TCR_Public/170605.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Monday, June 5, 2017, Vol. 21, No. 155

                            Headlines

1018 MORRIS PARK: Case Summary & 2 Unsecured Creditors
5 STAR INVESTMENT: Trustee Selling Indiana Property for $370K
5K CAR STORE: Case Summary & 16 Largest Unsecured Creditors
8281 MERRILL ROAD: Case Summary & 12 Unsecured Creditors
ACOSTA INC: Bank Debt Trades at 7% Off

AFFATATO 1 SERVICES: Has Interim Nod on Cash Use Through July 26
AFFYMETRIX INC: Egan-Jones Withdraws 'B' Sr. Unsecured Ratings
ALERIS INTERNATIONAL: S&P Affirms 'B' CCR; Outlook Negative
ALEX KODNEGAH: Wants to Move Plan Solicitation Period to April 2018
ALLCORP INC: Heartland Bank to Get Monthly Payment of $3K

ALLCORP INC: Heartland Plan Sells CSB Stock to Pay Creditors
AMERICAN AIRLINES: Term Loan Re-pricing No Impact on Fitch BB- IDR
AMERICAN CONTAINER: Renasant Bank Objects to Disclosure Statement
AMERICAN CONTAINER: US Trustee Tries to Block Disclosures Approval
AMERICAN RENAL: Moody's Assigns B2 Rating to Secured Loans

ARUBA PETROLEUM: Unsecureds to Get Full Payment Under Plan
ATKINS NUTRITIONALS: Moody's Assigns B1 CFR; Outlook Stable
BASS PRO: Bank Debt Trades at 3% Off
BCP RAPTOR: Fitch Assigns First Time BB- Long-Term IDR
BELK INC: Bank Debt Trades at 14% Off

BENJAMIN AND BENT: Unsecureds to Get Monthly Payment with 5.25%
BEST COMPANION: U.S. Trustee Unable to Appoint Committee
BLACK IRON: Case Summary & 5 Unsecured Creditors
BOMBARDIER REC: Share Buyback Plan No Impact on Moody's Ba3 CFR
BRISTOW GROUP: Moody's Lowers CFR to B3; Outlook Negative

CALCEUS ACQUISITION: S&P Affirms 'B-' CCR on Improving Metrics
CAPITAL TRANSPORTATION: Intends to File Chapter 11 Plan by Aug. 10
CATASYS INC: Will Increase Enrollment for OnTrak-A in Eight States
CATCH 22 LINY: Plan Exclusivity Deadline Extended Through July 31
CBAK ENERGY: Inks $9.6M Securities Purchase Pact with Investors

CBL & ASSOCIATES: Moody's Affirms (P)Ba1 Preferred Shelf Rating
CEDAR FAIR: Egan-Jones Lowers Sr. Unsecured Ratings to BB
CHARLES A. KNIGHT: Files Amended Chapter 11 Liquidation Plan
CHARLES STREET: In Active Negotiations with Secured Creditor
CHICAGO, IL: S&P Cuts Rating on 2008/2013 MFT Revenue Bonds to BB+

CHICO HEALTH: Unsecureds to Get Full Payment in Cash Under Plan
CIT GROUP: Fitch to Rate Perpetual Preferred Stock 'B(EXP)'
CIT GROUP: Moody's Rates $325MM Perpetual Preferred Stock 'B1'
CITY TOURS: Unsecureds to Recover 50% in 20 Quarterly Installments
CLARKE PROJECT: Allowed to Use Cash Collateral Through Sept. 30

CLEAR LAKE: Andersons Buying Perkinston Property for $84K
COCRYSTAL PHARMA: Removes 'Interim' Tag from Title of CFO Callan
CONCHO RESOURCES: Egan-Jones Upgrades Sr. Unsecured Ratings to BB-
CONCORDIA INTERNATIONAL: UK CMA to Continue Pricing Probe
CPI CARD: Moody's Lowers CFR to B2; Outlook Stable

CROSIER FATHERS: Case Summary & Top Unsecured Creditors
CROSIER FATHERS: Proposes Ex-Judge Hogan as Unknown Claims Rep
CROSIER FATHERS: To Keep Abuse Victims' Names Confidential
CSMC TRUST 2017-FHA1: Moody's Assigns (P)B3 Rating to Cl. B-3 Notes
DAILY HAVEN: Plan, Disclosures Hearing on July 20

DALLAS COUNTY SCHOOLS: Moody's Lowers GOLT Debt Rating to B3
DAWSON COUNTY HOSPITAL: S&P Lowers Ratings on GO Debt to 'CCC'
DYNEGY INC: Egan-Jones Raises Sr. Unsecured Ratings to B
EDIFICE GROUP: Seeks Interim Approval to Use Cash Collateral
EM LODGINGS: Needs More Time to Close Marriott Deal, File Plan

ETERNAL ENTERPRISE: Proposes to Use $27,230 to Pay A.D. Property
EXCO RESOURCES: Stockholders Elect Seven Directors
EXCO RESOURCES: Will Effect 1-for-15 Reverse Stock Split
FIDELITY & GUARANTY: Fitch Keeps 'BB' IDR on Rating Watch Evolving
GENERAL WIRELESS: U.S. Trustee Adds Cheng Pu to Creditors' Panel

GEORGINA LLC: Disclosures OK'd; Plan Hearing on July 28
GFC PROPERTIES: Valley National Opposes Cash Collateral Use
GILLESPIE OFFICE: Plan Solicitation Period Extended Until July 31
GUIDED SYSTEMS: Case Summary & 20 Largest Unsecured Creditors
GULFMARK OFFSHORE: RBS Forbearance Extended Until June 16

GYMBOREE CORP: Bank Debt Trades at 55% Off
GYMBOREE CORP: Misses June 1 Interest Payment on Senior Notes
H-D ACQUISITION: E. Woodruff to Get Monthly Payments in Two Years
HALKER CONSULTING: Case Summary & 15 Unsecured Creditors
HALKER CONSULTING: Seeks Cash Access Until Aug. 31

HAWAIIAN AIRLINES: Fitch Revises Outlook to Pos & Affirms B+ IDR
HELLBENDER BREWING: Has $200K Equity Infusion from Dr. Evans
HERTZ CORP: Moody's Rates $1-Bil. 2nd Lien Notes Due 2022 'B1'
HHGREGG INC: Committee Taps Bingham Greenebaum as Local Counsel
HHGREGG INC: Committee Taps Cooley LLP as Lead Counsel

HHGREGG INC: Committee Taps Province Inc. as Financial Advisor
HHGREGG INC: Seeks Authority to Destroy Customer Receipts
HHGREGG INC: Taps Ogletree as 'Ordinary Course' Labor Counsel
HOOVER GROUP: Delayed Audit Delivery Credit Negative, Moody's Says
HRG GROUP: Fitch Revises Rating Watch on B IDR to Evolving

HUNT OIL: S&P Affirms 'BB-' CCR on Revised Cash Flow Projections
IHEARTCOMMUNICATIONS INC: Extends Private Offers to Noteholders
IHEARTCOMMUNICATIONS INC: Extends Private Term Loan Offers
III EXPLORATION: Needs Time to Settle Environment Issues, File Plan
ILLINOIS: S&P Lowers Rating on Appropriation Debt to 'BB+'

INTERNATIONAL BRIDGE: Can Continue Using Cash Until June 30
INTERNATIONAL SHIPHOLDING: Egan-Jones Withdraws 'B' Ratings
INTERNATIONAL SHIPHOLDING: Set to Exit Chapter 11 Bankruptcy
JEFFREY L. MILLER: Plan Outline Okayed, Plan Hearing on July 19
JOE'S PLACE: Case Summary & 20 Largest Unsecured Creditors

JT TRANSIT: 1% Recovery for Unsecured Creditors Under Plan
JVJ PHARMACY: EZ RX Reduces Funding of Unsecured Account to $100K
KDA GROUP: Discloses Dispute with Hertz Gateway in Latest Plan
KDA GROUP: Plan Confirmation Hearing on June 29
LCM LIMITED XV: Moody's Assigns Ba3(sf) Rating to Cl. E-R Notes

LONE PINE MOTEL: Cash Use Motion Mooted by Case Dismissal
LOUISIANA PELLETS: Disclosure Statement Hearing Set for June 27
MALIBU LIGHTING: Files Chapter 11 Plan of Liquidation
MANUGRAPH AMERICAS: Case Summary & 20 Largest Unsecured Creditors
MCDERMOTT HOLDINGS: Moody's Assigns B2 Corporate Family Rating

MEMPHIS LOUIE: Plan and Disclosures Hearing on June 29
MIG, LLC: Pursues Sale of Assets to Shenton Park for $72 Million
MINI MASTER: G.I.S. Buying Ford Pickup Trucks for $1.5K
MINI MASTER: Gutierrez Buying Two Hauling Trucks for $10K
MINI MASTER: Melendez Buying Ford F-70 C-5T for $1K

MINI MASTER: San Miguel Buying GMC Sierra PK-171 for $1K
MOLONEY ELECTRIC: Bids for Machinery & Equipment Due June 29
MONACO MOTEL: Cash Use Motion Mooted by Case Dismissal
MURDOCK EMPIRE: June 20 Plan Confirmation Hearing
MURPHY OIL: Egan-Jones Upgrades Sr. Unsecured Ratings to BB-

NAB HOLDINGS: Moody's Affirms B2 CFR & Rates $715MM Secured Debt B2
NAB HOLDINGS: S&P Lowers CCR to 'B' on Debt-Funded Acquisition
NATIVE GAMES: Exclusive Plan Filing Period Extended to July 29
NAVISTAR INTERNATIONAL: Extends NPA Purchase Expiration to 2018
NEIMAN MARCUS : Bank Debt Trades at 11% Off

NEWFIELD EXPLORATION: Fitch Affirms BB+ Long-Term IDR
NUVERRA ENVIRONMENTAL: David Hargreaves Appointed to Committee
OAKRIDGE HOLDINGS: Hires Bradley Hennen as Special Counsel
ONSITE TEMP: Names Morris Anderson's Tim Shaffer as CRO
OUTSIDE PLANT: Unsecured Creditors to Recoup 25.6% Under New Plan

PALATIAL INVESTMENT: July 11 Disclosure Statement Hearing
PANDA TEMPLE: Claim Filing Deadline Set for June 28
PANDA TEMPLE: Proposes Plan to Exit Chapter 11 Protection
PARK HOTELS: Egan-Jones Lowers Sr. Unsecured Ratings to BB+
PEN INC: CEO Holds 31% of Class A Common Stock as of May 23

PEN INC: Ronald Berman Owns 14% Class A Shares as of May 23
PETSMART INC: Bank Debt Trades at 6% Off
PITTSFIELD DEVT.: $16M Offer for 33% of Building to Open Auction
PLAIN LEASING: Wants to Use Bank's Cash Collateral Through July 31
POSITRON CORP: Gets Court Approval of Plan to Exit Bankruptcy

PRESCOTT VALLEY: Hires Globic Advisors as Tabulation Agent
QUALITY CONSERVATION: Hires EisnerAmper as Accountant
QUANTUM CORP: Appoints CapriVentures CEO to Board of Directors
QUANTUM CORP: Swings to $3.64 Million Net Income for Fiscal 2017
QUANTUM CORP: Will Hold Annual Meeting on August 23

QUOTIENT LIMITED: Incurs $85 Million Net Loss for Fiscal 2017
RACKSPACE HOSTING: Fitch Keeps Repriced Term Loan Rating at BB+
RACKSPACE HOSTING: Incremental Loan No Impact on Moody's B1 CFR
RAIN TREE HEALTHCARE: Names John Edward Brown as Accountant
REAM PROPERTIES: Second Amended Disclosure Statement Filed

REBUILTCARS CORP: Has Interim Approval to Use AFC Cash Collateral
REBUILTCARS CORP: Has Interim Nod to Use Cash Through June 28
ROOT9B HOLDINGS: Partners With Chertoff to Raise Growth Capital
ROOT9B HOLDINGS: Reschedules Annual Meeting to July 19
RUBY RED: U.S. Trustee Unable to Appoint Committee

SCOTT SWIMMING: Allowed to Continue Using Cash Until June 30
SCRS ACQUISITION: Moody's Assigns B3 Corporate Family Rating
SEACOR HOLDINGS: Fitch Plans to Withdraw Ratings on June 30
SEACOR HOLDINGS: S&P Affirms Then Withdraws 'B-' CCR
SEADRILL LIMITED: Q1 Revenue Down 15% to $569 Million

SECURUS HOLDINGS: S&P Rates Proposed $150MM Facility 'BB'
SHRI NATHJI: Case Summary & 3 Unsecured Creditors
SIGNET JEWELERS: Fitch Lowers IDR to 'BB'; Outlook Stable
SMART MODULAR: Moody's Hikes CFR to B3, Outlook Positive
SOLID LANDINGS: Case Summary & 20 Largest Unsecured Creditors

SOUTHWESTERN ENERGY: Egan-Jones Upgrades Sr. Unsec. Ratings to BB-
SOUTHWESTERN STEEL: Unsecureds to Get One-Time Full Payment
SPD LLC: Allowed to Continue Using Cash Collateral Through Sept. 1
SPECTRUM HEALTHCARE: Allowed to Continue Using Cash Collateral
SPI ENERGY: Falls Short of Nasdaq Minimum Bid Price Requirement

SPI ENERGY: Will Sell UK Solar Project to Capital Stage AG
STARR PASS: Disclosure Statement Hearing on July 28
STEPHCHRIS OF MISSOURI: Full Payment in 45 Months for Unsecureds
STRONGHOLD ASSET: Hires New Wealth as Real Estate Broker
SUPERIOR INDUSTRIES: Moody's Assigns B2 Corporate Family Rating

SWANKE HAYDEN: Unsecured Creditors Won't Get Paid Under Plan
SWIM SEVENTY: Hires Neubert Pepe as Counsel
TAR HEEL: Trustee Selling Tanks and Equipment to Raymer for $5K
TCC GENERAL: Wants Cash Access Until Plan Confirmation
TENNESSEE SEAFOOD: Sale of All Assets to LJS for $320K Approved

TERRACE MANOR: Latest Plan Revises Classification of Claims
TIDEWATER INC: U.S. Trustee Unable to Appoint Committee
TIFARO GROUP: Case Summary & 24 Largest Unsecured Creditors
TKC HOLDINGS: Moody's Lowers CFR to B3; Outlook Stable
TRI POINTE HOMES: Moody's Raises CFR to Ba3; Outlook Stable

TURNBERRY/MGM GRAND: Unsecureds to be Paid in Full Under Plan
U.S. STEEL CANADA: Chapter 15 Case Summary
U.S. STEEL CANADA: Seeks U.S. Recognition of Bedrock Deal
UNILIFE CORP: Taps Protiviti as Financial Advisor
UNILIFE CORP: U.S. Trustee Forms 2-Member Committee

UNITED CORP: Amends Plan to Disclose New Deal with Global Granites
UPLIFT RX: Hires PwC Corporate Finance as Financial Advisor
VANGUARD NATURAL: Disclosure Statement to 2nd Amended Plan Okayed
VANTIV INC: Egan-Jones Hikes Sr. Unsecured Ratings to BB
VFH PARENT: Moody's Lowers Rating on Second Lien Notes to B2

WASHINGTON PRIME: Moody's Affirms Ba1 Preferred Stock Rating
WESTAK INC: Hires Campeau Goodsell as Bankruptcy Counsel
WESTECH CAPITAL: June 29 Plan Confirmation Hearing
WHAA LLC: Case Summary & 4 Unsecured Creditors
WILLIAMS SEAFOOD: Case Summary & Unsecured Creditor

WILLISTON PARKS: S&P Lowers Rating on 2012A Revenue Bonds to 'B'
WOW ORTHODONTICS: Amends Liquidation Analysis
WTE S&S AG: Allowed to Continue Using Cash Collateral Until July 31
XEROX CORP: Egan-Jones Lowers Sr. Unsecured Ratings to BB
[*] Mark Naughton Joins Tiger Capital as Senior General Counsel

[*] Robert Gordon Joins Jenner & Block's Bankruptcy Practice
[^] BOND PRICING: For the Week from May 29 to June 2, 2017

                            *********

1018 MORRIS PARK: Case Summary & 2 Unsecured Creditors
------------------------------------------------------
Debtor: 1018 Morris Park Ave. Realty Inc.
        1767 Central Ave #375
        Yonkers, NY 10710

Case No.: 17-11524

Business Description: The Company's principal assets are
                      located at 1018 Morris Park Ave. Bronx, NY
                      10460.

Chapter 11 Petition Date: June 2, 2017

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

Judge: Hon. Sean H. Lane

Debtor's Counsel: Norma E. Ortiz, Esq.
                  ORTIZ & ORTIZ, LLP
                  32-72 Steinway Street, Suite 402
                  Astoria, NY 11103
                  Tel: (718) 522-1117
                  Fax: (718) 596-1302
                  E-mail: email@ortizandortiz.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Manuel B. Vidal Jr., president.

A copy of the Debtor's list of two unsecured creditors is available
for free at http://bankrupt.com/misc/nysb17-11524.pdf

The petition is available for free at:

    http://bankrupt.com/misc/nysb17-11524_Apetition.pdf


5 STAR INVESTMENT: Trustee Selling Indiana Property for $370K
-------------------------------------------------------------
Douglas R. Adelsperger, Trustee of 5 Star Investment Group, LLC,
and affiliates, asks the U.S. Bankruptcy Court for the Northern
District of Indiana to authorize the private sale to GPH, LLC of
real estate: (i) commonly known as 1711 S. Carlisle Street, South
Bend, St. Joseph County, Indiana for $12,100; (ii) commonly known
as 1232 S. 31st Street, South Bend, St. Joseph County, Indiana for
$21,600 ("5 Star Group Real Estate"); (iii) commonly known as 2641
Prescott Drive, Mishawaka, St. Joseph County, Indiana $51,600; (iv)
commonly known as 1127 Parkway, South Bend, St. Joseph County,
Indiana for $29,600; (v) commonly known as 1811 E. McKinley Avenue,
South Bend, St. Joseph County, Indiana for $57,600; (vi) commonly
known as 721 E. 5th Street, Mishawaka, St. Joseph County, Indiana
for $23,600; (vii) commonly known as 811 Carlton Street, Mishawaka,
St. Joseph County, Indiana for $29,100; (viii) commonly known as
709 S. Sheridan, South Bend, St. Joseph County, Indiana for
$12,100; (ix) commonly known as 732 S. Illinois Street, South Bend,
St. Joseph County, Indiana for $12,100; (x) commonly known as 2807
Millburn Boulevard, Mishawaka, St. Joseph County, Indiana for
$21,600 ("5 Star V Real Estate"); (xi) commonly known as 906 W.
Indiana, Elkhart, Elkhart County, Indiana for $27,600; (ii)
commonly known as 227 E. LaSalle Avenue, Mishawaka, St. Joseph
County, Indiana for $31,600; (xii) commonly known as 607 Rush
Street, South Bend, St. Joseph County, Indiana for $12,100 ("5 Star
III Real Estate"); (xiii) commonly known as 3022 Pleasant Street,
South Bend, St. Joseph County, Indiana for $32,600; and (xiv)
commonly known as 1629 Nash Street, South Bend, St. Joseph County,
Indiana for $12,100 ("5 Star II Real Estate") ("Real Estate").

On March 23, 2016, the Court entered its Order Granting Motion for
Joint Administration, consolidating the Debtors' Bankruptcy Cases
for purposes of administration only.

On June 24, 2016, the Court entered its Agreed Order Granting
Trustee's Motion for Substantive Consolidation, substantively
consolidating the Debtors' bankruptcy cases for all postpetition
matters and purposes, effective as of the Petition Date, and
deeming that all assets and liabilities of the bankruptcy cases to
be consolidated into one bankruptcy estate, to be administered in
accordance with the Bankruptcy Code under the jurisdiction of the
Court ("Consolidated Bankruptcy Estate").

On July 21, 2016, the Court entered Order Granting Application to
Employ Tiffany Group Real Estate Advisors, LLC as the Bankruptcy
Estates' Broker, authorizing the employment of Tiffany Group Real
Estate Advisors, LLC as real estate brokers with respect to the
sale of real estate in these bankruptcy cases.  Pursuant to the
agreement between the Trustee and Tiffany Group approved by the
Court.

Tiffany Group is entitled to receive a commission of 5% of the
total purchase price for all sales that were obtained solely
through the efforts of the Tiffany Group.

Prior to the Petition Date, on Nov. 5, 2015, the U.S. Securities
Exchange Commission ("SEC") filed a complaint against the Debtors'
sole owner, Earl D. Miller, 5 Star Capital Fund, LLC and 5 Star
Commercial, LLC, in the United States District Court for the
Northern District of Indiana, Hammond Division ("SEC Action").  In
its complaint, the SEC alleged that Miller, 5 Star Capital Fund,
and 5 Star Commercial defrauded at least 70 investors from whom
they raised funds of at least $3,900,000.  Additionally, on Nov. 5,
2015, the SEC obtained an ex parte Temporary Restraining Order,
asset freeze and other emergency relief in the SEC Action.

On the Petition Date, 5 Star Investment Group, LLC was the sole
owner of 5 Star Group Real Estate.

On the Petition Date, 5 Star Investment Group V, LLC was the sole
owner of 5 Star V Real Estate.

On the Petition Date, 5 Star Investment Group III, LLC was the sole
owner of 5 Star III Real Estate.

On the Petition Date, 5 Star Investment Group II, LLC, was the sole
owner of 5 Star II Real Estate.

The Real Estate is subject to various tax liens for delinquent real
estate taxes that have accrued for 2014 through 2016, and real
estate taxes that will accrue for 2017.  The Real Estate may also
be subject to various sewage liens for delinquent sewage fees that
have accrued for 2014 through 2016, and sewage fees that will
accrue for 2017.  The Real Estate is also subject to various
Investor Mortgages.

On May 15, 2017, pursuant to the sole efforts of the Tiffany Group,
the Trustee entered into the Purchase Agreement for the sale of the
Real Estate to the Purchasers for $387,000.  The Purchase Agreement
provides for the sale of the Real Estate, free and clear of all
liens, encumbrances, claims and interests.  It also provides that
any portion of the Tax Lien that represent delinquent real estate
taxes, including real estate taxes that have accrued for 2014
through 2016, will be paid in full at closing.  In addition, the
Purchase Agreement provides that any portion of the Tax Lien that
represents real estate taxes for 2017 will be prorated as of the
date immediately prior to the date of closing.  Further, it
provides that any other special assessment liens, utilities, water
and sewer charges and any other charges customarily prorated in
similar transactions will be prorated as of the date immediately
prior to the date of closing.

Finally, the Purchase Agreement provides for separate closings for
each parcel of the Real Estate, with each parcel of Real Estate
being purchased by separate land trust.  The Closings for the Real
Estate will occur on a rolling basis, with all closing to occur
within 60 days of the entry of an order approving the Motion.

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

     http://bankrupt.com/misc/5_Star_784_Sales.pdf

Although the Trustee is still in the process of liquidating the
assets of the Consolidated Bankruptcy Estate, it appears that the
assets will fall short of paying the plethora of claimants.
Unfortunately, under these circumstances, no distribution method
can possibly compensate all the investors/creditors fully for their
losses.  In order to ensure the fair and equitable treatment of all
investors/creditors in these bankruptcy cases, the Trustee proposes
to sell all real estate free and clear of investor mortgages, with
the liens to attach to the proceeds until further order of the
Court.

The Trustee anticipates that the resolution of how the funds should
be distributed will be raised in the future pursuant to either a
chapter 11 plan and/or separate actions.  At such time, all parties
can be heard on how the proceeds from the sale of the Real Estate
secured by the Investor Mortgages should be distributed.

The Trustee submits that the proposed sale pursuant to the Purchase
Agreement will accomplish a "sound business purpose" and will
result in the maximized value for the Real Estate.  The Trustee
believes, based on the advice of the Tiffany Group, that the
purchase price of $387,000 reflects the combined fair market value
of the Real Estate, and it therefore maximizes recovery.

Accordingly, the Trustee asks the Court to enter an Order
authorizing him, on behalf of the Consolidated Bankruptcy Estates,
to (i) sell the Real Estate to the Purchaser pursuant to the terms
and conditions of the Purchase Agreement free and clear of all
liens, encumbrances, claims and interests; (ii) disburse from the
sale proceeds, first to pay the costs and expenses of the sale,
including the commission owed to Tiffany Group, second to pay all
real estate taxes and assessments outstanding and unpaid at the
time of the sale, including the Tax Lien, and third to pay the
prorated portions for any other special assessment liens,
utilities, water and sewer charges and any other charges
customarily prorated in similar transactions; and (iii) retain the
excess proceeds from the sale until further order of the Court.

The Trustee asks the Court to waive the requirements of Bankruptcy
Rule 6004(h) in order to allow the Trustee to timely and
expeditiously consummate the proposed sale.

The Purchaser can be reached at:

          GPH, LLC
          111 E. 3rd St., #152
          Mishawaka, IN 46546

                  About 5 Star Investment Group

5 Star Investment Group, LLC, and its 10 affiliates sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D.
Ind. Lead Case No. 16-30078) on Jan. 25, 2016.  5 Star estimated
its assets at up to $50,000 and its liabilities between $1 million
and $10 million.  The Debtor's counsel is Katherine C. O'Malley,
Esq., at Cozen O'Connor, in Chicago, Illinois.

The cases are assigned to Judge Harry C. Dees, Jr.

On Feb. 29, 2016, Douglas R. Adelsperger was appointed as Chapter
11 trustee in each of the bankruptcy cases.

On March 23, 2016, the Court entered an order consolidating the
bankruptcy cases for purposes of administration only.


5K CAR STORE: Case Summary & 16 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: 5K Car Store, Inc.
        a New Mexico Corporation
        7301 Central Ave NE
        Albuquerque, NM 87108

Type of Business: 5K Car is a small business Debtor as
                  defined in 11 U.S.C. Section 101(51D) and
                  is engaged in the business of automobile
                  dealership.  The Company posted gross
                  revenue of $2.07 million for 2016 and
                  gross revenue of $3.16 million for 2015.

Chapter 11 Petition Date: June 2, 2017

Case No.: 17-11456

Court: United States Bankruptcy Court
       District of New Mexico (Albuquerque)

Debtor's Counsel: James T. Burns, Esq.
                  Jason M. Cline, Esq.
                  ALBUQUERQUE BUSINESS LAW, P.C.
                  1801-B Rio Grande Blvd NW
                  Albuquerque, NM 87104
                  Tel: 505-246-2878
                  Fax: 505-246-0900
                  E-mail: james@abqbizlaw.com
                          lharris@abqbizlaw.com;
                          jcline@abqbizlaw.com;

Total Assets: $1.58 million

Total Liabilities: $2.04 million

The petition was signed by Marc Powell, president.

A copy of the Debtor's list of 16 unsecured creditors is available
for free at http://bankrupt.com/misc/nmb17-11456.pdf


8281 MERRILL ROAD: Case Summary & 12 Unsecured Creditors
--------------------------------------------------------
Debtor: 8281 Merrill Road A, LLC
        110 SE 6th St. Suite 1700
        Fort Lauderdale, FL 33301

Business Description: The Debtor's principal assets are located at
                      8281 Merrill Road Jacksonville, FL 32277.

Chapter 11 Petition Date: June 2, 2017

Case No.: 17-17027

Court: United States Bankruptcy Court
       Southern District of Florida (Fort Lauderdale)

Judge: Hon. Raymond B Ray

Debtor's Counsel: Brett D Lieberman, Esq.
                  MESSANA, P.A.
                  401 E Las Olas Blvd # 1400
                  Ft Lauderdale, FL 33301
                  Tel: (954) 712-7427
                  E-mail: blieberman@messana-law.com
                          tmessana@messana-law.com

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

Estimated Liabilities: $1 million to $10 million

The petition was signed by Tim O'Brien, manager of manager.

A copy of the Debtor's list of 12 unsecured creditors is available
for free at http://bankrupt.com/misc/flsb17-17027.pdf


ACOSTA INC: Bank Debt Trades at 7% Off
--------------------------------------
Participations in a syndicated loan under Acosta Inc. is a borrower
traded in the secondary market at 92.79 cents-on-the-dollar during
the week ended Friday, May 19, 2017, according to data compiled by
LSTA/Thomson Reuters MTM Pricing.  This represents an increase of
0.21 percentage points from the previous week.  Acosta Inc pays 325
basis points above LIBOR to borrow under the $2.06 billion
facility. The bank loan matures on Sept. 26, 2021 and carries
Moody's B2 rating and Standard & Poor's B rating.  The loan is one
of the biggest gainers and losers among 247 widely quoted
syndicated loans with five or more bids in secondary trading for
the week ended May 19.


AFFATATO 1 SERVICES: Has Interim Nod on Cash Use Through July 26
----------------------------------------------------------------
Judge Karen S. Jennemann of the U.S. Bankruptcy Court for the
Middle District of Florida authorized Affatato 1 Services, LLC, to
use cash collateral until July 26, 2017 on an interim basis.

The Debtor is authorized to use cash collateral to pay: (a) amounts
expressly authorized by the Court, including payments to the U.S.
Trustee for quarterly fees; (b) the current and necessary expenses
set forth in the budget, plus  an amount not to exceed 10% for each
line item; and (c) such additional amounts as may be expressly
approved in writing by Wells Fargo Bank, N.A.

To the extent of its security interest in cash collateral, Wells
Fargo Bank will have a perfected post-petition lien against cash
collateral to the same extent and with the same validity and
priority as its prepetition lien, without the need to file or
execute any document as may otherwise be required under applicable
non-bankruptcy law.

As additional adequate protection to Wells Fargo Bank:

   (a) The Debtor will pay to Wells Fargo Bank monthly payments of
$8,799, allocated as follows: (i) as to Loan #42, $8,319.90; and
(ii) as to Loan #26, $497.10.

   (b) The Debtor will timely perform all obligations of a
debtor-in-possession required by the Bankruptcy Code, Federal Rules
of Bankruptcy Procedure and the orders of the Court.

   (c) The Debtor will grant to Wells Fargo Bank access to its
business records and premises for inspection.

   (d) The Debtor will maintain insurance coverage for its property
in accordance with the obligations under the loan and security
documents with Wells Fargo Bank.

   (e) The Debtor will provide Wells Fargo Bank, the following:

         -- An accounts receivables report for the period
requested;

         -- An expense register for the period requested;

         -- A budget-to-actual report for the period requested;
and

         -- All documents and disclosures as required by the loan
documents governing the Debtor and Wells Fargo Bank's
relationship.

A full-text copy of the Order, dated May 30, 2017, is available at
https://is.gd/g67X15

                    About Affatato 1 Services

Based in Apopka, Florida, Affatato 1 Services, LLC filed a Chapter
11 petition (Bankr. M.D. Fla. Case No. 17-01425) on March 6, 2017.
Francisco Affatato, chief executive officer, signed the petition.
In its petition, the Debtor estimated $1 million to $10 million in
both assets and liabilities.  Aldo G. Bartolone, Jr., Esq., at
Bartolone Law, PLLC, serves as bankruptcy counsel.  

The Debtor hired Ruben Toro, CPA as accountant; and Soldnow, LLC,
as an auctioneer in connection with the sale of its inventory and
warehouse located at 2072 Sprint Boulevard, Apopka, Florida.

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


AFFYMETRIX INC: Egan-Jones Withdraws 'B' Sr. Unsecured Ratings
--------------------------------------------------------------
Egan-Jones Ratings, on May 19, 2017, withdrew the 'B' local
currency and foreign currency rating commercial paper issued by
Affymetrix Inc.

Affymetrix, Inc. is a provider of life science products and
molecular diagnostic products that enable parallel analysis of
biological systems at the gene, protein and cell level.


ALERIS INTERNATIONAL: S&P Affirms 'B' CCR; Outlook Negative
-----------------------------------------------------------
S&P Global Ratings affirmed its 'B' corporate credit rating on
Aleris International Inc. and revised its outlook to negative from
stable.

At the same time, S&P affirmed its 'B' issue-level rating on the
company's 9.5% $800 million senior secured notes and S&P's 'B-'
issue level rating on its 7.875% $500 million senior unsecured
notes.  S&P's '3' recovery rating on the senior secured notes
reflects its expectation for meaningful (50% to 70%; rounded
estimate: 55%) recovery prospects in the event of a payment
default.  S&P's '5' recovery rating on the senior unsecured notes
reflects its expectations for modest (10% to 30%; rounded estimate:
10%) recovery prospects in the event of a payment default.

"The negative outlook reflects our expectation that credit metrics
will remain stretched over the next 12 months due to continued
debt-financed capital spending," said S&P Global Ratings credit
analyst Michael Ohneck.  Aleris has been investing heavily in its
auto body sheet (ABS) capabilities in its Lewisport, Ken.,
facility, which has caused adjusted debt to EBITDA to rise above
what S&P had anticipated.

The negative outlook reflects Aleris' weakened credit measures due
to debt-financed capital spending and the potential for credit
measures to further deteriorate if the company does not achieve
earnings expectations from its expanded Lewisport facility, which
is expected to open in the fourth quarter of this year.  The
negative outlook takes into account our expectations that adjusted
debt to EBITDA will be in the 8x to 8.5x range over the next 12
months.

A downgrade in the next 12 months could occur if either adjusted
debt to EBITDA were above 8.5x or EBITDA interest coverage were
below 1.5x on a sustained basis.  This could occur if a setback in
the Lewisport facility caused additional debt-financed capital
spending or if market conditions weakened such that the Lewisport
facility does not achieve S&P's EBITDA growth expectations.

Although less likely, S&P could consider revising the outlook to
stable if adjusted debt to EBITDA were sustained below 8x.  This
could be the result of the Lewisport facility generating
higher-than-expected incremental EBITDA, or a better-than-expected
pricing environment for aluminum.


ALEX KODNEGAH: Wants to Move Plan Solicitation Period to April 2018
-------------------------------------------------------------------
Alex Kodnegah, Inc. asks the U.S. Bankruptcy Court for the Southern
District of California to extend the exclusive period to solicit
acceptances to its proposed Chapter 11 Plan from May 31, 2017, to
April 4, 2018.

The Court will conduct a hearing to consider extension of the
Debtor's exclusive solicitation period on July 6, 2017 at 2:00
p.m.

The Debtor's goal in this bankruptcy proceeding is, with the
Court's approval, to:

     -- either sell or refinance its real property located at 1229
Hollister Ave., San Diego, CA 92154; and

     -- pay all approved claims filed herein from the proceeds of
such sale or refinance.

Any refinancing may result from the Debtor entering into a joint
venture regarding the real property.

The Debtor has timely filed a redlined version of its proposed
disclosure statement and plan dated March 30, 2017, together with a
non-redlined version thereof and set a hearing for April 6 for the
Court to determine whether the disclosure statement and plan is
sufficient to be sent to all impaired creditors together with a
ballot for each such creditor to vote on acceptance of the Plan.
However, the hearing has been continued by the Court to allow time
for an evidentiary hearing as to the value of the Debtor's real
property, which hearing is set for June 27, 2017.

                       About Alex Kodnegah

Alex Kodnegah, Inc., filed for Chapter 11 bankruptcy protection
(Bankr. S.D. Calif. Case No. 16-04846) on Aug. 5, 2016.  The
petition was signed by Alex Kodnegah, president.  The case is
assigned to Judge Margaret M. Mann.  At the time of the filing, the
Debtor estimated its assets at $1 million to $10 million and debts
at $100,000 to $500,000.

The Debtor is represented by Bruce R. Babcock, Esq., at the Law
Office of Bruce R. Babcock.


ALLCORP INC: Heartland Bank to Get Monthly Payment of $3K
---------------------------------------------------------
Allcorp, Inc., has filed with the U.S. Bankruptcy Court for the
Eastern District of Arkansas its proposed plan to exit Chapter 11
protection.

Under the plan of reorganization, Heartland Bank will receive a
monthly payment of $3,000 on account of its Class 1 secured claim
for the period September 2017 to August 2022, with interest at
3.25% per annum.   

The plan also proposes to make a balloon payment of $1,128,049.42
to the bank.  Class 1, which is allowed in the amount of $1.125
million, is impaired.

Payments under the plan will be funded by the sale of controlling
interests in Allcorp, the continued operation of the company or the
sale of Community State Bank.

The company owns all of CSB, an Arkansas state chartered bank.  Its
debt to Heartland is secured principally by all of the shares of
stock of CSB.

Allcorp has no general unsecured claims, according to its
disclosure statement filed on May 23.  

A copy of the disclosure statement is available for free at
https://is.gd/1TlGAo

                       About Allcorp Inc.

Based in Little Rock, Arkansas, Allcorp, Inc. is an "S" corporation
incorporated on August 24, 2010 for the purpose of acquiring all of
the shares of the former Bank of Bradley, later renamed Community
State Bank.  The Debtor is a regulated entity as a single bank
holding company under rules and regulations enforced by the Federal
Reserve.

The Debtor owns all of CSB, which is based in Bradley, Lafayette
County, Arkansas.  CSB is an Arkansas state chartered bank.  

The Debtor Inc. filed a Chapter 11 petition (Bankr. E.D. Ark. Case
No. 16-13943) on July 27, 2016.  Alexander P. Golden, IV,
president, signed the petition.  In its petition, the Debtor
estimated $1 million to $10 million in assets and liabilities.

Judge Phyllis M. Jones presides over the case.  Stanley V. Bond,
Esq., at Bond Law Office, represents the Debtor as bankruptcy
counsel.  The Debtor hired Robert R. Redfern, CPA, PA, to provide
tax preparation services.

No official committee of unsecured creditors has been appointed.


ALLCORP INC: Heartland Plan Sells CSB Stock to Pay Creditors
------------------------------------------------------------
Heartland Bank has filed a Chapter 11 plan of liquidation for
Allcorp, Inc., which proposes to pay claims from the sale of the
company's shares in Community State Bank.

Under the liquidating plan, Allcorp's shares in CSB will be sold to
pay creditors including Heartland, the only secured creditor of the
company based on its bankruptcy schedules.

Heartland filed a proof of claim in the amount of $1,319,788.59 on
account of the loan it provided to the company.  Allcorp, which has
10,000 shares of stock in CSB, pledged the stock as collateral to
secure the loan.

Allcorp's liquidating plan proposes to pay the bank's allowed Class
1 secured claim in full from the net proceeds of the sale of the
stock.  The distribution to Heartland will be up to an amount equal
to all remaining principal, accrued interest, late charges, costs
and legal fees.  Class 1 is impaired.

Meanwhile, Class 2, which consists of equity interests in the
common stock of Allcorp, will be extinguished.  Equity interest
holders will be paid any proceeds remaining after all claims senior
to the equity interests are paid in full.  Class 2 is impaired.

According to the proposed plan, DD&F Consulting Group Inc., the
firm proposed by Heartland to market and sell the stock, will
conduct a public sale.  

The firm may also sell the stock by private sale upon agreement
between the bank and the liquidating agent who will be appointed
under the plan, according to Heartland's disclosure statement filed
on May 23 with the U.S. Bankruptcy Court for the Eastern District
of Arkansas.

A copy of the disclosure statement is available for free at
https://is.gd/nhrL6U

                       About Allcorp Inc.

Based in Little Rock, Arkansas, Allcorp, Inc. is an "S" corporation
incorporated on August 24, 2010 for the purpose of acquiring all of
the shares of the former Bank of Bradley, later renamed Community
State Bank.  The Debtor is a regulated entity as a single bank
holding company under rules and regulations enforced by the Federal
Reserve.

The Debtor owns all of CSB, which is based in Bradley, Lafayette
County, Arkansas.  CSB is an Arkansas state chartered bank.  

The Debtor Inc. filed a Chapter 11 petition (Bankr. E.D. Ark. Case
No. 16-13943) on July 27, 2016.  Alexander P. Golden, IV,
president, signed the petition.  In its petition, the Debtor
estimated $1 million to $10 million in assets and liabilities.

Judge Phyllis M. Jones presides over the case.  Stanley V. Bond,
Esq., at Bond Law Office, represents the Debtor as bankruptcy
counsel.  The Debtor hired Robert R. Redfern, CPA, PA, to provide
tax preparation services.

No official committee of unsecured creditors has been appointed.


AMERICAN AIRLINES: Term Loan Re-pricing No Impact on Fitch BB- IDR
------------------------------------------------------------------
Fitch Ratings does not expect the planned re-pricing of American
Airlines, Inc.'s senior secured term loan B, due in October of
2021, to impact the company's ratings or the loan. American's
Long-Term Issuer Default Rating (IDR) is 'BB-'/Outlook Stable.
Fitch rates the term loan 'BB+/RR1'.

American is in the process of re-pricing its existing $735 million
term loan B due in 2021. The facility is secured by take-off and
landing slots, foreign gate leaseholds and route authorities, used
to provide service between London Heathrow and various markets in
the U.S. The re-pricing will not affect the key provisions, the
collateral, or the maturity of the loan. American also maintains a
$1,025 million revolver secured by the same collateral. The
revolver will remain unchanged.  

The 'BB+/RR1' rating on the term loan is based on Fitch's recovery
analysis, which reflects a scenario in which a distressed
enterprise value is allocated to the various debt classes in a
going-concern scenario. The 'RR1' Recovery Rating reflects Fitch's
belief that secured creditors would receive superior recovery based
on an estimate of American's distressed enterprise value. In a
going-concern scenario (which Fitch considers the most likely
scenario), recovery values are supported by the underlying
collateral's strategic importance to American Airlines Group, Inc.
(AAL). London Heathrow represents a key business market and is
especially important to American's partnership with British
Airways. The scarceness of available slots at Heathrow underpins
the value of this collateral package.

American's 'BB-' Long-term IDR is supported by the strong financial
results that American has posted since its merger with U.S. Airways
and concurrent emergence from bankruptcy. Fitch expects continued
solid financial results from American over the intermediate term
based on a stable domestic travel environment, moderate fuel costs,
and the benefits of the company's on-going integration and fleet
renewal processes.

AAL's sizable liquidity balance is also supportive of the ratings.
As of March 31, 2017, AAL had a total unrestricted cash and
short-term investments balance of $6.7 billion plus $2.4 billion in
undrawn revolver capacity, equal to 23% of LTM revenue.

The 'BB-' rating also incorporates the risks in American's credit
profile, including a significant debt balance and expectations for
leverage to be somewhat high for the rating over the next two
years, heavy capital requirements in 2017, rising wages, and
shareholder focused cash deployment.

KEY ASSUMPTIONS

Fitch's key assumptions within the rating case for American
include;

-- Capacity growth in the low single digits through the forecast
    period.
-- Continued moderate economic growth in the U.S. over the near
    term, translating into stable demand for air travel;
-- Jet Fuel prices equating to roughly $55/barrel on average for
    2017, increasing to approximately $65/barrel by the end of the

    forecast period.
-- Moderate annual RASM growth throughout the forecast period.

RATING SENSITIVITIES

Positive Rating Sensitivities for the corporate rating include:

-- Adjusted leverage sustained below 4x;
-- Funds from operations (FFO) fixed charge coverage sustained
    around 3x;
-- Free cash flow generation above Fitch's base case expectation;

Future actions that may individually or collectively cause Fitch to
take a negative rating action include:

-- Adjusted debt/EBITDAR sustained above 4.5x;
-- EBITDAR margins deteriorating into the low double-digit range;
-- Shareholder focused cash deployment at the expense of a
    healthy balance sheet.
-- Liquidity sustained below 15% of LTM revenue

Fitch currently rates American as follows:

American Airlines Group Inc.
-- Long-Term IDR 'BB-';
-- Senior unsecured notes 'BB-/RR4'.

American Airlines, Inc.
-- Long-Term IDR 'BB-';
-- Senior secured credit facilities 'BB+/RR1'.


AMERICAN CONTAINER: Renasant Bank Objects to Disclosure Statement
-----------------------------------------------------------------
Renasant Bank, successor by merger to Merchants & Farmers Bank,
filed with the U.S. Bankruptcy Court for the Western District of
Tennessee an objection to American Container, Inc.'s disclosure
statement dated April 21, 2017, referring to the Debtor's plan of
reorganization.

On Dec. 12, 2012, the Debtor, through its president, Steve M.
Harris and Secretary, Mary B. Harris, executed a Commercial
Promissory Note in the amount of $2,231,600, for the ultimate
benefit of Renasant Bank.  To secure the indebtedness due under the
Note, Renasant Bank obtained a first valid and perfected lien
encumbering certain real property located at 8530 W. Sandidge Road,
Olive Branch, in Desoto County, Mississippi, as well as
improvements on the property, which include the 144,000 sq. ft.
manufacturing facility of ACI, as well as a separate assignment of
leases and rents.

As of the Petition Date, the Debtor was indebted to Renasant Bank
pursuant to the Note in the amount of $2,111,008.36.

Renasant Bank complains that both the Disclosure Statement and the
Chapter 11 Plan of Reorganization filed simultaneously appear to
force a contractual relationship between Renasant Bank and D&D
Packaging, Inc., which is principally owned by an insider to the
Debtor.  Reserving that and other "confirmation issues" for an
ultimate hearing regarding the Plan, the Disclosure Statement is
nevertheless deficient in several other respects and should not be
approved as drawn, Renasant Bank says.  

Renasant Bank complains that, among others:

     -- the Disclosure Statement fails to attach the "Lease
        Purchase Agreement" between the Debtor and D&D or
        otherwise provide the critical terms and conditions of
        same.  Without its attachment and inclusion of salient
        portions thereof, it's impossible for the Court, Renasant
        Bank or any other hypothetical creditor to have sufficient

        information to determine what effect it will have on the
        Plan which mirrors the same terms of the Disclosure
        Statement;

     -- it is unclear whether the Debtor is to remain an obligor
        under the Note, be released from its liability under the
        pre-petition loan documents, be substituted in that regard

        by D&D or whether both entities will effectively by "joint

        obligors" of the pre-petition indebtedness due Renasant
        Bank.  Notwithstanding the clear statutory prohibition
        from forcing a creditor to assume a new obligor, the
        language of the Disclosure Statement is simply not clear
        what the Debtor's and D&D's liability to the Bank will be
        post-confirmation;

     -- if there is a post-confirmation default, the Disclosure
        Statement is similarly silent about what effects the Plan
        may have on Renasant Bank's recourse against the Debtor,
        D&D and the guarantors who executed the guaranties; and

     -- the Disclosure Statement also fails to attach any
        documents or otherwise provide Renasant Bank with any
        information necessary to determine D&D's financial
        wherewithal to cure the arrearage under the Note and
        otherwise maintain payments thereafter, which the
        Disclosure Statement suggests.

A copy of the Objection is available at:

         http://bankrupt.com/misc/tnwb16-26399-118.pdf

Renasant Bank is represented by:

     D. Andrew Phillips, Esq.
     James P. Wilson, Jr., Esq.
     Rosamond H. Posey, Esq.
     MITCHELL, McNUTT & SAMS, P.A.
     P.O. Box 947
     Oxford, MS 38655-0947
     Tel: (662) 234-4845
     E-mail: Aphillips@mitchellmcnutt.com
             Jwilson@mitchellmcnutt.com
             rposey@mitchellmcnutt.com

                    About American Container

American Container, Inc., filed a Chapter 11 petition (Bankr. W.D.
Tenn. Case No. 16-26399) on July 15, 2016.  The petition was signed
by Steve Harris, president.  The Debtor is represented by Russel W.
Savory, Esq., at Beard & Savory, PLLC.  The case is assigned to
Judge Paulette J. Delk.  The Debtor disclosed total assets at $2.55
million and total debts at $4.30 million at the time of the
filing.

The Office of the U.S. Trustee disclosed in a court filing that no
official committee of unsecured creditors has been appointed in
the Chapter 11 case of American Container, Inc.


AMERICAN CONTAINER: US Trustee Tries to Block Disclosures Approval
------------------------------------------------------------------
The U.S. Trustee for Region 8 filed with the U.S. Bankruptcy Court
for the Western District of Tennessee an objection to American
Container, Inc.'s disclosure statement dated April 21, 2017,
referring to the Debtor's plan of reorganization.

The Debtor's Disclosure Statement, according to the U.S. Trustee,
does not contain adequate information, regarding the Debtor's
financial affairs.  The U.S. Trustee objects to the adequacy of the
Debtor's proposed Disclosure Statement on these nonexclusive
grounds:

     -- the Disclosure Statement does not provide adequate
        information about the Class 8 Unsecured Claims.  The
        Disclosure Statement fails to detail the total amount of
        Unsecured claims and the estimated payment amount to the
        class.  So that unsecured creditors will understand the
        treatment that they will receive, the Plan should be
        amended to append a graph of Class 4 creditors showing: 1)

        name of each creditor; 2) amount of each creditor's
        allowed claim; and 3) total pro rata amount to be
        distributed to each creditor; and

     -- the Disclosure Statement does not provide adequate
        information about the financial arrangement between the
        Debtor and D&D Packaging, Inc.  The Debtor's Disclosure
        Statement merely provides that plan will be implemented by

        "the lease and sale of Debtor's real estate and payments
        made to or behalf of the Debtor by D&D Packaging and the
        proceeds and income derived therefrom."  This does not
        provide sufficient information for a hypothetical investor

        to determine if the D&D Packaging will be able to make
        payments, what the agreement is between the Debtor and D&D

        Packaging regarding payments, whether the Debtor expects
        to derive any income from any agreement between the Debtor

        and D&D Packaging.  It is impossible to determine the
        reasonableness or feasibility of the Plan without further
        information about proposed post-confirmation operations
        and relationship between the Debtor and D&D Packaging.

A copy of the Objection is available at:

          http://bankrupt.com/misc/tnwb16-26399-119.pdf

                    About American Container

American Container, Inc., filed a Chapter 11 petition (Bankr. W.D.
Tenn. Case No. 16-26399) on July 15, 2016.  The petition was signed
by Steve Harris, president.  The Debtor is represented by Russel W.
Savory, Esq., at Beard & Savory, PLLC.  The case is assigned to
Judge Paulette J. Delk.  The Debtor disclosed total assets at $2.55
million and total debts at $4.30 million at the time of the
filing.

The Office of the U.S. Trustee disclosed in a court filing that no
official committee of unsecured creditors has been appointed in
the Chapter 11 case of American Container, Inc.


AMERICAN RENAL: Moody's Assigns B2 Rating to Secured Loans
----------------------------------------------------------
Moody's Investors Service assigned a B2 rating to American Renal
Holdings, Inc.'s amended and extended senior secured credit
facilities. There is no change to American Renal's B2 Corporate
Family Rating, B2-PD Probability of Default Rating, or SGL-2
Speculative Grade Liquidity Rating. The outlook is stable.

The refinancing improves liquidity by extending the maturity of the
revolver to 2022 from March 2018. Moreover, it will provide
American Renal with $1-2 million of interest expense savings per
annum.

Ratings assigned:

Senior secured revolving credit facility expiring 2022, B2 (LGD 3)

Senior secured term loan B due 2024, B2 (LGD 3)

Ratings to be withdrawn upon close:

Senior secured revolving credit facility expiring 2018 at B2 (LGD
3)

Senior secured term loan B due 2019 at B2 (LGD 3)

RATINGS RATIONALE

American Renal's B2 Corporate Family Rating reflects the company's
high financial leverage, aggressive new clinic opening strategy,
and modest free cash flow. The rating also reflects the company's
modest size and Moody's expectation that it will use
internally-generated cash to fund the development of new clinics.
Finally, the rating reflects the company's sole focus on the
dialysis services marketplace and its high concentration of
revenues from government based programs.

The rating benefits from the company's strategy of developing
clinics in partnership with practicing nephrologists. This has
aligned the interests of the company and its physician partners who
are a key source of patient referrals. It also results in the
fairly rapid maturation of newly developed centers. The rating also
reflects the relatively stable business profile characterized by
increasing incidences of end stage renal disease and the medical
necessity of the service provided.

The stable outlook reflects Moody's expectation that American
Renal's credit metrics will be challenged in the near-term by
shifts in payor mix and reimbursement pressure. It also reflects
Moody's belief that the company will use future cost savings and
continued new clinic growth to mitigate the earnings impact of the
above-noted headwinds.

The SGL-2 Speculative Grade Liquidity Rating, indicating good
liquidity, reflects American Renal's sizeable cash balance and the
availability of a $100 million committed revolving credit facility
undrawn at close.

The ratings could be upgraded if American Renal expands its revenue
and earnings, geographically diversifies its clinic base, and
strengthens its credit metrics. Specifically, the company would
need to sustain adjusted debt to EBITDA below 4.5 times to be
upgraded.

The ratings could be downgraded if the company undertakes material
debt-funded acquisitions, or sustains debt to EBITDA above 6.5
times. A downgrade could also result if the company experiences a
deterioration in liquidity, or fails to improve free cash flow.

American Renal is a provider of outpatient dialysis services to
patients with chronic kidney failure. At March 31, 2017, American
Renal operated 217 centers in 25 states and the District of
Columbia. The centers are jointly owned with nephrologists. The
company is 58% owned and controlled by private equity sponsor
Centerbridge Partners, L.P. Revenues are approximately $755
million.

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


ARUBA PETROLEUM: Unsecureds to Get Full Payment Under Plan
----------------------------------------------------------
Aruba Petroleum Inc. filed with the U.S. Bankruptcy Court for the
Eastern District of Texas a disclosure statement dated May 22,
2017, referring to the Debtor's plan of reorganization dated May
22, 2017.

Class 7 Allowed Unsecured Claims of Non-Litigation Claimants are
impaired.  All Class 7 Allowed claims will be paid in full in two
equal monthly installments commencing on the Effective Date.

Class 8 Allowed Unsecured Claims of Litigation Creditors are not
impaired.  The Debtor is presently involved in two litigation
matters: Melissa and Jay Gribble v. Aruba; and B. J. Waters, Bill
Waters, Jerry Pohlmann, Brack Rhodes and Kim Rhodes v Aruba.  If
the Gribble and Waters claimants obtain allowed claims they will be
paid in full their allowed claims within 30 days.

The Debtor anticipates the use of the cash on hand and the
continued operations of the business to fund the Plan.

The Disclosure Statement is available at:

        http://bankrupt.com/misc/txeb16-42121-132.pdf

                    About Aruba Petroleum

Aruba Petroleum, Inc., sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. E.D. Tex. Case No. 16-42121) on Nov. 22,
2016.  The petition was signed by James Poston, president.  At the
time of the filing, the Debtor disclosed liabilities totaling $4.67
million.

Eric A. Liepins, P.C., serves as lead counsel to the Debtor.  Ben
K. Barron, Esq., of the Law Office of Ben Barron and Keith Bradley,
Esq., of Bradley Law Firm, serve as special counsel to the Debtor.


ATKINS NUTRITIONALS: Moody's Assigns B1 CFR; Outlook Stable
-----------------------------------------------------------
Moody's Investors Service assigned a B1 Corporate Family Rating
("CFR") and a B1-PD Probability of Default Rating to Atkins
Nutritionals Holdings, Inc. Moody's also assigned B1 ratings to the
company's proposed $200 million senior secured term loan B and $75
million revolving credit facility, and an SGL-1 Speculative Grade
Liquidity Rating for the company. The outlook is stable.

"Atkins' ratings are constrained by its small scale, niche product
offering, and a concentrated distribution channel concentration,"
said Dan Altieri, Assistant Vice President and Moody's lead analyst
for the company. "The company's solid operating performance, strong
credit metrics and very good liquidity profile position the company
well at the B1 rating," added Altieri.

Proceeds from the proposed term loan, along with equity contributed
by Conyers Park Acquisition Corp. ("Conyers") and other third party
investors, will be used to fund the purchase of a majority stake in
the company, repay existing debt of Atkins Nutritionals Holdings
II, Inc., and pay related transaction fees. Selling shareholders
will maintain approximately 15% ownership of the company.

Moody's took the following rating actions:

Issuer: Atkins Nutritionals Holdings, Inc.

Corporate Family Rating, Assigned B1

Probability of Default Rating, Assigned B1-PD

$200 million senior secured term loan B due 2024, Assigned B1
(LGD4)

$75 million senior secured revolving credit facility due 2022,
Assigned B1 (LGD4)

Speculative Grade Liquidity Rating, Assigned SGL-1

Outlook, Stable

The following ratings for Atkins Nutritionals Holdings II, Inc.
will be withdrawn upon closing of the proposed transaction:

Issuer: Atkins Nutritionals Holdings II, Inc.

Corporate Family Rating, B2

Probability of Default Rating, B2-PD

$255 million first lien term loan due 2019, B1 (LGD3)

$20 million revolving credit facility due 2018, B1 (LGD3)

$100 million second lien term loan due 2019, Caa1 (LGD5)

Outlook, Stable

RATINGS RATIONALE

Atkins' B1 CFR broadly reflects the company's small scale, its
niche product offering, and a highly concentrated distribution
channel, all of which serve to collectively constrain the rating.
The rating also reflects Moody's expectation of potential
debt-funded acquisitions, wherein the company capitalizes on
current embedded balance sheet flexibility to realize faster
(inorganic) growth. The rating is supported by solid pro-forma
credit metrics, including modest leverage and strong interest
coverage. Moody's estimates lease-adjusted leverage pro-forma for
the proposed transaction will be around 3.1 times, and interest
coverage (EBIT/Interest Expense) will be around 5.3 times. The
rating also recognizes Atkins' strong brand recognition in the low
carbohydrate niche of the weight management sector, and the
company's good liquidity profile that is supported in part by
modest capital investment requirements and Moody's expectation for
positive free cash flow generation of at least $30 million
annually.

The stable rating outlook reflects Moody's expectation of revenue
growth in the low-to-mid single-digit percent range over the next
12-24 months, and modest margin improvement resulting from ongoing
efforts to manage costs. Credit metrics should improve modestly
from current levels, with leverage settling in the high 2 times
range, and meaningful free cash flow generation. Moody's current
forecast does not explicitly assume future acquisitions, although
the agency believes there is potential for such transactions, which
could impact the company's credit profile.

Ratings could be upgraded if Atkins is able to sustain earnings
growth and meaningfully increase its scale, with more diversity in
its product offerings and distribution channels. An upgrade would
also require leverage to be maintained around 3 times or lower,
along with an expectation that financial policies would continue to
support key credit metrics sustained around current levels and a
very good liquidity profile.

Ratings could be downgraded if weaker than anticipated operating
performance or aggressive financial polices erode the free cash
flow and broader liquidity profile, with leverage and/or interest
coverage deteriorating from current levels.

The principal methodology used in these ratings was Global Packaged
Goods published in January 2017.

Atkins Nutritionals Holdings, Inc. is headquartered in Denver,
Colorado. The company sells a variety of nutrition bars and shakes
in the United States and internationally through mass
merchandisers, club stores, grocery stores, and drug retailers. In
addition, the company licenses its frozen meals business through an
exclusive license agreement with Bellisio Foods. Upon closing of
the proposed transaction, the company will be majority owned by the
public shareholders of Conyers Park Acquisition Corp. Total
pro-forma adjusted net sales for the twelve-month period ended
February 25, 2017 were approximately $382 million.


BASS PRO: Bank Debt Trades at 3% Off
------------------------------------
Participations in a syndicated loan under Bass Pro Group LLC is a
borrower traded in the secondary market at 97.06
cents-on-the-dollar during the week ended Friday, May 19, 2017,
according to data compiled by LSTA/Thomson Reuters MTM Pricing.
This represents a decrease of 0.52 percentage points from the
previous week.  Bass Pro pays 350 basis points above LIBOR to
borrow under the $2.97 billion facility. The bank loan matures on
Nov. 14, 2023 and carries Moody's B1 rating and Standard & Poor's
B+ rating.  The loan is one of the biggest gainers and losers among
247 widely quoted syndicated loans with five or more bids in
secondary trading for the week ended May 19.


BCP RAPTOR: Fitch Assigns First Time BB- Long-Term IDR
------------------------------------------------------
Fitch Ratings has assigned BCP Raptor, LLC (BCP Raptor) -- doing
business as EagleClaw Midstream Ventures, LLC -- an initial
Long-Term Issuer Default Rating (IDR) of 'BB-'. Fitch has also
assigned a 'BB/RR2' rating to BCP Raptor's proposed $1.25 Billion
Senior Secured Term Loan.

On April 17, 2017, EagleClaw Midstream Ventures, LLC (EagleClaw)
and its financial sponsor, EnCap Flatrock Midstream (EnCap),
announced that they have entered into a binding agreement to sell
EagleClaw to funds managed by Blackstone Energy Partners (BEP) and
Blackstone Capital Partners for approximately $2 billion.
Blackstone Energy Partners is the energy-focused private equity
business of Blackstone (BX). The all-cash transaction is expected
to close by the end of July 2017. BCP Raptor will be the issuer of
the senior secured term loan and will wholly own EagleClaw, which
will be the operating subsidiary and a guarantor to the term loan.

BCP Raptor is proposing to issue $1.25 billion senior secured term
loan due 2024 along with a $100 million super priority revolving
credit facility due 2022 to be used to support working capital
needs. Blackstone along with management will be investing $882
million of equity at closing and $203 million in the form of a
mandatory additional equity commitment, which will be supported by
a "first demand" letter of credit. Substantially all of the present
and after-acquired assets of BCP Raptor and EagleClaw will secure
the term loan (on a first priority basis, subject to customary
permitted liens).

BCP Raptor's ratings are reflective of Fitch's expectation for
volume growth across BCP Raptor's Delaware Basin gathering and
processing system leading to profitability growth, and reasonable
deleveraging through 2019. This volume ramp is currently supported
by 17 active rigs currently operating across BCP Raptor dedicated
acreage, and expectations for continued production growth from
acreage dedicated counterparties.

Concerns are focused on high initial leverage and the possibility
that volumes will not materialize in the amount projected, weighing
on profitability. BCP Raptor is also subject to heavy competitive
risks given the low barriers to entries into the gathering and
processing space and significant competing midstream infrastructure
nearby BCP Raptor's operating territory. Additional concerns
include BCP Raptor's limited size and scale, customer concentration
risk given two customers are expected to make up roughly 50% of
volumes in the near term and the potential for commodity price
weakness to weigh on BCP Raptor's revenues, which while largely
fixed do have some commodity price exposure.

The 'BB/RR2' rating for the Senior Secured Term Loan is reflects of
superior recovery prospects for the term loan in case of default.
The 'RR2' reflects expectations for recovery of around 71% to 90%
of current principal and related interest.

The Rating Outlook is Stable.

KEY RATING DRIVERS

Supportive Sponsor: Fitch believes that BCP Raptor will benefit
from a supportive sponsor in Blackstone, which will control the
board. All material decisions will require Blackstone's consent.
The ratings consider that Blackstone will provide the an additional
equity commitment of $203 million that has been pledged to the
company and must be funded by July 1, 2019 and will fund 100% of
capital investment and debt service through completion of BCP
Raptor/EagleClaw's planned expansion through 2019. Fitch believes
that this additional equity commitment will provide BCP Raptor
significant financial flexibility and alleviates near term concerns
(2017 - 2019) around BCP Raptor's ability to meet all of its
near-term financial commitments.

Additionally, Blackstone owns exploration and production (E&P)
companies operating in the region, Primexx Energy Partners and
Jetta Operating Company with significant undedicated acreage. This
should provide operational support to BCP Raptor's gathering and
processing system. In fact, one of Blackstone's E&P companies
(Primexx) has, since Blackstone's purchase of EagleClaw, dedicated
35,000 acres to BCP Raptor's system

Volume Growth: Fitch's ratings are predicated on expected growth in
system volumes over the next three years for BCP Raptor/Eagleclaw's
operations. This represents, in Fitch's view, the biggest risk to
the entity's credit profile. Currently, there are 17 active rigs
working on BCP Raptor/EagleClaw's dedicated acreage, representing
over 35% of the rig activity in the Delaware basin, which is the
most active basin in the U.S. with 49 active rigs. Fitch does
expect this rig activity to be a leading indicator for volume
growth across the system and that this volume growth should support
revenue, profitability and cash flow growth and lead to
deleveraging.

High Leverage: Leverage is expected to be high in 2017, into 2018
as the company enters into the term loan associated with the
acquisition, and continues to grow system volume. Management
expects to be below its 4.5x restricted payment/debt incurrence
tests by early 2019, Fitch's base case has it happening by the 4Q
2019, after which excess cash flow can be distributed subject to
excess cash flow sweep requirements outlined in the term loan.
Fitch typically targets midstream mid-'BB' leverage for gathering
and processing issuers in the 5.0x to 5.5x range, which is just
below the estimate of 5.8x that Fitch believes BCP/EagleClaw will
hit by year end 2018.

Limited Size & Scale: BCP Raptor/EagleClaw is a small midstream
services provider in the Permian region and while it is the largest
private natural gas gathering and processing company in the
Delaware basin, it is nevertheless small and has limited business
line diversity. BCP Raptor/EagleClaw focuses mainly on gas
gathering, compression, and processing with roughly 320 MMcf/d of
current processing capacity expected to grow to 720 MMcf/d of
processing capacity by year-end 2017. Given its single basin focus,
BCP Raptor would be subject to event risk should there be some
disruption in Permian region production.

Competitive Risks: BCP Raptor operates in and around a significant
amount of existing infrastructure, which could provide a
significant amount of competition for new opportunities within BCP
Raptor's operating area. Offsetting some of the immediate
competitive risks is the 260,000 acres dedicated by its producer
counterparties to BCP Raptor's operations. BCP Raptor/EagleClaw is
the most southern and western positioned G&P operation in Reeves
county. Management believes that new entrants into EagleClaw's
region would need to undertake significant capital spending to
capture potential volumes and connect to existing takeaway and NGL
lines in order to compete. BCP Raptor/EagleClaw also has the
opportunity to leverage Blackstone relationships to accelerate
business development activities, which should also help BCP
Raptor/EagleClaw compete.

Counterparty Exposures: BCP Raptor is not reliant on a single
counterparty for the majority of its volumes, though it does have
concentrated customer exposure to Centennial Resource Development
(Not Rated by Fitch), Concho Resources (NR), and PDC Energy (NR).
All three concentrated producers have been ramping up production
across their Permian footprint, but are all relatively small
producers. Overall, BCP Raptor has volumes and acreage dedications
from a diverse set of producer customers operating within the
Permian basin. BCP Raptor/EagleClaw has long-term acreage
dedications from at least 16 producers operating in the region.
Weighted average contract life is 10.6 years and the contracts
require any associated gas production from dedicated acreage to be
gathered and processed by BCP Raptor/EagleClaw.

KEY ASSUMPTIONS

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

-- Held rig count flat through the forecast at 14.5 rigs through
    2021, with slight growth in 2022 and beyond.
-- Commodity price assumption consistent with management
    expectations of $50 oil and $3.00 NYMEX gas.
-- Capital spending inflated 15% versus management expectations.
-- Equity funding of any cash needs through the usage of $203
    million in additional equity commitment, once that commitment
    is spent any cash shortfall funding with revolver borrowings.

RATING SENSITIVITIES

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

-- A meaningful reduction in leverage, with debt/adjusted EBITDA
   of 4.5x or below on a sustained basis.

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

-- Slowdown in volume growth expected across BCP
    Raptor/EagleClaw's acreage, as evidenced by a decline in rig
    count or a moderation in daily volumes through BCP
    Raptor/EagleClaw's system.
-- Significant cost overruns on expected growth capital
    expenditures.
-- Meaningful deterioration in counterparty credit quality or a
    significant event at a major counterparty that impairs cash
    flow.
-- 2018 Leverage above 6.0x. Fitch expects leverage (Total
    Debt/EBITDA) between 5.0x and 5.5x in 2018, but falling to
    5.0x and below in 2019, should leverage be expected to be at
    or above 6.0x in 2018 without clear visibility on lowering
    leverage to closer to 5.5x Fitch would likely take negative
    rating action.
-- Significant decline in commodity prices below $50/oil;
    $3.00/gas
-- A significant change in cash flow stability profile. A move
    away from current significant majority of revenue being fee
    based. If revenue commodity price exposure were to increase
    above 25%, Fitch would likely take a negative ratings action.


LIQUIDITY

Liquidity Adequate: BCP Raptor's liquidity is expected to be
supported by a $203 million equity pledge that must be funded by
July 1, 2019, and is supported by a first-demand Letter of Credit
from an investment-grade bank. BCP Raptor will also have access to
a $100 million Senior Secured Super Priority Revolver undrawn at
transaction closing and an expected cash balance of $123 million as
of the end of the 2Q 2017. Additionally, the company will have a
$127 million funded capital expenditure and reserve account and a
six-month debt service reserve account in support of liquidity.

Maturities will be manageable with the term loan expected to have a
seven-year maturity date. The term loan will require a six-month
debt service coverage reserve, which will be funded at close and
held until consolidated net leverage falls to or below 4.5x. BCP
Raptor will be required to maintain a minimum liquidity of $25
million in the capex and interest reserve account, which may be
replenished by the Equity Commitment Letter of Credit. All of BCP
Raptor's discretionary capex needs are expected to be funded with
internal cash flow and the equity commitment.

FULL LIST OF RATING ACTIONS

Fitch has assigned the following first time ratings:

BCP Raptor, LLC
-- Long-term IDR 'BB-';
-- Senior Secured Term Loan 'BB/RR2'.

The Rating Outlook is Stable.


BELK INC: Bank Debt Trades at 14% Off
-------------------------------------
Participations in a syndicated loan under BELK, Inc. is a borrower
traded in the secondary market at 86.45 cents-on-the-dollar during
the week ended Friday, May 19, 2017, according to data compiled by
LSTA/Thomson Reuters MTM Pricing.  This represents a decrease of
1.20 percentage points from the previous week.  BELK, Inc pays 450
basis points above LIBOR to borrow under the $1.5 billion facility.
The bank loan matures on Nov. 19, 2022 and carries Moody's B2
rating and Standard & Poor's B rating.  The loan is one of the
biggest gainers and losers among 247 widely quoted syndicated loans
with five or more bids in secondary trading for the week ended May
19.


BENJAMIN AND BENT: Unsecureds to Get Monthly Payment with 5.25%
---------------------------------------------------------------
Benjamin and Bent Enterprises, LLC, filed with the U.S. Bankruptcy
Court for the District of South Carolina its first amended
disclosure statement with respect to the Debtor's first amended
plan of reorganization dated May 22, 2017.

Class VI consists of all non-priority unsecured claims.  The Debtor
proposes a distribution to Class VI unsecured creditors in an
amount equal to a pro rata share of 10% of the aggregate of the
Class IV claims, payable either in a lump sum on the Effective Date
if the Class votes to accept the Plan, or in monthly payments with
5.25% interest over 120 months.  Class V1 is impaired.

The Class IV secured claim of the Internal Revenue Service as
stated in Proof of Claim Number 2, as amended on April 26, 2017, by
Document 2-5 is a "Protective Claim".  The claim is the subject of
an "accepted but not completed Offer-In-Compromise," entered
between the Debtor and the Service in July 2016.

The Debtor is informed that the Offer-In-Compromise on which the
IRS's claim is based has been paid in full as demonstrated by the
Amended Plan.  The Debtor is informed and believes that, pursuant
to the offer in compromise, which has been paid in full, the IRS
proof of claim will be amended to reflect a $0 balance.

Accordingly, pursuant to the terms of the "Accepted
Offer-In-Compromise," payments of the claim have already been
completed.

Class IV is not impaired.

The First Amended Disclosure Statement is available at:

           http://bankrupt.com/misc/scb16-05349-83.pdf

As reported by the Troubled Company Reporter on May 2, 2017, the
Debtor's plan proposes three separate classes of unsecured
creditors:

   * Class 3 consists of the current and former landlords of B&B,
     who hold unsecured claims for past-due rent.  The Debtor
     proposes a distribution of an amount equal to a pro rata
     share of 5% of the aggregate of the Class 3 claims payable
     with 5.25% interest over 120 months. These claims are
     impaired;

   * Class 4 consists unsecured claims for credit card accounts.
     The Debtor proposes a distribution of an amount equal to a
     pro rata share of 5% of the aggregate of the Class 4 claims
     payable with 5.25% interest over 120 months. These claims are

     impaired; and

   * Class 5 consists of unsecured claims for prepetition vendor
     accounts.  The vendors involved are essential to B&B's
     continued operations due to the nature of the products
     supplied, the logistics involved in vendor's supply chains
     and localities, and other factors rendering their continued
     availability essential.  The Debtor, therefore, proposes a
     distribution of an amount equal to a pro rata share of 15% of

     the aggregate of the Class 5 claims payable with 5.25%
     interest over 120 months.  These claims are impaired.

              About Benjamin and Bent Enterprises

Benjamin and Bent Enterprises, LLC dba Rick Bent Flooring was
incorporated in 2002 by its current owner and president, L. Robert
Benjamin.  Mr. Benjamin, joined by his daughters and son-in-law,
opened Benjamin and Bent Enterprises, LLC, and started doing
business as Rick Bent Flooring, Inc.  The name RBF was chosen
because Rick Bent, Mr. Benjamin's son-in-law had been doing
business as a floor contractor under the trade name for several
years, and had developed both a good reputation in the area and a
growing book of customer and contractor contacts.  

The Debtor filed a Chapter 11 petition (Bankr. D.S.C. Case No.
16-05349), on Oct. 25, 2016.  The petition was signed by Louis
Benjamin, president.  The case is assigned to Judge John E. Waites.
The Debtor's counsel is Philip L. Fairbanks, Esq., Philip L.
Fairbanks, Esq., P.C.

At the time of filing, the Debtor estimated assets at $100,000 to
$500,000 and liabilities at $1 million to $10 million.  The
petition was signed by Louis Benjamin, president.


BEST COMPANION: U.S. Trustee Unable to Appoint Committee
--------------------------------------------------------
The Office of the U.S. Trustee on June 1 disclosed in a court
filing that no official committee of unsecured creditors has been
appointed in the Chapter 11 case of Best Companion Homecare
Services, Inc.

Headquartered in North Bay Shore, New York, Best Companion Homecare
Services, Inc., filed for Chapter 11 bankruptcy protection (Bankr.
E.D.N.Y. Case No. 17-42296) on May 5, 2017, estimating its assets
and liabilities at between $100,001 and $500,000 each.  Glenn R.
Meyers, Esq., at The Meyers Law Firm serves as the Debtor's
bankruptcy counsel.


BLACK IRON: Case Summary & 5 Unsecured Creditors
------------------------------------------------
Debtor: Black Iron, LLC
        6249 West Gilbert Industrial Court
        Hurricane, UT 84737

Business Description: The company is into metal ore mining.

Chapter 11 Petition Date: June 1, 2017

Case No.: 17-24816

Court: United States Bankruptcy Court
       District of Utah (Salt Lake City)

Judge: Hon. William T. Thurman

Debtor's Counsel: Adelaide Maudsley, Esq.
                  Ralph R. Mabey, Esq.
                  KIRTON MCCONKIE P.C.
                  50 East South Temple, Suite 400
                  Salt Lake City, UT 84111
                  Tel: 801-321-4837
                  Fax: 801-321-4893
                  E-mail: amaudsley@kmclaw.com
                          rmabey@kmclaw.com

Debtor's
Special
Litigation
Counsel:          Dana T. Farmer, Esq.
                  SMITH KNOWLES P.C.

Debtor's
Accountant:       WSRP, LLC

Debtor's
General
Environmental
Permitting
Consultant:       ALYSEN D. TARRANT

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Steve L. Gilbert, manager.

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

    http://bankrupt.com/misc/utb17-24816.pdf

A copy of the petition is available for free at:

     http://bankrupt.com/misc/utb17-24816_petition.pdf


BOMBARDIER REC: Share Buyback Plan No Impact on Moody's Ba3 CFR
----------------------------------------------------------------
Moody's Investors Service commented that Bombardier Rec Products
Inc.'s (BRP) plan to buy back up to C$350 million of its shares is
credit negative but has no impact on the company's Ba3 corporate
family rating and stable outlook.

Bombardier Recreational Products Inc. is a global manufacturer of
motorized recreational products, including snowmobiles,
side-by-side vehicles, all-terrain vehicles, three-wheel
motorcycles, personal watercraft, outboard and Rotax engines.
Revenue for the last twelve months ended April 30, 2017 was C$4.2
billion.



BRISTOW GROUP: Moody's Lowers CFR to B3; Outlook Negative
---------------------------------------------------------
Moody's Investors Service downgraded Bristow Group Inc.'s Corporate
Family Rating (CFR) to B3 from B1, Probability of Default Rating
(PDR) to B3-PD from B1-PD, senior secured credit facility ratings
to B2 from Ba3, and senior unsecured notes to Caa2 from B2. The
Speculative Grade Liquidity Rating was upgraded to SGL-3 from
SGL-4. The rating outlook remains negative.

"The downgrade reflects Moody's views that Bristow will have to
contend with reduced demand from its oil and gas industry
customers, weak prices due to a global oversupply of large
helicopters, high cost structure, and adverse currency pressures
that will likely keep its leverage elevated above 7x through fiscal
2018," said Sajjad Alam, Moody's Senior Analyst.

Issuer: Bristow Group Inc.

Downgraded:

-- Corporate Family Rating, Downgraded to B3 from B1

-- Probability of Default Rating, Downgraded to B3-PD from B1-PD

-- Senior Secured Bank Credit Facility, Downgraded to B2 (LGD 3)
    from Ba3 (LGD 3)

-- Senior Unsecured Regular Bond/Debenture, Downgraded to Caa2
    (LGD 5) from B2 (LGD 5)

Upgraded:

-- Speculative Grade Liquidity Rating, Upgraded to SGL-3 from
    SGL-4

Outlook Actions:

-- Maintain Negative Outlook

RATINGS RATIONALE

Bristow's B3 CFR reflects its high financial leverage, elevated
fixed cost structure, the poor outlook for the offshore oil and gas
industry, and Moody's expectation of persistent pricing pressure
due to industry-wide helicopter overcapacity. Despite relatively
stable projected revenues from its UK Search & Rescue (SAR) and
fixed wing operations, a protracted weakness in deepwater and
ultra-deepwater markets, which has historically generated most of
Bristow's revenues, will keep Bristow's debt/EBITDA at elevated
levels through at least calendar 2018. The indefinite grounding of
H225 aircraft by certain regulatory bodies will also limit
Bristow's cash flow prospects over the next 12-18 months.
Additionally, the devaluation in the British Pound following the
Brexit referendum will weigh on earnings. Bristow's ratings are
supported by its global scale, leading market position in the
offshore helicopter services industry, long-term and non-cyclical
search and rescue (SAR) contract with the UK government, large and
modern fleet of mostly owned aircraft, contractual relationship
with a diverse group of oil and gas customers, and management's
consistent commitment to safety.

Bristow has adequate liquidity which is reflected in the SGL-3
rating. The company will generate roughly $140 million of negative
free cash flow in fiscal 2018 and will have to rely on the revolver
to fund its operations. The company also has a $46 million term
loan maturity in November 2017. As of March 31, 2017, Bristow had
$97 million of balance sheet cash and $139 million drawn under its
$400 million revolving credit facility leaving $260 million in
available borrowing capacity after accounting for a small amount of
letters of credit. Bristow is in the final stages of obtaining a
$230 million equipment financing loan from GECAS, which is expected
to close in June 2017. The company should have sufficient headroom
under its financial covenants through fiscal 2018. A significant
number of Bristow's helicopters under foreign subsidiaries are
unencumbered and could provide an alternative source of liquidity.

Bristow's senior notes were downgraded to Caa2, two notches below
the B3 CFR given the increased amount of secured debt in the
capital structure. The secured term loan and the $400 million
secured revolver are rated one notch above the CFR at B2 because of
their priority-claim to Bristow's assets in a potential default
scenario. Moody's Loss Given Default Methodology indicates a two
notch separation between the CFR and the credit facility rating.
However, Moody's believes that the assigned B2 rating is more
appropriate given that secured lenders do not have an all-asset
pledge reducing potential recoveries in the event of a default.

The negative outlook reflects poor demand prospects from the
offshore oil and gas industry through calendar 2018, uncertainty
regarding the timing and pace of market recovery, and the risks of
further deterioration in Bristow's credit metrics. A downgrade is
likely if there is a material decline in liquidity or if cash flows
fall more than anticipated. An upgrade could be considered if
revenues and margins show improving trends and the company can
sustain debt/EBITDA below 6x while maintaining adequate liquidity.

The principal methodology used in these ratings was Global Oilfield
Services Industry Rating Methodology published in May 2017.

Bristow Group Inc., headquartered in Houston, Texas, is a leading
provider of helicopter transportation services to the oil and gas
industry worldwide.


CALCEUS ACQUISITION: S&P Affirms 'B-' CCR on Improving Metrics
--------------------------------------------------------------
S&P Global Ratings affirmed its ratings on New York-based Cole
Haan, including the 'B-' corporate credit rating.  The outlook is
stable.

At the same time, S&P affirmed its 'B-' issue-level rating on the
company's $320 million first-lien term loan due in 2020.  The
recovery rating remains '4', reflecting S&P's expectation of
average (30%-50%; rounded estimate: 30%) recovery in the event of a
payment default.

"The rating affirmation reflects our expectation that Cole Haan's
credit metrics will gradually improve as it offsets softness in the
wholesale channel, department stores in particular, with robust
growth in its retail channels," said S&P Global Ratings credit
analyst Suyun Qu.  In addition, S&P believes the company will
further improve its adjusted EBITDA margin to around 16% over the
near to medium term, from around 13% in 2015, as it introduces new
product lines and increases higher-margin digital sales. Although
this should support robust EBITDA growth and subsequently
strengthen operating cash flows, S&P anticipates it will be partly
offset by weakness in the wholesale segment.  As a result, S&P
expects operating cash flow generation to be modest and largely
funding the company's expansion plans over the next 12 months.
Consequently, S&P expects only modest debt reduction, which will
temper any improvement in credit metrics.  S&P forecasts Cole
Haan's adjusted debt to EBITDA will be in the mid-5x range in
coming years, and its fixed-charge ratio will improve slightly to
the mid-1x area.

The stable outlook reflects S&P's expectation that Cole Haan's
credit metrics will gradually strengthen over the next 12 months
but remain relatively weak.  For example, S&P expects its
fixed-charge ratio to remain low, around 1.5x, and that the company
will only generate free operating cash flow (FOCF) of approximately

$10 million annually in the next two years.  This is the result of
high investment needs to develop new products and expand its
direct–to-consumer channels.  Nevertheless, S&P expects the
company to maintain a sufficient borrowing base under its
asset-based revolving credit facility, which should allow full
access during their peak borrowing season in the first and third
quarters.

S&P could consider an upgrade if the company materially grows
EBITDA, such that it improves its fixed-charge ratio to around 2x
or above.  S&P estimates this could occur if the company's current
positive operating momentum continues and EBITDA improves by about
30%.  This could also occur if it offsets industry headwinds by
gaining sustained broad customer acceptance and sustained demand
for its pipeline of new products.

S&P could lower its ratings if the company's capital structure
appears unsustainable or if liquidity deteriorates.  This could
occur if Cole Haan doesn't achieve its growth expectations, builds
inventory as a result of a hypothetical fashion miss, or wholesale
segment deterioration accelerates.  S&P would consider lowering the
rating if its EBITDA deteriorates and causes its financial metrics
to deteriorate, including its fixed charge ratio decreasing to near
1x.  S&P could also lower the ratings if the company's liquidity
becomes constrained and its borrowing base narrows, or if it cannot
generate positive free cash flow and relies on its asset-based
revolver to fund operations.


CAPITAL TRANSPORTATION: Intends to File Chapter 11 Plan by Aug. 10
------------------------------------------------------------------
Capital Transportation, Inc. requests a 60-day extension from the
U.S. Bankruptcy Court for the Southern District of Florida of the
periods within which to propose a plan of reorganization and to
solicit acceptances of such plan, through August 10, 2017 and
October 10, 2017, respectively, without prejudice to the Debtor's
right to seek additional extensions.

The Debtor submits that an extension of the Exclusive Periods is
warranted and appropriate for this case because, among others, (a)
the Debtor continues to make good faith progress towards
reorganization, and (b) the Debtor is not seeking to use
exclusivity to pressure creditors into accepting a plan they find
unacceptable. In addition, the Debtor asserts that the requested
extension will afford the Debtor a full and fair opportunity to
negotiate, propose, and seek acceptances of a Chapter 11 plan.

Absent such extension, the Debtor's initial Exclusive Filing Period
and Exclusive Solicitation Period are currently set to expire on
June 10, 2017 and August 9, 2017, respectively.

                  About Capital Transportation

Capital Transportation, Inc., sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. S.D. Fla. Case No. 17-11664) on Feb.
10, 2017.  John Camillo, president, signed the petition.  The
Debtor estimated assets of less than $500,000 and liabilities of $1
million.  David A. Ray, P.A., is serving as counsel to the Debtor.

An official committee of unsecured creditors has not yet been
appointed in the Chapter 11 case of Capital Transportation, Inc. as
of April 17, 2017, according to the court docket.


CATASYS INC: Will Increase Enrollment for OnTrak-A in Eight States
------------------------------------------------------------------
Catasys, Inc., announced that it is now receiving all of the member
data expected from a leading national health insurance plan, which
will allow the Company to fully ramp enrollment for OnTrak-A in the
eight contracted states.  OnTrak-A has already launched in six of
the eight states, which will enable rapid utilization of the new
data.  OnTrak-A contracts currently cover commercial and Medicare
members with Substance Use Disorders (SUD) in all states and
Anxiety in certain states.

The previously announced data issues on the customer's end, which
prevented Catasys from properly identifying members, have been
resolved.  The data feed from the customer had previously been
operating at what Catasys believed to be approximately 5 to 10
percent of capacity.  However, with the complete data now
available, Catasys believes the eligible lives included in this
customer's member population is approximately 50 percent higher
than anticipated.  Despite the limitations of this program over the
last year, Catasys was still able to generate $8.5 million in total
cash receipts for 2016.  Obviously, this speaks well for the coming
quarters and years.

The customer and Catasys have run a battery of tests over the past
couple of weeks to confirm that the issue is resolved and the data
feed is now operating correctly.  OnTrak-A currently covers members
in Illinois, Kansas, Missouri, New Jersey, Oklahoma and
Pennsylvania, and is in the process of launching in Texas and
Massachusetts.  With approximately 23 million medical members in
total across the U.S., this health insurance plan is currently one
of the largest OnTrak customers.

"We are excited to put this customer's data issues behind us and
start towards fully ramping enrollment for the OnTrak-A program. As
one of our largest member populations to date, we believe there is
significant revenue growth opportunity now that we have the needed
data from the customer.  We look forward to ramping the enrollment
of this population to 20% of the eligible lives," said Rick
Anderson, Catasys president and COO.

"Our relationship with this national health insurance plan remains
strong and while working through their data challenges we have
continued to build our relationship.  Just a few months ago we
announced expanding the OnTrak-A program into Texas and
Massachusetts for commercial and Medicare members suffering from
substance use disorders.  We believe that moving past the data
issues will allow us to expand the program into more states and our
other behavioral health disorders, including anxiety and
depression," continued Mr. Anderson.

Catasys' OnTrak program is designed to improve patient health while
lowering costs to the insurer for underserved populations in which
behavioral health conditions are exacerbating co-existing medical
conditions.  OnTrak has demonstrated effectiveness with a 50
percent reduction in health care costs for members enrolled in the
program as well as reductions in hospital days, ambulance usage,
emergency room visits and more thorough identification, engagement
and treatment.  Catasys currently operates programs in Florida,
Georgia, Illinois, Kansas, Kentucky, Louisiana, Massachusetts,
Missouri, New Jersey, North Carolina, Oklahoma, Pennsylvania, South
Carolina, Tennessee, Texas, Virginia, West Virginia and Wisconsin.

                       About Catasys, Inc.

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

Catasys reported a net loss of $17.93 million on $7.07 million of
revenues for the year ended Dec. 31, 2016, compared to a net loss
of $7.22 million on $2.70 million of revenues for the year ended
Dec. 31, 2015.  

As of March 31, 2017, Catasys had $2.94 million in total assets,
$47.54 million in total liabilities and a total stockholders'
deficit of $44.60 million.

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


CATCH 22 LINY: Plan Exclusivity Deadline Extended Through July 31
-----------------------------------------------------------------
Judge Robert E. Grossman of the U.S. Bankruptcy Court for the
Eastern District of New York extended Catch 22 LINY Corp.'s
exclusive period to file a plan of reorganization through and
including August 1, 2017, and the time to solicit votes on such
filed plan through and including September 30, 2017.

The Troubled Company Reporter has previously reported that the
Debtor asked the Court for 60-day extension of its exclusive
periods to avoid the premature formulation of a Chapter 11 plan at
that time in the event the Plan was not filed before May 31 and
also to preserve its exclusivity during the 300 days from the order
for relief in this case.

The bar date for filing of claims by non-government creditors had
recently passed. The Bar Date was set for March 17, 2017, for all
creditors to file a proof of claim.  The deadline for government
entities was May 31.  The Debtor was still reviewing the filed
claims, and, in particular, the claims filed by New York State, the
Internal Revenue Service, the Debtor's landlords and several
lenders and/or investors.

In addition, the Debtor was also negotiating and drafting terms of
a Plan and Disclosure Statement internally and, eventually, with
its creditors and the U.S. Trustee.  The Debtor most recently met
with parties-in-interest to discuss the proposed Plan on April 21,
2017.   

                    About Catch 22 LINY Corp.

Catch 22 LINY Corp. is a corporation incorporated under the laws of
the State of New York with a restaurant business located at 1 Main
Street and 99 Ocean Avenue, East Rockaway, New York.

An involuntary petition (Bankr. E.D.N.Y. Case No. 16-75160) was
filed against Catch 22 LINY Corp., dba Reel, under Chapter 11 of
the Bankruptcy Code on Nov. 5, 2016.  The petition was filed by
petitioners Anthony Chiodi, Willys Fish Corporation and Westbury
Fish Co., Inc.  The case is assigned to Judge Robert E. Grossman.

The Debtor is represented by Robert J. Spence, Esq., at Spence Law
Office, P.C.

The petitioners are represented by Joseph M. Mattone, Esq., at
Mattone, Mattone, Mattone, LLP.


CBAK ENERGY: Inks $9.6M Securities Purchase Pact with Investors
---------------------------------------------------------------
CBAK Energy Technology, Inc., entered into a securities purchase
agreement with certain investors, pursuant to which, the Company
agreed to issue an aggregate of 6,403,518 shares of common stock,
par value $0.001 per share of the Company to the investors, at a
purchase price of $1.50 per share, for an aggregate price of
$9,605,277.  The Securities Purchase Agreement, dated May 31, 2017,
contains customary representations and warranties of the investors.
The investors do not have registration rights with respect to the
Shares.

The issuance of the Shares to the investors was made in reliance on
the exemption provided by Section 4(a)(2) of the Securities Act of
1933, as amended, for the offer and sale of securities not
involving a public offering, and Regulation S promulgated
thereunder.  None of the Shares have been registered under the Act
and neither may be offered or sold in the United States absent
registration or an applicable exemption from registration
requirements.  This current report on Form 8-K does not constitute
an offer to sell, or a solicitation of an offer to buy, any
security and shall not constitute an offer, solicitation or sale in
any jurisdiction in which such offering would be unlawful.

                       About CBAK Energy

Dalian, China-based CBAK Energy Technology, Inc., formerly China
BAK Battery, Inc., incorporated on Oct. 4, 1999, is a holding
company.  The Company and its subsidiaries are principally
engaged in the manufacture, commercialization and distribution of
a range of standard and customized lithium ion (Li-ion)
rechargeable batteries for use in an array of applications.  The
Company's products are sold to packing plants operated by third
parties primarily for use in mobile phones and other electronic
devices.  The Company conducts its manufacturing activities in
China.

China Bank is the first China-based lithium battery company
listed in the U.S., in January 2005 (NASDAQ: CBAK).

The Company's subsidiaries include China BAK Asia Holdings
Limited (BAK Asia), Dalian BAK Trading Co., Ltd. (Dalian BAK
Trading), and Dalian BAK Power Battery Co., Ltd. (Dalian BAK
Power). Dalian BAK Trading focuses on the wholesale of lithium
batteries and lithium batteries' materials, import and export
business, and related technology consulting services.  Dalian BAK
Power focuses on the development and manufacture of high-power
lithium batteries.

China BAK reported a net loss of US$12.65 million for the year
ended Sept. 30, 2016, following net profit of $15.87 million for
the year ended Sept. 30, 2015.  As of March 31, 2017, CBAK Energy
had US$97.30 million in total assets, US$86.45 million in total
liabilities and US$10.84 million in total shareholders' equity.

Centurion ZD CPA Limited, in Hong Kong, China, issued a "going
concern" qualification on the consolidated financial statements for
the year ended Sept. 30, 2016, stating that the Company has a
working capital deficiency, accumulated deficit from recurring net
losses and significant short-term debt obligations maturing in less
than one year as of Sept. 30, 2016.  All these factors raise
substantial doubt about its ability to continue as a going concern.



CBL & ASSOCIATES: Moody's Affirms (P)Ba1 Preferred Shelf Rating
---------------------------------------------------------------
Moody's Investors Service affirmed all ratings of CBL & Associates
Limited Partnership's (CBL), including the Baa3 senior unsecured
debt rating of its operating subsidiary, CBL & Associates Limited
Partnership. The outlook was revised to negative from stable.

The following ratings were affirmed:

CBL & Associates Limited Partnership:

-- Senior unsecured debt rating at Baa3

-- Senior unsecured debt shelf at (P)Baa3

CBL & Associates Properties, Inc.:

-- LT issuer rating at Baa3

-- Senior unsecured debt shelf at (P)Baa3

-- Preferred shelf at (P)Ba1

RATINGS RATIONALE

The negative rating outlook was driven by continued pressures that
could be exacerbated by the current challenging retail environment,
especially for mall operators such as CBL with portfolios that have
average sales per square foot under $400. For the twelve months
ended March 31, 2017, CBL's stabilized mall same-center sales per
square foot was $372, a decline from $382 in the prior year.

CBL's fundamentals have weakened, including occupancy declines and
decelerating same-store NOI growth. In the first quarter 2017,
CBL's total portfolio occupancy increased to 92.1% from 91.6% at
1Q16. However, its mall portfolio occupancy declined to 90.5% from
90.9% during the same period. The REIT's portfolio same-center NOI
was also down 1% and mall same-center NOI was down 1.6%. Moody's
expects continued weakening of occupancy and NOI growth rates for
the remainder of 2017 due to potential additional tenants closures
and bankruptcies.

The affirmation of the Baa3 senior unsecured rating reflects CBL's
focus on owning the dominant mall within a market, which provides
CBL with a good tenant base and geographic diversity. The rating
affirmation also incorporates CBL's continued reduction in secured
debt levels and its well-laddered debt maturity with low
development exposure. CBL's secured debt to gross assets improved
to 27.3% at 1Q17, compared to 29.7% and 31.2% at the end of 2016
and 2015, respectively. Moreover, the rating affirmation also
reflects the stability of the management team and their good
understanding of the local market.

As a result of these concerns, Moody's expects stronger credit
metrics at the current rating level to counterbalance the portfolio
risk. A downgrade would result should net debt/EBITDA be closer to
7.0x or debt + preferred as a % gross assets exceeding 60%.
Negative rating pressure could also emerge if secured debt as a %
of gross assets exceed 30% or fixed charge coverage fall below 2.5x
on a sustained basis. Furthermore, continued negative operating
trends and, particularly, continued adverse developments in the
retail space would also put pressure on the ratings.

An upgrade is unlikely given the negative outlook. However, longer
term, a positive rating action would reflect improved asset quality
(as measured by mall sales per square foot above $450 on average)
and sustained positive operating trends. Net Debt/EBITDA below 6x,
fixed charge coverage above 3x and secured debt below 20% of gross
assets would also be needed.

CBL & Associates Properties, Inc. [NYSE: CBL] is a retail REIT
headquartered in Chattanooga, Tennessee. CBL owns, holds interests
in or manages 125 properties, including 82 regional malls/open-air
centers. The properties are located in 27 states as of March 31,
2017.

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


CEDAR FAIR: Egan-Jones Lowers Sr. Unsecured Ratings to BB
---------------------------------------------------------
Egan-Jones Ratings, on May 19, 2017, downgraded the local currency
and foreign currency senior unsecured ratings on debt issued by
Cedar Fair LP to BB from BB+.

Cedar Fair, L.P. is an operator of regional amusement parks.  The
Company operates within a segment of amusement/water parks with
accompanying resort facilities.



CHARLES A. KNIGHT: Files Amended Chapter 11 Liquidation Plan
------------------------------------------------------------
Charles A. Knight Inc. filed with the U.S. Bankruptcy Court for the
Eastern District of Michigan a first amended combined disclosure
statement and plan of liquidation.

Under the amended liquidation plan, class 6 consists of the general
unsecured claims.  This class, which is made up of the undersecured
portion of the claim of Trenton Gas Property LLC, as well as the
wholly-undersecured claims of Pantall-Gallup Properties LLC (about
$148, 191.25), S Abraham & Sons Inc. (about $ 11,264.96), and
Trenton Gas Inc. (about $49,203.11), along with all scheduled
unsecured claims as well as unsecured claims and unsecured portions
of claims evidenced by the proofs of claim filed in this case,
shall be paid at Closing from available funds after payment of all
preceding Classes. This class is impaired.

The previous version of the plan stated that general unsecured
claimants are under class 4 and will not be paid.

The Debtor reasonably believes that its sale of assets will
generate sufficient funds to satisfy its obligations under the
Plan. Other sources of cash may be explored and utilized by the
Debtor to the extent that such cash infusions are necessary to meet
the obligations of the Plan.

A copy of the Amended Disclosure Statement is available at:

     http://bankrupt.com/misc/mieb16-54642-62.pdf

                 About Charles A. Knight

Charles A. Knight Inc., which conducts business under the name
Charlie Knight's Marathon Service, is a Michigan corporation,
which
owns a convenience store and gas station located at  3610 West
Road, in Trenton, Michigan.  The Debtor was formed in 1984.

The Debtor filed a Chapter 11 petition (Bankr. E.D. Mich. Case No.
16-54642), on Oct. 27, 2016.  The petition was signed by Charles
A.
Knight, president.  

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

The case is assigned to Judge Phillip J. Shefferly.  Peter Steven
Halabu, Esq., at Halabu Law Group, P.C. represents the Debtor.
The
Debtor hired Kohut Law Group PLLC as sale consultant.


CHARLES STREET: In Active Negotiations with Secured Creditor
------------------------------------------------------------
Charles Street African Methodist Episcopal Church of Boston filed
with the U.S. Bankruptcy Court in Massachusetts its latest
disclosure statement, which explains its proposed plan to exit
Chapter 11 protection.

The church disclosed in the document that it is in "active
negotiations" with Tremont, a secured creditor, regarding the
treatment of its claims under the restructuring plan.

According to the church, the amount of Tremont's Class 3 secured
claim will be up to $450,000.  Meanwhile, the church estimated the
amount of Tremont's Class 8 deficiency claim to be between $100,000
and $492,000.

An earlier version of the disclosure statement estimated the amount
of Class 3 secured claim at $100,000, and the amount of Class 8
deficiency claim at $350,000.  

The latest disclosure statement also contains more details of the
church's operations and its objections to the proof of claim filed
by OneUnited Bank.  

A copy of the first amended disclosure statement dated May 23 is
available for free at:

                      https://is.gd/rJaw3Z

                      About Charles Street

Charles Street African Methodist Episcopal Church --
http://www.csrrc.org/-- is located in Roxbury, Massachusetts.  Its
mission is to advocate for the needs of community residents and to
strengthen individuals, families, and the community by providing
social, educational, economic, and cultural services.

The Debtor filed for Chapter 11 protection (Bankr. D. Mass. Case
No. 12-12292) on March 20, 2012, to prevent its lender, OneUnited
Bank, from foreclosing on a $1.1 million loan and auctioning off
the church.

The Debtor estimated both assets and debts of between $1 million
and $10 million.

The Debtor is represented by the Boston firm Ropes & Gray LLP,
which is working free of charge.  The Debtor tapped AlixPartners,
LLP as restructuring advisor, and Steven G. Elliott as commercial
and residential real estate appraiser for purposes of providing
expert appraisal testimony.

David S. Williams, CEO of Deloitte Financial Advisory Services LLP,
was appointed examiner.


CHICAGO, IL: S&P Cuts Rating on 2008/2013 MFT Revenue Bonds to BB+
------------------------------------------------------------------
S&P Global Ratings lowered its long-term rating and underlying
rating (SPUR) to 'BB+' from 'BBB-' on Chicago, Ill.'s outstanding
motor fuel tax (MFT) revenue bonds, series 2008 and 2013, and the
city's Transportation Infrastructure Finance and Innovation Act
(TIFIA) drawdown loan.  S&P has also placed the ratings on the
bonds on CreditWatch with negative implications.

"We lowered the ratings given our recent downgrade of the state of
Illinois' appropriation bond rating to 'BB+' from 'BBB-'," said S&P
Global Ratings credit analyst Carol Spain.  Since an appropriation
by the state is needed to annually release the pledged MFT revenues
to the city, the rating can be no higher than the state's
appropriation rating.  The state appropriated MFT revenues in its
stopgap 2017 budget.  However, during fiscal 2016, MFT revenues
were delayed until well into the fiscal year due to the state's
budget impasse, and the city planned to make payments from
available funds on hand to avert a default as a result of the
delay.  The city has been receiving MFT revenues without delay or a
reduction since December 2015.  S&P continues to believe the state
will adhere to its statutory distribution formula that insulates
revenues pledged to the bonds from its budgetary stress. However,
S&P also believes the risk of a disruption is somewhat greater with
the state's overall fiscal condition experiencing more acute levels
of distress.

The aforementioned debt is secured by two types of special tax
revenues: MFT revenues received from the state and additional city
revenues, which is revenue collected from activities along the
city's Riverwalk project.  The rating reflects S&P's view that
annual appropriation risk from the state is a compelling rating
factor, particularly in light of the state's continued budget
pressures.

"The CreditWatch reflects our view of the state's creditworthiness,
and the rating on these bonds will move in tandem absent any
strengthening of state statutes to protect the timely dissemination
of MFT revenues from state budgetary pressures, thereby
neutralizing annual appropriation risk," said Ms. Spain, "and it
also reflects our view of the vulnerability of debt service
payments to late state appropriation risk." Consequently, S&P could
lower the rating further if the state's appropriation rating is
lowered.


CHICO HEALTH: Unsecureds to Get Full Payment in Cash Under Plan
---------------------------------------------------------------
Chico Health Imaging, LLC, filed with the U.S. Bankruptcy Court for
the Eastern District of California a disclosure statement to
accompany the Debtor's plan of reorganization dated May 23, 2017.

Each holder of Class 3 General Unsecured Claims -- estimated at
$185,000 -- will be paid in cash it pro rata share of the Creditor
Fund after payment of Allowed Class 2 Priority Unsecured Claims.
Except to the extent that a holder of an Allowed General Unsecured
Claim agrees to less favorable treatment, each creditor with an
Allowed General Unsecured Claim, will, in full and final
satisfaction of the claim, be paid in full in cash its pro rata
share of the Creditor Fund after payment of Allowed Class 2
Priority Unsecured Claims on the latest of: (i) 30 days after the
Effective Date, as soon thereafter as is practical; (ii) the date
as may be fixed by the Court, or as soon thereafter as is
practicable; (iii) the 14th Business Day after the General
Unsecured Claim is Allowed, or as soon thereafter as is
practicable; or (iv) the date as the holder of General Unsecured
Claim and Debtor or Reorganized Debtor, as applicable, have agreed
or will agree.

On the Effective Date, without any further action by Debtor or
Reorganized Debtor, all of the Debtor's assets will vest in
Reorganized Debtor and these events will occur in this sequence:

     1. the NSR Counter-Claims will be assigned to Kenneth Woolley
and Robert Woolley;

     2. the Woolley Agreement will be consummated.

     3. the Creditor Fund will be funded with the Woolley Funding
Amount; and

     4. if not previously terminated, the 401(K) Plan will be
deemed terminated as provided for in the Chico Health Imaging, LLC
4012(K) Profit Sharing Plan Safe Harbor Notification to Eligible
Employees, dated Nov. 12, 2015.  To the extent necessary, the
individual to be deemed substitute trustee will be authorized to
execute any documents necessary to complete the termination but
will not be deemed substituted as a trustee for any other purposes.
All vested 401(k) plan accounts will be distributed to the
eligible employees as provided for therein.

The Disclosure Statement is available at:

           http://bankrupt.com/misc/caeb17-20247-222.pdf

As reported by the Troubled Company Reporter on April 28, 2017, the
Debtor previously filed a Chapter 11 plan of reorganization that
proposes to pay creditors through a settlement of claims against
its principals.  The agreement proposed that Robert Woolley,
Kenneth Woolley and four others would be released from possible
claims tied to their management of or involvement in the company in
exchange for a payment of $250,000 from the principals.  The
settlement funds would be used to pay claims of creditors allowed
under the proposed plan.

                   About Chico Health Imaging

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

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

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

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


CIT GROUP: Fitch to Rate Perpetual Preferred Stock 'B(EXP)'
-----------------------------------------------------------
Fitch Ratings has assigned an expected rating of 'B(EXP)' to CIT
Group Inc.'s (CIT) perpetual preferred securities.

The preferred securities are expected to be subordinate to existing
and future indebtedness but senior to common units. Distributions,
when and if declared by the board of directors, will be payable
semi-annually until June 15, 2022, after which distributions will
be payable quarterly. Distributions on the preferred units are
non-cumulative. Unless distributions have been declared on the
preferred units, CIT may not declare or pay distributions on its
common units. The preferred units are perpetual in nature, but may
be redeemed, at CIT's option, five years after issuance. Proceeds
from the issuance are expected to be used for general corporate
purposes, including funding share repurchases.

KEY RATING DRIVERS

SUBORDINATED DEBT AND OTHER HYBRID SECURITIES

The preferred stock is expected to be rated four notches lower than
CIT's Viability Rating (VR) of 'bb+', in accordance with Fitch's
'Global Bank Rating Criteria' dated Nov. 25, 2016. The preferred
stock rating includes a combined four notches for loss severity
given the securities' deep subordination in the capital structure
and non-performance given that the coupon of the securities is
non-cumulative and fully discretionary.

RATING SENSITIVITIES
SUBORDINATED DEBT AND OTHER HYBRID SECURITIES

CIT's preferred stock rating is primarily sensitive to downward
changes in CIT's VR. An upward change in CIT's VR would not
necessarily lead to a change in the preferred stock rating, as
downward notching for preferred stock increases to five from four
for 'bbb-' and higher rated issuers, in accordance with Fitch's
'Global Bank Rating Criteria' dated Nov. 25, 2016. For more
information on CIT's VR sensitivities, please see Fitch's press
release on CIT, dated Nov. 29, 2016.

Fitch has assigned the following expected rating:

CIT Group Inc.
-- Preferred stock 'B (EXP)'.

Existing ratings for CIT are as follows:

CIT Group Inc.
-- Long-Term IDR 'BB+';
-- Short-Term IDR 'B';
-- Viability Rating 'bb+';
-- Senior unsecured debt 'BB+';
-- Revolving credit facility 'BB+';
-- Support Rating '5';
-- Support Rating Floor 'NF'.

CIT Bank, N.A.
-- Long-Term IDR 'BB+';
-- Short-Term IDR 'B';
-- Viability Rating 'bb+';
-- Long-term deposit rating 'BBB-';
-- Short-term deposit rating 'F3';
-- Support Rating '5';
-- Support Rating Floor 'NF'.

The Rating Outlook is Stable.


CIT GROUP: Moody's Rates $325MM Perpetual Preferred Stock 'B1'
--------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to CIT Group's $325
million non-cumulative perpetual preferred stock. The preferred
issuance has no effect on CIT's other ratings, including its Ba2
senior unsecured rating and the Baa2 long-term deposit rating of
subsidiary CIT Bank N.A. The outlook for CIT's ratings is stable.

RATINGS RATIONALE

Moody's rating of the preferred shares follows normal notching from
CIT's Ba2 senior unsecured rating and reflects the securities'
junior priority of claim in CIT's capital structure. The preferred
stock has no stated maturity date and will be perpetual unless
redeemed at CIT's option. Dividends on the preferred stock will not
be cumulative. CIT will use proceeds from the transaction for
general corporate purposes, including capital distribution to
shareholders.

Capital distributions will modestly weaken CIT's strong capital
position. After selling its aircraft leasing business for $10.4
billion in April, CIT redeemed $5.8 billion of long-term debt and
is repurchasing $2.75 billion of common shares. The Federal Reserve
Bank of New York authorized CIT to distribute to shareholders an
additional $325 million, contingent on the company issuing a
similar amount of Tier 1 qualifying preferred shares. Over time,
CIT's common equity tier 1 ratio will transition to its target
range of 10%-11% from 14.3% at March 31, 2017. The company's target
capital level compares well with other regional financial
institutions, though Moody's believes that CIT needs a strong
capital level, given its higher risk business niches.

Moody's could upgrade CIT's ratings if the company's net
profitability stabilizes based on a decrease in business transition
related expenses, effective management of credit and cyclical
business challenges, and achieving targeted reductions in operating
costs; the stability and quality of the company's deposits
continues to positively evolve; and if the company maintains
adequate capital strength given its business risk composition.

Moody's could downgrade CIT's ratings if net finance margin of
continuing businesses weakens, asset quality declines materially,
and capital position declines to less than 10% TCE/RWA.

The principal methodology used in this rating was Banks published
in January 2016.


CITY TOURS: Unsecureds to Recover 50% in 20 Quarterly Installments
------------------------------------------------------------------
City Tours, Inc., filed with the U.S. Bankruptcy Court for the
Western District of Texas a disclosure statement dated May 22,
2017, referring to the Debtor's plan of reorganization.

Holders of Class 8 General Unsecured Claims will receive a 50%
distribution of their allowed claims, to be distributed in
quarterly payments out of future business operations.  Class 8
claims are impaired by the Plan.  

A sum of $500,000 will be paid to this class.  This amount will be
paid in 20 equal quarterly installments, starting on Nov. 25, 2017,
the Effective Date and on the 25th of each quarter thereafter.
Creditors will receive approximately 50% of their allowed claim.
The Debtor originally scheduled 42 unsecured creditors having
claims total $1,403,576.  Of these approximately $533,192 has
either been resolved or will not be paid.  The Debtor believes the
total unsecured debt will be less than $1 million.

Payments and distributions under the Plan will be funded from
operations of the Debtor's business.

The Disclosure Statement is available at:

          http://bankrupt.com/misc/txwb16-51690-163.pdf

                     About City Tours, Inc.

City Tours, Inc., filed a chapter 11 petition (Bankr. W.D. Tex Case
No. 16-51690) on July 29, 2016.  The petition was signed by Edward
Torres, president.  The Debtor is represented by Dean William
Greer, Esq.  The case is assigned to Judge Ronald B. King.  The
Debtor estimated assets and liabilities at $1 million to $10
million at the time of the filing.

The Debtor is principally engaged in the business of operating bus
tours and transportation to and from the San Antonio Airport and
surrounding counties.


CLARKE PROJECT: Allowed to Use Cash Collateral Through Sept. 30
---------------------------------------------------------------
Judge Theodor C. Albert of the U.S. Bankruptcy Court for the
District of Connecticut authorized Clarke Project Solutions, Inc.,
formerly known as Cumming Clarke, to use cash collateral through
Sept. 30, 2017, in the amounts set forth in the Cash Budget which
was attached to the Motion.

The parties will come back at or before Sept. 30, 2017, with an
additional stipulation or new motion regarding the continued use of
cash collateral.

Cumming Construction Management, Inc., is granted a replacement
lien, as adequate protection, to the same validity, priority and
extent as existed in its favor on the Petition Date.  However, the
Debtor, creditors and all other parties-in-interest will reserve
any and all rights that they may have to object to the claims of
Cumming Construction and to object to the validity, priority and
extent of its lien, if any, encumbering the Debtor's assets.

The Debtor will continue to deposit in a segregated
debtor-in-possession bank account $10,000 per month each month.
The Debtor commenced making deposits in March 2017, and the
deposits will be included in the cash collateral that is subject to
the replacement lien in favor of Cumming Construction.  But no
payments are to be made to Cumming Construction until its claims
are allowed by the Court and the Court enters an order authorizing
distribution of the funds.

The expense line item for Legal Fees is a budget item and does not
authorize the Debtor to pay attorney fees and costs or retainers to
professionals except as authorized by an order of the Court.

The Debtor is directed to provide to counsel for Cumming
Construction monthly operating reports required to be submitted to
the Office of the U.S. Trustee, and monthly Budget reports
comparing the budgeted line items to actual collections and
expenses, broken down by the expense line items contained in the
Budget, after the end of each monthly period after the Petition
Date.

A full-text copy of the Order, dated May 30, 2017, is available at

https://is.gd/WgVUVc

                 About Clarke Project Solutions

Clarke Project Solutions, Inc., f/k/a Cumming Clarke, based in
Mission Viejo, California, filed a Chapter 11 petition (Bankr. C.D.
Cal. Case No. 17-10402) on Feb. 2, 2017.  Chris Clarke, the
president, signed the petition.  The Debtor estimated assets at $1
million to $10 million and liabilities at $500,000 to $1 million at
the time of the filing.

The case is assigned to Judge Theodor Albert.

The Debtor's bankruptcy counsel is Pamela Jan Zylstra, Esq.  The
Debtor has hired Dale K. Quinlain, Esq., at Quinlan Law
Corporation, as special litigation counsel.  The Debtor has also
hired George Shewchuk of Raimond Pettit Group as accountant.


CLEAR LAKE: Andersons Buying Perkinston Property for $84K
---------------------------------------------------------
Clear Lake Development, LLC, asks the U.S. Bankruptcy Court for the
Southern District of Mississippi to authorize the sale of a parcel
of real property located at 0 Clear Lake Rd., Perkinston, Stone
County, Mississippi, consisting of 40 acres, part of Stone County
Tax Parcels No. 092-10-001.005 and 092-10-001.006, to John E. and
Teresa M. Anderson for $84,000.

Whitney Bank, doing business as Hancock Bank holds a promissory
note  and first deed of trust secured by the Property.  Said Note
and Deed of Trust are dated Nov. 17, 2015 and the Deed of Trust is
recorded in land records of Stone County at Deed of Trust Book 393,
Page 296.

The Debtor proposes to pay all of the net proceeds of the sale of
the Property to Hancock Bank to pay down the amount due on the
Note.

The Property taxes are due to Stone County for tax year 2015 in
amount of approximately $165 which will be paid at closing.  The
Property taxes are due to Stone County for tax year 2016 in amount
of approximately $122 which will be paid at closing.  The Property
taxes are projected to be due to Stone County for the tax year 2017
for the time prior to closing that the Property is owned by the
Debtor during 2017, which are estimated to be in the approximate
amount of $200.

The Debtor has agreed that these expenses, charges and fees should
be paid from the proceeds of the sale:

   a. Proration of the County ad valorem taxes for the current year
of approximately $200, with the exact amount determined immediately
prior to closing.

   b. Payment of county ad valorem taxes for tax year 2016, in the
amount of approximately $122, with the exact amount being
determined immediately prior to closing.

   c. Payment or redemption of county ad valorem taxes for tax year
2015, in the amount of approximately $165, with the exact amount
being determined immediately prior to closing.

   d. Estimated fees due to the U.S. Trustee as quarterly fees
pursuant to 28 USC 1930 as a result of completion of the sale of
$2,925.

   e. Payment to Hancock Bank of 100% of the Net Proceeds of sale.
Net Proceeds will be defined, for the purpose of the Application to
Sell Real Property Free and Clear of Liens to mean: the purchase
price, less real estate commissions; ad valorem taxes paid by
Seller; proration's, title curative costs required by the Contract,
cost of survey, any title insurance premium and/or binders required
to be paid by the Seller, and an estimated amount that will become
due to the U.S. Trustee as quarterly fees pursuant to 28 USC 1930
as a result of completion of the sale.

    f. Real Estate commission to Joel L. Carter and J. Carter Real
Estate, LLC, in amount of 6% of the sale price of $5,040.

    g. Paydown of the Note in amount of the Net Proceeds to Hancock
Bank.

Hancock Bank will be required to execute a partial release of the
Deed of Trust describing the property upon receipt of the Net
Proceeds as set out.

The sale contemplated should release the Property from all existing
liens and transfer such lien to the proceeds of sale.

The Debtor asks that the Court enters the Order authorizing the
sale of the stated real property by the Debtor to the Buyers
pursuant to the Contract for the Sale and Purchase of Real Estate,
provided that payment is to be made in the following manner:

    1. Proration of the County ad valorem taxes for the current
year of approximately $200, with the exact amount determined
immediately prior to closing.

    2. Payment of county ad valorem taxes for tax year 2016, in the
amount of approximately $122, with the exact amount being
determined immediately prior to closing.

    3. Payment of county ad valorem taxes for tax year 2015, in the
amount of approximately $165, with the exact amount being
determined immediately prior to closing.

    4. Reserve to the Debtor the sum of $2,925 to be applied to the
quarterly fees that will become due to the U.S. Trustee pursuant to
28 USC 1930, as a result of this transaction, to be deposited in a
separate account and to be used only to pay said U.S. Trustee fees
absent further order of the Court.

    5. Paydown of the Note in amount of the Net Proceeds to Hancock
Bank.

The Debtor further asks that the Court (i) authorizes that the
Property be sold free and clear of all liens; (ii) enters an order
that the Net Proceeds of sale be substituted as collateral for the
Property, and that the Property be conveyed free and clear of
encumbrances, including but not limited to all taxes due to Stone
County and the Deed of Trust to Hancock Bank; and (iii) grants such
other, further and general relief to which it may be entitled.

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

       http://bankrupt.com/misc/Clear_Lake_91_Sales.pdf

                  About Clear Lake Development

Clear Lake Development, LLC of Biloxi, Mississippi, filed a
voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr.
S.D. Miss. Case No. 17-50392) on March 6, 2017.  The petition was
signed by Bernard Favret, member.

As of March 6, 2017, the Debtor estimated assets of less than $1
million and liabilities of $1 million to $10 million.

Judge Katharine M. Samson presides over the case.

The Debtor is represented by Patrick A. Sheehan, Esq., of Sheehan
Law Firm, PLLC.


COCRYSTAL PHARMA: Removes 'Interim' Tag from Title of CFO Callan
----------------------------------------------------------------
Cocrystal Pharma, Inc., entered into an agreement with James J.
Martin to serve as the Company's chief financial officer on a
full-time, non-interim basis beginning June 1, 2017.  As previously
disclosed, Mr. Martin has been serving as the Company's interim
chief financial officer as an independent contractor since Feb. 27,
2017.

According to a Form 8-K report filed with the Securities and
Exchange Commission, Mr. Martin will be paid an annual salary of
$230,000.  At the discretion of the Company's board of directors,
Mr. Martin will also be eligible to receive bonus compensation and
equity awards.  Mr. Martin's employment is on an at-will basis,
pending the negotiation of a mutually acceptable employment
agreement between the Company and Mr. Martin.

                     About Cocrystal Pharma

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

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

Cocrystal Pharma reported a net loss of $74.87 million on $0 grant
revenues for the year ended Dec. 31, 2016, compared to a net loss
of $50.12 million on $78,000 of grant revenues for the year ended
Dec. 31, 2015.  As of March 31, 2017, Cocrystal Pharma had $122.51
million in total assets, $22.53 million in total liabilities and a
total stockholders' equity of $99.98 million.

BDO USA, LLP, in Seattle, Washington, issued a "going concern"
qualification on the consolidated financial statements for the year
ended Dec. 31, 2016, citing that the Company has suffered recurring
losses from operations and has an accumulated deficit that raise
substantial doubt about its ability to continue as a going concern.


CONCHO RESOURCES: Egan-Jones Upgrades Sr. Unsecured Ratings to BB-
------------------------------------------------------------------
Egan-Jones Ratings, on May 18, 2017, raised the local currency and
foreign currency senior unsecured ratings on debt issued by Concho
Resources to BB- from B+.

Concho Resources Inc. is an independent oil and natural gas company
engaged in the acquisition, development and exploration of oil and
natural gas properties.  The company's four operating areas include
the Northern Delaware Basin, the Southern Delaware Basin, the
Midland Basin and the New Mexico Shelf.


CONCORDIA INTERNATIONAL: UK CMA to Continue Pricing Probe
---------------------------------------------------------
Concordia International Corp. announced that the UK Competition and
Markets Authority has notified the Company that it intends to
continue with its pricing investigation at this time.

The Company commented, "We continue to work co-operatively with the
CMA as it assesses all the facts.  A decision to continue with the
investigation is not necessarily an indication that the CMA
considers that Concordia had committed any offense, but is a
decision to continue the process.  As we have stated previously, we
do not believe there was a breach of competition law related to
this matter, and we intend to continue to work collaboratively with
the CMA on this."

The CMA confirmed that it has not reached a view as to whether
there is sufficient information for it to issue a statement of
objections.  A statement of objections is a provisional
interpretation that an infringement may have occurred.

The CMA's pricing investigation includes matters that pre-date
Concordia's ownership of its International segment.  Concordia
acquired the International segment from Cinven and certain other
sellers as a result of its transaction to purchase Amdipharm
Mercury Limited, which closed on Oct. 21, 2015.

                         About Concordia

Concordia is a diverse, international specialty pharmaceutical
company focused on generic and legacy pharmaceutical products and
orphan drugs.  The Company has an international footprint with
sales in more than 100 countries, and has a diversified portfolio
of more than 200 established, off-patent molecules that make up
more than 1,300 SKUs.  Concordia also markets orphan drugs through
its Orphan Drugs Division, consisting of Photofrin for the
treatment of certain rare forms of cancer.

Concordia operates out of facilities in Oakville, Ontario and,
through its subsidiaries, operates out of facilities in
Bridgetown, Barbados; London, England and Mumbai, India.

Concordia reported a net loss of US$1.31 billion for the year ended
Dec. 31, 2016, compared to a net loss of US$31.56 million for the
year ended Dec. 31, 2015.  As of Dec. 31, 2016, Concordia had
US$3.73 billion in total assets, US$4.10 billion in total
liabilities and a total shareholders' deficit of $377.57 million.

                          *    *    *

In November 2016, Moody's Investors Service downgraded the ratings
of Concordia International Corp. including the Corporate Family
Rating to 'Caa1' from 'B3' and the Probability of Default Rating to
'Caa1-PD' from 'B3-PD'.  "The downgrade follows continued weakness
in the business, an uncertain competitive environment, and an
unclear and challenging path towards deleveraging," said Jessica
Gladstone, Moody's senior vice president.

In May 2017, S&P Global Ratings lowered its corporate credit rating
on Concordia to 'CCC+' from 'B-'.  "The downgrade reflects the
continued deterioration in Concordia's operating results, and
increased regulatory risk, which leads us to see heightened risk
for a potential distressed exchange or debt restructuring," said
S&P Global Ratings credit analyst Kim Logan.


CPI CARD: Moody's Lowers CFR to B2; Outlook Stable
--------------------------------------------------
Moody's Investors Service downgraded CPI Card Group Inc.'s
corporate family and probability of default ratings ("CFR" and
"PDR", respectively) to B2 and B2-PD from B1 and B1-PD,
respectively. In addition, Moody's downgraded the ratings of the
senior secured credit facilities of CPI Acquisition, Inc. (the
debt-issuing subsidiary of CPI) to B2 from B1 and CPI's Speculative
Grade Liquidity rating to SGL-3 from SGL-2. The rating outlook is
stable.

RATINGS RATIONALE

The downgrade reflects Moody's expectation that CPI's liquidity
will continue to tighten with working capital usage to support the
eventual return to revenue growth over the second half of 2017.
Although Moody's expects CPI to fund near term cash requirements
with the $26mm of cash on its balance sheet (as of March 31, 2017),
availability under its $40mm revolver will likely be limited to $20
million over the next several months due to a springing covenant
that takes effect when the facility is 50% drawn. As long as Total
First Lien Net Leverage ratio remains elevated near the maximum 7x
threshold, the revolver availability will be limited.

A return to revenue growth remains uncertain given the lack of
visibility as to the timing of EMV chip payment card orders by
CPI's customers. CPI's overall financial performance is largely
driven by EMV card sales volumes, which have fallen drastically
over the past year and a half due to excess inventories at large
card issuing banks and merchant acquirers. Although Moody's expects
volumes to recover in the second half of 2017 and 2018 as credit
cards and debit cards fully convert to EMV chip enabled cards,
average selling prices will likely continue to fall due to the
pricing leverage of its bank customers and competition. CPI's
unpredictable results and recent poor performance have exposed its
lack of diversity among products, customers, and geographic
markets.

The B2 CFR is supported by CPI's leading position as a U.S.
provider of financial payment cards and services, an industry with
normally steady, recurring demand characteristics. Moody's expects
at least high single digit revenue growth over the second half of
2017 and full year 2018, driven by the continued replacement of
magnetic stripe payment cards with higher priced EMV chip cards, a
process that CPI estimated to be about 65% complete as of May 2017.
Moody's anticipates margin expansion to be driven by revenue growth
and operating leverage from investments already made in advance of
the market's conversion to EMV cards.

The stable outlook reflects Moody's expectation that CPI's leverage
will improve to the mid 4x level by the end of 2018 through a
combination of profit growth and debt repayment. Moody's also
expects liquidity to improve during the second half of 2017 with
improving covenant leverage, which should restore full access to
its revolver by the end of the year.

The ratings could be upgraded if CPI were to generate steady
revenue growth of at least the mid-single digits with EBITDA
margins over 20%, reduce adjusted debt to EBITDA to below 4x, and
produce strong cash flows such that FCF to gross debt is maintained
above 10%. The ratings could be downgraded if CPI's revenues
continue to decline, the company experiences market share loss or
operational missteps, or liquidity weakens. Ratings could also be
downgraded if margins erode (e.g., EBITDA margins in the low teens
percentage) as a result of pricing pressures or higher operating
costs. Inability to reduce financial leverage to under 5.5 times by
the end of 2018 would also pressure ratings.

Rating Downgrades:

Issuer: CPI Card Group Inc.

-- Corporate Family Rating, B2 from B1

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

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

Issuer: CPI Acquisition, Inc.

-- Senior Secured Term Loan due 2022, B2 (LGD4) from B1 (LGD 4)

-- Senior Secured Revolving Credit Facility due 2020, B2 (LGD4)
    from B1 (LGD 4)

Outlook Actions:

Issuer(s): CPI Card Group Inc./CPI Acquisition, Inc.

-- Outlook, Stable

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

CPI is a provider of financial payment cards and card services to
U.S. card issuing banks and prepaid debit card program managers.


CROSIER FATHERS: Case Summary & Top Unsecured Creditors
-------------------------------------------------------
Affiliated debtors that filed Chapter 11 bankruptcy petitions:

   Debtor                                       Case No.
   ------                                       --------
   Crosier Fathers and Brothers Province, Inc.  17-41681
   2617 E Campbell Ave
   Phoenix, AZ 85016
   Tel: 520-770-8700

   Crosier Fathers of Onamia                    17-41682
   104 Crosier Drive North
   Onamia, MN 56359
   Tel: 520-770-8700

   The Crosier Community of Phoenix             17-41683
   2617 E Campbell AVe
   Phoenix, AZ 85016
   Tel: 520-770-8700

About the Debtors:    Crosier Fathers and Brothers Province, Inc.
                      -- https://www.crosier.org -- is a Minnesota
                      non-profit corporation that is the civil
                      counterpart of the religious entity known as
                      the Canons Regular of the Order of the Holy
                      Cross Province of St. Odilia.

Chapter 11 Petition Date: June 1, 2017

Court: United States Bankruptcy Court
       District of Minnesota (Minneapolis)

Judge: Hon. Robert J Kressel

Debtor's General
Reorganization
and Restructuring
Counsel:          Daniel J. Young, Esq.
                  Susan G. Boswell, Esq.
                  Lori L. Winkelman, Esq.
                  Elizabeth S. Fella, Esq.
                  QUARLES & BRADY LLP
                  One S. Church Ave., Suite 1700
                  Tucson, AZ 85701
                  Tel: (520) 770-8700
                  E-mail: daniel.young@quarles.com
                          susan.boswell@quarles.com
                          lori.winkelman@quarles.com
                          elizabeth.fella@quarles.com

Debtors'
Local
Counsel:          Thomas J. Flynn, Esq.
                  LARKIN HOFFMAN
                  8300 Norman Center Drive, Suite 1000
                  Minneapolis, Minnesota 55437
                  Tel: (952) 896-3362
                  E-mail: tflynn@larkinhoffman.com

Debtors'
Accountant
& Financial
Consultant:       KEEGAN, LINSCOTT & KENON, P.C.

Debtors'
Special
Insurance
Counsel:          GASKINS BENNETT BIRRELL SCHUPP LLP

Debtors'
Special
Litigation
Counsel:          LARSON KING LLP

Debtors'
Noticing
Agent:            JND CORPORATE RESTRUCTURING
                  Web site: http://www.jndla.com

                                    Estimated   Estimated
                                     Assets    Liabilities
                                   ----------  -----------
Crosier Fathers and Brothers       $500K-$1M   $100K-$500K
Crosier Fathers of Onamia           $1M-$10M    $1M-$10M
The Crosier Community of Phoenix    $1M-$10M   $100K-$500K

The petitions were signed by Rev. Thomas Enneking, president
Crosier Fathers and Brothers.

Crosier Fathers and Brothers' list of top 20 unsecured creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Carrie Powell                  Employee            $17,618
1914 E. Meadowbrook Ave.       Benefits Claim
Phoenix, AZ 85016

Denise Rancour                 Employee            $10,536
7282 399th St                  Benefits Claim
Wahkon, MN 56386

Aimee Anderson                 Employee             $6,054
555 Hennepin Ave.#102          Benefits Claim
Isle, MN 56342

Patricia Reccio                Employee             $2,966
2302 W. Port Royale Ln         Benefits Claim
Phoenix, AZ 85023

Tort Claimants                 Claims for sexual   Unliquidated,
Addresses unknown              abuse               disputed
                                                   and
                                                   contingent at
                                                   this time

The Debtor did not include in the list the category of tort
claimants who have filed lawsuits against the Debtor which are
currently contingent, unliquidated and disputed.  Those names are
confidential and will appear on the Confidential MML.  This list
does not include co-defendants in the lawsuits who have filed
cross-claims or third party claims against the debtor arising out
of the sex abuse lawsuits.  Those cross-claims and third party
claims are disputed, contingent and unliquidated.

Full-text copies of the petitions are available for free at:

            http://bankrupt.com/misc/mnb17-41681.pdf
            http://bankrupt.com/misc/mnb17-41682.pdf
            http://bankrupt.com/misc/mnb17-41683.pdf


CROSIER FATHERS: Proposes Ex-Judge Hogan as Unknown Claims Rep
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Minnesota will hold a
hearing on June 6, 2017, at 2:00 p.m., in Minneapolis, Minnesota,
on the expedited motion of Crosier Fathers and Brothers Province,
Inc., Crosier Fathers of Onamia, and the Crosier Community of
Phoenix, for an order appointing a representative to represent the
interests of present-day adults who may have claims arising from
sexual abuse experienced as minors but, as a result of a valid
legal excuse, did not timely submit a proof of claim against the
debtors in the reorganization cases.

The Debtors aver that appointment of an Unknown Claims
Representative would be beneficial because the interests of all
such claimants will be represented by a person with the power and
duty to participate and be heard in the reorganization cases,
allowing the Debtors to reorganize and emerge from Chapter 11 and
providing a mechanism for preserving a portion of the funds under
the plan of reorganization to compensate such claimants.

The Debtors nominate the Honorable (Ret.) Michael R. Hogan, a
retired judge and currently the principal of Hogan Mediation, as
the Unknown Claims Representative.  If the court approves Judge
Hogan as the Unknown Claims Representative, Judge Hogan will apply
pursuant to 11 U.S.C. Sections 327 and 328 for an order authorizing
his employment.

Daniel J. Young, Esq., at Quarles & Brady LLP, counsel to the
Debtors, explains that certain claims (the "Tort Claims") which
have been asserted (and will be asserted) against the Debtors are
unsecured claims of persons who assert abuse by clergy or other
persons associated with the Debtors ("Tort Claimants") for which
such Tort Claimants contend the Debtors are liable under various
theories.  The sexual abuse that underlies the Tort Claims
primarily occurred decades ago, by priests, brothers or other
workers associated with the Debtors.

The Tort Claims consist of (i) Tort Claimants who have filed
lawsuits against the Debtors, (ii) Tort Claimants who have filed
claims in the reorganization cases, (iii) those who have come
forward and informed the debtors of potential claims but who have
not filed any legal actions and who may not have filed claims in
the reorganization cases, (iv) Tort Claimants who identified
themselves to the Debtors and subsequently settled their Tort
Claims but who are included in the confidential master mailing list
in these reorganization cases out of an abundance of caution, and
(v) those adult persons who, as a result of a valid legal excuse
(such as dissociative amnesia), do not timely file a claim against
the debtors in the reorganization cases ("Unknown Tort Claimants"),
who have never come forward and are not presently known to the
Debtors.

                           $550 Per Hour

The Debtors state that Judge Hogan's rights, duties and
responsibilities as the Unknown Claims Representative will
include:

   * Undertaking an investigation and analysis of the estimated
number of Unknown Tort Claimants and the estimated value of any
Unknown Tort Claims;

   * Filing a Proof of Claim on behalf of all Unknown Tort
Claimants within 60 days of entry of an order approving Judge
Hogan's retention, subject to extension by consent of the Debtors
and the Committee or for good cause shown;

   * Negotiating with the debtors, the committee, and other
appropriate parties, any provisions of a Chapter 11 plan for the
evaluation, determination, and treatment of any Unknown Tort
Claims;

   * Advocating the legal position of Unknown Tort Claimants before
this Court, and if necessary, filing pleadings and presenting
evidence on any issue affecting them;

   * Taking all other legal actions reasonably necessary to
represent the interests of the Unknown Tort Claimants; and

   * Serving as an independent fiduciary acting on behalf of all
Unknown Tort Claimants.

The Unknown Claims Representative will have access to any
confidential proofs of claim that may be filed by known Tort
Claimants and such other information as may be germane to his
assessment of the Unknown Tort Claims, pursuant to the terms of a
confidentiality agreement to be negotiated with the Debtors and
committee and submitted to the court for approval.

Subject to the approval of the Court, the Debtors and Judge Hogan
have made these agreements regarding Judge Hogan's employment,
compensation for professional services, and reimbursements of costs
and other expenses that Judge Hogan may incur as part of his
representation:

   a. Judge Hogan will be employed as the Unknown Claims
Representative, pending the approval of the court, effective as of
the date of the filing of this application.

   b. Upon approval of the court, Judge Hogan will be compensated
at the hourly rate of $550 per hour, with fees to be capped at
$50,000 (excluding any expenses that may be approved).
Furthermore, upon approval of the court, the Debtors will also
reimburse Judge Hogan for reasonable out-of-pocket expenses
incurred in connection with this assignment, such as travel,
lodging, and meals.

The services to be provided by Judge Hogan will not unnecessarily
duplicate or overlap the efforts of any other professionals
retained in this matter.  The services to be provided by Judge
Hogan are separate and different from the services to be provided
by the other professionals and each is essential to the Debtors'
reorganization efforts.  Judge Hogan is not a creditor of the
debtors nor has he previously been involved in any capacity in the
reorganization cases.

Mr. Hogan can be reached at:

          Michael R. Hogan
          Principal
          HOGAN MEDIATION
          PO Box 1375
          Eugene, OR 97440
          E-mail: josh@hoganmediation.net

                    About the Crosier Fathers

The Crosier Fathers and Brothers is a Catholic religious order with
large communities in Phoenix, Arizona and in Onamia, Minnesota.
The Crosier Fathers and Brothers was founded in 1210 by Blessed
Theodore de Celles and companions.  At more than 800 years old, it
is one of the oldest Roman Catholic religious orders of priests and
brothers.  The name Crosier is derived from the French word croises
-- signed with the cross.  There are about 350 Crosiers today
worldwide.

Crosier Fathers and Brothers Province, Inc., is a Minnesota
nonprofit corporation that is the civil counterpart of the
religious entity known as the Canons Regular of the Order of the
Holy Cross Province of St. Odilia, whose members are referred to as
Crosiers.

Crosier Fathers and Brothers Province, Inc., Crosier Fathers of
Onamia, and the Crosier Community of Phoenix, filed Chapter 11
protection on June 1, 2017 (Bankr. D. Minn. Lead Case No.
17-41681).  The Debtors said they will be filing a joint plan of
reorganization that would settle sexual abuse claims against their
members.

Judge Robert J Kressel is the case judge in Crosier Fathers'
cases.

Crosier Fathers tapped (i) Quarles & Brady LLP as general
reorganization and restructuring counsel; (ii) Keegan, Linscott &
Kenon, P.C. as accountant and financial consultant, (iii) Gaskins
Bennett Birrell Schupp LLP as special insurance counsel; (iv)
Larson King LLP as special litigation counsel; and (v) UpShot
Services LLC d/b/a JND Corporate Restructuring, as noticing agent.

More than a dozen U.S. catholic dioceses and religious orders have
filed for bankruptcy in recent years in response to civil lawsuits
filed against the dioceses on behalf of alleged victims of sexual
abuse by priests.


CROSIER FATHERS: To Keep Abuse Victims' Names Confidential
----------------------------------------------------------
The Crosier Fathers and Brothers Province, Inc., Crosier Fathers of
Onamia, and the Crosier Community of Phoenix, on June 2, 2017,
filed a motion asking the U.S. Bankruptcy Court for the District of
Minnesota to enter an order authorizing them to keep the identities
of abuse survivors confidential.

The Debtors specifically ask the Court to:

     -- authorize them to file under seal portions of their
schedules F, master mailing lists and any other pleadings, reports
or other documents that might be filed from time to time in the
reorganization cases, which disclose the names of individuals who
have, either informally, formally, or through filing a lawsuit,
notified the Debtors that they were sexually abused by priests,
brothers, employees, volunteers, or other persons related to the
debtors and have, could or might assert claims against the debtors
arising out of such abuse (and any individuals who have not
specifically notified the debtors, but who may have similar
claims); and

     -- authorize the Debtors to provide copies of the sealed
portions of any such pleadings, reports, lists or documents to the
office of the United States Trustee and to counsel for a creditors'
committee when one is formed, subject to a confidentiality protocol
to be agreed upon between the Debtors and the office of the United
States Trustee, and the Debtors and such counsel for a creditors'
committee, both of which are to be approved by the court.

A hearing on the Expedited Motion is scheduled for June 6, 2017, at
2:00 p.m.

Counsel to the Debtors, Daniel J. Young, Esq., at Quarles & Brady
LLP, explains that the Debtors believe that it is necessary to file
certain documents or parts of documents under seal in order to
protect the confidentiality and privacy of the survivors. According
to Mr. Young, authorizing the Debtors and other interested parties
to file documents under seal will protect the abuse survivors'
identities while allowing all parties to file the documents that
these cases will require.

                    About the Crosier Fathers

The Crosier Fathers and Brothers is a Catholic religious order with
large communities in Phoenix, Arizona and in Onamia, Minnesota.
The Crosier Fathers and Brothers was founded in 1210 by Blessed
Theodore de Celles and companions.  At more than 800 years old, it
is one of the oldest Roman Catholic religious orders of priests and
brothers.  The name Crosier is derived from the French word croises
-- signed with the cross.  There are about 350 Crosiers today
worldwide.

Crosier Fathers and Brothers Province, Inc., is a Minnesota
nonprofit corporation that is the civil counterpart of the
religious entity known as the Canons Regular of the Order of the
Holy Cross Province of St. Odilia, whose members are referred to as
Crosiers.

Crosier Fathers and Brothers Province, Inc., Crosier Fathers of
Onamia, and the Crosier Community of Phoenix, filed Chapter 11
protection on June 1, 2017 (Bankr. D. Minn. Lead Case No.
17-41681).  The Debtors said they will be filing a joint plan of
reorganization that would settle sexual abuse claims against their
members.

Judge Robert J Kressel is the case judge in Crosier Fathers'
cases.

Crosier Fathers tapped (i) Quarles & Brady LLP as general
reorganization and restructuring counsel; (ii) Keegan, Linscott &
Kenon, P.C. as accountant and financial consultant, (iii) Gaskins
Bennett Birrell Schupp LLP as special insurance counsel; (iv)
Larson King LLP as special litigation counsel; and (v) UpShot
Services LLC d/b/a JND Corporate Restructuring, as noticing agent.

More than a dozen U.S. catholic dioceses and religious orders have
filed for bankruptcy in recent years in response to civil lawsuits
filed against the dioceses on behalf of alleged victims of sexual
abuse by priests.


CSMC TRUST 2017-FHA1: Moody's Assigns (P)B3 Rating to Cl. B-3 Notes
-------------------------------------------------------------------
Moody's Investors Service has assigned provisional ratings to four
classes of notes issued by CSMC 2017-FHA1 Trust.

The notes are backed by seasoned performing and re-performing
fully-amortizing, residential mortgage loans insured by Federal
Housing Administration (the "FHA") of the United States Department
of Housing and Urban Development ("HUD). This transaction
represents the first transaction in 2017 from the CSMC shelf. The
collateral pool is comprised of 672 first lien, fixed rate and
adjustable rate mortgage loans, with a weighted average updated
FICO score of 614 and a weighted average (WA) current Loan-To-Value
Ratio (LTV) of 94.2%. Approximately 82.4% of the loans in the
collateral pool were previously modified and 50.9% of the borrowers
have been current on their payments for the past 24 months.

The complete rating actions are:

Issuer: CSMC 2017-FHA1 Trust

Cl. A-1, Assigned (P)A1 (sf)

Cl. B-1, Assigned (P)Baa2 (sf)

Cl. B-2, Assigned (P)Ba3 (sf)

Cl. B-3, Assigned (P)B3 (sf)

RATINGS RATIONALE

Summary Credit Analysis and Rating Rationale

Moody's expected losses on CSMC 2017-FHA1's collateral pool average
4.0% in Moody's base case scenario. Moody's loss estimate takes
into account the credit quality of the underlying mortgage loans,
the value of the credit protection provided by the FHA insurance, a
review of the due diligence reports, the servicer's capability and
the representations and warranties (R&Ws) framework of the
transaction.

Given the collateral profile of the loans, Moody's estimated losses
on the pool by applying Moody's assumptions on expected future
delinquencies, default rates, loss severities and prepayments as
observed on similar seasoned subprime and FHA collateral. Moody's
projected future annual delinquencies for eight years by applying
an initial annual default rate assumption adjusted for future years
through delinquency burnout factors. The delinquency burnout
factors reflect Moody's future expectations of the economy and the
U.S. housing market. Moody's then calculated future delinquencies
using default burnout and voluntary conditional prepayment rate
(CPR) assumptions. Moody's aggregated the delinquencies and
converted them to losses by applying pool specific lifetime default
frequency and loss severity assumptions.

Moody's estimated recoveries based on loan level analysis. In
applying Moody's loss severity assumptions, Moody's accounted for
the credit protection provided by FHA policy. The FHA insurance
covers 100% of the principal amount of the loans and most of the
lost interest and foreclosure expenses on defaulted loans. To
calculate the severity on the pool, Moody's considered the loss
severity where the FHA claim is paid in accordance with the program
guidelines as well as an exception rate to the FHA coverage. The
exception rate refers to the proportion of loans that experience
losses in excess of this uncovered amount either because HUD
rejects the claim or because the servicer passes through costs to
the trust that they believe have reasonably incurred. The exception
severity refers to the losses in excess of the uncovered amount, in
the case of an exception. In Moody's severity analysis, Moody's
took into consideration the third party due diligence results and
the impact on the foreclosure timeline and/or exception severity.

The methodologies used in these ratings were "Moody's Approach to
Rating Securitisations Backed by Non-Performing and Re-Performing
Loans" published in August 2016, "FHA-VA US RMBS Methodology"
published in November 2013, and "US RMBS Surveillance Methodology"
published in January 2017.

Collateral Description

CSMC 2017-FHA1's collateral pool is comprised of 672 first lien,
fixed rate and adjustable rate mortgage loans, with a WA updated
FICO score of 614 and a current WA LTV of 94.2%. Approximately 33%
of the loans have LTV ratio higher than 100%. 82.4% of the loans in
the collateral pool were previously modified, with weighted average
modification age of 43 months. Approximately 52.8% of the loans
have been current for at least the past 24 months. 98% of the pool
are owner occupied and approximately 5.6% are manufactured housing
loans. The loans underlying this transaction exhibit collateral
characteristics similar to that of seasoned subprime mortgage
loans.

Transaction Structure

CSMC 2017-FHA1 has a sequential priority of payments structure, in
which a given class of notes can only receive principal payments
when all the classes of notes above have been paid off. Similarly,
losses will be applied in the reverse sequential order of priority.
The Class A1 notes carry a fixed-rate coupon subject to a cap by
the collateral's Net WAC Rate. The Class B1, B2, B3 and B4 are
variable rate notes where the coupon is equal to the Net WAC Rate.
There are no performance triggers in this transaction that alter
the cashflow waterfall.

The monthly excess cash flow in this transaction, will first be
used to replenish the R&W breach reserve account, then to pay the
principal balance of the notes sequentially, allowing for a faster
pay down of the notes. As of closing, the excess spread in the
transaction is approximately 50 bps.

Moody's coded CSMC 2017-FHA1's cashflow waterfall using SFW®, a
cashflow tool developed by Moody's Analytics. To assess the final
rating on the notes, Moody's ran 96 different loss and prepayment
scenarios. The scenarios encompass six loss levels, four loss
timing curves, and four prepayment curves. The structure allows for
timely payment of interest and ultimate payment of principal with
respect to the notes by the legal final maturity.

Servicer Quality

Servicing is a critical component of credit analysis for FHA
securitizations as non-compliance with FHA stated procedures may
lead to reduction in the claim payment amount, rescission or denial
of claims by FHA, and consequently losses to the securitization.
Select Portfolio Servicing, Inc (SPS) will be the servicer for this
transaction. SPS currently services a FHA portfolio of 1,923 loans,
majority of which are non-performing loans. The company has a long
history of servicing FHA loans since 1992. Based on Moody's
servicer review, SPS has adequate controls and policies and
procedures in place to ensure compliance with FHA guidelines. The
servicer is audited by HUD and had no material finding during its
last review.

Representations & Warranties

Moody's consider CSMC 2017-FHA1's representations and warranties
(R&Ws) framework to be weak for the following reasons: (1) the
Representation Provider's obligations are in effect for only twelve
payment dates (through June 2018), (2) the quality and scope of the
R&Ws are weak, (3) the reserve account that covers R&W breaches
after June 2018 is small relative to the aggregate size of the
collateral pool, and (4) there is no prescribed process for the
breach review.

The R&W provider is DLJ Mortgage Capital, Inc. (DLJ or the
"Sponsor"). The entity is affiliated with Credit Suisse AG (Senior
Unsecured A1, Stable Outlook). Through June 2018, DLJ will be
responsible to remedy breaches of R&W. On or after the June 2018
payment date, R&W breaches that do not get covered will be
compensated from the Breach Reserve Account. At closing, the seller
will fund the breach reserve account with $204,591. Thereafter, the
paying agent will fund the reserve accounts from amounts otherwise
distributable to Class X Notes each month up to target balances
based on the outstanding principal balance of the Class A1, B1, B2
and B3 notes.

Third Party Review

The transaction benefits from independent third-party due diligence
review that included 1) a review of compliance of all loans with
federal, state, local laws and regulations, 2) a title/lien review
on all of the mortgage loans to confirm the appropriate lien was
recorded in the correct amount and lien position, 3) a tax review
on all of the mortgage loans to review delinquent taxes, 4) a data
integrity review of all the mortgage loans which includes a review
of the most recent 24 months payment history. Moody's loss severity
assumption on the pool reflects a negative adjustment for the
findings from the TPR firms on exceptions that could delay or
negatively impact the assignment of the mortgage loans to the FHA.

Collateral Documents

The initial custodial receipts from the two custodians Wells Fargo
Bank, N.A. and Deutsche Bank National Trust Company indicated that
a portion of the underlying loans have document exceptions. The
majority of the exceptions relate to missing intervening
assignments of mortgage and/or missing intervening endorsements of
the note. Other exceptions include, among other things, lost note
affidavits instead of original mortgage notes, copies of documents
instead of originals, and missing title insurance policies. The
absence of an intervening assignment of mortgage, original note or
endorsement can delay or prevent the servicer from foreclosing on
the property thus increasing loss severity. The Sponsor has agreed
to actively resolve missing assignments during the first 12 months
of the transaction. In addition, in June 2018, the R&W Sunset Date,
the sponsor will purchase any mortgage loan, with exceptions
related to missing intervening assignments of mortgage and
endorsements identified by the custodians on an exception report to
be delivered on June 15, 2018. To the extent an assignment of
mortgage has been sent for recordation and has not been returned by
that date, the sponsor will have three additional months to deliver
such recorded assignment to the related Custodian. At the end of
such three-months period, the Sponsor has agreed to repurchase the
related mortgage loan for which the related custodian has not
received such recorded assignment.

Transaction parties

Wells Fargo Bank NA and Deutsche Bank National Trust Company are
the Custodians of the transaction. Citibank, N.A. will act as the
paying agent, the note registrar and the indenture trustee.
Wilmington Savings Fund Society, FSB, d/b/a Christiana Trust, will
act as the owner trustee and will be authorized to take certain
actions on behalf of the Issuer.

Factors that would lead to an upgrade or downgrade of the ratings:

Up

Levels of credit protection that are higher than necessary to
protect investors against current expectations of loss could drive
the ratings up. Losses could decline from Moody's original
expectations as a result of a lower number of obligor defaults or
appreciation in the value of the mortgaged property securing an
obligor's promise of payment. Transaction performance also depends
greatly on the US macro economy and housing market. Other reasons
for better-than-expected performance include changes to servicing
practices that enhance collections or refinancing opportunities
that result in prepayments.

Down

Levels of credit protection that are insufficient to protect
investors against current expectations of loss could drive the
ratings down. Losses could rise above Moody's original expectations
as a result of a higher number of obligors defaulting or
deterioration in the value of the mortgaged property securing an
obligor's promise of payment. Transaction performance also depends
greatly on the US macro economy and housing market. Other reasons
for worse-than-expected performance include poor servicing, error
on the part of transaction parties, inadequate transaction
governance and fraud.


DAILY HAVEN: Plan, Disclosures Hearing on July 20
-------------------------------------------------
Judge Wendy L. Hagenau of the U.S. Bankruptcy Court for the
Northern District of Georgia will convene a hearing on July 20,
2017, at 1:30 p.m. for the final approval of the conditionally
approved disclosure statement and confirmation of the amended plan
filed by Daily Haven, Inc.

June 30, 2017, is fixed as the last day for filing written
acceptances or rejections of the Amended Plan.

June 30, 2017, is fixed as the last day for filing and serving
written objections to the conditionally approved Amended Disclosure
Statement and confirmation of the Amended Plan.

The Troubled Company Reporter previously reported that the Class 4
General Unsecured Claims of R. Strickland, Esq. -- totaling $1,900
-- is impaired by the Plan.  Class 4 Creditors, comprised of
General Unsecured Creditors unrelated in some manner to the Debtor
will not be paid until a complete satisfaction of Class 2 and Class
3 Creditors.  In such event, Class 4 Creditors will be paid in
amounts determined by the Debtor in its reasonable business
judgment and discretion.

Currently, the Debtor's income is generated through the business
operations of providing care for individuals daily at the day care.
The Debtor's income will be necessary to fund the Plan in this
case, as will a sale or refinance of the property.  The Plan is
expected to last for a period of three years of the Effective
Date.

The Disclosure Statement is available at:

           http://bankrupt.com/misc/ganb16-63419-67.pdf

                    About Daily Haven

Daily Haven, Inc., operates a Home Health Care and Day Center for
individuals with special needs in the Conyers area.

Daily Haven, Inc., filed a Chapter 11 petition (Bankr. N.D. Ga.
Case No. 16-63419) on Aug. 1, 2016.  The petition was signed by
Suzann Maughon, owner and chief officer.  The Debtor is
represented
by James B. Cronon, Esq., at the Law Office of James B. Cronon,
LLC.  The Debtor estimated assets and liabilities at $500,000 to
$1
million at the time of the filing.

The Office of the U.S. Trustee disclosed in a court filing that no
official committee of unsecured creditors has been appointed in
the
Chapter 11 case of Daily Haven, Inc.


DALLAS COUNTY SCHOOLS: Moody's Lowers GOLT Debt Rating to B3
------------------------------------------------------------
Moody's Investors Service has downgraded to B3 from Ba3 the rating
on Dallas County Schools, TX's General Obligation Limited Tax
(GOLT) debt. In addition, Moody's has downgraded to Ca from Caa1
the rating on the district's Amended and Restated Promissory Notes.
The district has $130.7 million of outstanding debt, including
$44.8 million of rated GOLT bonds and $3.2 million of rated
promissory notes. The outlook remains negative.

The downgrade to B3 reflects the district's severely deteriorated
liquidity, inability to restructure its outstanding debt and
expected default on June 1, 2017. The B3 rating also reflects the
additional operating challenges facing the district from the
passage of legislation that allows for the dissolution of the
district by September 1, 2018, including a significantly limited
ability to issue cash flow notes before the legislation's effective
date (September 1, 2017).

The B3 rating on the GOLT debt is at the same level as the general
obligation unlimited tax (GOULT) implied rating and reflects the
district's ample taxing margin under the 0.1 mill property tax
rate, which provides 1.9 times coverage of maximum annual debt
service (MADS) on existing GOLT debt, as well as the limited
ability to raise the property tax rate and the lack of a full faith
and credit pledge.

The downgrade to Ca on the promissory notes reflects the increasing
likelihood of default and limited noteholder recovery on the notes
after passage of legislation allowing for dissolution of the
district. The rating also incorporates the nonessential enterprises
funds' severely limited liquidity, substantially increased leverage
and history of extreme revenue underperformance and budget
shortfalls.

Rating Outlook

The negative outlook reflects Moody's expectations of sustained and
ongoing financial stress given the lack of liquidity to meet
payment obligations and uncertainty as to how the district will
achieve sufficient operating liquidity in the near term.

Factors that Could Lead to an Upgrade

Stabilization of the district's financial position

Significantly improved liquidity profile

Factors that Could Lead to a Downgrade

Failure to pay commitments on time and in full

Prospect of debt restructuring that would impose loss on
bondholders

Inability to materially improve the district's liquidity profile

Legal Security

The GOLT bonds are secured by and payable from the proceeds of an
annual ad valorem tax that is limited to $0.10 per $1,000 of
assessed value and levied on all taxable property within the county
for maintenance and operations purposes.

The promissory notes are payable from the gross revenues of the
districts enterprise funds and all other legally available
revenues, which excludes property tax, state aid, and federal aid.

Use of Proceeds. Not applicable.

Obligor Profile

Dallas County Schools is a county-unit school district that is
coterminous with Dallas County. It does not have any student
enrollment or direct instructional operations, but provides various
support services to independent school districts located within and
outside of the county.

Methodology

The principal methodology used in rating the general obligation
debt was US Local Government General Obligation Debt published in
December 2016. The principal methodology used in rating the
promissory notes was Lease, Appropriation, Moral Obligation and
Comparable Debt of US State and Local Governments published in July
2016.


DAWSON COUNTY HOSPITAL: S&P Lowers Ratings on GO Debt to 'CCC'
--------------------------------------------------------------
S&P Global Ratings lowered its long-term and underlying ratings on
Dawson County Hospital District (Dawson), Texas' general obligation
(GO) debt outstanding to 'CCC' from 'BBB'.  The outlook is
negative.

According to S&P's taxed-secured hospital debt criteria, a "credit
cliff" is created when an assessment of the hospital's credit
quality moves to 'b+' or lower.  At that point, GO hospital debt
that had been rated investment-grade immediately moves to the
rating that reflects the hospital's credit quality, which in this
case is 'CCC'.

"The speculative-grade rating reflects the district's significant
and sustained financial challenges characterized by extremely light
liquidity, which has deteriorated swiftly over the past two years,"
said S&P Global Ratings credit analyst Patrick Zagar.  As of March
2017, the district had just nine unrestricted days' cash on hand
based on unaudited financial statements.  Moreover, the downgrade
reflects five consecutive years of operating losses and missed
budgets, with the last three years generating maximum annual debt
service coverage well below 1x.  S&P expects continued negative
financial performance and below budget performance.

S&P Global Ratings considers financial performance, or operating
risk, to be an important credit factor in assessing the credit
quality of a hospital district because the health care sector is
inherently more vulnerable than traditional GO issuers to business
risk and may experience more rapid swings in fiscal health than a
comparable school district or municipal issuer.  Operational risk
is a credit concern to the extent that pledged revenues may be
interrupted due to bankruptcy protection or by a diversion to
operations.  This includes GO bonds with an unlimited ad valorem
tax pledge approved by voters to pay debt service.

The negative outlook reflects S&P's opinion that the district's
available liquidity provides little to no cushion for unforeseen
operational challenges that may occur, potentially creating an
inability to adequately fund operations and possibly debt service.
Moreover, S&P believes the district's weak economic activity and
demographics, limited revenue base, and material reliance on
supplemental funding--such as 1115 waiver funds--make the hospital
more vulnerable to reimbursement changes, whether as part of
overall health care reform, or certain state or federal legislative
actions.

S&P will lower the rating further if it believes continued balance
sheet weakening or operating losses heighten the district's default
or bankruptcy risk.  The use of debt or lines of credit to fund
operations would also be viewed negatively.

Given the district's light liquidity, S&P do not anticipate raising
the rating in the one-year outlook horizon.  S&P may, however,
revise the outlook to stable if Dawson can narrow its operating
losses such that unrestricted reserves materially grow. A higher
rating is possible in the longer term if the district is able to
generate a sustainable financial performance, while beginning to
return the balance sheet to historical levels.  S&P would also, at
a minimum, expect stability within the district's enterprise
profile, namely the county's economic fundamentals and the
hospital's medical staff.


DYNEGY INC: Egan-Jones Raises Sr. Unsecured Ratings to B
--------------------------------------------------------
Egan-Jones Ratings, on May 19, 2017, upgraded the local currency
and foreign currency senior unsecured ratings on debt issued by
Dynegy Inc to B from B-.

Headquartered in Houston, Texas, Dynegy Inc. provides wholesale
power, capacity, and ancillary services to a broad range of
customers (utilities, cooperatives, municipalities and other energy
operations) in 13 states, in the Midwest, the Northeast, and on the
West Coast.



EDIFICE GROUP: Seeks Interim Approval to Use Cash Collateral
------------------------------------------------------------
Edifice Group, Inc., seeks interim authorization from the U.S.
Bankruptcy Court for the Northern District of Georgia for the use
of cash collateral in which Fifth Third Bank, Padco Financial
Services, and Monroe Capital Management Advisors, successor to
Channel Partners Capital, have an interest.

The Debtor intends to use cash collateral in the ordinary course of
its business for payment of operational expenses and administrative
expenses in accordance with the Budget, through the date the Court
holds a hearing on final approval of the Debtor's use of cash
collateral.  The Budget for June 2017 reflects total expected
expenses of approximately $106,085.

The Debtor contends that if it cannot continue to use cash
collateral during the interim period, it will likely be forced to
cease operations and convert its case to Chapter 7.  This cessation
would irreparably damage the value of Debtor's business and estate.


The Debtor is indebted to Fifth Third in the approximate amount of
$96,359.  Fifth Third asserts a security interest and lien on
substantially all assets of Debtor to secure its debt, including
receivables, the proceeds of which constitute cash collateral.

The Debtor is also indebted to Padco Financial in the approximate
amount of $47,207.  Padco Financial asserts a purchase money
security interest in software and intellectual property purchased
by Debtor and financed by Padco Financial, the proceeds of which
constitute cash collateral.

In addition, the Debtor is indebted to Monroe Capital in the
approximate amount of $6,089.  Monroe Capital asserts a security
interest and lien on substantially all assets of Debtor to secure
its debt, including receivables, the proceeds of which constitute
cash collateral.

To provide Fifth Third, Padco Financial, and Monroe Capital
adequate protection in connection with the use of cash collateral
during the Interim Period, the Debtor agrees, subject to approval
of the Court, to grant Fifth Third, Padco Financial, and Monroe
Capital, a lien pursuant on and in all of the Debtor's property to
the same extent and priority and of the same kind and nature as
such creditors had in and to the collateral and cash collateral as
of the Petition Date.

A full-text copy of the Debtor's Motion, dated May 30, 2017, is
available at https://is.gd/myQj83

Edifice Group, Inc., is represented by:

          G. Frank Nason, IV, Esq.
          LAMBERTH, CIFELLI, ELLIS & NASON, P.A.
          1117 Perimeter Center West, Suite W212
          Atlanta, Georgia 30338
          Telephone: (404) 262-7373
          Facsimile: (404) 262-9911

                      About Edifice Group

Edifice Group, Inc. was formed in 2005 with a focus on digital
direct marketing. The Debtor's clients include Fortune 500 and 1000
companies in banking, financial services, healthcare, retail,
utilities and real estate. Edifice Group is composed of two main
branches, Databilities and Edifice Automotive. In building its
enterprise email delivery platform and database, the Debtor has
become a Microsoft partner and an Acxiom strategic partner.

Edifice Group filed a Chapter 11 petition (Bankr. N.D. Ga. Case No.
17-59367), on May 30, 2017.  The Debtor is represented by G. Frank
Nason, IV, Esq. at Lamberth, Cifelli, Ellis & Nason, P.A.

No creditors' committee has been appointed in this case.  In
addition, no trustee or examiner has been appointed.


EM LODGINGS: Needs More Time to Close Marriott Deal, File Plan
--------------------------------------------------------------
EM Lodgings L.L.C., dba Fairfield Inn & Suites East Peoria,
requests the U.S. Bankruptcy Court for the Central District of
Illinois to extend the Chapter 11 plan exclusivity periods to file,
and gain acceptance of, a Chapter 11 plan by 60 days.

Without the requested extension, the Debtor would have until June
6, 2017 to file a Chapter 11 plan and until August 5 to gain
acceptance of such plan.

The Debtor has its sole source of revenue from the operation of a
hotel located at 200 Eastlight Court, East Peoria, Illinois.
Integral to the Debtor's operations and potential reorganization is
its franchise relationship with Marriott International Inc., under
which it has been in default on the date of its bankruptcy filing.

The Debtor submits that the negotiations with Marriott, and an
analysis of its post-petition cashflow to determine feasibility of
any assumption, have taken longer than anticipated. Although the
Debtor and Marriott have reached an agreement in principle on
repayment terms in order to assume the franchise, however, Marriott
has not yet provided its draft agreement (which it is requiring)
for the repayment and other information necessary for the Debtor to
either assume the franchise agreement by motion or in a Chapter 11
plan.

Since the Exclusivity Periods are rapidly approaching, and the
necessary documents from Marriott have not yet been received, the
Debtor is now requesting an extension thereto. The Debtor suggests
that a short extension of the Exclusivity Periods would not
substantially prejudice any party in interest in the case because
as shown in its monthly operating reports, the Debtor's cashflow is
positive and it has good prospects for a successful reorganization
that would benefit all claimholders.

                    About EM Lodgings L.L.C.

EM Lodgings L.L.C. dba Fairfield Inn & Suites East Peoria filed a
Chapter 11 petition (Bankr. C.D. Ill., Case No. 17-80150), on
February 6, 2017.  The Petition was signed by Gary E. Matthews,
manager.  The case is assigned to Judge Thomas L. Perkins.  The
Debtor is represented by Sumner Bourne, Esq., at Rafool, Bourne &
Shelby, P.C.  At the time of filing, the Debtor had both assets and
liabilities estimated at $1 million to $10 million each.

The Office of the U.S. Trustee on March 7 disclosed in a court
filing that no official committee of unsecured creditors has been
appointed in the Chapter 11 case of EM Lodgings, LLC.


ETERNAL ENTERPRISE: Proposes to Use $27,230 to Pay A.D. Property
----------------------------------------------------------------
Upon Hartford Holdings LLC's withdrawal of its Objection to Eternal
Enterprise, Inc.'s Motion to Use Cash Collateral From Advance
Insurance Proceeds to Pay A.D. Property Management for February and
March in open Court on April 5, 2017, and upon the agreement of the
Debtor, Hartford Holdings and the Office of the U.S. Trustee, a
Proposed Order has been filed with the U.S. Bankruptcy Court for
the District of Connecticut.

The Debtor owns property located at 270 Laurel Street, Hartford
Connecticut, and a fire occurred at the Premises, resulting in
severe damage. The Debtor has an advance on insurance proceeds,
which constitute the cash collateral of Hartford Holdings, LLC.

Pursuant to the Proposed Order, the Debtor may use cash collateral
of up to $27,230 to pay to A.D. Property Management the sums of (a)
$13,178 for security services provided to the Premises for the time
period commencing February 1, 2017 through and including February
28, 2017, and (b) $14,052 for security services provided to the
Premises for the time period commencing March 1, 2017 through and
including March 31, 2017.

The Payment is to be made solely from the proceeds of the pending
insurance claim with respect to the fire loss that occurred at the
Premises, and strictly from such proceeds as are designated as
"LABOR ONLY – Security" in the report of Young & Associates dated
March 2, 2017 and April 2, 2017.

The Payment is only to be made at such time as good funds are
available in the special Insurance Proceeds Account that has
previously been established by order of the Court, which Account is
subject to specific requirements for disbursement, including the
joint approval by both the Debtor and Hartford Holdings after prior
order of the Court.

The Payment is authorized upon the specific representations made by
the Debtor that payment of and for security services at the
Premises does not in any way diminish or reduce the insurance
coverage or proceeds available for the actual restoration of the
fire damaged Premises.

The payment authorization is limited only to the February and March
2017 time period. Any further or future request for payment for
security services at the Premises will be subject to separate
requests for payment upon motion to the Court and notice to all
appropriate parties.

A full-text copy of the Proposed Order, dated May 30, 2017, is
available at https://is.gd/Xl5ozc

                     About Eternal Enterprise

Eternal Enterprises Inc. -- http://www.eternalenterprises.net/--  
was initially started in 1997 for the purpose of managing and
owning low income apartment buildings in Hartford, Connecticut.
Since its inception, Eternal has been a family business primarily
operated by spouses, Vera Mladen and Dusan Mladen, and their son,
Goran Mladen.

Eternal Enterprises, which owns and manages eight properties
located in Hartford, Connecticut, filed a Chapter 11 bankruptcy
petition (Bankr. D. Conn. Case No. 14-20292) on Feb. 19, 2014. Vera
Mladen, president, signed the petition.

Judge Ann M. Nevins presides over the case.  

Irene Costello, Esq., at Shipkevich, PLLC, serves as counsel to the
Debtor, while Greene Law, PC, acts as special counsel.  Lakeshore
Realty has been tapped as broker to the Debtor.  

The Debtor estimated assets at $50,000 to $100,000 and debt at $1
million to $10 million at the time of the Chapter 11 filing.

                       *     *     *

On Feb. 8, 2017, the Debtor filed a disclosure statement, which
explains its Chapter 11 plan of reorganization.  The Plan proposes
to pay general unsecured creditors in full in cash.


EXCO RESOURCES: Stockholders Elect Seven Directors
--------------------------------------------------
EXCO Resources, Inc., held its 2017 annual meeting of stockholders
on May 31, 2017, at which the stockholders:

   (1) elected B. James Ford, Anthony R. Horton, Randall E. King,
       Samuel A. Mitchell, Robert L. Stillwell, Stephen J. Toy and
       C. John Wilder as directors each for a one-year term;

   (2) approved, pursuant to Section 312.03 of the New York Stock
       Exchange Listed Company Manual, the issuance of the
       Company's common stock for interest due under the Company's
       senior secured 1.5 lien notes and its senior secured 1.75  

       lien term loans and upon the exercise of outstanding
       warrants to purchase common stock;

   (3) approved an amendment to the Company's certificate of
       formation to effect a reverse stock split at a ratio of
       between 1-for-10 and 1-for-20;

   (4) approved, on an advisory basisn, the compensation of the
       Company's executive officers;

   (5) recommended that future advisory votes on executive
       compensation be conducted every year;

   (6) ratified the appointment of KPMG LLP as the Company's
       independent registered public accounting firm; and

   (7) approved any adjournments of the Annual Meeting, if
       necessary or appropriate, to permit the solicitation of
       additional proxies if there are not sufficient votes at the

       time of the Annual Meeting to adopt proposal 2 or 3.

                           About EXCO

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

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

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

                           *    *    *

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

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


EXCO RESOURCES: Will Effect 1-for-15 Reverse Stock Split
--------------------------------------------------------
EXCO Resources, Inc., announced that its Board of Directors has
approved a 1-for-15 reverse share split of its common stock.  The
Company's shareholders granted authority to the Board to effect the
reverse share split at the Company's 2017 Annual Meeting of
Shareholders on May 31, 2017.  The reverse share split is expected
to become effective after the market closes on June 12, 2017.  The
Company's common stock will continue to trade on the NYSE under the
symbol "XCO" and is expected to begin trading on a post-split basis
when the market opens on June 13, 2017.

The shareholder and Board approval of the reverse share split and
the shareholder approval to issue additional shares of the
Company's common stock allow the Company, subject to certain
limitations, to pay interest in common shares on both its senior
secured 1.5 lien notes and its senior secured 1.75 lien term loans.
Harold L. Hickey, EXCO's chief executive officer and president,
commented, "We believe the successful completion of the reverse
share split and the passage of the charter amendment allowing use
of shares to pay interest provide a number of immediate benefits.
We will be able to comply with NYSE listing standards and
significantly reduce our cash interest payments.  This will allow
us to create value for our shareholders by investing our cash in
the business as opposed to making interest payments."

Once the reverse share split is effected, every 15 shares of EXCO's
issued and outstanding common stock (and such shares held in
treasury) will be converted into one share of common stock.  The
reverse share split and related charter amendment will
disproportionately reduce the number of the Company's authorized
common shares from 780 million to 260 million.  No fractional
shares will be issued for the reverse share split.  Instead, the
Company will round fractional shares upwards to the next whole
share.  The new CUSIP number for the Company's common stock
post-reverse share split is 269279 501.

Continental Stock Transfer & Trust Company, LLC, the Company's
transfer agent, will act as the exchange agent for the reverse
share split.  Shareholders with certificated shares will receive a
letter of transmittal from Continental Stock with instructions on
how to surrender certificates representing pre-split shares.
Shareholders should not send in their pre-split certificates until
they receive a letter of transmittal from Continental Stock.
Shareholders with book-entry shares or who hold their shares
through a bank, broker or other nominee will not need to take any
action.  Please contact Continental Stock for further information
at (212) 509-4000.

Additional information about the reverse share split, the related
charter amendment, and the issuance of common shares by the Company
can be found in the Company's definitive proxy statement filed with
the Securities and Exchange Commission on April 24, 2017.

                            About EXCO

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

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

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

                           *    *    *

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

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


FIDELITY & GUARANTY: Fitch Keeps 'BB' IDR on Rating Watch Evolving
------------------------------------------------------------------
Fitch Ratings has maintained the ratings of Fidelity & Guaranty
Life and subsidiaries (collectively referred to as F&G Life) on
Rating Watch Evolving. The affected ratings include the 'BBB'
(Good) Insurer Financial Strength (IFS) ratings for the life
insurance subsidiaries, Fidelity & Guaranty Life Insurance Co. and
Fidelity & Guaranty Life Insurance Co. of New York, the 'BB'
Long-Term Issuer Default Rating (IDR) assigned to Fidelity &
Guaranty Life Holdings, Inc., and the 'BB-' senior unsecured note
rating.

KEY RATING DRIVERS

The rating action follows the announcement that F&G Life has agreed
to be acquired by a consortium made up of CF Corporation, a special
purpose acquisition company, funds affiliated with Blackstone, &
Fidelity National Financial in an all-cash transaction valued at
approximately $1.83 billion. The transaction is expected to close
in the fourth quarter of 2017 subject to shareholder and regulatory
approvals and satisfaction of other customary closing conditions.

The Rating Watch Evolving status reflects the uncertain impact of
the proposed change in ownership on F&G Life's ratings. Fitch's
review will focus on the impact of the change in ownership on F&G
Life's financial and operating strategies, and overall credit
profile. Resolution of the Rating Watch status will be dependent on
completion of the deal, though the direction of the Rating Watch
could change in advance of the close based on Fitch's ongoing
review of the transaction.

F&G Life's current Insurer Financial Strength (IFS) ratings largely
reflect the company's standalone credit profile at 'BBB' as a
subsidiary of HRG Group Inc., while the IDR and senior unsecured
note ratings of FGLH reflect the non-standard (i.e. wider) notching
from the IFS rating as a result of the rating and financial profile
of its highly leveraged parent, HRG Group Inc. (HRG; 'B' IDR).

Fitch's ratings for F&G Life continue to reflect the company's
relatively narrow product focus and liability profile, strong
balance sheet profile, and improved operating performance. The
ratings also consider the competitive and regulatory challenges
tied to the company's strategic focus selling fixed indexed
annuities (FIAs) through independent marketing organizations
(IMOs), and macroeconomic challenges associated with low interest
rates. F&G Life's recent financial performance and balance sheet
fundamentals remain in line with rating expectations.

RATING SENSITIVITIES

F&G Life's ratings could be downgraded if the transaction is
completed as planned and Fitch believes the proposed transaction
negatively impacts F&G Life's credit profile.

Conversely, F&G Life's ratings could be upgraded if the transaction
is completed as planned and Fitch believes the proposed transaction
positively impacts F&G Life's credit profile.

Fitch maintains the following ratings on Rating Watch Evolving:

Fidelity & Guaranty Life Insurance Co.
Fidelity & Guaranty Life Insurance Co. of New York
-- IFS rating 'BBB'.

Fidelity & Guaranty Life Holdings, Inc.
-- Long-term IDR 'BB';
-- Senior unsecured note due April 2021 'BB-'.


GENERAL WIRELESS: U.S. Trustee Adds Cheng Pu to Creditors' Panel
----------------------------------------------------------------
Andrew R. Vara, Acting U.S. Trustee for Region 3, on June 1 added
Cheng Pu Electronics, Ltd., to the official committee of unsecured
creditors in the Chapter 11 cases of General Wireless Operations
Inc. and its affiliates.

As reported by the Troubled Company Reporter on March 21, 2017, the
Trustee on March 17 appointed seven creditors to serve on the
Committee.

The committee members now include:

     (1) Spectrum Brands, Inc.
         Attn: Don Osborne
         3001 Deming Way
         Middleton, WI 53562
         Tel: (608) 275-4626

     (2) Brightstar US, Inc.
         Attn: Rehan S. Haque, Esq.
         850 Technology Way
         Libertyville, IL 60048
         Tel: (847) 573-2699

     (3) ION America, LLC
         Attn: Chris Oatway
         513 South Lenola Road No. 208
         Moorestown, NJ 08057
         Tel: (856) 439-6473

     (4) Weide Electronics Co., LTD.
         Attn: Wei Wan Min
         c/o Brian Mittledorf
         14226 Ventura Boulevard
         Sherman Oaks, CA 91423
         Tel: (818) 990-4800

     (5) Ideavillage Products Corp.
         Attn: David M. Epstein
         155 Route 46 West, 4th Floor
         Wayne, NJ 07470
         Tel: (973) 826-8418

     (6) Protop International, Inc.
         10F-8, No. 237, Sec. 1, Datong Road
         Xizhi District, New Taipei City 22161
         Tel: +886-2-2647-192

     (7) Brixmor Property Group, Inc.
         450 Lexington Avenue, 13th Floor
         New York, NY 10017-3904
         Tel: (212) 869-3000

     (8) Cheng Pu Electronics, Ltd.
         Attn: John Lee
         No. 1146, Sec. 4, An Ming Road
         Tainan, R.O.C. 709, Taiwan

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 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.


GEORGINA LLC: Disclosures OK'd; Plan Hearing on July 28
-------------------------------------------------------
The Hon. Martin R. Barash of the U.S. Bankruptcy Court for the
Central District of California has approved Georgina, LLC's
disclosure statement dated April 4, 2017, describing the Debtor's
amended Chapter 11 plan.

A hearing to consider the confirmation of the Plan is scheduled for
July 28, 2017, at 10:00 a.m.  Should the July 28, 2017 hearing to
consider confirmation of the Plan not take place for any reason,
July 31, 2017, is scheduled as a holding date for the hearing to
consider confirmation of the Plan.

Continued Chapter 11 Status Conference and the Pretrial Conference
regarding the plan confirmation will be held on June 27, 2017, at
2:30 p.m.

                        About Georgina LLC

Georgina, LLC, based in Tarzana, CA 91356, based in Tarzana, CA,
91356, filed a Chapter 11 petition (Bankr. C.D. Cal. Case No.
16-10140) on Jan. 18, 2016.  The Hon. Martin R. Barash presided
over the case.  Raymond H Aver, Esq., at Law Offices of Raymond H.
Aver PC served as bankruptcy counsel.

In its petition, the Debtor estimated $2 million in assets and
$908,697 in liabilities.

The petition was signed by Ben Sayani, manager.

The Debtor listed Imad Aboujawdah Civic Design and Drafting, Inc.,
as its largest unsecured creditor holding a claim of $25,600.


GFC PROPERTIES: Valley National Opposes Cash Collateral Use
-----------------------------------------------------------
Valley National Bank, a national banking association, filed with
the U.S. Bankruptcy Court for the Southern District of Florida an
emergency motion to prohibit GFC Properties, Inc.'s unauthorized
use of cash collateral.

Valley National Bank, as successor by merger to 1st United Bank, as
successor in interest to The Bank of Miami, N.A., f/k/a The
International Bank of Miami, N.A., by asset acquisition from the
Federal Deposit Insurance Corporation as Receiver for The Bank of
Miami, N.A. f/k/a The International Bank of Miami, N.A., also
requests that the Court to require the Debtor to provide with an
accounting of (i) all of the cash collateral the Debtor has used to
date and, (ii) all of the cash in the Debtor's possession, custody
or control at the time of the Petition Date, and at present.

The sole nature of Debtor's business is simply to rent out its 26
unit apartment building located 111 NW 152nd Street, Miami, FL
33169.  The Debtor conducts no other business.  Accordingly, the
Debtor's sole source of revenue is the rents being collected from
its tenants at the Property.

To fund the Debtor's purchase of the Property, The International
Bank of Miami, N.A. loaned the Debtor the sum of $1,300,000, which
is secured by a Mortgage that fully encumbers (a) the Property, (b)
all existing and future rents, leases and profits from the
Property, and (c) all of the Debtor’s tangible and intangible
personal property.  Subsequently, The International Bank of Miami,
N.A., changed its name to The Bank of Miami, N.A.

The Office of Comptroller of the Currency took possession of the
business and property of The Bank of Miami, N.A., and appointed the
FDIC as receiver, and the FDIC accepted the appointment.
Thereafter, the FDIC as receiver for The Bank of Miami, N.A.
transferred a large amount of the former The Bank of Miami, N.A.'s
assets to 1st United Bank, including the loan at issue.  1st United
Bank then merged into, and changed its name to, Valley National
Bank.  Currently, Valley National Bank owns, holds and is entitled
to enforce the Loan Documents.

Prior to the Petition Date, the Debtor was in default under the
terms of the Loan Documents because of its failure to, inter alia,
pay to pay the February 2017, March 2017, April 2017 and May 2017
monthly installment payments, as agreed. Notably, the Loan was
scheduled to mature on July 1, 2017.  Consequently, Valley National
Bank commenced a foreclosure action against the Debtor, initiating
Case No. 2017-010381 CA 01, in the Circuit Court of the 11th
Judicial Circuit, in and for Miami-Dade County, Florida.

As of May 1, 2017, the Debtor owes Valley National Bank no less
than $1,085,386 in principal, plus interest, late charges and
attorney's fees.

Valley National Bank believes that the Debtor continues to operate
the Property as a Chapter 11 debtor-in-possession, and has done so
since the Petition Date. In doing so, however, the Debtor is
operating in direct violation of the Bankruptcy Code, as neither
Valley National Bank nor the Court has authorized the Debtor's use
of cash collateral.

Attorneys for Valley National Bank:

          Harris J. Koroglu, Esq.
          SHUTTS & BOWEN LLP
          200 South Biscayne Blvd., Suite 4100
          Miami, FL 33131
          Phone: 305-358-6300
          Facsimile: 305-347-7888
          E-mail: hkoroglu@shutts.com

                       About GFC Properties

GFC Properties, Inc., owns a 26-unit apartment building located 111
NW 152nd Street, Miami, FL 33169.  The sole nature of GFC's
business is simply to rent out the apartments at the Property.

GFC Properties filed a Chapter 11 petition (Bankr. S.D. Fla. Case
No. 17-16585) on May 25, 2017.  Ginette Claude, president, signed
the petition.  The Debtor is represented by Sheleen G. Khan, Esq.,
at the Law Office of Sheleen G. Khan P.A. At the time of filing,
the Debtor estimated assets and liabilities to be less than
$50,000.


GILLESPIE OFFICE: Plan Solicitation Period Extended Until July 31
-----------------------------------------------------------------
Judge August B. Landis of the U.S. Bankruptcy Court for the
District of Nevada extended the exclusivity period to solicit
acceptances to Gillespie Office and Systems Furniture, Inc.'s plan
of reorganization through July 31, 2017.

The Troubled Company Reporter has previously reported that the
Debtor requested for an additional extension of exclusivity through
July 31, 2017, so that the confirmation hearing can be held during
the exclusivity period, and in order for the Debtor to successfully
continue with its Plan and Disclosure Statement as reviewed by the
Court.

The Debtor filed its Disclosure Statement on March 15, 2017, and
during the hearing on the Disclosure Statement on May 3, the Court
had verbally approved the Disclosure Statement and set a
confirmation hearing on the Plan for July 10.

           About Gillespie Office and Systems Furniture

Gillespie Office and Systems Furniture, Inc., does business as A&B
Printing, located at 2908 South Highland Drive, Set. B, Las Vegas,
Nevada.  The Company has been providing printing and mailing
services to customers in Las Vegas since 1979.

Gillespie Office and Systems Furniture filed a Chapter 11
bankruptcy petition (Bankr. D. Nev. Case No. 16-11943) on April 11,
2016.  The petition was signed by Kathleen L. Gillespie, president.
The Debtor estimated assets and liabilities at $500,001 to $1
million at the time of the filing.   

Morris, Polich & Purdy serves as bankruptcy counsel to the Debtor
in place of the law firm of Larson and Zirzow, effective as of June
17, 2016.  Levy Law, LLC serves as special counsel while Holland &
Hart serves as insurance defense litigation counsel to the Debtor.
Serl, Keefer, Welter CPAs, LLP has been tapped as accountant.

No request has been made for the appointment of a trustee or
examiner, and no official committees have been appointed in this
Chapter 11 Case.


GUIDED SYSTEMS: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Guided Systems Technologies, Inc.
        P.O. Box 1453
        McDonough, GA 30253

Business Description: Guided Systems is a provider of engineering
                      and construction services focused primarily
                      on the application of its patented neural
                      network adaptive control methods in the
                      aerospace sector.  Its technology is used to
                      dramatically reduce the time and money
                      required to complete guidance and control
                      system design, development and validation,
                      and also offers the potential to
                      significantly increase a system's tolerance
                      of faults or failures when redundant means
                      for actuation are available.  While
                      applicable to manned flight systems,
                      missiles, munitions and spacecraft, the
                      technology is particularly well suited to
                      the development programs typical of unmanned
                      flight vehicles, and is especially effective
                      in application to rotorcraft and other types
                      of complex vertical take-off and landing
                      vehicle designs.  The technology also offers
                      great benefits for control of flexible
                      structures, including the flexible airframes

                      that are characteristic of next generation
                      High Altitude Long Endurance (HALE) aircraft
                      designs.  

                      The Company is a small business Debtor as
                      defined in 11 U.S.C. Section 101(51D).

                      Website: http://guidedsys.com

Chapter 11 Petition Date: June 2, 2017

Case No.: 17-59688

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

Debtor's Counsel: David A. Geiger, Esq.
                  GEIGER LAW, LLC
                  Suite 525
                  1275 Peachtree Street, NE
                  Atlanta, GA 30309
                  Tel: 404-815-0040
                  Fax: 404-549-4312
                  E-mail: david@geigerlawllc.com

Estimated Assets: $0 to $50,000

Estimated Liabilities: $1 million to $10 million

The petition was signed by Dr. J. Eric Corban, founder and CTO.

A copy of the Debtor's list of 20 largest unsecured creditors is
available for free at http://bankrupt.com/misc/ganb17-59688.pdf


GULFMARK OFFSHORE: RBS Forbearance Extended Until June 16
---------------------------------------------------------
On May 19, 2017, GulfMark Americas, Inc. and GulfMark Management,
Inc., each a subsidiary of GulfMark Offshore, Inc., entered into a
forbearance agreement with The Royal Bank of Scotland plc, as agent
for the lenders, relating to that certain Multicurrency Facility
Agreement dated as of Sept. 26, 2014.  Pursuant to the RBS
Forbearance Agreement, the Agent agreed, among other things, to
waive the defaults and events of default specified in the RBS
Forbearance Agreement and to forbear from exercising any rights or
remedies under the RBS Facility Agreement as a result of any such
defaults and events of default specified in the RBS Forbearance
Agreement until the earlier of May 31, 2017, and the occurrence of
any of the early termination events specified in the RBS
Forbearance Agreement. GulfMark Americas and GulfMark Management
entered into an extension agreement with the Agent as of May 31,
2017, that extends the forbearance period until the earlier of June
16, 2017, and the occurrence of any of the specified early
termination events.  A copy of the RBS Extension Agreement is
available for free at https://is.gd/Z77tNI

                     About Gulfmark Offshore

GulfMark Offshore, Inc., a Delaware corporation, was incorporated
in 1996.  The Company provides offshore marine support and
transportation services primarily to companies involved in the
offshore exploration and production of oil and natural gas.  The
Company's vessels transport materials, supplies and personnel to
offshore facilities, and also move and position drilling and
production facilities.  The majority of the Company's operations
are conducted in the North Sea, offshore Southeast Asia and
offshore the Americas.  The Company currently operates a fleet of
73 owned or managed offshore supply vessels, or OSVs, in the
following regions: 30 vessels in the North Sea, 13 vessels offshore
Southeast Asia, and 30 vessels offshore the Americas.

GulfMark Offshore, Inc. filed for bankruptcy protection (Bankr. D.
Del., Case No. 17-11125) on May 17, 2017.  Quintin V. Kneen,
president and chief executive officer, signed the petition.

As of March 31, 2017, the Debtor listed total assets of $1.07
billion and total debt of $737.1 million in total liabilities and
$339.4 million in total stockholders' equity.

Mark D. Collins, Esq., Zachary I. Shapiro, Esq., Brett M. Haywood,
Esq. and Christopher M. De Lillo, Esq., of Richards, Layton &
Finger, P.A., as well as Gary T. Holtzer, Esq., Ronit J. Berkovish,
Esq., and Debora A. Hoehne, Esq., of Weil Gotshal & Manges LLP
serve as counsel to the Debtor.  The Debtor has also tapped Blank
Rome LLP as corporate counsel; Alvarez & Marsal North America, LLC
as financial advisor; Evercore Group L.L.C. as investment banker;
Ernst & Young LLP as restructuring consultant; KPMG US LLP as
auditor and tax consultant; and Prime Clerk LLC as claims and
noticing agent.


GYMBOREE CORP: Bank Debt Trades at 55% Off
------------------------------------------
Participations in a syndicated loan under Gymboree Corp is a
borrower traded in the secondary market at 44.67
cents-on-the-dollar during the week ended Friday, May 19, 2017,
according to data compiled by LSTA/Thomson Reuters MTM Pricing.
This represents a decrease of 0.25 percentage points from the
previous week.  Gymboree Corp pays 350 basis points above LIBOR to
borrow under the $0.82 billion facility. The bank loan matures on
Feb. 23, 2018 and carries Moody's Caa3 rating and Standard & Poor's
CC rating.  The loan is one of the biggest gainers and losers among
247 widely quoted syndicated loans with five or more bids in
secondary trading for the week ended May 19.


GYMBOREE CORP: Misses June 1 Interest Payment on Senior Notes
-------------------------------------------------------------
The Gymboree Corporation has elected not to make the interest
payment due on June 1, 2017, with respect to its outstanding 9.125%
senior notes due in 2018.

By not making the interest payment, the Company will enter into a
30-day grace period during which it retains the right to pay the
interest due to the holders of the 2018 Notes and thereby remain in
compliance with the indenture governing the 2018 Notes, as
disclosed in a Form 8-K report filed with the Securities and
Exchange Commission.

As of Jan. 28, 2017, the Company had indebtedness totaling $1.043
billion in principal amounts outstanding, of which $871.9 million
is due within 12 months from March 14, 2017:

   * Current liabilities:

      -- $54.0 million of borrowings from ABL line of credit
facility, due in December 2017

      -- $48.8 million of ABL Term loan, due in December 2017

      -- $6.5 million of Term loan, due in March, June, September,
and December 2017

   * Long-term liabilities

      -- $762.6 million of Term loan, due in February 2018

      -- $171.0 million of Senior Notes, due in December 2018

In fiscal 2010, the Company issued $400 million aggregate principal
amount of 9.125% Senior Notes due in December 2018.  Interest on
the Notes is payable semi-annually.   
The Notes are unsecured senior obligations of The Gymboree
Corporation.  The Company's 100%-owned domestic subsidiaries have
fully and unconditionally guaranteed the Company’s obligations
under the Notes.

Cash and cash equivalents and forecasted cash flows from operations
are not sufficient to meet such obligations that will mature over
the next 12 months from March 14, 2017, the company said in its
Form 10-Q for the quarter ended Jan. 28, 2017.

The Company also said in March it is in discussions with a number
of lenders and bondholders to comprehensively restructure or
refinance the outstanding obligations. While the Company has
retained advisors to assist it with this process, no agreements
with lenders and bondholders have been made and such discussions
may not lead to a transaction.

                  About The Gymboree Corporation

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

http://www.janieandjack.com/and http://www.crazy8.com/     

On Nov. 23, 2010, Gymboree Corp completed a merger with Giraffe
Acquisition Corporation in accordance with an Agreement and Plan of
Merger with Giraffe Holding, Inc. ("Parent"), and Acquisition Sub,
a wholly owned subsidiary of Parent, with the Merger funded through
a combination of debt and equity financing.  The Company is
continuing as the surviving corporation and a 100%-owned indirect
subsidiary of the Parent.  Investment funds sponsored by Bain
Capital Private Equity, LP (formerly Bain Capital Partners, LLC)
indirectly owned a controlling interest in Parent.  

Gymboree Corp reported a net loss attributable to the Corporation
of $10.17 million for the year ended Jan. 30, 2016, compared to a
net loss attributable to the Corporation of $574.10 million for the
year ended Jan. 31, 2015.  

As of Jan. 28, 2017, Gymboree had $755.5 million in total assets,
$1.36 billion in total liabilities and a total deficit of $609.1
million.


H-D ACQUISITION: E. Woodruff to Get Monthly Payments in Two Years
-----------------------------------------------------------------
H-D Acquisition Corp., Inc., filed with the U.S. Bankruptcy Court
for the Eastern District of Pennsylvania a second amended
disclosure statement dated May 22, 2017, referring to the Debtor's
plan of reorganization.

The Debtor's Plan provided full payment to all administrative and
priority claims during the term of the Plan.  Secured Creditors
will retain their respective liens on the Debtor's property and be
paid in full with continued interest over the two-year life of the
Plan.  The Debtor has no General Unsecured creditors, and the Plan
does not provide for any payment to General Unsecured Creditors.  

Starting on the Effective Date, the Class B Secured Claim of Emily
Woodruff will be paid equal monthly payments of interest only over
a period of two years from the Effective Date.  The Secured Claim
of Emily Woodruff is a first mortgage lien in the principal amount
of $34,897.

The Debtor will continue to exist as the Reorganized Debtor after
the Effective Date.  On the Effective Date, all remaining assets of
the Debtor will be transferred and vest in the Debtor.

Ballots must be received by June 19, 2017.  Objections to
confirmation of the Plan must be filed by June 21, 2017.  Hearing
on confirmation of the Plan is on June 28, 2017.

A copy of the Second Amended Disclosure Statement is available at:

            http://bankrupt.com/misc/paeb16-13648-78.pdf

                       About H-D Acquisition

H-D Acquisition Corp., Inc., owns a single asset at 2231-43 E.
Ontario Street, Philadelphia, a 25,000 sq. ft. multi-tenant
industrial building consisting of a mix of commercial space,
warehouse/industrial space, and a parking lot.  The Debtor has
owned the premises since 1993.  The Debtor is owned by its
principal, Allen Woodruff.

The Debtor filed for Chapter 11 bankruptcy protection (Bankr. E.D.

Pa. Case No. 16-13648) on May 21, 2016.

Judge Ashely M. Chan presides over the case.

The Debtor estimated assets of $500,000 to $1 million and estimated
debts of $100 million to $500 million.

Robert M. Kline, Esq., serves as the Debtor's counsel.


HALKER CONSULTING: Case Summary & 15 Unsecured Creditors
--------------------------------------------------------
Debtor: Halker Consulting LLC
        7936 E. Arapahoe Ct., Suite 3100
        Centennial, CO

Case No.: 17-15141

Business Description: Halker Consulting is a nationwide provider
                      of multi-disciplined engineering, design,
                      project management, procurement and field
                      services for oil & gas, and other energy
                      industry sectors.

                      The Company specializes in Oil and Gas
                      surface facilities design and engineering to
                      include; multi-well site design, central
                      processing facilities, full field
                      development and optimization, and federal,
                      state, and local regulatory compliance.

                      Halker was founded in 2006 by Matt Halker,
                      P.E. and has experienced steady year-over-
                      year growth and success.  The Company is
                      based in Centennial, Colorado with field
                      operations in Midland, Texas, Greeley,
                      Colorado, Durango, Colorado, and Dickinson,
                      North Dakota.

                      Web site: https://www.halker.com

Chapter 11 Petition Date: June 1, 2017

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

Judge: Hon. Michael E. Romero

Debtor's Counsel: Adam L. Hirsch, Esq.
                  KUTAK ROCK LLP
                  1801 California St., Ste. 3100
                  Denver, CO 80202
                  Tel: 303-297-2400
                  Fax: 303-297-7799
                  E-mail: adam.hirsch@kutakrock.com

Total Assets: $1.55 million

Total Liabilities: $3.63 million

The petition was signed by Matthew Halker, manager.

A copy of the Debtor's list of 15 unsecured creditors is available
for free at http://bankrupt.com/misc/cob17-15141.pdf

The petition is available for free at:

      http://bankrupt.com/misc/cob17-15141_petition.pdf


HALKER CONSULTING: Seeks Cash Access Until Aug. 31
--------------------------------------------------
Halker Consulting LLC and Matthew Halker seek authorization from
the U.S. Bankruptcy Court for the District of Colorado to use cash
collateral in accordance with the Budgets for the period from the
Petition Date until June 30, 2017, on an interim basis, and until
Aug. 31, 2017, on a final basis.

The Debtors have filed a proposed chapter 11 plan on the Petition
Date.  The Debtors' plan proposes to pay all creditors in full on
account of their allowed claims primarily from Halker Consulting's
continued operations and Mr. Halker's ability to continue his
employment with Halker Consulting.  Their ability to make these
payments is dependent on Halker Consulting's ability to continue
its operations uninterrupted in the ordinary course of business
during the Chapter 11 cases.

The Debtors intend to pursue prompt confirmation of their chapter
11 plan, and in order to continue to operate during these Chapter
11 Cases while they pursue confirmation of their plan, the Debtors
must be able to use cash collateral in the ordinary course of
business.  Without the ability to use this cash collateral, the
Debtors will be unable to operate, severely risking their
reorganization goals, in addition to Halker Consulting's employees'
livelihoods and its customer and vendor relationships.

Debtor Halker Consulting has two secured lenders with interests in
its and M. Halker's cash collateral:

   (a) Colorado Business Bank, which is owed the approximate amount
of $1,345,836, plus fees and expenses, as of May 1, 2017.  CoBiz
Bank asserts a first-priority lien on and security interest in all
of Halker Consulting assets.

   (b) Coulton Creek Capital, LLC, which is owed the approximate
amount of $772,550, including fees and expenses, as of May 1, 2017.
The Coulton Creek Loans are secured by, among other things:

          (1) second-priority liens on and security interests in
substantially all of Halker Consulting's assets, Mr. Halker's
equity in Halker Consulting, and his residence with Gretchen
Halker,

          (2) a first-priority security interest in Mr. Halker's
membership interests in the following entities: Halker Consulting,
VIM Resources, LLC, Energy Inspection Service, LLC, and Thomas Oil
and Gas, LLC, and

          (3) a first-priority security interest in substantially
all of Mr. Halker's personal property.

CoBiz Bank and Coulton Creek have agreed to allow the Debtors to
use their cash Collateral on the terms and conditions set forth in
the Agreed Cash Collateral Order.

As adequate protection for the Debtors' use of CoBiz Bank's and
Coulton Creek's Cash Collateral CoBiz Bank and Coulton Creek will
be granted the following under the Agreed Cash Collateral Order:

   (a) The Debtors will pay CoBiz Bank the sum of $50,000 per
month, beginning on June 5, 2017.

   (b) CoBiz Bank and Coulton Creek are each granted and provided
with and will have a security interest in and lien upon all
post-petition inventory, chattel paper, accounts and general
intangibles and all proceeds thereof and all proceeds of the
Pre-Petition Collateral with the same relative priority as they had
to such Pre-Petition Collateral immediately prior to the Petition
Date.

   (c) To the extent that there is a diminution in value in CoBiz
Bank's and Coulton Creek's Pre-Petition Collateral after the
Petition Date that is not offset by the value of the replacement
lien in Adequate Protection Collateral:

       -- CoBiz Bank is granted a first-priority security interest
in and lien upon all prepetition and post-petition assets of Halker
Consulting;

       -- Coulton Creek is granted a second-priority (junior to
CoBiz Bank) security interest in and lien upon all prepetition and
postpetition assets of Halker Consulting; and

       -- Coulton Creek is granted a first-priority security
interest in and lien upon all prepetition and post-petition assets
of Mr. Halker.

       -- CoBiz Bank and Coulton Creek are each granted an allowed
super-priority administrative claim which will have priority over
any and all other indebtedness, liabilities and obligations of the
Debtors, now in existence or hereafter incurred by the Debtors, and
over all administrative expenses or priority claims of any kind.

Such security interests and liens will be subject and subordinate
to: (1) all statutory fees payable to the U.S. Trustee, (2) up to
$25,000 for the allowed fees and costs of Court-approved counsel
and advisors to the Debtors incurred during the Interim Budget
Period, and (3) up to $5,000 for fees, costs and expenses of any
chapter 11 or chapter 7 trustee.

A full-text copy of the Debtor's Motion, dated June 1, 2017, is
available at https://is.gd/qzHzuo

Halker Consulting LLC is represented by:

          Adam L. Hirsch, Esq.
          Kutak Rock LLP
          1801 California St., Suite 3000
          Denver, CO 80202
          Telephone: (303) 297-2400
          Facsimile: (303) 292-7799
          E-mail: adam.hirsch@kutakrock.com

                     About Halker Consulting

Halker Consulting is a nationwide provider of multi-disciplined
engineering, design, project management, procurement, and field
services for the oil and gas sector.

Halker Consulting and Matthew Halker, its president and sole
member, each commenced cases under chapter 11 of the Bankruptcy
Code (Bankr. D. Colo. Case No. 17-15141 and 17-15143, respectively)
on June 1, 2017.  The Debtors are represented by Adam L. Hirsch,
Esq., at Kutak Rock LLP.

No request has been made for the appointment of a trustee or
examiner in either of the Chapter 11 cases.  No creditors'
committee has been formed in either of the Chapter 11 cases.


HAWAIIAN AIRLINES: Fitch Revises Outlook to Pos & Affirms B+ IDR
----------------------------------------------------------------
Fitch Ratings has affirmed the ratings for Hawaiian Airlines, Inc.
(HA), and its parent company Hawaiian Holdings, Inc. at 'B+'. The
Rating Outlook has been revised to Positive from Stable. Fitch has
also affirmed the ratings on certificates issued by Hawaiian
Airlines Pass-Through Trust Series 2013-1.

The revised Outlook is driven by HA's continued solid financial
performance in the past year. HA produced healthy revenue and
operating margin growth in 2016 while reducing on-balance sheet
debt by over $200 million. As a result, total adjusted debt/EBITDAR
sits at 2.6x as of March 31, 2017, down from the mid-5x range as
recently as 2013. Fitch expects Hawaiian's credit metrics to
deteriorate moderately in 2017 due to higher fuel and labor costs,
but to remain at levels that could support an upgrade over the next
year to 18 months. A ratings upgrade may be driven by Hawaiian's
ability to maintain existing credit metrics while absorbing higher
pilot wages or while operating through a more difficult economic
environment, generating positive FCF through the upcoming period of
elevated capital spending, or a combination thereof.

Fitch's primary concerns revolve around upcoming cost pressures,
particularly related to labor as the company works to absorb
increased rates of pay for its pilots. FCF is also likely to be
pressured by increasing capital expenditures. The ratings remain
constrained by Hawaiian's geographic concentration, and its
reliance on demand for travel to Hawaii from a relatively small
number of markets. The company's small size compared to its much
larger U.S. peers also remains a limiting factor.

KEY RATING DRIVERS

Strong Credit Metrics for the Rating: Hawaiian's credit metrics
have improved significantly over the past three years, outpacing
Fitch's expectations from prior reviews. Fitch's current forecast
anticipates that key metrics will deteriorate moderately in 2017
and remain largely stable in the subsequent 1 to 2 years, but may
remain supportive of an upgrade. Modestly weaker credit metrics are
expected as Hawaiian pulls back on its efforts to repay debt and as
operating margins come down from the high levels seen in 2015 and
2016. Free cash flow will also be much more limited over the
intermediate term as the company starts to take delivery of its
A321 NEOs and A330 NEOs over the next several years causing capex
to rise sharply from the low levels experienced over the past two
years. Fitch's base case anticipates adjusted debt/EBITDAR
remaining in the high 2x to low 3x range through 2019 compared to
2.6x at the end of the first quarter of 2017.

Hawaiian's leverage compares well to peers that are rated higher.
For instance, Southwest, Delta, and Alaska have adjusted debt to
EBITDAR metrics of 1.9x, 2.2x, and 2.2x respectively, and all are
rated in the 'BBB' category. Fitch would expect Hawaiian to
maintain stronger credit metrics in order to achieve comparable
ratings to its peers due to the company's geographic concentration
and relatively small size.

Unit Revenue Performance Better than Peers: Hawaiian generated
positive unit revenue growth in 2016 when most of the industry saw
negative results. Hawaiian's performance was driven by its
relatively low level of growth (compared to the high growth phase
that it went through several years ago), maturing markets, moderate
competitive capacity growth, and Hawaiian's unique geographic
exposure. Fitch's forecast includes modest unit revenue gains in
each of the agency's forecast years, supported by the strength of
demand for Hawaiian vacations and by a generally improving unit
revenue environment for the North American sector. Hawaiian saw
RASM increase by 2% in 2016, compared to an average decline of
roughly 2.9% for its peer group.

The company is also anticipating another year of moderate
competitive capacity growth from its important U.S. West Coast
markets. This is in contrast to a material build-up of competitive
capacity in 2014 and 2015 that put pressure on unit revenues for a
period of time. Based on currently published schedules, HA expects
the growth this year to be much more modest, creating an
environment where unit revenues should continue to move higher.

Near-term Cost Pressures: Hawaiian and its pilot union (ALPA)
ratified a new five-year labor agreement in March of this year,
which includes significant pay increases. ALPA states that the new
contract will include immediate increases of between 20% and 45%
depending on the pilot's tenure and the type of equipment that they
operate. The previous contract had been amendable since September
of 2015.

Higher wages are the primary driver behind an increase non-fuel
CASM, which Fitch estimates to be in the mid-to-high single digits
for 2017. Jet fuel prices are also up from 2016, meaning that
operating margins in 2017 and through the remainder of Fitch's
forecast are meaningfully below levels generated in 2015 and 2016,
though Fitch expects profitability to remain above levels generated
prior to 2014. One positive factor regarding the new contract is
that it removes some level of uncertainty, since the pilots are now
locked in to a five-year deal. Hawaiian now has contracts with all
of its unions that run through at least 2021 except for the flight
attendants, whose contract became amendable in January of 2017.
Fitch expects that any potential increase in flight attendant wages
would have a less significant impact on HA's cost structure than
the recent pilot deal.

Increasing Inter-Island Competition: Although Fitch expects
Hawaiian to maintain its dominant position in its inter-island
markets, competition is increasing as Island Air, Hawaii's second
largest commuter airline, is revamping its fleet. Island Air is in
the process of retiring its fleet of five mid-90s era ATR 72
turboprops and replacing them with up to seven leased Bombardier
Q-400s. The new planes will feature 78 seats, up from 64 on its
existing ATRs. Island Air is also ramping up its frequencies,
planning to fly as many as 476 daily one-way flights up from its
current offering of 266. The new aircraft will also represent an
improved product offering compared its aging ATRs, potentially
making Island Air a more compelling option for travellers.

Despite Island Air's planned growth, Hawaiian will remain the
dominant player in the market for the foreseeable future. For
comparison, Hawaiian operates a fleet of 20 717-200s (each with a
total of 128 seats) and three ATR-42s in its inter-island fleet.
Hawaiian also has the advantage of easily connecting passengers
from its long-haul flights onto local connections. Nevertheless,
the added competitive capacity is likely to put some pressure on
inter-island yields over the near-to-intermediate term.

Solid financial flexibility: Fitch considers Hawaiian's financial
flexibility to be solid for the rating. As of March 31, 2017, the
company had a cash balance of $467 million, $274 million in
short-term investments and full availability under its $225 million
revolver. Fitch considers the company's upcoming debt maturities to
be manageable. Maturities total $30 million for the remainder of
2017 and $48 million in 2018.

Fitch expects free cash flow to turn negative in 2017 after HA
generated over $200 million in both 2016 and 2015. The positive FCF
in 2016 was driven by minimal aircraft spending and lower fuel
prices. However, capex will rise in 2017 to around $415 million
from $185 million in 2016 due prepayments for aircraft and the
delivery of three A321neos and one A330-200. HA is taking
deliveries of more A321-neos in 2018 and 2019 and it will also
receive its first A330neos in in 2019. As such, Fitch expects FCF
to remain roughly neutral or slightly negative through the
remainder of the forecast period. Although capex is expected to be
higher over the next several years, expenditures will consist
primarily of highly financeable aircraft, allowing HA some
flexibility around how it chooses to fund its deliveries.

LIQUIDITY

Liquidity as of March 31, 2017 consisted of $467 million of
unrestricted cash on hand, $273.7 million of short-term investments
and full availability under Hawaiian's new $225 million revolver.
The company amended and restated its revolver in December 2016,
increasing the size to $225 compared to its previous $175 million
RC. The maturity date was extended to December 2019. Total
liquidity equated to roughly 38% of LTM revenue. Upcoming
maturities total $30 million for the last three quarters of 2017
and $62 million in 2018. Fitch considers these maturities to be
manageable given Hawaiian's current liquidity balance and expected
cash flow generation. Maturities peak in 2019 at $87 million. In
2016, the company introduced a new cash and cash equivalents
minimum target of $500 million.

KEY ASSUMPTIONS

Fitch's key assumptions within Fitch ratings case for the issuer
include:

-- Continued moderate expansion of tourism to the Hawaiian
    islands over the near term;
-- Moderately increasing fuel prices through the forecast period
    (reaching ~$70/barrel in 2019);
-- Capacity growth in the low-to-mid single digits through the
    next two years;
-- Annual unit revenue gains in the low-single digits.

EETC Ratings

Senior EETC tranche ratings are primarily based on a top-down
analysis of the level of overcollateralization featured in the
transaction. The ratings also incorporate the structural benefits
of section 1110 of the bankruptcy code, and the presence of an
18-month liquidity facility.

Fitch's stress case utilizes a top-down approach assuming a
rejection of the entire pool of aircraft in a severe global
aviation downturn. The stress scenario incorporates a full draw on
the liquidity facility, an assumed 5% repossession/ remarketing
cost, and a 30% stress to the value of the aircraft collateral. The
30% value haircut corresponds to the low end of Fitch's 30% to 40%
'A' category stress level for Tier 2 aircraft.

The collateral pool in this transaction consists of six 2013 and
2014 vintage A330-200s. Fitch views the A330-200 as a high quality
Tier 2 aircraft.

Values for the A330 family continue to experience some softness
with the pending introduction of the A330 NEO and from the recent
introduction of the A350. The A330-200 also suffers from
competition with the 787, as the 787-8 and 787-9 bracket the
A330-200 in terms of seating capacity, while the 787 is a more
efficient aircraft. Nevertheless, the 2013-1 class A certificates
continue to pass Fitch's 'A' category stress test.

Subordinated tranche ratings are adjusted from Hawaiian's IDR based
on three primary considerations: 1) affirmation factor, 2) presence
of a liquidity facility, and 3) recovery prospects. Fitch considers
the affirmation factor for this collateral pool to be moderate to
high resulting in a +2 notch adjustment (maximum is 3). The B
tranche also features an 18-month liquidity facility, providing a
further +1 notch adjustment. No adjustment has been made for
recovery, resulting in a rating of 'BB+'.

RATING SENSITIVITIES

Future actions that may individually or collectively cause Fitch to
take a positive rating action include:

-- Sustained adjusted debt/EBITDAR around or below 3.5x;
-- Expectations for sustained positive FCF generation over the
    longer term;
-- EBITDAR margins sustained at or above the 17% to 20% range.

Although HA's credit metrics are currently in-line with those
outlined above, future positive rating actions may be driven by
expectations for metrics to be sustained amidst a more difficult
operating environment (i.e. higher fuel prices or a notable drop in
demand).

Future actions that may individually or collectively cause Fitch to
take a negative rating action include:

-- Capacity additions into the Hawaiian market which cause
    sustained weakness in yields;
-- Leverage rising and remaining at or above 5x;
-- A notable drop in tourism to Hawaii caused by a natural
    disaster or economic downturn;
-- EBITDAR margins falling and remaining below 15%.

EETC Sensitivities

A-tranche ratings are primarily driven by the underlying
collateral. The ratings could be considered for a negative action
if declines in base value for the A330-200 outpace Fitch's
expectations. A positive rating action is not expected at this
time.

The subordinate tranche ratings are directly linked to Hawaiian's
IDR. However, Fitch EETC criteria calls for some ratings
compression as the corporate ratings rise. Therefore if HA were
upgraded to 'BB-', the B-tranche may be affirmed at 'BB+'. If HA
were to be downgraded to 'B', the B-tranche may be downgraded in
tandem.

FULL LIST OF RATING ACTIONS

Fitch has affirmed the following:

Hawaiian Holdings, Inc.
-- Long-Term IDR at 'B+'.

Hawaiian Airlines, Inc.
-- Long-Term IDR at 'B+'.

Hawaiian Airlines 2013-1 Pass-Through Trust
-- Series 2013-1 class A certificates at 'A-';
-- Series 2013-1 class B certificates at 'BB+.

The Rating Outlook has been revised to Positive.


HELLBENDER BREWING: Has $200K Equity Infusion from Dr. Evans
------------------------------------------------------------
Hellbender Brewing Company LLC filed with the U.S. Bankruptcy Court
for the District of Columbia a proposed disclosure statement for
their amended chapter 11 plan of reorganization.

The latest plan asserts that each holder of an Allowed Class 3
Claim will be paid as follows: (i) in Cash in an amount equal to
such Allowed Class 3 Claim, on the later of the Effective Date or
30 days after any such claim becomes an Allowed Unsecured Claim, or
(ii) upon such other less favorable terms as may be agreed to by
the holder of such Allowed Unsecured Claim and the Reorganized
Debtor.  If and only if the Bankruptcy Court determines that the
Debtor must pay interest to holders of Allowed Class 3 Claims for
Class 3 to be unimpaired, each holder of an Allowed Class 3 Claim
will also receive interest on the Allowed Class 3 Claim at the
Legal Interest Rate for the period commencing on the Petition Date
and ending on the Effective Date (or date of payment, if payment is
made after the Effective Date). Class 3 is unimpaired by the Plan.


The Plan will be funded by the Equity Infusion and Available Cash
from the operations of the Debtor's business. This amended plan
also states that the Debtor has received $200,000 of the Equity
Infusion from Dr. Thomas Evans, one of  the Equity Interest
Holders.  These funds have been deposited in the Debtor's DIP
account. The Debtor has reserved $175,000 of these funds for the
payment of Allowed Class 3 Claims, interest on the Allowed Class 3
Claims (if the Bankruptcy Court determines that interest must be
paid on Allowed Class 3 Claims for such Claims to be deemed
unimpaired), and other payment obligations under the Plan. These
funds shall remain in the DIP account until the  Effective Date and
shall not be used for any other purpose. The Debtor anticipates
that it will also receive contributions to fund the Equity Infusion
in the amount of $50,000 from Nicholas McConnell prior to the
Confirmation Hearing and $15,000 from Robert Voight prior to the
Effective Date.

The previous version of the plan stated that in the event that the
Debtor is unable to secure the Equity Infusion on or before the
Effective Date, the lender will have the right to pursue its rights
and remedies under state law, and the Debtor will not seek to
enforce the automatic stay, re-file for bankruptcy protection, or
otherwise interfere with the Lender's pursuit of its rights and
remedies under state law, except as permitted by state law.

A full-text copy of the Disclosure Statement is available at:

      http://bankrupt.com/misc/dcb16-00577-147.pdf

              About Hellbender Brewing Company

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

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

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

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

The Debtor tapped Davis Write Tremaine LLP as special counsel.


HERTZ CORP: Moody's Rates $1-Bil. 2nd Lien Notes Due 2022 'B1'
--------------------------------------------------------------
Moody's Investors Service assigned B1 rating to The Hertz
Corporation's $1.0 billion of 2nd lien notes due 2022. Proceeds
will be used to repay approximately $700 million of senior
unsecured debt. The remaining $300 million of proceeds will be used
to refinance other existing debt that could include additional
unsecured obligations as well as 1st lien debt. Hertz's other
ratings are affirmed: B2 Corporate Family Rating (CFR), Ba2 for 1st
lien debt, B3 for senior unsecured debt, Caa1 for promissory notes,
and SGL-3 Speculative Grade Liquidity rating. The outlook remains
stable.

RATING RATIONAL

The turnaround plan being pursued by Hertz's recently installed
senior management is sound, and it focuses on accelerating
investment in the areas that need to be addressed in order to
reestablish a more competitive operating structure. These areas
include: managing its fleet purchases to avoid over-fleeting,
refocusing on vehicle procurement and disposition strategies, and
reinvesting in IT systems. Despite the merits of the turnaround
plan, the initiative will be a multi-year undertaking and effective
implementation could be challenging.

Maintaining adequate liquidity is a critical factor supporting
Hertz's stable rating outlook as it attempts to fund its turnaround
plan. Moreover, Hertz's liquidity is highly seasonal, and the
company generally approaches its borrowing peak at the beginning of
each summer. At March 31, 2017 Hertz's liquidity position consisted
of $939 million available (after letter-of-credit usage) under a
$1.7 billion revolving credit facility, $785 million of
unrestricted cash, and over $4 billion in multi-year ABS borrowing
facilities.

To access the revolver, Hertz's first-lien covenant requires the
company to maintain a ratio of first-lien debt/EBITDA of no more
than 3.25x for the first, second and third quarters of 2017;
dropping to 3.0x for fourth quarter of 2017 and beyond, among other
restrictions. At the end of the first quarter, 2017 Hertz
calculated its covenant leverage at 2.4x with approximately $118
million of EBITDA headroom, which Moody's believes is sufficient to
ensure access to the revolver through the year.

The ratings could be upgraded once Hertz shows clear progress in
implementing its turnaround plan, with the progress expected to be
sustained. Metrics that could support a higher rating include:
debt/EBITDA below 4.0x; a pre-tax margin approximating 7%; and
EBITDA/interest above 6.0x.

The ratings could be downgraded if the company's third quarter,
2017 GAAP corporate EBITDA is below $300 million, or if the company
is expected to sustain: pre-tax earnings below breakeven;
debt/EBITDA above 5.0x, or EBITDA/interest below 5.0x.

The following rating actions were taken:

Issuer: Hertz Corporation (The)

-- Senior Secured Regular Bond/Debenture (Local Currency),
    Assigned B1 (LGD 3)

Outlook Actions:

Issuer: Hertz Corporation (The)

-- Outlook, Remains Stable

Issuer: Hertz Holdings Netherlands BV

-- Outlook, Remains Stable

Affirmations:

Issuer: Hertz Corporation (The)

-- Probability of Default Rating, Affirmed B2-PD

-- Speculative Grade Liquidity Rating, Affirmed SGL-3

-- Corporate Family Rating, Affirmed B2

-- Senior Secured Bank Credit Facility, Affirmed Ba2 (LGD 1 from
    LGD 2)

-- Senior Unsecured Regular Bond/Debenture, Affirmed B3 (LGD 5
    from LGD 4)

Issuer: Hertz Corporation (The) (Old)

-- Senior Unsecured Regular Bond/Debenture, Affirmed Caa1 (LGD 6)

Issuer: Hertz Holdings Netherlands BV

-- Senior Unsecured Regular Bond/Debenture, Affirmed B3 (LGD 5
    from LGD 4)

The principal methodology used in this rating was Equipment and
Transportation Rental Industry published in April 2017.


HHGREGG INC: Committee Taps Bingham Greenebaum as Local Counsel
---------------------------------------------------------------
The official committee of unsecured creditors appointed in Gregg
Appliances Inc.'s Chapter 11 case received approval from the U.S.
Bankruptcy Court for the Southern District of Indiana to employ
Bingham Greenebaum Doll LLP.

The firm will provide general legal services as local counsel,
including in the areas of bankruptcy, corporate, real estate,
finance, intellectual property, labor and employment, litigation
and tax advice.

The committee anticipates that the firm's professionals may attend
to certain matters related to the Debtor's bankruptcy case
independent of Cooley LLP, the lead counsel, which does not have an
office in Indiana.

The attorneys and paraprofessionals who will be primarily
responsible for representing the committee will charge these hourly
rates:

     John Ames              Partner       $570
     Thomas Scherer         Partner       $490
     Whitney Mosby          Partner       $355
     James Irving           Partner       $340
     April Wimberg          Associate     $250
     Christopher Madden     Associate     $200
     Susan Mays             Paralegal     $195

James Irving, Esq., a partner at Bingham, disclosed in a court
filing that his firm does not represent any entity, which has an
adverse interest that would prevent it from representing the
committee.

In accordance with Appendix B-Guidelines for reviewing fee
applications filed by attorneys in larger Chapter 11 cases, Bingham
disclosed that it has not agreed to any variations from, or
alternatives to, its standard or customary billing arrangements.  

The firm also disclosed that it has not represented the committee
in the 12 months prior to the Debtor's bankruptcy filing, and that
it has already sent a specific budget for its fees and staffing to
the chairperson of the committee for approval.

Bingham can be reached through:

     James R. Irving, Esq.
     Bingham Greenebaum Doll LLP
     3500 National City Tower
     101 South Fifth Street
     Louisville, KY 40207
     Phone: (502) 587-3606
     Fax: (502) 540-2215
     Email: jirving@bgdlegal.com

                       About hhgregg Inc.

Indianapolis, Indiana-based hhgregg, Inc. is an appliance,
electronics and furniture retailer. Founded in 1955, hhgregg is a
multi-regional retailer currently with 220 stores in 19 states
that also offers market-leading global and local brands at value
prices nationwide via hhgregg.com.

hhgregg Inc., Gregg Appliances Inc. and HHG Distributing LLC
sought protection under Chapter 11 of the Bankruptcy Code
(Bankr. S.D. Ind. Lead Case No. 17-01302) on March 6, 2017. The
petition was signed by Kevin J. Kovacs, chief financial officer.

At the time of the filing, hhgregg and HHG Distributing estimated
assets and liabilities of less than $50,000. Gregg Appliances
estimated its assets and liabilities at $100 million to $500
million.

The Debtors engaged Morgan, Lewis & Bockius LLP and Ice Miller LLP
as counsel; Berkeley Research Group, LLC as financial advisor;
Stifel and Miller Buckfire & Co. as investment banker; Hilco IP
Services as intellectual property advisor; Altus Group US, Inc. as
tax advisor; and Donlin, Recano & Company, Inc. as claims and
noticing agent.

The U.S. Trustee has appointed creditors to serve on the official
committee of unsecured creditors in the case of Gregg Appliances,
Inc., Case No. 17-01303-RLM-11.  No official committee has been
appointed in the cases of hhgregg, Inc., No. 17-01302-RLM-11 or HHG
Distributing, LLC, No. 17- 01304-RLM-11.

The Committee hired Cooley LLP and Bingham Greenebaum Doll LLP as
counsel, and ASK LLP as avoidance claims counsel.  Province, Inc.
serves as its financial advisor.

Counsel to the Agent for the Debtors' prepetition secured lenders
and the lenders providing DIP financing are Sean M. Monahan, Esq.,
at Choate, Hall & Stewart LLP; and Jay Jaffe, Esq., at Faegre Baker
Daniels, LLP.

                           *     *     *

hhgregg filed for Chapter 11 bankruptcy, saying it had signed a
term sheet with an anonymous party to purchase the Company assets.
The Company said at that time it expected a quick and smooth
process through Chapter 11 with emergence in approximately 60
days.

Ten days later, hhgregg said it has terminated the nonbinding term
sheet with the anonymous party because the Company was unable to
reach a definitive agreement on terms.  The Company said it
continues to work with interested third parties to purchase assets
of the business.  hhgregg added it had received strong interest
from third parties interested in buying some or all of the
Company's assets.

Subsequently, hhgregg executed a consulting agreement with a
contractual joint venture comprised of Tiger Capital Group, LLC and
Great American Group, LLC to conduct a sale of the merchandise and
furniture, fixtures and equipment located at the Company's retail
stores and distribution centers.  

On April 7, 2017, hhgregg announced that the Bankruptcy Court
approved the Company's initiation of the process to liquidate the
assets of the Company commencing on April 8.  Specifically, the
Court approved, at the Company's request, a plan for the Company to
close 132 retail stores and the Company's distribution centers.  

According to a disclosure with the Securities and Exchange
Commission in March, debtors Gregg Appliances, Inc. and HHG
Distributing, LLC entered into a Consulting Agreement with a
contractual joint venture between Tiger Capital Group and Great
American Group to conduct the sale of the merchandise and
furniture, fixtures and equipment located at the Company's 132
retail stores and the distribution centers. The approval of each
of
this plan resulted from the Company's decisions to take the
necessary steps to liquidate the assets of the Company and its
subsidiaries as a part of the Chapter 11 proceedings.

The Company has said it does not anticipate any value will remain
from the bankruptcy estate for the holders of the Company's common
stock, although this will be determined in the continuing
bankruptcy proceedings.


HHGREGG INC: Committee Taps Cooley LLP as Lead Counsel
------------------------------------------------------
The official committee of unsecured creditors appointed in Gregg
Appliances Inc.'s Chapter 11 case received approval from the U.S.
Bankruptcy Court for the Southern District of Indiana to hire
Cooley LLP as its lead counsel.

The committee tapped the firm to, among other things, investigate
pre-bankruptcy transactions involving Gregg Appliances and its
affiliates, assist in negotiations on any proposed Chapter 11 plan
or exit strategy, and assist in the Debtors' efforts to reorganize,
sell or liquidate their assets

The hourly rates charged by Cooley professionals who are
anticipated to provide the services are:

     Cathy Hershcopf     Partner     $1,055
     Seth Van Aalten     Partner       $885
     Robert Winning      Associate     $835
     Richelle Kalnit     Associate     $800
     Melissa Boyd        Associate     $735
     Mollie Canby        Paralegal     $240

Cathy Hershcopf, Esq., a partner at Cooley, disclosed in a court
filing that her firm is a "disinterested person" as defined in
section 101(14) of the Bankruptcy Code.

In accordance with Appendix B-Guidelines for reviewing fee
applications filed by attorneys in larger Chapter 11 cases, Ms.
Hershcopf disclosed that her firm has not agreed to any variations
from, or alternatives to, its standard or customary billing
arrangements.  

Ms. Hershcopf also disclosed that her firm has not represented the
committee in the 12 months prior to the Debtors' bankruptcy filing,
and that the committee has approved its prospective budget and
staffing plan, which covers the period March 10 to June 30, 2017.

Cooley can be reached through:

     Cathy Hershcopf, Esq.
     Cooley LLP
     The Grace Building
     1114 Avenue of the Americas, 46th Floor
     New York, NY 10036-7798
     Phone: +1 212 479 6138
     Fax: +1 212 479 6275
     Email: chershcopf@cooley.com

                       About hhgregg Inc.

Indianapolis, Indiana-based hhgregg, Inc. is an appliance,
electronics and furniture retailer. Founded in 1955, hhgregg is a
multi-regional retailer currently with 220 stores in 19 states
that also offers market-leading global and local brands at value
prices nationwide via hhgregg.com.

hhgregg Inc., Gregg Appliances Inc. and HHG Distributing LLC
sought protection under Chapter 11 of the Bankruptcy Code
(Bankr. S.D. Ind. Lead Case No. 17-01302) on March 6, 2017. The
petition was signed by Kevin J. Kovacs, chief financial officer.

At the time of the filing, hhgregg and HHG Distributing estimated
assets and liabilities of less than $50,000. Gregg Appliances
estimated its assets and liabilities at $100 million to $500
million.

The Debtors engaged Morgan, Lewis & Bockius LLP and Ice Miller LLP
as counsel; Berkeley Research Group, LLC as financial advisor;
Stifel and Miller Buckfire & Co. as investment banker; Hilco IP
Services as intellectual property advisor; Altus Group US, Inc. as
tax advisor; and Donlin, Recano & Company, Inc. as claims and
noticing agent.

The U.S. Trustee has appointed creditors to serve on the official
committee of unsecured creditors in the case of Gregg Appliances,
Inc., Case No. 17-01303-RLM-11.  No official committee has been
appointed in the cases of hhgregg, Inc., No. 17-01302-RLM-11 or HHG
Distributing, LLC, No. 17- 01304-RLM-11.

The Committee hired Cooley LLP and Bingham Greenebaum Doll LLP as
counsel, and ASK LLP as avoidance claims counsel.  Province, Inc.
serves as its financial advisor.

Counsel to the Agent for the Debtors' prepetition secured lenders
and the lenders providing DIP financing are Sean M. Monahan, Esq.,
at Choate, Hall & Stewart LLP; and Jay Jaffe, Esq., at Faegre Baker
Daniels, LLP.

                           *     *     *

hhgregg filed for Chapter 11 bankruptcy, saying it had signed a
term sheet with an anonymous party to purchase the Company assets.
The Company said at that time it expected a quick and smooth
process through Chapter 11 with emergence in approximately 60
days.

Ten days later, hhgregg said it has terminated the nonbinding term
sheet with the anonymous party because the Company was unable to
reach a definitive agreement on terms.  The Company said it
continues to work with interested third parties to purchase assets
of the business.  hhgregg added it had received strong interest
from third parties interested in buying some or all of the
Company's assets.

Subsequently, hhgregg executed a consulting agreement with a
contractual joint venture comprised of Tiger Capital Group, LLC and
Great American Group, LLC to conduct a sale of the merchandise and
furniture, fixtures and equipment located at the Company's retail
stores and distribution centers.  

On April 7, 2017, hhgregg announced that the Bankruptcy Court
approved the Company's initiation of the process to liquidate the
assets of the Company commencing on April 8.  Specifically, the
Court approved, at the Company's request, a plan for the Company to
close 132 retail stores and the Company's distribution centers.  

According to a disclosure with the Securities and Exchange
Commission in March, debtors Gregg Appliances, Inc. and HHG
Distributing, LLC entered into a Consulting Agreement with a
contractual joint venture between Tiger Capital Group and Great
American Group to conduct the sale of the merchandise and
furniture, fixtures and equipment located at the Company's 132
retail stores and the distribution centers. The approval of each
of
this plan resulted from the Company's decisions to take the
necessary steps to liquidate the assets of the Company and its
subsidiaries as a part of the Chapter 11 proceedings.

The Company has said it does not anticipate any value will remain
from the bankruptcy estate for the holders of the Company's common
stock, although this will be determined in the continuing
bankruptcy proceedings.


HHGREGG INC: Committee Taps Province Inc. as Financial Advisor
--------------------------------------------------------------
The official committee of unsecured creditors appointed in Gregg
Appliances Inc.'s Chapter 11 case received approval from the U.S.
Bankruptcy Court for the Southern District of Indiana to employ
Province, Inc. as its financial advisor.

The firm will provide these services:

     (a) analyzing the debtor-in-possession budget, assets and
         liabilities, and overall financial condition of Gregg  
         Appliances and its affiliates;

     (b) assisting the committee in determining how to react to
         the Debtors' going concern plan, or in formulating and
         implementing its own plan, including a full-chain
         liquidation alternative;

     (c) monitoring the store liquidation and going concern sale
         process, interfacing with the Debtors' professionals, and

         advising the committee regarding the process;

     (d) preparing, or reviewing as applicable, avoidance action
         and claims analyses;

     (e) assisting the committee in reviewing the Debtors'
         financial reports;

     (f) advising the committee on the current state of the
         Debtors' bankruptcy cases;

     (g) advising the committee in negotiations with the Debtors
         and third parties as necessary; and

     (h) if necessary, participating as a witness in hearings
         before the court with respect to matters upon which
         Province has provided advice.

The firm's standard hourly rates are:

     Principal             $660 - $700
     Director              $470 - $620
     Managing Director     $470 - $620
     Associate             $330 - $460
     Sr. Associate         $330 - $460
     Analyst               $250 - $320
     Sr. Analyst           $250 - $320
     Para professional            $100

Stilian Morrison, managing director of Province, disclosed in a
court filing that neither the firm nor any of its employees has any
connection with the Debtors or their creditors.

The firm can be reached through:

     Stilian Morrison
     Province Inc.
     2360 Corporate Circle, Suite 330,
     Henderson, NV 89074
     Tel: 702.685.5555
     Fax: 702.685.5556

                       About hhgregg Inc.

Indianapolis, Indiana-based hhgregg, Inc. is an appliance,
electronics and furniture retailer. Founded in 1955, hhgregg is a
multi-regional retailer currently with 220 stores in 19 states
that also offers market-leading global and local brands at value
prices nationwide via hhgregg.com.

hhgregg Inc., Gregg Appliances Inc. and HHG Distributing LLC
sought protection under Chapter 11 of the Bankruptcy Code
(Bankr. S.D. Ind. Lead Case No. 17-01302) on March 6, 2017. The
petition was signed by Kevin J. Kovacs, chief financial officer.

At the time of the filing, hhgregg and HHG Distributing estimated
assets and liabilities of less than $50,000. Gregg Appliances
estimated its assets and liabilities at $100 million to $500
million.

The Debtors engaged Morgan, Lewis & Bockius LLP and Ice Miller LLP
as counsel; Berkeley Research Group, LLC as financial advisor;
Stifel and Miller Buckfire & Co. as investment banker; Hilco IP
Services as intellectual property advisor; Altus Group US, Inc. as
tax advisor; and Donlin, Recano & Company, Inc. as claims and
noticing agent.

The U.S. Trustee has appointed creditors to serve on the official
committee of unsecured creditors in the case of Gregg Appliances,
Inc., Case No. 17-01303-RLM-11.  No official committee has been
appointed in the cases of hhgregg, Inc., No. 17-01302-RLM-11 or HHG
Distributing, LLC, No. 17- 01304-RLM-11.

The Committee hired Cooley LLP and Bingham Greenebaum Doll LLP as
counsel, and ASK LLP as avoidance claims counsel.  Province, Inc.
serves as its financial advisor.

Counsel to the Agent for the Debtors' prepetition secured lenders
and the lenders providing DIP financing are Sean M. Monahan, Esq.,
at Choate, Hall & Stewart LLP; and Jay Jaffe, Esq., at Faegre Baker
Daniels, LLP.

                           *     *     *

hhgregg filed for Chapter 11 bankruptcy, saying it had signed a
term sheet with an anonymous party to purchase the Company assets.
The Company said at that time it expected a quick and smooth
process through Chapter 11 with emergence in approximately 60
days.

Ten days later, hhgregg said it has terminated the nonbinding term
sheet with the anonymous party because the Company was unable to
reach a definitive agreement on terms.  The Company said it
continues to work with interested third parties to purchase assets
of the business.  hhgregg added it had received strong interest
from third parties interested in buying some or all of the
Company's assets.

Subsequently, hhgregg executed a consulting agreement with a
contractual joint venture comprised of Tiger Capital Group, LLC and
Great American Group, LLC to conduct a sale of the merchandise and
furniture, fixtures and equipment located at the Company's retail
stores and distribution centers.  

On April 7, 2017, hhgregg announced that the Bankruptcy Court
approved the Company's initiation of the process to liquidate the
assets of the Company commencing on April 8.  Specifically, the
Court approved, at the Company's request, a plan for the Company to
close 132 retail stores and the Company's distribution centers.  

According to a disclosure with the Securities and Exchange
Commission in March, debtors Gregg Appliances, Inc. and HHG
Distributing, LLC entered into a Consulting Agreement with a
contractual joint venture between Tiger Capital Group and Great
American Group to conduct the sale of the merchandise and
furniture, fixtures and equipment located at the Company's 132
retail stores and the distribution centers. The approval of each
of
this plan resulted from the Company's decisions to take the
necessary steps to liquidate the assets of the Company and its
subsidiaries as a part of the Chapter 11 proceedings.

The Company has said it does not anticipate any value will remain
from the bankruptcy estate for the holders of the Company's common
stock, although this will be determined in the continuing
bankruptcy proceedings.


HHGREGG INC: Seeks Authority to Destroy Customer Receipts
---------------------------------------------------------
hhgregg, Inc. and its affiliated debtors seek permission from the
U.S. Bankruptcy Court for the Southern District of Indiana to
destroy certain business records.

The Debtors explain that, in the ordinary course of their business
operations, they have amassed and are storing a huge quantity of
documents.  The Debtors keep and store original, customer-signed
sales receipts, return to vendor receipts, and other miscellaneous
paper document.  Paper Receipts were generated with every sale
transaction from all the Debtors' stores.  The Store Documents from
the Debtors' stores are being delivered to Indianapolis and stored
in a facility leased by the Debtors.  Currently, the Debtors'
maintain about 25,000 banker's boxes of documents of which Paper
Receipts are the vast majority, some dating as far back as 1999.

The Debtors also maintain electronic copies of sales receipts which
are identical in every way to the Paper Receipts except that the
electronic copies were generated electronically by the Debtors'
point-of-purchase terminals and do not bear the customer's
signatures.  As a result, the Debtors' electronic copies of sales
receipts are -- except for the customer's signature -- duplicative
of what the Debtors have stored and can retrieve electronically.

Pursuant to other Court Orders in the case -- including the
so-called Phase I Sale Order and the Phase II Sale Order -- all
sales were subject to limited return policies and/or "all sales
final" conditions, and the Debtors know of no other foreseeable
reason to need Paper Receipts to resolve issues with its former
customers.

If a State taxing authority were to audit the Debtors' sales tax
returns (and a couple such audits are now pending), the Debtors can
provide electronic versions of the requested receipts with
comparative ease and efficiency compared to having persons look
though our paper records.

The Paper Receipts are stored at a facility leased by the Debtors
which is included in the lease for the company's headquarters at a
monthly cost of over $230,000.  The Debtors estimate that in
addition to the labor required to move them, it will cost
approximately $10,000 to transport the Store Documents and $10,000
per month to store them in a secure storage facility.  There is no
business justification for moving the Store Documents to a
different, lower-cost facility, nor is there reason to scan and
electronically store them.

Counsel to the Debtors and Debtors in Possession:

     Neil E. Herman, Esq.
     Rachel Jaffe Mauceri, Esq.
     Katherine L. Lindsay, Esq.
     MORGAN, LEWIS & BOCKIUS LLP
     101 Park Avenue
     New York, New York 10178
     Telephone: (212) 309-6000
     E-mail: Neil.Herman@morganlewis.com
             Rachel.Mauceri@morganlewis.com
             Katherine.Lindsay@morganlewis.com

          - and -

     ICE MILLER LLP
     Jeffrey A. Hokanson, Esq.
     Sarah L. Fowler, Esq.
     One American Square, Suite 2900
     Indianapolis, IN 46282-0200
     Telephone: (317) 236-2100
     E-mail: Jeff.Hokanson@icemiller.com
             Sarah.Fowler@icemiller.com

Counsel for the Official Committee of Unsecured Creditors:

     Cathy Hershcopf, Esq.
     Cooley LLP
     1114 Avenue of the Americas
     New York, NY 10036
     E-mail: chershcopf@cooley.com

          - and -

     Thomas C. Scherer, Esq.
     Bingham Greenebaum Doll LLP
     10 West Market Street, #2700
     Indianapolis, IN 46204
     E-mail: tscherer@bgdlegal.com

Counsel to the Agent for the Debtors' prepetition secured lenders
and the lenders providing DIP financing:

     Sean M. Monahan, Esq.
     Choate, Hall & Stewart LLP
     Two International Place
     Boston, MA 02110
     E-mail: smonahan@choate.com

          - and -

     Jay Jaffe, Esq.
     Faegre Baker Daniels, LLP
     600 E. 96th Street, Suite 600
     Indianapolis, IN 46240
     E-mail: jay.jaffe@faegrebd.com

                       About hhgregg Inc.

Indianapolis, Indiana-based hhgregg, Inc. is an appliance,
electronics and furniture retailer. Founded in 1955, hhgregg is a
multi-regional retailer currently with 220 stores in 19 states
that also offers market-leading global and local brands at value
prices nationwide via hhgregg.com.

hhgregg Inc., Gregg Appliances Inc. and HHG Distributing LLC
sought protection under Chapter 11 of the Bankruptcy Code
(Bankr. S.D. Ind. Lead Case No. 17-01302) on March 6, 2017.  The
petitions were signed by Kevin J. Kovacs, chief financial officer.

At the time of the filing, hhgregg and HHG Distributing estimated
assets and liabilities of less than $50,000.  Gregg Appliances
estimated assets and liabilities at $100 million to $500 million.

The Debtors engaged Morgan, Lewis & Bockius LLP and Ice Miller LLP
as counsel; Berkeley Research Group, LLC as financial advisor;
Stifel and Miller Buckfire & Co. as investment banker; Hilco IP
Services as intellectual property advisor; Altus Group US, Inc. as
tax advisor; and Donlin, Recano & Company, Inc. as claims and
noticing agent.

The U.S. Trustee has appointed creditors to serve on the official
committee of unsecured creditors in the case of Gregg Appliances,
Inc., Case No. 17-01303-RLM-11.  No official committee has been
appointed in the cases of hhgregg, Inc., No. 17-01302-RLM-11 or HHG
Distributing, LLC, No. 17- 01304-RLM-11.

The Committee hired Cooley LLP and Bingham Greenebaum Doll LLP as
counsel, and ASK LLP as avoidance claims counsel.

Counsel to the Agent for the Debtors' prepetition secured lenders
and the lenders providing DIP financing are Sean M. Monahan, Esq.,
at Choate, Hall & Stewart LLP; and Jay Jaffe, Esq., at Faegre Baker
Daniels, LLP.

                          *     *     *

hhgregg filed for Chapter 11 bankruptcy, saying it had signed a
term sheet with an anonymous party to purchase the Company assets.
The Company said at that time it expected a quick and smooth
process through Chapter 11 with emergence in approximately 60
days.

Ten days later, hhgregg said it has terminated the nonbinding term
sheet with the anonymous party because the Company was unable to
reach a definitive agreement on terms.  The Company said it
continues to work with interested third parties to purchase assets
of the business.  hhgregg added it had received strong interest
from third parties interested in buying some or all of the
Company's assets.

Subsequently, hhgregg executed a consulting agreement with a
contractual joint venture comprised of Tiger Capital Group, LLC and
Great American Group, LLC to conduct a sale of the merchandise and
furniture, fixtures and equipment located at the Company's retail
stores and distribution centers.  

On April 7, 2017, hhgregg announced that the Bankruptcy Court
approved the Company's initiation of the process to liquidate the
assets of the Company commencing on April 8.  Specifically, the
Court approved, at the Company's request, a plan for the Company to
close 132 retail stores and the Company's distribution centers.  

According to a disclosure with the Securities and Exchange
Commission in March, debtors Gregg Appliances, Inc. and HHG
Distributing, LLC entered into a Consulting Agreement with a
contractual joint venture between Tiger Capital Group and Great
American Group to conduct the sale of the merchandise and
furniture, fixtures and equipment located at the Company's 132
retail stores and the distribution centers. The approval of each
of
this plan resulted from the Company's decisions to take the
necessary steps to liquidate the assets of the Company and its
subsidiaries as a part of the Chapter 11 proceedings.

The Company has said it does not anticipate any value will remain
from the bankruptcy estate for the holders of the Company's common
stock, although this will be determined in the continuing
bankruptcy proceedings.


HHGREGG INC: Taps Ogletree as 'Ordinary Course' Labor Counsel
-------------------------------------------------------------
hhgregg, Inc. seeks approval from the U.S. Bankruptcy Court for the
Southern District of Indiana to hire an "ordinary course" labor
counsel.

In a court filing, hhgregg proposes to hire Ogletree, Deakins,
Nash, Smoak & Steward, P.C. to represent the company and its
affiliates in labor and employment law matters.

The normal hourly rates charged by the firm range from $250 to $610
for its attorneys, and $190 to $295 for paralegals.  The
professionals who are expected to represent the Debtors and their
discounted hourly rates are:

                                         Standard    Discounted
                                           Rate         Rate
                                         --------    ----------
     Walker, Candace        Of Counsel     $400         $340
     Smithey, Stephanie     Shareholder    $565         $480
     Reese, Catherine       Shareholder    $555         $470
     McDermott, Brian       Shareholder    $485         $400
     Lucas, Jennifer        Paralegal      $285         $260

Brian McDermott, Esq., disclosed in a court filing that his firm is
a "disinterested person" as defined in section 101(14) of the
Bankruptcy Code.

The firm can be reached through:

     Brian L. McDermott, Esq.
     Ogletree, Deakins, Nash,
     Smoak & Steward, P.C.
     111 Monument Circle, Suite 4600
     Indianapolis, IN 46204
     Phone: 317-916-1300

                       About hhgregg Inc.

Indianapolis, Indiana-based hhgregg, Inc. is an appliance,
electronics and furniture retailer. Founded in 1955, hhgregg is a
multi-regional retailer currently with 220 stores in 19 states
that also offers market-leading global and local brands at value
prices nationwide via hhgregg.com.

hhgregg Inc., Gregg Appliances Inc. and HHG Distributing LLC
sought protection under Chapter 11 of the Bankruptcy Code
(Bankr. S.D. Ind. Lead Case No. 17-01302) on March 6, 2017. The
petition was signed by Kevin J. Kovacs, chief financial officer.

At the time of the filing, hhgregg and HHG Distributing estimated
assets and liabilities of less than $50,000. Gregg Appliances
estimated its assets and liabilities at $100 million to $500
million.

The Debtors engaged Morgan, Lewis & Bockius LLP and Ice Miller LLP
as counsel; Berkeley Research Group, LLC as financial advisor;
Stifel and Miller Buckfire & Co. as investment banker; Hilco IP
Services as intellectual property advisor; Altus Group US, Inc. as
tax advisor; and Donlin, Recano & Company, Inc. as claims and
noticing agent.

The U.S. Trustee has appointed creditors to serve on the official
committee of unsecured creditors in the case of Gregg Appliances,
Inc., Case No. 17-01303-RLM-11.  No official committee has been
appointed in the cases of hhgregg, Inc., No. 17-01302-RLM-11 or HHG
Distributing, LLC, No. 17- 01304-RLM-11.

The Committee hired Cooley LLP and Bingham Greenebaum Doll LLP as
counsel, and ASK LLP as avoidance claims counsel.  Province, Inc.
serves as its financial advisor.

Counsel to the Agent for the Debtors' prepetition secured lenders
and the lenders providing DIP financing are Sean M. Monahan, Esq.,
at Choate, Hall & Stewart LLP; and Jay Jaffe, Esq., at Faegre Baker
Daniels, LLP.

                           *     *     *

hhgregg filed for Chapter 11 bankruptcy, saying it had signed a
term sheet with an anonymous party to purchase the Company assets.
The Company said at that time it expected a quick and smooth
process through Chapter 11 with emergence in approximately 60
days.

Ten days later, hhgregg said it has terminated the nonbinding term
sheet with the anonymous party because the Company was unable to
reach a definitive agreement on terms.  The Company said it
continues to work with interested third parties to purchase assets
of the business.  hhgregg added it had received strong interest
from third parties interested in buying some or all of the
Company's assets.

Subsequently, hhgregg executed a consulting agreement with a
contractual joint venture comprised of Tiger Capital Group, LLC and
Great American Group, LLC to conduct a sale of the merchandise and
furniture, fixtures and equipment located at the Company's retail
stores and distribution centers.  

On April 7, 2017, hhgregg announced that the Bankruptcy Court
approved the Company's initiation of the process to liquidate the
assets of the Company commencing on April 8.  Specifically, the
Court approved, at the Company's request, a plan for the Company to
close 132 retail stores and the Company's distribution centers.  

According to a disclosure with the Securities and Exchange
Commission in March, debtors Gregg Appliances, Inc. and HHG
Distributing, LLC entered into a Consulting Agreement with a
contractual joint venture between Tiger Capital Group and Great
American Group to conduct the sale of the merchandise and
furniture, fixtures and equipment located at the Company's 132
retail stores and the distribution centers. The approval of each
of
this plan resulted from the Company's decisions to take the
necessary steps to liquidate the assets of the Company and its
subsidiaries as a part of the Chapter 11 proceedings.

The Company has said it does not anticipate any value will remain
from the bankruptcy estate for the holders of the Company's common
stock, although this will be determined in the continuing
bankruptcy proceedings.


HOOVER GROUP: Delayed Audit Delivery Credit Negative, Moody's Says
------------------------------------------------------------------
Moody's Investors Service said Hoover Group, Inc.'s ("Hoover", Caa1
negative) failure to deliver audited financial statements of its
ultimate parent, Hoover Ferguson Group Limited, for fiscal year-end
2016 within 150 days after closing of the fiscal year (December 31,
2016) is a credit negative development. However, the company has a
30-day cure period under credit agreement provisions, and
management expects to deliver the required audit to lenders prior
to the expiry of the cure period. At this time, there is no impact
on Hoover's ratings including the Caa1 Corporate Family Rating and
the negative outlook.

Hoover provides container solutions to the global energy,
petrochemical and general industrial end markets by renting,
selling, and servicing containers, work spaces and packaging
products. First Reserve and Brambles Limited each own 50% of
Hoover. Pro forma for the completed merger, Hoover's ultimate
parent's 2016 revenue is anticipated to be $172 million, 70% of
which was derived from the rental business.


HRG GROUP: Fitch Revises Rating Watch on B IDR to Evolving
----------------------------------------------------------
Fitch Ratings has revised the Rating Watch on HRG Group, Inc.'s 'B'
Long-Term Issuer Default Rating (IDR) to Evolving from Negative.
Fitch has also revised the Rating Watch on HRG's senior secured
notes, rated 'BB-/RR2', and its senior unsecured notes, rated
'B/RR4', to Evolving from Negative.

KEY RATING DRIVERS - IDRs and Senior Debt

The revision to Evolving from Negative follows the announcement
that a consortium led by CF Corp. will acquire Fidelity & Guaranty
Life (FGL; Long-Term IDR 'BB'/Evolving), a company that is 80.4%
owned by HRG, for a total of approximately $1.8 billion, plus the
assumption of $405 million of existing debt. The consortium
includes the founders of CF Corp., funds affiliated with The
Blackstone Group, L.P. (Long-Term IDR 'A+'/Stable) and Fidelity
National Financial, Inc. (Long-Term IDR 'BBB-'/Positive).
Yesterday, HRG also announced the sale of Front Street Re
(Delaware) Ltd. (Front Street), which is wholly-owned by HRG, to CF
Corp. for $65 million.

The Evolving Watch reflects that HRG's ratings may move upward,
downward or stay the same, depending on the outcome of HRG's
exploration of strategic alternatives to maximize shareholder value
following the closing of the FGL and Front Street transactions.

Fitch believes that the CF Corp. consortium's ability to obtain
regulatory approvals for the FGL and Front Street transactions is
strong, since CF Corp. is a public U.S. company. Anbang Insurance
Group Co., Ltd., the Chinese entity that previously entered into a
merger agreement with FGL, terminated the agreement in April 2017
in part because of its inability to obtain necessary regulatory
approvals.

The 'B' Long-Term IDR is supported by the credit risk profile and
underlying diversity of HRG's largest investment, Spectrum Brands,
Inc. (Spectrum Brands; Long-term IDR of 'BB'/Stable), and HRG's
adequate liquidity position, which is expected to further improve
following the FGL sale. The rating is constrained by the
concentrated nature of HRG's remaining investments. Following the
FGL sale, HRG would effectively operate as a single-investment,
pass-through structure for Spectrum Brands, which is 58.4% owned by
HRG.

The FGL and Front Street transactions continue the disposition of
HRG's portfolio. In 2016, the company sold its wholly owned
position in oil and gas company Compass Production GP, LLC, sold
its interests in the asset management company CorAmerica, LLC and
wound down the operations of Energy & Infrastructure Capital, LLC.
HRG's remaining asset management business interest is in the
asset-based lender Salus Capital Partners, LLC, which is in
run-off.

Fitch calculates that upstream dividends from HRG's subsidiaries
relative to holding company interest expenses measured 0.5x in the
first half of fiscal 2017 and fiscal years 2016 and 2015, down from
1.3x in fiscal 2014. Following the FGL and Front Street
transactions, which would result in cash proceeds of approximately
$1.5 billion to HRG, HRG would have sufficient resources to repay
all of its $864.4 million 7.875% senior secured notes due 2019 and
a portion of its $890 million 7.75% senior unsecured notes and
other obligations, thereby improving the dividend coverage ratio to
comfortably above 1.0x. Should the FGL and Front Street
transactions not close as contemplated, there would be negative
rating implications for HRG.

The company is expected to have sufficient resources to fund its
interest payments of approximately $137 million annually, given
$139.5 million of readily available cash as of March 31, 2017 and
cash proceeds from the FGL and Front Street transactions.

Debt-to-equity based on the carrying value of HRG's investments was
elevated at 3.0x as of March 31, 2017, compared to 2.7x at FYE 2016
and 3.0x at FYE 2015. Since HRG's two largest current holdings are
publicly traded companies (Spectrum Brands and FGL), Fitch also
considers pro forma debt-to-equity on the basis of the market value
of HRG's public investments, but recognizing that market values can
fluctuate. Nevertheless, on this basis, Fitch calculates that HRG's
leverage was 0.4x as of March 31, 2017, compared to 0.4x at FYE
2016 and 0.6x at FYE 2015. Debt-to-equity based on the carrying
value of HRG's investments is expected to decline to 0.5x and
debt-to-equity on the basis of the market value of HRG's public
investments is expected to decline to 0.1x pro forma for the FGL
sale.

HRG's 'BB-/RR2' senior secured debt rating reflects an expectation
of superior recoveries for these securities in the event of a
corporate default. Given the superior recovery prospects for the
senior secured notes, the ratings are notched up twice from HRG's
IDR.

HRG's 'B/RR4' senior unsecured debt rating reflects an expectation
of average recoveries for these securities in the event of a
corporate default. Given the average recovery prospects for the
senior unsecured notes, the ratings are equalized with HRG's IDR.

According to HRG's secured and unsecured notes indentures, if a
change of control occurs, the noteholders may require HRG to
repurchase all or a portion of its notes for cash at a price equal
to 101% of aggregate principal amount, plus any accrued and unpaid
interest to the date of repurchase.

RATING SENSITIVITIES - IDR and Senior Debt

Resolution of the Evolving Watch will depend upon resolution of
strategic alternatives explored by HRG. Fitch believes there is a
greater chance of an upgrade than downgrade of HRG's ratings over
the next six months, given that the FGL and Front Street
transactions will result in reduced leverage and improved dividend
coverage. The following factors may result in upward rating
momentum in HRG's IDR:

-- A sale to a higher-rated entity;
-- Improvement in parent company interest coverage to or
    approaching 2.5x on a sustained basis, parent company leverage

    (carrying-value basis) maintained below 1.0x, and greater
    clarity with respect to HRG's long-term strategic direction,
    organizational structure, and ownership framework.

The following drivers could result in a downgrade of HRG's IDR:

-- A delay in the CF Corp. consortium obtaining necessary
    regulatory approvals and/or closing the FGL and Front Street
    transaction, which would prolong HRG's ability to pay down
    debt;
-- A sale to a lower-rated entity;
-- Sustained uncertainty with respect to HRG's strategic
    direction, organizational structure, or ownership framework;
-- Deterioration in the operating performance of Spectrum Brands
    that results in a material decline in its value, dividend
    capacity and/or credit ratings.

Under a scenario where HRG sells its remaining investments, retires
outstanding debt, and effectively winds down or is sold to another
entity and retires outstanding debt, Fitch would expect to withdraw
HRG's IDR and classify outstanding debt ratings as paid in full.

The senior secured debt rating of 'BB-/RR2' would be sensitive to
any changes in the company's IDR, as well as to changes in the
level of available asset coverage.

The senior unsecured debt rating of 'B/RR4' is sensitive to
potential changes in the company's IDR, as well as to changes in
the level of available asset coverage.

Fitch has revised the Rating Watch on the following ratings to
Evolving from Negative:

HRG Group, Inc.
-- Long-Term IDR 'B';
-- Senior secured notes 'BB-/RR2';
-- Senior unsecured notes 'B/RR4'.


HUNT OIL: S&P Affirms 'BB-' CCR on Revised Cash Flow Projections
----------------------------------------------------------------
S&P Global Ratings affirmed its 'BB-' corporate credit rating on
Hunt Oil Co.  The rating outlook is negative.

"The affirmation reflects our revised cash flow projections for
2017 and 2018, which no longer incorporate additional distributions
from Yemen LNG (through at least 2019), offset by proceeds from
recent asset sales, and lower operating costs," said S&P Global
Ratings credit analyst Christine Besset.

Although distributions from the Yemen LNG project, in which Hunt
holds a 17.22% interest, represent a significant proportion of
S&P's projected cash flow for the company when the project is
shipping LNG, S&P no longer expects shipments to resume before
mid-2018 due to armed conflict in the country.  However, the
negative cash flow impact is mitigated by our expectation of
increasing oil production and oil price assumptions, recent asset
sales, and lower costs.  S&P expects credit measures to remain weak
for the rating in 2017, but improve thereafter as the company
shifts its capital spending to shorter cycle oil projects in the
onshore U.S.

The negative rating outlook on Hunt reflects the potential for a
downgrade should credit measures not improve over the next 12
months.

S&P could lower the rating if it expects funds from operations
(FFO) to debt to remain below 12% for a sustained period.  This
would most likely occur if commodity prices fell below S&P's base
case assumptions and the company did not take steps to reduce
capital outlays, or if the company's contributions to operating
expenses and debt service in Yemen were higher than expected.

S&P could revise the outlook to stable if it expects credit
measures to improve to levels consistent with the rating, such that
FFO improves substantially above 12% in 2017 and thereafter. Such a
scenario is likely to occur if the company can economically
increase production from its U.S. onshore assets.


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

The Exchange Offers and Consent Solicitations were previously
scheduled to expire on May 26, 2017, at 5:00 p.m., New York City
time, and will now expire on June 9, 2017, at 5:00 p.m., New York
City time.  The deadline to withdraw tendered Existing Notes in the
Exchange Offers and revoke consents in the Consent Solicitations
has also been extended to 5:00 p.m., New York City time, on June 9,
2017.  iHeartCommunications is extending the Exchange Offers and
Consent Solicitations to continue discussions with holders of
Existing Notes regarding the terms of the Exchange Offers and to
continue discussions with lenders under its Term Loan D and Term
Loan E facilities in connection with the concurrent private offers
made to such lenders, which iHeartCommunications announced today
will now expire at 5:00 p.m., New York City time, on June 9, 2017.

As of 5:00 p.m., New York City time, on May 24, 2017, an aggregate
amount of approximately $47.1 million of Existing Notes,
representing approximately 0.6% of outstanding Existing Notes, had
been tendered into the Exchange Offers.

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

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

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

This press release is for informational purposes only and will not
constitute an offer to sell or exchange nor the solicitation of an
offer to buy the New Securities or any other securities.  The
Exchange Offers and Consent Solicitations are not being made to any
person in any jurisdiction in which the offer, solicitation or sale
is unlawful.  Any offers of the New Securities will be made only by
means of the Offering Circular.

                   About iHeartCommunications

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

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

                           *    *    *

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

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

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


IHEARTCOMMUNICATIONS INC: Extends Private Term Loan Offers
----------------------------------------------------------
iHeartCommunications, Inc., announced it is extending the deadline
for participation in the private offers to lenders under its Term
Loan D and Term Loan E facilities to amend the Existing Term Loans.
The Term Loan Offers have been extended to 5:00 p.m., New York
City time, on June 9, 2017. iHeartCommunications is extending the
Term Loan Offers to continue discussions with lenders regarding the
terms of the Term Loan Offers.

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

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

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

                   About iHeartCommunications

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

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

                           *    *    *

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

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

The TCR reported on March 17, 2017, that S&P Global Ratings lowered
its corporate credit rating on Texas-based media company
iHeartMedia Inc. and its subsidiary iHeartCommunications Inc. to
'CC' from 'CCC'.  The rating outlook is negative.  The downgrade
follows iHeartCommunications' announcement that it has offered to
exchange five series of priority-guarantee notes, its senior notes
due 2021, and its term loan D and E for longer-dated debt; and, in
certain scenarios, stock and warrants, or contingent value rights.

"Under all but one scenario, there would be a reduction in the
principal amount of debt outstanding and an extension of the debt
maturity by two years for exchanged debt," said S&P Global Ratings'
credit analyst Jeanne Shoesmith.  "The company's debt is trading at
significant discounts to par of 20%-60%, and we believe its capital
structure is unsustainable."


III EXPLORATION: Needs Time to Settle Environment Issues, File Plan
-------------------------------------------------------------------
III Exploration II LP requests the U.S. Bankruptcy Court for the
District of Utah to extend, through July 31, 2017, the exclusive
period for the Debtor to file a plan of reorganization and through
September 30, 2017, the exclusive period for the Debtor solicit
acceptances of a plan of reorganization.

The Plan Period and Solicitation Period were initially set to
expire on November 23, 2016, and January 23, 2017, respectively.
The Debtor has extended these deadlines several times, such that
Plan Period and Solicitation Period currently expire on May 31 and
July 31, respectively.

The Debtor's assets mainly consisted of certain parcels of real
property and various rights and interests relating to the
exploration, drilling and production of oil and gas on lands in
Utah, North Dakota, and Colorado.  Prior to the Petition Date, it
has taken proactive steps to respond to the market pressure and the
reduction in its liquidity.

The Debtor, with the consent of its primary lenders, Wilmington
Trust, National Association, had determined that its assets should
be divided into four bidding lots:

     (a) assets in the Raton Basin in Colorado;

     (b) assets in the Williston Basin in North Dakota;

     (c) assets in the Western Uintah Basin in Utah; and

     (d) assets in the Eastern Uintah Basin in Utah.

The Debtor submits that it has already sold or abandoned all four
of the Lots. However, in preparing for the closing of its last Lot,
the Western Uintah Basin Assets, certain environmental issues
arose, and the parties to the sale set aside a reserve fund to
address the potential costs associated with the environmental
issues.

The Parties are presently negotiating a resolution to the dispute
over the environmental issues, which includes a potential
resolution through the arbitration process outlined in the purchase
and sale agreement for the Western Uintah Basin Assets.  A
resolution of the environmental issues will finalize the sale of
the Western Uintah Basin Assets and the sale of substantially all
of the Debtor's assets.

The Debtor asserts that its reorganization strategy would be
hindered if the Plan Period is allowed to expire and the Debtor is
forced to spend resources fending off any competing plans that may
be filed while the environmental issues related to the Western
Uintah Basin Assets remain unresolved and create uncertainty with
respect to the proceeds available to the Debtor's stakeholders and
creditors.

The Debtor contends that the reserve fund set aside by the parties
is approximately $7 million dollars -- which is close to  15% of
the total sale price of $51.5 million for the Western Uintah Basin
Assets. Accordingly, the Debtor will be in a better position to
evaluate its strategy moving forward in the case after a resolution
of the environmental issues related to the sale of the Western
Uintah Basin Assets given the fact that the potential adjustment to
the sale price is $7 million.

                  About III Exploration II LP

III Exploration II LP and its general partner, Petroglyph Energy,
Inc., are headquartered in Boise, Idaho.  III Exploration II is
engaged in the exploration and production of oil and natural gas
deposits, primarily in the Uinta Basin in Utah.  III Exploration
also has an interest in approximately 42,100 undeveloped acres in
the Raton Basin located in Colorado, and participates in joint
ventures with respect to properties in the Williston Basin in North
Dakota.

III Exploration filed a chapter 11 petition (Bankr. D. Utah Case
No. 16-26471) on July 26, 2016. The petition was signed by Paul R.
Powell, president.  The Debtor estimated assets at $50 million to
$100 million and debt at $100 million to $500 million.

The case is assigned to Judge R. Kimball Mosier.  

The Debtor tapped George Hofmann, Esq., Steven C. Strong, Esq., and
Adam H. Reiser, Esq., at Cohne Kinghorn, P.C., to serve as its
general counsel; and A. John Davis, Esq., at Holland & Hart LLP to
serve as special counsel.  Tudor Pickering Holt & Co. is the
Debtor's investment banker. Donlin Recano & Company Inc. is the
claims and noticing agent.

No trustee or examiner has been appointed, and no official
committee of creditors or equity interest holders has been
established.


ILLINOIS: S&P Lowers Rating on Appropriation Debt to 'BB+'
----------------------------------------------------------
S&P Global Ratings lowered its rating on Illinois' general
obligation (GO) bonds to 'BBB-' from 'BBB'.  S&P also lowered its
ratings to 'BB+' from 'BBB-' on the state's appropriation debt,
including bonds issued by the Illinois Sports Facility Authority
and the Metropolitan Pier & Exposition Authority.  Finally, S&P
lowered to 'BB-' from 'BB' its ratings on the state's moral
obligation-backed debt.  The ratings are on CreditWatch with
negative implications.

"The rating actions largely reflect the severe deterioration of
Illinois' fiscal condition, a byproduct of its stalemated budget
negotiations, now approaching the start of a third fiscal year,"
said S&P Global Ratings credit analyst Gabriel Petek.  "We placed
the ratings on CreditWatch with negative implications because, in
our view, the unrelenting political brinkmanship now poses a threat
to the timely payment of the state's core priority payments."

S&P also believes that Illinois is now at risk of entering a
negative credit spiral, where downgraded credit ratings would
trigger contingent demands on state liquidity, further exacerbating
its fiscal distress.  Although CreditWatch typically has a 90-day
time horizon, S&P anticipates resolving Illinois' placement around
the start of its 2018 fiscal year, which begins on July 1.  If
lawmakers fail to reach agreement on a budget with provisions
designed to reduce the state's structural deficit, it's likely S&P
will again lower the ratings.  In S&P's view, the ongoing budget
impasse has increased the nonpayment risk associated with Illinois'
obligations that require a budget appropriation before they can be
funded.  S&P now views these payment obligations as having
speculative-grade characteristics.

The 'BBB-' GO rating reflects S&P's view of the state's:

   -- Large and growing structural budget deficit now projected to

      top $7 billion (18% of expenditures) in fiscal 2018;

   -- Unpaid bills that have mushroomed to the equivalent of more
      than one-third of annual general funds' expenditures;

   -- Elevated fixed costs and depleted budget reserves, the
      combination of which renders the state vulnerable to even
      more fiscal pressure when the economy enters a slowdown;

   -- Exposure to stepped-up interest costs related to variable-
      rate debt and swap termination payments tied to rating
      triggers;

   -- Distressed pension funding levels that will require
      substantial contribution increases in the coming years; and

   -- Inability to deliver adequate and timely funding for various

      important public services and institutions as a consequence
      of dysfunctional budget politics.

Partially offsetting these weaknesses is S&P's view of:

   -- Well-established priority of payment for GO debt service
      established by statute;

   -- Ability to adjust certain cash disbursements to stabilize
      cash flow and to access substantial amounts of cash reserves

      on deposit in other funds for debt service, if needed, and
      for operations if authorized by statute;

   -- Deep and diverse economic base anchored by the Chicago
      metropolitan statistical area, though with a growth outlook
      that is expected to trail the nation's through the next five

      years;

   -- Above-average income levels; and

   -- Substantial ability to adjust revenues, expenditures, and
      disbursements--albeit with a current lack of agreement on
      how to do so.


INTERNATIONAL BRIDGE: Can Continue Using Cash Until June 30
-----------------------------------------------------------
Judge Robert D. Berger of the U.S. Bankruptcy Court for the
District of Kansas signed a fifth interim order authorizing
International Bridge Corporation to use cash collateral until June
30, 2017.

Judge Berger grants the continued interim use of cash collateral
based upon the facts and relief requested in the Debtor's Third
Cash Collateral Motion.

The Debtor filed its Third Cash Collateral Motion on Jan. 16, 2017,
requesting further authority to use cash collateral generated
post-petition, which is comprised primarily of accounts receivable
due under its Insurance and Maintenance Agreement with CaPFA
Capital Corp. 2010A for the John F. Kennedy High School in Guam or
of proceeds from the assignment of that Agreement, and a
determination by the Court that no further adequate protection is
necessary at this time.

The Debtor is granted permission to use cash collateral to continue
its business operations pursuant to the terms and conditions set
forth in the Fifth Interim Order and in such amounts set forth in
the itemized Revised Budget submitted to the Court at the hearing
as a support document to the Third Cash Collateral Motion on
January 27, 2017.

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

TOA, the Government of Guam, Department of Revenue and Taxation,
Leidos, and the Internal Revenue Service may claim an interest or
lien in the cash collateral.  However, the Debtor will not be
obligated to provide additional adequate protection at this time.

Nevertheless, the Debtor is directed to continue to tender a
monthly payment to IRS in the amount of $2,000 by the first day of
each month, and will grant a continuing and replacement lien in
accounts receivable created post-petition to IRS.

A full-text copy of the Fifth Interim Order, dated May 26, 2017, is
available at https://is.gd/TiSsTY

             About International Bridge Corporation

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

The Debtor disclosed total assets of $17.4 million and total debt
of $27.4 million.

The case is assigned to Judge Robert D. Berger.  

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


INTERNATIONAL SHIPHOLDING: Egan-Jones Withdraws 'B' Ratings
-----------------------------------------------------------
Egan-Jones Ratings, on May 19, 2017, withdrew the 'CCC' local
currency and foreign currency senior unsecured ratings on debt
issued by International Shipholding Corp.  EJR also withdrew the C
commercial paper ratings on the Company.

International Shipholding Corp. was engaged in waterborne cargo
transportation and maintained a diversified customer base with
emphasis on medium and long term contracts.  ISH was founded in
1947 when the Johnsen family purchased a Liberty Ship after the
establishment of the War Ship Act of 1946 and became a public
company in 1979.



INTERNATIONAL SHIPHOLDING: Set to Exit Chapter 11 Bankruptcy
------------------------------------------------------------
International Shipholding Corporation on June 1, 2017, disclosed
that it has received the necessary approvals from the U.S.
Department of Transportation Maritime Administration thereby
satisfying certain conditions precedent to the effectiveness of the
First Amended Modified Joint Plan of Reorganization (the "Plan of
Reorganization"), which was confirmed by the United States
Bankruptcy Court for the Southern District of New York on March 2,
2017.  The Company will emerge from bankruptcy as a subsidiary of
SEACOR Holdings Inc. ("SEACOR") following the satisfaction of the
remaining conditions to effectiveness and on a date to be specified
by the Company (as defined in the Plan of Reorganization, the
"Effective Date").  The Company (in consultation with SEACOR) is
currently targeting the occurrence of the Effective Date on or
prior to July 3, 2017.

"This has been a long and challenging process. We are most thankful
for the support of our dedicated employees, customers, and
suppliers during this transition.  That support has been integral
to the significant progress made towards a successful outcome of
the Chapter 11 process," said President and CEO, Erik L. Johnsen.
"Through the leadership and capabilities of SEACOR, upon emergence
from bankruptcy International Shipholding will emerge as a stable,
well-capitalized business with a bright future."

"Today marks the achievement of an important step towards a
restructuring transaction that will allow the Company to move
forward with a solid financial and operational foundation under the
SEACOR umbrella of companies," said SEACOR Holdings Inc. Chief
Operating Officer, Eric Fabrikant.  "The combination of ISH's
longstanding history of excellent customer service and SEACOR's
financial resources will ensure continued growth and success at
International Shipholding."

                   About SEACOR Holdings Inc.

SEACOR is a diversified holding company with interests in domestic
and international transportation and logistics, alcohol
manufacturing and merchandising, and risk management consultancy.

                 About International Shipholding

International Shipholding Corp. filed a Chapter 11 petition (Bankr.
S.D.N.Y. Case No. 16-12220) on July 31, 2016.  Its affiliated
debtors also filed separate Chapter 11 petitions.  The petitions
were signed by Manuel G. Estrada, vice president and chief
financial officer.

International Shipholding Corp. was engaged in waterborne cargo
transportation and maintained a diversified customer base with
emphasis on medium and long term contracts.  ISH was founded in
1947 when the Johnsen family purchased a Liberty Ship after the
establishment of the War Ship Act of 1946 and became a public
company in 1979.  Through its debtor and non-debtor subsidiaries,
International Shipholding now operates a diversified fleet of 21
U.S. and foreign flag vessels that provide domestic and
international maritime transportation services to commercial and
governmental customers primarily under medium to long-term
contracts.  As of the Petition Date, International Shipholding
maintained offices in Mobile, Alabama, New Orleans, Louisiana, New
York, New York, and Tampa, Florida, as well as a network of
agencies in major cities worldwide.

ISH, which was formed as a Delaware corporation in 1978 and became
a public company in 1979, is the ultimate corporate parent of the
International Shipholding family of companies. International
Shipholding's fleet is operated by ISH's principal Debtor and
non-Debtor subsidiaries, including Central Gulf Lines, Inc.,
Waterman Steamship Corporation, Enterprise Ship Company, Inc., U.S.
United Ocean Services, LLC, CG Railway, Inc., LCI Shipholdings,
Inc., Sulphur Carriers, Inc., and East Gulf Shipholding, Inc.  

Certain other of ISH's Debtor subsidiaries, including LMS
Shipmanagement, Inc. and N. W. Johnsen & Co., Inc., provide ship
management, ship charter brokerage, agency and other specialized
services. C.G. Railway Inc., Cape Holding LTD, Dry Bulk Cape
Holding, Inc., East Gulf Shipholding, Inc., MPV Netherlands C.V.,
MPV Netherlands Cooperatief U.A., MPV Netherlands B.V., Bulk
Shipholding Inc., and Terminales Transgolfo S.A. de C.V. are not
debtors in these Chapter 11 cases.

The Debtors are represented by David H. Botter, Esq., Sarah Link
Schultz, Esq., and Travis A. McRoberts, Esq., at Akin Gump Strauss
Hauer & Feld LLP. The Debtors' Restructuring Advisor is Blackhill
Partners, LLC. Their Claims, Noticing & Balloting Agent is Prime
Clerk LLC.

The Debtors disclosed total assets at $305.1 million and total
debts at $226.8 million as of March 31, 2016.

William K. Harrington, the U.S. Trustee for the Southern District
of New York, on Sept. 1, 2016, appointed three creditors to serve
on the official committee of unsecured creditors of International
Shipholding Corporation.  The committee retained Pachulski Stang
Ziehl & Jones LLP as counsel, and AMA Capital Partners, LLC as
financial advisor.

                          *     *     *

On Oct. 28, 2016, the Debtors filed a motion to sell certain assets
contained in the Specialty Business Segment.  On Nov. 18, 2016, the
Bankruptcy Court entered an order approving the bidding
and auction procedures in connection with such sale.  The auction
was held on Dec. 15, 2016.  The Bankruptcy Court held a hearing to
consider approval of the sale on Dec. 20.  On Jan. 30, 2017, the
Bankruptcy Court entered an order authorizing the sale.  The sale
closed on Feb. 28, 2017.

On Nov. 14, 2016, the Debtors filed their Plan of Reorganization
and the Disclosure Statement.  The Bankruptcy Court approved the
Disclosure Statement on January 10, 2017.  On March 2, 2017, the
Bankruptcy Court entered an order confirming the Plan.


JEFFREY L. MILLER: Plan Outline Okayed, Plan Hearing on July 19
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida will
consider approval of the proposed Chapter 11 plan for Jeffrey L.
Miller Investments, Inc., at a hearing on July 19.

The hearing will be held at 9:30 a.m., at the Sam M. Gibbons United
States Courthouse, Courtroom 8A, 801 N. Florida Avenue, Tampa,
Florida.

The court will also consider at the hearing the final approval of
the company's disclosure statement, which it conditionally approved
on May 23.

Creditors are required to cast their votes accepting or rejecting
the plan no later than eight days before the hearing.  Objections
must be filed no later than seven days prior to the hearing.

              About Jeffrey L. Miller Investments

Jeffrey L. Miller Investments, Inc., based in Tampa, FL, filed a
Chapter 11 petition (Bankr. M.D. Fla. Case No. 16-10036) on Nov.
23, 2016.  The petition was signed by Jeffrey L. Miller, president.
At the time of the filing, the Debtor disclosed $6.54 million in
assets and $4.18 million in liabilities.

Judge Michael G. Williamson presides over the case.  The Debtor is
represented by Buddy D. Ford, Esq., at Buddy D. Ford, P.A.


JOE'S PLACE: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Joe's Place of the Bronx, NY, Inc.
        1841 Westchester Ave.
        Bronx, NY 10472

Type of Business: The Debtor is a small business debtor as
                  defined in 11 U.S.C. Section 101(51D) and
                  is engaged in the restaurant business.
                  It previously sought bankruptcy protection
                  on Sept. 30, 2015 (Bank. S.D.N.Y. Case No.
                  15-12688).

Chapter 11 Petition Date: June 2, 2017

Case No.: 17-11542

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

Judge: Hon. Martin Glenn

Debtor's Counsel: Norma E. Ortiz, Esq.
                  ORTIZ & ORTIZ, LLP
                  32-72 Steinway Street, Suite 402
                  Astoria, NY 11103
                  Tel: (718) 522-1117
                  Fax: (718) 596-1302
                  E-mail: email@ortizandortiz.com

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

Estimated Liabilities: $1 million to $10 million

The petition was signed by Jose L. Torres, president.

A copy of the Debtor's list of 20 largest unsecured creditors is
available for free at http://bankrupt.com/misc/nysb17-11542.pdf


JT TRANSIT: 1% Recovery for Unsecured Creditors Under Plan
----------------------------------------------------------
JT Transit, LLC, filed with the U.S. Bankruptcy Court for the
Western District of Texas a small business disclosure statement
describing its plan of reorganization, dated May 19, 2017.

Class 5 under the Plan consists of the general unsecured creditors.
Creditors in Class 5 may elect to receive either: 1% of the allowed
amount of such claims, with payments made pro rata on a quarterly
basis from a fund established by the Debtor remitting into such
fund the sum of $100 per month for 60 months; or creditor may elect
to reduce its claim to $1,000 and be paid in full under treatment
provided to Claimants in Class No. 4.

The source of funds for implementation of the Plan will be revenues
generated from the Debtor's operations in leasing out its trucks.
Mr. Kenneth W. Newman will continue to serve as the Debtor's
president, as well as one of the company's truck drivers. Provided
Debtor stays current on all payments to creditors pursuant to the
Plan, Debtor may make advance payments on claims in Debtor's
business judgment and discretion.

A copy of the Disclosure Statement is available at:

     http://bankrupt.com/misc/txwb16-51994-48.pdf

                      About JT Transit

JT Transit, LLC, is a corporation based in San Antonio, Texas,
which has been involved in the transportation and hauling industry
since November, 2012.  JT operates primarily in the State of Texas
and, at times, in surrounding states, primarily transporting frac
sand.  JT operates up to 6 trucks and trailers at any given time.

JT Transit, LLC, filed a Chapter 11 petition (Bankr. W.D. Tex.
Case
No. 16-51994), on Sept. 5, 2016.  The petition was signed by
Kenneth W Newman, member.  The case is assigned to Judge Craig A.
Gargotta.  The Debtor is represented by Anthony H. Hervol, Esq. at
the Law Office of Anthony H. Hervol.  At the time of filing, the
Debtor estimated assets at $100,000 to $500,000 and liabilities at
$1 million to $10 million.


JVJ PHARMACY: EZ RX Reduces Funding of Unsecured Account to $100K
-----------------------------------------------------------------
JVJ Pharmacy, Inc., d/b/a University Chemists filed with the US
Bankruptcy Court for the Southern District of New York its first
amended disclosure statement in support of its plan of
reorganization.

EZ RX Club, Inc., will, subject to Court approval, purchase the
Debtor as a going concern and existing equity interests will be
canceled and EZ RX will receive 100% of the reissued equity
interests in the reorganized Debtor and will fund Debtor's plan of
reorganization, and has executed the proposed Plan.

This new version of the plan divulges that EZ RX has negotiated
with Ventures, LLC, the Debtor's retained business broker, as to
the amount of its receipt of commissions for the sale, and, subject
to this Court's approval; Paragon has agreed to accept payment
directly from EZ RX as payment in full for its administrative
claim, in the amount of $100,000. Any payment to Paragon will not
come from the $375,000 administrative claim fund established by EZ
RX.

This plan also changed the classification of the Debtor's
creditors.

Previously classified in Class 5, unsecured claimants are now under
Class 4.

The unsecured creditors will receive a pro rata distribution from
the Unsecured Creditors' Reserve Account of their allowed claims,
without interest.  That distribution will be unaffected by any
agreement, adjudication or other resolution by which some part of
Amerisource's overall claim is deemed secured, except that the
amount of any such secured claim shall be deducted from the amount
of Amerisource's unsecured claim.

The Unsecured Creditors' Reserve Account shall be funded fully by
EZ RX in the amount of $100,000, at least five business days prior
to the Confirmation Hearing in this case.  

A full-text copy of the First Amended Disclosure Statement is
available at:

     http://bankrupt.com/misc/nysb16-10508-168.pdf

                 About JVJ Pharmacy Inc.

Headquartered in New York, New York, JVJ Pharmacy Inc., d/b/a
University Chemists, filed for Chapter 11 bankruptcy protection
(Bankr. S.D.N.Y. Case No. 16-10508) on March 3, 2016, listing $6.88
million in total assets and $5.61 million in total liabilities.

The Debtor operates a "specialty pharmacy", maintaining contracts
to provide pharmaceutical products to different health care
facilities, including clinics, hospitalss, medical practices and
individual physicians.

The petition was signed by James F. Zambri, president.

Judge Stuart M. Bernstein presides over the case.  Avrum J. Rosen,
Esq., at The Law Offices of Avrum J. Rose, PLLC, serves as the
Debtor's bankruptcy counsel.


KDA GROUP: Discloses Dispute with Hertz Gateway in Latest Plan
--------------------------------------------------------------
KDA Group, Inc., filed with the U.S. Bankruptcy Court for the
Western District of Pennsylvania its latest disclosure statement,
which explains its proposed Chapter 11 liquidating plan.

The company disclosed in the latest document its ongoing dispute
with Hertz Gateway Center LP, which has not yet been resolved.

Hertz Gateway has filed proof of claim in the amount of $112,450.
The creditor asserts that it has an administrative priority claim
for post-petition rent for the contract amount of the lease rental
of the office space at Gateway Center, Pittsburgh, Pennsylvania.  

According to KDA Group, it did not occupy the space or conduct any
business in that space after its bankruptcy.  The company believes
that since its bankruptcy estate received no benefit from the
occupancy, Hertz Gateway does not have an administrative claim.  

KDA Group also believes that if Hertz Gateway does have an
administrative claim, it is allowable only to the extent of the
benefit to the estate and not governed by the contract rate of
rent.

If Hertz Gateway's claim is allowed, it will be paid along with
other administrative claims prior to unsecured creditors, KDA Group
disclosed in the document filed on May 23.

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

                       https://is.gd/W7qgCT

                          KDA Group Inc.

Headquartered in Pittsburgh, Pennsylvania, KDA Group, Inc., filed
for Chapter 11 bankruptcy protection (Bankr. W.D. Pa. Case No.
16-21821) on May 12, 2016, estimating its assets at between
$100,000 and $500,000 and liabilities at between $10 million and
$50 million.  The petition was signed by Nicholas D. E. Barran,
authorized representative.

Judge Gregory L. Taddonio presides over the case.

Donald R. Calaiaro, Esq., at Calaiaro Valencik serves as the
Debtor's bankruptcy counsel.

The Troubled Company Reporter, on July 1, 2016, reported that the
Office of the U.S. Trustee disclosed in a court filing that no
official committee of unsecured creditors has been appointed in the
Chapter 11 case of KDA Group, Inc.


KDA GROUP: Plan Confirmation Hearing on June 29
-----------------------------------------------
Judge Gregor L. Taddonio of the U.S. Bankruptcy Court for the
Western District of Pennsylvania approved KDA Group, Inc.'s amended
disclosure statement to accompany its amended plan of
reorganization, dated May 10, 2017.

A hearing to consider confirmation of the Plan and any objections
will be held on June 29, 2017, at 11:00 a.m., in Courtroom A, U.S.
Bankruptcy Court for the Western District of Pennsylvania, 54th
Floor U.S. Steel Tower, 600 Grant St., Pittsburgh, Pennsylvania
15219.

Objections to the confirmation of the Plan must be in writing and
must be filed and served no later than June 22, 2017.

All parties who are entitled to vote on the Plan must submit
written ballots (either accepting or rejecting the Plan) no later
than June 22, 2017.

The Troubled Company Reporter previously reported that the plan
contains additional provision on the treatment of Class 2 priority
tax claims. Under the plan, holders of allowed Class 2 claims will
be paid in full over three years after payment of administrative
claims.  

The penalty portion of any Class 2 claim will be paid on a pro rata
basis in Class 4 (which consists of general unsecured claims)
provided the creditor has filed a claim and the penalties are
allowed.

A copy of the disclosure statement is available for free at
    
                 https://is.gd/sbfL1E

                          KDA Group Inc.

Headquartered in Pittsburgh, Pennsylvania, KDA Group, Inc., filed
for Chapter 11 bankruptcy protection (Bankr. W.D. Pa. Case No.
16-21821) on May 12, 2016, estimating its assets at between
$100,000 and $500,000 and liabilities at between $10 million and
$50 million.  The petition was signed by Nicholas D. E. Barran,
authorized representative.

Judge Gregory L. Taddonio presides over the case.

Donald R. Calaiaro, Esq., at Calaiaro Valencik serves as the
Debtor's bankruptcy counsel.

The Troubled Company Reporter, on July 1, 2016, reported that the
Office of the U.S. Trustee disclosed in a court filing that no
official committee of unsecured creditors has been appointed in
the
Chapter 11 case of KDA Group, Inc.


LCM LIMITED XV: Moody's Assigns Ba3(sf) Rating to Cl. E-R Notes
---------------------------------------------------------------
Moody's Investors Service has assigned ratings to six classes of
notes issued by LCM XV Limited Partnership.

Moody's rating action is:

US$2,500,000 Class X-R Senior Floating Rate Notes due 2030 (the
"Class X-R Notes"), Assigned Aaa (sf)

US$387,000,000 Class A-R Senior Floating Rate Notes due 2030 (the
"Class A-R Notes"), Assigned Aaa (sf)

US$63,000,000 Class B-R Senior Floating Rate Notes due 2030 (the
"Class B-R Notes"), Assigned Aa2 (sf)

US$42,000,000 Class C-R Deferrable Mezzanine Floating Rate Notes
due 2030 (the "Class C-R Notes"), Assigned A2 (sf)

US$33,000,000 Class D-R Deferrable Mezzanine Floating Rate Notes
due 2030 (the "Class D-R Notes"), Assigned Baa3 (sf)

US$27,000,000 Class E-R Deferrable Mezzanine Floating Rate Notes
due 2030 (the "Class E-R Notes"), Assigned Ba3 (sf)

The Class X-R Notes, Class A-R Notes, the Class B-R Notes, the
Class C-R Notes, the Class D-R Notes, and the Class E-R Notes are
referred to herein as the "Rated Notes."

RATINGS RATIONALE

Moody's ratings of the Rated Notes address the expected losses
posed to noteholders. The ratings reflect the risks due to defaults
on the underlying portfolio of assets, the transaction's legal
structure, and the characteristics of the underlying assets.

The Issuer has issued the Rated Notes (the "Refinancing Notes") in
connection with the refinancing of the six classes of secured notes
issued in February 2014 (the "Original Closing Date"). Proceeds
from the issuance of the Refinancing Notes will be used to redeem
in full six classes of secured notes issued on the Original Closing
Date. On the Original Closing Date, the Issuer also issued one
class of LP certificates that will remain outstanding. In
connection with the refinancing, the Issuer has also issued
additional LP certificates.

In addition to changes to the capital structure described above and
to the coupons of the notes, key modifications to the CLO that will
occur in connection with the refinancing include: extensions of the
stated maturity, non-call period and reinvestment period; changes
to comply with the Volcker Rule; changes to the weighted average
life test; changes to the initial asset matrix and recovery rate
modifier matrix; the addition of weighted average life and par
modifiers and a variety of other changes to transaction features.

LCM XV is a managed cash flow CLO. The issued notes will be
collateralized primarily by broadly syndicated first lien senior
secured corporate loans. At least 90% of the portfolio must consist
of senior secured loans that are secured by a valid first priority
perfected security interest and eligible investments, and up to 10%
of the portfolio may consist of second lien loans and unsecured
loans. The portfolio is fully ramped as of the closing date.

LCM Asset Management LLC (the "Manager") will continue to manage
the CLO. It directs the selection, acquisition and disposition of
the assets on behalf of the Issuer and may engage in trading
activity, including discretionary trading, during the transaction's
remaining five year reinvestment period. Thereafter, the Manager
may reinvest unscheduled principal payments and proceeds from sales
of credit risk assets, subject to certain restrictions.

The transaction incorporates interest and par coverage tests which,
if triggered, divert interest and principal proceeds to pay down
the notes in order of seniority.

Moody's modeled the transaction using a cash flow model based on
the Binomial Expansion Technique, as described in Section 2.3.2.1
of the "Moody's Global Approach to Rating Collateralized Loan
Obligations" rating methodology published in October 2016.

The key model inputs Moody's used in its analysis, such as par,
weighted average rating factor, diversity score and weighted
average recovery rate, are based on its published methodology and
could differ from the trustee's reported numbers. For modeling
purposes, Moody's used the following base-case assumptions:

Par amount: $600,000,000

Diversity Score: 75

Weighted Average Rating Factor (WARF): 2843

Weighted Average Spread (WAS): 3.25%

Weighted Average Coupon (WAC): 7.0%

Weighted Average Recovery Rate (WARR): 48.0%

Weighted Average Life (WAL): 9 years.

Methodology Underlying the Rating Action:

The principal methodology used in these ratings was "Moody's Global
Approach to Rating Collateralized Loan Obligations" published in
October 2016.

Factors That Would Lead to Upgrade or Downgrade of the Ratings:

The performance of the Rated Notes is subject to uncertainty. The
performance of the Rated Notes is sensitive to the performance of
the underlying portfolio, which in turn depends on economic and
credit conditions that may change. The Manager's investment
decisions and management of the transaction will also affect the
performance of the Rated Notes.

Together with the set of modeling assumptions above, Moody's
conducted an additional sensitivity analysis, which was a component
in determining the ratings assigned to the Rated Notes. This
sensitivity analysis includes increased default probability
relative to the base case.

Below is a summary of the impact of an increase in default
probability (expressed in terms of WARF level) on the Rated Notes
(shown in terms of the number of notch difference versus the
current model output, whereby a negative difference corresponds to
higher expected losses), assuming that all other factors are held
equal:

Percentage Change in WARF -- increase of 15% (from 2843 to 3269)

Rating Impact in Rating Notches

Class X-R Notes: 0

Class A-R Notes: 0

Class B-R Notes: -1

Class C-R Notes: -2

Class D-R Notes: -1

Class E-R Notes: -1

Percentage Change in WARF -- increase of 30% (from 2843 to 3696)

Rating Impact in Rating Notches

Class X-R Notes: 0

Class A-R Notes: -1

Class B-R Notes: -3

Class C-R Notes: -4

Class D-R Notes: -2

Class E-R Notes: -1


LONE PINE MOTEL: Cash Use Motion Mooted by Case Dismissal
---------------------------------------------------------
Lone Pine Motel, LLC's Chapter 11 case has been ordered closed.

Secured creditor Christopher Dale Mitchell, trustee of the
Christopher Dale Mitchell 2003 Trust sought and obtained an order
dismissing the Chapter 11 case.

Mitchell in March 2017 filed a dismissal motion on the grounds that
there is cause for dismissal under 11 U.S.C. Sec. 1112(b); that
Debtor's petition lacks good faith; that Debtor's estate is being
grossly mismanaged; that there is substantial or continuing loss to
or diminution of the estate and the absence of a reasonable
likelihood of rehabilitation.

On May 10, 2017, Judge Michael S. McManus entered an order
dismissing the case and lifting the automatic stay.

On May 31, 2017, Judge McManus ordered that the Debtor's motion to
use cash collateral is dismissed as moot.

Attorney for creditor Christopher Dale Mitchell:

         Marcus T. Brown, Esq.
         LAW OFFICE OF MARCUS T. BROWN
         3100 Oak Road, Suite 100
         Walnut Creek, CA 94597
         Tel: (925) 482-8950
         Fax: (925) 482-8975
         E-mail: marcus@marcusbrownlaw.com

                      About Lone Pine Motel

Headquartered in South Lake Tahoe, California, Lone Pine Motel,
LLC, is a single asset real estate company organized under the laws
of the State of California.  It has a fee simple interest at a
property in South Lake Tahoe, California valued at $1.2 million.
Lone Pine is owned equally by Syed M Chowdaury and Vikashni Prasad.
It is an affiliate of Monaco Motel LLC which filed for bankruptcy
(Bankr. E.D. Cal. Case No. 17-21177) on Feb. 26, 2017.

Lone Pine Motel filed for Chapter 11 bankruptcy protection (Bankr.
E.D. Cal. Case No. 17-21524) on March 8, 2017, listing $1.20
million in total assets and $1.45 million in total liabilities.
Syed M. Chowdaury, managing member, signed the petition.

Judge Christopher M. Klein presides over the case.

Robert P. Huckaby, Esq., at Robert Huckaby, serves as the Debtor's
bankruptcy counsel.


LOUISIANA PELLETS: Disclosure Statement Hearing Set for June 27
---------------------------------------------------------------
Judge Robert Summerhays of the U.S. Bankruptcy Court for the
Western District of Louisiana will convene a hearing on June 27,
2017, at 10:00 a.m., to consider the adequacy of the disclosure
statement filed by Louisiana Pellets, Inc., and German Pellets
Louisiana, LLC.

Objections, if any, to the proposed disclosure statement shall be
in writing and filed least seven full business days before the
hearing.

As previously reported by the Troubled Company Reporter, under the
plan, holders of Class 3(a) - Unsecured Claims against LPI and
Class 3(b) - Unsecured Claims against GPLA are expected to recover
$75,000, plus additional recoveries from retained causes of action.


The Disclosure Statement is available at:

          http://bankrupt.com/misc/lawb16-80162-690.pdf

                     About Louisiana Pellets

Louisiana Pellets, Inc, and German Pellets Louisiana, LLC, are
members of the "German Pellets" family of companies, which is a
family of related companies centered in Wismar, Germany, operating
in the wood pellets industry.

LPI owns a wood pellet production facility located on 334 acres of
land in Urania, Louisiana.  The Facility is still under
construction and is not yet fully complete or operational.  GPLA
is
the general contractor for construction of the Facility.  A
contract is in place with E.ON UK PLC (a United Kingdom utility
company) to purchase the wood pellet production from the Facility.

LPI and PLA sought Chapter 11 protection (Bankr. W.D. La., Lead
Case No. 16-80162) on Feb. 18, 2016, due to cost overruns and
delays in the course of construction of their
still-to-be-completed
wood pellet production facility.  The petitions were signed by
Anna-Kathrin Leibold, president and chief executive officer.  The
Hon. John W. Kolwe presides over the case.

Louisiana Pellets, Inc., estimated assets and debts at $100
million
to $500 million.  German Pellets estimated assets and debts at $50
million to $100 million.

The Debtors tapped Locke Lord LLP as counsel.

Henry Hobbs, Jr., acting U.S. Trustee for Region 5, appointed on
March 15, 2016, five creditors of Louisiana Pellets Inc. and
German
Pellets Louisiana LLC to serve on the official committee of
unsecured creditors.  The Committee retained Jones Walker LLP as
counsel and Cooley LLP as co-counsel.


MALIBU LIGHTING: Files Chapter 11 Plan of Liquidation
-----------------------------------------------------
Malibu Lighting Corporation and the Official Committee of Unsecured
Creditors filed with the U.S. Bankruptcy Court for the District of
Delaware a disclosure statement and a joint chapter 11 plan of
liquidation, dated May 19, 2017, which contemplates the compromise,
settlement, and release of the Debtors' and the Esates' claims
against the Brinkmann Parties and Continental Casualty Insurance
Company.

The settlement embodied in the Global Settlement provides for the
following:

   - Settlement Consideration to the Debtors' Estates
   - Tooling Equipment
   - Intercompany Claims
   - Brinkmann Intercompany Claims
   - JBBI's agreement to vote JBBI Secured Claim in favor of Plan
   - Mutual General Release
   - Estimated distributions to holders of general unsecured
claims.

Classes 5 (A-C) consists of all general unsecured claims against
the Debtors. Each holder of an allowed general unsecured claim will
receive its Pro Rata share of the Liquidation Trust Interests
allocated to the Outdoor Direct Corporation Debtors, MLC and the
NCOC Debtors (which are: NC Estate Corporation and Stubbs
Collections, Inc.) respectively. The amount of these Liquidation
Trust Interests shall equal the sum of (a) the Distribution Pro
Rata Share of the ODC Net Distributable Assets attributable to each
holder of general unsecured claims against the ODC Debtors, (b) the
Distribution Pro Rata Share of the MLC, and (c) the Distribution
Pro Rata Share of the NCOC Net Distributable Assets attributable to
each Holder of a General Unsecured Claim against the NCOC Debtors.


The Liquidation Trust shall be the exclusive source of payment to
holders of allowed general unsecured claims.

The plan proponents believe the Global Settlement falls well within
the range of reasonableness and reflects a reasonable compromise of
complex issues. The Global Settlement is also in the best interest
of the estates in these cases.

A full-text copy of the Disclosure Statement is available at:

     http://bankrupt.com/misc/deb15-12080-1218.pdf

  About Malibu Lighting Corporation

Malibu Lighting Corp., Outdoor Direct Corp., National Consumer
Outdoors Corp., Beam Corp., Smoke 'N Pit Corp., Treasure Sensor
Corporation and Stubbs Collections Inc. filed Chapter 11
bankruptcy
petitions (Bankr. D. Del. Lead Case No. 15-12080) on Oct. 8, 2015.

The petition was signed by David M. Baker as chief restructuring
officer.  Judge Kevin Gross is assigned to the case.

MLC was a manufacturer and supplier of outdoor and landscape
lighting products, such as solar and low voltage lights and home
security lights, including the parts and accessories associated
with these products.

ODC was a manufacturer and supplier of a variety of consumer
goods,
including (a) outdoor cooking products, such as outdoor gas
grills,
charcoal grills, smokers and fryers, (b) hand held lighting
products, like flashlights and spotlights, (c) landscape lighting
products, and (d) parts and accessories associated with the
foregoing products.

MLC and ODC are winding down operations as a result of the
termination of a business relationship with principal customer,
Home Depot.

NCOC is a manufacturer and supplier of both branded and private
label pet bedding and pet accessory products.  NCOC manufactures
beds, accessories, and deodorizers for dogs as well as beds,
scratching posts, and toys for cats.  In addition, NCOC markets
and sells boat covers manufactured primarily from Chinese
suppliers.  Malibu estimated assets and liabilities of
$10 million to $50 million in its bankruptcy petition.

The Debtors have engaged Michael Seidl, Esq., Jeffrey N.
Pomerantz,
Esq., and Maxim B. Litvak, Esq., at Pachulski Stang Ziehl & Jones
LLP as counsel, Piper Jaffray Co. as investment banker, and
Kurtzman Carson Consultants as claims and noticing agent.

On Oct. 20, 2015, the Office of the U.S. Trustee appointed an
official committee of unsecured creditors.  The committee hired
Lowenstein Sandler LLP as its counsel, Blank Rome LLP as its
Delaware co-counsel and BDO USA, LLP, as its financial advisor.
In
March 2017, the Committee tapped Strasburger & Price LLP as local
counsel.


MANUGRAPH AMERICAS: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Manugraph Americas, Inc.
          aka Manugraph DGM, Inc.
        158 Damhill Road
        P.O. Box 573
        Elizabethville, PA 17023

About the Debtor:     Manugraph Americas, Inc. (formerly known
                      as Manugraph DGM, Inc.) is a manufacturer
                      and supplier of printing presses and of
                      parts and service for printing systems in
                      the newspaper and commercial printing
                      market.  The Company's primary products
                      include single width printing presses
                      and folders used to print newspapers,
                      inserts, magazines and other written
                      or graphic material and related parts
                      and accessories.  The Company is located
                      in central Pennsylvania and sells to both
                      domestic and international customers.
                      Included within the accounts of Manugraph
                      Americas, Inc. is a wholly owned subsidiary,
                      Offset Services, Inc. (OSI), which is
                      inactive.  The Company retains legal
                      ownership of the subsidiary and its name.

                      Manugraph Americas, Inc. --
                      http://www.manugraphamericas.com--
                      is a wholly owned subsidiary of Manugraph
                      India Ltd.  Manugraph India Ltd. is India's
                      largest manufacturer of newspaper web offset
                      printing presses, with manufacturing
                      facilities at Kolhapur, Maharashtra, and is
                      traded on the Bombay stock exchange.   
                      Management believes that, on a combined
                      basis, the entities form the world's
                      largest single width press manufacturing
                      company.

Chapter 11 Petition Date: June 1, 2017

Case No.: 17-02306

Court: United States Bankruptcy Court
       Middle District of Pennsylvania (Harrisburg)

Judge: Hon. Robert N. Opel II

Debtor's Counsel: Robert E Chernicoff, Esq.
                  CUNNINGHAM, CHERNICOFF & WARSHAWSKY, P.C.
                  2320 North Second Street
                  Harrisburg, PA 17110
                  Tel: 717 238-6570
                  Fax: 717 238-4809
                  E-mail: rec@cclawpc.com

Total Assets: $6.38 million as of March 17, 2017

Total Liabilities: $2.06 million as of March 17, 2017

The petition was signed by Andrew Welker, chief operating officer.

A copy of the Debtor's list of 20 largest unsecured creditors is
available for free at http://bankrupt.com/misc/pamb17-02306.pdf

The petition is available for free at:

    http://bankrupt.com/misc/pamb17-02306_petition.pdf


MCDERMOTT HOLDINGS: Moody's Assigns B2 Corporate Family Rating
--------------------------------------------------------------
Moody's Investors Service assigned a B2 Corporate Family Rating
(CFR) and B2-PD Probability of Default Rating to McDermott
Holdings, Inc. Proceeds will be used to fund the acquisition of
Medical Solutions Holdings, Inc., by financial sponsor Texas
Pacific Group ("TPG") in a $485 million leveraged buyout. Moody's
also assigned B1 ratings to the first lien senior secured credit
facilities and a Caa1 rating to the second lien senior secured term
loan. The outlook is stable. This is the first time Moody's has
rated the company.

Ratings assigned:

McDermott Holdings, Inc. (to be superseded by Medical Solutions
Holdings, Inc. immediately upon acquisition)

Corporate Family Rating at B2

Probability of Default of Rating at B2-PD

First lien senior secured revolving credit facility expiring 2022
at B1 (LGD 3)

First lien senior secured term loan due 2024 at B1 (LGD 3)

Second lien senior secured term loan due 2025 at Caa1 (LGD 5)

The rating outlook is stable.

RATINGS RATIONALE

The B2 CFR reflects Medical Solutions' moderately small scale and
high financial leverage. Moody's estimates the company's pro forma
adjusted debt to EBITDA of 5.7 times will gradually decline towards
5.0 times over the next 12-18 months. The rating is also
constrained by the high degree of uncertainty related to the level
of profits that will be generated from the company's non-core
segments.

The B2 CFR is supported by strong demand for nurses by its health
system/hospital customers. This demand will remain high due to the
aging demographics of the US population and the growing desire of
hospitals to outsource the administration of their temporary nurse
staffing activities. The rating is also supported by the supply
imbalance of nurses, particularly those with skills in certain
specialties.

The stable outlook reflects Moody's view that Medical Solutions
will maintain high financial leverage over the next 12 to 18 months
as it seeks to grow through organic and acquisitive means.

The ratings could be upgraded if Medical Solutions effectively
manages its growth while achieving greater scale. The company would
also need to sustain adjusted debt to EBITDA of around 4.0 times
for Moody's to consider an upgrade.

The ratings could be downgraded if adjusted debt to EBITDA is not
sustained below 6.0 times. Deteriorating operating performance or
the inability to smoothly integrate acquisitions could also result
in a downgrade.

Medical Solutions is a leading provider of medium-term, contingent
nursing labor to hospitals across the US. The company places its
own nurses on assignment at hospitals, and in some cases,
administers the entire short-term nurse staffing needs of its
clients. Medical Solutions also provides nursing solutions during
labor disputes. Revenues totaled $366 million for the twelve months
ended March 31, 2017.

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


MEMPHIS LOUIE: Plan and Disclosures Hearing on June 29
------------------------------------------------------
Judge Jennie D. Latta of the U.S. Bankruptcy Court for the Western
District of Tennessee issued an amended order conditionally
approving the small business disclosure statement describing the
plan of reorganization filed by Memphis Louie, LLC, on May 5,
2017.

June 22, 2017, is fixed as the last day for filing written
objections to the disclosure statement or to confirmation of the
plan.

June 22, 2017, is fixed as the last day for filing written
acceptances or rejections of the plan.

June 29, 2017, at 10:15 a.m., 200 Jefferson Avenue, Courtroom 645,
Memphis, Tennessee, 38103, is fixed for the hearing on final
approval of the disclosure statement and for hearing on
confirmation of the plan.

The Troubled Company Reporter previously reported that 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.

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.


MIG, LLC: Pursues Sale of Assets to Shenton Park for $72 Million
----------------------------------------------------------------
MIG, LLC, and ITC Cellular, LLC, ask the U.S. Bankruptcy Court for
the District of Delaware to authorize the sale of (i) 100% of the
limited liability company interests in ITC Cellular (the "ITC
Equity"), (ii) causes of action owned or controlled by MIG or ITC
Cellular, including the MIG Litigation, and (iii) certain records
in the possession of MIG and ITC Cellular to Sector Telecom
Georgia, LLC, for $72,000,000.

A hearing on the Motion is set for June 22, 2017 at 11:00 a.m.
(ET).  The objection deadline is June 15, 2017 at 4:00 p.m. (ET).

MIG, LLC, is a limited liability company organized under the laws
of the State of Delaware.  MIG owns 100% of the membership
interests in ITC Cellular, a Delaware limited liability company.
ITC Cellular in turn owns 46% of the membership interests of
nondebtor International Telcell Cellular, LLC.  International
Telcell, directly and indirectly through its wholly owned
non-debtor subsidiary Telcell Wireless, LLC, owns all the issued
and outstanding equity interests of non-debtor Magticom Ltd., the
leading mobile telephony company in the Republic of Georgia.  The
remaining ownership stake of International Telcell is held 51% by
Dr. George Jokhtaberidze, a Georgian national who founded Magticom,
and 3% by Gemstone Management Ltd., an entity formed by certain
former management of Magticom.  The Debtors' interests in
International Telcell are their principal assets.

MIG is indebted to the Senior Secured Noteholders under its Senior
Secured Cash/PIK Notes Due 2016, which were issued pursuant to that
certain Indenture, dated as of Dec. 31, 2010, among MIG, as Issuer,
ITC Cellular, as CoObligor, and The Bank of New York Mellon
("Indenture Trustee"), as Trustee, Collateral Agent, Registrar,
Paying Agent and Note Accounts Bank.  The Notes are secured by,
among other things, cash held in certain collateral accounts and
pledges of the equity interests in MIG, the ITC Equity, and ITC
Cellular's rights to distributions from International Telcell.  The
principal amount of the Notes as of June 30, 2014, was $252.4
million.  In addition, on June 30, 2014, the Debtors became liable
for the payment of over $11 million in cash interest and $13
million in payment-in-kind interest payable through the issuance of
additional Notes.

Throughout these Chapter 11 Cases, the Debtors have believed both
that the best way to maximize value would be through a sale of the
ITC Equity and that only a sale acceptable to a majority of Senior
Secured Noteholders would be feasible.  In that regard, Shenton
Park made a number of offers to purchase the ITC Equity both before
and after the Petition Date.  However, none of those offers were at
a level acceptable to a sufficient number of Senior Secured
Noteholders.

As a result, the Debtors worked with the Indenture Trustee to
formulate a plan that would provide them with a viable path to exit
Chapter 11 in the absence of a Sale Transaction while at the same
time preserving the ability to pursue a Sale Transaction in the
event a transaction acceptable to a sufficient number of Senior
Secured Noteholders could be negotiated.  

On Sept. 8, 2016, the Indenture Trustee filed with the Court a plan
of reorganization and disclosure statement.  On Dec. 16, 2016, the
Court held a confirmation hearing and, after that hearing, entered
an order confirming the Plan.

The confirmed Plan provides two alternative paths for exiting these
Chapter 11 Cases: (i) the Reorganization Transaction, which
contemplates, in principal part, the conversion of the Senior
Secured Notes to new equity in MIG Holdings, an entity formed to
hold all of the Interests in Reorganized MIG; or (ii) a Sale
Transaction, which contemplates, in principal part, a sale of the
ITC Equity and distribution of the proceeds of the sale.  The Plan
provides that the proceeds of any Sale Transaction will be
distributed to Senior Secured Noteholders on account of the their
Claims and also used to fund payments under the Plan and the wind
down of the Debtors' estates.

Following entry of the Confirmation Order, the Debtors and the
Indenture Trustee took steps to prepare to consummate the
Reorganization Transaction, while at the same time, Senior Secured
Noteholders, with the consent of the Debtors and having apprised
the Indenture Trustee, continued to engage in negotiations with
Shenton Park regarding a potential Sale Transaction.  Through those
negotiations, Senior Secured Noteholders holding approximately 66%
of the Notes ("Majority Noteholders") reached an agreement with
Shenton Park with respect to a sale by the Debtors of the Purchased
Assets, in return for cash consideration of $72 million.

At various points during the Chapter 11 Cases, the Debtors and
Senior Secured Noteholders attempted to negotiate a potential Sale
Transaction with Shenton Park.  Shenton Park is a British Virgin
Islands ("BVI") company that is a limited partner in CaucusCom
Ventures, L.P., the sole member of MIG.  CaucusCom is in the
process of being liquidated in the BVI.  On May 24, 2016, the
Eastern Caribbean Supreme appointed a liquidator to with the sole
authority to wind up CaucusCom and its assets.

The Debtors, having apprised the Indenture Trustee, have determined
that the Proposed Sale is in the best interest of the Debtors'
estates.  To that end on June 1, 2017, (i) the Debtors, Shenton
Park and the Purchaser have entered into that certain LLC Interest
and Asset Purchase Agreement ("IPA") and (ii) ITC Cellular, Shenton
Park, and the Purchaser have entered into certain Mutual Release
Agreements with each of the Majority Noteholders ("Mutual Release
Agreements").  The releases under the Mutual Release Agreements
will be effective upon the closing of the Proposed Sale, which is
subject to Court approval.

The Proposed Sale constitutes a Sale Transaction under the Plan
and, accordingly, if the Proposed Sale is approved and consummated,
the proceeds from the Proposed Sale will be distributed in
accordance with the terms of the Plan, including for the payment of
administrative and priority claims, for recovery to the Senior
Secured Noteholders and to fund the wind down of MIG.  The Debtors
believe that the Proposed Sale will maximize value for the benefit
of their stakeholders.  Moreover, the Proposed Sale has the support
of the Majority Noteholders.

The salient terms of the Purchase Agreement are:

   a. Seller: MIG

   b. Purchaser: Sector Telecom Georgia, LLC, a Delaware limited
liability company, formed by Shenton Park

   c. Purchased Assets: The ITC Equity, certain causes of action
owned or controlled by Seller and ITC Cellular, including the MIG
Litigation and Causes of Action and certain records in the
possession of Seller and ITC Cellular

   d. Purchase Price: $72 million

   e. Sale to Buyer: The Purchaser is a limited partner of
CaucusCom, the sole Member of MIG but does not maintain control
over MIG or ITC Cellular.

   f. Private Sale/No Competitive Bidding: The Purchase Agreement
does not foreclose bids from third parties.

   g. Closing Conditions and Outside Date: Section 5 of the IPA
provides for customary closing conditions, including: (i) no breach
of the other party's representations and warranties or covenants,
(ii) the closing deliverables will have been delivered, (iii) the
Bankruptcy Court will have entered the Sale Order, and any stay
period will have either expired or been waived by the Bankruptcy
Court, and (iv) no order will be in effect that restrains, enjoins
or otherwise prohibits the transactions contemplated thereby.
Section 9 of the IPA provides for customary termination rights,
including the right of Purchaser or MIG to terminate the IPA if the
Closing has not occurred by the earlier of five Business Days after
entry of the Sale Order and 60 days after the date of the IPA.

   h. Use of Proceeds: Pursuant to the Plan, the Sale Transaction
Proceeds will be used to fund the Debtors' wind down and for
distribution to the Debtors' creditors.

   i. Sale Free and Clear: The sale of the Purchased Assets will be
free and clear of all Interests.

   j. Relief from Bankruptcy Rule 6004(h): Proposed Order seeks
relief from the 14-day stay imposed by Bankruptcy Rule 6004(h).

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

        http://bankrupt.com/misc/MIG_LLC_823_Sales.pdf

The Debtors submit that sound business justification exists to sell
the Purchased Assets to the Purchaser in accordance with the
Purchase Agreement.  After lengthy negotiations, the Majority
Noteholders and Shelton Park have agreed on a sale price for the
Purchased Assets.  The resulting Sale Transaction Proceeds will be
used to fund the Debtors' wind down and to distribute cash to the
Debtors' creditors, pursuant to the terms of the confirmed Plan.

Accordingly, the Debtors ask that the Court enters an Order (i)
authorizing the sale of the Purchased Assets free and clear of
liens, claims, encumbrances and other interests; (ii) authorizing
and approving the Purchase Agreement; (iii) closing the Chapter 11
Case of ITC Cellular; and (d) granting related relief.

The Debtors ask the Court to waive the 14-day stay period under
Bankruptcy Rule 6004(h) so that the Sale Transaction may be
effective immediately upon entry.

                        About MIG LLC

Formerly operating under the name "Metromedia International Group,
Inc.," MIG LLC -- http://www.migllc-group.com/-- owned and   
operated and sold dozens of companies in diverse industries,
including entertainment, photo finishing, garden equipment and
sporting goods, until the late 1990s.  In 1997 and 1998, MIG
consummated the sale of substantially all of its U.S.-based
entertainment assets and began focusing on expanding into emerging
communications and media businesses.  By 2005, all of MIG's
operating businesses were located in the Republic of Georgia and
operated through its subsidiaries.

MIG LLC and affiliate ITC Cellular, LLC, filed for Chapter 11
bankruptcy protection on June 30, 2014.  The cases are currently
jointly administered under Bankr. D. Del. Lead Case No. 14-11605.
As of the bankruptcy filing, MIG's sole valuable asset, beyond its
existing cash, is its indirect interest in Magticom Ltd.  The
cases
are assigned to Judge Kevin Gross.

Headquartered in Tbilisi, Georgia, Magticom is the leading mobile
telephony operator in Georgia and is also the largest telephone
operator in Georgia.  Magticom serves 2.4 million subscribers with
a network that covers 97% of the populated regions in Georgia.
Magticom is owned by International Telcell Cellular, LLC, which is
46% owned by MIG unit ITC Cellular, 51% owned by Dr. George
Jokhtaberidze, and 3% owned by Gemstone Management Ltd.

Formerly known as MIG, Inc., MIG was a debtor in a previous case
(Bankr. D. Del. Case NO. 09-12118). It obtained approval of its
reorganization plan in November 2010.

The Debtors have tapped Greenberg Traurig LLP as counsel, Fox
Rothschild Inc. as financial advisor; Cousins Chipman and Brown,
LLP, as conflicts counsel; and Prime Clerk LLC as claims and
notice
agent and administrative advisor.  The Debtors have retained
Natalia Alexeeva as chief restructuring officer.

A three-member panel has been appointed in these cases to serve as
the official committee of unsecured creditors, consisting of
Walter
M. Grant, Paul N. Kiel, and Lawrence P. Klamon.  The Committee is
represented by Cole Schotz P.C.'s J. Kate Stickles, Esq., and
Patrick J. Reilley, Esq.; and the Law Offices of Henry F. Sewell,
Jr., LLC.

The Bank of New York Mellon is represented by Gerard Uzzi, Esq.,
and Eric Stodola, Esq., at Milbank Tweed Hadley & McCloy LLP, in
New York; Laura Davis Jones, Esq., at Pachulski Stang Ziehl &
Jones LLP, in Wilmington, Delaware; and Glenn E. Siegel, Esq., and
Rachel Jaffe Mauceri, Esq., at Morgan, Lewis & Bockius LLP, in New
York.


MINI MASTER: G.I.S. Buying Ford Pickup Trucks for $1.5K
-------------------------------------------------------
Mini Master Concrete Services, Inc., asks the U.S. Bankruptcy Court
for the District of Puerto Rico to authorize the private sale of
2002 Ford F-350 PK-150, Serial/ID No. 1FDW37F22EB89370; and 2005
Ford F-150 PK-175, Serial/ID No. 1FTRX12W95NA16332 to G.I.S. for
$1,500.

Objections, if any, must be filed within 21 days after service.

The Debtor owns the unencumbered Vehicles for which Debtor has no
use and must be sold to maximize its estate, in line with its
Liquidating Plan, and preclude its further deterioration.

The Debtor considers G.I.S.'s offer to be reasonable and fair.
Maintaining the Vehicle, not in use by the Debtor, is causing
unnecessary administrative expenses such as security, insurance and
property taxes, which are burdensome to the Debtor's estate.

The Debtor must sell the Vehicles as expeditiously as possible, in
order to maximize its value and avoid its deterioration,
particularly considering that the Debtor is no longer in
operations.  Therefore, it is in the best interest of Debtor's
estate and its creditors that the Vehicles be sold as proposed.
Accordingly, the Debtor asks the Court to approve the sale of the
Vehicles to the Buyer free and clear of any interest.

The Purchaser can be reached at:

          G.I.S.
          P.O. Box 801522
          Coto Laurel, PR 00780
          Telephone: (939) 777-9171

               About Mini Master Concrete Services

Mini Master Concrete Services, Inc., filed a Chapter 11 bankruptcy
petition (Bankr. D.P.R. Case No. 16-09956) on Dec. 22, 2016.  The
petition was signed by Carmen M. Betancourt, president.  The Debtor
disclosed total assets of $15.78 million and total liabilities of
$5.46 million.

Judge Mildred Caban Flores over the case.  

Charles A. Cuprill, Escq., at PCS Law Offices, represents the
Debtor as counsel.

On April 28, 2017, the Debtor filed a disclosure statement, which
explains its proposed Chapter 11 plan of reorganization.  The plan
proposes to pay Class 4 general unsecured creditors approximately
1.75% of their claims from a $50,000 carve out to be reserved from
the proceeds generated from the sale of the Debtor's assets.


MINI MASTER: Gutierrez Buying Two Hauling Trucks for $10K
---------------------------------------------------------
Mini Master Concrete Services, Inc., asks the U.S. Bankruptcy Court
for the District of Puerto Rico to authorize the private sale of
Euclid R40C (MAT-2) hauling truck, Serial/ID No. 4C4TDC76580, for
$8,000; and Euclid R40C (MAT-1) hauling truck, Serial/ID No.
4C4TDC76579 for $2,000 to Nelson Gutierrez.

Objections, if any, must be filed within 21 days after service.

The Debtor owns the unencumbered Vehicles for which Debtor has no
use and must be sold to maximize its estate, in line with its
Liquidating Plan, and preclude its further deterioration.

The Debtor considers G.I.S.'s offer to be reasonable and fair.
Maintaining the Vehicle, not in use by the Debtor, is causing
unnecessary administrative expenses such as security, insurance and
property taxes, which are burdensome to the Debtor's estate.

Since the Vehicle, Euclid R40C (MAT-2) is encumbered in favor of
Wells Fargo, the proceeds of the sale will be deposited in a
segregated account, from which the payments to Wells Fargo under
the Plan will be made on its Effective date.

The Debtor must sell the Vehicles as expeditiously as possible, in
order to maximize its value and avoid its deterioration,
particularly considering that the Debtor is no longer in
operations.  Therefore, it is in the best interest of Debtor's
estate and its creditors that the Vehicles be sold as proposed.
Accordingly, the Debtor asks the Court to approve the sale of the
Vehicles to the Buyer free and clear of any interest.

The Purchaser can be reached at:

          Nelson Gutierrez
          Agustin Ramos Ave.
          Box 7446
          Isabela, PR 00662
          Telephone: (787) 485-6060

               About Mini Master Concrete Services

On June 28, 1972, Mini Master Concrete Services, Inc., was
incorporated under the laws of Puerto Rico, by late Eng. Victor S.
Maldonado Davila, to be primarily engaged in the processing,
production, and sale of ready-mixed concrete.  In 1973, Mini Master
made its first incursion in the aggregates business by leasing a
property in Morovis, Puerto Rico, where it began a small and simple
operation of sand extraction to provide  its  own  raw  materials
for its concrete operations and those of its affiliate, Master
Concrete Corporation.

On Dec. 11, 2013, Mini Master and its affiliates, Master Concrete
Corporation ("Master") and Master Aggregates Toa Baja Corporation
("Master Aggregates"), filed voluntary petitions for relief
pursuant to Chapter 11 of the Bankruptcy Code with the Bankruptcy
Court.  The three cases were substantially consolidated, with Mini
Master as the surviving entity in Case No. 13-10302

After the confirmation of the Debtor's Plan in said case, the
Debtor opened another concrete plant in an effort to increase its
revenues and comply with its consolidated  confirmed Plan.
Notwithstanding, the economic factors, coupled with 2016 as the
worst year in concrete sales in Puerto Rico during the past 11
years, caused the Debtor to continue the difficulties to comply
with its obligations in the ordinary course of business and with
the payments under the Debtor's confirmed Plan.

Accordingly, Mini Master pursued a second Chapter 11 case, filed a
Chapter 11 bankruptcy petition (Bankr. D.P.R. Case No. 16-09956) on
Dec. 22, 2016.  The petition was signed by Carmen M. Betancourt,
president.  The Debtor disclosed total assets of $15.78 million and
total liabilities of $5.46 million.

Judge Mildred Caban Flores over the new case.

Charles A. Cuprill, Esq., at PCS Law Offices, serves as counsel to
the Debtor.

On April 28, 2017, the Debtor filed a Chapter 11 plan and
disclosure statement, which contemplates the sale of substantially
all of the Debtor's assets.  The plan proposes to pay Class 4
general unsecured creditors 1.75% of their claims from a $50,000
carve out to be reserved from the proceeds generated from the sale
of the Debtor's assets.


MINI MASTER: Melendez Buying Ford F-70 C-5T for $1K
---------------------------------------------------
Mini Master Concrete Services, Inc., asks the U.S. Bankruptcy Court
for the District of Puerto Rico to authorize the private sale of
1989 Ford F-70 C-5T, Serial/ID No. 1FDXK74A5KVA02736, to Juan C.
Melendez for $1,000.

Objections, if any, must be filed within 21 days after service.

The Debtor owns the unencumbered Vehicle for which Debtor has no
use and must be sold to maximize its estate, in line with its
Liquidating Plan, and preclude its further deterioration.

The Debtor considers Mr. Melendez's offer to be reasonable and
fair.  Maintaining the Vehicle, not in use by the Debtor, is
causing unnecessary administrative expenses such as security,
insurance and property taxes, which are burdensome to the Debtor's
estate.

The Debtor must sell the Vehicle as expeditiously as possible, in
order to maximize its value and avoid its deterioration,
particularly considering that the Debtor is no longer in
operations.  Therefore, it is in the best interest of Debtor's
estate and its creditors that the Vehicle be sold as proposed.
Accordingly, the Debtor asks the Court to approve the sale of the
Vehicle to the Buyer free and clear of any interest.

The Purchaser can be reached at:

          Juan C. Melendez
          Bo. San Lorenzo, Sector Marrero #141
          Morovis, PR 00687
          Telephone: (787) 381-2092

               About Mini Master Concrete Services

On June 28, 1972, Mini Master Concrete Services, Inc., was
incorporated under the laws of Puerto Rico, by late Eng. Victor S.
Maldonado Davila, to be primarily engaged in the processing,
production, and sale of ready-mixed concrete.  In 1973, Mini Master
made its first incursion in the aggregates business by leasing a
property in Morovis, Puerto Rico, where it began a small and simple
operation of sand extraction to provide  its  own  raw  materials
for its concrete operations and those of its affiliate, Master
Concrete Corporation.

On Dec. 11, 2013, Mini Master and its affiliates, Master Concrete
Corporation ("Master") and Master Aggregates Toa Baja Corporation
("Master Aggregates"), filed voluntary petitions for relief
pursuant to Chapter 11 of the Bankruptcy Code with the Bankruptcy
Court.  The three cases were substantially consolidated, with Mini
Master as the surviving entity in Case No. 13-10302

After the confirmation of the Debtor's Plan in said case, the
Debtor opened another concrete plant in an effort to increase its
revenues and comply with its consolidated  confirmed Plan.
Notwithstanding, the economic factors, coupled with 2016 as the
worst year in concrete sales in Puerto Rico during the past 11
years, caused the Debtor to continue the difficulties to comply
with its obligations in the ordinary course of business and with
the payments under the Debtor's confirmed Plan.

Accordingly, Mini Master pursued a second Chapter 11 case, filed a
Chapter 11 bankruptcy petition (Bankr. D.P.R. Case No. 16-09956) on
Dec. 22, 2016.  The petition was signed by Carmen M. Betancourt,
president.  The Debtor disclosed total assets of $15.78 million and
total liabilities of $5.46 million.

Judge Mildred Caban Flores over the new case.

Charles A. Cuprill, Esq., at PCS Law Offices, serves as counsel to
the Debtor.

On April 28, 2017, the Debtor filed a Chapter 11 plan and
disclosure statement, which contemplates the sale of substantially
all of the Debtor's assets.  The plan proposes to pay Class 4
general unsecured creditors 1.75% of their claims from a $50,000
carve out to be reserved from the proceeds generated from the sale
of the Debtor's assets.


MINI MASTER: San Miguel Buying GMC Sierra PK-171 for $1K
--------------------------------------------------------
Mini Master Concrete Services, Inc., asks the U.S. Bankruptcy Court
for the District of Puerto Rico to authorize the private sale of
2005 GMC Sierra PK-171, Serial/ID No. 1GTEC19V55Z223512, to Edgardo
L. San Miguel for $1,000.

Objections, if any, must be filed within 21 days after service.

The Debtor owns the unencumbered Vehicle for which Debtor has no
use and must be sold to maximize its estate, in line with its
Liquidating Plan, and preclude its further deterioration.

The Debtor considers Mr. San Miguel's offer to be reasonable and
fair.  Maintaining the Vehicle, not in use by the Debtor, is
causing unnecessary administrative expenses such as security,
insurance and property taxes, which are burdensome to the Debtor's
estate.

The Debtor must sell the Vehicle as expeditiously as possible, in
order to maximize its value and avoid its deterioration,
particularly considering that the Debtor is no longer in
operations.  Therefore, it is in the best interest of Debtor's
estate and its creditors that the Vehicle be sold as proposed.
Accordingly, the Debtor asks the Court to approve the sale of the
Vehicle to the Buyer free and clear of any interest.

The Purchaser can be reached at:

          Edgardo L. San Miguel
          Tivoli 345, Estancias de Tortuguero
          Vega Baja, PR 00693
          Telephone: (787) 475-1233

               About Mini Master Concrete Services

On June 28, 1972, Mini Master Concrete Services, Inc., was
incorporated under the laws of Puerto Rico, by late Eng. Victor S.
Maldonado Davila, to be primarily engaged in the processing,
production, and sale of ready-mixed concrete.  In 1973, Mini Master
made its first incursion in the aggregates business by leasing a
property in Morovis, Puerto Rico, where it began a small and simple
operation of sand extraction to provide  its  own  raw  materials
for its concrete operations and those of its affiliate, Master
Concrete Corporation.

On Dec. 11, 2013, Mini Master and its affiliates, Master Concrete
Corporation ("Master") and Master Aggregates Toa Baja Corporation
("Master Aggregates"), filed voluntary petitions for relief
pursuant to Chapter 11 of the Bankruptcy Code with the Bankruptcy
Court.  The three cases were substantially consolidated, with Mini
Master as the surviving entity in Case No. 13-10302

After the confirmation of the Debtor's Plan in said case, the
Debtor opened another concrete plant in an effort to increase its
revenues and comply with its consolidated  confirmed Plan.
Notwithstanding, the economic factors, coupled with 2016 as the
worst year in concrete sales in Puerto Rico during the past 11
years, caused the Debtor to continue the difficulties to comply
with its obligations in the ordinary course of business and with
the payments under the Debtor's confirmed Plan.

Accordingly, Mini Master pursued a second Chapter 11 case, filed a
Chapter 11 bankruptcy petition (Bankr. D.P.R. Case No. 16-09956) on
Dec. 22, 2016.  The petition was signed by Carmen M. Betancourt,
president.  The Debtor disclosed total assets of $15.78 million and
total liabilities of $5.46 million.

Judge Mildred Caban Flores over the new case.

Charles A. Cuprill, Esq., at PCS Law Offices, serves as counsel to
the Debtor.

On April 28, 2017, the Debtor filed a Chapter 11 plan and
disclosure statement, which contemplates the sale of substantially
all of the Debtor's assets.  The plan proposes to pay Class 4
general unsecured creditors 1.75% of their claims from a $50,000
carve out to be reserved from the proceeds generated from the sale
of the Debtor's assets.


MOLONEY ELECTRIC: Bids for Machinery & Equipment Due June 29
------------------------------------------------------------
MNP Ltd., in its capacity as court-appointed receiver of the
Moloney Electric Inc., pursuant to a stalking horse sale process
approved by the court on May 23, 2017, is soliciting offers for the
purchase of the company's assets located in Sackville, New
Brunswick.  The assets consist primarily of machinery and equipment
used in the manufacturing of distribution transformers, as well as
certain inventory.

The sale process involves a court approved stalking horse offer
which will serve as the base-lie bid against which all other
qualified offers will be evaluated.  The sale of the assets is
subject to court approval.

The deadline to submit offers is 5:00 p.m. (Toronto Time) on June
29, 2017.

A confidential information memorandum will be provided, and site
visits for the preset dates arranged, upon the execution and return
of a confidentiality and non-disclosure agreement.  The NDA is
available for downloading and printing from the receiver's website
at http://mnpdebt.ca/moloney.

For more information, contact:

   Henry Louise
   MNP Ltd.
   300-111 Richmond Street West
   Toronto, Ontario
   Canada M5h 2G4
   Email: henry.louis@mnp.ca
   Tel: (416) 515-3907

Moloney Electric Inc. designs, manufactures, and supplies oil
filled distribution transformers.


MONACO MOTEL: Cash Use Motion Mooted by Case Dismissal
------------------------------------------------------
Monaco Motel LLC's Chapter 11 case has been ordered closed.

Secured creditor Christopher Dale Mitchell, trustee of the
Christopher Dale Mitchell 2003 Trust sought and obtained an order
dismissing the Chapter 11 case.

Mitchell in March 2017 filed a dismissal motion on the grounds that
there is cause for dismissal under 11 U.S.C. Sec. 1112(b); that
Debtor's petition lacks good faith; that Debtor's estate is being
grossly mismanaged; that there is substantial or continuing loss to
or diminution of the estate and the absence of a reasonable
likelihood of rehabilitation.

On May 10, 2017, Judge Michael S. McManus entered an order
dismissing the case and lifting the automatic stay.

On May 31, 2017, Judge McManus ordered that the Debtor's motion to
use cash collateral is dismissed as moot.

Attorney for creditor Christopher Dale Mitchell:

         Marcus T. Brown, Esq.
         LAW OFFICE OF MARCUS T. BROWN
         3100 Oak Road, Suite 100
         Walnut Creek, CA 94597
         Tel: (925) 482-8950
         Fax: (925) 482-8975
         E-mail: marcus@marcusbrownlaw.com

                        About Monaco Motel

Headquartered in South Lake Tahoe, California, Monaco Motel LLC
filed for Chapter 11 bankruptcy protection (Bankr. E.D. Cal. Case
No. 17-21177) on Feb. 26, 2017, disclosing $811,095 in total assets
and $2.02 million in total liabilities.  Syed Chowdaury, managing
member, signed the petition.

The Hon. Michael S. McManus is the case judge.

Robert P. Huckaby, Esq., at Robert Huckaby, serves as the Debtor's
bankruptcy counsel.


MURDOCK EMPIRE: June 20 Plan Confirmation Hearing
-------------------------------------------------
Judge Daniel P. Collins of the U.S. Bankruptcy Court for the
District of Arizona conditionally approved the small business
disclosure statement concerning the plan of reorganization filed by
Murdock Empire Group, Inc. dated May 15, 2017.

June 19, 2017, is fixed as the last day for filing and serving
written objections to confirmation of the plan.

June 19, 2017, is fixed as the last day for filing and serving
objections to the Disclosure Statement.

On June 20, 2017, at 1:30 P.M. the court will conduct a hearing on
confirmation of the Plan and for final approval of the Disclosure
Statement if a timely objection is filed.

Class 6 under the Plan consists of all general unsecured claims.
The holders of allowed claims in Class 6 are projected to receive a
distribution of approximately 40% of their allowed claims. Until
and  unless  all  allowed  claims  in  Class  6  are  paid  in
full,  plus interest at an annual, simple rate of 5%, distributions
shall be made on or before the first  business  day  that  is  at
least  90  days  following  Dec.  31, 2017, Dec.  31, 2018,  Dec.
31, 2019, Dec. 31, 2020, Dec. 31,  2021, Dec. 31, 2022, Dec. 31,
2023, and the date that is the seventh anniversary of the effective
date of this Plan. Class 6 is impaired.

The primary source of funding for this Plan shall be excess cash
flows generated from the continued operation of Debtor's two Subway
restaurants.

A copy of the Disclosure Statement is available at:

     http://bankrupt.com/misc/azb2-16-bk-11113-84.pdf

                 About Murdock Empire

Murdock Empire Group, Inc., operates 3 Subway sandwich restaurants
in Phoenix and Scottsdale, Arizona.

Murdock Empire Group, Inc., filed a Chapter 11 petition (Bankr. D.
Ariz. Case No. 16-11113), on Sept. 28, 2016.  The petition was
signed by John B. Murdock, president.  The Debtor is represented
by
Brian Blum, Esq., at the Turnaround Team PLLC.  At the time of
filing, the Debtor estimated assets at $50,000 to $100,000 and
liabilities at $500,000 to $1 million.

The Office of the U.S. Trustee on Nov. 15 disclosed in a court
filing that no official committee of unsecured creditors has been
appointed in the Chapter 11 case of Murdock Empire Group, Inc.


MURPHY OIL: Egan-Jones Upgrades Sr. Unsecured Ratings to BB-
------------------------------------------------------------
Egan-Jones Ratings, on May 17, 2017, raised the local currency and
foreign currency senior unsecured ratings on debt issued by Murphy
Oil Corp to BB- from B+.

Murphy Oil Corporation is an American petroleum and natural gas
exploration company headquartered in El Dorado, Arkansas. The
company also has operating offices in Houston, Texas, Calgary,
Alberta, and Kuala Lumpur, Malaysia.



NAB HOLDINGS: Moody's Affirms B2 CFR & Rates $715MM Secured Debt B2
-------------------------------------------------------------------
Moody's Investors Service affirmed NAB Holdings, LLC's B2 Corporate
Family Rating (CFR), upgraded its Probability of Default Rating to
B2-PD from B3-PD, and assigned a B2 rating to the company's
proposed $715 million of senior secured credit facilities. The
ratings have a stable outlook. NAB will use the proceeds from the
credit facilities and a $150 million preferred equity investment
from a third-party investor to finance the acquisition of Total
Merchant Services, Inc. ("TMS") for approximately $557 million in
enterprise value. Moody's will withdraw the ratings for NAB's
existing credit facilities and all of TMS' ratings upon the close
of the acquisition.

Concurrent with the acquisition or shortly thereafter, Moody's
expects NAB to wind-down its merchant cash advance business, which
the ratings agency views as credit positive. Moody's views the
preferred equity investment as debt-like given the PIK accretion
and mandatory redemption one year after the latest scheduled debt
maturity. Moody's believes that the likely source of financing the
redemption of the preferred instrument will be from the proceeds
from additional debt. Pro forma for the acquisition, NAB's total
debt to EBITDA (Moody's adjusted) will increase from the mid 2x to
about 4.7x (5.9x including the preferred stock), before the planned
cost synergies of $29 million are included. Management expects to
achieve the cost synergies by 2019, which will come from headcount
reductions and migration of the majority of TMS' processing volumes
onto NAB's platform. The acquisition will also enhance NAB's
operating scale and expand its sales distribution capabilities.
However, in Moody's view, the execution risk in integrating a large
acquisition, realizing cost synergies and transitioning the
processing volumes will be elevated over the next 12 to 24 months.

RATINGS RATIONALE

NAB's B2 CFR is characterized by its high closing leverage (when
including the preferred stock), elevated execution risk and its
intensely competitive operating environment. Moody's expects total
debt plus preferred stock-to-EBITDA to decline to the low 5x by the
end of 2018 from legacy NAB's organic growth and cost synergies.
NAB's strong revenue and EBITDA growth in recent quarters was
mainly driven by growth in higher-risk merchant accounts. This
segment of the merchants is highly profitable but it has increased
NAB's business risk relative to its similarly rated peers. The B2
CFR also incorporates "key man risk" attributed to NAB's founder
and shareholder. The rating is supported by NAB's recurring,
transaction-based revenues, very good liquidity and Moody's
expectations for free cash flow relative to debt plus preferred
stock of approximately 8% over the next 12 to 18 months.

The stable rating outlook reflects Moody's expectations for
leverage to decline to the low 5x and good free cash flow
generation over the next 12 to 18 months.

The upgrade of the Probability of Default Rating to B2-PD reflects
Moody's expectations for lower recoveries as a result of the
covenant-lite credit facilities in the new capital structure.

NAB's ratings could be downgraded if liquidity weakens, EBITDA
declines and total debt plus preferred stock to EBITDA is expected
to remain above 6x or free cash flow falls to the low single digit
percentages of debt plus preferred stock. Conversely, Moody's could
raise the ratings if NAB establishes a track record of maintaining
conservative financial policies and it generates strong earnings
growth. The ratings could be upgraded if Moody's expects NAB to
sustain leverage below 4.5x and free cash flow in excess of 10% of
debt plus preferred stock.

Affirmation:

Issuer: NAB Holdings, LLC

-- Corporate Family Rating, B2

Upgrade:

Issuer: NAB Holdings, LLC

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

Assignments:

-- $715 million of new senior secured credit facilities, B2
    (LGD3)

Outlook Actions:

Issuer: NAB Holdings, LLC

-- Outlook, Stable

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

NAB provides electronic payment processing services to small and
mid-sized business merchants in the United States.


NAB HOLDINGS: S&P Lowers CCR to 'B' on Debt-Funded Acquisition
--------------------------------------------------------------
S&P Global Ratings lowered its corporate credit rating on Troy,
Mich.-based on NAB Holdings LLC to 'B' from 'B+'.  The rating
outlook is stable.  At the same time, S&P assigned its 'B'
issue-level rating and '3' recovery rating to the company's
proposed $640 million first-lien term loan and $75 million
revolver.  The '3' recovery rating indicates S&P's expectation for
meaningful recovery (50%-70% range; rounded estimate: 55%) in the
event of a payment default.  S&P also lowered all issue level
ratings on NAB's existing debt to 'B' from 'B+' in accordance with
the downgrade.  The recovery ratings on those issues remain '3'
indicating S&P's expectation for meaningful recovery (50%-70%
range; rounded estimate: 55%) in the event of a payment default.
S&P is also removing the CreditWatch with negative implications
from all ratings.  S&P will withdraw these ratings once the
transaction closes and the debt is repaid.

"The downgrade reflects a material increase in leverage pro-forma
for the acquisition of TMS, which is expected to close within the
next month," said S&P Global Ratings credit analyst Craig Sabatini.
Inclusive of preferred equity in S&P's calculation of debt, it
estimates that that NAB's pro-forma adjusted debt to EBITDA as of
March 31, 2017 will increase to around 5.7x from 2.5x at closing.
Although the acquisition will improve NAB's scale and operating
leverage and expand its partner base, it will remain a relatively
small player in a fragmented industry, and the increased financial
leverage will limit its flexibility to respond to disruption or
take advantage of new opportunities in an evolving industry.

The stable outlook reflects S&P's expectation that NAB will grow
net revenues organically in at least the mid-single-digit
percentage range and reduce leverage to under 5x by the end of
2018.


NATIVE GAMES: Exclusive Plan Filing Period Extended to July 29
--------------------------------------------------------------
Judge August B. Landis of the U.S. Bankruptcy Court for the
District of Nevada extended Native Games America, LLC's exclusive
periods (a) for filing a plan of reorganization to July 29, 2017,
and (b) for securing acceptance of such plan of reorganization to
September 24, 2017, upon the condition that the Debtor files its
March and April Monthly Operating Reports no later than June 1,
2017.

The Troubled Company Reporter has previously reported that the
Debtor asked the Court to extend its Exclusivity Period to Sept.
28, 2017, and Acceptance Period to Nov. 29, 2017.  The Debtor said
its diligent efforts to proceed with its reorganization and
negotiate resolution with its largest creditor throughout the
Chapter 11 case provide cause for a short extension of the
Exclusive Periods.  The Debtor had been engaged in extensive
discussions with its largest creditor, Peter Lee, in an attempt to
reach a resolution between the parties.  These discussions,
according to the Debtor, had been fruitful and the Debtor believed
that a settlement with Mr. Lee was forthcoming.  Determining the
terms of a resolution with Mr. Lee was critical prior to proposing
a plan or reorganization or assessing whether the case should
proceed after a resolution will be reached.

                   About Native Games America

Native Games America, LLC, sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. D. Nev. Case No. 17-10356) on Jan. 27,
2017.  The petition was signed by Jeff Martinez, manager.  

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

Zachariah Larson, Esq., and Matthew Zirzow, Esq., at Larson &
Zirzow, LLC, serve as the Debtor's legal counsel.


NAVISTAR INTERNATIONAL: Extends NPA Purchase Expiration to 2018
---------------------------------------------------------------
Navistar Financial Securities Corporation, as the seller, Navistar
Financial Corporation, as the servicer, and Credit Suisse AG, New
York Branch, as a managing agent, Credit Suisse AG, Cayman Islands
Branch, as a committed purchaser, Alpine Securitization Ltd., as a
conduit purchaser, Bank of America, National Association, as
administrative agent, as a managing agent and as a committed
purchaser, New York Life Insurance Company, as a managing agent and
a committed purchaser, and New York Life Insurance and Annuity
Corporation, as a managing agent and a committed purchaser, entered
into Amendment No. 9 to Note Purchase Agreement.  The NPA Amendment
amends the Note Purchase Agreement, dated as of Aug. 29, 2012,
among NFSC, NFC and the Purchaser Parties, to, among other things,
extend the Scheduled Purchase Expiration Date to May 30, 2018, and
reduce the maximum funded amount to $425,000,000, reduce the
commitment of Credit Suisse to $75,000,000, increase the commitment
of NY Life to $60,000,000 and increase the commitment of NYLIAC to
$90,000,000 (the Commitment of the Committed Purchaser in the Bank
of America Purchaser Group will remain $200,000,000).

A full-text copy of the Amendment No. 9 to the Note Purchase
Agreement is available for free at https://is.gd/qxOavl

                  About Navistar International

Navistar International Corporation (NYSE: NAV) --
http://www.navistar.com/-- is a holding company whose subsidiaries
and affiliates subsidiaries produce International(R) brand
commercial and military trucks, MaxxForce(R) brand diesel
engines, IC Bus(TM) brand school and commercial buses, Monaco RV
brands of recreational vehicles, and Workhorse(R) brand chassis
for motor homes and step vans.  It also is a private-label designer
and manufacturer of diesel engines for the pickup truck,
van and SUV markets.  The Company also provides truck and diesel
engine parts and service.  Another affiliate offers financing
services.

Navistar reported a net loss attributable to the Company of $97
million on $8.11 billion of net sales and revenues for the year
ended Oct. 31, 2016, compared with a net loss attributable to the
Company of $184 million on $10.14 billion of net sales and revenues
for the year ended Oct. 31, 2015.

As of Jan. 31, 2017, Navistar had $5.39 billion in total assets,
$10.72 billion in total liabilities and a total stockholders'
deficit of $5.32 billion.

                          *     *     *

Navistar carries a 'B3' Corporate Family Rating (CFR) and stable
outlook from Moody's.  Moody's said in January 2017 that Navistar's
ratings reflects the continuing challenges the company faces in
re-establishing its competitive position and profitability in the
North American medium and heavy truck markets.

Navistar carries a 'CCC' Issuer Default Ratings from Fitch Ratings.
Fitch said in January 2017 that the ratings for NAV, Navistar,
Inc., and NFC remain on Rating Watch Positive pending completion of
a strategic alliance between NAV and Volkswagen Truck & Bus GmbH
(VW T&B).   The Positive Rating Watch reflects Fitch's expectation
that under terms contemplated for the alliance, NAV would realize
cost synergies, improved liquidity, and strategic opportunities
over the next several years that would support its competitiveness
and operating performance.

As reported by the TCR on March 3, 2017, S&P Global Ratings said
that it raised its corporate credit ratings on Navistar
International Corp. and its subsidiary Navistar Financial Corp. to
'B-' from 'CCC+'.  The outlook is stable.  The upgrade follows
Navistar's strategic alliance with Volkswagen Truck & Bus, which
includes Volkswagen Truck & Bus' 16.6% equity stake in Navistar,
definitive agreements for the two companies to collaborate on
technology, and the formation of a procurement JV.


NEIMAN MARCUS : Bank Debt Trades at 11% Off
-------------------------------------------
Participations in a syndicated loan under Neiman Marcus Group Inc
is a borrower traded in the secondary market at 79.03
cents-on-the-dollar during the week ended Friday, May 19, 2017,
according to data compiled by LSTA/Thomson Reuters MTM Pricing.
This represents a decrease of 0.80 percentage points from the
previous week.  Neiman Marcus  pays 300 basis points above LIBOR to
borrow under the $2.9 billion facility. The bank loan matures on
Oct. 16, 2020 and carries Moody's Caa1 rating and Standard & Poor's
CCC+ rating.  The loan is one of the biggest gainers and losers
among 247 widely quoted syndicated loans with five or more bids in
secondary trading for the week ended May 19.


NEWFIELD EXPLORATION: Fitch Affirms BB+ Long-Term IDR
-----------------------------------------------------
Fitch Ratings has affirmed Newfield Exploration Company's
(Newfield; NYSE: NFX) Long-Term Issuer Default Rating (IDR) and
unsecured debt ratings at 'BB+'. The Rating Outlook is revised to
Positive from Stable.

The Positive Outlook reflects the company's shift to STACK
development and continued improvement in STACK well results from
enhanced drilling & completion techniques that are forecast to lead
to robust, higher margin production growth. Another consideration
is the reduced risk of lower production and cash flows from further
portfolio optimization activities (e.g. Granite Wash, Eagle Ford,
China). Continued operational execution of core Anadarko Basin
production and reserve growth, while maintaining financial
flexibility, could lead to a positive rating action within the next
12-18 months.

Approximately $2.5 billion of debt is affected by rating actions. A
full list of actions follows at the end of this release.

KEY RATING DRIVERS

Newfield's rating reflects the company's liquids-focused production
profile and proved reserves (1P) base with a growing STACK
position, adequate liquidity, extended maturities profile,
favorable hedging position, and credit-conscious financial policy.
These considerations are offset by the company's moderate size and
heightened execution risk given its transition to multi-pad
development drilling in the Anadarko Basin. Although the company
forecasts multi-year 20%-25% CAGR production target for the
Anadarko Basin, Fitch anticipates production will be lumpy
near-term with clustered production increases concurrent with pad
completions. Fitch recognizes that production results and well
returns from the STACK continue to strengthen with opportunities
for further improvement. Another consideration is the potential for
STACK resource expansion with ongoing interval exploration
activity.

ROBUST THREE-YEAR PRODUCTION GROWTH PLAN

Management communicated its three-year production growth plan
targeting Anadarko Basin and total production CAGRs of 20%-25% and
10%-15%, respectively. The plan employs an average Anadarko Basin
rig count of roughly 10 rigs throughout the planned period or about
the current pace. Management indicated that it is positioning the
company to sustainably post double-digit production growth within
cash flow, considering $50-$60/barrel WTI prices, over the medium
term. Fitch views the growth and funding plan as generally
achievable.

STACK WELL RETURNS CONTINUE TO IMPROVE

Newfield continues to take steps to optimize its drilling &
completion techniques via expanded multi-pad drilling, longer
laterals, tighter cluster and stage spacing, and higher proppant
and liquids loading. Most of Newfield's 2017 activity in the STACK
will be on multi-well development pads, which is anticipated to
result in well cost savings of up to $750,000-$1 million per well,
or 10%-15% savings, all else equal. Upsized completion well results
have substantially exceeded the company's current oil type curve
with early results tracking a 1.5 million barrels of oil equivalent
(boe) estimated ultimate recovery (EUR) oil type curve, or an
approximately 35% oil EUR uplift for initial wells drilled on a
section. The company is also testing a much larger completion
design (e.g. the Burgess well) with very early results exhibiting
promising production characteristics. Fitch expects the continued
deployment of enhanced drilling & completion techniques will
improve the company's production profile and reduce full-cycle
costs per boe.

MODERATELY NEGATIVE FCF, IMPROVING CREDIT METRICS

Fitch's base case forecasts Newfield will be approximately $250
million and $200 million FCF negative in 2017 and 2018,
respectively. Cash-on-hand is projected to be sufficient to cover
these shortfalls. Fitch believes the company will continue to be
measured with its capital program and manage to a
neutral-to-moderately negative FCF profile.

Debt/EBITDA is forecast to decline to approximately 2.4x in 2017
and 2.1x in 2018, which is generally consistent with
investment-grade rated peers. Debt-to-proved developed (PD)
reserves and debt per flowing barrel metrics are forecast to be
around $6.30/boe and $15,265, respectively, in 2017.

KEY ASSUMPTIONS

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

-- WTI oil price that trends up from $50/barrel in 2017 to a
    long-term price of $62.50/barrel;
-- Henry Hub gas price that trends up from $2.75/mcf in 2017 to a

    long-term price of $3.25/mcf;
-- Production grows modestly to approximately 161 mboepd in 2017,

    generally consistent with the upper end of management
    guidance, followed by approximately 10% growth in 2018 and a
    more robust growth profile thereafter;
-- Liquids mix declines modestly to approximately 62% in 2017
    followed by incremental improvements thereafter;
-- Capital spending of $1.1 billion for 2017 followed by a cash
    flow-linked capital spending program over the medium term;
-- No further asset sales or acquisitions projected throughout
    the forecast period.

RATING SENSITIVITIES

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

-- Increased size, scale, and diversification of Newfield's
    operations with some combination of the following metrics:
-- Mid-cycle debt/EBITDA of 2.5x-2.8x on a sustained basis;
-- Debt/flowing barrel under $20,000 or debt/PD around $6.00-
    $6.50/boe on a sustained basis.

Negative: Future developments that may, individually or
collectively, lead to a negative rating action:

-- Demonstrated operational momentum issues suggesting a lower
    than forecasted production profile medium-term;
-- Mid-cycle debt/EBITDA above 3.0x-3.3x on a sustained basis;
-- Debt/flowing barrel above $25,000 or debt/PD over $7.00-
    $7.50/boe on a sustained basis;
-- Commencement of equity-friendly actions inconsistent with the
    forecasted FCF profile.

ADEQUATE LIQUIDITY PROFILE

Cash and equivalents were approximately $469 million as of
March 31, 2017. This cash balance reflects steps taken by
management over the past three years to manage its liquidity
profile while pursuing operational initiatives, via lower
investment levels and a series of non-core asset sales and equity
raises. Fitch views these steps - ahead of its transition to a more
robust growth-orientation within the STACK - favorably and expects
the additional liquidity to help offset the impact of oil & gas
price volatility on development funding, particularly as higher
priced legacy hedge coverage rolls off. Additional liquidity is
provided by the company's $1.8 billion senior unsecured credit
facility (no outstanding borrowings as of March 31, 2017) due June
2020.

EXTENDED MATURITIES PROFILE

Newfield has no maturities until 2022.

AMPLE COVENANT HEADROOM

Financial covenants, as defined in the credit facility agreement,
consist of a maximum debt-to-book capitalization of 60% and
EBITDAX-to-interest expense ratio of at least 2.5x. Other covenants
across the debt instruments restrict the ability to incur
additional liens, engage in sale/leaseback transactions, and merge,
consolidate or sell assets, as well as a change in control
provision. Fitch believes Newfield has ample cushion within all of
its covenants and has demonstrated a willingness and ability to
actively manage potential covenant risk. For example, in March
2016, the company proactively amended its interest coverage
covenant to 2.5x from 3.0x, at a cost of $3 million, in order to
opportunistically increase headroom.

SOLID HEDGE POSITION

Newfield has historically maintained a proactive hedging program,
using a combination of swaps and collars, to manage cash flow
variability and support development funding. Management has been
less active in its multi-year hedging activities more recently
given its current cash position and competitive full-cycle cost
profile, as well as its constructive view of oil prices. As of
April 27, 2017, Newfield's domestic oil production was
approximately 50% hedged for 2017 prior to consideration of spread
gains locked in via purchased calls for roughly 20% of volumes.
Meanwhile, natural gas production was approximately 65% and 20%
hedged for 2017 and 2018, respectively. The reported net derivative
asset value was about $8 million as of March 31, 2017.

MANAGEABLE OTHER LIABILITIES

Asset retirement obligations (AROs) decreased year-over-year to
$162 million, as of March 31, 2017, from $196 million, as of March
31, 2016. The decline is mainly due to the settlement of $35
million in AROs related to the Eagle Ford sale. Other contingent
obligations, as of Dec. 31, 2016, totalled $416 million on a
multi-year, undiscounted basis comprising firm transportation
agreements ($193 million) and operating leases and other service
contracts ($223 million). Additionally, the company has oil and gas
delivery commitments with Tesoro and HollyFrontier to accommodate
the company's waxy Uinta production.

The company's total transportation/processing cost guidance of
approximately $300 million for 2017 includes Arkoma unused firm gas
transportation and Uinta oil & gas delivery shortfall fees of
approximately $52 million and $37 million, respectively. Both plays
have exhibited declining production trends due to underinvestment.
Continued production declines could result in additional shortfall
fees. The risk of an increase in shortfall fees is viewed as
manageable and Fitch has considered these costs in its rating
case.

FULL LIST OF RATING ACTIONS

Fitch has affirmed Newfield's ratings:

Newfield Exploration Company
-- Long-Term IDR at 'BB+';
-- Senior unsecured bank facility at 'BB+/RR4';
-- Senior unsecured notes at 'BB+/RR4'.

The Rating Outlook is revised to Positive from Stable.


NUVERRA ENVIRONMENTAL: David Hargreaves Appointed to Committee
--------------------------------------------------------------
Andrew Vara, acting U.S. trustee for Region 3, on June 2 appointed
David Hargreaves to serve on the official committee of unsecured
creditors in the Chapter 11 cases of Nuverra Environmental
Solutions, Inc. and its affiliates.

9zs LLC, which was appointed on May 19 together with Wilmington
Trust Company, N.A. and SG Aurora Master Fund L.P., is no longer a
member of the committee, court filings show.

Mr. Hargreaves' address is:

     David Hargreaves
     29 Hidden Glen Road
     Scarsdale, NY 10583
     Phone: 917-575-2535

             About Nuverra Environmental Solutions

Nuverra Environmental Solutions, Inc. (OTCQB: NESC) provides
environmental solutions to customers focused on the development and
ongoing production of oil and natural gas from shale formations.
The Scottsdale, Arizona-based Company operates in shale basins
where customer exploration and production activities are
predominantly focused on shale and natural gas.

Nuverra Environmental Solutions, Inc., and its affiliates sought
Chapter 11 protection (Bankr. D. Del. Lead Case No. 17-10949) on
May 1, 2017.

As of March 31, 2017, Nuverra had $342.6 million in total assets
and $534.5 million in total liabilities.

The Hon. Kevin J. Carey is the case judge.  Shearman & Sterling LLP
serves as bankruptcy counsel to the Debtors, with the engagement
led by Fredric Sosnick, Esq., Sara Coelho, Esq., and Stephen M.
Blank, Esq.

The Debtors hired Young Conaway Stargatt & Taylor, LLP and Shearman
& Sterling LLP as co-counsel; AP Services, LLC as restructuring
advisor; Lazard Freres & Co. LLC and Lazard Middle Market LLC as
investment banker; and Prime Clerk LLC as claims and noticing
agent.


OAKRIDGE HOLDINGS: Hires Bradley Hennen as Special Counsel
----------------------------------------------------------
Oakridge Holdings, Inc., seeks authority from the U.S. Bankruptcy
Court for the District of Minnesota to employ the Law Offices of
Bradley J. Hennen as special counsel to the Debtor.

Oakridge Holdings requires Bradley J. Hennen to provide SEC
Compliance advice and advice concerning the form of any sales
agreements in connection with the sale of the Debtor's assets.

Bradley J. Hennen will be paid at the hourly rate of $400.

According to the firm, prior to the filing of the bankruptcy case,
the Debtor owed Bradley J. Hennen $4,000 in unpaid services and
costs incurred on behalf of the Debtor as part of the firm's
representation.  Bradley J. Hennen intends to seek payment of that
amount when the firm files its first fee application.

Bradley J. Hennen will also be reimbursed for reasonable
out-of-pocket expenses incurred.

Bradley J. Hennen, member of the Law Offices of Bradley J. Hennen,
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.

Bradley J. Hennen can be reached at:

     Bradley J. Hennen, Esq.
     LAW OFFICES OF BRADLEY J. HENNEN
     9152 Wassermann Ct
     Victoria, MN 55286
     Tel: (612) 670-7068
     E-mail: brad@hennen.net

                 About Oakrdige & Stinar HG

Stinar HG, Inc., d/b/a The Stinar Corporation, is a
Minnesota-based
company that manufactures ground support equipment for the
aviation
industry.  The late Frank Stinar founded Stinar Corp. in 1946.
Stinar's products are used to load, service, and maintain all
types
of aircraft for both government and commercial applications.  The
company's corporate headquarters and its 40,000 square foot
manufacturing facility are in Eagan, Minnesota.

On June 29, 1998, Oakridge Holdings, Inc. (OTCMKTS:OKRGQ), a
publicly held Minnesota-based company, became the new owner of
Stinar.  Currently, Stinar is the only asset of Oakridge Holdings.

The largest shareholders of Oakridge Holdings is Robert Harvey who
holds approximately 21% of the outstanding shares.

Oakridge Holdings and operating unit Stinar HG filed bankruptcy
Chapter 11 petitions (Bankr. D. Minn. Case Nos. 17-31669 and
17-31670, respectively) on May 22, 2017.  Robert C. Harvey, CEO &
president, signed the petitions.  At the time of filing, debtor
Oakridge Holdings disclosed total assets of $990,237 and total
liabilities of $2.17 million, while debtor Stinar HG disclosed
total assets of $8.22 million and total liabilities of $2.91
million.

The cases are assigned to Judge Kathleen H Sanberg.

The Debtors are represented by Kenneth Edstrom, Esq., at Sapientia
Law Group.


ONSITE TEMP: Names Morris Anderson's Tim Shaffer as CRO
-------------------------------------------------------
Onsite Temp Housing Corporation seeks authorization from the U.S.
Bankruptcy Court for the District of Arizona to employ Timothy H.
Shaffer of Clotho Corporate Recovery LLC, Morris Anderson &
Associates as chief restructuring officer, effective April 28,
2017.

The Debtor requires the CRO to:

   (a) evaluate the Debtor's businesses, assets and liabilities;

   (b) restructure and reorganize the Debtor if possible;

   (c) manage and operate the Debtor, including having control
       over all of the bank accounts, money and other assets of
       the Company, for the Term of this Agreement;

   (d) make decisions regarding the continued employment of any
       employees of the Debtor;

   (e) evaluate and decide whether to file or proceed with any
       pending Chapter 11 Plans of Reorganization;

   (f) decide whether to retain or continued the employment of any

       lawyers, accountants or other professionals for the Debtor;

   (g) evaluate any potential claims or causes of action belonging

       to the Bankruptcy Estate and any potential claims and
       causes of action belonging to the Debtor;

   (h) file any claims or causes of action he determines to be
       appropriate and in the best interest of the Bankruptcy
       Estate and its creditors;

   (i) negotiate and settle claims and causes of action against
       other persons and which any person may have against the
       Company;

   (j) file any reports or other documents with the Bankruptcy
       Court as may be required by the Bankruptcy Code, the
       Bankruptcy Rules or the Office of the U.S. Trustee; and

   (k) investigate the business affairs and operations of the
       Company and its relationships and transactions with any
       person as he may deem appropriate in the sole exercise of
       his business judgment.

Mr. Shaffer will act as CRO at an hourly rate of $350.

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

Mr. Shaffer assured the Court that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code and does not represent any interest adverse to the Debtor and
its estate.

The counsel can be reached at:

       Timothy H. Shaffer MBA CIRA CTP
       CLOTHO CORPORATE RECOVERY LLC
       MORRIS ANDERSON & ASSOCIATES LTD
       6929 N. Hayden Road, C-4 Box 402
       Scottsdale, AZ 85250
       Tel: (602) 469-5147
       E-mail: tshaffer@morrisanderson.com
               tim@clothoeq.us

                       About Onsite Temp

Onsite Temp Housing Corporation, based in Phoenix, Arizona,
provides temporary housing solutions to the  insurance,
construction, mining and natural disaster sectors in the form of RV
travel trailers.

The Debtor filed a Chapter 11 petition (Bankr. D. Ariz. Case No.
16-10790) on Sept. 20, 2016.  In its petition, the Debtor
estimated $500,000 to $1 million in assets and $1 million to $10
million in liabilities.  The petition was signed by Donald
Kaebisch, authorized representative.

Judge Paul Sala presides over the case.  Harold E. Campbell, Esq.,
at Campbell & Coombs, P.C. serves as bankruptcy counsel.  The
Debtor hired Henry and Horne, LLP to provide financial consulting
services.

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


OUTSIDE PLANT: Unsecured Creditors to Recoup 25.6% Under New Plan
-----------------------------------------------------------------
Outside Plant Damage Recovery, LLC, filed with the U.S. Bankruptcy
Court for the District of Colorado a disclosure statement
describing its amended plan of reorganization, dated May 19, 2017.

Class 5 under the Plan will be comprised of all creditors who hold
Allowed Unsecured Claims against the Debtor.  Class 5 creditors
will receive distributions of not less than 25.6% on an annual
basis from the Debtor's Net Available Cash Fund within 30 days.
This class is impaired.

Payments and distributions under the Plan will be funded by the
Debtor's income and operations.

A full-text copy of the Disclosure Statement is available at:

     http://bankrupt.com/misc/cob16-20629-101.pdf

                  About Outside Plant

Outside Plant Damage Recovery, LLC d/b/a Paragon Risk Management
Group filed a Chapter 11 bankruptcy petition (Bankr. D.CO. Case
No.
16-20629) on October 28, 2016. The Hon. Thomas B. McNamara
presides
over the case. Adams Law, LLC represents the Debtor as counsel.

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

The Office of the U.S. Trustee on Dec. 23 appointed two creditors
of Outside Plant Damage Recovery, LLC, to serve on the official
committee of unsecured creditors. The Committee members are Angela
N. Frazier, Esq., for Cox Communications, Inc., and Barry W. King,
MBA, J.D., for Charter Communications.


PALATIAL INVESTMENT: July 11 Disclosure Statement Hearing
---------------------------------------------------------
Judge Eddward P. Ballinger Jr. of the U.S. Bankruptcy Court for the
District of Arizona will convene a hearing on July 11, 2017, at
11:00 a.m. to consider approval of the disclosure statement filed
by Palatial Investment Corp. on May 17, 2017.

The Court has set the last day for filing and serving written
objections to the disclosure statement five business days prior to
the hearing date set for the approval of the disclosure statement.

The Troubled Company Reporter previously reported that Class 2
Unsecured Claims -- totaling $22,956.13 -- will be paid from the
liquidation of estate assets.  This class is impaired by the Plan.

The funds necessary for the satisfaction of approved and allowed
claims will be derived from the Debtor's liquidation of estate
assets, including the recovery of damages in any pending or
contemplated civil litigation.

The Disclosure Statement is available at:

          http://bankrupt.com/misc/azb15-08730-201.pdf

                About Palatial Investment Corp.

Palatial Investment Corp., filed a Chapter 11 bankruptcy petition
(Bankr. D. Ariz. Case No. 15-08730) on July 14, 2015, disclosing
under $1 million in both assets and liabilities.  The petition was
filed pro se.  The Debtor hires Weinberger Law as special counsel.


PANDA TEMPLE: Claim Filing Deadline Set for June 28
---------------------------------------------------
The Hon. Laurie Selber Silverstein of the U.S. Bankruptcy Court for
the District of Delaware set June 28, 2017, at 5:00 p.m.
(Prevailing Eastern Time), as the deadline for any person or entity
to file proofs of claim against Panda Temple Power LLC and Panda
Temple Power Intermediate Holdings II LLC.

Judge Silverstein also set Oct. 16, 2017, at 5:00 p.m. (Prevailing
Eastern Time) as last day for governmental units to file their
claims against the Debtors.

All proofs of claim must be file at:

   Panda Temple Claims Processing Center
   c/o Prime Clerk LLC
   830 3rd Avenue, 3rd Floor
   New York, NY 10022

                        About Panda Temple

Panda Temple Power, LLC and Panda Temple Power Intermediate
Holdings II, LLC filed voluntary petitions under Chapter 11 of the
United States Bankruptcy Code  (Bankr. D. Del. Lead Case No.
17-10839) on April 17, 2017.

Panda Temple Power, LLC ("Temple I"), owns the Panda Temple I
Generating Station, a clean, natural gas-fueled, 758-megawatt
combined-cycle electric generating facility located in Temple,
Texas.  The Temple I Project utilizes advanced emissions-control
technology, making it one of the cleanest natural gas-fueled power
plants in the United States.  Employing "quick start" turbines,
which can achieve 50% power production in 10 minutes and a full
baseload capacity in 30 minutes, the Temple I Project can supply
the power needs of up to 750,000 homes.

The Temple I Project was originally financed with approximately
$377 million of secured debt and $375 million of equity.
Approximately $100 million of the equity investment was provided by
Panda Funds, with the remaining $275 million provided by third
party co-investors.  Construction of the Temple I Project began in
July 2012 and commercial operations commenced in July 2014.  In
March 2015, the original secured debt was refinanced with
approximately $400 million of secured debt under the Prepetition
Credit Agreement.

Panda Temple Power Intermediate Holdings II, LLC is a holding
company  with no assets other than its ownership interests in
Temple I.

In 2016, the Debtors' total revenue from energy sales was
approximately $71.9 million and its EBITDA was $17.8 million.

The cases are pending before the Honorable Laurie Selber
Silverstein.  The Debtors have hired Richards, Layton & Finger,
P.A. and Latham & Watkins LLP as attorneys; Ducera Partners LLC as
financial advisors; and Prime Clerk LLC as claims and noticing
agent.

The Office of the U.S. Trustee on May 3, 2017, disclosed in a court
filing that no official committee of unsecured creditors has been
appointed in the Chapter 11 case of Panda Temple Power, LLC.


PANDA TEMPLE: Proposes Plan to Exit Chapter 11 Protection
---------------------------------------------------------
Panda Temple Power, LLC, and its parent Panda Temple Power
Intermediate Holdings II, LLC filed with the U.S. Bankruptcy Court
in Delaware their proposed plan to exit Chapter 11 protection.

Under the plan, if holders of Class 5 general unsecured claims vote
to accept the plan, each of them will receive its pro rata share of
the "general unsecured claims cash amount," provided the
pre-bankruptcy lenders holding unsecured deficiency claims tied to
the credit agreement dated March 6, 2015, will not receive any
recovery from the general unsecured claims cash amount.

General unsecured claims cash amount means the lesser of (i)
$150,000 and (ii) the aggregate allowed amount of general unsecured
claims, excluding the unsecured deficiency claims, according to the
plan.

Meanwhile, if holders of Class 5 claims vote to reject the plan,
each of them will receive its pro rata share of the "New Class A
CVRs," provided that the pre-bankruptcy lenders holding unsecured
deficiency claims will not receive any recovery from the New Class
A CVRs.

The restructuring plan contemplates certain transactions, which
include the payment of allowed "DIP facility claims" in full in
cash from the proceeds of exit loan.

Panda Temple had previously received court approval to borrow up to
$15 million under a debtor-in-possession facility credit agreement
dated April 28, 2017, to get the companies through bankruptcy.  

The court order put in place certain restructuring milestones,
including the filing of the plan and disclosure statement no later
than May 26, and the confirmation of the plan no later than August
8.

All cash necessary for Panda Temple and its parent to make payments
under the plan will be obtained from their respective cash
balances, including cash from operations, and the exit loan,
according to the companies' disclosure statement filed on May 23.

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

                        https://is.gd/P4ov1w

                        About Panda Temple

Panda Temple Power, LLC and Panda Temple Power Intermediate
Holdings II, LLC filed voluntary petitions under Chapter 11 of the
United States Bankruptcy Code (Bankr. D. Del. Lead Case No.
17-10839) on April 17, 2017.

Panda Temple Power, LLC ("Temple I"), owns the Panda Temple I
Generating Station, a clean, natural gas-fueled, 758-megawatt
ombined-cycle electric generating facility located in Temple,
Texas.  The Temple I Project utilizes advanced emissions-control
technology, making it one of the cleanest natural gas-fueled power
plants in the United States.  Employing "quick start" turbines,
which can achieve 50% power production in 10 minutes and a full
baseload capacity in 30 minutes, the Temple I Project can supply
the power needs of up to 750,000 homes.

The Temple I Project was originally financed with approximately
$377 million of secured debt and $375 million of equity.
Approximately $100 million of the equity investment was provided by
Panda Funds, with the remaining $275 million provided by third
party co-investors.  Construction of the Temple I Project began in
July 2012 and commercial operations commenced in July 2014.  In
March 2015, the original secured debt was refinanced with
approximately $400 million of secured debt under the Prepetition
Credit Agreement.

Panda Temple Power Intermediate Holdings II, LLC is a holding
company with no assets other than its ownership interests in Temple
I.

In 2016, the Debtors' total revenue from energy sales was
approximately $71.9 million and its EBITDA was $17.8 million.

The cases are pending before the Honorable Laurie Selber
Silverstein.  The Debtors hired Richards, Layton & Finger, P.A. and
Latham & Watkins LLP as legal counsel; Latham & Watkins LLP, Inc.
as co-counsel; Ducera Partners LLC as financial advisor; and Prime
Clerk LLC as claims and noticing agent and administrative advisor.

No official committee of unsecured creditors has been appointed.


PARK HOTELS: Egan-Jones Lowers Sr. Unsecured Ratings to BB+
-----------------------------------------------------------
Egan-Jones Ratings, on May 17, 2017, downgraded the local currency
and foreign currency senior unsecured ratings on debt issued by
Park Hotels & Resorts Inc./Old to BB+ from BBB-.

Based in McLean, Virginia, Park Hotels & Resorts Inc. is a lodging
real estate company.  The company has a portfolio of hotels and
resorts.  The company operates through ownership segment, which
includes all of its hotel properties.


PEN INC: CEO Holds 31% of Class A Common Stock as of May 23
-----------------------------------------------------------
Scott E. Rickert, CEO, director and chairman of PEN Inc., disclosed
that as of May 23, 2017, he beneficially owns 520,090 shares of
Class A common stock of PEN Inc. representing 31 percent of the
shares outstanding.  Eleven thousand and nine hundred twenty four
shares of Class B common stock are held directly.  The rest of the
subject securities are held by Rickert Family, Limited Partnership
an entity for which Mr. Rickert is the general partner has sole
voting and dispositive control.  Mr. Rickert disclaims beneficial
ownership of two-thirds of the shares held by the partnership for
which he does not have pecuniary interest and this filing should
not be construed as an admission that the reporting person is the
beneficial owner of these securities.

During the last 60 days, Mr. Rickert acquired 43,910 shares of
Class A common stock as a result of the partnership's purchase at a
price of $0.38 per share in a private transaction on May 23, 2017,
per share, and on April 28, 2017, he was awarded 5,974 shares of
Class B common stock as a director's fee for attending a board
meeting of the Company and for accrued board fees valued based on
the closing price that day of $1.30 per share.
       
The Class B common stock is convertible share for share at any time
at holder's option into Class A common stock of Company and is
subject to mandatory conversion under certain circumstances.  The
Class B common stock held by the partnership was received on Aug.
27, 2014, under the Agreement and Plan of Merger and Exchange,
dated March 10, 2014, as amended, among Applied Nanotech Holdings,
Inc., PEN Inc., NanoMerger Sub Inc., NanoHolding Inc., and Carl
Zeiss, Inc.  The class B stock of NanoHolding was received in
exchange for Units of Class B membership interest in Nanofilm, Ltd.
that had been held since the formation of Nanofilm, Ltd. in 1995.

Mr. Rickert disclosed he does not have any present plans or
proposals that relate to or would result in:

   (a) the acquisition by any person of additional securities of
       the Company, or the disposition of securities of the
       Company;
    
   (b) an extraordinary corporate transaction, such as a merger,
       reorganization or liquidation, involving the Company or any
       of its subsidiaries;
    
   (c) a sale or transfer of a material amount of assets of the
       issuer or any of its subsidiaries;
    
   (d) any change in the present board of directors or management
       of the Company;
    
   (e) any material change in the present capitalization or
       dividend policy of the Company;
    
   (f) any other material change in the Company's business or
       corporate structure;
    
   (g) changes in the Company's charter, by-laws or instruments
       corresponding thereto or other actions which may impede the
       acquisition of control of the Issuer by any person;
    
   (h) causing a class of securities of the Company to be de-
       listed from a national securities exchange or to cease to
       be authorized to be quoted in an inter-dealer quotation
       system of a registered national securities association;
    
   (i) a class of equity securities of the Company becoming
       eligible for termination of registration pursuant to
       Section 12(g)(4) of the Securities Exchange Act; or
    
   (j) any action similar to any of those enumerated above.

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

                       https://is.gd/ZUgBX8

                          About Pen Inc.

Headquartered in Miami, Florida, PEN develops, commercializes and
markets consumer and industrial products enabled by nanotechnology
that solve everyday problems for customers in the optical,
transportation, military, sports and safety industries.  The
Company's primary business is the formulation, marketing and sale
of products enabled by nanotechnology including the ULTRA CLARITY
brand eyeglass cleaner, CLARITY DEFOGIT brand defogging products
and CLARITY ULTRASEAL nanocoating products for glass and ceramics.
The Company also sells an environmentally friendly surface
protector, fortifier, and cleaner.  The Company's design center
conducts product development services for government and private
customers and develops and sells printable inks and pastes, thermal
management materials, and graphene foils and windows.

PEN was formed in 2014, and is the successor to Applied Nanotech
Holdings Inc. that had been formed in 1989.  In the combination
that created PEN, Nanofilm, Ltd. acquired Applied Nanotech
Holdings, Inc.  The Company's principal operating segments coincide
with its different business activities and types of products sold.
This is consistent with the Company's internal reporting
structure.

PEN Inc. reported a net loss of $556,001 on $8.11 million of total
revenues for the year ended Dec. 31, 2016, compared to a net loss
of $1.86 million on $9.68 million of total revenues for the year
ended Dec. 31, 2015.  As of March 31, 2017, Pen Inc. had $3.11
million in total assets, $3.54 million in total liabilities, and a
total stockholders' deficit of $432,374.

Salberg & Company, P.A., in Boca Raton, Florida, issued a "going
concern" qualification on the financial statements for the year
ended Dec. 31, 2016, citing that the Company has a net loss in 2016
of $556,001, and has an accumulated deficit, stockholders' deficit
and working capital deficit of $5,900,167, $578,096 and $1,072,691,
respectively, at Dec. 31, 2016.  These
matters raise substantial doubt about the Company's ability to
continue as a going concern.


PEN INC: Ronald Berman Owns 14% Class A Shares as of May 23
-----------------------------------------------------------
Ronald J. Berman disclosed in an amended Schedule 13D filed with
the Securities and Exchange Commission that as of May 23, 2017, he
beneficially owns 231,997 shares of Class A common stock of PEN
Inc. representing 14 percent of the shares outstanding.  Mr. Berman
is practicing law as a sole practitioner at 800 Village Square
Crossing, Palm Beach Gardens, FL 33410.

During the last 60 days, Mr. Berman acquired 131,731 shares in a
private purchase on May 23, 2017, at a per share price of $0.38 per
share, and on April 28, 2017, he was awarded 3,077 shares as a
director's fee for attending a board meeting of the issuer and for
accrued board fees valued based on the closing price that day of
$1.30 per share.

Mr. Berman said he does not have any present plans or proposals
that relate to or would result in:

  (a) the acquisition by any person of additional securities of
      PEN Inc., or the disposition of securities of the Company;
    
  (b) an extraordinary corporate transaction, such as a merger,
      reorganization or liquidation, involving the Company or any
      of its subsidiaries;
    
  (c) a sale or transfer of a material amount of assets of the
      Company or any of its subsidiaries;
    
  (d) any change in the present board of directors or management
      of the Company;
    
  (e) any material change in the present capitalization or
      dividend policy of the Company;

  (f) any other material change in the Company's business or
      corporate structure;
    
  (g) changes in the Company's charter, by-laws or instruments
      corresponding thereto or other actions which may impede the
      acquisition of control of the Issuer by any person;
    
  (h) causing a class of securities of the Company to be de-listed
      from a national securities exchange or to cease to be
      authorized to be quoted in an inter-dealer quotation system
      of a registered national securities association;
    
  (i) a class of equity securities of the Company becoming
      eligible for termination of registration pursuant to Section
      12(g)(4) of the Securities Exchange Act; or
    
  (j) any action similar to any of those enumerated above.

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

                     https://is.gd/NYnuJk

                         About PEN Inc.

Headquartered in Miami, Florida, PEN develops, commercializes and
markets consumer and industrial products enabled by nanotechnology
that solve everyday problems for customers in the optical,
transportation, military, sports and safety industries.  The
Company's primary business is the formulation, marketing and sale
of products enabled by nanotechnology including the ULTRA CLARITY
brand eyeglass cleaner, CLARITY DEFOGIT brand defogging products
and CLARITY ULTRASEAL nanocoating products for glass and ceramics.
The Company also sells an environmentally friendly surface
protector, fortifier, and cleaner.  The Company's design center
conducts product development services for government and private
customers and develops and sells printable inks and pastes, thermal
management materials, and graphene foils and windows.

PEN was formed in 2014, and is the successor to Applied Nanotech
Holdings Inc. that had been formed in 1989.  In the combination
that created PEN, Nanofilm, Ltd. acquired Applied Nanotech
Holdings, Inc.  The Company's principal operating segments coincide
with its different business activities and types of products sold.
This is consistent with the Company's internal reporting
structure.

PEN Inc. reported a net loss of $556,001 on $8.11 million of total
revenues for the year ended Dec. 31, 2016, compared to a net loss
of $1.86 million on $9.68 million of total revenues for the year
ended Dec. 31, 2015.  

As of March 31, 2017, PEN Inc. had $3.11 million in total assets,
$3.54 million in total liabilities, and a total stockholders'
deficit of $432,374.

Salberg & Company, P.A., in Boca Raton, Florida, issued a "going
concern" qualification on the financial statements for the year
ended Dec. 31, 2016, citing that the Company has a net loss in 2016
of $556,001, and has an accumulated deficit, stockholders' deficit
and working capital deficit of $5,900,167, $578,096 and $1,072,691,
respectively, at Dec. 31, 2016.  These matters raise substantial
doubt about the Company's ability to continue as a going concern.


PETSMART INC: Bank Debt Trades at 6% Off
----------------------------------------
Participations in a syndicated loan under Petsmart Inc is a
borrower traded in the secondary market at 94.04
cents-on-the-dollar during the week ended Friday, May 19, 2017,
according to data compiled by LSTA/Thomson Reuters MTM Pricing.
This represents a decrease of 0.63 percentage points from the
previous week.  Petsmart Inc pays 300 basis points above LIBOR to
borrow under the $4.246 billion facility. The bank loan matures on
March 10, 2022 and carries Moody's Ba3 rating and Standard & Poor's
BB- rating.  The loan is one of the biggest gainers and losers
among 247 widely quoted syndicated loans with five or more bids in
secondary trading for the week ended May 19.


PITTSFIELD DEVT.: $16M Offer for 33% of Building to Open Auction
----------------------------------------------------------------
Judge Jacqueline P. Cox of the U.S. Bankruptcy Court for the
Northern District of Illinois authorized Pittsfield Development,
LLC's procedures in connection with the sale of its interest in the
Pittsfield Building at 55 East Washington, Chicago, consisting of
all basement and sub-basement levels, the ground floor, part of
floor 22, and floors 23-40, to Pioneer Acquisitions, LLC, for
$16,500,000, subject to overbid.

The deadline for submitting bids for the Pittsfield Property is
June 22, 2017 at 5:00 p.m. (PCT).  No bid will be deemed to be a
Qualified Bid or otherwise considered for any purposes unless such
bid meets the requirements set forth in the Motion.

The Debtor may sell the Pittsfield Property by conducting an
Auction in accordance with the Sale Procedures set forth in the
Motion.  The Sale Hearing will be held before the Court on June 29,
2017, at 10:00 a.m. (PCT) or as on thereafter as counsel and
interested parties may be heard.

The procedures set forth in the Motion for assuming and assigning
Contracts is approved.

Objections to the sale of the Pittsfield Property, or the relief
requested in the Motion must be filed no later than 5:00 p.m. (PCT)
on June 28, 2017, or such later date and time as the Debtor may
agree.

Pioneer Acquisitions is designated as the "stalking horse" bidder
for the Pittsfield Property.  Pioneer Acquisitions is deemed a
Qualified Bidder and the APA is a Qualified Bid and without the
need for any further action by Purchaser, it is eligible to
participate in the Auction.

If the Debtor does not receive any higher or better offers, and all
other conditions to closing are met, including entry of an order
approving the APA and an order acceptable to the parties
authorizing the sale, the Debtor and the Purchaser will be
authorized to consummate the transaction contemplated in the APA
and the Motion.

The Break-up Fee is approved as follows: The Break-up Fee will be
in an amount equal to $100,000, which will be payable to Purchaser
if (i) Purchaser has not defaulted on any of its obligations under
the APA and remains ready, willing and able to close on the sale of
the Pittsfield Property in the amount of its bid, as set forth in
the APA or at the Auction; (ii) the Purchaser is not the Winning
Bidder; and (iii) the Debtor consummates the sale of the Pittsfield
Property to an entity unrelated to the Purchaser and receives the
sale proceeds related to such sale.  The amount of the Break-up Fee
constitutes reimbursement of the Purchaser' fees and other expenses
incurred in connection with this transaction; if payment of the
Break-Up Fee is triggered, it will constitute an allowed
administrative expense of the Debtor's estate, pursuant to
Bankruptcy Code Sections 503(b) and 507(a)(2).

The stays provided for in Bankruptcy Rules 6004(h) and 6006(d) are
waived and the Sale Procedures Order will be effective immediately
upon its entry.

A copy of the Motion is available for free at:

  http://bankrupt.com/misc/Pittsfield_Development_64_Sales.pdf

                  About Pittsfield Development

Pittsfield Development LLC, owner of approximately one-third of
the
Pittsfield Building at 55 East Washington, Chicago, filed a
Chapter
11 bankruptcy petition (Bankr. N.D. Ill. Case No. 17-09513) on
March 26, 2017.  Robert Danial, manager, signed the petition.  The
Debtor disclosed total assets of $2.34 million and total
liabilities of $8.76 million.  The Hon. Jacqueline P. Cox presides
over the case.  Factor Law serves as counsel to the Debtor.


PLAIN LEASING: Wants to Use Bank's Cash Collateral Through July 31
------------------------------------------------------------------
Plain Leasing, Inc., asks for permission from the U.S. Bankruptcy
Court for the Central District of California to use of Bank of
Hope's cash collateral through July 31, 2017, pursuant to the terms
of a stipulation with the bank.

A hearing on the Debtor's request is set for June 28, 2017, at
11:00 a.m.

The Debtor and the Bank have entered into a stipulation for use of
cash collateral.  

The Debtor is in the business of renting out trucks and chassis and
the Debtor's assets consist of trucks and chassis, which the Debtor
rents out to third parties through rental and lease 12 agreements.
Rental and lease income is the sole source of the Debtor's income.

The Bank has a blanket lien on all of the Debtor's assets,
including cash.  

Prepetition, the Debtor's loan from the Bank had a balance of no
less than $1,328,149.  That balance is secured by all of the
Debtor's assets, including trucks, chassis and rental and lease
income.

All of the Debtor's cash and proceeds generated by the Prepetition
Collateral is cash collateral of the Bank.

As a result of the Bank's liens upon, and security interests in,
the Prepetition Collateral, the Debtor is unable to use the cash
collateral without the consent of Bank or the authorization of the
Court after notice and a hearing.  

The Debtor requests entry of an order of the Court approving the
Stipulation to allow the Debtor the use of cash collateral for the
preservation of the bankruptcy estate, and the maintenance and
continued operation of the Debtor's business.

Pursuant to the Stipulation, as for adequate protection of the
Bank's interest in and consent to use of the cash collateral and as
security for the Debtor's performance under this Stipulation, the
Debtor will make the regular monthly payments in the aggregate
amount of not less than $30,366 as they come due under the Lease
Documents.

As protection for the interests of the Bank to the Debtor's use of
the cash collateral as set forth in the Stipulation:

     a. the Bank is granted a replacement lien on the rents,
        proceeds and profits of the Prepetition Collateral, with
        the Replacement Lien being a perfected security interest
        in and to the Postpetition Collateral having the same
        extent, validity and priority the Bank had in the
        Prepetition Collateral on the Petition Date;

     b. under Section 507(b) of the Bankruptcy Code, if the
        protection granted is insufficient to satisfy in full the
        claims of the Bank, the Bank will be granted an allowed
        claim under Section 503 (b) of the Bankruptcy Code in the
        amount of any insufficiency.  The claim will have the
        super-priority provided by Section 507(b) of the
        Bankruptcy Code, and no claim for costs or expenses of
        administration that have been or may be incurred in this
        case, any conversion of this case to a case under Chapter
        7 of the Bankruptcy Code, or otherwise, and no priority
        claims, are or will be senior to or on a parity with any
        claim of the Bank, subject only to fees payable to the
        U.S. Trustee under 28 U.S.C. Section 1930 and fees or
        costs owing to the Clerk of the Court.

The Budget provides for the sales, gross profit, and net income for
the period March 2017 to August 2017:

                   March    April    May    June    July     Aug
                   -----    -----    ---    ----    ----     ---
   Total Sales     $80,050 $80,050 $80,050 $80,050 $80,050 $80,050

   Total Cost
   of Sales        $25,558 $25,560 $25,562 $25,564 $25,566 $25,668

   Other Income
   (Sub-Lease)      $5,000  $5,000  $5,000  $5,000  $5,000  $5,000

   Gross Profit    $44,187 $44,187 $44,187 $44,187 $44,187 $44,187

   Total S, G&A    $40,403 $40,403 $40,403 $40,403 $40,403 $40,403

   Operating Income
   (Loss)           $3,784  $3,784  $3,784  $3,784  $3,784  $3,784

   Net Income       $3,784  $3,784  $3,784  $3,784  $3,784  $3,784

    
A copy of the motion is available at:

            http://bankrupt.com/misc/cacb17-12539-51.pdf

                        About Plain Leasing

Plain Leasing, Inc., in the business of renting out trucks and
chassis, filed a Chapter 11 bankruptcy petition (Bankr. C.D. Cal.
Case No. 17-12539) on March 2, 2017, estimating under $1 million in
both assets and liabilities.  The Debtor's counsel is Joon M.
Khang, Esq., at Khang & Khang LLP.


POSITRON CORP: Gets Court Approval of Plan to Exit Bankruptcy
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas
approved the plan proposed by Positron Corporation to exit Chapter
11 protection.

The court on May 23 gave the thumbs-up to the restructuring plan
after finding that it satisfied the requirements for confirmation
under section 1129 of the Bankruptcy Code.

In the same filing, the court also gave final approval to the
disclosure statement, which it conditionally approved on March 31.

Under the plan, general unsecured creditors will recover
approximately 5% of their allowed claims.  These creditors will
receive equal monthly payments over a period of 36 months following
the effective date of the plan.

                   About Positron Corporation

Headquartered in Fishers, Indiana, Positron Corporation is a
molecular imaging company focused on nuclear cardiology.

Three alleged creditors filed an involuntary Chapter 11 petition
(Bankr. N. D. Texas Case No. 15-50205) on August 28, 2015.  The
petitioning creditors are DX LLC, Moress LLC, and Jason and
Suzanne Kitten.  

The creditors are represented by Max R. Tarbox, Esq., at Tarbox Law
P.C. and Daniel Zamudio, Esq., at Zamudio Law Professionals P.C.
Meanwhile, the Debtor hired Jeff Carruth, Esq., at Weycer, Kaplan,
Pulaski & Zuber, P.C. as its legal counsel.  

On September 7, 2016, an order of relief under Chapter 11 of the
Bankruptcy Code was entered in the case with respect to Positron.

As of Sept. 30, 2015, Positron had $1.52 million in total assets,
$3.10 million in total liabilities and a total stockholders'
deficit of $1.58 million.

No Chapter 11 trustee or committee of unsecured creditors has been
appointed in the case.

On March 6, 2017, the Debtor filed a disclosure statement, which
explains its Chapter 11 plan of reorganization.   The plan proposes
to pay Class 5 general unsecured creditors 5% of their allowed
claims.  These creditors will receive equal monthly payments over
60 months following the effective date of the plan.


PRESCOTT VALLEY: Hires Globic Advisors as Tabulation Agent
----------------------------------------------------------
Prescott Valley Events Center, LLC, J A Flats, Inc. and J A Flats
II, Inc. seek authorization from the U.S. Bankruptcy Court for the
District of Arizona to employ Globic Advisors as information and
tabulation agent for the proposed plan of reorganization and
disclosure statement anticipated to be filed jointly by the Debtors
on June 2, 2017.

The Debtors require Globic Advisors to:

   (a) provide assistance in the crafting of language to be used
       in communicating the solicitation to bondholders, working
       closely with you and the working group and focusing on the
       mechanical aspects of the documents, which will include the

       drafting of ancillary documents including a cover letter
       specific to a retail population and ballots;

   (b) provide assistance in developing the mechanical aspects of
       the solicitation strategy;

   (c) transmit the solicitation to the Depository Trust Company,
       its Participant Banks, and bondholders;

   (d) provide a help-line to handle questions from holders,
       Custodians, Clearing Systems, Brokers, and any other
       Intermediaries;

   (e) design a call campaign to insure all holders received the
       solicitation materials and to prompt the holders to timely
       respond to them;

   (f) monitor the responses of each broker and bank holding
       securities on behalf of their customers. Globic Advisors
       also coordinate with "back-offices" of other brokerage and
       banking companies whose customers hold the securities; and

   (g) tabulate the ballots and present a final tabulation
       certificate.

The compensation to be paid to Globic Advisors for solicitation and
tabulation is $10,000. Out-of-pocket expenses are separately billed
and printing and mailing costs are not included. Wells Fargo Bank,
N.A. agreed to pay Globic's fees and out-of-pocket expenses, and
these fees and costs will not be an administrative burden to the
Debtors' estates.

Robert Stevens, director of Globic Advisors, assured the Court that
the firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code and does not represent any
interest adverse to the Debtor and its estate.

Globic Advisors can be reached at:

       Robert Stevens
       GLOBIC ADVISORS
       880 Third Avenue, 12th Floor
       New York, NY 10022
       Tel: (212) 227-9699
       Fax: (212) 271-3252

                About Prescott Valley Events Center

Prescott Valley Events Center, LLC, was formed in 2005 to construct
and operate a multi-purpose sports and entertainment arena known as
the Prescott Valley Events Center in Prescott Valley, Arizona.  The
Center opened in 2006 and plays host to concerts, community events,
trades shows, and sporting events, including several high school
championships.  Until 2014, the Center served as the home of the
Arizona Sundogs (CHL) ice hockey team.  The Center's seating
capacity is 6,200 for concerts, 4,810 for hockey, and 5,100 for
basketball.

The original members of PVEC were Prescott Valley Signature
Entertainment, LLC, and Global Entertainment Corporation, which
each owned 50 percent of the membership interests in PVEC.

PVEC sought Chapter 11 protection in Prescott, Arizona (Bankr.
D.Ariz. Case No. 15-10356) on Aug. 14, 2015.  The case is assigned
to Judge Madeleine C. Wanslee.

The Debtor tapped Carolyn J. Johnsen, Esq., and William Novotny,
Esq., at Dickinson Wright PLLC, in Phoenix, as counsel.

The Debtor estimated $10 million to $50 million in assets and $50
million to $100 million in debt.


QUALITY CONSERVATION: Hires EisnerAmper as Accountant
-----------------------------------------------------
Quality Conservation Services, Inc. seeks authorization from the
U.S. Bankruptcy Court for the District of New Jersey to employ
EisnerAmper LLP as accountant.

The Debor requires EisnerAmper to:

   -- assist the Debtor in financial reporting to the Court and
      U.S. Trustee;

   -- prepare tax returns;

   -- advise as to the formulation of a plan of reorganization;
      and

   -- provide other services as may be requested by the Debtor
      or its counsel during the course of the Chapter 11 case.

EisnerAmper will be paid at these hourly rates:

       Partners/Directors          $480-$610
       Managers/Senior Managers    $320-$475
       Associates/Seniors          $185-$310
       Paraprofessionals           $125-$180

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

Allen D. Wilen, partner of EisnerAmper, assured the Court that the
firm is a "disinterested person" as the term is defined in Section
101(14) of the Bankruptcy Code and does not represent any interest
adverse to the Debtor and its estate.

EisnerAmper can be reached at:

       Allen D. Wilen
       EISNERAMPER LLP
       111 Wood Avenue South
       Iselin, NJ 08830
       Tel: (732) 243-7386

                   About Quality Conservation

Founded in 1997, Quality Conservation Services, Inc. --
www.qualityconservationservices.com -- is a mid-sized organization
in the special trade contractors industry located in Oak Ridge,
New Jersey.

The Company and its affiliate sought bankruptcy protection on May
2, 2017 (Bankr. D. N.J, Case No. 17-19063).  The petition was
signed by Samuel Galpin, chief executive officer.  The Hon.
Vincent F. Papalia presides over the case.

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

Norris Mclaughlin & Marcus, PA serves as lead bankruptcy counsel to
the Debtors, and Morris S. Bauer, Esq. serves as local counsel.


QUANTUM CORP: Appoints CapriVentures CEO to Board of Directors
--------------------------------------------------------------
Mr. Alex Pinchev, founder and chief executive officer of
CapriVentures LLC has been appointed to the Board of Directors of
Quantum Corporation effective May 31, 2017, according to a Form 8-K
report filed with the Securities and Exchange Commission.

Mr. Pinchev was appointed to the Board pursuant to the terms of the
settlement agreement, dated as of March 2, 2017, between VIEX
Capital Advisors, LLC and the Company.  Mr. Pinchev has been
appointed to the Company's leadership and compensation committee.

As a Member of the Board of Directors, and under the current Board
compensation program, Mr. Pinchev's retainer will be $50,000 per
annum, all of which will be paid in cash.  His committee membership
and committee retainer will be determined following your
appointment.  The retainers are generally paid in quarterly
installments.  Quantum will also reimburse Mr. Pinchev for any
reasonable travel or incidental expenses associated with performing
his duties as a Board member.

He will participate in the Company's standard compensation and
benefits program for outside directors.  In addition, Mr. Pinchev
entered into the Company's Director Change of Control Agreement and
the Company's Indemnification Agreement.

There are no related party transactions between the Company and Mr.
Pinchev (or any immediate family member thereof) requiring
disclosure under Item 404(a) of Regulation S-K.

Pursuant to the terms of the Settlement Agreement, in connection
with the appointment of Mr. Pinchev, Mr. David Roberson resigned
from the Board, effective May 31, 2017.  The Company said it had no
disagreements with Mr. Roberson.

                      About Quantum Corp.

Based in San Jose, California, Quantum Corp. (NYSE:QTM) --
http://www.quantum.com/-- is a storage company specializing in    

backup, recovery and archive.  Quantum provides a comprehensive,
integrated range of disk, tape, and software solutions supported
by a world-class sales and service organization.

Quantum reported net income of $3.64 million on $505.34 million of
total revenue for the year ended March 31, 2017, compared to a net
loss of $76.39 million on $475.95 million of total revenue for the
year ended March 31, 2016.  

As of March 31, 2017, Quantum Corp had $225.02 million in total
assets, $341.02 million in total liabilities and a stockholders'
deficit of $115.99 million.


QUANTUM CORP: Swings to $3.64 Million Net Income for Fiscal 2017
----------------------------------------------------------------
Quantum Corporation filed with the Securities and Exchange
Commission its annual report on Form 10-K disclosing net income of
$3.64 million on $505.3 million of total revenue for the year ended
March 31, 2017, compared to a net loss of $76.39 million on $475.95
million of total revenue for the year ended March 31, 2016.

As of March 31, 2017, Quantum Corp had $225.02 million in total
assets, $341.02 million in total liabilities and a stockholders'
deficit of $115.99 million.

"Our level of indebtedness presents significant risks to our
business and investors, both in terms of the constraints that it
places on our ability to operate our business and because of the
possibility that we may not generate sufficient cash and results of
operations to remain in compliance with our covenants and pay the
principal and interest on our indebtedness as it becomes due," the
Company said in the report.

"The recent weakness we have seen in the general storage and backup
market, and the resulting underperformance of our data protection
business, which is the primary driver of our overall cash flow and
operating income, has placed increased pressure on our ability to
meet our liquidity and fixed charge coverage ratio covenants.  We
have taken steps and are making changes to our business designed to
ensure that our results of operations are sufficient to meet these
covenants, but if we are not successful in implementing these
changes or our results turn out to be lower than expected, we may
violate a covenant, which could result in a default under our
credit facility agreements.

"Our ability to make scheduled payments of the principal of, to pay
interest on or to refinance our indebtedness, including the
convertible notes, or to make cash payments in connection with our
convertible notes or our credit facility, depends on our future
performance, which is subject to economic, financial, competitive
and other factors beyond our control.  Further, as our indebtedness
reaches maturity, we will be required to make large cash payments
or adopt one or more alternatives, such as restructuring
indebtedness or obtaining additional debt or equity financing on
terms that may be onerous or highly dilutive.  Our ability to
restructure or refinance our indebtedness will depend on the
capital markets and our financial condition at such time. We may be
unable to incur additional debt or refinance our existing debt on
acceptable terms, if at all.

"Our credit facility is collateralized by a pledge of substantially
all of our assets.  If we were to default and were unable to obtain
a waiver for such a default, the lenders would have a right to
foreclose on our assets in order to satisfy our obligations under
these agreements.  Any such action on the part of the lenders
against us could have a materially adverse impact on our business,
financial condition and results of operations."

As of March 31, 2017, the Company had $13.0 million of cash and
cash equivalents which is comprised of cash deposits.

"We continue to focus on improving our operating performance,
including efforts to increase revenue and to continue to control
costs in order to improve margins, return to consistent
profitability and generate positive cash flows from operating
activities.  We believe that our existing cash and capital
resources will be sufficient to meet all currently planned
expenditures, debt service, contractual obligations and sustain
operations for at least the next 12 months.  This belief is
dependent upon our ability to achieve gross margin projections and
to control operating expenses in order to provide positive cash
flow from operating activities."

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

                     https://is.gd/pPIFMy  

                      About Quantum Corp.

Based in San Jose, California, Quantum Corp. (NYSE:QTM) --
http://www.quantum.com/-- is a storage company specializing in    

backup, recovery and archive.  Quantum provides a comprehensive,
integrated range of disk, tape, and software solutions supported
by a world-class sales and service organization.


QUANTUM CORP: Will Hold Annual Meeting on August 23
---------------------------------------------------
Quantum Corporation announced that its annual meeting for the
fiscal year ending March 31, 2017, will take place on Aug. 23,
2017.  All deadlines for submission of stockholder proposals,
notice of stockholder business to be presented at the 2017 Annual
Meeting and director nominations are as disclosed in the Company's
proxy statement for the Company's annual meeting of stockholders
for the fiscal year ended March 31, 2016, which was filed with the
Securities and Exchange Commission on March 6, 2017.

                       About Quantum Corp.

Based in San Jose, California, Quantum Corp. (NYSE:QTM) --
http://www.quantum.com/-- is a storage company specializing in    

backup, recovery and archive.  Quantum provides a comprehensive,
integrated range of disk, tape, and software solutions supported
by a world-class sales and service organization.

Quantum reported net income of $3.64 million on $505.3 million of
total revenue for the year ended March 31, 2017, compared to a net
loss of $76.39 million on $475.95 million of total revenue for the
year ended March 31, 2016.  

As of March 31, 2017, Quantum Corp had $225.0 million in total
assets, $341.0 million in total liabilities, and a stockholders'
deficit of $116.0 million.


QUOTIENT LIMITED: Incurs $85 Million Net Loss for Fiscal 2017
-------------------------------------------------------------
Quotient Limited filed with the Securities and Exchange Commission
its annual report on Form 10-K disclosing a net loss of US$85.06
million on US$22.22 million of total revenue for the year ended
March 31, 2017, compared to a net loss of US$33.87 million on
US$18.52 million of total revenue for the year ended March 31,
2016.

As of March 31, 2017, Quotient Limited had US$109.97 million in
total assets, US$134.06 million in total liabilities and a total
shareholders' deficit of US$24.09 million.

Since the Company's commencement of operations in 2007, it has
incurred net losses and negative cash flows from operations.  As of
March 31, 2017, the Company had an accumulated deficit of US$193.3
million.  The increase in the Company's use of cash during the
years ended March 31, 2017, and March 31, 2016, was primarily
attributable to its investment in the development of MosaiQ and
increased corporate costs, including costs related to being a
public company.

Ernst & Young LLP, in Belfast, United Kingdom, issued a "going
concern" opinion in its report on the consolidated financial
statements for the year ended March 31, 2017, citing that the
Company has recurring losses from operations and planned
expenditure exceeding available funding that raise substantial
doubt about its ability to continue as a going concern.

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

                      https://is.gd/0SeWWS

                     About Quotient Limited

Penicuik, United Kingdom-based Quotient Limited is a
commercial-stage diagnostics company committed to reducing
healthcare costs and improving patient care through the provision
of innovative tests within established markets.  With an initial
focus on blood grouping and serological disease screening, Quotient
is developing its proprietary MosaiQ technology platform to offer a
breadth of tests that is unmatched by existing commercially
available transfusion diagnostic instrument platforms.  The
Company's operations are based in Edinburgh, Scotland; Eysins,
Switzerland and Newtown, Pennsylvania.


RACKSPACE HOSTING: Fitch Keeps Repriced Term Loan Rating at BB+
---------------------------------------------------------------
Fitch Ratings maintains the 'BB+/RR1' rating on Rackspace Hosting
Inc.'s (Rackspace) repriced senior secured term loan B. Rackspace
is repricing its term loan B and issuing an incremental $100
million under its existing term loan. The proceeds from the
additional issuance along with existing cash will be used to fund
the acquisition of TriCore Solutions (TriCore) that was announced
on May 25, 2017. Other than the incremental issuance and reducing
the pricing, no changes are being made to the credit facility. The
Rating Outlook is Positive.

Fitch expects the acquisition of TriCore and the incremental debt
issuance to have limited impact on Rackspace's credit profile and
leverage in the near term; Fitch estimates pro forma total leverage
to remain 3.9x. With the acquisition of TriCore, Rackspace expects
to strengthen its enterprise cloud management services by enabling
management of complex enterprise application; Fitch expects the
added capabilities would provide Rackspace with a larger
addressable market and cross-selling opportunities. Rackspace
expects the acquisition to close during the second quarter of 2017
(2Q17).

KEY RATING DRIVERS

-- Secular Tailwinds: Fitch expects solid growth across
Rackspace's markets, driven by increased outsourcing, growth in
workloads across platforms, and customer adoption of hybrid cloud
environments. Fitch expects that outsourcing of information
technology (IT), which is in relatively early stages, will continue
over the longer term, driven by pressured IT budgets and increasing
complexity around hybrid cloud environments. Workload growth across
cloud platforms and integration of legacy systems should support
solid hybrid cloud adoption.

-- Strengthening Free Cash Flow (FCF) Profile: Fitch expects
Rackspace's FCF profile will strengthen further as it shifts
investments to managed cloud services from building out its public
cloud, which meaningfully reduces capital intensity. Building out
Rackspace's public cloud has driven significant historical capital
expenditures and Fitch expects this capital will be reinvested in
managed cloud services or made available for debt reduction. As a
result, capital spending as a percentage of revenue should decline
closer to 15% versus 20%-25% historically. Fitch projects more than
$250 million of annual FCF through the forecast period.

-- Elevated Leverage: Fitch estimates total leverage (total debt
to operating EBITDA) was more than 4x, given $3.2 billion of debt
related to the Apollo acquisition and a Fitch forecast of
approximately $775 million of operating EBITDA (excluding
identified cost synergies) for 2016. However, the Positive Outlook
reflects Fitch expectations that Rackspace will use FCF for debt
reduction which, along with profitability growth, will result in
deleveraging to below 3.5x over 12-18 months.

-- Pivot From Public Cloud: Fitch expects Rackspace's public cloud
business will be pressured over the longer term as incremental
workloads increasingly migrate to meaningfully larger Amazon Web
Services (AWS) and Microsoft (Azure). As a result, Fitch expects
low single-digit revenue declines through the intermediate term for
the public cloud business. Significant capital spending by public
cloud operators including AWS and Azure have led to subsequent
aggressive price cuts; this has left Rackspace's public cloud less
competitive for new workloads, despite higher service levels. Fitch
does not anticipate significant customer churn for existing
workloads, although Rackspace will focus on leveraging existing
customer relationships and providing services for incremental
workloads on AWS or Azure.

-- Managed Cloud Service Growth: Fitch expects robust revenue
growth in managed cloud services from increasing complexity
associated with hybrid cloud environments. Fitch believes customers
will increasingly embrace third-party service providers to
architect, secure and operate optimized dedicated hosting and
public and private cloud environments. Fitch believes Rackspace is
uniquely positioned within managed cloud services, given leadership
positions in dedicated hosting (#1) and public cloud (top 4),
domain expertise from a broad set of long-term tenants and scale
which enables investments in accreditations with AWS and Azure, and
its support strategy. Fitch believes
revenue contributions from managed cloud services remain small,
given Rackspace only started offering these services at the
beginning of 2015, and expects growth to offset declines in the
public cloud business over the intermediate term.

-- Potential Internalization Threat: Over the longer term, Fitch
believes AWS and Azure likely will build out service offerings to
compete with partners, including Rackspace, potentially
constraining growth or pressuring margins in managed cloud
services. Over the nearer term, AWS and Azure should remain focused
on building out highly profitable public cloud infrastructure
rather than investing in non-core higher service levels.
Additionally, AWS and Azure would be challenged to replicate
Rackspace's services, particularly in the middle market, given its
dedicated hosting and private cloud domain expertise in servicing
this fragmented segment. As a result, Fitch believes AWS and Azure
expanding cloud services are more likely to accelerate partner
stratification or consolidation.

KEY ASSUMPTIONS

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

-- Mid-single-digit revenue growth, driven by core markets,
including dedicated hosting, continuing to grow by mid-single
digits.

-- Mid- to high-digit revenue decline in Rackspace's public cloud
business offset by robust growth in managed cloud services
business.

-- Operating EBITDA margin should remain in the mid-30s, driven by
lower investment intensity and productivity gains partially offset
by a shifting sales mix to managed cloud services from public
cloud.

-- Capital intensity will decline to 15%-17% of revenue from the
mid-20% through the intermediate term.

-- Rackspace will use available FCF for debt reduction, resulting
in total leverage below 3.5x over the next 12-18 months.

RATING SENSITIVITIES

The ratings could be affirmed with a Stable Outlook if Fitch
expects:

-- Total leverage will remain closer to 4x through the
intermediate term, likely due to incremental debt issuance to
support restricted payments or make acquisitions;

-- Weaker than expected or more volatile revenue growth through
the intermediate term, indicating less robust industry growth or
adoption of Rackspace's managed cloud services, potentially in
conjunction with greater than anticipated public cloud customer
churn.

Positive rating actions could occur if Fitch expects:

-- Total leverage sustained below 3x from voluntary debt
    reduction with annual FCF above $250 million;

-- Strong adoption of Rackspace's managed cloud services
    offsetting public cloud churn and stable dedicated hosting and

    private cloud performance, resulting in mid-single-digit
    positive organic revenue growth, validating the company's
    strategy.

LIQUIDITY

Fitch believes liquidity is sufficient and supported by:

-- Approximate $50 million of available cash after TriCore
    acquisition, a portion of which is located outside the U.S.;

-- $225 million undrawn senior secured RCF. Fitch's expectations
    for more than $250 million of annual FCF also support
    liquidity.

Total debt is $3.3 billion and consists of:

-- $2.1 billion of senior secured Term Loan B due Nov. 26, 2023;
    and

-- $1.2 billion of 8.625% senior unsecured notes due Nov. 15,
    2024.

FULL LIST OF CURRENT RATINGS

Fitch currently rates Rackspace as follows:

-- Long-Term Issuer Default 'BB-';
-- Senior secured revolving credit facility 'BB+/RR1';
-- Senior secured Term Loan B 'BB+/RR1';
-- Senior unsecured notes 'BB-/RR4'.


RACKSPACE HOSTING: Incremental Loan No Impact on Moody's B1 CFR
---------------------------------------------------------------
Moody's Investors Service says Rackspace Hosting, Inc.'s B1
corporate family rating ("CFR") is unchanged following its proposed
issuance of a $100 million incremental senior secured term Loan B.
Proceeds from the facility, along with cash on hand, will be used
to fund the acquisition of TriCore Solutions, LLC. Moody's expects
the transaction will be leverage neutral (after synergies) and will
not materially impact Rackspace's credit profile. All other ratings
including the company's stable outlook are also unchanged.

The acquisition of TriCore highlights Rackspace's strategic shift
to focus on providing managed services. TriCore mainly provides
managed service solutions for Enterprise Resource Planning (ERP)
applications. The target serves primarily enterprise clients and
benefits from stable recurring revenue streams, similar to
Rackspace. Combining with Rackspace opens cross-sell opportunities
within Rackspace's existing customer base. Moody's also expects
Rackspace to extract cost synergies following the integration of
TriCore.

Rackspace's B1 CFR reflects its strong free cash flow profile
driven by stable recurring revenues, steady EBITDA margins and
improving capital intensity. The company has a proven track record
of organic revenue growth throughout the last five years. In
contrast to most IT infrastructure companies of its size, Rackspace
has organically built a highly profitable business within a
dynamic, capital intensive and rapidly growing industry. Its cost
structure is mostly variable, which has allowed margins to remain
very consistent despite the company's high growth. Growth via
acquisition remains an option for the company but is not a key
component of the Rackspace business model.

The rating is constrained by Rackspace's relatively small scale in
an industry dominated by large and well capitalized companies and
the technological and competitive threats inherent in the IT
services industry. In addition, the B1 captures Rackspace's high
leverage of around 4.5x (Moody's adjusted) and Moody's expectation
of an aggressive financial policy given its new private equity
ownership structure.

Moody's expects Rackspace to have very good liquidity over the next
twelve months. The company generates positive cash flow and Moody's
expects Rackspace to have full availability under its $225 million
secured revolving credit facility. The facility contains a
springing maximum net first lien leverage covenant of 3.5x if the
facility is more than 30% drawn.

The stable outlook reflects Moody's view that Rackspace will
maintain its upward growth trajectory and steady margins as well as
maintain its competitive position in the market. Moody's expects
Rackspace will maintain leverage near or below 4.5x EBITDA (Moody's
adjusted).

Moody's could upgrade Rackspace's B1 rating if leverage is
sustained below 3.5x Debt / EBITDA (Moody's adjusted) and if free
cash flow is at least 10% of Moody's adjusted debt. The rating
could downgraded if leverage is sustained above 4.5x (Moody's
adjusted) or if cash flow deteriorates such that FCF/Debt is less
than 5%. In addition, the rating could be downgraded if the company
issues debt to return cash to shareholders or if there is
deterioration of Rackspace's market position irrespective of its
credit metrics.

Based in San Antonio, TX., Rackspace is a multinational leader in
managed cloud services. The company has a global network and offers
broad IT solutions to its clients. The company was purchased by
Apollo Global Management in November of 2016.


RAIN TREE HEALTHCARE: Names John Edward Brown as Accountant
-----------------------------------------------------------
Rain Tree Healthcare of Winston Salem, LLC seeks authorization from
the U.S. Bankruptcy Court for the Middle District of North Carolina
to employ John Edward Brown, CPA as accountant.

The Debtor requires Mr. Brown to:

   (a) prepare annual corporate income tax returns;

   (b) provide general accounting needs of Debtor as they arise;
       and

   (c) prepare monthly bankruptcy reports.

Mr. Brown will be paid at an hourly rate of $150.

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

Mr. Brown assured the Court that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code and does not represent any interest adverse to the Debtor and
its estate.

The accountant can be reached at:

       John Edward Brown, CPA
       209 Meadow Crest Drive
       West Columbia, SC 29172

                   About Rain Tree Health Care

Rain Tree Healthcare of Winston Salem, LLC, is a limited liability
corporation headquartered in Charlotte, North Carolina, and is
engaged in the management and operation of an adult care home for
the mentally and physically disabled in Winston Salem, North
Carolina.

Rain Tree Healthcare of Winston Salem filed a Chapter 11 petition
(Bankr. M.D.N.C. Case No. 17-50375) on April 1, 2017.  Reema Owens,
managing member/organizer, signed the petition.  At the time of
filing, the Debtor estimated assets and liabilities between
$500,000 and $1 million.

The Debtor is represented by Robert Lewis, Jr., Esq., at Gordon &
Melun, PLLC.

The Assistant U.S. Bankruptcy Administrator, Robert E. Price, Jr.,
has appointed Victor Orija of the State Long Term Care Ombudsman
for the State of North Carolina, as Patient Care Ombudsman for the
Debtor.



REAM PROPERTIES: Second Amended Disclosure Statement Filed
----------------------------------------------------------
Ream Properties, LLC, filed with the U.S. Bankruptcy Court for the
Middle District of Pennsylvania its latest disclosure statement,
which explains the company's proposed plan to exit Chapter 11
protection.

Under the plan, creditors holding allowed Class 3 unsecured
non-priority claims will receive a total payment of $18,000.
Unsecured creditors will receive a monthly payment of $300 for a
period of 60 months.

As part of the plan, all judgment holders would have their
respective judgments voided and the judgment amount would be part
of the general unsecured class.  Specifically, the claim of Thomas
and Theresa Hamilton will be offset by any judgment obtained by
Ream Properties against the Hamiltons, if any, due to pending
litigation between the parties.

Payments will be disbursed quarterly by counsel for Ream
Properties. Class 3 is impaired and unsecured creditors are
entitled to vote, according to the disclosure statement filed on
May 23.

According to the latest disclosure statement, Robert Pauletta, Jr.,
lives on the net cash flow and the net cash flow represents his
only income to pay his personal mortgage, utilities, food, vehicle
expenses, clothing, etc. Subsequent to the Plan payment of
$300.00/month, Mr. Pauletta would have $2,900.00/month to live on
for a family of two.

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

                      https://is.gd/JSEsW2
    
                      About Ream Properties

Ream Properties, LLC, was formed in 2008 for the purpose of
rehabbing and renting affordable properties in the greater
Harrisburg area resulting in the restoration of properties to the
tax and utility roles.

The Debtor sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. M.D. Pa. Case No. 15-02980) on July 15, 2015, listing
under $1 million in assets and liabilities.

Craig A. Diehl, Esq., at the Law Offices of Craig A. Diehl serves
as the Debtor's bankruptcy counsel.


REBUILTCARS CORP: Has Interim Approval to Use AFC Cash Collateral
-----------------------------------------------------------------
Judge Timothy A. Barnes of the U.S. Bankruptcy Court for the
Northern District of Illinois issued a Second Interim Order
authorizing Rebuiltcars Corporation to use the cash collateral
belonging to Automobile Finance Corporation on an interim basis.

A hearing on the Debtor's continued use of cash collateral will be
held on June 28, 2017 at 10:30 a.m.

The Court has been advised that the Debtor and Automobile Finance
have agreed to interim terms resolving Automobile Finance's
objection to the Debtor's use of cash collateral in which
Automobile Finance asserts an interest.  

The Debtor is authorized to use Automobile Finance's Cash
Collateral for its postpetition, necessary and reasonable operating
expenses until such time as the Court conducts a final hearing on
the Debtor's motion.  The approved Budget reflects total monthly
expenses of $35,501.  

In return for the Debtor's use of cash collateral, the Debtor will
provide Automobile Finance with these forms of adequate protection:


  (a) The Debtor may sell any AFC Secured Vehicle for an amount
sufficient to pay Automobile Finance the full amount owing on that
vehicle as of the date of sale as indicated in the records to
Automobile Finance (the "Payoff Amount");

  (b) Upon the sale of an AFC Secured Vehicle,  the Payoff Amount
will be deposited into a separate deposit account (the "AFC Escrow
Account") maintained at a financial institution on the list of
Debtor-in-possession institutions approved by the U.S. Trustee. No
funds in the AFC Escrow Account may be used by the Debtor for any
purpose until further Order of the Court;

  (c) Upon the sale of an AFC Secured Vehicle, the Debtor will
provide written documentation to Automobile Finance that, in
Automobile Finance's discretion, verifies the final sale of such
vehicle, and after such verification, Automobile Finance will
provide the Debtor with the title to the vehicle. Automobile
Finance will retain all vehicle titles;

  (d) The Debtor will not allow any AFC Secured Vehicle, other than
for routine maintenance and test-drives, to leave its premises
until receipt of title from Automobile Finance;

  (e) Automobile Finance will be granted replacement liens in all
property and assets of any kind and nature in which the Debtor has
an interest, whether real or personal, tangible or intangible,
including the proceeds, products, rents and profits of all of such
assets, with the same priority, validity and extent as Automobile
Finance's pre-petition liens;

  (f) The Debtor will provide Automobile Finance with (1) a written
report regarding each AFC Secured Vehicle sold or disposed, (2) a
written report regarding each Secured Vehicle still owned by the
Debtor and the location and condition of such vehicle, and (3) a
report of the balance in the AFC Escrow Account, including a
listing of all deposits and withdrawals;

  (g) The Debtor will at all times keep the AFC Secured Vehicles
insured under the same terms and conditions as set forth in the
respective AFC Note. Automobile Finance may inspect its collateral
and all documents related thereto as well as the Debtor's premises.
The Debtor will maintain all documents related to Automobile
Finance's collateral, including all sale documents, at its
principal place of business;

  (h) The Debtor will remain current in the payment of all
post-petition tax liabilities, including but not limited to
accruing ad valorem property taxes, sales and use taxes, payroll
taxes, and income taxes; and

  (i) The Debtor will tender the sum of $202 to Automobile Finance
each month.

A full-text copy of the Second Interim Order, dated June 1, 2017,
is available at https://is.gd/jEJz5u

                     About Rebuiltcars Corp

Rebuiltcars Corporation filed a Chapter 11 petition (Bankr. N.D.
Ill. Case No. 17-11811) on April 14, 2017.  The petition was signed
by Mindaugas Kazakevicius, president.  The case is assigned to
Judge Timothy A. Barnes.  The Debtor is represented by Paul M.
Bach, Esq. at the Bach Law Offices.  The Debtor estimated $50,000
to $100,000 in assets and $500,000 to $1 million in liabilities.


REBUILTCARS CORP: Has Interim Nod to Use Cash Through June 28
-------------------------------------------------------------
Judge Timothy A. Barnes of the U.S. Bankruptcy Court for the
Northern District of Illinois issued a Second Interim Order
authorizing Rebuiltcars Corporation to use the cash collateral of
1st Global Capital, Capital Merchant Services, First Home Bank and
Swift Capital, as to the Debtor's business assets, through and
including June 28, 2017.

The Debtor is authorized to use cash collateral for its
postpetition, necessary and reasonable operating expenses.  The
approved Budget reflects total monthly expenses of $35,501.

1st Global Capital, Capital Merchant Services, First Home Bank and
Swift Capital are granted replacement liens in the Debtor's
Business Assets, including but not limited to, vehicle, vehicle
parts and inventory, certificates of title and all purchases,
products, additions, accessions and replacements of those assets.
Such lien and security interest will have the same validity,
perfection and enforceability as the prepetition liens held by 1st
Global Capital, Capital Merchant Services, First Home Bank and
Swift Capital.

The Debtor is directed to maintain adequate property insurance on
the Debtor's Business Assets including but not limited to vehicle,
vehicle parts and inventory, certificates of title and all
purchases, products, additions, accessions and replacements of
those assets.

Beginning May 1, 2017 and continuing each month thereafter until
further order of the Court, the Debtor will make adequate
protection payments as follows:

          (a) 1st Global Capital:            $190
          (b) Capital Merchant Services:     $137
          (c) First Home Bank:             $1,705
          (d) Swift Capital:                 $265

A status hearing has been set for June 28, 2017 at 10:30 a.m.

A full-text copy of the Order, entered on June 1, 2017, is
available at https://is.gd/VLnsP6

                 About Rebuiltcars Corporation

Rebuiltcars Corporation filed a Chapter 11 petition (Bankr. N.D.
Ill. Case No. 17-11811) on April 14, 2017.  The petition was signed
by Mindaugas Kazakevicius, the Company's president.  The case is
assigned to Judge Timothy A. Barnes.  The Debtor is represented by
Paul M. Bach, Esq., at the Bach Law Offices.  The Debtor estimated
$50,000 to $100,000 in assets and $500,000 to $1 million in
liabilities.


ROOT9B HOLDINGS: Partners With Chertoff to Raise Growth Capital
---------------------------------------------------------------
root9B Holdings, Inc., and The Chertoff Group have formed a
multi-faceted strategic partnership to accelerate root9B's growth
in cybersecurity, the companies announced May 25, 2017.  The
partnership includes the addition of General Michael Hayden to
root9B's Advisory Board and the initiation of a process to raise
growth capital, led by investment banking firm Chertoff Capital, a
subsidiary of The Chertoff Group.

root9B Holdings is a provider of Cybersecurity Services.  Its
wholly-owned subsidiary, root9B is recognized as a leader and
pioneer in the Manned Information Security and Adversary Pursuit
Operations HUNT market and was recently named the #1 company on the
Cybersecurity 500 for the fifth consecutive quarter.

Founded in 2009 by former U.S. Department of Homeland Security
Secretary Michael Chertoff, The Chertoff Group is a premier global
security advisory firm that provides risk management, business
strategy, and merchant banking advisory services.  Before heading
up the Department of Homeland Security, Mr. Chertoff served as a
federal judge on the U.S. Court of Appeals for the Third Circuit.
Earlier, during more than a decade as a federal prosecutor, he
investigated and prosecuted cases of political corruption,
organized crime, and corporate fraud and terrorism, including the
investigation of the 9/11 terrorist attacks.

root9B is led by Chief Executive Officer Eric Hipkins, Chief
Operating Officer John Harbaugh and Chief Technology Officer
Michael Morris.  Mr. Hipkins is an accomplished Cyber, Intelligence
and Cryptology professional with more than 25 years of specialty
experience in advanced cyber and technical intelligence operations.
He is a military veteran with an extensive background across the
Department of Defense, Intelligence and Commercial community and is
a member of the newly formed Homeland Security Advisory Council's
Cybersecurity subcommittee.  Mr. Harbaugh is a U.S. military
veteran and former Senior Executive in the federal government.  He
is a DoD certified Master-level technician with expert skills in
cyber defense and network security operation.  Mr. Morris is also a
U.S. military veteran, specializing in intelligence operations in
the areas of advanced Offensive and Defensive Cyber operations,
tactics, tool development and advanced training curriculum.

"Michael Chertoff's experience in Homeland Security, coupled with
the impressive team he has put together, makes this a natural
partnership with the cyber experts we have assembled at root9B,"
said Mr. Hipkins, who is also chief executive officer of root9B
Holdings.  "In addition, General Hayden's long history in
intelligence and as a mentor to and leader of many members of our
team in their national defense and security careers makes his
appointment to our advisory board a natural fit."
  
General Michael Hayden is a retired four-star general who served as
director of the Central Intelligence Agency (2006-2009) and the
National Security Agency (1999-2005).  As head of the country's
premier intelligence agencies, he was on the frontline of global
change, the war on terrorism and the growing cyber challenge.  In
addition to leading the CIA and NSA, General Hayden was the
country's first principal deputy director of national intelligence
and the highest-ranking military intelligence officer in the
country.  General Hayden is currently a principal at The Chertoff
Group and a distinguished visiting professor at the George Mason
University Schar School of Policy and Government.

"The team at root9B, starting with Eric Hipkins, John Harbaugh and
Mike Morris, is unparalleled in the industry," said General Hayden.
"Today's cyber warfare needs a unique solution which the team at
root9B is uniquely qualified to offer.  I look forward to being a
part of this team moving forward."

root9B Holdings also announced plans to pursue growth capital to
accelerate its strategic plan.

"With the progress on the sale of our non-core assets, root9B
Holdings is better positioned as a pure-play provider of leading
cybersecurity solutions," said Mr. Hipkins.  "Raising additional
funds will provide the working capital needed to enable us to take
full advantage of our large and growing pipeline.  As the
organization that first introduced proactive HUNT operations to the
commercial community, we are very pleased with the response and
traction we continue to gain.  Growth capital will enable us to
continue delivering our innovative solutions to a customer base
that is hungry for a differentiated solution."

                           About Root9B

root9B Holdings, Inc. (OTCQB: RTNB) --
http://www.root9bholdings.com/-- is a provider of Cybersecurity
and Regulatory Risk Mitigation Services.  Through its wholly owned
subsidiaries root9B and IPSA International, the Company delivers
results that improve productivity, mitigate risk and maximize
profits.  Its clients range in size from Fortune 100 companies to
mid-sized and owner-managed businesses across a broad range of
industries including local, state and government agencies.

Root9B Technologies, Inc., changed its name to root9B Holdings
effective Dec. 5, 2016, and relocated its corporate headquarters
from Charlotte, NC to the current headquarters of root9B, its
wholly owned cybersecurity subsidiary, in Colorado Springs, CO.

root9B reported a net loss of $30.49 million on $10.24 million of
net revenue for the year ended Dec. 31, 2016, compared with a net
loss of $8.33 million on $11.16 million of net revenue for the year
ended Dec. 31, 2015.  

As of Dec. 31, 2016, root9B Holdings disclosed $19.74 million in
total assets, $15.67 million in total liabilities, and
stockholders' equity of $4.06 million.

Cherry Bekaert LLP issued a "going concern" qualification on the
consolidated financial statements for the year ended Dec. 31, 2016,
citing that the Company has suffered recurring losses from
operations and has negative operating cash flows and will require
additional financing to fund the continued operations.  The
availability of such financing cannot be assured.  These conditions
raise substantial doubt about its ability to continue as a going
concern.


ROOT9B HOLDINGS: Reschedules Annual Meeting to July 19
------------------------------------------------------
root9B Holdings, Inc., announced that its Board of Directors has
rescheduled the 2017 annual meeting of stockholders originally
scheduled for May 24, 2017.  The annual meeting is now scheduled to
take place on July 19, 2017, at 10:15 a.m. E.T., at the offices of
the Company located at 102 N. Cascade Avenue, Suite 220, Colorado
Springs, CO.

The previously announced transition of the CEO of the Company from
Joseph J. Grano, Jr., to Eric Hipkins on May 24, 2017, will take
place as scheduled.  Mr. Grano will remain with RTNB as
non-executive chairman of the Board.

root9B also announced that it will require additional time to file
its Form 10-Q for the period ended March 31, 2017.  The Company
filed an extension on May 16, 2017, with the Securities and
Exchange Commission, and was granted an additional five calendar
days to file its Form 10-Q.  RTNB received a notification letter
from The Nasdaq Stock Market on May 23, 2017 that it is not in
compliance with Nasdaq Listing Rule 5250(c)(1) because RTNB did not
timely file its Form 10-Q with the Securities and Exchange
Commission.  The Nasdaq letter provides that RTNB has until July
25, 2017, to submit a plan to regain compliance.  RTNB now expects
that it will complete and file its Form 10-Q in June, at which time
it will automatically regain compliance with Nasdaq Listing Rules.

                           About Root9B

root9B Holdings, Inc. (OTCQB: RTNB) --
http://www.root9bholdings.com/-- is a provider of Cybersecurity
and Regulatory Risk Mitigation Services.  Through its wholly owned
subsidiaries root9B and IPSA International, the Company delivers
results that improve productivity, mitigate risk and maximize
profits.  Its clients range in size from Fortune 100 companies to
mid-sized and owner-managed businesses across a broad range of
industries including local, state and government agencies.

Root9B Technologies, Inc., changed its name to root9B Holdings
effective Dec. 5, 2016, and relocated its corporate headquarters
from Charlotte, NC to the current headquarters of root9B, its
wholly owned cybersecurity subsidiary, in Colorado Springs, CO.

root9B reported a net loss of $30.49 million on $10.24 million of
net revenue for the year ended Dec. 31, 2016, compared with a net
loss of $8.33 million on $11.16 million of net revenue for the year
ended Dec. 31, 2015.  

As of Dec. 31, 2016, root9B Holdings disclosed $19.74 million in
total assets, $15.67 million in total liabilities, and
stockholders' equity of $4.06 million.

Cherry Bekaert LLP issued a "going concern" qualification on the
consolidated financial statements for the year ended Dec. 31, 2016,
citing that the Company has suffered recurring losses from
operations and has negative operating cash flows and will require
additional financing to fund the continued operations.  The
availability of such financing cannot be assured.  These conditions
raise substantial doubt about its ability to continue as a going
concern.


RUBY RED: U.S. Trustee Unable to Appoint Committee
--------------------------------------------------
The Office of the U.S. Trustee on June 1 disclosed in a court
filing that no official committee of unsecured creditors has been
appointed in the Chapter 11 case of Ruby Red Dentata, LLC.

Headquartered in Minneapolis, Minnesota, Ruby Red Dentata, LLC,
filed for Chapter 11 bankruptcy protection (Bankr. D. Minn. Case
No. 17-41184) on April 24, 2017, estimating its assets at between
$1 million and $10 million and its liabilities at between $500,001
and $1 million.


SCOTT SWIMMING: Allowed to Continue Using Cash Until June 30
------------------------------------------------------------
Judge Julie A. Manning of the U.S. Bankruptcy Court for the
District of Connecticut issued a Twenty-Ninth Order authorizing
Scott Swimming Pools Inc. to collect and use cash collateral to
continue the usual and ordinary operations of its business by
paying those budgeted expenditures from June 1 through June 30,
2017.

The Debtor has represented it has an immediate and continuing need
for the use of the prepetition collateral and the proceeds thereof,
constituting cash collateral, in order to continue the operation
of, and avoid immediate and irreparable harm to its business, and
to maintain and preserve going concern value.

Furthermore, the Debtor submits that without the ability to use the
prepetition collateral and the cash collateral, it will be unable
to pay ongoing management, payroll, raw material, insurance,
utilities and other necessary expenses related to the continued
operation of the Debtor's business, to generate cash flow, and to
maintain the value of Debtor's assets.

The Debtor is authorized and directed to collect and deposit such
cash collateral in a segregated DIP bank account.

The approved Budget for the month of June 2017 provides total
expenses of approximately $648,023, which includes the U.S. Trustee
Fee of $6,500. The Debtor will be allowed a 8% variance per line
item for expenses and to that extent, it may transfer between line
items but in no event will the aggregate Expenditures for any
Budget period exceed the total amount of Expenditures for such
Budget period.

The Debtor and Webster Bank were parties to certain Loan and
Security Agreements pursuant to which, among other things, Webster
Bank provided the Debtor with a loans and credit facilities secured
by liens and/or security interests in substantially all of the
Debtor's assets.  As of the Petition Date, the Debtor was indebted
to Webster in the amount of $451,000.

Webster Bank is granted postpetition claims against the Debtor's
estate, as adequate protection for any postpetition diminution in
value of the prepetition collateral postpetition and the cash
collateral arising out of the Debtor's use thereof and/or the
continuance of the automatic stay.  Such adequate protection claim
will have priority in payment over any other indebtedness and/or
obligations now in existence or incurred by the Debtor and over all
administrative expenses or charges against property.

Webster Bank is also granted an enforceable and perfected
replacement lien and/or security interest, as security for the
adequate protection claim, in the postpetition assets of the
Debtor's estate equivalent in nature, priority and extent to the
liens and/or security interests of Webster Bank, in the prepetition
collateral and the proceeds and products thereof, subject to the
Carve-Out.  In addition, the Debtor will pay to Webster Bank
monthly installments of interest on the loan pursuant to the terms
of the Parties' Note.

The Carve-Out consists of:

     (a) the allowed administrative claims of attorneys and other
professionals retained by the Debtor in this Case in the aggregate
amount of $25,000; and

     (b) amounts payable to pursuant to 28 U.S.C. Section
1930(a)(6)

A further hearing on the continued use of Cash Collateral will be
held on June 20, 2017, at 10:00 a.m.  Any objection to the
continued use of cash collateral must be filed and served no later
than June 16.

A full-text copy of the Twenty-Ninth Order, dated June 1, 2017, is
available at https://is.gd/5eSlma

                  About Scott Swimming Pools

Based in Woodbury, Conn., Scott Swimming Pools, Inc., constructs,
sells and services swimming pools.  Its offices and property are
located at 75 Washington Road, Woodbury, CT.

Scott Swimming Pools filed a chapter 11 petition (Bankr. D. Conn.
Case No. 15-50094) on Jan. 22, 2014.  James M. Scott, the Company's
president, signed the petition.

The case is assigned to Judge Alan H.W. Shiff.  

The Debtor tapped James M. Nugent, Esq., at Harlow, Adams, and
Friedman, P.C., as bankruptcy counsel.

The Debtor disclosed that it owed creditors $3.79 million.


SCRS ACQUISITION: Moody's Assigns B3 Corporate Family Rating
------------------------------------------------------------
Moody's Investors Service has assigned a B3 corporate family rating
("CFR") and B3-PD probability of default rating ("PDR") to SCRS
Acquisition Corporation, a wholly owned subsidiary of investment
funds of Platinum Equity that will raise debt to finance its
acquisition of Securus Technologies, Inc. SCRS Acquisition plans to
raise $1.3 billion of new debt obligations, including a $150
million super priority five-year first lien revolving credit
facility ($20 million drawn at close), a $870 million seven-year
first lien term loan, and a $280 million eight-year second lien
term loan. In addition to the debt, the sponsors will contribute
approximately $522 million of equity to finance the $1.6 billion
purchase. The existing $778 million of debt (as of 3/31/17) at
Securus will be repaid upon close of the acquisition, which Moody's
expects to occur in Q3 2017. Moody's has assigned a B1 (LGD-2)
rating to SCRS Acquisition's super priority first lien revolver, a
B2 (LGD-3) to the first lien term loan, and a Caa2 (LGD-6) rating
to the second lien instrument. The ratings outlook for SCRS
Acquisition is stable.

The ratings assigned to SCRS Acquisition reflect Moody's view of
the end state capital structure of Securus following the leveraged
buyout ("LBO") transaction. Upon close of Platinum's proposed
acquisition of Securus, SCRS Acquisition will be merged with and
into Securus. At that time, the B3 CFR on SCRS Acquisition will be
withdrawn and its ratings will be assumed by Securus.

The B3 rating is in line with the existing CFR at Securus. The
company has accumulated significant cushion within its B3 rating to
absorb temporary spikes in leverage. Despite higher leverage in the
near term and higher interest expense following the LBO, Securus is
able to maintain its B3 rating. Securus has been the net gainer in
market share within the concentrated correctional facility
telephony business over the past several years, which has
contributed to a steady growth trajectory. Market share gains
coupled with successful acquisitions of product extensions or
enhancements, most significantly the 2015 acquisition of JPAY, has
resulted in double-digit EBITDA growth rates over the past several
years. JPay provides services such as electronic payments, email,
and a host of entertainment and educational related apps to the
corrections industry space. Moody's expects continued solid growth
with likely additional share gains and wider adoption of JPAY and
other services within Securus's existing client base.

Assignments:

Issuer: SCRS Acquisition Corporation

-- Probability of Default Rating, Assigned B3-PD

-- Corporate Family Rating, Assigned B3

-- Senior Secured Revolving Credit Facility, Assigned B1 (LGD 2)

-- Senior Secured 1st Lien Term Loan, Assigned B2 (LGD 3)

-- Senior Secured 2nd Lien Term Loan, Assigned Caa2 (LGD 6)

Outlook Actions:

Issuer: SCRS Acquisition Corporation

-- Outlook, Assigned Stable

RATINGS RATIONALE

Securus's B3 CFR reflects its small scale, niche industry focus,
aggressive financial policy, and strong competitive pressures in a
largely duopolistic and mature end market. The ratings are
supported by the company's high growth rate and a stable base of
contracted and fairly predictable revenues. Providing
communications services to corrections facilities remains a low
margin business characterized by competitive bidding on contracts,
the majority of which include a legacy industry practice requiring
relatively high commission fees to be included in inmate phone
charges, which are later passed through to state and county prison
operators. In addition, Securus and the industry apply
transaction-based fees on the phone account deposits of inmates, a
practice which resulted in a 2015 Federal Communications Commission
ruling reducing and capping the size of those fees going forward.
While this pressured Securus's overall gross call and fee revenues,
the company responded by increasing rates where possible and
negotiating contracted commission expense structures with prison
operators down to lower levels.

A remaining potential revenue pressure on the industry involves the
FCC's evolving efforts to cap intrastate prison phone rates which
represent the largest source of industry revenues. A challenge to a
current Circuit Court ruling which stayed existing intrastate rates
is expected to be resolved by year end, with the current stay
likely remaining permanent under a final ruling for many reasons,
including the change in party control of the Executive Branch and
the FCC's priorities under new leadership. While such a ruling
would provide improved revenue visibility for the industry going
forward, Securus is likely well positioned for either outcome due
to its efforts to raise rates where possible and reduce some of the
commissions paid out to prison operators. In the unlikely event
intrastate rates are lowered, intrastate call volume increases are
likely to be offsetting given industry historical experience after
the FCC mandated interstate rate reductions in 2013.

Moody's anticipate that Securus will have very good liquidity over
the next 12 months, supported by $13 million of cash on its balance
sheet and positive free cash flow. In addition, the company will
benefit from an upsized $150 million revolving line of credit which
provides good back up liquidity. Moody's expects the facility will
remain mostly undrawn over the next several years. The term loan
has no financial covenants while the revolver is subject to a
maximum first lien net leverage test of 7x. Moody's believes the
company will maintain ample cushion. Further, Moody's doesn't
believe the covenant will be tested given that the revolver will
remain under 35% drawn. The company has no near term maturities.

The ratings for the debt instruments reflect both the overall PDR
of the B3 CFR, which Moody's assign B3-PD, as well as the average
family loss given default ("LGD") which is derived based on the
composition of the debt instruments in the capital structure.
Moody's assumes a 50% family recovery rate given the mixed capital
structure which includes both first lien and second lien bank debt.
The super priority first lien revolver is rated B1-LGD2, two
notches above the CFR given its priority and the loss absorption
from the first and second lien term loan facilities. The first lien
term loan is rated B2-LGD3 reflecting its senior position to the
second lien term loan, which is rated Caa2-LGD6, two notches below
the CFR, reflecting its junior rank within the capital structure.
The capital structure also includes nominal amounts of lease
rejection claims and trade claims payable which have little to no
effect on the instrument-level ratings.

SCRS Acquisition's stable outlook reflects Moody's view that
Securus will maintain good liquidity, generate positive free cash
flows, maintain existing market shares, and decrease leverage
towards 6.5x (Moody's adjusted).

Moody's could upgrade SCRS Acquisition's B3 rating if Securus
maintains very good liquidity, continues to generate strong
positive free cash flow, and grows EBITDA or reduces debt such that
leverage (Moody's adjusted) is sustained below 5x. Moody's could
lower SCRS Acquisition's ratings if Securus's leverage exceeds 6.5x
(Moody's adjusted) on a sustained basis or free cash flow turns
negative.

Based in Dallas, TX, Securus Technologies Holdings, Inc. is one of
the largest providers of inmate telecommunication services to
correctional facilities, with a presence in 50 states, Washington
D.C., and Canada. Securus is in the process of being sold to
Platinum Equity from ABRY Partners, which acquired the company in a
2013 LBO transaction.

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


SEACOR HOLDINGS: Fitch Plans to Withdraw Ratings on June 30
-----------------------------------------------------------
Fitch Ratings plans to withdraw the ratings on Seacor Holdings Inc.
(Seacor; NYSE: CKH) on or about June 30, 2017, which is
approximately 30 days from the date of this release, for commercial
reasons.

Fitch currently rates Seacor as follows:

-- Long-Term Issuer Default Rating (IDR) 'B';
-- Senior unsecured notes 'B+/RR3'.

The Rating Outlook is Negative.

Fitch reserves the right in its sole discretion to withdraw or
maintain any rating at any time for any reason it deems sufficient.
Fitch believes that investors benefit from increased rating
coverage by Fitch and is providing approximately 30 days' notice to
the market of the rating withdrawal of Seacor. Ratings are subject
to analytical review and may change up to the time Fitch withdraws
the ratings.

Fitch's last rating action for the above referenced entity was on
Dec. 2, 2016. The Long-Term IDR was affirmed at 'B ' and the senior
unsecured notes at 'B+/RR3'.


SEACOR HOLDINGS: S&P Affirms Then Withdraws 'B-' CCR
----------------------------------------------------
S&P Global Ratings said that it affirmed its 'B-' corporate credit
rating and negative outlook on Fort Lauderdale, Fla.-based offshore
oil and gas, shipping, and logistics equipment provider SEACOR
Holdings Inc (on a pre-spin basis).  At the same time, S&P affirmed
its 'B-' issue-level and '4' recovery ratings on the company's
unsecured notes.  The '4' recovery rating indicates S&P's
expectation of average (30%-50%; rounded estimate: 35%) recovery to
creditors in the event of a payment default.

Subsequently, S&P withdrew the corporate credit and issue-level
ratings at the company's request.


SEADRILL LIMITED: Q1 Revenue Down 15% to $569 Million
-----------------------------------------------------
Seadrill Limited announced its first quarter results for the period
ended March 31, 2017.

Highlights

   * Revenue of $569 million

   * Operating income of $83 million
  
   * EBITDA of $291 million
  
   * 98% economic utilization
   
   * Reported net income of $57 million and diluted net income per
     
     share of $0.13

   * Underlying net income, excluding non-recurring items and
     non-cash mark to market movements on derivatives, was $22
     million and earnings per share was $0.06

   * Cash and cash equivalents of $1.5 billion

   * Seadrill Limited order backlog of approximately $3.4 billion

Per Wullf, CEO and president of Seadrill Management Ltd., said:
"Tendering activity continues to increase, especially in the North
Sea, South-East Asia and Middle-East segments.  While competition
remains fierce for available work we are well positioned with our
scale, young modern fleet and highly skilled workforce.  We remain
committed to keeping our units working in the short-term and have
successfully re-contracted a number of our available units.  Our
priority continues to be to implement our restructuring plan with
the right structure and terms for our stakeholders."

Revenues of $569 million for the first quarter (Q4 2016: $667
million) were down approximately 15% primarily due to:

   * The West Saturn becoming idle during the quarter;

   * The West Epsilon and West Vigilant having a full quarter of
     idle time;
  
   * Lower West Hercules termination fee recognition (terminated
     contract originally scheduled to conclude in January); and

   * West Epsilon termination fee received in the fourth quarter
     not repeated in the first quarter

These reductions to revenue were partially offset by the West
Castor operating for a full quarter and the West Phoenix commencing
operations during the quarter.

EBITDA was $63 million lower in the first quarter, as the revenue
reduction was partly offset by lower opex due to additional idle
units and lower general and administrative expenses due to the
continued benefits of cost control and saving initiatives
implemented during 2016.

Net operating income for the quarter was $83 million (Q4 2016: $87
million), approximately in-line with the prior quarter.  The EBITDA
reduction was offset by no impairment charges taken during the
quarter (Q4 2016: charge of $44 million) and lower depreciation.

Net financial and other items resulted in an expense of $31 million
in the quarter (Q4 2016: income of $6 million).  The increase in
expense was due to lower results from associated companies related
to our share of Seadrill Partners net income and foreign exchange
gains not repeated in the first quarter.  This was partially offset
by a gain on derivatives (loss in 4Q16) and lower expense in other
financial items (4Q 2016 expense related to the recognition of the
Archer guarantee liability that did not recur).

Income taxes for the first quarter were a credit of $5 million, (Q4
2016: expense of $10 million) reflecting an estimate of the annual
effective tax rate for the full year applied to the result for this
reporting period.

Net income for the quarter was $57 million resulting in basic and
diluted earnings per share of $0.13.

Balance sheet

As at March 31, 2017, total assets were $21.3 billion (Q4 2016:
$21.7 billion).

Total current assets were $2.6 billion (Q4 2016: $2.9 billion). The
main movements during the quarter were the settlement of the West
Mira arbitration, a reduction in accounts receivable related to
additional idle units and receipt of final installments of
termination payments for two units.

Cash and cash equivalents were $1.5 billion, an increase of $94
million.

Total non-current assets were $18.7 billion (Q4 2016: $18.8
billion).  Quarterly depreciation was partially offset by an
increase in the value of investments in associated companies,
primarily related to Seadrill Partners.
Total current liabilities were $4.7 billion (Q4 2016: $4.7
billion).  The main movement was the NOK1,800m Seadrill bond with
an outstanding value of $211m becoming current, offset by a
reduction in unrealized losses on derivatives, accrued interest,
deferred mobilization, and tax payable.

Total non-current liabilities were $6.5 billion (Q4 2016: $6.9
billion).  The main movement was the reclassification of long term
debt to short term debt.

Over the course of the quarter total net interest bearing debt
(including related party debt and net of cash and cash equivalents)
was $8.2 billion (Q4 2016: $8.5 billion), reflecting normal
quarterly installments.

Total equity was $10.1 billion as at March 31, 2017 (Q4 2016: $10.1
billion), primarily reflecting net income for the quarter.

Cash flow

As at March 31, 2017, cash and cash equivalents were $1.5 billion
(Q4 2016: $1.4 billion).

Net cash provided by operating activities for the three month
period ended March 31, 2017, was $155 million (Q4 2016: $345
million). Net cash provided by investing activities was $181
million (Q4 2016: $75 million) driven mainly by the West Mira
settlement, and net cash used in financing activities was $244
million (Q4 2016: $313 million) due to debt repayments.

Cost Reduction

Headcount has been reduced from 6,995 at year end 2015 to 5,196 at
the end of the first quarter. Of the 1,799 reduction, 1,380 have
been offshore and 419 onshore.

Vessel and rig operating expenses decreased by $23 million during
the first quarter, primarily due to additional idle units, and
general and administrative expenses decreased from $69 million to
$61 million.  The Company continues to expect G&A, excluding
restructuring costs, to be in the range of $220 million for full
year 2017.

Newbuilding Program

During the first quarter a settlement agreement was reached with
Hyundai Samho Heavy Industries Co Ltd. in relation to the West Mira
arbitration.  A cash payment of $170 million was received in March
2017 as full settlement of the dispute.  Arbitration proceedings
began in October 2015 following the cancellation of the
construction contract for the West Mira and were expected to
conclude during the first half of 2018.  This settlement agreement
brings an early conclusion to the arbitration process.  As part of
this settlement, Northern Drilling (as agreed with Seatankers), a
related party, has purchased the West Mira from HSHI.  Northern
Drilling is an asset holding company and is not expected to engage
in offshore drilling activities.  The Company expects to execute an
agreement with Northern Drilling for the commercial and technical
management of the West Mira as well as a right of first refusal for
purchase of the Unit.

In April 2017, Sevan Drilling and Cosco deferred the negotiation of
the final delivery deferral agreement for the Sevan Developer until
May 31, 2017.  If an agreement cannot be reached, the remaining
installment of $26.3 million will be refunded.
The West Dorado and West Draco, currently under construction at
Samsung, are not yet completed and we are in discussions with
Samsung to defer the delivery dates prior to the units being
completed and ready for delivery.

The Company remains in constructive discussions with our shipyards
as part of its broader restructuring discussions regarding reaching
agreements to defer our remaining deliveries further into the
future.

Operations

During the first quarter economic utilization was 98% (Q4 2016:
99%).  The West Saturn completed its contract, while the West
Castor and West Phoenix returned to service.

Commercial Developments

During the first quarter:

   * The West Phoenix was awarded a one well contract with Nexen
     Petroleum.  The contract will run in direct continuation from

     its existing contract with Total and the total backlog is
     estimated to be $17 million.

   * The West Elara was awarded a one well extension plus one
     option well from Statoil.  The backlog for the firm well is
     estimated to be $10 million.
  
   * The West Mischief received a contract termination notice from
     NDC and is expected to end operations in August 2017 as
     opposed to the original contracted December 2017 date.  The
     total backlog impact is a $9 million decrease.

   * West Cressida was awarded a two month extension of its
     existing contract with PTTEP Thailand at the original
     contract day rate of $64,500 per day.

   * SeaMex, the Company's 50% owned JV, agreed a 29 month
     contract extension at the current contracted day rates for
     each of the five jack-up rigs contracted with Pemex in
     Mexico.  Simultaneously SeaMex agreed to provide Pemex with a
     discount to contracted rates for 22 months effective November
     2016.  The net impact on contract backlog for SeaMex was an
     increase of $580 million.

   * The West Saturn was awarded a one well contract with Ophir
     Cote d'Ivoire in Cote d'Ivoire, which commenced in the second
     quarter of 2017.  Total contract backlog is expected to be
     approximately $5.5 million based on an estimated contract
     duration of 35 days.

Additionally, during the second quarter to date we have concluded
the following commercial agreements:

   * The West Freedom was awarded a one well contract with
     Ecopetrol in Columbia.  Commencement is expected in the third
     quarter of 2017.  Contract backlog is expected to be
     approximately $5 million.

   * In April, NADL, the Company's majority owned subsidiary,
     announced the contract awards and extension for the jack-ups
     West Elara and West Linus with ConocoPhillips, for work in
     the Greater Ekofisk Area.  The contracts are for a period of
     10 years and the total additional backlog for the new
     contract awards is estimated at $1.4 billion, excluding
     performance bonuses.  The contracts include market indexed
     dayrates and the estimated backlog is subject to change based

     on market conditions.

   * In April, Statoil exercised an option to extend the contract
     for the West Elara with one additional well at a rate of
     $135,000 per day.  The contract is now expected to extend
     until September 2017.

   * In May, Seadrill announced an agreement with Shelf Drilling
     to sell the West Triton, West Resolute and West Mischief for
     a total consideration of $225 million subject to customary
     closing conditions.  The West Triton and West Resolute were
     delivered to Shelf Drilling in May 2017.  The West Mischief
     is due for delivery to Shelf Drilling during the third
     quarter of 2017 after completion of its current drilling
     contract with NDC in Abu Dhabi.

   * The West Cressida was awarded a binding letter of award for a

     90 day contract with PCPPOC in Malaysia.  Commencement is
     expected in June 2017. Contract backlog is expected to be
     approximately $5 million.

Seadrill's order backlog as at May 24, 2017, is $3.4 billion,
comprised of $1.4 billion for the floater fleet and $2.0 billion
for the Jack-up fleet.  The average contract duration is 13 months
for floaters and 30 months for Jack-ups.

For the Seadrill Group, the total order backlog is $7.1 billion.

Market Development

The offshore drilling market remains challenging and the Company
expects this dynamic to continue in the short to medium term.  The
majority of customers remain focused on conserving cash and are
still reluctant to commit to significant new capital projects
offshore until an increased consistency and upward trend in oil
prices is demonstrated.  The significant rig supply overhang
remains and a faster return to a balanced market will require
drilling contractors to be more disciplined in retiring older
units.

Tendering activity has continued at increased levels, albeit from a
low base, over the past few months, especially in the North Sea
floater and South-East Asia and Middle-East jack-up segments.
Market behavior points increasingly to the market having reached
its bottom.  An increasing number of recent tenders released by oil
companies seek to contract at current bottom of cycle dayrates for
increased durations and / or with multiple fixed price options
periods.

The Company remains committed to keeping its units working in the
short-term and have successfully re-contracted a number of its
units.  The Company still believes in the long term fundamentals of
the offshore drilling industry, driven by years of under-investment
in new fields and the competitiveness of offshore resources on a
full cycle basis.

The Company's enduring focus on its customers, safe and efficient
operations and a disciplined approach to contracting, will ensure
that Seadrill is well placed to capitalize when the market
recovers.

Restructuring Update

In April, the Company reached an agreement with its bank group to
extend the comprehensive restructuring plan negotiating period
until 31 July 2017, reflecting significant progress on the terms of
such restructuring made with the bank group.

The Company is now in advanced discussions with certain third party
and related party investors and its secured lenders on the terms of
a comprehensive recapitalization.  The Company is in receipt of a
proposal from the third party and related party investors which
remains subject to further negotiation, final due diligence and
documentation.

The Company is also in discussions with certain bondholders who
have recently become restricted again.

While discussions with its secured lenders and certain investors
have advanced significantly, a number of important terms continue
to be negotiated and no assurance can be given that an agreement
will be reached.  As previously disclosed, the Company continues to
believe that implementation of a comprehensive restructuring plan
will likely involve schemes of arrangement or chapter 11
proceedings, and it is preparing accordingly.

It is likely that the comprehensive restructuring plan will require
a substantial impairment or conversion of our bonds, as well as
impairment and losses for other stakeholders, including shipyards.
As a result, the Company currently expects that shareholders are
likely to receive minimal recovery for their existing shares.

The Company's business operations remain unaffected by these
restructuring efforts and the Company expects to continue to meet
its ongoing customer and business counterparty obligations.

Archer

In April the Company, as part of its restructuring plans, signed
and closed an agreement with Archer and its lenders to extinguish
approximately $253 million in financial guarantees provided by
Seadrill in exchange for a cash payment of approximately $25
million.  The Company remains in constructive discussions with
Archer and its lenders to extinguish the remaining $25 million of
financial guarantees in exchange for a cash payment representing
10% of their face value.

As part of Archer's restructuring plans the Company has also agreed
to convert $146 million in subordinated loans provided to Archer
into a $45 million subordinated convertible loan.  The subordinated
convertible loan will bear interest of 5.5%, matures in December
2021 and has a conversion right into equity of Archer Limited in
2021 based on a strike price of US$2.083 per share (subject to
appropriate adjustment mechanics), which is approximately 75% above
the subscription price in Archer's private placement on Feb. 28,
2017.

NYSE Listing Requirements

On May 4, 2017, the Company was notified by the New York Stock
Exchange that it is no longer compliant with continued listing
standards because the average closing price of its common shares
over a period of 30 consecutive trading days had fallen below $1.00
per share, which is the minimum average closing price per share
required to maintain listing on the NYSE.

Under the NYSE rules, during the six-month period from the date of
the NYSE notice, the Company can regain compliance if the price per
share of the Company's common shares on the last trading day of any
calendar month within such period and the 30 trading day average
price per common share for that month is at least $1.00. During
this period, subject to the Company's compliance with other NYSE
continued listing requirements, the Company's common shares will
continue to be traded on the NYSE under the symbol "SDRL" but will
have an added designation of ".BC" to indicate the status of the
common shares as below compliance.

The Company has notified the NYSE that it believes it could regain
compliance through the completion of a comprehensive restructuring
plan arising from the Company's previously disclosed ongoing
negotiations with its banks, potential new money investors, an ad
hoc committee of bondholders, and other constituents in the event
that such restructuring is completed prior to the expiration of the
six-month grace period from the date of the NYSE notice.  There can
be no assurances that the Company will regain such compliance, the
restructuring will be completed within such grace period or that
the common shares will not be subject to delisting during the grace
period if the Company enters into Chapter 11 proceedings or for
other reasons.

The NYSE notification does not affect the Company's business
operations or its Securities and Exchange Commission reporting
requirements and does not conflict with or cause an event of
default under any of the Company's material debt agreements.

Guidance

Second Quarter 2017

With a number of its units coming off contract and the impact of
lower day rates, EBITDA will be lower for the second quarter, at
around $240 million.  This is based on second quarter expected
operating income of $40 million.

The following units have already or are expected to become idle
during the second quarter of 2017:

   * Sevan Louisiana
  
   * West Tucana
  
   * West Cressida

The following units will have lower dayrates compared to the first
quarter of 2017:

   * West Elara
  
   * West Hercules (final termination payment received in the    
     first quarter).

These reductions are expected to be partially offset by a full
quarter of operations for the West Phoenix, the West Saturn
commencing a one well contract and the West Freedom returning to
normal operating rate for a full quarter.

Operationally, performance in the second quarter of 2017 is strong
with 99% utilization quarter to date.

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

                       https://is.gd/GRHC1U

                         About Seadrill

Seadrill Limited is a deepwater drilling contractor, which provides
drilling services to the oil and gas industry.  It is incorporated
in Bermuda and managed from London.

Seadrill reported a net loss of US$155 million on US$3.17 billion
of total operating revenues for the year ended Dec. 31, 2016,
following a net loss of US$635 million on US$4.33 billion of total
operating revenues for the year ended in 2015.

Seadrill had US$21.66 billion in assets and US$11.60 billion in
liabilities as of Dec. 31, 2016.

                          *     *     *

The Company in its annual report on Form 20-F filed with the U.S.
Securities and Exchange Commission April 24, 2017, noted that it
has cross default clauses in existing financing agreements which
cause near term liquidity constraints in the event Seadrill Limited
is unable to implement a restructuring plan by July 31, 2017.  The
existence of the cross default clauses and uncertainty of the
restructuring raise substantial doubt about the Company's ability
to continue as a going concern.

There are cross default clauses with Seadrill in three Seadrill
Partners facilities.  In order to address this risk of default,
Seadrill Partners has to the lenders:

   * Removal of Seadrill as a guarantor under each of the three
     facilities and separation of the facilities such that each
     facility is secured only by Seadrill Partners' assets without

     recourse to Seadrill or its assets; and

   * Extending the maturity of each of the three facilities by 2.5
     years.

The Company is targeting execution of these amendments on a
consensual basis.  In the event a consensual agreement cannot be
reached, the Company said it is preparing various contingency plans
that may be needed to preserve value and continue operations
including seeking waivers of cross default with Seadrill and
potential schemes of arrangement and Chapter 11 proceedings.


SECURUS HOLDINGS: S&P Rates Proposed $150MM Facility 'BB'
---------------------------------------------------------
S&P Global Ratings affirmed its 'B' corporate credit rating on
Dallas-based Securus Holdings Inc.  The outlook is stable.

At the same time, S&P assigned a 'BB' issue-level rating and '1+'
recovery rating to Securus's proposed $150 million senior secured
super priority revolving credit facility maturing in 2022.  The
'1+' recovery rating indicates S&P's expectation for full (100%)
recovery for lenders in the event of a payment default.

S&P also assigned a 'B' issue-level rating and '3' recovery rating
to the company's proposed $870 million senior secured first-lien
term loan maturing in 2024.  The '3' recovery rating indicates
S&P's expectation for meaningful (50%-70%; rounded estimate: 55%)
recovery for lenders in the event of a payment default.

In addition, S&P assigned a 'CCC+' issue-level rating and '6'
recovery rating to its proposed $280 million senior secured
second-lien term loan maturing in 2025.  The '6' recovery rating
indicates S&P's expectation for negligible (0%-10%; rounded
estimate: 0%) recovery for lenders in the event of a payment
default.

The borrower of the debt will initially be SCRS Acquisition Corp.,
the acquiring entity.  Following the transaction, SCRS Acquisition
Corp. will merge into Securus Technologies Holdings Inc., which
will continue as the surviving entity and borrower of the debt.

S&P will withdraw the ratings on Securus's existing debt, which
will be redeemed as part of the transaction, when it has been
repaid.

"The rating affirmation reflects our expectation that pro forma
leverage of around 7x will decline below our downgrade trigger of
6.5x over the next 12 months as a result of recent contract wins, a
greater mix of higher margin JPay services, and modest synergies,
said S&P Global Ratings credit analyst Rose Askinazi.

Further, S&P expects Securus will continue to generate good levels
of free operating cash flow and that EBITDA interest coverage will
be around 3x through 2018.

The stable outlook reflects S&P's expectation that pro forma
leverage of around 7x will decline below 6.5x over the next 12
months, benefiting from meaningful EBITDA growth as a result of
recent contract wins, a greater mix of higher margin JPay services,
and modest synergies.  S&P expects leverage will improve to
5.2x-5.4x by year-end 2018.

S&P could lower the rating if product installations associated with
recent contract wins are meaningfully delayed in addition to the
realization of identified synergies, such that leverage remains
above 6.5x on a sustained basis.  Alternatively, S&P could lower
the rating if a more aggressive financial policy, including
debt-funded acquisitions or shareholder returns, causes leverage to
remain above 6.5x on a sustained basis.

S&P is unlikely to raise the rating under the company's current
ownership but could do so if the company adopted a longer-term
financial policy supportive of leverage below 4.5x on a sustained
basis.  Any upgrade would also require clarity on future FCC
regulation and S&P's confidence that the company would maintain
current levels of profitability.



SHRI NATHJI: Case Summary & 3 Unsecured Creditors
-------------------------------------------------
Debtor: Shri Nathji, LLP
        5895 Bonnie View Lane
        Elkridge, MD 21075-5225

Case No.: 17-17607

Business Description: The Debtor listed its business as a single
                      asset real estate (as defined in 11 U.S.C.
                      Section 101(51B)).  It has a fee simple
                      interest in a property located at Roadway
                      Inn / Econo Lodge, 5895 Bonnie View Lane,
                      Elkridge, Maryland valued at $937,233.
                      The Company previously sought bankruptcy
                      protection on July 31, 2016 (Bank. D. M.D.  
                      Case No. 16-20275).

Chapter 11 Petition Date: June 1, 2017

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

Judge: Hon. Robert A. Gordon

Debtor's Counsel: Tate Russack, Esq.
                  RLC LAWYERS & CONSULTANTS
                  7999 N Federal Hwy, Ste 100 A
                  Boca Raton, FL 33487
                  Tel: 561-571-9601
                  Fax: 800-883-5692
                  E-mail: tate@russack.net

Total Assets: $937,233

Total Liabilities: $1.30 million

The petition was signed by Kirti Kumar Bhavsar, managing partner.

A copy of the Debtor's list of three unsecured creditors is
available for free at http://bankrupt.com/misc/mdb17-17607.pdf


SIGNET JEWELERS: Fitch Lowers IDR to 'BB'; Outlook Stable
---------------------------------------------------------
Fitch Ratings has downgraded the Long-Term Issuer Default Rating
(IDR) for Signet Jewelers Limited (Signet) to 'BB' from 'BB+'. The
Rating Outlook is Stable.

The downgrade results from ongoing weak operating trends,
lower-than-expected debt reduction following the proposed partial
sale of Signet's consumer financing business and the company's
updated financial policy, all of which combine to yield
expectations of leverage trending above 4.0x in the medium term.

The ratings continue to reflect Signet's leading share in the
specialty jewelry market in the U.S. as well as the U.K. and
Canada. The ratings also reflect modest EBITDA upside from long
term sales growth opportunities, expense synergies related to the
company's 2014 acquisition of Zale, and recently announced cost
reduction efforts.

KEY RATING DRIVERS

Credit Operations Transactions

Signet has announced the proposed sale of $1 billion of its prime
receivables to Alliance Data Systems Corporation, who will operate
the company's consumer financing program for Signet's prime
customers going forward. Signet also announced it will be
outsourcing credit operations for its non-prime portfolio to
Genesis Financial Solutions while it explores a sale of the
approximately $700 million remaining in receivables. The company
had begun a strategic review of its credit operations in May 2016.

Assuming the deal closes, Signet would receive $1 billion in cash
proceeds. The company plans to use proceeds to repay its $600
million asset-backed securitization facility and use the remainder
of sale proceeds for share buybacks. Fitch projects that loss of
financing income and incremental outsourcing expenses could reduce
annual EBITDA by around $50 million, or half the approximately $100
million of EBITDA that Signet's financing business generates. The
remaining $50 million in EBITDA could be impacted should the
company sell all or a portion of its remaining receivables.

Signet is one of a select group of retail companies that still own
their financing receivables. As such, Fitch's assessment of
Signet's credit profile incorporates a retail adjusted leverage and
Fitch assigns a portion of the company's debt to the more highly
leveraged credit card business. This is consistent with Fitch's
practice of treating debt for companies that fund their own credit
card receivables.

Fitch previously assumed Signet's net credit card receivables could
be financed using a mix of 70% debt and 30% equity, with a cap of
$1 billion, which translates into approximately $1 billion of debt
attributed to the receivables financing business. The announced
$600 million debt reduction, therefore, is materially below both
Fitch's prior expectations as well as the debt adjustment outlined
in Signet's previous adjusted leverage calculations.

The credit operations transactions leave Signet with approximately
$700 million of owned non-prime receivables. Fitch believes
potential debt paydown resulting from the sale of these
receivables, mitigated by the loss of additional financing income,
would have an immaterial impact on Signet's leverage calculation
and as such Fitch has chosen to focus on consolidated leverage
calculations on a go-forward basis.

Recent Operating Weakness Continues

Annual comparable store sales (comps), which averaged 5% from 2010
through 2015, turned negative at -2% in 2016 (fiscal 2017) with
comps weakening further in recent quarters (including -11.5% in Q1
2017). While the overall U.S. jewelry category has somewhat slowed,
the sharp comps deceleration has been unexpected and the source of
weakness is somewhat unclear. Over the past year, the company has
been plagued by negative press surrounding a number of issues,
including allegations of both diamond-swapping during routine
product servicing and poor treatment of female employees. It is
possible this negative press has impacted recent results.

The company is implementing or strengthening initiatives around
marketing, product introductions, and customer service, with
results expected to improve in the second half of 2017. Fitch
projects comps will improve but remain negative through 2017 and in
the negative 3% to negative 5% range for the full year, before
improving to flattish beginning 2018.

As a result of weak comps, Fitch projects EBITDA (before the impact
of the sale of the financing business) could decline from the $1
billion produced in 2016 to the $900 million range in 2017 as
EBITDA margins are expected to contract around 100 to 150 basis
points from 15.7% in 2016. Comps stabilization and the company's
recently announced expense management initiatives could allow
EBITDA to grow in the low-single digit range beginning 2018, before
the negative EBITDA impact of the credit operations transactions.

Updated Financial Policy

Concurrent with the receivables sale, Signet has announced an
updated financial policy. While the new policy continues to target
leverage of 3.0x to 3.5x, the company has reduced the rate at which
it capitalizes leases from 8x to 5x annual rent expense. Given
Fitch's treatment of capitalizing leases at 8x annual rent expense,
the new financial policy equates to Fitch-defined leverage in the
low- to mid- 4.0x range, which is representative of a 'BB' rated
retailer with operating characteristics similar to Signet.

On a pro forma basis, following the credit operations transactions,
Fitch-defined leverage would be approximately 4.1x. This assumes a
$50 million reduction to the current 2017 EBITDA estimate of around
$900 million and $600 million of debt repayment. Assuming EBITDA
stabilizes beginning 2018, adjusted leverage could trend around
4.0x over the next 24 months.

Leading Share in Specialty Jewelry

Signet generated $6.4 billion in revenue and roughly $1 billion in
adjusted EBITDA (adding back acquisition related charges) in 2016,
which includes a full year of contribution from Zale.

Signet operates over 3,600 stores in the U.S., UK and Canada under
various well-known brands, post its acquisition of Zale Corporation
in May 2014. Kay Jewelers, Jared the Galleria of Jewelry, and Zale
hold a combined share of approximately 16% to 17% of the U.S.
specialty jewelry market ($31 billion in industry sales in 2016
according to U.S. Census Bureau). Kay and Zale hold the number 1
and 2 market position in the U.S. mall-based specialty retail
jewelry space, respectively, and Jared is the number 1 off-mall
specialty retail jeweler. In addition, Zale is number 1 in Canada
under its Peoples brand (roughly 3% of total revenue) and Signet
holds the leading market shares in the UK under its H.Samuel and
the Ernest Jones brands (roughly 11% of total revenue).

Signet generated strong annual top-line and EBITDA growth in the
years following the recession until 2016, driven by the growth of
the specialty jewelry industry of roughly 3% annually over the past
five years; continued industry consolidation; and the company's
execution of its growth initiatives. The expanded retail footprints
of its strong concepts such as Kay and Jared, restructuring of
regional brand stores, increasing penetration of its exclusive
brand portfolio (representing approximately 32.6% of Jared and Kay
sales and 42.9% of Zale sales in 2015, the most recent year of
disclosure) and increasing vertical integration of its supply chain
have helped drive growth in same store sales and EBITDA margin
improvement to 15.7% in 2015 from 9.7% in 2007.

Zale, which had underperformed historically, was in a turnaround
mode since 2010 and turned profitable in 2013 on a net income basis
on EBITDA of $76 million or EBITDA margin of 4%. Fitch expects
Zale's adjusted EBITDA margin to improve to the high single digit
range by 2018.

Debt Notching and Treatment of Hybrid Security

Fitch has downgraded the existing $400 million senior unsecured
notes at Signet UK Finance plc to 'BB/RR4' from 'BB+/RR4',
indicating average recovery prospects. The ratings on the senior
unsecured notes reflect the consolidated credit profile of Signet.
Signet and certain subsidiaries of Signet fully and unconditionally
guarantee the payment obligations of Signet UK Finance plc's notes.
The notes are pari passu with all the existing and future unsecured
and unsubordinated obligations at Signet and certain subsidiaries
of Signet.

In 2016, the company received a $625 million convertible preferred
investment by Leonard Green, with proceeds deployed toward share
repurchase. Fitch has given 0% equity credit to the $625 million of
convertible preferred securities. Permanence in the capital
structure -- in this case permanence of the convertible preferreds
-- is necessary for equity credit recognition. Fitch has taken a
view that these securities are not conducive to maintaining them as
a permanent part of the capital structure, with the main purpose to
support the company's stock price. Fitch would expect the company
to refinance the convertibles with debt over the medium term.

Fitch has downgraded the convertible securities to 'B+/RR6' from
'BB-/RR6', two notches below the IDR to reflect their subordination
in the capital structure.

KEY ASSUMPTIONS

-- In 2017, Fitch expects Signet's topline to be down around 2% to
4% to the $6.2 billion range on a 3% to 5% comps decline, mitigated
by the benefit of a 53rd week of operations. Assuming comps trends
stabilize by the end of 2017, sales in 2018 could be flattish and
grow in the low-single digits thereafter.

-- Fitch expects 2017 EBITDA (before the impact of the credit
operations transactions) to decline to the $900 million range from
$1 billion in 2016 on comps declines and fixed-cost deleverage.
Assuming the credit operations transactions close by the end of
2017, Fitch projects 2018 EBITDA could be negatively impacted by
around $100 million. On a pro forma basis, EBITDA is expected to
stabilize in 2018 around $825 million on flattish comps, and
increase to $900 million thereafter.

-- Fitch expects FCF in 2017 (before the impact of the credit
operations transactions) to be in the $250 to $300 million range,
compared with $325 million in 2016. Annual FCF beginning 2018 could
be around $300 million as the loss of financing-related income is
mitigated by lower growth in receivables.

-- Fitch expects that adjusted leverage on a consolidated basis
will be 4.4x in 2017 (before the impact of the credit operations
transactions), modestly higher than the 4.0x average since the Zale
acquisition. Assuming the receivables sale is consummated at the
end of 2017, adjusted leverage in 2018 could modestly decline to
around 4.1x as the lost financing EBITDA is mitigated by $600
million of debt paydown. Leverage could decline modestly thereafter
on EBITDA growth, assuming sales stabilize.

RATINGS SENSITIVITIES

A positive rating action could result from an updated financial
policy and better than expected top-line and profitability trends,
which together would lead to adjusted leverage being sustained
under 4x.

A negative rating action could result from the company's inability
to stabilize comps and pro forma EBITDA, yielding adjusted leverage
trending above 4.5x over the medium term.

LIQUIDITY

Signet had $99.7 million in cash and equivalents at the end of the
first quarter of 2017, borrowings of approximately $63 million
under its $700 million unsecured revolving credit facility, and a
fully drawn $600 million asset-backed securitization facility. The
company has generated positive free cash flow (FCF) over the past
several years (adjusting for one-time Zale integration expenses),
and annual FCF is expected to remain positive.

FULL LIST OF RATING ACTIONS

Fitch has downgraded Signet's ratings:

Signet Jewelers Limited (Signet):
-- Long-Term IDR to 'BB' from 'BB+';
-- Convertible preferred securities 'B+/RR6'.

Signet UK Finance plc:
-- Guaranteed senior unsecured debt securities to 'BB/RR4' from
   'BB+/RR4'.

The Rating Outlook is Stable.


SMART MODULAR: Moody's Hikes CFR to B3, Outlook Positive
--------------------------------------------------------
Moody's Investors Service upgraded SMART Modular Technologies
(Global), Inc.'s ratings: Corporate Family Rating ("CFR") to B3
from Caa1, Probability of Default Rating ("PDR") to B3-PD from
Caa1-PD, Senior Secured Term Loan due August 2019 ("Term Loan")
rating to B3 from Caa1, Senior Secured Revolver due August 2019
("Revolver") to B1 from B2, and assigned a Speculative Grade
Liquidity ("SGL") rating of SGL-3. The outlook is positive.

The upgrade to the ratings reflects SMART's planned repayment of
$61 million of the $216 million outstanding on the Term Loan to be
completed on June 2nd, which will reduce leverage by about one turn
to the upper two times level of debt to EBITDA (Moody's adjusted,
latest twelve months ended February 26, 2017, proforma for the debt
repayment). The repayment is being funded using proceeds of SMART's
initial public offering ("IPO") of about 28% of the company on May
23rd. The outlook was raised to positive reflecting Moody's
expectation for improving financial performance and that over the
next three months SMART will refinance the Amended and Restated
Credit Agreement dated November 5, 2016 ("ACRA"), which governs the
Revolver and Term Loan, resulting in a lower interest rate and a
more favorable debt amortization schedule. This concludes the
review for upgrade initiated on May 11, 2017.

RATINGS RATIONALE

The B3 CFR reflects the weak, though improving, Brazilian economy,
and the cyclical nature of SMART's end markets, which results in
high volatility of both revenues and free cash flow ("FCF"). The
rating also reflects SMART's modest revenue scale relative to the
large global competitors in the DRAM memory module business and
customer concentration, with the top three customers accounting for
44% of revenues.

Still, with the partial repayment of the Term Loan, which will
reduce debt to EBITDA to the upper two times level (Moody's
adjusted, latest twelve months ended February 26, 2017), Moody's
expects debt to EBITDA (Moody's adjusted) to decline towards the
mid two times level over the next six to nine months. Moody's
expects that SMART will generate increasing FCF due to the reduced
interest expense and the strengthening of end market demand for
computer equipment in Brazil driven by the recovering Brazilian
economy and increases in Brazilian local content tax incentives,
which should increase demand for SMART's mobile memory used in
smartphones sold in Brazil.

Moreover, SMART benefits from a leading market position in the
Brazilian memory market, which accounts for about 45% of revenues.
SMART's market position is supported by the Brazilian government's
local-content tax incentives, which encourage local semiconductor
manufacturing and R&D investments. This gives SMART an advantage
over global competitors that lack local DRAM integrated circuit
packaging and memory module manufacturing operations. SMART's
specialty memory business adds stability to the revenue base, as
this business provides products for markets that tend to have
longer product life cycles based on trailing-edge technologies, and
thus provides SMART with a base of low-growth, though consistent,
revenues and FCF.

The positive outlook reflects Moody's expectation that the EBITDA
margin (Moody's adjusted) will improve toward 11%, as SMART
benefits from the increasing local content incentives for the use
of smartphone memory components made in Brazil and continued
recovery in the Brazilian computer market, which should drive
demand for SMART's DRAM modules. Given this increasing EBITDA,
Moody's expects leverage to improve, with debt to EBITDA (Moody's
adjusted) declining toward the low to mid 2x level and FCF steadily
increasing over the next year. The positive outlook also reflects
an expectation that SMART will refinance the ACRA on favorable
terms and that revenues will increase towards $750 million over the
next 18 months. .

The rating could be upgraded if:

* the EBITDA margin improves toward 11% (Moody's adjusted),
reflecting the benefit of increasing Brazilian local content
incentives, and

* SMART generates increasing FCF and an improved liquidity profile,
and

* SMART refinances the ACRA on favorable terms

The rating could be downgraded if:

* If SMART's financial condition deteriorates such that SMART
consumes cash, leading to a material weakening of liquidity

The Revolver and Term Loan are guaranteed by SMART and certain
subsidiaries (excluding SMART's Malaysian subsidiary), including
the subsidiaries in Brazil that are engaged in the memory business.
The Revolver and Term Loan are secured by a first-lien pledge on
the assets of the guarantors and a pledge of the equity interest in
SMART and certain subsidiaries, including SMART's Malaysian
subsidiary.

While the lenders benefit from a first priority security interest
in the assets of its Brazilian operating subsidiaries, enforcing
guarantees and establishing claims over non-US collateral could be
time consuming and challenging, which could result in the erosion
in value of the realized collateral. To reflect this anticipated
challenge in enforcing claims in Brazil, and the exclusion of the
Malaysian subsidiary from the pool of guarantors, the ratings of
the Revolver and Term Loan reflect a one-notch downward override
from the LGD model implied rating.

Moody's rates the Revolver B1 and the Term Loan B3, since the
credit agreement stipulates that proceeds from the collateral will
be used first to repay the Revolver borrowings before any payments
are made on the Term Loan. This effectively renders the Term Loan
subordinated to the Revolver in the capital structure, although
both the Revolver and the Term Loan are secured by a first-lien
pledge on the same collateral. The company's overseas restricted
subsidiaries provide a negative pledge precluding them from raising
a material amount of debt at the overseas operations.

The SGL-3 Speculative Grade Liquidity rating reflects SMART's
adequate liquidity. Moody's expects SMART will keep at least $5
million of cash and will generate free cash flow ("FCF") of at
least $5 million over the next 12 months. External liquidity is
provided by the $50 million Revolver, which Moody's expects will
remain undrawn.

Assignments:

Issuer: SMART Modular Technologies (Global), Inc.

-- Speculative Grade Liquidity, assigned SGL-3

Upgrades:

Issuer: SMART Modular Technologies (Global), Inc.

-- Corporate Family Rating, upgraded to B3 from Caa1

-- Probability of Default Rating, upgraded to B3-PD from Caa1-PD

-- Senior Secured Term Loan, upgraded to B3 (LGD3) from Caa1
    (LGD3)

-- Senior Secured Revolver, upgraded to B1 (LGD2) from B2 (LGD2)

Outlook Actions:

Issuer: SMART Modular Technologies (Global), Inc.

-- Outlook, Positive

SMART Modular Technologies (Global), Inc, a Cayman Islands exempted
company, is a leading independent manufacturer of memory modules,
embedded flash products and solid state drives (SSDs) for Original
Equipment Manufacturers (OEMs). Its products are used in a variety
of applications in the computing, networking, communications,
printers, storage and industrial markets. About 28% of the
company's equity is publicly-traded, with the remaining equity
owned by affiliates of private equity firm Silver Lake Partners and
management.

The principal methodology used in these ratings was Semiconductor
Industry Methodology published in December 2015.


SOLID LANDINGS: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Affiliated debtors that filed Chapter 11 bankruptcy petitions:

   Debtor                                         Case No.
   ------                                         --------
   Solid Landings Behavioral Health, Inc.         17-12213
   2900 Bristol Street, Suite B-300
   Costa Mesa, CA 92626

   Cedar Creek Recovery, Inc.                     17-12218

   EMS Toxicology                                 17-12221

   Silver Rock Recovery                           17-12222

   Sure Haven, Inc.                               17-12223

Business Description: Solid Landings Behavioral Health --
                  http://www.solidlandingsbehavioralhealth.com--  

                  is a private, for-profit corporation located in
                  Costa Mesa, California.  Solid Landings
                  Behavioral Health was founded on the fundamental
                  principles of commitment, quality care, and
                  individualized recovery programs for men and
                  women.  Programs under Solid Landings Behavioral
                  Health are certified and licensed by the
                  California Department of Health Care Services
                  (DHCS).

Chapter 11 Petition Date: June 1, 2017

Court: United States Bankruptcy Court
       Central District of California (Santa Ana)

Judge: Hon. Catherine E. Bauer

Debtors' Counsel: David L. Neale, Esq.
                  LEVENE, NEALE, BENDER, YOO & BRILL LLP
                  10250 Constellation Blvd Ste 1700
                  Los Angeles, CA 90067
                  Tel: 310-229-1234
                  Fax: 310-229-1244
                  E-mail: dln@lnbyb.com

                    - and -

                  Juliet Y Oh, Esq.
                  LEVENE, NEALE, BENDER, YOO & BRILL LLP
                  10250 Constellation Blvd Ste 1700
                  Los Angeles, CA 90067
                  Tel: 310-229-1234
                  E-mail: jyo@lnbrb.com

Total Assets: $63,070

Total Debt: $10.87 million

The petitions were signed by Katie S. Goodman, chief restructuring
officer.

A full-text copy of Solid Landings Behavioral Health's petition is
available for free at:

        http://bankrupt.com/misc/cacb17-12213.pdf

Solid Landings Behavioral Health's List of 20 Largest Unsecured
Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Morgan, Lewis & Bockius LLP        Legal Services       $177,801

NexTraq                               Services          $136,892

Jacks Properties I, LLC              Unpaid Rent         $56,637

Valeo Resources, LLC                  Settlement         $50,000

Jackson Lewis P.C.                 Legal Services        $31,724

Michelman & Robinson LLP           Legal Services        $25,136

Herr Pedersen & Berglund LLP       Legal Services        $25,000

Peterson Law Group                 Legal Services        $21,935

Vertebrae                             Services           $14,846

Gelber Schachter & Greenberg       Legal Services        $13,197

SYG Health Systems Inc.               Services            $9,000

Rutan & Tucker, LLP                Legal Services         $5,424

Live 4 Recovery                       Marketing           $5,000
                                      Services

Palmieri Tyler                     Legal Services         $2,200

LeClairRyan                        Legal Services         $1,542

BSJZ Law                           Legal Services         $1,500

Paul Mazdiyasni                      Unpaid Rent            $900

Tracy L. Allen                     Legal Services           $518

Advanced IT Management Inc.           Services                $0

Alvarado, Smith & Sanchez          Legal Services             $0


SOUTHWESTERN ENERGY: Egan-Jones Upgrades Sr. Unsec. Ratings to BB-
------------------------------------------------------------------
Egan-Jones Ratings, on May 17, 2017, raised the local currency and
foreign currency senior unsecured ratings on debt issued by
Southwestern Energy Co to BB- from B+.

Southwestern Energy is an oil and natural gas company based in
Houston, Texas.


SOUTHWESTERN STEEL: Unsecureds to Get One-Time Full Payment
-----------------------------------------------------------
General unsecured creditors of Southwestern Steel & Supply Co Inc.
will receive a one-time payment in full on the effective date of
its Chapter 11 plan of reorganization, according to court filings.


An earlier version of the plan had proposed to pay general
unsecured creditors 100% of their claims by making monthly payments
over a period of 78 months.

Southwestern Steel believes that there are no risks to creditors
since it has "secured superpriority financing" for $300,000 to make
full payments to all creditors, according to the company's latest
disclosure statement filed on May 23 with the U.S. Bankruptcy Court
in Arizona.

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

                       https://is.gd/5goQaX

                    About Southwestern Steel

Based in Yuma, Arizona, Southwestern Steel & Supply Co., Inc. has
been in the business of steel fabrication and erection since 1964.
  
The Debtor filed a Chapter 11 petition (Bankr. D. Ariz. Case No.
14-06520) on April 30, 2014.  The Debtor listed total assets of
$1.09 million and liabilities of $280,357.  John T. Beltran,
president signed the petition.

Judge Brenda Moody Whinery presides over the case.  The Debtor is
represented by the Law Office of Phil Hineman, P.C.


SPD LLC: Allowed to Continue Using Cash Collateral Through Sept. 1
------------------------------------------------------------------
Judge Thomas L. Perkins of the U.S. Bankruptcy Court for the
Central District of Illinois issued a Second Order authorizing SPD,
LLC, a/k/a SPD Next, LLC, to use the cash collateral of South Side
Trust and Savings Bank in order to continue operating its five
single family homes for the time period from May 1 to Sept. 1,
2017.

This matter will be set for a telephonic status hearing to be held
upon the Debtor's request for such hearing prior to Sept. 8, 2017.

South Side Trust is granted replacement liens upon the five single
family homes that are subject to South Side Trust's mortgage lien
and all the revenues, profits and avails generated therefrom
post-petition that will have the same validity, extent and priority
as the liens held by the South Side Trust on Petition Date.

Further, the Debtor is directed to pay adequate protection payments
to South Side Trust in the amount of $1,000 for the months of
April, May, June, July and August, 2017.  The Debtor, or its
principal Fulton Bouldin, is also directed to pay the first
installment of 2016, real estate taxes for the five single family
homes on or before the June 6, 2017 due date as an additional
adequate protection payment.

A full-text copy of the Order, dated May 30, 2017, is available at
https://is.gd/U5ocVs

                         About SPD LLC

SPD, LLC, formerly known as SPD Next LLC, filed a Chapter 11
bankruptcy petition (Bankr. C.D. Ill Case No. 16-81454) on Oct. 11,
2016.  The petition was signed by Fulton L. Bouldin, manager and
sole member.  The Debtor estimated assets and liabilities at $1
million to $10 million at the time of the filing.  

The case is assigned to Judge Thomas L. Perkins.

The Debtor tapped Karen J. Porter, Esq., at Porter Law Network, as
bankruptcy counsel.  The Debtor hired Coldwell Banker Commercial
Devonshire Realty as its real estate broker that will assist the
Debtor in the marketing and sale of its apartment located at
100-130 N. McReynolds Court and 831-841 West Hurlburt Street,
Peoria, Illinois.

No trustee or creditors' committee has been appointed.


SPECTRUM HEALTHCARE: Allowed to Continue Using Cash Collateral
--------------------------------------------------------------
Judge James J. Tancredi of the U.S. Bankruptcy Court for the
District of Connecticut issued a ninth order granting Spectrum
Healthcare LLC, and its debtor-affiliates interim authorization to
use the cash collateral.

The Debtors' secured creditors are: (1) MidCap Funding IV LLC, as
assignee of MidCap Financial, LLC; (2) CCP Finance I, LLC, as
assignee of Nationwide Health Properties, LLC, as Lender under the
NHP Loan; (3) CCP Park Place 7541 LLC and CCP Torrington 7542 LLC,
as agents for NHP with respect to the NHP Lease; (4) Love Funding
Corporation; (5) the Secretary of Housing and Urban Development, as
additional secured party with LFC; and (6) the State of Connecticut
Department of Revenue Services.

The Debtors are authorized to pay only their current expenses as
reflected in the budget, which Budget will include payment of
$10,000 per week in rent to the CCP Landlords. However, Spectrum
Manchester Realty or its assignee, MidCap Funding, as the case may
be, and the CCP Landlords reserve the right to assert any accrued
but unpaid rent or other lease obligations owed or to become owed
to them, respectively, as administrative expense claims. Such
Administrative Rent Claims will be subordinate to any unpaid,
non-professional administrative expenses at the conclusion of the
sale process contemplated by the Order or any wind down process
that may occur in these cases, except, to the extent of $6,000 per
week of rent for each of the CCP Landlords and Spectrum Manchester
Realty or its assignee, MidCap Funding, as the case may be, as to
such subordination.

All collections will continue to be paid into the Collection
Accounts, and the funds in the Collection Accounts will be swept,
each business day, into the Payment Accounts. Such Funds will
continue to constitute cash collateral and will not be applied by
MidCap Funding to the Revolver, however, the Funds will be promptly
remitted to the Debtors' operating accounts for use in connection
with their operations.

The Debtors are authorized to adequately protect MidCap Funding,
CCP Finance, CCP Park Place, Love Funding, the HUD, and the DRS
by:

     (a) granting them replacement liens on the Collection Accounts
and the debtor-in-possession accounts of the Debtors, subject to
the Exclusion and Carve-Out, to the same extent and with the same
validity, enforceability and priority as the MidCap Prepetition
Liens, the NHP Prepetition Liens, the CCP Landlords' Prepetition
Liens and the LFC Prepetition Liens (along with HUD's lien as
additional secured party) had (and after application of the terms
and conditions of the NHC Intercreditor Agreement and the LFC
Intercreditor Agreement) against the Debtors' deposit accounts and
other assets prior to the Petition Date; and

     (b) making weekly adequate protection payments of $5,000 to
Midcap Funding. Such payments will be applied to the principal of
the MidCap Prepetition Obligations, but may be recharacterized as
payments of interest (along with reasonable fees, costs, or other
charges.

Excluded from the liens and interests held by the Secured Creditors
in property of the Debtors' bankruptcy estates, including any
replacement lien granted by the Order will be:

     (a) any lien on or interest in the Debtors' claims, causes of
claim or proceeds from avoidance actions, and

     (b) a carve-out for payment of the Debtors' professional fees
in the amount of $225,000 and for payment of the professionals of
any Committee appointed in the Bankruptcy Cases in the amount of
$75,000.

The Secured Parties are each granted an additional replacement lien
in cash collateral, Accounts including without limitation,
health-care insurance receivables and governmental healthcare
receivables and all proceeds thereof whether deposited in the
Collections Accounts, any payment account or elsewhere, and other
collateral in which each of the Secured Parties held a security
interest prepetition, to the extent of any diminution of the value
of the prepetition security interest, tax lien or set-off or
recoupment rights the Secured Parties may claim in the Cash
Collateral Accounts or other collateral (including accounts
receivable) for the MidCap Prepetition Obligations, the NHP
Prepetition Obligations, the CCP Landlords' Prepetition Obligations
or the LFC Prepetition Obligations.

To the extent that the adequate protection provided to MidCap, the
CCP Landlords, as agents for NHP, or CCP Finance proves to be
inadequate, such claim will constitute an allowed administrative
expense claim against each of the Debtors on a joint and several
basis with priority over all other administrative claims in the
Bankruptcy Cases.

The further hearing on the continued use of cash collateral will be
held on June 29, 2017 at 12:00 p.m.

A full-text copy of the Ninth Order, dated May 30, 2017, is
available at https://is.gd/210pSX

                    About Spectrum Healthcare

Spectrum Healthcare, LLC, and its affiliates sought protection
under Chapter 11 of the Bankruptcy Code (Bankr. D. Conn. Case Nos.
16-21635 to 16-21639) on Oct. 6, 2016.  The petitions were signed
by Sean Murphy, chief financial officer.

The Debtors are represented by Elizabeth J. Austin, Esq., Irve J.
Goldman, Esq., and Jessica Grossarth, Esq., at Pullman & Comley,
LLC. Blum, Shapiro & Co., P.C. serves as their accountant and
financial advisor.

At the time of filing, the Debtors listed these assets and
liabilities:

                                          Total        Estimated
                                          Assets      Liabilities
                                        ----------    -----------
Spectrum Healthcare                     $282,369      $500K-$1M
Spectrum Healthcare Derby               $2,068,467      $1M-$10M
Spectrum Healthcare Hartford            $4,188,568        N/A
Spectrum Healthcare Manchester, LLC     $2,729,410        N/A
Spectrum Healthcare Torrington, LLC     $3,321,626        N/A

Spectrum Healthcare and its affiliates previously filed Chapter 11
petitions (Bankr. D. Conn. Case No. 12-22206) on Sept. 10, 2012.

William K. Harrington, the United States Trustee for the District
of Connecticut, appointed Nancy Shaffer, M.A., a member of the
Connecticut Long Term Care Ombudsman's Office, as the Patient Care
Ombudsman for Spectrum Healthcare Derby, LLC, Spectrum Healthcare
Hartford, LLC, Spectrum Healthcare Manchester, LLC, and Spectrum
Healthcare Torrington, LLC.


SPI ENERGY: Falls Short of Nasdaq Minimum Bid Price Requirement
---------------------------------------------------------------
SPI Energy Co., Ltd. received a notification letter from the
Listing Qualifications Department of The Nasdaq Stock Market Inc.
on May 25, 2017, notifying the Company that the minimum bid price
per American depositary share, each representing ten ordinary
shares of the Company, was below $1.00 for a period of 30
consecutive business days and that the Company did not meet the
minimum bid price requirement set forth in Rule 5450(a)(1) of the
Nasdaq Listing Rules.  The Nasdaq notification letter does not
result in the immediate delisting of the Company's securities.

Pursuant to Rule 5810(c)(3)(A) of the Nasdaq Listing Rules, the
Company has a compliance period of 180 calendar days, or until Nov.
21, 2017, to regain compliance with Nasdaq's minimum bid price
requirement.  If at any time during the Compliance Period, the
closing bid price per ADS is at least $1.00 for a minimum of 10
consecutive business days, Nasdaq will provide the Company a
written confirmation of compliance and the matter will be closed.

In the event that the Company does not regain compliance by Nov.
21, 2017, the Company may transfer to the Nasdaq Capital Market
where, subject to the determination by the staff of Nasdaq, it may
be eligible for an additional 180 calendar day compliance period if
it meets the initial listing requirements, with the exception of
bid price, of the Nasdaq Capital Market, and provides written
notice to Nasdaq of its intention to cure the deficiency.

                  About SPI Energy Co., Ltd.

SPI Energy Co., Ltd. is a global provider of photovoltaic (PV)
solutions for business, residential, government and utility
customers and investors.  SPI Energy focuses on the downstream PV
market including the development, financing, installation,
operation and sale of utility-scale and residential solar power
projects in China, Japan, Europe and North America.  The Company
operates an innovative online energy e-commerce and investment
platform, www.solarbao.com, which enables individual and
institutional investors to purchase innovative PV-based investment
and other products; as well as www.solartao.com, a B2B e-commerce
platform offering a range of PV products for both upstream and
downstream suppliers and customers.  The Company has its operating
headquarters in Hong Kong and maintains global operations in Asia,
Europe, North America and Australia.

For additional information, please visit: www.spisolar.com,
www.solarbao.com or www.solartao.com.

SPI Energy reported a net loss of $185 million on $191 million of
net sales for the year ended Dec. 31, 2015, compared to a net loss
of $5.19 million on $91.6 million of net sales for the year ended
Dec. 31, 2014.  As of Dec. 31, 2015, SPI Energy had $710 million in
total assets, $493 million in total liabilities and $216.6 million
in total stockholders' equity.

KPMG Huazhen LLP, in Shanghai, China, issued a "going concern"
qualification on the consolidated financial statements for the year
ended Dec. 31, 2015, citing that SPI Energy Co., Ltd., and its
subsidiaries have suffered significant losses from operations and
have a negative working capital as of Dec. 31, 2015.  In addition,
the Group has substantial amounts of debts that will become due for
repayment in 2016.  The auditors said these factors raise
substantial doubt about the Group's ability to continue as a going
concern.


SPI ENERGY: Will Sell UK Solar Project to Capital Stage AG
----------------------------------------------------------
SPI Energy Co., Ltd., a global clean energy market place for
business, residential, government and utility customers and
investors, announced that its wholly-owned subsidiary, SPI
China(HK) Limited, has entered into an agreement to sell the entire
issued share capital of Todderstaffe Solar Limited ("Todderstaffe
Farm"), which holds a solar project in the United Kingdom with the
capacity of approximately 4.5 megawatts (MW), to the SDAX-listed
Capital Stage AG, Germany's largest independent solar park
operator.

The Todderstaffe Farm solar project is located in Poulton,
Lancashire.  The project commenced construction in January, 2017
and was connected to the grid end of March 2017.  The Todderstaffe
Farm solar project is eligible to receive Renewables Obligation
Certificates (ROCs) at 1.2 ROCs/MWh under the UK’s Renewables
Obligation (RO) scheme.

"We are delighted to work with valuable partner Capital Stage,
Germany's largest independent solar park operator and a leading
clean energy investor on the sale of Todderstaffe Farm solar
project," said Xiaofeng Peng, chairman and chief executive officer
of SPI Energy.  "The success of this transaction is another
testament to the quality of our solar farm projects and the growing
track record of delivering bankable solar power solutions in the UK
market."

Holger Gotze, COO at Capital Stage, said, "We are very pleased to
work with SPI Energy on the Todderstaffe Farm solar power project,
which gave us the opportunity to acquire an attractive and high
quality solar park that will add to our already existing clean
energy investments in the UK.  With the new acquisition our
generating capacity in the UK will increase to over 90 MW in
total."

                   About Capital Stage AG

Capital Stage AG is listed on the SDAX of the Deutsche Borse
(German stock exchange) and is Germany's largest independent solar
park operator.  The core business is the acquisition and operation
of solar parks and (onshore) wind farms.  Capital Stage also offers
professional investors attractive opportunities to invest in
renewable energy plants.  Capital Stage has become one of the
leading independent European power producers (IPP) with a total of
161 solar parks and 47 wind farms summing up to a generation
capacity of almost 1.3 GW in Germany, Denmark, Austria, Italy,
France, Finland, the United Kingdom and Sweden.

                 About SPI Energy Co., Ltd.

SPI Energy Co., Ltd. is a global provider of photovoltaic (PV)
solutions for business, residential, government and utility
customers and investors.  SPI Energy focuses on the downstream PV
market including the development, financing, installation,
operation and sale of utility-scale and residential solar power
projects in China, Japan, Europe and North America.  The Company
operates an innovative online energy e-commerce and investment
platform, http://www.solarbao.com/, which enables individual and
institutional investors to purchase innovative PV-based investment
and other products; as well as http://www.solartao.com/, a B2B
e-commerce
platform offering a range of PV products for both upstream and
downstream suppliers and customers.  The Company has its operating
headquarters in Hong Kong and maintains global operations in Asia,
Europe, North America and Australia.

SPI Energy reported a net loss of $185 million on $191 million of
net sales for the year ended Dec. 31, 2015, compared to a net loss
of $5.19 million on $91.6 million of net sales for the year ended
Dec. 31, 2014.  

As of Dec. 31, 2015, SPI Energy had $710 million in total assets,
$493 million in total liabilities and $216.6 million in total
stockholders' equity.

KPMG Huazhen LLP, in Shanghai, China, issued a "going concern"
qualification on the consolidated financial statements for the year
ended Dec. 31, 2015, citing that SPI Energy Co., Ltd., and its
subsidiaries have suffered significant losses from operations and
have a negative working capital as of Dec. 31, 2015.  In addition,
the Group has substantial amounts of debts that will become due for
repayment in 2016.  The auditors said these factors raise
substantial doubt about the Group's ability to continue as a going
concern.


STARR PASS: Disclosure Statement Hearing on July 28
---------------------------------------------------
The U.S. Bankruptcy Court for the District of Arizona is set to
hold a hearing on July 28, at 11:00 a.m., to consider approval of
the disclosure statement, which explains the Chapter 11 plan of
reorganization for Starr Pass Residential, LLC.

The hearing will take place at the U.S. Courthouse and Federal
Building, Courtroom 301, 230 N. First Avenue, Phoenix, with video
conference available from the Tucson Bankruptcy Courthouse,
Courtroom 206, 38 S. Scott Avenue, Tucson.  

Objections to approval of the disclosure statement must be filed no
later than five business days prior to the hearing.

                  About Starr Pass Residential

Starr Pass Residential LLC filed a Chapter 11 bankruptcy petition
(Bankr. D. Ariz. Case No. 14-09117) on June 12, 2014.  Christopher
Ansley signed the petition as authorized officer.  Gust Rosenfeld,
P.L.C., serves as the Debtor's counsel.  The Debtor disclosed total
assets of $7.40 million and liabilities of $146 million.

The bankruptcy case was reassigned to Judge Eileen W. Hollowell
after Judge Brenda Moody Whinery recused herself from hearing any
matter on the case.

An official committee of unsecured creditors has not yet been
appointed.


STEPHCHRIS OF MISSOURI: Full Payment in 45 Months for Unsecureds
----------------------------------------------------------------
StephChris of Missouri, LLC, filed with the U.S. Bankruptcy Court
for the Eastern District of Missouri a small business first amended
combined plan of reorganization and disclosure statement.

The amended plan changes the treatment of Class 2a Secured Claims
and Class 4 General Unsecured Claims.

Class 2a Secured Claims (Midwest Regional Bank) will now be paid in
full no later than Sep. 27, 2036, at an interest rate of 2.75% over
the Prime Rate.  The previous plan proposed to pay this class in
full amortized over 30 years at 5% fixed interest with a balloon
payment after 15 years.

Class 4 general unsecured claims will now be paid pro rata share of
available cash quarterly commencing after payment of Section 1930
claims, administrative expense claims, and convenience claims in
full.

Based upon Debtor's projections, the Debtor estimates that holders
of General Unsecured Claims will be fully paid in approximately 45
months.

The previous plan asserted that holders of general unsecured claims
will receive a total distribution of approximately 68% of their
allowed claims during the three-year term plan.

The Debtor believes its projections to be conservative, as revenue
for the first four months of 2017 grew at 7% over 2016 rather than
the 5.5% rate assumed in the projections.

A copy of the Amended Disclosure Statement is available at:

     http://bankrupt.com/misc/moeb16-45026-78.pdf

               About StephChris of Missouri LLC

StephChris of Missouri, LLC, a retail Dairy Queen operator, filed
a
Chapter 11 petition (Bankr. E.D. Mo. Case No. 16-45026) on July
15,
2016.  The petition was signed by Brian D. Brown, managing member.

The case is assigned to Judge Kathy A. Surratt-States. The Debtor
estimated total assets and total debts at more than $1 million at
the time of the filing.


STRONGHOLD ASSET: Hires New Wealth as Real Estate Broker
--------------------------------------------------------
Stronghold Asset Management, LLC seeks authorization from the U.S.
Bankruptcy Court for the Central District of California to employ
New Wealth Real Estate, Inc. as real estate professional, nunc pro
tunc to January 1, 2017.

The Debtor desires to employ New Wealth, its members, and
associates, as real estate professionals, to serve and provide
guidance and representation of the Estate in selling real property
of the Estate, at the expense of the Estate.

The Debtor entered into a Residential Listing Agreement with New
Wealth, through which New Wealth listed for sale the real property
located at 5021 Topeka Drive, Tarzana, CA 91356 (APN
2176-009-005)(the "Real Property") with a listing price of
$2,175,000.

New Wealth will be reimbursed for reasonable out-of-pocket expenses
incurred.

Zoya Vladimirskaya, real estate agent of New Wealth, assured the
Court that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtor and its estate.

New Wealth can be reached at:

       Zoya Vladimirskaya
       NEW WEALTH REAL ESTATE, INC.
       5445 Sylvia Avenue
       Tarzana, CA 91356
       Tel: (213) 841-9437
       E-mail: zoya36@aol.com

                      About Stronghold Asset

Stronghold Asset Management Corp. sought protection under Chapter
11 of the Bankruptcy Code (Bankr. C.D. Calif. Case No. 16-11961)
on July 6, 2016.  The petition was signed by Edward Akselrod,
chief executive officer.  

The case is assigned to Judge Maureen Tighe.

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



SUPERIOR INDUSTRIES: Moody's Assigns B2 Corporate Family Rating
---------------------------------------------------------------
Moody's Investors Service assigned ratings to Superior Industries
International, Inc. including a Corporate Family Rating ("CFR") and
a Probability of Default Rating at B2 and B2-PD, respectively. In a
related action Moody's assigned a B1 rating to Superior's proposed
first lien senior secured credit facilities, including a $160
million revolving credit and a $400 million term loan; and a Caa1
rating to the proposed EUR240 million senior unsecured note. The
Speculative Grade Liquidity Rating is SGL-3. The rating outlook is
stable.

The rating action follows Superior's announcement that 92.3% of the
outstanding shares of UNIWHEELS AG ("Uniwheels") have been validly
tendered in support of Superior's previously announced agreement to
acquire Uniwheels. In the tender offer, UNIWHEELS Malta Holdings,
Uniwheels' controlling shareholder, tendered approximately 61.3% of
Uniwheels common shares. The aggregate equity purchase price,
assuming all outstanding shares are tendered, is anticipated to be
approximately $778 million. The transaction will be funded through
a combination of $675 million of debt, $150 million of preferred
equity, and balance sheet cash. The preferred equity will be
purchased by TPG Growth, an equity investment platform of TPG, a
global private investment firm. The transaction has been approved
by the Boards of Directors of Superior and UNIWHEELS Malta
Holdings. The settlement of the transaction occurred on May 30,
2017.

Uniwheels is one of the leading manufacturers of aluminum wheels
for passenger cars and light-duty vehicles in Europe and a
technology leader worldwide in the aluminum wheel industry.
Uniwheels is the third largest European supplier of OEM wheels for
the automotive industry as well as the market-leading manufacturer
of alloy wheels for the aftermarket in Europe. Revenue in 2016 was
EUR464.1 million.

Ratings Assigned:

Superior Industries International, Inc.

Corporate Family Rating, B2;

Probability of Default, B2-PD;

$160 million first lien senior secured revolving credit facility,
B1 (LGD3);

$400 million first lien senior secured term loan B facility, B1
(LGD3);

EUR240 million senior unsecured notes, Caa1 (LGD5);

Speculative Grade Liquidity Rating, SGL-3;

Outlook: Stable.

RATINGS RATIONALE

Superior's B2 Corporate Family Rating incorporates the company's
uneven operating performance, resulting high pro forma leverage;
and expected weak near-term free cash flow generation following the
acquisition of Uniwheels. Superior has experienced growth in
operating income over the recent years, supported by increasing
volumes. Yet, operating inefficiencies over the past several
quarters have adversely impacted results. This performance combined
with the high purchase multiple consideration for Uniwheels (about
10.5x 2016's EBITDA ) results in a high pro forma Debt/EBITDA
leverage of about 4.8x (inclusive of Moody's standard adjustments).
With the elimination of certain one-time items, expected synergies,
and run-rate improvement, management expects Debt/EBITDA leverage
to improve to about 3.7x over-the intermediate term. However, this
targeted leverage, is already challenged by Superior's weak first
quarter 2017 operating performance. Further, Moody's believes the
incremental capital expenditures needed to support business growth
will drive weak free cash flow generation over the next 12- 15
months. That said, Moody's also believes several positive aspects
will result from the acquisition of Uniwheels over the
intermediate-term including increased regional and customer
diversification, the opportunity for further operating efficiencies
(as Uniwheel's operation are more profitable), and cross-selling
opportunities.

The stable rating outlook reflects Moody's expectation that
gradually improving operations within Superior's base business
along strong profitability from the Uniwheels business will support
improving profitability over the intermediate-term. Yet, plateauing
global automotive demand may temper the company's growth prospects
resulting only in modest Debt/EBITDA leverage improvement over the
near-term.

Following the transaction, Superior is anticipated to have an
adequate liquidity profile over the next 12-15 months-term
supported by a $160 million revolving credit facility. Pro forma
for the transaction, Superior is estimated to have about $10
million of cash on hand. The proposed $160 million revolving credit
facility is expected to have ample availability after about $5
million of usage to support the transaction. Free cash flow
generation over the near-term is expected to be break--even before
the payment of preferred dividends, which may be deferred at the
company's option. In addition, higher capital expenditures to
support a new paint line, higher inventory costs to replenish
depleted levels, and ongoing dividends are likely to reduce the
company's cash levels over the next 12-15 months. The financial
maintenance covenant for the senior secured revolving credit
facility is expected to be a maximum consolidated total net
leverage ratio test which is not expected to trigger over the next
12-18 months. The term loan will not have financial maintenance
covenants.

Superior's ratings could be upgraded or the outlook changed to
positive if the company continues to improve its base business
operations and successfully integrates the Uniwheels acquisition.
Higher ratings could arise if Debt/EBITDA approaches 3.5x and
EBITA/Interest over 3.0x on a run rate basis.

Superior's ratings could be downgraded if the company is unable to
improve its base business operations, unsuccessfully integrates the
Uniwheels acquisition, or if conditions in the automotive industry
deteriorate. Lower ratings could arise if EBITA/interest expense is
expected to be maintained under 2.0x, or if Debt/ EBITDA approaches
6.0x. A deteriorating liquidity profile could also drive a negative
ratings action.

Headquartered in Southfield, Michigan, Superior is the largest
manufacturer of aluminum wheels for passenger cars and light-duty
vehicles in North America. From its facilities in the U.S. and
Mexico, the company supplies aluminum wheels to the original
equipment market. Revenue in 2016 was $732.7 million.


SWANKE HAYDEN: Unsecured Creditors Won't Get Paid Under Plan
------------------------------------------------------------
Swanke Hayden Connell Ltd., et al., filed with the U.S. Bankruptcy
Court for the Southern District of New York a disclosure statement
dated May 19, 2017, referring to the Debtors' plan of
reorganization.

General unsecured creditors and certain priority creditors will not
be paid because there are no assets left to pay creditors.  The
Debtors scheduled general unsecured creditors in the amount of
$5,238,951.67 (which include duplicative claims filed in each of
the three cases but which are not relevant or significant in light
of the fact that this liquidating plan will probably never provide
for any payments to general unsecured creditors at all).

The Debtors filed this Plan based on the fact that the Debtors are
liquidating their assets and it appears there are insufficient
assets to pay the Chapter 11 administration expenses in full after
the payment of certain creditors based on a settlement reached with
creditors in the Court.

The Debtors will have obtained the necessary funds for Confirmation
to pay a portion of the administrative costs of this bankruptcy
case from the balance of the cash in the Debtors accounts and from
the NYP settlement or recovery.  The Debtors project that there
will be no full recovery to these professionals and there will be
no recovery to the unsecured creditors.

The Debtor expects that the confirmation of the Plan will probably
take place on or about June 30, 2017, on the basis of a single
hearing by the Court which conditionally approves the Disclosure
Statement and has a joint hearing on Disclosure Statement and
confirmation.  This is a liquidating plan which will not require
any voting.

A copy of the Disclosure Statement is available at:

          http://bankrupt.com/misc/nysb15-10009-421.pdf

                      About Swanke Hayden

New York City-based Swanke Hayden Connell Architects --
http://www.shca.com/-- is the firm behind the Fifth Avenue Trump
Tower and the Statue of Liberty restoration.  It operated under
different guises since 1906.  Its portfolio includes the revival of
Central Park's Tavern on the Green and the City of London Academy.
It has also worked on several projects in Russia in recent years,
most notably the Eurasia Tower for the Russian Federation.

Affiliates Swanke Hayden Connell Ltd. (Bankr. S.D.N.Y. Case No.
15-10009), Design 360 Inc. (Bankr. S.D.N.Y. Case No. 15-10010), and
Swanke Hayden Connell & Partners LLP (Bankr. S.D.N.Y. Case No.
15-10011) filed for Chapter 11 bankruptcy protection on Jan. 6,
2015).  The petitions were signed by Richard Seth Hayden,
president.


SWIM SEVENTY: Hires Neubert Pepe as Counsel
-------------------------------------------
Swim Seventy, LLC seeks authorization from the U.S. Bankruptcy
Court for the District of Connecticut to employ Neubert, Pepe &
Monteith, P.C. as counsel.

The Debtor requires Neubert Pepe to:

   (a) advise the Debtor of its rights, powers, and duties as a
       debtor and debtor-in-possession continuing to operate and
       manage its business and property;

   (b) advise the Debtor concerning, and assisting in the
       negotiation and documentation of, financing agreements,
       debt restructuring, and related transactions;

   (c) review the nature and validity of any liens asserted
       against the property of the Debtor, and advising the Debtor

       concerning the enforceability of such liens;

   (d) advise the Debtor concerning the actions that these might
       take to collect and to recover property for the benefit of
       the Debtor's estate;

   (e) prepare on the Debtor's behalf necessary and appropriate
       applications, motions, pleadings, draft orders, notices,
       and other documents, and reviewing all financial and other
       reports to be filed in this Chapter 11 case;

   (f) advise the Debtor concerning, and prepare responses to,
       applications, motions, pleadings, notices, and other papers

       which may be filed and served in this Chapter 11 case;

   (g) counsel the Debtor in connection with the formulation,
       negotiation, and prosecution of a plan of reorganization
       and related documents; and

   (h) perform all other legal services for and on behalf of the
       Debtor which may be necessary or appropriate in the
       administration of this Chapter 11 case.

Neubert Pepe will be paid at these hourly rates:

       Principals                        $400
       Associates and Counsel            $175-$325
       Paralegal                         $145

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

Douglas S. Skalka, principal of Neubert Pepe, assured the Court
that the firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code and does not represent any
interest adverse to the Debtor and its estate.

Neubert Pepe can be reached at:

       Douglas S. Skalka, Esq.
       NEUBERT, PEPE & MONTEITH, P.C.
       195 Church Street, 13th Floor
       New Haven, CT 06510
       Tel: (203) 821-2000
       E-mail: dskalka@npmlaw.com

Swim Seventy, LLC -- http://swimseventy.com/about/-- is
for-profit, and privately owned company that provides swim lessons,
adult triathlon training, aquatic group fitness and aquatic
rehabilitation.

Swim Seventy, based in Norwalk, Conn., filed a Chapter 11 petition
(Bankr. D. Conn. Case No. 17-50549) on May 15, 2017.  The Hon.
Julie A. Manning presides over the case.  Douglas S. Skalka, Esq.,
at Neubert, Pepe & Monteith, P.C., serves bankruptcy counsel.

In its petition, the Debtor estimated $100,000 to $500,000 million
in assets and $1 million to $10, million in liabilities. The
petition was signed by Antoinette L. Phillips, member.

A copy of the Debtor's list of 20 largest unsecured creditors is
available for free at http://bankrupt.com/misc/ctb17-50549.pdf



TAR HEEL: Trustee Selling Tanks and Equipment to Raymer for $5K
---------------------------------------------------------------
John Paul H. Cournoyer, Chapter 11 Trustee for Tar Heel Oil II,
Inc. and Gambill Oil, LLC, asks the U.S. Bankruptcy Court for the
Middle District of North Carolina to authorize the sale of
underground storage tanks ("USTs") and equipment to Raymer Oil Co.
for $5,000.

Tar Heel owns underground storage tanks at four gas station
locations in Wilkes County and Alleghany County, North Carolina,
known as Lackey's Market, Rock Creek Convenience Store, Run-In 804
and Pro Stop in Roaring Gap, North Carolina.  Tar Heel also owns
certain dispensers, pumps, cash registers and canopies at these
locations.

Raymer Oil has purchased the gas stations at these locations from
the previous owner.  Although Raymer Oil has been purchasing
gasoline from the Debtor on an interim basis, it ultimately intends
to supply gasoline to these locations itself.

The dispensers and other equipment at these locations are old, and
based upon consultation with Cary Oil Co., the Trustee believes
their value is nominal.  A motorist crashed into and damaged the
dispensers and canopy at the Rock Creek Convenience Store Location.


Additionally, the North Carolina Department of Environmental
Quality issued a Notice of Violation with respect to the Rock Creek
Convenience Store location.  After consultation with the bankruptcy
estate's UST compliance consultant, the Trustee believes that the
cost to address the Notice of Violation exceeds the value of the
assets and the value of the minimal anticipated future gasoline
sales to the location.  For these reasons, the Trustee assigns
minimal value to the tangible assets at these locations.

Subject to Court approval, and as more specifically set forth in
the Bill of Sale, the Trustee has agreed to sell the USTs, all
equipment, and the potential claim against the motorist, to the
Buyer for $5,000.  The sale will be "as is, where is," with no
representations or warranties of any kind.

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

           http://bankrupt.com/misc/Tar_Heel_261_Sales.pdf

The Trustee proposes to retain the proceeds in Tar Heel's
segregated "equipment proceeds" account.  Such funds will not be
used in connection with operations.

Cary Oil and BLT Investments, LLC both assert liens in the Debtor's
equipment.  However, both Cary Oil and BLT have consented to the
sale.  Therefore, there is a basis for conveying such assets free
and clear of liens with respect to such assets.

The Purchaser can be reached at:

          RAYMER OIL, INC.
          Attn: Matthew Redmond, President
          P.O. Box 111
          Statesville, NC 28687

                      About Tar Heel Oil

Tar Heel Oil II, Inc., and Gambill Oil, LLC, sought protection
under Chapter 11 of the Bankruptcy Code (Bankr. M.D.N.C. Lead Case
No. 16-50216) on March 4, 2016.  Arthur H. Lankford, president,
signed the petitions.

Tar Heel Oil disclosed assets of $3.18 million and debt of $6.03
million.  Gambill Oil disclosed assets of $986,674 and debt of
$3.28 million.

The cases are assigned to Judge Benjamin A. Kahn.

The Debtors tapped Charles M. Ivey, III, Esq., at Ivey, McClellan,
Gatton, & Siegmund, LLP, as counsel; and Nelson & Company, PA
serves as accountant.

On Nov. 4, 2016, the court appointed John Paul Cournoyer as
Chapter 11 trustee for the Debtors.  The trustee retained John A.
Northen, Esq., and Vicki L. Parrott, Esq., as his legal counsel.

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


TCC GENERAL: Wants Cash Access Until Plan Confirmation
------------------------------------------------------
TCC General Contracting, Inc., asks the U.S. Bankruptcy Court for
the Central District of California approval to use cash collateral
through plan confirmation.

A hearing to consider allowing the Debtor to further use cash
collateral will be held on June 28, 2017, at 10:00 a.m.

The Debtor operates a water and tire remediation and restoration
business in 23 Lancaster, California, has 22 employees more or
less.  The Debtor's postpetition gross revenues have amounted to
$2,757,466 on the cash basis as of April 30, 2017.

According to its fourth supplement to cash collateral motion, the
Debtor has identified the steps it needs to take to reorganize and
has been implementing those steps.  In particular, the Debtor has
lowered its costs of goods sold, reduced its employee count while
maintaining a similar work load, reducing its overhead expenses and
paying obligations.

According to the Debtor, $24,487 is the amount of the increase in
value of the cash collateral from July 8, 2016, through Oct. 30,
2017, the end of the next interim period.  The receivables, work in
progress and bids for work figures are based on averages from the
figures in the last cash collateral motions (July 2016, September
2016, December 2016 and April 2017).

The Debtor seeks authorization to use its monies to operate its
business, to honor existing and future contracts for work.  The
Debtor says that if it cannot use cash collateral, it would need to
cease its business operation and let its employees go.  The Debtor
seeks authority to use cash collateral on a final basis, in the
ordinary course of business through plan confirmation or
alternatively to use cash collateral on an interim basis.

The Debtor requests that the Court take these actions:

     -- authorize the Debtor to use cash collateral on a final
        basis in the ordinary course of business through plan
        confirmation or alternatively on an interim basis pursuant

        to the terms of the budget attached with the requested
        variances, rollover provisions and application of excess
        revenues to costs of goods sold; and

     -- grant to the lenders asserting interests in the Debtor's
        monies replacement liens in collateral of the estate
        including the proposed adequate protection payments to
        Windset and to IOU.

Three entities assert interests in estate monies.  The Debtor
assumes their interests are properly perfected though this may not
be correct.  The Debtor says that these entities asserting
interests in estate monies are adequately protected by virtue of
the increase in the value of the security and adequate protection
payments being offered.

The Debtor needs cash collateral to operate its business, pay
employees, pay rent and utilities and pay other expenses.  Without
cash collateral, the Debtor will need to shut its business.  The
Debtor states that if it cannot use cash collateral, its reputation
in the industry will be severely harmed.  

The Debtors believe that the three entities' interests are
adequately secured.  They are afforded adequate protection of their
claims: (a) the value of the assets; (b) continue operating the
business; (c) operating the business creates additional revenues;
(d) all assets are adequately insured; and (e) providing
replacement liens to the three entities to the extent their
prepetition liens attached to property of the Debtor prepetition
and with the same validity, priority, and description of
collateral.

The Debtor proposes to make monthly adequate protection payments as
follows:

     -- IOU         $284
     -- Windset   $1,140

The Court may not consent to this relief so the Debtor has offered
the budget through Oct. 30, 2017.  A copy of the Supplement is
available at:

          http://bankrupt.com/misc/cacb16-18301-156.pdf

As reported by the Troubled Company Reporter on March 23, 2017, the
Court approved the Debtor's third supplement the cash collateral
motion, authorizing the Debtor to use cash collateral, in the
amounts specified in the budget, for the period Feb. 17, through
June 30, 2017, and the June 30th date may be extended by a written
agreement between Windset Capital Corporation and Debtor, and
approved by the Court.

                   About TCC General Contracting

TCC General Contracting, Inc., operates a water and fire
restoration company in Lancaster, California.  It employs 30
employees and, based on gross revenues year to date, would realize
gross revenues of perhaps $3.3 million.  It filed for Chapter 11
bankruptcy protection (Bankr. C.D. Cal. Case No. 16-18301) on June
22, 2016.  The bankruptcy petition was signed by Thomas C. Conroy
IV, president.

The Debtor is represented by Steven R. Fox, Esq., at the Law
Offices of Steven R. Fox.  The case is assigned to Judge Sheri
Bluebond.

The Debtor estimated assets and debt at $500,000 to $1,000,000.


TENNESSEE SEAFOOD: Sale of All Assets to LJS for $320K Approved
---------------------------------------------------------------
Judge Marian F. Harrison of the U.S. Bankruptcy Court for the
Middle District of Tennessee authorized Tennessee Seafood, LLC's
private sale of substantially all assets to LJS Opco Two, LLC for
$320,000.

The Debtor's only secured creditor is the Internal Revenue Service,
who holds federal tax liens encumbering the Debtor's assets, has
agreed to withdraw its objection to the sale, and consent to the
sale and partially release its federal tax liens against the Debtor
as to the sold assets on the condition that its lien attach to the
sale proceeds and, thereafter, it receive $180,600 of the sales
proceeds.

McLane Foodservice, Inc., filed an objection to the sale, but has
agreed to withdraw its objection, based on the distribution of
$26,400 on account of its allowed administrative and PACA claim.

The objection of P. G. & G. Partners has been resolved, based upon
its agreement to enter into a new lease with the Buyer.  The Buyer
will receive $100,000 credit towards the post-petition royalties
and advertising due to Long John Silver's, which will be reflected
as a set-off at closing.

As part of the sale closing, the Debtor and each landlord for the
LJS Restaurants will execute lease assignments for the LJS
Restaurants that set forth the pre-petition cure payments, if any,
that the landlord has agreed to accept, or will execute new leases
for the LJS Restaurants, which will release Debtor from any
pre-petition obligations to the landlords.

The parties have agreed to a modification of the Asset Purchase
Agreement to change the Closing Date from May 18, 2017 to May 31,
2017, with the Buyer taking possession of the Purchased Assets at
12:01 a.m. on June 1, 2017.

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

The Debtor is authorized to close the sale immediately,
notwithstanding Bankruptcy Rule 6004(h).

The Debtor or a closing agent for the sale is authorized to
distribute the sale proceeds consistent with the terms of the Asset
Purchase Agreement and the Order.

                    About Tennessee Seafood

Clarksville, Tennessee-based Tennessee Seafood, LLC, a franchisee
of Long John Silvers, filed a Chapter 11 petition (Bankr. M.D.
Tenn. Case No. 16-04928) on July 12, 2016.  The Hon. Marian F.
Harrison is the case judge.  The Debtor tapped Steven L.
Lefkovitz, Esq., at the Law Offices Lefkovitz & Lefkovitz, as
counsel.  The
Debtor disclosed $114,041 in assets and $2.38 million in
liabilities.  The petition was signed by Farid  Rostampour, chief
manager.


TERRACE MANOR: Latest Plan Revises Classification of Claims
-----------------------------------------------------------
Terrace Manor, LLC filed with the U.S. Bankruptcy Court for the
District of Columbia its latest Chapter 11 plan of reorganization,
which contains changes to the classification of claims and to the
provisions on the treatment of general unsecured claims.  

Under the latest plan, Terrace Manor created two additional classes
of claims: Class 4, which consists of the claim asserted by the
District of Columbia on behalf of tenants under the Consumer
Protection and Procedures Act; and Class 6, which consists of the
general unsecured claims of Sanford Capital, LLC and Oakmont
Management Group.  

According to the plan, the District of Columbia will receive cash
equal to 100% of its allowed Class 4 claim, plus interest; or such
other amount agreed upon by the claimant and Terrace Manor.  

Class 4 claim is disputed by the company.  In the event that the
District of Columbia succeeds in prosecuting its claim, the company
believes that its maximum liability is less than $500,000.

Sanford and Oakmont will receive cash equal to 100% of their
allowed Class 6 claims, plus interest.  

In the event that the proceeds from the sale of Terrace Manor's
61-unit apartment building in Washington, DC, are not enough to pay
claims in Classes 1 to 5 in full, Sanford and Oakmont will receive
payments only after those claims are paid in full, according to
Terrace Manor's latest disclosure statement filed on May 23.

Meanwhile, the latest plan proposes to pay creditors holding
allowed Class 5 general unsecured claims within 10 days after the
effective date of the plan; and contains an estimate of the total
amount of Class 5 claims allowed by the court, which is
$266,576.29.
  
The original plan had proposed to pay general unsecured creditors
on the effective date.

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

                     About Terrace Manor LLC

Terrace Manor, LLC, owns a 61-unit residential apartment building
located at 3341-3353 23rd Street S.E., 2276 Savanah Street, S.E.
and 2270-2272 Savanah Street, S.E. Washington, DC.  It is a single
asset real estate as defined in 11 U.S.C. Section 101(51B).
Sanford Capital, LLC, is the 100% owner of Debtor.

The Debtor filed a Chapter 11 petition (Bankr. D.D.C. Case No.
17-00175) on March 30, 2017.  The petition was signed by Carter A.
Nowell, managing member of Sanford Capital.  The case is assigned
to Judge Martin S. Teel, Jr.  At the time of filing, the Debtor had
estimated both assets and liabilities between $1 million to $10
million.

Brent C. Strickland, Esq., and Christopher A. Jones, Esq., at
Whiteford, Taylor & Preston L.L.P., are serving as bankruptcy
counsel to the Debtor.

On April 10, 2017, the Debtor filed a disclosure statement, which
explains its proposed Chapter 11 plan of reorganization.


TIDEWATER INC: U.S. Trustee Unable to Appoint Committee
-------------------------------------------------------
An official committee of unsecured creditors has not yet been
appointed in the Chapter 11 case of Tidewater Inc. as of May 31,
according to a court docket.

                       About Tidewater Inc.

Founded in 1955, Tidewater, Inc. (NYSE: TDW) is a publicly traded
international petroleum service company headquartered in New
Orleans, Louisiana.  It operates a fleet of ships, providing
vessels and marine services to the offshore petroleum industry.

Tidewater Inc. and its affiliates sought Chapter 11 bankruptcy
protection (Bankr. D. Del. Lead Case No. 17-11132) on May 17, 2017.
The petitions were signed by Bruce Lundstrom, executive
vice-president, general counsel and secretary.

Tidewater disclosed $4.31 billion in total assets and $2.34 billion
in debt as of Dec. 31, 2016.

The Debtors tapped Weil, Gotshal & Manges LLP as counsel; Richards,
Layton & Finger, P.A., as co-counsel; Jones Walker LLP, as
corporate counsel; AlixPartners, LLP, as financial advisors; Lazard
Freres & Co. LLC, as investment banker; KPMG LLP, as restructuring
tax consultant; Deloitte & Touche LLP as auditor and tax
consultant; and Epiq Bankruptcy Solutions, LLC, as administrative
advisor, and claims and solicitation agent.


TIFARO GROUP: Case Summary & 24 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: The Tifaro Group, Ltd.
          aka Tifaro Group, Ltd.
        4615 Southwest Freeway, Suite 436
        Houston, TX 77027

Type of Business: Tifaro Group is a Texas limited partnership
                  whose principal assets are located at 2530
                  Gulf Freeway, League City, TX 77573 (Galveston
                  County).

Chapter 11 Petition Date: June 2, 2017

Case No.: 17-80171

Court: United States Bankruptcy Court
       Southern District of Texas (Galveston)

Judge: Hon. David R Jones

Debtor's Counsel: Melissa Anne Haselden, Esq.
                  HOOVER SLOVACEK LLP
                  Galleria II Tower
                  5051 Westheimer, Suite 1200
                  Houston, TX 77056
                  Tel: 713.977.8686
                  Fax: 713.977.5395
                  E-mail: Haselden@hooverslovacek.com

Estimated Assets: $10 million to $50 million

Estimated Debt: $10 million to $50 million

The petition was signed by J. Patrick Magill, president of Magill,
P.C., financial agent of The Tifaro Group Management Company, LLC,
general partner of The Tifaro Group, Ltd.

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

             http://bankrupt.com/misc/txsb17-80171.pdf

Debtor's List of 24 Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Brian Maneevese, MD                Suspension of          $14,762
                                   Payments for
                                   buybacks of
                                   investment
                                   units

Capital One                        Guarantor              Unknown
National Association



Carlos Casteneda, MD              Suspension of           $14,762
                                  Payments for
                                  buybacks of
                                  investment
                                  units

Coppell ED MOB, LLC               Guarantor of            Unknown
Email: Tom.Pisula@                Lease with EC
pinecroftrealty.com               Coppell, LLC
                                 (tenant)            

Danna Young, MD                   Suspension of           $38,778
                                  payments for
                                  buybacks of
                                  investment
                                  units          

Debra Muncy, MD                   Suspension of           $38,778
                                  payments for
                                  buybacks of
                                  investment
                                  units

Earl Miller, MD                   Suspension of           $42,761
                                  payments for
                                  buybacks of
                                  investment
                                  units

Frisco ED MOB LLC                 Guarantor of            Unknown
email:Tom.Pisula@                 Lease with EC
pinecroftrealty.com               Potranco, LLC
                                 (tenant)

Gregory Reimer, MD                Suspension of           $38,778
                                  payments for
                                  buybacks of
                                  investment
                                  units

Hazel Cebrun, MD                  Suspension of           $38,778
                                  payments for
                                  buybacks of
                                  investment
                                  units

Hugh Burris, MD                   Suspension of           $38,778
                                  payments for
                                  buybacks of
                                  investment
                                  units

Kathryn Burk, MD                  Suspension of           $27,720  
        
                                  payments for
                                  buybacks of
                                  investment
                                  units

Kevin Chiu, MD                    Suspension of           $14,762
                                  payments for
                                  buybacks of
                                  investment
                                  units

Mansfield ED MOB, LLC             Guarantor of            Unknown
Email:Tom.Pisula@                 Lease of
pinecroftrealty.com               Mansfield, LLC
                                 (tenant)

Marsha Tallman, MD                Suspension of           $14,762
                                  payments for
                                  buybacks of
                                  investment
                                  units

Melissa Popp, DO                  Suspension of           $14,762
                                  payments for
                                  buybacks of
                                  investment
                                  units

Rachel Armstrong, MD              Suspension of          $144,310
                                  payments for
                                  buybacks of
                                  investment
                                  units

Richard Loynes, MD                Suspension of           $38,778
                                  payments for
                                  buybacks of
                                  investment
                                  units

Melissa Popp, DO                  Suspension of           $14,762
                                  payments for
                                  buybacks of
                                  investment
                                  units

Tessa Smith, MD                   Suspension of           $14,762
                                  payments for
                                  buybacks of
                                  investment
                                  units

Thomas Suchmor, MD                Suspension of           $14,762
                                  payments for
                                  buybacks of
                                  investment
                                  units

Valerie Ross, MD                  Suspension of           $38,778
                                  payments for
                                  buybacks of
                                  investment
                                  units

Victor Rodriguez, MD              Suspension of           $38,778
                                  Payments for
                                  buybacks of
                                  investment
                                  units

William Blackstone, MD            Suspension of           $38,778
                                  payments for
                                  buybacks of
                                  investment
                                  units


TKC HOLDINGS: Moody's Lowers CFR to B3; Outlook Stable
------------------------------------------------------
Moody's Investors Service downgraded TKC Holdings, Inc.'s Corporate
Family Rating ("CFR") to B3 from B2 and Probability of Default
Rating ("PDR") to B3-PD from B2-PD. Moody's also downgraded the
company's first lien bank facility to B2 from B1 and the second
lien credit facility to Caa2 from Caa1.The rating action was driven
by an upsizing of both facilities to fund a dividend distribution
to TKC's private equity shareholders resulting in a 1x increase in
the company's debt leverage. The outlook remains stable.

Moody's downgraded the following ratings:

Corporate Family Rating- Downgraded to B3 from B2

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

Senior Secured Revolving Credit Facility expiring 2022 --
Downgraded to B2 (LGD3) from B1 (LGD3)

Senior Secured First Lien Term Loan due 2023 -- Downgraded to B2
(LGD3) from B1 (LGD3)

Senior Secured Second Lien Term Loan due 2024 -- Downgraded to
Caa2(LGD6) from Caa1(LGD6)

Outlook is Stable

RATINGS RATIONALE

The B3 Corporate Family Rating ("CFR") reflects TKC's elevated pro
forma leverage of nearly 7x (Moody's adjusted for operating leases)
as of March 31, 2017 as well as a degree of remaining integration
risk related to the 2016 merger between Keefe Group Holdings
("Keefe") and Trinity Services Inc. ("Trinity") to create the
unified TKC entity. Moody's expects that TKC will delever to
approximately 6.5x over the next 12 months, primarily through
EBITDA growth driven by the ongoing realization of cost synergies
from this asset combination, but debt reduction could be
constrained by implementation costs as well as the competitive
nature of the food and commissary services market. Moreover, the
company's aggressive financial policy and potential for additional
debt-funded acquisitions adds further uncertainty. The risks
associated with TKC's credit profile are partially offset by the
company's strong market position as well as its longstanding
customer relationships and historically strong retention rates
which contribute to revenue predictability. Additionally, the
company's modest capital expenditure requirements should contribute
to fairly healthy free cash flow generation (before dividends).

Moody's expects TKC to maintain an adequate liquidity profile over
the next twelve months supported by a pro forma cash balance of
approximately $10 million as of March 31, 2017 and Moody's
projection of free cash flow (before dividends) approaching 5% of
total adjusted debt during this period. TKC's liquidity is also
bolstered by an undrawn $50 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 TKC will
generate low-single digit revenue growth over the next 12 to 18
months. This expansion should be principally driven by modest
growth in food and commissary service spending within the
corrections market that TKC targets as well as the continuation of
outsourcing of these services by state governments. TKC should
experience healthy EBITDA growth over the coming year as the
realization of cost synergies fuels a substantial improvement in
profit margins and drives a contraction in leverage to
approximately 6.5x during this period.

What Could Change the Rating - Up

The rating could be upgraded if TKC profitably expands its market
share and adheres to more conservative financial policies such that
debt to EBITDA (Moody's adjusted) is expected to be sustained below
6x and free cash flow to debt (Moody's adjusted) above 5%.

What Could Change the Rating - Down

The rating could be downgraded if TKC were to experience a
weakening competitive position, free cash flow deficits on a
sustained basis, or the company maintains aggressive financial
policies that prevent meaningful deleveraging.

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

TKC is a leading provider of commissary, food service, and related
products to the corrections industry across the United States.


TRI POINTE HOMES: Moody's Raises CFR to Ba3; Outlook Stable
-----------------------------------------------------------
Moody's Investors Service upgraded the Corporate Family Rating of
Tri Pointe Homes, Inc., a subsidiary of the TRI Pointe Group, to
Ba3 from B1. In the same rating action, Moody's upgraded the
company's Probability of Default Rating to Ba3-PD from B1-PD and
the rating on TRI Pointe's senior unsecured notes to Ba3 from B1.
The company's Speculative-Grade Liquidity (SGL) Rating was affirmed
at SGL-2. The ratings outlook was changed to stable from positive.

The upgrades reflect TRI Pointe's strong momentum, as evidenced by
its growing order book; solid credit metrics, which Moody's expects
to continue to strengthen; and the company's apparently successful
integration of the five separate homebuilding brands of the former
Weyerhaeuser Real Estate Company ("WRECO"). The latter risk was a
special Moody's concern, and the company's performance since the
acquisition has meaningfully lessened this integration risk.

Moody's took the following rating actions on TRI Pointe Homes,
Inc.:

Corporate Family Rating, upgraded to Ba3 from B1;

Probability of Default Rating, upgraded to Ba3-PD from B1-PD;

$450 million 4.375% senior unsecured notes due 2019, upgraded to
Ba3 (LGD4) from B1 (LGD4);

$300 million 4.875% senior unsecured notes due 2021, upgraded to
Ba3 (LGD4) from B1 (LGD4);

$450 million 5.875% senior unsecured notes due 2024, upgraded to
Ba3 (LGD4) from B1 (LGD4);

Speculative-Grade Liquidity Rating, affirmed at SGL-2;

Outlook changed to stable from positive.

RATINGS RATIONALE

The Ba3 Corporate Family Rating reflects TRI Pointe's strong
performance and the healthy credit metrics that have resulted. In
2017, Moody's expects the company to maintain debt to book
capitalization below 45% and homebuilding EBIT interest coverage of
over 4.5x, both of which are good for its rating category. The 2014
acquisition of WRECO significantly increased the company's size,
scale, and geographic footprint and gave TRI Pointe a large amount
of land at a low cost basis. The company continues to build on this
land, which has allowed it to generate gross margins among the four
best of rated pure homebuilders. While Moody's expect some
contraction in gross margins in 2017, due to cost inflation and a
lower percentage of homes delivered in California, TRI Pointe is
still expected to generate gross margins, including land sales,
that exceed 21%. In addition, the rating considers that the
integration risk that resulted from the WRECO acquisition has
decreased substantially, and it appears as though the six separate
brands of the TRI Pointe Group have been integrated culturally into
an overall single TRI Pointe strategy.

At the same time, the Ba3 Corporate Family Rating considers TRI
Pointe's relatively small size in relation to other Ba rated
homebuilders. While Moody's expects the company to surpass $3
billion in revenue in 2018, many higher rated homebuilders have
revenue of twice that and divisions in more markets nationally.
Additionally, Moody's considers TRI Pointe's heavy concentration in
California, where it generated nearly half of its revenues in 2016
and where over half of its inventory of lots resides. While that
concentration has benefitted results in the past few years, it can
create significant pain if California suffers a downturn.

TRI Pointe's SGL-2 rating reflects the company's good liquidity
over the next 12 to 18 months and takes into consideration internal
and external liquidity sources, covenant compliance, and alternate
sources of liquidity. Internal liquidity is supported by $129
million of unrestricted cash on hand as of March 31, 2017 but is
tempered by Moody's expectation that the company will be cash flow
negative in 2017 as it continues to invest in land. External
liquidity is supported by a $625 million revolving credit facility
committed through May 2019 that had $371 of availability as of
March 31, 2017 after considering advances and letters of credit.
TRI Pointe is subject to several maintenance covenants, including a
minimum tangible net worth, maximum leverage ratio, and either a
minimum liquidity or interest coverage test. The company is
comfortably in compliance with each of these as of March 31, 2017,
and Moody's expects the cushions to increase in 2017. Alternate
sources of liquidity are available due to the company's unsecured
capital structure.

The stable rating outlook is based on Moody's expectation that TRI
Pointe will maintain solid credit metrics over the next 12 to 18
months.

An upgrade would be considered if TRI Pointe is able to grow beyond
$3.5 billion in revenue and sustain debt leverage below 40% while
maintaining its good gross margins, interest coverage, and
liquidity.

A downgrade could occur if TRI Pointe's debt to book capitalization
approaches 50%, if gross margins are sustained below 20%, and if
the company's liquidity profile deteriorates.

The principal methodology used in these ratings was Homebuilding
And Property Development Industry published in April 2015.

TRI Pointe was founded in 2009 and is headquartered in Irvine,
California. It designs, builds and sells single-family homes. The
company completed its IPO in January 2013 and consummated its
merger with WRECO, a subsidiary of Weyerhaeuser Company, in July
2014. Through this merger, TRI Pointe now operates in Arizona,
California, Nevada, Washington, Texas, Maryland, Colorado and
Virginia through its portfolio of six brands. For the twelve months
trailing March 31, 2017, TRI Pointe's revenue and net income were
approximately $2.4 billion and $175 million, respectively.


TURNBERRY/MGM GRAND: Unsecureds to be Paid in Full Under Plan
-------------------------------------------------------------
Turnberry/MGM Grand Towers, LLC, et al., filed with the U.S.
Bankruptcy Court for the District of Nevada a disclosure statement
to accompany their first amended joint plan of reorganization.

The Plan generally provides for the repayment of Claims against
Debtors as follows:  

   (i)  all Allowed Priority Claims in Classes 1-A, 1-B, and 1-C
will be paid in full;

  (ii) all Allowed Secured Claims in Classes 2-A, 2-B, and 2-C
will, at the applicable Debtor's election, either be paid in full
or otherwise left Unimpaired;

(iii) the principal balance of all Allowed General Unsecured
Claims in Classes 3-A, 3-B, and 3-C will be paid in full;

  (iv) all Allowed Convenience Class Claims in Class 4 shall
receive the lesser of the Holder's (x) Allowed Claim and (y)
$5,000;

   (v) all Allowed MGM Indemnity Claims in Classes 5-A, 5-B, and
5-C will not receive any Distribution unless the DIP Claims have
been indefeasibly satisfied in full in Cash in which event, the
Holders of Allowed MGM Indemnity Claims, or their  designees, shall
receive on the Effective Date, 100% of the Equity Interests in each
of the Reorganized Debtors as more fully set forth in Section 4.5
of the Plan; and

  (vi) all Allowed Intercompany Claims in Classes 6-A, 6-B, and 6-C
shall be waived.

Further, the Holders of Equity Interest is Classes 7-A, 7-B, and
7-C will be deemed to have surrendered 100% of their Equity
Interests to the Debtor that issued such Equity Interest. The
Equity Interests in each Debtor will be deemed extinguished on the
Effective Date and Holders of Class 7 Equity Interests shall not
receive any Distributions on account of their Equity Interests.

A full-text copy of the Disclosure Statement is available at:

     http://bankrupt.com/misc/nvb15-13706-1005.pdf

                  About Turnberry/MGM Grand

Based in Las Vegas, Nevada, Turnberry/MGM Grand Towers LLC and two
of its affiliates filed for bankruptcy protection under Chapter 11
on June 26, 2015 (Bankr. D. Nev. Lead Case No. 15-13706). Judge
August B. Landis presides over the Debtors' cases. Gregory E.
Garman, Esq., at Garman Turner Gordon LLP, represents the Debtors
in their cases. The Debtors estimated both assets and liabilities
between $1 million and $10 million.


U.S. STEEL CANADA: Chapter 15 Case Summary
------------------------------------------
Chapter 15 Debtor: U. S. Steel Canada Inc.
                   386 Wilcox Street
                   Hamilton Ontario L8L 8J6
                   Canada

Type of Business: U.S. Steel Canada Inc., together with its
                  subsidiaries, manufactures steel products.  The
                  Company offers semi-finished steel products,
                  including basic oxygen furnace bloom-cast
                  billets; hot rolled, cold rolled, and galvanized
                  sheets; prefinished sheets, bars, and slabs and
                  hot rolled coils; and hot rolled automotive
                  products, and linepipe steel products, as well
                  as various coated products.  It offers its
                  products for outer body panels and structural
                  parts applications to the automotive market;
                  lightweight steel frames, steel roofing,
                  decking, steel siding/cladding, and steel
                  building systems applications for the
                  residential, commercial, institutional,
                  industrial, and agricultural construction
                  markets; culvert and drainage pipe applications
                  for the industrial, residential, and/or public
                  infrastructure markets; manufacturing various
                  household goods and appliances, such as steel
                  doors, dishwashers, dryers, and bathtubs; and
                  use in the pipe/tube sectors.  U.S. Steel Canada
                  Inc. was formerly known as Stelco Inc. and
                  changed its name to U.S. Steel Canada Inc. in
                  November 2007.  The company was founded in 1910
                  and is based in Hamilton, Canada.  The company
                  has locations in the United States and Canada.
                  U.S. Steel Canada Inc. operates as a subsidiary
                  of United States Steel Corp.

Web site:         http://www.ussteelcanada.com/ussca/

Foreign
Proceeding:       Proceeding under the Companies' Creditors
                  Arrangement Act, R.S.C. 1985, c. C-5, pending
                  before the Superior Court of Justice in Ontario.

CCAA Monitor:     ERNST & YOUNG INC.
                  222 Bay Street
                  Toronto ON M5K 1J7
                  Canada
                  Attention: Alex Morrison
                  E-mail: alex.f.morrison@ca.ey.com

Chapter 15 Petition Date: June 2, 2017

Chapter 15 Case No.: 17-11519

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

Foreign Representative: William E. Aziz
                        Chief Restructuring Officer
                        E-mail: baziz@bluetreeadvisors.com

Debtor's
U.S. Counsel:           Robert J. Lemons, Esq.
                        WEIL GOTSHAL & MANGES, LLP
                        767 Fifth Avenue
                        New York, NY 10153
                        Tel: (212) 310-8924
                        Fax: (212) 310-8007
                        E-mail: robert.lemons@weil.com

Debtor's
Canadian Counsel:       MCCARTHY TETRAULT LLP
                        Toronto Dominion Bank Tower
                        66 Wellington Street West
                        Suite 5300
                        Toronto, ON M5K 1E6
                        Canada
                        Attention: Jamey Gage
                        E-mail: jgage@mccarthy.ca

Counsel to
United States
Steel Corporation:      THORNTON GROUT FINNIGAN LLP
                        Suite 3200, 100 Wellington
                        Street West
                        TD West Tower
                        Toronto-Dominion Centre
                        Toronto, ON M5K 1K7
                        Canada
                        Attention: Robert I. Thornton
                        E-mail: rthornton@tgf.ca

Counsel to the Monitor: BENNETT JONES LLP
                        One First Canadian Place,
                        Suite 3400
                        Toronto, ON M5X 1A4
                        Canada
                        Attention: Kevin J. Zych
                        E-mail: zychk@bennettjones.com

Counsel to the Plan
Sponsor (Bedrock):      GOLDMAN SLOAN NASH & HABER LLP
                        480 University Ave Suite 1600
                        Toronto, ON M5G 1V2
                        Canada
                        Attention: Mario Forte
                        E-mail: forte@gsnh.com

Counsel for Her Majesty
the Queen in Right
of Ontario and
the Superintendent
of Financial
Services (Ontario):     GOODMANS LLP
                        Bay Adelaide Centre
                        333 Bay Street, Suite 3400
                        Toronto, ON M5H 2S7
                        Canada
                        Attention: Gale Rubenstein
                        E-mail: grubenstein@goodmans.ca

Representative Counsel
to Non-Union Retirees
and Active Employees
of the Debtor:          KOSKIE MINSKY LLP
                        20 Queen Street West, Suite 900
                        Toronto, ON M5H 3R3
                        Canada
                        Attention: Andrew J. Hatnay
                        E-mail: ahatnay@kmlaw.ca

Counsel for the United
Steel, Paper and
Forestry, Rubber,
Manufacturing, Energy,
Allied Industrial and
Service Workers
International Union:    PALIARE ROLAND ROSENBERG ROTHSTEIN LLP
                        155 Wellington Street West,
                        35th Floor
                        Toronto, ON M5V 3H1
                        Canada
                        Attention: Ken Rosenberg
                        E-mail: ken.rosenberg@paliareroland.com

Special Counsel to the
United Steel, Paper and
Forestry, Rubber,
Manufacturing, Energy,
Allied Industrial and
Service Workers
International Union:    DAVIES WARD PHILLIPS & VINEBERG LLP
                        155 Wellington Street West
                        Toronto, ON M5V 3J7
                        Canada
                        Attention: Jay A. Swartz
                        E-mail: jswartz@dwpv.com

Counsel to
USW Local 8782:         LAX O'SULLIVAN LISUS GOTTLIEB LLP
                        145 King Street West, Suite 2750
                        Toronto, ON M5H 1J8
                        Canada
                        Attention: Matthew Gottlieb
                        E-mail: mgottlieb@counsel-toronto.com

Co-Counsel to
USW Local 1005:         CAVALLUZO SHILTON MCINTYRE CORNISH LLP
                        474 Bathurst Street, Suite 300
                        Toronto, ON M5T 2S6
                        Canada
                        Attention: Michael D. Wright
                       E-mail: wrightm@cavalluzzo.com

Co-Counsel to
USW Local 1005:        INCH HAMMOND
                       PROFESSIONAL CORPORATION
                       1 King Street West, Suite 500
                       Hamilton, ON L8P 4X8
                       Attention: Sharon L.C. White
                       E-mail: pelletier@inchlaw.com

Counsel to Brookfield
Capital Partners Ltd.: OSLER, HOSKIN & HARCOURT LLP
                       100 King Street West
                       1 First Canadian Place
                       Suite 6200, P.O. Box 50
                       Toronto, ON M5X 1B8
                       Canada
                       Attention: Patrick Riesterer
                       E-mail: priesterer@osler.com

Counsel to Robert J.
Milbourne and
Sharon P. Milbourne:   BLANEY MCMURTRY LLP
                       Suite 1500 - 2 Queen Street East
                       Toronto, ON M5C 3G5
                       Canada
                       Attention: Lou Brzezinski
                       E-mail: lbrzezinski@blaney.com

Estimated Assets: Not Indicated

Estimated Debt: Not Indicated

The Chapter 15 petition is available for free at:

             http://bankrupt.com/misc/nysb17-11519.pdf


U.S. STEEL CANADA: Seeks U.S. Recognition of Bedrock Deal
---------------------------------------------------------
U.S. Steel Canada Inc. filed a Chapter 15 petition in New York to
seek U.S. recognition of its reorganization proceedings under the
Companies' Creditors Arrangement Act currently pending in the
Ontario Superior Court of Justice in Ontario, Canada.

USSC is a large, diversified steel producer operating two
facilities in the Province of Ontario, Canada.  On Sept. 16, 2014,
USSC filed for and received protection under the CCAA.  The filing
of the CCAA petition was a result of several years of significant
operational and economic challenges that had detrimentally impacted
the Debtor's financial performance.  As of the date of filing of
USSC's CCAA petition, the company carried significant debt
obligations, consisting primarily of secured and unsecured loans
from an affiliate of USSC's indirect parent U.S. Steel.  Because of
the Debtor's financial difficulties, it was unable to make interest
payments on such indebtedness, which precipitated the commencement
of the CCAA Proceedings.

During the pendency of the CCAA Proceedings, the Debtor worked
tirelessly to formulate a restructuring strategy that would
maximize the outcome for all of the Debtor's stakeholders.  As a
result, in December 2016, the Debtor's efforts culminated in an
execution of a Plan Sponsor Agreement with Bedrock Industries L.P.,
which will result in a transfer of ownership of the Debtor to
Bedrock effected through a CCAA plan of compromise, arrangement,
and reorganization.  The Plan will also encompass global
compromises with the multitude of the Debtor's stakeholders,
including, among others, U.S. Steel, the Province of Ontario,
pension plans, labor unions, and current and former nonunion
employees of the Debtor.

The Debtor intends to seek approval of the Plan that will effect
the Bedrock transaction and various settlements at the Sanction
Hearing on June 9, 2017.  The effective date of the Plan and the
closing date of the Bedrock transaction are scheduled to be June
30, 2017.

The Plan being granted full force and effect in a chapter 15
proceeding in the United States is a condition precedent to the
Plan and the closing of the Bedrock transaction.

To that end, on May 26, 2017, the Canadian Court issued an order
designating USSC as the Foreign Representative of the Debtor.  The
Foreign Representative submits that recognition of the CCAA
Proceedings and the giving of full force and effect to the Plan
(once it is sanctioned by the Canadian Court) is in the best
interest of USSC and all of its stakeholders.

              CCAA Proceedings and Subsequent Events

On April 2, 2015, the Canadian Court issued an order authorizing
the Debtor to commence a sale and restructuring process -- SARP
Order -- granting the Debtor's request to market its business and
assets to potential purchasers.  Rothschild contacted more than 100
strategic and financial parties.  None of the bids or proposals
provided an overall solution for the Debtor's business that could
have resulted in an executable transaction. As a result, on Oct. 9,
2015, the Canadian Court authorized the Debtor to discontinue the
SARP process.

In early December 2015, discussions with each of the Debtor's
significant stakeholders were held regarding a further sale and
investment solicitation process (the "SISP"). The SISP was further
developed over the course of the following month with input from
the significant stakeholders.  

On Dec. 22, 2015, the Debtor filed a motion seeking the Canadian
Court's approval of the SISP. On Jan. 12, 2016, the Canadian Court
issued an order approving the SISP for the Debtor to market its
assets for sale or to solicit an external capital injection.

As a result of an extensive marketing process, the proposal from
Bedrock Industries L.P. and Bedrock Industries Canada LLC emerged
as the most competitive bid and resulted in the execution of the
Plan Sponsor Agreement.

On Oct. 8, 2014, the Canadian Court approved debtor-in-possession
financing for the Debtor in the CCAA Proceedings. Pursuant to the
current amended and restated interim financing term sheet dated as
of Nov. 4, 2015, between the Debtor and Brookfield Capital Partners
Ltd., the Debtor obtained access to financing in the amount of up
to C$30 million to provide working capital and for other corporate
purposes, make payments necessary to comply with the Initial Order,
provide guarantees that support the operations of the business, and
pay interest and other expenses payable under the DIP Facility.
The DIP Facility currently carries an exit fee of C$3 million, as
well as a monthly monitoring fee of approximately C$30,000. The
Debtor has made no draws under the DIP Facility.

On Dec. 21, 2016, at the request of the Debtor, the maturity date
of the DIP Agreement was extended from December 31, 2016 to June
30, 2017.  In consideration of this extension, the Debtor agreed to
pay to the DIP Lender an extension fee in the amount of
approximately C$600,000.  The DIP Agreement provides comfort to the
Debtor's customers and suppliers in the event that any unforeseen
working capital needs arise.

                   Proposed Bedrock Acquisition

On Dec. 9, 2016, the Debtor entered into a CCAA acquisition and
plan sponsor agreement with Bedrock.  If successfully completed,
the transaction contemplated by the Plan Sponsor Agreement would
implement a plan of compromise, arrangement and reorganization
pursuant to the CCAA and the Canada Business Corporations Act and
various agreements with stakeholders that are conditions to
implementation, which will result in the transfer of ownership of
USSC to Bedrock and the emergence of a restructured USSC.

On Dec. 9, 2016, USSC also entered into a support agreement with
the Province of Ontario, pursuant to which the Province agreed to
support the Transaction.

In general terms, the Transaction will provide for:

  (i) Bedrock will acquire all of USSC's shares from U.S. Steel;

(ii) the secured claims of U.S. Steel against USSC will be paid in
full, including all accrued and unpaid interest, and the unsecured
claims of U.S. Steel will be discharged and cancelled for nominal
consideration;

(iii) U.S. Steel will continue to provide certain transition and
business services to USSC;

(iv) USSC will commit to purchasing all of its iron ore
requirements from U.S. Steel through 2021;

  (v) USSC will commit to pay various amounts to fund its five main
registered pension plans (the "Pension Plans"), with certain of
such funding guaranteed by Bedrock;

(vi) USSC will commit to pay various amounts to newly-established
employee life and health benefit trusts (the "OPEB Vehicles") on
account of legacy post-retirement non-pension benefit obligations
("OPEBs") of USSC;

(vii) USSC will transfer all of its land assets to a special
purpose entity (the "Land Vehicle") to be held for the benefit of
the Pension Plans and OPEB Vehicles;

(viii) the Province will receive USD $61 million in consideration
of a release of certain environmental liabilities relating to
USSC's land;

  (ix) the Province will provide secured loans to the Land Vehicle,
the OPEB Vehicles, and USSC;

   (x) Bedrock will make available to USSC a revolving asset-based
lending facility in an amount of at least C$125 million to fund the
closing costs of the Transaction and the cost of exiting the CCAA
Proceedings; and

  (xi) the parties that consist of: (a) USSC, (b) U.S. Steel, (c)
the United Steel, Paper and Forestry, Rubber, Manufacturing,
Energy, Allied Industrial and Service Workers International Union
("USW"), including certain of its local unions representing members
employed by USSC (the "Locals"), (d) the court-appointed
representatives of the non-USW employees and retirees of USSC
and their counsel (the "Salaried Representatives"), and the
Province, among others, will exchange contractual releases, and
the Sanction Order will provide further releases in favor of USSC,
U.S. Steel, and their affiliates and representatives.

The Transaction will lay the groundwork for Bedrock to carry on
USSC's operations at both the Hamilton Facility and the Lake Erie
Facility, preserving jobs for employees and providing collateral
benefits to the communities in which USSC currently operates. The
Transaction also provides a long-term commitment for the funding of
pensions and OPEBs and avoids the harsh consequences of an
immediate wind-up of the Pension Plans.

The proposed Transaction structure is the result of long and
challenging negotiations between diverse parties that have put USSC
on the path toward a fair and reasonable outcome for each of
its stakeholders. Indeed, the objective of the Plan contemplated by
the Plan Sponsor Agreement is to allow USSC to emerge from the CCAA
Proceedings in a manner that fairly and reasonably balances the
interests of all stakeholders. On Dec. 15, 2016, the Canadian Court
entered an order authorizing USSC to enter into the Plan Sponsor
Agreement.

                           Proposed Plan

On March 15, 2017, USSC filed with the Canadian Court an
Information Circular with Respect to a Plan of Compromise,
Arrangement and Reorganization.  The Plan Circular described the
Plan, which provided for the implementation of the Transaction
consistent with the Plan Sponsor Agreement.

Also on March 15, 2017, the Canadian Court issued an order
authorizing the Debtor to call, hold and conduct meetings of its
creditors to vote on the Plan and ancillary relief related
thereto.

The Original Plan provided for two classes of claims that are
entitled to vote: (a) the class of General Unsecured Creditors (the
"GUCs"); and (b) the class of Non-USW Main Pension and OPEB Claims
(the "Salaried Employees," and together with the GUCs, the
"Affected Creditors"). Under the Original Plan (and the Amended
Plan), each GUC with Proven Claims not exceeding an aggregate of
C$7,500 or who has filed an Election Notice with the Monitor (the
"Convenience Creditors") will receive, in full satisfaction of such
Proven Claims, a payment in an amount equal to the lesser of
C$7,500 and the actual amount of the Proven Claims. Each General
Unsecured Creditor with Proven Claims that exceed an aggregate of
C$7,500 and that has not filed an Election Notice, other than the
Province, will receive its pro rata share of the General Unsecured
Creditor Pool remaining after payment of all Convenience
Creditors.

Pursuant to its support agreement with USSC and subject to the
terms and conditions set out therein, the Province has agreed to
vote its Proven Claim in favor of the Arrangement Resolution but
has agreed not to receive its pro rata share of the General
Unsecured Creditor Pool in respect of its claim of approximately
C$150 million. Under the Plan, U.S. Steel would not be a General
Unsecured Creditor and therefore will not receive any
proceeds from the General Unsecured Creditor Pool in respect of its
unsecured claims.

On April 26, 2017, USSC obtained an order from the Canadian Court
authorizing it to file an amended plan of compromise, arrangement,
and reorganization (the "Amended Plan") and approving the
classification of creditors thereunder.

On the same date, USSC filed a supplement to the Plan Circular to
reflect the Canadian Court approval of a settlement with the
Salaried Employees, pursuant to which the Salaried Employees class
agreed to vote in favor of the Amended Plan in exchange for the
following consideration: (a) a "parity" clause between the
treatment of OPEBs of the Non-USW Active and Retiree Beneficiaries
and any such treatment of members of USW Local 1005 in an agreement
that had yet to be reached at the time; (b) C$9 million to be paid
by USSC in full satisfaction of Non-USW Employee Termination Claims
and Non-USW Unfunded Supplemental Pension Claims; and (c) agreement
by all active Salaried Employees of USSC who currently participate
in a Main Pension Plan, to cease to accrue further defined benefit
pension benefits under the applicable Main Pension Plan as of Dec.
31, 2017 and to join the Group Registered Retirement Savings Plan
maintained by USSC effective Jan. 1, 2018.

On April 27, 2017, as required under the CCAA, the Debtor held two
meetings, one for each class of creditors, at which meetings the
holders of claims in each class voted overwhelmingly in favor of
the Amended Plan. With respect to the GUCs, 95.79% by number, and
95.33% by value, of votes were cast in favor of the Amended Plan.
With respect to the Salaried Employees, 99.93% by number, and
99.94% by value, of votes were cast in favor of the Amended Plan.

The Amended Plan sets out a number of conditions precedent to the
effectiveness of the Amended Plan, including, among others, the
following:

   (i) the Amended Plan will have been approved by each class of
Affected Creditors;

  (ii) the Sanction Order will have been issued by the Canadian
Court;

(iii) the applicable appeal periods with respect to the Sanction
Order will have run;

  (iv) the Sanction Order will have been recognized and given full
force and effect in the United States by an order of the U.S.
Bankruptcy Court in a chapter 15 proceeding;

   (v) Bedrock will have paid to the Debtor the Plan Funding
Amount (defined as the amount required, in excess of cash on hand,
to fund the General Unsecured Creditor Pool and the Unresolved
Claims Reserve, and to fund other payments by the Debtor so to
leave the Debtor with no less than C$5 million in cash immediately
after the effective date of the Amended Plan);

  (vi) the CBA Amendments will have been executed, ratified,
and become effective in accordance with their terms, subject only
to the occurrence of the Plan Implementation Date;

  (vii) the satisfaction of the Environmental Closing Conditions;

(viii) the satisfaction of certain D&O Closing Conditions;

   (ix) the satisfaction of certain closing conditions with respect
to the United States Steel and Carnegie Pension Fund
("USSCPF");

    (x) the satisfaction of the USS Closing Conditions; and

   (xi) the satisfaction of the USS Indemnity Release Conditions.

The Amended Plan provides for customary releases of: (i) USSC and
its subsidiaries; (ii) the CRO; (iii) the Monitor; and (iv) their
respective Representatives. In addition, each of the Stakeholders
(defined to include (a) the Province, (b) U.S. Steel, (c) USSCPF,
(d) the Salaried Employees and (e) the USW and the Locals) will
execute contractual releases between or among each of the
Stakeholders, the Debtor, and their respective Representatives,
among others, substantially in the form of the global release
agreement attached as Schedule J to the Amended Plan.

Under the Amended Plan, USSC may file further amendments thereto
with the consent of the relevant parties and the Monitor and
subject to the restrictions set forth therein (the Amended Plan, as
may be so amended, the "Plan").

The Debtor has set June 9, 2017 as the date of the hearing (the
"Sanction Hearing") during which it will seek an order of the
Canadian Court approving and sanctioning the Plan (the "Sanction
Order").

Furthermore, the Debtor and other parties in interest have
established June 30, 2017 as the target implementation date of the
Plan and the closing of the Transaction contemplated therein. This
date is also significant, among other reasons, because it is the
date on which the DIP Facility matures and the Plan Sponsor and
Province Support Agreements expire.

Recognition and giving full force and effect to the Sanction Order
in the United States under chapter 15 of the Bankruptcy Code is a
condition precedent to the implementation of the Plan, which is in
turn a condition precedent to the consummation of the Transaction.
Accordingly, the Foreign Representative submits it is vital to the
Debtor's ability to carry out the Transaction and achieve the
objectives of the Plan that the recognition of the CCAA Proceedings
is granted and that the Sanction Order (expected to be entered by
the time the recognition hearing will take place before the U.S.
Court) be given full force and effect by the Court.

                      About U.S. Steel Canada

U.S. Steel Canada (USSC) is an indirect, wholly-owned Canadian
subsidiary of United States Steel Corporation ("U.S. Steel"). U.S.
Steel is an integrated steel producer headquartered in Pittsburgh,
Pennsylvania, and is one of the largest steel producers in North
America and a significant global manufacturer. USSC was acquired by
U.S. Steel in October 2007.

USSC operates from two principal facilities – Lake Erie Works
(the "Lake Erie Facility"), located on the shores of Lake Erie near
Nanticoke, Ontario, and Hamilton Works (the "Hamilton Facility"),
located in Hamilton, Ontario.

On Sept. 16, 2014, USSC applied for and was granted protection by
the Ontario Superior Court of Justice (Commercial List) (the
"Canadian Court") pursuant to the CCAA (the "CCAA Filing Date").

On Sept. 16, 2014, the Canadian Court entered an order (as amended
and restated, the "Initial Order") appointing Ernst & Young Inc. as
Monitor of the Debtor in the CCAA proceeding (the "Monitor").

The Debtor also retained Rothschild Inc. ("Rothschild") as its
financial advisor to provide restructuring advice to the Debtor
covering a range of matters including stakeholder analysis and
advice relating to the financial structure of the Debtor on
emergence from the CCAA Proceedings.

On June 2, 2017, USSC filed a Chapter 15 petition (Bankr. S.D.N.Y.
Case No. 17-11519) to seek recognition of its CCAA proceedings and
the CCAA acquisition and plan sponsor agreement (as amended, the
"Plan Sponsor Agreement") with Bedrock Industries L.P.. Weil
Gotshal & Manges, LLP, is serving as counsel to the Debtor in the
Chapter 15 case.

McCarthy Tetrault LLP is the Debtor's Canadian counsel.

Thornton Grout Finnigan LLP is counsel to U.S. Steel Corp.

Goldman Sloan Nash & Haber LLP is counsel to Bedrock.


UNILIFE CORP: Taps Protiviti as Financial Advisor
-------------------------------------------------
Unilife Corporation, Unilife Medical Solutions, Inc., and Unilife
Cross Farm LLC seek authorization from the U.S. Bankruptcy Court
for the District of Delaware to employ Protiviti Inc. as financial
advisor, nunc pro tunc to May 1, 2017.

The Debtors require Protiviti to:

   (a) assist with the preparation of the Bankruptcy Schedules and

       the Statements of Financial Affairs for each of the Debtors

       and the monthly operating reports for the Debtors;

   (b) assist with the preparation of variance reporting for the
       Debtors' DIP loan;

   (c) assist counsel and provide support and testimony, if
       requested by counsel for any motions, recovery actions or
       litigation during the pendency of the Chapter 11 cases; and

   (d) assist with other matters that may arise in the course of
       this engagement as agreed between Protiviti and the   
       Debtors.

Protiviti will be paid at these hourly rates:

       Managing Director                   $650
       Directors & Associate Directors     $450-$480
       Senior Managers & Managers          $315-$370
       Senior Consultants & Consultants    $190-$225

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

Protiviti will ensure that its billings will not exceed the
Debtors' budget of $50,000 for the month of May 2017 and $35,000
for the month of June 2017.

Guy A. Davis, managing director of Protiviti, assured the Court
that the firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code and does not represent any
interest adverse to the Debtors and their estates.

The Bankruptcy Court will hold a hearing on the application on June
12, 2017, at 10:00 a.m.  Objections, if any, are due June 5, 2017,
at 4:00 p.m.

Protiviti can be reached at:

       Guy A. Davis
       PROTIVITI INC.
       1051 East Cary Street, Ste 602
       Richmond, VA 23219
       Fax: (804) 644-7000
       E-mail: guy.davis@protiviti.com

                      About Unilife Corporation

Unilife Corporation -- http://www.unilife.com-- is a U.S.-based  
developer and commercial supplier of injectable drug delivery
systems. Unilife has a portfolio of innovative, differentiated
products with a primary focus on wearable injectors. Products
within each platform are customizable to address specific customer,
drug and patient requirements.

Unilife Corporation filed a Chapter 11 bankruptcy petition (Bankr.
S.D.N.Y. Case No. 17-10805) on April 12, 2017.  John Ryan, chief
executive officer, signed the petition.

The Hon. Laurie Selber Silverstein presides over the case.  

Cozen O'Connor, Esq., serves as counsel to the Debtor.

The Debtor disclosed total assets of $82.98 million and total
liabilities of $201.0 million.



UNILIFE CORP: U.S. Trustee Forms 2-Member Committee
---------------------------------------------------
Andrew Vara, acting U.S. trustee for Region 3, on June 2 appointed
two creditors to serve on the official committee of unsecured
creditors in the Chapter 11 cases of Unilife Corp. and its
affiliates.

The committee members are:

     (1) MTD Micro Molding, Inc.
         Attn: Dennis Tully
         15 Trolley Crossing RD
         Charlton, MA 01507
         Phone: 508-248-0111, Ext 27
         Fax: 508-248-0777

     (2) Kahle Automation
         Attn: Julie Logothetis
         89 Headquarters Plaza, N., 3rd Floor
         Morristown, NJ 07960
         Phone: 973-993-1850

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 Unilife Corporation

Unilife Corporation -- http://www.unilife.com-- is a U.S.-based
developer and commercial supplier of injectable drug deliver
systems. Unilife has a portfolio of innovative, differentiated
products with a primary focus on wearable injectors. Products
within each platform are customizable to address specific customer,
drug and patient requirements.

Unilife Corporation and its two affiliates filed Chapter 11
petitions (Bankr. S.D.N.Y. Lead Case No. 17-10805) on April 12,
2017.  John Ryan, chief executive officer, signed the petitions.

Judge Laurie Selber Silverstein presides over the cases.  

Cozen O'Connor, Esq., serves as counsel to the Debtors.  The
Debtors hired SSG Advisors, LLC as investment banker; Leydig, Voit
& Mayer, Ltd. and Duane Morris, LLP as special counsel; and Rust
Consulting/Omni Bankruptcy as claims and noticing agent.

The Debtor disclosed total assets of $82.98 million and total
liabilities of $201.0 million.


UNITED CORP: Amends Plan to Disclose New Deal with Global Granites
------------------------------------------------------------------
United Corp. Int'l, Inc. filed with the U.S. Bankruptcy Court for
the Northern District of Georgia its latest disclosure statement,
which explains its proposed plan to exit Chapter 11 protection.

The company disclosed in the document that it negotiated a
post-petition arrangement with Global Granites, Inc. in order to
continue its business following its bankruptcy filing.

Under the post-petition arrangement, Global Granite agreed to
continue supplying stone to United Corp. on three conditions.  

One condition is that the amount of stone that United Corp. can
access in a month should be limited to $80,000 per month of stone
unless it receives prior approval from Global Granites for a higher
amount based on customer orders.

Another condition is that payment to Global Granites should be due
by the end of the following month and a late charge will be
assessed monthly on the amount of post-petition credit not paid
when due.

The third condition is that United Corp. will continue to
acknowledge Global Granite's ownership interest in the stone stored
in its warehouse and the terms and conditions of their consignment
agreement will remain in effect.

United Corp. also disclosed in the latest filing that it filed a
formal objection on May 6 to the claim asserted by GK Granite, LLC
in the amount of $285,518.99.  An initial hearing on the objection
is scheduled for June 15.

The claim relates to the alleged balance due for stone products
supplied by GK Granite.  It was initially pursued by the creditor
via civil lawsuit filed in the State Court of Gwinnett County,
Georgia, according to United Corp.'s disclosure statement filed on
May 23.  

A copy of the amended disclosure statement is available for free at
https://is.gd/4Zx59J                    

                     About United Corp. Int'l

United Corp. Int'l, Inc. fabricates stone products consisting of
granite, limestone, marble and related stone.  Its customers are
both residential homeowners and single family and multi-family home
builders in and around the State of Georgia.

Debtor maintains a principal place of business at 6555 Jimmy Carter
Boulevard, Norcross, Georgia via a commercial building lease with
Nest Investment, Inc.  It also maintains a warehouse at 6899
Peachtree Industrial Boulevard, Suite J-K, Norcross, GA 30092 via a
warehouse lease with Peachtree Industrial Partners, LLP.

Debtor sought protection under Chapter 11 of the Bankruptcy Code
(Bankr. N.D. Ga. Case No. 16-60912) on June 23, 2016.  The petition
was signed by Touraj Nayebosadri, president.  Debtor is represented
by Rodney L. Eason, Esq.

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

On March 23, 2017, the Debtor filed a disclosure statement, which
explains its proposed Chapter 11 plan of reorganization.


UPLIFT RX: Hires PwC Corporate Finance as Financial Advisor
-----------------------------------------------------------
Uplift Rx, LLC and its debtor-affiliates seek authorization from
the U.S. Bankruptcy Court for the Southern District of Texas to
employ PricewaterhouseCoopers Corporate Finance LLC ("PwC CF") as
financial advisor, nunc pro tunc to April 10, 2017.

The Debtors require PwC CF to:

   (a) assist the Debtors in the development and distribution of
       selected information, documents and other materials;

   (b) assist the Debtor in evaluating indications of interest and

       proposals regarding any financing, sale and restructuring
       transactions from current and potential lenders, equity
       investors, acquirers and strategic partners;

   (c) assist the Debtors in its preparation for meetings with the

       creditor groups, official constituencies and other
       interested parties, as necessary, and assist and
       participate in management's presentations to potential
       buyers;

   (d) assist the Debtors in negotiation of any Transactions;

   (e) provide testimony as to any contemplated Transactions;

   (f) provide other services as may from time to time be
       specifically agreed upon by PwC CF and the Debtors and
       which are consistent with applicable state, local or
       professional regulations.

PwC CF will be paid according to this fee structure:

   -- Non-contingent Hourly Fees. Debtors shall pay PwC CF non-
      contingent hourly-based fees based on each employee's
      applicable hourly rates as provided in PwC CF's engagement
      letter;

   -- Contingent Financing Fees. PwC CF will be entitled to
      receive Financing Fees ranging from 0.5% to 2.0% based on
      the amount of time that the financing or funding becomes
      available to the Debtors;

   -- Contingent Sale Fees. PwC CF will be entitled to receive a
      2% fee on the Transaction Valued upon consummation of the
      Sale; and

   -- Restructuring Transaction Fees. PwC CF will be entitled to
      receive a 2% fee on the sum of all the Liabilities and
      Equity of the reorganized Company upon emergence from
      Chapter 11.

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

Prior to the April 7-9, 2017 filings of the petitions in these
cases, Alliance Medical Administration, Inc. paid PwC CF an advance
fee of $100,000 to be used by all Debtors for restructuring and
related services. As of the April 7 petition date, PwC CF has
utilized the entire Advance Fee against pre-petition restructuring
services.

Bruce M. Buchanan, managing director of PwC CF, assured the Court
that the firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code and does not represent any
interest adverse to the Debtors and their estates.

The Bankruptcy Court will hold a hearing on the application on June
7, 2017, at 9:00 a.m.

PwC CF can be reached at:

       Bruce M. Buchanan
       PRICEWATERHOUSECOOPERS
       CORPORATE FINANCE LLC
       300 Madison Avenue
       New York, NY 10017
       Tel: (646) 471-3000

                          About Uplift Rx

Uplift Rx, LLC is a Texas Limited Liability Company formed in June
2016.  It operates pharmacy located in Houston, Texas.  Uplift Rx,
along with other affiliated entities together make up the Alliance
Healthcare family, a group of privately held companies
headquartered in South Jordan, Utah.  The Alliance network consists
of 20 pharmacies across the country, including three pharmacies in
Texas.  Since 2006, the Alliance Healthcare companies have been
working to improve the well-being of those with chronic health
conditions such as diabetes.

Uplift Rx, LLC and its debtor affiliates sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Lead Case No.
17-32186) on April 7 and 8, 2017.  The petitions were signed by
Jeffrey C. Smith, chief executive officer.  

At the time of the filing, the Debtors estimated assets of less
than $1 million and liabilities of $50 million to $100 million.
The cases are assigned to Judge Marvin Isgur.

On May 3, 2017, the Office of the U.S. Trustee appointed an
official committee of unsecured creditors.


VANGUARD NATURAL: Disclosure Statement to 2nd Amended Plan Okayed
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas on
June 2, 2017, approved the disclosure statement explaining Vanguard
Natural Resources, LLC and certain subsidiaries' Second Amended
Joint Plan of Reorganization, dated May 31, 2017.

The Court entered the Order: (I) Approving Debtors' Disclosure
Statement for Second Amended Joint Plan of Reorganization; (II)
Establishing Voting Record Date; (III) Approving Solicitation
Packages and Distribution Procedures; (IV) Approving Forms of
Ballot and Establishing Procedures for Voting on Joint Plan of
Reorganization; (V) Approving Forms of Notice to Non-Voting Classes
under Plan; (VI) Establishing Voting Deadline to Accept or Reject
Plan; (VII) Approving Procedures for Vote Tabulations; (VIII)
Approving Rights Offering Procedures and Related Materials; and
(IX) Establishing Confirmation Hearing Date and Notice and
Objection Procedures in Respect Thereof.  

Pursuant to the Second Amended Plan, upon the consummation of the
Plan of Reorganization, the Company will sell all of its assets to
a corporation owned by those parties participating in the rights
offering and the second lien lenders in exchange for the assumption
of the Company's first lien debt, the assumption of the Company's
second lien debt, a cash payment from the Acquiring Corporation,
common stock of the Acquiring Corporation and warrants to acquire
common stock of the Acquiring Corporation.

Upon consummation of the transaction, the Company expects to
recognize both cancellation of indebtedness income and a net loss
on the sale of all of its assets.

"Based on our current expectations of total enterprise value of
$1.425 billion as stated in the Plan of Reorganization, the Company
expects that there will be cancellation of indebtedness income
allocated to the holders of the common units of the Company who are
holders of record on the consummation date of the Plan of
Reorganization. In addition, the Company expects a net taxable loss
will be allocated to the holders of the common units who are
holders of record on the consummation date of the Plan of
Reorganization," the Company said.

The Company expects consummation of the Plan of Reorganization to
occur in 2017.  The Company's cancellation of indebtedness income
and net taxable loss arising from the consummation of the Plan of
Reorganization will be allocated to holders of the common units as
of the effective date of the Plan of Reorganization. For those
common unitholders who are holders of record on the effective date
of the Plan of Reorganization, the Company expects a net taxable
loss will be allocated to most holders of common units and will be
available to offset the cancellation of indebtedness income
allocated to such holder and that, depending on the amount of the
net taxable loss allocated to a holder, such net taxable loss may
fully offset the cancellation of indebtedness income allocated to
such holder. Losses carried forward by a holder from prior years
may be used to offset income allocated to such holder. Losses
allocated to a holder may not be claimed to the extent those losses
exceed the holder's tax basis in its common units and preferred
units of the Company.

A copy of the Illustrative Table of 2017 Estimated Taxable
Income/(Loss) per Common Unit by Partner Group prepared by the
Company is available at https://is.gd/9ZW4Id

               About Vanguard Natural Resources

Vanguard Natural Resources, LLC -- http://www.vnrllc.com/-- is a
publicly traded limited liability company focused on the
acquisition, production and development of oil and natural gas
properties.  Vanguard's assets consist primarily of producing and
non-producing oil and natural gas reserves located in the Green
River Basin in Wyoming, the Permian Basin in West Texas and New
Mexico, the Gulf Coast Basin in Texas, Louisiana, Mississippi and
Alabama, the Anadarko Basin in Oklahoma and North Texas, the
Piceance Basin in Colorado, the Big Horn Basin in Wyoming and
Montana, the Arkoma Basin in Arkansas and Oklahoma, the Williston
Basin in North Dakota and Montana, the Wind River Basin in
Wyoming, and the Powder River Basin in Wyoming.

Vanguard Natural Resources, LLC, and certain subsidiaries filed
voluntary petitions for relief under Chapter 11 of the Bankruptcy
Code (Bankr. S.D. Tex.) on Feb. 2, 2017.  The Chapter 11 Cases are
being administered under the caption In re Vanguard Natural
Resources, et al. Case No. 17-30560.  The Chapter 11 cases are
assigned to Hon. Judge Marvin Isgur.

The Debtors listed total assets of $1.54 billion and total debt
of $2.3 billion as of Feb. 1, 2017.

Paul Hastings LLP is serving as legal counsel and Evercore
Partners is acting as financial advisor to Vanguard.  Opportune
LLP is the Company's restructuring advisor.  Prime Clerk LLC is
serving as claims and noticing agent.

Judy R. Robbins, the U.S. Trustee for Region 7, on Feb. 14, 2017,
appointed three creditors to serve on the official committee of
unsecured creditors appointed in the Debtor's case.  The Committee
hired Akin Gump Strauss Hauer & Feld LLP as counsel and FTI
Consulting, Inc., as financial advisor.

The Company on March 16, 2017, filed a motion with the Bankruptcy
Court disclosing a Stipulation and Agreed Order entered into on
March 15, 2017, by and between the Debtors and certain unaffiliated
holders of its Preferred Units and common units pursuant to which
the Debtors and the Ad Hoc Equity Committee agreed, among other
things, that professionals for the Ad Hoc Equity Committee would be
funded by the Debtors' estates for services performed within a
defined scope and subject to agreed caps on fees and expenses as
described in the Stipulation and Agreed Order.

Counsel to the Ad Hoc Equity Committee are Sharon M. Beausoleil,
Esq., Alexander Chae, Esq., and Holland N. O'Neil, Esq., at
Gardere Wynne Sewell LLP.

Attorneys for Citibank, N.A, as administrative agent under the
Third Amended and Restated Credit Agreement, dated as of Sept. 30,
2011, are Chris Lopez, Esq., Stephen Karotkin, Esq., and Joseph H.
Smolinsky, Esq., at Weil Gotshal & Manges LLP.


VANTIV INC: Egan-Jones Hikes Sr. Unsecured Ratings to BB
--------------------------------------------------------
Egan-Jones Ratings, on May 19, 2017, raised the local currency and
foreign currency senior unsecured ratings on debt issued by Vantiv
Inc to BB from BB-.

Vantiv, Inc. is a public U.S.-based payment processing and
technology provider headquartered in the greater Cincinnati, Ohio
area.


VFH PARENT: Moody's Lowers Rating on Second Lien Notes to B2
------------------------------------------------------------
Moody's Investors Service downgraded VFH Parent LLC's (Virtu)
second lien notes to B2 from B1, and affirmed its first lien term
loan at Ba2, following the company's announcement that it had
changed the size of the two debt offerings. Moody's also affirmed
Virtu's Ba3 issuer and senior secured bank credit facility ratings.
Moody's said there is a stable outlook on all Virtu's ratings.

Virtu is the debt-issuing entity of Virtu Financial, Inc. (VFI,
unrated). Moody's said Virtu intends to use the proceeds of the
first and second lien debt instruments to finance, in part, the
acquisition of KCG Holdings, Inc. (KCG, B1, review for upgrade), to
redeem its existing senior secured bank credit facility, to repay
certain indebtedness of KCG, and for related expenses. The parties
expect the acquisition to close during the third quarter of 2017
after receipt of all required regulatory approvals and KCG
shareholder approval, said Moody's.

Moody's has taken the following rating actions:

-- Issuer rating, Ba3, Stable affirmed

-- Senior secured bank credit facility, Ba3, Stable affirmed

-- $1,150 million first lien term loan, Ba2, Stable affirmed

-- $500 million second lien notes, B2, Stable, Downgraded from B1,

    Stable

Outlook Actions:

-- Outlook, remains stable

RATINGS RATIONALE

Moody's said Virtu has changed the structure of its intended debt
financing related to its acquisition of KCG, by increasing the size
of its first lien term loan to $1,150 million from $825 million,
and by reducing the size of its second lien notes to $500 million
from $825 million, with no change in the overall $1,650 million
anticipated issuance. Moody's said the reduced size of the second
lien notes has increased their expected loss severity in the event
of default, resulting in their being downgraded one notch to B2
from B1. Moody's said the Ba2 rating on Virtu's first lien term
loan has not changed, because the change in expected loss severity
on this tranche of debt is not sufficient to warrant a change in
rating.

Moody's said the Ba2 rating on Virtu's first lien term loan is one
notch higher than Virtu's Ba3 issuer rating, reflecting the loan's
structural superiority in Virtu's capital structure. Similarly,
said Moody's, the B2 rating on Virtu's second lien notes is two
notches lower than Virtu's Ba3 issuer rating, reflecting the notes'
structural subordination in Virtu's capital structure.

Moody's said VFI's acquisition of KCG will diversify its revenues
by integrating KCG's order flow business servicing retail
brokerages and combines two market makers with similar business
models offering large cost synergies. Moody's said that the
acquisition carries execution risks, including an initial spike in
leverage, potential revenue losses and challenges of merging
trading platforms. The acquisition-related debt will increase the
combined debt burden of the two firms to roughly $1.65 billion,
said Moody's. Debt reduction is expected through cost savings,
combining legal entities and divesting non-core operations. Moody's
expects Virtu's leverage to remain elevated through 2017, in part
due to restructuring costs, with substantial improvement in debt
service metrics by the end of 2018. A key benefit of the business
combination is the expectation of up to $250 million in cost
savings (before restructuring costs) in personnel, technology,
office space and other costs. These synergies represent roughly
half of KCG's core cash operating costs in 2016, said Moody's.

Moody's said the combined entity will enjoy larger scale in US
markets and greater customer diversification, which should lead to
more reliable debt service for bondholders. The addition of KCG's
business as a wholesale liquidity provider to leading retail
brokerages will substantially increase Virtu's customer-oriented
revenue mix. Accordingly, Virtu intends to make no changes to
customers' interactions with KCG. Nonetheless, some revenue
declines are possible as customers diversify their liquidity
providers, and Virtu's management has forecast up to $42 million of
revenue declines through closing non-core businesses and potential
customer attrition. Moody's said preserving KCG's customer
relationships remains a key execution risk.

Moody's said effectively merging systems onto Virtu's unified
trading platform is another merger execution challenge and will
likely be the key to continuing Virtu's track record of consistent
trading performance and its ability to offer efficient execution to
its customers.

FACTORS THAT COULD LEAD TO AN UPGRADE

Moody's said upward rating pressure could develop if the KCG
acquisition is successfully executed, de-leveraging occurs
according to plan, and VFI emerges as a high frequency
market-making firm with greater customer diversification and
scale.

FACTORS THAT COULD LEAD TO A DOWNGRADE

Moody's said failure to achieve the expected merger benefits or to
fully integrate and control the operational risks of the combined
platform or reduce debt leverage according to plan could lead to a
downgrade of VFI's ratings. Potential future regulatory
requirements that adversely affect business practices and weaken
profitability could also lead to downward rating pressure.

The principal methodology used in these ratings was Securities
Industry Market Makers published in February 2017.


WASHINGTON PRIME: Moody's Affirms Ba1 Preferred Stock Rating
------------------------------------------------------------
Moody's Investors Service affirmed all of Washington Prime Group
Inc. (WPG)'s ratings, including the Baa3 senior unsecured debt
rating of its operating subsidiary, Washington Prime Group, LP. The
outlook was revised to negative from stable.

The following ratings were affirmed:

Washington Prime Group, LP -- issuer rating at Baa3; senior
unsecured debt at Baa3

Washington Prime Group Inc. -- preferred stock at Ba1

RATINGS RATIONALE

The negative outlook reflects the potential cash flow risk
associated with the REIT's mall portfolio due to an increasingly
challenging retail environment, especially for mall owners such as
Washington Prime that own portfolios with relatively low sales per
square foot (below $400). Moreover, the REIT has significant
upcoming debt maturities as $938 million comes due in 2019 and an
additional $947 million in 2020 (including extension options).

Washington Prime's comp NOI declined 0.7% for 1Q17, with a 1.8%
decline in mall NOI partially offset by 2.9% NOI growth from its
community centers. The REIT's community centers contribute 25% of
total NOI and are viewed as good quality assets that provide a
stable source of cash flows, a key credit strength supporting its
ratings.

Washington Prime's Tier 2-mall properties (20% of NOI), however,
experienced a 5.8% decline in comp NOI and Moody's is concerned
about the potential for accelerated declines as these malls are
more vulnerable amidst the challenging retail climate. Store
closures and tenant bankruptcies have been on the rise, as
retailers are facing increased competition from e-commerce and
changing consumer preferences, a trend that is expected to continue
for the foreseeable future.

The affirmation of Washington Prime's rating reflects its strong
fixed charge coverage, growing unencumbered assets , national
platform and diversification across two complementary asset
categories that enhances its leasing strategy. The REIT has also
reduced debt levels, although leverage is still considered high
given Moody's concerns about its lower productivity malls amidst
the current retail environment.

As a result of these concerns, Moody's expects stronger credit
metrics at the current rating level to counterbalance the REIT's
portfolio risk. A downgrade would result should Net Debt/EBITDA
exceed 6.0x or fixed charge coverage fall below 3.2x on a sustained
basis. Furthermore, failure to proactively refinance upcoming debt
maturities and significantly lengthen its maturity profile would
also result in a downgrade. Continued negative operating trends
and, particularly, continued adverse developments in the retail
space would also put pressure on the rating.

An upgrade is unlikely in the intermediate term given the negative
outlook. Longer term, positive ratings movement would reflect
improved asset quality (as measured by mall sales per square foot
above $450 on average) and sustained positive operating trends. Net
Debt/EBITDA around 5x, fixed charge coverage above 4x and secured
debt closer to 10% of gross assets would also be needed.

Washington Prime Group Inc. (NYSE: WPG) is a retail REIT that owns
and manages 110 enclosed and open air shopping centers totaling 60
million square feet across the United States.

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


WESTAK INC: Hires Campeau Goodsell as Bankruptcy Counsel
--------------------------------------------------------
Westak, Inc. seeks authorization from the U.S. Bankruptcy Court for
the Northern District of California to employ Campeau Goodsell
Smith, L.C. as general bankruptcy counsel.

Campeau Goodsell will be paid at these hourly rates:

       Attorney/Associates        $340-$475
       Paralegals                 $75

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

Campeau Goodsell agreed on an initial retainer of $50,000 in
connection with the case which the Debtor paid on May 9, 2017.

William J. Healy, member of Campeau Goodsell, assured the Court
that the firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code and does not represent any
interest adverse to the Debtor and its estate.

Campeau Goodsell can be reached at:

       Scott L. Goodsell, Esq.
       William J. Healy, Esq.
       CAMPEAU GOODSELL SMITH, L.C.
       440 N. 1st Street, Suite 100
       San Jose, CA 95112
       Tel: (408) 295-9555
       Fax: (408) 295-6606
       E-mail: sgoodsell@campeaulaw.com
               whealy@campeaulaw.com

Westak, Inc. -- http://www.westak.com/-- manufactures printed
circuit boards.  The Company offers flex and rigid flex, solder
paste stencils, and in-circuit testing, as well as rigid
double-sided, multi-layered, and volume interconnects.

Westak, Inc., based in Sunnyvale, Calif., filed a Chapter 11
petition (Bankr. N.D. Calif. Case No. 17-51123) on May 10, 2017.
The Hon. Stephen L. Johnson presides over the case.  Scott L.
Goodsell, Esq., at Campeau Goodsell Smith, L.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 Luise
Crisham, chief executive officer.



WESTECH CAPITAL: June 29 Plan Confirmation Hearing
--------------------------------------------------
A hearing to consider the confirmation of the Chapter 11 Plan filed
by Gregory S. Milligan, the Chapter 11 Trustee for Westech Capital
Corp., will be held on June 29, 2017, at 9:30 a.m.

Class 4 Claims, which include all allowed unsecured priority
claims, will be paid in priority, after post-confirmation operating
expenses and Class 1 through Class 3 Claims, up to 100% of the
Allowed Class 4 Claims, without interest, attorney's fees or costs,
and from time to time from the assets of the Revested Debtor.  The
Class 4 Allowed Unsecured Priority Claims are impaired under the
Plan and, accordingly, are entitled to vote for or against the
Plan.  The Trustee believes there are no claims in this class.

Class 5 Claims, which include all Allowed Unsecured Claims that
have not been subordinated by agreement or order of the Court, will
be paid in priority, after postconfirmation operating expenses and
Class 1 through Class 4 Claims, up to 100% of the Allowed Class 5
Claims, without interest, attorney's fees or costs, and from time
to time from the assets of the Revested Debtor.  The Class 5
Allowed Unsecured Claims are Impaired under the Plan and,
accordingly, are entitled to vote for or against the Plan.  The
total amount of proofs of claim filed, including contingent claims,
plus claims scheduled by the Debtor as undisputed is
$12,774,834.48.  The Trustee estimates that the allowed claims
entitled to payment under the Plan will ultimately be a small
fraction of that amount.

John Gorman filed Proofs of Claim totaling $9,724,712.80.  The
Trustee does not believe that these claims are valid; moreover, Mr.
Gorman's claims are subject to offset against claims by the Debtor
against him, and are subject to subordination.  The Debtor does not
believe that the claims of John Randolph ($261,981) or Craig Biddle
($42,500) are valid because they arise out of their employment by
Westech's subsidiary, Tejas, not Westech, and their claims arise
out of compensation alleged owed them by Tejas.  The Trustee will
object to these claims.  The Trustee has not yet completed his
review of claims for possible objections, but notes there are some
claims that appear to be duplicates (i.e., Salomone and AIG), and
the Claims of Salamone and Halder are subject to offset against
claims by the Debtor against them, and subordination.

If the Trustee's litigation is successful and his claims objections
are sustained, the maximum amount of Allowed Claims in this class
will be no more than $1 million.  If the Trustee's litigation is
not successful and his claims objections are not sustained, then
the Holders of some or all of those Claims will be entitled to
participate in the distributions to Class 5 Creditors to the extent
the Court finds that the claims are valid.

The Second Amended Disclosure Statement is available at:

         http://bankrupt.com/misc/txwb16-10300-302.pdf

As reported by the Troubled Company Reporter on May 24, 2017, the
Trustee previously filed with the Court an amended disclosure
statement describing his plan of reorganization for the Debtor,
which proposed that Class 5 Unsecured Claims Creditors be paid over
time from cash of the Revested Debtor remaining after the payment
of post-confirmation operations, Class 2, 3 and 4 Claims.

Objections to the confirmation of the Plan must be filed by June
22, 2017, at 5:00 p.m.

The deadline for the submission of ballots for acceptance or
rejection of the Plan is June 22, 2017, at 5:00 p.m.

                   About Westech Capital Corp.

Westech Capital Corp is a financial services holding company.  Its
primary business operating subsidiary is Tejas Securities Group,
Inc.

Westech Capital Corp., fka Tejas, Inc., filed for Chapter 11
bankruptcy (Bankr. W.D. Tex. Case No. 16-10300) on March 14, 2016.

The petition was signed by Gary Salamone, CEO.  Stephen A.
Roberts,
Esq., at Strasburger & Price, serves as counsel to the Debtor.

Westech estimated $1 million to $10 million in both assets and
liabilities.

The Chapter 11 case was originally filed by Westech, under the
guidance and operations of its board of directors.  Subsequent to
the filing, certain parties and parties-in-interest moved to
appoint a Chapter 11 Trustee as a result of allegations of insider
mishandling of the affairs of the Debtor and failing to disclose
material or significant relationships.

On July 29, 2016, the Court ordered the appointment of a  Chapter
11 Trustee, and, thereafter, the Office of the U.S. Trustee
appointed Gregory S. Milligan as the Chapter 11 Trustee, an
appointment approved by an order of the Court on Aug. 10, 2016.

The Trustee tapped Jordan, Hyden, Womble, Culbreth, & Holzer,
P.C.,
in Corpus Christi, Texas, as counsel in the case.


WHAA LLC: Case Summary & 4 Unsecured Creditors
----------------------------------------------
Debtor: WHAA LLC
        5494 Arrow Hwy
        Montclair, CA 91763

Business Description: WHAA LLC listed its business as a
                      single asset real estate as defined
                      in 11 U.S.C. Section 101(51B).  It is
                      the fee simple owner of a commercial
                      building located at 5494 E. Arrow
                      Highway, Montclair, CA 91763 valued
                      at $975,000.  The Debtor also has a
                      fee simple interest in an industrial
                      commercial property located at 5512
                      Arrow Highway, Montclair CA 91763 with
                      a current value of $975,000.  WHAA
                      is an affiliate of Biodata Medical
                      Laboratories, Inc. that sought bankruptcy
                      protection on Nov. 28, 2016 (Bankr. C.D.
                      Calif. Case No. 16-20446).

Chapter 11 Petition Date: June 2, 2017

Case No.: 17-14661

Court: United States Bankruptcy Court
       Central District of California (Riverside)

Judge: Hon. Mark S Wallace

Debtor's Counsel: Margarit Kazaryan, Esq.
                  LAW OFFICES OF MARGARIT KAZARYAN
                  1200 S Brand Blvd Ste 180
                  Glendale, CA 91204
                  Tel: 818-296-9141
                  Fax: 818-296-9092
                  E-mail: kazaryanlaw@gmail.com

Total Assets: $2.01 million

Total Liabilities: $1.36 million

The petition was signed by Henry Wallach, managing member.

A copy of the Debtor's list of four unsecured creditors is
available for free at http://bankrupt.com/misc/cacb17-14661.pdf


WILLIAMS SEAFOOD: Case Summary & Unsecured Creditor
---------------------------------------------------
Debtor: Williams Seafood Restaurant, Inc.
        8010 U.S. Highway 80 East
        Savannah, GA 31410

Case No.: 17-40819

Business Description: The Debtor listed its business as a
                      single asset real estate as defined
                      in 11 U.S.C. Section 101(51B).  It owns
                      the Williams Seafood Restaurant located at
                      8010 Us Highway 80 E, Savannah GA 31410.
                      The Company previously sought bankruptcy
                      protection on Aug. 30, 2013 (Bank.
                      S.D. Ga. Case No. 13-41622).

Chapter 11 Petition Date: June 2, 2017

Court: United States Bankruptcy Court
       Southern District of Georgia (Savannah)

Judge: Hon. Edward J. Coleman III

Debtor's Counsel: James L Drake, Jr., Esq.
                  JAMES L. DRAKE, JR. P.C.
                  P.O. Box 9945
                  Savannah, GA 31405
                  Tel: 912-790-1533
                  E-mail: jdrake@drakefirmpc.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $500,000 to $1 million

The petition was signed by Carol Williams Schwalbe, president.

The list of 20 largest unsecured creditors has a lone entry: James
A. Daly, III, M.D., holding an unsecured claim of $15,000.

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

           http://bankrupt.com/misc/gasb17-40819.pdf


WILLISTON PARKS: S&P Lowers Rating on 2012A Revenue Bonds to 'B'
----------------------------------------------------------------
S&P Global Ratings has lowered its ratings on Williston Parks &
Recreation District, N.D.'s series 2012A senior-lien sale tax and
gross revenue bonds five notches to 'B' from 'BBB-'.  S&P also
lowered its rating on the district's series 2012C subordinate-lien
sales tax and gross revenue to 'B-' from 'BBB-'.  At the same time,
S&P placed both ratings on CreditWatch with negative implications.

"The multinotch downgrades on the senior- and subordinate-lien debt
reflect the worsening structural imbalance in the district's
operating budget, which is largely due to the need to use excess
revenues to pay debt service on the 2012 bonds and which we now
believe severe enough to exhaust the district's operating reserves
and internal liquidity by as early as fiscal 2018 if left
unaddressed," said S&P Global Ratings credit analyst Scott Nees.
The downgrades also reflect the district's recent disclosures that
it has misapplied pledged gross revenues as required by the bond
indenture, which resulted in several million dollars in gross park
revenues not being applied to the early redemption of
subordinate-lien bullet maturities.  The misapplication, moreover,
masked what would have been a much larger structural budget deficit
from 2013 onward, as revenues pledged to the bonds were used
instead to fund operations.

"Given these factors and in particular the severity of the
district's structural budget gap, the bonds exhibit a degree of
vulnerability that, in our view, is consistent with a 'B' category
rating, where, by definition, adverse conditions will likely impair
the obligor's capacity or willingness to meet its financial
commitment on its obligations," said Mr. Nees.  The rating on the
2012C subordinate-lien bonds is one notch below that on the 2012A
senior-lien bonds because S&P believes the flow of funds, coupled
with the serial misapplication of pledged revenues, demonstrate
weaker protection for subordinate-lien bondholders, as compared to
senior-lien holders.

S&P has also placed its ratings on both series of bonds on
CreditWatch with negative implications because S&P understands that
the district is planning on refinancing and restructuring the 2012C
series within the next 90 days, and S&P's assessment of the bonds'
credit risk could change depending on the outcome of the bond sale.
The 2012 bond structure requires pledged revenues, including park
gross revenues, to remain in the 2012 flow of funds after funding
current-year debt service accounts, meeting reserving requirements,
and paying fees, and to be applied to the early redemption of the
2012C bullet maturity in 2032.  Excess park gross revenues thus
remain trapped in the 2012 indenture until the 2012C bonds are
fully repaid.  The proposed 2017 refunding bonds would level
required debt service on the subordinate bonds, eliminating the
single bullet maturity, and would allow excess park gross revenues
to flow back to the district monthly to support operations, after
meeting senior indenture requirements and after meeting debt
service and reserve requirements on the 2017 bonds.  The 2012A
senior bond structure would remain unchanged.

"Following the sale of the 2017 refunding bonds and once the
details of the 2017 bond structure are finalized, we should be in a
better position to evaluate the district's near- to medium-term
financial prospects, and we therefore expect to resolve the
CreditWatch within 90 days," added Mr. Nees.  S&P expresses no
opinion as to the creditworthiness of the proposed series 2017
bonds, which S&P is not being asked to rate, and underscore that
its ratings and analysis apply only to the 2012A and 2012C bonds.
S&P notes, as well, that assuming the 2012C bonds are fully
defeased, our ratings on the bonds would be withdrawn, though S&P
would still maintain a rating on the 2012A series.

The series 2012A senior and 2012C subordinate bonds are both
secured by the one-half cent "project portion" of the district's
one-cent citywide sales tax and by park gross revenues, with the
2012A bonds having a senior lien against both pledged revenue
streams.

The Williston Parks & Recreation District is a separate entity from
the city of Williston, though its boundaries are coterminous with
those of the city.  It operates 370 acres of parks and athletic
fields, maintains 8.7 miles of trails, runs a municipal golf
course, and operates the 240,000-square-foot recreational facility
for which the 2012 bonds were issued.


WOW ORTHODONTICS: Amends Liquidation Analysis
---------------------------------------------
WOW Orthodontics, Inc., filed with the US Bankruptcy Court for the
Middle District of Tennessee its first amended disclosure statement
to accompany its plan of reorganization, dated May 19, 2017.

This version of the disclosure statement changes the liquidation
analysis presented in the previous one.

The Debtor believes a forced liquidation would result in less
favorable treatment of creditors than that which is proposed in the
plan.

In summary, a liquidation of the Debtor's assets would not be
sufficient to pay even the Secured Claims in full. The Plan
provides for payment in full to the Secured Creditors. The Plan
also provides for payment in full to Priority Claimants and to
Unsecured Claimants at ten percent of their claim amount. A Chapter
7 liquidation would result in zero distribution to the Unsecured
Claimants. Accordingly, the Debtor believes that the distribution
proposed in the Plan is preferable to a Chapter 7 liquidation.
Therefore, acceptance of the Plan is in the best interest of
creditors.

A copy of the First Amended Disclosure Statement is available at:

     http://bankrupt.com/misc/tnmb3-16-00626-67.pdf

                  About WOW Orthodontics

WOW Orthodontics Inc. is an orthodontics practice in Brentwood,
Tennessee, which has been in business since June 2013.  The Debtor
is owned and operated by Wendy Oakes Wilhelm, DDS.

The Debtor sought protection under Chapter 11 of the Bankruptcy
Code in the U.S. Bankruptcy Court for the Middle District of
Tennessee (Nashville) (Bankr. M.D. Tenn., Case No. 16-00626) on
February 1, 2016. The petition was signed by Wendy Oakes Wilhelm,
owner.

The Debtor is represented by Elliott Warner Jones, Esq., at Emerge
Law Plc. The case is assigned to Judge Marian Harrison.

The Debtor estimated assets of $500,000 to $1 million and debts of
$1 million to $10 million.

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


WTE S&S AG: Allowed to Continue Using Cash Collateral Until July 31
-------------------------------------------------------------------
Judge Donald R. Cassling of the U.S. Bankruptcy Court for the
Northern District of Illinois authorized WTE-S&S AG Enterprises LLC
to use cash collateral on an interim basis during the period from
June 4, 2017 through July 31, 2017.

A final hearing on the Debtor's use of cash collateral is scheduled
on July 18, 2017 at 10:00 a.m.

The Debtor is authorized to make the expenditures set forth on the
Budget, plus no more than 10% of the total proposed expense
payments.  The Budget provides total disbursements in the amount of
$67,300 during the period of week ending June 5, 2017 through the
week ending July 31, 2017.

State Bank of Chilton have consented to the Debtor's continued use
of cash collateral. In return for the Debtor's continued interim
use of cash collateral, State Bank of Chilton is granted the
following adequate protection for its purported secured interests
in the Debtor's property:

   (a) The Debtor will permit State Bank of Chilton to inspect its
books and records;

   (b) The Debtor will maintain and pay premiums for insurance to
cover all of its assets from fire, theft and water damage;

   (c) The Debtor will make available to State Bank of Chilton
evidence of that which constitutes its collateral or proceeds;

   (d) The Debtor will properly maintain its assets in good repair
and properly manage its business;

   (e) State Bank of Chilton will be granted a valid, perfected,
enforceable security interests in the Debtor's post-petition
assets, including all proceeds and products which become property
of the estate to the extent and priority of its alleged
pre-petition liens, but only to the extent of any diminution in the
value of such assets from the Petition Date through July 31, 2017.

A full-text copy of the Order, dated June 1, 2017, is available at

https://is.gd/7fqMo2

                  About WTE-S&S AG Enterprises

WTE-S&S AG Enterprises, LLC, is a limited liability company formed
for the purpose of constructing an anaerobic digester on the
largest dairy farm in Door County, Wisconsin, so as to generate
electricity from harnessing methane extracted from animal waste.

WTE-S&S AG Enterprises filed for Chapter 11 bankruptcy protection
(Bankr. N.D. Ill. Case No. 16-09913) on March 23, 2016.  The
petition was signed by James G. Philip, manager and designated
representative.  The Debtor estimated assets and liabilities in the
range of $1 million to $10 million at the time of the filing.

The case is assigned to Judge Donald R. Cassling.

The Debtor is represented by David K. Welch, Esq., at Crane,
Heyrnan, Simon, Welch & Clar.


XEROX CORP: Egan-Jones Lowers Sr. Unsecured Ratings to BB
---------------------------------------------------------
Egan-Jones Ratings, on May 18, 2017, downgraded the local currency
and foreign currency senior unsecured ratings on debt issued by
Xerox Corp to BB from BBB.

Xerox Corporation is engaged in imaging, business process,
analytics, automation and user-centric insights.  The company's
segments include Services, Document Technology and Other.  The
company's Services segment includes service offerings, such as BPO
and Document Outsourcing (DO).


[*] Mark Naughton Joins Tiger Capital as Senior General Counsel
---------------------------------------------------------------
Mark Naughton has joined Tiger Capital Group as Senior General
Counsel.

The veteran in-house and outside counsel comes to the New
York-headquartered asset valuation, advisory and disposition
services firm with over 14 years' experience in asset disposition
projects and 30 years of experience in bankruptcy-related services.
He represents debtors, trustees, secured creditors, creditors'
committees, and unsecured creditors in all aspects of bankruptcies,
workouts and related litigation.

From his base in Chicago, Mr. Naughton will be responsible for
structuring, negotiating and documenting transactions for each of
Tiger's divisions, counseling the team on strategic and legal
questions related to various business units and transactions, and
supervising outside counsel.

"Mark is extremely respected in the financial services world,"
stated Michael McGrail, Chief Operating Officer of Tiger.  "By
bringing him into the Tiger family of companies, we are
strengthening our internal team, expanding the level of expertise
we offer our clients, and positioning ourselves for even greater
global growth."

Mr. Naughton joins Tiger from asset liquidation company Yellen
Partners, Deerfield, Ill., where he served as Executive Vice
President/General Counsel since 2015.

From 2003 to 2015, he was Senior Vice President/General Counsel at
Great American Group, working on major retail liquidations,
including Circuit City, Target Canada, Linens n Things, and Tower
Records, as well as such industrial/wholesale cases as Collins and
Aikman, Pacific Lumber, and Eagle Foods.

Prior to joining Great American Group, Naughton spent eight years
as a partner in the restructuring group at Piper Rudnick (now, dla
Piper) where he was involved in many large bankruptcy cases,
including National Steel Corporation, Lids Corp., Outboard Marine
Corporation, and Mother's Stores.

Mr. Naughton earned his law degree at Northwestern University,
School of Law, Chicago, Ill., and a Bachelor's Degree, Magna Cum
Laude, from Marquette University, Milwaukee, Wisc.


[*] Robert Gordon Joins Jenner & Block's Bankruptcy Practice
------------------------------------------------------------
Jenner & Block on June 1, 2017, disclosed that Robert D. Gordon, a
leading bankruptcy and restructuring lawyer, will join the firm as
a partner in its New York office.  He will be a member of the
firm's Restructuring and Bankruptcy Practice.

Mr. Gordon provides creditors, debtors and other
parties-in-interest with strategic counseling through bankruptcy
and restructuring processes in litigation and out-of-court
workouts.  He handles complex and high-profile corporate and
municipal matters, including having served as special restructuring
counsel to the Detroit Retirement Systems in the City of Detroit
Chapter 9 bankruptcy case.

"Bob's experience representing large public and private entities in
complex matters is an asset to the firm," said Terrence J. Truax,
managing partner of Jenner & Block.  "His addition further
strengthens our bankruptcy and restructuring practice and the deep
experience we can make available to our clients."

In addition to his key role in the Detroit bankruptcy proceedings,
Mr. Gordon has worked on cases and restructurings arising out of
several industries, including automotive, real estate, gaming,
hospitality, retail, manufacturing, aviation and
telecommunications, among others.  He represents companies,
creditors' committees, pension systems, secured and unsecured
creditors, distressed asset purchasers, lessors, trustees and
liquidating agents.  Mr. Gordon also represents clients in various
other transactional and litigation matters involving bankruptcy and
related commercial issues.

"Bob provides insight and informed guidance to parties experiencing
insolvency issues and distressed situations," said Joseph P.
Gromacki, chair of Jenner & Block's firmwide Corporate Department.
"He has extensive knowledge of bankruptcy law and how it can affect
corporations and municipalities, which is extremely valuable to
clients seeking restructuring counsel."

Mr. Gordon has also served as a federal court-appointed receiver in
a Securities and Exchange Commission enforcement action involving
an international Ponzi scheme.

Richard Levin, co-chair of the firm's Restructuring and Bankruptcy
Practice, said, "Bob has proven himself in numerous distress and
restructuring situations, especially in one of his most challenging
assignments -- securing the pensions of Detroit's retirees through
the Grand Bargain in the City of Detroit municipal bankruptcy
case."

"His experience and his creative, hands-on approach to protecting
his clients and crafting solutions will enhance our strong
municipal and general commercial restructuring practice and our
ability to serve our clients in complex distress matters," added
Catherine L. Steege, co-chair of the practice.

Mr. Gordon is a frequent speaker on issues relating to municipal
bankruptcies -- and their effect on pension systems in particular
-- among other topics.  Since 2010, he has been recognized every
year by The Best Lawyers in America in the bankruptcy and
creditor-debtor rights law categories.  The American Board of
Certification has certified Mr. Gordon as a specialist in business
bankruptcy. He joins the firm from Clark Hill PLC.

"Joining Jenner & Block's team of highly regarded lawyers is an
exciting opportunity, and I look forward to helping expand the
firm's strong bankruptcy and restructuring capabilities," said
Mr. Gordon.  "I've worked alongside the firm's lawyers before and
look forward to working with them again to achieve the best
possible results for our clients."

Mr. Gordon is licensed to practice in Michigan, Illinois and New
York.  He earned both his J.D. and his B.A. at the University of
Michigan.

Mr. Gordon can be reached at:

         Robert D. Gordon
         Partner
         JENNER & BLOCK
         Phone: 212 891-1610
         E-mail: rgordon@jenner.com

      About Jenner & Block's Restructuring and Bankruptcy Practice

Lawyers in Jenner & Block's Restructuring and Bankruptcy Practice
handle a wide range of matters in high-profile and complex
corporate and municipal reorganizations and related litigation
across the United States.  The firm also has experience in
bankruptcy cases involving financial fraud, corporate malfeasance
and mass torts.  It represents public and private companies in
bankruptcy proceedings, out-of-court restructurings, debt for
equity exchanges, "internal" reorganizations, and distressed asset
purchases and sales.  Its lawyers frequently represent investors,
lenders, creditors or equity holders in bankruptcy cases,
out-of-court restructuring transactions or workouts, and provide
advice on credit issues, derivatives, structured finance and other
sophisticated financial instruments, as well as other
insolvency-related issues.

                     About Jenner & Block

Jenner & Block -- http://www.jenner.com/-- is a law firm with
global reach, with more than 500 lawyers and offices in Chicago,
London, Los Angeles, New York and Washington, DC.  The firm is
known for its prominent and successful litigation practice and
experience handling sophisticated and high-profile corporate
transactions.  Firm clients include Fortune 100 companies, large
privately held corporations, financial services institutions,
emerging companies and venture capital and private equity
investors.  In 2016, The American Lawyer named Jenner & Block to
the A-List, which recognizes the top 20 US law firms. The American
Lawyer also recognized the firm as the #1 pro bono firm in the
United States six of the past nine years; the firm has been ranked
among the top 10 in this category every year since 1990.


[^] BOND PRICING: For the Week from May 29 to June 2, 2017
----------------------------------------------------------
  Company                     Ticker  Coupon Bid Price   Maturity
  -------                     ------  ------ ---------   --------
A. M. Castle & Co             CASL     5.250    16.641 12/30/2019
A. M. Castle & Co             CASL     7.000    58.000 12/15/2017
Alpha Appalachia
  Holdings Inc                ANR      3.250     0.750   8/1/2015
American Eagle Energy Corp    AMZG    11.000     0.933   9/1/2019
Armstrong Energy Inc          ARMS    11.750    50.750 12/15/2019
Armstrong Energy Inc          ARMS    11.750    50.750 12/15/2019
Avaya Inc                     AVYA    10.500    12.500   3/1/2021
Avaya Inc                     AVYA    10.500    16.000   3/1/2021
BPZ Resources Inc             BPZR     6.500     3.017   3/1/2015
BPZ Resources Inc             BPZR     6.500     3.017   3/1/2049
Bon-Ton Department
  Stores Inc/The              BONT     8.000    37.375  6/15/2021
BreitBurn Energy
  Partners LP / BreitBurn
  Finance Corp                BBEP     7.875    31.000  4/15/2022
BreitBurn Energy
  Partners LP / BreitBurn
  Finance Corp                BBEP     8.625    31.000 10/15/2020
BreitBurn Energy
  Partners LP / BreitBurn
  Finance Corp                BBEP     8.625    29.625 10/15/2020
BreitBurn Energy
  Partners LP / BreitBurn
  Finance Corp                BBEP     8.625    29.625 10/15/2020
Buffalo Thunder
  Development Authority       BUFLO   11.000    39.000  12/9/2022
CEDC Finance Corp
  International Inc           CEDC    10.000    23.500  4/30/2018
Caesars Entertainment
  Operating Co Inc            CZR      5.750    81.250  10/1/2017
Chassix Holdings Inc          CHASSX  10.000     8.000 12/15/2018
Chassix Holdings Inc          CHASSX  10.000     8.000 12/15/2018
Chukchansi Economic
  Development Authority       CHUKCH   9.750    39.500  5/30/2020
Chukchansi Economic
  Development Authority       CHUKCH   9.750    39.500  5/30/2020
Cinedigm Corp                 CIDM     5.500    35.000  4/15/2035
Claire's Stores Inc           CLE      9.000    48.500  3/15/2019
Claire's Stores Inc           CLE      8.875    11.000  3/15/2019
Claire's Stores Inc           CLE      6.125    42.750  3/15/2020
Claire's Stores Inc           CLE      7.750    13.625   6/1/2020
Claire's Stores Inc           CLE      9.000    46.250  3/15/2019
Claire's Stores Inc           CLE      9.000    48.375  3/15/2019
Claire's Stores Inc           CLE      7.750    13.625   6/1/2020
Claire's Stores Inc           CLE      6.125    40.750  3/15/2020
Cobalt International
  Energy Inc                  CIE      2.625    35.750  12/1/2019
Cumulus Media Holdings Inc    CMLS     7.750    27.378   5/1/2019
EV Energy Partners LP /
  EV Energy
  Finance Corp                EVEP     8.000    62.314  4/15/2019
Emergent Capital Inc          EMGC     8.500    44.506  2/15/2019
Energy Conversion
  Devices Inc                 ENER     3.000     7.875  6/15/2013
Energy Future Holdings Corp   TXU      6.500    13.500 11/15/2024
Energy Future Holdings Corp   TXU      6.550    10.250 11/15/2034
Energy Future Holdings Corp   TXU      9.750    29.250 10/15/2019
Energy Future Holdings Corp   TXU      5.550     6.750 11/15/2014
Energy Future Intermediate
  Holding Co LLC /
  EFIH Finance Inc            TXU     11.250    34.000  12/1/2018
Energy Future Intermediate
  Holding Co LLC / EFIH
  Finance Inc                 TXU      9.750    34.250 10/15/2019
Energy Future Intermediate
  Holding Co LLC / EFIH
  Finance Inc                 TXU     11.250    30.000  12/1/2018
Fleetwood Enterprises Inc     FLTW    14.000     3.557 12/15/2011
GenOn Energy Inc              GENONE   9.500    67.278 10/15/2018
GenOn Energy Inc              GENONE   9.500    68.876 10/15/2018
GenOn Energy Inc              GENONE   9.500    68.696 10/15/2018
Global Brokerage Inc          GLBR     2.250    42.000  6/15/2018
Gymboree Corp/The             GYMB     9.125     8.800  12/1/2018
Homer City Generation LP      HOMCTY   8.137    38.750  10/1/2019
Illinois Power Generating Co  DYN      7.000    33.000  4/15/2018
Illinois Power Generating Co  DYN      6.300    36.250   4/1/2020
IronGate Energy Services LLC  IRONGT  11.000    37.250   7/1/2018
IronGate Energy Services LLC  IRONGT  11.000    35.000   7/1/2018
IronGate Energy Services LLC  IRONGT  11.000    35.000   7/1/2018
IronGate Energy Services LLC  IRONGT  11.000    35.000   7/1/2018
Jack Cooper Holdings Corp     JKCOOP   9.250    49.250   6/1/2020
James River Coal Co           JRCC     7.875     1.383   4/1/2019
Las Vegas Monorail Co         LASVMC   5.500     0.833  7/15/2019
Lehman Brothers Holdings Inc  LEH      5.000     3.326   2/7/2009
Lehman Brothers Holdings Inc  LEH      1.600     3.326  11/5/2011
Lehman Brothers Holdings Inc  LEH      1.500     3.326  3/29/2013
Lehman Brothers Holdings Inc  LEH      2.000     3.326   3/3/2009
Lehman Brothers Holdings Inc  LEH      4.000     3.326  4/30/2009
Lehman Brothers Holdings Inc  LEH      1.383     3.326  6/15/2009
Lehman Brothers Holdings Inc  LEH      2.070     3.326  6/15/2009
Lehman Brothers Inc           LEH      7.500     1.226   8/1/2026
Lumbermens Mutual
  Casualty Co                 KEMPER   9.150     1.105   7/1/2026
Lumbermens Mutual
  Casualty Co                 KEMPER   8.450     0.816  12/1/2097
Lumbermens Mutual
  Casualty Co                 KEMPER   8.300     0.328  12/1/2037
MF Global Holdings Ltd        MF       3.375    27.500   8/1/2018
MModal Inc                    MODL    10.750    10.125  8/15/2020
Midstates Petroleum
  Co Inc / Midstates
  Petroleum Co LLC            MPO     10.750     0.473  10/1/2020
Mirant Mid-Atlantic
  Series B Pass
  Through Trust               GENONE   9.125    97.250  6/30/2017
NRG REMA LLC                  GENONE   9.237    83.786   7/2/2017
New Gulf Resources LLC/
  NGR Finance Corp            NGREFN  12.250     2.748  5/15/2019
New Gulf Resources LLC/
  NGR Finance Corp            NGREFN  12.250     2.748  5/15/2019
New Gulf Resources LLC/
  NGR Finance Corp            NGREFN  12.250     2.748  5/15/2019
Nine West Holdings Inc        JNY      6.875    21.135  3/15/2019
Nine West Holdings Inc        JNY      8.250    25.000  3/15/2019
Nine West Holdings Inc        JNY      8.250    25.000  3/15/2019
Nuverra Environmental
  Solutions Inc               NESC    12.500    24.375  4/15/2021
OMX Timber Finance
  Investments II LLC          OMX      5.540     9.250  1/29/2020
Permian Holdings Inc          PRMIAN  10.500    29.125  1/15/2018
Permian Holdings Inc          PRMIAN  10.500    29.125  1/15/2018
Pernix Therapeutics
  Holdings Inc                PTX      4.250    31.000   4/1/2021
Pernix Therapeutics
  Holdings Inc                PTX      4.250    26.497   4/1/2021
Prospect Holding Co LLC /
  Prospect Holding
  Finance Co                  PRSPCT  10.250    48.250  10/1/2018
Rolta LLC                     RLTAIN  10.750    21.784  5/16/2018
Samson Investment Co          SAIVST   9.750     7.750  2/15/2020
SandRidge Energy Inc          SD       7.500     2.220  2/15/2023
SquareTwo Financial Corp      SQRTW   11.625     1.276   4/1/2017
SunEdison Inc                 SUNE     5.000    10.500   7/2/2018
SunEdison Inc                 SUNE     2.750     0.938   1/1/2021
SunEdison Inc                 SUNE     2.375     0.938  4/15/2022
SunEdison Inc                 SUNE     0.250     1.250  1/15/2020
SunEdison Inc                 SUNE     2.000     1.125  10/1/2018
SunEdison Inc                 SUNE     3.375     1.125   6/1/2025
SunEdison Inc                 SUNE     2.625     1.125   6/1/2023
TMST Inc                      THMR     8.000    18.500  5/15/2013
Talos Production LLC /
  Talos Production
  Finance Inc                 TALPRO   9.750    65.625  2/15/2018
Talos Production LLC /
  Talos Production
  Finance Inc                 TALPRO   9.750    65.625  2/15/2018
TerraVia Holdings Inc         TVIA     5.000    42.000  10/1/2019
TerraVia Holdings Inc         TVIA     6.000    67.750   2/1/2018
Terrestar Networks Inc        TSTR     6.500    10.000  6/15/2014
Trans-Lux Corp                TNLX     8.250    20.125   3/1/2012
UCI International LLC         UCII     8.625     6.875  2/15/2019
Vanguard Operating LLC        VNR      8.375    50.000   6/1/2019
Walter Energy Inc             WLTG     9.500     0.370 10/15/2019
Walter Energy Inc             WLTG     9.500     0.370 10/15/2019
Walter Energy Inc             WLTG     8.500     0.834  4/15/2021
Walter Energy Inc             WLTG     9.500     0.370 10/15/2019
Walter Energy Inc             WLTG     9.500     0.370 10/15/2019
Walter Investment
  Management Corp             WAC      4.500    34.000  11/1/2019
Wynn Las Vegas LLC /
  Wynn Las Vegas
  Capital Corp                WYNNLV   5.375   102.586  3/15/2022
iHeartCommunications Inc      IHRT    10.000    60.378  1/15/2018
iHeartCommunications Inc      IHRT     6.875    58.873  6/15/2018
rue21 inc                     RUE      9.000     3.500 10/15/2021
rue21 inc                     RUE      9.000     4.400 10/15/2021


                            *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

TCR subscribers have free access to our on-line news archive.
Point your Web browser to http://TCRresources.bankrupt.com/and use
the e-mail address to which your TCR is delivered to login.

                            *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.  
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog,
Meriam Fernandez, Joel Anthony G. Lopez, Cecil R. Villacampa,
Sheryl Joy P. Olano, Psyche A. Castillon, Ivy B. Magdadaro, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman,
Editors.

Copyright 2017.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $975 for 6 months delivered via
e-mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Peter A.
Chapman at 215-945-7000 or Nina Novak at 202-362-8552.

                   *** End of Transmission ***