deemed an
admission that any of such Reporting Persons is the beneficial
owner of such securities for purposes of Section 13(d) or for any
other purposes.

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

                    https://is.gd/xJVaj5

                   About Lighting Science

Lighting Science Group Corporation is a provider of light emitting
diode (LED) lighting technology.  The Company designs, develops,
manufactures and markets illumination solutions that use LEDs as
exclusive light source.  The Company's product portfolio includes
offerings, such as replacement lamps, luminaires and biological
lighting.  LED-based retrofit lamps (replacement bulbs) are used in
existing light fixtures, as well as LED-based luminaires (light
fixtures).

Lighting Science reported a net loss of $259,447 on $1.01 million
of total revenues for the year ended Dec. 31, 2016, compared to a
net loss of $52,120 on $1.53 million of total revenues for the year
ended in 2015.  As of Dec. 31, 2016, Lighting Science had $30.68
million in total assets, $56.70 million in total liabilities,
$543.99 million in redeemable preferred stock and a $570 million
total stockholders' deficit.


LIGHTING SCIENCE: Sold $4.4 Million Securities to LSGC III
----------------------------------------------------------
As previously disclosed in the Current Report on Form 8-K filed
with the Securities and Exchange Commission on Feb. 2, 2017,
Lighting Science Group Corporation entered into a Series J
Preferred Stock Subscription Agreement with LSGC Holdings III LLC
on Jan. 27, 2017.

On April 24, 2017, the Company entered into Amendment No. 1 to
Series J Preferred Stock Subscription Agreement.  The Subscription
Agreement Amendment increased the number of Series J securities
the Company may issue pursuant to the Subscription Agreement to
approved purchasers between Jan. 27, 2017, and Dec. 31, 2017, from
an aggregate of 15,000 Series J Securities to an aggregate of
25,000 Series J Securities.

On April 24, 2017, pursuant to the Amended Subscription Agreement,
the Company issued and sold 4,400 Series J Securities to Holdings
III for aggregate proceeds of $4,400,000.  Each Series J Security
consists of (x) one share of Series J Convertible Preferred Stock
of the Company, par value $0.001 per share, and (y) a warrant to
purchase 2,650 shares of common stock of the Company, par value
$0.001 per share, at an exercise price of $0.001 per share.  The
Series J Warrant issued to Holdings III as part of the Series J
Securities contains substantially identical terms as the warrants
previously issued to PCA LSG Holdings, LLC on Jan. 3, 2014.  The
proceeds from the April 2017 Offering will be used by the Company
for general corporate purposes and to repay its outstanding
obligations pursuant to its Loan and Security Agreement, dated
April 25, 2014 (as amended) with ACF Finco I LP, as assignee of
FCC, LLC, d/b/a First Capital.

Pursuant to the Subscription Agreement and as previously reported,
the Company (i) issued 3,000 units of Series J Securities to
Holdings III for $1,000 per Series J Security, or aggregate
consideration of $3,000,000 on January 27, 2017 and (ii) issued
7,000 Series J Securities to Holdings III for $1,000 per Series J
Security, or aggregate consideration of $7,000,000 on Feb. 3, 2017.
As of April 24, 2017, an aggregate of 14,400 Series J Securities
have been issued under the Amended Subscription Agreement
(including the 4,400 Series J Securities issued in the April 2017
Offering), and the Company may issue up to an additional 10,600
Series J Securities to approved purchasers between Jan. 27, 2017,
and Dec. 31, 2017, under the Amended Subscription Agreement.  The
Company intends to issue and sell additional Series J Securities in
connection with the closing of its pending joint venture with MLS
Co., Ltd. as previously disclosed in the Company's Current Report
on Form 8-K filed with the SEC on March 24, 2017.

Each share of Series J Preferred Stock is convertible at any time,
at the election of the holder thereof, into the number of shares of
Common Stock equal to the quotient obtained by dividing (a) $1,000
by (b) the $0.95 conversion price of the Series J Preferred Stock,
subject to adjustment in accordance with the terms set forth in the
Amended and Restated Certificate of Designation of Series J
Preferred Stock.

Upon the consummation of a qualified public offering where (i) the
gross proceeds received by the Company and any selling stockholders
in the offering are no less than $100 million and (ii) the market
capitalization of the Company immediately after consummation of the
offering is no less than $500 million, each outstanding share of
Series J Preferred Stock will automatically convert into the number
of shares of Common Stock equal to the greater of (a) the number of
Optional Conversion Shares or (b) the quotient obtained by dividing
(x) $2,000 (subject to adjustment in accordance with the terms set
forth in the Series J Certificate of Designation) by (y) the price
per share of Common Stock paid by the public in the QPO.

The shares of Series J Preferred Stock and the Series J Warrants
issued on April 24, 2017, were issued by the Company pursuant to
the exemption from registration provided by Section 4(a)(2) of the
Securities Act of 1933, as amended, and the safe harbors for sales
provided by Regulation D promulgated thereunder.

                   About Lighting Science

Lighting Science Group Corporation is a provider of light emitting
diode (LED) lighting technology.  The Company designs, develops,
manufactures and markets illumination solutions that use LEDs as
exclusive light source.  The Company's product portfolio includes
offerings, such as replacement lamps, luminaires and biological
lighting.  LED-based retrofit lamps (replacement bulbs) are used in
existing light fixtures, as well as LED-based luminaires (light
fixtures).

Lighting Science reported a net loss of $259,447 on $1.01 million
of total revenues for the year ended Dec. 31, 2016, compared to a
net loss of $52,120 on $1.53 million of total revenues for the year
ended in 2015.  As of Dec. 31, 2016, Lighting Science had $30.68
million in total assets, $56.70 million in total liabilities,
$543.99 million in redeemable preferred stock and a $570 million
total stockholders' deficit.


LOUISIANA CRANE: CBSL Seeks Rejection of Disclosure Statement
-------------------------------------------------------------
Central Bank of St. Louis objects to the disclosure statement in
connection with the plan of reorganization, dated March 8, 2017,
filed by Louisiana Crane & Construction, LLC.

CBSL objects to the approval of the Debtor's Disclosure Statement
on the same grounds set forth in the Limited Objection of Amegy
Bank Business Credit, A Division of ZB, N.A. to the Disclosure
Statement dated March 8, 2017. CBSL  adopts as its own the
arguments made by the Amegy objection.

In particular, CBSL complains that the Disclosure Statement fails
to provide information concerning the Debtor's post-petition
financing and the Debtor's plans and needs for exit financing. It
also fails to estimate administrative expense claims and does not
provide information that would allow claim holders to estimate the
date when payments under the Plan will begin after confirmation.
Without this information, CBSL cannot assess the value of its
claims in the event of the confirmation of the Plan or more
generally an informed judgment about the Plan.

Thus, Central Bank of St. Louis, respectfully requests that the
Court sustains the objections of CBSL and deny approval of the
Disclosure Statement until such objections have been corrected in
compliance with Bankruptcy Code section 1125. CBSL also prays for
such other and further relief to which it may be justly entitled.

Attorneys for Central Bank of St. Louis:

     J. Eric Lockridge (#30159)
     eric.lockridge@keanmiller.com
     Wade R. Iverstine (#31793)
     wade.iverstine@keanmiller.com
     KEAN MILLER LLP
     400 Convention Street, Suite 700
     P. O. Box 3513 (70821-3513)
     Baton Rouge, LA 70802
     Telephone: (225) 387-0999

The Troubled Company Reporter previously reported that the cash
required to be distributed under the Plan to the holders of allowed
administrative claims and allowed claims on the Effective Date (or
on the later date when the claims become allowed claims) will be
provided by (i) the cash held by the Debtor on the Effective Date;
and (ii) the Reorganized Debtor's operations.

The Disclosure Statement is available at:

         http://bankrupt.com/misc/lawb16-50876-488.pdf

                     About Louisiana Crane

Headquartered in Eunice, Louisiana, Louisiana Crane &
Construction,
LLC, fka Louisiana Crane Company, LLC, filed for Chapter 11
bankruptcy protection (Bankr. W.D. La. Case No. 16-50876) on June
27, 2016, estimating its assets at up to $50,000 and its
liabilities at between $10 million and $50 million.  The petition
was signed by Douglas D. Marcantel, chief financial officer.

Judge Robert Summerhays presides over the case.

Michael A. Crawford, Esq., who has an office in Baton Rouge,
Louisiana, and Barry W. Miller, Esq., at Heller, Draper, Patrick,
Horn & Dabney, LLC, serve as the Debtor's bankruptcy counsel.

Henry Hobbs, Jr., acting U.S. trustee for Region 5, on July 22
appointed three creditors of Louisiana Crane & Construction, LLC,
to serve on the official committee of unsecured creditors.


LOUISIANA CRANE: DLL Wants Disclosure Statement Rejected
--------------------------------------------------------
De Lage Landen Financial Services, Inc., objects to the disclosure
statement, dated March 8, 2017, filed by Louisiana Crane &
Construction, LLC, because it lacks adequate information.

DLL complains that the disclosure statement lacks sufficient
information concerning the proposed payment of DLL's Class 15
secured claim.  Specifically, Crane proposes to make monthly
payments to DLL at the "Secured Lender Rate" based upon the
"Secured Lender Amortization." In turn, the Secured Lender
Amortization is 60 months for equipment lenders. However, neither
the Disclosure Statement nor the Plan state when this sixty-month
period will begin or end with respect to DLL.

The Disclosure Statement also lacks sufficient information
concerning Crane's pre-bankruptcy debt structure. Louisiana Crane
does not describe how it came to owe the IRS some $8.4 million
(with about $6.5 million being a priority tax claim). Even less,
Louisiana Crane does not describe how it intends to pay the IRS
over $6.5 million in priority tax claims on or before June 27,
2021.

In addition, the Disclosure Statement contains little financial
projection information from which creditors can evaluate risk
factors associated with the proposed plan and further determine
whether the proposed plan is actually feasible.

For the said reasons, the Disclosure Statement fails to provide
adequate information about material aspects of the Plan and fails
to disclose material risk factors associated with the Plan. As a
result, the Disclosure Statement does not satisfy the minimum
standards required by section 1125 of the Bankruptcy Code, and
should not be approved.

Counsel for De Lage Landen Financial Services, Inc.:

     William S. Robbins (24627)
     Brandon A. Brown (25592)
     Ryan J. Richmond (30688)
     STEWART ROBBINS & BROWN, LLC
     620 Florida Street, Suite 100
     Baton Rouge, LA 70801-1741
     Tel.: (225) 231-9998
     Fax: (225) 709-9467
     Email: wrobbins@stewartrobbins.com
            bbrown@stewartrobbins.com
            rrichmond@stewartrobbins.com

The Troubled Company Reporter previously reported that under the
Plan, each Allowed Class 17 creditor will receive creditor's pro
rata share of $1.50 million plus interest at the rate of 6% per
annum.  The Allowed Class 17 creditors will receive their pro rata
share of the Fund based upon: (a) an amortization of five years;
(b) a final payment of all unpaid principal and interest on the
fifth anniversary of the Effective Date of the Plan; and (c)
quarterly payments with the first payment 90 days after the
Effective Date.  In addition, the Allowed Class 17 creditors will
share pro rata in the Class 17 Excess Payment on an annual basis.

Class 17 creditors may elect to accept on the Effective Date a cash
payment equal to 2% of the creditor's allowed claim which amount
will be paid on the later of: (i) the Effective Date; or (ii) when
the claim is allowed.  Estimated percentage recovery under this
class is 20%, if any exist and are allowed.

The Disclosure Statement is available at:

         http://bankrupt.com/misc/lawb16-50876-488.pdf

                     About Louisiana Crane

Headquartered in Eunice, Louisiana, Louisiana Crane &
Construction,
LLC, fka Louisiana Crane Company, LLC, filed for Chapter 11
bankruptcy protection (Bankr. W.D. La. Case No. 16-50876) on June
27, 2016, estimating its assets at up to $50,000 and its
liabilities at between $10 million and $50 million.  The petition
was signed by Douglas D. Marcantel, chief financial officer.

Judge Robert Summerhays presides over the case.

Michael A. Crawford, Esq., who has an office in Baton Rouge,
Louisiana, and Barry W. Miller, Esq., at Heller, Draper, Patrick,
Horn & Dabney, LLC, serve as the Debtor's bankruptcy counsel.

Henry Hobbs, Jr., acting U.S. trustee for Region 5, on July 22
appointed three creditors of Louisiana Crane & Construction, LLC,
to serve on the official committee of unsecured creditors.


LOUISIANA CRANE: Siemens Financial Objects to Disclosure Statement
------------------------------------------------------------------
Siemens Financial Services, Inc., filed with the U.S. Bankruptcy
Court for the Western District of Louisiana an objection to the
disclosure statement dated March 8, 2017, filed by Louisiana Crane
& Construction, LLC.

Siemens Financial contends that the Disclosure Statement does not
provide adequate information by which Siemens Financial can make an
informed judgment regarding the Proposed Plan and whether to vote
in favor of or against the Proposed Plan.

Further, while the Proposed Plan and Disclosure Statement define
Secured Lender Plan Rate (as the lower of 5% or the contract rate
of interest) and Secured Lender Amortization (as 60 months for
loans secured by equipment), the Disclosure Statement and Proposed
Plan fail to state when the Debtor's Proposed Plan payments begin.

In addition, the definition of Effective Date in the Disclosure
Statement and Proposed Plan is unclear as written because of the
inclusion of the words "selected by the Debtor that is." In the
event the Debtor wishes to define the term "Effective Date" as 30
days after confirmation of the Plan becomes final, then the
Disclosure Statement and Proposed Plan can simply state this
without additional language in both Sections VI.A.1 and 2 of the
Disclosure
Statement and Proposed Plan.

For the reasons, Siemens Financial (a) objects to the Disclosure
Statement on the basis that the Disclosure Statement fails to
provide adequate information to allow Siemens Financial to make an
informed judgment regarding the Proposed Plan, (b) requests that
any disclosure statement and plan proposed by the Debtor
(including, without limitation, the Proposed Plan currently
proposed by the Debtor) and/or confirmed by the Bankruptcy Court
include provisions containing the clarifications identified as
necessary in the Objection, and (c) requests that the Court grant
such other and further relief as the Court deems just and proper.

Attorneys for Siemens Financial Services, Inc.:

     David S. Rubin, Esq.
     KANTROW SPAHT WEAVER AND BLITZER (APLC)
     P.O. Box 2997/445 North Blvd. Suite 300
     Baton Rouge, LA 70821-2997
     Telephone: 225-383-4703
     Facsimile: 225-343-0630

As reported by the Troubled Company Reporter on May 17, 2017, under
the plan, each Allowed Class 17 creditor will receive creditor's
pro rata share of $1.50 million plus interest at the rate of 6% per
annum.  The Allowed Class 17 creditors will receive their pro rata
share of the Fund based upon: (a) an amortization of five years;
(b) a final payment of all unpaid principal and interest on the
fifth anniversary of the Effective Date of the Plan; and (c)
quarterly payments with the first payment 90 days after the
Effective Date.  In addition, the Allowed Class 17 creditors will
share pro rata in the Class 17 Excess Payment on an annual basis.

Class 17 creditors may elect to accept on the Effective Date a cash
payment equal to 2% of the creditor's allowed claim which amount
will be paid on the later of: (i) the Effective Date; or (ii) when
the claim is allowed.  Estimated percentage recovery under this
class is 20% if any exist and are allowed.

The Disclosure Statement is available at:

         http://bankrupt.com/misc/lawb16-50876-488.pdf

                   About Louisiana Crane

Headquartered in Eunice, Louisiana, Louisiana Crane &
Construction,
LLC, fka Louisiana Crane Company, LLC, filed for Chapter 11
bankruptcy protection (Bankr. W.D. La. Case No. 16-50876) on June
27, 2016, estimating its assets at up to $50,000 and its
liabilities at between $10 million and $50 million.  The petition
was signed by Douglas D. Marcantel, chief financial officer.

Judge Robert Summerhays presides over the case.

Michael A. Crawford, Esq., who has an office in Baton Rouge,
Louisiana, and Barry W. Miller, Esq., at Heller, Draper, Patrick,
Horn & Dabney, LLC, serve as the Debtor's bankruptcy counsel.

Henry Hobbs, Jr., acting U.S. trustee for Region 5, on July 22
appointed three creditors of Louisiana Crane & Construction, LLC,
to serve on the official committee of unsecured creditors.


LSB INDUSTRIES: Robotti Reports 8.2% Stake as of April 17
---------------------------------------------------------
In an amended Schedule 13G filed with the Securities and Exchange
Commission, these reporting persons disclosed beneficial ownership
of shares of common stock of LSB Industries, Inc. as of April 17,
2017:

                                         Shares      Percentage
                                      Beneficially       of
   Name                                  Owned        Shares
   ----                               ------------   ----------
Robert E. Robotti                      2,334,011        8.2%
Robotti & Company, Incorporated        2,324,011        8.2%
Robotti & Company Advisors, LLC        2,304,958        8.1%
Robotti & Company, LLC                 18,883           


LTI HOLDINGS: Moody's Rates New $805-Mil. Secured Loans 'B2'
------------------------------------------------------------
Moody's Investors Service assigned B2 ratings to LTI Holdings, Inc.
(Boyd)'s new $75 million 1st lien revolver and $730 million 1st
lien term loan facility. The company's $285 million 2nd lien term
loan facility was rated Caa2. The company's Corporate Family Rating
(CFR) was affirmed at B3 while its Probability of Default (PDR)
rating was affirmed at B3-PD. The rating outlook is stable.

Proceeds from the debt issuance will be used to refinancing current
debt and fund the acquisition of Aavid Purchaser Corp., a designer
and manufacturer of thermal management solutions, as well as
related fees and expenses. The acquisition of Aavid will nearly
double Boyd's revenue base.

The following rating actions were taken:

Assignments:

Issuer: LTI Holdings, Inc. (Boyd)

-- Senior Secured first lien Revolving Credit Facility, Assigned
    B2 (LGD 3)

-- Senior Secured first lien term loan, Assigned B2 (LGD3)

-- Senior Secured second lien term loan, Assigned Caa2 (LGD 5)

Outlook Actions:

Issuer: LTI Holdings, Inc. (Boyd)

-- Outlook, Remains Stable

Affirmations:

Issuer: LTI Holdings, Inc. (Boyd)

-- Probability of Default Rating, Affirmed B3-PD

-- Corporate Family Rating, Affirmed B3

RATINGS RATIONALE

The B3 Corporate Family Rating reflects the company's still modest
size following the aquisition, significant leverage, and
qualitative concerns related to the cyclical and short lived end
markets. The rating incorporates the mix of end market products
serving both short term product cycles and longer term product
cycles. Some products have short product lives and need continuous
new product wins. The rating benefits from positive free cash flow
and Moody's expectations for deleveraging in 2017 (approximating 6x
including Moody's adjustments) and to a greater degree in 2018.

The acquisition is anticipated to create the combined company with
a global scale, a more diversified customer and product base, as
well as to provide cross-selling opportunities. Moreover the
combined entity should have the opportunity to improve
manufacturing efficiencies thereby improving margins. Customer
concentration will be reduced post the transaction. Moody's does
not anticipates any single customer to be larger than 10% of
revenues.

While Boyd had been underperforming Moody's 2016 expectations, this
was mostly because of weakness in certain large mobile clients.
Moody's anticipates these same key clients will see improved demand
for their products and that this will in turn drive higher demand
for component manufacturers like Boyd. Through synergies, cross
selling, cost improvement, and additional synergies Moody's expects
leverage to improve by at least half a turn at the end of 2018 from
over 6x estimated for 2017.

LTI Holdings has adequate liquidity with projected cash balances of
close to $10 million at year end, expectations of positive free
cash flow in 2018, and availability under a $75 million revolving
credit facility with no borrowings expected at year end 2017.
Required amortization under the term loan is around $7.3 million
per year with an excess cash flow sweep to be applied annually. The
term loan does not have any financial maintenance covenants but a
maximum first lien leverage covenant applies under the revolver
should utilization of its commitment exceed 35%. The secured
leverage ratio level is to be set to have 35% cushion to the
company's projected closing date EBITDA. The company should have
sufficient flexibility over the rating horizon.

The B2 rating of the first lien credit facilities reflects expected
recovery rates that benefit from junior capital beneath their
claims to absorb losses in downside scenarios. The Caa2 rating on
the second lien term loan reflects lower recovery prospects given
its subordinated position to a significant level of senior claims.

The stable ratings outlook reflects Moody's views that new product
introductions for a few of its key customers will improve
profitability and strengthen cash flows over the next eighteen
months. Moody's also anticipates good liquidity and positive free
cash flow generation.

The ratings could be upgraded if the acquisition results in
significantly improved end market diversification, better customer
diversification, and to the degree that leverage declines below
five times.

The company's ratings could be downgraded if leverage is expected
to reach seven times for several periods, and negative free cash
flow was to be experienced, or if EBITA/Interest was trending
towards 1.25 times. The loss of one of any major customer, with
volume not replaced, could also drive negative ratings pressure.

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

LTI Holdings, Inc. is a California-based manufacturer of precision
products (e.g. gaskets, seals, and thermal, impact & RFI/EMI
protection components) converted from engineered polymer and
composite raw materials and supplier of engineered, specialty
material-based energy management and sealing solutions. The Company
maintains production facilities operating throughout the United
States of America, Europe and Asia.

Aavid is a designer and manufacturer of thermal management
solutions focused on dissipating heat to prevent failure in a wide
range of electronic and industrial systems.

Pro-forma 2017 revenues are projected to be over $700 million for
the combined entity.


MICROVISION INC: Signs $24M Deal with Technology Company
--------------------------------------------------------
MicroVision disclosed that it received a $6.7 million order in
March 2017 for its small form factor display engine for a customer
in Asia that plans to embed these engines in a smartphone.  The
Company expects to begin shipping engines to this customer early in
the third quarter of this year.  This display engine is part of
MicroVision's engine line of business, which includes two
additional scanning engines for interactivity and 3D LiDAR sensing
that are scheduled for commercial availability later in 2017 and
2018 respectively.

MicroVision also announced in April 2017 that it has been awarded a
development and supply contract for a laser beam scanning (LBS)
system by a technology company.  Under this agreement, MicroVision
would develop a new generation of MEMS, ASICs and related firmware
for a high resolution, LBS-based product the technology company is
planning to produce.  MicroVision would receive up to $24 million
including $14 million in fees for development work that is expected
to span 21 months and an upfront payment for other items.  The
development fees would be paid contingent on completion of
milestones in 2017 and 2018.  This contract was awarded in the
second quarter and is not reflected at all in the first quarter
financial results.

MicroVision also announced its financial and operating results for
the first quarter of 2017.

For the three months ended March 31, 2017, MicroVision reported a
net loss of $5.64 million on $792,000 of total revenue compared to
a net loss of $3.55 million on $3.70 million of total revenue for
the three months ended March 31, 2016.

Operating loss for the quarter was $5.6 million, compared to a loss
of $3.6 million for the same quarter one year ago.

As of March 31, 2017, MicroVision had $14.82 million in total
assets, $12.67 million in total liabilities and $2.15 million in
total shareholders' equity.

In the first quarter 2017 cash used in operations was $6.7 million
compared to $3.0 million for the same period in 2016.

As of March 31, 2017, backlog was $8.5 million and cash and cash
equivalents were $7.7 million.

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

                   https://is.gd/eqQXrQ

                     About MicroVision
  
Redmond, Washington-based MicroVision, Inc., is developing its
PicoP(R) display technology that can be adopted by its customers to
create high-resolution miniature laser display and imaging modules.
This PicoP display technology incorporates the company's patented
expertise in two-dimensional Micro-Electrical Mechanical Systems
(MEMS), lasers, optics and electronics.

MicroVision reported a net loss of $16.47 million for the year
ended Dec. 31, 2016, compared to a net loss of $14.54 million for
the year ended Dec. 31, 2015.

Moss Adams LLP, in Seattle, Washington, issued a "going concern"
qualification on the consolidated financial statements for the year
ended Dec. 31, 2016, citing that the Company has incurred losses
from operations and has an accumulated deficit, which raises
substantial doubt about its ability to continue as a going concern.


MILK HOUSE: Case Summary & Unsecured Creditor
---------------------------------------------
Debtor: The Milk House, L.L.C.
        2324 Shore Road
        Yadkinville, NC 27055

Case No.: 17-50460

Business Description: The Debtor is a single asset real estate (as
                      defined in 11 U.S.C. Section 101(51B)).
                      Contemporaneously, the Debtor's members
                      Wiley Walter Shore and Shelby Jean Matthews
                      Shore also sought bankruptcy petition.

Chapter 11 Petition Date: April 27, 2017

Court: United States Bankruptcy Court
       Middle District of North Carolina (Winston-Salem)

Judge: Hon. Lena M. James

Debtor's Counsel: Thomas W. Waldrep, Jr., Esq.
                  WALDREP LLP
                  101 S. Stratford Road, Suite 210
                  Winston-Salem, NC 27104
                  Tel: 336-717-1280
                  Fax: 336-717-1340
                  E-mail: notice@waldrepllp.com

Estimated Assets: $500,000 to $1 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Walter Shore, managing member.

The Debtor listed Duke Energy as its unsecured creditor holding an
unknown amount of claim.

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

          http://bankrupt.com/misc/ncmb17-50460.pdf


MOIN LLC: Plan to be Funded from Operation Revenues
---------------------------------------------------
Moin, LLC, d/b/a A & M Food Mart, filed with the U.S. Bankruptcy
Court for the Western District of Texas a combined disclosure
statement and plan of reorganization.

The Plan is based upon the Debtor's belief that the continuing
operation of its assets and business will result in the maximum
recovery possible for holders of claims. The Debtor believes that
the best alternative in terms of maximizing dividends to all
parties lies in implementing the Plan. The Debtor's plan for
continued operation of the business is to operate generally as it
has in the past.

The revenues from operations will be used to make fixed payments to
the secured and unsecured creditors. However, the owner of the
property has contemplated the sale of the business. Although it is
not officially on the market, if the owner receives a written
contract on the property which is of sufficient amount to pay off a
substantial amount of the Debtor's debt, the owner may consider
such an offer.

Class 3 under the plan is the Allowed Claim of Cherokee CAD. An
objection to this claim has been filed with the Court. The Debtor
contends that there are no monies due and owing to the taxing
authority. However, in the event the Court allows the Claim, this
creditor will be paid in full, with interest to be paid at the rate
of 12% per annum. The Debtor will make monthly payments of $500 per
month to this creditor until paid in full. The first payment will
commence 30 days after the Effective Date. The Debtor will be the
disbursing agent.

Class 5 under the plan are Allowed Unsecured Claims Against the
Debtor. There are no claims in this class.

The Debtor will continue to do business as it did pre-petition
until confirmation of the plan. If the plan is confirmed, the
reorganized Debtor will continue to operate as it did pre-filing.

The Disclosure Statement is available at:

          http://bankrupt.com/misc/txwb17-60065-24.pdf

The Debtor is represented by:

     John A. Montez, Esq.
     MONTEZ & WILLIAMS, P.C.
     3809 W. Waco Drive
     Waco, TX 76710
     (254) 759-8600
     (254) 759-8700 FAX
     Email: johna.montez@yahoo.com

                       About Moin LLC

Moin, LLC sought protection under Chapter 11 of the Bankruptcy Code
(Bankr. W.D. Tex. Case No. 17-60065) on February 1, 2017.  The
petition was signed by Amer Mohiuddin, President.  

At the time of the filing, the Debtor estimated assets of less than
$50,000 and liabilities of less than $500,000.


MONDO WINE: Taps Linda Hamilton as Accountant
---------------------------------------------
Mondo Wine Estate LLC seeks approval from the U.S. Bankruptcy Court
for the Central District of California to hire an accountant.

The Debtor proposes to hire Linda Hamilton, a certified public
accountant, to prepare its tax returns and provide other accounting
services related to its Chapter 11 case.

No retainer has been paid by the Debtor to the proposed accountant.
Ms. Hamilton, however, received a retainer of $750 from an entity
related to the Debtor.

Ms. Hamilton disclosed in a court filing that she does not hold any
interest adverse to the Debtor's bankruptcy estate.

Ms. Hamilton maintains an office at:

     Linda Hamilton
     1538 Oak Street
     Paso Robles, CA 93446
     Phone: (805) 227-4436
     Fax: (805) 227-6362
     Email: linda@ljhamiltoncpa.com

                     About Mondo Wine Estate

Mondo Wine Estate LLC, based in Paso Robles, CA, filed a Chapter 11
petition (Bankr. C.D. Cal. Case No. 17-10509) on March 24, 2017.
In its petition, the Debtor estimated $2.7 million in assets and
$2.24 million in liabilities. The petition was signed by Carl
Douglas Mondo, managing member.

The Hon. Peter Carroll presides over the case.  William C. Beall,
Esq., at Beall & Burkhardt, APC, serves as the Debtor's bankruptcy
counsel.


MRI INTERVENTIONS: Reports 44% Increase in Revenue for Q1
---------------------------------------------------------
MRI Interventions, Inc., announced financial results for the first
quarter ended March 31, 2017.  The Company reported a net loss of
$1.65 million for the three months ended March 31, 2017, compared
to a net loss of $2.04 million for the three months ended March 31,
2016.

Frank Grillo, president and CEO of MRI Interventions, stated: "We
are very pleased to begin 2017 with another quarter of record
results.  In addition to 44% revenue growth over the first quarter
of 2016, we achieved:

   * A record 146 procedures in the first quarter, our eighth
     quarter in a row of growth in procedure volume;

   * Two systems sales closed, three new systems evaluations
     initiated, and four accounts completed their first procedures

     with ClearPoint;

   * Installed base reached 49 accounts; and

   * Continued expense control and leverage of our resources,
     resulting in a 16% decrease in our use of cash to fund
     operations

"This momentum has carried into the second quarter, where we see
continued strength in neurosurgery procedure growth at our existing
centers, and our pipeline for new accounts remains on track.  We
believe we have increased our market opportunities with two
exciting new relationships.  These relationships are intended to
leverage and expand our MRI guided surgical platform into
additional unmet medical needs, which include:

   * Jointly with Mayo Clinic, designing and developing MRI-
     guided, minimally invasive therapies for stroke.  The initial
     focus of the collaboration is the development and
     commercialization of a novel, MRI-guided product for the
     treatment of intra cerebral hemorrhage ("ICH").

   * Jointly with Acoustic Medsystems, developing an innovative
     ablation technology and procedure for the treatment of
     locally advanced, non-resectable pancreatic cancer.

"We believe continued growth in our core neuro-navigation business
and these two new technology development agreements hold tremendous
promise for our company.  We look forward to further increasing
utilization and broadening our product line to include additional
therapeutic treatments where the power of MRI-guided imaging can
bring value to patients, surgeons and hospitals."

Total revenues were $2.0 million for the three months ended March
31, 2017, an increase of $613,000, or 44%, compared with $1.4
million for the  same period in 2016.  This increase was due
primarily to an increase in the Company's disposable product
sales.

ClearPoint disposable product sales increased $559,000, or 51%, to
$1.7 million for the three months ended March 31, 2017, compared
with $1.1 million for the same period in 2016.  This growth in
disposable sales reflected a record 146 ClearPoint Neuro Navigation
System procedures performed in the 2017 first quarter.

ClearPoint reusable product sales were $259,000 for the three
months ended March 31, 2017, compared with $262,000 for the same
period in 2016.  Reusable products consist primarily of computer
hardware and software bearing sales prices that are appreciably
higher than those for disposable products and historically have
fluctuated from period to period.

Gross margin on product revenues for the three months ended
March 31, 2017, was 61%, compared to gross margin of 49% for the
same period in 2016.  The increase in gross margin was due
primarily to product mix differences between the three months ended
March 31, 2017, and 2016 in the equipment configuration of hardware
and software in ClearPoint systems sold during those respective
periods.  The increase in gross margin also reflected greater
production efficiencies achieved during the three months ended
March 31, 2017, due to higher sales and production volumes relative
to the same period in 2016.

Research and development costs were $558,000 during the three
months ended March 31, 2017, compared to $657,000 during the same
period in 2016, a decrease of $99,000, or 15%.  The decrease was
due primarily to decreases in personnel costs, professional fees
and product development costs.

Selling, general and administrative expenses were $2.1 million
during the three months ended March 31, 2017, compared with $2.0
million during the same period in 2016, an increase of $76,000, or
4%.  The increase was primarily attributable to increases in
personnel costs associated with additions to the Company's clinical
specialist group, and increased professional fees, partially offset
by a decrease in stock-based compensation costs.

The Company's operating loss for the three months ended March 31,
2017 declined $580,000, or 30%, to $1.4 million, as compared with
$1.9 million for the same period in 2016.

During the three months ended March 31, 2017, and 2016, the Company
recorded a loss of $93,000 and a gain of $160,000, respectively,
resulting from changes in the fair value of derivative liabilities.
For the three months ended March 31, 2017, such derivative
liabilities related to: (a) the issuance of warrants in connection
with 2012 and 2013 private placement transactions; and (b) an
amendment, in June 2016, of the Company's note payable to Brainlab
AG to add contingent conversion terms and potential down round
pricing protection of warrants issued in connection with that note
as discussed further below. For the three months ended March 31,
2016, derivative liabilities were limited to the issuance of
warrants in connection with the 2012 and 2013 private placement
transactions.

Net interest expense during the three months ended March 31, 2017,
and 2016 was $213,000 and $345,000, respectively, a decrease of
$132,000, or 38%.  This decrease was due to the reduction of
principal balances of the note payable to Brainlab, resulting from
the restructuring of that note, and to holders of junior secured
notes payable that were issued in 2014, resulting from the
conversion into equity of certain of those notes.

Reflecting the effects of these non-cash items, net loss for the
three months ended March 31, 2017, was $1.7 million, as compared
with $2.0 million for the same period in 2016.

In April 2016, the Company entered into a securities purchase
agreement with Brainlab under which a note payable to Brainlab in
the principal amount of $4.3 million was restructured and, among
other items, the Company: (i) entered into a patent and technology
license agreement with Brainlab for software relating to the
Company's SmartFrame device, in consideration for the cancellation
of $1.0 million of the principal amount of the Brainlab Note; and
(ii) issued to Brainlab, in consideration for the cancellation of
approximately $1.3 million of the principal amount of the Brainlab
Note, equity units, consisting of shares of the Company's common
stock and warrants to purchase shares of common stock.  The
restructured note matures on Dec. 31, 2018.

On June 30, 2016, the Company entered into an amendment with
Brainlab, with respect to the Brainlab Note, under which the
parties agreed that, in the event the Company closes a qualified
public offering: (i) $500,000 of the principal balance of the note,
plus all unpaid accrued interest on that amount, will automatically
convert into the security offered in the qualified public offering;
and (ii) the exercise price for 34,957 shares of common stock
underlying warrants issued in connection with the note will be
reduced as provided in the Amendment.

On Aug. 31, 2016, the Company entered into amendments with the two
holders of the 2014 Junior Secured Notes that provided, in the
event the Company were to close a private equity offering, for: (a)
the conversion to equity of an aggregate of $1.75 million of
principal based on the private offering price; and (b) a reduction
in the exercise price for shares of common stock that may be
purchased upon exercise of warrants issued in connection with the
issuance of such notes based the private offering's terms for
warrant exercise pricing.  On Sept. 2, 2016, the Company completed
a private equity offering, resulting in the principal conversion
and reduction of the warrant exercise price.

As previously announced, on July 21, 2016, the Company's Board of
Directors approved a 1-for-40 reverse stock split of its issued
common stock, which was effectuated on July 26, 2016.  All
disclosure of common shares and per share data in the accompanying
condensed consolidated financial statements have been adjusted
retroactively to reflect the reverse stock split for all periods
presented.

As of March 31, 2017, MRI Interventions had $6.19 million in total
assets, $8.39 million in total liabilities and a $2.20 million
total stockholders' deficit.

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

                   https://is.gd/OZFVND

                  About MRI Interventions

Based in Irvine, Calif., MRI Interventions, Inc., is a medical
device company.  The Company develops and commercializes platforms
for performing minimally invasive surgical procedures in the brain
and heart under direct, intra-procedural magnetic resonance imaging
(MRI) guidance.  It has two product platforms: ClearPoint system,
which is used to perform minimally invasive surgical procedures in
the brain and ClearTrace system, which is under development, to be
used to perform minimally invasive surgical procedures in the
heart.

MRI Interventions incurred a net loss of $8.06 million for the year
ended Dec. 31, 2016, compared to a net loss of $8.44 million for
the year ended Dec. 31, 2015.  

Cherry Bekaert LLP, in Charlotte, North Carolina, issued a "going
concern" qualification on the consolidated financial statements for
the year ended Dec. 31, 2016, citing that the Company incurred net
losses during the years ended Dec. 31, 2016, and 2015 of
approximately $8.1 million and $8.4 million, respectively.
Additionally, the stockholders' deficit at Dec. 31, 2016, was
approximately $756,000.  These conditions raise substantial doubt
about the Company's ability to continue as a going concern.


MRI INTERVENTIONS: Signs License Agreement with Acoustic
--------------------------------------------------------
MRI Interventions, Inc., announced it has signed a license and
collaboration agreement with Acoustic MedSystems, Inc., a
developer of novel ultrasound ablation technologies and systems.
Under the agreement, MRI Interventions and AMS will co-develop
real-time, MRI-guided ultrasonic ablation therapies with an initial
focus on the treatment of pancreatic cancer.  Development of these
therapies will further expand the capabilities and addressable
market for MRI Interventions' revolutionary MRI-guided surgical
platform.

Pancreatic cancer is a debilitating form of cancer, with over
50,000 patients diagnosed each year in the United States.  In
approximately half of these patients, the cancer has metastasized
to other locations in the body, and is not treatable surgically. In
cases where the cancer has not metastasized, the tumor is often
complex in shape, location, and structure.  Due to these
complexities, it is estimated that surgeons are unable to
surgically resect these otherwise local pancreatic tumors in
approximately 15,000 - 20,000 patients per year.  MRI Interventions
and AMS believe an MRI-guided ultrasound ablation therapy can
provide a promising, new treatment approach for these patients.

"Part of our strategic plan is to expand the breadth of our
technology to encompass other therapies that can benefit from real
time MRI guidance, navigation and targeting," said Frank Grillo,
president and chief executive officer of MRI Interventions.  "By
combining our know-how in MRI-guided procedures with AMS's ability
to utilize ultrasonic energy to ablate complex tumors, we believe
we can provide a therapy for these patients, which will enable
surgeons to reduce the size and shape of the tumor with ablation,
and then resect previously unresectable pancreatic cancer.  We look
forward to further developing this exciting technology with AMS."

The initial product development effort will combine MRI
Interventions' technology related to real-time MRI guidance and
thermometry, with AMS's technology for controlled ultrasonic
ablation.  Both companies have achieved 510(k) clearance for their
respective technologies in other fields, and will work together to
develop new product candidates for the pancreatic cancer
application.  As part of the agreement, MRI Interventions receives
an exclusive license to AMS's technology in the field of pancreatic
cancer, and will work collaboratively with AMS to develop MRI
guided ultrasound ablation products that can shape and conform
thermal therapy treatment to pancreatic cancer.

                   About MRI Interventions

Based in Irvine, Calif., MRI Interventions, Inc., is a medical
device company.  The Company develops and commercializes platforms
for performing minimally invasive surgical procedures in the brain
and heart under direct, intra-procedural magnetic resonance imaging
(MRI) guidance.  It has two product platforms: ClearPoint system,
which is used to perform minimally invasive surgical procedures in
the brain and ClearTrace system, which is under development, to be
used to perform minimally invasive surgical procedures in the
heart.

MRI Interventions incurred a net loss of $8.06 million for the year
ended Dec. 31, 2016, compared to a net loss of $8.44 million for
the year ended Dec. 31, 2015.  As of Dec. 31, 2016, the Company had
$7.40 million in total assets, $8.15 million in total liabilities
and a total stockholders' deficit of $756,069.

Cherry Bekaert LLP, in Charlotte, North Carolina, issued a "going
concern" qualification on the consolidated financial statements for
the year ended Dec. 31, 2016, citing that the Company incurred net
losses during the years ended Dec. 31, 2016, and 2015 of
approximately $8.1 million and $8.4 million, respectively.
Additionally, the stockholders' deficit at Dec. 31, 2016, was
approximately $756,000.  These conditions raise substantial doubt
about the Company's ability to continue as a going concern.


NAKED BRAND: Incurs $10.8 Million Net Loss in Fiscal 2017
---------------------------------------------------------
Naked Brand Group Inc. filed with the Securities and Exchange
Commission its annual report on Form 10-K disclosing a net loss of
US$10.78 million for the year ended Jan. 31, 2017, compared with a
net loss of US$19.06 million for the year ended Jan. 31, 2016.  The
fiscal year 2017 net loss included $5.3 million in non-cash stock
option compensation charges, compared to $5.6 million of non-cash
stock option compensation charges in fiscal year 2016.

For the year ended Jan. 31, 2017, net sales increased by 32.6% to
US$1.8 million, compared to US$1.4 million for the year ended Jan.
31, 2016.  Gross margin was 20.5% for the fiscal year 2017,
compared to 7.1% for the fiscal year 2016.

For the three months ended Jan. 31, 2017, the Company reported a
net loss of US$2.59 million on US$549,900 of net sales compared to
a net loss of US$10.58 million on US$451,300 of net sales for the
three months ended Jan. 31, 2016.

As of Jan. 31, 2017, Naked Brand had US$3.68 million in total
assets, US$2.36 million in total liabilities and US$1.32 million in
total stockholders' equity.  Total cash and cash equivalents at
Jan. 31, 2017, were US$0.9 million compared to US$4.8 million at
Jan. 31, 2016.  Subsequent to fiscal year-end, the Company
completed an "at-the-market" offering for gross proceeds of US$5.5
million through the sale of 2,189,052 shares of the Company's
common stock at an average price of $2.51 per share.

The Company ended fiscal year 2017 with US$2.2 million of inventory
on hand compared to US$0.9 million for the same period of fiscal
2016.  The increase was the result of the procurement of additional
collections, including the women's intimates and Wade X Naked
collections.

BDO USA, LLP, in New York, issued a "going concern" qualification
on the consolidated financial statements for the year ended
Jan. 31, 2017, stating that the Company incurred a net loss of
$10,798,503 for the year ended Jan. 31, 2017, and the Company
expects to incur further losses in the development of its business.
This condition raises substantial doubt about the Company's
ability to continue as a going concern.

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

                    https://is.gd/tiLyEA

                     About Naked Brand

Naked Brand Group Inc. designs, manufactures, and sells men's
innerwear and lounge apparel products in the United States and
Canada.  It offers various innerwear products, including trunks,
briefs, boxer briefs, undershirts, T-shirts, and lounge pants under
the Naked brand, as well as under the NKD sub-brand for men. The
company sells its products to consumers and retailers through
wholesale relationships and direct-to-consumer channel, which
consists of an online e-commerce store, thenakedshop.com.  Naked
Brand Group Inc. is based in New York.


NEW JERSEY MICRO-ELECTRONIC: Case Summary & 10 Unsecured Creditors
------------------------------------------------------------------
Debtor: New Jersey Micro-Electronic Testing, Inc.
        1240 Main Avenue
        Clifton, NJ 07011

Case No.: 17-18977

Business Description: Based in Clifton, NJ, New Jersey Micro-
                      Electronic Testing, Inc. --
                      http://njmetmtl.com/-- provides  
                      professional electronic component testing to
                      the commercial, military, aerospace,
                      industrial and automotive fields worldwide
                      for nearly 40 Years.  The Company posted
                      gross revenue of $2.25 million in 2016
                      compared to gross revenue of $2.59 million
                      in 2015.

Chapter 11 Petition Date: May 1, 2017

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

Judge: Hon. John K. Sherwood

Debtor's Counsel: Matteo Percontino, Esq.
                  NORRIS MCLAUGHLIN & MARCUS, PA
                  400 Crossing Boulevard, 8th Floor
                  Bridgewater, NJ 08807
                  Tel: 908-722-0700
                  E-mail: mpercontino@nmmlaw.com

                    - and -

                  Bruce J. Wisotsky, Esq.
                  NORRIS MCLAUGHLIN & MARCUS, PA
                  400 Crossing Boulevard
                  Ste 8th Floor
                  Bridgewater, NJ 08807
                  Tel: 908-252-4347
                  E-mail: bwisotsky@nmmlaw.com

Total Assets: $483,782

Total Liabilities: $4.68 million

The petition was signed by Giacomo Federico, president.

A copy of the Debtor's list of 10 unsecured creditors is available
for free at http://bankrupt.com/misc/njb17-18977.pdf


NEXT GROUP: Will Sell Back AIM to DKM for $1
--------------------------------------------
Next Group Holdings, Inc. signed a Purchase and Sale Agreement with
Dean Keatin Marketing, LLC and related parties to sell back AIM
(Accent Intermedia, LLC) to DKM.  This Agreement will release NXGH
from approximately $1.9 million in debt and other obligations.
NXGH acquired AIM from DKM when it signed the previous "Purchase
and Sale Agreement" on July 22, 2016.

As per the Agreement, NXGH will sell, transfer and deliver to DKM,
100% of the capital stock of Transaction Processing Products, Inc.
and all AIM venture debt, for $1.  DKM will indemnify and hold
harmless NXGH for any and all liabilities or costs incurred by NXGH
arising from AIM prior to July 7, 2016, including the approximate
$2 million in payables currently being carried by AIM. Upon
execution, this $2 million in payables will be removed from the
consolidated financial statements of NXGH.  NXGH is responsible for
any and all costs associated with the termination of any employee
of AIM that occurred after July 7, 2016, to the date of this
Agreement.

As per the Agreement, NXGH will be entitled to 45% of the gross
proceeds of any settlement or judgment obtained by AIM, DKM, TPP or
any of their assignees or successors in interest from its
litigation against ComData, Inc./FleetCor.

The parties have agreed to use their best efforts to complete all
pre-closing due diligence and enter into a definitive agreement.

                    About Next Group Holdings

Next Group Holdings, Inc., formerly Pleasant Kids, Inc., through
its operating subsidiaries, is engaged in the business of using
its technology and certain licensed technology to provide mobile
banking, mobility and telecommunications solutions to underserved,
unbanked and emerging markets.  Its subsidiaries are Meimoun and
Mammon, LLC (100% owned), Next Cala, Inc (94% owned).  NxtGn, Inc.
(65% owned) and Next Mobile 360, Inc. (100% owned).  Additionally,
Next Cala, Inc. has a 60% interest in NextGlocal, a joint venture
formed in May 2016.

Pleasant Kids reported a net loss of $1.82 million for the year
ended Sept. 30, 2015, following a net loss of $1.72 million for the
year ended Sept. 30, 2014.

As of Sept. 30, 2016, Next Group had $4.79 million in total assets,
$9.04 million in total liabilities, all current, a total
stockholders' deficit of $1.62 million, and $2.62 million in total
non-controlling interest in subsidiaries.

Anton & Chia, LLP, in Newport Beach, California, issued "going
concern" qualification on the consolidated financial statements for
the year Sept. 30, 2015, citing that the Company has a minimum cash
balance available for payment of ongoing operating expenses, has
experienced losses from operations since inception, and it does not
have a source of revenue sufficient to cover its operating costs.
These factors raise substantial doubt about the Company's ability
to continue as a going concern.


NICE CAR: Seeks Interim Authorization on Cash Collateral Use
------------------------------------------------------------
Nice Car, Inc., seeks authorization from the U.S. Bankruptcy Court
for the Southern District of Florida to use cash collateral on an
interim basis.

The Debtor proposes to use cash collateral which may include
cash-on-hand and cash to be generated from the continued operations
of its business, including the collection of its accounts
receivable and the sale of inventory.

In addition, the Debtor proposes to use the cash collateral during
the Interim Period solely to pay the ordinary, necessary and
reasonable expenses of operating its business exclusively in
accordance with and subject to the Budget. The Budget includes a
four month estimate of the costs and expenses of administering the
Case, including payments under the Carve-Out. The Budget provides
total expenses in the aggregate sum of $630,762 for the month of
May 2017 through August 2017.

The Debtor is currently indebted to Stirling Financial LLC  in the
sum of $20,978,653, secured by the Debtor's intangibles and all
proceeds thereof, including but not limited to all accounts,
chattel paper, documents, instruments, promissory notes and
tangibles, including inventory.

Accordingly, the Debtor will grant Stirling Financial the following
adequate protection:

     (a) additional and replacement valid, binding, enforceable,
nonavoidable, and automatically perfected postpetition security
interests in and liens, on all property of the Debtor and the
Debtor's estate, whether now owned or hereafter acquired or
existing and wherever located, including proceeds and all products
of the foregoing;

     (b) an allowed administrative expense claim in the Case ahead
of and senior to any and all other administrative expense claims in
such Cases to the extent of any postpetition Diminution in Value;

     (c) monthly adequate protection payment of $10,000. The first
Adequate Protection Payment shall be due on or before May 20th,
2017;

     (d) the Debtor will permit representatives, agents, and
employees of Stirling Financial to:                 

          (i) have access to and inspect the Debtor's assets;

          (ii) examine the Debtor’s books and records; and

          (iii) to discuss the Debtor's affairs, finances, and
condition with the Debtor's officers and financial advisors.

The Adequate Protection Liens, the Superpriority Claim and the
Adequate Protection Payment, will be subject and subordinate to the
following expenses:

     (a) all fees required to be paid to the Clerk of the
Bankruptcy Court and to the U.S. Trustee plus interest at the
statutory rate; and

     (b) all accrued but unpaid costs, fees, and expenses incurred
by persons or firms retained by the Debtors, to the extent allowed
at any time whether allowed by interim order, procedural order, or
otherwise in an aggregate amount not to exceed $90,000.

The Debtor's authorization to use cash collateral will terminate
upon the expiration of the Remedies Notice Period following an
event of default. The following events will each constitute an
event of default:

        (i) the violation of or failure by the Debtor to perform,
in any respect, any of the terms, provisions, conditions,
covenants, or obligations under the Interim Order, including the
Budget;

        (ii) obtaining of credit or the incurring of indebtedness
that is secured by a security interest, mortgage or other lien on
all or any portion of the Postpetition Collateral which is equal or
senior to any security interest, mortgage or other lien of Stirling
Financial, or entitled to priority administrative status which is
equal or senior to that granted to Stirling Financial;

        (iii)  the institution of a Challenge after a party in
interest has been granted standing by order of the Court;

        (iv) any lien or security interest purported to be created
under the Prepetition Loan Documents will cease to be, or will be
asserted by the Debtor not to be, a valid and perfected lien on or
security interest in any Prepetition Collateral, with the priority
required by the Prepetition Loan Documents or the Interim Order;

        (v) entry of an order by the Court granting relief from or
modifying the automatic stay (a) to allow any creditor to execute
upon or enforce a lien on or security interest in any Postpetition
Collateral, or (b) with respect to any lien of or the granting of
any lien on any Postpetition Collateral to any state or local
environmental or regulatory agency or authority;

        (vi)  the reversal, vacatur, or modification of the Interim
Order; dismissal of the Case or conversion of the Case to a case
under chapter 7, or appointment of a Chapter 11 trustee or examiner
with enlarged powers or other responsible person;

        (vii)  the sale of any portion of the Debtor's assets
outside the ordinary course of business without the prior written
consent of Stirling Financial, in its sole discretion;

        (viii)  the Debtor's failure to obtain entry of the Final
Order by May 26, 2017;

        (ix) the Debtor's failure to file a plan of reorganization
by May 26, 2017;

        (x) the Debtor's failure to obtain confirmation of the Plan
by July 31, 2017;

        (xi) the granting of any motion providing for
reconsideration, stay, or vacatur of the Interim Order; or (1) the
Debtor will assert in any pleading filed in any court that any
material provision of the Interim Order is not valid and binding
for any reason, or (2) any material provision of the Interim Order
will, for any reason, cease to be valid and binding without the
prior written consent of Stirling Financial.

A full-text copy of the Debtor's Motion, dated April 25, 2017, is
available at http://tinyurl.com/mp4j9e2


                          About Nice Car, Inc.

Founded in 1977, Nice Car -- https://nicecar1977.com/ -- is a
family owned and operated full service used car dealer.  The
Debtor's business is located in Hollywood, Broward County, Florida
and serves customers throughout the South Florida area. Steven
Kerzer is the 100% shareholder of the Debtor and the Debtor's
president.

Nice Car, Inc. filed a Chapter 11 petition (Bankr. S.D. Fla. Case
No. 17-15001), on April 24, 2017.  The petition was signed by
Steven Kerzer, president.  The case is assigned to Judge Raymond B
Ray. The Debtor is represented by Robert F. Reynolds, Esq. at
Slatkin & Reynolds, P.A. At the time of filing, the Debtor had
estimated assets and liabilities ranging from $10 million to $50
million.


NICK STELLEY: Committee Taps Young Cotter as Legal Counsel
----------------------------------------------------------
The official committee of unsecured creditors of Nick Stelly
Welding, LLC seeks approval from the U.S. Bankruptcy Court for the
Western District of Louisiana to hire legal counsel.

The committee proposes to hire Young, Cotter & Meade, LLC to, among
other things, give legal advice regarding the administration of the
Debtor's Chapter 11 case, investigate the Debtor's financial
condition, and assist in negotiations in connection with the
formulation of a bankruptcy plan.

The firm will receive an hourly rate of $300 for its services.

Young, Cotter does not represent any interest adverse to the
committee and the Debtor's bankruptcy estate.

The firm can be reached through:

     Adam G. Young, Esq.
     Young, Cotter & Meade, LLC
     315 S. College Road, Suite 163
     Lafayette, LA 70503
     Phone: 337-261-8800
     33Fax: 7-234-3133
     Email: adam@ycmlawfirm.com

                    About Nick Stelly Welding

Nick Stelly Welding, LLC, a company based in Rayne, Louisiana,
sought protection under Chapter 11 of the Bankruptcy Code (Bankr.
W.D. La. Case No. 17-50142) on February 9, 2017.  The petition was
signed by Nicholas Stelly, owner.  

At the time of the filing, the Debtor disclosed $1.78 million in
assets and $3.12 million in liabilities.

The case is assigned to Judge Robert Summerhays.  Weinstein & St.
Germain, LLC is the Debtor's bankruptcy counsel.

On March 10, 2017, the Office of the U.S. Trustee appointed an
official committee of unsecured creditors.


NOTIS GLOBAL: Removes Marcum LLP as Accountants
-----------------------------------------------
Notis Global, Inc., dismissed Marcum, LLP, as its principal
accountant effective April 21, 2017.  The report of Marcum on the
Company's consolidated financial statements for the fiscal years
ended Dec. 31, 2014, and 2015 did not contain an adverse opinion or
a disclaimer of opinion and was not qualified or modified as to
uncertainty, audit scope, or accounting principles, except that
Marcum's report for the years ended Dec. 31, 2014, and 2015
included an explanatory paragraph raising substantial doubt about
the Company's ability to continue as a going concern.

As disclosed in Item 9A of the Company's Annual Report on Form 10-K
for the year ended Dec. 31, 2015, the Company's management and
Board identified certain matters that constituted material
weaknesses in the Company's internal control over financial
reporting and such weakness was advised by Marcum.

The Company said that during the fiscal years ended Dec. 31, 2014,
and 2015, and the subsequent period through April 21, 2017, the
date of dismissal, there were no disagreements with Marcum on any
matter of accounting principles or practices, financial statement
disclosures, or auditing scope or procedures, which
disagreement(s), if not resolved to the satisfaction of Marcum,
would have caused it to make reference to the subject matter of the
disagreement(s) in connection with its report, nor were there any
reportable events as defined in Item 304(a)(1)(iv) of Regulation
S-K.

The Company engaged Sadler, Gibb & Associates, LLC as its new
principal accountant effective as of April 21, 2017.  During the
fiscal years ended Dec. 31, 2014, and 2015, and the subsequent
interim period through April 21, 2017, neither the Company nor
anyone on its behalf engaged Sadler, Gibb regarding either the
application of accounting principles to a specified transaction,
either completed or proposed, or the type of audit opinion that
might be rendered on the Registrant's financial statements, or any
matter that was either the subject of a "disagreement" or a
"reportable event," both as such terms are defined in Item 304 of
Regulation S-K.

The decision to dismiss Marcum and to engage Sadler Gibb was
recommended and approved both by the Company's Audit Committee of
the Board of Directors and by the Board of Directors.

                     About Notis Global

Headquartered in Los Angeles, Notis Global, Inc., provides
specialized services to the hemp and marijuana industry.
The Company enters into joint ventures and operating and management
agreements with its partners and conducts consulting services for
its clients.  The Company also acts as a distributor of hemp
products processed by its contract partners.  Furthermore, the
Company owns and manages real estate used by its contract partners
for cultivation centers and dispensaries.

As of June 30, 2016, Notis Global had $7.14 million in total
assets, $24.54 million in total liabilities and a total
stockholders' deficit of $17.39 million.

Notis Global reported a net loss of $50.44 million in 2015
following a net loss of $16.54 million in 2014.

Marcum LLP, in Los Angeles, CA, issued a "going concern"
qualification on the consolidated financial statements for the year
ended Dec. 31, 2015, citing that the Company has a significant
working capital deficit and an accumulated deficit as of Dec. 31,
2015, and has incurred a significant net loss and negative cash
flows from operations for the years ended Dec. 31, 2015, and 2014.
The foregoing matters raise substantial doubt about the Company's
ability to continue as a going concern.


ONTARIO CENTURY: Sale of Chicago Condo Unit to Marc for $884K OK'd
------------------------------------------------------------------
Judge Timothy A. Barnes of the U.S. Bankruptcy Court for the
Northern District of Illinois authorized Ontario Century Property,
LLC's sale of commercial condominium unit #200 located at 182 West
Lake Street, Chicago, Illinois, to Marc Realty Capital, LLC, for
$884,000.

The Debtor is authorized to pay from the sales proceeds all
necessary closing costs incurred with the sale including title
charges, escrow fees, recording fees, real estate tax payments and
prorations, real estate broker1 s commission, and attorneys' fees
to special counsel.

All liens, claims and encumbrances will attach to the net sales
proceeds and that the net sales proceeds will be held in a joint
order escrow at Chicago Title and Trust Co.

The notice of the motion to sell pursuant to Bankruptcy Rule
2002(a)(2) be, and is, reduced to five days for good cause shown.

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

      http://bankrupt.com/misc/Ontario_Century_142_Order.pdf

                 About Ontario Century Property

Ontario Century Property, LLC, sought Chapter 11 protection
(Bankr. N.D. Ill. Case No. 15-34713) on Oct. 13, 2015.  At the
Date of filing, the Debtor was the recorded title owner of one
Commercial condominium unit and three residential condominium
units.  

The Debtor estimated assets of $0 to $50,000 and $500,001 to $1
million in liabilities.

Joel A. Schechter, Esq., at Law Offices of Joel Schechterm, serves
as the Debtor's counsel.


PENICK PRODUCE: Wants to Use BancorpSouth Cash Collateral
---------------------------------------------------------
Penick Produce Company, Inc., Penick Business, LP, and Penick, LP
seek interim authorization from the U.S. Bankruptcy Court for the
Northern District of Mississippi to use cash collateral in which
BancorpSouth asserts a valid and perfected first priority security
interest.

The Debtors maintain that they have an immediate need to use cash
collateral for the purpose of meeting necessary expenses incurred
in the ordinary course of their businesses, including payroll,
operating expenses, costs of acquiring and maintaining inventory
and costs associated with their restructuring and these proceedings
during the period set forth in the Budget.

As reflected in the Budget, the Debtors' operations show a
projected net operating disbursements in the aggregate sum of
$1,052,141 spanning the week ending May 7, 2017 through the week
ending July 30, 2017.

The Debtors assert that their inability to use cash collateral on
the interim would likely jeopardize the viability of the ongoing
operations of their businesses and would most certainly cause
irreparable harm to their estates. The Debtors further assert that
interruption of operations will threaten termination of a
significant source of funds available to the Debtors, making a
resulting liquidation a virtual certainty.

BancorpSouth asserts liens and security interests on several
categories of the Debtors' assets, including (a) a security
interest in inventory, accounts receivable and equipment owned by
the Debtor Penick Produce Co., Inc.; (b) deed of trust liens on
numerous parcels of real property located in the First Judicial
District of Chickasaw County, Mississippi, and Calhoun County,
Mississippi, both owned by the Debtor Penick Business, L.P., and
(c) assignment of a life insurance policy.

the Debtors are believe that the lien and security rights asserted
against to them primarily arise under several loan documents to
which one or more of the Debtors are party:

     (a) Under the Line Note and related loan documents,
BancorpSouth is owed approximately $2,700,000, as of the Petition
Date, and as security, Bancorpsouth asserts liens and security
interests in working capital assets having an approximate value of
$4,900,000 as of the Petition Date  and real property assets having
an approximate value believed to be between $5,000,000 and
$6,500,000.

     (b) Under Term Loan 1, BancorpSouth is owed approximately
$1,200,000 as of the Petition Date, and and as security,
Bancorpsouth asserts liens on the Term Loan 1 Collateral having an
approximate value believed to be between $2,000,000 and
$2,750,000.

     (c) Under Term Loan 2, BancorpSouth is owed approximately
$655,000 as of the Petition Date, and as security, Bancorpsouth
asserts liens on the Term Loan 2 Collateral having an approximate
value believed to be between $2,000,000 and $3,000,000.

The Debtors assert that the value of the collateral securing their
loans to BancorpSouth provides a substantial equity cushion such
that, notwithstanding any other factors, BancorpSouth's interests
in the Debtors' properties and assets is more than sufficiently
adequately protected by this equity cushion.

However, the Debtors propose to grant a conditional continuing
and/or replacement lien to BancorpSouth in postpetition assets,
having the same respective priority as the pre-petition liens, to
secure any postpetition diminution in value thereof to the extent
such interests are entitled to adequate protection against such
diminution under the Bankruptcy Code.

In addition, the Debtors do not believe that the value of the
assets or property that BancorpSouth asserts to be collateral is
depreciating in value from use or from passage of time, nor will
BancorpSouth's collateral position be diminished such that its
substantial equity cushion will erode in any material amount.
Consequently, the Debtors submit that no further conditional
adequate protection is required.

A full-text copy of the Debtor's Motion, dated April 26, 2017, is
available at http://tinyurl.com/moaendl

The Debtors are represented by:

           Douglas C. Noble, Esq.
           McCraney Montagnet Quin Noble PLLC
           602 Steed Road, Suite 200
           Ridgeland, Mississippi 39157
           Telephone: (601) 707-5725
           Facsimile: (601) 510-2939
           Email: dnoble@mmqnlaw.com


                 About Penick Produce Company, Inc.

Penick Produce Company, Inc., and its affiliates Penick Business,
LP, and Penick, LP filed separate Chapter 11 petitions (Bankr. N.D.
Miss. Case Nos. 17-11522, 17-11523 and 17-11524, respectively), on
April 26, 2017. The Debtor is represented by Douglas C. Noble, Esq.
at McCraney Montagnet Quin Noble PLLC.

The Debtors have filed their Motion for Order Directing Joint
Administration of Affiliated Cases, requesting that these
affiliated cases be jointly administered but not substantively
consolidated.

No committees have been appointed and no request for appointment of
a trustee or examiner has been made in any of the Debtors' cases.


PERFORMANCE SPORTS: Canadian Monitor Files 8th Report
-----------------------------------------------------
BankruptcyData.com reported that Ernst & Young, Performance Sports
Group's Court-appointed monitor in the Canadian proceedings, filed
with the U.S. Bankruptcy Court an eighth report, which states:
"Providing the Canadian Court with information regarding the
restructuring proceedings to date and the Debtors' requests for an
extension of the stay of proceedings granted in favor of the
Debtors in the Canadian Proceedings (the 'Stay of Proceedings'),
the suspension of the Monitor's obligation to file certain
financial reports with the Canadian Court and the Debtors'
obligation to hold annual general meetings for the duration of the
Stay of Proceedings, and approving the fees and disbursements of
the Monitor and its counsel. The Applicants and the Monitor are
seeking an order: a) extending the Stay of Proceedings to August 1,
2017; b) suspending the Monitor's obligation to file quarterly
reports with the Court; c) approving the Monitor's Reports and
activities as set out in the Reports; d) approving the fees and
disbursements of the Monitor for the Monitor Fee Period and of its
Canadian counsel, TGF, and its U.S. counsel, A&O, for the Counsel
Fee Period; and e) sealing Confidential Exhibit 'D' attached to
each of the Counsel Fee Affidavits. The Monitor supports the relief
sought."

                  About Performance Sports

Exeter, N.H.-based Performance Sports Group Ltd. (NYSE: PSG) (TSX:
PSG) -- http://www.PerformanceSportsGroup.com/-- is a developer
and manufacturer of ice hockey, roller hockey, lacrosse, baseball
and softball sports equipment, as well as related apparel and
soccer apparel. Its products are marketed under the BAUER, MISSION,
MAVERIK, CASCADE, INARIA, COMBAT and EASTON brand names and are
distributed by sales representatives and independent distributors
throughout the world. In addition, the Company distributes its
hockey products through its Burlington, Massachusetts and
Bloomington, Minnesota Own The Moment Hockey Experience retail
stores.

On Oct. 31, 2016, Performance Sports Group Ltd. and certain of its
affiliates have filed voluntary petitions under Chapter 11 of the
Bankruptcy Code in the District of Delaware and commenced
proceedings under the Companies' Creditors Arrangement Act in the
Ontario Superior Court of Justice.

The U.S. Debtors are: BPS US Holdings Inc.; Bauer Hockey, Inc.;
Easton Baseball/Softball Inc.; Bauer Hockey Retail Inc.; Bauer
Performance Sports Uniforms Inc.; Performance Lacrosse Group Inc.;
BPS Diamond Sports Inc.; and PSG Innovation Inc.

The Canadian Debtors are: Performance Sports Group Ltd.; KBAU
Holdings Canada, Inc.; Bauer Hockey Retail Corp.; Easton
Baseball/Softball Corp.; PSG Innovation Corp. Bauer Hockey Corp.;
BPS Canada Intermediate Corp.; BPS Diamond Sports Corp.; Bauer
Performance Sports Uniforms Corp.; and Performance Lacrosse Group
Corp.

The Debtors have hired Paul, Weiss, Rifkind, Wharton & Garrison LLP
as counsel; Young Conaway Stargatt & Taylor, LLP as co-counsel;
Stikeman Elliott LLP as Canadian legal counsel; Centerview LLP as
investment banker to the special committee; Alvarez & Marsal North
America, LLC, as restructuring advisor; Joele Frank, Wilkinson,
Brimmer, Katcher as communications & relations advisor; KPMG LLP as
auditors; Ernst & Young LLP as CCAA monitor; and Prime Clerk LLC as
notice, claims, solicitation and balloting agent.

Andrew R. Vara, Acting U.S. Trustee for Region 3, on Nov. 10
appointed three creditors of BPS US Holdings, Inc., parent of
Performance Sports, to serve on the official committee of unsecured
creditors. The Creditors' Committee retained by Blank Rome LLP as
counsel, Cassels Brock & Blackwell LLP as Canadian co-counsel, and
Province Inc. as financial advisor.

The U.S. Trustee appointed a committee of equity security holders.

The equity committee is represented by Natalie D. Ramsey, Esq., and
Mark A. Fink, Esq., at Montgomery, McCracken, Walker & Rhoads, LLP;
and Robert J. Stark, Esq., Steven B. Levine, Esq., James W. Stoll,
Esq., and Andrew M. Carty, Esq., at Brown Rudnick LLP.

                         *   *   *

As reported by the Troubled Company Reporter, effective as of
February 27, 2017, the Company consummated the sale of
substantially all of the assets of the Company and its North
American subsidiaries, including its European and global
operations, pursuant to an asset purchase agreement, dated as of
October 31, 2016, as amended, by and among the Sellers, 9938982
Canada Inc., an acquisition vehicle co-owned by affiliates of
Sagard Holdings Inc. and Fairfax Financial Holdings Limited, and
the designated purchasers party thereto, for a base purchase price
of US$575 million in aggregate, subject to certain adjustments, and
the assumption of related operating liabilities.

The transaction was the culmination of the process commenced by the
Sellers pursuant to creditor protection proceedings launched on
Oct. 31, 2016, in the Ontario Superior Court of Justice under the
Companies' Creditors Arrangement Act, and in the U.S. Bankruptcy
Court for the District of Delaware under Chapter 11 of the
Bankruptcy Code, as amended.

The Company conducted a court-supervised sale and auction process
as part of its Canadian and U.S. court proceedings. The bid made by
the Purchaser served as the "stalking horse" bid for purposes of
the process and was ultimately determined to be the successful bid
in accordance with the related court approved bidding procedures.

In accordance with, and pursuant to, the terms and conditions of
the Agreement, the Company has changed its name to "Old PSG
Wind-down Ltd." from "Performance Sports Group Ltd." effective as
of March 20, 2017.


PHARMACOGENETICS DIAGNOSTIC: Can Use SYB Cash Until June 30
-----------------------------------------------------------
Judge Thomas H. Fulton of the U.S. Bankruptcy Court for the Western
District of Kentucky entered a Fifth Agreed Order authorizing
Pharmacogenetics Diagnostic Laboratory, LLC to continue to use, in
its ordinary course of business, cash collateral through June 30,
2017 on an interim basis.

The Debtor was authorized to use cash collateral solely to pay
normal trade payables, payroll, insurance premiums, taxes and
utilities that are necessary to preserve and maintain the assets
and business operations of the Debtor as set forth in the Budget.

As adequate protection for its claims of security for the use of
cash collateral by the Debtor, Stock Yards Bank & Trust Company is
granted security interest in the following:

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

   (b) A first priority security interest to the same extent,
validity, and priority as its prepetition security interest in and
to all post-petition accounts receivable of the Debtor in
possession and proceeds thereof, which will be senior to any liens
granted to Dr. Roland Valdes to secure debtor in possession
financing.

   (c) A first priority security interest to the same extent,
validity, and priority as its prepetition interest in the inventory
of the Debtor and the Debtor in possession and the proceeds
thereof, which will be senior to any liens granted to Dr. Roland
Valdes to secure debtor in possession financing.

In addition, the Debtor is directed, among other things, to:

   (a) timely make all adequate protection payments to Stock Yards
Bank;

   (b) provide Stock Yards Bank a report detailing the uses of cash
by the Debtor for the prior week and an aging of all accounts
receivable by customer;

   (c) maintain adequate insurance on its assets including general
liability coverage naming Stock Yards Bank as a lender's loss
payee; and

   (d) not dispose of any Stock Yards Bank's collateral outside of
the ordinary course of business without Stock Yards Bank's prior,
written consent.

In the event that the adequate protection granted to Stock Yards
Bank under the Fifth Agreed Order fails to adequately protect Stock
Yards Bank's interests in the cash collateral and/or the
post-petition collateral, Stock Yards Bank is granted an
administrative expense claim, having priority over any and all
other administrative expense, other than fees payable to the U.S.
Trustee and the Debtor's counsel, Proposed Accountant, and any
Official Creditors' Committee in an amount not to exceed $125,000.

A full-text copy of the Fifth Agreed Order, dated March 9, 2017, is
available at http://tinyurl.com/ml5dhvz


                    About Pharmacogenetics Diagnostic

Pharmacogenetics Diagnostic Laboratory, LLC, d/b/a PGXL
Laboratories d/b/a PGX Laboratories, filed a Chapter 11 petition
(Bankr. W.D. Ky. Case No. 16-33404) on Nov. 8, 2016.  The petition
was signed by Dr. Roland Valdes, Jr., president/CEO.  The case is
assigned to Judge Thomas H. Fulton.  The Debtor estimated assets at
$500,000 to $1 million, and liabilities at $10 million to $50
million at the time of the filing.

The Debtor's bankruptcy attorney is Charity Bird Neukomm, Esq., at
Kaplan & Partners LLP.  The Debtor tapped Kathie McDonald-McClure,
Esq. of Wyatt, Tarrant & Combs, LLP as special counsel in matters
relating to intellectual property and to a post-payment Medicare
audit.  The Debtor also engaged Robert L. Brown, Esq. at Bingham
Greenebaum Doll LLP as special counsel regarding corporate
matters.

The Debtor hired William G. Meyer III and Strothman and Company as
accountant.


PLANDAI BIOTECHNOLOGY: EMA Financial Holds 4.9% Stake as of Dec. 31
-------------------------------------------------------------------
In an amended Schedule 13G filed with the Securities and Exchange
Commission, EMA Financial, LLC, disclosed that as of April 19,
2017, it beneficially owns 9,610,968 shares of common stock of
Plandai Biotechnology, Inc., representing 4.9% of total shares
outstanding.

EMA Financial, LLC owns a Convertible Note which is convertible
into shares of Common Stock pursuant to the terms of the Note,
which conversions is limited pursuant to the Ownership Limitation.
In accordance with Rule 13d-4 under the Securities Exchange Act of
1934, as amended, because the number of shares of Common Stock into
which the Note is convertible is limited, pursuant to the terms of
such instruments, to that number of shares of Common Stock which
would result in the Reporting Persons having beneficial ownership
of 4.9% of the total issued and outstanding shares of Common Stock,
the Reporting Persons disclaim beneficial ownership of any and all
shares of Common Stock that would cause any Reporting Person's
beneficial ownership to exceed the Ownership Limitation.

A full-text copy of Schedule 13G/A is available at:
https://is.gd/ruWJVS

                      About Plandai

Based in Goodyear, Arizona, Plandai Biotechnology, Inc., through
its recent acquisition of Global Energy Solutions, Ltd., and its
subsidiaries, focuses on the farming of whole fruits, vegetables
and live plant material and the production of proprietary
functional foods and botanical extracts for the health and
wellness industry.  Its principle holdings consist of land, farms
and infrastructure in South Africa.

Plandai reported a net loss of $10.07 million on $92,900 of
revenues for the year ended June 30, 2015, compared to a net loss
of $16.04 million on $266,000 of revenues for the year ended June
30, 2014.

As of March 31, 2016, Plandai had $6.62 million in total assets,
$17.1 million in total liabilities, and a stockholders' deficit of
$10.4 million.

Pritchett, Siler & Hardy P.C., in Farmington, Utah, issued a "going
concern" qualification on the consolidated financial statements for
the year ended June 30, 2015, citing that the Company Company
suffered a loss from operations during the years ended June 30,
2015 and 2014, has yet to establish a reliable, consistent and
proven source of revenue to meet its operating costs on an ongoing
basis and currently does not have sufficient available funding to
fully implement its business plan.  These factors raise substantial
doubt about its ability to continue as a going concern.        


PRESIDIO INC: S&P Raises CCR to 'B+' on Lower Leverage
------------------------------------------------------
S&P Global Ratings said that it raised its corporate credit rating
on Greenbelt, Md.-based Presidio Inc. to 'B+' from 'B'.  The
outlook is stable.

At the same time, S&P raised its issue-level rating to 'B+' from
'B' on the company's $740 million senior secured term loan due in
2022 and $50 million revolving credit facility due in 2020.  The
'3' recovery rating is unchanged, indicating S&P's expectation for
meaningful recovery (50%-70%; rounded estimate: 55%) in the event
of payment default.

S&P also raised its issue-level rating to 'B-' from 'CCC+' on the
company's $250 million 10.25% senior unsecured notes due in 2023.
The '6' recovery rating is unchanged, indicating S&P's expectation
for negligible recovery (0%-10%; rounded estimate: 0%) in the event
of payment default.

In addition, S&P withdrew its ratings on the company's
$150 million 10.25% subordinated notes due in 2023.  Presidio
repaid the notes with proceeds from its March 2017 IPO.

S&P's upgrade of Presidio reflects the firm's ongoing progress in
reducing leverage and growing EBITDA since its IPO in March 2017.
The company used IPO proceeds to redeem its subordinated notes due
in 2023 and $97.5 million senior unsecured notes due in 2023. Given
this appreciable reduction in debt, coupled with a full-year of
Netech Corp.  EBITDA and organic growth, S&P anticipates
fiscal-year 2017 adjusted debt to EBITDA to be in the mid-3x area.
Presidio acquired Netech's assets in 2016.

The stable outlook reflects S&P's expectation that Presidio will
maintain its market position, expand customer relationships, and
achieve consistent operating performance over the next 12 months.
The outlook also reflects S&P's expectation that leverage will
remain below 4x.

S&P could lower its rating if leverage is sustained above 5x
because of declines in profitability resulting from pricing
pressure from competitors or suppliers, debt-financed acquisitions,
or shareholder returns.

S&P views an upgrade as unlikely over the next 12 months, given the
company's financial sponsor ownership structure.  S&P would
consider higher ratings if Presidio's financial sponsorship
relinquishes board control, ownership drops below 40%, and adjusted
leverage remains below 4x.


PRESSURE BIOSCIENCES: Issues $250,000 Debenture to Bellridge
------------------------------------------------------------
On April 19, 2017, Bellridge Capital LP lent Pressure BioSciences,
Inc. $250,000 with a 10% original issue discount for total proceeds
to the Company of $225,000. In connection with Loan, the Company
issued a debenture to the Investor due on November 19, 2017 with an
interest rate of 10%. The Debenture is only convertible into shares
of the Company's common stock if the Company is in default under
the Debenture.

The Debenture is a short-term debt obligation that is material to
the Company. The Debenture may be prepaid in accordance with the
terms set forth in the Debenture. The Debenture also contains
certain representations, warranties, covenants and events of
default including if the Company is delinquent in its periodic
report filings with the Securities and Exchange Commission. If an
event of default occurs, the amount of the principal and interest
rate due under the Debenture increases and, at the option of the
Investor and in their sole discretion, the Investor can consider
the Debenture immediately due and payable.

The Investor made the Loan upon the Company's request pursuant to a
Securities Purchase Agreement dated March 14, 2017 between the
Company and the Investor. Pursuant to the SPA, the Company was
originally required to issue 250,000 shares of its common stock to
the Investor in connection with the Loan. On April 19, 2017 the
Company and the Investor entered into a letter agreement pursuant
to which, in lieu of issuing 250,000 shares upon closing, the
Company and the Investor agreed that the Company would initially
issue 25,000 shares. In addition, until the Debenture is repaid,
the Company will, over the next one hundred eighty (180) days,
issue 75,000 shares to the Investor every sixty (60) days for a
total issuance of 250,000 shares. For the sake of clarity, no
shares other than the initial 25,000 will be issued to the
Bellridge if the Debenture is fully paid by June 18, 2017.

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

                  About Pressure Biosciences

Pressure BioSciences, Inc., headquartered in South Easton,
Massachusetts, holds 14 United States and 10 foreign patents
covering multiple applications of pressure cycling technology in
the life sciences field.

Pressure Biosciences incurred a net loss of $2.7 million for the
year ended Dec. 31, 2016, compared to a net loss of $7.41 million
for the year ended Dec. 31, 2015.  The Company's balance sheet at
Dec. 31, 2016, showed $1.62 million in total assets, $10 million in
total liabilities and a total stockholders' deficit of $8.38
million.

MaloneBailey LLP, in Houston, Texas, issued a "going concern"
qualification on the consolidated financial statements for the year
ended Dec. 31, 2016, citing that the Company has a working capital
deficit and has incurred recurring net losses and negative cash
flows from operations.  These conditions raise substantial doubt
about its ability to continue as a going concern.


PUERTO RICO: Could Be Headed for Largest Public Sector Bankruptcy
-----------------------------------------------------------------
Puerto Rico could file the largest public sector bankruptcy in U.S.
history as it faces a midnight deadline to reach a restructuring
deal with hedge funds on its $70 billion in defaulted debt.

According to the Financial Times, the Puerto Rican government had
been granted a respite from litigation until May 1, 2017, under
Congressionally approved rescue legislation passed last year, known
as PROMESA.

FT reports that Congress has not acted to extend the stay of
litigation and U.S. president Donald Trump recently expressed
disdain for what he characterized as a "bailout" of Puerto Rico
when Democrats refused to agree to a funding bill without the
inclusion of additional healthcare aid for the territory.

                      Bankruptcy Filing?

Chriss W. Street, writing for Breitbart News, reports that Puerto
Rico is set to file for bankruptcy after vulture capitalist hedge
funds that bought big pieces of the island's $73 billion in
defaulted debt for pennies-on-the-dollar refused to take a $24
billion haircut.

Breitbart News reports that Puerto Rico made a last-ditch offer to
try to avoid a May 1, 2017 bankruptcy filing, but failed to
negotiate a financial restructuring that would force creditors to
take a 23 percent loss on their general obligation bonds and a 42
percent loss on their Cofina sales-tax-backed debt, according to
EMMA, the Municipal Securities Rulemaking Board website.

According to the Breitbart report, Puerto Rico's bond defaults last
summer caused the Obama administration to team-up with a bipartisan
majority in Congress to pass "The Puerto Rico Oversight, Management
and Economic Stability Act" (PROMESA), which turned over the
island's finances to a federally appointed committee and created a
"Title III" bankruptcy process.

PROMESA gave the control board de facto authority to sell
government assets, consolidate agencies, and fire government
workers to restructure the island's balance sheet.  It also put a
retroactive stay on bondholder lawsuits to grab assets liens.

Puerto Rico Catholic Archbishop Roberto Gonzalez Nieves and
Reverend Heriberto Martinez, the head of the Puerto Rico Bible
Society, issued a joint statement, "If the oversight board and
Governor do not act by April 28th, we fear that Puerto Rico could
be held hostage by predatory actors and 'vulture' funds."

According to reports, thousands of protesters marched in San Juan
on Monday, in May Day protests fueled by anger over the
out-of-control-debt and resulting cuts in services.

The island is preparing to "cut public employee benefits, increase
tax revenue, hike water rates and privatize government operations,
among other things," The Associated Press reports.  

The unpopular steps are driven by the same oversight board that has
been negotiating the future of Puerto Rico's debt payments, NPR
reports.

According to NPR, the debt was born out of a 25-year economic
disaster that left the territory running a deficit year after year,
taking out loans just to keep the lights on.

Breitbart News recounts that prior to Puerto Rico, the largest
public sector bankruptcies were: $19 billon on July 18, 2013 by the
City of Detroit, Michigan; $4.2 on November 9, 2011 by Jefferson
County, Alabama; and $2.6 billion on December 6, 1994 by Orange
County, California.

                      About Puerto Rico

Puerto Rico is a self-governing commonwealth in association with
the United States.  The chief of state is the President of the
United States of America.  The head of government is an elected
Governor. There are two legislative chambers: the House of
Representatives, 51 seats, and the Senate, 27 seats.

Ricardo Antonio "Ricky" Rossello Nevares is the governor-elect of
Puerto Rico.  Rossello is the son of former governor Pedro
Rossello.


ROBERT BRUNNER: Eric E. Bononi Named Chapter 11 Trustee
-------------------------------------------------------
Judge Gregory Taddonio of the U.S. Bankruptcy Court for the Western
District of Pennsylvania entered an Order approving the appointment
of Eric E. Bononi, Esq., as the Chapter 11 Trustee for Robert E.
Brunner.

The Order dated April 27, 2017, was made pursuant to the U.S.
Trustee's selection of Eric E. Bononi, Esq., as the Chapter 11
Trustee for the Debtor.

The Chapter 11 bankruptcy case is, In re: Robert E. Brunner (Bankr.
W.D. Pa. Case Number 15-23710 GLT).


ROBINSON OUTDOOR: DOJ Watchdog Ordered to Appoint Ch. 11 Trustee
----------------------------------------------------------------
Judge William J. Fisher of the U.S. Bankruptcy Court for the
District of Minnesota entered an Order directing the U.S. Trustee
to appoint a Chapter 11 Trustee for Robinson Outdoor Products,
LLC.

The Order was made pursuant to Associated Bank's motion to appoint
a trustee for the Debtor.

                 About Robinson Outdoor Products

Based in Robinson Cannon Falls, Minnesota, Outdoor Products, LLC --
http://www.robinsonoutdoors.com/-- designs and produces hunting
apparel for hunters.

Robinson Outdoor Products filed a Chapter 11 petition (Bankr. D.
Minn. Case No. 17-30904), on March 28, 2017.  The petition was
signed by Scott Shultz, president. The case is assigned to Judge
William J Fisher.  Yvonne R. Doose, Esq. and Steven B Nosek, Esq.
at Steven B Nosek, P.A., are serving as counsel to the Debtor.  At
the time of filing, the Debtor estimated less than $50,000 in
assets and $1 million to $10 million in liabilities.


SANCTUARY CARE: Seeks Interim Authority to Use Cash Collateral
--------------------------------------------------------------
Sanctuary Care, LLC and Sanctuary at Rye Operations, LLC seek
authorization from the United States Bankruptcy Court for the
District of New Hampshire for the interim use of cash collateral to
avoid immediate and irreparable harm pending a final hearing.

The Debtors also seek authorization from the Court for the use of
cash collateral on a final basis through a closing on the sale of
substantially all of its assets, which must occur before June 15,
2017.

Camden National Bank holds senior liens on the Debtors' cash
collateral and New Hampshire Community Loan Fund holds junior liens
on the cash collateral. Based on the Debtors' review of the summary
report obtained from the New Hampshire Secretary of State's office,
no other creditor holds liens on the cash collateral.

Camden National Bank has consented to the Debtors' use of cash
collateral, however New Hampshire Community Loan Fund has not yet
consented to the Debtors' cash collateral use. But the Debtors
believe that cause exists for the Court to authorize the use of
cash collateral after notice and a hearing, to the extent that New
Hampshire Community Loan Fund refuses to  give consent.

The proposed Budget provides total cash use in the aggregate sum of
$1,059,526 covering the period from April 23, 2017 through July 16,
2017. As shown on the proposed Budget, use of the cash collateral
on an interim and final basis is necessary to:

     (1) make payroll to Debtors' employees essential to its
continued operations;

     (2) pay insurance premiums as necessary to ensure continuation
of the necessary insurance coverage;

     (3) pay vendors, suppliers and utilities for ongoing supplies
and services;

     (4) pay other ordinary and necessary expenses to prevent an
immediate cessation of the business; and

     (5) pay the Debtors' professionals and the fees of the U.S.
Trustee.

The Debtors are indebted to Camden National Bank in an outstanding
balance of approximately $12,703,907, as of April 18, 2017, with
$3,127 accruing daily. To secure the obligations under the Senior
Note, Camden National Bank holds a first priority security
interests and liens on all of the assets of the Debtors, including
without limitation, the Debtors' cash collateral.

The Debtors are also indebted to the NHCL Fund in an outstanding
balance of approximately $3,791,698 as of April 21, 2017. To secure
the obligations under the Subordinated Note, the NHCL Fund holds
second priority security interests and liens on all of the assets
of the Debtors, including without limitation, the Debtors' cash
collateral.

Consequently, the Debtors propose to provide Camden National Bank
and the NHCL Fund with adequate protection in the form of
replacement liens on all cash collateral acquired by the Debtor
after the petition date, which will have the same priority as their
respective pre-petition liens. The Debtors also propose to provide
Camden National Bank and the NHCL Fund with weekly financial
reporting, comparing the revenues and expenses projected in the
Budget to actual results, along with other financial reporting that
may be requested by Camden National Bank and the NHCL Fund. The
Debtors will also provide copies of the reporting to the U.S.
Trustee and to any appointed official committee of unsecured
creditors.

The Debtors assert that even with the use of cash collateral, they
will still need additional borrowing from Camden National Bank to
fund their operational shortfalls. Therefore, the Debtors have also
filed a motion with the Court requesting authority to borrow from
Camden National Bank.

Accordingly, the Debtors propose to provide additional protections
that are justified by Camden National Bank's pre-petition and
post-petition support of that has enabled the Debtors to protect
the health and safety of its elderly residents, pay salary and
benefits to employees, remain current on payments to vendors, and
facilitate a going concern sale to maximize value for the estates.


Specifically, the Debtors relate that between August 2016 and the
petition date, Camden National Bank loaned the Debtors
approximately $450,000 to fund operational shortfalls.
Post-petition, Camden National Bank has agreed to advance up to
$500,000 of additional financing to pursuant to the DIP Credit
Agreement pending before the Court. Finally, Camden National Bank
has also agreed to fund Stay Bonuses for certain of the Debtors'
key employees in the discretion of the CRO to facilitate an orderly
transition of the Debtors' assets to a purchaser of substantially
all of the Debtors' assets on or before June 15, 2017.

In recognition of this support, the Debtors have agreed to the
following additional protections for Camden National Bank in the
final order granting the Debtors' Cash Collateral Motion:

      (1) an acknowledgement of the validity, perfection, and
priority of Camden National Bank's pre-petition liens and the
amount of the indebtedness owed to Camden National Bank;

      (2) waiver of the estates' right to seek to surcharge Camden
National Bank's collateral pursuant to Bankruptcy Code section
506(c), beyond the amounts described in the Budget; and

      (3) a general release of any claims or causes of action that
the Debtor may have against Camden National Bank.

A full-text copy of the Debtors' Motion, dated April 26, 2017, is
available at https://is.gd/hkOp66

A copy of the Debtor's Budget is available at https://is.gd/O0udI5



                 About Sanctuary at Rye Operations, LLC
                        and Sanctuary Care, LLC

Sanctuary at Rye Operations, LLC and and its affiliate Sanctuary
Care, LLC filed separate Chapter 11 bankruptcy petitions (Bankr.
D.N.H. Case Nos. 17-10590 and 17-10591, respectively), on April 25,
2017. The Petition was signed by Alice Katz, chief restructuring
officer. The Debtor is represented by Peter N. Tamposi, Esq. at the
Tamposi Law Group.

The Company owns Sanctuary Care, a memory assisted adult care
facility located in Rockingham County, New Hampshire.

At the time of filing, the Debtors had estimated assets and
liabilities as follows:

                                      Total       Total
                                     Assets    Liabilities
                                   ---------   -----------
Sanctuary at Rye                   $382,830    $16,610,000
Sanctuary Care                    $5,010,000   $16,050,000


SCIENTIFIC GAMES: Reports $100.8 Million Net Loss for 1st Quarter
-----------------------------------------------------------------
Scientific Games Corporation reported results for the first quarter
ended March 31, 2017.

"Our continued steady improvement in revenue and margin are a
direct result of our focus on creating innovative products that
drive demand and our commitment to operational excellence," said
Kevin Sheehan, chief executive officer of Scientific Games.  "This
is a great start to the year, with all three of our business
segments contributing to growth.  We have a tremendous global team
firmly focused on unlocking the power of our brands, strengthening
our commitment to innovation, and executing a disciplined fiscal
approach to enhance long-term shareholder value. We are building
for our future."

Michael Quartieri, chief financial officer of Scientific Games,
added, "All across our global businesses, we are improving our
operational excellence that parlays our strength in innovation to
drive enhanced financial results and stronger cash flow.  We expect
these initiatives will drive profitable growth and increased cash
flow that will provide further opportunities to deleverage in 2017
and beyond."

For the three months ended March 31, 2017, the Company reported a
net loss of $100.80 million on $725.40 million of total revenue
compared to a net loss of $92.3 million on $682 million of total
revenue for the same period in 2016.

As of March 31, 2017, Scientific Games had $7.07 billion in total
assets, $9.06 billion in total liabilities and a total
stockholders' deficit of $1.99 billion.

Total gaming revenue increased $18.3 million, or 4 percent,
compared to the year-ago period, inclusive of a $5.1 million
unfavorable foreign exchange impact.

Operating income improved $34.1 million to $77.5 million.  The
increase primarily reflected the benefit of the higher revenue,
lower selling, general and administrative expense and lower
depreciation and amortization compared to the 2016 first quarter.

AEBITDA increased to $209.7 million with an AEBITDA margin of 47.7
percent, reflecting the higher revenue and lower cost structure
compared to prior year.

Gaming operations revenue declined 7 percent, largely reflecting an
832 unit reduction in the ending installed base of WAP, premium,
and daily-fee participation gaming machines coupled with a $1.72
per unit decline in the average daily revenue compared to the prior
year.  On a quarterly sequential basis, gaming operations revenue
was flat.  A 322 unit decline of lower-earning units in the
installed footprint of WAP, premium, and daily-fee participation
units was offset by a $1.73 increase in the average daily revenue
per unit.  The ending installed base of other participation and
leased units decreased by 632 units compared to the prior year,
primarily reflecting the conversion of VLTs at a casino in New York
and a decrease in the installed base of units in U.K. betting
shops, partially offset by the installation of VLTs in Greece.  The
average daily rate declined by $0.42 per unit, largely reflecting
the initial ramp up of VLTs in Greece and an unfavorable foreign
exchange impact related to the U.K. installed base.  On a quarterly
sequential basis, the installed footprint was essentially flat.

Gaming machine sales revenue increased 16 percent year over year,
reflecting a 24 percent increase in shipments of new units and
higher average selling price, partially offset by lower sales of
parts, game conversion kits and used units.  U.S. and Canadian
shipments increased 1,497 units, or 34 percent, to 5,862 gaming
machines, including 3,139 replacement units, 250 VLTs to Oregon,
and 2,723 gaming machines for new casino openings and expansions,
inclusive of 861 VGTs for the Illinois market.  In the prior-year
period, U.S. and Canadian shipments totaled 4,365 units, which
comprised 3,092 replacement units, 840 VLTs to Oregon, and 433 VGTs
for the Illinois market.  International shipments increased 114
units, or 5 percent, to 2,497 units, including 2,073 replacement
units and 424 units for new casino openings, up from 2,383 units in
the prior year.  The average sales price increased to $17,015 from
$16,719 in the prior year, reflecting a favorable mix of units.

Gaming systems revenue increased to $61.5 million, primarily
reflecting an increase in hardware sales, including shipment of
innovative new iVIEW4 player-interface display units.

Table products revenue increased to $49.9 million, principally
reflecting growth in leased shufflers, proprietary table games, and
progressives, including the benefit from the acquisition of DEQ
Systems Corp. completed on Jan. 18, 2017.

Total lottery revenue increased $1.4 million, inclusive of a $2.0
million unfavorable foreign exchange impact.  Revenue in the prior
year included incremental sales benefit from a $1.6 billion
Powerball jackpot.

Operating income increased $8.1 million, primarily reflecting
higher revenue coupled with lower selling, general and
administrative expense and lower depreciation and amortization.

AEBITDA increased to $85.3 million and AEBITDA margin increased to
45.1 percent, largely reflecting the lower cost structure.

Instant games revenue increased $6.1 million, or 5 percent, driven
by higher revenue from licensed and player-loyalty products and
from price-per-unit based contracts.

Services revenue decreased $6.1 million, primarily reflecting lower
retail sales of multi-state games compared to sales in the prior
year, which had benefited from incremental sales associated with a
record $1.6 billion Powerball jackpot.

Product sales revenue increased to $9.9 million from the prior-year
period, reflecting higher U.S. and international hardware sales.

The Company signed two new three-year contracts to provide Norsk
Tipping (Norway's national lottery) with interactive casino and
eInstant games.  Additionally, the Missouri Lottery extended its
current instant games contract for three additional years; the
Arizona Lottery extended its current instant games contract for one
additional year; and the Iowa Lottery extended its instant games
contract for one additional year and its lottery systems contract
for two additional years.  

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

                    https://is.gd/gISBMu

                   About Scientific Games

Scientific Games Corporation (NASDAQ:SGMS) is a leading developer
of technology-based products and services and associated content
for worldwide gaming, lottery and interactive markets.  The
Company's portfolio includes gaming machines, game content and
systems; table games products and shufflers; instant and draw-based
lottery games; server-based lottery and gaming systems; sports
betting technology; loyalty and rewards programs; and interactive
content and services.  For more information, please visit
ScientificGames.com.

Scientific Games reported a net loss of $353.7 million on $2.88
billion of total revenue for the year ended Dec. 31, 2016, compared
to a net loss of $1.39 billion on $2.75 billion of total revenue
for the year ended Dec. 31, 2015.

                        *    *    *

In November 2014, Moody's Investors Service downgraded Scientific
Games Corporation's Corporate Family Rating to 'B2' from 'B1'
following the announcement that the company had completed its
merger with Bally Technologies, Inc.

As reported by the TCR on Aug. 9, 2016, S&P Global Ratings lowered
its corporate credit rating on Scientific Games to 'B' from 'B+'.
The outlook is stable.  "The downgrade of Scientific Games reflects
our forecast for lower EBITDA growth and weaker credit measures
than we previously expected," said S&P Global Ratings credit
analyst Ariel Silverberg.


SEQUA CORP: S&P Lowers CCR to 'SD', Off CreditWatch Negative
------------------------------------------------------------
S&P Global Ratings lowered its corporate credit rating on Sequa
Corp. (Sequa) to 'SD' from 'CC' and removed all ratings from
CreditWatch, where they were placed with negative implications on
April 4, 2017.

At the same time, S&P lowered its issue-level rating on the
company's $350 million senior unsecured notes to 'D' from 'C'.  The
'6' recovery rating is unchanged, indicating S&P's expectation for
negligible recovery (0%-10%; rounded estimate: 0%) in the event of
a payment default.

S&P also affirmed its 'B-' issue-level rating on the new first-lien
revolver and term loan issued by subsidiary Sequa Mezzanine
Holdings LLC.  The '3' recovery rating indicates S&P's expectation
for meaningful recovery (50%-70%; rounded estimate: 50%) in a
default scenario.  The 'CCC' issue-level rating on its new
second-lien term loan is also affirmed.  The '6' recovery rating
indicates S&P's expectation for negligible (0%-10%; rounded
estimate 5%) in a default scenario.  The affirmations reflect S&P's
belief that the company will continue to meet its obligations on
these securities.

The downgrade follows Sequa's completion of an exchange offer for
its senior unsecured notes due 2017.  Under the updated terms of
the offer, approximately $320 million of the $350 million of senior
notes were exchanged for new preferred equity.

"We view the offer as a distressed exchange due to the fact that it
is likely the company would default on the existing securities over
the near term if the exchange did not occur," said S&P Global
Ratings analyst Tennille Lopez.  "In addition, we believe investors
will receive less than what was promised on the original
securities."

Certain noteholders did not consent to the exchange, leaving
approximately $30 million of notes outstanding.  The company plans
to use the proceeds from a $20 million increase in the new term
loan (now $920 million) and balance sheet cash to redeem the
outstanding notes.  The proceeds from the new term loan and
$190 million of equity from The Carlyle Group (the company's equity
sponsor) and other investors were used to repay the company's
existing bank debt as part of the transaction.


SHEFFIELD AVENUE: Has Interim OK to Use Cash Collateral Thru May 12
-------------------------------------------------------------------
Judge Deborah L. Thorne of the U.S. Bankruptcy Court for the
Northern District of Illinois signed an Agreed Order authorizing
Sheffield Avenue Investors, Inc. to use cash collateral to pay
post-petition expenses to third parties during the period of April
5, 2017 through May 12, 2017.

The Receiver, Daniel J. Hyman of Millennium Properties Real Estate,
Inc. is authorized to use cash collateral to pay post-petition
expenses to third parties in accordance with that certain Order
Appointing Receiver for Non-Residential Property entered in the
Circuit Court of Cook County, in Case No. 2016 CH 11079 as
consolidated with Case No. 2016 CH 11080 on December 16, 2016.

The approved Budget provides the Debtor's cash needs of
approximately $16,169 for the period beginning April 5, 2017
through May 14, 2017.
  
In return for the Debtor's continued interim use of cash
collateral, Deutsche Bank Trust Company Americas, as Trustee for
the Registered Holders of UBS-Citigroup Commercial Mortgage Trust
2012-C1, Commercial Mortgage Pass-through Certificates, Series
2012-C1, by Rialto Capital Advisors, LLC, as Special Servicer and
Attorney-in-Fact is granted following adequate protection for their
asserted security interests and liens in the rents derived from the
property located at 2954 N. Sheffield Avenue, Chicago, Illinois:

   (a) The Debtor and/or the Receiver will permit Deutsche Bank
full and reasonable access to inspect, review and photocopy or
otherwise duplicate the Debtor's books, records and place of
business;

   (b) The Debtor and/or the Receiver will maintain and pay
premiums for adequate insurance to cover the Property from fire,
theft and water damage.

   (c) The Debtors and/or the Receiver will make available to
Deutsche Bank evidence of that which constitutes its collateral or
proceeds.

   (d) The Debtors and/or the Receiver will provide Deutsche Bank a
variance report reflecting the actual cash receipts and
disbursements for the preceding week from those reflected in the
Budget for that week;

   (e) The Debtors and/or the Receiver will provide Deutsche Bank
additional financial reporting as to its rental income and
expenditures, and the status of its operations.

   (f) The Debtors and/or the Receiver will properly maintain the
Property in good repair and properly manage the Property,
including, without limitation, in accordance with the Order
Appointing Receiver;

   (g) Deutsche Bank is granted a valid, perfected and enforceable
replacement liens and security interests in post-petition rents,
proceeds and any other collateral of the Debtor, in the same
priority and to the same extent as existed pre-petition.

A final hearing on the Debtor's Motion is scheduled to take place
on May 11, 2017 at 2:00 p.m.

A full-text copy of the Agreed Order, dated April 25, 2017, is
available at http://tinyurl.com/kec4yeu

Deutsche Bank Trust Company Americas is represented by:

          Edward S. Weil, Esq.
          Jonathan E. Aberman, Esq.
          Maria A. Diakoumakis, Esq.
          Mark A. Silverman, Esq.
          DYKEMA GOSSETT PLLC
          10 South Wacker Drive, Suite 2300
          Chicago, Illinois 60606
          Telephone: (312) 876-1700
          Facsimile: (312) 876-1155
          Email: eweil@dykema.com
                 jaberman@dykema.com
                 mdiakoumakis@dykema.com
                 msilverman@dykema.com

Daniel J. Hyman, the Receiver, is represented by:

          Richard C. Perna, Esq.
          Fuchs & Roselli, Ltd.
          440 West Randolph, Ste. 500
          Chicago, IL 60606
          Telephone: (312) 651-2409
          Facsimile: (312) 651-2489
          Email: rperna@frltd.com


                 Sheffield Avenue Investors

Sheffield Avenue Investors, Inc., is the owner of real property
located at 2954 N. Sheffield Ave., Chicago, Illinois consisting of
12,200 square feet of predominantly commercial medical tenants with
ground floor retail and medical tenant.  

Sheffield Avenue Investors sought Chapter 11 protection (Bankr.
N.D. Ill. Case No. 17-10810) on April 5, 2017, estimating assets
and liabilities of $1 million to $10 million.  The petition was
signed by Arthur Holmer, managing member of Weiland Ventures, LLC.

Judge Benjamin A. Goldgar is assigned to the case.

The Debtor tapped Scott R Clar, Esq., at Crane, Heyman, Simon,
Welch & Clar, as counsel.


SMITH FARM: Northstar Bank to Get $14,069.49 per Month Under Plan
-----------------------------------------------------------------
Smith Farm, LLC, filed with the U.S Bankruptcy Court for District
of Colorado an amended disclosure statement dated April 26, 2017,
referring to the Debtor's plan of reorganization dated April 26,
2017.

Class 1 is impaired under the Plan and consists of the Allowed
Secured Claim of Northstar Bank of Colorado evidenced by two
promissory notes.  The Debtor owes approximately $2,404,600 plus
any accrued interest, fees or costs alleged to be owed to the Class
1 creditor on the note(s) which are secured by a lien on the
Debtor's real property valued at $4,278,000.  The approximate
amount of $126,646 plus any accrued interest, fees or costs alleged
to be owed to the Class 1 creditor is owed on the second note which
is secured by personal property.  The Debtor reserves the right to
object to the allowability of the Class 1 creditor's claim(s).  

The Allowed Secured Claim of the Class 1 creditor will be paid by
combining the amounts owed on the two promissory notes,
approximately $2,531,246, and the Class 1 creditor retaining its
liens recorded against the Debtor's Real Property and Personal
Property which fully secures its claim to the same extent and in
the same priority as its pre-petition lien(s) and receiving a
combined monthly payment of principal and interest at the Market
Rate of Interest amortized over a period of 25 years commencing on
the Effective Date unless payments shall have commenced earlier.  

The Debtor proposes 4.5% per annum as the Market Rate of Interest
in its Plan.  The Debtor estimates each monthly payment to be
approximately $14,069.49.  The first monthly payment of principal
and interest will be due on the Effective Date and will continue
monthly thereafter until the Allowed Secured Claim of the Class 1
creditor is paid in full.  

The Debtor will be entitled to sell and substitute Personal
Property collateral of equal value in the ordinary course of
business such as the sale of cull cows, bull heifers, or equipment.
Any proceeds realized from a sale of the Debtor's Real Property
will be paid to the Class 1 creditor.  The Debtor does not
acknowledge the validity of the Class 1 creditor's claim of a
security interest in cow rental proceeds and reserves the right to
litigate this issue.  Upon payment in full, the lien(s) of the
Class 1 creditor recorded against the Debtor's Assets will be
released and the Debtor will own its Assets free and clear of the
liens of the Class 1 creditor.

The Debtor estimates that the Effective Date of its Plan will be
Aug. 1, 2017.

The Reorganized Debtor will appoint Marylu Smith-Dischner to
implement the provisions of the Confirmed Plan.  Marylu
Smith-Dischner will not be compensated for her services in
implementing the provisions of the Confirmed Plan. Ms.
Smith-Dischner will be compensated for operating and managing the
Debtor's business.

A copy of the Amended Disclosure Statement is available at:

          http://bankrupt.com/misc/cob16-21062-80.pdf

As reported by the Troubled Company Reporter on Jan. 24, 2017, the
Debtor filed with the Court a disclosure statement explaining its
plan of reorganization, which proposed to pay unsecured creditors
in full with interest at 1% per annum.

                       About Smith Farm

Smith Farm, LLC, filed a Chapter 11 bankruptcy petition (Bankr.
D.Colo. Case No. 16-21062) on November 11, 2016. Hon. Joseph G.
Rosania Jr presides over the case. Weinman & Associates, PC
represents the Debtor as counsel.

In its petition, the Debtor estimated $1 million to $10 million
in both assets and liabilities. The petition was signed by Marylu
Smith-Dischner, manager.


SOUTHCO ENTERPRISES: Case Summary & 13 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Southco Enterprises, Inc.
        4213 Mint Way
        Dallas, Tx 75237

Case No.: 17-31782

Business Description: Southco Enterprises -- www.primepackinc.com
                      -- is a privately held company in Dallas,
                      TX, involved in the business of tank truck   
      
                      cleaning services.  The Debtor's principal
                      assets are located at 570 Josh Mitchell
                      Road, Big Lake, TX 76932.

Chapter 11 Petition Date: May 1, 2017

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

Judge: Hon. Stacey G. Jernigan

Debtor's Counsel: Nathan Matthew Johnson, Esq.
                  SPECTOR & JOHNSON, PLLC
                  12770 Coit Road, Suite 1100
                  Dallas, TX 75251
                  Tel: (972) 239-4260
                  Fax: (214) 237-3380
                  E-mail: njohnson@spectorjohnson.com

Estimated Assets: $0 to $50,000

Estimated Liabilities: $1 million to $10 million

The petition was signed by James Edward Alexander, sole director.

A list of the Debtor's 13 largest unsecured creditors is available
for free at http://bankrupt.com/misc/txnb17-31782.pdf

Pending cases filed by affiliates:

   Debtor            Petition Date        Court      Case No.
   ------            -------------      --------     --------
Prime Pack, Inc.      4/27/2017         N.D. Tex     17-31622
Al-Kel Alliance, Inc. 5/01/2017         N.D. Tex     17-31779


SUNEDISON INC: Seeks OK of JPY1.59BB Settlement With BCPG LLC
-------------------------------------------------------------
BankruptcyData.com reported that SunEdison filed with the U.S.
Bankruptcy Court a motion for entry of an order authorizing and
approving its entry into a settlement agreement with BCPG PLC. The
motion explains, "On January 29, 2016, the Sellers (each of which
is a Debtor) and the non-Debtor SunEdison Affiliates entered into
that certain Asset Purchase Agreement with the Purchaser (the
'Purchase and Sale Agreement', and the transaction set forth
therein, the 'Sale Transaction'), pursuant to which the Purchaser
purchased (a) 100% of the issued and outstanding shares in
SunEdison Japan Corporation, a joint-stock company organized under
the laws of Japan from the US Seller and (b) 100% of the issued and
outstanding shares of each of the following, from the TK Holdco
Seller: (i) SunEdison Japan Debt Financing and (ii) SunEdison TK
Investor 1, each a Singapore private company limited by shares. To
fully and finally resolve all claims arising under the Purchase and
Sale Agreement, including any and all amounts that may come due in
the future, the Parties entered into the Settlement Agreement,
which provides for a single payment from Purchaser to the SUNE
Parties of approximately JPY1.59 billion (approximately US$14
million) (the 'Settlement Payment'). The Settlement Agreement
contains a mutual release of all claims arising out of or related
to the Purchase and Sale Agreement." The Court scheduled a May 18,
2017 hearing to consider the settlement motion.

                     About SunEdison, Inc.

SunEdison, Inc. (OTC PINK: SUNEQ), is a developer and seller of
photovoltaic energy solutions, an owner and operator of clean
power generation assets, and a global leader in the development,
manufacture and sale of silicon wafers to the semiconductor
industry.

On April 21, 2016, SunEdison, Inc., and 25 of its affiliates each
filed a Chapter 11 bankruptcy petition (Bankr. S.D.N.Y. Case Nos.
16-10991 to 16-11017).  Martin H. Truong, the senior vice
president, general counsel and secretary, signed the petitions.
The Debtors disclosed total assets of $20.7 billion and total debt
of $16.1 billion as of Sept. 30, 2015.

The Debtors have hired Skadden, Arps, Slate, Meagher & Flom LLP as
counsel, Togut, Segal & Segal LLP as conflicts counsel, Rothschild
Inc. as investment banker and financial advisor, McKinsey Recovery
& Transformation Services U.S., LLC, as restructuring advisors and
Prime Clerk LLC as claims and noticing agent.  The Debtors employed
PricewaterhouseCoopers LLP as financial advisors; and KPMG LLP as
their auditor and tax consultant.

SunEdison also has tapped Eversheds LLP as its special counsel for
Great Britain and the Middle East. Cohen & Gresser LLP has also
been retained as special counsel.

The Debtors retained Ernst &Young LLP to provide tax-related
services.  Keen-Summit Capital Partners LLC has been hired as real
estate advisor.  Binswanger of Texas, Inc. also has been retained
as real estate agent.

Sullivan & Cromwell LLP serves as counsel to TerraForm Power,
Inc., and TerraForm Global, Inc.

An official committee of unsecured creditors has been appointed in
the case.  The Committee tapped Weil, Gotshal & Manges LLP as its
general bankruptcy counsel and Morrison & Foerster LLP as special
counsel.  Togut, Segal & Segal LLP and Kobre & Kim LLP serve as
conflicts counsel.  Alvarez & Marsal North America, LLC, serves as
the Committee's financial advisors.

Counsel to the administrative agent under the Debtors' prepetition
first lien credit agreement are Richard Levy, Esq., and Brad
Kotler, Esq., at Latham & Watkins.

Counsel to the administrative agent under the postpetition DIP
financing facility are Scott Greissman, Esq., and Elizabeth Feld,
Esq. at White & Case LLP.

Counsel to the Tranche B Lenders (as defined in the DIP credit
agreement) and the steering committee of the second lien creditors
are Arik Preis, Esq., and Naomi Moss, Esq., at Akin Gump Strauss
Hauer & Field, LLP.

Counsel to the administrative agent under the Debtors' prepetition
second lien credit agreement is Daniel S. Brown, Esq., at Pillsbury
Winthrop Shaw Pittman LLP.

The collateral trustee under the Debtors' prepetition second lien
credit agreement and the indenture trustee under each of the
Debtors' outstanding bond issuances, is represented by Marie C.
Pollio, Esq., at Shipman & Goodwin LLP.

Counsel to the ad hoc group of certain holders of the Debtors'
convertible senior notes is White & Case LLP's Tom Lauria, Esq.


SUNEDISON INC: Selling Interests in 352 Energy Projects for $7.8M
-----------------------------------------------------------------
Judge Stuart M. Bernstein of the U.S. Bankruptcy Court for the
Southern District of New York will convene a hearing on May 18,
2017 at 10:00 a.m. (PET) to consider the private sale by SunEdison,
Inc. and affiliates ("Company") of their interests in approximately
352 renewable energy projects (and certain real property related
thereto) to Longroad Solar Portfolio Holdings, LLC in exchange for
(i) approximately $7,800,000 in cash and (ii) the replacement of
letters of credit in an aggregate outstanding amount of
approximately $42,850,000 ("L/Cs").

Objections, if any, must be filed on May 12, 2017 at 4:00 p.m.
(PET).

At the start of the Chapter 11 Cases, SunEdison was one of the
world's leading developers of renewable-energy solution.  Its
businesses were global enterprises with substantial development
activities on six continents at the time of filing.

Through the Sale Transaction, the Company proposes to sell its
interests in approximately 352 renewable energy projects (and
certain real property related thereto) to the Buyer in exchange for
(i) approximately $7,800,000 in cash and (ii) the replacement of
letters of credit in an aggregate outstanding amount of
approximately $42,850,000 ("L/Cs").

The Debtors' commercial and industrial business unit primarily
develops distributed generation community solar projects and sells
the output of those projects under power purchase agreements to
large commercial and industrial organizations.  There are multiple
financing structures through which the Company, as solar developer,
finances its commercial and industrial projects and its
utility-scale projects, including through a sale leaseback
structure and a partnership flip structure.

The sale leaseback structure and the partnership flip structure
allow the investor/tax equity investor to benefit from federal
incentives for business that invest in solar projects, including
certain investment tax credits and favorable depreciation.  The
benefits accruing to the tax equity investor allow the Company to
achieve a low cost of capital to finance development of the
projects.

Pursuant to the Purchase and Sale Agreement, dated April 27, 2017,
Sun Edison LLC and Fotowatio Renewable Ventures, Inc. ("Sellers")
seek to transfer the Purchased Assets (consisting of the Equity
Interests in the Acquired Companies and the SLB Sites) to the
Buyer.  The Acquired Companies and their subsidiaries are either
lessees (in the case of the sale leaseback projects) or equity
partners (in the case of the partnership flip projects) of
approximately 352 of the Company's projects.  

The Projects that are subject to a sale lease back structure ("SLB
Projects") are leased from six tax equity investors ("Lessors") and
have a total power generating capacity of approximately 270
megawatts.  The Projects that are subject to a partnership flip
structure ("PF Projects") involve a single tax equity investor ("PF
TE Investor") and have a total power generating capacity of
approximately 23.88 megawatts.  The Projects are a combination of
(i) rooftop solar projects and ground mount solar projects
installed at private retail businesses and public and governmental
facilities and (ii) utility-scale solar projects.

The terms of the sale leaseback transactions are generally governed
by the Master Lease Agreements between the Acquired Companies
and/or their subsidiaries and the Lessors.  In certain cases, the
Master Lease Agreements are entered into on a "fund" or "portfolio"
basis, whereby each such Master Lease Agreement relates to multiple
Projects.  In other cases, the Master Lease Agreements relate to a
single Project or a smaller group of Projects within a larger
"fund" or "portfolio."

The terms of the partnership flip transactions are generally
governed by limited liability company agreements ("PF TE LLC
Agreements") between an Acquired Company and the PF TE Investor.
The PF TE LLC Agreements are entered into by certain Acquired
Companies that act as a holding company of a "fund" or "portfolio,"
and such holding company's subsidiaries own the Projects in such
"fund" or "portfolio."  

The Acquired Companies' (and their applicable affiliates')
obligations under the Master Lease Agreements, certain power
purchase agreements with respect to the Projects, and certain
agreements to purchase and sell SRECs are backed by letters of
credit posted by the Debtors.  The letters of credit in an
aggregate amount of approximately $42,850,000 support the Projects.
In the case of L/Cs that back obligations under the Master Lease
Agreements, such L/Cs can be drawn on by the Lessors in the event
that the Acquired Companies or their applicable subsidiaries
default under their obligations under the Master Lease Agreements,
including their obligation to timely make lease payments.  The L/Cs
are obligations under the DIP Facility.

As a condition to closing under the Purchase and Sale Agreement,
the Company has agreed to enter into one or more special warranty
deeds with respect to three parcels of real property located in New
Mexico and North Carolina, each of which is a site of an SLB
Project ("SLB Sites").  Each special warranty deed will transfer
the ownership in each such parcel of real property from certain Sun
Edison, LLC Affiliates to the Buyer.  The transfer of the SLB Sites
is necessary to complete the Company's transfer of the SLB Projects
to the Buyer in their entirety.

The power generation capacity of certain of the Projects also gives
rise to solar renewable energy certificates ("SRECs") which are
tradable, state-specific certificates for each megawatt-hour of
electricity generated by a solar facility.  In certain markets,
regulated utilities must purchase and retire SRECs to meet their
state-mandated renewable portfolio standards.  The Sellers are
party to (i) certain contracts to purchase SRECs from the Acquired
Companies and (ii) separate contracts to sell such SRECs to
affiliated or third-party buyers ("SREC Contracts").  In connection
with the Sale Transaction, the Sellers and the Buyer determined
that certain SREC Contracts would be assigned to the Buyer and that
certain other SREC Contracts would be rejected.

Debtor Fotowatio is a lender with respect to approximately
$9,700,000 of mezzanine and project level indebtedness that has
been incurred by certain Acquired Companies and their subsidiaries
within one of the Company's partnership flip funds ("Intercompany
Claims").  In connection with the Sale Transaction and the transfer
of the PF Projects to the Buyer, the Purchase and Sale Agreement
provides that the Intercompany Claims will be waived and the
Acquired Companies will have no further liabilities to Fotowatio on
account of the Intercompany Claims.  The Intercompany Claims
Settlement constitutes a material inducement to the Buyer, without
which the Buyer has indicated it would not purchase equity
interests in the PF Projects from the Sellers.

In addition, it is a closing condition pursuant to the Purchase and
Sale Agreement that the Sellers and the Acquired Companies execute
a Termination and Mutual Release Agreement to ensure that the
Sellers and the Acquired Companies hold no claims against each
other following consummation of the Sale Transaction.  Other than
with respect to the Intercompany Claim, the Sellers are not aware
of any valuable claims or causes of action against the Acquired
Companies.

As set forth in the Disclosure Schedules to the Purchase and Sale
Agreement, the Sale Transaction is conditioned upon receipt of
third party consents to nearly 113 contracts which include
approximately 10 Master Lease Agreements, approximately 55 SREC
Contracts, approximately 22 power purchase agreements,
approximately two PF TE LLC Agreements, and two site leases.
Although the requisite consents to the Sale Transaction have not
yet been obtained, the Debtors believe that they are well
positioned to obtain such consents with respect to Buyer within the
timeframes set forth in the Purchase and Sale Agreement.

The extraordinary provisions under the Sale Guidelines are:

          a. Private Sale: The sale of the Purchased Assets
pursuant to the Purchase and Sale Agreement does not contemplate an
auction or a further competitive bidding process.  The Debtors
believe that a private sale of the Purchased Assets to the Buyer
provides the best opportunity to maximize value, particularly given
the extensive marketing process already conducted.

          b. Releases: Fotowatio will waive its Intercompany Claims
against the Acquired Companies that own the PF Projects.  The
Sellers will also enter into a Termination and Mutual Release
Agreement pursuant to which the Sellers and the Acquired Companies
will provide mutual releases.

          c. Relief from Bankruptcy Rule 6004(h): The Debtors seek
relief from the 14-day stay imposed by Bankruptcy Rule 6004(h).

          d. Good Faith Deposit: No good faith deposit is being
required of the Buyer.

          e. Sale Free and Clear: The Purchased Assets will be
transferred free and clear of all interests.

          f. Requested Finding as to Successor Liability: The Buyer
asks a finding that it is not and will not be deemed a successor to
the Seller as a result of the consummation of the Sale
Transaction.

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

             http://bankrupt.com/misc/SunEdison_Inc_2859_Sales.pdf

Prior to execution of the Purchase and Sale Agreement, in
connection with a potential sale process for the assets of the
Company, Rothschild, Inc. identified and developed a list of
potentially interested parties and solicited such parties' interest
in a sale transaction, including the Buyer.  After discussions with
the parties that submitted binding offers, including the Buyer, the
Debtors determined in their business judgment that the offer by the
Buyer was the highest and/or best offer available for the SLB
Projects, and entered into the Purchase and Sale Agreement.

During negotiations with the Buyer with respect to the SLB
Projects, the Buyer also expressed interest in the PF Projects.
Specifically, the Buyer's offer to purchase the equity interests in
the PF Projects (subject to the Intercompany Claims Settlement)
resulted in an increase to the consideration payable to the Sellers
of approximately $3,200,000.  In addition, the PF TE Investor for
the PF Projects is also a Lessor for approximately 208 of the SLB
Projects.  The Debtors therefore believe that the sale of the
Purchased Assets to the Buyer will maximize the value of the
Purchased Assets for the benefit of their creditors, stakeholders,
and other parties in interest.

Pursuant to the Purchase and Sale Agreement, the Company has agreed
to sell the Purchased Assets for an aggregate purchase price of
$7,800,000 in cash.  The Sale Transaction is structured such that
the sale of certain groups of Acquired Companies may close prior to
the closing of other Acquired Companies, with a portion of the cash
consideration payable upon each closing, with the substantial
majority of consideration payable upon the consummation of a "core
closing."

In addition, each closing under the Purchase and Sale Agreement is
conditioned upon the full and unconditional release of the Debtors
of their obligations under the applicable L/Cs.  Therefore, the
closings contemplated by the Sale Transaction are expected to
result in the aggregate retirement of $42,850,000 of obligations
under the DIP Facility.  In addition, the Sale Transaction
contemplates that the existing Operation and Maintenance Agreements
and other affiliate arrangements among the Companies will be
terminated (if not previously terminated) and replaced with new
agreements with Buyer or its affiliates.

The Debtors believe that the Purchase and Sale Agreement represents
the highest and/or best offer under the circumstances, and that the
private sale of the Purchased Assets pursuant to the Sale
Transaction is in the best interests of the Debtors, their
creditors, their estates, their stakeholders, and other parties in
interest.  Accordingly, the Debtors respectfully ask the entry of
the Sale Order authorizing and approving (i) the private sale of
the Purchased Assets to the Buyer and (ii) related relief.

The Debtors and the Buyer intend to commence the closings provided
for under the Sale Transaction as soon as reasonably practicable.
Accordingly, they respectfully ask that the Court waives the 14-day
stay imposed by Bankruptcy Rule 6004(h), as the exigent nature of
the relief sought herein justifies immediate relief.

The Purchaser can be reached at:

          LONGROAD SOLAR PORTFOLIO HOLDINGS, LLC
          c/o LONGROAD ENERGY HOLDINGS, LLC
          133 Federal Street, Suite 1202
          Boston, MA 02110
          Attn: General Counsel
          Facsimile: (857) 350-3182
          E-mail: contracts@longroadenergy.com

The Purchaser is represented by:

          Jonathan D. Morris, Esq.
          MORGAN, LEWIS & BOCKIUS LLP
          101 Park Avenue
          New York City, NY 10178
          Facsimile: (212) 309-6001
          E-mail: jonathan.morris@morganlewis.com

                    About SunEdison, Inc.

SunEdison, Inc. (OTC PINK: SUNEQ), is a developer and seller of
photovoltaic energy solutions, an owner and operator of clean
power
generation assets, and a global leader in the development,
manufacture and sale of silicon wafers to the semiconductor
industry.

On April 21, 2016, SunEdison, Inc., and 25 of its affiliates each
filed a Chapter 11 bankruptcy petition (Bankr. S.D.N.Y. Case Nos.
16-10991 to 16-11017).  Martin H. Truong, the senior vice
president, general counsel and secretary, signed the petitions.
The Debtors disclosed total assets of $20.7 billion and total debt
of $16.1 billion as of Sept. 30, 2015.

The Debtors have hired Skadden, Arps, Slate, Meagher & Flom LLP as
counsel, Togut, Segal & Segal LLP as conflicts counsel, Rothschild
Inc. as investment banker and financial advisor, McKinsey Recovery
& Transformation Services U.S., LLC, as restructuring advisors and
Prime Clerk LLC as claims and noticing agent.  The Debtors
employed
PricewaterhouseCoopers LLP as financial advisors; and KPMG LLP as
their auditor and tax consultant.

SunEdison also has tapped Eversheds LLP as its special counsel for
Great Britain and the Middle East. Cohen & Gresser LLP has also
been retained as special counsel.

The Debtors retained Ernst &Young LLP to provide tax-related
services.  Keen-Summit Capital Partners LLC has been hired as real
estate advisor.  Binswanger of Texas, Inc. also has been retained
as real estate agent.

Sullivan & Cromwell LLP serves as counsel to TerraForm Power,
Inc., and TerraForm Global, Inc.

An official committee of unsecured creditors has been appointed in
the case.  The Committee tapped Weil, Gotshal & Manges LLP as its
general bankruptcy counsel and Morrison & Foerster LLP as special
counsel.  Togut, Segal & Segal LLP and Kobre & Kim LLP serve as
conflicts counsel.  Alvarez & Marsal North America, LLC, serves as
the Committee's financial advisors.

Counsel to the administrative agent under the Debtors' prepetition
first lien credit agreement are Richard Levy, Esq., and Brad
Kotler, Esq., at Latham & Watkins.

Counsel to the administrative agent under the postpetition DIP
financing facility are Scott Greissman, Esq., and Elizabeth Feld,
Esq. at White & Case LLP.

Counsel to the Tranche B Lenders (as defined in the DIP credit
agreement) and the steering committee of the second lien creditors
are Arik Preis, Esq., and Naomi Moss, Esq., at Akin Gump Strauss
Hauer & Field, LLP.

Counsel to the administrative agent under the Debtors' prepetition
second lien credit agreement is Daniel S. Brown, Esq., at
Pillsbury Winthrop Shaw Pittman LLP.

The collateral trustee under the Debtors' prepetition second lien
credit agreement and the indenture trustee under each of the
Debtors' outstanding bond issuances, is represented by Marie C.
Pollio, Esq., at Shipman & Goodwin LLP.

Counsel to the ad hoc group of certain holders of the Debtors'
convertible senior notes is White & Case LLP's Tom Lauria, Esq.


SUNEDISON INC: Selling Interests in 80 Energy Projects for $3.8M
----------------------------------------------------------------
Judge Stuart M. Bernstein of the U.S. Bankruptcy Court for the
Southern District of New York will convene a hearing on May 18,
2017 at 10:00 a.m. (PET) to consider the private sale by SunEdison,
Inc. and affiliates ("Company") of their interests in approximately
80 renewable energy projects to Silicon Ranch Corp. for (i)
approximately $3,800,000 in cash; (ii) the replacement of a letter
of credit in an aggregate outstanding amount of approximately
$1,200,000 ("L/C"); and (iii) the return of approximately
$1,000,000 of cash collateral.

Objections, if any, must be filed on May 12, 2017 at 4:00 p.m.
(PET).

At the start of the Chapter 11 Cases, SunEdison was one of the
world's leading developers of renewable-energy solution.  Its
businesses were global enterprises with substantial development
activities on six continents at the time of filing.

Through the Sale Transaction, the Company proposes to sell its
interests in approximately 80 renewable energy projects to the
Buyer in exchange for (i) approximately $3,800,000 in cash; (ii)
the replacement of a letter of credit in an aggregate outstanding
amount of approximately $1,200,000 ("L/C"); and (iii) the return of
approximately $1,000,000 of cash collateral posted to support
certain obligations under applicable power purchase agreements.

The Company's commercial and industrial business unit primarily
develops distributed generation community solar projects and sells
the output of those projects under power purchase agreements to
large commercial and industrial organizations.  There are multiple
financing structures through which the Company, as solar developer,
finances its commercial and industrial projects and its
utility-scale projects, including through a sale leaseback
structure.  In addition, the Company may provide development and
other services to the project.

The sale leaseback structure allows the lessor/tax equity investor
to benefit from federal incentives for business that invest in
solar projects, including certain investment tax credits and
favorable depreciation.  The benefits accruing to the tax equity
investor allow the Company to achieve a low cost of capital to
finance development of the projects.

Pursuant to the Purchase and Sale Agreement, dated dated April 27,
2017, Sun Edison, LLC ("Seller") seeks to transfer the Purchased
Assets (consisting of (i) the Equity Interests in the Acquired
Companies and (ii) the Assigned SREC Contracts) to the Buyer.  The
Acquired Companies and their subsidiaries are lessees of
approximately 80 of the Company's projects ("SLB Projects") and are
leased from a single tax equity investors ("Lessor") and have a
total power generating capacity of approximately 77 megawatts.  The
SLB Projects are a combination of (i) rooftop solar projects and
ground mount solar projects installed at private retail businesses
and public and governmental facilities and (ii) utility-scale solar
projects.  

The terms of the sale leaseback transactions are governed by the
Master Lease Agreement between the Acquired Companies and/or heir
subsidiaries and the Lessor.  The Acquired Companies' (and their
applicable affiliates') obligations under the Master Lease
Agreement as well as certain power purchase agreements with respect
to the SLB Projects are backed by a letter of credit and cash
collateral posted by the Debtors.  Specifically, the letter of
credit applicable to the SLB Projects is in an aggregate amount of
approximately $1,200,000, and certain power purchase agreement
obligations are supported by approximately $1,000,000 of cash
collateral.

The L/C can be drawn on by the counterparty to certain power
purchase agreements in the event that the Acquired Companies or
their applicable subsidiaries default under their obligations under
such power purchase agreements.  The L/C is an obligation under the
Debtors' DIP Facility.  The cash collateral can be drawn on by the
power purchase agreement offtaker in the event that the Company
defaults on its obligations under the applicable power purchase
agreements.

The power generation capacity of the SLB Projects also gives rise
to solar renewable energy certificates ("SRECs") which are
tradable, state-specific certificates equivalent to 1 megawatt of
electricity generated by a solar facility.  The Sellers are party
to (i) certain contracts to purchase SRECs from the Acquired
Companies and (ii) separate contracts to sell such SRECs to
affiliated or third-party buyers.  In connection with the Sale
Transaction, the Seller and the Buyer determined that certain SREC
Contracts would be assigned to Buyer and/or that certain other SREC
Contracts would be rejected.

It is a closing condition pursuant to the Purchase and Sale
Agreement that the Seller and the Acquired Companies execute a
Termination and Mutual Release Agreement to ensure that they hold
no claims against each other following consummation of the Sale
Transaction.  The Seller is not aware of any valuable claims or
causes of action against the Acquired Companies.

As set forth in the Disclosure Schedules to the Purchase and Sale
Agreement, the Sale Transaction is conditioned upon receipt of
numerous third party consents, including 25 Master Lease
Agreements, approximately eight SREC Contracts, approximately nine
power purchase agreements.  The Seller has been advised by the
Buyer and the Lessor that the Buyer is the Lessor's preferred
transferee for the Purchased Assets.  Although the requisite
consents to the Sale Transaction have not yet been obtained, based
on the foregoing, the Seller believes that it is well positioned to
obtain such consents with respect to Buyer within the timeframes
set forth in the Purchase and Sale Agreement.

The extraordinary provisions under the Sale Guidelines are:

          a. Private Sale: The sale of the Purchased Assets
pursuant to the Purchase and Sale Agreement does not contemplate an
auction or a further competitive bidding process.  The Debtors
believe that a private sale of the Purchased Assets to the Buyer
provides the best opportunity to maximize value, particularly given
the extensive marketing process already conducted and the superior
offer provided by the Buyer as compared to other offers received.

          b. Releases: The Seller will also enter into a
Termination and Mutual Release Agreement pursuant to which the
Sellers and the Acquired Companies will provide mutual releases.

          c. Relief from Bankruptcy Rule 6004(h): The Debtors seek
relief from the 14-day stay imposed by Bankruptcy Rule 6004(h).

          d. Good Faith Deposit: No good faith deposit is being
required of the Buyer.

          e. Sale Free and Clear: The Purchased Assets will be
transferred free and clear of all interests.

          f. Requested Finding as to Successor Liability: The Buyer
asks a finding that it is not and will not be deemed a successor to
the Seller as a result of the consummation of the Sale Transaction.


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

             http://bankrupt.com/misc/SunEdison_Inc_2858_Sales.pdf

Prior to execution of the Purchase and Sale Agreement, Rothschild,
Inc. identified and developed a list of potentially interested
parties and solicited such parties' interest in a sale transaction,
including the Buyer.  Following an expedited due diligence review
by the Buyer of the Purchased Assets, the Seller determined in its
business judgment to proceed with the Buyer and executed the
Purchase and Sale Agreement.  The Debtors therefore believe that
the sale of the Purchased Assets to the Buyer will maximize the
value of the Purchased Assets for the benefit of their creditors,
stakeholders, and other parties in interest.

The closing under the Purchase and Sale Agreement is conditioned
upon the full and unconditional release of the Debtors of their
obligations under the $1,200,000 L/C and the replacement of the
$1,000,000 of cash collateral supporting obligations under
applicable power purchase agreements.  In addition, the Sale
Transaction contemplates that the existing Operation and
Maintenance Agreements and other affiliate arrangements among the
Companies will be terminated (if not previously terminated) and
replaced with new agreements with the Buyer or its affiliates.

The Debtors respectfully ask the entry of the Sale Order
authorizing and approving (i) the private sale of the Purchased
Assets to the Buyer and (ii) related relief.

The Debtors and the Buyer intend to commence the closings provided
for under the Sale Transaction as soon as reasonably practicable.
Accordingly, they respectfully ask that the Court waives the 14-day
stay imposed by Bankruptcy Rule 6004(h), as the exigent nature of
the relief sought herein justifies immediate relief.

The Purchaser can be reached at:

          SILICON RANCH CORP.
          150 Third Avenue South, Suite 2000
          Nashville, TN 37201
          Attn: Reagan Farr, Richard Johnson
          Facsimile: (615) 577-4604

The Purchaser is represented by:

          William Greason, Esq.
          CHADBOURNE & PARKE LLP
          1301 Avenue of the Americas
          New York City, NY 10019
          Facsimile: (646) 710-5527

                    About SunEdison, Inc.

SunEdison, Inc. (OTC PINK: SUNEQ), is a developer and seller of
photovoltaic energy solutions, an owner and operator of clean
power
generation assets, and a global leader in the development,
manufacture and sale of silicon wafers to the semiconductor
industry.

On April 21, 2016, SunEdison, Inc., and 25 of its affiliates each
filed a Chapter 11 bankruptcy petition (Bankr. S.D.N.Y. Case Nos.
16-10991 to 16-11017).  Martin H. Truong, the senior vice
president, general counsel and secretary, signed the petitions.
The Debtors disclosed total assets of $20.7 billion and total debt
of $16.1 billion as of Sept. 30, 2015.

The Debtors have hired Skadden, Arps, Slate, Meagher & Flom LLP as
counsel, Togut, Segal & Segal LLP as conflicts counsel, Rothschild
Inc. as investment banker and financial advisor, McKinsey Recovery
& Transformation Services U.S., LLC, as restructuring advisors and
Prime Clerk LLC as claims and noticing agent.  The Debtors
employed
PricewaterhouseCoopers LLP as financial advisors; and KPMG LLP as
their auditor and tax consultant.

SunEdison also has tapped Eversheds LLP as its special counsel for
Great Britain and the Middle East. Cohen & Gresser LLP has also
been retained as special counsel.

The Debtors retained Ernst &Young LLP to provide tax-related
services.  Keen-Summit Capital Partners LLC has been hired as real
estate advisor.  Binswanger of Texas, Inc. also has been retained
as real estate agent.

Sullivan & Cromwell LLP serves as counsel to TerraForm Power,
Inc., and TerraForm Global, Inc.

An official committee of unsecured creditors has been appointed in
the case.  The Committee tapped Weil, Gotshal & Manges LLP as its
general bankruptcy counsel and Morrison & Foerster LLP as special
counsel.  Togut, Segal & Segal LLP and Kobre & Kim LLP serve as
conflicts counsel.  Alvarez & Marsal North America, LLC, serves as
the Committee's financial advisors.

Counsel to the administrative agent under the Debtors' prepetition
first lien credit agreement are Richard Levy, Esq., and Brad
Kotler, Esq., at Latham & Watkins.

Counsel to the administrative agent under the postpetition DIP
financing facility are Scott Greissman, Esq., and Elizabeth Feld,
Esq. at White & Case LLP.

Counsel to the Tranche B Lenders (as defined in the DIP credit
agreement) and the steering committee of the second lien creditors
are Arik Preis, Esq., and Naomi Moss, Esq., at Akin Gump Strauss
Hauer & Field, LLP.

Counsel to the administrative agent under the Debtors' prepetition
second lien credit agreement is Daniel S. Brown, Esq., at
Pillsbury Winthrop Shaw Pittman LLP.

The collateral trustee under the Debtors' prepetition second lien
credit agreement and the indenture trustee under each of the
Debtors' outstanding bond issuances, is represented by Marie C.
Pollio, Esq., at Shipman & Goodwin LLP.

Counsel to the ad hoc group of certain holders of the Debtors'
convertible senior notes is White & Case LLP's Tom Lauria, Esq.


SUNRISE TRUCKING: Case Summary & 11 Unsecured Creditors
-------------------------------------------------------
Debtor: SunRise Trucking Inc.
        8421 McKissick Meadows Rd.
        Princeton, TX 75407

Case No.: 17-40860

Business Description: SunRise Trucking is a small business debtor
                      as defined in 11 U.S.C. Section 101(51D) and

                      is engaged in specialized freight trucking.
                      Its owners, Michael Chad & Ladona Dalebout,
                      sought bankruptcy protection on March 31,
                      2017 (Bankr. E.D. Tex. Case No. 17-40655).

Chapter 11 Petition Date: April 27, 2017

Court: United States Bankruptcy Court
       Eastern District of Texas (Sherman)

Judge: Hon. Brenda T. Rhoades

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

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $500,000 to $1 million

The petition was signed by Michael Chad Dalebout, director.

A copy of the Debtor's list of 11 unsecured creditors is available
for free at http://bankrupt.com/misc/txeb17-40860.pdf


TOWN SPORTS: Current Cash Will Be 'Sufficient' for at Least 1 Year
------------------------------------------------------------------
Fitness clubs operator Town Sports International Holdings, Inc.,
filed with the Securities and Exchange Commission its quarterly
report on Form 10-Q for the quarter ended March 31, 2017.

Patrick Walsh, chairman and chief executive officer of TSI,
commented: "We continue to experience Adjusted EBITDA growth
compared to the prior year and our comparable club revenue turned
positive for the first time since 2012 with a 0.7% increase.
Additionally, we are excited to open the Company's new flagship
location at Astor Place in New York City in May and continue to
look for other acquisition opportunities."

The Company reported a net loss of $2.93 million on $99.08 million
of revenues for the three months ended March 31, 2017, compared to
a net loss of $6.92 million on $101.34 million of revenues for the
three months ended March 31, 2016.

The Company's balance sheet at March 31, 2017, showed $239.3
million in total assets, $326.7 million in total liabilities and a
total stockholders' deficit of $87.41 million.  

"We experienced declining revenue from members in the past several
years as the fitness industry was highly competitive in the
geographic regions in which we competed.  Also, the prior strategy
of converting to a low-cost gym resulted in additional revenue
pressure for the past few years.  New members joined at lower
monthly rates and cancellations of members paying higher rates
negatively impacted our results and liquidity.  In response to
this, we implemented cost-savings initiatives in 2015, 2016 and
2017, which mitigated the impact the decline in revenue had on our
profitability and cash flow from operations," the Company said in
the filing.

"We continue to recover from our prior strategy of converting to a
low-cost gym.  We focus on increasing membership in existing clubs
to increase revenue.  We may consider additional actions within our
control, including the sale of certain assets, club acquisitions,
additional club closures and entering into arrangements with
revenue generating partnerships, some of which will utilize a
"shop-in-shop" concept.  We may also consider additional strategic
alternatives, including opportunities to reduce TSI, LLC's existing
debt and further cost-savings initiatives.  Our ability to continue
to meet our obligations is dependent on our ability to generate
positive cash flow from a combination of initiatives, including
those mentioned above.  Failure to successfully implement these
initiatives could have a material adverse effect on our liquidity
and our operations, and we would need to implement alternative
plans that could include additional asset sales, additional
reductions in operating costs, further reductions in working
capital, debt restructurings and deferral of capital expenditures.
There can be no assurance that such alternatives would be available
to us or that we would be successful in their implementation.

"As of March 31, 2017, we had $59.9 million of cash and cash
equivalents.  Financial instruments that potentially subject us to
concentrations of credit risk consist of cash and cash equivalents.
Although we deposit our cash with more than one financial
institution, as of March 31, 2017, $36.7 million was held at one
financial institution.  We have not experienced any losses on cash
and cash equivalent accounts to date and we do not believe that,
based on the credit ratings of the aforementioned institutions, we
are exposed to any significant credit risk related to cash at this
time.

"Historically, we have satisfied our liquidity needs through cash
generated from operations and various borrowing arrangements.
Principal liquidity needs have included the acquisition and
development of new clubs, debt service requirements, debt purchases
and other capital expenditures necessary to upgrade, expand and
renovate existing clubs.  We believe that our existing cash and
cash equivalents, cash generated from operations and our existing
credit facility will be sufficient to fund capital expenditures,
working capital needs and other liquidity requirements associated
with our operations through at least the next 12 months."

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

                        goo.gl/sbJZVz

                      About Town Sports

New York-based Town Sports International Holdings, Inc. is one of
the leading owners and operators of fitness clubs in the Northeast
and mid-Atlantic regions of the United States and, through its
subsidiaries, operated 151 fitness clubs as of March 31, 2016,
comprising 104 New York Sports Clubs, 27 Boston Sports Clubs, 12
Washington Sports Clubs (one of which is partly-owned), five
Philadelphia Sports Clubs, and three clubs located in Switzerland,
and three BFX Studio locations.  In addition, the Company also has
one partly-owned club that operated under a different brand name in
Washington, D.C. as of March 31, 2016.  These clubs collectively
served approximately 553,000 members as of March 31, 2016.

Town Sports posted net income of $8.04 million for the year ended
Dec. 31, 2016, compared to net income of $21.15 million for the
year ended Dec. 31, 2015.

                        *    *    *

As reported by the TCR on March 14, 2016, Standard & Poor's Ratings
Services said it raised its corporate credit rating on Town Sports
International Holdings to 'CCC+' from 'SD'.

Town Sports carries a 'Caa2' corporate family rating from Moody's
Investors Service.


US DATAWORKS: Case Summary & 9 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: US Dataworks, Inc.
        14090 S.W. Freeway, Suite 300
        Sugar Land, TX 77478

Case No.: 17-32765

About the Debtor: US Dataworks is a software and technology
                  provider serving the financial services
                  sector.  

                  Web site: http://www.usdataworks.com/

Chapter 11 Petition Date: May 1, 2017

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

Judge: Hon. Jeff Bohm

Debtor's Counsel: Wayne Kitchens, Esq.
                  HUGHES WATTERS ASKANASE LLP
                  Total Plaza
                  1201 Louisiana, 28th Floor
                  Houston, TX 77002
                  Tel: 713-759-0818
                  Fax: 713-759-6834
                  E-mail: jwk@hwallp.com
                          wkitchens@hwa.com

Total Assets: $2.67 million

Total Liabilities: $3.98 million

The petition was signed by John N. Penrod, chairman and CEO.

A list of the Debtor's nine largest unsecured creditors is
available for free at http://bankrupt.com/misc/txsb17-32765.pdf


USG CORP: Fitch Rates New $500MM Sr. Unsecured Notes 'BB+/RR2'
--------------------------------------------------------------
Fitch Ratings has assigned a 'BB+/RR2' rating to USG Corporation's
(NYSE: USG) offering of $500 million senior unsecured notes due
2027. These notes will be guaranteed on a senior unsecured basis by
certain of the company's current and future domestic subsidiaries
and will be pari passu with USG's existing $350 million senior
unsecured notes due 2025. The company intends to use the net
proceeds from the offering to complete the tender offer and pay
related costs for its $500 million 7.75% senior unsecured notes
(not guaranteed by domestic subsidiaries) due 2018.

KEY RATING DRIVERS

The rating for USG reflects the company's leading market position
in all of its core businesses, strong brand recognition, its large
manufacturing network, sizeable gypsum reserves, and strong credit
metrics. Risks include the cyclicality of the company's end
markets, some customer concentration, excess capacity currently in
place in the U.S. wallboard industry, and volatility of wallboard
shipments and pricing.

The Stable Outlook reflects Fitch's expectation that demand will
continue to grow during the next 12-18 months as the moderate
recovery in the residential and nonresidential construction sectors
is maintained. The Stable Outlook also reflects the company's
adequate liquidity position.

SUSTAINED IMPROVEMENT IN CREDIT METRICS AND CASH FLOW
USG's operating and credit metrics have shown sustained improvement
over the past four years. USG has taken steps to reduce its cost
structure and lower its break-even point. In 2016, the company
reported EBITDA margin (excluding cash distributions from its USG
Boral Building Products [UBBP] joint venture) of 18.3% on $3
billion of revenues. By comparison, USG reported EBITDA margin of
17% on revenues of $5.1 billion during 2005 and 19.8% EBITDA margin
on $5.8 billion of revenues in 2006. The company achieved improved
profitability despite lower construction activity and meaningfully
reduced wallboard industry demand.

Leverage has declined significantly due to EBITDA growth as well as
debt reduction. Debt to EBITDA improved to 1.8x at the end of 2016
from 3.8x at year-end 2015 and 4.5x at the end of 2014. Funds from
operations (FFO)-adjusted leverage improved to 2.6x at the end of
2016 from 4.6x at year-end 2015 and 5.9x at year-end 2014. In 2016,
USG reduced debt by $1.1 billion with cash on hand and proceeds
from the sale of its distribution business for $675 million.

Fitch expects debt to EBITDA will remain at or below 2.0x, which is
consistent with management's leverage target of net debt to EBITDA
ratio of between 1.5x-2.0x. FFO-adjusted leverage is projected to
remain around 2.5x.

Interest coverage increased to 3.9x during 2016 from 3.6x in 2015
and 2.8x in 2014. Fitch expects interest coverage will be at or
above 8x for the next few years.

Fitch believes that these strong metrics provide sufficient cushion
to allow the company to sustain the 'BB+' rating through the cycle.
Furthermore, the company's credit profile has been enhanced with
the sale of its distribution business (which had exhibited more
cyclical characteristics compared to its Gypsum and Ceilings
businesses) and USG has taken steps to reduce its cost structure,
allowing the company to lower its break-even point.

USG has generated strong free cash flow (FCF) during the past two
years. USG reported FCF of $290 million (9.6% of revenues) during
2016 compared with $237 million (6.3%) during 2015 and $40 million
(1.1%) during 2014. Fitch expects the company will generate FCF
margins of 7.5%-8.5% in the next few years.

CAPITAL ALLOCATION STRATEGY

Fitch believes the company will be disciplined in its capital
allocation strategy and will focus on maintaining a strong balance
sheet while investing in growth initiatives, returning cash to
shareholders, and exploring acquisition opportunities.

The company has allocated about $300 million to invest in its
advanced manufacturing program over a four-year period which seeks
to standardize and automate production across its Gypsum and
Ceilings businesses. Management expects about $100 million of
annual incremental EBITDA at the conclusion of the advanced
manufacturing initiatives. In 2017, the company expects to spend
about $200 million on capital expenditures, which includes about
$70 million allocated for advanced manufacturing projects. By
comparison, USG spent about $83 million on capex in 2016 and $87
million during 2015.

In February 2017, the company's board approved a share repurchase
program to buy back up to $250 million of its common stock.
Management expects to execute the $250 million program over the
next 12-18 months. During the first quarter of 2017, the company
repurchased $25 million of its stock. USG expects to fund the share
repurchases with FCF.

Fitch expects USG will explore acquisition opportunities but will
remain disciplined and thoughtful in evaluating potential
acquisition targets.

ADEQUATE LIQUIDITY

USG has adequate liquidity with $341 million of cash, $69 million
of short-term marketable securities, $24 million of long-term
marketable securities, and $125 million of borrowing availability
under its $180 million secured revolver as of March 31, 2017.

The company's liquidity will be enhanced with the refinancing of
its $500 million of senior notes coming due in January 2018 with
the new notes due 2027. Additionally, the company amended its
revolving credit facility and increased the borrowing capacity to
$220 million and extended the maturity from October 2019 to May
2022.

STRONG MARKET POSITION

USG maintains a strong market position in all of its core business.
According to the company, it has the #1 market position in the
wallboard industry in North America. USG's Ceilings business has
the #2 market position worldwide and its UBBP international joint
venture also has the #1 or #2 position in most of its markets in
Asia, Australasia and the Middle East.

SALE OF DISTRIBUTION BUSINESS

In October 2016, USG completed the sale of its distribution
business (which consisted of L&W Supply Corporation and its
subsidiaries) to American Builders & Contractors Supply Co., Inc.
(ABC Supply) for $675 million. The company used the net proceeds,
together with cash on hand, to pay down $1.1 billion of debt. For
the latest 12 months (LTM) ending June 30, 2016, Fitch estimates
that this business segment had sales of $1.47 billion and EBITDA of
roughly $51 million.

Management estimates that about 70% of L&W's revenues were from
non-wallboard products and about 50% were from non-USG products.
USG's sales to legacy L&W Supply branches will be governed under a
supply agreement and will be stepped down in an orderly manner over
the near term.

Overall, Fitch views this transaction positively as the loss of
earnings from this business segment is more than offset by the debt
reduction from the sales proceeds. Additionally, the disposition of
the distribution business lowers the company's overall exposure to
the more volatile new construction market (residential and
nonresidential).

CUSTOMER CONCENTRATION

On a worldwide basis, for each of the years ended Dec. 31, 2016,
2015, and 2014, The Home Depot accounted for 23%, 23% and 22% of
USG's net consolidated sales, respectively. Additionally, L&W
(distribution business sold to ABC Supply) accounted for 19%, 18%
and 18% of its consolidated net sales, respectively. Both USG's
Gypsum and Ceilings segments had net sales to these customers in
each of those years.

Fitch believes that USG benefits from the large retail network of
The Home Depot as well as the extensive distribution network of ABC
Supply. However, these customers also have significant bargaining
power, which could limit USG's ability to raise prices.
Additionally, large home improvement stores also sometimes request
product exclusivity, which may limit USG's ability to offer certain
of its products to other distribution channels/customers.

WALLBOARD MARKET

Wallboard shipments have steadily grown during the last six years
after declining more than 53% between 2005 and 2010. Industry
wallboard shipments in the U.S., as reported by the Gypsum
Association, grew about 12% to 25 billion square feet (sf) during
2016 compared with 22.3 billion sf during 2015. USG estimates
industry capacity utilization rates improved further this year but
excess capacity remains, averaging approximately 75% during 2016.
Industry capacity utilization averaged about 68% during 2015 and
66% during 2014.

Fitch expects wallboard shipments will increase by mid-single
digits while wallboard prices improve compared with 2016 levels.

MODEST IMPROVEMENT IN CONSTRUCTION MARKETS

USG markets its products primarily to the construction industry.
Within its Gypsum segment, management estimates that about 50% of
volume demand is from the residential repair and remodel sector,
39% from new residential construction, 6% from new commercial
construction, and 5% from other activities. For its Ceilings
segment, about 71% of the segment's sales were directed to the
commercial repair and remodel segment, 27% to the new commercial
construction market, and 2% to new residential construction.

Fitch expects residential construction spending to experience
another year of moderate growth in 2017 as first-time buyers will
continue to drive housing starts, and rising home prices support
remodelling spending. Total housing starts are projected to grow 7%
while new home sales are forecast to expand 10% in 2017. Existing
home sales are projected to rise 1.7% this year. Home improvement
spending is also forecast to increase 4% while private
non-residential construction is expected to improve 5% in 2017.
KEY ASSUMPTIONS

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

-- U.S. construction spending increases 5.7% during 2017 and by
    the mid-single digits in 2018;
-- Sales improve to the low mid-single digits during 2017 and
    2018;
-- EBITDA margins (excluding cash distributions from UBBP JV)
    between 17%-18% during 2017 and 2018;
-- FCF margin of 7.5%-8.5% during 2017 and 2018;
-- No further debt reduction;
-- Debt to EBITDA at or below 2x at year-end 2017 and 2018;
-- EBITDA to interest at or above 8x during the next few years.

RATING SENSITIVITIES

A negative rating action may be considered if there is a sustained
erosion of profits and cash flows due either to weak residential
and commercial construction activity, meaningful and continued loss
of market share, and/or continued materials and energy cost
pressures resulting in margin contraction, including EBITDA margins
of less than 12%, debt to EBITDA approaching 3.0x, FFO adjusted
leverage sustained above 4x and interest coverage below 5x.

Although unlikely in the intermediate term, positive rating actions
may be considered if the company commits to these strong credit
metrics, including debt to EBITDA consistently at or below 2x, FFO
adjusted leverage below 3x, and interest coverage sustained above
7x, and the expectation that the company can maintain metrics close
to these levels through the cycle. Fitch will also consider USG's
liquidity position in assessing positive rating actions.

FULL LIST OF RATINGS

Fitch currently rates USG Corporation as follows:

-- Issuer Default Rating 'BB+';
-- Secured bank credit facility 'BBB-/RR1';
-- Senior unsecured guaranteed notes 'BB+/RR2';
-- Senior unsecured notes 'BB+/RR3'.

The Rating Outlook is Stable.

RECOVERY RATINGS (RR)

Fitch's RR of 'RR1' for USG's $220 million secured revolving credit
facility indicates outstanding recovery prospects for holders of
this debt issue. Fitch's 'RR2' rating for USG's unsecured
guaranteed notes indicates superior recovery prospects. ($350
million of unsecured notes and the $500 million notes offering are
guaranteed on a senior unsecured basis by certain of USG's domestic
subsidiaries.) The 'RR3' for USG's senior unsecured notes ($500
million outstanding) that are not guaranteed by the company's
subsidiaries indicates good recovery.


USG CORP: Moody's Rates Proposed $500MM Sr. Unsecured Notes Ba2
---------------------------------------------------------------
Moody's Investors Service upgraded USG Corporation's Speculative
Grade Liquidity Rating to SGL-1 from SGL-2 following the company's
recent announcement that increased and extended its revolving
credit facility, removing the primary liquidity rating constraint.
In a related rating action, Moody's assigned a Ba2 rating to the
company's proposed $500 million guaranteed senior unsecured notes
due 2027. Proceeds from the notes and some cash on hand will be
used to redeem the company's non-guaranteed senior unsecured notes
due 2018, at which time the Ba3 rating assigned to these notes will
be withdrawn. Moody's expects the proposed Notes due 2027 will rank
pari passu to the company's existing guaranteed senior unsecured
notes due 2025, which are rated Ba2 as well. Moody's also
downgraded the company's industrial revenue bonds (not guaranteed)
to B1 from Ba3. USG's Ba2 Corporate Family Rating and Ba2-PD
Probability of Default Rating are not impacted by these rating
actions. The rating outlook remains positive.

The following ratings/assessments are affected by action:

Corporate Family Rating remains Ba2;

Probability of Default Rating remains Ba2-PD;

Guaranteed senior unsecured notes due 2025
affirmed at Ba2 (LGD4 from LGD3);

Guaranteed senior unsecured notes due 2027 assigned
Ba2 (LGD4);

Industrial revenue bonds with various maturities
  (not guaranteed) downgraded to B1 (LGD6) from Ba3 (LGD5);

Speculative Grade Liquidity Rating upgraded to SGL-1
from SGL-2.

RATINGS RATIONALE

The upgrade of USG's Speculative Grade Liquidity Rating to SGL-1
from SGL-2, reflects Moody's view that the company will have a very
good liquidity profile over the next 12 months. USG syndicated a
new $220 million revolving credit facility maturing in 2022,
replacing its existing $180 million maturing 2019 and removing a
heretofore liquidity rating constraint. The revolving credit
facility is governed by a borrowing base. It is secured by a first
lien substantially all of the company's most liquid assets,
including accounts receivable, and inventory. The revolver also
benefits from the various credit-friendly protections common to
well-structured asset-based loans and from a priority of payment
relative the unsecured notes. There are no borrowings under the
revolver nor do Moody's anticipates any given USG's cash balances.
Pro forma availability totaled about $183 million at 1Q17, after
taking into account no borrowings, $37 million in letter-of-credit
commitments, and limitations of the borrowing base formula.
Although Moody's does not expects any drawdowns, Moody's believes
revolver availability is undersized relative to USG's revenues.

The principal financial covenant in USG's asset-based revolving
credit facility agreement is based on revolver availability. If
borrowing availability is less than the amount equal to 10% of the
lesser of (1) the aggregate revolver commitment and (2) aggregate
borrowing base, USG will be required to satisfy and maintain a
fixed-charge coverage ratio of not less than 1.0x for the remaining
life of the transaction or until minimum availability threshold is
satisfied. This covenant includes adjustments that are not
considered in Moody's fixed-charge coverage calculations. Moody's
projects USG will maintain more than sufficient availability under
its revolving credit facility such that the fixed-charge covenant
will not be triggered over the next 12 months.

The Ba2 rating assigned to the $350 million guaranteed senior
unsecured notes due 2025 and to the proposed $500 million senior
unsecured notes due 2027 -- identical to the Corporate Family
Rating -- reflect their collective position as the preponderance of
debt in USG's debt capital structure. These notes are pari passu to
each other. USG's material domestic operating subsidiaries provide
guarantees.

The downgrade of USG's industrial revenue bonds with various
maturities to B1 from Ba3 results from higher levels of guaranteed
notes, resulting in lower recovery values for debt not guaranteed
by USG's subsidiaries. Moody's views the IRB's as structurally
subordinated to USG's $220 million revolving credit facility and
$850 million in guaranteed senior unsecured notes.

Positive upward momentum could occur if USG continues to perform
well, delivering key credit metrics that support a higher rating.

- Adjusted debt-to-EBITDA remaining below 3.0x

- adjusted free cash flow-to-debt remaining well above 10%
throughout the cycle could support positive rating actions.

USG must also demonstrate an ability to weather the volatility in
its key end markets, as well as maintain a sound balance between
capital returned to shareholders and capital used for growth
opportunities.

Stabilization of ratings may result if USG's operating performance
falls below expectations, resulting in the following credit metrics
(ratios include Moody's standard adjustments) and characteristics:

- Debt-to-EBITDA sustained above 4.5x

- EBITA-to-interest expense approaching 3.0x

- Significant deterioration in the company's liquidity profile

- Larger-than-projected return of capital to shareholders

- Large debt-financed acquisitions

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

USG Corporation, headquartered in Chicago, IL, is a North American
manufacturer of primarily wallboard, and ceiling tiles and ceiling
grids for commercial applications. Pro forma revenues excluding L&W
Supply Corp. for the 12 months through March 31, 2017 totaled
approximately $3.0 billion.


USG CORP: S&P Gives BB+ Rating on New $500MM Unsec. Notes Due 2027
------------------------------------------------------------------
S&P Global Ratings said that it assigned its 'BB+' issue-level
rating (the same as the corporate credit rating) and '3' recovery
rating to Chicago-based USG Corp.'s proposed $500 million senior
unsecured notes due 2027.  The '3' recovery rating indicates S&P's
expectation of meaningful (50%-70%; rounded estimate: 65%) recovery
in the event of payment default.

USG intends to use all or a portion of the net proceeds from this
offering to complete the tender offer of the 7.75% senior notes due
2018 and to pay related costs and expenses.  The company also
intends to use net proceeds and cash on hand to redeem any of the
2018 notes that remain outstanding after completion of the tender
offer.

In addition, the company has increased its asset-based lending
(ABL) facility commitment to $220 million with a maturity of 2022.
There will be no outstanding balance at close.

The corporate credit rating on USG Corp. is 'BB+' with a stable
outlook.

                          RECOVERY ANALYSIS

Key analytical factors

   -- With the sale of L&W Supply completed, S&P Global Ratings'
      simulated default scenario contemplates a reorganization
      value for the company of $1.2 billion, reflecting emergence
      EBITDA of about $235 million and a 5x multiple that is
      within the 5x to 6x range that S&P generally uses for
      building products companies.

   -- The company's proposed senior unsecured notes have a
      recovery rating of '3'.  The '3' recovery rating indicates
      S&P's expectation of meaningful (50%-70%; rounded estimate:
      65%) recovery in the event of payment default.

   -- The issue-level rating on the proposed notes is 'BB+', in
      line with the 'BB+' corporate credit rating and S&P's
      notching guidelines for a '3' recovery rating.

   -- Speculative grade companies with corporate credit ratings of

      'BB-' or higher generally have recovery ratings capped at
      '3' because their recovery prospects are at greater risk of
       being impaired by the issuance of additional priority or
       pari passu debt before default.

   -- For purposes of S&P's default scenario, it assumed aggregate

      borrowings of about $95 million under the ABL facility,
      representing 60% usage of the $220 million commitment less
      approximately $35 million in undrawn letters of credit.

Simulated default assumptions

   -- Year of default: 2022
   -- EBITDA at emergence: $235 million
   -- Implied enterprise valuation (EV) multiple: 5x
   -- Gross EV: $1.2 billion

Simplified waterfall

   -- Net EV (after 5% administrative costs): $1.1 billion
   -- Estimated priority claims (60% usage of $220 million ABL
      facility, net of about $35 million of undrawn letters of
      credit): $95 million
   -- Remaining value: $1 billion
   -- Estimated senior unsecured claims: $875 million
      -- Recovery expectation: 50% to 70% (Rounded estimate: 65%)

Ratings List

USG Corp.
Corporate Credit Rating                        BB+/Stable/--

New Rating
Senior Unsecured
  $500 mil sr notes due 2027                    BB+
   Recovery Rating                              3(65%)


WEST SEATTLE LODGE: Taps Marc Stern as Legal Counsel
----------------------------------------------------
West Seattle Lodge, LLC received approval from the U.S. Bankruptcy
Court for the Western District of Washington to hire Marc Stern,
Esq., as its legal counsel.

Mr. Stern will charge $400 per hour for his services.  He has not
received funds from the Debtor or its principal in connection with
his employment.

In a court filing, Mr. Stern disclosed that he does not represent
any interest adverse to the Debtor's bankruptcy estate.

Mr. Stern maintains an office at:

     Marc S. Stern, Esq.
     1825 NW 65th Street
     Seattle, WA 98117
     Phone: (206) 448-7996
     Email: marc@hutzbah.com

                    About West Seattle Lodge

Based in Seattle, Washington, West Seattle Lodge LLC sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D.
Wash. Case No. 17-10842) on February 27, 2017.  The petition was
signed by Shawn Roten, manager.  

At the time of the filing, the Debtor disclosed $54,891 in assets
and $1.16 million in liabilities.

The case is assigned to Judge Timothy W. Dore.  The Debtor hired
Vortman & Feinstein, P.S. as bankruptcy counsel.


WESTMORELAND RESOURCE: GP Declares Distributions for Q1 2017
------------------------------------------------------------
Westmoreland Resources GP, LLC, general partner of Westmoreland
Resource Partners, LP, declared a cash distribution for all
unitholders and warrant holders of $0.1333 per unit for the quarter
ended March 31, 2017.  Additionally, the Board declared a
distribution of Series A Convertible units to be issued in lieu of
a $0.1333 cash distribution to holders of Series A Convertible
units.  The distribution will be paid on May 15, 2017, to all
unitholders and warrant holders of record as of the close of
business on May 8, 2017.

"Brokers and nominees should treat one hundred percent (100.0%) of
WMLP's distributions to non-U.S. investors as being attributable to
income that is effectively connected with a United States trade or
business.  Accordingly, WMLP's distributions to non-U.S. investors
are subject to federal income tax withholding at the highest
applicable effective tax rate."

                 About Westmoreland Resource

Oxford Resource Partners, LP, now known as Westmoreland Resource
Partners, LP -- http://www.westmorelandMLP.com/-- is a producer of
high
value steam coal, and is the largest producer of surface mined coal
in Ohio.

Westmoreland Resource reported a net loss of $31.58 million on
$349.34 million of total revenues for the year ended Dec. 31, 2016,
compared to a net loss of $33.68 million on $384.70 million of
total revenues for the year ended Dec. 31, 2015.  As of Dec. 31,
2016, Westmoreland Resource had $386.90 million in total assets,
$415.01 million in total liabilities and a total deficit of $28.11
million.


WEX INC: Moody's Revises Outlook to Stable & Affirms Ba3 CFR
------------------------------------------------------------
Moody's Investors Service affirmed WEX Inc's Ba3 corporate family,
senior unsecured debt, and senior secured bank credit facility
ratings and changed the outlook to stable from negative.

Issuer: WEX Inc.

-- LT Corporate Family Rating, Affirmed Ba3

-- Senior Secured Bank Credit Facility, Affirmed Ba3

-- Senior Unsecured Regular Bond/Debenture, Affirmed Ba3

-- Outlook, Changed To Stable From Negative

RATINGS RATIONALE

The Ba3 ratings reflect WEX's strong market position in its core
fleet payment solutions business, which has been further
strengthened by its acquisition of Electronic Funds Source LLC
(EFS), as well as the company's attractive operating margins and
strong profitability. The ratings also reflect WEX's strong and
stable asset quality metrics related to its charge card
receivables, which approximately 70% of the company's tangible
asset base. Balancing these positive factors are a number of credit
challenges which include the company's higher financial leverage
resulting from the acquisition, while declining, fleet revenue
dependence on gas and diesel fuel prices, and weak capital position
due to its negative tangible equity position.

The change in outlook follows the closing and largely complete
integration of the company's EFS acquisition along with Moody's
expectations that company-reported bank covenant debt / EBITDA will
fall below 4.0x by the end of the year. Moody's expects that the
company will remain acquisitive with company-reported bank covenant
debt/EBITDA possibly increasing up to as high as 4.50x to 4.75x at
the time of any future acquisitions.

The ratings could be upgraded in the event that company-reported
bank covenant debt/EBITDA decreases below 3.5x and is expected to
remain below such level at the same time the financial performance
continues to be strong with net income / assets above 2.5% and
charge-offs to assets remaining below 1.5%.

The ratings could be downgraded in the event that company-reported
bank covenant debt/EBITDA increases above 5.0x and is expected to
remain at such level for three or more quarters, or if
company-reported bank covenant debt/EBITDA rises above 5.5x. A
weakening of profitability whereby net income/assets fell below
2.0% or declining asset quality with charge-offs rising above 2.0%
would also put downward pressure on the ratings.

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


WONDERWORK INC: U.S. Trustee Directed to Appoint Ch. 11 Examiner
----------------------------------------------------------------
Judge Mary Kay Vyskocil of the U.S. Bankruptcy Court for the
Southern District of New York entered an Order directing the U.S.
Trustee to appoint an independent examiner for Wonderwork, Inc.

The Order was made following the Court's determination that there
is a cause for the appointment of an examiner and the imposition of
certain temporary controls for the Debtor.

The Court further ordered that the appointed Examiner must, as soon
as practical, file on the docket a written report of his or her
investigation within the time period, but in no event later than 90
days from the date of his or her appointment, unless such time is
extended by the Court. Likewise, the Court noted that the Examiner
may retain attorneys, accountants and/or other professionals if he
or she determines that such professionals are necessary to
discharge his or her duties, with such retention to be subject to
Court approval.

                      About Wonderwork Inc.

Wonderwork, Inc. filed a Chapter 11 petition (Bankr. S.D.N.Y. Case
No. 16-13607) on December 29, 2016.  The petition was signed by
Brian Mullaney, chief executive officer.   At the time of filing,
the Debtor estimated assets and liabilities of $10 million to $50
million.


WTE S&S AG: Can Continue Using Cash Collateral Through June 3
-------------------------------------------------------------
Judge Donald R. Cassling of the U.S. Bankruptcy Court for the
Northern District of Illinois authorized WTE-S&S AG Enterprises LLC
to use cash collateral on an interim basis during the period from
May 8, 2017 through June 3, 2017.

The Debtor is authorized to make the expenditures set forth on the
Budget, which provides total disbursements in the amount of $35,150
during the period of week ending May 1, 2017 through the week
ending May 29, 2017.

State Bank of Chilton have consented to the Debtor's continued use
of cash collateral. In return for the Debtor's continued interim
use of cash collateral, State Bank of Chilton is granted the
following adequate protection for its purported secured interests
in the Debtor's property:

     (a) The Debtor will permit State Bank of Chilton to inspect
its books and records;

     (b) The Debtor will maintain and pay premiums for insurance to
cover all of its assets from fire, theft and water damage;

     (c) The Debtor will make available to State Bank of Chilton
evidence of that which constitutes its collateral or proceeds;

     (d) The Debtor will properly maintain its assets in good
repair and properly manage its business;

     (e) State Bank of Chilton will be granted a valid, perfected,
enforceable security interests in the Debtor's post-petition
assets, including all proceeds and products which become property
of the estate to the extent and priority of its alleged
pre-petition liens, but only to the extent of any diminution in the
value of such assets from the Petition Date through June 3, 2017.

A final hearing on the Debtor's use of cash collateral is scheduled
on May 30, 2017 at 10:00 a.m.

A full-text copy of the Order, dated April 25, 2017, is available
at http://tinyurl.com/lxny9re


                  About WTE-S&S AG Enterprises LLC

WTE-S&S AG Enterprises, LLC, is a limited liability company formed
for the purpose of constructing an anaerobic digester on the
largest dairy farm in Door County, Wisconsin, so as to generate
electricity from harnessing methane extracted from animal waste.

The Debtor filed for Chapter 11 bankruptcy protection (Bankr. N.D.
Ill. Case No. 16-09913) on March 23, 2016.  The petition was signed
by James G. Philip, manager and designated representative.  The
Debtor is represented by David K. Welch, Esq., at Crane, Heyrnan,
Simon, Welch & Clar.  The case is assigned to Judge Donald R.
Cassling.  The Debtor estimated both assets and liabilities in the
range of $1 million to $10 million at the time of the filing.


YOU'RE PUTTING ME: Taps Thompson Law Group as Legal Counsel
-----------------------------------------------------------
You're Putting Me On, Inc. seeks approval from the U.S. Bankruptcy
Court for the Western District of Pennsylvania to hire legal
counsel.

The Debtor proposes to hire Thompson Law Group, P.C. to, among
other things, give legal advice regarding its duties under the
Bankruptcy Code, prosecute actions to protect its estate, and
provide other legal services related to its Chapter 11 case.

The firm will charge $250 per hour for the services of its
attorneys, $90 per hour for paralegals, and $45 per hour for the
general office staff.

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

The firm can be reached through:

     Brian C. Thompson, Esq.
     Thompson Law Group, P.C.
     125 Warrendale-Bayne Road, Suite 200
     Warrendale, PA 15086
     Phone: (724) 799-8404
     Fax: (724) 799-8409
     Email: bthompson@thompsonattorney.com

                   About You're Putting Me On

You're Putting Me On, Inc. sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. W.D. Pa. Case No. 17-21720) on April
26, 2017.  The case is assigned to Judge Carlota M. Bohm.

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


ZOOMPASS HOLDINGS: MNP LLP Raises Going Concern Doubt
-----------------------------------------------------
Zoompass Holdings, Inc., filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K, disclosing a
net loss of $13.98 million on $221,021 of net revenue for the year
ended December 31, 2016

The Company's independent accountants MNP LLP states that the
Company has incurred losses from operations and is dependent upon
future sources of equity or debt financing in order to fund its
operations.  These conditions raise substantial doubt about the
Company's ability to continue as a going concern.

The Company's balance sheet at December 31, 2016, showed total
assets of $11.36 million, total liabilities of $2.31 million, and a
total stockholders' equity of $9.04 million.

A full-text copy of the Company's Form 10-K is available at:
                
                   http://bit.ly/2oUXprE

Zoompass Holdings, Inc., formerly known as UVIC, INC., through its
subsidiaries, offers financial technology services including both
platform and mobile money solutions.



                            *********

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
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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
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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
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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.  
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Copyright 2017.  All rights reserved.  ISSN: 1520-9474.

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