TCR_Public/170518.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Thursday, May 18, 2017, Vol. 21, No. 137

                            Headlines

14885 INWOOD: Court Approves Cash Collateral Deal With U.S. Bank
ADAMS RESOURCES: U.S. Trustee Unable to Appoint Committee
AEOLUS PHARMACEUTICALS: Incurs $1.03-Mil. Net Loss in 2nd Quarter
AFFINITY HEALTHCARE: Allowed to Obtain Funding from RMS, Use Cash
AIRCASTLE LTD: S&P Revises Outlook to Pos. & Affirms 'BB+' CCR

AMERICAN CONSUMERS: Exclusive Plan Filing Period Moved to Aug. 15
AMPLIPHI BIOSCIENCES: Incurs $3.2-M Net Loss in First Quarter
AQUA LIFE: Seeks Interim Nod to Use Cash Collateral Until May 31
ASHLAND LLC: Moody's Assigns Ba1 Rating to Sr. Sec. Term Loan
ASTORIA ENERGY: Moody's Cuts Sr. Secured Loans Rating to B1

ATS CONSOLIDATED: S&P Assigns 'B' CCR; Outlook Stable
BARONG LLC: Voluntary Chapter 11 Case Summary
BELLS FOOD: Can Use Up to $100,000 in Cash Collateral Until May 23
BOLT INFRASTRUCTURE: Moody's Assigns B2 Corporate Family Rating
BOSS REAL ESTATE: U.S. Trustee Unable to Appoint Committee

CAESARS ENTERTAINMENT: Regulator Okays Leases for Two Casinos
CALEXICO COMMUNITY RDA: S&P Lowers Rating on 2011 Bonds to 'CCC-'
CAMPBELLTON-GRACEVILLE: Has Consent to Access Up to $138K Cash
CAMPBELLTON-GRACEVILLE: Has Urgent Need to Use Cash to Pay Wages
CAPSTONE PEDIATRICS: Hearing on Plan Outline Set for June 13

CARTEL MANAGEMENT: Can File Reorganization Plan Until Sept. 30
CC LLC: Hires Burr and Forman as Counsel
CENTURYLINK INC: Fitch Maintains BB+ IDR on Negative Watch
CENTURYLINK INC: Moody's Rates $8.5BB Sr. Sec. Facility at Ba3
CENTURYLINK INC: S&P Retains 'BB' Sr. Unsecured Rating on Watch Neg

CHENIERE CORPUS: Moody's Rates Proposed $1.0BB Sr. Bonds at Ba3
CHENIERE CORPUS: S&P Assigns Prelim. 'BB-' Rating on $1BB Notes
CHESAPEAKE ENERGY: $12.6M Notes Surrendered for Repurchase
CIBT GLOBAL: Moody's Assigns B3 CFR; Outlook Stable
CICERO INC: Reports $398,000 Net Loss for First Quarter

COINSTAR LLC: S&P Affirms Then Withdraws 'B' CCR
COLORFX INC: AMC Buying All Assets for $1.68 Million
COMPOUNDING DOCS: Can Continue Using Cash Collateral Until June 7
CONCHO RESOURCES: S&P Affirms 'BB+' CCR on Improved Risk Profile
CTI FOODS: S&P Lowers CCR to 'B-' on Operational Problems

CUMULUS MEDIA: Incurs $7.39 Million Net Loss in First Quarter
DAVE 60 NYC: Plan Exclusivity Period Extended Until Aug. 21
DAVID STARAL: Sentenced to 41 Months in Prison
DAVID WINSTON: Has Final Nod to Use Wells Fargo Cash Collateral
DELEK LOGISTICS: Moody's Assigns B1 Corporate Family Rating

DELEK LOGISTICS: S&P Assigns 'B+' CCR; Outlook Stable
DEMCO INC: Has Final Nod to Obtain DIP Financing From Alba
DIVERSIFIED COMPUTER: Hearing on Plan Confirmation Set for June 14
DJM ENTERPRISES: Disclosures OK'd; Plan Hearing on July 11
DR. LUIS A VINAS: Has Interim Approval to Use Cash Until May 16

EQUIAN BUYER: Incremental $100MM Debt Weakens Moody's B2 CFR
FANSTEEL INC: Has Stipulation on Cash Collateral Use Until June 30
FERGUSON CONVALESCENT: Trustee Selling All Assets for $700K
FIRST CASH: S&P Rates $300MM Unsecured Notes Due 2024 'BB'
FORTRESS INVESTMENT: Fitch Cuts Long-Term IDR to BB+

GARLOCK SEALING: Seeks Confirmation Anew Amid Travelers Objection
GARZA CONTRACTING: Case Summary & 7 Unsecured Creditors
GENERAL MOTORS: Car Buyers Say Tronox Ruling Won't Stop Suit
GENERAL WIRELESS: Settlement With Sprint Gets Court's Nod
GLOBAL COMMODITY: Disclosure Statement Hearing Set for June 21

GOD'S UNIVERSAL: Hearing on Plan Outline Set for Aug. 7
GOLDEN BEARS: Nortia Buying All Assets for $840K
GOLDEN BEARS: Wants Exclusive Plan Filing Deadline Moved to July 15
GRAPHIC TECHNOLOGY: Seeks August 15 Exclusive Period Extension
GREAT BASIN: Obtains Release of $1.36 Million of Restricted Cash

GULFMARK OFFSHORE: Case Summary & 14 Largest Unsecured Creditors
HARRINGTON & KING: Hearing on Further Cash Use May 18
HARTFORD STADIUM: S&P Lowers Rating on Revenue Bonds to 'BB+'
HOTEL PARK REGENCY: Secured Creditor Object to Plan Disclosures
I-LIGHTING LLC: Case Summary & 20 Largest Unsecured Creditors

INGLES MARKETS: Moody's Affirms Ba3 CFR & Revises Outlook to Pos.
INSTITUTE OF CARDIOVASCULAR: Intends to File Plan by August 14
INTERMODAL EQUIPMENT: Sale of Dallas Assets for $178K Approved
IRASEL SAND: Seeks to Hire Winstead PC as Counsel
IRON MOUNTAIN: Moody's Rates New Senior Euro Notes Due 2025 'Ba3'

K&H RESTAURANT: Court Extends Plan Filing Period Through June 26
KATY INDUSTRIES: Jansan Buying All Assets for $7.5 Million
KATY INDUSTRIES: Wants To Obtain Up To $7.5M in DIP Financing
KCAR HOLDCO: S&P Assigns 'B' CCR; Outlook Stable
LA ESTRELLA FAST FOOD: Seeks 90-Day Extension to Confirm Plan

LBM BORROWER: Planned IPO No Impact on Moody's B3 CFR
LEVEL 3 FINANCING: S&P Puts 'BB-' Debt Rating on Watch Positive
LOANVEST XII: Case Summary & 6 Unsecured Creditors
MARSH SUPERMARKETS: Seeks Approval to Use Cash Collateral
MEMPHIS LOUIE: Unsecured to Get Quarterly Payments in 5 Years

MICHAEL D. COHEN: Exclusive Plan Filing Period Moved to Jan. 2018
MIDLAND FUNDING: Can Pursue Old Debt in Bankr., High Court Rules
MIDWEST ASPHALT: Can Continue Using Cash Collateral Until July 31
MMX SUDESTE: Chapter 15 Case Summary
MURPHY & DURIEU: Case Summary & 7 Unsecured Creditors

MY-WAY TRADING: Wants Plan Filing Deadline Extended to Oct. 5
NATIONAL SURGICAL: Moody's Puts B2 CFR Under Review for Downgrade
OCONEE REGIONAL: Has Interim Nod to Secure $1M of DIP Financing
OCONEE REGIONAL: U.S. Trustee Forms 7-Member Committee
ODYSSEY CONTRACTING: Wants to Use PNC Bank Cash Collateral

OIL PATCH: Case Summary & 20 Largest Unsecured Creditors
P & G FITTINGS: Hearing on Plan Confirmation Set for June 8
P3 FOODS: Allowed to Further Cash Collateral Use Until June 9
PARETEUM CORPORATION: Incurs $1.29M Net Loss in First Quarter
PAWS AND CLAWS: Seeks June 29 Extension of Plan Filing Deadline

PPI DIRECT: Hires Simon Resnik Hayes as General Bankruptcy Counsel
PRECIOUS FORMALS: Plan Outline Okayed, Plan Hearing on June 7
PUERTO RICO: Joint Admin. Bid Okayed; Creditors Open to Mediation
QUALITY FLOAT: Court Confirms Plan, Status Hearing on May 23
RANDY BALDERAS: Sale of Personal Property for $70K Approved

RESOLUTE ENERGY: Closes $160-M Delaware Basin Bronco Acquisition
RICHARD D. VAN LUNEN: Case Summary & 10 Unsecured Creditors
ROYAL FLUSH: Guttman Energy Objects to Disclosure Statement
RUE21 INC: Moody's Lowers PDR to D-PD on Bankr. Filing
RYCKMAN CREEK: Wants Bidding Procedures for Common Stock Sale OK'd

SABINE PASS: Moody's Ups Rating on Senior Secured Bonds From Ba1
SABLE INT'L: Moody's Rates New $1.125BB Secured Term Loan Ba3
SCOTT A. BERGER: Hearing on Disclosures Approval Set for June 14
SCOTT RESIDENTIAL: U.S. Trustee Unable to Appoint Committee
SEMGROUP LP: High Court Refuses to Review $143M Barclays Case

SISU TOO: Voluntary Chapter 11 Case Summary
SM PROPERTY: Voluntary Chapter 11 Case Summary
SOUTHSIDE CHURCH: U.S. Trustee Unable to Appoint Committee
SPANISH BROADCASTING: Delays Form 10-Q for Analysis
STANDFAST USA: To Pay Non-Insider Unsecs. with Liquidation Proceeds

SUBLINK SOLUTIONS: Hires Marengo-Rullan CPA as Accountant
SUNCOKE ENERGY: Moody's Raises CFR to B1; Outlook Stable
T & S FARMS: Needs Financing, Use Cash for 2017 Farming Season
TENNECO AUTOMOTIVE: Fitch Assigns BB+ LT Issuer Default Rating
TENNECO INC: S&P Affirms 'BB+' CCR; Outlook Stable

TIBCO SOFTWARE: Moody's Affirms B3 CFR; Outlook Stable
TIMELESS FITNESS: Hearing on DIP Financing Set for June 6
TOSHIBA CORP: Western Digital Seeks Arbitration for JV Sale
TRANSMAR COMMODITY: Plan Filing Deadline Moved to June 29
TX.C.C. INC: May Use Cash Collateral to Pay Operating Expenses

UNIQUE VENTURES: Perkins & Marie Leaves Creditors' Committee
VALENCIA COLLEGE: Court Confirms Plan, Status Conference on June 8
WALKER & DUNLOP: S&P Revises Outlook to Pos. & Affirms 'BB-' ICR
WELLMAN DYNAMICS: Committee Plan Proposes to Liquidate Assets
WESTMORELAND COAL: Reports $36.8-M Net Loss for First Quarter

WORLD OF DISCOVERY: Has Deal to Use Cash Collateral Until Sept. 1
XPLORNET COMMUNICATIONS: Moody's Affirms B3 Corp. Family Rating
XPLORNET COMMUNICATIONS: S&P Affirms 'B-' CCR; Outlook Stable
YMCA OF MARQ: Can Use USDA Cash Collateral Until June 13
[^] Recent Small-Dollar & Individual Chapter 11 Filings


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14885 INWOOD: Court Approves Cash Collateral Deal With U.S. Bank
----------------------------------------------------------------
Judge Stacey G. Jernigan of the U.S. Bankruptcy Court for the
Northern District of Texas authorized 14885 Inwood Road, LLC, to
use cash collateral pursuant to the terms of the Cash Collateral
Stipulation.

Judge Jernigan also approved the liens and super-priority
administrative expenses provided to U.S. Bank in the Cash
Collateral Stipulation.

The Debtor has entered into a Cash Collateral Stipulation with U.S.
Bank National Association, as Indenture Trustee, as
successor-in-interest to Bank of America, N.A., as Indenture
Trustee, as successor-by-merger to LaSalle Bank National
Association, as Indenture Trustee for the registered holders of
Hometown Commercial Trust 2007-1 Commercial Mortgage-Backed Notes,
Series 2007-1 authorizing the Debtor to use cash collateral and
granting replacement liens as adequate protection to U.S. Bank.

A full-text copy of the Order, dated May 11, 2017, is available at
https://is.gd/uqQSmZ

                   About 14885 Inwood Road

14885 Inwood Road, LLC filed a Chapter 11 bankruptcy petition
(Bankr. N.D. Ga. Case No. 17-31260) on April 3, 2017.  In its
petition, the Debtor estimated $1 million to $10 million in both
assets and liabilities.  The petition was signed by Sherry
LaMaison, president.

The Hon. Stacey G. Jernigan presides over the case.

Melissa S. Hayward, Esq., at Franklin Hayward LLP, is serving as
bankruptcy counsel to the Debtor.  Jeff Sandberg, Esq. at Palmer &
Manuel, LLP, is special counsel in the Debtor's insurance claim.

The Debtor tapped Location Specialists, LLC, as property manager;
Lower My Texas Property Taxes, LLC, as tax protestor.


ADAMS RESOURCES: U.S. Trustee Unable to Appoint Committee
---------------------------------------------------------
An official committee of unsecured creditors has not yet been
appointed in the Chapter 11 case of Adams Resources Exploration
Corp. as of May 16, according to a court docket.

            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.


AEOLUS PHARMACEUTICALS: Incurs $1.03-Mil. Net Loss in 2nd Quarter
-----------------------------------------------------------------
Aeolus Pharmaceuticals, Inc., filed with the Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing a
net loss attributable to common stockholders of $1.03 million on
$129,000 of contract revenue for the three months ended March 31,
2017, compared to a net loss attributable to common stockholders of
$2.53 million on $565,000 of contract revenue for three months
ended March 31, 2016.

For the six months ended March 31, 2017, the Company reported a net
loss attributable to common stockholders of $2.12 million on
$212,000 of contract revenue compared to a net loss attributable to
common stockholders of $4.14 million on $870,000 of contract
revenue for the same period in 2016.

As of March 31, 2017, Aeolus had $1.76 million in total assets,
$638,000 in total liabilities and $1.12 million in total
stockholders' equity.

Due to unexpected recent developments in the Biomedical Advanced
Research and Development Authority Contract, the Company has
expressed substantial doubt about its ability to continue as a
going concern given its recurring net losses, negative cash flows
from operations and working capital deficiency.  The Company had
cash and cash equivalents of $981,000 on March 31, 2017, and
$3,155,000 on Sept. 30, 2016.  The decrease in cash was primarily
due to cash used in operating activities.

The Company has incurred significant losses since its inception. At
March 31, 2017, the Company's accumulated deficit was $192,310,000.
This raises substantial doubt about Aeolus’ ability to continue
as a going concern, which will be dependent on the Company's
ability to generate sufficient cash flows to meet the Company's
obligations on a timely basis, obtain additional financing and,
ultimately, achieve operating profits through product sales or
BARDA procurements.

The Company said it intends to explore strategic and financial
alternatives, which may include a merger or acquisition with or by
another company, the sale of shares of stock and/or convertible
debentures, the establishment of new collaborations for current
research programs that include initial cash payments and on-going
research support and the out-licensing of the Company's compounds
for development by a third party.  The Company believes that
without additional investment capital it will not have sufficient
cash to fund its activities in the near future, and will not be
able to continue operating.  As such, the Company's continuation as
a going concern is dependent upon its ability to raise additional
financing.

"If the Company is unable to obtain additional financing to fund
operations, it will need to eliminate some or all of its
activities, merge with another company, sell some or all of its
assets to another company, or cease operations entirely.  There can
be no assurance that the Company will be able to obtain additional
financing on acceptable terms or at all, or that the Company will
be able to merge with another Company or sell any or all of its
assets," the Company stated in the filing.

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

                    https://is.gd/MSULgK

                About Aeolus Pharmaceuticals

Mission Viejo, California-based Aeolus Pharmaceuticals, Inc., is a
Southern California-based biopharmaceutical company leveraging
significant government investment to develop a platform of novel
compounds in oncology and biodefense.  The platform consists of
over 200 compounds licensed from Duke University and National
Jewish Health.

The Company's lead compound, AEOL 10150, is being developed as a
medical countermeasure ("MCM") against the pulmonary sub-syndrome
of acute radiation syndrome ("Pulmonary Acute Radiation Syndrome"
or "Lung-ARS") as well as the gastrointestinal sub-syndrome of
acute radiation syndrome ("GI-ARS").  Both syndromes are caused by
acute exposure to high levels of radiation due to a radiological
or nuclear event.  It is also being developed for use as a MCM for
exposure to chemical vesicants such as chlorine gas, sulfur
mustard gas and nerve agents.

Aeolus reported a net loss attributable to common stockholders of
$6.04 million on $2.07 million of contract revenue for the fiscal
year ended Sept. 30, 2016, compared to a net loss attributable to
common stockholders of $2.62 million on $3.11 million of contract
revenue for the fiscal year ended Sept. 30, 2015.


AFFINITY HEALTHCARE: Allowed to Obtain Funding from RMS, Use Cash
-----------------------------------------------------------------
Judge Julie A. Manning of the U.S. Bankruptcy Court for the
District of Connecticut entered an Eighteenth Interim Order
authorizing Affinity Health Care Management, Inc., and its
Debtor-affiliates to obtain funding from Revenue Managements
Solutions, LLC under terms of the Purchase Agreement and other
Funding Documents and the Order.

The Debtors are also authorized to its continued use of the cash
collateral on an interim basis.  As a condition to Revenue
Managements Solutions' continued funding and the agreement for the
use of Cash Collateral, Revenue Managements Solutions requires that
the proceeds of the Post-Petition Funding Facility will be used
solely for:

      (1) payment of the Prepetition Obligations;

      (2) working capital and other general corporate purposes;

      (3) permitted payment of costs of administration of the
Cases;

      (4) payment of fees and expenses due under the Post-Petition
Funding Facility;

      (5) payment of such prepetition expenses, in addition to the
prepetition obligations permitted to be so paid in accordance with
the consents required under the funding documents, and as approved
by the Court.

The approved Budget contemplates total operating disbursements of
approximately $3,141,227 for the period beginning May 13, 2017
through June 17, 2017. Each of the specific facilities have the
following cash needs: Affinity Health Care, $1,047,744; Blair
Manor, $1,061,264; Douglas Manor, $1,032,218.

Pursuant for the Purchase Agreement, Health Care Investors, Inc.
d/b/a Alexandria Manor, Health Care Alliance, Inc. d/b/a Blair
Manor, Health Care Assurance, LLC d/b/a Douglas Manor, and Health
Care Reliance, LLC d/b/a Ellis Manor, collectively referred to as
the Providers, are authorized to sell and Revenue Managements
Solutions may purchase, at its discretion, certain healthcare
accounts receivables of the Providers, in exchange to Initial
Installments, Subsequent Installments and other payments and other
financial accommodations from Revenue Managements Solutions.

The Purchase Agreement also provided that the aggregate amount of
the Outstanding Initial Installments plus any other outstanding
Obligations of the Providers will not exceed $2,500,000.  As of the
Petition Date, the aggregate amount of the Outstanding Initial
Installments due and payable pursuant to the Prepetition Funding
Facility was $1,450,000.

The Debtors represent that substantially all of their cash,
including the cash in their deposit accounts, whether as original
collateral or proceeds of other Prepetition Collateral, constitute
the cash collateral of Revenue Managements Solutions, however, the
Purchased Accounts and their proceeds constitute the exclusive
property of Revenue Managements Solutions pursuant to the terms of
the Funding Documents and the 18th Interim Order.

Although the United States Department of Housing and Urban
Development asserts a first priority security interest in the
personal property of the Providers, the Debtors and Revenue
Managements Solutions dispute such claim.

Revenue Managements Solutions and the State of Connecticut
Department of Labor are each granted adequate protection on account
of their respective interests in the prepetition collateral, for
any diminution in the value of their respective interests in the
prepetition collateral.  Accordingly, as adequate protection:

     A. Revenue Managements Solutions will receive:

          (1) a valid, enforceable, binding and duly perfected
continuing first-priority security interest in and to and a first
lien upon the Non-Purchased Accounts and the credit balances, and
all of the Providers' other rights, property and assets, real,
personal, tangible and intangible not sold to Revenue Managements
Solutions under the Purchase Agreement, including all proceeds and
products thereof, subject only to the Carve-Out;

          (2) a super-priority administrative expense claim with
priority over any and all administrative expenses, subject only to
the Carve-Out; and

          (3) current payments fees, costs and expenses and other
amounts due under the Funding Documents, as well as ongoing payment
of the reasonable fees, costs and expenses, including, without
limitation, legal and other professionals' fees and expenses.

     B. The Department of Labor is granted a continuing, valid,
binding, enforceable, non-avoidable and automatically perfected
post-petition security interests in and liens on the DIP.  

The Carve-Out encompass the following expenses:

      (a) allowed fees and reimbursement for disbursements of
professionals retained by the Debtors in an aggregate amount for
all such Professional Fees not to exceed $540,000;

      (b) allowed fees and reimbursement for disbursements of
professionals retained by the Statutory Committee in an aggregate
amount of all such Committee's Professional Fees not to exceed
$270,000;

      (c) Chapter 11 quarterly fees plus accrued interest, and any
fees payable to the clerk of the Bankruptcy Court; and

      (d) amounts due and owing to the Debtors' non-insider
employees for postpetition wages.

The Carve Out Amount will be funded, in part, by the Debtors with
the proceeds of the Post-Petition Funding Facility on a weekly
basis in an amount not less than $15,000 per week, and segregated
in an interest bearing deposit account held in escrow, two-thirds
for the benefit of the Debtors' professionals and one-third for the
benefit of the Statutory Committee's professionals.  And an
additional $3,750 will be funded on a weekly basis and remitted
directly to the U.S. Trustee for payment of the Chapter 11
Quarterly Fees.

The Purchase Agreement will terminate upon the earliest to occur
of:

   (a) May 27, 2017;

   (b) Upon the occurrence of an Event of Default under the
Purchase Agreement;

   (c) If, as to any Provider, it fails to perform or satisfy any
of the terms, conditions or covenants of the Order or under the
Funding Documents;

   (d) Any Provider files, supports or confirms a Chapter 11 plan
of reorganization in this bankruptcy case that does not provide for
the prior full satisfaction of the Obligations on or before the
effective date of the Plan, unless otherwise agreed in writing by
Revenue Managements Solutions;

   (e) The factoring called for under the Purchase Agreement
terminates by its own terms or by operation of law;

   (f) Any material portion of the collateral is foreclosed,
liquidated, levied, or the subject of a similar act by any person;

   (g) Any person terminates their respective forbearances and
subordinations to Revenue Managements Solutions under any
inter-creditor or similar agreement related to these Debtors, or
any of these persons sent notice of their intent to do the same to
any person;

   (h) Any party makes any set-offs or recoupments against the
Purchased Accounts, the Conveyed Property or the Collateral, beyond
limits previously agreed upon with Revenue Managements Solutions,
in writing or as provided for in the Interim Order;

   (i) Any Provider's bankruptcy case is dismissed or converted to
a case under Chapter 7 of the Bankruptcy Code;

   (j) There occurs a stay, modification, amendment, vacating or
reversal of any terms of the Order or of the Funding Documents, or
any of the rights and acknowledgements conferred thereunder,
without the written consent of Revenue Managements Solutions;

   (k) Any Provider commences or continues or voluntary
participates in any lawsuit, adversary proceeding or contested
matter against Revenue Managements Solutions, other than with
respect to a dispute by the U.S. Trustee, the Statutory Committee
or the Debtors as to any reimbursable expense claimed by Revenue
Managements Solutions; and

   (l) Any person commences or continues any non-frivolous action
or process with respect to any material portion of the Collateral.

A hearing to consider the entry of a further Interim Order on the
same terms and conditions as the Interim Order has been scheduled
for May 25, 2017 at 9:30 a.m.  Any objection will be filed with the
Clerk of the Court no later than on  May 19, 2017.

A full-text copy of the Eighteenth Interim Order, dated May 11,
2017, is available at https://is.gd/TuepXA

               About Affinity Healthcare Management

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

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

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

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


AIRCASTLE LTD: S&P Revises Outlook to Pos. & Affirms 'BB+' CCR
--------------------------------------------------------------
S&P Global Ratings said that it has revised its outlook on
Aircastle Ltd. to positive from stable and affirmed all of its
ratings on the company, including S&P's 'BB+' corporate credit
rating.

"Aircastle has increased the size of its aircraft portfolio to 200
owned aircraft as of March 31, 2017, from 153 a year earlier," said
S&P Global credit analyst Betsy Snyder.  "The company also manages
13 aircraft for other firms.  We believe that this increase in the
size of the company's aircraft portfolio will aid its market
presence, particularly because Aircastle's aircraft and customer
base are well diversified."  In addition, the composition of the
company's aircraft portfolio has improved in S&P's assessment as
narrowbody aircraft now comprise 56% of the portfolio (based on net
book value) while freighter aircraft (which have been in oversupply
and therefore generate weak lease rates) comprise only 8% (down
from 31% as of the end of 2011). However, widebody passenger
aircraft now comprise 36% of the net book value of the company's
portfolio.  A large number of these widebody aircraft are Airbus
A330s and the lease rates for these aircraft are currently under
some pressure.

The positive outlook on Aircastle reflects S&P's expectation that
the company will maintain solid profitability, supported by the
recently increased and improved composition of its aircraft
portfolio.  Although S&P expects Aircastle's lease yields to
moderate somewhat due to its addition of newer and lower yielding
aircraft, as well as the potential challenges posed by the weaker
expected lease rates on certain widebody aircraft, S&P anticipates
that the company's credit metrics will remain relatively stable
with EBIT interest coverage of around 1.8x-1.9x and a FFO-to-debt
ratio of around 11%.

S&P expects to raise its rating on Aircastle over the next year if
S&P sees evidence that the company will generate improved profits
and maintain its margins despite the potential challenges posed by
the overcapacity of certain aircraft types and the very competitive
lease rates for aircraft acquired through sale/leasebacks.  To
support an upgrade, S&P would also expect the company to maintain
EBIT interest coverage of at least 1.7x and a FFO-to-debt ratio of
at least 9%.

S&P could revise its outlook on Aircastle to stable over the next
year if the aircraft leasing market weakens or if the company
engages in more aggressive debt-financed growth than S&P expects,
causing its EBIT interest coverage to decline below 1.7x and its
FFO-to-debt ratio to fall below 9% on a sustained basis.



AMERICAN CONSUMERS: Exclusive Plan Filing Period Moved to Aug. 15
-----------------------------------------------------------------
Judge Nicholas W. Whittenburg of the U.S. Bankruptcy Court for the
Eastern District of Tennessee extended the exclusivity period
within which American Consumers, Inc., dba Shop-Rite Supermarkets,
may file a plan until August 15, 2017, as well as the corresponding
solicitation period up to an additional 60 days.  

The Troubled Company Reporter has previously reported that the
Debtor sought exclusivity extension, relating that since the
Petition Date, it had, among other actions, continued its timely
payment to vendors and suppliers, including the agreement for
payment of the prepetition claims of utility vendors; (2) continued
its timely payment of all post-petition federal and state tax
obligations; and (3) removed from management the parties
responsible for Debtor's significant pre-petition tax obligations.


The Debtor operates seven grocery stores, located in Tennessee,
Alabama and Georgia.  The Debtor informed the Court that it was in
the process of determining which stores it will continue to
operate, and which stores it may close.  The Debtor had also filed
a motion to extend the time to assume or reject executory contracts
and unexpired leases, but the Lease Motion specifically excludes
any extension of the time to assume or reject the lease of the
store located in Ringgold, Georgia, with R&M Joint Venture, LLC.
Based on prior and recent performance, the Debtor had determined to
close the store in Ringgold.

The Debtor was also taking the steps necessary to determine whether
to file a plan of reorganization or sell of its business as a going
concern.  The Debtor assured the Court that it had stayed current
on all postpetition obligations to its creditors.  As such, the
Debtor believed that good cause exists to extend the exclusivity
period.

                About American Consumers, Inc.

American Consumers, Inc., dba Shop-Rite Supermarkets, operates
seven grocery stores located in Tennessee, Alabama and Georgia.
The Fort Oglethorpe, Georgia-based Company filed a Chapter 11
petition (Bankr. E.D. Tenn. Case No. 17-10189) on Jan. 17, 2017.
The Hon. Nicholas W. Whittenburg presides over the case.  Harold L
North, Jr., Esq., at Chambliss Bahner & Stophel, P. C., serves as
bankruptcy counsel.

In its petition, the Debtor estimated $1 million to $10 million in
both assets and liabilities.  The petition was signed by Todd
Richardson, chief executive officer.


AMPLIPHI BIOSCIENCES: Incurs $3.2-M Net Loss in First Quarter
-------------------------------------------------------------
AmpliPhi Biosciences Corporation announced financial results for
the quarter ended March 31, 2017, and provides business
highlights.

"We are enthusiastic about our new strategic emphasis on utilizing
proprietary bacteriophage technology to develop personalized
precision phage therapies for patients who suffer from serious or
life-threatening multidrug-resistant (MDR) bacterial infections and
have limited or no satisfactory treatment options," said M. Scott
Salka, CEO of AmpliPhi Biosciences.  "Our technology is well suited
for precision medicine in infectious diseases due to its highly
selective spectrum of activity, potential efficacy against MDR
bacteria and inherent flexibility, which provides us with the
ability to rapidly manufacture customized therapies.  What's more,
phage kill bacteria differently than do conventional antibiotics,
so phage therapy can be synergistic with antibiotics, as
demonstrated by a number of clinical cases and preclinical
studies."

"The new strategic emphasis on personalized medicine builds upon
AmpliPhi's prior successes in developing tailored bacteriophage
therapies under emergency investigational new drug applications,
including for a critically ill, comatose patient with an MDR
Acinetobacter baumannii (A. baumannii) infection and for a patient
with an MDR Pseudomonas aeruginosa (P. aeruginosa) infection in the
bladder.  AmpliPhi believes that treatment with its phage cocktails
could start within as little as a few days of receiving patient
samples in the case of more common infections or approximately two
weeks for less common pathogens.

"Our objective is to provide targeted phage therapies under
applicable compassionate-use guidelines for at least 10 patients by
the end of 2017, in collaboration with leading hospitals and key
opinion leaders," said Dr. Igor Bilinsky, COO of AmpliPhi.  "We
expect data from these cases to provide further validation of the
clinical utility of our therapeutic approach and to support
discussions with the U.S. Food and Drug Administration (FDA) on
defining a potential path to market approval for personalized
precision phage therapies.  We view this path as the most rapid and
cost-efficient one for demonstrating clinical validation."

"We are exceptionally pleased to have closed an equity financing
last week, which we expect will provide sufficient capital to fund
operations under our new strategic emphasis into mid-2018," said
Salka.  "In parallel, we are seeking opportunities to advance our
chronic rhinosinusitis (CRS) and preclinical cystic fibrosis (CF)
programs, potentially through partnerships and/or non-dilutive
funding."

       First Quarter 2017 and Recent Business Highlights

  * Announced positive feedback from a Type B meeting with the FDA

    on a detailed development proposal to commence a Phase 2 trial

    with AmpliPhi's proprietary bacteriophage cocktail, AB-SA01,
    for the treatment of antibiotic-resistant Staphylococcus
    aureus (S. aureus) infections in patients with CRS.  In the
    official meeting minutes, the FDA "acknowledged that phage
    therapy is an exciting approach to treatment of multidrug-
    resistant organisms and expressed a commitment to addressing
    the unique regulatory challenges that might arise during
    product development."

  * Hired Igor P. Bilinsky, Ph.D. as senior vice president and
    chief operating officer.  Dr. Bilinsky brings nearly two
    decades of experience as a life sciences executive and
    consultant, and broad experience in strategic planning,
    operational and entrepreneurial management at
    biopharmaceutical companies.

  * Formed a Scientific Advisory Board and named Timothy K. Lu,
    M.D., Ph.D. as chairman of the SAB.  Dr. Lu heads the
    Massachusetts Institute of Technology's Synthetic Biology
    Group in the Research Laboratory of Electronics, where he
    applies proprietary engineering techniques to biological
    systems, including bacteriophages, to address global concerns
    such as the growing incidence of antibiotic resistance.

  * Announced the oral presentation of a case study highlighting
    the successful treatment of a critically ill patient with A.
    baumannii by Dr. Biswajit Biswas of the U.S. Navy's Medical
    Research Center-Biological Defense Research Directorate (NMRC-
    BDRD in Frederick, Maryland) at the Centennial Celebration of
    Bacteriophage Research Institut Pasteur in Paris.

  * Announced two presentations at the 2017 Australian Society of
    Otolaryngology Head and Neck Surgery Meeting, including an
    oral presentation of Phase 1 clinical trial results evaluating
    the safety, tolerability and preliminary effectiveness of AB-
    SA01 in patients with CRS associated with S. aureus infection
    and a poster presentation demonstrating in vitro AB-PA01's
    broad activity footprint against P. aeruginosa clinical
    isolates.

  * Presented two oral presentations at the Solutions for Drug-
    Resistant Infections Meeting in Brisbane, Australia, including

    results from preclinical and clinical trials supporting the
    potential for phage therapy to address the rising tide of
    antibiotic-resistant infections and data from the Phase 1
    study showing that AB-SA01 in CRS patients with active S.
    aureus infection was safe, well-tolerated and, among other
    preliminary signals of efficacy, decreased S. aureus bacterial

    load in all nine patients.

                    First Quarter 2017 Results and
                      Recent Financial Highlights

  * On May 10, AmpliPhi announced the closing of an underwritten
    public offering.  Total proceeds to AmpliPhi from the offering
    were approximately $9.1 million, after deducting the
    underwriting discount and commissions and estimated offering
    expenses payable by AmpliPhi.  Considering AmpliPhi's current
    cash resources and the proceeds received from the May 2017
    offering, AmpliPhi believes its cash resources will be
    sufficient to fund its planned operations until the end of the
    second quarter of 2018.

  * Research and development expenses for the first quarter of
    2017 were $1.5 million, a decrease of $0.5 million from $2.0
    million for the first quarter of 2016, primarily due to $0.4
    million in expenses recorded in connection with assets
    acquired with Novolytics in January 2016.

  * General and administrative expenses for the first quarter of
    2017 were $1.9 million compared with $2.6 million for the same
    period of 2016.  The decrease was attributable to a $0.5
    million reduction in compensation expense primarily related to
    non-cash stock-based compensation and $0.2 million for legal
    fees and professional recruitment fees in the prior-year
    quarter.

  * AmpliPhi recorded a gain for the first quarter of 2017 of
    $114,000 related to the change in the fair value of derivative
    liabilities.  AmpliPhi recorded a gain for the first quarter
    of 2016 of $1.4 million related to the change in the fair
    value of its Series B preferred stock derivative liability.

  * Net loss attributable to common stockholders for the first
    quarter of 2017 was $3.2 million, or $1.94 per share, compared
    with a net loss for the first quarter of 2016 of $4.8 million,

    or $8.22 per share.

  * Cash and cash equivalents were $2.2 million as of March 31,
    2017, compared with $5.7 million as of Dec. 31, 2016.

  * Effective on April 24, 2017, AmpliPhi implemented a 1-for-10   

    reverse split of its outstanding common stock.

  * Revenue for the three months ended March 31, 2017, was $29,000
    compared to $106,000 of revenue for the three months ended
    March 31, 2016.

  * As of March 31, 2017, Ampliphi Biosciences had $14.30 million
    in total assets, $7.65 million in total liabilities and $6.64
    million in total stockholders' equity.

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

                  https://is.gd/MjEJH3

                      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.

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.


AQUA LIFE: Seeks Interim Nod to Use Cash Collateral Until May 31
----------------------------------------------------------------
Aqua Life Corp. dba Pinch-A-Penny #43 seeks interim authority from
the U.S. Bankruptcy Court for the Southern District of Florida to
use cash collateral in order to continue operating its business
with minimal interruption.

The Debtor believes that it will be able to continue operating
through confirmation of a plan if the Debtor is authorized to use
cash. However, the Debtor maintains that without the use of the
cash, it will not be able to meet its liquidity needs and will
likely cease operations, jeopardizing its ability to reorganize and
possibly forcing liquidation to the detriment of the Debtor and its
creditors.

The Debtor has prepare an interim budget through the first 21 days
of its case, or through May 31, 2017, which projects total expenses
amounting to $160,947

The Debtor is indebted to Pinch A Penny, Inc., Sun Wholesale
Supply, Inc., Ocean Bank, and Wells Fargo Commercial Distribution
Finance, LLC, whose claims are secured against property of the
estate, including cash and receivables.

     (a) Pinch A Penny, Inc. is owed approximately $139,438, as of
the Petition Date;

     (b) Sun Wholesale Supply, Inc. is owed approximately $287,333,
as of the Petition Date;

     (c) Ocean Bank, is owed approximately $1,467,67 under the
Ocean Bank Loan and $199,853 remain outstanding under the Ocean
Bank Line of Credit Loan, as of the Petition Date; and

     (d) Wells Fargo Commercial Distribution Finance, LLC is owed
approximately $131,095, as of the Petition Date.

The Debtor asserts that value of its assets substantially exceeds
the claims of Pinch A Penny and Sun Wholesale, which in the
aggregate total $426,772 as of the Petition Date, and which have
priority over the claims of the other Secured Creditors. As such,
Pinch A Penny's and Sun Wholesale's claims are oversecured and
their interests in the Debtor's collateral are adequately protected
under the circumstances.

The Debtor further asserts that the interests of Ocean Bank under
the Ocean Bank Loan are adequately protected by virtue of the Ocean
Bank Mortgage and the fact that payments under the Ocean Bank Loan
have always been, and will continue to be, made by the Debtor's
co-borrower and landlord, Ralu. Additionally, with respect to the
Ocean Bank LOC, the Debtor believes that Ocean Bank is wholly
secured and adequately protected under the circumstances.

With respect to Wells Fargo, the Debtor believes that Wells Fargo
is wholly secured and Wells Fargo's interests are adequately
protected under the circumstances.

Accordingly, the submits that Pinch A Penny, Sun Wholesale, Ocean
Bank and Wells Fargo will be adequately protected by the Debtor's
continued operations and the use of cash collateral, because the
Debtor's continued operations will ensure that each of Pinch A
Penny's, Sun Wholesale's, Ocean Bank's and Wells Fargo's interests
in the Debtor's cash are protected through generating additional
revenue and increased cash flow. Accordingly, to the extent that
Pinch A Penny, Sun Wholesale, Ocean Bank and Wells Fargo have
security interests in the Debtor's cash, their interests are
adequately protected.

A full-text copy of the Debtor's Motion, dated May 11, 2017, is
available at https://is.gd/0T8xjC

                  About Aqua Life Corp.

Aqua Life Corp. doing business as Pinch-A-Penny043 doing business
as Pinch-A-Penny #43 filed a Chapter 11 petition (Bankr. S.D. Fla.
Case No. 17-15918), on May 10, 2017.  The petition was signed by
Raymond E. Ibarra, vice president.  The case is assigned to Judge
Robert A Mark.  The Debtor is represented by Jacqueline Calderin,
Esq. and Tamara Van Heel, Esq. at Ehrenstein Charbonneau Calderin.
At the time of filing, the Debtor had $1.07 million in assets and
$2.49 million in  liabilities.


ASHLAND LLC: Moody's Assigns Ba1 Rating to Sr. Sec. Term Loan
-------------------------------------------------------------
Moody's Investors Service assigns Ba1 to Ashland LLC's new senior
secured bank credit facilities, including $500 million senior
secured term loan A, $600 million term Loan B, and a new $800
million revolver; the assigned ratings are one notch above the Ba2
Corporate Family Rating (CFR). Proceeds of the TLA will be used
towards financing of the recently announced $660 million
acquisition of Pharmachem Laboratories Inc., which is expected to
close mid-year 2017, while the proceeds of TLB, which might be
drawn at a future date, will be used to refinance existing bonds
maturing in April, 2018. At the same time, Moody's downgraded the
ratings on the outstanding senior unsecured notes to Ba3 from Ba2
to reflect the subordinated position in the capital structure which
now includes a significant tranche of senior secured debt. The
ratings on the remaining junior subordinated notes of Hercules are
also downgraded at this time to B2 from B1, for the same reason.
The outlook on the ratings remains stable.

"The downgrade of Ashland's CFR on April 26, 2017 to Ba2 from Ba1
had anticipated these new financings." According to Joseph
Princiotta, VP Senior Credit Officer at Moody's. "The lower CFR
reflected the change in the company's gross leverage target to 3.5x
from 3.0x, and the anticipated stress in leverage to above 4.0x
from the Pharmachem acquisition," Princiotta added.

Affirmations:

Issuer: Ashland LLC

-- Corporate Family Rating, Affirmed Ba2

-- Probability of Default Rating, Affirmed Ba2-PD

Downgrades:

Issuer: Ashland LLC

-- Backed Senior Unsecured Regular Bond/Debenture, Downgraded to
Ba3 (LGD5) from Ba2 (LGD4)

Issuer: Hercules Incorporated

-- Backed Junior Subordinated Regular Bond/Debenture, Downgraded
to B2 (LGD6) from B1 (LGD6)

Assignments:

Issuer: Ashland LLC

-- Senior Secured Term Loan A, Assigned Ba1 (LGD2)

-- Senior Secured Term Loan B, Assigned Ba1 (LGD2)

-- Senior Secured Revolving Credit Facility, Assigned Ba1 (LGD2)

Unchanged:

Issuer: Ashland LLC

-- Speculative Grade Liquidity Rating, Unchanged at SGL-2

Rating to be Withdrawn at close of transaction:

-- Backed Revolving Credit Facility, Ba2 (LGD4)

Outlook Actions:

Issuer: Ashland LLC

-- Outlook, Remains Stable

Issuer: Hercules Incorporated

-- Outlook Remains Stable

RATINGS RATIONALE

Ashland's Ba2 Corporate Family Rating (CFR) is supported by a
portfolio of specialty chemical businesses serving diverse end
markets and meaningful market shares in key businesses (e.g., #1
globally in Specialty Ingredients and non-aerospace composites),
and good geographic and operational diversity. The new Ashland will
continue to serve a diversified mix of consumer and industrial end
markets including pharmaceuticals, personal care, food and
beverage, adhesives, architectural coatings, automotive,
construction, and energy. Moody's expects further portfolio
adjustments at APM as management determines which businesses can
generate strong stable margins and acceptable growth rates.

Moody's views the Pharmachem acquisition as strategically sound and
providing good growth opportunities. Pharmachem is a leading
provider in customized solutions to the nutraceuticals, flavors and
fragrances, laundry, food and beverage industries; which combines
well with Ashland's formulation and excipients expertise and
provides good growth opportunities outside North America.
Pharamchem revenues and EBITDA are expected to be $300 million and
$60 million as of FY2017E, respectively; the $660 million purchase
price reflects a 10.5x multiple.

But the acquisition comes at a time when Valvoline is being
separated from the portfolio, resulting in a smaller less
diversified new Ashland, and removing from the portfolio what was a
strong and stable earnings contributor with an above par
return-on-asset profile. The acquisition will increase debt to over
$2.7 billion from just under $2.2 billion immediately following the
transaction, with leverage expected to be 4.2x Debt/EBITDA by YE
2017.

Ashland's SGL-2 Speculative Grade Liquidity rating reflects its
good liquidity position, which is supported by $470 million in cash
balances at March 31, 2017 (Pro Forma for Valvoline separation),
availability of $748 million as of March 31, 2017 on the existing
$800 million senior unsecured revolver, and expectations for modest
positive free cash flow generation. The existing revolver will be
replaced by a new $800 million secured revolving credit facility
maturing in 2024.

The new revolver, TLA and TLB are secured by a perfected first
priority lien on the capital stock and certain assets held by
domestic guarantors (subject to customary and appropriate
exceptions), but excluding real estate. Security falls away if the
TLB is fully repaid and ratings are at the Ba1 level from both
rating agencies. The revolver and TLA have maintenance financial
covenants including maximum consolidated net leverage of 4.5x and
minimum consolidated interest coverage of 3.0x on a four quarter
rolling basis. The TLB does not have financial covenants.

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

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

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



ASTORIA ENERGY: Moody's Cuts Sr. Secured Loans Rating to B1
-----------------------------------------------------------
Moody's Investors Service downgraded Astoria Energy LLC's (Astoria
Energy) senior secured credit facilities to B1 from Ba3. Concurrent
with this rating action, Moody's revised Astoria Energy's rating
outlook to stable. In addition to approximately $714 million in
outstanding senior secured term loan B due December 2021, Astoria
Energy has an approximate $70 million senior secured revolving
credit facility maturing December 2019. Astoria Energy indirectly
owns a 585 megawatt (MW) natural gas-fired combined-cycle
generating facility in New York City.

RATINGS RATIONALE

The downgrade to B1 from Ba3 reflects Astoria Energy's substantial
leverage given lower than expected deleveraging and expectations
that debt reduction will be much less in the next few years.
Astoria Energy's financial performance has weakened as New York
State's aggressive renewable and energy efficiency directives
negatively impact capacity and energy markets. Moody's anticipates
that debt outstanding at maturity is likely to remain above $550
million and that debt reduction over the life of the term loan will
amount to $230-$250 million in aggregate compared to over $380
million originally envisioned under Moody's downsides case.
Leverage as measured by funds from operations to debt (FFO/Debt)
approximated 6.5% in fiscal years 2015 and 2016 and will remain
below 10% in the next few years, financial performance more
consistent with the B rating category. On a debt/EBITDA basis,
leverage was around 8.0x at year-end 2016 and is expected to remain
around this level over the coming years owing to weaker than
expected energy and capacity pricing in the New York City market.

Astoria Energy's projected financial metrics are based upon
expected gross margins ranging from $100-115 million, which assume
near term on-peak power prices averaging $49/MWh and capacity
prices between $8.50/kw-mo to $10.6/kw-mo, respectively. As a point
of reference, 2017 capacity prices for Zone J in New York City are
highly likely to be below $8/kw-mo on an annual basis, based upon
already known capacity auction results through October 2017. Future
capacity prices are influenced by load growth, which are hampered
by energy efficiency measures, and increased distributed energy
resources. New York's capacity auctions are determined largely on a
spot or 6-month strip basis.

Despite the significant leverage, Astoria Energy remains a solid
generating asset and is very competitive for the market in which it
operates, achieving low operating heat rates of around 7,300
Btu/kWh and a fairly stable capacity factor of around 70%. Astoria
Energy's management continues to be active in seeking cost-saving
measures, most recently including restructuring its
gas-distribution agreement with Consolidated Edison Company of New
York (CECNY: A2, stable); re-negotiating its Contractual Services
Agreement with General Electric International (unrated affiliate of
General Electric Company: A1, Stable) and arranging for a
third-party operator in NAES Corporation. Collectively, management
anticipates these initiatives will enable Astoria Energy to save
approximately $3-5 million on costs per annum. The B1 rating also
recognizes the make-up of Astoria Energy's current owners, which
includes a diversified group of international power conglomerates
and industry-focused private equity investors. Nearly 80% of the
economic ownership comes from affiliates of investment grade-rated
Mitsui & Co. and ENGIE SA (formerly GDF Suez).

The stable rating outlook reflects expectations of sound operating
and financial performance. The stable rating also factors in
continued project deleveraging over time, albeit a much lower pace
than anticipated.

Astoria Energy's rating could be upgraded upon achieving consistent
FFO/Debt metrics that exceed 10% and DSCRs above 2.5x on sustained
basis. Higher than expected debt reduction that results in the
outstanding term loan being below $600 million by 2018 could also
warrant consideration of a upward rating pressure.

The ratings could be downgraded if FFO/Debt and DSCRs remain
consistently less than 5% and 1.5x, respectively. Substantially
weak operating performance with availability below 90% or forced
outage rates above 10% could also warrant negative rating action.
Astoria Energy LLC is directly owned by Astoria Project Partners
(APP). APP itself is owned by a consortium of affiliates of ENGIE
SA (formerly known as GDF Suez) (A2, stable), Mitsui & Co. Ltd. (
(P)A3, negative), ARES/Energy Investors Funds (ARES/EIF) and
Harbert/JEMB. ARES/EIF and Harbert are private equity funds with
substantial industry expertise, and JEMB is a real estate and
energy investment firm.

The principal methodology used in these ratings was Power
Generation Projects published in December 2012.



ATS CONSOLIDATED: S&P Assigns 'B' CCR; Outlook Stable
-----------------------------------------------------
S&P Global assigned its 'B' corporate credit rating to Mesa,
Ariz.-based ATS Consolidated Inc.  The outlook is stable.  ATS is
being acquired by Platinum Equity.

At the same time, S&P assigned its 'B' issue-level rating and '3'
recovery rating to the company's proposed $325 million first-lien
term loan due 2024.  The '3' recovery rating indicates S&P's
expectation for meaningful recovery (50-70%, rounded estimate: 60%)
in the event of payment default.

S&P also assigned its 'CCC+' issue-level rating and '6' recovery
rating to the company's proposed $100 million second-lien term loan
due 2025.  The '6 recovery rating indicates S&P's expectation for
negligible recovery (0-10%; rounded estimated: 0%) in the event of
payment default.

"The rating on ATS reflects the company's small size relative to
rated peers, significant customer concentration, litigation risk,
and its high leverage post-transaction above 5x," said S&P Global
Ratings credit analyst Kenneth Fleming.  The company's solid market
position in a growing, albeit niche market, its long-standing
customer relationships, and its ability to scale the business
profitably partly offset these risks.  S&P expects ATS's credit
metrics and revenues to improve slightly over its forecast period.
Pro forma for the transaction, adjusted leverage will be around
5.3x and free cash flow to debt will be in the mid- to
high-single-digit percent area in the next 12 months.

The outlook is stable, reflecting S&P's expectation that the
company's credit ratios will improve marginally, as the company
starts to implement cost saving initiatives under its new financial
sponsor.  S&P expects debt to EBITDA of below 5.0x and it expects
free cash flow to debt to be in the mid- to high-single-digit
percent area over the next 12 months.


BARONG LLC: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: Barong, LLC
        Box 2023
        Avon, CO 81620

Case No.: 17-14551

Business Description: Unavailable

Chapter 11 Petition Date: May 16, 2017

Court: United States Bankruptcy Court
       District of Colorado (Denver)

Judge: Hon. Elizabeth E. Brown

Debtor's Counsel: Jenny M.F. Fujii, Esq.
                  KUTNER BRINEN, P.C.
                  1660 Lincoln St., Ste. 1850
                  Denver, CO 80264
                  Tel: 303-832-2400
                  E-mail: jmf@kutnerlaw.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Shaon Mou, manager.

The Debtor has no unsecured creditors.

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

         http://bankrupt.com/misc/cob17-14551.pdf


BELLS FOOD: Can Use Up to $100,000 in Cash Collateral Until May 23
------------------------------------------------------------------
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 $100,000 on an interim basis, in addition to the $50,000 use of
cash previously authorized on an emergency basis, until the final
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 pre-petition, as the same may ultimately be determined,
to the extent of cash collateral actually used by the Debtor.

As additional adequate protection to KeyBank, the Debtor is
directed to make monthly adequate protection payments in a sum
equal to the amount calculated by multiplying the outstanding
principal balance of the line of credit by Prime plus 0.5%,
commencing on June 1, 2017.

A final hearing on the Debtor's continued use of cash collateral
will be held on May 23, 2017 at 9:30 a.m.

A full-text copy of the Order, dated May 11, 2017, is available at
https://is.gd/Eonp8e

              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.


BOLT INFRASTRUCTURE: Moody's Assigns B2 Corporate Family Rating
---------------------------------------------------------------
Moody's Investors Service assigned new ratings for Bolt
Infrastructure Merger Sub, Inc., a temporary acquisition vehicle
that will be merged with TRC Companies, Inc. (TRC), including a B2
Corporate Family Rating (CFR) and a B2-PD Probability of Default
Rating (PDR). Concurrently, Moody's assigned B2 ratings to the
company's proposed senior secured (first lien) bank credit
facilities, including a $60 million revolver and a $315 million
term loan. The ratings outlook is stable.

Proceeds from the term loan issuance will augment equity from
financial sponsor New Mountain Capital, LLC and be used to take the
company private for an aggregate transaction equity value of
approximately $600 million, plus the repayment of existing debt and
payment of related transaction fees and expenses. The new $60
million revolver is expected to remain undrawn at closing.

"TRC's leverage profile and anticipated free cash flow generating
ability position the company reasonably well in the broad B2 rating
category," according to Prateek Reddy, Moody's lead analyst for the
company. "The ratings incorporate TRC's small scale and event risks
associated with potential acquisitions and financial sponsor
ownership, as well as the company's exposure to some stressed end
markets," added Reddy.

The assigned ratings are subject to review of final documentation
and no material changes in the size, terms and conditions of the
transaction. Upon closing of the transaction, Bolt Infrastructure
Merger Sub, Inc. will be merged with and into TRC Companies, Inc.,
the sole-surviving entity that will own the equity of all operating
subsidiaries.

The following is a summary of Moody's rating assignments for Bolt
Infrastructure Merger Sub, Inc., which will merge with TRC
Companies, Inc.:

Corporate Family Rating, B2

Probability of Default Rating, B2-PD

$60 Million Senior Secured First Lien Revolving Credit Facility
due 2022, B2 (LGD3)

$315 Million Senior Secured First Lien Term Loan due 2024, B2
(LGD3)

RATINGS RATIONALE

TRC's B2 Corporate Family Rating broadly reflects the company's
small scale in the context of a highly fragmented industry, and its
exposure to the cyclically pressured oil & gas industry which
contributes to expectations of only limited improvement in key
credit metrics through 2018. Growth through acquisition elevates
both financing and integration risk, which could also limit margin
improvement and add to prospective earnings volatility.
Uncertainties inherent to contract cost estimating, meeting
requisite performance standards, and the involvement of
subcontractors impose additional risks related to ultimate
profitability levels. However, pro forma credit metrics, including
5.2x Debt-to-EBITDA (incorporating Moody's standard adjustments and
giving credit for deemed one-time expenses) and EBITA-to-interest
above 2x, coupled with the ability to generate good free cash flow,
serve to position the company well within the B2 rating category.
The rating is also supported by revenue and earnings visibility
provided by the company's backlog and high customer retention
rates. TRC is exposed to a diverse set of end markets
(environmental, power, infrastructure and oil & gas) and has
minimal customer concentration. A good liquidity profile also
underpins Moody's assessment of credit risk and the assigned
ratings.

The stable ratings outlook reflects Moody's expectation of at least
low single-digit organic revenue growth and EBITDA margin
maintenance at current levels (about 12%). Absent material
debt-funded acquisitions, leverage should very gradually improve to
about 4.5x as earnings grow and free cash flow is applied to reduce
term borrowings.

The B2-PD PDR is in line with the B2 CFR, reflecting Moody's
expectation for an average family recovery level in a distress
scenario. Despite the all-bank-debt structure, the expectation for
an average family recovery reflects the deemed covenant light
nature of the springing financial test, and the associated lack of
protection for bank creditors on a relative basis compared to more
traditional maintenance tests in terms of accelerating claims under
a default scenario and preserving otherwise higher enterprise
value. The credit facilities are also rated B2 (LGD3), also in line
with the B2 CFR, and incorporate the first lien priority claim of
this debt with respect to substantially all assets of the company
albeit in the absence of any meaningful junior-ranking claims.

The ratings could be downgraded if revenue declines or
Moody's-adjusted Debt-to-EBITDA rises and is sustained above 6x. A
deterioration in liquidity with free cash flow-to-debt sustained
below 2% could also pressure ratings, as could debt funded
acquisitions or special dividends.

Although unlikely given the company's small scale, ratings could be
upgraded if free cash flow is used to reduce debt balances in lieu
of acquisitions, leading to Moody's-adjusted Debt-to-EBITDA
sustained below 4x. Sustained free cash flow-to-debt above 8% would
also likely be needed for ratings to warrant consideration for
prospective upgrade.

Headquartered in Windsor, CT, TRC is a national engineering,
consulting, and construction management firm that services
Environmental (41% of total LTM March 31, 2017 revenue), Power
(35%), Infrastructure (14%), and Oil & Gas (10%) markets. The
company serves a broad range of industrial, commercial, and
government clients by managing projects from initial concept and
design to delivery and operations. Following the proposed
acquisition, TRC will be owned by affiliates of New Mountain
Capital LLC. Reported net service revenue for the twelve month
period ended March 31, 2017 was $513 million.

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


BOSS REAL ESTATE: U.S. Trustee Unable to Appoint Committee
----------------------------------------------------------
An official committee of unsecured creditors has not yet been
appointed in the Chapter 11 case of Boss Real Estate Holdings, LLC,
as of May 16, according to a court docket.

             About Boss Real Estate Holdings, LLC

Boss Real Estate Holdings, LLC, based in Gilbert, AZ, filed a
Chapter 11 petition (Bankr. D. Ariz. Case No. 17-03716) on April
10, 2017.  The Hon. Brenda Moody Whinery presides over the case.
Ronald J. Ellett, Esq., at Ellet Law Offices, P.C., serves as
bankruptcy counsel.

In its petition, the Debtor estimated $1 million to $10 million in
both assets and liabilities. The petition was signed by Michael
Harris, member/manager.


CAESARS ENTERTAINMENT: Regulator Okays Leases for Two Casinos
-------------------------------------------------------------
Jeannie O'Sullivan, writing for Bankruptcy Law360, reports that the
Casino Control Commission has approved the leases for the new
operation structure of two Atlantic City casinos currently
controlled by Caesars Entertainment Corp.

According to Law360, the development advances plans for Caesars
Atlantic City and Bally's Park Place to operate under the pending
merger of Caesars Entertainment and Caesars Acquisition Co.

                   About Caesars Entertainment

Caesars Entertainment Corp., formerly Harrah's Entertainment Inc.,
is one of the world's largest casino companies.  Caesars casino
resorts operate under the Caesars, Bally's, Flamingo, Grand
Casinos, Hilton and Paris brand names.  The Company has its
corporate headquarters in Las Vegas.  Harrah's announced its
re-branding to Caesar's in mid-November 2010.

In January 2015, Caesars Entertainment and subsidiary Caesars
Entertainment Operating Company, Inc., announced that holders of
more than 60% of claims in respect of CEOC's 11.25% senior secured
notes due 2017, CEOC's 8.5% senior secured notes due 2020 and
CEOC's 9% senior secured notes due 2020 have signed the Amended and
Restated Restructuring Support and Forbearance Agreement, dated as
of Dec. 31, 2014, among Caesars Entertainment, CEOC and the
Consenting Creditors.  As a result, The RSA became effective
pursuant to its terms as of Jan. 9, 2015.

Appaloosa Investment Limited, et al., owed $41 million on account
of 10% second lien notes in the company, filed an involuntary
Chapter 11 bankruptcy petition against CEOC (Bankr. D. Del. Case
No.  15-10047) on Jan. 12, 2015.  The bondholders are represented
By Robert S. Brady, Esq., at Young, Conaway, Stargatt & Taylor
LLP.

CEOC and 172 other affiliates -- operators of 38 gaming and resort
properties in 14 U.S. states and 5 countries -- filed Chapter 11
bankruptcy petitions (Bank. N.D. Ill.  Lead Case No. 15-01145) on
Jan. 15, 2015.  CEOC disclosed total assets of $12.3 billion and
total debt of $19.8 billion as of Sept. 30, 2014.

Delaware Bankruptcy Judge Kevin Gross entered a ruling that the
bankruptcy proceedings will proceed in the U.S. Bankruptcy Court
for the Northern District of Illinois.

Kirkland & Ellis serves as the Debtors' counsel.  AlixPartners is
the Debtors' restructuring advisors.  Prime Clerk LLC acts as the
Debtors' notice and claims agent.  Judge Benjamin Goldgar presides
over the cases.

The U.S. Trustee has appointed an official committee of second
priority noteholders and an official unsecured creditors'
committee.

The U.S. Trustee appointed Richard S. Davis as Chapter 11 examiner.
The examiner retained Winston & Strawn LLP, as his counsel;
Alvarez & Marsal Global Forensic and Dispute Services, LLC, as
financial advisor; and Luskin, Stern & Eisler LLP, as special
conflicts counsel.

                       *     *     *

On Jan. 17, 2017, the U.S. Bankruptcy Court for the Northern
District of Illinois confirmed the Third Amended Joint Plan of
Reorganization of Caesars Entertainment Operating Company, Inc. and
its affiliated debtors.


CALEXICO COMMUNITY RDA: S&P Lowers Rating on 2011 Bonds to 'CCC-'
-----------------------------------------------------------------
S&P Global Ratings lowered its rating to 'CCC-' from 'B' on
Calexico Community Redevelopment Agency (RDA), Calif.'s series 2011
school district bonds.  The rating remains on CreditWatch with
negative implications.  At the same time, S&P Global Ratings
removed its rating on the agency's senior-lien tax allocation bonds
(TABs) from CreditWatch with negative implications and affirmed it
at 'A-'.  The outlook on the senior-lien TAB rating is stable.

"The downgrade on the 2011 school district bonds is based on our
view of the agency's April event filing noting that funds on hand
in the debt service reserve are insufficient to make the August
payment, and our understanding that the search for a resolution to
the stalemate concerning the distribution of pledged pass-through
amounts and the fate of the 2011 school district bond proceeds has
thus far proven unsuccessful," said S&P Global Ratings credit
analyst Sarah Sullivant.

The 'CCC-' rating reflects our opinion that a default or redemption
on the bonds within the next 90 days is a virtual certainty absent
an unforeseen positive development.  The CreditWatch negative
status on the pass-through TAB rating reflects S&P's view that
there is at least a one-in-two likelihood of a negative rating
action within 90 days.

A downgrade on the 2011 school district bonds is possible should
the RDA, Imperial County, the school district, and the Department
of Finance fail to resolve the impasse affecting the distribution
of pledged revenues within the next 90 days, resulting in a default
on Aug. 1.  Alternately, S&P could remove the ratings from
CreditWatch if the dispute were resolved, as we believe pledged
pass-through payments are sufficient to pay bondholders absent
disagreements between the above parties.

"The CreditWatch removal on the senior TABs reflects our opinion
that payment on the senior TABs will not likely be affected by the
dispute over pass-through payments," continued Ms. Sullivant.
"Revenue to support the senior TABs is sufficient to make payments,
and we do not expect cash flow interruptions."

The stable outlook on the senior TABs reflects S&P's view that the
pass-through dispute issue is unlikely to affect payment on the
agency's bonds not secured by pass-through payments, and that the
tax base will continue generate sufficient revenue to support debt
service on the senior TABs.  S&P could raise the rating should
assessed value (AV) grow substantially and coverage increase to a
level S&P considers commensurate with those of higher-rated peers.
However, S&P could lower the rating should project area AV decline,
resulting in lower coverage relative to the agency's taxpayer
concentration and historical AV declines.


CAMPBELLTON-GRACEVILLE: Has Consent to Access Up to $138K Cash
--------------------------------------------------------------
Judge Karen K. Specie of the U.S. Bankruptcy Court for the Northern
District of Florida entered an interim order authorizing
Campbellton-Graceville Hospital Corporation to use cash collateral.
Lender The People's Choice Hospital has consented and agreed to
the entry of the interim order.

The Debtor is authorized to utilize up to $138,015 of the cash
collateral to pay the amounts set forth in the Wage Motion and for
the use of up to $40,000 for incidental cash needs for a one week
period as set forth in the Budget, while the Debtor and People's
Choice Hospital seek to resolve cash collateral issues.

The Debtor is directed (a) to provide an accounting to People's
Choice Hospital of all funds received and disbursed during the
preceding week, and (b) not to make any expenditures in excess of
those amounts set forth in the Budget without the prior written
consent of People's Choice Hospital.

People's Choice Hospital alleges that it hold a first priority lien
on all of the Debtor's property, including cash collateral by
virtue of that certain: (a) Consulting Agreement by and between
People's Choice Hospital and the Debtor; (b) Security Agreement
executed by the Debtor in favor of People's Choice Hospital; (c)
Mortgage and Security Agreement; and (d) Mortgage and Security
Agreement. As of the Petition Date, People's Choice Hospital
asserts that it is owed at least $1,300,000.

People's Choice Hospital is granted a valid, perfected and
enforceable replacement liens, automatically and retroactively
effective as of the Petition Date and to the same extent, validity,
and priority of the prepetition lien to secure the amount of
People's Choice Hospital's prepetition claims in all right, title,
and interest of the Debtor in postpetition cash collateral. In
addition, all proceeds of People's Choice Hospital's prepetition
collateral that would be subject to People's Choice Hospital's
security interests or liens will also be subject to the Adequate
Protection Liens.

A further hearing to consider the use of cash collateral will be
held on May 18, 2017 at 2:00 p.m.

A full-text copy of the Agreed Interim Order, dated May 11, 2017,
is available at https://is.gd/mZggvR

           About Campbellton-Graceville Hospital

As a critical access facility, Campbellton-Graceville Hospital --
http://www.c-ghospital.com/-- provides a maximum of 25 swing
bed/inpatient acute care beds, coordinated services with local
hospice providers, dietary planning, discharge planning, emergency
services, hospice care, nursing CEUs, outpatient physical therapy
services, patient education, pharmacy services for inpatient care
and volunteer services.

Campbellton-Graceville Hospital Corporation filed a Chapter 11
petition (Bankr. N.D. Fla. Case No. 17-40185), on May 5, 2017.  The
petition was signed by Marshall Glade of GlassRatner Advisory &
Capital Group, LLC, chief restructuring officer.  At the time of
filing, the Debtor estimated $1 million to $10 million in assets
and $10 million to $50 million in liabilities.

The case is assigned to Judge Karen K. Specie.

The Debtor is represented by Brian G. Rich, Esq. at Berger
Singerman LLP.


CAMPBELLTON-GRACEVILLE: Has Urgent Need to Use Cash to Pay Wages
----------------------------------------------------------------
Campbellton-Graceville Hospital Corporation seeks authorization
from the U.S. Bankruptcy Court for the Northern District of Florida
to use cash collateral on an interim basis.

The Debtor submits that, in the ordinary course of business, it
operates a not-for-profit 25-bed critical access hospital that
serves northern Florida, as well as surrounding areas in Georgia
and Alabama, and generally, the funds collected by the Debtor are
used to fund the Debtor’s business operations.

As such, the Debtor tells the Court that it has the immediate need
to pay wages on May 12, 2017, in the amount of $125,819 of
pre-petition wages, plus $12,195 post-petition wages owed, for a
total of $138,015, as set forth in the Wage Motion. The Debtor
asserts that absent the payment of these wages, the Debtor may be
forced to shut down and be unable to provide the necessary
healthcare services that it provides to the community.  

Additionally, the Debtor needs to utilize up to $40,000 for the
payment of necessary and incidental costs associated with running
the hospital as provided in the Budget. The Budget provides total
cash uses in the aggregate sum of $153,736 for week ending May 14,
2017, $120,314 for week ending May 21, 2017, and $154,974 for week
ending May 28, 2017.

The Debtor identifies The People's Choice Hospital, LLC as its
secured creditor claiming an interest in the cash collateral. The
People's Choice Loan Documents purport to cover substantially all
of the Debtor's property, including cash, though the Debtor may
dispute the extent of People's Choice's security interest in its
cash. The Parties, however, have agreed that these issues will need
to be resolved.

The Debtor and People's Choice have agreed to the terms of this
limited cash collateral agreement for purposes of funding the
initial payroll obligations, particularly to pay pre-petition
wages, as the Parties seek to continue negotiations over a more
fulsome cash collateral agreement.

A full-text copy of the Debtor's Agreed Motion, dated May 11, 2017,
is available at https://is.gd/AQqRC3

           About Campbellton-Graceville Hospital

As a critical access facility, Campbellton-Graceville Hospital --
http://www.c-ghospital.com/-- provides a maximum of 25 swing
bed/inpatient acute care beds, coordinated services with local
hospice providers, dietary planning, discharge planning, emergency
services, hospice care, nursing CEUs, outpatient physical therapy
services, patient education, pharmacy services for inpatient care
and volunteer services.

Campbellton-Graceville Hospital Corporation filed a Chapter 11
petition (Bankr. N.D. Fla. Case No. 17-40185), on May 5, 2017.  The
petition was signed by Marshall Glade of GlassRatner Advisory &
Capital Group, LLC, chief restructuring officer.  At the time of
filing, the Debtor estimated $1 million to $10 million in assets
and $10 million to $50 million in liabilities.

The case is assigned to Judge Karen K. Specie.

The Debtor is represented by Brian G. Rich, Esq. at Berger
Singerman LLP.


CAPSTONE PEDIATRICS: Hearing on Plan Outline Set for June 13
------------------------------------------------------------
The Hon. Randal S. Mashburn of the U.S. Bankruptcy Court for the
Middle District of Tennessee has scheduled for June 13, 2017, at
9:00 a.m. the hearing to consider the approval of Capstone
Pediatrics, PLLC's amended disclosure statement dated May 2, 2017,
referring to the Debtor's first amended plan of reorganization.

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

The TCR previously reported that under the plan, general unsecured
creditors will be paid in full over 15 years.  Cash generated from
Debtor's continued operations, together with anticipated cost
savings from reduced rents, lower provider overhead, and a
negotiated reduced minimum billing amount for Athenahealth will
enable Debtor to generate sufficient cash flow to make all payments
due under the Plan.

                     About Capstone Pediatrics

Capstone Pediatrics, PLLC, aka Centennial Pediatrics, is a
physician-owned pediatric practice headquartered in Nashville,
Tennessee.  The Company was formerly known as Centennial
Pediatrics.  It was acquired by Dr. Gary Griffieth and his sister,
Winnie Toler, in late 2013 from Dr. Edward Hamilton, who was
convicted on a misdemeanor fraud.

The Debtor filed for Chapter 11 bankruptcy protection (Bankr. M.D.
Tenn. Case No. 15-09031) on Dec. 18, 2015, estimating its assets at
between $1 million and $10 million and liabilities at between $10
million and $50 million.  The petition was signed by Gary G.
Griffieth, chief executive officer.  Judge Randal S. Mashburn
presides over the case.  Griffin S Dunham, Esq., at Emerge Law PLC
serves as the Debtor's bankruptcy counsel.


CARTEL MANAGEMENT: Can File Reorganization Plan Until Sept. 30
--------------------------------------------------------------
Judge Deborah J. Saltzman of the U.S. Bankruptcy Court for the
Central District of California extended the exclusivity period for
Cartel Management, Inc., and Titans of Mavericks, LLC to file a
plan of reorganization to September 30, 2017, as well as the
exclusivity period for the Debtors to obtain acceptance of a plan
to November 30, 2017, without prejudice to the Debtors' right to
request further extensions.

The Troubled Company Reporter has previously reported that the
Debtors sought for an extension, asserting that their goal had been
to develop an appropriate exit strategy, which will involve either
the sale of their assets or a substantial equity infusion in the
Debtors for the benefit of creditors.  Currently, the Debtors have
developed a valuable sporting event brand with the attendant and
required intellectual properties to exploit such brand
successfully. The Debtors have been in active discussions with
interested parties regarding their assets, bankruptcy cases, and
potential transactions.

The Debtors contended that they promote, organize, and host one of
the most famous sporting events in big wave surfing, known as
Titans of Mavericks at the Pacific Ocean surf break popularly known
as Mavericks located near Half Moon Bay, California.  This one-day,
invitation only, surfing competition attracts professional big wave
surfers from across the globe -- limited to 24 of the world's best
male surfers, and six of the world's best female surfers. The
current competition date spans from November 1, 2016 through March
31, 2017.

The Debtors claimed that when weather and surf conditions are
determined to be satisfactory, notice is provided to the
contestants of the commencement of the event. However, the event
does not necessarily occur every year -- if weather and wave
conditions are not deemed satisfactory, the event is not held.

The Debtors believed that during the next approximate 90 to 120
days, they will be in a position to present to the Court a proposed
sale or other transaction which will pave the way for the payment
of creditors in these cases.  However, at this time, there are
simply too many contingencies and moving pieces for the Debtors to
be able to propose, or proceed with, a plan of reorganization,
since the actual terms of any plan will in substantial part depend
on what type of transaction the Debtors are able to negotiate and
the specific terms of that transaction.

Given these case realities, the Debtors contended that the more
prudent approach would be to continue to market their assets,
continue to negotiate with interested parties, and obtain the
necessary financial and other commitments, prior to filing and
attempting to obtain approval of a plan of reorganization.

               About Cartel Management Inc.

Cartel Management, Inc. and Titans of Mavericks, LLC, together,
promote, organize and host a sporting event in "big wave" surfing
known as "Titans of Mavericks" at the Pacific Ocean surf break
popularly known as "Maverick's" located near Half Moon Bay,
California.

Cartel and Titans filed Chapter 11 petitions (Bankr. C.D. Cal. Lead
Case No. 17-11179) on Jan. 31, 2017.  The petitions were signed by
Griffin Guess, president of Cartel. Judge Deborah J. Saltzman
presides over the cases.  

The Debtors are represented by David L. Neale, Esq., at Levene,
Neale, Bender, Yoo & Brill LLP, in Los Angeles, California.  The
Debtors tapped Hartford O. Brown, Esq. at Klinedinst PC as special
counsel in relation to the potential sale of their assets, and to
handle disputes with Red Bull Media House North America, Inc. and
other third parties. The Debtors also tapped Tyler Paetkau, Esq. of
Hartnett, Smith & Paetkau to represent them on certain proceedings,
including administrative proceedings before the San Mateo County
Harbor District, the California Coastal Commission, the San Mateo
County Planning and Building Department, and National Oceanic and
Atmospheric Administration.

At the time of filing, Cartel estimated assets of less than $1
million and estimated liabilities of $1 million to $10 million.
Titans estimated assets of less than $50,000 and liabilities of
less than $500,000.  


CC LLC: Hires Burr and Forman as Counsel
----------------------------------------
CC, LLC seeks authorization from the U.S. Bankruptcy Court for the
Middle District of Florida to employ Burr and Forman, LLP as
counsel.

The Debtor requires Burr and Forman to:

     a. give the Debtor legal advice with respect to its duties and
responsibilities as a debtor-in-possession;

     b. take any necessary action to protect the interests of the
Debtor;

     c. prepare on behalf of or to assist the Debtor in preparing,
as debtor-in-possession, all necessary applications, answers,
orders, reports and legal papers including, without limitation,
those needed to consummate the confirmed plan of reorganization and
the Plain of Termination (as defined in the Affidavit of Edmund S.
Whitson).

     d. perform all other legal services for the Debtor, as
debtor-in-possession, which may be necessary.

Burr and Forman will be paid at $385 per hour.  Burr and Forman
will also be reimbursed for reasonable out-of-pocket expenses
incurred.

Edmund S. Whitson, III, Esq., Burr and Forman, 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.

The Court previously approved the law firm of Bernard Morse as
counsel to the Debtor.  On April 21, 2017, Mr. Morse withdrew as
counsel to the Debtor due to his retirement from the law practice.

Burr and Forman may be reached at:

      Edmund S. Whitson, III, Esq.
      Burr and Forman, LLP
      201 North Franklin Street, Suite 3200
      Tampa, FL 33602
      Tel: (813) 221-2626
      Fax: (813) 221-7335
      E-mail: ewhitson@burr.com

                           About CC LLC

CC, LLC, doing business as Baymont Inn Suites, Orlando, filed a
Chapter 11 petition (Bankr. M.D. Fla. Case No. 12-03886) on March
16, 2012.  The petition was signed by Kenneth W. Franklin, Jr.,
managing member.  

At the time of the filing, the Debtor estimated its assets at $1
million to $10 million and debts at $10 million to $50 million.


CENTURYLINK INC: Fitch Maintains BB+ IDR on Negative Watch
----------------------------------------------------------
Fitch Ratings has maintained the 'BB+' Issuer Default Ratings
(IDRs) assigned to CenturyLink, Inc. (CenturyLink) (NYSE: CTL) and
its subsidiaries on Rating Watch Negative. Fitch has also assigned
a 'BB+/RR1' rating to CenturyLink's senior secured term loan B due
2025. The senior secured term loans are part of the transaction
financing for the acquisition of Level 3 Communications, Inc.
(LVLT). The 'BB+/RR1' issue rating reflects the credit profile of
CenturyLink following the close of the transaction, which Fitch
expects to close by the end of third quarter 2017. CTL and LVLT
received shareholder approvals in March 2017.

In October 2016, CenturyLink and LVLT entered into a definitive
agreement whereby CenturyLink will acquire LVLT in a cash and stock
transaction. LVLT's existing debt will remain outstanding. To fund
the transaction, CenturyLink has $9.6 billion in secured financing
commitments, including a $2 billion revolver. The secured financing
will be guaranteed by existing CenturyLink subsidiaries (including
EQ), except for QC, and by a new holding company (HoldCo) that will
be formed and become LVLT's parent. The stock of LVLT and QC will
be pledged as collateral for the facilities.

The Negative Watch for CenturyLink's IDR reflects the increase in
leverage pro forma for the transaction. Fitch estimates that at the
end of 2018, the first full year following the expected close of
the transaction, gross leverage will approximate 4.0x. As currently
proposed, the transaction would potentially lead to a one-notch
downgrade for CenturyLink to 'BB' and a Stable Rating Outlook.

Based on a potential one-notch downgrade of CenturyLink's IDR to
'BB', Fitch would likely take the following rating actions:

-- A one-notch downgrade of CenturyLink's and Qwest Capital
    Funding's senior unsecured debt to 'BB'/'RR4'. The one-notch
    downgrade is consistent with Fitch's notching treatment of
    issue ratings with 'RR4' recoveries, reflecting a rating at
    the same level as the IDR.

-- A one-notch downgrade of QC's senior unsecured debt to
    'BB+'/'RR2'. The one-notch downgrade is consistent with
    Fitch's recovery rating criteria that limit unsecured issue
    ratings to one notch above the IDR.

-- A two-notch downgrade of Embarq Corp.'s (EQ) senior unsecured
    debt to 'BB'/'RR4'. Due to EQ's guarantee of CenturyLink's
    secured credit facility, the priority of the EQ senior notes
    will rank pari passu with the credit facility. The downgrade
    reflects the reduced amount of residual value available to EQ
    bondholders because of the incremental secured credit facility

    debt.

-- Maintain the 'BBB-'/'RR1' issue rating at Embarq Florida, Inc.

Resolution of the Rating Watch depends on an evaluation of a number
of factors, including Fitch's further analysis of CenturyLink's
final, post-acquisition capital structure, an assessment of
CenturyLink's financial policies, the execution risks associated
with the integration of LVLT, and the effect of conditions placed
on the transaction by the regulatory approval process.

The affirmation of LVLT's 'BB' IDR in October 2016 reflects the
proposed structure of the transaction. Holdco, which will become
LVLT's new parent, will guarantee the acquisition financing at
CenturyLink. The stock of LVLT also will secure the new financing
at CenturyLink. The existing LVLT capital structure will remain in
place and LVLT will not provide a guarantee to the HoldCo or to the
acquisition debt.

KEY RATING DRIVERS

Fitch views CenturyLink's acquisition of LVLT positively from a
strategic perspective. The combination of both these companies will
create the second largest enterprise service provider in the U.S.
and should benefit from the enhanced scale and operating synergies
over time. Post-acquisition, CenturyLink will also have an
extensive international network.

Parent-Subsidiary Relationship
Following the close of the transaction, Fitch anticipates linking
the IDRs of CenturyLink and LVLT based on the strong operational
and strategic ties.

Deleveraging Expected
Following the close of the transaction, Fitch expects CenturyLink
to delever at a moderate pace through EBITDA growth and debt
repayment. However, Fitch does not expect the company to approach
its 3.0x net leverage target in the three year period following the
close of the transaction.

KEY ASSUMPTIONS

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

-- Revenue and EBITDA loss from the data centers reflecting
   the sale as of May 1, 2017.

-- Although the LVLT acquisition is expected to close around
   Sept. 30, 2017, the forecast assumes it closes towards the end
   of fiscal 2017. LVLT's operations are fully incorporated
   starting in fiscal 2018.

-- CTL revenues decline 2% or less in 2017 and 2018, before
   stabilizing in 2019.

-- Fitch's forecast cost synergies slightly below synergies
   expected by CenturyLink and integration expenses in line with
   CenturyLink's expectations.

-- The company benefits from $9 billion of unused NOLs from LVLT
   starting in 2018.

-- Additional one-time cash taxes related to the data center sale
   are paid in 2017.

-- Share repurchases are suspended while the company deleverages
   back to its net leverage target.

For LVLT, Fitch's key assumptions within the agency's rating case
include:

-- The base case assumes a continuation of a rational pricing
   environment and stable macro-economic conditions.

-- LVLT is largely successful in capitalizing on operating
   leverage to expand growth in gross margin and EBITDA margin
   during the forecast period.

-- CNS revenue growth ranging between 2% and 3% driven by
   continued strong growth within the company's North American
   Enterprise segment.

-- LVLT's network access margin (gross margin) growing to over 67%

   by year-end 2017.

-- Capital expenditures will approximate 16% of consolidated
   revenues.

-- Free cash flow (FCF) generation exceeding 13.5% of revenues
   during 2017.

-- Debt levels are expected to remain relatively consistent.

RATING SENSITIVITIES

What Could Lead to a Positive Rating Action:

Should CenturyLink's IDR be downgraded one notch to 'BB', Fitch
does not anticipate a positive action within a 12-to-18-month
rating horizon. To return to the 'BB+' IDR, Fitch would expect
CenturyLink to maintain leverage at 3.0x or lower while
consistently generating positive FCF in the mid-single digits.
Additionally, the company will need to demonstrate consistent
revenue growth, stable or improving margins, and no extensive
delays in reaching expected cost synergies.

What Could Lead to a Negative Rating Action:

Negative rating actions could result from a weakening of
CenturyLink's operating results, including deteriorating margins
and revenue erosion brought on by difficult economic conditions or
competitive pressure. Additionally, should CenturyLink's IDR be
downgraded one-notch to 'BB', negative rating actions could result
from discretionary management decisions including, but not limited
to, execution of merger and acquisition activity that increases
leverage beyond 4.5x in the absence of a credible deleveraging
plan.

LIQUIDITY

CenturyLink's total debt was $20 billion at March 31, 2016, and
readily available cash totalled $139 million (cash excludes $75
million in foreign bank accounts). Financial flexibility is
provided through a $2 billion revolving credit facility that
matures in December 2019. As of March 31, 2017, approximately $1.6
billion of capacity was available under the revolving facility.

Fitch believes CenturyLink has the financial flexibility to manage
upcoming maturities due to its FCF and credit facilities.
Maturities amount to approximately $438 million and $196 million in
2017 and 2018, respectively. Maturities in 2019 total $1.1 billion,
including $375 million of borrowings drawn on the revolving
facility as of March 31, 2017.

For the current $2 billion revolving credit facility, the principal
financial covenants limit CenturyLink's debt to EBITDA for the past
four quarters to no more than 4.0x and EBITDA to interest plus
preferred dividends (with the terms as defined in the agreement) to
no less than 1.5x. QC has a maintenance covenant of 2.85x and an
incurrence covenant of 2.35x. The facility is guaranteed by certain
material subsidiaries of CenturyLink.

The new secured revolving credit facility and term loan A will
limit CenturyLink's debt-to-EBITDA to no more than 5.0x, which
reduces to 4.75x after the second anniversary of the close of the
financing transaction. The credit agreement will also require cash
interest coverage to be no less than 2.0x, and includes incurrence
covenants for LVLT and QC of 3.75x and 1.9x, respectively. In terms
of repayment, CenturyLink is subject to an excess cash flow sweep
of 50%, with step downs to 25% and 0% at total leverage levels of
3.5x and 3.0x, respectively. The excess cash flow calculation
provides credit for voluntary prepayments and certain other
investments.

FULL LIST OF RATING ACTIONS

Fitch has maintained the following ratings on Rating Watch
Negative:

CenturyLink
-- Long-Term IDR 'BB+';
-- Senior unsecured $2 billion RCF 'BB+'/'RR4';
-- Senior unsecured debt 'BB+'/'RR4'.

Embarq Corp.
-- Long-Term IDR 'BB+';
-- Senior unsecured notes 'BBB-'/'RR2'.

Embarq Florida, Inc. (EFL)
-- Long-Term IDR 'BB+';
-- First mortgage bonds 'BBB-'/'RR1'.

Qwest Communications International, Inc. (QCII)
-- Long-Term IDR 'BB+'.

Qwest Corporation (QC)
-- Long-Term IDR 'BB+';
-- Senior unsecured notes 'BBB-'/'RR2'.

Qwest Services Corporation (QSC)
-- Long-Term IDR 'BB+'.

Qwest Capital Funding (QCF)
-- Senior unsecured notes 'BB+'/'RR4'.

Fitch has assigned a 'BB+'/'RR1' issue rating to CenturyLink's
senior secured term loans due 2025. The term loan issue rating
reflects the post-acquisition capital structure and is not on
Rating Watch.


CENTURYLINK INC: Moody's Rates $8.5BB Sr. Sec. Facility at Ba3
--------------------------------------------------------------
Moody's Investors Service has assigned a Ba3 (LGD4) rating to
CenturyLink, Inc.'s $8.5 billion senior secured first lien credit
facility and placed the rating on review for downgrade. The credit
facility consists of a $2.0 billion term loan A, $2.0 billion
revolving credit facility and $4.5 billion term loan B. The
proceeds of the credit facility will be used to finance, in part,
CenturyLink's acquisition of Level 3 Communications, Inc. ("Level
3"), to refinance existing debt and to pay fees and expenses. All
other ratings for CenturyLink and its rated subsidiaries remain
unchanged and on review for downgrade. Upon close of the Level 3
acquisition, Moody's expects the rating for the new credit facility
to be confirmed at Ba3.

RATINGS RATIONALE

CenturyLink's proposed post-acquisition capital structure will
include two large subsidiary credit pools at Level 3 and Qwest
Corp. and a large quantum of unsecured debt at CenturyLink Inc. The
proposed secured credit facility will be subordinate to the two
subsidiary credit pools and rank senior to the unsecured debt of
CenturyLink Inc. The secured credit facility will have a first
priority security interest in the capital stock of Level 3
Communications Inc. and Qwest Corp. The secured credit facility
will also be guaranteed by a newly formed wholly-owned subsidiary
of CenturyLink that will be the holding company for Level 3
Communications, Inc. and each other subsidiary of CenturyLink that
is a guarantor under CenturyLink's existing revolving credit
agreement, including Embarq Corp. and certain of its subsidiaries.
The guarantee and collateral for the secured credit facility
effectively subordinate the unsecured debt at CenturyLink, Inc.,
Embarq Corp. and Qwest Capital Funding, Inc (QCF) while preserving
the seniority of debt at Level 3 and Qwest Corp.

CenturyLink's ratings, including its Ba2 corporate family rating
remain on review for downgrade pending the Level 3 purchase.
Moody's review will focus on the post-close combined company's
leverage and cash flows, as well as its growth potential. Moody's
expects to conclude the review when the transaction is near
certain, and expects that any downgrade of CenturyLink's CFR to be
limited to one notch. All of CenturyLink's parent and subsidiary
debt, except for the credit facility rating assigned above and a
small amount of debt at Embarq Opcos, would be subject to at least
one notch downgrade due to the potential corresponding one notch
downgrade of the CFR. The ratings of unsecured debt at CenturyLink
Inc. and Embarq Corp. could be downgraded by up to two notches due
to the additional subordination incurred by current and future
guaranteed debt issued to finance the transaction.

Moody's placed CenturyLink's Ba2 corporate family rating on review
for downgrade on October 31, 2016 after it agreed to purchase Level
3 (Ba3, stable) for $24.3 billion. CenturyLink intends to finance
the deal with a mix of 40% cash and 60% equity and Moody's
estimates that CenturyLink's leverage (Moody's adjusted) will rise
to around 4.5x at FYE2018 assuming the deal closes by the end of
third quarter 2017. The transaction will enable CenturyLink to
utilize $9 billion of Net Operating Losses from Level 3, which will
offset a portion of the pro forma consolidated company's taxable
income for several years. However, CenturyLink will issue
approximately 521,000 new shares and nearly double its annual cash
dividend from $1.2 billion in FYE2016 to $2.3 billion.

CenturyLink's current Ba2 CFR reflects the company's predictable
cash flows, its broad base of operations and a strong market
position, especially in its fiber-enabled large markets. These
positives are offset by the challenges in reversing the downward
pressure on revenues and EBITDA margins due to competitive forces
and secular changes in the industry. Management's growing tolerance
for higher leverage as evidenced by debt-financed M&A also weighs
on the rating.

Moody's could upgrade CenturyLink's ratings to Ba1 if leverage
(Moody's adjusted) were to be sustained below 3.4x and free cash
flow to debt were in the high single digits. More importantly,
Moody's would need evidence that management is committed to a more
conservative financial policy.

Moody's could downgrade CenturyLink's ratings to Ba3 if leverage
(Moody's adjusted) were to exceed 3.8x or free cash flow turned
negative on a sustained basis, or if capital investment were
reduced to levels that would weaken the company's competitive
position. If CenturyLink successfully acquires Level 3, the
leverage tolerance of the combined business may be higher than
CenturyLink's standalone limit of 3.8x for a Ba2, but it will
remain well below Moody's projected leverage of 4.5x as of year-end
2018. IN fact, CenturyLink's leverage of 4.5x will be very near or
above Moody's upper limit for CenturyLink's Ba3 rating and Moody's
expects leverage to decline as synergy benefits are achieved.

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


CENTURYLINK INC: S&P Retains 'BB' Sr. Unsecured Rating on Watch Neg
-------------------------------------------------------------------
S&P Global Ratings assigned its 'BBB-' issue-level rating and '1'
recovery rating to Monroe, La.-based incumbent telephone provider
CenturyLink Inc.'s $2 billion senior secured revolving credit
facility due 2022, its $1.945 billion term loan A due 2022, and its
proposed $4.5 billion senior secured term loan B due 2025.  The '1'
recovery rating indicates S&P's expectation for substantial (90% to
100%; rounded estimate: 95%) recovery in the event of payment
default.  Net proceeds from the term loans, along with $500 million
drawn on the revolver, will be used to partially fund the
acquisition of Level 3 Communications Inc.  S&P also expects the
company to issue another $1.2 billion of senior secured notes to
complete its financing package.

The secured debt will have a pledge of stock of Level 3
Communications and Qwest Corp. as well as guarantees from Embarq
and a newly formed wholly-owned subsidiary of CenturyLink that will
be the holding company for Level 3.  As part of S&P's analysis, it
assumes that any operating company debt will be structurally senior
to the new secured debt.  S&P also assumes that the new secured
debt shares ratably with the existing Embarq unsecured debt with
respect to the value at that entity and that it has a first
priority position with respect to the value at CenturyLink.
Further, S&P believes that the secured debt will benefit from any
residual value in Qwest Corp. after bondholders at that entity are
paid, although S&P do not anticipate any residual value from the
Level 3 entities in a default scenario.

S&P's 'BB' issue-level ratings on the senior unsecured debt at
CenturyLink and wholly-owned subsidiary Qwest Capital Funding Inc.
(QCF) remain on CreditWatch with negative implications.  Based on
S&P's view of the company's combined capital structure, it would
expect to lower the unsecured debt ratings at both entities to 'B+'
when the acquisition closes in September 2017.  S&P expects to
revise the recovery rating on CenturyLink's unsecured debt to '6'
from '4' based on the new secured debt issuance, which dilutes
recovery prospects for unsecured creditors.  The '6' recovery
rating indicates our expectation for negligible (0% to 10%)
recovery in the event of payment default.  S&P would also expect to
revise the recovery rating on the QCF unsecured debt to '6' from
'3' since the new secured debt has a pledge of Qwest Corp. stock as
well as a guarantee by Qwest Services Corp. that reduces recovery
prospects for unsecured creditors at QCF in a hypothetical default
scenario.

The 'BB' corporate credit rating and stable outlook on CenturyLink
remain unchanged.  Despite weak operating trends at CenturyLink,
S&P expects that adjusted debt to EBITDA, pro forma for the
acquisition of Level 3 Communications Inc., will be in the mid-4x
area over the next couple of years.  S&P also believes that
discretionary cash flow will be pressured during that time period
until the company is able to achieve its projected operating
synergies of about $850 million and near-term integration expenses
wind down.  Still, during the first quarter of 2017, total revenue
and EBITDA declined 4.4% and 9%, respectively, year over year,
because of a decline in legacy service revenue, including voice
access line losses and low-bandwidth revenue in the enterprise
segment.  These results were somewhat below S&P's expectations, and
it could revise the outlook to negative if the company is unable to
improve operating and financial performance over the next couple of
quarters.

RATINGS LIST

CenturyLink Inc.
Corporate Credit Rating            BB/Stable/--

New Rating

CenturyLink Inc.
Senior Secured
$2 bil. revolver due 2022          BBB-
  Recovery Rating                   1 (95%)
$1.945 bil. term loan A due 2022   BBB-
  Recovery Rating                   1 (95%)
$4.5 bil. term loan B due 2025     BBB-
  Recovery Rating                   1 (95%)


CHENIERE CORPUS: Moody's Rates Proposed $1.0BB Sr. Bonds at Ba3
---------------------------------------------------------------
Moody's Investors Service assigned a Ba3 rating to Cheniere Corpus
Christi Holdings, LLC's (CCH or the project) proposed $1.0 billion
senior secured bond offering. The rating outlook for CCH is
stable.

Proceeds from the bond offering will be used to repay and reduce
commitments under CCH's approximate $6.0 billion senior secured
term loan facility due May 2022.

RATINGS RATIONALE

CCH's Ba3 senior secured rating is supported by fixed capacity type
payments under 20-year Sale and Purchase Agreements (SPA) between
Corpus Christi Liquefaction, LLC (CCL) and six separate investment
grade counterparties that provide significant and predictable
future cash flows. Moreover, the rating considers the lump sum
Engineering, Procurement, and Construction (EPC) contract with a
subsidiary of Bechtel Corporation (Bechtel) and Bechtel's global
experience in building similar large LNG liquefaction facilities.
The Ba3 rating incorporates construction risk, complexities around
the consolidated capital structure, sizable equity contribution
requirements from Cheniere Energy, Inc. (Cheniere; not rated) and
operating period execution risks.

CCH owns CCL, currently a two train liquefied natural gas (LNG)
project under construction with a capacity of 9.0 million tonnes
per annum (mtpa) and Cheniere Corpus Christi Pipeline, L.P. (CCP),
a 23-mile long natural gas pipeline which will bring feedstock to
CCL from various intrastate and interstate pipelines. CCH, CCL and
CCP are owned by Cheniere. CCH's senior secured notes are
guaranteed by CCL, CCP and Corpus Christi Pipeline GP, LLC (CCP
GP).

Construction has generally proceeded as anticipated. Specifically,
total progress Trains 1 and 2 as of March 2017 was 59.1% and the
rating and outlook reflect the expectation that CCL will be
completed no later than the Guaranteed Substantial Completion Dates
of October 2019 and July 2020, respectively. Upon Substantial
Completion, CCL can begin to fulfill its obligations to its SPA
counterparties within the parameters of the SPA. The rating also
assumes CCL will be completed within the approximate $11.8 billion
budgeted cost.

Terms of CCH's senior secured term loan facility require 25% of
total project costs to be funded with equity or cash flow generated
during operation. Given the project's total expected costs,
Cheniere's total equity requirement is approximately $3.0 billion
while leverage will exceed $8.0 billion. To date, Cheniere has
contributed approximately $1.8 billion of equity, including
development costs. Cheniere intends to fund the equity requirement
with available corporate-level cash, which totaled $923 million at
March 31, 2017, near-term operating cash flow or revolver
borrowings. Cheniere entered into a four-year $750 million
four-year revolving credit facility due March 2021, proceeds from
which are available to provide liquidity for its equity
requirement.

CCH's Ba3 rating assumes that Cheniere provides the required equity
contribution as required.

Rating Outlook

CCH's stable rating outlook reflects the expectation that Cheniere
will continue to provide equity funding as required and that
construction will be completed largely on time and on budget.

Factors that Could Lead to an Upgrade

CCH's rating is unlikely to be upgraded in the near-term given the
multi-year construction period. Over the longer-term, positive
trends that could lead to an upgrade include successful
construction completion, attainment of commercial operation, and
good operational performance.

Factors that Could Lead to a Downgrade

CCH's rating could be pressured should it encounter significant
construction cost overruns or delays, major operating problems or
if there is material offtaker credit deterioration. Moreover, CCH's
rating would be downgraded should Cheniere be unable to provide the
required equity funding. While certain ring-fencing mechanisms have
been implemented, CCH's rating could also face negative rating
action if Cheniere experiences significant financial stress.

The principal methodology used in this rating was Generic Project
Finance Methodology published in December 2010.



CHENIERE CORPUS: S&P Assigns Prelim. 'BB-' Rating on $1BB Notes
---------------------------------------------------------------
S&P Global Ratings said it assigned its preliminary 'BB-'
issue-level rating and preliminary '2' recovery rating to U.S.
project financing Cheniere Corpus Christi Holdings LLC's (CCH)
proposed
$1 billion senior secured notes due 2027.  The rating outlook is
stable.

The '2' recovery rating indicates S&P's expectation for substantial
(70% to 90%; rounded estimate: 80) recovery in the event of a
default).

S&P will provide final debt and recovery ratings on the notes based
on a review of final transaction documentation to expected terms.

At the same time, S&P is affirming its 'BB-' issue-level ratings on
CCH's $1.25 billion notes issued in May 2016 and $1.50 billion
notes issued in December 2016 following a review of final
documentation, construction progress, and expected financial
performance.  The '2' recovery rating on the notes is unchanged,
indicating S&P's expectation for substantial (70% to 90%; rounded
estimate: 80) recovery in the event of default.

"Since the rating on CCH's debt is capped by the corporate credit
rating on CEI, a negative outlook on or downgrade of CEI would
result in the same rating action on CCH's debt.  At this time, we
think a deterioration of the rating on CEI over the outlook period
is unlikely," said S&P Global Ratings credit analyst Richard
Langberg.  "Aside from an adverse movement in our rating on CEI, a
downgrade would require that construction phase SACP fall to 'b+'.
Factors that would result in such a decline would be major delays
in completion or major cost overruns such that available funding
does not cover our downside case cost profile by a substantial
margin.  We consider such events unlikely."

Over the outlook horizon, the sole factor that would result in an
upgrade would be an upgrade of CEI since it caps the issue-level
rating on CCH's debt.  At this time, S&P thinks an improvement in
our rating on CEI over the outlook period is unlikely.

Over the longer term during construction, once CEI has provided its
equity commitment, the rating would improve provided the
construction phase SACP was at least 'bb'.  Later, when the project
is at or near completion such that S&P has strong confidence in
operational performance, the rating would reflect the operations
phase risk profile.


CHESAPEAKE ENERGY: $12.6M Notes Surrendered for Repurchase
----------------------------------------------------------
Chesapeake Energy Corporation disclosed the expiration and final
results of its previously announced offer to purchase its 2.5%
Contingent Convertible Senior Notes due 2037 at the option of the
holders of the Notes pursuant to the terms of the Notes.  The offer
to purchase expired at 5:00 p.m., New York time, on May 10, 2017,
and withdrawal rights with respect to tendered Notes expired at
5:00 p.m. New York time, on May 12, 2017.  Holders of an aggregate
of $12,625,000 principal amount of the Notes exercised the holders'
right to surrender their Notes for repurchase, and an aggregate of
$2,135,000 principal amount of the Notes remains outstanding.  The
repurchase price for any Notes that have been validly surrendered
for purchase and not withdrawn will be paid promptly following the
later of May 16, 2017, and the time of valid surrender of those
Notes to the paying agent.

The holders' right to surrender their Notes for repurchase was made
pursuant to the terms of a Company Notice dated March 30, 2017,
which was attached as an exhibit to the Tender Offer Statement on
Schedule TO filed by Chesapeake with the SEC on March 30, 2017.
Holders of the Notes and other interested parties may obtain a free
copy of these documents at the Securities and Exchange Commission's
website, www.sec.gov, or from the trustee, which is The Bank of New
York Mellon Trust Company, N.A.

The address for The Bank of New York Mellon is:

         The Bank of New York Mellon Trust Company, N.A.
         111 Sanders Creek Parkway
         East Syracuse, NY 13057
         Attention: Eric Herr
         Tel: (315) 414-3362

                 About Chesapeake Energy

Chesapeake Energy Corporation (NYSE: CHK) is a petroleum and
natural gas exploration and production company headquartered in
Oklahoma City, Oklahoma.  The company was founded in 1989 by Aubrey
McClendon and Tom L. Ward with only a $50,000 initial investment.
As of Dec. 31, 2016, it owned interests in approximately 22,700 oil
and natural gas wells.  It has positions in resource plays of the
Eagle Ford Shale in South Texas, the Utica Shale in Ohio, the
Anadarko Basin in northwestern Oklahoma and the stacked pay in the
Powder River Basin in Wyoming.  Its natural gas resource plays are
the Haynesville/Bossier Shales in northwestern Louisiana and East
Texas and the Marcellus Shale in the northern Appalachian Basin in
Pennsylvania.

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

As of March 31, 2017, Chesapeake had $11.69 billion in total
assets, $12.90 billion in total liabilities, and a $1.2 billion
total deficit.

                        *    *    *

In January 2017, S&P Global Ratings raised its corporate credit
rating on Chesapeake Energy to 'B-' from 'CCC+, and removed the
ratings from CreditWatch with positive implications where S&P
placed them on Dec. 6, 2016.  The rating outlook is positive.

In December 2016, Moody's upgraded Chesapeake's Corporate Family
Rating to 'Caa1' from 'Caa2', its second lien secured notes rating
to 'Caa1' from 'Caa2', and affirmed its senior unsecured notes
rating at 'Caa3'.


CIBT GLOBAL: Moody's Assigns B3 CFR; Outlook Stable
---------------------------------------------------
Moody's Investors Service assigned first time ratings to CIBT
Global, Inc. with a Corporate Family Rating ("CFR") of B3 and a
Probability of Default Rating ("PDR") of B3-PD. Concurrently,
Moody's assigned a B2 rating to CIBT's senior secured first lien
credit facilities, comprised of a $330 million term loan and an
undrawn $65 million revolver, and a Caa2 rating to the company's
$120 million second lien term loan. The rating action follows the
pending acquisition of the company by Kohlberg & Company
("Kohlberg") with proceeds of the debt financing to be used to
partially fund the purchase transaction. The ratings outlook is
stable.

Moody's assigned the following ratings:

Corporate Family Rating -- B3

Probability of Default Rating -- B3-PD

Senior Secured Revolving Credit Facility expiring 2022 -- B2
(LGD3)

Senior Secured First Lien Term Loan due 2024 -- B2(LGD3)

Senior Secured Second Lien Term Loan due 2025 -- Caa2(LGD5)

Outlook is Stable

RATINGS RATIONALE

The B3 CFR reflects CIBT's elevated pro forma trailing debt
leverage of just over 7x (Moody's adjusted for operating leases) as
of March 31, 2017 while also considering the company's limited
scale and acquisition driven growth strategy in the competitive and
fragmented market for third party travel visa, passport, and
immigration logistics services for corporate clients. Additionally,
the ratings are constrained by the risks related to CIBT's exposure
to the cyclicality of the global business travel market which has
been susceptible to economic downturns and geopolitical
disruptions. These risk factors are partially offset by the
company's solid market position and demonstrated expertise in
managing complex document application and procurement processes for
international travel as well as CIBT's longstanding customer
relationships and historically strong retention rates which
contribute to revenue predictability. Additionally, the company's
capital structure is supported by a meaningful equity cushion and
CIBT's modest capital expenditure requirements should contribute to
healthy free cash flow generation.

The B2 ratings for CIBT's first lien bank debt reflect the
borrower's B3-PD Probability of Default Rating ("PDR") and a Loss
Given Default ("LGD") assessment of LGD3. The B2 first lien ratings
are one notch higher than the CFR and take into account the bank
debt's priority in the collateral and senior ranking in the capital
structure relative to CIBT's second lien debt. The second lien
credit facility is rated Caa2 (LGD5), reflecting its junior
collateral position.

CIBT's good liquidity is supported by the company's pro forma cash
balance of approximately $15 million following the completion of
the financing as well as Moody's expectation of free cash flow
generation exceeding 6% of debt over the next 12 months. The
company's liquidity is also bolstered by an undrawn $65 million
revolving credit facility. While the company's term loans are not
subject to financial covenants, the revolving credit facility has a
springing covenant based on a maximum net leverage ratio which is
not expected to be in effect over the next 12-18 months as
borrowings are projected to be comfortably below maximum thresholds
during this period.

The stable outlook reflects Moody's expectation that CIBT will
generate low-single digit organic revenue growth over the next 12
to 18 months. Sales gains should be principally driven by higher
take rates of the company's complimentary premium service offerings
by existing clients as well as improving economics for CIBT's core
suite of services. Additionally, CIBT's planned expansion into new
geographic markets and extension of its capabilities for
immigration services should also contribute to top line growth.
Concurrently, operating leverage benefits should allow CIBT to
generate moderate EBITDA growth during this period, driving a
contraction in leverage to the mid 6x level by the end of 2018.

Factors that Could Lead to an Upgrade

The rating could be upgraded if CIBT profitably expands its market
share and adheres to a conservative financial policy. These
measures, in conjunction with debt repayments that would reduce
debt to EBITDA (Moody's adjusted) to around 6x and sustain free
cash flow to debt (Moody's adjusted) above 5%, would add upward
ratings pressure.

Factors that Could Lead to a Downgrade

The rating could be downgraded if CIBT were to experience a
weakening competitive position, revenue contracts and cash flow
generation weakens to minimal levels on a sustained basis, or the
company adopts more aggressive financial policies that prevent
meaningful deleveraging.

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

CIBT is a leading provider of third party travel visa, passport,
and immigration logistics services for corporate clients worldwide.


CICERO INC: Reports $398,000 Net Loss for First Quarter
-------------------------------------------------------
Cicero Inc. filed with the Securities and Exchange Commission its
quarterly report on Form 10-Q disclosing a net loss of $398,000 on
$571,000 of total operating revenue for the three months ended
March 31, 2017, compared to a net loss of $602,000 on $407,000 of
total operating revenue for the three months ended March 31, 2016.

As of March 31, 2017, Cicero had $705,000 in total assets, $12.23
million in total liabilities and a total stockholders' deficit of
$11.53 million.

The Company incurred an operating loss of approximately $3,908,000
for the year ended Dec. 31, 2016, and has a history of operating
losses.  It had a working capital deficiency of $11,116,000 as of
March 31, 2017.  Management believes that its repositioned dual
strategy of leading with its Discovery product to use analytics to
measure and then manage how work happens as well as concentrating
on expanding the indirect channel with more resale and OEM
partners, will shorten the sales cycle and allow for value based
selling to our customers and prospects.  The Company anticipates
success in this regard based upon current discussions with active
partners, customers and prospects.  The Company has borrowed
$460,000 and $453,000 in 2017 and 2016, respectively.  In July
2015, the Company completed a sale of 25 million shares of its
common stock and warrants to purchase up to 205,277,778 shares of
its common stock to a group of nine investors, led by the
Company’s Chairman of the Board, John (Launny) Steffens and the
Privet Group, LLC, for $1,000,000.  Should the investors exercise
the warrants, which have exercise prices ranging from $0.04 to
$0.05 per share, the Company would receive an additional $9,000,000
in proceeds.  The warrants expire in three years. Should the
Company be unable to secure customer contracts that will drive
sufficient cash flow to sustain operations, the Company will be
forced to seek additional capital in the form of debt or equity
financing; however, there can be no assurance that such debt or
equity financing will be available on terms acceptable to the
Company or at all.  These factors raise substantial doubt about the
Company's ability to continue as a going concern.

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

                     https://is.gd/hVJAvL

                       About Cicero Inc.

Cary, N.C.-based Cicero, Inc., provides business integration
software solutions and also provides technical support, training
and consulting services as part of its commitment to providing
customers with industry-leading solutions.

The Company focuses on the customer experience management market
with emphasis on desktop integration and business process
automation with its Cicero XM(TM) products.  Cicero XM enables the
flow of data between different applications, regardless of the
type and source of the application, eliminating redundant entry
and costly mistakes.

Cicero reported a net loss applicable to common stockholders of
$3.90 million on $1.25 million of total operating revenue for the
year ended Dec. 31, 2016, compared to a net loss applicable to
common stockholders of $3.81 million on $1.94 million of total
operating revenues for the year ended Dec. 31, 2015.

Cherry Bekaert LLP, in Raleigh, North Carolina, issued a "going
concern" qualification on the consolidated financial statements for
the year ended Dec. 31, 2016, citing that the Company has suffered
recurring losses from operations and has a working capital
deficiency as of Dec. 31, 2016.  These conditions raise substantial
doubt about the Company's ability to continue as a going concern.


COINSTAR LLC: S&P Affirms Then Withdraws 'B' CCR
------------------------------------------------
S&P Global Ratings affirmed its 'B' corporate credit rating on
Bellevue, Wash.-based Coinstar LLC.  S&P also withdrew its
issue-level ratings on the company's senior secured credit
facilities following repayment.

S&P subsequently withdrew the rating at the company's request.  At
the time of withdrawal, the outlook was stable.

The withdrawal reflects the completion of the company's
securitization financing transaction, the proceeds of which the
company used to repay its $560 million first-lien secured term
loan, $75 million revolving credit facility, and $135 million
second-lien secured term loan.


COLORFX INC: AMC Buying All Assets for $1.68 Million
----------------------------------------------------
ColorFX, Inc., asks the U.S. Bankruptcy Court for the Central
District of California to authorize the sale of substantially all
assets to AMC Acquisition, LLC for $1,675,000, subject to overbid.

A hearing on the Motion is set for June 8, 2017 at 2:00 p.m.  The
objection deadline is May 25, 2017.

Over the past several years, the Debtor incurred significant and
unexpected expenses in the development of both a web e-commerce
site and a sophisticated customer order management and
manufacturing control system for use in production and order
fulfilment.  Also, increasing competition from corporate printing
industry consolidation has created pressure on margins for smaller
privately held trade printers such as the Debtor.  Additionally, on
Dec. 14, 2016, the firm's founder and principal, Ross Avedissian,
succumbed to pancreatic cancer.  As a result of his poor health
prior to passing, Mr. Avedissian was unable to provide effective
firm management to reverse the adverse business trends.  The
Debtor's business is now managed by Yolanda Avedissian, Ross
Avedissian's widow.  All the foregoing led the Debtor to default
under lines of credit, loss of trade credit, diminished revenues
and accrual of debt.

The Debtor's primary assets consist of equipment and inventory used
in continuing business operations, accounts receivable and
intellectual property.  Its principal liabilities are: (i) Bank of
America ("BofA")'s secured indebtedness - $2,781,463; (ii) general
unsecured creditors - approximately $1.5 million; and (iii) various
other contingent liabilities, including real and personal property
leases and employee claims.

As a result of these events, the Debtor's management determined
that the best way to preserve the business for the benefit of its
creditors and employees was to sell the business as a going concern
before operations were voluntarily or involuntarily terminated.

In October 2016, the Debtor retained Falco Sult Financial Services
("FSFS") as its representative pursuant to the terms of a Seller's
Representation Agreement to represent the Debtor in finding parties
interested in the acquisition of all or part of its business.
Under the terms of the Agreement, FSFS initiated contact with a
number of potential acquirers of Debtor, and added the Debtor as a
listing on the Axial Merger & Acquisition ("M&A") Network, of which
FSFS is a member.  Axial is a web-based national network of firms
engaged in the M&A business.  In addition to this listing, FSFS has
actively approached a number of potential acquirers in the Southern
California area with similar businesses to elicit their interest in
acquiring Debtor.

FSFS identified two companies as possible buyers for the Debtor's
business: Windsor House Investments Inc., doing business as
Colortone Graphx and AMC.  Based upon the Debtor's financial
condition, FSFS, AMC and the Debtor determined that the proceeds of
the sale of the business to AMC could be maximized through a sale
of the business.  The Debtor commenced the within bankruptcy case
in order to effect such a sale with the cooperation of BofA that
has consented to the discounted payoff of its secured claim from
$2,781,463 to $1.5 million if the AMC sale closes as proposed.
FSFS continues to develop and explore new prospects as potential
over-bidders.

The Debtor and AMC executed Asset Purchase Agreement under which
AMC is a proposed stalking horse bidder for an opening bid of
$1,675,000.  AMC has placed a $165,000 deposit with the Debtor's
counsel.  BofA is the Debtor's largest secured creditor holding a
blanket personal property lien and BofA consents to the sale at a
substantial discount on its claims.  BofA consents to the sale as
set forth in the BofA consent.  The Debtor does not believe that
are any other valid liens asserted against the Assets per the UCC-1
search results.  To the extent any such lien is established as
valid, the lien will either be paid at closing or the property
excluded from such sale.

The estate will receive $1,675,000 at closing. Commission paid at
closing to FSFS pursuant to pending employment application is
projected at $100,000, absent overbids.  There are no tax
consequences anticipated.

The Debtor asks the Court to approve the assumption and assignment
of executory contracts.  It is not aware of any defaults under
these contracts and consequently no cure is required.  Any cure
amount relating to such contracts established by a non-debtor party
will either be cured at closing or subject to alternate consensual
arrangements with the non-debtor party.

The Debtor cannot continue as a going concern based on operational
losses, accrual of debts and the death of its founder and
principal, Mr. Avedissian.  The Debtor defaulted under lines of
credit, lost trade credit and suffered diminished revenues.  Thus,
a going concern sale is in the best interests of the estate to
maximize the value of the estate's assets and avoid liquidation.
Accordingly, the Debtor asks Court approval of sale of Assets free
and clear of liens, claims or interests, pursuant to the Sale
Procedures Order entered April 14, 2017 and the proposed auction on
the hearing date.

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

    http://bankrupt.com/misc/ColorFX_56_Sales.pdf

The Purchaser can be reached at:

          AMC ACQUISITION, LLC
          8000 Haskell Avenue
          Van Nuys, California 91406
          Attn: Brett Zane
          Facsimile: (877) 240-1268
          E-mail: brett.z@digitalroominc.com

The Purchaser is represented by:

          Peter M. Gilhuly, Esq.
          LATHAM & WATKINS, LLP
          355 South Grand Avenue
          Los Angeles, California 90071-1560
          Facsimile: (213) 891-8763
          E-mail: peter.gilhuly@lw.com

                        About ColorFX Inc.

ColorFX, Inc. is a commercial printer and engages in the production
of full color, printed product utilizing both digital and
traditional litho presses up to 40" size, for both end users, trade
printers and print brokers. It operates primarily as a "trade
printer" with a limited direct sales force of its own, and also has
an extensive e-commerce site to attract web-based customers.  In
addition to printing services, the company offers extensive product
finishing services such as bindery services, direct mail
facilitation, and limited pre-press and design services.

ColorFX, Inc. filed a Chapter 11 bankruptcy petition (Bankr. C.D.
Cal. Case No. 17-10830) on March 31, 2017.  The Hon. Victoria S.
Kaufman presides over the case.  The petition was signed by Yolanda
Avedissin, president.  In its petition, the Debtor estimated $1
million to $10 million in both assets and liabilities.  

Lewis R. Landau, Esq., is counsel to the Debtor.




COMPOUNDING DOCS: Can Continue Using Cash Collateral Until June 7
-----------------------------------------------------------------
Judge Erik P. Kimball of the U.S. Bankruptcy Court for the Southern
District of Florida entered a sixth interim agreed order
authorizing Compounding Docs, Inc., to use the cash collateral for
the line items detailed in the Budget until June 7, 2017.

The Debtor is directed to pay Regent Bank,  f/k/a Regent Bank
minimum monthly adequate protection payments in the amount of
$6,000 due on June 1, 2017.

Judge Kimball also confirmed the grant, assignment and pledge by
the Debtor to Regent Bank of a postpetition security interest and
lien, of the same validity, extent and priority as Regent Bank's
pre-petition security interests, in the pre-petition collateral in
and to: (a) all proceeds from the disposition of any of the cash
collateral, and (b) any and all of its goods, property, assets and
interests in property in which Regent Bank held a lien or security
interest prior to the petition date, whether now existing and/or
owned and hereafter arising and/or acquired and wherever located by
the Debtor, and proceeds thereof.

The Debtor's Motion to use cash collateral is continued to a status
conference on June 7, 2017 at 11:00 a.m.

A full-text copy of the Sixth Interim Agreed Order, dated May 11,
2017, is available at https://is.gd/bE65uT

                   About Compounding Docs

Compounding Docs, Inc., sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S.D. Fla. Case No. 16-25312) on Nov. 15,
2016.  The petition was signed by Dr. Charles Robertson, director.
The case is assigned to Judge Erik P. Kimball. At the time of the
filing, the Debtor had $100,000 to $500,000 in estimated assets and
$1 million to $10 million in estimated liabilities.

The Debtor is represented by Tarek K. Kiem, Esq. at Rappaport
Osborne Rappaport & Kiem, PL.

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


CONCHO RESOURCES: S&P Affirms 'BB+' CCR on Improved Risk Profile
----------------------------------------------------------------
S&P Global Ratings said that it affirmed its 'BB+' corporate credit
rating on Midland, Texas-based oil and gas exploration and
production company Concho Resources Inc.  The rating outlook is
positive.

At the same time, S&P affirmed its 'BBB-' issue-level rating on the
company's senior secured credit facility.  The '1' recovery rating
is unchanged, indicating S&P's expectation for very high (90%-100%;
rounded estimate: 95%) recovery in the event of default.

S&P also affirmed its 'BB+' issue-level rating on Concho's senior
unsecured notes.  The '3' recovery rating is unchanged, indicating
S&P's expectation for meaningful (50%-70%; rounded estimate: 65%)
recovery in the event of default.

"The rating affirmation reflects our review of Concho's business
and financial risk profiles, and the resulting improvement in our
financial risk profile assessment to intermediate from
significant," said S&P Global Ratings' credit analyst Kevin Kwok.
Concho continues to increase production, expanding 10% in the first
quarter of 2017 from 2016's exit rate of over 164,000 barrels of
oil equivalent per day (boe/d).  In addition, Concho increased
expected 2017 production guidance after first quarter results to
21%-25%.  As a result, S&P has revised and increased its
expectation for operating cash flows, leading to improved core
ratio expectations that are consistent with an intermediate
financial risk profile.

The positive outlook on Concho reflects S&P's expectation that the
company's proved developed reserves and production levels will
reach levels more in line with its higher-rated peers'.  S&P
expects production to increase over 20% in 2017 and the company to
maintain a track record of higher level production.  S&P also
expects the company to maintain credit measures that are strong for
the corporate credit rating, including FFO to debt greater than 30%
and debt to EBITDA below 3x.

S&P could revise the outlook to stable if Concho's credit measures
weakened such that FFO to debt declines to less than 30% on a
sustained basis.  S&P believes this could occur if the company
assumes a substantially more aggressive capital spending program
than S&P currently forecasts, if its production were weaker than
our current projections for several quarters, or if crude oil
prices weakened significantly and the company didn't reduce capital
spending.

S&P could raise the rating if the company's overall competitive
position improves.  S&P would also expect production and reserves
to reach levels more in line with Concho's investment-grade peers'
while the company maintains FFO to debt above 30%.  Additionally
for an upgrade, S&P needs to expect that Concho will be committed
to maintaining a financial policy appropriate for an
investment-grade profile.



CTI FOODS: S&P Lowers CCR to 'B-' on Operational Problems
---------------------------------------------------------
S&P Global Ratings downgraded all ratings on Idaho-based CTI Foods
Holding Co. LLC, including the corporate credit rating, to 'B-'
from 'B'.  The outlook is negative.  S&P is also lowering the
issue-level ratings on the company's first-lien and second-lien
term loans to 'B-' from 'B' with 3 recovery rating and to 'CCC'
from 'CCC+' with a 6 recovery rating, respectively.

"The downgrade reflects CTI's recent operational difficulties that
significantly reduced EBITDA below our expectations, causing
leverage to increase to over 12x (which includes 100% debt-like
treatment for the preferred stock)," said S&P Global Ratings credit
analyst Jessica Paige.  That is well above S&P's 10x downgrade
trigger, and caused FFO/cash interest coverage to fall well below
2x.

The negative outlook reflects S&P's expectation that operational
difficulties will continue in 2017, and the possibility that
management is unable to turnaround its operational difficulties at
Liguria as well as in its meat segment by 2018.

S&P could downgrade the company if there is a loss of a significant
customer or higher-than-anticipated operating expenses, which leads
to sustained free operating cash outflows beyond 2017 and FFO cash
interest coverage close to or below 1x. S&P could also downgrade
the company if does not successfully refinance its $143 million
asset-based revolver due June 2018.

Although unlikely over the intermediate term, S&P could raise the
ratings if CTI's financial sponsors demonstrate a commitment to
sustain debt to EBITDA below 5x.  The financial sponsor would also
need to communicate a commitment to keeping leverage below 5x.

S&P could revise the outlook back to stable if management is able
to sustain and grow EBITDA, reducing leverage below 10x and
increasing FFO/cash interest expense to 2x.  This could occur in
2018 if meat segment margins improve from a combination of a better
product sales mix, deflation that no longer crimps margins, and
resolution of the manufacturing missteps at the Liguria operations.


CUMULUS MEDIA: Incurs $7.39 Million Net Loss in First Quarter
-------------------------------------------------------------
Cumulus Media Inc. filed with the Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $7.39 million on $264.03 million of net revenue for the three
months ended March 31, 2017, compared to a net loss of $14.42
million on $268.53 million of net revenue for the three months
ended March 31, 2016.

As of March 31, 2017, Cumulus Media had $2.41 billion in total
assets, $2.91 billion in total liabilities and a $498.02 million
total stockholders' deficit.

Mary Berner, president and chief executive officer of Cumulus Media
Inc. said, "Our first quarter represents a clear inflection point
in our turnaround, as the downward trajectory of recent years has
been reversed.  With clear evidence that our strategy is working,
we remain committed to the rigorous execution of the initiatives
that are critical to keeping the Company on a sustained growth
path."

The Company operates in two reportable segments, the Radio Station
Group and Westwood One.  The Radio Station Group revenue is derived
primarily from the sale of broadcasting time to local, regional and
national advertisers.  Westwood One revenue is generated primarily
through network advertising.

Corporate and Other includes overall executive, administrative and
support functions for each of the Company's reportable segments,
including programming, finance, legal, human resources, information
technology and administrative functions.

On March 21, 2017, the Company received a notification from the
NASDAQ Stock Market LLC indicating that the Company was not in
compliance with NASDAQ Listing Rule 5550(b)(1) because the
Company's stockholder's equity was below the minimum required
amount, and because the Company did not meet the alternative
continued listing standards of that Rule.  Separately, on April 5,
2017, the Company received a notification from the NASDAQ
indicating that the Company was not in compliance with NASDAQ
Listing Rule 5550(a)(2) because the bid price of the Company's
Class A common stock had closed below $1.00 per share for 30
consecutive business days.
On May 5, 2017, the Company submitted to NASDAQ a plan to regain
compliance with the Equity Listing Rule.  The Company remains in
discussions with NASDAQ regarding this plan and, if accepted,
NASDAQ could provide the Company a period up to Sept. 17, 2017, to
regain compliance with the Equity Listing Rule.  In the event
NASDAQ does not accept the Company's plan, its Class A common stock
will be subject to delisting from NASDAQ.  In addition, in
accordance with NASDAQ Listing Rule 5810(c)(3)(A) and assuming no
prior action is taken to delist its Class A common stock pursuant
to noncompliance with the Equity Listing Rule, the Company has
until Oct. 2, 2017, to regain compliance with the requirements
under the Bid Price Rule. If, at any time before that date the bid
price of the Company's Class A common stock closes at $1.00 per
share or more for a minimum of 10 consecutive business days, the
Company will be deemed to be in compliance with the Bid Price
Rule.

"We continue to evaluate alternatives to regain compliance with
applicable listing rules.  Our inability to maintain the listing of
our Class A common stock on the NASDAQ stock market may adversely
affect the liquidity and market price of our Class A common stock,"
the Company stated in the report.

Cumulus Media hosted a teleconference May 15 to discuss its first
quarter 2017 operating results.  The Presentation materials used at
the teleconference are available for free at:

                      https://is.gd/CQghBX

                       About Cumulus Media

Atlanta, Georgia-based Cumulus Media Inc. --
http://www.cumulus.com/-- is a radio broadcasting company.  The
Company is also a provider of country music and lifestyle content
through its NASH brand, which serves through radio programming,
NASH Country Weekly magazine and live events.  Its product lines
include broadcast advertising, digital advertising, political
advertising and non-advertising based license fees.  Its broadcast
advertising includes the sale of commercial advertising time to
local, national and network clients.  Its digital advertising
includes the sale of advertising and promotional opportunities
across its Websites and mobile applications.  Its across the
nation platform generates content distributable through both
broadcast and digital platforms.

Cumulus Media put AR Broadcasting Holdings Inc. and three other
units to Chapter 11 protection (Bankr. D. Del. Lead Case No.
11-13674) in 2011 after struggling to pay off debt that topped
$97 million as of June 30, 2011.

Cumulus Media incurred a net loss of $510.7 million in 2016
following a net loss of $546.49 million in 2015.

                       *     *     *

The TCR reported on March 16, 2017, that S&P Global Ratings raised
its corporate credit rating on Atlanta, Ga.-based Cumulus Media
Inc. and its subsidiary Cumulus Media Holdings Inc. to 'CCC' from
'CC'.  The rating outlook is negative.  "We believe Cumulus may
look to exchange debt at subpar levels or repurchase debt at
discounted levels in 2017, which we would view as tantamount to
default, based on our criteria," said S&P Global Ratings' credit
analyst Jeanne Shoesmith.  "We could lower our ratings on the
company if it announces a subpar debt tender offer."  Various
tranches of debt at Cumulus are currently trading at roughly a
30%-60% discount to par.

As reported by the TCR on April 14, 2017, Moody's Investors Service
downgraded Cumulus Media Inc.'s (Cumulus) Corporate Family Rating
to Caa2 from Caa1, the secured credit facilities to Caa1 from B3,
and senior unsecured notes to Ca from Caa3. The outlook was changed
to negative from stable.  The downgrade reflects the elevated risk
of a restructuring of its balance sheet and its unsustainable
leverage level of 11.3x (excluding Moody's standard lease
adjustments) as of Q4 2016.


DAVE 60 NYC: Plan Exclusivity Period Extended Until Aug. 21
-----------------------------------------------------------
The Hon. Michael E. Wiles of the U.S. Bankruptcy Court for the
Southern District of New York has extended, at the behest of Dave
60 NYC, Inc., the Debtor's exclusive right to file a plan of
reorganization through and including Aug. 21, 2017, and the
Debtor's time to file a plan of reorganization through and
including Aug. 21, 2017.

As reported by the Troubled Company Reporter on May 2, 2017, the
Debtor asked for the extension to ensure that the Court, the Debtor
and other parties in interest are not distracted by the filing of
any competing or premature plans.  

                       About Dave 60 NYC

Dave 60 NYC Inc. operates a holding company, which holds a
non-managing 59.05% interest in an entity which operates a
restaurant in Manhattan, Philippe by Philippe Chow.

Dave 60 NYC Inc., filed a Chapter 11 bankruptcy petition (Bankr.
S.D.N.Y. Case No. 16-12146) on July 27, 2016.  Judge Michael E
Wiles presides over the case.

The Debtor has employed Robinson Brog Leinwand Greene Genovese &
Gluck P.C. as its counsel and Kenny Nachwalter, P.A. as its Florida
special litigation counsel.

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


DAVID STARAL: Sentenced to 41 Months in Prison
----------------------------------------------
Diana Novak Jones, writing for Bankruptcy Law360, reports that
David Staral Jr., the former owner of defunct Chicago Rush Arena
Football League team was sentenced to 41 months in prison after
admitting he lied to the league about his assets in order to buy
the team in 2013.

Law360 recalls that Mr. Staral told the league commissioner he was
worth $5 million, boosting his net worth to make himself a viable
candidate while hiding the fact he had recently filed for
bankruptcy and was on probation for two theft convictions.

As reported by the Troubled Company Reporter on Dec. 3, 2014,
federal prosecutors slapped Mr. Staral with bankruptcy and wire
fraud charges.  Mr. Staral was arrested at his Wisconsin home.


DAVID WINSTON: Has Final Nod to Use Wells Fargo Cash Collateral
---------------------------------------------------------------
Judge Bill Parker of the U.S. Bankruptcy Court for the Eastern
District of Texas authorized The David Winston Early Cabell Family
Limited Partnership, Ltd. to use Wells Faro Bank, National
Association's cash collateral.

Judge Parker held that the Debtor's use of Wells Fargo's cash
collateral is necessary to preserve the Debtor's bankruptcy estate,
and will avoid immediate and irreparable harm to the Debtor, its
estate, and creditors. The Debtor asserts that it is in the best
interests of the estate and its creditors for it to be permitted to
utilize cash collateral.

Wells Fargo Bank holds a valid, perfected, first-priority secured
claim against the Debtor in connection with the prepetition
financial accommodations extended to the Debtor. Pursuant to the
several Loan Documents, the Debtor is indebted to Wells Fargo in
the aggregate in the original principal amount of $6,800,000.

The Debtor is authorized to use cash collateral solely to pay the
expenses described in the Budget for the period of February 1,
2017, through and including April 30, 2017, subject to a Permitted
Variance of 10%. The Debtor, however, will not be permitted to
carry over any unspent amount from one line item on the Budget to
cover any shortage of budgeted costs on any other line item on the
Budget.

Wells Fargo will have, valid and automatically perfected
firstpriority replacement liens and security interests, with
priority over all other liens and security interests, in and upon
any and all assets of Debtor in which Wells Fargo holds a
pre-petition lien, including, but not limited to, the Real
Property, the Collateral, Revenues, Financial Assets, Cash
Collateral and all assets described as Collateral in the Loan
Documents and the Final Order, including all accessions thereto,
substitutions and replacements thereof.

The Debtor's right to use Cash Collateral will expire on the
earlier of:

     A. April 30, 2017, unless extended or modified by further
order of the Court or a written agreement between the parties to
the Final Order, which agreement must be filed with the Court;

     B. the occurrence of any of the following Event of Default
that is not timely cured:

        (a) any material breach by the Debtor of its obligations
under this Final Order;

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

        (c) appointment of a trustee in the Debtor's Bankruptcy
Case;

        (d) dismissal of the Debtor's Bankruptcy Case;

        (e) the Court has not entered an order confirming a Chapter
11 plan by September 15, 2017;

        (f) the entry of any order reversing, revoking, or
rescinding the Final Order without express prior written consent of
Wells Fargo.

A full-text copy of the Agreed Final Order, dated May 11, 2017, is
available at https://is.gd/GVZCI4

                   About David Winston

The David Winston Early Cabell Family Limited Partnership, Ltd.
owns a commercial office building located at 304 Pearl Street,
Beaumont, Texas 77701. The Debtor conducts no other business
operations besides the management and leasing of the Real Property.


The David Winston Early Cabell Family Limited Partnership, Ltd.
sought protection under Chapter 11 of the Bankruptcy Code (Bankr.
E.D. Tex. Case No. 16-10569) on Nov. 22, 2016. David W.E. Cabell,
manager, signed the petition.  At the time of the filing, the
Debtor estimated assets and debt at $1 million to $10 million.
Judge Bill Parker is the case judge. Brian A. Kilmer, Esq., at
Kilmer Crosby & Walker PLLC, is serving as counsel to the Debtor.


DELEK LOGISTICS: Moody's Assigns B1 Corporate Family Rating
-----------------------------------------------------------
Moody's Investors Service assigned first time ratings to Delek
Logistics Partners, LP (Delek Logistics or DKL) including a B1
Corporate Family Rating (CFR), a B1-PD Probability of Default
Rating (PDR) and a B3 rating on its proposed $250 million senior
unsecured notes. Moody's also assigned a Speculative Grade
Liquidity (SGL) Rating of SGL-3. Net proceeds from the proposed
debt issuance will be used to repay outstanding borrowings under
DKL's revolving credit facility. The rating outlook is stable.

"The repayment of revolver borrowings will boost Delek Logistics'
liquidity and provide ample unused revolver capacity to fund asset
purchases," commented James Wilkins, Moody's Vice President. "Once
its parent, Delek US Holdings, Inc., completes the acquisition of
Alon USA Energy, Moody's expects more logistics assets will be
dropped into Delek Logistics."

The following summarizes the ratings.

Issuer: Delek Logistics Partners, LP

Ratings assigned

Corporate Family Rating, assigned B1

Probability of Default Rating, assigned B1-PD

Senior unsecured notes due 2025, assigned B3 (LGD5)

-- Speculative Grade Liquidity Rating, Assigned SGL-3

Outlook Actions:

-- Outlook, Assigned Stable

RATINGS RATIONALE

DKL's B1 Corporate Family Rating reflects its modest 4.0x leverage
as of March 31, 2017 (includes Moody's analytical adjustments),
growth potential and stable cash flows from long-term, fee-based
contracts with minimum volume commitments. The rating also
incorporates DKL's strategic importance to Delek US Holdings, Inc.
(DK, unrated), its majority owner and general partner, as the MLP
provides critical infrastructure, a coordinated growth strategy and
a source of external financing.

DK's acquisition of Alon USA Energy, Inc. (unrated) will provide
midstream assets to be dropped into DKL. Organic growth
opportunities, such as RIO Pipeline and Caddo Pipeline joint
ventures, could support EBITDA growth and increased exposure to
third parties. Certain DKL midstream infrastructure with exposure
to the Permian Basin is positioned to benefit from growing crude
oil production in that region.

The rating is constrained by the small scale of operations with
little third party contribution and high distributions associated
with the MLP model. DKL has customer concentration risk with DK
with little ability to replace DK cash flows should it experience
refinery downtime.

The senior unsecured notes are rated B3, or two notches below the
B1 CFR, under Moody's Loss Given Default Methodology and reflect
the contractual subordination of the notes to obligations under
DKL's secured $700 million revolving credit facility, which are
secured by a first priority lien on substantially all of DKL's
assets.

The SGL-3 Speculative Grade Liquidity Rating reflects Moody's
expectation DKL will maintain adequate liquidity supported by its
positive cash flow from operations and undrawn capacity under its
revolving credit facility due 2019. Pro forma for the issuance of
$250 million of senior notes, the $700 million revolver would have
$148 million in borrowings, $7.5 million in outstanding letters of
credit and unused borrowing capacity of $544.5 million (as of March
31, 2017). This will provide ample liquidity to support DKL's
ongoing operations and potential asset acquisitions in 2017.

The revolver will have three financial covenants following the
issuance of the notes due 2025 - a maximum Total Leverage Ratio of
5.0x and maximum Senior Leverage Ratio of 3.5x and a minimum
Interest Coverage Ratio of 2.0x. Moody's believes the company will
remain in compliance with the financial covenants over the next
12-15 months (through mid-2018). The next debt maturity is the
December 2019 revolver maturity.

The stable outlook reflects Moody's expectation that DKL will
generate stable earnings and grow through asset acquisitions and
modest organic growth projects. The rating could be upgraded if
DKL's EBITDA exceeds $200 million, while sourcing at least
one-quarter of its gross margin from third parties, with leverage
(Debt / EBITDA) below 4.0x. Additionally, the credit profile of its
sponsor, DK, would have to support a higher rating for DKL. The
ratings could be downgraded if leverage (debt /EBITDA) were to rise
above 5.0x on a sustained basis or its sponsor's credit profile
were to deteriorate.

Delek Logistics Partners, LP, headquartered in Brentwood,
Tennessee, is a midstream logistics company with crude oil and
product transportation pipelines, 600 miles of crude oil gathering
system, terminals and storage facilities. Its general partner is
100% owned by Delek US holdings, Inc. (NYSE: DK) and management,
and the common units are owned by DK and public unitholders (36.8%
LP interest as of March 31, 2017). Its operations largely support
the refining operations of its sponsor, DK, which will operate four
refineries with a combined capacity of 302 mbpd in Texas, Louisiana
and Arkansas, following the pending acquisition of Alon USA Energy,
Inc.

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


DELEK LOGISTICS: S&P Assigns 'B+' CCR; Outlook Stable
-----------------------------------------------------
S&P Global Ratings said it assigned its 'B+' corporate credit
rating to Delek Logistics Partners L.P.  The outlook is stable. The
stand-alone credit profile (SACP) is 'b', and S&P views the
partnership as strategically important to its ultimate parent and
owner of its general partner, Delek US Holdings Inc.

S&P also assigned its 'B' issue-level rating and '5' recovery
rating to the partnership's proposed $250 million senior unsecured
notes due 2025.  The '5' recovery rating indicates that lenders can
expect modest (10%-30%; rounded estimate: 15%) recovery of
principal in the event of a payment default.  At the same time, S&P
assigned its 'BB' issue-level rating and '1' recovery rating to the
partnership's $700 million revolving credit facility.  The '1'
recovery rating indicates that lenders can expect very high
(90%-100%; rounded estimate: 95%) recovery in the event of a
payment default.

"The stable rating outlook reflects our expectation that the
partnership will maintain adequate liquidity, adjusted debt to
EBITDA of about 4x, and a distribution coverage ratio above 1x
while it grows through asset drop-downs from parent company Delek
US Holdings Inc.," said S&P Global Ratings credit analyst Mike
Llanos.

S&P could lower its rating on the partnership if Delek US Holdings'
creditworthiness deteriorated as a result of a prolonged period of
weak refining margins, which S&P believes could harm Delek
Logistics since it is the partnership's largest customer.  S&P
could also consider lower ratings if the partnership pursued an
aggressive financial policy such that adjusted debt to EBITDA were
sustained above 5x and the distribution coverage ratio were
consistently below 1x.

Though unlikely in the next two years due to the partnership's
limited scale, S&P could consider higher ratings if Delek Logistics
diversified its asset base and improved its scale while maintaining
credit metrics at current levels or if Delek US significantly
improved its scale and diversity, which would provide additional
midstream growth opportunities.


DEMCO INC: Has Final Nod to Obtain DIP Financing From Alba
----------------------------------------------------------
The Hon. Michael J. Kaplan of the U.S. Bankruptcy Court for the
Western District of New York entered a final order authorizing
Demco, Inc., to obtain $1 million in post-petition financing from
Alba Investments, LLC.

The DIP Lender is granted valid, enforceable and fully perfected,
first priority priming liens on and senior security interests in
the collateral.  The DIP Lender is also granted an allowed
superpriority administrative expense claim.

The DIP Lender will have the right to bid for the assets of the
Debtor in any proposed sale and will have the right to credit bid
the outstanding and unpaid amount of the DIP Loans.

A copy of the final court order and the budget is available at:

          http://bankrupt.com/misc/nywb12-12465-866.pdf

                         About Demco Inc.

Demco, Inc., aka Decommissioning & Environmental Management
Company, is a specialty trade contractor based in West Seneca, New
York, which provides demolition services, nuclear work,
environmental clean-up, disaster response and a variety of other
services throughout the United States and, on a project-by-project
basis, internationally.  Some of Demco's better known demolition
projects in the past have included the Rocky Flats Nuclear Power
Plant, Yankee Stadium, the Orange Bowl, Buffalo Memorial
Auditorium, and the Sunflower Army Ammunition Plant.

Demco filed for Chapter 11 protection (Bankr. W.D.N.Y. Case No.
12-12465) on Aug. 6, 2012. Bankruptcy Judge Michael J. Kaplan
presides over the case. Daniel F. Brown, Esq., at Andreozzi,
Bluestein, Fickess, Muhlbauer Weber, Brown, LLP, represents the
Debtor in its restructuring effort. Freed Maxick CPAs, P.C. serves
as its accountants, and Horizons Consulting, LLC, serves as its tax
consultants. The petition was signed by Michael J. Morin,
controller.

Tracy Hope Davis, the U.S. Trustee for Region 2, appointed three
creditors to serve on the Official Committee of Unsecured
Creditors.  The Committee retained Amigone, Sanchez & Mattrey, LLP
as its counsel.

First Niagara Bank, the cash collateral lender, is represented by
William F. Savino, Esq., at Damon Morey.


DIVERSIFIED COMPUTER: Hearing on Plan Confirmation Set for June 14
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Georgia has
rescheduled the hearing on confirmation of the Chapter 11 plan of
reorganization for Diversified Computer Solutions, Inc., to June
14.

The hearing will be held at 1:30 p.m., at the Richard B. Russell
Federal Building and United States Courthouse, Courtroom 1202, 75
Ted Turner Drive, SW, Atlanta, Georgia.

The court will also consider at the hearing objections to the
company's disclosure statement, which it conditionally approved
last month.

The order set a June 9 deadline for creditors to file their
objections to the disclosure statement and plan, and cast their
votes accepting or rejecting the plan.

              About Diversified Computer Solutions

Diversified Computer Solutions, Inc. is a Georgia Corporation and
as its business is a full-service network and IT integrator
providing consulting, integration, implementation, management, and
maintenance services to Small and Medium Size Businesses,
Enterprise Projects and K-12 School Districts. The Debtor's
corporate offices are located in Marietta, Georgia.

Diversified Computer Solutions filed a Chapter 11 petition (Bankr.
N.D. Ga. Case No. 17-55428) on March 24, 2017.  The petition was
signed by Peter D. Minetos, CEO and President.  At the time of
filing, the Debtor estimated less than $50,000 in assets and
$500,000 to $1 million in liabilities.

Jones & Walden, LLC, is serving as counsel to the Debtor, with the
engagement led by Cameron M. McCord, Esq.


DJM ENTERPRISES: Disclosures OK'd; Plan Hearing on July 11
----------------------------------------------------------
The Hon. Peter G. Cary of the U.S. Bankruptcy Court for the
District of Maine has approved DJM Enterprises, LLC's third amended
disclosure statement dated March 16, 2017, referring to the
Debtor's third amended Chapter 11 plan dated March 16, 2017.

The hearing to consider the confirmation of the Plan is set for
July 11, 2017, at 10:00 a.m.

Objections to the plan confirmation must be filed by June 27,
2017.

June 27, 2017, is fixed as the last day for creditors to submit
completed ballots to Debtors' counsel.

                    About DJM Enterprises

Headquartered in Sanford, Maine, DJM Enterprises, LLC, filed for
Chapter 11 bankruptcy protection (Bankr. D. Maine Case No.
15-20029) on Jan. 22, 2015, estimating its assets and liabilities
at between $1 million and $10 million.  The petition was signed by
Deborah J. Miles, member/manager.

Judge Peter G. Cary presides over the case.

Jeffrey P. White, Esq., at Jeffrey P. White And Associates, P.C.,
serves as the Debtor's bankruptcy counsel.


DR. LUIS A VINAS: Has Interim Approval to Use Cash Until May 16
---------------------------------------------------------------
Judge Erik P. Kimball of the U.S. Bankruptcy Court for the Southern
District of Florida authorized Dr. Luis A. Vinas, MD, PA to use
cash collateral to fund ongoing ordinary and necessary operations
itemized on the Budget for the period commencing on April 17, 2017
and ending on May 16, 2017.

The Budget provides estimated total expenses of approximately
$105,257, however, the Debtor is authorized to supplement the
Budget by disclosing supplemental expenses in the event of an
emergency expenditure which is necessary for the preservation of
the Debtor's operating licenses or patient's health or safety. The
Debtor is also authorized to pay fees due to the Clerk of the Court
and to the U.S. Trustee. The Debtor is directed to maintain all
necessary insurances, payment of which must also be included in the
Budget.

As of the Petition Date, these entities claim a security interest
in, among other things, the Debtor's accounts and deposit accounts,
or the cash collateral: (a) King's Cash Group; (b) LG Funding LLC;
(c)  Pearl Capital Rivis Ventures; (d) Bank United; and (e) On Deck
Capital.

To secure their respective prepetition claims in all post-petition
cash collateral, King's Cash Group, LG Funding, Pearl Capital, Bank
United and On Deck Capital are each granted a lien on all property
owned by the Debtor, and/or acquired or generated post-petition by
the Debtor's continued operations, to the same extent, validity and
priority, if any, and of the same kind and nature as they had prior
to the filing of the Debtor's bankruptcy case.

A further hearing on the Debtor's continued use of cash collateral
will be held on May 16, 2017 at 9:30 a.m.

A full-text copy of the Order, dated May 11, 2017, is available at
https://is.gd/V4t0xd

                About Dr. Luis A. Vinas, MD PA.

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

Dr. Luis A. Vinas, MD PA, filed a Chapter 11 petition (Bankr. S.D.
Fla. Case No. 17-14765) on April 17, 2017.  Luis A Vinas, MD,
president and 100% owner, signed the petition.  The case is
assigned to Judge Paul G. Hyman, Jr.  The Debtor is represented by
Nicholas B. Bangos, Esq. at Nicholas B. Bangos, P.A.  At the time
of filing, the Debtor had estimated assets of at least $50,000 and
liabilities ranging from $1 million to $10 million.


EQUIAN BUYER: Incremental $100MM Debt Weakens Moody's B2 CFR
------------------------------------------------------------
Moody's Investors Service said that the incremental $100 million of
term loan debt that Equian plans to raise is credit negative and
weakens the positioning of the company's recently assigned B2 CFR.

Equian Buyer Corp. and its subsidiaries provide healthcare payment
integrity services to, primarily, claims payors in the commercial
healthcare and workers' compensation insurance segments. Moody's
expects the company to realize 2017 revenues (pro-forma for the two
acquisitions contemplated in 2017) of approximately $275 million.
Private equity firm New Mountain Capital owns Equian as the result
of a late 2015 acquisition.



FANSTEEL INC: Has Stipulation on Cash Collateral Use Until June 30
------------------------------------------------------------------
Judge Anita L. Shodeen of the U.S. Bankruptcy Court for the
Southern District of Iowa issued an rendering moot the Joint Motion
for Continued Use of Cash Collateral filed by Fansteel, Inc. and
its affiliated debtors due to the Parties Stipulation for use of
cash collateral.

In addition, Judge Shodeen held that the Parties' stipulation will
govern the Debtor's use of cash collateral until June 30, 2017.

A full-text copy of the Order, dated May 11, 2017, is available at
https://is.gd/6yeTnQ

                       About Fansteel

Headquartered in Creston, Iowa, Fansteel operates four business
units at four locations in the USA and one in Mexico with a
workforce of more than 600 employees.  Fansteel generated
approximately $87.4 million in revenue in 2015 on a consolidated
basis.  WDC contributes approximately 67% of Fansteel's sales.  The
rest of the sales are generated from Intercast, a division of
Fansteel, and other non-debtor subsidiaries, as disclosed in court
documents.

Fansteel, Inc., d/b/a Fansteel Intercast, d/b/a Fansteel Wellman
Dynamics, d/b/a Fansteel American Sintered Technologies, Wellmand
Dynamics Corporation, and Wellman Dynamics Machinery & Assembly,
Inc., filed Chapter 11 petitions (Bankr. S.D. Iowa Lead Case No.
16-01823) on Sept. 13, 2016.  The petitions were signed by Jim
Mahoney, CEO.  The cases are assigned to Judge Anita L. Shodeen.
The Debtors disclosed total assets of $32.9 million and total debt
of $41.97 million.

The Debtors tapped Jeffrey D. Goetz, Esq., and Krystal R.
Mikkilineni, Esq., at Bradshaw, Fowler, Proctor & Fairgrave, P.C.,
as counsel; RSM US LLP as tax advisor; Jeffrey Sands and Dorset
Partners, LLC as business broker; and Mark J. Steger, Esq. at the
Clark Hill Law Firm as Environmental Counsel.

The U.S. Trustee for Region 12 on Sept. 23, 2016, appointed nine
creditors of Fansteel Inc. to serve on the official committee of
unsecured creditors.  The Official Committee retained Morris
Anderson & Associates, Ltd., as financial advisor, and Archer &
Greiner, P.C. and Nyemaster Goode, P.C., as counsel.

The Troubled Company Reporter has earlier reported that the U.S.
trustee for Region 12 announced that the nine-member unsecured
creditors' committee of Fansteel, Inc., will no longer serve as the
official committee in the company's Chapter 11 case.  The
bankruptcy watchdog added that it will be reconstituted as the
official committee of unsecured creditors in the Chapter 11 cases
of Wellman Dynamics Corp. and Wellman Dynamics Machinery &
Assembly, Inc.  In a filing March 22, 2017, the U.S. trustee
disclosed that a new creditors' committee has not yet been
appointed in Fansteel's bankruptcy case.


FERGUSON CONVALESCENT: Trustee Selling All Assets for $700K
-----------------------------------------------------------
Charles J. Taunt, the Chapter 11 Trustee for Ferguson Convalescent
Home, Inc., asks the U.S. Bankruptcy Court for the Eastern District
of Michigan to authorize sale of substantially all operating assets
of the Debtor to Davis & Davis Management Group, LLC, for
$700,000.

Prior to and after the Petition Date, the Debtor operated a nursing
home ("Business") located at 239 S. Main Street, Lapeer, Michigan
("Real Property").  The Real Property is owned by a combination of
Ferguson Properties, LLC and Paul Ferguson and Phebe Dennis,
successors of Ann Lee Ferguson under the Anna Lee Ferguson Living
Trust under agreement dated March 24, 1987 ("Real Property
Owners").

The Internal Revenue Service and the State of Michigan assert
secured claims against the assets of the Debtor.  In addition, the
State of Michigan Department of Health and Human Services ("DHHS")
alleges a priority claim in the amount of $853,429 as of March 23,
2017 under the Michigan Medicaid Quality Assurance Assessment
("QAAP").

After the Appointment Date, the Trustee engaged Marcus & Millichap
to market the Operations as a going concern.  The Real Property and
the Business were simultaneously marketed.  Through this marketing
effort, Marcus & Millichap engaged in conversations with more than
21 potential interested parties, of whom six provided written
letters of intent for the purchase of the substantially all of the
assets of the estate (excluding accounts receivable and other
excluded assets)("Business Assets") and the Real Property.  After
extensive negotiations and vetting by Marcus & Millichap, the
Trustee, and the Real Property Owners, the Operations Buyer and
Davis & Davis Properties Group, LLC ("Real Property Buyer") were
selected as the highest and best offer in the amount of $2 million,
and the parties executed an Asset Purchase Agreement on May 12,
2017.

The Asset Purchase Agreement was executed between the Trustee, the
Real Property Owners, the Operations Buyer, and the Real Property
Buyer, subject to approval of the Court, and sets forth the terms
governing the transaction.  The term "Sale Assets" is used broadly
in the Asset Purchase Agreement to describe all of the assets
subject to the agreement, including the Real Property.  The term
"Business Assets" defines only those assets which are property of
the bankruptcy estate and the Debtor for which the Trustee asks
Court approval to sell.

The Asset Purchase Agreement requires the assumption and assignment
of Assumed Contracts.  To the extent one or more of the Assumed
Contracts is found to be in default, and the Operations Buyer still
wishes to assume such contract, Operations Buyer has agreed to pay
the Assumed Cure Costs relating to such Assumed Contract.  In
addition, Operations Buyer has agreed to assume the liabilities
associated with the Assumed Contracts.  Therefore, the Trustee asks
the Court to approve the assumption and assignment of Assumed
Contracts.

In order to allow for the sale of the Business Assets, the Trustee,
the Real Property Owners, the IRS and DHHS reached an agreement as
to the allocation of the gross proceeds from the Asset Purchase
Agreement between the Business Assets and the Real Property.   The
parties executed Proceeds Allocation & Intercreditor Agreement to
commemorate this agreement.  The Trustee asks approval of the
Proceeds Allocation & Intercreditor Agreement as an appropriate
settlement of the estate's dispute regarding the proper valuation
of the Business Assets and agreement between the IRS and DHHS
regarding liens against the proceeds and remaining assets in the
estate.

As to the allocation of proceeds, the Proceeds Allocation &
Intercreditor Agreement provides as follows: 65% of the gross sale
proceeds will be allocated to the Real Property and 35% of the
gross sale proceeds will be allocated to the Business Assets
("Estate Proceeds").  The parties further agreed that all
commissions and costs associated with the sale pursuant to the
Asset Purchase Agreement (not including the Parties respective
legal fees) will also be allocated 65% to the Real Property and 35%
to the Business Assets.

The IRS holds a senior secured lien against the property of the
estate in excess of $1.4 million.  The Estate Proceeds under the
Proceeds Allocation are anticipated to be substantially less than
the IRS Secured Claim.  The IRS has consented to the sale of the
Business Assets and the Proceeds Allocation.  To the extent the
Sale Order provides for the sale of the Business Assets free and
clear of liens, claims and interests, the Trustee believes that all
other affected parties will consent.

The Proceeds Allocation & Intercreditor Agreement provides for a
carve out of a certain portion of the IRS's lien against the
estate's receivables in favor of DHHS by which the DHHS agrees not
to withhold issuance of the CON in the name of Operations Buyer on
the basis of non-payment of the QAAP by the Debtor.

As such, the Trustee asks a finding that any claims of the DHHS
that are not satisfied from the estate are not and will not be an
obligation of the Operations Buyer.  Upon approval of the
Operations Buyer by DHHS or the State of Michigan for transfer of
the Certificate of Need ("CON"), DHHS will issue the CON to
Operations Buyer free and clear of any QAAP which is unpaid and
owing by the Debtor at Closing.

Furthermore, unpaid QAAP taxes will not be a valid basis upon which
the State of Michigan or the DHHS may refuse to issue any of the
following to Buyer: (i) CON approval, (ii) Medicaid provider
number, or (iii) any other state issued license or certification
required for the operation of the Business.

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

     http://bankrupt.com/misc/Ferguson_Convalescent_280_Sales.pdf

The Trustee believes the proposed sale to Operations Buyer
maximizes the value of the Business Assets for the estate.  Through
the marketing process which was undertaken, he that the sale of the
Business Assets to the Operations Buyer will result in the best
possible recovery for the estate. Accordingly, the Trustee asks the
Court to approve the relief sought.

The Purchasers can be reached at:

          DAVIS & DAVIS MANAGEMENT GROUP, LLC
          DAVIS & DAVIS PROPERTIES GROUP, LLC
          1920 Livernois Rd., Suite B
          Troy, MI 48083
          Attn: Dr. Michael Davis
          E-mail: docmike40@hotmail.com

The Purchasers are represented by:

          Allison R. Bach, Esq.
          DICKINSON WRIGHT PLLC
          500 Woodward Avenue, Suite 4000
          Detroit, MI 48226
          Facsimile: 844-670-6009
          E-mail: ABach@dickinsonwright.com

                 About Ferguson Convalescent

Ferguson Convalescent Home, Inc., filed a Chapter 11 bankruptcy
petition (Bankr. E.D. Mich. Case No. 16-30397) on Feb. 24, 2016.
The case is pending before the Honorable Daniel S. Opperman.  The
Debtor is represented by Martin W. Hable, Esq., in Lapeer, Mich.

On December 13, 2016, Charles J. Taunt was appointed as Chapter 11
trustee.

The Debtor is a privately owned and licensed long term skilled
nursing facility located at 239 S. Main St., Lapeer, Mich.  It
consists of 87 licensed beds, located within a leased facility.
The
Debtor had 54 residents and employed nearly 100 full and part-time
employees at the time of the bankruptcy filing.


FIRST CASH: S&P Rates $300MM Unsecured Notes Due 2024 'BB'
----------------------------------------------------------
S&P Global Ratings said it assigned a 'BB' rating on First Cash
Financial Services Inc.'s $300 million unsecured notes due 2024.
The rating on the notes is based on the issuer credit rating on
First Cash.  Given that the company will use $200 million of the
issuance to repay its existing senior unsecured notes and that it
paid down over $120 million on its line of credit during the first
quarter of 2017, the issuance does not change S&P's view of the
company's leverage.

S&P has a 'BB' issuer credit rating on First Cash and a stable
outlook.  The rating on First Cash is based on the company's stable
track record of revenue and margins through various economic
cycles, its limited credit risk based on its collateralized
short-term loan portfolio, and its consistently lower leverage than
peers'.  The company's narrow focus on pawn lending and execution
risk from its recent merger with Cash America offset these
strengths.

RATINGS LIST

First Cash Financial Services Inc.
Issuer Credit Rating                   BB/Stable/--

New Rating

First Cash Financial Services Inc.
Senior Unsecured
  $300 mil. notes due 2024              BB


FORTRESS INVESTMENT: Fitch Cuts Long-Term IDR to BB+
----------------------------------------------------
Fitch Ratings has downgraded the Long-term Issuer Default Ratings
(IDR) of Fortress Investment Group LLC and its related entities
(collectively Fortress) to 'BB+' from 'BBB' and Short-Term IDR to
'B' from 'F2'. The ratings have been removed from Negative Watch.
The Rating Outlook is Stable.

Additionally, Fitch has assigned an expected rating of 'BB+' (EXP)
to the $1.4 billion of five-year secured debt, which is being
issued in connection with Fortress' announced acquisition by
SoftBank Group Corp. (SBG). The acquisition will be funded by a
combination of debt proceeds, Fortress balance sheet cash, and an
equity contribution from SBG. The acquisition is expected to close
in the second half of 2017.

KEY RATING DRIVERS - IDRs

The ratings downgrade is driven by the expected increase in
leverage following the issuance of the secured debt. Fortress'
leverage, as measured by debt/fee-related EBITDA (FEBITDA) is
expected to increase to approximately 9.3x based on 2016 FEBITDA
and $1.4 billion of secured debt, which is well-above Fitch's 'bbb'
quantitative benchmark range of 2.5x to 4.0x. Fitch believes
leverage could decline relatively quickly over the outlook horizon,
driven by debt principal reduction from a mandatory 50% free cash
flow sweep; however, this will be highly dependent upon the firm's
ability to realize incentive income on its funds and the stability
of its fee-earning assets under management (FAUM) and fee rates.

Fortress' ratings reflect its established position as a global
alternative investment manager (IM), experienced management team,
stable cash flow generation, reduced management fee exposure to net
asset value (NAV), moderate and declining balance sheet
co-investment, and adequate liquidity profile. Ratings are
constrained by limited revenue diversity relative to more highly
rated peers, investment concentrations within its private equity
fund and vehicles, historical underperformance in certain funds and
business segments and the expectation for a primarily secured
funding profile post-acquisition. The ratings are also constrained
by 'key man' risk, which is institutionalized throughout many
limited partnership agreements and reputational risk, which can
impact the company's ability to raise future funds.

The removal of the Rating Watch Negative is the result of obtaining
greater clarity from Fortress and SBG regarding the firm's
post-acquisition strategic and financial profile. Fitch believes
Fortress' strategic direction will not materially change under
SBG's control and that the firm will continue to operate as a
relatively autonomous alternative asset manager, focused on
investment performance and the expansion of assets under management
(AUM).

Fitch does not publically rate SBG but noted weaknesses in its
credit profile that include elevated leverage levels, single name
investment concentrations in the telecommunication industry, and an
acquisitive growth strategy. Still, Fitch believes that SBG has
limited ability to alter Fortress' leverage profile to the
detriment of debtholders, due to the 50% excess cash flow sweep,
the cash generative business model, and the pay-out ratio (subject
to stepdowns based on leverage), which has accounted for the
majority of distributable earnings historically. Fortress' ratings
are currently unaffected by SBG's ownership.

The secured debt will be partially guaranteed (on an unsecured
basis) by a SBG-owned entity (SBG Guarantor), until such time as
leverage falls below 2.0x as calculated by the company. SPG
Guarantor's assets solely consist of certain shares in Social
Finance, Inc. (SoFi), a privately-held online personal finance
company of which SBG is a minority shareholder. Fortress' secured
debt rating is unaffected by this guarantee given the limited
transparency around the on-going valuation of the SoFi investment
and the potential market value haircut that could be incurred if
the SoFi shares needed to be liquidated to honor the guarantee
given SBG's single concentrated, minority private equity position.

Fortress' fee base is increasingly stable, as approximately
three-quarters of its alternative FAUM is in permanent equity or
long-term fund structures that mature beyond the five year debt
maturity. Given the firm's relatively predictable management fees
combined with its variable cost basis, Fitch believes there is good
forward visibility on the level of management fees and FEBITDA,
which should allow for a steady reduction in leverage. Fortress
also had $7.5 billion in uncalled capital as of March 31, 2017,
which provides potential upside to the firm's management fees.

Additionally, Fitch notes that Fortress had $1.4 billion of
unrealized incentive income as of 1Q17. Therefore, the realization
of incentive income could also contribute to free cash flow
generation and the repayment of debt over the outlook horizon.
However, realized incentive income is dependent on the level and
timing of investment exits and fund performance, which could be
volatile.

FinCo I LLC, an entity created in connection with the SBG
acquisition, will be the debt issuing entity for the secured debt
and will be a parent company of Fortress post-acquisition. In
addition to the unsecured guarantee from the SBG Guarantor, the
debt issued by FinCo I LLC will be joint and severally guaranteed
by certain parent companies of the issuer and the intermediate
holding company that will be the direct parent of Fortress
post-acquisition.

The Stable Rating Outlook reflects Fitch's expectations for stable
management fees and FEBITDA generation, given continued fund
raising and an increase in permanent capital fee-earning assets
under management (FAUM), combined with debt principle reduction
that is expected to reduce leverage below 6.0x in 2018, which is
adequate for the rating category.

RATING SENSITIVITIES - IDR, UNSECURED DEBT and SECURED DEBT

Negative rating pressure could be driven by an inability to reduce
leverage below 6.0x over Fitch's outlook horizon, a reduction in
management fees resulting from significant redemption activity or
declining fee rates, material declines in asset values and/or a
diminished liquidity profile. Deterioration in the credit profile
of SBG combined with inadequate limitations on SBG's ability to
extract liquidity from Fortress to the detriment of debt holders,
could pressure Fortress' ratings.

Conversely, positive rating momentum could result from a reduction
in leverage to within Fitch's 'bbb' quantitative benchmark range of
2.5x to 4.0x, continued FAUM growth, improved FEBITDA margin,
increased revenue diversity, increased funding flexibility through
access to additional unsecured debt and/or diversified funding
sources, and maintenance of strong liquidity levels.

The unsecured and secured debt ratings are equalized with Fortress'
IDR and therefore, would be expected to move in tandem with any
changes to Fortress' IDR.

Fortress, a Delaware incorporated limited liability company, is a
global alternative IM specializing in private equity, credit funds,
permanent capital vehicles and hedge funds. As of March 31, 2017,
AUM amounted to $70.2 billion. The company's stock is listed on the
NYSE under the ticker 'FIG'.

Fitch has downgraded the following ratings and removed them from
Rating Watch Negative:

Fortress Investment Group LLC
-- Long-term IDR to 'BB+' from 'BBB';
-- Short-term IDR to 'B' from 'F2';

FIG LLC
Fortress Operating Entity I L.P.
Principal Holdings I L.P.
-- Long-term IDRs to 'BB+' from 'BBB';
-- Short-term IDRs to 'B' from 'F2'.
-- Unsecured debt to 'BB+' from 'BBB'.

The Rating Outlook is Stable.

Fitch has assigned the following expected rating:

Fortress Investment Group LLC
-- Senior secured term loan 'BB+(EXP)'.


GARLOCK SEALING: Seeks Confirmation Anew Amid Travelers Objection
-----------------------------------------------------------------
Ryan Boysen of Bankruptcy Law360 reports that Garlock Sealing
Technologies LLC is again seeking Bankruptcy Court confirmation of
the latest version of its Chapter 11 plan, saying that it has
recently resolved objections from Zurich American Insurance Company
and Century Indemnity Company and only the objection from  two
Travelers units are remaining.

Zurich American agreed to pay Garlock $9 million and Century
Indemnity Company agreed to pay roughly $10 million in exchange for
claims release, Law360 relays.

Garlock urges the Bankruptcy Court to overrule Travelers'
objection, or allow it to cut a deal with Travelers and amend the
plan once a deal is in place, Law360 relates.

Law360 cites that under the proposed plan, Garlock will merge with
parent company Coltec Industries Inc. and all asbestos-related
liability claims will be transferred to a trust per the terms of an
accompanying injunction.

            About Garlock Sealing Technologies LLC

Headquartered in Palmyra, New York, Garlock Sealing Technologies
LLC is a unit of EnPro Industries, Inc. (NYSE: NPO). For more than
a century, Garlock has been helping customers efficiently seal the
toughest process fluids in the most demanding applications.

On June 5, 2010, Garlock filed a voluntary Chapter 11 petition
(Bankr. W.D.N.C. Case No. 10-31607) in Charlotte, North Carolina,
to establish a trust to resolve all current and future asbestos
claims against Garlock under Section 524(g) of the U.S. Bankruptcy
Code. The Debtor estimated $500 million to $1 billion in assets and
up to $500 million in debts as of the Petition Date.

Affiliates The Anchor Packing Company and Garrison Litigation
Management Group, Ltd. also filed for bankruptcy.

Albert F. Durham, Esq., at Rayburn Cooper & Durham, P.A.,
represents the Debtor in their Chapter 11 effort. Garland S.
Cassada, Esq., at Robinson Bradshaw & Hinson, serves as counsel for
asbestos-related matters.

The Official Committee of Unsecured Creditors is represented by
FisherBroyles LLP.

The Official Committee of Asbestos Personal Injury Claimants in the
Chapter 11 cases is represented by Travis W. Moon, Esq., at
Hamilton Moon Stephens Steele & Martin, PLLC, in Charlotte, NC,
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, in New
York, and Trevor W. Swett III, Esq., Leslie M. Kelleher, Esq., and
Jeanna Rickards Koski, Esq., in Washington, D.C.

Joseph W. Grier, III, the court-appointed legal representative for
future asbestos claimants, has retained A. Cotten Wright, Esq., at
Grier Furr & Crisp, PA, and Richard H. Wyron, Esq., and Jonathan P.
Guy, Esq., at Orrick, Herrington & Sutcliffe LLP, as his
co-counsel.

Judge George Hodges of the U.S. Bankruptcy Court for the Western
District of North Carolina on Jan. 10, 2014, entered an order
estimating the liability for present and future mesothelioma claims
against Garlock Sealing at $125 million, consistent with the
positions GST put forth at trial.

In January 2015, the Debtors filed their Second Amended Plan of
Reorganization, which is backed by the Future Asbestos Claimants'
Representative (FCR).

                           About OldCo, LLC

OldCo, LLC, formerly known as Coltec Industries, Inc., based in
Charlotte, N.C., manufactures and distributes aerospace and
industrial products in the United States, Canada, and Europe.  It
filed a Chapter 11 bankruptcy petition (Bankr. W.D.N.C. Case No.
17-30140) on Jan. 30, 2017.  The petition was signed by Joseph
Wheatley, president and treasurer.  Bankruptcy Judge Craig J.
Whitley is assigned to the case.

The Debtor is represented by Daniel Gray Clodfelter, Esq. and
William L. Esser, IV, Esq., at Parker Poe Adams & Bernstein LLP.
The Debtor also hired David M. Schilli, Esq., and Andrew W.J.
Tarr,
Esq., at Robinson, Bradshaw & Hinson, P.A. as special corporate &
litigation counsel; Rust Consulting/Omni Bankruptcy as claims,
notice & ballot agent.

In its petition, the Debtor estimated $100 million to $500 million
in both assets and liabilities.

By Order entered on February 3, 2017, the Court ordered that the
Coltec Bankruptcy Case be jointly administered with the Garlock
Bankruptcy Case.


GARZA CONTRACTING: Case Summary & 7 Unsecured Creditors
-------------------------------------------------------
Debtor: Garza Contracting, Inc.
           dba AA Contracting
        7832 Weedpatch Highway
        Bakersfield, CA 93307

Case No.: 17-11918

Business Description: Garza Contracting is a small business
                      debtor as defined in 11 U.S.C. Section
                      101(51D).  Founded in 2002, the Company is
                      engaged in farm labor contracting.

Chapter 11 Petition Date: May 16, 2017

Court: United States Bankruptcy Court
       Eastern District of California (Fresno)

Judge: Hon. Fredrick E. Clement

Debtor's Counsel: T. Scott Belden
                  BELDEN BLAINE RAYTIS, LLP
                  P.O. Box 9129
                  Bakersfield, CA 93389
                  Tel: 661-864-7826
                  E-mail: sbelden@beldenblaine.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Irma Garza, president.

A copy of the Debtor's list of the Debtor's seven largest unsecured
creditors is available for free at
http://bankrupt.com/misc/caeb17-11918.pdf


GENERAL MOTORS: Car Buyers Say Tronox Ruling Won't Stop Suit
------------------------------------------------------------
Alex Wolf, writing for Bankruptcy Law360, reports that a group of
car buyers seeking to bring claims related to vehicle defects
against General Motors LLC post-bankruptcy told the Hon. Martin
Glenn of the U.S. Bankruptcy Court for the Southern District of New
York that the Second Circuit's Tronox Inc. decision in April does
not stop them in their tracks.

Law360 relates that attorneys for the New GM and for GM car buyers
submitted letters addressing the extent to which the Second
Circuit's decision keeping toxic tort plaintiffs from filing a
lawsuit against former Tronox parent Kerr-McGee Corp. affects GM
vehicle owners' ability to go after New GM for
non-ignition-switch-related defects.

According to Law360, Judge Glenn has been sorting out how the
Second Circuit ruling should be interpreted, by asking New GM and
the buyers for their input. The report shares that the group of
non-ignition-switch plaintiffs said the claims in Tronox contrast
with theirs against New GM because unlike the claimants in Tronox,
the non-ignition-switch plaintiffs are seeking to recover from New
GM solely for its own post-sale wrongdoing, not attempting to
assert derivative claims against the new company.

The New GM, Law360 reports, said that the Tronox decision
reinforces New GM's position that the Bankruptcy Court is the
gatekeeper that decides whether an alleged independent claim
against an asset purchaser like the New GM are truly independent or
are barred by free and clear sale provisions in Chapter 11.
According to the report, the New GM said that based on the
Bankruptcy Court's holdings in fall 2015, the non-ignition-switch
plaintiffs cannot assert independent claims against New GM.

                  About Motors Liquidation

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

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

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

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


GENERAL WIRELESS: Settlement With Sprint Gets Court's Nod
---------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has approved
General Wireless Operations Inc. dba RadioShack, et al.'s
settlement with Sprint Corp.

Vince Sullivan, writing for Bankruptcy Law360, reports that the
Debtors' settlement with Sprint unwinds the partnership forged in
the RadioShack's previous bankruptcy almost two years ago.
According to the report, the attorneys for the Debtors told the
Court that the Debtors have resolved an objection to the mutual
settlement from the committee of unsecured creditors by altering
language in the order.

The Debtors are authorized to reject the transaction documents and
related agreements effective, nunc pro tunc, as of the Petition
Date, and the transaction documents will be terminated after all of
the obligations of the Debtors and Sprint under the settlement
agreement are completed.  Nothing in the settlement agreement or
the court order will create an administrative expense claim in
these cases or elevate any pre-petition claim of Sprint into a
post-petition administrative expense claim, on account of any
obligation of the Debtors under any of the transaction documents.
The Debtors and Sprint will complete all remaining obligations
under the settlement agreement, and notwithstanding the continued
operation of the Co-Branded Store under the terms of the alliance
agreement as set forth in Section 4.5 of the settlement agreement,
any administrative expense claim under the settlement agreement
will be limited to the obligations arising post-petition under the
settlement agreement, including but not limited to the first
amended and restated supplemental transition services agreement.

The investigation period as set forth in the settlement agreement
is extended through and including June 30, 2017.

Sprint will have no further obligation to pay rent and overhead to
the Debtors under the settlement agreement beyond the payments made
by Sprint to date, with the exception of April overhead, which will
be paid by Sprint when the amount is calculated by May 31, 2017.

The Debtors' release of Sprint and any other entity or person
identified in the settlement agreement will, without further court
order, become effective on July 1, 2017, unless a claim is filed
against any Sprint party by a party with standing to assert the
claim prior to July 1, 2017.  If no timely challenge is filed,
Sprint is authorized and directed to pay the full $5 million
Holdback to the Debtors, without setoff or recoupment, on or prior
to July 6, 2017.

A copy of the court order is available at:

           http://bankrupt.com/misc/deb17-10506-601.pdf

                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.


GLOBAL COMMODITY: Disclosure Statement Hearing Set for June 21
--------------------------------------------------------------
The U.S. Bankruptcy Court in Puerto Rico is set to hold a hearing
on June 21 to consider approval of the disclosure statement, which
explains the proposed Chapter 11 plan for Global Commodity Group
Inc.

The hearing will be held at 2:00 p.m., at the Jose V. Toledo
Federal Building and U.S. Courthouse, Courtroom No. 1, Second
Floor, 300 Recinto, Sur, Old San Juan, Puerto Rico.  

The company proposes a plan of reorganization that will be funded
from the sale of its remaining real property.  

Global Commodity, which is subject to a foreclosure action by CRIM
for property taxes, sees the sale as the only feasible alternative
for funding its plan in order to pay its debt to CRIM.

CRIM, the company's only creditor, holds an unsecured priority
claim, which will be paid within one month once its committee
accepts the company's settlement offer.  

Under the proposed plan, Class 1, which consists of general
administrative expenses, will be paid full in cash.  
Administrative expenses will be paid from the proceeds of the
account receivables.

Global Commodity estimates the liability in Class 1 will not exceed
$5,000.

Meanwhile, Class 2 equity security interest holders will not
receive any cash dividend throughout the plan.  However, they will
retain their interest in the reorganized company by receiving a
distribution of common stock from that company, according to the
company's disclosure statement.

A copy of the disclosure statement is available for free at
https://is.gd/DuNU1I

               About Global Commodity Group Inc.

Global Commodity Group Inc. was established for real estate
administration.  The Debtor's only property is located at Arecibo,
Puerto Rico.

Headquartered in Manati, the Debtor filed for Chapter 11 protection
(Bankr. D. P.R. Case No. 17-01589) on March 8, 2017.  The petition
was signed by Ramon Nunez Freytes, president. The Debtor estimated
its assets and liabilities at $1 million to $10 million.  

Judge Brian K. Tester presides over the case.

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


GOD'S UNIVERSAL: Hearing on Plan Outline Set for Aug. 7
-------------------------------------------------------
The Hon. Wendelin I. Lipp of the U.S. Bankruptcy Court for the
District of Maryland will hold on Aug. 7, 2017, at 10:00 a.m., a
hearing to consider the approval of the disclosure statement dated
May 3, 2017, referring to the plan of reorganization of God's
Universal Kingdom Christian Church, Inc., dated May 3, 2017.

Objections to the Disclosure Statement must be filed by June 12,
2017.

                 About God's Universal Kingdom

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

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

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


GOLDEN BEARS: Nortia Buying All Assets for $840K
------------------------------------------------
Golden Bears 88, LLC, doing business as Veranda Apartments, asks
the U.S. Bankruptcy Court for the Southern District of Mississippi
to authorize the private sale of substantially all assets to
Nortia, LLC for $840,000.

The Debtor operates Veranda Apartments, consisting of 27 units,
located at 1140, 1154 and 1110 N. Greymont Street, Jackson,
Mississippi.  Shortly prior to the filing of the petition, the
Debtor was placed in Receivership in the Chancery Court of the
First Judicial District of Hinds County.

An order authorizing the Debtor to employ B&B Management Group, LLC
as Manager was entered on Jan. 18, 2017 and B&B has been managing
the Veranda Apartments and assisting in finding a buyer.  B&B and
the Debtor have both received numerous expressions of interest, and
they have conducted extensive negotiations and discussions with
various interested parties for the sale of the Veranda.

Gary Lym, Executor/Manager the Debtor, has received an offer to
purchase the Veranda Apartments from the Buyer, dated as of May 15,
2017, for $840,000.  The Buyer has deposited with the Seller the
sum of $5,000 as earnest money.  The expected closing of said sale
is June 15, 2017.

The offer, which expires May 20, 2017 at 2:00 p.m. pursuant to the
Purchase Agreement, represents the best opportunity for the Veranda
Apartments to continue to operate and to preserve their going
concern value and to generate the greatest return to the creditor
and parties in interest.

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

     http://bankrupt.com/misc/Golden_Bears_91_Sales.pdf

The Debtor has determined that a private sale of the assets is in
its best interests, its estate, and its creditors.  The paramount

goal in any proposed sale of property of the estate is to maximize
the proceeds received by the estate.  In light of the Debtor's
current condition, and prior orders requiring the Debtor to sell
the assets, no further justification is needed.

The Debtor and its secured creditor Wilmington Trust, National
Association, as Trustee for the Registered Holders of LSTAR
Commercial Mortgage Trust 2015-3, Commercial Mortgage Pass-Through
Certificates, Series 2015-3, acting by and through Hudson Americas
L.P., a Delaware limited partnership have agreed that the secured
creditor will receive $800,000 from the proceeds of the sale for
full satisfaction of its claim and will cancel any and all
Mortgages or Deeds of Trust or liens of any kind against the
property.

A prompt sale of the assets to the Buyer will likely enable the
Debtor to realize good value for the assets.  The Debtor believes
that the terms and conditions set forth are fair and equitable to
the Buyer and the Debtor, and thus reflect a transaction that will
ultimately result in a successful sale of the Debtor's assets.  The
Debtor believes that any material delay in consummating the
proposed sale of the assets will result in a reduction in the value
of its assets.  Accordingly, the Debtor asks the Court to approve
the sale of assets to the Buyer free and clear of liens, claims,
interests, and encumbrances.

The Purchaser can be reached at:

          NORTIA, LLC
          Telephone: (415) 309-1895

                    About Golden Bears 88

Golden Bears 88, LLC, doing business as Veranda Apartments, filed a
Chapter 11 bankruptcy petition (Bankr. S.D. Miss. Case No.
16-03788) on Nov.18, 2016, disclosing under $1 million in both
assets and liabilities.  The Debtor is represented by J. Walter
Newman, IV, Esq., at Newman & Newman.

B&B Management Group, LLC was appointed as Manager on Jan. 18,
2017.


GOLDEN BEARS: Wants Exclusive Plan Filing Deadline Moved to July 15
-------------------------------------------------------------------
Golden Bears 88, LLC, asks the U.S. Bankruptcy Court for the
Southern District of Mississippi to extend to and including July
15, 2017, the period in which the Debtor can exclusively file a
disclosure statement and plan of reorganization.

The exclusivity period was slated to expire on May 16, 2017, absent
an extension, and the Debtor has been unable to finalize its
proposed Plan within the initial time period provided by the U.S.
Bankruptcy Code.  The Debtor has filed its motion to sell
substantially all of its assets, free and clear of liens, claims
and interests, with liens attaching to proceeds of sale, outside
the ordinary course of business.

Given this extension, the Debtor will be able to file a Disclosure
Statement and Plan that will be confirmed within a reasonable time.
Therefore, the Debtor seeks the 60-day extension of the filing of
the Debtor's Plan and Disclosure Statement and a concomitant
extension 60 days within which to obtain Plan Confirmation.

The Debtor tells the Court that it does not seek this extension for
purposes of delay, but rather, to allow the Debtor an opportunity
to fully formulate and file its proposed Plan and Disclosure
Statement.  The Debtor assures the Court that the extension will
not result in any undue prejudice to any creditor or other
party-in-interest.

As reported by the Troubled Company Reporter on April 24, 2017, the
Court previously extended the Debtor's exclusive plan filing period
through May 16, 2017, and its exclusive solicitation period through
July 14, 2017.

                     About Golden Bears 88

Golden Bears 88, LLC dba Veranda Apartments, filed a Chapter 11
bankruptcy petition (Bankr. S.D. Miss. Case No. 16-03788) on Nov.
18, 2016, disclosing under $1 million in both assets and
liabilities.  The Debtor is represented by J. Walter Newman, IV,
Esq., at Newman & Newman.


GRAPHIC TECHNOLOGY: Seeks August 15 Exclusive Period Extension
--------------------------------------------------------------
Graphic Technology Services, Inc. requests the U.S. Bankruptcy
Court for the District of New Jersey to extend its exclusive period
during which to file its Plan of Reorganization and Disclosure
Statement through August 15, 2017.

The Debtor alleges that this is its first request for an extension,
and without the requested extension, its exclusive period to file a
Plan of Reorganization was set to expire on May 15, 2017.

The Debtor tells the Court that it has been working with various
options in an attempt to file its Plan of Reorganization.
Accordingly, the Debtor needs an additional 90 days while awaiting
its attempt before it can file a Plan of Reorganization.

A hearing on the Debtor's motion for an Order extending the time
for the Debtor to file its Disclosure Statement and Plan of
Reorganization will take place on June 6, 2017 at 11:00 a.m.

                       About Graphic Technology

Graphic Technology Services Inc., filed a Chapter 11 bankruptcy
petition (Bankr. D.N.J. Case No. 16-31740) on November 14, 2016.
The Petition was signed by Robert M. Ryan, president. At the time
of filing, the Debtor had less than $50,000 in estimated assets and
$100,000 to $500,000 in estimated liabilities. The Debtor is
represented by Leonard S. Singer, Esq., at Zazella & Singer, Esqs.

The case is assigned to Judge Stacey L. Meisel.


GREAT BASIN: Obtains Release of $1.36 Million of Restricted Cash
----------------------------------------------------------------
Great Basin Scientific, Inc., announced that holders of the 2017
Series B Senior Secured Convertible Notes have agreed to the
release of $1.36 million from a restricted cash account.  As a
condition of the release, the Company reduced the conversion price
of the Series B Notes to $1.10 per share until July 14, 2017. After
July 14, the conversion price of the Series B Notes will revert to
$3.00 per share.  Assuming the Series B Notes are converted in full
prior to July 14, the noteholders will potentially receive 1.24
million shares of common stock in exchange for the conversion in
full of the Series B Notes.  The release of all remaining
restrictions on the restricted cash accounts resulted in the
elimination of the variable-priced conversion feature of the Series
B Notes.  All shares issued under the Series B Notes are subject to
a 35% daily volume leak-out provision for the earlier of 15 days
from Monday May 15, 2017, or $4 million of shares traded.

"We are pleased that our noteholders agreed to release $1.36
million of restricted cash in exchange for a temporary reduction in
the conversion price of our Series B Notes.  These funds will be
used to support our growth initiatives and for other corporate
purposes," said Ryan Ashton, co-founder and chief executive officer
of Great Basin Scientific.  "This transaction is part of our
continuing effort to simplify our capital structure, which we
believe will help investors better understand the Company's value,
and facilitate our efforts to pursue future financings and other
strategic initiatives to fund our 2017 and 2018 growth plans."

On May 12, 2017, Great Basin Scientific filed a Current Report on
Form 8-K with the U.S. Securities and Exchange Commission
describing the transaction documents for the release of restricted
cash and leak-out, a copy of which is available for free at:

                   https://is.gd/eR6YSp

                     About Great Basin

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

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

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

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


GULFMARK OFFSHORE: Case Summary & 14 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: GulfMark Offshore, Inc.
        842 West Sam Houston Parkway North
        Suite 400
        Houston, TX 77024

Case No.: 17-11125

Type of Business: GulfMark Offshore, Inc. provides marine
                  transportation services to the energy industry
                  through a fleet of offshore support vessels
                  serving every major offshore energy industry  
                  market in the world.  The Company's business
                  has been impacted by the level of activity in
                  worldwide offshore oil and natural gas
                  exploration, development and production, which
                  in turn is influenced by trends in oil and
                  natural gas prices.


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

Chapter 11 Petition Date: May 17, 2017

Court: United States Bankruptcy Court
       District of Delaware (Delaware)

Debtor's Counsel: Mark D. Collins, Esq.
                  Zachary I. Shapiro, Esq.
                  Brett M. Haywood, Esq.
                  Christopher M. De Lillo, Esq.
                  RICHARDS, LAYTON & FINGER, P.A.
                  One Rodney Square
                  920 North King Street
                  Wilmington, DE   19801
                  Tel: 302.651.7700
                  Fax: 302.651.7701
                  E-mail: collins@RLF.com
                         haywood@rlf.com
                         shapiro@rlf.com
                         delillo@rlf.com
                        
                    - and -

                  Gary T. Holtzer, Esq.
                  Ronit J. Berkovich, Esq.
                  Debora A. Hoehne, Esq.
                  WEIL, GOTSHAL & MANGES LLP
                  767 Fifth Avenue
                  New York, NY 10153
                  Tel: 212.310.8000
                  Fax: 212.310.8007
                  E-mail: gary.holtzer@weil.com
                          ronit.berkovich@weil.com
                          debora.hoehne@weil.com

Debtor's
Corporate
Counsel:           BLANK ROME LLP
                   1825 Eye Street,
                   Washington, DC 20006

Debtor's
Financial
Advisor:           ALVAREZ & MARSAL NORTH AMERICA, LLC
                   600 Madison Ave, 8th Floor
                   New York, NY 10022
                   Tel: 212.759.4433
                   Fax: 212.759.5532
                   Website: https://www.alvarezandmarsal.com/

Debtor's
Investment
Banker:            EVERCORE GROUP L.L.C.
                   55 East 52nd Street,
                   New York, NY 10055

Debtor's
Restructuring
Consultant:        ERNST & YOUNG LLP
                   5 Times Square, New
                   York, NY 10036

Debtor's
Auditor &
Tax
Consultant:       KPMG US LLP
                  811 Main St Suite 4500,
                  Houston, TX 77002

Debtor's
Claims,
Noticing
& Solicitation
Agent:            PRIME CLERK LLC
                  830 Third Avenue, 9th
                  Floor, New York, NY 10022
                  Web site: https://cases.primeclerk.com/gulfmark/

Total Assets: $1.07 billion as of March 31, 2017

Total Debt: $737,131,000 as of March 31, 2017

The petition was signed by Quintin V. Kneen, president and chief
executive officer.

Debtor's List of 14 Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
U.S Bank National                   6.375% Senior    $429,640,000
Association as Indenture           Notes Due 2022
Trustee
U.S. Bank Global Corporate             
Trust Services                     
225 Asylum Street, 23rd Floor
Hartford, CT 06103
United States
Attn: Susan C. Chadbourne
Vice President & Account Manager

The Royal Bank of Scotland PLC       Contingent       Undetermined
Syndicated Loans Agency PLC          Guarantee
Corporate & Institutional Banking
250 Bishopsgate London, EC2P 4AP
United Kingdom
Attn: Nicie Watkins
Tel: +44 (0) 20 7678 8000
Fax: +44 (0) 1224 289 368
Email: RBSAgencyOperations@rbs.com

DNB Bank ASA                          Contingent      Undetermined
Shipping Offshore &                   Guarantee
Logistics, Bergen
Lars Hilles Gate 30
5-5020 Bergen, Norway
Attn: Thomas Nordahl,
Senior Vice President
Tel: +47 91 50 48 00
Fax: +47 55 21 19 24

Willis of New York                   Trade Claim          $581,578
200 Liberty Street, 7th Floor
New York, NY 10281
United States
Attn: Louise Pennington,
Chief Executive Officer
Tel: +1 (212) 915-8071
Fax: +1 (315) 449-081

Briannell Duncan                     Pending Legal    Undetermined
c/o Marcus R. Spagnoletti             Settlement
401 Louisiana Street, 8th Floor
Houston, TX 77002
United States
Tel: +1 (713) 653-5600
Fax: +1 (713) 653-5656

Kortney King                          Pending Legal   Undetermined
c/o Huberslack Thomas & Marcelle       Settlement
1100 Poydras Street, Suite 1405
New Orleans, LA 70163
United States
Attn: J. Christopher Zainey,
Jr., Attorney
Tel: +1 504-274-2500
Fax: +1 504-910-0838
Email: chris@huberslack.com

David Rosenwasser                       Severance         $180,000

Don Knight                                Legal       Undetermined
Email: info@jimshall.com

Wong and Partners                      Trade Claim         $13,759
Email: adeline.wong@wongpartners.com

Berkley National Insurance Company      Insurance          $11,163
Email: hr@berkleyprogramspecialists.com

Tri-State Insurance                     Insurance           $6,459
Company of Minnesota
Email: hr@berkleyprogramspecialists.com

Adams and Reese LLP                    Trade Claim          $4,063
Email: gif.thornton@arlaw.com

Michael Sellars & Associates           Trade Claim          $2,988
Email: mks@msellarspi.com

Research Data Group Inc.               Trade Claim             $50


HARRINGTON & KING: Hearing on Further Cash Use May 18
-----------------------------------------------------
Judge Deborah L. Thorne of the U.S. Bankruptcy Court for the
Northern District of Illinois entered an Agreed Order extending
Harrington & King Perforating Co. and Harrington & King South
Inc.'s authority to use cash collateral through May 19, 2017.

The Debtors and Inland Bank & Trust have agreed to the continued
use of cash collateral under the Agreed Ninth Interim Cash
Collateral.

The hearing on the Debtor's motion to use cash collateral is
continued to May 18, 2017 at 10:00 a.m.

A full-text copy of the Order, dated May 11, 2017, is available at
https://is.gd/2ABZQ6

          About The Harrington & King Perforating

The Harrington & King Perforating Co., Inc., and Harrington & King
South Inc. are in the business of manufacturing perforating metal
sheets and rolled coils of varying gauges and types to produce hole
patterns of various sizes, shapes, and spacing. Most of the work is
done to customer specifications and consists of high value-added
jobs, not typical of most metal punching. The products are used in
automotive, acoustics, architecture, food and pharmaceutical
straining and filtering, interior design, manufacturing, safety
flooring, pollution control, transportation and mining cleaning and
grading, electronics and other fields.

The Harrington & King Perforating Co., Inc., and Harrington & King
South Inc. sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. N.D. Ill. Case Nos. 16-15650 and 16-15651) on May 7,
2016.  The petitions were signed by Greg McCallister, chief
restructuring officer and chief operating officer.  The cases are
jointly administered under Case No. 16-15650.  

The Debtors each estimated assets and liabilities in the range of
$1 million to $10 million.

The cases are assigned to Judge Deborah L. Thorne.

The Debtors engaged William J. Factor, Esq., at The Law Office of
William J. Factor, Ltd., as bankruptcy counsel.  The Debtors tapped
Patricia A. Shlonsky, Esq., and Ulmer & Berne LLP as Special
Counsel; Miles P. Cahill, Esq. at Spiegel & Cahill, P.C. as Special
Workers' Compensation Counsel; Vito Mitria and the Beacon
Management Advisors LLC as Financial Advisor; Larry Goldwasser and
Cushman & Wakefield of Illinois, Inc. as real estate broker.

The Official Committee of Unsecured Creditors of The Harrington &
King Perforating Co., Inc. and Harrington & King South Inc. retains
Thomas R. Fawkes, Esq. and Brian J. Jackiw, Esq. of Goldstein &
McClintock LLLP as its legal counsel. The Committee tapped John B.
Pidcock and Conway MacKenzie, Inc. as its financial advisor.


HARTFORD STADIUM: S&P Lowers Rating on Revenue Bonds to 'BB+'
-------------------------------------------------------------
S&P Global Ratings has lowered its rating on Hartford, Conn.'s
general obligation (GO) bonds to 'BBB-' from 'BBB' and its rating
on the Hartford Stadium Authority's lease revenue bonds to 'BB+'
from 'BBB-', and placed the ratings on CreditWatch with negative
implications.  The city's full faith and credit GO pledge secures
the bonds outstanding.

"The downgrade and the CreditWatch placement reflect the heightened
uncertainty on whether the state will increase intergovernmental
aid or otherwise lend the necessary state support to enable
Hartford to achieve structural balance and prevent it from further
fiscal deterioration," said S&P Global Ratings credit analyst
Victor Medeiros.  This recent negative view is in light of the
state's own increasing fiscal challenges, and lack of indication by
the state legislature on how it intends to address local government
aid and the level of budgetary support, particularly as it relates
to the fiscal challenges facing Hartford.  Although it is not
uncommon for the state budget to still be in consideration at this
point in May, the size of the state and city budget gaps and the
lack of consensus around how to close these gaps, increases the
likelihood of late budget adoption.  S&P believes this level of
uncertainty is also what prompted the city to recently seek
solicitations for a bankruptcy lawyer.  While a bankruptcy filing
remains distant, in S&P's opinion, by raising the possibility, S&P
believes that elected officials are seeking to better understand
the legal qualifications, process, and consequences associated with
this action if there is no budgetary support at the state level.

"The CreditWatch reflects our expectation that within the next 90
days, we would receive clarity as to the level of state support the
city will receive, although at the moment, we believe there is a
one-in--two likelihood of negative rating action," added
Mr. Medeiros.  Factors that could lead to a downgrade would be if
the state were to have a protracted budget impasse, or if the city
were not to receive sufficient support in a timely manner that
would enable it to adopt and implement a credible plan necessary to
avert further declines to cash balances.  Without such a plan in
place, the city will continue to face sizable budget gaps
materially affecting its financial position and putting downward
pressure on liquidity and capacity to meet obligations in a timely
manner.

A return to a stable outlook and, over time, upward rating movement
would depend on Hartford's ability to achieve and sustain
structural balance.  In S&P's view, that would require the city
achieve stronger budgetary flexibility and remain proactive and
make structural expenditure adjustments to lower costs.


HOTEL PARK REGENCY: Secured Creditor Object to Plan Disclosures
---------------------------------------------------------------
Roberto Y. Rodriguez and Hung C. Rodriguez object to the amended
disclosure statement explaining Hotel Park Regency LLC's plan and
the amended disclosure statement explaining the plan proposed by
Burke & Herbert Bank & Trust Company for the Debtor.

Rodriguez, a secured creditor of the Debtor, filed a proof of claim
on October 31, 2016 in the amount of $6,461,372.52.  The Note
remains matured and due in full.

The Rodriguezes complained that the Debtor's Disclosure Statement
has failed to provide a disclosure statement with adequate
information, as required by 11 U.S.C. Section 1125(b) of the
Bankruptcy Code, when it failed to explain the mechanics of a
proposed conveyance of an ownership interest in the real property,
failed to adequately explain the source of funding for the Plan,
and failed to explain what remedies are available to creditors in
the event of a default.

The Rodriguezes complained that Burke & Herbert has failed to
provide a disclosure statement with adequate information, as
required by Section 1125(b) when it improperly combined its plan
and disclosure statement and contains incorrect information.  The
Rodriguezes pointed out that the Court has ruled that the case is a
single asset real estate case, which would disqualify it as a small
business case.  The Rodriguezes further complained that Burke &
Herbert's characterization of their claim by referencing that the
Debtor has scheduled the claim in the amount of $700,000 and as a
nonpriority unsecured claim in the amount of $6,461,372.52 is not
adequate information and overstates the size of the Rodriguez
unsecured claim, given that Rodriguez has filed a secured proof of
claim in the amount of $6,461,372.52.

The Rodriguezes are represented by:

     William H. Casterline, Jr., Esq.
     Jeremy B. Root, Esq.
     James R. Meizanis, Esq.
     BLANKINGSHIP & KEITH, P.C.
     4020 University Drive, Suite 300
     Fairfax, VA 22030
     Tel: (703) 691-1235
     Fax: (703) 691-3913
     Email: WCasterlineJr@bklawva.com
            jroot@bklawva.com
            jmeizanis@bklawva.com

                  About Hotel Park Regency LLC

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

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

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


I-LIGHTING LLC: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: i-Lighting LLC
          d/b/a Stairlighting
        500 Principio Parkway West, Suite 300
        North East, MD 21901

Case No.: 17-16807

Type of Business:     i-Lighting LLC --
                      http://www.ilightingled.com-- provides LED
                      lighting solutions that are easy to install,
                      reliable & affordable while offering safety,

                      security, ambiance & increased enjoyment of
                      any indoor & outdoor living space.  With i-
                      Lighting's patented Easy PlugTM Installation
                      System and low voltage DC power supplies;
                      both contractors and consumers can now
                      affordably access and utilize LED outdoor
                      lighting thus allowing the full benefits of
                      LED technology.  The Company posted gross
                      revenue of $1.01 million in 2016 and gross
                      revenue of $1.24 million in 2015.

Chapter 11 Petition Date: May 16, 2017

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

Judge: Hon. David E. Rice

Debtor's Counsel: Joseph Michael Selba, Esq.
                  TYDINGS & ROSENBERG LLP
                  100 East Pratt Street, 26th Floor
                  Baltimore, MD 21202
                  Tel: 410-752-9753
                  Fax: 410-727-5460
                  E-mail: JSelba@tydingslaw.com

Total Assets: $294,316

Total Liabilities: $2.34 million

The petition was signed by Scott D. Holland, managing member/CEO.

A copy of the Debtor's list of 20 largest unsecured creditors is
available for free at http://bankrupt.com/misc/mdb17-16807.pdf


INGLES MARKETS: Moody's Affirms Ba3 CFR & Revises Outlook to Pos.
-----------------------------------------------------------------
Moody's Investors Service changed the ratings outlook for Ingles
Markets, Incorporated to positive from stable. Moody's also
affirmed Ingles' Ba3 Corporate Family rating, its Ba3-PD
Probability of Default rating and the B1 rating of its senior
unsecured notes. In addition, Moody's assigned a Speculative Grade
Liquidity Rating of SGL-3.

"The change in outlook to positive from stable reflects Ingles'
ability to compete successfully with alternative food retailers and
traditional grocers in its markets despite a challenging business
environment as evidenced by its same store sales growth and fairly
stable gross margins," Moody's Vice President Mickey Chadha stated.
"Ingles' large base of stores that are owned rather than leased
represent a credit positive, as it reduces Ingles' fixed cost
burden relative to companies with leased real estate, and provides
a source of value to creditors", Chadha further stated.

RATINGS RATIONALE

Ingles' Ba3 Corporate Family Rating reflects the company's solid
regional franchise, its base of owned real estate and adequate
liquidity. Ingles has outperformed its peers in a challenging
business environment which has seen unprecedented deflation in food
prices and intense competition. The ratings are constrained by its
small scale, and geographic concentration.

Assignments:

Issuer: Ingles Markets, Incorporated

-- Speculative Grade Liquidity Rating, Assigned SGL-3

Outlook Actions:

Issuer: Ingles Markets, Incorporated

-- Outlook, Changed To Positive From Stable

Affirmations:

Issuer: Ingles Markets, Incorporated

-- Probability of Default Rating, Affirmed Ba3-PD

-- Corporate Family Rating, Affirmed Ba3

-- Senior Unsecured Regular Bond/Debenture, Affirmed B1(LGD4)

The positive outlook incorporates Moody's expectations that the
company's same store sales growth will continue to outperform its
peers and credit metrics will continue to modestly improve in the
next 12 months.

Ratings could be upgraded if same store sales growth is positive,
liquidity is good, debt/EBITDA approaches 3.5 times, and
EBIT/interest is sustained above 3.0 times.

Ratings could be downgraded if the company's profitability or
liquidity deteriorate or same store sales growth demonstrates a
declining trend. Quantitatively ratings could be downgraded if debt
to EBITDA is sustained above 4.5 times or EBIT to interest is
sustained below 2.0 times.

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


INSTITUTE OF CARDIOVASCULAR: Intends to File Plan by August 14
--------------------------------------------------------------
Institute of Cardiovascular Excellence, PLLC, and its
debtor-affiliates request the U.S. Bankruptcy Court for the Middle
District of Florida to extend their exclusive periods to file a
plan of reorganization and disclosure statement, and to solicit
acceptances to the plan, through and including August 14, 2017 and
October 16, 2017, respectively.

The Debtors contend that although the sale process of their assets
has already been completed, they, however, are still examining
claims and possible objections.  The Debtors assert that
dispositions will have material impact on the formulation of a
plan.

In addition, the Debtors submit that they are attempting to collect
all receivables for the estate. Once the funds retrieved are more
certain, and the administrative costs are ascertained, the Debtors
will be in a better position to determine whether significant
distributions to unsecured creditors will be made.

        About Institute of Cardiovascular Excellence, PLLC

Institute of Cardiovascular Excellence, PLLC, based in Ocala,
Florida, filed a Chapter 11 petition (Bankr. M.D. Fla. Case No.
16-01491) on April 20, 2016.  The petition was signed by Asad
Qamar, manager.  Judge Jerry A. Funk presides over the case.  The
Debtor estimated $0 to $50,000 in assets and $10 million to $50
million in liabilities at the time of the filing.

The Debtor is represented by Aaron A Wernick, Esq., at Furr &
Cohen, PA.  The Debtor employs Jameson Vicars of Jameson Vicars &
Co., CPAS as Accountant; Tracy Mabry Law, PA. as special counsel;
and Ackerman, LLP as special transactional counsel.

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


INTERMODAL EQUIPMENT: Sale of Dallas Assets for $178K Approved
--------------------------------------------------------------
Judge Karen K. Brown of the U.S. Bankruptcy Court for the Southern
District of Texas authorized Intermodal Equipment Logistics, LLC's
sale of specific assets of their Dallas operation to Rally
Intermodal, LLC for $178,000.

The Debtor is authorized to sell the identified assets and assign
the identified executory contracts to the Purchaser under the terms
and conditions set forth in the Asset Purchase Agreement, free and
clear of any liens, claims, encumbrances, and other interests
(including all rights of setoff or recoupment of any party to any
executory contract, arising before April 2017).   The Debtor will
satisfy all cure costs, if any, related to the assumption of any
executory contracts.

Notwithstanding the provisions of Bankruptcy Rule 6004 or any
applicable provisions of the local rules, the Order will be
effective and enforceable immediately upon its entry.

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

       http://bankrupt.com/misc/Intermodal_Equipment_288_Sales.pdf

            About Intermodal Equipment Logistics

Intermodal Equipment Logistics, LLC, sought Chapter 11 protection
(Bankr. S.D. Tex. Case No. 14-33371) on June 16, 2014.  James W.
Perouty, managing member, signed the petition.  The Debtor
estimated assets and liabilities in the range of $1 million to $10
million.

The case is assigned to Judge Karen K. Brown.

The Debtor tapped Johnie J Patterson, Esq., at Walker & Patterson,
P.C., as counsel.


IRASEL SAND: Seeks to Hire Winstead PC as Counsel
-------------------------------------------------
Irasel Sand, LLC filed an amended application, seeking authority
from the US Bankruptcy Court for the Southern District of Texas,
Houston Division, to employ Winstead PC as counsel for the Debtor.

Services Winstead will render to the Debtor are:

     (a) provide legal advice with respect to the Debtor's powers
and duties as debtor-in-possession in the continued operation of
its business;

     (b) take all necessary action to protect and preserve the
Debtor's estate, including the prosecution of actions on behalf of
the Debtor, the defense of any actions commenced against the Debtor
in this Court, negotiations concerning litigation in which the
Debtor is involved, and objections to claims filed against the
Debtor's estate;

     (c) prepare, on behalf of the Debtor, all necessary motions,
answers, orders, reports, and other legal papers in connection with
the administration of its estate;

     (d) assist the Debtor in preparing and filing a disclosure
statement in accordance with Section 1125 of the Bankruptcy Code;

     (e) assist the Debtor in preparing and filing a plan of
reorganization at the earliest possible date and in accordance with
the orders of this Court;

     (f) perform any and all other legal services for the Debtor in
connection with the Debtor's chapter 11 case;

     (g) perform such legal services as the Debtor may request with
respect to any matter, including, but not limited to, corporate
finance and governance, tax, and contracts; and,

     (h) render other legal services necessary to fully prosecute
this Bankruptcy Case.

Winstead professionals and their hourly rates are:

     Phillip L. Lamberso     Shareholder    $625.00
     Rakhee V. Patel         Shareholder    $550.00
     Sean B. Davis           Associate      $450.00
     Devin B. Hahn           Associate      $375.00
     Annmarie Chiarello      Associate      $335.00
     Patricia R. Schneller   Paralegal      $230.00
     Elizabeth A. Shamburg   Paralegal      $190.00

Sean B. Davis, associate with the law firm of Winstead PC, attests
that Winstead is a "disinterested person" within the meaning of
Section 101(14) of the Bankruptcy Code.

The Firm can be reached through:

     Sean B. Davis, Esq.
     WINSTEAD PC
     500 Winstead Building
     2728 N. Harwood Street
     Dallas, TX 75201
     Phone: 214-745-5400
     Fax: 214-745-5390
     Email: sbdavis@winstead.com

                     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.


IRON MOUNTAIN: Moody's Rates New Senior Euro Notes Due 2025 'Ba3'
-----------------------------------------------------------------
Moody's Investors Service assigned a Ba3 rating to Iron Mountain
Incorporated's (Iron Mountain) new senior Euro notes due in 2025.
All other ratings, including Iron Mountain's Ba3 Corporate Family
Rating (CFR) and the stable rating outlook are not affected. The
company expects to use the proceeds from the new notes offering for
general corporate purposes, including repayment of outstanding
borrowings under the revolving credit facility.

RATINGS RATIONALE

Iron Mountain's CFR is weakly positioned in the Ba3 category and
reflects its elevated leverage (5.7x, Moody's adjusted total debt
to EBITDA at 1Q 2017) and projected free cash flow deficits over
the next 2 years. Though leverage is elevated, the rating
incorporates Moody's view that management is committed to reducing
leverage to below 5x by 2020. Moody's expects modest organic
growth, synergies from the Recall acquisition and cost savings
implemented under Iron Mountain's business transformation
initiatives will progressively drive leverage to 5x over the next 2
to 3 years. The Ba3 CFR is supported by Iron Mountain's leading
market position in the North America storage and information
management market, its large base of recurring storage rental
revenues, and its expanded geographical footprint and scale with
the acquisition of Recall. Iron Mountain has a diversified customer
base and its strong brand and market share in North America create
pricing power that support its strong EBITDA margins. At the same
time, the company faces mature demand for its services in developed
markets in North America and Western Europe.

The stable outlook reflects Moody's expectations for low single
digit organic revenue growth and progressive declines in leverage.

Moody's could downgrade Iron Mountain's ratings if deterioration in
earnings or changes in financial policy lead Moody's to believe
that total debt to EBITDA (Moody's adjusted) is unlikely to be
reduced and sustained below 5x over time. The rating could also be
lowered if Iron Mountain's liquidity weakens materially.
Conversely, Moody's could upgrade Iron Mountain's ratings if the
company maintains stable organic revenue growth and EBITDA margins,
and sustains total debt to EBITDA (Moody's adjusted) below 4.5
times (Moody's adjusted) and retained cash flow to net debt above
10%.

Assignments:

Issuer: Iron Mountain Incorporated

-- New EUR300 million senior notes due 2025, Ba3 (LGD3)

Iron Mountain is a global provider of information storage and
related services.

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


K&H RESTAURANT: Court Extends Plan Filing Period Through June 26
----------------------------------------------------------------
Judge Mary Kay Vyskocil of the U.S. Bankruptcy Court for the
Southern District of New York extended K&H Restaurant, Inc.'s
exclusive period to file a plan through June 26, 2017, as well as
the period to solicit acceptances of such plan through and
including August 24, 2017.

                     About K&H Restaurant Inc.

K&H Restaurant, Inc. is a New York corporation that owns and
operates a restaurant under the name of "Raffles Bistro" located in
the ground floor of the Lexington Hotel.

K&H Restaurant filed a Chapter 11 bankruptcy petition (Bankr.
S.D.N.Y. Case No. 16-13151) on November 13, 2016, disclosing
$500,000 to $1 million in estimated assets and $100,000 to $500,000
in estimated liabilities.  The Petition was signed by Mr. Adel
Kellel, president.

The Debtor tapped Andrew R. Gottesman, Esq. at Gottesman Law, PLLC
as its new legal counsel, replacing the Law Office of Gabriel Del
Virginia; and Jesse B. Schneider, Esq. at Davis & Gilbert LLP as
its special counsel. The Debtor also retained Steven Schneiderman
CPA PC as accountants.

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


KATY INDUSTRIES: Jansan Buying All Assets for $7.5 Million
----------------------------------------------------------
Katy Industries, Inc., and affiliates ask the U.S. Bankruptcy Court
for the District of Delaware to authorize the bidding procedures in
connection with the sale of substantially all assets to Jansan
Acquisition, LLC for $7,500,000, subject to higher and better
offers.

Founded more than 50 years ago, the Company is a well-known
manufacturer, importer, and distributor of commercial cleaning and
consumer storage products as well as a contract manufacturer of
structural foam products.  Over the years, the Company acted as an
acquirer of various business units, a number of which came with
substantial legacy liabilities which caused increasing strains on
the Company's liquidity.  More recently, in mid-2015, it
encountered operational challenges primarily as a result of the
move of its Bridgeton manufacturing facility (now known as the
Jefferson City facility), which led to a marked decline in its cash
flow.  Despite numerous efforts to seek alternative financing or
investments during this time, the Company was unable to overcome
these obstacles, leading to the filing of these chapter 11 cases.

In light of their need to consider various strategic alternatives,
the Debtors engaged Lincoln International, Inc. on March 16, 2017,
as their investment banker to conduct a comprehensive marketing and
sale process.  Following their engagement, Lincoln worked
expeditiously with the Company to prepare a teaser, confidential
information presentation, buyer list, and other related diligence
materials.

The Debtors have determined that preserving and maximizing the
value of the Company for the benefit of its customers, employees,
vendors, and other stakeholders is best accomplished through the
sale of their Assets.  To this end, they entered into an asset
purchase agreement, dated as of May 14, 2017, with Jansan, a newly
created entity co-owned by Highview Capital, LLC, a third-party
investor and affiliate of Victory Park Management, LLC, as
administrative agent for the Company's pre-petition Second Lien
Lender under that Second Lien Credit and Security Agreement by and
among Katy Industries, Continental Commercial Products, LLC, FTW
Holdings, Inc. and Fort Wayne Plastics, Inc., each as Borrowers,
2155735 Ontario Inc., and CCP Canada, Inc., as Guarantors, Victory
Park Management, as Agent, and VPC SBIC I, LP and other Lenders
party thereto, as Lenders ("Second Lien Credit Agreement").  In
addition, the Debtors procured a $7.5 million DIP financing ("DIP
Facility") from Jansan ("DIP Lender") to provide the Debtors with
sufficient liquidity to operate their businesses in chapter 11
during the pendency of the sale process.  The sale transaction
contemplated by the Stalking Horse Agreement will be subject to
competitive bidding.

Pursuant to the terms of the Stalking Horse Agreement, the Stalking
Horse Purchaser has agreed to purchase the Assets in exchange for
(i) the assumption of the Encina Obligations; (ii) a credit bid of
the amount outstanding under the proposed $7.5 million DIP Credit
Agreement; (iii) a credit bid of all outstanding amounts due and
owing under the Second Lien Credit Agreement; and (iv) the
assumption of certain additional liabilities ("Stalking Horse
Purchase Price").  

The Stalking Horse Purchaser has relied upon the agreement by the
Debtors to ask the Court's approval of Expense Reimbursement of its
reasonable fees, costs and expenses incurred in connection with the
negotiation of the Stalking Horse Agreement and the transactions
contemplated thereby through the date of termination, subject to a
cap of $350,000 and a Break-up Fee of $1,750,000 ("Stalking Horse
Protections"), and in reasonable expectation that this Court would
grant such relief.  The Debtors, in the exercise of their business
judgment, believe that the Stalking Horse Protections are a
necessary inducement for the Stalking Horse Purchaser, and will
establish a "floor" for the sale of the Assets that will ultimately
encourage competitive bidding and realization of the highest value
for the Assets.  

In order to ensure that the Debtors receive the maximum value for
the Assets, the Stalking Horse Agreement is subject to higher or
otherwise better offers, and, as such, the Stalking Horse Agreement
will serve as the "stalking-horse" bid for the Assets.

The Debtors proposed these key dates and deadlines:

          a. Hearing on Bidding Procedures Order: June 6, 2017,
subject to the convenience of the Court

          b. Service of Bidding Procedures Order: June 9, 2017

          c. Service of Cure Notice: June 9, 2017

          d. Assumption/Assignment and Cure Objection Deadline:
June 29, 2017 at 4:00 p.m. (EDT)

          e. Sale Objection Deadline: June 29, 2017 at 4:00 p.m.
(EDT)

          f. Bid Deadline: June 30, 2017 at 5:00 p.m. (EDT)

          g. Auction: July 6, 2017 at 10:00 a.m. (CDT)

          h. Adequate Assurance Objection (In Event Stalking Horse
Purchaser is not Successful Bidder: July 6, 2017 at 4:00 p.m.
(EDT)

          i. Sale Hearing: July 10, 2017, subject to the
convenience of the Court

The Debtors believe that their Bidding Procedures will encourage
bidding for the Assets and are consistent with the relevant
standards governing auction proceedings and bidding incentives in
bankruptcy proceedings.  Accordingly, their proposed Bidding
Procedures are reasonable, appropriate and within their sound
business judgment, and should be approved.

The salient terms of the Bidding Procedures are:

          a. Minimum Initial Overbid Amount: Greater than or equal
to the sum of the value offered under the Stalking Horse Agreement,
plus (i) the aggregate amount of the Break-Up Fee and Expense
Reimbursement, plus (ii) $1,000,000

          b. Good Faith Deposit: 5% of the Purchase Price

          c. The Stalking Horse Purchaser will be deemed a
Qualified Bidder

          d. Bid Deadline: June 30, 2017 at 5:00 p.m. (EDT)

          e. Credit Bidding: Parties, which hold perfected liens in
the Assets, may seek to submit credit bids for such Assets.

          f. Auction:  The Auction will be held on July 6, 2017 at
10:00 a.m. (CDT), at the offices of DLA Piper LLP (US), 444 W. Lake
St., Suite 900, Chicago, Illinois.

          g. Subsequent Bid: $250,000

          h. Sale Hearing: July 10, 2017 (PET)

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

      http://bankrupt.com/misc/Katy_Industries_18_Sales.pdf

The Debtors ask to assume and assign Assumed Executory Contracts.
They will serve the Motion and the Cure Notice upon each
counterparty to the Assumed Executory Contracts by no later than
five business days following entry of the Bidding Procedures Order.
Objections, if any, to the assumption and assignment of Assumed
Executory Contract must be filed no later than June 29, 2017 at
4:00 p.m. (PET).

Because the Second Lien Lender holds claims that are secured by
certain of the Assets, the Second Lien Lender, should be allowed to
credit bid the face value of its secured claims, either directly or
through a direction to the Second Lien Agent, in order to purchase
such assets and to have such credit bids be deemed to have the same
value as the equivalent amount of cash.  Accordingly, the Debtors
ask the Court to authorize the credit bidding.

The Debtors submit that it is appropriate to sell the Assets free
and clear of Liens and other Encumbrances, with any such Liens and
other Encumbrances attaching to the Net Sale Proceeds of the
Assets.  In particular, the Debtors believe that Encina and the
First Lien Lenders will consent to the sale free and clear.
Accordingly, the Debtors ask the Court to enter an Order that
states that the Successful Bidder is not liable as a successor
under any theory of successor liability, for claims that encumber
or relate to the Assets.

The Debtors believe that the proposed Stalking Horse Protections
are fair and reasonably compensate the Stalking Horse Purchaser for
taking actions that will benefit the Debtors' estates.  The
Break-Up Fee in the amount of $1,750,000 of the Stalking Horse
Purchase Price is within the range of break-up fees that have been
approved by the Court in other cases.  Therefore, the Debtors ask
the Court to approve the Stalking Horse Protections.

With these commitments in place, and given the Company's strong
portfolio of proprietary brands, and that end-user demand for its
products is stable and recurring, a sale process has the potential
to preserve the jobs of hundreds of employees and the value of
products and brands developed by it over the last 50 years,
ultimately inuring to the benefit of all of the Debtors'
stakeholders.  Accordingly, the Debtors ask the Court to approve
the relief sought.

The further Debtors ask that the Bidding Procedures Order and the
Sale Order, as applicable, be effective immediately by providing
that the 14-day stays under Bankruptcy Rules 6004(h) and 6006(d)
are waived.

The Purchaser can be reached at:

          JANSAN ACQUISITION, LLC
          c/o Highview Capital
          11755 Wilshire Blvd, Suite 1400
          Los Angeles, CA 90025
          Attn: Ryan McCarthy
          E-mail: ryan@highviewcp.com

                - and -

          JANSAN ACQUISITION, LLC
          c/o Victory Park Capital Management, LLC
          227 W. Monroe, Suite 3900
          Chicago, IL 60606
          Attn: Scott Zemnick
          E-mail: szemnick@vpcadvisors.com

The Purchaser is represented by:

          Lisa Laukitis, esq.
          SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
          Four Times Square
          New York, NY 10036
          E-mail: lisa.laukitis@skadden.com

                - and -

          Mark Grossman, Esq.
          Peter Siddiqui, Esq.
          KATTEN MUCHIN ROSENMAN LLP
          525 W. Monroe Street, Suite 1900
          Chicago, IL 60661
          E-mail: mg@kattenlaw.com
                  peter.siddiqui@kattenlaw.com

                About Kay Industries

Katy Industries, Inc. -- http://www.katyindustries.com/-- a
publicly traded Delaware corporation, and its wholly-owned direct
and indirect subsidiaries ("Company"), were organized as a Delaware
corporation in 1967.  The Company is a well-known manufacturer,
importer, and distributor of commercial cleaning and consumer
storage products as well as a contract manufacturer of structural
foam products.  It distributes its products across  the United
States and Canada.  It is best known for such brands as
Continental®, Huskee®, Color Guard®, Wilen®, Muscle Mop®,
Contico®, Tuffbin®, and SilverWolf®, among many others.  

The Company operates three manufacturing facilities located in
Jefferson City, Missouri, Tiffin, Ohio, and Fort Wayne, Indiana,
with its corporate headquarters located in St. Louis, Missouri.  It
currently employs approximately 300 employees, and supplements its
workforce with a significant number of additional labor employed
through third parties.

The Company boasts a broad and loyal customer base with over 1,500
customers encompassing stable industry leaders, providing the
Company with a sustainable platform of consumable products and a
recurring revenue source.  In the fiscal year 2016, it generated
revenues of approximately $107.9 million across its various
business units.  

Katy Industries, Inc., and its affiliates filed a voluntary
petition for relief under the Bankruptcy Code (Bankr. D. Del. Case
No. 17-11101) on May 14, 2017.  

The petitions were signed by Lawrence Perkins, chief restructuring
officer.

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.

Katy Industries disclosed assets at $821,321 and liabilities at
$58,421,346.

The Debtors tapped Stuart M. Brown, Esq., at DLA Piper LLP (US) as
counsel.


KATY INDUSTRIES: Wants To Obtain Up To $7.5M in DIP Financing
-------------------------------------------------------------
Katy Industries, Inc., et al., seek authorization from the U.S.
Bankruptcy Court for the District of Delaware to obtain from Jansan
Acquisition, LLC, secured superpriority debtor-in-possession
multiple-draw term loan in the aggregate principal amount of $7.5
million, with up to $4.5 million to be funded on an interim basis,
and to use cash collateral.  

Among others, the Loan Parties are obligated under (i) the
Prepetition First Lien Credit Agreement, which is an asset-based
revolving and term facility that conditions each extension of
credit upon a certification of a certain level of the borrowing
base and (ii) the Prepetition Second Lien Credit Agreement, which
is a term loan.  As of the Petition Date, the principal amount of
the Debtors' funded debt obligations totaled approximately $58.75
million, which amount comprises the obligations under the
prepetition first lien credit agreement of approximately $20.5
million and the obligations under the prepetition second lien
credit agreement of approximately $38.25 million.  The Debtors are
also obligated for unsecured trade debt and legacy liabilities.

Prior to the Petition Date, Encina Business Credit SPV, LLC, in its
capacity as first lien agent, and certain parties that are lenders
under the first lien credit agreement made loans and advances, and
provided other financial accommodations, to or for the benefit of
the Loan Parties in an aggregate principal amount of approximately
$[19.6] million as of the Petition Date pursuant to (x) that
certain credit and security agreement, dated as of Nov. 16, 2016,
by and among the Loan Parties and the Prepetition first lien
secured parties.  

Prior to the Petition Date, Victory Park Management, LLC, in its
capacity as second lien agent, and certain parties that are lenders
under the prepetition second lien credit agreement made loans and
advances, and provided other financial accommodations, to and for
the benefit of the Loan Parties in an initial principal amount of
$31 million in the aggregate pursuant to (x) that certain second
lien credit and security agreement, dated as of April 7, 2015, by
and among the Loan Parties and the prepetition second lien secured
parties.

The DIP liens will be junior to the Prepetition First Liens and
senior to the Prepetition Second Liens.  
Current interest rate for the DIP Loans is a rate per annum equal
to LIBOR plus 15% per annum.  The default rate for the DIP Loans is
a rate equal to the Current Interest Rate plus 2% per annum.  The
Debtors will pay all fees, expenses and other amounts payable under
the DIP Loan Documents, including an upfront fee in the amount of
$187,500, all recording fees, fees and expenses of the DIP Lender's
counsel, and all of the other fees and all out-of-pocket costs and
expenses of the DIP Lender.  Upon entry of the interim DIP court
order and the initial funding under the DIP Term Facility, the
Debtors will pay in cash all accrued and unpaid interest and letter
of credit fees owing to the Prepetition First Lien Secured Parties.

The loans will mature on the earliest date to occur of: (i) 150
days following the Petition Date; (ii) the consummation of any sale
of all or substantially all of the Collateral pursuant to Section
363 of the U.S. Bankruptcy Code or otherwise; (iii) the final DIP
court orders have not been entered within 45 calendar days after
the Petition Date; (iv) the acceleration of any portion of the
obligations and the termination of the commitment upon the
occurrence of an event of default; and (v) the effective date of
any plan of reorganization that is filed in the cases and confirmed
pursuant to an order entered by the Court.  
The DIP obligations (i) will be secured by first priority security
interests in and liens and mortgages in favor of the DIP Lender
upon all of the Debtor Loan Parties' rights, title and interest to
or in the DIP Collateral not otherwise subject to Permitted
Priority Liens; and (ii) will be secured by valid, enforceable,
non-avoidable, and fully perfected security interests in and liens
and mortgages in favor of the DIP Lender upon all Debtor DIP
Collateral that also constitutes Prepetition Collateral, which
liens will be (x) junior to the Prepetition First Liens and the
Replacement First Liens on the Debtor DIP Collateral and (y) senior
to and prime the Prepetition Second Liens, Adequate Protection
Second Liens and any other liens that are not Permitted Priority
Liens on such Debtor DIP Collateral.  The DIP Liens will be
subordinate to the carve-out.

All DIP obligations will constitute joint and several allowed
superpriority administrative expense claims against the Debtor Loan
Parties with priority over all other administrative claims against
the Debtor Loan Parties.

The Debtors must be able to fulfill these milestones:

     a. on or before the earlier of (i) the date that is 60 days
        after the Petition Date or (ii) the date of the final
        hearing (or later date as Prepetition First Lien Agent
        will agree in writing), Debtors will obtain an order of
        the Court approving the bidding procedures and the
        stalking horse purchaser as the stalking horse bidder for
        the sale of all or substantially all of their assets in
        accordance with the stalking horse asset purchase
        agreement;

     b. on or before the Closing Date (or later date as DIP Lender

        may agree, in writing, in its discretion), the Debtors
        will have filed a sale motion with respect to the sale of
        all or substantially all of their assets, seeking the
        Court's approval of certain bidding procedures and
        Jansan Acquisition as the stalking horse bidder for the
        363 sale, in each case, in form and substance acceptable
        to DIP Lender;

     c. on or before the date that is 30 days after the Petition
        Date (or later date as DIP Lender may agree, in writing,
        in its discretion), the Debtors will obtain an order of
        the Court satisfactory to DIP Lender approving the bidding
        procedures and Jansan Acquisition as the stalking horse
        bidder for the 363 sale;

     d. on or before the date that is 83 days after the Petition
        Date (or later date as Prepetition First Lien Agent may
        agree in writing), the Debtors will have commenced an
        auction if any qualified bid is submitted prior to the bid

        deadline set forth in the Bid Procedures Order;

     e. on or before the date that is 53 days after the Petition
        Date (or later date as DIP Lender may agree, in writing,
        in its discretion), the Debtors will have commenced an
        auction if any qualified bid is submitted prior to the bid

        deadline set forth in the Bid Procedures Order;

     f. on or before the date that is 90 days after the Petition
        Date (or later date as Prepetition First Lien Agent may
        agree in writing), the Court will have entered an order,
        which will be in form and substance reasonably acceptable
        to Prepetition First Lien Agent, approving the sale;

     g. on date as Prepetition First Lien Agent may agree in
        writing, the Court will have entered an order, which will
        be in form and substance reasonably acceptable to
        Prepetition First Lien Agent, approving the sale;

     h. on or before the date that is 60 days after the Petition
        Date (or later date as DIP Lender may agree, in writing,
        in its discretion), the Court will have entered an order,
        which will be in form and substance acceptable to DIP
        Lender, approving the 363 sale;

     i. on or before the date that is 120 days after the Petition
        Date (or later date as Prepetition First Lien Agent will
        agree in writing), the sale transaction approved by the
        sale court order will have closed and the Prepetition
        First Lien Debt will have been paid in full in cash and on

        a final and indefeasible basis, unless otherwise satisfied

        in the sole discretion of Prepetition First Lien Agent;
        and

     j. on or before the date that is 10 days after the sale court

        order becomes a final court order (or later date as DIP
        Lender will agree, in writing, in its sole discretion),
        the 363 sale transaction approved by the sale court order
        will have closed and the obligations will have been paid
        in full in cash or otherwise satisfied in the sole
        discretion of DIP Lender.  
The Debtors will not be obtaining credit under the Prepetition
First Lien Credit Agreement, and instead are borrowing under the
DIP Credit Agreement.  The mechanism under the Prepetition First
Lien Credit Agreement will be preserved postpetition and
periodically act as a measurement for additional adequate
protection to be provided to the Prepetition First Lien Secured
Parties in consideration of the Prepetition First Lien Secured
Parties' consent to the Debtors' use of the Prepetition First Lien
Secured Parties' cash collateral.

The DIP Facility proceeds will be used for (i) general working
capital and operational expenses, (ii) administration of these
chapter 11 cases, (iii) funding the Professional Fee Account; (iv)
funding cash collateral for the benefit of the Prepetition First
Lien Agent to increase Availability from a negative amount to zero
in accordance with the interim cash collateral court order; and (v)
costs, expenses, and all other payment amounts contemplated in the
DIP Credit Agreement, in any such case, in accordance with the DIP
budget, subject to any permitted variance Prepetition First Lien
Agent.

In order to operate during these Chapter 11 cases, the Debtors will
need to utilize prepetition collateral and obtain additional
postpetition financing.  Without the immediate use of cash
collateral and the funds available under the DIP Facility, the
Debtors would not be able to pay operating expenses, including,
without limitation, amounts coming due to vendors and employees as
well as other obligations, such as employee benefits, rent,
utilities, and various other items reflected in the DIP budget.
Without immediate use of the cash collateral and the funds
available under the DIP Facility, the Debtors' estates will be
immediately irreparably harmed.

As adequate protection for the use of cash collateral, the
Prepetition First Lien Agent is granted replacement first liens as
security for the payment of the first lien adequate protection
obligations and allowed administrative expense claim.

A copy of the motion is available at:

             http://bankrupt.com/misc/deb17-11101-13.pdf

                       About Katy Industries

Katy Industries, Inc. (OTC:KATY) -- http://www.katyindustries.com/

-- a publicly traded Delaware corporation, and its wholly-owned
direct and indirect subsidiaries were organized as a Delaware
corporation in 1967.  The Company is a manufacturer, importer, and
distributor of commercial cleaning and consumer storage products as
well as a contract manufacturer of structural foam products.  It
distributes its products across  the United States and Canada.  It
is best known for such brands as Continental, Huskee, Color Guard,
Wilen, Muscle Mop, Contico, Tuffbin, and SilverWolf, among many
others.  

The Company operates three manufacturing facilities located in
Jefferson City, Missouri, Tiffin, Ohio, and Fort Wayne, Indiana,
with its corporate headquarters located in St. Louis, Missouri.  It
currently employs approximately 300 employees, and supplements its
workforce with a significant number of additional labor employed
through third parties.

In the fiscal year 2016, it generated revenues of approximately
$107.9 million across its various business units.  

Katy Industries, Inc. along with affiliates sought Chapter 11
protection (Bankr. D. Del. Lead Case No. 17-11101) on May 14, 2017.
The Debtors have moved for joint administration of their cases.
Lawrence Perkins, chief restructuring officer, signed the
petitions.

Katy Industries disclosed assets at $821,321 and liabilities at
$58,421,346.

The Debtors tapped Stuart M. Brown, Esq., at DLA Piper LLP (US) as
counsel; SierraConstellation Partners LLC as restructuring
advisors; and Lincoln International, Inc., as investment banker.

JND Corporate Restructuring, formerly UpShot Services, is the
claims agent.  It maintains the Web site
http://www.jndla.com/cases/Katy


KCAR HOLDCO: S&P Assigns 'B' CCR; Outlook Stable
------------------------------------------------
S&P Global Ratings said that it has assigned its 'B' corporate
credit rating to KCAR Holdco L.P.  The outlook is stable.

At the same time, S&P assigned its 'B' issue-level rating and '3'
recovery rating to the company's $330 million first-lien term loan
due 2022 and $65 million revolving credit facility.  The '3'
recovery rating indicates S&P's expectation for meaningful recovery
(50%-70%; rounded estimate: 55%) in a default scenario.

S&P also assigned its 'B-' issue-level rating and '5' recovery
rating to the company's proposed $120 million second-lien term
loan.  The '5' recovery rating indicates S&P's expectation for
modest recovery (10%-30%; rounded estimate: 15%) in a default
scenario.

"Our ratings on KCAR reflect the company's small size, its exposure
to the highly cyclical international travel market, the narrow
scope of its operations, the low barriers to entry and switching
costs in its segment, and the relatively limited diversity of its
end markets, customers, and product offerings," said S&P Global
credit analyst Tatiana Kleiman.  "These factors are partly offset
by the company's solid market position in its niche, its low
capital expenditure requirements, its good cash flow generation,
and its relatively stable profitability."  S&P's ratings also
incorporate the company's increased debt leverage following the
proposed acquisition and its ownership by a private-equity
financial sponsor.  S&P expects KCAR's credit metrics to gradually
improve over S&P's forecast period--driven predominantly by
earnings contributions from acquisitions and some debt
reduction--such that its S&P adjusted debt-to-EBITDA metric
declines to just under 6x and its funds from operations
(FFO)-to-debt ratio remains in the mid- to high-single digit
percent area by the end of 2018.

The stable outlook on KCAR reflects S&P's expectation that the
company's credit ratios will improve but remain appropriate for the
current rating over the next 12 months.  S&P expects the company's
revenue and earnings to improve on acquisition contributions and
synergies, good pricing power, and growth in its elective services
business, which will be partially offset by foreign-currency
translation headwinds and its expansion into the lower-margin
immigration segment.

S&P could lower its ratings on KCAR over the next year if the
company engages in a greater-than-expected level of debt-financed
acquisitions, if its new sponsor exhibits aggressive financial
policies (i.e., dividend recapitalizations or large debt-financed
acquisitions), or if the company experiences unforeseen operating
issues and/or customer losses such that its debt-to-EBITDA rises
above 6.5x and remains there on a sustained basis.

Given its high debt leverage, it is unlikely that S&P will raise
its ratings on KCAR over the next year.  However, S&P could raise
its ratings if the company is able to reduce its debt-to-EBITDA
below 5.0x and S&P believes that its financial sponsor will allow
it to sustain its leverage at this level going forward.


LA ESTRELLA FAST FOOD: Seeks 90-Day Extension to Confirm Plan
-------------------------------------------------------------
La Estrella Fast Food, Inc., requests the U.S. Bankruptcy Court for
the District of Puerto Rico to extend the Debtor's time to confirm
its amended plan of reorganization for additional 90 days.

The Debtor claims that it needs an extension of time to finish all
the issues pending, including the adversary proceeding, that will
favorably conclude in the plan being confirmed, considering that it
have come to an agreement with Caribbean Restaurants, LLC as to the
rent owed which only relates to the electrical substation charge.
This adversary proceeding has a scheduled trial date at the end of
May 2017.

The Debtor relates that it has sought relief under chapter 11
because of the possible cancellation of lease contract and imminent
eviction by Caribbean Restaurant, which asserts that the Debtor has
been in arrears with its lease agreement.  The Debtor adds that the
truth of the matter is that the contested issue is the validity of
an electrical substation in the amount of $60,000 that is not
contemplated in the original remodeling contract in the amount of
$308,000.

The Debtor sqys it has filed its proposed plan of reorganization on
August 14, 2015, and an Amended Plan on August 31, 2015.
Consequently, the Court entered an order to schedule the
confirmation hearing for October 7, 2015.  However, Caribbean
Restaurants filed an Objection to the confirmation of the Debtor's
Amended Plan.

In addition, the Debtor relates that Caribbean Restaurants filed a
motion to lift the automatic stay for the Debtor's failure to cure
prepetition arrears with their lease agreement.  The Debtor,
however, provided evidence of being current because of an excess
payment it has made over the last two years of CAM charges.

                    About La Estrella Fast Food

La Estrella Fast Food, Inc., filed for Chapter 11 bankruptcy
protection (Bankr. D.P.R. Case No. 15-02687) on April 10, 2015.
The Debtor is represented by Mar Soledad Lozada Figueroa at Lozada
Law & Associates of San Juan, P.R.


LBM BORROWER: Planned IPO No Impact on Moody's B3 CFR
-----------------------------------------------------
Moody's Investors Service commented on LBM Borrower, LLC's recent
S-1 filing indicating that the company plans to pursue an initial
public offering. "The IPO plan is a modest credit positive
development, particularly to the extent that the IPO proceeds would
be applied to permanently reduce current debt outstandings" said
Natalia Gluschuk, Assistant Vice President and Moody's lead analyst
for the company. "Additionally, the pending IPO creates an
opportunity for the company to utilize proceeds as a source of
funding for its frequent acquisition activity, thus allowing it to
reduce reliance on its revolver and improve liquidity," added
Gluschuk.

There is no immediate impact to the company's ratings, however,
including its B3 Corporate Family Rating, or the stable ratings
outlook. Moody's will evaluate the impact of any potential debt
reduction and/or change in the company's capital structure upon
such prospective future developments.

For more information, subscribers to Moody's research service are
directed to the associated Issuer Comment for US LBM, which can be
found on the rating agency's website at www.moodys.com.

US LBM, headquartered in Buffalo Grove, IL, is a lumber and
building materials distributor, with 240 operating locations across
29 states primarily serving homebuilders, remodelers, and specialty
contractors. Since August 2015, US LBM has been owned by Kelso &
Company. Pro forma for recent acquisitions, US LBM generated
revenue approximating $2.9 billion in 2016.


LEVEL 3 FINANCING: S&P Puts 'BB-' Debt Rating on Watch Positive
---------------------------------------------------------------
S&P Global Ratings placed its 'BB-' issue-level rating on
Broomfield, Colo.-based telecommunications provider Level 3
Communications Inc.'s senior unsecured debt at wholly owned
subsidiary Level 3 Financing Inc. on CreditWatch with positive
implications.  The recovery rating remains '5', indicating S&P's
expectation for modest (10%-30%; rounded estimate: 10%) recovery of
principal in the event of a payment default.

The CreditWatch placement is based on S&P's revised assessment that
the value available to Level 3 senior unsecured creditors combined
with a lower outstanding debt amount in S&P's hypothetical default
scenario could result in a more favorable recovery rating.  The
increased value reflects a larger share of consolidated CenturyLink
enterprise value attributable to the Level 3 entity based on its
pro forma relative EBITDA contribution to CenturyLink.  S&P's
revised expectations follow a review of recovery prospects for the
Level 3 debt in conjunction with CenturyLink's launch of new senior
secured credit facilities to fund its acquisition of Level 3.  S&P
expects the transaction to close in September 2017, at which time
it will resolve its CreditWatch listing.

Based on S&P's revised recovery expectations, it would expect to
raise the unsecured debt rating at Level 3 Financing to 'BB' from
'BB-' when the acquisition closes.  At the same time, S&P expects
to revise the recovery rating on Level 3 Financing's unsecured debt
to '4' from '5' based on the increased value available and lower
debt amount outstanding at the point of default.  The '4' recovery
rating indicates S&P's expectation for average (30% to 50%)
recovery in the event of payment default.  There is no change to
the 'BBB-' issue-level rating and '1' recovery rating on Level 3
Financing's senior secured debt.  In addition, there is no change
to the 'B+' issue-level rating and '6' recovery rating on Level 3
Communications senior unsecured debt, which is structurally
subordinate to the debt at Level 3 Financing and the most junior
debt in Level 3's capital structure.

The 'BB' corporate credit rating and stable outlook on Level 3
Communications are unchanged.  The rating is based on S&P's
favorable view of the combined business, which it expects will have
increased economies of scale, a larger domestic and global reach to
better service enterprise customers, and an enhanced product
portfolio offering to better serve the enterprise market. Moreover,
the combination of Level 3's dense metro and long-haul fiber assets
with CenturyLink's local market facilities should offer meaningful
operating synergies and improved coverage.

RATINGS LIST

Level 3 Communications Inc.
Corporate Credit Rating         BB/Stable/--

Ratings Placed On CreditWatch; Recovery Ratings Unchanged
                                 To              From
Level 3 Escrow II Inc.
Level 3 Financing Inc.
Senior Unsecured                BB-/Watch Pos   BB-
  Recovery Rating                5(10%)          5(10%)


LOANVEST XII: Case Summary & 6 Unsecured Creditors
--------------------------------------------------
Debtor: Loanvest XII, L.P.
        A California Limited Partnership
        330 Main St
        Half Moon Bay, CA 94019

Case No.: 17-30479

Business Description: The Debtor is engaged in real estate
                      business.

Chapter 11 Petition Date: May 16, 2017

Court: United States Bankruptcy Court
       Northern District of California (San Francisco)

Judge: Hon. Hannah L. Blumenstiel

Debtor's Counsel: Mark A Rushin, Esq.
                  330 Main St. #201
                  Half Moon Bay, CA 94019
                  Tel: 415-279-5271

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by George Cresson, manager of general
partner.

A copy of the Debtor's list of six unsecured creditors is available
for free at http://bankrupt.com/misc/canb17-30479.pdf


MARSH SUPERMARKETS: Seeks Approval to Use Cash Collateral
---------------------------------------------------------
Marsh Supermarkets Holding, LLC and its affiliated debtors seek
immediate authority from the U.S. Bankruptcy Court for the District
of Delaware to use cash collateral in the ordinary course of
business on an interim basis.

The Debtors assert that they have an immediate postpetition need to
use cash collateral, otherwise, the Debtors cannot maintain the
value of their estates during the pendency of these chapter 11
cases without access to cash. The Debtors tell the Court that they
will use cash to, among other things, continue operating their
business and satisfy other working capital needs during these
chapter 11 cases. The Debtors have prepared a budget contemplating
total operating cash disbursements of approximately $51,540,071
covering the period commencing from May 13, 2017 through June 21,
2017.

Each of the Debtors other than Marsh Merger Sub, LLC are parties
with Wells Fargo Bank, National Association, in its capacities as
agent and lender pursuant to a Senior Lien Credit Agreement,
pursuant to which Wells Fargo Bank asserts senior liens upon and
security interests in substantially all of such Borrower Debtor's
assets, to secure the Borrower Debtors' indebtedness in the
approximate outstanding balance of not less than $5,243,449, as of
the Petition Date.   

The Debtor Marsh Supermarkets Company, LLC issued that certain
Second Amended and Restated and Consolidated Subordinated June 2016
Junior Promissory Note in favor of Marsh Group Finance, LLC, and as
of the Petition Date, Marsh Supermarkets Co. is indebted and liable
to Marsh Group Finance under the June 2016 Junior Note Documents in
an aggregate outstanding balance of not less than $25,678,460.

The Debtors believe that all or substantially all of their
available cash constitutes the cash collateral of Wells Fargo Bank,
National Association and Marsh Group Finance, LLC. The Debtors
submit that Marsh Group Finance, LLC is a wholly owned subsidiary
of Marsh Group Holding, LLC, which entity also owns 75% of the
economic rights in MSH Holding, LLC, the Debtors' indirect
(non-Debtor) parent.

Wells Fargo Bank, Marsh Group Finance and Marsh Supermarkets Co.
entered into a certain Subordination and Intercreditor Agreement,
which, among other things: (a) confirms the senior priority of the
security interests of Wells Fargo Bank in the assets and properties
of Marsh Supermarkets Co. to the junior priority security interests
of Marsh Group Finance; (b) provides for the senior right of
repayment of the Senior Debt prior to any repayment of the
Subordinated Debt; (c) provides that Marsh Group Finance will be
deemed to have consented to the use of cash collateral by Marsh
Supermarkets Co. upon notice of Wells Fargo Bank's consent to such
use of cash collateral; and (d) provides certain other rights and
obligations between Wells Fargo Bank, on the one hand, and Marsh
Group Finance, on the other hand, relating to the relevant
collateral.

To protect the interests of Wells Fargo Bank and Marsh Group
Finance in the Prepetition Collateral, the Debtors propose
following forms of adequate protection for any diminution in value
of the Prepetition Collateral:

     (a) Wells Fargo Bank and Marsh Group Finance will be granted a
valid, binding, enforceable and perfected replacement liens upon
and security interests in all of each Debtor's presently owned or
hereafter acquired property and assets, including, without
limitation, the proceeds from any disposition of any leasehold
interests of the Debtors. The Junior Replacement Lien will be
junior and subordinate only to (1) any Permitted Liens, (2) the
Senior Prepetition Lien of Wells Fargo Bank on the Prepetition
Collateral, (3) the Senior Replacement Lien of Wells Fargo Bank and
(4) the Carve-Out.

     (b) At all times during the Cases, interest on all outstanding
Obligations under the Senior Lien Credit Agreement will bear
interest at the applicable Default Rate.

     (c) Wells Fargo Bank and Marsh Group Finance will be granted
an allowed superpriority administrative expense claim in the Cases
and any successor bankruptcy case.The Junior Adequate Protection
Superpriority Claim will be subordinate to the Carve-Out and the
Senior Adequate Protection Superpriority Claim of Wells Fargo
Bank.

     (d) The Debtors will maintain casualty and loss insurance
coverage for the Prepetition Collateral, At all times, on
substantially the same basis as maintained prior to the Petition
Date.

     (e) Wells Fargo Bank will have the right to inspect, audit,
examine, check, make copies of or extract from the non-privileged
books, accounts, checks, orders, correspondence and other records
of the Debtors, and to inspect, audit and monitor all or any part
of the Collateral, and the Debtors will make all of same reasonably
available to Wells Fargo Bank and each of its representatives, for
such purposes.

     (f) The Debtors will provide Wells Fargo Bank and Marsh Group
Finance with all financial and other information required under the
Senior Lien Loan Documents and the Junior Note Documents, as
applicable, and the Interim Order, and such other information as
Wells Fargo Bank and Marsh Group Finance may from time to time
reasonably request.  

The Carve-Out means ,the sum of:

     (a) all allowed administrative expenses for fees required to
be paid to the Clerk of the Bankruptcy Court and for fees payable
to the Office of the U.S. Trustee;

     (b) all reasonable fees and expenses up to $5,000 incurred by
a Trustee under Section 726(b) of the Bankruptcy Code; and

     (c) all allowed professional fees of attorneys, accountants
and other professionals retained by the Debtors and any Committees,
incurred prior to the Termination Date in an aggregate amount not
to exceed the Professional Fee Trust Amount, plus all allowed
professional fees of professionals incurred after the Termination
Date, in the aggregate amount not to exceed at any time $300,000.

The Debtors' authorization, and Wells Fargo Bank's consent for the
Debtors to use cash collateral is subject to the following
milestones:

     (a) On or before June 15, 2017, the Debtors will have either:

         (1) received Payment in Full of all Obligations on terms
and conditions acceptable to Wells Fargo Bank, or

         (2) obtained an order from the Court approving the sale of
all or substantially all of the Debtors' assets and businesses on
terms and conditions reasonably acceptable to Wells Fargo Bank, or
engaged a liquidation firm acceptable to Wells Fargo Bank to
conduct store closing sales at the Debtors' stores commencing on or
before such date. Until all Obligations of the Wells Fargo Bank are
Paid in Full other than sales of the Debtors' Inventory in the
ordinary course, all sales and other dispositions of the collateral
will be subject to the consent of Wells Fargo Bank.

     (b) On or before June 22, 2017, Wells Fargo Bank will have
received Payment in full of all Obligations.

     (c) Within three business days of the Petition Date, the
Debtors will seek approval from the Court to retain Clear Thinking
Group as the Chief Restructuring Officer of the Debtors on terms
and conditions reasonably acceptable to Wells Fargo Bank.

A full-text copy of the Debtor's Motion, dated May 11, 2017, is
available at https://is.gd/NUmvnO

                  About Marsh Supermarkets

Headquartered in Indianapolis, Indiana, Marsh Supermarkets --
http://www.marsh.net-- is an independent grocery retailer with the
substantial majority of their stores operating under the Marsh
Supermarkets banner, and a handful of stores operate as O'Malia
Food Markets.  The stores are primarily operated through debtors
Marsh Supermarkets Company, LLC, Marsh Supermarkets, LLC and
O'Malia Food Markets, LLC.  

The Debtors were publicly traded until May 2006, when they were
acquired by affiliates of Sun Capital Partners IV, LP and certain
independent investors.

As of the Petition Date, the Debtors operate a total of 60 stores
in Indiana and Ohio, and have a workforce of approximately 4,400
employees.  

Marsh Supermarkets Holding, LLC, and its affiliates filed Chapter
11 petitions (Bankr. D. Del. Case Nos. 17-11066 through 17-11081)
on May 11, 2017.  The petitions were signed by Lee A. Diercks of
Clear Thinking Group LLC, chief restructuring officer.

Judge Brendan Linehan Shannon presides over the cases.

At the time of filing, Marsh Supermarkets Holding estimated less
than $50,000 in assets and $50 million to $100 million in debt.

The Debtors tapped Shane M. Reil, Esq., Robert S. Brady, Esq.,
Michael R. Nestor, Esq., Robert F. Poppiti, Jr., Esq., and Ashley
E. Jacobs, Esq. at Young Conaway Stargatt & Taylor, LLP as counsel;
Anthony Gehringer of Clear Thinking Group as restructuring
advisors; Peter J. Solomon Company as Investment Banking Advisor;
and Prime Clerk LLC as notice, claims & solicitation agent.

No official committees have been appointed in these chapter 11
cases and no request has been made for the appointment of a trustee
or an examiner.


MEMPHIS LOUIE: Unsecured to Get Quarterly Payments in 5 Years
-------------------------------------------------------------
Memphis Louie, LLC, filed with the U.S. Bankruptcy Court for the
Western District of Tennessee a small business plan of
reorganization and disclosure statement, which propose the
following classification and treatment of claims:

   * Class 1: Pre-petition Secured Claim of FC Marketplace, LLC
d/b/a Funding Circle, under a Commercial Promissory Note dated
October 21, 2015, and Business Loan and Security Agreement dated
October 21, 2015, in the current principal amount of approximately
$190,000 and secured by a first priority security interest in
accounts, equipment, good, inventory and fixtures, documents,
instruments.  The loan documents evidencing Funding Circle's loan
will be modified to reduce the interest rate on the outstanding
balance to 10% and to re-amortize the remaining principal balance
over the remaining term of the loan at that rate.  That
modification will be effective on the Effective Date and will apply
to all payments coming due during the month after the Effective
Date and thereafter.  As adequate protection, the Debtor has paid
the ongoing note payments during the postpetition administrative
period of this case. Class 1 is impaired.

   * Class 2: Pre-petition Unsecured Claims of Private Lenders.
Class 2 consists of the unsecured pre-petition claims for
promissory note balances owed to 29 private lenders in an aggregate
amount of $89,385.34.  The loan documents relating to each private
lender loan will be modified to extend the term of the notes to
December 31, 2019, from their present maturity date of February 28,
2018, and to re-amortize the loan balance on the Effective Date
over the extended term. The first payments to the private lenders
will commence on or before 30 days following the Effective Date.
Class 2 is impaired.

   * Class 3: Secured Claims of Taxing Authorities. Class 3
consists of the secured tax claims for ad valorem taxes on personal
property filed by the City of Memphis in the amount of $7,817.54
and the Shelby County Trustee in the amount of $8,468.49. These
secured claims will be paid with their statutory interest in
monthly installment payments commencing on or before 30 days
following the Effective Date and will be paid in full on or before
60 months following the Petition Date. Class 3 is impaired.

   * Class 4: Unsecured Promissory Note Claims of Overton Square
South, LLC ("OSS").  Class 4 consists of the disputed claims of
OSS, based on three unsecured Promissory Notes in the aggregate
amount of $267,577.79 as of the petition date.  The balances of the
Promissory Notes will be deaccelerated and the maturity date of
these notes will be reinstated as the maturity existed on the date
of default pursuant to 11 U.S.C. Section 1124(2).  Any delinquent
pre-petition or post-petition installment note payment will be paid
in cash on or before 30 days following the Effective Date.  The
Debtor does not believe that there are any delinquent pre-petition
or post-petition note payments. Class 4 is unimpaired.

   * Class 5: Pre-petition Cure Claim of Overton Square South, LLC.
The non-promissory notes claims consist of (a) a claim for
accelerated deferred/abated rent in the amount of $73,578.60; (b)
percentage rent for 2016 in the amount of $17,440.10; (c)
attorneys' fees of $5,000 and (d) General Sessions court costs and
private process server costs of $194.50.  The claim for accelerated
deferred/abated rent will be deaccelerated and the original
maturity date for payment of deferred/abated rent will be
reinstated and paid pursuant to the terms of the lease.  Any
allowed claim for percentage rent, attorneys' fees and court
costs/private process service will be paid as follows (a) any
overpayments of percentage rent paid by the Debtor prior to the
petition will be setoff against amounts determined to be owed for
2016 and (b) the balance of percentage rent, attorneys' fees and
court costs/process service will be amortized in equal installments
so that the outstanding 2016 percentage rent will be satisfied by
December 31, 2017, with payments commencing on or before 30 days
following the Effective Date, or other period of time as the Court
may deem applicable under 11 U.S.C. Section 365(b)(1) (A). Class 5
is unimpaired.

   * Class 6: Unsecured Claim of Beverly Oswald. Class 6 consists
of the unsecured claim of Beverly Oswald for loans to the Debtor in
the amount of $257,304.08. The Claim will be paid in quarterly
installments over a period of five years after satisfaction of the
Class 2 claims. Class 6 is impaired.

   * Class 7: Interests of Equity Holders. Upon the Effective Date,
ownership of the reorganized debtor will vest in Eville Louie, LLC
in the same ownership percentages that existed prior to the filing
of the Petition.

The Debtor will continue to operate its business of owning and
operating its property as a Bar Louie franchise restaurant and bar.
The Debtor will make payments to each class of creditors under the
Plan out of its existing cash, tax escrow funds, and future
revenues.  The Debtor reserves the right to sell the assets of the
business and to assign its rights under the Lease and Franchise
Agreement with BL Restaurant Franchises, LLC, and lease with
Overton Square South, LLC.

A full-text copy of the Disclosure Statement dated May 5, 2017, is
available at:

         http://bankrupt.com/misc/tnwb17-21092-56.pdf

                     About Memphis Louie

Memphis Louie, LLC, is a Tennessee limited liability company which
owns and operates Bar Louie restaurant franchise at 2125 Madison
Avenue, Memphis, Tennessee.  The debtor's sole member is Eville
Louie, LLC, an Indiana limited liability company.  The sole member
of Eville Louie, LLC is Beverly Oswald.

Memphis Louie, LLC, filed a Chapter 11 bankruptcy petition (Bankr.
W.D. Tenn. Case No. 17-21092) on Feb. 3, 2017, disclosing under $1
million in both assets and liabilities.  

The Debtor is represented by Michael P. Coury, Esq.

An official committee of unsecured creditors has not been appointed
in the Chapter 11 case.


MICHAEL D. COHEN: Exclusive Plan Filing Period Moved to Jan. 2018
-----------------------------------------------------------------
The Hon. David E. Rice of the U.S. Bankruptcy Court for the
District of Maryland has extended, at the behest of Michael D.
Cohen, M.D., P.A., and Michael David Cohen and Shari Lee Cohen, the
exclusive periods within which the Debtors may file any Chapter 11
plan through and including Jan. 31, 2018, and solicit votes to
accept a proposed plan through and including Feb. 26, 2018.

As reported by the Troubled Company Reporter on May 1, 2017, the
Debtors sought the extension.  The Debtors relate that in May 2016,
a Circuit Court in Maryland entered a judgment against the Debtors
for $1,275,000.  On Sept. 9, 2016, the Debtors filed a notice of
appeal, and relief from the automatic stay has been granted by the
Court for the limited purpose of permitting the prosecution of the
Appeal to proceed in the Maryland Court of Special Appeals.  The
Debtors said they need to have the Exclusive Periods extended until
the Appeal is decided by the Maryland Court of Special Appeals
because the outcome of the Appeal will significantly impact the
requirements of a Chapter 11 plan.  The Debtors also need
additional time to continue its efforts to improve the financial
performance of the medical practice.

              About Michael D. Cohen, M.D., P.A.

Based in Maryland, Michael D. Cohen, M.D., P.A. dba Cosmetic
Surgery Center of Maryland dba Belcara Health, dba Belcara, is
a professional corporation engaged in the business of providing
various physician services to its patients, including but not
limited to services in the areas of plastic surgery, dermatology,
and podiatry.  Michael D. Cohen, M.D., is the sole shareholder of
the Debtor.  Shari L. Cohen, Dr. Cohen's wife, is responsible for
the business administration of the Debtor's medical practice.

Michael D. Cohen, M.D. and his wife, Shari L. Cohen jointly filed a
joint Chapter 11 petition (Bankr. D. Md. Case No. 16-21513) on Aug.
26, 2016.

The Company filed a voluntary petition under Chapter 11 of the
Bankruptcy Code (Bankr. D. Md. Case No. 16-22231) on Sept. 12,
2016.  The Debtor estimated assets in the range of $100,000 to
$500,000 and liabilities in the range of $1 million to $10 million
as of the bankruptcy filing.  The Debtors cases are jointly
administered under (Bankr. D. Md. Case No. 16-22231).

The Company is represented by Irving Edward Walker, Esq., at Cole
Schotz P.C.

The Cohens are represented by Yumkas, Vidmar, Sweeney & Mulrenin,
LLC.


MIDLAND FUNDING: Can Pursue Old Debt in Bankr., High Court Rules
----------------------------------------------------------------
Alex Wolf, writing for Bankruptcy Law360, reports that the U.S.
Supreme Court has opined that debt collectors that knowingly pursue
stale debt in bankruptcy proceedings do not run the risk of facing
potential consumer protection lawsuits.

The May 15 high court decision written by Justice Stephen G. Breyer
overturns a 2016 Eleventh Circuit decision that found Midland
Funding LLC, one of the largest purchasers of unpaid debt,
potentially liable under the Fair Debt Collection Practices Act
(FDCPA) for attempting to collect in bankruptcy on decade old
credit card debt that had become time-barred after six years.

Midland Funding is represented by Kannon K. Shanmugam of Williams &
Connolly LLP.

The case is Midland Funding LLC v. Aleida Johnson, case number
16-348, in the U.S. Supreme Court.


MIDWEST ASPHALT: Can Continue Using Cash Collateral Until July 31
-----------------------------------------------------------------
Judge William J. Fisher of the U.S. Bankruptcy Court for the
District of Minnesota authorized Midwest Asphalt Corporation to use
cash collateral in the ordinary course in accordance with the
Debtor's Projections.

The Debtor's authorization to use cash collateral terminates
automatically on the earlier of: (a) the date that the Welty DIP
Facility terminates; or (b) July 31, 2017.

The Debtor's use of cash collateral is subject to Debtor first
obtaining a DIP Financing Order of the Court approving a fully
committed $2 million line of credit facility from Mark Welty or an
entity owned or controlled by Mr. Welty, and further subject to
Debtor's receipt of the first $200,000 from Mr. Welty under the
Welty DIP Facility.

The Debtor is required to draw on the Welty DIP Facility in an
amount necessary to ensure that the forced liquidation value of
certain items totals at least $4,063,045.

Callidus Capital Corporation is granted a post-petition lien on all
assets of the Debtor, whether now existing or hereafter arising or
acquired, including but not limited to all titled vehicles, rolling
stock, causes of action under Chapter 5 and any and all state-law
causes of action recognized, permitted and/or incorporated therein,
and the cash value of life insurance policies held by the Bury
Family Trust and Blaine M. Johnson. The Bury Family Trust and
Blaine M. Johnson are prohibited from taking any further loans
against the cash value of the life insurance without further order
of the Court.

As additional adequate protection, Debtor agrees to:

     (a) maintain insurance on all of the property in which
Callidus Capital and any other secured creditors claim a security
interest and maintain all of its equipment, including titled
vehicles, according to its normal pre-bankruptcy maintenance
schedules;

     (b) pay all post-petition federal and state taxes, including
timely deposit of payroll taxes;

     (c) provide Callidus Capital and its financial advisors and
any other secured creditors, access for inspection of their
collateral and the Debtor's business records, including updated
backlogs and accounts receivable, and to discuss the Debtor's
ongoing operational and financial status directly with Debtor's
management;

     (d) deposit all cash proceeds and income into the Debtor's DIP
account;

     (e) provide to Callidus Capital, by May 12, 2017, the
Projections through July 31 broken down by week;

     (f) provide to Callidus Capital, for the prior week (i) copies
of the Debtor's check register showing all deposits and
expenditures, (ii) copies of all bank transactions, and (iii) an
updated A/R Aging;

     (g) Callidus Capital will provide to the Debtor, when and if
it prepares the same, its comparison between the Projections
against the actual results; and

     (h) both the Debtor and Callidus Capital will timely respond
to each other regarding any reasonable request for explanation or
information and attempt to timely resolve any disputes regarding,
the Required Draw Amount including sharing any variance analysis
either has performed.

In addition, the Debtor agrees to make an adequate protection
payment of $20,000 to Callidus Capital each month until Debtor's
right to use cash collateral terminates.

A full-text copy of the Order, dated May 11, 2017, is available at
https://is.gd/UdVSrX

              About Midwest Asphalt Corporation

Midwest Asphalt Corporation, based in Hopkins, Minnesota, filed a
chapter 11 petition (Bankr. D. Minn. Case No. 17-40075) on Jan. 12,
2017.  The petition was signed by Blair Bury, president.  The
Debtor is represented by Thomas Flynn, Esq., at Larkin Hoffman. The
case is assigned to Judge Katherine A. Constantine.  The Debtor
estimated assets and debt at $10 million to $50 million at the time
of the filing.

Daniel M. McDermott, the U.S. Trustee for Region 12, on Feb. 2,
2017, appointed two creditors of Midwest Asphalt Corporation to
serve on the official committee of unsecured creditors. The
committee members are:  (1) WD Larson/Allstate Peterbilt; and (2)
Tiller Corporation. The U.S. Trustee, on March 16, 2017, added
LSREF2 Cobalt LLC to the Creditors' Committee.

The Committee Taps Matthew R. Burton, Esq. at Leonard, O'Brien,
Spencer as legal counsel.


MMX SUDESTE: Chapter 15 Case Summary
------------------------------------
Chapter 15 Debtor: MMX Sudeste Mineracao S.A.
                   Av. Prudente de Morais, n. 1.250, 12th f
                   Dist. Coracao de Jesus, CEP 30.380-252
                   Belo Horizonte-MG
                   Brazil

Chapter 15 Case No.: 17-16113

Type of Business: MMX Sudeste is engaged in the extraction and
                  sale of iron ore.  It was founded in 2005 and
                  owns mines in Minas Gerais and Mato Grosso do
                  Sul States.  MMX has an installed capacity to
                  produce about 7 million metric tons of iron ore
                  per year in its two systems: the Southeast
                  System and the Corumba System.  In February
                  2011, MMX acquired the mining rights for the Pau
                  de Vinho Mine, which belongs to Mineracao
                  Usiminas, for 30 years.  The mine is located in
                  the area adjacent to the Serra Azul Unit, which
                  greatly facilitates its operation.

                  Web site: http://www.mmx.com.br

Chapter 15 Petition Date: May 15, 2017

Court: United States Bankruptcy Court
       Southern District of Florida (Miami)

Foreign Representative: Bernardo Bicalho Alvarenga Mendes

Foreign proceeding in
which appointment of
the foreign
representative occurred: Brazil's First Business Ct. of Belo
                         Horizonte, Case No. 0024.14.298.866-6

Foreign Representative's
U.S. Counsel:             Annette C Escobar, Esq.
                          Gregory S. Grossman, Esq.
                          SEQUOR LAW, P.A.
                          1001 Brickell Bay Dr 9flr
                          Miami, FL 33131
                          Tel: 305-372-8282
                          E-mail: aescobar@astidavis.com
                                  ggrossman@sequorlaw.com

Estimated Assets: Not Indicated

Estimated Debt: Not Indicated

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

       http://bankrupt.com/misc/flsb17-16113.pdf


MURPHY & DURIEU: Case Summary & 7 Unsecured Creditors
-----------------------------------------------------
Debtor: Murphy & Durieu, L.P.
        50 Main Street, Suite 100
        White Plains, NY 10606

Case No.: 17-22730

Business Description: Until 2016, M&D was an institutional broker-
                      dealer qualified and operating under the
                      Financial Industry Regulatory Authority Inc.

                      with offices at 120 Broadway, New York, New
                      York.  M&D operated consistently and
                      successfully as a broker-dealer from 1929
                      until in or around March 2015.  M&D's
                      decision to wind-down its broker-dealer
                      business was based upon prevailing market
                      factors that plague the broker-dealer
                      industry.  As of the Petition Date, in
                      addition to Joshua Rizack, as chief
                      restructuring officer, the Debtor's active
                      personnel consisted of Richard Murphy and
                      Richard Petri (who has been an employee
                      and/or regular consultant of M&D for over
                      20 years).  It is contemplated that Mr.
                      Petri will continue to assist the Debtor
                      with financial work on an as needed basis in
                      the ordinary course.  It is not contemplated
                      that Murphy will be compensated for any
                      services provided after the Petition Date.

                      M&D has already managed a significant
                      portion of its wind-down activities prior
                      to the Petition Date.  It surrendered its
                      leased office space at 120 Broadway, New
                      York, New York.  It resolved any and all
                      customer claims and most debtor-creditor
                      issues.

                      The principal aims of the bankruptcy case
                      are to (a) create an appropriate forum
                      to resolve the dispute with respect to
                      ownership of the assets held in the SDN
                      Collateral Accounts after providing notice
                      to all of M&D's creditors, (b) obtain
                      turnover to the Chapter 11 Estate of all
                      assets currently held in the Pershing
                      Accounts, (c) liquidate and prioritize all
                      claims against M&D, and (d) distribute M&D's
                      assets to its creditors in accordance with
                      the provisions of the Bankruptcy Code and
                      other applicable law.  M&D believes the
                      Bankruptcy Court is the best forum for       
     
                      resolving all of these matters, the majority
                      of which are core bankruptcy issues.

                      M&D has accounts with an aggregate value in
                      the amount of $2,957,079, which are
                      currently held by Pershing LLC, a wholly
                      owned subsidiary of The Bank of New York
                      Mellon Corporation.  In addition, M&D has a
                      single deposit account in the amount of
                      $41,136 as of April 30, 2017, held at JP
                      Morgan Chase Bank, N.A.

Chapter 11 Petition Date: May 16, 2017

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

Judge: Hon. Robert D. Drain

Debtor's Counsel: Fred Stevens, Esq.
                  Brendan M. Scott, Esq.
                  Lauren C. Kiss, Esq.
                  KLESTADT WINTERS JURELLER
                  SOUTHARD & STEVENS, LLP
                  200 West 41st Street, 17th Floor
                  New York, NY 10036
                  Tel: (212) 972-3000
                  Fax: (212) 972-2245
                  E-mail: fstevens@klestadt.com
                          bscott@klestadt.com
                          lkiss@klestadt.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Joshua Rizack, chief restructuring
officer.

A copy of the Debtor's list of seven unsecured creditors is
available for free at http://bankrupt.com/misc/nysb17-22730.pdf


MY-WAY TRADING: Wants Plan Filing Deadline Extended to Oct. 5
-------------------------------------------------------------
My-Way Trading, Inc., asks the U.S. Bankruptcy Court for the
Southern District of Indiana to extend the time within which to
file a plan of reorganization and disclosure statement, and the
exclusivity period for an additional 120 days, to and including
Oct. 5, 2017.

The Debtor believes that it needs an additional 120 days, or to and
including Oct. 5 to make the necessary changes to its business
operation to submit a disclosure statement and plan of
reorganization.

The Court had entered an order requiring the Debtor to file a plan
and disclosure statement within 180 days, or until June 7, 2017.
The Debtor has an exclusivity period of 180 days from the petition
date within which to file a plan.

The Debtor assures the Court that the interests of all parties are
best served by allowing the Debtor an extension of time within
which to file the plan and disclosure statement, as well as an
extension of time for the exclusivity period so as to be able to
submit a feasible plan of reorganization.

                       About My-Way Trading

My-Way Trading, Inc., doing business as Diversified Green
Solutions, is a plastics recycling business located in Richmond,
Indiana.

My-Way Trading filed a Chapter 11 petition (Bankr. S.D. Ind. Case
No. 16-09324) on Dec. 9, 2016.  The petition was signed by Seth
Smith, President.  The Debtor is represented by David R. Krebs,
Esq., at Hester Baker Krebs LLC.  The Debtor estimated assets and
liabilities at $500,000 to $1 million at the time of the filing.

An official committee of unsecured creditors has not yet been
appointed in the Chapter 11 case of My-Way Trading as of Jan. 12,
2017.


NATIONAL SURGICAL: Moody's Puts B2 CFR Under Review for Downgrade
-----------------------------------------------------------------
Moody's Investors Service placed the ratings of National Surgical
Hospitals, Inc. under review for downgrade, including the company's
B2 Corporate Family Rating and B2-PD Probability of Default Rating.
This action follows the announcement that Surgery Partners, Inc.
(parent company of Surgery Center Holdings, Inc. (B3, developing
outlook)) has entered into a definitive agreement to acquire NSH in
a transaction valued at approximately $760 million.

The review for downgrade is based upon Moody's view that, should
the acquisition of NSH be consummated, it will become part of an
enterprise with higher financial leverage. That said, benefits to
the transaction include greater scale and diversification.

The transaction is expected to close during the second half of
2017, subject to regulatory review and customary closing
conditions. Moody's expects the company's outstanding bank debt to
be repaid in full and at which point Moody's will withdraw all
ratings at the close of the transaction.

The following ratings were placed under review for downgrade:

National Surgical Hospitals, Inc.

Corporate Family Rating, B2

Probability of Default Rating, B2-PD

Senior secured revolving credit facility expiring 2020, B1 (LGD 3)

Senior secured term loan due 2022, B1 (LGD 3)

RATINGS RATIONALE

NSH's B2 Corporate Family Rating (currently on review for
downgrade) reflects Moody's expectation that leverage will remain
high. The ratings are also constrained by the company's limited
scale, and concentration of profits in a small number of
facilities. This presents a risk that an adverse event or negative
development in any one of those markets could materially impact the
operating results of the company. Further, since legislation limits
the ability to develop and open new physician-owned hospitals or
add beds at existing facilities, Moody's expects that meaningful
growth will likely require a combination of acquisitions and
investments in service line extensions. The ratings are supported
by the company's good profit margins, supported by favorable payor
mix, limited exposure to Medicare and Medicaid rate changes and
lower uncompensated care costs compared to general acute care
hospitals.

Headquartered in Chicago, IL, privately-held NSH owns and operates
inpatient and outpatient surgical facilities specializing in
orthopedic, neurosurgery and more complex general surgery cases.
The company's facilities are operated in partnership or joint
venture relationships with physicians or other providers in the
respective market area. NSH is majority owned by Irving Place
Capital.

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



OCONEE REGIONAL: Has Interim Nod to Secure $1M of DIP Financing
---------------------------------------------------------------
The Hon. Austin E. Carter of the U.S. Bankruptcy Court for the
Middle District of Georgia entered an interim order authorizing
Oconee Regional Health Systems, Inc., et al., to obtain $1 million
in DIP financing and use assets that are collateral for bonds
issued for the Debtors' benefit.

A hearing to consider the entry of a court order approving the DIP
Financing on a final basis will be held on June 5, 2017, at 10:00
a.m.  Objections to the DIP Financing must be filed by June 1,
2017, at 5:00 p.m.  With the final court order, the Debtors would
be able to obtain $5 million in DIP Financing.

The loan will have an interest rate of 13% per annum.  Interest on
the full $5 million will accrue from the issuance of the debt under
the 2017 indenture.  This is because the parties funding the DIP
loans must commit the funds immediately, as opposed to only
committing funds each time an advance is made.

There is no origination or placement fee with respect to the DIP
loans.  The Debtors will pay all costs and expenses of the bond
trustee, U.S. Bank National Association, in connection with the
negotiation and closing of the DIP loans, any litigation regarding
the DIP loans, and any enforcement of the DIP loans.  The DIP loans
will mature on Sept. 15, 2017.

As security for the Debtors' obligations under the DIP documents,
the bond trustee is granted priming first priority mortgages,
pledges, liens and security interests in all currently owned or
hereafter acquired assets of the Debtors.  The DIP loans will have
the status of a superpriority administrative expense claim.

The Indenture required the Debtors to complete these tasks and
adhere to certain deadlines:

     a. within 7 days after the Petition Date, the filing of
        motion acceptable to the trustee to approve sale
        procedures for the sale or other disposition of
        substantially all of the Debtors' assets;

     b. within 30 days after the Petition Date, entry of court
        order acceptable to the trustee approving the DIP loan and

        adequate protection on a final basis;

     c. within 20 days after the Petition Date, entry of court
        order acceptable to the trustee approving the sale
        procedures for the Debtors' assets;

     d. within 55 days after the Petition Date, entry of court
        order acceptable to the trustee approving the sale or
        other disposition of substantially all of the Debtors'
        assets;

     e. within 105 days after the Petition Date, approval on terms

        acceptable to the trustee of the sale or other disposition

        of substantially all of the Debtors' assets by all
        necessary local, state and federal authorities (other than

        the Court);

     f. within 120 days after the Petition Date, consummation of a

        sale or other disposition of substantially all of the
        Debtors' assets on terms acceptable to the trustee and
        payment of sale proceeds (net of expenses) to the trustee
        for application under the DIP documents;

     g. on Sept. 30, 2017, entry of court order approving a plan
        of reorganization or other case disposition process
        acceptable to the trustee; and

     h. Sept. 30, 2017, as effective date of the plan or other
        case disposition process acceptable to the trustee.

The collateral includes substantially all of the Debtors' assets.
The Debtors are required to provide adequate protection to the bond
trustee in respect of the Debtors' use of existing collateral and
in connection with the DIP Facility.  The financing motion reflects
that the Debtors' obligations on the bonds secured by the existing
collateral include, as of the Petition Date: (i) unpaid principal
on the Series 1998 Bonds in the amount of $21,510,000; (ii) accrued
but unpaid interest on the Series 1998 Bonds in the amount of
$506,290.30; (iii) unpaid principal on the Series 2016 Bonds in the
amount of $7,250,000; (iv) accrued but unpaid interest on the
Series 2016 Bonds in the amount of $52,361.15; and (v) accrued and
unpaid fees and expenses of the bond trustee and its professionals.
The bond trustee has informed the Debtors it doesn't consent to
postpetition financing or to the use of existing collateral except
on the terms reflected in the DIP documents and the court order.

As adequate protection, the bond trustee is provided with rollover
liens, supplemental liens, and prepetition superpriority claim.

Copies of the court order and the motion are available at:

           http://bankrupt.com/misc/gamb17-51005-32.pdf
           http://bankrupt.com/misc/gamb17-51005-29.pdf

Absent DIP Financing and cash collateral use, the Debtors will not
have sufficient working capital to remain in business or otherwise
fund the administrative expenses of these cases, both of which are
required to complete this disposition strategy.  Given the Debtors'
financial condition, current financing arrangements, and capital
structure, the Debtors don't have any material unencumbered assets
or funds and are unable to obtain unsecured credit.

                   About Oconee Regional Medical

Oconee Regional Medical Center (ORMC) --
http://www.oconeeregional.com/-- 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.

Oconee Regional Health Systems, Inc., affiliates ORHV Sandersville
Family Practice, LLC (Bankr. M.D. Ga. Case No. 17-51012) and Oconee
Regional Senior Living, Inc. (Bankr. M.D. Ga. Case No. 17-51013)
filed for Chapter 11 bankruptcy protection on May 11, 2017.  The
petitions were signed by Steven M. Johnson, interim chief executive
officer.

Mark I. Duedall, Esq., and Leah Fiorenza McNeill, Esq., at Bryan
Cave LLP serve as the Debtors' bankruptcy counsel.

James-Bates-Brannan-Groover-LLP serves as the Debtors' special
counsel.

Houlihan Lokey is the Debtors' investment banker.

Grant Thornton is the Debtors' financial advisor.



OCONEE REGIONAL: U.S. Trustee Forms 7-Member Committee
------------------------------------------------------
Guy G. Gebhardt, Acting U.S. Trustee for Region 21, on May 16
appointed seven creditors of Oconee Regional Health Systems, Inc.,
et al., to serve on the official committee of unsecured creditors.


The committee members are:

     (1) Baldwin Physician Services, LLC
         Attn: Ryan R. Domengeaux
         200 Corporate Boulevard
         Lafayette, LA 70508
         Tel: (337) 609-1255
         E-mail: ryan_domengeaux@schumacherclinical.com

     (2) EnduraCare AcuteCare
         Attn: Art Doloresco
         381 Riverside Drive, Suite 440
         Franklin, TN 37064
         Tel: (615) 861-8751
         E-mail: adoloresco@enduracareac.com

     (3) Varian Medical Systems
         Attn: James D. DuBrava
         3290 Northside Parkway, N.W., Suite 400
         Atlanta, GA 30327
         Tel: (678) 255-3859
         E-mail: james.dubrava@varian.com

     (4) Aramark CTS, LLC
         Attn: Charles J. Reitmeyer
         1101 Market Street, 29th Floor
         Philadelphia, PA 19107
         Tel: (215) 238-5979
         E-mail: reitmeyer-charles@aramark.com

     (5) Medline Industries, Inc.
         Attn: Shane Reed
         3 Lakes Drive
         Northfield, IL 60093
         Tel: (262) 367-7501, ext. 2252
         E-mail: sreed@medline.com

     (6) Crown Health Care Laundry Services
         Attn: Cliff Haigler
         1501 N. Guillemard Street
         Pensacola, FL 32501
         Tel: (850) 469-9909 ext. 20
         E-mail: chaigler@crownlaundry.com

     (7) Clinical Colleagues, Inc.
         Attn: James P. Robinson, III
         1121 North Bethlehem Pike
         Suite 60-234
         Spring House, PA 19477
         Tel: (210) 822-2510, ext. 1
         E-mail: jim@jamesrobinsonlaw.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 Oconee Regional Medical

Oconee Regional Medical Center (ORMC) --
http://www.oconeeregional.com/-- 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.

Oconee Regional Health Systems, Inc., affiliates ORHV Sandersville
Family Practice, LLC (Bankr. M.D. Ga. Case No. 17-51012) and Oconee
Regional Senior Living, Inc. (Bankr. M.D. Ga. Case No. 17-51013)
filed for Chapter 11 bankruptcy protection on May 11, 2017.

Mark I. Duedall, Esq., and Leah Fiorenza McNeill, Esq., at Bryan
Cave LLP serve as the Debtors' bankruptcy counsel.

James-Bates-Brannan-Groover-LLP serves as the Debtors' special
counsel.  Houlihan Lokey is the Debtors' investment banker.  Grant
Thornton is the Debtors' financial advisor.

The Debtors estimated its assets at up to $50,000 and liabilities
at between $100,000 and $500,000.

The petitions were signed by Steven M. Johnson, interim chief
executive officer.

Debtor ORHV Sandersville Family Practice has no unsecured
creditors.


ODYSSEY CONTRACTING: Wants to Use PNC Bank Cash Collateral
----------------------------------------------------------
Odyssey Contracting Corp. requests the U.S. Bankruptcy Court for
the Western District of Pennsylvania that it be permitted to use
cash collateral in order to fund its ongoing operations.

The Debtor tells the Court that it must use its cash collateral to
remain in business and maintain the value of its enterprise as an
ongoing business. Additionally, the Debtor tells the Court that its
continued operations will enhance the value of its receivables as
well as the value of the business as a going concern.

The Debtor claims that in the event that the Court does not
authorize its use of cash collateral, the Debtor will be unable to
maintain its current business operations and propose a plan of
reorganization, thereby causing the Debtor serious and irreparable
harm, resulting in significant losses to the Debtor's estate and
its creditors.

PNC Bank, National Association, is a secured creditor in the Estate
and holds a perfected first lien security interest in all of the
Debtor's assets, including its accounts receivable. PNC Bank
asserts that it has a claim against Debtor in the approximate
amount of $4,000,000.

To adequately protect the interests of PNC Bank in its collateral
for the Debtor's use of cash collateral, PNC Bank will be provided
with replacement liens in and to all property of the estate of the
kind securing the indebtedness owing to PNC Bank pre-petition.

The Debtor and PNC Bank have reached an agreement regarding
Debtor's use of PNC Bank's cash collateral which agreement is
embodied in the proposed order contemporaneously submitted with the
Debtor's Motion.

A full-text copy of the Debtor's Motion, dated May 11, 2017, is
available at https://is.gd/yuPUHX

               About Odyssey Contracting Corp.

Odyssey Contracting Corp. is a Pennsylvania corporation which was
formed in 1987 and which is based in Houston, Pennsylvania. The
Debtor is engaged in the business of bridge painting and repair
which services it provides throughout the United States.

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

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

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


OIL PATCH: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Oil Patch Transportation, Inc.
        P.O. Box 1338
        Pearland, TX 77588

Case No.: 17-80152

Business Description: Oil Patch Transportation is a small business

                      debtor as defined in 11 U.S.C. Section
                      101(51D).  It was founded in 2006 and is
                      engaged in the business of arranging
                      transportation of freight and cargo.

Chapter 11 Petition Date: May 16, 2017

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

Judge: Hon. Marvin Isgur

Debtor's Counsel: Alan Sanford Gerger, Esq.
                  THE GERGER LAW FIRM PLLC
                  2211 Norfolk
                  Houston, TX 77098
                  Tel: 713-300-1430
                  Fax: 888-317-0281
                  E-mail: asgerger@gerglaw.com

Total Assets: $2.87 million

Total Liabilities: $2.48 million

The petition was signed by Robert Smith, president.

A copy of the Debtor's list of 20 largest unsecured creditors is
available for free at http://bankrupt.com/misc/txsb17-80152.pdf


P & G FITTINGS: Hearing on Plan Confirmation Set for June 8
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Pennsylvania
is set to hold a hearing on June 8 to consider approval of the
proposed Chapter 11 plan of reorganization for P & G Fittings Inc.


The hearing will be held at 11:00 a.m., at the U.S. Steel Tower,
Courtroom A, 54th Floor, 600 Grant Street, Pittsburgh,
Pennsylvania.

The latest plan proposes to pay the Internal Revenue Service's
secured tax claim in full with 4% interest.  The claim in the
amount of $3,736.87 will be paid over 60 months.

The plan also proposes to pay in full the priority tax claims of
IRS and the Pennsylvania Department of Revenue over 60 months.  P &
G owes $371.03 to IRS and $939.58 to the other agency.

Moreover, both agencies will recover 10% of their general unsecured
tax claims.  IRS and the Pennsylvania Department of Revenue assert
$18,787.90 and $676.36, respectively.

Meanwhile, the estimated amount of cash on hand available on the
date of confirmation of the plan is $7,115.90, which the company
will use to pay administrative expenses, according to the latest
disclosure statement, which explains the plan.  

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

                      About P & G Fittings

P & G Fittings, Inc., sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. W.D. Pa. Case No. 16-23033) on August 17,
2016.  The petition was signed by Paul Marshall, president.

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

The Debtor is represented by Francis E. Corbett, Esq.

On March 3, 2017, the Debtor filed a Chapter 11 plan of
reorganization and disclosure statement.  The court approved the
disclosure statement on April 25, 2017.


P3 FOODS: Allowed to Further Cash Collateral Use Until June 9
-------------------------------------------------------------
Judge Donald R. Cassling of the U.S. Bankruptcy Court for the
Northern District of Illinois inked its Eighth Interim Order
authorizing P3 Foods, LLC, to use Element Financial Corp.'s cash
collateral solely to pay its ordinary and necessary business
expenses as set forth on the Budget through June 9, 2017.

The approved interim budget indicates that the Debtor will require
the use of cash in the approximate amount of $1,075,814 in order to
meet its expenses incidental to the operations of the nine Burger
King franchises.

Element Financial asserts a secured claim in the amount of $689,966
as of the Petition Date, and has a first priority, perfected
security interest in all of the Debtor's personal property.

Element Financial is granted a valid, perfected, first priority
postpetition replacement liens to the same extent and with the same
priority as held prepetition. Element Financial is also granted a
claim which will have priority over all other claims entitled to
priority, to the extent that the use of the cash collateral results
in a diminution of Element Financial's interest in the cash
collateral as of the Petition Date in excess of the value of the
Adequate Protection Liens, and subject to the quarterly fees of the
U.S. Trustee.

20/20 Franchise Funding LLC, and Leaf Capital Funding LLC are also
granted a postpetition replacement lien, to the same extent and
with the same priority as held prepetition on the same type of
asset.

In addition, the Debtor is directed to:

     A. Make adequate protection payments to:

         (1) Element Financial, in the amount of $16,428;

         (2) 20/20 Franchise Funding, in the amount of $4,835; and


         (3) Leaf Capital Funding, in the amount of $797.

     B. Maintain all necessary insurance, including, without
limitation, fire, hazard, comprehensive, public liability, and
workmen's compensation as may be currently in effect, and obtain
such additional insurance in an amount as is appropriate for the
business in which the Debtor is engaged.

     C. Grant Element Financial right to inspect the collateral or
the assets subject to adequate protection liens as well as the
Debtor's books and records.

The Debtor's authorization to use cash collateral will terminate
upon the earliest of:

     (a) June 9, 2017;

     (b) The Debtor's failure to make the adequate protection
payments as set forth in the Eighth Interim Order;

     (c) The Debtor's failure to obtain and/or maintain all
necessary insurance as required by the Eighth Interim Order;

     (d) The material breach by the Debtor of any terms, conditions
or covenants of the Eighth Interim Order;

     (e) The appointment of a Trustee for the Debtor pursuant to
the Bankruptcy Code;

     (f) The conversion of the Debtor's case to a case under
Chapter 7 of the Bankruptcy Code;

     (g) The dismissal of the Debtor's case;

     (h) The appointment of an examiner with any of the powers of a
Trustee for the Debtor; or

     (i) The allowance of Motion for Relief from Automatic Stay
allowing a creditor of the Debtor to foreclose upon any material
asset of the Debtor.

A continued hearing has been scheduled to take place on June 6,
2017 at 10:00 a.m., during which the Court will consider the
Debtor's further use of cash collateral.

A full-text copy of the Eighth Interim Order, entered on May 10,
2017, is available at https://is.gd/61x7LE

                      About P3 Foods, LLC

P3 Foods, LLC, operates nine Burger King franchises in Minneapolis,
Minnesota.  

P3 Foods filed a chapter 11 petition (Bankr. N.D. Ill. Case No.
16-32021) on Oct. 6, 2016.  The case is assigned to Judge Donald
Cassling.  

The Debtor tapped Richard L. Hirsh, Esq., at Richard L. Hirsh,
P.C., as counsel.  The Debtor also engaged Aldridge Chasewater LLC
as accountant.

An official committee of unsecured creditors has not yet been
appointed in the case.


PARETEUM CORPORATION: Incurs $1.29M Net Loss in First Quarter
-------------------------------------------------------------
Pareteum Corporation filed with the Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $1.29 million on $2.79 million of revenues for the three months
ended March 31, 2017, compared to a net loss of $4.31 million on
$3.27 million of revenues for the three months ended March 31,
2016.

As of March 31, 2017, Pareteum had $13.10 million in total assets,
$16.33 million in total liabilities and a total stockholders'
deficit of $3.23 million.

"Based on our current expectations with respect to our revenue and
expenses, we expect that our current level of cash and cash
equivalents could be sufficient to meet our liquidity needs for the
next twelve months," the Company said the filing.  "If our revenues
do not grow as expected and if we are not able to manage expenses
sufficiently, including required payments pursuant to the terms of
the senior secured debt, we may be required to obtain additional
equity or debt financing.  Although we have previously been able to
attract financing as needed, such financing may not continue to be
available at all, or if available, on reasonable terms as required.
Further, the terms of such financing may be dilutive to existing
shareholders or otherwise on terms not favorable to us or existing
shareholders.  If we are unable to secure additional financing, as
circumstances require, or do not succeed in meeting our sales
objectives, we may be required to change or significantly reduce
our operations or ultimately may not be able to continue our
operations.  As a result of our historical net losses and cash flow
deficits, and net capital deficiency, these conditions raise
substantial doubt as to the Company’s ability to continue as a
going concern."

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

                    https://is.gd/pBuEme

                     About Pareteum Corp

New York-based Pareteum Corporation (NYSEMKT: TEUM), formerly known
as Elephant Talk Communications, Inc. -- http://www.pareteum.com/
-- is an international provider of business software and services
to the telecommunications and financial services industry.

Pareteum incurred a net loss of $31.44 million for the year ended
Dec. 31, 2016, compared with a net loss of $5 million for the year
ended Dec. 31, 2015.

Squar Milner, LLP, in Los Angeles, California, issued a "going
concern" qualification on the consolidated financial statements for
the year ended Dec. 31, 2016, citing that the Company has suffered
recurring losses from operations, has an accumulated deficit of
$287,080,234 and has negative working capital.  This raises
substantial doubt about the Company's ability to continue as a
going concern.


PAWS AND CLAWS: Seeks June 29 Extension of Plan Filing Deadline
---------------------------------------------------------------
Paws and Claws Pet Inn, LLC requests the U.S. Bankruptcy Court for
the District of North Carolina to extend its exclusive period to
file a plan of reorganization and disclosure statement, and obtain
acceptance of such plan, to and including June 29, 2017 and August
29, 2017, respectively.

The Court has previously extended both the deadline for filing a
plan of reorganization and disclosure statement and the exclusivity
period to May 15, 2017.  The Court's previous extension was granted
because of ongoing negotiations regarding the Debtor's property in
Rougemont, which is the principal asset of the estate.

The Debtor submits that there is presently a tenant in the property
that is paying monthly rent, and that tenant has made an offer to
purchase the assets of the estate, and there have been discussions
about the tenant serving as the stalking horse bidder in an
auction.

The Debtor believes that a motion for an 11 U.S.C. Sec. 363 sale of
substantially all of its assets will be filed in the next month,
which would eliminate the need to file a plan and disclosure
statement.

The Debtor also contends that even if the sale does not go forward,
any plan that the Debtor proposes will call for the liquidation of
the assets of the estate, and, accordingly, the Debtor requires
additional time to formulate its plan.

          About Paws and Claws Pet Inn, LLC

Paws and Claws Pet Inn, LLC, filed a Chapter 11 petition (Bankr.
M.D.N.C. Case No. 16-81010) on November 14, 2016.  The Petition was
signed by Patricia R. Williford, Member/Manager. At the time of
filing, the Debtor had $500,000 to $1 million in estimated assets
and $100,000 to $500,000 in estimated liabilities.

The Debtor is represented by James C. White, Esq. at the law office
of Parry Tyndall White.  The Debtor tapped Donna Ray Berkelhammer,
Esq., at Berkelhammer Law PC, dba Legal Direction as special
counsel.


PPI DIRECT: Hires Simon Resnik Hayes as General Bankruptcy Counsel
------------------------------------------------------------------
PPI Direct, LLC seeks authority from the US Bankruptcy Court for
the Central District of California, Sta Ana Division, to employ
Simon Resnik Hayes LLC as its general bankruptcy counsel.

Debtor requires the services of the Firm to:

     a. advice and assistance regarding compliance with the
requirements of the United States Trustee;

     b. advice regarding matters of bankruptcy law, including the
rights and remedies of the Debtor in regard to its assets and with
respect to the claims of creditors;

     c. advice regarding cash collateral matters with respect to
the Debtor's real properties;

     d. conduct examinations of witnesses, claimants or adverse
parties and to prepare and assist in the preparation of reports,
accounts and pleadings;

     e. advice concerning the requirements of the Bankruptcy Code
and applicable rules;

     f. assist with the negotiation, formulation, confirmation and
implementation of a Chapter 11 plan; and

     g. make any appearances in the Bankruptcy Court on behalf of
the Debtor, and take such other action and to perform such other
services as the Debtor may require.

The Debtor has agreed to pay the Firm an initial retainer of
$21,000. The Firm received a retainer of $7,500 prior to the filing
the Chapter 11 petition. The payment was made by Patrick Reynolds,
the father of Shaun Reynolds, the Debtor's managing member.  The
Debtor has promised to pay an additional retainer of $13,500, which
is to be paid once Debtor starts generating income.

The Firm's billing rates are:

     M. Jonathan Hayes  Of Counsel  $485.00
     Matthew D. Resnik  Partner     $465.00
     Roksana D. Moradi  Partner     $385.00
     Russell Stong      Associate   $350.00
     David Kritzer      Associate   $350.00
     Rosario Zubia      Paralegal   $135.00

Roksana D. Moradi, partner at Simon Resnik Hayes LLP, attests that
she and the Firm are "disinterested persons" within the meaning of
11 U.S.C. Sec. 101(14).

The Firm can be reached through:

     Matthew D. Resnik, Esq.
     Roksana D. Moradi, Esq.
     SIMON RESNIK HAYES LLP
     15233 Ventura Blvd., Suite 250
     Sherman Oaks, CA 91403
     Telephone: (818) 783-6251
     Facsimile: (818) 827-4919
     Email: matthew@SRHLawFirm.com
            roksana@SRHLawFirm.com

                      About PPI Direct

PPI Direct, LLC, which opened its doors in 2010, is a small
organization in the business services industry located in Laguna
Beach, California.  Its principal assets are located at 45610 Corte
Vista Clara Temecula, California.

PPI Direct, LLC, filed a Chapter 11 petition (Bankr. C.D. Cal. Case
No. 17-11351) on April 6, 2017. The Hon. Theodor Albert presides
over the case.  Matthew D Resnik, Esq., at Simon Resnik Hayes LLC,
serves as bankruptcy counsel.

In its petition, the Debtor estimated $1 million to $10 million in
both assets and liabilities. The petition was signed by Shaun
Michael Reynolds, managing member.


PRECIOUS FORMALS: Plan Outline Okayed, Plan Hearing on June 7
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas will
consider approval of the Chapter 11 plan of reorganization for
Precious Formals, Inc., at a hearing on June 7.

The court will also consider at the hearing the final approval of
the company's disclosure statement, which it conditionally approved
on April 25.

The order set a May 31 deadline for creditors to file their
objections and cast their votes accepting or rejecting the plan.

Under the proposed plan, general unsecured creditors will be paid
10% of their claims allowed by the court.  They will receive 60
monthly payments beginning on the 15th day of the first month
following 60 days after the effective date of the plan.
These claims are impaired.
  
Payments and distributions under the plan will be funded by
"ordinary business" income and supplemented as necessary by
Precious Formals President Javed Ashraf and Ruby Ashraf, according
to the company's disclosure statement, which explains the plan.

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

                      About Precious Formals

Precious Formals, Inc., and its shareholders Javed and Ruby Ashraf
filed for Chapter 11 bankruptcy protection (Bankr. S.D. Tex. Case
Nos. 16-35417 and 16-35419) on Oct. 31, 2016.  The petition was
signed by Mr. Ashraf.

The cases are jointly administered and are assigned to Judge Jeff
Bohm.  The Law Office of Margaret M. McClure serves as the Debtors'
bankruptcy counsel.

At the time of the filing, Precious Formals estimated assets of
less than $1 million and liabilities of $1 million to $10 million.


PUERTO RICO: Joint Admin. Bid Okayed; Creditors Open to Mediation
-----------------------------------------------------------------
Nick Brown at Reuters reports that U.S. District Court Judge Laura
Taylor Swain granted motions filed by the Financial Oversight and
Management Board for Puerto Rico for, among other things, the joint
administration of the Title III cases under PROMESA for the Puerto
Rico Sales Tax Financing Corporation (COFINA) and the Commonwealth
of Puerto Rico, at a hearing held May 17, 2017, before the U.S.
District Court for the District of Puerto Rico.

The report says Puerto Rico's main creditors, meeting before the
U.S. bankruptcy judge in the largest public finance restructuring
case in history, are also interested in continuing mediation
settlement talks to resolve the island's unpayable $70 billion debt
bill.

The report relays that in the first hearing since the U.S.
commonwealth filed for bankruptcy on May 3, a lawyer for Puerto
Rico's federal financial oversight board told Judge Swain that the
two main creditor groups expressed interest in maintaining the
discussions while the case proceeds.

Judge Swain said the "scope and scale" of the case is "humbling"
and that it "will certainly involve pain" but that "failure is not
an option," Reuters notes.  She added, before a packed courtroom
with an estimated 100 people and two additional overflow rooms,
that "devoting all our time to litigation cannot" be a way
forward.

According to the report, Wednesday's hearing marked the start of a
process that could take months or years. It is also a culmination
of more than two years of bitter debate between Puerto Rico's
government, its creditors and federal lawmakers over how the island
should rework its debt load that has crippled its economy.

Earlier this month, recalls Reuters, the U.S. territory's central
government entered a modified version of bankruptcy protection
created under a federal rescue law known as PROMESA as a way to
legally pave the way to cut its general obligation (GO) debt. The
island's sales tax authority, known as COFINA, followed suit days
later with its own filing under Title III of the PROMESA law, which
provides for the bankruptcy mechanism.

Martin Bienenstock, Esq., at Proskauer Rose LLP, said the board
plans to press holders of GO and COFINA to mediate, Reuters
relates. The amount of debt held, nearly equally between the two,
amounts to roughly $36 billion, or half of the total debt stock of
Puerto Rico.

Judge Swain ruled to combined the GO and COFINA Title III filings
for administrative purposes, notes the report.

Defaulted benchmark GO debt due 2035 did not trade on Wednesday and
were last quoted with a bid price of 60, according to Reuters.

Marcia Goldstein, Esq., at Weil, Gotshal & Manges, representing
MBIA's National Public Finance Guarantee unit, which insures nearly
$2 billion in combined GO and COFINA debt, criticized both the
government and oversight board for a lack of financial information,
the report says.

"There needs to be a serious openness about financial data. We are
very, very far from that," she told Judge Swain, Reuters relates.

Before adjourning, Judge Swain addressed that concern, asking for a
status report by mid-June on progress to give creditors better
access to financial information and any progress on restructuring
negotiations, the report notes.

Reuters notes the dispute between the GO and COFINA camps is
central to working out a restructuring that allows Puerto Rico, and
its 3.5 million U.S. citizens, to rebuild an economy wracked by a
45 percent poverty rate, 11 percent unemployment rate and
increasing emigration to the mainland United States.  The U.S.
commonwealth also suffers from a near-insolvent public health
system, having spent the last 10 years in recession with debt
piling up to pay for basic services.

    No Ruling on Bid for Banks to Honor Transfers/Deposits

Reuters says the May 17 hearing represented a shift in tone, as
creditor tough-talk during months of out-of-court bargaining gave
way to the more conciliatory decorum reserved for proceedings
before a judge.  Still, as a parade of lawyers approached the
podium to make their cases, it was clear creditors are fighting
tooth and nail for their interests, says the reports.

Issues that would be minor in most bankruptcies fetched many
objections, including the island's motion to combine the COFINA and
government bankruptcies, which Judge Swain granted.

"I admit it's the first time I've" objected to such a motion "in my
career," said Dennis Dunne, an attorney for Ambac Assurance Corp,
which insures COFINA debt, notes the report.

Reuters says COFINA creditors' hopes for repayment hinge on their
ability to establish COFINA as separate from the government, as GO
creditors argue COFINA revenues are government property reserved
for them.

The judge said she would not yet rule on an ongoing dispute over
Puerto Rico's motion to allow banks to continue effecting transfers
and deposits at the government's direction, notes the report.

This issue, also normally ministerial, has COFINA creditors worried
the government would use such an order to direct banks to claw back
COFINA revenues to the general fund when they come due on July 1,
which is authorized under a recent Puerto Rico law, the report
relays.

The bankruptcy process will cover about half of Puerto Rico's debt,
though other local public agencies are restructuring out of court,
and some could enter bankruptcy later, notes Reuters.

Bienenstock added that other agencies, including the highway
authority PRHTA, will file for bankruptcy "soon," Reuters
relates.

Retirees, who belong to a system with roughly $50 billion in
underfunded pension liabilities, sent a lawyer to the hearing to
seek a seat at the negotiating table because of potential changes
to their benefits, the report adds.  Robert Gordon, an attorney for
a group comprising 91,000 retirees, argued "they have earned the
right to participate in this process."

             Ambac Opposes Joint Administration

Prior to the Court's ruling, Ambac Assurance Corporation, a holder
and/or insurer of $2.7 billion of bonds issued by the Commonwealth
of Puerto Rico, the Puerto Rico Sales Tax Financing Corporation,
and other Commonwealth instrumentalities filed an objection to the
motions filed by the Financial Oversight and Management Board for
Puerto Rico for, among other things, (i) the joint administration
of the Title III cases under PROMESA for the Puerto Rico Sales Tax
Financing Corporation (COFINA) and the Commonwealth of Puerto Rico,
and (ii) an order confirming authority of banks to continue
honoring instructions and payment instruments with respect to the
Debtors' bank accounts.

"If the Motions are granted, COFINA, a solvent entity with no
genuine need for restructuring, will potentially be reorganized
under the influence of parties whose interests are opposed to those
of COFINA and its creditors.  And while COFINA would be the first
issuer subjected to this improper approach to Title III, it would
almost certainly not be the last," Dennis F. Dunne, Esq., at
Milbank, Tweed, Hadley & McCloy LLP, counsel to Ambac, said in a
court filing.

"The Motions thus present a unique opportunity, at the outset of
these historic bankruptcy cases, to restore respect for the
"relative lawful priorities [and] lawful liens . . . in the
constitution, other laws, or agreements" of the Commonwealth, as
intended by Congress in passing the Puerto Rico Oversight,
Management, and Economic Stability Act ("PROMESA"). 48 U.S.C. Sec.
2141(b)(1)(N)."

                   Not Ordinary Circumstances

Ambac acknowledges that in ordinary circumstances, the relief
requested in the Motions would be the type of housekeeping measure
that could hardly be claimed to pose a threat to the substantive
rights of affected creditors.  But these are not ordinary
circumstances, according to Ambac.

Assuming that the Debtors' request for joint administration is
motivated by judicial and procedural efficiency objectives, Ambac
believes it nonetheless raises a number of substantive concerns,
including: (i) failure to abide by PROMESA's directive to maintain
separateness between various entities; (ii) creeping consolidation;
(iii) providing standing arguments to parties who would not
otherwise have standing; (iv) granting inappropriate rights to a
"yet-to-be-formed" official committee of unsecured creditors; and
(v) inoculating certain creditors against harm from complying with
unlawful directives of the Commonwealth.

"In 2006, in response to what was then an unprecedented fiscal
crisis, the Commonwealth created COFINA as a means of accessing
capital markets at affordable rates.  The Commonwealth achieved
that goal by transferring legal ownership of a portion of certain
sales and use taxes ("SUT Revenues") to COFINA, protecting the SUT
Revenues from "clawback" by the Commonwealth for any purpose, and
granting COFINA's creditors unique structural protections not
offered to creditors of the Commonwealth or its other
instrumentalities.  The market recognized these distinctions,
extending credit to COFINA at rates far lower than those applicable
to the Commonwealth's general obligation ("GO") debt," Mr. Dunne
explains.

"As the Commonwealth's fiscal and economic difficulties have
intensified, however, the Commonwealth, and now the Oversight
Board, have turned their backs on the promises the Commonwealth
made to COFINA and its creditors.  It has premised its 10-year
fiscal plan (the "Fiscal Plan," D.I. 1-3) on the assumption that
all debt owed and revenue earned by any Commonwealth
instrumentality belongs to the Commonwealth without regard to
property, contract, or constitutional law; it has advanced a
restructuring proposal based on the same unlawful conflation of
revenue streams and debt obligations; and it has passed
legislation, styled as a 'Fiscal Plan Compliance Law,' that routes
all monies generated by Commonwealth legislation, including those
belonging by statute to COFINA, through the Commonwealth's general
fund, apparently to be allocated at the discretion of Puerto Rico's

Secretary of the Treasury, in violation of Puerto Rico law and
PROMESA."

Ambac does not contest that joint administration of restructuring
proceedings can result in significant convenience and economies.
However, the Federal Rules of Bankruptcy Procedure are clear that
joint administration is inappropriate if it fails to protect
creditors from actual or potential conflicts of interest.  The
conflicts here are substantial, according to Ambac.

"As an issuer of debt, the Commonwealth has interests that are
diametrically opposed to COFINA's. COFINA has dedicated property to
pay its obligations. If it is somehow deprived of that property, it
will lack the wherewithal to pay those obligations.  The
Commonwealth appears to view COFINA's money as a means to satisfy
its own obligations, and is now implementing a Fiscal Plan that not
only envisions, but appears to require, the use of COFINA's SUT
Revenues for Commonwealth purposes, as confirmed in subsequent
restructuring proposals and legislation.  COFINA is not the
Commonwealth's piggybank.  The Commonwealth's GO bondholders have
pursued the same aim through litigation, both during and after the
PROMESA litigation stay, seeking the diversion of the SUT Revenues
to the Commonwealth for payment of GO debt."

                  Unsecured Creditors' Committee

According to Ambac, the Case Management Motion's contemplation of
the formation of an unsecured creditors' committee ("UCC") is a
case in point. COFINA's bonds were issued exclusively on a secured
basis.  Thus, the formation of a UCC and the granting of notice and
procedural consent rights to such a committee, as contemplated by
the proposed "Case Management Procedures", would permit the
Commonwealth's unsecured creditors to exercise rights for which
they lack standing -- i.e., to vote on or consent to actions taken
in the COFINA proceedings. The Commonwealth UCC should have no
rights (or standing) in COFINA's Title III case by operation of a
case management order.  However procedural in appearance, joint
administration should not be permitted to further this type of
creeping substantive consolidation, nor to create a presumption of
a plan of adjustment covering both entities.

Ambac explains the efficiencies adverted to in the Joint
Administration Motion do not compel a contrary result.  As an
initial matter, while judicial efficiency is a worthy goal, it is
an inappropriate basis on which to ignore the substantial conflicts
of interest at issue here.  In any event, joint administration will
actually disserve efficiency interests, as a joint docket will
likely cause confusion among the two creditor bases, who will be
forced to wade through a deluge of filings to determine which
concern them and which do not. Rejecting the Joint Administration
Motion will thus protect creditors while causing no harm to
judicial economy.

Finally, the Bank Release Motion is objectionable for the same
reason, according to Ambac.

"While administrative (and therefore seemingly harmless) in nature,
it seeks an order that would potentially shield unlawful payments.
The Commonwealth has already stated its intent to allocate money in
a manner that numerous creditors, including Ambac, have alleged
violate Puerto Rico and federal law, including by requiring
COFINA's money to be applied to general Commonwealth purposes. The
Bank Release Motion seeks an ex ante judicial blessing that a
bank's compliance with any such unlawful directives is immune from
liability.  And the request is unnecessary: by the Debtors' own
admission, section 363 of the Bankruptcy Code does not apply to
these proceedings, and thus the Commonwealth has no need to seek
judicial authorization of this sort.  The Debtors' extraneous
request for the Court's exculpation of the Commonwealth's banks
from all future liability, including liability for any transfers
that may constitute a clear breach of law, contract, or property
rights, should accordingly be rejected."

A guiding principle of PROMESA is that each debtor stands on its
own for purposes of Title III proceedings.  Ambac submits that the
Court should take this opportunity to reaffirm this important
statutory principle and recognize that these are separate cases
with significant actual conflicts of interest between the Debtors
and, more importantly, between their respective creditors.  Ambac
says that to do otherwise would contravene the letter and spirit of
PROMESA, and could signal to creditors that the core principles of
separateness and respect for lawful priorities and liens that
guided Congress in crafting PROMESA may be undercut.

                      Ambac's Exposure

Ambac provides financial guaranty insurance covering approximately
$2.7 billion in net par accreted value of bonds issued by the
Commonwealth or its instrumentalities -- a figure that increases to
$9.7 billion in gross principal and interest at maturity.  Although
Ambac's largest exposure relates to bonds issued by COFINA, of
which it insures approximately $1.3 billion in net par accreted
value, it also insures:

   * $493 million in bonds issued by the Puerto Rico Highways and
Transportation Authority ("PRHTA");

   * $564 million in bonds issued by the Puerto Rico
Infrastructure
Financing Authority ("PRIFA");

   * $137 million in bonds issued by the Puerto Rico Convention
Center District Authority ("PRCCDA");

   * $187 million in bonds directly issued or guaranteed by the
Commonwealth and backed by the full faith, credit, and taxing
power of theCommonwealth (known as general obligation ("GO") or
general obligation-guaranteed bonds, collectively, "GO Bonds").

The majority of these bonds are long-dated, and Ambac enjoys
significant voting and consent rights with respect to them. In
addition, Ambac directly owns approximately $268 million in bonds
issued by COFINA, PRHTA, PRIFA, and the Puerto Rico Public
Buildings Authority.  Thus, Ambac not only has a unique perspective
on the financial difficulties facing Puerto Rico and a deep
investment in its long-term success, it is also a critical
participant in any solutions to the current fiscal situation.

Attorneys for Ambac Assurance Corporation:

         Roberto Camara-Fuertes, Esq.
         Sonia Colon, Esq.
         FERRAIUOLI LLC
         221 Ponce de Leon Avenue, 5th Floor
         San Juan, PR 00917
         Telephone: (787) 766-7000
         Facsimile: (787) 766-7001
         E-mail: rcamara@ferraiuoli.com
                 scolon@ferraiuoli.com

              - and -

         Dennis F. Dunne, Esq.
         Andrew M. Leblanc, Esq.
         Atara Miller, Esq.
         Grant R. Mainland, Esq.
         MILBANK, TWEED, HADLEY & McCLOY LLP
         28 Liberty Street
         New York, NY 10005
         Telephone: (212) 530-5770
         Facsimile: (212) 822-5770
         E-mail: ddunne@milbank.com
                 aleblanc@milbank.com
                 amiller@milbank.com
                 gmainland@milbank.com

Aside from Ambac, other parties that have filed objections to the
motion for an order directing the joint administration, solely for
procedural purposes, of the title III cases of the Commonwealth and
COFINA are:

   * The Puerto Rico Funds;
    * Mutual Fund Group; and
    * National Public Finance Guarantee Corporation

                      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  

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 on board 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.

Marcia Goldstein, Esq., at Weil, Gotshal & Manges, represents
MBIA's National Public Finance Guarantee unit, which insures nearly
$2 billion in combined GO and COFINA debt.


QUALITY FLOAT: Court Confirms Plan, Status Hearing on May 23
------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois is
set to hold a post-confirmation status hearing in the Chapter 11
case of Quality Float Works, Inc., on May 23, at 10:00 a.m.

The bankruptcy court on April 26 confirmed the company's Chapter 11
plan of reorganization after finding that it satisfied the
requirements for confirmation under section 1129 of the Bankruptcy
Code.  It also approved the company's disclosure statement, which
explains the plan.  

A copy of the order and the court-approved second amended plan is
available for free at https://is.gd/7xONcW

                    About Quality Float Works

Quality Float Works, Inc. manufactures valves and floats used for
level liquid controls.

Quality Float Works, Inc. filed a Chapter 11 petition (Bankr. N.D.
Ill. Case No. 16-25753) on Aug. 11, 2016.  The petition was signed
by Jason Speer, president.  Judge Deborah L. Thorne presides over
the case. At the time of filing, the Debtor disclosed total assets
at $481,533 and total liabilities at $1.32 million.

The Debtor is represented by Robert R. Benjamin, Esq. at Golan &
Christie LLP. The Debtor employs Jim Donenberg and Warady & Davis
LLP as accountants.

On January 20, 2017, the Debtor filed its Chapter 11 plan of
reorganization and disclosure statement.


RANDY BALDERAS: Sale of Personal Property for $70K Approved
-----------------------------------------------------------
Judge Craig A. Gargotta of the U.S. Bankruptcy Court for the
Western District of Texas authorized Randy Benavides Balderas' sale
of personal property to Wiley Lease, Ltd., for $70,000.

The Debtor is granted authority to sell the personal property
described as two trailers - 2012 Wade FB, VIN ...5117 and 2012 Wade
FB, VIN ...5122 and a 2005 Mack International Water Truck, YIN
...6529 to the Buyer pursuant to the terms set forth in the Motion
to Sell ($70,000 in payments to Lytle State Bank).  The sale of the
said two trailers is free and clear of all liens, claims and
encumbrances.

The Debtor will convey the title on the two trailers to the Buyer
upon the Buyer completing the required payments in the amount of
$70,000 to Lytle State Bank.

Lytle State Bank is to retain its liens against the two trailers,
and the Buyer is to make the required payments in the amount of
$70,000 set forth in the Motion directly to Lytle State Bank.

Randy Benavides Balderas sought Chapter 11 protection (Bankr. W.D.
Tex. Case No. 16-52554) on Nov. 3, 2016.  The Debtor tapped
William R. Davis, Jr., Esq., at Langley & Banack, Inc., as counsel.


RESOLUTE ENERGY: Closes $160-M Delaware Basin Bronco Acquisition
----------------------------------------------------------------
Resolute Energy Corporation disclosed the closing of its previously
announced Bronco acquisition of certain oil and gas properties
located in Reeves County, Texas, for an aggregate purchase price of
$160 million, adjusted for normal closing purchase price
adjustments.  The acquisition was financed in substantial part with
proceeds received from the previously announced offering of $125
million of 8.50% Senior Notes due 2020, which closed on May 12,
2017, thereby preserving significant availability under Resolute's
revolving credit facility.  

The acquisition includes approximately 4,600 net acres in Reeves
County, Texas, interests in two producing operated 4,500 foot
horizontal Wolfcamp wells, six operated drilled but uncompleted
Wolfcamp wells, and one non-operated 10,000 foot lateral Wolfcamp
currently waiting on completion.  Resolute assumed operations on
the acquired properties on May 1, 2017, and commenced fracing
operations on the first of six drilled but uncompleted wells on May
4.

              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 $161.7 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."


RICHARD D. VAN LUNEN: Case Summary & 10 Unsecured Creditors
-----------------------------------------------------------
Debtor: Richard D. Van Lunen Charitable Foundation
        13 Commons Drive
        Palos Park, IL 60464

Case No.: 17-14499

Type of Business: Established in 1985, the Debtor is a foundation
                  that fund primarily for Christian churches and
                  education.

Chapter 11 Petition Date: May 16, 2017

Court: United States Bankruptcy Court
       District of Colorado (Denver)

Judge: Hon. Michael E. Romero

Debtor's Counsel: Mark A. Larson, Esq.
                  1600 Stout Street, Ste. 1100
                  Denver, CO 80202
                  Tel: 303-534-4499
                  Fax: 303-893-8332
                  E-mail: mlarson@allen-vellone.com

                    - and -

                  Jeffrey Weinman, Esq.
                  WEINMAN & ASSOCIATES, P.C.
                  730 17th St., Ste. 240
                  Denver, CO 80202
                  Tel: 303-572-1010
                  E-mail: jweinman@epitrustee.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by James Achterhof, managing trustee and
director.

A copy of the Debtor's list of 10 unsecured creditors is available
for free at http://bankrupt.com/misc/cob17-14499.pdf


ROYAL FLUSH: Guttman Energy Objects to Disclosure Statement
-----------------------------------------------------------
Guttman Energy objects to the approval of the disclosure statement
to accompany the small business plan filed by Royal Flush, Inc.

The Debtor classifies Guttman as a Class 9 Essential Vendor in the
Plan and Disclosure Statement.  The Debtor also classifies Guttman
as a Class 9 Essential Creditor and provides that Guttman will
receive a 100% distribution on its claim as a general unsecured
non-tax claim.

Guttman complains that neither the Plan nor the Disclosure
Statement identify their credit agreement as an executory contract
that the Debtor previously assumed pursuant to the 365 Order.

Guttman objects to the Disclosure Statement and the Plan to the
extent it reclassifies Guttman as a general unsecured essential
creditor instead of a counterparty to an assumed contract by way of
the Debtor's assumption of its Contract through the 365 Order.

Guttman asserts that the Debtor should amend or otherwise modify
the Disclosure Statement and the Plan to clarify that:

   (i) Guttman is a counterparty to the assumed Contract that the
Debtor previously assumed with approval from the Court;

  (ii) the satisfaction of Guttman's claim is to be in accordance
with the 365 Order; and

(iii) to the extent any term of provision of the Plan is
inconsistent with the 365 Order, the 365 Order should be the
controlling document.

Guttman Energy is represented by:

     Daniel R. Schimizzi, Esq.
     Kirk B. Burkley, Esq.
     BERNSTEIN-BURKLEY, P.C.
     707 Grant St., Ste. 2200
     Gulf Tower Pittsburgh, PA 15219
     Tel: (412)456-8121
     Fax: (412)456-8135
     Email: dschimizzi@bernsteinlaw.com
            kburkley@bernsteinlaw.com

                        About Royal Flush

Headquartered in Spring Church, Pennsylvania, Royal Flush, Inc.,
filed for Chapter 11 bankruptcy protection (Bankr. W.D. Pa. Case
No. 16-23458) on Sept. 15, 2016, estimating its assets and
liabilities at between $1 million and $10 million each.
The petition was signed by Carol A. Swank, secretary/treasurer.

Judge Jeffery A. Deller presides over the case.  Donald R.
Calaiaro, Esq., at Calaiaro Valencik serves as the Debtor's
bankruptcy counsel.

Andrew R. Vara, Acting U.S. Trustee for Region 3, on Oct. 20, 2016,
appointed five creditors of Royal Flush, Inc., to serve on the
official committee of unsecured creditors.  The committee is
represented by Leech Tishman Fuscaldo & Lampl, LLC.


RUE21 INC: Moody's Lowers PDR to D-PD on Bankr. Filing
------------------------------------------------------
Moody's Investors Service downgraded rue21, Inc.'s Probability of
Default Rating to D-PD from Ca-PD. The downgrade was prompted by
rue21's May 15, 2017 announcement that it had initiated Chapter 11
bankruptcy proceedings. The ratings outlook is stable. This
concludes the review for downgrade that began on April 12, 2017.

RATINGS RATIONALE

Subsequent to the actions, Moody's will withdraw the ratings due to
rue21's bankruptcy filing.

The following ratings were downgraded and will subsequently be
withdrawn:

Issuer: rue21, inc.

-- Probability of Default Rating, Downgraded to D-PD from Ca-PD

The following ratings were confirmed and will subsequently be
withdrawn:

Issuer: rue21, inc.

-- Corporate Family Rating, Confirmed at Ca

-- Senior Secured Bank Credit Facility, Confirmed at Ca (LGD 4)

The following ratings were affirmed and will subsequently be
withdrawn:

Issuer: rue21, inc.

-- Senior Unsecured Regular Bond/Debenture, Affirmed C (LGD 6)

Outlook Actions:

Issuer: rue21, inc.

-- Outlook, Changed To Stable From Rating Under Review

rue21, inc. ("rue21") is a specialty apparel and accessories
retailer operating 1,179 stores in 48 states, and generating over
$1.1 billion in revenue for the twelve months ended October 29,
2016. The company is wholly owned by Apax Partners L.P. following
the acquisition on October 10, 2013.


RYCKMAN CREEK: Wants Bidding Procedures for Common Stock Sale OK'd
------------------------------------------------------------------
Ryckman Creek Resources, LLC, et al., ask the U.S. Bankruptcy Court
for the District of Delaware to approve their proposed bidding
procedures for the Debtors' assets.
to sell all or substantially all of the new common stock in the
Reorganized Debtors

A copy of the Debtors' request and bidding procedures

          http://bankrupt.com/misc/deb16-10292-1006.pdf

A hearing is scheduled for May 31, 2017, at 1:00 p.m. (Eastern) to
consider the approval of the Debtors' request.  Objections to the
request must be filed by May 24, 2017, at 4:00 p.m. (Eastern).

The Debtors retained Wells Fargo Securities, LLC, as their
investment banker for the purpose of pursuing a potential
transaction involving (i) a merger, acquisition, consolidation, or
other business combination, including a sale or plan of
reorganization pursuant to the Bankruptcy Code, of which all or a
portion of the business, assets, or existing equity or securities
of the Company are, directly or indirectly, sold or transferred to,
or combined with, another company (other than an ordinary course
intra-company transaction) or (ii) the recapitalization of the
Company by a provider of capital, which provider of capital is not
a lender to or equity holder in the Company.

In consultation with Wells Fargo Securities, the Debtors developed
a list of parties whom they believe may be interested in, and whom
the Debtors reasonably believe would have the financial resources
to consummate, a Transaction.  The list of parties includes both
strategic investors and financial investors.  Starting on April 19,
2017, the Debtors and Wells Fargo Securities started to contact the
Contact Parties to explore their interest in pursuing a
Transaction.  Between April 19, 2017, and May 9, 2017, Wells Fargo
Securities contacted approximately 50 Contact Parties.
Approximately 11 of those parties have entered into confidentiality
agreements with the Company to further explore a potential
Transaction, and Wells Fargo Securities' efforts to engage more
Contact Parties in Confidentiality Agreements remain ongoing.
Among other things, Wells Fargo Securities distributed a
Confidential Information Presentation, which describes in detail
the Debtors' business and financial information, to the parties
that executed Confidentiality Agreements.

The deadline for interested parties to submit non-binding
indications of interest is May 24, 2017.

Any party interested in a Transaction will submit an indication of
interest by May 24, 2017, at 5:00 p.m. (prevailing Eastern Time).
The Indication of Interest should (1) identify whether the party i


SABINE PASS: Moody's Ups Rating on Senior Secured Bonds From Ba1
----------------------------------------------------------------
Moody's Investors Service upgraded the ratings for Sabine Pass
Liquefaction, LLC's (SPL) senior secured bonds to Baa3 from Ba1.
The rating outlook is stable.

Upgrades:

Issuer: Sabine Pass Liquefaction, LLC

-- Senior Secured Regular Bond/Debenture, Upgraded to Baa3 from
Ba1

Outlook Actions:

Issuer: Sabine Pass Liquefaction, LLC

-- Outlook, Stable

Rating Rationale

The upgrade to Baa3 from Ba1 reflects increased revenue certainty
in light of continued construction progress as three of SPL's five
trains have achieved completion. The upgrade also considers reduced
construction risk owing to the track record demonstrated by Bechtel
in completing each of the Trains ahead of schedule and comfort with
the amount of liquidity available to SPL to complete the remaining
construction on Trains 4 and 5. Further, the rating action takes
into consideration the project's success in structuring a long
dated debt maturity schedule, including the introduction of an
amortizing structure, and continued sound efforts from an operating
and natural gas procurement standpoint.

SPL's rating is supported by 20-year contractual off-take
agreements with or backed by six financially sound counterparties
for nearly 20 million tonne per annum (mtpa) compared to a
nameplate project capacity of 22.5 mtpa. Payment terms of the
contracts include partially CPI-indexed fixed payments and variable
production based payments. Contracted fixed payments for all five
trains total approximately $2.9 billion per year during steady
state operation, are required regardless of whether the
counterparties take cargoes and compare favorably to anticipated
future annual operating and financing costs providing strong levels
of annual free cash flow.

Counterparties and guarantors include BG Energy Holdings LTD (BG:
not rated), an indirect wholly-owned subsidiary of Royal Dutch
Shell Plc (Aa2, negative), Gas Natural SDG, S.A. (Gas Natural:
Baa2, stable), Korea Gas Corporation (KOGAS: Aa2, stable), GAIL
(India) Ltd (GAIL: Baa3, positive), Centrica Plc (Centrica, Baa1,
stable), and Total S.A. (Total, Aa3, stable) under separate 20-year
off-take contracts.

SPL's Train 1 achieved first contractual commercial delivery in
November 2016, a milestone that began the 20-year term with BG,
producing fixed contracted revenues in excess of $400 million
annually. Trains 2 and 3 achieved commercial operation in September
2016 and March 2017, respectively, and first contractual commercial
deliveries with Gas Natural and KOGAS are scheduled to occur in
August and June 2017, respectively. Collectively, these three
contracts will produce annual fixed contracted revenues of
approximately $1.4 billion and the near-term commencement of the
off-take contracts with Gas Natural for Train 2 (in August 2017)
and with KOGAS for Train 2 (in June 2017) were rating
considerations in action. Train 4, which has begun commissioning,
is expected to achieve commercial operation in the fourth quarter
of 2017 followed by Train 5 in late-2019.

Remaining costs to complete Train 4 and Train 5, the majority of
which is interest during construction, is estimated at
approximately $3.8 billion. This amount will be funded with
available cash, which totaled $1.5 billion at March 31, 2017, and
cash flow generated by trains in operation, estimated at
approximately $3.2 billion during the period 2017-2019. Completion
of Train 3 was a significant milestone as it resulted in commercial
operation of three trains that together are expected to generate
the majority of cash flow needed to fund remaining construction and
financing costs. Incremental sources of liquidity potentially
available to SPL include cash and availability under a revolving
credit facility at its parent Cheniere Energy Partners, LP (CQP:
not rated) and a $200 million borrowing sublimit under SPL's $1.2
billion Working Capital Facility for general corporate purposes.

The rating action acknowledges SPL's efforts in converting
borrowings under short-term bank credit facilities to long-term
debt with bullet maturities spread out over an eight year period
beginning in February 2021, more than one year after the expected
completion date of Train 5. Including an $800 million amortizing
transaction completed earlier this year and scheduled to maturing
in 2037, the remaining portion of SPL total debt maturity profile
of $13.65 billion has manageable levels of bullet maturities each
year beginning in 2021 through 2028, with the largest amount in any
one year at $2 billion. Absent construction of another train,
Moody's think SPL's issued long-term debt has peaked at the current
level, another consideration in rating action. Liquidity for
working capital and a six month debt service reserve is provided
under a $1.2 billion working capital bank facility due December
2020.

SPL has demonstrated sound operating performance as operations have
grown larger and more complex. Moody's anticipates that this trend
to continue. During the first four months of 2017, SPL loaded more
than 50 vessels compared to a similar number in all of 2016 while
procuring and transporting more than 2 Tbtu's of natural gas on
certain days to the site. Daily maximum gas supply volumes per
train is approximately 0.65 Tbtu's and the higher volumes have been
driven by the commercial operation of Train 3 and commissioning
activities at Train 4.

Moody's anticipate SPL will generate annual recurring contracted
capacity revenues and funds from operations (FFO) of approximately
$2.9 billion and $1.1 billion, respectively, by 2020 when SPL is
fully operating. Moody's ratings assumes SPL will begin to reduce
its debt load upon achieving full operation. Debt reduction will
likely be achieved through a combination of refinancing a portion
of SPL's maturing debt obligations at its parent CQP with the
remainder being refinanced at SPL with amortizing debt. As
mentioned, earlier this year SPL completed an $800 million debt
financing with amortizing debt due 2037.

Rating Outlook

The stable outlook is supported by an assumption that Train 4 will
achieve commercial operation in late 2017 and begin to generate
contractual revenue in early 2018 and that the remaining
construction and financing costs are funded in a timely manner from
SPL's internal sources. The stable outlook also considers an
expectation that plant operations and natural gas procurement
activity remain strong particularly with the commencement of the
Train 2 and Train 3 off-take arrangements in August 2017 and June
2017.

Factors that Could Lead to a Upgrade

An upgrade is unlikely over the near-term absent a significant
reduction in the project's outstanding debt levels.

Factors that Could Lead to a Downgrade

SPL's rating could be downgraded or the outlook revised to negative
if the project incurs significant construction cost overruns or
construction delays, major operating problems or does not generate
the expected level of cash flow to fund remaining construction
costs.

The principal methodology used in these ratings was Generic Project
Finance Methodology published in December 2010.



SABLE INT'L: Moody's Rates New $1.125BB Secured Term Loan Ba3
-------------------------------------------------------------
Moody's Investors Service has assigned a Ba3 rating to the proposed
USD1.125 billion senior secured term loan of Sable International
Finance Limited (SIFL), which proceeds will be used to repay SIFL's
existing USD1.1 billion term loan B and related transaction fees,
as well as to SIFL's USD625 million revolving credit facility. The
Ba3 corporate family rating (CFR) of Cable & Wireless
Communications Limited (CWC), the Ba3 rating of the senior
unsecured notes issued by Columbus International Inc. (Columbus),
the Ba3 rating of SIFL's senior unsecured notes, and the B2 rating
of the senior unsecured notes issued by Cable & Wireless
International Finance B.V. (CWIF) remain unchanged. The outlook on
the ratings is stable.

RATINGS RATIONALE

The transaction consists of a new 7.5-year USD1.125 billion senior
secured term loan B-3 due January 2025 issued by SIFL, which
proceeds will be used to repay SIFL's existing USD1.1 billion
senior secured term loans B due December 2022 and related
transaction fees. The refinancing does not have any material effect
on CWC's debt and leverage levels, and will extend CWC's debt
maturity profile. The transaction also proposes the maturity
extension of SIFL's USD625 million revolving credit facility.

The alignment of the secured and unsecured ratings of SIFL and
unsecured ratings of Columbus with CWC's Ba3 CFR reflects Moody's
assessments that, with the exception of the unsecured debt at CWIF,
there is no structural subordination or security that merits
differentiation from the CFR. The CWIF bonds are rated B2, two
notches below the CFR, because they benefit only from a
structurally subordinated guarantee and have access to CWC's cash
flows only after SIFL, ranking last in the priority of claims.

CWC's Ba3 CFR is linked to the credit profile and financial
policies of its parent, Liberty Global plc (Ba3, stable), which
acquired the company in May 2016. The rating also reflects CWC's
effective business model, good profitability and leading market
positions throughout the Caribbean and Panama. The CFR further
incorporates operating challenges and exposure to the emerging
economies where the company operates as well as the competitive
nature of the telecom industry, negative free cash flow and higher
leverage as a result of the Liberty Global acquisition. Despite a
higher debt burden, CWC's integration into the Liberty Global group
also brings some benefits as it forms part of a larger, well-funded
group with a successful M&A track record and experience in Latin
America.

The stable outlook reflects expectations for EBITDA margin
(including Moody's adjustments) remaining above 40%, moderate
revenue growth and the maintenance of an adequate liquidity
position. The outlook also incorporates the return to an adjusted
debt/EBITDA ratio under 4.0x and to breakeven free cash flow within
the next 12 to 18 months.

A ratings upgrade is unlikely at this time given CWC's linkage to
Liberty Global's credit profile. However, a ratings upgrade could
be considered if more conservative financial policies lead to
deleveraging to under 2.5x (adjusted debt/EBITDA) while maintaining
stable adjusted EBITDA margins and generating strong positive free
cash flow. If Liberty Global's ratings are upgraded, CWC's ratings
could also be upgraded.

CWC's ratings could be downgraded if adjusted debt/EBITDA increases
to over 4.0x or if adjusted EBITDA margin declines toward 35%, both
on a sustained basis. If the company's market shares decline or its
liquidity position weakens, the ratings would also come under
pressure. CWC's ratings could also be downgraded if Liberty
Global's ratings are downgraded.

A subsidiary of Liberty Global, CWC is an integrated
telecommunications provider offering mobile, broadband, video,
fixed-line, business and IT services in the Bahamas, Panama,
Jamaica, Trinidad & Tobago, and Barbados and other markets,
principally in the Caribbean. For the last 12 months to March 2017,
CWC generated revenues of USD2.3 billion.

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


SCOTT A. BERGER: Hearing on Disclosures Approval Set for June 14
----------------------------------------------------------------
The Hon. Erik P. Kimball of the U.S. Bankruptcy Court for the
Southern District of Florida has scheduled for June 14, 2017, at
2:00 p.m., the hearing to consider the approval of Scott A. Berger,
M.D., P.A.'s disclosure statement, referring to the Debtor's plan
of reorganization.

Objections to the Disclosure Statement must be filed by June 7,
2017.

The Disclosure Statement and Plan were filed on April 30, 2017.

                  About Scott A. Berger, M.D.

Scott A. Berger, M.D., P.A., aka Pain Management Consultants of
South Florida, aka Pain Management Consultants of West Boca, is
based at 9970 Central Park Blvd #401, Boca Raton, Florida.

Scott A. Berger, M.D., P.A., filed for Chapter 11 bankruptcy
protection (Bankr. S.D. Fla. Case No. 16-19155) on June 29, 2016.
Scott A. Berger, MD, director, signed the petition.  The Debtor is
represented by Tarek K. Kiem, Esq., at Rappaport Osborne Rappaport
& Kiem, PL.  The case is assigned to Judge Erik P. Kimball.  The
Debtor estimated assets at $100,000 to $500,000 and debt at $1
million to $10 million at the time of the filing.


SCOTT RESIDENTIAL: U.S. Trustee Unable to Appoint Committee
-----------------------------------------------------------
An official committee of unsecured creditors has not yet been
appointed in the Chapter 11 case of Scott Residential Facilities,
Inc., as of May 16, according to a court docket.

                    About Scott Resiential

Scott Residential Facilities, Inc, based in Mobile, Alabama, filed
a Chapter 11 petition (Bankr. S.D. Ala. Case No. 17-01441) on April
17, 2017.  Robert M. Galloway, Esq., at Galloway, Wettermark,
Everest & Rutens, LLP, serves as bankruptcy counsel.


SEMGROUP LP: High Court Refuses to Review $143M Barclays Case
-------------------------------------------------------------
Cara Salvatore, writing for Bankruptcy Law360, reports that the
U.S. Supreme Court refused to review a Second Circuit decision that
ruled in favor of Barclays PLC versus the liquidation trustee of
Semgroup LP over $143 million the bank received from Semgroup a
week before going into bankruptcy.  The high court gave no hints as
to its reasoning, Law360 cites.

The $143 million is fee the bank received for taking on SemGroup's
commodities positions at the New York Mercantile Exchange a week
before its 2008 bankruptcy filing, Law360 relates.

Trustee Bettina Whyte argued that the Second Circuit wrongly let
bankruptcy law displace state law.

The case is Whyte v. Barclays Bank PLC et al., case number 16-239,
in the Supreme Court of the United States.

                        About SemGroup L.P.

SemGroup, L.P. -- http://www.semgrouplp.com/-- is a midstream   
service company that provides diversified services for end users
and consumers of crude oil, natural gas, natural gas liquids and
refined products.  Services include purchasing, selling,
processing, transporting, terminalling and storing energy.
SemGroup serves customers in the United States, Canada, Mexico and
Wales.

SemGroup L.P. and its debtor-affiliates filed for Chapter 11
protection (Bankr. D. Del. Case No. 08-11525) on July 22, 2008.
John H. Knight, Esq., L. Katherine Good, Esq. and Mark D. Collins,
Esq., at Richards Layton & Finger; Harvey R. Miller, Esq., Michael
P. Kessler, Esq., and Sherri L. Toub, Esq., at Weil, Gotshal &
Manges LLP; and Martin A. Sosland, Esq., and Sylvia A. Mayer, Esq.,
at Weil Gotshal & Manges LLP, represented the Debtors
in their restructuring efforts.  Kurtzman Carson Consultants
L.L.C. served as the Debtors' claims agent.  The Blackstone Group
L.P. and A.P. Services LLC acted as the Debtors' financial
advisors.

Margot B. Schonholtz, Esq., and Scott D. Talmadge, Esq., at Kaye
Scholer LLP; and Laurie Selber Silverstein, Esq., at Potter
Anderson & Corroon LLP, represented the Debtors' prepetition
lenders.

SemGroup L.P.'s affiliates, SemCAMS ULC and SemCanada Crude
Company, sought protection under the Companies' Creditors
Arrangement Act (Canada) on July 22, 2008.  Ernst & Young, Inc.,
is the appointed monitor of SemCanada Crude Company and its
affiliates' reorganization proceedings before the Canadian
Companies' Creditors Arrangement Act.

SemGroup LP won confirmation from the Bankruptcy Court of its
Fourth Amended Plan of Reorganization on Oct. 28, 2008.  The
Plan, which distributed more than $2.5 billion in value to
stakeholders, was declared effective on Nov. 30, 2008.

As part of the Plan, the Reorganized Debtors entered into two new
credit facilities aggregating $625 million in financing; entered
into a $300 million Second Lien Term Facility; created a new
corporate structure, including issuing shares of common stock and
warrants; and distributed approximately $500 million of cash and
approximately $1 billion in value of new common stock and warrants
to thousands of creditors in accordance with the Plan.


SISU TOO: Voluntary Chapter 11 Case Summary
-------------------------------------------
Debtor: SiSu Too, LLC
        Box 2023
        Avon, CO 81620

Case No.: 17-14555

Chapter 11 Petition Date: May 16, 2017

Court: United States Bankruptcy Court
       District of Colorado (Denver)

Judge: Hon. Elizabeth E. Brown

Debtor's Counsel: Jenny M.F. Fujii, Esq.
                  KUTNER BRINEN, P.C.
                  1660 Lincoln St., Ste. 1850
                  Denver, CO 80264
                  Tel: 303-832-2400
                  E-mail: jmf@kutnerlaw.com

Estimated Assets: $500,000 to $1 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Sharon Mou, manager.

The Debtor has no unsecured creditors.

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

           http://bankrupt.com/misc/cob17-14555.pdf

Previous Bankruptcy
Filing by Debtor: The Debtor has filed a bankruptcy petition
                  within the past eight years in the District of
                  Colorado or there is a related case pending in
                  this District under Case No. 17-14551 EEB.
                  Pursuant to L.B.R. 1073-1, this case has been
                  reassigned to the judge that heard or is
                  assigned the previous case.  Judge Elizabeth E.
                  Brown has been added to the case and the
                  involvement of Judge Michael E. Romero was
                  terminated.


SM PROPERTY: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: SM Property Holdings, LLC
        P.O. Box 3149
        Vail, CO 81658

Case No.: 17-14554

About the Debtor: The Debtor's business address is at 100 West
                  Beaver Creek Blvd., Unit 125, Avon, CO 81620.

Chapter 11 Petition Date: May 16, 2017

Court: United States Bankruptcy Court
       District of Colorado (Denver)

Judge: Hon. Joseph G. Rosania Jr.

Debtor's Counsel: Jenny M.F. Fujii, Esq.
                  KUTNER BRINEN, P.C.
                  1660 Lincoln St., Ste. 1850
                  Denver, CO 80264
                  Tel: 303-832-2400
                  E-mail: jmf@kutnerlaw.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Shaon Mou, manager.

The Debtor has no unsecured creditors.

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

          http://bankrupt.com/misc/cob17-14554.pdf


SOUTHSIDE CHURCH: U.S. Trustee Unable to Appoint Committee
----------------------------------------------------------
An official committee of unsecured creditors has not yet been
appointed in the Chapter 11 case of Southside Church of
Jacksonville, Inc., as of May 16, according to a court docket.

Headquartered in Jacksonville, Florida, Southside Church of
Jacksonville, Inc., filed for Chapter 11 bankruptcy protection
(Bankr. M.D. Fla. Case No. 17-00256) on Jan. 25, 2017, estimating
its assets at between $1 million and $10 million and liabilities at
between $500,000 and $1 million.  The petition was signed by Harold
A Rollinson, president.

Judge Jerry A. Funk presides over the case.

Gerald B Stewart, Esq., at the Law Office of Gerald B. Stewart
serves as the Debtor's bankruptcy counsel.


SPANISH BROADCASTING: Delays Form 10-Q for Analysis
---------------------------------------------------
Spanish Broadcasting System, Inc., filed a Form 12b-25 with the
Securities and Exchange Commission stating that additional time is
needed for the Company to complete its quarterly report on Form
10-Q for the quarterly period ended March 31, 2017, which was due
on May 15, 2017.

The Company was unable to file its Form 10-Q prior to the filing
deadline without unreasonable effort or expense due to its needing
more time to analyze and complete the disclosures relating to the
consequences of its failure to repay its Senior Secured Notes
facility, which matured on April 15, 2017, and other related
matters.  The Company expects to file the Form 10-Q no later than
the fifth calendar day (or since the fifth calendar day falls on a
Saturday, the next business day after the fifth calendar day)
following the required filing date, as permitted by Rule 12b-25.

                    About Spanish Broadcasting

Spanish Broadcasting System, Inc. (OTCMKTS:SBSAA) --
http://www.spanishbroadcasting.com/-- is one of the largest owners
and operators of radio stations in the United States.  SBS owns and
operates 17 radio stations located in the top U.S. Hispanic markets
of New York, Los Angeles, Miami, Chicago, San Francisco and Puerto
Rico, airing the Spanish Tropical, Regional Mexican, Spanish Adult
Contemporary, Top 40 and Latin Rhythmic format genres.  SBS also
operates AIRE Radio Networks, a national radio platform which
creates, distributes and markets leading Spanish-language radio
programming to over 250 affiliated stations reaching 93% of the
U.S. Hispanic audience.  SBS also owns MegaTV, a television
operation with over-the-air, cable and satellite distribution and
affiliates throughout the U.S. and Puerto Rico.  SBS also produces
live concerts and events and owns multiple bilingual websites,
including http://www.LaMusica.com/, an online destination and
mobile app providing content related to Latin music, entertainment,
news and culture.

Spanish Broadcasting reported a net loss of $16.34 million for the
year ended Dec. 31, 2016, compared with a net loss of $26.95
million for the year ended Dec. 31, 2015.  

As of Dec. 31, 2016, Spanish Broadcasting had $450.9 million in
total assets, $565 million in total liabilities, and a total
stockholders' deficit of $114.11 million.

Crowe Horwath LLP, in Fort Lauderdale, Florida, issued a "going
concern" qualification on the consolidated financial statements for
the year ended Dec. 31, 2016, citing that the 12.5% Senior Secured
Notes had a maturity date of April 15, 2017.  Cash from operations
or the sale of assets was not sufficient to repay the notes and
other short term obligations when they became due, which resulted
in significant liquidity requirements on the Company that raise
substantial doubt about its ability to continue as a going
concern.

                       *     *     *

In April 2017, S&P Global Ratings said that it lowered its
corporate credit rating on Spanish Broadcasting to 'D' (default)
from 'CCC-' and Moody's Investors Service downgraded the Company's
Corporate Family Rating to 'Ca' from 'Caa2'.

"The rating actions follow SBS' announcement that it did not repay
its $275 million 12.5% senior secured notes that were due April 15,
2017," said S&P Global Ratings' credit analyst Scott Zari.

Moody's said SBS's 'Ca' corporate family rating reflects an
elevated expected loss rate following the recently announced
default under the 12.5% notes.


STANDFAST USA: To Pay Non-Insider Unsecs. with Liquidation Proceeds
-------------------------------------------------------------------
Standfast USA, LLC, filed with the U.S. Bankruptcy Court for the
Eastern District of Missouri a first amended disclosure statment
for the Debtor's first amended plan of liquidation dated May 3,
2017.

Class 3 will consist of all allowed unsecured claims held by any
unsecured creditors against the Estate.  The non-insider Class 3
Claimants will receive payment from the liquidation proceeds of any
assets of the Debtor.  If there are insufficient funds to pay the
insider Class 3 Claimants in full, the insider Class Claimants will
receive pro rata distributions after payment in full of the
Priority Tax Claims, Administrative Claims, Class 1, Class 2 and
non-insider Allowed Class 3 claims, and following resolution of all
claim objections; provided, however, that no holder of an
Allowed General Unsecured Claim will receive distributions that
aggregate to more than the amount of the holder's Allowed General
Unsecured Claim.  Class 3 is impaired under the Plan.

The Debtor has filed a motion to sell substantially all of its
assets.  As of the Petition Date, the Debtor was indebted to
O'Brien Capital pursuant to the terms of a Consolidated Promissory
Note in the amount of $2,141,391.39.  O'Brien also is the holder of
the current Debtor-in-Possession secured lien in the Debtor's
assets.  The outstanding amount of the DIP loan as of Jan. 31,
2017, was approximately $188,000.  Pursuant to the terms of the
sale motion, O'Brien Capital will credit bid $600,000 of the
outstanding DIP loan and it's unsecured claim for the assets of the
Debtor including the Debtor's inventory, furniture, fixtures,
equipment, accounts receivable and intangibles (domain name,
telephone number, Standfast USA name).  The purchaser is satisfying
its purchase price by waiver of its unsecured claim against the
Debtor.  The purchaser will contribute sufficient cash to satisfy
all allowed non-insider unsecured claims.  The proposed sale to the
Purchaser under the APA is a sale to an insider and cannot, on its
face, be deemed to have been negotiated at arm's length.

The First Amended Disclosure Statement is available at:

           http://bankrupt.com/misc/moeb16-46691-52.pdf

As reported by the Troubled Company Reporter on March 6, 2017, the
Debtor filed with the Court a disclosure statement for the Debtor's
plan of liquidation dated Feb. 27, 2017.  Class 3 Allowed Unsecured
Claimants will receive payment from the liquidation proceeds of any
assets of the Debtor including Chapter 5 Actions of the Debtor.  If
there are insufficient funds to pay the Class 3 Claimants in full,
the claimants will receive pro rata distributions after payment in
full of the Priority Tax Claims, Administrative Claims and Class 1
and Class 2 claims, and following resolution of all claim
objections; provided, however, that no holder of an Allowed General
Unsecured Claim will receive distributions that aggregate to more
than the amount of the holder's Allowed General Unsecured Claim.

                    About Standfast USA LLC

Standfast USA, LLC, based in Saint Louis, Missouri, filed a Chapter
11 petition (Bankr. E.D. Mo. Case No. 16-46691) on Sept. 16, 2016.

The Hon. Kathy A. Surratt-States presides over the case.  Spencer
P. Desai, Esq., and Danielle A. Suberi, Esq., at Desai Eggmann
Mason LLC, serve as bankruptcy counsels.

In its petition, the Debtor's declared $580,903 in total assets and
$2.61 million in total liabilities.  The petition was signed by
Ronald Starczewski, restructuring officer.


SUBLINK SOLUTIONS: Hires Marengo-Rullan CPA as Accountant
---------------------------------------------------------
Sublink Solutions, Inc. seeks authority from the US Bankruptcy
Court for the District of Puerto Rico to employ CPA Jose E.
Marengo-Rullan as accountant.

Duties and responsibilities of the Accountant are:

     (i) audit the Balance Sheet as of December 31, 2016, and the
related Statements of Earnings, Retained Earnings and Cash Flows
for the year then ended;

     (ii) prepare the Debtor's income tax return for the year ended
on December 31, 2016 to be filed with the Treasury Department;

     (iii) prepare the Debtor's personal property tax return for
the year ended on December 31, 2016, to be filed with CRIM; and

     (iv) perform any and all other auditing and/or accounting
services that may be required and/or that are incidental to the
firm's services.

The Debtor and the Accountant have agreed that the compensation for
professional services to be rendered are:

     (a) $4,500.00 plus 4% sales tax for the audit with
supplementary information;

     (b) $1,500.00 plus 4% sales tax for the income tax return and
property tax return (CRIM);

     (c) $75.00 plus 4% sales tax for each additional Municipality
on Volume of Business Declaration return;

     (d) expenses, as allowed under Rule 2016 of the Federal Rules
of Bankruptcy Procedure and LBR 2016-1.

CPA Jose E. Marengo-Rullan attests that he is a disinterested
person within the meaning of 11 U.S.C. Sec. 101 (14).

The Accountant can be reached through:

     Jose E. Marengo-Rullan, CPA
     A-5 B St. Ext. La Alameda
     San Juan PR 00926
     Tel. (787) 466-9606
     Email: jose@marengocpa.com

                     About Sublink Solutions

Sublink Solutions, Inc., based in Las Piedras, Puerto Rico, filed a
Chapter 11 petition (Bankr. D.P.R. Case No. 17-00043) on January 5,
2017.  Lucas A. Cordova Ayuso, Esq. at Cordova Ayuso Law Office
LLC, serves as bankruptcy counsel.


SUNCOKE ENERGY: Moody's Raises CFR to B1; Outlook Stable
--------------------------------------------------------
Moody's Investors Service upgraded the ratings of SunCoke Energy
Inc. (SXC), including corporate family rating (CFR) to B1 from B2,
the probability of default rating (PDR) to B1-PD from B2-PD, the
ratings on SXC senior unsecured notes due 2019 to B3 from Caa1, and
the ratings on senior unsecured notes of SunCoke Energy Partners,
L.P. (SXCP) to B2 from B3. Moody's also upgraded the Speculative
Grade Liquidity rating to SGL-2 from SGL-3. The outlook is stable.

Upgrades:

Issuer: SunCoke Energy, Inc.

-- Corporate Family Rating, Upgraded to B1 from B2

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

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

-- Senior Unsecured Regular Bond/Debenture due 2019, Upgraded to
    B3 (LGD6) from Caa1 (LGD6)

Assignments:

Issuer: SunCoke Energy Partners, L.P.

-- Senior Unsecured Regular Bond/Debenture, Assigned B2 (LGD4)

Outlook Actions:

Issuer: SunCoke Energy Partners, L.P.

-- Outlook, Changed To Stable From Positive

Issuer: SunCoke Energy, Inc.

-- Outlook, Changed To Stable From Positive

The action follows the company's announcement that it intends to
refinance its existing capital structure by:

-- replacing SXC's existing $125 million revolver due 2019 with a
new 5-year $100 million revolver

-- replacing SXCP's existing $250 million revolver due 2019 with a
new 5-year $275 million revolver, which will be drawn $150 million
after closing

-- Issuing new SXCP $675 million senior notes due 2025, the
proceeds of which, in combination with new revolver draw, will be
used to repay the existing term loans, revolver borrowings and SXCP
senior notes due 2020.

The transaction, while leverage-neutral, extends the maturity
profile of the company's debt, thereby improving liquidity. The
upgrade also reflects the improved industry outlook and
deleveraging undertaken by the company in the past 18 months.

RATINGS RATIONALE

SunCoke's B1 corporate family rating continues to reflect its
moderate leverage and earnings stability offered by its long-term
take-or-pay contracts with pass-through provisions, offset by
potential event risk related to high customer concentration. The
ratings acknowledge that despite the headwinds faced by the steel
industry in the past few years, the company's customers continued
to take contracted deliveries. The ratings reflect the improved
steel market fundamentals and the strengthened financial position
of the company's customers, which reduces the counter-party risk.

The ratings acknowledge the company's portfolio of some of the most
efficient and technologically advanced coke batteries in North
America. The company will have a significant competitive advantage
as the aging cokemaking facilities across the US and Canada will
continue to close due to environmental challenges and increasing
costs.

Moody's expects the company's cokemaking operations to show steady
earnings generation in 2017, as the company's customers continue to
honor their take-or-pay obligations under contracts which run to
2020 and beyond. The company contracts allow for pass-through, with
some variation in contract structure, of most costs, including
metallurgical coal, the principal raw material input and largest
cost component in the coke-making process.

Following the repayment of roughly $130 million of debt in the past
eighteen months, Debt/ EBITDA, as adjusted, stood at 3.8x at
December 31, 2016. Moody's expects SXC's Debt/ EBITDA, as adjusted,
to track below 4.0x over the ratings horizon. Moody's further
expects earnings improvement beyond 2017, as the company executes
on its oven rebuild project at Indiana Harbor and the improved coal
industry fundamentals benefit the Convent Marine Terminal, a
dry-bulk, rail-serviced terminal on lower Mississippi which derives
most revenues from Illinois Basin coal exports.

SunCoke's SGL-2 speculative grade liquidity rating reflects good
liquidity, supported by $57 million in cash as of March 31, 2017,
expected $70 million availability under the new SXC $100 million
revolver, and expected $125 million available under the new SXCP
revolver. Moody's expects the companies to be in compliance with
the restrictive financial covenants under their credit agreements.
Substantially all assets that could be pledged are encumbered under
the terms of the credit agreement and Moody's does not views asset
sales as representing an additional source of liquidity.

The B2 rating on SXCP's senior unsecured notes, reflect their
relative position in the capital structure with respect to claim on
collateral behind SXCP's secured revolver. The B3 rating on SXC's
unsecured notes reflects their effective subordination to SXCP's
debt with respect to claim on SXCP's assets, and Moody's
expectations that almost all of consolidated EBITDA is now being
generated at SXCP.

An upgrade would be considered should the company's end markets
continue to show stabilization and Debt/ EBITDA, as adjusted, were
expected to be maintained below 2.5x.

The ratings could be downgraded if liquidity were to deteriorate or
if Debt/ EBITDA, as adjusted, were expected to exceed 4.0x.

The principal methodology used in these ratings was Global Steel
Industry published in October 2012.

SunCoke Energy Inc. (SXC) is an independent US based producer of
coke, a necessary ingredient in the production of steel in blast
furnace steel operations. Inclusive of its majority limited partner
interest in SunCoke Energy Partners, L.P. (SXCP), the company owns
and operates five metallurgical coke making facilities in the US,
and also operates a coke making facility in Brazil on behalf of
ArcelorMittal. Through its 49% interest in its VISA SunCoke JV with
VISA Steel the company also owns a coke-making facility and steam
generation units in India. The company generated $1.2 billion in
revenues in 2016.

SXCP, a Master Limited Partnership (MLP) formed in early 2013 holds
an interest in certain of SunCoke's coke making facilities and
related assets. The specific assets acquired by SXCP includes a 98%
interest in Haverhill 1, which provides coke to subsidiaries of
ArcelorMittal, which agreement is guaranteed by ArcelorMittal USA,
a 98% interest in Haverhill 2 and Middletown, each of which have
offtake agreements with AK Steel and a 98% interest in the Granite
City operations, which provides coke to US Steel. Under SXCP,
SunCoke also owns and operates four coal logistics facilities which
provide coal handling and blending services to coal producers,
steelmakers and electric utilities. SunCoke holds a 2% general
partner interest, 100% of incentive distribution rights and 54%
limited partnership interest in SXCP.


T & S FARMS: Needs Financing, Use Cash for 2017 Farming Season
--------------------------------------------------------------
T&S Farms filed with the U.S. Bankruptcy Court for the District of
Idaho an amended motion seeking for authorization to use cash
collateral on a continuing basis, namely, proceeds from the sale of
crops, livestock, and livestock products, to pay the ongoing
expenses.

The Debtor has also submitted a proposed amended budget, in which
the Debtor estimates in good faith that its gross income will total
approximately $5,115,720, some income which is generated from 2016
crop production and in 2018 income from 2017 crop production. The
Debtor proposes to sequester all income generated from the
operation of its business and use of the collateral in a segregated
bank account.

The Debtor claims that it does not have sufficient income to
continue its operation without the use of cash collateral on a
continuing basis to pay the operating expenses set forth in the
cash flow budget from May 2017 through April 30, 2018, which
provides a total operating expenses of approximately $1,839,187.

The Debtor believes that only two secured creditors are claiming a
lien on its cash collateral: Bank of Commerce and J.R. Simplot
Company dba Simplot Growers Solutions.

The Debtor believes it owes Bank of Commerce the approximate sum of
$3,800,000, but Bank of Commerce claims that the Debtor owes the
approximate sum $4,300,000. The Debtor believes that the
discrepancy is due to Bank of Commerce claiming an additional debt
that is secured by personal real property of one of the Debtor's
partners, namely Glenna Gould.

The Debtor acknowledges that J.R. Simplot Company dba Simplot
Growers Solutions has provided the Debtor certain fertilizers,
chemicals, and other crop production goods and services to
facilitate the Debtor growing certain crops, and for those goods
and services advanced on credit, there is approximately $757,941
that remains due and owing on the Simplot Obligation.

The Debtor further acknowledges that the Simplot Obligation is
fully secured by Simplot's perfected secured interest in all Barley
and Potato crops, and there are no setoffs, claims or defenses to
the Simplot Obligation.

Accordingly, the Debtor proposes to grant Bank of Commerce and
Simplot Growers continuing lien in and to the crops and all
proceeds of those crops as well as a lien in any and all crops
generated and grown during the 2017 crop season, and all proceeds
thereof received before, on or after the date of the commencement
of the Debtor's Chapter 11 Case, to secure any and all obligations
owed by the Debtor to Bank of Commerce and Simplot Growers in the
same priority and to the extent it existed pre-petition.

The Debtor tells the Court that it is unable to obtain credit to
finance its operating costs for fertilizer and chemical for the
2017 farming season. As such, the Debtor also seeks the Court's
permission to obtain post-petition financing from Simplot Growers
in the amount not to exceed $700,000.

The Debtor proposes to enter into a secured loan as follows:

     (a) Simplot Growers will provide credit advances for the
fertilizers and chemical products purchased from Simplot Growers
for the growing of the 2017 crops, provided that there are no
defaults under the credit documents, as modified by the terms of
the Motion;

     (b) The outstanding principal obligation of the Post-Petition
Financing will accrue interest at Prime plus 3%, based upon the
Wall Street Journal Rate, and will be paid the earlier of when and
as the 2017 Crops are sold or July 31, 2018.

     (c) The Debtor intends and does agree to seek confirmation of
the following plan terms for the secured pre-petition obligation
owed to Simplot Growers: The Debtor will pay the Simplot Obligation
in no less than five equal annual payments to commence in 2017 and
paid on the following subsequent twelfth month thereafter, to
accrue interest at Prime plus 2.7%, based upon the Wall Street
Journal Rate;

     (d) The Simplot Obligation will continue to be secured by the
Collateral;

     (e) The Post-Petition Financing will be secured in a first
position priority lien at all times in all 2017 Crops that are
generated or grown by the Debtor, or in which the Debtor holds any
interest;

     (f) The purpose of the loan is to obtain fertilizer and
chemical for Debtor's 2017 crop.

In addition, the Debtor also proposes, among other things, to:

     (a) maintain, keep, and preserve the collateral and all of the
terms of the Security Agreements and other credit documents and
agrees further to use its best effort in collecting all income
generated by operation of the Debtor's business and by use of the
collateral and in maximizing the Debtor's profitability;

     (b) grant Bank of Commerce and Simplot Growers to have access
to the Debtor's business premises to review and evaluate the
physical condition of the collateral and inspect the financial
records and all other records of the Debtor concerning its
operations, and for review of the Debtor's overall financial
condition, the expenditure of funds generated from the Debtor's
operations, the accrual of expenses relating thereto and any and
all other records reasonably relating to the operations of the
Debtor; and

     (c) provide Bank of Commerce and Simplot Growers with proof of
adequate insurance coverage for its collateral and the Debtor's
operations.

A full-text copy of the Debtor's Motion, dated May 11, 2017, is
available at https://is.gd/NdHtUS

A copy of the Debtor's Budget is available at https://is.gd/raDT9g


                     About T & S Farms

Founded in 2002, T & S Farms, an Idaho Partnership, is a small
organization in the crop harvesting companies industry located in
Saint Anthony, ID.

T & S Farms, a Partnership, filed a Chapter 11 petition (Bankr. D.
Idaho Case No. 17-40375) on May 2, 2017.  The petition was signed
by Dell W. (Smokey) Gould, general partner.  At the time of filing,
the Debtor estimated assets and liabilities between $1 million and
$10 million.

The case is assigned to Judge Jim D Pappas.

Brent T Robinson, Esq. at Robinson & Tribe, is serving as counsel
to the Debtor. Steven J. Hart and Searle Hart & Associates, PLLC,
is the Debtor's accountant.


TENNECO AUTOMOTIVE: Fitch Assigns BB+ LT Issuer Default Rating
--------------------------------------------------------------
Fitch Ratings has assigned a Long-Term Issuer Default Rating (IDR)
of 'BB+' to Tenneco Automotive Operating Company (TAOC), the
principal operating subsidiary of Tenneco Inc. (TEN). In addition,
Fitch has affirmed the company's $400 million term loan A rating at
'BBB-/RR1'. The primary borrower on the term loan A has migrated to
TAOC from TEN.

TEN has amended and extended its secured credit facility, which
consists of a revolver and a term loan A. As part of the amendment,
the company has changed the designated borrower for the term loan A
to TAOC from TEN. However, TEN remains the primary borrower for the
revolver, although TAOC and several other subsidiaries are
co-borrowers on the revolver. Upstream and downstream guarantees
between TEN and TAOC remove any structural subordination concerns.

In addition to changing the designated borrower on the term loan A
to TAOC from TEN, the amendment includes several other notable
changes. The limit on the revolver has been raised to $1.6 billion
from $1.4 billion and the term loan A has been increased to $400
million, up from $264 million outstanding at March 31, 2017.
Maturity dates for both the revolver and the term loan A have been
shifted to 2022 from 2019. In addition, the amendment includes
adjustments to the pricing grid that could accelerate future price
reductions. It also increases flexibility with respect to
restricted payments, mandatory prepayments and other baskets.
Covenant levels are unchanged, but the level of cash that can be
included in the net leverage calculation has been increased.

Although the upsized term loan A results in a relatively small
increase in long-term gross leverage, the increase in the revolver
provides the company with incremental liquidity. The increased
potential for future lower pricing and various other modifications
will help to increase the company's financial flexibility over the
intermediate term.

The Recovery Ratings of 'RR1' on the secured revolver and term loan
A reflect their substantial collateral coverage and outstanding
recovery prospects in the 90%-100% range in a distressed scenario.
The one-notch uplift from the IDRs of TEN and TAOC reflects Fitch's
criteria for notching when an issuer has an IDR in the 'BB' range.

KEY RATING DRIVERS

The ratings of TEN and TAOC are supported by the company's market
position as a top global supplier of emission control and vehicle
suspension components, with a strong presence in both the original
equipment and aftermarket segments. Fitch expects demand for TEN's
Clean Air products to remain strong over the intermediate term as
global emissions requirements for light vehicles continue to
tighten. In addition, more restrictive global regulations governing
commercial truck and off-highway vehicle emissions are leading to
enhanced growth opportunities and higher profitability, as the
larger engines in these vehicles require more emissions-related
content. New technologies in the company's Ride Performance
division, including increased production of electronic suspension
systems, will also contribute to revenue and profitability growth,
although Fitch expects emissions control products will be a larger
contributor to TEN's sales growth over the intermediate term. Fitch
expects intermediate-term growth in profitability and FCF will
provide the company with solid financial flexibility.

Rating concerns include industry cyclicality, volatile raw material
costs, and variability in fuel prices. Cyclical risk is mitigated
somewhat by the increasing diversification of the company's book of
business and its improving cost structure, as well as
ever-tightening global emissions regulations, which will drive
growth in the market for emission control products independent of
global economic conditions. Also mitigating risk and supporting
near-term liquidity is a lack of material debt maturities until
2022, following the amendment of the credit facility. Volatile fuel
prices present a risk because the company's content on smaller and
more fuel efficient vehicles tends to be less profitable. As with
other auto suppliers, TEN seeks to minimize the effect of
volatility in raw material prices by passing along a substantial
portion of the change in its material costs to its original
equipment customers. In addition, reflecting the strengthening of
its balance sheet in recent years, the company has indicated the
potential for opportunities that would enhance its business through
acquisitions, which could run the risk of at least a temporary
increase in leverage.

Another concern is the potential for an adverse outcome in the
ongoing antitrust investigation of TEN, primarily being conducted
in Europe and the U.S. However, the European Commission's (EC)
recent closing of the case without penalty and the U.S. Department
of Justice's (DOJ) previous grant of conditional leniency through
the Antitrust Division's Corporate Leniency Policy are both
encouraging. The Leniency Policy limits TEN's exposure as long as
the company self-reports matters to the DOJ and continues to
cooperate with the DOJ's investigation. Despite these positive
developments, a number of other parties continue their
investigations, with the continued potential for an adverse
outcome.

As of Dec. 31, 2016, the principal of TEN's debt totaled $1.6
billion, including off-balance-sheet securitizations. Last
12-months (LTM) Fitch-calculated EBITDA was $704 million after
payment of minority dividends, leading to Fitch-calculated gross
EBITDA leverage of 2.2x. FFO adjusted leverage was 2.9x, and FFO
fixed charge coverage was 5.1x.

TEN's EBITDA margin, calculated before payment of minority
dividends, was 8.8%, or 11.6% on a value-added basis that excludes
the effect of pass-through substrate sales. Fitch-calculated free
cash flow (FCF) in the year ended Dec. 31, 2016 was $135 million,
leading to a FCF margin of 1.6% or 2.1% on a value-added basis.
Liquidity totaled $1.1 billion, including $347 million in cash and
cash equivalents and $740 million in availability on the company's
secured revolver.

KEY ASSUMPTIONS

-- In 2017 and beyond, U.S. industry sales remain at around
    17 million units, while global sales continue to rise modestly

    in the low-single-digit range;

-- Debt, including off-balance-sheet securitizations, remains
    steady around $1.5 billion over the next several years;

-- Capital spending runs at about 3.5% of revenue;

-- The company keeps between $250 million and $300 million
    in consolidated cash on hand, with any excess cash used for
    acquisitions or share repurchases;

-- The company completes its $400 million share repurchase program

    over the next three years.

RATING SENSITIVITIES

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

-- An increase in TEN's value-added free cash flow margin to
    about 3% on a consistent basis;

-- A decline in FFO adjusted leverage to 2.5x or lower;

-- An increase in FFO fixed charge coverage to 5x or higher.

Negative: Further developments that may, individually or
collectively, lead to a negative rating action include:

-- A severe decline in global vehicle production that leads to
    reduced demand for TEN's products;

-- A decline in TEN's value-added free cash flow margin to below
    1% for an extended period;

-- An increase in FFO adjusted leverage to 4x or higher;

-- A decline in FFO fixed charge coverage to 3x or lower;

-- An adverse outcome from the antitrust investigation that leads
    to a significant decline in liquidity or an increase in
    leverage.

Fitch has taken the following rating actions:

TAOC
-- Long-Term IDR assigned at 'BB+'; Outlook Stable
-- Secured Term Loan A rating affirmed at 'BBB-/RR1'.

In addition, Fitch also has the following existing ratings on TEN:

TEN
-- Long-Term IDR 'BB+';
-- Secured revolving credit facility rating 'BBB-/RR1';
-- Senior unsecured notes rating 'BB+/RR4'.

The Rating Outlook is Stable.


TENNECO INC: S&P Affirms 'BB+' CCR; Outlook Stable
--------------------------------------------------
S&P Global Ratings assigned its 'BBB-' issue-level rating and '2'
recovery rating to Lake Forest, Ill.-based Tenneco Inc.'s new $400
million term loan A and $1.6 billion revolving credit facility,
both of which mature in 2022.  The '2' recovery rating indicates
S&P's expectation that lenders will receive substantial recovery
(70%-90%; rounded estimate: 75%) in the event of a default.
Tenneco Automotive Operating Co. will be the borrower of the term
loan A and, along with Tenneco Inc., has been added as a borrower
under the revolving credit facility.

The company will use the proceeds from the term loan and revolving
credit facility to refinance its existing loans, pay fees and
expenses related to the transaction, and for general corporate
purposes.

The guarantors will include each of Tenneco's direct and indirect
material domestic subsidiaries.  The obligations of the loan
parties shall be secured by a perfected first priority security
interest on substantially all of the assets of the domestic
guarantors and borrowers.

At the same time, S&P revised its recovery rating on Tenneco's
existing senior secured debt to '2' from '1'.  The '2' recovery
rating indicates S&P's expectation for substantial (70%-90%;
rounded estimate: 75%) recovery in the event of a default.

The 'BB+' corporate credit rating and stable outlook on Tenneco
reflect S&P's intermediate assessment of the company's financial
risk profile and S&P's fair assessment of its business risk
profile.  S&P's assessments incorporate the company's exposure to
the highly cyclical light- and commercial-vehicle markets in which
it competes.

RATINGS LIST

Tenneco Inc.
Corporate Credit Rating           BB+/Stable/--

New Ratings

Tenneco Inc.
Tenneco Automotive Operating Co.
$1.6B Revolver Due 2022           BBB-
  Recovery Rating                  2(75%)

Tenneco Automotive Operating Co.
$400M Term Loan A Due 2022        BBB-
  Recovery Rating                  2(75%)

Issue Rating Unchanged; Recovery Rating Revised
                                   To                 From
Tenneco Inc.
Senior Secured Debt               BBB-               BBB-
  Recovery Rating                  2(75%)             1(95%)


TIBCO SOFTWARE: Moody's Affirms B3 CFR; Outlook Stable
------------------------------------------------------
Moody's Investors Service affirmed TIBCO Software Inc.'s B3
Corporate Family Rating (CFR), B3-PD probability of default rating,
and the B1 rating for the company's upsized senior secured credit
facilities and the Caa2 ratings for its senior notes. The ratings
outlook is stable. TIBCO plans to raise $150 million of incremental
first lien term loans. Moody's expects the company to use the
proceeds from the incremental term loans for "bolt-on"
acquisitions.

RATINGS RATIONALE

The affirmation of the ratings reflects TIBCO's improving cash
generation driven by the rebound in the software revenues since the
second half of fiscal 2016 and meaningful cost reductions since the
LBO. Moody's expects revenue growth of about 3% and free cash flow
to increase to the mid-single digit percentages of total debt over
the next 12 to 18 months. However, leverage will remain elevated
over this period and if software sales mix accelerates toward
subscription based sales it will dampen revenue, EBITDA and cash
flow growth over the next 12 to 18 months. Moody's expects total
debt to EBITDA (Moody's adjusted) to decline from the mid 8x, pro
forma for the incremental term loans, to the mid 7x by fiscal
year-end 2018.

The B3 CFR reflects TIBCO's elevated leverage, highly competitive
infrastructure and analytics software markets, and execution
challenges in pivoting the business from the mature, legacy on
premise infrastructure software, toward integrated platform
solutions for the hybrid and cloud environments. TIBCO's credit
profile is supported by its well-regarded products in multiple
segments of the enterprise software markets, a large installed base
of customers and growing recurring revenues comprising revenues
under subscription and software maintenance agreements. Moody's
expects TIBCO to maintain good liquidity.

The stable ratings outlook reflects Moody's expectations for
growing revenues and free cash flow and total debt to EBITDA
declining to the mid 7x by the end of FY 2018.

Moody's could upgrade TIBCO's ratings if it generates sustained
revenue growth of about 4%, free cash flow exceeds 5% of adjusted
debt and Moody's expects total debt to EBIDA (Moody's adjusted) to
remain below the mid 7x. Moody's could downgrade TIBCO's ratings if
revenues decline, total debt to EBITDA is expected to remain above
the mid 8x (Moody's adjusted) and free cash flow remains negative
for an extended period of time.

Following ratings were affirmed:

Issuer -- TIBCO Software Inc.

-- Corporate Family Rating -- B3

-- Probability of Default Rating -- B3-PD

-- $125 million Senior Secured 1st lien Revolving Credit
    Facility, due 2019 -- B1 (LGD3)

-- Approximately $1.75 billion of Senior Secured 1st Lien Term
    Loan, due 2020 -- B1 (LGD3)

-- $950 million Senior Unsecured Notes, due 2021 -- Caa2 (LGD5)

-- Outlook -- Stable

TIBCO Software Inc. is a leading independent provider of
infrastructure and business intelligence software. TIBCO reported
$973 million in revenues for the twelve months ended February 28,
2017.

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


TIMELESS FITNESS: Hearing on DIP Financing Set for June 6
---------------------------------------------------------
The Hon. Jerrold N. Poslusny, Jr., of the U.S. Bankruptcy Court for
the District of New Jersey has scheduled for June 6, 2017, at 10:00
a.m. a hearing to consider the approval of Timeless Fitness
Gloucester, LLC's request to obtain unsecured credit from its
principals, nunc pro tunc to Oct. 13, 2016.

Rockaway, New Jersey-based Timeless Fitness Gloucester, LLC, filed
for Chapter 11 bankruptcy protection (Bankr. D.N.J. Case No.
16-29524) on Oct. 13, 2016, estimating assets between $1 million
and $10 million and its liabilities between $500,000 and $1
million.  Bruce J. Wishnia, managing member, signed the petition.

Judge John K. Sherwood presides over the case.

Barry Scott Miller, Esq., at Barry S. Miller, Esq., serves as the
Debtor's bankruptcy counsel.


TOSHIBA CORP: Western Digital Seeks Arbitration for JV Sale
-----------------------------------------------------------
Western Digital Corp. issued a statement on May 14, 2017, relating
that several of its SanDisk subsidiaries have filed a Request for
Arbitration with the ICC International Court of Arbitration related
to three NAND flash-memory joint ventures ("the Flash JVs")
operated with Toshiba Corporation ("Toshiba").

The arbitration demand seeks among other things an order requiring
Toshiba to unwind the transfer to Toshiba Memory, and injunctive
relief preventing Toshiba from further breaching the Flash JV
agreements by transferring its Flash JV interests, or any interest
in an affiliate that holds its Flash JV interests, without
SanDisk's consent. Per the provisions of the joint venture
agreements, the arbitration will take place in San Francisco,
California.

Western Digital chief executive officer Steve Milligan stated, "The
Flash JVs have been operated with Toshiba for the past 17 years and
have been highly successful for the JV partners and for Japan. We
continue to be actively engaged in discussions with Toshiba's
stakeholders to ensure that they are fully aware of our joint
venture rights and of our desire to work with Toshiba to achieve a
favorable outcome for all parties. We firmly believe that we
provide Toshiba with the optimal solution to address its
challenges, and that we are the best partner to advance its legacy
of technology innovation in Japan."

Mr. Milligan added, "Joint ventures are inherently intimate
commercial relationships, and in order to protect against being
forced into such a relationship with parties not of their choosing,
SanDisk and Toshiba agreed to protect their interests in the joint
ventures by prohibiting transfers without the consent of the other
party. Toshiba's attempt to spin out its joint venture interests
into an affiliate and then sell that affiliate is explicitly
prohibited without SanDisk's consent. Seeking relief through
mandatory arbitration was not our first choice in trying to resolve
this matter. However, all of our other efforts to achieve a
resolution to date have been unsuccessful, and so we believe legal
action is now a necessary next step. We are confident in our
ability to protect our rights and interests and to improve our
value creation opportunities."

On or around April 1, 2017, Toshiba purportedly transferred its
joint venture interests to a subsidiary, Toshiba Memory, as part of
an open auction to sell its joint venture interests to a third
party. Western Digital believes that these actions clearly violate
the anti-transfer provisions of the joint venture agreements. Under
the joint venture agreements, these transfers require SanDisk's
consent. SanDisk did not consent to the transfer to Toshiba Memory,
and Toshiba has now repudiated any intention to obtain SanDisk's
consent before selling Toshiba Memory to the winning bidder of the
auction.

                     About Western Digital

Western Digital is an industry-leading provider of storage
technologies and solutions that enable people to create, leverage,
experience and preserve data. The company addresses ever-changing
market needs by providing a full portfolio of compelling,
high-quality storage solutions with customer-focused innovation,
high efficiency, flexibility and speed. Its products are marketed
under the HGST, SanDisk and WD brands to OEMs, distributors,
resellers, cloud infrastructure providers and consumers.

                          About Toshiba

Toshiba Corporation (TYO:6502) -- http://www.toshiba.co.jp/-- is  
a Japan-based manufacturer involved in five business segments.
The Digital Products segment offers cellular phones, hard disc
devices, optical disc devices, liquid crystal televisions, camera
systems, digital versatile disc (DVD) players and recorders,
personal computers (PCs) and business phones, among others.  The
Electronic Device segment provides general logic integrated
circuits (ICs), optical semiconductors, power devices, large-
scale integrated (LSI) circuits for image information systems and
liquid crystal displays (LCDs), among others.  The Social
Infrastructure segment offers various generators, power
distribution systems, water and sewer systems, transportation
systems and station automation systems, among others.  The Home
Appliance segment offers refrigerators, drying machines, washing
machines, cooking utensils, cleaners and lighting equipment.  The
Others segment leases and sells real estate.

As reported in the Troubled Company Reporter-Asia Pacific on
Dec. 30, 2016, Moody's Japan K.K. downgraded Toshiba
Corporation's corporate family rating (CFR) and senior unsecured
rating to 'Caa1' from 'B3'.  Moody's has also downgraded
Toshiba's subordinated debt rating to 'Ca' from 'Caa3', and
affirmed its commercial paper rating of Not Prime.  At the same
time, Moody's has placed Toshiba's 'Caa1' CFR and long-term
senior unsecured bond rating, as well as its 'Ca' subordinated
debt rating under review for further downgrade.

The TCR-AP reported on March 21, 2017, that S&P Global Ratings has
lowered its long-term corporate credit rating on Japan-based
capital goods and diversified electronics company Toshiba Corp. two
notches to 'CCC-' from 'CCC+' and lowered the senior unsecured debt
rating three notches to 'CCC-' from 'B-'. Both ratings remain on
CreditWatch with negative implications. Also, S&P is keeping its
'C' short-term corporate credit and commercial paper program
ratings on the company on CreditWatch negative.  The long- and
short-term ratings on Toshiba have remained on CreditWatch with
negative implications since December 2016, when S&P also lowered
the long-term ratings because of the likelihood that the company
might recognize massive losses in its U.S. nuclear power business;
S&P kept them on CreditWatch negative when it lowered the long- and
short-term ratings in January 2017.


TRANSMAR COMMODITY: Plan Filing Deadline Moved to June 29
---------------------------------------------------------
Judge James L. Garrity, Jr. of the U.S. Bankruptcy Court for the
Southern District of New York extended the time within which
Transmar Commodity Group Ltd. may exclusively file a plan of
reorganization and disclosure statement and may solicit acceptances
of such plan, through and including June 29, 2017 and August 28,
2017, respectively.

The Troubled Company Reporter has previously reported that the
Debtor sought exclusivity extension, citing these factors:

     -- the Debtor's bankruptcy case is a complex case, with
        complicated issues, many creditors, many counterparties to
        commodities contracts and various affiliated entities
        located both domestically and around the world;

     -- in addition to various affiliated entities that conduct
        business around the world, the Debtor has assets located
        around the world;

     -- the Debtor owes its pre-petition lending group more than
        $360 million;

     -- certain affiliates of the Debtor, including Euromar
        Commodities GmbH, are currently in foreign insolvency
        proceedings, thereby adding to the complexity of the
        Debtor's bankruptcy case;

     -- since the Petition Date, the Debtor has been diligently
        working with its prepetition lenders and the Committee.
        Although the Debtor is winding down its operations, the
        Debtor has made significant progress in this regard in
        working with its pre-petition lenders and the Committee;

     -- over the past few weeks, the Debtor's management team,
        employees and advisors have been responding to the
        voluminous discovery requests by its pre-petition lenders;

     -- among other things, the Debtor has had preliminary
        discussions with its prepetition lenders concerning a
        potential liquidating plan.  Further, the Debtor is
        advised that discussions concerning a liquidating plan
        have taken place between the Debtor's pre-petition lenders
        and the Committee; and

     -- at all times during the first three months of the
        bankruptcy case, the Debtor has acted in good faith and
        has been paying its debts as those debts come due.

The Debtor believed that the proposed extension of exclusivity will
provide sufficient additional time to allow the Debtor to negotiate
with its pre-petition lenders and the Committee and formulate a
confirmable Chapter 11 plan of liquidation.

              About Transmar Commodity Group Ltd.

Transmar Commodity Group Ltd. filed a Chapter 11 petition (Bankr.
S.D.N.Y. Case No. 16-13625), on Dec. 31, 2016.  The Petition was
signed by was signed by Peter G. Johnson, chairman, president and
chief executive officer.  At the time of filing, the Debtor had
estimated both assets and liabilities ranging between $100 million
to $500 million each.

The Debtor is represented by Joseph L. Schwartz, Esq., Tara J.
Schellhorn, Esq., and Rachel F. Gillen, Esq., at Riker Danzig
Scherer Hyland & Perretti LLP. The Debtor has engaged Tracy L.
Klestadt, Esq., Joseph C. Corneau, Esq., and Christopher J. Reilly,
Esq., at Klestadt Winters Jureller Southard & Stevens, LLP, as
local counsel; and GORG as German special counsel. The Debtor has
hired DeLoitte Transactions and Business Analytics LLP as its
restructuring advisor; and Donlin, Recano & Company, Inc., as its
claims and noticing agent.

The Office of the U.S. Trustee has appointed three creditors of
Transmar Commodity Group Ltd. to serve on the official committee of
unsecured creditors.  The Committee tapped Tarter Krinsky & Drogin,
LLP as counsel.


TX.C.C. INC: May Use Cash Collateral to Pay Operating Expenses
--------------------------------------------------------------
The Hon. Brenda T. Rhoades of the U.S. Bankruptcy Court for the
Eastern District of Texas has authorized TX.C.C., Inc., et al., to
use the cash collateral, sales proceeds, and funds on deposit in
their possession or on deposit in their existing bank accounts that
may be subject to the PACA trust (and not property of the Debtors
or their estates) to pay the Debtors' operating and overhead
expenses, provided that adequate protection is provided to PACA
Creditors and similarly situated trust beneficiaries.

A copy of the court order is available at:

          http://bankrupt.com/misc/txeb17-40297-245.pdf

The PACA Creditors include Brothers Produce, Inc., Brothers Produce
of Austin, Inc., Brothers Produce of Dallas, Inc., Dohme Produce,
Inc. dba Central Illinois Produce Co., Dixie Produce, Inc.,
Frontier Produce, Inc., P J K Food Service Corp dba Keany Produce
Co., LaGrasso Bros., Inc., Joe Lasita & Sons, Inc., Liberty Fruit
Cor., Inc., River City Produce Company, Inc., Senn
Brothers, Inc., Sirn & Sons, Inc., and Vermilion Valley Produce
Co., Inc.

The Debtors will make a weekly deposit of $10,000 into the PACA
Escrow through May 17, 2017.  Not later than May 26, 2017, the
Debtors will make another deposit of $100,000 into the PACA escrow.
Thereafter, the Debtors will make a weekly deposit of $10,000 into
the PACA Escrow through July 2, 2017, or until the total sum of
$300,000 has been deposited into the PACA Escrow.  The Debtors will
provide proof every week of each deposit made into the PACA Escrow
to counsel for PACA Creditors, as well as provide a weekly update
on the balance on deposit in the PACA Escrow.  In the event of a
default in making a deposit which is not cured within three
calendar days of receipt of written notice served on the Debtors'
counsel, the Debtors' right to continue to use the cash collateral,
sales proceeds, and funds on deposit in their possession or on
deposit in their existing bank accounts will immediately terminate
(without prejudice to the Debtors seeking further relief of the
Court).

The PACA Escrow will continue to be operated as a fiduciary account
for the benefit of all allowed claims under PACA.  The PACA Escrow
will not be subject to execution, levy or attachment by any
creditor without further court order.  The PACA Creditors and
similarly situated trust beneficiaries, as determined by the Court,
are granted a reservation of rights to seek an increase in the
amount of the escrow in order to satisfy allowed PACA trust claims
against the Debtors.  The establishment of the PACA Escrow does not
limit the rights of any of the PACA Creditors to seek relief from
any Debtor or from any asset of any Debtor, or from any third
party.

The postpetition trust fund sales taxes collected by the Debtors on
behalf of the Texas Comptroller of Public Accounts will continue to
be held in segregated bank accounts and remitted as required in the
cash management court order.  The PACA Creditors and the Debtors
agree that the Comptroller's post-petition trust fund sales taxes
shall not be utilized by the Debtors to satisfy any amount
set-aside for the benefit of the PACA Creditors or utilized by the
Debtors to make any payments to the PACA Creditors.

                       About TX.C.C., Inc.

TX.C.C., Inc., filed a Chapter 11 bankruptcy petition (Bankr.
E.D.Tex. Case No. 17-40297) on Feb. 13, 2017.  The petition was
signed by Timothy Dungan, president.  In its petition, the Debtor
estimated $0 to $50,000 in assets and $1 million to $10 million in
liabilities.  The Hon. Brenda T. Rhoades presides over the case.



UNIQUE VENTURES: Perkins & Marie Leaves Creditors' Committee
------------------------------------------------------------
Perkins & Marie Callender's LLC has stepped down as member of the
official committee of unsecured creditors of Unique Ventures Group,
LLC.

The committee now includes:

     1. 3D Acquisitions, LP
        Attn: Vincent A. DiAntonio
        1520 Gilmore Drive
        Jefferson Hills, PA 15025
        Tel: (412) 233-5342
        E-mail: vdiantonio@aol.com

     2. Osterberg Refrigeration, Inc.
        Attn: Jessica Berry
        7965 Meadville Road
        Girard, PA 16417
        Tel: (814) 744-2975
        Fax: (814) 774-0109
        E-mail: osterrefrig@velocity.net

     3. T & D Landscape & Lawn Care, Inc.
        Attn: Don Michaels
        1977 Sharon Hogue Road
        Masury, OH 44438
        Tel: (330) 448-1623
        E-mail: dmichaels@tdscapes.com

     4. Cintas Corporation
        Attn: James Ford
        320 Westec Drive
        Mt. Pleasant, PA 15666
        Tel: (724) 613-5900
        Fax: (724) 696-5641
        E-mail: taylorm@cintas.com

     5. Access Point Inc.
        Attn: Larry C. Woolard
        1100 Crescent Green, Suite 109
        Gary, NC 27518
        Tel: (919) 827-0419
        Fax: (919) 851-5422
        E-mail: accesspoint@nc.com

     6. Thomas Quality Cleaning
        Attn: John C. Thomas
        929 Maryland Avenue
        New Castle, PA 16101
        Tel: (724) 971-3349
        E-mail: bigziggync@yahoo.com

As reported by the Troubled Company Reporter on March 7, 2017,
Andrew R. Vara, Acting U.S. Trustee for Region 3, on March 2
appointed seven creditors to serve on the Committee.

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 Unique Ventures

Unique Ventures Group, LLC, based in Pittsburgh, PA, filed a
Chapter 11 petition (Bankr. W.D. Pa. Case No. 17-20526) on Feb. 13,
2017. Unique Ventures owns 28 Perkins Restaurant & Bakery locations
in Pennsylvania and Ohio.  Unique may have an interest in 10 Burger
Kings, all in Ohio, through a related entity, according to a
Pittsburgh Business Times report.

The Hon. Thomas P. Agresti presides over the Chapter 11 case.  In
its petition, the Debtor estimated $10 million to $50 million in
both assets and liabilities. The petition was signed by Eric E.
Bononi, receiver, CEO and CRO.

Unique Ventures has hired Leech Tishman Fuscaldo & Lampl, LLC, and
RudovLaw as counsel.  It has also hired Scott M. Hare, Attorney at
Law, to provide legal advice on litigation-related issues.

Andrew R. Vara, Acting U.S. Trustee for Region 3, on March 2, 2017,
appointed seven creditors to serve on the official committee of
unsecured creditors in the Chapter 11 case of Unique Ventures
Group, LLC.  The Committee has hired Whiteford Taylor & Preston, as
counsel, Albert's Capital Services, LLC, as financial advisor.  The
Committee retained Albert's Capital Services, LLC, as financial
advisor.

The Acting United States Trustee has sought appointment of M.
Colette Gibbons, Esq., as the Chapter 11 Trustee for Unique
Ventures Group.


VALENCIA COLLEGE: Court Confirms Plan, Status Conference on June 8
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida is set
to hold a status conference in the Chapter 11 case of Valencia
College Shopping Center, Ltd. on June 8, at 2:00 p.m.

The bankruptcy court on April 26 confirmed the company's Chapter 11
plan of reorganization after finding that it satisfied the
requirements for confirmation under section 1129 of the Bankruptcy
Code.  It also approved the company's disclosure statement, which
explains the plan.  

Valencia was ordered to file a certificate of substantial
consummation and a motion for final decree within 30 days after the
later of the effective date of the plan, or the disposition of all
objections to claims, adversary proceedings and other contested
matters.

            About Valencia College Shopping Center

Valencia College Shopping Center, Ltd. filed a Chapter 11
bankruptcy petition (Bankr. M.D. Fla. Case No. 16-01611) on March
10, 2016.  The petition was signed by Kyungho So, general manager.
Judge Lena M. James presides over the case.  The Debtor disclosed
$1.93 million in assets and $99,434 in liabilities.

The Debtor is represented by Jeffrey Ainsworth, Esq., and Robert B.
Branson, Esq., at Branson PLLC.

No official committee of unsecured creditors has been appointed in
the Chapter 11 case.


WALKER & DUNLOP: S&P Revises Outlook to Pos. & Affirms 'BB-' ICR
----------------------------------------------------------------
S&P Global Ratings Services said it revised its outlook on Walker &
Dunlop Inc. to positive from stable and affirmed its issuer credit
rating at 'BB-'.

At the same time, S&P raised the debt rating on the company's
senior secured term loan to 'BB+' from 'BB' and revised the
recovery rating to '1' from '2'.  The '1' recovery rating indicates
S&P's expectation of very high recovery (90%-100%) of principal in
the event of payment default.

"The ratings reflect Walker's favorable market position in the
commercial real estate market, strong financial performance, and
conservative financial policies" said S&P Global Ratings credit
analyst Gaurav Parikh.  As the No. 2 Fannie Mae underwriting and
servicing lender, the No. 3 Freddie Mac seller servicer, and No. 4
Department of Housing and Urban Development lender in the country
in 2016, Walker has a formidable scale and market presence in the
multifamily lending sector.  The company's net debt-to-EBITDA ratio
ended 2016 at 1.9x on an adjusted basis, compared to 2.1x at the
end of 2015.  S&P expects the company will maintain leverage at
1.5x-2.0x," S&P said.

The positive outlook reflects that S&P could raise the ratings over
the next 12 months if it expects Walker to operate longer term with
lower leverage.  Specifically, S&P could raise the rating if it saw
the company maintain leverage well below 2.0x net debt to EBITDA on
a sustained basis and maintain its advantageous market position in
multifamily commercial real estate services.

S&P could revise the outlook to stable if the company's leverage,
measured as net debt to EBITDA, remains at or above 2.0x.  S&P also
could lower its rating if significant changes to existing federal
policies supporting the multifamily lending market limit Walker's
origination volume or profitability.  Furthermore, if the company's
market position unexpectedly erodes such that it is unable to renew
its existing warehouse facilities or if it loses significant market
share to its peers, S&P could lower the rating. S&P views the
prospects of this scenario as relatively remote.


WELLMAN DYNAMICS: Committee Plan Proposes to Liquidate Assets
-------------------------------------------------------------
The Official Committee of Unsecured Creditors of Wellman Dynamics
Corp. filed with the U.S. Bankruptcy Court for the Southern
District of Iowa a disclosure statement and plan of liquidation
dated May 8, 2017.

Class 9 General Unsecured Claims will be paid by the liquidation
trustee from the general unsecured allowance and available cash.
The liquidation trustee will make distribution on allowed general
unsecured claims on the later of (i) the effective date, or as soon
as practicable after the effective date or (ii) five days after
entry of a final court order allowing the claim, and thereafter
from available cash as set forth in the Plan.  This class is
impaired by the Plan.

The Plan proposes to liquidate the WDC assets primarily pursuant to
a sale.  The liquidation trustee, as the plan administrator on
behalf of the Estate, will conduct an open auction sale of the WDC
assets.  Upon entry of the confirmation order, the liquidation
trustee will be authorized to market for sale the WDC assets
pursuant to the bid procedures and the form of the asset purchase
agreement, approved by the Court.

A copy of the Committee's proposed Disclosure Statement is
available at:

          http://bankrupt.com/misc/iasb16-01825-161.pdf

The Plan was filed by the Committee's counsel:

     Stephen M. Packman, Esq.
     ARCHER & GREINER, P.C.
     One Liberty Place
     Thirty-Second Floor
     1650 Market Street
     Philadelphia, PA 1903-7393
     Tel: (215) 246-3147
     Fax: (215) 963-9999
     E-mail: spackman@archerlaw.com

          -- and --

     Kristina M. Stanger, Esq.
     NYEMASTER GOODE, P.C.
     700 Walnut Street, Suite 1600
     Des Moines, IA 50323
     Tel: (515) 283-8009
     Fax: (515) 283-8045
     E-mail: kmstranger@nyemaster.com

                  About Wellman Dynamics Corp.

Headquartered in Creston, Iowa, Wellman Dynamics Corporation
produces highly complex precision aluminum and magnesium sand
castings for the aerospace and defense industries.  Its largest
casting weighs approximately 630 pounds and its most complex
casting requires a mold that is hand assembled from 125 individual
intricate components, virtually all of which are designed and
manufactured in-house.  The Debtor owns the only molds for 79% of
its products.  In some cases, although another tool exists, the
Debtor is still the sole source on 94% of its castings.  Every U.S.
military helicopter program relies upon the Debtor's castings
produced in Creston, Iowa.

The Debtor filed for Chapter 11 bankruptcy protection (Bankr. S.D.
Iowa Case No. 16-01825) on Sept. 13, 2016.  Judge Anita L. Shodeen
presides over the case.

The Debtor's counsel is Jeffrey D. Goetz, Esq., and Krystal R.
Mikkilineni, Esq., at Bradshaw, Fowler, Proctor & Fairgrave, P.C.,
in Des Moines, Indiana.

On Jan. 11, 2017, Wellman Dynamics Corp. filed its Chapter 11
plan of reorganization and disclosure statement.

The U.S. trustee for Region 12 on March 22 appointed seven
creditors to serve on the official committee of unsecured
creditors
in the Chapter 11 cases of Wellman Dynamics Corp. and Wellman
Dynamics Machinery & Assembly, Inc.


WESTMORELAND COAL: Reports $36.8-M Net Loss for First Quarter
-------------------------------------------------------------
Westmoreland Coal Company filed with the Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
applicable to common shareholders of $36.80 million on $339.7
million of revenues for the three months ended March 31, 2017,
compared to net income applicable to common shareholders of $27.40
million on $355.9 million of revenues for the same period during
the prior year.

As of March 31, 2017, Westmoreland Coal had $1.51 billion in total
assets, $2.23 billion in total liabilities, and a total deficit of
$722.6 million.

"We remain on track to achieve our full year guidance, despite a
challenging first quarter," said Westmoreland Chief Executive
Officer, Kevin Paprzycki.  "Our adjusted EBITDA and cash flow were
impacted during the quarter by low weather-related demand.  We also
performed dragline repairs and worked through some challenging
parts of our mine plan.  Our operators took proactive steps to
minimize the impact of these headwinds, and I'm pleased that we now
have these factors behind us.  This quarter's results demonstrate
the resiliency of our model in that, despite an unusual set of
challenges, we produced positive free cash flow."

Consolidated adjusted EBITDA for the first quarter of 2017 was
$88.2 million.  As expected, revenue in the Coal-US segment was
lower due to the expiration of the Jewett and Beulah coal supply
contracts.  Unfavorable weather also impacted all operating
segments, particularly Coal -WMLP, where mild weather in Ohio added
to the existing softness in price and demand.  Heavy snowfall,
followed by heavy rain, at the Kemmerer mine, lowered first quarter
deliveries and increased costs.  Operational challenges, including
dragline repairs in Canada and temporary mining in a lower-yield
area of certain mines in both the Coal - Canada and Coal - WMLP
segments, drove lower sales and increased costs. Offsetting these
declines was the effect of the early repayment of loan and lease
receivables by Capital Power, of which approximately $47 million
represented accelerated collections in the first quarter of 2017.
Adjusted EBITDA also benefited from an additional month of San Juan
operations compared with the previous year.

Westmoreland's free cash flow through March 31, 2017, was $42.6
million, including the benefit from the early repayment of loan and
lease receivables.  Free cash flow is the net of cash flow used in
operations of $0.7 million, less capital expenditures of $7.2
million, plus net cash collected for the loan and lease receivables
of $50.5 million.  Included in cash flow used in operations were
cash uses for interest expense of $32.0 million, for asset
retirement obligations of $10.7 million, and negative working
capital of $3.2 million.

At March 31, 2017, cash and cash equivalents on hand totaled $75.4
million, a $15.4 million increase from year end.  The increase was
comprised of free cash flow generation of $42.6 million; net cash
debt reductions including capital lease payments of $22.4 million;
a $3.6 million reserve acquisition and other non-operating cash
uses of $1.2 million.

Gross debt plus capital lease obligations at quarter end totaled
$1.1 billion, of which $324.4 million resides at Westmoreland
Resource Partners, LP and $802.7 million resides at Westmoreland
Coal Company.  There was $33.4 million available to draw, net of
letters of credit, on Westmoreland's revolving credit facility.  An
additional $14.7 million was available to Westmoreland Resource
Partners through its revolving credit facility, which is not
available to the parent for borrowings.  No amounts had been drawn
on either revolving credit facility as of March 31, 2017.

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

                     https://is.gd/aPFPWd

                About Westmoreland Coal Company

Englewood, Colorado-based-based Westmoreland Coal Company (NYSE
AMEX: WLB) -- http://www.westmoreland.com/-- is the oldest        

independent coal company in the United States.  The Company's coal
operations include coal mining in the Powder River Basin in
Montana and lignite mining operations in Montana, North Dakota and
Texas.  Its power operations include ownership of the two-unit
ROVA coal-fired power plant in North Carolina.

Westmoreland Coal reported a net loss of $28.87 million on $1.47
billion of revenues for the year ended Dec. 31, 2016, compared to a
net loss of $219.09 million on $1.41 billion of revenues for the
year ended Dec. 31, 2015.

                       *     *     *

Moody's Investors Service at the end of February 2016 downgraded
Westmoreland's corporate family rating to 'Caa1' from 'B3'.

In April 2017, S&P Global Ratings lowered its corporate credit
rating on Westmoreland to 'CCC+' from 'B'.  S&P views
Westmoreland's capital structure to be unsustainable in the long
term without a significant boost in coal prices and volumes over
the next year.


WORLD OF DISCOVERY: Has Deal to Use Cash Collateral Until Sept. 1
-----------------------------------------------------------------
World of Discovery, Inc., asks the U.S. Bankruptcy Court for the
District of Vermont for approval of its Third Stipulated Motion
with the United States of America, on behalf of the Internal
Revenue Service for the Debtor's use of cash collateral and other
assets securing the federal tax liens for a limited period of time,
up to and including Sept. 1, 2017.

The Debtor needs to use cash collateral to pay current operating
expenses including payroll, in order to continue its business
operation.

The Debtor acknowledges that it is obligated to pay all obligations
incurred subsequent to the filing of the Chapter 11 case,
including, specifically, tax obligations. The Debtor relates that
prior to its bankruptcy filing, a duly authorized delegate of the
Secretary of the Treasury filed notices of federal tax lien for tax
liabilities of the Debtor, which liens encumbered all property or
rights to property belonging to the Debtor and secured unpaid
taxes, penalties and interest owed by the Debtor. Among the
property securing the claims of the IRS are cash or cash
equivalents, inventory, accounts receivable, and proceeds of the
accounts receivable or inventory.

In order to provide adequate protection for the secured claim of
the IRS, the Debtor and the IRS stipulate and agree, among other
things, that:

     (a) The IRS will be granted a continuing post-petition
security interest in all assets the Debtor owned at the time the
Chapter 11 was filed, or acquired subsequent to the filing of the
Chapter 11 case to the same extent and priority as the liens held
at the commencement of the case.

     (b) The IRS will be granted a rollover replacement lien on all
post-petition inventory, accounts, equipment (including vehicles),
cash, and cash equivalents, contracts rights, general intangibles
and all other post-petition personal property of the Debtor,
including proceeds and products thereof the other same extent and
priority as existed as of the date of filing.

     (c) The post-petition lien granted to the IRS will be shared
with other secured creditors as they are identified. The priority
of each secured creditor in the post-petition property will be
based on the priority each secured creditor held in property of the
Debtor as of the petition-date. The federal tax liens continue to
attach to the newly arising assets and protect the secured federal
tax claim to the same extent and priority as existed as of the
filing date.

     (d) The Debtor represents that as of the Petition Date, all of
the assets were subject to the federal tax liens, the value and
nature of such assets are set forth in the Debtor's Schedules.

     (e) The Debtor is allowed to pay normal post-petition expenses
incurred in the ordinary course of business.

     (f) The IRS will have access to and the right to inspect the
Debtor's assets and properties.

     (g) The Debtor will permit the IRS to inspect, review and copy
any financial records of the Debtor. These records will be made
available at the Debtor's place of business.

     (h) The Debtor will make a minimum monthly payments of $1,741
on the secured prepetition tax debt, beginning on May 15, 2017 and
will continue each month thereafter until confirmation of the
Debtor's Chapter 11 Plan.

     (i) The Debtor will timely file all post-petition tax returns
on or before the due date of the return with the appropriate IRS
office and submit a copy to Bankruptcy Specialist Gail Irving.

     (j) The Debtor will timely pay each federal tax deposit as it
accrues (when payroll is made) by electronic transfer or through a
federal depository and submit a proof of payment to Bankruptcy
Specialist Gail Irving.

     (k) The Debtor will maintain all insurance policies generally
required of entities engaged in the business of providing
childcare, including workers compensation, general liability, fire
and casualty.

The Debtor's authority to use cash collateral will immediately
terminate upon the occurrence of any of the following events:

     (a) The conversion of any of these Chapter 11 cases to one
under Chapter 7 of the Code;

     (b) The appointment of any Chapter 11 Trustee;

     (c) The dismissal of the Debtor's bankruptcy case;

     (d) The cessation of the Debtor's normal business operations
or the sale of Debtor's businesses;

     (e) The filing by the IRS of a proposed order for dismissal
with a declaration stating that the Debtor defaulted on one or more
terms of this agreement; or

     (f) The expiration of the Agreement without extension on
September 1, 2017.

A full-text copy of the Debtor's Third Stipulated Motion, dated May
11, 2017, is available at https://is.gd/bmugfH

                 About World of Discovery  

World of Discovery, Inc., was established in 2007 when Kim Dyer
purchased a building located at Rte 131 in Weathersfield, Vermont,
after running a successful registered inhome childcare in Cavendish
VT for four years.

World of Discovery sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Vt. Case No. 16-11293) on June 30, 2016.
The petition was signed by Kim Dyer, president.  At the time of the
filing, the Debtor estimated assets and liabilities of less than $1
million.

The Debtor is represented by Rebecca Rice, Esq., at Cohen & Rice.


XPLORNET COMMUNICATIONS: Moody's Affirms B3 Corp. Family Rating
---------------------------------------------------------------
Moody's Investors Service affirmed Xplornet Communications Inc.'s
(Xplornet) B3 corporate family rating (CFR) in conjunction with the
company launching a US$300 million debt financing. The transaction
is comprised of a US$225 million senior unsecured notes issue which
was rated Caa2, and a US$75 million secured term loan B add-on; the
amended term loan's B1 rating was affirmed. As part of the same
action, Xplornet's B3-PD Probability of Default Rating (PDR) was
affirmed, as was the Ba3 rating for the company's secured revolving
credit facility. Xplornet's ratings outlook was maintained at
stable.

The transaction refinances existing unsecured notes and, other than
capitalizing fees and expenses, is approximately leverage neutral
and has no ratings implications. The transaction is credit positive
via addressing most of the company's 2020 debt maturities.
Additionally, with the new notes featuring payment in kind (PIK)
interest for the first two years, the existing structure's
liquidity benefits are maintained. The ratings are contingent upon
Moody's review of final documentation and no material change in
previously advised terms or financial condition.

The following summarizes Moody's ratings and rating actions for
Xplornet:

Issuer: Xplornet Communications Inc.

Assignment:

-- Senior Unsecured Notes: Assigned at Caa2 (LGD5)

Affirmations:

-- Corporate Family Rating: Affirmed at B3

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

-- Senior Secured First Lien Revolving Credit Facility: Affirmed
at Ba3 (LGD1)

-- Senior Secured First Lien Term Loan B Facility: Affirmed at B1
(LGD3)

Outlook Action:

-- Outlook: Maintained at Stable

RATINGS RATIONALE

Xplornet Communications Inc.'s B3 CFR stems primarily from
debt/EBITDA leverage of about 8x (Moody's adjusted; December 31,
2016 and estimated pro forma for recent acquisition activity),
which Moody's views as being very aggressive given the company's
early development stage, the uncertain growth rate and future
return economics for its rural broadband connectivity business, and
ongoing cash flow deficits as Xplornet invests in capabilities.
While leverage is expected to decline towards ~6.5x by end-2018,
execution risks, opportunistic strategic initiatives, and
significant ongoing expected capital expenditure requirements
constrain the rating.

Xplornet has adequate liquidity based on about CAD125 million of
cash and short term investments to help fund ongoing modest cash
flow deficits which are expected to persist through 2018. In the
event that additional cash resources are required, Xplornet has an
unused US$50 million revolving term loan which is committed through
2021. Moody's does not expect the revolving loan to be used,
expects the company to turn modestly cash flow positive in 2019,
and expects above-20% covenant cushions so that access is not
limited. Xplornet has few material non-core assets which could be
readily monetized in a liquidity crunch and, in any case, since all
assets are secured, the ability to use asset sale proceeds for
liquidity purposes is limited.

Rating Outlook

The outlook is stable because Xplornet has sufficient liquidity to
fund operations through 2017-18, the pending refinance transaction
addresses 2020 maturities, and Moody's expects Xplornet's leverage
of debt/EBITDA to decline by about 1.5x (Moody's adjusted) per year
as cash flow grows.

What Could Change the Rating - Up

Upwards rating pressure is contingent upon positive industry
fundamentals, solid operating performance, growing cash flow, good
liquidity arrangements, and Xplornet substantiating the ability to
self-fund its operations through attracting and retaining
subscribers and maintaining good pricing flexibility.

What Could Change the Rating - Down

Xplornet's rating could be downgraded in the event that its
subscriber and revenue growth trajectory does not meet Moody's
expectations, and the ability to self-fund operations and maintain
adequate liquidity comes into question.

Corporate Profile

Headquartered in Woodstock, New Brunswick and with corporate
offices in Markham, Ontario, privately held Xplornet Communications
Inc. (Xplornet), uses fixed wireless and satellite last-mile
broadband delivery platforms to offer broadband Internet to rural
Canadian residences and small businesses. Xplornet had over 330,000
subscribers as at March 31, 2017.

The principal methodology used in these ratings was Global Pay
Television - Cable and Direct-to-Home Satellite Operators published
in January 2017.



XPLORNET COMMUNICATIONS: S&P Affirms 'B-' CCR; Outlook Stable
-------------------------------------------------------------
S&P Global Ratings said it affirmed its 'B-' long-term corporate
credit rating on Xplornet Communications Inc.  The outlook is
stable.

At the same time, S&P Global Ratings assigned its 'CCC' issue-level
rating and '6' recovery rating to Xplornet's proposed
US$225 million unsecured notes.  A '6' recovery rating indicates
S&P's expectation of negligible (0%-10%; rounded estimate 0%)
recovery in a default scenario.

"Xplornet plans to refinance its existing payment-in-kind notes and
finance its ViaSat Inc. capacity with a US$75 million term loan and
new US$225 million unsecured notes," said S&P Global Ratings credit
analyst Aniki Saha-Yannopoulos.

S&P Global Ratings also affirmed its 'B' issue-level on Xplornet's
term loan following the proposed US$75 million add-on.  The '2'
recovery rating on the debt is unchanged, indicating S&P's
expectation for substantial (70%-90%; rounded estimate 75%)
recovery in a default.  In addition, S&P Global Ratings also
affirmed its 'B+' issue-level rating on the company's
US$50 million revolver.  The '1' recovery rating is unchanged,
indicating S&P's expectation of very high (90%-100%, rounded
estimate 95%) recovery in default.

S&P's weak business risk profile on Xplornet reflects the company's
position as the leading provider of rural broadband internet
services in Canada, serving customers with a combination of small
fixed-wireless networks and direct-to-premises satellite service.
The company has grown significantly in the past few years, as it
aims to satisfy growing demand for high-speed Internet (HSI)
service in rural areas.  The rapid increase in demand for higher
speeds and bandwidth exposes the company to large investments and
some technological changes to preserve its service quality, which
S&P believes are highlighted by large prospective investments in
satellite capacity to improve its current product offering.

Xplornet is the eighth-largest Internet service provider in Canada,
serving more than 330,000 subscribers in mostly rural areas.  The
company's subscriber base is small compared with that of Canada's
large incumbent telecommunications providers.  The stable outlook
on Xplornet reflects S&P Global Ratings' view that successful
deployment of new satellite capacity should enable continued
revenue and earnings growth, improving currently weak cash flow
measures by 2018.  After large capital expenditures through 2017,
S&P expects breakeven free operating cash flow as the company adds
new services.  S&P also believes that the current rating would be
supported by the refinancing of unsecured debt that relieves
currently high rate PIK terms.

S&P could lower the rating if Xplornet's revenue and earnings fail
to improve after satellite deployments.  As such, S&P would likely
lower the ratings if any key credit measure deteriorates because of
weaker earnings, not least of which if FFO cash interest coverage
drops below 1.5x, which S&P believes would indicate the company was
having difficulties generating expected revenue growth from new
services.

S&P is unlikely to raise the rating in the next year, given heavy
capital expenditures and uncertain earnings growth.  The ratings
are also limited by what S&P views as the company's significant
exposure to U.S.-dollar-denominated debt, which could pressure
leverage ratios and cash flow if exchange rates fluctuate
materially.  That said, S&P could raise the rating if Xplornet
generated material positive free operating cash flow, which would
be indicative of improved and stable operations.


YMCA OF MARQ: Can Use USDA Cash Collateral Until June 13
--------------------------------------------------------
Judge Scott W. Dales of the U.S. Bankruptcy Court for the Western
District of Michigan authorized Young Mens Christian Association of
Marq to use cash collateral to fund payment of its normal and
ordinary postpetition operating expenses until June 13, 2017.

Judge Dales also approved Stipulation between the Debtor and the
United States Department of Agriculture – Rural Development for
the Debtor's use of cash collateral and providing adequate
protection to the USDA.

The Debtor's authority to use cash collateral will continue unless
or until: the Debtor fails to materially comply with the terms
recited in the Stipulation, or a Chapter 11 Trustee is appointed,
or the Debtor's Chapter 11 case is converted to Chapter 7, or an
Order is entered dismissing the Debtor's case without the USDA's
consent, or on June 13, 2017, unless extended by written agreement
between the Debtor and the USDA or as ordered by the Court.

The Debtor is directed to comply with the Stipulation in order to
provide the USDA adequate protection with respect to its
indebtedness and for any diminution in the prepetition collateral.
The Debtor is also directed to provide adequate protection payments
of $1,000 to the USDA.

The final hearing on the Debtor's motion to use cash collateral
will be held on June 13, 2017 at 9:30 a.m. eastern time.

A full-text copy of the Order, dated May 11, 2017, is available at
https://is.gd/ncRgs9

             About Young Mens Christian Association of Marq

Young Mens Christian Association of Marq has principal assets
located at 1420 Pine St Marquette, Michigan.

Young Mens Christian Association of Marq filed a Chapter 11
petition (Bankr. W.D. Mich. Case No. 17-90131), on May 5, 2017.
Jenna Zdunek, chief executive director, signed the petition.  The
Debtor estimated assets and liabilities between $1 million and $10
million.

The case is assigned to Judge Scott W. Dales.

The Debtor is represented by Timothy C. Quinnell, Esq., at Quinnell
Law Firm, P.L.L.C.


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   Bankr. D.N.J. Case No. 17-19532
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      Chapter 11 Petition filed May 9, 2017
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                         KEN WAGNER LAW, PA
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In re Rust Belt, LLC
   Bankr. W.D.N.Y. Case No. 17-10956
      Chapter 11 Petition filed May 9, 2017
         See http://bankrupt.com/misc/nysb17-10956.pdf
         represented by: Robert B. Gleichenhaus, Esq.
                         GLEICHENHAUS, MARCHESE & WEISHAAR, P.C.
                         E-mail: RBG_GMF@hotmail.com

In re Lisa B. Wagamon
   Bankr. W.D. Pa. Case No. 17-21946
      Chapter 11 Petition filed May 9, 2017
         represented by: Jeffrey J. Sikirica, Esq.
                         BLUMLING & GUSKY, LLP
                         E-mail: jsikirica@bglaw-llp.com

In re NG Group, LLC
   Bankr. E.D. Va. Case No. 17-11562
      Chapter 11 Petition filed May 9, 2017
         See http://bankrupt.com/misc/vaeb17-11562.pdf
         represented by: Patrick R. Blasz, Esq.
                         LAW OFFICES OF PATRICK R. BLASZ
                         E-mail: pblasz@blaszlaw.com

In re Steve O Chong and Edwina Theresa Chong
   Bankr. C.D. Cal. Case No. 17-15770
      Chapter 11 Petition filed May 10, 2017
         represented by: Lionel E Giron, Esq.
                         LAW OFFICES OF LIONEL E GIRON
                         E-mail: notices@lglawoffice.com

In re Harald Dude
   Bankr. S.D. Fla. Case No. 17-15892
      Chapter 11 Petition filed May 10, 2017
         represented by: David L. Merrill, Esq.
                           E-mail: dlmerrill@merrillpa.com

In re LTD Management, Inc.
   Bankr. D.N.H. Case No. 17-10684
      Chapter 11 Petition filed May 10, 2017
         See http://bankrupt.com/misc/nhb17-10684.pdf
         represented by: Cheryl C. Deshaies, Esq.
                         DESHAIES LAW
                         E-mail: cdeshaies@deshaieslaw.com

In re Serguey Kleshuk
   Bankr. E.D.N.Y. Case No. 17-42354
      Chapter 11 Petition filed May 10, 2017
         represented by: Alla Kachan, Esq.
                         E-mail: alla@kachanlaw.com

In re Greene Avenue Realty 2014 LLC
   Bankr. E.D.N.Y. Case No. 17-42357
      Chapter 11 Petition filed May 10, 2017
         See http://bankrupt.com/misc/nyeb17-42357.pdf
         Filed Pro Se

In re Fuel Mart Inc.
   Bankr. S.D.N.Y. Case No. 17-22706
      Chapter 11 Petition filed May 10, 2017
         See http://bankrupt.com/misc/nysb17-22706.pdf
         Filed Pro Se

In re Hudson Valley Drywall, Inc.
   Bankr. S.D.N.Y. Case No. 17-35788
      Chapter 11 Petition filed May 10, 2017
         See http://bankrupt.com/misc/nysb17-35788.pdf
         represented by: Scott D. Simon, Esq.
                         GOETZ FITZPATRICK LLP
                         E-mail: ssimon@goetzfitz.com

In re Starlite Hospitality LLC
   Bankr. M.D. Ala. Case No. 17-31347
      Chapter 11 Petition filed May 11, 2017
         See http://bankrupt.com/misc/almb17-31347.pdf
         Filed Pro Se

In re Damian Robert Kutzner
   Bankr. C.D. Cal. Case No. 17-11895
      Chapter 11 Petition filed May 11, 2017
         represented by: Peter L Nisson, Esq.
                         NISSON & NISSON
                         E-mail: peternisson@gmail.com

In re Harold Lee Holden
   Bankr. N.D. Cal. Case No. 17-51132
      Chapter 11 Petition filed May 11, 2017
         represented by: Yasha Rahimzadeh, Esq.
                         LAW OFFICE OF YASHA RAHIMZADEH
                         E-mail: yr_law@hotmail.com

In re Jarkis Teryule Fulghem
   Bankr. W.D. Mo. Case No. 17-41294
      Chapter 11 Petition filed May 11, 2017
         Filed Pro Se

In re Roy Goldberg
   Bankr. D.N.J. Case No. 17-19724
      Chapter 11 Petition filed May 11, 2017
         represented by: Ira Deiches, Esq.
                         DEICHES & FERSCHMANN
                         E-mail: ideiches@deicheslaw.com

In re Eugene Haas and Kimberly Ann Haas
   Bankr. D.N.J. Case No. 17-19763
      Chapter 11 Petition filed May 11, 2017
         represented by: Maureen P. Steady, Esq.
                         E-mail: msteady@mac.com

In re SJE, Inc.
   Bankr. D.N.M. Case No. 17-11198
      Chapter 11 Petition filed May 11, 2017
         See http://bankrupt.com/misc/nmb17-11198.pdf
         represented by: Daniel Andrew White, Esq.
                         ASKEW & MAZEL, LLC
                         E-mail: dwhite@askewmazelfirm.com

In re Andrea Jaclyn Hill
   Bankr. D. Nev. Case No. 17-12514
      Chapter 11 Petition filed May 11, 2017
         represented by: Seth D Ballstaedt, Esq.
                         THE BALLSTAEDT LAW FIRM
                         E-mail: seth@ballstaedtlaw.com

In re Webster Barth
   Bankr. W.D. Wash. Case No. 17-12188
      Chapter 11 Petition filed May 11, 2017
         represented by: Jesse Valdez, Esq.
                         VALDEZ LEHMAN PLLC
                         E-mail: jesse@valdezlehman.com

In re Dale Mark Bartlett
   Bankr. S.D. Tex. Case No. 17-32985
      Chapter 11 Petition filed May 11, 2017
         represented by: Larry A. Vick, Esq.
                         E-mail: lv@larryvick.com

In re Ikechukwu Mgbeke
   Bankr. C.D. Cal. Case No. 17-11255
      Chapter 11 Petition filed May 12, 2017
         represented by: Anthony Obehi Egbase, Esq.
                         A.O.E LAW & ASSOCIATES, APC
                         E-mail: info@aoelaw.com

In re Custom Flatbed Services, Inc.
   Bankr. N.D. Cal. Case No. 17-51138
      Chapter 11 Petition filed May 12, 2017
         See http://bankrupt.com/misc/canb17-51138.pdf
         represented by: David A. Boone, Esq.
                         LAW OFFICES OF DAVID A. BOONE
                         E-mail: ecfdavidboone@aol.com

In re Ali Salim Rammal
   Bankr. S.D. Cal. Case No. 17-02835
      Chapter 11 Petition filed May 12, 2017
         Filed Pro Se

In re Gideon Auto Sales, LLC
   Bankr. S.D. Fla. Case No. 17-16010
      Chapter 11 Petition filed May 12, 2017
         See http://bankrupt.com/misc/flsb17-16010.pdf
         represented by: David C. Rubin, Esq.
                         David C Rubin PA
                         E-mail: david3051@aol.com

In re David E. Schorr
   Bankr. S.D.N.Y. Case No. 17-11330
      Chapter 11 Petition filed May 12, 2017
         Filed Pro Se

In re Rhona Vian Zeytoonian
   Bankr. S.D.N.Y. Case No. 17-22716
      Chapter 11 Petition filed May 12, 2017
         represented by: Michael H. Schwartz, Esq.
                         MICHAEL H. SCHWARTZ & ASSOCIATES, P.C.
                         E-mail: mhs@mhspc.com

In re Dag Route 9W
   Bankr. S.D.N.Y. Case No. 17-22719
      Chapter 11 Petition filed May 12, 2017
         See http://bankrupt.com/misc/nysb17-22719.pdf
         represented by: Robert S. Lewis, Esq.
                         LAW OFFICE OF ROBERT S. LEWIS, PC
                         E-mail: robert.lewlaw1@gmail.com

In re Thomas Gibson Jewell
   Bankr. E.D. Va. Case No. 17-11625
      Chapter 11 Petition filed May 12, 2017
         represented by: Frank Bredimus, Esq.
                         LAW OFFICE OF FRANK BREDIMUS
                         E-mail: Fbredimus@aol.com

In re Loretta Lima Transportation Corporation
   Bankr. C.D. Cal. Case No. 17-15934
      Chapter 11 Petition filed May 13, 2017
         See http://bankrupt.com/misc/cacb17-15934.pdf
         represented by: Andrew Goodman, Esq.
                         GOODMAN LAW OFFICES, APC
                         E-mail: agoodman@andyglaw.com


                            *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

TCR subscribers have free access to our on-line news archive.
Point your Web browser to http://TCRresources.bankrupt.com/and use
the e-mail address to which your TCR is delivered to login.

                            *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.  
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog,
Meriam Fernandez, Joel Anthony G. Lopez, Cecil R. Villacampa,
Sheryl Joy P. Olano, Psyche A. Castillon, Ivy B. Magdadaro, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman,
Editors.

Copyright 2017.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $975 for 6 months delivered via
e-mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Peter A.
Chapman at 215-945-7000 or Nina Novak at 202-362-8552.

                   *** End of Transmission ***