TCR_Public/170515.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Monday, May 15, 2017, Vol. 21, No. 134

                            Headlines

1201 ERNSTON ROAD: Plan Exclusivity Deadline Extended Until Aug. 8
6420 ROSWELL: Taps Wiggins Law Group as Litigation Counsel
A&D PROPANE: U.S. Trustee Unable to Appoint Committee
ABRAHAM BEROOKHIM: Wongs Buying Santa Monica Property for $4.7M
ADAMS RESOURCES: Seeks to Hire Gavin/Solmonese as CRO

ADVANCED SOLIDS: Sale of Residential Furniture for $1.5K Approved
AEMETIS INC: Obtains $1.5 Million Credit Facility from Third Eye
AFFINION GROUP: Moody's Rates New $1.45BB 1st Lien Loans 'B2'
AFFINION GROUP: S&P Lowers CCR to 'SD' Following Debt Exchange
ALL-TEX STAFFING: U.S. Trustee Unable to Appoint Committee

ALLY FINANCIAL: Has $214 Million Net Income in First Quarter
ALLY FINANCIAL: Stockholders Elect 11 Directors
AMIGO PAT TEXAS: U.S. Trustee Unable to Appoint Committee
AMPLIPHI BIOSCIENCES: Amends 3.7-M Shares Prospectus with SEC
APOLLO ENDOSURGERY: Reports $8.21-M Net Loss for First Quarter

ARABELLA PETROLEUM: Assets Being Sold Jointly with Assets of AEX
ASPIRITY HOLDINGS: Deloitte & Touche LLP Raises Going Concern Doubt
ATIF INC: Creditors' Committee Names David Efron as Chairperson
AVONDALE MEADOWS: S&P Assigns 'BB' Rating on 2017 Revenue Bonds
BCBG MAX: Founder's Wife Appeals Loss of $7M Payout

BELLS FOOD: Permitted to Use Up to $50,000 in Cash Collateral
BIG ORANGE: Case Summary & 4 Unsecured Creditors
BIOLARGO INC: Calvert Will Remain CEO & Pres. for the Next 5 Years
BIOSCRIP INC: Incurs $21.8 Million Net Loss in First Quarter
BLUE BUFFALO: S&P Rates New $520MM Sr. Secured Credit Facilities

BOMBARDIER RECREATIONAL: S&P Affirms 'BB' CCR; Outlook Stable
BRICK OVEN: Voluntary Chapter 11 Case Summary
CALCEUS ACQUISITION: Moody's Cuts Corporate Family Rating to Caa1
CAMBER ENERGY: Wants Investor Barred From Forcing Shares Issuance
CAMPBELLTON-GRACEVILLE: Hires Berger Singerman as Counsel

CAMPBELLTON-GRACEVILLE: Hires GlassRatner as Restructuring Advisor
CAMPBELLTON-GRACEVILLE: Taps Blankenship Jordan as Special Counsel
CAPROCK OIL: U.S. Trustee Unable to Appoint Committee
CBL & ASSOCIATES: S&P Affirms 'BB' Rating on Preferred Shares
CENTRAL GROCERS: Jewel Food Buying All Strack Assets for $100M

CENTRAL GROCERS: Seeks to Hire Prime Clerk as Claims Agent
CENTRAL LAUNDRY: Taps Asterion Inc. as Financial Advisor
CHINA FISHERY: Maybank, et al., Object to Exclusivity Extension
CHINA INFORMATION TECH: UHY LLP Raises Going Concern Doubt
CIBER INC: Creditors Panel Hires BDO as Financial Advisor

CIBER INC: Creditors Panel Hires Perkins Coie as Attorneys
CIBER INC: Creditors Panel Hires Shaw Fishman as Co-Counsel
CLOUD CRANE: S&P Affirms 'B' CCR; Outlook Stable
COMBIMATRIX CORP: Reports Q1 2017 Financial and Operating Results
CONCENTRA INC: S&P Affirms 'B+' CCR & Revises Outlook to Stable

COSI INC: Plan Takes Effect, Exits Chapter 11 Bankruptcy
CRAPP FARMS: Seeks to Hire Krekeler Strother as Legal Counsel
CRYOPORT INC: Incurs $1.78 Million Net Loss in First Quarter
DEAN FOODS: S&P Raises CCR to 'BB; Outlook Stable
DEWEY & LEBOEUF: Steven DiCarmine's Role in Fraud Minimal

DEXTERA SURGICAL: Reports 2017 Third Quarter Financial Results
DN REAL ESTATE: Taps Keller Williams as Real Estate Broker
DN REAL ESTATE: To Hire Robbins Realty as Real Estate Broker
DOWN HOUSE: U.S. Trustee Unable to Appoint Committee
E. ALLEN REEVES: Taps Quaker City as Auctioneer

EAST TEXAS HOME: Court Dismisses Cash Collateral Motion
ECLIPSE RESOURCES: Reports First Quarter Net Income of $26.8M
ECOSPHERE TECHNOLOGIES: Amends Stock Options Exercise Price
ELAN MEDICAL: Taps Stuppi & Stuppi as Legal Counsel
ELECTRONIC SERVICE: Case Summary & 15 Largest Unsecured Creditors

EMERALD GRANDE: Needs More Time to Stabilize Finances, File Plan
ENERGIZER HOLDINGS: S&P Revises Outlook to Pos. & Affirms 'BB' CCR
EP MINERALS: S&P Lowers 1st-Lien Debt Rating to 'B' Amid Add-On
FIRST NBC BANK: Case Summary & 20 Largest Unsecured Creditors
FIRSTENERGY SOLUTIONS: S&P Cuts ICR to 'CCC' on Litigation Outcome

FOCUS FINANCIAL: S&P Assigns 'B+' ICR; Outlook Stable
FORMOSA PLANTATION: Disclosure Statement Hearing Set for May 31
FRIENDSHIP VILLAGE: GreenFields of Geneva Set for July 26 Auction
GASTAR EXPLORATION: Ares Management Holds 45% Stake as of May 2
GENERAL WIRELESS: Taps Hilco IP Services as IP Consultant

GENON ENERGY: Will Offer $540-M Senior Secured First Lien Notes
GLOBAL EAGLE: S&P Puts 'B+' CCR on CreditWatch Negative
GLORIA MONTANO: Clark Buying Santa Barbara Property for $700K
GM OILFIELD: Taps Equipment Appraisal Service as Appraiser
GREEN TREE 1996-D: S&P Discontinues D Rating on Class B Tranche

HERITAGE ORGANIZATION: Federal Ct. Upholds Order on Canada Suit
HEXION INC: Incurs $42 Million Net Loss in First Quarter
HOGAR CARINO: Hires Luis D. Flores Gonzalez as Counsel
HOLLISTON LLC: SSG Acted as Investment Banker in Asset Sale
I.O. METRO: Seeks to Hire Rinnovo and Appoint CRO

I.O. METRO: Taps Shapiro Bieging as Legal Counsel
INC RESEARCH: S&P Puts 'BB+' CCR on CreditWatch Negative
INTERNATIONAL BANK OF AZERBAIJAN: Chapter 15 Case Summary
INVENTIV GROUP: S&P Puts 'B' CCR on CreditWatch Positive
IRASEL SAND: U.S. Trustee Unable to Appoint Committee

JOYFULL RIDE: Hires John Sommerstein as Counsel
KATE SPADE: S&P Puts 'BB-' CCR on CreditWatch Positive
KATY INDUSTRIES: Case Summary & 20 Largest Unsecured Creditors
KENDALL LAKE: Disputed Unsecured Claims to Get 75% Under Plan
KRONOS ACQUISITION: S&P Revises Outlook to Neg. & Affirms 'B-' CCR

KRONOS WORLDWIDE: Fitch Affirms 'B+' Issuer Default Ratings
LANCELOT INVESTORS: Kennedy Funding Breached Pact, Court Finds
LEVEL 1: Trustee Taps Fisher Rushmore as Special Counsel
LIMITED STORES: Intends to File Liquidating Plan by July 17
MAGNETATION LLC: Seeks to Expand Scope of RSM US Services

MAINEGENERAL HEALTH: Fitch Cuts $280.75MM Rev Bonds Rating to BB
MARSH SUPERMARKETS: Files for Chapter 11, Still Seeking Buyer
MARSH SUPERMARKETS: List of 44 Core Stores That Remain Open
MAXUS ENERGY: Gets Tentative OK on 'Neptune' Asset Sale
MAYA RESTAURANTS: Taps MPA's Jason Cortazzo as Insurance Adjuster

MCGEE TRUCKING: Seeks to Retain Robert McGee as Regular Employee
MEMORIAL PRODUCTION: Emerges From Chapter 11 as Amplify Energy
METROPARK USA: Oak Point Buying Remnant Assets for $10K
MICROSEMI CORP: S&P Puts Instruments' 'BB' Rating on Watch Neg.
MICROVISION INC: Signs $5-M Sale Agreement with Brinson Patrick

MISH INC: Hires John Sommerstein as Counsel
MONTCO OFFSHORE: Committee Taps A&M as Financial Advisor
MORGAN STANLEY 2005-TOP 19: S&P Lowers Rating on Cl. L Certs to D
MOTHERSHIP VENTURES: U.S. Trustee Unable to Appoint Committee
MOUNTAIN WEST: Voluntary Chapter 11 Case Summary

MTN INC: U.S. Trustee Unable to Appoint Committee
MUSCLEPHARM CORP: CEO Drexler Reports 46.8% Stake as of Dec. 8
NEW ATRIUM: Taps Minchella & Associates as Legal Counsel
NUVERRA ENVIRONMENTAL: Hires AP Services' Albergotti as CRO
NUVERRA ENVIRONMENTAL: Sets De Minimis Assets Sale Procedures

OCONEE REGIONAL: Two Affiliates' Voluntary Chapter 11 Case Summary
OLD FASHION BUTCHER: Seeks to Hire At Tax as Accountant
OPTIMA SPECIALTY: PSA Approved; Parent to Chip in $200M in Plan
OUTER HARBOR: Committee Bid to Extend Challenge Period Denied
P10 INDUSTRIES: Plan Declared Effective on May 4

PAYLESS HOLDINGS: Committee Taps Back Bay as Expert Consultant
PAYLESS HOLDINGS: Committee Taps Province as Financial Advisor
PAYLESS HOLDINGS: Taps Prime Clerk as Administrative Advisor
PEABODY ENERGY: S&P Assigns 'B+' CCR Following Ch. 11 Emergence
PENICK PRODUCE: Taps Stokes Law Office as Special Counsel

PETROQUEST ENERGY: Has $4.91M Net Loss in March 31 Quarter
PHILADELPHIA HEALTH: Creditors Panel Hires M S Fox as Consultant
PLATINUM PARTNERS: Group Wants 2 Indicted Execs to Advise Receiver
PORTER BANCORP: Reports First Quarter Financial Results
POST HOLDINGS: S&P Assigns 'BB-' Rating on Proposed $2BB Loan

POWELL ROGERS: Voluntary Chapter 11 Case Summary
PRIME ACQUISITION: Marcum LLP Raises Going Concern Doubt
PRINTPACK HOLDINGS: Moody's Hikes CFR to B1; Outlook Stable
PRODUCTION RESOURCE: Moody's Lowers Corporate Family Rating to Ca
PUERTO RICO: Cede & Co Added to List of Top Unsecured Creditors

PUERTO RICO: COFINA Files Petition; Joint Administration Sought
PUERTO RICO: COFINA's Case Summary & List of Creditors
PUERTO RICO: Proposes Prime Clerk as Claims Agent
PUERTO RICO: Retirees Ask for Own Official Committee
QUANTUM CORP: Appoints VeriFone CFO & S Group President to Board

QUANTUM CORP: Files Conflict Minerals Report for 2016
REGAL ENTERTAINMENT: S&P Assigns 'BB' Rating on $150MM Add-on Loan
REGAL PETROLEUM: Taps Tarpy Cox as New Legal Counsel
RENESOLA LTD: Recurring Losses Raises Going Concern Doubt
RESOLUTE ENERGY: S&P Assigns 'B-' CCR; Outlook Stable

RESOLUTE ENERGY: Says Q2 Starting Out With 'Impressive Results'
RESOURCE CAPITAL: NY Court Won't Combine 3 Loan Suits Vs. REIT
RIDGE MANOR: Hires Keller Williams Realty as Real Estate Agent
RIVERBED PARENT: S&P Affirms 'B' CCR & Revises Outlook to Neg.
RMS TITANIC: Needs More Time to Finalize PSA, File Chapter 11 Plan

ROBINSON OUTDOOR: U.S. Trustee Unable to Appoint Committee
S&S SCREW: Allowed to Continue Cash Collateral Use Through June 8
SEADRILL PARTNERS: PwC LLP Raises Going Concern Doubt
SELECT MEDICAL: S&P Affirms 'B+' CCR & Revises Outlook to Stable
SKIP ONE: Hires Leon A. Williamson, Jr. as Counsel

SMART MODULAR: Moody's Puts Caa1 CFR Under Review for Upgrade
SOUTHERN SANDBLASTING: U.S. Trustee Unable to Appoint Committee
SOUTHWEST SILK: Taps Mitchell Buchman as Legal Counsel
SOUTHWESTERN ENERGY: S&P Affirms 'BB-' CCR; Outlook Positive
SPD LLC: Disclosure Statement Hearing Set for Sept. 12

SPD LLC: Taps Coldwell Banker as Real Estate Broker
STEVE'S FROZEN: To Employ Faraci and Faraci as Litigation Counsel
SUNEDISON INC: Numerous Shareholders Object to Plan Outline
SURGICAL CARE: S&P Raises CCR to 'BB+', Subsequently Withdrawn
SYNERGY RESOURCES: S&P Lowers Rating on Sr. Unsec. Notes to 'B-'

TD MANUFACTURING: Taps Buechler & Garber as Legal Counsel
TEXAS PELLETS: Seeks to Hire RPA Advisors as Crisis Manager
THQ INC: Reaches $2.6M Settlement on UDraw Class Suit
TLC HEALTH: PCO Files 18th Report
TRANSMARINE PROPULSION: Taps Buddy D. Ford as Legal Counsel

UNILIFE CORP: Court Approves KEIP After UST Dropped Objection
UNITED ROAD: Asks Court to Dismiss Chapter 11 Case
UNITED ROAD: Completes 363 Sale Process to URT Acquisition
UPLIFT RX: Taps Baker & Hostetler as Legal Counsel
US DATAWORKS: Taps Hughes Watters as Legal Counsel

US DATAWORKS: Wants to Obtain $150K Financing, Use Cash Collateral
VENOCO LLC: Seeks to Hire Bracewell as Legal Counsel
VENOCO LLC: Seeks to Hire Zolfo Cooper, Appoint CRO
VENOCO LLC: Taps Morris Nichols as Co-Counsel
VENOCO LLC: Taps Prime Clerk as Administrative Advisor

VENOCO LLC: Taps Seaport Global as Investment Banker
VINCE HOLDING: PricewaterhouseCoopers LLP Casts Going Concern Doubt
VISTA OUTDOOR: S&P Lowers CCR to 'BB' on Weaker Outlook for 2018
W&T OFFSHORE: Posts $24.3 Million Net Income for First Quarter
W&T OFFSHORE: Stockholders Elect Five Directors

WALTON WESTPHALIA: Receives Notice of Default From Senior Lender
WAVE SYSTEMS: 'It's An Exciting Moment for Us,' Says Aurea CEO
WEST CORP: S&P Puts 'BB-' CCR on CreditWatch Negative
WG DEVELOPMENT: Taps Craig A. Diehl as Legal Counsel
WILDHORSE RESOURCE: S&P Affirms 'B' CCR; Outlook Stable

WK INVESTMENTS: Hires Ira H. Thomsen Law Offices as Counsel
WORDS OF RESTORATION: Plan Outline Okayed, Plan Hearing on June 7
WP CITYMD: Moody's Assigns B3 Corporate Family Rating
WP CITYMD: S&P Assigns 'B-' CCR; Outlook Stable
YUKOS OIL: Was Unlawfully Bankrupted by Russia, Dutch Court Rules

[*] Bankruptcy Filings Continue to Escalate in Retail Sector
[*] Carl Selenberg Can't Drop Malpractice Settlement With Ex-Client
[^] BOND PRICING: For the Week from May 8 to 12, 2017

                            *********

1201 ERNSTON ROAD: Plan Exclusivity Deadline Extended Until Aug. 8
------------------------------------------------------------------
Judge Kathryn C. Ferguson of the U.S. Bankruptcy Court for the
District of New Jersey extended the time periods in which only 1201
Ernston Road Realty Corp. may file a plan of reorganization until
August 8, 2017, and solicit acceptances of such plan until October
6, 2017.  

The Troubled Company Reporter had previously reported that the
Debtor needs additional time to complete its due diligence efforts,
including marketing the Property for sale, finalizing negotiations,
and subsequently submitting a viable, good faith plan.

The Debtor averred that it was in the process of finalizing
interviews of three commercial brokers to select the best and most
experienced realtor to aggressively market for sale the Debtor's
commercial real property located at 1201 Ernston Road, South Amboy,
New Jersey, while maximizing a return for the estate.  

On April 21, 2017, the Debtor filed an application to employ Ray
Brooks Realty, Inc. as the Debtor's realtor.

              About 1201 Ernston Road Realty Corp.

1201 Ernston Road Realty Corp., filed a Chapter 11 bankruptcy
petition (Bankr. D.N.J. Case No. 17-10549) on Jan. 10, 2017,
disclosing both assets and liabilities to be between $500,000 to $1
million. The Petition was signed by Ana Orisini, President.

The Debtor is represented by Anthony Sodono III, Esq. at Trenk
DiPasquale Della Fera & Sodono, P.C. The Debtor employs RJAC and
Associates, LLC, as accountant; and Ray Brooks Realty, Inc., as
realtor.


6420 ROSWELL: Taps Wiggins Law Group as Litigation Counsel
----------------------------------------------------------
6420 Roswell Road Inc. seeks approval from the U.S. Bankruptcy
Court for the Northern District of Georgia to hire Wiggins Law
Group, LLC.

The firm will represent the Debtor in all litigation concerning the
operation of its adult entertainment business.  Wiggins will be
paid a flat fee of $3,500 per month.

Cary Wiggins, 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:

     Cary S. Wiggins, Esq.
     Wiggins Law Group, LLC
     260 Peachtree St. NW, Suite 401
     Atlanta, GA 30303
     Phone: (404) 659-2880
     Fax: (404) 659-3274
     Email: cary@wigginslawgroup.com  

                   About 6420 Roswell Road, Inc.

6420 Roswell Road Road Inc. filed a Chapter 11 bankruptcy petition
(Bankr. N.D. Ga. Case No. 17-56753) on April 12, 2017, disclosing
less than $50,000 in assets and less than $500,000 in liabilities.
The petition was signed by Harry J. Freese, president.

The Debtor is represented by Howard P. Slomka, Esq., at Slipakoff
and Slomka, PC.


A&D PROPANE: U.S. Trustee Unable to Appoint Committee
-----------------------------------------------------
The Office of the U.S. Trustee on May 10 disclosed in a court
filing that no official committee of unsecured creditors has been
appointed in the Chapter 11 case of A&D Propane, Inc.

                       About A&D Propane Inc.

Based in Huntsville, Texas, A&D Propane, Inc. filed a Chapter 11
petition (Bankr. S.D. Tex. Case No. 17-31502) on March 7, 2017.
In its petition, the Debtor estimated $883,060 in assets and $1.56
million in liabilities.  The petition was signed by Robert Dobyns,
president.

The Hon. Jeff Bohm presides over the case. Julie M. Koenig, Esq.,
at Cooper & Scully, PC, serves as bankruptcy counsel.  The Debtor
hired Bryan Brassell of Padgett Business Services to prepare its
tax returns.


ABRAHAM BEROOKHIM: Wongs Buying Santa Monica Property for $4.7M
---------------------------------------------------------------
Abraham Berookhim asks the U.S. Bankruptcy Court for the Central
District of California to authorize the sale of a single-family
residence in Santa Monica, California, to Rosanna and Charles Wong
for $4,700,000.

Objections, if any, must be filed 14 days before the date set for
the hearing.

In 1987, the Debtor built a single-family residence located at 609
10th Street, Santa Monica, California, APN No. 4280-024-032, and
resided there for some years.  In 2003, he got an equity line,
which he used to renovate the house completely with the intention
of renting it.  The Property was rented to a tenant for five years
through August 2016 and he then started renting it on Airbnb.
After a 20-day Airbnb rental of the entire house for over $27,000
ended and after the Sept. 4, 2016 date of filing for Chapter 11
relief, the Debtor and his wife moved into the house and continue
to rent it through Airbnb either per room or in its entirety.  He
entered into a listing agreement with the real estate agency,
Hilton & Hyland, to rent it for $21,000 per month fully furnished
or sell it for $4,995,000 and, after much negotiations received the
current offer for $4,700,000 for his Property appraised at
$4,500,000 according to the appraisal.

Under a Jan. 24, 2017 Representation Agreement, with Hilton &
Highland, the Debtor engaged that brokerage to market and sell the
Property.  Hilton & Highland have extensive experience in selling
similar properties and their employment application by the Debtor
has been filed with the court and engaged in exhaustive marketing
efforts.

There are two liens against the property, for approximately
$2,880,000.  

Prior to the Petition Date, Carol Coote ("Plaintiff") filed that
case entitled "Carol Coote v. Jeremy Stanton, et al.," Case No. SC
124598, the Hon. Judge Nancy Newman, presiding ("Superior Court
Case").  By order entered on Nov. 30, 2016, Plaintiff received
relief from stay to continue to prosecute such superior court case
not only against Jeremy Stanton, but also against the Debtor.

On Feb. 15, 2017, the Plaintiff filed proof of claim No.9 in the
case in the amount of $400,000 based on the Superior Court Case
("Claim").  On April 11, 2017, the Debtor filed a motion to
establish procedures for the sale of the Property and a motion for
sale of such Property.  The Debtor concurrently filed applications
for an order shortening time to hear each of such two motions.  The
Court denied the applications and instead set only a hearing on the
Debtor's motion for sale procedures on May 16, 2017 at 2:00 p.m.  

On April 25, 2017, the Court held a status conference and a hearing
on approval of the Debtor's Disclosure Statement Describing the
Debtor's Chapter 11 Plan of Reorganization.  At the status
conference, the Court indicated that it would convert the Debtor's
case to one under Chapter 7 unless the Debtor and the Plaintiff
reached resolution of the Claim and, necessarily, the Superior
Court Case by no later than May 9, 2017, and informed the Court of
such settlement and the Court would refrain from entering an order
converting the Bankruptcy Case to one under Chapter 7 of the
Bankruptcy Code.

As the Plaintiff and the Debtor, through counsel, informed the
Court on May 9, 2017, they have reached resolution of the Claim,
which was memorialized in a settlement agreement executed on May 11
and 12, 2017 ("Settlement Agreement") and the Motion is made to
comply with such Settlement Agreement.  The Motion asks approval to
consummate the same sale the Debtor sought to consummate pursuant
to that previous motion filed on April 11, 2017.

The sale is proposed to be free and clear of liens, claims and
interests.  The estate would receive the purchase price of
$4,700,000, less a 4.5% commission of $211,500 to the brokers.  The
brokers to receive commission are Alphonso Lascano and Bjorn
Farrugia, Hilton & Highland, 250 North Canon Drive, Beverly Hills,
California.

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

      http://bankrupt.com/misc/Abraham_Berookhim_121_Sales.pdf

It should also be noted that the current Proposed Buyers are
demanding a damage fee of $750 per day for delay in closing
starting from initial closing date of 4/27, plus $500 rent per day
from closing until seller move out.  In addition, the Proposed
Buyers require that the sale and move-out occur no later than June
1, 2017 or it is going to withdraw from the transaction and demand
a full refund of their deposit.  While the Debtor hopes to
negotiate for waiver of the foregoing, the sale should be approved
despite such request.

Since the purchase offer exceeds the Property's formally appraised
value, no approval of overbid procedures is sought and dispensing
with such procedures is supported by the Debtor's only previously
objecting unsecured creditor, Carol Coote.

The sale is in the best interest of the estate because the Property
is expensive to manage and to service the consensual liens secured
by it and is not likely to be sold for a higher price and sale
would reduce the debt that would require administration within the
estate.  The evidence is that the value of the Property is the same
as the purchase price, i.e. $4,500,000 plus $200,000 for buyer to
purchase all chandeliers, fixtures, curtains and Hasam painting,
given that it has been listed for higher amounts and failed to get
offers.  Whether or not the value of the Property is declining, the
Property is not likely to be sold for a higher price since
$4,500,000 is its value as of March 3, 2017 according to the full
Appraisal by a duly licensed professional and it makes sense to
allow the Debtors to dispose of the Property in order to help fund
reorganization.  

The Debtor put the Property up for sale on the open market after
consulting with his brokers, who are familiar with the local and
the broader Southern California real estate market, as well as the
type of property for sale, a single family residence. The price
offered for the Property represents the most favorable option for
the Property and argues in favor of the relief sought.  In light of
the fact that the offer is the best current offer that the Debtor
has received for the Property, the Debtor asserts that the sale as
proposed is in the best interest of creditors.  Accordingly, the
Debtor asks the Court to approve the relief sought.

The Debtor asks the Court to waive the stay of 14 days of an order
as provided in Rule 6004(h) of the Federal Rules of Bankruptcy
Procedure.

Abraham Berookhim sought Chapter 11 protection (Bankr. C.D. Cal.
Case No. 16-21836) on Sept. 4, 2016.  The Debtor tapped Steven A
Schwaber, Esq., as counsel.


ADAMS RESOURCES: Seeks to Hire Gavin/Solmonese as CRO
-----------------------------------------------------
Adams Resources Exploration Corp. seeks approval from the U.S.
Bankruptcy Court for the District of Delaware to hire a chief
restructuring officer.

The Debtor proposes to hire Gavin/Solmonese, LLC to provide these
services in connection with its Chapter 11 case:

     (a) Day-to-day operational or financial management of the
         case, including oversight of all financial activities of
         the Debtor.

     (b) Negotiation and execution of financing relationships
         Including, if necessary, preparation of a
         situational analysis or business plan for submission to
         potential lenders and investors.

     (c) Negotiation of and amendments to contracts.

     (d) The compromise of accounts payable and receivable and of
         notes payable and receivable.

     (e) Direct communication with creditors, vendors, customers
         and employees with respect to the Debtor's affairs and
         progress of the bankruptcy case.

     (e) Planning and overall management of any required wind-down

         efforts, including liquidation of residual assets.

     (f) Providing assistant CRO staff, as necessary, to provide
         interim accounting, information technology, operations
         and other capabilities or consulting expertise.

The standard hourly rates charged by the firm range from $400 to
$650 for principals, $300 to $650 for managing directors, $225 to
$350 for senior consultants and directors, and $125 to $250 for
other professional staff.

Gavin/Solmonese will receive a retainer fee in the amount of
$25,000.  

Moreover, the firm is entitled to a "success fee" if requested to
seek additional or replacement financing for the Debtor, to sell
all or part of its business, or to recruit senior managers or
officers.  

The success fee for financing is 5% of the face amount of the
funding.  For the sale of the business, the success fee is 5% of
the gross consideration paid for the assets or forgiveness of debt
received.  Meanwhile, the success fee for the recruitment of
officers or managers is 25% of the total annual compensation of
such individual.

Edward Gavin, managing director of Gavin/Solmonese, 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:

     Edward T. Gavin
     Gavin/Solmonese, LLC
     919 N. Market Street, Suite 600
     Wilmington, DE 19801
     Phone: 302.655.8997
     Fax: 302.655.6063

            About Adams Resources Exploration Corp.

Houston, Texas-based Adams Resources Exploration Corporation --
http://www.adamsexploration.com-- is engaged in the development of
the Haynesville Shale in East Texas and now own interest in a large
number of producing dry gas wells. It also has interest in 405
wells and 131,236 gross developed acres in seven states.

Adams Resources filed for Chapter 11 bankruptcy protection (Bankr.
D. Del. Case No. 17-10866) on April 21, 2017, estimating its assets
at between $1 million and $10 million and debts at between $50
million and $100 million. The petition was signed by John Riney,
president.

Judge Kevin Gross presides over the case.

William A. Hazeltine, Esq., and D. Sullivan, Esq., at Sullivan
Hazeltine Allinson LLC serve as the Debtor's bankruptcy counsel.


ADVANCED SOLIDS: Sale of Residential Furniture for $1.5K Approved
-----------------------------------------------------------------
Judge Ronald B. King of the U.S. Bankruptcy Court for the Western
District of Texas authorized Advanced Solids Control, LLC's sale of
personal property described as residential furniture located in the
real property at 5002 Oak Valley Rd., Midland, Texas, to AIM
Directional, Services, LLC for $1,500.

The sale is free and clear of all liens, claims and encumbrances.

The Debtor has no liens against the furniture, and is authorized to
use the net sales proceeds to assist it with its reorganization
efforts and the payment of creditors of the Estate.

A copy of the list of furniture to be sold attached to the Order is
available for free at:

      http://bankrupt.com/misc/Advanced_Solids_95_Order.pdf

                 About Advanced Solids Control

Advanced Solids Control, LLC, is an oilfield service company
specializing in solids control for land-based oil and gas drilling
operations.  Advanced Solids sought Chapter 11 protection (Bankr.
W.D. Tex. Case No. 16-52748) on Dec. 2, 2016.  W. Lynn Frazier,
managing member, signed the petition.  The Debtor estimated assets
in the range of $0 to $50,000 and $500,001 to $1,000,000 in debt.

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


AEMETIS INC: Obtains $1.5 Million Credit Facility from Third Eye
----------------------------------------------------------------
Aemetis, Inc., entered into a short-term credit facility for
working capital and other general corporate purposes governed by a
promissory note payable to Third Eye Capital Corporation in the
principal amount of $1,500,000.  The Promissory Note contains
certain restrictions on the use of proceeds, to be approved by the
Payee.  The Promissory Note bears interest from April 28, 2017,
until repayment in full at the rate of 14% per annum, paid monthly
in arrears.  The outstanding principal balance of the indebtedness
evidenced by the Promissory Note, plus any accrued but unpaid
interest and any other sums due thereunder, will be due and payable
in full at the earlier to occur of (a) closing of the financing
transaction between the Company and Goodland Advanced Fuels, Inc.
governed by a term sheet dated April 13, 2017, (b) receipt of
proceeds from any financing, refinancing or other similar
transaction, (c) extension of credit by the Payee, as lender or as
agent on behalf of certain lenders, to the Company or its
affiliates and (d) June 15, 2017.  The Note is secured by liens and
security interests upon the property and assets of the Company as
described in that certain Amended and Restated Note Purchase
Agreement, dated as of July 6, 2012.

                      About Aemetis

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

Aemetis reported a net loss of $15.63 million on $143.15 million of
revenues for the year ended Dec. 31, 2016, compared with a net loss
of $27.13 million on $146.64 million of revenues for the year ended
Dec. 31, 2015.  As of Dec. 31, 2016, Aemetis had $77.81 million in
total assets, $127.62 million in total liabilities and a total
stockholders' deficit of $49.81 million.


AFFINION GROUP: Moody's Rates New $1.45BB 1st Lien Loans 'B2'
-------------------------------------------------------------
Moody's Investors Service assigned a B2 rating to Affinion Group,
Inc.'s new $1.45 billion first lien credit facility, consisting of
a $1.34 billion first lien term loan due 2022 and a $110 million
revolving credit facility expiring 2022. The credit facility is
being offered in conjunction with the company's plans to repay all
amounts outstanding under the existing first and second lien credit
facilities due 2018 and 7.5% Cash/PIK senior unsecured
international notes due 2018 (unrated by Moody's). Moody's also
assigned a Caa3 rating to the new $532.6 million senior unsecured
PIK toggle notes due 2022 that are being issued as part of the
company's debt exchange offer for the remaining 2018 notes.
Concurrently, Moody's assigned a Caa1 Corporate Family Rating (CFR)
and Caa1-PD Probability of Default Rating to Affinion Group, Inc.,
which will be the borrower under the new credit facility and
unsecured notes. Moody's also assigned a Speculative Grade
Liquidity Rating of SGL-3. The rating outlook is stable.

"While the refinancing transactions address Moody's immediate
concerns about the company's liquidity stemming from the maturity
of all its existing debt in 2018, they further increase Affinion's
leverage and total interest burden at a time when the company is
facing operating challenges in sustaining revenue and earnings
growth," said Moody's analyst Oleg Markin. "The refinancing will
provide Affinion with additional time to execute its plans to
stabilize and grow the business but the new financing creates a
significant interest burden that does not alleviate concerns about
the sustainability of the company's capital structure and a
potential need to right size the balance sheet in the medium term,"
added Markin.

Following the debt recapitalization, Moody's expects Affinion's
total debt-to-EBITDA (Moody's adjusted) leverage to remain very
high, at around 8.8 times. Overall deleveraging is expected to be
tempered given Moody's expectation that total debt will increase
over time as a result of the company's intention to pay the
interest in kind under the new notes and assuming only modest
EBITDA growth over the next 24 months. Moody's believes that
Affinion's leverage will remain above 8.5 times by 2018.

Moody's assigned the following ratings:

Issuer: Affinion Group, Inc.

Corporate Family Rating at Caa1

Probability of Default Rating at Caa1-PD

New $110 million first lien senior secured revolving credit
facility due 2022 at B2 (LGD3)

New $1,340 million first lien senior secured term loan due 2022 at
B2 (LGD3)

New $532.6 million senior cash 12.5%/PIK step-up 15.5% Notes due
2022 at Caa3 (LGD5)

Speculative Grade Liquidity Rating at SGL-3

Rating Outlook remains Stable

Moody's has withdrawn the following ratings:

Issuer: Affinion Group Holdings, Inc.:

Corporate Family Rating, previously Caa1

Probability of Default Rating, previously Caa1-PD

Speculative Grade Liquidity Rating previously, SGL- 3

$16.11 million 13.75%/14.5% Senior Secured PIK Toggle Notes due
2018, previously at Caa3 (LGD6)

Issuer: Affinion Group, Inc.

$80 million Senior Secured Revolving Credit Facility due 2018,
previously at B1 (LGD2)

$775 million Senior Secured First Lien Term Loan due 2018,
previously at B1 (LGD2)

$425 million Senior Secured Second Lien Term Loan due 2018,
previously at Caa1 (LGD4)

$475 million 7.875% Senior Unsecured Global Notes due 2018,
previously at Caa3 (LGD5)

Issuer: Affinion Investments, LLC

$359 million 13.5% Senior Subordinated Global Notes due 2018,
previously at Caa3 (LGD6)

Issuers: Affinion Group Holdings, Inc/Affinion Investments, LLC

Outlooks Withdrawn

Moody's has withdrawn the existing instrument ratings that were
subject to the debt refinancing transactions. A small portion of
the existing 2018 notes (approximately $21.7 million) issued by
Affinion Holdings, Inc. and Affinion Investments, LLC were not
tendered in the exchange offer and will remain outstanding. Moody's
is withdrawing the ratings on these notes as the company plans to
redeem them through an increase of the new 2022 notes.

As part of this rating action Affinion Group Holdings, Inc.'s Caa1
Corporate Family, Caa1-PD Probability of Default, and SGL-3
Speculative Grade Liquidity ratings have been withdrawn. Moody's is
moving the CFR, PDR and SGL ratings to Affinion Group, Inc. because
all of the existing debt at Affinion Group Holdings, Inc. will be
repaid in conjunction with the refinancing and planned redemption
of the remaining stub 2018 notes.

RATINGS RATIONALE

Affinion's Caa1 CFR reflects ongoing challenges to sustain revenue
and earnings growth, exceptionally high level of debt and leverage
post recapitalization, with debt-to-EBITDA (Moody's adjusted)
expected to remain near 9.0 times through 2018, and Moody's concern
that new capital structure is unsustainable in the medium term. The
recapitalization enhances Affinion's liquidity by pushing out
maturities to 2022 and providing the company the ability to pay the
interest on the proposed notes in kind. Moody's believes that the
elevated risk of a debt restructuring will increase further if the
company is unable to capitalize on the additional flexibility to
meaningfully grow earnings and reduce leverage in the next few
years. Moody's expects Affinion will generate modestly positive
free cash flow but in an amount less than the PIK interest that
will lead to increasing debt levels. The high leverage and expected
increase in debt weakly position the company within the Caa1 rating
category. The rating also factors in the highly competitive
industry in which Affinion operates, exposure to cyclical client
and consumer spending, and the high degree of regulatory oversight
around marketing of its products and services.

The rating also reflects favorable considerations including the
company's good global market presence, supported by its large
membership base, its direct marketing expertise and strong margins
in its global loyalty and insurance solutions businesses. The
rating is also supported by Moody's expectation that Affinion will
maintain adequate liquidity over the next 12-15 months.

Affinion's SGL-3 Speculative Grade Liquidity rating reflects the
company's adequate liquidity. The debt refinancing favorably
extends the company's maturity profile but also increases gross
interest expense. A PIK election on the proposed PIK/Toggle notes
due 2022 will conserve roughly $80-$85 million of cash per year,
allowing the company to meet its basic cash obligations. The
company is expected to generate annual positive cash flow of around
$20-30 million and maintain $55-65 million of availability under
its new $110 million revolver (partially drawn at closing) over the
next 12 months. A reduction in the revolver commitment to $80
million on the one year anniversary of the closing date will weaken
liquidity. Moody's expects Affinion will maintain adequate headroom
under the proposed credit agreement financial maintenance covenants
over the next 12-15 months. The covenants apply to both the
revolver and term loan.

The stable outlook reflects the company's adequate liquidity and
Moody's expectation that projected growth with new and existing
clients will offset revenue attrition in the legacy business, and
that earnings will modestly improve over the next 12-18 months.

The ratings could be downgraded if Affinion is unable to stabilize
and grow its revenue, earnings and free cash flow. Ratings could
also be downgraded if liquidity were to erode for any reason, or if
Moody's believes there is a growing likelihood of a distressed
exchange or other default or if potential recovery values weaken.

The ratings could be upgraded if Affinion demonstrates good organic
revenue and earnings growth, while maintaining solid EBITDA margins
and at least adequate liquidity. Quantitatively, the ratings could
be upgraded if debt-to-EBITDA (Moody's adjusted) trends towards 6.0
times and EBITDA-Capex/gross interest expense is sustained above
1.5 times.

Affinion is a leading provider of loyalty and customer engagement
solutions. Affinion's products include subscription-based lifestyle
services, personal and insurance solutions that strengthen and
extend customer relationships for its 5,500 marketing partners
worldwide, including companies in financial services, retail,
travel, and Internet commerce. The company generated approximately
$969 million of net revenues for the twelve months ended December
31, 2016.

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


AFFINION GROUP: S&P Lowers CCR to 'SD' Following Debt Exchange
--------------------------------------------------------------
S&P Global Ratings said that it lowered its corporate credit rating
on Affinion Group Holdings Inc. to 'SD' (selective default) from
'CC'.

At the same time, S&P lowered its issue-level ratings on the
company's 7.875% senior unsecured notes due 2018, 13.5% senior
subordinated notes due 2018, and 13.75%/14.5% senior unsecured
payment-in-kind (PIK) toggle notes due 2018 to 'D' from 'C'.  The
recovery rating on the notes remains '6', indicating S&P's
expectation for negligible (0%-10%: rounded estimate: 0%) recovery
of principal in the event of a default.

S&P's issue-level and recovery ratings on the company's first-lien
revolving credit facility and term loan, second-lien term loan, and
senior secured international notes are unchanged.

"The downgrade follows Affinion's recent announcement that it has
exchanged its 7.875% senior unsecured notes due 2018, 13.5% senior
subordinated notes due 2018, and 13.75%/14.5% senior unsecured PIK
toggle notes due 2018 for a new $532.6 million senior cash
12.5%/PIK step-up to 15.5% facility due November 2022 and warrants
for 28% of fully diluted equity," said S&P Global Ratings credit
analyst Kathryn Archibald.  "We view the debt exchange as
tantamount to a default because the debt maturity was extended
beyond the original term and the new notes' PIK terms would defer
cash interest payments."

S&P expects to raise the corporate credit rating over the next few
days to reflect the company's revised capital structure, which will
comprise a first-lien senior secured credit facility and senior
cash 12.5%/PIK step-up to 15.5% notes.


ALL-TEX STAFFING: U.S. Trustee Unable to Appoint Committee
----------------------------------------------------------
The Office of the U.S. Trustee on May 10 disclosed in a court
filing that no official committee of unsecured creditors has been
appointed in the Chapter 11 case of All-Tex Staffing & Personnel,
Inc.

               About All-Tex Staffing & Personnel

All-Tex Staffing & Personnel, Inc., based in Houston, Texas, filed
a Chapter 11 petition (Bankr. S.D. Tex. Case No. 17-31109) on
February 26, 2017.  In its petition, the Debtor estimated $500,000
to $1 million in assets and $1 million to $10 million in
liabilities.  The petition was signed by Archie N. Patterson,
president.

The Hon. Jeff Bohm presides over the case.  Reese W. Baker, Esq.,
at Baker & Associates, serves as bankruptcy counsel.


ALLY FINANCIAL: Has $214 Million Net Income in First Quarter
------------------------------------------------------------
Ally Financial Inc. filed with the Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing net income
of $214 million on $1.37 billion of total net revenue for the three
months ended March 31, 2017, compared to net income of $250 million
on $1.32 billion of total net revenue for the same period in 2016.

As of March 31, 2017, Ally had $162.10 billion in total assets,
$148.73 billion in total liabilities and $13.36 billion in total
equity.

"We maintain available liquidity in the form of cash, unencumbered
highly liquid securities, and available committed credit facility
capacity that, taken together, would allow us to operate and to
meet our contractual and contingent obligations in the event that
market-wide disruptions and enterprise-specific events disrupt
normal access to funding," the Company stated.  "The available
liquidity is held at various entities and considers regulatory
restrictions and tax implications that may limit our ability to
transfer funds across entities."

"As of March 31, 2017, assuming a long-term capital markets stress,
we expect that our available liquidity would allow us to continue
to fund all planned loan originations and meet all of our financial
obligations for more than 36 months, assuming no issuance of
unsecured debt or term securitizations.
In addition, our Modified Liquidity Coverage Ratio exceeded 100% at
March 31, 2017."

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

                     https://is.gd/Zt3Uzl

                   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.


ALLY FINANCIAL: Stockholders Elect 11 Directors
-----------------------------------------------
On May 2, 2017, Ally Financial Inc. held its annual meeting of
stockholders at which:

   (1) Franklin W. Hobbs, Kenneth J. Bacon, Robert T. Blakely,

       Maureen A. Breakiron-Evans, William H. Cary, Mayree C.
       Clark, Kim S. Fennebresque, Marjorie Magner, John J. Stack,
       Michael F. Steib and Jeffrey J. Brown were elected as
       directors;

   (2) the executive compensation was approved on an advisory
       basis;

   (3) the Ally Financial Inc. Incentive Compensation Plan,
       amended and restated effective May 2, 2017, was approved;

   (4) the Ally Financial Inc. Non-Employee Directors Equity
       Compensation Plan, amended and restated effective May  2,
       2017, was approved;

   (5) the Ally Financial Inc. Executive Performance Plan, amended

       and restated effective Jan. 1, 2018, was approved; and

   (6) the ratification of the Audit Committee's engagement of
       Deloitte & Touche LLP as the Company's Independent
       Registered Public Accounting Firm for 2017 was approved.

                   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 of March 31, 2017, Ally had $162.10 billion in total assets,
$148.73 billion in total liabilities and $13.36 billion in total
equity.

                       *     *     *

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.


AMIGO PAT TEXAS: U.S. Trustee Unable to Appoint Committee
---------------------------------------------------------
The Office of the U.S. Trustee on May 10 disclosed in a court
filing that no official committee of unsecured creditors has been
appointed in the Chapter 11 case of Amigo PAT Texas LLC.

                       About Amigo PAT Texas

Amigo PAT Texas LLC, based in Houston, Texas, provides industrial
and municipal cleaning services, along with video and sonar
inspection services. Amigo PAT Texas filed a Chapter 11 petition
(Bankr. S.D. Tex. Case No. 17-32169) on April 7, 2017.  In its
petition, the Debtor estimated $1 million to $10 million in both
assets and liabilities. The petition was signed by Charles L.
McDaniel, sole member and manager.

The Hon. Jeff Bohm presides over the case. Aaron J. Power, Esq., at
Porter Hedges LLP, serves as bankruptcy counsel.


AMPLIPHI BIOSCIENCES: Amends 3.7-M Shares Prospectus with SEC
-------------------------------------------------------------
AmpliPhi Biosciences Corporation has amended its Form S-1
registration statement relating to the public offering of up to
3,773,585 shares of its common stock and common warrants to
purchase an aggregate of 3,773,585 shares of its common stock (and
the shares of common stock that are issuable from time to time upon
exercise of the common warrants).  The Company amended the
Registration Statement to delay its effective date.

The Company is also offering to each purchaser whose purchase of
shares of common stock in this offering would otherwise result in
the purchaser, together with its affiliates and certain related
parties, beneficially owning more than 4.99% of the Company's
outstanding common stock immediately following the consummation of
this offering, the opportunity to purchase, if the purchaser so
chooses, pre-funded warrants, in lieu of shares of common stock
that would otherwise result in the purchaser's beneficial ownership
exceeding 4.99% of its outstanding common stock.  Each pre-funded
warrant will be exercisable for one share of our common stock.  The
purchase price of each pre-funded warrant will equal the price per
share at which the shares of common stock are being sold to the
public in this offering, minus $0.01, and the exercise price of
each pre-funded warrant will be $0.01 per share.  This offering
also relates to the shares of common stock issuable upon exercise
of any pre-funded warrants sold in this offering.  

The common warrants will be exercisable immediately and will expire
five years from the date of issuance.  The shares of common stock
and pre-funded warrants, and the accompanying common warrants, can
only be purchased together in this offering but will be issued
separately and will be immediately separable upon issuance.  The
Company's common stock is listed on the NYSE MKT under the symbol
"APHB."  On April 28, 2017, the last reported sale price of the
Company's common stock on the NYSE MKT was $2.65 per share.  The
public offering price per share of common stock and any pre-funded
warrant and accompanying common warrant will be determined between
the Company and the underwriter at the time of pricing, and may be
at a discount to the current market price. There is no established
public trading market for the pre-funded warrants or common
warrants, and the Company does not expect a market to develop.  In
addition, the Company does not intend to apply for a listing of the
pre-funded warrants or common warrants on any national securities
exchange.

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

                     https://is.gd/dHrX0e

                     About AmpliPhi

AmpliPhi Biosciences Corp. is a biotechnology company focused on
the discovery, development and commercialization of novel phage
therapeutics.  Its principal offices occupy approximately 1,000
square feet of leased office space pursuant to a month-to-month
sublease, located at 3579 Valley Centre Drive, Suite 100, San
Diego, California.  It also leases approximately 700 square feet of
lab space in Richmond, Virginia, approximately 5,000 square feet of
lab space in Brookvale, Australia, and approximately 6,000 square
feet of lab and office space in Ljubljana, Slovenia.

Ampliphi reported a net loss attributable to common stockholders of
$24.27 million for the year ended Dec. 31, 2016, compared to a net
loss attributable to common stockholders of $10.79 million for the
year ended Dec. 31, 2015.  As of Dec. 31, 2016, AmpliPhi had $18.19
million in total assets, $8.47 million in total liabilities and
$9.72 million in total stockholders' equity.

Ernst & Young LLP, in San Diego, California, issued a "going
concern" qualification on the consolidated financial statements for
the year ended Dec. 31, 2016, citing that the Company has recurring
losses and negative cash flows from operations that raise
substantial doubt about its ability to continue as a going concern.


APOLLO ENDOSURGERY: Reports $8.21-M Net Loss for First Quarter
--------------------------------------------------------------
Apollo Endosurgery, Inc., filed with the Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $8.21 million on $14.62 million of revenues for the three months
ended March 31, 2017, compared to a net loss of $6 million on
$16.27 million of revenues for the same period in 2016.

As of March 31, 2017, Apollo Endosurgery had $88.57 million in
total assets, $54.10 million in total liabilities and $34.47
million in total stockholders' equity.

Todd Newton, CEO of Apollo, said, "We were very satisfied with our
first quarter sales.  First, we continued to build momentum for our
endo-bariatric products.  In the first quarter of 2016, we were
very actively engaged in the launch of ORBERA in the U.S. and, last
year's endo-bariatric sales included $2.1 million of first-time
starter kit sales to physicians as they completed training on the
product.  In the first quarter of 2017, U.S. starter kit sales were
$0.3 million, reflecting our intentional transition to focus on
ORBERA utilization in existing accounts. Total U.S. endo-bariatric
sales in the first quarter of 2017 were $3.5 million, a decrease of
23% compared to $4.5 million in the first quarter of 2016, however,
excluding these one-time U.S. ORBERA starter kit sales, adjusted
U.S. endo-bariatric product sales were $3.2 million in the first
quarter 2017, an increase of 31% compared to adjusted U.S.
endo-bariatric product sales of $2.4 million in the first quarter
2016 reflecting both a solid ORBERA reorder rate and OverStitch
sales growth.  Second, the decline rate of our worldwide surgical
business slowed in the first quarter.  In the U.S., the rate of
surgical sales decline in the first quarter was half that which we
experienced in the year 2016 and surgical product sales outside the
United States in the first quarter of 2017 increased 5% compared to
the first quarter of last year."

Total endo-bariatric sales in the first quarter 2017 were $7.3
million, a decrease of 11% compared to $8.2 million in the first
quarter 2016.  The first quarter 2017 included $0.3 million of U.S.
ORBERA starter kit sales compared to $2.1 million in starter kit
sales in the first quarter 2016, which was a very active quarter
for U.S. physician training for ORBERA following the product's
August 2015 FDA approval.  Total U.S. endo-bariatric sales in the
first quarter of 2017 were $3.5 million, a decrease of 23% compared
to $4.5 million in the first quarter of 2016, however, excluding
these one-time U.S. ORBERA starter kit sales, adjusted U.S.
endo-bariatric product sales were $3.2 million in the first quarter
2017, an increase of 31% compared to adjusted U.S. endo-bariatric
product sales of $2.4 million in the first quarter 2016, driven by
growth in ORBERA reorders and increasing OverStitch sales.

Surgical sales in the first quarter 2017 were $7.1 million,
compared to $8.0 million in the first quarter 2016, a decrease of
11%, reflecting an expected decline in gastric banding procedures.
By geography, first quarter 2017 surgical sales declined by $1.0
million in the U.S. and increased by $0.2 million internationally.
Gross margin for the first quarter 2017 was 65%, compared to 70%
for the first quarter 2016.  The decline in gross margin was caused
by changes in product sales mix between the quarters.
Total operating expenses were $16.3 million in the first quarter
2017, compared to $14.4 million in the first quarter 2016.  The
increase is primarily due to higher legal costs included in general
and administrative expenses associated with initial filings and
other public company activities that are not expected to repeat
each quarter.  Research and development expenses also increased due
to activities to improve supply reliability of the OverStitch
product.

Interest expense for the first quarter 2017 decreased $1.3 million
due to the elimination of non-cash interest of $1.2 million
associated with the convertible notes that converted to equity in
December 2016.

Cash, cash equivalents and restricted cash were $9.2 million as of
March 31, 2017.  The decrease in cash, cash equivalents and
restricted cash from $20.0 million as of Dec. 31, 2016, includes a
$7.0 million principal repayment on the Company's senior secured
credit facility made as part of an amendment to the terms of its
Credit Agreement.  As part of the new amendment, the minimum cash
balance requirement of $8.0 million was also eliminated.  In
conjunction with the amendment, the lender waived all prepayment
premiums and exit fees on the principal repayment and certain
financial covenants of the senior secured credit facility were
reduced.

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

                      https://is.gd/XxKfq9

                  About Apollo Endosurgery, Inc.

Apollo Endosurgery, Inc. -- http://www.apolloendo.com/-- is a
medical device company focused on less invasive therapies for the
treatment of obesity, a condition facing over 600 million people
globally, as well as other gastrointestinal disorders.  Apollo's
device based therapies are an alternative to invasive surgical
procedures, thus lowering complication rates and reducing total
healthcare costs.  Apollo's products are offered in over 80
countries today.  Apollo's common stock is traded on NASDAQ Global
Market under the symbol "APEN".  

On Dec. 29, 2016, a wholly owned subsidiary of Lpath, Inc. merged
with and into Apollo Endosurgery, Inc. resulting in Original Apollo
becoming a wholly owned subsidiary of Lpath.  At the Effective
Time, Lpath effected a name change to "Apollo Endosurgery, Inc."
Each share of Original Apollo common stock (after adjusting for the
1-for-5.5 reverse split of common stock effected by the Issuer
immediately following consummation of the Merger) was exchanged for
0.31632739 shares of the Issuer's common stock at the Effective
Time of the Merger.

Apollo Endosurgery reported a net loss attributable to common
stockholders of $41.16 million on $64.86 million of revenues for
the year ended Dec. 31, 2016, compared to a net loss attributable
to common stockholders of $36.38 million on $67.79 million of
revenues for the year ended Dec. 31, 2015.


ARABELLA PETROLEUM: Assets Being Sold Jointly with Assets of AEX
----------------------------------------------------------------
Morris Weiss, the Chapter 11 Trustee of Arabella Petroleum Co., LLC
("APC"), asks the U.S. Bankruptcy Court for the Western District of
Texas to authorize the sale by auction of the Debtor's assets,
including the receivables for joint interest billings ("JIBs") and
all rights relating thereto, and any other oil and gas interests in
its name and any connection with the sale process being conducted
by the Arabella Exploration, LLC ("AEX") bankruptcy Estate.

A hearing on the Motion is set for May 18, 2017, at 1:30 p.m.

As part of the Mediation Settlement Agreement entered into by and
between the Trustee, AEX, the SEC as Receiver for various Platinum
entities, and other parties, the Trustee agreed to participate in
the sales process for the sale of substantially all assets of AEX.
A hearing to approve the Settlement Agreement is set for May 18,
2017 at 1:30 p.m.  As part of the Settlement Agreement, the Trustee
agreed to allow Assets owned by APC's Estate.

On May 5, 2017, the Court in AEX's bankruptcy entered the Sale
Procedures Order in connection with the sale of the assets of the
Debtors in the AEX case and granting related relief.  The Sale
Procedures Order provides various deadlines for soliciting bids for
assets, conducting the sale of the Assets and obtaining approval by
the AEX Bankruptcy Court.  The key dates set forth in the Sale
Procedures Order, and approved by the AEX Bankruptcy Court are: (i)
a bid deadline of July 27, 2017; (ii) an auction date of Aug. 7,
2017; and (iii) a sale hearing on Aug. 21, 2017.

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

      http://bankrupt.com/misc/Arabella_Petroleum_344_Sales.pdf

As agreed to between the parties in the Settlement Agreement, APC
will be receiving 35 % of the Net Proceeds of the assets sold
pursuant to the sale process approved in the AEX case.  Moreover,
APC has the ability to offer its JIBs for sale as part of the
process, but retains the right to withdraw any and all of those
JIBs from the sale process.

The Trustee does not intend to hold a separate sale process (unless
the JIBs are pulled from the AEX sales procedure) as attempting to
separately market the assets of the Debtor's estate may not result
in a higher price being paid.  In order to ensure that the
acquiring party has appropriate title to the assets being conveyed
by AEX as well as the Assets of APC, the Trustee agreed to
participate in the AEX sale process and receive the designated
proceeds as set forth above in order to allow conveyance of a clean
title to the assets and maximize recovery for both AEX and APC.

The Trustee has proposed the sale of the Assets after thorough
consideration of all viable alternatives, and has concluded that
the sale is supported by a number of sound business reasons.
Without the sale, he would be left to attempt to market the Assets
on his own.  The amounts being received from the sale process in
the AEX case will help provide a return for creditors in the case.
He has determined, in his considered business judgment, that a sale
of the Assets as requested provides the best and most efficient
means for him to maximize the value of the estate.

Accordingly, the Trustee asks the Court enter an Order authorizing
him to sell the JIBs and all rights relating thereto (with the
right to remove those from the sale process as stated) and any
other oil and gas interests in the name of APC and any connection
with the sale process being conducted by the AEX bankruptcy Estate.
Upon approval of the sale in the AEX case, APC will ask an order
from the Court authorizing the sale of those assets to the
purchaser or purchasers authorized in the AEX case.

                 About Arabella Petroleum Company

Arabella Petroleum Company, LLC, filed a Chapter 11 bankruptcy
petition (Bankr. W.D. Tex. Case No. 15-70098) on July 10, 2015.
Jason Hoisager, president/manager, signed the petition.  The Debtor
estimated $1 million to $10 million in assets and $10 million to
$50 million in liabilities.

The Hon. Ronald B. King presides over the case.

Loeb & Loeb LLP, LLP, serves as counsel to the Debtor.

On July 24, 2015, the Office of the U.S. Trustee appointed an
official committee of unsecured creditors.  

Morris Weiss was appointed Chapter 11 trustee for the Debtor on
Aug. 20, 2015.

The Chapter 11 Trustee and the Creditors Committee jointly filed a
motion to hire Tex-Brit Corporation as land title consultant, nunc
pro tunc to Feb. 20, 2017.

Attorneys for Chapter 11 Trustee Morris D. Weiss:

         WALLER LANSDEN DORTCH & DAVIS, LLP
         Eric J. Taube
         Mark C. Taylor
         100 Congress Ave., Suite 1800
         Austin, Texas 78701
         Telephone: (512) 685-6400
         Telecopier: (512) 685-6417
         E-mail: Eric.taube@wallerlaw.com
                 Mark.taylor@wallerlaw.com

                   About Arabella Exploration

Arabella Exploration, LLC, formed on Oct. 2, 2009, is a
wholly-owned subsidiary of Arabella Exploration, Inc., a Cayman
Islands corporation.  It is an oil and gas exploration company
that
owns working interests in a number of oil and gas properties and
interests.

Arabella Exploration filed a voluntary petition for relief under
chapter 11 of the Bankruptcy Code (Bankr. N.D. Tex. Case No.
17-40120) on Jan. 8, 2017.  Charles (Chip) Hoebeke, manager,
signed
the petition.

Judge Russell F. Nelms in Ft. Worth, Texas, is the case judge.

Raymond W. Battaglia, Esq., of the Law Offices of Ray Battaglia,
PLLC, serves as counsel to the Debtor.  Miller Johnson serves as
Battaglia's co-counsel.  Rehmann Turnaround and Receivership's
Charles Hoebeke is the Debtor's chief restructuring officer.

Arabella Exploration estimated $1 million to $50 million in assets
and liabilities.

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

On April 4, 2017, Arabella Operating, LLC, filed a Chapter 11
petition (Bankr. N.D. Tex. Case No. 17-41479).  The case is being
jointly administered with that of Arabella Exploration.


ASPIRITY HOLDINGS: Deloitte & Touche LLP Raises Going Concern Doubt
-------------------------------------------------------------------
Aspirity Holdings, LLC, filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K, disclosing a net loss of
$12.18 million on $13.54 million of total revenue for the year
ended December 31, 2016, compared to a net loss of $4.76 million on
$30.11 million of total revenue for the year ended December 31,
2015.

Deloitte & Touche LLP in Minneapolis, Minn., states that the
Company's recurring losses from operations, members' deficit, and
lack of sufficient cash flows to meet its obligations, including
repayment of renewable unsecured subordinated notes, and sustain
its operations raise substantial doubt about its ability to
continue as a going concern.

The Company's balance sheet at December 31, 2016, showed total
assets of $2.21 million, total liabilities of $33.51 million, and a
stockholders' deficit of $31.30 million.

A full-text copy of the Company's Form 10-K is available at:

                     http://bit.ly/2pCwFwd

Aspirity Holdings, LLC, through its subsidiaries, focuses on
providing retail energy services in North America.  It operates
through first-tier operating subsidiaries - Aspirity Energy in
retail energy services and Aspirity Financial which provides
energy-related financial services to businesses and households.



ATIF INC: Creditors' Committee Names David Efron as Chairperson
---------------------------------------------------------------
The official committee of unsecured creditors in the Chapter 11
case of ATIF, Inc., appointed David Efron as its chairperson.

As reported by the Troubled Company Reporter on April 17, 2017, Guy
G. Gebhardt, Acting U.S. Trustee for Region 21, appointed these
three creditors to serve on the Committee:

     (1) David Efron
         Brevard Estates Corporation
         133 Aragon Avenue
         Coral Gables, FL 33134
         Tel: (305) 567-0252
         E-mail: efron@davidefronlaw.com

     (2) Edward M. Olah, Esq.
         Hickey Creek Development, LLC
         By RSW Development Corp, Sole Member
         P. O. Box 394
         Naples, FL 34106
         Tel: (239) 682-6322
         E-mail: summitcorps@aol.com

     (3) David Brody
         1101 SW 49 Ave LLC
         13320 SW 128th Street
         Miami, FL 33186
         Tel: (305) 235-9615
         Fax: (305) 235-1387 fax
         E-mail: david@bzasset.com

Official creditors' committees have the right to employ legal and
accounting professionals and financial advisors, at a debtor's
expense.  They may investigate the debtor's business and financial
affairs.  Importantly, official committees serve as fiduciaries to
the general population of creditors they represent.

                         About ATIF Inc.

ATIF, Inc., sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. M.D. Fla. Case No. 17-01712) on March 2, 2017.  The
petition was signed by Gerard A. McHale, chief executive officer.

At the time of the filing, the Debtor estimated assets of less than
$500,000 and liabilities of $10 million to $50 million.

Michael C. Markham, Esq., at Johnson, Pope, Bokor, Ruppel & Burns
LLP serves as the Debtor's legal counsel.


AVONDALE MEADOWS: S&P Assigns 'BB' Rating on 2017 Revenue Bonds
---------------------------------------------------------------
S&P Global Ratings assigned its 'BB' long-term rating to the
Indiana Finance Authority's series 2017 educational facilities
multipurpose revenue bonds, issued for Avondale Meadows Academy
Inc. (AMA).  The outlook is stable.

"We assessed AMA's enterprise profile as adequate, characterized by
solid demand with robust enrollment growth, good academics, and a
stable and capable management team," said S&P Global Ratings
analyst Luke Gildner.  "We assessed AMA's financial profile as
vulnerable, with less than 1x pro forma maximum annual debt service
coverage, consecutive years of operating deficits, and an elevated
debt burden."

The stable outlook reflects S&P's view that AMA will maintain its
healthy demand profile and meet its growth projections.  Given good
governance and management oversight, S&P anticipates that operating
margins will improve over time and liquidity will remain acceptable
for the rating.

Given the limited flexibility stemming from the school's variable
operating results and elevated debt load, any unanticipated
enrollment declines, operating challenges, or cash outlays beyond
what is projected in the next year could result in a negative
rating action.

A higher rating is unlikely during the outlook period; however, S&P
could raise the rating in the longer term if the school grows its
operating base resulting in a moderating of the debt service
burden, and improves maximum annual debt service coverage to levels
more commensurate with a higher rating while maintaining liquidity
near current levels.


BCBG MAX: Founder's Wife Appeals Loss of $7M Payout
---------------------------------------------------
Lubov Azria, wife of BCBG Max Azria Group Inc. founder, has
appealed a New York bankruptcy court's ruling that allowed BCBG to
void her $7 million golden parachute payout after the retailer
fired her in March, Ryan Boysen of Bankruptcy Law360 reports.

                  About BCBG Max Azria Group

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

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

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

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

On March 1, 2017, the Debtors filed a joint Chapter 11 plan of
reorganization.


BELLS FOOD: Permitted to Use Up to $50,000 in Cash Collateral
-------------------------------------------------------------
Judge Michael J. Kaplan of the U.S. Bankruptcy Court for the
Western District of New York authorized Bells Food Center of Albion
NY, Inc., to use cash collateral in which KeyBank, U.S. Bank
Equipment Finance, American Express Bank, FSB CanCapital, Western
Union Financial Services and Frank Daniel Floyd and Colette Pawlak
Floyd have or claim liens.

The Debtor is permitted to use cash collateral in the amount of up
to $50,000 on an emergency basis, until the interim hearing on the
Debtor's motion.

Each of the Secured Creditors are granted rollover replacement
liens in post-petition assets of the Debtor of the same relative
priority and on the same types and kinds of collateral as they
possessed prepetition, as the same may ultimately be determined, to
the extent of cash collateral actually used by the Debtor.

The interim hearing on the Debtor's continued use of cash
collateral will be held on May 11, 2017 at 2:00 p.m.

A full-text copy of the Order, dated May 9, 2017, is available at
https://is.gd/5zYe80

            About Bells Food Center of Albion

Bells Food Center of Albion NY, Inc. dba Bells Food Center dba
Save-A-Lot dba Bell's Food Center of Albion, N.Y., Inc. dba Pawlaks
Save A Lot is engaged in the grocery store business. It is a small
business debtor as defined in 11 U.S.C. 101(51D).

Bells Food Center of Albion NY, Inc. filed a Chapter 11 petition
(Bankr. W.D.N.Y. Case No. 17-10953), on May 8, 2017. The Petition
was signed by Jerome F. Pawlak, president.  The case is assigned to
Judge Michael J. Kaplan. The Debtor is represented by Beth Ann
Bivona, Esq. and John R. Weider, Esq. at Barclay Damon LLP. At the
time of filing, the Debtor had $369,526 in assets and $1.72 million
in liabilities.


BIG ORANGE: Case Summary & 4 Unsecured Creditors
------------------------------------------------
Debtor: Big Orange Sanitation Services, Inc.
        4195 JVL Industrial Park Drive
        Marietta, GA 30066

Case No.: 17-58598

Business Description: Big Orange Sanitation Services is waste
                      management and recycling company.

Chapter 11 Petition Date: May 12, 2017

Court: United States Bankruptcy Court
       Northern District of Georgia (Atlanta)

Debtor's Counsel: Michael C. Familetti, Esq.
                  FAMILETTI LAW FIRM
                  142 S. Park Square
                  Marietta, GA 30060
                  Tel: (770) 794-8005
                  E-mail: lexres@bellsouth.net
                          familettilaw@gmail.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Amy Yarber, CEO.

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

       http://bankrupt.com/misc/ganb17-58598.pdf


BIOLARGO INC: Calvert Will Remain CEO & Pres. for the Next 5 Years
------------------------------------------------------------------
BioLargo, Inc. and its president and chief executive officer Dennis
P. Calvert entered into an employment agreement, replacing in its
entirety the previous employment agreement with Mr. Calvert dated
April 30, 2007.

The Calvert Employment Agreement provides that Mr. Calvert will
continue to serve as the president and chief executive officer of
the Company and receive base compensation equal to his current rate
of pay of $288,603 annually.  In addition to this base
compensation, the agreement provides that he is eligible to
participate in incentive plans, stock option plans, and similar
arrangements as determined by the Company's Board of Directors,
health insurance premium payments for himself and his immediate
family, a car allowance of $800 per month, paid vacation of four
weeks per year, and bonuses in such amount as the Compensation
Committee may determine from time to time.

The Calvert Employment Agreement provides that Mr. Calvert will be
granted an option to purchase 3,731,322 shares of the Company's
common stock.  The Option will be a non-qualified stock option,
exercisable at $0.45 per share, which represents the market price
of the Company's common stock as of the date of the agreement,
exercisable for ten years from the date of grant and vesting in
equal increments over five years.  Notwithstanding the foregoing,
any portion of the Option which has not yet vested will be
immediately vested in the event of, and prior to, a change of
control, as defined in the Calvert Employment Agreement.  The
agreement also provides for a grant of 1,500,000 shares of common
stock, subject to the execution of a "lock-up agreement" whereby
the shares remain unvested unless and until the earlier of (i) a
sale of the Company, (ii) the successful commercialization of the
Company's products or technologies as demonstrated by its receipt
of at least $3,000,000 in cash, or the recognition of $3,000,000 in
revenue, over a 12-month period from the sale of products and/or
the license of technology, and (iii) the Company's breach of the
employment agreement resulting in his termination.  The Option
contains the other terms standard in option agreements issued by
the Company, including provisions for a cashless exercise.

The Calvert Employment Agreement has a term of five years, unless
earlier terminated in accordance with its terms.  The Calvert
Employment Agreement provides that Mr. Calvert's employment may be
terminated by the Company due to his death or disability, for
cause, or upon a merger, acquisition, bankruptcy or dissolution of
the Company.  "Disability" as used in the Calvert Employment
Agreement means physical or mental incapacity or illness rendering
Mr. Calvert unable to perform his duties on a long-term basis (i)
as evidenced by his failure or inability to perform his duties for
a total of 120 days in any 360-day period, or (ii) as determined by
an independent and licensed physician whom Company selects, or
(iii) as determined without recourse by the Company's disability
insurance carrier.  "Cause" means that Mr. Calvert has (i) engaged
in willful misconduct in connection with the Company's business; or
(ii) been convicted of, or plead guilty or nolo contendre in
connection with, fraud or any crime that constitutes a felony or
that involves moral turpitude or theft.  If Mr. Calvert's
employment is terminated due to merger or acquisition, then he will
be eligible to receive the greater of (i) one year's compensation
plus an additional one half year for each year of service since the
effective date of the employment agreement or (ii) one year's
compensation plus an additional one half year for each year
remaining in the term of the agreement.  Otherwise, he is only
entitled to receive compensation due through the date of
termination.
  
The Calvert Employment Agreement requires Mr. Calvert to keep
certain information confidential, not to solicit customers or
employees of the Company or interfere with any business
relationship of the Company, and to assign all inventions made or
created during the term of the Calvert Employment Agreement as
"work made for hire".

                Exercise of 2007 Stock Option

On April 30, 2017, Mr. Calvert delivered a notice of exercise of
3,866,630 shares pursuant to his stock option agreement dated April
30, 2007.  The exercise price was $0.18 per share, and the Company
issued 2,501,937 shares, calculated by multiplying the difference
between the market price of $0.51 and the exercise price of $0.18
with the number of shares exercised, and dividing that amount by
the market price.  The remaining 3,866,629 shares available for
purchase under the option agreement expired unexercised.
  
Pursuant to a "lock-up agreement" dated April 30, 2017, Mr. Calvert
agreed to restrict the sales of the shares received until the
earlier of (i) the consummation of a sale (in a single transaction
or in a series of related transactions) of the Company by means of
a sale of (a) a majority of the then outstanding common stock
(whether by merger, consolidation, sale or transfer of common
stock, reorganization, recapitalization or otherwise) or (b) all or
substantially all of its assets; and (ii) the successful
commercialization of the Company's products or technologies as
demonstrated by its receipt of at least $3,000,000 in cash, or the
recognition of $3,000,000 in revenue, over a 12-month period from
the sale of products and/or the license of technology; and (iii)
the Company's breach of the employment agreement between the
Company and Calvert dated May 2, 2017, and resulting in Calvert's
termination.

                          BioLargo

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

Biolargo reported a net loss of $8.07 million on $281,106 of total
revenue for the year ended Dec. 31, 2016, compared with a net loss
of $5.07 million on $127,582 of total revenue for the year ended
Dec. 31, 2015.  As of Dec. 31, 2016, Biolargo had $2.11 million in
total assets, $2.88 million in total liabilities and a total
stockholders' deficit of $770,198.

Haskell & White LLP, in Irvine, California, 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, negative cash flows from operations and has
limited capital resources, and a net stockholders' deficit. These
matters raise substantial doubt about the Company's ability to
continue as a going concern.


BIOSCRIP INC: Incurs $21.8 Million Net Loss in First Quarter
------------------------------------------------------------
BioScrip, Inc., filed with the Securities and Exchange Commission
its quarterly report on Form 10-Q disclosing a net loss
attributable to common stockholders of $21.81 million on $217.8
million of net revenue for the three months ended March 31, 2017,
compared with a net loss attributable to common stockholders of
$11.70 million on $238.5 million of net revenue for the same period
in 2016.

As of March 31, 2017, Bioscrip had $602.4 million in total assets,
$575.9 million in total liabilities, $2.54 million in series A
convertible preferred stock, $71.84 million in series C convertible
preferred stock, and a $47.85 million total stockholders' deficit.

For the first quarter, the Company reported revenue from continuing
operations of $217.8 million, net loss from continuing operations
of $19.0 million, and adjusted EBITDA of $5.2 million, in line with
the Company's plan.  For the full-year 2017, the Company continues
to expect to achieve adjusted EBITDA in the range of $45.0 million
to $55.0 million.

Gross profit margin increased to 30.1%, up from 26.9% in the first
quarter of 2016, reflecting the positive impacts from increased
core product mix, Home Solutions synergies, and other cost
reductions.

The Company remains on track to achieve the previously announced
$17.0 million in Home Solutions synergies and other incremental
annualized cost reductions of $23.0 to $25.0 million, by the end of
2017.

Consolidated loss from continuing operations, net of income taxes,
was $19.0 million, an increased loss of $9.2 million from the first
quarter of 2016.  The increased loss was primarily driven by the
negative impact of the Cures Act, plus additional depreciation,
amortization and interest expense, offset partially by higher gross
margins resulting from increased core product mix, Home Solutions
synergies, and other cost reductions.

Consolidated Adjusted EBITDA was $5.2 million, as compared to $7.4
million in the first quarter of 2016.  This expected decrease was
primarily driven by the negative impact of the Cures Act, offset
partially by higher gross margins resulting from increased core
product mix, Home Solutions synergies, and other cost reductions.

As of March 31, 2017, the Company had $16.0 million of cash and it
was in full compliance with its bank covenants.

"I am pleased with our Company's first quarter performance, which
was in line with our plan.  Our sales team met our revenue target
for the quarter and continued to increase our core revenue mix.  In
addition, our gross profit margin improved 320 basis points year
over year and adjusted EBITDA met our expectations, driven by
improved core revenue mix, supply chain efficiencies and
cost-structure improvements," said Daniel E. Greenleaf, President
and Chief Executive Officer.  "We also successfully completed the
integration of the Home Solutions business and we remain on track
to realize the full $17.0 million of cost synergies and incremental
$23.0 million to $25.0 million in cost savings."

The Company is reiterating its prior guidance of adjusted EBITDA in
the range of $45.0 million to $55.0 million for full-year 2017.
This guidance incorporates the estimated negative impact of the
Cures Act legislation and the Company's estimates regarding its
contract with UnitedHealthcare.  The Company continues to evaluate
the impact of the UnitedHealthcare contract on its 2017 revenue and
will provide updated 2017 revenue guidance at the appropriate
time.

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

                    https://is.gd/hg1VLL

                      About Bioscrip

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

BioScrip incurred a net loss attributable to common stockholders of
$50.59 million for the year ended Dec. 31, 2016, compared to a net
loss attributable to common stockholders of $309.51 million for the
year ended Dec. 31, 2015.

                        *    *    *

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

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


BLUE BUFFALO: S&P Rates New $520MM Sr. Secured Credit Facilities
----------------------------------------------------------------
S&P Global Ratings said that it assigned its 'BB+' issue-level
ratings to Blue Buffalo Pet Products Inc.'s proposed new $520
million senior secured credit facilities, consisting of a $120
million revolving credit facility due in 2022 and $400 million term
loan B due in 2024.  The recovery rating is '1', indicating S&P's
expectation for very high (90% to 100%; rounded value 95%) recovery
in the event of a payment default.  Proceeds from the issuance will
refinance the company's existing $400 million term loan due 2019
(balance as of Dec. 31, 2017 of $383 million) and $40 million
revolving credit facility maturing in 2017.  This transaction is
leverage neutral.  For the 12 months ended Dec. 31, 2017, S&P
estimates debt leverage of roughly 1.6x. The 'BB-' corporate credit
rating and stable outlook on the company are unaffected by this
transaction.

The ratings are based on preliminary terms and are subject to
review upon receipt of final documentation.  S&P will withdraw its
ratings on the company's existing debt and our corporate credit
rating on the existing borrower, Blue Buffalo Co. Ltd., upon the
close of this transaction.

S&P's 'BB-' corporate credit rating reflects the company's
ownership by financial sponsors Invus (45%), low leverage in the
1.5x-2x range, and narrow focus in the natural pet food industry.
S&P do not forecast the company to increase leverage as a result of
its expansion plans, or to pursue shareholder-friendly activities
in the near term because of its strong cash balances and free cash
flow generation.  Blue Buffalo has a narrow product focus as a
manufacturer and marketer of premium-priced "natural" pet food
(defined as such based on its ingredients), all sold under the Blue
Buffalo brand name.  The company's market share in the wholesome
and natural segment is 34%, which is over four times the size of
the next largest wholesome natural brand, but only 6% share in the
overall pet food industry and feeds only 2%-3% of the 164 million
pets in the U.S. (per company estimate).  In the highly competitive
pet food industry, Blue Buffalo competes against larger and more
diversified players like Nestle, Mars, J.M. Smucker, and
Colgate-Palmolive, which offer multiple pet food brands and have
significantly greater financially wherewithal for product
innovation and marketing.  The company customer diversity is slowly
improving but still remains high, with specialty pet retailers,
like PetSmart and PetCo, accounting for 38% (vs. 49% in 2014) and
21% (vs. 24% in 2014) of 2016 revenues, respectively. Trends in the
wholesome and natural food segment are favorable and faster-growing
than the overall pet industry, as consumers are increasingly
focused on their pet's diets.  However, the company is not immune
to the changing dynamics in the retail landscape, especially in the
short term, as it faces increased competition and pressure in the
specialty channel.  Also, untracked channels, particularly
e-commerce, continue to grow rapidly, where Blue Buffalo holds
significant competitive advantage and plans to ramp up sales and
gain market share.

                          RECOVERY ANALYSIS

Capital Structure:

The issuer of all of the company's debt at the close of this
transaction will be Blue Buffalo Pet Products Inc., the parent
company.  Following this transaction, the company's debt structure
will consist of:

   -- $120 million revolving credit facility due 2022
   -- $400 million senior secured term loan B due 2024 with a $285

      million accordion feature tied to first lien gross leverage
      of 3.5x

Security and guarantee package:

The new facility is secured by a perfected first priority lien on
substantially all tangible and intangible assets and capital stock
of certain subsidiaries held by the borrowers and guarantors,
subject to other customary exceptions.

Covenants:
The revolver and term loan are subject to a maximum consolidated
first lien net leverage ratio of 4x.

Insolvency regimes:
Blue Buffalo Pet Products Inc. is incorporated and headquartered in
the U.S.  In the event of an insolvency proceeding, S&P anticipates
the company would file for bankruptcy protection under the auspices
of the U.S. federal bankruptcy court system and would be unlikely
to involve other foreign jurisdictions.

Key Analytical Factors:
S&P's simulated default scenario contemplates a default in 2021
stemming from a change in consumer preference or significant brand
deterioration from a product recall, litigation, or false
advertising.  S&P has valued the company as a going concern, using
a 7x multiple of S&P's projected emergence EBITDA.  The EBITDA
multiple of 7x reflects the company's leading market position in
the pet food industry and high brand equity and is consistent with
similarly rated peers.

S&P has increased its default EBITDA from its previous analysis due
to the higher interest charges assumed at default given the larger
revolver commitment (assumed 85% drawn at default) and higher term
loan balance.  The default EBITDA of $86.7 million (up from $76.9
million) roughly reflects fixed charge requirements of about $36.5
million in interest costs (assuming a higher rate because of
default and includes prepetition interest), $4 million in term loan
amortization and $15.5 million in minimal capital expenditures
(capex) assumed at default.  S&P applies a 55% operational
adjustment as it believes the fixed charges of the company
undervalue the company given its relatively lower debt leverage.
S&P estimates a gross valuation of $606.8 million assuming a 7x
EBITDA multiple that is within the range S&P used for some of the
company's branded peers.

Simulated Default Assumptions:
   -- Year of default: 2021
   -- EBITDA at emergence: $86.7 million
   -- Implied enterprise value multiple: 7x

Calculation of EBITDA at emergence:
   -- Debt service assumption: $40.5 million (assumed default year

      interest plus amortization)
   -- Minimum capex assumption: $15.5 million
   -- Operational adjustment: 55%
   -- Emergence EBITDA: $86.7 million

Simplified waterfall:
   -- Emergence EBITDA: $86.7 million
   -- Enterprise Value multiple: 7x
   -- Gross recovery value: $606.8 million
   -- Net recovery value for waterfall after 5% administrative
      expenses: $576.4 million
   -- Obligor/nonobligor valuation split in %: 95/5
   -- Collateral value available to secured first-lien debt:
      $566.4 million
   -- Estimated senior secured first-lien claims: $504.2 million
      -- Recovery range for senior secured debt: 90%-100% (rounded

      estimate: 95%)

RATINGS LIST

Blue Buffalo Pet Products Inc.
Corporate Credit Rating                   BB-/Stable/--

New Rating

Blue Buffalo Pet Products Inc.
Senior Secured
$120 million revolver due 2022           BB+
  Recovery rating                         1(95%)
$400 million term loan B due 2024        BB+
  Recovery rating                         1(95%)


BOMBARDIER RECREATIONAL: S&P Affirms 'BB' CCR; Outlook Stable
-------------------------------------------------------------
S&P Global Ratings said it affirmed its 'BB' long-term corporate
credit rating on Valcourt, Que.-based recreational products
manufacturer Bombardier Recreational Products Inc. (BRP).  The
outlook is stable.

At the same time, S&P Global Ratings affirmed its 'BBB-'
issue-level rating, with a '1' recovery rating, on the company's
C$425 million asset-based loan (ABL).  The '1' recovery rating
indicates very high (90%-100%: rounded estimate of 95%) recovery in
a default scenario.  S&P Global Ratings also affirmed its 'BB'
issue-level rating, with a '3' recovery rating, on BRP's
US$700 million term loan.  The '3' recovery rating indicates
meaningful (50%-70%: rounded estimate of 60%) recovery in a default
scenario.

"The upward revision to our business risk profile assessment on BRP
reflects our view of the company's improving profitability and
lesser dependence on seasonal products," said S&P Global Ratings
credit analyst Silverius Miralles.  "We expect BRP to have stable
EBITDA margins mainly driven by its increasing product diversity
and higher exposure on year-round products, which partially offsets
the volatility associated with seasonal products, thus leading to
stable earnings," Mr. Miralles added.

Also, the company has improved its cost structure with its ability
to shift manufacturing and assembly to low-cost locations, such as
Mexico, as well as introduce more efficient platforms through the
new modularity approach, eventually leading to improved margins. In
addition, BRP has managed inventory levels with its dealers,
launched new products to gain market share, and expanded its dealer
network over the past few years, all of which support S&P's revised
business risk assessment.  At the same time, S&P is also revising
its comparable ratings analysis modifier on the company to neutral
from positive.

S&P's significant financial risk assessment on the company is based
on S&P's 'FS-4' financial policy modifier, to reflect BRP's 27.8%
ownership (about 37% voting control) by private equity firm Bain
Capital.  However, S&P believes that credit metrics will remain in
line with, or be stronger than, our significant financial ratio
indications of 3x-4x debt-to-EBITDA.  That said, BRP's solid credit
metrics could deteriorate meaningfully, given the cyclical nature
of the company's seasonal portfolio, and exposure to foreign
exchange fluctuations.

The stable outlook reflects S&P Global Ratings' view that given the
company's current product portfolio and improving operating
efficiency, BRP will manage to an adjusted debt-to-EBITDA of
2.0x-2.5x and FFO to debt above 30%.  S&P also expects BRP will
continue to strengthen its profitability based on revenue gains
from new products and dealer network expansion, modest market share
gains, and margin enhancements from lower manufacturing costs.

Although unlikely, S&P could raise the rating on BRP if the company
sustains adjusted debt-to-EBITDA below 2x and FFO-to-debt above
45%, along with reduced financial sponsor influence and
expectations of moderate shareholder returns.

S&P could lower the ratings if credit metrics weaken materially
because of poor operating performance, or large debt-funded
shareholder distributions, resulting in adjusted debt-to-EBITDA
approaching 4.0x or FFO-to-debt approaching 20%.


BRICK OVEN: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: Brick Oven Pizza, LLC
           dba Stefano's Wood burning Pizza & Resturant
        3150 US 22
        Branchburg, NJ 08876

Case No.: 17-19719

About the Debtor: The Debtor is a small business debtor as  
                  defined in 11 U.S.C. Section 101(51D).  It is a
                  restaurant offering pizza and Italian dishes.

                  Web site:
http://www.stefano'swoodburning.nj.com/

Chapter 11 Petition Date: May 11, 2017

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

Judge: Hon. Kathryn C. Ferguson

Debtor's Counsel: Alfred C. Constants, Esq.
                  CONSTANTS LAW OFFICES, LLC
                  115 Forest Ave., #331
                  Locust Valley, NY 11560
                  Tel: 516-202-9660

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $100,000 to $500,000

The petition was signed by Ralph Divino, president.

The Debtor did not file a list of its 20 largest unsecured
creditors on the Petition Date.

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

            http://bankrupt.com/misc/njb17-19719.pdf


CALCEUS ACQUISITION: Moody's Cuts Corporate Family Rating to Caa1
-----------------------------------------------------------------
Moody's Investors Service downgraded Calceus Acquisition Inc.'s
Corporate Family Rating ("CFR") to Caa1 from B3, Probability of
Default Rating ("PDR") to Caa1-PD from B3-PD, and the rating on the
senior secured first lien term loan to Caa1 from B3. The rating
outlook is stable.

The downgrade reflects Moody's expectations that ongoing industry
wide weak apparel and footwear conditions particularly in the
wholesale channel will make it challenging for Cole Haan to
maintain its current level of operating performance, resulting in
weak free cash flow generation relative to debt levels. Even though
its direct-to-consumer business is growing, Cole Haan's cash flow
generation underperformed its budget in the past two quarters and
Moody's expects it to turn modestly negative going forward given
the continued highly promotional environment and traffic decline
across the apparel and footwear retail industry. Moody's expects
this to result in higher revolver borrowings leaving the company
with limited cushion to manage any further earnings deterioration.

Moody's took the following rating actions on Calceus Acquisition,
Inc.:

- Corporate Family Rating, downgraded to Caa1 from B3;

- Probability of Default Rating, downgraded to Caa1-PD from
B3-PD;

- $309 million ($320 million face value) Senior Secured Term Loan
   due 2020, downgraded to Caa1 (LGD4) from B3 (LGD4);

- Stable outlook

Concurrent with this rating action, Moody's changed the methodology
used to rate Cole Haan to Retail Industry published in October 2015
from Global Apparel Companies published in May 2013, to reflect the
shift in the company's distribution channels that has led to a
predominance of retail over wholesale.

RATINGS RATIONALE

The Caa1 CFR reflects Cole Haan's adequate but weakened liquidity,
including Moody's expectations of negative free cash flow and
limited revolver availability. Following EBITDA improvement in the
first three quarters of fiscal 2017, management-adjusted
debt/EBITDA stood at 6.1 times and Moody's-adjusted debt/EBITDA at
5.9 times as of February 25, 2017. Moody's expects weak earnings
trends in the next 12-24 months as a result of challenging industry
wide apparel and footwear conditions despite Cole Haan's continued
execution on product innovation and digital initiatives, which have
led to growth in the direct-to-consumer channel. The rating also
reflects Cole Haan's increased fashion risk and exposure to
discretionary spending as a result of its redefined brand identity
and fashion-forward product assortment. Nevertheless, the rating is
supported by Cole Haan's good brand recognition, continued growth
in the direct-to-consumer business and diverse distribution
channels.

The stable outlook reflects Moody's opinion that Cole Haan has
adequate liquidity over the next 12 months despite expectations for
modestly negative free cash flow generation and earnings declines.

The ratings could be upgraded if the company improves its liquidity
profile, including solid positive free cash flow generation and
ample revolver availability. Quantitatively, the ratings could be
upgraded if Cole Haan maintains Moody's-adjusted debt/EBITDA below
5.5 times and EBITA/interest expense above 1.5 times.

The ratings could be downgraded if the company's EBITDA or
liquidity deteriorates, including a higher level of negative free
cash generation than currently expected. Quantitatively, ratings
could be downgraded if Moody's-adjusted debt/EBITDA is sustained
above 6.5 times.

Headquartered in New York, NY, Cole Haan is a designer and retailer
of men's and women's footwear, handbags, and accessories. Net
revenues for twelve months ended February 25, 2017 were
approximately $600 million. Apax Partners and current management
purchased the company from NIKE Inc. in early 2013.

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


CAMBER ENERGY: Wants Investor Barred From Forcing Shares Issuance
-----------------------------------------------------------------
Jack Newsham of Bankruptcy Law360 reports that Camber Energy Inc.
has asked a Texas federal judge to prevent key investor Discover
Growth Fund from compelling it to issue new shares, saying the
investor's moves rest on a strained interpretation of
"unconscionable" contracts and are driving Camber toward
bankruptcy.

Law360 relates that Camber said offshore investor Discover Growth
committed fraud by failing to disclose its "unreasonable
interpretation" of several agreements from 2016 that gave Camber
$10 million in exchange for stocks, warrants and convertible debt.


                     About Camber Energy

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

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

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

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


CAMPBELLTON-GRACEVILLE: Hires Berger Singerman as Counsel
---------------------------------------------------------
Campbellton-Graceville Hospital Corporation seeks authorization
from the U.S. Bankruptcy Court for the Northern District of Florida
to employ Berger Singerman LLP as counsel, nunc pro tunc to the
petition date.

The Debtor requires Berger Singerman to:

     a. advise the Debtor with respect to its powers and duties as
debtor in possession and the continued management of its business
operations;

     b. advise the Debtor with respect to its responsibilities in
complying with the United States Trustee’s Operating Guidelines
and Reporting Requirements and with the rules of the Court;

     c. prepare motions, pleadings, orders, applications, adversary
proceedings, and other legal documents necessary in the
administration of this chapter 11 case;

     d.  protect the interests of the Debtor in all matters pending
before the Court; and

     e. represent the Debtor in negotiations with their creditors
and in the preparation of a plan.

Berger Singerman will be paid at these hourly rates:

     Brian G. Rich                     $470
     Pamela C. Marsh                   $485
     Attorneys                         $295-$695
     Associates and Of-Counsel         $295-$600
     Legal Assistants/Paralegal        $85-$235

On October 28, 2016, Berger Singerman received a retainer in the
amount of $5,000.00, which was deposited into the firm's trust
account, in connection with its representation of CGHC with respect
to an internal investigation. On January 23, 2017, Berger Singerman
received a retainer from the Debtor in the amount of $100,000.00,
which was deposited into its trust account, in connection with
restructuring matters. On May 3, 2017, Berger Singerman received
the sum of $24,274.52 from the Debtor, in payment of pre-petition
fees in the amount of $24,208.00 and expenses in the amount of
$66.52, incurred by Berger Singerman as of April 30, 2017. On May
3, 2017, Berger Singerman received a second retainer from the
Debtor in the amount of $57,470.00 with respect to restructuring
matters, which was deposited into its trust account.

On May 5, 2017, prior to the commencement of this case, Berger
Singerman applied the sum of $10,093.75 from the $162,470.00 being
held in its trust account, toward payment in full of all
pre-petition fees and expenses the firm incurred. As of the filing
of this case, the sum of $152,376.25 remains in the trust account
of Berger Singerman, which will be held by the firm as security for
the fees and costs.

Brian G. Rich, Esq., member of the law firm of Berger Singerman
LLP, assured the Court that the firm is a "disinterested person" as
the term is defined in Section 101(14) of the Bankruptcy Code, and
does not represent any interest adverse to the Debtor and its
estates.

Berger Singerman can be reached at:

      Brian G. Rich, Esq.
      Berger Singerman LLP
      313 North Monroe Street, Suite 301
      Tallahassee, FL 32301
      Tel. (850) 561-3010
      Fax (850) 561-3013
      E-mail: brich@bergersingerman.com    

               About Campbellton-Graceville Hospital


Campbellton-Graceville Hospital Corporation filed a Chapter 11
bankruptcy petition (Bankr. N.D.Fla. Case No. 17-40185) on April
17, 2017. Hon. Karen K. Specie presides over the case. Berger
Singerman LLP represents the Debtor as counsel.

In its petition, the Debtor estimated $1 million to $10 million in
assets and $1 million to $10 million to $50 million in liabilities.
The petition was signed by Marshall Glade of GlassRatner Advisory &
Capital Group, LLC, chief restructuring officer.



CAMPBELLTON-GRACEVILLE: Hires GlassRatner as Restructuring Advisor
------------------------------------------------------------------
Campbellton-Graceville Hospital Corporation seeks authorization
from the U.S. Bankruptcy Court for the Northern District of Florida
to employ GlassRatner Advisory & Capital Group, LLC as
restructuring advisors to the Debtor, and to provide a chief
restructuring officer, nunc pro tunc to the petition date.

The Debtor has determined that obtaining the ongoing services of a
CRO will substantially enhance its ability to (a) operate and meet
its administrative obligations in this case and (b) preserve and
maximize the value of its assets. As such, the Debtor has chosen to
utilize GlassRatner personnel as appropriate and has appointed the
firm's Marshall Glade to the position of CRO.  Mr. Glade will work
with the Debtor's board and its officers, employees, and
professionals.

Specirically, the Debtor requires Mr. Glade with the assistance of
GlassRatner to:

     a. assist in all aspects of the Debtor’s business activities
and operations, including budgeting, cash management and financial
management;

     b. negotiate with respect to the relationship with the Debtors
lenders;

     c. negotiate with vendors, customers and other creditors;

     d. hire and terminate of the Debtor's employees;

     e. review the Debtor's daily operating activities;

     f. evaluate the Debtor's liquidity options, including,
restructuring, refinancing and reorganizing;

     g. review purchases and expenses; and

     h. act as the Debtor's representative in court hearings, as
appropriate.

The Debtors have agreed to pay GlassRatner the proposed
compensation and expense reimbursements in the Engagement Letter:

      a. GlassRatner will be paid by the Debtor for the services of
the CRO at $395 per hour and $295 per hour for the services of
Carmen Ramsey. Other staff used will have rates that range from
$200 per hour to $595 per hour.

      b. Travel time incurred by the CRO and associated staff in
connection with this engagement shall be billed at 50% of the
stated hourly rate.

      c. Such compensation shall be subject to a monthly maximum on
fees billed to the Debtor (the "Monthly Cap") each month. Any fees
incurred by GlassRatner during a specific month that exceed the
applicable Monthly Cap (the "Unbilled Fees") shall be treated as
follows:
   
              i. 50% of the Unbilled Fees shall be carried over and
billed in the month immediately following; and

             ii. 50% of the Unbilled Fees shall be permanently
written off by GlassRatner.

      d. The applicable Monthly Cap will be $60,000.

      e. The Debtor and GlassRatner agree to use reasonable efforts
to assess the Monthly Cap, periodically, after the engagement has
commenced to determine if any adjustment to the Monthly Cap is
warranted.

In addition, as set forth the Engagement Letter, as of the Petition
Date, GlassRatner required a two-month retainer, totaling
$120,000.00 (the "Retainer"). On April 4, 2017, the Debtor paid the
Retainer to GlassRatner, and the Retainer was deposited into
trust.

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

Marshall Glade, managing director with GlassRatner Advisory &
Capital Group, LLC, assured the Court that the firm is a
"disinterested person" as the term is defined in Section 101(14) of
the Bankruptcy Code and does not represent any interest adverse to
the Debtor and its estates.

GlassRatner may be reached at:

      Marshall Glade
      GlassRatner Advisory & Capital Group, LLC
      3445 Peachtree Road, Suite 1225
      Atlanta, GA 30326
      Tel: (404) 835-8844
      Mobile: (404) 895-9566
      Fax: (678) 904-1991
      E-mail: mglade@glassratner.com

            About Campbellton-Graceville Hospital

Campbellton-Graceville Hospital Corporation filed a Chapter 11
bankruptcy petition (Bankr. N.D.Fla. Case No. 17-40185) on April
17, 2017.  The Hon. Karen K. Specie presides over the case. Berger
Singerman LLP represents the Debtor as counsel.

In its petition, the Debtor estimated $1 million to $10 million in
assets and $1 million to $10 million to $50 million in liabilities.
The petition was signed by Marshall Glade of GlassRatner Advisory &
Capital Group, LLC, chief restructuring officer.


CAMPBELLTON-GRACEVILLE: Taps Blankenship Jordan as Special Counsel
------------------------------------------------------------------
Campbellton-Graceville Hospital Corporation seeks authorization
from the U.S. Bankruptcy Court for the Northern District of Florida
to employ Blankenship Jordan PA as special counsel, nunc pro tunc
to the petition date.

The Debtor requires Blankenship Jordan to assist the Debtor with
(i) overseeing all litigation matters involving the Debtor; (ii)
governmental and administrative matters; and (iii) general
corporate matters.

Blankenship Jordan will be paid at these hourly rates:

     Kathryn Michelle Blankenship Jordan       $225
     Attorneys                                 $175-$225
     Legal Assistants/Paralegals               $50-$112.50

Kathryn Michelle Blankenship Jordan, Esq., owner of the law firm of
Blankenship Jordan PA, assured the Court that the firm does not
represent any interest adverse to the Debtor and its estates.

Blankenship Jordan can be reached at:

     Kathryn Michelle Blankenship Jordan, Esq.
     Blankenship Jordan PA
     1512 Highway 90
     Chipley, FL 32428
     Tel: ​(850) 638-9689
     E-mail: Michelle@MichelleTagert.com

             About Campbellton-Graceville Hospital


Campbellton-Graceville Hospital Corporation filed a Chapter 11
bankruptcy petition (Bankr. N.D. Fla. Case No. 17-40185) on April
17, 2017.  The Hon. Karen K. Specie presides over the case. Berger
Singerman LLP represents the Debtor as counsel.

In its petition, the Debtor estimated $1 million to $10 million in
assets and $1 million to $10 million to $50 million in liabilities.
The petition was signed by Marshall Glade of GlassRatner Advisory &
Capital Group, LLC, chief restructuring officer.


CAPROCK OIL: U.S. Trustee Unable to Appoint Committee
-----------------------------------------------------
The Office of the U.S. Trustee on May 10 disclosed in a court
filing that no official committee of unsecured creditors has been
appointed in the Chapter 11 case of CapRock Oil Tools, Inc.

                   About Caprock Oil Tools

CapRock Oil Tools, Inc., based in Pearland, TX, filed a Chapter 11
petition (Bankr. S.D. Tex. Case No. 17-80109) on April 10, 2017.
In its petition, the Debtor estimated $2.62 million in assets and
$3.88 million in liabilities. The petition was signed by Thomas
Glenn Gault, president.

The Hon. Marvin Isgur presides over the case. Peter C. Lewis, Esq.,
at Scheef & Stone, LLP, serves as bankruptcy counsel.


CBL & ASSOCIATES: S&P Affirms 'BB' Rating on Preferred Shares
-------------------------------------------------------------
S&P Global Ratings affirmed its 'BBB-' corporate credit rating on
Chattanooga, Tenn.–based CBL & Associates Properties Inc. and
subsidiary CBL & Associates Limited Partnership (collectively CBL).
S&P is also affirming its 'BBB-' issue-level rating on CBL's
unsecured debt and S&P's 'BB' issue-level rating on its preferred
shares.  The outlook remains negative.

"The affirmation reflects our view that CBL's operating and credit
protection measures will remain pressured over the next few
quarters as tenant distress increases, leading to further store
closures and additional bankruptcies at higher rates than
previously forecast," said credit analyst Kristina Koltunicki.
"While we believe CBL has been historically successful in its
ability to repurpose and re-tenant vacant space, the retail
industry is going through a structural change that may cause the
previously moderate cadence of store closures to become
increasingly difficult situation to manage.  Credit protection
measures also remain elevated compared to our previous forecast as
we had expected the company to deleverage its balance sheet at a
faster pace."

The negative outlook reflects S&P's expectation that CBL will
continue to experience a difficult operating environment (increased
bankruptcies and store closures, pressuring same store NOI growth
and occupancy) that will persist over the next few quarters.  S&P
will look toward the back-half of 2017 and the beginning of 2018 to
better gauge the cadence and impact of these closures on CBL's
properties, credit metrics, and ability to refinance upcoming
maturities.

S&P could lower the ratings if credit protection measures fail to
improve and remains elevated with debt to EBITDA in the high-7x
area over the next 12 to 18 months.  This could occur if CBL
experiences greater weakness in operating metrics than S&P
projects, potentially driven by a failure to re-lease vacant space
or to complete redevelopments and developments as anticipated.
Given S&P do not expect meaningful debt repayment, weakness in
operating metrics, such as persistent negative same-store NOI
growth could cause further EBITDA declines beyond S&P's
expectations.

S&P could revise the outlook back to stable if CBL is able to
improve operating trends and strengthen credit protection measures
from current levels.  These two items would indicate that despite a
continued negative retail sentiment in the market, management could
stabilize performance and absorb vacant space with minimal
disruption to its business.  At that time, S&P would expect the
company to achieve flat to slightly positive same-store NOI growth,
execute on extending upcoming debt maturities, and improve debt to
EBITDA towards the low-7x area.



CENTRAL GROCERS: Jewel Food Buying All Strack Assets for $100M
--------------------------------------------------------------
Central Grocers, Inc., and affiliates ask the U.S. Bankruptcy Court
for the District of Delaware to authorize bidding procedures in
connection with the sale of substantially all assets of Strack and
Van Til, Super Market, Inc. to Jewel Food Stores, Inc. ("Stalking
Horse Bidder") for the aggregate purchase price of $70,000,000,
plus the cost of inventory at such Strack Stores, estimated to be
approximately $30,000,000, subject to overbid at an auction on June
26, 2017.

The consummation of sale transactions that will maximize value for
their estates and preserve as many jobs of their employees as
possible is the cornerstone of the Debtors' chapter 11 strategy.
The Debtors are seeking to sell substantially all of their assets,
which consist primarily of the grocery stores operated by Strack
under the "Strack & Van Til," "Ultra Foods," and "Town & Country"
banners ("Strack Stores"), including related leasehold interests
and inventory; an over 1,000,000 square foot warehousing and
distribution facility located in Joliet, Illinois ("Distribution
Center"); and other real property owned by the Debtors.  To that
end, they have secured the Stalking Horse Bid from the Stalking
Horse Bidder for the sale of 19 Strack Stores, for the purchase
price.

In December 2016, the Debtors initiated a comprehensive marketing
process to sell the Company as a going concern or to consummate
another strategic, value-maximizing transaction that would resolve
the Company's operational and financial challenges.  To that end,
the Company retained Peter J. Solomon Co., LLC ("PJSC") to serve as
its investment banker and to design and execute an "M&A" process.
PJSC solicited interest from parties in consummating a strategic
transaction with the Company, either through a merger or a sale.

By the end of January 2017, the Company had received six bids for
overlapping and non-overlapping Assets, including certain of the
Strack Stores, the Distribution Center, related inventory, and
other real and personal property.  After extensive deliberations
with its advisors and Prepetition Secured Lenders and several
rounds of negotiations with bidders, the Company elected to pursue
the Stalking Horse Bid for the sale of 19 Strack Stores and related
inventory.

Appreciating their challenging financial condition and the tight
timeline that likely would govern the postpetition sale process
under the Debtors' DIP Financing, the Debtors accomplished as much
as possible prior to the commencement of these cases.  With the
Stalking Horse Bid in place, the Debtors are prepared to execute
the last leg of their sale process, which will include a
postpetition marketing campaign, consistent with the terms of the
Stalking Horse Agreement and the Bidding Procedures.

Contemporaneously with the Motion, the Debtors have filed a motion
seeking approval of DIP Financing provided by certain of their
Prepetition Secured Lenders ("DIP Lenders").  Although they expect
that access to the DIP Financing, together with the use of cash
collateral, will provide them with sufficient runway to consummate
value-maximizing Sale Transactions for substantially all of their
Assets, it cannot be overemphasized that time is of the essence.
Given the significant costs associated with the ongoing operations
of the Debtors' businesses and their current financial condition,
the DIP Lenders have established strict Milestones for the Debtors'
sale process.

Specifically, the Debtors and the DIP Lenders have agreed to, among
others, these milestones:

   a. On May 12, 2017, the Debtors will file with the Court a
bidding procedures motion for the sale of all or substantially all
of the assets of Strack and its Debtor subsidiaries together with
bidding procedures;

   b. On May 17, 2017, the Debtors will execute an asset purchase
agreement, in form and substance acceptable to the agent under the
DIP Financing facility ("DIP Agent"), evidencing a sale of all or
substantially all of the assets of Strack and its Debtors
subsidiaries to a purchaser acceptable to the DIP Agent and the
Required Lenders, subject to the receipt of higher or better bids;

   c. The Court will have entered the Bidding Procedures Order by
the date that is 30 calendar days after the Commencement Date;

   d. The Debtors will commence an auction for the sale of all or
substantially all of the assets of Strack and its Debtors
affiliates in accordance with the Bidding Procedures on or before
the date that is 55 calendar days after the Commencement Date;

   e. Within 15 calendar days after the conclusion of the auction,
the Debtors will obtain an order approving the sale of all or
substantially all of the assets of Strack and its Debtor
subsidiaries, which order will provide that the net sale proceeds
will be applied to the DIP Obligations and/or Prepetition Revolving
Obligations, at the DIP Agent's sole discretion; and

   f. Closing of the sale of all or substantially all of the assets
of Strack and its Debtor subsidiaries by the date that is (i) 90
calendar days after the entry of the sale order approving such
sale, if the sale is to the Stalking Horse Bidder; or (ii) 30
calendar days after the entry of the sale order approving such
sale, if the sale is to any other buyer approved by the DIP Agent
and Required Lenders.

The Stalking Horse Agreement represents a binding bid for 19 Strack
Stores and related assets, for a total consideration of
$70,000,000, plus the actual cost of inventory at such Strack
Stores at closing.  By the Motion, the Debtors ask authority to
provide the Stalking Horse Bidder with standard Stalking Horse Bid
Protections.  In particular, the Stalking Horse Agreement provides
for the payment of a (i) a Break-up Fee in an amount equal to 3% of
the purchase price of the Stalking Horse Package; and (ii)
Reimbursement of up to $500,000 for reasonable and documented costs
and expenses incurred by the Stalking Horse Bidder in connection
with the Stalking Horse Agreement and participation in the Auction
and sale process, in each case, in the event that the Debtors
consummate an Alternative Transaction.

The Bidding Procedures establish initial overbid minimum and
subsequent bidding increment requirements and also provide that, if
the Stalking Horse Bidder bids on the Stalking Horse Package at the
Auction, the Stalking Horse Bidder will be entitled to a credit in
the amount of its Termination Payment against the increased
purchase price for the Stalking Horse Package ("Stalking Horse Bid
Protections").

The salient terms of the Stalking Horse Agreement are:

   1. Closing and Other Deadlines:

       i. Initial Closing will take place on the third Business Day
after all conditions in Section 7.1 and Section 7.2 have been
satisfied or waived.  Each subsequent Closing will take place on
the third Business Day after all conditions in Section 7.3 and
Section 7.4 have been satisfied or waived.

      ii. The Debtors and the Stalking Horse Bidder will negotiate
a Closing schedule within ten (10) days after the conclusion of the
Auction.

     iii. If the Initial Closing does not occur prior to Sept. 12,
2017, either the Stalking Horse Bidder or the Debtors may terminate
the Stalking Horse Agreement.  The Debtors may terminate the
Stalking Horse Agreement if the last closing has not occurred
within 90 days after entry of the applicable Sale Order, so long as
(i) the Auction has commenced on June 29, 2017, and (ii) the Court
has entered the applicable Sale Order on July 11, 2017.  The
Debtors may also terminate the Stalking Horse Agreement if the
Deposit Amount is not deposited by the Stalking Horse Bidder within
two Business Days following the Initial Closing.

      iv. The Stalking Horse Bidder may terminate the Agreement
upon the failure of the Debtors to satisfy a series of Bankruptcy
Milestones; specifically: (A) the Court will have entered the
Bidding Procedures Order on June 5, 2017; (B) the will have entered
the applicable Sale Order on July 11, 2017; (C) the Debtors will
have filed a motion seeking approval of DIP Financing acceptable to
the Stalking Horse Bidder on May 15, 2017; (D) the Debtors will
have obtained an interim order approving the DIP Financing on May
22, 2017; (E) the Debtors will have obtained a final order
approving the DIP Financing on June 9, 2017; and (F) the final
order approving the DIP Financing will not have been stayed or
reversed on appeal.

   2. Good Faith Deposit: $25,000,000

   3. Use of Proceeds: If the Termination Payment becomes due and
payable by the Sellers to the Buyer under the Stalking Horse
Agreement, it will be paid from the proceeds of the Alternative
Transaction that triggered the payment to become due.

    4. Requested Findings as to Successor Liability: The Debtors
seek to sell the Acquired Assets to the Stalking Horse Bidder free
and clear of all Liens.  The Stalking Horse Bidder will not have
any derivative, successor, transferee or vicarious Liability for
Liabilities of the Debtors as a result of the transactions
contemplated by the Agreement.

   5. Sale Free and Clear of Unexpired Leases: The Debtors do not
seek to sell the Acquired Assets free and clear of a possessory
leasehold interest, license, or other right.

   6. Provisions Providing Bid Protections to Stalking Horse or
Initial Bidder: The Stalking Horse Bidder will be entitled to
payment of (i) a break-up fee in an amount equal to 3% of the Base
Purchase Price; and (ii) reimbursement of up to $500,000 for
reasonable and documented costs and expenses incurred by the
Stalking Horse Bidder in connection with the Stalking Horse
Agreement and participation in the Auction and sale process.

Additionally, and importantly, the Stalking Horse Bidder has agreed
to interview and extend offers of employment to substantially all
of the Covered Employees employed at the Strack Stores in the
Stalking Horse Package.  The Stalking Horse Bidder also has agreed
to negotiate in good faith with the Affected Unions representing
Covered Employees to achieve collective bargaining agreements and
other labor contracts that are acceptable to the Stalking Horse
Bidder and consistent with the terms of its current agreements with
the Affected Unions.

The Debtors ask authority to enter into Additional Stalking Horse
Agreement with Additional Stalking Horse Bidders, pursuant to which
the Debtors would provide Additional Stalking Horse Bidders with
Additional Stalking Horse Bid Protections.

Specifically, the Debtors propose to offer each Additional Stalking
Horse Bidder a break-up fee in an amount that will not exceed 3% of
the cash portion of the purchase price in the applicable Additional
Stalking Horse Bid ("Additional Termination Payment").  Parties in
interest who wish to object to the provision of an Additional
Termination Payment must file within five calendar days after
service of the Sale Notice or relevant Supplemental Sale Notice, as
applicable.

Given the urgency of the Debtors' need to maximize value for
creditors through timely and efficient Sale Transactions, the
ability to designate Additional Stalking Horse Bidders and offer
such bidders Additional Stalking Horse Bid Protections is justified
and appropriate.

The Bidding Procedures are designed to promote a competitive and
expedient sale process.  If approved, the Bidding Procedures will
allow the Debtors to solicit and identify bids from potential
buyers that constitute the highest or best offer for the Assets on
a schedule consistent with the Milestones, the deadlines under the
Stalking Horse Agreement, and the Debtors' chapter 11 strategy.
Accordingly, the Debtors ask the Court to approve the Bidding
Procedures.

The salient terms of the Bidding Procedures are:

   a. Bid Deadline: June 21, 2017 at 4:00 p.m. (PET)

   b. Credit Bid: Persons or entities holding a perfected security
interest in Assets may seek to Credit Bid their claims for their
collateral.

   c. Landlord Bid: Any bid submitted by a landlord for the
purchase of one of more of such landlord's own Leases may include a
purchase price comprised of a (i) cash component, and (ii) a
non-cash component that represents a "credit" for rental arrears
under such Lease to reduce the cash consideration for the
applicable Lease, but not the Good Faith Deposit required.

   d. Stalking Horse Package: Each bid submitted in connection with
the Stalking Horse Package must (i) be a bid for the entire
Stalking Horse Package; and (ii) exceed the cash purchase price in
the Stalking Horse Bid, plus any applicable Termination Payment; or
(iii) propose an alternative transaction that provides better terms
than the Stalking Horse Bid, taking into account any applicable
Termination Payment.

   e. Bids for Individual Assets or Combinations of Assets: Bidders
may also submit bids for any individual Asset, whether or not such
asset is included in the Stalking Horse Package or any Additional
Stalking Horse Package.  Generally, the Debtors must conclude that
a Partial Bid, when taken together with other Partial Bids,
satisfies the criteria for being a Qualified Bid.

   f. Additional Stalking Horse Packages: Each bid submitted in
connection with an Additional Stalking Horse Package must exceed
the cash purchase price in the applicable Additional Stalking Horse
Bid, plus any applicable Additional Termination Payment, or propose
an alternative transaction that provides better terms than the
Additional Stalking Horse Bid, taking into account any applicable
Additional Termination Payment.

   g. Good Faith Deposit: An amount equal to 10% of the proposed
purchase price

   h. Stalking Horse Credit for Termination Payment: The cash and
other considerations proposed by such Qualified Bidder must exceed
the Stalking Horse Bid by the purchase price contained in the
Stalking Horse Bid, plus the applicable Termination Payment, by at
least the amount of the Minimum Overbid to advance to the next
round of bidding.

   i. Additional Stalking Horse Credit for Additional Termination
Payment: The cash and other considerations proposed by such
Qualified Bidder must exceed the applicable Additional Stalking
Horse Bid by the purchase price contained in the Additional
Stalking Horse Bid, plus the Additional Termination Payment, by at
least the amount of the Minimum Overbid to advance to the next
round of bidding.  The Additional Stalking Horse Bidder will be
entitled to a "credit" in the amount of the applicable Additional
Termination Payment to be counted toward its bid and the
computation of the Minimum Overbid for bidders to advance to the
next round of bidding with respect to the Additional Stalking Horse
Package.

   j. Baseline Bids: Bidding for each Auction Package will commence
at Baseline Bid.

   h. Minimum Overbid: The Debtors will announce at the outset of
the Auction the minimum required increments for successive
Qualified Bids.

          i. Highest or Best Offer: After the first round of
bidding and between each subsequent round of bidding, the Debtors
will announce the bid that they believe to be the highest or best
offer for an Auction Package.

A copy of the Stalking Horse APA and the Bidding Procedures
attached to the Motion is available for free at:

     http://bankrupt.com/misc/Central_Grocers_135_Sales.pdf

Consistent with the Milestones and their need to consummate a sales
of their Assets as quickly and efficiently as possible, the Debtors
propose these key dates and deadlines for the sale process:

   a. June 2, 2017, at 10:00 a.m. (PET) - Hearing to consider
approval of Bidding Procedures and entry of Bidding Procedures
Order

   b. June 7, 2017 - Target date for Debtors to provide applicable
Counterparties Adequate Assurance Information with respect to the
Stalking Horse Bidder (and its proposed assignee, if applicable)

   c. June 14, 2017 - Deadline for Debtors to designate Additional
Stalking Horse Bidders

   d. June 16, 2017, at 4:00 p.m. (PET) - Deadline to object to (i)
proposed Sale Transaction involving Assets included in Stalking
Horse Package, (ii) Debtors' proposed Cure Costs, and (iii) the
assumption of and assignment to the Stalking Horse Bidder any (a)
Proposed Assumed Contracts included in the original Stalking Horse
Bid, and (b) any known Designation Rights Contracts identified and
noticed pursuant to the Assumption and Assignment Notice

   e. June 21, 2017, at 4:00 p.m. (PET) - Bid Deadline

   f. June 23, 2017 - Proposed date of Sale Hearing if no other
Qualified Bids received for Stalking Horse Package

   g. June 23, 2017 - Deadline for Debtors to notify Prospective
Bidders of their status as Qualified Bidders

   h. June 26, 2017 at 10:00 a.m. (PET) - Auction to be held at
offices of Weil, Gotshal & Manges LLP (if necessary)

   i. June 28, 2017 - Target date for Debtors to file with the
Court the Notice of Auction Results and to provide applicable
Counterparties with Adequate Assurance Information for the
Successful Bidders and each of their proposed assignees, if
applicable

   j. July 6, 2017, at 4:00 p.m. (PET) - Deadline to object to (i)
proposed Sale Transactions involving Other Assets, and (ii) the
assumption of and assignment to (a) a Successful Bidder any
Proposed Assumed Contracts or any Contracts or Leases that may
later be designated by a Successful Bidder for assumption and
assignment, and (b) the Stalking Horse Bidder any additional
Proposed Assumed Contracts added to the Stalking Horse Bid
ultimately deemed a Successful Bid at the Auction and any
applicable known Designation Rights Contracts

   k. July 10, 2017 - Proposed date of Sale Hearing to consider
approval of Sale Transactions and entry of Sale Orders

In connection with a Sale Transaction, the Debtors may ask to
assume and assign to the Successful Bidders certain Contracts and
Leases.  Any Counterparty who wishes to object to the assumption,
assignment, or potential designation of their Contract or Lease,
must file on June 16, 2017, at 4:00 p.m. (PET).  Any assumption of
Proposed Assumed Contracts is an exercise of the Debtors' sound
business judgment because the transfer of such Contracts and Leases
is necessary to their ability to obtain the best value for their
Assets, should be approved.

The Debtors expect that the Prepetition Secured Lenders that have
liens on substantially all of the Assets will consent to such sale.
Further, those parties with junior or prior liens can be compelled
to accept a money satisfaction of their interests, and such liens
will attach to the proceeds of the sale in their order of priority.


The Debtors say that a strong business justification exists for the
sale of the Debtors' Assets.  An orderly but expeditious sale of
the Assets is critical to both preserving and realizing the
Company's going concern value and maximizing recoveries for their
economic stakeholders.  Moreover, the timely consummation of the
proposed Sale Transactions is required under the express terms of
the DIP Credit Agreement and the Stalking Horse Agreement.
Accordingly, the Debtors ask the Court to approve the relief
sought.

Accordingly, the Debtors ask that the Court (a) authorizes (i) the
sale of the Assets free and clear of any liens, claims, interests,
and encumbrances; (ii) the Bidding Procedures; (iii) the Stalking
Horse Bid Protections; and (iv) the Debtors to designate one or
more Additional Stalking Horse Bidder and, each such bidder's bid,
an Additional Stalking Horse Package and an Additional Stalking
Horse Bid Protections; (b) schedules (i) an auction of the Assets
to be held on June 26, 2017; and (ii) Sale Hearings to consider
approval of the proposed Sale Transactions; (c) authorizes and
approves (i) the Sale Notice; and (ii) notice to Contracts and
Leases regarding the Debtors' potential assumption and assignment
of their Contracts or Leases and of their calculation of the Cure
Costs; (d) authorizes and approves Assumption and Assignment
Procedures; and (e) grants related relief.

The Debtors ask that each Sale Order and any order authorizing the
assumption or assumption and assignment of a Proposed Assumed
Contract in connection with a Sale Transaction be effective
immediately upon entry and that the 14-day stay imposed by
Bankruptcy Rules 6004(h) and 6006(d) be waived.

The Purchaser can be reached at:

          JEWEL FOOD STORES, INC.
          250 East Parkcenter Boulevard
          Boise, ID 83706
          Attn: Legal Department
          Facsimile: (208) 395-6575
          E-mail: Justin.Ewing@albertsons.com
                  Todd.Williams@albertsons.com

The Purchaser is represented by:

          Stuart D. Freedman, Esq.
          David M. Hillman, Esq.
          SCHULTE ROTH & ZABEL LLP
          919 Third Avenue
          New York, NY 10022
          E-mail: stuart.freedman@srz.com
                  david.hillman@srz.com

                   About Central Grocers

Strack & Van Til is a grocery retailer focused on providing
high-quality products in a unique and inviting atmosphere with a
high level of customer service. The company currently operates 22
stores in Illinois and Indiana under the banner names Strack and
Van Til, Ultra Foods and Town & Country Market. SVT, LLC is an
equal opportunity employer. The company is owned by Central
Grocers, Inc.

Joliet, Illinois-based Central Grocers, Inc. --
http://www.central-grocers.com/-- is a supplier to independent  
grocery stores in the Midwestern United States.  Formed in 1917,
Central Grocers is organized as a retail cooperative (co-op) owned
by the independent supermarket retailers that Central supplies.

Central Grocers is the 7th largest grocery cooperative in the
United States.  Central Grocers supplies over 400 stores in the
Chicago area with groceries, produce, fresh meat, service deli
items, frozen foods, ice cream and exclusively the Centrella Brand
distributor.  Sales have grown to $2.0 billion per year over the
past 94 years.

Central Grocers, Inc. and its debtor affiliates filed separate
Chapter 11 petitions (Bankr. D. Del. Lead Case No. 17-10993) on May
4, 2017.  Donald E. Harer, chief restructuring officer, signed the
petitions.

The Debtors sought joint administration of their chapter 11 cases.

Central Grocers estimated $100 million to $500 million in assets
and debt.

The Debtors tapped Richards, Layton & Finger, P.A., as counsel;
Weil, Gotshal & Manges LLP, as local counsel; Lavelle Law, LTD., as
general corporate counsel; Conway Mackenzie, Inc., as financial
advisor; Peter J. Solomon Company as investment banker; and Prime
Clerk LLC, as claims and noticing agent.


CENTRAL GROCERS: Seeks to Hire Prime Clerk as Claims Agent
----------------------------------------------------------
Central Grocers, Inc. seeks approval from the U.S. Bankruptcy Court
for the District of Delaware to hire Prime Clerk LLC as its claims
and noticing agent.

The firm will oversee the distribution of notices and the
processing and docketing of proofs of claim filed in Chapter 11
cases of Central Grocers and its affiliates.

The hourly rates charged by the firm are:

     Analyst                        $25 - $45
     Technology Consultant          $35 - $95
     Consultant/Sr. Consultant     $65 - $165
     Director                     $170 - $195
     COO/Executive VP               No charge

Prior to their bankruptcy filing, the Debtors provided Prime Clerk
a retainer fee in the amount of $50,000.

Michael Frishberg, co-president and chief operating officer of
Prime Clerk, 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:

     Michael J. Frishberg
     Prime Clerk LLC
     830 3rd Avenue, 9th Floor
     New York, NY 10022
     Phone: (212) 257-5450

                      About Central Grocers

Joliet, Illinois-based Central Grocers, Inc. --
http://www.central-grocers.com/-- is a supplier to independent
grocery stores in the Midwestern United States.  Formed in 1917,
Central Grocers is organized as a retail cooperative (co-op) owned
by the independent supermarket retailers that Central supplies.

Central Grocers is the seventh largest grocery cooperative in the
United States.  It supplies over 400 stores in the Chicago area
with groceries, produce, fresh meat, service deli items, frozen
foods, ice cream and exclusively the Centrella Brand distributor.
Sales have grown to $2.0 billion per year over the past 94 years.

Central Grocers sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Del. Lead Case No. 17-10993) on May 4,
2017.  Eleven affiliates of the company also filed separate Chapter
11 petitions (Bankr. D. Del. Case Nos. 17-10992, 17-10994 to
17-11003).  The petitions were signed by Donald E. Harer, chief
restructuring officer.  

The cases are assigned to Judge Brendan Linehan Shannon.

Weil, Gotshal & Manges LLP serves as the Debtors' bankruptcy
counsel.  The Debtors have also hired Richards, Layton & Finger
P.A. as local counsel; Lavelle Law, Ltd. as general corporate
counsel; Conway Mackenzie Inc. as financial advisor; and Peter J.
Solomon Company as investment banker.

At the time of the filing, the Debtors estimated their assets and
debts at $100 million to $500 million.


CENTRAL LAUNDRY: Taps Asterion Inc. as Financial Advisor
--------------------------------------------------------
Central Laundry, Inc. and Bellmawr Laundry LLC seek approval from
the U.S. Bankruptcy Court for the Eastern District of Pennsylvania
to hire a financial advisor.

The Debtors propose to hire Asterion Inc. to, among other things,
analyze their businesses, assist in the preparation of cash budgets
and operating reports, provide expert testimony, and assist in the
preparation of a plan of reorganization.

The hourly rates charged by the firm range from $325 to $550 for
principals and managing directors, $165 to $320 for consultants,
and $100 to $160 for paraprofessionals.

The Debtors have agreed to pay the firm a retainer fee in the
amount of $7,500.

Stephen Scherf, a certified public accountant and shareholder of
Asterion, 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:

     Stephen J. Scherf
     Asterion Inc.
     215 S. Broad Street, 3rd Floor
     Philadelphia, PA 19107
     Tel: 215-893-9923 / 215-893-9901
     Fax: 215-893-9903
     Email: sscherf@asterion-consulting.com

                   About Central Laundry Inc.

Central Laundry, Inc., which does business under the name Olympic
Linen, operates a commercial laundry and linen service for the
restaurant and hospitality industry.  Its headquarters is located
at 615 Industrial Park Drive, Lansdowne, Pennsylvania.  

Central Laundry, Inc. and its New Jersey-based affiliate Bellmawr
Laundry LLC sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. E.D. Pa. Case Nos. 17-13172 and 17-13189) on May 3,
2017.  The petitions were signed by George Rengepes, president and
member.  

At the time of the filing, each of the Debtors estimated their
assets and debts at $1 million to $10 million.  

The cases are assigned to Judge Eric L. Frank.

Central Laundry previously filed for Chapter 11 protection (Bankr.
E.D. Pa. Case No. 16-10666) on Feb. 1, 2016, estimating its assets
and liabilities of less than $50,000.  Paul J. Winterhalter, Esq.,
at the Law Offices Of Paul J. Winterhalter, P.C., served as the
Debtor's bankruptcy counsel in the 2016 case.


CHINA FISHERY: Maybank, et al., Object to Exclusivity Extension
---------------------------------------------------------------
BankruptcyData.com reported that multiple parties -- including
Malayan Banking Berhad (Maybank), Hong Kong Branch;
CooperatieveRabobank, DBS Bank (Hong Kong), Standard Chartered Bank
(Hong Kong), the club lender parties; Bank of America and the
senior noteholder committee -- filed with the U.S. Bankruptcy Court
separate objections to China Fishery Group's motion for an
exclusivity extension. Maybank asserts, "The Debtors' creditors
continue to have legitimate cause for concern regarding the Ng
family's ability to exercise sound business judgment and provide
the expertise and oversight that creditors and other interest
holders should be able reasonably to expect of a chapter 11 debtor.
These causes for concern arise from a number of aspects, which
Maybank noted at the outset of these Cases, including among others:
(i) the existence of questionable prepetition intercompany and
third party transactions that have yet to be addressed by the
Debtors or their professionals, (ii) the dismissal and resignation
of independent fiduciaries that had been in place with the
agreement of the Debtors prior to the commencement of these Cases,
and (iii) the utter lack of transparency and ordinary course
reporting from the Debtors and their non-Debtor affiliates while
under the control of the Ng family, including the inability or
unwillingness to prepare audits. Notwithstanding the appointment of
a Chapter 11 trustee for CFG Peru (the 'Chapter 11 Trustee') and
the Moving Debtors' repeated promise of a forensic report allegedly
being prepared by RSM Corporate Advisory (Hong Kong) ('RSM
Report'), ten months into these Cases, none of these concerns have
been addressed in any meaningful way and Maybank's requests for
information and explanation in relation to ongoing concerns have
been met with little to no response. The Ng family has failed to
take advantage of the precious opportunity afforded them during the
first ten months of these Cases to take steps to repair the damaged
relationships with Maybank and many of their other lenders. They
failed to take even a first step and time has now run out."

             About China Fishery Group Limited (Cayman)

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

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

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

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


CHINA INFORMATION TECH: UHY LLP Raises Going Concern Doubt
----------------------------------------------------------
China Information Technology, Inc., filed with the U.S. Securities
and Exchange Commission its annual report on Form 20-F, disclosing
a net loss of $18.52 million on $10.19 million of total revenue for
the year ended December 31, 2016, compared to a net loss of $7.19
million on $10.28 million of total revenue for the year ended
December 31, 2015.

UHY LLP states that the Company incurred net losses from continuing
operations and had a significant accumulated deficit that raises
substantial doubt about its ability to continue as a going concern.


The Company's balance sheet at December 31, 2016, showed total
assets of $34.29 million, total liabilities of $21.48 million, and
a stockholders' equity of $12.80 million.

A full-text copy of the Company's Form 20-F is available at:

                     http://bit.ly/2r6w7kq

China Information Technology, Inc., is a provider of cloud-app
technologies for Smart City IoT platforms, digital advertising
delivery, and other internet-based information distribution systems
in China.



CIBER INC: Creditors Panel Hires BDO as Financial Advisor
---------------------------------------------------------
The Official Committee of Unsecured Creditors of CIBER, Inc., et
al., seeks authorization from the U.S. Bankruptcy Court for the
District of Delaware to retain BDO Consulting as financial advisor
for the Committee, nunc pro tunc to April 21, 2017.

The Committee requires BDO to:

     a. analyze the financial operations of the Debtors pre and
post-petition, as necessary;

     b. analyze the financial ramifications of any proposed
transactions for which the Debtors seek Bankruptcy Court approval
including, but not limited to, post-petition financing, sale of all
or a portion of the Debtors' assets, retention of management and/or
employee incentive and severance plans;

     c. conduct any requested financial analysis including
verifying the material assets and liabilities of the Debtors, as
necessary, and their values;

     d. assist the Committee in its review of monthly statements of
operations submitted by the Debtors;

     e. perform claims analysis for the Committee;

     f. assist the Committee in its evaluation of cash flow and/or
other projections prepared by the Debtors;

     g. scrutinize cash disbursements on an on-going basis for the
period subsequent to the commencement of these cases;

     h. perform forensic investigating services, as requested by
the Committee and counsel, regarding pre-petition activities of the
Debtors in order to identify potential causes of action, including
investigating intercompany transfers, improvements in position,
preferences, and fraudulent transfers;

     i. analyze transactions with insiders, related and/or
affiliated companies;

     j. analyze transactions with the Debtors' financing
institutions;

     k. attend meetings of creditors and conference calls with
representatives of the creditor groups and their counsel;

     l. prepare certain valuation analyses of the Debtors'
businesses and assets using various professionally accepted
methodologies;

     m. monitor the Debtors' sales process, assist the Committee in
evaluating sales proposals and alternatives, and attend any
auctions of the Debtors' assets;

     n. evaluate financing proposals and alternatives proposed by
the Debtors for debtor-in-possession financing, use of cash
collateral, exit financing and capital raising supporting any plan
of reorganization;

     o. assist the Committee in its review of the financial aspects
of a plan of reorganization or liquidation submitted by the Debtors
and perform any related analyses, specifically including
liquidation analyses and feasibility analyses and evaluate best
exit strategy;

     p. assist the Committee in evaluating any tax issues that may
arise, if necessary;

     q. assist counsel in preparing for any depositions and
testimony, as well as prepare for and provide expert testimony at
depositions and court hearings, as requested; and

     r. perform other necessary services as the Committee or the
Committee's counsel may request from time to time with respect to
the financial, business and economic issues that may arise.

BDO will be paid at these hourly rates:

     Partners/Managing Directors       $475-$795
     Directors/Sr. Managers            $375-$550
     Managers/Vice Presidents          $325-$460
     Seniors/Analysts                  $200-$350
     Staff                             $150-$225

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

David E. Berliner, partner in the firm of BDO Consulting, a
Division of BDO USA, LLP, assured the Court that the firm is a
"disinterested person" as the term is defined in Section 101(14) of
the Bankruptcy Code and does not represent any interest adverse to
the Debtors and their estates.

BDO can be reached at:

     David E. Berliner
     BDO Consulting
     100 Park Avenue
     New York, NY 10017
     Tel: 212-885-8347
     E-mail: dberliner@bdo.com

                           About CIBER Inc.

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

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

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

The Hon. Brendan Linehan Shannon presides over the case.

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

An official committee of unsecured creditors has been appointed in
the chapter 11 case.


CIBER INC: Creditors Panel Hires Perkins Coie as Attorneys
----------------------------------------------------------
The Official Committee of Unsecured Creditors of CIBER, Inc., et
al., seeks authorization from the U.S. Bankruptcy Court for the
District of Delaware to employ Perkins Coie, LLP attroney for the
Committee, nunc pro tunc to April 19, 2017.

The Committee requires Perkins Coie to:

      a. advise and consult the Committee with respect to the
Debtors' administration of these chapter 11 cases;

      b. attend meetings and negotiate with representatives of the
Debtors, creditors (including secured and unsecured creditors) and
other parties in interest;

      c. advise and counsel the Committee in connection with any
contemplated sales of assets, disposition of assets, or business
combinations;

      d. advise the Committee on matters relating to the
assumption, rejection, or assignment of unexpired leases and
executory contracts;

      e. assist and advise the Committee in its examination and
analysis of the conduct of the Debtors' affairs;

      f. assist the Committee in the review, analysis, and
negotiation of any financing or funding agreements;

      g. take all necessary actions to protect and preserve the
interests of the Committee, including, without limitation, the
prosecution of actions on its behalf, negotiations concerning all
litigation in which the Debtors are involved, and reviewing and
analyzing of all claims filed against the Debtors' estates;

      h. analyze, advise, negotiate, and prepare on the Committee's
behalf, if necessary and advisable under the circumstances, a
chapter 11 plan, related disclosure statement, and all related
agreements and documents and take any necessary action on the
Committee's behalf with respect to any proposed plan;

      i. appear and advance the Committee's interests before this
Court, any appellate courts, and the US Trustee;

      j. prepare on behalf of the Committee all necessary motions,
applications, answers, orders, reports, and papers in support of
positions taken by the Committee; and

      k. perform all other reasonable and necessary legal services
on behalf of the Committee in these cases.

Perkins Coie will be paid at these hourly rates:

       Partners and Senior Counsel       $650-$985
       Counsel and Associates            $420-$725
       Paraprofessionals                 $250-$335

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

John D. Penn, Esq., partner at Perkins Coie, LLP, assured the Court
that the firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code and does not represent any
interest adverse to the Debtors and their estates.

Perkins Coie can be reached at:

       John D. Penn, Esq.
       Schuyler G. Carroll
       Tina N. Moss
       Perkins Coie, LLP
       30 Rockefeller Plaza, 22nd Floor
       New York, NY 10112
       Phone: 212-262-6900
       Fax: 212-977-1649
       Email: JPenn@perkinscoie.com
              SCarroll@perkinscoie.com
              TMoss@perkinscoie.com
       
                             About CIBER Inc.

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

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

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

The Hon. Brendan Linehan Shannon presides over the case.

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

An official committee of unsecured creditors has been appointed in
the chapter 11 case.


CIBER INC: Creditors Panel Hires Shaw Fishman as Co-Counsel
-----------------------------------------------------------
The Official Committee of Unsecured Creditors of CIBER, Inc., et
al., seeks authorization from the U.S. Bankruptcy Court for the
District of Delaware to retain Shaw Fishman Glantz & Towbin LLC as
co-counsel for the Committee, nunc pro tunc to April 19, 2017.

The Committee requires Shaw Fishman to:

     a. provide legal advice as necessary with respect to the
Committee's powers and duties as an official committee appointed
under Bankruptcy Code section 1102;

     b. assist the Committee in investigating the acts, conduct,
assets, liabilities, and financial condition of the Debtor, the
operation of the Debtor's business, potential claims, and any other
matters relevant to the case, to the sale of assets, or to the
formulation of a plan of reorganization or liquidation (a "Plan");

     c. participate in the formulation of a Plan;

     d. provide legal advice as necessary with respect to any
disclosure statement and Plan filed in this case and with respect
to the process for approving or disapproving disclosure statements
and confirming or denying confirmation of a Plan;

     e. prepare on behalf of the Committee, as necessary,
applications, motions, objections, complaints, answers, orders,
agreements, and other legal papers;

     f. appear in Court to present necessary motions, applications,
objections, and pleadings, and otherwise protecting the interests
of those represented by the Committee;

     h. assist the Committee in requesting the appointment of a
trustee or examiner, should such action be necessary; and

     i. perform such other legal services as may be required and as
are in the best interests of the Committee and creditors.

Shaw Fishman will be paid at these hourly rates:

     Members                  $390-$725
     Of Counsel               $395-$475
     Associates               $270-$365
     Paralegals               $145-$220

Shaw Fishman has advised the Committee that it has agreed to
discount the rates charged by its Members for service to the
Committee.

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

Thomas M. Horan, Esq., member of the firm of Shaw Fishman Glantz &
Towbin LLC, assured the Court that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code and does not represent any interest adverse to the Debtors and
their estates.

Shaw Fishman can be reached at:

      Thomas M. Horan, Esq.
      Shaw Fishman Glantz & Towbin LLC
      300 Delaware Avenue, Suite 1370
      Wilmington, DE 19801
      Phone: (302) 480-9412
      E-mail: thoran@shawfishman.com
    
                    About CIBER Inc.

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

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

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

The Hon. Brendan Linehan Shannon presides over the case.

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

An official committee of unsecured creditors has been appointed in
the chapter 11 case.


CLOUD CRANE: S&P Affirms 'B' CCR; Outlook Stable
------------------------------------------------
S&P Global Ratings affirmed its 'B' corporate credit rating on
Cloud Crane LLC.  The outlook is stable.

Cloud Crane announced its intention to issue $75 million of
incremental second-lien notes due in 2024 to fund its previously
announced acquisition of Coast Crane.

"At the same time, we affirmed our 'B' issue-level rating on the
company's second-priority notes due in 2024 and revised our
recovery rating to '4' from '3' to reflect the increase in the
company's debt from the incremental notes.  The '4' recovery rating
reflects our expectation for average recovery (30%-50%; rounded
estimate: 45%) in the event of a payment default," said S&P Global
Ratings credit analyst Tyrell Peebles.

The stable outlook on Cloud Crane reflects S&P's expectation that
the company will benefit from modest growth in U.S. nonresidential
construction spending and relative stabilization in its power and
energy end markets in 2017.  As a result, S&P expects the company
will improve its total debt to EBITDA to the low- to mid-5x range
and maintain FFO to total debt around 12% over the next 12-18
months.  In addition, S&P expects the company to generate minimal
FOCF given its expectation of continued investment in its equipment
fleet.

S&P could lower its rating on Cloud Crane over the next 12-18
months if significant deterioration in end markets results in
15%-20% revenue declines and/or margins compression to the low-20%
area on a sustained basis.  S&P could also lower its rating if the
company's capital spending and acquisition activities are more
aggressive than anticipated, leading to adjusted debt to EBITDA
above 6x on a sustained basis.

S&P could raise its rating on Cloud Crane by one notch if the
company's long-term competitiveness remains good and S&P forecasts
that its credit measures will improve.  Specifically, if S&P
expects that Cloud Crane's total debt to EBITDA will fall to around
4x, its FFO to debt will increase to more than 20%, and its FOCF to
debt will rise to more than 5% on a sustained basis -- and S&P
believes that the company's financial policies will support these
credit measures -- S&P could raise the rating.


COMBIMATRIX CORP: Reports Q1 2017 Financial and Operating Results
-----------------------------------------------------------------
CombiMatrix Corporation, a family health molecular diagnostics
company specializing in DNA-based reproductive health and pediatric
testing services, announced financial results for the three months
ended March 31, 2017, and provides a business update.

"We are delighted to be reporting another quarter of exceptional
financial and operational performance," said Mark McDonough,
CombiMatrix president and CEO.  "Revenues increased 27%
year-over-year to $3.8 million, driven by a 32% increase in our
reproductive health segment.  Gross margin on diagnostic services
improved to 59.9% from 51.6% a year ago, cash collections reached a
record $3.4 million, and net loss decreased to $518,000, a nearly
$1 million improvement from the prior year.  We believe that we are
tracking very well toward reaching our goal of positive cash flows
from operations by the fourth quarter of 2017.

"Since complementing our reproductive health offering with in vitro
fertilization testing in early 2015, we have reported record
revenues for our reproductive health segment in each consecutive
quarter," he added.  "Over the past several years we have
consistently delivered on our strategic objectives.  Our many
accomplishments include upgrading the talent within our sales
organization, introducing new products, providing clinical
validation for our testing that supports physician adoption and
payor reimbursement, and increasing covered lives under payor
contracts.  Our continuous improvement in billing and collections
processes coupled with our focus on delivering high-reimbursed and
self-paid diagnostic tests have resulted in record cash
collections.  This tight execution on virtually every aspect of our
business plan is resulting in quarter after quarter of improvements
in key metrics, putting us on what we believe is a path toward
sustained profitability."

Total revenues for the first quarter of 2017 increased 27% to $3.8
million from $3.0 million for the first quarter of 2016.  The
increase in the 2017 quarter was driven by higher test volumes
across all testing segments and improved reimbursement resulting in
higher average revenue per test across all segments. Reproductive
health diagnostic test revenues, which include prenatal,
miscarriage analysis and PGS testing, increased 32% to $2.9 million
while testing volumes increased 15% to 1,642.

Total operating expenses were $4.3 million for the first quarter of
2017 compared with $4.4 million for the prior-year comparable
period.  The decrease was due primarily to lower sales and
marketing expenses related to optimized headcount in the field,
partially offset by higher general and administrative expenses
associated primarily with increased management bonus accruals. Cost
of services increased due to higher test volumes.  Gross margin
improved to 59.9% for the first quarter of 2017 from 51.6% in the
prior-year comparable period.

The net loss attributable to common stockholders for the first
quarter of 2017 was $518,000, or $0.19 per share.  This compares
with a net loss attributable to common stockholders for the first
quarter of 2016 of $3.1 million, or $3.63 per share, which
reflected one-time, non-cash charges of $1.9 million related to
deemed dividends from the issuance of Series F convertible
preferred stock and warrants in the $8.0 million public offering
that closed in March 2016.  This increase was partially offset by
the reversal of the $890,000 Series E deemed dividend recognized in
2015 from the repurchase of those securities upon closing of a
public offering, partially reduced by the $656,000 deemed dividend
paid to the Series E investors in February 2016.

The Company reported $3.2 million in cash, cash equivalents and
short-term investments as of March 31, 2017, compared with $3.7
million as of Dec. 31, 2016.  The Company used $495,000 in cash to
fund operating activities during the first quarter of 2017,
compared with $1.7 million to fund operating activities during the
first quarter of 2016.  The significant decrease in cash used to
fund operating activities in the first quarter of 2017 resulted
primarily from improved cash reimbursement of $3.4 million for the
three months ended March 31, 2017, compared with $2.5 million for
the three months ended March 31, 2016.

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

                    https://is.gd/88aiU4
   
                     About Combimatrix

Irvine, California-based CombiMatrix Corporation specializes in
pre-implantation genetic screening, miscarriage analysis, prenatal
and pediatric healthcare, offering DNA-based testing for the
detection of genetic abnormalities beyond what can be identified
through traditional methodologies.  Its clinical lab and corporate
offices are located in Irvine, California.

CombiMatrix reported a net loss attributable to common stockholders
of $5.78 million on $12.86 million of total revenues for the year
ended Dec. 31, 2016, compared to a net loss attributable to common
stockholders of $7.65 million on $10.08 million of total revenues
for the year ended Dec. 31, 2015.


CONCENTRA INC: S&P Affirms 'B+' CCR & Revises Outlook to Stable
---------------------------------------------------------------
S&P Global Ratings affirmed its 'B+' corporate credit rating and
issue-level rating on Concentra Inc. and revised the outlook to
stable from negative.

"The outlook revision on Concentra is in conjunction with our
outlook revision to stable on Concentra's parent company, Select
Medical," said S&P Global Ratings credit analyst Elan Nat.

This action follows Select's recent success in mitigating the
negative impact of the new reimbursement environment that went into
effect in 2016, when reimbursement of LTAC services at the
attractive LTAC-specific rate narrowed to patients meeting more
stringent criteria.  S&P is more certain that Select can maintain
stable EBITDA margins of about 17%, along with healthy free cash
flow, which results in adjusted debt leverage declining below 5x in
2017 and generally remaining between 4x-5x.

S&P believes that Concentra is strategically important to the
group.  While Concentra's debt facilities are nonrecourse to
Select, S&P believes that Select's management will support
Concentra under most circumstances because Concentra complements
Select's existing outpatient rehabilitation business, especially
following Select's early 2016 acquisition of Physiotherapy
Associates; Concentra diversifies Select away from the LTAC sector,
which has come under pressure and reduces Select's exposure to
Medicare; and because Select consolidates Concentra into its
financial statements.  The combined group credit profile of Select
and Concentra is 'B+'.

The stable outlook on Concentra is based on S&P's expectations for
Concentra and reflects the outlook on parent company, Select
Medical Corp.  S&P expects both the parent and Concentra to
generate stable EBITDA margins and good free cash flow and maintain
adjusted debt leverage between 4x-5x over the next two years.

S&P could lower the rating if operating weakness at Select or
Concentra causes free cash flow generation to become materially
impaired in the near term.  This could occur if Select's EBITDA
margins contract by about 260 basis points, possibly stemming from
weaker-than-expected patient volume and intensifying reimbursement
pressure, coupled with increased labor costs and other operating
expenses, or if Select were to allocate free cash flow primarily
for shareholder returns.  Alternatively, S&P could lower its rating
on Concentra if S&P sees meaningful risk that its leverage will
remain above 5x for a sustained period.  This could occur if
Concentra experiences increasing competition, a cyclical downturn,
or reimbursement pressure, such that EBITDA generation declines by
about 35%.

While unlikely over the next year, S&P could raise its rating on
Concentra if S&P gains confidence that both Concentra and the
consolidated entity will maintain leverage below 4x on a sustained
basis.


COSI INC: Plan Takes Effect, Exits Chapter 11 Bankruptcy
--------------------------------------------------------
Cosi, Inc., the fast-casual restaurant company disclosed that its
Chapter 11 First Amended Joint Plan of Reorganization, which was
confirmed by the United States Bankruptcy Court for the District of
Massachusetts (Eastern Division) on April 25, 2017, has gone
effective on May 10, 2017, and the Company has emerged from
bankruptcy as a private company.  The new restructured entity is
now owned by MILFAM II L.P., AB Value Partners, LP, AB Value
Management LLC and AB Opportunity Fund LLC.  

"We have an energized team, a much stronger capital structure and a
solid base of restaurants," declared Vicki Baue, the Company's Vice
President.  "A number of initiatives are underway, with a focus on
delivering outstanding guest experiences and improving quality and
execution," Ms. Baue went on to say.  

"We would like to thank all of our customers, employees,
franchisees and vendors who continued to be a part of Cosi through
this phase, and we are excited about this next chapter of Cosi
history," stated Ms. Baue.  

                      About Cosi Inc.

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

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

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

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

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

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


CRAPP FARMS: Seeks to Hire Krekeler Strother as Legal Counsel
-------------------------------------------------------------
Crapp Farms Partnership seeks approval from the U.S. Bankruptcy
Court for the Western District of Wisconsin to hire legal counsel
in connection with its Chapter 11 case.

The Debtor proposes to hire Krekeler Strother, S.C. to, among other
things, give legal advice regarding its duties under the Bankruptcy
Code, assist in the negotiations of financing deals and debt
restructuring, and give advice on any potential sale of its
assets.

The hourly rates charged by the firm are:

     J. David Krekeler    $378
     Kristin Sederholm    $250
     Eliza Reyes          $250
     Jennifer Schank      $175
     Cheryl Watson        $115

Kristin Sederholm, Esq., a shareholder of Krekeler Strother,
disclosed in a court filing that the firm is "disinterested" as
defined in section 101(14) of the Bankruptcy Code.

The firm can be reached through:

     Kristin J. Sederholm, Esq.
     Krekeler Strother, S.C.
     2901 West Beltline Highway, Suite 301
     Madison, WI 53713
     Tel: (608) 258-8555
     Fax: (608) 258-8299
     Email: ksederho@ks-lawfirm.com

                  About Crapp Farms Partnership

Crapp Farms Partnership is a large farming operation that includes
growing and selling crops, raising livestock, and providing farm
trucking and excavating services to third-party customers.  The
farming operation is located in Potosi, Wisconsin.

The Debtor sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. W.D. Wis. Case No. 17-11601) on May 3, 2017.  The
petition was signed by Darell C. Crap, partner.  

At the time of the filing, the Debtor estimated its assets and
debts at $10 million to $50 million.  

The case is assigned to Judge Catherine J. Furay.


CRYOPORT INC: Incurs $1.78 Million Net Loss in First Quarter
------------------------------------------------------------
Cryoport, Inc., filed with the Securities and Exchange Commission
its quarterly report on Form 10-Q disclosing a net loss of $1.78
million on $2.71 million of revenues for the three months ended
March 31, 2017, compared to a net loss of $2.71 million on $1.55
million of revenues for the same period in 2015.

As of March 31, 2017, Cryoport had $18.90 million in total assets,
$2.83 million in total liabilities and $16.06 million in total
stockholders' equity.

As of March 31, 2017, the Company had cash and cash equivalents of
$14.5 million and working capital of $13.8 million.  Historically,
the Company has financed its operations primarily through sales of
its debt and equity securities.

For the three months ended March 31, 2017, the Company used
$829,900 of cash for operations primarily as a result of the net
loss of $1.8 million offset by non-cash expenses of $925,400
primarily comprised of depreciation and amortization, stock-based
compensation expense, and loss on disposal of fixed assets.  Also
contributing to the cash impact of our net operating loss
(excluding non-cash items) was an increase in accounts receivable
of $272,400 as a result of an increase in sales offset by an
increase in accounts payable and other accrued expenses and accrued
compensation of $324,100.  

Net cash used in investing activities of $641,300 during the three
months ended March 31, 2017, was primarily due to the purchase of
Cryoport Express CXVC1 Shippers, Smart Pak IITM Condition
Monitoring Systems and computer equipment as well as legal expenses
incurred for trademark applications.

Net cash provided by financing activities totaled $11.5 million
during the three months ended March 31, 2017, and resulted from net
proceeds from the common stock offering, offset by the repayment of
related party notes of $92,400.

The Company's management believes that, based on its current plans
and assumptions, the current cash on hand, together with projected
cash flows, will satisfy the Company's operational and capital for
at least the next twelve months.  The Company's management
recognizes that the Company may need to obtain additional capital
to fund its operations until sustained profitable operations are
achieved.  Additional funding plans may include obtaining
additional capital through equity and/or debt funding sources.  No
assurance can be given that additional capital, if needed, will be
available when required or upon terms acceptable to the Company.

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

                    https://is.gd/UmovpR

                      About Cryoport

Lake Forest, Calif.-based CryoPort, Inc. (OTC BB: CYRX) provides
comprehensive solutions for frozen cold chain logistics, primarily
in the life science industries.  Its solutions afford new and
reliable alternatives to currently existing products and services
utilized for bio-pharmaceuticals and biologics, including in-vitro
fertilization, cell lines, vaccines, tissue and other commodities
requiring a reliable frozen solution.

Cryoport reported a net loss attributable to common stockholders of
$15.05 million on $5.88 million of revenues for the year ended
March 31, 2016, compared to a net loss attributable to common
stockholders of $12.2 million on $3.93 million of revenues for the
year ended March 31, 2015.

KMJ Corbin & Company LLP, in Costa Mesa, California, issued a
"going concern" qualification on the consolidated financial
statements for the year ended March 31, 2016, citing that
the Company has recurring operating losses from inception and has
used substantial amounts of working capital in its operations.
Although the Company has cash and cash equivalents of $2.8 million
at March 31, 2016, management has estimated that cash on hand will
only be sufficient to allow the Company to continue its operations
through the third quarter of fiscal 2017.  These matters raise
substantial doubt about the Company's ability to continue as a
going concern, the auditors said.


DEAN FOODS: S&P Raises CCR to 'BB; Outlook Stable
-------------------------------------------------
S&P Global Ratings raised the corporate credit rating on
Dallas-based Dean Foods Co. to 'BB' from 'BB-'.  The outlook is
stable.

At the same time, S&P raised the issue-level rating on their
$450 million revolving facility to 'BBB-' from 'BB+'.  The recovery
rating remains '1', indicating S&P's expectation for a very high
(90%-100%; rounded estimate: 95%) recovery in the event of payment
default.

S&P also raised the issue-level rating on the $700 million
unsecured notes to 'BB' from 'BB-'.  The recovery rating remains
'3', indicating S&P's expectation for a meaningful recovery
(50%-70%; rounded estimate: 60%) in the event of payment default.

S&P also raised the issue level rating on legacy Dean Foods Co.
$150 million senior unsecured debt to 'B+' from 'B'.  The recovery
rating remains '6', indicating S&P's expectation for a negligible
(0%-10%; rounded estimate: 0%) recovery in the event of payment
default.

As of March 31, 2017, Dean Foods had approximately $891.6 million
of reported debt outstanding.

"The upgrade reflects the company's sustained leverage at fairly
moderate levels as well as our opinion that the company has taken
meaningful steps (primarily reducing fixed costs) to reduce its
balance sheet exposure to inflationary milk price cycles," said S&P
Global Ratings credit analyst Francis Cusimano.  Dean Foods has
increased EBITDA twofold from the prior milk inflation cycle in
2014, resulting in debt to EBITDA improving to 2.7x as of
March 31, 2017, from 4.7x at the prior cyclical peak in 2014.  In
addition, the company has implemented various cost cutting
initiatives, including plant rationalizations and distribution
efficiencies that delivered $80 million in annual savings in 2016
growing to $100 million in annual savings expected in 2017.
Meanwhile, the company is improving--albeit only modestly--its
product mix away from commodity fluid milk with branded products
like Dairy Pure (an extended-shelf-life national brand), Tru-Moo
flavored chocolate milk and Friendly's branded ice cream.  This,
coupled with pricing actions taken in the second quarter, should
allow the company to maintain leverage well below 3x during the
current inflationary milk cycle, during which S&P projects 2017
milk prices will peak near $17 compared with last-year levels of
about $16.40.  Moreover, S&P estimates the company could maintain
peak leverage near 3x on temporary basis in more severe cycles,
during which peak-to-trough EBITDA could decline by as much as $100
million.  S&P believes this diminished degree of leverage
sensitivity to milk prices warrants an upgrade.

The stable outlook reflects S&P's belief that while milk prices are
expected to remain closer to $17 per cwt in 2017, the company's
leaner cost structure and recent pricing actions should mute the
impact of higher milk costs, such that credit measures should stay
well within S&P's anticipated ranges for the ratings. This includes
a modest erosion in debt to EBITDA to about 2.6x in fiscal 2017,
likely improving thereafter as milk cost inflation abates.

S&P could lower the ratings if earnings volatility is higher than
expected, resulting in leverage of well over 3x on a sustained
basis.  This could occur if Class One milk prices S&P was to again
return to well over $20 per hundredweight (cwt) without enough
corresponding pricing to offset the inflation.  S&P could also
consider a downgrade if the company makes a large debt-financed
acquisition causing leverage to be sustained above 3x.

S&P could consider an upgrade if the company was to significantly
diversify its product offerings away from milk-based products,
thereby lowering its exposure to milk price volatility, or
expanding its operations to significantly diversify its geographic
presence.  While unlikely over the next 12 months due to the
company's strategy of pursuing bolt-on acquisitions and the
inflationary milk environment, S&P could also consider an upgrade
if the company were to sustain debt to EBITDA below 1.5x and commit
to maintaining leverage in that range.


DEWEY & LEBOEUF: Steven DiCarmine's Role in Fraud Minimal
---------------------------------------------------------
Jody Godoy, writing for Bankruptcy Law360, reports that prosecutors
called at the outset of the trial former Dewey & LeBoeuf Executive
Director Steven DiCarmine's role in the alleged fraud minimal.

                    About Dewey & LeBoeuf

Dewey & LeBoeuf LLP sought Chapter 11 bankruptcy (Bankr. S.D.N.Y.
Case No. 12-12321) in 2012 to complete the wind-down of its
operations.  The Firm had struggled with high debt and partner
defections.  Dewey disclosed debt of $245 million and assets of
$193 million in its Chapter 11 filing late evening on May 29,
2012.

Dewey & LeBoeuf LLP operated as a prestigious, New York City-
based, law firm that traced its roots to the 2007 merger of Dewey
Ballantine LLP -- originally founded in 1909 as Root, Clark & Bird
-- and LeBoeuf, Lamb, Green & MacCrae LLP originally founded in
1929.  In recent years, more than 1,400 lawyers worked at the firm
in numerous domestic and foreign offices.

At its peak, Dewey employed about 2,000 people with 1,300 lawyers
in 25 offices across the globe. When it filed for bankruptcy,
only 150 employees were left to complete the wind-down of the
business.

Dewey's offices in Hong Kong and Beijing are being wound down.
The partners of the separate partnership in England are in process
of winding down the business in London and Paris, and
administration proceedings in England were commenced May 28.  All
lawyers in the Madrid and Brussels offices have departed.  Nearly
all of the lawyers and staff of the Frankfurt office have departed,
and the remaining personnel are preparing for the closure.  The
firm's office in Sao Paulo, Brazil, is being prepared for closure
and the liquidation of the firm's local affiliate.  The partners of
the firm in the Johannesburg office, South Africa, are planning to
wind down the practice.

The firm's ownership interest in its practice in Warsaw, Poland,
was sold to the firm of Greenberg Traurig PA on May 11 for $6
million.  The Pension Benefit Guaranty Corp. took $2 million of the
proceeds as part of a settlement.

Judge Martin Glenn oversees the case.  Albert Togut, Esq., at
Togut, Segal & Segal LLP, represents the Debtor.  Epiq Bankruptcy
Solutions LLC serves as claims and notice agent.  The petition was
signed by Jonathan A. Mitchell, chief restructuring officer.

JPMorgan Chase Bank, N.A., as Revolver Agent on behalf of the
lenders under the Revolver Agreement, hired Kramer Levin Naftalis &
Frankel LLP.  JPMorgan, as Collateral Agent for the Revolver
Lenders and the Noteholders, hired FTI Consulting and Gulf Atlantic
Capital, as financial advisors.  The Noteholders hired Bingham
McCutchen LLP as counsel.

The U.S. Trustee formed two committees -- one to represent
unsecured creditors and the second to represent former Dewey
partners.  The creditors committee hired Brown Rudnick LLP led by
Edward S. Weisfelner, Esq., as counsel.  The Former Partners hired
Tracy L. Klestadt, Esq., and Sean C. Southard, Esq., at Klestadt &
Winters, LLP, as counsel.

FTI Consulting, Inc., was appointed secured lender trustee for the
Secured Lender Trust.  Alan Jacobs of AMJ Advisors LLC, was named
Dewey's liquidation trustee.  Scott E. Ratner, Esq., Frank A.
Oswald, Esq., David A. Paul, Esq., Steven S. Flores, Esq., at
Togut, Segal & Segal LLP, serve as counsel to the Liquidation
Trustee.

Dewey's liquidating Chapter 11 plan was approved by the bankruptcy
court in February 2013 and implemented in March.  The plan created
a trust to collect and distribute remaining assets.  The firm
estimated that midpoint recoveries for secured and unsecured
creditors under the plan would be 58.4 percent and 9.1%,
respectively.


DEXTERA SURGICAL: Reports 2017 Third Quarter Financial Results
--------------------------------------------------------------
Dextera Surgical Inc. announced financial results for its fiscal
third quarter and nine months ended March 31, 2017.  Management
held a conference call on May 4, 2017, to discuss financial results
and provide an update on the Company's business.

"Product sales for the third quarter were approximately $1 million,
favorably impacted by the initiation of sales in Spain as well as
an uptick in our cardiac products," said Julian Nikolchev,
president and CEO of Dextera Surgical Inc.  "Looking ahead, we see
increasing demand for the MicroCutter in both Europe and the United
States."

Recent Highlights and Accomplishments:

   * Dextera Surgical and B. Braun Surgical S.A. held a video-
     assisted thoracic surgery (VATS) symposium for leading
     thoracic surgeons in Spain detailing the use and benefits of
     the MicroCutter 5/80 with complementary VATS instrumentation
     from B. Braun Surgical S.A. Forty-eight surgeons from 24
     institutions performing VATS in Spain attended the symposium,
     which included a lecture from Shanda Blackmon, M.D., M.P.H,
     of the Mayo Clinic, William Walker, F.R.C.S., of the Royal
     Infirmary of Edinburgh and Raul Embun, M.D., Ph.D., of the
     Universitario Miguel Servet presenting techniques for
     including the MicroCutter in VATS procedures.

   * Marco Nardini, M.D., from James Cook University Hospital in
     Middlesbrough, UK, presented the latest data on the results
     of 82 patients undergoing Microlobectomy.  The data
     demonstrated that for Microlobectomy procedures, the median
     hospital stay is reduced by at least two days when compared
     to traditional open lobectomy procedures, with over 20
     percent of patients going home the day after surgery.

     For the 82 patients undergoing a Microlobectomy, the median
     length of hospital stay was three days, with 17 patients
    (20.7%) discharged the day after surgery and an additional 14
     patients (17%) discharged two days after surgery.  Data were
     presented at the Scandinavian Society for Research in
     Cardiothoracic Surgery 2017 held in Geilo, Norway.

   * Continued the co-development program with Intuitive Surgical
     to develop a surgical stapler and cartridge for use with
     Intuitive's da Vinci Surgical System.

   * Enrolled additional patients and added new sites for the
     MicroCutter-Assisted Thoracic Surgery Hemostasis (MATCH)
     post-market surveillance registry to evaluate the hemostasis
     and ease-of-use for the MicroCutter 5/80.  This is a
     prospective, open-label, multi-center registry.  Dextera
     Surgical expects to enroll up to 120 patients requiring
     surgical stapling during a lobectomy or segmentectomy at
     leading centers in the U.S. and Europe.

Total product sales were approximately $1.0 million for the fiscal
2017 third quarter compared with $0.5 million for the same quarter
of fiscal 2016.  MicroCutter sales were approximately $516,000 in
the fiscal 2017 third quarter compared to $19,000 in the comparable
quarter last year and $284,000 in the second quarter of this fiscal
year, demonstrating positive uptake and in line with the forecast
in Dextera's corporate update press release on
Jan. 5, 2017.  Total revenue was approximately $1.1 million for the
fiscal 2017 third quarter compared with approximately $1.9 million
for the fiscal 2016 third quarter.  Total revenue for the third
quarter of fiscal 2016 included approximately $1.4 million in
license revenue from the extension of Dextera Surgical's agreement
with Intuitive Surgical.

Total operating costs and expenses for the fiscal 2017 third
quarter were $5.5 million, compared with $4.8 million for the same
period of fiscal 2016.  Cost of product sales was approximately
$1.3 million compared with $0.9 million for the same period of
fiscal 2016. Research and development expenses were $2.0 million
for the fiscal 2017 third quarter, compared with $1.6 million for
the fiscal 2016 third quarter.  Selling, general and administrative
expenses were $2.1 million for the fiscal 2017 third quarter,
compared with $2.3 million for the fiscal 2016 third quarter.

The net loss for the fiscal 2017 third quarter was approximately
$4.5 million, or $0.50 per share, compared with a net loss of
approximately $3.0 million, or $0.34 per share, for the fiscal 2016
third quarter.

Cash, cash equivalents and investments, as of March 31, 2017, were
approximately $2.5 million, compared with approximately $5.8
million at Dec. 31, 2016.  As of March 31, 2017, there were
approximately 8.9 million shares of common stock outstanding and
191,474 shares of Series A convertible preferred stock
outstanding.

For the fourth quarter of fiscal 2017 ending June 30, 2017, Dextera
expects to report MicroCutter product sales of $600,000 to
$700,000, as opposed to previous guidance of $700,000 to $800,000.
The revised guidance is due to a backorder on the blue reload
cartridge.  Total MicroCutter product sales for fiscal 2017 are
expected to be $1.4 million to $1.5 million

Milestones

Management's key objectives in the near term:

   * Secure the capital resources necessary to maximize the
     opportunity the company has in its markets;
   
   * Execute a strategic partnership by the end of the first
     quarter of the next fiscal year;

   * Optimize supply chain and establish production capacity of
     120 MicroCutters per week by the end of the fiscal year;
   
   * Complete enrollment of patients in the MATCH Registry Trial
     before the end of the third quarter of calendar 2017;
   
   * Expand MicroCutter indication to include liver in the U.S. by

     the end of calendar year 2017;
   
   * Demonstrate success in Spain with the B. Braun collaboration
     throughout calendar 2017; and
   
   * Continue advancement of co-development project with Intuitive

     Surgical to develop new robotic stapler based on MicroCutter
     technology.

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

                     https://is.gd/FM0Far

                     About Dextera Surgical

Dextera Surgical (Nasdaq:DXTR) designs and manufactures proprietary
stapling devices for minimally invasive surgical procedures.
Dextera Surgical also markets automated anastomosis devices for
coronary artery bypass graft (CABG) surgery on the market today:
the C-Port Distal Anastomosis Systems and PAS-Port Proximal
Anastomosis System.  These products are sold by Dextera Surgical
under the Cardica brand name.

Dextera reported a net loss of $15.98 million for the fiscal year
ended June 30, 2016, following a net loss of $19.18 million for the
year ended June 30, 2016.  As of Dec. 31, 2016, Dextera had $8.86
million in total assets, $8.45 million in total liabilities and
$418,000 in total stockholders' equity.

BDO USA, LLP, in San Jose, California, issued a "going concern"
qualification on the consolidated financial statements for the year
ended June 30, 2016, citing that the Company has suffered
recurring losses from operations that raise substantial doubt about
its ability to continue as a going concern.


DN REAL ESTATE: Taps Keller Williams as Real Estate Broker
----------------------------------------------------------
DN Real Estate Services & Acquisitions, LLC seeks approval from the
U.S. Bankruptcy Court for the Northern District of Georgia to hire
Keller Williams Realty Buckhead as real estate broker.

Keller Williams will assist the Debtor in the marketing and sale of
its property located at 2233 Chestnut Hill Circle, Decatur,
Georgia.  The listing price for the property is $189,900.

The firm will get a commission of 6% of the total sales price.  If
there is a buyer's broker, the commission will be divided equally
between the firm and the broker.

Brandi Hunter of Keller Williams disclosed in a court filing that
his firm does not represent any interest adverse to the Debtor.

The firm can be reached through:

     Brandi Hunter
     Keller Williams Realty Buckhead
     3650 Habersham Road NW
     Atlanta, GA 30305
     Phone: 404-604-3800
     Fax: 404-604-3801
     Email: bhunter@kw.com

                 About DN Real Estate Services

DN Real Estate Services & Acquisitions, LLC filed a Chapter 11
bankruptcy petition (Bankr. N.D. Ga. Case No. 17-55587) on March
28, 2017.  The petition was signed by Cortney Newmans, member.  The
Debtor disclosed total assets of $937,964 and total liabilities of
$1.12 million.

Slomka Law Firm represents the Debtor as counsel.


DN REAL ESTATE: To Hire Robbins Realty as Real Estate Broker
------------------------------------------------------------
DN Real Estate Services & Acquisitions, LLC seeks approval from the
U.S. Bankruptcy Court for the Northern District of Georgia to hire
a real estate broker.

The Debtor proposes to hire Robbins Realty to assist in the
marketing and sale of its property located at 761 Antone Street NW,
Atlanta, Georgia.  The listing price for the property is $365,000.

Robbins Realty will get a commission of 6% of the total sales
price.  If there is a buyer's broker, the commission will be
divided equally between the firm and the broker.

Thomas Hagan of Robbins Realty disclosed in a court filing that his
firm does not represent any interest adverse to the Debtor.

The firm can be reached through:

     Thomas Hagan
     Robbins Realty
     2513 Shallowford Road
     Building 200, Suite 102
     Marietta, GA 30066
     Phone: 770-971-5660
     Fax: 770-971-4091

                 About DN Real Estate Services

DN Real Estate Services & Acquisitions, LLC filed a Chapter 11
bankruptcy petition (Bankr. N.D. Ga. Case No. 17-55587) on
March 28, 2017.  The petition was signed by Cortney Newmans,
member.  The Debtor disclosed total assets of $937,964 and
total liabilities of $1.12 million.

Slomka Law Firm represents the Debtor as counsel.


DOWN HOUSE: U.S. Trustee Unable to Appoint Committee
----------------------------------------------------
The Office of the U.S. Trustee on May 10 disclosed in a court
filing that no official committee of unsecured creditors has been
appointed in the Chapter 11 case of Down House Ventures, LLC.

                   About Down House Ventures

Down House Ventures, LLC, based in Houston, Texas, filed a Chapter
11 petition (Bankr. S.D. Tex. Case No. 17-32089) on April 4, 2017.


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

The Hon. Jeff Bohm presides over the case. Reese W. Baker, Esq., at
Baker & Associates, LLP, serves as bankruptcy counsel.  The Debtor
hired Debbie Filipovitch of Amorcil Business Group, LLC as its
bookkeeper.


E. ALLEN REEVES: Taps Quaker City as Auctioneer
-----------------------------------------------
E. Allen Reeves, Inc. seeks approval from the U.S. Bankruptcy Court
for the Eastern District of Pennsylvania to hire an auctioneer.

The Debtor proposes to hire Quaker City Auctioneers, Inc. to hold a
public auction for its equipment, vehicles, furniture and other
assets.

The Debtor will pay the firm from the sale proceeds a 15% buyer's
premium for live buyers.  Meanwhile, the firm will be paid an 18%
buyer's premium for online buyers.

Stephen Comly, president of Quaker, disclosed in a court filing
that all employees, officers and directors of his firm are
"disinterested" as defined in section 101(14) of the Bankruptcy
Code.

The firm can be reached through:

     Stephen E. Comly
     Quaker City Auctioneers, Inc.
     2860 Memphis Street
     Philadelphia, PA 19134
     Phone: (215)426-5300
     Fax: (215)426-6897
     Email: lnfo@quakercityauction.com

                      About E. Allen Reeves

Founded in 1918, E. Allen Reeves, Inc. is a commercial and
residential contractor based in Abington, Pennsylvania.  E. Allen
Reeves sought protection under Chapter 11 of the Bankruptcy Code
(Bankr. E.D. Pa. Case No. 17-11354) on February 27, 2017.  The
petition was signed by Robert N. Reeves, Jr., president.

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 Ashely M. Chan.  The Debtor hired
Ciardi Ciardi & Astin, P.C. as legal counsel; Kreischer Miller as
accountant; and Davis Bucco, Esq., as special counsel.


EAST TEXAS HOME: Court Dismisses Cash Collateral Motion
-------------------------------------------------------
Judge Bill Parker of the U.S. Bankruptcy Court for the Eastern
District of Texas dismissed the Motion For Authority to Use Cash
Collateral filed by East Texas Home Health, Inc. since it fails to
comply with the Federal and/or Local Rules of Bankruptcy Procedure.
Specifically, the Debtor failed to serve pleading or summary of
same upon the complete matrix of creditors as currently constituted
by the Court on the date of service.

               About East Texas Home Health

East Texas Home Health, Inc., filed a Chapter 11 bankruptcy
petition (Bankr. E.D. Tex. Case No. 17-90059) on March 2, 2017.
Krista Jernigan, president, signed the petition.  At the time of
filing, the Debtor estimated less than $50,000 in assets and
liabilities.

The Debtor is represented by Samuel L. Milledge, at The Milledge
Law Firm.  The Debtor employs John M. Paschetag and The Application
Group, Inc as bookkeeper and accountant.


ECLIPSE RESOURCES: Reports First Quarter Net Income of $26.8M
-------------------------------------------------------------
Eclipse Resources Corporation announced its first quarter 2017
financial and operational results, along with updated guidance for
the second quarter of 2017 and full year 2017.  In conjunction with
thes release, the Company has posted an updated investor
presentation to its Web site http://www.eclipseresources.com/
with additional first quarter results and operational detail.

First Quarter 2017 Highlights:

   * Average net daily production was 290.0 MMcfe per day,
     exceeding the high end of the Company's previously issued
     production guidance range of 275 to 280 MMcfe per day.

   * Realized an average natural gas price, before the impact of
     cash settled derivatives and firm transportation expenses, of
     $3.17 per Mcf, a $0.15 discount to the average monthly NYMEX
     settled natural gas price during the quarter.

   * Realized an average oil price, before the impact of cash
     settled derivatives, of $46.13 per barrel, a $5.49 per barrel
     discount to the average WTI oil price during the quarter,
     exceeding the Company's previously issued oil differential
     guidance range of $7.50 to $8.50 per barrel.

   * Realized an average natural gas liquids price, before the
     impact of cash settled derivatives, of $25.66 per barrel, or
     approximately 50% of the average WTI oil price during the
     quarter, beating the Company's previously issued NGL
     differential guidance of 42% to 46% of the average WTI oil
     price.

   * Per unit cash production costs (including lease operating,
     transportation, gathering and compression, production and ad
     valorem taxes) were $1.43 per Mcfe and include $0.42 per Mcfe
     in firm transportation expenses, which was below the
     Company's previously issued operating expense guidance range
     of $1.65 to $1.70 per Mcfe.  

   * Net income for the first quarter of 2017 was $26.8 million;
     Adjusted EBITDAX1 for the first quarter of 2017 was $50.2
     million.

Subsequent to the end of the First Quarter:

   * The Company updated its Utica Dry Gas type curve assumptions,

     resulting in an increase in EUR of approximately 13% to
     approximately 2.2 Bcf per 1,000 foot of lateral based on the
     results of extended flow testing on its completed Dry Gas
     Utica Shale wells using the Company's "Gen3" completion
     design, which is expected to generate a before tax internal
     rate of return of approximately 70% at today's forward
     natural gas strip pricing.

   * The Company successfully drilled its newest record setting
    "Super-Lateral" well, the Great Scott 3H, with a total
     measured depth of 27,400 feet and completable lateral
     extension of 19,300 feet in less than 17 days from spud to TD
     in the Company's Utica Shale Condensate area.

   * The Company completed drilling its first of two planned
     Marcellus Shale Condensate wells with a completable lateral
     extension of 10,000 feet.

   * The Company finished completions operations on a seven well
     Dry Gas Utica pad testing several innovative "Gen4"
     completion techniques, including testing increased proppant
     levels, diversion chemicals and engineered frack stages.

   * The Company issued second quarter 2017 production and expense
     guidance and updated its full year production and expense
     guidance, resulting in an increase in its expected average
     daily production guidance range for 2017 to between 315 and
     320 MMcfe per day and a reduction in its 2017 per unit
     operating expenses for 2017 to between $1.40 and $1.50 per
     Mcfe.

Benjamin W. Hulburt, chairman, president and CEO, commented on the
Company's first quarter 2017 results, "This was another tremendous
quarter for us as we continued our track record of exceeding
production expectations, while expanding our operating margin
by keeping our per unit operating expenses and our general &
administrative expenses low.  This now marks the tenth consecutive
reporting period in which the Company has met or exceeded its
production and operating expense guidance, continuing our streak
representing every single reporting period since our initial public
offering in June of 2014.

"We have increased our Utica Dry Gas type curve expectations as a
result of the outperformance we have seen to date on our recent Dry
Gas type curve area wells.  These wells utilized our "Gen3"
completion design and managed pressure drawdown methodology.  The
Utica Dry Gas type curve area EUR has increased to 2.2 Bcfe per
1,000 foot of lateral or by approximately 13%.  The "Gen3" Dry Gas
wells we have tested to date are projected to exceed this new type
curve EUR, as they are on the eastern side of our Utica Shale Dry
Gas acreage, while our Utica Shale Dry Gas type curve is intended
to represent the mid-point of expected results rather than the
highest possible recovery we believe is possible.  However, as
excited as we are with these results, we continue to strive to be a
leader in innovation in our region.  As such, we have commenced a
series of trials on what may become our "Gen4" completion design.
These approaches include testing combinations of tighter stages,
higher proppant intensity, engineered stage lengths and the use of
diversion chemicals, all of which were tested on a recently
completed seven well Dry Gas Utica pad that is expected to begin
turning to sales at the end of the second quarter. Because of the
need to take several producing wells offline due to offsetting
completion activities and the timing of the turn to sales of these
new "Gen4" wells at the very end of the second quarter, we expect
second quarter production to be down relative to the first and to
achieve very strong production growth as we move into the third and
fourth quarters.  This was part of our annual plan and as you can
see from our updated guidance, we now expect to achieve full year
production levels that are in excess of our previously issued
guidance.

"Our second operated rig commenced drilling at the end of the first
quarter 2017 and we now have a rig again focused on our Utica
Condensate type curve area as our team continues to demonstrate its
operational excellence in the Appalachian basin.  In the Utica
Condensate area, I am extremely happy to announce that we
successfully drilled what we believe is the world's longest onshore
lateral ever drilled with a total measured depth of 27,400 feet and
completable lateral extension of 19,300 feet, almost 1,000 feet
longer than the previous record held by our Purple Hayes well.
Remarkably, our team drilled this well in less than 17 days from
spud to TD.  We are currently drilling a direct offset to this well
with a similar planned lateral extension and expect to begin
completions on these exciting wells late in the third quarter of
this year.  Additionally, we have drilled the first of two planned
Marcellus Condensate wells with a completable lateral extension of
10,000 feet and are currently drilling the second, along with three
Utica Dry Gas wells on the same pad. Considering the catalysts we
discussed at our analyst day early in the year, we are tracking at
or better than planned and remain excited for continued operational
improvement and value enhancements from our assets."

Revenue for the first quarter of 2017 totaled $101.9 million,
compared to $49.6 million for the first quarter of 2016.  Adjusted
Revenue, which includes the impact of cash settled derivatives and
excludes brokered natural gas and marketing revenue, totaled $95.4
million for the first quarter of 2017 compared to $58.9 million for
the first quarter of 2016.  Net Income for the first quarter of
2017 was $26.8 million, or $0.10 per share compared to a net loss
of $45.5 million or $0.20 per share for the first quarter of 2016.
Adjusted Net Income2 for the first quarter of 2017 was $4.8
million, or $0.02 per share.  Adjusted EBITDAX2 was $50.2 million
for the first quarter of 2017.

First quarter 2017 capital expenditures were $78.7 million.  These
expenditures included $55.0 million for drilling and completions,
$2.5 million for midstream expenditures, $21.0 million for
land-related expenditures, and $0.2 million for corporate-related
expenditures.

During the first quarter 2017, the Company drilled 4 gross (3.9
net) operated Utica Shale wells, all of which were in the Dry Gas
type curve area.  In addition, the Company completed 7 gross (7.0
net) wells and turned to sales 5 gross (4.7 net) wells.  

As of March 31, 2017, the Company's liquidity was $301.9 million,
consisting of $160.5 million in cash and cash equivalents and
$141.4 million in available borrowing capacity under the Company's
revolving credit facility (after giving effect to outstanding
letters of credit issued by the Company of $33.6 million).

As previously announced, the Company completed its borrowing base
redetermination of its revolving credit facility, which resulted in
an increase in its borrowing base from $125 million to $175
million, and extended the maturity of its revolving credit facility
to January 2020.  The Company remains undrawn on its revolving
credit facility, other than for letters of credit.

Matthew R. DeNezza, executive vice president and chief financial
officer, commented, "As we continue to increase our activity levels
with the addition of the second operated rig, we remain focused on
our liquidity and balance sheet strength.  At quarter end, our
liquidity was approximately $302 million, and included a cash
position of approximately $161 million and undrawn revolver
availability of approximately $141 million.  From a gas marketing
perspective, the Company has continued to work to maximize realized
pricing through our access to both in and out of basin markets, and
we are pleased to see the improvement in Appalachian basis
differentials which we had predicted would occur as new
transportation capacity is now coming on line."

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

                     https://is.gd/BB1E9V

                    About Eclipse Resources

Eclipse Resources Corporation is an independent exploration and
production company engaged in the acquisition and development of
oil and natural gas properties in the Appalachian Basin.  As of
Dec. 31, 2015, the Company had assembled an acreage position
approximating 220,000 net acres in Eastern Ohio.

Eclipse Resources reported a net loss of $203.80 million on $235.03
million of total revenues for the year ended Dec. 31, 2016,
compared to a net loss of $971.4 million on $255.3 million of total
revenues for the year ended Dec. 31, 2015.  

The Company's balance sheet at Dec. 31, 2016, showed $1.190 billion
in total assets, $651.1 million in total liabilities and $546.7
million in total stockholders' equity.

                          *    *    *

As reported by the TCR on July 11, 2016, Moody's Investors Service
upgraded Eclipse Resources' Corporate Family Rating (CFR) to 'Caa1'
from 'Caa2' and Probability of Default Rating to 'Caa1-PD' from
'Caa2-PD'.  "The upgrade to Caa1 reflects Eclipse's improved
liquidity and good visibility to fund a more robust drilling
program through 2017 than we had previously anticipated, largely
the result of $123 million in proceeds raised from its equity
issuance.  With considerable cash balances and improving cash
margins on its production, Eclipse is poised to return to a
production growth trajectory that should allow for meaningful
deleveraging," noted John Thieroff, Moody's VP-Senior Analyst.

In June 2016, S&P Global Ratings raised its corporate credit rating
on State College, Pa.-based Eclipse Resources Inc. to 'CCC+' from
'CC'.  "The rating action reflects our opinion that Eclipse is
unlikely to pursue further distressed debt transactions given the
lack of bondholders' appetite for a distressed exchange--as
demonstrated by the early termination of the company's exchange
offer in February--and the increase in its bond price over the past
three months," said S&P Global Ratings credit analyst Christine
Besset.


ECOSPHERE TECHNOLOGIES: Amends Stock Options Exercise Price
-----------------------------------------------------------
Ecosphere Technologies, Inc., amended the exercise price for
certain stock options held by non-employee directors of the
Company.  The 1,926,003 stock options held by Charles Vinick were
repriced to $0.045 from previous exercise prices ranging from $0.12
to $0.40.  In addition, 3,150,000 stock options held by Dean Becker
were repriced to $0.045 from $0.35.  The vesting and expiration
dates of the repriced stock options, as well as all other terms,
remain unchanged.

                About Ecosphere Technologies

Stuart, Florida-based Ecosphere Technologies (OTC BB: ESPH) --
http://www.ecospheretech.com/-- is a water engineering, technology
licensing and environmental services company that designs, develops
and manufactures wastewater treatment solutions for industrial
markets.  Ecosphere, through its majority-owned subsidiary
Ecosphere Energy Services, LLC, provides energy exploration
companies with an onsite, chemical free method to kill bacteria and
reduce scaling during fracturing and flowback operations.

Ecosphere reported a net loss of $7.973 million on $91,157 total
revenue for the year ended Dec. 31, 2016, compared with a net loss
of $23.06 million on $721,179 total revenue in 2015.

As of Dec. 31, 2017, Ecosphere Technologies has $2.36 million in
total assets, $15.14 million in total liabilities, total redeemable
convertible cumulative preferred stock of $3.96 million and a
$16.74 million total stockholders' deficit.

Salberg & Company, P.A., issued a "going concern" qualification on
the consolidated financial statements for the year ended Dec. 31,
2016.  Ecosphere Technologies reported a net loss of $7,973,214 and
$23,067,761 in 2016 and 2015, respectively, and cash used in
operating activities of $3,137,122 and $1,761,946 in 2016 and 2015,
respectively.  At Dec. 31, 2016, the Company had a working capital
deficiency, stockholders' deficit and accumulated deficit of
$12,909,114, $15,948,881 and $139,872,236 respectively.  These
matters raise substantial doubt about the Company's ability to
continue as a going concern.


ELAN MEDICAL: Taps Stuppi & Stuppi as Legal Counsel
---------------------------------------------------
Elan Medical Corporation seeks approval from the U.S. Bankruptcy
Court for the Eastern District of California to hire legal counsel
in connection with its Chapter 11 case.

The Debtor proposes to hire the Law Offices of Stuppi & Stuppi to,
among other things, give legal advice regarding matters of
bankruptcy law, assist in the preparation and implementation of a
plan of reorganization, and assist in any potential sale of its
assets.

Sarah Stuppi, Esq., and Craig Stuppi, Esq., the attorneys
designated to represent the Debtor, will charge $375 per hour and
$395 per hour, respectively.

The firm received a pre-bankruptcy retainer fee of $41,500, of
which $11,500 was funded by the Debtor's operations while the rest
was funded by an unsecured loan from its principals.

Stuppi & Stuppi does not hold or represent any interest adverse to
the Debtor's bankruptcy estate, according to court filings.

The firm can be reached through:

     Craig Stuppi, Esq.
     Sarah M. Stuppi, Esq.
     Law Offices of Stuppi & Stuppi
     1630 North Main Street, Suite 332
     Walnut Creek, CA 94596
     Tel: (415) 786-4365
     Fax: (925) 287-8113
     Email: Sarah@stuppilaw.com

                 About Elan Medical Corporation

Elan Medical Corporation sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. E.D. Cal. Case No. 17-22713) on April 24,
2017.  The petition was signed by Madeline Andrew, president.  

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


ELECTRONIC SERVICE: Case Summary & 15 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Electronic Service Products Corporation
        18 McKenzie Ave
        Wallingford, CT 06492

Case No.: 17-30704

Business Description: Electronic Service Products is a small
                      business debtor as defined in 11 U.S.C.
                      Section 101(51D).  Founded in 1992, the
                      Company is engaged in the wholesale
                      distribution of electronic parts and
                      electronic communications equipment.

Chapter 11 Petition Date: May 12, 2017

Court: United States Bankruptcy Court
       District of Connecticut (New Haven)

Judge: Hon. Ann M. Nevins

Debtor's Counsel: William E. Carter, Esq.
                  LAW OFFICE OF WILLIAM E. CARTER, LLC
                  658 Broad Street
                  Meriden, CT 06450
                  Tel: (203) 630-1070
                  Fax: 203-889-0242
                  E-mail: bankruptcy@carterlawllc.com

Estimated Assets: $100,000 to $500,000

Estimated Liabilities: $1 million to $10 million

The petition was signed by William Hrubiec, president.

A copy of the Debtor's list of 15 unsecured creditors is available
for free at:

        http://bankrupt.com/misc/ctb17-30704.pdf


EMERALD GRANDE: Needs More Time to Stabilize Finances, File Plan
----------------------------------------------------------------
Emerald Grande, LLC asks the U.S. Bankruptcy Court for the Northern
District of West Virginia to extend its exclusive periods for
filing a plan of reorganization by 120 days from May 11, 2017, and
for gaining acceptance of a plan of reorganization by 180 days from
May 11, 2017.

The Debtor owns and operates two hotel properties, the La Quinta
Inn adjacent to the Elkview Crossings Shopping Mall, Elkview, West
Virginia and the La Quinta Inn adjacent to the Merchant's Walk
Shopping Mall, Summersville, West Virginia. The Debtor also owns a
real estate development in the Kanawha Landing Shopping Center
Complex along MacCorkle Ave., South East and 57th Street, in
Charleston, West Virginia.

The Debtor claims that after filing its bankruptcy petition, the
Debtor determined that it had not been billing its tenants at the
Charleston Property, for actual amounts of real estate taxes,
insurance and common area maintenance as required under its leases.


Accordingly, on April 17, 2017, the Debtor transmitted invoices to
the tenants of the Charleston Property, after consultation with
First Bank, for additional rent as follows: Verizon, $15,495; La
Carreta, $63,713; and Fujiyama, $99,403. As of May 10, the Debtor
contends that the arrangements with the tenants of the Charleston
Property for payment of the additional rent are still incomplete.

In addition to the unresolved contingency relating to additional
rent at the Charleston Property, the Debtor anticipates that an
application will be filed by Tara Retail Group, LLC for an
administrative expense for contribution towards the cost of
rebuilding the bridge to the Crossings Mall, which will also
restore access to Debtor’s La Quinta Inn in Elkview, West
Virginia.

Tara Retail Group, LLC, owns the Elkview Crossings Shopping Mall
property, adjacent to the Elkview Hotel. Though not technically an
affiliate of Debtor, Tara and Debtor are both controlled by William
A. Abruzzino.

The Debtor relates that on June 23, 2016, thunderstorms brought
torrential rain to much of West Virginia, resulting in
unprecedented flooding in Kanawha County. The flood waters of
Little Sandy Creek, a tributary of the Elk River, washed away the
culvert and bridge connecting the Elkview Hotel and the adjacent
Elkview Crossings Shopping Mall, to the public road. Since this
flood, there has been no suitable public access to Elkview Hotel
and the hotel has not operated and is not generating any income.

Thus, the Debtor tells the Court that although progress has been
made, additional time is needed in order for the Debtor to
formulate a plan of reorganization, to allow for arrangements to be
made for collection of additional rents from the tenants of the
Charleston Property, and for resolution of the question of how much
Debtor should contribute to the cost of rebuilding the bridge at
the Crossings Mall.

The Debtor asserts that the lack of income from the Elkview Hotel
placed significant stress on the Debtor's overall financial
performance, and restoration of access to the Elkview Hotel is
still sometime away. However, the Debtor anticipates that it will
be able to propose a plan of reorganization within a reasonable
time, once access is restored and the Elkview Hotel can resume
normal operations.

                   About Emerald Grande

Emerald Grande, LLC, owns and operates two hotel properties, the La
Quinta Inn and Suites adjacent to the Elkview Crossings Shopping
Mall, Elkview, West Virginia and the La Quinta Inn and Suites
adjacent to the Merchants Walk Shopping Mall, Summersville, West
Virginia.  It also owns a real estate development in Charleston
(Kanawha City), West Virginia.

Emerald Grande filed a Chapter 11 petition (Bankr. N.D. W.Va. Case
No. 17-00021) on Jan. 11, 2017.  The petition was signed by William
A. Abruzzino, managing member. The case is assigned to Judge
Patrick M. Flatley.

The Debtor estimated assets and liabilities at $10 million to $50
million at the time of the filing. The Debtor is represented by
Steven L. Thomas, Esq., at Kay, Casto & Chaney PLLC. The Debtor
employs Woomer, Nistendirk & Associates PLLC as accountants; and
Realcorp, LLC as broker, with Jon Cavendish serving as the listing
agent, to market and sell its property in Kanawha County, West
Virginia.  

The Office of the U.S. Trustee on Feb. 23 disclosed in a court
filing that no official committee of unsecured creditors has been
appointed in the Chapter 11 case of Emerald Grande, LLC.


ENERGIZER HOLDINGS: S&P Revises Outlook to Pos. & Affirms 'BB' CCR
------------------------------------------------------------------
S&P Global Ratings revised its outlook on St. Louis, Mo.–based
Energizer Holdings Inc. to positive from stable and affirmed its
'BB' corporate credit rating.

S&P also affirmed its 'BBB-' issue-level rating on the company's
senior secured term loan.  The '1' recovery rating is unchanged,
reflecting S&P's expectation for very high (90%-100%, rounded
estimate 95%) recovery in the event of a payment default.

At the same time, S&P affirmed its 'BB' issue level rating on the
senior unsecured debt.  The '3' recovery rating is unchanged,
reflecting S&P's expectation for meaningful (50% to 70%, rounded
estimate 50%) recovery in the event of a payment default.

Reported debt outstanding as of March 31, 2017, was about $1.06
billion.

"The outlook revision to positive reflects the potential for a
higher rating over the next 12 months if the company maintains
debt-to-EBITDA leverage below 3x, and demonstrates the ability and
willingness to do so over our forecast horizon," said S&P Global
Ratings credit analyst Katherine Heng. Energizer is well-positioned
for maintaining stronger credit metrics, mainly as a result of
gradually improving profitability, declining debt levels, and good
cash flow generation.  Still, the company's financial policy track
record is relatively short, and its future financial risk profile
will be influenced by management's strategic decisions on how much
free cash flow the company chooses to allocate between
acquisitions, debt reduction, and shareholder
distributions.

The positive outlook reflects the potential for a higher rating
over the next 12 months if S&P gains increased confidence that the
company's long-term financial policies support debt to EBITDA
sustained below 3x.  S&P believes Energizer is well-positioned for
maintaining stronger credit metrics, based on S&P's expectations of
gradually improving profitability, declining debt levels, and good
cash flow generation.  S&P believes the company's financial policy
track record is relatively short, however, and that Energizer's
future financial risk profile is influenced by management's
strategic decisions on how much free cash flow the company chooses
to allocate between acquisitions, debt reduction, and unexpected
shareholder distributions.

S&P could revise the outlook to stable if Energizer's
debt-to-EBITDA sustains well above 3x.  This could be the result of
any unanticipated sales and/or operating margin drop, which could
be the result of accelerating category decline for consumer
batteries or operating difficulties that lead to weakening
operating margins.  In addition, given Energizer's untested
financial policies, it may prioritize inorganic growth
opportunities to further diversify its earnings stream or grow
shareholder distributions materially above S&P's current
expectations.


EP MINERALS: S&P Lowers 1st-Lien Debt Rating to 'B' Amid Add-On
---------------------------------------------------------------
S&P Global Ratings said it lowered its issue-level rating on Reno,
Nev.-based specialty minerals miner, processor, and distributor EP
Minerals LLC's first-lien debt to 'B' from 'B+'.  EP Minerals is
obtaining a $62.5 million add-on to its first-lien term loan under
its original agreement.  The recovery rating on the first-lien debt
is '3', which indicates S&P's expectation of meaningful (50%-70%;
rounded estimate: 65%) recovery in the event of a payment default.
The rating on the company's second-lien debt remains 'CCC+'.  The
recovery rating on the second-lien debt remains '6', indicating our
expectation for negligible (0% to 10%; rounded estimate: 0%)
recovery prospects in the event of a payment default.

The corporate credit rating is unchanged at 'B', and the outlook is
stable.

S&P expects that EP Minerals will apply the proceeds toward the
purchase price and associate fees and expenses of BASF's Bleaching
Clay and Mineral Adsorvents business.  It includes a production
site and a clay mine in Mississippi, and the mineral rights
sublease associated with a mine in Arizona.

                         RECOVERY ANALYSIS

Key Analytical Factors

   -- S&P's recovery analysis assumes a capital structure that
      includes a $25 million revolving credit facility due 2019, a

      $176 million first-lien term loan due 2020, a new
      $62.5 million add-on first-lien term loan due 2020, and a
      $70 million second-lien term loan due 2021.

   -- Following a review of the company's recovery profile, S&P
      assigned a '3' recovery rating to EP Minerals' first-lien
      debt--including the revolving facility and the first-lien
      term loans, which indicates S&P's expectation for meaningful

      recovery (50% to 70% range; rounded estimate: 65%) in the
      event of default.

   -- S&P also assigned a '6' recovery rating to the company's
      second-lien term loan, which indicates S&P's expectation for

      negligible (0% to 10% range, rounded estimate: 0%) recovery
      under S&P's default scenario.

   -- Under a default scenario, S&P believes the company would be
      reorganized rather than liquidated because of the scarcity
      value of its assets and position as the global No. 2
      producer of diatomaceous earth.  As such, S&P has valued the

      company based upon an enterprise value to estimate recovery.

      S&P estimates a gross recovery value of approximately
      $185 million, assuming an emergence EBITDA of $37 million
      and an EBITDA multiple of 5x, which is in line with other
      producers in the metals and mining sector.

   -- S&P's recovery analysis assumes that 85% of EP Minerals'
      revolving credit facility would be drawn at default.

Simulated Default and Valuation Assumptions
   -- Simulated year of default: 2020
   -- EBITDA at emergence*: $37 million
   -- Implied enterprise value multiple: 5x
   -- Gross enterprise value: $185 million

Simplified Waterfall
   -- Net enterprise value (after 5% administrative costs):
      $176 million
   -- Domestic (obligor)/foreign (nonobligor) valuation split:
      100%/0%
   -- Estimated net enterprise value available for secured debt:
      $176 million
      --------------------------------
   -- Estimated senior secured claims: $259 million (Revolving
      credit facility: $22 million; term loan B: $237 million)
   -- Senior secured debt recovery rating: 50%-70% (rounded
      estimate: 65%)
   -- Senior secured debt rating: 'B'
      --------------------------------
   -- Estimated second-lien claims: $74 million
   -- Second-lien debt recovery rating: 0%-10% (rounded estimate:
      0%)
   -- Second-lien debt rating: 'CCC+'

* Calculation of EBITDA at emergence: $37 million (assumed interest
and term loan amortization due in default year:
$28 million; minimum capital expenditure assumption: $5 million;
cyclicality adjustment: $4 million).

Note: S&P's estimated claim amounts include approximately six
months' accrued but unpaid interest.

Ratings List

EP Minerals LLC
Corporate Credit Rating           B/Stable

Downgraded; Recovery Rating Unchanged
                                   To         From
EP Minerals LLC
First-lien Secured debt           B          B+
  Recovery Rating                  3(65%)     2(75%)


FIRST NBC BANK: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: First NBC Bank Holding Company
        PO Box 61035
        New Orleans, LA 70161-1035

Case No.: 17-11213

Business Description: First NBC Bank --  www.firstnbcbank.com --
                      is a bank holding company, headquartered in
                      New Orleans, Louisiana, which offers a broad
                      range of financial services through its
                      wholly-owned banking subsidiary, First NBC
                      Bank, a Louisiana state non-member bank.  
                      The Company's primary market is the New
                      Orleans metropolitan area and the Florida
                      panhandle.  It serves its customers from its
                      main office located in the Central Business
                      District of New Orleans, 38 full service
                      branch offices located throughout its market
                      and a loan production office in Gulfport,
                      Mississippi.  The bankruptcy filing follows
                      the appointment of the Federal Deposit
                      Insurance Corporation as receiver of First
                      NBC Bank, the Company's wholly-owned
                      subsidiary and principal asset, on April 28,
                      2017, for which the Company has previously
                      announced that it does not expect any
                      recovery.

Chapter 11 Petition Date: May 11, 2017

Court: United States Bankruptcy Court
       Eastern District of Louisiana (New Orleans)

Judge: Hon. Elizabeth W. Magner

Debtor's Counsel: Barbara B. Parsons, Esq.
                  STEFFES, VINGIELLO & MCKENZIE, LLC
                  13702 Coursey Blvd., Building 3
                  Baton Rouge, LA 70817
                  Tel: (225) 751-1751
                  Fax: (225) 751-1998
                  E-mail: bparsons@steffeslaw.com

                    - and -

                  William E. Steffes, Esq.
                  STEFFES, VINGIELLO & MCKENZIE, LLC
                  13702 Coursey Boulevard, Building 3
                  Baton Rouge, LA 70817
                  Tel: (225) 751-1751
                  Fax: (225) 751-1998
                  E-mail: bsteffes@steffeslaw.com

Total Assets: $6 million as of May 10, 2017

Total Liabilities: $65 million as of May 10, 2017

The petition was signed by Lawrence Blake Jones, chief
restructuring officer.

A copy of the Debtor's list of 20 largest unsecured creditors is
available for free at http://bankrupt.com/misc/laeb17-11213.pdf


FIRSTENERGY SOLUTIONS: S&P Cuts ICR to 'CCC' on Litigation Outcome
------------------------------------------------------------------
S&P Global Ratings said it lowered its issuer credit rating on
FirstEnergy Solutions Corp. to 'CCC' from 'CCC+'.  The outlook is
negative.  S&P also lowered its issue-level ratings on the
company's unsecured and secured debt to 'CCC' and 'B-',
respectively, from 'CCC+' and 'B'.  The '4' recovery rating on the
unsecured debt reflects S&P's expectation of average (30%-50%;
rounded estimate: 30%) recovery in the event of default.  The '1'
recovery rating on the secured debt reflects S&P's expectation of
very high (90%-100%; rounded estimate: 95%) recovery in the event
of default.

"The negative outlook reflects our expectation that the issuer
could potentially file for bankruptcy within the next 12 months,"
said S&P Global Ratings credit analyst Michael Ferguson.

S&P could lower the ratings if the timeline of a possible
restructuring accelerates or if the issuer makes an announcement to
this effect.

S&P could revise the outlook to stable if leverage decreases
sharply or if liquidity improves intermittently.


FOCUS FINANCIAL: S&P Assigns 'B+' ICR; Outlook Stable
-----------------------------------------------------
S&P Global Ratings said it assigned its 'B+' issuer credit rating
on Focus Financial Partners LLC.  The outlook is stable.  S&P also
assigned a 'B+' issue-level rating on the company's proposed
first-lien credit facility (a $755 million first-lien term loan and
a $250 million secured revolving credit facility) and a 'B-'
issue-level rating on the proposed $207 million second-lien term
loan.  The recovery rating on the first-lien facility is '3',
indicating S&P's expectation for meaningful recovery (50%) for
debtholders in the event of payment default, and the recovery
rating on the second-lien term loan is '6', indicating negligible
(0%) recovery prospects.

"Focus is a partnership of independent fiduciary firms that offer
wealth management services primarily in the U.S. through the
registered investment advisor (RIA) channel, said S&P Global
Ratings credit analyst Brian Estiz.  The company offers multiple
services to its partner firms, including marketing and business
development, legal and compliance, talent management, operational
and technological enhancement, and succession planning.  Stone
Point Capital and KKR, two private equity firms, are acquiring a
majority stake in Focus, while Centerbridge, an existing investor,
along with management and partners are rolling over a significant
minority interest in this transaction.

Focus' partner firms are able to retain their style and culture
while offering independent investment services to their clients,
including strategies in active, passive, and manager-of-managers
solutions.  The services offered by partners of Focus are fee-based
fiduciary services rather than commission-based offerings, which
have received significant attention in recent quarters and have
been further supported by the potential impact of the Department of
Labor (DOL) fiduciary rule.  While S&P believes the environment for
traditional active managers remains somewhat challenging in the
next year as a result of pressure from passive strategies, wealth
managers could benefit from the increased adherence to fiduciary
standards.

In S&P's opinion, the company has a short track record in the
market but has been able to add substantial revenue growth over the
past 11 years.  The increase in revenue generation mainly stemmed
from the addition of new partners during the last several years,
including six new partner firms added in 2016.  Since the beginning
of 2017, Focus has added another six partner firms, raising the
number of partner firms to 47.  S&P expects the company to continue
bringing on new partner firms throughout S&P's investment horizon.

The company is concentrated in the U.S., with more than 95% of cash
flow generation originated in the domestic market.  However, Focus
has recently partnered with firms overseas and generates a small
portion of cash flow from Canada, the U.K., and Australia, and it
has a joint venture with a Chinese firm.  The company's cash flow
generation is distributed among almost 50 partner firms, but there
is a significant concentration of earnings coming from the top five
contributors to Focus.

The company's EBITDA margin is lower than the margins of some of
the larger traditional asset managers that S&P rates, although part
of this is explained by its particular business model, which is
impacted by the percentage of earnings acquired in each partner
firm.  The company's largest operating expenses are compensation
and management fees for partner firms, so margins reflect not only
the expenses incurred at the top level but also at the partner
level.  Overall, S&P's adjusted EBITDA margin for Focus at the end
of 2016 was approximately 25%, and we expect margins to remain at a
similar level in 2017.

To finance the acquisition, the company is planning to issue a $755
million first-lien term loan and a $207 million second-lien term
loan, and it will finance the remaining portion with equity
rollovers from management, partners, and Centerbridge.  The company
is also planning to issue a $250 million secured revolving
facility, but S&P do not expect any funds drawn at the close of the
transaction.  In S&P's opinion, the company will be highly
leveraged following the proposed debt issuances.  S&P estimates
leverage will be slightly above 6.5x at the end of 2017, and S&P
includes in its calculations the present value of the company's
operating leases and do not net any surplus cash given the
financial-sponsor ownership.  S&P estimates that EBITDA coverage
for 2017 will be slightly above 3x.  S&P anticipates that leverage
will drop to close to 6x in 2018 as it expects increased cash flow
generation from new acquisitions while debt remains relatively
stable.  S&P also predicts that coverage metrics will remain
slightly above 2.5x during 2018.

In addition, Focus has resilient cash flow generation as it
benefits from downside protection stemming from the economics
behind the acquisitions it has pursued.  The company retains a
cumulative preferred position from the earnings generated at the
partner firm level, which means that Focus receives the
corresponding portion of earnings acquired before partners receive
any profits.  As a result of the downside protection embedded into
the partner structure, S&P factors a positive comparable ratings
adjustment into its analysis.

S&P assess Focus' liquidity as adequate and expect sources of
liquidity to exceed uses by at least 1.2x during the next 12
months.  S&P also forecasts that net sources of liquidity should
remain positive even if EBITDA unexpectedly declines by 15%.  The
principal sources and uses of liquidity once the transaction closes
are:

Principal sources of liquidity are:

   -- Around $17 million in cash and equivalents at the end of
      2016;
   -- $250 million senior secured revolving credit facility; and
   -- Around $90 million in funds from operations in the next 12
      months.

Principal uses of liquidity are:

   -- Acquisition of partner entities for approximately
      $430 million in 2017.

The stable outlook reflects S&P's expectation that Focus will
continue to grow revenues through further acquisitions while
keeping debt to adjusted EBITDA above 6.5x during the next 12
months.  S&P expects the company's organic cash flow generation to
remain resilient as a result of downside protection.

S&P could consider lowering the ratings if the company's cash flow
generation is affected by significant market volatility, such that
debt to adjusted EBITDA is above 7.0x-7.5x or interest coverage is
below 2.0x.  Additionally, S&P could consider lowering the ratings
if the company undertakes debt-financed shareholder dividends that
increase leverage to this area.

In S&P's view, an upgrade is unlikely over the next 12 months.
However, S&P could consider raising the ratings if debt to adjusted
EBITDA falls below 5.0x as a result of a significant increase in
cash flow generation or faster-than-expected debt repayment.


FORMOSA PLANTATION: Disclosure Statement Hearing Set for May 31
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Louisiana is
set to hold a hearing on May 31, at 10:00 a.m., to consider
approval of the disclosure statement, which explains the Chapter 11
plan of reorganization for Formosa Plantation, LLC.

The hearing will take place at the Hale Boggs Federal Building,
Courtroom B-709, 500 Poydras Street, New Orleans, Louisiana.
Objections are due by May 23.

                    About Formosa Plantation

Formosa Plantation, LLC, based in Cut Off, La., filed a Chapter 11
petition (Bankr. E.D. La. Case No. 16-12645) on Oct. 26, 2016.  The
petition was signed by Anthony J. Guilbeau, Jr., member.  In its
petition, the Debtor estimated $1 million to $10 million in both
assets and liabilities.  

Judge Douglas D. Dodd presides over the case.  The Debtor is
represented by Christopher T. Caplinger, Esq., at Lugenbuhl,
Wheaton, Peck, Rankin & Hubbard.  The Debtor tapped Alan H.
Goodman, Esq. at Breazeale, Sachse & Wilson LLP as its special
counsel, and Mitchell C. Compeaux, CPA as accountant.


FRIENDSHIP VILLAGE: GreenFields of Geneva Set for July 26 Auction
-----------------------------------------------------------------
Judge LaShonda A. Hunt of the U.S. Bankruptcy Court for the
Northern District of Illinois authorized the bid procedures of
Friendship Village of Mill Creek, NFP, doing business as
GreenFields of Geneva, in connection with the sale of substantially
all assets to Friendship Senior Options ("FSO") for $52,800,000,
subject to higher and better offers.

The bid deadline will be July 19, 2017, at 4:00p.m. (PCT).

The auction, if necessary, will be held at 10:00 a.m. (PCT) on July
26, 2017 at the offices of Stahl Cowen Crowley Addis, LLC, 55 West
Monroe Street, Suite 1200, Chicago, Illinois.  

No later than two days following the Auction, the Debtor will file
a notice indicating whether the successful bidder seeks to proceed
with a sale, in which case the sale hearing will go forward, or
proceed pursuant to a plan of reorganization in which case the
Debtor will request that the sale hearing be cancelled.

The bidding at the auction will start at the initial proposal of
$52,800,000 plus $750,000 to account for an expense reimbursement
to the initial bidder and an initial bid increment of $150,000 for
a total of $53,750,000.

UMB Bank, N.A., the bond trustee, in connection with $97.7 million
in outstanding secured bonds issued by the Illinois Finance
Authority, will be entitled to credit bid (subject to payment of
the Expense Reimbursement in cash) if: (i) no qualifying bids are
received by the bid deadline, the bond trustee's deadline to submit
a credit bid will be two business days prior to the date of the
auction; or (ii) if at least one qualifying bid is received by the
bid deadline by any party other than FSO, the Bond Trustee's
deadline to submit a credit bid will be the close of the Auction.

Objections to a possible sale must be filed no later than July 31,
2017, at 4:00 p.m. (PCT).

In the event a sale hearing is necessary, at which the Debtor will
ask approval of the successful bid in the event the successful
bidder asks to proceed pursuant to a sale, such sale hearing may be
held on Aug. 2, 2017 at 2:00 p.m. (PCT).

Each of FSO and the Bond Trustee will be deemed a qualified bidder
for all purposes and in all respects with regard to the Bid
Procedures.

The Debtor is authorized to pay FSO the $750,000 expense
reimbursement solely from proceeds received at closing in
connection with an "alternative transfer transaction" with any
successful bidder other FSO.  In the event the Debtor closes a
transaction with any other party, the Debtor will escrow $750,000
in cash at closing for payment of the Expense Reimbursement

Notwithstanding anything to the contrary in any bid submitted by
any party, the Debtor and the Bond Trustee are each authorized to
interview, qualify, encourage and negotiate with, any potential
bidder in addition to FSO prior to the completion of the auction.

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

    http://bankrupt.com/misc/Friendship_Village_66_order.pdf

          About Friendship Village of Mill Creek

Friendship Village of Mill Creek, NFP, doing business as
GreenFields of Geneva, owns and operates a continuing care
retirement community located in Geneva, Illinois, known as
GreenFields of Geneva ("Campus").  The Campus is improved with a
building which includes (i) 147 independent living units, (ii) 51
assisted living units, (iii) 26 memory support-assisted living
units, (iv) 43 nursing beds, and (v) related common areas and
parking. Approximately 270 senior citizens reside at the Campus.

Friendship Village of Mill Creek sought Chapter 11 protection
(Bankr. N.D. Ill. Case No. 17-12470) on April 20, 2017.



GASTAR EXPLORATION: Ares Management Holds 45% Stake as of May 2
---------------------------------------------------------------
In a regulatory filing with the Securities and Exchange Commission,
these reporting persons disclosed beneficial ownership of shares of
common stock of Gastar Exploration Inc. as of May 2, 2017:

                                        Shares      Percentage
                                     Beneficially       of
  Name                                   Owned        Shares
  ----                               ------------   ----------
AF V Energy I AIV B1, L.P.            44,975,995       20.4%
ACOF Investment Management LLC       128,438,493       45.0%
Ares Management LLC                  128,438,493       45.0%
Ares Management Holdings L.P.        128,438,493       45.0%
Ares Holdco LLC                      128,438,493       45.0%
Ares Holdings Inc.                   128,438,493       45.0%
Ares Management, L.P.                128,438,493       45.0%
Ares Management GP LLC               128,438,493       45.0%
Ares Partners Holdco LLC             128,438,493       45.0%

Ares Management LLC manages certain investment vehicles (the
"Purchasers") that, pursuant to the terms of the Securities
Purchase Agreement and the Second Securities Purchase Agreement,
and upon the Requisite Stockholder Approval, acquired (i) an
aggregate of 54,864,826 shares of Common Stock and (ii) Convertible
Notes convertible into an aggregate of 73,520,757 shares of Common
Stock.  Because the Purchasers have designated two directors to the
Issuer's Board, the Reporting Persons may have influence over the
Issuer's corporate activities, which may relate, without
limitation, to the Issuer's capitalization and other transaction.
Additionally, the Reporting Persons review on a continuing basis
their investment in the Issuer.

"Based on such review, one or more of the Reporting Persons,
individually or in the aggregate, from time to time, may acquire,
or cause to be acquired, through open market purchases, privately
negotiated agreements or otherwise, additional securities or assets
of the Issuer or its subsidiaries, dispose of, or cause to be
disposed, securities of the Issuer or its subsidiaries, enter into
or unwind hedging or other derivative transactions with respect to
securities of the Issuer or its subsidiaries, form joint ventures
with the Issuer or its subsidiaries, pledge their interest in
securities of the Issuer or its subsidiaries as a means of
obtaining liquidity or as credit support for loans for any purpose,
or formulate other purposes, plans or proposals regarding the
Issuer, its subsidiaries or any of their respective securities or
assets, in light of the Reporting Persons' investment mandates and
the general investment and trading policies of the Reporting
Persons, the Issuer’s business and prospects, financial condition
and operating results, general market and industry conditions or
other factors.  In addition, the Reporting Persons and their
representatives and advisers may communicate with the Board and
management of the Issuer or its subsidiaries concerning the types
of transactions disclosed in this paragraph, including but not
limited to the acquisition of equity securities of, or assets from,
the Issuer or its subsidiaries.  In addition, the Reporting Persons
may exercise any and all of their rights in a manner consistent
with their direct and indirect equity interests, contractual rights
and restrictions and other duties, if any.  If the Reporting
Persons were to acquire additional equity of the Issuer, the
Reporting Persons’ ability to influence the management, the Board
or the policies of the Issuer may increase.  In addition, from time
to time the Reporting Persons and their representatives and
advisers may communicate with each other, the Board and with other
security holders, industry participants and other interested
parties concerning the Issuer.  These potential actions could
involve one or more of the events referred to in paragraphs (a)
through (j) of Item 4 of Schedule 13D.  While there is no guarantee
that any such communications or purchases will develop or occur, if
the Reporting Persons were to acquire additional equity of the
Issuer, the Reporting Persons' ability to influence the management,
the Board or the policies of the Issuer may increase," as stated in
the filing.

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

                        https://is.gd/jf94lt

                   About Gastar Exploration

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

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

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

                      *      *      *

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

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


GENERAL WIRELESS: Taps Hilco IP Services as IP Consultant
---------------------------------------------------------
General Wireless Operations Inc. seeks approval from the U.S.
Bankruptcy Court for the District of Delaware to hire Hilco IP
Services LLC as intellectual property disposition consultant.

Hilco will provide services in two phases.  Phase 1 will include
working with the management and advisors to collect and secure all
available data concerning General Wireless' intangible assets,
including patents, proprietary software and code, IP addresses, and
marketing assets such as customer data.

The second phase will include developing and executing a sales and
marketing program designed to elicit proposals from bona fide
parties to acquire the intangible assets.  Hilco will be
responsible for the execution of all marketing and sales activities
related to the transactions.

As compensation, Hilco will be paid a management fee of $100,000,
of which the initial $50,000 will be payable upon court approval of
bid procedures.  The remaining $50,000 will be payable immediately
upon the firm generating proceeds from the sale or other
disposition of the assets of at least $50,000.

The firm will also receive transaction fees in accordance with this
commission structure: (i) 7.5% of the amount of net proceeds
generated from the sale of membership interests; (ii) 7.5% of the
total amount of proceeds generated from the sale of IP addresses;
(iii) 7.5% of the total amount of proceeds generated from or
apportioned to the sale of proprietary software; and (iv) 7.5% of
the total amount of proceeds generated from or apportioned to the
sale of the marketing assets.

David Peress, executive vice-president of Hilco, 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:

     David Peress
     Hilco IP Services LLP
     d/b/a Hilco Streambank
     980 Washington Street, Suite 330
     Dedham, MA 02026
     Tel: 781-444-4940

               About General Wireless Operations

Based in Fort Worth, Texas, General Wireless Operations Inc., doing
business as RadioShack -- http://www.RadioShack.com/-- operates a
chain of electronics stores.  Its predecessor, RadioShack Corp.,
then with 4,000 locations, sought Chapter 11 protection (Bankr. D.
Del. Case No. 15-10197) in February 2015 and announced plans to
close underperforming stores.  

In March 2015, General Wireless, a Standard General affiliate, won
court approval to purchase RadioShack Corp.'s assets, gaining
ownership of around 1,700 RadioShack locations.  Two years later,
General Wireless commenced its own bankruptcy case, announcing
plans to close 200 of 1,300 remaining stores.

General Wireless Operations Inc., and its affiliates based in Fort
Worth, Texas, filed a Chapter 11 petition (Bankr. D. Del. Lead
Case No. 17-10506) on March 8, 2017.  In its petition, General
Wireless estimated $100 million to $500 million in both assets and
liabilities.  Bradford Tobin, SVP and general counsel, signed the
petitions.

The Debtors tapped Pepper Hamilton LLP as legal counsel; Loughlin
Management Partners & Company, Inc., as financial advisor; and
Prime Clerk, LLC, as claims and noticing agent.

On March 17, 2017, the Office of the U.S. Trustee appointed an
official committee of unsecured creditors.  The committee selected
Kelley Drye & Warren LLP as its lead counsel; Klehr Harrison Harvey
Branzburg LLP as local counsel; and Berkeley Research
Group LLC as financial advisor.


GENON ENERGY: Will Offer $540-M Senior Secured First Lien Notes
---------------------------------------------------------------
GenOn Energy, Inc., a wholly-owned subsidiary of NRG Energy, Inc.,
intends to commence an offering of $540 million in aggregate
principal amount of senior secured first lien notes due 2022.  The
New Notes will be senior first-priority secured obligations of
GenOn and will be guaranteed by its existing and future restricted
subsidiaries that guarantee GenOn's existing revolving credit
facility.

The New Notes will be initially issued by a special purpose limited
liability company which will not be an affiliate of GenOn, and the
proceeds of the offering will be deposited in a segregated escrow
account until the date on which certain escrow conditions are
satisfied and the escrow proceeds are released.  Concurrent with
the satisfaction of the Escrow Conditions, the Escrow Issuer will
merge with and into GenOn and GenOn will be the surviving entity
and assume all of the obligations of the Escrow Issuer under the
notes and the indenture governing the notes by operation of law.

Upon the consummation of the Merger, GenOn will use the net
proceeds from the offering, together with cash on hand, to redeem
or discharge its outstanding 7.875% senior notes due 2017 in
accordance with their terms and to pay fees and expenses related to
the offering of the New Notes.

The New Notes will be subject to a special mandatory redemption if

the Escrow Conditions are not satisfied or if GenOn, in its sole
discretion, otherwise determines to redeem the New Notes on or
prior to June 14, 2017.

The New Notes and related guarantees are being offered only (1) in
the United States to qualified institutional buyers in reliance on
Rule 144A under the Securities Act of 1933, as amended, and (2)
outside the United States in offshore transactions to non-U.S.
persons in compliance with Regulation S under the Securities Act.
The New Notes and related guarantees have not been registered under
the Securities Act or the securities laws of any other jurisdiction
and may not be offered or sold in the United States absent
registration or an applicable exemption from the registration
requirements.  This notice is issued pursuant to Rule 135c under
the Securities Act, and does not constitute an offer to sell, or a
solicitation of an offer to purchase, the New Notes.

In connection with the private offering of senior secured first
lien notes due 2022, GenOn Energy, Inc. disclosed the following
supplemental financial data regarding the Company's subsidiaries
that are proposed to guarantee the Notes and the Company's
subsidiaries that it expects will not guarantee the Notes derived
from the Company's historical consolidated financial statements.
The following financial information is not necessarily indicative
of future operating results.

   The Company and the Proposed Guarantors accounted for
   approximately 52% and 57% of the consolidated revenues of the
   Company and its subsidiaries, adjusted for eliminations related
   to Proposed Non-Guarantors, for the three months ended
   March 31, 2017, and the year ended December 31, 2016,
   respectively.  The Company and the Proposed Guarantors held
   approximately 56% of the consolidated assets of the Company and
   its subsidiaries, adjusted for eliminations related to Proposed
   Non-Guarantors as of March 31, 2017.  As of March 31, 2017, the
   Proposed Non-Guarantors had approximately $2,227 million in
   aggregate principal amount of non-current liabilities and
   outstanding trade payables of approximately $56 million.

                        About Genon

GenOn Energy, Inc. and its affiliates are wholesale power
generation subsidiaries of NRG, which is a competitive power
company that produces, sells and delivers energy and energy
services, primarily in major competitive power markets in the U.S.
GenOn is an indirect wholly-owned subsidiary of NRG.  GenOn was
incorporated as a Delaware corporation on Aug. 9, 2000, under the
name Reliant Energy Unregco, Inc.  GenOn Americas Generation and
GenOn Mid-Atlantic are indirect wholly owned subsidiaries of GenOn.
GenOn Americas Generation was formed as a Delaware limited
liability company on Nov. 1, 2001, under the name Mirant Americas
Generation, LLC.  GenOn Mid-Atlantic was formed as a Delaware
limited liability company on July 12, 2000, under the name Southern
Energy Mid-Atlantic, LLC.  GenOn Mid-Atlantic is a wholly-owned
subsidiary of NRG North America and an indirect wholly owned
subsidiary of GenOn Americas Generation.  The Registrants are
engaged in the ownership and operation of power generation
facilities; the trading of energy, capacity and related products;
and the transacting in and trading of fuel and transportation
services.

GenOn Energy reported net income of $81 million on $1.86 billion of
total operating revenues for the year ended Dec. 31, 2016, compared
to a net loss of $115 million on $2.37 billion of total operating
revenues for the year ended Dec. 31, 2015.

The Company's independent auditors issued a "going concern"
qualification on the consolidated financial statements for the year
ended Dec. 31, 2016.  KPMG LLP, in Philadelphia, Pennsylvania,
noted that GenOn does not have sufficient liquidity to satisfy its
obligations as of Dec. 31, 2016.

As of March 31, 2017, Genon Energy had $4.81 billion in total
assets, $4.51 billion in total liabilities and $304 million in
total stockholders' equity.

                        *    *    *

As reported by the TCR on Jan. 13, 2017, S&P Global Ratings lowered
its corporate credit ratings to 'CCC-' from 'CCC' on GenOn Energy
Inc. and its affiliates: GenOn Energy Holdings Inc., GenOn Americas
LLC, GenOn Mid-Atlantic LLC, and GenOn REMA LLC.  The outlook is
negative.  "The negative outlook reflects the continuing pressure
on financial measures.  And, while we did not expect a default in
2016 because of significant cash balances, it reflects the
prospects that GenOn might consider distressed exchange offers over
the next six months," said S&P Global Ratings credit analyst Aneesh
Prabhu.

In October 2016, Moody's Investors Service downgraded GenOn Energy,
Inc.'s corporate family rating and probability of default (PD)
rating to Caa3 from Caa2, and Caa3-PD from Caa2-PD, respectively.


GLOBAL EAGLE: S&P Puts 'B+' CCR on CreditWatch Negative
-------------------------------------------------------
S&P Global Ratings placed its 'B+' corporate credit rating on Los
Angeles-based Global Eagle Entertainment Inc. on CreditWatch with
negative implications.

At the same time, S&P placed its 'BB-' issue-level rating on Global
Eagle's senior secured credit facility and 'B-' issue-level rating
on its senior unsecured convertible notes on CreditWatch with
developing implications.  This indicates that S&P could raise,
lower, or affirm the ratings, depending on its view of the
business.

The amendment waived the event of default related to the company's
delay in filing its annual report.  The amendment requires higher
amounts of term loan amortization, which could result in better
recovery prospects for lenders in a default scenario due to a lower
estimated amount of debt outstanding in a hypothetical default and
a higher default point due to higher term loan amortization and
interest expense.  However, S&P do not have enough visibility into
the company's operations to make a determination at this time and
could reevaluate our valuation assumptions.

"The CreditWatch placement follows the amendment to Global Eagle's
credit agreement, which included terms that were more punitive than
we expected," said S&P Global Ratings credit analyst Rose Askinazi.
S&P believes the concessions reflect recent management turnover,
the complex integration of Emerging Markets Communications, and
limited visibility into financial performance. While the sudden
departures of senior executives raise questions about management
and governance, the company has publicly stated that it has not
discovered any fraud and does not expect to restate past
financials.  However, limited visibility into the company's
operations and increased interest expense and required amortization
has reduced S&P's confidence level in its base-case forecast,
particularly with regard to projected synergies.

S&P intends to resolve the CreditWatch placements over the coming
months as information becomes available about the company's
operating performance, internal controls, financial policy, and
realization of outlined synergies related to the acquisition of
Emerging Markets Communications.  S&P could consider a negative
rating action if the company further delays filing its annual
report, if S&P believes financial performance is no longer
supportive of its expected credit metrics, or if information
becomes available that indicates weak corporate governance.

Actions on the issue-level ratings will be determined by S&P's view
of recovery prospects, which may improve, combined with the
corporate credit rating, which S&P could affirm or lower.


GLORIA MONTANO: Clark Buying Santa Barbara Property for $700K
-------------------------------------------------------------
Judge Deborah J. Saltzman of the U.S. Bankruptcy Court Central
District Of California will convene a hearing on May 17, 2017 at 2
p.m. to consider Gloria Montano's proposed sale of real property
located at 827 Cheltenham Road, Santa Barbara, California to Peter
S. Clark for $700,000.

Objections, if any, must be filed no later than May 15, 2017.

The Property was originally owned by Leonard Scifers, who is now
deceased.  The Bank of New York Mellon Trust Co., National
Association FKA The Bank of New York Trust Co., N.A., As Successor
to JPMorgan Chase Bank N.A., Indenture Trustee for Residential
Asset Mortgage Products, Inc., GMAC Mortgage Loan Trust 2004-GH1
("BONY") loaned Mr. Scifers money in 2004, which was allegedly
secured by a promissory note and deed of trust creating a lien on
the Property.  However, the title company never recorded any such
deed.  The Debtor was not yet on the title to the Property at that
time.  Subsequently, Mr. Scifers executed a Grant Deed conveying
the Property to himself and Debtor as joint tenants.  He later died
and the Debtor became the sole owner of the Property.  After Mr.
Scifers' death, the Debtor took out a loan on the Property with
Athas in August 2015 also secured by a promissory note and deed of
trust creating a lien on the Property.  Unlike the BONY
transaction, the Athas lien was properly recorded.

Athas and BONY both filed adversary proceedings against each other
and against the Debtor.  The claims as between the lenders are for
relative lien priority. The BONY Adversary complaint includes cause
of action for: (i) Nondischargeability of Debt; (ii) Declaratory
Judgment; (iii) Equitable Subrogation; (iv) Imposition of an
Equitable Lien; and (v) Determination of Validity, Priority or
Extent of Lien.  The Athas Adversary complaint (i) Declaratory
Relief; (ii) Non-Discharability of Debt; and (iii) Fraud (the Fraud
claim is against Debtor for allegedly failing to notify Athas of
the BONY indebtedness).

Both adversary proceedings are pending before the Court.  Though
the parties have attempted to mediate their disputes and actually
reached a global agreement at one point, Athas ultimately refused
to sign the settlement agreement causing the settlement to
collapse.  Athas has presented a Demand Loan Payoff dated April 27,
2017 in the total amount of $491,828 ("Athas Payoff Demand").  No
payoff demand has been received from BONY; however, BONY's counsel
has informally informed the Debtor's counsel that the pay-off
amount for the BONY loan as of mid-March was approximately
$247,000.  In addition, BONY and Athas have informed the Debtors'
counsel that their respective title companies agree to contribute
to escrow in order to reduce the payoff demands.  

The expected contributions from the respective title companies and
the resulting payoff demands are:

          a. BONY: Original payoff demand of $247,000, expected
contribution of $40,000 from First American Title Co., and
resulting payoff demand of $207,000.

          a. Athan: Original payoff demand of $491,828, expected
contribution of $25,000 from WFG Title Co., and resulting payoff
demand of $466, 828.

The Debtor proposes to sell the Property to the Buyer at a sale
price of $700,000.  Due to the Buyer's desire to expedite the
process and the fact that the Property has been on the market for
over a year and a half, the Debtor asks to expedite the process and
asks that the Court considers the Motion on 7 days of notice with a
closing date to closely follow.

An initial escrow of $21,000 was made by the Buyer when the Debtor
tentatively accepted the offer.  An additional escrow of $180,000
was made May 4, 2017 in order to assure the Court that the Buyer
has ample funds and is very serious and motivated to complete the
sale.  Also, the Buyer has obtained pre-approval to borrow the
remaining amount of $500,000 ("Pre-Approval").  In the event the
Pre-Approval is in any way affected because of the condition of the
Property, the Buyer will, if needed, deposit $500,000 into escrow
and provide proof at the hearing on the Motion.

A copy of the Residential Purchase Agreement and Joint Escrow
Instructions dated April 4, 2017 attached to the Motion is
available for free at:

           http://bankrupt.com/misc/Gloria_Montano_119_Sales.pdf

Moreover, the process has taken far too long and, after mediation
attempts and tentative settlement agreements have failed, the
parties do not appear to be close to settling.  At the same time,
their payoff demands are growing by the day.  Accordingly, the
Debtor asks that all parties' payouts be reduced by 10%.  This
request includes the reduction of the Brokers' fees as well as the
Debtor's attorneys' fees.

The Debtor asks that the Court disburse the proceeds of the sale as
follows: (i) $186,300 to BONY; (ii) $420,146 to Athas; (iii)
$31,500 to the Brokers; and (iv) $40,196 to the Debtor's counsel.
It moves that the remaining $21,858 be deposited into the Court's
registry and used on behalf of its estate.  If either BONY or Athas
wishes to seek additional funds they can do so from the bankruptcy
estate.

The brokers and the Debtor's counsel have agreed to the proposed
10% reduction.  However, BONY and Athas have not given their
consent and have indicated they would continue to seek the full
amount of their respective claims.  Accordingly, in the
alternative, the Debtor moves that the Court approves the Sale with
a carve-out for brokers' fees and professional fees to be
distributed through the order approving the Sale.  It further asks
that the remaining fees be deposited in the Court's registry so
that BONY and ATHAS can resolve the amounts to be paid in full
satisfaction of its obligations.

The Debtor submits that a sufficient business justification exists
for selling the Property as a sale is the only way for the estate
to obtain any value with respect to the Property.  As noted, the
house is in poor condition and has been on the market for almost
two years.  Though the Debtor was able to procure a buyer at one
point, that buyer backed out because of the poor condition of the
house.  

The present Buyer has made a cash offer on an "as-is, where is"
basis.  All other parties-in-interest have had more than sufficient
time to find a better offer.  Consequently, the Debtor is confident
that the Buyer's present offer and the condition of the Property
constitute a sound business justification for selling the Property
pursuant to the Proposed Sale.  Accordingly, the Debtor asks the
Court to approve the (i) sale of the Property to the Buyer free and
clear of the Secured Lenders' interests; (ii) payment of closing
costs related thereto, including brokerage commissions and
attorneys' fees; and (3) disbursement of funds to the lien
creditors identified in full satisfaction of those claims, or,
alternatively, an order granting the sale of the Property with a
carve-out for brokers' fees and professional fees, with the
remaining amount to be deposited into the Court's registry.

The Purchaser can be reached at:

          Peter Clark
          827 Chentelham Rd.
          Santa Barbara, CA  9310

Counsel for the Debtor:

          Anthony O. Egbase, Esq.
          Edie Walters, Esq.
          Sedoo Manu, Esq.
          A.O.E. LAW & ASSOCIATES
          350 South Figueroa Street, Suite 189
          Los Angeles, CA 90071
          Telephone: (213) 620-7070
          Facsimile: (213)-620-1200
          E-mail: ediewalt@aoelaw.com

Gloria Montano sought Chapter 11 protection (Bankr. C.D. Cal. Case
No. 15-12191) on Nov. 4, 2015.


GM OILFIELD: Taps Equipment Appraisal Service as Appraiser
----------------------------------------------------------
GM Oilfield & Trucking Services, LLC seeks approval from the U.S.
Bankruptcy Court for the Western District of Texas to hire an
appraiser.

The Debtor proposes to hire Equipment Appraisal Service, Inc. to
appraise the equipment securing the claims of Commercial State Bank
and other potentially secured creditors.  The firm will receive
$2,700 for its services.

Equipment Appraisal does not represent any interest adverse to the
Debtor or its bankruptcy estate, according to court filings.

The firm can be reached through:

     D. Gregg Dight
     Equipment Appraisal Service, Inc.
     241 West Federal Street, Suite 406
     Youngstown, OH 44503
     Tel: (888) 343-9335
     Fax: (866) 433-8271

                      About Montco Offshore

Based in Galliano, Louisiana, Montco Offshore, Inc. --
http://www.montco.com/mo--  was founded by the Orgeron family in  
1948.  Over its 60+ years, the Company has served the offshore
energy industries with crew boats, ocean-going tugs, deck barges,
supply boats, and liftboats. Currently, Montco specializes in
liftboats ranging in size from 235 feet to 335 feet which provide
the best quality and safety of service for customers requiring
versatile elevated vessels/work-platforms.  Montco has total fleet
of six vessels includes (a) two 335' class liftboats, known as (i)
"Robert," which was unveiled in the first quarter of 2012, and (ii)
"Jill," which was completed in 2014; (b) two 245' class liftboats,
known as (i) "Kayd," which was completed in 2006, and (ii)
"Myrtle;" which was completed in 2002; and (c) two 235' class
liftboats, each completed in 2009, known as (i) "Paul," and (ii)
"Caitlin."

Montco Offshore, Inc. and its affiliate Montco Oilfield
Contractors, LLC, filed Chapter 11 petitions (Bankr. S.D. Tex. Lead
Case No. 17-31646) on March 17, 2017.  The petitions were signed by
Derek C. Boudreaux, the CFO.  The cases are assigned to Judge
Marvin Isgur.

As of the petition date, on a book basis, Montco Offshore had an
aggregate of approximately $265 million in total assets and
approximately $136 million in total liabilities.  MO Contractors
had approximately $84 million in total assets (which are mostly
made up of receivables) and approximately $126 million in total
liabilities.  

As of the petition date, the Debtors estimate that approximately
$5.3 million was due and owing to holders of prepetition trade
claims against MO Contractors, and approximately $75 million was
due and owing to holders of prepetition trade claims against MO
Contractors, not including the intercompany obligations.

The Debtors tapped Vincent P. Slusher, Esq., David E. Avraham,
Esq., and Adam C. Lanza, Esq. at DLA Piper LLP (US), as bankruptcy
counsel.  The Debtors also engaged Blackhill Partners, LLC, as
their financial advisor and investment broker; and BMC Group, Inc.,
as their claims & noticing agent.

On March 29, 2017, the Office of the U.S. Trustee appointed an
official committee of unsecured creditors.


GREEN TREE 1996-D: S&P Discontinues D Rating on Class B Tranche
---------------------------------------------------------------
S&P Global Ratings discontinued its 'D (sf)' rating on class B from
Green Tree Recreational, Equipment & Consumer Trust 1996-D.

The rating was previously lowered to 'D (sf)' because the class
experienced interest shortfalls that S&P believed would remain
outstanding for an extended period of time.  In addition, the notes
are undercollateralized due to collateral deterioration, and S&P
believes they would likely fail to pay full principal by the class'
legal final maturity date.

S&P discontinued this rating according to its surveillance and
withdrawal policy and because S&P is no longer providing ongoing
surveillance for this class.



HERITAGE ORGANIZATION: Federal Ct. Upholds Order on Canada Suit
---------------------------------------------------------------
Vidya Kauri of Bankruptcy Law360 reports that a Texas federal court
affirmed a bankruptcy court's ruling that certain financial
arrangements Dallas attorney William R. Canada Jr. marketed for
Heritage Organization LLC in 1998-2002 for Heritage Organization
LLC were not tax shelters.

The ruling allows Mr. Canada to avoid a $40 million IRS penalty,
Law360 cites.

The Heritage Organization, LLC, filed a voluntary petition for
relief under Chapter 11 (Bankr. N.D. Tex. Case No. 04-35574) on
May 17, 2004.  Dennis Faulkner was appointed as the chapter 11
Trustee of Heritage's estate on Aug. 16, 2004.  The Court
confirmed Heritage's plan of reorganization on Sept. 12, 2007.
Pursuant to the Plan, a creditors' trust was created and Mr.
Faulkner was appointed as Trustee.



HEXION INC: Incurs $42 Million Net Loss in First Quarter
--------------------------------------------------------
Hexion Inc. reported a net loss of $42 million on $870 million of
net sales for the three months ended March 31, 2017, compared to a
net loss of $44 million on $909 million of net sales for the same
period in 2016.  As of March 31, 2017, Hexion had $2.12 billion in
total assets, $4.69 billion in total liabilities and a total
deficit of $2.57 billion.

"Demand for our specialty products remained strong with overall
Hexion sales and volumes gains of 6% and 8%, respectively, compared
to the prior year and adjusted for our recent divestitures," said
Craig O. Morrison, chairman, president and CEO.  "While the lead
lag impact of higher raw materials negatively impacted the first
quarter by $5 million, we experienced strong momentum in our Forest
Products Resins segment, which was able to partially offset raw
material headwinds and softening market conditions in our specialty
epoxy business.  We expect improvement in our specialty epoxy
business in the second half of 2017 as demand increases."

Mr. Morrison added: "We also posted improved year-over-year EBITDA
results in our oilfield proppants and base epoxy resins businesses,
while our recently-completed formaldehyde plants contributed $4
million in EBITDA in the first quarter of 2017.  In addition, we
continue to execute our strategic growth program, such as our
recently announced new European Technology Center focused on the
ongoing development of innovative auto composite applications.
Finally, while our strong volumes and seasonal net working capital
build impacted our liquidity at quarter-end, in aggregate, we
expect to be free cash flow positive for the remainder of the
year."

Net sales for the quarter ended March 31, 2017, were $870 million,
a decrease of 4% compared with $909 million in the prior year
period.  The decline in reported net sales was primarily driven by
the impact of recent divestitures.  Net sales increased 6% when
adjusting for recent divestitures reflecting broad-based volume
gains throughout the product portfolio.

Segment EBITDA for the quarter ended March 31, 2017, was $95
million, a decrease of 22% compared with $122 million in the prior
year period.  Segment EBITDA in the first quarter of 2017 decreased
by $12 million, or 11%, when adjusted for divestitures. First
quarter 2017 results were driven by growth in the Company's
Versatic Acids and Derivatives and global forest product
businesses, as well as improvements in base epoxy resins and
oilfield proppants, which was offset by a year-over-year decline in
the specialty epoxy resins business driven by temporary destocking
in its Asian-based wind energy business and the negative impact
from raw material inflation.  In addition, the Company benefited
from insurance proceeds in the prior year period related to its
Versatic Acids and Derivatives business that did not reoccur in the
first quarter of 2017.

In mid-2016, the Company completed the closure of its Norco,
Louisiana facility and began sourcing epichlorohydrin under
long-term external supply agreements.  In total, the Company
expects to achieve $20 million of annualized savings from this
strategic initiative and had realized $18 million in savings as of
March 31, 2017.

In addition to the Norco closure, the Company has $13 million of
incremental, in-process cost savings related to manufacturing cost
reductions and $5 million in selling, general and administrative
cost savings.  As of March 31, 2017, Hexion had $20 million of
total in-process cost savings, the majority of which it expects to
be achieved in 2017.

At March 31, 2017, Hexion had total debt of approximately $3.6
billion compared to $3.5 billion at Dec. 31, 2016.  In addition, at
March 31, 2017, the Company had $362 million in liquidity comprised
of $107 million of unrestricted cash and cash equivalents, $235
million of borrowings available under the ABL Facility and $20
million of time drafts and availability under credit facilities at
certain international subsidiaries.  Hexion expects to have
adequate liquidity to fund its ongoing operations for the next
twelve months from cash on its balance sheet, cash flows provided
by operating activities and amounts available for borrowings under
its credit facilities.

In February 2017, Hexion issued $485 million aggregate principal
amount of 10.375% First-Priority Senior Secured Notes due 2022 and
$225 million aggregate principal amount of 13.75% Senior Secured
Notes due 2022.  In March 2017, proceeds from the Senior Notes
Offering, along with cash from Hexion's balance sheet, were used to
redeem the outstanding 1.5 Lien Notes.  In addition, in connection
with the Senior Notes Offering, the Company received extended
revolving facility commitments under the ABL Facility in aggregate
principal amount of $350 million with a maturity in December 2021
and reduced the size of the ABL Facility from $400 million to $350
million.

                      Covenant Compliance

The instruments that govern the Company's indebtedness contain,
among other provisions, restrictive covenants regarding
indebtedness (including an Adjusted EBITDA to Fixed Charges ratio
incurrence test), dividends and distributions, mergers and
acquisitions, asset sales, affiliate transactions and capital
expenditures.

The indentures that govern the Company's 6.625% First-Priority
Senior Secured Notes, 10.00% First-Priority Senior Secured Notes,
10.375% First-Priority Senior Secured Notes, 13.75% Senior Secured
Notes and 9.00% Second-Priority Senior Secured Notes contain an
Adjusted EBITDA to Fixed Charges ratio incurrence test which may
restrict our ability to take certain actions such as incurring
additional debt or making acquisitions if the Company is unable to
meet this ratio (measured on a last twelve months, or LTM, basis)
of at least 2.0:1. The Adjusted EBITDA to Fixed Charges ratio under
the Secured Indentures is generally defined as the ratio of (a)
Adjusted EBITDA to (b) net interest expense excluding the
amortization or write-off of deferred financing costs, each
measured on a LTM basis.

The Company's ABL Facility does not have any financial maintenance
covenant other than a minimum Fixed Charge Coverage Ratio of 1.0 to
1.0 that would only apply if the Company's availability under the
ABL Facility at any time is less than the greater of (a) $35
million and (b) 12.5% of the lesser of the borrowing base and the
total ABL Facility commitments at such time.  The Fixed Charge
Coverage Ratio under the credit agreement governing the ABL
Facility is generally defined as the ratio of (a) Adjusted EBITDA
minus non-financed capital expenditures and cash taxes to (b) debt
service plus cash interest expense plus certain restricted
payments, each measured on an LTM basis.  At March 31, 2017, the
Company's availability under the ABL Facility exceeded such levels;
therefore, the minimum fixed charge coverage ratio did not apply.

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

                    https://is.gd/4dssIF

                      About Hexion Inc.

Hexion Inc., formerly known as Momentive Specialty Chemicals, Inc.,
headquartered in Columbus, Ohio, is a producer of thermoset resins
(epoxy, formaldehyde and acrylic).  The Company is also a supplier
of specialty resins for inks and specialty coatings sold to a
diverse customer base as well as a producer of commodities such as
formaldehyde, bisphenol A, epichlorohydrin, versatic acid and
related derivatives.

Hexion reported a net loss of $38 million on $3.43 billion of net
sales for the year ended Dec. 31, 2016, compared to a net loss of
$39 million on $4.14 billion of net sales for the year ended Dec.
31, 2015.

                          *     *     *

The TCR reported on Oct. 3, 2014, that Standard & Poor's Ratings
Services lowered its corporate credit rating on Momentive Specialty
by one notch to 'CCC+' from 'B-'.  "The downgrade follows MSC's
significant use of cash in the first half of 2014 and our
expectation that lackluster cash flow from operations and elevated
capital spending will cause free operating cash flow to be
significantly negative in 2014 and 2015," said Standard & Poor's
credit analyst Cynthia Werneth.

As reported by the TCR on Jan. 24, 2017, Moody's Investors Service
lowered the Corporate Family Rating (CFR) of Hexion Inc. to Caa2.
Hexion's Caa2 CFR reflects its elevated leverage of over 9 times,
weak cash flow from operations and negative free cash flow.


HOGAR CARINO: Hires Luis D. Flores Gonzalez as Counsel
------------------------------------------------------
Hogar Carino Inc., seeks authorization from the U.S. Bankruptcy
Court for the District of Puerto Rico to employ Law Offices of Luis
D. Flores Gonzalez as counsel.

The case was filed on April 18, 2017. The Debtor has concluded that
it will be in need of legal counseling and or representation in
order to fully comply with its duties as Debtor-in-possession.

The Debtor requires the Firm to counsel and represent the Debtor in
connection with the filing of Schedules of Assets and Liabilities,
the Statement of Financial Affairs filed under Chapter 11, the
payment plan that will be proposed, the examination of claims
filed, the Disclosure Statement and other matters.

The Firm will be paid at these hourly rates:

     Luis D. Flores Gonzalez          $200
     Legal Assistants                 $60
     Paraprofessionals                $40

Luis D. Flores Gonzalez, Esq., at the Law Offices of Luis D. Flores
Gonzalez, assured the Court that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code and does not represent any interest adverse to the Debtor and
its estates.

The Firm may be reached at:

     Luis D. Flores Gonzalez, Esq.
     Law Offices of Luis D. Flores Gonzalez
     Georgetti #80 Suite 202
     Rio Piedras, PR 00925
     Tel: 787-758-3606

                        About Hogar Carino

Hogar Carino, Inc., filed a Chapter 11 bankruptcy petition (Bankr.
D. P.R. Case No. 17-02648) on April 18, 2017.  The Hon. Brian K.
Tester presides over the case.  The Law Office of Luis D. Flores
Gonzalez represents the Debtor as counsel.

The Debtor disclosed total assets of $516,698 and total liabilities
of $1.54 million. The petition was signed by Elizabeth Noemi Pardo
Rivera, vice president.


HOLLISTON LLC: SSG Acted as Investment Banker in Asset Sale
-----------------------------------------------------------
SSG Capital Advisors, LLC, acted as the investment banker to
Holliston, LLC, in the sale of substantially all of its assets to
an affiliate of Henry and Wallace, LLC ("H&W").  The transaction
closed in May 2017.

Holliston, founded in 1893 and based in Church Hill, Tennessee, is
a leading value-added producer of coated cloth covering materials.
The Company's products provide protection and security for books
and other published materials as well as packaging and industrial
products.  Holliston serves a diverse, global customer base across
a variety of end markets including publishing companies,
bookbinders, government passport contractors and major industrial
consumer brand companies.  Due to its reputation for producing high
quality products, the Company holds the distinction of being the
sole supplier of U.S. passport covers for over 20 years.

Holliston had a long history of successful operations but sought
new investors to assist with executing the next phase of its
strategic plan.  SSG ran a comprehensive marketing process and
solicited offers from a broad universe of strategic and financial
investors.  The offer from H&W was the best option to provide a
return to the Company's stakeholders and to provide a new platform
for future growth.

H&W is an investment company with a portfolio primarily focused on
the real estate and manufacturing industries.
    
Other professionals who worked on the transaction include:

   -- Lawrence F. Flick II, Linsey B. Bozzelli, Margaret Anne Hill
and YanLing (Winnie) Wang of Blank Rome LLP, counsel to Holliston;
   -- Jeffrey M. Wolf and Dina E. Conlin of Greenberg Traurig, LLP,
counsel to Holliston's senior lender;
   -- Walter N. Winchester of Winchester, Sellers, Foster & Steele,
P.C., counsel to H&W;
   -- Thomas X. Flaherty of VAI Inc., advisor to H&W; and
   -- Donald F. Baty, Jr. and Mario A. Talerico of Honigman Miller
Schwartz and Cohn LLP, counsel to H&W's lender.

                  About SSG Capital Advisors, LLC

SSG Capital Advisors is an independent boutique investment bank
that assists middle-market companies and their stakeholders in
completing special situation transactions.  It provides its clients
with comprehensive investment banking services in the areas of
mergers and acquisitions, private placements, financial
restructurings, valuations, litigation and strategic advisory.  SSG
has a proven track record of closing over 300 transactions in North
America and Europe and is a leader in the industry.

Securities are offered through SSG Capital Advisors, LLC (Member
SIPC, Member FINRA).  All other transactions are effectuated
through SSG Advisors, LLC, both of which are wholly owned by SSG
Holdings, LLC.  SSG is a registered trademark for SSG Capital
Advisors, LLC and SSG Advisors, LLC.

                 About Hollistion Mills Inc.

Based in Church Hill, Tenn., The Holliston Mills Inc. --
http://www.icgholliston.com/-- produces fabrics for various
coating applications.  The company filed for Chapter 11 protection
on May 21, 2007 (Bankr. D. Del. Case No. 07-10687).  Joseph A.
Malfitano, Esq., Margaret B. Whiteman, Esq., and Robert S. Brady,
Esq., at Young, Conaway, Stargatt & Taylor represent the Debtor in
its restructuring efforts.  Francis A. Monaco Jr., Esq., at Monzack
and Monaco, P.A. is the proposed counsel for the Official Committee
of Unsecured Creditors.  As of March 31, 2007, the Debtor had total
assets of about $28,000,000 and total liabilities of about
$27,500,000.


I.O. METRO: Seeks to Hire Rinnovo and Appoint CRO
-------------------------------------------------
I.O. Metro, LLC seeks approval from the U.S. Bankruptcy Court for
the Northern District of Texas to hire Rinnovo Management LLC and
appoint the firm's Gregg Stewart as chief restructuring officer.

Mr. Stewart and Rinnovo will provide these services in connection
with the Debtor's Chapter 11 case:

     (a) assist in the preparation and implementation of periodic
         cash flow budget forecasts and advise on continuing cost
         of the reorganization process;

     (b) assist in the development of plans during the case;

     (c) assist in the preparation of bankruptcy schedules and
         statements;

     (d) provide testimony in litigation or bankruptcy matters as

         required;

     (e) negotiate with creditor and equity constituencies;

     (f) advise and assist the Debtor in its communications with
         suppliers, customers, external media, lenders, creditors,

         and other parties;

     (g) assist in the preparation of monthly operating reports;
         and

     (h) attend meetings as scheduled by the U.S. trustee.

Rinnovo will be paid an hourly fee of $350 and will receive $10,000
upon consummation of the Debtor's liquidation.  Prior to the
Debtor's bankruptcy filing, the firm received a retainer in the
amount of $40,000.

Mr. Stewart, founder of Rinnovo, disclosed in a court filing that
he and his firm are "disinterested persons" as defined in section
101(14) of the Bankruptcy Code.

The firm can be reached through:

     Gregg F. Stewart
     Rinnovo Management LLC
     3940 NE Sugarhill Avenue
     Jensen Beach, FL 34957
     Tel: 772.834.3876

                         About I.O. Metro

I.O. Metro LLC, dba Erdos at Home, is a privately-held retailer of
consumer furniture with its headquarters in Dallas, Texas.  It
currently operates 13 retail outlets in seven states and has one
distribution center in Arkansas.

The Debtor sought bankruptcy protection on April 21, 2017 (Bankr.
N.D. Tex. Case No. 17-31607).  The petition was signed by Gregg
Stewart, CRO.  

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

The Hon. Stacey G. Jernigan presides over the case.  The Debtor
hired Shapiro Bieging Barber Otteson LLP and Saul Ewing LLP as its
counsel.


I.O. METRO: Taps Shapiro Bieging as Legal Counsel
-------------------------------------------------
I.O. Metro, LLC seeks approval from the U.S. Bankruptcy Court for
the Northern District of Texas to hire legal counsel.

The Debtor proposes to hire Shapiro Bieging Barber Otteson LLP to
prepare a bankruptcy plan, prosecute actions to protect its
bankruptcy estate, and provide other legal services related to its
Chapter 11 case.

John Leininger, Esq., and Duncan Barber, Esq., the firm's attorneys
designated to represent the Debtor, will charge $365 per hour and
$385 per hour, respectively.

Prior to the Debtor's bankruptcy filing, the firm received a
retainer fee in the amount of $40,000.00.

Mr. Leininger disclosed in a court filing that he and his firm are
"disinterested persons" as defined in section 101(14) of the
Bankruptcy Code.

The firm can be reached through:

     John C. Leininger, Esq.
     Shapiro Bieging Barber Otteson LLP
     5400 LBJ Freeway, Suite 930
     Dallas, TX 75240
     Phone: (214) 377-0146
     Email: jcl@sbbolaw.com

                         About I.O. Metro

I.O. Metro LLC, dba Erdos at Home, is a privately-held retailer of
consumer furniture with its headquarters in Dallas, Texas.  It
currently operates 13 retail outlets in seven states and has one
distribution center in Arkansas.

The Debtor sought bankruptcy protection on April 21, 2017 (Bankr.
N.D. Tex. Case No. 17-31607).  The petition was signed by Gregg
Stewart, CRO.  

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

The Hon. Stacey G. Jernigan presides over the case.  The Debtor
hired Saul Ewing LLP as its local counsel.  Rinnovo Management
LLC's Gregg Stewart has been tapped to act as chief restructuring
officer.


INC RESEARCH: S&P Puts 'BB+' CCR on CreditWatch Negative
--------------------------------------------------------
S&P Global Ratings placed its ratings on INC Research Holdings
Inc., including the 'BB+' corporate credit rating, on CreditWatch
with negative implications.  The transaction will be funded with a
roughly equal mix of equity and debt.

"The CreditWatch placement is in response to INC Research's planned
merger with inVentiv, materially raising leverage to the high-4x
area pro forma from today," said S&P Global Ratings credit analyst
Matthew Todd.  If the transaction closes as planned, S&P could
lower the rating from 'BB+' by one to two notches.

Still, S&P believes the merger would broaden its service offerings,
expand its customer base with top-25 pharmaceutical companies, and
increase its therapeutic and geographic range.  The transaction
combines the seventh-largest player in the pharmaceutical CRO
industry, INC Research, with the sixth-largest player, inVentiv,
which is also the leading provider of outsourced commercial
services to the pharmaceutical industry.  Combined, the company
will have roughly $3.2 billion in annual revenues, and be a
top-three player in the global CRO industry.

The CRO industry continues to grow (at an estimated annual growth
rate in the 7%-8% range over the next two years), as the
pharmaceutical industry increases both its research and development
(R&D) spending and its outsourcing to CROs.  Global presence and
capacity, therapeutic expertise, and breadth of services are
important as pharmaceutical clients seek to simplify their vendor
relationships via preferred provider relationships. INC Research
has traditionally been stronger with midsize pharmaceutical and
biotech companies.  With inVentiv, which has had greater
relationships with Big Pharma, the combined company can further
penetrate the larger pharmaceutical company market.

The combination also expands INC Research's therapeutic expertise
and service offerings.  With inVentiv, INC Research increases its
presence in solid tumor and respiratory applications, as well as
strengthens its position in central nervous system applications.
The merger also adds inVentiv's leading position in the CCO
industry.

However, the CRO industry is highly competitive, and the combined
company's management teams will be focused on integrating platforms
and systems over the near term.  In addition, sizable CRO mergers
can result in dissynergies because large pharmaceutical clients
could perceive too high supplier concentration in a merger of large
CROs and shift business to other CROs.  S&P believes INC Research
has relatively low customer overlap with inVentiv, mitigating
revenue loss.  Also, the combined company will have to balance its
efforts to further increase its business with Big Pharma at the
same time it satisfies its traditional smaller biopharmaceutical
customer base, which has different needs.  Still, S&P believes the
merger provides attractive opportunities for expansion and cost
savings, firmly putting the company on the same stage as top-tier
CROs, such as Quintiles and Pharmaceutical Product Development.

The merger significantly increases INC Research's adjusted net debt
leverage, more than doubling to the high-4x area on a pro forma
basis, from about 2x currently.  Management has demonstrated
financial conservatism by utilizing a significant amount of equity
financing for the deal and maintaining a sizable cash balance.
Management has stated that it intends to reduce leverage to below
3x in 18 to 24 months after the transaction closes.  S&P forecasts
that its calculation of adjusted debt leverage could decline to
about 4x by the end of 2018, assuming about $100 million of cost
synergies.  S&P believes the company will realize revenue synergies
at a slower pace because large pharmaceutical clients can be slow
to gain confidence in suppliers during transformative events.  S&P
also see


INTERNATIONAL BANK OF AZERBAIJAN: Chapter 15 Case Summary
---------------------------------------------------------
Chapter 15 Debtor: International Bank of Azerbaijan
                   67 Nizami Str.
                   Baku, AZ1005
                   Azerbaijan

Chapter 15 Case No.: 17-11311

Type of Business: IBA is the largest commercial bank in Azerbaijan.

                  It plays a foundational role in the stability of

                  Azerbaijan's banking system and, by extension
                  thereof, the country's economic development. IBA

                  helps link Azerbaijan to the global economy.

                  Web site: https://www.ibar.az/en

Chapter 15 Petition Date: May 11, 2017

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

Judge: Hon. James L. Garrity Jr.

Foreign
Representative: Gunel Bakhshiyeva
                67 Nizami Str.
                Baku, AZ1005
                Azerbaijan

Foreign Representative's
U.S. Counsel:             Thomas MacWright, Esq.
                          Richard Graham, Esq.
                          WHITE & CASE LLP
                          1221 Avenue of the Americas
                          New York, New York 10020
                          Tel: (212) 819-8200
                          E-mail: tmacwright@whitecase.com
                                  rgraham@whitecase.com

                                 - and -

                          Laura L. Femino, Esq.
                          Jason N. Zakia, Esq.
                          WHITE & CASE LLP
                          Southeast Financial Center
                          200 South Biscayne Blvd., Suite 4900
                          Miami, Florida 33131
                          Tel: (305) 371-2700
                          E-mail: laura.femino@whitecase.com
                                  jzakia@whitecase.com

Total Assets: AZN 14.19 billion as of June 30,2016

Total Debt: AZN 13.62 billion as of June 30, 2016


INVENTIV GROUP: S&P Puts 'B' CCR on CreditWatch Positive
--------------------------------------------------------
S&P Global Ratings placed its ratings on inVentiv Group Holdings
Inc., including the 'B' corporate credit rating, on CreditWatch
with positive implications.  This follows INC Research Holdings
Inc.'s plan to merge with inVentiv, which is valued at an
enterprise value of $4.6 billion.

"Our assignment of a CreditWatch with positive implications
reflects inVentiv's stronger competitive position and our
expectation that the combined entity's adjusted debt leverage will
be lower than that of inVentiv on a stand-alone basis, owned by a
private equity sponsor," said S&P Global Ratings credit analyst
Matthew Todd.

"We will likely raise our corporate credit rating on inVentiv by
multiple notches at the close of the transaction," S&P said.

"We will resolve the CreditWatch placement when the announced
acquisition is closed, likely in the second half of 2017. Based on
the proposed financing terms, we will likely raise the corporate
credit rating by multiple notches," S&P said.


IRASEL SAND: U.S. Trustee Unable to Appoint Committee
-----------------------------------------------------
The Office of the U.S. Trustee on May 10 disclosed in a court
filing that no official committee of unsecured creditors has been
appointed in the Chapter 11 case of Irasel Sand, LLC.

                      About Irasel Sand LLC

Irasel Sand, LLC is a Texas limited liability company, organized in
2014 as a joint venture between Irabel, Inc. and Select Sand LLC.

Irasel Sand, LLC filed a Chapter 11 petition (Bankr. S.D. Tex. Case
No. 17-31148) on February 27, 2017. The petition was signed by
Louis R. Butler, managing member.  At the time of filing, the
Debtor estimated both assets and liabilities to be between $1
million and $10 million each.

The case is assigned to Judge Jeff Bohm. The Debtor is represented
by Sean B Davis, Esq. at Winstead PC.


JOYFULL RIDE: Hires John Sommerstein as Counsel
-----------------------------------------------
Joyfull Ride, Inc. seeks authorization from the U.S. Bankruptcy
Court for the District of Massachusetts to employ John F.
Sommerstein, Esq. as counsel.

The Debtor requires Mr. Sommerstein to:

   (a) analyze the financial situation, and rendering advice to
       the Debtor relating to filing this Petition;

   (b) prepare and file the Chapter 11 petition, and related
       documents, and schedules, statement of affairs, and all
       subsequent pleadings in the Court;

   (c) represent the Debtor in the Court, and at all meetings of
       creditors;

   (d) formulate the Debtor's Plan of Reorganization and any
       amendments, if warranted;

   (e) prepare the Debtor's Disclosure Statement and any
       amendments, if warranted;

   (f) complete all legal tasks required for confirmation; and

   (g) represent the Debtor in any subsequent proceedings under
       the Bankruptcy Code.

The hourly rate of Mr. Sommerstein is $375.

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

The Debtor paid Mr. Sommerstein a $4,500 retainer plus the filing
fee of $1,717.

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

The counsel can be reached at:

       John F. Sommerstein, Esq.
       98 North Washington Street
       Boston, MA 02114
       Tel: (617) 523-7474
       E-mail: jfsommer@aol.com

Joyfull Ride and four affiliated entities filed separate chapter 11
petitions (Bankr. D. Mass. Lead Case No. 17-11617) on May 1, 2017.
The Hon. Frank J. Bailey oversees the cases.

The affiliates are June 16, Inc.; MISH, Inc.; Royal Transportation
Services, Inc.; and Southside Enterprises, Inc.


KATE SPADE: S&P Puts 'BB-' CCR on CreditWatch Positive
------------------------------------------------------
S&P Global Ratings placed its ratings, including the 'BB-'
corporate credit rating, on the handbag, apparel, and accessory
retailer Kate Spade & Co. on CreditWatch with positive
implications.

"The CreditWatch placement follows Kate Spade's announcement that
it has signed a definitive agreement to be acquired by the premium
accessory retailer Coach Inc. in a $2.4 billion transaction.  The
transaction is aimed at diversifying Coach's portfolio of modern
luxury accessory brands, including Coach and Stuart Weitzman, while
providing greater share to the millennial demographic," said credit
analyst Mathew Christy.  "Before the acquisition, we expected Kate
Spade's leverage in mid-2x range in 2017 and FFO-to-debt in the low
30% range.  We expect the transaction to close in the third
calendar quarter of 2017."

S&P will likely resolve the CreditWatch placement following the
expected completion of the transaction in the third calendar
quarter of 2017.  Assuming the transaction closes and all debt at
Kate Spade is repaid, S&P will likely withdraw all its ratings on
the company.  If the transaction does not close, S&P would likely
affirm the current 'BB-' corporate rating assuming operating
performance and credit metrics remain within S&P's expectations
during that time period.


KATY INDUSTRIES: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Affiliated debtors that filed Chapter 11 bankruptcy petitions:

     Debtor                                    Case No.
     ------                                    --------
     Katy Industries, Inc.                     17-11101
     11840 Westline Industrial Drive
     Suite 200
     St. Louis, MO 63146

     Continental Commercial Products, LLC      17-11102
        aka Contico International, LLC
     321 Wilson Drive
     Jefferson City, MO 65109

     FTW Holdings, Inc.                        17-11103
     Fort Wayne Plastics, Inc.                 17-11104
     Wabash Holding Corp.                      17-11105
     Katy Teweh, Inc.                          17-11106
     WII, Inc.                                 17-11107
     TTI Holdings, Inc.                        17-11108
     GCW, Inc.                                 17-11109
     Hermann Lowenstein, Inc.                  17-11110
     American Gage & Machine Company           17-11111
     WP Liquidating Corp.                      17-11112
     Ashford Holding Corp.                     17-11113
     HPMI, Inc.                                17-11114

The Debtors have moved for joint administration of their cases,
with the lead case number assigned to the Chapter 11 case of Katy
Industries, Inc.

Type of Business: Katy Industries --
                  http://www.katyindustries.com/-- was organized  

                  as a Delaware corporation in 1967 and is a    
                  manufacturer, importer and distributor of
                  commercial cleaning and consumer storage
                  products, as well as a contract manufacturer of
                  structural foam products.

Chapter 11 Petition Date: May 14, 2017

Court: United States Bankruptcy Court
       District of Delaware (Delaware)

Debtors' Counsel: Stuart M. Brown, Esq.
                  DLA PIPER LLP (US)
                  1201 North Market Street, Suite 2100
                  Wilmington, DE 19801
                  Tel: 302-468-5640
                  Fax: 302-778-7913
                  E-mail: stuart.brown@dlapiper.com

Debtors'
Restructuring
Advisor:          SIERRACONSTELLATION PARTNERS LLC

Debtors'
Investment
Banker:           LINCOLN INTERNATIONAL, INC.

                                      Estimated     Estimated
                                       Assets      Liabilities
                                      ---------    -----------
Katy Industries                       $821,321     $58,421,346
Continental Commercial                $50M-$100M   $50M-$100M

The petitions were signed by Lawrence Perkins, chief restructuring
officer.

Debtors' List of 20 Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Deltco of Wisconsin Inc.             Goods Sold/       $1,484,697
Industrial Park Rd                    Services
Ashland, WI 54806                     Rendered
Randy Larson
Tel: 715-682-9007

Majestic Management Co.              Litigation          $836,156
Norwalk Buildings
Sixth Floor
13191 Crossroads Pkwy N
City of Industry, CA 91746
Doris Luxon
Dennis Daze
Tel: 562-692-9581

Titan Manufacturing Group            Goods Sold/         $729,552
PO Box 5                              Services
Glandorf, OH 45848                    Rendered
Terry White
Tel: 419-721-4827

Atreus Enterprises LLC 7800          Goods Sold/         $677,859
Secretariat Drive                     Services
Saline, MI 48176                      Rendered
John Cooper
Tel: 248-761-1420

Material Difference                  Goods Sold/         $650,836
Technologies LLC                      Services
Oxford, MI 48371                      Rendered
Lori Cerqua
Tel: 888-818-1283

GP Capital & Sales LLC               Goods Sold/         $586,604
1011 High Ridge Road                  Services
Stamford, CT 06905                    Rendered
Ken Gross
Tel: 203-504-2010

Pension Benefit Guaranty Corporation Goods Sold/         $345,000
1200 K Street, NW                     Services
Washington, DC 20005                  Rendered
Melissa Harclerode
Tel: 202-326-4020
Email: harclerode.melissa@pbgc.com

C&S Business Services Inc.           Goods Sold/          $341,327
1731 Southridge Drive                 Services
Jefferson City, MO 665109             Rendered
Paula Benne
Tel: 573-635-9235

Zelck Creek Properties               Goods Sold/          $330,185
PO Box 104613                         Services
Jefferson City, MO 65110              Rendered
Mike Stuckenschmeider
Tel: 573-690-4393

Himesa                               Goods Sold/          $324,039
PO Box 118                            Services
San Pedro Sula Honduras               Rendered
Robert A Handal
0115045534359

I Stern and Company Inc.             Goods Sold/          $321,888
49 Brant Ave                          Services
Suite 7 Clark, NJ 07066               Rendered
Tim Buzas
Tel: 732-382-9666

JobFinders                           Goods Sold/          $319,888
1729 W Broadway #4                    Services                   
Columbia, MO 65203                    Rendered
Erin Lent
Tel: 573-446-4250

A Schulman, Inc.                     Goods Sold/          $309,032
3637 Aidqenord Road                   Services
Copley, OH 44321-1687                 Rendered
Melissa
Tel: 330-668-7351

Plastic Materials Inc.               Goods Sold/          $282,979
775 E Highland Road                   Services
Macedonia, OH 44056                   Rendered
Mick Jendrisak
Tel: 330-468-0184

Matrix Polymers Inc.                 Goods Sold/          $254,700
   
PO Box 296                            Services
Cold Spring Harbor, NY 11724          Rendered
David Klein
Tel: 516-921-4343

XPO Logistics                        Goods Sold/          $240,200
                                      Services
                                      Rendered

Premier Polymers Inc.                Goods Sold/          $224,417
                                      Services
                                      Rendered

Graphic Information System           Goods Sold/          $206,999
                                      Services
                                      Rendered

Koller Craft Plastics                Goods Sold/          $202,639
                                      Services
                                      Rendered

Saci Inc.                            Goods Sold/          $200,991
                                      Services
                                      Rendered


KENDALL LAKE: Disputed Unsecured Claims to Get 75% Under Plan
-------------------------------------------------------------
Kendall Lake Towers Condominium Association, Inc., filed with the
U.S. Bankruptcy Court for the Southern District of Florida its
latest disclosure statement for its proposed Chapter 11 plan of
reorganization.

Under the latest plan, Kendall created a separate class for
disputed general unsecured claims, and classified the secured claim
of Miami-Dade County RER in Class 2.

Disputed general unsecured claims in Class 4 will be paid into
escrow and held by the association in a separate account pending
allowance or disallowance of the claims.  

Holders of Class 4 claims will receive a dividend of 75%.  Kendall
will pay 10% of the claims on the effective date of the plan while
the remainder will be paid in 60 equal monthly installments.

Meanwhile, Miami-Dade County RER will be paid in full of its
secured claim.  It will receive a monthly payment of $538.33 for
60 months at 4% interest.

The restructuring plan will be funded by the special assessment of
unit owners, according to Kendall's second amended disclosure
statement filed on May 2.

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

                     About Kendall Lake Towers

Kendall Lake Towers Condominium Association, Inc., sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.
Fla., Case No. 16-12114) on Feb. 16, 2016.  The petition was signed
by Frank Landrian, manager.  At the time of the filing, the Debtor
estimated assets and debts of less than $1 million.

The Debtor is represented by Joel M. Aresty, Esq., at Joel M.
Aresty, PA.  

On May 3, 2016, the Office of the U.S. Trustee appointed an
official committee of unsecured creditors.  

On August 16, 2016, the Debtor filed a disclosure statement, which
explains its proposed Chapter 11 plan of reorganization.


KRONOS ACQUISITION: S&P Revises Outlook to Neg. & Affirms 'B-' CCR
------------------------------------------------------------------
S&P Global Ratings said it revised its outlook on Kronos
Acquisition Holdings Inc. to negative from stable.  At the same
time, S&P Global Ratings affirmed its 'B-' long-term corporate
zredit rating on the company.

"We base the outlook revision on softer-than-expected operating
results, which, combined with the company's high debt burden, have
pressured credit metrics and increased the risk of an EBITDA
shortfall from lower margins or higher restructuring costs," said
S&P Global Ratings credit analyst Nayeem Islam.

S&P Global Ratings also lowered its issue-level rating on Kronos'
first-lien term loan to 'B-' from 'B' and revised its recovery
rating on the debt to '3' from '2'.  The company will use the
proceeds from a US$200 million term loan add-on to fund
acquisitions and land purchase for US$134 million, repay
outstanding borrowings under the asset-based loan, and add cash to
the balance sheet.  The proposed add-on lowers the recovery
prospects on Kronos' first-lien term loan stemming from higher
first-lien debt at default; hence the downgrade to the debt and
revision to the recovery rating to '3' from '2'.  The '3' recovery
rating indicates S&P's expectation of meaningful (50%-70%; rounded
estimate 60%) recovery in a default scenario.

At the same time, S&P Global Ratings affirmed its 'CCC' issue-level
rating on Kronos' senior unsecured notes.  The '6' recovery on the
notes is unchanged, reflecting S&P's expectation of negligible
(0%-10%; rounded estimate 0%) recovery in a default scenario.

The ratings on Kronos reflect the company's small market position
in the global consumer products industry as well as its heavy debt
burden and low fixed charge coverage.

The negative outlook reflects deteriorating credit metrics and cash
flow following a series of leveraging acquisitions that has led to
a high debt burden and increased fixed charges.  In addition,
recent softness in margins is expected to reduce EBITDA interest
coverage below 1.5x.  Although S&P do not anticipate any liquidity
concerns in the next 12 months, it believes increased risk of an
EBITDA shortfall from lower margins or higher restructuring costs
could lead to an unsustainable capital structure.

S&P could lower the ratings if EBITDA declines from 2016 levels due
to lower margins stemming from increasing market share in a highly
competitive environment, or from higher restructuring and
integration expenses.  S&P could also lower the rating if
debt-funded acquisitions further reduce Kronos' EBITDA interest
coverage, with limited growth in cash flows and no clear path of
deleveraging.

S&P could revise the outlook to stable if Kronos generates positive
free cash flows and improves earnings such that EBITDA interest
coverage is approaching 2x.


KRONOS WORLDWIDE: Fitch Affirms 'B+' Issuer Default Ratings
-----------------------------------------------------------
Fitch Ratings has affirmed the Issuer Default Ratings (IDRs) of
Kronos Worldwide Inc. (NYSE: KRO) and its wholly owned subsidiary,
Kronos International, Inc. at 'B+'. The Rating Outlook is Stable.

Kronos' ratings reflect its low leverage, low capex requirements
and a relatively conservative financial strategy that has seen the
company's capital structure largely unchanged for a number of
years. The company's small size and leverage to the TiO2 industry
are credit concerns but Fitch's expectations for a continued
recovery in TiO2 should lead to consistent FCF that should enable
Kronos to add to its liquidity position over the coming years.

KEY RATING DRIVERS

TiO2 Price Recovery: Fitch expects global TiO2 supply to be more
balanced in 2017 due to notable closures over the last two years
that have helped thin the global supply glut. The recent fire at
Huntsman's Pori, Finland plant has further tightened markets as the
130,000 tonne plant produced a highly specialized sulfate pigment
that is not easily replicated by other TiO2 producers. As a result,
Fitch projects TiO2 prices will continue to rise through the year
and into 2018, which Fitch forecasts will enable Kronos to generate
around $265 million of operating EBITDA in 2017. Kronos' operating
EBITDA is expected to trend down from the projected high reached in
2017 to a normalized level of between $200 million-$225 million by
2019 due to Fitch's forecast for lower TiO2 prices and some
increase in raw material costs. However, Fitch anticipates the
company will continue to generate meaningful free cash flow (FCF)
over the rating horizon. Fitch projects Kronos will post nearly
$130 million of FCF in 2017 and between $40 million-$65 million of
FCF per year thereafter.

Exposure to Raw Material Prices: Kronos purchases chloride process
grade slag and natural rutile ore as well as ilmenite for its
Canadian sulfate plant under long-term supply contracts leaving it
exposed to third-party suppliers for at least 75% of its feedstock
requirements. Fitch expects prices for both sulfate and chloride
TiO2 feedstock to follow pigment prices directionally over the
medium term with a recovery in the feedstock market becoming more
pronounced by 2018. The projected rise in ore prices will likely
lead to some degree of margin pressure for Kronos in the coming
years as higher cost raw materials flow through its cost structure.
However, the company is able to offset some of its third-party
exposure through its ilmenite mines in Norway, which supply all of
its European sulfate needs.

Additionally, Fitch projects that ore pricing pressure will be
limited due in part to the recent consolidation within the pigment
industry as well as noteworthy spinoffs of top players such as
Chemours and the soon-to-be Venator Materials Corp. Fitch believes
these transactions will lead to an increase in market transparency
within TiO2 that will strengthen the bargaining power of western
pigment producers with feedstock suppliers. The Tronox/Cristal
merger will also remove a large ore purchaser from the global
marketplace as the new entity will be 85% backwards integrated into
titanium ore compared to Cristal previously purchasing the majority
of its TiO2 feedstock on the open market.

Concentrated Market: The global TiO2 market is relatively
concentrated among a handful of top producers. Pro forma the
pending Tronox/Cristal merger, Fitch estimates the top five TiO2
producers account for around 60% of global capacity. While Kronos
believes it has leading market positions in both Europe and North
America, the company has limited ability to impact market dynamics.
Despite management's belief that it is the largest TiO2 producer in
Europe, the company's EBITDA generation at its European facilities
has been limited the past several years, which has restricted
capacity under its European facility due to the facility's
financial covenants.

Modest Debt Load: Fitch views Kronos' current debt load as modest
when compared against Fitch's view of a normalized operating EBITDA
for the company. Leverage is forecasted to fall below 1.5x by the
end of the current fiscal year and should stay around that level
through 2019. Additionally, the company's upcoming maturity
payments are light, limited to the amortization of its term loan,
which comes due in 2020. Fitch projects Kronos will be able to
favourably refinance the term loan prior to its maturity date.

Recovery Ratings: Fitch used a going concern EBITDA of $100 million
for its recovery analysis and a 5x multiple, which results in a
calculated enterprise value in a distressed scenario of around $500
million. Fitch's going concern EBITDA reflects the volatile and
highly competitive nature of the TiO2 industry, which, in a stress
scenario, would likely lead to pricing pressure that would shrink
Kronos' earnings.

Using these calculations, Fitch has affirmed Kronos Worldwide
Inc.'s ABL facility and Kronos International Inc.'s revolving
facility at 'BB+/RR1'. Fitch calculates that both facilities would
have outstanding recovery prospects (91%-100%) in a distressed
scenario given their first priority lien on working capital.

Fitch has upgraded Kronos Worldwide Inc.'s term loan to 'BB' and
has revised the recovery rating to 'RR2' from 'RR3'. Fitch believes
the instrument will have superior recovery prospects (71%-90%) in a
distressed scenario. The revised Recovery Rating reflects Fitch's
assumption that drawings under Kronos' two revolving credit
facilities would be limited in a distressed scenario leaving less
than the full committed amount available to be drawn for each
facility and increasing the projected recovery proceeds the term
loan would receive.

DERIVATION SUMMARY

Kronos is 100% levered to TiO2, with no other business segments to
offset the risk in the pigment industry. Pro forma the pending
Tronox/Cristal merger, Kronos will be the smallest western producer
of TiO2 on a total capacity basis and will be unable to exert any
notable influence on market dynamics when compared to peers such as
Chemours, Tronox/Cristal and Venator.

KEY ASSUMPTIONS

Fitch's key assumptions within Fitch ratings case for the issuer
include:

- TiO2 prices continue to rise through 2017 and into 2018,
   moderating thereafter;

- Kronos' plants run at full stated capacity in 2017, with
   2017 sales volumes matching 2016 levels. Sales volumes
   gradually decline thereafter as plant utilization rates
   settle around the 95%-96% range;

- TiO2 feedstock prices relatively flat year over year in
   2017, but price recovery starts in the second half of 2017
   and continues through 2018 before moderating in 2019;

- Capital expenditures and dividend payments consistent with
   historical averages.

RATING SENSITIVITIES

Future Developments That May, Individually or Collectively, Lead to
Positive Rating Action

- No upgrades are currently contemplated given the historical
   volatility of the TiO2 market and Kronos' lack of
   diversification as a pure-play producer of the pigment. A
   positive rating action could occur if Kronos experienced a
   significant increase in size, scale or diversification and an
   increase in mid-cycle operating EBITDA to around $350 million-
   $400 million while maintaining consistent financial flexibility

   and a gross leverage ratio sustained below 4.0x-4.5x.

Future Developments That May, Individually or Collectively, Lead to
Negative Rating Action

- Sustained deterioration in the TiO2 market leading to
   expectations of negative FCF generation, weakened EBITDA
   margins and reduced financial flexibility;

- Material debt-funded dividend payments or acquisition activity
   leading to gross leverage sustained above 3.5x-4.0x.

LIQUIDITY

Robust Liquidity: Fitch projects Kronos will maintain a robust
liquidity profile driven by strong FCF generation that should
continue through the ratings horizon. This should provide the
company with ample liquidity to meet its operating needs. Fitch
projects any drawings by Kronos under its two revolving credit
facilities will be limited to seasonal working capital
requirements. At March 31, 2016, Kronos' North American ABL
facility had approximately $75 million available for borrowing
while its European facility had $88 million available.

FULL LIST OF RATING ACTIONS

Fitch has taken the following rating actions on Kronos:

Kronos Worldwide, Inc.
-- IDR affirmed at 'B+';
-- Senior secured term loan upgraded to 'BB/RR2' from 'BB-/RR3';
-- ABL Revolver affirmed at 'BB+/RR1'.

Kronos International, Inc.
-- IDR affirmed at 'B+';
-- Senior secured revolving credit facility affirmed at
   'BB+/RR1'.

The Rating Outlook is Stable.


LANCELOT INVESTORS: Kennedy Funding Breached Pact, Court Finds
--------------------------------------------------------------
Zachary Zagger of Bankruptcy Law360 reports that U.S. District
Judge William J. Martini found that Kennedy Funding Inc., as loan
originator, violated its co-lending agreement with KD8, an
investment vehicle backed by Lancelot Investors Fund Inc., when
Kennedy negotiated a release with guarantors after borrower
Clearwater Development allegedly defaulted on the loan in 2009.

Lancelot Investors is now in Chapter 7 bankruptcy, with Ronald R.
Peterson acting as Chapter 7 trustee.  It acted as co-lender with
Kennedy Funding in a $47 million loan to develop a golf course for
Clearwater Development.  The loan was guaranteed for $23 million by
Hans Imhof, Wells L. Marvin and Hatle Trusts.

The judge however did not rule on other bankruptcy and contract
claims by KD8 over Clearwater's default and over whether the
guarantors failed to live up to the release agreement by not
maintaining the golf course property, Law360 relates.  Those
claims, said the judge, Law360 relays, raised issues of fact that
would need to be sorted out.

The Chapter 7 trustee is represented by Sharon L. Levine, Paul
Kizel and Frank Thomas More Catalina of Lowenstein Sandler PC and
Ryan John Cooper of Pashman Stein PC.

The case is Peterson v. Hans Imhof et al., case number
2:13-cv-00537, in the U.S. District Court for the District of New
Jersey.


LEVEL 1: Trustee Taps Fisher Rushmore as Special Counsel
--------------------------------------------------------
The Chapter 11 trustee for Level 1, Inc. seeks approval from the
U.S. Bankruptcy Court for the Middle District of Florida to hire a
special counsel.

Richard Webber II, the bankruptcy trustee, proposes to hire Fisher
Rushmore P.A. in connection with a case filed by the Debtor against
its landlord Mid-America Apartments, L.P.

Neither the firm nor any of its attorneys has interests, direct or
indirect, which may be affected by the firm's proposed employment,
according to court filings.

Fisher Rushmore can be reached through:

     David R. McFarlin, Esq.
     Fisher Rushmore P.A.
     390 N. Orange Avenue, Suite 2200
     Orlando, FL 32801-1642
     Tel: 407-843-2111 / 877-843-2113

                       About Level 1 Inc.

Level 1, Inc., filed a Chapter 11 bankruptcy petition (Bankr. M.D.
Fla. Case No. 16-07454) on Nov. 15, 2016, estimating assets and
liabilities of less than $1 million.  

David R. McFarlin, Esq., at Fisher Rushmer, P.A. represented the
Debtor as legal counsel prior to the appointment of Richard Webber
II, Chapter 11 trustee.  The trustee hired Zimmerman, Kiser &
Sutcliffe, P.A. as his legal counsel.

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

The Debtor filed a Chapter 11 plan of reorganization and disclosure
statement.  The disclosure statement was conditionally approved by
the court late last year.


LIMITED STORES: Intends to File Liquidating Plan by July 17
-----------------------------------------------------------
LSC Wind Down, LLC f/k/a Limited Stores Company, LLC, and its
affiliated Debtors request the U.S. Bankruptcy Court for the
District of Delaware to extend the exclusive periods within which
to file a chapter 11 plan and to solicit acceptances of such plan
through July 17 and September 15, 2017, respectively.

Absent the requested extension, the Debtors' initial exclusive
filing period will expire on May 17, 2017 and the Debtors' initial
exclusive solicitation period will expire on July 16, 2017.

The Debtors submit that they are comprised of 250 store locations
and an e-commerce business. The Debtors undertook multiple
strategies to liquidate their assets including a store closing sale
process and sale of their intellectual property assets and have had
a number of competing constituencies with which to negotiate issues
in their cases and to formulate a plan of liquidation.

The Debtors relate that it has focused its efforts over the last
few months upon the successful wind-down of the Debtors' estates in
order to maximize the value of their assets for the benefit of
their creditors, including, without limitation, liquidating
substantially all of the Debtors' assets.  

To this point, the Debtors' efforts have resulted in the successful
liquidation of substantially all of their assets and the Debtors
have drafted a liquidating plan and circulated that draft on April
24, 2017 to the major constituents in their cases, including the
Committee.

However, the Debtors tell the Court that they require additional
time to finalize negotiations with the major constituents in these
cases, including the Committee and move towards plan confirmation.


A hearing on the Debtors' Motion will be held on May 31, 2017 at
11:00 a.m. Objection deadline has been set on May 24, 2017.


                 About Limited Stores Company

Limited Stores Company, LLC, et al., comprise a multi-channel
retailing company operating under the name "The Limited," which
specializes in the sale of women's clothing.

Founded in 1963 as a single store, Limited Stores expanded over the
past five decades to become a household name throughout the United
States for women's apparel. At its peak, Limited Stores operated
approximately 750 retail brick and mortar store locations in the
United States as well as an e-commerce channel, which was
accessible through the Web site at http://www.TheLimited.com/  

Limited Stores Company, LLC, Limited Stores, LLC, and The Limited
Stores GC, LLC, filed voluntary petitions under Chapter 11 of the
Bankruptcy Code (Bankr. D. Del. Lead Case No. 17-10124) on Jan. 17,
2017, blaming, among other things, the shift of consumer preference
from shopping at brick and mortar stores to online shopping. The
petitions were signed by Timothy D. Boates, authorized signatory.

Limited Stores Company estimated $10 million to $50 million in
assets and $100 million to $500 million in liabilities. The Debtors
tapped Klehr Harrison Harvey Branzburg LLP as counsel; and Donlin,
Recano & Company, Inc., as notice, claims and balloting agent.

On Jan. 24, 2017, the Office of the U.S. Trustee appointed an
official committee of unsecured creditors.  Kelley Drye & Warren
LLP is the proposed counsel to the Official Committee of Unsecured
Creditors.


MAGNETATION LLC: Seeks to Expand Scope of RSM US Services
---------------------------------------------------------
Magnetation LLC has asked the U.S. Bankruptcy Court for the
District of Minnesota to authorize RSM US LLP to provide additional
services.

The services to be provided by RSM US, the company's independent
accountant and tax advisor, include:

     (a) auditing the financial statements of the Mag Hourly Plan,

         which comprise the statements of net assets available for

         benefits as of December 31, 2016 and 2015, the statements

         of changes in net assets available for benefits for the
         year ended December 31, 2016 and the related notes to the

         financial statements;

     (b) auditing the financial statements of the Mag Pellet LLC
         Retirement Trust, which comprise the statements of net
         assets available for benefits as of December 31, 2016 and

         2015, the statements of changes in net assets available
         for benefits for the year ended December 31, 2016 and the

         related notes to the financial statements;

     (c) auditing the financial statements of the Mag Mining LLC
         Retirement Trust, which comprise the statements of net
         assets available for benefits as of December 31, 2016 and

         2015, the statements of changes in net assets available
         for benefits for the year ended December 31, 2016 and the

         related notes to the financial statements; and

     (d) preparing the federal income tax and certain state income

         Tax returns of Magnetation and its affiliates for the
         year ending December 31, 2016 and December 31, 2017.

The Debtors have agreed to compensate RSM for the additional
services based on the value of the services performed and the time
required by the individuals assigned to the engagement.  In
addition to the hourly fees, the Debtors will reimburse the firm
for work-related expenses, according to court filings.

                      About Magnetation LLC

Magnetation LLC -- http://www.magnetation.com/-- is a joint   
venture between Magnetation, Inc. (50.1% owner) and AK Iron
Resources, LLC, an affiliate of AK Steel Corporation (49.9%
owner).

Magnetation LLC recovers high-quality iron ore concentrate from
previously abandoned iron ore waste stockpiles and tailings
basins.

Magnetation LLC owns iron ore concentrate plants located in
Keewatin, MN, Bovey, MN and Grand Rapids, MN, and an iron ore
pellet plant in Reynolds, IN.

Magnetation LLC, Mag Lands, LLC, Mag Finance Corp., Mag Mining,
LLC
and Mag Pellet, LLC filed chapter 11 petitions (Bankr. D. Minn.
Case Nos. 15-50307 to 15-50311) on May 5, 2015, after reaching a
deal with secured noteholders on a balance sheet restructuring.
The cases are assigned to Chief Judge Gregory F. Kishel.

The Debtors have tapped Marshall S. Huebner, Esq., Damiam S.
Schaible, Esq., and Michelle M. McGreal, Esq., at Davis Polk &
Wardwell LLP and Clinton E. Cutler, Esq., James C. Brand, Esq., and
Sarah M. Olson, Esq., at Fredrikson Byron, P.A. as attorneys;
Blackstone Advisory Partners LP as financial advisor; and Donlin,
Recano & Company, Inc., as the claims agent.

The Debtors estimated assets at $100 million to $500 million and
liabilities at $500 million to $1 billion.

The U.S. Trustee for Region 12 appointed three creditors of
Magnetation LLC to serve on an official committee of unsecured
creditors.


MAINEGENERAL HEALTH: Fitch Cuts $280.75MM Rev Bonds Rating to BB
----------------------------------------------------------------
Fitch Ratings has downgraded the rating on the following bonds
issued by the Maine Health and Higher Educational Facilities
Authority on behalf of MaineGeneral Health (MGH) to 'BB' from
'BBB-':

-- $280.75 million revenue bonds, series 2011.

The Rating Outlook is revised to Stable from Negative.

SECURITY

The bonds are secured by a pledge of gross receipts, mortgage on
certain obligated group property, and a debt service reserve fund.
As additional security, MGH has a $15 million surety bond from the
Harold Alfond Foundation.

KEY RATING DRIVERS

WEAKENED PROFITABILITY AND DEBT SERVICE COVERAGE: The downgrade to
'BB' from 'BBB-' reflects ongoing pressure on profitability through
the nine months ended March 31, 2017 and improved performance in
fiscal 2016 (June 30 year-end) that was not sustained after weak
results in fiscal 2014 and 2015. Through the nine-month interim
period ended March 31, 2017, MGH had a negative 3.8% operating
margin compared to 0.2% in fiscal 2016 and negative 5.4% in fiscal
2015. Furthermore, while actual annual debt service coverage in
fiscal 2016 was adequate at 2.1x, actual annual debt service
coverage deteriorated to 1.3x for the nine-month fiscal 2017 period
as a result of the operating losses.

LIGHT LIQUIDITY: The downgrade is also based on the failure to
build liquidity, which has always been light. MGH's liquidity
position is light due the operating losses and working capital
management challenges. At March 31, 2017, unrestricted liquidity
equaled $103.5 million and 75.6 days cash on hand (DCOH) on a
combined basis. Fitch notes that MGM's annual 75 DCOH liquidity
covenant is based on the obligated group and measured 77.9 DCOH as
of March 31, 2017. If the liquidity covenant is violated at the end
of the fiscal year, trustee approval of an outside consultant would
be required. MGH is expected to end the current fiscal year with
liquidity balances above the covenant requirement and remain well
above the 50 DCOH event of default threshold.

SOLID MARKET PLATFORM: The rating continues to reflect MGH's
leading market position with about 60% inpatient market share that
is buoyed by its new replacement facility, as well as success in
growing its medical staff and outpatient business. Further, a
highly regulated operating environment limits material competitive
activity.

HEAVY BUT REDUCED DEBT BURDEN: MGH has a sizeable, but reduced debt
burden. Leverage metrics remain elevated through the March 31, 2017
interim period with maximum annual debt service (MADS) as a percent
of revenue of 5.5%, debt to EDITDA of 9.4x and debt to
capitalization of 60.6%, both unfavorable to Fitch's respective
'BBB' category medians of 3.6%, 4.3x and 50.2%. MGH does not have
any new money borrowing plans so the debt burden is expected to
moderate in the near term.

MINIMAL CAPITAL NEEDS: With the completion of its replacement
hospital and Thayer Campus renovation projects, MGH's future
capital needs are minimal. Spending will likely remain well below
depreciation through the near term, allowing for liquidity growth
if operating cash flow and working capital management improves.

RATING SENSITIVITIES

STABILIZATION OF COVERAGE AND LIQUIDITY: The Stable Rating Outlook
anticipates that MaineGeneral Health alleviates its debt service
coverage and cash position weakness, with modest improvement
expected by fiscal 2018. Failure to achieve liquidity targets and
appropriate debt service coverage levels for the rating level could
provide further rating pressure.

CREDIT PROFILE

MGH is the third-largest health system in Maine, operating 192
licensed beds in Augusta and another health care center in
Waterville (20 miles north of Augusta), along with a full range of
primary, secondary, and tertiary services and a 223-member employed
physician network. MGH also owns and operates long term care
facilities and a retirement community with independent and assisted
living services. Total revenues were $495.8 million in fiscal
2016.

WEAKENED PROFITABILITY

Following the difficult implementation of a revenue-cycle
information system upgrade in 2013, MGH's working capital
management has been challenged and has led to accounts receivables
write-offs in fiscal 2015. In fiscal 2015, about $19 million was
written down, reducing net patient revenue and increasing the
operating loss. However, management was proactive in addressing the
working capital issues by replacing staff and using an outside
consultant to review and implement new policies and procedures.
Consulting costs and an additional $12.5 million of depreciation
and interest expenses also negatively affected fiscal 2015's
operating earnings. As a result, the operating margin declined to
negative 5.4% in fiscal 2015 from negative 3.2% in fiscal 2014.

Fiscal 2016 operating earnings improved due to solid revenue gains,
mostly as a result of increased volumes, particularly from
outpatient and physician services. For instance, fiscal 2016
discharges increased 5.2% and physician clinic visits jumped 4.3%
over fiscal 2015 levels. Fiscal 2016 was also bolstered by a $14.7
million increase in net patient service revenues due a positive
difference in the amounts previously estimated and amounts
subsequently determined to be receivable or payable from third
party payors.

However, operating performance weakened during the first nine
months of fiscal 2017, with MGH generating a negative 3.8%
operating margin and 6.1% operating EBITDA margin. The operating
loss is partially being driven by lower volumes due to physician
access issues, with hospital stays declining 3.3% during the first
nine months of the fiscal year. In addition, labor cost increases
and reimbursement challenges from the leading commercial health
insurers are also pressuring operations. In response, management
implemented a financial improvement program that is expected to
decrease recurring expenses by about $5.4 million.

MODEST LIQUIDITY

MGH's liquidity position has remained modest due to revenue cycle
challenges and pressured earnings. Accounts receivable balances
jumped to a high 94 days in fiscal 2014 due to the problematic
revenue-cycle information system upgrade in 2013. After the
write-down and consultant engagement, days in accounts receivable
declined to 82.5 days at fiscal year-end 2015, 73.3 days at fiscal
year-end 2016, and 76.9 days at the end of March 31, 2017.
Management anticipates continued modest improvement as its enhanced
working capital management policies and procedures are fully
realized.

Unrestricted cash balances were also negatively affected by
unrealized investment losses of $3.5 million and $1.7 million,
respectively, in fiscal 2015 and fiscal 2016. At March 31, 2017,
unrestricted liquidity equaled $103.5 million, 75.6 DCOH and 33.9%
of long-term debt on a combined basis. MGH also maintains a $7.5
million working capital line of credit that could be used for
operational support or to meet the obligated group's 75 DCOH
liquidity covenant at the end of the fiscal year on June 30.

SERVICE AREA AND MARKET POSITION

MGH's primary service area is defined as Kennebec County, which
includes the state capital of Augusta. Overall service area
economic and demographic characteristics have been mixed, but
relatively stable with lower than average unemployment, a stable
and aging population, and below-average income levels. The presence
of the state capital and several higher educational institutions
are stabilizing factors.

MGH enjoys a leading market position with about 60% inpatient
market share that is supported by its replacement facility, as well
as success in expanding its medical staff and outpatient business.
The nearest competitor is 48-bed Inland Hospital, located about 16
miles north of Augusta in Waterville, and is part of the large
Bangor-based Eastern Maine Health System. Other competition comes
from the Portland, ME health systems that are located about 55
miles south, one of which (Mercy Medical Center) is also part of
Eastern Maine Health System. A few years ago, Franklin Hospital
(65-beds, 36 miles northwest in Farmington, ME) joined
Portland-based Maine Health System, the largest system in the
state. This has not affected MGH significantly, since Franklin
Hospital's programmatic offerings and service area does not overlap
much with MGH.

Further, a highly regulated operating environment limits material
competitive activity. Maine's certificate of need program that
regulates beds, major medical equipment, capital expenditures, new
health services and other related projects has limited competition
and provides for somewhat stable marketplace dynamics.

DEBT PROFILE

At March 31, 2017, MGH had a total $306 million in long-term debt
outstanding (including current portion), with no short-term debt
and no swaps. MADS is measured at $27.8 million, which includes all
outstanding debt and fully amortized term loans. Included in
long-term debt is a $10.25 million fixed-rate (3.16%) Bangor
Savings Bank term loan, which matures on April 19, 2018 with a $7.5
million balloon payment. The bank loan's terms mirror those under
the master indenture and it is expected to be refinanced prior to
or at maturity.

MGH has a 1.2x debt service coverage covenant based on actual
annual debt service, and produced 1.3x coverage in fiscal 2015 and
2.2x coverage in fiscal 2016 under that calculation. For the
nine-month ended March 31, 2017, coverage based on actual annual
debt service was 1.3x.


MARSH SUPERMARKETS: Files for Chapter 11, Still Seeking Buyer
-------------------------------------------------------------
Marsh Supermarkets Holding, LLC and its affiliates, owners of the
Marsh supermarket chain, sought bankruptcy protection, with plans
to conduct an auction for its 44 remaining stores on June 12,
2017.

"While today's decision was extremely difficult, we believe this
action is necessary to preserve the value of the business as we
seek a sale," Marsh Chief Executive Officer Tom O'Boyle said in a
statement.  "After reviewing every alternative, we concluded that
Chapter 11 clearly provides the most effective and efficient means
to ensure the best recovery for the company's stakeholders."

According to Marsh, the competitive nature of the grocery industry
has been exacerbated in recent years due to the entry of
mega-retailers and specialty chains into the grocery business, as
well as falling produce and retail food prices.  Indeed, many other
grocery retailers have commenced chapter 11 proceedings in recent
years, including Fairway Group Holdings Corp., The Great Atlantic &
Pacific Tea Company, Inc. (twice), Fresh & Easy, LLC (twice), Winn
Dixie, Inc., Haggen Holdings, LLC and Central Grocers, Inc.

                          Sale Efforts

Lee A. Diercks, the Company's CRO, explains that with the arrival
of a new leadership team in early 2013, the Debtors engaged in a
number of cost-saving initiatives.  For instance, the Debtors
closed 13 unproductive stores, and eliminated approximately $20
million in store and G&A operating costs, resulting in significant
operating profit improvements for the following two years.  To
counteract increased competitive activity, the Debtors launched
many merchandising and customer loyalty programs, including: (i)
Indiana Grown, a partnership with the Indiana State Department of
Agriculture, to feature local farmers meat, produce and specialty
foods items; (ii) Instacart, which offers in-home grocery delivery
and curbside pickup services; (iii) an upgraded web site and mobile
application technology, including in-store beacon applications for
customer offer management; (iv) expanded frequency and distribution
of core shopper direct mail programs; (v) added loyalty rewards
continuity programs; and (vi) implemented more than $2.5 million in
price reductions to maintain
competitive pricing models.  In September 2016, the Debtors
successfully exited an underperforming supply chain distribution
contract, in favor of a partnership with SuperValu.

This decision resulted in the closure of two of the Debtors'
warehouses (together, the "Dark Warehouses") that were utilized by
the Debtors' prior distribution provider.

In late 2016, the Debtors engaged Hilco Real Estate, LLC ("Hilco
Real Estate") in an effort to lower the overall costs of their real
property leases.  Hilco Real Estate attempted to negotiate
modifications to the terms of the Debtors' real property leases
with the Debtors' landlords, but these efforts ultimately did not
result in significant cost savings to the Debtors.

The Debtors did not have any employees at these two locations.

Furthermore, the Debtors, in consultation with their professional
advisors, completed a comprehensive review of the performance of
all of their retail stores to analyze, among other things, the
profitability and viability of each store location.  The results of
this analysis led to the Debtors: (i) ceasing operations at and
exiting 11 of their stores (collectively, the "Dark Stores"); (ii)
planning an orderly liquidation of and exit from 19 underperforming
and/or unprofitable Remaining Stores in an effort to conserve
resources and maximize utility (collectively, the "Closing
Stores"); and (iii) planning an orderly and efficient chapter 11
auction and sale process for the balance of the Remaining Stores
(collectively, the "Core Stores"), which collectively represent the
Debtors' most valuable store locations.

In furtherance of this, in September 2016, the Debtors engaged
Peter J. Solomon Company ("PJS") as their investment banking
advisor to solicit interest from third parties in a going concern
transaction.  With respect to the going concern sale process, in
total, PJS has thus far contacted more than 40 parties,
approximately 35 of which have entered into confidentiality
agreements in connection with receiving access to the Debtors'
confidential information.  Out of the 35 parties who entered into a
confidentiality agreement, 5 parties expressed an interest in
various groups of stores representing nearly all of the 44 Core
Stores.

Despite this interest, going concern buyers for the Debtors have
not yet emerged, however, some of these parties are still engaged
in active due diligence.  The Debtors, with the assistance of PJS,
are continuing to actively market the Debtors' assets for sale to
potential buyers in connection with these chapter 11 cases.

As a result, the Debtors decided to undertake a number of other
value maximizing initiatives, including the commencement of
marketing efforts with respect to all of the prescription assets of
their pharmacies (collectively, the "Pharmacy Assets"). Through
these efforts, the Debtors sold (the "Pharmacy Sale") the Pharmacy
Assets located at 37 of their pharmacies to an affiliate of CVS
Pharmacy Inc. for approximately $38 million.  The Pharmacy Sale
closed on a rolling basis between May 3-5, 2017, and the proceeds
of the sale were used to reduce the Senior Prepetition Obligations.
Subsequent to this closing, the Debtors no longer
operate any pharmacies.

In February 2017, the Debtors, in consultation with their secured
prepetition lenders, engaged Hilco Merchant Resources, LLC
("Hilco") to assist with the liquidation of the Debtors' assets at
their Closing Stores, which commenced in April 2017 and are
currently anticipated to conclude by the end of May 2017.

                       Auction in 30 Days

The Debtors believe that the commencement of the Chapter 11 Cases
is a necessary and prudent measure to maximize the value for their
estates and stakeholders.  The Debtors intend to engage in a number
of value-maximizing initiatives during the Chapter 11 Cases,
including, without limitation, an auction and sale process for
their Core Stores. To that end, the Debtors filed a motion (the
"Bidding Procedures Motion") seeking authority to proceed with a
bidding and auction process in order to consummate a sale (the
"Sale") that they expect will generate maximum value for the Core
Stores.  In consultation with their professional advisors, the
Debtors developed certain bidding procedures (the "Bidding
Procedures"), which are designed to preserve flexibility in this
sale process, generate the greatest level of interest, and result
in the highest or best value for the assets.

Among other things, these Bidding Procedures create an appropriate
timetable for the Sale, consistent with the milestones under the
Debtors' proposed cash collateral order and the Debtors'
anticipated liquidity position.  The Bidding Procedures contemplate
a hearing to consider approval of the Sale on June 15, 2017, with
bids due on or before June 7th and an auction on June 12th.  While
the Debtors will maintain sufficient liquidity during the proposed
sale process and the timeline contemplated thereby, their liquidity
position only affords the Debtors a limited opportunity to market
and sell their assets, including the Core Stores.  The Debtors must
be in a position to either assume and assign or reject the Core
Stores by the June 19, 2017 closing date contemplated by the
Bidding Procedures, as July rent for a number of the Core Stores
will come due on June 25th, and the Debtors are simply not in a
position to incur July rent for the related leases.

The Debtors have filed a motion seeking to have the Bidding
Procedures Motion heard on shortened notice as it pertains to the
Debtors' request for the entry of the Bidding Procedures Order. The
Debtors believe that consideration of the Bidding Procedures Order
on shortened notice as requested in the Motion to Shorten, and
approval of the Bidding Procedures and the timeline provided for
therein, is justified under the circumstances of the Chapter 11
Cases, and necessary, prudent and in the best interests of the
Debtors, their estates and creditors.

At the outset of the Chapter 11 Cases, the Debtors have also sought
approval to continue the store closing sales at the Closing Stores
to the extent that such sales did not finish prior to the Petition
Date, and to conduct store closing sales at the Core Stores to the
extent that the Debtors determine it is necessary (collectively,
the "Store Closing Sales").  This way, the Debtors will have
maximum flexibility to preserve and maximize the value of their
estates in the event that they determine, in their business
judgment, that it is necessary and prudent to conduct store closing
sales at any of the Core Stores.

                       First Day Hearing

A hearing on the Debtors' First Day Motions will be held on May 12,
2017 at 11:00 a.m. (ET) before the Honorable Brendan Linehan
Shannon at 824 North Market Street, 6th Floor, Courtroom No. 1,
Wilmington, Delaware 19801.

                  Prepetition Capital Structure

As of the Petition Date, the Debtors were jointly and severally
indebted and liable under the senior lien credit documents with
Wells Fargo Bank, National Association, in its capacities as agent
and lender, in an aggregate principal amount not less than
$5,243,449, consisting of loans in the aggregate principal amount
of $2,536,863, and letters of credit in the aggregate undrawn face
amount of $2,706,586, plus all interest accrued and accruing
thereon (collectively, the "Senior Prepetition Obligations").

As of the Petition Date, Marsh Supermarkets Co. was indebted and
liable to Marsh Group Finance, LLC (under a Second Amended and
Restated and Consolidated Subordinated Promissory Note, dated as of
June 30, 2016,  in an aggregate amount not less than $25,678,461
(inclusive of both principal and interest), plus additional
interest accruing thereon, together with all costs, fees, expenses
(including attorneys' fees and legal expenses) and all other
obligations accrued, accruing or chargeable in respect thereof or
in addition thereto.

As of the Petition Date, the Borrower Debtors were indebted and
liable to Marsh Group Finance, LLC under a Subordinated Promissory
Note, dated Oct. 28, 2016 in an aggregate amount not less than
$6,338,185 (inclusive of both principal and interest), plus
additional interest.

As of the Petition Date, the Debtors' books and records list
approximately $30 million in outstanding trade liabilities.

The Debtors estimate that, as of the bankruptcy filing date, the
aggregate amount of outstanding real property lease-related
expenses is approximately $11 million.

While none of the Debtors' current employees are union members,
certain of the Debtors' former employees were employed under a
collective bargaining agreement.  In connection with the CBA,
certain of the Debtors participated in a multiemployer pension plan
(the "MEPP"), which those Debtors exited in November of 2012. As a
result of their exit from the MEPP, certain of the Debtors incurred
withdrawal liability totaling approximately $62 million. As of the
Petition Date, certain of the Debtors owe approximately $55 million
in connection with their withdrawal from the MEPP.

Prior to the Petition Date, the Debtors also provided a
single-employer defined benefit pension plan (the "Marsh Pension
Plan") to certain of their employees, which was frozen effective as
of Jan. 1, 1997.  According to the most recently performed
actuarial valuation, the Marsh Pension Plan is currently
underfunded in the approximate amount of at least $21.75 million.

A copy of the affidavit in support of the first-day motions is
available at:

       http://bankrupt.com/misc/Marsh_1st_Day_Affidavit.pdf

                     About Marsh Supermarkets

Founded in 1931, Marsh Supermarkets is a retail food chain
headquartered in Indianapolis, Indiana, with stores throughout
Central Indiana and parts of western Ohio.  A substantial majority
of the stores are operating under the Marsh Supermarkets banner,
and a handful of stores operate as O'Malia Food.

Marsh was publicly traded until May 2006, when it was acquired by
affiliates of Sun Capital Partners IV, LP and certain independent
investors.

As of the Petition Date, Marsh operates a total of 60 stores in
Indiana and Ohio, and have a workforce of approximately 4,400
employees.

On May 11, 2017, Marsh Supermarkets Holding, LLC and 15 affiliated
debtors each filed a voluntary petition for relief under Chapter 11
of the United States Bankruptcy Code (Bankr. D. Del. Lead Case No.
17-11066).

The cases are pending the Honorable Brendan Linehan Shannon, and
the Debtors have requested joint administration under Case No.
17-1106.

Young Conaway Stargatt & Taylor, LLP is serving as counsel to the
Debtors.  Clear Thinking Group is the restructuring advisors.
Peter J. Solomon Company is the investment banker.  Prime Clerk LLC
is the claims and noticing agent.


MARSH SUPERMARKETS: List of 44 Core Stores That Remain Open
-----------------------------------------------------------
Marsh Supermarkets Holding, LLC and its affiliates, operators of
the Marsh supermarket chain, said 44 core stores will remain open
while it is looking for a buyer.

Marsh said it is ceasing operations at and exiting 11 of their
stores, and planning an orderly liquidation of and exit from 19
underperforming and/or unprofitable stores.

The Debtors' most valuable store locations -- identified as "core
stores" -- will remain open.   As part of the Debtors' overall
strategy for these chapter 11 cases, the Debtors have decided, in
their business judgment, to sell all or substantially all of their
assets, including the core stores, in order to further maximize
recoveries for the benefit of the Debtors' estates and their
creditors.

The Core Stores are:

  Store No.    Address        City, State         Landlord
  ---------    -------        -----------         --------
   2   5802 West U.S. 52     New Palestine, IN Yingchun Cui
   3   1825 Kinser Pike      Bloomington, IN   H&R Canada
   13  315 14th St.          Logansport, IN    M&G Equitities
   14  2140 East 116th St    Carmel, IN        H&R Canada
   20  843 E. Main St.       Brownsburg, IN    SBMC Iindiana
   21  10679 N. Michigan Rd  Zionsville, IN    H&R Canada
   27  2410 N. Salisbury W.  Lafayette, IN     Kelly John Good
   31  1013 Forest Ave.      Marion, IN        H&R Canada
   33  1107 S. Shannon Van   Wert, OH          Van Wert Plaza
   34  5 Boone Village       Zionsville, IN    RSE Realty
   37  14450 Mundy Drive     Noblesville, IN   Lustbader‐Ruskin
   38  5624 Georgetown Rd.   Indianapolis, IN  Cross Creek LLC
   40  11625 Fox Road        Indianapolis, IN  H&R Canada
   41  5151 E. 82nd Street   Indianapolis, IN  Spirit Realty      
   42  1815 Albany Street    Beech Grove, IN   AAG
   44  2904 S. State Rd. 135 Greenwood, IN     Marsh Greenwood
   45  3075 E. 25th St.      Columbus, IN      Pardieck Devt.
   49  621 N. Univers. Blvd. Middletown, OH    Mandzak Enterpr.    

   54  123 S. Kingston Dr.   Bloomington, IN   Crane Partners
   59  982 N. Market         Troy, OH          900 N. Market, LLC
   66  208 Southway Blvd E.  Kokomo, IN        Madison BJ Partners
   71  1711 N. Walnut        Hartford, IN      MSI Walnut Street
   74  223 Aukerman          Eaton, OH         Isaac Malekan
   75  1500 W. McGalliard    Muncie, IN        Danari Muncie
   77  2250 Teal Rd.         Lafayette, IN     Lafayette Station
   78  1515 S State Road     37 Elwood, IN     Carter Development
   83  6965 W. 38th St.      Indianapolis, IN  AAG
   89  899 E. Jefferson      Tipton, IN        Tipton Investment


   90  1435 W. 86th St.      Indianapolis, IN  Sitehawk Property
   93  2350 Broadripple Ave. Indianapolis, IN  Stan Blumenfeld
   95  1800 Burlington Dr.   Muncie, IN        JessJen Realty, LLC
   96  715 S. Tillotson      Muncie, IN        H&R Canada
   101 3015 W. US 36         Pendleton, IN     H&R Canada
   109 227 W. Michigan St.   Indianapolis, IN  Axis FC, LLC
   116 12520 E. 116th St.    Fishers, IN       KO Capital One, LLC
   206 4755 East 126th St.   Carmel, IN        O'Malias Investment
   209 320 North NJ St       Indianapolis, IN  GP‐CM Lockerbie
   311  2810 Nichol Ave.     Anderson, IN      Barb Investment
   318  1508 Virginia Ave.   Connersville, IN  Thomas O. Hecht
   325  501 Nat'l Road West  Richmond, IN      Iron Pad Property
   327 736 W. Main Street    Greensburg, IN    B & K, Inc.
   328 1900 N. Walnut Ave.   Muncie, IN        Wise Food Company
   338 1500 Plaza Drive      Hamilton, OH      Twinbrook Plaza
   343 1401 N Washington St. Kokomo, IN        MSI Washington St.

                     About Marsh Supermarkets

Founded in 1931, Marsh Supermarkets is a retail food chain
headquartered in Indianapolis, Indiana, with stores throughout
Central Indiana and parts of western Ohio.  A substantial majority
of the stores are operating under the Marsh Supermarkets banner,
and a handful of stores operate as O'Malia Food.

Marsh was publicly traded until May 2006, when it was acquired by
affiliates of Sun Capital Partners IV, LP and certain independent
investors.

As of the Petition Date, Marsh operates a total of 60 stores in
Indiana and Ohio, and have a workforce of approximately 4,400
employees.

On May 11, 2017, Marsh Supermarkets Holding, LLC and 15 affiliated
debtors each filed a voluntary petition for relief under Chapter 11
of the United States Bankruptcy Code (Bankr. D. Del. Lead Case No.
17-11066).

The cases are pending the Honorable Brendan Linehan Shannon, and
the Debtors have requested joint administration under Case No.
17-1106.

Young Conaway Stargatt & Taylor, LLP is serving as counsel to the
Debtors.  Clear Thinking Group is the restructuring advisors.
Peter J. Solomon Company is the investment banker.  Prime Clerk LLC
is the claims and noticing agent.


MAXUS ENERGY: Gets Tentative OK on 'Neptune' Asset Sale
-------------------------------------------------------
Jeff Montgomery, writing for Bankruptcy Law360, reports that Maxus
Energy has secured tentative approval for the $15.3 million sale of
its 15% interest in the deepwater "Neptune" Gulf of Mexico field on
May 10, 2017.

Judge Christopher S. Sontchi said he would sign an updated version
of the sale order once presented, with buyer 31 Group LLC confirmed
as the winning bidder for Maxus' interest in Neptune, Law360
relates.

The tentative approval, Law360 shares, followed verification to
other Neptune owners that 31 Group can reliably assume $28 million
in wellfield shutdown costs.

31 Group LLC is represented by Philip G. Eisenberg of Locke Lord
LLP.

               About Maxus Energy Corporation

Maxus Energy Corporation and four of its subsidiaries filed
voluntary petitions for reorganization under Chapter 11 (Bankr. D.
Del. Lead Case No. 16-11501) on June 17, 2016.  The Debtors will
use the breathing spell afforded by the Bankruptcy Code to decide
whether their existing environmental remediation operations and
oil and gas operations can be restructured as a sustainable,
stand-alone enterprise.

The Debtors have engaged Young Conaway Stargatt & Taylor, LLP as
local counsel, Morrison & Foerster LLP as general bankruptcy
counsel, Zolfo Cooper, LLC as financial advisor and Prime Clerk
LLC as claims and noticing agent, all are subject to the Bankruptcy
Court's approval.

The Debtors hired Keen-Summit Capital Partners LLC as real estate
broker.  The Debtors also engaged Hilco Steambank to market and
sell their internet protocol numbers and other internet number
resources, and EnergyNet.com to market and sell the Debtors'
rights, title, and interest in and to the oil and gas properties.

On July 7, 2016, the United States Trustee for the District of
Delaware filed Notice of Appointment of Committee of Unsecured
Creditors.  The Committee selected Schulte Roth & Zabell LLP as
counsel, and Cole Schotz as Delaware co-counsel.  Berkeley
Research Group, LLC, serves as financial advisor for the
Committee.

Andrew Vara, acting U.S. Trustee for Region 3, appointed the
following to a committee of retirees: John Leslie Jackson, Sr.,
Gerald G. Carlton, and Robert E. Garbesi.  The Retirees Committee
retained Akin Gump Strauss Hauer & Feld LLP as counsel and Ashby &
Geddes, P.A., as co-counsel.


MAYA RESTAURANTS: Taps MPA's Jason Cortazzo as Insurance Adjuster
-----------------------------------------------------------------
Maya Restaurants, Inc. seeks approval from the U.S. Bankruptcy
Court for the Western District of Pennsylvania to hire a public
insurance adjuster.

The Debtor proposes to hire Jason Cortazzo of Metro Public
Adjustments, Inc. to represent it on a claim for damage on its
property located at 623 Long Run Road, White Oak, Pennsylvania.

Mr. Cortazzo will be paid 10% of the amount paid by the insurer
United Sates Liability Insurance Group.

In a court filing, Mr. Cortazzo disclosed that he and his firm are
"disinterested persons" as defined in section 101(14) of the
Bankruptcy Code.

The firm can be reached through:

     Jason Cortazzo
     Metro Public Adjustments, Inc.
     3551 Bristol Pike
     Bensalem, PA 19020
     Main: (215) 633-8000
     Fax: (215) 633-8042

                  About Maya Restaurants Inc.

Maya Restaurants, Inc. filed a Chapter 11 bankruptcy petition
(Bankr. W.D. Pa. Case No. 16-23901) on October 18, 2016, disclosing
assets and liabilities of less than $1 million.   The Debtor is
represented by Donald R. Calaiaro, at Calaiaro Valencik.

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


MCGEE TRUCKING: Seeks to Retain Robert McGee as Regular Employee
----------------------------------------------------------------
McGee Trucking LLC has filed a motion with the U.S. Bankruptcy
Court for the Southern District of West Virginia seeking approval
for the continued employment of its truck driver.

If approved, Robert McGee, a truck driver and shareholder of the
Debtor, would become a regular salaried employee and would be paid
a rate of .41 cents per mile driven.

McGee Trucking is represented by:

     Megan A. Patrick, Esq.
     Klein and Sheridan LC
     3566 Teays Valley Road
     Hurricane, WV 25526
     Phone: (304) 562-7111
     Email: help@kswvlaw.com

                    About McGee Trucking LLC

McGee Trucking LLC sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S.D. W.Va. Case No. 17-30185) on April 24,
2017.  At the time of the filing, the Debtor estimated assets of
less than $100,000 and liabilities of less than $500,000.


MEMORIAL PRODUCTION: Emerges From Chapter 11 as Amplify Energy
--------------------------------------------------------------
Memorial Production Partners LP announced on May 4, 2017, that it
successfully completed its financial restructuring and emerged from
Chapter 11 as a new corporation under the name Amplify Energy Corp.
The Company also announced that it engaged Jefferies LLC as lead
advisor and has initiated a process to explore and evaluate
potential strategic alternatives, which will include marketing
certain non-core assets for sale.

Through its financial restructuring, the Company eliminated more
than $1.3 billion of debt from its balance sheet and significantly
enhanced its financial flexibility. Additionally, the Company is
moving forward as a corporation for U.S. federal income tax
purposes. As part of its emergence, Amplify Energy also announced a
new Board of Directors, comprised of members of management and
direct or appointed representatives of the Company's largest
shareholders.

"This is an important day for our company and our stakeholders. In
addition to strengthening our financial position, we have made
great strides organizationally that will position the Company to
generate significant free cash flow, drive growth and achieve
long-term success," said William J. Scarff, President and Chief
Executive Officer of Amplify Energy. "We are very excited about
Amplify's prospects as we transition from an upstream MLP to a
growth oriented E&P company."

The new Board of Directors collectively echoed Mr. Scarff's
comments and said, "The completion of the restructuring process
marks the first step of transitioning Amplify from a conventional
production-based MLP to a streamlined growth-oriented enterprise.
The Board will work hand-in-hand with management to execute on a
value maximizing and transformative business plan. This plan
includes divesting non-core assets, accelerating investment in key
horizontal growth plays and focusing on our overall cost structure
to become a best-in-class low cost operator."

The following are highlights of Amplify's asset position:

* Approximately 394,000 gross acres (273,000 net) with operations

   in East Texas / Louisiana, the Rockies, South Texas and
   offshore California as of December 31, 2016

* Proved Developed PV-10 of $749 million and Total Proved PV-10
   of $914 million at April 13, 2017 pricing (1)

* Total estimated proved reserves of 1.2 Tcfe, of which
   approximately 62% were liquids and 72% were classified as
   proved developed properties (1)  

* Average net production for the fourth quarter of 2016 was 205.5

   MMcfe/d, implying a reserve-to-production ratio of
   approximately 16 years

* Significant inventory to grow production, including upside
   drilling locations with a principal focus on horizontal
   drilling opportunities in the East Texas Cotton Valley and the
   Eagle Ford Shale in South Texas, as well as directional
   drilling opportunities in offshore California

Effective on May 4, Amplify Energy's directors are:

* William J. Scarff, President and Chief Executive Officer at the

   Company

* Christopher Hamm, CEO at Axys Capital Management

* Michael Highum, former Member of the Board at Memorial
   Production Partners

* Evan Lederman, Managing Director and Partner at Fir Tree
   Partners

* David Proman, Managing Director and Partner at Fir Tree
   Partners

* Drew Scoggins, Managing Partner at Millennial Energy Partners
  
* Alex Shayevsky, Senior Analyst at Citadel LLC

Following the completion of the financial restructuring, the
Company will have 25 million shares of its common stock
outstanding. As previously announced, the Company informed NASDAQ
that it does not intend for the shares of Amplify Energy to be
listed on NASDAQ. The Company is in the process of registering for
its shares to be traded and quoted on the OTCQX or OTCQB market
(which are operated by OTC Markets Group, Inc.). The OTCQX and
OTCQB markets are interdealer quotation systems providing real time
quotation services, each of which the Company believes constitutes
an "established securities market" within the meaning of the
Foreign Investment in Real Property Tax Act of 1980 ("FIRPTA"). The
Company expects the new listing to go effective during the second
quarter of 2017.

Additionally, the Company's reserve-based revolving credit facility
has been amended and restated and the aggregate maximum revolving
lending commitments under the revolving credit facility reduced to
$1.0 billion, with an initial available borrowing base of $490
million, to be provided by existing lenders. Upon emergence, total
debt outstanding will be $430 million and cash on hand will be
approximately $14 million, providing total liquidity of $72 million
(including the impact of $2 million in letters of credit). The next
scheduled redetermination of the revolving credit facility
borrowing base will be November 2017. As of May 4, 2017, the
mark-to-market value of the Company's hedge book was approximately
$87 million.

Mr. Scarff continued, "We thank our employees, whose hard work and
dedication to safety and operational excellence allowed us to
continue operations as normal throughout this process. Our success
is a testament to the commitment and teamwork demonstrated by each
member of our organization. Looking ahead, I am confident that our
team will deliver long-term value for all stakeholders. The
Company's go forward business plan and significant additional
detail on each of our assets will be set forth in an Emergence Deck
that we plan to release in the coming weeks."

Miller Buckfire & Co., LLC served as financial advisor, and Davis
Polk & Wardwell LLP served as legal counsel, to an ad hoc group of
the holders of the senior unsecured notes of Memorial Production
Partners LP.

(1) Estimated proved reserves as of December 31, 2016 per Amplify
    Energy internal estimates and audited by Ryder Scott, updated
    for strip pricing as of April 13, 2017.  Strip pricing as of
    April 13, 2017 shown as Natural Gas / Oil per year:  2017:
    $3.38 / $54.23, 2018: $3.11 / $54.43, 2019: $2.87 / $53.85,
    2020: $2.87 / $53.88, 2021: $2.89 / $54.45.

              About Memorial Production Partners LP

Memorial Production Partners LP -- http://www.memorialpp.com/-- is
a publicly traded partnership engaged in the acquisition,
production and development of oil and natural gas properties in the
United States. MEMP's properties consist of mature, legacy oil and
natural gas fields. MEMP is headquartered in Houston, Texas.

Memorial Production Partners LP, Memorial Production Finance
Corporation and their debtor-affiliates filed a Chapter 11 petition
(Bankr. S.D. Tex. Lead Case No. 17-30262) on January 16, 2017.  The
cases are assigned before the Hon. Marvin Isgur.

The Debtors are represented by Alfredo R. Perez, Esq., at Weil,
Gotshal & Manges LLP, in Houston, Texas; and Gary T. Holtzer, Esq.,
and Joseph H. Smolinsky, Esq., at Weil, Gotshal & Manges LLP, New
York.  The Debtors' financial advisor is Perella Weinberg Partners
LP.  The Debtors' Restructuring Advisor is Alixpartners, LLP.  The
Debtors' claims, noticing, and solicitation agent is Rust
Consulting/Omni Bankruptcy.

At the time of filing, the Debtors had estimated assets of $1
billion to $10 billion and estimated debts of $1 billion to $10
billion.


METROPARK USA: Oak Point Buying Remnant Assets for $10K
-------------------------------------------------------
Judge Robert D. Drain of the U.S. Bankruptcy Court for the Southern
District of New York will convene a hearing on June 2, 2017 at
10:00 a.m. to consider Metropark USA, Inc.'s sale of remaining
property, consisting of known or unknown assets or claims, which
have not been previously sold, assigned, or transferred ("Remnant
Assets"), to Oak Point Partners, Inc. for $10,000.

Objection deadline is May 26, 2017 at 4:00 p.m. (ET).

The Debtor and the Purchaser entered into the Remnant Agreement for
the sale and purchase of the Remnant Assets.  In accordance with
the Remnant Agreement, the Remnant Assets expressly exclude: (a)
any and all funds held by the Debtor in the estate's bank accounts;
(b) a certain litigation claim that may have independent value; (c)
claims or causes of action belonging to the Estate against any of
the professionals in connection with administration of its Estate,
or the proceeds of such claims or causes of action; (d) all default
judgments obtained by The Official Committee of Unsecured Creditors
on behalf of the Estate during the Bankruptcy Case; and (e) the
Purchase Price.

In the Debtor's business judgment, the Purchase Price represents a
fair and reasonable sale price for such assets and is the highest
and best offer for the sale of the Remnant Assets.  It further
submits that the sale of the Remnant Assets, in accordance with the
terms of the respective purchase agreement, serves the best
interest of its estate and its creditors.  Accordingly, the Debtor
respectfully asks that the Court approves the Remnant Agreement.

The Debtor asks that the Court allows the Debtor's counsel to
recover reasonable, necessary costs and expenses from the sale
proceeds pursuant to section 506(c) of the Bankruptcy Code.  The
Debtor further asks that the Court orders that the Debtor's counsel
will file a Certification of such costs and fees on notice to the
Second Secured Lien Lenders within 14 days of entry of an Order
approving the sale and, if no objection is filed, such costs and
fees will be allowed and paid from the proceeds of the sale without
further Order of the Court.

The Debtor submits that the sale of the Remnant Assets is a prudent
exercise of its business judgment under the circumstances and is in
the best interest of its estate and its creditors.  The Purchase
Price for the sale is reasonable and has been negotiated at
arm's-length.  Indeed, it is not aware of any future assets or
claims that may be liquidated, obtained or otherwise administered
for the benefit of its estate and its creditors.  The Debtor is
winding up the estate and sale of the Remnant Assets is required to
fully administer the estate.  Accordingly, the Debtor respectfully
asks that the Court grants the relief sought.

The Debtor asks that the Court waive the 14-day stay under
Bankruptcy Rule 6004(h).

                       About Metropark USA

Metropark USA, Inc. -- http://www.metroparkusa.com/-- is a Los  
Angeles retail chain with 70 stores in 21 states.  Metropark was
founded in 2004 to capitalize on the large Gen Y segment (the
25-35 year old customer) in demand for fashion-forward apparel
and accessories.  Its headquarters, distribution centers, and
e-commerce site located in Los Angeles, California.

Metropark filed for Chapter 11 bankruptcy protection (Bankr.
S.D.N.Y. Case No. 11-22866) on April 26, 2011.

The Debtor disclosed total assets of $28,933,805 and total debts
of $28,697, 006 as of April 2 , 2011.

CRG Partners Group, LLC, is the Debtor's financial advisor.  The
Debtor also tapped Great American Group Real Estate, LLC doing
business as GA Keen Realty Advisors as special real estate
advisor.  Ronald A. Clifford, Esq., at Blakeley & Blakeley, LLP,
in Irvine, Calif., represents the Official Committee of Unsecured
Creditors.


MICROSEMI CORP: S&P Puts Instruments' 'BB' Rating on Watch Neg.
---------------------------------------------------------------
S&P Global Ratings placed its 'BB' rating on Aliso Viejo,
Calif.-based semiconductor maker Microsemi Corp.'s senior secured
instruments on CreditWatch with negative implications following the
company's announcement of a tender offer for its 9.125% unsecured
notes.  The recovery rating on this debt is '2', indicating S&P's
expectation for substantial (70%-90%; rounded estimate: 70%)
recovery in the event of a payment default.

The rating action reflects the potential for a downgrade, resulting
from lower recovery on secured debt in a default scenario because
of a thinner layer of unsecured debt to absorb first losses.  The
resolution of the CreditWatch listing will depend on the amount of
redeemed notes, which S&P will evaluate at the early tender date of
May 24 and on the expiration date of June 8.

Microsemi said that it would purchase notes up to an aggregate
purchase price of $200 million, which amounts to roughly $170
million of principal assuming the company achieves the maximum
amount during the early tender period.  At this level, S&P believes
a one-notch downgrade of the senior secured instruments to 'BB-'
and a revision of the recovery rating to '3' are likely. The
company could increase the maximum aggregate purchase price above
$200 million at its discretion.  S&P assumes that the company will
fund most of the consideration for the transaction with a draw on
its revolving credit facility, which it will repay from cash flow
in future periods.

This transaction does not affect the corporate credit rating, which
remains 'BB-' with a positive outlook.  In fact, S&P thinks the
transaction modestly lowers probability of default given the
positive impact on cash flow of retiring high-coupon debt.  The
positive outlook reflects S&P's view that it could raise the rating
if cost reductions and continued debt repayment result in leverage
in the 3x area.  This metric was 3.5x at April 2, 2017 and S&P
believes the company will continue allocating cash flow to debt
repayment until it reaches 3x. If the transaction results in a
downgrade of the senior secured instruments to 'BB-' and there are
no further changes to the capital structure, an upgrade of the
company would also result in an upgrade of the senior secured
instruments back to 'BB'.

RATINGS LIST

Microsemi Corp.
Corporate Credit Rating        BB-/Positive/--

Ratings Placed On CreditWatch; Recovery Rating Unchanged

Microsemi Corp.
                                To              From
Senior Secured                 BB/Watch Neg    BB
  Recovery Rating               2 (70%)         2 (70%)


MICROVISION INC: Signs $5-M Sale Agreement with Brinson Patrick
---------------------------------------------------------------
MicroVision, Inc., entered into an At-the-Market Issuance Sales
Agreement with IFS Securities, Inc. (doing business as Brinson
Patrick, a division of IFS Securities, Inc.) pursuant to which the
Company may sell, at its option, up to an aggregate of $5 million
in shares of its common stock through Brinson Patrick, as sales
agent.  

Sales of the common stock made pursuant to the Sales Agreement, if
any, will be made under the Company's previously filed and
currently effective Registration Statement on Form S-3.  Prior to
any sales under the Sales Agreement, the Company will deliver a
placement notice to Brinson Patrick that will set the parameters
for such sale of shares, including the number of shares to be
issued, the time period during which sales are requested to be
made, any limitation on the number of shares that may be sold in
any one trading day and any minimum price below which sales may not
be made.  Subject to the terms and conditions of the Sales
Agreement, Brinson Patrick may sell the shares, if any, only by
methods deemed to be an "at the market" offering as defined in Rule
415 promulgated under the Securities Act of 1933, as amended,
including without limitation sales made directly through the NASDAQ
Global Market, by means of ordinary brokers' transactions, in
negotiated transactions, to or through a market maker other than on
an exchange or otherwise, at market prices prevailing at the time
of sale, at prices related to such prevailing market prices, or at
negotiated prices and/or any other method permitted by law.
Brinson Patrick will use commercially reasonable efforts consistent
with its normal trading and sales practices to sell the shares in
accordance with the terms of the Sales Agreement and any applicable
placement notice.  The Company cannot provide any assurances that
it will issue any shares pursuant to the Sales Agreement.

The Company will pay Brinson Patrick a commission equal to up to 3%
of the gross proceeds from the sale of shares of the Company's
common stock under the Sales Agreement, if any.  Pursuant to the
terms of the Sales Agreement, the Company also provided Brinson
Patrick with customary indemnification rights.  The offering of
common stock pursuant to the Sales Agreement will terminate upon
the earlier of (a) the sale of all of the common stock subject to
the Sales Agreement and (b) the termination of the Sales Agreement
by the Company or Brinson Patrick.  Either party may terminate the
agreement in its sole discretion at any time upon written notice to
the other party.

                       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.  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 stockholders' equity.

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.


MISH INC: Hires John Sommerstein as Counsel
-------------------------------------------
MISH, Inc. seeks authorization from the U.S. Bankruptcy Court for
the District of Massachusetts to employ John F. Sommerstein, Esq.
as counsel.

The Debtor requires Mr. Sommerstein to:

   (a) analyze the financial situation, and rendering advice to
       the Debtor relating to filing this Petition;

   (b) prepare and file the Chapter 11 petition, and related
       documents, and schedules, statement of affairs, and all
       subsequent pleadings in the Court;

   (c) represent the Debtor in the Court, and at all meetings of
       creditors;

   (d) formulate the Debtor's Plan of Reorganization and any
       amendments, if warranted;

   (e) prepare the Debtor's Disclosure Statement and any
       amendments, if warranted;

   (f) complete all legal tasks required for confirmation; and

   (g) represent the Debtor in any subsequent proceedings under
       the Bankruptcy Code.

The hourly rate of Mr. Sommerstein is $375.

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

The Debtor paid Mr. Sommerstein a $4,500 retainer plus the filing
fee of $1,717.

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

The counsel can be reached at:

       John F. Sommerstein, Esq.
       98 North Washington Street
       Boston, MA 02114
       Tel: (617) 523-7474
       E-mail: jfsommer@aol.com

MISH, Inc. filed a Chapter 11 bankruptcy petition (Bankr. D. Mass.
Case No. 17-11621) on May 1, 2017. The Hon. Frank J. Bailey
oversees the case.

The MISH case is jointly administered with the Chapter 11 case of
Joyfull Ride (Bankr. D. Mass. Case No. 17-11617), which sought
bankruptcy protection along with three other affiliates on May 1.


MONTCO OFFSHORE: Committee Taps A&M as Financial Advisor
--------------------------------------------------------
The official committee of unsecured creditors of Montco Offshore,
Inc. seeks approval from the U.S. Bankruptcy Court for the Southern
District of Texas to hire a financial advisor.

The committee proposes to hire Alvarez & Marsal North America, LLC
to provide these services in connection with the Chapter 11 cases
of Montco Offshore and its affiliates:

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

         operating results;

     (b) assist in the review of court disclosures;

     (c) assist in the review of the Debtors' proposed financing;

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

     (e) assist in the analysis of the Debtors' assets and
         liabilities, and any proposed transaction 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;

     (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 or preparation of information and
         analysis necessary for the confirmation of a plan.

The hourly rates charged by the firm range from $800 to $975 for
managing directors, $625 to $775 for directors, $475 to $600 for
associates, and $375 to $450 for analysts.

Mark Greenberg, managing director of Alvarez & Marsal, disclosed in
a court filing that his firm does not represent any interest
adverse to the committee.

The firm can be reached through:

     Mark Greenberg
     Alvarez & Marsal North America, LLC
     600 Madison Avenue, 8th Floor
     New York, NY 10022
     Phone: +1 212-759-4433
     Fax: +1 212-759-5532

                     About Montco Offshore

Based in Galliano, Louisiana, Montco Offshore, Inc. --
http://www.montco.com/mo--  was founded by the Orgeron family in  
1948.  Over its 60+ years, the Company has served the offshore
energy industries with crew boats, ocean-going tugs, deck barges,
supply boats, and liftboats. Currently, Montco specializes in
liftboats ranging in size from 235 feet to 335 feet which provide
the best quality and safety of service for customers requiring
versatile elevated vessels/work-platforms.  Montco has total fleet
of six vessels includes (a) two 335' class liftboats, known as (i)
"Robert," which was unveiled in the first quarter of 2012, and
(ii)
"Jill," which was completed in 2014; (b) two 245' class liftboats,
known as (i) "Kayd," which was completed in 2006, and (ii)
"Myrtle;" which was completed in 2002; and (c) two 235' class
liftboats, each completed in 2009, known as (i) "Paul," and (ii)
"Caitlin."

Montco Offshore, Inc. and its affiliate Montco Oilfield
Contractors, LLC, filed Chapter 11 petitions (Bankr. S.D. Tex. Lead
Case No. 17-31646) on March 17, 2017.  The petitions were signed by
Derek C. Boudreaux, the CFO.  The cases are assigned to Judge
Marvin Isgur.

As of the petition date, on a book basis, Montco Offshore had an
aggregate of approximately $265 million in total assets and
approximately $136 million in total liabilities.  MO Contractors
had approximately $84 million in total assets (which are mostly
made up of receivables) and approximately $126 million in total
liabilities.  

As of the petition date, the Debtors estimate that approximately
$5.3 million was due and owing to holders of prepetition trade
claims against MO Contractors, and approximately $75 million was
due and owing to holders of prepetition trade claims against MO
Contractors, not including the intercompany obligations.

The Debtors tapped Vincent P. Slusher, Esq., David E. Avraham,
Esq., and Adam C. Lanza, Esq. at DLA Piper LLP (US), as bankruptcy
counsel.  The Debtors also engaged Blackhill Partners, LLC, as
their financial advisor and investment broker; and BMC Group,
Inc.,
as their claims & noticing agent.

On March 29, 2017, the Office of the U.S. Trustee appointed an
official committee of unsecured creditors.


MORGAN STANLEY 2005-TOP 19: S&P Lowers Rating on Cl. L Certs to D
-----------------------------------------------------------------
S&P Global Ratings raised its ratings on eight classes of
commercial mortgage pass-through certificates from Morgan Stanley
Capital I Trust 2005-TOP 19, a U.S. commercial mortgage-backed
securities (CMBS) transaction.  In addition, S&P lowered its rating
on class L to 'D (sf)' and affirmed its 'B-(sf)' rating on class K
from the same transaction.

S&P's rating actions reflect its analysis of the transaction,
primarily using its criteria for rating U.S. and Canadian CMBS
transactions, which included a review of the credit characteristics
and performance of the remaining assets in the pool, the
transaction's structure, and the liquidity available to the trust.

S&P raised its ratings on classes B through J to reflect its
expectation of the available credit enhancement for these classes,
which S&P believes is greater than its most recent estimate of
necessary credit enhancement for the respective rating levels.  The
upgrades also reflect the increased defeasance and the decline in
specially serviced assets.

S&P affirmed its 'B- (sf)' rating on class K to reflect its
expectation that the available credit enhancement for this class
will be within its estimate of the necessary credit enhancement
required for the current rating.

While available credit enhancement levels suggest further positive
rating movements on classes D, E, F, G, H, and J and a positive
rating movement on class K, our analysis also considered the
susceptibility to liquidity interruptions from workout fees that
will be assessed when the fully defeased, previously modified
Parkway Center loan ($14.4 million, 13.9%) matures in March 2020.

S&P lowered its rating on class L to 'D (sf)' because it expects
the accumulated interest shortfalls to remain outstanding for the
foreseeable future.

According to the April 12, 2017, trustee remittance report, the
current monthly interest shortfalls totaled $20,343 and resulted
primarily from:

   -- Appraisal subordinate entitlement reduction amounts totaling

      $17,582;

   -- Special servicing fees totaling $1,736; and

   -- Workout fees totaling $1,031.

The current interest shortfalls affected classes subordinate to and
including class L.

                        TRANSACTION SUMMARY

As of the April 12, 2017, trustee remittance report, the collateral
pool balance was $103.7 million, which is 8.4% of the pool balance
at issuance.  The pool currently includes 15 loans and two real
estate-owned (REO) assets, down from 156 loans at issuance.  Two of
these assets ($8.1 million, 7.8%) are with the special servicer,
five ($35.2 million, 33.9%) are defeased, and four ($20.4 million,
19.7%) are on the master servicer's watchlist.  The master
servicer, Wells Fargo Bank N.A., reported financial information for
85.9% of the nondefeased loans in the pool, of which 68.9% was
year-end 2016 data, and the remainder was year-end 2015 data.

S&P calculated a 1.65x S&P Global Ratings weighted average debt
service coverage (DSC) and 55.1% S&P Global Ratings weighted
average loan-to-value (LTV) ratio using a 7.53% S&P Global Ratings
weighted average capitalization rate.  The DSC, LTV, and
capitalization rate calculations exclude the two specially serviced
assets and five defeased loans.  The top 10 nondefeased loans have
an aggregate outstanding pool trust balance of
$66.9 million (64.6%).

To date, the transaction has experienced $12.1 million in principal
losses, or 1.0% of the original pool trust balance.  S&P expects
losses to reach approximately 1.5% of the original pool trust
balance in the near term, based on losses incurred to date and
additional losses it expects upon the eventual resolution of the
two specially serviced assets.

                       CREDIT CONSIDERATIONS

As of the April 12, 2017, trustee remittance report, two assets in
the pool were with the special servicer, C-III Asset Management LLC
(C-III).  Details of the specially serviced assets, both of which
are part of top 10 nondefeased loans, follow:

The Sportmart Crystal Lake REO asset ($4.5 million, 4.3%) has a
total reported exposure of $4.9 million.  The asset is a retail
property totaling 52,599 sq. ft. located in Crystal Lake, Ill.  The
loan transferred to the special servicer on May 8, 2015, because of
imminent default and became REO on July 21, 2016.  
C-III indicated that the property is currently 100% vacant after
the sole tenant filed for bankruptcy.  A $1.6 million appraisal
reduction amount (ARA) is in effect against this asset.  S&P
expects a significant loss (60% or greater)upon this asset's
eventual resolution.

The Parkway Plaza Shopping Center REO asset ($3.6 million, 3.5%)
has a total reported exposure of $5.0 million.  The asset is a
retail property totaling 75,300-sq.-ft. located in Idaho Falls,
Idaho.  The loan transferred to the special servicer on Nov 21,
2013, for nonmonetary default and became REO on Nov. 19, 2015.  The
special servicer indicated that it is holding the property to
pursue new leasing, and a sale is anticipated in the third quarter
of 2017.

A $2.4 million ARA is in effect against this asset.  S&P expects a
significant loss upon this asset's eventual resolution.

S&P estimated losses for the two specially serviced assets,
arriving at a 74.2% weighted average loss severity.

RATINGS LIST

Morgan Stanley Capital I Trust 2005-TOP 19
Commercial mortgage pass-through certificates series 2005-TOP 19
                                 Rating
Class            Identifier      To                   From
B                61745M5K5       AAA (sf)             AA (sf)
C                61745M5L3       AAA (sf)             AA- (sf)
D                61745M5M1       AA+ (sf)             A- (sf)
E                61745M5Q2       AA (sf)              BBB- (sf)
F                61745M5R0       AA- (sf)             BB (sf)
G                61745M5S8       A+ (sf)              BB- (sf)
H                61745M5T6       A (sf)               B+ (sf)
J                61745M5U3       BBB+ (sf)            B (sf)
K                61745M5V1       B- (sf)              B- (sf)
L                61745M5W9       D (sf)               CCC- (sf)


MOTHERSHIP VENTURES: U.S. Trustee Unable to Appoint Committee
-------------------------------------------------------------
The Office of the U.S. Trustee on May 10 disclosed in a court
filing that no official committee of unsecured creditors has been
appointed in the Chapter 11 case of Mothership Ventures, LLC.

                    About Mothership Ventures

Mothership Ventures, LLC, based in Houston, Texas, filed a Chapter
11 petition (Bankr. S.D. Tex. Case No. 17-31776) on March 26, 2017.


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

The Hon. Marvin Isgur presides over the case. Reese W. Baker, Esq.,
at Baker & Associates, LLP, serves as bankruptcy counsel.  The
Debtor hired Debbie Filipovitch of Amorcil Business Group, LLC as
its bookkeeper.


MOUNTAIN WEST: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Mountain West Hospitality, LLC
          aka Hampton Inn Elkins
          aka Hilton Garden Inn Clarksburg
        PO Box 190
        Bonita Springs, FL 34133-0190

Case No.: 17-04118

About the Debtor: Mountain West owns hotels in Randolph County and
                  Harrison County, West Virginia.

Chapter 11 Petition Date: May 12, 2017

Court: United States Bankruptcy Court
       Middle District of Florida (Ft. Myers)

Debtor's Counsel: Michael R Dal Lago, Esq.
                  DAL LAGO LAW
                  999 Vanderbilt Beach Road, Suite 200
                  Naples, FL 34108
                  Tel: (239) 571-6877
                  E-mail: mike@dallagolaw.com

Estimated Assets: $10 million to $50 million

Estimated Debts: $10 million to $50 million

The petition was signed by William A. Abruzzino, managing member.

The Debtor did not file a list of its 20 largest unsecured
creditors together with the bankruptcy petition.

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

           http://bankrupt.com/misc/flmb17-04118.pdf

Pending bankruptcy cases of affiliates:

   Debtor/Court           Petition Date          Case No.
   ------------           -------------          --------
Center Designs, LLC         3/13/17              17-02045
M.D. Fla.

Covington Place             4/03/17              17-02859
Associates, LLC
M.D. Fla.

Retail Designs, LLC         3/13/17              17-02044
M.D. Fla.


MTN INC: U.S. Trustee Unable to Appoint Committee
-------------------------------------------------
An official committee of unsecured creditors has not yet been
appointed in the Chapter 11 case of MTN Inc. as of May 12,
according to a court docket.

                          About MTN Inc.

MTN Inc., which does business under the names NYP Bar and Grill, NY
Holding LLC and NY Pizza and Bar LLC, offers handcrafted local food
and beverage to customers in Bellingham, Burlington, Everett,
Lynden, Renton, Seattle and Tacoma.  

The Debtor sought Chapter 11 protection (Bankr. W.D. Wash. Case No.
17-11640) on April 11, 2017.  Mike Novak, president, signed the
petition.  The case is assigned to Judge Timothy W. Dore.  

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

Larry B. Feinstein, Esq., at Vortman & Feinstein, P.S., serves as
the Debtor's bankruptcy counsel.


MUSCLEPHARM CORP: CEO Drexler Reports 46.8% Stake as of Dec. 8
--------------------------------------------------------------
In an amended Schedule 13D filed with the Securities and Exchange
Commission, Ryan Charles Drexler disclosed that as of Dec. 8, 2016,
he beneficially owns 10,842,943 shares of common stock, par value
$0.001 per share, of MusclePharm Corp. representing 46.8 percent of
the shares outstanding.  Mr. Drexler is currently the chief
executive officer of Consac, LLC and the president, chief executive
officer and executive chairman of the Board of Directors of
MusclePharm.

On Dec. 8, 2016, Mr. Drexler was granted 200,000 shares of
restricted stock in consideration of his entering into the Amended
and Restated Executive Employment Agreement between with
MusclePharm dated Nov. 18, 2016.  On Jan. 1, 2017, Mr. Drexler was
granted an additional 350,000 shares of restricted stock pursuant
to the terms of the Employment Agreement, upon the achievement of
specified performance goals previously established by the
Compensation Committee of the Company's Board of Directors.  Each
grant of restricted stock was made under, and subject to the terms
and conditions of, the Company's 2015 Incentive Compensation Plan,
and vests in full upon the first anniversary of its respective
grant date.

In addition, on Jan. 14, 2017, MusclePharm and Mr. Drexler amended
the previously reported convertible secured promissory note dated
Dec. 7, 2015, issued by the Issuer to Mr. Drexler, as the "Holder",
in the original principal amount of $6,000,000.  The amendment
increased the interest rate on the First Convertible Note from 8%
to 10% per annum and extended the maturity date thereof from Jan.
15, 2017, to Nov. 8, 2017.  The principal amount of the First
Convertible Note, as well as any accrued but unpaid interest
thereon, is convertible into shares of Common Stock at a per share
exercise price of $2.30.

Mr. Drexler currently intends to purchase up to 155,000 shares of
the Company's Common Stock in a privately negotiated transaction,
at a purchase price of approximately $1.60 per share.  However,
there can be no assurances that this proposed transaction will
close, or as to the terms and conditions or the timing of such
proposed transaction.

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

                   https://is.gd/bzzUlO

                     About MusclePharm

Headquartered in Denver, Colorado, MusclePharm Corporation (OTCQB:
MSLP) -- http://www.muslepharm.com/-- develops and manufactures a
full line of National Science Foundation approved nutritional
supplements that are 100 percent free of banned substances.
MusclePharm is sold in over 120 countries and available in over
5,000 U.S. retail outlets, including GNC and Vitamin Shoppe.
MusclePharm products are also sold in over 100 online stores,
including bodybuilding.com, Amazon.com and Vitacost.com.

MusclePharm reported a net loss of $3.47 million on $132.5 million
of net revenue for the year ended Dec. 31, 2016, compared to a net
loss of $51.85 million on $166.85 million of net revenue for the
year ended Dec. 31, 2015.  The Company's balance sheet at Dec. 31,
2016, showed $34.09 million in total assets, $38.97 million in
total liabilities, and a total stockholders' deficit of $4.88
million.


NEW ATRIUM: Taps Minchella & Associates as Legal Counsel
--------------------------------------------------------
New Atrium, LLC seeks approval from the U.S. Bankruptcy Court for
the Northern District of Illinois to hire legal counsel in
connection with its Chapter 11 case.

The Debtor proposes to hire Minchella & Associates, Ltd. to, among
other things, give legal advice regarding its duties under the
Bankruptcy Code, negotiate with creditors, and assist in
formulating a plan of reorganization.

Erica Crohn Minchella, Esq., the attorney designated to represent
the Debtor, will charge $350 per hour.

Ms. Minchella and her firm are "disinterested persons" as defined
in section 101(14) of the Bankruptcy Code, according to court
filings.

The firm can be reached through:

     Erica Crohn Minchella, Esq.
     Minchella & Associates, Ltd.
     7538 St. Louis Ave.
     Skokie, IL 60076
     Phone: 847-677-6772
     Email: erica@ecminchellalaw.com

                       About New Atrium LLC

New Atrium LLC, which is based in Wilmington, Delaware, has a
single-asset real estate holding.

On February 16, 2017, three creditors filed an involuntary Chapter
11 petition against the Debtor (Bankr. N.D. Ill. Case No.
17-04567).  The Hon. Judge Janet S. Baer presides over the case.
The petitioning creditors are Hanna Architects Inc., Hussain White
and Pamela Ross.  The creditors are represented by Keevan D.
Morgan, Esq., at Morgan & Bley, Ltd.

An Order for Relief was entered on March 28, 2017.

On April 10, New Atrium filed a Chapter 11 Plan of Reorganization
that proposes 100% to be paid to Unsecured Creditors.

On April 25, Joseph A Baldi was appointed Chapter 11 trustee.


NUVERRA ENVIRONMENTAL: Hires AP Services' Albergotti as CRO
-----------------------------------------------------------
Nuverra Environmental Solutions, Inc., and its debtor-affiliates
seek permission from the U.S. Bankruptcy Court for the District of
Delaware to employ Robert D. Albergotti of AP Services LLC as their
Chief Restructuring Officer.

The Debtors require Mr. Albergotti with the assistance of APS to:

     a. assist the Debtors with management of their financial and
treasury functions;

     b. assist with the preparation of the statements of affairs,
schedules, and other regular reports required by the Court;

     c. provide testimony before the Court, as required, on matters
that are within the scope of this engagement and within APS's area
of testimonial competencies;

     d. assist in obtaining and presenting information required by
parties in interest in the Debtors' bankruptcy process including
official committees appointed by the Court and the Court itself;

     e. assist the "working group" professionals who are
representing the Debtors or their stakeholders in the
reorganization process with their efforts in a manner consistent
with the Debtors' overall restructuring goals;

     f. maintain signing authority on behalf of the Debtors in line
with the Debtors' internal delegation of authority and/or risk
management policies;

     g. provide assistance to management in connection with the
Debtors' development and maintenance of their rolling 13-week cash
receipts and disbursements forecasting tool;

     h. provide assistance to management in connection with the
Debtors' review and/or development of their revised business plan,
and such other related forecasts as may be required;

     i. assess basin level operations for profitability and growth
opportunities;

     j. assist in communication and/or negotiation with the
Debtors' stakeholders, including, but not limited to, the Debtors'
lenders and their advisors;

     k. assist management in reviewing and enhancing current cost
reduction initiatives, and

     l. assist with such other matters as may be requested that
fall within APS's expertise and that are mutually agreeable.

APS professionals who will work on the Debtors case and their
hourly rates are:

   Robert D. Albergotti, Chief Restructuring Officer     $985

   Robert Sulliva, Operations Subject Matter Expert      $1,050

   Michael Hartley, Restructuring Team                   $800

   Dan Kelsall, Liquidity Management
        & Business Planning                              $605

   Alvaro Corletto- Costa, Liquidity
        Management & Business Planning                   $415

   Shamiq Syed, Restructuring Team                       $415

   Hart Ku, Restructuring Team                           $325

APS professionals hourly rates for 2017:

     Managing Director                    $960–$1,135
     Director                             $745–$910
     Vice President                       $550–$660
     Associate                            $380–$520
     Analyst                              $135–$365
     Paraprofessionals                    $250–$270
     Developer                            $200–$415

APS received an initial retainer of $200,000 (the "Retainer") from
the Debtors. In addition to the Retainer, during the 90 days prior
to the commencement of these chapter 11 cases, the Debtors paid APS
a total of $1,341,902.38 incurred in providing services to the
Debtors.

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

Robert D. Albergotti, authorized representative of AP Services,
LLC, assured the Court that the firm is a "disinterested person" as
the term is defined in Section 101(14) of the Bankruptcy Code and
does not represent any interest adverse to the Debtors and their
estates.

APS may be reached at:

      Robert D. Albergotti
      AP Services, LLC
      909 Third Avenue
      New York, NY 10022
      Tel: (212) 490 2500
      Fax: (212) 490 1344

                        About Nuverra

Nuverra Environmental Solutions, Inc. (OTCQB: NESC) provides
environmental solutions to customers focused on the development and
ongoing production of oil and natural gas from shale formations.
The Scottsdale, Arizona-based Company operates in shale basins
where customer exploration and production activities are
predominantly focused on shale and natural gas.

Nuverra Environmental Solutions, Inc., and its affiliates sought
Chapter 11 protection (Bankr. D. Del. Lead Case No. 17-10949) on
May 1, 2017.

As of March 31, 2017, Nuverra had $342.6 million in total assets
and $534.5 million in total liabilities.

The Hon. Kevin J. Carey is the case judge.

Shearman & Sterling LLP is serving as bankruptcy counsel to the
Debtors, with the engagement led by Fredric Sosnick, Esq., Sara
Coelho, Esq., and Stephen M. Blank, Esq.

Young Conaway Stargatt & Taylor, LLP, is the local bankruptcy
co-counsel, with the engagement led by Jaime Luton Chapman, Esq.,
Pauline K. Morgan, Esq., and Kenneth J. Enos, Esq.

AP Services, LLC, is the Debtors' restructuring advisors, with the
engagement led by Robert Albergotti, and Dan Kelsall.

Prime Clerk LLC is the claims and noticing agent.


NUVERRA ENVIRONMENTAL: Sets De Minimis Assets Sale Procedures
-------------------------------------------------------------
Nuverra Environmental Solutions, Inc., and its affiliates ask the
U.S. Bankruptcy Court for the District of Delaware to authorize
uniform sale procedures to effectuate sales, assignments,
conveyances, transfers or other dispositions of assets to any
person or entity in a single transaction with a selling price of
not more than $50,000 per transaction, with an aggregate selling
price for all de minimis sales of no more than $2,000,000.

A hearing on the Motion is set for May 31, 2017 at 2:00 p.m. (ET).
The objection deadline is May 24, 2017 at 4:00 p.m. (ET).

The Debtors are currently in possession of certain assets of de
minimis value, in relation to the Debtors' estates, that are no
longer necessary for operation of their current business or
long-term business goals.  Such De Minimis Assets consist primarily
of water fracking tanks, and the Debtors may also desire to sell
other miscellaneous assets of de minimis value.

Prior to the Petition Date, the Debtors sold similar types of
assets as necessary in the ordinary course of their business.  They
do not currently have specific contracts to sell such assets in the
Chapter 11 cases but believe that if the opportunity presents
itself, the further sale of such assets during the Chapter 11 cases
would maximize estate value for the benefit of all creditors.

On the Petition Date, the Debtors filed their Prepackaged Plans of
Reorganization Under Chapter 11 of the Bankruptcy Code and related
disclosure statement.  Voting on the Plan began prior to the
Petition Date, but has not yet concluded.

The Plan comprises (i) the Nuverra Group Plan for all of the
Debtors except for Appalachian Water Services, LLC and Badlands
Power Fuels, LLC (DE); (ii) a separate plan of reorganization for
Appalachian Water Services, LLC and (iii) a separate plan of
reorganization for Badlands Power Fuels, LLC (DE).  The Plan was
developed in accordance with the terms of the Restructuring Support
Agreement, dated as of April 9, 2017, as amended from time to time,
among the Debtors and certain supporting noteholders who hold 100%
of the outstanding principal amount of the claims arising under a
term loan credit agreement, dated April 15, 2016 and approximately
86% in outstanding principal amount of the 12.5%/10% senior secured
notes due 2021 ("Supporting Noteholders").  The Restructuring
Support Agreement obligates the Supporting Noteholders, subject to
certain terms and conditions, to vote to approve the Plan. The
Debtors expect that, with the affirmative vote of the Supporting
Noteholders, each Plan will be accepted by one or more impaired
classes of creditors.

On the Petition Date, the Debtors filed their DIP Motion which was
approved on an interim basis on May 2, 2017.  The Interim DIP Order
approved the Debtors' entry into two DIP financing facilities: (i)
a senior secured DIP revolving credit facility in an aggregate
principal amount of up to $31.5 million ("DIP Revolving Facility")
and (ii) a senior secured DIP term loan facility in an aggregate
principal amount of up to $12.5 million ("DIP Term Loan
Facility").

The De Minimis Assets to be sold in the asset sales constitute
collateral under the Debtors' DIP Facilities, and the Debtors will
apply the proceeds from De Minimis Sales in accordance with the
requirements of their DIP Facilities.  Pursuant to the DIP
Revolving Facility, proceeds of asset sales must be applied to
satisfy amounts owed under the prepetition revolving credit
facility, and, if the prepetition revolving credit facility has
been satisfied in full, to amounts owed under the DIP Revolving
Facility.  The DIP Term Loan Facility has a similar provision, but
it is not applicable in circumstances that give rise to a
prepayment under the prepetition revolving credit facility or DIP
Revolving Facility.  By applying the proceeds of any asset sales to
satisfy amounts outstanding under the prepetition revolving credit
facility or DIP Revolving Facility, the Debtors can increase
borrowing base availability under the DIP Revolving Facility.

Given the monetary value of the De Minimis Assets in relation to
the magnitude of the Debtors' overall operations, and the
contemplated expedited time frame of these Chapter 11 Cases (less
than 60 days), it would not be an efficient use of resources to ask
Court approval each and every time they have an opportunity to sell
De Minimis Assets.  In the exercise of their sound business
judgment, the Debtors have determined that the prompt sale of De
Minimis Assets, without the need for further notice, motions,
hearings and subsequent court approval: (i) is in the best interest
of their stakeholders, (ii) will enable the maximization of value
and efficient sale of De Minimis Assets, (iii) will provide needed
liquidity, and (iv) is consistent with customary procedures
approved by the Court.

Accordingly, the Debtors ask the Court to enter an order
authorizing them to sell the De Minimis Assets in accordance with
the Procedures.  The Debtors believe that the Procedures will
maximize the likelihood that they can effectively and efficiently
negotiate and consummate the sale of De Minimis Assets, while
protecting the interests of creditors.

The Debtors propose to sell the De Minimis Assets for the highest
and best offer received, taking into consideration the exigencies
and circumstances.  If the relief requested is granted, with regard
to De Minimis Sales in any single transaction (excluding
transactions with "insiders," if any, as defined in Section 101 of
the Bankruptcy Code), the Debtors would abide by these procedures:


   a. the Debtors will be authorized to consummate a De Minimis
Sale without further order of the Court or notice to any party
other than Wells Fargo Bank, N.A. as administrative agent under the
DIP Revolving Facility, Wilmington Savings Fund Society, FSB as
administrative agent under the DIP Term Loan Facility, the
Supporting Noteholders and the United States Trustee (each of which
will be given two Business Days' notice) if the Debtors determine
in the exercise of their business judgment that such a sale is in
the best interest of their estates;

   b. any such transactions will be deemed final and fully
authorized by the Court and, unless otherwise agreed to by the
proposed purchaser of any De Minimis Assets, all De Minimis Sales
will be free and clear of all Liens, with such Liens attaching only
to the sale proceeds in the same validity, extent and priority as
immediately prior to the transaction; and

   c. good faith purchasers of such assets will be entitled to the
protections of section 363(m) of the Bankruptcy Code.

In the event that the sale price of a De Minimis Sale exceeds the
limits set forth, the Debtors will ask Court approval of such sale
and provide notice to all appropriate parties in accordance with
the applicable provisions of the Bankruptcy Code and the Federal
Rules of Bankruptcy Procedure.

The Debtors also ask authority to pay the reasonable and necessary
fees and expenses incurred in the sale or transfer of any De
Minimis Assets, including commission fees to agents, brokers,
auctioneers and liquidators, if any.

The De Minimis Assets would be of little or no use or value to the
Debtors' estates.  To defray any tax, insurance or other additional
costs associated with the De Minimis Assets, and to prevent the
further depreciation of such De Minimis Asset's value, they ask
authorization to consummate sales of the De Minimis Assets in
accordance with the Procedures.  The Debtors have determined in
their sound business judgment that implementing a process to sell
the De Minimis Assets will provide them with the necessary
flexibility during their sales efforts.

As noted, prior to the Chapter 11 Cases, the Debtors sold certain
assets that were no longer of use in their operations.  During
these cases, they will continue to evaluate their operations, and
in an effort to maximize efficiency and estate value, may decide to
sell further De Minimis Assets.  The sale of such assets in
accordance with the Procedures will enable the Debtors to avoid or
defray any operational, carrying, storage or other expenses
associated with the De Minimis Assets.  Accordingly, the Debtors
ask the Court to approve the relief sought.

To implement the foregoing successfully, the Debtors ask a waiver
of the 14-day stay of an order authorizing the use, sale, or lease
of property under Bankruptcy Rule 6004(h).

                      About Nuverra

Nuverra Environmental Solutions, Inc. (OTCQB: NESC) provides
environmental solutions to customers focused on the development
and
ongoing production of oil and natural gas from shale formations.
The Scottsdale, Arizona-based Company operates in shale basins
where customer exploration and production activities are
predominantly focused on shale and natural gas.

As of March 31, 2017, Nuverra had $342.6 million in total assets
and $534.5 million in total liabilities.

Nuverra Environmental Solutions, Inc., and its affiliates sought
Chapter 11 protection (Bankr. D. Del. Lead Case No. 17-10949) on
May 1, 2017.  The cases are being jointly administered before the
Hon. Kevin J. Carey.

Shearman & Sterling LLP is serving as bankruptcy counsel to the
Debtors, with the engagement led by Fredric Sosnick, Esq., Sara
Coelho, Esq., and Stephen M. Blank, Esq.

Young Conaway Stargatt & Taylor, LLP, is the local bankruptcy
co-counsel, with the engagement led by Jaime Luton Chapman, Esq.,
Pauline K. Morgan, Esq., and Kenneth J. Enos, Esq.

AP Services, LLC, is the Debtors' restructuring advisors, with the
engagement led by Robert Albergotti, and Dan Kelsall.

Prime Clerk LLC is the claims and noticing agent.


OCONEE REGIONAL: Two Affiliates' Voluntary Chapter 11 Case Summary
------------------------------------------------------------------
Two more affiliates of Oconee Regional Health Systems, Inc., that
sought bankruptcy protection:

      Debtor                                      Case No.
      ------                                      --------
      ORHV Sandersville Family Practice, LLC      17-51012
      821 North Cobb Street
      Milledgeville, GA 31061

      Oconee Regional Senior Living, Inc.         17-51013

Business Description: Oconee Regional Medical Center (ORMC) is
                      located in Milledgeville near the geographic
                      center of Georgia, providing advanced
                      healthcare technologies to the 90,000
                      residents living in the seven surrounding
                      counties.

                      The hospital offers a wide range of medical
                      services -- from specialized treatment
                      centers for cancer and wound care -- to
                      advanced imaging technologies that include
                      digital mammography and high-speed CT
                      scanning.  In addition to its 24/7 Emergency
                      Department, the hospital also offers a
                      number of outpatient treatment programs,
                      same-day surgery, health education programs,
                      and a state-of-the-art laboratory for
                      diagnostic testing.  For inpatient
                      treatment, the hospital is licensed for 140
                      acute care beds and for 15 beds in its
                      Skilled Nursing Unit, which serves patients
                      requiring extended care.

                      ORMC's roots date back to March 1957, when
                      it opened as Baldwin County Hospital.  In
                      the 1990s, the hospital's name was
                      officially changed to Oconee Regional
                      Medical Center and Oconee Regional Health
                      Systems, Inc. was formed as a non-profit 501
                      (c) (3) organization to serve as a holding
                      company to operate the hospital.  Today, the
                      system also encompasses a number of other
                      healthcare subsidiaries, including Jasper
                      Health Services which operates Jasper
                      Memorial Hospital and The Retreat Nursing
                      Home, both located in Monticello, Georgia.

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

Chapter 11 Petition Date: May 11, 2017

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

Debtors' Counsel: Mark I. Duedall, Esq.
                  BRYAN CAVE LLP
                  1201 West Peachtree Street, 14th Floor
                  Atlanta, GA 30309
                  Tel: 404-572-6600
                  Fax: 404-572-6999
                  E-mail: mark.duedall@bryancave.com

                     - and -

                  Leah Fiorenza McNeill, Esq.
                  BRYAN CAVE LLP
                  1201 W. Peachtree, 14th Floor
                  One Atlantic Center
                  Atlanta, GA 30319
                  Tel: 404-972-6925
                  E-mail: leah.fiorenza@bryancave.com

Debtors'
Special
Counsel:          JAMES-BATES-BRANNAN-GROOVER-LLP
                  3399 Peachtree Rd. N.E.
                  17th Floor, Atlanta
                  Georgia 30326

Debtors'
Investment
Banker:           HOULIHAN LOKEY

Debtors'
Financial
Advisor:          GRANT THORNTON

Estimated Assets: $0 to $50,000

Estimated Liabilities: $100,000 to $500,000

The petitions were signed by Steven M. Johnson, interim chief
executive officer.

Debtor ORHV Sandersville Family Practice has no unsecured
creditors.

A full-text copy of ORHV Sandersville Family Practice's petition is
available for free at http://bankrupt.com/misc/gamb17-51012.pdf


OLD FASHION BUTCHER: Seeks to Hire At Tax as Accountant
-------------------------------------------------------
Old Fashion Butcher Shop Inc. seeks approval from the U.S.
Bankruptcy Court for the Eastern District of New York to hire an
accountant.

The Debtor proposes to hire At Tax Accounting Solutions Corp. to,
among other things, audit its books and records, prepare monthly
operating reports, and file tax returns.

The firm will be paid an hourly fee of $100 for the services of its
accountants and $50 for bookkeeper or paralegal.  At Tax estimates
that the total cost of services will not exceed $6,000 during the
next 12 months.

Andrew Tsentides, an accountant employed with At Tax, disclosed in
a court filing that he is a "disinterested person" as defined in
section 101(14) of the Bankruptcy Code.

The firm can be reached through:

     Andrew Tsentides
     At Tax Accounting Solutions Corp.
     148 Hungerford Road N
     Briarcliff Manor, NY 10510

                 About Old Fashion Butcher Shop

Old Fashion Butcher Shop Inc. sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 17-41006) on March 2,
2017.  The petition was signed by Ioannis Kukularis,
vice-president.  

At the time of the filing, the Debtor estimated assets of less than
$50,000 and liabilities of less than $500,000.

The Debtor is represented by Corash & Hollender, PC.


OPTIMA SPECIALTY: PSA Approved; Parent to Chip in $200M in Plan
---------------------------------------------------------------
Vince Sullivan, writing for Bankruptcy Law360, reports that a
Delaware bankruptcy court has approved a plan support agreement in
the case of Optima Specialty Steel Inc. that will see the Debtor's
parent company, Optima Acquisitions LLC, contribute $200 million to
the bankrupt estate to satisfy all outstanding claims in full.

The PSA received court approval amid the opposition of the Debtor's
postpetition lenders, Law360 shares.

                About Optima Specialty Steel

Optima Specialty Steel, Inc., and its affiliates filed separate
Chapter 11 bankruptcy petitions on Dec. 15, 2016: Optima Specialty
Steel, Inc. (Bankr. D. Del. 16-12789); Niagara LaSalle Corporation
(Bankr. D. Del. 16-12790); The Corey Steel Company (Bankr. D. Del.
16-12791); KES Acquisition Company (Bankr. D. Del. 16-12792); and
Michigan Seamless Tube LLC (Bankr. D. Del. 16-12793).  The
petitions were signed by Mordechai Korf, chief executive officer.
At the time of filing, the Debtor had assets and liabilities
estimated at $100 million to $500 million each.

Optima Specialty Steel and its affiliates are independent
manufacturers of specialty steel products.  Their manufacturing
facilities are located in the United States, and each of the
companies' operating units have operated in the steel industry for
more than 50 years.  At the time of the bankruptcy filing, the
Debtors collectively employ more than 900 people.

The Debtors engaged Greenberg Traurig, LLP, in Wilmington, DE, as
counsel; Ernst & Young LLP as accountant; Miller Buckfire & Co.,
LLC and its affiliate Stifel, Nicolaus & Co., Inc. as investment
banker; and Garden City Group, LLC as claims and noticing agent.

On Jan. 4, 2017, the U.S. Trustee for Region 3 appointed a
7-member
official unsecured creditors committee in the Debtors' cases.  The
committee hired Squire Patton Boggs (US) LLP as its lead counsel;
Whiteford, Taylor & Preston LLC as its local Delaware counsel; and
FTI Consulting, Inc. as financial advisor.

No request has been made for the appointment of a trustee or
examiner.


OUTER HARBOR: Committee Bid to Extend Challenge Period Denied
-------------------------------------------------------------
Judge Laurie Selber Silverstein entered a bench ruling on May 5,
2017, denying the bid of the Official Committee of Unsecured
Creditors in the bankruptcy case of Outer Harbor Terminal LLC to
extend the investigation (or challenge) period relating to claims
against the DIP Lenders and their affiliates and related parties
under the Final DIP Order.

"While it may be unfortunate that the Committee was not appointed
earlier, I cannot use that circumstance to re-open an expired
period.  Lenders are entitled to rely on the finality of orders.
The Office of the United States Trustee ensured that parties in
interest had an opportunity to challenge the released claims.  No
party-in-interest did so within the allotted time," the judge
opined.

Nevertheless, the Bankruptcy Court held that the Committee "is
entitled to some Rule 2004 investigation and/or plan discovery."  

The Court made that ruling on a motion brought pursuant to both
Bankruptcy Rule 2004 and the Rule 7000 series of discovery rules
for an order directing the debtor and its insiders to produce
documents, appear at depositions and respond to other discovery
regarding some $25 million in prepetition transfers to the Debtors'
insiders.

The case is unusual as the DIP Lenders' affiliates are also
insiders of the Debtors.

The judge however added, ". . . some discretion must be used in
determining the scope of the investigation necessary to fulfill
that obligation."  The judge urged all parties for a status
conference to be arranged to report on progress.

A copy of the Bench Ruling is available at http://bit.ly/2r6xvWW

                About Outer Harbor Terminal

Outer Harbor Terminal, LLC -- aka Ports America Outer Terminal,
LLC, PAOH, and PAOHT -- was a joint venture of Ports America and
Terminal Investment Ltd.  The Oakland, California-based port
operator filed for Chapter 11 protection (Bankr. D. Del. Case No.
16-10283) on Feb. 1, 2016.  It announced plans to wind down
operations and leave Oakland to concentrate on its investments in
other terminals that the company operates in Tacoma, Los
Angeles-Long Beach, New York-New Jersey and Baltimore.

The Chapter 11 petition was signed by Heather Stack, chief
financial officer.  The Hon. Laurie Selber Silverstein is the case
judge.  The Debtor listed $103 million in assets and $370 million
in debt.

Milbank, Tweed, Hadley & Mccloy LLP is the Debtor's general
counsel.  Mark D. Collins, Esq., at Richards, Layton & Finger,
P.A., serves as its Delaware counsel.  Prime Clerk LLC is the
claims and noticing agent.


P10 INDUSTRIES: Plan Declared Effective on May 4
------------------------------------------------
P10 Industries, Inc. (OTC:PIOIQ), formerly Active Power, Inc.,
related that the conditions to effectiveness of the prepackaged
plan of reorganization under Chapter 11 of the Federal Bankruptcy
Code, as amended and approved on April 26, 2017 by the Honorable
Craig A. Gargotta, U.S. Bankruptcy Court, San Antonio, Texas, have
occurred. As a result, the Plan Effective Date is May 4, 2017.

The key features of the plan include:

* 210/P10 Investment LLC paid $4.65 million for approximately
   21.65 million shares of the company’s common stock

* $10 million dollar acquisition line of credit with 210/P10
   Investment LLC agreed to and in place

* Satisfied all liabilities with Langley Holdings associated with

   the APA including their assumption of the Braker facility lease
   
* Shareholders of record on May 4, 2017 will receive one share of

   new common stock in P10 Industries in exchange for each share
   of stock owned, reflecting a new charter amendment restricting
   certain transfers to protect the Company’s net operating
losses

* Board members include Robert Alpert (Chairman), C. Clark Webb,
   Daryl Dulaney, Mark C. Hood and Mark A. Ascolese, with Stephen
   Clearman remaining as an observer

* CEO agreement to a reduced salary and release from prior
   employment agreement in exchange for options to purchase 1.6
   million shares of common stock

* PIOIQ will trade under the symbol PIOE

The company;s headquarters has moved to:

  8214 Westchester
      Suite 950
      Dallas, Texas 75225

"Today we turn the page on a new era for P10 Industries," said Mark
A. Ascolese, CEO of P10 Industries. "We have completed the
implementation of the conditions of the plan approved last week and
are now focused on executing our business plan."

"We are excited about our investment in P10," said Robert Alpert,
Managing Director of 210/P10 Investment LLC and Chairman of the
Board of P10 Industries. "We can now go about the business of
monetizing the company's IP, growing the Company's business, and
creating shareholder value."

                    About P10 Industries, Inc.

P10 Industries (OTCMKTS: PIOI) is a public company aimed at
monetizing highly valued intellectual property assets and acquiring
profitable businesses in the commercial and industrial markets to
generate profit and positive cash flows, ultimately creating
long-term stockholder value.  P10 was founded on Nov. 19, 2016,
following completion of an asset acquisition of Active Power, Inc.,
by Piller Power Systems, Inc., a subsidiary of Langley Holdings
PLC.  Active Power rebranded and changed its name to P10 Industries
pursuant to the terms of the acquisition agreement.

P10 Industries, Inc. fka Active Power, Inc., based in Austin, Tex.,
filed a Chapter 11 petition (Bankr. W.D. Tex. Case No. 17-50635) on
March 22, 2017.  The Hon. Craig A. Gargotta presides over the case.
Eric Terry, Esq., at Eric Terry Law PLLC, serves as bankruptcy
counsel.  Reiter, Brunel & Dunn, PLLC serves as the Debtor's
corporate counsel.

In its petition, the Debtor declared $4.93 million in total assets
and $6.97 million in total liabilities.  The petition was signed by
Jay Powers, CFO.

A list of the Debtor's 16 largest unsecured creditors is available
for free at http://bankrupt.com/misc/txwb17-50635.pdf


PAYLESS HOLDINGS: Committee Taps Back Bay as Expert Consultant
--------------------------------------------------------------
The official committee of unsecured creditors of Payless Holdings
LLC seeks approval from the U.S. Bankruptcy Court for the Eastern
District of Missouri to hire an expert consultant.

The committee proposes to hire Back Bay Management Corp. and its
division The Michael-Shaked Group as expert consultant, and Dr.
Israel Shaked as expert witness.  

Back Bay and Michael-Shaked will provide expert consulting services
in connection with the valuation of the Debtors' business as well
as their claims tied to the pre-bankruptcy dividend
recapitalization and leveraged buyout.   They will also provide
court testimony and will assist in the preparation of depositions.


The consultants' standard hourly rates range from $175 for
paraprofessionals to $750 for managing directors.  Dr. Shaked's
standard rate is $750 per hour.

Dr. Shaked, managing director of Back Bay, disclosed in a court
filing that he and his firm do not have any connection with the
Debtors or their creditors.

Back Bay can be reached through:

     Israel Shaked
     Back Bay Management Corp.
     2 Park Plaza, suite 500
     Boston, MA 02116
     Phone: (617) 426-4455

                     About Payless Holdings

Payless -- http://www.payless.com/-- was founded in 1956 as an    

everyday footwear retailer.  It has more than 4,000 stores in more
than 30 countries, and employs approximately 22,000 people.  It is
headquartered in Topeka, Kansas, but its operations span across
Asia, the Middle East, Latin America, Europe, and the United
States.

Payless first traded publicly in 1962, and was taken private in May
2012.  Payless Holdings, LLC currently owns, directly or
indirectly, each of its 91 subsidiaries.

Payless Holdings LLC (Bankr. E.D. Mo. Lead Case No. 17-42267) and
its subsidiaries sought protection under Chapter 11 of the
Bankruptcy Code on April 4, 2017.  The petitions were signed by
Paul J. Jones, chief executive officer.   

At the time of the filing, the Debtors estimated their assets at
$500 million to $1 billion and liabilities at $1 billion to $10
billion.   

The Debtors hired Alvarez & Marsal North America LLC as
restructuring advisor; Prime Clerk LLC as claims, balloting and
administrative agent; and Osler, Hoskin & Harcourt LLP as CCAA
counsel.

On April 14, 2017, the Office of the U.S. Trustee appointed an
official committee of unsecured creditors.

On April 25, 2017, the Debtors filed a disclosure statement, which
explains its proposed Chapter 11 plan of reorganization.  The
Debtors' plan, if confirmed and implemented, would reduce their
debt to $469 million.


PAYLESS HOLDINGS: Committee Taps Province as Financial Advisor
--------------------------------------------------------------
The official committee of unsecured creditors of Payless Holdings
LLC seeks approval from the U.S. Bankruptcy Court for the Eastern
District of Missouri to hire a financial advisor.

The committee proposes to hire Province Inc. to provide these
services in connection with the Chapter 11 cases of Payless and its
affiliates:

     (a) assist the committee in determining how to react to the
         Debtors' plan or in formulating and implementing its own
         plan;

     (b) monitor the store liquidation and lease negotiation
         process, interface with the Debtors' professionals, and
         advise the committee regarding the process;

     (c) prepare or review as applicable valuations and claim
         analyses;

     (d) assist the committee in reviewing the Debtors' financial

         reports;

     (e) advise the committee on the current state of the Debtors'

         cases;

     (f) advise the committee in negotiations with the Debtors,
        lenders and third parties; and

     (g) if necessary, participate as a witness in hearings before

         the bankruptcy court.

The hourly rates charged by the firm are:

     Principal               $660 - $700
     Managing Director       $470 - $620
     Senior Director         $470 - $620
     Director                $470 - $620
     Senior Associate        $330 - $460
     Associate               $330 - $460
     Sr. Analyst/Analyst     $250 - $320
     Paraprofessional               $150

Paul Huygens, a certified public accountant and principal of
Province, disclosed in a court filing that no conflict exists
between his firm and any creditor of the Debtors.

The firm can be reached through:

     Paul Huygens
     Province Inc.
     2360 Corporate Circle, Suite 330
     Henderson, NV 89074

                     About Payless Holdings

Payless -- http://www.payless.com/-- was founded in 1956 as an    

everyday footwear retailer.  It has more than 4,000 stores in more
than 30 countries, and employs approximately 22,000 people.  It is
headquartered in Topeka, Kansas, but its operations span across
Asia, the Middle East, Latin America, Europe, and the United
States.

Payless first traded publicly in 1962, and was taken private in May
2012.  Payless Holdings, LLC currently owns, directly or
indirectly, each of its 91 subsidiaries.

Payless Holdings LLC (Bankr. E.D. Mo. Lead Case No. 17-42267) and
its subsidiaries sought protection under Chapter 11 of the
Bankruptcy Code on April 4, 2017.  The petitions were signed by
Paul J. Jones, chief executive officer.   

At the time of the filing, the Debtors estimated their assets at
$500 million to $1 billion and liabilities at $1 billion to $10
billion.   

The Debtors hired Alvarez & Marsal North America LLC as
restructuring advisor; Prime Clerk LLC as claims, balloting and
administrative agent; and Osler, Hoskin & Harcourt LLP as CCAA
counsel.

On April 14, 2017, the Office of the U.S. Trustee appointed an
official committee of unsecured creditors.

On April 25, 2017, the Debtors filed a disclosure statement, which
explains its proposed Chapter 11 plan of reorganization.  The
Debtors' plan, if confirmed and implemented, would reduce their
debt to $469 million.


PAYLESS HOLDINGS: Taps Prime Clerk as Administrative Advisor
------------------------------------------------------------
Payless Holdings LLC seeks approval from the U.S. Bankruptcy Court
for the Eastern District of Missouri to hire Prime Clerk LLC as
administrative advisor.

The services to be provided by the firm include:

     (a) assisting in the solicitation, balloting and tabulation
         of votes, and preparing any related reports in support of

         confirmation of a Chapter 11 plan;

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

         results;

     (c) assisting in the preparation of schedules of assets and
         liabilities and statements of financial affairs and
         gather data in conjunction therewith;

     (d) providing a confidential data room, if requested;

     (e) managing and coordinating any distributions pursuant to a

         bankruptcy plan; and

     (f) providing processing, solicitation, balloting and
         other administrative services.

The firm will receive an advance payment of $50,000 upon execution
of its engagement agreement with the Debtors, which it may use for
pre-bankruptcy fees and expenses.  

Michael Frishberg, co-president and chief operating officer of
Prime Clerk, 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:

     Michael J. Frishberg
     Prime Clerk LLC
     830 Third Avenue, 9th Floor
     New York, NY 10022
     Tel: (212) 257-5450

                     About Payless Holdings

Payless -- http://www.payless.com/-- was founded in 1956 as an    

everyday footwear retailer.  It has more than 4,000 stores in more
than 30 countries, and employs approximately 22,000 people.  It is
headquartered in Topeka, Kansas, but its operations span across
Asia, the Middle East, Latin America, Europe, and the United
States.

Payless first traded publicly in 1962, and was taken private in May
2012.  Payless Holdings, LLC currently owns, directly or
indirectly, each of its 91 subsidiaries.

Payless Holdings LLC (Bankr. E.D. Mo. Lead Case No. 17-42267) and
its subsidiaries sought protection under Chapter 11 of the
Bankruptcy Code on April 4, 2017.  The petitions were signed by
Paul J. Jones, chief executive officer.   

At the time of the filing, the Debtors estimated their assets at
$500 million to $1 billion and liabilities at $1 billion to $10
billion.   

The Debtors hired Alvarez & Marsal North America LLC as
restructuring advisor; Prime Clerk LLC as claims, balloting and
administrative agent; and Osler, Hoskin & Harcourt LLP as CCAA
counsel.

On April 14, 2017, the Office of the U.S. Trustee appointed an
official committee of unsecured creditors.

On April 25, 2017, the Debtors filed a disclosure statement, which
explains its proposed Chapter 11 plan of reorganization.  The
Debtors' plan, if confirmed and implemented, would reduce their
debt to $469 million.


PEABODY ENERGY: S&P Assigns 'B+' CCR Following Ch. 11 Emergence
---------------------------------------------------------------
S&P Global Ratings said it assigned its 'B+' corporate credit
rating to St. Louis-based Peabody Energy Corp.  The outlook is
stable.

Peabody has emerged from Chapter 11 bankruptcy protection.  Peabody
has refinanced first-lien pre-petition claims and shed more than $5
billion in other debt.

At the same time, S&P assigned its 'B+' issue-level rating to the
company's senior secured debt, including a $950 million term loan
due 2022, $500 million 6% senior notes due 2022, and $500 million
6.375% senior notes due 2025.  S&P also assigned a '3' recovery
rating to the senior secured debt, indicating meaningful recovery
(50%-70%; rounded estimate: 65%) in the event of a default.

"The stable outlook is based on our assumption that Peabody's
adjusted leverage will be close to 3x over the next year--in line
with the rating," said S&P Global Ratings credit analyst Chiza
Vitta.  "The company's new capital structure should be considerably
less expensive to service, and excess cash flow sweep requirements
support some debt reduction.  Although met coal prices are falling
from elevated levels, we assume that they will not fall far below
$120/ton for 2017."

S&P could lower the rating if it expected leverage to approach 4x.
S&P views this as unlikely in the short term unless Peabody makes
additional changes to its proposed capital structure.

S&P could raise the rating if it expected Peabody to maintain
adjusted leverage below 3x, along with less variability in
operating results and credit measures.  This could happen as a
result of a more stable coal operating environment.


PENICK PRODUCE: Taps Stokes Law Office as Special Counsel
---------------------------------------------------------
Penick Produce Company, Inc. seeks approval from the U.S.
Bankruptcy Court for the Northern District of Mississippi to hire
Stokes Law Office LLP as special counsel.

The firm will advise the company and its affiliates regarding
agricultural and produce law.  Stokes will be paid on an hourly fee
basis and will be reimbursed for work-related expenses.

Stokes does not hold any interest adverse to the Debtors or their
bankruptcy estates, according to court filings.

The firm can be reached through:

     Craig A. Stokes, Esq.
     Stokes Law Office LLP
     3330 Oakwell Court, Suite 225
     San Antonio, TX  78218
     Phone: 210-804-0011

                  About Penick Produce Company

Founded in 1991, Penick Produce Co., Inc. is a small organization
in the fresh fruits and vegetable companies industry located in
Vardaman, Mississippi.  

Penick Produce, Penick Business LP and Penick LP sought protection
under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Miss. Lead
Case No. 17-11522) on April 26, 2017.  The petitions were signed by
Robert A. Langston, president.  

Judge Jason D. Woodard presides over the cases.  The Debtors are
represented by Douglas C. Noble, Esq., at McCraney, Montagnet, Quin
& Noble, PLLC.

At the time of the filing, Penick Produce estimated its assets at
$10 million to $50 million and debts at $1 million to $10 million.


No trustee, examiner or committee has been appointed.


PETROQUEST ENERGY: Has $4.91M Net Loss in March 31 Quarter
----------------------------------------------------------
Petroquest Energy, Inc. filed with the Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
available to common stockholders of $4.91 million on $20.77 million
of oil and gas sales for the three months ended March 31, 2017,
compared to a net loss available to common stockholders of $39.13
million on $17.32 million of oil and gas sales for the same period
during the prior year.

As of March 31, 2017, Petroquest had $150.25 million in total
assets, $402.61 million in total liabilities and a total
stockholders' deficit of $252.36 million.

"We have historically financed our acquisition, exploration and
development activities principally through cash flow from
operations, borrowings from banks and other lenders, issuances of
equity and debt securities, joint ventures and sales of assets.
However, our liquidity position has been negatively impacted by the
prolonged decline in commodity prices that began in late 2014.

"In response to lower commodity prices we executed a number of
transactions aimed at preserving liquidity, reducing overall debt
levels and extending debt maturities.  Through these transactions,
which included two debt exchanges, we have eliminated all debt
maturing in 2017 and have reduced total debt 30% from $425 million
at December 31, 2014 to $296 million at March 31, 2017.  In
addition to extending the maturity on the majority of our debt that
was due in 2017, our September 2016 debt exchange permits us to
reduce our cash interest expense on our 2021 PIK Notes from 10%
cash to 1% cash and 9% payment-in-kind for the first three
semi-annual interest payments, which is expected to provide us with
more than $30 million of cash interest savings during 2017 and
2018.  Finally, in October 2016, we entered into a new $50 million
Multidraw Term Loan Agreement maturing in 2020, replacing our prior
bank credit facility, which had no borrowing base on the date of
termination," the Company stated in the report.

At March 31, 2017, the Company had a working capital deficit of
approximately $17.8 million as compared to a working capital
deficit of approximately $37.8 million as of Dec. 31, 2016.  The
increase in working capital is primarily due to the redemption on
March 31, 2017, of its remaining 2017 Notes as discussed in

"Our liquidity may be negatively impacted by federal bonding
requirements related to our properties located on the Outer
Continental Shelf (the "OCS").  To cover the various obligations of
lessees on the OCS, the Bureau of Ocean Energy Management
(the"BOEM") and the Bureau of Safety and Environmental Enforcement
(the "BSEE") generally require that lessees have substantial net
worth or post bonds or other acceptable assurances that such
obligations will be satisfied.  Because we are not exempt from the
BOEM's supplemental bonding requirements, we engage surety
companies to post the requisite bonds.  Pursuant to the terms of
our surety agreements, we may be required to post collateral at the
surety companies' discretion.  Two of our surety companies
requested collateral be posted to support certain of the bonds
issued on our behalf and to date, we have provided cash deposits
totaling $7.2 million to satisfy these requests. The surety
companies may request additional collateral which could have a
material adverse effect on our liquidity position.  If we fail to
satisfy future requests for collateral, we may be in default under
our agreements with the surety companies, which could cause a
cross-default under the Multidraw Term Loan Agreement and
potentially the indentures governing the 2021 Notes and 2021 PIK
Notes.  In addition, recently updated BOEM financial assurance and
risk management requirements may increase the amount of surety
bonds or other security required to be provided by us."

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

                      https://is.gd/daMMog

                        About PetroQuest

PetroQuest Energy, Inc., is an independent energy company engaged
in the exploration, development, acquisition and production of oil
and natural gas reserves in East Texas, Oklahoma, South Louisiana
and the shallow waters of the Gulf of Mexico.  PetroQuest's common
stock trades on the New York Stock Exchange under the ticker PQ.

Petroquest reported a net loss available to common stockholders of
$96.24 million on $66.66 million of oil and gas revenues for the
year ended Dec. 31, 2016, compared to a net loss available to
common stockholders of $299.92 million on $115.96 million of oil
and gas revenues for the year ended Dec. 31, 2015.

                       *     *     *

PetroQuest Energy carries a 'Caa3' corporate family rating from
Moody's Investors Service.

As reported by the TCR on Oct. 26, 2016, S&P Global Ratings raised
the corporate credit rating on Lafayette, La.-based E&P company
PetroQuest Energy Inc. to 'CCC' from 'SD'. The outlook is negative.
"The upgrade reflects our reassessment of the company's corporate
credit rating following the exchange of the majority of its
outstanding 10% senior unsecured notes due September 2017 at par,"
said S&P Global Ratings credit analyst Daniel Krauss.  The negative
outlook reflects the company's current debt leverage levels, which
S&P views to be unsustainable, as well as its less than adequate
liquidity position.


PHILADELPHIA HEALTH: Creditors Panel Hires M S Fox as Consultant
----------------------------------------------------------------
The Official Committee of Unsecured Creditors of North Philadelphia
Health System seeks authorization from the U.S. Bankruptcy Court
for the Eastern District of Pennsylvania to retain M S Fox Real
Estate Group as consultant.

The Debtor has sought to retain SSG Capital Advisors, LLC ("SSG")
and J. Scott Victor to attempt to market and obtain a purchaser for
the Debtor's business and assets.

SSG has agreed to work with the Committee's chosen consultant in
order to ensure that the business and assets generate the highest
and/or best value for the Debtor.

The Committee requires the Consultant to:

     a. provide the Committee with recent comparable sale
transactions within the immediate area of the Debtor's 8th and
Girard facility as well as any comparable medical business related
sales;

     b. assess the viability of any proffered sales transaction;

     c. review and evaluate any offers tendered, and providing
comparisons to the market and current conditions;

     d. work with SSG to obtain the highest and/or best value for
the Debtor's business and/or assets.

Compensation for the professional services of the Consultant shall
be a retainer fee of $5,000.00 to be applied to the services
rendered in the first month, and a payment of $5,000.00 per month
for each additional month during which the Consultant is providing
services to the Committee.

Anthony Falcone, vice president of M S Fox Real Estate Group,
assured the Court that the firm is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code and does
not represent any interest adverse to the Debtor and its estates.

Consultant may be reached at:

      Anthony Falcone
      M S Fox Real Estate Group
      8 Penn Center, Suite 1410
      1628 JFK Boulevard
      Philadelphia, PA 19103
      Tel: (215) 568.8000
      Email: tfalcone@msfoxre.com

              About North Philadelphia Health System

North Philadelphia Health System, a Pennsylvania non-profit,
non-stock, non-member corporation, operates the Girard Medical
Center, a state-licensed 65-person private psychiatric hospital,
and the Goldman Clinic, a medically assisted treatment center
located Philadelphia, Pennsylvania.

North Philadelphia Health System sought protection under Chapter 11
of the Bankruptcy Code (Bankr. E.D. Pa. Case No. 16-18931) on Dec.
30, 2016.  The petition was signed by George Walmsley III,
president and CEO.  The case is assigned to Judge Magdeline D.
Coleman.  At the time of the filing, the Debtor estimated its
assets and liabilities at $10 million to $50 million.

The Debtor hired Martin J. Weis, Esq. at Dilworth Paxson LLP as
counsel; John D. Kutzler, Esq. at Buzby & Kutzler, Attorneys at
Law, as special counsel; and SSG Advisors as investment banker.

On Jan. 23, 2017, the Office of the U.S. Trustee appointed an
official committee of unsecured creditors.  The committee hired
Obermayer Rebmann Maxwell & Hippel LLP as its legal counsel.


PLATINUM PARTNERS: Group Wants 2 Indicted Execs to Advise Receiver
------------------------------------------------------------------
Jody Godoy of Bankruptcy Law360 reports that a investor group made
public asked a New York district judge to allow two indicted
Platinum Partners executives Mark Nordlicht and David Levy to go
back to work and advise the Platinum-managed hedge funds' receiver
amid the criminal case to prevent more losses.

The unnamed investor group said they have collectively invested
more in $360 million in two Platinum-managed funds, Law360
relates.

The government is represented by Alicyn Cooley, Lauren Elbert and
Sarah Evans.

Nordlicht is represented by Bill Burck of Quinn Emanuel Urquhart &
Sullivan LLP. Levy is represented by Michael Sommer and Moe Fodeman
of Wilson Sonsini Goodrich & Rosati.

The investors are represented by Saul Feder of Regosin Edwards
Stone & Feder.

The case is U.S. v. Nordlicht et al., case number 1:16-cr-00640, in
U.S. District Court for the Eastern District of New York.

              About Platinum Partners Funds

Platinum Partners' Platinum Partners Value Arbitrage Fund L.P.
("Master Fund") was registered with and regulated by the Cayman
Islands Monetary Authority as a master fund.  Platinum Partners
Value Arbitrage Fund (International) Ltd. ("International Fund")
was registered with and regulated by CIMA as a mutual fund.

The International Fund offered participating shares to prospective
investors.  The International Fund's investment objective was to
achieve superior capital appreciation through its indirect
investment in the Master Fund.  The Master Fund is a multi-strategy
hedge fund.

The Master Fund and International Fund each filed a voluntary
petition under Chapter 15 of the Bankruptcy Code in the U.S.
Bankruptcy Court for the Southern District of New York.  The
Chapter 15 petitions were commenced on Oct. 18, 2016, by
Christopher Barnett Kennedy and Matthew James Wright, the duly
appointed joint provisional liquidators of Master Fund (in
Provisional Liquidation) and the duly appointed joint official
liquidators of International Fund (in Official Liquidation).

Both Funds are in liquidation pursuant to the orders of the
Financial Services Division of the Grand Court of the Cayman
Islands (cause nos. FSD 131 of 2016 (AJJ) (Master Fund) and 118 of
2016 (AJJ) (International Fund) pursuant to Sections 92 and 104 of
the Companies Law, of the Cayman Islands (2016 Revision) in
relation to the International Fund and Master Fund, respectively.

Contemporaneously with the Chapter 15 petitions, the Liquidators
filed a motion with the Bankruptcy Court seeking the Bankruptcy
Court's recognition of (i) the Cayman Liquidations as "foreign
main
proceedings" and (ii) their appointment as "foreign
representatives" of the Funds.

As of June 30, 2016, the Master Fund had total assets of
$1,092,668,500.  The Master Fund's total debt as of May 31, 2016,
was $382,000,000.

Holland & Knight LLP serves as counsel in the Chapter 15 cases.


PORTER BANCORP: Reports First Quarter Financial Results
-------------------------------------------------------
Porter Bancorp, Inc. filed with the Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing net income
of $1.68 million on $9.22 million of interest income for the three
months ended March 31, 2017, compared to net income of $1.48
million on $9.18 million of interest income for the same period in
2016.

As of March 31, 2017, Porter Bancorp had $942.35 million in total
assets, $906.84 million in total liabilities and $35.50 million in
total stockholders' equity.

The Company said that funds are available from a number of sources,
including the sale of securities in the available for sale
investment portfolio, principal pay-downs on loans and
mortgage-backed securities, customer deposit inflows, and other
wholesale funding.  Historically, the Company also utilized
brokered and wholesale deposits to supplement its funding strategy.
The Company is currently restricted from accepting, renewing, or
rolling-over brokered deposits without the prior receipt of a
waiver on a case-by-case basis from its regulators. At March 31,
2017, the Company had no brokered deposits.

The Company also borrows from the FHLB to supplement its funding
requirements.  At March 31, 2017, the Company had an unused
borrowing capacity with the FHLB of $13.9 million.  Its borrowing
capacity is under a detailed loan listing requirement and is based
on the market value of the underlying pledged loans.

Porter Bancorp also has available on a secured basis federal funds
borrowing lines from a correspondent bank totaling $5.0 million.
Management believes its sources of liquidity are adequate to meet
expected cash needs for the foreseeable future.  However, the
availability of these lines could be affected by its financial
position.  The Company is also subject to FDIC interest rate
restrictions for deposits.  As such, the Company is permitted to
offer up to the "national rate" plus 75 basis points as published
weekly by the FDIC.

Stockholders' equity increased $2.8 million to $35.5 million at
March 31, 2017, compared with $32.7 million at Dec. 31, 2016,
primarily due to current year net income of $1.7 million and an
increase in the fair value of its available for sale securities
portfolio of $1.0 million.

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

                     https://is.gd/01SVgN

                  About Porter Bancorp, Inc.

Porter Bancorp, Inc. (NASDAQ: PBIB) is a Louisville, Kentucky-based
bank holding company which operates banking centers in 12 counties
through its wholly-owned subsidiary PBI Bank.  The Company's
markets include metropolitan Louisville in Jefferson County and the
surrounding counties of Henry and Bullitt, and extend south along
the Interstate 65 corridor.  The Company serves southern and south
central Kentucky from banking centers in Butler, Green, Hart,
Edmonson, Barren, Warren, Ohio and Daviess counties.  The Company
also has a banking center in Lexington, Kentucky, the second
largest city in the state.  PBI Bank is a traditional community
bank with a wide range of personal and business banking products
and services.

Porter Bancorp reported a net loss of $2.75 million on $35.60
million of interest income for the year ended Dec. 31, 2016,
compared to a net loss of $3.21 million on $36.57 million of
interest income for the year ended Dec. 31, 2015.


POST HOLDINGS: S&P Assigns 'BB-' Rating on Proposed $2BB Loan
-------------------------------------------------------------
S&P Global Ratings assigned its 'BB-' issue-level ratings to Post
Holdings Inc.'s proposed $2 billion senior secured term loan due
2024.  The recovery rating is '1', indicating S&P's expectations
for very high (90% to 100%, rounded value 95%) recovery in the
event of a payment default.  The company intends to use proceeds,
along with cash on hand, to fund the pending Weetabix acquisition
and to tender approximately $1.2 billion of its existing higher
interest bonds, including its 7.75% notes due 2024 and 8% notes due
2025.  S&P will withdraw the ratings on these notes when the
redemptions are complete.

With the expected increase in senior secured debt, the recovery
expectation for the remaining outstanding unsecured debt is lower.
Therefore, S&P has revised its recovery rating on the unsecured
debt to '4' from '3', indicating its expectation for average (30%
to 50%, rounded value 40%) recovery in the event of a payment
default.  The remaining senior unsecured debt includes
$630 million 6% notes due 2022, $1 billion 5.5% notes due 2025,
$1.75 billion 5% notes due 2026, and $750 million 5.75% notes due
2027.  The issue-level ratings on these tranches remain 'B'.

S&P's other ratings on the company, including the 'B' corporate
credit rating and positive outlook, are unaffected by this
transaction.

S&P believes that this transaction is leverage neutral.  Pro forma
for the Weetabix acquisition and the proposed term loan, S&P
estimates the company will have about $6.1 billion in reported debt
outstanding and adjusted pro forma leverage of about 5x.  S&P
estimates Post will maintain debt leverage near 5x because it
anticipates the company will continue to make acquisitions.

Post is a holding company with operating companies that
manufacture, market, and distribute branded and private-label
ready-to-eat (RTE) cereals, snacks, and active nutrition products.
Post has shifted its strategy from a pure-play cereal manufacturer
to a holding company that has diversified its business mix with
several acquisitions.  S&P expects the company will continue to
diversify as it makes additional acquisitions.  Geographic
diversification will remain limited, with more than 80% of pro
forma sales generated in the U.S. and the remainder mostly split
between the U.K. and Canada.  S&P believes Weetabix will further
increase Post's operating scale and add free operating cash flow,
despite an overall category decline in RTE cereals.  In addition,
S&P believes the increased scale supports the company's ongoing
acquisition strategy but that the likelihood of releveraging above
7x is low given the company's increased scale.  S&P believes
additional acquisition opportunities will likely be in the
foodservice, protein-related, active nutrition, and private label
categories, because of the fragmented nature of those categories,
which would provide opportunities for greater synergies.

                        RECOVERY ANALYSIS

Key analytical factors:

Capital structure:

The issuer of all of the company's debt is Post Holdings Inc.  The
company's debt structure consists of:

   -- $800 million revolving credit facility due 2022;
   -- $2 billion senior secured term loan due 2024;
   -- $630 million 6% senior unsecured notes due 2022;
   -- $1 billion 5.5% senior unsecured notes due 2025;
   -- $1.75 billion 5% senior unsecured notes due 2026; and
   -- $750 million 5.75% senior unsecured notes due 2027.

Security and guarantee package:

The senior secured credit facilities are unconditionally guaranteed
by Post's existing and subsequently acquired direct and indirect
domestic subsidiaries, and is secured by security interest in
substantially all of its and its subsidiary guarantors' assets,
including certain material real property.

The issuer of the notes is Post Holdings Inc.  The notes will be
fully and unconditionally guaranteed on a senior unsecured basis of
the company's existing and future domestic subsidiaries.  The
company's foreign subsidiaries will not guarantee the notes and
account for less than 10% of the company's sales.

Covenants:

There are no financial maintenance covenants under the senior
secured credit facilities.  However, the company will be subject to
a senior secured leverage ratio of 4.25x for each quarter that the
company's revolver borrowings exceed 30% of the total commitment.
S&P do not expect the company to be subject to this covenant over
the next 12 months.

Insolvency regimes:

Post Holdings Inc. is incorporated and headquartered in the U.S. In
the event of an insolvency proceeding, S&P anticipates the company
would file for bankruptcy protection under the auspices of the U.S.
federal bankruptcy court system and would be unlikely to involve
other foreign jurisdictions.

Simulated default assumptions:

S&P's simulated default scenario is driven by strained liquidity
from weak sales and profitability.  This could occur as a result of
heightened competitive pressures, combined with higher commodity
costs and consumer preference for other products, or a major
product recall.  These factors hamper margins and cash flow,
resulting in an inability to meet fixed charges.

   -- Year of default: 2020
   -- EBITDA at emergence: $665.2 million
   -- Implied enterprise value multiple: 7x

The emergence-level EBITDA takes into consideration a 40%
operational adjustment (to reflect some recoupment of sales volume
and cost-cutting efforts that improve margins) on top of the
default-level EBITDA.  The default EBITDA roughly reflects
fixed-charge requirements of about $352.8 million in interest costs
(S&P assumes a higher rate because of default and include
prepetition interest) and $102.4 million in minimal capital
expenditures (capex) assumed at default.  S&P estimates a gross
valuation of $4.6 billion, assuming a 7x EBITDA multiple.  This is
within the range S&P used for some of the company's peers.

Calculation of EBITDA at emergence:

   -- Debt service assumption: $455.2 million (assumed default
      year interest and amortization)
   -- Minimum capex assumption: $102.4 million
   -- Preliminary emergence EBITDA: $475.2 million
   -- Operational adjustment: 40%
   -- Emergence EBITDA: $665.2 million

Simplified waterfall

   -- Emergence EBITDA: $655.6 million
   -- Multiple: 7x
   -- Gross recovery value: $4.6 billion
   -- Net recovery value for waterfall after administrative
      expenses (5%): $4.4 billion
   -- Obligor/nonobligor valuation split: 85%/15%
   -- Collateral value available to secured debt: $4.2 billion
   -- Estimated senior secured claims: $2.7 billion
      -- Recovery range for senior secured debt: 90%-100%; rounded

      estimate: 95%
   -- Remaining value to unsecured claims: $1.7 billion
   -- Estimated unsecured debt claims: $4.2 billion
      -- Recovery range for senior unsecured debt: 30%-50%;
      rounded estimate: 40%

*All debt amounts include six months of prepetition interest.

RATINGS LIST

Ratings Affirmed
Post Holdings Inc.
Corporate credit rating                 B/Positive/--
Senior Secured                         BB-
   Recovery rating                      1 (95%)

Ratings Affirmed; Recovery Ratings Revised
                                         To          From
Post Holdings Inc.
Senior unsecured                        B           B
   Recovery rating                       4 (40%)     3 (65%)

New Ratings
Post Holdings Inc.
Senior secured
  $2 bil. term loan B due 2024            BB-
   Recovery rating                        1 (95%)


POWELL ROGERS: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Powell, Rogers & Speaks, Inc.
        1 Fisher St., PO Box 930
        Halifax, PA 17032

Case No.: 17-01958

Business Description: Powell, Rogers & Speaks is a financial
                      services business entity with a national and
                      international scope of operations operating
                      out of two locations in Pennsylvania and
                      Florida.  Powell, Rogers & Speaks has
                      expanded from its original roots to
                      incorporate professional private
                      investigators through its subsidiary, Powell

                      Investigations.  The Company was established
                      in 1990 in direct response to the business
                      community's need for a comprehensive
                      approach to ever rising debt and
                      delinquency.  Since its inception, Powell,
                      Rogers & Speaks has designed custom programs
                      and services to assist over 400 prominent    

                      businesses, governments and schools
                      nationwide.

                      Web site: https://www.prscollect.com

Chapter 11 Petition Date: May 11, 2017

Court: United States Bankruptcy Court
       Middle District of Pennsylvania (Harrisburg)

Judge: Hon. Henry W. Van Eck

Debtor's Counsel: Bradley A Bizzle, Esq.
                  1 Fisher St.
                  P.O. Box 930
                  Halifax, PA 17032
                  Tel: 717-896-2850
                  Fax: 717-896-8306
                  E-mail: bbizzle@prscollect.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Ms. Brenda Stutzman, treasurer.

The Debtor failed to include a list of its 20 largest unsecured
creditors at the time of the filing.

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

            http://bankrupt.com/misc/pamb17-01958.pdf


PRIME ACQUISITION: Marcum LLP Raises Going Concern Doubt
--------------------------------------------------------
Prime Acquisition Corp. filed with the U.S. Securities and Exchange
Commission its annual report on Form 20-F, disclosing a net loss of
$565,144 on $3.12 million of total revenues for the year ended
December 31, 2016, compared to a net loss of $7.56 million on $3.04
million of total revenues for the year ended December 31, 2015.

The audit report of Marcum LLP states that the Company has incurred
significant recurring operating losses, negative cash flows from
operations and has a working capital deficiency.  The Company is
also dependent on the completion of additional equity and or/debt
financing in order to continue its operations.  These factors raise
substantial doubt about the Company's ability to continue as a
going concern.

The Company's balance sheet at December 31, 2016, showed total
assets of $36.82 million, total liabilities of $41.58 million, and
a stockholders' deficit of $4.76 million.

A full-text copy of the Company's Form 20-F is available at:

                     http://bit.ly/2q9pU73

Prime Acquisition Corp. is a China-based blank check company formed
to acquire through a merger, capital stock exchange, asset
acquisition, stock purchase or similar business combination, or
control through contractual arrangements, one or more operating
businesses.  The Company's focus is to acquire additional
properties to create a diverse portfolio of commercial real estate
assets, including, primarily, well located office buildings and
industrial/warehouse buildings in Southern Europe, primarily in
Italy, Spain and Greece.



PRINTPACK HOLDINGS: Moody's Hikes CFR to B1; Outlook Stable
-----------------------------------------------------------
Moody's Investors Service upgraded Printpack Holdings, Inc.'s
Corporate Family rating to B1 from B2 and Probability of Default
rating to B1-PD from B2-PD. Instrument ratings are detailed below.
The ratings outlook is stable.

Moody's took the following actions:

Printpack Holdings, Inc.

- Upgraded Corporate family rating to B1 from B2

- Upgraded Probability of default rating to B1-PD from B2-PD

- Upgraded $275 million 1st Lien Senior Secured Term Loan B
   due 2023 to B1/LGD4 from B2/LGD4

The ratings outlook is stable.

RATINGS RATIONALE

The upgrade of the Corporate Family Rating to B1 from B2 reflects
an improvement in credit metrics as well as an expectation that
management will continue to execute on their operating plan and
maintain conservative financial policies. Credit metrics have
benefitted from productivity initiatives, capacity rationalization
and debt reduction. While volumes may remain sluggish going
forward, credit metrics are expected to remain within the rating
category over the next 12 to 18 months.

The B1 corporate family rating reflects the company's weak
operating margins, high concentration of sales and competitive,
fragmented industry structure. The company also has a largely
commoditized product line, lengthy lags on raw material cost
pass-throughs and lack of cost pass-throughs for costs other than
raw materials.

Strengths in the company's profile include a high percentage of
sales from food packaging, long standing relationships with blue
chip customers and some exposure to faster growing markets.
Additionally, approximately 75% of business, on a dollar weighted
basis, is under contract and a high percentage of business has
contractual cost pass-throughs for raw materials. Currently,
Printpack has some exposure to faster growing markets such as pet
food and medical products, however, both markets account for a
small percentage of sales. The company also spends approximately
1%-2% of sales annually on R&D and new product development.

The rating outlook is stable, reflecting an expectation that free
cash flow will continue to improve as one time charges decline over
the next 12 months and that savings from restructuring initiatives
will support margin improvements.

The rating could be upgraded if Printpack sustainably improves its
credit metrics within the context of a stable operating and
competitive environment, while maintaining adequate liquidity. The
company would also need to improve its contract position and
product mix to more higher margin products and fewer commoditized
products as well as its free cash generation and scale (as measured
by revenue). Specifically, the company would need to maintain debt
to EBITDA below 4.00 times, improve EBITDA to interest expense to
over 5.25 times, and maintain funds from operations to debt above
17.0%.

The ratings could be downgraded if there is deterioration in credit
metrics, liquidity or the competitive and operating environment.
Specifically, the ratings could be downgraded if debt to EBITDA
increased to above 4.5 times, EBITDA to interest expense declined
below 3.5 times, and/or funds from operations to debt declined
below 12.5%.

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

Printpack Holdings, Inc., headquartered in Atlanta, GA, is a
manufacturer of flexible and specialty rigid packaging, supplying
nearly all food and many non-food categories. The company
manufactures an array of packaging products, including flexible
rollstock, rigid containers and sheets, bags, labels, and pouches,
serving various end markets. As of the twelve months ended December
31, 2016, Printpack generated approximately $1.3 billion of
revenue.


PRODUCTION RESOURCE: Moody's Lowers Corporate Family Rating to Ca
-----------------------------------------------------------------
Moody's Investors Service downgraded its ratings for Production
Resource Group, Inc., including the company's Corporate Family
Rating (to Ca from Caa2) and Probability of Default Rating (to
Ca-PD/LD from Caa2-PD), and the rating for its senior unsecured
notes (to C from Caa3). The ratings outlook is stable.

The downgrades reflect continued weakness in operating performance
and a recent debt restructuring, in which $210 million of the $377
million senior notes obligation was repaid at a meaningful discount
and certain covenants in the notes indenture were modified and/or
eliminated. Moody's views this transaction as tantamount to a
distressed exchange and has subsequently appended the Probability
of Default Rating with its "/LD" modifier, signaling its
qualification as a limited default under the rating agency's
definition of default, which is intended to capture events whereby
issuers fail to meet debt service obligations outlined in their
original debt agreements. Moody's does not rate the debt in the
company's new capital structure and will be withdrawing its ratings
following the aforementioned indenture amendment, which stipulates
that financial information will no longer be shared with the rating
agency.

The following ratings for Production Resource Group, Inc. have been
downgraded:

Downgrades:

Issuer: Production Resource Group, Inc.

-- Corporate Family Rating, Downgraded to Ca from Caa2

-- Probability of Default Rating, Downgraded to Ca-PD/LD from
    Caa2-PD

-- $168 Million Senior Unsecured Notes due 2019, Downgraded to C
    (LGD5) from Caa3 (LGD5)

Outlook Action:

Issuer: Production Resource Group, Inc.

-- Outlook, Changed to Stable from Negative

RATINGS RATIONALE

Precision Resource Group, Inc.'s Ca CFR reflects Moody's
expectation of rising default risk and expected loss for the
company's creditors given ongoing weakness in operating
performance, both historically and as projected over the forward
period. This is partially evidenced by the recent distressed
exchange and covenant modifications, which are likely of an
insufficient magnitude to fully address what Moody's deems to be a
more fulsome requisite recapitalization of the company with a
meaningful injection of fresh equity. Continued operating losses
have resulted in significant cash outflows accompanied by rising
debt levels. As of FY ending December 2016, PRG the company
reported negative free cash flow in excess of $39 million, despite
a material curtailment in capital investment. Funded debt has
increased and liquidity has remained weak. As such, Moody's views
the current debt structure to be untenable at current operating
levels, and possibly subject to additional restructuring barring a
significant improvement in operating performance.

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

Production Resource Group, Inc. is a provider of entertainment
technology solutions to the live event industry. The company
reported $666 million of revenue for the fiscal year ended December
31, 2016.


PUERTO RICO: Cede & Co Added to List of Top Unsecured Creditors
---------------------------------------------------------------
The Commonwealth of Puerto Rico filed an amended list of creditors
who have the 20 largest unsecured claims and are not insiders to
provide that Cede & Co., as nominee of the Depositary Trust
Company, as holder of the $12,096,636,080 bond debt, replacing
Banco Popular de Puerto Rico, was in the original list as the bond
trustee.  Cede & Co represents publicly held beneficial holders of
the bond debt.  For questions regarding holders of the bond debt
please contact Prime Clerk at 844-822-9231.

   Entity                          Nature of Claim       Amount
   ------                          ---------------       ------
Cede & Co., as                        Bond Debt   $12,096,636,080
55 Water St.
New York, NY 10041

U.S. Army Corps of Engineers          Services       $212,302,479
Annex Building
Fundacion Angel Ramos
2nd Floor Suite 202
Franklin Delano Roosevelt Avenue #383
San Juan, Puerto Rico-00917
Fax: 787-729-6875
Email: Antilles.AO@usacc.army.mil

Total Petroleum Corps.                 Supplies       $11,506,512
PO Box 362916
San Juan, Puerto Rico 00936-2916
Attn: Luis Llado
Fax: 787-783-0407
Email: Luis.Llado@tpprc.com

EVERTEC Inc.                           Services       $10,167,835
Carr. #176 k.m. 1.3 Cupey Bajo
Rio Piedras, PR 00926
Fax: 787-250-7356
Email: eserrano@evertecinc.com

Microsoft                              Services        $8,120,058
City View Plaza I Suite 107
#48 State Road 165 Km 1.2
Guaynabo, PR 00968
Attn: Jenny Rivera
Fax: 787-273-3634
Email: jerivera@microsoft.com

Baxter Sales & Distrib PR Corp.        Supplies        $6,974,075
P.O. Box 360002
San Juan, PR 00936-0002
Attn: Eric Ruiz Malave & John Almeida
Fax: 787-792-4646
Email: cric_ruiz@baxter.com
       pat_johnsen@baxter.com
One Baxter Park Way
Deerfield, Illinois 60015

Cesar Castillo Inc.                     Supplies       $6,008,917
PO Box 191149
San Juan, PR 00919-1149
Attn: Jose L. Castillo
Fax: 787-999-1613
Email: jgonzalez@cesarcastilo.com

IKON Solutions, Inc.                    Services       $5,857,040
270 Avenida Munoz Rivera PHI
San Juan, PR 00918
Attn: Pedro J. Latorre Negron
Fax: 787-620-0590
Email: pedro.latorre@ikonpr.com

Kirkland & Ellis LLP                    Services       $5,342,970
655 Fifteen Street, N.W.
Washington DC 20005
Attn: Travis Langenkamp &
      Michael F. Williams
Email: mwilliams@kirkland.com

MC&CS                                  Services        $3,998,904
428 Ave Escorial Caparra Hts
Vicjo San Juan, Puerto Rico 00926
Attn: Carlos Colon Medina
Fax: 787-774-1870
Email: carloscolon@mccspr.com
       ccolon@mccspr.com

Manpower                               Services        $3,236,683
268 Munoz Rivera Ave, Ground Floor
San Juan, PR 00918
Attn: Melissa Rivera
Fax: 787-767-7611
Email: melissa.rivera@manpower.com

COSALL                                 Services        $3,234,442
Carr 181 Km 2.0
Trujillo Alto, Puerto Rico 00976
Attn: Jorge 1, Valentin Asencio
Fax: 787-292-1211
Email: jorge.valentin@cosallpr.com
PO Box 1858
Trujillo Alto, P.R. 00977

Puerto Rico Telephone Company          Services       $3,200,935
1515 F.D. Roosevelt Avenue
Guaynabo, PR 00968
Attn: Enrique Ortiz de Montelano Rangel
Fax: 787-792-9830
Email: enrique.ortiz@claropr.com

Ediciones Santillana, Inc.             Supplies       $2,807,231
Avenida Roosvelt 1506
Guaynabo, PR 00968
Attn: Daniel Sanz & Obed Betancourt
Fax: 787-486-4826
Email: dsanz@santilluna.com
       ydejesus@santillana.com
       obetancourt@santillana.com

Corporacion de Servicios               Services       $2,517,577
Educativos de Yabucoa
Sector Juan Martin
Carretera #3 Km 93.7
Ruta 901
Yabucoa, PR 00767
Attn: Dr. Roque Diaz Tizol
Fax: 787-266-3881
Email: mmedia@cosey.org

Cardinal Health PR                    Supplies        $2,460,000
Centro Internacional de
Distribucion PR -165
Km 2.4 Edificio 10
Guaynabo, PR 00965
Attn: Deborah Weitzman @ Kaleny Nazario
Bartolomei
Fax: 787-625-4322
Email: kaleny.nazario@cardinalhealth.com
       deborah.weitzman@cardinalhealth.com
PO Box 366211
San Juan PR, 00936

Institucion Educativa NETS, LLC       Services        $2,439,180
84-11 70 Street, Sierra Bayamon
Bayamon, PR 00961
Attn: Nydia T. Rodriguez Lopez
Fax: 787-785-5564
Email: mrodriguez@netspr.com

Braxton School of Puerto Rico         Services        $2,153,106
K-2 Ave. San Patricio
Guaynabo, PR 00968
Attn: Angelina Sosa
Fax: 787-793-0495
Email: wmunoz@baraxtonpr.com
       academico@braxtonpr.com
       braxton.dp@gmail.com

Workforce Training and                Services         $2,063,354
Employment Center, Inc. (WOTEC)
Marginal 65 Infanteria #23
Urb. San Agustin
San Juan, PR 00925
Attn: Rosa J. Orama Ortiz
Fax: 787-815-0432
Email: info@wotecpr.org

Ediciones SM                          Supplies         $1,893,127
Barrio Palmas 776
Calle 7, Suite 2
Catano, PR 00962
Attn: Marisol Diaz
Fax: 787-625-9799
Email: marisol.diaz@primaspr.net
       consultas@sm-pr.com

                      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.  The
governor-elect is Ricardo Antonio "Ricky" Rossello Nevares, the
son of former governor Pedro Rossello.

In 2016, the U.S. Congress passed PROMESA, which, among other
things, created the Financial Oversight and Management Board and
imposed an automatic stay on creditor lawsuits against the
government, which expired May 1, 2017.

The members of the oversight board are: (i) Andrew G. Biggs, (ii)
Jose B. Carrion III, (iii) Carlos M. Garcia, (iv) Arthur J.
Gonzalez, (v) Jose R. Gonzalez, (vi) Ana. J. Matosantos, and
(vii) David A. Skeel Jr.

On May 3, 2017, the Commonwealth of Puerto Rico filed a petition
for relief under Title III of the Puerto Rico Oversight,
Management, and Economic Stability Act ("PROMESA").  The case is
pending in the United States District Court for the District of
Puerto Rico under case number 17-cv-01578.  A copy of Puerto
Rico's PROMESA petition is available at

         http://bankrupt.com/misc/17-01578-00001.pdf   

On May 5, 2017, the Puerto Rico Sales Tax Financing Corporation
(COFINA) commenced a case under Title III of PROMESA (D.P.R. Case
No. 17-01599).   Joint administration has been sought for the Title
III cases.

U.S. Chief Justice John Roberts has named U.S. District Judge Laura
Taylor Swain to preside over the Title III cases.

The Oversight Board has hired as advisors, Proskauer Rose LLP and
O'Neill & Borges LLC as legal counsel, McKinsey & Co. as strategic
consultant, Citigroup Global Markets as municipal investment
banker, and Ernst & Young, as financial advisor.

Martin J. Bienenstock, Esq., Scott K. Rutsky, Esq., and Philip M.
Abelson, Esq., of Proskauer Rose LLP and Hermann D. Bauer, Esq.,
at O'Neill & Borges LLC are onboard as attorneys.

Prime Clerk LLC is the claims and noticing agent.  Prime Clerk
maintains a case web site at:

           https://cases.primeclerk.com/puertorico

Jones Day is serving as counsel to certain ERS bondholders.

Paul Weiss is counsel to the Ad Hoc Group of Puerto Rico General
Obligation Bondholders.



PUERTO RICO: COFINA Files Petition; Joint Administration Sought
---------------------------------------------------------------
The Financial Oversight and Management Board for Puerto Rico issued
on May 5, 2017, a restructuring certification pursuant to PROMESA
sections 104(j) and 206 and filed a voluntary petition for relief
for Puerto Rico Sales Tax Financing Corporation pursuant to PROMESA
section 304(a), commencing a case under title III thereof (D.P.R.
Case No. 17-01599).

COFINA was created, among other things, to raise money for the
Commonwealth in exchange for the Commonwealth's transfer to COFINA
of certain sales and use taxes.

The Commonwealth of Puerto Rico (which earlier filed a PROMESA
petition) and COFINA have filed a motion, through the Oversight
Board, as the Debtors' representative pursuant to section 315(b) of
PROMESA, filed a motion, pursuant to PROMESA section 304(g), and
rule 1015(b) of the Federal Rules of Bankruptcy Procedure, made
applicable to these cases by PROMESA section 310, for entry of an
order directing the joint administration of the Debtors' Title III
Cases.

"Joint administration of the Title III Cases will save the Debtors
substantial time and expense, because it will remove the need to
prepare, replicate, file, and serve duplicative notices,
applications, and orders in each of the Debtors' cases.  Further,
joint administration will relieve administrative burdens otherwise
placed on the Court as a result of having to enter potentially
duplicative orders and maintaining duplicative files and dockets.
Joint administration of these Title III Cases will therefore
promote judicial economy and efficiencies, reducing delay and
expenses for the Debtors, their creditors, and other interested
parties," Martin J. Bienenstock, Esq., at Proskauer Rose LLP,
explains.

                      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.  The
governor-elect is Ricardo Antonio "Ricky" Rossello Nevares, the
son of former governor Pedro Rossello.

In 2016, the U.S. Congress passed PROMESA, which, among other
things, created the Financial Oversight and Management Board and
imposed an automatic stay on creditor lawsuits against the
government, which expired May 1, 2017.

The members of the oversight board are: (i) Andrew G. Biggs, (ii)
Jose B. Carrion III, (iii) Carlos M. Garcia, (iv) Arthur J.
Gonzalez, (v) Jose R. Gonzalez, (vi) Ana. J. Matosantos, and
(vii) David A. Skeel Jr.

On May 3, 2017, the Commonwealth of Puerto Rico filed a petition
for relief under Title III of the Puerto Rico Oversight,
Management, and Economic Stability Act ("PROMESA").  The case is
pending in the United States District Court for the District of
Puerto Rico under case number 17-cv-01578.  A copy of Puerto
Rico's PROMESA petition is available at

         http://bankrupt.com/misc/17-01578-00001.pdf

On May 5, 2017, the Puerto Rico Sales Tax Financing Corporation
(COFINA) commenced a case under Title III of PROMESA (D.P.R. Case
No. 17-01599).   Joint administration has been sought for the Title
III cases.

U.S. Chief Justice John Roberts has named U.S. District Judge Laura
Taylor Swain to preside over the Title III cases.

The Oversight Board has hired as advisors, Proskauer Rose LLP and
O'Neill & Borges LLC as legal counsel, McKinsey & Co. as strategic
consultant, Citigroup Global Markets as municipal investment
banker, and Ernst & Young, as financial advisor.

Martin J. Bienenstock, Esq., Scott K. Rutsky, Esq., and Philip M.
Abelson, Esq., of Proskauer Rose LLP; and Hermann D. Bauer, Esq.,
at O'Neill & Borges LLC are onboard as attorneys.

Prime Clerk LLC is the claims and noticing agent.  Prime Clerk
maintains a case web site at:

           https://cases.primeclerk.com/puertorico

Jones Day is serving as counsel to certain ERS bondholders.

Paul Weiss is counsel to the Ad Hoc Group of Puerto Rico General
Obligation Bondholders.



PUERTO RICO: COFINA's Case Summary & List of Creditors
------------------------------------------------------
Debtor: Puerto Rico Sales Tax Financing Corporation

        c/o Financial Oversight and Management Board for
        Puerto Rico, as Representative of the Debtor
        Jacob Javits Federal Bldg.
        26 Federal Plaza
        Room 2-128, Attn: Jaime El Koury
        New York, NY 10278

Case No.: 17-01579

About the Debtor: COFINA was created, among other things, to raise

                  money for the Commonwealth in exchange for the
                  Commonwealth of Puerto Rico's transfer to COFINA

                  of certain sales and use taxes.

                  On Sept. 30, 2016, COFINA was designated by the
                  Financial Oversight and Management Board for
                  Puerto Rico as a Covered Territorial
                  Instrumentality pursuant to Sec. 101(d)(1)(A) of

                  PROMESA.

                  Title III of PROMESA provides a means for a
                  covered territory (such as the Commonwealth)
                  that has encountered financial difficulty to
                  work with its creditors to adjust its debts.  To
                  that end, certain sections of the United States
                  Bankruptcy Code, 11 U.S.C. Sec. 101 et seq., are
                  incorporated and made applicable to cases under
                  title III of PROMESA.  During the Title III
                  Case, the Commonwealth will remain in possession
                  and control of its property, and will continue
                  to maintain its functions and provide services
                  for the benefit of the citizens of Puerto Rico.
                  The Commonwealth intends to propose a plan for
                  the adjustment of the Commonwealth's debts.

PROMESA Title III Petition Date: May 5, 2017

Court: United States District Court
       District of Puerto Rico
       150 Carlos Chardon Street
       San Juan, PR 00918-1767
       http://www.prd.uscourts.gov/

Judge: Judge Laura Taylor Swain

Related entity that earlier filed PROMESA petition:

                                                   Petition
         Debtor                        Case No.       Date
         ------                        --------       ----
    The Commonwealth of Puerto Rico   17-01578     May 3, 2017

Attorneys for the
Financial Oversight and
Management Board:         Martin J. Bienenstock, Esq.
                          Scott K. Rutsky, Esq.
                          Philip M. Abelson, Esq.
                          PROSKAUER ROSE LLP
                          11 Times Square, New York NY 10036
                          Tel: (212) 969-3000
                          Fax: (212) 969-2900
                          E-mail: mbienenstock@proskauer.com
                                  srutsky@proskauer.com
                                  pabelson@proskauer.com

Co-Attorneys for the
Oversight Board:          Hermann D. Bauer, Esq.
                          O'NEILL & BORGES LLC
                          250 Munoz Rivera Ave., Suite 800
                          San Juan, PR 00918-1813
                          Tel: (787) 764-8181
                          Fax: (787) 753-8944
                          E-mail: hermann.bauer@oneillborges.com

Oversight Board's
Strategic Consultant:     MCKINSEY & CO.

Oversight Board's
Municipal Investment
Banker:                   CITIGROUP GLOBAL MARKETS

Oversight Board's
Financial Advisor:        ERNST & YOUNG

Counsel to the
Puerto Rico Fiscal
Agency and Financial
Advisory Authority:       John J. Rapisardi, Esq.
                          Suzzanne Uhland, Esq.
                          Peter Friedman, Esq.
                          O'MELVENY & MYERS LLP
                          7 Times Square
                          New York, NY 10036
                          Tel: 212.326.2000
                          Fax: 212.326.2061
                          E-mail: jrapisardi@omm.com
                                  suhland@omm.com
                                  pfriedman@omm.com

Claims &
Noticing
Agent:                    PRIME CLERK LLC

The petition was signed by Jaime El Koury, general counsel.

A copy of COFINA's Petition is available at:

    http://bankrupt.com/misc/prb17-01599_PR-COFINA_Petition.pdf

COFINA's List of Creditors Who Have the 20 Largest Unsecured Claims
and Are Not Insiders:

   Entity                          Nature of Claim       Amount
   ------                          ---------------       ------
Lehman Brothers Holdings Inc.     Legal Claim- SWAP    $3,400,000
c/o Weil, Gotshal & Manges LLP
767 Fifth Avenue
New York, NY
Attn: Garrett A. Fail.
Fax: (212) 310-8007

KPMG, LLC                         Audit Fees             $218,811
American Int'l Plaza, 250 Ave.
Luis Munoz Rivera
San Juan, PR 00918
Attn: Angel Perez & Luisette Negron
Fax: (787) 754-6175
E-mail: aperez@kpmg.com
        lnegron@kpmg.com



PUERTO RICO: Proposes Prime Clerk as Claims Agent
-------------------------------------------------
The Commonwealth of Puerto Rico and the Puerto Rico Sales Tax
Financing Corporation, by and through the Financial Oversight and
Management Board for Puerto Rico, ask the U.S. District Court for
the District of Puerto Rico, to authorize the employment and
payment of Primer Clerk LLC as the official solicitation, notice,
and claims agent in the Title III cases.

According to the Debtors, appointing Prime Clerk as the
solicitation, notice and claims agent in the Title III cases
expedites the distribution of notices and solicitation of votes on
a plan of adjustment, and relieves the office of the Clerk of the
Court of the administrative burden of processing a potentially
overwhelming amount of claims.

Prime Clerk will, to the extent requested by the Oversight Board
and the Debtors:

   (a) prepare and serve required notices and documents in the
Title III Cases in accordance with PROMESA, the Bankruptcy Code,
and the Bankruptcy Rules.

   (b) prepare and file or cause to be filed with the Clerk an
affidavit or certificate of service for all notices, motions,
orders, other pleadings, or documents served within 3 business days
of service.

   (c) maintain a list of all potential creditors and other parties
in interest, maintain a core mailing list of all parties described
in Bankruptcy Rule 2002(i),(j), and (i) and those parties that have
filed a notice of appearance under Bankruptcy Rule 9010; and (iii)
update and make available the foregoing lists upon request by a
party in interest or the Clerk.

   (d) identify and correct any incomplete or incorrect addresses
in any mailing or service lists.

   (e) furnish a notice to all potential creditors of the last date
for filing proofs of claim.

   (f) maintain a post office box or address for the purpose of
receiving claims and returned mail, and process all mail received.

   (g) process all proofs of claim received, including those
received by the Clerk, check said processing for accuracy and
maintain the original proofs of claim in a secure area.

   (h) provide an electronic interface for filing proofs of claim.

   (i) maintain the official claims register for the Debtors on
behalf of the Clerk.

   (j) implement necessary security measures to secure the
completeness and integrity of the Claims Registers and the
safekeeping of the original claims.

   (k) record all transfers of claims and provide any notices of
such transfers as required by Bankruptcy Rule 3001(e).

   (l) relocate, by messenger or overnight delivery, all of the
court-filed proofs of claim to the offices of Prime Clerk, not less
than weekly.

   (m) upon completion of the docketing process for all claims
received to date, turn over to the Clerk a copy of the Claims
Register for the Clerk's review.

   (n) monitor the Court's docket for all notices of appearance,
address changes, and claims-related pleadings and orders filed.

   (o) assist in the dissemination of information to the public and
respond to requests for administrative information regarding these
Title III Cases.

   (p) 30 days before the close of these Title III Cases, to the
extent practicable, request that the Oversight Board, on behalf of
the Debtors, submit to the Court a proposed order dismissing Prime
Clerk as solicitation, notice and claims agent and terminating its
services in such capacity upon completion of its duties and
responsibilities and upon the closing these Title III cases.

   (q) within seven days of notice to Prime Clerk of entry of an
order closing these Title III Cases, provide to the Court the final
version of the Claims Register as of the date immediately before by
the close of the Title III Cases.

   (r) at the close of the Title III Cases, box and transport all
original documents to any location requested by the Clerk's
office.

   (s) assist with the solicitation, balloting and tabulation of
votes and preparation of any related reports, as required in
support of a confirmation of a plan of adjustment.

   (t) prepare an official ballot certification.

   (u) manage and coordinate any distributions pursuant to a plan
of adjustment.

   (v) provide such other processing solicitation balloting and
other administrative services as may be requested from time to time
by the Debtors, the Oversight Board, the Court or the Clerk.

Prime Clerk has agreed to be employed by the Debtors conditioned
upon its ability to work under its customary terms and conditions
of employment, including the proposed compensation arrangements set
for in the Engagement Agreement.

The Debtors have agreed to pay Prime Clerk an advance of $100,000.

                      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.  The
governor-elect is Ricardo Antonio "Ricky" Rossello Nevares, the
son of former governor Pedro Rossello.

In 2016, the U.S. Congress passed PROMESA, which, among other
things, created the Financial Oversight and Management Board and
imposed an automatic stay on creditor lawsuits against the
government, which expired May 1, 2017.

The members of the oversight board are: (i) Andrew G. Biggs, (ii)
Jose B. Carrion III, (iii) Carlos M. Garcia, (iv) Arthur J.
Gonzalez, (v) Jose R. Gonzalez, (vi) Ana. J. Matosantos, and
(vii) David A. Skeel Jr.

On May 3, 2017, the Commonwealth of Puerto Rico filed a petition
for relief under Title III of the Puerto Rico Oversight,
Management, and Economic Stability Act ("PROMESA").  The case is
pending in the United States District Court for the District of
Puerto Rico under case number 17-cv-01578.  A copy of Puerto
Rico's PROMESA petition is available at

         http://bankrupt.com/misc/17-01578-00001.pdf   

On May 5, 2017, the Puerto Rico Sales Tax Financing Corporation
(COFINA) commenced a case under Title III of PROMESA (D.P.R. Case
No. 17-01599).   Joint administration has been sought for the Title
III cases.

U.S. Chief Justice John Roberts has named U.S. District Judge Laura
Taylor Swain to preside over the Title III cases.

The Oversight Board has hired as advisors, Proskauer Rose LLP and
O'Neill & Borges LLC as legal counsel, McKinsey & Co. as strategic
consultant, Citigroup Global Markets as municipal investment
banker, and Ernst & Young, as financial advisor.

Martin J. Bienenstock, Esq., Scott K. Rutsky, Esq., and Philip M.
Abelson, Esq., of Proskauer Rose LLP and Hermann D. Bauer, Esq.,
at O'Neill & Borges LLC are onboard as attorneys.

Prime Clerk LLC is the claims and noticing agent.  Prime Clerk
maintains a case web site at:

           https://cases.primeclerk.com/puertorico

Jones Day is serving as counsel to certain ERS bondholders.

Paul Weiss is counsel to the Ad Hoc Group of Puerto Rico General
Obligation Bondholders.



PUERTO RICO: Retirees Ask for Own Official Committee
----------------------------------------------------
The Ad Hoc Committee for the Protection of Accrued Retirement
Benefits of Puerto Rico's Public Employees and Retirees is asking
the U.S. District Court for the Commonwealth of Puerto Rico for
entry of an order directing the appointment of an official retiree
committee with respect to the interests of Puerto Rico's public
employees and retirees as holders of accrued pension and other
retirement benefits.

The Ad Hoc Committee also wants the District Court to enter an
order specifically appointing the members of the Ad Hoc Retiree
Committee to serve as the members of the Official Retiree
Committee.

"[T]he size and complexity of this case clearly militate in favor
of creating an Official Retiree Committee to ensure adequate
representation of Retirees.  There are approximate 160,000
public-employment retirees in Puerto Rico and approximately another
160,000 active public employees holdings accrued retirement
benefits.  The claims of these Retirees for pension benefits,
health care and other post-employment benefits are complex and
completely distinct from other types of unsecured claims.  The
claims for pension underfunding alone are estimated at
approximately alone are estimated at approximately $50 billion.  In
light of the size, volume, uniqueness and complexity of Retiree
claims, the appointment of an Official Retiree Committee is
warranted and necessary to provide adequate representation of
Retirees," explains A.J. Bennazar-Zequeira, Esq., at Bennazar,
Garcia & Milian, C.S.P.

"If an unsecured creditors committee is appointed, participation of
Retirees on that committee would not provide adequate
representation of Retirees.  The claims of Retirees will likely be
in direct conflict with those of financial and trade creditors on
such committee, whose claims in total are also in the billions of
dollars.  Thus, an unsecured creditors committee comprising
Retirees along with financial and trade creditors would likely be
rendered dysfunctional and would not serve the representation needs
of Retirees."

"Negotiating with over 300,000 individual creditors is simply
impossible, and any attempt to do so would engender enormous delay
and costs in administering these proceedings.  Moreover, these
individuals generally lack the means to represent themselves
individually in this matter.  Even collectively, as mentioned, the
Ad Hoc Retiree Committee cannot afford to pay legal fees of its
counsel and is receiving legal services at present on a
concessionary basis.  In contrast, an Official Retiree Committee
would be authorized to employee counsel and other professionals
necessary to protecting Retiree interests, with the expenses being
borne by the Debtor, pursuant to 11 U.S.C. Sec. 1103, PROMESA
Sections 316 and 317 (48 U.S.C. Sec. 2176, 2177), and any other
applicable orders of the Court.  Thus, an Official Retiree
Committee able to deploy professionals to analyze issues and appear
at court and in negotiations on behalf of all Retirees,
collectively, is a more effective, efficient and realistic method
of giving voice to Retiree concerns and also provides a centralized
point of contact for the professionals representing the Oversight
Board and Governor Rosello's administration.  For these very
reasons, retiree committees charged with appearing and negotiating
on behalf of retirees are routinely appointed in municipal
bankruptcies.  See In re City of Detroit, Case No. 13-53846 (Bankr.
E.D. Mich.), Appointment of Official Committee of Retirees (Dkt.
No. 566, Aug. 22, 2013); In re City of Stockton, Case No. 12-32118
(Bankr. E.D. Cal.), Appointment of Official Committee of Retirees
(Dkt. No. 846, Apr. 1, 2013); In re City of Vallejo, Case No.
08-26813 (Bankr. E.D. Cal.), Appointment of Official Unsecured
Creditors Committee of Retirees (Dkt. No. 286, Oct. 8, 2008).  In
fact, consistent with this Motion, in In re city of Stockton, a
prepetition ad hoc retiree committee was appointed to serve as the
official retiree committee."

"Also, in this case, many Retirees may struggle to understand
pleadings and reports written in English.  Having an Official
Retiree Committee regularly posting information in Spanish
regarding matters occurring in the Court would provide an important
public information function."

"While Governor Rossello, the Oversight Board, and bondholders have
differed in their views as to what is the appropriate level of cuts
to accrued pension benefits, they have all contemplated such cuts,
and the certified fiscal plan clearly envisions such reductions --
without permitting the effected parties (i.e. the Retirees) to
participate in the negotiations.  As stated, counsel for the Ad Hoc
Retiree Committee attended a meeting with counsel for the Oversight
Board and the Governor in Washington, D.C., and participated in a
public meeting of the Oversight Board.  However, the Committee has
not been invited to participate in any debt-restructuring
negotiations to date.  Not permitting the Retirees to participate
in restructuring negotiations that contemplate cuts to their own
accrued retirement benefits blatantly threatens prejudice to
Retiree interests and is completely antithetical to the holistic
and inclusive approach that is the hallmark of multi-party creditor
restructuring negotiations.  Therefore, even if Title VI-type
negotiations may continue to be pursued under Title III, the time
has come for Retirees to be at the table to protect their
interests.  As creditors owed an estimated aggregate underfunding
claim of approximately $50 billion, the Retirees clearly deserve at
the negotiating table.  If an Official Retiree Committee is
appointed pursuant to 11 U.S.C. Sec. 1102 and 1103, such Committee
would be affirmatively authorized to participate in the
restructuring negotiations."

Counsel of the Ad Hoc Retiree Committee:

         A.J. Bennazar-Zequeira, Esq.
         BENNAZAR, GARCIA & MILIAN, C.S.P.
         Edificio Union Plaza, PH-A
         416 Ave. Ponce de Leon
         Hato Rey, Puerto Rico 00918
         Tel: (787) 754-9191
         Fax: (787) 764-3101
         E-mail: ajb@bennazar.org

Co-Counsel to the Ad Hoc Retiree Committee:

         Robert D. Gordon, Esq.
         Shannon L. Deeby, Esq.
         Jennifer K. Green, Esq.
         CLARK HILL PLC
         151 South Old Woodward Avenue, Suite 200
         Birmingham, MI 48009
         Tel: (248) 988-5882
         Fax: (248) 988-2502
         E-mail: rgordon@clarkhill.com
                 sdeeby@clarkhill.com
                 jgreen@clarkhill.com

                 Members of Ad Hoc Committee

The Ad Hoc Retiree Committee comprises a group of public-employment
retiree organizations based in Puerto Rico that share a common
concern regarding the protection of accrued retirement benefits in
the restructuring process under PROMESA.  In addition, there are
several individuals who serve on the Ad Hoc Retiree Committee
solely in their individual retiree capacities.  All individuals
participating on the Ad Hoc Retiree Committee are personally
holders of accrued public pension and other retirement benefits.

The Ad Hoc Retiree Committee's constituent organizations represent
over 91,000 Retirees.  Retirees who participate in four out of the
five public pension systems in Puerto Rico are represented by the
Ad Hoc Retiree Committee; only retirees from the Puerto Rico
Electrical Power Authority are currently unrepresented by the
Committee.

To date, these associations and individuals have joined the Ad Hoc
Retiree Committee:

    i. Asociacion de Empleados de Comedores y Pensionados del
Gobierno de Puerto Rico (Retired school lunch workers);

   ii. Asociacion de Empleados Jubilados de la UPR (Retired
University of Puerto Rico employees);

  iii. Asociacion de Ex Empleados Socios;

   iv. Asociacion de Pensionados del Gobierno de Puerto Rico
(APGPR) (Retired Government of Puerto Rico employees);

    v. Asociacion de Profesores Jubilados de la UPR-Humacao
(Retired Professors of the University of Puerto Rico Humacao
Campus);

   vi. Departamento de Pensionados y/o Retirados Asociacioni de
Maestros (Retired teachers/ members of the Teachers' Association);

  vii. Pensionados C.F.S.E. (Retired employees of the State Workers
Compensation Insurance Fund);

viii. Retirados AEELA INC (Retired AEELA employees);

   ix. Sindicato de Policias Puertorriquenos (Retired members of
the Policemen's Syndicate);

    x. Asociacion de Retirados Residentes en el Exterior A.S.R.E.P.
(Retirees residing outside of Puerto Rico);

   xi. Asociacion de Medicos Jubilados C.F.S.E. (Retired doctors of
the Workers Compensation Insurance Fund);

  xii. Movimiento Retiro 447 (Active employees who still qualify
for Law 447 Defined Benefit Plan);

xiii. Individual Pensionado S.R.M. (Retired employees of the
Teachers Retirement System);

  xiv. Individual Pensionada E.L.A. (Retired Judge, Judiciary
Retirement System);

   xv. Empleados Jubilados de la Comision Industrial  (Retired
Employees of the Industrial Commission);

  xvi. Capitulo de Jubilados de Federacion de Maestros (Chapter of
Retired Members of the Teachers Federation); and

xvii. Asociacion de Veteranos de la Policia Inc. (Police Veterans
Association).

The Ad Hoc Retiree Committee's roster also includes the American
Association of Retired Persons ("AARP") as an ex-officio member.

The scope of retirees represented by the Ad Hoc Retiree Committee
includes representation of, inter alia, retired teachers, police
officers, school lunch room employees, professors, judges, and
general government employees.

The Ad Hoc Retiree Committee has retained qualified legal counsel,
Clark Hill PLC, the same first that represented the General
Retirement System and the Police and Fire Retirement System of the
City of Detroit in the historic City of Detroit municipal
restructuring case.  

                      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.  The
governor-elect is Ricardo Antonio "Ricky" Rossello Nevares, the
son of former governor Pedro Rossello.

In 2016, the U.S. Congress passed PROMESA, which, among other
things, created the Financial Oversight and Management Board and
imposed an automatic stay on creditor lawsuits against the
government, which expired May 1, 2017.

The members of the oversight board are: (i) Andrew G. Biggs, (ii)
Jose B. Carrion III, (iii) Carlos M. Garcia, (iv) Arthur J.
Gonzalez, (v) Jose R. Gonzalez, (vi) Ana. J. Matosantos, and
(vii) David A. Skeel Jr.

On May 3, 2017, the Commonwealth of Puerto Rico filed a petition
for relief under Title III of the Puerto Rico Oversight,
Management, and Economic Stability Act ("PROMESA").  The case is
pending in the United States District Court for the District of
Puerto Rico under case number 17-cv-01578.  A copy of Puerto
Rico's PROMESA petition is available at

         http://bankrupt.com/misc/17-01578-00001.pdf

On May 5, 2017, the Puerto Rico Sales Tax Financing Corporation
(COFINA) commenced a case under Title III of PROMESA (D.P.R. Case
No. 17-01599).   Joint administration has been sought for the Title
III cases.

U.S. Chief Justice John Roberts has named U.S. District Judge Laura
Taylor Swain to preside over the Title III cases.

The Oversight Board has hired as advisors, Proskauer Rose LLP and
O'Neill & Borges LLC as legal counsel, McKinsey & Co. as strategic
consultant, Citigroup Global Markets as municipal investment
banker, and Ernst & Young, as financial advisor.

Martin J. Bienenstock, Esq., Scott K. Rutsky, Esq., and Philip M.
Abelson, Esq., of Proskauer Rose LLP and Hermann D. Bauer, Esq.,
at O'Neill & Borges LLC are onboard as attorneys.

Prime Clerk LLC is the claims and noticing agent.  Prime Clerk
maintains a case web site at:

           https://cases.primeclerk.com/puertorico

Jones Day is serving as counsel to certain ERS bondholders.

Paul Weiss is counsel to the Ad Hoc Group of Puerto Rico General
Obligation Bondholders.



QUANTUM CORP: Appoints VeriFone CFO & S Group President to Board
----------------------------------------------------------------
Quantum Corporation announced that Mr. Marc E. Rothman, executive
vice president and chief financial officer of VeriFone, Inc. and
Mr. Adalio T. Sanchez, president of S Group Advisory, LLC have been
appointed to the Board of Directors of the Company effective May 4,
2017.  Messrs. Rothman and Sanchez were appointed to the Board
pursuant to the terms of the settlement agreement, dated as of
March 2, 2017, between VIEX Capital Advisors, LLC and the Company.
Mr. Rothman has been appointed to the Company's Audit Committee and
Mr. Sanchez has been appointed to the Company's Leadership and
Compensation Committee.

Both will participate in the Company's standard compensation and
benefits program for outside directors.  In addition, Messrs.
Rothman and Sanchez entered into the Company's Director Change of
Control Agreement and the Company's Indemnification Agreement, in
the forms filed by the Company on Form 8-K on May 10, 2011 and
April 4, 2007, respectively.

There are no related party transactions between the Company and
Messrs. Rothman and Sanchez (or any immediate family member
thereof) requiring disclosure under Item 404(a) of Regulation S-K.
Pursuant to the terms of the Settlement Agreement, in connection
with the appointment of Messrs. Rothman and Sanchez, John Mutch and
Jon Gacek resigned from the Board, effective May 1, 2017. There
were no disagreements between the directors and the Company. Mr.
Gacek continues to serve as the chief executive officer of the
Company.

                    About Quantum Corp.

Based in San Jose, California, Quantum Corp. (NYSE:QTM) --
http://www.quantum.com/-- is a storage company specializing in    

backup, recovery and archive.  Quantum provides a comprehensive,
integrated range of disk, tape, and software solutions supported
by a world-class sales and service organization.

For the year ended March 31, 2016, Quantum Corp reported a net loss
of $74.68 million following net income of $16.76 million for the
year ended March 31, 2015.  

As of Dec. 31, 2016, Quantum had $229.7 million in total assets,
$346.2 million in total liabilities and a stockholders' deficit of
$116.6 million.


QUANTUM CORP: Files Conflict Minerals Report for 2016
-----------------------------------------------------
Quantum Corporation has evaluated its current products and
determined that certain products it manufactures or contracts to
manufacture contain tin, tungsten, tantalum and/or gold ("3TG").
Based on the outcome of its due diligence procedures, the Company
has filed a Conflict Minerals Report.

"Following our initial determination that certain of our hardware
products contain components that contain 3TG minerals, Quantum
conducted an RCOI to determine whether such 3TG minerals originated
in the Democratic Republic of the Congo and adjoining countries, as
defined in Form SD (the "Covered Countries").  Our RCOI was based
on a survey of our direct suppliers of parts, components and
assemblies containing conflict minerals.  We have identified over
200 direct suppliers that supply components for our products that
may contain 3TG minerals.  We requested that each of these 200
suppliers complete the EICC GeSI conflict minerals reporting
template.  We do not have a direct relationship with any of the
smelters or refiners of the 3TG materials. Accordingly, we rely on
our suppliers to provide us with information about the source of
conflict minerals contained in the components supplied to us based
on the EICC GeSI conflict minerals reporting template.  Our direct
suppliers are similarly reliant upon information provided by their
suppliers.  Many of the largest suppliers are also SEC registrants
and subject to Rule 13p-1.
Over 80% of our suppliers responded as of 31 Dec 2016.  Based on
those responses, Quantum determined that 3TG minerals present in
certain of its products may have originated in the Covered
Countries and were not from scrap or recycled sources.  Therefore,
in accordance with Rule 13p-1, Quantum proceeded to engage in due
diligence regarding the sources and chain of custody of its 3TG
minerals and has completed a Conflict Minerals Report..."

Quantum claims to be a leading expert in scale-out storage, archive
and data protection, providing solutions for capturing, sharing,
transforming and preserving digital assets over the entire data
lifecycle.  Its customers, ranging from small businesses to major
enterprises, have trusted it to address their most demanding
content workflow challenges.  The Company provides solutions for
storing and protecting information in physical, virtual and cloud
environments that are designed to help customers Be Certain they
have an end-to-end storage foundation to maximize the value of
their data by making it accessible whenever and wherever needed,
offering indefinite retention and reducing total cost and
complexity.  Quantum's primary hardware products include Scalar
automated tape libraries and DXi deduplication disk system.

Quantum hardware products require components that contain tin,
tungsten, tantalum and/or gold minerals.  Accordingly, pursuant to
Rule 13p-1, the Company conducted a reasonable country of origin
inquiry.  Based on our RCOI, Quantum determined that 3TG minerals
present in certain of its products may have originated in the
Democratic Republic of the Congo and adjoining countries and were
not from scrap or recycled sources.  Therefore, in accordance with
Rule 13p-1, Quantum proceeded to engage in due diligence to
determine the sources and chain of custody of its 3TG minerals.

Many of the Company's suppliers were unable to represent to the
Company that 3TG from the entities they listed had actually been
included in components they supplied to Quantum.  In addition, many
processing facilities were not validated as in fact being smelters
or refiners.  The Company has therefore elected to present only the
smelter and refiner names identified by the CFSI in the report.  Of
those smelters that have been identified, 85% have been found to be
CFSI compliant, or Active.  Quantum will continue to encourage
suppliers to utilize only compliant smelters.

Quantum still has smelters in its supply chain that have not been
identified by the CFSI as audited or in the audit process.  The
Company continues to work with its suppliers to only have smelters
that are actively progressing toward Conflict Free Smelter Program
(CFSP) listing.  Following its due diligence process this year, the
Company was unable to reach any definitive conclusions regarding
its products.  However, it expects that its due diligence efforts
will continue to improve and yield more complete information,
particularly as more smelters and refiners participate in third
party audit process.

A copy of the Company's Conflict Minerals Report is available for
free at https://is.gd/euZtfB

                     About Quantum Corp.

Based in San Jose, California, Quantum Corp. (NYSE:QTM) --
http://www.quantum.com/-- is a storage company specializing in    

backup, recovery and archive.  Quantum provides a comprehensive,
integrated range of disk, tape, and software solutions supported
by a world-class sales and service organization.

For the year ended March 31, 2016, Quantum Corp reported a net loss
of $74.68 million following net income of $16.76 million for the
year ended March 31, 2015.  As of Dec. 31, 2016, Quantum had
$229.66 million in total assets, $346.2 million in total
liabilities and a stockholders' deficit of $116.6 million.


REGAL ENTERTAINMENT: S&P Assigns 'BB' Rating on $150MM Add-on Loan
------------------------------------------------------------------
S&P Global Ratings assigned its 'BB' issue-level rating and '1'
recovery rating to Knoxville, Tenn.-based Regal Entertainment
Group's proposed $150 million add-on to its senior secured term
loan due 2022.  The '1' recovery rating indicates S&P's expectation
for very high recovery (90%-100%; rounded estimate: 95%) of
principal in the event of a payment default.  The issue-level
rating is two notches higher than S&P's 'B+' corporate credit
rating on the company.  The borrower is Regal Cinemas Corp.

At the same time, the company is seeking to reprice its senior
secured credit facilities to reduce its margin of interest by 50
basis points.  Including the add-on, the repriced facilities will
consist of a $1.1 billion term loan B due 2022 and an $85 million
revolver due 2020.  The transaction should increase leverage by
roughly 0.1x from 4.0x as of May 31, 2017, which will not have a
material impact on S&P's view of the company's credit ratios. Regal
will use the proceeds for general corporate purposes, which could
include tuck-in acquisitions.

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

RATINGS LIST

Regal Entertainment Group
Regal Cinemas Corp.
Corporate Credit Rating              B+/Stable/--

New Ratings

Regal Cinemas Corp.
Senior Secured
  $1.104 billion term loan due 2022*     BB
   Recovery Rating                       1(95%)

*Includes add-on amount.


REGAL PETROLEUM: Taps Tarpy Cox as New Legal Counsel
----------------------------------------------------
Regal Petroleum Company, Inc. received approval from the U.S.
Bankruptcy Court for the Eastern District of Tennessee to hire
Tarpy, Cox, Fleishman & Leveille, PLLC as its new legal counsel.

The firm will advise the Debtor regarding its duties under the
Bankruptcy Code, and will provide other legal services related to
its Chapter 11 case.  Tarpy Cox replaced Edmiston Cambron, PLLC
whose employment was terminated on April 20.

The hourly rates charged by the firm are:

     Lynn Tarpy                $300
     Luke Durham               $200
     Thomas Leveille           $300
     Associates           $75 - $90

Tarpy Cox received an initial retainer in the amount of $12,000.

The firm can be reached through:

     Lynn Tarpy, Esq.
     Tarpy, Cox, Fleishman & Leveille, PLLC
     1111 N. Northshore Drive, Suite N-290
     Knoxville, TN 37919
     Phone: 865 588-1096

                 About Regal Petroleum Company

Regal Petroleum Company, Inc. filed a chapter 11 petition (Bankr.
E.D. Tenn. Case No. 16-33660) on Dec. 12, 2016.  The petition was
signed by Scott Smith, president.  The Debtor is represented by
Keith L. Edmiston, Esq.  The case is assigned to Judge Suzanne H.
Bauknight.  The Debtor disclosed total assets at $6.33 million and
total liabilities at $1.56 million.  

Prior to and after the filing of its bankruptcy petition, the
Debtor has operated as an energy logistics company that purchases,
gathers, transports and markets crude oil and natural gas liquids
to large marketers and end users.  It also trans loads product from
rail to truck for delivery to markets.


RENESOLA LTD: Recurring Losses Raises Going Concern Doubt
---------------------------------------------------------
Renesola Ltd filed with the U.S. Securities and Exchange Commission
its annual report on Form 20-F, disclosing a net loss of $34.70
million on $929.84 million of total net revenues for the year ended
December 31, 2016, compared to a net loss of $5.07 million on $1.28
billion of total net revenues for the year ended December 31,
2015.

The Company's balance sheet at December 31, 2016, showed total
assets of $1.09 billion, total liabilities of $1.02 billion, and a
stockholders' equity of $66.14 million.

The Company requires a significant amount of cash to fund its
operations.  The Company requires capital to fund any expansion of
its manufacturing capacities and its research and development
activities in order to remain competitive in the solar industry.
Future expansions, changes in market conditions or other
developments will also cause the Company to require additional
funds.  Due to prevailing market conditions and industry practice,
the Company has been providing longer credit terms to a number of
customers (as it has become customary in the industry to do so),
which has had a negative effect on its cash flows.  Such customers
who have high credit worthiness may be granted longer credit terms;
however, the Company does not amend contracts once delivery is
deemed to have occurred.  Moreover, as of December 31, 2016, the
Company's current liabilities exceeded its current assets by $396.9
million.  While the Company had cash and cash equivalents of $37.3
million as of December 31, 2016 and operating cash flow of $27.5
million for the year ended December 31, 2016, it had short-term
bank borrowings of $595.4 million as of December 31, 2016, all due
within one year.

As of December 31, 2016, several factors have raised substantial
doubts about the company's ability to continue as a going concern
for the foreseeable future, including: (i) the Company incurred a
net loss of $34.7 million for the year ended December 31, 2016, and
(ii) as of December 31, 2016, its current liabilities exceeded its
current assets by $396.9 million.  These factors could adversely
affect the Company's ability to meet its ongoing financing needs as
well as to obtain third party financing, which is subject to a
number of uncertainties, including its future financial condition,
operations and reputation, general market conditions in its
industry and economic, political and other conditions in China and
elsewhere.  For example, weakening global economic conditions and
macroeconomic factors in the PRC, such as credit tightening
policies implemented by the Chinese government, may negatively
impact the Company's ability to obtain financing in a timely manner
or on commercially acceptable terms.

The Company may not be able to refinance its borrowings as they
mature.  In the event that they are unable to obtain extensions of
these borrowings or sufficient alternative financing at reasonable
terms to make repayments, the Company does not expect to be able to
generate sufficient cash from operating activities in 2016 to repay
all of these borrowings, the Company may not be able to repay such
borrowings in full or at all when due.  If the Company were to
default on the repayment of these borrowings, it would not be able
to continue its operations as a going concern.  

A full-text copy of the Company's Form 20-F is available at:

                     http://bit.ly/2q6lf7Z

ReneSola Ltd. is a provider of energy-efficient products based in
China.  The Zhejiang, China-based Company has significantly
expanded its business scope from being primarily a solar wafer
manufacturer to becoming a manufacturer of polysilicon and solar
modules.



RESOLUTE ENERGY: S&P Assigns 'B-' CCR; Outlook Stable
-----------------------------------------------------
S&P Global Ratings assigned its 'B-' corporate credit rating to
Resolute Energy Corp. (REN).  The rating outlook is stable.

At the same time, S&P assigned its 'B-' issue-level rating and '4'
recovery rating to the company's $525 million senior unsecured
notes.  The '4' recovery rating indicates S&P's expectation for
average (30%-50%; rounded estimate: 45%) recovery in the event of a
payment default.

"The corporate credit rating reflects our assessment of REN's
business risk profile as vulnerable, its financial risk profile as
aggressive, and its liquidity as less than adequate, said S&P
Global Ratings credit analyst, David Lagasse.

The rating incorporates REN's limited scale of operations and lack
of geographic diversity; buffered by the benefits from its high
percentage of liquids production (which S&P expects will be
approximately 80%-85% in 2017) and S&P's expectation that REN will
be able to successfully increase average production to 24,000 to
28,000 barrels per day (bbl/d) over the next 12 months while
maintaining moderate debt leverage.  The rating also reflects REN's
exposure to volatile commodity prices and the capital intensity of
the exploration and production (E&P) industry (which can lead to
greater variability in operating and financial performance).

The stable outlook on REN reflects S&P's expectation that the
company will maintain solid financial measures including FFO to
debt above 20% and will manage capital spending to not further
weaken liquidity, particularly if the Aneth sale is delayed or
cancelled.

S&P could lower the corporate credit rating if it expected REN's
FFO to debt to fall meaningfully below 12% for a sustained period,
leading to unsustainable debt leverage or its liquidity weakened
considerably, which would most likely occur if the company's
operational performance declines or it debt finances a large
acquisition without offsetting production and cash flows.

S&P could raise the rating if REN broadens its geographic diversity
and increases its production and reserves to levels more consistent
with 'B' peers while maintaining FFO to debt above 20%.



RESOLUTE ENERGY: Says Q2 Starting Out With 'Impressive Results'
---------------------------------------------------------------
Resolute Energy Corporation reported financial and operating
results for the quarter ended March 31, 2017.

Rick Betz, Resolute's chief executive officer, said: "In the first
quarter of 2017, Resolute made significant advancements toward
bolstering its position as a leading operator in the core of the
Delaware Basin.  With the addition of a second drilling rig in
January and a dedicated frac spread from our primary completions
vendor, we have significantly increased the pace of our development
operations.  While these accomplishments point toward a very
promising 2017 for Resolute, as we explained in prior
communications, we did not expect to realize the benefits of this
activity in our first quarter results.  Our second quarter,
however, is starting out with impressive results.  Everything we
accomplished in the first quarter has positioned us to deliver the
industry leading performance you have come to expect from
Resolute.

"Resolute also delivered several strategic accomplishments during
the quarter, including the sale of our New Mexico properties, the
commencement of a process to divest our Aneth Field EOR property
and the announcement of a significant Delaware Basin acquisition
that will expand our net acreage in the basin by nearly 30
percent.

"Before highlighting our many operational achievements let me touch
briefly on the actual first quarter production results. Production
for the first quarter of 2017 averaged 19,702 Boe per day, an
increase of 10,686 Boe per day, or 119 percent, from the prior year
first quarter.  On a sequential basis, first quarter production was
essentially flat to fourth quarter 2016 volumes of 19,583 Boe per
day.  Looking more specifically at the Permian Basin, adjusting for
the sale of the New Mexico properties, sequential production from
the Permian Basin would have increased by four percent from 12,939
Boe per day in the fourth quarter of 2016 to 13,444 in the first
quarter of 2017.  Our Permian Basin operations represented 70
percent of total Company production in the first quarter of 2017
compared to 33 percent in the first quarter of 2016.  First quarter
Delaware Basin exit rate production was 12,925 Boe per day, down
approximately ten percent from our fourth quarter exit rate, after
adjusting for the New Mexico sale, reflecting normal production
declines and minimal additions from wells completed late in the
quarter.  Quarterly production was also impacted by vendor delays
and production downtime related to well shut-ins to perform
significant facilities upgrades, weather induced events such as
power interruptions and well interference from nearby completion
operations.

"As expected we have started to realize significant production
gains from newly completed wells and we estimate that for April
2017 our Delaware Basin average production was 15,925 Boe per day,
up 32 percent from March, and our exit rate was 18,400 Boe per day,
which was 42 percent higher than our March exit rate.  We expect
this momentum to continue through the second quarter and the
remainder of the year.  We remain comfortable with our announced
annual production guidance prior to any adjustments for the sale of
our Aneth Field properties or for the addition of production
associated with our pending Delaware Basin acquisition.

"The hard work of our exceptional operations team has put us in the
position to deliver what we expect will be peer-leading results for
full year 2017.  Thus far this year we reached total depth on nine
wells.  These include five mid-length laterals and four long
laterals.  We completed and brought on line eight wells since
January, including five mid-length laterals and three long
laterals.  We significantly increased our development pace with the
addition of a second drilling rig and a dedicated frac spread. This
will reduce cycle times from rig release to first production and
also will help to offset other completion cost pressures as we
minimize mobilization costs and delays between completions.

"At the time of our fourth quarter earnings release we did not have
meaningful new well results to report.  In this release we provide
initial production information on five wells completed since the
first of the year.  These results included three wells in our
Mustang area, which have recorded 24 hour peak IP rates of 2,389,
2,571 and 3,006 Boe per day.  In Appaloosa we have initial 24 hour
peak IP rates on two new wells of 2,870 and 2,906 Boe per day.
These are early stage results and the reported rates may improve.

"An important part of our 2017 drilling program has been to test
the production effects of denser well spacing.  We previously
announced the results of our upper Wolfcamp A spacing test, with
the Uinta 0204H and Boucher 2-3H wells.  Both of these wells
continue to produce above our type curve for mid-length Wolfcamp A
wells.  Our second down-spaced well pair is a test of the upper and
lower Wolfcamp A.  The Renegade L02H and the Renegade U03H have now
established 24 hour peak IP rates of 2,389 and 3,006 Boe per day,
respectively.  These are strong initial rates for the area and on a
cumulative basis both wells are producing above our type curve.
Our third down-spaced well pair tests the combination of the upper
Wolfcamp A and the upper Wolfcamp B.  Completions operations on
these wells, the Pipeworks B05H and the Pipeworks L06H, were
concluded on April 29 and are in the initial stages of flowback.
The Pipeworks B05H is also our first Wolfcamp B well since the
first quarter of 2015 and our first Wolfcamp B well to be completed
using more advanced completion designs.  Performance of this well
will help advance our understanding of the Wolfcamp B reservoir.

"I will close with some comments on our first quarter strategic
initiatives.  In March we announced what we are now calling our
Bronco acquisition, which will add significantly to our net acreage
position in the Delaware Basin.  This transaction is on target to
close on May 15.  In order to accelerate the benefits of the
acquisition, on May 4 fracing operations will begin on the seven
drilled but uncompleted wells acquired.  We expect to have six
operated wells on production by mid-July with the non-operated
seventh well on production by early August.  We anticipate these
wells will contribute significantly to third quarter production.
We continue to evaluate the addition of a third rig to focus on the
Bronco acreage.  A final decision on this will be made once we have
more visibility on the disposition of Aneth Field and on the
outlook for commodity prices.  With regard to the Aneth Field
disposition process, we recently announced the hiring of advisors
for this transaction and we remain on schedule to have a virtual
data room available for potential buyers by the middle of May.

"The closing of the Bronco acquisition will result in a short term
rise in our level of indebtedness on an absolute basis and in
relation to our cash flows.  The interim increase in indebtedness
does not represent a change in philosophy as to the appropriate
level of leverage for the Company.  We believe that we are well
positioned financially to move forward with both the acquisition
and our Delaware Basin development program.  In the near term,
sources of liquidity include our recently increased $225 million
borrowing base, the potential to access the capital markets, or the
ability to draw our existing bridge facility.  Longer term, we
expect the sale of Aneth Field to be a significant deleveraging
event.  We expect to return to our target leverage levels by the
fourth quarter of 2017 or earlier.  In the meantime, we are working
with our bank group to secure a precautionary amendment to ensure
that we remain in compliance with our covenants under our Revolving
Credit Facility during this interim period of increased
indebtedness."

Resolute recorded net income of $1.5 million, or $0.01 per share,
on revenue of $65.2 million during the three months ended March 31,
2017.  Included in net income was $10.8 million of commodity
derivative gains.  This compares to a net loss of $85.3 million, or
$5.65 per share, on revenue of $19.0 million during the three
months ended March 31, 2016.  The 2016 loss included commodity
derivative gains of $3.8 million and a non-cash impairment charge
of $58 million.

During the first quarter of 2017, Resolute generated $28.9 million
of Adjusted EBITDA, or $16.31 per Boe, a 25 percent increase from
the prior year period, during which Resolute generated $23.2
million of Adjusted EBITDA, or $28.22 per Boe.  The increase in
Adjusted EBITDA was the result of increased revenue due to
increased production, partially offset by decreased commodity
derivative gains and an increase in cash-settled incentive award
expense.

Production for the quarter ended March 31, 2017, increased 116
percent to 1,773 MBoe, or 19,702 Boe per day, as compared to 820
MBoe, or 9,016 Boe per day, during the first quarter of 2016.    

Production from the Company's Permian Basin properties increased
more than 350 percent to 13,798 Boe per day, as compared to the
2,961 Boe per day produced in the first quarter of 2016, and
increased two percent from the 13,495 Boe per day produced during
the fourth quarter of 2016.  

First quarter 2017 production from the Company's Aneth Field
properties decreased three percent to 5,904 Boe per day as compared
to the 6,056 Boe per day produced in the first quarter of 2016, and
the 6,086 Boe per day produced during the fourth quarter of 2016.


During the first quarter of 2017 Resolute realized a 39 percent
increase in adjusted revenue (revenue including commodity
derivative settlements), a non-GAAP measure, as compared to the
prior year quarter due to increased production attributable to
positive results from the drilling program in the Delaware Basin
offset by decreased derivative settlement gains.  Adjusted revenue
for the quarter was $65.0 million, including the effect of
commodity derivative settlement losses of $0.3 million.  During the
first quarter of 2016, Resolute had adjusted revenue of $46.7
million, including the effect of commodity derivative settlement
gains of $27.7 million.

For the first quarter of 2017, lease operating expense increased
$4.5 million, or 33 percent, to $18.4 million, or $10.35 per Boe,
as compared to first quarter 2016 LOE of $13.8 million, or $16.84
per Boe.  The decrease in unit operating expense is due to the
significant increase in production.  Production taxes increased by
$3.5 million, or 110 percent, to $6.6 million (ten percent of
revenue) from $3.1 million in 2016 (seventeen percent of revenue).
Conversely, production taxes decreased on a Boe basis to $3.72 per
Boe in 2017 from $3.83 per Boe in 2016.

For the first quarter of 2017, depletion, depreciation,
amortization and accretion expenses increased 55 percent to $16.0
million as compared to the first quarter of 2016 DD&A expenses of
$10.4 million.  Conversely, DD&A expenses decreased on a Boe basis
to $9.04 per Boe in 2017 from $12.63 per Boe in 2016 due primarily
to the significant increase in proved reserve quantities.

Pursuant to full cost accounting rules, the Company performs a
ceiling test each quarter on its proved oil and gas assets.  No
impairment was recorded during the quarter ended March 31, 2017.
However, the Company recorded a $58 million non-cash impairment of
the carrying value of our proved oil and gas properties during the
2016 period, as a result of the ceiling test limitation at
March 31, 2016.  

Resolute's general and administrative expenses increased sixteen
percent to $10.4 million during the first quarter of 2017, as
compared to $9.0 million during the same period in 2016.  On a
unit-of-production basis, general and administrative expenses
decreased 46 percent as a result of increased production.
Cash-based general and administrative expense for the first quarter
of 2017 was $7.6 million, or $4.28 per Boe, compared to $6.8
million, or $8.24 per Boe, in the comparable 2016 period.
Share-based compensation expense, a non-cash item, represented $2.8
million for the first quarter of 2017 and $2.2 million for the
first quarter of 2016.    

Due to the substantial increase in the price of Resolute common
stock over the last 9 months, the Company recorded $5.4 million
during the first quarter of 2017 for cash-settled incentive award
expenses as compared to $0.8 million in the first quarter of 2016.
Actual cash payments for the current quarter were $3.6 million as
compared to no payments in the first quarter of 2016.  On a
per-unit basis, cash-settled incentive award expense was $3.06 per
Boe in 2017 as compared to $0.97 per Boe in 2016.  The 2017
increase in expense is a result of the grant of time- and
performance-based restricted cash awards as well as cash-settled
stock appreciation rights under the long-term incentive program,
and the achievement of multiple performance targets that are based
on the Company’s stock price.  The time-based awards will vest
and be expensed ratably over three years from the time of grant.
The performance-based awards and the stock appreciation rights will
vest ratably over three years from the time of grant but their fair
value will be re-measured at each period end over their lives.  

During the quarter ended March 31, 2017, Resolute incurred oil and
gas related capital expenditures of approximately $53.4 million,
excluding proceeds from divestitures of $19.2 million and
capitalized interest of $2.5 million.  These capital investments
were primarily for drilling and completion projects in the Delaware
Basin.

Outstanding indebtedness of $419 million at March 31, 2017,
consisted of $19 million in revolving credit facility debt and $400
million of senior notes, compared to total indebtedness of $528.3
million at March 31, 2016, a decrease of $109.3 million.  During
the first quarter of 2017, we repaid all amounts outstanding on the
Secured Term Loan Facility and entered into the Third Amended and
Restated Credit Agreement with an initial borrowing base of $150
million.  Pursuant to the spring borrowing base redetermination,
our borrowing base was increased to $225 million, effective April
17, 2017.

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

                    https://is.gd/aEs7qu

              About Resolute Energy Corporation

Resolute Energy Corp. -- http://www.resoluteenergy.com/-- is an
independent oil and gas company focused on the acquisition,
exploration, exploitation and development of oil and gas
properties, with a particular emphasis on liquids focused,
long-lived onshore U.S. opportunities.  Resolute's properties are
located in the Paradox Basin in Utah and the Permian Basin in Texas
and New Mexico.

Resolute reported a net loss of $161.72 million in 2016 following a
net loss of $742.27 million in 2015.  As of March 31, 2017,
Resolute Energy had $489.6 million in total assets, $565.5 million
in total liabilities, and a total stockholders' deficit of $75.93
million.

                        *    *    *

As reported by the TCR on Feb. 27, 2017, Moody's Investors Service
upgraded Resolute Energy Corporation's Corporate Family Rating
(CFR) to 'B3' from 'Caa2', the Probability of Default Rating to
'B3-PD' from 'Caa2-PD' and its senior unsecured notes rating to
'Caa1' from 'Caa3'.  The Speculative Grade Liquidity rating was
affirmed at SGL-3.  The rating outlook was changed to stable.

"The upgrade to B3 reflects Resolute's improved capital structure,
continued strong drilling results and improved production and
drilling economics, which provide good visibility to continued
growth in a mid $40s oil price environment without increasing debt
leverage," noted John Thieroff, Moody's VP-Senior Analyst.  "We
expect moderation in the company's reserve- and production-based
debt metrics from significant production growth at very competitive
drillbit costs."


RESOURCE CAPITAL: NY Court Won't Combine 3 Loan Suits Vs. REIT
--------------------------------------------------------------
Martin O'Sullivan of Bankruptcy Law360 reports that New York
District Judge Louis L. Stanton has declined to combine three
derivative suits accusing directors of Resource Capital Corp. of
mishandling a Puerto Rico hotel loan portfolio that prompted a $41
million write-down in August 2015, calling a bid for co-lead
counsel unnecessary.

The three derivative suits filed since February on behalf of the
real estate investment trust and its shareholders allege that
Resource Capital and its board breached their financial duties by
not disclosing sooner the failing position of one of its mezzanine
loans in 2012, Law360 relates.

The cases are McKinney v. Cohen et al., case number 1:17-cv-01381;
Sherek et al. v. Kessler et al., case number 1:17-cv-01965; and
Sebenolder v. Cohen et al., case number 1:17-cv-02998, all in the
U.S. District Court for the Southern District of New York.

Founded in 2005, Resource Capital Corp. (NYSE:RSO) --
http://www.resourcecapitalcorp.com/index.html-- is a New York  
City-based specialty finance company focused on real-estate related
assets and, to a lesser extent, higher-yielding commercial finance
assets.  The Company's investment strategy concentrates on the
following asset classes: commercial real estate-related assets such
as commercial mortgage-backed securities, B notes and mezzanine
debt, residential real estate-related assets such as residential
mortgage-backed securities and commercial finance assets like other
asset-backed securities, syndicated bank loans, equipment leases,
trust preferred securities and private equity investments
principally issued by financial institutions.  The Company
qualifies to be treated as a REIT for federal income tax purposes.
As a REIT, the Company is not subject to federal income tax if it
distributes at least 90% of its taxable income to its shareholders.


RIDGE MANOR: Hires Keller Williams Realty as Real Estate Agent
--------------------------------------------------------------
Ridge Manor Oaks, LLC seeks authorization from the U.S. Bankruptcy
Court for the Middle District of Florida to employ Keller Williams
Realty as real estate agent.

The Debtor owns a property located at 334450 Whispering Oaks
Boulevard, Ridge Manor, Florida.

The Debtor requires Realtor to list the Property for sale.

The Debtor will pay Realtor a sale commission of 6%.

Mike Neubcher, real estate agent with Keller Williams Realty,
assured the Court that the firm is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code, and does
not represent any interest adverse to the Debtor and its estates.

Realtor can be reached at:

      Mike Neubcher
      Keller Williams Realty
      66 Riley Road, Suite B-1
      Celebration, FL 34747
      Tel: (407) 566-1800

                  About Ridge Manor Oaks

Ridge Manor Oaks, LLC, sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. M.D. Fla. Case No. 16-09612) on Nov. 8,
2016.  The petition was signed by Robert L. Carson, manager.  

At the time of the filing, the Debtor disclosed $1.8 million in
assets and $2.47 million in liabilities.

David W. Steen, Esq., at David W. Steen P.A. serves as the Debtor's
legal counsel.


RIVERBED PARENT: S&P Affirms 'B' CCR & Revises Outlook to Neg.
--------------------------------------------------------------
S&P Global Ratings affirmed its 'B' corporate credit rating on San
Francisco-based Riverbed Parent Inc. and revised its outlook to
negative from stable.

S&P also affirmed the existing issue level ratings of 'B+' on the
first lien credit facility based on a '2' recovery (70%-90%;
rounded estimate: 70%) and 'CCC+' on the senior unsecured notes
based on a '6' recovery (0%-10%; rounded estimate: 0%).

"The outlook revision is based on our expectation that recent
weakness in Riverbed's operating performance, which has caused
leverage to increase to the low-7x area, will continue into the
second half of 2017," said S&P Global Ratings credit analyst
Kenneth Fleming.  S&P expects that Riverbed's revenues will recover
later in 2017.  However, the timing and magnitude of the recovery
remains less certain.

The outlook is negative reflecting recent weakness in product
revenue, which has caused leverage to rise to the low-7x area, and
the risk that Riverbed's core WAN-optimization market could see
sustained declines and increasing pricing pressure.  While S&P
currently projects that Riverbed's revenues will recover later in
2017, the ultimate timing and magnitude of the recovery remain less
certain.


RMS TITANIC: Needs More Time to Finalize PSA, File Chapter 11 Plan
------------------------------------------------------------------
RMS Titanic, Inc. and its affiliated Debtors filed an amended third
motion with the U.S. Bankruptcy Court for the Middle District of
Florida, seeking for an extension of their exclusive period to file
a plan through  August 1, 2017, and their exclusive period to
solicit acceptances of that plan through October 2, 2017.

The Debtors filed their Third Motion for Extension of Exclusivity
With Consent of Statutory Committees on April 5, 2017, which
requested extension of the plan filing deadline through May 10,
2017, and, the Debtors' exclusive period to gain acceptance of a
filed plan through July 9, 2017.

The Third Exclusivity Motion is currently set for a preliminary
hearing on May 18, 2017.

The Third Exclusivity Motion provides that since the Second
Exclusivity Extension Order, the Debtors have been negotiating what
they hope to be a consensual plan with the two statutory committees
appointed in their case. The Debtors, the Official Committee of
Unsecured Creditors, and the Official Committee of Equity Security
Holders believe that an additional 30-day extension is necessary
and appropriate while they continue to work towards a consensual
plan.

The Debtors seek further extension of the exclusivity so as to
provide the Debtors and the Committees time to file and seek Court
approval of the Plan Support Agreement which the Debtors and
Committees anticipate finalizing in the immediate near future.

The terms of the PSA justify extending the exclusive periods beyond
the dates originally requested in the Third Exclusivity Motion
since the Debtors intends to file a Chapter 11 plan in accordance
with the terms of the PSA. The PSA will contemplate a marketing and
sale process for the Debtors to be consummated through parallel
sale and plan confirmation processes. The PSA will also provide for
a series of milestones, including, among others, a deadline to file
a plan and disclosure statement on terms to be provided in the PSA.


As part of the PSA, both of the Committees will agree not to seek
or support termination or modification of, and will agree to
support and consent to any extension of, the Debtors' exclusive
period for the filing of any plan of reorganization so long as the
PSA is not terminated. Moreover, the PSA will be subject to
termination by the Committees or the Debtor if the Court enters an
order modifying or terminating the Debtors' exclusive right to file
and/or solicit acceptances of a plan of reorganization or
liquidation.

The Debtors submit that both Committees have consented to the
extensions of the exclusivity periods.

Further, the Debtors anticipate filing a motion seeking approval of
a DIP financing agreement of up to $5,000,000 that will sustain
operations and funding of administrative expenses until a plan can
be confirmed.

                About About RMS Titanic, Inc.

Premier Exhibitions, Inc. (Nasdaq: PRXI), located in Atlanta,
Georgia, is a presenter of museum quality exhibitions throughout
the world.  Premier --http://www.PremierExhibitions.com/--
develops and displays unique exhibitions for education and
entertainment including Titanic: The Artifact Exhibition,
BODIES...The Exhibition, Tutankhamun: The Golden King and the Great
Pharaohs, Pompeii The Exhibition, Extreme Dinosaurs and Real
Pirates in partnership with National Geographic.  The success of
Premier Exhibitions lies in its ability to produce, manage, and
market exhibitions.

RMS Titanic and seven of its subsidiaries filed voluntary petitions
for reorganization under Chapter 11 of the Bankruptcy Code (Bankr.
M.D. Fla. Lead Case No. 16-02230) on June 14, 2016. Former Chief
Financial Officer and Chief Operating Officer Michael J. Little
signed the petitions. The Chapter 11 cases are assigned to Judge
Paul M. Glenn.

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

The Debtors are represented by Daniel F. Blanks, Esq. and Lee D.
Wedekind, III, Esq. at Nelson Mullins Riley & Scarborough LLP. The
Debtors employ Brian A. Wainger, Esq. at Kaleo Legal as special
litigation counsel, outside general counsel, securities counsel,
and conflicts counsel; Robert W. McFarland, Esq. at McGuireWoods
LLP as special litigation counsel; Steven L. Berson, Esq. at
Dentons US LLP and Dentons Canada LLP as outside general counsel
and securities counsel; Oscar N. Pinkas, Esq. at Dentons LLP as
outside general counsel and securities counsel.

The Debtors also employed Ronald L. Glass as Chief Restructuring
Officer and GlassRatner Advisory & Capital Group, LLC, as financial
advisors.

Guy Gebhardt, acting U.S. trustee for Region 21, on Aug. 24, 2016,
appointed three creditors to serve on the official committee of
unsecured creditors of RMS Titanic, Inc., and its affiliates. The
Committee hired Avery Samet, Esq. and Jeffrey Chubak, Esq. at
Storch Amini & Munves PC, and Richard R. Thames, Esq. and Robert A.
Heekin, Jr., Esq. at Thames Markey & Heekin, P.A. as counsel.

The official committee of equity security holders of Premier
Exhibitions Inc. hires Peter J. Gurfein, Esq. at Landau Gottfried &
Berger LLP as counsel; Jacob A. Brown, Esq. and Katherine C.
Fackler, Esq. at Akerman LLP as Co-Counsel; and Teneo Securities
LLC as financial advisor.


ROBINSON OUTDOOR: U.S. Trustee Unable to Appoint Committee
----------------------------------------------------------
An official committee of unsecured creditors has not yet been
appointed in the Chapter 11 case of Robinson Outdoor Products, LLC
as of May 10, according to a court docket.

                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.  

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

The case is assigned to Judge William J Fisher.  

Nauni Jo Manty was appointed as Chapter 11 trustee for the Debtor.
The trustee hired Silverman Consulting, Inc. as business
consultant.


S&S SCREW: Allowed to Continue Cash Collateral Use Through June 8
-----------------------------------------------------------------
Judge Randal S. Mashburn signed a Sixth Interim Agreed Order,
authorizing S&S Screw Machine Company, LLC, to continue its use of
the cash collateral through June 8, 2017, solely on the terms, for
the purposes, and in the amounts set forth in the Budget.

The Debtor's need to use cash collateral is immediate and critical
considering that the Debtor does not have sufficient available
sources of working capital and financing to enable the Debtor to
administer its Chapter 11 case generally, continue to operate its
business in the normal course, and preserve the value of its estate
for all stakeholders.

Regions Bank asserts a lien on the assets of the Debtor, securing
obligations totaling approximately $3,364,485.  Regions Bank
further asserts that all of the Debtor's cash and cash equivalents,
are part of the collateral of Regions Bank. The Internal Revenue
Service also has a tax lien in the alleged amount of $2,209,090,
which claim is subordinate to the Regions Loan and is undersecured
or unsecured.

Regions Bank and the IRS are granted replacement liens, which will
attach to the same extent and with the same priority as enjoyed
prior to the Petition Date, to the extent of any diminution in
value of the collateral and cash collateral in all of the Debtor's
postpetition assets of the same kind and description as the
collateral. Such adequate protection liens will be supplemental to
the security interest which Regions Bank possesses pursuant to its
Loan Documents, and the IRS possesses pursuant to its tax lien.

Judge Mashburn directed the Debtor to pay Regions Bank $20,000 per
month as additional adequate protection, which monthly payment will
be applied to the secured claim of Regions Bank. Judge Mashburn,
however, ordered any party in interest objecting to the monthly
payment to Regions Bank to file a written objection with the Court
by no later than June 1, 2017.

The Debtor is also directed to maintain all necessary insurance for
its business and assets, in accordance with the obligations under
the Regions Loan and as may be required under any applicable
operating guidelines of the U.S. Trustee, naming Regions Bank as
loss payees and additional insureds with respect thereto.

The final hearing to consider approval of the Debtor's continued
use of cash collateral, as well as to determine the necessity of
the monthly payment to Regions Bank, is scheduled for June 8, 2017
at 9:30 a.m.

A full-text copy of the Sixth Interim Agreed Order, dated May 9,
2017, is available at https://is.gd/PQNzBF

              About S&S Screw Machine Company

S&S Screw Machine Company, LLC, doing business as S&S - Precision,
filed a chapter 11 petition (Bankr. M.D. Tenn. Case No. 16-06829)
on Sept. 24, 2016.  The petition was signed by Lawrence J. Battle,
authorized member.  The Debtor estimated assets and liabilities at
$1 million to $10 million at the time of the filing.

The case is assigned to Judge Randal S. Mashburn.  

The Debtor is represented by Phillip G. Young, Jr., Esq., at
Thompson Burton PLLC.  

The Office of the U.S. Trustee on Nov. 10, 2016, appointed three
creditors of S&S Screw Machine Company, LLC, to serve on the
official committee of unsecured creditors. The committee members
are: Kenny Wine, of Joseph T. Ryerson & Son; Del Miller, of Kaiser
Aluminum Fabricated Products; and Stephen L. Cochran, of Production
Pattern & Foundry Co.

The Committee tapped Paul G. Jennings, Esq., at Bass Berry & Sims
PLC, as its counsel.


SEADRILL PARTNERS: PwC LLP Raises Going Concern Doubt
-----------------------------------------------------
Seadrill Partners LLC filed with the U.S. Securities and Exchange
Commission its annual report on Form 20-F, disclosing a net income
of $545.7 million on $1.60 billion of total operating revenues for
the year ended December 31, 2016, compared to a net income of
$488.4 million on $1.74 billion of total operating revenues for the
year ended in 2015.

PricewaterhouseCoopers LLP in Uxbridge, United Kingdom, states that
the Company has cross default clauses in existing financing
agreements which cause near term liquidity constraints in the event
Seadrill Limited is unable to implement a restructuring plan by
July 31, 2017.  The existence of the cross default clauses and
uncertainty of the restructuring 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 $6.78 billion, total current liabilities of $665.4
million, total non-current liabilities of $3.58 billion, and a
total stockholders' equity of $2.53 billion.

A full-text copy of the Company's Form 20-F is available at:
                
                   http://bit.ly/2pfzqID

Seadrill Partners LLC was formed in the Marshall Islands on June
28, 2012 as limited liability company and a wholly owned subsidiary
of Seadrill, to own, operate and acquire offshore drilling units.
The Company is headquartered in London, United Kingdom.



SELECT MEDICAL: S&P Affirms 'B+' CCR & Revises Outlook to Stable
----------------------------------------------------------------
S&P Global Ratings affirmed its 'B+' corporate credit rating and
issue-level ratings on Select Medical Corp. and revised the outlook
to stable from negative.

"The outlook revision reflects our view that Select now has the
ability to meet our base-case expectations of maintaining stable
EBITDA margins of about 17%, generating good free cash flow and
reducing debt leverage to below 5x by fiscal year-end 2017," said
S&P Global Ratings credit analyst Elan Nat.

This is supported by Select's resilience in adapting to the new
reimbursement environment that went into effect in 2016, when
reimbursement of LTAC services at the attractive LTAC-specific rate
narrowed to patients meeting more stringent criteria.  Select has
demonstrated success with its strategy to accept only
criteria-eligible patients.  Its compliant patient base was about
100% as of the quarter ended March 31, 2017.

In October 2015 Medicare introduced new patient criteria with
tighter eligibility standards for reimbursement of LTAC services at
the higher LTAC-specific rate, with a second phase starting late
2017.  Although S&P expects this to have a significant adverse
impact on the LTAC industry, it expects Select to continue to fare
materially better than smaller peers because of its ability to
capture above-average acuity patients, as well as the company's
reputation and strong referral relationships. Additionally, the
company pursued various mitigating strategies, including closing
several LTAC facilities that were going to be unprofitable under
the new patient criteria and swapping a handful of LTAC-facilities
with those of Kindred Healthcare Inc. (B+/Stable/--) in differing
geographies that allow Select to consolidate operations into its
existing joint venture partnerships.

The stable outlook reflects S&P's expectations for Select to
generate stable EBITDA margins and good free cash flow over the
next two years.  Given its recent track record of capturing
higher-acuity patients that remain compliant under new patient
criteria, S&P believes the company will continue to effectively
manage its LTAC business, such that reimbursement pressures
presented by the tighter eligibility standards for the attractive
LTAC reimbursement rate will largely be mitigated.

S&P could lower its rating if weaker-than-expected patient volume,
additional cuts to reimbursement, or increased operating costs
result in a material deterioration in EBITDA margins and subsequent
decline in free cash flow generation.  Under such a scenario, S&P
would expect EBITDA margin contraction of about 320 basis points,
which would result in Select's free cash flow generation to fall
below $100 million.

While unlikely over the next year, S&P could raise the rating if it
become certain the company will maintain leverage below 4x on a
sustained basis, either by limiting revenue loss in its LTAC
business, materially improving EBITDA margins, or if Select pays
down about $800 million in debt.


SKIP ONE: Hires Leon A. Williamson, Jr. as Counsel
--------------------------------------------------
Skip One Beach, Inc., seeks authorization from the U.S. Bankruptcy
Court for the Middle District of Florida to employ the Law Office
of Leon A. Williamson, Jr. PA as counsel for Debtor.

The Debtor requires Williamson to:

     a. take all action necessary to protect and preserve the
estate of the Debtor including the prosecution of actions on its
behalf, and objecting to claims filed against the Estate, if
appropriate;

     b. prepare, on behalf of the Debtor, applications, answers,
orders, reports and papers, required in connection with the
administration of the Estate;

     c. counsel the Debtor with regard to its rights and
obligations as Debtor in Possession;

     d. prepare and file schedules of assets and liability;

     e. prepare and file a Plan of Reorganization and Disclosure
Statement; and

     f. perform all other necessary legal services in connection
with this Chapter 11 case.

Leon A. Williamson, Jr., Esq., at the Law Office of Leon A.
Williamson, Jr. PA, assured the Court that the firm is a
"disinterested person" as the term is defined in Section 101(14) of
the Bankruptcy Code, and does not represent any interest adverse to
the Debtor and its estates.

Williamson can be reached at:

     Leon A. Williamson, Jr.
     Law Office of Leon A. Williamson, Jr. PA
     306 South Plant Ave., Suite B
     Tampa, FL 33606
     Tel: (813) 253-3109
     Fax: (813) 253-3215
     E-mail: Leon@LwilliamsonLaw.com

                    About Skip One Beach

Skip One Beach, Inc. filed a Chapter 11 bankruptcy petition (Bankr.
M.D. Fla. Case No. 17-03393) on April 21, 2017. Leon A. Williamson,
Jr., Esq., at Law Office of Leon A. Williamson, Jr. PA serves as
bankruptcy counsel.

The Debtor's assets and liabilities are both below $1 million.


SMART MODULAR: Moody's Puts Caa1 CFR Under Review for Upgrade
-------------------------------------------------------------
Moody's Investors Service placed all of the credit ratings of SMART
Modular Technologies, Inc., including the Caa1 Corporate Family
Rating ("CFR"), under review for upgrade following the announcement
that SMART's parent company, SMART Global Holdings, Inc. plans for
an initial public offering of equity, with a portion of the
proceeds to be used for debt repayment. Moody's also assigned a B2
rating to the Senior Secured Revolver, which is also under review
for upgrade.

The review will focus on the specific plans for debt repayment. If
SMART repays a portion of the Senior Secured First Lien Term Loan
due 2019 ("Term Loan"), such that leverage is reduced by at least
one turn of debt to EBITDA, Moody's would expects to raise the CFR
by one-notch to B3. To the extent that SMART refinances the Term
Loan, there could be further upward ratings pressure, since the
Term Loan carries a high interest rate and contains certain
restrictive terms, limiting financial flexibility. The Term Loan
carries an interest rate of 9.25%, increasing to 10% on November
29, 2017 if the Term Loan remains outstanding. Moreover, SMART is
required to make quarterly principal payments on the Term Loan of
$3.875 million and must use any balance sheet cash in excess of $25
million for additional Term Loan repayment.

The Caa1 CFR reflects the leverage, which at about 3.7x debt to
EBITDA (latest twelve months ended February 24, 2017, Moody's
adjusted), is high given the highly cyclical markets in which SMART
competes, the weak, though improving, Brazilian economy and Moody's
expectation that SMART will generate only modest, though
increasing, FCF over the next 6 to 12 months. The rating also
reflects the cyclical nature of SMART's end markets, which results
in revenue and FCF volatility, and SMART's modest revenue scale
relative to the large global competitors in the DRAM memory module
business. Customer concentration, with the top three customers
accounting for 44% of revenues, is an additional constraint on the
rating.

Still, Moody's expects that SMART will generate increasing FCF as
end market demand for computer equipment strengthens in Brazil and
increases in Brazilian local content tax incentives increases
demand for SMART's mobile memory used in smartphones sold in
Brazil. Moreover, SMART benefits from a leading market position in
the Brazilian DRAM memory market. Sales of memory in Brazil
accounts for about 45% of total revenues. SMART's market position
is supported by the Brazilian government's local-content tax
incentives, which encourage local semiconductor manufacturing and
R&D investments. This gives SMART an advantage over global
competitors that lack local integrated circuit packaging and memory
module manufacturing operations. SMART's specialty memory business
adds stability to the revenue base, as this business provides
products for markets that tend to have longer product life cycles
based on trailing-edge technologies, and thus provides SMART with a
base of low-growth, though consistent, revenues and FCF.

The Revolver and Term Loan are guaranteed by SMART and certain
subsidiaries (excluding SMART's Malaysian subsidiary), including
the subsidiaries in Brazil that are engaged in the memory business.
The Revolver and Term Loan are secured by a first-lien pledge on
the assets of the guarantors and a pledge of the equity interest in
SMART and certain subsidiaries, including SMART's Malaysian
subsidiary.

While the lenders benefit from a first priority security interest
in the assets of its Brazilian operating subsidiaries, enforcing
guarantees and establishing claims over non-US collateral could be
time consuming and challenging, which could result in the erosion
in value of the realized collateral. To reflect this anticipated
challenge in enforcing claims in Brazil, and the exclusion of the
Malaysian subsidiary from the pool of guarantors, the ratings of
the Revolver and Term Loan reflect a one-notch downward override
from the LGD model implied rating.

Moody's rates the Revolver B2 and the Term Loan Caa1, since the
credit agreement stipulates that proceeds from the collateral will
be used first to repay the Revolver borrowings before any payments
are made on the Term Loan. This effectively renders the Term Loan
subordinated to the Revolver in the capital structure, although
both the Revolver and the Term Loan are secured by a first-lien
pledge on the same collateral. The company's overseas restricted
subsidiaries provide a negative pledge precluding them from raising
a material amount of debt at the overseas operations.

Assigned and Placed on Review for Upgrade:

Issuer: SMART Modular Technologies (Global), Inc.

-- Senior Secured Revolver, assigned B2 (LGD2) and placed
    on Review for Upgrade

Placed On Review for Upgrade:

Issuer: SMART Modular Technologies (Global), Inc.

-- Corporate Family Rating, on Review for Upgrade, currently Caa1

-- Probability of Default Rating, on Review for Upgrade,
    currently Caa1-PD

-- Senior Secured Term Loan, on Review for Upgrade, currently
    Caa1 (LGD3)

SMART Modular Technologies (Global), Inc, a Cayman Islands exempted
company, is a leading independent manufacturer of memory modules,
embedded flash products and solid state drives (SSDs) for Original
Equipment Manufacturers (OEMs). Its products are used in a variety
of applications in the computing, networking, communications,
printers, storage and industrial markets. The company is private
and is owned by affiliates of private equity firm Silver Lake
Partners.

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


SOUTHERN SANDBLASTING: U.S. Trustee Unable to Appoint Committee
---------------------------------------------------------------
The Office of the U.S. Trustee on May 10 disclosed in a court
filing that no official committee of unsecured creditors has been
appointed in the Chapter 11 case of Southern Sandblasting &
Coatings, Inc.

             About Southern Sandblasting & Coatings

Southern Sandblasting & Coatings, Inc., based in Humble, Texas,
filed a Chapter 11 petition (Bankr. S.D. Tex. Case No. 17-30823) on
February 7, 2017.

In its petition, the Debtor estimated $500,000 to $1 million in
assets and $1 million to $10 million in liabilities. The petition
was signed by Ernest W. Watson, Jr., president.

The Hon. Jeff Bohm presides over the case. Reese W. Baker, Esq., at
Baker & Associates, to serve as bankruptcy counsel.


SOUTHWEST SILK: Taps Mitchell Buchman as Legal Counsel
------------------------------------------------------
Southwest Silk Screening Inc. seeks approval from the U.S.
Bankruptcy Court for the Southern District of Texas to hire legal
counsel.

The Debtor proposes to hire Mitchell Buchman, Esq., to give legal
advice regarding its duties under the Bankruptcy Code, and provide
other legal services related to its Chapter 11 plan.  

Mr. Buchman will be paid an hourly fee of $275 and will be
reimbursed for work-related expenses.

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

Mr. Buchman maintains an office at:

     Mitchell J. Buchman, Esq.
     1900 St. James Place, Suite 500
     Houston, TX 77056
     Phone: (713) 693-2014
     Fax: (713) 693-2011
     Email: mitchelb@bdfgroup.com

                 About Southwest Silk Screening

Southwest Silk Screening Inc. sought protection under Chapter 11 of
the Bankruptcy Code (S.D. Tex. Case No. 17-32431) on April 21,
2017.  The petition was signed by Marcus Stalarow, president.  

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


SOUTHWESTERN ENERGY: S&P Affirms 'BB-' CCR; Outlook Positive
------------------------------------------------------------
S&P Global Ratings said it affirmed its 'BB-' corporate credit
rating on Houston-based exploration and production (E&P) company
Southwestern Energy Co. and revised the outlook to positive from
stable.

The issue-level rating on the company's secured term loan remains
'BB+' with a '1' recovery rating, indicating S&P's expectation of
very high (90% to 100%; estimated recovery: 95%) recovery in the
event of a payment default.  The issue-level rating on the
company's unsecured debt remains 'BB-' with a '3' recovery rating,
indicating S&P's expectation of meaningful (50% to 70%; estimated
recovery: 65%, capped) recovery in the event of a payment default.

"The outlook revision reflects our assessment that Southwestern's
increasing natural gas production and higher gas price realizations
will result in improved leverage measures." said S&P Global Ratings
credit analyst Ben Tsocanos.  The company is addressing upcoming
debt maturities, which S&P views as favorable for credit quality.
Southwestern is nearly doubling its capital budget this year,
focusing on drilling its properties in northeast and southwest
Appalachia.  S&P expects the company to increase its production
about 3% this year after dropping in 2016.  While spending will
likely exceed internally generated cash flow this year, the company
plans to fund the shortfall with a portion of its cash on hand.
Southwestern issued equity and sold assets last year, and ended the
year with $1.4 billion in cash.  S&P also notes that negative gas
price differentials that can significantly affect profitability for
producers in Appalachia have moderated somewhat recently.  If the
company meets the high end of its production guidance and
differentials improve, S&P sees potential for Southwestern to meet
financial measures consistent with a higher rating.  S&P also views
refinancing upcoming maturities as a requirement for a higher
rating.

Southwestern's satisfactory business risk profile is characterized
by its midsize proven reserve and large production base,
established infrastructure, and low operating costs structure,
offset by limited geographic and product diversity and high
exposure to natural gas prices, which S&P believes will remain weak
relative to crude oil prices for the next few years. Southwestern's
year-end 2016 proved reserves totaled 5.2 trillion cubic feet
equivalent (tcfe): 93% natural gas and about 99% proved developed.
Year-end proved reserves were down about 16% in comparison to
year-end 2015 as a result of a write-down of its proved undeveloped
reserves, primarily due to lower trailing-12-month natural gas
prices.  The dry gas Fayetteville Shale in Arkansas accounted for
57% of year-end 2016 reserves.  Northeast Appalachia (Pennsylvania)
accounted for 30% of total proved reserves, and southwest
Appalachia (West Virginia and Pennsylvania) about 13%.

The positive outlook reflects the potential that credit measures
could improve to levels consistent with higher ratings in the next
year if Southwestern continues to increase production and contain
costs while addressing its debt maturities.

S&P could revise the outlook to stable if it no longer saw a
company's potential for credit measures to improve to levels
consistent with higher ratings over the next year.  This would most
likely occur if the company does not meet production growth
expectations, or if natural gas prices or differentials are weaker
than S&P currently envisions.  S&P could also revise the outlook if
Southwestern does not make progress refinancing its upcoming debt
maturities.

S&P could raise the rating if the company is able to continue
improving its credit measures, including FFO to debt consistently
above 20%, and refinances its upcoming debt maturities.  This could
occur if Southwestern meets the high end of its production growth
guidance while containing costs and its natural gas realizations
remain constructive.  


SPD LLC: Disclosure Statement Hearing Set for Sept. 12
------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of Illinois
moved to September 12 the hearing to consider approval of the
disclosure statement, which explains the Chapter 11 plan of
reorganization for SPD LLC.

The hearing will be held at 10:00 a.m., at the U.S. Courthouse,
Room 121, 100 N.E. Monroe Street, Peoria, Illinois.  Objections are
due by September 2.

                          About SPD LLC

SPD, LLC, formerly known as SPD Next LLC, filed a Chapter 11
bankruptcy petition (Bankr. C.D. Ill Case No. 16-81454) on Oct. 11,
2016.  The petition was signed by Fulton L. Bouldin, manager and
sole member.  The Debtor estimated assets and liabilities at $1
million to $10 million at the time of the filing.

The case is assigned to Judge Thomas L. Perkins.  The Debtor is
represented by Karen J. Porter, Esq., at Porter Law Network.  

On April 2, 2017, the Debtor filed a Chapter 11 plan of
reorganization and disclosure statement.


SPD LLC: Taps Coldwell Banker as Real Estate Broker
---------------------------------------------------
SPD, LLC seeks approval from the U.S. Bankruptcy Court for the
Central District of Illinois to hire a real estate broker.

The Debtor proposes to hire Coldwell Banker Commercial Devonshire
Realty to assist in the marketing and sale of its apartment located
at 100-130 N. McReynolds Court and 831-841 West Hurlburt Street,
Peoria, Illinois.

The firm will get a commission of 6% of the gross sales price.  The
minimum commission is $50,000.

Eric Heard, a real estate broker employed with Coldwell, disclosed
in a court filing that he is "disinterested" as defined in section
101(14) of the Bankruptcy Code.

Coldwell can be reached through:

     Eric Heard
     Coldwell Banker Commercial Devonshire Realty
     4507 N. Sterling Avenue, Suite 103
     Peoria, IL 61615
     Phone: (309) 692-7707
     Fax: (309) 688-0654
     Email: eheard@cbcdr.com

                          About SPD LLC

SPD, LLC, formerly known as SPD Next LLC, filed a Chapter 11
bankruptcy petition (Bankr. C.D. Ill Case No. 16-81454) on Oct. 11,
2016.  The petition was signed by Fulton L. Bouldin, manager and
sole member.  The Debtor estimated assets and liabilities at $1
million to $10 million at the time of the filing.

The Debtor is represented by Karen J. Porter, Esq., at Porter Law
Network.  The case is assigned to Judge Thomas L. Perkins.

No trustee or creditors' committee has been appointed.


STEVE'S FROZEN: To Employ Faraci and Faraci as Litigation Counsel
-----------------------------------------------------------------
Steve's Frozen Chillers Inc. seeks approval from the U.S.
Bankruptcy Court for the Southern District of Florida to retain
Faraci and Faraci, P.A.

The firm will continue to represent the Debtor in a lawsuit it
filed against Frain Group.  

Faraci will be paid from the recovery of the Debtor's claim in the
lawsuit.  The Debtor owes the firm $15,827.64 in legal fees,
according to court filings.

Peter Faraci, Esq., disclosed in a court filing that his firm does
not represent any other entity in connection with the case.   

The firm can be reached through:

     Peter S. Faraci, Esq.
     Faraci and Faraci, P.A.
     3 S. Prospect Avenue, Suite 4
     Park Ridge, IL 60068
     Phone: (847) 292-0031
     Email:info@faracilaw.com

                  About Steve's Frozen Chillers

Founded in 2001, Steve's Frozen Chillers, Inc. --
http://stevesfrozenchillers.com/-- offers more than 20 flavors of
frozen drink mixes, both for alcoholic drinks and non-alcoholic,
including frozen cappuccinos, frozen energy drinks and skinny iced
coffee.  In 2016, the Company recorded gross revenue of $2.56
million compared to gross revenue of $3.09 million in 2015.

Steve's Frozen Chillers, Inc. filed a Chapter 11 petition (Bankr.
S.D. Fla. Case No. 17-13690) on March 27, 2017.  The petition was
signed by Steven D Schoenberg, CEO.  At the time of filing, the
Debtor had $744,658 in assets and $1.94 million in liabilities.

The case is assigned to Judge Erik P. Kimball.  

Angelo A. Gasparri, Esq., at the Law Office of Angelo A. Gasparri,
is serving as bankruptcy counsel to the Debtor.


SUNEDISON INC: Numerous Shareholders Object to Plan Outline
-----------------------------------------------------------
Alex Wolf, writing for Bankruptcy Law360, reports that as of the
afternoon of May 10, 2017, around 50 SunEdison Inc. shareholders
have filed objections to the Company's Chapter 11 plan disclosure
statement and asked a New York bankruptcy court to have the Company
explain how it lost billions of dollars in investment capital.

The numerous filings came after a more formal objection filed by an
ad hoc committee of shareholders, seeking an explanation why the
Company chose liquidation over reorganization, Law360 notes.  The
committee also said the disclosure statement provides an
"ambiguous" description of the plan itself, Law360 adds.

The committee is represented by Ancela R. Nastasi, Marshall E.
Tracht and Moshie Solomon of Nastasi Partners PLLC.

                     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.


SURGICAL CARE: S&P Raises CCR to 'BB+', Subsequently Withdrawn
--------------------------------------------------------------
S&P Global Ratings raised its corporate credit rating on Surgical
Care Affiliates Inc. to 'BB+' from 'B+' and removed the rating from
CreditWatch, where it was placed with positive implications on Jan.
9, 2017.  The outlook is stable.

S&P is subsequently withdrawing all of its ratings on the company
because all of Surgical Care's debt has been redeemed.

"The upgrade reflects UnitedHealth's acquisition of the company and
our assessment of Surgical Care as a strategically important
subsidiary of UnitedHealth," said S&P Global Ratings credit analyst
Matthew O'Neill.

S&P's assessment reflects Surgical Care's importance as part of the
consolidated entity.  S&P views Surgical Care as important to the
group's long-term strategy and that it is unlikely to be sold in
the near term.  S&P also believes that UnitedHealth would provide
support to Surgical Care over the long term based on its inclusion
in UnitedHealth's Optum business.  S&P subsequently withdrew all of
its ratings on the company because all of Surgical Care's debt has
been redeemed.


SYNERGY RESOURCES: S&P Lowers Rating on Sr. Unsec. Notes to 'B-'
----------------------------------------------------------------
S&P Global Ratings lowered its issue-level rating on U.S.–based
oil and gas exploration and production company Synergy Resources
Corp.'s (d/b/a SRC Energy Inc.) senior unsecured notes to 'B-' from
'B', and revised the recovery rating to '4' from '2'.  The '4'
recovery rating indicates S&P's expectation of average (30%-50%;
rounded estimate: 35%) recovery for creditors in the event of a
payment default.

In April 2017, the company's lenders increased the borrowing base
to $225 million from $160 million on Synergy's reserve-based loan
facility.  However, the company chose to limit its elected
commitments to $210 million.  As of April 30, 2017, the outstanding
principal balance was $25 million on the revolving credit facility.
The year-end 2016 PV-10 value of the company's proved reserves,
using S&P's recovery price deck assumptions, has remained near flat
from midyear 2016.  The next semiannual redetermination is
scheduled for November 2017.

                         RECOVERY ANALYSIS

   -- S&P's recovery analysis incorporates the company's $210
      million commitments on its senior secured reserve-based loan

      facility, which S&P assumes will be fully drawn at default,
      less $0.5 million in letters of credit.

   -- S&P's simulated default scenario contemplates a default in
      2018 due to a sustained period of weak crude oil and natural

      gas prices, consistent with past defaults in this sector.

   -- S&P bases its valuation on a company-provided year-end 2016
      PV-10, based on proved reserves, using S&P's recovery price
      deck assumptions of $50 per barrel for West Texas
      Intermediate crude oil and $3 per mmBtu for Henry Hub
      natural gas.

   -- S&P caps the value pertaining to proved undeveloped reserves

      so that they represent no more than 25% of the proved
      reserves value, given the heightened uncertainty about the
      cost of extracting these reserves.

Simulated default assumptions:
   -- Simulated year of default: 2018

Simplified waterfall:
   -- Net enterprise value (after 5% administrative costs):
      $249 million
       ---------------------------------------------------
   -- Secured claims: $217 million
   -- Recovery expectations: Not applicable
   -- Total value available to unsecured claims: $32 million
   -- Senior unsecured claims: $84 million
   -- Recovery expectations: 30%-50% (rounded estimate: 35%)

Note: All debt amounts include six months of prepetition interest.

RATINGS LIST

Synergy Resources Corp. (d/b/a SRC Energy Inc.)
Corporate credit rating               B-/Stable/--

Issue-Level Rating Lowered; Recovery Rating Revised
                                       To               From
Synergy Resources Corp. (d/b/a SRC Energy Inc.)
  Senior Unsecured                     B-               B
   Recovery Rating                     4(35%)           2(85%)


TD MANUFACTURING: Taps Buechler & Garber as Legal Counsel
---------------------------------------------------------
TD Manufacturing LLC seeks approval from the U.S. Bankruptcy Court
for the District of Colorado to hire legal counsel in connection
with its Chapter 11 case.

The Debtor proposes to hire Buechler & Garber, LLC to, among other
things, give legal advice regarding its duties under the Bankruptcy
Code, and assist in the formulation of a plan of reorganization.

The firm received a retainer fee from the Debtor in the amount of
$12,847.

Aaron Garber, Esq., 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:

     Aaron A. Garber, Esq.
     Buechler & Garber, LLC
     999 18th St., Suite 1230 S.
     Denver, CO 80202
     Tel: 720-381-0045
     Fax: 720-381-0382
     Email: Aaron@bandglawoffice.com

                   About TD Manufacturing LLC

Based in Greeley, Colorado, TD Manufacturing LLC --
http://www.t-dmanufacturing.com/-- operates a metal manufacturing
and powder coating shop that specializes in plasma table cutting,
welding, sand blasting, and powder coating.

The Debtor sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. D. Colo. Case No. 17-14243) on May 9, 2017.  The
petition was signed by Luke Yockim, manager.  

The case is assigned to Judge Michael E. Romero.

At the time of the filing, the Debtor disclosed $286,671 in assets
and $1.40 million in liabilities.


TEXAS PELLETS: Seeks to Hire RPA Advisors as Crisis Manager
-----------------------------------------------------------
Texas Pellets, Inc. and German Pellets Texas, LLC seek approval
from the U.S. Bankruptcy Court for the Eastern District of Texas to
hire a crisis manager.

The Debtors propose to hire RPA Advisors, LLC to address
operational and logistical challenges brought about by recent
incidents at their storage facility at the Port of Port Arthur.
These include a fire destroying a critical piece of equipment and
an unrelated burn within one of the storage silos.

The logistical and managerial challenges, which the Debtors said,
must be immediately addressed include:

     (a) extinguishing and addressing the silo burn;

     (b) evaluation and analysis of the structural condition of
         the silo;

     (c) repair of any damage to the rest of the storage facility;

     (d) possible adjustments to the existing fire suppression
         system at the storage facility;

     (e) replacement of the ship loader destroyed in the fire in
         compliance with the Debtors' offtake contract;

     (f) coordination with several interested parties and their
         separate forensic experts, of an ongoing forensic
         investigation of the cause of the fire, in addition to a
         likely investigation to come in connection with the silo
         burn;

     (g) coordination and management of activities performed in
         conjunction with requirements of the Texas Commission on
         Environmental Quality;

     (h) pursuing and managing the Debtors' substantial insurance
         claims asserted in connection with the incidents;

     (i) managing impacts on the Debtors' contractual commitments
         with their offtake customer;

     (j) management of public and governmental communications with

         the support of the Debtors' communications consultants;
         and

     (k) management of impacts at the Debtors' manufacturing
         facility in Woodville, Texas, where production must be
         idled due to the lack of current storage capacity at the
         storage facility.

Chip Cummins, a member of RPA Advisors, will be paid an hourly fee
of $875 while Corey Gallagher will be paid $450 per hour.  The firm
anticipates it will work 45 to 60 hours per week, resulting in
monthly fees from $106,000 to $160,000 before expense
reimbursements.

RPA Advisors does not have any interest adverse to the Debtors'
bankruptcy estates or creditors, according to court filings.

The firm can be reached through:

     Chip Cummins
     RPA Advisors, LLC
     45 Eisenhower Drive
     Paramus, NJ 07652
     Phone: (201) 527-6652
     Email: ccummins@rpaadvisors.com

                      About Texas Pellets

Texas Pellets, Inc., based in Woodville, Texas, filed a Chapter 11
petition (Bankr. E.D. Tex. Case No. 16-90126) on April 30, 2016.
The petition was signed by Anna Katherin Leibold, president and
chief executive officer.

German Pellets Texas, LLC, also based in Woodville, Texas, filed a
Chapter 11 petition (Bankr. E.D. Tex. Case No. 16-90127) on  April
30, 2016.  The petition was signed by Peter H. Leibold, its chief
executive officer.  

The cases have been jointly administered under Texas Pellets' case.
Judge Bill Parker presides over the cases.

The Debtors employ William Steven Bryant, Esq., at Locke Lord LLP
as their legal counsel; Searcy & Searcy, P.C. as local/conflicts
co-counsel; and Guggenheim Securities, LLC as investment banker.
Bryan M. Gaston, and the firm Opportune, LLP, serve as the Debtors'
Chief Restructuring Officer.

An official committee of unsecured creditors was appointed on May
17, 2016.  No trustee or examiner has been appointed.


THQ INC: Reaches $2.6M Settlement on UDraw Class Suit
-----------------------------------------------------
Cara Salvatore, writing for Bankruptcy Law360, reports that THQ
Inc. and two executives, CEO Brian Farrell and Chief Financial
Officer Paul Pucino, have agreed to pay $2.6 million to settle
class allegations that they misled investors before a failed plan
to expand a Nintendo Wii accessory, the UDraw platform, to other
gaming platforms.

The uDraw GameTablet is a gaming graphics tablet released by THQ
for the Wii in 2010, and for the PlayStation 3 and Xbox 360 in
2011.

The settlement is still up for court approval.

The suit was dismissed at the trial level, but a Ninth Circuit
panel revived it in January, Law360 relates.

The investors are represented by Adam Apton and Nicholas Porritt of
Levi & Korsinsky LLP and Avraham Wagner of The Wagner Firm.

Farrell and Pucino are represented by Ryan Blair, Koji Fukumura and
Blake Zollar of Cooley LLP.

The case is Zaghian v. Farrell et al., case number 15-55335, in the
U.S. Court of Appeals for the Ninth Circuit.

                      About THQ Inc.

THQ Inc. (NASDAQ: THQI) -- http://www.thq.com/-- was a worldwide  
developer and publisher of interactive entertainment software.  The
Company developed its products for all popular game systems,
personal computers, wireless devices and the Internet.
Headquartered in Los Angeles, California, THQ sold product through
its network of offices located throughout North America and
Europe.

THQ Inc. and its affiliates sought Chapter 11 protection (Bankr.
D. Del. Lead Case No. 12-13398) on Dec. 19, 2012.  Michael R.
Nestor, M. Blake Cleary and Jaime Luton Chapman at Young Conaway
Stargatt & Taylor, LLP; and Oscar Garza at Gibson, Dunn & Crutcher
LLP represent the Debtors.  FTI Consulting and Centerview Partners
LLC are the financial advisors.  Kurtzman Carson Consultants is
the claims and notice agent.

Before the bankruptcy, Clearlake signed a contract to buy Agoura
THQ for a price said to be worth $60 million.  After a 22-hour
auction with 10 bidders, the top offers brought a combined $72
million from several buyers who will split up the company. Judge
Walrath approved the sales in January.  Some of the assets didn't
sell, including properties the company said could be worth about
$29 million.

Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed five
persons to serve in the Official Committee of Unsecured Creditors.
The Committee tapped Houlihan Lokey Capital as its financial
advisor and investment banker, Landis Rath & Cobb as co-counsel
and Andrews Kurth as counsel.

THQ Inc. and its debtor affiliates notified the U.S. Bankruptcy
Court for the District of Delaware that on Aug. 2, 2013, their
Second Amended Chapter 11 Plan of Liquidation became effective.


TLC HEALTH: PCO Files 18th Report
---------------------------------
Linda Scharf, RN, DNS, the Patient Care Ombudsman for TLC Health
Care Network, has filed an Eighteenth Report for the period of
November 15, 2016, to January 15, 2017.

The Ombudsman reported that there was no decline in the medical
care. The Ombudsman also said she continuously receive positive
statements by the patients commenting on the Debtor's quality of
care.

According to the Ombudsman's Report, the facility continues to
concentrate on the needs of its patients while it continues to
adapt and make operational changes.

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

     http://bankrupt.com/misc/nywb13-13294-1294.pdf

                About TLC Health Network

TLC Health Network filed a Chapter 11 petition (Bankr. W.D.N.Y.
Case No. 13-13294) on Dec. 16, 2013.  The petition was signed by
Timothy Cooper as Chairman of the Board. The Debtor estimated
assets of at least $10 million and debt of at least $1 million.
Jeffrey A. Dove, Esq., at Menter, Rudin & Trivelpiece, P.C., serves
as the Debtor's counsel. Damon & Morey LLP is the Debtor's special
health care law and corporate counsel. The Bonadio Group is the
Debtor's accountants.  Howard P. Schultz & Associates, LLC is the
Debtor's appraiser.

The case is assigned to the Hon. Carl L. Bucki.

A three-member panel composed of Cannon Design, Chautauqua
Opportunities, Inc., and Jamestown Rehab Services has been
appointed as the official unsecured creditors committee. Bond,
Schoeneck & King, PLLC is the counsel to the Committee. The
Committee has tapped NextPoint LLC as financial advisor.


TRANSMARINE PROPULSION: Taps Buddy D. Ford as Legal Counsel
-----------------------------------------------------------
Transmarine Propulsion Systems, Inc. seeks approval from the U.S.
Bankruptcy Court for the Middle District of Florida to hire legal
counsel in connection with its Chapter 11 case.

The Debtor proposes to hire Buddy D. Ford, P.A. to, among other
things, give legal advice regarding its duties under the Bankruptcy
Code, and assist in negotiations with creditors in the preparation
of a bankruptcy plan.

The hourly rates charged by the firm are:

     Buddy D. Ford         $425
     Senior Associates     $375
     Junior Associates     $300
     Senior Paralegal      $150
     Junior Paralegal      $100

Prior to the Debtor's bankruptcy filing, the firm received
an advance fee of $3,600.

Buddy D. Ford does not represent any interest adverse to the Debtor
or its bankruptcy estate, according to court filings

The firm can be reached through:

     Buddy D. Ford, Esq.
     Buddy D. Ford, P.A.
     9301 West Hillsborough Avenue
     Tampa, FL 33615-3008
     Tel: 813-877-4669
     Fax: 813-877-5543
     Email: Buddy@TampaEsq.com
     Email: All@tampaesq.com

              About Transmarine Propulsion Systems

Seattle and Florida based Transmarine Propulsion Systems, Inc.
(TMPS) -- https://www.transmarine.org/ -- services most types of
diesel engines, including medium-speed and slow-speed engines for
the marine industry and for diesel power plants.  TMPS is the
United States Agent for Anglo Belgian Corporation (ABC) Diesel
Engines.

Transmarine Propulsion Systems filed a Chapter 11 petition (Bankr.
M.D. Fla. Case No. 17-03911), on May 5, 2017.  The petition was
signed by Alexander S. Roeser, president.  The Debtor is
represented by Buddy D Ford, Esq., at Buddy D. Ford, P.A.  At the
time of filing, the Debtor estimated less than $50,000 in assets
and $1 million to $10 million in liabilities.


UNILIFE CORP: Court Approves KEIP After UST Dropped Objection
-------------------------------------------------------------
Vince Sullivan, writing for Bankruptcy Law360, reports that U.S.
Bankruptcy Judge Laurie Selber Silverstein has approved the
proposed $1.1 million key employee incentive plan of Unilife Corp.
after the U.S. Trustee dropped his objections to the bonus plan.

The U.S. Trustee dropped his objection after Unilife CEO John Ryan
took the stand in court to explain the criteria for the bonus
payments, Law360 relates.

                 About Unilife Corporation

Unilife Corporation -- http://www.unilife.com-- is a U.S.-based   

developer and commercial supplier of injectable drug delivery
systems.  Unilife has a portfolio of innovative, differentiated
products with a primary focus on wearable injectors.  Products
within each platform are customizable to address specific customer,
drug and patient requirements.

Unilife Corporation filed a Chapter 11 bankruptcy petition (Bankr.
S.D.N.Y. Case No. 17-10805) on April 12, 2017.  John Ryan, chief
executive officer, signed the petition.

The Hon. Laurie Selber Silverstein presides over the case.  

Cozen O'Connor, Esq., serves as counsel to the Debtor.

The Debtor disclosed total assets of $82.98 million and total
liabilities of $201.0 million.




UNITED ROAD: Asks Court to Dismiss Chapter 11 Case
--------------------------------------------------
United Road Towing, Inc., and affiliates ask the U.S. Bankruptcy
Court for the District of Delaware to dismiss their Chapter 11
cases.

A hearing to consider the Debtors' request will be held on May 31,
2017, at 11:00 a.m. (ET).  Objections to the request must be filed
by May 24, 2017, at 4:00 p.m. (ET).

The Debtors worked diligently to sell their business as a going
concern and through the sale of substantially all assets to
prepetition lender Medley Capital Corp. successfully preserved
jobs, maintained business relationships, and maximized recovery to
the Debtors' secured creditors.  This successful result was
achieved through a sale process and a series of related
transactions approved by the Court pursuant to the sale court
order.  The sale resulted in satisfaction in full of the Debtors'
DIP financing and the payment or assumption of administrative
expenses accruing from post-petition operations, claims under
Section 503(b)(9) of the U.S. Bankruptcy Code, and pre-petition
priority tax claims, based on the Debtors' estimates of the
pre-petition amounts.  Additionally, the Purchaser has agreed to
assume certain amounts of pre-petition general unsecured claims,
resulting in a modest recovery to the holders of those claims and
to provide other value to unsecured creditors in the form of cure
amounts paid on assumed contracts and the purchase and waiver of
avoidance actions.

After the closing, the only funds remaining in the estates are the
wind-down funds provided for in the Sale which remain the cash
collateral of the Debtors' prepetition term agent.  Therefore, the
Debtors seek the dismissal of these Chapter 11 cases and certain
related relief to effectuate the dismissal and the orderly winddown
of the Debtors' affairs.

A copy of the Debtors' request is available at:

            http://bankrupt.com/misc/deb17-10249-337.pdf

As reported by the Troubled Company Reporter on May 10, 2017, the
Debtors filed with the Court a notice that the sale of
substantially all assets for $40 million closed on May 2, 2017.

                    About United Road Towing

Headquartered in Mokena, Illinois, United Road Towing, Inc. dba
Good Buy Auto Auction, UR Vehicle Management Solutions, Quality
Towing, United Road Vehicle Management Solutions, and dba United
Road Towing-San Antonio -- and its affiliates provide towing,
recovery, impound, and vehicle management solutions services to
both the private and public sector. Through a portfolio of local
and regional brands operating across 10 different regions in eight
different states, the Company dispatches approximately 500,000
tows, manage over 200,000 impounds and sell over 38,000 vehicles
annually across the U.S.

United Road Towing, Inc., filed for Chapter 11 bankruptcy
protection (Bankr. D. Del. Case No. 17-10249) on Feb. 6, 2017.

These affiliates filed separate Chapter 11 bankruptcy petitions on
the same day: URT Holdings, Inc. (Bankr. D. Del. Case No.
17-10250), City Towing, Inc. (Bankr. D. Del. Case No. 17-10251),
URS West, Inc. (Bankr. D. Del. Case No. 17-10252), Bill & Wag's,
Inc. (Bankr. D. Del. Case No. 17-10253), Export Enterprises of
Massachusetts, Inc. (Bankr. D. Del. Case No. 17-10254), Pat's
Towing, Inc. (Bankr. D. Del. Case No. 17-10255), Keystone Towing,
Inc. (Bankr. D. Del. Case No. 17-10256), Ross Baker Towing, Inc.
(Bankr. D. Del. Case No. 17-10257), URT Texas, Inc. (Bankr. D.
Del. Case No. 17-10258), Mart Caudle Corporation (Bankr. D. Del.
Case No. 17-10259), Signature Towing, Inc. (Bankr. D. Del. Case
No. 17-10260), WHW Transport, Inc. (Bankr. D. Del. Case No.
17-10261), URS Southeast, Inc. (Bankr. D. Del. Case No. 17-10262),
URS Northeast, Inc. (Bankr. D. Del. Case No. 17-10263), URS
Southwest, Inc. (Bankr. D. Del. Case No. 17-10264), Fast Towing,
Inc. (Bankr. D. Del. Case No. 17-10265), E&R Towing and Garage,
Inc. (Bankr. D. Del. Case No. 17-10266), Sunrise Towing, Inc.
(Bankr. D. Del. Case No. 17-10267), Ken Lehman Enterprises, Inc.
(Bankr. D. Del. Case No. 17-10268), United Road Towing of South
Florida, Inc. (Bankr. D. Del. Case No. 17-10269), Rapid Recovery
Incorporated (Bankr. D. Del. Case No. 17-10270), United Road Towing
Services, Inc. (Bankr. D. Del. Case No. 17-10271), Arri Brothers,
Inc. (Bankr. D. Del. Case No. 17-10272), Rancho Del Oro Companies,
Inc. (Bankr. D. Del. Case No. 17-10273), CSCBD, Inc. (Bankr. D.
Del. Case No. 17-10274), UR VMS, LLC (Bankr. D. Del. Case No.
17-10275), URS Leasing, Inc. (Bankr. D. Del. Case No. 17-10276),
and UR Vehicle Management Solutions, Inc. (Bankr. D. Del. Case No.
17-10277).

The petitions were signed by Michael Mahar, chief financial
officer.

Judge Laurie Selber Silverstein presides over the case.

The Debtors estimated assets of between $10 million and $50
million and debt between $50 million and $100 million.

Daniel J. McGuire, Esq., Grace D. D'Arcy, Esq., and Carrie V.
Hardman, Esq., at Winston & Strawn LLP, serve as Debtors' general
counsel.

M. Blake Cleary, Esq., Ryan M. Bartley, Esq., and Andrew
Magaziner, Esq., at Young Conaway Stargatt & Taylor, LLP, serve as
the Debtors' Delaware counsel.

Getzler Henrich & Associates LLC is the Debtors' financial
advisor.

SSG Advisors LLC is the Debtors' investment banker.

Rust Consulting/Omni Bankruptcy is the Debtors' noticing, claims
and balloting agent.

Andrew R. Vara, Acting U.S. Trustee for Region 3, on Feb. 16,
2017, appointed five creditors to serve on the official committee
of unsecured creditors appointed in the Chapter 11 cases of United
Road Towing, Inc., and its affiliates. The Committee has hired
Pachulski Stang Ziel & Jones LLP as counsel, and Gavin/Solmonese
LLC as financial advisor.


UNITED ROAD: Completes 363 Sale Process to URT Acquisition
----------------------------------------------------------
United Road Towing, Inc. and its affiliated debtors confirmed on
May 11, 2017, that it completed the sale of its assets on May 2,
2017, in accordance with Section 363 of the Bankruptcy Code, to URT
Acquisition Holdings Corporation, as a designee of Medley Capital
Corporation.

URT Holdings' bid was selected following a competitive sale
process.  The bid was valued at approximately $39,988,976,
comprised of cash, assumed liabilities and $16,000,000 in the form
of an offset against the obligations of the Company to Medley.

The Company recently faced liquidity challenges and a potentially
significant adverse judgment resulting from an unfavorable court
ruling.  Management determined a bankruptcy process was the best
course to restructure the Company's balance sheet and secure its
financial position for the future, and to maximize value for
stakeholders.

The sale effectuates the necessary changes to allow the Company to
deleverage its balance sheet and to continue to operate under the
ownership of URT Holdings, including continuing to serve customers,
vendors, and employees.

"I am grateful for the patience, dedication and commitment of our
employees, vendors, and customers in assisting the Company through
this sale process, and look forward to maintaining these valuable
relationships for a long time to come," said Jerry Corcoran, the
Company's CEO.

URT Holdings has retained all the senior management of the Company
following the sale, and services to customers have and will
continue uninterrupted by the process.

Court filings and other information related to the restructuring
proceedings are available at a website administered by the
Company's claims agent, Rust Consulting/Omni Bankruptcy, at
http://omnimgt.com/unitedroadtowing.

                   About United Road Towing

Headquartered in Mokena, Illinois, United Road Towing, Inc. dba
Good Buy Auto Auction, UR Vehicle Management Solutions, Quality
Towing, United Road Vehicle Management Solutions, and dba United
Road Towing-San Antonio -- and its affiliates provide towing,
recovery, impound, and vehicle management solutions services to
both the private and public sector.  Through a portfolio of local
and regional brands operating across 10 different regions in eight
different states, the Company dispatches approximately 500,000
tows, manage over 200,000 impounds and sell over 38,000 vehicles
annually across the U.S.

United Road Towing, Inc., filed for Chapter 11 bankruptcy
protection (Bankr. D. Del. Case No. 17-10249) on Feb. 6, 2017.

These affiliates filed separate Chapter 11 bankruptcy petitions on
the same day: URT Holdings, Inc. (Bankr. D. Del. Case No.
17-10250), City Towing, Inc. (Bankr. D. Del. Case No. 17-10251),
URS West, Inc. (Bankr. D. Del. Case No. 17-10252), Bill & Wag's,
Inc. (Bankr. D. Del. Case No. 17-10253), Export Enterprises of
Massachusetts, Inc. (Bankr. D. Del. Case No. 17-10254), Pat's
Towing, Inc. (Bankr. D. Del. Case No. 17-10255), Keystone Towing,
Inc. (Bankr. D. Del. Case No. 17-10256), Ross Baker Towing, Inc.
(Bankr. D. Del. Case No. 17-10257), URT Texas, Inc. (Bankr. D. Del.
Case No. 17-10258), Mart Caudle Corporation (Bankr. D. Del. Case
No. 17-10259), Signature Towing, Inc. (Bankr. D. Del. Case
No. 17-10260), WHW Transport, Inc. (Bankr. D. Del. Case No.
17-10261), URS Southeast, Inc. (Bankr. D. Del. Case No. 17-10262),
URS Northeast, Inc. (Bankr. D. Del. Case No. 17-10263), URS
Southwest, Inc. (Bankr. D. Del. Case No. 17-10264), Fast Towing,
Inc. (Bankr. D. Del. Case No. 17-10265), E&R Towing and Garage,
Inc. (Bankr. D. Del. Case No. 17-10266), Sunrise Towing, Inc.
(Bankr. D. Del. Case No. 17-10267), Ken Lehman Enterprises, Inc.
(Bankr. D. Del. Case No. 17-10268), United Road Towing of South
Florida, Inc. (Bankr. D. Del. Case No. 17-10269), Rapid Recovery
Incorporated (Bankr. D. Del. Case No. 17-10270), United Road Towing
Services, Inc. (Bankr. D. Del. Case No. 17-10271), Arri Brothers,
Inc. (Bankr. D. Del. Case No. 17-10272), Rancho Del Oro Companies,
Inc. (Bankr. D. Del. Case No. 17-10273), CSCBD, Inc. (Bankr. D.
Del. Case No. 17-10274), UR VMS, LLC (Bankr. D. Del. Case No.
17-10275), URS Leasing, Inc. (Bankr. D. Del. Case No. 17-10276),
and UR Vehicle Management Solutions, Inc. (Bankr. D. Del. Case No.
17-10277).

The petitions were signed by Michael Mahar, chief financial
officer.

Judge Laurie Selber Silverstein presides over the case.

The Debtors estimated assets of between $10 million and $50 million
and debt between $50 million and $100 million.

Daniel J. McGuire, Esq., Grace D. D'Arcy, Esq., and Carrie V.
Hardman, Esq., at Winston & Strawn LLP, serve as Debtors' general
counsel.

M. Blake Cleary, Esq., Ryan M. Bartley, Esq., and Andrew Magaziner,
Esq., at Young Conaway Stargatt & Taylor, LLP, serve as the
Debtors' Delaware counsel.

Getzler Henrich & Associates LLC is the Debtors' financial
advisor.

SSG Advisors LLC is the Debtors' investment banker.

Rust Consulting/Omni Bankruptcy is the Debtors' noticing, claims
and balloting agent.

Andrew R. Vara, Acting U.S. Trustee for Region 3, on Feb. 16, 2017,
appointed five creditors to serve on the official committee of
unsecured creditors appointed in the Chapter 11 cases of United
Road Towing, Inc., and its affiliates.  The Committee has hired
Pachulski Stang Ziel & Jones LLP as counsel, and Gavin/Solmonese
LLC as financial advisor.


UPLIFT RX: Taps Baker & Hostetler as Legal Counsel
--------------------------------------------------
Uplift Rx, LLC seeks approval from the U.S. Bankruptcy Court for
the Southern District of Texas to hire Baker & Hostetler LLP as
legal counsel.

The firm will advise the company and its affiliates regarding their
duties under the Bankruptcy Code, assist them in obtaining
financing, negotiate with creditors, give advice on any potential
sale of their assets, and provide other services related to their
Chapter 11 cases.

The hourly rates charged by the firm for its attorneys and
paraprofessionals range from $240 to $775.  

Prior to the bankruptcy filing, the firm received an advance fee of
$50,000 from Alliance Medical Administration Inc., and $250,000
from Alliance Medical Holdings LLC.

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

The firm can be reached through:

     Elizabeth A. Green, Esq.
     Jimmy D. Parrish, Esq.
     Baker & Hostetler LLP
     SunTrust Center, Suite 2300
     200 South Orange Avenue
     Orlando, FL 32801-3432
     Tel: 407.649.4000
     Fax: 407.841.0168
     Email: egreen@bakerlaw.com
     Email: jparrish@bakerlaw.com

          -- and --

     Jorian L. Rose, Esq.
     Baker & Hostetler LLP
     45 Rockefeller Plaza
     New York, NY
     Tel: 212.589.4200
     Fax: 212.589.4201
     Email: jrose@bakerlaw.com

                          About Uplift Rx

Uplift Rx, LLC is a Texas Limited Liability Company formed in June
2016.  It operates pharmacy located in Houston, Texas.  Uplift Rx,
along with other affiliated entities together make up the Alliance
Healthcare family, a group of privately held companies
headquartered in South Jordan, Utah.  The Alliance network consists
of 20 pharmacies across the country, including three pharmacies in
Texas.  

Since 2006, the Alliance Healthcare companies have been working to
improve the well-being of those with chronic health conditions such
as diabetes.  They do so by personalizing and simplifying the
process of condition management, and using its network of
pharmacies to connect individuals to prescriptions, resources, and
support to help them obtain and remain on therapy.

Uplift Rx, LLC and its debtor affiliates sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Lead Case No.
17-32186) on April 7 and 8, 2017.  The petitions were signed by
Jeffrey C. Smith, chief executive officer.  

At the time of the filing, the Debtors estimated assets of less
than $1 million and liabilities of $50 million to $100 million.
The cases are assigned to Judge Marvin Isgur.

On May 3, 2017, the Office of the U.S. Trustee appointed an
official committee of unsecured creditors.


US DATAWORKS: Taps Hughes Watters as Legal Counsel
--------------------------------------------------
US Dataworks, Inc. seeks approval from the U.S. Bankruptcy Court
for the Southern District of Texas to hire legal counsel in
connection with its Chapter 11 case.

The Debtor proposes to hire Hughes Watters Askanase, LLP to, among
other things, give legal advice regarding its continued management
of its property, and assist in the negotiation and formulation of a
plan of reorganization.

The hourly rates charged by the firm are:

     Wayne Kitchens     $425
     Steven Shurn       $415
     Simon Mayer        $300

On April 19, 2016, Hughes Watters received a $25,000 retainer from
the Debtor.  During the period August 25, 2016 to April 28, 2017,
the firm received total payments of $75,000 for its services.  A
total of $28,607.16 is currently held by the firm as retainer.

Wayne Kitchens, Esq., a partner at Hughes Watters, 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:

     Wayne Kitchens, Esq.
     Steven Shurn, Esq.
     Simon R. Mayer, Esq.
     Hughes Watters Askanase, LLP
     1201 Louisiana, 28th Floor
     Houston, TX 77002
     Tel: 713.759.0818
     Fax: 713.759.6834
     Email: wkitchens@hwa.com
     Email: sshurn@hwa.com
     Email: smayer@hwa.com

                     About US Dataworks Inc.

Based in Sugar Land, Texas, US Dataworks, Inc. is a software and
technology provider serving the financial services sector.

The Debtor sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. S.D. Tex. Case No. 17-32765) on May 1, 2017.  The
petition was signed by John N. Penrod, chairman and CEO.  

The case is assigned to Judge Jeff Bohm.

At the time of the filing, the Debtor disclosed $2.67 million in
assets and $3.98 million in liabilities.


US DATAWORKS: Wants to Obtain $150K Financing, Use Cash Collateral
------------------------------------------------------------------
US Dataworks, Inc., seeks authority from the U.S. Bankruptcy Court
for the Southern District of Texas to enter into a secured
debtor-in-possession term loan facility with The Bankers Bank in an
aggregate principal amount of up to $150,000 upon the terms and
conditions substantially similar to the TBB Note, and to use the
cash collateral of The Bankers Bank and the prepetition unperfected
secured creditors.

The Debtor has prepared a 17-week Budget for the week ending May 5,
2017 through August 25, 2017, which reflects total operating
disbursements of approximately $693,440.

The Debtor's Prepetition Unperfected Secured Creditors are:

   (1) Ivan and Jackie Carlson, who are owed an approximate
outstanding balance of $157,000, as of the Petition Date, secured
by most, if not all, of the Debtor's assets;

   (2) Richard A. Reck, who is owed an outstanding balance of
approximately $52,333, as of the Petition Date;

   (3) Frances F. Ramey, as successor in interest to Charles E.
Ramey, a former director of the Debtor, who is owed an outstanding
balance of approximately $795,200,  as of the Petition Date; and

   (4) John L. Nicholson, M.D., who is owed an outstanding balance
of approximately $2,057,000, as of the Petition Date.  However, the
2015 Nicholson Agreement expressly acknowledges and reaffirms the
agreements to subordinate the Debtor's obligations to Nicholson to
certain of the Debtor's other obligations, including, but not
limited to, the Debtor's obligations to Carlson, Kimberly R. Rice,
and Reck.

Each of the Unperfected Prepetition Secured Parties has executed a
debt subordination agreement, thereby agreeing to subordinate the
Debtor's obligations to them to those owed to The Bankers Bank and
have therefore consented to priming liens being granted to The
Bankers Bank.  Accordingly, The Bankers Bank maintains a first lien
priority position with respect to all of the Debtor's assets.  In
addition, The Bankers Bank and each of the Unperfected Prepetition
Secured Parties has consented to the use of cash collateral.

In late November of 2016, the Debtor entered into an asset purchase
agreement with The Bankers Bank, which contemplated The Bankers
Bank's purchase of the Debtor's assets.  In order to facilitate the
Debtor's ability to maintain business operations during the period
leading up to the filing of its chapter 11 bankruptcy case, The
Bankers Bank has agreed to extend a loan to the Debtor for the
operating capital.

Prior to the Petition Date, The Bankers Bank has advanced up to
$550,000 of the face value of the TBB Note with the understanding
that the Debtor would seek authority from the Bankruptcy Court to
obtain debtor-in-possession financing with respect to any further
advances by The Bankers Bank, which would be secured by
postpetition priority priming liens against all of the Debtor's
property.

Among other things, the key provisions the proposed financing are
as follows:

   A. Use of Proceeds. The proceeds of the DIP Facility will
generally be used:
          
      (a) to finance working capital needs and general corporate
purposes of the Debtor, all in accordance with the applicable
Budget, subject to certain conditions and expenditure variances;
and

      (b) to pay the fees, costs and expenses incurred by the
Debtor in connection with the Case.

   B. Final Maturity. The DIP Facility will mature on the earliest
of (i) July 31, 2017 or (ii) the closing of a sale of substantially
all of the Debtor's assets.

   C. Interest Rate. The interest rate under the DIP Facility will
be 6.00% per annum.

   D. Security and Priority. All DIP Obligations will be entitled,
subject only to the Carveout, to the following claims and liens as
follows:

      (a) the DIP Liens will be secured by a perfected first
priority lien on all DIP Collateral that is not subject to valid,
perfected, and nonavoidable liens in existence as of the Petition
Date or to valid liens in existence as of the Petition Date that
are subsequently perfected as permitted by the Bankruptcy Code; and


      (b) the DIP Liens will be secured by a perfected first
priority, senior priming lien on the DIP Collateral that secures
the Perfected Secured Obligations and the Subordinated Debt, which
senior priming liens in favor will also prime any liens granted
after the Petition Date to provide adequate protection in respect
of any of the Primed Liens.

   E. The Carve-Out will not exceed $100,000 unless The Bankers
Bank consents in writing to an increased amount.  The Carve-Out
will mean:

      (a) all fees required to be paid pursuant to 28 U.S.C.
Section 1930 and

      (b) in the event of the occurrence and during the continuance
of an Event of Default, the payment of allowed and unpaid
professional fees and disbursements incurred by the Debtor and any
Statutory Committee.

The Debtor believes that the proposed financing and the use of cash
collateral will enable the Debtor and its stakeholders to implement
an orderly reorganization through its chapter 11 bankruptcy case.
The proposed financing will also allow the Debtor to meet some of
its immediate cash needs for operations generally as well as
provide funding to keep current projects alive and will provide the
Debtor with adequate liquidity through its reorganization process
thereby preserving its going concern value for the benefit of its
Estate.

The proposed sale of the Debtor's assets for $1,790,000 far exceeds
the amount of the proposed DIP Facility and the Perfected Secured
Obligations combined. Thus, a sizable, approximately $1,574,743,
cash cushion exists with respect to the prepetition advances The
Bankers Bank extended under the terms of the TBB Note and TBB
Security Agreement.

Additionally, the Debtor will provide to The Bankers Bank
continuing valid, binding, enforceable, and automatically and
properly perfected postpetition security interests in and liens on
the DIP Collateral, subordinate only to the Carve-Out, to which The
Bankers Bank has consented, with respect to the Perfected Secured
Obligations, as adequate protection against any diminution in value
the value of The Bankers Bank's interests in the Prepetition
Collateral.

A full-text copy of the Debtor's Motion, dated May 9, 2017, is
available at https://is.gd/x9eent

A copy of the Debtor's Budget is available at https://is.gd/VX0BSQ

                        About US Dataworks

US Dataworks, Inc. (otc pinksheets:UDWK) --
http://www.usdataworks.com/-- is a software and technology
provider serving the financial services sector.  The Company is
headquartered in Sugar Land, Texas.  The Debtor's board of
directors currently consists of two directors – John Penrod and
Joe Saporito. Mr. Penrod is also the Debtor's CEO.  Mr. Saporito is
the CAO for Rackspace Managed Hosting.  Mr. John Penrod has been
with the Company since 2010 and also serves as its President.

US Dataworks, Inc. filed a Chapter 11 petition (Bankr. S.D. Tex.
Case No. 17-32765), on May 1, 2017.  John N. Penrod, chairman and
CEO, signed the petition.  The case is assigned to Judge Jeff Bohm.
The Debtor is represented by Wayne Kitchens, Esq. at Hughes
Watters Askanase LLP. At the time of filing, the Debtor had $2.67
million in assets and $3.98 million in liabilities.

The U.S. Trustee has not yet appointed any official committee in
the Debtor's case, and no request has been made for the appointment
of a trustee or an examiner.


VENOCO LLC: Seeks to Hire Bracewell as Legal Counsel
----------------------------------------------------
Venoco LLC seeks approval from the U.S. Bankruptcy Court for the
District of Delaware to hire Bracewell LLP.

The firm will serve as legal counsel to Venoco and its affiliates
in connection with their Chapter 11 cases.  The services to be
provided include advising the Debtors regarding their duties under
the Bankruptcy Code, assisting them in the preparation of a
bankruptcy plan, and advising them regarding any potential of their
assets.

The hourly rates charged by the firm range from $560 to $1,335 for
partners, $350 to $805 for counsel and associates, and $195 to $335
for paraprofessionals.  The attorneys expected to represent the
Debtors are:

     Robert Burns     $1,100
     Robin Miles      $1,050
     Jason Hutt         $800
     Mark Dendinger     $755
     David Riley        $550

Bracewell received a retainer fee of $250,000 from the Debtors
prior to the filing of their cases.

Robert Burns, Esq., a partner at Bracewell, disclosed in a court
filing that his firm is a "disinterested person" as defined in
section 101(14) of the Bankruptcy Code.

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

Mr. Burns also disclosed that the Debtors have approved a
prospective budget and staffing plan for the firm's employment for
the post-petition period.

The firm can be reached through:

     Robert G. Burns, Esq.
     Robin J. Miles, Esq.
     David M. Riley, Esq.
     Bracewell LLP
     1251 Avenue of Americas, 49th Floor
     New York, NY 10020-1104
     Tel: (212) 508-6100
     Fax: (212) 508-6101
     Email: Robert.Burns@bracewell.com
     Email: Robin.Miles@bracewell.com
     Email: David.Riley@bracewell.com

          -- and --

     Mark E. Dendinger, Esq.
     CityPlace I, 34th Floor
     185 Asylum Street
     Hartford, Connecticut 06103
     Tel: (860) 947-9000
     Fax: (800) 404-3970
     Email: Mark.Dendinger@bracewell.com

          -- and --

     Jason B. Hutt, Esq.
     2001 M Street, NW
     Washington, DC 20036
     Tel: (202) 828-5850
     Fax: (202) 857-2114
     Email: Jason.Hutt@bracewell.com   

                           About Venoco

On April 17, 2017, Venoco LLC and six of its subsidiaries
filed voluntary petitions with the U.S. Bankruptcy Court for the
District of Delaware (Bankr. D. Del. Lead Case No. 17-10828).  The
cases have been assigned to Judge Kevin Gross.  

The Debtors hired Prime Clerk LLC as claims, noticing and balloting
agent.

Venoco, Inc., the predecessor to the Debtors, was founded in 1992.
The Debtors' corporate office and principal place of business is
located at 370 17th Street, Suite 3900, Denver, Colorado
80202-1370.  The Debtors also maintain a regional office and
various operations in California, where the majority of their
personnel are located.

As of the Petition Date (and following the quitclaim of the SEF
Leases), the Debtors held interests in approximately 57,859 net
acres, of which approximately 40,945 are developed.  The majority
of the Debtors' revenues are derived through sales of oil to
competing buyers, including large oil refining companies and
independent marketers.  Nearly all of the Debtors' annual revenues
are generated from sales to one purchaser, Tesoro.  The Debtors'
revenues from oil and gas sales were approximately $33.6 million on
a rolling 12 month basis.

As of the bankruptcy filing, the Debtors listed assets in the range
of $10 million to $50 million and liabilities of up to $100
million.  As of the Petition Date, the Debtors have approximately
$25 million in cash, all of which is unrestricted.  The Debtors
anticipate that they will need all or substantially all of this
cash to fund ongoing operational expenses, fund these cases and a
sale process, and wind down their affairs.


VENOCO LLC: Seeks to Hire Zolfo Cooper, Appoint CRO
---------------------------------------------------
Venoco, LLC seeks approval from the U.S. Bankruptcy Court for the
District of Delaware to hire Zolfo Cooper Management, LLC and
appoint the firm's senior director as chief restructuring officer.

Zolfo and its senior director Bret Fernandes will lead the
restructuring efforts of Venoco and its affiliates, and will have
authority to make decisions on all aspects of the management of the
Debtors' business, including operations, logistics, finance,
marketing and sales.

The hourly rates charged by the firm for personnel who may be
assigned to provide the services are:

     Bret Fernandes                  $850
     Managing Directors     $850 - $1,035
     Professional Staff       $305 - $850
     Support Personnel         $60 - $290

The Debtors provided a pre-bankruptcy retainer fee of $150,000, and
advance payments totaling $450,000 to the firm.

Zolfo does not hold any interest adverse to the Debtors' bankruptcy
estates, according to court filings.

The firm can be reached through:

     Bret Fernandes
     Zolfo Cooper, LLC
     865 South Figueroa Street, Suite 2310
     Los Angeles, CA 90017
     Tel: +1 213-234-3800 / +1 213-234-3806
     Fax: +1 213-623-1644
     Email: bfernandes@zolfocooper.com

                           About Venoco

On April 17, 2017, Venoco LLC and six of its subsidiaries
filed voluntary petitions with the U.S. Bankruptcy Court for the
District of Delaware (Bankr. D. Del. Lead Case No. 17-10828).  The
cases have been assigned to Judge Kevin Gross.  

The Debtors hired Bracewell LLP as counsel; Morris Nichols as
co-counsel; Zolfo Cooper Management's Bret Fernandes as chief
restructuring officer; and Prime Clerk LLC as claims, noticing and
balloting agent.

Venoco, Inc., the predecessor to the Debtors, was founded in 1992.
The Debtors' corporate office and principal place of business is
located at 370 17th Street, Suite 3900, Denver, Colorado
80202-1370.  The Debtors also maintain a regional office and
various operations in California, where the majority of their
personnel are located.

As of the Petition Date (and following the quitclaim of the SEF
Leases), the Debtors held interests in approximately 57,859 net
acres, of which approximately 40,945 are developed.  The majority
of the Debtors' revenues are derived through sales of oil to
competing buyers, including large oil refining companies and
independent marketers.  Nearly all of the Debtors' annual revenues
are generated from sales to one purchaser, Tesoro.  The Debtors'
revenues from oil and gas sales were approximately $33.6 million on
a rolling 12 month basis.

As of the bankruptcy filing, the Debtors listed assets in the range
of $10 million to $50 million and liabilities of up to $100
million.  As of the Petition Date, the Debtors have approximately
$25 million in cash, all of which is unrestricted.  The Debtors
anticipate that they will need all or substantially all of this
cash to fund ongoing operational expenses, fund these cases and a
sale process, and wind down their affairs.


VENOCO LLC: Taps Morris Nichols as Co-Counsel
---------------------------------------------
Venoco, LLC seeks approval from the U.S. Bankruptcy Court for the
District of Delaware to hire Morris, Nichols, Arsht & Tunnell LLP.

Morris will serve as co-counsel with Bracewell LLP, the firm tapped
by Venoco to be the lead bankruptcy counsel.

The hourly rates charged by the firm are:

     Partners                     $595 – $1,050
     Associates/Special Counsel     $395 – $650
     Paraprofessionals              $275 – $325
     Case Clerks                           $160

Morris received an advance payment retainer in the amount of
$200,000.

Robert Dehney, Esq., a partner at Morris, disclosed in a court
filing that his firm is a "disinterested person" as defined in
section 101(14) of the Bankruptcy Code.

The firm can be reached through:

     Robert Dehney, Esq.
     Morris, Nichols, Arsht & Tunnell LLP
     1201 North Market Street, 16th Floor
     P.O. Box 1347
     Wilmington, DE 19899-1347
     Tel: (877) 772-MNAT or (302) 658-9200
     Fax: (302) 658-3989
     Email: contact@mnat.com

                           About Venoco

On April 17, 2017, Venoco LLC and six of its subsidiaries
filed voluntary petitions with the U.S. Bankruptcy Court for the
District of Delaware (Bankr. D. Del. Lead Case No. 17-10828).  The
cases have been assigned to Judge Kevin Gross.  

The Debtors hired Bracewell LLP as counsel; Morris Nichols as
co-counsel; Zolfo Cooper Management's Bret Fernandes as chief
restructuring officer; and Prime Clerk LLC as claims, noticing and
balloting agent.

Venoco, Inc., the predecessor to the Debtors, was founded in 1992.
The Debtors' corporate office and principal place of business is
located at 370 17th Street, Suite 3900, Denver, Colorado
80202-1370.  The Debtors also maintain a regional office and
various operations in California, where the majority of their
personnel are located.

As of the Petition Date (and following the quitclaim of the SEF
Leases), the Debtors held interests in approximately 57,859 net
acres, of which approximately 40,945 are developed.  The majority
of the Debtors' revenues are derived through sales of oil to
competing buyers, including large oil refining companies and
independent marketers.  Nearly all of the Debtors' annual revenues
are generated from sales to one purchaser, Tesoro.  The Debtors'
revenues from oil and gas sales were approximately $33.6 million on
a rolling 12 month basis.

As of the bankruptcy filing, the Debtors listed assets in the range
of $10 million to $50 million and liabilities of up to $100
million.  As of the Petition Date, the Debtors have approximately
$25 million in cash, all of which is unrestricted.  The Debtors
anticipate that they will need all or substantially all of this
cash to fund ongoing operational expenses, fund these cases and a
sale process, and wind down their affairs.


VENOCO LLC: Taps Prime Clerk as Administrative Advisor
------------------------------------------------------
Venoco, LLC seeks approval from the U.S. Bankruptcy Court for the
District of Delaware to hire Prime Clerk LLC as administrative
advisor.

The services to be provided by the firm include:

     (a) assisting in the solicitation, balloting and tabulation
         of votes, and preparing any related reports in support of

         confirmation of a Chapter 11 plan;

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

         results;

     (c) assisting in the preparation of schedules of assets and
         liabilities and statements of financial affairs and
         gather data in conjunction therewith;

     (d) providing a confidential data room, if requested;

     (e) managing and coordinating any distributions pursuant to a

         bankruptcy plan; and

     (f) providing processing, solicitation, balloting and
         other administrative services.

The hourly rates charged by the firm are:

     Analyst                                  $30 - $50
     Technology Consultant                    $35 - $95
     Consultant/Senior Consultant            $65 - $160
     Director                               $170 - $195
     Chief Operating Officer/Executive VP     No charge
     Solicitation Consultant                       $185
     Director of Solicitation                      $210

Michael Frishberg, co-president and chief operating officer of
Prime Clerk, 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:

     Michael J. Frishberg
     Prime Clerk LLC
     830 Third Avenue, 9th Floor
     New York, NY 10022
     Tel: (212) 257-5450

                           About Venoco

On April 17, 2017, Venoco LLC and six of its subsidiaries
filed voluntary petitions with the U.S. Bankruptcy Court for the
District of Delaware (Bankr. D. Del. Lead Case No. 17-10828).  The
cases have been assigned to Judge Kevin Gross.  

The Debtors hired Bracewell LLP as counsel; Morris Nichols as
co-counsel; Zolfo Cooper Management's Bret Fernandes as chief
restructuring officer; and Prime Clerk LLC as claims, noticing and
balloting agent.

Venoco, Inc., the predecessor to the Debtors, was founded in 1992.
The Debtors' corporate office and principal place of business is
located at 370 17th Street, Suite 3900, Denver, Colorado
80202-1370.  The Debtors also maintain a regional office and
various operations in California, where the majority of their
personnel are located.

As of the Petition Date (and following the quitclaim of the SEF
Leases), the Debtors held interests in approximately 57,859 net
acres, of which approximately 40,945 are developed.  The majority
of the Debtors' revenues are derived through sales of oil to
competing buyers, including large oil refining companies and
independent marketers.  Nearly all of the Debtors' annual revenues
are generated from sales to one purchaser, Tesoro.  The Debtors'
revenues from oil and gas sales were approximately $33.6 million on
a rolling 12 month basis.

As of the bankruptcy filing, the Debtors listed assets in the range
of $10 million to $50 million and liabilities of up to $100
million.  As of the Petition Date, the Debtors have approximately
$25 million in cash, all of which is unrestricted.  The Debtors
anticipate that they will need all or substantially all of this
cash to fund ongoing operational expenses, fund these cases and a
sale process, and wind down their affairs.


VENOCO LLC: Taps Seaport Global as Investment Banker
----------------------------------------------------
Venoco, LLC seeks approval from the U.S. Bankruptcy Court for the
District of Delaware to hire an investment banker.

The company proposes to hire Seaport Global Securities LLC to
provide these services in connection with the Chapter 11 cases of
the company and its affiliates:

     (a) review and analyze the Debtors' business and financial
         projections to facilitate a transaction;

     (b) assist in evaluating, structuring, negotiating and
         implementing a transaction;

     (c) assist in preparing descriptive material to be provided
         to prospective third parties that might participate in a
         transaction, and assist in preparing a due diligence
         package for the participants;

     (d) develop, update and review with the Debtors on an ongoing

         basis a list of parties that might participate in a
         transaction;

     (e) contact and maintain dialogue with prospective third
         party participants;

     (f) assist in evaluating potential term sheets, indications
         of interest, letters of intent and other agreements
         related to a transaction;

     (g) assist in negotiating agreements and definitive contracts
         related to a transaction;

     (h) assist, as requested, in all tasks described in any sale
         procedures orders entered in the Debtors' cases related
         to a transaction;

     (i) participate in court hearings and provide testimony
         and other evidence; and

     (j) assist in the development of financial data and
         presentations to the Debtors' Board of Directors and
         representatives, and to various creditors, committees and

         other parties.

SGS will receive advisory fees in the amount of (i) $80,000 payable
immediately upon the execution of its employment agreement; (ii)
$50,000 per month beginning in May 2017 for each of the next two
months (May and June); and (iii) $35,000 per month for each month
thereafter for the next three months, and thereafter $35,000 per
month for each subsequent month.

The firm will also receive a fee in the amount of the greater of
(i) 5% of the aggregate consideration received or
receivable by the Debtors in connection with the consummation and
closing of a transaction; or (ii) $250,000.

In the event any SGS personnel is required to provide testimony at
a hearing, the Debtors will pay $12,000 per day per witness, plus
expenses.

The Debtors advanced $100,000 to SGS in the 90 days prior to their
bankruptcy filing, inclusive of the initial monthly fee and advance
against future expenses.

Michael Schmidt, managing director of Seaport, 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:

     Michael H. Schmidt
     Seaport Global Securities LLC
     360 Madison Avenue, 22nd Floor
     New York, NY 10017
     212-616-7700

                           About Venoco

On April 17, 2017, Venoco LLC and six of its subsidiaries
filed voluntary petitions with the U.S. Bankruptcy Court for the
District of Delaware (Bankr. D. Del. Lead Case No. 17-10828).  The
cases have been assigned to Judge Kevin Gross.  

The Debtors hired Bracewell LLP as counsel; Morris Nichols as
co-counsel; Zolfo Cooper Management's Bret Fernandes as chief
restructuring officer; and Prime Clerk LLC as claims, noticing and
balloting agent.

Venoco, Inc., the predecessor to the Debtors, was founded in 1992.
The Debtors' corporate office and principal place of business is
located at 370 17th Street, Suite 3900, Denver, Colorado
80202-1370.  The Debtors also maintain a regional office and
various operations in California, where the majority of their
personnel are located.

As of the Petition Date (and following the quitclaim of the SEF
Leases), the Debtors held interests in approximately 57,859 net
acres, of which approximately 40,945 are developed.  The majority
of the Debtors' revenues are derived through sales of oil to
competing buyers, including large oil refining companies and
independent marketers.  Nearly all of the Debtors' annual revenues
are generated from sales to one purchaser, Tesoro.  The Debtors'
revenues from oil and gas sales were approximately $33.6 million on
a rolling 12 month basis.

As of the bankruptcy filing, the Debtors listed assets in the range
of $10 million to $50 million and liabilities of up to $100
million.  As of the Petition Date, the Debtors have approximately
$25 million in cash, all of which is unrestricted.  The Debtors
anticipate that they will need all or substantially all of this
cash to fund ongoing operational expenses, fund these cases and a
sale process, and wind down their affairs.


VINCE HOLDING: PricewaterhouseCoopers LLP Casts Going Concern Doubt
-------------------------------------------------------------------
Vince Holding Corp. filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K, disclosing a net loss of
$162.66 million on $268.20 million of net sales for the fiscal year
ended January 30, 2016, compared to a net income of $5.10 million
on $302.46 million of net sales for the fiscal year ended in 2015.

PricewaterhouseCoopers LLP states that the Company has determined
there is risk of future non-compliance with its debt covenant that
raises substantial doubt about the Company's ability to continue as
a going concern.

The Company's balance sheet at January 28, 2017, showed total
assets of $239.48 million, total liabilities of $225.50 million,
and a stockholders' deficit of $13.98 million.

A full-text copy of the Company's Form 10-K is available at:

                     http://bit.ly/2q9LE2Z

Vince Holding Corp., previously known as Apparel Holding Corp.,
offers a range of apparel, footwear and handbags for men and women.
The Company's products are sold in prestige distribution
worldwide, including approximately 2,500 distribution points in 38
countries.



VISTA OUTDOOR: S&P Lowers CCR to 'BB' on Weaker Outlook for 2018
----------------------------------------------------------------
S&P Global Ratings lowered its corporate credit rating on
Farmington, Utah-based Vista Outdoor Inc. to 'BB' from 'BB+'.  The
outlook is stable.

S&P lowered its issue-level rating on the company's $350 million
senior unsecured notes due 2023 to 'BB' from 'BB+'.  The '3'
recovery rating indicates S&P's expectation of meaningful (50%-70%,
rounded estimate 60%) recovery in the event of a payment default.
S&P also affirmed its issue-level rating on the $640 million term
loan A and $400 million revolver due in 2021 at
'BBB-'.  The recovery ratings remains '1', indicating S&P's
expectation for very high (90%-100%, rounded estimate 95%) recovery
in the event of a payment default.

As of the year ended March 31, 2017, S&P estimates that the company
had $1.1 billion in adjusted debt outstanding.

"The downgrade reflects our expectation that operating performance
will remain weak during the next 12 months, as FOCF has declined
almost 80% in fiscal 2017, limiting the company's ability to use
cash flow to pay down revolving borrowings, resulting in debt
leverage over 3x for the fiscal year ended March 31, 2017," said
S&P Global Ratings credit analyst Stephanie Harter.  The company
underperformed its guidance for this period, primarily because of a
drop in organic sales in its outdoor products segment, largely due
to increased promotional activity in a weak retail and wholesale
environment that is likely to remain for at least two more fiscal
quarters.  In addition, the shooting sports segment experienced a
greater slowdown that began in the third quarter.  As a result, the
company retains excess ammunition inventory.  The industry has
experienced a drop in ammunition sales since the change in the U.S.
administration, with stockpiling occurring during the past several
years.  It is unclear when the market correction will cycle
through.  However, the company's guidance of mid-single-digit
revenue decline and lower earnings in fiscal 2018 indicates that
the inventory overhang will continue through fiscal 2018, resulting
in credit protection measures that support a lower rating.

The stable outlook reflects S&P's expectation that Vista will focus
on restoring cash flows through inventory management to use cash
flow to pay down the revolver balance in order to maintain debt
leverage below 4x.

S&P could consider lowering the ratings if leverage increases to
and remains at over 4x.  S&P believes this could occur if the
demand for ammunition continues to shrink and the company is unable
to sell its excess inventory, or if demand for hunting and shooting
accessories drops, or if competition from alternative channels
escalates.  S&P could also lower the ratings if the company
demonstrates a more aggressive financial policy and makes a
debt-funded acquisition with minimal EBITDA contribution, or if it
unexpectedly adopts a more shareholder-friendly financial policy,
despite its already elevated debt leverage levels.

Although unlikely over the next year, S&P could consider raising
the ratings if the company successfully restores its profitability
and cash flows to the point it can lower debt levels, resulting in
debt leverage sustained at below 3x.  S&P believes the company
would have to generate more than $200 million in free operating
cash flow and pay down its revolver to achieve this, assuming
EBITDA does not decline further.  Based on S&P's current forecast,
it do not anticipate this improvement until fiscal 2019 or later.


W&T OFFSHORE: Posts $24.3 Million Net Income for First Quarter
--------------------------------------------------------------
W&T Offshore, Inc., filed with the Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing net income
of $24.29 million on $124.4 million of revenues for the three
months ended March 31, 2017, compared to a net loss of $190.51
million on $77.71 million of revenues for the three months ended
March 31, 2016.

As of March 31, 2017, W&T Offshore had $854.5 million in total
assets, $1.48 billion in total liabilities and a total
shareholders' deficit of $632.8 million.

Some of the key items for the first quarter of 2017 and subsequent
period include:

  * The Company is in final stages of resolving a matter with the
    BOEM that began over a year ago with its demand that W&T
    secure financial assurances (such as supplemental bonding) in
    the aggregate of $260.8 million.  The Company recently
    received a letter from the BOEM that indicated that in order
    for the BOEM to rescind the order, the Company must first      

    satisfy its financial assurance requirement related to "sole
    liability" properties.  The Company now believes that it can
    satisfy its obligation under the most recent BOEM request for
    financial assurance of sole liability properties and it will
    request that the previous orders pertaining to the $260.8
    million of financial assurances be rescinded.

  * Production averaged 42,712 barrels of oil equivalent ("Boe")
    per day (or 3.8 million Boe for the quarter), 57% of which was
    oil and natural gas liquids;

  * Revenues were $124.4 million, 75% of which was from oil and
    NGLs, up $46.7 million, or 60% compared to the first quarter
    of 2016.  Sequentially, revenues were up $9.2 million or 8%;

  * Lease operating expenses declined $4.3 million to $40.2
    million compared to the first quarter of 2016 and G&A
    decreased $3.2 million to $13.3 million.  LOE decreased 10%
    and G&A decreased 19%.  Operating income was $28.2 million
    compared to an operating loss in the first quarter of 2016 of
    $166.6 million, which included a ceiling test write-down of
    $116.6 million.  Sequentially, operating income was up $6.9
    million or 32%;

  * Interest expense, net of amount capitalized, decreased $16.2
    million to $11.3 million compared to the first quarter of
    2016;

  * Net income was $24.3 million and earnings per share were
    $0.17.  Excluding special items, its adjusted net income was
    $22.8 million and earnings were $0.16 per share.

  * Cash flow from operating activities increased to $81.2 million
    in the first quarter of 2017 from $29.7 million in the first
    quarter of 2016.  Adjusted EBITDA was $65.2 million, up $48.4
    million compared to the first quarter of 2016.  Adjusted
    EBITDA margin was 52% versus 21% in the first quarter of 2016.


  * Expects to receive $71.7 million in income tax refunds between
    2017 and 2018 related to net operating loss carryback claims
    filed and to be filed as of March 31, 2017.

Tracy W. Krohn, W&T Offshore's chairman and chief executive
officer, stated, "Our first quarter 2017 results greatly improved
over the same time last year as we benefited from higher commodity
prices and lower expenses, allowing us to continue to generate net
income and solid free cash flow.  Production was up about 6%
sequentially and down only 2.5% from a year ago, on very modest
drilling activity, with our continuing success at Mahogany whereby
we can put successful wells on line quickly increasing production
along with our beneficial workover and recompletion program.
Additionally, unlike many shale wells, the Gulf of Mexico wells
don't typically exhibit as steep of a decline curve and thereby
contribute strong production rates well past the initial production
phase by comparison.

"Our Mahogany field continues to be a stellar performer as we
placed the A-18 well on production in January.  That well continues
to produce at about 5,000 Boe per day.  We finished a bypass
completion at our A-16 location on the last day of March and that
well is producing almost 2,000 Boe per day currently.  We have
additional activity planned for the Mahogany field in 2017
including at least one exploration well and one development
sidetrack well.

"As we have previously indicated, our 2017 capital expenditure
program is flexible and subject to change as we continue to focus
on identifying and pursuing the best opportunities.  Recently, we
added the B-5 well at Ship Shoal 300 to this year's drilling plan
and we have received all necessary partner approvals.  The well
will be drilled from an existing platform in the field and drilling
should commence in the middle of 2017.  This represents a low risk
stacked pay opportunity that could add new production quickly.
Assuming success, another drilling location from the platform could
be added to the program.  New seismic indicates a strong amplitude
feature and multiple pay horizons.  Like other projects in our 2017
capital program, the SS 300 B-5 well is expected to achieve an
internal rate of return in excess of 75%. Based on the current
performance of the SS 349 A-18 and A-16 wells, we expect these
wells to achieve rates of return in excess of 100%," added Mr.
Krohn.

Production, Revenues and Price: Total production was 3.8 million
barrels of oil equivalent ("MMBoe") in the first quarter of 2017,
down 2.5% from the first quarter of 2016.  Production was lower
compared to the first quarter of 2016 due to natural production
declines, well performance, and platform maintenance.  This was
partially offset by new oil production activity at certain fields
within the last year, including Ewing Bank 910, Viosca Knoll 823
("Virgo"), East Cameron 321, Garden Banks 302 ("PowerPlay") and
Main Pass 108 fields.

Revenues for the first quarter of 2017 increased 60% to $124.4
million compared to $77.7 million in the first quarter of 2016. The
increase in revenues was due to a 66% increase in realized
commodity prices, partially offset by a 2.5% decrease in
production, the majority of which was attributable to downtime for
platform maintenance at our Tahoe field.  The Company sold 42,712
Boe per day at an average realized sales price of $32.12 per Boe
compared to 43,317 Boe per day sold at an average realized sales
price of $19.33 per Boe in the first quarter of 2016.

Lease Operating Expenses: LOE -- which includes base lease
operating expenses, insurance premiums, workovers, and facilities
maintenance -- decreased $4.3 million, to $40.2 million in the
first quarter of 2017 compared to the first quarter of 2016.  On a
per Boe basis, LOE decreased to $10.45 per Boe in the first quarter
of 2017, a 7.4% reduction compared to $11.28 per Boe in the first
quarter of 2016.  LOE decreased primarily due to lower costs from
service providers, lower insurance premiums and optimization
efforts at reducing our lease operating costs. These reductions
were partially offset by higher workover costs of $2.6 million due
to an increase in activities.

Depreciation, depletion, amortization and accretion: DD&A,
including accretion for asset retirement obligations, decreased to
$10.40 per Boe for the first quarter of 2017 from $16.17 per Boe
for the first quarter of 2016.  On a nominal basis, DD&A decreased
$23.7 million to $40.0 million for the first quarter of 2017 from
$63.7 million for the first quarter of 2016 primarily due to a
decrease in the DD&A rate per Boe.  DD&A on a per Boe and nominal
basis decreased primarily due to prior-period ceiling test
write-downs.

General and Administrative Expenses: G&A decreased $3.2 million, or
19% to $13.3 million for the first quarter of 2017 compared to the
first quarter of 2016.  The decrease was primarily due to reduced
headcount related expenses (salaries and benefits along with
reduced contractor headcount), lower legal costs, and decreased
medical claims.

Interest expense: Interest expense, net of capitalized interest,
declined $16.2 million to $11.3 million in the first quarter of
2017, compared to $27.5 million in the first quarter of 2016.  The
decrease was primarily due to an exchange transaction that was
completed on Sept. 7, 2016, when the Company exchanged $710.2
million of its unsecured senior notes for $301.8 million of new
secured notes and 60 million shares of its common stock.  Also,
there were no borrowings outstanding under its revolving bank
credit facility during the first quarter of 2017.

Income Tax: The Company's income tax benefit for the three months
ended March 31, 2017, and 2016 was $7.6 million and $4.9 million,
respectively.  Its annualized effective tax rate for both periods
was not meaningful.  An income tax benefit was recorded in each
period presented related to net operating loss carryback claims for
2017 and 2016 carried back to 2007 and 2006, respectively.

As of March 31, 2017, the balance sheet reflects a current income
tax receivable of $11.9 million and non-current income tax
receivables of $59.8 million.  The current income tax receivable
primarily relates to our NOL claim for 2016 carried back to 2006.
The non-current income tax receivables relate to our NOL claims
that were carried back to earlier years that are expected to be
realized in 2018.

Net cash provided by operating activities in the first three months
of 2017 was $81.2 million compared to $29.7 million for the same
period in 2016.

Cash flows from operating activities before changes in working
capital, insurance reimbursements and ARO settlements were $63.5
million in 2017, compared to a negative $9.6 million generated over
the same period in 2016.  Other items affecting operating cash
flows for the three months ended March 31, 2017 were insurance
reimbursements of $30.1 million and changes in receivables,
accounts payable and accrued liabilities of $2.2 million, partially
offset by ARO settlements of $14.5 million.

Adjusted EBITDA for the first quarter of 2017 was $65.2 million, up
$48.4 million over the same period in 2016.  The Company's Adjusted
EBITDA margin was 52% in the first quarter of 2017, compared to 21%
in the first quarter of 2016.

At March 31, 2017, the Company's total liquidity was $275.6
million, consisting of a cash balance of $126.1 million and $149.5
million of availability under its $150 million revolving bank
credit facility, up from a cash balance of $70.2 million and total
liquidity of $219.7 million at Dec. 31, 2016.

The Company's capital expenditures for oil and gas properties on an
accrual basis for the first quarter of 2017 were $23.3 million
($22.2 million on a cash basis) compared to $12.9 million ($33.6
million on a cash basis) for the first quarter of 2016.  In the
first quarter of 2017 its capital expenditures were primarily
directed at completion operations at the Ship Shoal 349
("Mahogany") A-18 well and drilling and completion operations at
the SS 349 A-16 bypass.  The remainder of the expenditures was
associated with recompletions, development activities and seismic.

The Company's capital expenditures for 2017 are currently estimated
at $125 million.  Its plug and abandonment activities for 2017 are
currently estimated at approximately $78.3 million. Capital
expenditures and abandonment activities are expected to be funded
with cash on hand and cash flow from operating activities.

                       Operations Update

The Company currently has one rig operating in the Gulf of Mexico
which is at Ship Shoal 349 drilling the A-8 bypass.

Ship Shoal 349 A-18 "Mahogany" (100% WI, operated, shelf):

During the first quarter, its Ship Shoal 349 ("Mahogany") A-18 well
was placed on production and is currently producing about 5,000 Boe
per day and is 75% oil.  The rig then conducted a bypass operation
on the A-16 well targeting the 'P' sand.  The A-16 well was placed
on production in mid-April and is currently producing almost 1,950
Boe per day and is 82% oil.  The rig is currently drilling the A-8
bypass well to target a crestal 'P' Sand location.  This well is
expected to reach total depth within the next month or so.
Following the A-8 well, the Company will most likely drill the A-17
well, which would target the deep 'T' Sand as an extension of the
'T' reservoir.  Following that well the Company plans to drill a
sidetrack well at the A-5 location targeting the 'Q' and 'P'
Sands.

Ship Shoal 300 B-5 (80% WI, operated, shelf):

The Company recently added the SS 300 B-5 well to its 2017 drilling
program and expect to spud the well in the middle of this year.  SS
300 is a proven oil field with an existing platform from which to
drill the B-5 well.  All necessary partner approvals have been
received.  Assuming the well is successful, the Company could
possibly add a second well to further increase reserves and value.

The Company believes that this well represents a low risk
opportunity with stacked pay potential.  New seismic indicates a
strong amplitude feature and multiple pay horizons.  Like other
projects in its 2017 capital program, the SS 300 B-5 well is
expected to achieve a rate of return in excess of 75%.

Ewing Bank 910 (36% - 50% WI, operated, deepwater)

Two wells are planned in its Ewing Bank 910 field this year which
include the South Timbalier 311 A-2 and A-3 sidetrack wells.  The
first well is expected to spud in the middle of 2017 with the next
well to follow shortly thereafter, but should be completed in 2018.
The Company views both of these wells to be low risk exploration
with stacked pay sands.  If successful, these wells can be brought
on line quickly via existing infrastructure and pipelines.

Well Recompletions and Workovers:  The Company recently recompleted
the High Island 21 A-1 well as a dual completion in the High Island
22 field.  That work along with returning the High Island 22
platform to service increased production to 5.6 MMcf per day.
Recompletion operations have just concluded at South Timbalier 229
A-4 with the well reaching an initial production rate in excess of
500 Boe per day.

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

                     https://is.gd/uy7cMQ
  
                      About W&T Offshore

Based in Houston, Texas, W&T Offshore, Inc., is an independent oil
and natural gas producer, active in the exploration, development
and acquisition of oil and natural gas properties in the Gulf of
Mexico.  In October 2015, the Company disposed of substantially all
of its onshore oil and natural gas interests with the sale of its
Yellow Rose field in the Permian Basin.  The Company retained an
overriding royalty interest in the Yellow Rose field production.
W&T Offshore, Inc. is a Texas corporation originally organized as a
Nevada corporation in 1988, and successor by merger to W&T Oil
Properties, Inc., a Louisiana corporation organized in 1983.  The
Company's interest in fields, leases, structures and equipment are
primarily owned by the parent company, W&T Offshore, Inc. and its
wholly-owned subsidiary, W & T Energy VI, LLC, a Delaware limited
liability company.    

                       *     *     *

As reported by the TCR on Sept. 23, 2016, S&P Global Ratings raised
the corporate credit rating on Houston-based oil and gas
exploration and production company W&T Offshore Inc. to 'CCC' from
'SD'.  At the same time, S&P raised the issue-level rating on the
company's 8.5% senior unsecured notes due 2019 to 'CC' from 'D'.


W&T OFFSHORE: Stockholders Elect Five Directors
-----------------------------------------------
W&T Offshore, Inc., held its 2017 annual meeting of shareholders
in Houston, Texas, on May 3, 2017, at which the stockholders:

   (1) elected Ms. Virginia Boulet, Mr. Stuart B. Katz, Mr. Tracy
       W. Krohn, Mr. S. James Nelson, Jr. and Mr. B. Frank Stanley
       as directors;

   (2) approved an amendment to the Company's Amended and Restated
       Incentive compensation Plan, as amended, to increase the
       number of authorized shares of common stock;

   (3) approved an amendment to, and all material terms of, the
       Company's Amended and Restated Incentive Compensation Plan,
       as amended, for purposes of Section 162(m) of the Internal
       Revenue Code;

   (4) ratified the appointment of Ernst & Young LLP as the
       Company's independent registered public accountants for the
       year ended Dec. 31, 2017;

   (5) approved, on an advisory basis, the compensation of the
       Company's named executive officers; and

   (6) approved, on an advisory basis, the frequency of future
       advisory votes on the compensation of its named executive
       officers to occur every year.

                      About W&T Offshore

Based in Houston, Texas, W&T Offshore, Inc., is an independent oil
and natural gas producer, active in the exploration, development
and acquisition of oil and natural gas properties in the Gulf of
Mexico.  In October 2015, the Company disposed of substantially all
of its onshore oil and natural gas interests with the sale of its
Yellow Rose field in the Permian Basin.  The Company retained an
overriding royalty interest in the Yellow Rose field production.
W&T Offshore, Inc. is a Texas corporation originally organized as a
Nevada corporation in 1988, and successor by merger to W&T Oil
Properties, Inc., a Louisiana corporation organized in 1983.  The
Company's interest in fields, leases, structures and equipment are
primarily owned by the parent company, W&T Offshore, Inc. and its
wholly-owned subsidiary, W & T Energy VI, LLC, a Delaware limited
liability company.    

As of March 31, 2017, W&T Offshore had $854.5 million in total
assets, $1.48 billion in total liabilities and a total
shareholders' deficit of $632.8 million.  W&T Offshore reported a
net loss of $249.02 million in 2016, a net loss of $1.04 billion in
2015 and a net loss of $11.66 million in 2014.

                        *    *     *

As reported by the TCR on Sept. 23, 2016, S&P Global Ratings raised
the corporate credit rating on Houston-based oil and gas
exploration and production company W&T Offshore Inc. to 'CCC' from
'SD'.  At the same time, S&P raised the issue-level rating on the
company's 8.5% senior unsecured notes due 2019 to 'CC' from 'D'.


WALTON WESTPHALIA: Receives Notice of Default From Senior Lender
----------------------------------------------------------------
Walton Westphalia Development Corporation on May 11, 2017,
disclosed that its wholly-owned United States subsidiary ("US Sub")
and Walton Westphalia Europe, LP, an affiliate of the Corporation
and the other co-owner of the Westphalia property "WWE" and,
together with the US Sub, the "Borrowers") received a notice of
default "Default Notice") from its senior lender "Senior Lender")
under its senior loan "Senior Loan") as a result of the Borrowers'
failure to provide an appraisal evidencing an appraised value of
the Westphalia property resulting in a Loan to Value Ratio less
than or equal to 40% "LTVR") on or before April 30, 2017 in
accordance with the Senior Loan.  The slower than expected capital
raise from the EB-5 program financing, and delays in finalizing the
Tax Increment Financing Bond "TIF") issuance legislation with
Prince George's County officials resulted in the project not
obtaining an LTVR below the 40% threshold.

As a result of the default, the Senior Lender has completed a
valuation based on the most recent appraisal of the Westphalia
property available and concluded that the value exceeds the LTVR by
$5,012,849.  The Senior Lender has made a demand to the Borrowers
for this amount, which the failure of payment would result in an
"event of default" under the Senior Loan.  Under the terms of the
Senior Loan, the Borrowers assert that they have a 30-day cure
period following the receipt of the Default Notice before this
default becomes an "event of default".  During this cure period,
the Corporation and the Borrowers will work with the Senior Lender
to cure the default through an equity injection, a refinancing, an
asset sale, additional debt issuance(s), a temporary waiver or a
forbearance agreement.  The Senior Loan matures on June 30, 2017
and the Corporation is not confident it will be able to refinance
with traditional bank lending at that time.  While the Corporation
is working through solutions, it does not currently have sufficient
cash resources pay the amount demanded which will result in the
Corporation being in default on the Senior Loan at the end of the
30-day cure period.  Such default would entitle the Senior Lender
to, among other things, enforce their security on, and take
possession of, the assets of the Corporation, including the
Westphalia property. Any failure by the Corporation to repay the
indebtedness under the Senior Loan referred to above could result
in the acceleration of the maturity date of the Corporation's
debentures under the terms thereof.  An event of default under the
Senior Loan would, by reason of cross-default provisions,
constitute an event of default under the Borrowers' mezzanine loan
(the "Mezzanine Loan"), and under the terms of certain of the
Borrowers' other indebtedness, including the loans from Walton
International Group (USA), Inc., as a result of which such other
lenders could, subject to the terms of the applicable intercreditor
agreements, demand payment under such loans.

Walton GIobal Investments Ltd. ("WGI"), an affiliate of the
Corporation, has guaranteed to the Senior Lender the repayment of
up to U.S.$19.5 million under the Senior Loan plus the amount of
any outstanding letters of credit provided under the Senior Loan.
In addition, WGI has provided completion guarantees to the Senior
Lender and the mezzanine lender under the Mezzanine Loan.  In the
event that the Borrowers default under the above loans, the lenders
may be entitled to enforce those guarantees.

The Corporation is managed by Walton Asset Management L.P. and the
development of the project is managed by Walton Development &
Management (USA), Inc., both of which are members of the Walton
Group of Companies.

The Walton Group of Companies ("Walton") is a multinational real
estate investment, planning and development group concentrating on
the research, acquisition, administration, planning and development
of strategically located land in major North American growth
corridors.

Walton has been in business for over 35 years and takes a long-term
approach to land planning and development.  Walton's
industry-leading expertise in real estate investment, land planning
and development uniquely positions Walton to responsibly transition
land into sustainable communities where people live, work and
play.

The Walton Group manages 21 active developments and administers or
manages over 108,000 acres of land in North America.

Its communities are comprehensively designed in collaboration with
local residents for the benefit of community stakeholders.  Its
goal is to build communities that will stand the test of time:
hometowns for present and future generations.


WAVE SYSTEMS: 'It's An Exciting Moment for Us,' Says Aurea CEO
--------------------------------------------------------------
A letter from Aurea CEO Scott Brighton to Jive customers dated
May 4, 2017.

Dear Jive Customer,

By now you've heard the announcement that Jive has entered into a
definitive agreement to join the Aurea family.  This change is a
natural source of uncertainty, and may be raising questions for you
and your teams.

Recognizing that, I'd like to take a moment to welcome you, and let
you know how excited I am to get to know you.  I've already had the
opportunity to meet many of you at this week's JiveWorld, and hear
the compelling stories of how you have deployed Jive within your
companies.

I would also like to address why we believe this is both a
meaningful advance for Jive and its products, and an exciting
opportunity for you.

Let me start by sharing a bit of background on how we operate as a
company.  Aurea has developed a strong track record of successfully
integrating and strengthening enterprise software companies.  Our
operating model -- expanding the investment in products and
focusing on installed base client success as the basis for growth
-- has been the enabler of success at each of the roughly dozen
software companies we have acquired in the last five years.  We're
confident this will be the case with Jive.

The combination will also create increased scale, nearly doubling
the company in size to more than $500MM in revenue.  We believe
this increased scale will enable greater R&D muscle to enhance our
pace of innovation.

Another benefit of our operating model is that we are privately
held.  And as a private company, we are afforded the opportunity to
think and invest long term, even when those investments may not
yield immediate impact.  This contrasts with a potentially
constraining focus on shorter-term shareholder returns and all the
tradeoffs it forces on companies.

Lastly, and perhaps most importantly, is the strategic fit we
believe this represents.  By bringing our two companies together,
we will make the Jive interactive intranet and customer engagement
solution key pillars of the Aurea customer experience vision.

While the transaction isn't expected to close until June 2017, my
team and I couldn't be more pleased to welcome you to the Aurea
family.  It's an exciting moment for us, and I look forward to
having the opportunity to meet you in the coming weeks and months.

On May 1, 2017, Jive Software, Inc. issued a press release
announcing the execution of an Agreement and Plan of Merger, dated
as of April 30, 2017, by and among Wave Systems Corp., a wholly
owned subsidiary of ESW Capital, LLC, Jazz MergerSub, Inc., a
wholly owned subsidiary of Parent, and the Company.

     Important Additional Information and Where to Find It

In connection with the proposed acquisition of Jive Software, Inc.
by Wave Systems Corp. ("Parent"), Jazz MergerSub, Inc.
("Acquisition Sub"), a wholly-owned subsidiary of Parent, will
commence a tender offer for all of the outstanding shares of Jive.
Such tender offer has not yet commenced.  This communication is for
informational purposes only and is neither an offer to purchase nor
a solicitation of an offer to sell shares of Jive, nor is it a
substitute for the tender offer materials that Parent, Acquisition
Sub and ESW Capital, LLC ("Guarantor") will file with the SEC upon
commencement of the tender offer.  At the time that the tender
offer is commenced, Parent, Acquisition Sub and Guarantor will file
tender offer materials on Schedule TO with the SEC, and Jive will
file a Solicitation/Recommendation Statement on Schedule 14D-9 with
the SEC with respect to the offer.  THE TENDER OFFER MATERIALS
(INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL
AND CERTAIN OTHER TENDER OFFER DOCUMENTS) AND THE
SOLICITATION/RECOMMENDATION STATEMENT WILL CONTAIN IMPORTANT
INFORMATION THAT SHOULD BE READ CAREFULLY AND CONSIDERED BY JIVE'S
STOCKHOLDERS BEFORE ANY DECISION IS MADE WITH RESPECT TO THE TENDER
OFFER.  Both the tender offer statement and the
solicitation/recommendation statement will be made available to
Jive's stockholders free of charge.  A free copy of the tender
offer statement and the solicitation/recommendation statement will
also be made available to all stockholders of Jive by contacting
Jive at lisa.jurinka@jivesoftware.com or
jason.khoury@jivesoftware.com by phone at (415) 580-4738 or (650)
847-8308, or by visiting Jive's website (www.jivesoftware.com).  In
addition, the tender offer statement and the
solicitation/recommendation statement (and all other documents
filed with the SEC) will be available at no charge on the SEC’s
website (www.sec.gov) upon filing with the SEC.  JIVE'S
STOCKHOLDERS ARE ADVISED TO READ THE TENDER OFFER STATEMENT AND THE
SOLICITATION/RECOMMENDATION STATEMENT, AS EACH MAY BE AMENDED OR
SUPPLEMENTED FROM TIME TO TIME, AND ANY OTHER RELEVANT DOCUMENTS
FILED WITH THE SEC WHEN THEY BECOME AVAILABLE BEFORE THEY MAKE ANY
DECISION WITH RESPECT TO THE TENDER OFFER BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND THE
PARTIES TO THE TRANSACTION.

                         About Aurea

Aurea is the technology behind some of the world's greatest
customer experiences, from British Airways in the sky to Disney
World on the ground.  Learn more at www.aurea.com.

                      About Jive Software

Jive (Nasdaq: JIVE) is the leader in accelerating workplace digital
transformation for organizations, enabling people to work better
together.  The company provides industry-leading Interactive
Intranet and Customer Community solutions that connect people,
information and ideas to help businesses outpace their competitors.
With more than 30 million users worldwide and customers in
virtually every industry, Jive is consistently recognized as a
leader by top analyst firms, including Gartner Inc., Ovum and
Aragon Research.  More information can be found at
http://www.jivesoftware.com/or the Jive Blog.    

                      About Wave Systems

Lee, Massachusetts-based Wave Systems Corp. (NASDAQ: WAVX)
--http://www.wave.com/--develops, produces and markets products    

for hardware-based digital security, including security
applications and services that are complementary to and work with
the specifications of the Trusted Computing Group, an industry
standards organization comprised of computer and device
manufacturers, software vendors and other computing products
manufacturers.

Wave Systems Corp. commenced on Feb. 1, 2016, a bankruptcy case by
filing a voluntary petition for relief under the provisions of
Chapter 7 of Title 11 of the Bankruptcy Code in the United States
Bankruptcy Court for the District of Delaware.

On May 16, 2016, the Bankruptcy Court entered an order converting
the Chapter 7 Case to a case under the provisions of Chapter 11 of
the Bankruptcy Code.  As a result, since May 20, 2016, the Company
has been operated under a court appointed Chapter 11 Trustee under
the jurisdiction of the Bankruptcy Court and in accordance with
applicable provisions of the Bankruptcy Code and orders of the
Bankruptcy Court.  

David W. Carickhoff was appointed as Chapter 11 trustee.  Mr.
Carickhoff tapped Archer & Greiner P.C. as counsel.  The Trustee
also tapped Miller & Company, LLC as accountants and financial
advisors, and UpShot Services LLC as the claims agent and
administrative agent.


WEST CORP: S&P Puts 'BB-' CCR on CreditWatch Negative
-----------------------------------------------------
S&P Global Ratings placed its 'BB-' corporate credit rating on
Omaha, Neb.-based West Corp. on CreditWatch with negative
implications.  S&P is not placing the issue-level ratings on
CreditWatch because it expects all debt to be repaid upon close of

the transaction.

"The CreditWatch placement follows West Corp.'s announcement that
it entered into an agreement to sell itself to private equity
sponsor Apollo Global Management LLC for $23.50 per share in cash,
an equity value of approximately $2 billion," said S&P Global
Ratings credit analyst William Savage.

In resolving the CreditWatch placement, S&P will discuss with
management the strategic implications of the sale to Apollo Global
Management LLC as well the new capital structure.  S&P intends to
resolve the CreditWatch placement when the transaction closes with
the expectation that if leverage were to exceed 5x, S&P would
likely lower the rating by at least one notch.


WG DEVELOPMENT: Taps Craig A. Diehl as Legal Counsel
----------------------------------------------------
WG Development LLC seeks approval from the U.S. Bankruptcy Court
for the Middle District of Pennsylvania to hire legal counsel.

The Debtor proposes to hire the Law Offices of Craig A. Diehl to
assist in the formulation and implementation of a bankruptcy plan,
and provide other legal services related to its Chapter 11 case.

Craig Diehl, Esq., will charge an hourly fee of $260 for his
services.  Legal assistants will charge $150 per hour.

Mr. Diehl disclosed in a court filing that his firm does not have
any interest adverse to the Debtor or its bankruptcy estate.

The firm can be reached through:

     Craig A. Diehl, Esq., CPA
     Law Offices Of Craig A. Diehl
     3464 Trindle Road
     Camp Hill, PA 17011
     Phone: (717)763-7613

                    About WG Development LLC

WG Development LLC, a single asset real estate, owns West Gate
Development which is valued at $3 million.  The Debtor sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Pa.
Case No. 17-01913) on May 9, 2017.  The Debtor is based in
Gettysburg, Pennsylvania.  The petition was signed by Thomas E.
Varish, member.  At the time of the filing, the Debtor disclosed $3
million in assets and $3.30 million in liabilities.  The case is
assigned to Judge Henry W. Van Eck.


WILDHORSE RESOURCE: S&P Affirms 'B' CCR; Outlook Stable
-------------------------------------------------------
S&P Global Ratings said that it has revised its recovery rating to
'3' from '4' on U.S.-based exploration and production company
WildHorse Resource Development Corp.'s senior unsecured debt.  The
'3' recovery rating indicates S&P's expectation for meaningful (50%
to 70%; rounded estimate: 50%) recovery in the event of default.
The issue-level rating on the unsecured notes remains 'B'.

The corporate credit rating remains 'B' with a stable outlook.

The higher recovery rating on the company's unsecured debt
incorporates the May 11, 2017, announcement that the company will
acquire additional assets in the Eagle Ford basin.  The company
will fund the acquisition with proceeds from the preferred stock
and will add to its PV-10 valuation.  As a result, the recovery
prospects on the unsecured notes will improve.

S&P has assigned minimal equity content to the company's proposed
series A preferred stock and, as a result, include the entire
amount, plus expected accruals from deferring dividends
requirements, for debt-to-leverage ratio calculation purposes.
However, despite higher debt, leverage will remain moderate with
debt to EBITDA at about 4x in 2017 and declining to below 3x in
2018 on the expectation that production will increase
significantly.  S&P also expects funds from operations to debt to
improve to 30% in 2018 from 20% in 2017.

RATINGS LIST

WildHorse Resource Development Corp.
Corporate credit rating                        B/Stable/--

Issue-Level Rating Unchanged; Recovery Rating Revised
                                To             From
WildHorse Resource Development Corp.
Senior Unsecured               B              B
  Recovery Rating               3(50%)         4(40%)


WK INVESTMENTS: Hires Ira H. Thomsen Law Offices as Counsel
-----------------------------------------------------------
WK Investments, LLC seeks authorization from the U.S. Bankruptcy
Court for the Southern District of Ohio to employ the Law Offices
of Ira H. Thomsen as counsel.

The Debtor requires the Counsel to:

     a. give the Debtor legal advice with respect to its powers and
duties as Debtor-in-Possession in the continued operation of its
businesses and management of its properties;

     b. represent the Debtor, as Debtor-in-Possession, in
connection with any adversary proceedings which are instituted
within this case;

     c. prepare on behalf of the Debtor, as Debtor-in-Possession,
necessary schedules, Petition, applications, motions, answers,
orders, reports, objections, disclosure statement and plan of
reorganization and other legal documentation in connection with
this case;

     d. advise the Debtor with respect to, and assist in the
negotiation and documentation of, cash collateral orders and
related transactions;

     e. review the nature and validity of any liens asserted
against property of the Debtor and advise the Debtor concerning the
enforceability of such liens;

     f. advise the Debtor regarding its ability to initiate actions
to collect and recover property for the benefit of its estate;

     g. counsel the Debtor in connection with the formulation,
negotiation and promulgation of a plan of reorganization and
related documents;

     h. advise and assist the Debtor in connection with any
potential property disposition;

     i. advise the Debtor concerning executory contracts and
unexpired lease assumptions, assignments, rejections, lease
restructuring and recharacterization;

     j. assist the Debtor in reviewing, estimating and resolving
claims asserted by or against the Debtor's estate;

     k. commence and conduct any and all litigation necessary and
appropriate to assert rights held by the Debtor, protect assets of
the Debtor's estate, or otherwise further the goal of completing
the successful reorganization of the Debtor;

     l. provide general corporate, litigation and other legal
services for the Debtor as requested by the Debtor; and

     m. perform all other necessary and appropriate legal services
in connection with this Chapter 11 case for and on behalf of the
Debtor.

The Firm's lawyers who will work on the Debtor's case and their
hourly rates are:

     Ira H. Thomsen                 $350
     Denis E. Blasius               $240
     Darlene E. Fierle              $225
     Elaine M. Landis               $225

Prior to the Petition date, the Law Office of Ira H. Thomsen was
provided with a $5,000.00 retainer for services rendered or to be
rendered and for reimbursement of expenses in regard to this
Chapter 11 proceeding, along with $1,717.00 for the filing fee for
a Chapter 11 proceeding.

Ira H. Thomsen, Esq., at the Law Offices of Ira H. Thomsen, assured
the Court that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtor and its estates.

Counsel may be reached at:

     Ira H. Thomsen, Esq.
     Law Offices of Ira H. Thomsen
     140 North Main Street, Suite A
     Springboro, OH 45066
     Tel: (937) 748-5001

Based in Dayton, Ohio, WK Investments, LLC, aka W.K. Investments,
LLC and dba Cell Block, fled filed a chapter 11 bankruptcy petition
(Bankr. S.D. Ohio Case No. 17-31456) on May 4, 2017.  The Hon. Guy
R Humphrey presides over the case.


WORDS OF RESTORATION: Plan Outline Okayed, Plan Hearing on June 7
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Georgia is set
to hold a hearing on June 7 to consider approval of the Chapter 11
plan of reorganization for Words of Restoration International
Ministries Church of God in Christ, Inc.

The hearing will be held at 2:00 p.m., at C.B. King U.S.
Courthouse, Second Floor, 201 Broad Avenue, Albany, Georgia.

The court will also consider at the hearing the final approval of
the disclosure statement, which it conditionally approved on May
2.

The order set a June 5 deadline for creditors to file their
objections and cast their votes accepting or rejecting the proposed
plan.

            About Words of Restoration International
              Ministries Church of God in Christ

Words of Restoration International Ministries Church of God in
Christ, Inc. filed a Chapter 11 bankruptcy petition (Bankr. M.D.
Ga. Case No. 16-10790) on July 1, 2016.  

Judge Austin E. Carter presides over the case.  The Debtor is
represented by Kenneth W. Revell, Esq.

On April 26, 2017, the Debtor filed a Chapter 11 plan of
reorganization and disclosure statement.


WP CITYMD: Moody's Assigns B3 Corporate Family Rating
-----------------------------------------------------
Moody's Investors Service assigned a B3 Corporate Family Rating
(CFR) and B3-PD Probability of Default Rating (PDR) to WP CityMD
Bidco LLC. Moody's also assigned a B3 rating to the company's
proposed first lien credit facilities comprised of a $30 million
first lien revolving credit facility and a $225 million first lien
term loan. The rating outlook is stable.

The following ratings were assigned:

Issuer: WP CityMD Bidco LLC

Corporate Family Rating at B3

Probability of Default Rating at B3-PD

$30 million senior secured first lien revolving credit facility
expiring 2022 at B3 (LGD 3)

$225 million senior secured first lien term loan due 2024 at B3
(LGD 3)

Outlook at Stable

RATINGS RATIONALE

CityMD's B3 Corporate Family Rating reflects the company's high
leverage with pro-forma debt/EBITDA, including capitalized
operating leases, near 7 times and interest coverage around 1.5
times. While CityMD has shown consistent growth and high margins
under its current management team, it has a short track record as
2/3rd of its locations were opened only in the last three years.
The ratings also reflect the company's limited geographic
diversification with substantially all locations in the greater New
York City area. CityMD benefits from participation in the urgent
care segment which has relatively stable demand over time. This is
a result of the essential nature of care sought, the high
population density in its markets that ensures a steady flow of
patients needing care, and a favorable payer mix. The company also
benefits from its well-known brand presence in its markets.

The rating outlook is stable. Moody's expects that CityMD will
remain disciplined executing its growth strategy which relies on
continued new unit growth. However, this strategy's costs --
including pre-opening expenses and a high level of rent expenses
relative to revenues -- will remain sizable. Thus Moody's expects
debt/EBITDA to remain in the mid to high 6 times range.

Ratings could be upgraded if the company continues to demonstrate
success of its growth objectives which would be evidenced by top
line growth and margin stability. Quantitatively ratings could be
upgraded if debt/EBITDA approaches 6 times and EBITA/interest rises
above 2 times, while maintaining a good overall liquidity profile.

Ratings could be downgraded if the company's growth strategy
falters, which would be evidenced by sustained pressure on
operating margins. Quantitatively ratings could be downgraded if
interest coverage approaches 1 times or liquidity erodes.

Headquartered in New York, NY, CityMD operates 70 urgent care
facilities primarily in the greater New York City metropolitan
area. The company is owned by affiliates of Warburg Pincus and
senior management.

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


WP CITYMD: S&P Assigns 'B-' CCR; Outlook Stable
-----------------------------------------------
S&P Global Ratings assigned its 'B-' corporate credit rating to WP
CityMD Bidco LLC.  The outlook is stable.

At the same time, S&P assigned its 'B-' issue-level rating and '3'
recovery rating to the company's senior secured credit facilities,
which consist of a $30 million revolving credit facility and
$225 million first-lien term facility.  S&P's '3' recovery rating
reflects its expectation for meaningful (50%-70%; rounded estimate:
50%) recovery in the event of payment default.

CityMD is a New York City-based urgent care provider.  The company
currently operates 70 facilities, mostly in the New York
metropolitan area and has three facilities in Seattle in a joint
venture with Catholic Health Initiatives.

"Our assessment of business risk takes into account the company's
limited scale, geographic concentration, limited market share, and
the fragmented nature of the urgent care services sector," said S&P
Global Ratings credit analyst Matthew O'Neill.  As a result, S&P
assess the business risk profile as vulnerable.

These characteristics are only partially offset by the company's
limited exposure to government payors (80% of revenues stemming
from commercial payors).  CityMD also benefits from its lower cost
compared with hospital emergency rooms and its almost 100%
in-network strategy with all payors.  In addition, the company's
efforts to cultivate constructive referral relationships and
partnerships with leading health systems have been productive.  The
company balances its convenient service with good operating
efficiency with extended operating hours and the ability to
optimize labor resources across locations.

The company is pursuing a rapid growth strategy that absorbs cash
flow and will result in increased lease obligations; however, the
company has been able to execute on its growth strategy, by quickly
integrating new facilities, successfully increasing utilization and
reimbursement at newly opened clinics, and generally maintaining
its EBITDA margins.  While S&P expects the company will achieve
attractive returns on its new facilities and acquisitions as it
realizes these cost and revenue synergies, we believe there are
considerable risks to the strategy.  The company is expanding
outside of its Manhattan concentration to the other boroughs and to
the metropolitan area suburbs, which could test the company's
historical utilization patterns and hinder profitability.
Additionally, acquisition multiples may rise if industry
consolidation accelerates, again reducing the return on
investment.

S&P estimate adjusted debt leverage of 7.2x for 2017 and 6.6x for
2018, and S&P expects adjusted debt leverage to generally remain
above 5x.  S&P's assessment of the financial risk profile as highly
leveraged also incorporates the company's financial sponsor
ownership and S&P's expectation for an appetite for aggressive
financial leverage.  The company has a number of operating leases
which significantly affect our adjusted financial measures.   S&P
adds roughly $24 million of operating lease rent to its EBITDA
calculation along with roughly $244 million to debt.  S&P's
expectation is that the company will allocate all cash flow to
support its rapid growth strategy.  The company's debt burden is
relatively high based on its size and cash EBITDA.

S&P's stable rating outlook on CityMD reflects S&P's view that the
company will continue to direct its cash flow entirely toward its
growth strategy, while maintaining relatively stable EBITDA
margins.  S&P expects adjusted debt leverage to remain modestly
above 5x for the next few years given the company's growth
trajectory and financial sponsor ownership.

S&P could lower the rating if the company suffered a sustained
EBITDA margin decline of 300 basis points or more and some fall-off
in revenue growth.  This would most likely occur if the company
overexpands and is unable to successfully integrate new facilities
or if operations at its current facilities deteriorates resulting
in persistent cash flow deficits.  At that level of EBITDA, S&P
thinks coverage of rent, interest expense, and minimal capital
spending is very thin, and would likely prompt S&P to view the
company's capital structure as unsustainable.

Although an upgrade is unlikely in the near term, S&P could raise
the ratings if the company is able to generate sustained reported
EBITDA of about $45 million to $50 million, which would cover its
lease and interest expense, while also leaving some positive cash
flow.  S&P could also raise the rating if the company improves its
business risk by increasing its scale in in its markets while also
maintaining its current solid EBITDA margins.


YUKOS OIL: Was Unlawfully Bankrupted by Russia, Dutch Court Rules
-----------------------------------------------------------------
The Yukos Foundation issued a statement noting a ruling from the
Amsterdam Court of Appeal on the Yukoil Oil Company bankruptcy. The
Foundation said:

"The Amsterdam Court of Appeal [on May 9, 2017] ruled that the
Russian Federation unlawfully bankrupted Yukos Oil Company. The
court concluded that the Russian authorities 'not only violated the
Russian (tax) rules, but also that this was done with the apparent
intent to make Yukos insolvent and ultimately bankrupt Yukos.' The
Russian bankruptcy cannot be recognized in The Netherlands, the
court ruled, as that would 'violate public order.' The Dutch Yukos
Foundation that was set up to protect Yukos foreign assets is now
one step closer to distributing additional assets to the former
shareholders of Yukos Oil.

"'The Yukos Foundation applauds the ruling in this case, which has
exposed the extent to which the Russian Federation will go to
manipulate the legal process and ignore the rule of law in order to
accomplish their aims,' said Steve Theede, former Yukos CEO, and
now a member of the Foundation's board of directors.

"The Amsterdam Court of Appeal's decision is in favor of one of the
subsidiaries of Yukos Oil, the Dutch company Yukos Finance BV,
worth hundreds of millions of dollars. Russian company
Promneftstroy argued it owned Yukos Finance, which the court ruled
it bought in a rigged bankruptcy auction. Promneftstroy's claims
were all dismissed.

"'The Foundation -- which has spent over 10 years fighting
Promneftstroy's claim to ownership of the Dutch entity in order to
protect Yukos' financial assets and return them to shareholders --
believes today's ruling should resolve the case once and for all,'
Theede added.

"The Foundation was set up to protect the assets of the Yukos group
outside Russia for the purpose of ultimately distributing the
monies to creditors and former shareholders of Yukos, who were
harmed by the unlawful expropriation. The ruling shows that Yukos'
management's strategy to seek the protection of independent courts,
outside of Russia, pays off,' said Eelco Meerdink, who represented
Yukos in the proceedings. While Promnefstroy may appeal the court's
decision to the Supreme Court, Meerdink said 'the Foundation is
confident that this judgment will be upheld.'

"Yukos, which was once Russia's largest oil company, was bankrupted
in 2006 after Russian authorities imposed back tax claims and fines
of $24 billion in what was widely seen as a politically motivated
assault on then-Yukos CEO Mikhail Khodorkovsky. Former Yukos assets
today form the bulk of state-controlled Rosneft, the world’s
biggest public oil producer."

The Yukos Foundation was formed in 2005 to ensure that the assets
of the Yukos group outside Russia can be protected and distributed
fairly to the company’s former creditors and shareholders as soon
as litigation regarding the entitlement to such assets is favorably
resolved.  The Foundation is identifying and verifying Yukos
shareholders in order to return financial assets to them when legal
challenges are completed.

                         About Yukos Oil

Headquartered in Moscow, Yukos Oil -- http://yukos.com/-- was an  

open joint stock company under the laws of the Russian Federation.
Yukos was involved in energy industry substantially through its
ownership of its various subsidiaries, which own or are otherwise
entitled to enjoy certain rights to oil and gas production,
refining and marketing assets.

The Company filed for Chapter 11 protection on Dec. 14, 2004
(Bankr. S.D. Tex. Case No. 04-47742), but the case was dismissed
on Feb. 24, 2005, by the Hon. Letitia Z. Clark.  A few days later,
the Russian Government sold its main production unit Yugansk to a
little-known firm Baikalfinansgroup for US$9.35 billion, as
payment for US$27.5 billion in tax arrears for 2000-2003.  Yugansk
eventually was bought by state-owned Rosneft, which is now
claiming more than US$12 billion from Yukos.

On March 10, 2006, a 14-bank consortium led by Societe Generale
filed a bankruptcy suit in the Moscow Arbitration Court in an
attempt to recover the remainder of a US$1 billion debt under
outstanding loan agreements.  The banks, however, sold the claim
to Rosneft, prompting the Court to replace them with the state-
owned oil company as plaintiff.

On April 13, 2006, court-appointed external manager Eduard Rebgun
filed a chapter 15 petition in the U.S. Bankruptcy Court for the
Southern District of New York (Bankr. S.D.N.Y. Case No. 06-0775),
in an attempt to halt the sale of Yukos' 53.7% ownership interest
in Lithuanian AB Mazeikiu Nafta.

On May 26, 2006, Yukos signed a US$1.49 billion Share Sale and
Purchase Agreement with PKN Orlen S.A., Poland's largest oil
refiner, for its Mazeikiu ownership stake.  The move was made a
day after the Manhattan Court lifted an order barring Yukos from
selling its controlling stake in the Lithuanian oil refinery.

On Aug. 1, 2006, the Hon. Pavel Markov of the Moscow Arbitration
Court upheld creditors' vote to liquidate OAO Yukos Oil Co. and
declared what was once Russia's biggest oil firm bankrupt.

On Nov. 23, 2007, the Russian Trading System and Moscow
Interbank Currency Exchange stopped trading Yukos shares after
the company formally ceased to exist.  Mr. Rebgun completed the
company's liquidation process after Russia's Federal Tax Service
has entered Yukos' liquidation on the Uniform State Register of
Legal Entities.

As reported in the Troubled Company Reporter-Europe on Nov. 14,
2007, the Moscow Arbitration Court entered an order closing the
liquidation proceedings of Yukos, 15 months after it was declared
bankrupt on Aug. 1, 2006.


[*] Bankruptcy Filings Continue to Escalate in Retail Sector
------------------------------------------------------------
2017's first quarter was grim for retailers, as bankruptcy filings
continued to escalate, with no sign of decreasing in the
foreseeable future, proving the "Amazon Effect" is not a fluke.
Energy industry filings are expected to continue in the second
quarter, although at a slower pace this year, and the healthcare
industry may be the next sector to face a flurry of bankruptcy
filings, according to The Deal, a business unit of TheStreet, Inc.


"Bankruptcy and restructuring attorneys and advisers were busy in
the first quarter as the amount of Chapter 11 filings increased in
each month with the retail industry leading the charge on
petitions," said Kirk O'Neil, bankruptcy reporter at The Deal.
"The rising trend of retail Chapter 11 filings is expected to
continue through the year as oil and gas industry filings begin to
level off."

The Deal's exclusive ranking covers the top U.S. firms involved in
bankruptcy cases filed between January 1 and March 31, 2017.

Some highlights from the report:

   -- Latham & Watkins LLP claimed the top spot for bankruptcy law
firms by volume, with $19.9 billion in liabilities.  Skadden, Arps,
Slate, Meagher & Flom LLP followed, with $16.5 billion in
liabilities.  Weil, Gotshal & Manges LLP ranked third, with just
over $15 billion in liabilities. Duane Morris LLP ranked fourth
with $13.1 billion in liabilities and Reed Smith LLP ranked fifth
with $12.2 billion in liabilities.

   -- For investment banks by volume, Houlihan Lokey Inc. remained
in the top spot, with $12.7 billion in liabilities.  PJT Partners
Inc. followed in second, with $9.9 billion in liabilities.
Centerview Partners LLC was third, with $6.4 billion in
liabilities.  Evercore Partners Inc. ranked fourth, with $3.6
billion in liabilities.  Perella Weinberg Partners LP rounded up
the top five with $3.2 billion in liabilities.

   -- FTI Consulting Inc. claimed the top spot for crisis
management firms by volume with $18.2 billion.  AlixPartners LLP
followed with $17.6 billion. Zolfo Cooper LLC came in third with
$7.5 billion.  Opportune LLP came in fourth with $4.4 billion.
Alvarez & Marsal LLC finished in fifth with $2.3 billion.

The full article is available online, or learn more about The
Deal's Bankruptcy League Tables by visiting
http://www.thedeal.com/league-tables/bankruptcy/.

            About The Deal's Bankruptcy League Tables

The Deal's Bankruptcy League Tables are comprised of advisory
assignments on business petitions with liabilities of at least $25
million, filed in U.S. courts, between Jan. 1 and March 31, 2017.

                        About The Deal

The Deal -- http://www.thedeal.com/-- provides actionable,
intraday coverage of mergers, acquisitions and all other changes in
corporate control to institutional investors, private equity, hedge
funds and the firms that serve them.  The Deal is a business unit
of TheStreet, Inc. -- http://www.t.st-- a leading financial news
and information provider.  Other business units include TheStreet
-- http://www.thestreet.com-- which is celebrating its 20 [th]  
year of producing unbiased business news and market analysis;
BoardEx -- http://www.boardex.com-- the leading relationship
mapping service of corporate directors and officers; and RateWatch
-- http://www.rate-watch.com-- which supplies rate and fee data
from banks and credit unions across the U.S.



[*] Carl Selenberg Can't Drop Malpractice Settlement With Ex-Client
-------------------------------------------------------------------
Jess Krochtengel, writing for Bankruptcy Law360, reports that the
Fifth Circuit held that Carl J. Selenberg can't discharge the
malpractice settlement with former client Dianne Bates because he
didn't advise Ms. Bates to retain independent counsel before
settling.

Law360 relates that Mr. Selenberg cannot discharge through his
Chapter 7 bankruptcy a $275,000 promissory note he signed over to
Ms. Bates, under a fraud exception to the Bankruptcy Code.  The
Fifth Circuit, Law360 states, found that Mr. Selenberg breached a
Louisiana ethics rule by failing to inform Ms. Bates she should
retain independent counsel before settling her malpractice claims
against him, and thus made a false representation under Section
523(a)(2)(A) of the Code.

Mr. Selenberg is represented by Thomas E. Schafer III, Esq., Law360
says.

Dianne Bates is represented by Jacques F. Bezou Jr., Esq., at The
Bezou Law Firm and Rachel Thyre Anderson, Esq., at the Law Office
of Rachel Thyre Anderson LLC, Law360 states.


[^] BOND PRICING: For the Week from May 8 to 12, 2017
-----------------------------------------------------
  Company                     Ticker  Coupon Bid Price   Maturity
  -------                     ------  ------ ---------   --------
A. M. Castle & Co             CASL     5.250    28.125 12/30/2019
A. M. Castle & Co             CASL     7.000    58.000 12/15/2017
Affinion Group Inc            AFFINI   7.875    97.410 12/15/2018
AmeriGas Finance LLC /
  AmeriGas Finance Corp       APU      7.000   102.500  5/20/2022
American Eagle Energy Corp    AMZG    11.000     0.933   9/1/2019
Armstrong Energy Inc          ARMS    11.750    53.700 12/15/2019
Armstrong Energy Inc          ARMS    11.750    50.375 12/15/2019
Avaya Inc                     AVYA    10.500    13.938   3/1/2021
Avaya Inc                     AVYA    10.500    16.000   3/1/2021
BPZ Resources Inc             BPZR     6.500     3.017   3/1/2015
BPZ Resources Inc             BPZR     6.500     3.017   3/1/2049
Bank of America Corp          BAC      3.000   100.395  5/17/2017
CEDC Finance Corp
  International Inc           CEDC    10.000    20.375  4/30/2018
Caesars Entertainment
  Operating Co Inc            CZR      5.750    81.750  10/1/2017
Cedar Fair LP / Canada's
  Wonderland Co /
  Magnum Management Corp      FUN      5.250   102.552  3/15/2021
Chassix Holdings Inc          CHASSX  10.000     8.000 12/15/2018
Chassix Holdings Inc          CHASSX  10.000     8.000 12/15/2018
Chukchansi Economic
  Development Authority       CHUKCH   9.750    40.875  5/30/2020
Chukchansi Economic
  Development Authority       CHUKCH   9.750    40.875  5/30/2020
Cinedigm Corp                 CIDM     5.500    29.000  4/15/2035
Claire's Stores Inc           CLE      9.000    47.000  3/15/2019
Claire's Stores Inc           CLE      8.875    15.500  3/15/2019
Claire's Stores Inc           CLE      6.125    41.750  3/15/2020
Claire's Stores Inc           CLE      9.000    46.250  3/15/2019
Claire's Stores Inc           CLE      7.750    13.875   6/1/2020
Claire's Stores Inc           CLE      6.125    40.750  3/15/2020
Claire's Stores Inc           CLE      9.000    46.875  3/15/2019
Claire's Stores Inc           CLE      7.750    13.875   6/1/2020
Cobalt International
  Energy Inc                  CIE      2.625    37.000  12/1/2019
Cumulus Media Holdings Inc    CMLS     7.750    26.500   5/1/2019
Emergent Capital Inc          EMGC     8.500    43.398  2/15/2019
Energy Conversion
  Devices Inc                 ENER     3.000     7.875  6/15/2013
Energy Future Holdings Corp   TXU     11.250    30.000  11/1/2017
Energy Future Holdings Corp   TXU      6.550    10.200 11/15/2034
Energy Future Holdings Corp   TXU      6.500    13.500 11/15/2024
Energy Future Holdings Corp   TXU      9.750    24.400 10/15/2019
Energy Future Holdings Corp   TXU      5.550    14.833 11/15/2014
Energy Future Intermediate
  Holding Co LLC /
  EFIH Finance Inc            TXU     11.250    34.563  12/1/2018
Energy Future Intermediate
  Holding Co LLC /
  EFIH Finance Inc            TXU     11.250    30.000  12/1/2018
Energy Future Intermediate
  Holding Co LLC /
  EFIH Finance Inc            TXU      9.750    33.875 10/15/2019
Federal Home Loan Banks       FHLB     2.000   100.009 11/18/2022
Fleetwood Enterprises Inc     FLTW    14.000     3.557 12/15/2011
GenOn Energy Inc              GENONE   7.875    86.001  6/15/2017
GenOn Energy Inc              GENONE   9.500    71.250 10/15/2018
GenOn Energy Inc              GENONE   9.500    73.000 10/15/2018
GenOn Energy Inc              GENONE   9.500    70.907 10/15/2018
Global Brokerage Inc          GLBR     2.250    34.000  6/15/2018
Goodman Networks Inc          GOODNT  12.125    40.000   7/1/2018
Gymboree Corp/The             GYMB     9.125     3.100  12/1/2018
Homer City Generation LP      HOMCTY   8.137    38.750  10/1/2019
Horsehead Holding Corp        ZINC    10.500    80.250   6/1/2017
Illinois Power Generating Co  DYN      7.000    39.500  4/15/2018
Illinois Power Generating Co  DYN      6.300    34.200   4/1/2020
Iracore International
  Holdings Inc                IRACOR   9.500    51.750   6/1/2018
Iracore International
  Holdings Inc                IRACOR   9.500    51.750   6/1/2018
IronGate Energy
  Services LLC                IRONGT  11.000    37.250   7/1/2018
IronGate Energy
  Services LLC                IRONGT  11.000    36.875   7/1/2018
IronGate Energy
  Services LLC                IRONGT  11.000    36.875   7/1/2018
IronGate Energy
  Services LLC                IRONGT  11.000    36.875   7/1/2018
Jack Cooper Holdings Corp     JKCOOP   9.250    37.400   6/1/2020
James River Coal Co           JRCC     7.875     1.383   4/1/2019
Las Vegas Monorail Co         LASVMC   5.500     8.000  7/15/2019
Lehman Brothers Holdings Inc  LEH      2.000     3.326   3/3/2009
Lehman Brothers Holdings Inc  LEH      4.000     3.326  4/30/2009
Lehman Brothers Holdings Inc  LEH      2.070     3.326  6/15/2009
Lehman Brothers Holdings Inc  LEH      1.600     3.326  11/5/2011
Lehman Brothers Holdings Inc  LEH      1.383     3.326  6/15/2009
Lehman Brothers Holdings Inc  LEH      1.500     3.326  3/29/2013
Lehman Brothers Holdings Inc  LEH      5.000     3.326   2/7/2009
Lehman Brothers Inc           LEH      7.500     1.226   8/1/2026
Lumbermens Mutual
  Casualty Co                 KEMPER   9.150     0.010   7/1/2026
MF Global Holdings Ltd        MF       3.375    28.250   8/1/2018
MModal Inc                    MODL    10.750    10.125  8/15/2020
Midstates Petroleum
  Co Inc / Midstates
  Petroleum Co LLC            MPO     10.750     0.473  10/1/2020
Mirant Mid-Atlantic
  Series B Pass
  Through Trust               GENONE   9.125    92.250  6/30/2017
NRG REMA LLC                  GENONE   9.237    80.107   7/2/2017
New Gulf Resources LLC/
  NGR Finance Corp            NGREFN  12.250     2.741  5/15/2019
New Gulf Resources LLC/
  NGR Finance Corp            NGREFN  12.250     2.741  5/15/2019
New Gulf Resources LLC/
  NGR Finance Corp            NGREFN  12.250     2.741  5/15/2019
Nine West Holdings Inc        JNY      6.875    24.994  3/15/2019
Nine West Holdings Inc        JNY      8.250    24.500  3/15/2019
Nine West Holdings Inc        JNY      8.250    26.250  3/15/2019
Nuverra Environmental
  Solutions Inc               NESC    12.500    10.000  4/15/2021
OMX Timber Finance
  Investments II LLC          OMX      5.540     9.000  1/29/2020
Permian Holdings Inc          PRMIAN  10.500    29.250  1/15/2018
Permian Holdings Inc          PRMIAN  10.500    29.250  1/15/2018
Prospect Holding Co LLC /
  Prospect Holding
  Finance Co                  PRSPCT  10.250    48.250  10/1/2018
RAAM Global Energy Co         RAMGEN  12.500     1.750  10/1/2015
Rex Energy Corp               REXX     8.875    42.975  12/1/2020
River Rock
  Entertainment Authority     RIVER    9.000    20.000  11/1/2018
Rolta LLC                     RLTAIN  10.750    22.250  5/16/2018
Samson Investment Co          SAIVST   9.750     7.350  2/15/2020
SandRidge Energy Inc          SD       7.500     1.929  2/15/2023
SquareTwo Financial Corp      SQRTW   11.625     1.450   4/1/2017
SunEdison Inc                 SUNE     5.000    30.000   7/2/2018
SunEdison Inc                 SUNE     2.375     0.938  4/15/2022
SunEdison Inc                 SUNE     2.000     1.125  10/1/2018
SunEdison Inc                 SUNE     2.750     0.938   1/1/2021
SunEdison Inc                 SUNE     0.250     1.125  1/15/2020
SunEdison Inc                 SUNE     3.375     1.125   6/1/2025
SunEdison Inc                 SUNE     2.625     1.125   6/1/2023
TMST Inc                      THMR     8.000    15.100  5/15/2013
Talos Production LLC /
  Talos Production
  Finance Inc                 TALPRO   9.750    66.000  2/15/2018
Talos Production LLC /
  Talos Production
  Finance Inc                 TALPRO   9.750    66.000  2/15/2018
TerraVia Holdings Inc         TVIA     5.000    42.000  10/1/2019
TerraVia Holdings Inc         TVIA     6.000    67.750   2/1/2018
Terrestar Networks Inc        TSTR     6.500    10.000  6/15/2014
Trans-Lux Corp                TNLX     8.250    20.125   3/1/2012
UCI International LLC         UCII     8.625     0.050  2/15/2019
Vanguard Operating LLC        VNR      8.375    51.900   6/1/2019
Walter Energy Inc             WLTG     9.500     0.314 10/15/2019
Walter Energy Inc             WLTG     8.500     0.834  4/15/2021
Walter Energy Inc             WLTG     9.875     0.834 12/15/2020
Walter Energy Inc             WLTG     9.500     0.314 10/15/2019
Walter Energy Inc             WLTG     9.875     0.834 12/15/2020
Walter Energy Inc             WLTG     9.500     0.314 10/15/2019
Walter Energy Inc             WLTG     9.875     0.834 12/15/2020
Walter Energy Inc             WLTG     9.500     0.314 10/15/2019
Walter Investment
  Management Corp             WAC      4.500    36.500  11/1/2019
iHeartCommunications Inc      IHRT    10.000    61.000  1/15/2018
iHeartCommunications Inc      IHRT     6.875    63.857  6/15/2018
rue21 inc                     RUE      9.000    13.000 10/15/2021
rue21 inc                     RUE      9.000    10.000 10/15/2021


                            *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

TCR subscribers have free access to our on-line news archive.
Point your Web browser to http://TCRresources.bankrupt.com/and use
the e-mail address to which your TCR is delivered to login.

                            *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.  
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog,
Meriam Fernandez, Joel Anthony G. Lopez, Cecil R. Villacampa,
Sheryl Joy P. Olano, Psyche A. Castillon, Ivy B. Magdadaro, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman,
Editors.

Copyright 2017.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $975 for 6 months delivered via
e-mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Peter A.
Chapman at 215-945-7000 or Nina Novak at 202-362-8552.

                   *** End of Transmission ***