/raid1/www/Hosts/bankrupt/TCR_Public/180406.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, April 6, 2018, Vol. 22, No. 95

                            Headlines

1631 HYDE PARK: 2nd Amended Disclosures OK'd; May 8 Plan Hearing
22 MAPLE STREET: Bid to Appoint Receiver for WHCL, et al., OK'd
A.J. BART: Case Summary & 20 Largest Unsecured Creditors
ACOSTA INC: Bank Debt Trades at 15.69% Off
ACTUANT CORP: S&P Lowers CCR to 'BB' on Weak Profitability

ACTUANT CORPORATION: Egan-Jones Retains 'BB-' LC Sr. Unsec. Rating
ADMI CORP: Moody's Affirms B2 Corp. Family Rating; Outlook Stable
ADMI CORP: S&P Affirms 'B' Corporate Credit Rating, Outlook Stable
ADVANTAGE SALES: Bank Debt Trades at 5.00% Off
AERCAP GLOBAL: Moody's Ups Junior Subordinated Debt Rating to Ba1

AGT FOOD: DBRS Confirms B(high) Issuer Rating
ALEGION INC: U.S. Trustee Unable to Appoint Committee
ALLIED NEVADA: Stockholders' Appeals Equitably Moot, 3rd Cir. Rules
ALPHABET HOLDING: S&P Lowers CCR to 'B-', Outlook Negative
AMC ENTERTAINMENT: Fitch Affirms 'B' Long-Term IDR; Outlook Stable

AMERICAN EXPRESS: Fitch Withdraws All Ratings Amid Bank Merger
AMERICAN TOOLS: Monthly Payment for Unsecureds Raised to $1,912
AMERIFLEX ENG'G: M. Zoller Claim Subordinated Below Unsecureds
ANCHOR GLASS: Bank Debt Trades at 3% Off
ANEMOI WIND: S&P Affirms 'B' Corp. Credit Rating on Reduced Debt

ANVIL INT'L: Add-On Term Loan No Impact on B2 CFR, Moody's Says
ANVIL INTERNATIONAL: S&P Affirms B Rating on Term Loan B Due 2024
APOLLO MEDICAL: Allied Physicians Has 5.06% Stake as of Dec. 8
APOLLO MEDICAL: Lakhi Sakhrani Reports 4.65% Stake as of Dec. 8
ARBORSCAPE INC: Case Summary & 20 Largest Unsecured Creditors

ARKANSAS CITY PBC: Moody's Lowers Lease Bonds Rating to B2
ASA LODGING: To Pay Unsecured Creditors 5% Over 3 Years
AUTHENTIC BRANDS: Moody's Rates New $110MM Secured Term Loans B1
AUTHENTIC BRANDS: S&P Affirms 'B' on 1st Lien Term Loan Amid Upsize
BEAULIEU GROUP: April 27 Hearing on Amended Joint Liquidation Plan

BETO'S COLLISION: Case Summary & 14 Unsecured Creditors
BILL BARRETT: Terminates Registration of Senior Notes
BIOSTAGE INC: Names James Shmerling to Board of Directors
BLACKBOARD INC: Bank Debt Trades at 6.79% Off
BLUE RIDGE: Taps Robert S. Naftal as Special Counsel

BNEVMA LLC: Taps Furr and Cohen as Legal Counsel
C & M AIR: Case Summary & 20 Largest Unsecured Creditors
C-N-T REDI MIX: YesLender Forbids Further Cash Collateral Use
CACI INTERNATIONAL: Moody's Confirms Ba2 CFR; Outlook Stable
CANDI CONTROLS: Wants Up To $375,000 in Financing From Altair

CAREVIEW COMMUNICATIONS: Incurs $20.1 Million Net Loss in 2017
CARTHAGE SPECIALTY: Taps Bond Schoeneck as Legal Counsel
CASABLANCA GLOBAL: S&P Puts 'B' CCR on CreditWatch Negative
CEC ENTERTAINMENT: Bank Debt Trades at 6.15% Off
CENVEO INC: Taps BKD LLP to Provide Audit Advisory Services

CHARMING CHARLIE: Wins Confirmation of Bankruptcy Plan
CHARTER COMMUNICATIONS: Moody's Assigns Ba1 Sr. Sec. Notes Rating
COLLISION EXPRESS: U.S. Trustee Unable to Appoint Committee
COLORADO LONESOME: Seeks Access to Del Norte Bank Cash Collateral
COMMUNITY HEALTH: Bank Debt Due 2019 Trades at 2.58% Off

COMMUNITY HEALTH: Bank Debt Due 2021 Trades at 4% Off
COMPASS GROUP: Moody's Lowers Corporate Family Rating to B1
COMPASS GROUP: S&P Cuts Corp. Credit Rating to 'B+', Outlook Stable
COMSTOCK RESOURCES: S&P Puts 'CCC+' CCR on CreditWatch Positive
CONCHO RESOURCES: Egan-Jones Lowers Sr. Unsecured Ratings to BB+

CONNEAUT LAKE PARK: April 24 Hearing on Sale of Lakefront Lot
CROWN CAPITAL: DBRS Confirms BB(low) Issuer Rating, Trend Stable
CROWN CASTLE: Moody's Assigns (P)Ba1 Subordinate Shelf Rating
DIEGO ENRICO MALTA: Dist. Ct. Junks Law Firm's Bid to Dismiss Suit
DISH DBS: S&P Revises Unsec. Debt Recovery Rating to 3 on Repayment

DONCASTERS FINANCE: Bank Debt Trades at 5.50% Off
DPL INC: Moody's Hikes Senior Unsecured Debt Rating to Ba2
DULUTH TRAVEL: Seeks Authorization on Cash Collateral Use
DYNEGY INC: 5th Cir. Affirms Dismissal of Shareholder Suit
EC OFFSHORE: Plan Outline Hearing Set for April 17

EIF CHANNELVIEW: $305MM Senior Loans Get Moody's B1 Rating
EIF CHANNELVIEW: S&P Gives Prelim. B+ Ratings to $305MM Sec. Loans
ENSEQUENCE INC: Wants To Secure Up To $1.5M DIP Financing From ESW
EV ENERGY: Moody's Lowers PDR to D-PD After Chapter 11 Filing
FALLBROOK TECHNOLOGIES: Unsecureds to Get 13% of New Common Stock

FAYYAZ KARIM: Bayview Check Lien Avoidable as Preference, Ct. Rules
FIRST QUANTUM: Moody's Affirms B3 CFR & Alters Outlook to Negative
FIRST QUANTUM: S&P Affirms 'B' Issuer Credit Rating, Outlook Stable
FIRSTENERGY CORP: S&P Affirms BB+ Unsecured Debt Rating Amid Ch. 11
FIRSTENERGY SOLUTIONS: Fitch Cuts IDR to D After Bankruptcy Filing

FIRSTENERGY SOLUTIONS: Moody's Cuts CFR to C Amid Bankr. Filing
FIRSTENERGY SOLUTIONS: S&P Lowers ICR to 'D' on Bankruptcy Filing
FNB CORP: Moody's Affirms (P)Ba1 Preferred Shelf Rating
FOSTER ENTERPRISES: Taps MGR as Real Estate Broker
FRANKLIN ACQUISITIONS: Taps Maynez Law as Legal Counsel

FREEDOM MORTGAGE: Moody's Affirms B1 CFR & Alters Outlook to Pos.
FREEDOM MORTGAGE: S&P Affirms 'B-' ICR on New Notes Offering
FULLCIRCLE REGISTRY: Appoints Mark Overby to Board of Directors
FULLCIRCLE REGISTRY: Delays 2017 Form 10-K Filing
FUSION CUSTOM: Seeks Authority on Interim Use of Cash Collateral

GATEWAY BUICK GMC: Missouri Dealership Seeks Creditor Protection
GATEWAY BUICK: Voluntary Chapter 11 Case Summary
GENESIS TOTAL: Unsecureds to Recoup 20% Over a Five-Year Period
GIGA-TRONICS INC: Closes $1.1M Private Placement Financing
GOLD AND GREEN: Taps Bronson Law Offices as Legal Counsel

GOLD COAST: Case Summary & 20 Largest Unsecured Creditors
GREAT FALLS DIOCESE: Committee Atty's Fee Request Has Interim OK  
GREATER LEWISTOWN: Court Denied Further Use of Cash Collateral
GROM SOCIAL: Delays 2017 Form 10-K Filing
HANKAM HOLDINGS: Taps Dental Office Network as Broker

HARTFORD, CT: Moody's Assigns B2 Issuer Rating; Outlook Stable
HIGHPOINT OPERATING: Moody's Hikes CFR to B3; Outlook Stable
HIGHPOINT RESOURCES: S&P Hikes CCR to 'B', Off CreditWatch Positive
HOOK LINE: Committee Taps Landye Bennett as Legal Counsel
HOOPER HOLMES: Appoints James Fleet as Chief Restructuring Officer

HOOPER HOLMES: Delays Form 10-K Pending Restatements
HOOPER HOLMES: Will Restate Its Form 10-Qs Due to Accounting Error
HOTELS OF STAFFORD: Case Summary & 2 Unsecured Creditors
HOUGHTON MIFFLIN: Bank Debt Trades at 8.79% Off
HOUSTON AMERICAN: Incurs $2.03 Million Net Loss in 2017

ICONIX BRAND: Approves 2018 Awards under Long Term Incentive Plan
INSTITUCION SANTA ELENA: April 26 Plan, Disclosures Hearing
INSTITUTE OF MANAGEMENT: Taps Ira H. Thomsen as Legal Counsel
INTEGRO PARENT: Moody's Affirms B3 CFR; Outlook Stable
INTEGRO PARENT: S&P Affirms 'B-' ICR & Alters Outlook to Positive

INTERNATIONAL TEXTILE: Moody's Assigns B1 Corporate Family Rating
INTERNATIONAL TEXTILE: S&P Assigns 'B' CCR, Outlook Stable
INTERNATIONAL TRADING: Voluntary Chapter 11 Case Summary
KIMBALL HILL: SMS Bid to Implead GSSI Partly Granted
KITTERY POINT: Bankr. Court Junks Suit vs Bayview and T. Enright

LAKEVIEW VILLAGE: Fitch Rates $52.6MM Series 2018A Bonds 'BB+'
LANDMARK LIFE: A.M. Best Affirms B(fair) FSR, Outlook Positive
LANDS' END: Bank Debt Trades at 5.05% Off
LEGALSHIELD: Moody's Assigns B2 Corporate Family Rating
LEXMARK INT'L: Fitch Lowers IDR to CCC+ on Diminished Liquidity

LONG BLOCKCHAIN: Singapore's TSLC Raises Stake to 17%
LSB INDUSTRIES: Marran Ogilvie Quits as Director
LTG LLC: Taps VIP Realty Group as Real Estate Broker
MASSENGILL FAMILY: Taps Scarborough & Fulton as Legal Counsel
MCCORMICK INC: Case Summary & 18 Unsecured Creditors

MEDOVEX CORP: Lowers Net Loss to $6.45 Million in 2017
MESOBLAST LIMITED: Closes Enrollment for Chronic Back Pain Trial
MIDCONTINENT EXPRESS: Moody's Affirms Ba2 CFR; Outlook Negative
MISSISSIPPI POWER: Moody's Retains Ba1 CFR Amid New $900 Bank Loans
MONITRONICS INTERNATIONAL: Bank Debt Trades at 2.87% Off

NAKED BRAND: Given Until July 30 to Regain Nasdaq Compliance
NATIONS FIRST: U.S. Trustee Forms 9-Member Committee
NATURE'S BOUNTY: Bank Debt Trades at 7.33% Off
NAVIENT CORP: Fitch Affirms 'BB' LongTerm IDR; Outlook Stable
NAVILLUS TILE: Taps Mercer (US) as Consultant

NEW INVESTMENTS: Dist. Ct. Upholds Ruling in Favor of Altanatural
ORION HEALTHCORP: U.S. Trustee Forms 3-Member Committee
PACIFIC DRILLING: Taps KPMG Luxembourg as Auditor
PERFORMANCE DRILLING: Public Sale Set for April 12
PERFORMANCE TIRE: Taps Matthew L. Pepper as Legal Counsel

PF CHANG: Moody's Lowers CFR to Caa1 over Weak Liquidity
PHOENIX COMPANIES: A.M. Best Affirms B(fair) Fin. Strength Rating
PREMIER MARINE: 4th Amendment to Cash Collateral Stipulation Okayed
PRIME HEALTHCARE: S&P Affirms 'B-' CCR, Off CreditWatch Negative
PRINTING MACHINE: Taps Tamarez CPA as Accountant

PROFESSIONAL RESOURCE: Unsecureds to be Paid 5% of Allowed Claims
QUEEN ELIZABETH: Ruling Allowing SMS to File Late Claim Upheld
R.O. MANSE 1708: Case Summary & 5 Unsecured Creditors
RADISYS CORPORATION: Egan-Jones Lowers FC Sr. Unsec. Rating to C
RENNOVA HEALTH: On Track to Acquire Hospital by May 1

RIO OIL: S&P Assigns Prelim. BB- Rating on Series 2018-1 Notes
RL ENTERPRISES: Unsecureds to Receive Nothing Under Plan
ROCKY MOUNTAIN: S&P Lowers Rating on 2010 School Bonds to 'B-'
RONALD AND GRACE: Voluntary Chapter 11 Case Summary
ROOSEVELT GARDEN: S&P Puts 'BB+' Rating on 2014A Bonds on Watch Neg

S360 RENTALS: Taps W. Steven Shumway as Legal Counsel
SAN JUAN ICE: Case Summary & 20 Largest Unsecured Creditors
SERTA SIMMONS: Bank Debt Trades at 9.09% Off
SFR GROUP: Bank Debt Trades at 3.40% Off
SHEARER'S FOODS: Moody's Affirms B3 CFR; Outlook Stable

SHERIDAN INVESTMENT I: Bank Debt Trades at 15.75% Off
SHERIDAN PRODUCTION I-A: $98MM Bank Debt Trades at 16.42% Off
SHERIDAN PRODUCTION I-M: $60MM Bank Debt Trades at 16.42% Off
SHERIDAN PRODUCTION: $900MM Bank Debt Trades at 16.42% Off
SII LIQUIDATION: Bankruptcy Court Sanctions Counsel $16K

SIVYER STEEL: Taps Concord Financial as Investment Banker
SKILLSOFT CORPORATION: Bank Debt Trades at 13.87% Off
SLM CORP: Fitch Raises IDR to BB+ & Revises Outlook to Stable
SOLID CONCRETE: Taps Fireside Associates as Realtor
SOUTHEASTERN GROCERS: Taps Prime Clerk as Claims Agent

SS&C TECHNOLOGIES: Moody's Affirms Ba3 Corporate Family Rating
STG-FAIRWAY ACQUISITIONS: Moody's Hikes CFR to Caa1; Outlook Pos.
STONEMOR PARTNERS: S&P Affirms 'CCC+' CCR Amid Delayed 10-K Filing
SULLIVAN VINEYARDS: Ruling Bid to Transfer Suit vs. Finn Deferred
SYNCREON GROUP: Bank Debt Trades at 6.87% Off

T.P.I.S. INDUSTRIAL: Case Summary & 20 Largest Unsecured Creditors
TELEPHONE AND DATA: Fitch Affirms BB+ IDR; Outlook Stable
THOMAS SPIELBAUER: EWL Has Valid State Court Judgment, Ct. Rules
TINSELTOWN PARTNERS: U.S. Trustee Unable to Appoint Committee
TJARNEL INC: Seeks Approval to Use Chase Cash Collateral

TOISA LIMITED: Commercial Shipping Fleet Up for Sale
TOISA LIMITED: Plan Solicitation Period Extended Thru April 18
TRACEY BARON: Deem, et al., Suit Not Stayed by Bankruptcy Filing
TRINDERA ENGINEERING: Case Summary & 20 Top Unsecured Creditors
TRINITY AFFORDABLE: S&P Keeps BB+ Rating on 2015 Bonds on Watch Neg

UPRIGHT SHORING: Dist. Court Confirms Southwest Arbitration Award
US FINANCIAL: Taps David W. Cohen as Legal Counsel
VELOCITY HOLDING: MAG Emerges From Chapter 11 Bankruptcy
VER TECHNOLOGIES: Case Summary & 30 Largest Unsecured Creditors
VERSUM MATERIALS: S&P Raises CCR to BB+ on Improved Credit Metrics

WARREN C. HAVENS: Ct. Affirms Order Granting A. Leong Atty's Fees
WEST MIFFLIN SD: Moody's Alters Ratings Outlook to Stable
WESTERN REFRIGERATED: Taps Larry L. Ales as Accountant
WESTMORELAND COAL: Kirkland, Centerview and Alvarez on Board
WIDEOPENWEST FINANCE: Bank Debt Trades at 2.62% Off

WILLIAMS COMPANIES: Fitch Affirms BB+ LongTerm IDR; Outlook Stable
WINEBOW GROUP: Moody's Lowers CFR to B3; Keeps Outlook Negative
WRIGHT'S WELL: Oceaneering Proposed Plan to Provide Cash Infusion
ZERO ENERGY: Seeks Interim Authority to Use Cash Collateral
[*] BofI Unit Acquires Epiq's Trustee & Fiduciary Services Business

[*] S&P Alters Outlook to Neg. on Various Business Development Cos.
[^] BOOK REVIEW: The Financial Giants In United States History
[^] Recent Small-Dollar & Individual Chapter 11 Filings

                            *********

1631 HYDE PARK: 2nd Amended Disclosures OK'd; May 8 Plan Hearing
----------------------------------------------------------------
Judge Melvin S. Hoffman of the U.S. Bankruptcy Court for the
District of Massachusetts approved 1631 Hyde Park Avenue, LLC's
second amended disclosure statement in support of its chapter 11
plan.

The Court finds that the disclosure statement contains information
adequate to enable a hypothetical and reasonable investor typical
of holders of claims and interests under the plan to make an
informed judgment about the plan and satisfies the requirements of
Section 1125 of the Bankruptcy Code.

Written ballots containing acceptances or rejections of the Plan
must be received on or before April 5, 2018 at 4:30 p.m. Eastern
Time by counsel to the Debtor.

Objections to confirmation of the Plan must be filed in writing on
or before April 5, 2018 at 4:30 p.m. Eastern Time.

Responses to any objections to the Plan must be filed on or before
April 26, 2018 at 4:30 p.m. Eastern Time.

A hearing on confirmation of the Plan and on any objections to
confirmation will be held on May 8, 2018 at 11:30 a.m. at the
United States Bankruptcy Court, United States Courthouse, 5 Post
Office Square, Boston, MA 02109.

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

              http://bankrupt.com/misc/mab17-13308-112.pdf

                  About 1631 Hyde Park Avenue

1631 Hyde Park Avenue, LLC, listed its business as a single asset
real estate as defined in 11 U.S.C. Section 101(51B).  The Company
owns a home located at 1631 Hyde Park Ave, in Boston,
Massachusetts, valued at $1.29 million.  This home is currently
recorded as part of Suffolk County with approximately 6200 square
feet.

1631 Hyde Park Avenue filed a Chapter 11 petition (Bankr. D. Mass.
Case No. 17-13308) on Sept. 2, 2017, disclosing $1.29 million in
assets and $587,054 in liabilities.  The petition was signed by
Siveny Augustin and Marie Augustin, owner and operator.  

The case is assigned to Judge Melvin S. Hoffman.

The Debtor is represented by Daniel Occena, Esq. at Occena Law,
P.C.


22 MAPLE STREET: Bid to Appoint Receiver for WHCL, et al., OK'd
---------------------------------------------------------------
Senior District Judge Rya W. Zobel allowed Plaintiff Capital
Finance, LLC's emergency motion for appointment of receiver as to
Waban Health Center, LLC, Merrimack Valley Health Center, LLC,
Watertown Health Center, LLC, and Worcester Health Center, LLC in
the case captioned CAPITAL FINANCE, LLC. et al. v. 22 MAPLE STREET,
LLC, et al., Civil Action No. 18-10172-RWZ (D. Mass.).

Plaintiff-lenders Capital Finance, LLC and Capital Funding, LLC
moved for appointment of a receiver of "owner" defendant-borrowers
22 Maple Street, LLC; 25 Oriol Drive, LLC; 59 Coolidge Road, LLC;
and 20 Kinmonth Road, LLC (the "Owner Defendants") and "operator"
defendant-borrowers Waban Health Center, LLC; Merrimack Valley
Health Center, LLC; Watertown Health Center, LLC; and Worcester
Health Center, LLC (the "Operator Defendants"). Defendants own and
operate skilled nursing facilities at their Massachusetts
properties. Though all defendants are distinct corporate entities,
each is controlled and managed by non-party Synergy Health Centers,
LLC.

On Jan. 16, 2018, plaintiffs filed a complaint in the Business
Litigation Session of the Suffolk Superior Court alleging
defendants had breached their loan agreements and seeking
appointment of a receiver of the properties and nursing home
operations. Defendants subsequently removed the action to the
district court. After briefing the receivership motion but the day
before the court's scheduled hearing, each Owner Defendant filed a
petition for bankruptcy under Chapter 11 in the Eastern District of
New York. That stayed this litigation with respect to the Owner
Defendants. Since the Operator Defendants did not file for
bankruptcy, plaintiff Capital Finance LLC's motion for appointment
of a receiver of their businesses is properly before the district
court.

Plaintiff argues that a receiver is necessary because
"[d]efendants' careless and negligent behavior has not only
jeopardized the Agent's Collateral, but it has put the residents at
their nursing facilities at risk." In addition to being in default
on their loan obligations, plaintiff contends that defendants are
unable to keep up with payments to vendors such that there exists a
real and alarming threat that the facilities will falter and all
revenues will cease. Plaintiff also suggests that a receivership is
in the public interest, given the threat to patients if the nursing
homes fail. Finally, plaintiff notes that a separate Massachusetts
nursing facility affiliated with Synergy is already in
receivership.

Defendants counter that although they are in default on their
obligations to plaintiff and do have certain outstanding balances
with vendors, appointment of a receiver is unnecessary because
"Plaintiffs present no allegations or evidence to demonstrate that
the Defendants are insolvent and provide the Court with no showing
whatsoever that the Properties provide inadequate security to
satisfy the total debt owed." They argue that their financial
position is not as grim as plaintiff claims and that, in any event,
plaintiff has failed to show the requisite "something more" which
would justify receivership.

Contrary to defendants' arguments, the Court is persuaded that
receivership is fully warranted. This conclusion is based on the
complaint; the parties' briefs, affidavits, and related papers; the
loan agreements; and supplemental financial information regarding
defendants' accounts receivable and payable; as well as the
parties' arguments at the hearing on plaintiffs motion.

To begin, "plaintiffs probable success in the action" is
considerable. Breach of the loan and forbearance agreements is not
seriously in dispute, nor is the fact that the entire AR Loan
balance is presently due and owing. That defendants "continue to
perform on and pay the loans" is immaterial because, as they admit,
the alleged breaches concern "certain reporting requirements,
covenants and agreements" which they failed to satisfy.

Turning to the "possibility of irreparable injury to [plaintiffs]
interest in the property," it is clear that the viability of
defendants' operations is seriously threatened because their
current income stream is insufficient to cover their operating
expenses and outstanding debts.

Also, while the Operator Defendants are separate legal entities
from the Owner Defendants, the latter's recent bankruptcies further
underscore the gravity of defendants' financial problems given that
both sets of companies are owned and managed by Synergy. The
bankruptcies and surrounding facts also lend credence to plaintiffs
allegations of gridlock and disarray within Synergy's management.

In sum, defendants' financial situation is "something more" than
"doubtful" -- it is dire. The Court is  persuaded that there is an
"imminent danger" that the relevant property, i.e. the accounts and
other assets securing plaintiffs loan, will be "lost" or
"diminished in value." These circumstances, when considered
alongside plaintiffs probable success in the underlying action as
well as Synergy's management turmoil and the bankruptcy of the
Owner Defendants, justify a receivership.

A full-text copy of Judge Zobel's Memorandum Decision dated March
9, 2018 is available at https://is.gd/4cgNqT from Leagle.com.

Capital Finance, LLC & Capital Funding, LLC, Plaintiffs,
represented by John O. Mirick -- jmirick@mirickoconnell.com --
Mirick, O'Connell, DeMallie & Lougee, Keneth Ottaviano --
kenneth.ottaviano@kattenlaw.com -- Katten Muchin Rosenman LLP, pro
hac vice & Paige E. Barr  -- paige.tinkham@kattenlaw.com Katten
Muchin Rosenman LLP, pro hac vice.

22 Maple Street, LLC, 25 Oriol Drive, LLC, 59 Coolidge Road, LLC,
20 Kinmonth Road, LLC, Waban Health Center, LLC, Watertown Health
Center, LLC, Worcester Health Center, LLC & Merrimack Valley Health
Center, LLC, Defendants, represented by Ethan Z. Tieger --
etieger@hinshawlaw.com -- Hinshaw & Culbertson LLP & Samuel C.
Bodurtha -- sbodurtha@hinshawlaw.com -- Hinshaw & Culbertson LLP.

About 22 Maple Street, LLC

22 Maple Street, LLC and affiliates 25 Oriol Drive, LLC , 59
Coolidge Road, LLC, and  20 Kinmonth Road, LLC filed for Chapter 11
bankruptcy protection (Bankr. E.D.N.Y. Case Nos. 18-40816-19) on
Feb. 14, 2018, and are represented by Kevin J Nash, Esq. of
Goldberg Weprin Finkel Goldstein LLP. YC Rubin, chief restructuring
officer, signed the petitions.

The Debtors were organized in 2013 to acquire real property
associated with four nursing homes under the so-called "Villages"
portfolio.  The Properties are each encumbered by a first mortgage
lien and security interest securing four term loans in the original
aggregate balance of $36,856,627, made in March 2014, with Capital
Finance LLC as agent for the syndicated lenders.  Each of the
Debtors is an affiliate of 90 West Street LLC (which sought
bankruptcy protection on Jan. 30, 2018, Case No. 18-40515) and Keen
Equities LLC (which sought bankruptcy protection on Nov. 12, 2013,
Case No. 13-46782.

Each of the Debtors listed their estimated assets as $1 mil.-$10
million and estimated liabilities as $10 mil.-$50 million.


A.J. BART: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: A.J. Bart Inc.
        4130 Lindbergh Drive
        Addison, TX 75001

Business Description: Founded in 1956, A.J. Bart Inc. is
                      a full service commercial printing company
                      headquartered in Addison, Texas with
                      locations in Dallas and New York.  The
                      Company offers multi-page printing,
                      collateral pieces printing, digital/web-
                      based printing, advertising and promotional
                      items printing.  Visit http://www.ajbart.com
              
                      for more information.

Chapter 11 Petition Date: April 3, 2018

Case No.: 18-31229

Court: United States Bankruptcy Court
       Northern District of Texas (Dallas)

Judge: Hon. Stacey G. Jernigan

Debtor's Counsel: Joyce W. Lindauer, Esq.
                  JOYCE W. LINDAUER ATTORNEY, PLLC
                  12720 Hillcrest Road, Suite 625
                  Dallas, TX 75230
                  Tel: (972) 503-4033
                  Fax: (972) 503-4034
                  E-mail: joyce@joycelindauer.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Richard Bart, president.

A full-text copy of the petition containing, among other items, a
list of the Debtor's 20 largest unsecured creditors is available
for free at: http://bankrupt.com/misc/txnb18-31229.pdf


ACOSTA INC: Bank Debt Trades at 15.69% Off
------------------------------------------
Participations in a syndicated loan under which Acosta Inc. is a
borrower traded in the secondary market at 84.31
cents-on-the-dollar during the week ended Friday, March 29, 2018,
according to data compiled by LSTA/Thomson Reuters MTM Pricing.
This represents a decrease of 1.87 percentage points from the
previous week. Acosta Inc. pays 325 basis points above LIBOR to
borrow under the $2.055 billion facility. The bank loan matures on
September 26, 2021. Moody's rates the loan 'B3' and Standard &
Poor's gave a 'CCC+' rating to the loan. The loan is one of the
biggest gainers and losers among 247 widely quoted syndicated loans
with five or more bids in secondary trading for the week ended
Friday, March 29.


ACTUANT CORP: S&P Lowers CCR to 'BB' on Weak Profitability
----------------------------------------------------------
S&P Global Ratings lowered its corporate credit rating on
U.S.-based Actuant Corp. to 'BB' from 'BB+'.

S&P said, "At the same time, we lowered our issue-level rating on
the company's senior unsecured notes to 'BB-' from 'BB'. The '5'
recovery rating is unchanged, indicating our expectation for modest
recovery (10%-30%; rounded estimate: 20%) in the event of a payment
default."

The downgrade reflects that Actuant compares unfavorably to other
'BB+' capital goods peers, specifically with regard to scale.
Actuant's revenue base, just over $1 billion for fiscal year 2017,
had limited growth over the last 12-18 months due to demand
weakness in some of its cyclical end markets, particularly in its
energy end markets. In addition, in December 2017, Actuant sold its
Viking business (which generated about $90 million of revenue when
acquired by Actuant, but only $20 million of revenue in 2017).
Although this segment was unprofitable and the divestiture reduces
the company's exposure to the upstream, offshore oil and gas
market, the sale demonstrates the risks to the company's
acquisition-based growth strategy. The $12 million sales price was
far below the $235 million Actuant paid for the business in 2013.
Moreover, Actuant said that it is exploring alternatives for a
portion of its businesses that contribute around $100 million of
revenue, which could further reduce the company's scale and product
diversity.

S&P said, "The negative outlook on Actuant reflects the 1-in-3
possibility that we will downgrade the company over the next 12
months if it doesn't reduce leverage. The negative outlook also
reflects our expectation that Actuant's profitability will remain
challenged, which may limit its ability to reduce leverage. We
expect Actuant's adjusted debt to EBITDA to be in the high-2x area
by the end of fiscal years 2018 and 2019, as we expect the company
will continue to pursue small bolt-on acquisitions and limit share
repurchases.

"We could further lower our ratings on Actuant if its debt to
EBITDA remains above 3x with limited prospects for improvement.
This could occur if Actuant's profitability is weaker than
anticipated, or if the company chooses to pursue acquisitions or
shareholder returns instead of reducing leverage. We could also
lower the rating if the company reduces scale as measured by
revenue base with divestitures.

"We could revise our outlook on Actuant to stable over the next
year if operating performance improves -- particularly
profitability -- reducing leverage below 3x. This could occur if
Actuant realizes the benefits of restructuring initiatives
undertaken during fiscal year 2017 and the first half of fiscal
year 2018, and we come to believe that the company is committed to
maintaining financial policies that will support this level of
leverage."


ACTUANT CORPORATION: Egan-Jones Retains 'BB-' LC Sr. Unsec. Rating
------------------------------------------------------------------
Egan-Jones Ratings Company, on March 23, 2018, maintained the BB-
local currency senior unsecured rating on debt issued by Actuant
Corporation.

Based in Menomonee Falls, Wisconsin, Actuant Corporation is an
American diversified industrial company serving customers from
operations in more than 30 countries.


ADMI CORP: Moody's Affirms B2 Corp. Family Rating; Outlook Stable
-----------------------------------------------------------------
Moody's Investors Service affirmed the B2 Corporate Family Rating
and B2-PD Probability of Default Rating of ADMI Corp. (dba "Aspen
Dental"). Moody's also assigned a B2 rating to the proposed first
lien senior secured credit facility. The rating outlook is stable.

Proceeds from the $870 million term loan, $5 million under the
revolver, and some cash will be used to repay all existing debt,
fund a $85 million dividend and pay transaction fees and expenses.

"The refinancing and dividend results in debt to EBITDA increasing
about half a turn to 6.4 times, which is high for the B2 rating,"
stated Moody's AVP - Analyst Todd Robinson. "However, Moody's
acknowledge the company's solid market position, stable end markets
and favorable industry dynamics," continued Robinson. Moody's
anticipates that adjusted debt to EBITDA will decline below 6 times
over the next 12 months.

All ratings are subject to review of final documentation.

ADMI Corp.:

Ratings affirmed:

-- Corporate Family Rating at B2

-- Probability of Default Rating at B2-PD

Ratings assigned:

-- $75 million senior secured first lien revolving credit
   facility at B2 (LGD3)

-- $870 million senior secured first lien term loan B at B2
    (LGD3)

Ratings with no action taken, to be withdrawn when the debt is
repaid:

-- $35 million senior secured revolving credit facility due 2020
    at B1 (LGD3)

-- $622 million senior secured term loan due 2022 at B1 (LGD3)

The rating outlook is stable.

RATINGS RATIONALE

Aspen Dental's B2 Corporate Family Rating reflects its high
financial leverage and aggressive growth strategy with 70 to 80 new
office openings per year. Moody's expects these factors will
constrain profitability margins and free cash flow. The rating is
also limited by the high proportion of self-pay revenues, as these
patients typically are responsible for a large portion of their
bill and rely on third party financing arrangements. However, the
rating is supported by the company's strong market position as the
second largest dental service organization behind Heartland Dental,
LLC. (B3, ratings under review for downgrade). Furthermore, Aspen
Dental has the flexibility to improve cash flows by reducing new
office openings if necessary.

The stable outlook reflects Moody's expectation that financial
leverage will improve, but remain high. The outlook also
incorporates Moody's expectation that the company will maintain an
adequate or better liquidity profile.

The ratings could be upgraded if Aspen Dental adopts more
conservative financial policies and decreases debt to EBITDA below
4.5 times. Additionally, the company would have to materially
improve its size, profitability and cash flow.

The ratings could be downgraded if the company's liquidity profile
weakens or if debt/EBITDA is sustained above 6 times. A material
reduction in free cash flow or additional debt funded transactions
could also result in a ratings downgrade.

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

Aspen Dental provides business support services to its 669
affiliated dental offices. Revenues are around $767 million. The
company is majority-owned by Ares Management, LP and Leonard Green
& Partners, L.P., with the remaining 20% owned by American
Securities, management and doctors.


ADMI CORP: S&P Affirms 'B' Corporate Credit Rating, Outlook Stable
------------------------------------------------------------------
Dental support organization (DSO) ADMI Corp. plans to enter into a
new $945 million senior secured credit facility, consisting of a
$75 million five-year revolver and an $870 million seven-year term
loan B.

S&P Global Ratings affirmed its 'B' corporate credit rating on ADMI
Corp. The rating outlook remains stable.

S&P said, "At the same time, we assigned a 'B' debt rating and '3'
recovery rating to ADMI's first-lien senior secured credit
facility, consisting of a $75 million five-year revolver and an
$870 million seven-year term loan B. The '3' recovery rating
indicates our expectations for a meaningful (50%-70%; rounded
estimate: 50%) recovery in the event of payment default.

"The company will use the proposed new term facility mainly to
refinance all its current debt and to fund an $85 million
distribution to shareholders. We view this additional distribution,
after the company also funded a $200 million dividend to
shareholders in mid-2017, as aggressive, but still within our
expectations. As a result, despite steady growth in EBITDA,
adjusted leverage has increased to roughly 7x, from 5.7x at the end
of 2016.

"Our outlook on ADMI remains stable. Management has established a
track record of steady, topline growth, stable margins, and
adequate cash flows and has executed on its ongoing expansion
plans. Our base case projects ADMI sustaining leverage above 5x,
and that it will generate modest, sustainable positive cash flows."


ADVANTAGE SALES: Bank Debt Trades at 5.00% Off
----------------------------------------------
Participations in a syndicated loan under which Advantage Sales &
Marketing is a borrower traded in the secondary market at 95.00
cents-on-the-dollar during the week ended Friday, March 29, 2018,
according to data compiled by LSTA/Thomson Reuters MTM Pricing.
This represents a decrease of 0.91 percentage points from the
previous week. Advantage Sales pays 650 basis points above LIBOR to
borrow under the $760 million facility. The bank loan matures on
July 25, 2022. Moody's rates the loan 'Caa1' and Standard & Poor's
gave a 'CCC+' rating to the loan. The loan is one of the biggest
gainers and losers among 247 widely quoted syndicated loans with
five or more bids in secondary trading for the week ended Friday,
March 29.


AERCAP GLOBAL: Moody's Ups Junior Subordinated Debt Rating to Ba1
-----------------------------------------------------------------
Moody's Investors Service affirmed the Baa3 senior unsecured
ratings of AerCap Ireland Capital D.A.C, AerCap Global Aviation
Trust and International Lease Finance Corporation and upgraded to
Ba1(hyb) from Ba2(hyb) the junior subordinated debt rating of
AerCap Global Aviation Trust and the preferred stock ratings of
ILFC E-Capital Trust I and ILFC E-Capital Trust II. These entities
are subsidiaries of AerCap Holdings N.V. (AerCap, unrated). The
outlook for the ratings remains stable.

Upgrades:

Issuer: AerCap Global Aviation Trust

-- BACKED Junior Subordinated Regular Bond/Debenture, Upgraded to

    Ba1 (hyb) from Ba2 (hyb)

Issuer: ILFC E-Capital Trust I

-- BACKED Pref. Stock, Upgraded to Ba1 (hyb), stable, from Ba2
    (hyb), stable

Issuer: ILFC E-Capital Trust II

-- BACKED Pref. Stock, Upgraded to Ba1 (hyb), stable, from Ba2
    (hyb), stable

Affirmations:

Issuer: AerCap Ireland Capital D.A.C

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

    stable

-- BACKED Senior Unsecured Shelf, Affirmed (P)Baa3

Issuer: AerCap Global Aviation Trust

-- BACKED Senior Unsecured Shelf, Affirmed (P)Baa3

Issuer: International Lease Finance Corporation

-- Pref. Stock, Affirmed Ba2 (hyb), stable

-- Senior Secured Regular Bond/Debenture, Affirmed Baa2, stable

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

Issuer: Delos Finance SARL

-- BACKED Senior Secured Bank Credit Facility, Affirmed Baa2,
    stable

Issuer: Flying Fortress Holdings, LLC

-- BACKED Senior Secured Bank Credit Facility, Affirmed Baa2

Outlook Actions:

Issuer: AerCap Global Aviation Trust

-- Outlook, Remains Stable

Issuer: AerCap Ireland Capital D.A.C

-- Outlook, Remains Stable

Issuer: Delos Finance SARL

-- Outlook, Remains Stable

Issuer: Flying Fortress Holdings, LLC

-- Outlook, Remains Stable

Issuer: ILFC E-Capital Trust I

-- Outlook, Remains Stable

Issuer: ILFC E-Capital Trust II

-- Outlook, Remains Stable

Issuer: International Lease Finance Corporation

-- Outlook, Remains Stable

RATINGS RATIONALE

Moody's affirmed AerCap's senior unsecured ratings based on strong
operating performance and effective liquidity and capital
management over the past year, which has solidified the company's
leading franchise positioning in aircraft leasing. AerCap has also
continued to improve fleet composition through the sale of older
aircraft and investment in new models, while strengthening
liquidity as deliveries from its committed orders with The Boeing
Company and Airbus SE increased. The affirmation also reflects the
company's positive record of earnings, cash flow and capital
generation since acquiring larger competitor International Lease
Finance Corporation (ILFC) in 2014. Though competition within the
aircraft leasing sector has intensified, Moody's expects that
AerCap will continue to generate profitability that is stronger
than most rated peers.

Moody's upgraded the junior subordinated debt and trust preferred
stock ratings after assessing the securities' priority of claim in
the capital structure of each respective issuer and of AerCap,
which shares recourse on the securities on a junior subordinated
basis, and in light of AerCap's complex legal organizational
structure. In Moody's view, the seasoning of AerCap's risk
management and demonstrated consistency of execution since
acquiring ILFC lowers the potential loss given default on junior
securities relating to organizational complexity.

Constraints on AerCap's ratings include exposure to the cyclical
airline industry, significant speculative aircraft purchase
commitments, and debt to tangible net worth leverage (including
Moody's adjustments) higher than certain peers. The stable rating
outlook is based on Moody's expectation that AerCap will continue
to generate profitability higher than most peers, effectively
manage liquidity and leverage, and improve fleet composition.

Moody's could upgrade the ratings if AerCap: 1) increases and
maintains a ratio of tangible common equity to tangible managed
assets materially above 20%; 2) meaningfully reduces concentrations
in its top ten airline customers; 3) reduces secured debt/gross
tangible assets to 20% or less; and 4) maintains strong liquidity
and pre-tax profitability above the peer median.

Moody's could downgrade AerCap's ratings if the company's operating
prospects unexpectedly weaken, liquidity weakens in relation to
upcoming expenditures, the company pursues a strategy that
increases fleet residual risks, or its leverage increases
materially from the current level.

The principal methodology used in these ratings was Finance
Companies published in December 2016.


AGT FOOD: DBRS Confirms B(high) Issuer Rating
---------------------------------------------
DBRS Limited changed the trends on the Issuer Rating and Senior
Unsecured Notes rating of AGT Food and Ingredients Inc. to Negative
from Stable and confirmed both ratings at B (high) and BB (low),
respectively. The Recovery Rating on the Senior Unsecured Notes
remains RR3.

The Negative trends reflect significantly weaker-than-anticipated
earnings in 2017 (H2 2017 in particular) and the related use of
incremental debt to fund the shortfall of cash for capital
investments and working capital. Earnings were negatively affected
in 2017 by volatility in pulse markets caused by oversupply, which
included strong production in traditional import markets. The
oversupply of pulse markets led to the imposition of tariff and
non-tariff trade barriers by India, traditionally Canada's top
pulse export market and contributed to low pulse prices and lower
volumes processed by AGT. In addition, global issues related to
increased tension between Syria and Turkey led to incremental costs
associated with changing trade flows to favor products from
destinations other than Turkey for international aid agencies.

While DBRS expects earnings to improve in 2018 as pulse markets
normalize and adapt to new market conditions, there remains concern
over the pace of any recovery, which along with the incremental
debt incurred in 2017, will extend the period in which credit
metrics remain weak for the current B (high) Issuer Rating and make
any meaningful recovery to levels considered appropriate for the
current rating more challenging. Should the projected stabilization
of pulse markets and a recovery in AGT's earnings, as well as the
repayment of debt with cash generated from working capital not
materialize in 2018 and credit metrics not display a significant
recovery toward a level considered more appropriate for the current
B (high) Issuer Rating (i.e., total debt-to-EBITDA (including
preferred securities) below 6.0 times (x) and EBITDA coverage above
2.5x), DBRS is likely to downgrade the ratings. Although DBRS has
somewhat higher tolerance for volatility given the nature of the
industry, in order to return the trend to Stable, AGT would need to
continue to display growth and progress in its Food Ingredients
segment, along with recovering earnings in its legacy business such
that it does not require external financing, and credit metrics
display significant improvement toward a level closer to supportive
of the B (high) Issuer Rating.

Revenues declined approximately 12.1% year over year in 2017,
primarily because of lower pulse volumes and sharp declines in
prices driven by constrained global demand for imports. EBITDA
margins declined materially year over year in 2017 because of
compressed pulse margins, along with the effects of the tariffs in
India and other increases in cost of sales (i.e., non-tariff trade
barriers) where AGT filled existing orders with higher-priced
products. In addition, the Company incurred certain one-time costs
related to cargo in transit when the tariffs were imposed in India
and political tensions between Syria and Turkey led to Syria no
longer accepting products from Turkey. These one-time costs were
estimated by the Company at approximately $11 million in Q4 2017.
As such, AGT's EBITDA declined materially to approximately $46.6
million in 2017 versus $110.1 million in 2016 and $93.7 million in
2015. AGT reported adjusted EBITDA, which aims to adjust for
one-time costs, as described above, of approximately $64.9 million
in 2017 versus $118.8 million in 2016.

AGT's financial profile deteriorated meaningfully in 2017,
primarily as a result of the decline in earnings as well as the
increase in balance-sheet debt used to fund capex and working
capital. Cash flow from operations tracked operating income,
declining notably to $14 million in 2017 versus $79 million in 2016
and $68 million in 2015. Capex declined year over year but remained
elevated at approximately $50 million in 2017 as the Company
continued to invest in growth, completing ongoing projects
including the addition of new capabilities at the Minot facility.
The Company has indicated that capex should be in the $20 million
per-year range. AGT's dividend remained stable year over year at
approximately $14 million in 2017. As such, the Company generated a
free cash flow deficit of $51 million before changes in working
capital, versus $18 million the previous year. Working capital
requirements used approximately $61 million of cash in 2017, which
the Company attributed to a notable decline in payables because of
lower levels of deferred producer payments as North American
farmers required cash for product sold at compressed prices and the
Australian harvest was earlier in 2017 than the previous year. The
Company issued $190 million in preferred securities to Fairfax
Financial Holdings Limited in 2017. Proceeds from the issuance were
used to repay amounts drawn on the Company's credit facility. DBRS
treats the preferred securities as debt since they are not
subordinated to the Company's Senior Unsecured Notes. The Company
used debt to fund it cash flow deficit. As a result, total
balance-sheet debt, including the preferred securities, increased
to $685 million in 2017 versus approximately $568 million in 2016
and $496 million in 2015. The notable increase in total debt
(including preferred securities) combined with the sharp decline in
earnings has resulted in significant deterioration of credit
metrics to a level no longer considered acceptable for the current
B (high) rating including total debt-to-EBITDA (including preferred
securities) of 14.7x at year-end 2017.

Going forward, DBRS believes that AGT's earnings profile will
remain under pressure in 2018, though some recovery could be
expected in H2 2018 and in 2019 as pulse markets normalize (i.e.,
less acreage because of low prices, which leads to less supply and
price increases). That said, EBITDA margins should display some
recovery as pulse margins improve, while also benefitting from
stronger margins in food ingredients driven by lower input prices
while the Company focuses on improving efficiency and reducing
headcount. As a result, DBRS believes EBITDA should begin to
recover somewhat in 2018 toward the $70 million level, and could
improve further with continued stabilization of pulse markets in
2019.

DBRS believes AGT's financial profile should begin to recover in
2018 as cash generated from changes in working capital should help
reduce short-term debt in the first half of 2018, while recovering
earnings and lower capex should help limit the need for external
financing. Cash flow from operations should continue to track
operating income, while capex is expected to decline toward
maintenance levels of approximately $20 million as the Company has
completed many of its recent expansion projects. The Company's
dividend policy is expected to remain consistent with a cash outlay
for common dividends of approximately $14 million. As such, DBRS
forecasts free cash flow before changes in working capital to near
the break-even level in 2018. Cash generated from changes in
working capital should be meaningful in H1 2018, helping to reduce
debt. As such, DBRS expects total debt including preferred
securities to decline moderately in 2018, which combined with
somewhat of a recovery in earnings should help return credit
metrics toward a level that is more supportive of the B (high)
Issuer Rating.

Notes: All figures are in Canadian dollars unless otherwise noted.


ALEGION INC: U.S. Trustee Unable to Appoint Committee
-----------------------------------------------------
The Office of the U.S. Trustee on March 30 disclosed in a court
filing that no official committee of unsecured creditors has been
appointed in the Chapter 11 case of Alegion, Inc.

                        About Alegion Inc.

Alegion, Inc. sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. M.D. Ala. Case No. 18-30912) on March 29, 2018.  Judge
Dwight H. Williams Jr. presides over the case.


ALLIED NEVADA: Stockholders' Appeals Equitably Moot, 3rd Cir. Rules
-------------------------------------------------------------------
Appellants Brian Tuttle, Jordan Darga, and Stoyan Tachev, former
stockholders of Allied Nevada Gold Corporation, challenge the
District Court's conclusion that their bankruptcy appeals are
equitably moot. The U.S. Court of Appeals, Third Circuit, affirms.

The Appellants filed multiple appeals, which were consolidated into
two cases before the United States District Court for the District
of Delaware. In the first, Tuttle sought, among other things,
reversal of the Bankruptcy Court's Omnibus Order. In the second,
the Appellants, as a self-styled ad hoc committee of equity
security holders, and Tuttle individually appealed various
Bankruptcy Court orders, including the August 28, 2015, disclosure
order, the Oct. 8, 2015, confirmation order, an order denying
Tuttle's first motion to appoint an examiner, and an order
approving Allied Nevada's sale of certain non-core assets during
bankruptcy.

In two separate opinions, issued on Sept. 15, 2016, and Feb. 10,
2017, the District Court dismissed the Appellants' claims as
equitably moot. In each, it rejected their argument that equitable
mootness is unconstitutional. It then applied the Third Circuit's
equitable mootness test and concluded that each factor weighed in
favor of dismissal. The Appellants challenge these dismissal
orders.

After reviewing the record before it, which included an affidavit
by Allied Nevada's chief financial officer, the District Court
concluded that Allied Nevada had transferred substantially all of
its property by satisfying certain debt obligations, eliminating
all then-existing liens, and dissolving certain business entities;
it had emerged from Chapter 11 bankruptcy and had been legally
reorganized; and it had commenced distributions under the plan. The
District Court then listed numerous transactions and events
triggered by the plan, including that Allied Nevada had entered
into new contractual agreements with its investors and creditors,
had incurred $126.7 million of new first lien term loans (some of
which it has already repaid), had issued $95 million of new second
lien convertible notes, had issued new warrants, and had
distributed new common stock to entitled holders of general
unsecured claims. The Court also credited Allied Nevada's
representation that it had approved the sale of some common stock
to a third party, and that it had distributed approximately $1.8
million in cash to satisfy allowed claims and to make payments on
certain outstanding contracts and leases.

The Appellants' sole argument in rebuttal is that Allied Nevada's
reorganization plan has not been substantially consummated because
it has not completed a strategic transaction it had hoped to
finance following reorganization. That alone, however, fails to
negate the cascade of transactions and distributions that have
followed since the plan's consummation. Moreover, and of high
significance, the Appellants did not timely seek or obtain a stay.

The Appellants also contest the District Court's conclusion that
the requested relief would harm third parties not before the Court.
They argue that granting relief would actually benefit certain
third parties, including other holders of canceled stock who held
impaired claims. Tuttle adds that the Court erred by extending
equitable mootness to protect the interests of sophisticated
entities, like Allied Nevada's Exit Facility Lenders. He believes
that the reorganization plan "was not adopted in good faith, but
was instead designed to unfairly favor" those lenders, and he
characterizes his efforts as seeking to recover a "shortfall" that
left Allied Nevada's stockholders with only warrants.  None of that
speaks to the question of whether, in undoing the plan, substantial
harm would be done to third parties, including Allied Nevada's
creditors and other debtholders, and more generally, stakeholders
who held superior claims.

The short of it is that there was no error in the District Court's
conclusion, at step one, that the reorganization plan has been
substantially consummated, and no abuse of discretion at step two
in deciding that granting relief "would likely topple the delicate
balances and compromises struck by the [p]lan." Although it should
be cautiously applied, the equitable mootness doctrine sometimes is
warranted to prevent a court from unscrambling "complex bankruptcy
reorganizations when the appealing party should have acted before
the plan became extremely difficult to retract." That is the case
here.

For the foregoing reasons, the Third Circuit affirms the District
Court's orders dismissing the Appellants' claims as equitably
moot.

The appeals case is In re: ALLIED NEVADA GOLD CORP., et al.,
Debtors. BRIAN TUTTLE, Appellant, Nos. 16-3745, 16-3746, 17-1513
(3rd Cir.).

A full-text copy of the 3rd Circuit's Opinion dated March 27, 2018
is available at https://is.gd/RZxOLs from Leagle.com.

                      About Allied Nevada

Allied Nevada Gold Corp. ("ANV"), a Delaware corporation, is a
publicly traded U.S.-based gold and silver producer engaged in
mining, developing and exploring properties in the State of
Nevada.

ANV was spun off from Vista Gold Corp. in 2006 and began Operations
in May 2007.  Nevada-based mining properties acquired from Vista
include the Hycroft Mine, an open-pit heap leach operation located
54 miles west of Winnemucca, Nevada.  ANV controls 75 exploration
properties throughout Nevada as of Dec. 31, 2014.

On March 10, 2015, ANV and 13 affiliated debtors each filed a
voluntary petition for relief under Chapter 11 of the U.S.
Bankruptcy Code in the United States Bankruptcy Court for the
District of Delaware.  The cases are jointly administered under
Lead Case No. 15-10503.  The cases are assigned to Judge Mary F.
Walrath.

The Debtors have tapped Blank Rome LLP and Akin Gump Strauss Hauer
& Feld LLP as attorneys; FTI Consulting Inc. as financial advisor;
Moelis & Company as financial advisor; and Prime Clerk LLC as
claims and noticing agent.

ANV disclosed $941 million in total assets and $664 million in
total debt as of Dec. 31, 2014.

BankruptcyData reported that Allied Nevada Gold's Amended Joint
Chapter 11 Plan of Reorganization became effective and the Company
emerged from Chapter 11 protection.

The Court confirmed the Plan on Oct. 8, 2015.  Highlights of the
Plan include the following: As a result of the financial
restructuring, the Company eliminated approximately $447.7 million
of debt and related interest payments from its balance sheet.  The
Company closed two financings: a $126.7 million first lien term
loan credit agreement and $95 million of second lien convertible
notes.  The credit agreement proceeds were used to repay the
Company's outstanding loan obligations related to its revolving
credit agreement and the amounts owed under the Company's diesel
and cross-currency swap arrangements.


ALPHABET HOLDING: S&P Lowers CCR to 'B-', Outlook Negative
----------------------------------------------------------
S&P Global Ratings lowered its corporate credit rating on
Ronkonkoma, N.Y.-based Alphabet Holding Company Inc. to 'B-' from
'B'. The outlook is negative.

S&P said, "At the same time, we lowered our issue-level ratings on
the company's $350 million senior secured ABL due 2022 to 'B+' from
'BB-', on its $1.5 billion senior secured first-lien term loan due
2024 to 'B-' from 'B', and on its $400 million senior secured
second-lien term loan due 2025 to 'CCC' from 'CCC+'. The recovery
rating on the ABL remains '1', reflecting our expectation for very
high (90% to 100%, rounded estimate: 95%) recovery in the event of
a payment default. The recovery rating on the first-lien term loan
remains '3', reflecting our expectation for meaningful (50% to 70%,
rounded estimate: 55%) recovery in the event of a payment default.
The recovery rating on the second-lien term loan remains '6',
reflecting our expectation for negligible (0% to 10%, rounded
estimate: 0%) recovery in the event of a payment default. We
estimate total debt outstanding at Dec. 31, 2017, is about $1.95
billion.

"The downgrade reflects Alphabet's weak operating performance and
deteriorating credit metrics, including leverage in the low-9x area
at Dec. 31, 2017, and our expectation that leverage will now be
sustained at least above 8x over the next year. Despite favorable
demographic trends and good underlying category growth, intense
promotional activity in vitamins, minerals, herbs, and supplements
(VMHS) and active nutrition (AN) markets has pressured the
company's sales and profitability. Lost shelf space at its largest
customer and the bankruptcy of another retail customer (former
subsidiary Vitamin World) were also meaningful drags on operating
performance. Alphabet's largest customer significantly reduced its
committed shelf space to Sundown Naturals and also deemphasized
Body Fortress in favor of its own private label brand. Heavy
discounting, intense promotional activity, and inroads made by
private label products have been ongoing challenges for Alphabet
that we believe will persist for the foreseeable future. Alphabet
is stepping up its investment in marketing and innovation to
differentiate its brands, anticipating that this will allow the
company to curb future promotional activity and still grow market
share. However, we believe elevated marketing and research and
development (R&D) spending will prevent the company from
deleveraging in the near term and will tighten the company's free
cash flow to near break-even levels. The company may struggle to
regain lost share in the highly competitive and fragmented VMHS
market.

"The negative outlook reflects the potential for a lower rating
over the next 12 months if operating performance continues to
weaken and free cash flow turns negative, or if the capital
structure becomes unsustainable in our view. We forecast leverage
in the mid-8x area for fiscal 2018 and break-even to modestly
positive free cash flow.

"We could lower the rating if leverage weakens to above 10x or if
free cash flow is sustained at break-even or negative levels. This
could occur if the company fails to achieve volume growth on its
elevated marketing and R&D spending, loses further business with
key customers, fails to realize cost savings as expected on
strategic initiatives, or incurs higher-than expected restructuring
costs. Intensifying competition in the highly fragmented industry,
including from private label, remains a significant risk.

"We could revise the outlook to stable if the company achieves and
sustains leverage below 8x and generates positive free cash flow.
This could occur if the company successfully executes on its
strategic initiatives while also maintaining its client base and
growing its branded CPG business."


AMC ENTERTAINMENT: Fitch Affirms 'B' Long-Term IDR; Outlook Stable
------------------------------------------------------------------
Fitch Ratings has affirmed the 'B' Long-Term Issuer-Default Rating
(LT IDR) on AMC Entertainment Holdings, Inc. The Rating Outlook is
Stable. Approximately $5.0 billion of debt outstanding as of
Dec. 31, 2017 is affected by Fitch's rating action.  

The ratings incorporate AMC's size and scale as the largest theatre
exhibitor in the world and Fitch's belief that theatre exhibitors
will remain an important window for film studios' largest releases.
In addition, the company's investments in re-seating and expanding
food and beverage offerings are prudent given the long-term secular
pressures on movie attendance and will allow the company to expand
revenue and EBITDA per patron over the rating case.

Fitch believes that the decline in domestic box office was largely
cyclical in 2017, owing to a weaker film slate with fewer titles,
including fewer films from Walt Disney Company (Disney) which
continues to outperform in regard to theatrical market share.
However, Fitch remains concerned about the secular challenges
facing the industry including declining attendance levels, and the
potential for increasing volatility given studios heavy reliance on
'tent-pole' or franchise films whose reception with moviegoers can
materially sway box office performance in any particular period.
Total domestic box office declined 2.7% in 2017 as the 6.2% decline
in domestic attendance levels was only partially offset by average
ticket prices increases of 3.7%. Fitch also believes that while
subscription services like MoviePass, which allow users to see one
movie a day for a low monthly fee, will not have a near-term
economic impact on the theatre exhibitors and could increase
attendance levels, there is a potential for such services to
disrupt or erode pricing power over the longer-term by getting
moviegoers accustomed to a 'binge' model and pressuring the
exhibitors to launch competitive offerings.

The ratings also reflect AMC's still elevated gross adjusted
leverage of roughly 7.0x, following its aggressive pace of
acquisitions in late 2016 (Odeon and Carmike) and early 2017
(Nordic) and weaker than expected operating performance in 2017.
Fitch expects FCF will remain negative in fiscal 2018 owing to
AMC's capital expenditure plans to upgrade theatres in the U.S.
(primarily Carmike circuit) and internationally (upgrades in Odeon
and new builds in Nordic's territories). Fitch anticipates that
premium investment in re-seating initiatives will peak over the
2018 and 2019 time frame after which AMC will again generate modest
positive FCF. Fitch believes that the company's volatile and
negative FCF generation places the company more weakly in the
rating category relative to peers in the 'B' rating category.

AMC will continue to explore raising liquidity through non-core
asset sales, guiding to an incremental $100 million-200 million in
fiscal 2018. AMC will also generate proceeds from the required
remaining divestiture of its National CineMedia, Inc. (NCM) stake,
which Fitch estimates at roughly $75 million based on NCM's current
share price. Fitch expects that AMC will use potential proceeds to
support capital spending on theatre upgrades, shareholder returns
(dividends and share repurchases) and deleveraging. To the extent
that these proceeds are applied to debt reduction, this could drive
some modest improvement in AMC's credit metrics. However, Fitch
believes that AMC will be more focused on diverting cash flows to
theatre upgrades over the near term, and any deleveraging is more
likely to come from EBITDA growth. AMC is also exploring a
potential IPO of its European assets which could provide a more
meaningful opportunity for deleveraging. However, Fitch has not
incorporated this event into its rating case.

The Stable Outlook reflects Fitch's expectation that operating
performance will benefit from better 2018 domestic and
international box office. Fitch expects that domestic industry box
office will be up low single digits in fiscal 2018, with the
potential for European industry box office to outperform domestic,
in-line with recent trends. Fitch believes this view is supported
by the strong early performance of some titles, including 'Black
Panther' which has garnered over $630 million in domestic box
office receipts and over $1 billion including international box
office. There are a number of likely strong-performing titles being
released over the course of fiscal 2018 including 'Avengers:
Infinity War', 'The Incredibles 2', 'Solo: A Star Wars Story' and
'Jurassic World 2: A Fallen Kingdom'.

KEY RATING DRIVERS

Key Promotion Window for Studios: AMC's ratings reflect Fitch's
belief that theatre exhibition will continue to be a key promotion
window for the movie studios' tent-pole releases.

High Levered Following Acquisition: The ratings also reflect the
AMC's still elevated gross adjusted leverage of roughly 7.0x,
following its aggressive pace of acquisitions in late 2016 (Odeon
and Carmike) and early 2017 (Nordic) and weaker-than-expected
operating performance in 2017.

Likely Better 2018 Box Office: There are already some stronger
domestic box office numbers in Q1'18, with Disney's 'Black Panther'
bringing in over $630 million in domestic box office thus far (and
breaking $1 billion including international). Also, 'Fifty Shades
Freed' brought in $100 million (compares with 'Fifty Shades Darker'
at $114 million domestic gross). Fitch expects 2018 domestic box
office performance to improve modestly year-over-year and Fitch
expect likely low-single-digit growth will be supported by some
notable titles including 'Black Panther', 'Wreck It Ralph 2',
'Avengers: Infinity War', 'Star Wars: Han Solo', 'Jurassic World 2:
Fallen Kingdom', 'The Incredibles 2', and 'Fantastic Beasts 2'.

Volatile FCF: FCF for FY 2017 was negative $178 million (as
compared with negative $70 million for fiscal 2016). Fitch expects
FCF will remain negative in fiscal 2018 owing to the AMCs capital
expenditure plans to upgrade theatres in the U.S. (primarily
Carmike circuit) and internationally (upgrades in Odeon and new
builds in Nordic territories). Fitch anticipates that premium
investment in re-seating initiatives will peak over the 2018 and
2019 time frame after which AMC will again generate modest positive
FCF. AMC's liquidity is supported by $310 million of cash (as of
Dec. 2017) and $212 million availability on its revolving credit
facility, which is sufficient to cover minimal amortization
payments on its term loan.

Use of Asset Sale Proceeds: AMC will continue to explore raising
liquidity through non-core asset sales, guiding to an incremental
$100 million-200 million in fiscal 2018. AMC will also generate
proceeds from the required divestiture of its NCM stake, which
Fitch estimates at roughly $75 million based on NCM's current share
price. Fitch expects that AMC will divert the potential proceeds to
support capital spending on theatre upgrades, shareholder returns
(dividends and share repurchases) and debt reduction. To the extent
that these proceeds are applied to debt reduction, this could drive
modest improvement in AMC's credit metrics. AMC is also exploring a
potential IPO of its European assets. This could provide a more
meaningful opportunity for deleveraging. However, Fitch has not
incorporated this event into its rating case.

Increasing Competitive Threats: The ratings factor in the
intermediate- to long-term risks associated with increased
competition from at-home entertainment media, limited control over
revenue trends, shrinking film distribution windows and increasing
indirect competition from other distribution channels (VOD, over
the top (OTT) and streaming services). Over the long term, Fitch
continues to expect that the movie exhibitor industry will be
challenged in growing attendance, and any potential attendance
declines will offset some of the growth in average ticket prices
and concessions.

Potential Earlier Video on Demand Release: The introduction of a
Premium Video On Demand (PVOD) window remains a longer-term risk,
but bears a lower probability over the near-term given Disney's
proposed acquisition of certain of Fox's entertainment assets,
including its film studio assets. A combined Disney and Fox
(excluding Fox Searchlight) captured roughly 34% of the box office
receipts in 2017 and Disney has been supportive of the existing
theatre exhibitor windowing. Fitch believes that an introduction of
a PVOD window less than 45 days after theatrical release poses a
threat to movie exhibitors' attendance. Fitch believes this plan
would most likely be more suitable for lower budget films with
targeted demos rather than large franchises. Also, Fitch believes
it is more likely that studios will need to negotiate with
exhibitors and a potential revenue sharing agreements could help
offset any declines in attendance.

New Subscription Models Could Threaten Pricing Power: Fitch also
believes that while subscription services like MoviePass should not
have a near-term economic impact on the theatre exhibitors, there
is a potential for such services to disrupt or erode pricing power
over the longer-term by getting moviegoers accustomed to a 'binge'
model for theatrical viewing and pressuring the exhibitors to
launch competitive offerings. MoviePass also recently dropped its
price to $6.95 per month from $9.95 (but including a one-time
upfront processing fee) for new subscribers for a limited time
period. MoviePass reached roughly 1.5 million in estimated
subscribers in February 2018 and is targeting to reach 5 million
subscribers by 2019. In late 2017 Cinemark, AMC's peer launched
'Cinemark Movie Club' in response. Cinemark's service charges $8.95
per month and includes a 20% discount to concessions, waived online
booking fee and the ability to roll-over unused tickets. Cinemark
has experienced uptake of the its subscription plan, with 120,000
subscribers in the first three months since the launch, but this
remains modest relative to MoviePass' aggregate subscriber base.

Dependent on Film Studios Product: Finally, AMC and its peers rely
on the quality, quantity and timing of movie product, all of which
are factors out of management's control.

DERIVATION SUMMARY

AMC's ratings reflect the company's size and scale as the largest
theatre exhibitor worldwide offset the company's high and elevated
leverage following its aggressive acquisition activity in late
2016/early 2017. AMC's credit metrics are weaker than peer Regal
Entertainment (Regal), whose gross adjusted leverage approximated
5.8x prior to its acquisition by Cineworld Group PLC on Feb. 28,
2018. AMC's ratings also incorporate Fitch's expectations of
volatile FCF as AMC focuses on capital expenditure plans for
theatre upgrades in the acquired Carmike and Odeon circuits. AMC's
FCF was negative $173 million in FY 2017, as compared to minimal
positive FCF generation at peers, Regal and Cinemark.

KEY ASSUMPTIONS

Fitch's Key Assumptions Within Fitch Rating Case for the Issuer

-- 2018 results reflect the impact of the Nordic acquisition
    (closed on March 2018).

-- 2018 revenues also incorporate the following: domestic
    industry box office receipts up low single digits year-over-
    year, domestic attendance levels flat, and domestic average
    ticket price up low single digits. Fitch expects that AMC's
    European industry box office will likely outperform its
    domestic circuit, in-line with 2017 results. Fitch also
    expects concession revenue per patron to grow in the low to
    mid-single digit range over the rating case.

-- EBITDA margins improving due to better top-line performance,
    cost synergies and other cost-cutting measures.

-- Capex in-line with management guidance for 2018 including
    gross capex in the range of $600-650. Fitch expects capital
    spending related to theatre upgrades to remain elevated
    through 2019 as AMC implements it re-seat plans in the
    acquired Carmike and Odeon circuit, as well as its legacy
    circuit.

-- Fitch expects FCF will remain negative over the near-term as
    management completes investments in premium seating.

-- NCM share sale and other non-strategic asset sale proceeds

    ($100-200 million) used to support investments, shareholder
    returns and modest debt reduction.

-- Fitch does not include an IPO of the European assets in its
    rating case.

-- Pro forma adjusted gross leverage approaching 6.5x (5.0x on an

    unadjusted basis) by fiscal year-end 2019.

Recovery Assumptions and Considerations

-- Fitch's recovery analysis assumes that AMC would be considered
a going concern in bankruptcy and that the company would be
reorganized rather than liquidated. Fitch assumes a 10%
administrative claim in the recovery analysis.


-- Fitch incorporates the following considerations into its
Recovery Ratings: (1) the $1.4 billion of AMCEH senior secured
credit facilities are guaranteed by the company's wholly-owned
domestic subsidiaries; (2) the $230 million Carmike senior secured
notes are guaranteed by parent AMCEH; (3) Carmike is a subsidiary
of American Multi-Cinema, Inc., which guarantees the AMCEH senior
secured credit facilities, thus allowing the Carmike assets to
provide upstream guarantee to the AMCEH senior secured credit
facilities; (4) the $2.7 billion of AMCEH senior unsecured
subordinated notes are guaranteed on a subordinated basis by AMC's
wholly-owned domestic subsidiaries.

-- AMC's international assets, consisting primarily of Odeon and
Nordic circuit, do not guarantee AMCEH senior secured credit
facilities or the AMCEH senior unsecured subordinated notes.

-- As such, Fitch assumes that the AMCEH senior secured credit
facilities and the senior unsecured subordinated notes would
receive a pro rata unsecured share of the going-concern enterprise
value of the non-guarantor subsidiaries.

-- Fitch assumes full draw on the AMCEH revolving credit facility
of $225 million.

-- Fitch estimates an adjusted, distressed enterprise valuation
for AMC's domestic circuit of $1.9 billion using a 5x multiple. An
enterprise value multiple of 5x is used to calculate a
post-reorganization valuation, below the 5.5x median TMT emergence
enterprise value/EBITDA multiple. This lower multiple considers the
following factors: (1) The lower multiple is supported by Fitch's
belief that movie exhibitors have limited tangible asset value; (2)
trading multiples (EV/EBITDA) for theatre peers is in a range of
7x-9x; (3) recent transaction multiples in the rage of 9x
(Cineworld Group PLC acquired U.S. theatre circuit Regal
Entertainment Group for $5.8 billion in Feb. 2018 for an LTM EBITDA
purchase price multiple of roughly 9.0x. AMC purchased domestic
circuit Carmike for $1.1 billion in December 2016 for a purchase
price multiple of 9.2x and AMC purchased international circuit
Odeon and UCI for $1.2 billion in November 2016 at a purchase price
multiple of 9.1x); (4) Fitch's going-concern domestic circuit
EBITDA of $374 million reflects the impact of a cyclical downturn
from a poor quality film slate and secular pressures on attendance
levels resulting in the closure of theatres and the high operating
leverage of the business model.

-- Fitch estimates an adjusted, distressed enterprise valuation
for AMC's European circuit of roughly $670 million using a 5x
enterprise value multiple and a going-concern international EBITDA
of roughly $135 million. Fitch assumes 10% in administrative claims
and a full draw on the Odeon revolving credit facility
(multi-currency) of GBP100 million ($134 million).

-- For Fitch's recovery analysis, leases are a key consideration.
While Fitch does not assign Recovery Ratings for the company's
operating lease obligations, it is assumed the company rejects only
30% of its $7 billion (calculated at a net present value) in
operating lease commitments due to their significance to the
operations in a going-concern scenario and is liable for 15% of
those rejected values. This incorporates the importance of the
leased space to the core business prospects as a going concern.
Fitch also includes all of AMC's capital leases as unsecured
obligations in the recovery.

-- The recovery analysis results in a 'BB' issue rating on the
AMCEH senior secured credit facilities and Carmike secured notes
and a Recovery Rating of 'RR1'. The recovery results in a 'CCC+'
issue rating on the AMCEH senior subordinated notes and a Recovery
Rating of 'RR6'.

RATING SENSITIVITIES

Developments That May, Individually or Collectively, Lead to
Positive Rating Action

-- Fitch does not expect any positive rating action over the near
term given the company's elevated leverage following heightened
acquisition activity and Fitch expectations that FCF will be
pressured by the capex directed towards theatres upgrades.

-- Over the longer term, increases in attendance from continued
success in operating initiatives, driving FCF/adjusted debt above
2%, interest coverage (including rents) above 2.0x, and adjusted
gross leverage below 4.5x on a sustainable basis, could provide
momentum.

Developments That May, Individually or Collectively, Lead to
Negative Rating Action

-- Secular events that lead Fitch to believe there would be a
significant long-term downward trend in the industry would put
negative pressure on the rating.

-- Interest coverage (including rents) falling close to 1.25x or
any pressure on liquidity could lead to a negative rating action.

LIQUIDITY

AMC's liquidity is supported by roughly $310 million in balance
sheet cash (excluding $8.3 million in restricted cash held by
non-U.S. subsidiaries). The company also has a $225 million
revolving credit facility, of which $212.8 million was available as
of Dec. 31, 2017. Additionally, Odeon had GBP84.3 ($113.0) million
available under its revolving credit facility. Fitch believes that
the company's liquidity is adequate to cover the minimal
amortization payments on its term loan.

Fitch believes the investments made by AMC and its peers to improve
the patron's experience are prudent. For 2018, the company expects
$600 million-$650 million of gross capex ($450 million-$500 million
on a net basis, including expected landlord contributions of $140
million-$150 million). Notably, roughly $150 million of the
company's annual capex budget is for maintenance, with the
remainder being primarily for theatre upgrades.

During fiscal 2017, AMC's management lowered its 2017 and 2018
capex guidance by roughly $100 million, due to expectations of
reduced proceeds from the required NCM stake divestiture (the
Department of Justice requires AMC to reduce its equity stake in
NCM to 4.99% by June 30, 2019). NCM's share price is down roughly
57% year-over-year (based on closing price of $5.46 on March 23,
2018).

Operating results were impacted by poor domestic box office
performance in fiscal 2017. Domestic box office receipts declined
2.7% in 2017 as strong first and fourth quarters were not enough to
offset a weak summer and fall. Adjusted EBITDA of $822 million
reflected the acquisitions of Odeon and UCI, Carmike and Odeon, and
represented a 16.2% margin. FCF for the fiscal 2017 was negative
$173 million (as compared with negative $70 million for fiscal
2016). Fitch expects FCF will remain negative in fiscal 2018 owing
to the AMCs capital expenditure plans to upgrade theatres. Fitch
anticipates that premium investment in re-seating initiatives will
peak over the 2018 and 2019 time frame after which AMC will again
generate modest positive FCF.

AMC's Board of Directors authorized a $100 million share repurchase
program in August 2017 to be completed over the next 24 months.
Fitch views positively AMC's intention to fund the share repurchase
program through non-strategic asset sales rather than increasing
leverage. AMC completed roughly $50 million in share repurchases
through year-end 2017.

AMC had roughly $5.0 billion in total debt as of Dec. 31, 2017,
with the vast majority at parent, AMC Entertainment Holdings, Inc.
(AMCEH) including $1.4 billion of debt outstanding under the senior
secured credit facilities, $2.7 billion in senior subordinated
notes. AMC also had $230 million of senior secured notes that it
assumed with the Carmike acquisition. The Carmike 6.0% senior
secured notes are obligations of a wholly owned subsidiary, Carmike
Cinemas, Inc., and benefit from a guarantee from AMC. The AMCEH
secured credit facilities and subordinated notes are guaranteed by
AMC's domestic wholly-owned operating subsidiaries. International
assets, including Odeon and Nordic, do not provide any guarantee of
the AMCEH debt. The Odeon revolving credit facility is secured by
assets located in England and Wales.

FULL LIST OF RATING ACTIONS

Fitch has affirmed the following ratings:

AMC Entertainment Holdings, Inc. (AMCEH):
-- Long-Term IDR at 'B';
-- Senior secured credit facilities at 'BB'/'RR1';
-- Senior subordinated notes at 'CCC+'/'RR6'.

Fitch has assigned the following ratings:

Carmike Cinemas, Inc. (Carmike):
-- Long-Term IDR 'B';
-- Senior secured notes due 2023 'BB'/'RR1'.


AMERICAN EXPRESS: Fitch Withdraws All Ratings Amid Bank Merger
--------------------------------------------------------------
Fitch has withdrawn all ratings on American Express Bank, FSB
(AEB).  

KEY RATING DRIVERS

VRs, IDRs, AND SENIOR UNSECURED DEBT

AXP received conditional approval from the Office of the
Comptroller of the Currency (OCC) in December 2017 to merge
American Express Centurion Bank (AECB) and AEB following the
conversion of AECB to a national bank that will be renamed American
Express National Bank. All deposits and debt issued by AEB are
expected to be assumed by AENB at the time of the merger. As with
the predecessor banks, AENB will be a direct subsidiary of American
Express Travel Related Services Company, Inc. (TRS). The ratings
for AECB are unaffected and will now be listed under the renamed
entity, American Express National Bank.

The bank merger is expected to be completed on April 1, 2018, at
which point AEB will no longer exist as a separate legal entity and
subsidiary of AXP. As a result, Fitch is withdrawing its ratings on
AEB.

RATING SENSITIVITIES

Rating sensitivities for AEB are no longer relevant given today's
rating withdrawal.

Fitch has withdrawn the following ratings:

American Express Bank, FSB

-- Long-Term IDR 'A';
-- Short-Term IDR 'F1';
-- Viability Rating 'a'.
-- Senior debt 'A';
-- Long-term deposits 'A+';
-- Short-term deposits 'F1';
-- Support '5';
-- Support Floor 'NF'.

Existing ratings on AXP and affiliated entities are as follows:

American Express Company

-- Long-Term IDR 'A';
-- Short-Term IDR 'F1';
-- Viability Rating 'a';
-- Senior debt 'A';
-- Short-term debt 'F1'
-- 3.625% subordinated notes due December 2024 'A-';
-- Preferred shares, series B 'BB+';
-- Preferred shares, series C 'BB+';
-- Support '5';
-- Support Floor 'NF'.

American Express Credit Corp.

-- Long-Term IDR 'A';
-- Short-Term IDR 'F1';
-- Senior debt 'A';
-- Short-term debt 'F1'.

American Express Travel Related Services Company, Inc.

-- Long-Term IDR 'A';
-- Short-Term IDR 'F1'.

American Express National Bank

-- Long-Term IDR 'A';
-- Short-Term IDR 'F1';
-- Viability Rating 'a'.
-- Senior debt 'A';
-- Short-term deposits'F1';
-- Long-term deposits 'A+';
-- Support '5';
-- Support Floor 'NF'.

American Express Canada Credit Corp.

-- Long-Term IDR 'A';
-- Short-Term IDR 'F1'.
-- Senior debt 'A'.

The Rating Outlook is Stable.


AMERICAN TOOLS: Monthly Payment for Unsecureds Raised to $1,912
---------------------------------------------------------------
American Tools, Inc., filed with the U.S. Bankruptcy Court for the
District of Puerto Rico an amended disclosure statement describing
its second amended plan of reorganization dated March 20, 2018.

Class 2 consists of the general unsecured claims which will be paid
3% of the allowed claim through 60 monthly installments. Under the
amended plan, this class will now receive a monthly payment of
$1,911.73 for a total payout of $114,704. The previous version of
the plan proposed to pay general unsecured creditors $1,786.39
monthly for 60 months for a total payout of $107,183.32. General
unsecured creditors were previously classified in Class 3.

Total monthly payment proposed under the Plan is $4,189, including
$2,277 to be paid during the first 39 months in the case of
priority tax debts and $1,912 to be paid through a 60 months term
in the case of general unsecured claims.

Source of funds for payments under the Plan is the collection of
post-petition sales. Net monthly business income is projected to
cover the proposed monthly payment under the Plan.

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

      http://bankrupt.com/misc/prb16-08071-11-172.pdf

A full-text copy of the Second Amended Plan is available at:

     http://bankrupt.com/misc/prb16-08071-11-170.pdf

                    About American Tools

American Tools, Inc. manufactures custom sheet metal products in
its facilities in Bayamon, Puerto Rico.

The Debtor sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. D. P.R. Case No. 16-08071) on October 7, 2016.  Jimmy
Cepeda Benavides, vice-president and treasurer, signed the
petition.  At the time of the filing, the Debtor estimated assets
of less than $1 million and liabilities of $1 million to $10
million.

The case is assigned to Judge Brian K. Tester.  The Debtor hired
the Law Offices of Emily D. Davila as its legal counsel.


AMERIFLEX ENG'G: M. Zoller Claim Subordinated Below Unsecureds
--------------------------------------------------------------
Ameriflex Engineering LLC filed the adversary complaint captioned
AMERIFLEX ENGINEERING LLC, Plaintiff, v. MICHAEL ZOLLER, Defendant,
Adversary Proceeding No. 17-6024-tmr (Bankr. D. Ore.) seeking to
subordinate the unsecured claim of creditor Michael Zoller to all
other claims and interests pursuant to 11 U.S.C. section 510(b).
The parties have each filed motions for summary judgment on the
ultimate issue of application of the statute. They have supported
their motions with concise statements of material facts,
declarations establishing material facts, and briefs in support of
their positions. Upon analysis, Bankruptcy Judge Thomas M. Renn
partially granted Ameriflex's motion for summary judgment and
denied Mr. Zoller's motion. Mr. Zoller's claim is subordinated
below the other non-priority, unsecured claims, but will remain
senior in priority to the interest holders.

The threshold issue is whether Mr. Zoller's claim, based on an
unconfirmed arbitration award, constitutes a claim for damages
arising from the purchase or sale of a security of the debtor for
purposes of subordination under section 510(b).

In the context of § 510(b), the term "damages" has broader
application than compensation for an injury or some other
actionable wrongdoing.  It "sweeps broadly" and "extends beyond . .
. securities fraud claims." It also includes "ordinary breach of
contract claims so long as there is a sufficient nexus between the
claim and the purchase [or sale] of securities."

In analyzing whether Mr. Zoller's claim qualifies as a "claim for
damages," the facts of Tristar Esperanza are again helpful. The
facts in Tristar are similar to those in this case, with a few
notable distinctions. After Mr. Zoller's dissociation from
Ameriflex and its subsequent offer to purchase his interest, the
parties could not agree on a price. Pursuant to the Operating
Agreement, Mr. Zoller brought the matter before the arbitration
panel, whose purpose was to determine a value of his interest. The
resulting Award fixed a value of $1.5 million, which it designated
"the purchase price," and then directed the parties back to Section
7.6 of the Operating Agreement to effectuate the sale of Mr.
Zoller's interest. The panel's classification of the award amount
as "the purchase price" rather than something similar to the "award
for damages" in Tristar Esperanza, along with its direction to the
parties to simply complete the sale pursuant to the Operating
Agreement, highlight the panel's intent that the Award function in
a more limited way than the arbitration award in Tristar
Esperanza.

The Award was issued on Feb. 15, 2017. The panel did not make a
finding that either party had breached the Operating Agreement, nor
did it ever employ the term "damages" in outlining the Award. As
stated, the panel intended that the parties use the Award to
complete their respective obligations under the Operating Agreement
for the purchase of Mr. Zoller's interest. Consistent with the
Operating Agreement, the panel gave the parties 30 days  to do so.
When Ameriflex filed its bankruptcy petition on March 22, 2017, the
sale was not complete. While the parties might disagree about who
is at fault for the failure to comply with the 30-day sale
deadline, the Court need not make that determination to resolve the
subordination issue. The fact remains that the Operating Agreement
was breached when the parties failed to timely complete the sale.
Even though the Award itself is not an award of damages for breach
of contract, as a final and non-appealable determination of what
should have been paid to Mr. Zoller for his interest, the Award
became the functional equivalent of a damages award when Ameriflex
failed to purchase Mr. Zoller's interest within the required time.
Where the term "damages" in section 510(b) has very broad
application and includes claims for breach of contract involving a
purchase or sale of a security, the Court finds that Mr. Zoller's
claim is a claim for damages as the term is used in section
510(b).

Mr. Zoller argues that applicability of the "damages arising from
the purchase or sale" language is limited to two kinds of claims:
an investment loss claim or a 10b-5 securities fraud claim. That is
simply not the law in the Ninth Circuit. As discussed, Mr. Zoller's
claim is one for damages from breach of contract. And, more to the
point, it arises from a determination of what he is entitled to be
paid for the sale of his security to Ameriflex. As such, his claim
is subject to the mandatory subordination requirements of section
510(b).

Sections 7.3 and 7.4 of the Operating Agreement specify that a
member "dissociates" from the company if expelled, with the date of
expulsion being the "dissociation date." The parties agree that Mr.
Zoller was expelled from Ameriflex on March 31, 2014, upon the vote
of the other two members. Ameriflex concedes that, after Mr. Zoller
was expelled, he no longer had the right to participate in the
profits of the Debtor. Upon expulsion, his rights regarding his
interest in Ameriflex were limited to those outlined in the
buy-back provisions of the Operating Agreement. The Operating
Agreement states that any appraisals "must determine the fair
market value of the interest on the dissociation date," further
emphasizing that his right to payment for his interest does not
include post-dissociation profits or increases in value. The $1.5
million appraisal upon which the Award is based determined the
value of his interest on the date he was expelled. Although his
right to payment arose from his equity interest in Ameriflex, his
interest was effectively converted to an unsecured claim upon his
expulsion and the arbitration panel's determination of the purchase
price. His rights and his claim thus differ from an owner that
retains equity or attempts to convert the equity into a claim in
order to evaluate it in priority. For these reasons, the Court
concludes that Mr. Zoller does not have an ownership interest in
Ameriflex. He has a general, unsecured claim. Applying the mandate
of section 510(b) to subordinate his claim to all those that are
"senior to or equal," his claim must be subordinated below the
other non-priority, unsecured creditors.

A full-text copy of Judge Renn's Memorandum Opinion dated March 12,
2018 is available at https://is.gd/aqTTZ1 from Leagle.com.

Ameriflex Engineering LLC, Plaintiff, represented by JASON M. AYRES
-- jayres@fwwlaw.com -- & TARA J. SCHLEICHER --
tschleicher@fwwlaw.com.

Michael Zoller, Defendant, represented by KEITH Y. BOYD & CONDE T.
COX.

                    About Ameriflex Engineering

Ameriflex Engineering LLC -- http://rhboats.com/-- and
http://fishrite-boats.com/-- is engaged in the design, development
and manufacturing of boats.  The Company was created in 2008 with
the acquisition of the assets of then struggling River Hawk Boats,
Inc.  Cajon, Inc. and Pacific Diamond & Precious Metals each own
50% membership interest in the Company.

Ameriflex Engineering filed a Chapter 11 petition (Bankr. D. Ore.
Case No. 17-60837) on March 22, 2017.  In the petition signed by
Pacific Diamond & Precious Metals, Inc., member, the Debtor
estimated assets and liabilities between $1 million and $10
million.

The case is assigned to Judge Thomas M. Renn.  

The Debtor hired Tara J. Schleicher, Esq., at Farleigh Wada Witt,
as bankruptcy counsel; Ball Janik LLP as special counsel; and
Cramer & Associates as accountant.

No trustee, examiner or committee has been appointed.


ANCHOR GLASS: Bank Debt Trades at 3% Off
----------------------------------------
Participations in a syndicated loan under which Anchor Glass
Container Corp is a borrower traded in the secondary market at
97.00 cents-on-the-dollar during the week ended Friday, March 29,
2018, according to data compiled by LSTA/Thomson Reuters MTM
Pricing. This represents a decrease of 3.20 percentage points from
the previous week. Anchor Glass pays 275 basis points above LIBOR
to borrow under the $646 million facility. The bank loan matures on
December 21, 2023. Moody's rates the loan 'B1' and Standard &
Poor's gave a 'B' rating to the loan. The loan is one of the
biggest gainers and losers among 247 widely quoted syndicated loans
with five or more bids in secondary trading for the week ended
Friday, March 29.


ANEMOI WIND: S&P Affirms 'B' Corp. Credit Rating on Reduced Debt
----------------------------------------------------------------
Under new ownership, the portfolio of wind power assets owned by
Anemoi Wind, LLC has proven more successful, and the company has
succeeded in reducing its debt with the proceeds from asset sales
as well as its cash flow sweep.

S&P Global Ratings affirmed its 'B' corporate credit rating on
Anemoi Wind, LLC. The outlook is stable. S&P also affirmed its
'BB-' issue-level rating on Anemoi's secured term loan. The
recovery rating is '1'.

The affirmation stems from the recent operating performance of the
assets; while there have been operational issues that are not
uncommon in renewable portfolios, wind performance has been in line
with our expectations, and, consequently, leverage metrics have
been within acceptable bands.

Anemoi was formed to own five operational wind projects that it
purchased from Atlantic Power Corp. in June 2015. Anemoi raised
$280 million with a term loan B, to refinance an existing bank
loan. This term loan, along with $170 million of preferred equity
and $75 million of common equity, financed the initial asset
acquisition. As of March 2018, Anemoi had about $224 million
outstanding on term loan B, in addition to project level debt.

The outlook on Anemoi is stable, reflecting S&P's expectation of
debt to EBITDA exceeding 6x during the next twelve months, based on
an assumption of P90 wind resources and consistent operations.



ANVIL INT'L: Add-On Term Loan No Impact on B2 CFR, Moody's Says
---------------------------------------------------------------
Moody's Investors Service said Anvil International, LLC's (Anvil)
$60 million add-on term loan does not impact the company's ratings
including its B2 corporate family rating, B2-PD probability of
default rating and B2 rating on its senior secured term loan. The
outlook remains stable.

Anvil International manufactures and sources a broad range of
products, including a variety of fittings, couplings, hangers,
valves and related products for use in nonresidential construction
(including HVAC and fire protection applications), industrial,
power and oil & gas end markets. The company is a carve-out from
Mueller Water Products and is owned by private equity sponsor One
Equity Partners. Revenues for fiscal 2017 exceeded $370 million.


ANVIL INTERNATIONAL: S&P Affirms B Rating on Term Loan B Due 2024
-----------------------------------------------------------------
S&P Global Ratings affirmed its 'B' issue level rating on Anvil
International LLC's term loan B due 2024 following the company's
proposed $60 million add-on to the facility, which would total $364
million. S&P said, "The '3' recovery rating, which remains
unchanged, indicates our expectation for meaningful recovery
(50%-70%; rounded estimate 50%) in the event of a payment default.
Our 'B' corporate credit rating and stable outlook on Anvil are
also unchanged."

Anvil plans to use proceeds from the proposed term loan add-on to
fund acquisitions, including its acquisition of FlexHead Industries
for about $42 million. S&P said, "We believe the company has an
aggressive financial policy that prioritizes shareholder returns
and acquisitions over leverage reduction, as evidenced by the
payment of a $20 million dividend to its financial sponsor in late
2017 and funding acquisitions with incremental debt. Under our
forecast, we expect Anvil to maintain adjusted debt to EBITDA
between 5x and 6x; however, the proposed incremental debt raise
results in more limited cushion at the current rating for
additional debt-funded acquisitions or shareholder returns over the
next 12 months."

ISSUE RATINGS--RECOVERY ANALYSIS

Key analytical factors:

-- S&P said, "Our simulated default contemplates a default
occurring in 2021 based on a significant decline in the company's
revenue and profits following a protracted period of weak economic
conditions in the United States. Although Anvil serves multiple end
markets such as nonresidential construction, industrial, and
energy, we assume demand would weaken simultaneously across end
markets."

-- S&P used a 5.0x EBITDA multiple, reflecting the company's
operations in the niche, competitive pipe fitting market and
cyclical end markets.

-- The capital structure consists of a $35 million asset-based
lending revolver (unrated) and $324 million term loan B (including
proposed $60 million add-on).

Simulated Default Assumptions:

-- Revolver will be 60% drawn at default.
-- LIBOR at 2.5% in our assumed default year.
-- All debt obligations include six months of prepetition
interest.

Simplified Waterfall:

-- Emergence EBITDA: $41 mil.
-- Multiple: 5.0x
-- Gross recovery value: $203 mil.
-- Net recovery value for waterfall after admin. expenses (5%):
$193 mil.
-- Obligor/Non-obligor Valuation split: 95%/5%
-- Estimated priority claims: $22 mil.
-- Estimated first lien term loan claim: $325 mil.
-- Value available for first-lien claim: $168 mil.
    --Recovery range for first-lien term loan claim: 50%-70%
(rounded estimate: 50%)

RATINGS LIST

  Anvil International LLC
   Corporate credit rating               B/Stable/--

  Issue Rating Affirmed; Recovery Rating Unchanged
  Anvil International LLC
   Senior secured
    Term loan B due 2024                 B
     Recovery rating                     3(50%)


APOLLO MEDICAL: Allied Physicians Has 5.06% Stake as of Dec. 8
--------------------------------------------------------------
Allied Physicians of California, A Professional Medical
Corporation, disclosed in a Schedule 13D/A filed with the
Securities and Exchange Commission that as of Dec. 8, 2017, it
beneficially owns 1,892,183 shares of common stock of Apollo
Medical Holdings, Inc., constituting 5.06 percent of the shares
outstanding.

On Dec. 8, 2017, a reverse merger transaction between Network
Medical Management, Inc., a California corporation and Apollo
Medical was consummated such that NMM became a wholly-owned
subsidiary of the Issuer.

Immediately prior to the closing of the Merger, Allied Physicians
was a shareholder of NMM.  Pursuant to the Merger, the shares of
NMM common stock previously held by Reporting Person were converted
into (i) 1,682,109 shares of common stock of the Issuer, (ii) a
warrant to purchase 52,262.84 shares of common stock of the Issuer
exercisable at any time prior to Dec. 8, 2022 at an exercise price
of $11.00 per share, (iii) a warrant to purchase 55,337.13 shares
of common stock of the Issuer exercisable at any time prior to Dec.
8, 2022 at an exercise price of $10.00 per share, (iv) cash in lieu
of fractional shares, and (v) the Reporting Person's pro rata
portion, if any, of the holdback shares of common stock of the
Issuer (such pro rata portion of the holdback shares would, without
offset, initially be equal to 186,901.07 shares of Common Stock of
the Issuer).

Immediately prior to the Closing, NMM made an in-kind distribution
on a pro rata basis to its shareholders (including the Reporting
Person) of the following warrants, which warrants were previously
held by NMM: (i) 1,111,111 Series A warrants (of which the
Reporting Person will receive 68,317.43 Series A warrants) to
purchase common stock of the Issuer, exercisable at any time prior
to Oct. 14, 2020 at an exercise price of $9.00 per share, and (ii)
555,555 Series B warrants (of which the Reporting Person will
receive 34,158.69 Series B warrants) to purchase common stock of
the Issuer, exercisable at any time prior to March 30, 2021 at an
exercise price of $10.00 per share.

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

                    https://is.gd/fbXm27

                     About Apollo Medical

Headquartered in Glendale, California, Apollo Medical Holdings,
Inc., and its affiliated physician groups are patient-centered,
physician-centric integrated population health management company
working to provide coordinated, outcomes-based medical care in a
cost-effective manner.  ApolloMed has built a company and culture
that is focused on physicians providing high-quality medical care,
population health management and care coordination for patients,
particularly senior patients and patients with multiple chronic
conditions.

At Sept. 30, 2017, the Company had total assets of $41.17 million,
total liabilities of $48.46 million, and a $7.29 million in total
stockholders' deficit.  Apollo Medical reported a net loss of $8.68
million for the year ended March 31, 2017, compared to a net loss
of $8.17 million for the year ended March 31, 2016.

BDO USA, LLP, in Los Angeles, California, issued a "going concern"
qualification in its report on the consolidated financial
statements for the year ended March 31, 2017, stating that the
Company has suffered recurring losses from operations and has
generated negative cash flows from operations since inception,
resulting in an accumulated deficit of $37.7 million as of March
31, 2017.  These factors among others raise substantial doubt about
its ability to continue as a going concern.


APOLLO MEDICAL: Lakhi Sakhrani Reports 4.65% Stake as of Dec. 8
---------------------------------------------------------------
In a Schedule 13D/A filed with the Securities and Exchange
Commission, Lakhi Sakhrani reported that as of Dec. 8, 2017, he
beneficially owns 1,740,822 shares of common stock of Apollo
Medical Holdings, Inc., constituting 4.65 percent of the shares
outstanding.

On Dec. 8, 2017, a reverse merger transaction between Network
Medical Management, Inc., a California corporation and Apollo
Medical was consummated such that NMM became a wholly-owned
subsidiary of the Issuer.

Immediately prior to the closing of the Merger, Mr. Sakhrani was a
shareholder of NMM.  Pursuant to the Merger, the shares of NMM
common stock previously held by Mr. Sakhrani were converted into
(i) 1,547,552 shares of common stock of the Issuer, (ii) a warrant
to purchase 48,082.18 shares of common stock of the Issuer
exercisable at any time prior to Dec. 8, 2022 at an exercise price
of $11.00 per share, (iii) a warrant to purchase 50,910.54 shares
of common stock of the Issuer exercisable at any time prior to Dec.
8, 2022 at an exercise price of $10.00 per share, (iv) cash in lieu
of fractional shares, and (v) the Reporting Person's pro rata
portion, if any, of the holdback shares of common stock of the
Issuer (such pro rata portion of the holdback shares would, without
offset, initially be equal to 171,950.29 shares of Common Stock of
the Issuer).

Immediately prior to the Closing, NMM made an in-kind distribution
on a pro rata basis to its shareholders (including the Reporting
Person) of the following warrants, which warrants were previously
held by NMM: (i) 1,111,111 Series A warrants (of which the
Reporting Person will receive 62,852.51 Series A warrants) to
purchase common stock of the Issuer, exercisable at any time prior
to Oct. 14, 2020 at an exercise price of $9.00 per share, and (ii)
555,555 Series B warrants (of which the Reporting Person will
receive 31,426.23 Series B warrants) to purchase common stock of
the Issuer, exercisable at any time prior to March 30, 2021 at an
exercise price of $10.00 per share.

At no time was Mr. Sakhrani the beneficial owner of more than five
percent of the Common Stock of the Issuer, as disclosed in the SEC
filing.

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

                      https://is.gd/SFHdPf

                      About Apollo Medical

Headquartered in Glendale, California, Apollo Medical Holdings,
Inc., and its affiliated physician groups are patient-centered,
physician-centric integrated population health management company
working to provide coordinated, outcomes-based medical care in a
cost-effective manner.  ApolloMed has built a company and culture
that is focused on physicians providing high-quality medical care,
population health management and care coordination for patients,
particularly senior patients and patients with multiple chronic
conditions.

At Sept. 30, 2017, the Company had total assets of $41.17 million,
total liabilities of $48.46 million, and a $7.29 million in total
stockholders' deficit.  Apollo Medical reported a net loss of $8.68
million for the year ended March 31, 2017, compared to a net loss
of $8.17 million for the year ended March 31, 2016.

BDO USA, LLP, in Los Angeles, California, issued a "going concern"
qualification in its report on the consolidated financial
statements for the year ended March 31, 2017, stating that the
Company has suffered recurring losses from operations and has
generated negative cash flows from operations since inception,
resulting in an accumulated deficit of $37.7 million as of March
31, 2017.  These factors among others raise substantial doubt about
its ability to continue as a going concern.


ARBORSCAPE INC: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: ArborScape, Inc.
           mem SnowScapes, LLC
        5044 Youngfield Ct.
        Morrison, CO 80465

Business Description: ArborScape, Inc. is a Colorado-based
                      company dedicated to providing sustainable
                      landscapes for its clients by promoting the
                      art and science of horticulture - using
                      environmentally friendly products and
                      services.  ArborScape offers tree trimming
                      & removal services, tree spraying, lawn
                      and tree care services.  The company was
                      founded in 1995.  

                      http://www.arborscapeservices.com/

Chapter 11 Petition Date: April 3, 2018

Case No.: 18-12660

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

Judge: Hon. Joseph G. Rosania Jr.

Debtor's Counsel: Jeffrey S. Brinen, Esq.
                  KUTNER BRINEN, P.C.
                  1660 Lincoln St., Ste. 1850
                  Denver, CO 80264
                  Tel: 303-832-2400
                  Email: jsb@kutnerlaw.com

                    - and -

                  Keri L. Riley, Esq.
                  KUTNER BRINEN, P.C.
                  1660 Lincoln St., Ste.1850
                  Denver, CO 80202
                  Tel: 303-832-2400
                  Fax: 303-832-1510
                  Email: klf@kutnerlaw.com

Total Assets: $1.63 million

Total Liabilities: $1.54 million

The petition was signed by David Merriman, president.

A full-text copy of the petition containing, among other items, a
list of the Debtor's 20 largest unsecured creditors is available
for free at: http://bankrupt.com/misc/cob18-12660.pdf


ARKANSAS CITY PBC: Moody's Lowers Lease Bonds Rating to B2
----------------------------------------------------------
Moody's Investors Service has downgraded the Arkansas City, Kansas'
Ba3 issuer rating and Arkansas City Public Building Commission, KS'
outstanding B1 lease revenue bonds to B2. Concurrently, Moody's
have revised the outlook to negative from stable. The downgrade and
negative outlook affects $21 million in outstanding rated debt.

RATINGS RATIONALE

The downgrade of the issuer rating to B2 reflects the city's
increasing exposure to enterprise risk from a city-owned hospital
(South Central Kansas Medical Center). The rating also incorporates
the city's moderately sized but growing tax base, above average
taxpayer and employment concentration and low resident income
indices. The rating further incorporates the city's modestly
improved yet still narrow operating reserves and liquidity, high
debt burden and elevated fixed costs.

The rating on the lease revenue bonds and the city's issuer rating
are the same, reflecting the unconditional obligation of Arkansas
City, KS to make annual rental payments sufficient to pay debt
service under a long term lease that matches the maturity of the
bonds, and, if necessary, requiring the city to levy an unlimited
property tax to pay debt service.

RATING OUTLOOK

The negative outlook reflects the expectation the city's narrow
financial position will be pressured over the next 12 to 18 months
from the continued financial and operating challenges of South
Central Kansas Medical Center. The competitive market landscape and
challenging demographics will likely limit the hospital's ability
to achieve balanced financial operations prior to the expiration of
a 0.5% sales tax in March 2019.

FACTORS THAT COULD LEAD TO AN UPGRADE

- Material and sustained improvement in the hospital's operations

   and financial position and the city's operating reserves and
   liquidity

- Significant tax base expansion

- Improvement in resident income indices

- Moderation of debt burden

FACTORS THAT COULD LEAD TO A DOWNGRADE

- Deterioration of the city's or hospital's operating reserves or

   liquidity

- Declining sales tax revenue trends

- Decreases in the city's tax base or resident income indices

- Increases in the city's or hospital's debt levels or pension
   burdens

LEGAL SECURITY

The bonds are special obligations of the commission payable as to
both principal and interest solely from rental payments paid from
Arkansas City to Arkansas City Public Building Commission under the
lease agreement. The lease is an unconditional and absolute
obligation of the city and the city's obligation to make payments
under the lease is not subject to annual appropriation or
termination during the lease term. The city is obligated to make
payments under the lease to the paying agent in amounts sufficient
to pay principal and interest on the bonds, and to levy ad valorem
taxes without limit if necessary to make such payments. The
payments made by the city to the commission are exempt from
limitations imposed by the Kansas Cash Basis and Budget Laws.

Additionally, the city and the hospital have entered into a pledge
of revenues agreement under which the board has agreed to operate
the hospital and to provide the city with funds generated from the
operation of the hospital sufficient to make the rental payments
under the lease agreement. Under the pledge agreement, the board,
in accordance with and subject to applicable legal requirements,
will fix, establish, maintain and collect such rates and charges
for the use and services furnished by or through the hospital and
will produce revenues sufficient to pay the debt service
requirements on the bonds as and when the same become due; pay the
expenses of the hospital; enable the hospital to have in each
fiscal year a historical debt service coverage of not less than 1.0
times on all outstanding parity obligations; and provide reasonable
and adequate reserves for the payment of the bonds and parity
obligations and the interest thereon and for the protection and
benefit of the hospital.

USE OF PROCEEDS

Not applicable.

PROFILE

Arkansas City is located in southern Kansas (Aa2 stable),
approximately 60 miles south of Wichita, KS (Aa1 stable) and 120
miles northwest of Tulsa, OK (Aa1 stable). The city's population is
currently estimated at 12,198 residents, reflecting a 1.7% decrease
since the 2010 US Census.

South Central Kansas Regional Medical Center d/b/a South Central
Kansas Medical Center (Hospital) is a 37-staffed bed acute care
hospital located in Arkansas City. The hospital is a component unit
of Arkansas City, and the board of city commissioners appoints
members to the board of trustees of the hospital. The hospital
primarily earns revenues by providing inpatient, outpatient and
emergency care services to patients in south central Kansas,
including a 24-hour emergency room, inpatient and outpatient
surgery, and inpatient intensive care unit (ICU). The hospital also
operates a home health agency in the same geographic area.

METHODOLOGY

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


ASA LODGING: To Pay Unsecured Creditors 5% Over 3 Years
-------------------------------------------------------
ASA Lodging, LLC filed with the U.S. Bankruptcy Court for the
Northern District of Indiana a disclosure statement to accompany
its proposed plan of reorganization dated March 20, 2018.

The Debtor as of petition owed real estate tax to Jasper County of
$31,921 and sales tax to IDOR of $4,967 and employee tax to the IRS
of $503. The Debtor post-petition is current on all taxes and has
no unpaid bills except post-petition attorney fees beyond those
ordered by the court which have been paid to date and further bill
is anticipated to be an additional $3,000-$5,000 unless plan
litigation occurs. Four unsecured claims are approximately $75,000,
four unsecured creditors failed to file claims which total
approximately $12,000 and four under-secured claims exclusive of
the $605,000 deficiency claim of Bank, total $167,000.

Unsecured creditors in Class 8 will be paid pro-rata 5% of their
claims within 3 years after confirmation. After the unsecured
creditors 5% is paid in full, manager will receive $5,000 monthly
plus 2% of Monthly Revenue if available after annual secured annual
payments are made to Class 2-7. If any claim remains after 3 years
from confirmation, the remaining claim will bear interest at 8%
until paid. If not paid in full within 5 years, the entire original
unsecured claim will be due and payable and if not paid relief from
stay may be granted upon motion to realize upon its original
unsecured claim.

Certain risk factors are inherent in most Plans of Reorganization
in a Chapter 11 case where payments are to be made in the future
from future profits. If such Plans are accepted, it is usually
because such Plans represent a greater potential return than any
dividend which may be available in a liquidating Chapter 7 case.
All of the risk factors inherent in the future profitability of the
Debtor required to make future distribution are present in this
case.

A copy of the Disclosure Statement is available for free at:

     http://bankrupt.com/misc/innb17-40308-71.pdf

                   About ASA Lodging LLC

Based in Rensselaer, Indiana, ASA Lodging LLC is a small
organization in the hotels and motels industry.  It opened in
2007.

The Debtor sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. N.D. Ind. Case No. 17-40308) on July 18, 2017.  Jagtar
Otal, its member, signed the petition.

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

Judge Robert E. Grant presides over the case.  David Rosenthal,
Esq., represents the Debtor as bankruptcy counsel.


AUTHENTIC BRANDS: Moody's Rates New $110MM Secured Term Loans B1
----------------------------------------------------------------
Moody's Investors Service assigned new ratings to ABG Intermediate
Holdings 2 LLC's (dba "Authentic Brands") delayed draw senior
secured term loans ($90 million first lien rated B1 and $20 million
second lien rated Caa1). The issuance does not impact the company's
existing ratings or stable outlook.

Proceeds from the $110 million of aggregate delayed draw term loans
together with balance sheet cash will be used to fund the $149
million net purchase price for the planned acquisition of the
intellectual property of two global accessories fashion brands.
Also, in conjunction with the planned acquisition of the
intellectual property of the Nautica brand for a net purchase price
of roughly $251 million, the company's existing first and second
lien term loans will be upsized by an aggregate $300 million, with
net cash remaining after transaction-related fees and expenses
going to the company's balance sheet.

"Authentic Brands' pending acquisition of Nautica, which will be
its largest brand in terms of licensing revenue, together with its
planned acquisition of two other global fashion brands, will
materially increase the company's size and bolster its already
strong EBITDA margins," said Moody's Vice President and lead
analyst for the company Brian Silver. "However, the company's pro
forma financial leverage is relatively high, resulting in part from
the debt funded acquisitions, with deleveraging coming over time as
EBITDA grows," added Silver.

The following ratings have been assigned for ABG Intermediate
Holdings 2 LLC:

$90 million delayed draw senior secured 1st lien term loan due
2024, B1 (LGD3)

$20 million delayed draw senior secured 2nd lien term loan due
2025, Caa1 (LGD5)

The following ratings are unchanged for ABG Intermediate Holdings 2
LLC:

Corporate Family Rating, B2

Probability of Default Rating, B2-PD

$75 million senior secured 1st lien revolving credit facility due
2022, B1 (LGD3)

$973 million (upsized by $250 million) senior secured 1st lien term
loan due 2024, B1 (LGD3)

$320 million (upsized by $50 million) senior secured 2nd lien term
loan due 2025, Caa1 (LGD5)

The ratings outlook remains stable

RATINGS RATIONALE

Authentic Brands ratings are constrained by the company's high
financial leverage (pro forma Moody's-adjusted debt-to-EBITDA
approximating 6.6 times at December 31, 2017) and aggressive
financial policies, driven by both its acquisitive nature and
financial sponsor ownership. The company also has moderate brand
and licensee concentrations, and the potential exists for execution
challenges associated with its acquisition-based growth strategy.

However, the company benefits from the relatively stable and
predictable revenue and cash flow streams it receives in the form
of royalty payments from its licensees, which include significant
contractually guaranteed minimums which augment potential overages
(payments made in excess of those amounts). Also, its inherently
asset-light licensor business model carries low fixed overhead
costs and supports the company's strong operating margins and
associated free cash flow generation. The company is also expected
to maintain a good liquidity profile.

The stable outlook reflects Moody's expectation of consistent
operating performance over the next 12-18 months, driven by
low-to-mid single-digit top-line organic revenue growth and
maintenance of Moody's-adjusted EBITDA margins in excess of 50%.

The ratings could be upgraded if the company exercises and sustains
more conservative financial policies, as partially evidenced by
debt-to-EBITDA sustained below 5.0 times and EBITA-to-interest
expense sustained above 2.75 times. Alternatively, the ratings
could be downgraded if the company experiences weaker than
anticipated operating performance resulting from challenges in
integrating acquired brands, the non-renewal of licenses, or
renewals of its licenses at materially lower revenue streams. Also,
if debt-to-EBITDA is sustained above 6.5 times, or
EBITA-to-interest is sustained below 2.25 times, the ratings could
be downgraded.

The principal methodology used in these ratings was Apparel
Companies published in December 2017.

Headquartered in New York, NY, ABG Intermediate Holdings 2 LLC is
the borrowing entity for holding company Authentic Brands Group,
LLC (dba Authentic Brands). Authentic Brands is a brand management
company with a portfolio of 28 brands - 31 pro forma for Nautica
and two global accessories fashion brands - including Jones New
York, Juicy Couture, Spyder, Aeropostale, and Hickey-Freeman. The
company also has control over the use of the name, image and
likeness of Marilyn Monroe, Elvis Presley, Muhammad Ali, and
Shaquille O'Neal among other celebrities. The company is majority
owned (about 70% in aggregate) by two private equity firms, with
affiliates of Leonard Green & Partners, L.P. being the largest
shareholders, followed closely by General Atlantic. Lion Capital
and management own the remaining equity. Authentic Brands is
privately owned and does not publicly disclose its financial
information. The company generated revenue for the twelve-month
period ended December 31, 2017 of approximately $340 million, pro
forma for the pending acquisition of Nautica and two global
accessories fashion brands.


AUTHENTIC BRANDS: S&P Affirms 'B' on 1st Lien Term Loan Amid Upsize
-------------------------------------------------------------------
S&P Global Ratings affirmed its 'B' issue-level rating on the
Authentic Brands Group LLC's (ABG's) existing first-lien term loan
due 2024 following the company's announcement that it is issuing a
$250 million add-on and $90 million delayed draw, increasing the
facility size to $1,065 million (with $1,063 million outstanding)
from $725 million ($723 million outstanding). S&P said, "The
recovery rating on the first lien remains '3', indicating our
expectation for meaningful (50%-70%, rounded estimate 60%) recovery
in the event of a payment default. In addition, we affirmed our
'CCC+' issue-level rating on the company's existing second-lien
term loan due 2025 following its proposed $50 million add-on and
$20 million delayed draw, increasing the facility size to $340
million from $270 million. The recovery rating on the second-lien
term loan remains '6', indicating that lenders could expect
negligible recovery (0%-10%, rounded estimates 0%) in the event of
payment default."

The company will use the proceeds to fund the acquisition of
Nautica, an American clothing and lifestyle brand, as well as the
intellectual property of two global accessories fashion brands for
a total of $400 million. The offering will increase the company's
pro forma debt-to-EBITDA to around 6x from the current mid- to
high-5x area, and total reported debt to be around $1.4 billion
from $1 billion. S&P believes the company is a good brand operator
and has shown its ability to revitalize tired brands by
strategically moving them into different distribution channels, and
the recent acquisitions should benefit from the company's already
established distribution channels and marketing capabilities.   

The company's corporate credit rating remains unchanged. S&P
expects the company to maintain debt leverage below 7x for the
current ratings.

ABG has an aggressive acquisition growth strategy and significant
debt burden. S&P expects the company's financial policy will remain
aggressive with debt-funded acquisitions such that debt-to-EBITDA
will remain elevated above 5x. The company benefits from its
capital-lite brand management operation model, which generates
healthy levels of operating cash flow to service its significant
debt burden.

ABG manages a portfolio of 30+ brands across the apparel and
entertainment spectrum, with well-known names that require
revitalization such as Juicy Couture, Aeropostale, and Jones New
York. With the addition of Nautica, the company's brands will now
generate over $6 billion of annual retail sales. Still, the company
is a relatively small player in the industry and lacks geographic
diversity. In addition, it participates in the highly fragmented
and competitive retail industry that is susceptible to fashion risk
and is exposed to the decline in the brick and mortar retail
landscape via its licensing partners.  

RECOVERY ANALYSIS:

Key Analytical Factors:

-- S&P's simulated default scenario contemplates a default in 2021
stemming from an unexpected failure of one of its major customers
or termination of one of its key licensing contracts that drives
the company's EBITDA and cash flow significantly lower, straining
the company's liquidity and capital resources to the point that it
cannot continue to operate without an equity infusion or bankruptcy
filing.

-- Given the company's diverse brand portfolio and its ability to
market and upkeep the brands, S&P values the group as a going
concern and believe it would reorganize in the event of a default.

-- S&P's recovery analysis assumes a reorganization value for the
company of about $776.6 million, reflecting emergence EBITDA of
about $141.2 million and a 5.5x multiple. S&P has netted out 4%
from the net enterprise value to reflect the amount of the
non-guarantor subsidiary values that are not otherwise pledged to
ABG's credit facility because they are not owned by ABG. The
decrease in the company's non-guarantor subsidiary values to 4%
(from 15% in its last review) primarily reflects the company's
purchase of the minority interest portion of Aeropostal and FYRE,
which are now wholly-owned subsidiaries of the company.

Simulated Default Assumptions

-- Stimulated year of default: 2021
-- Debt service assumptions: $127.5 million (assumed default year
interest plus amortization)
-- Minimum capital expenditures (capex) assumptions: $0.8 million
-- Operational Adjustment: 10% EBITDA at emergence: $141.2
million
-- EBITDA multiple: 5.5x
-- Gross enterprise value: $776.6 million

Simplified Waterfall

-- Net enterprise value (after 5% administrative costs): $738
million
-- Less 4% value not available to ABG creditors: $27 million
-- Collateral value available to secured creditors: $711 million
-- Secured first-lien debt: $1,134 million
    --Recovery expectations: 50% to 70% (rounded estimate 60%)
-- Secured second-lien debt: $357 million
    --Recovery expectations: 0% to 10% (rounded estimate 0%)

RATINGS LIST

  Authentic Brands Group LLC
   Corporate Credit Rating                        B/Stable/--

  Ratings Affirmed; Recovery Ratings Unchanged

  ABG Intermediate Holdings 2 LLC  Senior Secured
    $1.065 bil 1st-lien term loan due 2024        B
     Recovery rating                              3(60%)
    $340 mil 2nd-lien term loan due 2025          CCC+
     Recovery rating                              6(0%)


BEAULIEU GROUP: April 27 Hearing on Amended Joint Liquidation Plan
------------------------------------------------------------------
Judge Mary Grace Diehl of the U.S. Bankruptcy Court for the
Northern District of Georgia entered an order approving Beaulieu
Group, LLC and Beaulieu Trucking, LLC, and the Official Committee
of Unsecured Creditors' disclosure statement to accompany their
first amended joint plan of liquidation dated Feb. 9, 2018.

The Debtors and the Committee are authorized to make
non-substantive conforming changes to the First Amended Joint Plan
of Liquidation and the Disclosure Statement prior to solicitation.

All ballots accepting or rejecting the Plan must be filed and
received by 5:00 p.m. (Eastern Time) on April 20, 2018.

A hearing to consider confirmation of the plan and any other
matters that may properly come before the Court will be held on
April 27, 2018 at 10:00 a.m. in Courtroom 1201, U.S. Courthouse, 75
Ted Turner Drive, Atlanta, Georgia.

All responses and objections, if any, to the relief sought in
connection with confirmation of the Plan must be in writing and
must be filed and served no later than 5:00 p.m. (Eastern) on April
20, 2018.

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

          http://bankrupt.com/misc/ganb17-41677-632.pdf

                     About Beaulieu Group

Founded in 1978 by Carl M. Bouckaert and Mieke D. Hanssens,
Beaulieu Group LLC -- http://www.beaulieuflooring.com/-- is a
privately owned American company that manufactures and distributes
high-end quality products in carpet, engineered hardwood, laminate
and luxury vinyl.  Beaulieu Group has 2,500 full- and part-time
hourly and salaried employees.

Beaulieu Group, along with the two other affiliates, filed
voluntary petitions seeking relief under the provisions of Chapter
11 of the U.S. Bankruptcy Code (Bankr. N.D. Ga. Lead Case No.
17-41677) on July 16, 2017.  The cases are jointly administered
before the Honorable Judge Mary Grace Diehl.

Scroggins & Williamson, P.C., is the Debtors' bankruptcy counsel.
McGuireWoods is the special corporate counsel and Armory Strategic
Partners is the restructuring advisor.  American Legal Claim
Services, LLC, is the claims and noticing agent.

An Official Committee of Unsecured Creditors was appointed on July
21, 2017.  The Committee retained Thompson Hine LLP as counsel; Fox
Rothschild LLP as co-counsel; and Phoenix Management Services LLC
as financial advisor.

No trustee or examiner has been appointed in this case.


BETO'S COLLISION: Case Summary & 14 Unsecured Creditors
-------------------------------------------------------
Debtor: Beto's Collision, Inc.
           d/b/a Body Tec Collision Center
        10219 Culebra Rd
        San Antonio, TX 78251-3601

Business Description: Beto's Collision, Inc., based in
                      San Antonio, Texas, is engaged in
                      activities related to real estate.
                      The Company previously sought bankruptcy
                      protection on June 3, 2013 (Bankr. W.D. Tex.

                      Case No. 13-51474) and May 30, 2014 (Bankr.
                      W.D. Tex. Case No. 14-51427).

Chapter 11 Petition Date: April 3, 2018

Case No.: 18-50834

Court: United States Bankruptcy Court
       Western District of Texas (San Antonio)

Judge: Hon. Craig A. Gargotta

Debtor's Counsel: Ronald J. Smeberg, Esq.
                  THE SMEBERG LAW FIRM, PLLC
                  2010 W Kings Hwy
                  San Antonio, TX 78201-4926
                  Tel: (210) 695-6684
                  Fax: (210) 598-7357
                  E-mail: ron@smeberg.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Humberto R. Ramirez, president.

A full-text copy of the petition, along with a list of the Debtor's
14 unsecured creditors, is available for free at
http://bankrupt.com/misc/txwb18-50834.pdf


BILL BARRETT: Terminates Registration of Senior Notes
-----------------------------------------------------
Bill Barrett Corporation filed a Form 15 with the Securities and
Exchange Commission notifying the termination of registration of
its 7.0% Senior Notes due 2022 and 8.75% Senior Notes due 2025
under Section 12(g) of the Securities and Exchange Act of 1934.  As
a result of the Form 15 filing, the Company is no longer required
to file periodic reports with respect to these securities.

                     About Bill Barrett

Bill Barrett Corporation (NYSE: BBG), headquartered in Denver,
Colorado -- http://www.billbarrettcorp.com/-- develops oil and
natural gas in the Rocky Mountain region of the United States.

Bill Barrett incurred a net loss of $138.2 million in 2017 compared
to a net loss of $170.37 million in 2016.  As of Dec. 31, 2017,
Bill Barrett had $1.39 billion in total assets, $792.2 million in
total liabilities and $598.6 million in total stockholders'
equity.

                           *    *    *

In April 2017, Moody's Investors Service upgraded Bill Barrett's
Corporate Family Rating (CFR) to 'Caa1' from 'Caa2' and its
existing senior unsecured notes' ratings to 'Caa2' from 'Caa3'.
"The upgrade of Bill Barrett's ratings is driven by the reduction
of default risk supported by the company's large cash balance and
improved debt maturity profile," said Prateek Reddy, Moody's lead
analyst.  "The company's credit metrics are likely to soften in
2017 because of the roll off of higher priced hedges, but the
metrics should strengthen along with production growth in 2018."


BIOSTAGE INC: Names James Shmerling to Board of Directors
---------------------------------------------------------
Biostage, Inc., has appointed James Shmerling, DHA, FACHE,
president and chief executive officer of Connecticut Children's
Medical Center to its Board of Directors.

Dr. Shmerling is a seasoned executive who has worked in leadership
roles at several pediatric hospitals around the United States
during his career.  For over three decades, he has served in
management roles at children's hospitals across the country and is
nationally recognized as a leader in issues concerning children's
health and wellness.  Prior to joining Connecticut Children's, Jim
spent eight years as the chief executive officer of Children's
Hospital Colorado.  Before that, he was the executive director and
chief executive officer of the Monroe Carell Jr. Children's
Hospital at Vanderbilt from 2002 to 2007.  Jim is a fellow in the
American College of Health Care Executives (ACHE).  He is an
adjunct faculty member in the Hospital Administration programs,
University of Alabama at Birmingham.

Dr. Shmerling commented, "I am honored and excited to join the
Board of Directors for Biostage.  The company is working to bring a
valuable medical technology to patients in need of better solutions
and outcomes.  I hope my deep experience in delivering medical
solutions to pediatric patients will help guide the company in
moving its technology from the lab to the clinic."

Biostage CEO Jim McGorry commented, "I and the other members of the
company's Board are pleased to welcome Jim as a Biostage Board
member.  His breadth of experience in leading pediatric hospitals
will be invaluable as Biostage develops our plans to provide
solutions to the pediatric atresia market.  Biostage is
collaborating with Connecticut Children's Medical Center to
translate our Cellframe technology from pre-clinical studies to
clinical trials to address pediatric esophageal atresia, and the
addition of Jim to our Board supports the vision of this
collaboration."

As previously disclosed, on Dec. 27, 2017, the Company entered into
a Securities Purchase Agreement with certain investors pursuant to
which the Investors purchased in a private placement from the
Company (i) 518,000 shares of the Company's common stock, (ii)
3,108 shares of the Company's Series D Convertible Preferred Stock,
and (iii) warrants to purchase 3,108,000 shares of the Company's
common stock.  In connection with the Private Placement, the
Company agreed to grant board representation and nomination rights
to the Investors and their affiliates, such that the director
nominees of the Investors would constitute a majority of the
Company's board of directors, but no more than is necessary to
constitute such a majority.  Dr. Shmerling was appointed pursuant
to those nomination rights.

Also as previously disclosed, on Jan. 3, 2018, pursuant to a
Securities Purchase Agreement between the Company and Connecticut
Children's, the Company closed on a private placement pursuant to
which the Company issued to Connecticut Children's (i) 50,000
shares of the Company's common stock at a purchase price of $2.00
per share and (ii) warrants to purchase 75,000 shares of the
Company's common stock, with an exercise price of $2.00 per
warrant.
   
                      About Biostage, Inc.

Headquartered in Holliston, Massachusetts, Biostage --
http://www.biostage.com/-- is a biotechnology company developing
bioengineered organ implants based on the Company's Cellframe
technology which combines a proprietary biocompatible scaffold with
a patient's own stem cells to create Cellspan organ implants.
Cellspan implants are being developed to treat life-threatening
conditions of the esophagus, bronchus or trachea with the hope of
dramatically improving the treatment paradigm for patients.  Based
on its preclinical data, Biostage has selected life-threatening
conditions of the esophagus as the initial clinical application of
its technology.

Biostage incurred a net loss of $11.91 million for the year ended
Dec. 31, 2017, a net loss of $11.57 million for the year ended Dec.
31, 2016, and a net loss of $11.70 million for the year ended Dec.
31, 2015.  As of Dec. 31, 2017, Biostage had $5.04 million in total
assets, $1.62 million in total liabilities and $3.42 million in
total stockholders' equity.

KPMG LLP, in Cambridge, Massachusetts, issued a "going concern"
opinion in its report on the consolidated financial statements for
the year ended Dec. 31, 2017, citing that the Company has suffered
recurring losses from operations and will require additional
financing to fund future operations which raise substantial doubt
about its ability to continue as a going concern.


BLACKBOARD INC: Bank Debt Trades at 6.79% Off
---------------------------------------------
Participations in a syndicated loan under which Blackboard Inc. is
a borrower traded in the secondary market at 93.21
cents-on-the-dollar during the week ended Friday, March 29, 2018,
according to data compiled by LSTA/Thomson Reuters MTM Pricing.
This represents an increase of 0.77 percentage points from the
previous week. Blackboard Inc. pays 500 basis points above LIBOR to
borrow under the $931 million facility. The bank loan matures on
June 30, 2021. Moody's rates the loan 'B3' and Standard & Poor's
gave a 'B' rating to the loan. The loan is one of the biggest
gainers and losers among 247 widely quoted syndicated loans with
five or more bids in secondary trading for the week ended Friday,
March 29.


BLUE RIDGE: Taps Robert S. Naftal as Special Counsel
----------------------------------------------------
Blue Ridge Arsenal, Inc. seeks approval from the U.S. Bankruptcy
Court for the Eastern District of Virginia to hire Robert S.
Naftal, P.C. as special counsel.

The firm will represent the Debtor in all financial and
transactional matters; assist in negotiating with prospective
purchasers or investors; and reviewing and prepare documentation to
memorialize the transactions.

Naftal will charge the Debtor an hourly fee of $400 and will
require a retainer of $2,000 per month.

Robert Naftal, Esq., a principal of the firm, disclosed in a court
filing that his firm does not hold or represent any interests
adverse to the Debtor's estate.

The firm can be reached through:

     Robert S. Naftal, Esq.
     Robert S. Naftal, P.C.
     11260 Roger Bacon Drive, Suite 504
     Reston, VA 20190
     Phone: 703-847-9000
     Email: bob@natfallaw.com

                     About Blue Ridge Arsenal

Based in Chantilly, Virginia, Blue Ridge Arsenal, Inc. --
http://www.blueridgearsenal.com/-- owns a full line shooting
sports store and range facility.  The company was founded in 1989
and is an affiliate of Blue Ridge Arsenal at Winding Brook LLC,
which sought bankruptcy protection on Sept. 18, 2017 (Bankr. E.D.
Va. Case No. 17-13138).  

Blue Ridge Arsenal sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. E.D. Va. Case No. 18-10472) on Feb. 9,
2018.  In the petition signed by Earl L. Curtis, president, the
Debtor estimated assets of less than $500,000 and liabilities of $1
million to $10 million.  Judge Klinette H. Kindred presides over
the case.  Redmon Peyton & Braswell, LLP, is the Debtor's legal
counsel.


BNEVMA LLC: Taps Furr and Cohen as Legal Counsel
------------------------------------------------
BNEVMA, LLC received interim approval from the U.S. Bankruptcy
Court for the Southern District of Florida to hire Furr and Cohen,
P.A. 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.

The firm's hourly rates are:

     Robert Furr         $650
     Charles Cohen       $550
     Alvin Goldstein     $550
     Marc Barmat         $500
     Alan Crane          $500
     Aaron Wernick       $425
     Jason Rigoli        $350
     Paralegals          $150

Furr and Cohen received an initial retainer in the sum of $45,000.

Aaron Wernick, Esq., at Furr and Cohen, disclosed in a court filing
that he and his firm do not represent any interests adverse to the
Debtor and its estate.

The firm can be reached through:

     Aaron A Wernick, Esq.
     Furr and Cohen, P.A.
     2255 Glades Rd., Suite 337W
     Boca Raton, FL 33431
     Tel: (561) 395-0500
     Fax: (561) 338-7532
     E-mail: awernick@furrcohen.com

                         About BNEVMA LLC

BNEVMA, LLC, a real estate lessor, is the fee simple owner of 14
real estate properties (consisting of condominium units and
townhouses) in Wellington, Palm Beach Gardens, Boynton Beach, Lake
Forth, Boca Raton, North Palm Beach, Royal Palm Beach, Florida,
having an aggregate value of $2.71 million.

BNEVMA sought protection under Chapter 11 of the Bankruptcy Code
(Bankr. S.D. Fla. Case No. 18-13392) on March 23, 2018.

In the petition signed by Nermine Hanna, manager, the Debtor
disclosed $2.71 million in assets and $4.01 million in liabilities.


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


C & M AIR: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: C & M Air Cooled Engine, Inc.
        PO Box 20517
        Waco, TX 76702-0517

Business Description: C & M Air Cooled Engine, Inc. is a family-
                      owned and operated company that owns a lawn
                      and garden equipment and supplies stores
                      based in Waco, Texas, with locations in
                      Albuquerque, New Mexico; Commerce City,
                      Colorado; and San Antonio, Texas.
                      Founded in 1978, C & M offers outdoor power
                      equipment, parts, and service.  

                      https://www.bettermowers.com/

Chapter 11 Petition Date: April 3, 2018

Case No.: 18-60249

Court: United States Bankruptcy Court
       Western District of Texas (Waco)

Judge: Hon. Ronald B. King

Debtor's Counsel: Stephen W. Sather, Esq.
                  BARRON & NEWBURGER, P.C.
                  7320 N MoPac Expy, Suite 400
                  Austin, TX 78731
                  Tel: (512) 476-9103 Ext. 220
                  Fax: (512) 476-9253
                  E-mail: ssather@bn-lawyers.com

Estimated Assets: $0 to $50,000

Estimated Liabilities: $1 million to $10 million

The petition was signed by Linda Darlyne Mathis, vice president.

A full-text copy of the petition, along with a list of the Debtor's
20 largest unsecured creditors, is available for free at
http://bankrupt.com/misc/txwb18-60249.pdf


C-N-T REDI MIX: YesLender Forbids Further Cash Collateral Use
-------------------------------------------------------------
YesLender LLC requests the U.S. Bankruptcy Court for the Northern
District of Texas forbid C-N-T Redi Mix, LLC further use of cash
collateral.

Prior to bankruptcy, the Debtor and YesLender entered into a
Merchant Capital Agreement, pursuant to which the Debtor sold 2% of
its future receivables to the YesLender. The key commitment under
the Agreement is that Debtor will allow YesLender to receive
YesLender's share of Receivables as they are generated in the
ordinary course of business.

At the time of bankruptcy, YesLender was due receivables of $30,922
(not including collection costs permitted by the Agreement).
According to the February MOR, the Debtor only has $8,865 in
cash-on-hand. Therefore, the Debtor has deliberately spent money
which did not belong to it.

According to its three filed Operating Reports, the Debtor has
generated post-bankruptcy receivables of about $1,019,357 (not
including March revenues). YesLender claims that 2% of those
receivables ($20,387.14) belonged to it.

A Cash Collateral Order was entered on December 27, 2017, which
allows the Debtor to spend revenues, however it makes no provision
for the receivables owned by the YesLender. Therefore, YesLender
asserts that the Debtor should not be permitted to make additional
use of cash collateral without providing for YesLender's interest.

Attorney for Yeslender LLC:

         Mark I. Agee, Esq.
         6318 E. Lovers Lane
         Dallas, Texas 75214
         Phone: (214) 320-0079
         Fax: (214) 320-2966
         E-mail: Mark@DallasBankruptcyLawyer.com

                      About C-N-T Redi Mix

Based in Dallas, Texas, C-N-T Redi Mix, LLC is a company that sells
concrete and concrete supplies.  

The Debtor first filed a voluntary Chapter 11 petition (Bankr. N.D.
Tex. Case No. 16-30274) on Jan. 20, 2016.

The Debtor sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. N.D. Tex. Case No. 17-34580) on Dec. 5, 2017.  Apryl
Daniel, its sole member, signed the petition.  At the time of the
filing, the Debtor estimated less than $500,000 in assets and $1
million to $10 million in debt.  Judge Harlin DeWayne Hale presides
over the case.


CACI INTERNATIONAL: Moody's Confirms Ba2 CFR; Outlook Stable
------------------------------------------------------------
Moody's Investors Service has concluded its review for downgrade of
CACI International, Inc. and confirmed ratings, including the
Corporate Family Rating of Ba2. The rating outlook is stable.

RATINGS RATIONALE

The rating confirmation follows CACI's withdrawal of its offer to
acquire all outstanding shares of CSRA, Inc. ("CSRA"). CSRA's
acceptance of a competing offer prompted the withdrawal. The
transaction would have heavily leveraged CACI and consequently put
downward pressure on the rating.

CACI's Ba2 CFR benefits from solid credit metrics for the rating
level, the presence of backlog at $10.9 billion at December 31,
2017, an improved defense spending outlook and the company's good
contract execution track record. Debt to EBITDA should decline
below 3x in 2018 with free cash flow to debt in the high teen
percentage range.

CACI's acquisitive history and the increasing pace of consolidation
within the defense service nonetheless raises the potential of a
significant, leveraging transaction in the future. However, the
number of large acquisition candidates the company could
realistically pursue seems low. CACI also possesses some capacity
to incur acquisition related debt at the Ba2 CFR level, having
repaid about $375 million through December 2017 since spending
roughly $575 million acquiring the NSS business of L-3 Technologies
in February 2016, with two smaller acquisitions shortly after. The
rating incorporates CACI's past practice of re-leveraging to above
4x for acquisition spending, with free cash flow thereafter
reducing debt to mid-3x.

The speculative grade liquidity rating of SGL-2 reflects a good
liquidity profile. Expectation of free cash flow in excess of $250
million that should cover scheduled term loan amortization of $95
million near-term, primarily supports the liquidity profile. CACI
typically holds only a modest cash balance. While the liquidity
profile is presently good, as scheduled amortization of the term
loan increases to $27 million per quarter beginning with the
quarter ending September 30, 2018, headroom under the minimum fixed
charge coverage test could eventually tighten and thereby diminish
the profile.

The Ba2 first lien bank facility rating reflects the facility's
preponderance within the debt structure, with upstream guarantees
from subsidiaries.

Upward rating momentum would depend on an expectation of sustained
debt to EBITDA at 3x or less with free cash flow to debt of 15% or
higher, good liquidity and a stable or growing revenue base.

Downward rating pressure would build with debt to EBITDA sustained
at or above 4x, free cash flow to debt of 10%, or significant
liquidity profile weakening.

The following rating actions were taken:

Confirmations:

Issuer: CACI International, Inc.

-- Probability of Default Rating, Confirmed at Ba2-PD

-- Corporate Family Rating, Confirmed at Ba2

-- Senior Secured Bank Credit Facility, Confirmed at Ba2 (LGD3)

Affirmations:

Issuer: CACI International, Inc.

-- Speculative Grade Liquidity Rating, Affirmed SGL-2

Outlook Actions:

Issuer: CACI International, Inc.

-- Outlook, Changed To Stable From Rating Under Review

CACI International Inc., based in Arlington, VA, provides
information technology services and solutions for the US Department
of Defense (DoD), federal civilian agencies, and the Government of
the United Kingdom. Revenues in the fiscal year ended June 30, 2017
were $4.4 billion.

The principal methodology used in these ratings was Aerospace and
Defense Industry published in March 2018.


CANDI CONTROLS: Wants Up To $375,000 in Financing From Altair
-------------------------------------------------------------
Candi Controls, Inc., asks the U.S. Bankruptcy Court for the
District of Delaware for authorization to obtain
debtor-in-possession financing from Altair Engineering, Inc., of up
to $375,000.

As of the Petition Date, the Debtor had exceedingly little cash on
hand, nowhere near enough to cover even one payroll for the
Debtor's employees.  The Debtor does not currently have or expect
in the foreseeable future to have any material revenue or source of
operating capital other than the financing proposed to be obtained
from the DIP Lender.  Because the Debtor intends, and is required
by the DIP Lender (who is the proposed buyer of substantially all
the Debtor's assets), to continue operating by maintaining its
payroll to ensure that its key employees remain employed to
preserve the value of the Debtor's assets pending the proposed sale
to Altair, the Debtor has an immediate need for mission-critical
operating funds to meet its relatively modest operating expenses
and the administrative expenses of this Chapter 11 case.

The Debtor says that its need for the proposed financing is dire.
Without it, this case, the Debtor's prospects for completing a sale
of its assets to Altair (or any other buyer), and essentially any
hope for a meaningful return to the Debtor's creditors will
collapse.

In connection with providing the Debtor with mission-critical
operational funding for March 2018 in anticipation of the Altair
sale, two existing unsecured creditors, Nicholas Brown and
Konstantinos Exarchos, loaned $200,000 to the Debtor on March 1,
2018, and obtained a security interest in all the Debtor's assets,
perfected by a UCC-1 financing statement filed with the Delaware
Department of State on March 1, 2018.  This prepetition secured
loan is identified in the APA as the "Bridge Period Funding" and
Messrs. Brown and Exarchos as the "Bridge Loan Lenders," along with
Asher Waldfogel, Doug Harp, and Steve Raschke, all three of whom
are insiders of the Debtor who, together with Mr. Brown, extended
an additional $23,000 in loans to the Debtor shortly before the
Petition Date, secured by a UCC-1 financing statement filed with
the Delaware Department of State.  To the Debtor's knowledge, no
other party other than the Bridge Loan Lenders claims a prepetition
security interest in any of the Debtor's assets.

To fund the operationally critical expenses reflected in the
budget, the Debtor requires new liquidity from a new, third-party
source.  Shortly before the Petition Date, the Debtor was facing an
imminent reality that it would run out of cash and would be forced
to terminate all employees and cease all operations.  With no
present revenue and no realistic prospects of revenue in the
immediate or foreseeable future, the Debtor was without any ability
to obtain debt financing from any third-party lender.  Any rational
lender would have perceived far too much risk of non-repayment of
any loan in any amount from a borrower such as the Debtor without
revenue or other sources of income and without demonstrably liquid
assets to provide a basis for an asset-based loan.  Even if the
Debtor had time to pursue DIP financing from sources other than the
DIP Lender -- and the Debtor had no such time -- any efforts would
have surely been futile.

The Debtor had already undertaken considerable efforts to raise
debt financing for some two years before the Debtor began to run
out of operating cash in early 2018.  Most recently, the Debtor
approached existing creditors -- holders of the Debtor's
convertible notes -- regarding financing a Chapter 11 proceeding
and received no expressions of interest.  As it is, the Bridge Loan
Lenders were only willing to provide a modest loan to allow the
Debtor to maintain core operations until the DIP financing proposed
in the motion was obtained.  The DIP Lender, as the proposed buyer
of substantially all the Debtor's assets, is literally the only
party that has indicated or would reasonably ever be expected to
indicate a willingness to provide the liquidity the Debtor needs to
maintain operations and meet administrative expenses until a
closing of a Section 363 sale.  Consequently, the Debtor has an
immediate need to obtain postpetition financing and that immediate
need can only be met by the financing the DIP Lender would provide
under the DIP Facility.

The DIP Facility provides for the extension of credit in a maximum
aggregate amount of $345,000, subject to a reserve for the
carve-out and certain statutory fees due to the U.S. Trustee, to be
extended in one or more advances, as, when, and in the amounts the
Debtor reasonably needs for its expenses and other cash needs
identified in the budget.  The DIP Lender and the Debtor anticipate
that the first advance would be made on interim, emergency approval
of this motion in the amount of not to exceed $150,000 before entry
of a final order on this motion, an amount needed to address the
immediate cash needs reflected in the Budge for the first two weeks
of this case before a final hearing.

In the absence of an event of default, advances under the DIP
Facility bear interest at 7%. From and after an Event of Default,
the DIP Lender reserves the right to assess default interest on all
amounts outstanding under the DIP Facility at 9%.

All amounts owing under the DIP Facility become due and payable on
the earliest of (i) the date that is 60 days from the Petition Date
(only if the DIP Lender is the successful bidder for the sale of
substantially all the Debtor's assets), (ii) April 30, 2018; (iii)
the closing of a sale of substantially all the Debtor's assets,
(iv) the date the Lender accelerates all the Debtor's obligations
under the DIP Facility following an Event of Default, (v) the date
of the Debtor's filing of any plan of reorganization not approved
by the DIP Lender, or (vi) the date on which the DIP Lender is
granted relief from the automatic stay.

Unless there is an Event of Default, the DIP Lender agrees to make
advances to the Debtor amounts needed to operate within the
confines of the budget, as the Debtor requests.  Advances under the
DIP Facility may only be used for the purpose of funding the
Debtor's post-petition operations and other items strictly in
accordance with the budget.

Further, no proceeds of Advances can be used to pay (i) any
professional fees or expenses to any professionals employed by the
Debtor or any committee of unsecured creditors appointed in this
case except if the carve-out is required to be drawn on, or (ii)
any severance payments or retention bonuses to the Debtor's
employees or contractors.  The Debtor may not use any proceeds of
the DIP Facility for any purpose adverse to or otherwise against
the interests of the DIP Lender.

The DIP Lender's obligation to make advances under the DIP Facility
is conditioned on, among other things set forth in Sections 4.1 and
4.2 of the DIP Facility, the delivery of a certificate by the
Debtor's chief financial officer confirming as of the date of the
applicable advance that the Debtor's representations and warranties
under Article V of the DIP Facility are true and correct in all
material respects, that no Event of Default has occurred and is
continuing, that the Debtor spent all prior advances solely in
accordance with the budget, and the requested advance does not
exceed, on a weekly basis, the advances permitted under the budget.
Additionally, the DIP Lender's obligation to make advances is
further conditioned on the Court's entry of an order approving bid
procedures and certain bid protections for the DIP Lender in
accordance with the Debtor's motion to approve a sale of
substantially all its assets under U.S. Bankruptcy Code Section
363.

The Debtor's obligation to repay all loans and all amounts owing
under the DIP Facility is proposed to be secured by: (i) a
superpriority administrative expense claim under Section 364(c)(1),
subject to the Carve-Out (defined below); (ii) a first-priority
lien under Section 364(c)(2) on any of the Debtor's property not
already subject to an unavoidable lien or security interest as of
the Petition Date; and (iii) a lien under Section 364(d) on all the
Debtor's property already subject to valid, perfected, and
non-avoidable liens in existence on the Petition Date.

The DIP Lender has agreed to subordinate its rights, claims, and
liens to the payment of a carve-out and certain statutory fees due
to the U.S. Trustee.  Following an Event of Default under the DIP
Facility or a default under the proposed interim court order, and
after the DIP Lender's notice of that carve-out trigger event, the
Debtor's counsel and counsel to any official committee of unsecured
creditors appointed in this case are entitled to be paid under the
DIP Facility the amount of accrued and unpaid professional fees and
expenses accrued from the Petition Date through the date of the
Carve-Out Trigger Event approved by Court order in an amount not
exceeding $75,000 in total, and the U.S. Trustee is entitled to be
paid all fees due under 28 U.S.C. Section 1930(a).  All
professional fees and expenses will share pro rata in the
carve-out.

The following constitute Events of Default under the DIP Facility:

     (1) failure to pay any amount due when due;

     (2) the Debtor's breach of any term of the Court's DIP
         financing orders;

     (3) any of the Debtor's representations or warranties made in

         the DIP Facility, the Budget, or any Compliance
         Certificate proves materially incorrect when made;

     (4) a termination of the asset purchase agreement between the

         Debtor and the DIP Lender;

     (5) the revocation or vacating of any of the Court's DIP
         financing orders, the APA, or the order approving bidding

         procedures related to the APA;

     (6) the filing of any motion to use DIP Collateral or to
         grant an interest in the DIP Collateral except as
         expressly permitted in the DIP Facility;

     (7) the failure of the Court to enter the Proposed Interim
         Order or the Bidding Procedures Order by a date certain;

     (8) the auction contemplated in the Bidding Procedures Order
         has not occurred by April 17, 2018;

     (9) the Debtor's failure to pay all then-outstanding
         obligations under the DIP Facility on the closing of a
         sale transaction with a bidder other than the DIP Lender;


    (10) a final order granting this motion acceptable to the DIP
         Lender has not been entered by April 11, 2018;

    (11) the appointment of a Chapter 11 trustee or other
         fiduciary of the estate other than the Debtor or an
         examiner with expanded powers;

    (12) the dismissal or conversion to Chapter 7 of this case;

    (13) entry of an order granting any creditor other than the
         DIP Lender relief from the automatic stay permitting that

         creditor to exercise a remedy with respect to any DIP
         Collateral;

    (14) any creditor receives any adequate protection payment in
         respect of advances under the DIP Facility not acceptable

         to the DIP Lender in its reasonable discretion or in
         respect of any lien senior to the liens granted to the
         DIP Lender;

    (15) any challenge of the validity, perfection, priority, or
         enforceability of the DIP Lender's liens or loan
         documents or the assertion of any claim against the DIP
         Lender; or

    (16) the Debtor's aggregate weekly disbursements exceed 110%
         of the aggregate disbursements set forth in the budget
         for that week.  

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

          http://bankrupt.com/misc/deb18-10679-18.pdf

                     About Candi Controls

Candi Controls, Inc. -- https://candicontrols.com/ -- is a
cloud-assisted network & device integration software company.
Candi connects devices and data in mainstream commercial buildings
to cloud-based services for energy and facilities management.  Its
open IoT server bridges established and popular communication
protocols to get secure access to best-in-class legacy systems and
IoT devices -- directly or through leading cloud-based apps and
services.  The Company is headquartered in Oakland, California.

CGM Partners, LLC, Howard Elias, and Kelly Yang Living Trust filed
involuntary Chapter 11 bankruptcy against the Debtor (Bankr. D.
Del. Case No. 18-10679) on March 23, 2018.

Judge Christopher S. Sontchi presides over the case.

Kevin Scott Mann, Esq., at Cross & Simon, LLC, serves as the
Debtor's bankruptcy counsel.

On March 27, 2018, the Court entered the Chapter 11 order for
relief.  The Debtor now operates its business and manages its
assets as a debtor-in-possession under the Sections 1107 and 1108
of the Bankruptcy Code.

No official committees have been appointed in this case.  No party
has requested the appointment of a trustee or an examiner.


CAREVIEW COMMUNICATIONS: Incurs $20.1 Million Net Loss in 2017
--------------------------------------------------------------
Careview Communications, Inc. filed with the Securities and
Exchange Commission its Annual Report on Form 10-K reporting a net
loss of $20.07 million on $6.26 million of net revenues for the
year ended Dec. 31, 2017, compared to a net loss of $18.66 million
on $5.97 million of net revenues for the year ended
Dec. 31, 2016.

As of Dec. 31, 2017, Careview Communications had $12.11 million in
total assets, $74.26 million in total liabilities and a $62.15
million total stockholders' deficit.

The Company's cash position at Dec. 31, 2017 was approximately
$2,066,000.  At Dec. 31, 2017, the Company also had $2,500,000
included in restricted cash in other assets on the consolidated
balance sheet.

BDO USA, LLP, in Dallas, Texas, issued a "going concern" opinion in
its report on the consolidated financial statements for the year
ended Dec. 31, 2017, citing that the Company has suffered recurring
losses from operations and has accumulated losses since inception
that raise substantial doubt about its ability to continue as a
going concern.

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

                       https://is.gd/4ofoUU

                   About CareView Communications

Headquartered in Lewisville, Texas, CareView Communications, Inc.
-- http://www.care-view.com/-- is a provider of products and
on-demand application services for the healthcare industry,
specializing in bedside video monitoring, software tools to improve
hospital communications and operations, and patient education and
entertainment packages.  Its proprietary, high-speed data network
system is the next generation of patient care monitoring that
allows real-time bedside and point-of-care video monitoring
designed to improve patient safety and overall hospital costs.  The
entertainment packages and patient education enhance the patient's
quality of stay.


CARTHAGE SPECIALTY: Taps Bond Schoeneck as Legal Counsel
--------------------------------------------------------
Carthage Specialty Paperboard, Inc., and Carthage Acquisition, LLC,
received approval from the U.S. Bankruptcy Court for the Northern
District of New York to hire Bond, Schoeneck & King, PLLC as their
legal counsel.

The firm will advise the Debtors regarding their duties under the
Bankruptcy Code; assist them in any potential sale of their assets;
give advice regarding general corporate and litigation issues;
assist in the preparation of a bankruptcy plan; and provide other
legal services related to their Chapter 11 cases.

The firm's hourly rates range from $150 to $650.  Bond has received
advance fees totaling $90,268.64.

Stephen Donato, Esq., a member of Bond, disclosed in a court filing
that his firm is a "disinterested person" as defined in Section
101(14) of the Bankruptcy Code.

The firm can be reached through:

     Stephen Donato, Esq.
     Bond, Schoeneck & King, PLLC
     One Lincoln Center
     Syracuse, NY 13202-1355
     Tel: (315) 218-8000
     Fax: (315) 218-8100
     Email: sdonato@bsk.com

                        About Carthage

Carthage Specialty Paperboard, Inc. -- http://www.carthagespbd.com/
-- is a paperboard manufacturer in Carthage, New York, serving a
diverse range of markets from pulp-substitute specialty paperboard
to industrial grade chipboards.

Carthage Specialty Paperboard and its affiliate Carthage
Acquisition, LLC sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. N.D. N.Y. Lead Case No. 18-30226) on Feb.
28, 2018.  

In the petitions signed by Donald Schnackel, vice-president of
finance, Carthage Specialty estimated assets and liabilities of $10
million to $50 million; and
Carthage Acquisition estimated assets of $1 million to $10 million
and liabilities of $10 million to $50 million.

The U.S. Trustee for Region 2 appointed an official committee of
unsecured creditors.


CASABLANCA GLOBAL: S&P Puts 'B' CCR on CreditWatch Negative
-----------------------------------------------------------
S&P Global Ratings placed its 'B' corporate credit rating on
Pa.-based Casablanca Global Intermediate Holdings L.P. (d/b/a Apple
Leisure Group) on CreditWatch with negative implications. S&P also
placed the 'B' issue-level rating on the company's senior secured
first-lien credit facility (including the $125 million revolver due
2022 and $600 million term loan due 2024) and the 'CCC+'
issue-level rating on the company's $225 million second-lien term
loan due 2025 on CreditWatch with negative implications.

The CreditWatch listing reflects the announcement that Apple
Leisure Group has entered into an agreement to purchase The Mark
Travel Corp. and that the terms of the transaction and the
company's plan to finance the acquisition are unknown. S&P said,
"As a result, there is a possibility that incremental debt to fund
the acquisition could result in a deterioration in our leverage
measure and a lower corporate credit rating on Apple Leisure Group.
In addition, we previously had a negative outlook on the rating to
reflect our expectation for leverage at Apple Leisure Group to be
weak over the near term, with estimated pro forma 2017 cash flow
from operations (CFO) to debt around 10% and possibly around this
level in 2018. We also believe this measure could be highly
variable, so there is minimal near term cushion compared to the 10%
CFO to debt threshold at which we would consider lower ratings. The
combined company will continue to operate the collection of brands
offered by Apple Leisure Group (including Apple Vacations, Cheap
Caribbean, and Travel Impressions), Mark Travel, and Trisept
Solutions. In addition, Mark Travel's existing management will
remain with the company on the board of directors, and we suspect
the acquisition may be a good fit and expand the company's position
in the travel agency business. However, the traditional travel
distribution model is an intensely competitive industry, and we
plan to assess business risk in light of the planned acquisition
and Apple Leisure Group's increased exposure to the sector."


CEC ENTERTAINMENT: Bank Debt Trades at 6.15% Off
------------------------------------------------
Participations in a syndicated loan under which CEC Entertainment
Inc. is a borrower traded in the secondary market at 93.85
cents-on-the-dollar during the week ended Friday, March 29, 2018,
according to data compiled by LSTA/Thomson Reuters MTM Pricing.
This represents a decrease of 3.14 percentage points from the
previous week. CEC Entertainment pays 325 basis points above LIBOR
to borrow under the $760 million facility. The bank loan matures on
February 14, 2021. Moody's rates the loan 'B2' and Standard &
Poor's gave a 'B-' rating to the loan. The loan is one of the
biggest gainers and losers among 247 widely quoted syndicated loans
with five or more bids in secondary trading for the week ended
Friday, March 29.


CENVEO INC: Taps BKD LLP to Provide Audit Advisory Services
-----------------------------------------------------------
Cenveo, Inc. seeks approval from the U.S. Bankruptcy Court for the
Southern District of New York to hire BKD, LLP to provide audit
advisory services.

The firm will assist the company and its affiliates in their
efforts regarding Section 404 of the Sarbanes Oxley Act of 2002
related to the documentation and testing of internal control over
financial reporting for fiscal years 2017 and 2018.

BKD will also assist the Debtors in planning and developing scopes
for project; develop and provide training to project team members
regarding their selected framework, relevant provisions of the Act
and the documentation methodology; execute the documentation plan;
and test controls and identify deficiencies.

The firm's hourly rates are:

     Chief Audit Executive              $165
     Audit — Senior Level and Above     $130
     Support and Staff                  $105

During the 90 days immediately preceding the petition date, the
Debtors paid the firm retainer fees totaling $200,000.  The firm
holds a retainer balance of $$25,140.26.

Keith Galante, a partner at BKD, disclosed in a court filing that
his firm is a "disinterested person" as defined in section 101(14)
of the Bankruptcy Code.

BKD can be reached through:

     Keith Galante
     BKD, LLP
     1801 California Street, Suite 2900
     Denver, CO 80202-2606
     Phone: 303-861-4545
     Fax: 303-832-5705
     Email: kgalante@bkd.com

                          About Cenveo

Headquartered in Stamford, Connecticut, Cenveo (NASDAQ:CVO) --
http://www.cenveo.com/-- is a global provider of print and related
resources, offering world-class solutions in the areas of custom
labels, envelopes, commercial print, content management and
publisher solutions.  The Company provides a one-stop offering
through services ranging from design and content management to
fulfillment and distribution.  With a worldwide distribution
platform, the Company says it delivers quality solutions and
services every day to its more than 100,000 customers.

After reaching an agreement with holders of a majority of its first
lien debt to support a Chapter 11 plan of reorganization, Cenveo
Inc. and its domestic subsidiaries filed voluntary petitions for
reorganization under Chapter 11 of the U.S. Bankruptcy Code in
White Plains, New York (Bankr. S.D.N.Y. Lead Case No. 18-22178) on
Feb. 2, 2018.  The Chapter 11 filing does not include foreign
entities, such as those located in India.

As of Dec. 31, 2017, Cenveo disclosed total assets of $789,547,000
and total debt of $1,426,133,000.

The Debtors tapped Kirkland & Ellis LLP as counsel; Rothschild Inc.
as investment banker; Zolfo Cooper LLC as restructuring advisor;
BDO USA, LLP as auditor and accountant; Ernst & Young LLP as tax
advisor; VanRock Real Estate Consulting, LLC as real estate
consultant; and Prime Clerk LLC as notice, claims & balloting
agent, and administrative advisor.

The U.S. Trustee for Region 2 appointed an official committee of
unsecured creditors in the Debtors' cases.  The Committee retained
Lowenstein Sandler LLP as its bankruptcy counsel; and FTI
Consulting, Inc. as its financial advisor.


CHARMING CHARLIE: Wins Confirmation of Bankruptcy Plan
------------------------------------------------------
Alex Wolf, writing for Bankruptcy Law360, reported that Charming
Charlie Inc. is set to exit Chapter 11 bankruptcy proceedings in a
slimmed-down state after a Delaware bankruptcy judge on April 3
approved a restructuring agreement proposed by the troubled chain.
The jewelry merchant successfully maneuvered its way to an
uncontested plan confirmation hearing after filing for bankruptcy
in December seeking to implement a restructuring support agreement
that drastically reduces much of its $154 million in funded
prepetition debt.

100% of holders of Class 3 - Prepetition Term Loan Claims voted to
accept the Plan, while 87.92% of holders of Class 4 - General
Unsecured Claims voted to accept the Plan, according to Catherine
Nownes-Whitaker of Rust Consulting/Omni Bankruptcy, the claims and
noticing agent of the Debtors.

Prior to the confirmation hearing, the Debtors filed a fourth
amended Plan to, among other things, modify the provisions on
General Unsecured Creditors' rights.  Under the Fourth Amended
Plan, on the Effective Date, Reorganized HoldCo will enter into the
CVR Agreement, and each Holder of an Allowed General Unsecured
Claim will be deemed to have received its Pro Rata share of GUC
Rights to the extent provided in the Plan. Confirmation of the Plan
shall be deemed approval of the GUC Rights and the CVR Agreement,
and all transactions contemplated thereby, and all actions to be
taken, undertakings to be made, and obligations to be incurred by
the Reorganized Debtors in connection therewith, and authorization
of the Reorganized Debtors to enter into and execute the CVR
Agreement and such other documents as may be required to effectuate
the GUC Rights.

The third amended plan states that on the Effective Date,
Reorganized HoldCo and the Holders Allowed Prepetition Term Loan
Claims and Allowed DIP Term Loan Facility Claims may enter into the
Stockholders Agreement with respect to the New Equity in
substantially the form included in the Plan Supplement. The
Stockholders Agreement, if any, will be deemed to be valid,
binding, and enforceable in accordance with its terms, and each
holder of New Equity will be bound thereby, in each case without
the need for execution by any party thereto other than Reorganized
HoldCo.

A redlined version of the Fourth Amended Plan is available at:

       http://bankrupt.com/misc/deb17-12906-565.pdf

A copy of the Third Amended Plan is available at:

      http://bankrupt.com/misc/deb17-12906-517.pdf

           About Charming Charlie Holdings

Charming Charlie -- http://www.CharmingCharlie.com/-- is a
Houston-based specialty retailer focused on fashion jewelry,
handbags, apparel, gifts and beauty products.

Charming Charlie Holdings Inc. and its affiliates sought Chapter 11
protection (Bankr. D. Del. Lead Case No. 17-12906) on Dec. 11,
2017.  Charming Charlie estimated assets of $50 million to $100
million and debt of $100 million to $500 million.

Kirkland & Ellis LLP is serving as the Company's legal counsel,
AlixPartners LLP is serving as its restructuring advisor, and
Guggenheim Securities, LLC is serving as its investment banker.
Klehr Harrison Harvey Branzburg LLP is the Company's local counsel.
Rust Consulting/OMNI Bankruptcy is the claims and noticing agent.

Joele Frank, Wilkinson Brimmer Katcher is the Company's
communications consultant.  A&G Realty Partners, LLC's the
Company's real estate advisors.  Hilco Merchant Resources LLC is
the Company's exclusive agent.


CHARTER COMMUNICATIONS: Moody's Assigns Ba1 Sr. Sec. Notes Rating
-----------------------------------------------------------------
Moody's Investors Service assigned a Ba1 rating to the proposed
senior secured notes of Charter Communications Operating, LLC
(CCO), a wholly-owned subsidiary of Charter Communications, Inc.
(Charter). The total issuance is expected to be of benchmark size
and tenor with proceeds being used for upcoming debt maturities and
general corporate purposes. Charter's Ba2 Corporate Family Rating
(CFR) and stable outlook remain unchanged.

Issuer: Charter Communications Operating, LLC

-- Senior Secured Regular Bond/Debenture, Assigned at Ba1 (LGD3)

RATINGS RATIONALE

Charter's Ba2 CFR is supported the company's large scale and
moderate leverage. Following the acquisitions of Time Warner Cable
(TWC) and BrightHouse Networks (BHN) in May 2016, Charter became
the second largest cable operator in the US with after Comcast
Corporation (Comcast, A3 Stable) and third largest pay-TV provider
after DIRECTV (unrated) and Comcast. Pro forma for this new debt
issuance, leverage for the year ended 2017 was 4.6x (including
Moody's adjustments), which in addition to its solid free cash flow
supports the company's Ba2 CFR. Charter has leading broadband
infrastructure and a growing commercial segment. Moody's anticipate
Charter will grow EBITDA in the mid-single digit range over the
next 12 months and continue to grow free cash flow. Charter's
financial policy remains a key driver of the rating as management
has stated that it would like to keep net debt-to-EBITDA in the
4.0-4.5x range (before Moody's adjustments).

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

Moody's would consider an upgrade of the ratings with continued
improvements in both financial and operating metrics and a
commitment to a better credit profile. Specifically, Moody's could
upgrade the CFR based on expectations for sustained leverage below
4.0x debt-to-EBITDA and free cash flow-to-debt in excess of 5%,
along with maintenance of good liquidity. A higher rating would
require commitment to the stronger credit metrics, as well as
product penetration levels more in line with industry peers, and
growth in revenue and EBITDA per homes passed. Moody's would likely
downgrade ratings if another sizeable debt funded acquisition,
ongoing basic subscriber losses, declining penetration rates,
and/or a reversion to more aggressive financial policies
contributed to expectations for sustained leverage above 4.5x
debt-to-EBITDA (including Moody's standard adjustments) or
sustained low single digit or worse free cash flow-to-debt.

One of the largest US domestic cable multiple system operators
serving about 27.2 million customers, 23.9 million broadband
subscribers, 17 million video subscribers and 11.3 million voice
subscribers, Charter Communications, Inc. maintains its
headquarters in Stamford, Connecticut. Revenue for the year ended
2017 was approximately $41.6 billion.

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


COLLISION EXPRESS: U.S. Trustee Unable to Appoint Committee
-----------------------------------------------------------
The Office of the U.S. Trustee on April 4 disclosed in a court
filing that no official committee of unsecured creditors has been
appointed in the Chapter 11 case of Collision Express Holdings,
L.P.

                  About Collision Express Holdings

Collision Express Holdings, L.P., a Texas limited partnership, owns
in fee simple a land and building commonly known as 23266 Northwest
Freeway, Cypress, Texas, having an appraised value of $3.75
million.  It previously sought bankruptcy protection on March 1,
2011 (Bankr. S.D. Tex. Case No. 11-31947).

Collision Express Holdings filed a Chapter 11 petition (Bankr. W.D.
Tex. Case No. 18-30356) on March 5, 2018.  In the petition signed
by Greg Eckelkamp, sole member, the Debtor disclosed $3.77 million
in total assets and $2.61 million in total liabilities.  Judge
Christopher H. Mott presides over the case.  The Debtor's counsel
is E.P. Bud Kirk, Esq.


COLORADO LONESOME: Seeks Access to Del Norte Bank Cash Collateral
-----------------------------------------------------------------
Colorado Lonesome Dove, LLC, seeks authorization from the U.S.
Bankruptcy Court for the Southern District of Florida to obtain an
unsecured post-petition loan from its managing-member, Mr. Brian
West, to assist the Debtor with funding its daily operations
pending a final hearing on Debtor's Motion.

The Debtor owns and operates an RV Campground and Cabins located at
180065 US Highway 160, South Fork, Colorado 81154. The Property is
encumbered by a first priority mortgage lien in favor of Del Norte
Bank in the approximate amount of $343,448.

The advances made under the DIP Loan Agreement will be available to
pay: (a) Debtor's ordinary course operating expenses; and (b)
certain administrative fees and expenses, all set forth in the
agreed budget.

The Term Sheet contains these material provisions:

      (a) Until June 1, 2018, Mr. West will advance all amounts
necessary to cover any expenses reflected in the Debtor's operating
budget that cannot be paid from Debtor's cash on hand. As projected
in the Budget, the Debtor will require a DIP Loan in the amount of
$13,750.73;

      (b) The DIP Loan is a non-interest-bearing loan;

      (c) In connection with the DIP Loan, Mr. West will retain an
unsecured claim in an amount equivalent to the amount advanced to
the Debtor to cover its operating expenses during the loan term.

      (d) The DIP Loan proceeds will only be used to pay the
expenses set forth in the Budget that cannot otherwise be paid from
the Debtor's cash on hand.

In addition to the need for DIP financing, the Debtor's other
pressing concern is the need for immediate use of the cash
collateral. The Debtor seeks to use its funds on hand, including
funds to be received during Debtor's normal operations that
encumbered by the lien of Del Norte Bank pursuant to a recorded
mortgage and assignment of rents. The Debtor requires the use of
cash collateral to pay present operating expenses to ensure
continued services essential to its daily operations.

The Debtor will require the use of approximately $13,751 of cash
collateral to continue to operate its business during the interim
period, and depending on the month, a greater or lesser amount will
be required for each comparable period thereafter.

As adequate protection for the use of cash collateral, the Debtor
proposes to grant Del Norte Bank a replacement lien on the Debtor's
post-petition rents to the same extent, priority and validity as
its pre-petition lien, to the extent Debtor's use of cash
collateral results in a decrease in the value of Del Norte Bank's
interest in the cash collateral. In addition, the Debtor believes
that Del Norte Bank is adequately protected by virtue of the value
of Debtor's real property, which is estimated to be valued at
$1,200,000.

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

            http://bankrupt.com/misc/flsb18-13283-4.pdf

                  About Colorado Lonesome Dove, LLC

Goodnight's Lonesome Dove RV Campground & Cabins is a recreational
camp located at 180065 US Hwy 160 South Fork, CO 81154. Goodnight's
Lonesome Dove RV Campground & Cabins has year-round family
activities for the sports enthusiast and nature lover alike.  The
Camp is convenient to skiing, hiking, fishing, horseback riding,
rafting, biking, or just relaxing.  It has 10 log cabins open
year-round, each with private bathrooms and fully equipped
kitchens.  It also has 37 Large, full-hookup, RV sites that are all
grassy and are available May through Mid-November with a full
laundry and shower facility.  Visit https://is.gd/SuWgTP for more
information.

Colorado Lonesome Dove, LLC, d/b/a Goodnight's Lonesome Dove RV
Campground & Cabins, filed a Chapter 11 petition (Bankr. S.D. Fla.
Case No. 18-13283) on March 22, 2018.  The petition was signed by
Brian G. West, manager/member.  The case is assigned to Judge Erik
P. Kimball.  The Debtor is represented by Latham, Shuker, Eden &
Beaudine, LLP as counsel.  At the time of filing, the Debtor
estimated $1 million to $10 million in assets and $1 million to $10
million in liabilities.


COMMUNITY HEALTH: Bank Debt Due 2019 Trades at 2.58% Off
--------------------------------------------------------
Participations in a syndicated loan under which Community Health
Systems is a borrower traded in the secondary market at 97.42
cents-on-the-dollar during the week ended Friday, March 29, 2018,
according to data compiled by LSTA/Thomson Reuters MTM Pricing.
This represents a decrease of 1.14 percentage points from the
previous week. Community Health pays 275 basis points above LIBOR
to borrow under the $1.6 billion facility. The bank loan matures on
December 20, 2019. Moody's rates the loan 'B2' and Standard &
Poor's gave a 'B-' rating to the loan. The loan is one of the
biggest gainers and losers among 247 widely quoted syndicated loans
with five or more bids in secondary trading for the week ended
Friday, March 29.


COMMUNITY HEALTH: Bank Debt Due 2021 Trades at 4% Off
-----------------------------------------------------
Participations in a syndicated loan under which Community Health
Systems is a borrower traded in the secondary market at 96.00
cents-on-the-dollar during the week ended Friday, March 29, 2018,
according to data compiled by LSTA/Thomson Reuters MTM Pricing.
This represents a decrease of 1.56 percentage points from the
previous week. Community Health pays 300 basis points above LIBOR
to borrow under the $2.94 billion facility. The bank loan matures
on January 20, 2021. Moody's rates the loan 'B2' and Standard &
Poor's gave a 'B-' rating to the loan. The loan is one of the
biggest gainers and losers among 247 widely quoted syndicated loans
with five or more bids in secondary trading for the week ended
Friday, March 29.


COMPASS GROUP: Moody's Lowers Corporate Family Rating to B1
-----------------------------------------------------------
Moody's Investors Service downgraded Compass Group Diversified
Holdings LLC's Corporate Family Rating (CFR) to B1 from Ba3 for the
company's proposed refinancing of its existing credit facilities.
As a result of the newly proposed capital structure, which includes
the presence of unsecured notes that will be structurally
subordinated to the company's newly proposed secured debt, the
company's Probability of Default Rating (PDR) has been affirmed at
B1-PD, which is in line with the B1 CFR. At the same time, Moody's
assigned a Ba3 rating to the company's newly proposed senior
secured first lien credit facilities ($600 million 5-year revolving
credit facility and $500 million 7-year term loan B), and a B3
rating to the company's newly proposed $400 million issuance of
8-year unsecured notes. In addition, Moody's affirmed the company's
SGL-2 Speculative Grade Liquidity rating. The rating outlook is
stable.

Proceeds from the proposed transaction together with $100 million
of funds garnered from a March 2018 preferred equity issuance
(unrated by Moody's) will be used to refinance the company's
existing debt obligations and pay fees and expenses associated with
the transaction. At the close of the transaction and subject to
receipt of final documentation, Moody's will withdraw its ratings
for the company's existing senior secured term loan and revolving
credit facility, which are being refinanced in connection with this
transaction.

According to Brian Silver, Moody's Vice President and lead analyst
for the company, "Compass' one-notch downgrade reflects Moody's
expectation that the company's balance sheet will remain levered in
the high 3.0-to-low-4.0 times range and that it will continue to be
cash consumptive owing mainly to dividend outflows, which have
increased following $200 million of aggregate preferred stock
issuance over the last year." Silver continued, "However, Compass'
credit profile continues to be supported by its solid industry and
product diversification profile owing to its majority ownership
interest in ten subsidiaries, and the refinancing will improve
liquidity, which was temporarily weakened following the revolver
funded acquisitions of Foam Fabricators and Rimports, as a large
proportion of the revolver is effectively being termed-out via this
transaction."

The following ratings have been assigned for Compass Group
Diversified Holdings LLC (subject to receipt of final
documentation):

New $600 million Senior Secured 1st lien Revolving Credit Facility
due 2023, rated Ba3 (LGD3)

New $500 million Senior Secured 1st lien Term Loan B due 2025,
rated Ba3 (LGD3)

New $400 million Senior Unsecured Notes due 2026, rated B3 (LGD5)

The following rating has been downgraded for Compass Group
Diversified Holdings LLC:

Corporate Family Rating, to B1 from Ba3

The following ratings have been affirmed for Compass Group
Diversified Holdings LLC:

Probability of Default Rating, B1-PD

Speculative Grade Liquidity Rating, SGL-2

Outlook Action:

The ratings outlook is maintained at stable

The following ratings will be withdrawn for Compass Group
Diversified Holdings LLC at the close of this transaction (subject
to receipt of final documentation)

$561 million principal Senior Secured Term Loan B due 2021,
currently rated Ba3 (LGD3)

$550 million Senior Secured 1st lien Revolving Credit Facility due
2019, currently rated Ba3 (LGD3)

RATINGS RATIONALE

Compass Group Diversified Holdings LLC's' ratings are broadly
supported by its strong industry and product diversification, which
stems from its controlling ownership interest in ten unique
businesses, and Moody's expectation that the company will maintain
its financial leverage (debt-to-EBITDA) below 4.5 times over the
next 12 to 18 months. Ratings also incorporate Moody's expectation
that the company will maintain a good liquidity profile,
highlighted by access to its new $600 million revolving credit
facility. However, the company's ratings are constrained by its
policy of distributing the majority of its operating cash flow to
shareholders, as well as its modest albeit improving size, with
annual revenue pro forma for pending acquisitions of nearly $1.6
billion for the twelve-month period ended December 31, 2017 (FY17).
Also, Moody's expects the company to make more debt funded
acquisitions that could temporarily increase leverage beyond levels
that are appropriate for the B1 CFR, although deleveraging via the
sale of a business and/or an equity issuance would be anticipated
shortly thereafter. In addition, the company remains exposed to the
challenging retail environment, and also faces the potential for
headline risk among some of its businesses.

The stable outlook reflects Moody's expectation that Compass will
sustain debt-to-EBITDA below 4.5 times over the next 12 to 18
months. The rating agency expects Compass to continue distributing
most of its cash flow to shareholders. The company's commitment to
debt reduction following acquisitions is incorporated in the
outlook.

The ratings could be upgraded if Debt-to-EBITDA is sustained below
3.75 times and cash flow from operations-to-debt is sustained above
17.5%. Alternatively, the ratings could be downgraded if
Debt-to-EBITDA is sustained above 5.0 times, cash flow from
operations-to-debt is sustained below 12.5%, or there is a material
weakening of liquidity.

The principal methodology used in these ratings was Consumer
Durables Industry published in April 2017.

Compass Group Diversified Holdings LLC (Compass) is a publicly
traded company (NYSE: CODI) that holds majority ownership interests
in ten distinct operating subsidiaries including 5.11 Tactical,
Crosman, Advanced Circuits, Sterno Group, Clean Earth, Arnold
Magnetics, Liberty Safe, Ergobaby, Foam Fabricators and Manitoba
Harvest. Pro-forma for the acquisition of Crosman, Rimports (Sterno
add-on) and Foam Fabricators, the company generated nearly $1.6
billion of revenue for the twelve-month period ended December 31,
2017 (FY17).


COMPASS GROUP: S&P Cuts Corp. Credit Rating to 'B+', Outlook Stable
-------------------------------------------------------------------
S&P Global Ratings lowered its corporate credit rating on Westport,
Conn.-based Compass Group Diversified Holdings LLC (CODI) to 'B+'
from 'BB-'. The outlook is stable.

S&P said, "We also assigned our 'BB' issue-level rating to CODI's
new $600 million senior secured revolving credit facility maturing
in 2023 and $500 million senior secured term loan B due in 2025,
and our 'B-' issue-level rating to its new $400 million senior
unsecured notes. The recovery rating on the senior secured credit
facilities is '1', indicating our expectation for very high
(90%-100%; rounded estimate: 90%) recovery in the event of a
payment default. The recovery rating on the senior unsecured notes
is '6', indicating our expectation for negligible (0%-10%; rounded
estimate: 0%) recovery in the event of a payment default. Pro forma
for the transaction, we believe outstanding reported debt will be
about $900 million. Our ratings assume the transaction closes in
line with the terms presented to us. We expect to withdraw our
ratings on CODI's existing debt upon repayment.

"The downgrade reflects our expectation that CODI's leverage, as
measured through LTV, will be sustained around or above our
previously set threshold of 45%. Pro forma for the transaction, we
estimate LTV of about 45%. This transaction, in our view, reflects
a more aggressive financial policy, as the company will operate at
higher leverage in pursuit of acquisitions. In addition, we do not
believe the company is likely to reduce debt meaningfully, such
that LTV would be sustained below 45%.

"The stable outlook reflects our expectation that CODI's more
aggressive financial policy will result in a moderate deterioration
in credit metrics, including LTV sustained in the 45%-60% range. We
believe the company will maintain its pattern of borrowing under
its revolver to make platform and add-on acquisitions, repaying
debt through free cash flow and asset sales, then borrowing again
for new acquisitions.

"We could raise the rating if we believe CODI has adopted a more
conservative financial policy such that LTV will be sustained below
45%. We could also raise the rating if CODI meaningfully improves
its portfolio characteristics, most likely by improving portfolio
liquidity through increased ownership of publicly held investments
(either through IPOs of existing investments or through new
investments). It could also improve portfolio characteristics by
meaningfully improving both asset diversity and asset credit
quality, which would require investment in larger, higher credit
quality assets (notwithstanding the potential increased portfolio
concentration).

"We could lower the rating if CODI's LTV rises and is sustained
above 60% for an extended period. This could be the result of a
permanent erosion in portfolio value or an increase in debt to
finance additional acquisitions (i.e., an even more aggressive
financial policy). We could also lower the ratings if portfolio
diversity significantly weakens or its portfolio companies
unexpectedly come into distress, which could require CODI to either
contribute new equity or experience losses on its equity
investments."


COMSTOCK RESOURCES: S&P Puts 'CCC+' CCR on CreditWatch Positive
---------------------------------------------------------------
S&P Global Ratings placed its ratings, including its 'CCC+'
corporate credit rating, on U.S.-based oil and gas exploration and
production (E&P) company Comstock Resources Inc. on CreditWatch
with positive implications.

S&P said, "At the same time we placed the 'CCC+' issue-level rating
on the company's 10% first-lien secured toggle notes and 'CCC-'
issue-level ratings on its 7.75% and 9.50% second-lien convertible
payment-in-kind (PIK) notes on CreditWatch with positive
implications. The recovery rating on the 10% first-lien secured
toggle notes is '3', reflecting our expectation of meaningful (50%
to 70%; rounded estimate: 55%) recovery in the event of default and
'6' on the 7.75% and 9.50% second-lien convertible PIK notes,
reflecting our expectations of negligible (0% to 10%; rounded
estimate: 0%) recovery in the event of default.  

"We also placed the 'CCC-' issue-level rating on the company's
remaining outstanding 10% senior secured notes and 7.75% and 9.50%
senior unsecured notes on CreditWatch with positive implications.
The recovery rating on all three issues is '6', reflecting our
expectations of negligible (0% to 10%; rounded estimate: 0%)
recovery in the event of default."  

The CreditWatch placement on Comstock reflects the likelihood for
an upgrade following the completion of a series of related
transactions aimed at refinancing the company's existing debt. S&P
expects the transactions to improve the company's leverage and
liquidity, and extend its debt maturities.

The proposed transactions include a $75 million equity investment
from Arkoma Drilling L.P. (not rated), the monetization of the
company's Eagle Ford shale assets, the arrangement of a new $300
million reserve-based credit facility, tender offers for the
second-lien convertible PIK notes at par for a package of cash and
equity, a tender offer for the company's first-lien secured toggle
notes at approximately 105.25% for cash, and the proposed issuance
of approximately $600 million of new unsecured notes.

All of the transactions, except the monetization of the Eagle Ford
assets, are dependent on the issuance of the new unsecured notes
and will close simultaneously upon completion of the offering. S&P
expects the launch of the new unsecured notes sometime in April
2018 pending market conditions.  

S&P would expect to raise Comstock's rating only if all the
transactions are completed as proposed. S&P will resolve the
CreditWatch listing around the launch of the new unsecured notes,
which S&P expects to occur by the end April 2018.


CONCHO RESOURCES: Egan-Jones Lowers Sr. Unsecured Ratings to BB+
----------------------------------------------------------------
Egan-Jones Ratings Company, on March 29, 2018, downgraded the
foreign currency and local currency senior unsecured ratings on
debt issued by Concho Resources Inc. to BB+ from BBB.

Concho Resources Inc. is a petroleum and natural gas exploration
and production company organized in Delaware and headquartered in
Midland, Texas, with operations exclusively in the Permian Basin.


CONNEAUT LAKE PARK: April 24 Hearing on Sale of Lakefront Lot
-------------------------------------------------------------
Keith Gushard, writing for Meadville Tribune, reports that a
hearing is scheduled April 24 in the U.S. Bankruptcy Court for the
Western District of Pennsylvania to consider approval of the sale
of the last lakefront home building lot on the former Flynn
property owned by Trustees of Conneaut Lake Park.  Trustees is the
nonprofit corporation that oversees the amusement park's
operations.

According to the report, Trustees have been offered $210,000 for
the 0.32-acre property by D-Three LLC, a limited liability company
with Brian Deane listed as the managing member of D-Three, U.S.
Bankruptcy Court records show. However, higher and better offers
may be presented at the hearing, according to court documents.

The report notes Trustees' Chapter 11 reorganization plan, approved
by bankruptcy court in September 2016, includes the sale of excess
land to reduce debt.  Under the Chapter 11 plan, the former Flynn
property is considered unnecessary to the amusement park's
long-term operation.

The report relates the Flynn property, located north of Conneaut
Lake Park's midway/former Beach Club site, is vacant land with
about 330 feet of lakefront.  The site was subdivided into six lots
-- five approximately one-third acre each at the lakefront with a
sixth -- about 1.6 acres located behind the lakefront parcels. Four
of the five lakefront lots as well as the larger lot have been sold
through previous hearings held in Bankruptcy Court.

                    About Conneaut Lake Park

Trustees of Conneaut Lake Park, Inc., filed a Chapter 11 bankruptcy
petition (Bankr. W.D. Pa. Case No. 14-11277) in Erie, Pennsylvania,
on Dec. 4, 2014.  The case is assigned to Judge Thomas P. Agresti.
The Debtor estimated assets and debt of $1 million to $10 million.

Trustees of Conneaut Lake Park, Inc. is a Pennsylvania non-profit
corporation organized in 1997 and having the corporate purpose,
among other things, to preserve and maintain Conneaut Lake Park, a
vintage amusement park  located in Conneaut Lake, Pennsylvania, for
historical, cultural, social and recreational, and civic purposes
for the benefit of the community and the general public.  When it
filed for bankruptcy, it held in trust for the use of the general
public approximately 207 acres of land and the improvements thereon
located in Crawford County, Pennsylvania.

Trustees of Conneaut Lake Park filed for bankruptcy protection less
than 20 hours before the Crawford County amusement park was
scheduled to go to sheriff's sale for almost $930,000 in back taxes
and related fees.

The Debtor tapped George T. Snyder, Esq., at Stonecipher Law Firm,
in Pittsburgh, as counsel.

On Sept. 6, 2016, the Court entered a final order approving the
Disclosure Statement and confirming the Reorganized Debtor's Joint
Amended Plan of Reorganization.


CROWN CAPITAL: DBRS Confirms BB(low) Issuer Rating, Trend Stable
----------------------------------------------------------------
DBRS, on March 27, 2018, assigns a BB(low) Long-Term Issuer Rating
to Crown Capital Partners Inc., with stable trend.


CROWN CASTLE: Moody's Assigns (P)Ba1 Subordinate Shelf Rating
-------------------------------------------------------------
Moody's Investors Service affirmed Crown Castle International
Corp.'s (Crown Castle or CCI) ratings, including the Baa3 senior
unsecured rating, and revised the rating outlook to stable from
negative. Concurrently, Moody's assigned a (P)Ba1 rating to CCI's
preferred shelf registration.

The rating outlook change to stable recognizes the REIT's progress
in improving its acquisition-driven leverage, robust liquidity, and
Moody's expectation that the REIT will operate within its stated
net leverage target range of 4x - 5x (or 5x - 6x including Moody's
operating lease adjustment) going forward. Crown Castle closed its
Lightower acquisition in November 2017, two months sooner than
expected, and reports that the integration is in line with the
expectations.

After operating with net debt/EBITDA well above 6x (Moody's
adjusted) in 2017 and as high as 7x at Q2 2017, CCI reduced its
leverage to 6.5x proforma for a full year of Lightower earnings at
the end of Q4 2017. The improvement in leverage was mainly due to
CCI's conservative Lightower acquisition funding, which included a
sizable equity component. Accounting for an additional $840 million
common equity issued in February of this year, CCI improved its net
debt/EBITDA approximately 6.1x, a threshold that Moody's had
previously indicated would result in revising the rating outlook to
stable.

Given Crown Castle's investment and growth objectives, Moody's
expects that CCI will operate at around 5x (or 6x including Moody's
operating lease adjustment) within the next 12-18 months, the very
top of the REIT's stated leverage target range. This leverage level
is also at the higher end of the Moody's expectation for the rating
category, leaving CCI with limited room for future debt-financed
acquisitions or potential volatility in earnings.

The following ratings were affirmed:

Crown Castle International Corp.:

- Senior Unsecured debt at Baa3;

- Senior Unsecured Shelf at (P)Baa3;

- Subordinate Shelf at (P)Ba1.

CC Holdings GS V LLC:

- Senior Secured debt at Baa2.

The following rating was assigned:

Crown Castle International Corp.:

- Preferred Shelf at (P)Ba1;

Rating outlook action:

Crown Castle International Corp.:

- Rating outlook was revised to stable from negative

CC Holdings GS V LLC:

- Rating outlook was revised to stable from negative

RATINGS RATIONALE

Crown Castle's Baa3 senior unsecured rating reflects the REIT's
position as one of the leading independent provider of wireless
infrastructure in the U.S., good geographic diversification within
the domestic market, and strong liquidity. CCI's high visibility
into future earnings due to long-term leases with annual
escalations, and the ability to generate significant free cash flow
also support the rating. Moody's believes that the wireless
infrastructure industry fundamentals and growth trends will remain
favorable over the next several years owing to continued strong
demand for wireless, data services, and the acceleration in mobile
traffic and continued build out of carriers' wireless networks.
These credit strengths are counterbalanced by the REIT's high
leverage and the remaining structural subordination in its capital
structure. With its top four tenants contributing 77% of Q4 2017
site rental revenues, Crown Castle's tenant concentration is high,
and remains a credit challenge. The REIT's ratings are also
tempered by its exposure to technology network shifts or major
technological transformation and untested alternative use for its
properties should such dramatic changes occur -- risks that are not
typically associated with traditional commercial REITs.

The stable outlook reflects Moody's expectation that Crown Castle
will continue to deliver strong financial and operating performance
as it continues to integrate its recent acquisitions. The stable
outlook is also predicated on Crown Castle maintaining a
disciplined approach to its balance sheet, ample liquidity and
operating within its set leverage target going forward as it seeks
continued growth.

The ratings could be upgraded over time if Crown Castle improves
its credit metrics, including net debt/EBITDA below 5x (calculated
including Moody's operating lease adjustment), effective leverage
(debt plus preferred over gross assets) closer to 50%, and secured
debt/gross assets below 10%.

A downgrade would be precipitated by significant deterioration in
operating performance or if the Crown Castle chose to pursue an
aggressive financial policy such that net debt/EBITDA is sustained
above 6x including Moody's operating lease adjustments.

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


DIEGO ENRICO MALTA: Dist. Ct. Junks Law Firm's Bid to Dismiss Suit
------------------------------------------------------------------
Defendants in the case captioned DIEGO ENRICO MALTA, Plaintiff, v.
FOX HORAN & CAMERINI, LLP, KATHLEEN M. KUNDAR, ESQ., WILLIAM IRA
KAPLAN, ESQ., and ROMAN ANDREW SHORE, ESQ., Defendants, No. 17 Civ.
3228 (JFK) (S.D.N.Y.) filed a motion to dismiss Plaintiff Malta's
complaint under Federal Rule of Civil Procedure 12(b)(6) for
failure to state a claim upon which relief can be granted. Upon
analysis, District Judge John F. Keenan denied the Defendants'
motion.

On Feb. 18, 2016, Plaintiff and his brothers, Robert and Joseph
Malta, hired and retained Defendants under a joint representation
agreement to provide legal services in connection with estate
planning. Specifically, Defendants were hired to consider a
transfer of all of Plaintiff's shares in two limited liability
companies, 106-108 West 73rd Street Associates, LLC (which owns the
real property located at 106-108 West 73rd Street), and 110 West 73
Associates, LLC (which owns the real property located at 110-112
West 73rd Street), to his mother, Dina Malta.  At the time
Defendants were retained, Plaintiff owned 100 percent of the shares
in 106-108 West 73rd Street Associates, LLC, and 49 percent of the
shares in 110 West 73 Associates, LLC. The appraised value of the
real estate at 106-108 West 73rd Street is $9.7 million and the
appraised value of the real estate at 110-112 West 73rd Street is
$13.8 million. Shortly after Feb. 18, 2016, Kaplan, as counsel for
Plaintiff and his two brothers, prepared a gift agreement, whereby
Plaintiff was to gift the assets in the two limited liability
companies to his mother for no stated consideration. From Feb. 18,
2016 to May 16, 2016, Defendants failed to communicate with
Plaintiff in any manner whatsoever, or to send Plaintiff bills for
services rendered. The Gift Agreement was executed on May 16, 2016.


On May 2, 2017, Plaintiff filed the complaint alleging one claim of
legal malpractice. Plaintiff alleges that Defendants were negligent
in failing to (1) advise Plaintiff of the tax consequences of the
Gift Agreement, (2) request appraisals on the properties prior to
the execution of the Gift Agreement, (3) send bills to Plaintiff
for services rendered, and (4) communicate with Plaintiff in any
manner whatsoever about the Gift Agreement or estate planning in
general. Plaintiff alleges that Defendants' legal representation
was a clear departure from the standards and actions of other
attorneys similarly situated and, but for Defendants' negligence,
Plaintiff would not have signed the Gift Agreement and sustained
damages in the form of a more than $4 million gift tax liability.

On August 9, 2017, Defendants moved to dismiss the complaint.
Defendants argue that (1) Plaintiff has failed to allege proximate
cause and actual damages, two required elements of a legal
malpractice claim, and (2) Plaintiff is estopped from repudiating
the gift tax while accepting the significant benefits of the estate
plan.

Defendants argue that, according to Plaintiff's "admissions" in
outside proceedings, any injury Plaintiff may have suffered was
caused by the intervening acts of Robert Malta or Plaintiff
himself. Defendants contend that Plaintiff's statements in the
State Action and the Bankruptcy Petition are "admissions" because
they contradict allegations in the complaint and show that
Plaintiff's injury was the result of independent intervening acts.
Defendants assert that, according to Plaintiff's allegations in the
State Action, the execution of the Gift Agreement was actually a
scheme engineered by Robert Malta to steal Plaintiff's assets, and
when Plaintiff signed the Gift Agreement, without counsel present,
he was "heavily intoxicated and under the [] influence of . . .
Xanax, rendering him devoid of judgment and capacity to execute
[the] document." In addition, Defendants contend that Plaintiff's
own reckless and extraordinary conduct constitutes an intervening
and superseding event that severs any causal nexus between
Defendants' alleged negligence and the Plaintiff's alleged injury.

The Court finds that Plaintiff's statements in the State Action and
Bankruptcy Petition do not qualify as contradictory admissions.
None of the statements Defendants identify contradicts Plaintiff's
allegation that Defendants did not inform Plaintiff of potential
tax liabilities before he signed the Gift Agreement. Nor does
Plaintiff state in either the State Action or Bankruptcy Petition
that had he known about the tax implications, he would have signed
the Gift Agreement anyway.

Defendants arguments regarding proximate cause are premature
because "[a]t this early stage of the litigation . . . Plaintiff
need only allege, not prove, the proximate cause element of the
legal malpractice claim." Although Defendants argue that any injury
Plaintiff may have suffered was caused by Robert Malta or by
himself, this is a question for the finder of fact. Further, even
if Robert Malta's or Plaintiff's own actions played a role in
Plaintiff's decision to sign the Gift Agreement, "[u]nder New York
law an injury can have more than one proximate cause." Accordingly,
accepting Plaintiff's factual allegations as true, they are
sufficient to plead proximate cause at this stage.

Defendants also argue that Plaintiff has failed to allege actual
damages, contending that "there is no allegation that [Plaintiff]
has paid the gift tax or even filed a return showing a gift tax to
be due." However, a claim for malpractice accrues when a plaintiff
"first receive[s] and rel[ies] on the defendant's work product and
as a consequence of such reliance can become liable for tax
deficiencies," not, as some defendants have tried to argue, "if and
when the IRS assesses a deficiency."

Defendants provide no legal or equitable basis, other than a vague
theory of estoppel, for their argument that Plaintiff is "estopped"
from bringing a legal malpractice claim for incurring unknown tax
liabilities related to the formation of an estate plan where he has
accepted the (entirely hypothetical) benefits of that estate plan.
Moreover, Defendants do not argue that there was any detrimental
reliance their part, which is an "essential element of estoppel."

A full-text copy of Judge Keenan's Opinion and Order dated March
12, 2018 is available at https://is.gd/l6pNU3 from Leagle.com

Diego Enrico Malta, Plaintiff, represented by Jacques Catafago --
jacques@catafagofini.com -- Catafago Fini LLP.

Fox Horan & Camerini LLP, Esq., Kathleen M. Kundar, Esq., William
Ira Kaplan & Esq., Roman Andrew Shore, Defendants, represented by
Peter Michael Levine , Peter M. Levine.

Diego Enrico Malta filed for chapter 11 bankruptcy protection
(Bankr. S.D.N.Y. Case No. 16-12936) on October 19, 2016.


DISH DBS: S&P Revises Unsec. Debt Recovery Rating to 3 on Repayment
-------------------------------------------------------------------
S&P Global Ratings revised its recovery rating on DISH DBS Corp.'s
unsecured debt to '3' from '4' following the repayment of $1
billion notes that recently matured. As a result, there are fewer
claims outstanding under our simulated default scenario, leading to
our expectation for meaningful recovery on the notes (50%-70%;
rounded estimate: 50%). S&P affirmed the 'B' issue-level rating on
the notes.

S&P said, "Our 'B' corporate credit rating is unchanged as we had
already factored the repayment of upcoming maturities into our base
case. We continue to expect consolidated leverage of around 6.5x
through 2019 as debt reduction enabled by free operating cash flow
offsets earnings declines stemming from significant subscriber
losses in DISH's profitable satellite TV business. The negative
outlook incorporates the risk that we could lower the rating
further over the next year if operating trends do not improve or if
decisions related to DISH's wireless strategy harm its credit
profile, such that consolidated leverage rises above 7.0x without a
credible path for improvement."

RECOVERY ANALYSIS

Key analytical factors

-- DISH DBS Corp. is the issuer of the various unsecured notes
totaling about $13 billion. The notes are guaranteed by the
company's principal operating subsidiaries on a senior basis. The
guarantees rank equally with all of the current and future
unsecured senior debt of the guarantors, and senior to all existing
and future subordinated debt of the guarantors. The guarantees rank
junior to any future secured debt of the guarantors to the extent
of the value of the assets securing such debt. There are no
downstream guarantees from parent DISH Network Corp., so Dish DBS
creditors do not have a claim on spectrum assets.

-- The issuer of $4 billion in unsecured convertible notes is
holding company DISH Network Corp. These notes are not guaranteed
by any subsidiaries, including entities that hold spectrum assets.
Therefore, the notes are structurally subordinated to debt issued
at DISH DBS Corp. with regard to the pay-TV assets at DBS.

-- S&P said, "While DISH Network creditors reside closer to
spectrum assets, we have assumed that value from spectrum assets
would be unavailable to current lenders because of uncertainty
around the monetization strategy and the lack of contractual
commitments that provide creditors value from these assets that
reside outside issuing entities. We believe it is possible that a
portion, or all, of the spectrum could be sold prior to bankruptcy
with proceeds returned to shareholders. We also believe that the
spectrum could be used to fund an unsuccessful wireless buildout
funded by a substantial amount of senior debt. Still, we could
revisit these assumptions as more details surrounding the company's
wireless strategy become available and there is greater assurance
around creditor protection."

-- S&P said, "Our simulated payment default scenario contemplates
that intense competition from cable TV, DIRECTV, and telephone
companies, as well as an accelerated shift to over-the-top (OTT)
viewing, will make satellite direct-to-home digital-TV services
less attractive, causing increased churn, lower average revenue per
user, and declining profitability such that DISH is unable to meet
fixed charges including interest expense, capital spending, and
debt amortization."

-- S&P applies a 5x multiple to emergence EBITDA, which is a lower
multiple than for most pay-TV cable companies given DISH's
heightened exposure to competition from OTT due to the lack of a
true broadband hedge.

Simulated default assumptions

-- Simulated year of default: 2021
-- EBITDA at emergence: $1.45 billion
-- EBITDA multiple: 5x

Simplified waterfall

-- Net enterprise value (after 5% administrative costs): $6.9
billion
-- Collateral value available to unsecured creditors: $6.9
billion
-- Senior unsecured notes: $13.4 billion
    —Recovery expectation: 50%-70% (rounded estimate: 50%)
-- Subordinated notes: $4.0 billion
    —Recovery expectation: 0%-10% (rounded estimate: 0%)

RATINGS LIST

  DISH Network Corp.  

  Corporate Credit Rating               B/Negative/--

  Affirmed; Recovery Rating Revised

  DISH DBS Corp.
                                         To          From
   Senior Unsecured                      B           B
    Recovery Rating                      3 (50%)     4 (45%)


DONCASTERS FINANCE: Bank Debt Trades at 5.50% Off
-------------------------------------------------
Participations in a syndicated loan under which Doncasters Finance
US LLC is a borrower traded in the secondary market at 94.50
cents-on-the-dollar during the week ended Friday, March 29, 2018,
according to data compiled by LSTA/Thomson Reuters MTM Pricing.
This represents a decrease of 1.31 percentage points from the
previous week. Doncasters Finance pays 825 basis points above LIBOR
to borrow under the $290 million facility. The bank loan matures on
September 27, 2020. Moody's rates the loan 'Caa2' and Standard &
Poor's gave a 'CCC' rating to the loan. The loan is one of the
biggest gainers and losers among 247 widely quoted syndicated loans
with five or more bids in secondary trading for the week ended
Friday, March 29.


DPL INC: Moody's Hikes Senior Unsecured Debt Rating to Ba2
----------------------------------------------------------
Moody's Investors Service upgraded the senior unsecured debt
ratings of DPL Inc. (DPL) and Dolphin Sub II, Inc (assumed by DPL)
to Ba2 from Ba3. DPL's outlook remains positive.

RATINGS RATIONALE

"The upgrade of DPL is prompted by management's decision to use
approximately 75% of the $239.1 million net proceeds from [the]
disposal of 972.5 MW of peaking units to reduce parent company debt
by 17% to nearly $895 million by 30 April 2018" said Nati Martel,
Vice President -- Senior Analyst.

The upgrade further reflects management's initiatives to de-risk
the DPL group by progressively exiting merchant power generation
operations. These operations are currently limited to the interests
held by AES Ohio Generation LLC (unrated) in the Stuart and Killen
coal-fired facilities, which DPL has announced will be retired on
or before June 1, 2018, and in the Conesville coal-fired faciltiy
(ownership-stake: 16.5%). DPL's positive outlook anticipates a slow
but steady improvement in consolidated CFO pre-W/C to debt, after
averaging around 8% at year-end 2016 and 2017, so that it
eventually becomes better positioned within the Ba-rating
category.

The rating action acknowledges that DPL will become a regulated
transmission and distribution utility group by June 1, and the
upgrade narrows (to two) the notching differential between the
senior unsecured ratings of parent DPL and the Baa3 Issuer Rating
of its utility subsidiary, Dayton Power and Light Company (DP&L).
The two notch difference reflects the material amount of holding
company debt that will still remain in place after DPL redeems $171
million at the parent by the end of April. Following this
redemption, holding company debt will aggregate $895 million,
approximately 60% of consolidated debt, leaving DPL with one of the
highest proportions of long-term debt at the parent company across
Moody's rated universe of regulated utilities in the US, limiting
DPL's financial flexibility. Moreover, the group's credit quality
is also tempered by the high level of consolidated debt to total
book capitalization which currently hovers around 135% which also
ranks as the highest across regulated utility groups in the US.
This has resulted from DPL's negative consolidated book equity of
$584.3 million at year-end 2017 following the significant
impairment of coal-fired assets in 2016 and 2017. However, Moody's
also acknowledge that DPL's parent company, The AES Corporation
(AES, Ba2 positive), converted $97.1 million of accrued tax sharing
liabilities into additional DPL equity at the end of 2017. DPL's
commitment to not upstream cash in the form of dividends and/or
distributions under the group's tax sharing agreement will further
allow the group to progressively improve this debt to book
capitalization ratio so that it slowly approaches 110% by 2022.

DPL's positive outlook reflects the positive outlook of utility
subsidiary DP&L and Moody's expectation that a credit supportive
rate case outcome at the utility (hearings scheduled in May) will
allow the group to further develerage and progressively improve the
consolidated capital structure. This expectation also factors in
DPL's planned use of the $105 million per annum Distribution
Modernization Rider (DMR), approved in October 2017 for at least
three years, largely to service the group's debt and to fund growth
of the utility's regulated distribution and transmission rate base.
The positive outlook factors in that DPL will not upstream any cash
flows to its parent company AES during the term of the third
Electric Security Plan (ESP-III) for the 2017-2023 period.

Liquidity

DPL's Ba2 rating and positive outlook anticipates that, following
the exit from merchant power operations, DPL will remain free cash
flow positive (2017: $10 million), particularly as Moody's do not
anticipate that DPL will upstream any cash flows to AES over the
next four years. Moody's further anticipate that DPL will use the
group's operating cash flows, including $105 million of cash
collected since October 2017 under the three-year distribution
modernization rider (may be extended by two years) and tax savings
that result from the group's material net operating losses (NOL's),
to meet the group's capital requirements. These largely consist of
modest investments to grow the utility's rate base (around $25
million p.a.), the group's total interest payments (that Moody's
estimate will approximate $90 million this year) and to fund some
additional deleverage. After the aforementioned $231 million net
reduction in consolidated debt in March and April of 2018, DPL's
next maturities consist of the modest annual scheduled
amortizations under DP&L's $445 million term loan B (1% p.a.) as
well as DPL's notes due in 2019 (outstanding amount at the end of
April 2018: $99 million) and DP&L's notes due in 2020 (outstanding
amount at the end of April 2018: $140 million). To further support
the group's liquidity, DPL and DP&L have two separate committed
bank credit facilities that will expire in July 2020. At the end of
2017, DPL had nearly $189 million available under its $205 million
facility, while DP&L's available amount under its $175 million
facility approximated $164 million. Moody's anticipate that the
companies will remain in compliance with the financial covenants
embedded in their financial documentation.

What Could Change the Rating - Up

An upgrade of the ratings of DPL could be considered if DP&L's
rating is upgraded following a credit supportive outcome of its
ongoing rate case which would allow DPL to record consolidated CFO
pre-W/C to debt in excess of 10% and progressively improve the
group's debt to capitalization in the absence of cash distributions
to AES.

What Could Change the Rating - Down

Given the positive outlooks on DPL and DP&L, there are limited
prospects for a downgrade. However, a stabilization of the outlook
and/or downgrade could be considered following an adverse outcome
of DP&L's ongoing rate case and/or an unexpected material
deterioration of the credit metrics; specifically, if DPL's
consolidated CFO pre-W/C to debt falls below 8% and/or if the
consolidated debt to book capitalization continues to exceed 130%.

The principal methodology used in these ratings was Regulated
Electric and Gas Utilities published in June 2017.

Headquartered in Dayton, Ohio, DPL Inc. (DPL) will become a pure
T&D holding parent company during the 2Q2018, DPL's key subsidiary
is the regulated utility, The Dayton Power and Light Company
(DP&L). AES Ohio Generation LLC (unrated) operates the Stuart and
Killen coal-fired facilities which it plans to retire on or before
June 1, 2018. American Electric Power Company, Inc. operates the
Conesville plant (AES Ohio Generation LLC's interest: 16.5%
equivalent to 128MW installed capacity). AES Ohio Generation LLC
will continue to own the captive insurance company Miami Valley
Insurance Company. DPL is a subsidiary of The AES Corporation (AES:
Ba2 Corporate Family Rating, positive), a globally diversified
power holding company.


DULUTH TRAVEL: Seeks Authorization on Cash Collateral Use
---------------------------------------------------------
Duluth Travel, Inc. seeks authorization from the U.S. Bankruptcy
Court for the Northern District of Georgia to use cash collateral
to meet its ordinary operating expenses and to continue its
business operations.

Gwinnett Community Bank is the Debtor's primary secured creditor.
Pursuant to the Bank's contractual agreements with Debtor, the Bank
appears to have been granted a security interest in all of Debtor's
assets, including all of its accounts receivable, related to a line
of credit and small operating loan. The Debtor had also guaranteed
and pledged all of its assets to secure an indebtedness owed to the
Bank by a related entity, TravelMaster, LLC, which borrowed funds
from the Bank to purchase and build out the commercial office suite
which Debtor rents from TravelMaster and operates out of.

Therefore, the Debtor proposes to make adequate protection payments
to the Bank in the form of continued monthly payments to the Bank
on the line of credit and operating loan. The Debtor also proposes
to continue to pay rent to TravelMaster, to allow TravelMaster to
make its mortgage payment to the Bank, as well as maintain adequate
insurance and pay applicable taxes related to the collateral for
the various loans.

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

               http://bankrupt.com/misc/ganb18-54894-5.pdf

                     About Duluth Travel Inc.

Duluth Travel -- http://duluthtravel.com-- is a full service
travel agency providing corporate, leisure, government and
incentive travel services for more than 24 years. The Company is a
small business based in Atlanta, Georgia with offices throughout
the United States including Hawaii and Alaska. Duluth Travel is
affiliated with Worldspan, SABRE, Deem Work Fource and Concur
Travel. Duluth Travel is a privately held travel company founded in
1993 by Arthur Salus.

Duluth Travel, Inc. filed a Chapter 11 petition (Bankr. N.D. Ga.
Case No. 18-54894), on March 22, 2018. The Petition was signed by
Arthur D. Salus, CEO. The case is assigned to Judge James R. Sacca.
The Debtor tapped Cohen Pollock Merlin & Small, PC as counsel; and
Alan Salus as accountant. At the time of filing, the Debtor had
$500,000 to $1 million in estimated assets and $1 million to $10
million in estimated liabilities.     


DYNEGY INC: 5th Cir. Affirms Dismissal of Shareholder Suit
----------------------------------------------------------
Plaintiff-Appellant in the case captioned J. D. JORDAN,
Plaintiff-Appellant, v. ROBERT C. FLEXTON, President and Chief
Executive Officer; MARION ALONSO, Executive Vice President;
CATHERINE CALLAWAY, Executive Vice President & General Counsel;
JEANNE BURKE, Executive Vice President; CLINT FREELAND, Executive
Vice President and Chief Financial Officer; HENRY JONES, Executive
Vice President, Defendants-Appellees, No. 17-20346 (5th Cir.)
appeals the district court's Rule 12(b)(6) dismissal of his
shareholder lawsuit seeking to recover for Dynegy, Inc.
"short-swing insider trading profits" pursuant to section 16(b) of
the Securities Exchange Act. Jordan contends that the district
court improperly determined that the transactions at issue were
exempt from the disgorgement requirements of section 16(b). The
U.S. Court of Appeals, Fifth Circuit affirms the district court's
dismissal of Jordan's action for failure to state a claim.

Jordan alleged that he is a shareholder of Dynegy and that
Defendants-Appellees were officers of Dynegy at all relevant times.
Jordan further alleged that the defendants made "short-swing
insider trading profits" on a series of dispositions of equity
securities of that company. He asserted that, because these
dispositions occurred less than six months after the defendants
received the equity securities from Dynegy, the profits must be
disgorged to the corporation in accordance with section 16(b).
Jordan argued that the transactions are governed by section 16(b)
and do not qualify for an exemption under Rule 16b-3(e) because the
transactions were neither pre-approved nor automatic, both of which
are required for that exemption to apply.

Jordan sued the defendants in the Southern District of Texas in
November 2016. The defendants filed a motion to dismiss pursuant to
Rule 12(b)(6), asserting that the stock transfers at issue were
exempt from section 16(b) under the express language of Rule
16b-3(e). The defendants argued, in the alternative, that Jordan's
claims should be dismissed because the dispositions at issue were
made pursuant to an equity compensation plan and thus not the type
of transaction restricted by section 16(b). The district court
determined that the transactions were "compensation related" and
"designed to be exempt under Section 16b-3(e)." The court dismissed
Jordan's claims, and he timely appealed.

To qualify as discretionary under Rule 16b-3(e), a transaction must
be "at the volition of a plan participant"; not made as a result of
the participant's death, retirement, or termination; not required
to be available to the participant by the IRS; and result in an
intra-plan transfer of equity securities or cash, "funded by a
volitional disposition of an issuer equity security."

The only allegation in Jordan's complaint regarding whether the
transactions were discretionary is that "none of the dispositions .
. . were 'automatic' as required to achieve an exemption under
16b-3(e) as the approval documents give the choice of payment of
the tax liability to the insider. . . ." Jordan does not, however,
allege any facts to support his conclusion that allowing the
defendants to choose between using cash or securities to fulfill a
tax withholding right means the dispositions were "at the volition
of a plan participant." His bald legal conclusions, therefore,
"will not suffice to prevent a motion to dismiss."

Under Rule 16b-3, a transaction is exempt from section 16(b)'s
disgorgement requirements when an issuer such as Dynegy has
pre-approved a transaction involving equity securities. To qualify
as "pre-approved" under this rule, the terms of the transaction
must be approved in advance by the issuer's shareholders, board of
directors, or a board committee.

Jordan admitted that the equity securities at issue were withheld
pursuant to Dynegy's 2012 Long-Term Incentive Plan. His opening
brief does not otherwise discuss whether the transactions were
pre-approved. In his reply brief, however, he argued that when a
transaction is pre-approved, but allows a director or officer the
discretion to pay tax liability in cash or in equity shares, such
approval does not satisfy the requirements of Rule 16b-3(e) law is
"clear that any issue not raised in an appellant's opening brief is
forfeited." Even under the more lenient standard afforded to pro se
litigants, Jordan has forfeited this issue.
The Fifth Circuit is satisfied that the district court was correct
in dismissing Jordan's claims.

A copy of the 5th Circuit's Decision dated March 12, 2018 is
available at https://is.gd/BFneDi from Leagle.com.

Joseph A. Fischer, III -- jfischer@jw.com -- for
Defendant-Appellee.

Jay Kevin Wieser -- jwieser@jw.com -- for Defendant-Appellee.

                      About Dynegy Inc.

Through its subsidiaries, Houston, Texas-based Dynegy Inc. (NYSE:
DYN) -- http://www.dynegy.com/-- produces and sells electric
energy, capacity and ancillary services in key U.S. markets.  The
power generation portfolio consists of approximately 12,200
megawatts of baseload, intermediate and peaking power plants fueled
by a mix of natural gas, coal and fuel oil.

Dynegy Holdings LLC and four other affiliates of Dynegy Inc. sought
Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Lead Case No.
11-38111) on Nov. 7, 2011, to implement an agreement with a group
of investors holding more than $1.4 billion of senior notes issued
by Dynegy's direct wholly-owned subsidiary, Dynegy Holdings,
regarding a framework for the consensual restructuring of more than
$4.0 billion of obligations owed by DH.  If this restructuring
support agreement is successfully implemented, it will
significantly reduce the amount of debt on the Company's
consolidated balance sheet.  Dynegy Holdings disclosed assets of
$13.77 billion and debt of $6.18 billion.

Dynegy Inc. on July 6, 2012, filed a voluntary petition to
reorganize under Chapter 11 (Bankr. S.D.N.Y. Case No. 12-36728) to
effectuate a merger with Dynegy Holdings, pursuant to Holdings'
Chapter 11 plan.

Dynegy Holdings and its parent, Dynegy Inc., completed their
Chapter 11 reorganization and emerged from bankruptcy Oct. 1, 2012.
Under the terms of the DH/Dynegy Plan, DH merged with and into
Dynegy, with Dynegy, Inc., remaining as the surviving entity.

Dynegy Northeast Generation, Inc., Hudson Power, L.L.C., Dynegy
Danskammer, L.L.C. and Dynegy Roseton, L.L.C., won confirmation of
their plan of liquidation in March 2013, allowing the former
operating units of Dynegy to consummate a settlement agreement
resolving some lease trustee claims and sell their facilities.


EC OFFSHORE: Plan Outline Hearing Set for April 17
--------------------------------------------------
Judge Robert Summerhays of the U.S. Bankruptcy Court for the
Western District of Louisiana will convene a hearing on April 17,
2018 at 10:00 AM to consider the adequacy of EC Offshore
Properties, Inc.'s disclosure statement.

Objections, if any, to the proposed disclosure statement or its
modifications must be in writing and filed with at least seven full
business days before the hearing.

Martin A. Schott, the Chapter 11 trustee of EC Offshore Properties,
Inc., and EC Mako Energy, LLC, submitted the disclosure statement
explaining the Debtor's plan of reorganization.

Under the Plan, Class 5 - Allowed General Unsecured Claims are
impaired and are estimated to receive 10% for claims other than
prepetition lender deficiency claims if the class votes to accept
the Plan or 1.35% if the class votes to reject the Plan.  Class 5
claims are estimated to total $1,128,444 (exclusive of prepetition
lender deficiency claims) or $9,122,444 (inclusive of prepetition
lender deficiency claims).

The Debtor is engaged in the exploration, development and
production of offshore oil and gas properties located in offshore
Gulf of Mexico.  The Debtor owns directly and indirectly through
its wholly owned subsidiary, ORRI LLC, interests in two federal
offshore leases, which are approximately 20 miles off the Louisiana
coast.  On May 11, 2010, the Debtor entered into a credit agreement
with DuPont Pension Trust, et al.  As of the Petition Date, the
outstanding balance owed by the Debtor on the Prepetition Lender
Note was not less than $9,700,000, plus interest and attorneys'
fees.

The Reorganized Debtor will satisfy obligations under the Plan
through a combination of cash on hand, advances under the Exit
Facility and Cash generated from operations.

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

         http://bankrupt.com/misc/lawb15-50085-321.pdf

                       About EC Offshore

Petitioning Creditors Campbell Evans, Open Choke Exploration, LLC,
and OCXO, LLC, which collectively hold more than $140,000 in debt,
filed an involuntary Chapter 11 case against Houston, Texas-based
EC Offshore Properties, Inc., on Jan. 26, 2015 (Bankr. W.D. La.
Case No. 15-50085).  The Petitioners' counsel are Armistead M.
Long, Esq., and Louis M. Phillips, Esq., at Gordon Arata McCollam
Duplantis & Eagan, LLC.  On April 1, 2015, an order for relief
adjudicating the Debtor as a debtor was entered in the Bankruptcy
Case.

Martin A. Schott was appointed Chapter 11 trustee and is
represented by:

     HELLER, DRAPER, PATRICK, HORN
        & MANTHEY, L.L.C.
     650 Poydras Street, Suite 2500
     New Orleans, LA 70130-6103
     Tel: (504) 299-3300
     Fax: (504) 299-3399

Van Ness Feldman LLP serves as special regulatory counsel for the
Chapter 11 trustee.  Gordon, Arata, McCollam, Duplantis & Egan,
LLC, serves as special oil and gas counsel to the Chapter 11
trustee.  Postlethwaite & Netterville, CPA, serves as tax
accountants to the Chapter 11 trustee.


EIF CHANNELVIEW: $305MM Senior Loans Get Moody's B1 Rating
----------------------------------------------------------
Moody's Investors Service has assigned a B1 rating to EIF
Channelview Cogeneration, LLC's (Channelview, Borrower or Project)
$305 million senior secured credit facilities. The facilities
consist of a $275 million gtd senior secured term loan B due 2025
and a $30 million gtd revolving credit facility due 2023. The
rating outlook is stable.

Concurrently, Moody's has affirmed the B1 rating on the currently
outstanding $266 million term loan B due 2020 and the existing $45
million revolving credit facility due 2018. At the same time,
Moody's has revised the current outlook to stable from negative.

Proceeds from the financing will be used to refinance the existing
debt at the Borrower, which is made up of $266 million outstanding
under a senior secured term loan B due in 2020 and a $45 million
senior secured revolving credit facility due 2018 as well as to pay
transaction fees and expenses. The Sponsor will not be taking a
distribution as part of this transaction, and instead will be
refinancing the existing debt and extending its maturity. Once the
new financing closes, Moody's will withdraw the ratings on the
existing debt.

Channelview owns an 856 MW and 1.9 MM lbs/hr of steam, natural-gas
fired, combined-cycle cogeneration facility located in the Houston
zone of ERCOT. The Project is indirectly owned by EIF Channelview,
LLC (Sponsor). The indirect majority owner of the Sponsor is EIF
United States Power Fund IV, a fund managed by Ares EIF Management,
LLC (Ares EIF). The Project has been in commercial operation since
2002, and was built to provide an economic and reliable source of
high and low-pressure steam and power to the adjacent petrochemical
facility, operated by Equistar Chemicals, LP (Equistar), a
subsidiary of LyondellBasell Industries N.V. (Lyondell: Baa1
stable), one of the world's largest independent petrochemical
companies. The Project also serves the Houston zone of the ERCOT
market with baseload power and ancillary services.

RATINGS RATIONALE

The B1 rating and stable outlook reflect Channelview's revenue and
cash flow profile that benefits from partially contracted cash
flows with an investment grade counterparty. Channelview is the
sole provider of steam under a long-term Steam Supply Agreement
(SSA) to a key petrochemical facility owned by Equistar. The SSA
has an initial term through June 2025 with renewal options through
2042. Channelview also currently provides 293 MWs of power to
Equistar under an Energy Supply Agreement (ESA) that expires in
August 2018 under which Channelview receives a capacity payment and
an energy payment. Moody's understand that Channelview is
finalizing an extension of the ESA through August 2029, under
somewhat revised terms. As such, the B1 rating and stable outlook
incorporate Moody's understanding of the terms of the extended ESA,
as the expected payments from the ESA underpin the Project's cash
flows. Moody's notes that Channelview does not generate a
significant amount of energy margin from the Equistar contracts,
but the agreements allow the plant to operate at a lower effective
heat rate, increasing its efficiency and providing a competitive
advantage compared to other combined-cycle generators in the
region. Most of the compensation from the Equistar contracts comes
via the capacity payment under the ESA. For this reason, the ESA's
extension is important to the rating and the outlook.

In addition to the Equistar contracts, Channelview has entered into
a two-year heat rate call option (HRCO) hedging arrangement with
Morgan Stanley Capital Group (NR) that will provide for incremental
fixed capacity payments of about $36 million over the two-year
term. The HRCO features a heat rate in excess of the facility's
average effective heat rate, which should allow Channelview to earn
incremental energy margin on the hedged capacity. Together, the SSA
and ESA contracts and the capacity payment under the HRCO represent
about 41% of the Project's total gross margin over the life of the
debt under the Moody's base case.

The remainder of the cash flow is exposed to potential price
volatility as power and ancillary services are sold into the ERCOT
market on a merchant basis. While this creates the potential for
year-over-year cash flow uncertainty, a rating concern, this risk
is mitigated by the very competitive heat rate historically
demonstrated at the Project. As a combined cycle cogeneration
facility, Channelview's historical adjusted heat rate of around
6,100 Btu/Kwh benefits from the plant being able to generate and
sell steam to its host off-taker. Given that Channelview's heat
rate is well below the ERCOT average for a natural gas plant of
approximately 9,000 Btu/kWh, Moody's believe Channelview is
well-positioned to operate in the merchant market. Channelview's
ability to maintain an adjusted heat rate near its historical
average of 6,100 Btu/Kwh makes the plant a desirable power resource
for Equistar, new potential hedging counterparties, or as a
merchant power resource.

The rating acknowledges the existence of support from the Sponsor
as well as the operational oversight being provided by a subsidiary
of Siemens Aktiengesellschaft (A1 stable) under a long-term
maintenance agreement (LTMA) and WorleyParsons under an operations
and maintenance (O&M) agreement. Since purchasing the asset, Ares
EIF has demonstrated ongoing financial support from the Project
through a number of equity cures in recent years, totaling $11.5
million. Specifically, the existing term loan has a leverage
covenant that steps down over time, which the Project would have
breached in certain periods without the equity cures owing to lower
than expected merchant energy margins over the last few years. The
leverage covenant has been eliminated in the current refinancing
and has been replaced with a DSCR test.

Also incorporated into the rating is the importance of Channelview
to Equistar's operations. The Equistar facility remains a key
holding of Lyondell as it represents the largest of Lyondell's
ethylene facilities and is integrated with Lyondell's sizeable Gulf
Coast refinery and downstream petrochemical operations. Moody's
also understand that Equistar is exploring the possibility of
expanding the size of its plant with additional capacity for
ethylene and polyethylene polymers.

Notwithstanding these positive considerations, the B1 rating also
recognizes Channelview's position as a merchant generator that
derives a significant portion of its gross margin and related cash
flow from the sale of energy at market prices. While there are
signs that ERCOT's reserve margin is tightening, the lack of a
capacity market and the reliance on energy margins for debt
repayment introduces margin and cash flow volatility into the
Project's prospective financial results. Moreover, ERCOT has added
a substantial amount of renewable and natural gas resources in
recent years, which will influence wholesale power prices. That
said, ERCOT's latest capacity and demand report shows reserve
margins tightening over its past reports. Falling reserve margins
should push power prices higher. In addition, ERCOT has recently
received notice of about 4GWs of coal retirements, which should
also benefit natural gas fired generators. Furthermore, electricity
demand is expected to grow over the next few years due to favorable
demographics and industrial load growth around the petrochemical
and shale gas industries in the Gulf Coast region. Channelview
benefits from its position in the transmission-constrained Houston
zone within ERCOT.

Expected Financial Performance

Positive developments for market fundamentals in ERCOT along with
the refinancing should help to support financial metrics. The
Sponsor's base case projections for power and fuel prices have been
developed based on a fundamental analysis of ERCOT performed by PA
Consulting Group, Inc. The resulting forecast assumes modest
increases in power prices for the ERCOT Houston zone over the next
several years as a result of generation retirements and increasing
natural gas prices. The forecast also assumes $25 million per year
on average over the term in gross margin contribution from
Equistar, the vast majority coming from the fixed capacity payment
under the ESA. Under the Sponsor's assumptions, Channelview's
average Moody's debt service coverage ratio (DSCR) and Funds from
Operations (FFO) to debt are projected to be 3.13x and 29.0% in the
first three years, respectively, using management's assumptions.
These metrics score in the Ba to low-Baa range under Moody's rating
methodology for Power Generation Projects (the Methodology). In
this scenario, the entire term loan is repaid via a 75% sweep of
excess cash flow prior to its 2025 maturity date.

By comparison, the Moody's base case assumes no growth in merchant
energy margins and relies more heavily on recent historical
performance. For the Moody's base case, Moody's have assumed the
new Equistar contract is effective in August 2018 and will
contribute a similar amount to gross margin per year as in
management's case. However, Moody's assumed no growth in the
merchant energy margin as well as 10% higher operating costs across
the board. Based on these more conservative assumptions, Moody's
project Channelview's three-year average DSCR to be 2.21x and its
FFO/Debt to be around 20.0%. These metrics are consistent with
scores in the B-Ba range of the Methodology. Based on Moody's
assumptions, Moody's anticipate approximately 51% of the initial
term loan balance would be repaid by its 2025 maturity date.
Moody's also performed additional conservative cases based on power
and natural gas forward curve prices, which also resulted in
metrics scoring in the B-Ba range.

Structural Considerations

The lenders will benefit from traditional project financing
features including a pledge of the assets and the Sponsor's equity
interests in the Project, a trustee administered cash flow
waterfall of accounts, and a six-month debt service reserve that
will be provided in the form of a letter of credit issued under the
$30 million revolving credit facility.

The terms and conditions of the proposed transaction structure
contemplate one financial covenant, which is the maintenance of a
minimum DSCR of 1.30x. Debt will be repaid quarterly via a 1%
scheduled amortization schedule. There will also be a mandatory
annual cash sweep equal to the greater of 75% of excess cash after
scheduled debt service and an amount needed to achieve a target
debt balance at the end of each year.

Rating Outlook

The stable outlook reflects the expectation that the refinancing
will take place, the ESA is extended to 2029 on terms consistent
with Moody's understanding and that market fundamentals for power
sales in the ERCOT market strengthen over time.

What Could Move the Rating Up

The rating is well positioned at the upper end of the B-rating
category. Positive trends that could lead to an upgrade include
financial performance that exceeds Moody's expected case resulting
in stronger than expected cash flow, greater than expected debt
repayment and credit metrics that are consistently well-positioned
in the Ba-rating category.

What Could Move the Rating Down

In light of the anticipated financial performance under the Moody's
base case owing in large part to the extension of the ESA, the
rating has limited prospects for a downgrade in the near-term. The
rating or the outlook could face downward pressure should financial
performance and deleveraging end up being substantially lower than
Moody's expectations on a sustained basis, should plant specific
operating performance weaken from historical levels, or if key
contractual off-takers face severe credit deterioration.

The ratings are predicated upon final documentation in accordance
with Moody's current understanding of the transaction and final
debt sizing, projected cash flow and credit metrics that are
consistent with Moody's current expectations.

The principal methodology used in these ratings was Power
Generation Projects published in May 2017.

EIF Channelview Cogeneration, LLC (Channelview, Borrower or
Project) owns an 856 MW and 1.9 MM lbs/hr of steam, natural-gas
fired, combined-cycle cogeneration facility near Houston, TX. The
Project is indirectly owned by EIF Channelview, LLC (Sponsor). The
indirect majority owner of the Sponsor is EIF United States Power
Fund IV, L.P., a fund managed by Ares EIF Management, LLC.



EIF CHANNELVIEW: S&P Gives Prelim. B+ Ratings to $305MM Sec. Loans
------------------------------------------------------------------
S&P Global Ratings assigned its preliminary 'B+' rating and
preliminary '2' recovery rating to EIF Channelview Cogeneration
LLC's $275 million senior secured term loan B facility and $30
million revolving credit facility. The outlook is positive. The
preliminary '2' recovery rating indicates S&P's expectation for
substantial (70%-90%; rounded estimate: 85%) recovery in the event
of a payment default.

Channelview is an 856-megawatt (MW) and 1.75 million (MM) lbs/hr of
steam combined-cycle gas-fired cogeneration power plant located
adjacent to the LyondellBasel Industries Equistar refinery east of
Houston.

As part of the proposed refinancing, Channelview will extend the
maturity of its term loan B to 2025 under its new capital structure
(from 2020 under the current capital structure). The company is
also planning to replace a leverage-based (debt-to-EBITDA)
financial covenant under the term loan B with a debt service
coverage ratio (DSCR)-based financial covenant (1.3x). Under the
new financing terms, the project will sweep 75% of excess cash
flows on a quarterly basis. However, 100% of the excess cash flows
will be swept if the project's debt balance is more than 15% above
its target balance and its debt-to-adjusted EBITDA is above 2.5x.
In S&P's revised base-case scenario, it forecasts that the project
will have $108 million as of the maturity date and that most cash
sweeps will occur in the third quarter when power prices are at
their highest. In contrast, the project expects to sweep most
quarters, given its contracted revenue, and pay off its debt by the
end of September 2024.

The positive outlook reflects S&P's belief that Channelview's
financial metrics will likely improve given the stronger expected
summer prices in the ERCOT power market, which could help
accelerate the project's deleveraging.


ENSEQUENCE INC: Wants To Secure Up To $1.5M DIP Financing From ESW
------------------------------------------------------------------
Ensequence, Inc., asks the U.S. Bankruptcy Court for the District
of Delaware for authorization to obtain up to $1.5 million in
postpetition financing from ESW Capital, LLC, to fund ordinary
course working capital needs and Chapter 11 administrative expenses
through the effective date of the plan of reorganization and to
continue using cash collateral.

As of the Petition Date, the Debtor's aggregate funded and matured
secured debt obligations were approximately $36.7 million.  This
amount is owed to the Debtor's sole prepetition secured lender
Myrian Capital Fund, LLC (Series C).  On March 6, 2018, the Court
authorized the Debtor to obtain postpetition financing.  An
aggregate principal amount of $50,000, plus interest and fees, is
outstanding under the debtor-in-possession financing provided for
under the Myrian DIP Order.  It is contemplated that the DIP
Financing provided by ESW Capital, LLC, will pay off the Myrian DIP
in its entirety, contemporaneously with which the Myrian DIP will
terminate.

The Debtor determined that it was in the best interest of the
Debtor, its creditors and other parties-in-interest to seek the
Court's approval to designate ESW to serve as the stalking horse
bidder.  The Debtor has also sought court authorization to enter
into a restructuring support agreement detailing the binding terms
and conditions, resulting from good faith, arms' length
negotiations between the Debtor, the Prepetition Lender and ESW, to
support the Debtor's restructuring process.

The restructuring is contemplated to be effectuated through a plan
of reorganization, with ESW as the plan sponsor.  The RSA also
contemplates funding up to $1.5 million of post-petition financing
by ESW or an affiliate, in its capacity as a post-petition lender,
to cover the operating and administrative expenses associated with
preserving the Debtor's operations and running a Chapter 11 process
through a plan effective date.  The Plan will provide substantial
value to the Debtor and its estate.  Under the terms contemplated
by the RSA, the Prepetition Lender has agreed to forego material
consideration for the benefit of the Debtor's creditors.  Among
other things, the Prepetition Lender has agreed to forego $200,000
from the plan consideration, which amount will be disbursed to
junior creditors.

The Debtor assures the Court that the DIP Facility represents the
best source of financing available to the Debtor under the
circumstances, and was negotiated at arm's length with both the
Prepetition Lender and the DIP Lender, resulting in terms that the
Debtor submits are reasonable and appropriate to meet the Debtor's
financing needs during the Chapter 11 case.  Except with respect to
the funding provided by the Prepetition Lender under the Myrian
DIP, the Debtor has not been able to obtain an alternative
financing commitment on terms better than those proposed by the DIP
Lender.  While the DIP Facility contemplates a priming of the
Prepetition Lender's security interests (but not the security
interest created pursuant to the Myrian DIP), the Prepetition
Lender has consented to the priming in the context of the global
resolution of this Chapter 11 case, as reflected in the RSA.  If
the Debtor were to obtain an alternative source of financing other
than the DIP Facility, ESW would be entitled to terminate the RSA
to the detriment of estate stakeholders.  

Specifically, the DIP Facility provides for:

     a. a multiple draw term loan credit facility of up to a
        maximum of $1.5 million, secured by a first priority lien
        on any and all pre- and post-petition property of the
        Debtor and/or its estate, whether existing on the Petition

        Date or thereafter acquired, except certain limited
        excluded assets; and

     b. borrowings and disbursements to be made pursuant to the
        terms of the budget, provided, however, that under no
        circumstance will the borrowings and disbursements be for
        an amount in excess of the Stated Principal Amount;
        provided, further, and notwithstanding anything to the
        contrary, the Debtor must obtain consent of the
        Prepetition Lender in its reasonable discretion regarding
        any modification of the budget regarding the Prepetition
        Lender's professional fees.

Except with respect to the payment of the carve-out, the DIP
Lender's agreement to provide the DIP Financing in accordance with
the DIP documents and the Debtor's authorization to use Cash
Collateral shall immediately and automatically terminate, upon the
earliest to occur of any of the following: (i) July 16, 2018; (ii)
the date of final indefeasible payment and satisfaction in full in
cash of the DIP Obligations; (iii) except with respect to the
Myrian DIP, the entry of an order by the Court granting a motion by
the Debtor to obtain additional financing from a party other than
DIP Lender under Section 363 or 364 of the U.S. Bankruptcy Code
unless the proceeds from the financing are used to immediately
repay in cash the DIP Obligations or unless the financing is
subordinate to the DIP Obligations and Prepetition Lender
Obligations and consented to in writing by the DIP Lender; (iv) the
dismissal of the Chapter 11 case or the conversion of the Chapter
11 case into a case under Chapter 7 of the Code; (v) the DIP Order
is stayed, reversed, vacated, amended or otherwise modified in any
respect without the prior written consent of the DIP Lender; (vi)
the Effective Date of the Plan; or (vii) upon five business days'
written notice of any Event of Default.

Unless otherwise agreed to by the DIP Lender, the Debtor will use
the proceeds of the DIP Facility solely to repay the Myrian DIP in
full and for operating working capital purposes and Chapter 11
administrative costs in the amounts and otherwise in accordance
with and for the purposes provided for in the approved budget.
None of the carve-out, proceeds from the DIP Financing or Cash
Collateral may be used (a) to investigate or challenge in any
respect the validity, perfection, priority, extent or
enforceability of the Prepetition Lender Obligations or any liens
or security interests with respect thereto or any other rights or
interests of the Prepetition Lender, the Myrian DIP or any liens or
security interests with respect thereto or any other rights or
interests of Myrian as the lender under the Myrian DIP, DIP Liens,
Prepetition Liens or Adequate Protection Liens, (b) to delay,
challenge or impede any rights of the DIP Lender under any of the
DIP Documents, or the DIP Order or the Prepetition Lender under the
Prepetition Loan Documents, or (c) to pursue any claims or causes
of action of any kind against the DIP Lender or the Prepetition
Lender.

The Debtor will be permitted to pay compensation and reimbursement
of reasonable fees and expenses of the Estate Professionals allowed
and payable under Sections 328, 330 or 331 of the Code, as the same
may be due and payable, that constitute pre-Termination Date
expenses and the payments will not reduce or be deemed to reduce
the post-Termination Date fees and expenses.  ESW and the
Prepetition Lender will be entitled to payment of their attorney's
fees during the Chapter 11 Case pursuant to the approved budget.
The Debtor's, the Prepetition Lender's, the Myrian DIP lender's and
ESW's professionals have agreed to waive their respective
administrative expense claims against the Debtor's estate to the
extent the claims exceed the amount budgeted in the budget.
Nothing will restrict the ability of any other party to investigate
or object to a disclosure statement or a plan of reorganization.
The carve-out, proceeds from the DIP Financing and Cash Collateral
may be used to pay approved fees and expenses of Estate
Professionals employed by the Committee, if any, in connection
therewith.

It is estimated that the Prepetition Lender had an interest in
approximately 100% of pre-petition cash collateral of the Debtor as
of the Petition Date.  There are no fees to be paid for the DIP
Facility.  The loan will have an interest rate of 4% per annum,
provided the DIP Facility is not in default; 12% per annum upon
default.

The obligation of the DIP Lender to make advances is subject to
customary borrowing conditions and certain plan milestones,
including: (a) conditional or final approval of the Disclosure
Statement by May 18, 2018, and (b) confirming the Plan by July 12,
2018.

The DIP Lender will have a valid, binding, continuing, enforceable,
fully perfected first priority senior security interest in and lien
upon all pre- and post-petition property of the Debtor or its
estate.  All of the DIP Obligations will constitute allowed senior
administrative expense claims against the Debtor.  

The Prepetition Lender is granted a continuing valid, binding,
enforceable and perfected, lien and security interest in and on all
of the DIP Collateral and any proceeds thereof, in each case to
secure the Prepetition Lender Obligations against, without
duplication, the aggregate diminution, if any, subsequent to the
Petition Date, in the value of the Prepetition Lender Collateral,
but only to the extent of any decrease in the value of the
Prepetition Lender Collateral, and to the extent authorized by the
Code.  The Prepetition Lender Adequate Protection Liens are subject
and subordinate to (A) the carve-out, and (B) the DIP Obligations,
DIP Liens and DIP Superpriority Claims.

The DIP Lender's claim on account of the DIP Obligations will be
allowed in full under the Plan.  The DIP Lender will have the
option, on account of being the holder of the DIP Lender Claim, to
exchange a total of up to 100% in satisfaction of the amount of its
allowed claim for up to a total of 60% of the shares of the issued
equity of the reorganized debtor, at a rate of 1% of its Allowed
DIP Lender Claim for .6% of the equity of the reorganized debtor.
Further, the DIP Lender, on account of being the holder of the
allowed DIP Lender Claim, will receive, payment in cash of the
remaining amount of the allowed DIP Lender Claim after the DIP
Lender has exercised the subscription option to receive its share
of the equity of the reorganized debtor; provided that the plan
sponsor and the DIP Lender, to the extent they are both the same
entity, may agree to satisfy the allowed DIP Lender Claim without
having to fund actual Cash from the Plan Sponsor to the DIP Lender.
The DIP Lender Claim will be repaid by a combination of the
Subscription Option, the funding of additional consideration by
Plan Sponsor or cancellation of the amounts advanced under the DIP.
Draws against the DIP Facility cannot be prepaid in any amount.

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

          http://bankrupt.com/misc/deb18-10182-143.pdf

                        About Ensequence

Ensequence, Inc., is a privately owned Delaware corporation engaged
in the business of making advertisements on television more
interactive and measurable.  The Company was formed in 2001 as a
provider of tools for building interactive television applications
for television networks, advertisers and distributors of network
television.  During the period from 2013 to the present, the
Company expanded its focus to include manufacturers of "smart
televisions."  Throughout its history, the Company has partnered
with national cable networks (e.g., MTV, NBC, ESPN, CNN, HBO,
etc.), traditional distributors (e.g., Comcast, Time Warner Cable,
DIRECTV, etc.), and television manufacturers (e.g., Samsung, LG,
Sony, etc.).  One year ago, the Company had approximately 50
employees, but as of the Petition Date, the Debtor has five
full-time employees executing its strategic plan.

Ensequence, Inc., filed a Chapter 11 petition (Bankr. D. Del. Case
No. 18-10182) on Jan. 30, 2018.  In the petition signed by CRO
Michael Wyse, the Debtor estimated $1 million to $10 million in
assets and $10 million to $50 million in liabilities.

The case is assigned to Judge Kevin Gross.

The Debtor tapped Christopher A. Ward, Esq. of Polsinelli PC as its
bankruptcy counsel; Outside General Counsel Services, P.C., as its
general corporate counsel; Wyse Advisors LLC as its restructuring
advisor; and Rust Consulting/Omni Bankruptcy as its notice, claims,
balloting agent  and administrative advisor.

The prepetition lender is represented by McDermott Will & Emery.


EV ENERGY: Moody's Lowers PDR to D-PD After Chapter 11 Filing
-------------------------------------------------------------
Moody's Investors Service downgrades EV Energy Partners, L.P.'s
(EVEP) Probability of Default Rating (PDR) to D-PD from Ca-PD,
following the company's recent announcement that it and certain of
its affiliates filed voluntary petitions for restructuring under
Chapter 11 of the Bankruptcy Code in the Bankruptcy Court for the
District of Delaware.

Concurrently, Moody's also affirmed EVEP's Corporate Family Rating
(CFR) at Caa3 and the company's senior unsecured rating at Ca. The
outlook was changed to stable from negative.

RATINGS RATIONALE

The downgrade of EV Energy Partners, L.P.'s PDR to D-PD is a result
of the bankruptcy filing. The Caa3 CFR and Ca unsecured debt rating
reflect Moody's view on potential recovery levels as the company
pursues a comprehensive restructuring of its balance sheet.

Shortly following this rating action, Moody's will withdraw all
ratings for the company consistent with Moody's practice for
companies operating under the purview of the bankruptcy courts
wherein information flow typically becomes much more limited.

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

EV Energy Partners, L.P. (EVEP) is an oil and gas exploration and
production (E&P) company headquartered in Houston, Texas.


FALLBROOK TECHNOLOGIES: Unsecureds to Get 13% of New Common Stock
-----------------------------------------------------------------
Fallbrook Technologies Inc. and its debtor-affiliates filed with
the U.S. Bankruptcy Court for the District of Delaware a disclosure
statement for their joint plan of reorganization dated March 20,
2018.

The Plan is the product of extensive negotiations among the Debtors
and certain of their major creditor constituencies. Effective as of
Feb. 25, 2018, the Debtors entered into the Restructuring Support
Agreement with the Plan Support Parties. The Plan Support Parties
include certain Holders of the Existing Notes (the "Kayne
Supporting Creditors") and certain other Holders of Claims against
and Equity Interests in the Debtors. Pursuant to the Restructuring
Support Agreement, the Plan Support Parties agreed to support a
financial restructuring of the Debtors’ outstanding indebtedness,
obligations, and capital structure on the terms set forth in the
Plan.

After careful consideration of the Debtors' business and assets,
and their prospects for reorganization, as well as the alternatives
to reorganization, the Debtors determined that creditors'
recoveries will be maximized through the treatment established
under the Plan. The Debtors further determined that it is not
possible to afford any recovery to Holders of Equity Interests on
account of the Equity Interests (apart from the pre-existing direct
and indirect intercompany ownership interests, which are preserved
under the Plan), whether under the reorganization proposed in the
Plan or in any liquidation alternative.

Class 4 under the plan consists of the general unsecured claims.
Provided Class 4 votes to accept the Plan, on the Initial
Distribution Date if the General Unsecured Claim is Allowed as of
the Effective Date, or the first Quarterly Distribution Date after
the date such General Unsecured Claim becomes an Allowed Claim,
each Holder of an Allowed General Unsecured Claim that votes to
accept the Plan will receive its Pro Rata share of 13% of the New
Common Stock. If Class 4 does not vote to accept the Plan, no
Distributions will be made on account of Claims in Class 4 and the
New Common Stock otherwise allocable to Class 4 will be
re-distributed to the Holders of Senior Secured Claims who will
receive their Pro Rata share of such Re-Distributed New Common
Stock.

On its Ballot, each Holder of a General Unsecured Claim greater
than $5,000 but less than or equal to $20,000 will be permitted to
make a Convenience Class Election and reduce its Allowed Claim to
$5,000. If the Convenience Class Election is made, then such Holder
will receive, in lieu of the Distribution provided to Holders of
Claims in Class 4, Distribution as if the Allowed Claim is a Class
5 Convenience Class Claim.

All Cash required for the payments to be made hereunder will be
obtained from the Debtors' and the Reorganized Debtors’
operations and Cash balances and, if necessary, proceeds of the New
First Lien Facility.

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

     http://bankrupt.com/misc/deb18-10384-101.pdf

                  About Fallbrook Technologies

Fallbrook Technologies -- http://www.fallbrooktech.com/-- is the
inventor of the revolutionary NuVinci [(R)] continuously variable
planetary (CVP) technology, which enables performance and
efficiency improvements for machines that use an engine, pump,
motor, or geared transmission system -- including urban mobility
vehicles, cars and trucks, industrial equipment, and many other
applications.  Fallbrook has a unique collective development model
and community through which NuVinci technology licensees share
enhancements, which adds to the value of the technology and
accelerates product development.  This approach enables
forward-looking companies, who wish to create visionary new
products with NuVinci technology, to move quickly from concept to
market commercialization.  Fallbrook is based in Cedar Park near
Austin, Texas, USA and holds rights to over 800 patents and patent
applications worldwide.

Fallbrook Technologies filed a Chapter 11 petition (Bankr. D. Del.
Case No. 18-10384) together with its affiliates Fallbrook
Technologies International Co. (Bankr. D. Del. Case No. 18-10385);
Hodyon, Inc. (Bankr. D. Del. Case No. 18-10386) and Hodyon Finance,
Inc. (Bankr. D. Del. Case no. 18-10387) on Feb. 26, 2018.

In the petitions signed by CRO Roy Messing, lead debtor Fallbrook
Technologies indicated $50 million to $100 million in total assets
and $100 million to $500 million in total liabilities.

The cases are assigned to the Judge Mary F. Walrath.

Jordan A. Wishnew, Esq. at SHEARMAN & STERLING LLP is the Debtors'
general counsel; and Betsy L. Feldman, Esq. at YOUNG CONAWAY
STARGATT & TAYLOR, LLP, is the local counsel.


FAYYAZ KARIM: Bayview Check Lien Avoidable as Preference, Ct. Rules
-------------------------------------------------------------------
Debtors Fayyaz Karim and Lisa Karim seek to avoid as a preference
the citation lien asserted by Bayview Loan Servicing, LLC on a
check which is the proceeds of the sale of the Karims' home. The
parties have filed cross-motions for summary judgment in the
adversary proceeding captioned Fayyaz Karim and Lisa Karim,
Plaintiffs, v. Bayview Loan Servicing, LLC, Defendant, Adversary
No. 17 A 00380 (Bankr. N.D. Ill.) as to the avoidability of the
asserted citation lien and the ultimate transfer of the Check to
Bayview.

Bankruptcy Judge Deborah L. Thorne granted the Karims' motion for
summary judgment and denied Bayview's motion.

Two legal questions require answers. First, whether the Karims,
under the uncontested facts, met their burden in showing that there
was an avoidable preferential transfer made when Bayview acquired a
lien in or on the Check. Second, whether Bayview is entitled to the
additional declaration that it seeks: whether the transfer of
possession of the Check from the Karims to it was not preferential.
The answer to the first question is yes; the answer to the second
is no.

The Court holds that the lien on the Check created by the service
of the citation did not take effect prior to the time the Karims
received the Check. Both Bankruptcy Code sections 101(54) and
547(e)1 support this finding, and because the Karims acquired the
Check within the 90 days prior to filing their bankruptcy petition,
both the lien on the Check and the subsequent transfer of the Check
itself are preferences and avoidable. This is true despite the
arguments asserted by Bayview that the lien attached to the Check
prior to its existence at the time the citation was served on the
Karims.

The bankruptcy case is in re: Fayyaz Karim and Lisa Karim, Chapter
11, Debtors, Case No. 17-06548 (Bankr. N.D. Ill.).

A full-text copy of Judge Thorne's Memorandum Opinion dated March
9, 2018 is available at https://is.gd/LrE4Ho from Leagle.com.

Fayyaz Karim & Lisa A. Karim, Debtors, represented by David P.
Lloyd, David P. Lloyd, Ltd.

Fayyaz Karim & Lisa A. Karim filed for chapter 11 bankruptcy
protection (Bankr. N.D. Ill. Case No. 17-06548) on March 3, 2017.


FIRST QUANTUM: Moody's Affirms B3 CFR & Alters Outlook to Negative
------------------------------------------------------------------
Moody's Investors Service has affirmed the B3 corporate family
rating (CFR), the B3-PD probability of default rating (PDR) and the
B3 senior unsecured rating of First Quantum Minerals Ltd (FQM).
Concurrently, Moody's has changed the outlook to negative from
stable.

"While Moody's have recently recognized improved fundamentals of
the global copper market and Moody's expectation of materially
rising EBITDA generation in 2018, the change of the outlook to
negative reflects the risk associated with the assessment of the
Zambia Revenue Authority (ZRA) for import duties, penalties and
interest on consumables and spare parts of 76.5 billion Zambian
kwacha equivalent to around USD7.9 billion", says Sven Reinke,
Senior Vice President and
Moody's lead analyst for FQM".

RATINGS RATIONALE

FQM has confirmed that it has received a letter from ZRA noting an
assessment for a liability of 76.5 billion Zambian kwacha
equivalent to USD7.9 billion. Moody's understands that the vast
majority of the liability is related to penalties (equivalent to
USD2.1 billion) and interest (equivalent to USD5.7 billion) rather
than an actual potential import duty of around USD150 million on
USD540 million of goods imported by FQM between January 2012 and
December 2017. FQM has stated that on some of the around 23,000
separate items in question there might have been an incorrect level
of import duties applied, higher and lower than required. The
company unequivocally refutes the assessment by the ZRA and
questions the basis of the calculation.

The negative outlook signals that the company could be downgraded
should a potential settlement have a material impact on FQM's
financial profile and liquidity position. The uncertainty of a
potential settlement and the timing of such comes at a difficult
time for FQM as the company has currently elevated leverage and
high capital expenditure cash outflow both mainly related to the
Cobre copper greenfield project in Panama. Accordingly, FQM has in
Moody's view currently only limited financial capacity for a large
settlement payment.

FQM's B3 corporate family rating also reflects the company's solid
fundamental position as a medium-sized, high-growth copper producer
operating two large scale, high-quality, low-cost mines in Zambia,
and several smaller mines in other jurisdictions. The company
increased its copper production to 574 kt in 2017 compared to 539
kt in 2016. However, adjusted EBITDA improved only by 18% in 2017
to $1.1 billion despite copper prices having rallied by around 30%
over the course of
2017 as EBITDA generation was affected by $568 million of hedging
losses. For 2018 Moody's expects FQM to increase EBITDA by around
40% to $1.6 billion, taking into account the company's existing
hedging arrangements at significantly higher prices than in 2017
and Moody's copper price assumption of $2.75/lb for 2017, compared
to current copper spot price of $3.10/lb.

In 2018, FQM continues to invest heavily into its Cobre greenfield
copper project in Panama that it expects to bring on stream in
2019. The company has recently raised the project cost guidance to
$6.3 billion from $5.7 billion previously and also increased its
exposure to the project as it raised its ownership of the asset to
90% from 80%. FQM acquired LS-Nikko Copper Inc's 10% stake in Cobre
for $664 million of which $485 million will be paid in five
installments over a
four-year period starting in 2018. FQM stated that a further $1.56
billion need to be invested to complete the Cobre project. The
large investment plan will keep FQM's capex high in 2018 and
Moody's expects the company to generate negative free cash flow of
around $0.8 billion in 2018. However, once the Cobre project comes
online and capex declines materially, free cash flow should turn
strongly positive enabling FQM to deleverage rapidly in the absence
of any new substantial projects.

FQM recently issued $1.85 billion of senior unsecured notes to
repay some of its existing debt and to fund the large investment
program. While the funding transaction has improved the company's
liquidity position and debt maturity profile, Moody's expect that
FQM's adjusted leverage remains high this year. However, Moody's
forecast for EBITDA growth of around 40% this year (based on
Moody's copper price assumption of $2.75/lb) offsets the rising
adjusted debt level and should result in adjusted debt/EBITDA
falling from 7.7x at the end of 2017 to 6.1x in 2018 and further to
around 5.1x in 2019.

During the expansion phase in Panama, FQM's credit profile, remains
constrained by the high metal, operational and country
concentration, with about three quarters of 2018 EBITDA expected to
be generated by two large copper mines in Zambia.

RATIONALE FOR THE NEGATIVE OUTLOOK

The negative outlook reflects the uncertainty of the magnitude of a
potential settlement outcome with the ZRA and the timing of such in
the light of limited financial resources to manage any material
settlement. However, the outlook would likely be stabilized should
FQM be able to settle the tax dispute without any material payment
to the ZRA. Under such a scenario, the stabilization of the outlook
would be justified by FQM's improved liquidity position and the
better
profitability trajectory taking into account the stronger copper
market fundamentals. A stable outlook would also require Moody's
continued expectation that FQM's financial profile will strengthen,
with adjusted leverage falling below 6x in 2019 and that the
company will sustain a solid liquidity position.

LIQUIDITY POSITION

FQM has significantly improved its liquidity position with recent
issuance of notes at a total amount of $1.85 billion. The new notes
repaid a $700m term loan and the balance was used to fully pay down
the utilization under the $1.5 billion RCF, which matures in
December 2020. In the absence of any material tax settlement with
the ZRA, the RCF together with the balance of unrestricted cash and
cash equivalents of $702 million at the end of 2017 will enable FQM
to fully fund the Cobre project taking into account the latest
capex guidance. In addition, FQM has now only very limited debt
maturities of less than $100 million in 2018 and 2019 which removes
any debt refinancing needs until the end of 2020.

WHAT COULD CHANGE THE RATING -- UP/DOWN

A stronger financial and operational profile, reflected in
sustained positive FCF generation and reduced leverage, with
adjusted debt/EBITDA below 4.5x, as well as strong execution and
substantial de-risking of Cobre Panama project would support the
upgrade of the CFR. A greater share of cash flow from projects
outside of Zambia would be a requisite for an upgrade as well. The
upgrade of the ratings will require FQM to sustain strong liquidity
position.

Failure to timely reduce deleverage as a result of significant
delays or cost overruns on the Cobre Panama project or a material
financial settlement with the ZRA, with adjusted debt/EBITDA
remaining above 6.0x, as well as weaker liquidity position would
put negative pressure on B3 CFR.

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Global Mining
Industry published in August 2014.

First Quantum Minerals Ltd (FQM), headquartered in Canada and
listed on the Toronto Stock Exchange, is a medium size mining
company with a large operation in Zambia (B3 stable), which
represents the large part of the company's earnings. In Zambia, FQM
manages Kansanshi, a large and low-cost copper and gold deposit, as
well as Sentinel a new low cost mine. FQM also operates a number of
smaller mines in different countries. FQM has a 90% interest in
Cobre Panama, one of the world's largest copper deposits, in Panama
(Baa2 positive). In 2017, FQM generated revenues of around $3.3
billion ($2.7 billion in 2016) and Moody's adjusted EBITDA of
around $1.1 billion ($0.9 billion in 2016).


FIRST QUANTUM: S&P Affirms 'B' Issuer Credit Rating, Outlook Stable
-------------------------------------------------------------------
S&P Global Ratings affirmed its 'B' long-term issuer credit rating
on Canada-based copper miner First Quantum Minerals Ltd. (FQM). The
outlook is stable. S&P also affirmed its 'B' issue rating on the
company's senior unsecured debt.

S&P said, "Based on the information provided by the company, FQM's
successful track record of operations in Zambia, and the amount of
the company's imports and of the original import duty in question
($150 million), we do not expect the outcome of the assessment by
the Zambian Revenue Authority (ZRA) to result in FQM making a
payment of the magnitude requested. Equally, we don't anticipate
any disruptions to FQM's operations in Zambia, which were
responsible for over 70% of its EBITDA in 2017. Our base case does
not currently include any potential cash outflow related to the
ZRA's ongoing assessment. We note that the company's existing
sources of liquidity should enable it to absorb the financial
implications of paying several hundred million dollars. We
understand that the dispute with the ZRA may take six months or
more to reach a resolution.

"Although outside of our base-case scenario at this point, we will
likely take a negative rating action if a fine of more than several
hundred million dollars materializes, or if the situation starts to
have an impact on company's operations in Zambia, for example if
exports of copper or imports of consumables and spare parts are
disrupted."

On March 20, 2018, FQM confirmed that it had received a letter from
the ZRA indicating that FQM underpaid import customs duties for
equipment and consumables of $540 million that FQM imported for the
construction of the Sentinel project over 2012-2017. S&P
understands that the import customs duties in Zambia vary between
0% and 25%, based on the specific component. ZRA is demanding 76.5
billion Zambian kwacha (about US$8 billion), consisting of the
ZRA's assessment of under-paid amounts ($150 million), penalties
($2.1 billion), and interest ($5.7 billion). The company said that
it "unequivocally refutes this assessment which does not appear to
have any discernible basis of calculation and will continue working
with the ZRA, as it normally does, to resolve the issue." FQM's
management team believes that documentation for the imports in
question are in order and that at the time of reporting, the duties
applied were government-approved.

Recently, the company resolved an industrial action in its flagship
copper project in Panama, Cobre Panama, resulting in only minor
setbacks. S&P views the completion of the project in 2019, and the
associated cash flow generation, as a key for the existing rating,
and the company's ability to deleverage over time and offsetting
some of the exposure to Zambia.

S&P said, "Our assessment of FQM's business risk profile as fair
already incorporates the risk of operating in Zambia, where
royalty, tax, and electricity costs are subject to considerable
uncertainty. We also take into account risks related to company's
ongoing large expansion project. This is partly offset by the
company's low cost position, high operating margins, and
management's track record of increasing production through
greenfield and brownfield projects. We also expect concentration on
Zambia, which is currently responsible for over 70% of EBITDA, to
reduce from 2019, when the Cobre Panama mine is expected to be
commissioned."

The rating is further constrained by high leverage; the S&P Global
Ratings-adjusted debt to EBITDA was 6.0x in 2017 and its heavy
capital expenditure (capex) on expansion has left it with deeply
negative free operating cash flow (FOCF). S&P said, "That said, we
expect FQM's credit metrics to improve in 2018 and 2019, mainly due
to higher volumes, supportive copper prices, and progress on FQM's
planned landmark Cobre Panama greenfield project. We also
anticipate that the company may look to take on more greenfield
projects in the future."

S&P said, "The stable outlook reflects an expected improvement in
credit metrics in 2018 and 2019, mainly due to higher volumes,
including commercial production at Cobre Panama expected in 2019,
and supportive copper prices.

"We expect the company to sustainably maintain an S&P Global
Ratings-adjusted gross debt-to-EBITDA ratio of below 5x from 2018
onward for our current 'B' rating. In our base case, we forecast a
leverage ratio of 4x-5x in 2018 and 3.0x-3.5x in 2019.

"We currently don't expect FQM to make material payments in
relation to the ZRA's $8 billion demand.

"We could downgrade FQM if the company faces operational issues or
there are delays or cost overruns in the commissioning of Cobre
Panama, which would affect the company's liquidity or lead to a
substantial increase in leverage to above 5.0x."

A materially lower copper price could also weigh on the ratings,
although this risk is mitigated by the company's hedging of about
46% of the 2018 production at $2.80/pound, on average. The rating
does not factor in any dividends or material mergers or
acquisitions that would lead to a substantial increase in leverage.
It also does not factor in any adverse country risk developments in
Zambia, where the company generates over 70% of earnings.

S&P said, "We could also lower the rating if a fine related to the
ongoing ZRA assessment of more than several hundred million dollars
materializes, or if the situation starts to have an impact on the
company's operations in Zambia, for example if exports of copper or
imports of consumables and spare parts are disrupted.

"We could consider upgrading FQM to 'B+' once the Cobre Panama
facility is fully operational, provided that the company achieves
the deleveraging path we expect in our base case and maintains
leverage of 3x-4x sustainably over the cycle." An upgrade would
likely also require a continued good operating performance,
positive discretionary cash flow generation, and sufficiently
strong liquidity to withstand a sovereign default, including
potential exchange controls in Zambia.

Any positive rating action would need better visibility regarding
the ZRA's demand.


FIRSTENERGY CORP: S&P Affirms BB+ Unsecured Debt Rating Amid Ch. 11
-------------------------------------------------------------------
Akron, Ohio-based FirstEnergy Solutions Corp. (FES), its
subsidiaries, and FirstEnergy Nuclear Operating Co. voluntarily
filed under Chapter 11 of the U.S. Bankruptcy Code.

S&P Global Ratings affirmed its 'BBB-' issuer credit rating on
FirstEnergy Corp. (FE), the 'BB+' rating on its unsecured debt, and
the 'BB' rating on its convertible preferred stock. The rating
outlook is stable.

S&P said, "Our affirmation of our ratings on FE reflect the
company's improved business risk profile offset by its weakening
financial risk profile.

"The stable outlook on FE reflects our view that the company has
adequate cushion at its current rating level despite our
expectations that the FES bankruptcy filing will be lengthy,
complex, and costly, absorbing much of management's time and
attention as well as company resources. We expect that the
company's financial measures will consistently reflect FFO to debt
of 11%-13%.

"Although we consider a downgrade unlikely, we could lower the
rating by one notch over the next 24 months if FE's consolidated
FFO to debt is consistently below 9%. This could occur if the DMR
is not extended, the company reaches an agreement with the FES
creditors and finances it with debt, and the company's ability to
effectively manage regulatory risk weakens.

"We could raise the rating within the next 18 months if FE reaches
an agreement with the FES creditors or the company demonstrates
that it is far along a clear path toward reaching an agreement with
the FES creditors, while maintaining FFO to debt consistently
greater than 10%. Alternatively, we could also raise FE's rating if
FFO to debt is consistently greater than 13% even if an agreement
is not reached with the FES creditors."


FIRSTENERGY SOLUTIONS: Fitch Cuts IDR to D After Bankruptcy Filing
------------------------------------------------------------------
Fitch Ratings has downgraded the Long-Term Issuer Default Ratings
(IDR) of FirstEnergy Solutions (FES) and its operating
subsidiaries, FirstEnergy Generation, LLC (FG) and FirstEnergy
Nuclear Generation, LLC (NG), to 'D' from 'CC' following the
merchant generator's filing for protection under Chapter 11 of the
U.S. Bankruptcy Code on March 31, 2018. The bankruptcy filing does
not include FirstEnergy Corporation (FE: BBB-/Stable), its
operating utility subsidiaries or Allegheny Energy Supply (Supply:
B/Stable).  

KEY RATING DRIVERS

FES Files for Bankruptcy Protection: On March 31, 2018, FES along
with operating subsidiaries FG and NG filed for protection under
Chapter 11 of the U.S. Bankruptcy Code. The filing by FES does not
include its corporate parent, FirstEnergy Corporation (FE:
BBB-/Stable), or FE's regulated utility or transmission
subsidiaries, nor does it include Allegheny Energy Supply (Supply:
B/Stable) or Allegheny Generating Company (AGC: B+/Stable).

FES Parent Withdraws Support: In November 2016, FES's corporate
parent, FE, announced that it would exit the competitive energy
supply business via asset sales, plant deactivation or
restructuring in bankruptcy, while seeking to maximize the value of
its assets, to focus on its regulated utility and transmission
lines. Legislative and regulatory efforts to implement price
support for FES's coal and nuclear generating facilities at the
state and federal level have gained little traction.

FES Board Expanded: In the fourth quarter 2016, FE announced
several initiatives to facilitate separation of FES from FE,
including the departures of Charles Jones (FE's president and CEO)
and James Pearson (FE's EVP and CFO) from FES's board of directors.
The FES board was also expanded to five members. In addition, FE
announced the termination of FES's $1 billion revolving credit
facility. FE simultaneously entered into a secured credit agreement
in which FE provided revolving loans to FES of up to $500 million
and an additional $200 million surety guarantee related to Little
Blue Run, both of which have been drawn by FES.

FERC Rejects DOE NOPR: In 2017, the Federal Energy Regulatory
Commission (FERC) rejected the Department of Energy's (DOE) notice
of proposed rulemaking (NOPR) requesting that FERC impose cost of
service regulations to compensate certain fossil and nuclear
generating facilities for their reliability and grid resiliency
attributes. Meanwhile efforts to garner legislative support to
compensate nuclear facilities operating in those states for their
non-emitting environmental attributes have failed to gain traction
in Ohio or Pennsylvania.

Seeking Legislative / Regulatory Relief: FES plans to continue to
pursue legislative and regulatory avenues to maximize the value of
its coal and nuclear generating assets during its restructuring in
bankruptcy. FES filed a request with the DOE to issue an emergency
order requiring the PJM Interconnection, L.L.C.'s (PJM) to provide
compensation for certain nuclear and coal plants. In March 2018,
FES filed with PJM to deactivate three nuclear plants with total
generating capacity approximately four-gigawatt within three
years.

Power Prices: FES's deteriorating credit profile reflects the
prolonged downturn in U.S. power prices driven by burgeoning
natural gas supply, strong reserve margins, proliferation of
renewable energy and sluggish demand. A meaningful reversal in
power prices seems unlikely in light of these factors and Fitch
Ratings expects low power prices will continue to constrain FES's
margins and cash flow. Weak energy and PJM base residual auction
capacity prices are expected to pressure post-2018 results.

Recovery Analysis: The individual security ratings at FES are
notched above or below their respective IDRs as a result of the
power company's relative recovery prospects in default. Fitch
values the power generation assets for each entity using a net
present value (NPV) analysis. Generation asset NPVs in Fitch's
analysis vary based on future gas price assumptions and other
variables, such as the discount rate and heat rate and Fitch may
further adjust these estimates to reflect prevailing market
conditions.

In its analysis, Fitch uses plant valuations provided by
third-party power market consultant, Wood Mackenzie, as well as
Fitch's own gas price deck and other assumptions regarding
prevailing market conditions. Fitch's NPV analysis values FES's
generating assets at approximately $190 per kilowatt (kW). Among
other things, Fitch's analysis assumes Henry Hub natural gas price
realizations of $2.75 per billion cubic feet (Bcf) in 2018 and
$3.00 in 2019 and 2020.

DERIVATION SUMMARY

FirstEnergy Solutions' credit profile is weak relative its peers.
Unlike Calpine's well-diversified generating base, FES's primarily
nuclear- and coal-fueled generating facilities are located
exclusively in PJM Interconnection LLC and lack geographic
diversity. Exelon Generation Co.'s (Exgen: BBB/Stable) and PSEG
Power LLC's (Power; BBB+/Negative) operations are similarly
concentrated geographically and have meaningful exposure to nuclear
and/or coal generation. However, both Exgen and Power have lower
leverage compared to FES. For the trailing twelve months ended
December 31, 2017, Exgen's FFO-adjusted leverage was 2.3x and
Power's 1.9x. CPN's FFO-adjusted leverage was weaker than FES's at
8.1x. However, Fitch expects FES's post-2017 credit metrics to
erode meaningfully.

KEY ASSUMPTIONS

Fitch's Key Assumptions Within Its Rating Case for the Issuer:

-- Continued low natural gas prices consistent with Fitch's price

    deck.

-- Weak PJM capacity and energy markets pressure post-2018
    financials.

-- Legislative/regulatory relief for FES's assets is not achieved

    in the near-to-intermediate term.

RATING SENSITIVITIES

Rating Sensitivities are not applicable given the March 31, 2018
bankruptcy filing.

LIQUIDITY

Revolver Draw Provides Cash: FES has fully drawn its $500 million
secured credit and $200 million surety guarantee facilities with FE
and ended its participation in FE's unregulated money pool in March
2017. In its bankruptcy filing, FES indicated that it has
approximately $550 million of cash available to meet post-petition
obligations to employees, customers and suppliers. More than $500
million of debt matures in 2018 at FES and its subsidiaries FG and
NG.

FULL LIST OF RATING ACTIONS

Fitch has taken the following actions:

FirstEnergy Solutions Corporation:

-- Long-Term IDR downgraded to 'D' from 'CC';

-- Senior unsecured notes affirmed at 'C'; recovery rating to
    'RR6' from 'RR5'.

FirstEnergy Generation LLC

-- Long-Term IDR downgraded to 'D' from 'CC';

-- Senior secured pollution control notes downgraded to 'CCC-
    '/'RR2' from 'CCC+'/'RR1';

-- Senior unsecured pollution control notes affirmed at 'C';
    recovery rating revised to 'RR6' from 'RR5';

-- Bruce Mansfield sale-leaseback certificates affirmed at 'C';
    recovery rating revised to 'RR6' from 'RR5'.

FirstEnergy Nuclear Generation

-- Long-Term IDR downgraded to 'D' from 'CC';

-- Senior secured pollution control notes downgraded to 'CCC-
    '/'RR2' from 'CCC+'/'RR1';

-- Senior unsecured pollution control notes affirmed at 'C';
    recovery rating revised to 'RR6' from 'RR5'.


FIRSTENERGY SOLUTIONS: Moody's Cuts CFR to C Amid Bankr. Filing
---------------------------------------------------------------
Moody's Investors Service downgraded the Probability of Default
Rating (PDR) of FirstEnergy Solutions Corp. (FES) to D-PD from
Ca-PD. Concurrently, Moody's downgraded FES' Corporate Family
Rating to C from Ca, senior secured rating to Caa3 from B3 and the
senior unsecured rating to C from Ca. Moody's also downgraded the
senior secured pass-through certificates of Bruce Mansfield Unit 1,
guaranteed by FES, to C from Ca. The rating outlook was revised to
stable from negative. The downgrades were prompted by FES's
announcement on March 31, 2018 that it had initiated Chapter 11
bankruptcy proceedings.

Downgrades:

Issuer: Beaver (County of) PA, Industrial Devel Auth

-- Senior Secured Revenue Bonds, Downgraded to Caa3 (LGD2) from
    B3 (LGD1)

-- Senior Unsecured Revenue Bonds, Downgraded to C (LGD5) from Ca

    (LGD4)

Issuer: Bruce Mansfield Unit 1

-- Senior Secured Pass-Through, Downgraded to C (LGD5) from Ca
    (LGD4)

Issuer: FirstEnergy Solutions Corp.

-- Probability of Default Rating, Downgraded to D-PD from Ca-PD

-- Corporate Family Rating, Downgraded to C from Ca

-- Senior Unsecured Notes, Downgraded to C (LGD5) from Ca (LGD4)

Issuer: Ohio Air Quality Development Authority

-- Senior Secured Revenue Bonds, Downgraded to Caa3 (LGD2) from
    B3 (LGD1)

-- Senior Unsecured Revenue Bonds, Downgraded to C (LGD5) from Ca

    (LGD4)

Issuer: Ohio Water Development Authority

-- Senior Secured Revenue Bonds, Downgraded to Caa3 (LGD2) from
    B3 (LGD1)

-- Senior Unsecured Revenue Bonds, Downgraded to C (LGD5) from Ca

    (LGD4)

Issuer: Pennsylvania Economic Dev. Fin. Auth.

-- Senior Secured Revenue Bonds, Downgraded to Caa3 (LGD2) from
    B3 (LGD1)

-- Senior Unsecured Revenue Bonds, Downgraded to C (LGD5) from Ca

   (LGD4)

Outlook Actions:

Issuer: Bruce Mansfield Unit 1

-- Outlook, Changed To Stable From Negative

Issuer: FirstEnergy Solutions Corp.

-- Outlook, Changed To Stable From Negative

Affirmations:

Issuer: FirstEnergy Solutions Corp.

-- Speculative Grade Liquidity Rating, Affirmed SGL-4

RATINGS RATIONALE

The rating action reflects the March 31, 2018 bankruptcy filing by
FES and its wholly-owned subsidiaries FirstEnergy Nuclear
Generation, and FirstEnergy Generation including its subsidiary
Mansfield Unit 1 Corp.

Subsequent to rating actions, Moody's will withdraw the ratings due
to FES' bankruptcy filing.

FirstEnergy Solutions Corp. is a wholly-owned subsidiary of
FirstEnergy Corp. (FirstEnergy, Baa3 stable) and is a regional
competitive electric producer and provider in the PJM
Interconnection market. FES controls approximately 10.2 GW of power
generation capacity.


FIRSTENERGY SOLUTIONS: S&P Lowers ICR to 'D' on Bankruptcy Filing
-----------------------------------------------------------------
S&P Global Ratings said it lowered its issuer credit rating on
FirstEnergy Solutions Corp. to 'D' from 'CCC-'. S&P also lowered
all issue-level ratings to 'D'.

S&P is lowering its issuer credit rating on FirstEnergy Solutions
to 'D' from 'CCC-' in light of the recently announced bankruptcy
filing.

The downgrade to 'D', which is used to signify an event of default,
culminates several years of declining prospects for FirstEnergy
Solutions Corp.

Several key factors have conspired to lead to this event. First,
diminished gas prices and weaker-than-expected demand growth have
contributed to softer power pricing; for FES' fleet of coal and
nuclear assets, this has especially potent, leading to weakening
cash flows. This weaker demand pattern has also contributed to a
number of unexpectedly weak outcomes in PJM capacity auctions, the
most recent of which severely affect Regional Transmission
Organization, where FES' assets are concentrated.

In addition, in light of the challenges facing high fixed-cost coal
and nuclear generators, numerous proposals to remedy their
struggles have been attempted, in the form of regulation. These
have included the Department of Energy Notice of Proposed
Rulemaking and various state subsidies for nuclear generation.
However, as yet, none of these fixes has coalesced, and the
challenges continue.

Finally, parent FirstEnergy Corp. has, for the past 18 months,
sought to trim its holdings to focus exclusively on its regulated
operations. Consequently, there has been no meaningful parent
company support in that time.


FNB CORP: Moody's Affirms (P)Ba1 Preferred Shelf Rating
-------------------------------------------------------
Moody's Investors Service affirmed the ratings of F.N.B.
Corporation and its bank subsidiary, First National Bank of
Pennsylvania, and changed the outlook to stable from positive.
First National Bank of Pennsylvania (FNB) is rated A3/Prime-2 for
deposits. Its standalone baseline credit assessment (BCA) is baa2
and its counterparty risk assessments are Baa1(cr)/Prime-2(cr).
F.N.B. Corporation has a long-term issuer rating and subordinate
debt rating of Baa3.

The following ratings and assessments have been affirmed:

Issuer: First National Bank of Pennsylvania

-- Baseline Credit Assessment, affirmed baa2

-- Adjusted Baseline Credit Assessment, affirmed baa2

-- Long-term Counterparty Risk Assessment, affirmed Baa1(cr)

-- Short-term Counterparty Risk Assessment, affirmed P-2(cr)

-- Long-term deposit rating, affirmed A3, Changed to Stable from
    Positive

-- Short-term deposit rating, affirmed P-2

Outlook Actions:

-- Outlook, Changed to Stable from Positive

Issuer: F.N.B. Corporation

-- Long-term issuer rating, affirmed Baa3, Changed to Stable from

    Positive

-- Senior unsecured shelf, affirmed (P)Baa3

-- Subordinate debt rating, affirmed Baa3

-- Subordinate shelf, affirmed (P)Baa3

-- Pref. shelf, affirmed (P)Ba1

-- Pref. shelf noncumulative, affirmed (P)Ba2

-- Pref. Stock Non-cumulative, affirmed Ba2(hyb)

Outlook Actions:

-- Outlook, Changed to Stable from Positive

RATINGS RATIONALE

The ratings affirmation reflects FNB's sustainable core banking
franchise, largely centered on Pennsylvania, with growing exposure
in nearby states and the Carolinas. This franchise, and sound
credit risk management, results in good core deposit funding and
strong asset quality metrics. The ratings also incorporate FNB's
lower capitalization and above-average acquisition appetite. The
outlook change to stable from positive reflects Moody's view that
not only will FNB remain acquisitive and growth-oriented, but its
future acquisitions may also become larger and have a more material
impact on FNB's credit profile.

Notwithstanding the risks associated with FNB's acquisition
strategy, Moody's views FNB's risk governance and risk
infrastructure favorably as it has resulted in strong asset
quality, with problem loans a low 0.94% of gross loans and
consistently low net charge-offs. Furthermore, excluding its
numerous acquisitions in recent years, its originated loan growth
rate has been in line with peers. FNB has protected its asset
quality when making a number of acquisitions by implementing a
comprehensive risk management and corporate governance
infrastructure. It has a good record of making appropriate credit
marks on its acquired portfolios and smoothly integrating bank
platforms.

Regarding funding, FNB has a modest reliance on wholesale funding
because its banking business provides it with a deposit base that
fully funds its loans. Furthermore, FNB has successfully retained
its acquired deposit relationships preserving the core deposit
funding of its loan portfolio.

Moody's stated that FNB's relatively low capital ratios remain its
weakest credit metric. FNB's Moody's adjusted tangible common
equity as a percentage of risk-weighted assets was 8.5% at year-end
2017, compared to the similarly-rated peer median of 12%. In
addition, FNB's common dividend payout ratio is high relative to
earnings, at a little more than 70% of 2017 net income. Moody's
expect FNB's dividend payout ratio to decline as earnings improve
thanks to lower corporate taxes and expected higher interest
rates.

Regarding the outlook change to stable from positive, Moody's
expects FNB will remain acquisitive and growth-oriented. As a
result, future acquisitions may become larger so as to obtain
incremental growth, which could result in a less predictable credit
profile. As an example, FNB's most recent acquisition of North
Carolina-based Yadkin Financial Corporation in March 2017 is an
indication of management's willingness to undertake large,
out-of-footprint acquisitions. Although the credit mark was
appropriate and the integration went smoothly, the acquisition
augmented FNB's commercial real estate (CRE) concentration, which
increased from to 2.9 times TCE as of year-end 2017 from 2.4 times
TCE as of year-end 2016, and now qualifies as a sizable
concentration risk.

Moody's believes FNB's willingness to make comparatively large
acquisitions will be further encouraged by the Economic Growth,
Regulatory Relief, and Consumer Protection Act, which increases the
asset threshold for a bank to be designated a systemically
important financial institution (SIFI) to $250 billion of total
consolidated assets from $50 billion. FNB's asset size as of
year-end 2017 was $31 billion.

What Could Change the Rating Up

FNB's ratings could be upgraded if Moody's viewed a more
predictable acquisition strategy and continued good asset quality.
Sustained improvement in capital and liquidity metrics would also
create upward rating pressure.

What Could Change the Rating Down

A materially lower capital position or weakening in asset quality
in either FNB's originated or acquired loan portfolios could result
in downward rating movement.


FOSTER ENTERPRISES: Taps MGR as Real Estate Broker
--------------------------------------------------
Foster Enterprises seeks approval from the U.S. Bankruptcy Court
for the Central District of California to hire a real estate
broker.

The Debtor proposes to employ MGR Real Estate, Inc., in connection
with the sale of its real property located at 775 S. Acacia Avenue,
Rialto, California.

The Debtor will pay MGR no more than 6% of the sale price of the
property to be shared between the firm and the agent for the buyer,
if any.

Michael Rademaker, chief executive officer of MGR, disclosed in a
court filing that his firm is a "disinterested person" as defined
in section 101(14) of the Bankruptcy Code.

The firm can be reached through:

     Michael G. Rademaker
     MGR Real Estate, Inc.
     3800 E. Concours St., Suite 350
     Ontario, CA 91764
     Phone: (909) 579-1398

                   About Foster Enterprises

Foster Enterprises is a trucking company in Ontario, California.
The principal business address of the Debtor is 13610 S. Archibald
Avenue, Ontario, San Bernardino County, California.

Foster Enterprises sought Chapter 11 protection (Bankr. C.D. Cal.
Case No. 17-15749) on July 10, 2017.  In the petition signed by
Jeffery Foster, general partner, the Debtor estimated assets and
liabilities at $1 million to $10 million

The case is jointly administered with the Chapter 11 case of Howard
Dean and Anna Mae Foster (Bankr. C.D. Cal. Case No. 17-15915) filed
on July 10, 2017.  Ms. Foster is also a general partner in Debtor.

The cases are assigned to Judge Scott C. Clarkson.

The Fosters are represented by Dean G. Rallis, Jr., Esq., at Angin,
Flewelling, Rasmussen, Campbell & Trytten LLP.


FRANKLIN ACQUISITIONS: Taps Maynez Law as Legal Counsel
-------------------------------------------------------
Franklin Acquisitions LLC seeks approval from the U.S. Bankruptcy
Court for the Western District of Texas to hire Maynez Law 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.

Omar Maynez, Esq., the attorney at Maynez Law who will be handling
the case, charges an hourly fee of $225 while legal assistants
charge $50 per hour.  The firm received payment of $2,000 prior to
the Petition Date.

Mr. Maynez disclosed in a court filing that he does not represent
any interests adverse to the Debtor and its estate.

The firm can be reached through:

     Omar Maynez, Esq.
     Maynez Law
     1812 Hunter Drive
     El Paso, TX 79915
     Tel: (915) 599-9100
     Fax: (915) 613-4284
     E-mail: mail@maynezlaw.com

                 About Franklin Acquisitions

Franklin Acquisitions LLC is a privately-held company whose
principal assets are located at 932 Cherry Hill, El Paso, Texas.

Franklin Acquisitions sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. W.D. Tex. Case No. 18-30185) on Feb. 6,
2018.  In the petition signed by William D. Abraham, member, the
Debtor estimated assets and liabilities of $1 million to $10
million.  Judge H. Christopher Mott presides over the case.


FREEDOM MORTGAGE: Moody's Affirms B1 CFR & Alters Outlook to Pos.
-----------------------------------------------------------------
Moody's Investors Service affirmed Freedom Mortgage Corporation's
B2 senior unsecured, B1 senior secured and B1 corporate family
ratings. Moody's also revised the rating outlook to positive from
stable.

Assignments:

Issuer: Freedom Mortgage Corporation

-- Senior Unsecured Regular Bond/Debenture due 2025, Assigned B2,

    positive

Affirmations:

Issuer: Freedom Mortgage Corporation

-- Corporate Family Rating, Affirmed B1, outlook revised to
    positive from stable

-- Senior Secured Bank Credit Facility, Affirmed B1, outlook
    revised to positive from stable

-- Senior Unsecured Regular Bond/Debenture, Affirmed B2, outlook
    revised to positive from stable

Outlook Actions:

Issuer: Freedom Mortgage Corporation

-- Outlook, Revised To Positive From Stable

RATINGS RATIONALE

On April 3, 2018, Freedom announced it will issue $500 million of
senior unsecured debt, furthering the company's strategy to reduce
its reliance on secured corporate debt. Moody's believes that
Freedom's reduced reliance on secured debt will provide the company
greater financial flexibility, including the ability to access
secured financing in times of stress, a credit positive.

The rating affirmations reflect Freedom's strong profitability with
the ratio of net income to assets above 4% per annum over the last
several years, as well as solid capital level with a ratio of
tangible common equity (TCE) to tangible managed assets (TMA) of
18.9% as of year-end 2017. Risk factors offsetting these positive
attributes include Freedom's rapidly growing servicing portfolio
and key man risk with respect to its President and CEO Stanley
Middleman. The company expects to continue to rapidly grow its
servicing portfolio in 2018 to approximately $250 billion from $176
billion as of year-end 2017, resulting in increased economies of
scale. However, such rapid growth increases the risk that
operational deficiencies could arise, negatively impacting
financial performance.

The positive outlook reflects the company's revised financial
policy to reduce its reliance on secured corporate debt in favor of
unsecured debt, providing the company with greater financial
flexibility. The positive outlook is also based on Moody's
expectation that the company will be able to maintain its strong
profitability and solid capital level. In addition, the positive
outlook reflects the maturity extension on approximately half of
Freedom's warehouse facilities having terms greater than one year.

Positive ratings pressure would occur over the next 18 months if
Freedom reduces its reliance on secured corporate debt to less than
35% of total corporate debt, maintains its strong profitability and
solid capital levels with net income to managed assets above 5% and
tangible common equity to assets close to 20%, even as aggregate US
mortgage origination volumes decline and purchase mortgages
comprise a larger percentage of the market in connection with
rising interest rates.

The ratings could be downgraded if financial performance
deteriorates; for example, if net income to managed assets falls
consistently below 3.5%, if leverage increases such that the
company's tangible common equity to tangible managed assets falls
below 15%, or in the event of the event of material negative
regulatory actions or disclosure of a material operating weakness.

The principal methodology used in these ratings was Finance
Companies published in December 2016.


FREEDOM MORTGAGE: S&P Affirms 'B-' ICR on New Notes Offering
------------------------------------------------------------
S&P Global Ratings said it affirmed its long-term issuer credit
rating on Freedom Mortgage Corp. at 'B-'. The outlook remains
stable. S&P said, "At the same time, we also lowered our rating on
the company's existing senior unsecured notes to 'B-' from 'B'. We
revised our recovery rating on the senior unsecured notes to '3',
reflecting our expectation for meaningful recovery (55%) in a
default scenario, from '2'. We assigned a 'B-' rating to the new
senior unsecured notes, with a '3' recovery rating. We affirmed our
'B+' rating on the company's senior secured term loan. The recovery
rating on the senior secured term loan remains '1', reflecting our
expectation for very high recovery in a default scenario."

S&P said, "Our rating affirmation follows Freedom's announcement
that it plans to raise $500 million of additional senior unsecured
notes, which we believe could be upsized depending on market
conditions. We could revise the recovery rating to '4' if there is
a meaningful upsize to the $500 million issuance. A '3' or a '4'
recovery rating would still lead to a 'B-' issue rating on senior
unsecured notes. Freedom plans to use a portion of the proceeds to
entirely pay down its existing lines of credit backed by its
mortgage servicing rights (MSRs).

"The stable outlook reflects our expectation that Freedom will
successfully onboard all pending and future servicing assets while
continuing to operate as a leading buyer of correspondent
originated government-insured mortgages. Our outlook incorporates
our view that earnings from originations will likely be lower in
2018 as mortgage interest rates rise, while servicing revenue will
rise due to recent MSR portfolio acquisitions as well as
correspondent lending. We expect Freedom will operate with debt to
adjusted EBITDA between 5.5x and 6.5x, debt to tangible equity
below 1.5x, and EBITDA coverage of interest above 2x.

"We could revise the outlook to negative or lower the rating over
the next 12 months if the company has trouble onboarding servicing
assets or faces regulatory actions or scrutiny, particularly if it
leads to pressure on servicing its debt obligations. We could also
lower the rating if we expect EBITDA coverage of interest to fall
below 1.0x.

"We could raise the rating over the next 12 months if the company
lowers its debt to adjusted EBITDA below 5.5x on a sustained basis
without any operational or integration issues from the purchase of
new servicing assets. An upgrade would also likely depend on
Freedom slowing its debt raising and acquisition activity."


FULLCIRCLE REGISTRY: Appoints Mark Overby to Board of Directors
---------------------------------------------------------------
Mark Overby was appointed by the Board of Directors of FullCircle
Registry, Inc. to serve at the pleasure of the Board, according to
a Form 8-K filed with the Securities and Exchange Commission.  Mr.
Overby currently holds the positions of assistant general manager &
projection room manager of Full Circle Entertainment, a subsidiary
of FullCircle Registry, Inc.  Mark lives in Indianapolis, Indiana,
near the Georgetown Theater facility.  He possesses firsthand
knowledge of the theater and its operations.  He has a bachelor's
degree in business management from IUPUI.

FullCircle Registry also disclosed in the Form 8-K that FullCircle
Entertainment, Inc., has agreed to pay all Board members 250,000
shares of stock per year beginning March 4, 2018, to March 4, 2019,
and each year thereafter.

Also according to the regulatory filing, it was resolved that Leigh
Friedman be paid the sum of $5,000 per month beginning March 4,
2018, and continuing until further action of the Board;  and Leigh
Friedman receive $5,000 per month back pay for his efforts during
the last five months up to March 4, 2018, and that he receive his
compensation in a reasonable amount each month without causing any
financial stress on Georgetown 14 Theaters and said compensation
will be paid within a one year period from March 4, 2018, going
forward.

It was resolved that the Company be allowed to borrow the sum of
$75,000 from James Felts and Anna Felts, his wife, payable with
interest at the rate of 6.25% percent per annum.

                   About FullCircle Registry

Shelbyville, Kentucky-based FullCircle Registry, Inc. --
http://www.fullcircleregistry.com/-- was founded in 2000 as
technology-based business that provided emergency document and
health record retrieval services.  As the records and documents
retrieval business model emerged, competitors seized upon the
opportunity to provide retrieval services to businesses.  As a
result of these industry trends, the Company's individual-based
records retrieval solution became unmarketable.  The Company then
initiated a series of new business models intended to provide value
for the Company's shareholders.  Since 2008, the Company has
created four subsidiaries to focus on additional business
opportunities in the distribution of insurance agency, prescription
assistance services, medical supplies, and movie theater
entertainment.

FullCircle Registry reported a net loss of $1.07 million on $1.08
million of revenues for the year ended Dec. 31, 2016, compared with
a net loss of $695,700 on $1.14 million of revenues for the year
ended Dec. 31, 2015.  As of Sept. 30, 2017, FullCircle Registry had
$4.57 million in total assets, $7.26 million in total liabilities
and a total stockholders' deficit of $2.68 million.

Somerset CPAs, P.C., issued a "going concern" qualification on the
consolidated financial statements for the year ended Dec. 31, 2016.
The auditors said the Company has suffered recurring losses from
operations and has a net capital deficiency that raises substantial
doubt about its ability to continue as a going concern, the
auditors noted.


FULLCIRCLE REGISTRY: Delays 2017 Form 10-K Filing
-------------------------------------------------
FullCircle Registry, Inc. said via a 12b-25 filed with the
Securities and Exchange Commission it was unable to file its Annual
Report on Form 10-K for the period ended Dec. 31, 2017 within the
prescribed time period due to its difficulty in completing and
obtaining required financial and other information without
unreasonable effort and expense.  The Company expects to file the
Form 10-K within the time period permitted by this extension.

                      About FullCircle Registry

Shelbyville, Kentucky-based FullCircle Registry, Inc.'s initial
business began in 2000 a technology-based business that provided
emergency document and health record retrieval services.  As the
records and documents retrieval business model emerged, competitors
seized upon the opportunity to provide retrieval services to
businesses.  As a result of these industry trends, the Company's
individual-based records retrieval solution became unmarketable.
The Company then initiated a series of new business models intended
to provide value for the Company's shareholders. Since 2008, the
Company has created four subsidiaries to focus on additional
business opportunities in the distribution of insurance agency,
prescription assistance services, medical supplies, and movie
theater entertainment.  Visit http://www.fullcircleregistry.comfor
more information.

FullCircle Registry reported a net loss of $1.07 million on $1.08
million of revenues for the year ended Dec. 31, 2016, compared with
a net loss of $695,700 on $1.14 million of revenues for the year
ended Dec. 31, 2015.  As of Sept. 30, 2017, FullCircle Registry had
$4.57 million in total assets, $7.26 million in total liabilities
and a total stockholders' deficit of $2.68 million.

Somerset CPAs, P.C., issued a "going concern" qualification on the
consolidated financial statements for the year ended Dec. 31, 2016.
The auditors said the Company has suffered recurring losses from
operations and has a net capital deficiency that raises substantial
doubt about its ability to continue as a going concern, the
auditors noted.


FUSION CUSTOM: Seeks Authority on Interim Use of Cash Collateral
----------------------------------------------------------------
Fusion Custom Trailers & Motorcoaches Inc. requests that the U.S.
Bankruptcy Court for the Western District of North Carolina grant
it interim authority to use cash collateral in accordance with the
Budget until a further hearing on the Motion can be scheduled.

Without such authorization, the Debtor will be unable to meet its
operating expenses and will be forced to cease operations
immediately, rather than reorganizing its business structure in
order to maximize value for the bankruptcy estate and creditors.
Without immediate access to cash, the Debtor's inability to pay its
ordinary operating expenses would lead to a quick collapse of its
business.

The Debtor believes that Cass County Bank is the Debtor's senior
secured lender, asserting a secured claim of approximately
$226,970. Cass County Bank asserts a first priority lien on the
Debtor's pre-petition accounts receivable, inventory, furniture,
fixtures, and equipment, as well as certain vehicles in the name of
the Debtor.

The Debtor claims that Cass County Bank has adequate protection
against the diminution in value of its prepetition collateral.
Preliminarily, the use of cash collateral in the ordinary course of
business, in and of itself, provides adequate protection in that it
preserves the going concern value of the Debtor's business and, as
a result, the value of the pre-petition collateral. Further, as of
the Petition Date, the Debtor held collectible accounts receivable
of $212,500, and vehicles, trailers, and fabrication equipment with
conservative liquidation values totaling over $350,000.

The Debtor believes that Cass County Bank is oversecured and enjoys
a substantial equity cushion that provides it with adequate
protection of its interests in the Debtor's property. The Debtor's
cash flow and other financial analysis also show that the Cass
County Bank's collateral position will be adequately maintained,
especially during the short term covered by the interim cash
collateral period.

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

           http://bankrupt.com/misc/ncwb18-30445-8.pdf

                  About Fusion Custom Trailers

Fusion Custom Trailers & Motorcoaches manufactures and services
custom built trailers, motor coaches, and truck conversions from
its leased premises in Salisbury, North Carolina. The Debtor's
principal, John E. Nicholson, is a resident of Mooresville, North
Carolina, and a debtor in that Chapter 13 bankruptcy proceeding
currently pending (Bankr. W.D.N.C. Case No. 18-50151).

Fusion Custom Trailers & Motorcoaches Inc. filed a Chapter 11
petition (Bankr. W.D.N.C. Case No. 18-30445), on March 20, 2018.

Fusion Custom Trailers is represented by:

         Richard S. Wright, Esq.
         Caleb Brown, Esq.
         MOON WRIGHT & HOUSTON, PLLC
         121 West Trade Street, Suite 1950
         Charlotte, North Carolina 28202
         Telephone: (704) 944-6560


GATEWAY BUICK GMC: Missouri Dealership Seeks Creditor Protection
----------------------------------------------------------------
Gateway Buick GMC Inc. filed for Chapter 11 bankruptcy protection
(Bankr. E.D. Mo. Case No. 18-42085) on April 3, 2018, in St. Louis,
Missouri.

The car dealership -- http://www.stlouisbuickgmc.com/-- based in
Hazelwood, Missouri, listed liabilities of between $10 million and
$50 million; and assets of between $50 million and $100 million.

Judge Charles E. Rendlen III presides over the case.  John Talbot
Sant, Jr., with Affinity Law Group, serves as counsel to the
Debtor.

According to acob Kirn, Digital Editor for the St. Louis Business
Journal, reports that Gateway Buick GMC of Hazelwood has filed
Chapter 11 bankruptcy, as its main lender sues for more than $32
million and repossesses its inventory.

Brian Feldt, writing for the St. Louis Post-Dispatch, reports that
Gateway Buick GMC, owned by President Donald Davis and Automotive
Investments LLC, listed creditors of up to 199, many of them from
the St. Louis area.  The dealership reported selling 1,365 vehicles
last year, down from 1,674 in 2016 and 2,046 the year before that.
According to St. Louis County property records, the dealership owns
its lot next to Interstate 270 at 820 James S. McDonnell Boulevard,
which has an appraised value of $4.6 million.

The dealership was originally started by the Behlmann family, the
Post-Dispatch adds.


GATEWAY BUICK: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Gateway Buick GMC, Inc.
        820 McDonnell Blvd.
        Hazelwood, MO 63042

Type of Business: Gateway Buick GMC is an automotive dealer in
                  the greater St. Louis area offering a selection
                  of new and used vehicles with 37 service bays
                  scattered across the country.

Chapter 11 Petition Date: April 3, 2018

Case No.: 18-42085

Court: United States Bankruptcy Court
       Eastern District of Missouri (St. Louis)

Judge: Hon. Charles E. Rendlen III

Debtor's Counsel: John Talbot Sant, Jr., Esq.
                  AFFINITY LAW GROUP
                  1610 Des Peres Road, Suite 100
                  St. Louis, MO 63131
                  Tel: (314) 872-3333
                  E-mail: tsant@affinitylawgrp.com

Estimated Assets: $50 million to $100 million

Estimated Liabilities: $10 million to $50 million

The petition was signed by Donald Davis, president.

The Debtor failed to incorporate in the petition a list of its 20
largest unsecured creditors.

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

         http://bankrupt.com/misc/moeb18-42085.pdf


GENESIS TOTAL: Unsecureds to Recoup 20% Over a Five-Year Period
---------------------------------------------------------------
Genesis Total Healthcare LLC and Judith Ekong filed with the U.S.
Bankruptcy Court for the Eastern District of Michigan a second
amended joint plan and disclosure statement.

Class V under the plan consists of unsecured creditors owed
$414,000. These creditors will be paid 20% of their claims and be
paid over a five-year period in monthly payments with the first pro
rata distribution due 30 days from confirmation. Per the code, the
payment of unsecured creditors per this provision acts as a new
formal contract between the Debtor and each unsecured creditor
individually.

The prior Plan provided that Class V - general unsecured creditors
will be paid 25% of their claim and be paid over six-year period in
quarterly payments with the first pro rata distribution due six (6)
months from confirmation. The Debtor has provided for the delay in
plan payments from confirmation to allow it to pay its
administrative expense claims.

The Plan contemplates monthly payment obligations while the
projections reflect profitability on an ongoing basis in excess of
the amount necessary to meet the plan obligations.

Judith Ekong will continue to manage the business
post-confirmation. Ekong will submit 100% of her time to the
operation of the business.

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

     http://bankrupt.com/misc/mieb17-32058-115-1.pdf

A full-text copy of the Joint Plan and Disclosure Statement dated
Feb. 22, 2018, is available at:

     http://bankrupt.com/misc/mieb17-32058-101.pdf

              About Genesis Total Healthcare

Genesis Total Healthcare, LLC, practices as a home health provider
in Burton, Michigan.  Genesis Total Healthcare sought protection
under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Mich. Case No.
17-32058) on Sept. 8, 2017.  Judge Daniel S. Oppermanflint presides
over the case.  At the time of the filing, the Debtor estimated
assets of less than $500,000 and liabilities of less than $1
million.


GIGA-TRONICS INC: Closes $1.1M Private Placement Financing
----------------------------------------------------------
Giga-tronics Incorporated had entered into a securities purchase
agreement for the sale of 44,600 shares of a newly designated
series of 6.0% Series E Senior Convertible Voting Perpetual
Preferred Stock to approximately 15 private investors.  The sale
was completed and the Series E Shares were issued on March 28,
2018.

The purchase price for each Series E Share was $25.00.  Gross
proceeds to the Company will be approximately $1.115 million.  Net
proceeds to the Company after fees and expenses of the Placement
will be approximately $1.06 million.  The Company expects to use
the proceeds for working capital and general corporate purposes.

Emerging Growth Equities, Ltd., served as the Company's exclusive
placement agent in connection with the private placement.  Fees
payable to Emerging Growth Equities, Ltd. at completion of the
transaction were 5% of gross proceeds or approximately $57,000 in
cash, plus warrants to purchase 5% of the number of common shares
into which the Series E shares can be converted (223,000 shares) at
an exercise price of $0.25 per share.

Additionally, in conjunction with and as a condition to the
completion of the Placement, the Company has negotiated and expects
to sign a loan modification agreement with Partners For Growth to
its existing $1.5 million secured loan agreement.  The loan
modification agreement provides for a waiver of current covenant
defaults, new loan covenants, elimination of the current default
interest rate charge of 6%, the issuance of 150,000 shares of the
Company's Common stock in exchange for the elimination of automatic
put provisions of warrants previously held by PFG and convertible
into 260,000 Common shares along with resetting the exercise price
of those warrants from $1.42 to the Series E conversion price
($0.25) and extending their expiration by one year to March 13,
2020.  The loan modification is conditional upon the Company's
receipt of at least $1.0 million in aggregate cash proceeds from
the Placement and the receipt of a consent and waiver of
cross-default by the Company's first priority secured lender,
Bridge Bank.

Lutz Henckels, executive vice president and interim chief financial
officer of Giga-tronics added, "The Company has made significant
progress this past year with completing the Hydra target emulation
test system, moving to a new facility and reducing operating
expenses by approximately one-third.  This capital infusion, along
with amending our $1.5M loan agreement with PFG, will allow the
Company to set a path towards profitability in FYE March 2019 and
enhance shareholder value."
  
Detailed terms of the Series E securities purchase agreements and
loan modification agreement with PFG are available for free at:

                        https://is.gd/gMne50

                         About Giga-tronics

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

Giga-tronics reported a net loss of $1.54 million on $16.26 million
of net sales for the fiscal year ended March 25, 2017, compared to
a net loss of $4.10 million on $14.59 million of net sales for the
year ended March 26, 2016.

As of Dec. 30, 2017, Giga-Tronics had $8.17 million in total
assets, $8.76 million in total liabilities and a total
shareholders' deficit of $586,000.

                           Going Concern

The Company incurred net losses of $313,000 for the third quarter
and $2.7 million for the first nine months of fiscal 2018,
respectively.  These losses have contributed to an accumulated
deficit of $28.2 million and shareholders' (deficit) equity of
($586,000) as of Dec. 30, 2017.  The Company used cash flow in
operations totaling $1.4 million in the first nine months of fiscal
2018.

As disclosed in its Quarterly Report on Form 10-Q for the period
ended Dec. 30, 2017, the Company has experienced delays in the
development of features, receipt of orders, and shipments for the
new Advanced Signal Generator and the Advanced Signal Analyzer.
These delays have contributed, in part, to a decrease in working
capital.  The new ASG and ASA products have shipped to several
customers, but potential delays in the development or refinement of
additional features, longer than anticipated sales cycles, or
uncertainty as to the Company's ability to efficiently manufacture
the ASG and ASA, could significantly contribute to additional
future losses and decreases in working capital.

To help fund operations, the Company relies on advances under the
line of credit with Bridge Bank which expires on May 6, 2019.  The
agreement includes a subjective acceleration clause, which allows
for amounts due under the facility to become immediately due in the
event of a material adverse change in the Company's business
condition (financial or otherwise), operations, properties or
prospects, or ability to repay the credit based on the lender's
judgement.  As of Dec. 30, 2017, the Company had borrowed $552,000
under the line of credit.

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


GOLD AND GREEN: Taps Bronson Law Offices as Legal Counsel
---------------------------------------------------------
Gold and Green Landscaping Corp. seeks approval from the U.S.
Bankruptcy Court for the Southern District of New York to hire
Bronson Law Offices PC as its legal counsel.

The firm will assist the Debtor in the preparation of a bankruptcy
plan; review claims and resolve those which should be disallowed;
and provide other legal services related to its Chapter 11 case.

H. Bruce Bronson, Esq., the attorney at Bronson Law Offices who
will be handling the case, charges an hourly fee of $400.
Paralegals and legal assistants charge $120 per hour.

The firm received a payment of $5,000 for its pre-bankruptcy
services.

Mr. Bronson disclosed in a court filing that his firm is a
"disinterested person" as defined in section 101(14) of the
Bankruptcy Code.

The firm can be reached through:

     H. Bruce Bronson, Esq.  
     Bronson Law Offices, P.C.  
     480 Mamaroneck Ave.  
     Harrison, NY 10528  
     Phone: 914-269-2530
     E-mail: hbbronson@bronsonlaw.net
     E-mail: ecf@bronsonlaw.net

              About Gold and Green Landscaping Corp.

Gold and Green Landscaping Corp., based in Port Chester, New York,
provides architectural, engineering, and related services.  Its
principal place of business is located at 12 Bulkley Avenue Port
Chester, New York.  The company is a small business debtor as
defined in 11 U.S.C. Section 101(51D).

Gold and Green Landscaping sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 18-22349) on March 2,
2018.  In the petition signed by Marta Alvarez, president, the
Debtor estimated assets of less than $100,000 and liabilities of $1
million to $10 million.  Judge Robert D. Drain presides over the
case.


GOLD COAST: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Gold Coast Partners, LLC
        333 West North Avenue, Suite 348
        Chicago, IL 60610

Business Description: Gold Coast Partners, LLC, is a privately
held
                      company in Chicago, Illinois that owns
                      coin-operated laundries and cleaning
business.

Chapter 11 Petition Date: April 3, 2018

Case No.: 18-09765

Court: United States Bankruptcy Court
       Northern District of Illinois (Chicago)

Judge: Hon. Timothy A. Barnes

Debtor's Counsel: Joel A Schechter, Esq.
                  LAW OFFICES OF JOEL SCHECHTER
                  53 W Jackson Blvd Ste 1522
                  Chicago, IL 60604
                  Tel: 312 332-0267
                  Fax: 312 939-4714
                  E-mail: joelschechter@covad.net

Estimated Assets: $0 to $50,000

Estimated Liabilities: $1 million to $10 million

The petition was signed by Tracey L. Brooks, member.

A full-text copy of the petition containing, among other items, a
list of the Debtor's 20 largest unsecured creditors is available
for free at: http://bankrupt.com/misc/ilnb18-09765.pdf


GREAT FALLS DIOCESE: Committee Atty's Fee Request Has Interim OK  
------------------------------------------------------------------
In the chapter 11 case captioned In re ROMAN CATHOLIC BISHOP OF
GREAT FALLS, MONTANA, A MONTANA RELIGIOUS CORPORATE SOLE (Diocese
of Great Falls), Debtor, Case No. 17-60271-11 (Bankr. D. Mont.),
the attorneys for the Official Committee of Unsecured Creditors,
Pachulski Stang Ziehl & Jones LLP ("Counsel"), filed a First
Interim Application for Professional Fees and Costs.

In the Application, Counsel seeks approval of an interim award of
compensation of $353,614.50, and reimbursement of expenses of
$29,755.65, for representing the Committee. Having reviewed the
Application, and based upon the Court's familiarity with the record
and status of the case, Bankruptcy Judge Jim D. Pappas concludes
that it should approve interim compensation and expenses for
Counsel. However, because the record does not support it, the Court
declines, at least at this time, to award the full amount of
interim compensation requested in the Application.

The Court is reluctant to award compensation at the high rates
requested by Counsel at this stage of the chapter 11 case without a
more thoughtful consideration of the potential impact of that
decision on the interests of the other parties, including the
creditors. While the benefits of any chapter 11 case come at a cost
to the parties, in cases like this one, estate funds used to
compensate attorneys will inevitably reduce amounts available to
fund plan payments to creditors, and in particular, the abuse
claimants. All the parties, including Counsel, have repeatedly
emphasized to the Court that payment of the abuse victims' claims
is the singular, most critical purpose for this chapter 11 filing,
and that confirmed reorganization plan is preferable to the delay
and cost to the parties of state court litigation. But a confirmed
plan will be difficult to achieve if estate funds are consumed by
administrative expenses. Candidly, the Court harbors doubts that
this reorganization can successfully proceed if estate
professionals' fees are approved at the rates requested by Counsel,
something that the Court would certainly expect Counsel to
understand. At bottom, a decision by the Court about Counsel's
hourly rates deserves more attention by the parties and the Court
than has occurred here.

In sum, to be approved, Counsel must prove to the Court that its
requested amounts of compensation are reasonable. That proof has
not been offered at this point. While Counsel should -- and will be
-- afforded a full opportunity at the appropriate time to support
its fee request (if it can), the Court elects to defer a decision
about those rates until, hopefully, the Court can properly consider
the relationship between the total amounts of compensation
requested by Counsel in comparison to the compensation requested
and awarded to all estate professionals, and to the outcomes on the
important issues in this case. While Counsel may ask the Court to
reconsider its interim decision at that time, the Court would
expect that request to be supported by an adequate, persuasive
record, and that the request be addressed in an appropriate
response by the UST.

Accordingly, in the exercise of its discretion, the Court elects to
make an interim award of compensation and to approve payment to
Counsel of $225,000. This amount was very roughly computed by
reference to the hourly rates for attorneys and non-attorneys
comparable to those requested by and approved for the other
similarly-skilled estate professionals. It is also deemed to be a
reasonable amount based upon the record, and based upon this
Court's experience as a bankruptcy judge. Counsel may seek
additional amounts for compensation for the services reflected in
the Application, provided it can factually support them, in
connection with its final fee application in this case.

Counsel's request for reimbursement of expenses of $29,755.65 will
be approved for payment, also on an interim basis, at this time.

A full-text copy of the Judge Pappas' March 8, 2018 Memorandum of
Decision is available at https://is.gd/yAPLOI from Leagle.com.

ROMAN CATHOLIC BISHOP OF GREAT FALLS, MONTANA, A MONTANA RELIGIOUS
CORPORATE SOLE, Debtor, represented by BRUCE ALAN ANDERSON,
ELSAESSER ANDERSON, Chtd., MAXON R. DAVIS, DAVIS, HATLEY, HAFFEMAN
& TIGHE, P.C., FORD ELSAESSER, ELSAESSER ANDERSON, CHTD. & GREGORY
J. HATLEY --  greg.hatley@dhhtlaw.com -- DAVIS HATLEY HAFFEMAN &
TIGHE PC.

OFFICIAL COMMITTEE OF UNSECURED CREDITORS, Creditor Committee,
represented by KENNETH H. BROWN -- kbrown@pszlaw.com – PACHULSKI
STANG ZIEHL & JONES LLP & JAMES STANG.

      About Roman Catholic Bishop of Great Falls, Montana

The Roman Catholic Bishop of Falls, Montana, a Montana Religious
Corporate Sole, also known as the Diocese of Great Falls-Billings
-- http://www.dioceseofgfb.org/-- filed a Chapter 11 bankruptcy
petition (Bankr. D. Mont. Case No. 17-60271) on March 31, 2017.
Bishop Michael W. Warfel, signed the petition.

The Debtor disclosed $20.75 million in total assets and $14.78
million in total liabilities as of the bankruptcy filing.

The Hon. Jim D. Pappas presides over the case, which was originally
assigned to Judge Benjamin P. Hursh.

Bruce Alan Anderson, Esq., at Elsaesser Jarzabek Anderson Elliott &
MacDonald, CHTD.; and Gregory J. Hatley, Esq., at Davis Hatley
Haffeman & Tighe PC, serves as counsel to the Debtor.

NAI Business Properties and Matt Robertson have been employed as
realtor.

Pachulski Stang Ziehl & Jones LLP is counsel to the official
committee of unsecured creditors formed in the Debtor's case.


GREATER LEWISTOWN: Court Denied Further Use of Cash Collateral
--------------------------------------------------------------
The Hon. Robert N. Opel, II, of the U.S. Bankruptcy Court for the
Middle District of Pennsylvania, after hearing held on March 22,
2018, denied Greater Lewistown Shopping Plaza LP's Motion
requesting approval of Post-Petition Agreement for use of cash
collateral.

Consequently, the Debtor must cease use of cash collateral
effective 12:00 a.m. on March 23, 2018.

A full-text copy of the Order is available at

              http://bankrupt.com/misc/pamb17-00693-185.pdf

                  About Greater Lewistown Shopping Plaza

Greater Lewistown Shopping Plaza LP sought protection under Chapter
11 of the Bankruptcy Code (Bankr. M.D. Pa. Case No. 17-00693) on
Feb. 23, 2017.  The petition was signed by Nicholas J Moraitis,
president, NJM Lewistown Properties, Inc., sole general partner of
Greater Lewistown Shopping Plaza, L.P.  The case is assigned to
Judge Robert N Opel II.  At the time of the filing, the Debtor
estimated assets and liabilities of $10 million to $50 million
each.  The Debtor is represented by Gary J Imblum, Esq., at Imblum
Law Offices, P.C.


GROM SOCIAL: Delays 2017 Form 10-K Filing
-----------------------------------------
Grom Social Enterprises, Inc., filed a Form 12b-25 with the
Securities and Exchange Commission notifying that it will be
delayed in filing its Annual Report on Form 10-K for the year ended
Dec. 31, 2017.  The Company was unable to file its Annual Report
within the prescribed time period due to its difficulty in
completing and obtaining required financial and other information
without unreasonable effort and expense.

                        About Grom Social

Formerly known as Illumination America, Inc., Grom Social
Enterprises, Inc. -- http://www.gromsocial.com/-- operates five
subsidiaries, including Grom Social, a safe, social media platform
for kids between the ages of five and 16.  Since its beginnings in
2012, Grom Social has attracted kids and parents with the promise
of a safe and secure environment where their kids can be
entertained and can interact with their peers while learning good
digital citizenship.  The Company also owns and operates Top Draw
Animation, Inc., an award-winning animation company which produces
animated content for Grom Social and other high-profile media
properties such as Tom and Jerry, My Little Pony and Disney
Animation's Penn Zero: Part-Time Hero.  In addition, Grom
Educational Services provides web filter services up to an
additional two million children across 3,700 schools and libraries,
and Grom Nutritional Services is in the process of creating a line
of healthy nutritional supplements for children.

As of Sept. 30, 2017, Grom Social had $18.93 million in total
assets, $13.53 million in total liabilities and $5.40 million in
total stockholders' equity.  Illumination America incurred a net
loss of $651,242 in 2016 following a net loss of $1.20 million in
2015.

B F Borgers CPA PC, in Lakewood, CO, issued a "going concern"
opinion in its report on Illumination America's consolidated
financial statements for the year ended Dec. 31, 2016, citing that
the Company's significant operating losses raise substantial doubt
about its ability to continue as a going concern.


HANKAM HOLDINGS: Taps Dental Office Network as Broker
-----------------------------------------------------
Hankam Holdings, PLLC, seeks approval from the U.S. Bankruptcy
Court for the Eastern District of Texas to hire Dental Office
Network, Inc. as broker.

The firm will assist the Debtor, which operates a dental practice
in Dallas, Texas, in the sale of its business.

Dental Office Network will get a 10% commission if the business is
sold for $250,000 or more; or a $25,000 commission if it is sold
for less than $250,000.  

The firm will receive a retainer of $3,500 upon approval of its
employment and a $3,500 fee for document preparation and closing on
any approved sale, which payments are included as part of the 10%
commission.

Richard Lyschik, president of Dental Office Network, disclosed in a
court filing that his firm does not represent any interests adverse
to the Debtor's estate.

The firm can be reached through:

     Richard Lyschik
     Dental Office Network, Inc.
     3308 Preston Road
     Plano, TX 75093

                       About Hankam Holdings

Hankam Holdings, PLLC, operates a dental practice in Dallas, Texas.
Hankam Holdings filed a Chapter 11 bankruptcy petition (Bankr.
E.D. Tex. Case No. 18-40546) on March 14, 2018, estimating less
than $1 million in both assets and liabilities.  The Debtor is
represented by Eric A. Liepins, Esq., at Eric A. Liepins, P.C.


HARTFORD, CT: Moody's Assigns B2 Issuer Rating; Outlook Stable
--------------------------------------------------------------
Moody's Investors Service has assigned a B2 issuer rating to the
city of Hartford, Connecticut. The issuer rating reflects the
implied strength of the city's general obligation unlimited tax
(GOULT) pledge. Concurrently, Moody's has upgraded to A2 from Caa3
the city's GO bonds based on a state assistance contract
effectuated March 29, 2018. The outlook has been revised to stable
from developing.

RATINGS RATIONALE

The B2 issuer rating reflects Moody's assessment of the city's
general obligation unlimited tax (GOULT) pledge. The B2 rating
reflects Hartford's improved credit profile and significantly lower
risk of near term default resulting from the contract assistance
agreement with the State of Connecticut, wherein the state has
committed to pay the annual debt service on all city outstanding
general obligation bonds. This is a major deleveraging that roughly
halves fixed cost charges and consequently greatly reduces
financial pressure on the city and helps position the city to
adhere to a multi-year financial recovery plan. The rating also
incorporates significant state oversight through the MARB and
contract assistance agreement. Despite the beneficial effects of
the contract assistance, the city's path to sustainably balanced
financial operations remains challenged by growing expenditures and
projected weak revenue growth. The rating further reflects
Hartford's limited revenue structure created by its high percentage
of exempt properties within the city's tax base, along with the
persistent challenges of high poverty, elevated unemployment, and
low median family income.

RATING OUTLOOK

The stable outlook reflects Moody's expectation that the city will
adhere to a financial recovery plan that will result in balanced
operations over the next several years with limited improvement in
liquidity or reserves as any surplus funds will be used for capital
needs. Future rating action will review the results of financial
operations in fiscal 2018 and 2019, future budget projections as
well as the valuation trend in the city's tax base.

FACTORS THAT COULD LEAD TO AN UPGRADE

- Adherence to the financial recovery plan and MARB oversight

- Trend of tax base growth

- Ability to achieve structural revenue enhancements

- Improved liquidity position

- Reduced political risk relating to ongoing state aid funding

FACTORS THAT COULD LEAD TO A DOWNGRADE

- Deviation from the financial recovery plan

- Trend of tax base declines

- Material operating deficits and/or decline in liquidity

- Default on a debt obligation

LEGAL SECURITY

Not applicable

USE OF PROCEEDS

Not applicable

PROFILE

Hartford is the Connecticut state capital. Located just over 100
miles southwest of Boston (Aaa stable) and northeast of New York
City (Aa2 stable), the city's estimated population is 125,130.

METHODOLOGY

The principal methodology used in this rating was US Local
Government General Obligation Debt published in December 2016.


HIGHPOINT OPERATING: Moody's Hikes CFR to B3; Outlook Stable
------------------------------------------------------------
Moody's Investors Service upgraded HighPoint Operating
Corporation's ("HighPoint," formerly known as Bill Barrett
Corporation) Corporate Family Rating (CFR) to B3 from Caa1 and its
Probability of Default Rating to B3-PD from Caa1-PD. Concurrently,
Moody's upgraded the ratings for the company's 7% senior unsecured
notes due 2022 and 8.75% senior unsecured notes due 2025 to Caa1
from Caa2. Moody's affirmed the Speculative Grade Liquidity (SGL)
rating at SGL-3. The rating outlook is stable.

"The upgrade of HighPoint's ratings reflect Moody's expectation for
continued improvement in credit metrics, particularly following a
number of credit positive actions HighPoint took in late 2017 and
early 2018," commented Jonathan Teitel, an Analyst at Moody's.

Upgrades:

Issuer: HighPoint Operating Corporation

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

-- Corporate Family Rating, Upgraded to B3 from Caa1

-- Senior Unsecured Regular Bond/Debenture, Upgraded to Caa1
    (LGD4) from Caa2 (LGD4)

Outlook Actions:

Issuer: HighPoint Operating Corporation

-- Outlook, Remains Stable

Affirmations:

Issuer: HighPoint Operating Corporation

-- Speculative Grade Liquidity Rating, Affirmed SGL-3

RATINGS RATIONALE

HighPoint's B3 CFR reflects the company's modest scale, single
basin concentration, high proportion of proved undeveloped reserves
(PUDs), and execution risk on rapid growth in production. It also
considers Moody's expectation for improving credit metrics as the
company executes on its operating plans and the additional
liquidity afforded by transactions in late 2017 which will
contribute to prefunding some capital expenditures, which in turn
supports production growth. Liquidity is better positioned as
measured by a sizable cash balance of $314 million as of December
31, 2017 which includes a boost from an equity offering and sale of
non-core properties. The company reduced its long-term debt via an
exchange with one of its bondholders of $50 million principal
amount of the company's 7% senior notes due 2022 for equity. Most
recently, in March 2018, the company closed on a stock-for-stock
business combination with Fifth Creek Energy Operating Company, LLC
(Fifth Creek) which improves the company's position in the
Denver-Julesburg Basin (DJ Basin) without levering the company.

Debt-to-proved developed (PD) reserves is relatively high at
roughly $15 as of the end of 2017 and roughly $13 based on Moody's
projections for year-end 2018. Following the business combination
with Fifth Creek, PUDs as a proportion of proved reserves likely
increased meaningfully and significant capital investment would be
required to convert them to producing reserves. Moody's expects
that capital expenditures will exceed cash flow from operations
until at least late 2019 necessitating additional borrowings under
the revolver. While debt-to-PD reserves is high, Moody's expects
that debt to average daily production will improve meaningfully to
roughly $22,000 at the end of 2018 from roughly $33,000 at the end
of 2017 as the company significantly ramps up production to about
30 Mboe/d in 2018 from about 19 Mboe/d in 2017. The business
benefits from oil-focused production (60% of total) and the
company's hedging program which targets hedges for between 50% and
70% of oil production on a forward basis for 12 to 18 months.
Single basin concentration exposes the company's performance to
local factors such as labor availability, service cost, access to
infrastructure, economics based on regional supply and demand, and
regulations.

The SGL-3 liquidity rating reflects Moody's expectation that
HighPoint will maintain adequate liquidity over the next 12 months
supported by $314 million of cash on the balance sheet and $274
million available under its revolving credit facility, which will
fund negative free cash flow of about $270 million through March
31, 2019. The revolver is due April 2020.

The stable rating outlook reflects Moody's expectation for
HighPoint to grow production over the next 12 to 18 months as it
develops acreage while maintaining an adequate liquidity profile.

Factors that could lead to an upgrade include successful execution
on profitably growing average daily production towards 30 Mboe/d
and debt-to-PD reserves declining to around $13.

Factors that could lead to a downgrade include declining
production, RCF/debt decreasing towards 10%, EBITDA/interest below
2.5x, or deterioration in liquidity.

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

HighPoint Operating Corporation, headquartered in Denver, Colorado,
is a subsidiary of HighPoint Resources Corporation, a publicly
traded independent exploration and production company operating in
the DJ Basin located in the Rocky Mountain region of the United
States. Average daily production in 2017 was 19 Mboe/d (60% oil).


HIGHPOINT RESOURCES: S&P Hikes CCR to 'B', Off CreditWatch Positive
-------------------------------------------------------------------
U.S.-based oil and gas exploration and production company HighPoint
Resources Corp. (formerly known as Bill Barrett Corp.) announced
the completion of its equity-financed merger with Fifth Creek
Energy Co. LLC, which was supplemented by an above-par debt for
equity exchange and an equity offering.

S&P Global Ratings raised its corporate credit rating on HighPoint
Energy Corp. to 'B' from 'B-' and removed it from CreditWatch,
where we placed it with positive implications on Dec. 6, 2017. The
outlook is stable.

S&P said, "We also raised our issue-level rating on the company's
senior unsecured debt to 'B' from 'CCC+' and removed the ratings
from CreditWatch with positive implications. We revised the
recovery rating on the senior unsecured debt to '3' from '5',
indicating our expectation of meaningful (50% to 70%; rounded
estimate: 50%) recovery in the event of a default.

"Our ratings on HighPoint, formerly known as Bill Barrett Corp.,
reflect our expectation of improved operational performance as a
result of the successful equity-funded merger with Fifth Creek
Energy Co. LLC as well as the completion of: an above-par $50
million debt for equity exchange and a $110.7 million public equity
offering to fund its 2018 drilling program. Based on our
expectation for significant production growth this year and in
2019, we anticipate credit metrics to strengthen over the next 12
to 24 months."

The stable outlook reflects S&P Global Ratings' view that HighPoint
Resources will grow production and developed reserves, while
maintaining FFO/debt above 20% and adequate liquidity over the next
12 months.

S&P said, "We could lower the ratings if we expected FFO/debt to
fall below 20% for a sustained period, or if liquidity weakened.
This would most likely occur if the company did not achieve the
production growth we anticipate.

"We could consider raising the rating on HighPoint if the company
increased its production and proved developed reserve base to
levels more in line with higher rated peers while maintaining
FFO/debt above 20% and adequate liquidity."


HOOK LINE: Committee Taps Landye Bennett as Legal Counsel
---------------------------------------------------------
The official committee of unsecured creditors of Hook Line & Sinker
Inc. received approval from the U.S. Bankruptcy Court for the
District of Alaska to hire Landye Bennett Blumstein LLP as its
legal counsel.

The firm will advise the committee regarding its duties under the
Bankruptcy Code; assist the committee in investigating the Debtor's
operations and financial condition; review claims and negotiate
with creditors; and provide other legal services related to the
Debtor's Chapter 11 case.

Michelle Boutin, Esq., the attorney who will be handling the case,
will charge an hourly fee of $300.

Landye Bennett does not hold or represent any interests adverse to
the Debtor's estate, according to court filings.

The firm can be reached through:

     Michelle L. Boutin, Esq.
     Landye Bennett Blumstein LLP
     701 W. 8th Avenue, Suite 1200
     Anchorage, AK 99501
     Phone: (907) 276-5152
     Fax: (907) 276-8433
     E-mail: michelleb@lbblawyers.com

                  About Hook Line & Sinker Inc.

Hook Line & Sinker, Inc., filed for Chapter 11 bankruptcy
protection (Bankr. D. Alaska Case No. 17-00415).  Judge Gary
Spraker presides over the case.  David H. Bundy, Esq., is the
Debtor's bankruptcy counsel.


HOOPER HOLMES: Appoints James Fleet as Chief Restructuring Officer
------------------------------------------------------------------
Hooper Holmes, Inc., appointed James Fleet to act as the chief
restructuring officer of the Company on March 26, 2018, pursuant to
an engagement letter with PMCM, LLC.  During PMCM's engagement, Mr.
Fleet will provide senior executive leadership to the Company with
all officers reporting to him.

Mr. Fleet, age 56, has more than 25 years of experience in
providing executive leadership and operating and financial
restructuring services to companies in a variety of industries.  He
has been employed by PMCM, an affiliate of Phoenix Management
Services, LLC, for nearly twenty years.  Mr. Fleet does not have
any family relationship to any of the Company's executive officers
or directors.

The CRO's principal duties in the immediate term is to establish a
working capital plan, with the broader mandate to include
developing and implementing plans to restructure the Company's
balance sheet, operating expense structure and overall strategies
in an effort to resolve the going concern assessment that has been
reported with respect to the Company's audited financial statements
for the years ended Dec. 31, 2015 and 2016, and which is
anticipated to continue in effect when the Company issues its
audited financial statements for the year ended Dec. 31, 2017.

Mr. Fleet will not receive any compensation directly from the
Company but will be compensated by PMCM, which the Company will pay
based on the hourly rates of Mr. Fleet and other PMCM personnel.
PMCM's engagement may be terminated by the Company or PMCM at any
time with or without cause.

                       About Hooper Holmes

Founded in 1899, Hooper Holmes, Inc. --
http://www.hooperholmes.com/-- is a publicly-traded New York
corporation that provides health risk assessment services.  The
Company provides on-site screenings and flu shots, laboratory
testing, risk assessment, and sample collection services to
individuals as part of comprehensive health and wellness programs
offered through organizations sponsoring such programs including
corporate and government employers, health plans, hospital systems,
health care management companies, wellness companies, brokers and
consultants, disease management organizations, reward
administrators, third party administrators, clinical research
organizations and academic institutions.  Through its comprehensive
health and wellness services, the Company also provides telephonic
health coaching, access to a wellness portal with individual and
team challenges, data analytics, and reporting services.  The
Company contracts with health professionals to deliver these
services nationwide, all of whom are trained and certified to
deliver quality service.  Hooper Holmes is headquartered in Olathe,
Kansas.

Mayer Hoffman McCann P.C., in Kansas City, Missouri, the Company's
independent accounting firm, 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, negative cash flows from operations and other
related liquidity concerns, which raises substantial doubt about
the Company's ability to continue as a going concern.

Hooper Holmes reported a net loss of $10.32 million on $34.27
million of revenues for the year ended Dec. 31, 2016, compared to a
net loss of $10.87 million on $32.11 million of revenues for the
year ended Dec. 31, 2015.  As of Sept. 30, 2017, Hooper Holmes had
$37.20 million in total assets, $42.11 million in total liabilities
and a total stockholders' deficit of $4.91 million.


HOOPER HOLMES: Delays Form 10-K Pending Restatements
----------------------------------------------------
Hooper Holmes, Inc., notified the Securities and Exchange
Commission via a Form 12b-25 that it will delayed in filing its
Annual Report on Form 10-K for the year ended Dec. 31, 2017 as a
result of the pending restatements of its previously issued
financial statements.

The Company has determined to restate its unaudited condensed
consolidated financial statements as of and for each of the
quarters ended June 30, 2017 and Sept. 30, 2017.  The Company has
identified an error in its accounting related to the accrual of an
expense for an investment banking fee.  The Company said it is
working diligently to complete the adjustments necessary to
complete the restatements and file amended quarterly reports for
the quarters ended June 30, 2017 and Sept. 30, 2017 as soon as
practicable.  

Hooper Holmes expects to file the Form 10-K on or before the
expiration of the 15 calendar day extension period provided in Rule
12b-25(b).

As a result of the Company's merger transaction with Provant Health
Solutions, LLC, which closed on May 11, 2017, the Company
anticipates that there will be a significant increase in revenue
and change in the results of operations for the year ended Dec. 31,
2017 compared with the results of operations for the year ended
Dec. 31, 2016.  Until the audit of the Company's financial
statements for the year ended Dec. 31, 2017 is complete, the
Company is unable to provide a reasonable estimate of the results.

                      About Hooper Holmes

Founded in 1899, Hooper Holmes, Inc. --
http://www.hooperholmes.com/-- is a publicly-traded New York
corporation that provides health risk assessment services.  The
Company provides on-site screenings and flu shots, laboratory
testing, risk assessment, and sample collection services to
individuals as part of comprehensive health and wellness programs
offered through organizations sponsoring such programs including
corporate and government employers, health plans, hospital systems,
health care management companies, wellness companies, brokers and
consultants, disease management organizations, reward
administrators, third party administrators, clinical research
organizations and academic institutions.  Through its comprehensive
health and wellness services, the Company also provides telephonic
health coaching, access to a wellness portal with individual and
team challenges, data analytics, and reporting services.  The
Company contracts with health professionals to deliver these
services nationwide, all of whom are trained and certified to
deliver quality service.  Hooper Holmes is headquartered in Olathe,
Kansas.

Mayer Hoffman McCann P.C., in Kansas City, Missouri, the Company's
independent accounting firm, 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, negative cash flows from operations and other
related liquidity concerns, which raises substantial doubt about
the Company's ability to continue as a going concern.

Hooper Holmes reported a net loss of $10.32 million on $34.27
million of revenues for the year ended Dec. 31, 2016, compared to a
net loss of $10.87 million on $32.11 million of revenues for the
year ended Dec. 31, 2015.  As of Sept. 30, 2017, Hooper Holmes had
$37.20 million in total assets, $42.11 million in total liabilities
and a total stockholders' deficit of $4.91 million.


HOOPER HOLMES: Will Restate Its Form 10-Qs Due to Accounting Error
------------------------------------------------------------------
The Audit Committee of the Board of Directors of Hooper Holmes,
Inc. concluded that restatement of the Company's unaudited interim
financial statements included in (a) the Form 10-Q for the quarter
ended June 30, 2017, originally filed by the Company with the
Securities and Exchange Commission on Aug. 14, 2017, and (b) the
Form 10-Q for the quarter ended Sept. 30, 2017, originally filed by
the Company with the SEC on Nov. 14, 2017, was required to correct
an error in the Company's accounting.

During the first quarter of 2017, the Company properly accrued an
expense of $250,000 that became payable upon issuance of a fairness
opinion by the Company's investment banker related to the Company's
merger with Provant Health Solutions, LLC.  When the merger closed
on May 11, 2017, an additional $500,000 investment banking fee
became payable, but the Company failed to accrue the additional
amount due to an oversight.  Both fees arose under the Company's
engagement letter with the investment banker, but the Company has
never received an invoice for either portion of the fee and neither
portion has been paid.

The Company's management discovered the error and discussed the
matters with the Company's independent registered public accounting
firm, Mayer Hoffman McCann P.C.  To correctly present the omitted
accrual, the Company's interim unaudited condensed consolidated
financial statements as of and for each of the quarters ended June
30, 2017 and Sept. 30, 2017 will be restated.

                     About Hooper Holmes

Founded in 1899, Hooper Holmes, Inc. --
http://www.hooperholmes.com/-- is a publicly-traded New York
corporation that provides health risk assessment services.  The
Company provides on-site screenings and flu shots, laboratory
testing, risk assessment, and sample collection services to
individuals as part of comprehensive health and wellness programs
offered through organizations sponsoring such programs including
corporate and government employers, health plans, hospital systems,
health care management companies, wellness companies, brokers and
consultants, disease management organizations, reward
administrators, third party administrators, clinical research
organizations and academic institutions.  Through its comprehensive
health and wellness services, the Company also provides telephonic
health coaching, access to a wellness portal with individual and
team challenges, data analytics, and reporting services.  The
Company contracts with health professionals to deliver these
services nationwide, all of whom are trained and certified to
deliver quality service.  Hooper Holmes is headquartered in Olathe,
Kansas.

Mayer Hoffman McCann P.C., in Kansas City, Missouri, the Company's
independent accounting firm, 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, negative cash flows from operations and other
related liquidity concerns, which raises substantial doubt about
the Company's ability to continue as a going concern.

Hooper Holmes reported a net loss of $10.32 million on $34.27
million of revenues for the year ended Dec. 31, 2016, compared to a
net loss of $10.87 million on $32.11 million of revenues for the
year ended Dec. 31, 2015.  As of Sept. 30, 2017, Hooper Holmes had
$37.20 million in total assets, $42.11 million in total liabilities
and a total stockholders' deficit of $4.91 million.


HOTELS OF STAFFORD: Case Summary & 2 Unsecured Creditors
--------------------------------------------------------
Debtor: Hotels of Stafford, LLP
        1220 Brookville Way
        Indianapolis, IN 46239

Business Description: Hotels of Stafford, LLP, a Single Asset Real

                      Estate (as defined in 11 U.S.C. Section
                      101(51B)), is the fee simple owner of an
                      undeveloped parcel of real estate located in
                      Sugar Land, Texas, having an expert
                      valuation of $1.2 million.

Chapter 11 Petition Date: April 2, 2018

Case No.: 18-02329

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

Judge: Hon. James M. Carr

Debtor's Counsel: KC Cohen, Esq.
                  KC COHEN, LAWYER, PC
                  151 N Delaware St Ste 1106
                  Indianapolis, IN 46204
                  Tel: 317-715-1845
                  Fax: 317-916-0406
                  Email: kc@esoft-legal.com
                         kc@smallbusiness11.com

Total Assets: $1.20 million

Total Liabilities: $1.44 million

The petition was signed by Sanjay Patel, manager.

A full-text copy of the petition containing, among other items, a
list of the Debtor's two unsecured creditors is available for free
at:

               http://bankrupt.com/misc/insb18-02329.pdf


HOUGHTON MIFFLIN: Bank Debt Trades at 8.79% Off
-----------------------------------------------
Participations in a syndicated loan under which Houghton Mifflin
Harcourt Publishers Inc. is a borrower traded in the secondary
market at 91.21 cents-on-the-dollar during the week ended Friday,
March 29, 2018, according to data compiled by LSTA/Thomson Reuters
MTM Pricing. This represents a decrease of 1.26 percentage points
from the previous week. Houghton Mifflin pays 300 basis points
above LIBOR to borrow under the $800 million facility. The bank
loan matures on May 29, 2021. Moody's rates the loan 'Caa2' and
Standard & Poor's gave a 'B' rating to the loan. The loan is one of
the biggest gainers and losers among 247 widely quoted syndicated
loans with five or more bids in secondary trading for the week
ended Friday, March 29.


HOUSTON AMERICAN: Incurs $2.03 Million Net Loss in 2017
-------------------------------------------------------
Houston American Energy Corp. filed with the Securities and
Exchange Commission its Annual Report on Form 10-K reporting a net
loss of $2.03 million on $630,392 of oil and gas revenue for the
year ended Dec. 31, 2017, compared to a net loss of $2.64 million
on $165,910 of oil and gas revenue for the year ended
Dec. 31, 2016.

As of Dec. 31, 2017, Houston American had $7.56 million in total
assets, $236,560 in total liabilities and $7.32 million in total
shareholders' equity.

At Dec. 31, 2017, the Company had a cash balance of $392,062 and
working capital of $591,703 compared to a cash balance of $481,172
and working capital of $423,795 at Dec. 31, 2016.

Operating activities used cash of $1,716,847 during 2017 compared
to $1,297,153 of cash used during 2016.  The change in cash used in
operations was primarily attributable to period to period changes
in operating assets and liabilities, in particular, an increase in
accounts receivable of $347,548 relating to sales from our Reeves
County properties commencing late in the fourth quarter of 2017.

Investing activities used $4,412,456 of cash during 2017 compared
to $209,222 of cash used during 2016.  The increase in cash used in
investing activities is attributable to investments in the
Company's Reeves County properties, including acquisition of
acreage ($1,043,977) and investments in drilling and completion of
our first two wells and construction of associated infrastructure
($3,368,479).

Financing activities provided cash of $6,040,193 during 2017
compared to $135,973 of cash used during 2016.  The change in cash
flow from financing activity reflects the receipt of gross funds
from the sale, during 2017, of Common Stock under our ATM Offering
($4,101,013), Series A Preferred Stock ($1,200,000), Series B
Preferred and Series B Warrants ($909,600), and Bridge Loan Notes
and Bridge Loan Warrants ($570,000), partially offset by the
payment of dividends on the Series A and Series B Preferred Stock
($140,420) and repayment of Bridge Loan Notes ($600,000), while
funds were used during 2016 for the purchase of treasury stock.

At Dec. 31, 2017, the Company had long-term liabilities of $84,903
as compared to $27,444 at Dec. 31, 2016.  Long-term liabilities, as
of Dec. 31, 2017, consisted of a reserve for plugging costs of
$35,658 and deferred rent of $49,245.

During 2017, the Company invested $4,512,353 for the acquisition
and development of oil and gas properties, consisting of (1) cost
of acquisition of U.S. properties $1,043,977, principally
attributable to acreage acquired in Reeves County, Texas, (2) cost
of drilling and hydraulic fracturing of, and construction of gas
sales lines to, its Johnson State #1H well and O'Brien #3H well,
totaling in the aggregate $3,443,222, and (3) preparation and
evaluation costs in Colombia of $25,154.  Of the amount invested,
we capitalized $25,154 to oil and gas properties not subject to
amortization and $4,487,199 to oil and gas properties subject to
amortization.

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

                       https://is.gd/AeEPoD

                   About Houston American Energy

Based in Houston, Texas, Houston American Energy Corp.
(NYSEMKT:HUSA) -- http://www.HoustonAmericanEnergy.com/-- is an
independent energy company with interests in oil and natural gas
wells, minerals and prospects.  The Company's business strategy
includes a property mix of producing and non-producing assets with
a focus on the Permian (Delaware) Basin in Texas, Louisiana and
Colombia.


ICONIX BRAND: Approves 2018 Awards under Long Term Incentive Plan
-----------------------------------------------------------------
The Compensation Committee of the Board of Directors of Iconix
Brand Group, Inc. has approved long-term incentive compensation
grants for 2018 consisting of (i) equity awards in the aggregate
target amount of 2,241,828 shares based on the closing price of the
Company's common stock on the Grant Date ($1.38 per share) and (ii)
cash awards in the aggregate amount of $3,093,750, to certain
employees, including its named executive officers, under its
Amended and Restated 2016 Omnibus Incentive Plan, which were
awarded on March 26, 2018.  With respect to each grantee, 50% of
the award was in the form of performance stock units and 50% of
such award was in the form of cash.  Given the limited availability
of shares of common stock of the Company available for grant under
the Omnibus Incentive Plan and the number of shares of common stock
of the Company required to be reserved for issuance in connection
with the issuance of the Company's 5.75% Convertible Senior
Subordinated Secured Second Lien Notes due 2023, the Compensation
Committee determined to provide for a portion of the 2018 LTIP
Grants to be paid in cash in the form of Cash Grants as opposed to
in the form of restricted stock units as had been the case
historically.

The total PSUs listed below comprising the 2018 LTIP Grants assumes
shares for PSUs are paid out at "target" level and the amount of
Cash Grant assumes that the employee is employed for the the
two-year vesting period.  The target PSUs and Cash Grants granted
to the Company's named executive officers on the Grant Date are as
follows:

    Name                       Target PSUs       Cash Grants
    ----                       -----------       -----------
    John Haugh                   797,101         $1,100,000
    David Jones                  217,391         $300,000
    Jason Schaefer               181,159         $250,000

      Summary of Material Terms of Cash Grants and PSUs

The Cash Grants comprising the 2018 LTIP Grants vest in 48 equal
bi-monthly installments on the 15th and last days of each month,
beginning March 31, 2018 and ending March 15, 2020, subject in each
case to continued employment through the applicable vesting date.
Each installment is paid within 15 days of the applicable vesting
date.  Upon the end of an employee's employment with the Company,
any remaining unpaid portion of the Cash Grant is forfeited.

The PSUs represent the target award share amount applicable to the
2018 LTIP Grants.  Subject to Company's TSR performance, the actual
number of stock units that may be earned range from 0%-150% of the
number of Target PSUs.  The PSUs vest based on performance metrics
approved by the Compen sation Committee over three separate
performance periods, commencing on January 1 of each of 2018, 2019
and 2020 and ending on December 31 of each of 2018, 2019 and 2020,
which, for each such performance period, are based on the Company's
achievement of an aggregate adjusted operating income performance
target to be set by the Compensation Committee prior to March 30 of
each applicable performance period, and continued employment
through the Settlement Date.  The vested portion of the PSUs will
settle as promptly as practicable following March 30, 2021 and in
all events on or prior to Dec. 31, 2021.

If the Company's annual total shareholder return during any
performance period is within the bottom quartile of its competitive
group using the compensation peer frame most recently approved by
the Compensation Committee, the maximum number of shares that can
be earned is 100% of target.  If the Company's annual total
shareholder return during any performance period is within the top
quartile of its competitive group using the compensation peer frame
most recently approved by the Compensation Committee, the maximum
number of shares that can be earned is 200% of target.

On a change in control prior to the Settlement Date, (i) the PSUs
(if any) earned with respect to any completed performance period
shall convert into time-vesting restricted stock units based on the
cumulative actual operating income performance versus the original
target performance, (ii) the PSUs with respect to any performance
period that has not commenced will convert into time-vesting RSUs
at the target performance level, (iii) if such change in control
occurs between January 1 and June 30 of any of calendar years 2018,
2019 or 2020, the PSUs with respect to the then-current performance
period shall convert into time-vesting RSUs at the target
performance level and (iv) if such change in control occurs between
July 1 and December 31 of any of calendar years 2018, 2019 or 2020,
the PSUs with respect to the then-current performance period will
convert to time-vesting RSUs based on the cumulative actual
operating income performance versus the original target
performance, and prorated for the completed portion of the
performance period as of the date of such change in control.  
Time-vesting RSUs generally vest on March 30, 2021, provided that
vesting shall accelerate in the event of an involuntary termination
without cause within 24 months following a change in control or if
the awards are not assumed or substituted upon such change in
control.

                  2018 Annual Incentive Plan

On March 29, 2018, the Compensation Committee of the Company
approved Annual Incentive Plan targets for cash bonuses to
employees in respect of 2018, including named executive officers.
For all named executive officers, the targets are based on
achievement of performance goals weighted as follows: 37.5% Company
non-GAAP net income, 37.5% Company revenue and 25% based on
performance objectives specific to the individual.

The base salaries and target/maximum percentage payouts in effect
for each of the named executive officers at the time of the AIP are
as follows:


  Named Executive Officer           Base Salary   Target/Maximum
  -----------------------           -----------   --------------
  John Haugh                        $1,000,000      100%/200%
  David Jones                       $620,000        65%/130%
  Jason Schaefer                    $500,000        65%/130%

                          About Iconix Brand

Broadway, New York-based Iconix Brand Group, Inc. --
http://www.iconixbrand.com/-- is a brand management company and
owner of a diversified portfolio of over 30 global consumer brands
across the women's, men's, entertainment, home and international
segments.  The Company's business strategy is to maximize the value
of its brands primarily through strategic licenses and joint
venture partnerships around the world, as well as to grow the
portfolio of brands through strategic acquisitions.  Iconix Brand
owns, licenses and markets a portfolio of consumer brands
including: Candie's, Bongo, Joe Boxer, Rampage, Mudd, London Fog,
Mossimo, Ocean Pacific/OP, Danskin/Danskin Now, Rocawear/Roc
Nation, Cannon, Royal Velvet, Fieldcrest, Charisma, Starter,
Waverly, Ecko Unltd/Mark Ecko Cut & Sew, Zoo York, Umbro, Lee
Cooper, and Artful Dodger; and interests in Material Girl, Ed
Hardy, Truth or Dare, Modern Amusement, Buffalo, Hydraulic, and
PONY.

Iconix Brand incurred a net loss attributable to the Company of
$489.3 million in 2017, a net loss attributable to the Company of
$252.1 million in 2016 and a net loss attributable to the Company
of $186.5 million in 2015.  As of Dec. 31, 2017, Iconix Brand had
$870.51 million in total assets, $891.2 million in total
liabilities, $30.28 million in redeemable non-controlling
interests, and a total stockholders' deficit of $50.97 million.

Due to certain developments, including the decision by Target
Corporation not to renew the existing Mossimo license agreement
following its expiration in October 2018 and by Walmart, Inc. not
to renew the existing Danskin Now license agreement following its
expiration in January 2019, and the Company's revised forecasted
future earnings, the Company forecasted that it would unlikely be
in compliance with certain of its financial debt covenants in 2018
and that it may otherwise face possible liquidity challenges in
2018.  The Company said these factors raised substantial doubt
about its ability to continue as a going concern.  The Company's
ability to continue as a going concern is dependent on its ability
to raise additional capital and implement its business plan.


INSTITUCION SANTA ELENA: April 26 Plan, Disclosures Hearing
-----------------------------------------------------------
Judge Edward A. Godoy of the U.S. Bankruptcy Court for the District
of Puerto Rico conditionally approved Institucion Santa Elena Del
Monte Inc.'s disclosure statement filed on March 14, 2018 to
accompany its proposed chapter 11 plan.

Acceptances or rejections of the plan may be filed in writing by
the holders of all claims on/or before 14 days prior to the date of
the hearing on confirmation of the plan.

Any objection to the final approval of the disclosure statement
and/or the confirmation of the plan must be filed on/or before 14
days prior to the date of the hearing on confirmation of the plan.

A hearing for the consideration of the final approval of the
disclosure statement and the confirmation of the plan and of such
objections as may be made to either will be held on April 26, 2018,
at 9:30 a.m. at the United States Bankruptcy Court, Southwestern
Divisional Office, MCS Building, Second Floor, 880 Tito Castro
Avenue, Ponce, Puerto Rico.

The Debtor is a non-profit corporation that was incorporated on
July 24, 2009, as an assisted living facility, in the Department of
State of the Commonwealth of Puerto Rico and is presently a
corporation in good standing. Assisted living facilities are
regulated by the Department of Family Services in Puerto Rico.  The
debtor corporation offer a less-expensive, residential approach to
delivering many of the same services
available in skilled nursing, either by employing personal care
staff of contracting with home health agencies
and other outside professionals. The home is licence to house 16
persons and its’ current population is 11.
It mostly provides care for bedridden persons or who need help with
eating, cleanliness, and daily living
acitivites, etc. The debtor operates in the town of Guyanilla,
Puerto Rico.

Under the Plan, Class 2 - General unsecured creditors will receive
a distribution of 10% of their allowed claims, to be distributed as
per terms of plan.

Payments and distributions under the Plan will be funded by the
income from the debtor's continuation and operation of the
business.

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

        http://bankrupt.com/misc/prb17-04793-72.pdf

              About Institucion Sanata Elena

Institucion Santa Elena Del Monte, Inc. sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. D.P.R. Case No. 17-04793)
on July 5, 2017, disclosing less than $1 million in both assets and
liabilities.  The Debtor is represented by Nydia Gonzalez Ortiz,
Esq., at the Law Offices of Santiago & Gonzalez Law LLC.


INSTITUTE OF MANAGEMENT: Taps Ira H. Thomsen as Legal Counsel
-------------------------------------------------------------
Institute of Management and Resources, Inc., seeks approval from
the U.S. Bankruptcy Court for the Southern District of Ohio to hire
the Law Offices of Ira H. Thomsen as its legal counsel.

The firm will advise the Debtor regarding its duties under the
Bankruptcy Code; assist the Debtor in connection with any potential
property disposition; review and resolve claims; assist in the
preparation of a bankruptcy plan; advise the Debtor regarding the
use of cash collateral and related transactions; and provide other
legal services in connection with its Chapter 11 case.

The firm's hourly rates are:

         Ira Thomsen        $350
         Denis Blasius      $240
         Darlene Fierle     $225
         Elaine Landis      $225

Thomsen received a retainer in the sum of $15,000, plus $1,717 for
the filing fee prior to the petition date.  

Ira Thomsen, Esq., at Thomsen, disclosed in a court filing that he
does not hold or represent any interests adverse to the Debtor and
its estate.

The firm can be reached through:

     Denis E. Blasius, Esq.
     Ira H. Thomsen, Esq.
     Elaine M. Landis, Esq.
     Darlene E. Fierle, Esq.
     140 North Main Street, Suite A
     P.O. Box 639
     Springboro, OH 45066
     Tel: 937-748-5001
     Fax: 937-748-5003
     E-mail: dblasius@ihtlaw.com

           About Institute of Management and Resources

Institute of Management and Resources, Inc., is a tax-exempt,
nonprofit corporation that provides management consulting services
to educational institutions.

Institute of Management and Resources sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. S.D. Ohio Case No.
18-30821) on March 22, 2018.  In the petition signed by Katie
Harvey, secretary, the Debtor estimated assets and liabilities of
$1 million to $10 million.  Judge Beth A. Buchanan presides over
the case.


INTEGRO PARENT: Moody's Affirms B3 CFR; Outlook Stable
------------------------------------------------------
Moody's Investors Service has affirmed the B3 corporate family
rating and B3-PD probability of default rating of Integro Parent
Inc. (Integro) following the company's announcement of plans to
increase its senior secured first-lien term loan by $72 million and
its second-lien term loan by $27 million to help fund the
acquisition of Hawkes Bay Holdings Ltd (Hawkes), parent of Tyser &
Co Ltd (Tysers), a specialist Lloyd's insurance broker.

Funding sources for the acquisition will include borrowings under
the credit facilities, equity contributed by private equity sponsor
Odyssey Investment Partners, and equity rolled over by company
managers/employees. Integro will use this funding to purchase all
the equity of Hawkes and pay related fees and expenses. Based on
changes in the company's funding mix, Moody's has downgraded the
upsized first-lien term loan and its existing revolving credit
facility to B2 from B1, and has affirmed the Caa2 rating on the
upsized second-lien term loan.

RATINGS RATIONALE

The affirmation of Integro's ratings reflects its expertise in
providing specialty insurance brokerage serving mainly large and
medium sized businesses across the US, Bermuda and the UK.
Integro's London operations have grown significantly since 2014 and
have helped offset profitability challenges in the US. The merger
of Integro's UK wholesale and retail operations with Tysers raises
the company's wholesale market presence and strengthens its
position in European and Asian markets. The combined UK businesses
will represent approximately 60% of Integro's revenue. The purchase
represents the company's largest acquisition to date, exposing it
to heightened integration and contingent risks.

During 2017, Integro implemented a plan to improve its revenue
growth and operating efficiency particularly in its US operations,
while boosting its liquidity from the sale of its Canadian
operation. Nevertheless, the rating agency expects its leverage
metrics to remain aggressive with a high debt-to-EBITDA ratio,
limited fixed charge coverage and weak cash flow metrics. Moody's
expects it will take time for Integro to deliver stronger earnings
and credit metrics.

Giving effect to the proposed acquisition, Moody's estimates that
Integro's debt-to-EBITDA ratio will be above 7.5x, including its
existing contingent earnout obligations as debt, along with other
standard accounting adjustments. (EBITDA - capex) interest coverage
will be in the range of 1.2x-1.5x, and the free-cash-flow-to-debt
ratio will be in the low single digits before contingent earnout
payments. Moody's expects the company to reduce its leverage below
7.5x over the next few quarters through organic growth plus modest
synergies with the Tysers operations. As part of the transaction,
the company is increasing its revolver capacity by $30 million to a
total of $80 million. For 2018, the company expects to pay large
contingent earnouts, partly funded through revolver borrowings.

Factors that could lead to an upgrade of Integro's ratings include:
(i) debt-to-EBITDA ratio below 6x, (ii) (EBITDA - capex) coverage
of interest exceeding 2x, and (iii) free-cash-flow-to-debt ratio
exceeding 5%.

Factors that could lead to a rating downgrade include: (i)
debt-to-EBITDA ratio remaining above 7.5x, (ii) (EBITDA - capex)
coverage of interest below 1.2x, or (iii) free-cash-flow-to-debt
ratio below 2% on a sustained basis.

Moody's has affirmed the following ratings (and loss given default
(LGD) assessment):

Corporate family rating at B3;

Probability of default rating at B3-PD;

$147 million (including the incremental borrowing of $27 million)
second-lien senior secured term loan at Caa2 (LGD5), maturing in
October 2023.

Moody's has downgraded the following ratings:

$27.5 million (reflecting reduction from $50 million) first-lien
senior secured revolving credit facility to B2 (LGD3) from B1
(LGD3), maturing in October 2020;

$337 million (including the incremental borrowing of $72 million)
first-lien senior secured term loan to B2 (LGD3) from B1 (LGD3),
maturing in October 2022;

Moody's has assigned the following ratings:

$52.5 million (including extension of $22.5 million of existing
facility plus incremental capacity of $30 million) first-lien
senior secured revolving credit facility at B2 (LGD3), maturing in
October 2021.

The rating outlook for Integro is stable.

The principal methodology used in these ratings was Insurance
Brokers and Service Companies published in September 2017.

Integro, based in New York City, is an international specialty
insurance brokerage and risk management firm with a range of
industry and product specialties. The company generated total
revenues of $273 million in 2017.


INTEGRO PARENT: S&P Affirms 'B-' ICR & Alters Outlook to Positive
-----------------------------------------------------------------
S&P Global Ratings said it affirmed its 'B-' issuer credit rating
on Integro Parent Inc. and Integro Group Holdings LP (Integro) and
revised the outlook to positive from stable.

S&P said, "At the same time, we affirmed our 'B-' issue-level
rating and '3' recovery rating  on Integro's $337 million first
lien term loan, which includes a proposed $72 million incremental
fungible add-on to finance the transaction, and on the company's
revolver, which has been amended to $80 million with a maturity
extension to 2021. We also affirmed our 'CCC+' issue level rating
and '5' recovery rating to Integro's $147 million second lien term
loan, which includes a proposed $27 million incremental fungible
add-on to finance the transaction."  

On a stand-alone basis, Integro saw favorable organic growth of
3.4% through year-end 2017 following consecutive quarters of
deteriorating operating performance. Its credit protection metrics,
while still weak, improved through somewhat improved margins
resulting from expense management initiatives and higher revenue
from new business. S&P believes the company's organic growth
momentum combined with the somewhat de-levering Tysers' acquisition
provides the company additional opportunity to achieve growth,
profitability, and credit protection measure gains.

S&P said, "The positive outlook reflects our expectation that
Integro's key credit metrics will likely show material improvement
in 2018 from the deleveraging Tysers transaction, as well continued
organic growth and profitability. We expect low-single-digit
organic growth from new business and retention initiatives, as well
as modestly improving margins (22%-26%) from efficiency gains and
synergies with Tysers. We expect the company to use discretionary
free cash flow for a mix of acquisitions to stimulate growth,
leading to adjusted leverage near 7.0x and adjusted EBITDA interest
coverage of about 2.0x in 2018, with further improvements
thereafter.

"We could raise the rating in the next 12 months if Integro
successfully de-levers below 7.0x-7.5x with coverage of at least 2x
through demonstrated positive organic growth, strengthening
margins, and successful integration of Tysers.

"We could revise the outlook to stable in the next 12 months if
Integro is unable to execute successfully on its recent acquisition
of Tysers and its expense management initiatives and if it can't
achieve organic growth with improving margins, resulting in our
belief that leverage will be sustained above 7.5x and coverage
below 2x. We could lower our ratings in the next 12 months if the
capital structure becomes unsustainable through credit measure
erosion including debt to EBITDA nearing 10x or interest coverage
falling below 1.5x; or if liquidity becomes constrained so that
sources fail to cover at least 1.2x of needs."


INTERNATIONAL TEXTILE: Moody's Assigns B1 Corporate Family Rating
-----------------------------------------------------------------
Moody's Investors Service assigned a B1 Corporate Family Rating
(CFR) and B1-PD Probability of Default Rating (PDR) to
International Textile Group, Inc. ("ITG"). Concurrently, Moody's
assigned a B1 rating to ITG's proposed $575 million first lien
senior secured term loan, and a B3 rating to the proposed $135
million senior secured second lien term loan. The ratings outlook
is stable. This is a first time rating on the company.

The proceeds from the new debt issuance will be used along with new
sponsor equity fund the proposed acquisition of American & Efird
Global Holdings, LLC ("A&E"), repay existing debt, and pay related
fees and expenses. The assigned ratings remain subject to Moody's
review of the final terms and conditions of the proposed financing
that is expected to close in late April 2018.

Moody's assigned the following ratings to International Textile
Group, Inc.:

-- Corporate Family Rating at B1

-- Probability of Default Rating at B1-PD

-- Proposed $575 million Senior Secured First Lien Term Loan at
    B1 (LGD3)

-- Proposed $135 million Senior Secured Second Lien Term Loan at
    B3 (LGD5)

-- Outlook at stable

RATINGS RATIONALE

The B1 Corporate Family Rating favorably reflects the strategic
benefits of the transaction, which combines a leading producer of
denim, worsted wool, automotive safety and other industrial fabrics
with a leading manufacturer and distributor of premium sewing
threads. The combined company will have a solid market position in
the fragmented global textile and threads producing markets, and
will benefit from larger combined scale, as well as more diverse
product offering, end markets and geographical sales channels. When
combined with established long-term key customer relationships,
this should lead to improved stability of revenue. Liquidity is
good, with balance sheet cash and cash flow from operations
expected to be more than sufficient to cover working capital,
capital expenditure and debt amortization needs over the next
twelve months.

The rating is constrained by the increased debt load associated
with such a large, transformative transaction. ITG will be more
than doubling its revenue; although, integration risk will be
modest. Pro forma leverage is high, with lease-adjusted
debt/EBITDAR of around 5.3x and EBITA/Interest around 1.9x.
Exposure to volatile commodity prices such as cotton and oil-based
synthetic fibers is a key credit concern. Despite some proven
ability to pass through modest cost increases to customers,
earnings could become challenged if key inputs rise rapidly and/or
significantly. Private equity ownership also gives rise to event
risk, particularly debt-financed dividends or acquisitions, which
could negatively impact the company's de-leveraging capability.

The B1 rating assigned to the proposed first lien term loan reflect
its first priority lien on all capital stock of the borrowers and
domestic subsidiaries, 65% of the voting stock of each first-tier
foreign subsidiary, and substantially all assets of the borrowers
and guarantors, except inventory and accounts receivable, on which
it will have a second lien behind the proposed $125 million
asset-based revolving credit facility ("ABL"). The term loan is
guaranteed by ITG's immediate parent company, Project Ivory
Intermediate Holdings II Corporation, and material domestic
subsidiaries. The B3 rating assigned to the proposed second lien
term loan reflects its junior position in the proposed capital
structure.

The stable outlook reflects Moody's expectation for modest revenue
and earnings growth leading to improved credit metrics over the
next 12 to 18 months.

Ratings could be downgraded if the company's operating performance
were to turn negative, particularly if revenue and operating
margins were to decline, or liquidity weaken. More aggressive
financial policies, such as material debt funded acquisitions or
dividends, could also lead to a downgrade. Ratings could be lowered
if the company is unable to reduce lease-adjusted debt/EBITDA close
to 5.0x by the end of 2018, or if EBITA/interest expense were to
fall below 1.75x on a sustained basis.

Given the company's high pro forma leverage, private equity
ownership and exposure to volatile commodity prices, a ratings
upgrade is unlikely over the near term. Factors that could warrant
consideration of an upgrade over time include sustained growth in
revenue and profitability, improved diversity, maintaining very
good liquidity, and demonstrating conservative financial policies,
including the use of free cash flow for debt reduction.
Quantitative metrics include lease-adjusted debt/EBITDA sustained
below 4.5 times or EBITA/interest expense above 2.5 times.

International Textile Group, Inc., headquartered in Greensboro,
North Carolina, is a global textiles company serving diverse end
markets, including, apparel, denim, military, fire, auto and
industrials, through its product offering of denim, wool,
performance and technical textiles. ITG is a direct subsidiary of
Project Ivory Intermediate Holdings II Corporation. Through
indirect parent, Project Ivory Holding Corporation, the company is
owned by private equity firm Platinum Equity, LLC.

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


INTERNATIONAL TEXTILE: S&P Assigns 'B' CCR, Outlook Stable
----------------------------------------------------------
U.S.-based International Textile Group Inc. (ITG) is looking to
issue debt to fund the $582 million acquisition of global sewing
thread manufacturer American & Efird Global Holdings LLC (A&E) and
refinance its existing debt.

S&P Global Ratings assigned its 'B' corporate credit rating to
Greensboro, N.C.-based International Textile Group Inc. The outlook
is stable.

S&P said, "At the same time, we assigned our 'B' issue-level and
'3' recovery ratings to the company's proposed $575 million
first-lien term loan due in 2025. Our '3' recovery rating indicates
our expectation that lenders would receive meaningful (50% to 70%,
rounded estimate 50%) recovery in the event of a payment default.
Concurrently, we assigned our 'B-' issue-level and '5' recovery
ratings to the company's proposed $135 million second-lien term
loan due in 2026. Our '5' recovery rating indicates our expectation
that lenders would receive modest (10% to 30%, rounded estimates
15%) recovery in the event of a payment default."

The company expects to use the proceeds from the term loans, along
with $30 million of new common equity from Platinum Equity
partners, to fund the purchase of A&E, refinance $100 million of
existing debt, and cover fees and place some cash on the balance
sheet.

S&P estimates the company will have roughly $820 million of
adjusted debt at the close of the transaction.

The ratings are based on preliminary terms and are subject to
review upon receipt of final documentation.

The ratings on ITG reflect the company's narrow product focus in
the fabric and sewing threads industry, participation in a highly
competitive and fragment global textile industry, and exposure to
input cost price volatility, primarily cotton and oil. The ratings
also reflect its high debt levels with debt-to-EBITDA between 5x
and 6x. S&P said, "We believe the combination of ITG and A&E should
present minimal integration risk as both companies will retain
separate operations, including separate CEOs and senior management
teams, and there will be no manufacturing site consolidations at
this time. The company anticipates minimal cost synergies of
roughly $16 million. As a result, we believe the company should be
able to improve operating margins by 100 basis points (bps) in 2019
from purchasing rationalization, manufacturing best practices, and
some back office consolidation."

S&P said, "The stable outlook reflects our expectation that there
will be minimal integration risk with the A&E acquisition. Pro
forma for the transaction, we expect the company's debt-to-EBITDA
to be around 6x. We expect the company's EBITDA to improve by 100
basis points (bps) and debt-to-EBITDA to decrease to low- to mid-5x
range by 2019 after back office consolidation and
purchasing-related synergies.

"We could lower our ratings if ITG's results worsen as a result of
unexpected loss of key customer contracts due to operational
missteps or unforeseen softness in the global apparel industry, or
a sudden and severe increase in their raw material costs, causing
EBITDA to deteriorate by 15% and debt-to-EBITDA to increases to
over 7x. Alternatively, we could also lower our ratings if the
company's financial policy becomes more aggressive, such that
debt-to-EBITDA rises to over 7x. We estimate debt would need to
increase by approximately $150 million from current levels for this
to occur.

"Although unlikely during the next 12 months, given the company's
high debt levels and private equity ownership, we could raise our
ratings if ITG's operational results improve such that
debt-to-EBITDA falls to below 5x. We estimate EBITDA would need to
increase by approximately 20% from current levels. Additionally, we
would also need to see debt-to-EBITDA sustained under 5x without a
debt-funded shareholder return to demonstrate the financial
sponsor's commitment to operating the company at a lower leverage
level."


INTERNATIONAL TRADING: Voluntary Chapter 11 Case Summary
--------------------------------------------------------
Debtor: International Trading Group, LLC
        P O Box 15871
        Newport Beach, CA 92659

Business Description: International Trading Group, LLC listed its
                      business as a Single Asset Real Estate
                      (as defined in 11 U.S.C. Section 101(51B)).
                      The Company is the fee simple owner of a
                      real property located at 709 Olima Street
                      Sausalito, CA 94965, having an appraised
                      value of $1.51 million.

Chapter 11 Petition Date: April 4, 2018

Case No.: 18-11188

Court: United States Bankruptcy Court
       Central District of California (Santa Ana)

Judge: Hon. Scott C Clarkson

Debtor's Counsel: Bert Briones, Esq.
                  RED HILL LAW GROUP
                  38 Corporate Park Ste 31
                  Irvine, CA 92606
                  Tel: 714-733-4455
                  Fax: 714-733-4450
                  Email: helpdesk@redhilllawgroup.com
                         bb@redhilllawgroup.com

Total Assets: $1.52 million

Total Liabilities: $1.08 million

The petition was signed by Julian Del Valle, managing member.

The Debtor said it has no unsecured creditors.

A full-text copy of the petition containing, among other items, a
list of the Debtor's 20 largest unsecured creditors is available
for free at: http://bankrupt.com/misc/cacb18-11188.pdf


KIMBALL HILL: SMS Bid to Implead GSSI Partly Granted
----------------------------------------------------
Judgment assignee SMS Financial J, LLC, moved for an order invoking
supplementary proceedings in the action captioned KHI LIQUIDATION
TRUST, Plaintiff, v. G. STONE CONSTRUCTION, INC., Defendant, Case
No. 8:17-mc-131-T-35AAS (M.D. Fla.) impleading third party, Gene
Stone Construction, LLC, and for issuance of a notice to appear.
After due consideration, Magistrate Judge Amanda Arnold Sansone
grants in part and denies in part SMS' motion.

The United States Bankruptcy Court for the Northern District of
Illinois entered judgment in favor of KHI Liquidation Trust against
G. Stone Construction, Inc. in the Chapter 11 case In re: Kimball
Hill, Inc., et al., N.D. Ill. Bankr. Case No. 08-10095. KHI
assigned its rights, title, and interest in the Judgment to SMS,
and the Bankruptcy Court entered an Assignment of Judgment. SMS
then filed a judgment lien certificate with Florida's Secretary of
State. SMS' manager declares that G. Stone Construction, Inc. has
failed to satisfy the Judgment.

Under Florida law, judgment creditors who file a motion and an
affidavit stating that they hold an unsatisfied judgment or
judgment lien are entitled to proceedings supplementary to
execution. Therefore, all that is required to initiate proceedings
supplementary is that "the judgment creditor has an unsatisfied
judgment and file an affidavit averring that the judgment is valid
and outstanding."

Here, SMS's manager declares that G. Stone Construction, Inc. has
failed to satisfy the Judgment, and that the Judgment and Judgment
Lien Certificate "remain valid, outstanding, and unsatisfied."
Accordingly, SMS is entitled to proceedings supplementary to
execution, and the motion is granted as to this request.

The applicable statute requires the judgment creditor to, either in
the initial motion and affidavit or in a supplemental affidavit,
"describe any property of the judgment debtor not exempt from
execution in the hands of any person or any property, debt, or
other obligation due to the judgment debtor which may be applied
toward the satisfaction of the judgment."

Here, the motion and affidavit of SMS's manager lack any
description of Gene Stone Construction, LLC's property that may be
applied toward the satisfaction of the Judgment required by Section
56.29(2). Accordingly, the statutory requirements, as amended in
2016, have not been met for the court to issue a notice to appear
to Gene Stone Construction, LLC. Therefore, SMS's requests for the
court to implead Gene Stone Construction., LLC, and to issue a
Notice to Appear is denied without prejudice to SMS to include the
required property descriptions in a supplemental affidavit.

A full-text copy of the Court's March 8, 2018 Order is available at
https://is.gd/Cq0bLe from Leagle.com.

KHI Liquidation Trust, Plaintiff, Pro Se.

SMS Financial J, LLC., Claimant, represented by Riley W. Cirulnick
-- rcirulnick@rprslaw.com -- Rice Pugatch Robinson Storfer & Cohen
PLLC.

                     About Kimball Hill

Headquartered in Rolling Meadow, Illinois, Kimball Hill Inc. --
http://www.kimballhillhomes.com/-- was one of the largest
privately-owned homebuilders and one of the 30 largest homebuilders
in the United States, as measured by home deliveries and revenues,
before filing for bankruptcy.  The company operated within 12
markets, including, among others, Chicago, Dallas, Fort Worth,
Houston, Las Vegas, Sacramento and Tampa, in five regions: Florida,
the Midwest, Nevada, the Pacific Coast and Texas.

Kimball Hill, Inc., and 29 of its affiliates filed for Chapter 11
protection on April 23, 2008 (Bankr. N.D. Ill. Lead Case No.
08-10095).  Ray C. Schrock, Esq., at Kirkland & Ellis LLP,
represents the Debtors in their restructuring efforts.  The
Debtors' consolidated financial condition as of Dec. 31, 2007,
reflected total assets of $795,473,000 and total debts
$631,867,000.

Kimball Hill filed a Chapter 11 plan of liquidation on Dec. 2,
2008, which provides for the winding down of the Debtors' business
through a liquidation trust.  With the support of the official
committee of unsecured creditors and the company's senior lenders
(estimated to recover 37% to 48% of their claims), the plan was
confirmed on March 12, 2009, and took effect 12 days later.  U.S.
Bank National Association was appointed as trustee for the
Liquidation Trust.


KITTERY POINT: Bankr. Court Junks Suit vs Bayview and T. Enright
----------------------------------------------------------------
Since 2009, Kittery Point Partners has believed that it was harmed
by certain actions of Todd Enright and Bayview Loan Servicing. In
2011, Kittery Point sued Bayview in state court. Unhappy with the
results of that litigation, Kittery Point started a chapter 11 case
in June 2017 and then commenced the adversary proceeding captioned
Kittery Point Partners, LLC, Plaintiff, v. Bayview Loan Servicing
LLC & Todd Enright, Defendants, Adv. Proc. No. 17-2065 (Bankr. D.
Me.) against Bayview and Enright. Both defendants have moved for
dismissal under Fed. R. Civ. P. 12(b)(6). Bankruptcy Judge Michael
A. Fagone granted the defendants' motions.

Kittery Point and Bayview are both limited liability companies.
Enright is an individual. Enright created Kittery Point in 2005 for
the ostensible purpose of facilitating a section 1031 like-kind
exchange involving certain real property in Kittery Point, Maine.
At that time, James Austin was the owner of the Property, and
Enright was a trusted advisor to James Austin and his wife, Tudor.
Enright advised the Austins that they could defer their tax
exposure on the Property if they transferred it to an entity for
some time. But, Enright's intent behind his 1031 proposal was to
swindle the Austins.

On March 1, 2005, Kittery Point did not exist as a legal entity.
Nevertheless, on that day, Enright caused Kittery Point to execute
a promissory note in the amount of $600,000 (the "Note") in favor
of Middlebury Equity Partners, an entity that was owned and
controlled by Enright. Enright also caused Kittery Point to grant a
mortgage on the Property to MEP (the "Mortgage") as security for
the Note. The Note and Mortgage were signed by Daniel Systo, a
handyman for MEP and/or Enright, allegedly in Systo's capacity as a
member of Kittery Point. The Mortgage contained a covenant and
warranty that Kittery Point owned the Property in fee simple and
had good right and title to convey that interest. However, as
noted, the execution of the Note and Mortgage predated Kittery
Point's creation as an entity and — as a necessary corollary —
predated Kittery Point's acquisition of any assets, including any
interest in the Property. Neither Kittery Point nor the Austins
received any consideration in exchange for the Note and Mortgage.
The Austins were not aware of and did not authorize the Note or the
Mortgage at the time of execution.

In Count I, Kittery Point seeks an order determining that the Note
and Mortgage are null and void, and asks the Court to disallow any
claims against Kittery Point, Kittery Point's estate, or the
Property that may be asserted by Bayview or Bayview's affiliates.
Kittery Point asserts that the Note and Mortgage are unenforceable
because, "inter alia," the Note and Mortgage were unsupported by
consideration and because Kittery Point did not exist when those
instruments were executed. Bayview asserts that these attacks on
the enforceability of the Note and Mortgage are barred by the
preclusive effect of the Superior Court Order.

The Court looks to Maine law to determine the preclusive effect of
the Superior Court Order. Under Maine law, claim preclusion "bars
the relitigation of claims if: (1) the same parties or their
privies are involved in both actions; (2) a valid final judgment
was entered in the prior action; and (3) the matters presented for
decision in the second action were, or might have been, litigated
in the first action." Generally, a judgment is final for preclusive
purposes despite the pendency of an appeal.

Kittery Point and Bayview were both parties to the state court
action, and the state court expressly directed the entry of a final
judgment as to all claims between Kittery Point and Bayview. The
first and second elements of claim preclusion are satisfied. To
determine whether the third element is also satisfied, the Court
considers whether the same "cause of action" at issue here was also
presented in state court. Under Maine law, a cause of action is
defined through a "transactional test" that examines whether the
claims "arose out of the same nucleus of operative facts" and
whether those facts constitute a "convenient trial unit." The state
law enforceability issues that Kittery Point raises in Count I are
plainly founded upon the same group of facts that Kittery Point
litigated in state court. The third element of claim preclusion is
also satisfied. Consequently, to the extent that Count I challenges
the enforceability of the Note and Mortgage on the state law
theories of lack of consideration and lack of corporate existence,
the count will be dismissed under the doctrine of claim
preclusion.

In Count VIII, Kittery Point asserts that it made payments to
Bayview "for no consideration, pursuant to the Note and Mortgage,
which are and were at all times null and void, and those funds
constitute property of Kittery Point's estate." In its prayer for
relief, Kittery Point asks the Court to enter an order "compelling
the turnover of all funds paid . . . to Bayview" and "compelling
turnover of the Note and Mortgage[.]" Bayview seeks dismissal of
Count VIII on the theory that the requested relief is barred by
principles of res judicata, and that the count otherwise fails to
state a claim.

Although the complaint does not identify any statutory foundation
for Count VIII, the Court assumes that this count is premised upon
11 U.S.C. section 542, which generally deals with turnover of
property of the estate. Section 542 only applies to property of the
estate; it does not apply to property that has been fraudulently
transferred before the petition date "because such property does
not become property of the estate until it has been recovered by
the estate." Here, there can be no serious dispute that Kittery
Point's resort to section 542 is inappropriate because any payments
made under the Note and Mortgage would only become property of the
estate upon avoidance of the Note and Mortgage. Count VIII will,
therefore, be dismissed for failure to state a claim.

Bayview's motion additionally seeks mandatory or discretionary
abstention with respects to Counts I, VI, and VIII. There is no
need to consider Bayview's request with respect to Counts VI or
VIII because both of those counts will be dismissed as to Bayview.
The last count for which Bayview seeks abstention is Count I, the
objection to claim. Although that count will also be dismissed,
that dismissal is without prejudice to Kittery Point's ability to
contest Bayview's claim on grounds other than the state law
theories of lack of consideration and lack of corporate existence.
To the extent that Count I is resurrected in the future, the Court
will not abstain from determining it.

A full-text copy of the Court's Memorandum of Decision dated March
9, 2018 is available at https://is.gd/v3Rnnt from Leagle.com.

Kittery Point Partners, LLC, Debtor, represented by David C.
Johnson, Marcus Clegg, Katherine Krakowka, Marcus Clegg & George J.
Marcus, Esq., Marcus Clegg.

Office of U.S. Trustee, U.S. Trustee, represented by Stephen G.
Morrell, Esq. -- Stephen.G.Morrell@usdoj.gov. -- Office of the U.S.
Trustee & Jennifer H. Pincus, Esq. -- Jennifer.H.Pincus@usdoj.gov.
-- Office of the United States Trustee.

                   About Kittery Point Partners

Kittery Point Partners, LLC is a Delaware limited liability company
with its principal place of business in Maine.  It owns real estate
on Kittery Point, Maine.

The Debtor sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. D. Maine Case No. 17-20316) on June 22, 2017.  Tudor
Austin, manager, signed the petition.

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

Judge Michael A. Fagone presides over the case.  Marcus Clegg
represents the Debtor as bankruptcy counsel.  The Debtor hired
Martin Associates, P.A. as its financial advisor.


LAKEVIEW VILLAGE: Fitch Rates $52.6MM Series 2018A Bonds 'BB+'
--------------------------------------------------------------
Fitch Ratings assigns a 'BB+' rating to the following City of
Lenexa, Kansas Health Care Facility Revenue bonds issued on behalf
of Lakeview Village, Inc. (Lakeview):

-- $52.6 million series 2018A.

Fitch also affirms the 'BB+' rating on Lakeview's outstanding
series 2007 and 2017A bonds issued through the City of Lenexa,
Kansas Health Care Facility.

The Rating Outlook is Stable.

The series 2018A bonds are expected to be issued as fixed rate.
Proceeds will be used to refund approximately $55.1 million of
Lakeview's currently outstanding series 2007 bonds, fund a debt
service reserve fund (DSRF) for the 2018A bonds and pay for costs
of issuance. The bonds are expected to sell via negotiation the
week of April 16.

SECURITY

The bonds will be secured by a pledge of unrestricted receivables,
leasehold interest on the existing facility and a DSRF.

KEY RATING DRIVERS

MANAGEBLE OCCUPANCY: The 'BB+' rating is reflective of Fitch's
continued concern surrounding Lakeview's independent living unit
(ILU) occupancy, which was 85% in fiscal 2017. Occupancy challenges
are attributed to a competitive operating environment, unit
marketability and limited pricing flexibility in the marketplace.

STABLE OPERATING PROFILE: Lakeview's operating profile has been
stable over the past four fiscal years. In fiscal 2017 (unaudited),
Lakeview posted a 99.9% operating ratio compared to the 101.3%
operating ratio from fiscal 2016. Despite challenged occupancy,
Lakeview's net operating margin (NOM) of 9.5% and 23.4%
NOM-adjusted were in line with the 'BBB' category medians, which
provides cushion for the 'BB+' rating.

IMPROVED LIQUIDITY: Lakeview's unrestricted cash and investments of
$30.7 million equated to 305 days cash on hand (DCOH), 42.5% cash
to debt and 6.3x cushion ratio, which improved when compared to
fiscal 2016 metrics of 295 DCOH, 39.9% cash to debt and 5.4x
cushion ratio. Liquidity has grown approximately 17% over the last
four years but remains below the 'BBB' medians of 396 DCOH, 61.5%
cash to debt and 8.0x cushion ratio.

BENEFITS FROM REFINANCING: The series 2018 transaction will provide
Lakeview with additional cash flow as the debt service savings are
almost $400 thousand per year. While MADS of $5.3 million in 2040
does not change following the refinancing, debt service payments
from fiscal 2019 to 2039 will realize the additional savings
resulting stronger actual annual debt service coverage.

RATING SENSITIVITIES

OPERATING STABILITY: Fitch expects Lakeview Village, Inc. to
maintain its solid operating performance over the medium term, but
the community has room at the current rating level for a certain
amount of operating volatility and strategic capital investments.

OCCUPANCY IMPROVEMENT: Given Lakeview Village, Inc.'s solid
operating performance at lower occupancy levels, any large
increases in occupancy that positively impact profitability, debt
service coverage and balance sheet strength may lead to upward
rating movement.


LANDMARK LIFE: A.M. Best Affirms B(fair) FSR, Outlook Positive
--------------------------------------------------------------
A.M. Best has revised the outlook to positive from stable for the
Long-Term Issuer Credit Rating (Long-Term ICR) and affirmed the
Financial Strength Rating (FSR) of B (Fair) and the Long-Term ICR
of "bb" of Landmark Life Insurance Company (Landmark Life)
(Brownwood, TX). The outlook of the FSR remains stable.

The Credit Ratings (ratings) reflect Landmark Life's balance sheet
strength, which A.M. Best categorizes as strong, as well as its
marginal operating performance, limited business profile and weak
enterprise risk management (ERM).

The company benefits from its strong balance sheet, which is mainly
attributed to the very strong level of risk-adjusted
capitalization, high quality of capital, and a conservative
investment portfolio. Despite a low level of financial flexibility
and the higher reinsurance leverage, Landmark Life has a favorable
level of liquidity to meet its contractual obligations. There is a
higher level of reinsurance dependence to support the new business
strain, but the company's goal is to ultimately retain 100% of the
risk by 2020. The company has access to an external liquidity
source, if needed, through its membership with the Federal Home
Loan Bank, which has not been utilized.

Landmark Life has been consistently profitable in recent years, but
with heavier reliance on its TPA fee income business, which is
primarily reliant on a single insurance company client. Direct
premium in its core ordinary life line have been flat to down in
recent years, driven primarily by declining new business annualized
premium. The decline in 2017 life sales was attributable to a
termination of a less profitable tele-sales agency, while
continuing to retain a higher percentage of profitable business.

Landmark Life is a stipulated premium life insurer with business
mainly domiciled in Texas. The company's ongoing insurance
activities are fairly limited in scope and geographically
concentrated, with virtually all life sales generated from a single
agency. Landmark Life also maintains a $13 million closed block of
individual flexible premium deferred annuities subject to 3%
minimum interest rate guarantees. While currently profitable, it
will likely be subject to further spread compression as interest
rates remain low. A.M. Best also notes that Landmark Life's ERM
program is currently under development, and while key risks have
been identified, quantification and tolerance levels are not yet
fully developed.

The revised Long-Term ICR outlook reflects a significant
improvement in risk-adjusted capitalization in 2017, driven
primarily by a $680,000 statutory net operating gain. As Landmark
Life continues to expand its operations, anticipated earnings from
its TPA business should assist in augmenting modest projected
earnings from its core life operations.


LANDS' END: Bank Debt Trades at 5.05% Off
-----------------------------------------
Participations in a syndicated loan under which Lands' End is a
borrower traded in the secondary market at 94.95
cents-on-the-dollar during the week ended Friday, March 29, 2018,
according to data compiled by LSTA/Thomson Reuters MTM Pricing.
This represents an increase of 3.96 percentage points from the
previous week. Lands' End pays 325 basis points above LIBOR to
borrow under the $515 million facility. The bank loan matures on
April 4, 2021. Moody's rates the loan 'B3' and Standard & Poor's
gave a 'B-' rating to the loan. The loan is one of the biggest
gainers and losers among 247 widely quoted syndicated loans with
five or more bids in secondary trading for the week ended Friday,
March 29.


LEGALSHIELD: Moody's Assigns B2 Corporate Family Rating
-------------------------------------------------------
Moody's Investors Service assigned a B2 Corporate Family Rating
(CFR) and a B2-PD Probability of Default Rating (PDR) to Trident LS
Merger Sub Corporation (dba "LegalShield"), which will be merged
into Pre-Paid Legal Services, Inc. following the closing of the
leveraged buyout of the company. At the same time, Moody's assigned
a B1 rating to LegalShield's proposed first lien senior secured
credit facilities, consisting of a $550 million term loan due 2025
and a $50 million revolver expiring in 2023, and a Caa1 rating to
the company's proposed $150 million second lien term loan due 2026.
The ratings outlook is stable.

In February 2018, Stone Point Capital, a private equity firm,
entered into a definitive agreement to acquire the majority
interest in LegalShield from its existing owners MidOcean Partners,
which will retain a minority stake in the company. The acquisition
will be financed with the proposed $600 million in first lien
facilities and $150 million in second lien term loan, along with
new and existing sponsors' equity and management rollover. All of
the company's outstanding debt in the amount of $465 million will
be repaid with these proceeds. The transaction is expected to close
in the second quarter of 2018.

The transaction reflects the company's aggressive financial
policies given the significant increase in pro forma
Moody's-adjusted debt to EBITDA to 6.4x from approximately 4.3x at
December 31, 2017. Pro forma EBITA to interest coverage declines to
approximately 2.0x from 2.4x, but remains solid and in line with
the B2 rating category. In Moody's view, the credit metrics
resulting from this transaction position LegalShield well within
the B2 rating category given the company's operating scope.
Supportive rating factors include the company's track record of
good cash flow generation (in the range of $35 to $40 million per
year), growing membership base, improving operating margin
sustainability, as well as management's marketing, associate
recruitment and customer retention strategies that strengthen the
company's operating profile. Over the next 12 to 18 months, Moody's
expects LegalShield to demonstrate mid single-digit revenue growth
at stable margins allowing it to de-lever below 6.0x.

The following rating actions were taken:

Issuer: Trident LS Merger Sub Corporation:

Corporate Family Rating, assigned B2;

Probability of Default Rating, assigned B2-PD;

Proposed $50 million first lien senior secured revolving credit
facility expiring in 2023, assigned B1 (LGD3);

Proposed $550 million first lien senior secured term loan due
2025, assigned B1 (LGD3);

Proposed $150 million second lien senior secured term loan due
2026, assigned Caa1 (LGD6);

Rating outlook is stable.

All ratings are subject to the execution of the transaction as
currently proposed and Moody's review of final documentation. The
instrument ratings are subject to change should the proposed
capital structure get modified.

All existing ratings for the pre-LBO issuer Pre-Paid Legal
Services, Inc. have not been changed and will be withdrawn upon
close of the transaction.

RATINGS RATIONALE

LegalShield's (B2 CFR) credit profile reflects: 1) the company's
high debt leverage; 2) a history of aggressive financial policies,
which have included debt-financed dividend transactions and a
potential for future shareholder-friendly actions given the private
equity ownership; 3) a relatively modest revenue base of
approximately $450 million; 4) potential legal and regulatory risks
associated with the multi-level marketing business model; and 5)
multi-year attrition in its associates base, although the trends
have been stabilizing. LegalShield's credit profile is supported
by: 1) a predictable revenue stream from a large membership base;
2) Moody's expectations for continued modest growth in memberships
and revenues stemming from the company's marketing, and retention
strategies; 3) diversified sales channel mix, including business
solutions, network, broker and web; 4) the company's track record
of free cash flow generation that has enabled moderate voluntary
debt prepayments; and 5) management's focus on pricing and cost
strategies that enhance the company's earnings profile.

The company has a good liquidity profile, supported by its solid
free cash flow generative capabilities, full availability under the
new $50 million revolving credit facility expiring in 2023, and the
flexibility provided by the springing financial covenant in the
credit agreement.

The stable outlook reflects Moody's expectation that over the next
12 to 18 months the company will continue to demonstrate modest
membership and revenue growth at stable margins, while generating
solid free cash flow and maintaining a good liquidity profile.

The ratings could be upgraded if revenue and memberships grow
solidly over a multi-year period; the company exercises
conservative financial policies with respect to shareholder
distributions; and legal and regulatory risks remain manageable in
Moody's assessment. Additionally, an upgrade would require a
material improvement in financial strength metrics, including,
adjusted debt to EBITDA sustained below 4.5x and free cash flow to
debt in the high single digits.

The ratings could be downgraded if memberships and revenues
decline, resulting in deteriorating operating performance or
liquidity and stress on key financial strength metrics, including
debt to EBITDA, free cash flow to debt, or EBITA to interest
coverage. Specifically, debt to EBITDA sustained above 6.0x, EBITA
to interest sustained below 1.5x, or a material deterioration in
free cash flow would cause negative rating pressure. An
acceleration of aggressive financial policies, including increases
in leverage to fund dividend payments, or legal or regulatory
developments that have a material adverse effect on the company's
business model or financial position, could also pressure the
ratings.

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

LegalShield, headquartered in Ada, Oklahoma, designs, underwrites
and markets legal expense plans to families and small businesses in
the United States and Canada. The company sells its membership
plans through a multilevel marketing program and employee benefit
solutions. As of December 31, 2017, LegalShield had a base of over
284,000 sales associates, and served about 1.74 million members.
The company also markets identity theft protection and restoration
services through its exclusive provider Kroll Advisory Solutions.
LegalShield will be majority owned by Stone Point Capital, with
MidOcean Partners holding a minority stake. In 2017, the company
generated approximately $456 million in revenues.


LEXMARK INT'L: Fitch Lowers IDR to CCC+ on Diminished Liquidity
---------------------------------------------------------------
Fitch Ratings has downgraded the Long-Term Issuer Default Rating of
Lexmark International II, LLC and Lexmark International Inc.
(together Lexmark) to 'CCC+'. Fitch has also downgraded the senior
notes' issue rating to 'CCC+'/'RR4'.  

The ratings reflect Lexmark's substantially worse than expected
operating performance in 2017 and its resulting high and
unsustainable leverage profile, diminished liquidity position, and
refinancing risk. While Fitch expects Lexmark to be able to meet
its operating liquidity needs and make its required loan
amortization and note interest payments in 2018 subject to
stabilized operating performance, the picture becomes significantly
less clear starting in 2019. Fitch expects Lexmark will generate
negative FCF in 2018, and as a result exit 2018 with around $100
million in cash, down from $200 million at Dec. 31, 2017.

Lexmark's fully drawn and upsized $200 million revolver comes due
in November 2019. Under optimistic operating scenarios predicated
on stabilization in its supplies business, Fitch does not believe
Lexmark would be able to meet its debt service obligations and
repay its revolver in November 2019 from internally generated
sources. Lexmark does have the option to request an extension of
the revolver maturity by up to two years, pending the approval of
its bank lenders, and Fitch believe Lexmark may be able to obtain
such approval.

However, Lexmark faces the maturity of its $340 million of bonds
less than four months later on March 15, 2020. Additionally, its
term loan amortization doubles to $130 million in 2020. Fitch
estimates Lexmark will enter with just over $100 million in cash,
under the assumption that the company generates modest positive FCF
in 2019. Management indicates they expect to obtain refinancing for
the notes. However, Lexmark's bonds are currently trading in the
mid-$70s and have traded as low as in the $60s earlier in March.
Absent an equity injection, amendment and extension of current loan
terms, or the ability to tap alternative sources of financing,
Fitch does not expect Lexmark to be able to meet the maturity of
its senior notes, interest payments and term loan amortization in
2020.

KEY RATING DRIVERS

Near-Term Performance: Lexmark's 2017 operating performance was
significantly worse than Fitch anticipated, leading to 42x leverage
and negative $194 million in FCF for 2017. Operating EBITDA was
significantly impacted by a double-digit decline in supplies
revenue. This decline follows a decrease in hardware sales during
the previous years which eroded Lexmark's installed hardware base.
Given that Lexmark increased hardware placements in 2017 and plans
to do so again in 2018, Fitch believes Lexmark may be able to
stabilize its installed base and achieve low to mid-single-digit
revenue growth in 2019 as a result, although this is uncertain.

Leverage Profile: Lexmark's leverage clearly became excessive in
2017 as a result of the cumulative effect of an eroded installed
base. Under normalized operations and a continuation of the
management team's strategy, Fitch believes Lexmark's leverage may
improve materially to around 8.5x in 2018. This still compares
unfavorably with the broad technology 'B' category 7x median
leverage. As a result, Fitch views Lexmark's core leverage metric
as high and possibly unsustainable, consistent with the 'CCC'
ratings category. Assuming Lexmark is able to stabilize and
modestly grow its supplies sales, Fitch believe the company could
achieve 7x leverage in 2019.

Liquidity: Lexmark finished 2017 with approximately $200 million in
readily available cash. However, its revolving credit facility
(RCF) is fully drawn, having been increased by an incremental
borrowing of $50 million to $200 million on July 6, 2017.
Additionally, Fitch expects Lexmark will again be FCF negative in
2018, and that Lexmark's cash balance will decline by around $100
million in 2018. Assuming Lexmark can exercise its option to extend
the revolver maturity two years beyond 2019 (discussed below), and
business performance remains stable, Fitch sees Lexmark as being
able to meet its debt service and operational needs in 2018 and
2019. However, Fitch believes Lexmark will enter 2020 with only
around $100 million in cash, leaving it with little headroom for
further operational issues. Lexmark is exploring further asset
sales and alternative sources of liquidity including trade
receivable securitizations, which Fitch treats as debt, but which
could bolster Lexmark's liquidity.

Refinancing Risk: Lexmark's RCF matures Nov. 21, 2019, and Fitch
believes Lexmark would be unable to repay it from internally
generated sources. The revolver does include an option to extend
the maturity for an additional two years until 2021, subject to
approval of the lenders. Fitch assumes the revolver maturity will
be extended. A negative rating action would likely be warranted to
the extent this expectation changes. The greater concern is the
maturity of Lexmark's senior notes due March 15, 2020. Fitch's
operating performance expectations and resulting leverage profile
forecast suggest Lexmark could possibly access alternative
financing sources including in the U.S., but only at distressed
levels.

Sector Dynamics: Lexmark's medium-term strategy, which underpins
the acquisition rationale of the consortium of investors that
acquired Lexmark in 2016, focuses on stabilizing near- and
intermediate-term performance in its mainly developed-market
business, while expanding in China. Whether Lexmark will be
successful remains an open question, particularly given an overall
market that is in sectoral decline and in light of consolidation
and increased competitive focus on China and the few remaining
markets with meaningful growth prospects. For instance, Xerox
Corporation (BBB/Negative) recently announced its plan to combine
with its Fuji Xerox joint venture partner, creating a combined
entity with expected printer-related revenues just behind that of
market leader HP Inc. (BBB+/Stable) and ahead of Canon and Ricoh.
Fuji Xerox as a combined entity will have a 20% share in China
building on the Fuji Xerox JV's No.1 market share in Asia in 2017.
Xerox already invested heavily in revamping its printer lin- up,
while HP acquired Samsung's printer operations in 2017 to compete
directly in A3.

DERIVATION SUMMARY

Lexmark's leverage profile is expected to normalize in 2018 to
about 1.5x higher than the 'B' rating category technology peer
median. Continued operational performance momentum (though
uncertain) could see Lexmark's leverage migrate to the 'B' median
in 2019. By comparison, Fitch-rated printing technology peers, HP
had leverage of 2.1x at Jan. 31, 2017 and Xerox (BBB-/Negative) had
leverage of 4.0x (unadjusted for debt associated with its leasing
business) at Dec. 31, 2017. According to industry benchmarks,
Lexmark had a No.2 overall share (19%) in the large workgroup
printer market (ex-Japan) relative to market leader HP Inc. (26%)
and No.7 Xerox (5%). However, when comparing overall scale in the
printing market (printing hardware and supplies), Lexmark (less
than 2.4 billion in 2017) is a small player compared to HP
(approximately $19 billion in revenue), the combined Fuji Xerox
(less than $18 billion), Canon ($16 billion), and Ricoh ($16
billion).

KEY ASSUMPTIONS

Fitch's Key Assumptions Within Fitch Rating Case for the Issuer

-- Mid-single-digit revenue increase in 2018 relative to core
    continuing operations in 2017; low to mid-single-digit
    increases 2019 and thereafter.

-- High single-digit operating EBITDA margin in 2018 with a point

    of expansion in 2018 reflecting further potential
    restructuring and manufacturing consolidation opportunities,
    held constant over the ratings horizon.

-- Extension of 2019 revolver maturity to 2021.

-- Receipt of lender approval of security agreement granting 2020

    senior notes a pari passu first-priority lien on and security
    interest in the pledged collateral of Lexmark.

Recovery Assumptions

The recovery scenario assumes the enterprise value of Lexmark is
maximized in a going-concern scenario versus liquidation.
Going-concern EBITDA is assumed to be $150 million, which is 25%
below 2018 forecast EBITDA but well above 2017 EBITDA of $40
million, which reflected one-off factors in addition to stresses in
Lexmark's core business. The going-concern EBITDA is subject to
much uncertainty given the overall installed base erosion that
Lexmark has experienced over many years.

The distressed multiple of 5x is at the lower end of the 5x-6x
recovery multiple range seen in technology reorganizations. This
reflects the balance of Lexmark's brand, market position and
intellectual property with the secular challenges faced by printing
hardware manufacturers such that Fitch believes is unlikely to
command a significant valuation premium to potential acquirers.
Lexmark was acquired on Nov. 29, 2016 at an EV multiple of
approximately 9x by a consortium of investors led by Apex
Technology Co., Ltd and PAG Asia Capital. The waterfall results in
a 38% recovery corresponding to a Recovery Rating of 'RR4' for the
senior notes, assuming execution of an agreement granting a pari
passu first-priority lien on and security interest in the pledged
collateral of Lexmark.

RATING SENSITIVITIES

Developments That May, Individually or Collectively, Lead to
Positive Rating Action

-- Signed commitment to extend revolver maturity.
-- Receipt of firm commitment to refinance 2020 senior notes.

Developments That May, Individually or Collectively, Lead to
Negative Rating Action

-- A substantial worsening of near-term operating performance
    relative to Fitch's expectations.
-- Inability to obtain signed security agreement making 2020
    notes pari passu.
-- Inability to gain lender approval to extend maturity of RCF
    maturity.
-- Deterioration of FCF profile and liquidity position such that
    payment default risk becomes material.

LIQUIDITY

Liquidity Position: Lexmark had $219 million in cash at Dec. 31,
2017. Its RCF was fully drawn at $200 million reflecting an
incremental $50 million borrowing on July 6, 2017. Fitch does not
expect Lexmark to be FCF positive in 2018 even under fairly
positive operating assumptions. Fitch does expect Lexmark to be
able to meet its $65 million term-loan amortization payment in
2018. Assuming Lexmark can exercise its option to extend the
revolver maturity two years beyond 2019, and business performance
remains stable, Fitch sees Lexmark as being able to meet its debt
service and enter 2020 with around $100 million in cash.

Refinancing Risk: Lexmark's RCF matures Nov. 21, 2019, which Fitch
believes Lexmark will be unable to repay barring a substantial and
unlikely turnaround in its business performance. The revolver does
include an option to extend the maturity for an additional two
years until 2021, subject to approval of the lenders. Even if
Lexmark can gain such approval, Fitch does not expect Lexmark to be
able to meet the maturity of its senior notes due March 15, 2020 in
addition to the $130 million amortization payment on its term loans
due in that year from internally generated sources.

FULL LIST OF RATING ACTIONS

Lexmark International II, LLC
-- Long-Term IDR downgraded to 'CCC+' from 'BB-'.

Lexmark International Inc.
-- Long-Term IDR downgraded to 'CCC+' from 'BB-';
-- Senior notes downgraded to 'CCC+'/'RR4' from 'BB'/'RR3'.


LONG BLOCKCHAIN: Singapore's TSLC Raises Stake to 17%
-----------------------------------------------------
TSLC Pte. Ltd., Aark Singapore Pte. Ltd. and V. Raman Kumar
reported in a Schedule 13D filed with the Securities and Exchange
Commission that as of March 21, 2018, they beneficially own
1,949,736 shares of common stock of Long Blockchain Corp.,
constituting 17 percent of the shares outstanding.

TSLC Pte. Ltd. and Aark Singapore Pte. Ltd. are Singapore private
limited companies that are holding companies with investments in
the personal finance sector, with a principal place of business at
583 Orchard Road, #06-01 Forum, Singapore 238884.

Mr. Kumar is an Indian citizen with business address at Office
2705, API Trio Tower O, Sheikh Zayed Road, Dubai, United Arab
Emirates.  Mr. Kumar's present principal occupation is private
equity investor and executive chairman of TSLC and Aark.

TSLC acquired 1,949,736 shares of Common Stock pursuant to that
certain Contribution and Exchange Agreement dated as of March 21,
2018, in exchange for which TSLC issued to Long Blockchain
1,145,960 shares of its common stock.  The parties to the Agreement
made certain representations and warranties and agreed to undertake
certain covenants.  There was no other consideration for the shares
of Common Stock.

Under the Agreement, TSLC acquired the right to receive, if a
Material Adverse Effect (as defined in the Agreement) occurs with
respect to the Issuer within 90 days of the date of the Agreement,
an additional 332,602 shares of Common Stock.

Under the Agreement, TSLC agreed to vote its Common Stock (i) in
favor of the Company's previously announced spin off of its
beverage business, and/or (ii) if requested by the Company against
any agreement which would prevent the Spin Off.  Additionally,
until the earlier of (i) one year from the consummation of the Spin
Off or (ii) the date on which the shares of the spun off business
become listed on a national securities exchange, in the event any
vote of the stockholders of the spun off business is necessary to
effectuate any corporate action, TSLC agreed to vote the SpinCo
Shares it directly or indirectly receives upon consummation of the
Spin Off (i) in favor of any corporate action recommended by the
then existing board of directors of the spun off business and/or
(ii) against any action or agreement which would impede, interfere
with or prevent any SpinCo Action from being consummated.

Pursuant to the Agreement, TSLC has the right to name one person to
be appointed to the Issuer's board of directors, subject to the
Issuer's reasonable approval.

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

                        https://is.gd/qZtxIi

                     About Long Blockchain Corp.

Headquartered in Hicksville, New York, Long Blockchain Corp.,
formerly Long Island Iced Tea Corp., is focused on developing and
investing in globally scalable blockchain technology solutions.  It
is dedicated to becoming a significant participant in the evolution
of blockchain technology that creates long term value for its
shareholders and the global community by investing in and
developing businesses that are "on-chain".  Blockchain technology
is fundamentally changing the way people and businesses transact,
and the Company will strive to be at the forefront of this dynamic
industry, actively pursuing opportunities.  Its wholly-owned
subsidiary Long Island Brand Beverages, LLC operates in the
non-alcohol ready-to-drink segment of the beverage industry under
its flagship brand 'The Original Long Island Brand Iced Tea'.

Long Island Iced Tea incurred a net loss of $10.44 million for the
year ended Dec. 31, 2016, following a net loss of $3.18 million for
the year ended Dec. 31, 2015.  As of Sept. 30, 2017, the Company
had $4.83 million in total assets, $4.21 million in total
liabilities and $622,151 in total stockholders' equity.

"Historically, the Company has financed its operations through the
raising of equity capital and through trade credit with its
vendors.  The Company's ability to continue its operations and to
pay its obligations when they become due is contingent upon the
Company obtaining additional financing.  Management's plans include
raising additional funds through equity offerings, debt financings,
or other means.

"The Company believes that it will be able to raise sufficient
additional capital to finance the Company's planned operating
activities.  There are no assurances that the Company will be able
to raise such capital on terms acceptable to the Company or at all.
If the Company is unable to obtain sufficient amounts of
additional capital, it may be required to reduce the scope of its
planned market development activities, and/or consider reductions
in personnel costs or other operating costs.  These conditions
raise substantial doubt about the Company's ability to continue as
a going concern," the Company stated in its quarterly report for
the period ended Sept. 30, 2017.


LSB INDUSTRIES: Marran Ogilvie Quits as Director
------------------------------------------------
Marran H. Ogilvie has resigned from the Board of Directors of LSB
Industries, Inc., effective as of March 27, 2018.  Ms. Ogilvie's
term on the Board was scheduled to expire in 2020.  In notifying
the Company of her decision to resign from the Board, Ms. Ogilvie
indicated that her decision was not due to a disagreement with the
Company regarding its operations, policies, or practices.

                        LSB Industries

Headquartered in Oklahoma City, Oklahoma, LSB Industries, Inc. --
http://www.lsbindustries.com/-- manufactures and sells chemical
products for the agricultural, mining, and industrial markets.  The
Company owns and operates facilities in Cherokee, Alabama, El
Dorado, Arkansas and Pryor, Oklahoma, and operates a facility for a
global chemical company in Baytown, Texas.  LSB's products are sold
through distributors and directly to end customers throughout the
United States.

LSB Industries reported a net loss attributable to common
stockholders of $59.44 million on $427.50 million of net sales for
the year ended Dec. 31, 2017, compared to net income attributable
to common stockholders of $64.76 million on $374.58 million of net
sales for the year ended Dec. 31, 2016.  As of Dec. 31, 2017, LSB
Industries had $1.18 billion in total assets, $576.02 million in
total liabilities, $174.95 million in redeemable preferred stock
and $438.19 million in total stockholders' equity.

                           *    *    *

In November 2017, S&P Global Ratings affirmed its 'CCC' corporate
credit rating on LSB Industries.  S&P said the company continues to
experience operational issues at both its El Dorado and Pryor
plants, and although the company has shown improved operating
results thus far in 2017, S&P still views leverage metrics to be at
unsustainable levels for the next year.

In November 2016, Moody's Investors Service downgraded LSB's
corporate family rating (CFR) to 'Caa1' from 'B3', its probability
of default rating to 'Caa1-PD' from 'B3-PD', and the $375 million
guaranteed senior secured notes to 'Caa1' from 'B3'.  LSB's 'Caa1'
CFR rating reflects Moody's expectations that the combined
uncertainty over operational reliability and the compressed
margins, resulting from the low nitrogen fertilizer pricing
environment, could result in continued weak financial metrics for a
protracted period.


LTG LLC: Taps VIP Realty Group as Real Estate Broker
----------------------------------------------------
LTG LLC seeks approval from the U.S. Bankruptcy Court for the
Middle District of Florida to hire a real estate broker.

The Debtor proposes to employ VIP Realty Group, Inc., to market and
sell its residential real properties located at 6017 Tarpon Estates
Boulevard and 6120 Tarpon Estates Boulevard, Cape Coral, Florida.

VIP Realty will be paid a commission of 6% of the sales price from
the proceeds at closing.  The firm is not due any compensation if
the properties are not sold.

Deborah Smith, a real estate broker employed with VIP, disclosed in
a court filing that her firm is "disinterested" as defined in
section 101(14) of the Bankruptcy Code.

The firm can be reached through:

     Deborah Smith
     VIP Realty Group, Inc.
     1560 Periwinkle Way
     Sanibel, FL 33957
     Phone: 239-472-5187
     E-mail: concierge@viprealty.com

                         About LTG LLC

LTG LLC dba Ace Rent A Car, a car rental agency in Lee County,
Florida, filed a Chapter 11 petition (Bankr. M.D. Fla. Case No.
18-01936) on March 14, 2018.  In the petition signed by Patrick
Lewis, president/COO, the Debtor estimated assets and liabilities
of $1 million to $10 million.  The Debtor is represented by Stephen
R. Leslie, Esq., at Stichter, Riedel, Blain & Postler, P.A.


MASSENGILL FAMILY: Taps Scarborough & Fulton as Legal Counsel
-------------------------------------------------------------
The Massengill Family 2012 Irrevocable Trust seeks approval from
the U.S. Bankruptcy Court for the Eastern District of Tennessee to
hire Scarborough & Fulton as its legal counsel.

The firm will advise the Debtor regarding its duties under the
Bankruptcy Code; assist the Debtor in negotiations; provide
corporate advice; assist in the preparation of a plan of
reorganization; and provide other legal services related to its
Chapter 11 case.

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

Mr. Fulton disclosed in a court filing that his firm is a
"disinterested person" as defined in Section 101(14) of the
Bankruptcy Code.

Scarborough & Fulton can be reached through:

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

          About Massengill Family 2012 Irrevocable Trust

Massengill Family 2012 Irrevocable Trust sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. E.D. Tenn. Case No.
18-11265) on March 21, 2018.  Judge Shelley D. Rucker presides over
the case.  At the time of the filing, the Debtor estimated assets
and liabilities of less than $500,000.


MCCORMICK INC: Case Summary & 18 Unsecured Creditors
----------------------------------------------------
Debtor: McCormick, Inc.
        5916 Warner Road
        Columbus, GA 31909

Business Description: McCormick, Inc., is a privately owned
                      drilling contractor in Columbus, Georgia.

Chapter 11 Petition Date: April 2, 2018

Case No.: 18-40320

Court: United States Bankruptcy Court
       Middle District of Georgia (Columbus)

Judge: Hon. John T. Laney III

Debtor's Counsel: Benjamin Wade Wallace, Esq.
                  BROWN & ADAMS, LLC
                  P.O. Box 139
                  Columbus, GA 31902-0139
                  Tel: 706-653-6109
                  Fax: 7066539472
                  E-mail: bwallace@brownadamsllc.com

Estimated Assets: $500,000 to $1 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by John McCormick, CEO.

A full-text copy of the petition containing, among other items, a
list of the Debtor's 18 unsecured creditors is available for free
at:

                    http://bankrupt.com/misc/gamb18-40320.pdf


MEDOVEX CORP: Lowers Net Loss to $6.45 Million in 2017
------------------------------------------------------
Medovex Corp. filed with the Securities and Exchange Commission its
Annual Report on Form 10-K reporting a net loss of $6.45 million on
$207,396 of revenues for the year ended Dec. 31, 2017, compared to
a net loss of $16.22 million on $0 of revenues for the year ended
Dec. 31, 2016.

As of Dec. 31, 2017, Medovex had $1.22 million in total assets,
$514,732 in total liabilities and $713,421 in total stockholders'
euqity.

Frazier & Deeter, LLC, in Atlanta, Georgia, issued a "going
concern" qualification in its report on the consolidated financial
statements for the year ended Dec. 31, 2017, citing that the
Company has an accumulated deficit and has incurred significant
operating losses and has a working capital deficit.  These factors
raise substantial doubt about the Company's ability to continue as
a going concern.

"Since our inception, we have incurred losses and anticipate that
we will continue to incur losses in the foreseeable future," the
Company said in the SEC filing.

"While we expect our research and development costs for the
DenerveX System to diminish, we also anticipate increased
expenditures for clinical trials to obtain FDA approval of the
DenerveX System as well as expenses related to the commercial
launch of the DenerveX system.  We will need additional cash to
fully fund these activities.

"The presence of the going concern explanatory paragraph suggests
that we may not have sufficient liquidity or minimum cash levels to
operate the business."

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

                       https://is.gd/DDzBxg

                        About Medovex Corp.

Headquartered in Alpharetta, Ga., Medovex Corp. is in the business
of designing and marketing proprietary medical devices for
commercial use in the United States and Europe.  It focuses on
development and commercialization of the DenerveX System, which
consists of the DenerveX Device and the DenerveX Pro-40 power
generator (DenerveX).  DenerveX is a device that is intended to be
used in the treatment of conditions resulting from the degeneration
of joints in the spine that cause back pain.  The DenerveX Pro-40
Power Generator is the power source for the DenerveX System.


MESOBLAST LIMITED: Closes Enrollment for Chronic Back Pain Trial
----------------------------------------------------------------
Mesoblast Limited announced that enrollment has completed in the
Phase 3 trial evaluating a single intra-discal injection of its
proprietary allogeneic mesenchymal precursor cell (MPC) product
candidate MPC-06-ID in patients with chronic low back pain due to
degenerative disc disease.

MPC-06-ID is being evaluated to determine whether it can alleviate
pain and improve function in patients who do not receive adequate
relief from current standard of care therapies such as
non-steroidal anti-inflammatory drugs, epidural steroid injections
or opioids.

The 2:1 randomized, placebo-controlled Phase 3 trial (NCT02412735)
enrolled 404 patients across 48 centers in the United States and
Australia.  Following completion of the planned enrollment of 360
patients, all additional patients still in screening at that point
were allowed to complete enrollment.

The Phase 3 trial's primary endpoint is in line with written
guidance from the United States Food and Drug Administration (FDA)
in support of product registration, and specifies

   * use of a composite measurement showing significant clinical
     improvement in pain and function at both 12 and 24 months

   * pre-specified thresholds for determining significant
     improvement in pain (50% decrease in Visual Analog Score) and
     function (15-point improvement in Oswestry Disability Index)

   * patients who undergo additional interventions at the treated
     level are considered treatment failures.

Phase 2 results in 100 patients showed that a single intra-discal
injection of MPC-06-ID alleviated pain and improved function for up
to three years in patients whose symptoms were not adequately
treated with current standard of care therapies.

Mesoblast Chief Executive Dr Silviu Itescu said, "There is an
urgent need to provide an effective treatment for patients
suffering from chronic low back pain due to degenerative disc
disease, a population which today accounts for 50% of prescription
opioid usage.  If the Phase 3 results demonstrate durable
improvement in pain and function, MPC-06-ID has the potential to
make a major difference in patients with this serious medical
condition."

                      About Mesoblast

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

Mesoblast Limited reported a net loss before income tax of US$90.21
million for the year ended June 30, 2017, a net loss before income
tax of US$90.82 million for the year ended June 30, 2016, and a net
loss before income tax of US$96.24 million for the year ended June
30, 2015.  As of Dec. 31, 2017, Mesoblast had US$664.81 million in
total assets, US$89.20 million in total liabilities and US$575.60
million in total equity.

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


MIDCONTINENT EXPRESS: Moody's Affirms Ba2 CFR; Outlook Negative
---------------------------------------------------------------
Moody's Investors Service affirmed Midcontinent Express Pipeline
LLC's (MEP) Ba2 Corporate Family Rating (CFR), Ba2-PD Probability
of Default Rating (PDR) and Ba2 senior unsecured notes rating. The
rating outlook remains negative.

"The Ba2 CFR and negative outlook reflect MEP's material
recontracting risk as most of its contracts roll off in July 2019
and its debt matures in September 2019," said Terry Marshall,
Moody's Senior Vice President. "However, MEP should benefit from
improving market conditions with growing SCOOP/STACK production of
associated natural gas that should feed in to MEP as its existing
contracts mature."

Outlook Actions:

Issuer: Midcontinent Express Pipeline LLC

-- Outlook, Remains Negative

Affirmations:

Issuer: Midcontinent Express Pipeline LLC

-- Probability of Default Rating, Affirmed Ba2-PD

-- Corporate Family Rating, Affirmed Ba2

-- Senior Unsecured Regular Bond/Debenture, Affirmed Ba2(LGD4)

RATINGS RATIONALE

Midcontinent's Ba2 CFR and negative outlook reflect significant
recontracting and refinancing risks as most of its contracts roll
off in July 2019 and $450 million of senior notes mature in
September 2019. MEP faces potentially significant deterioration in
financial metrics when these contracts mature, although Moody's
expect recontracting to benefit from MEP's proximity to growing
SCOOP/STACK production of associated gas. However, Moody's expects
new contracts will be at lower rates than what is received under
current contracts. MEP is further challenged by significant
exposure to weak counterparties with about 35% of capacity
contracted with Chesapeake Energy Corporation (Chesapeake, B3
stable) and by the full payout of its cash flow to its owners,
Kinder Morgan Inc. (KMI, Baa3 stable) and Energy Transfer Partners,
L.P. (ETP, Baa3 negative). However, in 2014, KMI and ETP supported
MEP by investing substantial equity to fund MEP's then $350 million
debt maturity. Moody's expect the owners to remain supportive of
MEP.
MEP has adequate liquidity through June 30, 2019.

At September 30, 2017 MEP had negligible cash, no revolving credit
facility and no financial covenants. Through June 30, 2019, MEP
will generate about $180 million in cash flow after capital
expenditures. Moody's expect that all of the cash flow after
maintenance capital will be distributed to the partners leaving
nothing available to repay the September 2019 $450 million debt
maturity. Should it be necessary, Moody's believe that KMI and ETP
could be a source of liquidity as there is equity value embedded in
this pipeline. Secondary liquidity through asset sales is limited
given the pipeline is the only asset of the company, and the sale
of additional joint venture interests is unlikely given the
recontracting risk.

In accordance with Moody's Loss Given Default (LGD) Methodology,
the senior unsecured notes are rated Ba2, at the same level as the
CFR, as all the debt in the capital structure is unsecured.

The negative outlook reflects the material pending debt and
contract maturities in 2019.

The ratings could be downgraded if no progress is made in renewing
existing contracts or signing new contracts, credit quality of the
contract counterparties deteriorates or Debt to EBITDA is likely to
exceed 5x.

The ratings could be upgraded if contract counterparty risk and
tenor improve while maintaining leverage below 4x on a sustainable
basis and excess cash flow is used to build meaningful liquidity to
reduce debt.

Midcontinent Express Pipeline LLC is a 50/50 joint venture between
subsidiaries of Kinder Morgan Inc. and Energy Transfer Partners,
L.P. The pipeline originates near Bennington, Oklahoma, cuts across
northeast Texas, northern Louisiana, central Mississippi, and
terminates at Transco Station 85 near Butler, Alabama.

The principal methodology used in these ratings was Natural Gas
Pipelines published in November 2012.


MISSISSIPPI POWER: Moody's Retains Ba1 CFR Amid New $900 Bank Loans
-------------------------------------------------------------------
Moody's Investors Service upgraded Mississippi Power Company's
Speculative Grade Liquidity (SGL) rating to SGL-2 from SGL-4.
Mississippi Power's other ratings, including its Ba1 Corporate
Family Rating (CFR), Ba1 senior unsecured, Ba2-PD Probably of
Default, Ba3 preferred stock, and SG short-term pollution control
revenue bond ratings, are unchanged. The rating outlook is
positive.

Upgrades:

Issuer: Mississippi Power Company

-- Speculative Grade Liquidity Rating, Upgraded to SGL-2 from
    SGL-4

RATINGS RATIONALE

"The increase in Mississippi Power's SGL to SGL-2 is prompted by
the successful refinancing last week of $900 million of bank term
loans that were due on March 31, 2018", said Michael G. Haggarty,
Associate Managing Director. "The utility's issuance of $600
million of long-term senior unsecured notes to replace most of
these loans has resulted in a considerable improvement in the
utility's liquidity position that had deteriorated during the
Kemper IGCC plant construction", added Haggarty. Although $300
million of the term loans were rolled over into a new six-month
term loan, Mississippi Power expects $400 million to $600 million
of income tax refunds over the next 12 to 18 months related to the
Kemper IGCC abandonment, which should facilitate the eventual
repayment of this bank loan.

As the Kemper project construction was proceeding, Mississippi
Power relied heavily on its parent company, The Southern Company
(Baa2 negative), for the maintenance of adequate liquidity. Now
that cost recovery issues associated with the Kemper plant have
been resolved and the utility is again accessing the long-term debt
markets, it will no longer be relying on the parent company for
material liquidity support. Moody's expect Mississippi Power's cash
flow from operations to exceed projected capital expenditures of
$200 million annually in 2018 and 2019, although the utility will
likely be free cash flow negative after the payment of dividends to
the parent.

At December 31, 2017, Mississippi Power had $248 million of cash on
hand, up slightly from $231 million at September 30, 2017. The
utility maintains $100 million of bank credit facilities that
expire in December 2018, of which none was drawn and $40 million
provided liquidity support to variable rate pollution control
revenue bonds. There is no material adverse change clause in its
bank credit facilities that could prevent borrowings but there are
covenants that limit debt levels to 65% of total capitalization as
defined in the agreement. As of December 31, 2017, the utility was
in compliance with this covenant.

The maximum potential collateral requirements at a rating below
investment grade equaled approximately $241 million, although
included in this amount are certain agreements that could require
collateral in the event Alabama Power Company (A1 negative) or
Georgia Power Company (A3 negative) has a credit rating change to
below investment grade. Collateral requirements for Mississippi
Power are considerably less but not disclosed publically.
Generally, collateral may be provided by a Southern Company
guaranty, letter of credit, or cash.

Rating Outlook

The positive outlook on Mississippi Power is prompted by the
resolution of Kemper cost recovery issues provided by a recent
settlement agreement approved by the Mississippi Public Service
Commission. Despite a material rate reduction incorporated in the
settlement, it should permit the utility to gradually improve its
financial performance, assuming the regulatory environment fully
recovers from the negative Kemper construction experience and
future rate proceeding outcomes are credit supportive.

Factors That Could Lead to an Upgrade

An upgrade could be considered if there is evidence that the
regulatory environment has become more credit supportive; if future
rate proceedings are constructive, including its recently revised
Performance Evaluation Plan (PEP) filing for federal tax reform; if
the utility completes and files a reserve margin plan as requested
by the MPSC; and if it exhibits an improvement in financial
performance, including a ratio of CFO pre-working capital to debt
ratio comfortably above 13% on a sustained basis.

Factors That Could Lead to a Downgrade

A downgrade is less likely give the positive outlook and the
resolution of the Kemper plant cost recovery uncertainty. However,
the outlook could revert to stable or a downgrade could occur if
the regulatory environment does not become more credit supportive;
if Southern parent company support for Mississippi Power
unexpectedly diminishes; or if financial metrics remain weak,
including CFO pre-working capital to debt below 13%.

The principal methodology used in this rating/analysis was
Regulated Electric and Gas Utilities published in June 2017.

Mississippi Power Company, headquartered in Gulfport, Mississippi,
is a regulated utility subsidiary of The Southern Company, a
utility holding company headquartered in Atlanta, Georgia.


MONITRONICS INTERNATIONAL: Bank Debt Trades at 2.87% Off
--------------------------------------------------------
Participations in a syndicated loan under which Monitronics
International Inc. is a borrower traded in the secondary market at
97.13 cents-on-the-dollar during the week ended Friday, March 29,
2018, according to data compiled by LSTA/Thomson Reuters MTM
Pricing. This represents a decrease of 0.82 percentage points from
the previous week. Monitronics International pays 550 basis points
above LIBOR to borrow under the $1.1 billion facility. The bank
loan matures on September 30, 2022. Moody's rates the loan 'B2' and
Standard & Poor's gave a 'B-' rating to the loan. The loan is one
of the biggest gainers and losers among 247 widely quoted
syndicated loans with five or more bids in secondary trading for
the week ended Friday, March 29.


NAKED BRAND: Given Until July 30 to Regain Nasdaq Compliance
------------------------------------------------------------
Naked Brand Group Inc. received on March 27, 2018, written notice
from The Nasdaq Stock Market granting the Company an extension
until July 30, 2018 to regain compliance with the annual meeting
requirement by holding an annual meeting of stockholders at which,
among other things, the stockholders will elect directors to the
Board of Directors of the Company.  The notice further provides
that in the event the Company does not satisfy those terms, Nasdaq
will provide written notification that the Company's securities
will be delisted.

On Feb. 1, 2018, Naked Brand received written notice from the
Listing Qualifications Staff of Nasdaq notifying the Company that
it no longer complies with Nasdaq Listing Rule 5620(a) due to the
Company's failure to hold an annual meeting of stockholders within
12 months of the end of the Company's fiscal year ended Jan. 31,
2017.  The Company delayed holding its 2017 annual meeting of
stockholders because of the contemplated business combination with
Bendon Limited and Bendon Group Holdings Limited that would be
submitted to the Company's stockholders for a vote at a meeting.

On March 19, 2018, the Company provided Nasdaq with a plan to
regain compliance with the Annual Meeting Requirement, which, among
other things, explained the reasons for the Company's delay in
holding its 2017 annual meeting of stockholders and stated the
Company's intention to hold an annual meeting of stockholders on or
before July 30, 2018.

The Company said there can be no assurance it will be able to
regain compliance with the Annual Meeting Requirement or maintain
compliance with any other Nasdaq requirement in the future.

                     About Naked Brand Group

Madison, New York-based Naked Brand Group Inc. --
http://www.nakedbrands.com/-- is an apparel and lifestyle brand
company that is currently focused on innerwear products for women
and men.  Under the Company's flagship brand name and registered
trademark "Naked", Naked Brand designs, manufactures and sells
men's and women's underwear, intimate apparel, loungewear and
sleepwear through retail partners and direct to consumer through
its online retail store http://www.wearnaked.com/ The Company has
a growing retail footprint for its innerwear products in premium
department and specialty stores and internet retailers in North
America, including accounts such as Nordstrom, Dillard's,
Bloomingdale's, Amazon.com, Soma.com, SaksFifthAvenue.com,
barenecessities.com and others.

Naked Brand reported a net loss of US$10.79 million for the year
ended Jan. 31, 2017, compared with a net loss of US$19.06 million
for the year ended Jan. 31, 2016.  As of Oct. 31, 2017, Naked Brand
had $4.87 million in total assets, $936,892 in total liabilities
and $3.94 million in total stockholders' equity.

BDO USA, LLP, in New York, issued a "going concern" qualification
on the consolidated financial statements for the year ended Jan.
31, 2017, stating that the Company incurred a net loss for the year
ended Jan. 31, 2017, and the Company expects to incur further
losses in the development of its business.  This condition raises
substantial doubt about the Company's ability to continue as a
going concern.


NATIONS FIRST: U.S. Trustee Forms 9-Member Committee
----------------------------------------------------
The U.S. Trustee for Region 17 on April 3 appointed nine creditors
to serve on the official committee of unsecured creditors in the
Chapter 11 case of Nations First Capital, LLC.

The committee members are:

     (1) Develyne Capital, LLC
         Representative: Robert Pitts   
         9160 Irvine Center Drive, Suite 200   
         Irvine, CA 92618   
         Email: rpitts@lawrwp.com

     (2) Robert W. Pitts   
         9160 Irvine Center Drive, Suite 200   
         Irvine, CA 92618   
         Email: rpitts@lawrwp.com

     (3) Peter M. Wilver   
         10013 E. Reflecting Mountain Way   
         Scottsdale, AZ 85262   
         Email: pwilver@msn.com

     (4) Peter Wurmer
         Trustee of the Wurmer Family Trust   
         5912 Sky Ridge Falls Drive   
         Las Vegas, NV 89135   
         Email: pwurmer@gmail.com

     (5) Barry Breckon   
         5033 Duban Avenue   
         Bell Isle, FL 32812   
         Email: hogsales@gmail.com

     (6) Chase Mart   
         3400 South Whitepost Way   
         Eagle, ID  83616   
         Email: cmart101@cableone.net

     (7) Michael Boutross   
         1419 Judson Avenue   
         Evanston, IL  60201   
         Email: boutross@gmail.com

     (8) Kaleo Moylan   
         424 West O’Brien Drive, Suite 102   
         Hagatna, GU 96910   
         Email: kmoylan@moylans.net

     (9) Richard Rodriguez   
         4320 Trias Street   
         San Diego, CA 92103   
         Email: rick@cadorealestate.com

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

                    About Nations First Capital

Nations First Capital, LLC, d/b/a Go Capital, headquartered in
Roseville, California, specializes exclusively on providing capital
on semi-trucks and trailers.  The Company provides unique solutions
customized to answer the specific needs of the trucking industry.
Its services most of the credit spectrum with an expertise in
challenged credit and owner operator business.

Nations First Capital, LLC, filed a Chapter 11 petition (Bankr.
E.D. Cal. Case No. 18-20668) on Feb. 7, 2018.  In the petition
signed by James Daniel Summers, managing director, the Debtor
estimated $1 million to $10 million in assets and $10 million to
$50 million in liabilities.  Judge Christopher M. Klein presides
over the case.  Steven H. Felderstein, Esq., at Felderstein
Fitzgerald Willoughby & Pascuzzi LLP, is the Debtor's bankruptcy
counsel.


NATURE'S BOUNTY: Bank Debt Trades at 7.33% Off
----------------------------------------------
Participations in a syndicated loan under which Nature's Bounty is
a borrower traded in the secondary market at 92.67
cents-on-the-dollar during the week ended Friday, March 29, 2018,
according to data compiled by LSTA/Thomson Reuters MTM Pricing.
This represents a decrease of 1.84 percentage points from the
previous week. Nature's Bounty pays 350 basis points above LIBOR to
borrow under the $1.5 billion facility. The bank loan matures on
September 30, 2024. Moody's rates the loan 'B1' and Standard &
Poor's gave a 'B' rating to the loan. The loan is one of the
biggest gainers and losers among 247 widely quoted syndicated loans
with five or more bids in secondary trading for the week ended
Friday, March 29.


NAVIENT CORP: Fitch Affirms 'BB' LongTerm IDR; Outlook Stable
-------------------------------------------------------------
Fitch Ratings has affirmed Navient Corporation's Long-Term Issuer
Default Rating (IDR) and senior unsecured debt rating at 'BB' and
Short-Term IDR at 'B'. The Rating Outlook is Stable.  

KEY RATING DRIVERS - IDRs AND SENIOR DEBT

The rating affirmation reflects Navient's scale position as the
largest non-government owner and servicer of student loan assets, a
demonstrated track record (including as part of its predecessor
organization) in the student loan servicing/collection space, the
low credit risk and predictable cash flow nature of its federal
student loan assets, appropriate risk-adjusted capitalization,
adequate liquidity and seasoned management team.

Rating constraints include Navient's concentrated business model,
reliance on wholesale funding sources, high level of asset
encumbrance, refinancing risk associated with elevated unsecured
debt maturities in the 2019-2020 time period, long-term strategic
uncertainty and heightened regulatory, legislative and litigation
risk.

Navient's $105 billion (net) loan portfolio at Dec. 31, 2017
consisted of $81.7 billion of Federal Family Education Loan Program
(FFELP) loans, and $23.4 billion of private education loans. While
Navient has supplemented these assets with portfolio acquisitions
over the past few years, including a $6.9 billion student loan
acquisition from JP Morgan Chase in 2017, the loan portfolio has
been in runoff since the company's split with SLM Corporation
(Sallie Mae) in 2014, declining roughly 25% since then.

However, the company began acquiring refinanced student loans in
late 2016 from a third-party, and in November 2017 acquired
Earnest, an online lending platform focused on the student loan
refinancing segment. Navient is targeting at least $1.5 billion of
loan originations through the Earnest platform in 2018. The firm
will also have the opportunity to begin originating private
education loans through the school channel beginning Jan. 1, 2019,
after its non-compete agreement with Sallie Mae expires. Still,
even if Navient were to re-enter the school channel, Fitch does not
expect meaningful originations to occur until late 2020, given the
time it will take to ramp up the business, and the fact that the
vast majority of originations occur in the fall. As a result, the
primary origination business is not expected to be a meaningful
consumer of balance sheet capital until the second half of 2020
(2H20) at the earliest.

Navient's "core" earnings and profitability, which primarily
adjusts GAAP results for mark-to-market gains/losses on derivatives
and goodwill/intangible asset amortization, have steadily declined
since its split with Sallie Mae, driven primarily by its declining
loan portfolio. More recently the pace of earnings decline has
accelerated (down 20% in 2017) given pressure on its net interest
margin driven by volatility and timing differences between the
interest rate resets on its loans relative to its debt. Management
increased its hedges in 2017 in order to mitigate a portion of the
volatility caused by basis risk; however, the company remains
negatively positioned for rising interest rates. Navient is looking
to help offset the earnings pressure through improvements in
operating cost efficiencies; targeting $110 million of cost savings
in 2018, after adjusting for the costs associated with business
acquisitions it made in 2017. The extent to which the company is
unable to stabilize its profit margins over the Outlook horizon
could lead to negative ratings pressure, particularly if further
earnings declines are not accompanied by commensurate deleveraging
of the balance sheet.

Net interest income on the FFELP and private education loan
portfolios continues to account for the vast majority of earnings,
but Navient has made progress growing the contribution from its
third-party servicing and asset recovery operations (Business
Services segment) in recent years. The company continues to invest
in its Business Services segment by making tuck-in acquisitions and
investing in organic growth, boosting non-education-related revenue
to over $200 million in 2017, or nearly 30% of Business Services'
total revenue (excluding intercompany servicing revenue). Although
still relatively small (around 10%) in relation to Navient's total
revenue, Fitch views the increased revenue diversification
favorably.

Navient's servicing contract with the U.S. Department of Education
(ED) is scheduled to expire in 2019. In July 2016, Navient was
selected by ED as one of three companies to bid for ED's contract
to create a new unified servicing platform for the Direct Student
Loan Program. In August 2017, following the transition to the Trump
Administration, ED cancelled the bidding process. On Feb. 20, 2018,
ED issued Phase I of a new request for proposal (RFP) intended to
centralize student loan servicing on a single platform, among other
services to be provided. Responses to the RFP are due by April 6,
2018. If Navient were to win some portion of the ED contract and
further enhance its cash flow, it would be viewed favorably by
Fitch, although the termination of the existing contract would
likely not result in negative ratings action given the relatively
small contribution of the legacy contract to Navient's earnings and
cash flow.

United Student Aid Funds, Inc.(USA Funds), Navient's largest
federal student loan guarantor client, representing roughly $238
million (including $47 million of previously deferred revenue) of
Navient's 2017 revenue, was acquired by a competitor in 2016. As a
result, Navient's contract with USA Funds, which expired at the end
of 2017, was put out for rebid. Navient was only able to retain a
portion of the contract with USA Funds and as a result will see its
fee income decline by over $150 million in 2018. However, through
legal action, Navient was able to get reinstated on contingency
debt collection placements from ED, from which it received a
substantial placement in December 2017 that could at least
partially offset the loss of the USA Funds business over time.
Nonetheless, Navient's inability to retain existing contracts and
secure new contracts could result in negative rating momentum.

Fitch believes Navient has made meaningful progress toward
strengthening its liquidity position over the past couple of years
by issuing unsecured debt amounting to $2.85 billion in 2016/2017,
a significant portion of which was used to redeem future debt
maturities. The company was also able to execute four repurchase
facility transactions in 2017 totaling $1.5 billion, extracting
liquidity from the overcollateralization (OC) of certain private
student loan trusts, which further enhanced its liquidity position.
While pre-tax core earnings are expected to continue to be
pressured, Fitch expects cash flows to be more stable than core
earnings, supported by the release of residuals and OC from its
securitization trusts.

Fitch believes Navient's available liquidity and operating cash
flows will be sufficient to service unsecured debt maturities over
the next 12 months, but Navient's unsecured debt maturities are
somewhat elevated over the 2019-2020 period, with $2.4 billion
maturing in 2019 and $2.1 billion maturing in 2020. Fitch believes
Navient can generate incremental cash flows to repay these
maturities by extracting additional OC from its student loan ABS
trusts through securitization of unencumbered loans, issuance of
senior unsecured notes, and/or reducing shareholder distributions.
Navient could also continue to use excess liquidity and cash flow
to prepay unsecured debt through open-market repurchases and tender
offers. An inability to hold sufficient liquidity in advance of
unsecured debt maturities could lead to negative rating actions.

In conjunction with its acquisition of Earnest, Navient announced
in October 2017 that it was suspending its remaining share
repurchase authorization ($160 million) through 2018 in order to
provide additional flexibility toward maintaining its tangible net
asset ratio (defined as tangible unencumbered assets divided by
unsecured debt outstanding) in the 1.20x-1.30x range. Management
subsequently announced in January 2018 that it had greater
confidence in staying within the targeted range and therefore would
resume share repurchases in 2H18. While Fitch views the
reinstatement of share repurchases less favorably, particularly
with elevated unsecured debt maturities in the 2019-2020 period,
the level of Navient's shareholder distributions declined by more
than 50% over the past two years, and distributions could be
supported by improved cash flow stemming from corporate tax reform
and lower operating expenses.

Fitch has historically considered capitalization and leverage to be
a low influence factor for Navient's ratings because of its high
proportion of FFELP loans, which carry a federal government
guarantee against credit losses. However, should the loan mix shift
meaningfully toward private education loans as the company resumes
origination activity, it could result in capitalization and
leverage becoming a higher influence and place downward pressure on
Navient's ratings, absent a material improvement in capitalization
levels.

On Jan. 18, 2017, after conducting a review of the servicing
practices of student loans that included an investigation of
Navient over the prior three years, the Consumer Financial
Protection Bureau (CFPB) announced a lawsuit (enforcement action)
against Navient. The CFPB seeks injunctive relief, restitution to
borrowers, refunds, damages, and civil money penalties. The state
attorneys general in Illinois, Washington, and Pennsylvania also
filed lawsuits against Navient. Fitch believes the enforcement
action against Navient creates an additional layer of uncertainty,
including not only the potential monetary restitution to borrowers
and fines, but the potential reputational risk an adverse judgment
could have on current and future client relationships, particularly
government contracts.

The senior unsecured debt ratings are equalized with Navient's IDR.
The equalization reflects the availability of sufficient
unencumbered assets, which Fitch believes enhances Navient's
financial flexibility.

The Stable Outlook reflects Fitch's belief that the company will
continue to access the unsecured debt and ABS markets at a
reasonable cost, maintain strong liquidity levels commensurate with
upcoming debt maturities, appropriately manage credit risk on
private student loans, and that new business initiatives will not
result in meaningful calls on capital and liquidity.

RATING SENSITIVITIES - IDRs AND SENIOR DEBT
In the near term, Navient's primary negative rating sensitivity
relates to the emerging refinance risk associated with its elevated
debt maturities in 2019-2020. An inability to address refinancing
risk via incremental unsecured market issuance, extraction of OC
from existing securitizations, repurchases of existing debt, and/or
moderated shareholder distributions could have negative rating
implications.

Longer term, negative ratings momentum could develop from an
inability to access the capital markets at a reasonable cost,
significant deterioration in credit performance, an inability to
effectively manage interest rate volatility, an adverse outcome in
the pending CFPB/state attorneys general legal actions against the
company that significantly impairs its liquidity and/or future
profitability, or declines in fee revenue resulting from a loss of,
or sustained reduction in, key contracts and/or other
relationships. Negative ratings momentum could also occur from
further declines in earnings and profitability in relation to debt
levels, management's inability to execute on strategic initiatives
that can produce sustainable earnings over time, or if the company
does not maintain sufficient capital to support growth in its
private education loan portfolio.

Fitch believes positive rating momentum is limited in the near
term. However, sustained access to the unsecured debt markets at a
reasonable cost, meaningful improvements in core fee-business
growth and operating performance, a demonstrated ability to
successfully launch and grow new businesses that enhance Navient's
earnings capacity, and continued moderation in shareholder
distributions could support positive ratings momentum longer term.

The senior unsecured debt ratings are primarily sensitive to
changes in the Long-Term IDR of Navient and the availability of
unencumbered assets.

Fitch has affirmed the following ratings:

-- Long-Term IDR at 'BB';
-- Short-Term IDR at 'B';
-- Senior unsecured debt at 'BB'.

The Rating Outlook is Stable.


NAVILLUS TILE: Taps Mercer (US) as Consultant
---------------------------------------------
Navillus Tile, Inc., seeks approval from the U.S. Bankruptcy Court
for the Southern District of New York to hire Mercer (US) Inc. as
its consultant.

The firm will assist the Debtor with the assessment and design of
compensation programs for key employees.

The firm's hourly rates are:

     Research             $50 - $150
     Analysts            $150 - $300
     Associate           $250 - $400
     Sr. Associate       $350 - $550
     Principal           $500 - $700
     Partner             $700 - $1,000

John Dempsey, a partner at Mercer, disclosed in a court filing that
his firm is a "disinterested person" as defined in section 101(14)
of the Bankruptcy Code.

The firm can be reached through:

     John Dempsey
     Mercer (US) Inc.
     155 North Wacker Drive, Suite 1500
     Chicago, IL 60606
     Phone: +1 312-917-0609
     Email: john.dempsey@mercer.com

                       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.  Donald 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 legal counsel.  Otterbourg
P.C., serves as special litigation and conflicts counsel.  Garden
City Group, LLC, is the claims agent and administrative advisor.

On Nov. 28, 2017, the U.S. Trustee for Region 2 appointed an
official committee of unsecured creditors.  Hahn & Hessen LLP is
the committee's bankruptcy counsel.


NEW INVESTMENTS: Dist. Ct. Upholds Ruling in Favor of Altanatural
-----------------------------------------------------------------
Appellant New Investments Inc. appeals from the Bankruptcy Court's
final judgment entered on August 26, 2016. Appellee, Altanatural
Corporation filed a brief in opposition. District Judge Richard A.
Jones affirms the Bankruptcy Court's ruling.

New Investments filed for Chapter 11 bankruptcy and subsequently
entered into a purchase agreement with Altanatural for the sale of
its main asset -- a hotel located in Kirkland, Washington (the
"Property"). The deed for the sale of the Property did not identify
a parking easement granting the use of 14 parking spaces to a
neighboring condominium complex. Altanatural did not discover the
Easement until after closing. In addition, after closing, New
Investment continued to occupy two guest rooms and storage space at
the hotel, purportedly without consent from Altanatural.

New Investments appeals the final judgment of the Bankruptcy Court,
arguing that the Bankruptcy Court erred in: (1) calculating damages
due to the easement; (2) justifying suspension of performance; (3)
interpreting the promissory note and applying the equitable
doctrine of recoupment; and (4) applying the waiver/estoppel
defense with respect to New Investments' occupation of various
guest rooms and storage space.

The Court affirms the Bankruptcy Court's decision. First, after
concluding that there was a reasonable certainty as to the fact of
damages, the Bankruptcy Court set the damages due to the Easement
at $350,000, which was within the range of admissible evidence.
Second, because New Investments' actions constituted a material
breach, Altanatural was justified in suspending interest payments
under the Promissory Note. Third, Altanatural was entitled to
recoup the judgment against the principal balance of the Promissory
Note, as the language waiving offset did not include claims that
fell within the equitable remedy of recoupment. And finally, the
Bankruptcy Court properly rejected New Investments waiver and
estoppel defenses and correctly found that New Investments did not
have a right to occupy the hotel property after November 2014.

The appeals case is ALTANATURAL CORPORATION, Appellee, v. NEW
INVESTMENTS INC., Appellant, Case No. 2:16-cv-01368-RAJ (W.D.
Wash.).

A full-text copy of Judge Jones' Order dated March 12, 2018 is
available at https://is.gd/sSOhEe from Leagle.com.

AltaNatural Corporation, Plaintiff/Appellee, represented by
Gulliver A. Swenson -- swenson@ryanlaw.com -- RYAN SWANSON &
CLEVELAND & Brian L. Lewis -- lewis@ryanlaw.com -- RYAN SWANSON &
CLEVELAND.

New Investments Inc, Defendant/Appellant, represented by Lawrence
K. Engel.

Bankruptcy Appeals, Interested Party, pro se.

                 About New Investments Inc.

New Investments Inc., based in Kirkland, WA, filed a Chapter 11
petition (Bankr. W.D. Wash. Case No. 12-18500) on August 16, 2016.
The Hon. Karen A. Overstreet presides over the case.  Darrel B.
Carter, Esq., at CBG Law Group PLLC, sered as 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 Sheraly Aziz, president.


ORION HEALTHCORP: U.S. Trustee Forms 3-Member Committee
-------------------------------------------------------
The Office of the U.S. Trustee on April 4 appointed three creditors
to serve on the official committee of unsecured creditors in the
Chapter 11 cases of Orion Healthcorp, Inc. and its affiliates.

The committee members are:

     (1) JQ 1 Associates, LLC
         100 Jericho Quadrangle, Suite 106  
         Jericho, New York 11753

     (2) Christine Cohen  
         39 Ocean Avenue  
         Center Moriches, NY 11934           

     (3) Kolb Radiology, P.C.  
         307 E. 60th Street  
         New York, NY 10022

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 Constellation & Orion

Constellation Healthcare Technologies, Inc., is a healthcare
services organization providing outsourced revenue cycle
management, practice management, and group purchasing services to
U.S. physicians.  Orion Healthcorp, et al. --
http://www.orionhealthcorp.com/-- are a consolidated enterprise of
several companies aggregated through a series of acquisitions,
which operate the following businesses: (a) outsourced revenue
cycle management for physician practices, (b) physician practice
management, (c) group purchasing services for physician practices,
and (d) an independent practice association business, which is
organized and directed by physicians in private practice to
negotiate contracts with insurance companies on their behalf while
those physicians remain independent and which also provides other
services to those physician practices.  Orion has locations in
Houston, Texas; Jericho, New York; Lakewood, Colorado;
Lawrenceville, Georgia; Monroeville, Pennsylvania; and Simi Valley,
California.

Constellation Healthcare Technologies, Inc., along with certain of
its subsidiaries, including Orion Healthcorp, Inc., on March 16,
2018, initiated voluntary proceedings under Chapter 11 of the U.S.
Bankruptcy Code to facilitate an orderly and efficient sale of its
businesses.  The lead case is In re Orion Healthcorp, Inc.
(E.D.N.Y. Lead Case No. 18-71748).  

The Debtors have liabilities of $245.9 million.

The Hon. Carla E. Craig is the case judge.

The Debtors tapped DLA Piper US LLP as counsel; FTI Consulting,
Inc., as restructuring advisor; Houlihan Lokey Capital, Inc., as
investment banker; and Epiq Bankruptcy Solutions, LLC as claims and
noticing agent.


PACIFIC DRILLING: Taps KPMG Luxembourg as Auditor
-------------------------------------------------
Pacific Drilling S.A. seeks approval from the U.S. Bankruptcy Court
for the Southern District of New York to hire KPMG Luxembourg,
Societe cooperative as auditor.

The firm will conduct an audit of Pacific Drilling's consolidated
financial statements for the year ending December 31, 2017, for a
fixed fee of EUR40,000; and an audit of its annual accounts for the
year ending December 31, 2017, for a fixed fee of EUR20,000.

KPMG will also conduct an audit of the annual accounts of the
company's Luxembourg affiliates Pacific Sharav S.a r.l. and Pacific
Santa Ana S.a r.l. and their foreign branch located within the
Dubai airport free zone.  The firm will charge each of the
companies EUR28,000.

Fabien Hedouin, a partner at KPMG, disclosed in a court filing that
the firm is a "disinterested person" as defined in Section 101(14)
of the Bankruptcy Code.

KPMG can be reached through:

     Fabien Hedouin
     KPMG Luxembourg, Societe cooperative
     39, Avenue John F. Kennedy
     L-1855 Luxembourg

                      About Pacific Drilling

Pacific Drilling S.A., a Luxembourg public limited liability
company (societe anonyme), operates an international offshore
drilling business that specializes in ultra-deepwater and complex
well construction services.  Pacific Drilling --
http://www.pacificdrilling.com/-- owns seven high-specification
floating rigs: the Pacific Bora, the Pacific Mistral, the Pacific
Scirocco, the Pacific Santa Ana, the Pacific Khamsin, the Pacific
Sharav and the Pacific Meltem.  All drillships are of the latest
generations, delivered between 2010 and 2014, with a combined
historical acquisition cost exceeding $5.0 billion.  The average
useful life of a drillship exceeds 25 years.

On Nov. 12, 2017, Pacific Drilling S.A. and 21 affiliates each
filed a voluntary petition for relief under Chapter 11 of the
United States Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No.
17-13193).  The cases are pending before the Honorable Michael E.
Wiles and are jointly administered.

Pacific Drilling disclosed $5.46 billion in assets and $3.18
billion in liabilities as of Sept. 30, 2017.

The Debtors tapped Sullivan & Cromwell LLP as bankruptcy counsel
but was later replaced by Togut, Segal & Segal LLP; Evercore
Partners International LLP as investment banker; AlixPartners, LLP,
as restructuring advisor; Alvarez & Marsal Taxand, LLC as executive
compensation and benefits consultant; Ince & Co LLP and Jones
Walker LLP as special counsel; and Prime Clerk LLC as claims and
noticing agent.

The RCF Agent tapped Shearman & Sterling LLP, as counsel, and PJT
Partners LP, as financial advisor.

The ad hoc group of RCF Lenders engaged White & Case LLP, as
counsel.

The SSCF Agent tapped Milbank Tweed, Hadley & McCloy LLP, as
counsel, and Moelis & Company LLC, as financial advisor.

The Ad Hoc Group of Various Holders of the Ship Group C Debt, 2020
Notes and Term Loan B tapped Paul, Weiss, Rifkind, Wharton &
Garrison, in New York as counsel.


PERFORMANCE DRILLING: Public Sale Set for April 12
--------------------------------------------------
UMB Bank N.A. ("secured party") will offer at a public sale through
competitive bidding the assets of Performance Drilling Company LLC
that have been pledged as collateral to the secured party on April
12, 2018, at 1:00 p.m. (Central Time) at the offices of McDermott
Will & Emery LLP, 1000 Louisiana Street, Suite 3900, Houston,
Texas.

All parties desiring to qualify as a bidder at the sale will be
required to deliver to the secured party by April 9, 2018, at 5:00
p.m. (Central Time): (1) a deposit of $50,000 and (2) satisfactory
proof of financial ability to consummate the sale for an amount not
less than the minimum bid amount.

The secured party intends to bid a portion of its secured claim
against the company to acquire the sale assets at the sale, such
portion which is intended to be bid will be in an amount not less
than $2.5 million.

Based in Brandon, Mississippi, Performance Drilling Company LLC --
http://www.perfdrill.com/-- provides quality land drilling
services for natural gas and oil exploration and production
companies.  The Company operates in Arkansas, Louisiana, Texas,
Mississippi, Alabama, and Florida.  The company filed for Chapter
11 protection on May 21, 2010 (Bankr. S.D. Miss. Case No.
10-01852).  The Debtor estimated both assets and debt of between $1
million and $10 million. Judge Neil P. Olack presides over the
Debtor's bankruptcy Case.  Douglas C. Noble, Esq., at McCraney
Montagnet & Quin, PLLC, represents the Debtors.


PERFORMANCE TIRE: Taps Matthew L. Pepper as Legal Counsel
---------------------------------------------------------
Performance Tire and Wheel, Inc. seeks approval from the U.S.
Bankruptcy Court for the Southern District of Mississippi to hire
Matthew L. Pepper, Attorney at Law as its legal counsel.

The firm will assist the Debtor in prosecuting claims; represent
the Debtor in adversary cases and other court proceedings; conduct
examinations of witnesses and claimants; and provide other legal
services related to its Chapter 11 case.

The firm will charge an hourly fee of $175 for its services.

Matthew Pepper, Esq., disclosed in a court filing that his firm is
a "disinterested person" as defined in Section 101(14) of the
Bankruptcy Code.

The firm can be reached through:

     Matthew Louis Pepper, Esq.
     Matthew L. Pepper, Attorney at Law
     25211 Grogans Mill Road, Suite 450
     The Woodlands, TX 77380
     Tel: 281-367-2266
     Fax: 281-292-6072
     E-mail: pepperlaw@msn.com

                 About Performance Tire and Wheel

Performance Tire and Wheel, Inc., operates a tire shop in Gulfport,
Mississippi.

Performance Tire and Wheel sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. S.D. Miss. Case No. 18-50029) on Jan.
8, 2018.  In the petition signed by Charles D. Mauffray, president,
the Debtor estimated assets of less than $500,000 and liabilities
of $1 million to $10 million.  Judge Katharine M. Samson presides
over the case.


PF CHANG: Moody's Lowers CFR to Caa1 over Weak Liquidity
--------------------------------------------------------
Moody's Investors Service downgraded P.F. Chang China Bistro Inc.'s
("PF Chang") debt ratings, including its Corporate Family Rating
(CFR) to Caa1 from B3 and Probability of Default Rating to Caa1-PD
from B3-PD. Moody's also downgraded PF Chang's $325 million term
loan and $60 million revolver to B1 from Ba3 and $300 million
senior unsecured notes to Caa2 from Caa1. The ratings outlook is
negative.

"The downgrade and negative outlook reflect PF Chang's weaker than
expected operating earnings leading to interest expense and capital
expenditures outstripping internal cash flow generation." stated
Bill Fahy, Moody's Senior Credit Officer. The level of negative
free cash flow accelerated in 2017 resulting in a larger decline in
cash balances, leaving the company more reliant on its revolving
credit facility to fund cash needs in 2018. "Given Moody's view
that revenue growth will remain difficult and margin pressures will
continue, PF Chang's ability to refinance its $300 million notes
well in advance of June 30, 2020 will be challenging" stated Fahy.
The company revolver and term loan is subject to a springing
maturity of April and May 2020, if more than $60 million of the
notes are outstanding,

Downgrades:

Issuer: P.F. Chang's China Bistro, Inc.

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

-- Corporate Family Rating , Downgraded to Caa1 from B3

-- Senior Secured Bank Credit Facility, Downgraded to B1(LGD2)
    from Ba3(LGD2)

-- Senior Unsecured Regular Bond/Debenture, Downgraded to
    Caa2(LGD5) from Caa1(LGD5)

Outlook Actions:

Issuer: P.F. Chang's China Bistro, Inc.

-- Outlook, Changed To Negative From Stable

RATINGS RATIONALE

P.F. Chang is constrained by its weak liquidity, high leverage and
very modest interest coverage with leverage on a debt to EBITDA
basis exceeding 8.0 times and EBIT coverage of interest of around
0.3 times as of January 1, 2018. Moreover, given negative sales
trends at Pei Wei, relatively flat growth at Bistro and rising
industry operating costs, the company's ability to strengthen
liquidity or credit metrics over the near term will be challenging.
The company benefits from a high level of brand awareness,
reasonable scale with broad geographic diversity, a strategic focus
on driving traffic and cost saving initiatives.

The negative outlook reflects PF Chang's weak operating trends and
industry cost pressures that will likely hamper it's ability to
materially strengthen liquidity and improve credit metrics over the
next twelve months.

PF Chang's ratings could be downgraded if operating performance or
liquidity continue to deteriorate, leading to an increased
liquidity concerns.

A higher rating would require PF Chang to materially strengthen
free cash flow and cash balances with a sustained improvement in
operating performance, same store sales and reduced cost
structure.

P.F. Chang operates restaurants under the brand names P.F. Chang's
China Bistro (Bistro) and Pei Wei Asian Diner (Pei Wei) in the
casual and fast casual dining segments of the restaurant industry.
Annual revenue is approximately $1.3 billion. P.F. Chang's is owned
by Centerbridge Capital Partners II, L.P.

The principal methodology used in these ratings was Restaurant
Industry published in January 2018.



PHOENIX COMPANIES: A.M. Best Affirms B(fair) Fin. Strength Rating
-----------------------------------------------------------------
A.M. Best has affirmed the Financial Strength Rating (FSR) of B
(Fair) and the Long-Term Issuer Credit Ratings (Long-Term ICR) of
"bb+" of the key life/health (L/H) subsidiaries of The Phoenix
Companies, Inc. (Phoenix) (headquartered in Hartford, Connecticut).
Additionally, the Long-Term ICR of "b" of Phoenix and its existing
Long-Term Issue Credit Ratings (Long-Term IR) has been affirmed.
Concurrently, A.M. Best has affirmed the FSR of B (Fair) and the
Long-Term ICRs of "bb+" of The Pyramid Life Insurance Company
(Pyramid Life) (Overland Park, KS) and Constitution Life Insurance
Company (Constitution Life) (Houston, TX). The outlook of these
Credit Ratings (ratings) is stable.

The rating affirmations reflect Phoenix's balance sheet strength,
which A.M. Best categorizes as adequate, as well as its weak
operating performance, neutral business profile and marginal
enterprise risk management. Phoenix maintains a strong level of
risk-adjusted capitalization, and a well-managed and diverse
general account investment portfolio. In 2017, the company reported
increased risk-adjusted capitalization, improved capital adequacy,
and focused on transformational efforts to enhance systems and
improve efficiencies and reduce expenses. The company maintained
adequate liquidity; however, financial flexibility remains limited
due to its weakened credit profile from the impact of prior years'
results. However, improved access to capital from Phoenix's
ultimate parent, have partially mitigated this concern.
Notwithstanding the improved operating results in 2017, the company
has in recent years experienced significant losses associated in
part with the resolution of all material legacy litigation,
statutory net losses in its universal life insurance block of
business and the level of one-time expenses. In 2016, Phoenix also
ceded approximately 50% of its in-force fixed-indexed annuity
business and 50% of new annuity sales to an unrated affiliated
offshore reinsurance company, Nassau Re Cayman. A.M. Best believes
that Phoenix's enhanced risk-management capabilities will reduce
the likelihood of additional material events occurring going
forward.

Overall sales have generally declined in recent periods due to a
combination of capital constraints prior to its acquisition by
Nassau Re, the transition to a new streamlined product offering and
the impact of the changes in the DOL rules on industry-wide sales.
A.M. Best notes that positive cash flows from its legacy block of
participating whole life insurance business have largely offset
losses from elevated expenses and one-time events that have
occurred over the past several years. A.M. Best expects a general
improvement in the company's operating performance over the
medium-term as the new management team implements its business plan
focused on streamlining operations and implementing further
expenses management and investing in growth as it re-enters the
marketplace with new products.

The FSR of B (Fair) and the Long-Term ICRs of "bb+" have been
affirmed with a stable outlook for the following L/H subsidiaries
of Nassau Reinsurance Group Holdings, L.P.:

Phoenix Life Insurance Company

PHL Variable Insurance Company

Phoenix Life and Annuity Company

The Pyramid Life Insurance Company

Constitution Life Insurance Company

The following Long-Term IRs has been affirmed:

The Phoenix Companies, Inc.:

— "b" on $300 million 7.45% senior unsecured notes, due 2032
    (approx. $253 million outstanding)

Phoenix Life Insurance Company:

— "b+" on $175 million 7.15% surplus notes, due 2034 (approx.
    $126 million outstanding)


PREMIER MARINE: 4th Amendment to Cash Collateral Stipulation Okayed
-------------------------------------------------------------------
Judge Katherine A. Constantine of the U.S. Bankruptcy Court for the
District of Minnesota has approved the Fourth Amendment to
Stipulation authorizing Premier Marine, Inc.'s use of cash
collateral and granting Secured Borrower adequate protection.

A full-text copy of the Order is available at:

                http://bankrupt.com/misc/mnb17-32006-287.pdf

                      About Premier Marine

For 25 years, Premier Marine, Inc., has manufactured "Premier"
brand pontoon boats -- http://www.pontoons.com/-- in Wyoming,
Minnesota.  Premier Marine designs, builds and markets luxury
pontoons and holds many patents on manufacturing elements such as
furniture hinges, J-Clip rail fasteners and the PTX performance
package.  The family-owned and operated Company sells its pontoons
through boat dealers located throughout the United States and
Canada.

Premier Marine is a family owned business formed in 1992 by Robert
Menne and Eugene Hallberg.  The Menne family controls 72.8% of the
company equity.  Hallberg controls the remaining 27.2% and is
Premier's landlord.

Premier Marine, Inc., filed a Chapter 11 petition (Bankr. D. Minn.
Case No. 17-32006) on June 19, 2017.  

The need for reorganization in chapter 11 was precipitated by a
failed acquisition of another pontoon manufacturer in 2011.  The
Chapter 11 was filed in response to an eviction action commenced by
Hallberg for the nonpayment of rent.  The Chapter 11 is necessary
to attract a new equity partner, reject the Hallberg leases,
consolidate manufacturing under a single roof and reorganize the
business for the mutual benefit of the Debtor creditors, employees
and dealer network.

In the bankruptcy petition signed by president Lori J. Melbostad,
the Debtor estimated assets and liabilities between $10 million and
$50 million.

The case is assigned to Judge Katherine A. Constantine.  

The Debtor's counsel are Michael F. McGrath, Esq., and Will R.
Tansey, Esq., at Ravich Meyer Kirkman McGrath Nauman & Tansey, A
Professional Association.  Guidesource's Richard Gallagher is the
Debtor's financial consultant.

On June 27, 2017, the Office of the U.S. Trustee appointed an
official committee of unsecured creditors.  Fafinski, Mark &
Johnson, P.A., is the Committee's bankruptcy counsel.


PRIME HEALTHCARE: S&P Affirms 'B-' CCR, Off CreditWatch Negative
----------------------------------------------------------------
S&P Global Ratings affirmed its 'B-' corporate credit rating on
acute-care hospital operator Prime Healthcare Services Inc. and
removed the rating from CreditWatch, where it was placed with
negative implications on May 17, 2017. The outlook is stable.

S&P said, "We also removed our 'B-' rating on the senior secured
debt from CreditWatch. Our recovery rating on this debt remains
'3', indicating our expectations for meaningful (50%-70%; rounded
estimate: 60%) recovery in the event of payment default.

"Prime Healthcare has resolved the key issues that were the basis
for our CreditWatch listing. We don't expect the company to
initiate any further large accounting revisions such as its recent
accounts-receivables write-offs. The company filed its 2016 audit,
received a bank amendment that waived all covenant violations, and
reset its bank covenants. In addition, we expect the company to
file its 2017 audit within the next few weeks and that the amended
credit agreement will provide adequate cushion of compliance
against financial covenants.

"Our stable outlook reflects our expectation that the company's
portfolio will remain relatively unchanged over the next year as it
continues to integrate recent acquisitions and focus on improving
operating performance. We also believe the company will not make
any further accounting adjustments. We already consider the
potential lumpiness in performance over the next two years due to
the impact of the HQAF program."


PRINTING MACHINE: Taps Tamarez CPA as Accountant
------------------------------------------------
The Printing Machine Corporation seeks approval from the U.S.
Bankruptcy Court for the District of Puerto Rico to hire Tamarez
CPA, LLC, as its accountant.

The firm will assist the Debtor in the preparation of monthly
operating reports; provide general accounting and tax services for
year-end reports and income tax preparation; assist in the
reconciliation of proofs of claim filed and amount due to
creditors; and help the Debtor prepare supporting documents for its
Chapter 11 plan of reorganization.

The firm's hourly rates are:

     Albert Tamarez-Vasquez, CPA, CIRA     $150
     CPA Supervisor                        $100
     Senior Accountant                      $85
     Staff Accountant                       $65

Tamarez received a retainer in the sum of $3,000 prior to the
Petition Date.

Albert Tamarez Vasquez, a certified public accountant employed with
Tamarez, 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:

     Albert Tamarez Vasquez
     Tamarez CPA, LLC
     First Federal Saving Building
     1519 Ave. Ponce De Leon, Suite 412
     San Juan, PR 00909-1713
     Tel: (787) 795-2855
     Fax: (787) 200-7912
     E-mail: atamarez@tamarezcpa.com

                About The Printing Machine Corp

Based in Mayaguez, Puerto Rico, The Printing Machine Corp filed a
Chapter 11 petition (Bankr. D.P.R. Case no. 18-01164) on March 5,
2018, estimating under $1 million in assets and liabilities.  The
case is assigned to Judge Edward A. Godoy.  Edgardo Mangual
Gonzalez, Esq., at EMG Despacho Legal, CRL, is the Debtor's
counsel.


PROFESSIONAL RESOURCE: Unsecureds to be Paid 5% of Allowed Claims
-----------------------------------------------------------------
Professional Resource Network, Inc. and HomeCare Resource, LLC,
filed an application for conditional of their joint disclosure
statement in support of their joint plan of reorganization dated
March 20, 2018.

The Debtors also request that the Court fix a date for a hearing on
final approval of the joint disclosure statement, and fix a date
for hearing on confirmation of the Debtors' joint plan.

Under the joint plan, unsecured creditors in Class 1 will be paid
5% of their allowed claims. The payment to unsecured creditors will
be made on or before Dec. 31, 2018. The Debtors estimate that the
allowed claims held by unsecured creditors total approximately
$474,428.00. The Debtors estimate the unsecured debt and exclude
the Ruppert Claim in the amount of $800,000.

The Debtors are pursuing a joint plan of reorganization to continue
their business operations subsequent to approval of the joint plan.
Profits from ongoing operations will be used to fund the joint
plan. The Debtors anticipate no adverse tax consequences as a
result of the Court confirming the plan.

A copy of the Disclosure Statement is available for free at:

     http://bankrupt.com/misc/mnb17-41577-113.pdf

             About Professional Resource Network

Professional Resource Network, Inc. and HomeCare Resource, LLC,
sought protection under Chapter 11 of the Bankruptcy Code (Bankr.
D. Minn. Case Nos. 17-41577 and 17-41578) on May 25, 2017.  Charie
L. Devolites, chief executive officer, signed the petitions.  

Established in 2000, HomeCare Resource --
http://www.homecareresource.com/-- operated a home health care
facility offering nursing care, physical therapy, occupational
therapy, speech pathology, home health aide and medical social
services.

At the time of the filing, Professional Resource estimated assets
of less than $50,000 and liabilities of $1 million to $10 million.
HomeCare Resource estimated assets of less than $50,000 and
liabilities of less than $100,000.

Judge Kathleen H. Sanberg presides over the cases.

The Debtors are represented by Steven B. Nosek, Esq., and Yvonne R.
Doose, Esq.


QUEEN ELIZABETH: Ruling Allowing SMS to File Late Claim Upheld
--------------------------------------------------------------
Debtor-Appellant Queen Elizabeth Realty Corp. appeals from an
interlocutory order granting Creditor-Appellee SMS Financial G,
LLC, permission to file a late proof of claim pursuant to Federal
Rule of Bankruptcy Procedure 9006(b)(1). Debtor's bankruptcy
petition was filed in July 2013, and creditors were required to
file notices of claim by Oct. 28, 2013. SMS's
predecessors-in-interest had not been given notice of the
proceeding or its attendant deadlines; did not learn of it until
December 2015; and filed a proof of claim four months later. After
extensive discovery and briefing on this issue, U.S. Bankruptcy
Judge Stuart M. Bernstein granted SMS's motion to file a proof of
claim untimely on the basis of excusable neglect. Because Judge
Bernstein's decision was not an abuse of his discretion, District
Judge Katherine Polk Failla affirms the order.

Queen Elizabeth argues that SMS's "delay was not excusable neglect
within the meaning of the applicable case law." It makes clear,
however, that it "does not argue that [SMS] is barred from filing
its [p]roof of [c]laim because it missed the Bar [Date]" but,
rather, takes issue with "what [SMS] did when it learned of [Queen
Elizabeth's b]ankruptcy on Dec. 2, 2015." Specifically, Queen
Elizabeth claims that "[t]he Bankruptcy Court erred when it failed
to emphasize [SMS's] reason for the delay" and "gave short shrift"
to the argument that SMS's delay could not be excused on the basis
of "law office failure." In opposition, SMS argues that SMS never
raised the "law office failure" argument in the Bankruptcy Court,
and that this Court should reject Queen Elizabeth's arguments on
the merits because the delay -- and any prejudice that flows from
it -- was occasioned by Queen Elizabeth's failure to notify SMS's
predecessor of the bankruptcy proceeding and Bar Date. SMS argues,
further, that it was entitled to relief under a due process
standard, which would have obviated the need to consider the
Pioneer excusable neglect standard.

To review, the Pioneer factors to be considered are "[i] the danger
of prejudice to the debtor, [ii] the length of the delay and its
potential impact on judicial proceedings, [iii] the reason for the
delay, including whether it was within the reasonable control of
the movant, and [iv] whether the movant acted in good faith." The
first and second factors weigh in favor of SMS. The Bar Date set by
the Bankruptcy Court was Oct. 28, 2013, and SMS filed its motion to
submit a claim on April 5, 2016. The total period of delay was
about 30 months. The parties agreed in the proceedings that Queen
Elizabeth did not provide SMS's predecessors with actual notice of
the Bar Date, and discovery revealed that All Points (by then,
Capital One) did not become aware of the bankruptcy petition until
early December 2015 during the due diligence conducted by SMS.

The Court finds that the period of delay attributable to SMS (four
months) was not significant and did not inflict irreparable damage
on the administration of Queen Elizabeth's bankruptcy. Notably,
Queen Elizabeth placed a notice on the docket that failed to
include the date of the confirmation hearing, leaving SMS in the
dark as to its timing and, consequently, the urgency of filing its
claim. Because only the first two months of the four-month delay
can be said to have affected the administration of the bankruptcy
-- and because SMS would have better understood the need to file
sooner had the docket been clearer about the confirmation hearing
-- the Court finds that the length of the delay favors SMS.

What is more, permitting SMS's late claim will not "prejudice"
Queen Elizabeth, as the term was used by the Pioneer Court. SMS
filed its claim after the reorganization plan had been confirmed,
but this was due, at least in part, to Queen Elizabeth's filing of
a misleading Notice of Hearing. Queen Elizabeth says it is
prejudiced because it must now draft a new plan. The Bankruptcy
Court found this unavailing, and the District Court does as well.

Because it affirms the ruling on the Pioneer analysis, the Court
need not decide the issue of SMS's due process claim. That said,
the Court agrees with the Bankruptcy Court's determination that,
under Espinosa, a creditor with actual knowledge of a bankruptcy
proceeding -- even if the creditor did not receive the notice it
was due -- may not sit on its rights indefinitely.

The appeals case is In re QUEEN ELIZABETH REALTY CORP., Debtor, No.
17 Civ. 2594 (KPF)(S.D.N.Y.).

A full-text copy of the Court's March 8, 2018 Opinion and Order is
available at https://is.gd/rP7LYq from Leagle.com.

Queen Elizabeth Realty Corp., Debtor, represented by Austin Reis
Graff, The Scher Law Firm, LLP.

Queen Elizabeth Realty Corp., Appellant, represented by Austin Reis
Graff, The Scher Law Firm, LLP & Jonathan L. Scher , The Scher Law
Firm, LLP.

SMS Financial G, LLC, Appellee, represented by James M. Andriola --
james@andriolalaw.com -- Andriola Law, PLLC.

             About Queen Elizabeth Realty Corp.

Queen Elizabeth Realty Corp. was formed in 1994 and owns a
commercial condominium unit consisting of the ground and basement
floors of the Royal Elizabeth Condominium located at 157 Hester
Street a/k/a 68-82 Elizabeth Street, New York, New York.

Queen Elizabeth filed a Chapter 11 bankruptcy petition (Bankr.
S.D.N.Y. Case No. 13-12335) on July 17, 2013.  Judge Stuart M.
Bernstein presides over the case.  

The petition was signed by Jeffrey Wu, president of QERC and owner
of 1/3 of the Debtor's shares.  Jeffrey Wu and Lewis Wu (brothers
of Phillip Wu, brothers-in-law of Margaret Wu), and Phillip Wu,
each own 1/3 of the shares of the Debtor.

The Debtor disclosed $20 million of total assets and $12 million of
total liabilities in its Schedules.

Jonathan S. Pasternak, Esq., at Delbello Donnellan Weingarten Wise
& Wiederkehr, LLP, serves as the Debtor's counsel.

On Aug. 8, 2013, Margaret Wu filed a motion to dismiss the case.
On Sept. 18, 2013, receiver Dean K. Fong, Esq., filed a motion to
dismiss the case or in the alternative, excuse the receiver from
turnover requirements.  The Court denied the motions to dismiss
from the bench at a hearing on Oct. 31, 2013.

The Debtor has commenced an adversary proceeding, Adv. Pro. No.
13-01386, against the receiver and Margaret Wu, seeking, among
other things, declaratory judgment clarifying the ownership
interests of the Debtor, and turnover of the property from the
receiver.

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


R.O. MANSE 1708: Case Summary & 5 Unsecured Creditors
-----------------------------------------------------
Debtor: R.O. Manse 1708, LLC
        20445 State Highway 249, Suite 280
        Houston, TX 77070

Type of Business: R.O. Manse 1708, LLC is a privately held
                  company in Houston, Texas engaged in
                  activities related to real estate.

Chapter 11 Petition Date: April 3, 2018

Case No.: 18-31736

Court: United States Bankruptcy Court
       Southern District of Texas (Houston)

Judge: Hon. Marvin Isgur

Debtor's Counsel: Joshua W. Wolfshohl, Esq.
                  PORTER HEDGES LLP
                  1000 Main, 36th Floor
                  Houston, TX 77002
                  Tel: 713-226-6000
                  Fax: 713-228-1331
                  E-mail: jwolfshohl@porterhedges.com

Estimated Assets: $10 million to $50 million

Estimated Liabilities: $10 million to $50 million

The petition was signed by William M. Kallop, member.

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

        http://bankrupt.com/misc/txsb18-31736.pdf

List of Debtor's Five Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
AIG Private Client Group              Insurance          $51,376
2000 West Loop
South, Suite 2150
Houston, TX 77027
Pamela Strother,
Senior Account Exec.
Tel: (713) 624-6319
Email: Pamela.Strother@crystalco.com

Goldman Sachs Bank, USA            Note and Deed of   $7,100,000
222 South Main Street                    Trust
Salt Lake City, UT 84101
c/o Francis R. Bradley, III
Tel: (713) 374-3500
Email: bradleyf@gtlaw.com

Harris County Tax Assessor          Real Property       $252,547
PO Box 3547                              Taxes
Houston, TX
77253-3547
Tel: (713) 274-8000

Home Tax Solutions, LLC                  Loan           $253,099
4849 Greenville
Avenue, Tower Two, Suite 1620
Dallas, TX 75206
Rebecca Palacios,
Senior Loan Officer
Tel: (214) 613-2387
Email: rebecca@hometaxsolutions.com

K Solutions                       Home IT Services       $46,420
1506 Longacre Drive
Houston, TX 77055
Kevin Kahler
Tel: (832) 758-4323
Email: ksolutions@houston.rr.com


RADISYS CORPORATION: Egan-Jones Lowers FC Sr. Unsec. Rating to C
----------------------------------------------------------------
Egan-Jones Ratings Company, on March 27, 2018, downgraded the
foreign currency senior unsecured rating on debt issued by Radisys
Corporation to C from CC.

Radisys Corporation is a publicly traded company located in
Hillsboro, Oregon, United States that makes technology used by
telecommunications companies in mobile networks.


RENNOVA HEALTH: On Track to Acquire Hospital by May 1
-----------------------------------------------------
Rennova Health, Inc., which recently announced the acquisition of
its second rural hospital, reported an interview of CEO Seamus
Lagan, on Uptick Newswire's "Stock Day" podcast with Everett
Jolly.

"Can you update us on the status of the acquisition of the 85 bed
hospital in Jamestown Tennessee?" asked Jolly.

"Our current target is to take ownership on May 1st," said Lagan.
"And at this time we do not see any reason that this date cannot be
maintained.  This acquisition complements our hospital in Oneida,
38 miles away, and we look forward to the synergies helping to
deliver growth in revenue and profits in both hospitals for many
years."

The Company's purchase of two geographically synergetic hospitals
in rural Tennessee has opened the door for predictable revenue and
growth moving forward.  Rennova Health expects the implementation
of this model will prove positive for the Company and its
shareholders and expects significant improvements in revenue and
shareholders' equity throughout 2018.

Rennova had entered into a definitive asset purchase agreement to
acquire the Jamestown, Tenn. hospital known as Tennova Healthcare -
Jamestown.  Tennova Healthcare - Jamestown is a fully operational
85-bed facility including a 24/7 emergency department, radiology
department, surgical center, and a wound care & hyperbaric center.
The purchase includes a 90,000 sq. ft. hospital building on
approximately 8 acres.

To listen to the full interview please click here to the following
link:
https://upticknewswire.com/featured-interview-ceo-seamus-lagan-of-rennova-health-inc-otcqb-rnva-2/

A transcript of interview of Seamus Lagan is available for free at:
https://is.gd/cLelFk

                    About Rennova Health

Rennova Health, Inc. -- http://www.rennovahealth.com/-- provides
diagnostics and supportive software solutions to healthcare
providers.  The Company's principal lines of business are
diagnostic laboratory services, supportive software solutions and
decision support and informatics services.  The company is
headquartered in West Palm Beach, Florida.

Rennova Health reported a net loss attributable to common
stockholders of $32.61 million on $5.24 million of net revenues for
the year ended Dec. 31, 2016, compared with a net loss attributable
to common stockholders of $37.58 million on $18.39 million of net
revenues for the year ended Dec. 31, 2015.

As of Sept. 30, 2017, Rennova had $6.36 million in total assets,
$25.15 million in total liabilities and a total stockholders'
deficit of $18.78 million.

Green & Company, CPAs, in Temple Terrace, Florida, issued a "going
concern" qualification on the consolidated financial statements for
the year ended Dec. 31, 2016, citing that the Company has
significant net losses and cash flow deficiencies.  Those
conditions raise substantial doubt about the Company's ability to
continue as a going concern.


RIO OIL: S&P Assigns Prelim. BB- Rating on Series 2018-1 Notes
--------------------------------------------------------------
S&P Global Ratings assigned its preliminary 'BB-' rating to Rio Oil
Finance Trust's $600 million fixed-rate notes series 2018-1. At the
same time, S&P affirmed its ratings on the outstanding notes.

The note issuance is backed by all current and future royalty and
special participation payments from offshore oil and natural gas
production in the Rio de Janeiro State (RJS) in Brazil. The
transaction's sponsor is Rioprevidência, a social security fund
for RJS state employees that has been allocated present and future
RJS royalties rights, after mandatory deductions.

The preliminary rating is based on information as of April 4, 2018.
Subsequent information may result in the assignment of a final
rating that differs from the preliminary rating.

The preliminary rating reflects the following components:

-- The corporate performance risk assessment, which addresses
Petrobras' ability to continue operating the oil and gas fields
despite a restructuring or default on its corporate debt
obligations. S&P said, "However, in this analysis, given the
exposure to Petrobras as obligor, our rating considered Petrobras'
'BB-' foreign currency rating as opposed to its corporate
performance risk. We included Petrobras as the only producer since
it accounts for more than 90% of the royalty and special
participation payments to the National Treasury that will then be
allocated to RJS and then Rioprevidência."

-- The structural assessment, which addressed the receivables'
ability to generate sufficient cash flows to repay the notes.
Additionally, it evaluated the key structural features, early
amortization triggers, reserves, and the legal transfer of the
assets.

-- A sovereign interference assessment that considered the
possibility of government interference in the transaction.

  PRELIMINARY RATING

  Rio Oil Finance Trust
  Series     Rating     Amount (mil. $)
  2018-1     BB-                    600

  RATINGS AFFIRMED

  Rio Oil Finance Trust
  Series     Rating
  2014-1     BB-
  2014-3     BB-


RL ENTERPRISES: Unsecureds to Receive Nothing Under Plan
--------------------------------------------------------
RL Enterprises, LLC, filed with the U.S. Bankruptcy Court for the
District of Nevada a disclosure statement describing its plan of
reorganization, which proposes to pay creditors from the continuing
operations of the business.

The Debtor commenced operations on April 5, 2000, and was formed
for the property management, sales and leasing of property placed
in the corporation. Since commencement of operations in 2000, and
throughout this Chapter 11 proceeding, Roman Libonao has been 100%
shareholder and president of RL Enterprises.

The Plan provides for 31 classes of secured claims; 1 class of
unsecured claims; and 1 class of equity security holders.  The Plan
also provides for the payment of administrative claims for Debtor's
attorney fees with payment in full on the effective date of the
Plan after court approval.

Class 1 under the plan is the secured claim of Kern County
Treasurer-Tax Collector. The secured claim of $2,029.61 will be
paid in approximately 48 monthly payments of $44.03 at a 2%
interest starting on the first day of the Effective Date of the
Plan until the $2,029.61 claim is paid in full.

Class 32 consists of the general unsecured class which will receive
a distribution of $0 of their allowed claims.

The Plan Proponent believes that the Debtor will have enough cash
on hand on the effective date of the Plan to pay all the claims and
expenses that are entitled to be paid on that date.

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

     http://bankrupt.com/misc/nvb17-10271-231.pdf

A full-text copy of the Plan is available at:

     http://bankrupt.com/misc/nvb17-10271-230.pdf

                     About RL Enterprises

RL Enterprises, LLC, is the owner of 10 investment properties.

RL Enterprises filed a Chapter 11 bankruptcy petition (Bankr. D.
Nev. Case No. 17-10271) on Jan. 23, 2017.  Roman Libonao,
president, signed the petition.  The Hon. Mike K. Nakagawa presides
over the case.  

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

The Debtor is represented by Seth D. Ballstaedt, Esq., at
Ballstaedt Law Firm. The Debtor also hired Pettifer & Associates,
Inc., as appraiser.


ROCKY MOUNTAIN: S&P Lowers Rating on 2010 School Bonds to 'B-'
--------------------------------------------------------------
S&P Global Ratings lowered its underlying rating on Colorado
Educational & Cultural Facilities Authority's  series 2010 charter
school refunding and improvement revenue bonds, issued for Rocky
Mountain Academy of Evergreen (RMAE), to 'B-' from 'B'. The outlook
is stable.

"We lowered the rating based on our view of the academy's weakened
financial profile and our expectation of continued pressure through
fiscal 2018," said S&P Global Ratings credit analyst Robert Tu.

S&P said, "RMAE has experienced continued operating deficits,
resulting in very weak maximum annual debt service coverage (MADS)
of below 1.0x, and our expectation of continued pressure through
fiscal 2018. In addition, enrollment has dropped substantially over
the past two years due to a significant change in the school's
leadership and board members, though we believe the school has
started to show some signs of stabilization under the leadership of
a new management team and board. According to the bond documents,
coverage below 1.1x requires RMAE to obtain a management
consultant, and would not necessarily result in immediate
acceleration, though eventually, a majority of bondholders could
declare an event of default with acceleration of all payments as a
potential remedy. We understand that RMAE has not obtained a
management consultant for the past two years and that management
asserts they are still in compliance with bond covenants, though
our calculations of debt service coverage suggest otherwise.
However, bondholders have not made any requests for a consultant or
taken any further action at this time.

"We assessed RMAE's enterprise profile as highly vulnerable,
reflected in large, double-digit enrollment declines over the past
two years, lack of a waiting list, and overall very small
enrollment. We assessed RMAE's financial profile as highly
vulnerable, characterized by significant negative operating
results, very weak MADS coverage, and a small operating base, but
still sufficient days' cash on hand for the rating level. We
believe that, combined, these credit factors lead to an indicative
standalone credit profile of 'b-' and a final rating of 'B-'.

"The stable outlook reflects our view of RMAE's potential for
enrollment stabilization, as well as our expectation of progress
toward balanced operations in fiscal 2019, and with a still
sufficient liquidity position for the rating level. We expect the
academy to receive a successful charter renewal by its authorizer
within the outlook period and to remain in compliance with bond
covenants.

"We could consider a negative rating action within our outlook
period if the academy continues to lose students, operations and
coverage do not improve in fiscal 2019 as expected, or days' cash
on hand continues to decline. In addition, if the school does not
remain in compliance with bond covenants, causing an event of
default and subsequent bondholder action or potential acceleration,
we could lower the rating.

"We could consider a positive rating action outside the one-year
outlook period if the school can grow enrollment, improve
operations to cover MADS by at least 1x, and maintain steady days'
cash on hand."


RONALD AND GRACE: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Ronald and Grace Faillace, LLC
        384 N 5th St
        Surf City, NJ 08008-5246

Business Description: Ronald and Grace Faillace owns in fee simple
                      a real property located 713 Old Shore Rd,
                      Forked River, NJ currently valued at
                      $407,727 and a separate real property
                      located at 715 Old Shore Rd, Forked River,
                      NJ with a current valuation of $1.17
                      million.

Chapter 11 Petition Date: April 3, 2018

Case No.: 18-16649

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

Judge: Hon. Michael B. Kaplan

Debtor's Counsel: Daniel E. Straffi, Esq.
                  STRAFFI & STRAFFI, LLC
                  670 Commons Way
                  Toms River, NJ 08755
                  Tel: 732-341-3800
                  Fax: 732-341-3548
                  E-mail: bktrustee@straffilaw.com
                          bkclient@straffilaw.com

Total Assets: $1.61 million

Total Liabilities: $912,660

The petition was signed by Ronald Faillace, limited partner.

The Debtor said it has no unsecured creditors.

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

          http://bankrupt.com/misc/njb18-16649.pdf


ROOSEVELT GARDEN: S&P Puts 'BB+' Rating on 2014A Bonds on Watch Neg
-------------------------------------------------------------------
S&P Global Ratings placed its 'BB+' rating on the Public Finance
Authority, Wis.' series 2014A multifamily housing revenue bonds
(Roosevelt Gardens Apartments, Fla.) on CreditWatch with negative
implications.

"The rating action reflects our repeated attempts to acquire 2017
audited financial information that would allow us to conduct our
analysis in accordance with our criteria and policies," said S&P
Global Ratings credit analyst Joan Monaghan.

S&P said, "Should sufficient information be provided to us within
90 days of this action, we will conduct a review and take rating
action as soon as practicable. However, failure to receive such
information within 90 days of this rating action could result in a
suspension of the rating."


S360 RENTALS: Taps W. Steven Shumway as Legal Counsel
-----------------------------------------------------
S360 Rentals, LLC received approval from the U.S. Bankruptcy Court
for the Eastern District of California to hire the Law Office of W.
Steven Shumway as its legal counsel.

The firm will advise the Debtor regarding the administration of its
bankruptcy estate; assist in the investigation and collection of
any outstanding accounts receivable; represent the Debtor's
interest in suits in California state courts; and provide other
legal services related to its Chapter 11 case.

Steven Shumway, Esq., will charge $325 per hour while paralegals
will charge $70 per hour for their services.  

The Debtor paid the firm $1,717 for the filing fee and $3,283 for
the preparation of bankruptcy petition and schedules.

The firm does not hold or represent any interests adverse to the
Debtor and its estate, according to court filings.

Shumway can be reached through:

     Steven W. Shumway, Esq.
     Law Office of W. Steven Shumway
     3400 Douglas Blvd., Suite 250
     Roseville, CA 95661
     Tel: 916-789-8821
     Email: sshumway@shumwaylaw.com

                      About S360 Rentals

S360 Rentals, LLC, filed as a single asset real estate (as defined
in 11 U.S.C. Section 101(51B)), whose principal assets are located
at 4209 Almond Lane Davis, California.

S360 Rentals sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. E.D. Cal. Case No. 18-20774) on Feb. 12, 2018.  In the
petition signed by Raymond Sahadeo, managing member, the Debtor
estimated assets of $1 million to $10 million and liabilities of
less than $500,000.  Judge Christopher D. Jaime presides over the
case.


SAN JUAN ICE: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: San Juan Ice Inc.
        2336 Ave Rexach
        San Juan, PR 00915

Business Description: San Juan Ice Inc. is a privately owned ice
                      manufacturer in San Juan, Puerto Rico.
                      The Company is a small business Debtor as
                      defined in 11 U.S.C. Section 101(51D).

Chapter 11 Petition Date: April 3, 2018

Case No.: 18-01784

Court: United States Bankruptcy Court
       District of Puerto Rico (Old San Juan)

Judge: Hon. Mildred Caban Flores

Debtor's Counsel: Robert Millan, Esq.
                  MILLAN LAW OFFICES
                  250 Calle San Jose
                  San Juan, PR 00901
                  Tel: 787 725-0946
                  E-mail: rmi3183180@aol.com

Total Assets: $580,495

Total Liabilities: $1.17 million

The petition was signed by Ramiro Rodriguez Pena, president.

A full-text copy of the petition containing, among other items, a
list of the Debtor's 20 largest unsecured creditors is available
for free at: http://bankrupt.com/misc/prb18-01784.pdf


SERTA SIMMONS: Bank Debt Trades at 9.09% Off
--------------------------------------------
Participations in a syndicated loan under which Serta Simmons
Bedding LLC is a borrower traded in the secondary market at 90.91
cents-on-the-dollar during the week ended Friday, March 29, 2018,
according to data compiled by LSTA/Thomson Reuters MTM Pricing.
This represents a decrease of 2.17 percentage points from the
previous week. Serta Simmons pays 350 basis points above LIBOR to
borrow under the $1.95 billion facility. The bank loan matures on
November 8, 2023. Moody's rates the loan 'B2' and Standard & Poor's
gave a 'B-' rating to the loan. The loan is one of the biggest
gainers and losers among 247 widely quoted syndicated loans with
five or more bids in secondary trading for the week ended Friday,
March 29.


SFR GROUP: Bank Debt Trades at 3.40% Off
----------------------------------------
Participations in a syndicated loan under which SFR Group SA
[ex-Numericable SAS] is a borrower traded in the secondary market
at 96.60 cents-on-the-dollar during the week ended Friday, March
29, 2018, according to data compiled by LSTA/Thomson Reuters MTM
Pricing. This represents an increase of 1.15 percentage points from
the previous week. SFR Group pays 300 basis points above LIBOR to
borrow under the $2.15 billion facility. The bank loan matures on
January 6, 2026. Moody's rates the loan 'B1' and Standard & Poor's
gave a 'B+' rating to the loan. The loan is one of the biggest
gainers and losers among 247 widely quoted syndicated loans with
five or more bids in secondary trading for the week ended Friday,
March 29.


SHEARER'S FOODS: Moody's Affirms B3 CFR; Outlook Stable
-------------------------------------------------------
Moody's Investors Service affirmed Shearer's Foods, LLC's B3
Corporate Family Rating and B3-PD Probability of Default Rating.
Moody's also affirmed the Caa2 second lien term loan rating. At the
same time, Moody's assigned a B3 (LGD 3) rating to the company's
proposed $735 million fungible first lien term loan. Ratings on the
$290 million first lien term loan, $225 million incremental first
lien term loan, and $235 million first lien notes will be withdrawn
when the transaction for the fungible first lien term loan closes.
The rating outlook is stable.

The company intends to enter into a new $235 million first lien
term loan facility. Proceeds from this facility will be used to
fully repay its $235 million first lien notes that mature in 2019.
Pricing on the new term loan and its maturity date will match the
pricing and maturity of its existing $225 million incremental first
lien term loan.

The company will reprice its existing $290 million first lien term
loan to a higher rate so that it matches the rate on the new term
loan. It will also combine the three first lien term loans into a
single $735 million first lien term loan. The maturity date on its
existing $290 million term loan is the same as the other first lien
term loans. The amount of debt outstanding will not change.
Amortization under the existing term loans has resulted in
outstanding amounts that are less than the original $225 million
and $290 million borrowed.

Shearer's extended the expiration date on its $125 million asset
based revolving credit facility (unrated). It now expires the
earlier of March 2023, 90 days prior to the first lien notes, 90
days prior to the first lien term loan, and 90 days prior to the
second lien term loan.

The affirmation reflects Moody's expectation of positive free cash
flow over the next year due to operating problems being resolved
and a decline in debt to EBITDA to at or below 7.0 times by the
company's 2019 year end in September. It also reflects the
refinancing of near term debt maturities (Sr. notes due in 2019),
hiring of a permanent CEO, and extension of the revolver expiration
date.

Moody's affirmed the following ratings:

- Corporate Family Rating at B3

- Probability of Default Rating at B3-PD

- $225 million second lien term loan due 2022 at Caa2 (LGD 5)

Moody's assigned the following rating:

- $735 million first lien term loan due 2021 at B3 (LGD 3)

Moody's will withdraw the following ratings when the transaction
closes:

- $290 million first lien term loan due 2021 at B3 (LGD 3)

- $225 million first lien term loan due 2021 at B3 (LGD 3)

- $235 million first lien notes due 2019 at B3 (LGD 3)

RATINGS RATIONALE

Shearer's B3 Corporate Family Rating reflects high financial
leverage that is a result of a significant amount of debt combined
with low earnings due to operational and integration issues. Its
free cash flow is modest, which will result in a slow repayment of
debt. The rating also incorporates low profitability and customer
concentration. Additional, it reflects Shearer's leading position
as a producer of private label snacks and its broad manufacturing
footprint allowing it to service customers nationally.

Moody's rating outlook is stable incorporating Moody's expectation
that Shearer's will remain highly leveraged with low
profitability.

Ratings could be upgraded if the company sustains debt to EBITDA
below 6.5 times, consistently generates positive free cash flow,
and maintains good operating performance.

Ratings could be downgraded if the company's liquidity
deteriorates, operating performance weakens, or if Moody's comes to
believe its capital structure is unsustainable.

Shearer's Foods, LLC, headquartered in Massillon, Ohio,
manufactures snack food products such as kettle chips, tortilla
chips, potato chips, rice crisps, extruded cheese snacks, cookies,
and crackers for other companies. Revenue was $1.2 billion for the
12 months ending December 30, 2017. Shearer's is majority owned by
Ontario Teachers' Pension Plan and does not publicly disclose
financial information.


SHERIDAN INVESTMENT I: Bank Debt Trades at 15.75% Off
-----------------------------------------------------
Participations in a syndicated loan under which Sheridan Investment
Partners I LLC is a borrower traded in the secondary market at
84.25 cents-on-the-dollar during the week ended Friday, March 29,
2018, according to data compiled by LSTA/Thomson Reuters MTM
Pricing. This represents a decrease of 0.98 percentage points from
the previous week. Sheridan Investment pays 350 basis points above
LIBOR to borrow under the $741 million facility. The bank loan
matures on October 1, 2019. Moody's rates the loan 'Caa3' and
Standard & Poor's gave a 'B' rating to the loan. The loan is one of
the biggest gainers and losers among 247 widely quoted syndicated
loans with five or more bids in secondary trading for the week
ended Friday, March 29.


SHERIDAN PRODUCTION I-A: $98MM Bank Debt Trades at 16.42% Off
-------------------------------------------------------------
Participations in a syndicated loan under which Sheridan Production
Partners I-A LP is a borrower traded in the secondary market at
83.58 cents-on-the-dollar during the week ended Friday, March 29,
2018, according to data compiled by LSTA/Thomson Reuters MTM
Pricing. This represents a decrease of 0.99 percentage points from
the previous week. Sheridan Production pays 350 basis points above
LIBOR to borrow under the $98 million facility. The bank loan
matures on October 1, 2019. Moody's rates the loan 'Caa3' and
Standard & Poor's gave a 'B' rating to the loan. The loan is one of
the biggest gainers and losers among 247 widely quoted syndicated
loans with five or more bids in secondary trading for the week
ended Friday, March 29.


SHERIDAN PRODUCTION I-M: $60MM Bank Debt Trades at 16.42% Off
-------------------------------------------------------------
Participations in a syndicated loan under which Sheridan Production
Partners I-M LP is a borrower traded in the secondary market at
83.58 cents-on-the-dollar during the week ended Friday, March 29,
2018, according to data compiled by LSTA/Thomson Reuters MTM
Pricing. This represents a decrease of 0.99 percentage points from
the previous week. Sheridan Production pays 350 basis points above
LIBOR to borrow under the $60 million facility. The bank loan
matures on October 1, 2019. Moody's rates the loan 'Caa3' and
Standard & Poor's gave no rating to the loan. The loan is one of
the biggest gainers and losers among 247 widely quoted syndicated
loans with five or more bids in secondary trading for the week
ended Friday, March 29.


SHERIDAN PRODUCTION: $900MM Bank Debt Trades at 16.42% Off
----------------------------------------------------------
Participations in a syndicated loan under which Sheridan Production
Partners is a borrower traded in the secondary market at 83.58
cents-on-the-dollar during the week ended Friday, March 29, 2018,
according to data compiled by LSTA/Thomson Reuters MTM Pricing.
This represents a decrease of 0.99 percentage points from the
previous week. Sheridan Production pays 350 basis points above
LIBOR to borrow under the $900 million facility. The bank loan
matures on October 1, 2019. Moody's gave no rating to the loan and
Standard & Poor's gave no rating to the loan. The loan is one of
the biggest gainers and losers among 247 widely quoted syndicated
loans with five or more bids in secondary trading for the week
ended Friday, March 29.


SII LIQUIDATION: Bankruptcy Court Sanctions Counsel $16K
--------------------------------------------------------
In the case captioned SCHWAB IND., INC., Plaintiff, v. THE
HUNTINGTON NATIONAL BANK et al., Defendants, ADV. No. 14-6024
(Bankr. N.D. Ohio), Bankruptcy Judge Russ Kendig issues a
memorandum opinion explaining the Court's sanction to the Plaintiff
and its counsel. The Court calculated the sanction amount after
granting Defendants Hahn, Loeser & Parks, LLP, Lawrence E. Oscar,
and Andrew Krause's Rule 9011 motion for sanctions against
Plaintiff and its counsel.

Debtors SII Liquidation Company and affiliates knowingly filed
chapter 11 cases. They were aware of the sale proceedings and
principals participated in the asset sale. Debtors developed
seller's remorse and directed that remorse at their bankruptcy
counsel. The court rejected the shareholder malpractice claims,
finding they lacked standing and res judicata barred the claims.
Along the way, the court rejected certain factual contentions made
by David Schwab, a shareholder and principal. The shareholders
filed a motion for relief from judgment, which was also rejected.
Debtors remained unsatisfied and devised a plan to purchase the
stock of the liquidated debtors, hoping to circumvent the standing
problem. Upon transfer, the company filed the underlying complaint
in state court, raising many of the same claims rejected by this
court in the shareholder lawsuit. Defendants removed the action to
this court and Plaintiff sought remand.

When it decided the motion to remand, the court restated its
position that the malpractice claims were prepetition claims that
belonged to the estate and disagreed with Plaintiff's contention
concerning the claims' accrual. The court also found that any
malpractice claims belonged to the creditor trust and Plaintiff's
acquisition of the liquidated debtors' stock did not affect
ownership. At this point, Plaintiff had a ruling that the stock
purchase did not have the intended result and it did not own any
malpractice claims even if such claims existed.

At the time of the removal ruling, Defendants' motions to dismiss
was pending, where Defendants argued Plaintiff lacked standing and
res judicata barred the claims. Plaintiff's responses to the
motions disregarded the conclusions in the removal ruling.
Plaintiff argued it had standing to assert the legal malpractice
claims because it was not a party to the previous actions, leaving
it unbound from res judicata. Plaintiff also made an argument that
the claims were timely and core claims belonged to Plaintiff.
Plaintiff's response is indicative of the two main problems the
court seeks to curtail: (1) relitigation of matters previously
decided, and (2) arguments in bankruptcy court that demonstrate a
profound lack of understanding of bankruptcy law and procedure. The
court is convinced that after the court denied the motion to
remand, and made the conclusions therein, Plaintiff's response to
the motions to dismiss were meritless. Considering the motion for
sanctions was filed before Plaintiff responded to the motion to
dismiss, Respondents were on notice that they should proceed
conscientiously. Failing to do so opened Defendants to additional
legal fees related to the motion to dismiss.

Defendants request over $191,000 for fees related to the motion to
dismiss. The court is going to work from this basis, applying the
conclusions above to reach an appropriate sanction. The problem for
the court is that the fee itemization is chronological, not
topical, leaving scraps of time devoted to the motion to dismiss
here and there in the fee itemization. It is further complicated by
lump sum entries that cover multiple items and contains items, such
as appellate matters, which are not recoverable.

The court previously ruled that it would not award any fees for
work performed before the motion for sanctions was filed. Since the
motion to dismiss was filed in June 2014, before the sanctions
motion on Nov. 24, 2014, only time devoted to the motion to dismiss
after Nov. 24, 2014 is compensable. Plaintiff responded on June 10,
2015 and HLP replied on July 6, 2015. Mr. VanNiel billed $31,365;
Mr. Daniel R. Warren billed $12,425; and Sarah M. Szalay billed
$46.25 during this period, for a total of $43,836.25 for the reply
brief. Baker & Hostetler provided a 10% discount on this amount.

Applying the lodestar calculation to this, the court finds that the
amount of time spent by the attorneys, 79 hours, is not reasonable
when viewed in light of the final product. The final product
contains three chiefly rehashed arguments. Some of the time
entries, such as that on 6/10/15 for Mr. Daniel R. Warren, contain
items unrelated to the motion to dismiss. Multiple days contain
time allotted to interoffice communications billed by both
attorneys. The court hereby reduces the time spent by a flat 25% in
an attempt to balance inflated and duplicative charges. Mr.
VanNiel's hours are reduced to 46.125; Mr. Warren's are reduced to
13.125, and Ms. Szalay's, which the court finds reasonable, are
unchanged.

Next in the lodestar calculation is multiplying the reasonable
hours by the appropriate hourly rate, which the court determined
was half of the billed rate. As a result, Mr. VanNiel's hourly rate
is $255, Mr. Warren's is $355, and Ms. Szalay's is $92.50.
Multiplying these rates by the hours expended $16,444.39. The
court, thus,  imposes a sanction of $16,444.39 against Mr. Charles
Longo and his firm.

Quixotically, the court is going to operate from the premise that
there is also a natural deterrence resulting from sanctions against
an attorney with an AV rating and unblemished record. Combined with
the $16,444.39 sanction, the court is persuaded this is sufficient
to deter future, similar conduct from Mr. Longo and his firm.

A full-text copy of the Court's Memorandum Opinion dated March 12,
2018 is available at https://is.gd/HFd30M from Leagle.com.

Schwab Industries, Inc., Plaintiff, represented by Charles V. Longo
-- cvlongo@cvlongolaw.com

The Huntington National Bank, Defendant, represented by Andrew S.
Nicoll -- anicoll@porterwright.com. -- Porter Wright Morris &
Arthur, LLP.

Hahn Loeser & Parks LLP, Defendant, represented by Jack B. Cooper
-- jbcooper@dayketterer.com -- Day Ketterer, Michael A. VanNiel --
mvanniel@bakerlaw.com -- Baker & Hostetler LLP, Daniel Rubin Warren
-- dwarren@bakerlaw.com -- Baker & Hostetler, LLP & Thomas D.
Warren -- twarren@bakerlaw.com -- Baker & Hostetler, LLP.

Lawrence E Oscar, Esq. & Andrew Krause, Defendants, represented by
Jack B. Cooper , Day Ketterer, Karen Swanson Haan , Baker &
Hostetler, LLP, Michael A. VanNiel , Baker & Hostetler LLP, Daniel
Rubin Warren , Baker & Hostetler, LLP & Thomas D. Warren , Baker &
Hostetler, LLP.

                      About Schwab Industries

Dover, Ohio-based Schwab Industries, Inc., produced, supplied and
distributed ready-mix concrete, concrete block, cement and related
supplies to commercial, governmental and residential contractors
throughout Northeast Ohio and Southwest Florida.

The Company filed for Chapter 11 bankruptcy protection (Bankr. N.D.
Ohio Case No. 10-60702) on Feb. 28, 2010.  Affiliates Medina
Cartage Co.; Medina Supply Company; Quality Block & Supply, Inc.;
O.I.S. Tire, Inc.; Twin Cities Concrete Company; Schwab Ready-Mix,
Inc.; Schwab Materials, Inc.; and Eastern Cement Corp. also sought
bankruptcy protection.  The Parkland Group, Inc., provided
restructuring services and designated Laurence V. Goddard as Chief
Restructuring Officer.  Hahn Loeser & Parks LLP served as
bankruptcy counsel.  Brouse McDowell, LPA, served as special
counsel.  Garden City Group, Inc., served as claims, noticing and
balloting agent.  The Company estimated its assets and liabilities
at $50 million to $100 million.

As part of the bankruptcy, substantially all of the Debtors' assets
via auction.  The Court entered a sale order on May 28, 2010.
Subsequently, the Court confirmed a liquidation plan.  Through the
sale and plan, a creditor trust was established for the benefit of
the unsecured creditors and John B. Pidcock was designated Creditor
Trustee.  The Debtor was later renamed SII Liquidation Company.


SIVYER STEEL: Taps Concord Financial as Investment Banker
---------------------------------------------------------
Sivyer Steel Corporation seeks approval from the U.S. Bankruptcy
Court for the Southern District of Iowa to hire Concord Financial
Advisors, LLC, as its investment banker.

The firm will help the Debtor develop an overall strategy and
timing for a transaction, including the sale of its real estate;
identify, qualify and manage potential candidates for the
transaction; assist in selecting the final buyer and in negotiating
the final transaction; manage the transaction process through
closing; and provide other investment banking services.    

Concord will receive a retainer of $15,000 and a monthly fee of
$15,000.  Should it secure a transaction, the Debtor will pay the
firm a transaction fee of $100,000 for aggregate consideration due
under their engagement agreement up to $10,000,000, plus additional
transaction fees calculated as follows:  

     Transaction Fee     Aggregate Consideration
     ---------------     -----------------------
          2.5%           Between $10,000,001 and $13,000,000
          2.0%           Between $13,000,001 and $14,000,000
          1.5%           Between $14,000,001 and $15,000,000
          1.0%           Over $15,000,001

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

The firm maintains an office at:

     Concord Financial Advisors, LLC
     70 W. Madison Street, Suite 1400
     Chicago, IL 60602
     Phone: (312) 759-9900
     E-mail: info@concordfinancialadvisors.com

                  About Sivyer Steel Corporation

Sivyer Steel Corporation -- https://www.sivyersteel.com/ -- is a
supplier of steel castings based in Bettendorf, Iowa.  Founded by
Frederick Lincoln in 1909, the company is an ISO 9001:2008
recertified steel foundry, which means that it meets the
International Organization for Standardization's quality management
system.

The Company develops custom steel castings and components for
clients in industries that include government, private, and public
sectors. Sivyer Steel specializes in military castings, energy
applications, railroad castings, wear parts, pump & valves, oil &
gas, mining, construction castings, perimeter security, and
agriculture.

An involuntary Chapter 11 case was filed against the Company on
March 8, 2018, by alleged creditors Sadler Machine Co., Speyside
Machining Holdings, LLC, and ARCO Manufacturing Corporation.

Sivyer Steel sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. S.D. Iowa Case No. 18-00507) on March 14, 2018.  In
the petition signed by Keith Kramer, president, the Debtor
disclosed $16.43 million in assets and $18.35 million in
liabilities.

Judg Anita L. Shodeen presides over the case.

Bradshaw, Fowler, Proctor & Fairgrave is the Debtor's bankruptcy
counsel.  Spencer Fane LLP, is the special counsel.


SKILLSOFT CORPORATION: Bank Debt Trades at 13.87% Off
-----------------------------------------------------
Participations in a syndicated loan under which Skillsoft
Corporation is a borrower traded in the secondary market at 86.13
cents-on-the-dollar during the week ended Friday, March 29, 2018,
according to data compiled by LSTA/Thomson Reuters MTM Pricing.
This represents a decrease of 2.13 percentage points from the
previous week. Skillsoft Corporation pays 825 basis points above
LIBOR to borrow under the $185 million facility. The bank loan
matures on April 28, 2022. Moody's rates the loan 'Caa3' and
Standard & Poor's gave a 'CCC' rating to the loan. The loan is one
of the biggest gainers and losers among 247 widely quoted
syndicated loans with five or more bids in secondary trading for
the week ended Friday, March 29.


SLM CORP: Fitch Raises IDR to BB+ & Revises Outlook to Stable
-------------------------------------------------------------
Fitch Ratings has upgraded the Long-Term Issuer Default Ratings
(IDRs) of SLM Corporation (SLM) and Sallie Mae Bank to 'BB+' from
'BB'. Fitch has also upgraded the Viability Ratings for SLM and
Sallie Mae Bank to 'bb+' from 'bb' and the senior unsecured debt
rating and preferred stock rating of SLM to 'BB+ and 'B+' from 'BB'
and 'B', respectively. Fitch upgraded Sallie Mae Bank's long-term
and short-term deposit ratings to 'BBB-' and 'F3' from 'BB+' and
'B', respectively. The Rating Outlook has been revised to Stable
from Positive.  

KEY RATING DRIVERS
IDRS, VRs AND SENIOR DEBT

The ratings upgrade reflects SLM's stable credit performance as the
percentage of its private education loan portfolio that is in full
principal and interest repayment surpassed 40% in 2017, a
moderation in loan growth, improved core operating performance
driven by greater cost efficiency and net interest margin (NIM)
expansion, and further strengthening of SLM's leading market
position in the U.S. private education loan industry supported by
the launch of several new loan products and continued market share
gains.

Rating constraints include SLM's monoline business model, the
duration mismatch between demand deposits and longer-term student
loans, and the sensitivity and stability of the deposit base to
rising interest rates.

The Stable Outlook reflects the expectation that SLM's credit
performance, while continuing to normalize as a growing percentage
of its loans are in full principal repayment, will be consistent
with management's cumulative loss forecasts through the cycle. It
also reflects a further moderation of loan growth and stabilization
of its capital ratios, expectations for solid profitability, and
maintenance of its strong competitive position in its core private
education lending business over the Outlook horizon.

Despite the relatively modest 3% growth in private education loan
originations in 2017, as the industry faced some near-term
demographic and cyclical headwinds, SLM continued to increase
market share to 55% in 2017, up from 54% in 2016. The company is
launching several new products this year targeted at the graduate
student segment, where it is underpenetrated, and also plans to
roll out a refinancing product in 2018 aimed at defending its
existing portfolio from consolidation by third party lenders.
Additionally, current proposed legislation in Congress seeks to
curtail the federal GradPLUS loan program, which, if it were to
become law, would significantly increase SLM's addressable market.

Asset quality was solid in 2017 even as the portfolio continued to
season and a larger percentage of loans entered repayment. Net
charge-offs as a percentage of average loans in repayment increased
to 1.03% in 2017 compared to 0.96% in 2016 driven primarily by
portfolio seasoning. Reserve coverage remained solid at 2.17x
trailing 12 month (TTM) charge-offs. The strong credit performance
is supported by the 88% co-signer rate on loan originations and a
prime-focused underwriting strategy as evidenced by the average
FICO score of 747.

Profitability has stabilized over the past two years as the asset
growth cap on SLM previously enforced by the FDIC was eased in late
2015. This enabled SLM to cease selling a portion of the loans it
originated, which had yielded earnings volatility. Fitch expects
profitability to be more stable as gain on sale income no longer is
a significant component of SLM's revenue. Earnings benefitted in
2017 from NIM expansion. SLM's net interest margin increased to
5.93% in 2017 from 5.68% in 2016, aided by the Federal Reserve's
(Fed) interest rate increases coupled with SLM's largely
variable-rate loan portfolio and lower than expected deposit betas.
Going forward, the stability of SLM's NIM will be heavily dependent
on its deposit beta and its loan portfolio mix.

The company's efficiency was also a significant contributor to
earnings growth in 2017, dropping to 38.4% (adjusted for the impact
of the Tax Act) from 40.1% in 2016, as the company continues to
realize scale benefits following the rapid growth of its loan
portfolio as well as investments made in technology enhancements to
its customer interface.

Management has indicated that it plans to use a portion of the tax
savings from the recently enacted Tax Act to reinvest in technology
to further improve cost efficiency, and to also fund product
expansion into personal installment loans and credit card products.
While Fitch would view revenue diversification by SLM favorably,
these products create additional risks, and appear unlikely to be
significant contributors to SLM's revenue and earnings over the
Outlook horizon.

SLM's capitalization remains solid with a common equity Tier 1
(CET1) ratio of 11.9% at the end of 2017 compared to 12.6% at the
end of 2016. The decline in the CET1 ratio reflects robust loan
growth of 25% in 2017. SLM also completed its second Dodd-Frank Act
Stress Test (DFAST) exercise in 2017, which concluded that SLM has
sufficient capital levels to support its student loan portfolio in
the event of severe stress. Fitch expects SLM's CET1 ratio to
stabilize over the next couple of years as loan growth moderates
from the outsized levels in recent years. Management has guided to
a CET1 ratio of 11.7% at the end of 2018.

Although SLM has diversified its funding profile over the past
couple of years, it remains a ratings constraint. SLM continues to
target a funding mix of 80% deposits and 20% securitization, and
was relatively close to this mix with 83% deposit funding and 17%
securitization/unsecured debt at YE17. The majority of SLM's
deposits are brokered (53%), which are more price sensitive than
traditional retail deposits. Fitch also believes that the duration
of brokered deposits does not align as well with student loan
assets as would securitizations and unsecured debt, particularly
during periods of rising interest rates. Although the company does
enter into swaps to hedge a portion of the repricing risk, Fitch
views SLM's deposit franchise as weaker than some of its online
bank and regional bank peers.

SUPPORT RATING AND SUPPORT RATING FLOOR

SLM has a Support Rating of '5' and Support Rating Floor of 'NF'.
In Fitch's view, SLM is not systemically important, and therefore
the probability of sovereign support is unlikely. SLM's IDRs and
VRs do not incorporate any support.

SUBORDINATED DEBT AND OTHER HYBRID SECURITIES

Fitch's 'B+' rating on the Series B preferred shares reflect their
linkage to the IDRs. The notching reflects the subordinated payment
priority and weaker recovery prospects for these instruments, in
accordance with Fitch's 'Global Bank Rating Criteria'. The Series B
preferred shares are rated three notches below the VR, reflecting
the instrument's non-performance and relative loss severity risk
profile in addition to their non-cumulative nature.

DEPOSIT RATINGS

The uninsured long-term deposit ratings of Sallie Mae Bank are
rated one-notch higher than SLM's long-term IDR and senior
unsecured debt because U.S. uninsured deposits benefit from
depositor preference. U.S. depositor preference gives deposit
liabilities superior recovery prospects in the event of default.

RATING SENSITIVITIES
IDRS, VRs AND SENIOR DEBT

Positive ratings momentum could be driven by an improvement in the
company's funding profile and in particular a de-emphasis of
brokered deposits in relation to retail deposits and unsecured
debt, or the demonstration of deposit flow resiliency and pricing
discipline on its deposits through a full interest rate cycle.
Positive momentum could also be driven by more meaningful revenue
diversification from student loans without materially altering the
company's credit risk profile.

Ratings could be negatively impacted by rapid asset growth,
meaningful deterioration in portfolio credit quality, a weakening
funding profile, declining capital levels, a material change in
strategic objectives and priorities, such as rapid expansion into
other areas of consumer lending, or increased political uncertainty
pertaining to the student loan industry.

SUPPORT RATING AND SUPPORT RATING FLOOR

Since SLM's Support Rating and Support Rating Floor are '5' and
'NF', respectively, there is limited likelihood that these ratings
will change over the foreseeable future.

SUBORDINATED DEBT AND OTHER HYBRID SECURITIES

The preferred stock ratings are sensitive to any changes in SLM's
VR.

DEPOSIT RATINGS

The long- and short-term deposit ratings are sensitive to any
changes in SLM's long- and short-term IDRs.

Fitch has taken the following rating actions:

SLM Corporation
-- Long-term IDR upgraded to 'BB+' from 'BB';
-- Short-term IDR affirmed at 'B';
-- Support Rating affirmed at '5';
-- Support Rating Floor affirmed at 'NF';
-- Viability Rating (VR) upgraded to 'bb+' from 'bb';
-- Senior Unsecured Debt upgraded to 'BB+' from 'BB'
-- Series B Preferred Stock upgraded to 'B+' from 'B'.

Sallie Mae Bank
-- Long-term IDR upgraded to 'BB+' from 'BB';
-- Short-term IDR affirmed at 'B';
-- Support Rating affirmed at '5';
-- Support Rating Floor affirmed at 'NF';
-- VR upgraded to 'bb+' from 'bb';
-- Long-term Deposits upgraded to 'BBB-' from 'BB+';
-- Short-term Deposits upgraded to 'F3' from 'B'.

The Rating Outlook is Stable.


SOLID CONCRETE: Taps Fireside Associates as Realtor
---------------------------------------------------
Solid Concrete Walls Co., LLC received approval from the U.S.
Bankruptcy Court for the District of New Jersey to hire Fireside
Associates, Inc., as realtor.

The firm will assist the Debtor in the sale of its real property
located at 523 Tansboro Road, Berlin, New Jersey.  Fireside will
get a commission of 6% of the sales price.

The firm is a "disinterested person" as defined in Section 101(14)
of the Bankruptcy Code, according to court filings.

                   About Solid Concrete Walls

Solid Concrete Walls Co., LLC, sought protection under Chapter 11
of the Bankruptcy Code (Bankr. D.N.J. Case No. 17-35521) on Dec.
21, 2017.  At the time of the filing, the Debtor estimated assets
and liabilities of less than $500,000.  The Debtor hired Kurtzman
Steady, LLC as its legal counsel; and Starkman & Company, LLC as
its accountant.


SOUTHEASTERN GROCERS: Taps Prime Clerk as Claims Agent
------------------------------------------------------
Southeastern Grocers, LLC, received approval from the U.S.
Bankruptcy Court for the District of Delaware to hire Prime Clerk
LLC as claims and noticing agent.

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

The Debtors provided Prime Clerk a retainer in the sum of $50,000
prior to the petition date.  

Benjamin Steele, vice-president of Prime Clerk, disclosed in a
court filing that his firm is a "disinterested person" as defined
in Section 101(14) of the Bankruptcy Code.

Prime Clerk can be reached through:

     Benjamin J. Steele
     Prime Clerk LLC
     830 Third Avenue, 9th Floor
     New York, NY 10022
     Direct: (212) 257-5490
     Mobile: 646-240-7821
     E-mail: bsteele@primeclerk.com

                    About Southeastern Grocers

Southeastern Grocers, LLC, (SEG), the parent company and home of
BI-LO, Fresco y Mas, Harveys Supermarket and Winn-Dixie grocery
stores, is one of the largest conventional supermarket companies in
the U.S. SEG grocery stores, liquor stores and in-store pharmacies
serve communities throughout the seven southeastern states of
Alabama, Florida, Georgia, Louisiana, Mississippi, North Carolina
and South Carolina.  BI-LO, Fresco y Mas, Harveys Supermarket and
Winn-Dixie are well known and well-respected regional brands with
deep heritages, strong neighborhood ties, proud histories of giving
back, talented and caring associates and strong commitments to
providing the best possible quality and value to customers.  Their
Web sites are http://www.bi-lo.com/, http://www.frescoymas.com/,
http://www.harveyssupermarkets.com/and http://www.winndixie.com/

BI-LO and its affiliates filed for Chapter 11 bankruptcy protection
on March 23, 2009 (Bankr. D. S.C. Case No. 09-02140).  BI-LO
emerged from bankruptcy in May 2010 with Lone Star Funds remaining
as majority owner.

Winn-Dixie Stores, Inc., sought Chapter 11 protection (Bankr.
S.D.N.Y. Case No. 05-11063, transferred Apr. 14, 2005, to Bankr.
M.D. Fla. Case Nos. 05-03817 through 05-03840) on Feb. 21, 2005.

In December 2011, BI-LO Holdings signed a deal to acquire all of
the outstanding shares of Winn-Dixie Stores stock in a merger.
Holdings was later renamed Southeastern Grocers.

On March 27, 2018, Southeastern Grocers, LLC and 26 affiliated
debtors sought Chapter 11 protection (Bankr. D. Del. Lead Case No.
18-10700).  SEG commenced Chapter 11 cases to seek confirmation of
a prepackaged chapter 11 plan that will cancel their unsecured
notes in exchange for 100% of the equity of the reorganized
company.

The Debtors have requested joint administration of the cases.  The
Honorable Mary F. Walrath oversees the cases.

Weil, Gotshal & Manges LLP is serving as legal counsel to the
Debtors, Evercore is serving as their investment banker, and FTI
Consulting Inc. as restructuring advisor.  Prime Clerk LLC is the
claims and noticing agent.

Morrison & Foerster LLP is serving as legal counsel and Moelis &
Company LLC is serving as financial advisor to an ad hoc group of
holders of Unsecured Notes and 9.25% Senior Secured Notes due 2019.


SS&C TECHNOLOGIES: Moody's Affirms Ba3 Corporate Family Rating
--------------------------------------------------------------
Moody's Investors Service affirmed SS&C Technologies Holdings,
Inc.'s ("SS&C") Ba3 Corporate Family Rating (CFR), Ba3-PD
Probability of Default Rating (PDR), and the Ba3 ratings for the
new senior secured credit facilities being issued by the
subsidiaries of SS&C. Moody's also affirmed SS&C's SGL-1
Speculative Grade Liquidity rating and changed the ratings outlook
to stable, from negative. The ratings action follow SS&C's
announcement that it has commenced a public offering of up to $1.25
billion of its common stock. The company also intends to grant its
underwriters an option to purchase up to an additional $187.5
million of its common stock as part of the offering. SS&C expects
to use approximately $728 million of the net proceeds from the
equity offering, along with approximately $6.8 billion of new
senior secured credit facilities, to finance the pending
acquisition of DST Systems, Inc. (DST) and repay certain of SS&C's
existing debts. Moody's expects to withdraw the ratings for SS&C's
existing debt that will be repaid upon the close of the
transactions.

RATINGS RATIONALE

Moody's estimates that pro forma for the financing transactions,
SS&C will have about $650 million of cash on hand (excluding
underwriters' option) and total debt to EBITDA will be about 6.4x
(Moody's adjusted, including stock based compensation and
capitalized operating leases). The proposed financing transactions,
including the larger-than-expected equity financing, will result in
$250 million less debt than Moody's had assumed based on SS&C's
initial plans to finance the DST acquisition. Given the company's
acquisitive history, Moody's believes that SS&C's excess cash will
be deployed toward future acquisitions. SS&C also increased its
expected cost savings from the DST acquisition by $25 million to
$175 million, which it expects to realize by 2020. The change in
the outlook considers SS&C's increased pro forma cash balance which
will likely reduce the need to rely on debt for future
acquisitions. Moody's expects SS&C to reduce gross leverage at an
accelerated pace following the DST acquisition.

The Ba3 rating reflects SS&C's elevated leverage and execution
risks in integrating the operations of DST. The DST acquisition
will be dilutive to SS&C's EBITDA margins despite the planned cost
savings. DST's lower profitability relative to SS&C reflects its
highly competitive operating environment and its inherently
lower-margins from business process outsourcing services, relative
to SS&C's solid profit margins derived from its mix of software
products and software-enabled services. The Ba3 CFR is supported by
the larger operating scale of the combined companies and potential
to boost profitability from revenue and cost synergies. SS&C's
execution risks are tempered by its very good liquidity and
management's strong track record of integrating both
product-focused and business process outsourcing companies as well
as its history of deleveraging after acquisitions. The rating
additionally considers the large share of revenues from recurring,
transactions-based services for the combined companies. Moody's
expects SS&C's total debt to EBITDA to steadily decline to the low
4x (Moody's adjusted) in 2020 from a combination of EBITDA growth
at legacy SS&C's operations, cost synergies and accelerated debt
repayment. Moody's further expects annual free cash flow in the
high single digit percentages of total adjusted debt over the 12 to
18 months after the acquisition.

The SGL-1 rating is supported by SS&C's very good prospective
liquidity comprising cash balances, availability under the new $250
million revolving credit facility and at least $450 million of free
cash flow in 2018.

Moody's could downgrade SS&C's ratings if revenues of the combined
companies decline, total debt to EBITDA (Moody's adjusted) is
expected to remain above 5x, or free cash flow falls to the low
single digit percentage of total adjusted debt for an extended
period of time. The rating could be upgraded if the company
establishes a track record of conservative financial policies,
including lower financial risk tolerance, earnings growth is strong
and Moody's believes that SS&C will sustain total debt to EBITDA
(Moody's adjusted) below 4x, including capacity to fund moderate
size acquisitions.

Outlook Actions:

Issuer: SS&C European Holdings S.a.r.l.

-- Outlook, Changed To Stable From Negative

Issuer: SS&C Technologies Holdings Europe S.a.r.l.

-- Outlook, Changed To Stable From Negative

Issuer: SS&C Technologies Holdings, Inc.

-- Outlook, Changed To Stable From Negative

Issuer: SS&C Technologies, Inc.

-- Outlook, Changed To Stable From Negative

Affirmations:

Issuer: SS&C European Holdings S.a.r.l.

-- Senior Secured Bank Credit Facility, Affirmed Ba2 (LGD3), to
    be withdrawn at close

Issuer: SS&C Technologies Holdings Europe S.a.r.l.

-- Senior Secured Bank Credit Facility, Affirmed Ba3 to (LGD4)
    from (LGD3)

-- Senior Secured Bank Credit Facility, Affirmed Ba2 (LGD3), to
    be withdrawn at close

Issuer: SS&C Technologies Holdings, Inc.

-- Probability of Default Rating, Affirmed Ba3-PD

-- Speculative Grade Liquidity Rating, Affirmed SGL-1

-- Corporate Family Rating, Affirmed Ba3

-- Senior Unsecured Regular Bond/Debenture, Affirmed B2 (LGD5),
    to be withdrawn at close

Issuer: SS&C Technologies, Inc.

-- Senior Secured Bank Credit Facility, Affirmed Ba3 to (LGD4)
    from (LGD3)

-- Senior Secured Bank Credit Facility, Affirmed Ba2 (LGD3), to
    be withdrawn at close

SS&C is a leading provider of software and software-enabled
services to over 11,000 clients in the financial services
industry.

The principal methodology used in these ratings was Software
Industry published in December 2015.


STG-FAIRWAY ACQUISITIONS: Moody's Hikes CFR to Caa1; Outlook Pos.
-----------------------------------------------------------------
Moody's Investors Service upgraded STG-Fairway Acquisitions, Inc.'s
("First Advantage" or "FADV") Corporate Family Rating (CFR) to Caa1
from Caa2 and its Probability of Default Rating to Caa1-PD from
Caa2-PD. Concurrently, Moody's upgraded the ratings on the
company's senior secured first lien credit facilities (revolver and
term loan) to B3 from Caa1 and affirmed its senior secured second
lien term loan rating at Caa3. The ratings outlook is positive.

The upgrade to Caa1 reflects FADV's return to positive topline and
earnings growth beginning in the back half of 2017 driven by
better-than-expected performance from North American base
customers, improvements in customer attrition and revenue
conversion rates, as well as productivity and automation savings.
New business bookings also ramped up in 2017 and employment growth
remains healthy. The upgrade also considers FADV's continued
positive free cash flow generation in 2017 and the subsequent
repayment of borrowings outstanding under the revolver credit
facility.

Moody's expects FADV will sustain the positive operating momentum
and free cash flow over the next year provided that projected new
business growth will offset the anticipated revenue attrition in
the North American screening segment and the remaining synergy
benefits are realized. Moody's projects that FADV will maintain
adequate liquidity and its debt-to-EBITDA leverage (Moody's
adjusted) will trend towards low 6.0 times over the next 12-18
months.

Moody's took the following rating action on STG-Fairway
Acquisitions, Inc.:

Ratings upgraded:

-- Corporate Family Rating, upgraded to Caa1 from Caa2

-- Probability of Default Rating, upgraded to Caa1-PD from Caa2-
    PD

-- $50 million senior secured first lien revolving credit
    facility due 2020, upgraded to B3 (LGD3) from Caa1 (LGD3)

-- $485 million senior secured first lien term loan due 2022,
    upgraded to B3 (LGD3) from Caa1 (LGD3)

Ratings affirmed:

-- $150 million senior secured second lien term loan due 2023,
    affirmed at Caa3 (LGD5)

Outlook Actions:

Outlook, changed to positive from stable

RATINGS RATIONALE

FADV's Caa1 CFR reflects the company's highly leveraged capital
structure, modest scale, narrow product focus, as well as the
highly competitive and fragmented market segment in which the
company operates. The rating also incorporates prior operational
challenges in the North American screening business related to the
business realignment, loss of a meaningful customer, and the
maturity of the industry with increased downward pressure on
pricing from new and incumbent competitors. FADV's revenue has been
pressured since the transformative acquisition of the LexisNexis
Screening Solutions business in 2013, but turned positive in the
second half of 2017. Moody's believes revenue growth will continue
over the next 12 months driven by new client wins, increased
transaction volumes from existing customers and favorable
employment trends in a growing economy. Moody's estimates that the
company's debt-to-EBITDA (Moody's adjusted) of around 7.4 times at
December 31, 2017 will trend towards a low 6.0 times range over the
next 12-18 months given expectation for a low single-digit revenue
and EBITDA growth and realization of additional automation cost
savings that will help drive EBITDA margin expansion near 20%.
FADV's limited access to its $50 million revolver credit facility
(borrowings in excess of $10 million will trigger a maximum 5.25x
net leverage ratio covenant that the company would not meet),
modest cash balances of approximately $23.3 million at December 31,
2017 and Moody's expectation for modest free cash flow generation
of $5-10 million in 2018 further constrain the rating.
Nevertheless, FADV maintains a leading global position in a niche
market, end-user industry diversification with blue-chip customers,
and services that are deeply embedded into clients' human resource
functions and entail high switching costs. FADV's services are also
highly scalable with low fixed costs and minimal maintenance
capital expenditure requirements.

The positive ratings outlook reflects Moody's anticipation that
growth in 2018 bookings, ongoing improvement of revenue conversion
rates and tighter management cost controls will lead to lower
financial leverage and improved operating flexibility. The ratings
could be upgraded if FADV: (1) materially improves operating
results; (2) generates free cash flow-to-debt around 3% or more on
a sustained basis; and (3) maintains its debt-to-EBITDA (Moody's
adjusted) in the low 6.0 times range.

The ratings could be downgraded if Moody's expects: (1) operating
performance to deteriorate; (2) productivity and cost reductions
initiatives to not fully offset anticipated investment spending or
increased competitive pressures lead to margin compression; or (3)
liquidity to weaken.

A portfolio company of Symphony Technology Group, FADV provides
screening and background-check services to a variety of industries,
including retail, industrial, professional services, finance,
staffing, and healthcare. Services include criminal record checks,
education and employment verification, credit score standings, drug
testing and fingerprinting. FADV also provides tax-credit screening
for federal- and state-related tax incentive programs, fleet
vehicile services, driver qualification services and multi-family
housing applicant screening. These diverse service offerings made
up about 20% of the company's 2017 revenues. The company generated
total revenues of approximately $400 million for the twelve months
ended December 31, 2017.

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


STONEMOR PARTNERS: S&P Affirms 'CCC+' CCR Amid Delayed 10-K Filing
------------------------------------------------------------------
Trevose, Pa.-based death care provider StoneMor Partners L.P.
(STON) failed to file its 10-K by the April 2, 2018, deadline and
continues to have a very tight covenant cushion. STON has also
reported weak operating performance in 2017 based on the
preliminary unaudited financial results.

S&P Global Ratingsis affirming its 'CCC+' corporate credit rating
on StoneMor Partners L.P. The outlook remains negative.

S&P said, "In addition, we affirmed our 'B' issue-level rating on
the senior secured debt. The recovery rating on this debt remains
'1', reflecting our expectation for very high (90%-100%; rounded
estimate: 95%) recovery in the event of payment default. We also
affirmed our 'CCC+' rating on the senior unsecured notes. The
recovery rating on this debt remains '3', indicating our
expectation for meaningful (50%-70%; rounded estimate: 65%)
recovery in the event of default." StoneMor Operating LLC is the
borrower of both the secured and unsecured debt.

S&P said, "The rating affirmation reflects our expectation that the
company can generate operating cash flow of approximately $25
million in 2018 to support operating needs for at least another
year. We expect the SEC filing delays to persist in 2018, although
lenders have been generally supportive in extending filing
deadlines. We project STON will generate higher GAAP EBITDA in 2018
in the range of $15 million to $20 million, reflecting the
elimination of some nonrecurring expenses and modest operational
improvement. Lastly, in our view, covenant cushion will remain very
tight, particularly given the covenant leverage stepdown to 4.25x
in 2018 from 4.50x in 2017. The risk of a covenant violation is
high this year, but we expect lenders will grant amendments to the
credit agreement.

"The negative outlook reflects a slower-than-expected sales force
ramp-up, significant management turnover, and the ongoing SEC
filing delay, all of which we believe pose risks to our base-case
forecast that STON will have enough liquidity to meet its
operational needs over the next 12 months."


SULLIVAN VINEYARDS: Ruling Bid to Transfer Suit vs. Finn Deferred
-----------------------------------------------------------------
The parties in the case captioned KELLEEN F. SULLIVAN, et al.,
Plaintiffs, v. STEPHEN A. FINN, et al., Defendants, Case No.
3:17-cv-05799-WHO (N.D. Cal.) dispute whether the action should be
transferred to the U.S. Bankruptcy Court in the Northern District
of California, where the Honorable Roger L. Efremsky is presiding
over a matter involving the same nucleus of facts.

The parties have indicated that Chief Judge Efremsky has scheduled
a hearing in that matter on March 19, 2018, at which he will
determine whether the Adversary Proceeding will continue. Because
those issues are relevant to the disposition of this motion,
District Judge William H. Orrick defers ruling until Chief Judge
Efremsky decides how the bankruptcy matter will proceed.

The parties dispute whether the Sullivans' claims belong to the
Sullivans as individual shareholders and partners, or to the
Sullivan Vineyards Corporation (SVC) and Sullivan Vineyards
Partnership (SVP) entities. The Court is inclined to find that
their allegations state claims that may entitle them to relief as
individuals.

But defendants insist that even if the claims are not property of
the estate, they are related to the bankruptcy action because they
affect the administration of the estate. To support this position,
defendants highlight the overlapping facts, and they cite to
Trustee Hoffman's declaration. But "common facts alone are
insufficient to confer 'related to' jurisdiction[,]."Finally, they
ask the Court to take judicial notice of amended proofs of claims
against SVC and SVP filed by Finn in the SVC/SVP bankruptcy on
March 6, 2018. In those claims, Finn seeks indemnification from SVC
and SVP for the claims filed by the Sullivans in this action.

According to Judge Orrick, he will wait to see what Chief Judge
Efremsky does. If Chief Judge Efremsky approves the Plan and
dismisses the Adversary Proceeding, the bankruptcy proceeding will
close and it makes sense for this case to remain with the district
court. If the court denies the plan, Judge Orrick may transfer the
action after considering any order from Chief Judge Efremsky that
follows the March 19, 2018 hearing.

After the Bankruptcy Court decides the issues presented to it on
March 19, 2018, the parties should file a joint statement notifying
the Court of those decisions within one week. Judge Orrick will
thereafter rule on defendants' motion to transfer.

A full-text copy of Judge Orrick's Order dated March 8, 2018 is
available at https://is.gd/MFliQT from Leagle.com.

Kelleen F. Sullivan & Ross A. Sullivan, Plaintiffs, represented by
Peter Vestal -- pvestal@nvlawllp.com -- Niesar & Vestal LLP & John
Armstrong Kelley, Niesar & Vestal LLP.

Stephen A. Finn & Trust Company of America, Inc., Defendants,
represented by Andrew Dale Lanphere, Pillsbury Winthrop Shaw
Pittman LLP & Philip S. Warden  -- philip.warden@pillsburylaw.com
-- Pillsbury Winthrop Shaw Pittman LLP.

                       About Sullivan Vineyards

Sullivan Vineyards Corporation filed a Chapter 11 petition (Bankr.
N.D. Cal. Case No. 17-10065) on Feb. 1, 2017, estimating assets at
$1 million to $10 million and liabilities at $10 million to $50
million at the time of the filing.

Sullivan Vineyards Partnership sought protection under Chapter 11
of the Bankruptcy Code (Bankr. N.D. Cal. Case No. 17-10067) on Feb.
2, 2017.  At the time of the filing, the Debtor disclosed $18.99
million in assets and $14.27 million in liabilities.

Ross Sullivan, CEO, signed the petitions.  

The Debtors tapped Steven M. Olson, Esq., at the Law Office of
Steven M. Olson, as counsel.

Judge Alan Jaroslovsky oversees the cases.  On March 13, 2017, the
Court entered an order directing the joint administration of the
Debtors' cases.

On Aug. 29, 2017, the Court appointed Timothy W. Hoffman as trustee
of the Debtors.  Counsel for the Trustee are Aron M. Oliner, Esq.,
and Geoffrey A. Heaton, Esq., at Duane Morris LLP, in San
Francisco, California.


SYNCREON GROUP: Bank Debt Trades at 6.87% Off
---------------------------------------------
Participations in a syndicated loan under which Syncreon Group BV
is a borrower traded in the secondary market at 93.13
cents-on-the-dollar during the week ended Friday, March 29, 2018,
according to data compiled by LSTA/Thomson Reuters MTM Pricing.
This represents an increase of 1.04 percentage points from the
previous week. Syncreon Group pays 425 basis points above LIBOR to
borrow under the $525 million facility. The bank loan matures on
October 28, 2020. Moody's rates the loan 'Caa2' and Standard &
Poor's gave a 'CCC+' rating to the loan. The loan is one of the
biggest gainers and losers among 247 widely quoted syndicated loans
with five or more bids in secondary trading for the week ended
Friday, March 29.


T.P.I.S. INDUSTRIAL: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: T.P.I.S. Industrial Services, LLC
        P.O. Box 7700
        Pasadena, TX 77508

Type of Business: T.P.I.S. Industrial Services, LLC --
                  http://www.teamtpis.com/-- is a family  
                  owned and operated company that designs,
                  fabricates, and installs removable/reusable
                  thermal and acoustical insulation systems.  
                  The Company provides industrial scaffolding,
                  industrial insulation, painting &
                  sandblasting, heat trace, safety training,
                  inspections, refractory, and various other
                  industrial services.  T.P.I.S. is
                  headquartered in Pasadena, Texas.

Chapter 11 Petition Date: April 3, 2018

Case No.: 18-31733

Court: United States Bankruptcy Court
       Southern District of Texas (Houston)

Judge: Hon. David R Jones

Debtor's Counsel: Margaret Maxwell McClure, Esq.
                  LAW OFFICE OF MARGARET M. MCCLURE
                  909 Fannin, Suite 3810
                  Houston, TX 77010
                  Tel: 713-659-1333
                  Fax: 713-658-0334
                  E-mail: margaret@mmmcclurelaw.com

Total Assets: $3 million

Total Liabilities: $2.55 million

The petition was signed by Juan F. Ocampo, president.

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

     http://bankrupt.com/misc/txsb18-31733_creditors.pdf

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

          http://bankrupt.com/misc/txsb18-31733.pdf


TELEPHONE AND DATA: Fitch Affirms BB+ IDR; Outlook Stable
---------------------------------------------------------
Fitch Ratings has affirmed the 'BB+' Long-Term Issuer Default
Ratings (IDR) for Telephone and Data Systems, Inc. (TDS) and its
subsidiary United States Cellular Corp. (USM). In addition, Fitch
has affirmed the 'BB+'/'RR4' senior unsecured debt ratings for both
companies. USM's ratings consider the consolidated ratings at TDS.
The Rating Outlook remains Stable.

KEY RATING DRIVERS

Wireless Market Position: Fitch's ratings incorporate the smaller
size of Telephone and Data System, Inc.'s (TDS) main operating unit
-- United States Cellular Corp. (USM) -- in a market dominated by
four national wireless operators. This concern is mitigated by
TDS's financial flexibility, arising from its low leverage and
healthy liquidity position. For the year ended
Dec. 31, 2017, USM posted 36,000 net subscribers postpaid additions
versus 73,000 net additions in the corresponding period last year,
largely due to lower gross ads and higher churn in the connected
devices.

Leverage Well Within Fitch's Expectations: Fitch estimates TDS'
gross leverage at 1.8x as of Dec. 31, 2017, including a portion of
partnership distributions received from non-controlling entities
(2.0x without). In calculating gross leverage, Fitch has assumed
deconsolidation of financial services (FS) activity related to
USM's EIP receivables, making adjustments for FS assets and
corresponding debt. Fitch assumes a capital structure for FS
operations, which is strong enough to indicate that FS activities
are unlikely to be a cash drain on industrial operations over the
rating horizon. The FS entity's target capital structure takes into
account the relative quality of EIP receivables and its funding and
liquidity.

Strong Financial Profile: The ratings of TDS and USM reflect the
current strong liquidity position owing to substantial cash
balances, a conservative balance sheet, undrawn revolving credit
facilities, including the securitization facility and long-dated
maturities. As of Dec. 31, 2017, TDS has a cash balance of $619
million and a combined revolver availability of $700 million,
excluding outstanding letters of credit. The strong liquidity
position compensates for the weaker FCFs that Fitch expects in the
near term. The company does not have any material debt repayment
until 2022.

Spectrum: USM acquired 188 licenses in the Federal Communications
Commission's (FCC) 600 MHz spectrum auction that concluded in March
2017, and paid the remaining $186 million out of the total purchase
price of $326 million during 2Q2017. Fitch believes the improved
spectrum position will help USM strengthen its 4G/LTE offering and
will aid VoLTE expansion in additional markets. USM deployed VoLTE
in Iowa 2017 and in Wisconsin early 2018 and will continue
deployments in 2018 and beyond.

Cable Underpins Growth Strategy: TDS has targeted the cable
industry as an avenue of growth. The company has made a few small
tuck-ins since the last major acquisition in September 2014 when
TDS acquired BendBroadband for $261 million in cash. BendBroadband
was the second major cable acquisition for TDS, following the
acquisition of Baja Broadband for $267 million in August 2013. The
company continues to evaluate acquisition opportunities, focusing
on markets with attractive demographics, favorable competitive
environments and lower broadband penetration.

Noncore Assets Provide Flexibility: While Fitch believes TDS
considers USM's 5.5% stake in the Los Angeles partnership and its
tower portfolio as core assets, Fitch also recognizes that these
assets provide the company with financial flexibility should the
need arise as it pursues growth in the cable industry.

DERIVATION SUMMARY

TDS's ratings reflect USM's weaker competitive position in the U.S.
wireless industry that is dominated by four national players, viz.
AT&T Inc. (A-/Rating Watch Negative), Verizon Communications Inc.
(A-/Stable), Sprint Corporation (B+/Stable) and T-Mobile US, Inc.,
based on scale and the number of subscribers. However, this rating
concern is largely compensated by TDS's strong liquidity profile
supported by relatively high cash and cash equivalents of $719
million and $700 million in combined (TDS and USM) revolver
availability, as of Dec. 31, 2017, excluding nominal outstanding
letters of credit as well as its generally longer dated maturity
profile. Additionally, the company has set up $200 million in
borrowing facilities against its EIP receivables that provide an
additional funding opportunity. As of Dec. 31, 2017, TDS had no
outstanding borrowings under the securitization facility. There are
no material debt repayments until 2022, when approx. $200 million
in term loans at USM are due to mature. The total debt outstanding
as of Dec. 31, 2017 is approximately $2.5 billion.

On the wireline side, TDS is comparable to rural focussed incumbent
wireline providers such as Windstream Services, LLC (B/Rating Watch
Negative) and Frontier Communications, Inc. (B/Stable). TDS's
conservative balance sheet including lower leverage profile along
with stronger liquidity position, long-dated maturities and greater
financial flexibility in comparison to these companies, are more
commensurate with a 'BB' rating category.

No country-ceiling, parent/subsidiary or operating environment
aspects impacts the rating.

KEY ASSUMPTIONS

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

-- Revenue decline expected in low single digits in 2018 and
    2019. Fitch has assumed wireless service ARPU declines in low
    single digits in 2018 which are offset by moderate gross
    subscriber additions. Post-paid churn is expected to remain in

    1.2% to 1.3% range in 2018 and 2019.

-- Fitch expects EBITDA margins to remain stable over the
    forecast due to continued anticipated cost reductions,
    offsetting the effects of competition on pricing.

-- Wireline and Cable revenues are projected to grow in low
    single digits in 2018. Fitch expects HMS segment to remain
    under pressure and has assumed double-digit declines in 2018.
    Fitch expects the overall EBITDA margins for the three sub-
    segments to remain relatively flat during the rating horizon.

-- Capex in 2018 assumed at the mid-point of company's guidance.
    Additionally, Fitch has assumed modest acquisition spend over
    the forecast.

-- Share repurchases of $10 million each year are assumed over
    the forecast.

RATING SENSITIVITIES

Future Developments That May, Individually or Collectively, Lead to
Positive Rating Action
Fitch believes that competitive factors and TDS's relative position
in the wireless industry would not likely allow a positive rating
action in the near term.

Future Developments That May, Individually or Collectively, Lead to
Negative Rating Action
Longer term, Fitch believes TDS's and USM's ability to grow
revenues and cash flows while competing effectively against much
larger national operators is key to maintaining their 'BB+' IDRs.
In addition, if gross leverage, calculated including credit for
material wireless partnership distributions in EBITDA, approaches
3.5x, a negative action could be contemplated.

LIQUIDITY

Strong Liquidity Profile: TDS's cash balance of $619 million is
relatively high compared to total outstanding debt of approximately
$2.5 billion as at Sept 30, 2017. USM holds approximately $392
million of the consolidated cash balance. The ratings at TDS and
USM reflect the current strong liquidity position owing to
substantial cash balances, conservative balance sheet, availability
under revolving credit facilities, the new $200 million EIP
financing and generally long-dated maturities.

Debt Structure Highlights: The senior unsecured revolving credit
facilities at TDS and USM mature in 2021. As of Dec. 31, 2017, TDS
and USM had $399 million and $298 million, respectively, of
borrowing capacity available under their revolvers with total
commitments of $400 million and $300 million, respectively. TDS's
facility is jointly and severally unconditionally guaranteed by
TDS's first tier subsidiaries except USM and its subsidiaries and
Suttle-Straus, Inc., a wholly owned-subsidiary. The USM facility is
jointly and severally unconditionally guaranteed by USM's first
tier subsidiaries. USM's $225 million CoBank loan has a similar
guarantee structure in place.

In June 2016, TDS and USM entered into a subordination agreement in
connection with the latter's revolving credit facility. The
agreement provides that any consolidated funded indebtedness, as
defined therein, from USM to TDS will be unsecured and such debt in
excess of $105 million and refinancing indebtedness, as defined, in
excess of $250 million will be subordinated and made junior in
right of payment to the prior payment in full of obligations to the
lenders under USM's revolving credit agreement. As of Dec. 31,
2017, U.S. Cellular had no outstanding consolidated funded
indebtedness or refinancing indebtedness that was subordinated to
the revolving credit agreement.

The main financial covenants in the TDS revolving facility and
USM's revolving and term loan facilities require total consolidated
interest coverage to be no less than 3.0x and the total
consolidated leverage ratio to be no more than 3.25x through June
30, 2019. On July 1, 2019, the total consolidated leverage ratio
steps down to 3.0x.

In Dec. 2017, USM entered into an agreement with RBS to securitize
its equipment instalment plans (EIPs) and entered a supplemental
indenture with a maximum funding limit of $200 million. There was
no debt outstanding against the securitization facility as of Dec.
31, 2017.

The only material near-term maturity is approximately $203 million
(year-end 2017 balance) CoBank term loan, which matures in 2022.
The term loan amortizes at $11 million each year and approx. $160
million will be due in 2022. The earliest notes maturity at TDS is
in 2045 ($116 million) and at USM is in 2033 ($544 million face
value).

FULL LIST OF RATING ACTIONS

Fitch has affirmed the following ratings:

Telephone and Data Systems, Inc.
-- Long-Term IDR at 'BB+';
-- Senior unsecured revolving credit facility at 'BB+'/'RR4';
-- Senior unsecured notes maturing from 2045-2061 at 'BB+'/'RR4';

United States Cellular Corp.
-- Long-Term IDR at 'BB+';
-- Senior unsecured revolving facility at 'BB+'/'RR4';
-- Senior unsecured term loan at 'BB+'/'RR4';
-- Senior unsecured notes maturing from 2033-2064 at 'BB+'/'RR4'


THOMAS SPIELBAUER: EWL Has Valid State Court Judgment, Ct. Rules
----------------------------------------------------------------
District Judge Beth Labson Freeman entered an order affirming the
bankruptcy court's judgment in the appeals case captioned 167 E.
WILLIAM LLC, Plaintiff-Appellee, v. THOMAS SPIELBAUER,
Defendant-Appellant, Case No. 17-cv-03071-BLF (N.D. Cal.).

Spielbauer appealed the bankruptcy court's judgment in an adversary
proceeding brought by 167 E. William LLC ("LLC") to determine the
dischargeability of a debt owed to it by Spielbauer. The debt arose
from a state court judgment against Spielbauer and his wholly-owned
company, Divine Blessings, for slander of title and related claims.
The bankruptcy court granted summary judgment for LLC in the
adversary proceeding after determining that the state court
judgment established the requirements for exception from discharge
under 11 U.S.C. section 523(a)(6) and is entitled to preclusive
effect.

The state court judgment upon which the bankruptcy court relied was
entered by the Santa Clara County Superior Court following a bench
trial to determine the interests of LLC, Spielbauer, and others
with respect to a parcel of real property ("the Property") located
at 167 E. William Street in San Jose, California. The superior
court's judgment was affirmed by the California Court of Appeal in
an unpublished decision.

Spielbauer asserted that LLC lacks Article III standing to pursue
its section 523(a)(6) claim for dischargeability in the adversary
proceeding. Spielbauer argued that LLC lacks standing to enforce
the state court judgment because LLC never acquired title to the
property and thus was not the actual owner of the Property during
the state court litigation. Spielbauer also argued that LLC did not
suffer concrete or particularized damages sufficient to support its
standing to pursue most of the claims which were litigated in the
state court.

The Court holds that those arguments are irrelevant to the question
of LLC's standing to pursue its adversary proceeding in the
bankruptcy court. LLC has a valid state court judgment against
Spielbauer, and that judgment is not reviewable by the District
Court. "When a state court issues a judgment in favor of a party in
a specific amount, both the obligee and the amount of damages are
determined," and the judgment creditor "can rely upon the State
Court Judgment in asserting his standing in the bankruptcy court"
to litigate the dischargeability of the judgment debt. Accordingly,
Spielbauer's challenge to LLC's Article III standing is without
merit.

The Court also finds that the bankruptcy court did not err in
granting summary judgment for LLC. The bankruptcy court correctly
stated that application of collateral estoppel turned on whether
the state court judgment established willful injury and malicious
injury, and correctly set forth the legal standards relevant to
establishing each type of injury. Accordingly, the Court concludes
that the bankruptcy court did not err in its application of the
law.

Nor are any of the bankruptcy court's factual findings clearly
erroneous. The bankruptcy court correctly found that issue
preclusion was available. The bankruptcy court considered whether
it nonetheless should exercise its discretion to decline to apply
issue preclusion based on several cases cited by Spielbauer in
support of his contention that application of issue preclusion
would be contrary to public policy. As noted by the bankruptcy
court, all of the cases cited by Spielbauer are distinguishable
from the present case. The Court finds no abuse of discretion in
the bankruptcy court's decision exercise of its discretion in
applying the doctrine of collateral estoppel.

A full-text copy of Judge Freeman's Order dated March 13, 2018 is
available at https://is.gd/Xli58f from Leagle.com.

Thomas Spielbauer, Appellant, represented by Glenn Lee Moss --
m-m@pacbell.net -- Moss & Murphy.

Thomas John Spielbauer, Appellant, pro se.

167 E. William LLC, Appellee, represented by Benjamin Rafael
Levinson -- ben@benlevinsonlaw.com -- Law Office of Benjamin
Levinson.


TINSELTOWN PARTNERS: U.S. Trustee Unable to Appoint Committee
-------------------------------------------------------------
No official committee of unsecured creditors has been appointed in
the Chapter 11 case of Tinseltown Partners, LLC as of April 4,
according to a court docket.

              About Tinseltown Partners, LLC

Tinseltown Partners, LLC, based in Jacksonville, Florida, filed a
Chapter 11 petition (Bankr. M.D. Fla. Case No. 17-04251) on
December 14, 2017. The Hon. Paul M. Glenn presides over the case.
Eric N. McKay, Esq., at the Law Offices of Eric N. McKay, serves as
bankruptcy counsel.

In its petition, the Debtor estimated $10 million to $50 million in
both assets and liabilities. The petition was signed by Andre
El-Bahri, its partner.


TJARNEL INC: Seeks Approval to Use Chase Cash Collateral
--------------------------------------------------------
Tjarnel, Inc., asks the U.S. Bankruptcy Court for the Western
District of Texas for approval of its interim use of cash
collateral.

The Debtor needs to use cash collateral in order to preserve the
estate and to carry on essential business activities. To date, the
Debtor has not been able to get a response from a representative of
JPMorgan Chase Bank, N.A. to get consent to the use of cash
collateral.

The Debtor's principal creditor JPMorgan Chase Bank, N.A. is owed
approximately $45,237. Chase holds a lien on Debtor's inventory,
accounts and proceeds of the same. The cash collateral for Chase's
financing statement has a fair market value of approximately
$25,513 in receivables and $900 in inventory. Chase is also secured
by equipment having a fair market value of $42,500.

As adequate protection for the use of Chase's cash collateral, the
Debtor is willing to:

      (a) Have the Court award Chase a replacement lien on all
accounts receivable generated through operations and all inventory
acquired to supply those operations;

      (b) Make adequate protection payments to Chase in the amount
of $1,375 per month;

      (c) Furnish to Chase access to its Monthly Operating Reports
in this case;

      (d) Keep its inventory and equipment and regular commercial
operations insured against the risks typical of Debtor's line of
work;

      (e) Operate only in the ordinary course of business and
according to the interim monthly budget;

      (f) Keep the levels of the cash equivalents at the same
approximate value or better, than what existed on Petition Date;
and

      (g) Implement any further reasonable measures imposed by the
Court.

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

             http://bankrupt.com/misc/txwb18-30451-7.pdf

                        About Tjarnel, Inc.

Tjarnel, Inc. has been in business performing industrial and
domestic cleaning and acid remediation services in El Paso, Texas
for 19 years. Tjarnel filed a Chapter 11 petition (Bankr. W.D. Tex.
Case No. 18-30451), on March 19, 2018. Tjarnel is represented by:

            E.P. Bud Kirk, Esq.
            600 Sunland Park Drive
            Bldg. Four, Suite 400
            El Paso, TX 79912
            Telephone: (915) 584-3773
            Facsimile: (915) 581-3452
            Email: budkirk@aol.com


TOISA LIMITED: Commercial Shipping Fleet Up for Sale
----------------------------------------------------
Grant Rowles, writing for Splash247.com, reports that Clarksons has
been appointed by the U.S. Bankruptcy Court for the Southern
District of New York to sell off Toisa's entire commercial shipping
fleet.

According to the report, the vessels up for sale are made up of
seven Chinese-built kamasarmax bulkers, five suezmax tankers and
eight other tankers of various sizes.  Six additional tankers under
construction at Cosco Yangzhou are also listed for sale.

The report relates the vessels for sale are:

     -- bulkers Trade Quest, Trade Spirit, Trade Prosperity,
        Trade Resource, Trade Unity, Trade Vision, and Trade
        Will;

     -- tankers United Dynamic, United Emblem, United Kalavryta,
        United Leadership, United Seas, United Fortitude, United
        Grace, United Honor, United Journey, United Ambassador,
        United Banner and United Carrier.

     -- newbuildings for resale are tankers United Oceans, United
        Paragon, Pericles G.C., United Mariner, United Nomad and
        Nikos Kazantzakis. All are due for delivery this year.

According to the report, it is not yet clear whether the offshore
fleet has also been put up for sale, however one offshore industry
source told Splash that only a handful of the company's ships are
working.

"We will be circulating email notices with details of dates and
locations of when individual vessels will be inspectable and
advising on the sale process timeline," Clarksons said in a
circular, adding that all bids must be firm and unconditional, and
not subject to any financing or other contingencies.

                       About Toisa Limited

Toisa Limited owns and operates offshore support vessels for the
oil and gas industry.

Toisa Limited and its affiliates filed Chapter 11 bankruptcy
petitions (Bankr. S.D.N.Y. Lead Case No. 17-10184) on Jan. 29,
2017.  In the petitions signed by Richard W. Baldwin, deputy
chairman, Toisa Limited estimated $1 billion to $10 billion in both
assets and liabilities.

Judge Shelley C. Chapman is the case judge.

Togut, Segal & Segal LLP serves as bankruptcy counsel to the
Debtors.  The Debtors hired Kurtzman Carson Consultants LLC as
administrative agent, and claims and noticing agent; and Scura
Paley Securities LLC, as financial advisor.

The U.S. Trustee for Region 2 formed an official committee of
unsecured creditors on May 18, 2017.  The Creditor's Committee
retained Sheppard Mullin Richter & Hampton LLP, as counsel; and
Klestadt Winters Jureller Southard & Stevens, LLP, as conflicts
counsel.


TOISA LIMITED: Plan Solicitation Period Extended Thru April 18
--------------------------------------------------------------
Judge Shelley C. Chapman has granted the request of Toisa Limited
for a 90-day extension of the Debtors' exclusive periods to solicit
acceptances of a plan of reorganization.

Specifically, the Exclusive Solicitation Period is extended through
and including April 18, 2018.  No party in interest, other than the
Debtors, may file a chapter 11 plan in these cases until the
Exclusive Solicitation Period expires, without further Court
order.

Toisa filed a Chapter 11 Plan and Disclosure Statement on August
15, 2017.  The Plan groups claims against, and interests in, the
Debtors under 20 classes.  All classes of claims are projected to
recoup 100% of the allowed amount.  All classes of interests will
be reinstated and projected to recoup 100%.

A hearing to approve the Disclosure Statement was initially set for
October 12, 2017.  To date, no order has been entered regarding the
plan documents, and the exit plan remains pending.

The Debtors filed their Motion to Extend the exclusive solicitation
period in January 2018.  The Debtors explained that, although the
Proposed Plan was filed with the expectation that the ultimate
beneficial owner of each of the Debtors, Gregory Callimanopulos,
would act as the Oceangoing Equity Purchaser (as defined in the
Proposed Plan), the Proposed Plan was designed to easily toggle to
another plan sponsor should circumstances change.

According to the Debtors, when the last exclusivity motion was
filed, Toisa had filed their Proposed Plan, an Informal Committee
of Secured Lenders had provided a formal response on September 19,
2017 -- Lender Term Sheet -- and the Court had entered an order
directing the Debtors, the Official Committee of Unsecured
Creditors, the Informal Committee, and shareholder Callimanopulos
to attend mediation sessions in London on November 2-3, 2017 to
attempt to reconcile the differences between the Proposed Plan and
the Lender Term Sheet.  The parties would be assisted by the
Honorable James Peck (ret.).  At that time, all Parties were
working under the assumption that the Shareholder would be the plan
sponsor and purchaser under some modified version of the Proposed
Plan. That was the objective all were working toward going into
November Mediation Sessions.

During the November Mediation Sessions, the Shareholder concluded
that he was no longer interested in sponsoring a plan. The Parties
to the November Mediation Sessions agreed that the Shareholder
would leave the company and be released from liability for certain
potential claims, and that the Debtors would undergo certain
governance changes, including a reconstitution of the Toisa board
and the appointment of Jonathan Mitchell as Chief Restructuring
Officer of Toisa. All Parties left London agreeing to work together
on a different Plan structure and that it would be a plan
formulated in a collaborative process.

The agreement reached in London is embodied in a Rule 9019 Motion.
The Informal Committee has been supportive of the governance
changes proposed in the 9019 Motion and the Term Sheet.  In many
ways, following entry of the order approving the 9019 Motion, the
Debtors are restarting their cases and for that reason, sought an
extension in January 2018 of the Exclusive Solicitation Period to
allow for time to negotiate a new Chapter 11 plan led by their new
CRO.

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

          http://bankrupt.com/misc/nysb17-10184-00282.pdf

                       About Toisa Limited

Toisa Limited owns and operates offshore support vessels for the
oil and gas industry.

Toisa Limited and its affiliates filed Chapter 11 bankruptcy
petitions (Bankr. S.D.N.Y. Lead Case No. 17-10184) on Jan. 29,
2017.  In the petitions signed by Richard W. Baldwin, deputy
chairman, Toisa Limited estimated $1 billion to $10 billion in both
assets and liabilities.

Judge Shelley C. Chapman is the case judge.

Togut, Segal & Segal LLP serves as bankruptcy counsel to the
Debtors.  The Debtors hired Kurtzman Carson Consultants LLC as
administrative agent, and claims and noticing agent; and Scura
Paley Securities LLC, as financial advisor.

The U.S. Trustee for Region 2 formed an official committee of
unsecured creditors on May 18, 2017.  The Creditor's Committee
retained Sheppard Mullin Richter & Hampton LLP, as counsel; and
Klestadt Winters Jureller Southard & Stevens, LLP, as conflicts
counsel.


TRACEY BARON: Deem, et al., Suit Not Stayed by Bankruptcy Filing
----------------------------------------------------------------
Defendants in the case captioned DARRELL L. DEEM, et. al.,
Plaintiffs, v. TRACEY BARON, et. al., Defendants, No.
2:15-CV-00755-DS (D. Utah) have filed a motion to set aside and
rescind the court's preliminary injunction. They argue that "on
Jan. 5, 2018, a new Chapter 11 bankruptcy was filed in Oregon
covering essentially all remaining properties with respect to which
the Plaintiffs lent any money," and that as a result, the court's
order granting the Plaintiffs a preliminary injunction is null and
void. District Judge David Sam denied the Defendants' motion.

The court agrees with Plaintiffs that the motion appears to be
another in a long series of attempts to delay the litigation. The
court is out of patience with Defendants' "consistent pattern of
delay in this case." The court has already addressed these same
issues and has ruled that parties and properties not covered by the
existing bankruptcy are not stayed. As the court noted in its June
15, 2017 Memorandum Decision and Order, "[i]t is undisputed that
the Bankruptcy stay applies automatically to parties to this action
who have filed bankruptcy." The court went on to hold that the stay
does not apply to non-debtors, and that this action would
"therefore continue as to the non-debtors, unless the bankruptcy
court orders otherwise." This has not changed. Defendants have
admitted in their own pleadings that Tracey Baron and other
defendants are not in bankruptcy. They have also admitted that not
all properties relating to this suit are in bankruptcy: "This new
chapter 11 bankruptcy includes the approximately 29 properties (all
but three of the remaining properties)."

Plaintiff has also provided the court with a copy of the audio of a
case management conference that was held on Feb. 13, 2018 in the
new bankruptcy. The judge expressed great concern and frustration
with the Bankruptcy Schedules, and she and counsel for Mr. Baron
agreed that the Bankruptcy Schedules were wrong and would all have
to be re-filed. The judge identified numerous errors in the
Schedules. Since the Schedules are wrong and unreliable, the
district court cannot possibly determine what exactly is covered by
the bankruptcy stay and what is not. Defendants have failed to
establish that the bankruptcy stays the action or the court's
Preliminary Injunction Order. Defendants' motion is, thus, denied.

A full-text copy of Judge Sam's Memorandum Decision and Order dated
March 12, 2018 is available at https://is.gd/iBZtzz from
Leagle.com.

Darrell L. Deem, an individual and on behalf of his Roth IRA
#14459, David G. Law, an individual and on behalf of his Roth IRA
#11396, DJ Property Solutions, a Utah limited liability company,
Deem Realty Funding, Deem Investment Company & Janine Law,
Plaintiffs, represented by Steven W. Shaw -- steve@shawlaw.biz --
CANNON LAW ASSOCIATES.

Tracey Baron, an individual, Michelle Baron, an individual, Turning
Leaf Homes, an Oregon limited liability company, RenX Group, an
Oregon limited liability company, Big Blue Capital, Turning Leaf
Advisors, RenX Group II & Crimson Investment Group, Defendants,
represented by Brian W. Steffensen -- bsteffensen@amcutah.com --
STEFFENSEN LAW OFFICE.

Big Blue Capital, Tracey Baron, an individual, Turning Leaf Homes,
an Oregon limited liability company, Michelle Baron, an individual,
Turning Leaf Advisors, Crimson Investment Group, RenX Group, an
Oregon limited liability company & RenX Group II, Counter
Claimants, represented by Brian W. Steffensen, STEFFENSEN LAW
OFFICE.

DJ Property Solutions, a Utah limited liability company, Darrell L.
Deem, an individual and on behalf of his Roth IRA #14459, Deem
Investment Company, Deem Realty Funding, David G. Law, an
individual and on behalf of his Roth IRA #11396 & Janine Law,
Counter Defendants, represented by Steven W. Shaw, CANNON LAW
ASSOCIATES.


TRINDERA ENGINEERING: Case Summary & 20 Top Unsecured Creditors
---------------------------------------------------------------
Debtor: Trindera Engineering, Inc.
        1875 N. Lakewood Drive, Suite 201
        Coeur d'Alene, ID 83814

Business Description: Trindera Engineering, Inc. offers
                      electrical and control systems engineering
                      and consulting services to municipal,
                      industrial, commercial and mining clients.
                      The Company has provided electrical,
                      controls, lighting and automation design
                      services on over a thousand successful
                      projects for more than a decade.  The
                      Company's corporate office is in
                      Coeur d'Alene, Idaho.  

                      http://www.trindera.com/

Chapter 11 Petition Date: April 3, 2018

Court: United States Bankruptcy Court
       District of Idaho (Coeur dAlene)

Case No.: 18-20176

Judge: Hon. Terry L Myers

Debtor's Counsel: John D Munding, Esq.
                  MUNDING, P.S.
                  1610 W. Riverside Avenue
                  Spokane, WA 99201
                  Tel: (509) 624-6464
                  E-mail: john@mundinglaw.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Terry M. Stulc, president.

A full-text copy of the petition containing, among other items, a
list of the Debtor's 20 largest unsecured creditors is available
for free at: http://bankrupt.com/misc/idb18-20176.pdf


TRINITY AFFORDABLE: S&P Keeps BB+ Rating on 2015 Bonds on Watch Neg
-------------------------------------------------------------------
S&P Global Ratings said its 'BB+' (sf) long-term rating on Public
Finance Authority, Wis.' multifamily housing revenue bonds (Trinity
Affordable Section 8 Assisted Apartments Project), series 2015 A
and 2015 A-T, remains on CreditWatch with negative implications.

S&P originally placed the rating on CreditWatch due to, in its
view, the material change in performance of the pool of properties,
mainly caused by one property, Northeast View. A significant
decline in the financial performance of this one property has led
to a decline in the pool's asset quality and operating performance.


"The CreditWatch extension reflects our view of the anticipated
sale of the properties within the CreditWatch period, given the
conditional purchase and sale agreements executed in August 2017,
and the poor asset quality as well as operating, performance, and
maintenance issues at one of the five properties, which have
dragged down the financial performance of the entire pool," said
S&P Global Ratings credit analyst Aulii Limtiaco.

S&P said, "We have not yet received fiscal 2017 audited financial
information for the project; however, we expect to receive the
fiscal 2017 audit within this CreditWatch period. At that time, we
will conduct an additional review of the project rating.
Lower-than-anticipated debt service coverage that is below fiscal
2016 levels, or higher-than-expected operating expenses based on
2017 audited financial information, would lead us to lower the
rating, especially if the pending sale does not take place."


UPRIGHT SHORING: Dist. Court Confirms Southwest Arbitration Award
-----------------------------------------------------------------
In the case captioned SOUTHWEST REGIONAL COUNCIL OF CARPENTERS,
Petitioner, v. UPRIGHT SHORING & SCAFFOLD, INC.; AMERICAN SCAFFOLD;
AND AMSCAFF, LLC, Respondents. AMERICAN SCAFFOLD; AND AMSCAFF, LLC,
Counter-Petitioners, v. SOUTHWEST REGIONAL COUNCIL OF CARPENTERS;
UPRIGHT SHORING & SCAFFOLD, INC., Counter-Respondents, Case No.
17CV1509 WQH-NLS (S.D. Cal.), District Judge William Q. Hayes
granted Southwest's petition to confirm arbitration award as to
respondent Upright and denied as to respondents American Scaffold
and AMSCAFF. The motion to dismiss the counter-petition of American
Scaffold and AMSCAFF, LLC and to strike the affirmative defenses is
denied; and the motion to strike the answer to the complaint and
affirmative defenses of Upright is granted.

Respondent Upright was a signatory to several collective bargaining
agreements with the Petitioner Union, including the Carpenter
Memorandum Agreement for Scaffold Contractors 2006-2010 and the
Carpenter Memorandum Agreement 2006-2010 signed on or about April
8, 2008. Paragraph 1 of both Agreements state that the signer
"agrees to comply with all the terms, including wages, hours, and
working conditions and rules set forth in the Agreement referred to
as Master Labor Agreement (MLA) between United General Contractors
Association, Inc. and the Petitioner Union, dated July 1, 2006 . .
. and any renewals modifications or subsequent Master Labor
Agreements. . . ."

Petitioner contends that the award of the arbitrator should be
summarily confirmed under Section 301 of the LMRA, 29 U.S.C.
section 185, and Section 9 of the FAA, 9 U.S.C. section 9.
Petitioner asserts that the Arbitrator decided only the issues
presented and the award was not contrary to public policy.
Petitioner moves to dismiss the Counter-Petition filed by
Respondents American Scaffold and AMSCAFF on the grounds that the
period for challenging the arbitration award has expired and that
Respondents American Scaffold and AMSCAFF waived any challenge to
the arbitrator's jurisdiction by their conduct during the
arbitration. Petitioner moves to strike the Answer filed by
Respondent Upright on the grounds that the period for challenging
the Award has expired and that Respondent Upright may not prevail
on any arguments about arbitrability under the broad arbitration
clause.

Respondents American Scaffold and AMSCAFF contend that the
arbitrator lacked jurisdiction because they were not parties to any
arbitration agreement. Respondents American Scaffold and AMSCAFF
assert that the Award is unenforceable, that the award cannot be
confirmed, and that the counter-petition should be granted vacating
the arbitration award. Respondents American Scaffold and AMSCAFF
contend that only the district court can determine that they are
bound by the bargaining agreement to arbitration as an alter ego of
Upright.

Respondent Upright contends that it was not signatory to a
collective bargaining agreement with the Petitioner at the time the
grievance was filed and that the arbitrator lacked jurisdiction to
determine the alter-ego status.

Respondent Upright advances the defense that the MLA was terminated
prior to the grievance and that the alter ego issue is not
arbitrable. The arbitration clause in the MLA Section 601.4
provides that "all disputes concerning the interpretation or the
application of the Agreement" must be submitted to arbitration. The
termination issue and the authority to decide the alter ego
question are arbitration issues covered by the broad language of
the MLA. The arbitrator was applying the agreement and acting
within the scope of his authority. In this case, these issues were
fully submitted to the arbitrator by Respondent Upright and fully
decided by the arbitrator. "A claimant may not voluntarily submit
his claim to arbitration, await the outcome, and if the decision is
unfavorable, then challenge the authority of the arbitrator to
act."

Given the broad arbitrability clause in the MLA, Petitioner Union
is entitled to prevail on the Petition to confirm the arbitration
against Respondent Upright.

The Petition also alleges and the arbitrator found that Respondent
Upright was a signatory to enforceable collective bargaining
agreement provisions and that "the weight of the evidence
demonstrated that Upright Shoring & Scaffold, American Scaffold and
AmScaff were and are joint employer/alter egos of each other." "It
is a settled principle of labor law that `arbitration is a matter
of contract and a party cannot be required to submit to arbitration
any dispute which he has not agreed so to submit.'" There is no
contractual basis asserted in the Petition for the arbitrator to
exercise any authority over Respondents American Scaffold and
AMSCAFF.

Respondents American Scaffold and AMSCAFF assert that they were not
parties to any arbitration agreement, that they were not named as a
party to the grievance, and they were not a party to the
arbitration. Respondents American Scaffold and AMSCAFF assert that
they were not present for the arbitration except when testifying as
witnesses, and that they did not enter an appearance at the
arbitration. Respondents American Scaffold and AMSCAFF assert that
they expressly reserved their objection to the arbitrator
exercising any authority over them prior to attending the
arbitration hearing.

Respondents American Scaffold and AMSCAFF also contend that the
Award cannot be confirmed because the arbitrator lacked authority
to determine alter ego status. Respondents American Scaffold and
AMSCAFF assert that only a district court has the authority to
resolve the claim that they are bound by alter ego status to the
agreement of Respondent Upright to arbitrate with Petitioner
Union.

In this case, there is no contractual basis for the arbitrator to
exercise authority over Respondents American Scaffold and AMSCAFF.
Respondents American Scaffold and AMSCAFF are not bound signatories
to a collective bargaining agreement which required arbitration,
and Respondents did not agree by conduct to submit to arbitration.
Whether Respondents American Scaffold and AMSCAFF as
non-signatories to any collective bargaining agreement can be bound
by the bargaining agreement as an alter ego is a "question
originally for the district court." The Court concludes that the
arbitrator exceeded the scope of his authority by entering an award
against Respondents American Scaffold and AMSCAFF. Petitioner Union
is not entitled to prevail on the Petition to confirm the
arbitration against Respondents American Scaffold and AMSCAFF.

A full-text copy of Judge Hayes' Order dated March 8, 2018 is
available at https://is.gd/1GDXRa from Leagle.com.

Southwest Regional Council of Carpenters, Petitioner, represented
by Yuliya S. Mirzoyan, DeCarlo and Shanley APC.

UpRight Shoring & Scaffold, Inc., also known as, Respondent,
represented by Scott A. Wilson -- scott@pepperwilson.com -- Law
Office of Scott A. Wilson.

American Scaffold & Amscaff, LLC., Respondents, represented by Van
Allyn Goodwin -- vgoodwin@littler.com -- Littler Mendelson, P.C.,
Estee Mynko Bartell, Littler Mendelson, P.C. & Deidra A. Nguyen --
danguyen@littler.com -- Littler Mendelson, P.C.

American Scaffold & Amscaff, LLC., Counter Claimants, represented
by Estee Mynko Bartell, Littler Mendelson, P.C. & Deidra A. Nguyen,
Littler Mendelson, P.C.

Southwest Regional Council of Carpenters, Counter-Defendant,
represented by Yuliya S. Mirzoyan, DeCarlo and Shanley APC.

About UpRight Shoring

UpRight Shoring and Scaffold, Inc., based in Chula Vista, CA, filed
a Chapter 11 petition (Bankr. S.D. Cal. Case No. 15-00717) on
February 6, 2015. The Hon. Christopher B. Latham presides over the
case. Michael T. O'Halloran, Esq., at the Law Office of Michael T.
O'Halloran, as bankruptcy counsel.

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


US FINANCIAL: Taps David W. Cohen as Legal Counsel
--------------------------------------------------
US Financial Capital, Inc. seeks approval from the U.S. Bankruptcy
Court for the District of Maryland to hire the Law Office of David
W. Cohen as its legal counsel.

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

Cohen will charge an hourly fee of $275.  The firm received a
retainer in the sum of $10,000, plus $1,717 for the filing fee.

David Cohen, Esq., at Cohen, disclosed in a court filing that he is
a "disinterested person" as defined in Section 101(14) of the
Bankruptcy Code.

The firm can be reached through:

     David W. Cohen, Esq.
     Law Office of David W. Cohen
     1 N. Charles St., Ste. 350
     Baltimore, MD 21201
     Tel: (410) 837-6340
     Email: dwcohen79@jhu.edu

                 About US Financial Capital

US Financial Capital, Inc., is a privately-held company in
Columbia, Maryland, engaged in activities related to real estate.
It is the fee simple owner of 14 real estate properties having an
aggregate value of $1.38 million.

US Financial Capital sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Md. Case No. 18-14018) on March 27,
2018.  In the petition signed by Ronald Talbert, chief operating
officer, the Debtor disclosed $1.38 million in assets and $13.92
million in liabilities.


VELOCITY HOLDING: MAG Emerges From Chapter 11 Bankruptcy
--------------------------------------------------------
Motorsport Aftermarket Group ("MAG") on April 4, 2018, announced
the company's successful emergence from Chapter 11 on Friday, March
30 [th] following the court's confirmation of its Plan of
Reorganization.  

MAG entered a voluntary chapter 11 process in November 2017 to
implement a comprehensive debt recapitalization.  The company
achieved its goal to move through this process quickly.  According
to Andy Graves, President and CEO of MAG, "I am proud of our team
and enthusiastic about MAG's future.  The restructuring process was
not without its challenges; our team is grateful for the support,
patience, and continued commitment of our employees, suppliers, and
customers."

MAG has been able to largely operate under normal business
conditions throughout the bankruptcy process, and has not
experienced any layoffs or business portfolio changes as a result
of the filing.

Now, standing on more solid financial footing MAG is a stronger and
more competitive Company.  Upon emergence MAG is under new
ownership led by Monomoy Capital Partners, BlueMountain Capital and
Contrarian Partners.  These companies have extensive experience
with consumer products and lifestyle businesses such as MAG and are
committed to their continued growth and success.

David Robbins, Managing Director, Monomoy Capital Partners said,
"MAG represents many of the top brands in the powersports industry.
We are excited about the strength of the MAG Leadership Team, the
brand portfolio, distribution capabilities, and e-commerce reach of
the business.  We look forward to supporting MAG as the company can
now invest more freely in growthopportunities."

"We have kicked off the new retail season and all of our teams are
focused on delivering great products and services to our customers,
dealers, and other partners.  Now that we have emerged, we are
shifting our focus to what matters most -- serving our customers
and continued growth of our brands within the powersports
industry," said Andy Graves.

               About Motorsports Aftermarket Group

Motorsport Aftermarket Group ("MAG") is a manufacturer and
distributor of branded aftermarket products and online retailer for
the powersports industry.

                     About Velocity Holding

Velocity Holding Company, Inc., doing business as Motorsport
Aftermarket Group -- http://www.maggroup.com/-- is an independent
wholesale distributor, designer, manufacturer, retailer, and
marketer of aftermarket parts, apparel, and accessories for the
powersports industry.  The powersports industry is a subset of the
broader motorsports industry and consists of vehicles such as
motorcycles, all-terrain vehicles, "side-by-sides" or utility
terrain vehicles, and snowmobiles, among others.  The MAG Group
office provides support in the areas of business development,
finance, sourcing, information technology, sales, marketing and
administration.

Velocity Holding Company, Inc., and its affiliates sought Chapter
11 protection (Bankr. D. Del. Lead Case No. 17-12442) on Nov. 15,
2017, after reaching a deal that would transfer ownership of the
Company to the first lien lenders.

Velocity Holding estimated under $50,000 in assets.  Debtor Ed
Tucker Distributor estimated between $100 million and $500 million
in assets.  The Debtors disclosed $440 million in total debt.

The Hon. Kevin J. Carey is the case judge.

In an order dated Dec. 12, 2017, the Bankruptcy Court approved
Proskauer Rose LLP as counsel to the Debtors; Cole Schotz P.C., as
Delaware Co-Counsel, Anthony C. Flanagan of AP Services, as chief
restructuring officer; and Donlin, Recano & Company, Inc., as
claims and noticing agent and administrative agent. The Debtors
tapped AlixPartners as restructuring advisor.

On Nov. 29, 2017, Andrew Vara, acting U.S. Trustee for Region 3,
appointed an official committee of unsecured creditors.  The
committee hired Foley & Lardner LLP, as counsel; Whiteford Taylor &
Preston LLC, as Delaware counsel; Province, Inc., as financial
advisor.


VER TECHNOLOGIES: Case Summary & 30 Largest Unsecured Creditors
---------------------------------------------------------------
Affiliates that concurrently filed voluntary petitions seeking
relief under Chapter 11 of the Bankruptcy Code:

    Debtor                                        Case No.
    ------                                        --------
    VER Technologies HoldCo LLC (Lead Case)       18-10834
       fka Video Equipment Rentals Holdings LLC
       fka Flash Parent Holdings, LLC
    757 W California Ave., Bldg 4
    Glendale, CA 91023

    VER Technologies MidCo LLC                    18-10835
    VER Technologies LLC                          18-10836
    Full Throttle Films, LLC                      18-10837
    FAAST Leasing California, LLC                 18-10838
    Revolution Display, LLC                       18-10839
    VER Finco, LLC                                18-10840
    CPV Europe Investments LLC                    18-10841
    Maxwell Bay Holdings LLC                      18-10842

Type of Business: VER Technologies, et al., are suppliers
                  of rental production equipment and solutions
                  with over 290,000 separate pieces of rental
                  equipment located across the United States,
                  Canada, and Europe.  The Debtors lease lighting,
                  sound, rigging, and video equipment to various
                  customers in the corporate, hotel, television,
                  cinema, and live music sectors.  The Debtors
                  offer their clients three primary services: pure
                  equipment rental, creation of equipment
                  specified to the client's expectations through
                  the use of internal support resources, and full-
                  service consulting throughout the client's
                  specific event or process.  In addition, the
                  Debtors provide custom LED installations for
                  corporate clients, with displays designed to
                  meet such clients' unique specifications.  The
                  Debtors and their affiliates operate in 31
                  locations in North America and four locations in
                  Europe.  VER Technologies is headquartered in
                  Glendale, California.  Visit
                  https://www.ver.com for more information.

Chapter 11 Petition Date: April 5, 2018

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

Judge: Hon. Kevin Gross

Debtors' Counsel:        Domenic E. Pacitti, Esq.
                         KLEHR, HARRISON, HARVEY, BRANZBURG LLP
                         919 North Market Street, Suite 1000
                         Wilmington, Delaware 19801
                         Tel: (302) 426-1189
                         Fax: (302) 426-9193
                         Email: dpacitti@klehr.com

                            - and -

                         Morton Branzburg, Esq.
                         KLEHR, HARRISON, HARVEY, BRANZBURG LLP
                         1835 Market Street, Suite 1400
                         Philadelphia, Pennsylvania 19103
                         Tel: (215) 569-2700
                         Fax: (215) 568-6603
                         Email: mbranzburg@klehr.com

                            - and -

                         Joshua A. Sussberg, P.C.
                         Cristine Pirro, Esq.
                         KIRKLAND & ELLIS LLP
                         KIRKLAND & ELLIS INTERNATIONAL LLP
                         601 Lexington Avenue
                         New York, New York 10022
                         Tel: (212) 446-4800
                         Fax: (212) 446-4900
                         Email: joshua.sussberg@kirkland.com
                                cristine.pirro@kirkland.com

                           - and -

                         James H.M. Sprayregen, P.C.
                         Ryan Blaine Bennett, Esq.
                         KIRKLAND & ELLIS LLP
                         KIRKLAND & ELLIS INTERNATIONAL LLP
                         300 North LaSalle
                         Chicago, Illinois 60654
                         Tel: (312) 862-2000
                         Fax: (312) 862-2200
                         Email: james.sprayregen@kirkland.com
                                ryan.bennett@kirkland.com

Debtors'
Financial
Advisor:                 PJT PARTNERS LP

Debtors'
Interim
Management
Services
Provider:                AP SERVICES, LLC

Debtors'
Notice,
Claims, &
Balloting
and
Administrative
Advisor:                 KCC, LLC
                         Web site: http://www.kccllc.net/ver

VER Technologies HoldCo's
Estimated Assets: $0 to $50,000

VER Technologies HoldCo's
Estimated Liabilities: $10 million to $50 million

The petitions were signed by Digby Davies, chief executive
officer.

A full-text copy of VER Technologies HoldCo's petition is available
for free at:

               http://bankrupt.com/misc/deb18-10834.pdf

List of Debtors' 30 Largest Unsecured Creditors:

   Entity                          Nature of Claim    Claim Amount
   ------                          ---------------    ------------
ROE Visual Co. Ltd.                 Trade Payable       $6,955,104
3/F Bldg 7Zhong Yuntai Compus
Shiyan Town
Shenzhen, China
Tel: 86-755-839-24892
Fax: 86-755-839-24891
Email: roe@roevisual.com

American Express                      Credit Card       $3,854,675
Corporate Cards                         Balance
Attn: Legal Department
200 Vesey Street
New York, NY 10080
United States
Tel: 909-599-5207
Fax: 909-305-4808
Email: randall.a.tymchak@aexp.com

HSBC Corporate Card                   Credit Card       $3,589,486
Attn: Temesgen Haile                    Balance
95 Washington St.,
Atrium 5-SE
Buffalo, NY 14203
United States
Tel: 716-841-2454
Fax: 212-642-1869
Email: temesgen.haile@us.hsbc.com

Barco Inc.                            Trade Payable     $3,107,293
3059 Premiere Parkway, Suite 500
Duluth GA 30097
United States
Tel: (916) 471-6906
Fax: (916) 859-2515

Luxmax Networks Co., Ltd.             Trade Payable     $1,154,880
1102 Mega Center SK Technopark
190-1 Seongnam City
462-705
Korea, Republic of
Tel: (818) 519-3162
Fax: 82-31-776-2830

Vault Co.                             Trade Payable       $939,987
GP Fund Solutions
12 Cornell Rd 1st Floor
Latham NY 12110
United States
Tel: (518) 410-2696
Fax: 917-210-3647
Email: jen@gpfundsolutions.com

Christie Digital                      Trade Payable       $893,438
Systems USA, Inc.
10550 Camden Drive
Cypress CA 90630
United States
Tel: (714) 236-8610
Fax: (714) 229-3185
Email: jacqueline.DaSilva@christi
edigital.com

Venable LLP                           Trade Payable       $690,935
750 East Pratt Street
Suite 900
Baltimore MD 21202
United States
Tel: (410) 528-2805
Fax: (410) 244-7742

Hankin, Steven M.                       Severance         $475,000
2731 Outpost Drive
Los Angeles, CA 90068
United States
Tel: 203-422-7700
Fax: 203-422-7784

Tesh, Susan                             Severance         $425,000
5851 Oak Knolls Road
Santa Susana, CA 93063
United States

Crane Solutions, LLC                  Trade Payable       $356,944
1500 Rankin Road, Suite 400
Houston TX 77073
United States
Tel: (281) 233-9490
Fax: 888-814-8916
Email: info@cranesolutionsllc.com

PricewaterhouseCoopers LLP            Trade Payable       $319,602
601 S Figueroa St., Suite 900
Los Angeles, A 90017
United States
Tel: 213-356-6000
Fax: 813-637-4444

Green Hippo Media                     Trade Payable       $318,655
Technology Inc.
425 E Colorado St, Suite 610
Glendale, CA 91205
United States
Tel: (818) 239-4778
Fax: (818) 452-4374
Email: kitty@green-hippo.com;
       us.sales@green-hippo.com

Apix, Inc.                            Trade Payable       $316,906
5F, No.1 Jinshan 7th Street
East Dist.
Hsinchu 30080
Taiwan
Tel: 886-571-9828
Fax: 886-3-5773766
Email: apix.sales@apix.com.tw

Columbus McKinnon Corporation         Trade Payable       $311,709
205 Crosspoint Parkway
Getzville NY 14068
United States
Tel: (800) 888-0985
Fax: (330) 424-3126
Email: roger.kurdys@cmworks.com

Sony Electronics, Inc.                Trade Payable       $298,560
16530 Via Esprillo
San Diego CA 92127
United States
Tel: (858) 942-1308
Fax: (858) 942-8186

Forward Air, Inc.                     Trade Payable       $239,689
Email: sgass@forwardair.com

Hartz Mountain Industries Inc.        Trade Payable       $219,542
Email: jodi.spaloss@hartzmountain.com

TMB                                   Trade Payable       $218,977
Email: zv@tmb.com

Uline                                 Trade Payable       $183,568
Email: crcpayments@uline.com

Group One Limited                     Trade Payable       $181,267

Omni Logistics, Inc.                  Trade Payable       $173,082
Email: lrhoda@omnilogistics.com

SHI Corp.                             Trade Payable       $165,055

TQL Total Quality Logistics           Trade Payable       $161,780
Email: jestep@tql.com

Beltmann Integrated Logistics         Trade Payable       $160,400
Email: jillian.chrischilles@beltmann.com

Schindler Elevator Corporation        Trade Payable       $151,865
Email: uswebmaster@us.schindler.com

Evertz Microsystems Ltd.              Trade Payable       $146,322
Email: hbugai@evertz.com

AV Sumpfl                             Trade Payable       $144,812
Email: lorraine@avstumpflusa.com

Lectrosonics, Inc.                    Trade Payable       $139,970
Email: ar@lectrosonics.com

Galaxia Electronics Co., Ltd.         Litigation      Undetermined
Email: mail@leeko.com


VERSUM MATERIALS: S&P Raises CCR to BB+ on Improved Credit Metrics
------------------------------------------------------------------
S&P Global Ratings raised its corporate credit rating on Versum
Materials Inc. to 'BB+' from 'BB'. The outlook is stable.

S&P said, "We also raised the issue-level rating on the company's
senior secured debt to 'BBB-' from 'BB+.' We revised the recovery
rating on this debt to '1' from '2', indicating our expectation of
very high (90%-100%; rounded estimate: 90%) recovery in the event
of a payment default. We cap issue-level ratings for most
speculative-grade (rated 'BB+' and lower) issuers at 'BBB-',
regardless of our recovery rating.

"At the same time, we raised the issue-level rating on the
company's senior unsecured debt to 'BB+' from 'BB'. The recovery
rating on this debt remains '4' indicating our expectation of
average (30%-50%; rounded estimate: 35%) recovery in the event of a
payment default.

"The upgrade reflects our expectation that Versum will continue to
benefit from solid demand fundamentals in the semiconductor
industry, with revenues that will continue to outpace global GDP
growth. The company's revenues for the fiscal year ended September
2017 were up about 10%, led by strong growth in the memory market
and advanced-logic new-node ramps. We expect that in fiscal 2018
the company will continue to generate strong revenue growth and
maintain EBITDA margins in the 30% to 35% range as the need to
drive chip productivity and global semiconductor industry capital
spending continues to grow, particularly in China. We expect 2018
revenues to grow in the mid-single-digit-percentage-range, driven
by MSI (millions of square inches of silicone produced) and
semiconductor capital spending, which is measured by WFE (wafer fab
equipment spending). We believe the company is well positioned to
benefit from key technology transitions, such as in VNAND memory as
the industry moves to more vertical layers and the move to
10-nanometer production in advanced devices. We forecast that in
future downturns volatility in Versum's end markets will be
significantly less than in previous downturns, as the use of
technology, mobile phones, and data processing across many market
segments becomes more widespread. Given the restructuring
initiatives and planned capital investments Versum is undertaking,
including increased research and manufacturing capabilities in
Korea and the progress toward a lower-cost nitrogen trifluoride
(NF3) plant in the U.S., we believe that over the long term Versum
is well positioned as a global provider of materials and gases to
the cyclical semiconductor industry."

The stable outlook on Versum Materials Inc. reflects S&P Global
Ratings' expectation that the company is well positioned to
continue to take advantage of expected growth in the semi-conductor
industry over the next 12 months. S&P said, "Our base case assumes
that volume growth will outpace GDP and that EBITDA margins should
remain solid for a specialty chemicals company, in the 30% to 35%
range. Semi-conductor industry dynamics, including elevated levels
of capital spending and MSI, should sustain demand for Versum's key
products, including deposition and slurry products, equipment and
associated installation services, NF3, WF6 and dopant gases."

S&P said, "Based on these assumptions, we expect Versum to generate
strong cash flow such that FFO to debt will be in the 30%-45% range
on a weighted-average basis. We believe the company's
implementation of statutory accounting principles (SAP) in April
represents the final step in its transition to a stand-alone
company. We expect financial policy decisions will remain
appropriate for maintaining the current ratings, and thus we have
not factored in any significant debt-funded acquisitions or
material share repurchases in our base case forecast.

"We could consider a one-notch downgrade within the next year if
unexpected weakness in the company's profitability resulted in
weighted-average FFO to debt dropping below 30% for a prolonged
period. This could result from weaker-than-expected demand in the
semi-conductor market, the loss of a key customer, or if Versum
encountered unexpected difficulties in its SAP implementation
leading to higher-than-expected costs. A downside scenario would
likely result from a sector-wide decline in demand for electronic
chip technology due to an unexpected industry disruption. We could
also lower the ratings if Versum were to undertake a large,
debt-funded acquisition that stretched credit metrics beyond
current levels.

"We see a positive rating action as unlikely within the next 12
months. Before considering an upgrade of the corporate credit
rating to investment grade, we would need to see an improvement in
the company's business risk profile, which we view as having
limited upside currently given its meaningful customer
concentration and exposure to the semi-conductor market. An
improvement in financial metrics would not necessarily result in an
upgrade unless the company's financial policies were committed to
maintaining the improved profile."


WARREN C. HAVENS: Ct. Affirms Order Granting A. Leong Atty's Fees
-----------------------------------------------------------------
In the case captioned WARREN HAVENS, Plaintiff, v. LEONG
PARTNERSHIP, Defendant, Case No. 17-cv-02882-WHO (N.D. Cal.),
District Judge William H. Orrick affirmed the Bankruptcy Court's
order granting Dr. Arnold Leong's motion for attorneys' fees and
costs.

In 1998, Havens and Leong began a business relationship involving
purchase of radio spectrum licenses from the Federal Communications
Commission. A disagreement arose about the existence of an oral
agreement regarding the percentage of ownership interest each had
in the business relationship. That disagreement has resulted in
more than 15 years of litigation, culminating most recently with a
Receiver being appointed by the Alameda County Superior Court to
preserve the value of the FCC licenses on a request by Leong.

Following the appointment of the Receiver, Havens filed two Chapter
11 cases. Havens' appeal arises from the second Chapter 11 case,
where Havens filed an involuntary Chapter 11 petition against the
Leong Partnership on August 24, 2016. Leong moved to dismiss that
petition and eventually secured summary judgment arguing, in part,
that the "Leong Partnership" is a non-existent entity. The
Bankruptcy Court granted Leong's motion for attorneys' fees and
costs under 11 U.S.C. section 303(i). Havens appeals the order
granting fees and costs, asserting that the Bankruptcy Court erred
in granting the award because section 303(i) only allows fees and
costs to be granted to a "debtor" and Leong was not the named
debtor, and arguing in any event that the amount of fees and costs
awarded was unreasonable.

The Court finds that the Bankruptcy Court recognized Leong as "the
debtor" by examining the definitions of the term "debtor" in
Bankruptcy Code section 101(13) (the person upon whom the
bankruptcy case has been brought) and Federal Rule of Bankruptcy
Procedure 9001 (if the named debtor is a partnership the court can
designate a person in control of the partnership to perform any act
required by the debtor).The Bankruptcy Court was within its powers
to do so and, subsequently, award fees under section 303(i).

The Court concludes that the Bankruptcy Court was within its powers
to determine that Leong was the debtor for purposes of the petition
and that, in light of the 20% reduction in fees imposed on two of
Leong's three law firms, the amount of attorney's fees awarded was
not an abuse of discretion. The amount awarded was reasonable and
adequately explained. As Leong does not contest the reduction in
costs, costs of $562.60 are reduced from the overall award.

A full-text copy of the Court's March 9, 2018 Order is available at
https://is.gd/LSQlCu from Leagle.com.

Warren Havens & Polaris PNT PBC, Appellants, represented by Howard
Jay Steinberg -- steinbergh@gtlaw.com -- Greenberg Traurig.

Leong Partnership, Debtor Washoe-NV SSN/ITIN: xxx-xx-1137,
Appellee, represented by Miriam Manning -- mmanning@pszjlaw.com --
Pachulski Stang Ziehl & Jones LLP, Gail Susan Greenwood --
ggreenwood@pszjlaw.com -- Pachulski Stang Ziehl & Jones LLP &
Jeremy Vivian Richards -- jrichards@pszjlaw.com -- Pachulski Stang
Ziehl & Jones LLP.


WEST MIFFLIN SD: Moody's Alters Ratings Outlook to Stable
---------------------------------------------------------
Moody's Investors Service has affirmed West Mifflin Area School
District, PA's Ba1 general obligation (GO) rating and the outlook
has been revised from negative to stable. Moody's has furthermore
affirmed the district's A3 enhanced rating, affecting $9.2 million
in debt outstanding.

RATINGS RATIONALE

The district's Ba1 rating reflects the district's limited taxable
base, narrow, albeit improved, financial position, unwillingness to
raise revenue, and highly elevated debt burden.

The A3 enhanced rating reflects Moody's current assessment of the
Pennsylvania School District Intercept Program, which provides that
state aid will be allocated to bondholders in the event that the
school district cannot meet its scheduled debt service payments.
The A3 rating reflects that West Mifflin Area School District has
not engaged a paying agent, and there is no language in the bond
documents that will trigger the state aid intercept prior to
default.

RATING OUTLOOK

Moody's has revised the outlook on the district's underlying rating
to stable from negative, reflecting its improved yet still narrow
financial position that Moody's expect will remain stable in the
near term, along with its stable taxable base.

The A3 enhanced rating carries an outlook of stable, which mirrors
the outlook of the Commonwealth of Pennsylvania (Aa3 stable).

FACTORS THAT COULD LEAD TO AN UPGRADE

- Continued growth in reserves over the next three years

- Material decrease in the district's debt burden

- Material growth in the tax base

FACTORS THAT COULD LEAD TO A DOWNGRADE

- Deterioration of existing reserve levels

- Increase in the district's debt burden

- Material decline in the tax base

LEGAL SECURITY

The district's Series A of 2011 bonds are secured by its general
obligation unlimited tax (GOULT) pledge, as they were issued to
refund debt that was originally issued before 2006. As such, they
are exempt from the Act 1 index limit.

All other outstanding parity debt are general obligations of the
district and are secured by the district's limited property tax
pledge, as this issuance is subject to the limits of Pennsylvania's
Act 1 "Taxpayer Relief Act." Of this debt, Moody's only maintains a
rating on the Series of 2012 bonds.

The Series A of 2011 and Series of 2012 bonds are additionally
secured by the Commonwealth of Pennsylvania's Act 150 School
District Intercept Program. Act 150 provides for undistributed
state aid to be diverted to bond holders in the event of default.

USE OF PROCEEDS

Not applicable.

PROFILE

West Mifflin Area School District is located in the suburbs of
Pittsburgh (A1 stable) in Allegheny County (A1 positive) and serves
2,779 students through three elementary, one middle, and one high
school.

METHODOLOGY

The principal methodology used in this underlying rating was US
Local Government General Obligation Debt published in December
2016. The principal methodology used in the enhanced ratings was
State Aid Intercept Programs and Financings published in December
2017.



WESTERN REFRIGERATED: Taps Larry L. Ales as Accountant
------------------------------------------------------
Western Refrigerated Freight Systems, Inc. and Western Refrigerated
Leasing, LLC, received approval from the U.S. Bankruptcy Court for
the District of Arizona to hire Larry L. Ales, P.C., as their
accountant.

The firm will assist the Debtors in preparing their income tax
returns; prepare their monthly and yearly financial statements; and
provide other accounting services related to their Chapter 11
cases.

The firm will charge $150 per hour for tax and consulting services
and $75 per hour for bookkeeping services.

Larry L. Ales does not represent any interests adverse to the
Debtors or their estates, according to court filings.

The firm can be reached through:

     Larry L. Ales
     Larry L. Ales, P.C.
     6040 N. 7th St., Suite 304
     Phoenix, AZ 85014
     Phone: (602) 263-8118

                    About Western Refrigerated

Western Refrigerated Freight Systems, Inc. --
http://www.westernrefrigerated.com-- is a less-than-truckload
carrier based in Tolleson, Arizona.  The company, with two central
locations in the southwestern United States, handles temperature
sensitive shipping and distribution needs throughout California,
Arizona and Nevada.  The company has been in business since 1989,
serving the Southwest for over 20 years.

Western Refrigerated Freight Systems and Western Refrigerated
Leasing, LLC sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. D. Ariz. Lead Case No. 18-01448) on Feb. 16, 2018.

In the petitions signed by Jeffrey M. Boley, president, WRF
estimated assets of less than $1 million and liabilities of $1
million to $10 million, and WRL estimated assets and liabilities of
less than $1 million

Judge Brenda K. Martin presides over the cases.

Allen Barnes & Jones, PLC, is the Debtor's counsel.


WESTMORELAND COAL: Kirkland, Centerview and Alvarez on Board
------------------------------------------------------------
Westmoreland Coal Company has engaged financial and legal advisors
to assist it in, among other things, analyzing various strategic
alternatives to address its liquidity and capital structure,
including strategic and refinancing alternatives to restructure its
indebtedness in private transactions, according to the Company's
Form 10-K disclosure with the Securities and Exchange Commission
for the fiscal year ended December 31, 2017.

"However, if our attempts are unsuccessful or we are unable to
complete such a restructuring on satisfactory terms, we may choose
to pursue a filing under Chapter 11," the Company said.

On March 7, 2018, the Company announced that it has retained
Centerview Partners as financial advisors and Alvarez & Marsal
North America, LLC as restructuring advisors, to explore strategic
alternatives to strengthen the Company's balance sheet and maximize
the value of the Company, which may include, but not limited to,
seeking reorganization under Chapter 11 of the U.S. Bankruptcy
Code.

The Company said Monday, "We have engaged in discussions with
certain stakeholders regarding strategic alternatives to
restructure our balance sheet. We continue to retain Kirkland &
Ellis LLP as our legal advisor to assist the Board and management
team with the strategic review process."

Westmoreland Coal also disclosed that under its revolving credit
facility, the Company is required to deliver audited, consolidated
and consolidating financial statements with an unqualified opinion
of its independent registered public accounting firm, as well as
other financial covenant compliance reporting.  The audit report
prepared by the Company's independent registered public accounting
firm, with respect to the financial statements in the 2017 Annual
Report on Form 10-K, includes an explanatory paragraph referencing
the Company's conclusion that substantial doubt exists as to its
ability to continue as a "going concern."

On March 30, 2018, the Company entered into the Consent, Joinder
and Thirteenth Amendment to the Revolver, with its Revolver lenders
that waived any such default arising out of the delivery of the
audit report prepared by the independent registered public
accounting firm, with respect to the financial statements in this
Annual Report on Form 10-K, containing such a going concern
explanatory paragraph, together with certain other potential
reporting and financial covenant defaults.

The Company executed the amendment to the Revolver with Canadian
Imperial Bank of Commerce (formerly known as The PrivateBank and
Trust Company), as agent and as lender, and East West Bank, as a
lender.  The amendment includes, among other things, the
calculation of the term "Canadian EBITDA" as it is used in the
fixed charge coverage ratio.  The amendment removed certain
financial results attributable to the Coal Valley mine from
Canadian EBITDA and results in the Company's compliance with the
covenant for the year ended December 31, 2017.

"Absent this amendment we would have failed to satisfy the
financial covenant," the Company said.

The Company added that, if an event of default occurs under the
Revolver, the lenders could declare the outstanding principal of
its debt under the Revolver, together with accrued interest, to be
immediately due and payable. In addition, if the lenders under the
Revolver accelerate the loans outstanding under the Revolver, there
will also be cross-defaults under the indenture related to the
Company's 8.75% Notes, which would in turn cross-default the Term
Loan credit agreement. If these cross-defaults occurred, the
Company's outstanding indebtedness under these senior debt
agreements would automatically accelerate.

                    WMLP Unit Obtains Waiver

Westmoreland Coal also disclosed that Westmoreland Resource
Partners, LP's Term Loan facility matures on December 31, 2018, and
WMLP does not currently have liquidity or access to additional
capital sufficient to pay off this debt by its maturity date.  This
condition gives rise to substantial doubt about WMLP's ability to
continue as a going concern for one year after the issuance of
their financial statements.

The Company said certain covenants in the WMLP Term Loan provide
that an audit opinion on WMLP's stand-alone consolidated financial
statements that includes an explanatory paragraph referencing
WMLP's conclusion that substantial doubt exists as to WMLP's
ability to continue as a going concern constitutes an event of
default. The audit opinion in WMLP's Annual Report on Form 10-K
contains such an explanatory paragraph.

On March 1, 2018, the WMLP Term Loan lenders waived the event of
default arising as a result of such explanatory paragraph being
included in the audit opinion in WMLP's Annual Report on Form 10-K.
This waiver expires on the earlier occurrence of May 15, 2018 or
upon the occurrence of any other event of default under the WMLP
Term Loan.

"Unless WMLP obtains further waivers for or otherwise cures this
event of default, the lenders could accelerate the maturity date of
the WMLP Term Loan after the waiver expires, making it immediately
due and payable. This event of default under the WMLP Term Loan
would also constitute an event of default under our Term Loan and
8.75% Notes, making them also immediately due and payable.
Accordingly, all outstanding principal balances and related debt
issuance costs for the WMLP Term Loan, the Term Loan and the 8.75%
Notes are presented as current debt in our consolidated financial
statements. We do not currently have liquidity or access to
additional capital sufficient to pay off this debt," the Company
said.

Westmoreland Coal owns the general partner of and, at December 31,
2017, owns 93.94% of the total equity interest in, WMLP, which is a
publicly traded limited partnership that owns and actively operates
four mining complexes in Ohio and one mine in Wyoming.

                       San Juan Loan Waiver

The Company disclosed that its San Juan Loan agreement provides
that the issuance of parent company (WCC) financial statements
which include an audit opinion containing an explanatory paragraph
referencing WCC's conclusion that substantial doubt exists as to
WCC's ability to continue as a going concern constitutes an event
of default thereunder.

On March 28, 2018, the Company executed an extension and waiver
agreement with NM Capital Utility Corporation, as lender, which,
among other things, waived the requirement that the audit opinion
included in the consolidated financial statements is without such
an explanatory paragraph.  This waiver expires on the earlier of
May 1, 2019 or the occurrence of any event of default not already
waived.

At December 31, 2017, Westmoreland Coal had a total outstanding
indebtedness of approximately $1.076 billion.  Substantially all of
the Company's properties and assets in the Coal-U.S. and
Coal-Canada segments are encumbered by liens securing the Company
and its subsidiaries' outstanding indebtedness.

The holders of the 8.75% Notes and the lenders under the Term Loan
hold first priority liens, on a pari passu basis, on substantially
all of the Company and its wholly owned subsidiaries' tangible and
intangible assets (excluding certain equity interests, mineral
rights, sales contracts, certain assets subject to existing liens
and the San Juan Entities' assets). The San Juan Entities' assets
are encumbered only by the San Juan Loan.

Borrowings under the Revolver are secured by first priority liens
on the Company and its wholly owned subsidiaries' accounts
receivable, inventory and certain other specified assets, other
than the San Juan Entities' assets.

WMLP assets are encumbered by the WMLP Term Loan.  The WMLP assets
secure the indebtedness of WMLP and its subsidiaries and are not
part of the collateral with respect to the 8.75% Notes, the Term
Loan, the San Juan Loan or the Revolver.


WIDEOPENWEST FINANCE: Bank Debt Trades at 2.62% Off
---------------------------------------------------
Participations in a syndicated loan under which WideOpenWest
Finance LLC is a borrower traded in the secondary market at 97.38
cents-on-the-dollar during the week ended Friday, March 29, 2018,
according to data compiled by LSTA/Thomson Reuters MTM Pricing.
This represents an increase of 0.80 percentage points from the
previous week. WideOpenWest Finance pays 325 basis points above
LIBOR to borrow under the $2.049 billion facility. The bank loan
matures on August 16, 2023. Moody's rates the loan 'B2' and
Standard & Poor's gave a 'B' rating to the loan. The loan is one of
the biggest gainers and losers among 247 widely quoted syndicated
loans with five or more bids in secondary trading for the week
ended Friday, March 29.


WILLIAMS COMPANIES: Fitch Affirms BB+ LongTerm IDR; Outlook Stable
------------------------------------------------------------------
Fitch Ratings has affirmed The Williams Companies, Inc.'s (WMB)
Long-term Issuer Default Rating of 'BB+' and the senior unsecured
rating of 'BB+'/'RR4'. The Outlook is Stable. WMB is the
controlling owner of a group of companies operating in the
midstream sector of the energy industry. WMB's main subsidiary, via
a 74% limited partnership stake and a non-economic general
partnership stake, is Williams Partners L.P. (WPZ; BBB-/Positive).

WMB's ratings reflect its immense scale, geographic diversity of
operations, and predominantly fee-based and long-term contracts
that underpin its operations. Concerns for WMB include structural
subordination of WMB-level debt to approximately $16.5 billion of
subsidiary debt, construction risk, and the ongoing effect on
volumes of a lengthy trough period in prices for natural gas and
natural gas liquids.

KEY RATING DRIVERS

FERC Delivers Uncertainty: The Federal Energy Regulatory Commission
(FERC) on March 15, 2018 made its response to the 20-month old U.S.
Court of Appeals decision on United Airlines v. FERC. FERC acted by
releasing a draft Revised Policy Statement that held that master
limited partnerships no longer may recover an income tax allowance
in their cost of service. For WMB, the direct impact of this FERC
policy falls almost entirely on Transcontinental Gas Pipe Line
Company, LLC (Transco; BBB/Positive). In particular, WMB estimates
that only 50% of Transco's revenues will be subject to the general
rate case that WMB discussed at length on its February 2018
earnings call. Fitch regards the FERC as among the best utility
regulators in North America, and believes that an negative impact
on income tax has a likelihood of being balanced out by other
longstanding policy objectives in the U.S., such as increased
pipeline safety. Fitch regards WMB as both seasoned and
accomplished in managing the regulatory process., Fitch note that
WMB stated in a recent press release that the company is
"well-positioned to execute on corporate structure changes, which
would restore . . . the allowance . . . ." Finally, a reasonable
downside case created by Fitch indicates that the outcome is not
material to WMB.

Take-or-Pay-Type Projects Continue to Garner Most Investing Cash:
The 2018 guidance for growth capital and investment expenditures is
$2.7 billion. Just over two-thirds of this investment is going to
projects that have take-or-pay-type contract structures. The
Norphlet Project in the deepwater Gulf and various Transco projects
feature take-or-pay-type provisions. Transco is budgeted to have
$1.7 billion in 2018 growth capital expenditures. For 2017,, WMB
devoted approximately two-thirds of those monies to Transco and
with its valuable footprint Fitch believe it can now expand with
highly lucrative projects. WMB has a good track record for on-time,
on-budget project completions. WMB's resumption of material
gathering and processing-growth expenditures, such as the expansion
of the Oak Grove cryogenic processing plant and connected assets,
will pose challenges of construction, counterparty-credit
management, and volume risks.

Gathering & Processing Volume Risk: Non-regulated businesses in
2017 contributed approximately two-thirds of WMB's total gross
margin, pro forma for the Geismar sale. Most of this non-regulated
business is gathering and processing, which Fitch regards as
strategically central for WMB. Over half of the 2017 non-regulated
gross margin was sensitive to volumes and commodity prices. Fourth
quarter 2017 (4Q17) enterprise-wide onshore gathering volumes (on
an 8/8ths) basis were 3% higher compared to five quarters ago. In
the Northeast segment, WMB still trails the growth rates shown in
EIA data reported for the Appalachia region, yet the gap shrunk
considerably in 2017 compared to 2016.

Improved Credit Profile: During 2015-2016, WMB's de-consolidated
leverage (which Fitch calculates as WMB-level debt divided by
distributions received from WPZ) ranged in the high 2x area; the
company improved this metric in 2017 to approximately 2.5x.
Furthermore, the company has stated its intent to repay the
outstanding balance of $270 million on its revolving credit
facility in 2018. WMB's issuance of $2.2 billion of common shares
in January 2017 and the Geismar chemical plant sale proceeds (July
2017) helped leverage stay in check during a period of high capital
spending. Some capital spending, particularly at Transco, tends to
require fairly lengthy time intervals (two to three years) between
construction commitments and commercial operations. In regard to
maintaining the credit profile, WMB and WPZ regard their business
plan as sound, and therefore the guidance is for no additional
equity raises. Fitch believes the corporate family is committed to
strong credit profiles for its member-entities and that in the
event of a significantly adverse event for the business the family
would use whatever financial tools necessary to bolster the balance
sheet. A key cost-of-capital metric has improved recently for the
company. In mid-2017, stock beta for WMB was approximately 1.7. In
recent weeks it has been around 0.9-1.0.

DERIVATION SUMMARY

Viewing WMB in a simple manner, the company's 2017 consolidated
adjusted leverage of approximately 5.2x compares well to Fitch's
expectation of Kinder Morgan, Inc.'s leverage of the low 5x range
in 2018-2019 (KMI; IDR BBB-/Stable). Both companies have multiple
well-performing FERC-regulated natural gas pipelines.

WMB carries a lower rating than KMI by dint of structural
subordination risk. In terms of bearing the risk posed by high
amounts of subsidiary debt, Energy Transfer Equity, L.P.'s (ETE;
IDR BB/Stable) risk is similar to WMB's (in most other respects the
two companies are dissimilar). WMB's IDR is rated a notch higher
than ETE because WMB has less standalone leverage than ETE. In 2017
WMB posted standalone leverage of approximately 2.5x, and ETE
posted a value in the mid-4x area.

KEY ASSUMPTIONS

Fitch's Key Assumptions Within Fitch Rating Case for the Issuer

-- Transco's construction projects produce EBITDA reflecting
    industry EBITDA multiples that prevail for expansions in the
    long-distance natural gas transmission midstream subsector.

-- Growth in capital expenditures and investments of $2.7 billion

    in 2018.

-- WPZ distribution growth of approximately 5%-7% per year in
    2018-2019.

-- WMB dividend growth of approximately 10%-15% per year. in
    2018-2019.

-- No equity issuance at WMB or WPZ.

-- Fitch price deck forecast for 2018 and 2019 $2.75/MMBtu and
    $3.00/MMBtu, respectively, for natural gas at Henry Hub.

RATING SENSITIVITIES

Developments That May, Individually or Collectively, Lead to
Positive Rating Action

-- Standalone debt to distributions received falling below 1.75x
    for a sustained period, and the credit quality of the source
    or sources of distributions are in aggregate at or above
    'BBB'.

Developments That May, Individually or Collectively, Lead to
Negative Rating Action

-- Standalone debt to distributions received exceeding 2.75x.

LIQUIDITY

As of Dec. 31, 2017, WMB had cash of $899 million on the balance
sheet, including $881 million of cash held at WPZ. WMB has $1.23
billion availability under its undrawn $1.5 billion senior
unsecured revolver which matures in 2021.

As of Dec. 31, 2017, WPZ had $881 million of cash on the balance
sheet with no CP outstanding. It also had full availability under
its undrawn $3.5 billion senior unsecured revolver which matures in
2021. Near-term debt maturities appear manageable and include $185
million due at Northwest Pipeline in April 2017 and $2.1 billion in
unsecured notes due at Williams Partners in 2020.

FULL LIST OF RATING ACTIONS

Fitch has affirmed the following ratings:
The Williams Companies, Inc.
-- Long-Term IDR at 'BB+';
-- Senior unsecured notes at 'BB+'/'RR4'.

The Rating Outlook is Stable.



WINEBOW GROUP: Moody's Lowers CFR to B3; Keeps Outlook Negative
---------------------------------------------------------------
Moody's Investors Service downgraded The Winebow Group, LLC's
Corporate Family Rating ("CFR") and Probability of Default Rating
to B3 and B3-PD from B2 and B2-PD respectively. Winebow Holdings,
Inc.'s 1st lien term loan was simultaneously downgraded to B2 from
B1. At the same time, Moody's affirmed the 2nd lien term loan at
Caa1. The rating outlook is negative.

The downgrade and negative outlook reflect Winebow's elevated
leverage due to weaker than expected operating performance in
calendar 2017. At the end of December, 2017, Winebow's debt/EBITDA
leverage exceeded 10x before adding back certain one-time items,
and around 9x excluding them. Moody's previously said that failure
to reduce leverage to below 7.5x in fiscal 2018 would result in a
downgrade. While acquisitions of new businesses and inventories
have contributed to higher leverage, operating performance has been
weak for two years due to a number of issues, and leverage is well
above Moody's expectations. Failure to reduce leverage in the
coming year could result in a further downgrade. Large acquisitions
or failure to improve operating performance could also result in a
further downgrade.

The following ratings were downgraded:

The Winebow Group, LLC

Corporate Family Rating to B3 from B2

Probability of Default Rating to B3-PD from B2-PD

Winebow Holdings, Inc.

Senior Secured 1st Lien Term Loan to B2 (LGD3) from B1 (LGD3)

The following ratings were affirmed:

Winebow Holdings, Inc.

Senior Secured 2nd Lien Term Loan at Caa1 (LGD5)

Outlook:

The Winebow Group, LLC

Outlook remains negative

Winebow Holdings, Inc.

Outlook remains negative

RATINGS RATIONALE

The Winebow Group, LLC's B3 Corporate Family Rating reflects the
company's high financial leverage (debt/EBITDA), relatively modest
scale, and ongoing acquisition strategy. As a US distributor of
fine wine, Winebow benefits from relatively low risk and typically
stable results due to the unique three-tier US regulatory structure
for alcoholic beverages. The company is well positioned to benefit
from attractive industry characteristics including ongoing
premiumization and growth in US wine consumption. Recent
acquisitions have contributed to higher leverage but have also
strengthened the company's product and geographic footprint.

In the six months ending December 2017, which is the first half of
the company's fiscal year, a number of challenges resulted in lower
than expected free cash flow. These included the impact of
hurricanes in the southeastern US and wildfires in northern
California, a spike in the Euro/ US dollar exchange rate in late
summer increasing the cost of imported wines after pricing had been
set for the holiday season, and the pending meger of the company's
largest national import customers. The first half was also impacted
by fewer selling days in the calendar. While some of these items
were one-time in nature, these events contributed to a $4 million
reduction in EBITDA over the fiscal first half, and a $5 million
reduction in the twelve months ended December, 2017. To support
improved profitability in the second half of its fiscal year, the
company initiated price increases in its Q3 to cover the higher
cost of imported wine. In addition, new business additions are
expected to boost cash flows in the second half of the fiscal year.
Nevertheless, significantly improved cash flows will be necessary
to materially reduce leverage. Moody's expect that Winebow will
grow revenues in the mid-single digits range going forward. The
rating reflects margins that remain strong for a wine & spirits
distribution company and Moody's expectation that Winebow will
generate positive free cash flow going forward. Moody's rating also
assumes that the company will address its July 2020 asset backed
revolver maturity well ahead of time.

The negative outlook reflects Winebow's elevated leverage due to
weaker than expected operating performance and debt-financed
acquisitions. Failure to reduce leverage or generate positive free
cash flow within the next year could lead to a downgrade.

The ratings could be downgraded if Winebow's operating performance
fails to improve, if the company fails to reduce debt/EBITDA
leverage to below 8.5x in the next 12 to 18 months, if EBITDA less
capital expenditures to interest expense falls below 1.50x, or if
liquidity weakens. Shareholder returns or debt financed
acquisitions prior to reducing leverage could also result in a
downgrade.

The ratings could be upgraded if Winebow sustains organic revenue
and profit growth, debt/EBITDA is maintained below 7.0x, and EBITDA
less capital expenditures to interest expense is above 2.0x. An
upgrade would also require improved liquidity including improved
cash flow and greater availability under its bank facility.

Headquartered in Richmond, Virginia, The Winebow Group, LLC is a
distributor and importer of fine wines and craft spirits primarily
in the Northeast, Mid-Atlantic, Southeast, Midwest, and Western
United States. The company was formed by the June 2014 merger
between Winebow, Inc. and The Vintner Group, Inc, and is jointly
owned by Brazos Partners and Brockway Moran. Sales approximate $750
million on a pro-forma basis.


WRIGHT'S WELL: Oceaneering Proposed Plan to Provide Cash Infusion
-----------------------------------------------------------------
Oceaneering International, Inc. filed with the U.S. Bankruptcy
Court for the Western District of Louisiana a disclosure statement
and evidence of unimpaired status of all classes of claims and
interests relating to a chapter 11 plan of reorganization dated,
March 20, 2018, for Wright's Well Control Services, LLC.

The Plan provides for the following important outcomes: 1)
available cash to allow an exit from the Chapter 11 Case with the
Debtor reorganized as a going concern, 2) resolution of costly,
protracted litigation that the Debtor instigated against the Plan
Proponent, 3) preservation of the Debtor's secured financing, 4)
preservation of the Debtor's current management and rights of
holders of Equity Interests, and 5) the Plan proposes to pay in
full on the Effective Date the entire amount of all Allowed Claims
other than the Midsouth Secured Claim, which will be paid in
accordance with the existing Loan Documents.

The Plan provides a much needed cash infusion in exchange for a
complete release of all claims that the Debtor and the Estate has
against the Plan Proponent and the conveyance of certain patents
owned by the Debtor and the Debtor's causes of action to pursue the
Debtor's sole member, David Wright to recover patents that David
Wright registered his own name, but on information and belief were
developed with the Debtor's resources. The cash that the Plan
Proponent is required to pay to the Estate is limited to $1,500,000
(the Purchase Price less a setoff in the amount of the Plan
Proponent's claims, which to-date total $700,000). This plus the
Debtor's cash on hand is estimated to be more than enough to
satisfy all Claims as of the sale funding date, other than the
Midsouth Secured Claim. The Midsouth Secured Claim will retain all
of its rights under the existing loan documents.

The Plan also provides a means for Northstar (as the purported
holder of the Midsouth Secured Claim) to deal with the Debtor
without the restrictions and expenses of further Chapter 11
proceedings. It also resolves a costly protracted dispute between
the Debtor and the Plan Proponent that absent the Proposed Plan
appears to have no end in light of the recent 2018 case filing.

The policy goals of the chapter 11 process are therefore served by
the Plan by allowing the Debtor to survive as a going concern and
resolving otherwise unresolvable claims and interests.

Each holder of an Allowed General Unsecured Claim in Class 4 will
be unimpaired under the Plan, and such holder of an Allowed General
Unsecured Claim will be paid Cash in an amount equal to its Allowed
General Unsecured Claim on the Plan Distribution Date.

On the Effective Date, the Debtor and Plan Proponent will close the
asset sale, whereby the Debtor will sell, bargain, convey, assign,
set over, and fully transfer to the Plan Proponent all right, title
and interest, including past infringement claims in and to the
patents and related rights, claims, causes of action, Tort Claims,
and all documents, records, drawings and work product related to
such patents and related rights, claims, causes of action and Tort
Claims, and the Plan Proponent will deliver to the Debtor the
Purchase Price and release its Claims against the Estate in full
satisfaction and discharge of the Plan Proponent's obligations
under the asset sale and this Plan. The Debtor will deliver such
written instruments, duly authorized and executed as may be
reasonably required to close the Asset Sale.

A copy of Oceaneering's Disclosure Statement is available at:

     http://bankrupt.com/misc/lawb17-50354-213.pdf

Counsel for Oceaneering International, Inc.:

    Wade R. Iverstine (La. Bar Roll No. 31793)
    KEAN MILLER LLP
    400 Convention Street, Suite 700
    P.O. Box 3513 (70821-3513)
    Baton Rouge, LA 70802
    Phone: (225) 387-0999
    Email: wade.iverstine@keanmiller.com

            About Wright's Well Control Services

Based in Lake Charles, Louisiana, Wright's Well Control Services,
LLC, provides oil and gas well control solutions.

The Debtor filed a Chapter 11 petition (Bankr. W.D. La. Case No.
17-50354) on March 22, 2017.   In its petition, the Debtor
estimated less than $50,000 in assets and $1 million to $10 million
in liabilities. The petition was signed by David Christopher
Wright, the Debtor's manager and member.

Judge Robert Summerhays presides over the case.

Kent H. Aguillard, Esq., at H. Kent Aguillard, represents the
Debtor as bankruptcy counsel.  The Debtor hired a joint venture
composed of Hilco Industrial LLC, Myron Bowling Auctioneers and
Cincinnati Industrial Auctioneers as its asset marketing and sales
agent. The Debtor taps Martin and Pellegrin as accountant.

On September 12, 2017, the Debtor filed a disclosure statement,
which explains its proposed Chapter 11 plan of reorganization.


ZERO ENERGY: Seeks Interim Authority to Use Cash Collateral
-----------------------------------------------------------
Zero Energy Systems, LLC, seeks authority from the United States
Bankruptcy Court for the Southern District of Iowa for the interim
use of the cash collateral in which the Secured Creditors -- Donnie
Stalkfleet and Midwest One Bank -- have or assert an interest.

The Debtor proposes to use cash collateral for the payment of its
usual, ordinary, customary, regular, and necessary post-petition
expenses incurred in the ordinary course of Debtor's business and
for payment of those pre-petition claims approved and allowed by
Order of the Bankruptcy Court and not otherwise, pursuant to the
Budget.

The Debtor believes that Donnie Stalkfleet and Midwest One Bank,
hold validly perfected and enforceable liens on and security
interests in, among other things, the Debtor's accounts, inventory,
equipment, machinery and general intangibles, and all proceeds
thereof.  
The Debtor proposes that in consideration for the Debtor's use of
the cash collateral as and as adequate protection for any
diminution of value of the Secured Creditors' security interests,
the Debtor proposes to grant to the Secured Creditors:

     (a) a validly perfected first priority lien on and security
interest in the Debtor's post-petition collateral, subject to
existing valid, perfected, and superior liens in the collateral
held by other creditors, if any, and the Carve-Out. The Carve-Out
will include any fees due to the U.S. Trustee, and fees and
expenses incurred by the Debtor's duly-employed professionals and
other professionals whose employment is authorized by the Court,
and approved by the Court in an amount not to exceed $200,000.

     (b) In the event of, and only in the case of diminution of
value of the Secured Creditors' interests in the collateral, a
super-priority claim that will have priority in the Debtor's
bankruptcy case over all priority claims and unsecured claims
against the Debtor and its estate.

     (c) As further adequate protection, the Debtor will make
post-petition monthly payments of interest only at the rate of
4.25% per annum, unless the Debtor and the Secured Creditors agree
to a different or lesser amount.

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

           http://bankrupt.com/misc/iasb18-00622-9.pdf

                 About Zero Energy Systems, LLC

Zero Energy Systems -- http://www.zeroenergy-systems.com/--
provides state-of-the-art, computer-automated production of
proprietary insulated concrete wall systems for residential and
commercial construction.  The Company's wall panels are
specifically designed to store and release energy, creating a
net-zero effect within the wall, while also providing disaster
resistance, durability, and affordability.  The Company has a heavy
manufacturing facility at 428 Westcor Drive, Coralville, Iowa.

Zero Energy Systems, LLC filed a Chapter 11 petition (Bankr. S.D.
Iowa Case No. 18-00622), on March 25, 2018.  The petition was
signed by Scott Long, managing member.  The Debtor is represented
by Bradshaw, Fowler, Proctor & Fairgrave PC.  At the time of
filing, the Debtor had $14.03 million in total assets and $28.69
million in total liabilities.


[*] BofI Unit Acquires Epiq's Trustee & Fiduciary Services Business
-------------------------------------------------------------------
BofI Holding, Inc., parent of BofI Federal Bank, on April 4, 2018,
disclosed that a subsidiary of the Bank has acquired the bankruptcy
trustee and fiduciary services business (the "Business") of Epiq.
From its primary Chapter 7 office in Kansas City, Kansas, the
business provides specialized software and consulting services to
Chapter 7 and non-7 trustees and fiduciaries in all 50 states.

"We are excited about the addition of the trustee and fiduciary
services team from Epiq," Greg Garrabrants, President and Chief
Executive Officer of BofI stated.  "With the acquisition of
comprehensive software solutions and a dedicated service team, we
look forward to serving Chapter 7 and non-7 trustees nationwide.
This business generates fee income from bank partners and
bankruptcy cases, as well as low-cost deposits.  It adds a new
specialty deposit vertical and further diversifies our funding over
time."

"We believe the combination of our former Chapter 7 business and
BofI’s specialty deposit capabilities will create significant
value and opportunities for the Chapter 7 trustees, non-7 trustees
and employees alike," said John Davenport, Jr., Chief Executive
Officer, Epiq.

The Company expects the acquisition to be immediately accretive to
earnings.  The all-cash transaction was funded from existing
capital at the Bank.

                           About Epiq

Epiq, a global leader in the legal services industry, takes on
large-scale, increasingly complex tasks for corporate counsel, law
firms, and business professionals with efficiency, clarity, and
confidence.  Clients rely on Epiq to streamline the administration
of business operations, class action and mass tort, court
reporting, eDiscovery, regulatory, compliance, restructuring, and
bankruptcy matters. Epiq subject-matter experts and technologies
create efficiency through expertise and deliver confidence to
high-performing clients around the world.

                     About BofI Holding, Inc.

BofI Holding, Inc. is the holding company for BofI Federal Bank, a
nationwide bank that provides financing for single and multifamily
residential properties, small-to-medium size businesses in target
sectors, and selected specialty finance receivables.  With
approximately $8.9 billion in assets, BofI Federal Bank provides
consumer and business banking products through its low-cost
distribution channels and affinity partners.  BofI Holding,
Inc.’s common stock is listed on the NASDAQ Global Select Market
under the symbol "BOFI" and is a component of the Russell 2000(R)
Index, the S&P SmallCap 600(R) Index, and the KBW Nasdaq Financial
Technology Index.


[*] S&P Alters Outlook to Neg. on Various Business Development Cos.
-------------------------------------------------------------------
On April 3, 2018, S&P Global Ratings revised its outlooks to
negative on Corporate Capital Trust, Goldman Sachs BDC Inc.,
Hercules Capital Inc., Main Street Capital Corp., Oaktree Specialty
Lending Corp., Solar Capital Ltd., TCP Capital Corp., and TPG
Specialty Lending Inc. At the same time, S&P affirmed its issuer
credit ratings on those companies.

In addition, S&P placed its ratings on CreditWatch with negative
implications for Ares Capital Corp., FS Investment Corp., and
Prospect Capital Corp.

Also, S&P affirmed its issuer credit ratings on Apollo Investment
Corp., BlackRock Capital Investment Corp., and PennantPark
Investment Corp. The outlooks remain negative on those companies.

RATIONALE

The rating actions reflect the potential for business development
companies (BDCs) to increase leverage significantly following the
passage of the Small Business Credit Availability Act. The act,
which President Donald Trump signed into law on March 23 as part of
the omnibus spending bill, allows BDCs to reduce their asset
coverage--a ratio of assets to debt--to 150% from 200%, if they
obtain required approvals. The change could effectively increase a
BDC's maximum allowable debt-to-equity ratios to approximately 2:1
from 1:1 under the previous requirement.

S&P said, "We believe the reduced leverage restrictions increase
risk in the BDC industry, and we likely would downgrade any BDC
that seeks approval to reduce its asset coverage requirement. As a
result, we have placed on CreditWatch with negative implications
the ratings of FS Investment Corp. and Prospect Capital Corp.,
which have received approvals from their boards of directors to
decrease their asset coverage ratio requirements, as well as Ares
Capital Corp., which announced that it intends to discuss plans for
implementation with its board of directors. The CreditWatch
listings indicate that there is at least a one-in-two chance we
will lower those ratings within 90 days. During that time, we will
consider the details of their plans for leverage as well as any
associated changes to their strategy or financial management.

"We have negative outlooks on all remaining BDCs we publicly rate,
none of which has announced plans to seek approval for reduced
asset coverage following the legislative change. We are uncertain
whether these companies will decide to pursue higher leverage and
in what time frame they will come to that decision. As a result,
the negative outlooks reflect a somewhat lower probability of
downgrade (at least a one-in-three chance) over a longer time frame
than the CreditWatch negatives. However, we could lower ratings
quickly on any of these companies that announces an intention to
increase leverage. Conversely, we could revise the outlook to
stable on any company that definitively decides to maintain its
current leverage. We will likely look to resolve the negative
outlooks--either by lowering ratings or revising outlooks to
stable--in the coming months as each BDC's leverage and strategic
plans become clearer."

BDCs can adopt the 150% asset coverage requirement if approved by
more than 50% of the votes cast at a shareholder meeting with a
quorum present, or a "required majority" of non-interested
directors. Approval by shareholders becomes effective the first day
after approval, whereas approval by the board of directors becomes
effective one year after approval. BDCs not listed on a national
securities exchange that wish to take on more leverage are required
to offer all shareholders the option to exit their investment, with
shares to be repurchased over four quarters. If a BDC does not seek
shareholder or board approval to lower the asset coverage test to
150%, the original 200% asset coverage test remains in force.

S&P said, "In terms of credit risk, the legislation has narrowed
the gap between BDCs and other nonbank finance companies, in our
view, and therefore we have lowered our preliminary anchor for BDCs
to 'bb+' from 'bbb-', in line with other U.S. nonbank finance
companies. (The preliminary anchor is the starting point for our
ratings on BDCs and reflects our view of the economic and industry
risks these companies face. We notch the ratings up, down, or not
at all from that point based on company-specific factors.) Relative
to other finance companies, BDCs' creditworthiness has benefited
from a stronger institutional framework that includes asset
diversification, reporting and disclosure requirements, and, most
significantly, leverage constraints. Moreover, the potential for
increased leverage comes at a time when we believe there is intense
competition among private credit funds that is causing underwriting
and loan terms to weaken while pressuring yields. While we have
lowered the preliminary anchor, for now we apply entity-specific
anchor adjustments to all our BDC ratings, resulting in final
anchors of 'bbb-', given that none of these companies has yet
implemented a change in their 200% asset coverage requirement.

"We expect many BDCs will seek and obtain approval to adopt the
150% asset coverage requirement, although it is less certain to
what extent each individual BDC would use the additional leverage.
We likely will downgrade by one notch BDCs that have obtained
approval or seek approval to increase leverage by removing the
entity-specific notch adjustment in our anchor assessment. At that
point, further downgrades would depend on how significantly each
BDC individually increased leverage. We will also consider how the
change in leverage may affect each BDC's lending strategies as well
as competitive conditions in the industry. Alternatively, we could
revise the outlook to stable on BDCs that publicly signal that they
intend to maintain the 200% asset coverage requirement.

"If we lower our issuer credit rating on a BDC from 'BBB-' or
higher to 'BB+' or lower, we may lower our rating on its senior
unsecured debt even further. That is because we generally rate
senior unsecured debt equal to the issuer credit ratings on
companies rated 'BBB-' or higher. Conversely, we rate such debt up
to two notches below the issuer credit rating on companies rated
'BB+' or lower, depending on the amount of priority debt and
unencumbered assets."

RATINGS LIST
                              To                   From
  Ratings Placed on CreditWatch Negative

  Ares Capital Corp.
   Issuer Credit Rating       BBB/Watch Neg/--     BBB/Stable/--

  FS Investment Corp.
   Issuer Credit Rating       BBB-/Watch Neg/--    BBB-/Stable/--

  Prospect Capital Corp.
   Issuer Credit Rating      BBB-/Watch Neg/--    BBB-/Negative/--

  Ratings Affirmed; Outlook Revised To Negative From Stable

  Corporate Capital Trust
  Goldman Sachs BDC Inc.
  Hercules Capital Inc.
  Solar Capital Ltd.
  TCP Capital Corp.
  TPG Specialty Lending Inc.
   Issuer Credit Rating       BBB-/Negative/--     BBB-/Stable/--

  Main Street Capital Corp.
   Issuer Credit Rating       BBB/Negative/--      BBB/Stable/--

  Oaktree Specialty Lending Corp.
   Issuer Credit Rating       BB+/Negative/--      BB+/Stable/--

  Ratings Affirmed; Outlook Remains Negative

  Apollo Investment Corp.
  BlackRock Capital Investment Corp.
  PennantPark Investment Corp.
   Issuer Credit Rating      BBB-/Negative/--     BBB-/Negative/--


[^] BOOK REVIEW: The Financial Giants In United States History
--------------------------------------------------------------
Author:  Meade Minnigerode
Publisher:  Beard Books
Softcover:  260 pages
List Price:  $34.95

Order your personal copy today at http://is.gd/tJWvs2

The financial giants were Stephen Girard, John Jacob Astor, Jay
Cooke, Daniel Drew, Cornelius Vanderbilt, Jay Gould, and Jim Fisk.
The accomplishments of some have made them household names today.
But all were active in the mid 1800s. This was a time when the
United States, having freed itself from Great Britain only a few
decades earlier, was gaining its stride as an independent nation.
The country was expanding westward, starting to engage in
significant international trade, and laying the foundations for
becoming a major industrial power. Astor, Vanderbilt, Gould, and
the others played major parts in all these areas. During the Civil
War in the first half of the 1860s, some became leading suppliers
of goods or financiers to the Federal government.

Minnigerode's focus is the highlights of the life of each of the
seven. Along with this, he identifies each one's prime
characteristics contributing to his road to fortune and how his
life turned out in the end. Not all of the men managed to keep and
pass on the fortunes they amassed. They are seen a "financial
giants" not only because they made fortunes in the early days of
American business and industry, but also for their place in laying
out the groundwork for American business enterprise, innovation,
and leadership, and for the notoriety they had in their day.

Minnigerode summarizes the style or achievement of each man in a
single word or short phrase. Stephan Girard is "The Merchant
Banker"; Cornelius Vanderbilt, "The Commodore." "The Old Man of the
Street" summarizes Daniel Drew"; with "The Wizard of Wall Street"
summarizing Jay Gould. Jim Fisk is "The Mountebank."

Jay Cooke, "The Tycoon," was to be "known throughout the country
for his astonishingly successful handling of the great Federal
loans which financed the Civil War." After the War, one of the
leaders of the Confederacy remarked that the South was really
defeated in the Federal Treasury Department thus, even on the enemy
side, giving recognition to Cooke's invaluable work of enabling the
Federal government to meet the huge costs of the War.  After the
War, having earned the reputation as "the foremost financier in the
country," Cooke became involved in many large financial ventures,
including the building of a railroad to link the East and West
coasts of America. In this railroad venture, however, Cooke and his
banking firm made a fatal misstep in investing in the Northern
Pacific railway. The Northern Pacific turned out to be a house of
cards. When Cooke's firm was unable to meet interest payments it
owed because of money it had put into the Northern Pacific, the
firm went bankrupt; and this caused alarm in the stock market and
financial circles.

The roads to wealth of the "financial giants" were not smooth.
Like others amassing great wealth, they had to take risks. The
tales Minnigerode tells are not only instructive on how individuals
have historically made fortunes in business and the characteristics
they had for this, but are also cautionary tales on the contingency
of great wealth in some circumstances. Jim Fisk, for instance, a
larger-than life character "jovial and quick witted [who was also]
a swindler and a bandit, a destroyer of law and an apostle of
fraud," was presumably killed by a former business partner. Unlike
Cooke and Fisk, Cornelius Vanderbilt and John Jacob Astor built
fortunes that lasted generations.  Vanderbilt - nicknamed Commodore
- starting in the New York City area, built ships and established
domestic and international merchant and passenger lines. With the
government coming to depend on these with the rapid growth of
commerce of the period and the Civil War for a time, Vanderbilt
practically had monopolistic control of private shipping in the
U.S. Astor made his fortune by developing trade and other business
in the upper Midwest, which was at the time the sparsely-populated
frontier of America, rich in natural resources and other potential
with the Great Lakes and regional rivers as a means for
transportation.

Although the social and business conditions in the early and mid
1800s when the U.S. was in the early stages of its development were
unique to that period, by concentrating on the characteristics,
personalities, strategies, and activities of the seven outstanding
businessmen of this period, Minnigerode highlights business traits
and acumen that are timeless. His sharply-focused, short
biographies are colorful and memorable.  This author has written
many other books and worked in the military and government.


[^] Recent Small-Dollar & Individual Chapter 11 Filings
-------------------------------------------------------
In re Brenda Orea
   Bankr. C.D. Cal. Case No. 18-10650
      Chapter 11 Petition filed February 26, 2018
         represented by: Lionel E Giron, Esq.
                         LAW OFFICES OF LIONEL E GIRON
                         E-mail: notices@lglawoffice.com

In re Institutional Vendor Management, Inc.
   Bankr. N.D. Cal. Case No. 18-50392
      Chapter 11 Petition filed February 26, 2018
         See http://bankrupt.com/misc/canb18-50392.pdf
         represented by: Donald Charles Schwartz, Esq.
                         LAW OFFICES OF DONALD CHARLES SCHWARTZ
                         E-mail: triallaw@cruzio.com

In re Hidden Valley 80, LLC
   Bankr. D. Ariz. Case No. 18-01910
      Chapter 11 Petition filed March 1, 2018
         See http://bankrupt.com/misc/azb18-01910.pdf
         represented by: Michael W. Baldwin, Esq.
                         MICHAEL W. BALDWIN, P.C.
                         E-mail: michael.baldwin@azbar.org

In re Los Angeles/Mission Hills Wellness Caregivers Center, LLC
   Bankr. C.D. Cal. Case No. 18-10735
      Chapter 11 Petition filed March 22, 2018
         See http://bankrupt.com/misc/cacb18-10735.pdf
         represented by: Raymond H. Aver, Esq.
                         LAW OFFICES OF RAYMOND H. AVER
                         E-mail: ray@averlaw.com

In re Needham Family Practice Associates, P.C.
   Bankr. D. Mass. Case No. 18-11021
      Chapter 11 Petition filed March 22, 2018
         See http://bankrupt.com/misc/mab18-11021.pdf
         represented by: Michael S. Kalis, Esq.
                         E-mail: mikalislaw@verizon.net

In re Crossroads Market, Inc.
   Bankr. D. Maine Case No. 18-20141
      Chapter 11 Petition filed March 22, 2018
         See http://bankrupt.com/misc/meb18-20141.pdf
         represented by: James F. Molleur, Esq.
                         MOLLEUR LAW OFFICE
                         E-mail: jim@molleurlaw.com

In re Via Meadowlands, LLC
   Bankr. D.N.J. Case No. 18-15640
      Chapter 11 Petition filed March 22, 2018
         See http://bankrupt.com/misc/njb18-15640.pdf
         represented by: Veer P Patel, Esq.
                         PATEL & SOLTIS, LLC
                         E-mail: bk@focusedlaw.com

In re Theodora Hart
   Bankr. D. Nev. Case No. 18-11534
      Chapter 11 Petition filed March 22, 2018
         represented by: James M. Baker, Esq.
                         CASTRO AND BAKER, LLP
                         E-mail: jamesmbaker00@hotmail.com

In re Fab 1 Corporation
   Bankr. E.D.N.Y. Case No. 18-41585
      Chapter 11 Petition filed March 22, 2018
         See http://bankrupt.com/misc/nyeb18-41585.pdf
         represented by: Deborah Innocent, Esq.
                         INNOCENT LAW, P.C.
                         E-mail: deborahinnocent.esq@gmail.com

In re 133-40 Hook Creek Blvd, LLC
   Bankr. E.D.N.Y. Case No. 18-41595
      Chapter 11 Petition filed March 22, 2018
         Filed Pro Se

In re Tear Drops of Elegance, Inc.
   Bankr. S.D.N.Y. Case No. 18-10785
      Chapter 11 Petition filed March 22, 2018
         See http://bankrupt.com/misc/nysb18-10785.pdf
         Filed Pro Se

In re J.L. Funk Construction Management, LLC
   Bankr. S.D.N.Y. Case No. 18-35447
      Chapter 11 Petition filed March 22, 2018
         See http://bankrupt.com/misc/nysb18-35447.pdf
         represented by: Ariadne Santiago Montare, Esq.
                         MONTARE LAW LLC
                         E-mail: ariadne@montarelaw.com

In re Stephen M. Grussmark
   Bankr. S.D. Fla. Case No. 18-13387
      Chapter 11 Petition filed March 23, 2018
         represented by: Nathan G Mancuso, Esq.
                         E-mail: ngm@mancuso-law.com

In re Cheshire Foreign Auto Service, Inc.
   Bankr. D.N.H. Case No. 18-10375
      Chapter 11 Petition filed March 23, 2018
         See http://bankrupt.com/misc/nhb18-10375.pdf
         represented by: Douglas A. G. Thornton, Esq.
                         E-mail: doug@dougthorntonlaw.com

In re David H. Cheren and Catherine A. Conrad-Cheren
   Bankr. D. Ariz. Case No. 18-02920
      Chapter 11 Petition filed March 23, 2018
         represented by: Mark J. Giunta, Esq.
                         LAW OFFICE OF MARK J. GIUNTA
                         E-mail: markgiunta@giuntalaw.com

In re Joseph T. Bubonic and Mary A. Bubonic
   Bankr. C.D. Cal. Case No. 18-11000
      Chapter 11 Petition filed March 23, 2018
         represented by: Julie J. Villalobos, Esq.
                         OAKTREE LAW
                         E-mail: julie@oaktreelaw.com

In re Hayssam B. Yazji
   Bankr. M.D. Fla. Case No. 18-00892
      Chapter 11 Petition filed March 23, 2018
         represented by: Jason A Burgess, Esq.
                         THE LAW OFFICES OF JASON A. BURGESS, LLC
                         E-mail: jason@jasonaburgess.com

In re Emmitt Wayne Mosley
   Bankr. M.D. Fla. Case No. 18-01594
      Chapter 11 Petition filed March 23, 2018
         represented by: R. Scott Shuker, Esq.
                         LATHAM SHUKER EDEN & BEAUDINE LLP
                         E-mail: bknotice@lseblaw.com

In re Joseph J. Bracken
   Bankr. N.D. Ill. Case No. 18-08504
      Chapter 11 Petition filed March 23, 2018
         represented by: Richard L. Hirsh, Esq.
                         RICHARD L. HIRSH, PC
                         E-mail: richala@sbcglobal.net

In re Mary Ann Berg
   Bankr. D. Neb. Case No. 18-80384
      Chapter 11 Petition filed March 23, 2018
         represented by: Howard T. Duncan, Esq.
                         KOENIG DUNNE P.C., LLO.
                         E-mail: patrickp@koenigdunne.com

In re Sixto G. Tigrero and Magaly Hughes-Tigrero
   Bankr. D.N.J. Case No. 18-15676
      Chapter 11 Petition filed March 23, 2018
         represented by: David L. Stevens, Esq.
                         SCURA, WIGFIELD, HEYER & STEVENS
                         E-mail: dstevens@scuramealey.com

In re Express HOV, Inc.
   Bankr. S.D. Tex. Case No. 18-31439
      Chapter 11 Petition filed March 23, 2018
         See http://bankrupt.com/misc/txsb18-31439.pdf
         represented by: Reese W. Baker, Esq.
                         BAKER & ASSOCIATES
                         E-mail: courtdocs@bakerassociates.net

In re Deborah Best
   Bankr. C.D. Cal. Case No. 18-11024
      Chapter 11 Petition filed March 24, 2018
         represented by: Leonard W. Stitz, Esq.
                         E-mail: lenny@stitzlaw.com

In re Marco Lawrence Caci
   Bankr. D. Mass. Case No. 18-11052
      Chapter 11 Petition filed March 25, 2018
         represented by: Carmenelisa Perez-Kudzma, Esq.
                         PEREZ-KUDZMA LAW OFFICE
                         E-mail: carmenelisa@pklolaw.com
In re Otis Kelly Bruce
   Bankr. D. Ariz. Case No. 18-02977
      Chapter 11 Petition filed March 26, 2018
         represented by: Thomas Allen, Esq.
                         ALLEN BARNES & JONES, PLC
                         E-mail: tallen@allenbarneslaw.com

In re Barreno Enterprises, LLC
   Bankr. E.D. Cal. Case No. 18-90196
      Chapter 11 Petition filed March 26, 2018
         See http://bankrupt.com/misc/caeb18-90196.pdf
         represented by: David C. Johnston, Esq.

In re A.C.G. Contracting LLC
   Bankr. D. Conn. Case No. 18-30462
      Chapter 11 Petition filed March 26, 2018
         See http://bankrupt.com/misc/ctb18-30462.pdf
         Filed Pro Se

In re Capital City Runners LLC
   Bankr. N.D. Fla. Case No. 18-40156
      Chapter 11 Petition filed March 26, 2018
         See http://bankrupt.com/misc/flnb18-40156.pdf
         represented by: Robert C. Bruner, Esq.
                         BRUNER WRIGHT, P.A.                       
  E-mail: rbruner@brunerwright.com

In re TNT C&P Investments, LLC
   Bankr. S.D. Fla. Case No. 18-13496
      Chapter 11 Petition filed March 26, 2018
         See http://bankrupt.com/misc/flsb18-13496.pdf
         represented by: Chad T. Van Horn, Esq.
                         VAN HORN LAW GROUP, P.A.                  
       E-mail: Chad@cvhlawgroup.com

In re PRINTXPRESS, INC.
   Bankr. E.D. Mich. Case No. 18-44196
      Chapter 11 Petition filed March 26, 2018
         See http://bankrupt.com/misc/mieb18-44196.pdf
         represented by: Robert N. Bassel, Esq.
                         E-mail: bbassel@gmail.com

In re Roseann L. Ventura
   Bankr. D.N.J. Case No. 18-15852
      Chapter 11 Petition filed March 26, 2018
         Filed Pro Se

In re Richard O. Doron and Lauren K. Doron
   Bankr. D.N.J. Case No. 18-15864
      Chapter 11 Petition filed March 26, 2018
         represented by: David A. Kasen, Esq.
                         KASEN & KASEN
                         E-mail: dkasen@kasenlaw.com

In re Barbour Estates, LLC
   Bankr. D.N.J. Case No. 18-15872
      Chapter 11 Petition filed March 26, 2018
         See http://bankrupt.com/misc/njb18-15872.pdf
         Filed Pro Se

In re Eugene Harrington
   Bankr. E.D.N.Y. Case No. 18-41635
      Chapter 11 Petition filed March 26, 2018
         Filed Pro Se

In re Lacos, Inc.
   Bankr. E.D.N.Y. Case No. 18-72000
      Chapter 11 Petition filed March 26, 2018
         See http://bankrupt.com/misc/nyeb18-72000.pdf
         represented by: Michael J. Macco, Esq.
                         MACCO & STERN LLP
                         E-mail: csmith@maccosternlaw.com

In re Old Town Insurance & Finincial Services, Inc.
   Bankr. E.D. Va. Case No. 18-11046
      Chapter 11 Petition filed March 26, 2018
         See http://bankrupt.com/misc/vaeb18-11046.pdf
         Filed Pro Se

In re The Next Step, LLC
   Bankr. M.D. Fla. Case No. 18-01686
      Chapter 11 Petition filed March 27, 2018
         See http://bankrupt.com/misc/flmb18-01686.pdf
         represented by: Jeffrey Ainsworth, Esq.
                         BRANSONLAW PLLC
                         E-mail: jeff@bransonlaw.com

In re Diagnostic Center for Disease, LLC
   Bankr. M.D. Fla. Case No. 18-02331
      Chapter 11 Petition filed March 27, 2018
         See http://bankrupt.com/misc/flmb18-02331.pdf
         represented by: Timothy W. Gensmer, Esq.
                         TIMOTHY W GENSMER, PA
                         E-mail: timgensmer@aol.com

In re Quantum Surgical Management, LLC
   Bankr. M.D. Fla. Case No. 18-02332
      Chapter 11 Petition filed March 27, 2018
         See http://bankrupt.com/misc/flmb18-02332.pdf
         represented by: Timothy W. Gensmer, Esq.
                         TIMOTHY W GENSMER, PA
                         E-mail: timgensmer@aol.com

In re Green Dreams Landscape Management, Inc.
   Bankr. M.D.N.C. Case No. 18-80230
      Chapter 11 Petition filed March 27, 2018
         See http://bankrupt.com/misc/ncmb18-80230.pdf
         represented by: Samantha K. Brumbaugh, Esq.
                         IVEY, MCCLELLAN, GATTON & SIEGMUND, LLP
                         E-mail: skb@iveymcclellan.com

In re Khadija Awadallah
   Bankr. D.N.J. Case No. 18-15983
      Chapter 11 Petition filed March 27, 2018
         represented by: Noah M Burstein, Esq.
                         E-mail: bursteinlawyer@aol.com

In re Baha Lounge Corp
   Bankr. E.D.N.Y. Case No. 18-41665
      Chapter 11 Petition filed March 27, 2018
         See http://bankrupt.com/misc/nyeb18-41665.pdf
         represented by: Richard S. Feinsilver, Esq.
                         E-mail: feinlawny@yahoo.com

In re Caribel USA Alloys, LLC
   Bankr. W.D. Tex. Case No. 18-30512
      Chapter 11 Petition filed March 27, 2018
         See http://bankrupt.com/misc/txwb18-30512.pdf
         represented by: E. P. Bud Kirk, Esq.
                         E-mail: budkirk@aol.com

In re Bart Hernandez
   Bankr. C.D. Cal. Case No. 18-10442
      Chapter 11 Petition filed March 28, 2018
         represented by: John K. Rounds, Esq.
                         ROUNDS & SUTTER, LLP
                         E-mail: jrounds@rslawllp.com

In re Vernon Ascot Properties, LLC
   Bankr. C.D. Cal. Case No. 18-10785
      Chapter 11 Petition filed March 28, 2018
         See http://bankrupt.com/misc/cacb18-10785.pdf
         represented by: Matthew Abbasi, Esq.
                         ABBASI LAW CORPORATION
                         E-mail: matthew@malawgroup.com

In re David James Altman
   Bankr. C.D. Cal. Case No. 18-13457
      Chapter 11 Petition filed March 28, 2018
         represented by: Jeffrey I. Golden, Esq.
                         Weiland Golden Goodrich LLP
                         E-mail: jgolden@wgllp.com

In re Jamie L Occhionero
   Bankr. M.D. Fla. Case No. 18-02395
      Chapter 11 Petition filed March 28, 2018
         represented by: Buddy D. Ford, Esq.
                         BUDDY D. FORD, P.A.
                         E-mail: Buddy@TampaEsq.com

In re New Dawn Church, Inc.
   Bankr. M.D. Fla. Case No. 18-02440
      Chapter 11 Petition filed March 28, 2018
         See http://bankrupt.com/misc/flmb18-02440.pdf
         represented by: Frank Ribel, Jr., Esq.
                         E-mail: frankribeljrlawyer@embarqmail.com

In re Herald of Harvest Ministries Apostolic Faith, Inc. d/b/a
Gospel Light Apostolic Church
   Bankr. S.D. Fla. Case No. 18-13628
      Chapter 11 Petition filed March 28, 2018
         See http://bankrupt.com/misc/flsb18-13628.pdf
         represented by: Paul N. Contessa, Esq.
                         PAUL N. CONTESSA & ASSOCIATES, LLC        
                 E-mail: contessalaw@gmail.com

In re Richard Shaub
   Bankr. D. Md. Case No. 18-14052
      Chapter 11 Petition filed March 28, 2018
         represented by: Richard B. Rosenblatt, Esq.
                         THE LAW OFFICES OF RICHARD B. ROSENBLATT
                         E-mail: rosenblattbankruptcy@gmail.com

In re Lisa Yvette Washington
   Bankr. E.D. Mich. Case No. 18-44383
      Chapter 11 Petition filed March 28, 2018
         represented by: Matthew W. Frank, Esq.
                         E-mail: frankandfrankpllc@gmail.com

In re Mezcal Dos Rest Corp.
   Bankr. E.D.N.Y. Case No. 18-41685
      Chapter 11 Petition filed March 28, 2018
         See http://bankrupt.com/misc/nyeb18-41685.pdf
         represented by: Michael L. Previto, Esq.
                         E-mail: mchprev@aol.com

In re Alla Shalomova
   Bankr. E.D.N.Y. Case No. 18-41707
      Chapter 11 Petition filed March 28, 2018
         represented by: Alla Kachan, Esq.
                         LAW OFFICES OF ALLA KACHAN, P.C.
                         E-mail: alla@kachanlaw.com

In re Andres Melendez Dedos and Gayle Auger
   Bankr. D.P.R. Case No. 18-01704
      Chapter 11 Petition filed March 28, 2018
         represented by: Wanda I Luna Martinez, Esq.
                         E-mail: quiebra@gmail.com


                            *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

TCR subscribers have free access to our on-line news archive.
Point your Web browser to http://TCRresources.bankrupt.com/and use
the e-mail address to which your TCR is delivered to login.

                            *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.  
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog,
Meriam Fernandez, Joel Anthony G. Lopez, Cecil R. Villacampa,
Sheryl Joy P. Olano, Psyche A. Castillon, Ivy B. Magdadaro, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman, Editors.

Copyright 2018.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $975 for 6 months delivered via
e-mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Peter A.
Chapman at 215-945-7000.

                   *** End of Transmission ***