TCR_Public/171110.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Friday, November 10, 2017, Vol. 21, No. 313

                            Headlines

175 LENOX: Sets Procedures Selling All Assets
AAA NURSING: Has Interim Approval to Use Cash Collateral
ADA CONROY: Lawyer Ordered to Disgorge $5,907 to John Conroy
ALLEGHENY TECHNOLOGIES: Equity Issue & JV Credit Pos, Moody's Says
AMC ENTERTAINMENT: Moody's Puts B1 CFR on Review for Downgrade

ARCONIC INC: Posts $119 Million Net Income in Third Quarter
ARMSTRONG ENERGY: Wants to Use Wells Fargo Bank's Cash Collateral
ARTISANAL 2015: Landlord's Bid to Dismiss Chapter 11 Case Nixed
ATNA RESOURCES: Trustee Must Pay DOJ Watchdog Statutory Fees
B. L. GUSTAFSON: Seeks February 11 Plan Filing Period Extension

BASSETT BUILDING: Taps Totaro & Shanahan as Legal Counsel
BEAR METAL WELDING: May Use Cash Collateral Through Nov. 30
BILLNAT CORP: DOJ Watchdog Names L. Salazar as Ombudsman
BTS TRANSPORTATION: Case Summary & 17 Largest Unsecured Creditors
BURNINDAYLIGHT LLC: U.S. Trustee Unable to Appoint Committee

C&D COAL: Kingston Coal Resigns as Committee Member
CANTRELL DRUG: Case Summary & 20 Largest Unsecured Creditors
CARDIAC CONNECTIONS: U.S. Trustee Forms 2-Member Committee
CHELSEA CRAFT: DOJ Watchdog Names Y. Geron as Chapter 11 Trustee
CHITTUR & ASSOCIATES: District Court Affirms APF Relief from Stay

CITGO PETROLEUM: Moody's Lowers Corporate Family Rating to Caa1
CLINE GRAIN: Family Members Buying All Vehicles & Eqpt. for $45K
COLORADO NATIONAL: Case Summary & 20 Largest Unsecured Creditors
COMBIMATRIX CORP: Incurs $610,000 Net Loss in Third Quarter
COMSTOCK RESOURCES: Incurs $24.7 Million Net Loss in Third Quarter

COPSYNC INC: Taps Adams and Reese as Legal Counsel
CORE SUPPLEMENT: Taps Mayfield Bustarde as Corporate Counsel
CORE SUPPLEMENT: Taps Stephen C. Hinze as Bankruptcy Counsel
DAKEDA LLC: U.S. Trustee Unable to Appoint Committee
DATA COOLING: Thermotech Buying All Thermotech Assets for $478K

DAVID J. LADOUCEUR: Court Dismisses Chapter 11 Bankruptcy Case
DCP MIDSTREAM: Moody's Assigns Ba2 Corporate Family Rating
DELTA MECHANICAL: Chrome Wants Creditors' Committee Disbanded
DENVER SELECT: U.S. Trustee Unable to Appoint Committee
DERRON TIMOTHY LEE: Must Show Cause Why PCO Not Necessary

DETROIT, MI: Union President Not Allowed to Represent AME
DIAMOND CONTRACT: Wants to Use Hyperion Bank's Cash Collateral
DISCOVER FINANCIAL: Moody's Affirms Ba1 Sr. Unsec. Bonds Rating
EDWARD GREENE: Says Appointment of Ombudsman Not Necessary
ENERGY TRANSFER: Egan-Jones Hikes Sr. Unsec. Ratings to BB-

ENERGY TRANSFER: Moody's Rates New Series A Preferred Stock 'Ba2'
EPTMS INC: Has Court's Interim Nod to Use Cash Collateral
EVAN JOHNSON: Plan Filing Period Extended for Additional 90 Days
EVERMILK LOGISTICS: Seeks December 11 Plan Filing Extension
EXGEN TEXAS: Case Summary & 30 Largest Unsecured Creditors

EXGEN TEXAS: Exelon Gives Up 4 of 5 Gas-Fired Plants to Lenders
EXGEN TEXAS: Exelon's $60M to Open Dec.18 Auction for Handley Plant
EXGEN TEXAS: Files Debt-To-Equity Chapter 11 Plan
FIDALGO 2010: May Use Cash Collateral Through Dec. 31
FINANCIAL RESOURCES: Wants to Use Cash for Additional 90 Days

FLORIDA COSMETOGYNECOLOGY: Taps Van Horn as Legal Counsel
GEO V. HAMILTON: Has Final OK to Enter Into Insurance Premium Pact
GETTY IMAGES: Moody's Rates New $54.56MM Revolver Loans 'B3'
GLOBAL SOLUTIONS: Has Until Jan. 31 to Exclusively File Plan
GRAND HEALTH REALTY: Diamond Royal Condo Unit Up for Sale Dec. 8

GST AUTOLEATHER: Committee Opposes DIP Loan, Quick Sale
HAHN HOTELS: Wants to Enter Into Agreements With Marcus & Millichap
HAHN HOTELS: Wants to Enter Into Listing Agreement with Lifestyles
INCA REFINING: Court Okays DIP Financing
INGERSOLL FINANCIAL: Case Summary & 2 Unsecured Creditors

IREP MONTGOMERY-MRF: Taps Jones Walker as Legal Counsel
JN MEDICAL: Amends Plan to Disclosure Suit Against Auro Vaccines
KANSAS CITY INTERNAL: Case Summary & 9 Unsecured Creditors
KAPPA DEVELOPMENT: Contract Funds Property of Estate, Court Says
KDM CONSTRUCTION: Case Summary & 10 Unsecured Creditors

LAST FRONTIER: Plan Confirmation Hearing on Nov. 20
LAURA ELSHEIMER: May Use Cash Collateral Through Jan. 31, 2018
LE CENTER, MN : Moody's Hikes GO Debt Rating From Ba1
LEXINGTON HOSPITALITY: Court Extends Cash Collateral Use
LINTON SHAFER: U.S. Trustee Unable to Appoint Committee

LOANCORE CAPITAL: Moody's Puts B1 Rating on Review for Downgrade
LOLA PROPERTIES: Foreclosure Sale Moved to Nov. 17
M/V JACK FITZ: Case Summary & Unsecured Creditor
MD2U MANAGEMENT: U.S. Trustee Unable to Appoint Committee
MERCY HOSPITAL: Moody's Confirms B1 on $70MM Revenue Bonds

MIRANDA HARRIS: U.S. Trustee Unable to Appoint Committee
MOBILESMITH INC: Appoints Robert Smith as Director
MOMENTIVE PERFORMANCE: Moody's Puts Caa1 CFR Under Review
MONTCO OFFSHORE: Exclusive Plan Filing Period Extended to Nov. 27
NAVILLUS TILE: Case Summary & 20 Largest Unsecured Creditors

NAVILLUS TILE: NY Contractor Files After Losing $76MM Case
NORTHEAST ENERGY: Unsecureds to be Paid 90% Under Exit Plan
ODEBRECHT OLEO: Files Chapter 15 After $5B Plan Okayed in Brazil
OI SA: Creditors Present Revised Restructuring Plan Term Sheet
OMINTO INC: Errors Found in Previously Issued Financial Statements

PETE ENTERPRISES: U.S. Trustee Unable to Appoint Committee
PHOENIX OF TENNESSEE: Wants to Enter into Agency Contract with GBCI
PINPOINT WAREHOUSING: Four Creditors Appointed to Creditors' Panel
PJ REAL ESTATE: Plans to Sell Bowie Property to Pay Creditors
PLATFORM SPECIALTY: Moody's Rates New $550MM Unsec. Notes Caa1

PRECIPIO INC: Vendors OK $5 Million Debt Reduction
PROFLO INDUSTRIES: Hearing on Cash Collateral Use Set for Nov. 16
PUERTO RICO: Oppenheimer, et al., Still Own $4.6 Billion of Bonds
PUERTO RICO: PREPA Bondholders Group Disclose Updated Holdings
PUERTO RICO: U.S. to Defend Constitutionality of PROMESA

QEP RESOURCES: Fitch Rates $500MM Unsecured Notes Due 2026 'BB'
QUADRANT 4: Amended Interim Cash Collateral Order Entered
QUADRANT 4: Stratitude Taps Adelman as Legal Counsel
REDIGI INC: Creditors' Bid for Appointment of Ch. 11 Trustee Denied
RESEARCH NOW: Moody's Rates New $790MM 1st Lien Loans 'B1'

ROYAL T ENERGY: Wants to Use IRS's Cash Collateral
RUPARI HOLDINGS: Plan Confirmation Hearing Set for December 14
S&R SNUBBING: Taps Robl Law Group as Legal Counsel
SAC DEVELOPMENT: Pace Buying Alpaugh Agricultural Land for $3M
SPECTRUM ALLIANCE: Selling for $5.5M Cash, Assumption of $61M Debt

SPECTRUM HEALTHCARE: PCO Reports Torrington Closed Since Sept. 29
SPRUHA SHAH: May Use Cash Collateral Through Nov. 30
STYLES FOR LESS: Files for Bankruptcy with Plans to Keep Stores
TEC-AIR INC: U.S. Trustee Forms 7-Member Committee
TERRAVIA HOLDINGS: Files Chapter 11 Plan of Liquidation

TEVA PHARMACEUTICAL: Fitch Lowers Issuer Default Rating to BB
THINK FINANCE: U.S. Trustee Forms Three-Member Committee
TRE AMICI LEASING: Nov. 30 Plan Confirmation Hearing
UOS LLC: Moody's Affirms B2 Corp. Family Rating; Outlook Stable
US OIL SANDS: Chapter 15 Case Summary

VALEANT PHARMACEUTICALS: Moody's Affirms B3 CFR; Outlook Stable
VANGUARD HEALTHCARE: May Use Cash Collateral Until Jan. 15, 2018
VENOCO LLC: AC Pipe Buying Surplus Equipment for $50K
VENOCO LLC: Office Furniture Outlet Buying Office Equipment for $3K
VERDUGO ENTERPRISES: L. Kotzin Named Chapter 11 Trustee

VILLAGE DEVELOPMENT: Unsecureds Classified Into Two in Amended Plan
WEIGHT WATCHERS: Moody's Hikes CFR to B1; Outlook Stable
WORD INTERNATIONAL: U.S. Trustee Unable to Appoint Committee
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175 LENOX: Sets Procedures Selling All Assets
---------------------------------------------
175 Lenox Restaurant, LLC, asks the U.S. Bankruptcy Court for the
Southern District of New York to authorize the bidding procedures
to govern the sale of substantially all assets to El Encanto de
Lola 2, LLC ("Purchaser No. 1") for $175,000, or Moutaz Ali or
designee ("Purchaser No. 2") for $240,000, subject to overbid.

The Debtor is a restaurant located at 175 Lenox Avenue, New York,
New York ("Premises").  It previously entered into the Lease of the
Premises from Lenox NY, LLC.  The Debtor had numerous difficulties
both with the Landlord and the neighborhood.  Its efforts to sell
the Premises began almost immediately.  The Debtor continued
efforts to sell the Premises in the Chapter 11 proceeding.

The Debtor has obtained a purchase offer from Purchaser No. 1.  It
progressed almost to the point of submitting the contract of sale
with Purchaser No. 1, whose offer is in the amount of $175,000 for
its assets, with $17,500 as earnest money.  The offer of Purchaser
No. 1 has no broker.  Then Purchaser No. 2 made an offer for the
equity interests of the Debtor, in the amount of $240,000.  The
offer of Purchaser No. 2 has a broker, Great American Brokerage.
The commission on Purchaser No. 2 is 10% of the purchase price.

The Debtor recognizes that the two offers are not completely
comparable.  It seeks the right to offer both for bidding and will
select, from the bids, what it considers to be the highest and best
offer, based upon which offer will net the Estate a greater
return.

In order to ensure that the highest and best price is received for
the Assets, and/or the Debtor, it has established the proposed
Bidding Procedures to govern the submission of competing bids at an
Auction.

The salient terms of the Bidding Procedures are:

     a. Purchased Assets: The Sale is alternatively for
substantially all of the Debtor's assets including (i) the Debtor's
interest
for the Lease of the Premises, (ii) all tangible personal property,
including all furniture, fixtures and equipment located at the
store and (iii) all inventories.

     b. Bid Deadline: (TBD) at 5:00 p.m. (ET)

     c. Deposit: 10% of the offer in cash or cash equivalent

     d. Auction: At the Court on (TBD).  The Bidding at the Auction
will continue until such time as the highest and/or otherwise best
Qualified Bid is received.

     e. Sale Hearing: November (TBD), 2017 at (TBD)

     f. Sale Objection Deadline: November (TBD), 2017 at 5:00 p.m.

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

     http://bankrupt.com/misc/175_Lenox_28_Sales.pdf

All bids submitted for the purchase of the Debtor's Assets will
remain open, and all deposits held in the attorney escrow account
of the Debtor's counsel until the sale of the Debtor’s Assets to
the Successful Bidder is consummated.  In the event that the
Successful
Bidder is unable to consummate on the Sale of the Debtor's Assets,
the next highest and/or best bidder will then be required to
consummate on the Sale of the Debtor's assets.  However, if the
Purchaser is the Backup Bidder, the Purchaser's bid will remain
open for 7 days after the Sale Hearing, unless otherwise agreed
between the Debtor and the Purchaser.

As the total consideration payable, in cash, under the APA,
$200,000, well exceeds the disputed arrearages owed to the Landlord
of approximately $150,000, the Debtor submits that the assumption
of the Lease and its assignment through the Sale is warranted by
the Bankruptcy Code.

The cure amount of approximately $120,000 owed to the Landlord
should be escrowed pending the Debtor's fixing the cure amount due
to the Landlord.

All of the sale proceeds will be received by the Debtor.  It asks
authority to conduct the Auction free and clear of all liens with
the liens to attach to the proceeds of sale (i.e., gross proceeds,
less expenses).

The Debtor submits, however, that the sale of itself to the
Purchaser, in accord with the terms of the bid of Purchaser No. 2,
will be the highest and best offer.  Therefore, it asks that the
Court authorizes and approves the Sale of its assets or the
Debtor.

The Debtor's estate has or is anticipated to have, these estimated
liabilities:

          Creditor               Type of Claim Est.     Amount
Owed
          --------               ------------------    
-----------

     US Trustee Fees (est.)        Administrative         $1,500
     Chapter 11 Professional       Administrative         $15,000
           Fees (est.)
    Landlords Arrearages           Administrative         $120,000

           (Disputed)
       Frandel Electric               Secured             $32,000
       (secured claim)
    M2 Squared (secured claim)        Secured             $50,128
         James Goldman             Administrative         $25,000
      507(a)(8) Tax Claims            Priority            $29,000
    General Unsecured Claims          Unsecured           $25,000

Purchaser No. 1's offer of $175,000 for the Debtor's Assets is not
sufficient to provide for a complete distribution to the Debtor's
creditors.  For there to be a distribution to unsecured creditors
would require additional higher bids to be obtained at the Auction
in excess of $267,500.

Purchaser No. 2's offer would provide for a subsequent plan of
reorganization, as the Purchaser would be acquiring equity.

The fees owed for United States Trustee Fees under 28 U.S.C.
Section 1930 and statutory interest, if any, pursuant to 31 U.S.C.
Section 3717, through the closing of the case will be carved out
from the Sale.  Additionally, the Professionals reserve their
rights to agreed claims under Section 506(c) of the Bankruptcy
Code.

The Debtor asks that the Court, in its discretion, waives the
14-day stay imposed by Rule 6004(h).

Purchaser No. 1:

          EL ENCANTO DE LOLA 2, LLC
          110 West 111 Street, Apt. 3
          New York, NY 10026

Purchaser No. 1 is represented by:

          John J. Lynch, Esq.
          LAW OFFICE OF JOHN J. LYNCH
          450 Seventh Avenue
          Suite 704
          New York, NY 10123

Purchaser No. 2 is represented by:

          Fred L. Seeman Esq.
          32 Broadway, Suite 1214
          New York, NY 10004
          Telephone: (212) 608-5000
          E-mail: Fred@SeemanLaw.com

Counsel for Debtor:

          Robert L. Rattet, Esq.
          RATTET PLLC
          202 Mamaroneck Avenue
          White Plains, NY 10601
          Telephone: (914) 381-7400

                    About 175 Lenox Restaurant

175 Lenox Restaurant, LLC is a restaurant located at 175 Lenox
Avenue, New York, NY 10036.  175 Lenox Restaurant sought Chapter 11
protection (Bankr. S.D.N.Y. Case No. 17-11344) on May 15, 2017.
The petition was signed by James Goldman, Managing Member.  The
Debtor estimated assets and liabilities of  $100,001 to $500,000.
The Debtor tapped Robert Leslie Rattet, Esq., at Rattet PLLC as
counsel.


AAA NURSING: Has Interim Approval to Use Cash Collateral
--------------------------------------------------------
The Hon. Victoria S. Kaufman of the U.S. Bankruptcy Court for the
Central District of California has granted AAA Nursing Services,
Inc., permission for interim use of cash collateral.

The Court will authorize the use of cash collateral for "business
gifts" as set forth in the Debtor's budget, provided that the
Debtor must set forth in each monthly operating report: (1) a
description of each business gift made during that month; (2) the
recipient of each business gift; and (3) the amount of each
business gift.

The continued hearing on the use of cash collateral to pay insider
compensation is set for Nov. 16, 2017, at 2:00 p.m.

A copy of the court order is available at:

            http://bankrupt.com/misc/cacb17-12433-62.pdf

As reported by the Troubled Company Reporter on Oct. 5, 2017, the
Court previously approved the Debtor's use of cash collateral on an
interim basis in accordance with the budget attached to the motion,
as amended to include an October 2017 payment of $3,000 to the
Internal Revenue Service.  The Court at that time did not authorize
the use of cash collateral on an interim basis for "business
gifts," as listed in the Debtor's budget, as well as payment of
insider compensation in the amount of $8,000 per month.

                        About AAA Nursing

Headquartered in Canoga Park, California, AAA Nursing Services Inc.
filed for Chapter 11 bankruptcy protection (Bankr. C.D. Cal. Case
No. 17-12433) on Sept. 12, 2017.  The petition was signed by Omnia
Kilani, its President.  The Debtor is represented by Michael Jay
Berger, Esq., and Sofya Davtyan, Esq., at the Law Offices of
Michael Jay Berger.  The Debtor estimated at least $50,000 in
assets and $100,000 to $500,000 in liabilities.


ADA CONROY: Lawyer Ordered to Disgorge $5,907 to John Conroy
------------------------------------------------------------
Judge Alan S. Trust of the U.S. Bankruptcy Court for the Eastern
District of New York entered an order requiring lawyer Fredrick P.
Stern, Esq., to disgorge fees to Debtor Ava Conroy's son John
Conroy.

On July 13, 2016, Stern filed a motion to convert Debtor's chapter
13 case to a case under chapter 11. Stern recited that Debtor owed
secured debt above the eligibility limit for chapter 13, albeit
without citing Section 109(e).

On Oct. 14, 2016, the Court entered an Order converting Debtor's
chapter 13 case to a case under chapter 11 of the Bankruptcy Code.
Stern continued to appear as counsel of record for Debtor.

On Feb. 10, 2017, the Office of the United States Trustee filed a
motion to dismiss Debtor's chapter 11 case for, among other
reasons, Debtor's failure to attend the 341 meeting of creditors.
The Motion to Dismiss was granted by the Court.

During the course of Debtor's chapter 11 case, Stern did not file a
statement of the compensation paid or agreed to be paid for
services rendered or to be rendered in contemplation of or in
connection with Debtor's chapter 11 case, including the Motion to
Convert, and the source of such compensation. He also did not file
an application to be retained as Debtor's chapter 11 counsel.

On April 7, 2017, Stern filed a fee statement, which states that he
was paid $6,407 by Debtor's son, John Conroy, for handling the
case, although it is silent as to when he was paid. While he
outlined matters that he agreed to undertake, he did not provide
any detail of services he actually provided, how much time he spent
on each task, and at what hourly rate.

Based on his Billing Statement, overall, Stern charged Debtor fees
of $6,510 for 18.8 hours of services, of which approximately 12
hours were spent pre-conversion, yet accomplished virtually
nothing. Further, a substantial amount of Stern's attorney time is
charged for secretarial and/or paralegal work such as scanning
documents, arranging conference calls, and forwarding documents to
Debtor's son to obtain Debtor's signature. It is difficult to
ascertain why Stern moved to convert the case to chapter 11 and
then did nothing to prosecute it. Stern also charged Debtor $932
for expenses, as court fees, which he does not detail in his
Billing Statement; presumably, this was the fee differential
between chapter 13 and chapter 11.

On balance, Stern earned no more than $500 for his pre-conversion
work in connection with working on a loan modification for Debtor.
No award higher than that would be reasonable for the services
provided and the benefit he provided Debtor for the chapter 13
work, and he is not entitled to compensation for his chapter 11
time. The Court is not disallowing Stern's pre-conversion work
solely based on his failure to file his disclosure of
compensation.

Thus, because he was paid $6,407 but only earned $500, Stern must
disgorge $5,907 to Debtor's son, and to do so within 21 days of
entry of this Order.

A full-text copy of Judge Trust's Order dated Oct. 31, 2017, is
available at:

     http://bankrupt.com/misc/nyeb8-16-71943-51.pdf

The bankruptcy case is in re: Ada Conroy, Case No. 8-16-71943-ast
(Bankr. E.D.N.Y.).


ALLEGHENY TECHNOLOGIES: Equity Issue & JV Credit Pos, Moody's Says
------------------------------------------------------------------
Moody's Investors Service views as credit positive Allegheny
Technologies Incorporated's (ATI -- B2 CFR, negative outlook)
equity issuance on November 7, 2017 and its November 2, 2017
announcement of the formation of a joint venture with Tsingshan
Group (Tsingshan - unrated). Proceeds of approximately $408 million
will be used to redeem the $350 million 9.375% notes due June 1,
2019, with the balance, and any further proceeds from a 30 day
option for additional shares to the underwriters, used for general
corporate purposes. Pro-forma for the debt repayment, leverage for
the twelve months ended September 30, 2017, as measured by the
debt/EBITDA ratio, would improve to approximately 5.9x from 6.7x.
The joint venture with Tsingshan will result in better utilization
of ATI's Hot Rolling and Processing Facility (HRPF) and allow for
the restart of the Direct Roll Anneal and Pickle (DRAP) facility in
Pennsylvania.

ATI, headquartered in Pittsburgh Pennsylvania, is a diversified
producer and distributor of components and specialty metals such as
titanium and titanium alloys, nickel-based alloys and stainless and
specialty steel alloys. For the twelve months ended September 30,
2017 the company generated revenues of 3.4 billion.


AMC ENTERTAINMENT: Moody's Puts B1 CFR on Review for Downgrade
--------------------------------------------------------------
Moody's Investors Service has placed the ratings for AMC
Entertainment Holdings, Inc. under review for downgrade, including
AMC's B1 corporate family rating (CFR), B1-PD probability of
default rating, Ba1 senior secured rating and B2 senior subordinate
rating. Additionally, the Ba1 senior secured notes rating at
Carmike Cinemas, Inc. were placed on review for downgrade. This
action follows AMC's worse than expected Q2 and Q3 results, in
addition to consecutive and material downward revisions to 2017
guidance including projected revenue and EBITDA. The review for
downgrade will focus on adjustments to Moody's modeling assumptions
based on Moody's revised outlook of the US and European box office
over the next 12-18 months, the probability management will
successfully execute on its operational, strategic and financial
plans and the potential benefit, and the potential impact of
selling a portion of its European assets to the public.

On Review for Downgrade:

Issuer: AMC Entertainment Holdings, Inc.

-- Corporate Family Rating, Placed on Review for Downgrade,
    currently B1

-- Probability of Default Rating, Placed on Review for Downgrade,

    currently B1-PD

-- Senior Subordinated Regular Bond/Debenture, Placed on Review
    for Downgrade, currently B2 (LGD5)

-- Senior Secured Bank Credit Facility, Placed on Review for
    Downgrade, currently Ba1 (LGD2)

Issuer: AMC Entertainment Inc. (assumed by AMC Entertainment
Holdings, Inc.)

-- Senior Subordinated Regular Bond/Debenture, Placed on Review
    for Downgrade, currently B2 (LGD5)

-- Senior Secured Bank Credit Facility, Placed on Review for
    Downgrade, currently Ba1 (LGD2)

Issuer: Carmike Cinemas, Inc.

-- Senior Secured Regular Bond/Debenture, Placed on Review for
    Downgrade, currently Ba1 (LGD2)

Outlook Actions:

Issuer: AMC Entertainment Holdings, Inc.

-- Outlook, Changed To Rating Under Review From Stable

Issuer: Carmike Cinemas, Inc.

-- Outlook, Rating Under Review

RATINGS RATIONALE

AMC's B1 RUR CFR incorporates high leverage that, although expected
to improve, is currently above Moody's tolerance for the B1 CFR --
weakly positioning the company in the rating category. Moody's
projects pro forma leverage, following the acquisitions of Carmike,
Odeon, and Nordic, will remain above Moody's 5.25x tolerance for a
sustained period. Interest expense, coupled with the burden of a
capital intensive business that requires over 10% of revenues to be
reinvested in CAPEX (unadjusted, net of landlord contributions),
absorbs almost all cash EBITDA - reducing free cash flow conversion
to low single digits of revenue. The company is also challenged by
a mature US box office, contributing close to 65% of the company's
revenues. The company is also exposed to unpredictable box office
results as well as emerging competitive threats from new entrants
aggressively searching for ways to deliver movies sooner and
through new distribution systems. AMC's dependence on a
concentrated number captive movie studios searching to remain
relevant and profitable in an evolving ecosystem is a concerning
factor.

Despite these challenges, the company is the largest operator in
the world, with operations that extend into Europe and the Nordics
which contribute over 30% of pro forma revenues. The diversity
helps spread geographic risks, thus reducing the direct impact of
negative trends in a particular region. In addition to size and
scale, the company benefits from barriers to entry into the
first-run window for theatrical distribution, a strong value
proposition and an experience that is hard to replicate in-home. In
addition, the company maintains pricing power, stable margins, the
dominant market share in the US, Europe, and Nordics, and good
liquidity.

Moody's will consider a downgrade if Moody's believe leverage will
be sustained above 5.25x (Moody's adjusted), or expect the company
to experience negative free cash flows on a sustained basis. A
negative rating action will also be considered if Moody's believe
there is or will be a material decline in liquidity, attendance,
margins, market share, or scale and diversity. Moody's would also
consider a downgrade if there were material and negative changes in
competition, financial policy, capital structure, or the business
model such that credit risk rose meaningfully.

Given leverage (Moody's adjusted debt/EBITDA) is likely to remain
above Moody's 5.25x tolerance for a sustained period, an upgrade is
unlikely at this time. In addition there are additional constraints
to a positive action. The industry is mature and there are limited
opportunities for growth in the US, the company's primary market.
There is also a secular decline in attendance and rise in
competitive threats. However, Moody's would consider an upgrade if:
leverage were sustained below 4x (with Moody's standard
adjustments), and Free cash flow as a percentage of debt was in
excess of 5% (with Moody's standard adjustments). A positive rating
action would also be conditional on one or more of the following
factors: sustained positive growth in US box office attendance,
significantly improved scale, greater market share, better margins,
or more liquidity that translates into an improved credit profile.
There would also need to be a low probability of near term event
risks or material and unfavorable changes in competition, financial
policy, capital structure, and the business model.

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

AMC, 58% owned by Dalian Wanda Group Co., Ltd. (Wanda), with its
headquarters in Leawood, Kansas, operates over 1,009 theaters with
11,083 screens across the United States and Europe, as of the last
quarter end. Annual pro forma revenue is over $5 billion (including
the acquisitions of Carmike, Odeon, and Nordic).


ARCONIC INC: Posts $119 Million Net Income in Third Quarter
-----------------------------------------------------------
Arconic Inc. filed with the Securities and Exchange Commission its
quarterly report on Form 10-Q reporting net income attributable to
the Company of $119 million on $3.23 billion of sales for the third
quarter ended Sept. 30, 2017, compared to net income attributable
to the Company of $166 million on $3.13 billion of sales for the
third quarter ended Sept. 30, 2016.

For the nine months ended Sept. 30, 2017, Arconic reported net
income attributable to the Company of $653 million on $9.68 billion
of sales compared to net income attributable to the Company of $317
million on $9.42 billion of sales for the same period during the
prior year.

As of Sept. 30, 2017, Arconic had $19.23 billion in total assets,
$13.27 billion in total liabilities and $5.96 billion in total
equity.

According to the Company, "[V]arious other lawsuits, claims, and
proceedings have been or may be instituted or asserted against
Arconic, including those pertaining to environmental, product
liability, safety and health, employment, and tax matters.  While
the amounts claimed in these other matters may be substantial, the
ultimate liability cannot currently be determined because of the
considerable uncertainties that exist.  Therefore, it is possible
that the Company's liquidity or results of operations in a period
could be materially affected by one or more of these other matters.
However, based on facts currently available, management believes
that the disposition of these other matters that are pending or
asserted will not have a material adverse effect, individually or
in the aggregate, on the results of operations, financial position
or cash flows of the Company."

Cash provided from investing activities was $776 million in the
nine months ended Sept. 30, 2017 compared to $79 million in the
nine months ended Sept. 30, 2016.

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

                      https://is.gd/KvW1JF

                       About Arconic Inc.

New York-based Arconic Inc. (NYSE: ARNC), formerly Alcoa Inc. --
http://www.arconic.com/-- is engaged in lightweight metals
engineering and manufacturing.  Arconic's products, which include
aluminum, titanium, and nickel, are used worldwide in aerospace,
automotive, commercial transportation, packaging, building and
construction, oil and gas, defense, consumer electronics, and
industrial applications.

Arconic reported a net loss attributable to the Company of $941
million for the year ended Dec. 31, 2016, following a net loss
attributable to the Company of $322 million for the year ended Dec.
31, 2015.

                           *    *    *

This concludes the Troubled Company Reporter's coverage of Arconic
Inc. until facts and circumstances, if any, emerge that demonstrate
financial or operational strain or difficulty at a level sufficient
to warrant renewed coverage.


ARMSTRONG ENERGY: Wants to Use Wells Fargo Bank's Cash Collateral
-----------------------------------------------------------------
Armstrong Energy, Inc., and its debtor affiliates ask the U.S.
Bankruptcy Court for the Eastern District of Missouri to use cash
collateral of Wells Fargo Bank, National Association, as indenture
and collateral trustee, and each of the noteholders under the
Secured Notes Indenture.

The Debtor is the issuer of certain 11.75% Senior Secured Notes due
2019 issued pursuant to that certain Indenture dated as of Dec. 21,
2012, with Wells Fargo, and Armstrong Air, LLC, Armstrong Coal
Company, Inc., Armstrong Energy Holdings, Inc., Western Diamond
LLC, and Western Land Company, LLC, as guarantors.  Interest is
payable on the Secured Notes bi-annually, on June 15 and Dec. 15.
The Secured Notes mature on Dec. 15, 2019.  The Secured Notes are
secured by a first lien on the Debtors' owned and leased real
property, coal mines, reserves, inventory, receivables, stock of
subsidiaries, and certain other assets, including cash maintained
in controlled accounts.  As of the Petition Date, approximately
$200 million of principal remains outstanding under the Secured
Notes.

Armstrong elected to forgo the $11,750,000 interest payment due
under the Secured Notes on June 15, 2017.

According to the Debtors, the use of cash collateral is 45 days
after the Petition Date (unless the period is extended by mutual
agreement of the Secured Notes Trustee, acting at the direction of
the Ad Hoc Group of Senior Secured Noteholders) if the final order
has not been entered by the Court on or before the date; and (ii)
five business days following the delivery of a written notice by
the Secured Notes Trustee or counsel to the Ad Hoc Group to the
Debtors of the occurrence of a termination event unless the
occurrence is cured by the Debtors or waived by the Secured Notes
Trustee as directed by the Ad Hoc Group prior to the expiration of
the Default Notice Period with respect thereto, provided that, if a
hearing to consider relief from the automatic stay, any other
appropriate relief in connection with delivery of the Default
Notice, or continued use of cash collateral is requested to be
heard within five business day period but is scheduled for a later
date by the Court, the Default Notice Period will be automatically
extended to the date of the hearing, but in no event by more than
two business days.

The Debtors say that their use of cash collateral is necessary to
preserving and maximizing value for the Debtors' stakeholders.  The
Debtors use cash collateral in the ordinary course of business to
procure goods and services from vendors, pay their employees, and
satisfy other working capital needs.  Absent approval of the
interim court order, the Debtors will be effectively unable to
generate revenue, operate their businesses, or pay the many
individuals who report to work each day.  These Chapter 11 estates
would be immediately and irreparably harmed if this were to occur.
The Debtors tell the Court that they are not seeking to operate
their businesses or finance the administration of these Chapter 11
cases with debtor-in-possession financing, and instead are relying
entirely on cash collateral to fund operations and these Chapter 11
cases.  Without access to cash collateral, the Debtors would be
forced to seek postpetition financing, which would impose increased
costs and delays on these Chapter 11 estates, potentially
jeopardizing the Debtors' restructuring efforts to the detriment of
all stakeholders.  

As adequate protection, the Debtors propose to grant adequate
protection liens to the Secured Notes Trustee for the benefit of
Secured Noteholders, and an allowed administrative claims against
each of the Debtors.  As  additional adequate protection, the
Debtors will pay in cash the reasonable professional fees, expenses
and disbursements incurred by the Ad Hoc Group arising prior to the
Petition Date.

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

           http://bankrupt.com/misc/moeb17-47541-7.pdf

                   About Armstrong Energy

Armstrong Energy, Inc., through its 100% wholly owned subsidiary
Armstrong Coal Company, Inc., is a producer of steam coal in the
Illinois Basin.  Armstrong -- http://www.armstrongenergyinc.com/--
controls over 565 million tons of proven and probable coal reserves
and operates five mines in Western Kentucky.  Armstrong ships coal
to utilities via rail, truck and barge and has the capability to
provide low cost custom blend coal to fuel virtually any electric
power plant in the Midwest and Southeast regions of the nation.
The Company employs approximately 600 individuals on a full-time
basis.

Armstrong Energy and eight affiliates, including Armstrong Coal
Company, Inc., sought Chapter 11 protection (Bankr. E.D. Mo. Lead
Case No. 17-47541) on Nov. 1, 2017, after reaching a plan that
would transfer assets to the Company's senior bondholders and
Knight Hawk Holdings, LLC, in exchange for a $90 million credit
bid.

As of June 30, 2017, Armstrong Energy had $308.95 million in total
assets, $435.3 million in total liabilities and a total
stockholders' deficit of $126.3 million.

The Hon. Kathy A. Surratt-States is the case judge.

The Debtors tapped Kirkland & Ellis LLP as bankruptcy counsel;
Armstrong Teasdale LLP as local counsel; Maeva Group, LLC, as
financial advisor; FTI Consulting, Inc., as restructuring advisor;
and Donlin, Recano & Company, Inc., as claims and noticing agent.

The Supporting Holders tapped Paul, Weiss, Houlihan and Carmody
MacDonald P.C. as counsel; and Houlihan Lokey, Inc., as financial
advisor.  Knight Hawk tapped Jackson Kelly PLLC as counsel.
Majority shareholder Rhino Resource Partners Holdings LLC is
represented by Thompson & Knight LLP.  Thoroughbred Resources,
L.P., is represented by Willkie Farr & Gallagher LLP.


ARTISANAL 2015: Landlord's Bid to Dismiss Chapter 11 Case Nixed
---------------------------------------------------------------
Landlord 387 Park Avenue LLC filed with U.S. Bankruptcy Court for
the Southern District of New York a motion for an order dismissing
the chapter 11 case of Artisanal 2015, LLC, on the grounds that the
Debtor filed it in bad faith, with a prohibition on re-filing and
for a declaration that the automatic stay does not apply to prevent
acts to recover possession of certain portions of the ground floor
and basement (the "Premises") of a building located at 387 Park
Avenue South, New York, New York occupied by the Debtor.

In the alternative, the Landlord seeks relief from the automatic
stay to go forward in the State Court actions, and either the
appointment of a chapter 11 trustee or the conversion of the case
to one under chapter 7. The Debtor opposes the Motion.

In light of the totality of the circumstances, Bankruptcy Judge
James L. Garrity, Jr. denies the Landlord's motion to dismiss the
case but grants the Landlord relief from the automatic stay to
permit the Yellowstone Actions to proceed in State Court through
final judgments. In accordance with the Landlord's unopposed
request, the order granting stay relief will not be subject to the
14-day stay of enforcement under Rule 4001(a)(3) of the Federal
Rules of Bankruptcy Procedure. The Court denies the Landlord's
request for a declaration that the automatic stay does not apply to
prevent acts by the Landlord to recover possession the Premises.
Finally, the Court defers consideration of the Landlord's request
for the appointment of a chapter 11 trustee, or the conversion of
the case to one under chapter 7, pending an evidentiary hearing on
those matters.

At its core, this is a single asset, two-party case pitting the
Debtor against the Landlord. The Debtor is a repeat bankruptcy
filer who commenced this and an earlier chapter 11 case as part of
its litigation strategy in addressing its many disputes with the
Landlord arising out of its alleged defaults under a Lease calling
for the Debtor to construct and operate an upscale French bistro
and lounge at the Premises. At bottom, in filing this case, the
Debtor seeks to have the Court stay the proceedings that the Debtor
initiated and that are pending in the State Court--some on
appeal--and substitute its judgment for that of the State Court in
regard to the matters at issue therein.

Upon analysis, the Court finds that the Debtor filed the chapter 11
case in bad faith. The timing of the Debtor's bankruptcy filing, in
light of the history of its litigation with the Landlord,
demonstrates that the Debtor's intent in commencing the case is to
hinder, delay and frustrate the Landlord's efforts to enforce its
rights under the Lease.

Although the Landlord has established the Debtor's subjective bad
faith in filing the chapter 11 case, the Landlord has not carried
its burden of demonstrating that the Debtor's reorganization
efforts would be objectively futile, and accordingly, the Landlord
has not established "cause" to dismiss this case. Thus, the Court
will consider the Landlord's alternative request that it be granted
relief from the automatic stay for cause.

Landlord contends that the same bad faith which constitutes "cause"
for dismissal, and which this Court has found in this case, is also
sufficient "cause" for relief from the stay. The Court agrees. It
is well-settled that "the standards for bad faith as evidence of
cause, whether in the context of dismissal or relief from the stay
are not substantively different from each other." Thus, the
Debtor's bad faith in filing this chapter 11 case warrants granting
the Landlord stay relief.

A full-text copy of Judge Garrity's Memorandum Decision dated Nov.
3, 2017, is available at:

    http://bankrupt.com/misc/nysb17-12319-47.pdf

Attorneys for 387 Park South L.L.C:

     Alec P. Ostrow, Esq.
     Chester B. Salomon, Esq.
     BECKER, GLYNN, MUFFLY, CHASSIN & HOSINSKI LLP
     299 Park Avenue, 16th Floor
     New York, New York 10171
     aostrow@beckerglynn.com
     csalomon@beckerglynn.com

Proposed Attorneys for the Debtor:

     Steven B. Eichel, Esq.
     A. Mitchell Greene, Esq.
     ROBINSON BROG LEINWAND GREENE
     GENOVESE & GLUCK P.C.
     875 Third Avenue
     New York, New York 10022
     se@robinsonbrog.com
     amg@robinsonbrog.com

Proposed Special Litigation Counsel for Debtor/Plaintiff:

     Kevin J. Nash, Esq.
     GOLDBERG WEPRIN FINKEL GOLDSTEIN LLP
     1501 Broadway, 22nd Floor
     New York, New York 10036

               About Artisanal 2015 LLC

Artisanal 2015, LLC, based in New York, NY, filed a Chapter 11
petition (Bankr. S.D.N.Y. Case No. 17-12319) on August 21, 2017.
Arnold Mitchell Greene, Esq., at Robinson Brog Leinwand Greene
Genovese & Gluck P.C., serves as its bankruptcy counsel.

In its petition, the Debtor estimated $1 million to $10 million in
assets and $10 million to $50 million in liabilities.  The petition
was signed by Sarid Drory, its managing member.


ATNA RESOURCES: Trustee Must Pay DOJ Watchdog Statutory Fees
------------------------------------------------------------
Judge Joseph G. Rosania of the U.S. Bankruptcy Court for the
District of Colorado entered an order denying Liquidating Trustee
Kenneth Buechler's motion to administratively close the chapter 11
cases of Debtors Atna Resources Inc. and affiliates.

In this case, the Liquidating Trustee, whose sole existence flows
from the Debtors and their assets, liabilities, and confirmation of
their Chapter 11 bankruptcy cases, seeks to avoid payment of
post-confirmation statutory fees to the United States Trustee
through administrative closure.

Beginning in March 2017, the LT initiated 24 adversary proceedings
for recovery of avoidance claims against third parties, and
anticipates filing additional adversary proceedings in the near
future. The LT also moved for several Rule 2004 exams and asserted
various claims objections. Through these proceedings, the LT has
collected $454,013.20 in cash and has settlement agreements in
place totaling $540,174.52.

Shortly after initiating the adversary proceedings, the LT moved to
administratively close the Debtors' cases. The LT sought
administrative closure, rather than closing the cases under L.B.R.
3022-1, stating it was not possible to file a final report due to
the open adversary proceedings. The LT also sought administrative
closure to stop the accrual of quarterly fees due the UST.

The UST objected, arguing the LT was attempting to circumvent the
fee system mandated by Congress. The UST also cited provisions of
the Plan and the Liquidating Trust Agreement requiring payment of
the fees by the Liquidating Trust.

The LT has cited several cases allowing administrative case closure
to avoid paying UST fees. In response, the UST asserted that it is
not necessarily opposed to case closure, with a subsequent
reopening to enter discharge, in the case of individual chapter 11
cases. The UST opined, however, that even individual cases should
not be closed post-confirmation unless the debtor is able to
demonstrate the case has been fully administered. For instance, in
the Walck case, no adversary proceedings were pending at the time
of administrative closure.

Because this is not an individual Chapter 11 case, the Court need
not make any determination as to whether closure is appropriate in
such cases. The Court notes, however, that closing an individual
chapter 11 case, subject to reopening to enter discharge, is based
on a very different rationale than the situation presented here. In
this case, the LT has filed 24 adversary proceedings, and while
some have settled, many of these actions are still pending, with
imminent scheduled hearings. Moreover, allowing administrative
closure in this situation would allow the LT to operate free of any
bankruptcy reporting requirements or payment of post-confirmation
fees while collecting funds for the Trust. The Court declines the
LT's invitation to treat this case like an individual Chapter 11
case.

After analyzing all the other arguments, the Court concludes that
the LT must pay the UST fees as required by 28 U.S.C. section
1930(a)(6).

A full-text copy of Judge Rosania's Order dated Nov. 1, 2017, is
available at:

     http://bankrupt.com/misc/cob15-22848-862.pdf

                   About Atna Resources

Headquartered in Lakewood, Colorado, Atna Resources Ltd. --
http://www.atna.com/-- is engaged in all phases of the mining
business, including exploration, preparation of pre-feasibility and
feasibility studies, permitting, construction and development,
operation and final closure of mining properties.

The Company owns or controls various properties with gold
resources.  The Company's production property includes Briggs Mine
California and Pinson Mine Property, Nevada.  The Company's
development properties include Mag Pit at Pinson; Columbia Project,
Montana and Briggs Satellite Projects, California.  Its Exploration
properties include Sand Creek Uranium Joint Arrangement, Wyoming;
Blue Bird Prospect, Montana and Canadian Properties, Yukon and
British Columbia.  Its Closure Property is Kendall, Montana.  The
Briggs mine is located on approximately 156 unpatented claims,
including approximately 15 mill site claims, covering over 2,890
acres.  The Company's Pinson Mine Property is located in Humboldt
County, Nevada, over 30 miles east of Winnemucca.

Atna Resources, Inc., and its direct and indirect subsidiaries
filed Chapter 11 bankruptcy petitions (Bankr. D. Colo., Lead Case
No. 15-22848) on Nov. 18, 2015.  The petitions were signed by
Rodney D. Gloss as vice president & chief financial officer.   

Atna also sought ancillary relief in Canada pursuant to the
Companies' Creditors Arrangement Act in the Supreme Court of
British Columbia in Vancouver, Canada.

In its Chapter 11 petition, Atna estimated assets in the range of
$10 million to $50 million and liabilities of $50 million to $100
million.  

Squire Patton Boggs (US) LLP serves as counsel to the Debtors.

On Dec. 14, 2015, the Office of the United States Trustee for the
District of Colorado appointed a statutory committee of unsecured
creditors in the Chapter 11 cases.  Buechler & Garber LLC has been
tapped as counsel to the Committee.


B. L. GUSTAFSON: Seeks February 11 Plan Filing Period Extension
---------------------------------------------------------------
B. L. Gustafson, LLC d/b/a Gus's Guns, Priority Care Ambulance,
B.L. Gustafson Excavation, Brynwood Farm, and Brian Gustafson
Rentals requests the U.S. Bankruptcy Court for the Western District
of Pennsylvania to extend the Debtor's exclusive period and
deadline to file a Plan from November 13, 2017, until February 11,
2018, and the time for obtaining acceptances to the Plan from
January 12, 2018 to April 12, 2018.

The Debtor asserts that the extension of the Plan exclusivity
period will allow the government's 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 was set for October 19, 2017, and the Government Proof of
Claim deadline is November 13, 2017.

The Debtor notes that its Monthly Operating Reports indicate that
the Debtor is demonstrating a strong prospect of filing a viable
plan.

                           About B.L. Gustafson, LLC

B.L. Gustafson, LLC filed a Chapter 11 petition (Bankr. W.D. Penn.
Case No. 15-11361) on December 28, 2015.  The petition was signed
by its Manager, Brian L. Gustafson.  The case is assigned to Judge
Thomas P. Agresti.  The Debtor's counsel is Guy C. Fustine, Esq. at
Knox McLaughlin Gornall & Sennett, P.C., 120 West Tenth Street,
Erie, PA.  At the time of filing, the Debtor had $100,000 to
$500,000 in estimated assets and $500,000 to $1 million in
estimated liabilities.


BASSETT BUILDING: Taps Totaro & Shanahan as Legal Counsel
---------------------------------------------------------
Bassett Building Inc. seeks approval from the U.S. Bankruptcy Court
for the Central District of California to hire Totaro & Shanahan as
its legal counsel.

The firm will advise the Debtor regarding its duties under the
Bankruptcy Code; negotiate with creditors; assist in the
preparation of a plan of reorganization; and provide other legal
services related to its Chapter 11 cases.

Totaro will charge an hourly fee of $550 for its attorneys and $150
for paralegal services.  The firm received a retainer from the
Debtor in the amount of $15,000.

Michael Totaro, Esq., disclosed in a court filing that he and his
firm are "disinterested" as defined in section 101(14) of the
Bankruptcy Code.

The firm can be reached through:

     Michael R. Totaro, Esq.
     Totaro & Shanahan
     P.O. Box 789
     Pacific Palisades, CA 90272
     Phone: 310-573-0276
     Fax: 310-496-1260
     Email: Ocbkatty@aol.com

                   About Bassett Building Inc.

Bassett Building Inc. sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. C.D. Calif. Case No. 17-14358) on November
2, 2017.  At the time of the filing, the Debtor disclosed that it
had estimated assets and liabilities of less than $500,000.  Judge
Catherine E. Bauer presides over the case.


BEAR METAL WELDING: May Use Cash Collateral Through Nov. 30
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois has
amended its third interim order, authorizing Bear Metal Welding &
Fabrication, Inc., to use cash collateral through Nov. 30, 2017.

The hearing to consider the Debtor's continued cash collateral use
will be held on Nov. 28, 2017, at 10:00 a.m.

The Debtor stipulating and representing to the Court that QCB
Properties, LLC, the U.S. Department of Treasury-Intemal Revenue
Service, the Illinois Department of Revenue, and the Illinois
Department of Employment Security had perfected liens upon the
Debtor’s prOperty as of the Petition Date pursuant to the
mortgages, UCC-I Financing statements, and statutory tax or revenue
liens that are more fully described in W943 of the motion.  The
Debtor further stipulates that the prepetition liens have attached
to all or substantially all of its real property and personal
property.  

The Debtor makes these additional stipulations:

     a) the prepetition liens are legal, valid, enforceable, non-
        avoidable, and duly and property perfected security
        interests as of the Petition Date; and

     b) the Debtor's ability to continue the operation of its
        business and complete a successful Chapter II
        reorganization requires that it have continued use of cash

        collateral and other property in which the Secured Parties

        have an interest based upon the prepetition liens, and
        that in the absence of the Debtor's ability to use cash
        collateral, the Debtor, its estate, and creditors would
        suffer immediate and irreparable harm.

A copy of the court order is available at:

          http://bankrupt.com/misc/ilnb17-24246-50.pdf

              About Bear Metal Welding & Fabrication

Headquartered in Lombard, Illinois, Bear Metal Welding &
Fabrication, Inc., has been in business since 1997.  Bear Metal is
in the business of providing fabrication and repair of metals to
commercial and consumer markets.  Bear Metal's principal asset is
the improved real estate from which it operates at 948 North Ridge
Avenue, Lombard, Illinois, with the property valued at $450,000.

Dean Mormino has been Bear Metal's principal officer at all times
since the Company began business operations. Mr. Mormino has been
the sole shareholder, director and the president since 2012 when
his marriage to Melisa Mormino was dissolved.  Prior to the
dissolution of their marriage, Melisa Mormino was a shareholder of
Bear Metal.

Bear Metal filed for Chapter 11 bankruptcy protection (Bankr. N.D.
Ill. Case No. 17-24246) on Aug. 14, 2017, estimating up to $50,000
in assets and between $500,001 and $1 million in liabilities.  The
petition was signed by Dean Mormino, president.

Abraham Brustein, Esq., at Dimonte & Lizak, LLC, serves as the
Debtor's bankruptcy counsel.  Lehman & Associates CPA, Ltd., is the
Debtor's accountant.


BILLNAT CORP: DOJ Watchdog Names L. Salazar as Ombudsman
--------------------------------------------------------
In furtherance of his administrative responsibilities imposed by
the Bankruptcy Code, and the Order entered by the U.S. Bankruptcy
Court for the Eastern District of Michigan on October 20, 2017,
Daniel M. McDermott, the U.S. Trustee for Region 9, appoints Luis
Salazar, Esq., as the Consumer Privacy Ombudsman in the chapter 11
case of Billnat Corporation.

Luis Salazar can be reached through:

            Salazar Law, LLP
            2000 Ponce de Leon Blvd., Penthouse
            Coral Gables, FL 33134

Daniel M. McDermott is represented by:

            Ronna G. Jackson, Esq.
            Trial Attorney
            Office of the U.S. Trustee
            211 West Fort St - Suite 700
            Detroit, Michigan 48226
            Phone: (313) 226-7934
            Email: Jill.Gies@usdoj.gov

                       About BillNat Corp.

BillNat Corporation operates 20 retail pharmacies from leased
facilities in Southern Michigan under the name "Sav-On Drugs".  It
was solely owned by Mr. William G. Newman until all of its capital
stock was acquired by the Frank W. Kerr Company in exchange for Mr.
Newman receiving additional shares of Kerr in a transaction that
closed in August 2015, but was retroactively effective as of Dec.
15, 2014.

Novi, Michigan-based Frank W. Kerr Company filed a chapter 7
petition on Aug. 23, 2016.  The Debtor consented to and the Court
entered an order for relief under Chapter 11, converting the case
to a Chapter 11 proceeding (Bankr. E.D. Mich. Case No. 16-51724) on
Sept. 19, 2016.  Kerr tapped McDonald Hopkins PLC as counsel.  Epiq
Bankruptcy Solutions, LLC, serves as the Debtor's noticing, claims
and balloting agent. The Debtor hired Conway Mackenzie Management
Services, LLC, as restructuring consultant and Jeffrey K. Tischler
as chief restructuring officer.  The official committee of
unsecured creditors retained Lowenstein Sandler LLP as lead
counsel; Wolfson Bolton PLLC as local counsel; and BDO USA, LLP, as
financial advisor.

BillNat Corporation filed a petition seeking relief under chapter
11 of the United States Bankruptcy Code (Bankr. E.D. Mich. Case No.
17-54357) on Oct. 13, 2017.

BillNat estimated assets of $10 million to $50 million and debt of
$50 million to $100 million.

The case judge is the Hon. Maria L. Oxholm.


BTS TRANSPORTATION: Case Summary & 17 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: BTS Transportation, Inc.
        2976 Sentiment Lane
        Greenwood, IN 46143

Type of Business: Founded in 2009, BTS Transportation Inc. is
                  a licensed and bonded freight shipping and
                  trucking company running freight hauling
                  business from Greenwood, Indiana.

Chapter 11 Petition Date: November 8, 2017

Case No.: 17-08447

Court: United States Bankruptcy Court
       Southern District of Indiana (Indianapolis)

Judge: Hon. James M. Carr

Debtor's Counsel: John Joseph Allman, Esq.
                  HESTER BAKER KREBS, LLC
                  One Indiana Square, Suite 1600
                  211 N. Pennsylvania Street
                  Indianapolis, IN 46204
                  Tel: 317-833-3030
                  Fax: 317-833-3031
                  E-mail: jallman@hbkfirm.com

                    - and -

                  David R. Krebs, Esq.
                  HESTER BAKER KREBS, LLC
                  One Indiana Square, Suite 1600
                  211 N. Pennsylvania Street
                  Indianapolis, IN 46204
                  Tel: 317-833-3030
                  Fax: 317-833-3031
                  E-mail: dkrebs@hbkfirm.com

Estimated Assets: $500,000 to $1 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Navneet Kaur, president.

A full-text copy of the petition, along with a list of 17 unsecured
creditors, is
available for free at http://bankrupt.com/misc/insb17-08447.pdf


BURNINDAYLIGHT LLC: U.S. Trustee Unable to Appoint Committee
------------------------------------------------------------
An official committee of unsecured creditors has not yet been
appointed in the Chapter 11 case of Burnindaylight LLC as of Nov.
6, according to a court docket.

                    About Burnindaylight LLC

Burnindaylight LLC is a small business debtor as defined in 11
U.S.C. Section 101(51D) and is engaged in activities related to
real estate.  The principal place of business of Burnindaylight is
1215 182nd Ave. E, Bonney Lake, Washington.

The Debtor sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. W.D. Wash. Case No. 17-43439) on September 13, 2017.
Donald Sumpter, Jr., managing member, signed the petition.  

Judge Brian D. Lynch presides over the case.

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


C&D COAL: Kingston Coal Resigns as Committee Member
---------------------------------------------------
Andrew Vara, acting U.S. trustee for Region 3, on November 6
announced that Kingston Coal Company resigned as member of the
official committee of unsecured creditors in the Chapter 11 case of
C&D Coal Company, LLC.

The remaining committee members are W.B. Kania & Associates LLC, AC
Power Tech Inc., Global Mine Service Incorporated, Francis
Enterprises Inc., Dolges Electric Inc., and Integrated Power
Services.

          About C&D Coal Company and Derry Coal Company

C&D Coal Company, LLC, and Derry Coal Company, LLC, both based in
Derry, PA, filed separate Chapter 11 petitions (Bankr. W.D Pa. Case
Nos. 16-24726 and 16-24727) on Dec. 22, 2016.  The petitions were
signed by Jimmy Edward Cooper, managing member.  The cases are not
jointly administered.  

Judge Gregory L. Taddonio presides over the case of C&D.  Judge
Thomas P. Agresti was initially assigned to Derry Coal's case but
Judge Taddonio later took over.

The Debtors are represented by Robert O Lampl, Esq., at Robert O.
Lampl, Attorney at Law.

C&D estimated $10 million to $50 million in assets and liabilities.
  Derry Coal estimated $1 million to $10 million in assets and
liabilities.

On Jan. 17, 2017, Andrew R. Vara, acting U.S. trustee for Region 3,
appointed an official committee of unsecured creditors in C&D's
case.  The committee retained Whiteford, Taylor & Preston, LLC as
counsel; and Albert's Capital Services, LLC as financial advisor.

No official committee of unsecured creditors has been appointed in
Derry Coal's case.


CANTRELL DRUG: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Cantrell Drug Company, Inc.
        7700 Northshore Place
        North Little Rock, AR 72118

Type of Business:     Established in 1952, Cantrell Drug Company
                      is a privately owned multi-faceted specialty
                      pharmaceutical company providing sterile and
     
                      non-sterile pharmaceutical preparations to
                      meet the needs of patients, physicians,
                      clinics, and healthcare institutions
                      throughout the United States.  Cantrell Drug
                      Company is comprised of two divisions: a
                      state-based custom compounding division
                      primarily designed to "bridge the gap" with
                      commercial product drug shortages, and a FDA

                      registered division known as an "Outsource
                      Human Drug Compounder."  

                      Web site: https://cantrelldrug.com

Chapter 11 Petition Date: November 7, 2017

Court: United States Bankruptcy Court
       Eastern District of Arkansas (Little Rock)

Case No.: 17-16012

Judge: Hon. Phyllis M. Jones

Debtor's Counsel: Kevin P. Keech, Esq.
                  KEECH LAW FIRM, PA
                  2011 S. Broadway St.
                  Little Rock, AR 72206
                  Tel: (501)221-3200
                  Fax: (501)221-3201
                  E-mail: kkeech@keechlawfirm.com

Total Assets: $15.11 million

Total Debts: $7.46 million

The petition was signed by James L. Mc Carley, Jr., chief executive
officer.

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

        http://bankrupt.com/misc/areb17-16012.pdf

Debtor's List of 20 Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
American Express                     Credit Card         $83,517

Analytical Laboratories                Services         $105,720

Aramark Cleanroom Service           Goods/Services      $322,602
25259 Network Place
Chicago, IL
60673-1252

Attentus Medical Sales, Inc.             Goods           $85,508  

Baxter Healthcare Corporation            Goods           $60,972

Clinton National Airport                  Rent           $91,765

eMed Healthcare                          Goods           $84,166

Health Trust                           GPO Fees          $66,346

International Medical                    Goods           $52,850

Medisca, Inc.                            Goods           $85,494

Memorial Mission Hospital            Recall Credit       $52,616

MSD, LLC                                 Goods           $64,088

National HVAC Service                Goods/Services     $118,545

Pharmasite, LLC                          Rent           $179,977

Pharmax Services, Inc.                 Services         $999,400
#2 Calle Nairn, Suite 1001
San Juan, PR 00907

Precision Print Solutions                Goods           $83,745

ProPharma Group                       Consulting        $207,423
                                        Services

Regions Bank                           Accounts         $386,185
201 Milan Parkway                     Receivable
Birmingham, AL 35211

Sigma Supply of N.A., Inc.               Goods           $48,652

Various Employees                    Paid Time Off       $56,547


CARDIAC CONNECTIONS: U.S. Trustee Forms 2-Member Committee
----------------------------------------------------------
The Office of the U.S. Trustee on Nov. 6 appointed two creditors to
serve on the official committee of unsecured creditors in the
Chapter case of Cardiac Connections Home Health Care Nursing
Services Corp.

The committee members are:

     (1) Brightree Home Health & Hospice, LLC
         1735 North Brown Road, Suite 500
         Lawrenceville, GA 30043

     (2) Therapy Resources, Inc.
         9130 Stephens Manor Drive
         Mechanicsville, VA 23116

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

Cardiac Connections is represented by:

     Robert S. Westermann, Esq.
     Hirschler Fleischer, P.C.
     The Edgeworth Building
     P.O. Box 500
     Richmond, VA 23218-0500
     Phone: 804-771-9500
     Email: rmcburney@hf-law.com

                   About Cardiac Connections

Cardiac Connections Home Health Care Nursing Services Corp.
provides various high quality in-home health care and skilled
nursing services to Richmond and surrounding counties and counties,
which services include observation and assessment of condition;
gastrostomy care; client and family education and management of
disease process; tracheostomy care; preventative measures and
management of chronic diseases; catheter care; management &
evaluation of client care plan; injections; medication education
and management; venipuncture; wound care; iv therapy; home safety
and emergency education; ostomy care; diabetic management and care;
pain management; enteral and parenteral nutrition; nutritional
support; and care and management of left ventricular assist
device.

Cardiac Connections filed a Chapter 11 petition (Bankr. E.D. Va.
Case No. 17-35183) on Oct. 16, 2017.  Zainab Mariam Dumbuya,
president and chief executve officer, signed the petition.

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

Robert S. Westermann, Esq., and Rachel A. Greenleaf, Esq., at
Hirschler Fleischer, P.C., in Richmond, Virginia, serve as counsel
to the Debtor.


CHELSEA CRAFT: DOJ Watchdog Names Y. Geron as Chapter 11 Trustee
----------------------------------------------------------------
William K. Harrington, the U.S. Trustee for Region 2, asks the U.S.
Bankruptcy Court for the Southern District of New York to approve
his appointment of Yann Geron, Esq., as the Chapter 11 Trustee for
Chelsea Craft Brewing Company, LLC.

Yann Geron, Esq. is a partner of:

            Reitler Kailas & Rosenblatt LLC
            885 Third Avenue, 20th Floor
            New York, New York 10022
            Phone: (212) 209-3050

Pursuant to the Order of the Court, entered on October 24, 2017,
the U.S. Trustee has been directed to appoint a Chapter 11 trustee
in the Debtor's case. The Chapter 11 Trustee bond is initially set
at $10,000.

William K. Harrington is represented by:

            Brian S. Masumoto, Esq.
            Trial Attorney
            U.S. Department of Justice
            Office of the United States Trustee
            U.S. Federal Office Building
            201 Varick Street, Room 1006
            New York, NY 10014
            Tel. (212) 510-0500

              About Chelsea Craft Brewing Company

Chelsea Craft Brewing Company, LLC operates a craft brewery and
taproom located at 463 East 173rd Street, Bronx, New York.  It is
approximately 10,000 square feet in size and the existing lease has
seven years remaining on its terms with a right to renew for an
additional five years.

An involuntary Chapter 7 bankruptcy petition was filed against the
Debtor (Bankr. S.D.N.Y. Case No. 17-11459) on May 25, 2017.  The
petitioning creditors Valerie Alexander, Bart Alexander, Joanne
Perona and Barbara A. Phelps are represented by Michael T. Sucher,
Esq.

Judge Sean H. Lane, who presides over the case, entered an order
for relief on July 28, 2017.  The court also entered an order
converting the case to Chapter 11.

The Debtor hired Morrison Tenenbaum, PLLC as its bankruptcy counsel
and Pick & Zabicki LLP as its special transactions counsel.  


CHITTUR & ASSOCIATES: District Court Affirms APF Relief from Stay
-----------------------------------------------------------------
The Hon. Vinvent L. Briccetti of the U.S. District Court for the
Southern District of New York affirms the U.S. Bankruptcy Court for
the Southern District of New York's order of September 19, 2016,
granting APF MAD 286 LLC, GAN 286 MADISON LLC, and 286 Madison
Associates LLC limited relief from the automatic stay, as well as
the Bankruptcy Court's order of October 4, 2016, denying Chittur &
Associates, PC's motion for reargument.  

APF is the owner and landlord of a commercial office building
located at 286 Madison Avenue in New York City. Chittur PC, a
two-attorney law practice, is a former tenant at 286 Madison
Avenue, pursuant to a commercial lease agreement dated April 10,
2007.

After the lease expired, Chittur PC remained at 286 Madison Avenue
as a month-to-month tenant pursuant to Article 53 of the lease.
Beginning in March 2012, Chittur PC stopped paying complete rent,
and it paid no rent thereafter for approximately fifteen months.
APF terminated Chittur PC's month-to-month tenancy by written
notice effective November 30, 2012.

On December 3, 2012, APF commenced a holdover summary proceeding
against Chittur PC in the Civil Court of the City of New York,
seeking to evict Chittur PC from 286 Madison Avenue and holdover
damages (L&T Proceeding). By decision and order dated May 31, 2013,
the Civil Court awarded APF summary judgment for possession of the
premises Chittur PC occupied.

Chittur PC vacated the premises on or about June 30, 2013.

On February 10, 2014, the Civil Court issued a supplemental
decision and order, amending APF's money judgment to add $14,761.88
in interest, for a total judgment amount of $157,603.04.

Around March 3, 2014, Chittur PC appealed the L&T Judgment and each
of the Civil Court's underlying orders. Around the same time,
Chittur PC deposited with the Civil Court an undertaking in the
amount of $157,603.04 to obtain a stay of enforcement of the L&T
Judgment pending its appeal pursuant to the New York Civil Practice
Law and Rules. The clerk of the Civil Court subsequently
transferred Chittur PC's undertaking to the New York City
Department of Finance to be held pending a court order for its
release pursuant to CPLR.

Before commencing the L&T Proceeding, on October 4, 2012, APF also
filed an action in Supreme Court, New York County, against Krishnan
Chittur, Chittur PC's owner and principal, to recover under Mr.
Chittur's personal guarantee of the parties' lease agreement. On
January 14, 2016, a money judgment was entered in favor of APF and
against Mr. Chittur in the total amount of $246,529. Meanwhile, on
October 29, 2015, the Appellate Division, First Department,
affirmed the order granting summary judgment.

Chittur PC commenced its bankruptcy proceeding on May 24, 2016.
Thus, the stay was in effect on June 2, 2016, when the Appellate
Division denied Chittur PC's motion for leave to appeal the L&T
Judgment.

APF moved for relief from the automatic stay, and by Order dated
September 19, 2016, the bankruptcy court granted APF's motion to
lift the automatic stay retroactively, except that it denied APF's
request to lift the stay to allow the L&T Proceeding to go forward
in Civil Court to determine the amount of legal fees and expenses
Chittur PC owed APF.

The Court maintains that the bankruptcy court properly concluded
APF had an interest in the undertaking that was entitled to
adequate protection. The purpose of the undertaking was to secure a
money judgment in favor of a specific party -- APF -- in case
Chittur PC exhausted its appeal without obtaining a reversal of the
underlying judgment or other relief. Moreover, the undertaking was
made pursuant to a scheme established by the CPLR. Accordingly, the
bankruptcy court correctly concluded that Section 9-312(b)(3) of
the UCC relating to perfecting a security interest in cash, did not
apply to APF's interest in the funds.

Moreover, the Court says that Chittur PC's contention that "APF
should be judicially estopped from arguing that the undertaking is
not property of the bankruptcy estate" is plainly incorrect.

The Court finds there is no basis for concluding APF should be
estopped from advancing the positions it has taken in the instant
action. The Court points out that in affirming the order granting
summary judgment, the Appellate Division held that the "lease and
guarantee are two separate contracts, and the holdover proceeding
under the terms of the lease did not extinguish APF's claims under
the guarantee." The Appellate Division further concluded "as the
guarantee plainly states that it is an unconditional guarantee of
payment, APF was not obligated to wait and attempt to receive
payment from Chittur PC, and APF was entitled to proceed directly
against Mr. Chittur."

Therefore, the basis for the Guarantee Judgment was Mr. Chittur's
independent contractual obligation under the guarantee, not any
representation that APF may or may not have made regarding Chittur
PC's interest in the undertaking. The Court thus rejects Chittur
PC's judicial estoppel argument because Chittur PC has failed to
establish that any prior court relied on a position taken by APF
that is inconsistent with APF's positions in this proceeding.

Accordingly, the Court concludes the bankruptcy court did not abuse
its discretion in granting APF retroactive annulment of the
automatic stay to validate the Appellate Division's order in the
L&T Proceeding and to permit APF to collect Chittur PC's
undertaking on deposit with the Department of Finance. The Court
has considered Chittur PC's remaining contentions and finds them to
be without merit.

The case is IN RE: CHITTUR & ASSOCIATES, PC, Debtor. CHITTUR &
ASSOCIATES, PC, Appellant, v. APF MAD 286 LLC, GAN 286 MADISON LLC,
and 286 MADISON ASSOCIATES LLC, Appellees, No. 17 CV 433 (VB),
(S.D.N.Y.).

A full-text copy of the Opinion and Order dated October 16, 2017,
is available at https://is.gd/2PeWHY from Leagle.com.

Chittur & Associates, P.C., Debtor/Appellant is represented by:

            Joel M. Shafferman, Esq.
            Shafferman & Feldman LLP
            137 Fifth Avenue, 9th Floor
            New York, NY 10010
            Phone: 212 509-1802
            Email: joel@shafeldlaw.com

            -- and --

            Krishnan Shanker Chittur, Esq.
            Chittur & Associates, P.C.
            500 Executive Boulevard Suite 305
            Ossining, New York  10562
            Tel: 914 944 4400
            Fax: 914 8408537
            Email: kchittur@chittur.com

Appellees APF MAD 286 LLC, GAN 286 MADISON LLC, and 286 Madison
Associates LLC are represented by:

            Jay B. Solomon, Esq.
            Efrem Zevi Fischer, Esq.
            Klein & Solomon, LLP & Klein & Solomon, LLP
            275 Madison Avenue, 11th Floor
            New York, NY 10016
            Phone: 212-661-9400
            Fax: 212-661-6606

                      About Chittur & Associates

Chittur & Associates, PC filed a Chapter 11 petition (Bankr.
S.D.N.Y. Case No. 16-22704), on filed May 24, 2016. The Petition
was signed by Krishnan Chittur, president. The Debtor is
represented by Lawyer's Name, Law Firm, Address. At the time of
filing, the Debtor had at least $50,000 in estimated assets and
$500,000 to $1 million in estimated liabilities.


CITGO PETROLEUM: Moody's Lowers Corporate Family Rating to Caa1
---------------------------------------------------------------
Moody's Investors Service downgraded CITGO Petroleum Corporation's
Corporate Family Rating to Caa1 from B3; its Probability of Default
rating to Caa1-PD from B3-PD; and its senior secured and unsecured
ratings on term loans and global notes and IRB's to Caa1 (LGD4)
from B3 (LGD4). The rating on Citgo Petroleum's senior secured
revolving credit facility was downgraded to B3 (LGD4) from B2
(LGD3).

Furthermore, Moody's downgraded CITGO Holding, Inc. (Citgo
Holding)'s Corporate Family Rating to Caa2 from Caa1; and its
senior secured ratings on term loans and global notes Caa2 (LGD4)
from Caa1 (LGD4).

The ratings outlook for Citgo Petroleum and Holding was changed to
negative from stable.

The rating actions follow Moody's downgrade on November 6, 2017 of
Petroleos de Venezuela S.A. (PDVSA)'s ratings to Ca from Caa3 given
the company's payment default on November 2, related to the 2017
notes, and Moody's expectation that PDVSA will default on other
debt obligations in the near term given its significant financial
stress and the government's stated intention to restructure its
debt. PDVSA is the ultimate controlling shareholder of Citgo
Petroleum and Citgo Holding.

RATINGS RATIONALE

The downgrade of Citgo Petroleum's and Citgo Holding ratings and
the change of outlook to negative from stable primarily reflects
heightened risk associated with PDVSA's ownership and financial
stress. While both companies' assets are located in the US and
their credit agreements provide certain protections to lenders,
including limitations on dividends, it lacks an independent board,
with its members and senior management appointed by PDVSA.
Meanwhile, the refineries continue to generate good financial
results, fund capital spending internally, and maintain a solid
liquidity profile, including cash and committed bank facilities.

The ratings of the senior secured credit facility and other classes
of debt reflect their priority claim under Moody's Loss Given
Default methodology. The companies' senior secured credit
facilities are rated one notch higher than their respective
Corporate Family Ratings because of its priority claim to certain
assets of the companies. The remaining debt is rated at the same
level as the Corporate Family Ratings.

The principal methodology used in these ratings was Refining and
Marketing Industry published in November 2016.

Citgo Petroleum Corporation, based in Delaware, US, is an
independent refining company with 749,000 bpd of capacity in three
large refineries that have good logistical and market positions in
the US Gulf Coast and Midwest markets. Citgo Petroleum is a wholly
owned subsidiary of PDVSA, the state oil company of Venezuela. As
of June 2017, Citgo Petroleum reported assets and EBITDA of $7.5
billion and $1.3 billion, respectively.

Citgo Holding, Inc, based In Delaware, US, is holding company with
no direct operations and no significant assets other than its
ownership of 100% of the capital stock of Citgo Petroleum
Corporation (Citgo Petroleum, Caa1 negative) and 100% of the
limited liability company interests of Citgo Holding Terminals,
Southwest Pipeline Holding and Midwest Pipeline Holding, all
operating companies.


CLINE GRAIN: Family Members Buying All Vehicles & Eqpt. for $45K
----------------------------------------------------------------
Cline Transport, Inc., asks the U.S. Bankruptcy Court for the
Southern District of Indiana to authorize the private sale of all
vehicles and related equipment, except for the 2015 GMC Sierra Pick
Up, to Kyle D. Cline, Tyler J. Cline, and Michael L. Cline for
$44,800.

A copy of the list of Equipment to be sold attached to the Motion
is available for free at:

     http://bankrupt.com/misc/Cline_Grain_561_Sales.pdf

The Debtor owns the Vehicles.  The Debtor and the Purchasers
entered into Purchase Agreement for the sale and purchase of the
Vehicles.  The Debtor proposes to transfer the Equipment to the
Purchasers free and clear of any liens and claims of any and every
kind or nature whatsoever.  The Purchasers are the Debtor's
shareholders' sons.  Along with the familial relationship, the
Debtor's shareholders and the Purchasers farm the family's farm
ground as a family.

In order to obtain crop input financing for 2016 and 2017 at a time
when the Debtor's shareholders could not because of their financial
difficulties, the Purchasers and other Cline family members
obtained such crop input loans.  The Debtor's shareholders and
their sons have continued to farm together since the Petition Date,
and it is anticipated that the Debtor's shareholders will always be
jointly involved in all aspects of the Cline family farm for the
foreseeable future.

The Debtor believes the sale of the Vehicles is in the best
interest of the estate and creditors, and the sale will help it pay
down debt.  It had the Equipment appraised and the Purchase Price
is the fair market value price.  Therefore, no other offers were
sought for the Vehicles.  Because the Purchase Price is equal to
the fair market value, as established by the attached Jack Fife
appraisal, the Debtor submits that no further marketing is
necessary and that the Agreement is a result of arms-length and
good-faith negotiations.

The only interests in the Vehicles that the Debtor is aware of are
tax liens filed by the Internal Revenue Service and the warrants
filed by the Indiana Department of Revenue.  Upon information and
belief, the IRS filed notices of federal tax liens against Cline
Transport as early as Nov. 23, 2015, and the IDR filed tax warrants
against Cline Transport as early as Feb. 8, 2016.

Because the IRS lien was filed prior to the IDR's, the Debtor
submits that the IRS has a first-priority lien on the Vehicles.  

Accordingly, the Debtor proposes that the net proceeds be paid to
the IRS.  The IRS has agreed to allow a carve-out for the Debtor's
attorney's fees and for United States Trustee's fees pursuant to 11
U.S.C. Section 506(c).  The Debtor does not anticipate that the net
proceeds will satisfy the Debtor's IRS tax obligations; however, in
the event the net proceeds do satisfy its IRS tax obligation, then
the excess proceeds will be paid to the IDR.

The Debtor submits that the sale of the Vehicles is within its
sound business judgment.  It has determined that the sale of the
Vehicles will maximize the value of its estate and is in the best
interest of the estate and its creditors.  The Debtor is no longer
operating and has no other use for the Equipment, so liquidation
makes eminent sense.

The Debtor also asks that if no objections are filed or pending at
the time of hearing on the Motion, that the Court waives the 14-day
stay imposed by Rule 6004(h) of the Federal Rules of Bankruptcy
Procedure.

                   About Cline Grain, Inc.

Cline Grain, Inc., and several affiliated entities sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.
Ind. Lead Case No. 17-80004) on Jan. 3, 2017.  The
debtor-affiliates are Cline Transport, Inc. (Case No. 17-80005),
New Winchester Properties, LLC (17-80006), Michael B. Cline and
Kimberly A. Cline (Case No. 17-00013) and Allen L. Cline and Teresa
A. Cline (Case No. 17-00014).  Allen Cline, as authorized
representative, signed the petitions.

The cases are assigned to Judge Jeffrey J. Graham.

The Debtors are represented by Jeffrey M. Hester, Esq., at Hester
Baker Krebs LLC.

Cline Grain, Inc., estimated under $50,000 in assets and $1 million
to $10 million in liabilities.  Cline Transport, Inc., estimated
between $500,000 to $1 million in assets, while New Winchester
Properties estimated $10 million to $50 million in assets.  Both
debtors estimated $1 million to $10 million in liabilities.

No official committee of unsecured creditors has been appointed in
the Chapter 11 cases.


COLORADO NATIONAL: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Colorado National Bancorp
           fka Community Bank Partners, Inc.
        700 17th Street, Suite 100
        Denver, CO 80202

Type of Business: Colorado National Bancorp operates as a bank
                  holding company for Colorado National Bank that
                  provides banking products and services to
                  businesses and consumers in Colorado and
                  surrounding states.  Colorado National Bancorp,
                  formerly known as Community Bank Partners, Inc.,

                  was incorporated in 2009 and is based in Denver,

                  Colorado with a location in Palisade, Colorado.

Chapter 11 Petition Date: November 8, 2017

Case No.: 17-20315

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

Judge: Hon. Elizabeth E. Brown

Debtor's Counsel: Steven T Mulligan, Esq.
                  JACKSON KELLY PLLC
                  1099 18th St., Ste. 2150
                  Denver, CO 80202
                  Tel: 303-390-0003
                  Fax: 303-390-0177
                  E-mail: smulligan@jacksonkelly.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Scott D. Jackson, chief executive
officer.

A copy of the Debtor's list of 20 largest unsecured creditors is
available for free at:

     http://bankrupt.com/misc/cob17-20315_creditors.pdf

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

         http://bankrupt.com/misc/cob17-20315.pdf


COMBIMATRIX CORP: Incurs $610,000 Net Loss in Third Quarter
-----------------------------------------------------------
Combimatrix Corporation filed with the Securities and Exchange
Commission its quarterly report on Form 10-Q reporting a net loss
of $610,000 on $4.01 million of total revenues for the three months
ended Sept. 30, 2017, compared to a net loss of $856,000 on $3.24
million of total revenues for the three months ended Sept. 30,
2016.

Total operating expenses were $4.6 million for the third quarter of
2017 compared with $4.1 million for the prior-year comparable
period.  The increase was due primarily to increased general and
administrative expenses, which included $391,000 of merger-related
expenses not incurred during the comparable 2016 period.  Operating
expenses also increased from higher cost of services associated
with increased testing volumes, and were partially offset by lower
sales and marketing expenses related to optimized headcount in the
field.  Excluding merger-related expenses, non-GAAP general and
administrative expenses for the third quarter of 2017 were $1.5
million.  A reconciliation of GAAP to non-GAAP measures is provided
below. Gross margin improved to 59.4% for the third quarter of 2017
from 54.0% for the third quarter of 2016, driven primarily by
improved average reimbursement per test reflected above as well as
from cost containment strategies undertaken in recent periods.

For the nine months ended Sept. 30, 2017, Combimatrix reported a
net loss of $1.49 million on $12.04 million of total revenues
compared to a netloss of $3.58 million on $9.32 million of total
revenues for the same period during the prior year.

Operating expenses for the first nine months of 2017 were $13.5
million compared with $12.9 million from the prior-year comparable
period, with the increase due primarily to increased general and
administrative expenses, which included $601,000 of merger-related
expenses not incurred during the comparable 2016 period.  Operating
expenses also increased from higher cost of services associated
with increased testing volumes, and were partially offset by lower
sales and marketing expenses related to optimized headcount in the
field.  Excluding merger-related expenses, non-GAAP general and
administrative expenses for the first nine months of 2017 were $4.8
million.  General and administrative expenses for the first nine
months of 2016 were $4.6 million.  Gross margin improved to 60.2%
for the first nine months of 2017 from 52.9% for the first nine
months of 2016.

CombiMatrix reported a net loss attributable to common stockholders
of $5.78 million for the year ended Dec. 31, 2016, a net loss of
$7.65 million in 2015, and a net loss of $8.70 million in 2014.

The Company had $7.73 million in total assets, $2.46 million in
total liabilities and $5.27 million in total stockholders' equity
as of Sept. 30, 2017.

At Sept. 30, 2017, cash and cash equivalents totaled $2.4 million,
compared to $3.7 million at Dec. 31, 2016.  Cash is held primarily
in general checking accounts as well as in money market mutual
funds backed by U.S. government securities.  When held, short-term
investments typically are comprised primarily of certificates of
deposits issued by U.S. financial institutions.  Working capital
was $4.9 million and $6.1 million at Sept. 30, 2017, and Dec. 31,
2016, respectively.  The primary reason for the decrease in working
capital was due to lower overall cash balances at Sept. 30, 2017,
compared to Dec. 31, 2016, driven by operating, investing and
financing activities.

Higher cash inflows from improved cash collections during the nine
months ended Sept. 30, 2017, resulted in lower cash used in
operating activities compared to the nine months ended Sept. 30,
2016.

The decrease in net cash flows from investing activities was due to
reduced net sales of available-for-sale short-term investments made
during the nine months ended Sept. 30, 2017, compared to the
comparable period in 2016.

The decrease in net cash flows from financing activities was due
primarily to the $6.9 million of net proceeds received from the
March 2016 Series F Financing, partially offset by the $2.8 million
repurchase of Series E preferred stock and dividends paid to the
Series E investors commensurate with the 2016 Series F Financing,
compared to no sales or repurchases of our securities in 2017, but
instead is comprised primarily of the $230,000 repurchase of
one-half of the Warrants described above.

"We have a history of incurring net losses and net operating cash
flow deficits.  We also incur expenses from deploying new services
and from continuing to develop commercial technologies and
services.  We believe that our cash and cash equivalents as of
September 30, 2017, which totaled $2.4 million, will be sufficient
to meet our expected cash requirements for current operations
through and beyond the first quarter of 2018, when we anticipate
achieving cash flow break-even status. I f the Merger is
terminated, however, and we have to pay termination fees and
transaction expenses, we may not have sufficient funds to make such
payments.  In order for us to continue as a going concern beyond
this point and to ultimately achieve profitability, we may be
required to obtain capital from external sources, increase revenues
and reduce operating costs.  However, there can be no assurance
that our operations will become profitable or that external sources
of financing, including the issuance of debt and/or equity
securities, will be available at times and on terms acceptable to
us, or at all.  The issuance of additional equity or convertible
debt securities will also cause dilution to our stockholders.
Also, in order to issue securities at a price below the exercise
prices of our outstanding warrants issued in connection with our
past preferred stock private placement financings, we must obtain
the affirmative consent of holders of at least 67% of each series
of such outstanding warrants.  If we are unable to obtain the
consent of these holders in connection with future financings, we
may be unable to raise additional capital on acceptable terms, or
at all. If external financing sources are not available or are
inadequate to fund our operations, we will be required to reduce
operating costs, including research projects and personnel, which
could compromise our future strategic initiatives and business
plans," the Company stated in the Report.

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

                      https://is.gd/Ch16v2

                  About CombiMatrix Corporation

CombiMatrix Corporation -- http://www.combimatrix.com/-- provides
molecular diagnostic solutions and comprehensive clinical support
to foster the highest quality in patient care.  CombiMatrix
specializes in pre-implantation genetic diagnostics and screening,
prenatal diagnosis, miscarriage analysis and pediatric
developmental disorders, offering DNA-based testing for the
detection of genetic abnormalities beyond what can be identified
through traditional methodologies.  The Company's testing focuses
on advanced technologies, including single nucleotide polymorphism
chromosomal microarray analysis, next-generation sequencing,
fluorescent in situ hybridization and high resolution karyotyping.


COMSTOCK RESOURCES: Incurs $24.7 Million Net Loss in Third Quarter
------------------------------------------------------------------
Comstock Resources, Inc., filed with the Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $24.73 million on $66.81 million of total oil and gas sales for
the three months ended Sept. 30, 2017, compared to a net loss of
$28.47 million on $50.33 million of total oil and gas sales for the
three months ended Sept. 30, 2016.

The third quarter 2017 results include an unrealized loss from
derivative financial instruments of $2.0 million, loss on sale of
oil and gas properties of $1.0 million and $9.9 million of non-cash
interest expense associated with the discounts recognized and costs
incurred on the debt exchange that occurred in 2016.  Financial
results for the third quarter of 2016 included impairments on oil
and gas properties and undeveloped leases of $76.5 million, a net
loss on the sale of oil and gas properties of $13.2 million, a net
gain on debt extinguishment of $97.5 million related to the debt
exchange and an income tax benefit to reflect a change in state law
of $0.8 million.  Excluding these items from each year's results,
the net loss for the third quarter of 2017 would have been $11.8
million or $0.80 per share as compared to a net loss of $37.1
million or $3.02 per share in the third quarter of 2016.

For the nine months ended Sept. 30, 2017, Comstock Resources
reported a net loss of $69.11 million on $182.08 million of total
oil and gas sales compared to a net loss of $80.20 million on
$127.20 million of total oil and gas sales for the same period
during the prior year.

The results for 2017 include an unrealized gain from derivative
financial instruments of $9.2 million, loss on sale of oil and gas
properties of $1.0 million and $24.8 million of non-cash interest
expense associated with the discounts recognized and costs incurred
on the debt exchange that occurred in 2016.  Financial results for
the first nine months of 2016 included impairments on oil and gas
properties and unevaluated leases of $108.8 million, a loss on sale
and exchanges of oil and gas properties of $14.1 million, an income
tax charge to reflect a change in state law of $3.7 million, an
unrealized loss from derivative financial instruments of $1.4
million and a net gain on extinguishment of debt of $187.1 million.
Excluding these items from results for each period, the net loss
for the first nine months of 2017 would have been $52.5 million or
$3.60 per share as compared to a net loss of $139.3 million, or
$12.38 per share in the first nine months of 2016.

Comstock Resources had $899.60 million in total assets, $1.22
billion in total liabilities and a total stockholders' deficit of
$328.44 million as of Sept. 30, 2017.

                  Operating Results for the Three
                  Months Ended September 30, 2017

Comstock produced 20.0 billion cubic feet of natural gas and
229,000 barrels of oil or 21.4 billion cubic feet of natural gas
equivalent ("Bcfe") in the third quarter of 2017.  Natural gas
production averaged 217.3 million cubic feet ("MMcf") per day,
reflecting growth of 51% from pro forma natural gas production in
the third quarter of 2016 (excluding the divestitures completed in
2016).  Natural gas production in the quarter also increased 14%
from the second quarter of 2017.  The growth in natural gas
production is being driven by Comstock's successful Haynesville
shale drilling program.  Oil production in the third quarter of
2017, which averaged 2,491 barrels of oil per day, declined by 28%
from the 3,482 barrels per day produced in the third quarter of
2016.  The decrease in oil production was the result of the lack of
drilling in the Company's South Texas Eagle Ford shale properties.

Oil and natural gas prices improved in the third quarter of 2017.
Comstock's average realized natural gas price, including hedging
gains, increased 14% to $2.98 per Mcf in the third quarter of 2017
as compared to $2.62 per Mcf realized in the third quarter of 2016.
The Company's average realized oil price increased by 10% to
$46.45 per barrel in the third quarter of 2017 as compared to
$42.07 per barrel in the third quarter of 2016.  The higher
realized prices and the growth in natural gas production caused oil
and gas sales to increase by 40% in the third quarter of 2017 to
$70.3 million (including realized hedging gains) as compared to
2016's third quarter sales of $50.3 million.  EBITDAX, or earnings
before interest, taxes, depreciation, depletion, amortization,
exploration expense and other noncash expenses, was $50.3 million
in the third quarter of 2017, an increase of 69% over EBITDAX of
$29.7 million generated in the third quarter of 2016.  Operating
cash flow generated in the third quarter of 2017 was $32.2 million
as compared to operating cash flow of $4.9 million in the third
quarter of 2016.

Comstock produced 51.3 billion cubic feet of natural gas and
737,000 barrels of oil or 55.7 billion cubic feet of natural gas
equivalent in the first nine months of 2017 compared to 41.4 Bcf of
natural gas and 1.1 million barrels of oil or 48.0 Bcfe in the
first nine months of 2016.  Natural gas production averaged 187.9
million cubic feet per day in the first nine months of 2017, an
increase of 33% over pro forma 2016 natural gas production,
excluding the divestitures completed in 2016.  Oil production in
the first nine months of 2017 declined by 33% from the first nine
months of 2016.

Comstock's average realized natural gas price, including hedging
gains, increased 37% to $2.98 per Mcf in the first nine months of
2017 as compared to $2.17 per Mcf realized in the first nine months
of 2016.  The Company's average realized oil price increased by 30%
to $46.86 per barrel in the first nine months of 2017 as compared
to $36.15 per barrel in the first nine months of 2016.  The higher
realized prices and the growth in natural gas production caused oil
and gas sales to increase by 45% to $187.4 million (including
realized hedging gains) as compared to $129.3 million in the first
nine months of 2016.  EBITDAX of $128.3 million in the first nine
months of 2017 was 101% higher than the EBITDAX of $63.7 million
generated in the first nine months of 2016.  Operating cash flow
generated in the first nine months of 2017 was $74.1 million as
compared to an operating cash flow deficit of $17.4 million in the
first nine months of 2016.

            2017 First Nine months Drilling Results

During the first nine months of 2017, Comstock spent $129.8 million
on its development and exploration activities and drilled 18
horizontal natural gas wells (13.0 net) and had three operated
wells (1.0 net) drilling at Sept. 30, 2017.  Since the last
operational update, Comstock has completed three operated
Haynesville shale wells.  The average initial production rate of
these wells was 29 MMcf per day.  The Headrick 14-11 #1 well in
Desoto Parish, Louisiana was drilled to a total vertical depth of
11,618 feet with a 7,168 foot lateral.  This well was tested with
an initial production rate of 33 MMcf per day.  The Headrick 14-23
#2 well was drilled in Desoto Parish, Louisiana to a total vertical
depth of 11,496 feet with a 7,429 foot lateral.  This well was
tested with an initial production rate of 35 MMcf per day.  The
Grantham 30-31 #1 well was drilled to a total vertical depth of
11,198 feet with a 8,456 foot lateral, and was tested with an
initial production rate of 20 MMcf per day.  The initial rate on
the Grantham had to be limited due to certain operational
constraints.  Comstock is currently completing the Derrick 21 #2
and the Derrick 21 #3 wells which have 4,550 foot laterals and the
BSMC 18-7 #1 Bossier shale well that has a 7,489 foot lateral and
has seven additional Haynesville shale horizontal wells waiting to
be completed.

The Company also announced preliminary drilling plans for 2018.
The Company's current plans are to run three operated drilling rigs
through 2018 subject to natural gas prices and industry conditions.
Two of the rigs will focus primarily on the properties being
jointly developed with USG Properties Haynesville, LLC with the
third rig focused on the Company's legacy Haynesville shale
properties in DeSoto Parish, Louisiana. In total the Company
currently plans to drill 26 wells or 13.8 wells net to the
Company's interest in 2018. The Company's preliminary 2018 capital
plan also includes two in-liner refracs of existing Haynesville
shale wells.  Total capital expenditures for 2018 are estimated at
$170 million.  The drilling budget will be adjusted upward or
downward in response to natural gas prices as the program is
intended to be funded by operating cash flow.  The Company
estimates 2018 natural gas production based on the current drilling
plan could approximate 88 to 92 Bcf.  

In order to protect the returns that the Haynesville shale drilling
program can generate, the Company has hedged, in the aggregate, 99
MMcf per day of its 2017 fourth quarter natural gas production at a
NYMEX equivalent of $3.38 per Mcf and has hedged approximately 29
MMcf per day of natural gas production in the first quarter of 2018
at $3.38 per Mcf.  The Company is currently establishing a hedge
position for its 2018 drilling program.  

Comstock also reported today that it has retained BMO Capital
Markets Corp. as its exclusive advisor with respect to the
potential sale of its South Texas Eagle Ford shale assets that
include approximately 18,433 net acres and 191 producing oil wells.
During the third quarter, these assets produced 2,866 barrels of
oil equivalent per day.  The Company plans to use the proceeds of
the asset sale to reduce long-term debt and increase liquidity.

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

                     https://is.gd/73qkEV

                   About Comstock Resources

Comstock Resources, Inc. -- http://www.comstockresources.com/-- is
an independent energy company based in Frisco, Texas and is engaged
in oil and gas acquisitions, exploration and development primarily
in Texas and Louisiana.  The Company's stock is traded on the New
York Stock Exchange under the symbol CRK.

Comstock incurred a net loss of $135.1 million in 2016, a net loss
of $1.0 billion in 2015, and a net loss of $57.11 million in 2014.

                         *     *     *

In September 2016, S&P Global Ratings raised its corporate credit
rating on Comstock Resources Inc. to 'CCC+' from 'SD' (selective
default).  The outlook is negative.  "The rating actions on
Comstock are in conjunction with the Sept. 6, 2016, close of their
comprehensive debt exchange and our assessment of the company's
revised capital structure and credit profile," said S&P Global
Ratings credit analyst Aaron McLean.

Comstock Resources carries a 'Caa2' corporate family rating from
Moody's Investors Service.


COPSYNC INC: Taps Adams and Reese as Legal Counsel
--------------------------------------------------
COPsync, Inc. received approval from the U.S. Bankruptcy Court for
the Eastern District of Louisiana to hire the Law Firm of Adams and
Reese LLP as its legal counsel.

The firm will advise the Debtor regarding its duties under the
Bankruptcy Code; assist in the negotiation of financing agreements
and related transactions; assist in the disposition of its assets;
prepare a plan of reorganization; and provide other legal services
related to its Chapter 11 case.

The attorneys who will be handling the case and their hourly rates
are:

     John Duck              $475
     Robin Cheatham         $475
     David Bowsher          $445
     Scott Cheatham         $400
     Victoria White         $375
     Patrick McCune         $300
     Russell Rutherford     $290
     G. Robert Parrott      $270
     Jamie Olinto           $270

Law clerks and paralegals charge between $110 and $210 per hour.

Adams and Reese is a "disinterested person" as defined in section
101(14) of the Bankruptcy Code, according to court filings.

The firm can be reached through:

     John M. Duck, Esq.
     Adams and Reese LLP
     4500 One Shell Square
     New Orleans, LA 70139
     Tel: (504) 581-3234
     Fax: (504) 566-0210
     Email: john.duck@arlaw.com

                          About COPsync

COPsync, Inc. was created in 2005 as a "software for a service" or
"SaaS" platform for law enforcement to share real-time information
amongst counties, agencies, and departments.  It was created in
response to the 2000 death of one of COPsync's co-founders'
colleagues and friends, Texas Department of Public Safety Trooper
Randy Vetter, who was killed making what he believed to be a
routine traffic stop for a seatbelt violation.  The Company's
products include nationally shared network of law enforcement
information COPsync Network, software-driven in-car HD video system
Vidtac, real-time threat alert system COPsync911, and court
buildings security provider COURTsync.

COPsync completed a $10.6 million equity financing capital raise in
November 2015 and became listed on the Nasdaq Capital Market
exchange (COYN).

COPsync, Inc., filed a voluntary petition for relief under chapter
11 of the Bankruptcy Code (Bankr. E.D. La. Case No. 17-12625) on
Sept. 29, 2017.  It is represented by John M. Duck, Esq., Robin B.
Cheatham, Esq., Victoria P. White, Esq., and Scott R. Cheatham,
Esq., at Adams and Reese LLP, as counsel.

The Debtor estimated $1 million to $10 million in both assets and
liabilities.


CORE SUPPLEMENT: Taps Mayfield Bustarde as Corporate Counsel
------------------------------------------------------------
Core Supplement Technology, Inc. seeks approval from the U.S.
Bankruptcy Court for the Southern District of California to hire
Mayfield Bustarde LLP as its corporate and litigation counsel.

The firm will, among other things, advise the Debtor on general
matters concerning corporate governance necessary to implement its
Chapter 11 plan, and attend shareholder and director meetings.

Melissa Bustarde, Esq., the attorney who will be providing the
services, will charge $315 per hour.

Ms. Bustarde disclosed in a court filing that her representation of
the Debtor will not create any conflict of interest.

The firm can be reached through:

     Melissa Bustarde, Esq.
     Mayfield Bustarde LLP
     462 Stevens Avenue, Suite 303
     Solana Beach, CA 92075-2066

                About Core Supplement Technology

Core Supplement Technology, Inc. --
http://www.coresupplementtech.com/-- partners with various
companies and professionals to develop and sell advanced
supplements, from formulation, flavoring, manufacturing to delivery
and brand-support. Core's manufacturing facility is headquartered
on the West Coast in Oceanside, California, providing
state-of-the-art FDA compliant, NSF & cGMP certified turnkey
supplement manufacturing.  The brands the Company works with range
from small start-ups to nationally and internationally known
brands.  Core's clients include nutritionists, doctors, trainers,
competitors, as well as supplement & nutraceutical companies.

Core Supplement Technology is operating at 4645 to 4665 North
Avenue, Oceanside, California.  It is a California corporation
owned 50% by Joseph O'Dea and 50% by three other shareholders,
Robert Bailly, Harry Kumjian and Andrea Kumjian.

Core Supplement Technology filed a Chapter 11 petition (Bankr. S.D.
Cal. Case No. 17-06078) on Oct. 3, 2017.  The petition was signed
by Joseph Odea, president.  At the time of filing, the Debtor had
total assets of $2.82 million and total liabilities of $5.60
million.

The case is assigned to Judge Margaret M. Mann.

No creditors committee has been appointed in the case.


CORE SUPPLEMENT: Taps Stephen C. Hinze as Bankruptcy Counsel
------------------------------------------------------------
Core Supplement Technology, Inc. seeks approval from the U.S.
Bankruptcy Court for the Southern District of California to hire
Stephen C. Hinze, Attorney At Law A PC as its bankruptcy counsel.

The firm will assist the Debtor in its negotiations with creditors;
object to claims of creditors; draft a bankruptcy plan; and provide
other legal services related to its Chapter 11 case.

Hinze will charge an hourly fee of $275.  The Debtor has agreed to
pay the firm a retainer in the sum of $10,000, plus $1,717 for the
filing fees.  The firm received $19,896.50 for pre-bankruptcy
services.

Stephen Hinze, Esq., disclosed in a court filing that his
representation of the Debtor will not create any conflict of
interest.

The firm can be reached through:

     Stephen C. Hinze, Esq.
     Stephen C. Hinze, Attorney At Law A PC
     217 Civic Center Drive, Suite 10
     Vista, CA 92084
     Tel: 760-945-9353
     Fax: 760-454-2427
     Cell: 760-689-0705     
     Email: sch@schinzelaw.com

                About Core Supplement Technology

Core Supplement Technology, Inc. --
http://www.coresupplementtech.com/-- partners with various
companies and professionals to develop and sell advanced
supplements, from formulation, flavoring, manufacturing to delivery
and brand-support.  Core's manufacturing facility is headquartered
on the West Coast in Oceanside, California, providing
state-of-the-art FDA compliant, NSF & cGMP certified turnkey
supplement manufacturing.  The brands the Company works with range
from small start-ups to nationally and internationally known
brands.  Core's clients include nutritionists, doctors, trainers,
competitors, as well as supplement & nutraceutical companies.

Core Supplement Technology is operating at 4645 to 4665 North
Avenue, Oceanside California.  It is a California corporation owned
50% by Joseph O'Dea and 50% by three other shareholders, Robert
Bailly, Harry Kumjian and Andrea Kumjian.

Core Supplement Technology filed a Chapter 11 petition (Bankr. S.D.
Cal. Case No. 17-06078) on Oct. 3, 2017.  The petition was signed
by Joseph Odea, president.  At the time of filing, the Debtor had
total assets of $2.82 million and total liabilities of $5.60
million.

The case is assigned to Judge Margaret M. Mann.

No creditors committee has been appointed in the case.


DAKEDA LLC: U.S. Trustee Unable to Appoint Committee
----------------------------------------------------
An official committee of unsecured creditors has not yet been
appointed in the Chapter 11 case of Dakeda, LLC as of Nov. 6,
according to a court docket.

                         About Dakeda LLC

Dakeda, LLC sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. W.D. Wash. Case No. 17-43534) on September 21, 2017.
Donald Sumpter, managing member, signed the petition.  

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


DATA COOLING: Thermotech Buying All Thermotech Assets for $478K
---------------------------------------------------------------
Data Cooling Technologies, LLC, asks the U.S. Bankruptcy Court for
the Northern District of Ohio to authorize its Asset Purchase
Agreement, dated Nov. 3, 2017, with Thermotech Enterprises, LLC for
the private sale of substantially all of its assets used in the
operation of its Thermotech Business for $347,603 in cash, plus the
value of certain inventory purchases made by the Buyer after the
execution of the APA for post-November production, in an amount not
to exceed $130,000, subject to highe and better offers.

DCT is comprised of multiple divisions.  At one of these divisions,
located in Tampa, Florida, DCT manufactures and sells certain HVAC
system and technology and heat wheels under the trade names
Thermotech Enterprises, Thermotech Group, or ThermoWheel
("Thermotech Business").  The heat wheels and other products
manufactured as party of the Thermotech Business are utilized in
the manufacture of DCT's KyotoCooling units as well as in other
customer applications.

Since the Petition Date, DCT, with the assistance of its
professional advisors, has pursued a sale and marketing process for
both the Thermotech Business on a standalone basis as well as a
global purchase for substantially all of the Debtors' assets,
including DCT's business in Streetsboro, Ohio.  DCT and/or its
advisors have discussed such prospects with multiple interested
parties.  In mid-September 2017, DCT and the Buyer had initial
discussions regarding the Thermotech Business.  Finally, in late
October 2017, the Buyer issued a letter of intent for substantially
all of the assets of the Thermotech Business excluding pre-closing
account receivables ("Thermotech Assets").

DCT, in its reasonable business judgment, believes that a private
sale to the Buyer while the Thermotech Business remains operational
is the best option under the circumstances.  In this scenario, DCT
will be able to preserve the Thermotech Business at a value greater
than liquidation, continue to generate receivables, preserve jobs,
and sell a going concern operation.  Because the Buyer will
continue to operate the Thermotech Business post-closing, DCT
believes that the value and collectability of all pre-closing
outstanding receivables, which are being left behind for the estate
under the APA, will remain high.  However, this process cannot be
drawn out.  Based on the ongoing capital needs of the Thermotech
Business, DCT and the Buyer believe that a sale needs to close by
Nov. 30, 2017.  This will ensure an uninterrupted production
schedule which will help maintain the value of the accounts
receivable.

DCT has had to idle its KyotoCooling operations, which has impacted
the Thermotech Business.  Absent an infusion of capital or a going
concern buyer, DCT would have little choice other than to liquidate
Thermotech Business on a piecemeal basis in the near future at far
lower value to the estate than what is provided under the APA.
Simply put, if DCT is required to conduct a further 60- to 90-day
sale process for the Thermotech Assets, it will not have the
capital to sustain operations of the Thermotech Business through
that period.  Importantly, the Buyer is comprised of some current
employees of DCT, is familiar with the Thermotech Business, and is
willing to move quickly to close a sale before DCT would have to
make alternative arrangements to cease operations.

Therefore, DCT and its advisors have determined that the Buyer's
offer to purchase the Thermotech Assets pursuant to the APA
constitutes the highest and best offer at this time, and provides
the best opportunity for DCT to realize the greatest return on the
Thermotech Assets for the benefit of all of its stakeholders.
Accordingly, after arms'-length, good faith negotiations, DCT and
the Buyer executed the APA that is conditioned on approval of the
Court.

The salient terms of the APA are:

     a. Purchase Price: $347,603 in cash, payable at the closing of
the transaction, plus the value of certain inventory purchases made
by the Buyer after the execution of the APA for post-November
production, in an amount not to exceed $130,000.

     b. Deposit: $130,000

     c. Purchased Assets: Thermotech Assets

     d. Assumed Liabilities: Only (i) the Assigned Contracts; (ii)
current and future purchase orders relating to the Thermotech
Business; and (iii) all outstanding warranties

     e. Private Sale: The transaction contemplated by the APA is a
private sale, but subject to the rights of DCT pursuant to its
fiduciary duties to consider higher and better offers for the
Thermotech Assets or substantially all assets of DCT, including the
Thermotech Assets.

     f. Expense Reimbursement: Reimbursement of Thermotech's
reasonable out-of-pocket transaction expenses related to the
Buyer's due diligence costs, legal, and other expenses related to
the APA up to a maximum amount of $45,000, as evidenced in writing
in reasonable detail and approved by the Court, in the event DCT
accepts a higher offer.

     g. Terms: Free and clear of all liens, claims, encumbrances or
other interests

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

         http://bankrupt.com/misc/Data_Cooling_156_Sales.pdf

DCT has kept KeyBank, N.A. and the Official Committee of Unsecured
Creditors informed of its efforts concerning the sale of the
Thermotech Assets.

In order to enhance the value to DCT's estate, DCT asks approval of
the assumption and assignment of the Assigned Contracts to the
Buyer upon the closing of the transaction contemplated under the
APA and payment of the cure costs for the Assigned Contracts.  In
accordance with the terms of the APA, DCT is only required to pay
the Cure Cost of the Roth Investment Realty, Inc. and the Buyer is
obligated to pay the Cure Costs of any other of the Assigned
Contracts to the extent the Buyer wants them assumed and assigned
to it.

Notwithstanding DCT's desire to consummate the APA with the Buyer,
DCT has a duty to the estate to consider higher and better offers
for the Thermotech Assets prior to a hearing on the Motion.  To
conserve the resources of all parties involved, DCT is requiring
that any other party interested in making a bid for the Thermotech
Assets do so by Nov. 17, 2017.  Any party making such bid must make
an offer that is (i) non-contingent; (ii) made in cash with a 10%
deposit received by DCT prior to the hearing on the Motion; and
(iii) based on the form of APA submitted with the Motion.

In the event a higher and better offer is received, DCT
respectfully asks that it not be required to file a separate motion
seeking approval of such sale; rather, DCT may simply ask approval
of such alternative sale as being higher and better at the hearing
on the Motion.  In the event such a bid is received, the Buyer is
entitled to submit a higher bid at the hearing.  If such an
alternative transaction is approved by the Court, DCT will also ask
approval to pay the Expense Reimbursement to the Buyer and return
the Buyer's Sale Deposit.

In order to allow the immediate realization of value for the
Thermotech Assets, DCT asks that any order grating the Motion is
effective immediately and not subject to the 14-day stay imposed by
Bankruptcy Rules 6004(h) and 6006(d).

                      About Data Cooling

Data Cooling Technologies LLC is the exclusive North American
licensee of US Patent No. 7753766.  The KyotoCooling patented
solution utilizes a heat wheel and an indirect economization
process to produce the most reliable and efficient cooling
technology in the data center industry.

Based in Streetsboro, Ohio, Data Cooling Technologies LLC and Data
Cooling Technologies Canada LLC filed Chapter 11 petitions (Bankr.
N.D. Ohio Lead Case No. 17-52170) on Sept. 8, 2017.  The petitions
were signed by Gregory Gyllstrom, chief executive.  

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

The Hon. Alan M. Koschik presides over the case.  

The Debtors tapped McDonald Hopkins LLC, as counsel, and Western
Reserve Partners LLC, as investment banker.

The official committee of unsecured creditors formed in the case
retained Dahl Law LLC as its legal counsel.


DAVID J. LADOUCEUR: Court Dismisses Chapter 11 Bankruptcy Case
--------------------------------------------------------------
Judge Joseph G. Rosania, Jr., of the U.S. Bankruptcy Court for the
District of Colorado granted Wells Fargo, US Bank National
Association, and HSBC Bank's motion to dismiss Debtor David J.
Ladouceur's chapter 11 case.

The issues presented are whether the filing of the chapter 11 case
was in good faith and whether proposing of the chapter 11 plan is
in good faith. The Court conducted several hearings, including an
evidentiary hearing on Oct. 6, 2017, heard testimony from the
Debtor and legal argument and reviewed exhibits. The Court had a
laborious time analyzing the Debtor's financial affairs from his
schedules, amended numerous times, statement of financial affairs,
amended twice, and monthly operating reports. The Debtor filed
three written plans, a fourth plan in his supplemental disclosure
statement (his fifth disclosure statement) and presented a fifth
plan at the hearing.

Wells Fargo moved for dismissal or conversion of this case on Sept.
5, 2017, asserting that the chapter 11 case should be dismissed or
converted to chapter 7 as a chapter 11 filing in bad faith. The
Debtor responded he has acted in good faith and filed bankruptcy to
prevent two foreclosure sales and preserve the equity in his real
properties for the benefit of his creditors. The Debtor further
indicated the equity cushion in the real properties is sufficient
to protect his creditors, as he has improved the Westminster and
Boulder Properties in Colorado. He seeks to gain his fresh start
and to conclude his divorce with his non-filing spouse, Lisa
Mistich-Ladouceur as soon as possible.

The doctrine of bad faith allows the bankruptcy judge to veto any
chapter 11 plan. The Court finds the Debtor's plan violates 11
U.S.C. section 1123(b)(5) because by the Debtor not making payments
for over four years and forcing Wells Fargo to front the taxes and
insurance and planning to sue Wells Fargo again is certainly a
modification of the Wells Fargo claim secured by the principal
residence. In the view of this Court, the only way the Debtor can
comply with 11 U.S.C. section 1123(b)(5) is to pay Wells Fargo the
amount set forth in its proof of claim and sue for damages.

Also, the plan is not confirmable under 11 U.S.C. section 1129(b)
due to the overall unfair treatment of Wells Fargo. The existence
of an equity cushion is offset by the divorce filed by
Mistich-Ladouceur and the unknown effect of her claims to income
and property of the estate, the 15 month delay in Chapter 11 while
the Debtor litigated with Wells Fargo in federal court, the dubious
nature of the yet to be filed state law claims, the inability of
the Court to comprehend the true picture of the Debtor's assets,
liabilities and income and the Debtor's pre-petition conduct of
preferring himself over Wells Fargo and his other creditors.

A full-text copy of Judge Rosania's Order dated Nov. 2, 2017, is
available at:

    http://bankrupt.com/misc/cob16-17125-207.pdf

David J. Ladouceur filed for chapter 11 bankruptcy protection
(Bankr. D. Colo. Case No. 16-17125) on July 19, 2016, and is
represented by Jane M. Roberson, Esq.


DCP MIDSTREAM: Moody's Assigns Ba2 Corporate Family Rating
----------------------------------------------------------
Moody's Investors Service assigned a Ba2 Corporate Family Rating
(CFR) and a Ba2-PD Probability of Default Rating (PDR) to DCP
Midstream, LP (DCP), as well as a B1 rating to its proposed series
A fixed-to-floating rate cumulative redeemable perpetual preferred
units (preferred units) and an SGL-3 Speculative Grade Liquidity
Rating. Moody's also affirmed DCP Midstream Operating LP's (DCP
Midstream Operating) Ba2 senior unsecured notes ratings, and
withdrew its Ba2 CFR, Ba2-PD PDR and SGL-3 Speculative Grade
Liquidity Rating. The rating outlook is stable.

"Proceeds from DCP's proposed issuance of preferred units will be
used for general corporate purposes, including to repay the $500
million notes due 2017", stated James Wilkins, Moody's Vice
President. "There will not be an increase in debt at DCP as a
result of the transaction and for analytical purposes, Moody's will
treat the preferred units as 100% equity."

Issuer: DCP Midstream, LP

Rating Assignments:

-- Corporate Family Rating, Assigned Ba2

-- Probability of Default Rating, Assigned Ba2-PD

-- Perpetual Preferred Units, Assigned B1 (LGD 6)

-- Preferred Shelf, Assigned (P)B1

Speculative Grade Liquidity Rating, assigned SGL-3

Outlook Action:

Outlook, Assigned Stable

Issuer: DCP Midstream Operating, LP

Ratings Affirmed:

-- Senior Unsecured Bonds/Debentures, Affirmed Ba2 (LGD4)

Ratings Withdrawn:

-- Corporate Family Rating, withdrew Ba2

-- Probability of Default Rating, withdrew Ba2-PD

Speculative Grade Liquidity Rating, withdrew SGL-3

Outlook Action:

Outlook, remains Stable

Issuer: DCP Midstream, LLC

Ratings Affirmed:

-- Junior Subordinated Regular Bond/Debenture, Affirmed B1
    (LGD 6)

-- Senior Unsecured Regular Bond/Debenture, Affirmed Ba2 (LGD 4)

RATINGS RATIONALE

The CFR was effectively moved to DCP Midstream, LP from DCP
Midstream Operating, LP with the assignment of ratings on the
preferred units so that the CFR is at this highest level entity
within the DCP organization with a rated issue. DCP's Ba2 CFR
reflects its elevated leverage, stable cash flows, meaningful size
and scale in the US gathering and processing industry and basin
diversification. DCP's debt to EBITDA ratio was 5.8x as of June 30,
2017, pro forma for the reorganization that was effective January
1, 2017, and 6.2x, if the DCP GP Holdco debt is included. Cash flow
stability benefits from a combination of fee-based and hedged
revenues that account for about 70% of the gross margin and
long-term contractual arrangements with minimum volume commitments
or life of lease or acreage dedications. DCP's considerable size
(top US NGL producer), diverse asset profile, and critical mass in
three key areas -- the DJ Basin, Midcontinent region and Permian
Basin - support its business profile and economies of scale. The
rating and business profile are tempered by higher inherent
commodity price risk, MLP model risks with high payouts (although
the three year IDR give back is a positive) and the reliance on
debt and equity markets to fund growth. The rating considers the
support that the parents -- Phillips 66 (A3 negative) and Enbridge
Inc. (Baa2 negative) -- have historically provided.

The proposed preferred units are rated B1, two notches below the
Ba2 CFR, reflecting their subordination to all of the company's
existing debt issues, which are obligations of DCP Midstream
Operating, LP and guaranteed by its parent, DCP. The senior
unsecured notes are rated at the same level as the CFR since the
unsecured debt (notes and revolving credit facility) make up the
majority of the capital structure. The preferred units are also
subordinated to the B1 rated junior subordinated debt, which is an
obligation of DCP Midstream Operating, LP and guaranteed by DCP,
but both are rated B1 since the principal amount of the
subordinated debt is small relative to the unsecured senior notes
and revolving credit facility. The LGD rate on the preferred units
(LGD6-98%) is slightly higher than on the LGD rate on the
subordinated debt (LGD6-95%), but there is not a sufficiently large
difference in the expected loss on the two instruments to warrant a
difference in ratings.

DCP's SGL-3 Speculative Grade Liquidity Rating indicates adequate
liquidity. As of September 30, 2017, the company had $312 million
of cash and $1.373 billion available (net of $25 million of letters
of credit) under its $1.4 billion revolving credit facility that
matures May 1, 2019. Typical of most MLPs, cash flow after
maintenance capital is distributed to LP unit holders and the GP,
leaving the long-term funding of growth capital expenditures to be
sourced from the revolver as well as debt and equity capital
markets. As part of the reorganization that occurred January 1,
2017, Phillips 66 and Enbridge Energy Inc. have agreed to IDR
givebacks up to $100 million annually through 2019, as necessary to
maintain a minimum 1.0x distribution coverage ratio. The revolver
has a maximum leverage (debt/EBITDA) covenant (5.75x for 2017Q4,
5.50x for 2018Q1, 5.25x for 2018Q2, 5.00x thereafter), which was
4.3x as of September 30, 2017 (debt/EBITDA is adjusted for partial
year EBITDA for capital projects and acquisitions). Moody's expects
DCP will remain in compliance with its financial covenant through
2018. DCP has alternate liquidity in the form of potential asset
sales and joint ventures.

The stable outlook reflects DCP's relatively stable cash flow and
the expectation that the company will reduce its leverage. An
upgrade could be considered if debt to EBITDA (including the debt
at the general partner) approached 4.5x. DCP's Ba2 CFR could be
downgraded if leverage is expected to remain above 5.5x (including
the debt at general partner) or it cannot maintain a distribution
coverage ratio greater than 1x without relying on the IDR
giveback.

The principal methodology used in these ratings was Midstream
Energy published in May 2017.

DCP Midstream, LP, headquartered in Denver, Colorado, is a publicly
traded, gathering and processing MLP. The DCP Midstream, LP common
LP units are owned by the public (62%) and balance of the common
units and GP interest is owned by DCP Midstream, LLC, a 50%/50%
joint venture between Phillips 66 and Enbridge.


DELTA MECHANICAL: Chrome Wants Creditors' Committee Disbanded
-------------------------------------------------------------
Chrome, Inc., asks the U.S. Bankruptcy Court for the District of
Arizona to either dissolve the Official Committee of Unsecured
Creditors in the Chapter 11 cases of Delta Mechanical Inc. and its
debtor affiliates due to a conflict of interest or, in the
alternative, order the U.S. Trustee to change the membership of the
Committee.

Chrome asks that the Court schedule a hearing for Dec. 6, 2017, at
10:30 a.m.

Chrome asserts that three disputed creditors are far from
representative of the at large unsecured creditor constituency.
The three members have no interest in the Debtors' long-term
survival.  According to Chrome, these parties hold claims not only
against the Debtors, but are judgment creditors of the Debtors'
principal, Todor Kitchukov.  The Committee has no members who are
trade vendors.  The Committee members are representative of their
own distinct group of lawyers who have judgments against certain
individuals, and assert disputed claims against the Debtors.

Chrome further asserts that the Committee has not been a voice of
reason in this case.  Rather than being constructive to the
reorganization process, the Committee has instead been destructive.
The members have been litigious at every stage in these
proceedings.  Regrettably, no member was present at a lengthy
mediation attended by every other constituency.

According to Chrome, the Committee has chosen to embark on a
strategy that does not advance the cause of a successful
reorganization.  A primary recent example is the unsecured
creditors voted in favor of the Joint Plan of Reorganization
proposed by Chrome and Mr. and Mrs. Kitchukov.  Rather than
accepting the overwhelming vote in favor of the Plan by the
constituency it purports to represent, the Committee has instead
chosen to continue opposing confirmation of the Plan.

Chrome says that this is far from the "adequate representation"
required by the U.S. Bankruptcy Code.  Indeed, the Committee's
actions constitute an adverse representation to the unsecured
creditor constituency.  The Committee's current posture is
effectively disenfranchising the super-majority vote of its
constituency in favor of Plan confirmation.

"The Committee should be dissolved. Unsecured creditors have
accepted the Plan.  The members clearly do not like that result.
In such an event, they have the theoretical right to file their own
independent opposition.  They should not be permitted to do so in
the name of an Official Committee," Chrome states.

Alternatively, Chrome asks the Court order the U.S. Trustee to
change the Committee's membership, so as to ensure the requisite
adequate representation of creditors.  As noted, the current
Committee composition does not reflect the unsecured creditor
constituency.  The lawyers' judgment is against individuals.  The
Members have demonstrated a repeated desire to liquidate the
Debtors.  This is directly contrary to trade vendors in this case,
who have a significant interest in the Debtors' long-term
survival.

The Plan Proponents, Chrome states, fully grasp their obligations
to establish the necessary elements to confirm a Plan under Section
1129.  Any change in the Committee's composition does not alter
those obligations.  Nevertheless, Chrome requests the Court direct
the U.S. Trustee to reconstitute the Committee so that parties who
voted overwhelmingly in favor of the Plan are ensured their
interests in these cases are adequately represented.

A copy of Chrome's request is available at:

           http://bankrupt.com/misc/azb15-13316-1064.pdf

Chrome is represented by:

     Michael W. Carmel, Esq.
     LAW OFFICES OF MICHAEL W. CARMEL, LTD.
     80 East Columbus Avenue
     Phoenix, Arizona 85012-2334
     Tel: (602) 264-4965
     Fax: (602) 277-0144
     E-mail: Michael@mcarmellaw.com

                      About Delta Mechanical

Mesa, Arizona-based Delta Mechanical Inc. and its debtor-affiliates
are engaged, generally, in the installation, maintenance, and
repair of plumbing and heating, ventilation, and air conditioning
fixtures and equipment.  The Debtors, collectively, operate in 13
states, and employ approximately 350 people.  Each of the Debtors
is a corporation that is wholly owned by Todor and Mariana
Kitchukov.

The Debtors sought Chapter 11 bankruptcy protection (Bankr. D.
Ariz. Lead Case No. 15-13316) on Oct. 19, 2015.  The Hon. George B.
Nielsen, Jr., presides over the cases.  

The Debtors are represented by John J. Hebert, Esq., Philip R.
Rudd, Esq., and Wesley D. Ray, Esq., at Polsinelli PC.

In its petition, Delta Mechanical estimated $1 million to $10
million in assets, and $10 million to $50 million in liabilities.
The petitions were signed by Todor Kitchukov, president.

On Nov. 17, 2015, the United States Trustee's Office appointed the
Official Committee of Unsecured Creditors.  The Committee is
comprised of the following creditors: Douglas Law Office; Barnes
Law Offices; and Woodall Law Offices.  The Committee has retained
Gallagher & Kennedy, P.A., as its legal counsel and MCA Financial
Group, Ltd., as its financial advisor.


DENVER SELECT: U.S. Trustee Unable to Appoint Committee
-------------------------------------------------------
An official committee of unsecured creditors has not yet been
appointed in the Chapter 11 case of Denver Select Property, LLC, as
of Nov. 6, according to a court docket.

               About Denver Select Property LLC

Denver Select Property, LLC is a small business debtor as defined
in 11 U.S.C. Section 101(51D).  The Debtor owns in simple interest
a real property located at 3424-3440 Alvarado Road, Lawson,
Colorado, valued at $1.07 million; and a real property located at
291 County Road 308 Dumont, Colorado, valued at $410,000.

The Debtor sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. D. Colo. Case No. 17-18217) on September 1, 2017.
Greg Books, manager, signed the petition.

At the time of the filing, the Debtor disclosed $1.57 million in
assets and $2.68 million in liabilities.

Judge Michael E. Romero presides over the case.


DERRON TIMOTHY LEE: Must Show Cause Why PCO Not Necessary
---------------------------------------------------------
Judge Robert T. Matsui of the U.S. Bankruptcy Court for the Eastern
District of California issued an order directing debtors Derron
Timothy Lee, Leanne Ngoc Thi Lee, and the case trustee to appear
before the court on Nov. 15, 2017, at 10:30 a.m.

The debtors must show cause why the Court should not order the
appointment of a patient care ombudsman in their case.

The bankruptcy case is in re: Derron Timothy Lee and Leanne Ngoc
Thi Lee, Case No. 17-27258-C-11 (Bankr. E.D. Cal.).



DETROIT, MI: Union President Not Allowed to Represent AME
---------------------------------------------------------
Judge Thomas J. Tucker of the U.S. Bankruptcy Court for the Eastern
District of Michigan issued an order striking the response of the
Association of Municipal Engineers to the Great Lakes Water
Authority's motion for an order enforcing the plan of adjustment
injunction and the bar date order against the Association and
Partho Ghosh, the President of the Association of Municipal
Engineers Union.

Ghosh, who filed a response to the motion, is not an attorney.
Citing Rowland v. California Men's Colony, Unit II Men's Advisory
Council, Judge Tucker holds that a layperson may not represent an
artificial entity such as a corporation, partnership, or
association in federal court.

A copy of Judge Tucker's Order dated Nov. 3, 2017, is available at:


     http://bankrupt.com/misc/mieb13-53846-12720.pdf

               About the City of Detroit

The City of Detroit, Michigan, weighed down by more than $18
billion in accrued obligations, sought municipal bankruptcy
protection on July 18, 2013, by filing a voluntary Chapter 9
petition (Bankr. E.D. Mich. Case No. 13-53846). Detroit estimated
more than $1 billion in both assets and debts.

Kevyn Orr, who was appointed in March 2013 as Detroit's emergency
manager, signed the petition. Detroit is represented by lawyers at
Jones Day and Miller Canfield Paddock and Stone PLC.

Michigan Governor Rick Snyder authorized the bankruptcy filing.

The filing made Detroit the largest American city to seek
bankruptcy, in terms of population and the size of the debts and
liabilities involved.

The City's $18 billion in debt includes $5.85 billion in special
revenue obligations, $6.4 billion in post-employment benefits, $3.5
billion for underfunded pensions, $1.13 billion on secured and
unsecured general obligations, and $1.43 billion on pension-related
debt, according to a court filing. Debt service consumes 42.5
percent of revenue. The city has 100,000 creditors and 20,000
retirees.

Detroit was represented by David G. Heiman, Esq., and Heather
Lennox, Esq., at Jones Day, in Cleveland, Ohio; Bruce Bennett,
Esq., at Jones Day, in Los Angeles, California; and Jonathan S.
Green, Esq., and Stephen S. LaPlante, Esq., at Miller Canfield
Paddock and Stone PLC, in Detroit, Michigan.

Sharon Levine, Esq., at Lowenstein Sandler LLP, represented the
American Federation of State, County and Municipal Employees and
the International Union.

Babette Ceccotti, Esq., at Cohen, Weiss & Simon LLP, represented
the United Automobile, Aerospace and Agricultural Implement Workers
of America.

A nine-member official committee of retired workers appointed in
the case was represented by Dentons US LLP. Lazard Freres & Co. LLC
serves as the Retiree Committee's financial advisor.

Detroit filed a notice that the effective date of its
bankruptcy-exit plan occurred on Dec. 10, 2014. Judge Steven Rhodes
on Nov. 12, 2014, entered an order confirming the Eighth Amended
Plan for the Adjustment of Debts of the City of Detroit.

Thomas Tucker, a federal bankruptcy judge since 2003, took over
Detroit's landmark bankruptcy case following the retirement of
Judge Rhodes.


DIAMOND CONTRACT: Wants to Use Hyperion Bank's Cash Collateral
--------------------------------------------------------------
Diamond Contract Flooring, LLC, seeks authorization from the U.S.
Bankruptcy Court for the Eastern District of Pennsylvania to use
cash collateral for operational working capital, for the payment of
the Debtor's ordinary and necessary expenses, including payroll and
payroll withholdings, and expenses necessary to continue the
operations of a flooring sales and installation agent who has
produced over $1.3 million in sales at this time in 2017.

On July 24, 2007, Hyperion Bank extended a line of credit in the
amount of $150,000 to the Debtor.  On Dec. 8, 2008, a Change In
Terms Agreement was entered between the Bank and the Debtor
increasing the line of credit to $250,000.  In consideration for
the extension of credit to the Debtor, the Debtor granted a first
priority security interest in the nature of a blanket lien on the
Debtor's assets.  As of the Petition Date, the Debtor owed the Bank
a balance of approximately $249,975 on the underlying Loan
Agreement.

The Debtor requires use of its cash and accounts to continue
operations.  The Debtor says it has payroll obligations which must
be made.  Additionally, the Debtor needs to pay the general
operating expenses of the business so that the Debtor may continue
to operate, generate cash flow, and fund a Chapter 11 Plan of
Reorganization.  The Debtor warns that if it is not able to pay its
employees and provide for the operational expenses of its business,
its operations will be substantially injured.  Without an immediate
and emergent use of its cash the Debtor's prospects for
reorganization are limited.  With the use of its cash, the Debtor
believes it can operate profitably and propose a well-funded Plan
of Reorganization.  

The Debtor proposes to provide adequate protection to the Bank in
the form of (i) a first lien upon and security interest in all of
the Debtor's now existing and hereafter acquired accounts
receivable of the same nature and extent as the pre-petition liens
and collateral.  The Debtor requests that the cash collateral order
reflect that the Court recognize that the Bank's lien extends both
to prepetition collateral and the proceeds thereof.

The Debtor will pay all current interest and principal payments to
the Bank under the prepetition Loan Agreement between the parties.

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

           http://bankrupt.com/misc/paeb17-16672-30.pdf

               About Diamond Contract Flooring

Diamond Contract Flooring, LLC, is a privately held company in
Bensalem, Pennsylvania, and has been in the business of
wholesale-floor coverings since 2000.  The company sells and
installs carpeting, tile, hardwoods and other types of flooring for
residential and commercial establishments in both Pennsylvania and
New Jersey.

Diamond Contract Flooring filed a Chapter 11 petition (Bankr. E.D.
Pa. Case No. 17-16672) on Sept. 29, 2017.  The petition was signed
by Christopher Diamond, president.  In its petition, the Debtor
disclosed $142,481 in assets and $1.32 million in liabilities.

The Hon. Eric L. Frank presides over the case.

Carrie J. Boyle, Esq., at McDowell Posternock Apell & Detrick,
P.C., serves as bankruptcy counsel to the Debtor.


DISCOVER FINANCIAL: Moody's Affirms Ba1 Sr. Unsec. Bonds Rating
---------------------------------------------------------------
Moody's Investors Service affirmed the ratings of Discover
Financial Services (DFS) and its Discover Bank subsidiary. The
parent is rated Ba1 for senior unsecured debt and its bank
subsidiary has deposit ratings of A3/positive/Prime-2 and a
standalone baseline credit assessment (BCA) of baa3. The bank also
has Baa3 senior unsecured debt rating and its counterparty risk
assessment is Baa2(cr)/Prime-2(cr). The outlook has been revised to
positive from stable.

Affirmations:

Issuer: Discover Bank

-- Adjusted Baseline Credit Assessment, Affirmed baa3

-- Baseline Credit Assessment, Affirmed baa3

-- Long term and short term Counterparty Risk Assessment,
    Affirmed Baa2(cr)/P-2(cr)

-- Issuer Rating, Affirmed Baa3, positive

-- Long term and short term Deposit Rating , Affirmed A3,
    positive,/P-2

-- Subordinate Regular Bond/Debenture, Affirmed Ba1

-- Senior Unsecured Regular Bond/Debenture, Affirmed Baa3,
    positive

Issuer: Discover Financial Services

-- Senior Unsecured Regular Bond/Debenture, Affirmed Ba1,
    positive

-- Senior Unsecured Shelf, Affirmed (P)Ba1

-- Subordinate Shelf, Affirmed (P)Ba1

-- Pref. Shelf, Affirmed (P)Ba2

-- Pref. Shelf Non-cumulative, Affirmed (P)Ba3

-- Pref. Stock Non-cumulative, Affirmed Ba3(hyb)

Outlook Actions:

Issuer: Discover Bank

-- Outlook, Changed To Positive From Stable

Issuer: Discover Financial Services

-- Outlook, Changed To Positive From Stable

RATINGS RATIONALE

DFS' ratings affirmation and the change to a positive outlook
reflects Moody's view that DFS's good risk management, strong and
consistent profitability, together with comparatively strong
capital and good asset quality better protects the company's solid
credit metrics even in a more adverse economy.

Moody's said DFS business is heavily skewed towards the US
general-purpose credit card market and is heavily reliant on net
interest income making it vulnerable to economic shocks and
political/regulatory risks. Nevertheless, DFS has countered these
threats with prudent underwriting and ongoing initiatives to
broaden its business. These initiatives include the development of
its direct banking presence through ancillary lending and deposit
products, as well as Discover Bank's payment services business
which enhances its brand recognition, merchant acceptance and fee
based revenues.

Moody's believes that DFS' sustainable market position drives its
strong profitability as one of the most profitable Moody's rated US
banks with ROA averaging well above 2.0% since 2011. The company's
strong profitability provides additional support for the company's
solid capital levels as measured by tangible common equity to
assets of more than 12.0%. While net charge-offs have increased
over the last year to just under 3.0% from historic lows, the
company's charge-offs remain below industry average demonstrating
disciplined underwriting along with good risk management.

Regarding its liquidity profile, Discover Bank has an above average
reliance on wholesale funding despite ongoing diversification via
internet deposits, but Moody's said that the above average percent
of wholesale funding is partially addressed by the bank having a
high proportion of insured deposits, which Moody's views as a
stable funding source even in adverse market.

Discover Bank's good proactive liquidity management includes a
large liquidity portfolio of cash/cash equivalents and investment
securities as well as contingent liquidity of $6 billion of
asset-backed conduit lines.

WHAT COULD MOVE THE RATINGS UP/DOWN

Discover Bank's BCA could move up in the event that the company
continues to achieve strong profitability and disciplined
underwriting. Additional credit positives would be continued
prudent diversification, measured growth of non-card asset classes
and continued growth of deposits.

Downward rating pressure would emerge if Moody's expect a material
weakening of key liquidity, capital metrics and/or underwriting
standards.

The principal methodology used in these ratings was Banks published
in September 2017.


EDWARD GREENE: Says Appointment of Ombudsman Not Necessary
----------------------------------------------------------
Edward James Greene and Tera N. Greene ask the U.S. Bankruptcy
Court for the District of Idaho to reject the appointment of any
Ombudsman.

Dr. Tera Greene is a licensed dentist and the President of Accure
Dental PC, which itself is in chapter 11 as case number
17-00837-JDP.

The Debtors operate a dentist office, which treats patients for
dentistry, dentures and oral surgery. As such it appears that the
Debtors operate a facility that fits the Bankruptcy code definition
of Health Care Business.

While the Debtor may fit the broad definition of a "health care
business," the Debtors assert that they do not operate a long-term
care facility; a skilled nursing facility; an intermediate care
facility; an assisted living facility; a home for the aged; a
domiciliary care facility; or a facility that offers assistance
with activities of daily living.

The Debtors assert that the appointment of an ombudsman is not
necessary because Dr. Tera Greene's patients do not reside at the
Debtors' facility nor remain there after treatment that occurs
during daytime business hours, and neither of these Debtors are
subject to any disciplinary actions by any agency that regulates
its practice.

In addition, the Debtors contend that Accure Dental, in its chapter
11 case, filed a motion to request the Court to refrain from the
appointment of an ombudsman, which the Court granted. The Debtors
believe in this case that such a Motion is equally applicable, and
as such, the appointment of an ombudsman is not necessary.

Edward James Greene and Tera N. Greene (Bankr. D. Idaho Case No.
17-01292) filed Chapter 11 Petition on September 28, 2017. The
Debtors are represented by: D Blair Clark, Esq., who can be reached
through Email: dbc@dbclarklaw.com


ENERGY TRANSFER: Egan-Jones Hikes Sr. Unsec. Ratings to BB-
-----------------------------------------------------------
Egan-Jones Ratings Company, on August 24, 2017, raised the local
currency and foreign currency senior unsecured ratings on debt
issued by Energy Transfer Equity LP to BB- from B+.

Energy Transfer Equity is based in Dallas, Texas, a sister
partnership to Energy Transfer Partners. It specializes in the
storage and transportation of natural gas.


ENERGY TRANSFER: Moody's Rates New Series A Preferred Stock 'Ba2'
-----------------------------------------------------------------
Moody's Investors Service assigned a Ba2 rating to Energy Transfer
Partners, L.P.'s (ETP) proposed Series A Fixed-to-Floating Rate
Cumulative Redeemable Perpetual Preferred Units and affirmed its
Baa3 senior unsecured rating, its Ba1 junior subordinated notes
rating and its P-3 commercial paper rating. The rating outlook is
negative. Moody's also affirmed Sunoco Logistics Partners
Operations L.P. (Sunoco Logistics Partners L.P.) Baa3 senior
unsecured rating and its P-3 commercial paper rating. The outlook
is also negative.

Assignments:

Issuer: Energy Transfer Partners, L.P.

-- Pref. Stock Preferred Stock, Assigned Ba2

Affirmations:

Issuer: Energy Transfer Partners, L.P.

-- Junior Subordinated Regular Bond/Debenture, Affirmed Ba1

-- Commercial Paper, Affirmed P-3

-- Senior Unsecured Regular Bond/Debenture, Affirmed Baa3

-- Senior Unsecured Shelf, Affirmed (P)Baa3

Issuer: Sunoco Logistics Partners Operations L.P.

-- Senior Unsecured Shelf, Affirmed (P)Baa3

-- Commercial Paper, Affirmed P-3

-- Senior Unsecured Regular Bond/Debenture, Affirmed Baa3

Outlook Actions:

Issuer: Energy Transfer Partners, L.P.

-- Outlook, Remains Negative

Issuer: Sunoco Logistics Partners Operations L.P.

-- Outlook, Remains Negative

RATINGS RATIONALE

The proposed preferred units are rated Ba2, two notches below the
Baa3 senior unsecured rating, reflecting their subordination to all
of the company's existing senior unsecured notes, its unsecured
revolving credit facility and its subordinated notes. Moody's
attributes 50% equity credit to the preferred units.

ETP's Baa3 rating reflects its scale, which ranks among the largest
publicly traded midstream master limited partnerships (MLP) in
terms of its size, geographic reach and the operational
diversification of its businesses. Its $77 billion midstream asset
base generates a largely fee-based cash flow stream, approximating
$5.8 billion of 12-month EBITDA as of September 30 (proportionately
consolidated). However, largely as a function of heavy capital
spending, flat EBITDA growth across several operating segments and
the delayed in-service dates of several large projects, ETP's
leverage deteriorated in 2016, peaking at 6x debt/EBITDA at
year-end. The high level of growth capital spending should begin to
improve EBITDA in 2018, helping to reverse the trajectory of
increased debt leverage. The closing in February of the sale of a
36.75% in the Dakota Access Pipeline, August's $1.0 billion units
issuance and October's closing of the sale of a 32.4% stake in
ETP's Rover natural gas pipeline together with second and third
quarter EBITDA gains have reduced leverage to about 5.5x in Moody's
estimation. Run rate leverage could approach 5.1x by year-end 2017.
A dependence on EBITDA growth for deleveraging in a low growth
midstream energy environment is subject to greater execution risk.
To the extent that a large aggregate of ETP's capital spending is
devoted to the completion of several multi-billion dollar pipeline
projects, whose construction has been subject to regulatory and
permitting delays, EBITDA growth could be lumpy or further
delayed.

The terms of the April 28, 2017 closing of Sunoco Logistics
Partners L.P. (SXL, Baa3 negative) acquisition of ETP in a
units-for-units transaction (and subsequently re-named Energy
Transfer Partners, L.P.) effectively re-set ETP's unitholder
distribution rate, which together with second and third quarter
EBITDA growth restored third quarter and nine-month distribution
coverage to 1.13x and 1.14x, respectively. Improved distribution
coverage alleviates for now the necessity of future Incentive
Distribution Rights (IDR) waivers from ETP's general partner,
Energy Transfer Equity, L.P. (ETE, Ba2 negative), or potential
distribution cuts, while preserving those options if necessary to
support the combined SXL/ETP entity in the future.

Moody's considers ETP to have good liquidity through 2018, a
liquidity position enhanced through asset monetizations. At
September 30, ETP reported $2.1 borrowed under its aggregate $6.25
billion revolving credit facilities; the October 1 closing of the
Rover sale for $1.57 billion further builds ETP's liquidity.
Moody's expects ETP's $3.75 billion revolving credit facility and
SXL's $2.5 billion revolving credit to be combined into a single
facility at an amount something less than the combined $6.25
billion total by year-end. Growth capital spending has alternative
sources to supplement its financing if needed including possible
joint ventures, limited asset sales and asset level financing.
Moody's believes that ETE has options which can be deployed to
support ETP's liquidity, among them additional IDR waivers and
potential flexibility around the level of cash distributions. In
January, ETE issued $568 million of equity which was used to
acquire ETP units, injecting cash into ETP. ETP and ETE have a
history of consistent support for ETP's investment grade ratings,
which Moody's expects will continue to be the case.

ETP's negative outlook reflects its high debt leverage. Its outlook
could be restored to stable provided it has taken demonstrable
actions to reduce leverage approaching 5x, while maintaining
distribution coverage exceeding 1x. ETP's ratings could be
downgraded if it fails to achieve debt leverage approaching 4.5x.
ETP's rating could also be lowered in the medium-term if major
projects and cash flow are further delayed, if ETP's business risk
profile meaningfully deteriorates, should financing pressure
materialize further delaying the deleveraging process or if ETE's
credit profile materially weakens. ETP remains exposed to increased
consolidated group leverage, and could be negatively impacted
should ETE's debt service and distribution needs increase
significantly. Reducing debt leverage to the vicinity of 4x and
maintaining it at that level could prompt consideration of an
upgrade.

The principal methodology used in these ratings was Midstream
Energy published in May 2017.

Energy Transfer Partners, L.P., headquartered in Dallas, Texas, is
a publicly traded MLP which owns and operates a broad array of
midstream energy assets.


EPTMS INC: Has Court's Interim Nod to Use Cash Collateral
---------------------------------------------------------
The Hon. H. Christopher Mott of the U.S. Bankruptcy Court for the
Western District of Texas has granted EPTMS, Inc., interim
authorization to use cash collateral.

A hearing on the Debtor's use of cash collateral will be held on
Dec. 12, 2017, at 11:00 a.m. (MT).  Objections to the Debtor's cash
collateral use must be filed by Dec. 8, 2017.

The Court heard the position of the Texas Comptroller of Public
Accounts, who filed an objection to the Debtor's cash collateral
use, that a significant portion of the funds currently in the
Debtor's operating account at Bank of America appear to be sales
tax moneys collected by the Debtor for the Comptroller, but that
the Comptroller is amenable to an interim use of cash collateral,
provided that the extent of that collected sales tax can be
determined and adequate protection measures can be fashioned for
the Comptroller, at a later date near to hand.

Based on the foregoing and on the announcements of Christopher
Murray of Diamond-McCarthy for Pearl Delta Funding, LLC, the Court
finds that irreparable harm will befall the Debtor if it is not
allowed the interim use of cash collateral.  The identification,
value, and extent of the Debtor's cash collateral, and the terms of
adequate protection as stated herein, are without prejudice to any
party-in-interest's right to contest the same in a later
proceeding, for confirmation purposes or otherwise.

The Court awards replacement liens upon the cash equivalents
identified in the Debtor's motion, to Rapid Capital Advance, To
Kabbage, Inc., and to Pearl Delta Funding, LLC, in the order of
priority that existed on petition date, Oct. 25, 2017.

The Court is measuring the extent of the replacement liens
according to the value of the collateral that existed on petition
date, including the sums on deposit in Bank of America, subject to
whatever interest the Comptroller may have.

The Court orders that the Debtor keep the inventory adequately
insured against fire, theft, water damage, and other hazards.

The Debtor must also make interim monthly adequate protection
payments to:

     -- Rapid Capital Advance, $13,995 each Friday, starting
        Nov. 24, 2017;

     -- Kabbage, Inc., $10,228.00 each month, starting Nov. 24,
        2017; and

     -- to Pearl Delta Funding, LLC, $7,000 each Friday starting
        Nov. 24, 2017.

The Court encourages Rapid Capital Advance, Kabbage, Inc., and
Pearl Delta Funding to confer with the Comptroller and the Debtor,
to determine a consensual means by which the Comptroller may
recover all funds in Bank of America account #-49l9 that were
property of the Comptroller.  If no consensual basis is reached
before the Dec. 12, 2017 hearing, the Court intends to fashion
adequate protection for the Comptroller at the Dec. 12, 2017
hearing.  Whether any further adequate protection payments to Rapid
Capital Advance, Kabbage, Inc., and Pearl Delta will be ordered,
from Dec. 12, 2017, until the Comptroller has received all of its
sales tax money, is to be decided at the Dec. 12, 2017 hearing.
The Court will then take up the motion for adequate Protection
payments which the Comptroller filed on Oct. 30, 2017.

The Debtor may include prepetition wages from Oct. 16 to 24 in the
payroll that is due on Nov. 1, 2017, up to the limit for priority
prescribed in U.S.C. Section 507(a)(4).

A copy of the court order is available at:

           http://bankrupt.com/misc/txwb17-31729-19.pdf

                       About EPTMS, Inc.

EPTMS, Inc., is a retailer of mattresses in the El Paso, Texas
area.

EPTMS, Inc., filed a Chapter 11 petition (Bankr. W.D. Tex. Case No.
17-31729) on Oct. 25, 2017.  The petition was signed by Ricardo
Solano aka Javier Ricardo Solano Ramirez, president.  In its
petition, the Debtor estimated $100,000 to $500,000 in assets and
$1 million to $10 million in liabilities.  

The Hon. Christopher H. Mott presides over the case.

E.P. Bud Kirk, Esq., at the law firm of E.P. Bud Kirk, serves as
bankruptcy counsel to the Debtor.


EVAN JOHNSON: Plan Filing Period Extended for Additional 90 Days
----------------------------------------------------------------
Judge Edward Ellington of the U.S. Bankruptcy Court for the
Southern District of Mississippi, at the behest of Evan Johnson &
Sons Construction, Inc., has entered an order granting the Debtor
additional 90 days from November 6, 2017 within which to file a
disclosure statement and proposed plan.

As reported by the Troubled Company Reporter on October 20, 2017,
the Debtor asked the Court for an additional 90 days within which
to file a disclosure statement and proposed plan.

Evan Johnson said that, subsequent to the filing of the bankruptcy
petition, the Debtor, primarily through special counsel William
Blair, Esq., has successfully engaged in extensive negotiations and
settlements with various creditors both in connection with the
Debtor's project at Mississippi State University and also at the
Tibodeaux Regional Medical Center.  The Debtor will, in the
immediate future, file motions to approve those settlements as well
as an additional financing motion with its bonding company that is
substantially similar to the financing motion previously approved
by the Court in connection with the Mississippi State University
project.

While the Debtor will urge the Court to approve those settlement
motions and related undertakings, the Debtor averred that the
motions have not yet been filed and certainly have not been ruled
upon.  They have also been subject to objections of the entire
creditor body.

The Debtor said that it would be premature to file and prosecute a
meaningful disclosure statement and plan of reorganization that
would need to be, even in the best of situations, changed and
amended once the settlements have been approved or disapproved.

The Debtor assured the Court that it does not seek this extension
for purposes of delay, but rather, to allow the Debtor an
opportunity to fully formulate and file its proposed plan and
disclosure statement.  The Debtor said that the extension requested
will not result in any undue prejudice to any creditor or other
party-in-interest.

           About Evan Johnson & Sons Construction Inc.

Evan Johnson & Sons Construction, Inc., based in Pearl, Miss.,
filed a Chapter 11 petition (Bankr. S.D. Miss. Case No. 17-02192)
on June 15, 2017.  The Hon. Edward Ellington presides over the
case.  Craig M. Geno, Esq., at The Law Offices of Craig M. Geno,
PLLC, as bankruptcy counsel.

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


EVERMILK LOGISTICS: Seeks December 11 Plan Filing Extension
-----------------------------------------------------------
Evermilk Logistics LLC files with the U.S. Bankruptcy Court for the
Southern District of Indiana a second motion seeking a 30-day
extension of the time in which to file a Chapter 11 plan and to
solicit votes in connection with such plan to December 11, 2017 and
February 9, 2018, respectively.

By order entered on September 13, 2017, the Court extended the
periods by which the Debtor had the exclusive right to file a
Chapter 11 plan and solicit votes in connection with such plan
through November 11, 2017, and January 10, 2018, respectively.

The Debtor seeks additional time to continue negotiations with an
equity investor. The Debtor intends to include this agreement, if
reached, in the reorganization plan that allows for the Debtor's
continued operations. The Debtor has acted in good faith and is
working diligently to arrive at a consensual plan of reorganization
or, barring that, a plan that satisfies all confirmation
requirements of section 1129 of the Bankruptcy Code.

Further, the Debtor is current on its post-petition expenses,
including payment of fees to the U.S. Trustee. Consequently, the
Debtor believes that cause exists for extending the Debtor's
Exclusive Periods and that such extension will facilitate an
equitable resolution of this Chapter 11 Case.

                     About Evermilk Logistics

Evermilk Logistics LLC -- http://www.evermilklogistics.net/-- is a
member-managed Indiana limited liability company wholly owned by
Teunis Jan Willemsen.  It operates a commercial milk hauling
trucking business.  Its principal place of business is at 6615 W.
500 N., Frankton, Indiana 46044.  Evermilk hauls milk for local
dairy farms that sell milk to Dairy Farmers of America.  Evermilk
has been taking milk to the Eastern and Central United States, and
currently is picking up 20-25 tanker loads of milk each day. It
currently employs more than 60 driver and administrative or
maintenance personnel.

Evermilk Logistics LLC filed a Chapter 11 petition (Bankr. S.D.
Ind. Case No. 17-03613), on May 15, 2017.  The Petition was signed
by Teunis Jan Willemsen, member.  The case is assigned to Judge
Jeffrey J. Graham.  The Debtor is represented by Terry E. Hall,
Esq., at Faegre Baker Daniels LLP.  At the time of filing, the
Debtor had $100,000 to $500,000 in estimated assets and $1 million
to $10 million in estimated liabilities.

No trustee or examiner has been appointed, and no committee has yet
been appointed or designated.


EXGEN TEXAS: Case Summary & 30 Largest Unsecured Creditors
----------------------------------------------------------
Lead Debtor: ExGen Texas Power, LLC
             1310 Point Street
             Baltimore, MD 21231

Type of Business: ExGen Texas Power, LLC, et al., operate as
                  subsidiaries of Exelon Generation Company, LLC,
                  an energy company delivering electricity and
                  natural gas to approximately 10 million
                  customers in Delaware, the District of Columbia,
                  Illinois, Maryland, New Jersey and Pennsylvania
                  through its Atlantic City Electric, BGE, ComEd,
                  Delmarva Power, PECO and Pepco subsidiaries.  
                  Collectively, the Debtors provide 3,313 MW of
                  natural gas-fired power generation located in
                  the North and Houston zones of the Electric
                  Reliability Council of Texas power market.  The
                  Debtors were formed in 2014 as a non-recourse
                  project financed by ExGen, which owns, directly
                  or indirectly, 100% of the equity interests in
                  each of the Debtors.

Chapter 11 Petition Date: November 7, 2017

Debtor-affiliates that simultaneously filed Chapter 11 petitions:

     Debtor                                    Case No.
     ------                                    --------
     ExGen Texas Power, LLC (Lead Case)        17-12377
     ExGen Texas Power Holdings, LLC           17-12378
     Wolf Hollow I Power, LLC                  17-12379
     Colorado Bend I Power, LLC                17-12380
     Handley Power, LLC                        17-12381
     Mountain Creek Power, LLC                 17-12382
     LaPorte Power, LLC                        17-12383

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

Judge: Hon. Brendan Linehan Shannon

Debtors' Counsel:     Daniel J. DeFranceschi, Esq.
                      Paul N. Heath, Esq.
                      Zachary I. Shapiro, Esq.
                      RICHARDS, LAYTON & FINGER, P.A.
                      One Rodney Square
                      920 North King Street
                      Wilmington, Delaware 19801
                      Tel: (302) 651-7700
                      Fax: (302) 651-7701
                      E-mail: defranceschi@rlf.com
                             heath@rlf.com
                             shapiro@rlf.com

Debtors'
Investment
Banker:               SCOTIA CAPITAL (USA) INC.

Debtors'
Restructuring
Advisors:             FTI CONSULTING, INC.

Debtors'
Claims &
Noticing
Agent and
Administrative
Advisor:              KURTZMAN CARSON CONSULTANTS LLC
                      Web site: http://www.kccllc.net/egtp

Estimated Assets: $100 million to $500 million

Estimated Debt: $500 million to $1 billion

The petitions were signed by David Rush, chief restructuring
officer.

A full-text copy of ExGen Texas Power's petition is available for
free at http://bankrupt.com/misc/deb17-12377.pdf

Debtors' Consolidated List of 30 Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Mitsubishi Power Systems, Inc.        Trade Debt       $1,837,419
2287 Premier Row
Orlando, FL 32809
Jeffery Phelan
Tel: 617-306-0676
Email: jeffery.phelan@mpshq.com

Enterprise Texas Pipeline             Trade Debt       $1,071,017
P.O. Box 4324
Houston, TX 77210
Troy Lawrence
Tel: 713-381-8239
Email: jtlawrence@eprod.com

Energy Transfer Fuel                  Trade Debt         $657,004
PO Box 951439
Dallas, TX 75395
Tel: 214-981-0752
Email: Charlie Stone
Email: charlie.stone@
energytransfer.com

Brand Energy And Infrastructure       Trade Debt         $587,681
Services Inc.
1325 Cobb Int. Drive Suite A-1
Kennesaw, GA 30152
Eric Drnevich
Tel: 856-467-2850
Email: eric.drnevich@beis.com

Siemens Energy Inc.                   Trade Debt         $524,079
Dept. Ch 10169
Palatine, IL 60055-0169
Tel: 513-395-5148
     407-736-6254
     781-380-1306
Ron Prothe
Email: ron.prothe@siemens.com

Chicago Bridge & Iron Inc.            Trade Debt         $473,897
311 W. Monroe St
Chicago, Il 60606
Jeff Bandurski
Tel: 815-210-7316
Email: jeffrey.bandurski@cbi.com

Shermco                               Trade Debt         $445,146
PO Box 540545
Dallas, TX 75234
Brad Santa
Tel: 972-793-5523
Email: bsanta@shermco.com

International Chimney Corporation     Trade Debt         $275,061
55 S. Long Street
P.O. Box 260
Buffalo, NY 14231
Ken Baker
Tel: 716-650-3413
Email: keb@internationalchimney.com

Kinder Morgan Texas Pipeline          Trade Debt         $260,017
1001 Louisiana St, Suite 1000
Houston, TX 77002
Tel: 713-369-8730
Gary Lamphier
Email: gary_lamphier@
kindermorgan.com

Gulf South Pipeline                   Trade Debt         $210,000
Email: Ryan.Meske@bwpmlp.com

Texas Commission on Environmental     Regulatory         $173,175
Quality (TCEQ)
Email: ac@tceq.texas.gov

Filter Technology Company Inc.        Trade Debt         $171,038
Email: twilburn@filtertexas.com

Maxim Crane Works                     Trade Debt         $164,580
Email: Wrodgers@maximcrane.com

General Electric International        Trade Debt         $151,365
Email: ronan.ocallaghan@ge.com

Reliable Turbine Services             Trade Debt         $131,229
Email: mwoodruff@reliableturbine.com

Atmos Pipeline                        Trade Debt         $120,000
Email: Jeff.Smirin@atmosenergy.com

Phoenix Industrial Services 1 LP      Trade Debt         $115,325
Email: tparker@phoenixservices.com

Vinson Process Controls Co LP         Trade Debt         $115,141
Email: sbedell@vpcco.com

Airgas Specialty Products             Trade Debt         $110,326
Email: dave.hammon@airgas.com

Advanced Turbine Support              Trade Debt         $108,190
Email: cmcginley@
advancedturbinesupport.com

Integrated Power Services             Trade Debt         $104,772
Email: scoughran@ips.us

Saber Power Services, LLC             Trade Debt          $74,231
Email: ktomek@saberpower.com

Air Products LLC                      Trade Debt          $70,977
Email: stewars3@airproducts.com

Enexio US LLC                         Trade Debt          $66,683
Email: Thomas.hatcher@enexio.com

Specialty Rescue & Fire Service       Trade Debt          $66,600
(SR&FS)
Email: david@specialtyrescue.com

Moody's Investor Services            Professional         $66,306
Email: Raymond.pedicone@               Services
moodys.com

GE Energy Control Solutions           Trade Debt          $50,979
Email: grover.allen@ge.com

Red Ball Oxygen Company               Trade Debt          $50,152
Email: bobewing@redballoxygen.com

New Gen Products                      Trade debt          $46,038
Email: brad@newgenproducts.com

United Electric Cooperative           Trade Debt          $40,744
Services, Inc


EXGEN TEXAS: Exelon Gives Up 4 of 5 Gas-Fired Plants to Lenders
---------------------------------------------------------------
Chicago, Illinois-based energy giant Exelon Corp. (NYSE:EXC) will
relinquish four Texas natural gas plants to lenders and will pay
$60 million to keep a fifth plant as part of a Chapter 11
bankruptcy of its merchant generation business in Texas.

Exelon unit ExGen Texas Power LLC, which operates five gas-fired
power-generating stations in Texas, sought Chapter 11 bankruptcy
with a plan to sell the 1,265 MW Handley power plant in Fort Worth,
TX, to Exelon for $60 million and release ownership of four plants
to secured lenders owed $660 million.

EGTP's five direct subsidiaries, which has also sought Chapter 11
protection, each owns a gas-fired generation project.  
Collectively, the Debtors provide 3,313 MW of natural gas-fired
power generation located in the North and Houston zones of the
Electric Reliability Council of Texas ("ERCOT")  power market.

The Debtors are direct or indirect wholly-owned subsidiaries of
Exelon Generation Company, which, itself, is a wholly-owned
subsidiary of Exelon Corporation.

Exelon Corp. and Generation are not part of the Chapter 11 filing.

Exelon Corp, whose stock is publically traded on the New York Stock
Exchange under the ticker "EXC", is a Fortune 100 company with
annual revenues in excess of $30 billion and approximately 34,000
employees around the globe.

As of the Petition Date, EGTP has $660 million in aggregate
principal amount (excluding any accrued and unpaid interest,  fees
and  costs) of term loans owed to secured lenders outstanding under
a Credit Agreement dated Sept. 18, 2014, with Bank of America, N.A.
as, among other things, administrative agent and collateral agent,
Wilmington Trust, National Association, as depositary agent, and
the lenders party thereto from time to time.

                           Sale Process

According to Exelon Corp.'s regulatory filing, Exelon Generation
Company has been considering its strategic options with respect to
its wholly-owned indirect subsidiary, EGTP.  On May 2, 2017, EGTP
entered into a Consent, Waiver and Amendment Agreement ("Consent
Agreement") with the lenders of its $675 million non-recourse
senior secured loan due September 18, 2021. Among other things, the
Consent Agreement permitted EGTP to draw on its revolving credit
facility and initiate an orderly sales process to sell the assets
of its wholly-owned subsidiaries (collectively with EGTP, the
"Debtors"), the proceeds from which will first be used to pay the
administrative costs of the sale, the normal and ordinary costs of
operating the plants, and repayment of the secured debt of EGTP.
As a result, Exelon and Generation classified certain of EGTP's
assets and liabilities as held for sale at their respective fair
values less costs to sell and recorded associated pre-tax
impairment charges of $418 million and $40 million in the second
and third quarter of 2017, respectively.

In connection with this orderly sales process, on Nov. 7, 2017, the
Debtors filed voluntary petitions for relief under Chapter 11 of
the Bankruptcy Code in the United States Bankruptcy Court for the
District of Delaware.

The Debtors are seeking Bankruptcy Court authorization to jointly
administer the Chapter 11 cases under the caption "In re ExGen
Texas Power LLC, et al." Case No. 17-12377. The Debtors will
continue to manage their assets and operate their businesses as
"debtors in possession" under the jurisdiction of the Bankruptcy
Court and in accordance with the applicable provisions of the
Bankruptcy Code and the orders of the Bankruptcy Court.

As a result of the bankruptcy filing, Exelon and Generation
determined that EGTP's assets and liabilities (including its
nonrecourse senior secured term loan, revolving credit facility and
various interest rate and commodity swaps), of which the assets
were classified as held for sale at September 30, 2017, will be
deconsolidated from Exelon's and Generation's consolidated
financial statements as of November 7, 2017.  Exelon and Generation
estimate that a pre-tax gain upon deconsolidation ranging from $125
to $200 million will be recognized in the fourth quarter of 2017.

Concurrently with the Chapter 11 Filings, Generation entered into
an asset purchase agreement to acquire one of EGTP's generating
plants, the Handley Generating Station, for approximately $60
million, subject to an adjustment for fuel oil and assumption of
certain liabilities.

In the Chapter 11 Filings, EGTP has requested that the proposed
acquisition of the Handley Generating Station be consummated
through a court-approved and supervised sales process.  The
consummation of the acquisition is subject to the approval of the
asset purchase agreement by the Bankruptcy Court following a sale
process, and the confirmation of a plan of reorganization in the
bankruptcy cases.

The sale agreement with Generation provides that should the Debtor
pursue an alternative transaction for the Handley Generating
Station, Generation will receive a break-up fee of $750,000 and
expense reimbursement of up to $300,000.

                         Low Prices in Texas

Exelon said in a statement that historically low power prices
within Texas have created challenging market conditions for all
power generators, including the five natural gas-fired EGTP
plants.

EGTP's Board of Directors determined, after evaluating a range of
opportunities, to move forward with a two‑part plan.  First,
Exelon Generation has negotiated an agreement with EGTP's lenders
that, pending a competitive bidding process and receipt of all
necessary approvals, would allow Exelon Generation to continue to
own and operate the Handley Generating Station in exchange for a
$60 million payment to the lenders.  Second, the lenders have
agreed to exchange the debt they currently hold in EGTP's other
four plants for equity in the plants, effectively taking ownership
of these facilities.

To help achieve its objectives as efficiently as possible, EGTP and
its five subsidiaries filed voluntary petitions under Chapter 11 of
the U.S. Bankruptcy Code.  The filings help to facilitate the
planned transactions and provide additional tools to reduce the
amount of debt the plants would otherwise take forward, thereby
maximizing their opportunities for long‑term success.

Exelon Generation remains committed to working with all
stakeholders to ensure the best outcome for our employees,
customers, communities and shareholders.

                     About ExGen Texas Power

ExGen Texas Power, LLC, et al., operate as subsidiaries of Exelon
Generation Company, LLC, which is a unit of Chicago, Illinois-based
energy giant Exelon Corp. (NYSE:EXC).  EGTP owns 100% of the equity
in five direct subsidiaries, each of which owns a separate
gas-fired generation project:

    Debtor-Subsidiary       Project and Location
    -----------------       --------------------
Wolf Hollow I Power, LLC    639 MW Plant in Granbury, TX
Colorado Bend I Power, LLC  454 MW Plant in Wharton, TX
Handley Power, LLC          1,265 MW Plant in Fort Worth, TX
Mountain Creek Power, LLC   808 MW Plant in Dallas, TX
LaPorte Power, LLC          147 MW Plant in LaPorte, TX

EGTP and its five subsidiaries sought Chapter 11 protection (Bankr.
D. Del. Lead Case No. 17-12377) on Nov. 7, 2017, with a plan that
would turnover ownership of four plants to lenders in exchange for
debt, and a deal to sell the Handley Power plant to parent Exelon
Generation Company, LLC.

Direct parent Exelon Generation Company and ultimate parent Exelon
Corp. are not debtors in the Chapter 11 cases.

EGTP estimated $100 million to $500 million in assets and $500
million to $1 billion in debt.

The Hon. Brendan Linehan Shannon is the case judge.

The Debtors tapped Richards, Layton & Finger, P.A. as counsel;
Scotia Capital (USA) Inc., as investment banker; FTI Consulting,
Inc., as restructuring advisors; and Kurtzman Carson Consultants
LLC as claims agent.  KCC maintains the case web site
http://www.kccllc.net/egtp

Counsel to Exelon Generation Company is DLA Piper LLP (US).
Counsel to the Secured Agent is Norton Rose Fulbright US LLP.
Counsel to the Ad Hoc Committee is Wachtell, Lipton, Rosen & KaTz.


EXGEN TEXAS: Exelon's $60M to Open Dec.18 Auction for Handley Plant
-------------------------------------------------------------------
ExGen Texas Power, LLC, and affiliates ask the U.S. Bankruptcy
Court for the District of Delaware to authorize the bidding
procedures in connection with the sale of substantially all assets
of Handley Power, LLC to Exelon Generation Co., LLC for $60 million
in cash, subject to certain adjustments, and the assumption of the
assumed liabilities, subject to overbid.

Beginning in January 2017, the Debtors and the Stalking Horse
Bidder began discussions with certain of the Secured Lenders
regarding a potential short-term liquidity solution as well as
potential long term solutions, including a refinancing, sale or
other disposition of the Projects.  Recognizing that the critical
summer months were approaching and the Debtors were running out of
available liquidity, the parties engaged in extensive negotiations
regarding strategic actions to allow the Debtors to continue
operating through the summer.

To this end, on May 2, 2017, the Debtors, the Secured Agent, and
various Secured Lenders entered into the Waiver Agreement.  The
Waiver Agreement provided additional liquidity to the Debtors.  In
addition to providing the Debtors with the liquidity required to
continue operations, the Waiver Agreement also set forth various
milestones relating to a comprehensive process to market and sell
the Projects.  Among other things, the Waiver Agreement required
the Debtors to (i) retain an investment banker to assist with the
marketing and sale process and (ii) enter into one or more binding
agreements for the sale of the Projects by Sept. 5, 2017 (which
date was subsequently extended through Nov. 6, 2017).

Around this time, to aid in the potential restructuring process,
the Stalking Horse Bidder, as the sole member of EGTP Holdings,
caused the Independent Director to be appointed to the Board
effective as of April 21, 2017.  To aid in the sale process, and
because the Stalking Horse Bidder was considered to be a potential
bidder for one or more of the Projects, on May 8, 2017, the Board
unanimously resolved to create the Sale Process Committee
consisting of the Independent Director.  The Board delegated to the
Sale Process Committee the full power and authority to, among other
things, (i) engage an investment banking firm on behalf of EGTP,
(ii) review and analyze any bids to acquire the Projects and (iii)
subject to the approval of the necessary Secured Parties, approve
and authorize the Debtors to enter into one or more purchase
agreements with potential acquirers to acquire the Projects.

On May 22, 2017, the Sale Process Committee retained Scotia Capital
(USA) Inc. to serve as the Debtors' investment banker and to
conduct the sale process.  Immediately upon being engaged,
Scotiabank began facilitating a marketing process for the potential
purchase of all, or certain of, the Projects.

During this time, the Stalking Horse Bidder, the sole member of
Debtor ExGen Texas Power Holdings, and a wholly owned subsidiary of
Exelon Corp., expressed an initial indication of interest as a
potential purchaser of certain of the Debtors' assets.  Due to the
role played by the Stalking Horse Bidder in the ownership of the
Debtors and the operation of the Debtors' assets, the Stalking
Horse Bidder and the Debtors prepared and implemented the Sales
Process Protocol, which was intended to help facilitate a sale
process designed to maximize value while, at the same time,
ensuring that the Stalking Horse Bidder did not have an advantage
over other third party bidders during the sale process.  In sum,
the Sales Process Protocol, coupled with the creation of the Sale
Process Committee, allowed the Debtors to run a comprehensive and
fair sales process to maximize the value of the Debtors' assets for
the benefit of their estates.

Ultimately, only three Interested Parties indicated a continued
interest in acquiring some or all of the Projects by the Final Bid
deadline.  Of those three, only one submitted a Final Bid.  The
sole Final Bid was submitted by the Stalking Horse Bidder, which
sought to acquire the Purchased Assets for $60 million in cash,
subject to certain adjustments, and the assumption of certain
liabilities.

On Nov. 7, 2017, after good faith, arms'-length negotiations
between the parties and in consultation with their advisors and key
stakeholders, (i) certain of the Debtors and Stalking Horse Bidder
entered into the Stalking Horse Agreement pursuant to which ExGen
will acquire the Handley Project, subject to higher and better
offers, and (ii) the Debtors approved the Proposed Plan.
Importantly, as part of the Sponsor Compromise among the Secured
Lenders, ExGen and the Debtors, the Proposed Plan and the proposed
sale transaction to ExGen pursuant to the Stalking Horse Agreement
are linked such that ExGen's obligation to close the proposed sale
transaction is conditioned on the Court confirming the Proposed
Plan.

Pursuant to the Sponsor Compromise, ExGen, subject to confirmation
of the Proposed Plan, has agreed to, among other things: (i)
provide substantial cash and non-cash consideration to fund
distributions under the Proposed Plan; (ii) purchase the Handley
Project for $60 million in cash, subject to certain adjustments,
and the assumption of certain liabilities; (iii) enter into key
agreements concerning the contribution, operation and maintenance
of certain shared assets used by both the Debtors and certain
non-Debtor affiliates of ExGen; (iv) maintain certain credit
support relating to the Debtors' fuel transportation agreements;
(v) waive certain of ExGen's secured and unsecured claims under the
Intercompany Agreements with a true-up mechanism; (vi) provide
certain management and related services under the GMSA at no cost
to the Debtors during the Chapter 11 Cases; and (vii) agree to
provide certain  transition services to the reorganized Debtors at
no cost following confirmation of the Proposed Plan.

The Debtors believe that the auction process and time periods set
forth in the Bidding Procedures are reasonable and will provide
parties with sufficient time and information necessary to formulate
a bid to purchase the Purchased Assets.  Further, under the
milestones set forth in detail in the Cash Collateral Motion, the
Debtors must obtain entry of an order of the Court approving the
Sale Transaction by no later than 55 days after the Petition Date
or they risk losing access to all of their cash, which constitutes
the Secured Parties' cash collateral.

The significant terms of the Stalking Horse Agreement are:

     a. Purchase Price: $60,000,000 in cash ("Initial Cash
Consideration"), subject to certain adjustments and the assumption
of the Assumed Liabilities.

     b. Purchased Assets: Substantially all assets of Handley
Power, LLC

     c. Assumed Liabilities: The Stalking Horse Bidder will assume
the following liabilities: (ii) all Liabilities for Taxes imposed
with respect to, or to the extent arising out of or related to, the
Purchased Assets, the Assumed Liabilities or the Business other
than Excluded Taxes; (ii) all Liabilities Primarily Related to
accounts payable incurred on or after the Closing Date in the
Ordinary Course of Business to the extent Primarily Related to the
Business; (iii) all Liabilities (A) pursuant to Environmental Law
to the extent Primarily Related to the Business, the Purchased
Assets, the Real Property, the Improvements or the Handley Plant,
or (B) Primarily Related to Releases of Hazardous Materials from or
in connection with the operation of the Handley Plant or on or
under the
Real Property, irrespective of whether such Liabilities arose on,
before or after the Closing; (iv all Liabilities related to amounts
required to be paid by the Stalking Horse Bidder under the
Transaction Documents; (v) all Liabilities incurred on or after the
Closing Date to the extent Primarily Related to the Business or the
Purchased Assets, other than the Excluded Liabilities; (vi) all of
the Cure Costs and reimbursement obligations under the Stalking
Horse Agreement in respect of the Critical Vendor Payments; and
(vii) those Liabilities listed on Schedule 2.3(g).

     d. Agreements with Management or Key Employees: The Debtors to
do not have management or other key employees as such persons
are employed by ExGen, who provides the services of such persons to
the Debtors pursuant to the Intercompany Agreements.

     e. Private Sale/No Competitive Bidding: The Motion
contemplates an auction, and there is no provision in the Stalking
Horse Agreement pursuant to which the Sellers have agreed not to
solicit Purchased Assets.

     f. Closing: Subject to the terms of the Sale Order and any
other applicable order entered by the Court, the Closing will occur
no later than two Business Days following the satisfaction (or
waiver by the Party entitled to waive that condition) of the
conditions set forth in sections 10.1, 10.2, and 10.3 of the
Stalking Horse Agreement, other than conditions that by their
nature are to be satisfied at the Closing, unless another time or
date, or both, are agreed to in writing by the Parties.

     g. Good Faith Deposit: $5,000,000

     h. Requested Findings as to Successor Liability:  The Sellers
seek to sell the Purchased Assets to the Stalking Horse Bidder free
and clear of all Encumbrances (other than any Permitted
Encumbrances or Assumed Liabilities).

     i. Credit Bid: The Stalking Horse Agreement does not seek to
allow, disallow or affect in any manner credit bidding pursuant to
section 363(k) of the Bankruptcy Code.

     j. Relief from Bankruptcy Rule 6004(h): It is anticipated that
the proposed Sale Order will seek relief from the 14-day stay
imposed by Bankruptcy Rule 6004(h).

     k. Provisions Providing Bid Protections to Stalking Horse or
Initial Bidder: Subject to entry of the Bidding Procedures Order
and those conditions specified in the Stalking Horse Agreement,
including those conditions contained in Section 7.4 thereof, the
Stalking Horse Bidder will be entitled to payment of (i) a break-up
fee in the amount of 1.25% of the Initial Cash Consideration; and
(ii) expense reimbursement of up to $300,000 for reasonable and
documented out-of-pocket fees and expenses incurred in connection
with preparation, negotiation and documentation of the Stalking
Horse Agreement and related agreements.

The key terms of the Bidding Procedures are:

     a. Qualified Bid: Greater than or equal to the sum of the
value offered under the Stalking Horse Agreement, plus
(i) the aggregate amount of the Break-Up Fee and Expense
Reimbursement Amount, plus (ii) $2,000,000;

     b. Overbid Protection: $2,000,000 over and above the aggregate
of the Purchase Price and the Stalking Horse Protections

     c. Good Faith Deposit: $5,000,000

     d. Credit Bidding: The Bidding Procedures Order and the
Bidding Procedures place conditions on when the Secured Agent can
credit bid, to the extent it is entitled to do.

     e. Bid Increment: $250,000

The Debtors ask that the Court authorizes the sale of the Purchased
Assets free and clear of any liens, claims, interests and
encumbrances.

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

     http://bankrupt.com/misc/ExGen_Texas_23_Sales.pdf

The Debtors propose these key dates and deadlines for the sale
process, certain of which dates and deadlines may be subject to
extension in accordance with the Bidding Procedures:

     a. Nov. 28, 2017 - Hearing to consider approval of the Bidding
Procedures and entry of the Bidding Procedures Order

     b. Dec. 13, 2017 at 5:00 p.m. (PET) - Bid Deadline

     c. Dec. 14, 2017 at 5:00 p.m. (PET) - Deadline for the Debtors
to notify Potential Bidders of their status as Qualified Bidders

     d. Dec. 14, 2017 at 4:00 p.m. (PET) - Deadline to object to
the Stalking Horse Bidder and the Sale Transaction to the Stalking
Horse Bidder

     e. Dec. 18, 2017 at 10:00 a.m. (PET) - Auction to be held at
offices of Richards, Layton & Finger, P.A. (if necessary)

     f. Dec. 19, 2017 - Target date for the Debtors to file with
the Court the Notice of Auction Results

     g. Dec. 21, 2017 at 4:00 p.m. (PET) - Deadline to object to
conduct of the Auction and the Sale Transaction to the Successful
Bidder (other than the Stalking Horse Bidder)

     h. Dec. 27, 2017 - Target date to file proposed Sale Order

     i. Dec. 28, 2017 - Proposed date of the Sale Hearing to
consider approval of Sale Transaction and entry of Sale Order

Within two Business Days after entry of the Bidding Procedures
Order, or as soon as reasonably practicable thereafter, the Debtors
will serve the Sale Notice mail upon all Notice Parties.

In connection with the Sale Transaction, the Debtors anticipate
that they will assume and assign to the Successful Bidder (or its
designated assignee(s)) the Executory Contracts and Unexpired
Leases, as they may be modified or supplemented.  Accordingly, they
ask approval of the proposed Assumption and Assignment of the
Assumed Contracts and Leases.  The Assumption and Assignment
Objections deadline is Dec. 14, 2017 at 4:00 p.m. (PET).  The
Supplemental Assumption and Assignment Objection deadline is no
later than seven calendar days from the date of service of such
Supplemental Assumption and Assignment Notice.

The Debtors ask that any Sale Order approving the sale of the
Purchased Assets and the assumption and assignment of the Assumed
Contracts and Assumed Leases be effective immediately upon entry of
such order and that the 14-day stay under Bankruptcy Rules 6004(h)
and 6006(d) be waived.

Scotia can be reached at:

          SCOTIA CAPITAL (USA) INC.
          250 Vesey Street, 23rd Floor
          New York, NY 10281
          Attn: John Burke
          Telephone: (212) 225-6871
          E-mail: john.burke@scotiabank.com

The Purchaser:

          EXELON GENERATION CO., LLC
          c/o Exelon Business Services Co., LLC
          Attn: Nadim Kazi, Associate General Counsel,
          John Paffenbarger, Director, Corporate Development
          10 S. Dearborn St.
          Chicago, IL 60603
          E-mail: nadim.kazi@exeloncorp.com

The Purchaser is represented by:

          Richard Chesley, Esq.
          DLA PIPER LLP (US)
          444 W Lake St #900
          Chicago, IL 60606
          E-mail: richard.chesley@dlapiper.com

Debtor's restructuring advisors:

          FTI CONSULTING, INC.
          1001 Fannin Street, Suite 3950
          Houston, TX 77002
          Attn: David Rush
          E-mail: David.Rush@FTIConsulting.com

                     About ExGen Texas Power

ExGen Texas Power, LLC, et al., operate as subsidiaries of Exelon
Generation Company, LLC, which is a unit of Chicago, Illinois-based
energy giant Exelon Corp. (NYSE:EXC).  EGTP owns 100% of the equity
in five direct subsidiaries, each of which owns a separate
gas-fired generation project:

    Debtor-Subsidiary       Project and Location
    -----------------       --------------------
Wolf Hollow I Power, LLC    639 MW Plant in Granbury, TX
Colorado Bend I Power, LLC  454 MW Plant in Wharton, TX
Handley Power, LLC          1,265 MW Plant in Fort Worth, TX
Mountain Creek Power, LLC   808 MW Plant in Dallas, TX
LaPorte Power, LLC          147 MW Plant in LaPorte, TX

EGTP and its five subsidiaries sought Chapter 11 protection (Bankr.
D. Del. Lead Case No. 17-12377) on Nov. 7, 2017, with a plan that
would turnover ownership of four plants to lenders in exchange for
debt, and a deal to sell the Handley Power plant to parent Exelon
Generation Company, LLC.

Direct parent Exelon Generation Company and ultimate parent Exelon
Corp. are not debtors in the Chapter 11 cases.

EGTP estimated $100 million to $500 million in assets and $500
million to $1 billion in debt.

The Hon. Brendan Linehan Shannon is the case judge.

The Debtors tapped Richards, Layton & Finger, P.A. as counsel;
Scotia Capital (USA) Inc., as investment banker; FTI Consulting,
Inc., as restructuring advisors; and Kurtzman Carson Consultants
LLC as claims agent.  KCC maintains the case web site
http://www.kccllc.net/egtp

Counsel to Exelon Generation Company is DLA Piper LLP (US).
Counsel to the Secured Agent is Norton Rose Fulbright US LLP.
Counsel to the Ad Hoc Committee is Wachtell, Lipton, Rosen & KaTz.


EXGEN TEXAS: Files Debt-To-Equity Chapter 11 Plan
-------------------------------------------------
Failure to secure binding bids for its plants, ExGen Texas Power
LLC, a unit of Exelon Corp. (NYSE:EXC) that operates five gas-fired
power-generating stations in Texas, filed a Chapter 11 plan that
contemplates giving up ownership of four plants in favor of secured
lenders owed $660 million and selling the fifth plant to its parent
Exelon Corp. for $60 million.

The present iteration of the explanatory disclosure statement still
has blanks as to the estimated total amount of general unsecured
claims and the percentage recovery for the class under the Plan.
The Disclosure Statement says that unsecured creditors will split
the up to $150,000 allocated for them.  Copies of the Plan and
Disclosure Statement are available at:

          http://bankrupt.com/misc/ExGen_25_Plan.pdf
          http://bankrupt.com/misc/ExGen_26_DS.pdf

The Debtors' motion to use cash collateral proposes to set (i) 45
days after the Petition Date as the deadline to obtain approval of
the Disclosure Statement (ii) 55 days after the Petition Date, the
deadline to obtain approval of the sale of the assets Handley
Power, LLC, (ii) 90 days after the Petition Date, as the deadline
to win confirmation of the Plan or approval of a sale of the assets
of the non-Handley debtors.

                   Events Leading to Chapter 11

FTI Consulting Inc. senior managing director David Rush, who was
tapped as Chief Restructuring Officer of the Debtors, explains that
the Debtors participate in the highly competitive electricity
market operated by ERCOT.  ERCOT is responsible for the reliability
of the power market by managing the balance between electrical
supply and demand and regulating the power generated by the power
plants.  ERCOT's views on future projections are set forth in its
biannual reports containing short- and long-term forecasts of
electric use and resources within the ERCOT market. As a result of
the downturn in the energy sector over the past few years, market
prices have declined due largely to a confluence of modest demand
growth being outpaced by new supply and declining natural gas
prices.  As a result, since the closing of the Project Financing,
the Debtors have experienced significant negative impacts on their
revenue, cash flow and liquidity.

In addition, public policy initiatives and incentives continue to
promote the development of additional wind capacity, placing
downward pressure on wholesale power prices.  The additional
capacity, coupled with low natural gas prices and mild and windy
weather, have exacerbated the Debtors' financial struggles.

By way of example, the cost per megawatt hour in 2008 was more than
$70; in 2016, it was less than $25, and just prior to the Petition
Date, it was approximately $25.  These factors have persisted, as
additional wind and other capacity is being added to the grid,
which has driven down prices in light of relatively flat demand,
thereby further constricting the Debtors' revenues and cash flow.

These liquidity constraints are further exacerbated by the highly
cyclical nature of the Projects' revenue. In 2016, the Debtors
generated approximately $298.4 million in revenue.  Of that amount,
a significant portion was generated in the summer months. This is
due to the fact that revenues generated by the Projects are almost
entirely driven by ERCOT market prices which, in turn, are derived
based on demand for electricity, which is at its peak in the summer
months (i.e., June, July and August).  Historically, this results
in several profitable months followed by many months where the
Debtors operate at a loss. However, this past summer was less
profitable than prior summers for the Debtors due to decreased
demand resulting from unseasonably mild weather and power outages
caused by Hurricane Harvey.  This confluence of events further
constrained the Debtors' liquidity leading into the shoulder months
where demand for electricity is lower as cooler temperatures
prevail relative to summer months.  In sum, the cyclical nature of
their business has further complicated and constrained the Debtors'
liquidity  and cash flow profile.

Beginning in January 2017, the Debtors and ExGen began discussions
with certain of the Secured Lenders regarding a potential
short-term liquidity solution as well as potential long term
solutions, including a refinancing, sale or other disposition of
the Projects.  Recognizing that the critical summer months were
approaching and the Debtors were running out of available
liquidity, the parties engaged in extensive negotiations regarding
strategic actions to allow the Debtors to continue operating
through the summer.

On May 2, 2017, the Debtors, the Secured Agent, and various Secured
Lenders, entered into a Consent, Waiver and Amendment  Agreement
(as amended, the "Waiver Agreement").  The Waiver Agreement
provided additional liquidity to the Debtors by, among other
things, waiving the solvency representation required under the
Credit Agreement in order to allow EGTP to draw and access the
Revolving Loans, and providing the Secured Lenders' consent to
ExGen's provision of credit to EGTP by continuing month-to-month
deferrals of fuel payments payable by EGTP to ExGen.  These
concessions afforded necessary additional liquidity to the Debtors,
allowing them to operate through the critical summer months.

In addition to providing the Debtors with the available liquidity
necessary to continue operations, the Waiver Agreement also set
forth various milestones relating to a comprehensive process to
market and sell the Projects.  Among other things, the Waiver
Agreement required the Debtors to (i) retain an investment banker
to assist with the marketing and sale process and (ii) enter in to
one or more binding agreements for the sale of the Projects by
Sept. 5, 2017 (which date was subsequently extended through Nov. 6,
2017).

Around this time, to aid in the potential restructuring process,
ExGen, as the sole member of EGTP Holdings, caused Alan Carr to be
appointed as an independent director (the "Independent Director")
to the boards of EGTP and EGTP Holdings (the "Board") effective as
of April 21, 2017.  To aid in the sale process, and because ExGen
was considered to be a potential bidder for one or more of the
Projects, on May 8, 2017, the Board unanimously resolved to create
a sale process committee (the "Sale Process Committee") consisting
of the Independent Director.  The Board delegated to the Sale
Process Committee the full power and authority to, among other
things, (i) engage an investment banking firm on behalf of EGTP,
(ii) review and analyze any bids to acquire the Projects and (iii)
subject to the approval of the necessary Secured Parties, approve
and authorize the Debtors to enter into one or more purchase
agreements with potential acquirers to acquire the Projects.

                   Prepetition Marketing Process

On or around May 22, 2017, EGTP's sale process committee retained
Scotia Capital (USA) Inc. ("Scotiabank") to serve as the Debtors'
investment banker and to conduct the sale process.  Immediately
upon being engaged, Scotiabank began facilitating a marketing
process for the potential purchase of all, or certain of, the
Projects (each, a "Potential Transaction").

Scotiabank identified potential acquirers (collectively, the
"Interested Parties") to garner interest in pursuing a Potential
Transaction. Commencing on May 23, 2017, Scotiabank contacted 145
interested parties to alert them of the Debtors' interest in
pursuing a potential transaction and sent teasers and
non-disclosure agreements to 129 of them.  Twenty-eight interested
parties executed non-disclosure agreements and 29 interested
parties were invited to submit initial, non-binding letters of
intent ("Initial LOIs") by June 28, 2017 (which was extended for
certain interested parties).

The Interested Parties which had executed non-disclosure agreements
were given the opportunity to access certain documents in an
electronic data room. Nine interested parties submitted Initial
LOIs and, of those 9, seven were invited to submit binding, final
offers (each, a "final bid") by Sept. 15, 2017, attend management
presentations, submit lists of questions regarding the Projects and
gain access to a more comprehensive data room (the "Final Bid Data
Room").  Of those seven, four  actively participated in the Final
Bid process.  Of those four, three conducted site visits at the
Projects, accessed the Final Bid Data Room and submitted question
lists and two participated in management presentations.
Ultimately, only three interested parties indicated a continued
interest in acquiring some or all of the Projects by the Final Bid
deadline.  Of those three, only one submitted a final bid.  The
sole final bid was submitted by Exelon Corp. unit Exelon Generation
Company, LLC (Generation), which sought to acquire substantially
all of the assets of Handley Power, LLC (the "Handley Project") for
$60.0 million in cash (subject to certain adjustments) and the
assumption of certain liabilities.

Thereafter, the Debtors, in consultation with their advisors and an
ad hoc committee of certain of the Secured Lenders (the "Ad Hoc
Committee") and its advisors, decided to pursue the ExGen Bid as a
stalking horse bid for the Handley Project, subject to definitive
documentation.  In addition, in light of the fact that no Final
Bids were submitted for the Projects (other than the Handley
Project) by the Final Bid deadline, certain of the Secured Lenders,
including the Ad Hoc Committee, informed the Debtors that they
intended to take ownership of the Projects (other than the Handley
Project) pursuant to a chapter 11 plan of reorganization pursuant
to which the outstanding Loans will be converted into new equity in
the reorganized Debtors (the "Proposed Plan").

To this end, on Nov. 7, 2017, after good-faith, arm's-length
negotiations between the parties and in consultation with their
advisors and key stakeholders, (i) certain of the Debtors and ExGen
entered into a stalking horse purchase agreement (the "Stalking
Horse Agreement") pursuant to which ExGen will acquire the Handley
Project, subject to higher and better offers, and (ii) the Debtors
approved the Proposed Plan. Importantly, as part of a compromise
(the "Sponsor Compromise") among the Secured Lenders, ExGen and the
Debtors, the Proposed Plan and the proposed sale transaction to
ExGen pursuant to the Stalking Horse Agreement are linked such that
ExGen's obligation to close the proposed sale transaction is
conditioned on the Court confirming the Proposed Plan.

Pursuant to the Sponsor Compromise, ExGen, subject to confirmation
of the Proposed Plan, has agreed to, among other things: (i)
provide substantial cash and non-cash consideration to fund
distributions under the Proposed Plan; (ii) purchase the Handley
Project for $60 million in cash (subject to certain adjustments)
and the assumption of certain liabilities; (iii) enter into key
agreements concerning the contribution, operation and maintenance
of certain shared assets used by both the Debtors and certain
non-Debtor affiliates of ExGen; (iv) maintain certain credit
support relating to the Debtors' fuel transportation agreements;
(v) waive certain of ExGen's secured and unsecured claims under the
Intercompany Agreements with a true-up mechanism; (vi) provide
certain management and related services under the GMSA at no cost
to the Debtors during the Chapter 11 Cases; and (vii) agree to
provide certain transition services to the reorganized Debtors at
no cost following confirmation of the Proposed Plan.

The Debtors believe that effectuating the sale of the Handley
Project to ExGen pursuant to the Stalking Horse Agreement, coupled
with the implementation of the Proposed Plan, including the Sponsor
Compromise, allows the Debtors to avoid a drawn-out and potentially
expensive bankruptcy which would detract from other
value-maximizing initiatives, and overall represents the best
option for the Debtors to maximize the value of the enterprise.

                         First Day Motions

The Debtors have filed several first day motions in the Chapter 11
Cases seeking orders granting various forms of relief intended to
stabilize the Debtors' business operations, facilitate the
efficient administration of these Chapter 11 cases, and expedite a
swift and smooth reorganization and sale process.  Following a
hearing on Nov. 8, 2017, the Debtors EGTP received interim approval
for access to the cash collateral of its secured lenders to fund
its operations.

                     About ExGen Texas Power

ExGen Texas Power, LLC, et al., operate as subsidiaries of Exelon
Generation Company, LLC, which is a unit of Chicago, Illinois-based
energy giant Exelon Corp. (NYSE:EXC).  EGTP owns 100% of the equity
in five direct subsidiaries, each of which owns a separate
gas-fired generation project:

    Debtor-Subsidiary       Project and Location
    -----------------       --------------------
Wolf Hollow I Power, LLC    639 MW Plant in Granbury, TX
Colorado Bend I Power, LLC  454 MW Plant in Wharton, TX
Handley Power, LLC          1,265 MW Plant in Fort Worth, TX
Mountain Creek Power, LLC   808 MW Plant in Dallas, TX
LaPorte Power, LLC          147 MW Plant in LaPorte, TX

EGTP and its five subsidiaries sought Chapter 11 protection (Bankr.
D. Del. Lead Case No. 17-12377) on Nov. 7, 2017, with a plan that
would turnover ownership of four plants to lenders in exchange for
debt, and a deal to sell the Handley Power plant to parent Exelon
Generation Company, LLC.

Direct parent Exelon Generation Company and ultimate parent Exelon
Corp. are not debtors in the Chapter 11 cases.

EGTP estimated $100 million to $500 million in assets and $500
million to $1 billion in debt.

The Hon. Brendan Linehan Shannon is the case judge.

The Debtors tapped Richards, Layton & Finger, P.A. as counsel;
Scotia Capital (USA) Inc., as investment banker; FTI Consulting,
Inc., as restructuring advisors; and Kurtzman Carson Consultants
LLC as claims agent.  KCC maintains the case web site
http://www.kccllc.net/egtp

Counsel to Exelon Generation Company is DLA Piper LLP (US).
Counsel to the Secured Agent is Norton Rose Fulbright US LLP.
Counsel to the Ad Hoc Committee is Wachtell, Lipton, Rosen & KaTz.


FIDALGO 2010: May Use Cash Collateral Through Dec. 31
-----------------------------------------------------
The Hon. Timothy W. Dore of the U.S. Bankruptcy Court for the
Western District of Washington has authorized Fidalgo 2010 LLC to
use cash collateral through Dec. 31, 2017.

The Debtor is authorized to incur and timely pay the operating and
administrative expenses identified in the budget, provided that (a)
the Debtor will not use cash collateral to pay any prepetition
expense or obligation that became due prior to the filing of this
case except as expressly permitted by this order or further order
of the Court, and (b) the Debtor will otherwise only use cash
collateral to pay post-petition taxes, expenses and obligations
directly relating to the preservation and protection of the
Collateral and operation of the Debtor's business.  Nothing will
constitute a waiver of the Debtor's right to seek assessment of the
reasonable, necessary costs and expenses of preserving, or
disposing of, cash collateral or any other collateral of secured
creditors under 11 U.S.C. Section 506(c), which right is expressly
reserved.

Secured creditors will retain all of their prepetition security
interests in all prepetition collateral, including, without
limitation, the cash collateral.

A copy of the Order is available at:

           http://bankrupt.com/misc/wawb17-14004-27.pdf

As reported by the Troubled Company Reporter on Oct. 20, 2017, the
Debtor requested for authorization to use cash collateral for the
purposes of paying ongoing basic operating expenses of the Debtor.
The Debtor has two secured creditors, Mr. Cooper (first lien deed
of trust) and Old Republic National Title Insurance Co. (the
insurer that paid off a second deed of trust and holds a 2nd lien
via its subrogation rights).  There are no unsecured creditors.

                     About Fidalgo 2010 LLC

Based in Leavenworth, Washington, Fidalgo 2010, LLC, filed a
Chapter 11 petition (Bankr. W.D. Wash. Case No. 17-14004) on Sept.
12, 2017.  Larry B. Feinstein, Esq., at Vortman & Feinstein, P.S.,
is the Debtor's counsel.  The Debtor estimated less than $1 million
in both assets and liabilities.


FINANCIAL RESOURCES: Wants to Use Cash for Additional 90 Days
-------------------------------------------------------------
Financial Resources of America, Inc., seeks permission from the
U.S. Bankruptcy Court for the Southern District of Florida to use
cash collateral for an additional 90 days d to pay the Debtor's
expenses of administration like U.S. Trustee fees, intellectual
property payments and operating expenses in order to maintain its
business.

As reported by the Troubled Company Reporter on Aug. 24, 2016, the
Court authorized the Debtor to use cash collateral on an interim
basis, until Oct. 17, 2016.  The Debtor was authorized to continue
using T.D. Bank N.A.'s cash collateral to pay the ordinary and
necessary expenses of the Debtor's property at 1601 AC Evans Street
1, Riviera Beach, Florida, in the ordinary course of its business.

The Debtor requires the use of cash collateral to, among other
things, fund all necessary operating expenses of the Debtor's
business as well as pay for regular and ordinary expenses of the
Debtor.

The Debtor will suffer immediate and irreparable harm if it is not
authorized to use the cash collateral to fund the items set forth
in the budget.  Absent authorization, the Debtor will not be able
to maintain and protect its business and property and continue
operations.  Furthermore, the use of cash collateral is also
required in order to make adequate protection payments to the
secured creditor.

Adequate protection that is proposed to be provided to the secured
creditor includes regular payments based upon the Plan as proposed
by the Debtor.

The Debtor's requested use of cash collateral and the protections
afforded to the secured creditor are reasonable, appropriate and
sufficient to satisfy the legal standard of "adequate protection"
and will serve to maintain the value of the secured creditor's
alleged collateral.

The Debtor assures the Court that the continued operation of the
Debtor's business will preserve the going concern value of its
property, enable the Debtor to capitalize on that value through a
reorganization strategy and ultimately facilitate the Debtor's
ability to confirm a Chapter 11 plan.  However, if the Debtor is
not allowed to use cash collateral, not only will it not be able to
operate its business, but it will be a harbinger to losing its
property, which is a critical component of the Debtor's
reorganization.

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

           http://bankrupt.com/misc/flsb16-17275-68.pdf

              About Financial Resources of America

Financial Resources of America, Inc., filed a Chapter 11 bankruptcy
petition (Bankr. S.D. Fla. Case No. 16-17275) on May 20, 2016.  The
petition was signed by Bart Caso, president.  David L. Merrill,
Esq., at Merrill PA, serves as bankruptcy counsel to the Debtor.
The Debtor estimated assets and liabilities at $100,001 to $500,000
at the time of the filing.


FLORIDA COSMETOGYNECOLOGY: Taps Van Horn as Legal Counsel
---------------------------------------------------------
Florida Cosmetogynecology, PLLC seeks approval from the U.S.
Bankruptcy Court for the Southern District of Florida to hire Van
Horn Law Group, Inc. as its legal counsel.

The firm will advise the Debtor regarding its duties under the
Bankruptcy Code; negotiate with creditors in the preparation of a
bankruptcy plan; and provide other legal services related to its
Chapter 11 case.

Chad Van Horn, Esq., the attorney who will be handling the case,
will charge an hourly fee of $400.  The firm's associates charge
$350 per hour while law clerks and paralegals charge $175 per
hour.

The firm has required an initial retainer in the sum of $4,283,
plus $1,717 for the filing fee.

Mr. Van Horn disclosed in a court filing that he and his firm do
not represent any interest adverse to the Debtor or its estate.

The firm can be reached through:

     Chad T. Van Horn, Esq.
     Van Horn Law Group, Inc.
     330 N. Andrews Avenue, Suite 450
     Fort Lauderdale, FL 33301
     Phone: (954) 765-3166
     Email: Chad@cvhlawgroup.com

              About Florida Cosmetogynecology PLLC

Florida Cosmetogynecology, PLLC sought protection under Chapter 11
of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 17-23003) on
October 27, 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
$500,000.

Judge Paul G. Hyman, Jr. presides over the case.


GEO V. HAMILTON: Has Final OK to Enter Into Insurance Premium Pact
------------------------------------------------------------------
Hon. Gregory L. Taddonio of the U.S. Bankruptcy Court for the
Western District of Pennsylvania has entered a final order
authorizing Geo. V. Hamilton, Inc., to enter into an insurance
premium finance agreement.

The Debtor is authorized to enter into the Agreement on a final
basis nunc pro tunc as of Sept. 1, 2017, with the PFA Lender and to
make requisite payments under the Agreement as the same will become
due and payable in the ordinary course of business.

The PFA Lender or its successors and assigns will be granted a
first priority lien on and security interest in any and all
unearned premiums or other sums which may become payable under the
policies.

Without limitation, the liens, security interests, and rights in
unearned premiums granted under the Agreement are senior to any
claims under 11 U.S.C. Sections 503, 506(b) or 507(b).

If additional premiums become due to insurance companies under the
Policies, the Debtor and the PFA Lender or its successor or assigns
are authorized, but subject to prior written notice to the
Committee of Asbestos Personal Injury Claimants, the Future
Claimants' Representative, the DIP Lender, and the U.S. Trustee of
the additional premiums and opportunity to object to payment of the
additional premiums within seven calendar days of notice, to modify
the Agreement as necessary to pay the additional premiums without
the necessity of further hearing or order of the Court.

In the event the PFA Lender or its assigns fail to receive any
payment when due under the Agreement, but subject to 15 days' prior
written notice to the Debtor and an opportunity to cure, the
automatic stay provided by 11 U.S.C. Section 362 will be terminated
without the necessity of a motion, further hearing or order of the
Court to permit the PFA Lender or its successor or assigns to
exercise its rights and remedies under the Agreement, including
without limitation the rights to: (a) cancel the Policies, and (b)
collect and apply unearned premiums payable under the Policies to
the balance owed under the Agreement.

If the collection and application of unearned premiums is
insufficient to pay the balance owed under the Agreement, the PFA
Lender or its successor or assigns may within 21 days after the
collection and application of unearned premiums file a proof of
claim for the unsatisfied amount of any indebtedness under the
Agreement notwithstanding the passage of any bar date for the
filing of proofs of claim.

The rights of the PFA Lender or its successor or assigns under the
Agreement are fully preserved and protected and will remain
unimpaired by the Chapter 11 case, and will remain in full force
and effect, notwithstanding the subsequent conversion of this
proceeding to one under Chapter 7 or any other provision of the
Bankruptcy Code.

To the extent of any discrepancies between the Agreement and the
court order, the order controls.

A copy of the final court order is available at:

         http://bankrupt.com/misc/pawb15-23704-1476.pdf

                  About Geo V. Hamilton, Inc.

Formed in 1947, Geo. V. Hamilton, Inc. is based in McKees Rocks,
Pennsylvania, its home of nearly seventy years.  Hamilton is a
distributor of insulation products and an insulation contractor
serving a wide variety of industrial, energy and commercial
facilities in the Pittsburgh area and elsewhere.

Hamilton filed a Chapter 11 bankruptcy petition (Bankr. W.D. Pa.
Case No. 15-23704) on Oct. 8, 2015, for the purpose of resolving
all existing and future personal injury and wrongful death claims
arising from alleged exposure to asbestos-containing product
distributed or installed by Hamilton more than 40 years ago.

Judge Gregory L. Taddonio is assigned to the case.

The petition was signed by Joseph Linehan, the Company's general
counsel.

The Debtor has engaged Reed Smith LLP as counsel and Logan &
Company, Inc., as claims and noticing agent.  Schneider Downs &
Co., Inc., as accounting consultant.

On Oct. 23, 2015, the U.S. Trustee appointed the Official Committee
of Asbestos Personal Injury Claimants to represent the shared
interests of holders of current asbestos-related claims for
personal injury or wrongful death against the Debtor.  The
Committee is represented by Douglas A. Campbell, Esq., at Campbell
& Levine, LLC, and Ann C. McMillan, Esq., Jeffrey A. Liesemer,
Esq., and Kevin M. Davis, Esq., at Caplin & Drysdale, Chartered.

On Dec. 8, 2015, the U.S. Trustee filed its statement that an
unsecured creditors committee has not been appointed to represent
the interests of unsecured creditors of the Debtor.

On Dec. 23, 2015, the Court entered its order appointing Gary
Philip Nelson as the Legal Representative of Holders of Future
Asbestos Demands.  The FCR is represented by Beverly A. Block,
Esq., at Sherrard German & Kelly, PC.


GETTY IMAGES: Moody's Rates New $54.56MM Revolver Loans 'B3'
------------------------------------------------------------
Moody's Investors Service assigned a B3 rating to Getty Images,
Inc.'s new $54.56 million revolving credit facility (RCF) and has
withdrawn the B3 rating on the old $150 million RCF. The company's
Caa1 Corporate Family Rating (CFR) and stable outlook remain
unchanged.

Issuer: Getty Images, Inc.

Rating Assigned:

$54.56 Million Senior Secured Revolving Credit Facility due July
2019 -- B3 (LGD-3)

The assigned rating is subject to review of final documentation and
no material change to the size, terms and conditions of the
transaction as advised to Moody's.

RATINGS RATIONALE

Getty amended its existing credit agreement to reduce the size of
the RCF and extend its maturity to July 2019 from October 2017. The
company's availability under the old RCF was restricted to $30
million (i.e., 20% of the facility's commitment) given that the
company's first-lien leverage generally exceeded the applicable
springing leverage covenant embedded in the credit agreement. The
terms of the amended credit agreement removed the springing
covenant and replaced it with a new quarterly leverage maintenance
covenant that provides unfettered access to $54.56 million of
availability as long as Getty's total first-lien debt to EBITDA (as
defined in the bank credit agreement) does not exceed 8.5x
beginning September 30, 2017. The covenant steps down to: 8.25x on
September 30, 2018, 8.0x on December 31, 2018, 7.75x on 31 March
2019 and 7.5x on June 30, 2019. As of September 30, 2017, the
company's bank-defined first-lien leverage was 7.5x.

Getty's Caa1 CFR reflects Moody's view that the company will
continue to operate with excessive leverage exceeding 10.0x total
debt to EBITDA (includes Moody's standard adjustments) and generate
neutral to modestly positive free cash flow over the rating horizon
due to investments in growth and strategic initiatives, a mix shift
to Royalty-Free products (from Rights-Managed products) at higher
gross margins (or lower royalty rates) and increasing exposure to
content with modestly higher royalty rates associated with certain
third-party licensing agreements. Moody's believe Getty will need
additional time to improve the operating performance of its
Creative Stills segment to restore credit metrics to be consistent
with a higher debt rating.

Though cash balances increased following the 2015 distressed
exchange transaction, pricing pressures within certain business
segments and funding for growth investments have led to stagnant
EBITDA and high debt service resulting in adequate liquidity and
limited ability to reduce debt balances. Interest expense currently
accounts for almost 65% of EBITDA. While Getty expects targeted
growth investments to enhance revenue and EBITDA, Moody's believes
the timing and extent to which these benefits will be realized is
unclear. Moody's also views the company as having greater risk
related to its financial policies as Moody's believe growth
investments should be funded with equity capital given the high
financial leverage.

Moody's expects revenue to increase in the low-single digit
percentage range over the next 12-18 months, however, Moody's do
not anticipate EBITDA to grow materially until after 2018 due to
ongoing investments. As of October 30th, the company's debt capital
structure comprised a newly amended $54.56 million revolver
(undrawn) and $1.8 billion covenant-lite term loan, both maturing
in 2019, followed by a first-lien note ($252.5 million outstanding)
and an unsecured note ($315.6 million outstanding), both maturing
in 2020. Unrestricted cash balances totaled approximately $95
million at September 30, 2017. Moody's believes an orderly
refinancing of the debt facilities will require total debt to
EBITDA closer to the 6.5x-7.0x range (Moody's adjusted), similar to
the company's leverage at the time of the October 2012 Carlyle LBO.
In Moody's opinion, risk of another distressed exchange remains
high to the extent Getty is unable to realize its operating plan.

Rating Outlook

The stable rating outlook reflects Moody's expectations that
revenue will grow in the low single-digit percentage range over the
next 12-18 months and that total debt to EBITDA (Moody's adjusted)
will remain elevated over this period due to the continued revenue
mix shift and slightly higher SG&A from growth investments. The
outlook incorporates neutral to modestly positive free cash flow
generation over the next 12 months reflecting declining capital
spending related to targeted investments.

What Could Change the Rating -- Up

While unlikely over the next 18 months, ratings could be upgraded
if the company demonstrates stability in Creative Stills revenue,
free cash flow-to-debt (Moody's adjusted) improves to the
mid-single-digit percentage range, and total debt to EBITDA is
sustained comfortably below 6.0x (Moody's adjusted). Moody's would
also need assurances that Getty will be able to refinance near-term
debt maturities in an orderly fashion.

What Could Change the Rating -- Down

Ratings could experience downward pressure if operating performance
tracks below Moody's expectations or if there is an inability to
reduce leverage sufficiently to refinance the term loan in advance
of its 2019 maturity in an orderly fashion. Ratings could also be
downgraded if liquidity deteriorates or the company issues
additional debt in excess of nominal levels.

The principal methodology used in this rating was Media Industry
published in June 2017.

Headquartered in Seattle, WA, Getty Images, Inc. is a leading
creator and distributor of still imagery, video and multimedia
products, as well as a recognized provider of other forms of
premium digital content, including music. Revenue totaled
approximately $836.8 million for the twelve months ended September
30, 2017.


GLOBAL SOLUTIONS: Has Until Jan. 31 to Exclusively File Plan
------------------------------------------------------------
The Hon. Dwight H. Williams, Jr., of the U.S. Bankruptcy Court for
the Middle District of Alabama has extended, at the behest of
Global Solutions & Logistics, LLC, the period within which it has
the exclusive right to file a Chapter 11 plan through Jan. 31,
2018.

As reported by the Troubled Company Reporter on Oct. 12, 2017, the
Debtor sought the extension, saying that given the claim issues
that have yet to be resolved, especially Summit Company, L.P.'s
third-party recourse and the Lowndes County Case, it would be
currently premature for the Debtor to meaningfully prepare and
propose a Chapter 11 plan accompanied by a disclosure statement
that provides adequate information to creditors.

The Debtor is a party to pending litigation in the Circuit Court of
Lowndes County, Alabama, entitled Vallen Distribution, Inc. v. Koch
Arms of Ala., LLC, Case No. CV-2017-900009.  In this litigation,
the Debtor faces claims from Vallen Distribution, Inc., and
Younglove Construction, LLC, and may hold claims against Younglove,
J&L Insulation, Inc., and others.  Mediation of the Parties'
competing claims in the Lowndes County Case is currently scheduled
for Nov. 14, 2017.

                     About Global Solutions

Alexanders Industrial Services in Phenix City, Alabama --
http://www.alexandersservices.com/-- is a veteran owned business
that provides a full line of industrial services and cleaning,
environmental services, and mechanical contracting to commercial
clients, industrial facilities, and municipalities throughout the
Southeast.

Global Solutions & Logistics, LLC, dba Alexanders Industrial
Services, dba A.I.S. filed a Chapter 11 petition (Bankr. M.D. Ala.
Case No. 17-80775) on June 10, 2017.  The petition was signed by
Keith Williams, chief financial officer.  The case is assigned to
Judge Dwight H. Williams Jr.  The Debtor is represented by William
Wesley Causby, Esq., at Memory & Day.  At the time of filing, the
Debtor estimated less than $50,000 in assets and $1 million to $10
million in liabilities.

No trustee or examiner has been appointed to date in the case.


GRAND HEALTH REALTY: Diamond Royal Condo Unit Up for Sale Dec. 8
----------------------------------------------------------------
Pursuant to a Judgment of Foreclosure and Sale dated October 12,
2017 and entered on October 19, 2017, Lamont Bailey, Esq., as
Referee, will sell at public auction at the Queens County Supreme
Courthouse, 88-11 Sutphin Blvd., in Courtroom # 25, Jamaica, NY on
December 8, 2017 at 10:00 a.m., the premises situated in the
Borough of Queens, City and State of New York in The Condominium
Unit known as Unit No. CO-1A in the Building known as "Diamond
Royal Plaza Condominium".

The sale includes an undivided 7.0294% interest in the common
elements.

The premises known as 93-05 37th Avenue, Unit Co-1A, Queens, NY.

The approximate amount of lien is $7,975.91 plus interest and
costs.

The Premises will be sold subject to provisions of filed Judgment
and Terms of Sale in the case, NYCTL 2015-A TRUST, and THE BANK OF
NEW YORK MELLON, as Collateral Agent and Custodian for the NYCTL
2015-A TRUST, Plaintiffs -against- GRAND HEALTH REALTY LLC, et al.
Defendant(s), pending before the Supreme Court, County of Queens.

Attorney(s) for the Plaintiffs:

     Seyfarth Shaw LLP
     620 Eighth Avenue
     New York, NY 10018


GST AUTOLEATHER: Committee Opposes DIP Loan, Quick Sale
-------------------------------------------------------
Vince Sullivan, writing for Law360, reports that the proposed
post-petition financing package of GST AutoLeather Inc. is facing
an objection from the committee of unsecured creditor.

According to the report, the Creditors Committee said the terms of
the $40 million debtor-in-possession loan being offered by
prepetition lender Royal Bank of Canada only serve to put the
lenders in a better position to acquire the company's assets.
Among other things, the Committee is opposing the proposed roll-up
of prepetition indebtedness, which it says is not called for in the
case.  The Committee also takes issue with the lenders' proposal to
place liens on previously unencumbered assets of the Debtor.

Law360 recounts that during a first-day hearing in October, U.S.
Bankruptcy Judge Laurie Selber Silverstein expressed her
reservations about approving the proposed DIP package on an interim
basis with the lenders adamantly requesting a first-day roll-up of
prepetition debt.

The Debtor's proposed sale and bid procedures also drew fire from
the Committee.  The eight-week sale schedule proposed is simply too
short to conduct a proper marketing campaign, the objection said,
according to the report.

As reported in the Oct. 9, 2017 edition of the TCR, the Debtors
sought approval of a senior secured superpriority priming debtor in
possession credit facility in the amount of $25 million on an
interim basis and $40 million in the aggregate on a final basis
provided by Royal Bank of Canada, as administrative agent and
collateral agent, and the lenders thereunder.  The maturity date of
the loan is six months after the Closing Date.  A copy of the
Debtors' Motion is available at:

            http://bankrupt.com/misc/deb17-12100-6.pdf

                      About GST AutoLeather

Headquartered in Southfield, Michigan, GST AutoLeather, Inc., was
founded in 1933, then known as Garden State Tanning, initially
operated as a tanning company that processed leather for the
upholstery and garment industries.  The Company entered the
automotive industry in 1946.

As of Oct. 3, 2017, the Company employs approximately 5,600 people
worldwide, including the United States, Mexico, Japan, China,
Korea, Germany, Hungary, South Africa, and Argentina.  The Company
supplies leather to virtually every major OEM in the automotive
industry, including Audi, BMW/Mini, Daimler, Fiat Chrysler, Ford,
General Motors, Hyundai, Honda, Porsche, PSA, Nissan, Kia, Toyota
and Volkswagen.

GST AutoLeather, Inc., and five of its affiliates filed voluntary
petitions for relief under chapter 11 of the United States
Bankruptcy Code (Bankr. D. Del. Lead Case No. 17-12100) on Oct. 3,
2017.  The Hon. Laurie Selber Silverstein is the case judge.

The Debtors tapped Kirkland & Ellis LLP as general bankruptcy
counsel; Pachulski Stang Ziehl & Jones LLP as local bankruptcy
counsel; Lazard Middle Market, LLC as financial advisor; Alvarez &
Marsal North America, LLC as restructuring advisor; and Epiq
Bankruptcy Solutions, LLC as claims and noticing agent.

On Oct. 13, 2017, the Office of the U.S. Trustee appointed an
official committee of unsecured creditors.  The Committee is
represented by Christopher M. Samis, L. Katherine Good, Aaron H.
Stulman, Christopher A. Jones and David W. Gaffey of Whiteford
Taylor & Preston LLP and Erika L. Morabito, Brittany J. Nelson,
John A. Simon, Richard J. Bernard and Leah Eisenberg of Foley &
Lardner LLP.

Royal Bank of Canada is represented by Andrew V. Tenzer of Paul
Hastings LLP.


HAHN HOTELS: Wants to Enter Into Agreements With Marcus & Millichap
-------------------------------------------------------------------
Hahn Hotels of Sulphur Springs, LLC, and affiliates ask the U.S.
Bankruptcy Court for the Eastern District of Texas to authorize
them to enter into five listing agreements with Marcus & Millichap
Real Estate Investment Services ("MMREIS") for the listing and
marketing of their real properties for sale, and into Capital
Services Engagement Agreement with Marcus & Millichap Capital Corp.
("MMCC") for seeking and negotiating the term of financing with
prospective lenders.

A hearing on the Motion is set for Nov. 14, 2017 at 2:45 p.m.

The Debtors have made substantial progress in their chapter 11
cases, and filed their Joint Chapter 11 Plan of Reorganization on
Nov. 1, 2017.  They plan to exit chapter 11 either at the end of
2017 or the beginning of 2018.  In order to raise capital to fund
their Plan, they've determined that it is in the best interests of
their creditors and their respective estates that certain
Properties belonging to the Debtors be listed for sale or
refinanced.

Expedited consideration of the Motion is requested on account of
the need to list the Properties for sale or seek refinancing
opportunities as soon as possible, so as to facilitate their prompt
sale or refinancing for the benefit of their estates.

The Properties to be listed for sale are:

     a. Hahn Hotels of Sulphur Springs, LLC's La Quinta Inn and
Suites located at 200 Eaton Drive., Sulphur Springs, TX 75482 for
$4,240,000;

     b. Sleep Inn Property, LLC's Sleep Inn Suites located at 615
City Center Way, Longview, TX 75605 for $4,240,000;

     c. Hahn Hotels, LLC's Hawthorne Suites located at 3211 Hotel
Way, Longview, TX 75605 for $5,230,000;

     d. Hahn Investments, LLC's City Center MUD located at 616 City
Center Way, Longview, TX 75606 for (TBD); and

     e. Hahn Investments, LLC's Downtown Mixed‐Use Lofts and
Commercial located at 108/110 E. Tyler Street, Longview, TX 75601
for (TBD).

The Properties proposed to be refinanced are:

     a. Hahn Investments, LLC's Tall Pines Retail Center located at
100 Tall Pines Ave., Longview, TX 75605;

     b. Hahn Investments, LLC's Oakview Villas Townhomes located at
165, 167, 175, 177, 185, and 187 Oakview Court, Longview, TX 75605;
and

     c. Hahn Investments, LLC's Downtown Mixed‐Use Lofts and
Restaurants located at 115 E. Tyler Street, Longview, TX 75601.

The Debtors ask authorization to enter into agreements with MMREIS
to list and market certain of the Properties for sale.  They
further ask authorization to enter into an agreement with Marcus &
Millichap Capital Corp. ("MMCC") to seek financing with prospective
lenders and negotiate the terms of financing with prospective
lenders for refinancing opportunities with respect to other
Properties.

In accordance therewith, the Debtors ask to enter into five Listing
Agreements with MMREIS for the listing for sale and marketing of
certain Properties, as well as the Limited Capital Services
Engagement Agreement with MMCC for seeking and negotiating term of
financing with prospective lenders.

Engaging Marcus & Millichap to represent the Debtors in marketing
the Properties for sale and seeking out financing opportunities is
necessary in these bankruptcy cases to efficiently and effectively
bring funds into the estates that will support the repayment of
creditors under a chapter 11 plan of reorganization.  All creditors
and parties in interest stand to benefit from the efficient sale or
refinancing of the Properties.  Marcus & Millichap bring needed
expertise and skills to assist the Debtors in accomplishing these
tasks in a cost-effective manner.

Marcus & Millichap is a well-known real estate services company and
is eminently qualified and capable of carrying out the work for
which the Debtors seek to contract.  It was founded in 1971, and
today is the industry's largest firm specializing in real estate
investment sales and financing, as well as a leading source of
research and advisory services.  One of Marcus & Millichap's
professionals is Roger Burke, the contact person at Marcus &
Millichap with whom the Debtors' financial professionals negotiated
the terms and conditions of the proposed Agreements.

The total cost for the services provided under the Listing
Agreements is in the form of commissions from the sales prices of
the Properties: 4% for the hotel properties and 5% for the
mixed-use City Center and Tyler Properties.  Such commission will
be paid only in the event of a successful closing of the sale of
the Properties.  

The total cost for the services provided under the Limited Capital
Services Engagement Agreement is in the form of an origination fee
equal to 2% of the final loan amount in the event that a commitment
or proposed note or mortgage is issued.  Such costs will be
directly attributed to the estate(s) of the specific Debtor that
owns the specific Property that is being sold or refinanced.  The
Fee includes all anticipated expenses.

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

     http://bankrupt.com/misc/Hahn_Hotels_236_Sales.pdf

Marcus & Millichap can be reached at:

          Tim A. Speck
          MARCUS & MILLICHAP REAL ESTATE
          INVESTMENT SERVICES
          Telephone: (972) 755-5200
          E-mail: tim.speck@marcusmillichap.com


          Kyle Palmer
          MARCUS & MILLICHAP CAPITAL CORP.
          300 Throckmorton Street, Suite 1500
          Fort Worth, TX 76102
          Telephone: (817) 932-6100
          E-mai: Kyle.palmer@marcusmillichap.com

                        About Hahn Hotels

Headquartered in Sulphur Springs, Texas, Hahn Hotels of Sulphur
Springs, LLC, owns the La Quinta Inns and Suites, which provides
hotel accommodations for business and leisure travelers across the
United States, Canada, and Mexico.

Hahn Hotels of Sulphur Springs, LLC, along with its affiliates,
including Hahn Investments, LLC, sought Chapter 11 protection
(Bankr. E.D. Tex. Lead Case No. 17-40947) on May 1, 2017.  The
petitions were signed by Dante Hahn, president.

Hahn Hotels of Sulphur estimated its assets and liabilities of
between $1 million and $10 million.  Hahn Investments estimated its
assets and liabilities of between $10 million and $50 million.

Judge Brenda T. Rhoades presides over the cases.

Jessica Leigh Voyce Lewis, Esq., and Judith W. Ross, Esq., at The
Law Offices of Judith W. Ross and Eric Soderlund, Esq., who has an
office in Dallas, Texas, serve as the Debtors' bankruptcy counsel.


HAHN HOTELS: Wants to Enter Into Listing Agreement with Lifestyles
------------------------------------------------------------------
Hahn Hotels of Sulphur Springs, LLC, and affiliates ask the U.S.
Bankruptcy Court for the Eastern District of Texas to authorize
them to enter into a listing agreement with Lifestyles Realty
Dallas, Inc., for the listing and marketing of the residential
properties owned by Hahn Investments, LLC, for sale.

A hearing on the Motion is set for Nov. 14, 2017 at 2:45 p.m.

The Debtors have made substantial progress in their chapter 11
cases, and filed their Joint Chapter 11 Plan of Reorganization on
Nov. 1, 2017.  They plan to exit chapter 11 either at the end of
2017 or the beginning of 2018.  To raise capital to fund their
Plan, they've determined that it is in the best interests of their
creditors and their respective estates that certain Properties
belonging to the Debtors be listed for sale.  Expedited
consideration of the Motion is requested on account of the need to
list the Properties for sale as soon as possible, so as to
facilitate their prompt sale for the benefit of their estates.

Hahn Investments' Properties to be listed for sale are:

     a. Single Family 3-BR located at 1316 N. 8th Street, Longview,
TX 75601;

     b. Residential Duplex located at 601 Waggoner St., Longview,
TX 75604 for 90,0000;

     c. Single Family 3-BR located at 1403 Parkview Street,
Longview, TX 75601 for $80,000;

     d. Single Family 3-BR located at 1405 Parkview Street,
Longview, TX 75601 for $83,400;

     e. Single Family 3-BR located at 303 Drake Blvd., Longview, TX
75605 for $99,000; and

     f. Loft Unit located at 302 25th Street, Apt. B, Galveston, TX
77550 for $210,000.

Engaging Lifestyles Realty to represent the Debtors in marketing
the Properties for sale is necessary in these bankruptcy cases to
efficiently and effectively bring funds into the estates that will
support the repayment of creditors under a chapter 11 plan of
reorganization.  All creditors and parties in interest stand to
benefit from the efficient sale of the Properties.  Lifestyles
Realty brings needed expertise and skills to assist the Debtors in
accomplishing these tasks in a cost-effective manner.

Lifestyles Realty is a Texas real estate firm.  It provides a
wide-range of real estate services serving buyers and sellers of
residential properties.  Lee Cathy Bell is a sales manager with
Lifestyles Realty, where she is responsible for managing real
estate agents, tracking sales numbers and analyzing properties.
Ms. Bell has more than 19 years of experience representing buyers
and sellers of residential real estate, and is fully qualified to
assist the Debtors with the marketing and sale of their residential
Properties.

The total cost for the services provided under the Agreement is in
the form of a 6% commission from the sales prices of the
Properties.  Such commission will be paid only in the event of a
successful closing of the sale of the Properties.  Such costs will
be directly attributed to the estate of Hahn Investments, LLC.

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

     http://bankrupt.com/misc/Hahn_Hotels_237_Sales.pdf

Lifestyles Realty can be reached at:

          LIFESTYLE REALTY DALLAS, INC.
          106 Decker Court, Suite 300
          Irving, TX 75062
          Telephone: (214) 452-4831
          E-mail: lee@luinc.com

                        About Hahn Hotels

Headquartered in Sulphur Springs, Texas, Hahn Hotels of Sulphur
Springs, LLC, owns the La Quinta Inns and Suites, which provides
hotel accommodations for business and leisure travelers across the
United States, Canada, and Mexico.

Hahn Hotels of Sulphur Springs, LLC, along with its affiliates,
including Hahn Investments, LLC, sought Chapter 11 protection
(Bankr. E.D. Tex. Lead Case No. 17-40947) on May 1, 2017.  The
petitions were signed by Dante Hahn, president.

Hahn Hotels of Sulphur estimated its assets and liabilities between
$1 million and $10 million.  Hahn Investments estimated its assets
and liabilities between $10 million and $50 million.

Judge Brenda T. Rhoades presides over the cases.

Jessica Leigh Voyce Lewis, Esq., and Judith W. Ross, Esq., at The
Law Offices of Judith W. Ross and Eric Soderlund, Esq., who has an
office in Dallas, Texas, serve as the Debtors' bankruptcy counsel.


INCA REFINING: Court Okays DIP Financing
----------------------------------------
The Hon. Jerry A. Brown of the U.S. Bankruptcy Court for the
Eastern District of Louisiana has granted INCA Refining, LLC, and
its debtor-affiliates permission to obtain DIP postpetition
financing from White Oak Strategic Master Fund, L.P., White Oak
Opportunity SRV, L.P., and White Oaks Strategic II SRV, L.P.

The Debtors have an immediate and critical need to obtain the
Postpetition Financing.  The Debtors' ability to obtain the
Postpetition Financing is critical to the Debtors' ability to
continue as a going concern during the course of these Chapter 11
cases.

The DIP Lender has indicated a willingness to provide the Debtors
with certain financing.  After considering all of their
alternatives, the Debtors have concluded, in an exercise of their
sound business judgment, that the financing to be provided by the
DIP Lender pursuant to the terms of this final DIP court order
represents the best financing presently available to the Debtors.

Borrowings under the Postpetition Financing cannot exceed 15% of
the aggregate amounts set forth in the budget.

The borrowing under the Postpetition Financing is conditioned upon
(i) the entry of the Final DIP Order authorizing the financing;
(ii) at the sole discretion of the DIP Lender, the DIP Lender's
receipt of the Debtors' executed loan documents, upon entry of the
Final DIP Order; and (iii) DIP Lender receipt of satisfactory
evidence that each Debtor has obtained all required consents and
approvals.  All borrowings under the Postpetition Financing are
conditioned upon (a) no event of default having occurred and
continuing under the terms of the agreements as stated herein, (b)
no injunction, writ, restraining order or other order prohibiting,
directly or indirectly, the extending of credit under the DIP
Financing or DIP Credit Facility Agreement, (c) the Final Order
being in full force and effect and not having been vacated,
reversed, modified or stayed in any respect (and if either the
order is the subject of any pending appeal, no performance of any
obligation of any party shall have been stayed pending appeal).
The DIP Lender will also have discretion as to each funding
pursuant to the drawdown structure of the Postpetition Financing.

Interest accrues at the Prime Rate plus 400 basis points.  Maturity
date for the loan is the earlier of (a) the date concluding the
sale of the St. James Property pursuant to a plan/ Section 363 of
the U.S. Bankruptcy Code, or (b) 18 months from the entry of the
Final DIP Order.

An Event of Default occurs if (i) the Debtors fail to timely pay
Postpetition Financing obligations, (ii) the occurrence of an event
that has or could reasonably be expected to have, a material
adverse effect on the business, assets, operations, prospects or
financial or other condition of a Debtor, (iii) the entry of an
order amending, supplementing, staying, vacating or otherwise
modifying the DIP Credit Facility Agreement, or Final DIP Order
without the DIP Lender's consent, (iv) a Chapter 11 trustee or
examiner with expanded powers is appointed in the Chapter 11 case,
(v) the Chapter 11 case is dismissed or converted to Chapter 7 of
the Bankruptcy Code, (vi) the entry of an order by the Court
granting relief from or modifying the automatic stay to the
detriment of DIP Lender, (vii) the entry of an order in the Chapter
11 Case avoiding or requiring repayment of any portion of the
payments made on account of obligations owed a Debtor to the DIP
Lender, (viii) the Interim DIP Order or the Final DIP Order ceases
to be in full force and effect, (ix) the filing by a Debtor of any
plan of reorganization or arrangement without the prior consent of
the DIP Lender, (xi) formation by either Debtor of a new subsidiary
and failure to contemporaneously cause the subsidiary to become a
borrower under the DIP Credit Facility Agreement or DIP Financing
terms, (xii) either Debtor conducts its business in a manner that
materially deviates from the budget, and (xiii) if the St. James
Property is not sold within 18 months from the date of entry of the
Nov. 6, 2017 Final Dip Order.

Upon default, the interest rate will increase by 500 basis points
as of the date of default and onward.

A copy of the court order is available at:

          http://bankrupt.com/misc/laeb17-11182-124.pdf

                      About Inca Refining, L.L.C.

INCA Refining, LLC, was organized in Texas in 2005 for the purpose
of developing and operating an oil refinery in Louisiana.  INCA
owns an 80% membership interest in Refinery Equipment Holdings, a
Delaware limited liability company, and the remaining 20% is owned
by Del Mar Onshore Partners L.P. entities.  INCA also holds
property in Egan, Louisiana.

West Bank Land Company LLC was organized in Texas in 2008 for the
purpose of acquiring land to be developed by INCA into an oil
refinery. West Bank owns the St. James Property, leased by INCA for
a refinery.

In 2010, White Oak Global Advisors, LLC, entered into two funding
agreements with INCA and West Bank on behalf of the White Oak
Creditors.  The current total indebtedness owed to the White Oak
Creditors is now in excess of $102,000,000.

Involuntary Chapter 11 petitions were 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 denying the appointment request.


INGERSOLL FINANCIAL: Case Summary & 2 Unsecured Creditors
---------------------------------------------------------
Debtor: Ingersoll Financial, LLC
        2 South Orange Avenue, Suite 202
        Orlando, FL 32801

Type of Business: Headquartered in Orlando, Florida, The Ingersoll

                  Group -- http://www.theingersollgroup.com-- is  
                  a national private investment organization
                  founded by Keith Ingersoll 12 years ago.  The
                  Group's investments are concentrated in a few
                  primary sectors, including: real estate, sports
                  management, business networking, digital
                  enterprise, finance, hospitality and land
                  development.

Chapter 11 Petition Date: November 7, 2017

Case No.: 17-07077

Court: United States Bankruptcy Court
       Middle District of Florida (Orlando)

Debtor's Counsel: Frank M Wolff, Esq.
                  FRANK MARTIN WOLFF, P.A.
                  19 E. Central Blvd
                  Orlando, FL 32801
                  Tel: 407-982-4448
                  E-mail: fwolff@fwolfflaw.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Keith R. Ingersoll, president and CEO.

A full-text copy of the petition, along with a list of two
unsecured creditors, is available for free at
http://bankrupt.com/misc/flmb17-07077.pdf


IREP MONTGOMERY-MRF: Taps Jones Walker as Legal Counsel
-------------------------------------------------------
IREP Montgomery-MRF, LLC seeks approval from the U.S. Bankruptcy
Court for the Middle District of Alabama to hire Jones Walker LLP
as its legal counsel.

The firm will advise the Debtor regarding its duties under the
Bankruptcy Code and provide other legal services related to its
Chapter 11 case.

The firm's hourly rates are:

     C. Ellis Brazeal, III     $344.26
     Paul Woodall, Jr.         $308.81
     C. Parker Kilgore         $242.26
     Bonnie Boudreaux          $148.75

Prior to the petition date, the Debtor paid Jones Walker $90,000
for services related to the negotiation and drafting of its
agreement with the City of Montgomery and the city's Solid Waste
Disposal Authority, which calls for the sale of its recycling
facility.

Moreover, three of the Debtor's principals have guaranteed payment
of $25,000 to the firm should its fees and expenses exceed the
$125,000 provided for under the sale agreement.

Clyde Ellis Brazeal, III, Esq., disclosed in a court filing that
the firm does not hold or represent any interest adverse to the
Debtor's estate.

The firm can be reached through:

     Clyde Ellis Brazeal, III, Esq.
     Paul O. Woodall, Jr., Esq.
     Jones Walker LLP
     1819 5th Avenue North, Suite 1100
     Birmingham, AL 35203
     Tel: 205-244-5237
     Fax: 204-244-5400
     Email: ebrazeal@joneswalker.com

                    About IREP Montgomery-MRF

Based in Montgomery, Alabama, IREP Montgomery-MRF, LLC, sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D.
Ala. Case No. 16-32279) on Aug. 20, 2016.  The petition was signed
by Kyle Mowitz, manager.  The case is assigned to Judge Dwight H.
Williams Jr.  At the time of the filing, the Debtor estimated its
assets at $10 million to $50 million and debts at $50 million to
$100 million.


JN MEDICAL: Amends Plan to Disclosure Suit Against Auro Vaccines
----------------------------------------------------------------
JN Medical Corporation filed with the U.S. Bankruptcy Court for the
District of Nebraska its latest disclosure statement, which
explains the company's proposed Chapter 11 plan of reorganization.

In the filing, the company disclosed that it has already filed an
adversary proceeding against Auro Vaccines, LLC pursuing several
claims.

Auro, which is allegedly funded and controlled by Aurobindo Pharma,
filed a $3.6 million claim, which it says is fully secured.  The
claim also includes an ongoing priority claim for post-petition
rent in the amount of $78,233.

JN Medical alleged the claimant asserts itself in the company's
bankruptcy case as lender and secured creditor to take possession
and ownership of its intellectual property and patents.

According to the company, it filed the adversary proceeding to seek
declaratory relief that Auro is barred from asserting any
pre-bankruptcy claim since it did not comply with Nebraska law
regarding the assertion of a deficiency judgment against a debtor.

JN Medical also seeks a declaratory judgment that Auro, in
executing its purchase agreement and assignment agreement with
Great Elm Capital Corp., waived or released whatever security
interest or lien it had in the company's patents and other
intellectual property, according to the disclosure statement.

The agreement dated Feb. 3 provided for the sale and assignment of
Great Elm's rights and interests under a loan agreement to Auro.
Under the terms of the purchase agreement, Auro paid Great Elm $3
million.

A copy of the disclosure statement is available for free at
http://bankrupt.com/misc/neb17-80174-327.pdf

                  About JN Medical Corporation

JN Medical Corporation, a company based in Omaha, Nebraska, sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Neb.
Case No. 17-80174) on Feb. 15, 2017.  The petition was signed by
Kevin Aramalla, president.  At the time of the filing, the Debtor
estimated its assets and debts at $1 million to $10 million.

The case is assigned to Judge Thomas L. Saladino.  Stinson Leonard
Street LLP is the Debtor's legal counsel.  

On July 19, 2017, the Debtor filed a disclosure statement, which
explains its proposed Chapter 11 plan of reorganization.


KANSAS CITY INTERNAL: Case Summary & 9 Unsecured Creditors
----------------------------------------------------------
Debtor: Kansas City Internal Medicine, P.A.
        12140 Nall Ave., Suite 100
        Overland Park, KS 66209

Type of Business: Kansas City Internal Medicine, a division of
                  Signature Medical Group, is a private internal
                  medicine physician practice with more than 170
                  employees serving over 135,000 patient visits
                  per year.  KCIM specializes in internal
                  medicine, endocrinology, rheumatology, podiatry,

                  integrative medicine, personalized healthcare,
                  clinical psychology, and chiropractic.  It also
                  offers additional services including full
                  service laboratory, ultrasound, bone density,
                  intravenous infusion treatments, weight health
                  and wellness, and diabetic shoe consultations.  

                  The company's gross revenue amounted to $3.86
                  million in 2016 and $26.69 million in 2015.  
                  KCIM has locations in Kansas City and Lee's
                  Summit, Missouri and in Overland Park in Kansas.

                  Web site at https://www.kcim.com

Chapter 11 Petition Date: November 8, 2017

Case No.: 17-22168

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

Judge: Hon. Dale L. Somers

Debtor's Counsel: Colin N. Gotham, Esq.
                  EVANS & MULLINIX, P.A.
                  7225 Renner Road, Suite 200
                  Shawnee, KS 66217
                  Tel: (913) 962-8700
                  Fax: (913) 962-8701
                  E-mail: Cgotham@emlawkc.com

Total Assets: $567,000

Total Liabilities: $1,477,611

The petition was signed by David Wilt, MD, president.

A full-text copy of the petition containing, along with a list of
nine unsecured creditors, is available for free at
http://bankrupt.com/misc/ksb17-22168.pdf


KAPPA DEVELOPMENT: Contract Funds Property of Estate, Court Says
----------------------------------------------------------------
In the adversary proceeding captioned KAPPA DEVELOPMENT AND GENERAL
CONTRACTING INC., Plaintiff, v. HANOVER INSURANCE COMPANY,
Defendant. AND HANOVER INSURANCE COMPANY, Counter-Plaintiff, v.
KAPPA DEVELOPMENT AND GENERAL CONTRACTING INC., Counter-Defendant,
Adv. No. 17-06046-KMS (Bankr. S.D. Miss.), Bankruptcy Judge
Katharine M. Samson issued an order granting in part and denying in
part Kappa's motion for summary judgment and denying Hanover's
cross-motion for summary judgment.

Kappa is the Debtor-in-Possession in this chapter 11 case, and
Hanover is the surety that bonded a construction project Kappa
undertook before filing bankruptcy ("Camp Shelby Project"). The
parties dispute the ownership of $67,516.06 ("Contract Funds" or
"Funds") that the federal government paid Kappa prepetition in
connection with the Camp Shelby Project. Hanover asserts its
entitlement to the Funds by right of subrogation for its payment on
Kappa's behalf to one of the material suppliers on the Camp Shelby
Project.  On this basis, Hanover seeks a judgment declaring that
the Contract Funds "are not property of the Debtor's estate but
belong to Hanover" and directing Kappa to pay the Funds to Hanover.
Kappa asserts that the Contract Funds are property of the
bankruptcy estate "not subject to subrogation claims of Hanover"
and seeks an order authorizing it to use the Contract Funds for
day-to-day operations.

The Court finds that Kappa had a possessory interest in the
Contract Funds on the date of the filing of the petition. The Funds
are therefore property of the estate. The questions, however, of
whether the Funds are subject to any rights of Hanover and whether
Kappa may use the funds are not ripe for resolution pending hearing
on a Motion to Prohibit Use of Cash Collateral filed by another
creditor. Summary judgment is therefore granted on Kappa's Motion
on the question of ownership of the Funds, but denied on the
questions of Hanover's rights in the Funds and whether Kappa may
use the Funds. Summary judgment is denied on Hanover's
Cross-Motion.

The bankruptcy case is in re: KAPPA DEVELOPMENT AND GENERAL
CONTRACTING INC., CHAPTER 11, Debtor, Case No. 17-51155-KMS (Bankr.
S.D. Miss.).

A full-text copy of Judge Samson's Opinion and Order dated Oct. 31,
2017 is available at https://is.gd/LWkgCr from Leagle.com.

Kappa Development & General Contracting, Inc, Debtor In Possession,
represented by Nicholas Van Wiser.

United States Trustee, U.S. Trustee, represented by Christopher J.
Steiskal, Sr. -- christopher.j.steiskal@usdoj.gov -- United States
Trustee.

      About Kappa Development & General Contracting, Inc.

Kappa Development & General Contracting, Inc., based in Gulfport,
Miss., filed a Chapter 11 petition (Bankr. S.D. Miss. Case No.
17-51155) on June 12, 2017. The Hon. Katharine M. Samson presides
over the case. Nicholas Van Wiser, Esq. at Byrd & Wiser, serves as
bankruptcy counsel.

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


KDM CONSTRUCTION: Case Summary & 10 Unsecured Creditors
-------------------------------------------------------
Debtor: KDM Construction & Development, LLC
        13 Monticello Drive
        Adairsville, GA 30103

Type of Business: KDM Construction & Development, LLC is a
                  privately held company in the residential
                  building construction industry with its
                  principal place of business located at 13
                  Monticello Drive Adairsville, GA 30103.  The
                  company previously sought bankruptcy protection
                  on July 31, 2017 (Bankr. N.D. Ga. Case No. 17-
                  41820).

Chapter 11 Petition Date: November 7, 2017

Case No.: 17-42661

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

Judge: Hon. Paul W. Bonapfel

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

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Danny McDaniel, manager.

A full-text copy of the petition, along with a list of 10 largest
unsecured creditors, is available for free at
http://bankrupt.com/misc/ganb17-42661.pdf


LAST FRONTIER: Plan Confirmation Hearing on Nov. 20
---------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas has
conditionally approved Last Frontier Realty Corporation's amended
disclosure statement dated Oct. 24, 2017, referring to the Debtor's
plan of reorganization dated Oct. 13, 2017.

A hearing to consider the final approval of the Disclosure
Statement and confirmation of the Plan will be held on Nov. 20,
2017, at 1:30 p.m.

Objections to the Disclosure Statement and plan confirmation must
be filed by Nov. 17, 2017, which is also fixed as the last day for
filing and serving pursuant to Rule 3020(b)(1) written acceptances
or rejections of the Plan in the form of a ballot.

As reported by the Troubled Company Reporter on Nov. 6, 2017, the
Debtor filed with the Court an amended disclosure statement
explaining its plan of reorganization dated Oct. 24, 2017.  The
amended plan provides that the Debtor is required to pay the Class
3 Allowed Secured Claim of Budtime Forest Grove Homes LLC on or
before Dec. 4, 2017, or Budtime is allowed to foreclosure on the
Saturn, Texas Property.

                About Last Frontier Realty Corp.

Last Frontier Realty Corp. is a Texas corporation which owns two
pieces of real property.

The Debtor sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. N.D. Texas Case No. 17-32681) on July 10, 2017.  At
the time of the filing, the Debtor disclosed that it had estimated
assets and liabilities of less than $1 million.  

Judge Stacey G. Jernigan presides over the case.  Eric A. Liepins,
P.C., is the debtor's bankruptcy counsel.

The Debtor previously filed a Chapter 11 petition (Bankr. N.D.
Texas Case No. 17-30454) on Feb. 6, 2017.  This case was dismissed
on July 3, 2017.


LAURA ELSHEIMER: May Use Cash Collateral Through Jan. 31, 2018
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Massachusetts has
granted Laura Elsheimer LLC further authorization to use cash
collateral, through Jan. 31, 2018.

The hearing scheduled for Nov. 2, 2017, was cancelled as no
objections have been filed.

A copy of the Order is available at:

           http://bankrupt.com/misc/mab17-41842-29.pdf

As reported by the Troubled Company Reporter on Oct. 26, 2017, the
Debtor sought permission from the U.S. Bankruptcy Court for the
District of Massachusetts to use cash collateral in the ordinary
course of business and to grant postpetition liens to the
lienholder as adequate protection.

Headquartered in Hudson, Massachusetts, Laura Elsheimer LLC filed
for Chapter 11 bankruptcy protection (Bankr. D. Mass. Case No.
17-41842) on Oct. 11, 2017, estimating its assets and liabilities
at between $500,001 and $1 million.  Michael Van Dam, Esq., at Van
Dam Law LLP, serves as the Debtor's bankruptcy counsel.


LE CENTER, MN : Moody's Hikes GO Debt Rating From Ba1
-----------------------------------------------------
Moody's Investors Service has upgraded to Baa3 from Ba1 the rating
on the City of Le Center, MN's general obligation (GO) debt.
Concurrently, Moody's has revised the outlook from positive to
stable. The city has $11.5 million of GO debt outstanding, of which
$2.6 million carries a Moody's rating.

The Baa3 rating reflects the city's improved reserves which are
still relatively narrow on a nominal basis. The rating also
incorporates the city's very small tax base, low resident income
levels, limited debt service reserve, and moderate pension
liabilities.

Rating Outlook

The stable outlook reflects Moody's expectation that the city's
financial profile will continue to improve in the coming years, a
trend which should balance the credit challenges posed by a high
debt burden.

Factors that Could Lead to an Upgrade

Significant expansion of the city's tax base valuation

Continued progress in rebuilding fund balance and liquidity

Moderation of the debt burden

Factors that Could Lead to a Downgrade

Declines in tax base valuation or resident income levels

Operating deficits that lead to weakening of financial position

Additional increases in the debt burden or fixed costs

Legal Security

Debt service on the bonds is secured by the city's GO unlimited tax
pledge to levy an ad valorem property tax that is not limited by
rate or amount. The security also benefits from a statutory lien
but not a lockbox structure.

Use of Proceeds. Not applicable.

Obligor Profile

The City of Le Center is located approximately 50 miles southwest
of the Twin Cities metropolitan area and serves as the county seat
of Le Sueur County. The city covers 1.5 square miles and has
population of approximately 2,370.

Methodology

The principal methodology used in this rating was US Local
Government General Obligation Debt published in December 2016.


LEXINGTON HOSPITALITY: Court Extends Cash Collateral Use
--------------------------------------------------------
Judge Gregory R. Schaaf of the U.S. Bankruptcy Court for the
Eastern District of Kentucky granted Debtor Lexington Hospitality
Group, LLC's emergency motion to extend cash collateral use.

The Debtor sought approval to use cash collateral because it was
unable to reach an agreement with the creditor, PCG Credit
Partners, LLC.

The Debtor borrowed $6,150,000 at 12% interest for a period of 15
months pursuant to a loan agreement with PCG dated Sept. 28, 2015,
to acquire the Lexington Clarion Hotel and Conference Center at
5532 Athens Boonesboro Road, Lexington, Kentucky. The Debtor
operates both the Hotel and a Bennigan's restaurant on the Hotel
site. The Note is secured by the Mortgage and Security Agreement
dated Sept. 28, 2015, in the Fayette County, Kentucky, Clerk's
Office. The Mortgage includes a provision that assigns the Debtor's
interests in leases and rents.

Considering all the evidence presented, Judge Schaaf finds that PCG
has failed to meet its burden to show that its security interest
extends to the Debtor's Room Revenue or Restaurant Revenue
post-petition. Therefore, there is no need for the Debtor to seek
PCG's consent or to prove PCG is adequately protected as to this
property. PCG still has a lien on the Hotel and related
improvements covered by the Mortgage and other collateral subject
to the Security Agreement. It is possible PCG still requires
adequate protection for these interests, but that issue is best
decided in relation to the hearing on the Motion for Relief from
the Automatic Stay and For Related Relief and Request to Shorten
Notice of Hearing scheduled for hearing on Nov. 20, 2017.

A full-text copy of Judge Schaaf's Memorandum and Order dated Nov.
1, 2017, is available at:

    http://bankrupt.com/misc/kyeb17-51568-163.pdf

                About Lexington Hospitality

Headquartered in Aurora, Illinois, Lexington Hospitality Group LLC
-- http://www.clarionhotellexingtonky.com/-- owns the Clarion
Hotel Conference Center South, a hotel located at 5532 Athens
Boonesboro Road Lexington, Kentucky, known as Clarion Hotel
Conference Center South.  The Hotel, located in the heart of the
bluegrass and 'Horse Capital of the World,' has 149 well-appointed
guest rooms, an indoor heated pool and hot tub, a seasonal outdoor
pool, a fitness center and an on-site restaurant and bar.

Lexington Hospitality filed for Chapter 11 bankruptcy protection
(Bankr. E.D. Ky. Case No. 17-51568) on Aug. 3, 2017, estimating its
assets and liabilities at between $1 million and $10 million each.
The petition was signed by Kenneth Moore/Janee Hotel Corporation,
manager.

Judge Gregory R. Schaaf presides over the case.  

Laura Day DelCotto, Esq., Jamie L. Harris, Esq., and Sara A.
Johnston, Esq., at Delcotto Law Group PLLC, serve as the Debtor's
bankruptcy counsel.


LINTON SHAFER: U.S. Trustee Unable to Appoint Committee
-------------------------------------------------------
The Office of the U.S. Trustee on Nov. 6 disclosed in a court
filing that no official committee of unsecured creditors has been
appointed in the Chapter 11 case of Linton Shafer Computer
Services, Inc.

             About Linton Shafer Computer Services

Linton Shafer Computer Services, Inc., is a small business located
in Frederick, Maryland which provides bookkeeping and accounting
services to small businesses in the Frederick, Maryland region.
The company has been in business for 34 years continuously since
its incorporation in Maryland in 1983.  It is taxed as a
"Subchapter C Corporation."

Linton Shafer Computer Services currently has seven employees and
does business as "Accounting Support Services."  The 32,500 of the
35,000 shares of the Debtor are owned by Barbara Brewster, who is
its president.  The minority shareholders are Linda Minnick (500
shares), Todd Rudesill (500 shares) and Denise Gouker (1,500
shares).

Linton Shafer Computer Services sought Chapter 11 protection
(Bankr. D. Md. Case No. 17-23535 LSS) on Oct. 10, 2017.  At the
time of the filing, the Debtor estimated assets of less than
$50,000 and liabilities of less than $1 million.  Judge Lori S.
Simpson presides over the case.  McNamee, Hosea, Jernigan, Kim,
Greenan & Lynch, P.A., serves as counsel to the Debtor.


LOANCORE CAPITAL: Moody's Puts B1 Rating on Review for Downgrade
----------------------------------------------------------------
Moody's Investors Service has placed the B1 rating of LoanCore
Capital Markets LLC (LoanCore, formerly Jefferies LoanCore LLC) on
review for downgrade. The rating action follows LoanCore's
announcement that the equity contribution commitment from its
owners was reduced by $160 million, from $560 million to $400
million. LoanCore also announced that CPPIB Credit Investments Inc.
(CPPIB Credit Investments), a subsidiary of Canada Pension Plan
Investment Board, and the real estate investment arm of the
Government of Singapore Investment Corp (GIC) and LoanCore
management have acquired Jefferies Group LLC's 48.5% equity
interest in LoanCore. Following the transaction, LoanCore is now
48% owned by CPPIB Credit Investments, 48% by GIC and 4.0% by
LoanCore management.

On Review for Downgrade:

Issuer: LoanCore Capital Markets LLC

-- Corporate Family Rating, Placed on Review for Downgrade,
    currently B1

-- Senior Unsecured Regular Bond/Debenture, Placed on Review for
    Downgrade, currently B1

Outlook Actions:

Issuer: LoanCore Capital Markets LLC

-- Outlook, Changed To Rating Under Review From Stable

RATINGS RATIONALE

The rating action reflects Moody's expected weakening of LoanCore's
capitalization, driven by the decrease in the amount of owners'
equity commitments. Although LoanCore's capital base of $160
million of retained earnings remains intact, the capital
commitments - which LoanCore can call on from its owners - has been
reduced to an amount up to $240 million, down from $400 million.
The reduction in the amount of capital commitments is credit
negative and weakens the firm's funding profile.

LoanCore's capitalization, measured as Tangible Common Equity to
Tangible Managed Assets, was 17.7% at August 31, 2017. The ratio
has declined substantially from historical levels and Moody's
expects a further deterioration following the reduction in equity
contributions, which would make LoanCore's capitalization the
weakest among peers. The deterioration in capitalization was
amplified following the October 2016 consolidation of the
Commercial Mortgage Backed Securities trust in which the company
retained the junior tranche, the "B-piece". In its review, Moody's
will consider the impact of the weaker capitalization on LoanCore's
credit profile in light of the firm's future business needs given
the new risk retention requirements.

LoanCore has modest positioning in the commercial real estate
lending space, having only a brief operating history dating to
2011. The firm's leverage, while low, has increased and it is
highly reliant on wholesale funding, which encumbers earning
assets. LoanCore's profitability has been solid with no credit
losses to date. However, Moody's note that given that LoanCore was
founded in 2011, it had no legacy assets from before the credit
crisis. It also has been operating amidst generally favorable
market conditions over its short operating history. The firm's
earnings can exhibit some degree of volatility stemming from
securitization gains.

FACTORS THAT COULD LEAD TO AN UPGRADE

A rating upgrade is unlikely, given that the ratings are on review
for downgrade. The ratings could be confirmed if Moody's comes to
believe that LoanCore's lower capital levels would be adequate for
its future business needs, incorporating the new risk retention
rules.

FACTORS THAT COULD LEAD TO A DOWNGRADE

LoanCore's ratings could be downgraded if Moody's determines that
LoanCore's planned reduction in capitalization, in conjunction with
increased holdings amounts of B-piece securities in connection with
the risk retention rules, would weaken its credit profile.

The principal methodology used in these ratings was Finance
Companies published in December 2016.


LOLA PROPERTIES: Foreclosure Sale Moved to Nov. 17
--------------------------------------------------
The proposed sale of Lola Properties, Inc.'s assets, originally
scheduled for October 20, 2017, has been postponed.  The new sale
date has been rescheduled for November 17 at the same time and
place.

Arthur Terranova, Esq., as Referee, will conduct the sale.

Pursuant to a Judgment of Foreclosure and Sale dated August 11,
2017, and entered on August 16, 2017, Mr. Terranova will sell at
the Queens County Supreme Courthouse, 88-11 Sutphin Blvd., in
Courtroom # 25, Jamaica, NY, the premises located at Block 15969
Lot 53.  The premises known as 451 Beach 46th Street, Far Rockaway,
NY.

The approximate amount of lien is $19,983.02 plus interest and
costs.  The Premises will be sold subject to provisions of filed
Judgment and Terms of Sale in the case, NYCTL 1998-2 TRUST, and THE
BANK OF NEW YORK MELLON, as Paying Agent and Collateral Agent and
Custodian for the NYCTL 1998-2 TRUST, Plaintiffs -against- LOLA
PROPERTIES, INC, et al. Defendant(s), pending before the Supreme
Court, County of Queens.

The Plaintiffs are represented by:

     Seyfarth Shaw LLP
     620 Eighth Avenue
     New York, NY 10018


M/V JACK FITZ: Case Summary & Unsecured Creditor
------------------------------------------------
Debtor: M/V Jack Fitz, LLC
        20804 Hwy 1
        Golden Meadow, LA 70357

Type of Business:     M/V Jack Fitz, LLC is a privately held
                      company that operates an offshore supply
                      vessel known as M V Jack Fitz.  Built by
                      Master Boar Builders Inc. in 1999, the
                      vessel is 144 ft. long and has a gross
                      tonnage of 486 tons.

Chapter 11 Petition Date: November 8, 2017

Case No.: 17-13031

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

Judge: Hon. Elizabeth W. Magner

Debtor's Counsel: Leo D. Congeni, Esq.
                  CONGENI LAW FIRM, LLC
                  424 Gravier Street
                  New Orleans, LA 70130
                  Tel: (504) 522-4848
                  Fax: (504) 581-4962
                  Email: leo@congenilawfirm.com

Estimated Assets: $0 to $50,000

Estimated Liabilities: $1 million to $10 million

The petition was signed by Josh Jambon, authorized member.

The Debtor lists United Community Bank as its sole unsecured
creditor holding an unknown amount of claim.

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

          http://bankrupt.com/misc/laeb17-13031.pdf


MD2U MANAGEMENT: U.S. Trustee Unable to Appoint Committee
---------------------------------------------------------
The Office of the U.S. Trustee on Nov. 2 disclosed in a court
filing that no official committee of unsecured creditors has been
appointed in the Chapter 11 case of MD2U Management, LLC.

                      About MD2U Management

Founded in 2010 and based in Louisville, Kentucky MD2U Management,
LLC -- http://www.md2u.com/-- provides home-based primary medical
care services for chronic and acute illnesses.  The Company offers
adult primary care, medication management, post discharge visits,
wound care visits, mental and behavioral healthcare, mobility
assessments, home medical equipment assessments, end of life care,
and mental health services.  It serves to home-bound or
home-limited patients in Kentucky, Indiana, Ohio and North
Carolina.

MD2U Management LLC and its affiliates MD2U Kentucky LLC, MD2U
Indiana LLC, and MD2U North Carolina LLC each filed separate
Chapter 11 petition (Bankr. W.D. Ky. Case Nos. 17-32761 to
17-32764) on Aug. 29, 2017.  The cases are jointly administered.
The petitions were signed by Joel Coleman, president.

MD2U estimated $500,000 to $1 million in assets and $1 million to
$10 million in debt.  MD2U Kentucky estimated between $1 million
and $10 million in assets, and $500,000 to $1 million in debt.

The Debtors are represented by Charity Bird Neukomm, Esq., at
Kaplan & Partners LLP.


MERCY HOSPITAL: Moody's Confirms B1 on $70MM Revenue Bonds
----------------------------------------------------------
Moody's Investors Service confirms the B1 assigned to Mercy
Hospital (Mercy), IA's $70 million of outstanding rated revenue
bonds. The bonds are issued by the City of Hills, Iowa. This action
concludes the review for downgrade initiated on August 10, 2017.
The rating outlook is negative.The confirmation of B1 reflects the
system's new comprehensive performance improvement strategy
translating into very recent improvement in operating performance,
under the direction of new management with turnaround experience.
The B1 also reflects the sufficiency of cash to debt and stated
efforts to maintain current cash levels, however, any cash burn
will result in rating pressure. A further downgrade is precluded at
this time by Mercy's urgent efforts to restructure or refinance the
letter of credit backed debt (presently with US Bank which expires
in August 2018) which should help preserve the system's liquidity
position. Mercy continues to make its debt service payments in full
and on time and maintains very good headroom to financial
covenants.

Rating Outlook

The negative outlook reflects Moody's view that the system will
continue to exhibit financial pressure over the next 12 to 18
months as it looks to fully implement and execute its turnaround
strategy. Additionally, risks associated with the system's recent
rating trigger breach or the inability to restructure the LOC
associated with the Series 2008 bonds support the negative outlook.
Inability to improve operating performance or further reductions in
cash contributing to narrowing headroom to financial covenants
would result in negative rating pressure.

Factors that Could Lead to an Upgrade

Significant and durable improvement in operating performance more
in line with Ba3 rated peers

Material enterprise growth or expansion of geographic footprint
leading to an operating revenue base more in line with peers

Factors that Could Lead to a Downgrade

Erosion of liquidity beyond unaudited fiscal 2017 performance

Further deterioration of operating performance

A corporate reorganization or bankruptcy filing

Legal Security

The Series 2011 fixed rate bonds and Series 2008 variable rate
bonds are an unsecured obligation of the Master Trust Indenture
with a security interest in the unrestricted receivables of the
hospital. The other system subsidiaries are not obligated on the
debt and therefore not included in the debt service coverage
test.The note payable related to the west side medical office
building is secured by a mortgage interest in Unit 2 of the Coral
West Medical Center and the assignment of lease payments from the
tenants of Unit 2. The note payable is not rated by Moody's.

Use of Proceeds. Not Applicable

Obligor Profile

The Mercy Iowa City and Subsidiaries System includes 234-bed Mercy
Hospital, Mercy Services Iowa City and Mercy Hospital Foundation.
The hospital owns a majority (51%) interest in Iowa City Ambulatory
Surgical Center (ICASC). The hospital is located in Iowa City,
Iowa. Operating revenues were approximately $183 million in fiscal
2017.

Methodology

The principal methodology used in this rating was Not-For-Profit
Healthcare published in November 2017.


MIRANDA HARRIS: U.S. Trustee Unable to Appoint Committee
--------------------------------------------------------
The Office of the U.S. Trustee disclosed in a court filing on Nov.
2 that no official committee of unsecured creditors has been
appointed in the Chapter 11 case of Miranda Harris, LLC.

                   About Miranda Harris LLC

Miranda Harris, LLC, sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D.S.C. Case No. 17-04856) on Sept. 29,
2017.  Miranda Harris, its managing member, signed the petition.

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

Judge David R. Duncan presides over the case.


MOBILESMITH INC: Appoints Robert Smith as Director
--------------------------------------------------
The Board of Directors of MobileSmith, Inc., appointed Robert L.
Smith as director on Oct. 31, 2017.  The appointment takes effect
immediately.  As of Nov. 6, 2017, Mr. Smith has not been appointed
to any committee of the Board.

Robert Smith is an experienced multi-facility health care executive
with varied background in complex urban and rural health care
settings.  During his 40-year career in the industry he has held
CEO and other executive positions of various for profit and
non-profit hospitals and health care organizations, where he
demonstrated ability to turnaround, create, and grow business units
in complex and competitive environments.  Mr. Smith's broad
business experience includes reorganization, restructuring and
public company experience at the CEO and Board of Directors level.

Mr. Smith has served on the boards of various healthcare
organizations.  He currently serves on the boards of Parkland
Center for Clinical Innovation and Cobalt Rehabilitation Hospitals.
He is a 2011 recipient of the Texas Hospital Associations Earl N.
Collier Award for Distinguished Health Care Administration.

Mr. Smith received his Master of Health Administration Degree from
Washington University School of Medicine, St. Louis, MO  and his
Bachelor of Science Degree in Psychology from University of
Missouri in St. Louis, MO.

In consideration for advisory services including providing
strategic advice to the Company, promoting the Company in the
business and investment community, the Company will pay to Mr.
Smith a cash fee of $2,500 per month.  In addition, the Company has
granted Mr. Smith options under the Company's 2016 Equity Incentive
Plan, to purchase 366,980 shares of the Company's common stock par
value $0.001 per share, which options are scheduled to vest over a
three-year period in equal quarterly installments, at exercise
price of $1.99 per share, subject to accelerated vesting upon the
occurrence of certain specified events.

                      About MobileSmith, Inc.

Raleigh, North Carolina-based MobileSmith, Inc., was incorporated
as Smart Online, Inc. in 1993 and changed its name to MobileSmith,
Inc., effective July 1, 2013.  The company develops and markets
software products and services tailored to users of mobile devices.
Its flagship product, MobileSmith(R) Platform is an app
development platform that enables organizations to rapidly create,
deploy and manage custom, native smartphone and tablet apps
deliverable across iOS and Android mobile platforms.

MobileSmith reported a net loss of $7.50 million on $1.86 million
of total revenue for the year ended Dec. 31, 2016, compared to a
net loss of $7.71 million on $1.82 million of total revenue for the
year ended Dec. 31, 2015.  The Company's balance sheet at June 30,
2017, showed $1.64 million in total assets, $51.22 million in total
liabilities and a total stockholders' deficit of $49.58 million.

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


MOMENTIVE PERFORMANCE: Moody's Puts Caa1 CFR Under Review
---------------------------------------------------------
Moody's Investors Service has put Momentive Performance Materials
Inc.'s Caa1 Corporate Family Rating (CFR) under review for upgrade.
At the same time, Moody's has placed under review the Caa1 rating
on Momentive's $1.1 billion 3.88% first-lien senior secured notes
due 2021, Caa3 rating on its $202 million 4.69% second-lien senior
secured notes due 2022, and its probability of default rating (PDR)
of Caa1-PD.

The rating review was prompted by both Momentive's improved
business fundamentals and the announcement of initial public
offering (IPO) by MPM Holdings Inc., the parent company of
Momentive, on November 6, 2017. The proceeds from the IPO will be
used to redeem substantially all it outstanding second-lien notes
and repay $36 million debt at its Chinese subsidiary.

Ratings under review:

Issuer: Momentive Performance Materials Inc.

-- Corporate Family Rating, Caa1

-- Probability of Default Rating, Caa1-PD

-- Senior Secured First Lien Notes, Caa1 (LGD3)

-- Senior Secured Second Lien Notes, Caa3 (LGD5)

RATINGS RATIONALE

Momentive has improved its earnings in the last three years thanks
to portfolio mix shift to specialty silicones and cost savings
program. The announced IPO, once successfully completed, will
further raise its credit profile to be commensurate with a single B
rating.

"The announced equity offerings also signifies the company's
shifting focus from its largely completed corporate restructuring
three years after bankruptcy to capital investment and business
growth in high-margin specialty silicones and silanes," says Jiming
Zou, a Moody's Vice President and lead analyst for Momentive.

Momentive will meet Moody's rating upgrade triggers of adjusted
debt/EBITDA below 6.0x and adjusted RCF/Debt above 9% assuming
planned debt reduction after IPO and strong last quarter
performance in 2017. As of September 2017, Momentive's adjusted
debt leverage improved to about 6.0x from 7.3x at the end of 2016,
thanks to rationalization of low-margin basic silicone products,
realized cost savings of about $42 million and price increases
across silicones portfolio. Moody's adjusted debt calculation
includes pension and operating lease adjustments.

Fundamentally, Momentive has been a leading global producer of
silicone products, with a track record of maintaining adequate
market share positions across a diverse product portfolio. However,
the company remains exposed to the highly competitive silicone
market and competes against other larger backward integrated
producers. Adjusted EBITDA margin improved to about 12% for the
last twelve months ended September 2017, from 10.3% in 2016, but
remains low compared to other specialty chemical producers.
Momentive has increased its investments in specialty silanes,
automotive clear coats, optical displays and LSR that should
support its profit margins. In particular, the expansion of its NXT
capacity in Leverkusen, which will start production in early 2018,
will contribute to earnings growth.

Liquidity should be adequate with about $144 million cash on hand
and $215 million availability under the ABL facility as of
September 30, 2017. The lenders of the senior secured asset-based
revolving credit facility (ABL Facility) have committed to
extending the maturity from October 2019 to five years after the
closing of Momentive's IPO, subject to certain conditions and
expectations. Moody's expects the company to meet the springing
fixed charge coverage test of 1.0x for drawing its ABL Facility in
the next 12 months.

During the ratings review, Moody's will focus on Momentive's debt
leverage after the IPO, its ability to sustainably improve earnings
and cash flow through developing value-added specialty products,
and its long-term financial policy that will determine the pace of
capital expenditure, business acquisitions and shareholder
distributions following the IPO.

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

Based in New York, US, Momentive Performance Materials Inc. is one
of the largest global producer of silicones and silicone
derivatives. The company operates produces Silicones, which account
for approximately 92% of revenues; and Quartz. Silicones, or more
accurately, polymerized siloxanes or polysiloxanes, are mixed
inorganic-organic polymers that are used in a wide variety of
industrial and consumer applications including agriculture,
automotive, electronics, healthcare, personal care, textiles and
sealants (the most recognizable application is for bathroom,
kitchen and window sealants around the home). Momentive is
approximately 40% owned by funds managed or owned by the private
equity division of Apollo Global Management (unrated). For the last
12 months ending September 30, 2017, Momentive's revenues and
Moody's-adjusted EBITDA were approximately $2.3 billion and $282
million, respectively.


MONTCO OFFSHORE: Exclusive Plan Filing Period Extended to Nov. 27
-----------------------------------------------------------------
The Hon. Marvin Isgur of the U.S. Bankruptcy Court for the Southern
District of Texas, at the behest of Montco Offshore, Inc. and its
affiliates, has entered an order to further extend the Debtors'
exclusivity period to file a plan of reorganization through
November 27, 2017, while the Debtors' Solicitation Exclusivity
Period remains set to expire on December 13, 2017.

As reported by the Troubled Company Reporter on October 20, 2017,
the Debtors asked the Court for an extension of the exclusivity
period to file a plan of reorganization by 45 days. The Debtors
sought to maintain exclusivity so parties with competing interests
do not hinder the Debtors' efforts to finalize the value-maximizing
solutions contemplated by the Debtors' plan. The Debtors, however,
did not ask an additional extension of the exclusivity period for
the Debtors to solicit acceptance of the plan.

On Sept. 26, 2017, the Debtors filed Chapter 11 plans of
reorganization and liquidation for Montco Offshore, Inc., and
Montco Oilfield Contractors, LLC, respectively, and a disclosure
statement in connection therewith.  On Oct. 6, 2017, the Court
entered an order conditionally approving the Debtors' Disclosure
Statement, and permitting the Debtors to commence solicitation of
the plan.  The Court set the Debtors' solicitation and notice date
for Oct. 10, 2017, with a confirmation hearing scheduled for Nov.
13, 2017.

According to the Debtors, their Chapter 11 cases involve the
restructuring of prepetition debt obligations, a multitude of
stakeholders, and a number of complex operational intricacies.
Further, the Debtors told the Court that they have been operating
in a very uncertain commodity environment, making the Debtors'
restructuring even more complicated and challenging.  The Debtors
worked tirelessly to formulate the Plan and Disclosure Statement,
and to reach consensus with the Official Committee of Unsecured
Creditors and other key stakeholders in connection therewith.

In connection with the plan process, and in anticipation of the
confirmation hearing, the Debtors claim that they have been
continuing to engage with additional key stakeholders to address
outstanding issues and seek to reach a consensual resolution.
Given the expedited nature of the proceedings, with confirmation
only one month away, the Debtors needed all of their and their
professionals' resources focused on preparing for the Nov. 13, 2017
hearing (as well as an estimation hearing in connection with
certain lienholder claims, which has been scheduled by the Court
for Nov. 6, 2017).

Although the Debtors' Solicitation Exclusivity Period does not
expire until Dec. 13, 2017, the Debtors sought an extension to
ensure that no competing plan is filed at this critical juncture,
which would only distract them and divert resources away from
confirmation-related matters.  Reviewing and potentially objecting
to a competing plan while preparing for confirmation of the
Debtors' plan is not in any stakeholder's interests, and would only
be detrimental to the outcome of these cases.

                     About Montco Offshore

Based in Galliano, Louisiana, Montco Offshore, Inc. --
http://www.montco.com/mo-- was founded by the Orgeron family in
1948.  For more than 60 years, the Company has served the offshore
energy industries with crew boats, ocean-going tugs, deck barges,
supply boats, and liftboats. Currently, Montco specializes in
liftboats ranging in size from 235 feet to 335 feet which provide
the best quality and safety of service for customers requiring
versatile elevated vessels/work-platforms.  Montco has total fleet
of six vessels includes (a) two 335' class liftboats, known as (i)
"Robert," which was unveiled in the first quarter of 2012, and (ii)
"Jill," which was completed in 2014; (b) two 245' class liftboats,
known as (i) "Kayd," which was completed in 2006, and (ii)
"Myrtle;" which was completed in 2002; and (c) two 235' class
liftboats, each completed in 2009, known as (i) "Paul," and (ii)
"Caitlin."

Montco Offshore, Inc., and its affiliate Montco Oilfield
Contractors, LLC, filed separate Chapter 11 petitions (Bankr. S.D.
Tex. Lead Case No. 17-31646) on March 17, 2017.  The petitions were
signed by Derek C. Boudreaux, the CFO.

As of the Petition Date, on a book basis, Montco Offshore had an
aggregate of approximately $265 million in total assets and
approximately $136 million in total liabilities.  MO Contractors
had approximately $84 million in total assets (which are mostly
made up of receivables) and approximately $126 million in total
liabilities.

As of the Petition Date, the Debtors estimated that $5.3 million
was due and owing to holders of prepetition trade claims against MO
Contractors, and $75 million was due and owing to holders of
prepetition trade claims against MO Contractors, not including the
intercompany obligations.

The cases are assigned to Judge Marvin Isgur.

DLA Piper LLP (US) is serving as the Debtors' bankruptcy counsel,
with the engagement led by Vincent P. Slusher, Esq., David E.
Avraham, Esq., and Adam C. Lanza, Esq.  Blackhill Partners, LLC, is
the Debtors' financial advisor and investment broker, with Joe
Stone, Todd Heinz, and Tripp Ballard leading the engagement.  BMC
Group, Inc., is the claims and noticing agent.

On March 29, 2017, the Office of the U.S. Trustee appointed an
official committee of unsecured creditors.  Porter Hedges LLP is
serving as counsel to the Creditors Committee, with the engagement
led by John F Higgins, IV, Joshua W. Wolfshohl, and Eric Michael
English.


NAVILLUS TILE: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Navillus Tile, Inc.
           dba Navillus Contracting
        633 Third Avenue, 17th Floor
        New York, NY 10017

Type of Business: Headquartered in New York, Navillus Tile, Inc.
                  is a privately held company in the construction
                  industry.  Founded in 1987, Navillus'
                  accomplishments include the construction of the
                  world's largest memorial waterfalls at the site
                  of Ground Zero, restoration of some of the
                  city's most historical subway stations, and the
                  installation of complex stone and tile work at
                  the legendary Madison Square Garden.  The
                  company also provides cost estimation, value
                  engineering, and project management services.  
                  Navillus is affiliated with Advanced Contracting

                  Solutions, LLC, which sought bankruptcy
                  protection on Nov. 6, 2017 (Bankr. S.D.N.Y. Case

                  No. 17-13147).

                  Web site: http://navillusinc.com

Chapter 11 Petition Date: November 8, 2017

Case No.: 17-13162

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

Judge: Hon. Sean H. Lane

Debtor's Counsel: Elizabeth Aboulafia, Esq.
                  CULLEN AND DYKMAN LLP
                  100 Quentin Roosevelt Boulevard, Suite 402
                  Garden City, NY 11530
                  Tel: 516-296-9124
                  Fax: 516-357-3699
                  E-mail: eaboulafia@cullenanddykman.com

                    - and -

                  Nathan C. Dee, Esq.
                  CULLEN AND DYKMAN, LLP
                  100 Quentin Roosevelt Blvd
                  Garden City, NY 11530-4850
                  Tel: (516) 357-3700
                  Fax: (516) 393-8282
                  E-mail: ndee@cullenanddykman.com

Estimated Assets: $100 million to $500 million

Estimated Debt: $100 million to $500 million

The petition was signed by Donal O'Sullivan, chief executive
officer.

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

          http://bankrupt.com/misc/nysb17-13162.pdf

Debtor's List of 20 Largest Unsecured Creditors:

   Entity                          Nature of Claim    Claim Amount
   ------                          ---------------    ------------
ACS System Associates, Inc.         Subcontractor         $330,023
160 W. Lincoln Avenue
Mount Vernon, NY 10550

Barbara J. Sales                        Vendor            $379,568

126 Venango Ct.
New Kensington, PA 15068

Carpenters Funds - T. Kennedy          Judgment        $27,975,082
c/o Kennedy, Jennik & Murray
113 University Place
New York, NY 10003

Cement Workers                         Judgment        $21,926,409
Fds -T. Kennedy
c/o Kennedy Jennik & Murray
113 University Place
New York, NY 10003

CFS Steel Company                       Vendor          $1,147,799
P.O. Box 7777
Philadelphia, PA
19175-0341

Construction Risk Partners, LLC      Professional       $1,633,791
1250 Route 28, Suite 201               Services
Branchburg, NJ 08876

DEI                                 Subcontractor         $417,978
151 21st Street
Brooklyn, NY 11232

Doka USA, Ltd.                          Vendor            $478,577
214 Gates Road
Little Ferry, NJ 07643

E. Fitzgerald Electric Co           Subcontractor         $688,344
633 3rd Avenue, 17th Fl.
New York, NY 10017

Ferrara Bros.                           Vendor            $575,309
P.O. Box 419248
Boston, MA
02241-9248

J-BAR Reinforcement, Inc.           Subcontractor         $456,147
46 Edgemere Avenue
Greenwood Lake, NY 10925

Local 282 Funds                        Judgment         $1,885,012
c/o Trivella & Forte LLP
1331 Mamaroneck
Ave., Ste 170
White Plains, NY 10605

Local 46                               Judgment        $20,483,070
Funds-Attn:T. Kennedy
c/o Kennedy, Jennik & Murray
113 University Place
New York, NY 10003

Local 780 Funds-Att-T. Kennedy         Judgment         $3,953,158
c/o Kennedy, Jennik & Murray
113 University Place
New York, NY 10003

Meco Electric Co., Inc.              Subcontractor        $376,071
56 West Street
Staten Island, NY 10310

Morrow Equipment Comp LLC                Vendor           $338,976
P.O. Box 3306
Salem, OR 97302

Peri Formwork Systems Inc.               Vendor           $232,001
62149 Collection
Center Drive
Chicago, IL
60693-0621

PMC Rebar Inc                         Subcontractor       $676,254
47 Woodchuck
Hollow Court
Port Jefferson, NY
11777

Stillwell Supply Corp.                    Vendor          $315,367
44-68 Vernon Blvd.
Long Island City, NY
11101

Varsity Plumbing & Heating Inc.       Subcontractor       $312,127
31-99 123rd Street
Flushing, NY 11354


NAVILLUS TILE: NY Contractor Files After Losing $76MM Case
----------------------------------------------------------
Navillus Tile Inc., a major New York construction contractor,
sought Chapter 11 bankruptcy protection, after it was recently hit
with a $76 million judgment for avoiding paying union fund benefits
by doing work under the guise of alter ego companies.

On average, Navillus has gross annual income of approximately $180
million.  In the 2016 calendar year, Navillus had gross contract
revenues of approximately $240 million.

As of the Petition Date, Navillus employed more than 700
individuals, including approximately 640 individuals to provide
labor in connection with approximately 68 open construction
projects and approximately 65 individuals at the management level
and to provide home office support.  The level of field labor
varies depending on the volume of open construction projects, and
Navillus employs up to approximately 1,600 field laborers during
peak times.

Navillus is party to collective bargaining agreements with
approximately 18 trade unions in New York.  Navillus is one of the
largest contributors to union funds in the New York metropolitan
area, having contributed more than $172 million to the New York
union funds in the last five years alone.

               District Court Litigation With Unions

Over the course of the past three years, Navillus has defended a
lawsuit in the United States District Court for the Southern
District of New York (the "District Court") brought by five union
pension and welfare benefit funds (the "Union Plaintiffs") against
Navillus and other defendants in the consolidated action styled as
Moore, et al. v. Navillus Tile, Inc., et al. and Gesualdi, et al.
v. Navillus Tile, Inc., et al. (Lead Case No. 14-cv-08326).  The
District Court Action has resulted in substantial litigation costs
and a $76 million judgment (the "Judgment") entered against
Navillus on Sept. 22, 2017.  Navillus strongly believes that the
Judgment was wrongly decided and has appealed (the "Appeal") the
Judgment to the United States Court of Appeals for the Second
Circuit (the "Second Circuit") where it intends to pursue its
appellate remedies to overturn or, at the very least, substantially
reduce, the Judgment.

Navillus cannot afford pay the Judgment and maintain its ongoing
operations.  While Navillus has assets, many of its assets are in
the form of work in progress on open construction projects as well
as future contract revenues that are not capable of being
liquidated.  Navillus has exhausted all available remedies to
address this issue outside of a bankruptcy filing.

On Sept. 30, 2017, Navillus moved for an emergency stay of the
Judgment pending Appeal in the Second Circuit.  Oral argument was
held before a three-judge panel of the Second Circuit and, on Oct.
31, 2017, the Second Circuit issued an order denying Navillus'
motion for a stay of execution of the Judgment.

Consequently, on Nov. 1, 2017, the Union Plaintiffs served
restraining notices on the Debtor's bank accounts, resulting in the
freezing of Navillus' bank accounts and bringing operations to a
halt.  On Nov. 2, 2017, the U.S. Marshal levied the Debtor's bank
accounts to satisfy approximately $1.8 million of the Judgment held
by one of the Union Plaintiffs.

Accordingly, Navillus filed a chapter 11 case.

                Events Leading to Chapter 11 Filing

Donal O'Sullivan, the CEO, explains that outside of chapter 11,
because no consensual or judicial stay was in place, the Union
Plaintiffs commenced with execution on the Judgment upon entry of
the order of the Second Circuit denying Navillus' motion for an
emergency stay of the Judgment pending Appeal.  Given the size of
the Judgment, a precipitous foreclosure by the Union Plaintiffs in
the District Court Action would pose a serious threat to Navillus'
long-term viability to the detriment of all of its constituencies,
including its 700 employees.

In addition, the Judgment has led to numerous issues on Navillus'
two largest open construction projects.  On Oct. 3, 2017 and
October 5, 2017, Tishman Construction Corporation of New York
("Tishman"), in its capacity as construction manager on Navillus'
two largest construction projects -- One Vanderbilt and Manhattan
West (the "Tishman Projects"), respectively, issued notices of
default and termination to Navillus based on its determination that
the Judgment rendered Navillus insolvent.  These two projects, with
a combined contract value of over $279 million and over $190
million in work in progress remaining as of the Petition Date,
account for approximately 40% of Navillus' current work in progress
as of the Petition Date.

Following the issuance of termination letters, on October 5, 2017,
Tishman directed Navillus to continue working on the Tishman
Projects to facilitate an orderly transition of the work to
Liberty. While Navillus contests the propriety of the terminations,
it agreed to continue working on the Tishman Projects pursuant to
the terms of transition work agreements while Tishman, Liberty and
Navillus entered into negotiations regarding the completion of work
on the Tishman Projects.

As a part of these negotiations, Tishman requested that Liberty
provide Navillus with backstop financing to continue the progress
of work on the Tishman Projects.  Navillus and Liberty thereafter
engaged in negotiations regarding the terms of a Financing
Agreement pursuant to which Liberty has agreed to provide Navillus
with financing in an amount of up to $135 million to allow Navillus
to continue to perform work on all of its open construction
projects that are bonded by Liberty.  Navillus anticipates
finalizing the terms of the Financing Agreement and submitting such
agreement to the Court for approval in the coming days.

Accordingly, absent the protections of chapter 11, Navillus is at
risk of having its assets depleted and losing the contracts that
comprise its sole source of revenues.  This chapter 11 filing seeks
to protect the value of Navillus' business for all of its
constituencies -- including the trade creditors that continue to
supply materials, equipment and other goods and services to
Navillus in connection with its open construction projects, as well
as the Union Plaintiffs.

After careful consideration, and after exhausting all available
remedies outside of a chapter 11 filing, Navillus has determined
that it requires the protection offered by chapter 11.

Navillus intends to expeditiously pursue the Appeal in the Second
Circuit and use the chapter 11 process to reorganize its operations
in an orderly fashion and develop a reorganization plan that will
preserve its value as a going concern for its creditors and
interest holders.  Even if the Appeal is successful and the
Judgment is vacated or substantially reduced, Navillus will still
need to reorganize through chapter 11 to address the issues that
have arisen with Tishman and Liberty with respect to the Tishman
Projects.

                 Chapter 11 Reorganization

According to Mr. O'Sullivan, while in Chapter 11 Navillus intends
to continue operating and to file a plan of reorganization through
which it will repay its obligations so that it may continue working
on its backlog of future construction projects and serving as a
significant union employer in the New York construction market.
Navillus believes that based on the current valuation of its
assets, there will be funds sufficient to make a distribution to
unsecured creditors.

As part of its reorganization strategy, Navillus has determined
that it would be in the best interest of the company and its estate
to employ Glass Ratner ("GR") to provide a chief restructuring
officer and related support to Navillus to assist it with its
reorganization strategy.

Accordingly, on the Petition Date, Navillus retained GR and Dan
Scouler, Sr. has been designated as Navillus' chief restructuring
officer.

                         First Day Motions

To preserve the value of the business, Navillus' immediate
objective is to maintain a business-as-usual atmosphere during the
pendency of this chapter 11 case with as little additional
interruption or disruption to the Navillus' business operations as
possible.  The Debtor has filed motions to (a) pay prepetition
employee obligations and continue performing under the collective
bargaining agreements; and (b) maintain their existing bank
accounts.

A copy of the affidavit in support of the first-day motions is
available at:

   http://bankrupt.com/misc/Navillus_7_1st_Day_Affidavit.pdf

                       About Navillus Tile

Navillus Tile Inc., is one of the largest subcontractors and
general contractors in New York, specializing as a high-end
concrete and masonry subcontractor on large private and public
construction projects in the New York metropolitan area.  Navillus
works closely with many of New York's most prominent architects,
builders, owners, government agencies and institutions and is
pre-qualified by numerous commercial and government agencies.

Navillus operates its business from a midtown Manhattan
headquarters which it has leased since 2015.

Donal O'Sullivan, which founded the business with his brothers, is
the sole director, president and chief executive officer of
Navillus.

Navillus Tile filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y. Case
No. 17-13162) on Nov. 8, 2017, estimating $100 million to $500
million in assets and debt.   Judge Sean H. Lane is the case judge.
Cullen and Dykman LLP is the Debtor's counsel.


NORTHEAST ENERGY: Unsecureds to be Paid 90% Under Exit Plan
-----------------------------------------------------------
General unsecured creditors of Northeast Energy Management, Inc.,
will be paid 90% of their claims under the company's proposed plan
to exit Chapter 11 protection.

Under the proposed plan of reorganization, creditors holding
allowed Class 18 general unsecured claims in the total amount of
$1,701,663, will receive a distribution of 90% of their claims.

General unsecured claims will be paid from the proceeds of the sale
of the business assets that are being held in a plan "fund."  Class
18 is impaired under the plan.

The sources of funding for the plan include excess insurance
proceeds after payment of secured claims, proceeds of insurance
coverage from RLI Insurance and Travelers Insurance Co., and the
proceeds from the auction sale of Northeast Energy's business
assets.   

All funds are being held in a plan fund, according to Northeast
Energy's disclosure statement filed on Oct. 26 with the U.S.
Bankruptcy Court for the Western District of Pennsylvania.

A copy of the disclosure statement is available for free at
http://bankrupt.com/misc/pawb17-70032-306.pdf

                About Northeast Energy Management

Northeast Energy Management, Inc. operated as a service company for
the oil and natural gas industry in Southwestern Pennsylvania and
the Appalachian region of West Virginia.  It was founded in 1988 by
William Gregg, Paul Ruddy, Michael Melnick and John Pisarcik, the
principal owners of its sole shareholder, Interstate Gas Marketing,
Inc.

The Debtor filed a Chapter 11 petition (Bankr. W.D. Pa. Case No.
17-70032) on Jan. 16, 2017.  The petition was signed by Paul G.
Ruddy, secretary.  In its petition, the Debtor estimated $1 million
to $10 million in both assets and liabilities.  

The Hon. Jeffery A. Deller presides over the case.  Michael J.
Henny, Esq., at the Law Office of Michael J. Henny, serves as
bankruptcy counsel.

On May 30, 2017, the Debtor filed a Chapter 11 plan of
reorganization and disclosure statement.


ODEBRECHT OLEO: Files Chapter 15 After $5B Plan Okayed in Brazil
----------------------------------------------------------------
Odebrecht Oleo e Gas S.A. and 10 other entities owned by Brazilian
engineering conglomerate Odebrecht SA, have sought Chapter 15
bankruptcy protection in the United States to seek U.S. court
recognition of reorganization plans approved in extrajudicial
reorganization proceedings in the Federal Republic of Brazil.

Based in Rio de Janeiro, Brazil, OOG is a part of the Odebrecht
Group and was incorporated in Brazil in 2006 to house the Odebrecht
Group's oil field services activities after several decades of
operations under the conglomerate.

On its most recent financial report, OOG disclosed an aggregate
amount of indebtedness of R$14.3 billion on its balance sheet as of
Dec. 31, 2016. The Debtors have issued: (1) US$1.500 billion of
6.35% Senior Secured Notes due 2021 under an indenture with
Deutsche Bank Trust Company Americas as trustee; (2) US$1.690
billion of 6.75% Senior Secured Notes due 2022 under an indenture
with Bank USA, National Association, as trustee, and (3) US$580
million of 6.625% Senior Secured Notes due 2022 under a
supplemental indenture with U.S. Bank as trustee.  Additionally,
US$550 million of unsecured perpetual notes were issued by
Odebrecht Oil & Gas Finance Limited ("OOFL") with OOG as guarantor
and Wilmington Savings Fund Society (as successor to HSBC Bank USA,
National Association) as the indenture trustee.

Rogerio Luis Murat Ibrahim, CFO of OOG, explains that OOG's
financial distress stems from general market conditions, the global
crisis facing the oil and gas industry and variations in real
exchange rates over the past years. Between 2010 and 2014, the
price of oil varied between US$75 and US$110 per barrel, increasing
the incentives for the construction and operation of drilling rigs
throughout the world and, consequently, increasing the maintenance
costs in U.S.-dollars terms for the Drilling Rigs.

In response to its liquidity crisis, the OOG Group took steps to
restructure its liabilities through negotiations with its main
creditors, which include certain holders of the 2021 Notes and 2022
Notes (the "Ad Hoc Group"), along with their financial and legal
advisors, Houlihan Lokey, Inc., and Cleary Gottlieb Steen &
Hamilton LLP.

On May 23, 2017, the Debtors jointly filed petitions for the
commencement of reorganization cases with the Brazilian Court and
concurrently submitted proposed reorganization plans.

The Brazilian Court on Oct. 19, 2017, approved reorganization plans
that provide that (i) holders of 2021 notes totaling US$1.096
billion (as of May 5, 2017) and 2022 notes totaling US$1.901
billion will receive replacement notes secured by the same
collateral; (ii) holders of Exchanged Financial Claims totaling
R$6.223 billion will receive new dollar-denominated perpetual,
convertible participating titles issued by OOFL with a guarantee
from OOG.

The Financial Claims include the Perpetual Notes, and other claims
relating to (a) letters of credit with a counter-guarantee provided
by OOG and/or OOG GmbH issued in connection with the collateral for
the 2021 Notes and amounts drawn by (i) Citibank N.A. and (ii)
Swiss Re International SE, through its Zurich Contact Office for
International Business comprising an aggregate outstanding amount
of US$101,776,960 as of May 5, 2017 (the "2021 LC Reimbursement
Claim") (b) letters of credit with a counter-guarantee provided by
OOG and/or OOG GmbH issued in connection with the collateral for
the 2022 Notes and amounts drawn by (i) Swiss Re, (ii) Credit
Agricole Corporate and Investment Bank and (iii) ING Bank N.V.
("ING Bank " and together with Citibank, Swiss Re and Credit
Agricole, the "LC Providers") comprising an aggregate outstanding
amount of US$175,132,040 as of May 5, 2017 (the "2022 LC
Reimbursement Claim" and together with the 2021 LC Reimbursement
Claim, the "LC Reimbursement Claims"); (c) claims arising from
financial markets transactions held by (i) Banco do Brasil S.A.,
through its large corporate agency (RJ), (ii) Banco do Brasil S.A.,
New York Branch, (iii) Banco Bradesco S.A. and (iv) Banco Bradesco
S.A., Grand Cayman Branch (collectively, the "Banks") comprising an
aggregated amount of US $273.1 million and R$867.2 million as of
May 5, 2017 (the "Bank Claims"); (d) claims comprising an aggregate
amount of US$345,000,000 held by the holders of 2021 Notes against
OOG in connection with the termination of that certain Equity
Support Agreement dated as of Nov. 18, 2010 executed by and between
OOG, Odebrecht S.A., ODN VIII, OOSL and the 2021 Trustee, as
amended, and the cancellation of the promissory notes related to
funds provided to OOG to support activities during the financial
downturn by the holders of the 2021 Notes (the "ESA Termination
Claims"); and (e) claims comprising an aggregate amount of
US$230,000,000 held by holders of the 2022 Notes against OOG, in
connection with the termination of that certain Undertaking
Agreement dated as of Aug. 6, 2013 among OOG and the 2022 Trustee,
as amended on Feb. 24, 2014, and the cancellation of the promissory
notes related to new funds provided to OOG to support activities
during the financial downturn by the holders of the 2022 Notes (the
"Undertaking Termination Claims" and together with the Perpetual
Notes, LC Reimbursement Claims, Bank Claims and ESA Termination
Claim, the "Financial Claims").  The "Exchanged Financial Claims"
means all Financial Claims other than the LC Reimbursement Claims
of the Adhering LC Providers.

Project Noteholders representing 69.0% in aggregate principal
amount of the 2021 Notes, 63.5% in aggregate principal amount of
the 2022 Notes and 69.7% of the Financial Claims voted to support
the Brazilian Reorganization Plans.

Because of this significant creditor support, the Brazilian Court
overruled two minimal challenges filed by two of the Debtors'
creditors, Credit Agricole and Citibank, and confirmed the
Brazilian Reorganization Plans.

The Brazilian Reorganization Plans are a significant step towards
restructuring the OOG Group and resolving the issues with its
creditors.

The Debtors have determined, in consultation with the Trustees and
the Ad Hoc Group, that the Chapter 15 Cases are necessary to avoid
potentially irreparable harm to the Debtors' creditors and
businesses and to facilitate the Foreign Proceeding by ensuring
that creditors cannot attempt to circumvent the Foreign Proceeding
by taking action against the Debtors in the United States.

The Petitioner requests an immediate stay of potential proceedings
against the Debtors in the United States and to obtain the
cooperation of the Trustee and the Depository Trust Company (the
"DTC") in effecting the terms of the Brazilian Reorganization Plans
in the United States by (a) obtaining the Court's recognition of
the Foreign Proceeding as a foreign main proceeding and (b)
recognizing and enforcing the Brazilian Reorganization Plans in the
United States.

                    About Odebrecht Oil & Gas

Based in Rio De Janeiro, Brazil, Odebrecht Oleo e Gas S.A. is a
part of the Odebrecht Group and was incorporated in  Brazil in 2006
to house the Odebrecht Group's oil field services activities after
several decades of operations under the conglomerate Odebrecht Oil
& Gas renders services related to the charter and operation of
drilling rigs, floating production storage and offloading  units
(the "FPSOs") and pipe-laying support vessels (the "PLSVs"), as
well as maintenance activities in the oil and gas industry in
Brazil.  Petroleo Brasileiro S.A. ("Petrobras ") is the main client
and business partner of the OOG Group.

On May 23, 2017, OOG and its affiliates jointly filed petitions
before the 4th Commercial Court of the State of Rio de Janeiro in
the Federative Republic of Brazil for the commencement of
extrajudicial reorganization cases.  The Brazilian Court on Oct.
19, 2017, approved Debtors' reorganization plans.

OOG and 10 affiliates filed Chapter 15 cases (Bankr. S.D.N.Y. Lead
Case No. 17-13130) in Manhattan, in the United States on Nov. 3,
2017, to seek recognition of the Brazilian proceedings.  Rogerio
Luis Murat Ibrahim, CFO of OOG, signed the Chapter 15 petitions.

Law firm E. Munhoz Advogados, led by founding partner Eduardo
Secchi Munhoz, has been advising OOG in all legal aspects of its
reorganization since February 2016.

The Hon. James L. Garrity Jr. is the case judge in the U.S. case.
Davis Polk & Wardwell LLP represents OOG in the U.S. cases.


OI SA: Creditors Present Revised Restructuring Plan Term Sheet
--------------------------------------------------------------
The Steering Committees of the International Bondholder Committee
(the "IBC") and the Ad Hoc Group (the "AHG") of bondholders (the
"Oi Creditor Groups") of Oi S.A. and its affiliates (collectively,
the "Company" or the "Oi Group") on Nov. 6 announced that, as
disclosed by the Company on November 6, 2017, the Oi Creditor
Groups, together with the committee of export credit agencies,
facility agents and banks (ECAs) represented by FTI Consulting (the
"ECAs"), transmitted a revised term sheet to the Company for
alternative plan(s) of reorganization for the Oi Group (the
"Revised Creditor Term Sheet").  

Unfortunately, notwithstanding the fact that the Revised Creditor
Term Sheet was developed specifically to reflect the feedback of
the Oi Group's senior management, the majority of the Company's
board of directors summarily rejected the Revised Creditor Term
Sheet in the middle of the negotiations, proving once more that
they are driven by the objective of enhancing the interests of
existing shareholders, to the detriment of the best interests of
the Company and its other stakeholders.  This confirms yet again
that a majority of the Company's board of directors is blatantly
conflicted.

Instead of carefully considering the Revised Creditor Term Sheet,
as their fiduciary duties would demand, a majority of the Company's
board of directors proceeded to summarily appoint two new executive
officers that are also board members, which constitutes an
outrageous violation of corporate governance standards.  It is
obvious that such new officers were appointed in order to undermine
and circumvent the efforts of the Oi Group's senior management to
negotiate fair restructuring plan(s) and instead cater to the
interests of the Company's minority shareholders exerting control.

In addition, a majority of the Company's board of directors also
approved a plan support agreement and term sheet (see the Company's
November 4, 2017 Notice to the Market) (the "November 4 Notice")
(the plan support agreement and term sheet together, the
"Shareholder Plan").  Although the terms of the Shareholder Plan as
approved by the board are not yet public, previously public
versions of the Shareholder Plan make clear that it is backed by
the minority shareholders exerting control in an attempt to
preserve their equity position, and attempt to do so by enlisting
what the Oi Creditor Groups understand to be only a handful of
insignificant holders that also hold equity and who are seeking
exorbitant fees at the time the transaction inevitably fails.
Moreover, the conflicted, insignificant holders supportive of the
Shareholder Plan have thus far refused to be identified since they
first began negotiating in secret with the Company's minority
shareholders exerting control.  Accordingly, the Shareholder Plan
lacks creditor support, is irresponsible and doomed to lead to a
costly waste of corporate resources.

Moreover, the criticisms of the Revised Creditor Term Sheet in the
November 4 notice are unfounded. By way of example:

   -- Contrary to the assertions in the November 4 Notice, the
Revised Creditor Term Sheet provides for identical treatment for
all bondholders on account of their bond claims, and simply
provides for incremental compensation for those willing to commit
capital for an extended period of time.

   -- Regarding the purported criticism that the Revised Creditor
Term Sheet is conditioned on a new regulatory regime, this is
misleading -- the Revised Creditor Term Sheet is not predicated on
a regime change but rather regulatory adjustments to allow the
Company to remain competitive and viable in the long term.

     -- In response to the criticism that the Revised Creditor Term
Sheet is nonbinding, this criticism is misplaced—the Company's
management is aware that the Oi Creditor groups are prepared to
enter into appropriate plan support agreements expeditiously, as
indicated in the Revised Creditor Term Sheet itself (and all prior
term sheets).  The status of negotiations simply reflects the
bad-faith delaying tactics dictated by the majority of the
Company's board of directors.

Further, as noted above, the members of the Oi Creditor Groups, who
have at every stage reiterated their willingness to make
substantial contributions by converting a significant portion of
their debt into equity and contributing considerable new money
(provided that the burdens of the restructuring are equitably
shared, adequate governance arrangements are put into place and
other reasonable conditions precedent are met), have in excess of
US$370 billion of assets under management and more than sufficient
assets to provide the full capital raise.  The identities of the
members of the Steering Committees of the IBC and the AHG are well
known to the Company as they have signed NDAs with the Company. The
Steering Committees are comprised of the following entities: (i)
Aurelius Capital Management, LP, (ii) Canyon Capital Advisors LLC,
(iii) Citadel Equity Fund Ltd, (iv) York Capital Management Global
Advisors LLC, (v) Benefit Street Partners LLC, (vi) Brookfield
Credit Opportunities Master Fund, L.P., (vii) GoldenTree Asset
Management LP, and (viii) Redwood Master Fund, LTD. Such entities
have individualized their claims and can vote approximately US$3.3
billion in the aggregate at the upcoming creditors meeting, and
together with the ECAs (who also supported the Revised Creditor
Term Sheet, and have total claims in excess of US$900 million), the
total amount of claims represented by the Steering Committees and
the ECAs is more than US$4.2 billion. Additionally, adding other
claims from members that are not part of the Steering Committees of
the AHG and IBC, total claims reach approximately R$22 billion.

The Revised Creditor Term Sheet, which was transmitted to the
Company on October 26, 2017, was the result of five days of
meetings in New York between the members of the Steering Committees
and the Company's senior management and legal and financial
advisors.  Attending the meetings on behalf of the IBC and the AHG
were representatives from the firms identified in this press
release.  The advisors to the ECAs also participated in the
meetings.

The Revised Creditor Term Sheet was based on the Oi Group's updated
business plan and addresses the feedback provided by the Company's
senior management to the Oi Creditor Groups' prior creditor term
sheet (which was provided to the Company on October 2, 2017 and
made public on October 13, 2017).  The Oi Creditor Groups believe
that the plan(s) contemplated by the Revised Creditor Term Sheet
(the "Revised Creditor Plan(s)") are in the best interest of the Oi
Group and all its various stakeholders.  In particular, the Revised
Creditor Plan(s) would, among other things, provide for the
following:

   -- New Capital Commitments and Sustainable Business Plan: The
Revised Creditor Plan(s) provide for a fully backstopped capital
increase for the Oi Group in an aggregate amount of R$4 billion,
which funding would allow the Oi Group to properly address all of
its projected capital expenditures and other investment needs,
which are essential for the Oi Group's long-term growth.

   -- Equitable Treatment among Stakeholders: The Revised Creditor
Plan(s) provide equitable treatment among unsecured financial
creditors, ensuring its legal viability and providing a path for
the prompt implementation of the Revised Creditor Plan(s) and the
capital increase.  The Revised Creditor Plan(s) also enable the
existing shareholders to retain 12% of the equity of the
reorganized company before dilution for the new money and to
participate in the capital increase.

   -- Cash Flow Options For the Company: With respect to the
restructured bond debt, the Revised Creditor Plan(s) provide the
Company with the option of electing between a lower cash-payable
interest rate or a higher interest rate with a portion of the
payment deferred in time, depending on management's views as to the
most efficient use of the Company's cash.

   -- Governance Reforms: The Revised Creditor Plan(s) also
contemplate mechanisms to ensure that the Oi Group adheres to the
highest and best corporate governance practices.

   -- Ample Creditor Support: The Revised Creditor Plan(s) would
likely be supported by a majority of Class III creditors for each
of the Debtors, allowing the Oi Group to quickly receive creditor
approval for the Revised Creditor Plan(s) and minimizing the risk
of litigation challenging the plan and respective implementation.

   -- Enforceable in All Relevant Jurisdictions: The Revised
Creditor Plan(s) are structured to comply with the law of all
relevant foreign jurisdictions and would therefore likely receive
quick approval in all relevant jurisdictions.

Notwithstanding the disturbing behavior by a majority of the
Company's board of directors at the behest of its minority
shareholders exerting control, the Oi Creditor Groups are planning
to meet with senior management of the Company and other
stakeholders this week in an effort to continue discussions.  The
Oi Creditor Groups remain committed to working with all
stakeholders toward an expedient and consensual restructuring that
provides long-term solutions for the Oi Group's financial and
operational issues.

                         About Oi SA

Headquartered in Rio de Janeiro, and operating almost exclusively
within Brazil, the Oi Group provides services like fixed-line data
transmission and network usage for phones, internet, and cable,
Wi-Fi hot-spots in public areas, and mobile phone and data
services, and employs approximately 142,000 direct and indirect
employees.

On June 20, 2016, pursuant to Brazilian Law No. 11.101/05 (the
"Brazilian Bankruptcy Law"), Oi S.A. and certain of its
subsidiaries filed for recuperao judicial (judicial reorganization)
in Brazil.

On June 21, 2016, OI SA and its affiliates Telemar Norte Leste S.A.
and Oi Brasil Holdings Cooperatief U.A. commenced Chapter 15
proceedings (Bankr. S.D.N.Y. Lead Case No. 16-11791).  Ojas N.
Shah, as foreign representative, signed the petitions.

Coop and PTIF are also subject to proceedings in the Netherlands.

The Chapter 15 cases are assigned to Judge Sean H. Lane.

In the Chapter 15 cases, the Debtors are represented by John K.
Cunningham, Esq., and Mark P. Franke, Esq., at White & Case LLP, in
New York; and Jason N. Zakia, Esq., Richard S. Kebrdle, Esq., and
Laura L. Femino, Esq., at White & Case LLP, in Miami, Florida.

On July 22, 2016, the New York Court recognized the Brazilian
Proceedings as foreign main proceedings with respect to the Chapter
15 Debtors, and granted certain additional related relief.


OMINTO INC: Errors Found in Previously Issued Financial Statements
------------------------------------------------------------------
Ominto, Inc., said in a Form 8-K filed with the Securities and
Exchange Commission that it decided to file amendments to its
previously issued quarterly reports to correct certain errors.

Upon the recommendation of the Audit Committee of Ominto, the Board
of Directors of the Company determined that the condensed
consolidated financial statements for (i) the quarter ended Dec.
31, 2016, included in the Company's quarterly report on Form 10-Q
filed on Feb. 14, 2017, and (ii) the quarter ended March 31, 2017,
included in the Company's quarterly report on Form 10-Q filed on
May 16, 2017, should no longer be relied upon.

The Board based its determination not to rely upon the financial
statements contained in the Reports on the financial impact of
treasury stock involved in the Company's December 2016 share
exchange agreement with Lani Pixels, on certain sales incentives
made in the form of equity awards to non-employees and on other
equity issuances made to employees.

The Audit Committee has discussed the errors in the Reports with
the Company's independent auditors, Friedman, LLP and determined
that those errors were material.

                        About Ominto, Inc.

Ominto, Inc. -- http://inc.ominto.com/-- is a global e-commerce
company and pioneer of online Cash Back shopping, delivering
value-based shopping and travel deals through its primary shopping
platform and affiliated Partner Program websites.  At DubLi.com or
at Partner sites powered by Ominto.com, consumers shop at their
favorite stores, save with the best coupons and deals, and earn
Cash Back with each purchase.  The Ominto.com platform features
thousands of brand name stores and industry-leading travel
companies from around the world, providing Cash Back savings to
consumers in more than 120 countries.  Ominto's Partner Programs
offer a white label version of the Ominto.com shopping and travel
platform to businesses and non-profits, providing them with a
professional, reliable web presence that builds brand loyalty with
their members, customers or constituents while earning commission
for the organization and Cash Back for shoppers on each
transaction.

Ominto reported a net loss of $10.30 million for the year ended
Sept. 30, 2016, and a net loss of $11.69 million for the year ended
Sept. 30, 2015.  As of March 31, 2017, Ominto had $68.62 million in
total assets, $48.03 million in total liabilities and $20.58
million in total stockholders' equity.


PETE ENTERPRISES: U.S. Trustee Unable to Appoint Committee
----------------------------------------------------------
The Office of the U.S. Trustee disclosed in a court filing on Nov.
2 that no official committee of unsecured creditors has been
appointed in the Chapter 11 case of Pete Enterprises, Inc.

Headquartered in Cleveland, Ohio, Pete Enterprises, Inc., filed for
Chapter 11 bankruptcy protection (Bankr. N.D. Ohio Case No.
17-15807) on Oct. 2, 2017, estimating its assets and liabilities at
between $100,001 and $500,000 each.  Glenn E. Forbes, Esq., at
Forbes Law LLC serves as the Debtor's bankruptcy counsel.


PHOENIX OF TENNESSEE: Wants to Enter into Agency Contract with GBCI
-------------------------------------------------------------------
Phoenix of Tennessee, Inc., asks the U.S. Bankruptcy Court for the
Middle District of Tennessee to authorize it to enter into Agency
Agreement with Gordon Brothers Commercial & Industrial, LLC
("GBCI") and Ritchie Bros. Auctioneers (America) Inc., as Agent, to
sell some or all of the Debtor's assets.

The Debtor asks that the Court sets a hearing on the Motion for
Nov. 28, 2017 at 9:00 a.m.

Tortola Advisors, LLC began assisting Debtor prior to the Petition
Date.  Tortola's work for the Debtor is being paid for through the
use of non-Debtor assets.  During 2014, two very large clients
cancelled all of their ongoing orders from Phoenix with limited
notice.  Phoenix had not expected this turn of events, as this was
the first time any such event had occurred with these clients. By
early 2015, Phoenix had to close most of the newly opened offices.

Over the past six months, Phoenix, with the help of Tortola, has
sought to reduce its overhead expenses and operating costs, in the
hopes of paying down its long-term debt and emerging a stronger,
more streamlined company.

Upon filing for Chapter 11, Phoenix began an intensive analysis as
to the scope and viability of its operations.  Unfortunately, due
to the debt service burden now facing the enterprise, Phoenix now
faces the need to sell its assets not subject to leases or purchase
money security interests in order to begin satisfying its debt
obligations and provide some breathing room for Debtor to propose a
plan.  The Debtor has conferred and worked closely with Pinnacle
Bank, its primary secured lender, throughout this process.

Prior to the Debtor's decision to market and sell its rolling
stock, its operating location, which was owned by a related
non-debtor entity, was placed under contract for sale to an
unaffiliated third party. That sale is scheduled to close by Nov.
9, 2017, which sale will leave the Debtor without an operating
location or place to store its equipment.  Accordingly, it has
undertaken to significantly pair down its operations and any need
to have office staff or rolling stock or equipment stored on a
lot.

Throughout the month of October, the Debtor and Tortola undertook
to find (i) financial investors; (ii) parties interested in
purchasing Debtor’s business as a going concern; and (iii)
parties interested in purchasing some or all of the Debtor's
assets.  The Debtor, through Tortola, was approached with multiple
expressions of interest and only a few hard bids.  After analyzing
all possible options, the Debtor has decided that the best option
for it is to enter into the transaction with GBCI and Ritchie
Bros., as Agent, to sell the Assets on the terms set forth in the
Agency Agreement.

The Agency Agreement includes terms and conditions for the Agent to
act as the Debtor's exclusive agent to conduct sales of certain of
the Debtor's assets, including, without limitation, certain motor
vehicles and related equipment, which terms and conditions are set
forth in the Agreement.

In exchange for serving as Agent, the Agent has guaranteed the
Debtor a minimum guaranteed payment of $365,000, which will be paid
upon closing the transaction.  The Debtor will continue to retain
title to the Assets until those Assets are sold at auction or as
otherwise directed by the Agent, with all proceeds in excess of
$365,000 to be the property of the Agent.

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

     http://bankrupt.com/misc/Phoenix_of_Tennessee_73_Sales.pdf

The Debtor asks that the Court orders and directs any party wishing
to make a competing bid to that of Agent, whether such bid is a
competing agency agreement or asset purchase agreement, will do so
no later than 5:00 p.m. on Nov. 24, 2017.

If any timely competing bids are received, the counsel for the
Debtor will conduct a bid conference prior to the hearing on the
Sale Motion on Nov. 28, 2017 at 9:00 a.m.  In the event another
party other than the Agent is the Successful Bidder for the
Debtor's Assets, subject to the terms of the Agreement, the Debtor
has agreed to pay a Breakup Fee to the Agent in the amount of
$25,000, plus the Agent's due diligence and legal fees and expenses
up to a maximum amount of $25,000, plus the accrued and accruing
amounts owed to Richie Bros. for storage of the Debtor's Assets.

The Expense Reimbursement is not intended as liquidated damages,
and will be calculated based on the Agent's actual and reasonable
out-of-pocket expenses incurred by the Agent in performance of the
Agent's due diligence investigation, review, research, and analysis
regarding the Debtor's Assets and the negotiations and
documentation of the Agreement.

The Debtor proposes to sell its Assets free and clear of liens,
with all liens to attach to the sale proceeds.

The Debtor has completed a review of all filed UCC-1 liens and
believes that one creditor asserts a lien against the Assets -
Pinnacle Bank, who asserts a valid, perfected blanket lien in all
of its assets.  It proposes to pay to Pinnacle Bank the proceeds
from the transaction contemplated by the Agency Agreement.

The Debtor and its professionals have engaged in discussions with
creditors whereby certain creditors have agreed to take reduced
payments in satisfaction of their claims to facilitate the
transaction contemplated by the Agency Agreement.

The proceeds attributable to the sale of the Assets contemplated by
the Motion will be held in trust for the benefit of the Debtor's
creditors.  Within 14 days after the Sale Termination Date, the
Debtor will file a notice with the Court setting forth the net
funds available for distribution and proposed payoff amounts to its
secured creditors from the proceeds.  To the extent that there are
any disputes concerning the validity and/or priority of any liens
or claims against any asset of the Debtor, or the value thereof,
such disputes will be resolved by the filing of an appropriate
objection to said notice.

Given the interest of the  Debtor and its estate in closing the
transaction by Dec. 1, 2017, as required by the Agency Agreement,
the Debtor asks that the Court orders and directs a waiver of the
14-day stay period so that the Court's Order is effective
immediately upon entry.

Gordon Brothers can be reached at:

          GORDON BROTHERS COMMERCIAL & INDUSTRIAL, LLC
          800 Boylston Street, 27th Floor
          Boston, MA 02199
          Attn: James Burke
          Email: jburke@gordonbrothers.com

GBCI is represented by:

          Kevin Simard, Esq.
          CHOATE HALL & STEWART LLP
          Two International Place
          Boston, MA 02110
          Facsimile: (617) 248-4000
          E-mail: ksimard@choate.com

Ritchie Bros. can be reached at:

          Zac Dalton, Manager
          RITCHIE BROS. AUCTIONEERS (AMERICA) INC.
          4000 Pine Lake Road
          Lincoln, NE 68516

                   About Phoenix of Tennessee

Headquartered in Nashville, Phoenix of Tennessee, Inc. --
http://phoenixoftn.com/-- is a full service telecommunication
construction company that provides comprehensive services and
solutions required to build, enhance, maintain, and audit
telecommunication network infrastructures.

Phoenix of Tennessee filed a Chapter 11 petition (Bankr. M.D. Tenn.
Case No. 17-06102) on Sept. 7, 2017.  The petition was signed by
Kyle D. Waites, its president.  At the time of filing, the Debtor
estimated $100,000 to $500,000 in total assets and $1 million to
$10 million in total liabilities.

The Hon. Marian F Harrison presides over the case.

The Debtor is represented by R. Alex Payne, Esq., at Dunham
Hildebrand, PLLC, as counsel.


PINPOINT WAREHOUSING: Four Creditors Appointed to Creditors' Panel
------------------------------------------------------------------
The Hon. Laura T. Beyer of the U.S. Bankruptcy Court for the
Western District of North Carolina has entered an order appointing
four creditors to serve on the official committee of unsecured
creditors in the Chapter 11 case of Pinpoint Warehousing, LLC.

The committee members are:

     (1) AFK2 Shopton, LLC
         Attn: Zachary H. Smith, Esq.
         Moore & Van Allen, PLLC
         100 N. Tryon Street, Suite 4700
         Charlotte, NC 28202

     (2) G & W Equipment, Inc
         Attn: Lyndon W. Kennedy
         600 Lawton Road
         Charlotte, NC 28216

     (3) Rick Chandler
         4304 SW Flintrock Dr
         Lees Summit, MO 64082

     (4) Southeast Industrial Equipment, Inc.
         Attn: Tina Perkins
         12200 Steele Creek Road
         Charlotte, NC 28273

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

                  About Pinpoint Warehousing

Pinpoint Warehousing, LLC, f/k/a Pinpoint Warehousing, Inc. --
http://goppw.com-- is a privately held full-service warehousing
company based in Charlotte, North Carolina.  With over 30 years of
experience, the Debtor provides streamlined warehousing, contract
packaging, distribution, and order fulfillment processes to a wide
variety of businesses across multiple industries.  Serving Fortune
500, mid-sized, and start up companies, Pinpoint Warehousing offers
total warehousing packages as well as individual services.

Pinpoint Warehousing filed for Chapter 11 bankruptcy protection
(Bankr. W.D.N.C. Case No. 17-31701) on Oct. 17, 2017, estimating
its assets at up to $50,000 and liabilities at between $1 million
and $10 million.  The petition was signed by Harvey Gantt,
president and CEO.

Judge Laura T. Beyer presides over the case.

Richard S. Wright, Esq., at Moon Wright & Houston, PLLC, serves as
the Debtor's bankruptcy counsel.


PJ REAL ESTATE: Plans to Sell Bowie Property to Pay Creditors
-------------------------------------------------------------
PJ Real Estate LLC disclosed in a filing with the U.S. Bankruptcy
Court for the District of Maryland its plan to file a motion to
sell its real property pursuant to section 363(b) of the Bankruptcy
Code.

In its disclosure statement, the company said it does not, at this
stage, intend to propose a formal plan of reorganization but rather
plans on filing a motion to sell its commercial real property in
Bowie, Maryland, in the next two to three months.

The Bowie property, which consists of two units, is presently
listed for sale.  PJ believes each unit is worth between $275,000
and $300,000.

PJ reserves the right, a t this juncture, to file a formal plan of
reorganization should one unit sell at a "fair market price."  It
is likely that the company and M&T Bank, the largest secured
creditor, would work out a consent agreement for such plan, along
with the other secured real property tax creditors, according to
the disclosure statement.

After PJ sells its assets under section 363(b), any surplus left
over after all secured claims are paid in full will be distributed
to each allowed Class 4 general unsecured claim on a pro-rata
basis.  If there is no surplus left, these general unsecured claims
will go unpaid, according to the disclosure statement.

A copy of the disclosure statement is available for free at
http://bankrupt.com/misc/mdb17-18758-39

                    About PJ Real Estate LLC

PJ Real Estate, LLC owns a parcel of commercial real estate in
Bowie, Prince George's County, Maryland.

The Debtor sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. D. Md. Case No. 17-18758) on June 27, 2017.  Paul
Burns, its 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
$1 million.

The John Roberts Law Firm, PC represents the Debtor as bankruptcy
counsel.


PLATFORM SPECIALTY: Moody's Rates New $550MM Unsec. Notes Caa1
--------------------------------------------------------------
Moody's Investors Service assigned a Caa1 rating to Platform
Specialty Products Corporation's proposed $550 million senior
unsecured notes due 2025. The proceeds from the note issuance will
be used to repay the company's existing $500 million senior
unsecured notes due 2021. The proposed transaction is relatively
leverage neutral, but is expected to result in a roughly $20
million reduction in annual interest cost. Platform's B2 corporate
family rating (CFR) and all other instrument ratings are unchanged.
The rating outlook is stable.

"The new notes are expected to remain with Platform after the
proposed separation of the agricultural chemicals business in 2018.
The impact of the separation would be credit positive if the
proceeds raised through a public offering are applied toward debt
reduction, however the exact future capital structure of Platform
is uncertain at this time," said Anastasija Johnson, Vice President
- Senior Analyst at Moody's.

Assignments:

Issuer: Platform Specialty Products Corporation

-- Senior Unsecured Regular Bond/Debenture, Assigned Caa1(LGD5)

RATINGS RATIONALE

Platform's B2 CFR reflects its high leverage as a result of the
acquisition-driven growth strategy but projected positive free cash
flow generation due to the asset-light business model with low
capital requirements. With roughly $5.5 billion of reported debt as
of September 30, 2017 (pro forma for the proposed transaction),
Platform has a significant debt load that currently exceeds its
sales by 1.6 times. Moody's adjustments for pensions, leases and
contingent obligation related to the initial MacDermid acquisition
increase debt to roughly $5.7 billion. Platform's leverage as
adjusted by Moody's stood at roughly 7.4 times in the twelve months
ended September 30, 2017. Given projected earnings improvement and
expectations that all free cash flow will be used to repay debt,
Moody's expect leverage to decline closer to 6 times in 2018 even
without the proposed separation of the agricultural chemicals
business. The company's free cash flow generation is supported by
high margins of above 20% and low capital expenditures requirements
due to the asset-light business model.

The rating also reflects the company's scale, geographic,
operational, product and end market diversity. The company
generates about half of its sales and EBITDA from specialty
chemicals used in electronics, automotive, graphic arts and
offshore oil and gas production and drilling. Some of these markets
are cyclical, which could impact volumes and prices. The other half
of sales and EBITDA are generated from the agricultural chemicals
business which is seasonal and subject to crop price volatility.
Platform enjoys leading positions in several of its markets and
limited exposure to volatile raw materials costs. The rating
reflects the acquisition-driven growth strategy and related event,
financial and integration risks. The company has announced a plan
to list the agricultural business, known as Arysta LifeScience, as
a separate public company in 2018, which could improve financial
credit metrics if the proceeds of the equity raise at Arysta are
used to pay down debt but this strategy still carries an execution
risk. In addition, both the agricultural chemical company and the
remaining specialty chemical company will continue to supplement
organic growth with a measured acquisition approach in existing and
adjacent end-markets. Until the planned separations is completed,
the rating reflects expectations that all free cash flow will be
used to pay down debt and the company will not undertake any
additional debt-financed acquisitions.

The proposed $550 million senior unsecured notes due 2025 are
expected to remain in Platform's capital structure after the
separation of the agricultural business. The notes are guaranteed
by the domestic restricted subsidiaries that guarantee the senior
secured credit facilities. Foreign subsidiaries do not guarantee
the notes. As of September 30, 2017, accounts receivable, inventory
and fixed assets, collectively, for the legal entities that will be
guarantors of the notes totaled approximately $443 million
(including approximately $149 million from the Agricultural
Solutions guarantors), which is approximately 16% of the same class
of company's assets as of September 30, 2017. The amount is derived
from the unaudited general ledgers maintained by Platform. For the
nine months ended September 30, 2017, the combined sales of the
guarantor subsidiaries, including sales to non-guarantor
subsidiaries, were approximately $486 million (including
approximately $123 million from the Agricultural Solutions
guarantors). In connection with the proposed separation of the
Arysta business, the company expects to designate each subsidiary
that comprises the Arysta business as an unrestricted subsidiary.
Under the indenture, the company can designate these subsidiaries
as unrestricted if the senior secured leverage does not exceed
4.95x on a pro forma basis and Total Leverage does not exceed 6.75x
on a pro forma basis and then complete the separation. Under the
indenture, the proceeds from the initial raise of the capital that
enables the separation must be used to pay down debt. The indenture
generally stipulates that 50% of net cash proceeds from a
subsequent capital raise must be used to pay down debt, while the
remaining 50% would be available for restricted payments, such
dividends.

The notes are rated Caa1, two notches below the CFR, reflecting
their effective subordination in the capital structure which is
heavily weighted towards secured debt. The secured debt is rated B2
in line with the CFR reflecting its preponderance in the capital
structure as well as the moderate perceived recovery given the
asset light business model. . Both the US and Euro senior secured
term loan have equivalent recovery expectation due to the debt
allocation mechanism agreement as well as other provisions in the
loan agreements.

Platform's SGL-2 speculative grade liquidity rating reflects
expectations that the company will have good liquidity supported by
cash on hand, availability under its revolver and projected free
cash flow generation. The company had $390.9 million of cash on
hand, primarily held overseas. The company also has a $500 million
revolving credit facility, of which $475 million has been extended
through June 7, 2019, while the rest matures on June 7, 2018. This
is the nearest maturity and the annual amortization payments total
approximately $35 million. Approximately $1.5 billion of term loans
mature in 2020. As of September 30, 2017, the company had $25
million borrowings under its revolving facility and $456 million of
availability. The company relies on the revolver to fund working
capital use for its agricultural chemicals business and also has
local credit lines to support this business. The revolver has a
financial maintenance covenant maximum first lien net leverage
ratio of 6.25 times, subject to a right to cure. The company has
significant headroom under the covenant and Moody's do not expect
it to be triggered. The company is subject to an excess cash flow
sweep, which steps down once first lien net leverage falls below
certain thresholds. Platform does not pay cash dividends, but its
Series A Preferred Stock may pay dividends in the form of common
stock, although those payments are only triggered if the stock
rises above $23.

The stable ratings outlook reflects expectations that the company
will continue to generate free cash flow, use it to reduce debt and
lower leverage closer to 6 times in 2018. The stable outlook also
reflects expectations that the company will refrain from any
debt-financed acquisitions.

There is limited upside to the rating at this time, given the high
leverage and uncertainty related to the separation of the
agricultural chemicals business and execution risk. The ratings
could be upgraded if leverage falls below 5.0x on a sustained basis
and the company demonstrates its ability to grow its sales and
generate significant free cash flow of close to $300 million.
Platform's ratings could be downgraded if free cash flow turns
negative and liquidity falls below $200 million, or if the company
fails to reduce leverage below 6.5x on a sustained basis. The
ratings could also be downgraded if the company undertakes another
large-debt financed acquisition.

The principal methodology used in this rating was Global Chemical
Industry Rating Methodology published in December 2013.

Headquartered in West Palm Beach, Florida, Platform Specialty
Products Corporation is a publicly-traded company founded by
investors Martin Franklin and Nicolas Berggruen in 2013. Platform's
first acquisition in 2013 was MacDermid Holdings, LLC, a global
manufacturer of variety of chemicals and technical services for a
range of applications and markets including; metal and plastic
finishing, electronics, graphic arts, and offshore drilling.
Platform acquired Alent plc, OM Group businesses, Arysta
LifeScience Limited, Chemtura Corporation's AgroSolutions business,
and Belgium-based Group Agriphar Group agricultural chemical
business, in levered transactions valued at roughly $2.0 billion,
$365 million, $3.51 billion, $1 billion and $405 million,
respectively. Platform's sales were $3.7 billion for the twelve
months ended September 30, 2017.


PRECIPIO INC: Vendors OK $5 Million Debt Reduction
--------------------------------------------------
Precipio, Inc., has entered into a debt settlement agreement with
certain of its accounts payable vendors pursuant to which the
Creditors agreed to a reduction of approximately $5.0 million in
currently due vendor liabilities.  The Company and the Creditors
agreed to restructure these liabilities into approximately $2.5
million in secured, long-term vendor obligations with payments
beginning in July 2018 and continuing over 48 months.  In
connection with the settlement, the Company agreed to issue to
certain of the Creditors warrants to purchase approximately 86,000
shares of the Company's common stock at an exercise price of $7.50
per share.

The Company also entered into a security agreement, dated Oct. 31,
2017, with a collateral agent for the Creditors, pursuant to which
the Company granted to the collateral agent, for the benefit of the
Creditors, a security interest in certain property of the Company
to secure its obligations under the Settlement Agreement.

The Warrants have a per share exercise price of $7.50, are
exercisable on the date of issuance and will expire five years from
the date of issuance.  The Company does not plan to apply to list
the Warrants on the NASDAQ Capital Market, any other national
securities exchange or any other nationally recognized trading
system.

                        About Precipio
  
Formerly known as Transgenomic, Inc., Precipio, Inc. --
http://www.precipiodx.com/-- has built a platform designed to
eradicate the problem of misdiagnosis by harnessing the intellect,
expertise and technology developed within academic institutions,
and delivering quality diagnostic information to physicians and
their patients worldwide.  Through its collaborations with
world-class academic institutions specializing in cancer research,
diagnostics and treatment, Precipio offers a new standard of
diagnostic accuracy enabling the highest level of patient care.

Transgenomic reported a net loss available to common stockholders
of $8 million on $1.55 million of net sales for the year ended Dec.
31, 2016, compared with a net loss available to common stockholders
of $34.27 million on $1.92 million of net sales for the year ended
Dec. 31, 2015.  As of June 30, 2017, Precipio had $37.01 million in
total assets, $17.24 million in total liabilities, and $19.76
million in total stockholders' equity.

Marcum LLP, in Hartford, CT, issued a "going concern" qualification
on the consolidated financial statements for the year ended Dec.
31, 2016, stating that the Company has incurred operating losses
and used cash for operating activities for the past several years.
This raises substantial doubt about the Company's ability to
continue as a going concern.


PROFLO INDUSTRIES: Hearing on Cash Collateral Use Set for Nov. 16
-----------------------------------------------------------------
The Hon. Mary Ann Whipple of the U.S. Bankruptcy Court for the
Northern District of Ohio has amended the order granting ProFlo
Industries, LLC, authority to use on an interim basis, until Nov.
20, 2017, cash collateral in the ordinary course of business
consisting of funds on deposit, accounts receivable and fees
generated from the business which is subject to interests of
secured creditor, The Huntington National Bank.

Other than changing the Bank's name from Huntington Bank to The
Huntington National Bank, the Court also moved the Nov. 16, 2017,
hearing to 10:30 a.m.

As of Oct. 8, 2017, the Debtor is authorized, on an interim basis
to use cash collateral consisting of and including bank balance,
accounts receivable of the estate and gross sales of goods and
services, which the Secured Party claims to have a valid and
perfected security interest.

The Debtor will be required to make adequate protection payments
for the use of cash collateral in the amount of the regular monthly
payment on the line of credit to Huntington Bank.

The Debtor is prohibited from drawing from any line of credit with
Huntington Bank, and that said line of credit account can remain
frozen by Huntington National Bank, at Huntington Bank's
discretion.

The amounts and use of cash collateral authorized will not exceed
the amounts or differ from the uses as set forth in the budget, and
for the time period reflected in this court order.

The security interest of the secured party in bank balance,
accounts receivable and fees of the Debtor's estate be and the same
is extended to all post-petition receivables and gross retail sales
created by the Debtor in the operation of the Debtor's business
with the same force and effect as said security interest attached
to the Debtor's prepetition accounts receivables.

Entry of the court order does not in any way preclude or prohibit
Huntington Bank, or any other interested party including any
committee of unsecured creditors that may be appointed, from
raising future objections to this, or any future interim cash
collateral orders requested by Debtor, including during any
continued hearing for use of cash collateral.

A copy of the Order is available at:

           http://bankrupt.com/misc/ohnb17-33184-42.pdf

                      About ProFlo Industries

Headquartered in Alvada, Ohio, ProFlo Industries, LLC, is an Ohio
Limited Liability Company engaged in the airline refueling
business.  The principal customers of the business are
multi-national companies providing goods, services and advice in
the global aviation industry.  ProFlo consists of one shareholder:
Terry N. Bosserman who owns 100% of the shares.

ProFlo Industries filed for Chapter 11 bankruptcy protection
(Bankr. N.D. Ohio Case No. 17-33184) on Oct. 8, 2017, estimating
its assets at between $500,001 and $1 million and liabilities
between $100,001 and $500,000.  The petition was signed by Terry N.
Bosserman, president.  The Debtor is represented by Patricia A.
Kovacs, Esq.


PUERTO RICO: Oppenheimer, et al., Still Own $4.6 Billion of Bonds
-----------------------------------------------------------------
The Mutual Fund Group, which is comprised of certain holders of
bonds issued by the Puerto Rico Sales Tax Financing Corporation
("COFINA") and other bonds issued by the Commonwealth of Puerto
Rico and its instrumentalities in connection with the Title III
cases, on Nov. 7, 2017, submitted a first supplemental verified
statement pursuant to Rule 2019 of the Federal Rules of Bankruptcy
Procedure.

On June 26 and June 27, 2014, certain funds managed or advised by
OppenheimerFunds, Inc. and Franklin Advisers, Inc., retained Kramer
Levin Naftalis & Frankel LLP to challenge as unconstitutional the
recently passed and soon to be enacted Puerto Rico Debt Enforcement
and Recovery Act.

Kramer Levin later became engaged to represent Franklin and
Oppenheimer as a group in connection with a potential restructuring
of bonds issued by the Commonwealth of Puerto Rico and its
instrumentalities.  In February 2016, certain funds managed or
advised by Santander Asset Management, LLC, joined the Mutual Fund
Group in connection with a potential restructuring of the Bonds.

The Members hold, or are the investment advisors or managers of
funds or accounts that hold, approximately $747 million in
aggregate amount of uninsured senior Bonds -- based on their
accreted value as of October 31, 2017 -- and approximately $2.1
billion in aggregate amount of uninsured subordinate bonds -- based
on their accreted value as of Oct. 31, 2017 -- as of October 31,
2017.  The Members also hold, or are the investment advisors or
managers of funds or accounts that hold, approximately $1.8 billion
in aggregate amount of uninsured bonds issued or guaranteed by the
Commonwealth of Puerto Rico.

The Members previously disclosed to holding as of Aug. 10, 2017, a
total of $759 million in aggregate amount of uninsured senior
Bonds, $2.1 billion in aggregate amount of uninsured subordinate
bonds, and 1.75 billion in aggregate amount of uninsured bonds
issued or guaranteed by the Commonwealth of Puerto Rico.

As of Oct. 31, 2017, the address, nature and amount of all
disclosable economic interests for each Member are:

   1. Franklin Advisers, Inc.
      One Franklin Parkway, San Mateo, CA 94403

      Debtor        Economic Interests
      ------        ------------------
      Commonwealth  Uninsured: $288,785,000
                    Insured: $25,500,000
      COFINA        Sr. Uninsured: $53,825,000
                    Sr. Insured: $0
                    Jr. Uninsured: $550,286,000
                    Jr. Insured: $0
      HTA           Uninsured: $0
                    Insured: $0
      ERS           Uninsured: $0
                    Insured: $0
      PREPA         Uninsured: $707,774,516
                    Insured: $5,000,000

   2. OppenheimerFunds, Inc.
      350 Linden Oaks, Rochester, NY 14625

      Debtor        Economic Interests
      ------        ------------------
      Commonwealth  Uninsured: $1,532,330,181
                    Insured: $126,819,775
      COFINA        Sr. Uninsured: $508,955,000
                    Sr. Insured: $131,601,930
                    Jr. Uninsured: $1,277,198,090
                    Jr. Insured: $0
      HTA           Uninsured: $249,095,000
                    Insured: $149,380,000
      ERS           Uninsured: $0
                    Insured: $0
      PREPA         Uninsured: $826,528,283
                    Insured: $65,870,000

   3. Santander Asset Management, LLC
      GAM Tower, Suite 200
      2 Tabonuco Street
      Guaynabo, PR 06968

      Debtor        Economic Interests
      ------        ------------------
      Commonwealth  Uninsured: $1,500,000
                    Insured: $1,105,000
      COFINA        Sr. Uninsured: $184,414,000
                    Sr. Insured: $36,710,000
                    Jr. Uninsured: $242,968,000
                    Jr. Insured: $0
      HTA           Uninsured: $0
                    Insured: $6,085,000
      ERS           Uninsured: $0
                    Insured: $0

The Mutual Fund Group's attorneys:

        Manuel Fernandez-Bared, Esq.
        Linette Figueroa-Torres, Esq.
        Jane Patricia Van Kirk, Esq.
        TORO, COLON, MULLET, RIVERA & SIFRE, P.S.C.
        P.O. Box 195383
        San Juan, PR 00919-5383
        Tel: (787) 751-8999
        Fax: (787) 763-7760
        E-mail: mfb@tcmrslaw.com
        E-mail: lft@tcmrslaw.com
        E-mail: jvankirk@tcmrslaw.com

               - and -

        Thomas Moers Mayer, Esq.
        Amy Caton, Esq.
        Philip Bentley, Esq.
        David E. Blabey, Jr., Esq.
        Douglas Buckley, Esq.
        KRAMER LEVIN NAFTALIS & FRANKEL LLP
        1177 Avenue of the Americas
        New York, New York 10036
        Tel: (212) 715-9100
        Fax: (212) 715-8000
        E-mail: tmayer@kramerlevin.com
                acaton@kramerlevin.com
                pbentley@kramerlevin.com
                dblabey@kramerlevin.com
                dbuckley@kramerlevin.com

A copy of the Verified Statement filed Aug. 16, 2017, is available
at:

    http://bankrupt.com/misc/PR_1056_2019_MF_Group.pdf

                      About Puerto Rico

Puerto Rico is a self-governing commonwealth in association with
the United States that's facing a massive bond debt of $70 billion,
a 68% debt-to-GDP ratio and negative economic growth in nine of the
last 10 years.

The Commonwealth of Puerto Rico has sought bankruptcy protection,
aiming to restructure its massive $74 billion debt-load and $49
billion in pension obligations.

The debt restructuring petition was filed by Puerto Rico's
financial oversight board in U.S. District Court in Puerto Rico
(Case No. 17-01578) on May 3, 2017, and was made under Title III of
2016's U.S. Congressional rescue law known as the Puerto Rico
Oversight, Management, and Economic Stability Act ("PROMESA").

The Financial Oversight and Management Board later commenced Title
III cases for the Puerto Rico Sales Tax Financing Corporation
(COFINA) on May 5, 2017, and the Employees Retirement System (ERS)
and the Puerto Rico Highways and Transportation Authority (HTA) on
May 21, 2017.  On July 2, 2017, a Title III case was commenced for
the Puerto Rico Electric Power Authority ("PREPA").

U.S. Chief Justice John Roberts has appointed U.S. District Judge
Laura Taylor Swain to oversee the Title III cases.  The Honorable
Judith Dein, a United States Magistrate Judge for the District of
Massachusetts, has been designated to preside over matters that may
be referred to her by Judge Swain, including discovery disputes,
and management of other pretrial proceedings.

Joint administration of the Title III cases, under Lead Case No.
17-3283, was granted on June 29, 2017.

The Oversight Board has hired as advisors, Proskauer Rose LLP and
O'Neill & Borges LLC as legal counsel, McKinsey & Co. as strategic
consultant, Citigroup Global Markets, as municipal investment
banker, and Ernst & Young, as financial advisor.

Martin J. Bienenstock, Esq., Scott K. Rutsky, Esq., and Philip M.
Abelson, Esq., of Proskauer Rose; and Hermann D. Bauer, Esq., at
O'Neill & Borges are on-board as attorneys.

McKinsey & Co. is the Board's strategic consultant, Ernst & Young
is the Board's financial advisor, and Citigroup Global Markets Inc.
is the Board's municipal investment banker.

Prime Clerk LLC is the claims and noticing agent.  Prime Clerk
maintains a case web site at:

           https://cases.primeclerk.com/puertorico

Epiq Bankruptcy Solutions LLC is the service agent for ERS, HTA,
and PREPA.

O'Melveny & Myers LLP is counsel to the Commonwealth's Puerto Rico
Fiscal Agency and Financial Advisory Authority (AAFAF), the agency
responsible for negotiations with bondholders.

The Oversight Board named Professor Nancy B. Rapoport as fee
examiner and to chair a committee to review professionals' fees.

                      Bondholders' Attorneys

Toro, Colon, Mullet, Rivera & Sifre, P.S.C. and Kramer Levin
Naftalis & Frankel LLP serve as counsel to the Mutual Fund Group,
comprised of mutual funds managed by Oppenheimer Funds, Inc.,
Franklin Advisers, Inc., and the First Puerto Rico Family of Funds,
which collectively hold over $3.5 billion in COFINA Bonds and over
$2.9 billion in other bonds issued by Puerto Rico and other
instrumentalities, including over $1.8 billion of Puerto Rico
general obligation bonds ("GO Bonds").

White & Case LLP and Lopez Sanchez & Pirillo LLC represent the UBS
Family of Funds and the Puerto Rico Family of Funds, which hold
$613.3 million in COFINA bonds.

Paul, Weiss, Rifkind, Wharton & Garrison LLP, Robbins, Russell,
Englert, Orseck, Untereiner & Sauber LLP, and Jimenez, Graffam &
Lausell are co-counsel to the ad hoc group of General Obligation
Bondholders, comprised of Aurelius Capital Management, LP, Autonomy
Capital (Jersey) LP, FCO Advisors LP, Franklin Mutual Advisers LLC,
Monarch Alternative Capital LP, Senator Investment Group LP, and
Stone Lion Capital Partners L.P.

Quinn Emanuel Urquhart & Sullivan, LLP and Reichard & Escalera are
co-counsel to the ad hoc coalition of holders of senior bonds
issued by COFINA, comprised of at least 30 institutional holders,
including Canyon Capital Advisors LLC and Varde Investment
Partners, L.P.

Correa Acevedo & Abesada Law Offices, P.S.C., is counsel to Canyon
Capital Advisors, LLC, River Canyon Fund Management, LLC, Davidson
Kempner Capital Management LP, OZ Management, LP, and OZ Management
II LP (the QTCB Noteholder Group).

                           Committees

The U.S. Trustee formed a nine-member Official Committee of
Retirees and a seven-member Official Committee of Unsecured
Creditors of the Commonwealth.  The Retiree Committee tapped Jenner
& Block LLP and Bennazar, Garcia & Milian, C.S.P., as its
attorneys.  The Creditors Committee tapped Paul Hastings LLP and
O'Neill & Gilmore LLC as counsel.


PUERTO RICO: PREPA Bondholders Group Disclose Updated Holdings
--------------------------------------------------------------
A first supplemental statement was filed Nov. 7, 2017, pursuant to
Rule 2019 of the Federal Rules of Bankruptcy Procedure, by the Ad
Hoc Group of PREPA Bondholders, comprised of certain holders of
Power Revenue Bonds and Power Revenue Refunding Bonds
(collectively, the "Bonds") issued by the Puerto Rico Electric
Power Authority ("PREPA") under a trust agreement between PREPA and
U.S. Bank National Association, as successor trustee, dated January
1, 1974, as amended and supplemented, in connection with the case
("PREPA Title III Case") commenced by the Debtor on July 2, 2017
under Title III of PROMESA.

On or about June 26 and June 27, 2014, certain funds managed or
advised by OppenheimerFunds, Inc. and Franklin Advisers, Inc.
retained Kramer Levin Naftalis & Frankel LLP to challenge as
unconstitutional the recently passed and soon to be enacted Puerto
Rico Debt Enforcement and Recovery Act.  Over the course of the
next two months, certain holders of Bonds, including Franklin and
Oppenheimer, contacted and then engaged Kramer Levin to represent a
group of holders in connection with a potential restructuring of
the Bonds.  From time to time thereafter, certain additional
holders of the Bonds have joined the Ad Hoc Group.

On Aug. 2, 2017, counsel to the Ad Hoc Group submitted the Verified
Statement of the Ad Hoc Group of PREPA Bondholders Pursuant to
Bankruptcy Rule 2019.

Counsel to the Ad Hoc Group submits this First Supplemental
Statement to update the disclosable economic interests currently
held by the Ad Hoc Group.

The Members hold, or are the investment advisors or managers of
funds or accounts that hold, approximately $3.06 billion in
aggregate principal amount of the uninsured Bonds, and
approximately $70.87 million in aggregate principal amount of the
insured Bonds, both as of Oct. 31, 2017.

In accordance with Bankruptcy Rule 2019, the address, nature and
amount of all disclosable economic interests for each Member as of
Oct. 31, 2017, are:

   1. Angelo, Gordon & Co., L.P., on behalf
       of funds and/or accounts managed or advised by it.
      245 Park Avenue,
      New York, New York 10167

      Debtor        Economic Interests
      ------        ------------------
      Commonwealth  Uninsured: $165,000
                    Insured: $0
      COFINA        Uninsured: $0
                    Insured: $0
      HTA           Uninsured: $0
                    Insured: $0
      ERS           Uninsured: $0
                    Insured: $0
      PREPA         Uninsured: $321,932,716
                    Insured: $0

   2. BlueMountain Capital Management, LLC,
      on behalf of funds and/or accounts managed or advised by it.
      280 Park Ave., 12th Floor

      Debtor        Economic Interests
      ------        ------------------
      PREPA         Uninsured: $460,446,744
                    Insured: $0

   3. Franklin Advisers, Inc.,
      on behalf of accounts managed or advised by it.
      One Franklin Parkway, San Mateo, CA 94403

      Debtor        Economic Interests
      ------        ------------------
      Commonwealth  Uninsured: $288,785,000
                    Insured: $25,500,000
      COFINA        Uninsured Sr.: $53,825,000
                    Uninsured Jr.: $550,286,128
                    Insured: $0
      PREPA         Uninsured: $707,774,516
                    Insured: $5,000,000

   4. Knighthead Capital Management, LLC,
      on behalf of funds and/or accounts managed or advised by it.
      1140 Avenue of the
      Americas, 12th Floor,
      New York, New York 10036

      Debtor        Economic Interests
      ------        ------------------
      HTA           Uninsured: $3,830,000
                    Insured: $0
      PREPA         Uninsured: $257,919,843
                    Insured: $0

   5. Marathon Asset Management, LP,
      on behalf of funds and/or accounts managed or advised by it.
      1 Bryant Park, 38th
      Floor, New York,
      New York 10036

      Debtor        Economic Interests
      ------        ------------------
      Commonwealth  Uninsured: $50,000,000
                    Insured: $0
      HTA           Uninsured: $5,135,000
                    Insured: $0

      PREPA         Uninsured: $448,723,880
                    Insured: $0
                    $137,487,499.91 of term loan under
                      ScotiaBank fuel line credit facility

   6. OppenheimerFunds, Inc.,
      on behalf of funds and/or accounts managed or advised by it.
      350 Linden Oaks,
      Rochester, NY 14625

      Debtor        Economic Interests
      ------        ------------------
      Commonwealth  Uninsured: $1,532,330,181
                    Insured: $126,819,775
      COFINA        Uninsured Sr.: $525,306,552
                    Uninsured Jr.: $1,317,335,900
                    Insured Sr.: $135,568,996
      HTA           Uninsured: $249,095,000
                    Insured: $149,380,000
      PREPA         Uninsured: $862,528,283
                    Insured: $65,870,000
                      About Puerto Rico

Puerto Rico is a self-governing commonwealth in association with
the United States that's facing a massive bond debt of $70 billion,
a 68% debt-to-GDP ratio and negative economic growth in nine of the
last 10 years.

The Commonwealth of Puerto Rico has sought bankruptcy protection,
aiming to restructure its massive $74 billion debt-load and $49
billion in pension obligations.

The debt restructuring petition was filed by Puerto Rico's
financial oversight board in U.S. District Court in Puerto Rico
(Case No. 17-01578) on May 3, 2017, and was made under Title III of
2016's U.S. Congressional rescue law known as the Puerto Rico
Oversight, Management, and Economic Stability Act ("PROMESA").

The Financial Oversight and Management Board later commenced Title
III cases for the Puerto Rico Sales Tax Financing Corporation
(COFINA) on May 5, 2017, and the Employees Retirement System (ERS)
and the Puerto Rico Highways and Transportation Authority (HTA) on
May 21, 2017.  On July 2, 2017, a Title III case was commenced for
the Puerto Rico Electric Power Authority ("PREPA").

U.S. Chief Justice John Roberts has appointed U.S. District Judge
Laura Taylor Swain to oversee the Title III cases.  The Honorable
Judith Dein, a United States Magistrate Judge for the District of
Massachusetts, has been designated to preside over matters that may
be referred to her by Judge Swain, including discovery disputes,
and management of other pretrial proceedings.

Joint administration of the Title III cases, under Lead Case No.
17-3283, was granted on June 29, 2017.

The Oversight Board has hired as advisors, Proskauer Rose LLP and
O'Neill & Borges LLC as legal counsel, McKinsey & Co. as strategic
consultant, Citigroup Global Markets, as municipal investment
banker, and Ernst & Young, as financial advisor.

Martin J. Bienenstock, Esq., Scott K. Rutsky, Esq., and Philip M.
Abelson, Esq., of Proskauer Rose; and Hermann D. Bauer, Esq., at
O'Neill & Borges are on-board as attorneys.

McKinsey & Co. is the Board's strategic consultant, Ernst & Young
is the Board's financial advisor, and Citigroup Global Markets Inc.
is the Board's municipal investment banker.

Prime Clerk LLC is the claims and noticing agent.  Prime Clerk
maintains a case web site at:

           https://cases.primeclerk.com/puertorico

Epiq Bankruptcy Solutions LLC is the service agent for ERS, HTA,
and PREPA.

O'Melveny & Myers LLP is counsel to the Commonwealth's Puerto Rico
Fiscal Agency and Financial Advisory Authority (AAFAF), the agency
responsible for negotiations with bondholders.

The Oversight Board named Professor Nancy B. Rapoport as fee
examiner and to chair a committee to review professionals' fees.

                      Bondholders' Attorneys

Toro, Colon, Mullet, Rivera & Sifre, P.S.C. and Kramer Levin
Naftalis & Frankel LLP serve as counsel to the Mutual Fund Group,
comprised of mutual funds managed by Oppenheimer Funds, Inc.,
Franklin Advisers, Inc., and the First Puerto Rico Family of Funds,
which collectively hold over $3.5 billion in COFINA Bonds and over
$2.9 billion in other bonds issued by Puerto Rico and other
instrumentalities, including over $1.8 billion of Puerto Rico
general obligation bonds ("GO Bonds").

White & Case LLP and Lopez Sanchez & Pirillo LLC represent the UBS
Family of Funds and the Puerto Rico Family of Funds, which hold
$613.3 million in COFINA bonds.

Paul, Weiss, Rifkind, Wharton & Garrison LLP, Robbins, Russell,
Englert, Orseck, Untereiner & Sauber LLP, and Jimenez, Graffam &
Lausell are co-counsel to the ad hoc group of General Obligation
Bondholders, comprised of Aurelius Capital Management, LP, Autonomy
Capital (Jersey) LP, FCO Advisors LP, Franklin Mutual Advisers LLC,
Monarch Alternative Capital LP, Senator Investment Group LP, and
Stone Lion Capital Partners L.P.

Quinn Emanuel Urquhart & Sullivan, LLP and Reichard & Escalera are
co-counsel to the ad hoc coalition of holders of senior bonds
issued by COFINA, comprised of at least 30 institutional holders,
including Canyon Capital Advisors LLC and Varde Investment
Partners, L.P.

Correa Acevedo & Abesada Law Offices, P.S.C., is counsel to Canyon
Capital Advisors, LLC, River Canyon Fund Management, LLC, Davidson
Kempner Capital Management LP, OZ Management, LP, and OZ Management
II LP (the QTCB Noteholder Group).

                           Committees

The U.S. Trustee formed a nine-member Official Committee of
Retirees and a seven-member Official Committee of Unsecured
Creditors of the Commonwealth.  The Retiree Committee tapped Jenner
& Block LLP and Bennazar, Garcia & Milian, C.S.P., as its
attorneys.  The Creditors Committee tapped Paul Hastings LLP and
O'Neill & Gilmore LLC as counsel.


PUERTO RICO: U.S. to Defend Constitutionality of PROMESA
--------------------------------------------------------
The United States submitted on Nov. 6, 2017, a notice to advise the
U.S. District Court for the District of Puerto Rico that the United
States will participate in the U.S. territory's bankruptcy
proceedings to defend the constitutionality of the Puerto Rico
Oversight, Management, and Economic Stability Act ("PROMESA"), Pub.
L. No. 114-187, 130 Stat. 549 (2016). Pursuant to the Court's
scheduling order, the United States will file its memorandum of law
in support of PROMESA's constitutionality on or before Dec. 6.

As reported in the Aug. 14, 2017 edition of the TCR, Aurelius
Investment, LLC, Aurelius Opportunities Fund, LLC, and Lex Claims,
LLC filed documents asking the U.S. District Court for the District
of Puerto Rico to dismiss the Commonwealth of Puerto Rico's Title
III petition, and grant them relief from the automatic stay.
Aurelius, et al. question the constitutionality of the PROMESA on
the grounds that the appointment of the Board members of the Fiscal
Management and Oversight Board for Puerto Rico violates the
Appointments Clause of the U.S. Constitution and the separation of
powers.

Attorneys for the United States of America:

       JEAN LIN
       Special Counsel
       CESAR A. LOPEZ-MORALES
       Trial Attorney
       U.S. Department of Justice, Civil Division
       Federal Programs Branch
       20 Massachusetts Ave., N.W.
       Washington, D.C. 20530
       Tel: (202) 514-3716
       Fax: (202) 616-8202
       E-mail: Jean.lin@usdoj.gov

                      About Puerto Rico

Puerto Rico is a self-governing commonwealth in association with
the United States that's facing a massive bond debt of $70 billion,
a 68% debt-to-GDP ratio and negative economic growth in nine of the
last 10 years.

The Commonwealth of Puerto Rico has sought bankruptcy protection,
aiming to restructure its massive $74 billion debt-load and $49
billion in pension obligations.

The debt restructuring petition was filed by Puerto Rico's
financial oversight board in U.S. District Court in Puerto Rico
(Case No. 17-01578) on May 3, 2017, and was made under Title III of
2016's U.S. Congressional rescue law known as the Puerto Rico
Oversight, Management, and Economic Stability Act ("PROMESA").

The Financial Oversight and Management Board later commenced Title
III cases for the Puerto Rico Sales Tax Financing Corporation
(COFINA) on May 5, 2017, and the Employees Retirement System (ERS)
and the Puerto Rico Highways and Transportation Authority (HTA) on
May 21, 2017.  On July 2, 2017, a Title III case was commenced for
the Puerto Rico Electric Power Authority ("PREPA").

U.S. Chief Justice John Roberts has appointed U.S. District Judge
Laura Taylor Swain to oversee the Title III cases.  The Honorable
Judith Dein, a United States Magistrate Judge for the District of
Massachusetts, has been designated to preside over matters that may
be referred to her by Judge Swain, including discovery disputes,
and management of other pretrial proceedings.

Joint administration of the Title III cases, under Lead Case No.
17-3283, was granted on June 29, 2017.

The Oversight Board has hired as advisors, Proskauer Rose LLP and
O'Neill & Borges LLC as legal counsel, McKinsey & Co. as strategic
consultant, Citigroup Global Markets, as municipal investment
banker, and Ernst & Young, as financial advisor.

Martin J. Bienenstock, Esq., Scott K. Rutsky, Esq., and Philip M.
Abelson, Esq., of Proskauer Rose; and Hermann D. Bauer, Esq., at
O'Neill & Borges are on-board as attorneys.

McKinsey & Co. is the Board's strategic consultant, Ernst & Young
is the Board's financial advisor, and Citigroup Global Markets Inc.
is the Board's municipal investment banker.

Prime Clerk LLC is the claims and noticing agent.  Prime Clerk
maintains a case web site at:

           https://cases.primeclerk.com/puertorico

Epiq Bankruptcy Solutions LLC is the service agent for ERS, HTA,
and PREPA.

O'Melveny & Myers LLP is counsel to the Commonwealth's Puerto Rico
Fiscal Agency and Financial Advisory Authority (AAFAF), the agency
responsible for negotiations with bondholders.

The Oversight Board named Professor Nancy B. Rapoport as fee
examiner and to chair a committee to review professionals' fees.

                      Bondholders' Attorneys

Toro, Colon, Mullet, Rivera & Sifre, P.S.C. and Kramer Levin
Naftalis & Frankel LLP serve as counsel to the Mutual Fund Group,
comprised of mutual funds managed by Oppenheimer Funds, Inc.,
Franklin Advisers, Inc., and the First Puerto Rico Family of Funds,
which collectively hold over $3.5 billion in COFINA Bonds and over
$2.9 billion in other bonds issued by Puerto Rico and other
instrumentalities, including over $1.8 billion of Puerto Rico
general obligation bonds ("GO Bonds").

White & Case LLP and Lopez Sanchez & Pirillo LLC represent the UBS
Family of Funds and the Puerto Rico Family of Funds, which hold
$613.3 million in COFINA bonds.

Paul, Weiss, Rifkind, Wharton & Garrison LLP, Robbins, Russell,
Englert, Orseck, Untereiner & Sauber LLP, and Jimenez, Graffam &
Lausell are co-counsel to the ad hoc group of General Obligation
Bondholders, comprised of Aurelius Capital Management, LP, Autonomy
Capital (Jersey) LP, FCO Advisors LP, Franklin Mutual Advisers LLC,
Monarch Alternative Capital LP, Senator Investment Group LP, and
Stone Lion Capital Partners L.P.


QEP RESOURCES: Fitch Rates $500MM Unsecured Notes Due 2026 'BB'
---------------------------------------------------------------
Fitch Ratings has assigned a 'BB/RR4' rating to QEP Resources,
Inc.'s issuance of $500 million unsecured notes due 2026. Proceeds
from the notes will be used to redeem the $134 million 6.80% notes
due 2018 and fund tender offers for up to $361 million in principal
of their $136 million 6.80% notes due 2020 and $625 million 6.875%
notes due 2021. The transaction is expected to lower interest costs
and further extend the maturity profile. The notes will rank pari
passu with QEP's existing unsecured debt.

KEY RATING DRIVERS

Repositioning Asset Base, Production Mix: QEP closed on their
Pinedale divestiture in September 2017 and their Permian
acquisition in October 2017. While the Pinedale divestiture will
result in sizeable reductions to production volumes and cash flows,
Fitch believes the redeployment of capital towards potentially
higher growth and margin Permian acreage and production will be
credit-supportive in the medium term. The acquired Permian assets
are at a relatively early stage in their development, requiring
capital to grow production, but will provide the company with
additional scale within the Midland basin (49,100 net acres; 1,900
drilling locations). Fitch expects oil production to continue to
increase as a percentage of total production.

Modest Production Growth In 2018: The company reported production
of 153.5 mboepd for third-quarter 2017. Fitch expects full year
production volumes to decline around 4% in 2017 compared to 2016 as
a result of the Pinedale divestiture (36.4 mboepd at second-quarter
2017). QEP's Permian acquisitions in 2016 and 2017 provide a growth
opportunity contingent on supportive pricing and successful
development. Fitch expects a modest increase in production volumes
in 2018 as the Permian acreage is developed but anticipates
netbacks to materially improve with the growth in higher margin oil
production. QEP upsized their 2017 capital budget in July to add an
incremental rig in the Permian Basin in July and in the Haynesville
in September while also completing additional workovers in the
Haynesville.

Negative FCF, Improving Metrics Forecasted: Fitch projects QEP will
be FCF negative through 2019 as capital spending in the Permian is
ramped up likely causing the company to rely on their revolver or
additional non-core upstream or midstream asset sales to fund
increasing capital expenditures. The loss of production and cash
flow from the Pinedale divestiture results in Fitch base case
leverage increasing to approximately 2.9x in 2017, but leverage is
expected to decrease to around 2.5x in 2018.

Adequate 2018 Hedge Program: Assuming mid-single digit 2018
production growth, QEP has approximately 58% of 2018 production
hedged with fixed-price swaps as of Sept. 30, 2017. Fitch projects
that the company's hedges will provide minimal uplift using Fitch's
base case WTI price deck of $50/bbl in 2018. Typically QEP enters
into commodity derivative contracts for approximately 50% to 75% of
its forecasted annual production by the end of the first quarter of
each fiscal year.

DERIVATION SUMMARY

While QEP has maintained financial and upstream metrics consistent
with higher rated peers, Fitch believes that the current stage of
their portfolio repositioning efforts, including the current
Permian acreage development stage, limits near-term upside for the
rating. Following the Pinedale divestiture and Permian acquisition,
QEP's production is split with about a third coming from the
Williston Basin, a third from the Haynesville Basin and about a
third coming from the remainder of the company's properties,
including the Permian and Unita Basins. QEP lacks the core acreage
and production size and scale that higher rated peers Concho
Resources Inc. (BBB-/Stable) has in the Permian Basin and Newfield
Exploration Co. (BB+/Positive) has in the Anadarko Basin. However,
the company's financial profile, as measured by debt/EBITDA, is
generally consistent with higher rated peers. Fitch expects total
production to be 146 mboepd in 2017, which is larger than Ultra
Petroleum Corp. (BB-/Stable) but smaller than both Concho and
Newfield.

KEY ASSUMPTIONS

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

-- WTI oil price that trends up from $50/barrel in 2017 to a
    long-term price of $55/barrel;

-- Henry Hub gas price that trends up from $3.00/mcf in 2017 to a

    long-term price of $3.25/mcf;

-- Production of approximately 146 mboepd in 2017 followed by a
    modest increase in 2018 as Permian production is ramped up;

-- Capex of $1.1 billion in 2017, followed by increasing capex
    given supportive pricing signals.

RATING SENSITIVITIES

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

-- Increased production size and scale in key production basins;

-- Mid-cycle debt/EBITDA at or below 3.0x;

-- Debt/flowing barrel under $15,000 and/or debt/1P below
    $5.00/boe on a sustained basis.

A positive rating action would likely be driven by increased size
and scale within, as well as successful and credit-conscious
development of, the company's Permian acreage.

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

-- Material reduction in size and scale without a credible,
    credit conscious plan to replace production volumes and cash
    flow;

-- Mid-cycle debt/EBITDA at or above 4.0x;

-- Mid-cycle debt/flowing barrel above $20,000 and or debt/1P
    above $7.00/boe;

-- Leveraging acquisitions and/or shareholder-friendly actions.

LIQUIDITY

Adequate Liquidity: Following the closing of the Permian
acquisition in October 2017, Fitch estimates that pro forma
liquidity is approximately $600 million with $50 million in cash
and the ability to incur approximately $550 million in debt under
their undrawn $1.8 billion credit facility while remaining in
compliance with their covenants. Currently, the credit facility is
subject to two covenant tests: a net debt/cap ratio of less than
60% and a net leverage ratio not to exceed 4.25x.

Extended Maturity Profile: Pending the completion of the redemption
and tender offers, QEP will have extended the maturity profile for
their next senior unsecured note to 2021.

FULL LIST OF RATING ACTIONS

Fitch has assigned the following rating:

QEP Resources, Inc.

-- Senior unsecured notes 'BB/RR4'.

Fitch currently rates QEP as follows:

QEP Resources, Inc.

-- Long-Term IDR 'BB';
-- Senior unsecured bank facility 'BB/RR4';
-- Senior unsecured notes 'BB/RR4'.

The Outlook is Stable.


QUADRANT 4: Amended Interim Cash Collateral Order Entered
---------------------------------------------------------
The Hon. Jack B. Schmetterer of the U.S. Bankruptcy Court for the
Northern District of Illinois has amended its agreed interim order
authorizing Quadrant 4 System Corp. and debtor affiliates to use
for the period from the week ending Oct. 13, 2017, through and
including the week ending Dec. 29, 2017, cash collateral to pay
only the ordinary and reasonable expenses of operating its business
which are necessary to avoid immediate and irreparable harm.

A final hearing on the cash collateral use will be held on Nov. 30,
2017, at 10:30 a.m.  Objections to the cash collateral use must be
filed by 4:00 p.m. on Nov. 27, 2017.

Lender BMO Harris Bank, N.A., and BIP Lender, LLC, consented to the
cash collateral use.

The Lender is granted valid and perfected replacement security
interests in, and liens on, all of the Debtor's right, title and
interest in, to and under the collateral, subject and subordinate
only to the carve-out and any validly perfected security interest
or lien senior to the liens of the Lender on the Petition Date.

The Lender is granted an administrative expense claim under Section
507(b) of the U.S. Bankruptcy Code with priority in payment over
any and all administrative expenses.

BIP is granted valid and perfected replacement security interests
in, and liens on all of the Debtor's right, title and interest in,
to and under the collateral.

The Lender will have the right to credit bid up to the amount of
the prepetition loan indebtedness and the post-petition
indebtedness as of the date of the bid during any sale of any
portion, all, or substantially all of the Debtor's assets to the
extent it includes the sale of collateral, including without
limitation, sales occurring pursuant to the U.S. Bankruptcy Code
Section 363 or included as part of any restructuring plan subject
to confirmation under Bankruptcy Code Section 1129(b) (2)(A)(iii).

A copy of the Agreed Interim Order is available at:

           http://bankrupt.com/misc/ilnb17-30724-47.pdf

                     About Quadrant 4 System

Quadrant 4 System Corporation (OTC:QFOR) -- http://www.qfor.com/--
sells IT products and services.  Its revenues are primarily
generated from the placement of staffing or solution consultants,
and the sale and licensing of its proprietary cloud-based Software
as a Service (SaaS) systems, as well as a wide range of technology
oriented services and solutions.  Quadrant's principal executive
offices are located in Schaumburg Illinois.  The Company also
operates its business from various offices located in Naples,
Florida; Alpharetta, Georgia; Bingham Farms, Michigan; Cranbury,
New Jersey; Pleasanton, California; and Ann Arbor, Michigan.

Quadrant 4 System is the 100% owner of the issued and outstanding
common stock of Stratitude, Inc., a California corporation, which
it acquired on or about Nov. 3, 2016. Concurrently with the
Stratitude Acquisition, Stratitude acquired certain of the assets
of Agama Solutions, Inc., a California corporation.  Both
Stratitude and Agama are located in Pleasanton and Fremont,
California and are engaged in the IT business.

Quadrant 4 System disclosed total assets of $47.05 million and
total liabilities of $31.39 million as of Sept. 30, 2016.

Quadrant 4 System filed a Chapter 11 petition (Bankr. N.D. Ill.
Case No. 17-19689) on June 29, 2017.  CEO Robert H. Steele signed
the petition.

Quadrant 4, which was subject to a securities fraud probe that led
to the arrest and resignation of its top two executives seven
months ago, sought Chapter 11 protection after reaching a
settlement with the U.S. Securities and Exchange Commission and
signing deals to sell four business segments for at least $6.9
million.

The Chapter 11 case is assigned to Judge Jack B. Schmetterer.

The Debtor's bankruptcy attorneys are Adelman & Gettleman, Ltd.'s
Chad H. Gettleman, Esq., and Nathan Q. Rugg, Esq.  Nixon Peabody
LLP acts as special counsel for matters concerning taxes, labor,
ERISA, securities compliance, international law, and related
matters while Faegre Baker Daniels LLP acts as special counsel for
securities litigation.  Silverman Consulting Inc., serve as
financial consultants to the Debtor, and Livingstone Partners, LLC,
as investment banker.

On July 10, 2017, a three-member panel was appointed as official
committee of unsecured creditors in the Debtor's case.  Sugar
Felsenthal Grais & Hammer LLP serve as counsel to the Committee and
Amherst Partners, LLC as financial advisor.


QUADRANT 4: Stratitude Taps Adelman as Legal Counsel
----------------------------------------------------
Stratitude, Inc. seeks approval from the U.S. Bankruptcy Court for
the Northern District of Illinois to hire Adelman & Gettleman, Ltd.
as its legal counsel.

The firm will provide legal advice to Stratitude, a wholly owned
subsidiary of Quadrant 4 System Corp., regarding its duties under
the Bankruptcy Code; negotiate with its creditors; assist in any
potential sale of its assets; prepare a plan of reorganization; and
provide other legal services related to its Chapter 11 case.

The firm's hourly rates are:

     Howard Adelman         $525
     Chad Gettleman         $525
     Henry Merens           $525
     Nathan Rugg            $475
     Steven Chaiken         $425
     Erich Buck             $425
     Alexander Brougham     $325
     Nicholas Dwayne        $295
     Paralegals             $115

Nathan Rugg, Esq., disclosed in a court filing that he and other
members of Adelman do not represent any interest adverse to the
Debtor and its estate.

Adelman can be reached through:

     Nathan Q. Rugg, Esq.
     Adelman & Gettleman, Ltd.
     53 W. Jackson Blvd., Suite 1050
     Chicago, IL 60604
     Tel: 312 435-1050
     Email: nrugg@ag-ltd.com
     Email: nqr@ag-ltd.com

                     About Quadrant 4 System

Quadrant 4 System Corporation (OTC:QFOR) -- http://www.qfor.com/--
sells IT products and services.  Its revenues are primarily
generated from the placement of staffing or solution consultants,
and the sale and licensing of its proprietary cloud-based Software
as a Service (SaaS) systems, as well as a wide range of technology
oriented services and solutions.  The company's principal executive
offices are located in Schaumburg Illinois.  It also operates its
business from various offices located in Naples, Florida;
Alpharetta, Georgia; Bingham Farms, Michigan; Cranbury, New Jersey;
Pleasanton, California; and Ann Arbor, Michigan.

Quadrant 4 is the 100% owner of the issued and outstanding common
stock of Stratitude, Inc., a California corporation, which it
acquired on or about Nov. 3, 2016. Concurrently with the Stratitude
Acquisition, Stratitude acquired certain of the assets of Agama
Solutions, Inc., a California corporation.  Both Stratitude and
Agama are located in Pleasanton and Fremont, California and are
engaged in the IT business.

Quadrant 4 disclosed total assets of $47.05 million and total
liabilities of $31.39 million as of Sept. 30, 2016.

Quadrant 4 filed a Chapter 11 petition (Bankr. N.D. Ill. Case No.
17-19689) on June 29, 2017.  CEO Robert H. Steele signed the
petition.

On October 13, 2017, Stratitude, Inc. filed a Chapter 11 petition
(Bankr. N.D. Ill. Case No. 17-30724).  The case is jointly
administered with that of Quadrant 4.

The Chapter 11 cases are assigned to Judge Jack B. Schmetterer.

Quadrant 4, which was subject to a securities fraud probe that led
to the arrest and resignation of its top two executives seven
months ago, sought Chapter 11 protection after reaching a
settlement with the U.S. Securities and Exchange Commission and
signing deals to sell four business segments for at least $6.9
million.

Nixon Peabody LLP acts as special counsel for matters concerning
taxes, labor, ERISA, securities compliance, international law, and
related matters while Faegre Baker Daniels LLP acts as special
counsel for securities litigation.  The Debtor hired Silverman
Consulting Inc. as financial consultant, and Livingstone Partners,
LLC, as investment banker.

On July 10, 2017, an official committee of unsecured creditors was
appointed in the Debtor's case.  The committee hired Sugar
Felsenthal Grais & Hammer LLP as its legal counsel, and Amherst
Partners, LLC as its financial advisor.


REDIGI INC: Creditors' Bid for Appointment of Ch. 11 Trustee Denied
-------------------------------------------------------------------
In the bankruptcy case of ReDigi, Inc., the Hon. Paul G. Hyman, Jr.
of the U.S. Bankruptcy Court for the Southern District of Florida,
has entered an order denying:

      (a) The U.S. Trustee's Motion to Dismiss or Convert;

      (b) The Motion of Capitol Records, LLC, Capitol Christian
Music Group, Inc. and Virgin Records IR Holdings, Inc. to Convert
Case to Chapter 7, or Alternatively, to Appoint Chapter 11
Trustee;

      (c) The Motion of U.S. Trustee to Convert the Case to a Case
Under Chapter 7 or for the Appointment of a Chapter 11 Trustee;
and

      (d) The Expedited Motion of Capitol Records, LLC, et al. (i)
to Appoint Chapter 11 Trustee for Cause or to Convert Case to
Chapter 7 and (ii) to Vacate Mediation Order.

Judge Hyman further ordered that:

      (a) John Mark Ossenmacher will have resigned from his
position as the Debtor's President, and the Debtor will file
documents evidencing the same;

      (b) The Debtor is required to file monthly operating reports
amending all monthly operating reports it has filed in this case
since inception to correct for all accounting discrepancies
addressed by the U.S. Trustee in his motion to convert, including
the failure to attach supporting bank statements; and

      (c) The Debtor is directed to: (i) file a Federal Rule of
Bankruptcy 2016(b) disclosure; and (ii) file an application to
employ such professional under 11 U.S.C. Section 327, as to each
professional who performed work for the Debtor post-petition.

Once the U.S. Court of Appeals for the Second Circuit issues its
ruling in Case No. 16-2321, the Debtor and Capitol will immediately
file a joint motion requesting a status conference in this
Bankruptcy Case. In the event that the Second Circuit affirms the
judgment of the U.S. District Court, the Bankruptcy Court will find
cause to appoint a chapter 11 trustee and will, at or following the
status conference, appoint a chapter 11 trustee in the estate of
the Debtor.

However, if the Second Circuit reverses the judgment of the U.S.
District Court, the Bankruptcy Court will, at or following the
status conference, enter an order requiring the Debtor to file,
within sixty days: (a) a new plan of reorganization; and (b) a new
accompanying disclosure statement with exhibits evidencing firm
funding commitments to demonstrate plan feasibility.

                      About ReDigi Inc.

ReDigi Inc. filed a Chapter 11 petition (Bankr. S.D. Fla. Case No.
16-20809) on Aug. 3, 2016, and is represented by Craig I Kelley,
Esq., of Kelley & Fulton, PL, in West Palm Beach, Florida.  The
petition was signed by John Mark Ossenmacher, CEO.  At the time of
the filing, the Debtor had $250 in total assets and $6,590,000 in
total liabilities. The Debtor employed Baker & Hostetler LLP as
special counsel.

An official committee of unsecured creditors has not been appointed
in the Debtor's Chapter 11 case.


RESEARCH NOW: Moody's Rates New $790MM 1st Lien Loans 'B1'
----------------------------------------------------------
Moody's Investors Service assigned a B1 rating to Research Now
Group, Inc. (New) and Survey Sampling International, LLC's proposed
$790 million first lien bank credit facilities and a Caa1 to both
legal entities proposed $250 million second lien term loan. At the
same time, Moody's also assigned a B2 Corporate Family Rating (CFR)
and a B2-PD Probability of Default Rating (PDR). The rating outlook
is stable.

The ratings are being assigned as a part of the merger of Research
Now Group, Inc. and WWC Holdings Corp (an indirect parent company
of Survey Sampling International, LLC). Proceeds from the $700
million first lien term loan and $250 million second lien term loan
will be used to pay about a $190 million dividend to the financial
sponsor owners (Court Square Capital Partners and HGGC) at the time
of the merger and to repay all existing debt at Research Now and
WWC Holdings Corp. Research Now Group, Inc. (New) and Survey
Sampling International, LLC will be co-borrowers under the proposed
debt facilities. For purposes of the credit discussion, Moody's
will refer to Research Now Group, Inc., Survey Sampling
International, LLC, their indirect parent company, New Insight
Holdings Corp., and their subsidiaries collectively as "Research
Now (New)".

The following ratings were assigned:

Issuer: Research Now Group, Inc. (New)

Corporate Family Rating at B2

Probability of Default Rating at B2-PD

Outlook at Stable

Issuers: Research Now Group, Inc. (New) and Survey Sampling
International, LLC

$90 million senior secured first lien revolving credit facility
due 2022 at B1 (LGD3)

$700 million senior secured first lien term loan due 2024 at B1
(LGD3)

$250 million senior secured second lien term loan due 2025 at Caa1
(LGD5)

The ratings assigned are subject to receipt and review of the final
documentation upon closing of the transaction.

The following ratings remain unchanged and will be withdrawn upon
the close of the transaction and the repayment in full of the
existing bank credit facilities:

Issuer: Research Now Group, Inc.

Corporate Family Rating at B2

Probability of Default Rating at B2-PD

$40 million senior secured revolving credit facility due 2021 at
Ba3 (LGD3)

$265 million senior secured first lien term loan B due 2021 at Ba3
(LGD3)

$135 million senior secured second lien term loan due 2022 at Caa1
(LGD6)

Outlook at Stable

Issuer: WWC Holdings Corp.

Corporate Family Rating at B2

Probability of Default Rating at B2-PD

Outlook at Stable

Issuers: WWC Holdings Corp. and SSI/Opinionology Newco LLC

$23 million senior secured revolving credit facility due 2019 at
B1 (LGD3)

$278 million senior secured first lien term loan due 2020 at B1
(LGD3)

$95 million senior secured second lien term loan due 2021 at Caa1
(LGD5)

RATINGS RATIONALE

Research Now (New)'s B2 CFR is constrained by its elevated
financial risk associated with its high leverage and financial
sponsor ownership. Pro forma for the merger and the debt financed
dividend, debt to EBITDA is expected to peak at 7.3x at December
31, 2017 before falling to around 6.0x by the end of 2018 largely
driven by earnings growth from cost synergies and a peak election
cycle year. The rating is also constrained by Moody's expectation
for stagnant revenue growth in 2018, outside the impact of the
political polling cycle, as it will take time to realign the
salesforce following the merger and pricing pressures remains a
concern for Moody's as most corporations continue to manage their
cost structures. Although the merger will double its revenue base,
Research Now (New) revenue remains small and the combined company
will remain exposed to customer concentration. However, Research
Now(New) benefits from its strong competitive position in its
narrow niche market. Moody's believes that Research Now (New) has a
clear competitive advantage from its' difficult to replicate,
sizable pool of survey panelists (about 29 million). Research Now
(New)'s credit profile also benefits from its strong combined EBITA
margins of 17% and a very good liquidity profile.

The stable outlook acknowledges that Moody's believes Research Now
(New) will be able to realize a sizable level of cost synergies in
2018 that supports debt to EBITDA falling to 6.0 times and an
improvement in EBITA to interest expense to 1.9x. It also reflects
that Research Now (New)'s very good liquidity profile.

Ratings could be upgraded should Research Now (New) successfully
integrate the two companies including achieving its targeted level
of cost synergies. A ratings upgrade would also require a track
record of consistent revenue and earnings growth and financial
policies supporting debt to EBITDA sustained below 4.5x and EBITA
to interest expense above 2.25 times. Lastly, a ratings upgrade
would require Research Now (New) to maintain a good liquidity
profile.

Ratings could be downgraded should the merger integration not go
smoothly and the combined entity be unable to achieve the expected
level of cost synergies. Ratings could also be downgraded should
operating performance decline, should liquidity weaken, or should
financial policies become more aggressive. Quantitatively, ratings
could be downgraded should debt to EBITDA be sustained above 6.5x
or EBITA to interest expense fall below 1.25x.

Research Now Group, Inc., based in Plano, TX, and Survey Sampling
International, LLC, based in Shelton, CT, are the global leaders in
data collection through online mobile, and offline surveys used by
market research firms, consulting firms, and corporate customers.
Following the merger, Court Square Capital Partners and HGGC will
own New Insight Holdings, a newly created indirect holding company
of Research Now and Survey Sampling. Combined revenues are about
$581 million for the twelve months ended
June 30, 2017.

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


ROYAL T ENERGY: Wants to Use IRS's Cash Collateral
--------------------------------------------------
Royal T Energy, LLC, asks for permission from the U.S. Bankruptcy
Court for the Northern District of Texas to use cash to fund
critical ongoing business operations.

Upon information and belief, the Internal Revenue Service asserts
an interest in certain of the Debtor's assets, including assets
which may constitute cash collateral.  The Debtor is not aware of
any additional creditor who holds a lien on cash collateral.

According to the Debtor, the use of cash collateral will ensure
that the Debtor can maintain payroll, general and administrative
expenses, payment arrangements with vendors and maintenance
personal, and provide sufficient working capital for normal
business operations.  It is critical, however, that the Debtor
obtain the use of cash collateral to ensure continued operations in
the normal course of business and timely payment of post-petition
obligations, including payroll, utilities and other operating
expenses as set forth in the budget.

The Debtor warns the Court that any interruption of the Debtor's
cash flow would severely and irreparably harm the Debtor's
operations and the value of the Debtor's estate.  The Debtor must
have access to its cash to continue to generate revenue from its
operations.  The Debtor's cash position is such that without the
continuing use of its cash, it cannot meet any of its operating
expenses, and would have to cease operations.  However, the
proposed use of any cash collateral of the IRS will provide
sufficient working capital to place the Debtor in a position to
meet all operating expenses on a timely basis.

The Debtor anticipates that approval of the use of cash collateral,
which is critical to the continuation of the Debtor's efforts, will
stabilize and maintain the Debtor's operations, provide tangible
reassurance to post-petition suppliers and customers, and preserve
the going concern value of the Debtor's assets and operations for
the benefit of all interest parties.

The Debtor is willing to adequately protect the IRS's interest in
cash collateral by providing the IRS with a replacement lien in its
prepetition collateral, to the extent that the use of the cash
collateral results in a decrease in the value of its interest in
property.  

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

            http://bankrupt.com/misc/txeb17-42386-4.pdf

                       About Royal T Energy

Headquartered in Sherman, Texas, Royal T Energy, LLC, is a
privately owned company that provides petroleum haulage services.
It operates an oilfield services company, consisting largely of
hauling and disposal of materials related to the hydraulic
fracturing industry.  The Debtor's operations are conducted
primarily in the Permian Basin, near Pecos, Texas.

Royal T Energy filed for Chapter 11 bankruptcy protection (Bankr.
E.D. Tex. Case No. 17-42386) on Nov. 1, 2017, estimating its assets
at up to $50,000 and its liabilities at between $10 million and $50
million.  The petition was signed by James Alexander,
member-manager.

Judge Brenda T. Rhoades presides over the case.

Nathan M Johnson, Esq., at Spector & Johnson, PLLC, serves as the
Debtor's bankruptcy counsel.


RUPARI HOLDINGS: Plan Confirmation Hearing Set for December 14
--------------------------------------------------------------
The Hon. Kevin J. Carey of the U.S. Bankruptcy Court for the
District of Delaware will hold a hearing on Dec. 14, 2017, 1:30
p.m. (prevailing Eastern time), at 824 North Market Street, 5th
Floor, Wilmington, Delaware, to confirm the Chapter 11 plans of
liquidation filed by Rupari Holding Corp. and its
debtor-affiliates, and the Official Committee of Unsecured
Creditors.  Objections to the confirmation of the Debtors' plan, if
any, must be filed no later than Dec. 7, 2017, at 4:00 p.m.
(prevailing Eastern time).

Deadline to vote on the Debtors' plan is Dec. 1, 2017, at 5:00 p.m.
(prevailing Eastern time).

As reported by the Troubled Company Reporter on Oct. 27, 2017, the
Debtors and Committee filed with the U.S. Bankruptcy Court for the
District of Delaware joint combined disclosure statements and
Chapter 11 plans of liquidation dated Oct. 16, 2017.

Class 3B General Unsecured Claims are impaired by the Plan.
Holders will recover at least 8%.  After satisfaction in full of
all senior claims, in full and final satisfaction, settlement, and
release of each Allowed General Unsecured Claim, each holder of an
Allowed General Unsecured Claim will receive on account of Allowed
General Unsecured Claim the holder's pro rata share of the
beneficial interest in the Rupari Food Liquidating Trust and, as a
Beneficiary of the Rupari Food Liquidating Trust, will receive, on
a distribution date, its pro rata share of net cash derived from
the Rupari Food Liquidating Trust Assets available for Distribution
as provided under this Combined Plan and Disclosure Statement and
Rupari Food Liquidating Trust Agreement, until all Allowed General
Unsecured Claims in Class 3B are paid in full or the Rupari Food
Liquidating Trust Assets are exhausted; provided, however, that all
distributions to holders of Allowed General Unsecured Claims shall
be subject to the Rupari Food Liquidating Trustee first paying in
full all Rupari Food Liquidating Trust Operating Expenses and
reserving in the Rupari Food Liquidating Trust Operating Reserve
for Rupari Food Liquidating Trust Operating Expenses as reasonable
and appropriate.

Class 3A General Unsecured Claims are impaired by the Plan.
Holders will recover 0%.  Rupari Holding has no assets.  Therefore,
holders of Allowed General Unsecured Claims against Rupari Holding
will receive no Distribution under the Plan; provided, however,
that in the event that the Liquidating Trust holds any Liquidating
Trust Assets following the payment of all senior claims and the
Liquidating Trust Operating Expenses, holders of Allowed General
Unsecured Claims in Class 3B will receive a pro rata distribution
from any remaining Liquidating Trust Assets.

Payments required under the Plan will be funded from (a) cash held
by the Debtors as of the Effective Date, (b) the plan contribution
payments on the Effective Date, (c) net proceeds of avoidance
actions, and (d) net recoveries resulting from the prosecution of
other estate claims and Causes of Action.  The Plan Contribution
Payments will constitute the following payments from WPP and Danish
Crown in exchange for full mutual general releases of all claims,
rights, and other actions that could be asserted by the parties:
(1) payment in the amount of $700,000 by WPP and (2) payment of
$300,000 by Danish Crown.  Danish Crown will have an allowed Class
3 Claim in the amount of $2,463,312.07 and an Allowed
Administrative Expense Claim in the amount of $3,894.  Rupari
Bridge Company will have an allowed Class 3A Claim and a Class 3B
Claim, but will agree in the Plan to waive any right to
distribution on account of the claim.

To the extent not paid in full in cash on the Effective Date,
reserves for payment of claims not yet allowed and for Disputed
Claims will be funded on the Effective Date and, in the case of
Professional Fee Administrative Expense Claims, held by Liquidation
Trustee until the claims are approved, and authorized to be paid,
by the Court.

On the Effective Date, the Debtors and the Debtors' Estates will
transfer the Liquidating Trust Assets to the Liquidating Trust to
be utilized, administered, and distributed by the Liquidating
Trustee in accordance with the terms and conditions of this
Combined Plan and Disclosure Statement, the Plan Confirmation Order
and the Liquidating Trust Agreement.

This Combined Plan and Disclosure Statement contemplates the
creation of a Liquidating Trust from which, under the terms of this
Combined Plan and Disclosure Statement and the Liquidating Trust
Agreement, Distributions will be made for the benefit of holders of
various allowed claims.

The Plan does not provide for the substantive consolidation of the
Estates of Rupari Food and Rupari Holding.  Each Estate will be
separately administered in accordance with the terms of the Plan.

This Plan is, in large part, premised on the settlement reached in
the Plan Term Sheet, which in turn, is embodied in this Plan.  The
Debtors, through their advisors, and at the direction of the
Independent Director and Chief Restructuring Officer/Chief
Financial Officer entered into negotiations with WPP, the
Creditors' Committee, and Danish Crown prior to the filing of this
Combined Plan and Disclosure Statement.

The Plan Term Sheet provides that WPP and Danish Crown will make
these Plan Contribution Payments: (1) payment in the amount of
$700,000 by WPP, and (2) payment of $300,000 by Danish Crown.  In
addition, WPP shall waive all Claims against the Estates and shall
receive no distribution on account of its Claims, and Danish Crown
will receive an Allowed Class 3 Claim in the amount of
$2,463,312.07 and an Allowed Administrative Expense Claim in the
amount of $3,894.  Rupari Bridge Company will have an allowed Class
3A Claim and a Class 3B Claim, but will agree in the Plan to waive
any right to distribution on account of the claim.

A copy of the Joint Disclosure Statement and Plan is available at:

          http://bankrupt.com/misc/deb17-10793-532.pdf

                    About Rupari Holding Corp.

Established in 1978, Rupari -- http://www.rupari.com/-- is a
culinary supplier of sauced and unsauced ribs, barbeque pork, and
BBQ chicken.  Since 1978, Rupari Foods has been producing and
distributing the finest, restaurant-quality, pre-cooked, sauced,
bone-in proteins, and related barbeque products.  The Company
offers a full line of meats under the Rupari brand name, as well as
a variety of products under the retail names of Tony Roma's and
Butcher's Prime.  The Company's products are available at large and
mid-sized retailers throughout the United States and Canada.

Rupari Holding Corp. and its affiliate Rupari Food Services, Inc.,
filed Chapter 11 petitions (Bankr. D. Del. Case Nos. 17-10793 and
17-10794, respectively) on April 10, 2017.  The petitions were
signed by signed by Jack Kelly, CEO.

At the time of filing, the Debtors each estimated $50 million to
$100 million in assets and $100 million to $500 million in
liabilities.

The cases are assigned to Judge Kevin J. Carey.

R. Craig Martin, Esq., Maris J. Kandestin, Esq., Richard A.
Chesley, Esq., and John K. Lyons, Esq., at DLA Piper LLP (US) are
serving as counsel to the Debtors.  Kinetic Advisors LLC is the
financial advisor.  Donlin, Recano & Co., Inc., is the claims and
noticing agent.

Andrew R. Vara, Acting U.S. Trustee for Region 3, on April 20,
2017, appointed three creditors to serve on the official committee
of unsecured creditors in the Chapter 11 case of Rupari Holding
Corp.

The Committee tapped Lowenstein Sandler LLP as lead bankruptcy
counsel, Whiteford Taylor & Preston LLC, as Delaware counsel, and
CohnReznick LLP and CohnReznick Capital Market Securities, LLC, as
its financial advisor and investment banker.


S&R SNUBBING: Taps Robl Law Group as Legal Counsel
--------------------------------------------------
S&R Snubbing, LLC seeks approval from the U.S. Bankruptcy Court for
the Northern District of Georgia to hire Robl Law Group, LLC as its
legal counsel.

The firm will advise the Debtor regarding its duties under the
Bankruptcy Code and will provide other legal services related to
its Chapter 11 case.

The firm will charge an hourly fee of $350 for the services of its
partners, $250 for associates and of counsel attorneys, and $150
for paralegals.

Michael Robl, Esq., the attorney expected to handle the case, will
charge $350 per hour.

The firm received a pre-bankruptcy retainer in the sum of $10,000,
including $1,717 for the filing fee.

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

Robl Law Group can be reached through:

     Michael D. Robl, Esq.
     3754 Lavista Road, Suite 250
     Tucker, GA 30084
     Tel: (404) 373-5153
     Fax: (404) 537-1761
     Email: michael@roblgroup.com

                      About S&R Snubbing LLC

S&R Snubbing, LLC sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. N.D. Ga. Case No. 17-69002) on November 1,
2017.  At the time of the filing, the Debtor disclosed that it had
estimated assets of less than $1 million and liabilities of less
than $500,000.


SAC DEVELOPMENT: Pace Buying Alpaugh Agricultural Land for $3M
--------------------------------------------------------------
SAC Development, Inc., asks the U.S. Bankruptcy Court for the
Eastern District of California to authorize the sale of real
property commonly known as 0000 Avenue 56, Alpaugh, California, or
(20) APNS 311-310-001, 311-310-002, 311-310-003, 311-310-004,
311-310-005, 311-310-006, 311-310-011, 311-310-012, 310-320-004,
310-320-006, 310-320-007, 310-320-008, 310-320-009, 310-320-010,
311-340-001, 311-340-2 f 002, 311-340-003, 311-340-004,
311-340-013, 311-340-014 and consisting of approximately 538 acres
of agricultural land, other than in the ordinary course of
business, to Milton Pace or assignee for $3,000,000, subject to
overbid at the hearing.

A hearing on the Motion is set for Nov. 30, 2017 at 9:30 a.m.

The Property is vacant agricultural land and title is held in the
Debtor's name.  It was scheduled in the Debtor's bankruptcy with a
value of $4,400,000.  Consistent with his duties, on Sept. 28, 2017
(but re-signed Oct. 17, 15 2017), the Debtor executed a listing
agreement with MD Graham & Associates and its real estate agent,
Jason Castle, and the Property has been marketed through MD Graham.


The initial listing price for the Property was $4,400,000.  In
response to marketing efforts, the Debtor received an offer for the
Property.  As set forth in the Declaration of Jason Castle in
support of the sale, $3,000,000 is a consistent with comparable
sales prices for similar properties in the area.  On Oct. 18, 2017,
the Debtor countersigned the offer from the Buyer for $3,000,000
for the Property.

The principal terms of the Vacant Land Purchase Agreement are:

     a. Total purchase price: $3,000,000, subject to overbid at the
hearing

     b. Closing: Nov. 22, 2017 or seven days following Court
approval

     c. Deposit: $50,000

The Property is subject to a first deed of trust in favor of Frank
Zabaleta in the approximate amount of $675,474.  The Property is
also subject to a second deed of trust in favor of MMN Farm
Management, LLC in the approximate amount of $453,000.  The Debtor
has made repeated requests to MMN for both the current amount of
its claim as well as a break down for that claim.  MMN has failed
to provide that information despite repeated requests since nearly
the beginning of the case.  To that end, in the event of a dispute
regarding the amount of MMN’s claim against the Property, the
Debtor asks that the Court orders the disputed amount be held
either by the title company or in a blocked account maintained by
the Debtor and that the disputed amount only be released upon
further Court order.

The sale is subject to higher and better bids at the time of the
hearing on the Motion.  The Buyer is aware that the sale is subject
to higher and better bids at the time of the hearing on the
Motion.

The salient terms of the overbid procedures are:

     a. Deposit: Within 72 hours prior to the sale hearing, a party
must provide to the Debtor's counsel certified funds in the amount
of $50,000 made payable to First American Title.  In the event of a
successful overbid, that $50,000 deposit will become
non-refundable.  Any unsuccessful bidder's deposit will be returned
at the conclusion of the sale motion hearing.

     b. First Overbid: $3,100,000

     c. Bid Increments: $100,000

     d. Broker's Commission: 4% of the purchase price.  In the
event that the Property is sold on an overbid to a buyer not
procured by the Broker, the Broker will nonetheless be entitled to
receive a brokerage fee equal to 50% of the allowed commission.  In
the event the Property is sold on an overbid to a buyer represented
by a broker other than the Broker employed by the estate, the other
broker will receive a brokerage fee equal to 50% of the allowed
commission.  In the event that the Property is sold to a buyer
procured by the Broker, the Broker will be entitled to a total
commission of 3% of the purchase price.

The Debtor asks authority, through the escrow holder, to pay all
costs, commissions, consensual liens, and taxes, directly from
escrow.

The Debtor asks for a waiver of the 14-day stay period in order for
the Buyer, or successful overbidder, to more quickly close the
sale.

                     About SAC Development

SAC Development, Inc., based in Fresno, CA, filed a Chapter 11
petition (Bankr. E.D. Cal. Case No. 17-12857) on July 26, 2017.  In
its petition, the Debtor estimated $1 million to $10 million in
assets and liabilities.  The petition was signed by Shabbir A.
Chaudhry, its president.  The Hon. Rene Lastreto II presides over
the case.  Justin D. Harris, Esq., at Harris Law Firm, PC, serves
as bankruptcy counsel.


SPECTRUM ALLIANCE: Selling for $5.5M Cash, Assumption of $61M Debt
------------------------------------------------------------------
Spectrum Alliance, LP, asks the U.S. Bankruptcy Court for the
Eastern District of Pennsylvania to authorize bidding procedures in
connection with the sale of its five property portfolio
partnerships and any general partnership interest associated, to
QuickLiquidity, LLC for $5,500,000 in cash and the assumption of
the debt in the amount of $60,771,000, subject to higher or better
offers.

The Debtor is a Pennsylvania limited partnership, with each of its
properties separately owned by a limited liability company or
limited partnership in accordance with institutional financing
requirements.  Ownership interests in the Debtor are structured as
limited partnership interests, denominated in "Units."

The Debtor owns all or a portion of various subsidiary entities
that hold real estate.  The entities income-producing entities
owned by the Debtor are:

     a. Cedar Hill Shopping Center: VSC-EE, LLC owns Units 2A, 2B,
3 and 4 and VSC-5, LLC owns Unit 5 in the Cedar Hill Shopping
Center Condominium in Voorhees Township, Camden County, New Jersey.
The property is a retail power center comprised of nearly 400,000
rentable square feet (approximately 360,000 constructed, with
additional development pending).  Shem Creek Cedar Hill, LLC has a
first lien on Units 2A, 2B, 3 and 4.  MAREIF has a first lien on
Unit 5.

     b. Hillcrest Shopping Center: HC Spectrum Partners, LP owns a
78.38% tenant-in-common interest in this approximately 133,797
square foot community shopping center located in the Borough of
Lansdale, Montgomery County, Pennsylvania.  Malvern Federal Savings
Bank has a first lien on the property.

     c. Towamencin Corporate Center: CB Spectrum Partners, LP owns
this approximately 77,000 square foot, three-story office building
and a 550 car parking garage located at 1690 Sumneytown Pike,
Kulpsville, Montgomery County, Pennsylvania, also known as Unit 4
in the Kulpsville Business Campus, a Condominium.  The Debtor owns
a 51.1% limited partnership interest in CB and 1690 Partners, LLC
owns a 48.9% limited partnership interest in CB.

     d. Mount Laurel Corporate Center: ML Spectrum Partners DE, LLC
owns a 33.39% tenant-in-common interest in an approximately 87,01 1
square foot office building located at the intersection of Route 73
and Howard Boulevard in Mount Laurel, Burlington County, New
Jersey.  Wells Fargo Commercial Mortgage Servicing services the
first lien CMBS loan on the property.

     e. Gwynedd Corporate Center: GCC Building Associates, LP owns
a 75.03% tenant-in-common interest in Buildings 1 and 2, and 100%
of Building 3, in this three-building, approximately 122,803 square
foot office complex located on PA Route 63 (Welsh Road) in North
Wales, Montgomery County, Pemisylvania.  The property is formed as
a condominium known as the Gwynedd Corporate Center, a Condominium.
Shem Creek GCC, LLC has a first lien on each of the condominium
units comprising the property.

The Debtor also owns all or a portion of four entities that own
title to undeveloped land assets as follows:

     a. Lehighton: Spectrum 209 Partners, LP owns approximately 9.3
acres of undeveloped land in Carbon County, Pennsylvania.
Harleysville National Bank has a first mortgage on this property.

     b. Hawthorne Court: Hawthorne CourtAssociates, LP owns two
condominium units on this approximately 13 acre parcel of
undeveloped land in North Wales, Montgomery County, Pennsylvania.
Wohlsen Construction holds a first lien on the condominium units
and appurtenances owned by the Debtor.

     c. Cedar Lake: MVI Spectrum Partners, LLC owns approximately
10 acres of undeveloped land in Voorhees, Camden County, New
Jersey.  MAREIF holds a first mortgage on this land.  Luciano
DiVentura has a preferred equity interest in MVI Spectrum Partners,
LLC.

     d. Pond Building: PB Spectrum Partners, LP owns an
approximately 2.23 acre tract (also known as Unit 6 of the
Kulpsville Business Campus, a Condominium) in Kulpsville,
Montgomery County, Pennsylvania.  The International Union of
Operating Engineers of Eastern Pennsylvania and Delaware Pension
Fund holds a $10,000,000 preferred equity position in PB Spectrum
Partners, LP and has executed on a pledge of the Debtor's Limited
Partnership interest in PB Spectrum Partners, LP.

Griffin Financial Group, LLC prepared analyses of both the Debtor's
stabilized and developed portfolios for a possible sale or
refinancing scenario.  From January 2017 to May 2017, the Debtor
and Griffin Financial populated a data room, approached
approximately 285 potential lenders and investors, and provided
access to approximately 30 entities upon the execution of a
confidentiality agreement.

At this time in March 2017, the Debtor's projected cash flow showed
a deficit in August 2017 and the need for a sale, borrowing, or
other cash infusion at that time.  While it hoped to file for
bankruptcy protection in March 2017, the Debtor was unable to
acquire the requisite approvals from its limited partners until
June 19, 2017.

The Debtor, upon the filing of its bankruptcy proceeding, prepared
and circulated a Plan of Reorganization incorporating the terms of
the pre-petition, previously circulated, plan negotiated with the
ad hoc committees.  It also sought proposals for financing to meet
its cash flow requirements in July 2017.  At this time, Griffin
Financial solicited potential lenders from a list of more than 100
prospective sources.  

The DIP Lender provided one financing proposal.  Upon information
and belief, the Debtor avers the Committee also sought alternative
financing proposals at this time.  Ultimately, the DIP Financing
from the DIP Lender was approved and the DIP Loan closed in August
2017.

Through its efforts, the Debtor secured a Letter of Intent to
purchase the "Spectrum 5 Building Portfolio Limited Partnerships,"
Spectrum Alliance's five property portfolio partnerships and any
general partnership interest associated therewith, specifically all
of Spectrum Alliance's limited partnership interests in (i) VSC-EE,
LLC, VSC-5, LLC, (ii) HC Spectrum Partners, LP, (iii) CB Spectrum
Partners, LP, (iv) ML Spectrum Partners DE, LLC and (v) GCC
Building Associates, LP, along with their respective General
Partnership interest in (i) SAS-CB, LLC, (ii) Spectrum Alliance
Services GCC, LLC, (iii) SAS-HC, LLC, (iv) ML Spectrum Partners,
LLC and Spectrum Alliance Services ML, LLC and (v) SAS-EE, LLC; MVI
Spectrum Partners, LLC, along with its respective General
Partnership and Managing Member interest in that entity; the
Debtor's profit sharing and development rights in the CSC Project
to be identified.

This will also include all fixtures, furniture, computers, records,
files, websites, approvals, permits plans and all personal property
of any nature or kind, except fund level cash for Spectrum
Alliance, L.P.  The Property will include all claims that Seller or
its General Partner may have against all related tenants in common
or other members, partners or owners, for money owed for unpaid
capital calls or capital contributions from other limited partners
of companies in the Stabilized Portfolio.

The Buyer will also assume the existing liabilities in the
approximate amount of $60, 77l,000 currently existing within
VSC-EE, LLC, HC Spectrum Partners, LP, CB Spectrum Partners, LP, ML
Spectrum Partners DE, LLC, and GCC Building Associates, LP.

The Letter of Intent was negotiated at arm's-length by the Debtor
and the Buyer, including the purchase price of $5,500,000 in cash
and the assumption of the debt in the amount of $60,771,000.  A
formal agreement of sale will be executed prior to the hearing on
the Debtor's proposed bid procedures.  The Closing under the sale
may be as early as the Sale Hearing but no later than Dec. 31,
2017.

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

      http://bankrupt.com/misc/Spectrum_Alliance_154_Sales.pdf

The Buyer is affiliated with the DIP Lender and also affiliated
with the 49% limited partner in CB Spectrum Partners, LP.  The
Buyer has reserved all of its rights to work with or hire members
of the Debtor's current management team if it is the successful
bidder.  There are no current agreements, understandings, or
arrangements, formal or informal, oral or written, promising any
such transaction or future employment.

The Debtor intends to negotiate and finalize a sale agreement prior
to the Bid Procedures Hearing requested and submit the same for
approval.  The Debtor will file a Plan setting forth the manner and
amount of the distribution of the sale proceeds to its creditors.

The Debtor also asks to sell the Property subject to higher and
better offers.  Accordingly, it asks authority to continue to
market the Property and solicit bids pursuant to the Bidding
Procedures) in order to entertain higher and better offers and
confirm the highest and best offer at the Sale Hearing.

Any party, who complies with the bidding procedures, wishing to
submit a higher or better offer for the Property, may do so at the
time of the hearing on the Motion.  As of the date of the filing of
the Motion, the Debtor is unaware of other potential bidders for
the Assets other than those parties who have signed Confidentiality
Agreements and participated in due diligence, and, therefore, will
entertain all bids it receives pursuant to the Bid Procedures
Order.

The salient terms of the Bidding Procedures are:

     a. Bid Deadline: No later than 5:00 p.m. at least 24 hours
prior to the Sale Hearing

     b. Minimum Bid: $5,950,000

     c. Deposit: $750,000 plus proof of ability to assume the
$60,000,000 in first mortgage debt

     d. Bid Increments: $250,000

     e. The Property is being conveyed "as is."

     f. Bid Protection: (i) Break-Up Fee - $175,000 and (ii)
Expense Reimbursement - $125,000, or .45% of the total amount of
consideration of $66,271,000

     g. Closing: The Closing may occur as early as the day of the
Sale Hearing and must occur no later than Dec. 31, 2017.

In the interest of attracting the best offers, the Sale of the
Property will be free and clear of any and all liens, claims, and
encumbrances.

The Debtor seeks the entry of three orders by the Court: (i) an
order establishing an expedited hearing within 7 to 10 days on
bidding procedures and a sale hearing on or before Nov. 30, 2017;
(ii) an order to be entered outlining the procedure for
entertaining higher and better offers at the Sale Hearing; and
(iii) an order to be entered at the Sale Hearing approving the sale
of the Property free and clear of liens, claims, encumbrances and
interests.  The Debtor and the Committee support the request for
expedited hearings.

Given the concerns it has regarding a restructuring plan and the
ability of the Buyer to close quickly, the Debtor submits the offer
from the Buyer and outlined in the Letter of Intent is the best
offer available to it as a result of the foregoing marketing
process.  Continued marketing and sales efforts prior to the Sale
Hearing will determine if there are any other potential bidders.
Accordingly, it asks the Court to approve the relief sought.

The Debtor further asks a waiver of the stay as provided under Rule
6004(b) to allow for a closing within the 14-day period referenced
in Rule 6004(h).

                    About Spectrum Alliance LP

Based in North Wales, Pennsylvania, Spectrum Alliance LP sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Pa.
Case No. 17-14250) on June 20, 2017.  James R. Wrigley, its
president, signed the petition.  At the time of the filing, the
Debtor estimated its assets and debt at $50 million to $100
million.

Judge Jean K. FitzSimon presides over the case.  

Jennifer E. Cranston, Esq., at Ciardi Ciardi & Astin, P.C.,
represents the Debtor as bankruptcy counsel.  The Debtor tapped
Migelouche LLC, as financial advisor.

The Office of the U.S. Trustee has appointed an official committee
of unsecured creditors.  The Creditors Committee retained Duane
Morris LLP as counsel.

The U.S. Trustee has appointed an Official Committee of Equity
Security Holders, which has engaged Murphy & King as its counsel.

On Aug. 4, 2017, the Debtor filed a Chapter 11 plan of
reorganization and disclosure statement.

Commencing in September 2016, the Debtor retained Griffin Financial
Group, LLC, to assist with a refinancing or sale of its assets.


SPECTRUM HEALTHCARE: PCO Reports Torrington Closed Since Sept. 29
-----------------------------------------------------------------
Nancy Shaffer, the patient care ombudsman for Spectrum Health Care
LLC and affiliates, filed with the U.S. Bankruptcy Court for the
District of Connecticut a report regarding the quality of patient
care provided by Spectrum Healthcare Derby, LLC, Spectrum
Healthcare Hartford, Spectrum Healthcare Manchester, and Spectrum
Healthcare Torrington to their residents.

The PCO reports that the Torrington home closed effective September
29, 2017. Throughout the closure process, Regional Ombudsman
Patricia Calderone continued to meet with residents and facilitate
their wishes for transfer to other settings. All residents were
safely discharged.

The PCO observes that the census at Spectrum Derby was 117/120 at
last visit on September 26, 2017. This reflects some fluctuations
in the census over the past seven months: a low of 96 in July,
2017, and a high of 117 in March, 2017.

The PCO reports that the temporary nursing home administrator, Mr.
Chaim Scher, took this position in mid-July, 2017. Some other staff
changes include the former Torrington Spectrum home's social worker
is now the full-time social worker at the Derby home and a new
director of nursing started in September, 2017. There are no
physical plant issues observed or reported at the Spectrum home in
Derby. The medical supply room and food storage room appear
well-stocked.

The Hartford home, Park Place, remains in receivership under Mr.
Jonathan Nagle. There is a new administrator since last report to
the Court as well as a new social worker as a result of
resignations in both of these positions, while all other major
staff members remain in place. The PCO observes that the census has
rebounded somewhat since the receivership order as there are
currently 119 individuals residing at this home.

The PCO and the Regional Ombudsmen will continue to monitor the
quality of care and services provided to the residents of the
nursing homes and will report any changes to the Court.

A full-text copy of the PCO's Report dated October 30, 2017, is
available at: https://is.gd/NaCUaC

                    About Spectrum Healthcare

Spectrum Healthcare LLC is a nursing home operator, owning six
nursing facilities have 716 beds and employing 725 people.

Spectrum Healthcare LLC and its affiliates previously filed Chapter
11 petitions (Bankr. D. Conn. Lead Case No. 12-22206) on Sept. 10,
2012.

Spectrum Healthcare, LLC, and its affiliates again sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Conn.
Case Nos. 16-21635 to 16-21639) on Oct. 6, 2016.  The petitions
were signed by Sean Murphy, chief financial officer.

Spectrum Healthcare, LLC, disclosed $282,369 in assets and
estimated less than $1 million in liabilities.  Affiliate Spectrum
Healthcare Derby disclosed $2,068,467 in assets and estimated less
than $10 million in debt.

The Debtors are represented by Elizabeth J. Austin, Esq., Irve J.
Goldman, Esq., and Jessica Grossarth, Esq., at Pullman & Comley,
LLC.  Blum, Shapiro & Co., P.C., serves as their accountant and
financial advisor.

William K. Harrington, the U.S. Trustee for the District of
Connecticut, appointed Nancy Shaffer, M.A., a member of the
Connecticut Long Term Care Ombudsman's Office, as the Patient Care
Ombudsman for the Debtors.


SPRUHA SHAH: May Use Cash Collateral Through Nov. 30
----------------------------------------------------
The Hon. Deborah L. Thorne of the U.S. Bankruptcy Court for the
Northern District of Illinois has entered a fifth interim order
authorizing Spruha Shah, LCC, and its debtor-affiliates to use cash
collateral through and including Nov. 30, 2017.

A hearing on the Debtor's further use of cash collateral will be
held on Nov. 28, 2017, at 10:00 a.m.

As reported by the Troubled Company Reporter on Oct. 17, 2017, the
Court entered a fourth interim order authorizing Spruha Shah, LLC,
and its affiliates to use the cash collateral of MB Financing Bank
through and including Oct. 31, 2017.

The Debtors are authorized to use cash collateral conditioned on
these terms and conditions:

     (a) Spruha Shah, LLC, must make $11,033.60 adequate
         protection payment, of which $4,571.03 is to be deposited

         into escrow for the payment of real estate taxes, on or
         before Nov. 15, 2017;

     (b) Sneh and Sahil Enterprises, Inc., must make a
         $2,100adequate protection payment to MB on or before Nov.

         15, 2017;

     (c) MB is granted post-petition replacement liens in the
         Debtors' property to the extent that the value of their
         prepetition cash-collateral diminishes post-petition;

     (d) the Debtors are authorized to pay from the funds in their

         Debtor-in-Possession operating accounts only: (i) those
         types of expenditures specified in the budgets;

     (e) the Debtors will not use, sell or otherwise dispose of
         any of Debtors' assets, except in the ordinary course of
         their business, without further order of the Court;

     (f) the Debtors agree not to incur any further indebtedness
         other than in the ordinary course of business, grant or
         provide liens, or guaranty other obligations, without the

         prior written consent of MB and the Court; and

     (g) the Debtors will not make any cash payments for labor and

         will make all payroll withholding payments or provide for

         1099 reporting of any amounts paid to non-regular
         employees or independent contractors.

A copy of the Order is available at:

            http://bankrupt.com/misc/ilnb17-18858-54.pdf

                       About Spruha Shah

Sneh and Sahil Enterprises, Inc. --http://www.arlingtonrental.com/
-- does business under two assumed names, as follows: (a) Arlington
Rental, which is in the business of the rental of party equipment
and supplies, like tents, portable dance floors, tables chairs and
other catering needs, and (b) R Lederleitner Landscape, which is in
the business of performing landscaping services. It operates from a
commercial property owned by Spruha Shah.

Spruha Shah, LLC, a single asset real estate as defined in 11
U.S.C. Section 101(51B), is the owner of the real property commonly
known as 500 S. Hicks Rd., Palatine, Illinois.

Spruha Shah, LLC, and Sneh and Sahil Enterprises filed Chapter 11
bankruptcy petitions (Bankr. N.D. Ill. Case Nos. 17-18858 and
17-18861) on June 22, 2017.  The petitions were signed by Sanjay
Shah, managing member.  The cases are jointly administered under
Case No. 17-18858, with Judge Deborah L. Thorne presiding.

At the time of filing, the Debtors estimated assets and liabilities
ranging between $1 million to $10 million.

The Debtors are represented by Timothy C. Culbertson, Esq., at the
Law Offices of Timothy C. Culbertson.


STYLES FOR LESS: Files for Bankruptcy with Plans to Keep Stores
---------------------------------------------------------------
Styles For Less, Inc., a teen apparel chain, has filed for Chapter
11 bankruptcy protection, hoping to avoid the rapidly expanding
graveyard of mall retailers amid pressure from online retailers.

Founded in 1992 by Michael P DeAngelo, Styles For Less operates
approximately 93 retail women's clothing stores throughout
California, Nevada, Arizona, Texas and Florida.  Its clothing
stores offer the hottest trendy clothing, shoes, accessories and
more at discounted prices, and employs over 613 people at the store
and corporate level.

Wells Fargo Bank asserts a claim against the Debtor's estate in the
amount of approximately $915,000, which it asserts is secured
against all of the assets of the Debtor's estate.  There are no
other secured creditors holding claims against cash collateral.

August DeAngelo, the CFO, explains that the Debtor has experienced
financial difficulties over the last couple of years.  These
difficulties are due to a combination of factors, including,
increased industry discounting, online penetration, and shifts in
consumer spending away from "fast fashion" and toward services and
experiences. These changes have created a highly competitive retail
environment and accelerated adverse trends in shopping habits.  The
result has placed severe pressure on the Debtor's cash flow,
depriving the Debtor of the ability to timely pay obligations to
its Landlords and vendors, resulting in lawsuits and numerous
threats from creditors.

In order to address these issues, the Debtor has taken significant
steps to restructure its business operations.  The Debtor has
implemented, in part, the following cost cutting measures:

   (1) closure of 55 brick and mortar locations;

   (2) significant reduction in corporate employees, field
employees and consultants (approximately 311 employees in total);

   (3) salary reductions and salary eliminations to senior
management;

   (4) closing of a satellite corporate office;

   (5) complete review and reduction of all expenses; and

   (6) pending negotiations of all existing brick and mortar
leases.

Unfortunately, in light of the significant amount of debt that the
Company has amassed, the Debtor says its cost reducing efforts
alone are not sufficient to reorganize without bankruptcy
protection.

Consequently, to preserve the remaining stores and overall
operation, on Nov. 6, 2017, the Debtor filed a voluntary petition
for relief under Chapter 11 of the Bankruptcy Code.

                         First Day Motions

The Debtor has filed a motion to use cash collateral.  The proposed
budget that the Debtor will operate on a cash flow positive basis
during the budgeted period.  The Debtor expects cash receipts of
$1.646 million during the period Nov. 7 to Nov. 25, 2017, and
$5.558 million during the period Nov. 26, 2017 to Dec. 30, 2017.

The Debtor has also sought approval to pay prepetition wages and
benefits to employees.  The Debtor also intends to honor $3,000 a
month in gift cards.  The Debtor has filed a motion asking the
Court to set a claims bar date.

A copy of the affidavit in support of the first-day-motions is
available at:

  http://bankrupt.com/misc/Styles_F_L_11_1st_Day_Affidavit.pdf

                      About Styles for Less

Styles For Less, Inc., a "fast fashion" company, offers trend
seekers the hottest styles of clothing, shoes, accessories and more
at discounted prices.  In the past 20 years the company has grown
to more than 160 store locations.  Styles For Less was founded in
1992 and is based in Anaheim, California.

Styles For Less filed a Chapter 11 petition (Bankr. C.D. Cal. Case
No. 17-14396) on Nov. 6, 2017.  The Debtor estimated assets and
debt of $10 million to $50 million.  The Hon. Mark S Wallace is the
case judge.  The Debtor tapped Winthrop Couchot Golubow Hollander,
LLP, as counsel.


TEC-AIR INC: U.S. Trustee Forms 7-Member Committee
--------------------------------------------------
The Office of the U.S. Trustee on Nov. 6 appointed seven creditors
to serve on the official committee of unsecured creditors in the
Chapter case of Tec-Air, Inc.

The committee members are:

     (1) Quadrant Magnetics. LLC
         Jeffrey Moore
         2606 River Green Circle
         Louisville, KY 40206

     (2) Supply Chain Services International
         Anthony Comella
         416 Main Street, Suite 1600
         Peoria, IL 61602

     (3) Nexus Employment Solutions of Indiana, Inc.
         George Gorman
         8135 Kennedy Ave.
         Highland, IN 46322

     (4) Meany, Inc.
         Daniel Dominy
         17401 S. Laflin Ave.
         East Hazel Crest, IL 60429

     (5) Asahi Kasel Plastics North America
         Craig Poet
         900 E. Van Riper Road
         Fowlerville, MI 48836

     (6) Donald J. Ulrich Associates, Inc.
         Donald J. Ulrich
         7 Sycamore Lane
         Grosse Pointe, MI 48230

     (7) First Call Temporary Services, Inc.
         John Swinehart
         8733 Founders Road
         Indianapolis, IN 46268

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

                        About Tec-Air Inc.
                
Tec-Air, Inc., doing business as Tec Air, Inc. --
https://www.tecairinc.com/ -- manufactures, designs and develops
injection molded plastic parts for the consumer appliance,
automotive, off highway vehicle, industrial equipment, medical, air
movement and HVAC industries.  Tec-Air's 130,000 sq ft
manufacturing facility, engineering lab, and business headquarters
are located in Lake Business Center in Munster, Indiana.  The
company was founded by Richard E. Swin, Sr. in 1965.

Tec-Air, Inc. sought Chapter 11 protection (Bankr. N.D. Ill. Case
No. 17-32273) on Oct. 27, 2017.  The petition was signed by Robert
J. McMurtry, president/chief executive officer.  The Debtor
estimated assets and liabilities in the range of $1 million to $10
million. The case is assigned to Judge Janet S. Baer.  The Debtor
tapped Michael H. Traison, Esq., Jason S. Steele, Esq., and Nicole
Stefanelli, Esq., at Cullen and Dykman LLP as counsel.


TERRAVIA HOLDINGS: Files Chapter 11 Plan of Liquidation
-------------------------------------------------------
Terravia Holdings, Inc. and affiliates filed with the U.S.
Bankruptcy Court for the District of Delaware a combined disclosure
statement and chapter 11 plan of liquidation dated Oct. 31, 2017,
which contemplates the liquidation and dissolution of the Debtors
and the resolution of all outstanding Claims and Interests.

The Combined Disclosure Statement and Plan is the product of
negotiations between the Debtors and certain of their stakeholders.
The Debtors believe that the Combined Disclosure Statement and Plan
is reflective of these good faith negotiations and will treat
holders of Claims or Interests in an economic and fair manner. In
developing the Combined Disclosure Statement and Plan, the Debtors
considered various issues relating to how the distributable value
should be allocated, including, without limitation, (a) the value
of the Estates on a consolidated and entity-by-entity basis, and
the proper method of determining such value, (b) the value of any
unencumbered assets after giving effect to a fair allocation of all
Administrative Claims and Priority Claims, (c) the projected
recoveries of the Debtors' stakeholders on a consolidated and
entity-by-entity basis and (d) the nature and treatment of
Intercompany Claims. The Debtors believe that the Combined
Disclosure Statement and Plan strikes a fair and equitable balance
between these competing factors and appropriately distributes value
among their stakeholders.

Under the plan, each holder of an Allowed General Unsecured Claim
will receive its Ratable Share of the remaining Sale Proceeds and
other assets of the Estates following: (i) payment in full in Cash
or such other treatment as to render Unimpaired all DIP Facility
Claims, Administrative Expense Claims, Professional Fee Claims,
Other Secured Claims, Other Priority Claims and SVB Facility
Claims; and (ii) funding of the Convenience Claim Pool under the
Combined Disclosure Statement and Plan. Further,  any Creditor
electing treatment as a Class 4 Convenience Claim will not be
eligible to receive any treatment or distribution as a Class 5
Creditor. Projected recovery for this class is 12.25%.

Immediately following the occurrence of the Effective Date, (a) the
respective boards of directors and managers of each of the Debtors
will be terminated and the members of each of the boards of
directors and managers of the Debtors will be deemed to have
resigned and (b) each of the Debtors will continue to exist as
Liquidating Debtors after the Effective Date in accordance with the
respective laws of the state under which each such Debtor was
formed and pursuant to their respective certificates of
incorporation, bylaws, articles of formation, operating agreements
and other organizational documents in effect prior to the Effective
Date, except to the extent such organizational documents are
amended under the Combined Disclosure Statement and Plan, for the
limited purposes of liquidating all of the assets of the Estates
and making distributions in accordance with the Combined Disclosure
Statement and Plan.

On the Effective Date, TerraVia will issue one share of stock in
Liquidating TerraVia to the Plan Administrator, which will hold
such share of stock, and such share of stock will remain
outstanding until Liquidating TerraVia is dissolved in accordance
with the Combined Disclosure Statement and Plan.

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

     http://bankrupt.com/misc/deb17-11655-340.pdf

                      About TerraVia

Headquartered in South San Francisco, California, TerraVia
Holdings, Inc. (NASDAQ:TVIA) -- http://www.terravia.com/-- is a
plant-based food, nutrition and specialty ingredients company that
harnesses the power of algae, the mother of all plants and earth's
original superfood.  TerraVia also manufactures a range of
specialty personal care ingredients for key strategic partners.

On Aug. 2, 2017, TerraVia Holdings, Inc., and its wholly-owned U.S.
subsidiaries filed voluntary petitions under chapter 11 of title 11
of the United States Code (Bankr. D. Del. Lead Case No. 17-11655).
The subsidiary debtors in the Chapter 11 cases are Solazyme Brazil
LLC and Solazyme Manufacturing 1, LLC.

The Debtors sought bankruptcy protection after reaching a deal to
sell the assets to Corbion N.V. for $20 million in cash plus the
assumption of liabilities.

The Debtors hired Davis Polk & Wardwell LLP as their lead counsel
and Richards, Layton & Finger, P.A., as co-counsel.  Kurtzman
Carson Consultants LLC is the Debtors' claims agent.

No official committee of unsecured creditors has been appointed in
the Chapter 11 case.


TEVA PHARMACEUTICAL: Fitch Lowers Issuer Default Rating to BB
-------------------------------------------------------------
Fitch Ratings has downgraded Teva Pharmaceutical Industries
Limited's ratings, including the company's Long-Term Issuer Default
Rating (IDR) to 'BB' from 'BBB-'. The Rating Outlook is Negative.

The ratings apply to approximately $34.7 billion of debt at Sept.
30, 2017.

Fitch's rating action reflects the belief that Teva is facing
significant operational stress at a time when it needs to reduce
debt from the August 2016 acquisition of Actavis' generic drug
business. Pricing pressure in Teva's North American generics
segment and erosion of sales of Copaxone will continue to weigh on
free cash flow in the near term, requiring the company to continue
to sell assets or find external capital resources to meet debt
obligations in 2018 and 2019 and beyond.

The Negative Outlook reflects the uncertainty around whether the
company's challenges will deepen and the nature and timing of the
company's response to such challenges such as whether Teva would
seek equity financing to reduce its debt burden.

KEY RATING DRIVERS

Deleveraging Necessary: Teva needs to reduce debt following its
acquisition of Actavis' generic business. Estimated pro forma
leverage was above 4.0x at deal close, and Fitch looks for leverage
to stay elevated over the ratings horizon absent aggressive and
committed deleveraging. Teva has a number of levers to achieve
deleveraging, including reducing costs to stabilize EBITDA and
paying down debt with FCF (including reducing its dividend) and
asset sales proceeds. It is in the process of restructuring and
integrating the Actavis acquisition. Teva announced on Nov. 1, 2017
that it completed the divestiture of PARAGARD to CooperSurgical for
$1.1 billion and on Nov. 2, 2017 it announced that it completed the
sale of Plan B One-Step for $675 million. Fitch believes the
proceeds of these and future sales will be used to repay term loan
debt. In total, Fitch expects the proceeds from the sales of the
entire global Women's Health business will be approximately $2.3
billion.

Generic Pricing Headwinds: Pricing pressure, particularly on the
U.S. generics business, which comprises 23% of total revenues for
the nine months ended Sept. 30, 2017, will continue to meaningfully
weigh on revenue and margins in the near term. Fitch is forecasting
10% price erosion for U.S. generics in 2018 and 5% erosion in 2019.
Teva's ability to counter price erosion in the base generics
business is limited because of consolidation amongst purchasers of
generics drugs and increased competition due to faster FDA
approvals of competitor products.

Over the medium to long term, Fitch believes that Teva may benefit
from its focus on innovative pharmaceuticals and difficult to
manufacture, chemically complex drugs, which generally command
relatively more defensible prices and margins. However, the
commoditized portion of its generic drug portfolio is more prone to
pricing pressure. That pressure, combined with the headwinds to the
Copaxone franchise discussed below, is expected to result in gross
leverage for Teva remaining above 5x by year-end 2019.

Competition from Generic Copaxone 40mg: Compounding the generic
pricing headwinds, Teva's best-selling branded product, Copaxone
(Fitch estimates is approximately 15-20% of sales; approximately
40-50% of operating profits), is gradually declining in sales.
Generic competition for Copaxone is expected in the last quarter of
2017 in the U.S. market in light of the FDA approval of a generic
version of both the 20mg and 40mg formulations of the drug. The
effect of this generic launch will depend on the resolution of
ongoing litigation surrounding the IP, but it will likely
accelerate Teva's revenue declines upon entrance. Fitch understands
that the negative impact of this launch may be a reduction of
approximately $0.25 per share in Q417.

Asset Sales Required: Teva is taking meaningful steps to reduce
costs and stabilize margins. However, just operational
stabilization and dividend reduction will be insufficient to
provide the FCF needed to deleverage below the 4.0x level that is
consistent with an investment grade profile by year end 2018. Given
the expected further deterioration in both the U.S. generic
business and Copaxone sales in 2018, today's downgrade reflects
Fitch's expectation that Teva is unlikely to meet its 4.0x target
even considering asset sales. Management has entered into
definitive agreements for $2.3 billion in asset sales so far in
2017, with about $1.8 billion of these sales completed, and
proceeds from additional asset sales along with FCF are expected to
help reduce debt due in 2018. As with all asset sales, the
valuation multiples (sales price/EBITDA) are variable and important
inputs into the deleveraging potential.

Acquisition Strengthens Leading Position: The acquisition of
Actavis Generics (Gx) solidified Teva's position as the largest
generic drug firm in the world, combining the #1 (Teva) and #4
(Actavis Gx) players. The firm has unmatched scale in most relevant
pharmaceutical markets. Scale has begun to factor even more
prominently for generic drug makers in recent years, as the largest
purchasers have consolidated dramatically in the U.S. and Western
Europe. The combination gives Teva a more competitive value
proposition for these very large global purchasers, albeit
diminished over the past year because of such consolidation.

Changes in Key Management: Teva's CEO Erez Vigodman left the firm
in February 2017 and was replaced by Kare Schultz in Sept. 2017.
Schultz has nearly 30 years of experience in the global
pharmaceutical industry, most recently serving as CEO of H.
Lundbeck A/S where he drove significant restructuring efforts. As a
result of the change in senior leadership, Fitch will be keenly
interested in the plans developed by Teva to respond to existing
challenges and how those plans balance the interests of
shareholders and debt holders.

DERIVATION SUMMARY

Teva Pharmaceutical Industries Limited's 'BB' rating reflects the
company's solid position as the leading pharmaceutical manufacturer
of generic drugs in the world relative to Mylan N.V.,
('BBB-'/Stable) and Novartis ('AA'/Negative). The company's scale,
geographic reach, and the level of product differentiation
contribute to free cash flow of about $3 billion. However, Fitch
believes Teva's credit ratings are no longer consistent with an
investment grade profile principally because of a material
reduction in the company's financial flexibility caused by the
acceleration of two key adverse developments since the company's
highly leveraged acquisition of Actavis in August 2016. Those
adverse developments are: (i) an accelerated erosion of generic
drug prices in North America that is expected to persist through
2018 and (ii) the FDA's approval of a generic 40mg Copaxone
product. In addition, Teva has experienced lower sales volumes of
its 20mg Copaxone product in 2017.

KEY ASSUMPTIONS

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

-- Copaxone: $3.9 billion global sales; 40-50% of consolidated
    EBITDA that will erode 35% in 2018 and 35% in 2019 due to
    generic entrants;

-- Sale of portions of oncology business in 2018 with assumed
    loss of approximately $500M of revenue; $2.5 billion of sales
    proceeds;

-- Generics: NA generics are flat overall for FY 2017 (currently
    showing 11% growth for the nine months ending Sept. 30, 2017,
    which includes the contribution of Actavis acquisition, but
    facing major pricing headwinds in the fourth quarter) and
    eroding 10% in 2018 and 5% in 2019; stabilize in 2020;

-- Generics: Europe 1% price erosion over the ratings horizon;

-- Generics: ROW 2% inflation over the ratings horizon;

-- Consolidated EBITDA margins of 25% and 23% in 2018 and 2019,
    respectively;

-- Consolidated debt balance is assumed to be approximately $33
    billion at year-end 2017 and $25.7 billion at year-end 2018
    representing payment of maturing debt as well as some
    prepayment;

-- No cash acquisitions over the ratings horizon;

-- Maintenance of the common stock dividend at a reduced level
    since the company cut dividends by 75% after Q2 2017;

-- EBITDA of $6.4 billion in 2017 and $4.9 billion in 2018 and
    annual FCF around $2.8-3 billion during 2017-2018,
    incorporating the recent dividend reduction and excluding a
    favourable purchase price adjustment from the Actavis
    acquisition;

-- Teva halts share repurchases through the forecast period;

-- Teva refinances about $1.0B of debt due across 2019-2020 at a
    200 basis points higher cost;

-- Revenue from new product launches are assumed to be: $200M in
    2018, $300M in 2019 and $500M in 2020 (related to Austedo,
    fremanezumab, and other potential launches).

RATING SENSITIVITIES

Future Developments That May, Individually or Collectively, Lead to
Positive Rating Action

-- A one-notch upgrade would be considered if Teva were expected
    to maintain gross debt/EBITDA below 4.5x.

-- In addition, positive rating momentum could build if Teva is
    able to achieve stable EBITDA margins; that may occur if Teva
    is able to arrest the rate of price deflation in North
    American generics and replace the loss of the revenue and
    EBITDA from Copaxone by successfully launching new products.

-- The application of proceeds from asset sales to pay debt is
    viewed positively but will need to be considered in the
    context of the company's earnings power thereafter.

-- The issuance of a significant amount of equity or hybrid
    securities to which Fitch assigns equity credit to reduce debt

    may lead to a positive rating action.

Future Developments That May, Individually or Collectively, Lead to
Negative Rating Action

-- A one-notch downgrade would incorporate the expectation of the

    company operating with gross debt/EBITDA durably above 5.0x

-- The company does not return to sustainably stable operating
    performance, in part due to an even more onerous-than-
    forecasted pricing environment in the U.S.

-- FCF, while positive, declines to levels that meaningfully
    increase Teva's reliance on asset sales or new sources of
    external capital to be able to refinance its debt.

-- Generic competition against Copaxone 40mg drives a greater
    than expected share loss in 2018 and 2019.

-- Ongoing lack of clarity about the business strategy that
    clouds the ability to forecast sustainable EBITDA and cash
    flow levels.

LIQUIDITY

Cash Prioritized for Deleveraging: While Fitch expects Teva to
generate meaningfully positive FCF, the company needs to prioritize
it for debt repayment. In addition, the company also needs to
divest assets and prepay debt in order to reduce leverage. Hence,
the company has little financial flexibility to pursue business
development and shareholder friendly transactions.

If Teva elects to refinance rather than repay maturing debt during
the 2017-2020 forecast period, Fitch expects the company will have
the capital market access necessary to do so, albeit at a higher
cost of capital than the existing debt in the capital structure,
which is a downside risk to the current FCF forecast.

FULL LIST OF RATING ACTIONS

Fitch has downgraded the following ratings:

Teva Pharmaceutical Industries Limited
-- Long-Term IDR to 'BB' from 'BBB-'.

Teva Pharmaceuticals USA, Inc.
-- Long-Term IDR to 'BB' from 'BBB-'.

The Rating Outlook is Negative.

Teva Pharmaceuticals USA, Inc.
-- Senior unsecured bank facilities to 'BB/RR4' from 'BBB-'.

Teva Pharmaceutical Finance Company LLC
-- Senior unsecured notes to 'BB/RR4' from 'BBB-'.

Teva Pharmaceutical Finance IV, LLC
-- Senior unsecured notes to 'BB/RR4' from 'BBB-'.

Teva Pharmaceutical Finance Company, B.V.
-- Senior unsecured notes to 'BB/RR4' from 'BBB-'.

Teva Pharmaceutical Finance IV, B.V.
-- Senior unsecured notes to 'BB/RR4' from 'BBB-'.

Teva Pharmaceutical Finance V, B.V.
-- Senior unsecured notes to 'BB/RR4' from 'BBB-'.

Teva Pharmaceutical Finance Netherlands II B.V.
-- Senior unsecured notes to 'BB/RR4' from 'BBB-'.

Teva Pharmaceutical Finance Netherlands III B.V.
-- Senior unsecured notes to 'BB/RR4' from 'BBB-'.

Teva Pharmaceutical Finance Netherlands IV B.V.
-- Senior unsecured notes to 'BB/RR4' from 'BBB-'.

All bonds issued by Teva subsidiaries are unconditionally
guaranteed by the parent company, Teva Pharmaceutical Industries
Ltd.


THINK FINANCE: U.S. Trustee Forms Three-Member Committee
--------------------------------------------------------
William T. Neary, the U.S. Trustee for the Northern District of
Texas, on Nov. 2 appointed three creditors to serve on the official
committee of unsecured creditors in the Chapter 11 cases of Think
Finance, LLC, and its affiliates.

The committee members are:

     (1) Marlin & Associates Holding, LLC
         Marlin & Associates Securities, LLC
         Kenneth Marlin, Chief Executive Officer
         Jason E. Panzer, Chief Operating Officer
         570 Lexington Avenue, 48th Floor
         New York, NY 10022
         Tel: (212) 257-6300
         Fax: (212) 223-3138
         E-mail: Jason@marlinllc.com

     (2) Patrick Inscho
         4203 Summit Manor Court, Apt. 204
         Fairfax, VA 22033
         Tel: (571) 839-0207
         E-mail: p.inscho@cox.net

      (3) Mphasis Limited
         Julie Blessyn, Esq.
         Head of Legal Transactions
         2301 Maitland Center Parkway, Suite 165
         Maitland, FL 32751
         Tel: (407) 865-1706
         E-mail: Julie.blessyn@mphasis.com

Marlin & Associates Holding, LLC, and Marlin & Associates
Securities, LLC, are the interim committee chair.

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

                     About Think Finance

Think Finance, Inc. -- https://www.thinkfinance.com/ -- is a
provider of software technology, analytics, and marketing services
to financial clients in the consumer lending industry.  Think
Finance offers an end-to-end, professionally managed online lending
program.  The company's customized services allow clients to
create, develop, launch and manage their loan portfolio while
effectively serving customers.  For over 15 years, the company has
helped its clients originate over 2 million loans enabling them to
put more than $4 billion in credit on the street.

Think Finance, LLC, along with six affiliates, sought Chapter 11
protection (Bankr. N.D. Tex. Lead Case No. 17-33964) on Oct. 23,
2017.

Think Finance estimated assets of $100 million to $500 million and
debt of $10 million to $50 million.

The Hon. Harlin DeWayne Hale is the case judge.

The Debtors tapped Hunton & Williams LLP as counsel; Alvarez &
Marsal as financial advisor; and American Legal Claims Services,
LLC, as claims and noticing agent.


TRE AMICI LEASING: Nov. 30 Plan Confirmation Hearing
----------------------------------------------------
The Hon. Catherine Peek McEwen of the U.S. Bankruptcy Court for the
Middle District of Florida has conditionally approved Tre Amici
Leasing, LLC's disclosure statement referring to the Debtor's plan
of reorganization.

The Court will conduct a hearing on confirmation of the Plan,
including timely filed objections to confirmation, and objections
to the Disclosure Statement on Nov. 30, 2017, at 1:30 p.m.

Objections to the Disclosure Statement and plan confirmation must
be filed no later than seven days prior to the date of the hearing
on confirmation.

Parties-in-interest must submit to the Clerk's office their written
ballot accepting or rejecting the Plan no later than eight days
before the date of the Confirmation Hearing.

All creditors and parties in interest that assert a claim against
the Debtor which arose after the filing of this case, including all
professionals seeking compensation from the estate of the Debtor
pursuant to Section 330 of the U.S. Bankruptcy Code, must file
motions or applications for the allowance of the claims with the
Court no later than 15 days after the Oct. 30, 2017 entry of this
order.  

                      About Tre Amici Leasing

Tre Amici Leasing, LLC, and J A R R, Inc., operate a personal
transportation service, which consists of a traditional taxi
service as well as contract work for Pasco County Public
Transportation (PCPT).  They collectively operate as Signature Car
Service.

The Debtors sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. M.D. Fla. Lead Case No. 17-05123) on June 13, 2017.
At the time of the filing, both Debtors disclosed that they had
estimated assets of less than $100,000 and liabilities of less than
$1 million.  Joel S. Treuhaft, Esq., at Palm Harbor Law Group,
P.A., serves as the Debtors' legal counsel.


UOS LLC: Moody's Affirms B2 Corp. Family Rating; Outlook Stable
---------------------------------------------------------------
Moody's Investors Service affirms a B2 Corporate Family Rating
(CFR) and a B2-PD Probability of Default Rating (PDR) to UOS, LLC
(known as Utility One Source) after a $50 million increase in term
loan. UOS is a supplier of specialty fleet equipment and services
through sale and rental. The fleet consists of trucks, cranes, and
other equipment. Concurrently, the rating on the company's $619
million senior secured credit facility ($100 million 5 year
revolver due 2022; $519 million 6 year term loan due 2023) is
affirmed at B2. The rating outlook remains stable.

Proceeds from the transaction will support additional rental
equipment investments as demand for transmission related rental is
expected to increase. UOS, which has been built through the merger
of more than half a dozen companies over the last couple of years,
is 72% owned by Blackstone.

Moody's has affirmed the following ratings:

Corporate Family Rating, B2;

Probability of Default Rating, B2-PD;

Senior Secured Revolving Credit Facility, B2 (LGD 4, from LGD 3)

Senior Secured Term Loan, upsized by $50 million, B2 (LGD 4, from
LGD 3)

The rating outlook is Stable.

RATINGS RATIONALE

The affirmation of the B2 CFR reflects the company's limited scale,
its short operating track record, the cyclicality of the business,
expected high capital expenditures, and resulting significantly
negative free cash flow in 2017. The rating also reflects
decreasing leverage as the company grows, a young equipment fleet
with significant collateral value, diversified fleet equipment,
relatively long rental contract length, and new growth
opportunities given increase in demand for transmission related
equipment.

Liquidity is anticipated to be adequate over the next 12-18 months.
Moody's expect UOS to have low cash balances at year end 2017 and
full availability under its $100 million revolving credit facility.
The facility is currently undrawn and is expected to remain
undrawn. However, the facility may be drawn for intra-quarter
borrowings. Free cash flow is expected to be positive in 2018 as
capital spending is decreased from 2017 levels and the company
exhibits a more conservative acquisition strategy. But, Moody's
expect the company to remain opportunistic as they look to continue
to increase geographic exposure.

The company's revenue mix is diversified with rentals, new and used
equipment sales, remanufacturing and equipment customization, and
aftermarket parts and service. But, the rental fleet is expected to
account for nearly 60% of 2017 gross margin. The lack of
diversification may pose a threat when the fleet is aging and the
company can no longer contract high rates for its rental equipment.
Additionally, UOS has significant revenues from custom designed new
and used equipment. Its vendors include Freightliner, Peterbilt,
Kenworth, Mack, Ford, and Dodge. The company also services and
refurbishes equipment and sells spare parts which supports
performance in an economic downturn.

The rating benefits from long lived assets for most of its fleet
and the rollover of a significant equity stake by the prior owners
of the originally acquired companies. The large equity contribution
by the sponsor was considered supportive of the B2 CFR.
The stable rating outlook reflects the benefits from decreasing
leverage, good interest coverage, and improved cash flows as the
company grows. With the expected increase in demand, the company's
EBITDA is projected to grow at 9% CAGR through 2020 with the
majority of the growth achieved in the first two years. Moody's
also anticipate improved margins as the company realizes higher
rates, increased utilization, and longer term contracts.

The rating could be downgraded if leverage increases and is
sustained at over 4.75 times and is deemed to be increasing. A
substantial reduction in margins for the company's rental business
could result in a ratings downgrade given the reliance on the
EBITDA generated by the rental business. A debt funded acquisition
that resulted in higher leverage could also pressure the rating or
outlook.

The rating is unlikely to be upgraded short term given the
company's small scale, short operating history, and high
anticipated capital expenditures.

The principal methodology used in these ratings was Equipment and
Transportation Rental Industry published in April 2017.

UOS was created in 2015 to build scale and gain market share in the
design, fabrication, parts service, sales, and rental of equipment
to various end markets of which utilities is the largest. The
company offers many types of bucket trucks, chip trucks, digger
derricks, cranes, and trailers serving multiple end markets. Annual
revenues are anticipated to be about $600 million for 2017.


US OIL SANDS: Chapter 15 Case Summary
-------------------------------------
Affiliated entities subject to Chapter 15 petitions:

    US Oil Sands Inc.
    1600, 521 - 3rd Ave SW
    Calgary, AB T2P 3T3
    Canada

         - and -

    US Oil Sands (Utah) Inc.

Type of Business: Calgary, Alberta-based US Oil Sands --
                  http://www.usoilsandsinc.com-- is engaged in
                  the exploration and development of oil sands
                  properties and, through its wholly owned United
                  States subsidiary US Oil Sands (Utah) Inc., has
                  a 100% interest in bitumen leases covering
                  32,005 acres of land in Utah's Uinta Basin.  The

                  Company has developed a proprietary extraction
                  process which uses a bio-solvent to extract
                  bitumen from oil sands without the need for
                  tailings ponds.

Foreign
Main Proceeding:  ACMO S.A.R.L. v. US Oil Sands
                  Inc. and US Oil Sands (Utah) Inc.,
                  Court of Queen's Bench Alberta,
                  Court File No. 1701-12253

Chapter 15 Petition Date: November 7, 2017

Case Nos.:

    Debtor                                  Case No.
    ------                                  --------
    US Oil Sands Inc.                       17-29716
    US Oil Sands (Utah) Inc.                17-29717

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

Authorized
Representative:     FTI CONSULTING CANADA INC.
                    440 2nd Avenue SW, Suite 720
                    Calgary, AB T2P 5E9
                    Canada

Authorized
Representative's
U.S. counsel:       Bruce H. White, Esq.
                    PARSONS BEHLE & LATIMER
                    201 S. Main St. Suite 1800
                    Salt Lake City, UT 84111
                    Tel: 801-536-6801
                    Fax: 801-536-6111
                    E-mail: bwhite@parsonsbehle.com

Estimated Assets: Unknown

Estimated Debts: Unknown

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

        http://bankrupt.com/misc/utb17-29716.pdf
        http://bankrupt.com/misc/utb17-29717.pdf


VALEANT PHARMACEUTICALS: Moody's Affirms B3 CFR; Outlook Stable
---------------------------------------------------------------
Moody's Investors Service affirmed the ratings of Valeant
Pharmaceuticals International, Inc. including the B3 Corporate
Family Rating, B3-PD Probability of Default Rating, Ba3 senior
secured rating, Caa1 senior unsecured rating and the SGL-2
Speculative Grade Liquidity Rating. At the same time, Moody's
revised the rating outlook to stable from negative.

Ratings affirmed:

Valeant Pharmaceuticals International, Inc.:

Corporate Family Rating at B3

Probability of Default Rating at B3-PD

Senior secured bank credit facilities at Ba3 (LGD 2)

Senior secured notes at Ba3 (LGD 2)

Senior unsecured notes at Caa1 (LGD 4 from LGD 5)

Speculative Grade Liquidity Rating at SGL-2

Valeant Pharmaceuticals International:

Senior unsecured notes at Caa1 (LGD 4 from LGD 5)

VRX Escrow Corp. (obligations assumed by Valeant Pharmaceuticals
International, Inc.):

Senior unsecured notes at Caa1 (LGD 4 from LGD 5)

Outlook actions

Valeant Pharmaceuticals International, Inc. and Valeant
Pharmaceuticals International: revised to stable from negative

There is no outlook on VRX Escrow Corp.

"The outlook change to stable from negative reflects Moody's
expectation for solid performance in the Bausch +
Lomb/International and Salix businesses. Combined with steady debt
repayment and liquidity improvement, these factors reduce the risk
of a downgrade over the next 6 to 12 months," stated Michael
Levesque, Moody's Senior Vice President.

"However, credit risks remain elevated due to very high financial
leverage that will persist for several years, exposures to ongoing
patent expirations, and unresolved legal matters," continued
Levesque.

RATINGS RATIONALE

Valeant's B3 Corporate Family Rating reflects very high financial
leverage with gross debt/EBITDA of about 7.5 times, and significant
challenges in restoring organic growth. Valeant also faces
considerable uncertainty related to unresolved legal matters.
Patent expirations over the next 12 to 18 months will erode
revenue, causing debt/EBITDA to approach 8.0 times in 2018. This is
higher than Moody's expectations incorporated in the B3 rating.
However, patent expirations will moderate in 2019, resulting in
greater stability on an aggregate basis and a reduction in
debt/EBITDA below 7.5 times.

The credit profile is supported by Valeant's good scale with $8
billion of revenue, good diversity, high margins, and solid cash
flow. Valeant does not face any debt maturities until 2020.

The rating outlook is stable, reflecting Moody's expectation that
Bausch + Lomb/International and Salix will continue to grow and
that Valeant will use free cash flow to reduce debt.

Factors that could lead to an upgrade including restoring
credibility through solid performance and underlying growth,
reducing debt with free cash flow, and progress at resolving legal
proceedings. Specifically, sustaining debt/EBITDA below 6.0 times
could lead to an upgrade.

Factors that could lead to a downgrade include significant
reductions in pricing or utilization trends, unfavorable
developments in the Xifaxan patent challenge, or escalation of
legal issues or large litigation-related cash outflows.
Specifically, sustaining debt/EBITDA above 7.5 times could lead to
a downgrade.

Headquartered in Laval, Quebec, Valeant Pharmaceuticals
International, Inc. is a global specialty pharmaceutical and
healthcare company with expertise in eyecare, gastroenterology and
dermatology.

The principal methodology used in these ratings was Pharmaceutical
Industry published in June 2017.


VANGUARD HEALTHCARE: May Use Cash Collateral Until Jan. 15, 2018
----------------------------------------------------------------
The Hon. Randal S. Mashburn of the U.S. Bankruptcy Court for the
Middle District of Tennessee has entered a sixth agreed order
further extending the stipulated final order authorizing Vanguard
Healthcare LLC and its debtor affiliates' limited use of cash
collateral of Healthcare Financial Solutions, LLC.

The Debtors, HFS and the Official Committee of Unsecured Creditors
have agreed to a further extension of the cash collateral court
order, subject to certain terms and conditions.  This agreed
extension order provides for an extension of the existing cash
collateral order through the earlier of Jan. 15, 2018, or the
Effective Date of the Plan.

The Debtors' need to use cash collateral is immediate and critical
to enable the Debtors to administer their Chapter 11 cases
generally, continue to operate their businesses, and preserve the
value of their estates for all stakeholders.  The ability of the
Debtors to pay payroll and other necessary operating expenses
requires the availability of working capital from the use of cash
collateral, the absence of which would immediately and irreparably
harm the Debtors, their estates, and their stakeholders.  The
Debtors do not have sufficient available sources of working capital
and financing to pay payroll and other necessary operating expenses
without the authorized use of cash collateral as provided under the
court order.

Agents are willing to consent to the Debtors' limited use of cash
collateral during the term of the Extension Order, subject to the
terms and conditions set forth in the Extension Order.  Agents have
not agreed to any other or further use of cash collateral by the
Debtors for any purpose.
Unless extended further with the prior written consent of agents
(and, if required by Agents, confirmed by the entry of a further
order of the Court), the authorization granted to the Debtors to
use Cash Collateral under the Extension Order will automatically
terminate upon the earliest to occur of:

     (i) the Effective Date of the Plan or Jan. 15, 2018,
         whichever occurs first, unless (A) on at least five
         business days' notice to the U.S. Trustee and the
         Committee, Agents agree in writing and in their sole
         discretion to a later date that is approved by the
         Committee, or (B) the Court approves an extension beyond
         Jan. 15, 2018 that is acceptable to Agents, in their sole

         discretion, after notice and an opportunity for a
         hearing;

    (ii) upon three business days' notice to the Debtors and the
         Committee by the Agents, any of the Debtors fails to
         comply fully with the material terms and conditions of
         the court order;

   (iii) the entry of any order granting stay relief allowing any
         party to enforce any claimed lien or other interest in
         the cash collateral or other lender collateral;

    (iv) the entry of an order in any of the Chapter 11 cases (i)
         converting any of the Chapter 11 cases to a case under    
     
         Chapter 7, or (ii) appointing a Chapter 11 trustee or an
         examiner with enlarged powers relating to the operations
         of any of the Debtors' businesses;

     (v) [intentionally omitted];

    (vi) [intentionally omitted]; and

   (vii) the filing by the Debtors or entry of an order granting
         any motion which seeks to grant to a party other than
         Agents a lien or security interest equal or senior to the

         liens and security interests held by Agents in any of the

         cash collateral or other Lender Collateral.  

Notwithstanding the occurrence of any Termination Event: (i) the
rights, claims, security interests, liens and priorities of Agents
with respect to all transactions that occurred prior to the
occurrence of Termination Event, including, without limitation, all
liens and priority claims confirmed and approved by the cash
collateral court order and the Extension Order, will remain
unimpaired and unaffected by any Termination Event, and will
survive any Termination Event; and (ii) the Debtors may thereafter
obtain an emergency hearing on further authority to use cash
collateral at a hearing set on at least two business days' notice
to Agents, the Committee, and the U.S. Trustee.  

The Debtors' use of cash collateral will be in accordance with the
"Budget" prepared by the Debtors and approved by Agents.  The
initial budget for purposes of the Extension Order is a 13-week
budget prepared by the Debtors starting Oct. 1, 2017.  On the first
Monday of each month, the Debtors will deliver to Agents, the U.S.
Trustee, and the Committee an updated 13-week budget in form
similar to the initial Budget.  If (and only after) an updated
budget is approved in writing by Agents (in their sole discretion)
and the Committee, it will replace the prior Budget as the Budget
for purposes of the Extension Order.  

The Budget may include a payment of no more than $200,000 per
calendar month during the period from the entry of the Extension
Order until the occurrence of a Termination Event to be held on
behalf of the Debtors and their estates in a segregated DIP account
for the payment of the fees and costs of Committee professionals
and Debtors' bankruptcy and special counsel; provided, however,
that (i) the Debtors will not make any payments to the Fee Reserve
Account when any portion of the payments to Agents under the cash
collateral court order or the Extension Order are past due, and
(ii) in no event will the Debtors pay into the Fee Reserve Account
at any time payments totaling more than $3,600,000 without Agents'
prior written consent.  (Funds in the Fee Reserve Account will be
used to pay the professional fees and costs of estate professionals
once approved, on an interim or final basis, by order of the
Court.)  

To the extent that the Debtors' cash flow is sufficient and only if
a Termination Event has not occurred, the Debtors may make the
following payments into the Fee Reserve Account: (x) on the last
business day of November 2017, a payment $200,000; and (y) on the
last business day of December 2017, a payment of $200,000.
Notwithstanding any defaults, or the occurrence of any Termination
Event, neither Agents nor Lenders will have any rights in the Fee
Reserve Account except to the extent funds remain in the Fee
Reserve Account after approval of all professionals' fees for whose
benefit the Fee Reserve Account is established.  

On the first day of each month during the term of the Extension
Order, the Debtors will make a payment in the amount of $560,000 to
Agents for the benefit of Lenders.

A copy of the Order is available at:

         http://bankrupt.com/misc/tnmb16-03296-2102.pdf

                    About Vanguard Healthcare

Vanguard Healthcare, LLC, is a long-term care provider
headquartered in Brentwood, Tennessee, providing rehabilitation and
skilled nursing services at 14 facilities in four states (Florida,
Mississippi, Tennessee and West Virginia).

Vanguard Healthcare and 17 of its subsidiaries each filed a Chapter
11 bankruptcy petition (Bankr. M.D. Tenn. Lead Case No. 16-03296)
on May 6, 2016.  The petitions were signed by William D. Orand, the
CEO.  Vanguard estimated assets in the range of $100 million to
$500 million and liabilities of up to $100 million.  

The cases are assigned to Judge Randal S. Mashburn.

The Debtors hired Bradley Arant Boult Cummings LLP as bankruptcy
counsel; BMC Group as noticing agent; and Stewart & Barnett, Ltd.,
and Maggart & Associates, P.C., as accountants.

The Office of the U.S. Trustee appointed an official committee of
unsecured creditors.  Bass, Berry & Sims PLC serves as bankruptcy
counsel to the committee.  CohnReznick LLP is the committee's
financial advisor.

The U.S. Trustee also appointed Laura E. Brown as patient care
ombudsman for Vanguard Healthcare.


VENOCO LLC: AC Pipe Buying Surplus Equipment for $50K
-----------------------------------------------------
Venoco, LLC, and affiliates filed with the U.S. Bankruptcy Court
for the District of Delaware a notice that pursuant to the
Transaction Order entered by the Bankruptcy Court on May 25, 2017,
they propose to sell or transfer de minimis assets consisting of
surplus equipment at the Sevier property and are located at or near
5037 W. Crocker Springs Road, Derby Acres, California to AC Pipe &
Equipment Co. Inc. for $50,000.

The objection deadline is Nov. 20, 2017 at 4:00 p.m. (ET).

There are no liens and/or encumbrances on the Assets.  To the
extent that any party has liens or encumbrances on the Assets, any
such lien or encumbrance will attach to the proceeds of the sale.

The Debtors propose to sell or transfer the Assets to the Purchaser
on an "as is" basis (if applicable), free and clear of all liens or
encumbrances.  The Purchaser has agreed to pay a purchase price of
$50,000 for the Assets.

The list of the Assets to be sold and Bill of Sale attached to the
Motion is available for free at:

      http://bankrupt.com/misc/Venoco_LLC_623_Sales.pdf

There are no commissions, fees or similar expenses associated with
the Proposed Transaction.

The Purchaser:

        AC PIPE & EQUIPMENT CO.
        825 East White Lane
        Bakersfield, CA 93307

                        About Venoco

Venoco LLC and six of its subsidiaries filed voluntary petitions
with the U.S. Bankruptcy Court for the District of Delaware (Bankr.
D. Del. Lead Case No. 17-10828) on April 17, 2017.  The cases have
been assigned to Judge Kevin Gross.

As of the Petition Date (and following the quitclaim of the SEF
Leases), the Debtors held interests in approximately 57,859 net
acres, of which approximately 40,945 are developed.  The majority
of the Debtors' revenues are derived through sales of oil to
competing buyers, including large oil refining companies and
independent marketers.  Nearly all of the Debtors' annual revenues
are generated from sales to one purchaser, Tesoro.  The Debtors'
revenues from oil and gas sales were approximately $33.6 million on
a rolling 12 month basis.

As of the bankruptcy filing, the Debtors listed assets in the range
of $10 million to $50 million and liabilities of up to $100
million.  As of the petition date, the Debtors have approximately
$25 million in cash, all of which is unrestricted.  The Debtors
anticipate that they will need all or substantially all of this
cash to fund ongoing operational expenses, fund these cases and a
sale process, and wind down their affairs.

The Debtors tapped Bracewell LLP as legal counsel; Morris, Nichols,
Arsht & Tunnell LLP as co-counsel; Seaport Global Securities LLC as
investment banker; and Prime Clerk LLC as claims, noticing and
balloting agent.  Zolfo Cooper Management, LLC, and its senior
director Bret Fernandes will lead the Debtors' restructuring
efforts.

The Debtors hired Natural Resources Group, Inc., a real estate
broker, in connection with the sale of its 252-acre real property
known as Lang Tule located in Solano County, California.

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


VENOCO LLC: Office Furniture Outlet Buying Office Equipment for $3K
-------------------------------------------------------------------
Venoco, LLC, and affiliates filed with the U.S. Bankruptcy Court
for the District of Delaware a notice that pursuant to the
Transaction Order entered by the Bankruptcy Court on May 25, 2017,
they propose to sell or transfer de minimis assets consisting of
office equipment located at 6267 Carpinteria Avenue in Carpinteria,
California to Office Furniture Outlet for $3,000.

The objection deadline is Nov. 20, 2017 at 4:00 p.m. (ET).

There are no liens and/or encumbrances on the Assets.  To the
extent that any party has liens or encumbrances on the Assets, any
such lien or encumbrance will attach to the proceeds of the sale.

The Debtors propose to sell or transfer the Assets to the Purchaser
on an "as is" basis (if applicable), free and clear of all liens or
encumbrances.  The Purchaser has agreed to pay a purchase price of
$3,000 for the Assets.

The list of the Assets to be sold attached to the Motion is
available for free at:

      http://bankrupt.com/misc/Venoco_LLC_622_Sales.pdf

There are no commissions, fees or similar expenses associated with
the Proposed Transaction.

                       About Venoco

Venoco LLC and six of its subsidiaries filed voluntary petitions
with the U.S. Bankruptcy Court for the District of Delaware (Bankr.
D. Del. Lead Case No. 17-10828) on April 17, 2017.  The cases have
been assigned to Judge Kevin Gross.

As of the Petition Date (and following the quitclaim of the SEF
Leases), the Debtors held interests in approximately 57,859 net
acres, of which approximately 40,945 are developed.  The majority
of the Debtors' revenues are derived through sales of oil to
competing buyers, including large oil refining companies and
independent marketers.  Nearly all of the Debtors' annual revenues
are generated from sales to one purchaser, Tesoro.  The Debtors'
revenues from oil and gas sales were approximately $33.6 million on
a rolling 12 month basis.

As of the bankruptcy filing, the Debtors listed assets in the range
of $10 million to $50 million and liabilities of up to $100
million.  As of the petition date, the Debtors have approximately
$25 million in cash, all of which is unrestricted.  The Debtors
anticipate that they will need all or substantially all of this
cash to fund ongoing operational expenses, fund these cases and a
sale process, and wind down their affairs.

The Debtors tapped Bracewell LLP as legal counsel; Morris, Nichols,
Arsht & Tunnell LLP as co-counsel; Seaport Global Securities LLC as
investment banker; and Prime Clerk LLC as claims, noticing and
balloting agent.  Zolfo Cooper Management, LLC, and its senior
director Bret Fernandes will lead the Debtors' restructuring
efforts.

The Debtors hired Natural Resources Group, Inc., a real estate
broker, in connection with the sale of its 252-acre real property
known as Lang Tule located in Solano County, California.

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


VERDUGO ENTERPRISES: L. Kotzin Named Chapter 11 Trustee
-------------------------------------------------------
The U.S. Trustee for the District of Arizona asks the U.S.
Bankruptcy Court for the District of Arizona for an order approving
the appointment of Lynton Kotzin as trustee in the chapter 11 case
of Verdugo Enterprises, LLC.

The Proposed Chapter 11 Trustee:

            Lynton Kotzin
            KOTZIN VALUATION PARTNERS
            2800 N. Central Ave., Suite 1725
            Phoenix, Arizona 85004
            Tele: 602-544-3552
            Email: lkotzin@kotzinvaluation.com

Ilene J. Lashinsky, U.S. Trustee is represented by:

            Patty Chan, Esq.
            Trial Attorney
            Office of the U.S. Trustee for the District of Arizona
            230 N. First Ave., Suite 204
            Phoenix, Arizona 85003-1706
            Phone: (602) 682-2633
            Fax: (602) 514-7270

Attorneys for Creditor Creator's Stained Glass, Inc.

            Robert J. Spurlock, Esq.
            LAW OFFICES OF BONNETT,
            FAIRBOURN, FRIEDMAN & BALINT, P.C.
            2325 E. Camelback Rd., #300
            Phoenix, Arizona 85016
            Email: bspurlock@bffb.com

An involuntary Chapter 11 petition was filed against Verdugo
Enterprises, LLC (Bankr. D. Ariz. Case No. 17-04370) on April 22,
2017.  The bankruptcy case is assigned to Judge Brenda K. Martin.

Counsel for the Petitioning Creditors is Jonathan P. Ibsen, Esq.,
in Scottsdale, Arizona.


VILLAGE DEVELOPMENT: Unsecureds Classified Into Two in Amended Plan
-------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Puerto Rico is set to
hold a hearing on Dec. 8 to consider approval of the Chapter 11
plan of liquidation for The Village Development Corporation.

The court had earlier issued an order conditionally approving VDC's
disclosure statement, allowing the company to start soliciting
votes from creditors.

The order required creditors to file their objections and ballots
accepting or rejecting the plan on or before 14 days prior to the
hearing.

The company's latest plan classifies general unsecured claims of
non-insiders into two classes.  

Creditors holding Class 1 general unsecured claims of $10,000 or
less will be paid 90% of their claims on or before the effective
date of the plan.  Payments will come from VDC shareholders' cash
contribution of approximately $15,000.  The allowed amount of Class
1 claims is estimated at $19,602.28.

Meanwhile, general unsecured claims of more than $10,000 are
classified in Class 2.  Creditors in this class will recover 5% of
their allowed claims estimated at $1,659,664.89.  Payments will
come from the proceeds of the sale of VDC's three parcels of land
in Ceiba, Puerto Rico, according to the latest disclosure
statement, which explains the plan.

A copy of the amended disclosure statement is available for free
at:

            http://bankrupt.com/misc/prb16-02021-167.pdf

                    About Village Development

Headquartered in San Juan, Puerto Rico, The Village Development
Corporation is a corporation and was organized under the laws of
the Commonwealth of Puerto Rico on Aug. 6, 1999. It is engaged in
the development, construction, and sale of residential units at the
project known as "The Village". The Debtor is a single asset
entity.

The Debtor filed for Chapter 11 bankruptcy protection (Bankr. D.
P.R. Case No. 16-02021) on March 15, 2016, listing $84,862 in total
assets and $1.24 million in total liabilities. The petition was
signed by Rafael E. Rodriguez Torres, president.

William M. Vidal Carvajal, Esq., at William Vidal Carvajal
LawOffices  serves as the Debtor's bankruptcy counsel.

On October 26, 2016, the Debtor filed its proposed Chapter 11 plan
of reorganization.


WEIGHT WATCHERS: Moody's Hikes CFR to B1; Outlook Stable
--------------------------------------------------------
Moody's Investors Service upgraded Weight Watchers International,
Inc.'s Corporate Family rating ("CFR") to B1 from B2, Probability
of Default rating ("PDR") to B1-PD from B2-PD and Speculative Grade
Liquidity rating ("SGL") to SGL-1 from SGL-2. Moody's assigned a
Ba3 rating to its proposed senior secured revolving credit facility
due 2022 and term loan due 2024. The rating outlook was revised to
stable from positive.

The net proceeds of the proposed senior secured debt and cash from
an expected senior unsecured financing will be used to repay in
full the existing senior secured bank revolving credit facility due
2018 and term loan due 2020. The existing senior secured ratings
will be withdrawn when the debt is repaid.

RATINGS RATIONALE

"Expectations for sustained subscriber, revenue and free cash flow
growth, the company's strategy to drive financial leverage below 4
times over the next few years and improved liquidity from the
larger revolver drive the CFR upgrade to B1," said Edmond DeForest,
Moody's Senior Credit Officer.

The B1 CFR reflects Moody's expectation for low double digit growth
rates in digital and meeting subscribers and revenue, and some
growth in all geographies, debt to EBITDA around 5 times, EBITA to
interest expense approaching 3 times and over $150 million of free
cash flow in 2018 and 2019. Leverage declines from debt to EBITDA
over 7 times for the 12 month period ended September 30, 2017 will
come from EBITDA expansion and modest debt repayment. The
acceleration of subscriber and revenue growth in Europe in 2017,
which accounts for about 30% of Weight Watcher's revenues, leads
Moody's to anticipate that non-US operations will no longer weigh
negatively on overall results. Profitability as measured by EBITA
margin should remain solidly above 20%, although rates of
profitability may now grow only slowly as Weight Watchers invests
in its products, services and promotions to maintain subscriber
growth rates. Weight Watcher's history of subscriber volatility,
the competitive nature and anticipated evolving consumer
preferences in the weight management services industry, and the
high degree of operating leverage in the business, make
profitability highly sensitive to subscriber declines, pressuring
the ratings. Moody's remains concerned that competition for weight
loss service customers, especially for so-called "trial" members
who are most likely to follow the newest trends or promotions,
could make further operating and financial improvements difficult
and slow to achieve.

All financial metrics cited reflect Moody's standard adjustments.
In addition, Moody's expenses Weight Watchers capitalized software
costs.

The Ba3 senior secured credit facility ratings reflect the B1-PD
PDR and their priority position in the debt capital structure ahead
of the unsecured claims, including the expected unsecured
financing, and a Loss Given Default ("LGD") assessment of LGD3. The
facility is secured by a first lien on (1) 100% of the capital
stock of all direct and indirect domestic subsidiaries; (2) 65% of
the capital stock of direct material foreign subsidiaries; and (3)
all material property and assets of Weight Watchers and each direct
and indirect U.S. subsidiary. The facility is guaranteed by all
direct and indirect domestic subsidiaries of the company.

The upgrade of the SGL rating to SGL-1 from SGL-2 reflects Weight
Watchers' very good liquidity profile. Weight Watchers had cash
balances of over $170 million at September 30, 2017. Moody's
expects at least $150 million of free cash flow. The company will
have about $16 million of required annual term loan amortization in
2018. The fully available $150 million senior secured revolver is
subject to a financial covenant requiring first lien leverage (as
defined in the facility agreement) of no more than 5 times, but
only if $50 million is outstanding on the quarter end test date.
Moody's do not expect the covenant to be measured, but expect ample
cushion were it to be measured.

The stable ratings outlook reflects Moody's expectations for
sustained annual subscriber, revenue and cash flow growth.

The ratings could be upgraded if Moody's expects: 1) debt to EBITDA
to remain below 4 times; 2) free cash flow to debt will be
sustained around 10%; and 3) a commitment to debt reduction and
balanced financial policies.

A ratings downgrade is possible if Moody's expects: 1) slowing
growth in subscribers or revenues; 2) debt to EBITDA sustained
above 5 times; 3) free cash flow to debt below 6%; 4) diminished
liquidity; or 5) sizable debt-financed acquisitions or shareholder
returns.

Issuer: Weight Watchers International, Inc.

Upgrades:

-- Corporate Family Rating, to B1 from B2

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

-- Speculative Grade Liquidity Rating, to SGL-1 from SGL-2

Assignments:

-- Senior Secured Revolving Credit Facility, at Ba3 (LGD3)

-- Senior Secured Term Loan, Assigned Ba3 (LGD3)

Outlook:

-- Outlook, revised to Stable from Positive

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

Weight Watchers is a provider of weight management services.
Moody's expects revenue for 2018 to approach $1.4 billion.


WORD INTERNATIONAL: U.S. Trustee Unable to Appoint Committee
------------------------------------------------------------
The Office of the U.S. Trustee disclosed in a court filing on Nov.
2 that no official committee of unsecured creditors has been
appointed in the Chapter 11 case of Word International Ministries.

                About Word International Ministries

Word International Ministries is a religious organization based in
Sumter, South Carolina. World International filed a Chapter 11
petition (Bankr. D.S.C. Case No. 17-04845) on Sept. 29, 2017.  The
petition was signed by Melody DuRant, its trustee manager.

The Hon. David R. Duncan presides over the case. Reid B. Smith,
Esq., of Bird & Smith PA represents the Debtor as bankruptcy
counsel.

At the time of filing, the Debtor estimate $1 million to $10
million in assets and $500,000 to $1 million in liabilities.


[^] BOOK REVIEW: Landmarks in Medicine - Laity Lectures
-------------------------------------------------------
Introduction by James Alexander Miller, M.D.
Publisher:  Beard Books
Softcover: 355 pages
List Price: $34.95
Review by Henry Berry

Order your own personal copy today at http://bit.ly/1sTKOm6

As the subtitle points out, the seven lectures reproduced in this
collection are meant especially for general readers with an
interest in medicine, including its history and the cultural
context it works within. James Miller, president of the New York
Academy of Medicine which sponsored the lectures, states in his
brief "Introduction" that this leading medical organization "has
long recognized as an obligation the interpretation of the
progress of medical knowledge to the public." The lectures
collected here succeed admirably in fulfilling this obligation.

The authors are all doctors, most specialists in different areas
of medicine. Lewis Gregory Cole, whose lecture is "X-ray Within
the Memory of Man," is a consulting roentgenologist at New York's
Fifth Avenue Hospital. Harrison Stanford Martland is a professor
of forensic medicine at New York University College of Medicine.
Many readers will undoubtedly find his lecture titled "Dr. Watson
and Mr. Sherlock Holmes" the most engrossing one. Other doctor-
authors are more involved in academic areas of medicine and
teaching. Reginald Burbank is the chairman of the Section of
Historical and Cultural Medicine at the New York Academy of
Medicine. He lectured on "Medicine and the Progress of
Civilization." Raymond Pearl, whose selection is "The Search for
Longevity," is a professor of biology at Johns Hopkins University.

The authors' high professional standing and involvement in
specialized areas do not get in the way of their aim to speak to a
general audience. They are all skilled writers and effective
communicators. As the titles of some of the lectures noted in the
previous paragraph indicate, the seven selections of "Landmarks in
Medicine" focus on the human-interest side of medicine rather than
the scientific or technological. Even the two with titles which
seem to suggest concern with technical aspects of medicine show
when read to take up the human-interest nature of these topics.
"The Meaning of Medical Research", by Dr. Alfred E. Cohn of the
Rockefeller Institute for Medical Research, is not so much about
methods, techniques, and equipment of medical research, but is
mostly about the interinvolvement of medical research, the
perennial concern of individuals with keeping and recovering good
health, and social concerns and pressures of the day. "The meaning
of medical research must regard these various social and personal
aspects," Cohn writes. In this essay, the doctor does answer the
questions of what is studied in medical research and how it is
studied. And he answers the related question of who does the
research. But his discussion of these questions leads to the final
and most significant question "for what reason does the study take
place?" His answer is "to understand the mechanisms at play and to
be concerned with their alleviation and cure." By "mechanisms,"
Cohn means the natural--i. e., biological--causes of disease and
illness. The lay person may take it for granted that medical
research is always principally concerned with finding cures for
medical problems. But as Cohn goes into in part of his lecture,
competition for government grants or professional or public
notoriety, the lure of novel experimentation, or research mainly
to justify a university or government agency can, and often do,
distract medical researchers and their associates from what Cohn
specifies should be the constant purpose of medical research. Such
purpose gives medicine meaning to humankind.

The second lecture with a title sounding as if it might be about a
technical feature of medicine, "X-ray Within the Memory of Man,"
is a historical perspective on the beginnings of the use of x-ray
in medicine. Its author Lewis Cole was a pioneer in the
development of x-rays in the late 1800s and early1900s. He mostly
talks about the development of x-ray within his memory. In doing
so, he also covers the work of other pioneers, notably William
Konrad Roentgen and Thomas Edison. Roentgen was a "pure scientist"
who discovered x-rays almost by accident and at first resented the
application of his discovery to practical uses such as medical
diagnosis. Edison, the prodigious inventor who was interested only
in the practical application of scientific discoveries, and his
co-worker Clarence Dally enthusiastically investigated the
practical possibilities of the discoveries in the new field of
radiation. Dally became so committed to his work in this field
that he shortly developed an illness and died. At the time, no on
knew about the dangers of prolonged exposure to x-rays. But
sensing some connection between his co-worker's untimely death and
his work with x-rays, Edison stopped his own investigations.

Cole himself became involved in work with x-rays during his
internship at Roosevelt Hospital in New York City in 1898 and
1899. His contribution to this important field was in the area of
interpretation of what were at the time primitive x-rays and
diagnosis of ailments such as tuberculosis and kidney stones. Cole
writes in such a way that the reader feels she or he is right with
him in the steps he makes in improving the use of x-rays. He adds
drama and human interest to the origins of this important medical
technology. The lecture "Dr. Watson and Mr. Sherlock Holmes" uses
the popular mystery stories of Arthur Conan Doyle to explore the
role of medicine in solving crimes, particularly murder. In some
cases, medical tests are required to figure out if a crime was
even committed. This lecture in particular demonstrates the
fundamental role played by medicine in nearly all major areas of
society throughout history. The seven collected lectures have
broad appeal. All of them are informative and educational in an
engaging way. Each is on an always interesting topic taken up by a
professional in the field of medicine obviously skilled in
communicating to the general reader. The authors seem almost mind
readers in picking out the most fascinating aspects of their
subjects which will appeal to the lay readers who are their
intended audience. While meant mainly for lay persons, the
lectures will appeal as well to doctors, nurses, and other
professionals in the field of medicine for putting their work in a
broader social context and bringing more clearly to mind the
interests, as well as the stake, of the public in medicine.


                            *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
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equity securities trade in public market are determined by more
than a balance sheet solvency test.

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Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
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Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
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Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

TCR subscribers have free access to our on-line news archive.
Point your Web browser to http://TCRresources.bankrupt.com/and use
the e-mail address to which your TCR is delivered to login.

                            *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.  
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog,
Meriam Fernandez, Joel Anthony G. Lopez, Cecil R. Villacampa,
Sheryl Joy P. Olano, Psyche A. Castillon, Ivy B. Magdadaro, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman,
Editors.

Copyright 2017.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
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firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Peter A.
Chapman at 215-945-7000 or Nina Novak at 202-362-8552.

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