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         T R O U B L E D   C O M P A N Y   R E P O R T E R

              Friday, October 13, 2017, Vol. 21, No. 285

                            Headlines

531 MANAGEMENT: Exclusive Plan Filing Period Extended to Nov. 6
7 BAY CORP: Files Fourth Amended Plan of Liquidation
ACOSTA INC: Moody's Lowers Corporate Family Rating to Caa1
ADVANCED LENS: U.S. Trustee Unable to Appoint Committee
ALGODON WINES: Obtains $258,000 From Preferred Shares Issuance

ANDERSON SHUMAKER: May Use Cash Collateral Through Oct. 23
ANITA LAL: Selling 50% Interest in Demised Property or in 234 Auto
AQUA LIFE CORP: Hurricane Irma Delays Plan Filing
BARBER ENTITY: Hires Eric A. Liepins as Counsel
BC EXPRESS: Exclusive Period Expired in July, Court Says

BCL ONE: U.S. Trustee Unable to Appoint Committee
BLOUNT INT'L: Moody's Assigns 'B1' Corp. Family Rating
BLOUNT INT'L: S&P Lowers CCR to 'B' on Dividend Recapitalization
BOXWOOD LLC: U.S. Trustee Unable to Appoint Committee
CATALENT PHARMA: Moody's Rates New $450MM Sr. Unsecured Notes 'B3'

CATALENT PHARMA: S&P Rates New $450MM Unsecured Notes 'B+'
CCO HOLDINGS: Moody's Rates Proposed $1.5BB Sr. Unsecured Notes B1
CCO HOLDINGS: S&P Rates New $1.5BB Unsecured Notes 'BB'
CGG HOLDING: Ordered to Improve Transparency of Pay to Top Execs
CINRAM GROUP: Exclusive Plan Filing Deadline Moved to Oct. 30

CMC TELECOM: Trustee's Private Sale of Assets Approved
CONSTELLATION ENTERPRISES: D. Carickhoff Named Interim Trustee
DAWSON INTERNATIONAL: Exclusive Plan Filing Extended to Nov. 27
DOLPHIN ENTERTAINMENT: Files Amended $15M Units Prospectus
FAIRMOUNT SANTROL: Moody's Hikes CFR to B3; Outlook Stable

FAIRMOUNT SANTROL: S&P Rates New $700MM Sr. Sec. Term Loan B 'B-'
FIVEWEST CHAUFFEUR: Unsecureds to Recoup 50% Under Proposed Plan
FLO'S LLC: U.S. Trustee Unable to Appoint Committee
GIGA-TRONICS INC: Gets $4.9M Order for RADAR Filter Products
GLOBAL UNIVERSAL: $20.5M Private Sale of Property Approved

HATCH ENTERPRISE: To Pay Unsecured Creditors 10% in Five Years
INCA REFINING: May Exclusively File Plan Until Jan. 2018
INNOVATIVE CHEMICAL: S&P Assigns 'B-' CCR on Refinancing
IRONCLAD PERFORMANCE: Proposes Oct. 30 Auction of All Assets
JAYCI INC: Taps Scarborough & Fulton as Legal Counsel

JIM KER: Arizona Property Up for Auction Oct. 20
JOHN GORMAN: Trustee Selling Austin Property to Joneses for $270K
KENNETH MANIS: Sale of Baxter Property for $15K Approved
KNIGHT ENERGY: Committee Seeks Rejection of Disclosure Statement
KURT KUHLMAN: Court Denies L. Umbehauer's Bid to Appoint Trustee

LAFLAMME'S INC: Hires De Lorenzo Law Firm as Bankruptcy Counsel
LEARFIELD COMMUNICATIONS: S&P Puts 'B' CCR on CreditWatch Negative
MERRIMACK PHARMACEUTICALS: Reaches Settlement in Delaware Case
MESOBLAST LIMITED: Proposes to Issue Ordinary Shares & Options
MICROVISION INC: Appoints Bernee D.L. Strom as Director

MIKE FARRELL'S: Wants to Use Cash Collateral to Continue Operations
MRI INTERVENTIONS: Appoints Joseph Burnett as New President & CEO
MUSCLEPHARM CORP: Has $3M Loan Agreement with Crossroads Financial
NEIMAN MARCUS: Incurs $532 Million Net Loss in Fiscal 2017
OAKLAWN HOSPITAL: Moody's Affirms Ba1 Rating on $63MM Rev. Bonds

OCONEE REGIONAL: Has Until Nov. 6 to Exclusively File Exit Plan
ONE HORIZON: Issues 3M Shares Inducement Grants to CEO and COO
OSAGE WATER: Case Summary & 6 Unsecured Creditors
PADCO PRESSURE: Court Approves Appointment of J. Luster as Trustee
PALM-BEACH BROWARD: Wants Plan Exclusivity Extended to Dec. 26

PAWN AMERICA: Exclusive Solicitation Deadline Moved to Feb. 2018
PDG AMERICA: Foreclosure Sale of Shopping Centers Moved to Dec. 28
PERFUMANIA HOLDINGS: Cancels Registration of Unsold Securities
PITTSFIELD DEVELOPMENT: Needs More Time to Fix Claims, Draft Plan
POINT.360: Files for Chapter 11 with $15 Million in Debt

PRO-TECH AUTO: Court Prohibits Use of Cash Collateral
QUALITY OIL: Sale of All Assets to Chromatic Industries Approved
R & R MOBILE: Voluntary Chapter 11 Case Summary
RADIAL HOLDINGS: Moody's Withdraws B3 Corporate Family Rating
RCWE HOLDING: Wants Exclusive Plan Filing Deadline Moved to Jan. 8

REVOLUTION ALUMINUM: Court Approves L. Sikes as Chapter 11 Trustee
ROCKLINE VAC SYSTEMS: J. Fernandez Seeks Ch. 11 Trustee Appointment
ROSETTA GENOMICS: Amends Financials to Reflect Canceled Operations
ROSETTA GENOMICS: Incurs US$2.1 Million Net Loss in Second Quarter
SALAD & CO. INC: Taps David C. Rubin as Legal Counsel

SEARS CANADA: Seeks Approval of Agreement with Liquidators
SEARS CANADA: Stranzl Still in Talks with Stakeholders
SIERRA CHEMICAL: Nov. 15 Auction of All Assets Set
SIMMONS FOODS: Moody's Rates Proposed $550MM 2nd Lien Notes B3
SIMMONS FOODS: S&P Rates New $550MM 2nd Lien Notes 'B'

SNAP INTERACTIVE: Amends Merger Agreement with LiveXLive
SRC ENERGY: Moody's Hikes CFR to B2; Outlook Positive
STEWART DUDLEY: Dec. 2 Auction of Old Car Heaven Vehicle Collection
TARGA RESOURCES: Moody's Rates Proposed $750MM Sr. Notes Ba3
TARGA RESOURCES: S&P Affirms BB- CCR & Rates $750MM Sr. Notes BB-

TGT SPORTS: Stake in 4 Companies Up for Auction Oct. 20
THERMON GROUP: S&P Assigns 'B+' Corp Credit Rating, Outlook Stable
THERMON HOLDING: Moody's Assigns B2 Corporate Family Rating
TMT USA: Court Approves Latest Disclosures; Dec. 27 Plan Hearing
TOYS CANADA: Asks for Extension of Stay Period Until January 2018

TOYS CANADA: Has Reached Terms with Majority of Suppliers
VINE OIL: Moody's Rates Proposed $530MM Sr. Unsec. Notes Caa2
VINE OIL: S&P Rates New $530MM Sr. Unsecured Notes 'CCC+'
W&T OFFSHORE: Franklin Resources Has 7.3% Stake as of Sept. 30
WEATHERFORD INTERNATIONAL: Invesco Has 1% Stake as of Sept. 29

WESTINGHOUSE ELECTRIC: K&L Gates May Provide Additional Services
WJA ASSET: Exclusive Plan Filing Deadline Moved to Jan. 2018
[^] BOOK REVIEW: AS WE FORGIVE OUR DEBTORS

                            *********

531 MANAGEMENT: Exclusive Plan Filing Period Extended to Nov. 6
---------------------------------------------------------------
The Hon. James L. Garrity, Jr., of the U.S. Bankruptcy Court for
the Southern District of New York has extended, at the behest of
531 Management LLC, the exclusive period during which only the
Debtor may file a plan of reorganization until Nov. 6, 2017, and
the concomitant exclusive period during which only the Debtor may
solicit acceptances or rejections to the plan until Jan. 5, 2018.

As reported by the Troubled Company Reporter on Aug. 14, 2017, the
Court previously extended for 60 days: (i) the exclusive period
during which only the Debtor may file a plan of reorganization is
hereby extended days to Sept. 5, 2017; and (ii) the concomitant
exclusive period during which only the Debtor may solicit
acceptances or rejections to such plan of reorganization to Nov. 6,
2017.
  
                   About 531 Management LLC

531 Management LLC is a real estate development and construction
company based in Bronx, New York.  The Debtor filed a Chapter 11
petition (Bankr. S.D.N.Y. Case No. 17-10519) on March 6, 2017.

In its petition, the Debtor estimated $7.23 million in assets and
$6.87 million in liabilities.  The petition was signed by Maurice
Elmalem, managing member.

Judge James L. Garrity Jr. presides over the case. J. Ted Donovan,
Esq., at Goldberg Weprin Finkel Goldstein LLP, serves as bankruptcy
counsel.


7 BAY CORP: Files Fourth Amended Plan of Liquidation
----------------------------------------------------
7 Bay Corp. filed with the U.S. Bankruptcy Court for the District
of Massachusetts a fourth amended disclosure statement in support
of its fourth amended plan of liquidation, dated Sept. 27, 2017.

This latest filing states that on or about August 31, 2017, the
Debtor paid the chapter 7 trustee $4,000 towards his approved costs
and fee incurred during the period the case was in chapter 7. The
Debtor currently owes the chapter 7 trustee approximately $5,900 in
outstanding costs and expenses.

Further, on March 15, 2013, the Debtor and Mina Kairalla secured a
loan of $300,000 by entering into a purchase and sale agreement for
one of the smaller 1800 sq foot units at the uncompleted project
that would close after 5 other units had sold if the loan had not
been repaid. In the event the loan was not repaid, the agreement
provided Kairalla the opportunity to select among the unfinished
1800 sq. foot units, and select materials, flooring, cabinets,
hardware, etc. and provide 50% costs for any upgrades. Together
with the adjustments and taxes and condominium fees due, the
parties would thereafter determine the "Balance due at closing."

Disagreements between the parties at the end of 2013 resulted in
the parties terminating the agreement and the debtor repaying
$100,000 of the $300,000 loan to Mina in January and February 2014.
Accordingly, it is the debtor's position that the agreement has
been terminated, is no longer enforceable, and that Mina holds an
unsecured claim in the amount of $200,000. Mr. Karialla's allowed
claim will be treated as a Class Six claim and will share,
pro-rata, in the distribution proposed in the Plan.

Mina has disputed the termination of the agreement and sought to
specifically enforce the Debtor's obligation to convey to him a
deed for one of the 1800 sq foot units.

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

          http://bankrupt.com/misc/mab15-14885-452.pdf

                     About 7 Bay Corp

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


ACOSTA INC: Moody's Lowers Corporate Family Rating to Caa1
----------------------------------------------------------
Moody's Investors Service downgraded its ratings for Acosta, Inc.
including its Corporate Family Rating ("CFR") to Caa1 from B3 and
its Probability of Default Rating ("PDR") to Caa1-PD from B3-PD. At
the same time, Moody's downgraded its ratings for the company's
senior secured bank credit facilities to B3 from B2 and its senior
unsecured notes rating to Caa3 from Caa2. The ratings outlook is
stable.

The downgrades reflect Acosta's continued decline in both revenue
and EBITDA which Moody's believes will continue through Acosta's
first fiscal quarter ended January 31, 2018. Moody's estimates that
the pace of Acosta's EBITDA decline will result in debt to EBITDA
reaching 9.4x at Acosta's fiscal year ended October 31, 2017.
Moody's expects that Acosta's EBITDA will likely reach bottom in
the first quarter of 2018 as it stands to gain new contracts
following being named one of only five sales and marketing
companies allowed to provide services in Wal-Mart stores as well as
a return to growth in its marketing services division. However,
Moody's does not expect the earnings growth in 2018 will be enough
to meaningfully reduce leverage to a more sustainable level. The
downgrade also reflects the decline in Acosta's free cash flow
generation such that Moody's expects free cash flow to fall below
$50 million, a level Moody's previously has cited as potentially
prompting a downgrade.

Downgrades:

Issuer: Acosta, Inc.

-- Probability of Default Rating, Downgraded to Caa1-PD from B3-
    PD

-- Corporate Family Rating, Downgraded to Caa1 from B3

-- Senior Secured Bank Credit Facility Downgraded to B3(LGD3)
    from B2(LGD3)

-- Senior Unsecured Regular Bond/Debenture, Downgraded to
    Caa3(LGD5) from Caa2(LGD5)

Outlook Actions:

Issuer: Acosta, Inc.

-- Outlook, Remains Stable

RATINGS RATIONALE

Acosta's Caa1 CFR reflects its very high debt burden and the
ensuing financial risk associated with its very levered balance
sheet particularly in the face of declining free cash flow. Moody's
expects debt to EBITDA to peak at 9.4x at October 31, 2017. Moody's
believes that Acosta's very levered balance sheet increases the
risk that Acosta could choose to do a distressed exchange or
balance sheet restructuring prior to refinancing its $225 million
revolving credit facility expiring in September 2019 should it be
unable to substantially reduce leverage and improve free cash flow.
The Caa1 also reflects ongoing industry headwinds and Acosta's
financial sponsor ownership, both of which contribute to the
aforementioned weak financial profile and key credit metrics.
Acosta's credit profile does continue to benefit from its ability
to cover its debt service costs with EBITA to interest expense
estimated to be 1.4 times at fiscal October 2017. The rating also
benefits from Acosta's good market position as the second largest
sales and marketing agency. Acosta has been named one of only five
sales and marketing agencies that are allowed to provide services
within Wal-Mart stores. This provides the company with an
opportunity to stem its pace of declines beginning in early
calendar 2018, prompting a gain in new contracts and a return to
growth in 2018.

The stable ratings outlook acknowledges that Acosta stands to gain
from being one of only five sales and marketing agencies that can
perform services in Wal-Mart stores which should allow it to return
to growth in 2018. It also reflects that Moody's expects Acosta to
continue to generate a modest level of free cash flow and to be
able to maintain EBITA to interest expense above 1.0x.

Acosta's ratings could be upgraded should revenue and EBITDA
improve such that debt to EBITDA is sustained below 8.0x, while
EBITA to interest expense remains above 1.5x, and FCF to debt
remains above 3.0%. An upgrade would also require Acosta to
maintain an adequate liquidity profile.

Ratings could be downgraded should Acosta's revenues and earnings
fail to improve in 2018, should FCF to debt fall below 1.0%, should
EBITA to interest expense fall below 1.0x, or should its overall
liquidity profile weaken. Ratings could also be downgrade should
the likelihood of default increase for any reason.

Headquartered in Jacksonville, FL, Acosta, Inc. is a leading sales
and marketing agency in the US, providing outsources marketing and
merchandising services to manufacturers, suppliers, and producers
of primarily food-related consumer packaged goods. Annual revenues
are close to $1.9 billion. Acosta is primarily owned by affiliates
of the Carlyle Group.

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



ADVANCED LENS: U.S. Trustee Unable to Appoint Committee
-------------------------------------------------------
The Office of the U.S. Trustee on Oct. 9 disclosed in a court
filing that no official committee of unsecured creditors has been
appointed in the Chapter 11 case of Advanced Lens Technologies,
LLC.

Headquartered in Atlantic Beach, Florida, Advanced Lens
Technologies, LLC, filed for Chapter 11 bankruptcy protection
(Bankr. M.D. Fla. Case No. 17-02551) on July 12, 2017, estimating
its assets at between $100,001 and $500,000 and its liabilities at
between $500,001 and $1 million.  Robert D. Wilcox, Esq., at Wilcox
Law Firm serves as the Debtor's bankruptcy counsel.


ALGODON WINES: Obtains $258,000 From Preferred Shares Issuance
--------------------------------------------------------------
Between Sept. 1, 2017, and Sept. 29, 2017, Algodon Wines & Luxury
Development Group, Inc. issued 19,121 shares of Series B
Convertible Preferred Stock for cash proceeds of $258,000 to
accredited investors.  Holders of Series B Preferred will be
entitled to, among other things, an annual dividend, liquidation
preference, conversion to common stock of the Company upon certain
events, redemption if not previously converted to common stock, and
voting privileges.

For this sale of securities, no general solicitation was used, no
commissions were paid, and the Company relied on the exemption from
registration available under Section 4(a)(2) and Rule 506(b) of
Regulation D of the Securities Act of 1933, as amended.  An initial
Form D was filed on April 7, 2017, an amended Form D was filed on
June 15, 2017, an amended Form D was filed on June 29, 2017, an
amended Form D was filed on July 12, 2017, an amended Form D was
filed on July 27, 2017, an amended Form D was filed on Sept. 13,
2017, and an amended Form D will be filed on or about Oct. 10,
2017.

                      About Algodon Wines

Through its wholly-owned subsidiaries, Algodon Wines & Luxury
Development Group, Inc. -- http://www.algodongroup.com/-- invests
in, develops and operates real estate projects in Argentina.  AWLD
operates a hotel, golf and tennis resort, vineyard and producing
winery in addition to developing residential lots located near the
resort.  The activities in Argentina are conducted through its
operating entities: InvestProperty Group, LLC, Algodon Global
Properties, LLC, The Algodon - Recoleta S.R.L, Algodon Properties
II S.R.L., and Algodon Wine Estates S.R.L. AWLD distributes its
wines in Europe through its United Kingdom entity, Algodon Europe,
LTD.

Marcum LLP, in New York, issued a "going concern" qualification on
the consolidated financial statements for the year ended Dec. 31,
2016, citing that the Company has incurred significant losses and
needs to raise additional funds to meet its obligations and sustain
its operations.  These conditions raise substantial doubt about the
Company's ability to continue as a going concern.

Algodon Wines reported a net loss of $10.04 million on $1.52
million of sales for the year ended Dec. 31, 2016, compared to a
net loss of $8.27 million on $1.86 million of sales for the year
ended Dec. 31, 2015.  As of June 30, 2017, Algodon Wines had $8.07
million in total assets, $4.14 million in total liabilities, $4.80
million in series B convertible redeemable preferred stock, and a
total stockholders' deficiency of $880,859.


ANDERSON SHUMAKER: May Use Cash Collateral Through Oct. 23
----------------------------------------------------------
The Hon. Donald R. Cassling of the U.S. Bankruptcy Court for the
Northern District of Illinois has entered a seventh interim order
authorizing Anderson Shumaker Company to use cash collateral of
Associated Bank, N.A., for the period from the Petition Date
through the earliest to occur of: (i) 5:00 p.m. Central Time on
Oct. 23, 2017, and (ii) the termination date.

A hearing to consider the final order on the Debtor's cash
collateral use will be held on Oct. 24, 2017, at 10:00 a.m.

Associated Bank will receive: (i) adequate protection payments of
$38,000 in immediately available funds, on the 24th day of each
month; (ii) replacement lien in the prepetition collateral and in
the post-petition property of the Debtor of the same nature and to
the same extent and in the same priority it had in the prepetition
collateral, and to the extent the liens and security interests
extend to property; and (iii) an additional continuing valid,
binding, enforceable, non-avoidable, and automatically perfected
postpetition security interest in and lien on all cash or cash
equivalents, whether now owned or in existence on the Petition Date
or thereafter acquired or existing and wherever located, of the
Debtor.

Associated Bank will be deemed to have an allowed superpriority
adequate protection claim to the extent the adequate protection
lien is not adequate to protect the bank against the diminution in
value of the prepetition collateral.

A copy of the court order is available at:

          http://bankrupt.com/misc/ilnb17-05206-127.pdf

As reported by the Troubled Company Reporter on Sept. 11, 2017, the
Court entered a sixth interim order authorizing the use of cash
collateral through Sept. 15, 2017.

                     About Anderson Shumaker

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

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

The case is assigned to Judge Donald R Cassling.

Scott R. Clar, Esq., and Brian P. Welch, Esq., at Crane, Heyman,
Simon, Welch & Clar serve as counsel to the Debtor.  RSM US LLP and
CFO Advise LLC serve as the Debtor's accountant and financial
advisor, respectively.

On March 9, 2017, the Office of the U.S. Trustee appointed an
official committee of unsecured creditors.  Freeborn & Peters LLP
represents the committee as legal counsel.


ANITA LAL: Selling 50% Interest in Demised Property or in 234 Auto
------------------------------------------------------------------
Anita Lal asks the U.S. Bankruptcy Court for the Eastern District
of Virginia to authorize the bidding procedures in connection with
the sale of her 50% interest in a lease for the commercial premises
located at 14843 Dumfries Road, Manassas, Virginia ("Demised
Premises") and the assets located upon the Demised Premises, or in
the alternative, her 50% membership interest in 234 Auto & Truck
Salvage Yard, LLC, at auction.

On Sept. 14, 2014, the Debtor and Ahmad entered into the Lease.
Around the time of the Lease, the Debtor and Ahmad formed the 234
Auto.  They are the sole members of the LLC, where each of them
holds a 50% membership interest.  The business of the LLC is to
purchase used and inoperable motor vehicles, to sell them for
parts, and after a vehicle's value for parts has been depleted, to
sell the remainder of such vehicle for scrap.  When a vehicle is to
be sold for scrap, it is crushed by the LLC as to maximize the
number of vehicles that can be transported on a flat bed truck.  It
conducts its business as a sub-tenant of the Debtor and Ahmad under
a parol lease.

The records of the State Corporation Commission ("SCC") reflect
that the LLC is active and in good standing.  At some point, Ahmad
filed papers with the SCC to reinstate the certificate of
organization for the LLC.  Ahmad did not have the authority to
reinstate the certificate of organization for the LLC.  The
certificate of organization for the LLC is invalid.

The Debtor desires to assume the Lease as its terms are below
market and thus, valuable.  She expects that there will be several
offers for the assignment of the Lease and for the remaining
Proposed Assets.  The Proposed Assets are sold free and clear of
liens, claims, rights, and interests.

Specifically excluded from the Proposed Assets will be all claims
of the Debtor against Ahmad and any person acting in concert with
her arising from or relating to any breach of fiduciary duty by
Ahmad and any conversion or missappropriation of the assets of the
LLC by Ahmad and any person acting in concert with her.
Additionally excluded from the Proposed Assets will be all proceeds
from the sale of vehicle parts or "crushed" vehicles sold before
entry of the Sale Order.

The Debtor is now asking the Court to approve assumption of the
Lease and the Interest, and then assign the Proposed Assets to the
highest bidder at an auction held by the Court.  

These are the names of the parties to the Lease and Contracts to be
assumed and assigned:

    a. 234 Auto & Truck Salvage Yard, LLC - Lease with Mitchell I.
Phelps, Inc., Anita Lal, and Adeela Ahmad

    b. 234 Auto & Truck Salvage Yard, LLC - Operating Agreement
with Anita Lal and Adeela Ahmad

    c. Ahmad, Adeela - Lease with Mitchell I. Phelps, Inc., Anita
Lal, and Adeela Ahmad

    d. Ahmad, Adeela - Operating Agreement with Anita Lal and
Adeela Ahmad

    e. Mitchell I. Phelps, Inc. - Lease with Mitchell I. Phelps,
Inc., Anita Lal, and Adeela Ahmad

The proceeds of the sale will be used to fund the Debtor's plan of
reorganization.  Owing to and in consideration of the fact that
Ahmad may be entitled to a share of the proceeds arising from any
Sale, the Debtor also asks that the Court determine the procedure
for a distribution of these proceeds.

The Debtor further asks that the Court orders that Ahmad vacate and
surrender possession of the Demised Premises in favor of any
purchaser within such time as the Court may deem appropriate, but
in no event later than entry of the Sale Order.  

The salient terms of the Bidding Procedures are:

     a. Bid Deadline: Not later than such date and time as is
specified in the Sales Procedures Order

     b. Qualified Bid: $500,000

     c. Deposit: $25,000

     d. Auction: The Auction will take place no later than such
date and time as is specified in the Sales Procedures Order, at
11350 Random Hills Rd., Suite 700, Fairfax, Virginia.

     e. Bid Increments: $25,000

     f. Sale Hearing: TBD

     h. Closing: The closing of the sale of the Assets to the
Prevailing Bidder will occur at the office of counsel for the
Debtor in accord with the Sales Procedures Order and the Sale
Order.

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

             http://bankrupt.com/misc/Anita_Lal_80_Sales.pdf

The Debtor asks the Court to schedule a hearing date, a bidding
deadline and an auction date in connection with the Sale.  She
further asks the Court to conduct the Sale Hearing following the
auction process sought to be implemented to consider entry of an
order approving the Sale to the successful bidder.

Phelps, Inc., can be reached at:

          MITCHELL L. PHELPS, INC.
          P.O. Box 1729
          Woodrige, VA 22195

The Debtor and Ahmad can be reached at:

          234 AUTO & TRUCK SALVAGE YARD, LLC
          45901 Transamerica Plaza, Unit 101
          Sterling, VA 20166

Counsel for the Debtor:

          John P. Forest, II, Esq.
          STAHLZELLOE P.C.
          11350 Random Hills Rd., Suite 700
          Fairfax, VA 22030
          Telephone: (703) 691-4940
          Facsimile: (703) 691-4942
          E-mail: j.forest@stahlzelloe.com

Anita Lal sought Chapter 11 protection (Bankr. E.D. Va. Case No.
17-12444) on July 14, 2017.  The Debtor tapped John P. Forest, II,
Esq., at StahlZelloe, P.C. as counsel.


AQUA LIFE CORP: Hurricane Irma Delays Plan Filing
-------------------------------------------------
Aqua Life Corp., d/b/a Pinch-A-Penny #43, requests the U.S.
Bankruptcy Court for the Southern District of Florida to extend the
exclusive periods within which only the Debtor may file a plan of
reorganization and solicit acceptances of the filed plan for a
period of 60 days, through and including January 5, 2018.

Under section 112l(e) of the Bankruptcy Code, the Debtor's current
Exclusive Periods will expire on November 6, 2017.

The Debtor operates a swimming pool retail, service, construction,
and repair business through the operation of a Pinch-A-Penny
franchise.

The Debtor tells the Court that its business operations were
disrupted due to the passage of Hurricane Irma through South
Florida in September 2017, which required the Debtor to prepare and
secure the premises of its retail business and the numerous
construction sites on which the Debtor was working at the time.

Moreover, as a result of the extensive time spent preparing for and
dealing with the effects of this natural disaster, the Debtor avers
that it has fallen behind on some of its administrative functions
as a Debtor-in-possession, including the preparation of certain
financial projections and the formulation of a disclosure statement
and plan of reorganization.

As such, due to the interruption of the Debtor's business by
Hurricane Irma, the Debtor now requires additional time to (a)
formulate financial projections, (b) secure and obtain approval of
post-petition financing arrangements that will permit the Debtor
successfully reorganize, and (c) afford the Debtor with sufficient
time to negotiate and prepare a plan of reorganization.

So far, the Debtor claims that it has made good faith progress
toward reorganization by, among other things, (a) analyzing all
claims asserted against the Debtor upon expiration of the claims
bar date, (b) commencing plan negotiations with certain creditors,
(c) providing plan projections and estimated claims and
distributions to certain creditors, and (d) considering options for
obtaining post-petition financing that will permit the Debtor to
fund distributions under the plan and successfully emerge from this
Chapter 11 case.

                     About Aqua Life Corp.

Aqua Life Corp., which conducts business under the name of
Pinch-A-Penny #43, filed a Chapter 11 petition (Bankr. S.D. Fla.
Case No. 17-15918) on May 10, 2017.  The petition was signed by
Raymond E. Ibarra, vice-president.  At the time of filing, the
Debtor had $1.07 million in assets and $2.49 million in
liabilities.

The case is assigned to Judge Robert A Mark.

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


BARBER ENTITY: Hires Eric A. Liepins as Counsel
-----------------------------------------------
Barber Entity, Inc., seeks authority from the U.S. Bankruptcy Court
for the Northern District of Texas to employ Eric A. Liepins, P.C.,
as counsel to the Debtor.

Barber Entity requires Eric A. Liepins to represent the Debtor and
provide legal services necessary in the Chapter 11 bankruptcy
proceeding.

Eric A. Liepins will be paid at these hourly rates:

     Attorneys                             $275
     Paralegals/Legal Assistants            $30 - $50

Eric A. Liepins will be paid a retainer in the amount of $5,000,
plus filing fee.  The firm will also be reimbursed for reasonable
out-of-pocket expenses incurred.

Eric A. Liepins, sole shareholder of Eric A. Liepins, P.C., 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.

Eric A. Liepins can be reached at:

     Eric A. Liepins, Esq.
     ERIC A. LIEPINS, P.C.
     12770 Coit Road, Suite 1100
     Dallas, TX 75251
     Tel: (972) 991-5591
     Fax: (972) 991-5788

               About Barbar Entity, Inc.

Barber Entity, Inc., filed a Chapter 11 bankruptcy petition (Bankr.
N.D. Tex. Case No. 17-33769-11) on October 3, 2017. The Debtor is
represented by Eric A. Liepins, Esq., at Eric A. Liepins, P.C.


BC EXPRESS: Exclusive Period Expired in July, Court Says
--------------------------------------------------------
Judge James P. Smith of the U.S. Bankruptcy Court for the Middle
District of Georgia denied BC Express Mart, LLC's amended motion to
extend the exclusive periods of time within which to file a plan of
reorganization and solicit acceptances because the 180-day
exclusive period has already expired on July 17, 2017.

The Court explained that pursuant to 11 U.S.C. Section 1121(e)(1),
a small business debtor has the exclusive right to file a plan
within the 180 days following the date of the order for relief,
unless the period is extended.

Alternatively, the Court denied the motion for lack of prosecution
because neither the Debtor nor its counsel, Joel A. Callins,
appeared during the hearing held on the motion on October 11,
2017.

As reported by the Troubled Company Reporter on June 26, 2017, the
Debtor asked the Court to extend the exclusive period for the
Debtor to file a plan through and including July 18, 2017, and the
time for the Debtor to obtain acceptances of any plan through and
including September 15, 2017.

                      About BC Express Mart

BC Express Mart, LLC, a Georgia Domestic Limited Liability Company,
its primary business involves operating a gas station and
convenience store selling fuel, prepared food, and groceries to
customers in Lizella, Georgia.

BC Express filed for bankruptcy protection (Bankr. M.D. Ga., Case
No. 17-50113) on Jan. 18, 2017.  The petition was signed by owner,
Belinda Calloway.  The Debtor estimated assets and liabilities of
$1 million to $10 million.  The case is assigned to the Hon. James
P. Smith.  Joel A.J. Callins, Esq. of The Callins Law Firm, LLC,
serves as counsel to the Debtor.


BCL ONE: U.S. Trustee Unable to Appoint Committee
-------------------------------------------------
The Office of the U.S. Trustee on Oct. 9 disclosed in a court
filing that no official committee of unsecured creditors has been
appointed in the Chapter 11 case of BCL One, LLC.

                      About BCL One

BCL One, LLC, listed its business as a Single Asset Real Estate.
The Debtor owns in fee simple interest a real property located at
120 E. Council Street, Salisbury, North Carolina 28144, Suites 100
and 300, valued by the Debtor at $1.92 million.  It is an affiliate
of Esby Corporation and Summit Investment Co., Inc., both of which
sought bankruptcy protection on March 2, 2017 (Bankr. M.D.N.C. Case
Nos. 17-50228 and 17-50230, respectively).

The Debtor filed for Chapter 11 bankruptcy protection (Bankr. M.D.
N.C. Case No. 17-51061) on Oct. 6, 2017, listing $1.93 million in
total assets and $1.72 million in total debts.  The petition was
signed by Clay B. Lindsay, Jr., member/manager.

Judge Lena M. James presides over the case.

Samantha K. Brumbaugh, Esq., at Ivey, Mcclellan, Gatton & Siegmund,
LLP, serves as the Debtor's bankruptcy counsel.


BLOUNT INT'L: Moody's Assigns 'B1' Corp. Family Rating
------------------------------------------------------
Moody's Investors Service assigned a B1 Corporate Family Rating and
B1-PD Probability of Default Rating to Blount International, Inc..
Moody's also assigned a B1 rating to the company's proposed $690
million Senior Secured First Lien Credit Facilities that are
comprised of a $75 million revolving credit facility due 2022 and
$615 million term loan due 2023. The rating outlook is stable.

The proceeds from the proposed $615 million term loan along will be
used to refinance ASP Blade Merger Sub, Inc.'s existing Sr. Secured
Credit Facilities, and pay a dividend to its owners - American
Securities and P2 Capital -- of $120 million. American Securities
and P2 Capital bought Blount in 2016.

The following ratings were assigned (all ratings are subject to
Moody's review of final documentation):

Corporate Family Rating, assigned B1;

Probability of Default Rating, assigned B1-PD;

$75 million Senior Secured Revolving Credit Facility due 2022,
assigned B1 (LGD3);

$615 million Senior Secured Term Loan due 2023, assigned B1
(LGD3);

Rating outlook, assigned stable.

RATINGS RATIONALE

The B1 Corporate Family Rating is supported by Blount's consistent
free cash flow generation, recurring nature of its revenues,
dominant global market share along with strong brand recognition,
wide array of products, attractive end markets, and long operating
history (founded in 1946). Globally, Blount manufactures and sells
over half of all saw chains and principally competes with only one
other manufacturer. Many of Blount's products such as saw chains
must be replaced multiple times in a year when used by
professionals, leading to recurring revenue stream. Furthermore,
the B1 Corporate Family Rating considers the company's relatively
strong projected interest coverage (adjusted by Moody's) of 2.2x
for 2017.

At the same time, the rating is constrained by the company's
relatively high pro forma debt leverage of 5.6x for the B1 rating
category. However, Blount is expected to apply its free cash flow
toward debt repayment and deleverage to below 4.6x within the next
12-18 months which will place the company comfortably within its
rating category. The rating is also constrained by the company's
exposure to volatile end markets, such as the agriculture industry
in the United States that is currently experiencing a downcycle.

The stable rating outlook reflects Moody's view that the company's
credit metrics will continue to improve over the next 12-18
months.

Positive rating action could be considered if the company's
adjusted debt to EBITDA declines below 4x on a sustained basis and
its adjusted EBITA coverage of interest increases above 3.5x on a
sustained basis while it maintains strong free cash flow generation
and a good liquidity profile.

Negative rating action could be considered if the company's
projected debt/EBITDA rises above 5.5x. In addition, dividend
distributions and other shareholder friendly activities,
deterioration in the company's liquidity profile, market share
loss, and debt financed acquisitions could place negative pressure
on the ratings.

The principal methodology used in these ratings was Global
Manufacturing Companies published in June 2017.

Blount International, Inc. is headquartered in Portland, Oregon and
is a manufacturer of equipment and replacement parts for the
forestry and agriculture industries. Revenues for the LTM period
ended 6/30/17 were $762MM.


BLOUNT INT'L: S&P Lowers CCR to 'B' on Dividend Recapitalization
----------------------------------------------------------------
S&P Global Ratings lowered its corporate credit rating on
U.S.-based Blount International Inc. to 'B' from 'B+'. The outlook
is stable.

Blount International Inc. is refinancing its capital structure,
which will include a proposed $75 million revolving credit facility
and $615 million term loan. In addition to refinancing debt, the
company plans to use the proceeds to pay a $120 million dividend to
shareholders affiliates of American Securities and P2 Capital
Partners and to pay transaction fees and expenses.

S&P said, "At the same time, we assigned our 'B' issue-level
rating, with a '3' recovery rating, to the company's proposed
revolving credit facility and term loan. Our '3' recovery rating
indicates our expectation for meaningful recovery (50%-70%; rounded
estimate: 50%) in the event of a payment default.

"The downgrade reflects the company's higher leverage following the
proposed dividend recapitalization. We believe the transaction
indicates a more aggressive financial policy by the company's
financial sponsors (specifically, a reduction in their commitment
to maintaining leverage below 5x). Therefore, we are revising our
financial policy assessment to incorporate the financial sponsors'
tolerance for incremental leverage and the associated increased
risk. We expect the transaction will weaken the company's debt to
EBITDA to the mid-5x area (from the mid-4x area as of June 30,
2017) following transaction close, and estimate Blount will
deleverage to the low-5x area over the next 12 months.

"The stable outlook on Blount reflects our expectation that the
company will maintain leverage between 5x and 6x over the next 12
months. These credit measures are supported by our expectation for
modest revenue growth and a moderate improvement in the company's
profitability from management's operational cost improvements.

"We could lower our rating on Blount by one notch if the company's
operating performance declined due to lower demand for the
company's products such that it increased adjusted debt to EBITDA
to more than 6.5x and we expected it to remain there. We could also
lower our rating if the company pursued debt-financed acquisitions
or additional shareholder returns that increased its leverage above
6.5x on a sustained basis.

"Although unlikely over the next 12 months, we could raise our
rating on Blount by one notch if we expected that Blount's total
debt to EBITDA would be below 5x on a sustained basis and believed
that the company was committed to maintaining financial policies
(particularly around future shareholder returns and acquisitions)
that would support this level of leverage."


BOXWOOD LLC: U.S. Trustee Unable to Appoint Committee
-----------------------------------------------------
The Office of the U.S. Trustee on Oct. 9 disclosed in a court
filing that no official committee of unsecured creditors has been
appointed in the Chapter 11 case of Boxwood, LLC.

                     About Boxwood LLC

Founded in 2002, Boxwood, LLC, owns an event facility consisting of
50 acres with cabin, house and carriage house located at 132
Becktown Road Mocksville, North Carolina 27028.  The property is
valued by the Company at $2.9 million.  In 2016, Boxwood's gross
revenue amounted to $98,858 following gross revenue of $96,879 in
2015.  

The Debtor filed for Chapter 11 bankruptcy protection (Bankr. M.D.
N.C. Case No. 17-51070) on Oct. 9, 2017, listing $2.93 million in
total assets and $7.46 million in total liabilities.  The petition
was signed by Clay B. Lindsay, Jr., manager.

Judge Lena M. James presides over the case.

Brian Hayes, Esq., and Edwin H Ferguson, Jr., Esq., at Ferguson,
Hayes, Hawkins & Demay, PLLC, serve as the Debtor's bankruptcy
counsel.

The Debtor previously sought bankruptcy protection on Feb. 13, 2017
(Bankr. M.D.N.C. Case No. 17-50142).


CATALENT PHARMA: Moody's Rates New $450MM Sr. Unsecured Notes 'B3'
------------------------------------------------------------------
Moody's Investors Service assigned a B3 rating to Catalent Pharma
Solutions, Inc.'s new senior unsecured notes. There is no change to
the B1 Corporate Family Rating (CFR), B1-PD Probability of Default
Rating (PDR), Ba3 senior secured credit facility ratings, or B3
rating on the existing senior unsecured notes. The Speculative
Grade Liquidity Rating of SGL-1 also remains unchanged. The outlook
is stable.

The $450 million of new senior unsecured notes will help fund the
pending acquisition of Cook Pharmica, Catalent's largest
acquisition to date.

Assuming that Catalent uses debt to fund the $200 million deferred
portion of the purchase price, Moody's expects pro forma adjusted
debt/EBITDA of 5.6 times, up from 4.9 times as of June 30, 2017.
However, Moody's believes the company will be able to return
leverage to about 5.0 times by the end of 2018 through EBITDA
growth. Moody's estimates that the Cook acquisition will accelerate
Catalent's annual EBITDA growth by 200-300 basis points.

Ratings assigned:

Catalent Pharma Solutions, Inc.

Senior unsecured notes due 2025 at B3 (LGD 5)

Ratings unchanged:

Catalent Pharma Solutions, Inc.

Corporate Family Rating at B1

Probability of Default Rating at B1-PD

Senior secured revolving credit facility expiring 2022 at Ba3 (LGD
3)

Senior secured term loans due 2024 at Ba3 (LGD 3)

Senior unsecured notes due 2024 at B3 (LGD adjusted to LGD 5 from
LGD 6)

Speculative Grade Liquidity Rating at SGL-1

Ratings unchanged that Moody's expects to withdraw upon close:

Catalent Pharma Solutions, Inc.

Senior secured revolving credit facility expiring 2019 at Ba3 (LGD
3)

Senior secured term loans due 2021 at Ba3 (LGD 3)

The outlook is stable.

RATINGS RATIONALE

Catalent's B1 rating is constrained by its relatively high
financial leverage and modest free cash flow. The rating is also
constrained by volatility inherent in the pharmaceutical contract
manufacturing industry. Lost revenue when customers' drugs become
generic, pricing pressure exerted by large clients, and high fixed
costs can create volatility in net profit and cash flows. The
rating is supported by Moody's expectation that Catalent will
benefit over the next 2-3 years as more drugs coming to market
require more complex dosage solutions. In addition, Moody's
acknowledges Catalent's push into more stable, albeit lower margin,
businesses such as consumer and animal health. The rating is also
supported by Catalent's good scale and leading market position in
the development and manufacturing of softgels and other oral drug
delivery technologies. The company also maintains a diversified
customer base and commands a large library of patents, know-how,
and other intellectual property that raise barriers to entry and
enhance margins. These factors help mitigate the volatility created
by the inherent industry challenges discussed above.

The stable rating outlook reflects Moody's expectation that
leverage will show moderate improvement over the next 12-18 months
as previously soft businesses, such as modified release
technologies and pre-filled syringes, stabilize and begin to grow
again. In addition, Moody's expects new product lines, such as
animal health and biologics, to help Catalent's growth.

The Speculative Grade Liquidity Rating of SGL-1 reflects Moody's
expectation that Catalent's liquidity will remain very good over
the next 12 to 18 months. Catalent's liquidity will be supported by
free cash flow in excess of $150 million over the next year, a
strong cash balance ($288 million as of June 30, 2017), and $188
million of availability under its $200 million revolver.

The ratings could be upgraded if Catalent reduces financial
leverage such that its debt to EBITDA approaches 4.0 times.
Successful integration of acquisitions and organic growth that
results in increased scale and improved business line diversity,
including reduced concentration in softgels, would also support an
upgrade.

The ratings could be downgraded if Moody's expects Catalent's
financial leverage to be sustained above 5.5 times. The ratings
could also be downgraded if Catalent's earnings deteriorate or if
the company adopts a more aggressive acquisition strategy.

Catalent Pharma Solutions, Inc., based in Somerset, New Jersey, is
a leading provider of development solutions and advanced delivery
technologies for drugs, biologics and consumer health products.
These include the company's formulation, development and
manufacturing of softgels and other products for the prescription,
consumer, and animal health industries. The company reported
revenue of approximately $2.1 billion for the twelve months ended
June 30, 2017.

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


CATALENT PHARMA: S&P Rates New $450MM Unsecured Notes 'B+'
----------------------------------------------------------
S&P Global Ratings lowered its issue-level rating on Catalent
Inc.'s senior unsecured debt to 'B+' from 'BB-' and revised the
recovery rating to '5' from '4' following the company's
announcement that it will issue new debt at this level of the
capital structure. The '5' recovery rating indicates S&P's
expectation for modest (10%-30%; rounded estimate: 25%) recovery in
the event of a payment default.

S&P said, "At the same time, we assigned our 'B+' issue-level
rating and '5' recovery rating (the same as the company's existing
unsecured debt) to the new $450 million senior unsecured notes due
2026 issued by operating subsidiary Catalent Pharma Solutions Inc.
The '5' recovery rating indicates our expectation for modest
(10%-30%; rounded estimate: 25%) recovery in the event of a payment
default.

"Our corporate credit rating on Catalent Inc. remains 'BB-' with a
stable outlook. See the research update on Catalent Inc. published
Sept. 20, 2017, for our view of the acquisition and the corporate
credit rating."

The lower expectations for recovery for the senior unsecured debt
reflects the higher proportion of unsecured debt in the capital
structure following the financing and the fact that all of Cook
Pharmica's value is derived from domestic subsidiaries that will
guarantee the company's secured debt, leaving relatively limited
incremental value for unsecured creditor in a default scenario.

RECOVERY ANALYSIS

Key analytical factors:

-- S&P is updating its recovery analysis in conjunction with
Catalent's financing package for its acquisition of Cook Pharmica.

-- Catalent's proposed capital structure consists of a $200
million revolving credit facility (assumed 85% drawn), a $1.46
billion first-lien dollar term loan, a $315 million first-lien euro
term loan, $400 million of unsecured euro notes, and $450 million
of new unsecured dollar notes.

-- S&P's simulated default scenario contemplates a default in
2021, precipitated by regulatory suspensions, increased
competition, and lower capacity utilization.

-- S&P believes Catalent would reorganize in the event of default
in view of its strong customer relationships and the importance of
its products to its customers' supply chains. Further, we believe
that lenders would achieve greater recovery through reorganization,
rather than liquidation.

--  S&P has valued the company on a going-concern basis using a 6x
multiple of our projected emergence EBITDA. The 6x multiple
reflects Catalent's strong contracts and customer relationships,
but the multiple is limited because its intangible assets are not
as strong as biopharmaceutical molecule patents.

-- S&P's emergence EBITDA of $294 million is somewhat higher than
a fixed-charge proxy because we believe the company will default as
total leverage reaches approximately 8.5x and EBITDA declines about
40% from 2017 estimates.

-- The senior secured credit facilities benefit from a downstream
guarantee from Catalent's holding company parent, an upstream
guarantee from the company's wholly owned U.S. restricted
subsidiaries, and a pledge of 65% of Catalent's equity interests in
its foreign subsidiaries. Catalent's U.S. operations, which provide
a secured guarantee of the facilities, contribute approximately 45%
of EBITDA. Foreign operations, which are nonguarantors, contribute
the remaining 55% of EBITDA. This overseas value provides some
recovery to unsecured creditors in the event of payment default.

Simulated default assumptions:

-- Simulated year of default: 2021
-- EBITDA at emergence: $294 mil.
-- EBITDA multiple: 6x
-- Gross enterprise value at emergence: $1,761 mil.

Simplified waterfall:

-- Net enterprise value (after 5% admin. costs): $1,673 mil.
-- Valuation split in % (obligors/nonobligors): 45/55
-- Collateral value from obligors: $753 mil.
-- Collateral value from nonobligors (65% pledge): $598 mil.
-- Unpledged value available to first-lien creditors: $79 mil.
-- Total value available to first-lien creditors: $1,430 mil.
-- Secured first-lien debt claims: $1,621 mil.
    ???Recovery expectations: 70%-90%; rounded estimate: 85%
-- Total value available to unsecured claims: $322 mil.
-- Senior unsecured debt claims: $831 mil.
-- Other pari passu unsecured claims: $271 mil.
-- Total unsecured claims: $1,102 mil.
    ???Recovery expectations: 10%-30%; rounded estimate: 25%

Note: All debt amounts include six months of prepetition interest.
Collateral value equals asset pledge from obligors after priority
claims plus equity pledge from nonobligors after nonobligor debt.

RATINGS LIST

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

  New Ratings

  Catalent Pharma Solutions Inc.

  $450 mil senior unsecured notes due 2026     B+
   Recovery Rating                             5(25%)

  Ratings Lowered; Recovery Ratings Revised
                                               To      From
  Catalent Inc.  
  Senior Unsecured                             B+      BB-
   Recovery Rating                             5(25%)  4(30%)


CCO HOLDINGS: Moody's Rates Proposed $1.5BB Sr. Unsecured Notes B1
------------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to the proposed $1.5
billion senior unsecured notes of CCO Holdings, LLC, a wholly-owned
subsidiary of Charter Communications, Inc. (Charter). The total
issuance will be split between a new issuance with an expected
maturity of 2023 and an add-on to the company's existing 5% notes
due 2028, with proceeds from the issuance being used for general
corporate purposes, including repurchasing shares. Pro forma
leverage is 4.7x (including Moody's adjustments), although Moody's
expects leverage to fall below 4.5x by the end of 2017. Charter's
Ba2 CFR and stable outlook remain unchanged.

A summary of action follows:

Assignments:

Issuer: CCO Holdings, LLC

-- Senior Unsecured Regular Bond/Debenture, Assigned B1 (LGD 5)

RATINGS RATIONALE

Charter's Ba2 corporate family rating (CFR) is supported the
company's large scale and moderate leverage. Following the
acquisitions of Time Warner Cable (TWC) and BrightHouse Networks
(BHN) in May 2016, Charter became the second largest cable operator
in the US after Comcast (A3, Stable) and third largest pay-TV
provider after DIRECTV (unrated) and Comcast. Pro forma for this
new debt issuance, leverage for the last twelve months ended
6/30/2017 was 4.7x (including Moody's adjustments), which in
addition to its solid free cash flow supports the company's Ba2
CFR. Charter has leading broadband infrastructure and a growing
commercial segment. Moody's anticipates Charter will grow EBITDA in
the mid-single digit range over the next 12 months and continue to
grow free cash flow. Charter's financial policy remains a key
driver of the rating as management has stated that it would like to
keep net debt-to-EBITDA in the 4.0-4.5x range (before Moody's
adjustments).

The stable outlook reflects Moody's expectations that Charter's
debt-to-EBITDA (incorporating Moody's standard adjustments) will be
sustained below 4.5x over the rating horizon and the company will
continue to generate positive free cash flow and maintain good
liquidity.

Moody's would consider an upgrade of the ratings with continued
improvements in both financial and operating metrics and a
commitment to a better credit profile. Specifically, Moody's could
upgrade the CFR based on expectations for sustained leverage below
4.0x debt-to-EBITDA and free cash flow-to-debt in excess of 5%,
along with maintenance of good liquidity.

A higher rating would require commitment to the stronger credit
metrics, as well as product penetration levels more in line with
industry peers, and growth in revenue and EBITDA per homes passed.
Moody's would likely downgrade ratings if another sizeable debt
funded acquisition, ongoing basic subscriber losses, declining
penetration rates, and/or a reversion to more aggressive financial
policies contributed to expectations for sustained leverage above
4.5x debt-to-EBITDA (including Moody's standard adjustments) or
sustained low single digit or worse free cash flow-to-debt.

One of the largest US domestic cable multiple system operators
serving about 26.8 million customers, 23.3 million broadband
subscribers, 17.1 million video subscribers and 11.2 million voice
subscribers, Charter Communications, Inc. maintains its
headquarters in Stamford, Connecticut. Total revenue for the last
twelve months ended 6/30/2017 was approximately $41 billion.

The principal methodology used in this rating was Global Pay
Television - Cable and Direct-to-Home Satellite Operators published
in January 2017.


CCO HOLDINGS: S&P Rates New $1.5BB Unsecured Notes 'BB'
-------------------------------------------------------
S&P Global Ratings assigned its 'BB' issue-level rating and '5'
recovery rating to Stamford, Conn.-based cable operator CCO
Holdings LLC's and CCO Holdings Capital Corp.'s proposed $1.5
billion unsecured notes, which will be split between new notes due
2023 and an add-on to the existing 5.0% notes due 2028. The '5'
recovery rating reflects S&P's expectation for modest (10%-30%;
rounded estimate: 25%) recovery in a simulated default scenario.

The company intends to use the proceeds from the new secured notes
for general corporate purposes, which could include share
repurchases. The 'BB+' corporate credit rating on Charter
Communications Inc. remains unchanged, as S&P continues to expect
leverage to remain between 4.0x and 4.5x for the foreseeable
future.

RECOVERY ANALYSIS

Key analytical factors

S&P said, "Our simulated default scenario contemplates lower
revenue due to an acceleration of video subscriber declines and an
inability to offset video declines with broadband growth due to
heightened competition. Other default assumptions include: the
revolver is 85% drawn, LIBOR rises to 2.5%, the spread on the
credit facilities rises to 5% as covenant amendments are obtained
as credit deteriorates, and all debt includes six months of
prepetition interest.

"We value Charter at a 7x multiple of emergence EBITDA, which is at
the high end of the 5x-7x range we use for pay-TV providers given
its incumbent market positions, programming synergies enabled by
its scale, and its geographic diversification."

Simulated default assumptions

-- Simulated year of default: 2022
-- EBITDA at emergence: $8.5 billion
-- EBITDA multiple: 7x

Simplified waterfall

-- Net enterprise value (after 5% administrative costs): $57
billion
-- Value available to secured debt claims: $57 billion
-- Secured debt claims: $51.3 billion
    --Recovery expectations: 90% to 100% (rounded estimate: 95%)
-- Total value available to unsecured claims: $5.7 billion
-- Senior unsecured debt: $19.4 billion
    --Recovery expectations: 10% to 30% (rounded estimate: 25%)

RATINGS LIST

  Charter Communications Inc.
   Corporate Credit Rating                   BB+/Stable/--

  New Rating
  CCO Holdings LLC
  CCO Holdings Capital Corp
   Senior Unsecured Notes due 2023           BB
    Recovery Rating                          5 (25%)


CGG HOLDING: Ordered to Improve Transparency of Pay to Top Execs
----------------------------------------------------------------
Tom Corrigan, writing for The Wall Street Journal Pro Bankruptcy,
reported that U.S. Bankruptcy Judge Martin Glenn in New York
approved a bankruptcy-exit plan proposed by CGG Group, a French
oil-services company, and required the company to improve the
transparency of its executive compensation.

According to the report, following a hearing on October 10, Judge
Glenn signed off on the plan, part of a multinational restructuring
that aims to shave about $2 billion in debt from the company's
books.  However, a fight over the CGG's transparency and disclosure
practices -- fundamental components of the bankruptcy system that
are required by law -- took up much of an otherwise routine
hearing, the report related.

The U.S. trustee, a Justice Department official who serves as a
bankruptcy watchdog, lodged a last-minute objection to CGG's
bankruptcy plan, demanding more information about the identities
and compensation of top executives and others who will stay with
the company when it eventually emerges from chapter 11 protection,
the report further related.

Judge Glenn largely agreed, the report said.  During the Oct. 10
hearing, he criticized the company's disclosures, likening the
information supplied in a complex web of earlier public documents
to a "Where's Waldo" search, the report added.

The judge ruled that all officers and directors of CGG's U.S.
affiliates must be named and that CGG must also provide a range or
some other description of their total compensation, the report
said.  CGG, which is represented by Paul, Weiss, Rifkind, Wharton &
Garrison LLP, said it had met the bankruptcy code's disclosure
requirements but agreed to file supplemental information with the
court, the report noted.

                    About CGG Holding

Paris, France-based CGG Holding (U.S.) Inc. -- http://www.cgg.com/
-- provides geological, geophysical and  reservoir capabilities to
its broad base of customers primarily from the global oil and gas
industry.  Founded in 1931 as "Compagnie Generale de Geophysique",
CGG focuses on seismic surveys and other techniques to help energy
companies locate oil and natural-gas reserves.  The company also
makes geophysical equipment under the Sercel brand name.

The Group has more than 50 locations worldwide, more than 30
separate data processing centers, and a workforce of more than
5,700, of whom more than 600 are solely devoted to research and
development.  CGG is listed on the Euronext Paris SA (ISIN:
0013181864) and the New York Stock Exchange (in the form of
American Depositary Shares, NYSE: CGG).

After a deal was reached key constituencies on a restructuring that
will eliminate $1.95 billion in debt, on June 14, 2017 (i) CGG SA,
the group parent company, opened a "sauvegarde" proceeding, the
French equivalent of a Chapter 11 bankruptcy filing, (ii) 14
subsidiaries of CGG S.A. filed voluntary petitions for relief under
Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No.
17-11637) in New York, and (iii) CGG S.A filed a petition under
Chapter 15 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Case No.
Case No. 17-11636) in New York, seeking recognition in the U.S. of
the Sauvegarde as a foreign main proceeding.

Chapter 11 debtors CGG Canada Services Ltd. and Sercel Canada Ltd.
also commenced proceedings under the Companies' Creditors
Arrangement Act in the Court of Queen's Bench of Alberta, Judicial
District of Calgary in Calgary, Alberta, Canada, to seek
recognition of the Chapter 11 cases in Canada.

United States Bankruptcy Judge Martin Glenn oversees the Chapter 15
case.

CGG's legal advisors are Linklaters LLP and Weil Gotshal & Manges
(Paris) LLP for the Sauvegarde and Chapter 15 case.  The Debtors
hired Paul, Weiss, Rifkind, Wharton & Garrison LLP, as counsel.
The company's financial advisors are Lazard and Morgan Stanley, and
its restructuring advisor is AlixPartners, LLP.  Lazard Freres &
Co. LLC, serves as investment banker.  Prime Clerk LLC is the
claims agent in the Chapter 11 cases.

Messier Maris & Associes and Millco Advisors, LP, is the financial
advisors to the Ad Hoc Noteholder Group, and Willkie Farr &
Gallagher LLP and DLA Piper UK LLP, is legal counsel to the Ad Hoc
Noteholder Group.

Kirkland & Ellis LLP, Kirkland & Ellis International LLP, and De
Pardieu Brocas Maffei A.A.R.P.I, serve as counsel to the Ad Hoc
Secured Lender Committee; Zolfo Cooper LLC is the restructuring
advisor; and Rothschild & Co., is the investment banker.

Ashurst serves as counsel to Wilmington Trust (London) Limited as
successor agent to Natixis under the French Revolver.  Latham &
Watkins LLP, serves as counsel to Credit Suisse AG as
administrative agent and collateral agent under the U.S. Revolver.
Ropes & Gray LLP, serves as counsel to Wilmington Trust, National
Association as administrative agent under the U.S. Term Loan.

Hogan Lovells U.S. LLP serves as counsel to the Indenture Trustee
in its separate capacities as indenture trustee under each of the
three series of High Yield Bonds.

Darrois Villey Maillot Brochier and A.M. Conseil represent JG
Capital Management, in its capacity as representative of the
holders of the Convertible Bonds.  Orrick Herrington & Sutcliffe
LLP represents counsel to DNCA.


CINRAM GROUP: Exclusive Plan Filing Deadline Moved to Oct. 30
-------------------------------------------------------------
The Hon. Vincent F. Papalia of the U.S. Bankruptcy Court for the
District of New Jersey has extended the period during which Cinram
Group, Inc., and its debtor-affiliates have the exclusive right to
file a Chapter 11 plan through and including Oct. 30, 2017.

As reported by the Troubled Company Reporter on Sept. 14, 2017, the
Debtors asked the Court to extend the period during which the
Debtors have the exclusive right to file a Chapter 11 plan by an
additional 90 days, through and including Jan. 15, 2018, and the
period during which the Debtors have the exclusive right to solicit
votes on the Plan by an additional 90 days, through and including
March 12, 2018.  The TCR also reported that the Court previously
extended the exclusivity periods through and including Oct. 16 and
Dec. 12, 2017, respectively.

In seeking an extension, the Debtors said they need additional time
to continue their negotiations with the Official Committee of
Unsecured Creditors and other stakeholders regarding the terms of a
consensual amended plan without the potential distraction of
competing plans being filed by other parties in interest.

                      About Cinram Group, Inc.

Livingston, New Jersey-based Cinram Group, Inc., and its affiliates
filed a Chapter 11 petition (Bankr. D.N.J. Lead Case No. 17-15258)
on March 17, 2017.  The petition was signed by Glenn Langberg,
chief executive officer.

Cinram Group estimated $1 million to $10 million in both assets and
liabilities.  Cinram Operations, Inc., estimated $1 million to $10
million in assets and under $50,000 in liabilities.

Cinram Property Group, LLC, listed $10 million to $50 million in
assets and under $50,000 in liabilities.

The Hon. Vincent F. Papalia presides over the jointly administered
cases.  Kenneth A. Rosen, Esq., at Lowenstein Sandler, LLP, serves
as bankruptcy counsel to the Debtors.

On April 3, 2017, the Office of the U.S. Trustee appointed an
official committee of unsecured creditors.  The committee members
are SIR Properties Trust, MPEG LA LLC, Technicolor Home
Entertainment Services Inc., and Richter LLP.  Cole Schotz P.C.
serves as bankruptcy counsel.


CMC TELECOM: Trustee's Private Sale of Assets Approved
------------------------------------------------------
Judge Marci B. McIvor of the U.S. Bankruptcy Court for the Eastern
District of Michigan authorized the private sale by Samuel D.
Sweet, Chapter 11 trustee for CMC Telecom, Inc., of assets for a
purchase price of not less than the amount set forth in the
Motion.

The sale is free and clear of all liens and encumbrances, with all
liens and encumbrances, if any, attaching to the sale proceeds.

The sale is subject to the terms and condition set forth in the
Consent Orders previously entered into between the Trustee, the
Purchaser and the Creditor's as referenced by Docket No.'s 174,
185, 191 and 194.

                      USAC Consent Order

Judge Marci B. McIvor of the U.S. Bankruptcy Court for the Eastern
District of Michigan entered a supplemental order that the terms
"Closing" and "Closing Date" in the USAC Consent Order will mean
the "Final Closing" as contemplated under the Asset Purchase
Agreement filed with Motion for Authority to Sell Assets by Private
Sale Free and Clear of All Liens and Encumbrances With Any and All
Liens and Encumbrances Attaching to the Proceeds of Sale Pursuant
to 11 U.S.C. Section 363 ("Second Sale Motion") by Samuel D. Sweet,
Chapter 11 trustee for CMC Telecom, Inc.

The Trustee, the Universal Service Administrative Co., and NRC
Runoff, LLC have agreed to the terms of the Order Resolving USAC's
Objection to Trustee's Second Sale Motion ("USAC Consent Order")
and to the terms of the Supplemental Order, both which will become
part of the order granting the Second Sale Motion.

The reference to the USAC Consent Order in the order to be entered
granting the Second Sale Motion will mean the USAC Consent Order as
supplemented by the Supplemental Order.

                       About CMC Telecom

CMC Telecom Inc. sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. E.D. Mich. Case No. 15-50082) on July 2,
2015.  The petition was signed by Craig Champagne, president.  At
the time of the filing, the Debtor estimated its assets at $100,000
to $500,000 and debt at $1 million to $10 million.  

The case is assigned to Judge Marci B. McIvor.

The Court appointed Samuel Sweet as Trustee.

The Trustee retained Derderian, Kann, Seyferth & Salucci, PC, as
accountant.


CONSTELLATION ENTERPRISES: D. Carickhoff Named Interim Trustee
--------------------------------------------------------------
Andrew R. Vara, the acting U.S. Trustee, notifies David W.
Carickhoff of his appointment in an asset case as Interim
Trustee/Trustee of the estate of Constellation Enterprises LLC.

Carickhoff is required to notify Assistant U.S. Trustee T. Patrick
Tinker in writing within five days after receipt of the notice.

               About Constellation Enterprises

Constellation Enterprises LLC manufactures custom engineered metal
components for various end markets such as rail transportation, oil
and gas, general industrial, nuclear, aerospace, and small gas
engine markets.  The company was incorporated in 1996 and is based
in Caldwell, Texas.

Constellation Enterprises and its affiliates filed for Chapter 11
bankruptcy protection (Bankr. D. Del. Lead Case No. 16-11213) on
May 16, 2016.  William Lowry, chief financial officer, signed the
petitions.

Constellation Enterprises estimated assets between $1 million and
$10 million and debt between $100 million and $500 million.

Adam C. Rogoff, Esq., and Joseph A. Shifer, Esq., at Kramer Levin
Naftalis & Frankel LLP serve as the Debtors' bankruptcy counsel.
Daniel J. DeFranceschi, Esq., Zachary I. Shapiro, Esq., Rachel L.
Biblo, Esq., and Joseph C. Barsalona II, Esq., at Richards, Layton
& Finger, P.A., serve as the Debtors' co-counsel.  Imperial
Capital, LLC, is the Debtors' financial advisor.  Conway Mackenzie
Management Services LLC is the Debtors' crisis management &
restructuring services provider.  Epiq Bankruptcy Solutions, LLC,
is the Debtors' claims and noticing agent.


DAWSON INTERNATIONAL: Exclusive Plan Filing Extended to Nov. 27
---------------------------------------------------------------
The Hon. James L. Garrity, Jr., of the U.S. Bankruptcy Court for
the Southern District of New York has extended, at the behest of
Dawson International Investments (Kinross) Inc. and certain of its
affiliates, the exclusive period to file a Chapter 11 plan for each
of the Debtors through and including Nov. 27, 2017, and the
exclusive period to solicit acceptances of a plan for each of the
Debtors through and including Jan. 27, 2018.

As reported by the Troubled Company Reporter on Sept. 19, 2017, the
Debtors sought the extension, saying that this would be its final
request, as no more extensions are permitted under Section
1121(d)(2)(A) and (B) of the U.S. Bankruptcy Code.  The TCR
previously reported that the Court had extended the exclusive
periods through and including Sept. 20 and Nov. 21, respectively.
The Debtors said the extension would allow the Debtors to continue
to build upon the progress made in the cases up to this point, in
order to propose an effective plan.

                   About Dawson International
                   Investments (Kinross) Inc.

Dawson International is in the cashmere business.  It comprises two
trading divisions, based in the UK and the USA.  The UK division
comprises the Barrie Knitwear business, based in Hawick Scotland.
It manufactures highest quality cashmere garments at its factory in
the Scottish borders and sells to some of the world's most
prestigious couture houses, department stores and private label
retail outlets.

Based in Natick, Massachusetts, Ilion Properties, Inc., Dawson
International Investments (Kinross) Inc., Dawson International
Properties, Inc., DCC USA Inc., and Dawson Luxury Garments LLC
filed separate Chapter 11 bankruptcy petitions (Bankr. S.D.N.Y.
Case Nos. 16-11550 to 16-11554) on May 27, 2016.  The Hon. James L.
Garrity Jr. presides over the cases.

Patrick L. Hayden, Esq., and Nathan S. Greenberg, Esq., at
McGuireWoods LLP, serve as counsel to the Debtors.  Deloitte Tax
LLP has been tapped as tax service provider and Qualified Annuity
Services, Inc., as pension plan consultants to the Debtors.

Each of the Debtors estimated between $1 million to $10 million in
both assets and liabilities.  The petitions were signed by David G.
Cooper, president and sole director.

The U.S. Trustee has not appointed an official committee of
unsecured creditors in the Debtors' cases.


DOLPHIN ENTERTAINMENT: Files Amended $15M Units Prospectus
----------------------------------------------------------
Dolphin Entertainment, Inc. filed with the Securities and Exchange
Commission an amendment no. 1 to its Form S-1 registration
statement in connection with the offering of $15,000,000 units with
each unit consisting of one share of the Company's common stock,
$0.015 par value per share and one warrant to purchase        share
of its common stock per unit at an exercise price equal to $___ per
share and expiring five years after the issuance date. The units
will not be issued or certificated.  Purchasers will receive only
shares of common stock and warrants.  The common stock and warrants
are immediately separable and will be issued separately.  The
offering also includes the shares issuable from time to time upon
exercise of the warrants.

The Company's shares of common stock are currently quoted on the
OTC Pink Marketplace, operated by OTC Markets Group.  The symbol
for the Company's common stock is "DPDM".  There is currently no
public market for the Company's warrants.  The Company has applied
to have its common stock and warrants listed on The NASDAQ Global
Market under the symbols "DLPN" and "DLPNW," respectively.  On Oct.
4, 2017, the last reported sale price of the Company's common stock
on the OTC Pink Marketplace was $8.00 per share.

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

                       https://is.gd/rI5ofB

                   About Dolphin Entertainment

Headquartered in Coral Gables, Florida, Dolphin Entertainment,
Inc., formerly Dolphin Digital Media, Inc., is a producer of
digital programming for online consumption and is committed to
delivering premium, best-in-class entertainment and securing
premiere distribution partners to maximize audience reach and
commercial advertising potential.  On March 7, 2016, the Company
completed its merger with Dolphin Films, Inc., an entity under
common control.  Dolphin Films, Inc. is a motion picture studio
focused on storytelling on a global scale for young,
always-connected audiences.  On March 30, 2017, the Company
acquired 42West, LLC, a Delaware limited liability company.  42West
is an entertainment public relations agency offering talent
publicity, strategic communications and entertainment content
marketing.  Dolphin also currently operates online kids clubs,
however it intends to discontinue the online kids clubs at the end
of 2017 to dedicate its time and resources to the entertainment
publicity business and the production of feature films and digital
content.

The Company has a net loss of $1,558,185 for the three months ended
June 30, 2017 and net income of $3,402,623 for the six months ended
June 30, 2017.  Although the Company had net income for the six
months ended June 30, 2017, it was primarily due to a change in the
fair value of the warrant liability.  Furthermore, the Company has
recorded accumulated deficit of $96,409,581 as of June 30, 2017.
The Company has a working capital deficit of $18,481,195 and
therefore does not have adequate capital to fund its obligations as
they come due or to maintain or develop its operations.  The
Company is dependent upon funds from private investors and support
of certain stockholders.  If the Company is unable to obtain
funding from these sources within the next 12 months, it could be
forced to liquidate, according to the Form 10-Q report for the
period ended June 30, 2017.

Dolphin Digital reported a net loss of $37.19 million for the year
ended Dec. 31, 2016, following a net loss of $8.83 million for the
year ended Dec. 31, 2015.  As of June 30, 2017, Dolphin Digital had
$35.54 million in total assets, $38.56 million in total liabilities
and a total stockholders' deficit of $3.02 million.

BDO USA, LLP issued a "going concern" qualification on the
consolidated financial statements for the year ended Dec. 31, 2016.
The Company, according to BDO USA, has suffered recurring losses
from operations and has a net capital deficiency that raise
substantial doubt about its ability to continue as a going concern.


FAIRMOUNT SANTROL: Moody's Hikes CFR to B3; Outlook Stable
----------------------------------------------------------
Moody's Investors Service upgraded Fairmount Santrol, Inc.'s
(Fairmount) Corporate Family Rating (CFR) to B3 from Caa1 and the
Probability of Default Rating to B3-PD from Caa2-PD. At the same
time, Moody's assigned a B3 rating to Fairmount's proposed $700
million Senior Secured Term Loan B due 2024. The Speculative Grade
Liquidity Rating was upgraded to SGL-2. The outlook was changed to
stable from positive.

The following actions were taken:

Corporate Family Rating, upgraded to B3 from Caa1;

Probability of Default Rating, upgraded to B3-PD from Caa2-PD;

Senior Secured Term Loan B due 2024, assigned at B3 (LGD4)

Senior secured bank credit facilities, unchanged, to be withdrawn
upon close of Senior Secured Term Loan B due 2024;

Speculative Grade Liquidity, upgraded to SGL-2 from SGL-3;

The outlook was changed to stable, from positive.

RATINGS RATIONALE

The ratings upgrade reflects improvement in key credit metrics and
Moody's expectations that industry conditions will continue improve
in 2018 on the strength of frac-sand demand and increasing volumes.
Adjusted operating margin improved to 2.7% for the 12 months ended
June 30, 2017 from -10.9% for the year ended 2016. Adjusted EBIT to
interest expense improved to 0.2x from -0.7x and adjusted
debt-to-EBITDA to 7.0x from 16.0x over the same period. Moody's
expects adjusted operating margin to increase above 13%, adjusted
EBIT to interest expense to increase to approximately 1.8x and
adjusted debt-to-EBITDA to decline to approximately 4.0x by year
end 2017. The Probability of Default Rating was upgraded two
notches, on par with the CFR, to reflect the changing priority of
claims in the company's new debt capital structure.

Fairmount's B3 CFR is supported by a strong market position in the
frac-sand industry, high barriers to entry for competitors, a
large, developed logistical network, large base of proven mineral
reserves, strategically located mines and production facilities and
long-standing customer relationships. The company's liquidity
profile is improved by its new $125 million ABL revolver and the
refinancing of its term loan B which extends debt maturities out to
2022 and 2024, respectively. Liquidity is also supported by Moody's
expectations the company will generate free cash flow at a level
that will support growth initiatives.

Fairmount's credit profile is constrained by its modest scale,
acquisitive history, limited product diversification, exposure to
the oil and gas commodity price cycles, and the reliance on the
hydraulic fracturing industry for the majority of its revenue and
operating income. Importantly, the CFR incorporates the volatility
in operating performance associated with the company's key oil and
gas end markets which experienced prolonged and material weakness
in 2015 and 2016. Fairmount's adjusted operating margin was
negative in each quarter during 2016, but turned positive again by
1Q17 as energy markets recovered. Adjusted debt-to-EBITDA also
climbed above 10.0x for multiple quarters during the stressed
period, but has been improving since 3Q16. Pro forma for the
proposed debt refinancing, adjusted debt-to-EBITDA is approximately
6.7x for the LTM ending June 30, 2017. Moody's expects key credit
metrics will continue to improve on the strength of frac-sand
demand, increasing volumes, stable-to-improving prices, and
stabilized end market conditions.

Fairmount's SGL-2 Speculative Grade Liquidity rating reflects
Moody's views that the company will have good liquidity over the
next 12 months. Fairmount's liquidity is supported by $179 million
of cash on hand as of June 30, 2017 and its new $125 million ABL
Revolver due October 2022. The company will draw $50 million on its
ABL Revolver, but Moody's expects the company to have adequate cash
flow to pay down the Revolver in 2018. The ABL Revolver is governed
by a springing fixed charge covenant ratio of 1.1x when excess
availability is less than the greater of (i) 12.5% availability or
(ii) $10 million.

The company's alternate sources of liquidity are limited since
almost all of its assets are encumbered by senior secured credit
facilities. Fairmount has no material debt maturing prior to
October 2022 when its ABL Revolver matures.

Fairmount generated approximately $107 million of adjusted
operating cash flow and $38 million of adjusted free cash flow for
the 12 months ended June 30, 2017. The company used approximately
$69 million for capital expenditures over the same period. Moody's
expects operating and free cash flow to improve through 2018 as
proppant fundamentals continue to improve, and the company to use
cash on hand and operating cash flow to fund the development of its
Kermit facility.

The stable outlook reflects Moody's expectations that adjusted
operating income and key credit metrics will improve from higher
volumes and stable pricing driven by favorable supply/demand
dynamics. The stable outlook also assumes that Fairmount will
maintain ample liquidity as it funds its growth initiatives.

Moody's indicated that the ratings could be upgraded if adjusted
debt-to-book capitalization declined closer to 65%, adjusted
operating margin increased above 20%, and adjusted EBIT to interest
expense was sustained above 2.0x. Additionally, an upgrade would
also require solid liquidity and healthy end market dynamics.

The ratings could be downgraded if the company fails to increase
and maintain EBIT to interest comfortably above 1.0x, adjusted
operating margin deteriorates, and adjusted debt to book
capitalization is sustained above 80%. A ratings downgrade could
also result from a material deterioration in liquidity, any large
debt-funded acquisitions, or any transaction that would weaken the
company's financial flexibility.

The principal methodology used in these ratings was Building
Materials Industry published in January 2017.

Fairmount Santrol, Inc., headquartered in Chesterland, OH, is a
producer of sand-based products organized into two segments:
Proppant Solutions and Industrial & Recreational (I&R) Products.
The Proppants Solutions segment provides sand-based proppants for
use in hydraulic fracturing operations. The I&R segment provides
raw, coated and custom blended sands to the foundry, building
products, glass, turf and landscape, and filtration industries. The
Proppant Solutions segment accounts for approximately 78% of total
revenue. As of August 2017, Fairmount has 10 sand processing
facilities (9 of which are active) with 16.9 million tons of annual
capacity , 9 coating facilities with 2.3 million tons of annual
coating capacity (5 of which are active) and 41 proppant
distribution terminals. Four production facilities and ten in-basin
terminals have unit train capabilities. The company generated
approximately $681 million of revenue during the twelve months
ended June 30, 2017.


FAIRMOUNT SANTROL: S&P Rates New $700MM Sr. Sec. Term Loan B 'B-'
-----------------------------------------------------------------
S&P Global Ratings assigned its 'B-' issue-level rating to
Chesterland, Ohio-based sand producer Fairmount Santrol Inc.'s
proposed $700 million seven-year senior secured term loan B. The
recovery rating on the term loan is '3', indicating S&P's
expectation for meaningful (50%-70%; rounded estimate: 60%)
recovery in the event of a payment default. The company is also
signing a new $125 million five-year asset-based lending (ABL)
revolving facility agreement (unrated).

S&P views the proposed transaction as credit neutral. The company
will use the proceeds of the new term loan, alongside $50 million
drawn down under the ABL facility, toward paying down its existing
term loans.

S&P's 'B-' corporate credit rating is unchanged. The outlook is
stable.

RECOVERY ANALYSIS

Key analytical factors

-- S&P's recovery analysis assumes a capital structure that
includes a $125 million ABL revolving credit facility due 2022 (not
rated), the proposed $700 million senior secured term loan B due
2024, and $10 million Wisconsin Industrial Revenue Bond (not
rated).

-- S&P' recovery analysis assumes that 60% of the company's ABL
facility would be drawn at default.

-- S&P's simulated default scenario contemplates a default
occurring in 2019, in the wake of a protracted deterioration in oil
and gas exploration and drilling activity, leading to material
shrinkage in demand for hydraulic fracturing sand and depressed
prices. Given this scenario, margins would shrink and the company
would have to fund debt service and other obligations with
available cash and, to the extent available, ABL facility
borrowings.

-- S&P estimates a gross recovery value of approximately $555
million, assuming an emergence EBITDA of $111 million and an EBITDA
multiple of 5x, which is in line with other companies in the metals
and mining upstream sector.

-- S&P assigned a recovery rating of '3' to the proposed senior
secured term loan B, reflecting S&P's expectation of meaningful
(50%-70%; rounded estimate: 60%) recovery prospects in the event of
a payment default.

Simulated default and valuation assumptions

-- Simulated year of default: 2019
-- EBITDA at emergence*: $111 mil.
-- Implied enterprise value multiple: 5x
-- Gross enterprise value: $555 mil.

Simplified waterfall

-- Net enterprise value (after 5% administrative costs): $527
mil.
-- Estimated priority claims (ABL facility): $76 mil.
-- Total collateral value available for senior secured claims:
$451 mil.
    --------------------------
-- Estimated senior secured claims: $729 bil.
-- Senior secured debt recovery rating: 50%-70% (rounded estimate:
60%)
-- Senior secured debt rating: 'B-'

* Calculation of EBITDA at emergence: $111 million (assumed
amortization and interest due in default year: $66 million; minimum
capital expenditure assumption: $18 million; cyclicality
adjustment: $13 million; operational adjustment: $14 million).

Note: Estimated claim amounts include about six months' accrued but
unpaid
interest.

Ratings List

  Fairmount Santrol Inc.
   Corporate Credit Rating                     B-/Stable/--

  New Rating
  Fairmount Santrol Inc.
   $700 mil secured term loan B due 2024       B-
    Recovery Rating                            3(60%)


FIVEWEST CHAUFFEUR: Unsecureds to Recoup 50% Under Proposed Plan
----------------------------------------------------------------
Fivewest Chauffeur Corp. filed with the U.S. Bankruptcy Court for
the Northern District of Illinois a disclosure statement in support
of its plan of reorganization, dated Sept. 26, 2017.

Class 2 under the plan consists of the general unsecured claims.
The unsecured non-priority claim of creditors total $242,583.92.
The unsecured non-priority claim will receive a total of 50% of the
claims in the total amount of $121,291.96 without interest. The
Debtor will pay this class $2,021.53 monthly for 60 months.

The Plan will be funded from the Debtor's available cash, which
will be revested in the Reorganized Debtor as of the Effective
Date. The Reorganized Debtor will operate its business and will
use, acquire, or dispose of property without supervision or
approval by the Bankruptcy Court. The Reorganized Debtor will be
free to obtain working capital financing for payment of operating
expenses and for other working capital needs as they arise. The
Reorganized Debtor will have no restrictions on its ability to
obtain working capital financing or other indebtedness on such
terms and conditions as may be acceptable to the Reorganized
Debtor.

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

     http://bankrupt.com/misc/ilnb16-36557-34.pdf

               About Fivewest Chauffeur Corp.

Fivewest Chauffeur Corp.  sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. N.D. Ill. Case No. 16-36557) on November
16, 2016.  The petition was signed by Ryan Williams, chief
financial officer.

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


FLO'S LLC: U.S. Trustee Unable to Appoint Committee
---------------------------------------------------
The Office of the U.S. Trustee on Oct. 9 disclosed in a court
filing that no official committee of unsecured creditors has been
appointed in the Chapter 11 case of Flo's LLC.

                         About Flo's LLC

Flo's LLC, Flo's Second LLC and Flo's Restaurants Inc. sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Ariz.
Lead Case No. 17-09181) on Aug. 8, 2017.  Dustin W. Wallace,
manager, signed the petitions.  

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

Allen Barnes & Jones, PLC, represents the Debtor as bankruptcy
counsel.


GIGA-TRONICS INC: Gets $4.9M Order for RADAR Filter Products
------------------------------------------------------------
Giga-tronics Incorporated has received an additional $4.9 million
order extending ongoing production of its "high performance" RADAR
filters for a major aerospace company.  The Company expects to
commence initial shipments of the new order during the fourth
quarter of fiscal 2018 and complete the bulk of the new order
shipments over the succeeding 9 to 12 month period.

Suresh Nair, the Company's Co-CEO stated, "We are pleased to
continue to supply and service our customer needs in the high
performance RADAR filter marketplace as they continue to upgrade
their aircraft.  As the sole source supplier of certain components
within the high performance RADAR arena, we expect to continue our
recent progress, addressing a market exceeding $30 million over the
next few years."

The Company is also providing guidance on the second quarter of
fiscal 2018, which ended on Sept. 30, 2017.  Net sales for the
second quarter are expected to be in the range of $2.0 million to
$2.2 million, compared to the $2.0 million reported in the first
quarter of fiscal 2018 and $4.4 million reported in the second
quarter of fiscal 2017.  The foregoing guidance is based on
management's current review of operations for the second quarter of
FY 2018, and remain subject to change based on actual results, and
subject to review by the Company's independent accountants.

Suresh Nair, the Company's Co-CEO stated, "We continued to
experience delays in receiving certain expected orders for our
Real-Time Threat Emulation Systems during the second quarter and
the first half of fiscal 2018 which we believe are due in part to
the complexity of closing high value capital equipment orders.  As
a result, we expect revenue for the second quarter to be flat
relative to Q1 of the current fiscal year and considerably lower as
compared to the same quarter in fiscal 2017.  These anticipated
orders are now expected to be received during the third and fourth
quarters of fiscal 2018.  In spite of these delays, we are pleased
with the receipt of the $4.9M order for RADAR filters and are
gratified that our customer continues to trust and select us to
provide their RADAR filters."

Giga-tronics will issue a more complete second quarter of fiscal
2018 earnings release and host a conference call the week of
Nov. 5, 2017.

                      About Giga-tronics

Headquartered in Dublin, California, Giga-tronics Incorporated
(NASDAG:GIGA) produces electronic warfare instruments used in the
defense industry and YIG RADAR filters used in fighter jet
aircraft.  It designs, manufactures and markets the new Advanced
Signal Generator (ASG) for the electronic warfare market, and
switching systems that are used in automatic testing systems
primarily in aerospace, defense and telecommunications.

Giga-tronics reported a net loss of $1.54 million on $16.26 million
of net sales for the year ended March 25, 2017, compared to a net
loss of $4.10 million on $14.59 million of net sales for the year
ended March 26, 2016.  As of June 24, 2017, Giga-tronics had $9.06
million in total assets, $8.39 million in total liabilities and
$668,000 in total shareholders' equity.

The Company incurred net losses of $1.3 million and $102,000 in the
first quarter of fiscal 2018 and fiscal 2017, respectively.  These
losses have contributed to an accumulated deficit of $26.8 million
as of June 24, 2017.  The Company used cash flow in operations
totaling $1.1 million and $589,000 in the first quarter of fiscal
2018 and 2017, respectively.

The Company has experienced delays in the development of features,
receipt of orders, and shipments for the new Advanced Signal
Generator.  These delays have contributed, in part to a decrease in
working capital.  The new ASG product has shipped to several
customers, but potential delays in the development of features,
longer than anticipated sales cycles, or uncertainty as to the
Company's ability to efficiently manufacture the ASG, could
significantly contribute to additional future losses and decreases
in working capital.

To help fund operations, the Company relies on advances under the
line of credit with Bridge Bank which expires on May 6, 2019.  The
agreement includes a subjective acceleration clause, which allows
for amounts due under the facility to become immediately due in the
event of a material adverse change in the Company's business
condition (financial or otherwise), operations, properties or
prospects, or ability to repay the credit based on the lender's
judgement.  As of June 24, 2017, the line of credit had a balance
of $582,000.

The Company said these matters raise substantial doubt as to its
ability to continue as a going concern.


GLOBAL UNIVERSAL: $20.5M Private Sale of Property Approved
----------------------------------------------------------
Judge Nancy Hershey Lord of the U.S. Bankruptcy Court for the
Eastern District of New York authorized Global Universal Group,
Ltd.'s private sale of its commercial property located at 34-20
Linden Place, Flushing, New York, also known as 33-37 Farrington
Street, Flushing, New York, and known on the Queens County Tax Map
as Block 4950, Lot 18, to Linden Center, LLC for $20,500,000.

The sale is free and clear of all liens, claims and encumbrances,
with such liens, claims and encumbrances to attach to the sale
proceeds.

Pursuant to the confirmed Plan and 11 U.S.C. Section 365(d)(1) and
(4)(A) and as part of the sale, the Debtor is authorized to assume
and assign the following commercial leases to the Purchaser and
will deliver reasonably required letters/representations from
Tenants as to there being no cure amounts or claims of the Tenants
against Landlord under the Leases as of the Closing Date: (i) lease
by and between Debtor and Bao Kang Adult Day Care Center, Inc.
dated Oct. 16, 2014 for a 10-year term; and (ii) lease by and
between the Debtor and ZhiQing Social Day Care Inc. / XuanDi
(Wendy) Huang dated April 2017 for a term of 10 years.

The sale and transfer of the Property to the Purchaser pursuant to
the confirmed Plan and the Agreement, and its assumption and
assignment of the Leases, will be exempt from any applicable stamp
tax pursuant to 11 U.S.C. Section 1146(a).

The Debtor is authorized and directed to pay at the closing from
the proceeds of sale of the Property any and all taxes, tax liens,
operational expenses including but not limited to government
charges, water, sewer and electric charges incurred through the
date of closing at the closing without further order of the Court.

The proceeds arising from the sale of the Property to the Purchaser
and received by the Debtor under the Agreement will be disbursed at
closing to all allowed claims pursuant to the confirmed Plan, as
set forth and pursuant to any further Order of a court of competent
jurisdiction and the Debtor may pay any necessary standard costs of
closing therefrom, and the balance of the sale proceeds will be
deposited into the Debtor's account to be distributed in accordance
with its Plan, as set forth or until further Order of the Court.

Notwithstanding the foregoing, provided that the Debtor: (a)
satisfies all Allowed Claims, including Administration Claims of
Court retained professionals on account of fees and expenses
approved by the Court ("Allowed Professional Fees"), and (b)
reserves no more than: (i) $3,000,000 ("Farrington Disputed Claim
Reserve"), on account of the Debtor's claims and objection(s) to
claim against Farrington, et al., as set forth in the Adversary
Complaint it filed, as may be amended or modified, in the Adversary
Proceeding entitled Global Universal Group, Ltd. v. Farrington, et
al., Adv. Pro. No. 17-01096-nh; plus (ii) interest equal to one
year of interest on the principal in the Farrington Disputed Claim
Reserve at the rate of 18% per annum of the Disputed Claims Reserve
("Initial Interest Reserve"), the Debtor may use the remainder of
the sale proceeds to exercise its rights under the Agreement to
purchase a 20% interest in Linden Center at closing or for any
other lawful use consistent with the Plan and the Order confirming
the Plan.

Notwithstanding the foregoing, in the event aggregate legal fees
sought by Farrington in its claim as of the date of entry of the
Confirmation Order are greater than $400,000, then the Debtor will
be entitled to add any amount over $400,000 in legal fees sought by
Farrington to the Farrington Disputed Claim Reserve.  The
Farrington Disputed Claim Reserve is without prejudice to the
rights, claims and defenses of the parties in the Farrington
Adversary Proceeding.

If the Farrington Adversary Proceeding is not dismissed, settled or
adjudicated within one year of the establishment of the Farrington
Disputed Claim Reserve, the Debtor will cause to be deposited in
the Farrington Disputed Claim Reserve, within five business days of
the one year anniversary of the Farrington Disputed Claim Reserve
("Additional Reserve Interest Due Date") an additional one year of
interest, calculated at the per annum rate of 18% ("Additional
Reserve Interest"), on account of all principal amounts remaining
in the Farrington Disputed Claim Reserve (i.e., excluding interest
on the Initial Interest Reserve).

If the Debtor fails to deposit all or any portion of the Additional
Reserve Interest on or before the Additional Reserve Interest Due
Date, then the Debtor will release to Farrington, within 10
business days of the Additional Reserve Interest Due Date, that
portion of the principal in the Farrington Disputed Claim Reserve
as to which the Additional Reserve Interest applies.  For the
avoidance of doubt, the Initial Reserve Interest will remain in the
Farrington Disputed Claim Reserve pending the final outcome on the
merits of the Farrington Adversary Proceeding.

On the Effective Date, the Debtor will pay Farrington that portion
of Farrington's Class 1 secured claim, as of the Effective Date,
minus the Farrington Disputed Claim Reserve.  The payment of a
portion of the Farrington Class I secured claim is without
prejudice to the Debtor's claims in the Adversary Proceeding
including the objection(s) to the Farrington Class I secured
claim.

Provided that the Farrington Claim is treated as set forth, then
Farrington will deliver the satisfaction of its lien(s) at closing
with the unsatisfied portion of said liens/claims to attach to the
proceeds of the Farrington Disputed Claim Reserve.

Funds from the Disputed Claims Reserve will be released to either
the Debtor or Farrington absent a subsequent Court Order to the
contrary, within 25 days from the earlier of: (a) the entry of an
Order of dismissal by the Bankruptcy Court of the Adversary
Proceeding as to Farrington; (b) the settlement of the Adversary
Proceeding; or (c) the adjudication of all causes of action in the
Adversary Proceeding as to Farrington.  Depending on the result
achieved as set forth, a Farrington Disputed Claim Reserve
Withdrawal may constitute a complete or partial withdrawal.

If Purchaser does not consummate the sale of the Property on 45
days from the entry of the Confirmation Order, then the Debtor will
distribute a portion of the funds in its possession, including, but
not limited to, the down payment remitted by the Purchaser to the
Debtor under the Original Contract of Sale, as follows: (a) first,
payment in full of the real estate tax claims in Class 2 and Class
3 Claims under the Plan; (b) second, the next $500,000 on account
of the Class 1 Claim under the Plan to be applied to the principal
amount of the Farrington Claim without prejudice to the Debtor's
rights hereunder and under the Plan and Confirmation Order and
subject to its claims and objection(s) to claim against Farrington,
et al. in the Farrington Adversary Proceeding; and (c) up to the
next $200,000 on account of the Allowed Professional Fees, subject
to Court approval of said professional fees.

In the event the sale to Linden Center does not take place within
45 days of entry of the Confirmation Order, the Debtor agrees that
it will file a motion seeking to sell the Property, at an auction
to be held on Dec. 20, 2017.  This provision will not prevent the
Debtor, at its option, from closing with the Purchaser or seeking
approval of another means of funding the Plan (i.e., refinance) at
any time between the Auction Motion Due Date and the Auction Date.

For the avoidance of doubt, and notwithstanding any other provision
in the Order, all amounts required to satisfy the senior liens held
by the City of New York and the tax lien trusts pursuant to NYC
Admin. Code Section 11-301, with statutory interest thereon, will
be paid at closing from the proceeds of sale ahead of any other
lien, claim or encumbrance and prior to the entry into any mortgage
by the Purchaser or the exercise by the Debtor of its rights to
acquire an interest in the Purchaser, as set forth.

Any stay required by Bankruptcy Rules 6004(h) or 6006(d) are
waived, for cause, and the Order is effective immediately upon its
entry.

The delivery of a deed by the Debtor to the Purchaser and the
issuance of any mortgage in connection therewith, are instruments
of transfer made in furtherance of and is contemplated by the
Debtor's confirmed Plan, and thereby will be exempt from Stamp
Taxes, and the recording officers are directed to accept and record
the deed and mortgage without payment of such Stamp Taxes.

                 About Global Universal Group

Global Universal Group Ltd. is a corporation organized under the
laws of the State of New York whose shareholders are David Wong and
James Wong.  Its primary asset is a fee simple interest in that
certain multi-space commercial real property located at 34 - 20
Linden Place, Flushing, New York 11354.

Global Universal Group sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. E.D.N.Y. Case No. 17-40473) on Feb. 2,
2017.  David Wong, the president, signed the petition.  At the time
of the filing, the Debtor estimated its assets and debt at $10
million to $50 million.  The case is assigned to Judge Nancy
Hershey Lord.  Spence Law Office, P.C., is counsel to the Debtor.
No official committee of unsecured creditors has been appointed in
the Debtor's case.


HATCH ENTERPRISE: To Pay Unsecured Creditors 10% in Five Years
--------------------------------------------------------------
Hatch Enterprise, Inc., filed with the U.S. Bankruptcy Court for
the Eastern District of Michigan a combined disclosure statement
and plan of reorganization.

Under the proposed plan, Class X unsecured creditors will consist
of Allowed Nonpriority Unsecured Claims. The Debtor will pay
Nonpriority Unsecured Claims 10% of the amount of their Allowed
Claims and will make equal quarterly payments to such holders of
Allowed Nonpriority Unsecured Claims for a period of five years.

Funds for payments under the Plan will be generated from future
income of the Debtor; funds on hand post confirmation as of the
Confirmation and Effective Dates; funds loaned to the Debtor by
family members; sale of assets and to the extent that funds are
available and that it is necessary to do so, funds from outside
sources.

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

        http://bankrupt.com/misc/mieb17-30834-63.pdf

                   About Hatch Enterprise Inc.

Flint, Michigan-based Hatch Enterprise, Inc. operates as an asphalt
and concrete repair contractor, which in the previous years,
averages about $2 million in gross revenue.  It also contracts for
General Motors for plant maintenance.

Hatch Enterprise filed a Chapter 11 petition (Bankr. E.D. Mich.
Case No. 17-30834), on March 31, 2017.  The Debtor is represented
by Scott M. Kwiatkowski, Esq. at Goldstein, Bershad & Fried, P.C.


INCA REFINING: May Exclusively File Plan Until Jan. 2018
--------------------------------------------------------
The Hon. Jerry A. Brown of the U.S. Bankruptcy Court for the
Eastern District of Louisiana has extended, at the behest of INCA
Refining, LLC, and the West Bank Land Company, LLC, the period
within which the Debtors have the exclusive right to file a plan of
reorganization through Jan. 2, 2018.

No other deadline, including those set forth in 11 U.S.C. Section
362(d)(3), will be impacted, the court order says.

As reported by the Troubled Company Reporter on Sept. 21, 2017, the
Debtors request the Court to extend for 90 days the exclusive
period within which to file a Chapter 11 plan through Jan. 2, and a
corresponding extension of the period during which the Debtors
would maintain the exclusive right to solicit votes on a plan.  The
Debtors sought the extension to provide an opportunity for more
expeditious resolution and payment of claims through confirmation
of a consensual plan containing several inter-related compromises.

A copy of the court order is available at:

           http://bankrupt.com/misc/laeb17-11182-98.pdf

                      About INCA Refining

An involuntary Chapter 11 petition was filed against INCA Refining,
LLC, and West Bank Land Company LLC (Bankr. E.D. La. Case No.
17-11182 and 17-11183) on May 9, 2017.  The petitioning creditors
were White Oak Strategic Master Fund, L.P., and related entities.

Pursuant to orders for relief, the Debtors are and have been
debtors-in-possession with control over administration of their
estates pursuant to 11 U.S.C. Sec. 1107.

The case is assigned to Judge Jerry A. Brown.

The White Oak Entities own the majority of the membership interests
in each of the Debtors, control the majority of managers of the
Board, and have creditor claims against each of the Debtors in
excess of $102 million secured by a third mortgage on the real
estate in St. James Parish, Louisiana.  The White Oak Entities
sought appointment of a Chapter 11 trustee in each case.  Following
an Aug. 2, 2017, hearing, the Court entered an Order dated Aug.
denying the Appointment request.


INNOVATIVE CHEMICAL: S&P Assigns 'B-' CCR on Refinancing
--------------------------------------------------------
S&P Global Ratings said that it assigned its 'B-' corporate credit
rating to Andover, Mass.-based Innovative Chemical Products Group.
The rating outlook is stable.

Innovative Chemical Products Group (ICP Group), a formulator of
specialty coatings, adhesives, and sealants, is refinancing its
capital structure.

S&P said, "At the same time, we assigned our 'B' issue-level rating
(one notch above the corporate credit rating) to the company's
proposed first-lien credit facilities, consisting of a $40 million
revolver, and $250 million of total first-lien term loan, which
includes a $45 million delayed draw tranche. The recovery rating on
the first-lien facilities is '2', indicating our expectation of
substantial (70%-90%; rounded estimate: 75%) recovery in the event
of a payment default.

"We also assigned our 'CCC' issue-level rating (two notches below
the corporate credit rating) to the company's proposed second-lien
debt, consisting of $105 million of total second-lien term loan,
which includes a $20 million delayed-draw tranche. The '6' recovery
rating on the second-lien debt indicates our expectation of
negligible (0%-10%; rounded estimate: 0%) recovery in the event of
a payment default."

All ratings are based on preliminary terms and conditions. The
co-borrowers of the first- and second-lien debt are ICP Industrial
Inc., ICP Construction Inc., and ICP Adhesives and Sealants Inc.

S&P said, "The stable outlook on ICP Group reflects our expectation
that growth in niche market applications and gradual margin
improvement due to lower acquisition and restructuring expenses
will support the company's ability to modestly improve credit
measures at the current rating. We expect a modestly favorable
economic environment with U.S. GDP growth of 2.1% in 2017 and 2.3%
in 2018, will support volume growth in the company's end markets.
We expect organic revenue growth to be complemented by acquisitions
funded by delayed-draw term loan capacity. At the current rating,
we expect weighted-average adjusted debt to EBITDA of 6x-7x on a
sustainable basis. Our base case scenario does not factor in any
transformational acquisitions or dividends.

"We could lower the ratings within the next 12 months if operating
performance deteriorates significantly as a result of weakening in
the construction market, or with unexpected challenges related to
the integration of recent acquisitions. These scenarios could lead
to weaker profitability than our base-case forecast, as well as
deteriorating credit measures. We could lower the rating if EBITDA
margins are 300 bps below our base-case forecast, resulting in debt
to EBITDA exceeding 7.5x on a sustained basis. We could also lower
the rating in the event of large debt-funded acquisitions, or if
unexpected cash outlays or business challenges reduce the company's
liquidity position such that free cash flow turned negative and
liquidity sources are less than 1.2x liquidity uses.

"We could raise ratings within the next 12 months if the company
delivers stronger-than-expected profitability due to margin
expansion and favorable end-market developments. This could occur
if construction market growth accelerated faster than we project,
leading to increased volumes and higher margins. We could consider
a higher rating if EBITDA margins expanded by 200 bps more than our
projections, combined with higher-than-expected revenues. If this
were to occur, we believe weighted-average adjusted debt to EBITDA
would improve to 6x or lower on a sustained basis. For a higher
rating, we would need to expect that the company's financial
policies to be supportive of maintaining credit metrics at these
levels."


IRONCLAD PERFORMANCE: Proposes Oct. 30 Auction of All Assets
------------------------------------------------------------
Ironclad Performance Wear Corp.-California, and Ironclad
Performance Wear Corp.-Nevada, ask the U.S. Bankruptcy Court for
the Central District of California to authorize the sale of
substantially all assets to Radians Wareham Holding, Inc. for $20
million or $15 million, depending upon the occurrence of an event
that is set forth in a letter agreement that is the subject of a
motion to seal, subject to overbid.

A hearing on the Motion is set for Oct. 30, 2017 at 10:00 a.m.

The Debtors and the Purchaser entered into Asset Purchase Agreement
for the sale and purchase of the Assets.  Under the APA, the
Purchaser has agreed to purchase the vast majority of the Debtors'
assets for the cash purchase price of $20 million or $15 million.


It is possible that the event that would dictate whether the
Purchaser's opening bid at the Auction is $15 million or $20
million will not have been determined by the time of the Auction.
The sale would be free and clear of all Encumbrances with all liens
existing against the Purchased Assets at the time of the Closing to
attach to the net sale proceeds.

The Debtors are also seeking the Court's approval of their
assumption and assignment to the Purchaser (or the successful
overbidder) of those unexpired leases and executory contracts that
the Purchaser (or the successful overbidder) wishes to assume.  The
Purchaser has not yet identified for the Debtors which of their
executory contracts and unexpired leases that it desires to have
assigned to it if it is the winning bidder at the Auction (or if
there is no Auction).  The Purchaser is required to make that
designation by one day prior to the sale closing.  If someone other
than the Purchaser is the successful bidder at the Auction, the
Debtors will not know which of their executory contracts and
unexpired leases the winning bidder will desire to have assigned to
it until the winning bidder at the Auction makes that determination
which the winning bidder will also be required to make by one day
prior to the Closing.

As a result, the Debtors are asking the Court's authority to assume
and assign to the Purchaser (or to a successful overbidder) all of
their executory contracts and unexpired leases that the Purchaser
(or a successful overbidder) wants to have assigned to it and to
fix the required Cure Amounts that would need to be paid to the
other parties to the executory contracts and unexpired leases.

The prospective overbidders are not required to have their overbid
be subject to the same occurrence of event set forth in the letter
agreement as the Purchaser.  The prospective overbidders are
welcome and encouraged not to make their bid subject to that
occurrence of event.  If the event that would dictate whether the
Purchaser's opening bid at the Auction is $15 million or $20
million has not been determined by the time of the Auction, then
unless the Purchaser waives that contingency, the opening bid at
the Auction by the Purchaser will be $15 million and the minimum
initial overbid will need to be at least $15,750,000.

In order to insure that the highest price possible is paid for the
Purchased Assets, the Debtors' proposed sale to the Purchaser is
subject to overbid at the Auction to be held on Oct. 30, 2017.  The
Debtors have retained the highly regarded investment bank of
Craig-Hallum Capital Group LLC ("C-H") to market the Purchased
Assets for overbid and to work with the Debtors to conduct the
Auction in the event of one or more qualified overbidders.  C-H has
continued to market the Debtors' business/assets for overbid
post-petition and will continue to do so through the Auction.

At a continued hearing held on Sept. 25, 2017, the Court granted
the Debtors' emergency motion to approve their proposed bidding
procedures by order entered on Sept. 28, 2017.  The Bidding
Procedures Order was approved by the Debtors, the Purchaser, and
the Official Committee of Unsecured Creditors and Official
Committee of Equity Holders that were appointed in these cases.

The location of the Auction will be determined after the number of
qualified overbidders becomes known.  The Debtors intend to ask the
Court's approval of the sale of the Purchased Assets to the
Purchaser or a successful overbidder immediately following the
completion of the Auction.  If there are no qualified overbidders,
the Debtors will proceed to request the Court to approve the
Debtors' sale of the Purchased Assets and the Debtors' assumption
and assignment of the Designated Contracts to the Purchaser at the
hearing to be held on Oct. 30, 2017.

If Purchaser is the winning bidder at the Auction (or if there are
no qualified overbidders), the Purchaser is required to close its
purchase of the Purchased Assets within five days following the
date upon which all of the conditions set forth in Article IX and
Article X of the APA have been satisfied, including entry of the
sale order by the Court.  If a qualified overbidder is the winning
bidder at the Auction, the winning bidder is required to close its
purchase of the Purchased Assets within 14 days following the entry
of the sale order by the Court.

Given their lack of liquidity and inability to access a sufficient
amount of new funding to pay off the Purchaser (who is also the
Debtors' current senior secured creditor having acquired their bank
debt before the bankruptcy filings and provided post-petition, the
Debtors have concluded that consummating a sale of the Purchased
Assets for the most money possible is in the best interests of the
their creditors (who are expected to be paid in full) and their
shareholders.  Accordingly, the Debtors ask the Court to approve
the relief sought.

The Debtors further ask the Court to waive the 14-day stay periods
set forth in Bankruptcy Rules 6004(h) and 6006(d).

Proposed Counsel for the Debtors:

          Ron Bender, Esq.
          Monica Y. Kim, Esq.
          Krikor J. Meshefejian, Esq.
          LEVENE, NEALE, BENDER,
          YOO & BRILL L.L.P.
          10250 Constellation Blvd., Suite 1700
          Los Angeles, CA 90067
          Telephone: (310) 229-1234
          Facsimile: (310) 229-1244
          E-mail: rb@lnbyb.com
                  myk@lnbyb.com
                  jm@lnbyb.com

               About Ironclad Performance Wear

Ironclad Performance Wear Corporation designs and manufactures
branded performance work wear for a variety of construction,
do-it-yourself, industrial, sporting goods and general services
markets.  Since inception, the company has leveraged its
proprietary technologies to design task-specific technical gloves
and performance apparel designed to improve the wearer's ability to
perform specific job functions.

Ironclad's gloves are available through industrial suppliers,
hardware stores, home centers, lumber yards, and sporting goods
retailers nationwide; and through authorized distributors in North
America, Europe, Australia, Middle East, Asia and South America.

Ironclad Performance Wear Corp, a California corporation and
Ironclad Performance Wear Corp, a Nevada corporation sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D.
Cal. Case Nos. 17-12408 and 17-12409) on Sept. 8, 2017.  Geoffrey
L. Greulich, chief executive officer, signed the petitions.  The
cases are jointly administered and are assigned to Judge Martin R.
Barash.

Ironclad California estimated assets of $10 million to $50 million
and liabilities of $1 million to $10 million.  In its schedules,
Ironclad Nevada disclosed $16.6 million in assets and $8.05 million
in debt.

Levene, Neale, Bender, Yoo & Brill L.L.P serves as counsel to the
Debtor.  Craig-Hallum Capital Group LLC, is the Debtor's financial
advisor.

On Sept. 22, 2017, the U.S. Trustee appointed three creditors to
serve in the official committee of unsecured creditors in the
Debtors' cases.


JAYCI INC: Taps Scarborough & Fulton as Legal Counsel
-----------------------------------------------------
Jayci Inc. seeks approval from the U.S. Bankruptcy Court for the
Eastern District of Tennessee to hire legal counsel in connection
with its Chapter 11 case.

The Debtor proposes to employ Scarborough & Fulton to, among other
things, give legal advice regarding its duties under the Bankruptcy
Code; negotiate with creditors; and assist in the preparation of a
plan of reorganization.

David Fulton, Esq., the attorney who will be handling the case,
will charge an hourly fee of $375.  Legal assistants will charge
$125 per hour.

The firm received professional fees in the amount of $10,000 on
Oct. 3 for pre-bankruptcy services it provided related to the
Debtor's case.

S&F does not hold any interest adverse to the Debtor or its estate,
according to court filings.

The firm can be reached through:

     David J. Fulton, Esq.
     Scarborough & Fulton
     620 Lindsay St., Suite 240
     Chattanooga, TN 37403
     Phone: 423-648-1880
     Fax: 423-648-1881
     Email: djf@sfglegal.com

                        About Jayci Inc.

Jayci Inc. sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. E.D. Tenn. Case No. 17-14511) on October 3, 2017.
Judge Shelley D. Rucker presides over the case.

At the time of the filing, the Debtor disclosed that it had
estimated assets of less than $100,000 and liabilities of less than
$500,000.


JIM KER: Arizona Property Up for Auction Oct. 20
------------------------------------------------
The real property of Jim Ker Blvd 70, LLC, an Arizona limited
liability company, will be sold at public auction to the highest
bidder at the main entrance to the County Courthouse, 2150 North
Congress Drive, Nogales, Arizona, 85621 on Oct. 20, 2017, at 11:30
a.m.

David E. Shein, Esq., at Chester & Shein, P.C., the trustee charged
of selling the asset, will also sell Jim Ker's personal property
and fixtures during the auction.

The sale will be made for cashier's check or other form of payment
satisfactory to the Trustee (payable at the time of sale or as
allowed by the Trustee under Arizona law), but without covenant or
warranty, express or implied, regarding title, condition,
possession or encumbrances, to pay the obligations secured by the
Deed of Trust. The

Proceeds of the sale will be used to pay debt in the original
principal balance of $1,235,000 owed to the current beneficiary:

     KDB Holdings, LLC
     2221 West Baseline Road
     Tempe, Arizona 85283

Jim Ker may be reached at:

     Jim Ker
     26560 South McQueen Road
     Chandler, AZ 85249

The Trustee may be reached at:

     David E. Shein, Esq.
     Chester & Shein, P.C.
     6720 North Scottsdale Road, Suite 261
     Scottsdale, AZ 85253
     Tel: (480) 922-3933


JOHN GORMAN: Trustee Selling Austin Property to Joneses for $270K
-----------------------------------------------------------------
Richard Schmidt, Chapter 11 Trustee for John J. Gorman IV, asks the
U.S. Bankruptcy Court for the Western District of Texas to authorze
his sale of the single-family residence located at 3316 Marin
Court, Austin, Texas to Trennis and Grova Jones for $270,000.

The Debtor's Amended Schedules reflect a fee simple interest in the
Property.  The Property is encumbered by the following liens: (i)
First Lien - U.S. Bank Trust N.A., as Trustee of Bungalow Series F
Trust - alleged to be $108,614; (ii) Second Lien - Judgment Lien in
favor of Centennial Bank ??? alleged amount $1,502,472; and (iii)
Ad Valorem Taxes - Estimated Amount $5,783.

The Trustee retained JB Goodwin Realtors to market the property
with instructions to sell the Property in its present condition
within a 120-day time frame.  The Property has been vacant for some
time and requires significant cosmetic repairs.

Immediately after placing the Property on the market, the Broker
received two offers to purchase the Property.  The Trustee has
selected the Residential Earnest Money Contract to sell the
Property to the Buyers for $270,000.  The proposed sale is all
cash, "as is" and subject to a 10-day option period.  Pursuant to
the Contract, the Debtor's Estate will sell the Property free and
clear of all liens, claims, interests, and encumbrances.  The
earnest money deposit of $2,700 was deposited with Kierstin McBride
at First American Title.  The Closing of the sale will be on Oct.
26 2017.  The proposed purchase price will pay the first lien and
the ad valorem taxes in full.

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

        http://bankrupt.com/misc/John_Gorman_209_Sales.pdf

The Trustee has negotiated an agreement with Centennial Bank for an
agreed surcharge payable to the Debtor's estate in an amount equal
to 10% of the net proceeds after payment of the first lien, the
taxes and the ordinary, necessary and reasonable costs of sale.

Upon closing, the Purchase Price from the sale will be distributed
as follows: (i) payment of the allowed amount of the first lien;
(ii) payment of allowed ad valorem taxes; (iii) payment of the
ordinary, reasonable and necessary costs of closing; (iv) payment
of 10% of the net proceeds remaining after payment of the sums due
to the Trustee; and (v) the remaining balance of the Purchase Price
to Centennial Bank.

The Trustee believes the Sale is the best way to maximize the value
of the Debtor's estate for the benefit of his creditors and other
parties in interest.  The Debtor's estate lacks equity in the
Property.  The proposed transaction provides for the satisfaction
of the claims of US Bank, reduces the judgment lien held by
Centennial Bank by approximately $120,000 and produces a return of
approximately $13,000 to the Debtor's estate.  If the proposed
transaction does not close, US Bank (which has filed a motion for
relief from stay) would likely foreclose upon the Property and
there would be no reduction of the Centennial judgment and no
realization of any recovery to the estate.

The Purchasers:

          Trennis Lamont and Grova Fregia Jones
          Telephone: (512) 663-1794
          E-mail: trennjo@gmail.com

The Broker:

          JB GOODWIN REALTORS
          Attn: Dylan Everett
          Mark Murrell
          1613 S. Capital of Texas Why
          Suite 100
          Austin, TX 78746
          Telephone: (512) 680-7523
          E-mail: dylan-everett@jbgoodwin.com

                    About John J. Gorman IV

John J. Gorman IV filed a Chapter 11 petition (Bankr. W.D. Tex.
Case No. 16-10740) on June 27, 2016, and is represented by Kell C.
Mercer, Esq.

On Oct. 21, 2016, the Court appointed Richard Schmidt as the
Chapter 11 Trustee.

The Chapter 11 Trustee retained the Law Offices of Ray Battaglia,
PLLC, in San Antonio, Texas, as counsel.


KENNETH MANIS: Sale of Baxter Property for $15K Approved
--------------------------------------------------------
Judge Charles M. Walker of the U.S. Bankruptcy Court for the Middle
District of Tennessee authorized Kenneth D. and Jenifer N. Manis to
sell their real property located at 110 Rachelle Place, Baxter,
Tennessee, for $14,600.

From the sale proceeds, the Debtor will pay the costs of the
closing attorney, an owner's title insurance policy, the deed tax
and all outstanding property taxes, the total of which is estimated
to be approximately $650.

Said sale is free and clear of the interests of any lien holder;
however, said lien will attach to the proceeds of the sale and will
be distributed pursuant to the priority of lienholders.

The lienholder, Putnam 1st Mercantile Bank has agreed to release
its lien for the stated sale price, as long as all proceeds are
applied to the loan.

               About Kenneth and Jennifer Manis

Kenneth D. Manis and Jennifer N. Manis sought Chapter 11 protection
(Bankr. M.D. Tenn. Case No. 17-00788) on Feb. 6, 2017.  The Debtors
tapped Steven L. Lefkovitz, Esq., at the Law Offices Lefkovitz &
Lekovitz, as counsel.


KNIGHT ENERGY: Committee Seeks Rejection of Disclosure Statement
----------------------------------------------------------------
The Unsecured Creditors Committee of Knight Energy Holdings, LLC,
and its affiliated debtors filed an objection to the approval of
the Debtor's disclosure statement for their joint Chapter 11 plan
of reorganization, dated August 25, 2017.

The Committee complains that the Disclosure Statement lacks
adequate information to allow the unsecured creditors to make an
informed judgment about the Plan in that it provides little to no
information regarding the values of the Debtors??? assets or the
sweeping releases granted to a myriad of parties. Based upon the
information that the Committee has thus far discovered, the
Disclosure Statement inadequately describes a Plan that is
unconfirmable.

The committee also contends that the disclosures related to
insiders are wholly inadequate. A disclosure statement should
include "the actual or projected realizable value from recovery of
preferential or otherwise avoidable transfers."

The Disclosure Statement also fails to describe the ownership
structure of the non-Debtor affiliates identified by the Debtors,
nor is there any discussion of transfers made to these entities in
the two years immediately preceding the Petition Date. The
Disclosure Statement fails to describe the relationship between
Knight Resources and the Debtors, nor is there any disclosure of
the source of funds used to acquire the Challenger and Tri-State
interests identified by the Debtors.

Further, although the Disclosure Statement does address the amounts
owed to various Secured Creditors, it provides no analysis as to
the amount of their Secured Claims because the Disclosure Statement
makes no attempt to assign any value to any underlying collateral.

In addition, the Plan is fatally flawed and cannot be confirmed
because it was not proposed in good faith and constitutes a breach
of the Debtor and the Consenting Holders??? fiduciary duties to the
Estates.

For the foregoing reasons, the Committee objects to the approval of
the Disclosure Statement, requests that any disclosure statement
and plan proposed by the Debtors and/or confirmed by the Bankruptcy
Court include provisions supplementing, clarifying and/or modifying
such pleadings consistent with this Objection, and further requests
that the Court grant such other and further relief as may be just
and proper.

The Troubled Company Reporter previously reported that Plan
provides a framework to substantially reduce the Debtors'
prepetition funded debt obligations and the Debtors' interest
burden.

One of the plan's material terms states that each holder of an
Allowed General Unsecured Claim will receive their pro rata share
from the $1,000,000 General Unsecured Claims Fund; provided,
however that if the Holders of the General Unsecured Claims vote as
a class to confirm the Plan, then the Holders of the Senior Credit
Facility Deficiency Claim will forego their right to receive any
recovery from the General Unsecured Claims Fund on account of their
Senior Credit Facility Deficiency Claim, and the Senior Credit
Facility Deficiency Claim will be excluded from the calculation of
the pro rata recoveries of the other holders of General Unsecured
Claims from the General Unsecured Claims Fund. For the avoidance of
doubt, the Senior Credit Facility Deficiency Claim will be
classified as a General Unsecured Claim and the Holders thereof
will be permitted to vote such Claims to accept or reject the
Plan.

Estimated recovery for the general unsecured claimants is up to
10%.

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

     http://bankrupt.com/misc/lawb17-51014-163.pdf

Attorneys for the Official Unsecured Creditors Committee:

     Jan M. Hayden
     Louisiana Bar No. 6672
     Edward H. Arnold III
     Louisiana Bar No. 18767
     Lacey Rochester
     Louisiana Bar No. 34733
     201 St. Charles Avenue, Suite 3600
     New Orleans, Louisiana 70170
     Telephone: (504) 566-5200
     Facsimile: (504) 636-4000
     jhayden@bakerdonelson.com
     harnold@bakerdonelson.com
     lrochester@bakerdonelson.com

             -and-

     Susan C. Mathews (pro hac vice application to be filed)
     Texas Bar No. 050650
     Daniel J. Ferretti (pro hac vice application to be filed)
     Texas Bar No. 24096066
     1301 McKinney Street, Suite 3700
     Houston, Texas 77010
     Telephone: (713) 650-9700
     Facsimile: (713) 650-9701
     smathews@bakerdonelson.com
     dferretti@bakerdonelson.com

                 About Knight Energy Holdings

Knight Energy Holdings, LLC, supplies rental equipment and services
for drilling, completion and well control activities, serving a
diverse base of oil and gas operators.  Knight is a multi-basin
service provider with operations in nine states.  Its services are
available to clients in the United States, including the Permian,
Eagle Ford, San Juan, Bakken, Cotton Valley, DJ, Haynesville,
Alaska, and the Gulf Coast.  In the past, Knight Energy also
provided services internationally in Norway, the Netherlands, Iraq,
UAE, Australia, and Colombia.  There are presently no international
operations.  Knight Energy currently employs approximately 330
employees spread throughout the 18 active locations.

Knight Energy Holdings, LLC, formerly Knight Oil Tools, LLC and its
affiliates filed Chapter 11 petitions (Bankr. W.D. La. Lead Case
No. 17-51014) on Aug. 8, 2017.  The petitions were signed by Kelley
Knight Sobiesk, member, director.

At the time of filing, Knight Energy Holdings had $50 million to
$100 million in estimated assets and $100 million to $500 million
in estimated liabilities.

The cases are assigned to Judge Robert Summerhays.

Heller, Draper, Patrick, Horn & Dabney, L.L.C., serves as
bankruptcy counsel to the Debtors while Opportune, LLP, serves as
their crisis manager.  Donlin, Recano & Company, Inc., is the
claims, noticing and solicitation agent.

Henry G. Hobbs, Jr., Acting U.S. Trustee for Region 5, on Aug. 24
appointed two creditors to serve on the official committee of
unsecured creditors in the Chapter 11 cases of Knight Energy
Holdings, LLC, and its debtor affiliates.


KURT KUHLMAN: Court Denies L. Umbehauer's Bid to Appoint Trustee
----------------------------------------------------------------
Judge Kathryn C. Ferguson of the U.S. Bankruptcy Court for the
District of New Jersey denied Lisa Umbehauer's motion for the entry
of an order to appoint a trustee in the bankruptcy case of Kurt
Kuhlman.

Kurt M. Kuhlman sought Chapter 11 protection (Bankr. D.N.J. Case
No. 17-10431) on Jan. 9, 2017.  The Debtor tapped Brian W.
Hofmeister, Esq., at Law Firm of Brian W. Hofmeister, LLC, as
counsel.


LAFLAMME'S INC: Hires De Lorenzo Law Firm as Bankruptcy Counsel
---------------------------------------------------------------
LaFlamme's Inc. seeks authority from the U.S. Bankruptcy Court for
the  Northern District of New York to employ The De Lorenzo Law
Firm, LLC as attorneys.

Services required of the De Lorenzo Law are:

     a. seek imposition of a bankruptcy stay;

     b. evaluate various claims and offsets;

     c. prepare a Disclosure Statement and Plan;

     d. attend proceedings to recover voidable transfers
        and fraudulent conveyances;

     e. attend preliminary hearing, 341 hearing, motion
        hearings, valuation hearings; and

     f. negotiate and litigate with secured creditors.

Compensation for Richard H. Weiskopf, Esq., of counsel at The De
Lorenzo Law Firm, LLP, is $350 per hour. Compensation for
associates and paralegal will depend on the level of associates and
paralegals being used.

Richard H. Weiskopf, Esq. attests that The De Lorenzo Law Firm is a
disinterested person as that term is defined at 11 U.S.C. Sec.
101(14).

The Firm can be reached through:

     Richard H. Weiskopf, Esq.
     THE DELORENZO LAW FIRM
     670 Franklin Street, Suite 100
     Schenectady, NY 12305
     Tel: (518) 374-8450
     Fax: (518) 374-5906
     E-mail: Rweiskopf@delolaw.com

                       About LaFlamme's Inc.

Based in Granville, New York, LaFlamme's Inc. filed a Chapter 11
petition (Bankr. N.D.N.Y. Case No. 17-11739) on September 19, 2017.
The Debtor is represented by Richard H. Weiskopf at The DeLorenzo
Law Firm as bankruptcy counsel. Judge Robert E. Littlefield Jr.
presides over the case.  The Debtor estimates $1,000,001 to $10
million in both assets and liabilities.


LEARFIELD COMMUNICATIONS: S&P Puts 'B' CCR on CreditWatch Negative
------------------------------------------------------------------
S&P Global Ratings placed all ratings, including its 'B' corporate
credit rating, on Plano, Texas-based Learfield Communications LLC
on CreditWatch with negative implications.

U.S. collegiate sports multimedia and sponsorship firm Learfield
Communications LLC (Learfield) has announced a definitive agreement
under which it will merge with IMG College, the collegiate division
of WME IMG, a subsidiary of Endeavor (formerly WME Entertainment
Parent LLC).

S&P said, "The CreditWatch listing reflects the possibility that
Learfield could issue incremental debt to fund the merger,
resulting in total lease- and guarantee-adjusted leverage above our
7x downgrade threshold. While financial terms and the structure of
the transaction were not disclosed, Learfield announced that WME
IMG and its financial sponsor Silver Lake will have board
representation at the new company. As a result, we have assumed
that the consideration paid to parent Endeavor will include an
equity component. However, based on the tendency of financial
sponsors to engage in debt-financed transactions, we have also
assumed that there will likely be proceeds from an incremental debt
issuance at the new entity, which could push adjusted leverage
above Learfield's current downgrade threshold, despite the acquired
EBITDA contribution from IMG College. In addition, we could view
forms of equity other than common stock, if any is contributed in
the new capital structure, as debt-like obligations that increase
leverage. In calculating adjusted leverage, we may incorporate
synergies in the transaction, depending upon our view of the
likelihood and time horizon over which they could materialize. Upon
disclosure of financial terms, we will assess the full ratings
implications, including our opinion of the business profile and a
potential update to our 7x adjusted leverage downgrade threshold.

"We will resolve the CreditWatch listing in the coming months once
financial terms are available and we can fully assess the impact of
the prospective capital structure, including any possible
incremental debt issuance and the use of any forms of equity other
than common equity. We will also assess business risk and the fixed
future minimum revenue guarantee payments of the proposed combined
new entity. Based on our current downgrade threshold, we could
lower the rating by one notch if lease and guarantee adjusted debt
to EBITDA exceeds 7x on a sustained basis."


MERRIMACK PHARMACEUTICALS: Reaches Settlement in Delaware Case
--------------------------------------------------------------
Merrimack Pharmaceuticals has reached a settlement agreement with
Wolverine Flagship Fund Trading Limited, 1992 MSF International
Ltd. and 1992 Tactical Credit Master Fund, L.P. (collectively,
"Noteholder Plaintiffs") and Wells Fargo Bank, National
Association, to resolve the previously disclosed lawsuit captioned
Wells Fargo Bank, N.A., et. al. v. Merrimack Pharmaceuticals, Inc.
pending in the Court of Chancery in the State of Delaware.  The
Agreement resolves outstanding litigation associated with
Merrimack's asset sale to Ipsen.

As disclosed previously, the Noteholder Plaintiffs alleged in the
Delaware Action, filed March 15, 2017, that Merrimack was obligated
to offer to repurchase its outstanding 4.50% Convertible Notes due
2020 in connection with Merrimack's asset sale to Ipsen S.A.  As
also disclosed previously, in connection with the decision to
proceed directly to trial and the plaintiffs' withdrawal of their
motion for a preliminary injunction, Merrimack deposited $60
million into an escrow account as security for the plaintiff's
claims.

Under the terms of this settlement, Merrimack will pay the
Noteholder Plaintiffs $0.90 per $1.00 of Convertible Notes, plus
accrued interest, and an amount towards the plaintiffs' legal fees.
Additionally, in connection with the settlement, Merrimack has
agreed to commence a tender offer to acquire all remaining
Convertible Notes at the same rate of $0.90 per $1.00 of
Convertible Notes, plus accrued interest, which would eliminate all
of Merrimack's remaining debt if all of the noteholders
participate.  Together, the settlement payout, the amount Merrimack
expects to pay to acquire the remaining Convertible Notes and
Merrimack's expenses related to the Delaware Action will
approximate the $60 million now released from escrow, and as a
result Merrimack does not intend to declare an additional special
dividend with any funds from the escrow.

"We are pleased to move past this litigation, allowing us to
simplify our capital structure and potentially emerge with a clean
balance sheet," said Richard Peters, M.D., Ph.D., president and
chief executive officer.  "We are focused on our deep research
pipeline and three assets in clinical development as we march
towards a data-rich 2018."

A full-text copy of the Stipulation and Agreement of Settlement and
Release is available for free at https://is.gd/R1bsiK

                      About Merrimack

Cambridge, Mass.-based Merrimack Pharmaceuticals, Inc., is a
biopharmaceutical company discovering, developing and preparing to
commercialize innovative medicines consisting of novel therapeutics
paired with companion diagnostics.  The Company's initial focus is
in the field of oncology.  The Company has five programs in
clinical development.  In it most advanced program, the Company is
conducting a pivotal Phase 3 clinical trial.

The report from PricewaterhouseCoopers LLP, the Company's
independent registered public accounting firm for the year ended
Dec. 31, 2016, includes an explanatory paragraph stating that the
Company has negative working capital and cash outflows from
operating activities that raise substantial doubt about its ability
to continue as a going concern.

Merrimack reported a net loss of $153.5 million on $144.3 million
of total revenues for the year ended Dec. 31, 2016, compared to a
net loss of $147.8 million on $89.25 million of total revenues for
the year ended Dec. 31, 2015.  As of June 30, 2017, Merrimack had
$213.45 million in total assets, $108.97 million in total
liabilities and $106.50 million in total stockholders' equity.


MESOBLAST LIMITED: Proposes to Issue Ordinary Shares & Options
--------------------------------------------------------------
Mesoblast Limited intends to issue 158,901 ordinary shares for
US$240,000 issue price.  The full amount of shares are to be held
in voluntary escrow until Oct. 6, 2018.

The Company also plans to issue 300,000 unquoted options to acquire
ordinary shares at a price per share of A$2.23, vesting in three
equal tranches on June 28, 2018, June 28, 2019, and June 28, 2020,
respectively, and expiring 27 June 2024; and 100,000 unquoted
options to acquire ordinary shares at a price per share of A$1.54,
vesting in three equal tranches on Sept. 16 2018, Sept. 16, 2019,
and Sept. 16, 2020, respectively, and expiring 15 September 2024.

The 158,901 ordinary shares will be issued as consideration for
services in connection with the license of intellectual property
relating to cell targeting technology (ex vivo fucosylation) from a
third party.  The 400,000 unquoted options to acquire ordinary
shares will be issued pursuant to the Company's Employee Share
Option Plan.

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

                       https://is.gd/To8v81

                          About Mesoblast

Australia-based Mesoblast Limited (ASX:MSB; Nasdaq:MESO) is a
global developer of innovative cell-based medicines.  The Company
has leveraged its proprietary technology platform, which is based
on specialized cells known as mesenchymal lineage adult stem cells,
to establish a broad portfolio of late-stage product candidates.
Mesoblast's allogeneic, 'off-the-shelf' cell product candidates
target advanced stages of diseases with high, unmet medical needs
including cardiovascular conditions, orthopedic disorders,
immunologic and inflammatory disorders and oncologic/hematologic
conditions.

Mesoblast Limited reported a net loss before income tax of US$90.21
million for the year ended June 30, 2017, compared to a net loss
before income tax of US$90.82 million for the year ended June 30,
2016.

As of June 30, 2017, Mesoblast had US$655.7 million in total
assets, US$138.9 million in total liabilities and US$516.8 million
in total equity.

PricewaterhouseCoopers, in Melbourne, Australia, issued a "going
concern" opinion on the consolidated financial statements for the
year ended June 30, 2017, noting that Company has suffered
recurring losses from operations that raise substantial doubt about
its ability to continue as a going concern.


MICROVISION INC: Appoints Bernee D.L. Strom as Director
-------------------------------------------------------
Bernee D.L. Strom was elected to MicroVision, Inc.'s Board of
Directors on Oct. 9, 2017, according to the Company's Form 8-K
report filed with the Securities and Exchange Commission.

                      About MicroVision
  
Redmond, Washington-based MicroVision, Inc. --
http://www.microvision.com/-- is developing its PicoP(R) display
technology that can be adopted by its customers to create
high-resolution miniature laser display and imaging modules.  This
PicoP display technology incorporates the company's patented
expertise in two-dimensional Micro-Electrical Mechanical Systems
(MEMS), lasers, optics and electronics.

MicroVision reported a net loss of $16.47 million for the year
ended Dec. 31, 2016, compared to a net loss of $14.54 million for
the year ended Dec. 31, 2015.  

As of June 30, 2017, MicroVision had $29.91 million in total
assets, $26.08 million in total liabilities and $3.82 million in
total shareholders' equity.

Moss Adams LLP, in Seattle, Washington, issued a "going concern"
qualification in its report on the consolidated financial
statements for the year ended Dec. 31, 2016, citing that the
Company has incurred losses from operations and has an accumulated
deficit, which raises substantial doubt about its ability to
continue as a going concern.


MIKE FARRELL'S: Wants to Use Cash Collateral to Continue Operations
-------------------------------------------------------------------
Mike Farrell's Detroit Wrecker Sales, LLC, seeks permission from
the U.S. Bankruptcy Court for the Eastern District of Michigan to
use up to $258,140 of cash collateral to purchase parts, inventory
and services, and to pay wages, salaries and other immediate
operating expenses of the Debtor's business.

On the Petition Date, the Debtor, without admission, believes that
the cash collateral consists of $22,177.26 in cash, $7,300 in
accounts receivable, $17,000 worth of inventory/WIP, and $15,000
worth of machinery and equipment.

The Debtor anticipates that GSC Industries, LLC, will assert first
priority security interest in all of the Debtor's assets, except
its real estate, including, without limitation, the Debtor's cash
collateral in the approximate amount of $158,708.27, plus interest,
costs and fees as permitted by the loan documents executed in
connection with the GSC Indebtedness.

The Debtor believes that Cooper Lane Mortgages, LLC, may also
assert an interest in cash collateral as a result of a security
interest granted in a mortgage on the Debtor's real property.
However, it appears that Cooper Lane did not perfect its security
interest.

The Debtor believes that the cash collateral generated by the
operation of its business will be sufficient to pay all of the
Debtor's post-petition, on-going expenses including payments to
employees and vendors, adequate protection payments, and payments
required to fund the administrative expenses of this case.

During the first 30 days of the case, the Debtor expects that it
will need to spend $258,140 to avoid immediate and irreparable
harm.  The majority of the Debtor's value arises from its continued
operations as a going concern basis.  

Without authority to use cash collateral, the Debtor will suffer
irreparable harm because the Debtor will be unable to obtain all
the goods and services needed to continue its operations.  The
Debtor will not be able to complete the jobs that it current
working on and will not be able to finalize the WIP Equipment and
deliver it to its customers in exchange for final payment.  In
addition, the Debtor would likely be sued for breach of contract by
its existing customers -- many of whom have paid the Debtor several
thousand dollars as a deposit for the WIP Equipment that the Debtor
is currently manufacturing.

As adequate protection for the use of cash collateral, the Debtor
proposes:

     -- replacement liens for GSC and Cooper Lane, in the Debtor's
postpetition assets to the extent of any diminution in the value of
their interests in the Debtor's cash collateral assets.  The
replacement liens will have the same priority, scope, validity, and
enforceability, and will attach to the same categories of assets as
the prepetition liens and security interests as of the Petition
Date; and

     -- further adequate protection as provided in the proposed
order including reporting requirements, restrictions on the
Debtor's activities including adherence to the budget, and rights
upon the occurrence of an event of default.

A copy of the Debtor's Motion is available at:

           http://bankrupt.com/misc/mieb17-53308-12.pdf

            About Mike Farrell's Detroit Wrecker Sales

Mike Farrell's Detroit Wrecker Sales, LLC, designs, manufactures
and sells and services towing equipment nationally.  Mike Farrell's
filed a Chapter 11 petition (Bankr. E.D. Mich. Case No. 17-53308)
on Sept. 22, 2017.  Jeffrey J. Sattler, Esq., and Kim K. Hillary,
Esq., at Schafer & Weiner PLLC, serve as the Debtor's bankruptcy
counsel.


MRI INTERVENTIONS: Appoints Joseph Burnett as New President & CEO
-----------------------------------------------------------------
MRI Interventions, Inc.. has appointed Joseph Burnett as president
and CEO, effective Nov. 7, 2017.  The Company's current President
and CEO, Frank Grillo, will continue in the role until Nov. 6, and
will serve as an executive advisor to the Company for a period of
time thereafter.

"We are excited to announce Joe Burnett as the new Chief Executive
Officer of MRI Interventions.  Joe is a strong leader with unique
and highly relevant qualifications in the medical device industry
and neurology," said Kimble Jenkins, Chairman of the Board of
Directors.  "With his experience and expertise, Joe is ideally
suited to lead the company's next phase of growth, building on the
strong foundation established over the last three years under
Frank's leadership."

Mr. Burnett has spent his entire career in medical devices,
starting in cardiovascular at Guidant and Volcano, and most
recently in Neurology and Neurosurgery at Philips, where he served
as vice president and general manager of the Neuro Diagnostics and
Therapy Business.  Prior to that role, Mr. Burnett was sr. vice
president and general manager of the Volcano business after the
acquisition of Volcano by Philips, and executive vice president of
the Cardiology division for Volcano.  He has held significant
operational responsibilities throughout his career in R&D, Clinical
Research, Sales and Marketing.  Mr. Burnett holds a B.S.E. in
Biomedical Engineering from Duke University and an MBA from the
Fuqua Business School also at Duke.

"On behalf of the board of directors, we thank Frank Grillo for his
leadership, and in particular, for his invaluable contributions to
building out our commercialization capabilities and guiding MRI
Interventions through the difficult initial phases of market
adoption," said Mr. Jenkins.  "As Frank transitions, he leaves our
company stronger and well positioned for the future.  We appreciate
his significant efforts over the last three years, and his
dedication to the company's success."

"I am very pleased with the progress we have made over the last
three years as a company and a team," said Frank Grillo, departing
president and CEO.  "We focused on the neuro navigation
opportunity, and made great progress driving the adoption of our
ClearPoint System which has resulted in the tripling of product
revenue in three years.  We have strengthened our balance sheet,
which enables further investment in commercialization and the
continued development of new therapeutic applications for our
intra-operative MRI capabilities.  Our foundation and opportunities
are stronger than ever before, and I am confident we have found the
right person in Joe Burnett to accelerate our growth
opportunities."

"I am thrilled to join the MRI team and help lead this next chapter
which will focus on clinical development, market adoption and
continued procedure growth," commented Mr. Burnett.  "The stakes
are high in neurosurgical procedures and precision is paramount.
Our team is well positioned by having a real-time navigation
solution which we believe will enable the transition to more
minimally invasive procedures and ultimately benefit both the
patient and the hospital.  We have seen that trend in every field
in medical devices and each time navigation has been an essential
part of the solution.  Frank has done an incredible job setting the
stage both financially and strategically by building a strong
balance sheet and cash position, and by developing a product
suitable across a range of growing procedure types.  I look forward
to continuing that work and ensuring that more patients benefit
from these life-altering therapies."

The Board expects to elect Mr. Burnett to serve as a director of
the Company until the 2018 annual meeting of stockholders and until
his successor is duly elected and qualified or until his earlier
death, resignation, disqualification or removal.

              Separation Agreement with Mr. Grillo

On Oct. 6, 2017, Mr. Grillo entered into a Separation, Transition
and Consulting Agreement with MRI Interventions under which Mr.
Grillo is voluntarily resigning from his position as the chief
executive officer and president of the Company and as a member of
the Board of Directors of the Company and separating from the
Company, effective as of Nov. 7, 2017.  Mr. Grillo's resignation is
not the result of any disagreement with management, the Company or
its operations, policies or practices.

Mr. Grillo will continue to be subject to the provisions and
restrictive covenants in the confidentiality agreement and the
non-compete agreement Mr. Grillo entered into with the Company in
connection with his employment agreement.

Pursuant to the Separation Agreement, Mr. Grillo will provide
transition and consulting services on a full-time basis for the
first two months following his separation from the Company, which
will include, without limitation, working with the new chief
executive officer and other senior executives of the Company and
providing assistance to transition his job functions and
responsibilities at the Company.  After that two-month period, Mr.
Grillo will continue to provide consulting services and assistance
to the Company as may be requested by the Company from time to
time.

Mr. Grillo will receive the following payments and other benefits,
subject to certain conditions, pursuant to the Separation
Agreement: (i) his annual bonus, based on his and the Company's
performance for the fiscal year ending Dec. 31, 2017, determined in
accordance with the applicable policies and procedures set forth in
his employment agreement; (ii) 87,500 unregistered shares of the
Company's common stock; (iii) a lump sum payment of $15,000; and
(iv) $30,000 per month for the first two months following his
separation from the Company.  Mr. Grillo will also be compensated
on an hourly basis to the extent he renders any consulting services
after first two months following his separation under the
Separation Agreement.

Further, in recognition of the contributions made by Mr. Grillo as
an officer and director of the Company, the Compensation Committee
of the Board has approved the extension of the option exercise
period of all stock options previously granted to Mr. Grillo such
that the option exercise period is coterminous with the term of the
option award.

In exchange for and as a condition to Mr. Grillo's receipt of the
payments and other benefits provided under the Separation
Agreement, Mr. Grillo will execute a general release of all claims
upon the effectiveness of his separation from the Company.

               Employment Agreement with Mr. Burnett

On Oct. 6, 2017, the Company entered into an Employment Agreement
with Mr. Burnett whereby Mr. Burnett will serve as the Company's
chief executive officer and president.

The term of Mr. Burnett's employment begins on the Transition Date.
Mr. Burnett's employment may be terminated by the Company or Mr.
Burnett upon written notice to the other party.

Mr. Burnett's base salary is $360,000, which is subject to
adjustment at the discretion of the Compensation Committee, subject
to certain limitations.  Starting with the fiscal year commencing
on Jan. 1, 2018, and for each year thereafter, the Employment
Agreement provides that Mr. Burnett is eligible to receive an
annual target incentive bonus of 40% of his annual base salary,
subject to certain performance goals to be established by the
Compensation Committee.  The amount of the incentive bonus payable
to Mr. Burnett may be more or less than the target amount,
depending on whether, and to what extent, applicable performance
goals for such year have been achieved.  In addition, the
Employment Agreement provides that the Company will pay Mr. Burnett
up to $50,000 in reasonable relocation expenses during the first
two years of his employment, subject to Mr. Burnett's continued
employment through such two-year period.

As an inducement to his employment with the Company, Mr. Burnett is
entitled to receive an initial signing bonus in the aggregate
amount of $100,000 under the Employment Agreement, to be paid in
two equal installments on the Transition Date and the 6-month
anniversary of the Transition Date, conditioned upon Mr. Burnett's
continued employment.  The Employment Agreement also provides that
Mr. Burnett will be granted: (i) a non-qualified stock option to
purchase up to 350,000 shares of the Company's common stock; and
(ii) 200,000 restricted shares of the Company's common stock.  The
exercise price of such stock option will be equal to the fair
market value of the Company's common stock on the date of grant.
The stock option and restricted shares will vest as follows: (i)
one-third (1/3rd) of on the first anniversary of the date of grant;
and (ii) the remainder in equal quarterly installments during each
of the second and third year following the date of grant.

In addition, under the Employment Agreement, Mr. Burnett is: (i)
eligible for additional equity compensation from time to time in
amounts and based upon criteria determined by the Compensation
Committee; and (ii) entitled to participate in any benefit plan
from time to time in effect for the Company's executives and/or
employees generally, subject to the eligibility provisions of that
plan.

                    About MRI Interventions

Building on the imaging power of magnetic resonance imaging, MRI
Interventions, Inc. -- http://www.mriinterventions.com/-- is
creating innovative platforms for performing the next generation of
minimally invasive surgical procedures in the brain.  The
ClearPoint Neuro Navigation System, which has received 510(k)
clearances and is CE marked, utilizes a hospital's existing
diagnostic or intraoperative MRI suite to enable a range of
minimally invasive procedures in the brain.

MRI Interventions incurred a net loss of $8.06 million in 2016,
compared to a net loss of $8.44 million in 2015.  

As of June 30, 2017, MRI Interventions had $16.85 million in total
assets, $8.32 million in total liabilities and $8.52 million in
total stockholders' equity.

Cherry Bekaert LLP, in Charlotte, North Carolina, issued a "going
concern" qualification on the consolidated financial statements for
the year ended Dec. 31, 2016, citing that the Company incurred net
losses during the years ended Dec. 31, 2016, and 2015 of
approximately $8.1 million and $8.4 million, respectively.
Additionally, the stockholders' deficit at Dec. 31, 2016, was
approximately $756,000.  These conditions raise substantial doubt
about the Company's ability to continue as a going concern.


MUSCLEPHARM CORP: Has $3M Loan Agreement with Crossroads Financial
------------------------------------------------------------------
MusclePharm Corporation and its affiliate entered into a loan and
security agreement with Crossroads Financial Group, LLC on Oct. 6,
2017, pursuant to which the Company may borrow up to 70% of its
Inventory Cost or up to 75% of Net Orderly Liquidation Value (each
as defined in the Security Agreement), up to a maximum amount of
$3.0 million at an interest rate of 1.5% per month, subject to a
minimum monthly fee of $22,500.

The initial term of the Security Agreement is six months from the
date of execution, and that initial term is extended automatically
in six month increments, unless earlier terminated pursuant to the
terms of the Security Agreement.  The Security Agreement contains
customary events of default, including, among others, the failure
to make payments on amounts owed when due, default under any other
material agreement or the departure of Ryan Drexler.  The Security
Agreement also contains customary restrictions on the ability of
Borrower to, among other things, grant liens, incur debt and
transfer assets.  Under the Security Agreement, Company has agreed
to grant the Lender a security interest in all its present and
future accounts, chattel paper, goods (including inventory and
equipment), instruments, investment property, documents, general
intangibles, intangibles, letter of credit rights, commercial tort
claims, deposit accounts, supporting obligations, documents,
records and the proceeds thereof.

A full-text copy of the Loan and Security Agreement is available
for free at https://is.gd/yYYoMF

Crossroads Financial Group can be reached at:

     c/o The Forum at Stonecrest, LLC
     11220 Elm Lane, Suite 200
     Charlotte, NC 28277
     Attention: Portfolio Department
     E-mail: Lhaskin@crossroadsfinancial.com

                      About MusclePharm

Headquartered in Denver, Colorado, MusclePharm Corporation
(OTCQB:MSLP) -- http://www.muslepharm.com/-- develops and
manufactures a full line of National Science Foundation approved
nutritional supplements that are 100 percent free of banned
substances.  MusclePharm is sold in over 120 countries and
available in over 5,000 U.S. retail outlets, including GNC and
Vitamin Shoppe.  MusclePharm products are also sold in over 100
online stores, including bodybuilding.com, Amazon.com and
Vitacost.com.

MusclePharm reported a net loss of $3.47 million on $132.5 million
of net revenue for the year ended Dec. 31, 2016, compared to a net
loss of $51.85 million on $166.9 million of net revenue for the
year ended Dec. 31, 2015.  

As of June 30, 2017, MusclePharm had $29.75 million in total
assets, $39.76 million in total liabilities, and a total
stockholders' deficit of $10.01 million.


NEIMAN MARCUS: Incurs $532 Million Net Loss in Fiscal 2017
----------------------------------------------------------
Neiman Marcus Group LTD LLC filed with the Securities and Exchange
Commission its annual report disclosing a net loss of $531.8
million on $4.70 billion of revenues for the fiscal year ended July
29, 2017, compared to a net loss of $406.1 million on $4.94 billion
of revenues for the fiscal year ended July 30, 2016.

For the fourth quarter, the Company reported total revenues of
$1.12 billion, representing a decrease in comparable revenues of
0.5% from the fourth quarter of fiscal year 2016.  Including
non-cash impairment charges of $357.0 million and $466.2 million in
the fourth quarter of fiscal year 2017 and fiscal year 2016, the
Company reported a net loss of $366.3 million for the fourth
quarter of fiscal year 2017 compared to a net loss of $407.3
million in the prior year.  Adjusted EBITDA, which is described on
page 8 of this release, for the fourth quarter of fiscal year 2017
was $48.2 million compared to $64.5 million in the prior year.

The Company recorded non-cash impairment charges to state certain
intangible and other assets, primarily related to its Neiman Marcus
and Bergdorf Goodman brands, to their estimated fair value of
$357.0 million in the fourth quarter of fiscal year 2017 and $510.7
million in fiscal year 2017.

The Company recorded non-cash impairment charges of $466.2 million
in the fourth quarter of fiscal year 2016 to state certain
intangible and other assets, primarily related to its Neiman Marcus
brand, to their estimated fair value.

As of July 29, 2017, Neiman Marcus had $7.70 billion in total
assets, $7.23 billion in total liabilities and $466.65 million in
total member equity.

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

                      https://is.gd/eE7Zl3

                       About Neiman Marcus

Headquartered in Dallas, Texas, Neiman Marcus Group LTD LLC --
http://www.neimanmarcusgroup.com/-- is a luxury, multi-branded,
omni-channel fashion retailer conducting integrated store and
online operations under the Neiman Marcus, Bergdorf Goodman, Last
Call, Horchow, CUSP, and mytheresa brand names.

                           *    *    *

As reported by the TCR on March 17, 2017, Moody's Investors Service
downgraded Neiman Marcus Group LTD, Inc.'s Corporate Family Rating
to 'Caa2' from 'B3' and its Probability of Default Rating to
'Caa2-PD' from 'B3-PD'.  The company's Speculative Grade Liquidity
rating is affirmed at 'SGL-2'. The outlook is changed to negative
from stable.  "The downgrade of NMG's Corporate Family Rating
reflects the continued weakness in its financial results as it
faces both the cyclical and secular challenges that face the North
America luxury department stores", says Christina Boni, VP Senior
Analyst.  "Its designation of its MyTheresa.com operations and
certain owned properties to unrestricted subsidiaries reduces
assets coverage for its debt obligations.  The hiring of a
financial advisor to evaluate strategic alternatives also signals
the likelihood of its capital structure being addressed well before
its first significant debt maturity in October 2020. Despite good
liquidity, overall leverage levels remain well above what can be
refinanced and a path to return to peak EBITDA levels is unlikely
in the present operating environment."


OAKLAWN HOSPITAL: Moody's Affirms Ba1 Rating on $63MM Rev. Bonds
----------------------------------------------------------------
Moody's Investors Service affirms Ella E.M. Brown Charitable
Circle's (d/b/a Oaklawn Hospital) Ba1 rating. The rating action
affects $63.5 million of outstanding revenue bonds issued through
the County of Calhoun Hospital Finance Authority. The outlook
remains stable. The affirmation of the Ba1 rating reflects
Oaklawn's adequate liquidity position and incorporates the
hospital's essentiality as the area's leading acute care hospital.
Additionally, the rating incorporates good revenue growth, driven
by favorable volume trends and payor mix. Balancing these strengths
are the hospital's overall small size and scope of operations which
limits financial flexibility and a high debt burden.

Rating Outlook

The stable outlook reflects Moody's views that the hospital will be
able to continue to maintain operating performance more in line
with the past few years and maintain its strong market presence
within the hospital's primary service area.

Factors that Could Lead to an Upgrade

Growth of operating revenue and absolute cash, allowing the
organization to improve leverage metrics

Expansion of service lines or geographic reach resulting in overall
growth and revenue diversification

Factors that Could Lead to a Downgrade

Reduction in operating performance

Increase in leverage and further weakening of debt measures

Erosion of liquidity and narrowing headroom to financial covenants

Legal Security

The bonds are secured by a gross revenue pledge of the obligated
group bolstered by an account control agreement, as well as a
mortgage on the hospital site in Marshall, Michigan.

Use of Proceeds. Not Applicable

Obligor Profile

Oaklawn Hospital is a 94 licensed bed and $138 million independent
hospital located in Marshall, Michigan. Oaklawn is one of few
remaining standalone hospitals within the state of Michigan.

Methodology

The principal methodology used in this rating was Not-For-Profit
Healthcare Rating Methodology published in November 2015.


OCONEE REGIONAL: Has Until Nov. 6 to Exclusively File Exit Plan
---------------------------------------------------------------
The Hon. Austin E. Carter of the U.S. Bankruptcy Court for the
Middle District of Georgia has extended, at the behest of Oconee
Regional Health Systems, Inc., and its affiliates, the exclusive
time period during which only the Debtors may file a disclosure
statement and Chapter 11 plan through and including Nov. 6, 2017.

The exclusive time period during which no other party in interest
may file a plan unless the Debtors have not filed a plan that has
been accepted by each class of claims or interests that are
impaired under the plan is extended through and including Jan. 5,
2018.

A copy of the court order is available at:

          http://bankrupt.com/misc/gamb17-51005-498.pdf

              About Oconee Regional Medical Center

Oconee Regional Medical Center (ORMC) is located in Milledgeville
near the geographic center of Georgia, providing advanced
healthcare technologies to the 90,000 residents living in the seven
surrounding counties.

Oconee Regional Health Systems, Inc., owner of the Oconee Regional
Medical Center, and six of its affiliates filed Chapter 11
bankruptcy petitions (Bankr. M.D. Ga. Lead Case No. 17-51005) on
May 10, 2017.

On May 11, 2017, two more affiliates ORHV Sandersville Family
Practice, LLC and Oconee Regional Senior Living, Inc., sought
bankruptcy protection.  Their cases are jointly administered with
that of ORMC.

The petitions were signed by Steven M. Johnson, interim chief
executive officer.

At the time of the filing, ORHS estimated assets of less than
$50,000 and liabilities of less than $500,000.

The Debtors are represented by Mark I. Duedall, Esq., and Leah
Fiorenza McNeill, Esq., in Atlanta, Georgia.  The Debtors hired
James-Bates-Brannan-Groover-LLP as special counsel, and Grant
Thornton as financial advisor.

On May 16, 2017, the Office of the U.S. Trustee appointed an
official committee of unsecured creditors.  Greenberg Traurig, LLP,
is the committee's bankruptcy counsel.  The committee hired the Law
Offices of Henry F. Sewell, Jr., LLC, as its special counsel.


ONE HORIZON: Issues 3M Shares Inducement Grants to CEO and COO
--------------------------------------------------------------
One Horizon Group, Inc., disclosed additional information on stock
inducement grants for two recently appointed executives: Mark
White, chief executive officer, president and director; and Edwin
C. Lun, chief operating officer.  Mr. White and Mr. Lun will be
based in Hong Kong at the new regional headquarters to oversee the
Company's business development and operations in China and Hong
Kong, and Mr. White will spend significant time exploring
acquisition opportunities particularly in the Asia region.

As an inducement to join One Horizon, the Company has issued to Mr.
White 1,600,000 shares of its common stock.  The Company has issued
to Mr. Lun 1,400,000 shares of its common stock as an inducement
grant.

                       About One Horizon

Ireland-based One Horizon Group, Inc. (NASDAQ: OHGI) --
http://www.onehorizongroup.com/-- is a reseller of secure
messaging software for the growing gaming, security and education
markets primarily in China and Hong Kong.

The Company's independent accountants Cherry Bekaert LLP, in Tampa,
Fla., issued a "going concern" opinion in its report on the
Company's consolidated financial statements for the year ended Dec.
31, 2016, stating that the Company has recurring losses and
negative cash flows from operations that raise substantial doubt
about its ability to continue as a going concern.

One Horizon reported a net loss of $5.54 million on $1.61 million
of revenue for the year ended Dec. 31, 2016, compared to a net loss
of $6.30 million on $1.53 million of revenue for the year ended in
2015.  As of June 30, 2017, One Horizon had $8.83 million in total
assets, $7.20 million in total liabilities and $1.63 million in
total stockholders' equity

"As Horizon continues to pursue its operations and business plan,
it expects to incur further losses in 2017 which, when combined
with any investment in intellectual property, will generate
negative cash flows," said the Company in its quarterly report for
the period ended June 30, 2017.  "As of June 30, 2017, the Company
did not have any available credit facilities.  As a result, it is
in the process of seeking new financing by way of sale of either
convertible debt or equities.  Subsequent to June 30, 2017, the
Company entered into a series of transactions to improve liquidity
and reduce outstanding obligations...  Whilst it has been
successful in the past in obtaining the necessary capital to
support its investment and operations, there is no assurance that
it will be able to obtain additional financing under acceptable
terms and conditions, or at all.  In the event, Horizon is unable
to obtain sufficient additional funding when needed in order to
fund ongoing research and development activities as well as
operations, it would not be able to continue as a going concern and
maybe forced to severely curtail or cease operations and liquidate
the Company."


OSAGE WATER: Case Summary & 6 Unsecured Creditors
-------------------------------------------------
Debtor: Osage Water Company
        c/o Gary V. Cover, Receiver
        137 W. Franklin
        Clinton, MO 64735

Type of Business: Osage Water Company is a public utility that
                      is in the business of producing, purifying,
                      treating and distributing water within
                      Camden County, Missouri. ???The company
                      currently holds real estate, water and
                      wastewater systems located at Cedar Glen
                      Condominiums, Chelsea Rose Subdivision,
                      Harbor Bay Condominiums and Eagle Woods
                      Subdivision.  Osage Water's gross revenue
                      amounted to $250,605 in 2016 and $255,285 in
                      2015.

Chapter 11 Petition Date: October 11, 2017

Case No.: 17-42759

Court: United States Bankruptcy Court
       Western District of Missouri (Kansas City)

Judge: Hon. Cynthia A. Norton

Debtor's Counsel: John C. Reed, Esq.
                  PLETZ & REED, P.C.
                  P. O. Box 1048
                  Jefferson City, MO 65102
                  Tel: 573-635-8500
                  Fax: 573-634-3079
                  E-mail: jreedlaw@aol.com;
                          prlaw@embarqmail.com

Total Assets: $75,585

Total Liabilities: $2.45 million

The petition was signed by Gary V. Cover, receiver.

A full-text copy of the petition containing, along with a list of
six unsecured creditors, is available for free at
http://bankrupt.com/misc/mowb17-42759.pdf


PADCO PRESSURE: Court Approves Appointment of J. Luster as Trustee
------------------------------------------------------------------
Judge Robert Summerhays of the U.S. Bankruptcy Court for the
Western District of Louisiana issued an order approving John W.
Luster's appointment as Trustee in the case of PADCO Pressure
Control, LLC.

               About PADCO Pressure Control

PADCO Pressure Control, L.L.C., based in Lafayette, Louisiana,
filed a Chapter 11 petition (Bankr. W.D. La. Case No. 16-51381) on
October 4, 2016.  The petition was signed by Michael Carr, chief
executive officer.

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

Judge Robert Summerhays presides over the case.  Thomas E. St.
Germain, member of Weinsten & St. Germain, LLC, represents the
Debtor as bankruptcy counsel.

On October 27, 2016, the Office of the U.S. Trustee appointed an
official committee of unsecured creditors.  The committee hired
Adams and Reese LLP as its legal counsel.


PALM-BEACH BROWARD: Wants Plan Exclusivity Extended to Dec. 26
--------------------------------------------------------------
Palm Beach-Broward Medical Imaging Center, LLC, asks the U.S.
Bankruptcy Court for the Southern District of Florida for a 60-day
extension of the exclusivity period, or until Dec. 26, 2017, for
the Debtor to file a disclosure statement and plan of
reorganization.

The Debtor's Exclusivity Period ends on Oct. 27, 2017.  The Debtor
seeks an extension to continue working toward confirming a
consensual, beneficial Chapter 11 Plan.

The Debtor says it required the first few months of this case to
stabilize its financial position.  Due to the complexities of the
case, the Debtor contends it needs an additional 60 days to prepare
adequate information and to continue on-going negotiations with
creditors.

The Debtor assures the Court that it is paying its debts as they
come due and demonstrating reasonable prospects for filing a
feasible plan.

                About Palm Beach-Broward Medical
                       Imaging Center LLC

Palm Beach-Broward Medical Imaging Center LLC, a wholly-owned
subsidiary of Radiology Express LLC, sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No.
17-18223) on June 29, 2017.  Kaya Colak, authorized representative,
signed the petition.

At the time of the filing, the Debtor disclosed that it had
estimated assets of less than $50,000 and liabilities of less than
$500,000.

Palm Beach-Broward Medical Imaging Center has employed Lewis &
Thomas LLP as bankruptcy counsel.


PAWN AMERICA: Exclusive Solicitation Deadline Moved to Feb. 2018
----------------------------------------------------------------
The Hon. Katherine A. Constantine of the U.S. Bankruptcy Court in
Minnesota has extended, at the behest of Pawn America Minnesota LLC
and its affiliates, the exclusivity period for the Debtors to
obtain acceptance of their plan of reorganization through Feb. 7,
2018.

As reported by the Troubled Company Reporter on Oct. 2, 2017, the
Debtors sought to extend by 120 days the exclusivity period for the
Debtors to obtain Plan acceptance to Feb. 7, 2018, from Oct. 10,
2017, to avoid the necessity of having to pursue confirmation of
their plan and ensure their plan best addresses the interests of
creditors, the Debtors, and their estates.

On Aug. 10, 2017, the Debtors filed their Joint Plan of
Reorganization and Liquidation, and related Disclosure Statement.
A hearing on the adequacy of the Debtors' Disclosure Statement was
initially scheduled for Sept. 28 and then continued to Oct. 11.

                       About Pawn America

Founded in 1991, Pawn America -- http://www.pawnamerica.com/-- is
engaged in the business of retail sale of used merchandise,
antiques, and secondhand goods.  It currently operates 24 stores in
Minnesota, Wisconsin, South Dakota, and North Dakota and employs
more than 500 people.  It also founded and operates Payday America,
CashPass and MyBridgeNow.

Pawn America Minnesota, LLC dba Pawn America, and its affiliates
Pawn America Wisconsin, LLC, and Exchange Street, Inc., filed
Chapter 11 petitions (Bankr. D. Minn. Lead Case No. 17-31145) on
April 12, 2017.  The petitions were signed by Bradley K. Rixmann,
chief manager.

At the time of filing, each of the Debtors estimated $10 million to
$50 million in both assets and liabilities.

Stinson Leonard Street LLP serves as bankruptcy counsel to the
Debtors.  BGA Management, LLC, is the Debtors' financial advisor.

On April 25, 2017, the U.S. Trustee for Region 12 appointed an
official committee of unsecured creditors.  Foley & Mansfield,
PLLP, is bankruptcy counsel to the committee.  The Committee
retained Platinum Management, LLC as financial advisor.

                          *     *     *

On Aug. 10, 2017, the Debtors filed their joint Chapter 11 plan of
reorganization and liquidation.


PDG AMERICA: Foreclosure Sale of Shopping Centers Moved to Dec. 28
------------------------------------------------------------------
Fifteen real property locations owned by PDG America Shopping
Centers, L.L.C., a Delaware limited liability company, will be sold
at public auction to the highest bidder at at 1:00 p.m., on
December 28, 2017, at the offices of Ballard Spahr LLP, located at
1 East Washington Street, Suite 2300, Phoenix, Arizona 85004-2555.

The auction was originally set for Sept. 21, at the offices of
Ballard Spahr LLP, according to a report by the Troubled Company
Reporter on Aug. 30.

Proceeds from the sale will be used to pay off debt in the original
principal balance of $212,000,000, owed to The Bank of New York
Mellon Trust Company, National Association, as Trustee for the
Certificateholders of Morgan Stanley Capital I Inc., Commercial
Mortgage Pass-Through Certificates, Series 2007-IQ14.

The debt was originally owed to Principal Commercial Funding, LLC,
a Delaware limited liability company.  Fidelity National Title
Insurance Company, Inc., a California corporation, served as
Trustee under the loan agreement with Principal Commercial.

Ballard Spahr's Jeffrey S. Pitcher, Esq., as Trustee, will conduct
the sale.

The locations of the properties being sold:

     4730 E. Indian School Road, Phoenix, AZ 85018;
     4742 E. Indian School Road, Phoenix, AZ 85018;
     4730 E. Lone Mountain Road, Cave Creek, AZ 85331;
     9446 N. Metro Parkway, Phoenix, AZ 85051;
     9610 N. Metro Parkway, Phoenix, AZ 85051;
     9602 N. Metro Parkway, Phoenix, AZ 85051;
     9620 N. Metro Parkway, Phoenix, AZ 85051;
     9802 N. Metro Parkway, Phoenix, AZ 85051;
     707 E. Bell Road, Phoenix, AZ 85022;
     801 E. Bell Road, Phoenix, AZ 85022;
     3428 W. Northern Avenue, Phoenix, AZ 85051;
     3202 E. Shea Boulevard, Phoenix 85028;
     10629 N. 32nd Street, Phoenix, AZ 85028;
     10633 N. 32nd Street, Phoenix, AZ 85028;
     2075 N. Alma School Road, Chandler, AZ 85224

PDG America Shopping Centers, L.L.C., may be reached at:

     PDG America Shopping Centers, L.L.C.
     3131 East Camelback Road, Suite 105
     Phoenix, AZ 85016

Bank of New York may be reached at:

     BANK OF NEW YORK MELLON TRUST COMPANY, NATIONAL ASSOCIATION
     AS TRUSTEE FOR THE CERTIFICATEHOLDERS OF MORGAN STANLEY
     CAPITAL I INC., COMMERCIAL MORTGAGE PASSTHROUGH
     CERTIFICATES, SERIES 2007-IQ14
     c/o C-III Asset Management LLC
     5221 N. OConnor Boulevard, Suite 600
     Irving, TX 75039

Ballard Spahr may be reached at:

     Jeffrey S. Pitcher, Esq.
     BALLARD SPAHR LLP
     1 East Washington Street, Suite 2300
     Phoenix, AZ 85004-2555


PERFUMANIA HOLDINGS: Cancels Registration of Unsold Securities
--------------------------------------------------------------
Perfumania Holdings, Inc., filed with the Securities and Exchange
Commission post-effective amendments to its Form S-3 registration
statements relating under which the Company registered:

   (a) the resale of up to 5,718,972 shares of the Company's
       common stock, par value $0.01 per share, by certain selling

       stockholders;

   (b) the resale of up to 9,308,562 shares of the Company's
       common stock, par value $0.01 per share, by certain selling

       stockholders; and

   (c) the sale of 11,493,795 shares of the Company's common
       stock, par value $0.01 per share.

In addition, the Company also filed post-effective amendments to
its Form S-8 registration statements relating to the registration
of: (i) securities under the 2000 Stock Option Plan, 2000 Directors
Stock Option Plan and 2010 Equity Incentive Plan; (ii) of
securities under the 2000 Stock Option Plan, 2000 Directors Stock
Option Plan and 2010 Equity Incentive Plan; and (iii) securities
under the 2000 Stock Option Plan, 2000 Directors Stock Option Plan
and 2010 Equity Incentive Plan.

As previously disclosed, on Aug. 26, 2017, the Company and certain
of its subsidiaries filed voluntary petitions in the U.S.
Bankruptcy Court for the District of Delaware for reorganization
relief under Chapter 11 of Title 11 of the United States Code in
order to effect a recapitalization through a pre-packaged Plan of
Reorganization.  On Oct. 6, 2017, the Bankruptcy Court entered an
order confirming the pre-packaged Plan of Reorganization filed by
the Company.

The Debtors expect that, on Oct. 11, 2017, their reorganization
under the Bankruptcy Code will be consummated and the Plan of
Reorganization will become effective.

As a result of the transactions contemplated by the Plan of
Reorganization, the Company has terminated all offerings of its
securities pursuant to the Registration Statement.  In accordance
with an undertaking made by the Company in the Registration
Statements to remove from registration, by means of a
post-effective amendment, any securities which remain unsold at the
termination of the offering, the Company removes from registration
all securities registered under the Registration Statements that
remain unsold as of the date of the Post-Effective Amendments.

                     About Perfumania Holdings

Perfumania Holdings, Inc. (NASDAQ: PERF) --
http://www.perfumaniaholdings.com/-- is a specialty retailer and
distributor of fragrances and related beauty products across the
United States.  Perfumania has a 30-year history of innovative
marketing and sales management, brand development, license sourcing
and wholesale distribution making it the premier destination for
fragrances and other beauty supplies.  The Company operates retail
stores and e-commerce specializing in the sale of fragrances and
related products across the United States, Puerto Rico, and the
U.S. Virgin Islands.  The Company also operates a wholesale
distribution network, selling to mass retail, department stores as
well as domestic and international distributors.

On Aug. 26, 2017, Model Reorg Acquisition, LLC and 18 affiliated
debtors, including perfumania Holdings, Inc., each filed voluntary
petitions in the United States Bankruptcy Court for the District of
Delaware seeking relief under chapter 11 of the United States
Bankruptcy Code.  The Debtors' cases are jointly administered for
procedural purposes under the case docket for Model Reorg
Acquisition, LLC (Bankr. D. Del. Case No. 17-11794).

Skadden, Arps, Slate, Meagher & Flom LLP is serving as legal
counsel, Ankura Consulting Group, LLC, is serving as financial
advisor, and Imperial Capital is serving as investment banker to
the Company.

The Skadden team includes Corporate Restructuring partners Lisa
Laukitis and J. Gregory Milmoe (Boston), and associates Raquelle
Kaye (Boston), Esther Adzhiashvili and AZ Biazar, as well as
Corporate Restructuring and Bankruptcy Litigation partner Anthony
Clark (Wilmington) and associate Cameron Fee (Wilmington); Banking
partner Sarah Ward and associates Emily Stork, Shan Song (Chicago)
and Katherine Webb; Tax partner Brian Krause and associate Joseph
Soltis; and Corporate partner Richard Grossman (New York).

Epiq Bankruptcy Solutions is the claims and noticing agent and
maintains the Web site http://dm.epiq11.com/perfumania


PITTSFIELD DEVELOPMENT: Needs More Time to Fix Claims, Draft Plan
-----------------------------------------------------------------
Pittsfield Development LLC asks the U.S. Bankruptcy Court for the
Northern District of Illinois to further extend the Debtor's
exclusive periods to file a Chapter 11 plan and solicit acceptance
of the plan through Jan. 5, 2018, and March 2, 2018, respectively.

A hearing on the Debtor's request will be held on Oct. 17, 2017, at
9:30 a.m.

As reported by the Troubled Company Reporter on July 31, 2017, the
Court issued an order extending the Debtor's exclusive period to
file a Chapter 11 Plan until Oct. 24.

The Debtor tells the Court that its exclusive period to file and
solicit acceptances of a plan and disclosure statement should be
extended as the Debtor is negotiating with creditors and working on
a plan.  The Debtor is working to resolve claim objections and to
draft its exit plan.  So that Debtor can finish those tasks, it
seeks a two-month extension of the exclusivity period.

The Debtor continues to operate its business and manage its affairs
as a debtor in possession under Sections 1107 and 1108 of the U.S.
Bankruptcy Code.  The Debtor has sold its principal asset -- a
portion of a building in Chicago's Loop -- and now intends to
confirm a plan that will distribute the proceeds.  While it has
been formulating its plan, the Debtor has also been negotiating
with creditors to resolve potential claim objections.  The Debtor
is negotiating with creditors and drafting its plan, but it needs
more time to do so.

                About Pittsfield Development LLC

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, its 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.  The Debtor tapped Kenneth W.
Pilota P.C. as special real estate tax counsel; Thompson Coburn
LLP, as special real estate tax appeal counsel; and Imperial Realty
Company, as real estate broker.


POINT.360: Files for Chapter 11 with $15 Million in Debt
--------------------------------------------------------
Point.360 (OTC-Pink: PTSX), a provider of integrated media
management services, sought Chapter 11 bankruptcy protection for
breathing room to deal with $15 million in debt.

The Debtor has sought a hearing on shortened notice of its motion
to use cash collateral and access DIP financing.

"The Debtor had to file for relief due to expiration of 3-day
notice on critical business facility.  Shortened time for hearing
is necessary as Debtor cannot use cash in operations absent
approval to use cash collateral.  The Debtor operates a substantial
video post-production business with over 275 employees.  Use of
cash in operations is necessary to maintain the Debtor's business
as a going concern," the Debtor's attorney, Lewis R. Landau, said
in court filings.

"The Debtor's next payroll is due Friday, October 13, 2017 and thus
prepetition payroll approval cannot await a hearing on regular
notice."

The Company said in a statement that it intends to use the filing
to reorganize its capital structure and gain access to liquidity,
reduce costs and liabilities, optimize its operations and locations
to meet customer demands and create the most value for
stakeholders.  The Company is considering all possible options for
maximizing stakeholder value, including further consolidation of
facilities.  The Company believes that the restructuring will allow
it to become more competitive in today's post production market.
It is also reviewing investment options with existing stakeholders
and third parties.

The Company expects to continue its operations without interruption
during the pendency of the Chapter 11 Case.

During the restructuring process, the Company plans to continue to
operate its business as usual and to fulfill customer orders and
pay vendors.  The Company has filed with the Bankruptcy Court, and
anticipates receiving approval of, customary motions to allow the
Company to make certain necessary payments to employees and vendors
that will ensure continued operations through the restructuring and
beyond.

                          Entry of Judgment

The Company said in an Oct. 10, 2017, filing with the Securities
and Exchange Commission that on Oct. 6, 2017, it and REEP OFC 2300
Empire CA LLC, the landlord of the Company's leased facility at
2300 Empire Ave., Burbank CA 91504, entered into a Stipulation for
Entry of Judgment.  The Agreement provides that (i) the December
31, 2017 expiration date of the lease for the Premises will be
accelerated to December 4, 2017; (ii) the Company will return
possession of the Premises and pay to the landlord approximately
$0.9 million for past due rent and damages by Dec. 4, 2017; and
(iii) assuming the Company complies with (ii) above, the landlord
will not assert any administrative priority claim for any
post-petition rent or charges for the period of occupancy prior to
December 4, 2017.

                        $15 Million in Debt

The Company's balance sheet at March 31, 2017, showed $11.14
million in assets and $14.78 million in liabilities.  The Company's
filing of a bankruptcy petition constitutes an event of default
that could accelerate the Company's obligations under the following
debt instruments:

    * Term Loan Agreement and related Security Agreement, both
      dated as of July 8, 2015, among Point.360, Medley Capital
      Corporation and Medley Opportunity Fund II LP.

    * Amended and Restated Loan and Security Agreement dated
      July 13, 2016 between the Company and Austin Financial
      Services, Inc.

As of Oct. 10, 2017, the Company had approximately (i) $6.4 million
in outstanding obligations under the Medley Agreements, and (ii)
$2.4 million outstanding under the Austin Agreement.

The Debt Instruments provide that as a result of the commencement
of the Chapter 11 Case, the principal and accrued interest due
thereunder shall be automatically and immediately due and payable.
Any efforts to enforce such payment obligations under the Debt
Instruments are automatically stayed as a result of the filing of
the Bankruptcy Petition, and the creditors' rights of enforcement
in respect of the Debt Instruments are subject to the applicable
provisions of the Bankruptcy Code and orders of the Bankruptcy
Court.

The Company's filing of a Bankruptcy Petition could also constitute
an event of default under each of these facility operating leases:

   * Lease Agreement (Media Center) dated March 29, 2006,
     between the Company and LEAFS Properties, LP.

   * Standard Industrial/Commercial Single-Tenant Lease-Net
     (Hollywood Way) dated Oct. 11, 2016 between Point.360
     and HWAY LLC.

   * Lease Agreement (Empire) effective as of July 1, 2015
     (entered into August 24, 2015) between Point.360 and
     Walton Empire Center V, L.L.C. (lease subsequently
     assumed by REEP OFC 2300 Empire CA LLC).

As a result of the filing, the landlords of the facilities may have
the right to terminate the leases, regain possession, and require
the Company to pay rent and damages as provided in the leases
subject to the applicable provisions of the Bankruptcy Code and
orders of the Bankruptcy Court.

                         About Point.360

Point.360 (PTSX) -- http://www.point360.com/and
http://www.mvf.com/-- is a value add service organization
specializing in content creation, manipulation and distribution
processes integrating complex technologies to solve problems in the
life cycle of Rich Media.  With locations in greater Los Angeles,
Point.360 performs high and standard definition audio and video
post production, creates virtual effects and archives and
distributes physical and electronic Rich Media content worldwide,
serving studios, independent producers, corporations, non-profit
organizations and governmental and creative agencies.  Point.360
provides the services necessary to edit, master, reformat and
archive clients' audio and video content, including television
programming, feature films and movie trailers.  Point.360's
interconnected facilities provide service coverage to all major
U.S. media centers.

Point.360 on Oct. 10, 2017, filed a voluntary petition for
reorganization under Chapter 11 of the U.S. Bankruptcy Code (Bankr.
C.D. Cal. Case No. 17-22432).  Haig S. Bagerdjian, the Company's
Chairman, President and CEO, signed the petition.

No trustee has been appointed, and the Company will continue to
operate its business as "debtor in possession" under the
jurisdiction of the Court and in accordance with the applicable
provisions of the Bankruptcy Code and orders of the Court.

The Debtor had total assets of $11.14 million and total debt of
$14.77 million as of March 31, 2017.

The Hon. Julia W. Brand is the case judge.

Lewis R. Landau, Attorney At Law, in Calabasas, California, serves
as counsel to the Debtor.


PRO-TECH AUTO: Court Prohibits Use of Cash Collateral
-----------------------------------------------------
The Hon. Alan C. Stout of the U.S. Bankruptcy Court for the Western
District of Kentucky has granted the request of Cecilian Bank,
successor by merger with secured creditor The Farmers Bank, to
prohibit Pro-Tech Auto & Marine, Inc.'s use of cash collateral.

The Debtor will immediately cease the use of Cecilian Bank's cash
collateral which includes proceeds now existing or hereafter
acquired from the sale and disposition of the Debtor's new and used
boat, motor and trailer inventory.  The Debtor will provide
Cecilian Bank with a full and complete accounting of the cash
collateral that was or is in its possession, custody or control
including, but not limited to, cash collateral on hand as of the
Petition Date and the use of any cash collateral since the Petition
Date.  The Debtor will immediately segregate any cash collateral
currently in its possession, custody or control.

A copy of the Order is available at:

          http://bankrupt.com/misc/kywb17-32628-42.pdf

                 About Pro-Tech Auto & Marine

Pro-Tech Auto & Marine, Inc., filed a Chapter 11 bankruptcy
petition (Bankr. W.D. Ky. Case No. 17-32628) on Aug. 16, 2017.
Sandra D. Freeburger, Esq., at Deitz Shields & Freeburger, LLP,
serves as bankruptcy counsel to the Debtor.  The Debtor's assets
and liabilities are both below $1 million.


QUALITY OIL: Sale of All Assets to Chromatic Industries Approved
----------------------------------------------------------------
Judge Marvin Isgur of the U.S. Bankruptcy Court for the Southern
District of Texas authorized Quality Oil Tools, LLC, and QOT
Holding Co., LLC to sell substantially all their assets to
Chromatic Industries, LLC.

The Debtors conducted the Auction on Oct. 5, 2017.  The sale
hearing was held on Oct. 10, 20l7.

The sale is free and clear of all Liens, claims and interests of
any kind or nature whatsoever.

The Agreement as modified by the Order and all of the terms and
conditions thereof are approved.

Pursuant to sections 105(a) and 365 of the Bankruptcy Code, and
subject to and conditioned upon the Closing of the Sale, the
applicable Debtor's assumption and assignment to the Purchaser, and
the Purchaser's assumption on the terms set forth in the Agreement
as modified by the Order, of the Assigned Contracts is approved.
The Purchaser also reserves the right through the date of Closing
to assume any additional contracts which were not designated for
assumption in the Agreement.

With respect to objections to any Cure Amounts that remain
unresolved as of the Sale Hearing, such objections will be resolved
by a future Court hearing to be set at the request of the Debtors,
the Purchaser and/or the respective counterparty.

The Order authorizes payment of claims by the Debtors only as
expressly set forth in the Order, under the Agreement, or under the
Bid Procedures Order.

All time periods set forth in the Order will be calculated in
accordance with Bankruptcy Rule 9006(a).

The Order will take effect immediately and will not be stayed
pursuant to Bankruptcy Rules 6004(g), 6004(h), 6006(d), 7062, 9014
or otherwise.  The Debtors and the Purchaser are authorized to
close the Sale immediately upon entry of the Order in accordance
with and subject in all respects to the terms and conditions of the
Agreement.

                    About Quality Oil Tools

Jennings, Louisiana-based Quality Oil Tools LLC --
http://www.qualityoiltools.com/-- is a manufacturer and servicer
of pressure control equipment such as gate valves, check valves,
and choke and kill manifolds used by contractors and operators
worldwide.  The company offers a full line of 5,000 through
15,000-psi gate valves and various sizes and pressures of
hydraulically operated drilling chokes with both single and dual
control consoles.  

Quality Oil Tools LLC and QOT Holding Company LLC sought protection
under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Case Nos.
17-33807 and 17-33808) on June 18, 2017.  John Bradley Mitchell,
general manager and CEO, signed the petitions.  

At the time of the filing, Quality Oil Tools estimated assets of $1
million to $10 million and liabilities of $10 million to $50
million.  QOT Holding Company  estimated assets of less than
$50,000 and liabilities of $10 million to $50 million.  

Judge Marvin Isgur presides over the case.

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


R & R MOBILE: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: R & R Mobile Park, Inc.
           aka R & R Mobile Home Park, Inc.
        8 Carls Place
        Riverhead, NY 11901

Type of Business: R & R Mobile Park, Inc. is an operator of a
                  mobile home site in Riverhead, New York.

Chapter 11 Petition Date: October 11, 2017

Case No.: 17-76258

Court: United States Bankruptcy Court
       Eastern District of New York (Central Islip)

Judge: Hon. Alan S. Trust

Debtor's Counsel: Arnold Mitchell Greene, Esq.
                  ROBINSON BROG LEINWAND GREENE
                  GENOVESE & GLUCK P.C.
                  875 Third Avenue, 9th Floor
                  New York, NY 10022
                  Tel: (212) 603-6399
                  Fax: (212) 956-2164
                  E-mail: amg@robinsonbrog.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $500,000 to $1 million

The petition was signed by Ted Konugkis, president.

The Debtor did not file a list of its 20 largest unsecured
creditors together with the petition.

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

          http://bankrupt.com/misc/nyeb17-76258.pdf


RADIAL HOLDINGS: Moody's Withdraws B3 Corporate Family Rating
-------------------------------------------------------------
Moody's Investors Service withdrew Radial Holdings, L.P.'s
Corporate Family Rating (CFR) of B3, Probability of Default Rating
(PDR) of B3-PD, senior secured first lien revolver rating of B2,
senior secured first lien term loan rating of B2, and senior
secured second lien term loan rating of Caa2.

Ratings Withdrawn:

Issuer: Radial Holdings, L.P.

Corporate Family Rating of B3

Probability of Default Rating of B3-PD

Senior secured first lien revolver due 2020 of B2 (LGD3)

Senior secured first lien term loan due 2021 of B2 (LGD3)

Senior secured second lien term loan due 2022 of Caa2 (LGD5)

Outlook of Negative

RATINGS RATIONALE

The withdrawal of these ratings follows the October 9, 2017
announcement that Radial will be acquired by bpost. Moody's will no
longer have sufficient information to maintain ratings.

Moody's has decided to withdraw the ratings because it believes it
has insufficient or otherwise inadequate information to support the
maintenance of the ratings.

Radial, headquartered in King of Prussia, Pennsylvania, provides
retailers with solutions for ecommerce logistics and omnichannel
technology.


RCWE HOLDING: Wants Exclusive Plan Filing Deadline Moved to Jan. 8
------------------------------------------------------------------
RCWE Holding Company asks the U.S. Bankruptcy Court for the Western
District of Pennsylvania to extend the exclusivity periods for the
Debtor to file a plan of reorganization until Jan. 8, 2018, and
solicit acceptances of the plan until Feb. 9, 2018.

Absent an extension, the Debtor has the exclusive right to file a
plan until Oct. 10, 2017.  Furthermore, the Debtor has the
exclusive right to obtain acceptances of the plan until Dec. 9.

The Debtor tells the Court that the extension of the Plan
exclusivity period will allow the proof of claim deadline to pass
and provide the Debtor time to formulate a Plan by working with all
creditors asserting claims in this case.

The proof of claim deadline is currently set for Nov. 16, 2017, and
the government proof of claim deadline is Dec. 11.

The Debtor's Monthly Operating Reports filed with the Court
indicate that the Debtor is demonstrating a strong prospect of
filing a viable plan.   The Debtor assures the Court that it is not
seeking to extend exclusivity to pressure creditors, rather, it is
seeking to extend the exclusivity period in order to address all
creditors who might file a claim up through the claims deadline
which has not yet passed.

                   About RCWE Holding Company

Headquartered in Erie, Pennsylvania, RCWE Holding Company filed for
Chapter 11 bankruptcy protection (Bankr. W.D. Pa. Case No.
17-10597) on June 12, 2017, estimating its assets and liabilities
at between $1 million and $10 million.  The petition was signed by
Mr. Ken Smith, member of the Board of Directors.

Judge Thomas P. Agresti presides over the case.

Guy C. Fustine, Esq., at Knox Mclaughlin Gornall & Sennett, P.C.,
serves as the Debtor's bankruptcy counsel.


REVOLUTION ALUMINUM: Court Approves L. Sikes as Chapter 11 Trustee
------------------------------------------------------------------
Judge John W. Kolwe of the U.S. Bankruptcy Court for the District
of Louisiana approved the appointment of Lucy Sikes as Trustee in
the bankruptcy case of Revolution Aluminum Propco, LLC.

              About Revolution Aluminum Propco

Revolution Aluminum Propco, LLC, is a Louisiana company established
in 2015.  It owns a real property comprised of approximately 1,400
acres in Pineville, Louisiana.  The property, which is the
Company's sole asset, is an industrial park and the former site of
a paper mill.

Revolution Aluminum Propco is 100% owned by its parent company,
Revolution Aluminum LLC, and is managed by Roger Boggs.

Ryan & Associates, Inc., Engineered Products, Inc., and Tina J.
Hertzel filed an involuntary Chapter 11 case (Bankr. W.D. La., Case
No. 16-81024) against Revolution Aluminum Propco on Sept. 15, 2016.
The Court entered an order officially placing the Debtor in
bankruptcy on Feb. 1, 2017.

The petitioning creditors are represented by Bradley L. Drell,
Esq., at Gold, Weems, Bruser, Sues & Rundell.  

Steffes, Vingiello & McKenzie, LLC, serves as the Debtor's
bankruptcy counsel.  The Debtor hired Beau Box Real Estate as real
estate broker and manager.

On March 16, 2017, the Office of the U.S. Trustee appointed an
official committee of unsecured creditors.  The committee hired
Gold Weems Bruser Sues & Rundell, APLC, as counsel.


ROCKLINE VAC SYSTEMS: J. Fernandez Seeks Ch. 11 Trustee Appointment
-------------------------------------------------------------------
Creditor John M. Fernandez filed a motion asking the U.S.
Bankruptcy Court for the Southern District of Florida to convert
Rockline VAC Systems, Inc.'s case to a chapter 7 proceeding, or to
appoint a Chapter 11 Trustee, or to dismiss the case.

Fernandez contends that conversion of the case to a chapter 7
proceeding or the appointment of a chapter 11 trustee is
appropriate and warranted. The Debtor and its principal have shown
absolutely no regard or respect for the judicial system.
Pre-petition, the Debtor (and its principal) demonstrated their
complete disregard for the court system by their blatant failure to
comply with court orders and make appropriate and adequate
disclosure. The Debtor and its principal have already been found in
contempt by the state court and this behavior continued with the
Receiver. The bankruptcy filing was on the eve of the state court's
ratification of the Receiver's findings and recommendations. The
state court orders of contempt and the Receiver's speak for
themselves.

The Debtor's contempt for the court system and the judicial system
did not stop with the filing of this bankruptcy proceeding.
Instead, the Debtor's failure to comply with the law has continued
by virtue of the Debtor???s failure to seek and obtain
authorization for its continued use of cash collateral.

Accordingly, it is appropriate for the Court to convert the
proceeding to a chapter 7 or appoint a chapter 11 trustee.

Finally, should the Court determine that it is not appropriate to
either convert the case to a chapter 7 proceeding or appoint a
chapter 11 trustee, Fernandez requests that the Court dismiss the
case with prejudice. The case was filed on the eve of the state
court's ratification of the Receiver's findings. The Debtor has
only filed this proceeding to further delay Fernandez in his
collection efforts. It should be dismissed.

A full-text copy of Fernandez's Motion is available at:

     http://bankrupt.com/misc/flsb17-21340-19.pdf

John Fernandez is represented by:
     
     Alvin S. Goldstein
     Florida Bar No. 993621
     FURR COHEN, P.A.
     2255 Glades Road, Suite 337W
     Boca Raton, FL 33431
     (561)395-0500/ (561)338-7532 fax
     E-mail: agoldstein@furrcohen.com

             About Rockline VAC Systems, Inc.

Rockline VAC Systems, Inc., filed a Chapter 11 bankruptcy petition
(Bankr. S.D. Fla. Case No. 17-21340) on September 6, 2017. The
Debtor is represented by Chad T. Van Horn, Esq., at Van Horn Law
Group, Inc.


ROSETTA GENOMICS: Amends Financials to Reflect Canceled Operations
------------------------------------------------------------------
Rosetta Genomics Ltd. filed with the U.S. Securities and Exchange
Commission a revised consolidated financial statements for the year
ended Dec. 31, 2016.

In April 2017, the management of Rosetta Genomics determined that
the audited financial statements as of and for the year ended Dec.
31, 2016, should be restated in order to give effect to the
Company's commitment to a plan to sell its PersonalizeDx business
in order to focus on its core business.  Accordingly,
PersonalizeDx's results of operations and statement of financial
position balances are presented as discontinued operations.  All
prior periods' comparable results of operations, assets and
liabilities are retroactively reclassified to present the
discontinued operations.

As amended, the Company reported a net comprehensive loss of
US$16.23 million on US$2.03 million of total revenues for the year
ended Dec. 31, 2016, compared to a net comprehensive loss of
US$17.34 million on US$2.87 million of total revenues for the year
ended Dec. 31, 2015.  As originally reported, Rosetta Genomics had
a net loss of US$16.23 million on US$9.23 million of total revenues
for the year ended Dec. 31, 2016, compared to a net loss of
US$17.34 million on US$8.26 million of total revenues for the year
ended Dec. 31, 2015.

As of Dec. 31, 2016, Rosetta Genomics restated balance sheet showed
US$11.96 million in total assets, US$7.54 million in total
liabilities and US$4.41 million in total shareholders' equity.

The revised Financials are available for free at:

                      https://is.gd/gIgJk9

                    About Rosetta Genomics

Based in Rehovot, Israel, Rosetta Genomics Ltd. is seeking to
develop and commercialize new diagnostic tests based on a recently
discovered group of genes known as microRNAs.  MicroRNAs are
naturally expressed, or produced, using instructions encoded in DNA
and are believed to play an important role in normal function and
in various pathologies.  The Company has established a
CLIA-certified laboratory in Philadelphia, which enables the
Company to develop, validate and commercialize its own diagnostic
tests applying its microRNA technology.

As of June 30, 2017, Rosetta Genomics had US$6.20 million in total
assets, US$5.10 million in total liabilities and US$1.09 million in
total shareholders' equity.

Kost Forer Gabby & Kasierer, a member of Ernst & Young Global, in
Tel-Aviv, Israel, issued a "going concern" qualification on the
consolidated financial statements for the year ended Dec. 31, 2016,
citing that the Company has recurring losses from operations and
has limited liquidity resources that raise substantial doubt about
its ability to continue as a going concern.


ROSETTA GENOMICS: Incurs US$2.1 Million Net Loss in Second Quarter
------------------------------------------------------------------
Rosetta Genomics Ltd. reported a net comprehensive loss of US$2.07
million on US$870,000 of revenues for the three months ended June
30, 2017, compared to a net comprehensive loss of US$3.39 million
on US$404,000 of revenues for the three months ended June 30,
2016.

For the six months ended June 30, 2017, Rosetta Genomics reported a
net comprehensive loss of US$4.58 million on US$1.61 million of
revenues compared to a net comprehensive loss of US$7.43 million on
US$788,000 of revenues for the same period during the prior year.

As of June 30, 2017, Rosetta Genomics had US$6.20 million in total
assets, US$5.10 million in total liabilities and US$1.09 million in
total shareholders' equity.

During the six-month period ended June 30, 2017, and the year ended
Dec. 31, 2016, the Company incurred operating losses from continued
operation amounting to US$2,904,000 and US$13,184,000 respectively.
The Company will be required to obtain additional liquidity
resources in the near term in order to support its activities.

As of June 30, 2017, the Company's cash position (cash and cash
equivalents and short-term bank deposits) totaled approximately
US$1,325,000.  The Company is addressing its liquidity issues by
implementing initiatives to allow the coverage of budget deficit.
On Sept. 5, 2017, subsequent to the balance sheet date, the Company
announced the implementation of a plan to reduce annual operating
expenses through the reduction in employee and contractor headcount
across several departments as well as expense control across in
various areas of discretionary spending.  The Company's current
operating plan includes various assumptions concerning the level
and timing of cash receipts from sales and cash outlays for
operating expenses and capital expenditures.  The Company's ability
to successfully carry out its business plan is primarily dependent
upon its ability to (1) obtain sufficient additional capital, (2)
attract and retain knowledgeable employees, (3) increase its cash
collections and (4) generate significant additional revenues.  The
Company gives no assurances, however, that it will be successful in
obtaining an adequate level of financing needed for the long-term
development and commercialization of its products.

A full-text copy of the Form 6-K report is available for free at:

                     https://is.gd/OOhaRk

                    About Rosetta Genomics

Based in Rehovot, Israel, Rosetta Genomics Ltd. is seeking to
develop and commercialize new diagnostic tests based on a recently
discovered group of genes known as microRNAs.  MicroRNAs are
naturally expressed, or produced, using instructions encoded in DNA
and are believed to play an important role in normal function and
in various pathologies.  The Company has established a
CLIA-certified laboratory in Philadelphia, which enables the
Company to develop, validate and commercialize its own diagnostic
tests applying its microRNA technology.

Rosetta Genomics reported a net loss of US$16.23 million on US$9.23
million of total revenues for the year ended Dec. 31, 2016,
compared to a net loss of US$17.34 million on US$8.26 million of
total revenues for the year ended Dec. 31, 2015.

Kost Forer Gabby & Kasierer, a member of Ernst & Young Global, in
Tel-Aviv, Israel, issued a "going concern" qualification on the
consolidated financial statements for the year ended Dec. 31, 2016,
citing that the Company has recurring losses from operations and
has limited liquidity resources that raise substantial doubt about
its ability to continue as a going concern.


SALAD & CO. INC: Taps David C. Rubin as Legal Counsel
-----------------------------------------------------
Salad & Co., Inc. seeks approval from the U.S. Bankruptcy Court for
the Southern District of Florida to hire David C. Rubin P.A. as its
legal counsel.

The firm will advise the Debtor regarding the administration of its
Chapter 11 case; negotiate with creditors; and assist in the
preparation of a plan of reorganization.

David Rubin, Esq., disclosed in a court filing that the firm and
its attorneys are "disinterested persons" as defined in section
101(14) of the Bankruptcy Code.

The firm can be reached through:

     David C. Rubin, Esq.
     David C. Rubin P.A.
     5647 SW 69 Avenue
     Miami, FL 33143
     Phone: 305-804- 1898
     Email: david3051@aol.com

                     About Salad & Co. Inc.

Salad & Co., Inc. sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S.D. Fla. Case No. 17-20528) on August 20,
2017.

At the time of the filing, the Debtor disclosed that it had
estimated assets of less than $50,000 and liabilities of less than
$1 million.

Judge Laurel M. Isicoff presides over the case.


SEARS CANADA: Seeks Approval of Agreement with Liquidators
----------------------------------------------------------
Sears Canada at a hearing on Oct. 13, 2017, will ask the Ontario
Superior Court of Justice (Commercial List) for approval of the
Amended and Restated Agency Agreement dated as of Oct. 10, 2017,
with a contractual joint venture comprised of Gordon Brothers
Canada ULC, Merchant Retail Solutions ULC, Tiger Capital Group,
LLC, and GA Retail Canada ULC.  The Agreement provides for the
liquidation of Sears Canada's remaining locations, including 74
Full-Line stores and 8 Home Stores.

In July 2017, Sears Canada won approval for the orderly liquidation
of the inventory and furniture, fixtures and other store equipment
("FF&E") at 45 retail store locations which had been identified for
closure at the outset of the CCAA proceedings ("First
Liquidation").

On Aug. 8, 2017, BMO Capital Markets, on behalf of Sears Canada and
with the assistance of the Monitor, commenced a request for
proposal process to solicit proposals from third party liquidators
to assist Sears Canada in the orderly liquidation of inventory and
associated assets, including certain FF&E, located at all leased
and owned store and distribution centre locations that are not
currently being liquidated, excluding dealer-managed and franchisee
stores, through the conduct of "liquidation" or similar themed
sales (Phase II Liquidation).

On Aug. 31,2017 , three sets of proposals were received from
potential liquidators, and all three proposals were subsequently
updated as part of the negotiation process.  After considering all
three of the proposals submitted, the Applicants selected Gordon
Brothers Canada ULC and Merchant Retail Solutions ULC -- Agent --
as the successful bidder.

Following the RFP process, Sears Canada and the Agent negotiated
and executed, subject to Court approval, an agency agreement dated
as of Oct. 7, 2017, pursuant to which the Agent would serve as the
Applicants' exclusive agent and mandatary for the purpose of
disposing of the Merchandise and liquidating the FF&E located in
the Remaining Closing Locations.

On Oct. 10,2017, the Agent provided Sears Canada with notice that
the transactions contemplated by the Agency Agreement would be
syndicated with Tiger Capital Group, LLC and GA Retail Canada ULC.

The Amended and Restated Agency Agreement contemplates the sale of
the Merchandise and FF&E to commence on Oct. 19, 2017 and to
conclude no later than Jan. 21, 2018, or such other dates agreed to
by Sears Canada, the Syndicated Agent, the Monitor and the DIP
Lenders.

                   Terms of Agency Agreement

Mark Caiger, Managing Director of Mergers and Acquisitions at BMO
Nesbitt Burns Inc. operating as BMO Capital Markets, says the
Agent's proposal for the phase II liquidation is economically
superior to the liquidation sale transaction contemplated by the
First Agency Agreement which was approved by the Court for the
First Liquidation Process.

In particular, the Agent's proposal provides that:

    (i) Sears Canada will receive a net minimum guarantee of 83% of
the aggregate Cost Value of the Full-Line Merchandise (as opposed
to 80% under the First Agency Agreement);

   (ii) the Agent's fee is 4% (as opposed to 5% under the First
Agency Agreement);

   (iii) the remaining proceeds of the sale will be shared 25% to
the Agent and 75% to Sears Canada (as opposed to 50% to each under
the First Agency Agreement); and

    (iv) the Agent will receive l5% commission on the proceeds of
all sales of FF&E (as opposed to 17.5% in the First Agency
Agreement).

The Amended and Restated Agency Agreement contemplates the sale of
applicable inventory, sundry goods, and FF&E to commence on Oct.
19, 2017, and to conclude by no later than January 21,2018, or such
other dates agreed to by the Company and the Syndicated Agent, with
the approval of the Monitor and the DIP Lenders.

The Amended and Restated Agency Agreement does not authorize the
Syndicated Agent to supplement or augment the Merchandise during
the Sale Term.

The Amended and Restated Agency Agreement further provides that the
Syndicated Agent will serve as Sears Canada's exclusive agent and
mandatary for the limited purpose of conducting the Sale, disposing
of the Merchandise and liquidating the FF&E in the Remaining
Closing Locations, as well as the FF&E located in Sears Canada's
distribution centers, if Sears Canada so elects.

As a guaranty of the Syndicated Agent's performance in respect of
Full-Line Stores, the Amended and Restated Agency Agreement
provides that Sears Canada shall receive a net minimum guarantee of
83% of the aggregate Cost Value of the Full-Line Merchandise --
Full-Line Guaranteed Amount -- computed in accordance with the
Amended and Restated Agency Agreement and subject to certain
adjustments if: (i) the aggregate Cost Value of the Full-Line
Merchandise is less than $391 million or more than $411 million;
and/or (ii) the Cost Value of the Full-Line Merchandise as a
percentage of the Retail Price of the Merchandise exceeds 52.5%.

As a guaranty of the Syndicated Agent's performance in respect of
Home Stores, the Syndicated Agent guarantees that Sears Canada
shall receive a net minimum guarantee of 52.5% of the aggregate
Cost Value of the Home Store Merchandise (the "Home Store
Guaranteed Amount", and together with the Full-Line Guaranteed
Amount, the "Guaranteed Amount"), computed in accordance with the
Amended and Restated Agency Agreement, and subject to certain
adjustments if: (i) the aggregate Cost Value of the Home Store
Merchandise is less than $9 million or more than $10 million;
and/or (ii) the Cost Value of the Home Store Merchandise as a
percentage of the Retail Price of the Merchandise exceeds 59.9%.

The Amended and Restated Agency Agreement provides that, on the
date that is one business day prior to the Sale Commencement Date,
the Syndicated Agent shall pay to Sears Canada an amount equal to
80% of the estimated Guaranteed Amount with respect to Merchandise
(other than In-Transit Merchandise) and Distribution Center
Merchandise.

To secure the Syndicated Agent's obligations under the Amended and
Restated Agency Agreement, including the obligation to pay the
balance of the Guaranteed Amount and the Expenses, the Syndicated
Agent shall deliver to Sears Canada one or more irrevocable and
unconditional standby letters of credit in the aggregate original
face amount equal to 20% of the estimated Guaranteed Amount, plus
an amount equal to three weeks' estimated Expenses, in accordance
with the terms of the Amended and Restated Agency Agreement. The
face amount of the letter of credit will, upon the Syndicated
Agent's request, be reduced by payments received by Sears Canada on
account of the Guaranteed Amount after the commencement of the Sale
provided that the face amount of the letter of credit will not be
reduced to less than the parties' estimate of three weeks' worth of
Expenses.

A copy of the Motion is available at:

       http://bankrupt.com/misc/Sears_M_Ph2_Liquidation.pdf

The Liquidators:

         GORDON BROTHERS CANADA ULC
         c/o Gordon Brothers Group
         Prudential Tower
         800 Boylston Street
         Boston, MA 02119
         Attn: Mackenzie Shea
         Tel: 617.422.6519
         E-mail: mshea@gordonbrothers.com

              - and -

         MERCHANT RETAIL SOLUTIONS ULC
         C/o Hilco Merchant Resources, LLC
         5 Revere Drive, Suite 206
         Northbrook, IL 60062 USA
         Attention: Ian S. Fredericks
         Tel: (847) 418-207s
         Fax: (847) 897-08s9
         E-mail: ifredericks@hilcotrading.com

             - and -

         TIGER CAPITAL GROUP, LLC
         60 State Street, 11th Floor,
         Boston, MA 02109 USA
         Attention: Bradley W. Snyder
         E-mail: bsnyder@tigersroup.com

                - and -

         GREAT AMERICAN GROUP, LLC
         21255 Burbank Blvd., Suite 400
         Woodland Hills, CA 91367

Lawyers for Gordon Brothers Canada ULC and Merchant Retail
Solutions ULC:

         DAVIES WARD PHILLPS & VINEBERG LLP
         1501, av. McGill College, Suite 2600
         Montreal, Quebec H3A 3N9
         Jay A. Swartz
         Tel: +l416.863.5520
         Denis Ferland
         Tel: +1514.841.6423
         Fax: +1514.841.6499
         E-mail: jswartz@dwpv.com
                 dferland@dwpv.com

                      About Sears Canada

Sears Canada Inc. is an independent Canadian digital and
store-based retailer and technology company whose head office is
based in Toronto.  Sears Canada's unique brand format offers
premium quality Sears Label products, designed and sourced by Sears
Canada, and of-the-moment fashion and home decor from designer
labels in The Cut @ Sears.  Sears Canada also has a top ranked
appliance and mattress business in Canada.  Sears Canada is
undergoing a reinvention, including new customer experiences at
every touchpoint, a new e-commerce platform, new store concepts,
and a new set of customer service principles designed to deliver
WOW experiences to customers.  Information can be found at
sears.ca/reinvention.  Sears Canada operates as a separate entity
from its U.S.- based co-founder, now known as Sears Holdings Corp.
based in Illinois.

The Company's balance sheet as of April 29, 2017, showed total
assets of C$1.187 billion against total liabilities of C$1.107
billion.

Amid mounting losses and liquidity constraints Sears Canada and
certain of its subsidiaries on June 22, 2017, applied to the
Ontario Superior Court of Justice (Commercial List) for protection
under the Companies' Creditors Arrangement Act ("CCAA"), in order
to continue to restructure its business.

Sears Canada and its subsidiaries on June 22, 2017, were granted an
order (the "Initial Order") under the Companies' Creditors
Arrangement Act (the "CCAA").  Pursuant to the Initial Order, FTI
Consulting has been appointed Monitor.  Sears Canada and certain of
its subsidiaries have obtained orders from the Ontario Superior
Court of Justice (Commercial List) extending the stay period
provided by the Initial Order to Nov. 7, 2017, under the CCAA.

The Company has engaged BMO Capital Markets, as financial advisor,
and Osler, Hoskin & Harcourt LLP, as legal advisor.  The Board of
Directors and the Special Committee of the Board of Directors of
the Company has retained Bennett Jones LLP, as legal advisor.

FTI Consulting is the Court-appointed monitor.  The Monitor tapped
Norton Rose Fulbright Canada LLP as counsel.


SEARS CANADA: Stranzl Still in Talks with Stakeholders
------------------------------------------------------
Mark Caiger, Managing Director of Mergers and Acquisitions at BMO
Nesbitt Burns Inc. operating as BMO Capital Markets, the sale
advisor of Sears Canada Inc., said in a court filing Oct. 10, 2017,
that Brandon Stranzl, Sears Canada, who stepped down as CEO to
submit a going concern offer for the business, continues to have
communications with certain stakeholders regarding a potential
going concern transaction.

On Aug. 15, 2017, Brandon Stranzl stepped away from the day-to-day
operations of Sears Canada and focused efforts on the development
of a going concern proposal for Sears Canada.

According to reports, Mr. Stranzl is backed by Blackstone Group LP
and hedge fund manager Vadim Perelman, founder of Los Angeles-based
Baker Street Capital.

On Aug. 31, 2017, BMO and the Monitor received numerous bids and
proposals in connection with the SISP, including a potential going
concern bid for Sears Canada's full line business put forward by
group led by Stranzl, who is Sears Canada's executive chairman.

A revised form of asset purchase agreement was submitted by Stranzl
on Sept. 29, 2017, but a number of critical economic terms
omitted.

On Oct. 3, 2017, the Stranzl Group provided Sears Canada and the
Monitor with updated economic terms for their bid.  These economic
terms reflected the removal of the stores that were subject to
definitive transaction agreements and resulted in less
consideration being offered as part of the going concern bid.  BMO,
Sears Canada, the Monitor and the Special Committee considered
these lower economic terms, along with the conditionality,
execution risk and timing concerns associated with the going
concern bid and the liquidity issues facing Sears Canada.  These
concerns were communicated to the Stranzl Group.  Extensive
consultations with respect to the revised bid were also held with
representatives of the DIP Lenders and the Pension Benefits
Guarantee Fund, as well as Pension Representative Counsel and
Employee Representative Counsel and their financial advisor.

According to Mr. Caiger, it was also necessary to solicit proposals
for a phase II liquidation concurrently with sale and investment
solicitation process ("SISP") to comply with Sears Canada's
obligations under the DIP Credit Agreements (as amended from time
to time), as well as to ensure that any liquidation sale could be
conducted during the December holiday season in order to maximize
recovery for all stakeholders.  On Aug. 31, 2017, three sets of
proposals were received from potential liquidators.  After
considering all three of the proposals submitted, the Applicants
selected Gordon Brothers Canada ULC and Merchant Retail Solutions
ULC (collectively, the "Agent") as the successful bidder.  Sears
Canada and the Agent negotiated and executed, subject to Court
approval, an agency agreement dated as of Oct. 7, 2017 (the "Agency
Agreement"), pursuant to which the Agent would serve as the
Applicants' exclusive agent and mandatary for the purpose of
disposing of the Merchandise and liquidating the FF&E located in
the Remaining Closing Locations.

On Oct. 3, 2017, Sears Canada entered into the Seventh Amendments
to the DIP Credit Agreements to: (i) modify minimum inventory
balance thresholds; and (ii) amend certain milestones which
required the selection of successful bids in the SISP by Sept. 25,
2017 and the commencement of store closure sales for all locations
not the subject of those bids by Sept. 27, 2017.

The Seventh Amendments include these new milestones:

   (a) a bid that is satisfactory to the DIP Lenders providing for
a liquidation sale in respect of the stores for which Sears Canada
has already entered into agreements and agreed to surrender its
leases must be delivered to the DIP Lenders by Oct. 6, 2017;

   (b) an agreement in form and substance acceptable to the DIP
Lenders must be entered into with a liquidator to undertake
liquidations of the remaining Sears Canada locations on or before
Oct. 7, 2017 (the "Acceptable Liquidation Agreement");

   (c) the Acceptable Liquidation Agreement must be approved by the
Court no later than Oct. 13, 2017; and

   (d) the Acceptable Liquidation Agreement must provide for the
commencement of a liquidation sale at the remaining Sears Canada
locations by Oct. 19,2017 ("Sale Commencement Date"), which date
can be extended to October 26,2017 in the DIP Lenders' discretion.

                           Break-Up Fee

In order to provide Sears Canada with maximum flexibility to
consider to pursue a viable going concern proposal for the business
of Sears Canada, if any, or alternatively, a more favorable
proposal for the liquidation of the inventory and FF&E, if any, the
Special Committee, BMO Nesbitt and the Monitor, after consulting
with the representatives of Sears Canada's unsecured creditors,
determined it was necessary and appropriate to continue to include
a provision in the draft agency agreement which provides Sears
Canada with the ability to terminate the agency agreement upon
payment of a break-fee and reimbursement of certain expenses.

While the Amended and Restated Agency Agreement provides for a
break fee and expense reimbursement, and as such for the
possibility of an alternate going concern transaction materializing
for Sears Canada prior to the Sale Commencement Date, no executable
going concern transaction currently exists, Mr. Caiger said.

The Stranzl Group, according to Mr. Caiger, has requested that its
deposit provided in support of the going concern transaction be
returned, and the Monitor has initiated the return of the deposit.
However, Mr. Caiger understands that Mr. Stranzl continues to have
communications with certain stakeholders regarding a potential
going concern transaction.

The Amended and Restated Agency Agreement provides Sears Canada
with the option of the terminating the agreement, with approval of
the Monitor and the Court: (i) at any time prior to 5:00 p.m. EST
on the date that is one day immediately prior to the Sale
Commencement Date solely for the purpose of (i) a pursuing a going
concern transaction; or (ii) at any time if Sears Canada is
pursuing an alternative liquidation transaction, provided that any
such proposal is received by Sears Canada prior to 5:00 p.m. EST on
Oct. 11, 2017.  In the event that Sears Canada terminates the
Amended and Restated Agency Agreement on the basis on the
foregoing, the Syndicated Agent will be entitled to receive a $2.5
million break fee and certain expense reimbursements up to a
maximum amount of $2.05 million.

                      About Sears Canada

Sears Canada Inc. is an independent Canadian digital and
store-based retailer and technology company whose head office is
based in Toronto.  Sears Canada's unique brand format offers
premium quality Sears Label products, designed and sourced by Sears
Canada, and of-the-moment fashion and home decor from designer
labels in The Cut @ Sears.  Sears Canada also has a top ranked
appliance and mattress business in Canada.  Sears Canada is
undergoing a reinvention, including new customer experiences at
every touchpoint, a new e-commerce platform, new store concepts,
and a new set of customer service principles designed to deliver
WOW experiences to customers.  Information can be found at
sears.ca/reinvention.  Sears Canada operates as a separate entity
from its U.S.-based co-founder, now known as Sears Holdings Corp.
based in Illinois.

The Company's balance sheet as of April 29, 2017, showed total
assets of C$1.187 billion against total liabilities of C$1.107
billion.

Amid mounting losses and liquidity constraints Sears Canada and
certain of its subsidiaries on June 22, 2017, applied to the
Ontario Superior Court of Justice (Commercial List) for protection
under the Companies' Creditors Arrangement Act ("CCAA"), in order
to continue to restructure its business.

Sears Canada and its subsidiaries on June 22, 2017, were granted an
order (the "Initial Order") under the Companies' Creditors
Arrangement Act (the "CCAA").  Pursuant to the Initial Order, FTI
Consulting has been appointed Monitor.  Sears Canada and certain of
its subsidiaries have obtained orders from the Ontario Superior
Court of Justice (Commercial List) extending the stay period
provided by the Initial Order to Nov. 7, 2017, under the CCAA.

The Company has engaged BMO Capital Markets, as financial advisor,
and Osler, Hoskin & Harcourt LLP, as legal advisor.  The Board of
Directors and the Special Committee of the Board of Directors of
the Company has retained Bennett Jones LLP, as legal advisor.

FTI Consulting is the Court-appointed monitor.  The Monitor tapped
Norton Rose Fulbright Canada LLP as counsel.


SIERRA CHEMICAL: Nov. 15 Auction of All Assets Set
--------------------------------------------------
Judge Bruce T. Beesley of the U.S. Bankruptcy Court for the
District of Nevada authorized Sierra Chemical Co.'s bidding
procedures in connection with the sale of all assets to Thatcher
Co. of California for $600,000 in cash plus $500,000 in net
operating capital, subject to overbid.

The sale of the Debtor's assets is set for Nov. 15, 2017 at 10:00
a.m. (PST) in open court.

A hearing on the Motion was held on Oct. 2, 2017 at 10:00 a.m.
(PST).

The sale will be free and clear of all liens, claims, encumbrances
and interests.

The salient terms of the Bidding Procedures are:

     a. The Stalking Horse Bidder's APA, as Amended by the
Addendum, is approved as the Opening Bid.

     b. At least five days before the Sale (i.e., Nov. 10, 2017),
any person or entity wishing to enter a competing bid must make an
earnest money deposit in the amount of $60,000, delivered to the
Harris Law Practice LLC Client Trust Account.

     c. If there are no qualified bidders at the Sale, the Court
will accept the Stalking Horse Bid as the winning bid, and will set
the Sale for confirmation immediately following the Sale.

     d. Bid Increments: $30,000

     e. The winning bidder must close on the sale within five
business day from the date of entry of an Order confirming the
sale.  If the winning bidder defaults in closing, it will forfeit
its deposit.

     f. If the Stalking Horse Bidder is not the winning bidder, the
Stalking Horse Bidder will be entitled to a break-up fee of
$30,000.

The Debtor will promptly file and serve a Notice of Sale, and
Notice of Sale Hearing, with complete bid procedures, on all
scheduled creditors, except the employee creditors.  The Court
approved limiting notice to exclude employees.

The Debtor is permitted to assume and assign the executory
contracts identified in the Motion and its exhibits.

Bankruptcy Rule 6004(h) is waived.

                   About Sierra Chemical Co.

Headquartered in Sparks, Nevada, Sierra Chemical Co., a Carus Group
Inc. company, manufactures and distributes environmental chemicals
for the municipal, agricultural, mining, and industrial markets.
Founded in 1959, Sierra Chemical Co. --
http://www.caruscorporation.com/page/sierra-chemical-- started as
a compressed gas supplier in Northern Nevada.  The business grew to
become a full line supplier to the industrial, mining, and
municipal markets in Nevada. Sierra expanded into Northern
California in the mid 1990's and established a production facility
in Stockton, California.

Sierra Chemical Co. was acquired by Carus Group Inc. in 2011.  As a
result, Sierra's product line has expanded to include CAIROX
Potassium Permanganate, CARUSOL Sodium Permanganate, and the Carus
Phosphates Family of products.

Sierra Chemical filed for Chapter 11 bankruptcy protection (Bankr.
D. Nev. Case No. 17-51019) on Aug. 30, 2017, estimating its assets
at between $1 million and $10 million and liabilities at between
$10 million and $50 million.  The petition was signed by David J.
Kuzy, its president.

Judge Bruce T. Beesley presides over the case.

Robert R. Benjamin, Esq., Anthony J. D'Agostino, Esq., Caren A.
Lederer, Esq., and Barbara L Yong, Esq., at Golan Christie Taglia
LLP; and Stephen R Harris, Esq., at Harris Law Practice LLC, serve
as the Debtor's bankruptcy counsel.


SIMMONS FOODS: Moody's Rates Proposed $550MM 2nd Lien Notes B3
--------------------------------------------------------------
Moody's Investors Service assigned a B3 rating to Simmons Foods,
Inc.'s proposed $550 million seven-year second lien notes being
offered. Net proceeds from the offering will be used for general
corporate purposes, including to repay $65 million of outstanding
borrowings under the company's credit facility and to fund the
retirement of $415 million 7.875% second lien secured notes due
2021. The rating outlook is stable.

Moody's has taken the following rating actions:

Simmons Foods, Inc.

Ratings assigned:

Proposed $550 million second lien notes due 2024 at B3 (LGD4).

Ratings to be withdrawn upon completion of proposed note offering:

$415 million second lien notes due 2021 rated B3 (LGD4).

The rating outlook is stable.

The B3 rating on the senior secured second-lien notes is one notch
below the B2 Corporate Family Rating. This reflects the effective
subordination of these instruments to the company's $275 million
first lien revolving credit facility expiring 2022.

Simmons plans to use proceeds from the offering to repay the $65
million that is outstanding under its revolving credit facility. In
addition, the company will fund a tender offer, also launched, for
its $415 million 7.875% second lien secured notes due 2021, which
are callable as of October 1, 2017. The tender premium being
offered is approximately $29 million. The remaining proceeds will
be used to pay transaction cost and to supplement cash balances.

RATINGS RATIONALE

Simmons' B2 Corporate Family Rating reflects the company's high
sales concentration (over 50%) in the volatile poultry processing
industry and limited free cash flow due to heavy capital spending.
The rating is supported by Simmons' good liquidity, solid and
improving performance in its pet food operations and relatively
stable performance in its chicken processing operations.

The stable outlook reflects Moody's expectation that Simmons will
generate relatively stable overall operating performance and modest
financial leverage over the next 12 to 18 months. These credit
supports are balanced against free cash flow defecits over this
same period due mainly to aggressive investments in capacity
expansion. As a result, Moody's expects that debt/EBITDA will rise
to about 4.5x at closing of the proposed issuance -- no other debt
will be outstanding -- and will decline gradually thereafter
through earnings growth.

An upgrade to Simmons' B2 Corporate Family rating could occur if
the company establishes a track record of stable operating
performance and positive free cash flow, and if debt/EBITDA
approaches 3.0 times. A downgrade could occur if debt/EBITDA is
sustained above 4.5 times or if the company's liquidity
deteriorates.

The principal methodology used in these ratings was that for the
Global Protein and Agriculture Industry published in June 2017.

Simmons Foods, Inc. and affiliates, headquartered in Siloam
Springs, Arkansas, is a vertically integrated poultry processor,
and the largest private label manufacturer of canned pet food in
the United States and Canada. The company generates sales through
three primary business groups: Poultry (59%); Pet Food (34%); and
Protein (7%), which includes Simmons' rendering operations. The
company is principally owned and controlled by members of the
Simmons family. Annual net sales are approximately $1.5 billion.


SIMMONS FOODS: S&P Rates New $550MM 2nd Lien Notes 'B'
------------------------------------------------------
S&P Global Ratings affirmed its 'B' corporate credit rating on
Siloam Springs, Ark.-based Simmons Foods Inc. The outlook is
stable.

Simmons Foods Inc. is issuing $550 million in new second-lien notes
to refinance its existing notes, pay down its revolver, and fund
its growth capital expenditure projects over the next three to five
years. Pro-forma leverage for the transaction will exceed 4.5x, but
ongoing EBITDA growth and future free cash flows should allow the
company to meaningfully reduce leverage.

S&P said, "At the same time, we assigned a 'B' issue-level rating
on the company's new $550 million second-lien notes maturing 2024,
with a recovery rating of '4', reflecting our expectation for
average recovery (30%-50%, rounded estimate: 45%) in the event of a
payment default. We will withdraw our issue-level rating on the
company existing second-lien notes at the close of the
transaction.

"We estimate pro-forma reported debt will total $550 million at the
close of the transaction.

"The affirmation reflects our expectation that the company will
steadily improve operating performance, enabling it to reduce
leverage following the new note issuance, which moderately increase
debt balances to fund growth initiatives. Absent any significant
operational missteps associated with its capital expansion
projects, we project the company will be able to reduce leverage
closer to 4x by 2018, as it grows organically and expands capacity
to meet demand in all three segments (poultry, pet food, and
protein). Over the next several years, the company plans to invest
over $500 million in capital growth initiatives, with the largest
outlays anticipated in 2018 (more than $150 million). Against a
favorable poultry industry outlook, underpinned by favorable
pricing, muted feed costs, and a rebounding export market, we
continue to expect the company's poultry segment to benefit from
favorable product mix and pricing. On the pet food side, we expect
demand to remain robust and the expansion of the company's dry and
wet facilities to meet projected pet industry volume growth.
Although the transaction is slightly leveraging, with pro-forma
leverage just over 4.5x, we expect debt to EBITDA to decline to
4.5x by fiscal year end 2017 and then to near 4x by year end 2018,
as expansion projects fuel EBITDA growth.

"The stable outlook reflects our belief that the company's
favorable operating outlook will continue in 2017 and 2018,
enabling debt-to-EBITDA ratio to improve closer to 4x over the next
12 months. We believe low-single-digit organic sales and volume
growth together with muted feed costs in the poultry segment and
growing capacity utilization in the pet food segment, largely
driven by the company's capital expansion projects, will allow the
company to grow its EBITDA margins to over 9% and improve its
credit measures.

"We could consider a higher rating if the company successfully
executes on its capital expansion projects and reduces and sustains
debt to EBITDA near 4x. We believe this could occur if Simmons
achieves most of its projected double-digit EBITDA growth while not
suffering a significant decline in poultry profitability, thereby
leading to a stronger competitive position and higher cash flows so
it can repay debt and sustain lower leverage.  

"We could lower the ratings if debt to EBITDA approaches 6x. We
believe this could occur if the company's profitability declines
from an unexpected increase in costs or revenue declines from a
significant operating setback, such as a large product recall or
temporary  manufacturing disruption related to the company's'
expansion projects. Although less likely over then next year, given
our current favorable outlook for poultry profits, leverage also
could approach 6x if the  poultry segment faces another severe weak
operating cycle (similar to 2012), during which feed costs
significantly increase or chicken prices decline from over
production leading to a more than 20% drop in annual poultry
EBITDA."


SNAP INTERACTIVE: Amends Merger Agreement with LiveXLive
--------------------------------------------------------
On Sept. 6, 2017, Snap Interactive, Inc., LiveXLive Media, Inc.,
("Buyer"), LXL Video Acquisition Corp., a wholly owned subsidiary
of the Buyer ("Merger Sub"), and Jason Katz, as the agent of the
stockholders of the Company, entered into an Agreement and Plan of
Merger, pursuant to which, among other things, the Company agreed
to merge with and into Merger Sub, with Merger Sub surviving as a
wholly owned subsidiary of Buyer.

On Oct. 3, 2017, the Company, Buyer, Merger Sub and Mr. Katz
entered into Amendment No. 1 to the Merger Agreement to: (i) extend
the date by which the "Buyer Public Offering" (as defined in the
Merger Agreement) will have priced prior to triggering the
Company's right to terminate the Merger Agreement from Oct. 9,
2017, to Oct. 27, 2017; and (ii) extend the outside date by which
the "Closing" will have occurred prior to triggering the Company's
right to terminate the Merger Agreement from Dec. 8, 2017, to
Jan. 3, 2018.

On Oct. 10, 2017, the Company, Buyer, Merger Sub and Mr. Katz
entered into Amendment No. 2 to the Merger Agreement to, among
other things, provide that the Company will prepare and file with
the SEC, and mail to its stockholders, a proxy statement on
Schedule 14A relating to a meeting of the stockholders of the
Company to be called for the purpose of seeking the approval of the
stockholders of the Company of the Merger Agreement and the Merger,
with the receipt of such approval being a condition to the closing
of the Merger.

In addition, in connection with Amendment No. 2, the Company will
seek to have certain stockholders of the Company enter into a
Voting Agreement with Buyer, pursuant to which such stockholders
would agree, among other things and subject to the terms thereof,
to vote all shares of the common stock of the Company beneficially
owned by such stockholders in favor of the Merger and against
certain matters, including other proposals to acquire the Company.

A full-text copy of the Second Amended Agreement and Plan of Merger
is available for free at https://is.gd/GbxK78

                    About Snap Interactive

New York-based Snap Interactive, Inc. --
http://www.snap-interactive.com/-- is a provider of live video
social networking and interactive dating applications.  SNAP has a
diverse product portfolio consisting of nine products including
Paltalk and Camfrog, which together host one of the world's largest
collections of video-based communities, and FirstMet, a prominent
interactive dating brand serving users 35 and older.  The Company
has a long history of technology innovation and holds 25 patents
related to video conferencing and online gaming.

On Oct. 7, 2016, Snap Interactive and its wholly owned subsidiary,
Snap Mobile Limited completed a business combination with
privately-held A.V.M. Software, Inc. and its wholly owned
subsidiaries, Paltalk Software Inc., Paltalk Holdings, Inc., Tiny
Acquisition Inc., Camshare, Inc. and Fire Talk LLC in accordance
with the terms of an Agreement and Plan of Merger, by and among
SNAP, SAVM Acquisition Corporation, SNAP's former wholly owned
subsidiary, AVM and Jason Katz, pursuant to which AVM merged with
and into SAVM Acquisition Corporation, with AVM surviving as a
wholly owned subsidiary of SNAP.

Snap Interactive reported a net loss of $1.45 million for the year
ended Dec. 31, 2016, a net loss of $265,926 for the year ended Dec.
31, 2015, and a net loss of $1.65 million for the year ended Dec.
31, 2014.  As of June 30, 2017, Snap Interactive had $25.78 million
in total assets, $6.75 million in total liabilities and $19.03
million in total stockholders' equity.

"We have historically financed our operations through cash
generated from operations.  Currently, our primary source of
liquidity is cash on hand and cash flows from continuing
operations.  As of June 30, 2017, we had $4,614,619 in cash and
cash equivalents, as compared to cash and cash equivalents of
$4,162,596 as of December 31, 2016, and no long-term debt.

"We are focused on reducing costs and increasing profitability
following the Merger and we believe that our cash balance and our
expected cash flow from operations will be sufficient to meet all
of our financial obligations for the twelve months from the filing
date of this Form 10-Q.  It is possible that we would need
additional capital in the future to fund our operations,
particularly growth initiatives, which we expect we would raise
through a combination of equity offerings, debt financings, other
third-party funding and other collaborations and strategic
alliances.  Our future capital requirements will depend on many
factors including our growth rate, headcount, sales and marketing
activities, research and development efforts, and the introduction
of new features, products, acquisitions and continued user
engagement.

"Our primary use of working capital is related to user acquisition
costs, including sales and marketing expense and product
development expense.  Our sales and marketing expenditures are
primarily spent on channels where we can estimate the return on
investment without long-term commitments.  Accordingly, we can
adjust our advertising and marketing expenditures quickly based on
the expected return on investment, which provides flexibility and
enables us to manage our advertising and marketing expense.  In
addition, we allocate significant resources to product development
in order to maintain and create new features and products which
will enable a better user experience and increase interactions.

"We are continuously evaluating and implementing cost reduction
initiatives to manage the expense of our operations.  During 2017,
we plan to continue to reduce costs by consolidating vendors
(including office space, payment processing, licensing agreements,
etc.), consolidating advertising affiliate partners, consolidating
internal departments (such as customer service) and by using
incremental offshore product development resources," the Company
said in its quarterly report for the period ended June 30, 2017.


SRC ENERGY: Moody's Hikes CFR to B2; Outlook Positive
-----------------------------------------------------
Moody's Investors Service upgraded SRC Energy Inc.'s Corporate
Family Rating (CFR) to B2 from B3, its Probability of Default
Rating (PDR) to B2-PD from B3-PD, and its senior unsecured notes
rating to Caa1 from Caa2. The SGL-3 Speculative Grade Liquidity
(SGL) Rating was affirmed. The rating outlook was changed to
positive from stable.

"The upgrade recognizes SRC Energy's successful execution on its
production growth targets while maintaining low levels of debt and
exhibiting strong credit metrics," commented Moody's Analyst,
Prateek Reddy. "The positive outlook incorporates Moody's
expectations for the maintenance of leverage, cash flow and capital
efficiency metrics that will remain better than many single-B peers
in spite of a likely rise in debt balances to fund an aggressive
capital spending program through 2018."

Issuer: SRC Energy Inc.

Ratings Upgraded:

-- Corporate Family Rating, Upgraded to B2 from B3

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

-- $80 Million Senior Unsecured Notes due 2021, Upgraded to Caa1
    (LGD5) from Caa2 (LGD5)

Ratings Affirmed:

Speculative Grade Liquidity Rating, Affirmed SGL-3

Outlook Action:

Outlook, Changed to Positive from Stable

RATINGS RATIONALE

SRC Energy's B2 CFR reflects the concentration risks associated
with being a pure play Wattenberg Field operator in the
Denver-Julesburg (DJ) Basin. The company's acreage is in areas of
the Wattenberg with substantial ongoing development activity,
leading to insufficient low-cost midstream takeaway capacity and
shut-in production due to high gas-line pressures. The company's
proved-developed reserve life is relatively low and will require an
aggressive capital spending program to grow its reserve base at a
faster pace than its production growth. Consequently, the company's
organic growth will be partially debt-financed using its revolving
credit facility and potentially through subsequent high-yield debt
issuances. The hedging program is small and any unexpected
retrenchment in commodity prices could hurt cash flow generation
and lead to an escalation of debt balances. The B2 rating is
supported by the company's high quality contiguous acreage in the
core of the Wattenberg as well as management's deep knowledge and
experience in the basin. The company's low debt levels and credit
metrics are strong for the single-B rating level and are
attributable to the recent history of using equity in lieu of debt
to fund acquisitions and development activity. Despite the high
likelihood of rising debt balances and the concurrent moderate
deterioration in credit metrics, the company's high quality asset
base will support production and reserve base growth while
maintaining healthy capital efficiency metrics. Additionally,
during the anticipated period of growth and rising debt, the
company is likely to sustain leverage and cash flow based metrics
that align well with B2 and some B1 peers.

The positive rating outlook reflects Moody's expectation that the
company's production will exceed 50,000 barrels of oil equivalent
(boe) per day and proved-developed reserve life will improve
meaningfully by the end of 2018, while maintaining conservative
credit metrics that align well with many B1 rated peers.

SRC Energy's SGL-3 Speculative Grade Liquidity (SGL) Rating
reflects the high likelihood of maintaining an adequate liquidity
profile through the end of 2018. The company had approximately $37
million of cash on its balance sheet (as of June 30, 2017) and $250
million available under its $400 million borrowing base revolving
credit facility that expires in December 2019. Additional revolver
borrowings will fund the anticipated cash flow outspend through the
end of 2018. The company will have ample headroom under the
covenants in the revolving credit facility: a current ratio (1.0x)
and a leverage ratio (Debt-to-EBITDAX of 4.0x). The company can
also generate cash from asset sales or by issuing equity.

SRC Energy's $80 million 9% senior notes due 2021 were upgraded to
Caa1 from Caa2, and remain rated two notches below the B2 CFR,
reflecting the meaningful size of the priority-claim of the secured
revolving credit facility compared to the unsecured debt in the
capital structure.

SRC Energy's ratings could be upgraded if average daily production
rises above 50,000 boe per day while maintaining a leveraged full
cycle ratio (LFCR) comfortably above 1x. Debt-to-proved developed
reserves should also remain below $10 per boe for the ratings to be
upgraded.

Ratings could be downgraded if production growth due to accelerated
spending leads to revolver availability of $75 million or less.
Ratings could be downgraded if proved-developed reserve life
remains below 4 years or the LFCR drops below 1x.

The principal methodology used in these ratings was Independent
Exploration and Production Industry published in May 2017.

SRC Energy Inc. is a Denver, CO-based exploration and production
company with a primary focus in the Greater Wattenberg Field in the
Denver-Julesburg (DJ) Basin in northeast Colorado.


STEWART DUDLEY: Dec. 2 Auction of Old Car Heaven Vehicle Collection
-------------------------------------------------------------------
Judge Tamara O. Mitchell of the U.S. Bankruptcy Court for the
Northern District of Alabama authorized the sale and auction
procedures of Jeffery J. Hartley, the Chapter 11 Trustee for
Stewart Dudley, in connection with the sale of all of his Old Car
Heaven Vehicle Collection at auction through the assistance and
direction of Tom Mack Auctions on Dec. 2, 2017 at the Old Car
Heaven facility in Birmingham, Alabama.

The Auctioneer's compensation will be limited to 12% of the actual
bid price which does not include the 10% buyer's premium the
Auctioneer is entitled to charge the buyers, but not the Trustee or
bankruptcy Estate.

On the day of the Auction, each unit in the Old Car Heaven Vehicle
Collection will be sold and transferred free and clear of all
liens, pledges, claims, security interests, encumbrances and
interests of any kind.

The material terms of the Auction Procedures are:

   a. Auction Date and Location: Dec. 2, 2017 at 8:00 a.m. local
time.  The location is the Old Car Heaven facility, 3501 First
Avenue South, Birmingham, Alabama.

   b. Auctioneer: The Auctioneer will be Tom Mack Classics, Inc.,
doing business as Tom Mack Auctions.  The Auctioneer's fee will be
a flat 15% of gross sales at the Auction.

   c. Interested Parties: The parties who may be interested in
purchasing any of the OCH Vehicle Collection should contact Tom
Mack Auctions, Tom Mack Classics, Inc., Post Office Box 327,
Prosperity, South Carolina; Telephone number -(803) 364-3322;
E-mail - tmack@tommackclassics.com.

   d. Absolute Auction: The vehicles will be sold at absolute
auction with no reserve prices.  The vehicles will be sold as is,
where is.  No vehicle will be sold prior to the Auction date.

   e. Successful Bids: In order to constitute a successful bid on
the day of the auction a bidder must present a certified or bank
check or wire transfer in the amount of 100% of the purchase price
as a consequence of the auction proceeding.  In the event the
highest bidder is not able to fund the sale on the day of the
auction, then the next highest bidder will be deemed the
successful
purchaser assuming they can fully fund the transaction as
contemplated.

   f. No Successful Bid: If the Auctioneer receives no successful
bid on a particular vehicle, there will be no sale of that
particular vehicle on Dec. 2, 2017.

Magnify, LLC, Torch Holdings, LLC, Ahrian Dudley, Ray Dudley and
the Children reserve all of their rights regarding all net proceeds
resulting from the Auction, and it is made without waiver as to any
and all existing rights, legal arguments and defenses each may
have, including those related to Adversary Proceeding 17-00052
pending with the Court and the ultimate distribution of the Auction
proceeds.

All net proceeds of the Auction will be held by the attorney for
the Trustee, in his trust account, pending further order of the
Court.

Not later than 12:00 noon (LPT), on Dec. 8, 2017 the Trustee will
file with the Court a pleading that will include, without
limitation, the following: (i) a report of sale describing the
outcome of the Auction, including the purchase price for each
vehicle; (ii) a list of all bidders qualified by the Auctioneer;
(iii) a detailed description of the advertising and marketing
actually performed by the Auctioneer (or its designee) prior to the
Auction and the amount of money spent on all marketing and
advertising; (iv) a request that the sale was conducted in a
commercially reasonable manner, without collusion, and that the
Trustee, Auctioneer and/or each purchaser acted in "good faith" as
contemplated by 11 U.S.C. Section 363(m); and (v) a request for all
other necessary and appropriate relief.

The Sale Hearing to consider ratification of the Auction results is
scheduled for Dec. 11, 2017 at 10:00 a.m. (LPT).

A copy of the list of the vehicles to be auctioned attached to the
Order is available for free at:

        http://bankrupt.com/misc/Stewart_Dudley_467_Order.pdf

                   About Stewart Ray Dudley

Stewart Ray Dudley filed a Chapter 11 petition (Bankr. N.D. Ala.
Case No. 16-01842) on May 5, 2016, and is represented by R. Scott
Williams, Esq. from Rumberger, Kirk & Caldwell, P.C.

In January 2017, Buffalo Rock Company and James C. Lee, III,
creditors of Stewart Ray Dudley, filed a motion for order directing
the appointment of Peter W. Colmer as Chapter 11 Trustee for the
Debtor's bankruptcy estate.  They claimed that continuously acting
against the best interest of his estate, the Debtor caused numerous
assets to be transferred to Magnify Industries, LLC, including an
automobile collection previously valued at over $5,500,000; 100% of
his interest of an updated warehouse and event space commonly
referred to as Old Car Heaven previously valued at over $1,534,000;
and 17 beach front condominiums.

Buffalo Rock is represented by Burr & Forman LLP.  James C. Lee,
III, is represented by Bradley Arant Boult Cummings LLP.

The Court appointed Jeffery J. Hartley as Chapter 11 Trustee on
Feb. 24, 2017.

The Trustee:

          Mr. Jeffery Hartley
          P.O. Box 2767
          Mobile, AL 36652
          E-mail: jjh@helmsinglaw.com

The Trustee is represented by:

          Ogden S. Deaton, Esq.
          GRAHAM & CO.
          110 Office Park Drive
          Suite 200
          Birmingham, AL 35223
          E-mail: ogdend@grahamcompany.com


TARGA RESOURCES: Moody's Rates Proposed $750MM Sr. Notes Ba3
------------------------------------------------------------
Moody's Investors Service assigned a Ba3 rating to Targa Resources
Partners LP's (TRP) proposed $750 million notes due 2028. TRP is
wholly owned by Targa Resources Corp. (Targa). Targa and TRP's
other ratings and Targa's stable outlook remained unchanged. The
note proceeds will be used to finance the redemption of TRP's $250
million notes due 2018 and to repay borrowings under its revolver.

Assignments:

Issuer: Targa Resources Partners LP

-- Senior Unsecured Regular Bond/Debenture, Assigned Ba3 (LGD 4)

RATINGS RATIONALE

TRP's proposed and existing senior notes are unsecured and the
creditors have a subordinated claim to TRP's assets behind the
senior secured revolving credit facility and the accounts
receivable securitization facility. Moody's believes the Ba3
rating, one notch below Targa's Ba2 CFR, better reflects the
substantial amount of priority-claim secured debt in the capital
structure and the likelihood of increased use of the revolver than
what is suggested by Moody's Loss Given Default (LGD) methodology.

Targa's Ba2 Corporate Family Rating (CFR) is supported by its sole
ownership of TRP, its scale and EBITDA generation which has
remained sizeable despite the volatile and low commodity prices,
its track record of strong execution of growth projects, and the
meaningful and growing proportion of fee-based margin contribution.
Targa has increased geographic diversification, more recently in
the Permian Basin, and improved business diversification through
acquisitions. Targa is building a 300 Mbbl/day NGL pipeline,
expected to be in service before mid-2019, that will connect the
Permian Basin and its North Texas system to its Mont Belvieu
complex. Its Outrigger acquisition, also in the Permian Basin,
closed in March 2017 and adds over 250,000 acres dedicated under
long-term contracts from a mix of active operators. These positive
attributes are tempered by its material exposure to the gathering
and processing business, weakness in natural gas liquids (NGL)
markets that lowers its earnings on commodity sensitive contracts,
its historically aggressive distribution policies, and volume
risk.

Targa's CFR could be upgraded to Ba1 if consolidated leverage is
sustained below 4.5x, dividend coverage remains above 1.1x, and its
business mix becomes less exposed to commodity price risk. The
ratings could be downgraded if consolidated leverage is over 5.5x.
Significant delays or cost overruns on growth projects could also
pressure the ratings.

Targa Resources Corp., through its wholly-owned subsidiary Targa
Resources Partners LP, operates a portfolio of midstream energy
assets that include, gathering pipelines, gas processing plants,
NGL pipeline, NGL fractionation units, and a marine import/export
facility on the Gulf Coast.

The principal methodology used in this rating was Midstream Energy
published in May 2017.


TARGA RESOURCES: S&P Affirms BB- CCR & Rates $750MM Sr. Notes BB-
-----------------------------------------------------------------
S&P Global Ratings said it affirmed its 'BB-' rating on
Houston-based Targa Resources Corp. The outlook is stable.

Targa Resources Corp. recently announced that it has entered into
an agreement to sell a 25% joint venture interest in its Grand Prix
natural gas liquids (NGL) pipeline to funds managed by Blackstone
Energy Partners. Targa also announced that it has executed a letter
of intent with Kinder Morgan Inc. in which it would own a 25%
interest in the proposed Gulf Coast Express Pipeline Project (GCX)
and would commit significant volumes to the proposed project.

S&P said, "We also affirmed our 'BB-' issue-level rating on the
company's senior unsecured notes and our 'B' issue-level rating on
its structurally subordinated debt. We revised the recovery rating
on the company's senior unsecured notes to '3' from '4', indicating
our expectation of meaningful (50%-70%; rounded estimate: 65%)
recovery in the event of a payment default. The recovery rating on
the company's structurally subordinated debt remains '6',
indicating our expectation of negligible (0%-10%; rounded estimate;
0%) recovery in the event of a payment default.

"The ratings on Targa reflect our view of the company's
satisfactory business risk profile and highly leveraged financial
risk profile. We view the company's credit metrics to be at the low
end of the highly leveraged financial risk profile.

"The stable outlook reflects our expectation that Targa will
increase gathering and processing volumes in 2017, which will
modestly drive cash flow growth. For 2017, we expect the company to
maintain adjusted debt to EBITDA of about 5x while maintaining what
we view as adequate liquidity. In 2018, we expect growth projects
to contribute to cash flow growth. However, we also expect capital
spending to continue to be at high levels to fund a substantial
growth capital expenditure program. We expect the company to fund
its discretionary cash flow shortfall with a balanced mix of debt
and equity.

"We could consider a negative rating action if adjusted debt to
EBITDA approached 6x or distribution coverage was below 1x for an
extended period. This could occur if the company maintained a more
aggressive financial policy, which could include debt-financed
acquisitions.

"We could consider a positive rating action if the company
maintained debt to EBITDA close to 4.5x. This could occur if
industry conditions continued to improve or if the company adopted
a more conservative financial policy."


TGT SPORTS: Stake in 4 Companies Up for Auction Oct. 20
-------------------------------------------------------
Secured party, George H. "Rocky" Waitt, through its agents, will
sell by public disposition on October 20, 2017 to the highest
qualified bidder, all equity interests owned by TGT Sports
Ventures, LLC, a Delaware limited liability company, in these
entities:

     -- GolfTec Enterprises, LLC, a Colorado limited liability
        company;

     -- BirdieBox, LLC, a Delaware limited liability company;

     -- Supreme Golf, Inc., a Delaware corporation; and

     -- The Only Green, LLC, a Delaware limited liability
        company.

The sale will occur in public at 10 a.m. Phoenix, Arizona time at
the offices of Gallagher & Kennedy, P.A. in Phoenix.

The public is invited to attend and bid at the sale.  

Buyers are subject to certain qualifications.

For further information about bidder qualifications, contact
Secured Party's counsel:

        Dominick San Angelo, Esq.
        Gallagher & Kennedy, P.A.
        2575 E. Camelback Road, Suite 1100
        Phoenix, AZ 85016
        Tel: (602) 530-8226
        E-mail: dominick.sanangelo@gknet.com

The Secured Party may enter a credit bid at the sale.  The Property
Will Be Sold On An "As Is," "Where Is" Basis Without Any Express Or
Implied Warranty Whatsoever From Secured Parties, Including Without
Limitation, The Implied Warranties Of Merchantability And Fitness
For Any Particular Purpose, Warranty Relating To Condition Of The
Property, Or Warranty Relating To Title, Possession, Quiet
Enjoyment Or The Like.


THERMON GROUP: S&P Assigns 'B+' Corp Credit Rating, Outlook Stable
------------------------------------------------------------------
S&P Global Ratings assigned its 'B+' corporate credit rating to San
Marcos, Texas-based Thermon Group Holdings Inc. (Thermon). The
outlook is stable.

S&P said, "At the same time, we assigned our 'B+' issue-level
rating and '3' recovery rating to subsidiary Thermon Holding
Corp.'s proposed $250 million secured term loan B due 2024 and
subsidiaries Thermon Holding Corp. and Thermon Canada Inc.'s
proposed $60 million secured revolving credit facility due 2022.
The '3' recovery rating indicates our expectation for meaningful
(50%-70%; rounded estimate: 60%) recovery in the event of
default."

Thermon intends to use proceeds of the proposed term loan to fund
the C$258 million acquisition of CCI Thermal Technologies Inc. The
acquisition is consistent with management's strategy to grow in
adjacent product lines. Thermon primarily manufactures and supplies
products that provide external heat to pipes in process industries.
CCI primarily produces products that heat vessels. The companies
serve similar customers in the oil and gas, chemical, power
generations, and other sectors, which should facilitate
integration.

S&P said, "The stable outlook reflects our expectation that
adjusted debt to EBITDA will quickly drop from above 4x at closing
to the lower end of the 3x-4x range over the next 12 months on
acquisition-related EBITDA contributions and steady to modestly
improving organic growth in key end markets, including the oil and
gas sector.

"We would raise our rating if sales grow more quickly than we
anticipate and the company maintains or improves its above-average
EBITDA margins, causing adjusted debt to EBITDA to fall below 3x
and FFO-to-adjusted debt to climb above 30%. This could occur if
oil prices increase from about $55 per barrel today to, perhaps,
closer to $75 or $100 per barrel. If that were to occur, we would
expect Thermon to win more greenfield business.

"We view a downgrade to be less likely given our cautiously
optimistic view of the U.S., Canadian, and global economies and
expectations for stable oil and gas prices. At this time, the most
likely downside scenario would be a debt-financed acquisition that
lifted adjusted debt to EBITDA above 4x for more than a year
without any clear prospects for improvement."


THERMON HOLDING: Moody's Assigns B2 Corporate Family Rating
-----------------------------------------------------------
Moody's Investors Service assigned new ratings to Thermon Holding
Corp. (Thermon), including a B2 Corporate Family Rating (CFR) and a
B2-PD Probability of Default Rating (PDR). Concurrently, Moody's
assigned B2 ratings to the company's proposed first lien senior
secured bank credit facilities, including a $60 million revolver
and a $250 million term loan, and a SGL-1 Speculative Grade
Liquidity (SGL) Rating. The rating outlook is stable.

Thermon has signed a definitive agreement to acquire CCI Thermal
Technologies Inc. (CCI Thermal) for $211 million. The proceeds from
the term loan issuance along with $48 million of balance sheet cash
will be used to fund the purchase price, repay the existing $76
million term loan, and fund $11 million of transaction related fees
and expenses. The new $60 million revolver is expected to remain
undrawn at closing.

"Thermon's leverage and cash flow profile position the company
reasonably well in the broad B2 rating category," according to
Moody's Analyst, Prateek Reddy. "Thermon's small scale, exposure to
some stressed end markets and the potential for additional
debt-finance acquisitions constrain the company's ratings," added
Reddy.

The following is a summary of Moody's rating assignments to Thermon
Holding Corp.:

Assignments:

-- Corporate Family Rating, Assigned B2

-- Probability of Default Rating, Assigned B2-PD

-- Speculative Grade Liquidity Rating, Assigned SGL-1

-- Gtd Senior Secured Term Loan, Assigned B2 (LGD3)

-- Senior Secured Revolving Credit Facility, Assigned B2 (LGD3)

Outlook Actions:

-- Outlook, Assigned Stable

RATINGS RATIONALE

Thermon's B2 CFR reflects its small scale and scope relative to the
rated universe of industrial and oilfield service peers. The
company has high exposure to cyclical end markets like the oil &
gas industry that will likely constrain revenue and earnings growth
to only modest levels at least through FYE2019 (fiscal year ends
March 31). Credit metric improvement, including any material
leverage reduction (from Debt-to-EBITDA of 4.2 times pro forma for
the CCI Thermal acquisition), could be temporary. Management's
stated strategy of increasing the scope of the company's offerings
and the size of its addressable market is likely to be fulfilled
with debt-financed acquisitions. However, Thermon's key credit
metrics, including its very good cash flow generation, position the
company well within the B2 rating category, especially since some
of its end markets are just emerging from cyclical troughs. Revenue
visibility is enhanced by the backlog of lower margin greenfield
projects, which typically contribute 35%-40% of total annual
revenue. These subsequently produce a stream of relatively high
margin recurring revenue from maintenance, overhaul and repair
(MRO) as well as upgrades and expansion (UE) projects. The
acquisition of CCI Thermal benefits the company's business profile
by further enhancing its already good geographic, end market and
customer base diversification.

The stable outlook reflects Moody's expectations of low
single-digit percentage revenue growth and maintenance of EBITDA
margins at least through the end of FY2019. Absent material
debt-funded acquisitions, leverage should gradually improve to
approach 3.5 times as earnings grow and free cash flow is applied
to reduce term borrowings.

The SGL-1 Speculative Grade Liquidity (SGL) Rating reflects
Thermon's very good liquidity profile supported by $40 million of
cash, a revolver with availability of about $55 million (after $5
million of letters of credit) pro forma for the CCI Thermal
acquisition, a high likelihood of ample headroom under the proposed
covenants, and some flexibility to generate alternate liquidity
through the sale of foreign assets.

The B2-PD PDR is in line with the B2 CFR, reflecting Moody's
expectation for an average family recovery level in a distress
scenario. The expectation for an average family recovery reflects
the deemed covenant light nature of the debt capital structure
despite the all-bank debt structure. The associated lack of
protection for term loan creditors is reflected in their inability
to accelerate claims under a default scenario and preserve an
otherwise higher enterprise value. The $60 million revolver and the
$250 million term loan form the preponderance of the company's debt
capital and are each rated B2 (LGD3), in line with the B2 CFR.
Their ratings incorporate the first lien priority claim of these
credit facilities on all US subsidiaries of the company and a stock
pledge of 65% of foreign subsidiaries.

Thermon's ratings could be downgraded if revenue declines or
Debt-to-EBITDA rises above 5 times. A deterioration in liquidity
reflected by minimal free cash flow generation and sustained usage
of the revolver could also result in the ratings being downgraded.

Ratings could be upgraded if Thermon's scale increases with EBITDA
rising above $100 million and Debt-to-EBITDA sustained below 3.5
times.

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

Headquartered in San Marcos, TX, Thermon's products provide an
external heat source to pipes, vessels and instruments for the
purposes of freeze protection, temperature maintenance,
environmental monitoring and surface snow and ice melting. Thermon
is acquiring CCI Thermal, a provider of an assortment of brands in
the process heating space where Thermon does not currently
participate.


TMT USA: Court Approves Latest Disclosures; Dec. 27 Plan Hearing
----------------------------------------------------------------
Judge Marvin Isgur of the U.S. Bankruptcy Court for the Southern
District of Texas approved TMT Procurement Corporation and its
debtor affiliates' latest disclosure statement for their proposed
lender settlement plan of liquidation, dated Sept. 27, 2017.

The deadline for electronically filing and serving objections to
Confirmation of the Plan is Nov. 22, 2017, at 3:00 p.m. Central
Time.

The hearing on Confirmation of the Plan will commence on Dec. 12,
2017, at 9:00 a.m. Central Time before the Honorable Marvin Isgur,
U.S. Bankruptcy Judge, in the U.S. Bankruptcy Court for the
Southern District of Texas, Houston Division, 515 Rusk Street,
Houston, Texas 77002.

The latest filing provides that the Su Parties failed to accept the
Proposed Su Parties Settlement by the deadline of Sept. 25, 2017,
and, therefore, the Debtors have withdrawn the Proposed Su Parties
Settlement. However, the Plan still includes the Proposed Su
Parties Settlement because is possible, although unlikely, that the
Debtors in their discretion will permit the Su Parties to accept
the Proposed Su Parties Settlement at a later date. If the Debtors
do exercise such discretion, however, it is highly likely that the
offered settlement amount will be lower than $1,000,000, because it
is highly unlikely that the Debtors will offer the same total
settlement consideration in light of the ongoing litigation
expenses with the Su Parties.

A full-text copy of the Disclosure Statement dated Sept. 27, 2017,
is available at:

        http://bankrupt.com/misc/txsb13-33763-2909.pdf

                         About TMT Group

Known in the industry as TMT Group, TMT USA Shipmanagement LLC and
its affiliates own 17 vessels.  Vessels range in size from 27,000
dead weight tons (dwt) to 320,000 dwt.

TMT USA and 22 affiliates, including C. Ladybug Corporation, sought
Chapter 11 protection (Bankr. S.D. Tex. Lead Case No. 13-33740) in
Houston, Texas, on June 20, 2013, after lenders seized seven
vessels.

Two of the cases were dismissed on July 23, 2013.  The remaining 21
cases are jointly administered under TMT Procurement Corporation,
Bankruptcy Case Number 13-33763.  

The Debtors are: (1) A Whale Corporation; (2) B Whale Corporation;
(3) C Whale Corporation; (4) D Whale Corporation; (5) E Whale
Corporation; (6) G Whale Corporation; (7) H Whale Corporation; (8)
A Duckling Corporation; (9) F Elephant Inc; (10) A Ladybug
Corporation; (11) C Ladybug Corporation; (12) D Ladybug
Corporation; (13) A Handy Corporation; (14) B Handy Corporation;
(15) C Handy Corporation; (16) B Max Corporation; (17) New Flagship
Investment Co., Ltd; (18) RoRo Line Corporation; (19) Ugly Duckling
Holding Corporation; (20) Great Elephant Corporation; and (21) TMT
Procurement Corporation.

The cases of TMT Shipmanagement LLC, (Case No. 13-33740), and F
Elephant Corporation, (Case No. 13-33749).

TMT filed a lawsuit in U.S. bankruptcy court aimed at forcing
creditors to release the vessels so they can return to generating
income.

Judge Marvin Isgur presides over the case.  TMT tapped attorneys
from Bracewell & Giuliani LLP as bankruptcy counsel, and
AlixPartners as financial advisors.

The U.S. Trustee, in July 2013, appointed an official committee to
represent the interests of all unsecured creditors.  The Committee
consists of China Shipping Car Carrier; Hyundai Samho Heavy
Industries Co., Ltd.; KPI Bridge Oil Limited and KPI Bridge Oil
Singapore Pte Ltd; Omega Bunker S.R.L.; China Ocean Shipping Agency
Shanghai, d/b/a Penavico Shanghai; Songa Shipping Pte, Ltd.; and
Universal Marine Service Co., Ltd.  In addition, Scandinavian
Bunkering AS was appointed as an alternate, non-voting member of
the Committee.

The Committee retained Kelley, Drye & Warren LLP as its principal
investigation/litigation counsel, Seward & Kissel LLP as its
principal bankruptcy/restructuring/maritime counsel, and FTI
Consulting as its financial advisor.  The Bankruptcy Court
permitted Seward & Kissel to withdraw as Committee counsel on April
2, 2015.

An Examiner was appointed to review Estate Professional Fees and to
provide a report as to the Non-Debtor Affiliate Avoidance Actions.

                Prior Filed Plans

Handy Debtors -- AHC, BHC, and CHC -- confirmed a joint plan of
reorganization on April 8, 2014.  However, the "effective date"
under the joint plan did not occur and, the plan was terminated,
followed by the sale of the Vessels owned by AHC, BHC, and CHC.

Mr. Su, on July 2, 2014, filed plans of reorganization for BWAC,
GWAC, and HWAC.  The plans could not proceed, however, because the
Vessels owned by BWAC, GWAC and HWAC were sold shortly after the
Plans were filed.

The Debtors, on April 10, 2015, filed two joint plans of
reorganization.  Proceedings on the plans and related disclosure
were postponed and, ultimately, the Debtors withdrew the plan.

As a result of the 2017 Mediation, the Debtors filed the Su Parties
Settlement Plan, which incorporated a settlement in principle among
the Debtors, the Committee, and the Su Parties.  The Debtors and
the Committee, in the exercise of their business judgment and their
fiduciary duties, decided not to pursue the Su Parties Settlement
Plan.


TOYS CANADA: Asks for Extension of Stay Period Until January 2018
-----------------------------------------------------------------
Toys "R" Us (Canada) Ltd. is asking the Ontario Superior Court of
Justice (Commercial List) to extend through and including Jan. 19,
2018, of the stay of proceedings and enforcement processes against
it pursuant to Canada's Companies' Creditors Arrangement Act.

On Sept. 19, 2017, Toys Canada sought and obtained protection from
its creditors under the CCAA.  The Ontario Court entered an order
("Initial Order") granting a stay of proceedings or enforcement
processes against Toys Canada until and including Oct. 19, 2017.
The Court also authorized Toys Canada to access DIP financing to
fund operations.

Grant Thornton, the monitor appointed in the CCAA case, said in its
first report filed Oct. 10, 2017, that since the commencement of
the CCAA proceedings, Toys Canada, its financial advisor, the
monitor and their respective legal counsel have focused on
maintaining the stability of the Canadian business, communicating
with stakeholders, and addressing matters relating to the
initiation of the CCAA proceedings.  Toys Canada is now completing
its seasonal inventory build and will turn to focus on operating
the business during the holiday season in which it generates 40% of
its annual revenue.

Management has continued to operate the business in the normal
course subject to the limitations imposed by the effects of the
CCAA proceeding.  The Monitor also understand that Toys Canada is
in the early stages of exploring restructuring options and
alternatives in collaboration with the larger Toys "R" Us group.
In the Monitor's view, Toys Canada has acted in accordance with the
Initial Order.  Accordingly, the Monitor is satisfied that: (i)
Toys Canada has sufficient funds (as demonstrated in its cash flow
projection) to continue operations and the CCAA proceedings until
Jan. 19, 2018; (ii) Management and Toys Canada are acting in good
faith and with due diligence, and (iii) no stakeholder of Toys
Canada will suffer material prejudice if the stay period is
extended as requested by Toys Canada.

                        About Toys "R" Us

Toys "R" Us, Inc., is an American toy and juvenile-products
retailer founded in 1948 and headquartered in Wayne, New Jersey, in
the New York City metropolitan area.  Merchandise is sold in 880
Toys "R" Us and Babies "R" Us stores in the United States, Puerto
Rico and Guam, and in more than 780 international stores and more
than 245 licensed stores in 37 countries and jurisdictions.

Merchandise is also sold at e-commerce sites including Toysrus.com
and Babiesrus.com.

On July 21, 2005, a consortium of Bain Capital Partners LLC,
Kohlberg Kravis Roberts and Vornado Realty Trust invested $1.3
billion to complete a $6.6 billion leveraged buyout of the
company.

Toys "R" Us is now a privately owned entity but still files with
the Securities and Exchange Commission as required by its debt
agreements.

The Company's consolidated balance sheet showed $6.572 billion in
assets, $7.891 billion in liabilities, and a stockholders' deficit
of $1.319 billion as of April 29, 2017.

Toys "R" Us, Inc., and certain of its U.S. subsidiaries and its
Canadian subsidiary voluntarily filed for relief under Chapter 11
of the Bankruptcy Code (Bankr. E.D. Va. Lead Case No. Case No.
17-34665) on Sept. 19, 2017.

In addition, the Company's Canadian subsidiary voluntarily
commenced parallel proceedings under the Companies' Creditors
Arrangement Act ("CCAA") in Canada in the Ontario Superior Court of
Justice.

The Company's operations outside of the U.S. and Canada, including
its 255 licensed stores and joint venture partnership in Asia,
which are separate entities, are not part of the Chapter 11 filing
and CCAA proceedings.

Grant Thornton is the monitor appointed in the CCAA case.

Judge Keith L. Phillips presides over the Chapter 11 cases.

In the Chapter 11 cases, Kirkland & Ellis LLP and Kirkland & Ellis
International LLP serve as the Debtors' legal counsel.  Kutak Rock
LLP serves as co-counsel.  Toys "R" Us employed Alvarez & Marsal
North America, LLC as its restructuring advisor; and Lazard Freres
& Co. LLC as its investment banker.  It hired Prime Clerk LLC as
claims and noticing agent.  A&G Realty Partners, LLC, serves as its
real estate advisor.

On Sept. 26, 2017, the U.S. Trustee for Region 4 appointed an
official committee of unsecured creditors.  Cullen Drescher
Speckhart of Wolcott Rivers Gates is representing the Committee.


TOYS CANADA: Has Reached Terms with Majority of Suppliers
---------------------------------------------------------
Since the commencement of its CCAA proceedings, a primary focus for
Toys "R" Us (Canada) Ltd., has been to ensure the uninterrupted
supply of goods and services in the critical period leading up to
the holiday shopping season.

During the holidays, Toys Canada typically earns 40% of its annual
revenue -- approximately $400 million of $1 billion in annual
sales.

Grant Thornton, the monitor appointed in the CCAA case, said in its
first report filed Oct. 10, 2017, that Toys Canada has been
successful in reaching go-forward trade terms with the majority of
its suppliers.

Paragraph 7(g) of the Initial Order permitted Toys Canada, with the
consent of the Monitor and subject to the DIP Definitive DIP
Documents, to pay amounts owing for goods or services supplied to
Toys Canada period to the date of the Initial Order by:

   (i) logistics or supply chain providers, including
transportation providers, customs brokers and freight forwarders,
fuel providers, repair, maintenance and parts providers, warehouse
providers and security and armoured truck carriers, and including
amounts payable in respect of customs and duties for goods;

  (ii) providers of information, internet and other technology,
including ecommerce providers and related services;

(iii) providers of credit, debit, gift card or other payment
processing and related services; and

  (iv) other third party suppliers if, in the opinion of Toys
Canada following consultation with the Monitor, such payment is
necessary to maintain the uninterrupted operations of the
Business.

The Initial Order signed by the Ontario Court permitted Toys Canada
to obtain a US$200 million term loan and a revolving credit
facility of up to US$300 million (subject to availability under the
Canadian borrowing base).  As of Oct. 4, 207, Toys Canada owed
US$200 million under the Canadian DIP Term Loan and has drawn
CDN$35 million under the Canadian DIP Revolving Facility.  The
Canadian DIP Term Lon and a portion of the Canadian DIP Revolving
Facility were used to fully repay Toys Canada's obligation under
the existing Canadian ABL Credit Facility and to obtain additional
liquidity for the operation of the business.

During the two weeks ended Sept. 30, 2017, total cash receipts were
CA$31.975 million, which is CA$3.803 million greater than projected
due to better than anticipated sales performance.  Total
disbursements were $27.939 million, which were $25.6 million less
than projected, due largely to a timing difference as a reuslt of
engaging with suppliers and post-filing supply terms.

During the period Oct. 2, 2017 to Jan. 20, 2018, Toys Canada
projects total receipts of $467.5 million and total operating
disbursements of $486.7 million, including $350.1 million related
to merchandise purchases for the holiday season.  The Company
expects a net cash outflow of $29.3 million during the period.

As of Aug. 26, 2017, Toys Canada had assets with a book value of
$478 million and liabilities of $380 million.

                        About Toys "R" Us

Toys "R" Us, Inc., is an American toy and juvenile-products
retailer founded in 1948 and headquartered in Wayne, New Jersey, in
the New York City metropolitan area.  Merchandise is sold in 880
Toys "R" Us and Babies "R" Us stores in the United States, Puerto
Rico and Guam, and in more than 780 international stores and more
than 245 licensed stores in 37 countries and jurisdictions.

Merchandise is also sold at e-commerce sites including Toysrus.com
and Babiesrus.com.

On July 21, 2005, a consortium of Bain Capital Partners LLC,
Kohlberg Kravis Roberts and Vornado Realty Trust invested $1.3
billion to complete a $6.6 billion leveraged buyout of the
company.

Toys "R" Us is now a privately owned entity but still files with
the Securities and Exchange Commission as required by its debt
agreements.

The Company's consolidated balance sheet showed $6.572 billion in
assets, $7.891 billion in liabilities, and a stockholders' deficit
of $1.319 billion as of April 29, 2017.

Toys "R" Us, Inc., and certain of its U.S. subsidiaries and its
Canadian subsidiary voluntarily filed for relief under Chapter 11
of the Bankruptcy Code (Bankr. E.D. Va. Lead Case No. Case No.
17-34665) on Sept. 19, 2017.

In addition, the Company's Canadian subsidiary voluntarily
commenced parallel proceedings under the Companies' Creditors
Arrangement Act ("CCAA") in Canada in the Ontario Superior Court of
Justice.

The Company's operations outside of the U.S. and Canada, including
its 255 licensed stores and joint venture partnership in Asia,
which are separate entities, are not part of the Chapter 11 filing
and CCAA proceedings.

Grant Thornton is the monitor appointed in the CCAA case.

Judge Keith L. Phillips presides over the Chapter 11 cases.

In the Chapter 11 cases, Kirkland & Ellis LLP and Kirkland & Ellis
International LLP serve as the Debtors' legal counsel.  Kutak Rock
LLP serves as co-counsel.  Toys "R" Us employed Alvarez & Marsal
North America, LLC as its restructuring advisor; and Lazard Freres
& Co. LLC as its investment banker.  It hired Prime Clerk LLC as
claims and noticing agent.  A&G Realty Partners, LLC, serves as its
real estate advisor.

On Sept. 26, 2017, the U.S. Trustee for Region 4 appointed an
official committee of unsecured creditors.  Cullen Drescher
Speckhart of Wolcott Rivers Gates is representing the Committee.


VINE OIL: Moody's Rates Proposed $530MM Sr. Unsec. Notes Caa2
-------------------------------------------------------------
Moody's Investors Service assigned a Caa2 rating to Vine Oil & Gas
LP's (Vine) proposed offering of $530 million senior unsecured
notes due 2023. The proceeds from the proposed offering will be
used to repay the $350 million senior secured Term Loan C facility
in its entirety and partially repay the $400 million senior secured
Term Loan B facility and outstanding borrowings under the revolving
credit facility. Moody's also changed Vine's rating outlook to
positive from stable.

Concurrently, Moody's affirmed Vine's Caa1 Corporate Family Rating
(CFR) and its Probability of Default Rating (PDR) at Caa1-PD.
Additionally, Moody's upgraded Vine's Term Loan B rating to Caa1
from Caa2. Moody's will withdraw the Caa3 Term Loan C rating after
the issuance of the unsecured notes and the planned full repayment
of Term Loan C is completed. Moody's upgraded Vine's Term Loan B
rating to Caa1 from Caa2 due to the change in Vine's capital
structure with the addition of senior unsecured notes.

"Vine's outlook change reflects the company's continued production
growth and modestly improved proved developed reserves scale, while
the issuance of unsecured notes modestly reduces interest expense
and extends the maturity profile without materially increasing the
debt burden on the company" commented Sreedhar Kona, Moody's Senior
Analyst. "Further improvement in Vine's debt to proved developed
reserves ratio would be supportive of a ratings upgrade."

Debt List:

Assignments:

Issuer: Vine Oil & Gas, LP

-- $530 million senior unsecured notes due 2023, Assigned Caa2
    (LGD5)

Upgrades:

Issuer: Vine Oil & Gas, LP

-- Senior Secured Bank Credit Facility Term Loan B, Upgraded to
    Caa1 (LGD3) from Caa2 (LGD4)

Affirmations:

Issuer: Vine Oil & Gas, LP

-- Corporate Family Rating, Affirmed Caa1

-- Probability of Default Rating, Affirmed Caa1-PD

Outlook Actions:

Issuer: Vine Oil & Gas, LP

-- Outlook, Changed To Positive from Stable

Ratings Unchanged, to be withdrawn at close:

Issuer: Vine Oil & Gas, LP

-- Senior Secured Bank Credit Facility Term Loan C, rated Caa3
    (LGD5)

RATINGS RATIONALE:

The Caa2 rating on the proposed $530 million senior unsecured
notes, one notch below the Caa1 CFR, reflects its effective
subordination to Vine's $150 million superpriority loan, $350
million senior secured revolving credit facility and the $400
million senior secured credit facility Term Loan B, under Moody's
Loss Given Default (LGD) Methodology. The upgrade of Term Loan B's
rating to Caa1 is the result of the issuance of a substantial
amount of unsecured debt subordinated to Term Loan B. Term Loan B
also benefits from upstream guarantees and security in
substantially all the assets of Vine. However, Term Loan B is
contractually subordinated to Vine's $150 million superpriority
loan and the $350 million revolving credit facility, which benefit
from a higher priority lien on the collateral.

Vine's positive outlook reflects its rising production and
improving cashflow metrics. In the first two quarters of 2017, Vine
averaged approximately 45 MBoe per day of production and that is
expected to rise further by year-end 2017, a significant
improvement over its 2016 average daily production of approximately
37 MBoe per day. Retained cash flow to debt in the first two
quarters of 2017 averaged above 8% and is projected to rise above
10% for full year 2017. For 2016 Vine's retained cash flow to debt
ratio was approximately 6%. Moody's expects Vine's proved developed
reserves balance to increase as Vine develops its acreage through
significant capital expenditure.

Vine's Caa1 CFR incorporates its current production level, weak
cash flow based credit metrics and adequate liquidity. Vine's
improved liquidity reinforced its ability to grow production by
further developing its acreage. The company's cash flow metrics are
expected to improve supported by its strong hedge book that
provides substantial certainty of cashflows through 2017 and 2018.
Vine's ratings are constrained by its low level of proved developed
(PD) reserves and high financial leverage as measured by the debt
to PD reserves ratio. Vine's debt to PD reserves ratio was above
$30 per boe at the end of second quarter 2017. The onerous payments
tied to the midstream gathering liabilities associated with Vine's
minimum volume commitments also constrain the ratings.

Vine's liquidity profile is adequate reflecting its cashflow
support from strong hedges, high reliance on its revolver and
ability to maintain covenant compliance. As of June 30, 2017, Vine
had a cash balance of approximately $33 million and $97 million
availability under its $350 million borrowing base revolving credit
facility due in November 2019. The issuance of unsecured notes and
the subsequent partial repayment of the outstanding borrowings
under the revolver will increase the availability under its
revolving credit facility. Roughly 90% of Vine's 2017 expected
production and approximately 92% of 2018 expected production is
hedged. Moody's expects Vine to use its balance sheet cash,
operating cash flow and revolver borrowings to meet its cash needs
including capital expenditures through 2018. Maintenance financial
covenants are limited to a Debt to EBITDA covenant of 3.0x that
only includes revolver drawings and the superpriority loan balance.
Moody's expects the company to maintain strong cushion under the
covenant for future compliance through 2018.

Vine's ratings could be upgraded if it grows its reserve base
resulting in a debt to PD reserves ratio of less than $20 per boe,
while increasing its retained cashflow to debt ratio towards 15%
and maintaining adequate liquidity.

The ratings could be downgraded if the company's liquidity worsens,
or if the company is unable to execute on its development and
production growth plans.

The principal methodology used in these ratings was Independent
Exploration and Production Industry published in May 2017.

Headquartered in Plano, Texas, Vine Oil & Gas LP (Vine) is a
natural gas-focused independent exploration and production company
formed in 2014, in partnership with its private equity sponsor, The
Blackstone Group L.P. (Blackstone).


VINE OIL: S&P Rates New $530MM Sr. Unsecured Notes 'CCC+'
---------------------------------------------------------
S&P Global Ratings affirmed its 'B' long-term corporate credit
rating on Vine Oil & Gas L.P. and revised the outlook to stable
from negative.

U.S.-based oil and gas exploration and production (E&P) company
Vine Oil & Gas L.P. is planning to issue $530 million of senior
unsecured notes due 2023 to fully repay its term loan C and
partially repay its term loan B and revolving credit facility.

S&P said, "We also assigned our 'CCC+' issue-level rating to the
company's proposed $530 million senior unsecured notes. The
recovery rating on this debt is '6', reflecting our expectation for
minimal recovery (0% to 10%; rounded estimate: 0%) in the event of
a payment default.

"We also affirmed our 'CCC+' issue-level rating on the company's
term loan B. The recovery on this loan remains '6', reflecting our
expectation for minimal recovery (0% to 10%; rounded estimate: 0%)
in the event of a payment default.

"The outlook revision reflects our expectation of stronger
liquidity pro forma for the issuance, as well as our forecasts of
improving debt metrics under our revised, higher growth production
assumptions for the company.

"The stable outlook on Vine Oil & Gas L.P. reflects our expectation
that the proposed notes issuance will strengthen liquidity and that
credit ratios will improve as the company grows production and cash
flows. We expect FFO to debt to strengthen to about 20% on average
over the next two years.

"We could lower the rating if we expected FFO/debt to fall well
below 12% or debt/EBITDA to exceed 5x with no near-term remedy, or
if liquidity deteriorated. This would most likely occur if the
company spent more than currently anticipated, while failing to
meet its production growth targets.

"We could consider an upgrade if we revised our assessment on
Vine's financial policy. Alternatively, we would consider an
upgrade if the company continues to improve its operational
performance such that the scale of its reserves and production are
more consistent with the business risk profile of 'B+' rated peers
(including increasing the content of its proved developed reserves,
geographic diversity or reducing exposure to natural gas), while
maintaining adequate liquidity and FFO/debt above 20%."


W&T OFFSHORE: Franklin Resources Has 7.3% Stake as of Sept. 30
--------------------------------------------------------------
Franklin Resources, Inc., Charles B. Johnson, Rupert H. Johnson,
Jr., and Franklin Advisers, Inc. disclosed in a Schedule 13G/A
filed with the Securities and Exchange Commission that as of Sept.
30, 2017, they beneficially owned 10,000,000 shares of common
stock, par value $0.00001, of W&T Offshore, Inc., constituting 7.3
percent of the shares outstanding.

The securities reported are beneficially owned by one or more open-
or closed-end investment companies or other managed accounts that
are investment management clients of investment managers that are
direct and indirect subsidiaries of Franklin Resources Inc.,
including the Investment Management Subsidiaries.

Charles B. Johnson and Rupert H. Johnson, Jr. each own in excess of
10% of the outstanding common stock of FRI and are the principal
stockholders of FRI.

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

                      https://is.gd/Lx7vJb

                       About W&T Offshore

Based in Houston, Texas, W&T Offshore, Inc., is an independent oil
and natural gas producer, active in the exploration, development
and acquisition of oil and natural gas properties in the Gulf of
Mexico.  In October 2015, the Company disposed of substantially all
of its onshore oil and natural gas interests with the sale of its
Yellow Rose field in the Permian Basin.  The Company retained an
overriding royalty interest in the Yellow Rose field production.
W&T Offshore, Inc. is a Texas corporation originally organized as a
Nevada corporation in 1988, and successor by merger to W&T Oil
Properties, Inc., a Louisiana corporation organized in 1983.  The
Company's interest in fields, leases, structures and equipment are
primarily owned by the parent company, W&T Offshore, Inc. and its
wholly-owned subsidiary, W & T Energy VI, LLC, a Delaware limited
liability company.

W&T Offshore reported a net loss of $249.0 million for the year
ended Dec. 31, 2016, a net loss of $1.04 billion for the year ended
Dec. 31, 2015, and a net loss of $11.66 million for the year ended
Dec. 31, 2014.

The Company's balance sheet at June 30, 2017, showed $874.97
million in total assets, $1.47 billion in total liabilities, and a
total stockholders' deficit of $597.95 million.

                         *     *     *

As reported by the TCR on April 14, 2017, S&P Global Ratings
affirmed its 'CCC' corporate credit rating on U.S.-based oil and
gas exploration and production (E&P) company W&T Offshore Inc.  The
rating outlook is negative.  "The affirmations follow our review of
W&T's capital structure and credit profile in light of challenging
conditions in the offshore E&P industry," said S&P Global Ratings
credit analyst Kevin Kwok.


WEATHERFORD INTERNATIONAL: Invesco Has 1% Stake as of Sept. 29
--------------------------------------------------------------
Invesco Ltd. disclosed in a Schedule 13G/A filed with the
Securities and Exchange Commission that as of Sept. 29, 2017, it
beneficially owns 10,379,709 shares of common stock of Weatherford
International PLC, constituting 1 percent of the shares
outstanding.  A full-text copy of the regulatory filing is
available for free at https://is.gd/4oIAxt

                       About Weatherford

Weatherford International plc, an Irish public limited company and
Swiss tax resident -- http://www.weatherford.com/-- is a
multinational oilfield service company.  Weatherford provides
equipment and services used in the drilling, evaluation,
completion, production and intervention of oil and natural gas
wells.  Many of its businesses, including those of its predecessor
companies, have been operating for more than 50 years.

Weatherford reported a net loss attributable to the Company of
$3.39 billion on $5.74 billion of total revenues in 2016, compared
to a net loss attributable to the Company of $1.98 billion on $9.43
billion of total revenues in 2015.  

As of June 30, 2017, Weatherford had $12.05 billion in total
assets, $10.52 billion in total liabilities and $1.52 billion in
total shareholders' equity.

                         *     *     *

In November 2016, Fitch Ratings downgraded the ratings for
Weatherford and its subsidiaries, including the companies'
Long-Term Issuer Default Ratings to 'CCC' from 'B+'.  The downgrade
reflects the potential further tightening of the company's
specified leverage and L/C ratio covenant following the fourth
quarter (4Q) 2016 calculation, and with the expected 0.5x step-down
in 1Q 2017 per the Credit Agreement.


WESTINGHOUSE ELECTRIC: K&L Gates May Provide Additional Services
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
authorized K&L Gates LLP to provide additional services to
Westinghouse Electric Company LLC and its affiliates.

The order signed by the Court authorized the firm to also represent
the Debtors as conflicts counsel and to assist Weil, Gotshal &
Manges LLP, the Debtors' lead bankruptcy counsel, in responding to
discovery requests from the official committee of unsecured
creditors.  Specifically, the firm will provide e-discovery support
to Weil in gathering and reviewing documents in response to the
requests.

The Debtors initially hired K&L Gates to represent them in
non-bankruptcy legal matters.

                  About Westinghouse Electric

Westinghouse Electric Company LLC --
http://www.westinghousenuclear.com/-- is a U.S. based nuclear  
power company founded in 1999 that provides design work and
start-up help for new nuclear power plants and makes many of the
components.  Westinghouse manufactures and supplies the commercial
fuel products needed to run the plants, and it offers training,
engineering, maintenance, and quality management services.  Almost
50% of nuclear power plants around the world and about 60% of U.S.
plants are based on Westinghouse's technology.  Westinghouse's
world headquarters are located in the Pittsburgh suburb of
Cranberry Township, Pennsylvania.

On Oct. 16, 2006, Westinghouse Electric was sold for $5.4 billion
to a group comprising of Toshiba (77% share), partners The Shaw
Group (20% share), and Ishikawajima-Harima Heavy Industries Co.
Ltd. (3% share).  After purchasing part of Shaw's stake in 2013,
Japan-based conglomerate Toshiba obtained ownership of 87% of
Westinghouse.

Amid cost overruns at U.S. nuclear reactors it was building,
Westinghouse Electric Company LLC, along with 29 affiliates, filed
voluntary petitions for relief under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D.N.Y. Case No. 17-10751) on March 29,
2017.  The petitions were signed by AlixPartners' Lisa J. Donahue,
chief transition and development officer.

The Debtors disclosed total assets of $4.32 billion and total
liabilities of $9.39 billion as of Feb. 28, 2017.

The Hon. Michael E. Wiles presides over the cases.

Weil, Gotshal & Manges LLP serves as counsel to the Debtors.  The
Debtors hired AlixPartners LLP as financial advisor; PJT Partners
Inc. as investment banker; Kurtzman Carson Consultants LLC as
claims and noticing agent; K&L Gates as special counsel; and KPMG
LLP as tax consultant and accounting and financial reporting
advisor.

Toshiba Nuclear Energy Holdings (UK) Ltd. is represented by Albert
Togut, Esq., Brian F. Moore, Esq., and Kyle J. Ortiz, Esq., at
Togut, Segal & Segal LLP.

On April 7, 2017, the Office of the U.S. Trustee appointed an
official committee of unsecured creditors.  Proskauer Rose LLP is
the committee's bankruptcy counsel, and Houlihan Lokey Capital,
Inc. serves as its investment banker.

The Board of Directors of Westinghouse appointed a special panel
called the U.S. AP1000 Committee to oversee the company's
activities related to certain AP1000 nuclear plants located in
Georgia and South Carolina.


WJA ASSET: Exclusive Plan Filing Deadline Moved to Jan. 2018
------------------------------------------------------------
The Hon. Scott C. Clarkson of the U.S. Bankruptcy Court for the
Central District of California has extended, at the behest of WJA
Asset Management, LLC, and its affiliated debtors, the exclusive
period for each Debtor to file a Chapter 11 plan to Jan. 18, 2018,
as well as the exclusive period for each Debtor to solicit
acceptances to the plan to April 18, 2018.

As reported by the Troubled Company Reporter on Sept. 20, 2017, the
Debtors sought the extension, telling the Court that Howard
Grobstein, their Chief Restructuring Officer, and his team are
reconciling the Debtors' books and records, which he discovered
were inaccurate and incomplete in many material respects.  In
furtherance of the reconciliation process, the Debtors are also in
the process of obtaining documents from third party sources to the
extent that the Debtors' books and records are incomplete.

                   About WJA Asset Management

Luxury Asset Purchasing International, LLC, et al., are part of a
network of entities or "Funds" formed to offer a range of
investment opportunities to individuals.  Many of the existing
Funds are performing and some Funds had substantial gains. However,
certain Funds, i.e., those invested in private trust deeds secured
by real estate, suffered losses.

William Jordan Investments, Inc. ("Advisor"), is a registered
investment advisor. Laguna Hills, California-based WJA Asset
Management, LLC ("Manager"), is the managing member of Luxury, et
al.  William Jordan was the president and sole owner of Advisor and
was the sole member and manager of Manager.

On May 18, 2017, Luxury and its affiliates filed voluntary
petitions under Chapter 11 of the United States Bankruptcy Code. On
May 25, 2017, four other affiliated filed voluntary petitions under
Chapter 11.  On June 6, CA Real Estate Opportunity Fund III filed
its Chapter 11 petition.  The Debtors' cases are jointly
administered under Bankr. C.D. Cal. Lead Case No. 17-11996, and the
Debtors continue to operate their businesses and manage their
affairs as DIP.

Pursuant to court orders, Howard Grobstein is now serving as the
chief restructuring officer of the Debtors and Mr. Jordan no longer
has any ongoing role in the Debtors' operations.

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

Judge Scott C. Clarkson presides over the cases.

Lei Lei Wang Ekvall, Esq., Philip E. Strok, Esq., Robert S.
Marticello, Esq., and Michael L. Simon, Esq., at Smiley
Wang-Ekvall, LLP, serve as counsel to the Debtors.


[^] BOOK REVIEW: AS WE FORGIVE OUR DEBTORS
------------------------------------------
Authors:    Teresa A. Sullivan, Elizabeth Warren,
             & Jay Westbrook
Publisher:  Beard Books
Softcover:  370 Pages
List Price: $34.95
Review by:  Susan Pannell

Order your personal copy today at
http://www.beardbooks.com/beardbooks/as_we_forgive_our_debtors.html

So you think you know the profile of the average consumer
debtor: either deadbeat slouched on a sagging sofa with a three-
day growth on his chin or a crafty lower-middle class type
opting for bankruptcy to avoid both poverty and responsible debt
repayment.

Except that it might be a single or divorced female who's the
one most likely to file for personal bankruptcy protection, and
her petition might be the last stage of a continuum of crises
that began with her job loss or divorce. Moreover, the dilemma
might be attributable in part to consumer credit industry that
has increased its profitability by relaxing its standards and
extending credit to almost anyone who can scribble his or her
name on an application.

Such are among the unexpected findings in this painstaking study
of 2,400 bankruptcy filings in Illinois, Pennsylvania, and Texas
during the seven-year period from 1981 to 1987. Rather than
relying on case counts or gross data collected for a court's
administrative records, as has been done elsewhere, the authors
use data contained in the actual petitions. In so doing, they
offer a unique window into debtors' lives.

The authors conclude that people who file for bankruptcy are, as
a rule, neither impoverished families nor wily manipulators of
the system. Instead, debtors are a cross-section of America. If
one demographic segment can be isolated as particularly debt-
prone, it would be women householders, whom the authors found
often live on the edge of financial disaster. Very few debtors
(3.7 percent in the study) were repeat filers who might be
viewed as abusing the system, and most (70 percent in the study)
of Chapter 13 cases fail and become Chapter 7s. Accordingly, the
authors conclude that the economic model of behavior -- which
assumes a petitioner is a "calculating maximizer" in his in his
decision to seek bankruptcy protection and his selection of
chapter to file under, a profile routinely used to justify
changes in the law -- is at variance with the actual debtor
profile derived from this study.

A few stereotypes about debtors are, however, borne out. It is
less than surprising to learn, for example, that most debtors
are simply not as well-off as the average American or that while
bankrupt's mortgage debts are about average, their consumer
debts are off the charts. Petitioners seem particularly
susceptible to the siren song of credit card companies. In the
study sample, creditors were found to have made between 27
percent and 36 percent of their loans to debtors with incomes
below $12,500 (although the loans might have been made before
the debtors' income dropped so low). Of course, the vigor with
which consumer credit lenders pursue their goal of maximizing
profits has a corresponding impact on the number of bankruptcy
filings.

The book won the ABA's 1990 Silver Gavel Award. A special 1999
update by the authors is included exclusively in the Beard Book
reprint edition.


                            *********

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,
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Each Tuesday edition of the TCR contains a list of companies with
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Each Friday's edition of the TCR includes a review about a book of
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Monthly Operating Reports are summarized in every Saturday edition
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then-ending.

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                            *********

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
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Sheryl Joy P. Olano, Psyche A. Castillon, Ivy B. Magdadaro, Carlo
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Editors.

Copyright 2017.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
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