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

              Wednesday, May 9, 2018, Vol. 22, No. 128

                            Headlines

ALLY FINANCIAL: DBRS Confirms 'BB' Subordinated Debt Rating
ALPHA INVESTMENT: PLS CPA Raises Going Concern Doubt
ALPHA MEDIA: S&P Lowers CCR to 'CCC+', On CreditWatch Negative
AMERICAN TELECONFERENCING: Moody's Cuts CFR to B3, Outlook Neg.
AUTIKINITON US: Moody's Assigns B2 CFR, Outlook Stable

BARRENO ENTERPRISES: Taps David Johnston as Bankruptcy Attorney
BEAR AND CUB: Taps Freeburg Law Firm as Legal Counsel
BEVERAGES & MORE: Moody's Cuts Rating to Caa1 over Biz Model
BEVERLY HILLS: Taps K S M & Co. as Accountant
BIOSCRIP INC: Stockholders Elect Six Directors

CAFE TIRAMISU: Taps C. Alex Naegele as Special Tax Counsel
CALMARE THERAPEUTICS: Settles Securities Claims with Lewis Group
CAREERBUILDER LLC: S&P Puts 'B' Sec. Debt Rating on Watch Positive
CHESAPEAKE ENERGY: Posts $294 Million Net Income in First Quarter
CONCORDIA INTERNATIONAL: S&P Lowers Secured Debt Rating to 'CC'

DAYTON SUPERIOR: Fitch Cuts IDR to 'CCC' over Rise in Costs
DEAN FOOD: Moody's Cuts CFR to B2, Sees Weaker Liquidity
DELIVER BUYER: Moody's Affirms B2 CFR, Cites Small Customer Base
DOLPHIN ENTERTAINMENT: BDO USA, LLP Casts Going Concern Doubt
ENOVA INTERNATIONAL: Moody's Hikes CFR & Sr. Unsec. Ratings to B3

ENVISION HEALTHCARE: Moody's Hikes Senior Sec. Term Loan to Ba2
FIRSTCASH INC: Moody's Hikes Sr. Unsecured & Corp. Ratings to Ba2
FLEX ACQUISITION: Moody's to Review B2 CFR, Mulls Downgrade
FYBOMAX INC: Case Summary & 20 Largest Unsecured Creditors
GAINESVILLE HOSPITAL: Moody's Keeps Issuer & GOLT Ratings at Ba2

GIDEON GROVE: Taps Weinstein & St. Germain as Legal Counsel
GMS INC: S&P Affirms 'BB-' Corporate Credit Rating, Outlook Stable
GOGO INC: Moody's Cuts Rating to Caa1 on Deteriorating Liquidity
GREATBATCH LTD: Moody's Mulls Ratings Hike on Debt Repayment
GREEN MEADOW: Involuntary Chapter 11 Case Summary

GREEN PLAINS: S&P Puts 'B' Corp Rating on CreditWatch Positive
H.R.P. II: Taps Shaw Fishman as Legal Counsel
HEARTHSIDE GROUP: S&P Affirms 'B' CCR & Alters Outlook to Negative
HIGH RIDGE BRANDS: Moody's Junks Corp. Rating to Caa2
ICONIX BRAND: Posts $32.7 Million Net Income in First Quarter

IHEART COMMUNICATIONS: CCOH Recognizes $855.6M Loss on Note Due
INTERNATIONAL STEM CELL: Mayer Hoffman Raises Going Concern Doubt
JAGUAR HEALTH: BDO USA, LLP Raises Going Concern Doubt
JONES ENERGY: Incurs $29 Million Net Loss in First Quarter
JWCCC LLC: Case Summary & 20 Largest Unsecured Creditors

K & T DYSON: Taps John Gordon as Bankruptcy Attorney
KAFKA CONSTRUCTION: Voluntary Chapter 11 Case Summary
KEANE GROUP: Moody's Assigns B2 CFR, Outlook Positive
KELSO TECHNOLOGIES: Smythe LLP Casts Going Concern Doubt
LEADVILLE CORP: Trustee Taps Wadsworth Warner as Legal Counsel

LIFESCAN GLOBAL: Moody's Assigns B2 Corporate Family Rating
MAINEGENERAL HEALTH: Fitch Affirms 'BB' Issuer Default Rating
MEADOW LANDS: Involuntary Chapter 11 Case Summary
MESOBLAST LIMITED: Featured at Vatican Int'l Healthcare Conference
MICROCHIP TECHNOLOGY: Moody's Assigns Ba1 Corp. Rating

NMI HOLDINGS: Moody's Assigns 'Ba3' Rating on $150MM Term Loan B
OFFSHORE SPECIALTY: Selling Non-Barge Assets for $650K
ORION HEALTHCORP: MTBC Enters Into Asset Purchase Agreement
PATRIOT NATIONAL: Bankruptcy Court Approves Reorganization Plan
PEANUT CO: Taps Patton Knipp, Mann Conroy as Legal Counsel

PENINSULA AIRWAYS: Renewing Aircraft Lease Deal with MG Alaska
PIONEER ENERGY: Incurs $11.1 Million Net Loss in First Quarter
PME MORTGAGE: Plan Outline Okayed, Plan Hearing on June 28
PONTIAC, MI: Moody's Hikes Issuer Rating to B2
QUANTUM WELLNESS: Taps Bernard Banahan as Tax Consultant

R.C.A. RUBBER: BSH Buying All Property for $750K
R.O. MANSE 1708: Taps Porter Hedges as Legal Counsel
RELIANCE INTERMEDIATE: DBRS Confirms 'BB' Issuer Rating
REMINGTON OUTDOOR: S&P Withdraws 'D' Corporate Credit Rating
RESOLUTE ENERGY: Fitch Affirms IDR at 'B-', Outlook Stable

RMH FRANCHISE: Voluntary Chapter 11 Case Summary
RONCO HOLDINGS: Taps Kell C. Mercer as Legal Counsel
ROSEGARDEN HEALTH: Taps Green & Sklarz as Local Counsel
ROSEGARDEN HEALTH: Taps White and Williams as Lead Counsel
SEAHAWK HOLDINGS: Moody's Cuts Corp. Rating to B3

SECURUS HOLDINGS: S&P Alters Outlook to Negative & Affirms 'B' CCR
SIWF HOLDINGS: Moody's Assigns B2 CFR, Outlook Stable
SOLENIS INTERNATIONAL: S&P Alters Outlook to Neg. & Affirms B- CCR
TARA RETAIL: Unsecureds to be Paid Up to 29% in COMM 2013 Plan
TEMPUS AIRCRAFT: Taps Wadsworth Warner as Legal Counsel

TLA TANNING: Settlement Agreement with RT2 Disclosed in New Plan
TRUESPEC ENERGY: Case Summary & 20 Largest Unsecured Creditors
TWINLAB CONSOLIDATED: Tanner LLC Raises Going Concern Doubt
TWO BAR O COUNTRY: Taps PICOR as Real Estate Broker
UNIMIN CORP: S&P Assigns 'BB' Corp Credit Rating on Merger Deal

UNIMIN CORPORATION: Moody's Assigns Ba3 CFR, Outlook Stable
USELL.COM: Marcum LLP Raises Going Concern Doubt
WORLD GLOBAL: Case Summary & 20 Largest Unsecured Creditors
[*] McKool Smith Recognized as Leader in Bankruptcy/Restructuring
[*] Polsinelli Releases Distress Indices for First Quarter of 2018


                            *********

ALLY FINANCIAL: DBRS Confirms 'BB' Subordinated Debt Rating
-----------------------------------------------------------
DBRS, Inc. confirmed the ratings of Ally Financial, Inc., including
the Company's Long-Term Senior Debt of BBB (low), Subordinated Debt
of BB (high), Short-Term Instruments of R-3 and Support Assessment
of SA3. At the same time, DBRS assigned to Ally a Long-Term Issuer
Rating of BBB (low) and a Short-Term Issuer Rating of R-3. The
trend on all ratings is Stable.

KEY RATING CONSIDERATIONS

The Company's ratings consider Ally's strong operating franchise,
including its top-tier position in the U.S. auto finance space
along with its leading direct banking franchise. The ratings also
consider Ally's sound risk profile, which continues to reflect a
measured shift to a wider credit spectrum, and its solid core
earnings generation capacity that is underpinned by a risk-based
pricing strategy and growing lower cost deposit base. Finally,
Ally's capital position remains acceptable, especially given its
sound risk profile and solid earnings generation.

The Stable trend reflects DBRS's expectations that Ally's near-term
credit fundamentals will remain solid, notwithstanding several
headwinds, including the higher interest rate environment, the
maturing credit cycle and decreasing used vehicle values.

RATING DRIVERS

Sustained earnings growth, driven by continuing improvement in the
Company's funding profile, including a higher proportion of deposit
funding, could have positive rating implications. Meanwhile, a
weakening of the Company's franchise, due to outsized growth in its
corporate finance business, or a significant widening of the auto
finance business's credit risk spectrum, could have negative rating
implications. Additionally, a material deterioration in the
Company's credit quality or residual value risk, could have
negative rating implications.

RATING RATIONALE

Ally has a long history of providing financial services to
consumers and dealers for the purchase of vehicles. Its strong
franchise is underpinned by its top-tier position within the
automobile financing space, reflecting robust scale, strong
industry expertise and a broad menu of auto finance products and
services. The Company's franchise is also underpinned by its
leading direct bank, Ally Bank, which provides a substantial
component of lower cost deposits to its funding profile, which is a
competitive advantage in the auto finance space. Positively, the
Company's recently introduced products should benefit deposit
retention.

Despite several challenges, including the rising interest rate
environment, the maturing credit cycle and the contracting GM lease
portfolio, Ally's earnings generation capacity remains solid,
providing a healthy cushion for absorbing unexpected charges and
higher credit costs. DBRS notes that, while the contraction in the
GM lease portfolio has resulted in lower lease related revenue, it
also reduces residual value risk in a period of declining used
vehicle values, which DBRS views as a positive for the Company's
risk profile. Underpinning its good earnings power are Ally's solid
level of loan originations, its continuing strategy of risk-based
pricing, its well-managed expense base, and its growing component
of lower cost deposit funding.

Ally's risk profile remains sound, despite the Company's measured
transition to a wider credit risk spectrum for its auto loan
originations. Importantly, most of Ally's focus within the
non-prime space has been in the upper-tier of non-prime borrowers.
Specifically, Company-wide net charge-offs (NCOs) for 1Q18,
represented a manageable 0.84% of total receivables, down slightly
from 0.86% for 1Q17. Meanwhile, retail auto loan NCOs contracted to
1.47%, from 1.54% a year ago, and were in-line with the Company's
2018 expectations of between 1.4% and 1.6%. Finally, non-performing
loans remain manageable at 0.69% of total loans at the end of
1Q18.

Ally's funding profile reflects a growing component of lower cost
deposits, which benefits earnings. At March 31, 2018 deposits
totaled $97.4 billion, or 62% of total liabilities, up from $79
billion, or 52% at YE16. Meanwhile, available liquidity remains
sound at $17.7 billion, which more than adequately covers long-term
debt maturities for 2018. Finally, the Company's capital position
remains acceptable, reflecting a Basel III fully phased-in common
equity Tier 1 ratio of 9.2%.

Notes: All figures are in U.S. dollars unless otherwise noted.


ALPHA INVESTMENT: PLS CPA Raises Going Concern Doubt
----------------------------------------------------
Alpha Investment Inc. filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K, disclosing a net loss of
$584,932 on $48,646 of total income for the fiscal year ended
December 31, 2017, compared to a net loss of $19,309 on $nil of
total income for the year ended in 2016.

The audit report PLS CPA in San Diego, Calif., states that the
Company's losses from operations raise substantial doubt about its
ability to continue as a going concern.

The Company's balance sheet at December 31, 2017, showed total
assets of $3,474,554, total liabilities of $51,734, redeemable
common stock of $1,575,281, series 2018 convertible preferred stock
of $15,656, and a total stockholders' equity of $1,831,883.

A copy of the Form 10-K is available at:
                              
                       https://is.gd/iEEzCV

                     About Alpha Investment Inc.

Alpha Investment Inc. focuses on real estate and other commercial
lending activities.  The company was formerly known as GoGo Baby,
Inc., and changed its name to Alpha Investment Inc. in April 2017
to reflect its new business plan.  Alpha Investment Inc. was
incorporated in 2013 and is based in Columbus, Ohio.  As of March
17, 2017, Alpha Investment Inc. operates as a subsidiary of Omega
Commercial Finance Corp.


ALPHA MEDIA: S&P Lowers CCR to 'CCC+', On CreditWatch Negative
--------------------------------------------------------------
U.S. radio broadcaster Alpha Media LLC failed to file its audited
2017 financials by the April 30, 2018 deadline. The failure to file
its financials is an event of default under its credit agreement
and there is no grace period to cure the default. The company's
lenders are not currently enforcing their rights to accelerate the
debt maturity, given the event of default.

S&P Global Ratings lowered its corporate credit rating on Portland,
Ore.-based radio broadcaster Alpha Media LLC to 'CCC+' from 'B-'.
S&P said, "We also lowered our issue-level rating on the company's
$285 million senior secured first-lien credit facility to 'B-' from
'B' to reflect the lower corporate credit rating. At the same time,
we placed all of these ratings on CreditWatch with negative
implications."

S&P said, "Our '2' recovery rating on the senior secured debt
remains unchanged and indicates our expectation for substantial
recovery (70%-90%; rounded estimate: 85%) of principal for lenders
in the event of default.

"We don't rate Alpha Media's privately placed $65 million senior
secured second-lien notes and $55 million payment-in-kind (PIK)
holding company notes. However, we include the debt in our debt
leverage calculations.

"The downgrade reflects our expectation that, while we believe the
company will likely secure amendments to both its first-lien and
second-lien senior secured credit agreements to waive all events of
default, we expect that the amendments will increase the company's
interest expense and further limit its ability to generate
sufficient cash flow to reduce leverage. We believe the company's
capital structure is unsustainable as Alpha Media's adjusted
leverage was 7.2x as of Sept. 30, 2017, which is very high for a
terrestrial radio broadcaster because the industry is in secular
decline. We expect the company will reduce its first-lien leverage
over the next few years as a result of its high mandatory
amortization payments, but total leverage will decrease by less and
less as the PIK interest on the holding company notes compounds and
radio broadcasting revenue remains pressured.

"Additionally, we expect Alpha's free operating cash flow (FOCF) to
be only slightly higher than required amortization, with minimal
excess cash flow and very tight liquidity. The inability to reduce
total leverage through cash flow and EBITDA growth exposes the
company to significant refinancing risk over the remaining life of
its senior secured term loan due in early 2022.

"We expect to resolve the CreditWatch listing when we receive more
information on Alpha's negotiations with its lenders or when an
amendment has been executed that waives all existing events of
default and provides additional headroom with its financial
maintenance covenant.

"In the event that we become less confident that lenders would be
willing to provide Alpha with covenant relief through an amendment,
or if we see heightened risk that the debt could be accelerated, we
could lower the rating by multiple notches. This could occur if we
do not receive any updates on the negotiations in the next few
weeks or if an amendment is not executed in the next 1-2 months. We
believe any further delays in the negotiations would indicate that
there is a material risk of an agreement not being reached.

"If Alpha is able to successfully negotiate an amendment that
waives all existing events of default, and provides sufficient
headroom with its financial maintenance covenants, we could revise
the outlook to stable. Alternatively, if we believe that the
amendment does not provide sufficient headroom with its covenants,
or if the costs of an amendment lead to an expectation that another
event of default is likely within the next 12 months, we could
lower the corporate credit rating."


AMERICAN TELECONFERENCING: Moody's Cuts CFR to B3, Outlook Neg.
---------------------------------------------------------------
Moody's Investors Service downgraded American Teleconferencing
Services, Ltd.'s ("ATS") Corporate Family Rating (CFR) to B3, from
B2, its Probability of Default Rating to B3-PD, from B2-PD, and the
rating for its first lien credit facilities to B2, from B1. The
ratings outlook is negative. ATS is a wholly-owned subsidiary of
Premiere Global Services, Inc. ("PGi"), which is owned by
affiliates of Siris Capital Group, LLC.

RATINGS RATIONALE

The downgrade of the ratings reflects Moody's view that PGi's
liquidity will weaken over the next 12 months. The company's
elevated debt levels, coupled with its weak free cash flow
generation, have eroded its financial flexibility while it is in
the midst of managing the transition of the business from legacy
audio conferencing services to the next generation collaboration
services. Although significant cost reductions have mitigated the
impact of steep and sustained revenue declines, delays in rolling
out a competitive Unified Communications as a Service (UCaaS) have
hampered PGi's plans to offset revenue declines in the legacy audio
conferencing services. Moody's expects that cost reductions and
declining restructuring costs will drive modest annual growth in
PGi's operating cash flow in 2018. However, PGi will have nominal
availability under its revolving credit facility and its
prospective ability to comply with the leverage covenant in its
first lien credit facility is uncertain over the next 12 months.
PGi has indicated that it expects to sell certain assets that will
alleviate pressure on liquidity in the near term. While the
divestitures, if consummated, will temporarily improve liquidity,
the negative outlook reflects PGi's elevated execution risks and
reliance on the timely launch and a successful adoption of new
products in the second half of 2018 to drive growth in
profitability.

The B3 CFR reflects the intensely competitive audio conferencing
and collaboration services markets and PGi's declining revenues.
PGi's execution risk in replacing declining audio conferencing
revenues with new products, while implementing significant cost
savings, is high. Moody's expects operating cash flow to fall short
of covering anticipated capital expenditures and mandatory
repayment of term loans over the next 12 to 18 months, increasing
reliance on alternative sources of funding. Moody's expects total
debt to EBITDA to remain high near 6x (Moody's adjusted) and free
cash flow of about 1% to 2% of adjusted debt over this period. The
rating incorporates the sponsors' aggressive shareholder-friendly
policies despite PGi's business challenges and uncertainties.

Moody's could downgrade ATS's ratings if the company is unable to
substantially improve its weak liquidity position over the next few
quarters, cash flow from operations is expected to decline in 2018
over prior year levels, or Moody's believes that PGi's plans to
improve profitability are unlikely to materialize over the next 12
to 18 months. Given PGi's challenges, a ratings upgrade is not
expected in the near term. Moody's could upgrade ATS's rating over
time if the company establishes a track record of sustained
earnings growth and conservative financial policies and Moody's
expects free cash flow to increase to about 10% of adjusted debt on
a sustained basis.

Downgrades:

Issuer: American Teleconferencing Services, Ltd.

Corporate Family Rating, Downgraded to B3 from B2

Probability of Default Rating, Downgraded to B3-PD from B2-PD

Senior Secured Bank Credit Facility, Downgraded to B2 (LGD3) from
B1 (LGD3)

Outlook Actions:

Issuer: American Teleconferencing Services, Ltd.

Outlook, Remains Negative

Premiere Global Services, Inc. provides audio conferencing, web and
video collaboration services.

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


AUTIKINITON US: Moody's Assigns B2 CFR, Outlook Stable
------------------------------------------------------
Moody's Investors Service assigned ratings to Autokiniton US
Holdings, Inc. ("L&W") including a Corporate Family Rating ("CFR")
and a Probability of Default Rating at B2 and B2-PD, respectively.
In a related action Moody's assigned a B2 rating to L&W's senior
secured term loan. The rating outlook is stable.

The new term loan along with equity from affiliates of KPS Capital
Partners, L.P. (KPS) will be used to purchase L&W Group, Inc. in a
transaction valued at $718 million (including transaction costs).

Ratings Assigned:

Autokiniton US Holdings, Inc.

Corporate Family Rating, B2;

Probability of Default, B2-PD;

$450 million first lien senior secured term loan B facility, B2
(LGD4).

Rating Outlook: Stable.

RATINGS RATIONALE

L&W's B2 Corporate Family Rating incorporates the company's modest
scale, high customer and North American regional concentrations,
balanced by moderate leverage and strong product placement on
CUVs/SUVs/Light trucks. L&W maintains a modest revenue base within
the automotive parts industry with revenues well under $1 billion.
In addition, L&W's revenues are highly concentrated with its top
three customers representing about 83% of revenues in 2017. This
combination of scale and revenue concentration potentially subjects
the company's performance to large swings based on a narrow number
of platforms and regional economies. Partially mitigating this risk
is L&W's moderate pro forma 2017 debt/EBITDA, estimated at 4.5x
(inclusive of Moody's standard adjustments, and before certain
management adjustments). This leverage is supported by the equity
contribution from affiliates of KPS. Further supporting the ratings
is L&W's product platform mix of CUV/SUV/light truck vehicles which
represents about 70% of revenues. Consumer preferences of these
platforms have shifted to about 60% of automotive demand in North
America.

The stable rating outlook reflects Moody's expectation that L&W's
revenues and margins will be supported by an ongoing shift in
consumer preferences to larger vehicles which should mitigate
plateauing overall automotive demand in North America.

L&W is anticipated to have an adequate liquidity profile supported
by availability under a $75 million asset based revolving credit
facility (ABL), and expected free cash flow generation in the range
of $45 million. Pro forma for the transaction, L&W is estimated to
have nominal amounts of cash on hand. The ABL, which matures in
2023, expected to be unfunded at closing. Free cash flow generation
over the next 12-15 months is anticipated to be the 10% range as a
percentage of funded debt, as such, the ABL should remain unfunded
during this time frame. The financial maintenance covenant for the
ABL is expected to be a springing fixed charge covenant of 1.0 to 1
when availability falls below the greater of $5 million or 10% of
the facility commitment. This test is not expected to trigger over
the next 12-18 months. The term loan will not have financial
maintenance covenants.

L&W's ratings could be upgraded if the company demonstrates debt
reduction with Debt/EBITDA sustained below 3.5x and EBITA/Interest
approaching 3.0x.

L&W's ratings could be downgraded if conditions in the North
American automotive industry deteriorate, or if the company
undertakes debt funded acquisition or large shareholder returns.
Lower ratings could arise if Debt/ EBITDA is expected to exceed
5.5x or EBITA/interest expense is expected to be maintained under
1.5x. A deteriorating liquidity profile could also drive a negative
ratings action.

The principal methodology used in these ratings was Global
Automotive Supplier Industry published in June 2016.

Autokiniton US Holdings, Inc., headquartered in New Boston,
Michigan, is a Tier 1 supplier to the automotive of specialized
metal stampings, welded assemblies, and hot stampings. Revenue in
2017 was $787 million.


BARRENO ENTERPRISES: Taps David Johnston as Bankruptcy Attorney
---------------------------------------------------------------
Barreno Enterprises, LLC, received approval from the U.S.
Bankruptcy Court for the Eastern District of California to hire
David Johnston, Esq., as its attorney.

Mr. Johnston will advise the Debtor regarding its duties under the
Bankruptcy Code; assist in any potential sale of its assets;
prepare a plan of reorganization; and provide other legal services
related to its Chapter 11 case.

The attorney will charge an hourly fee of $360 for his services.  

Prior to the petition date, Albert Barreno, the Debtor's managing
member, paid the attorney a retainer of $5,000, plus $1,717 for the
filing fee.

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

Mr. Johnston maintains an office at:

     David C. Johnston, Esq.
     1600 G Street, Suite 102
     Modesto, CA 95354
     Tel: (209) 579-1150
     Fax: (209) 579-9420

                  About Barreno Enterprises LLC

Barreno Enterprises, LLC sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. E.D. Cal. Case No. 18-90196) on March 26,
2018.  In the petition signed by Albert R. Barreno, managing
member, the Debtor estimated assets of less than $500,000 and
liabilities of less than $500,000.  Judge Ronald H. Sargis presides
over the case.


BEAR AND CUB: Taps Freeburg Law Firm as Legal Counsel
-----------------------------------------------------
Bear and Cub, Inc., seeks approval from the U.S. Bankruptcy Court
for the Northern District of Ohio to hire Freeburg Law Firm L.P.A.
as its legal counsel.

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

Antoinette Freeburg, Esq., the attorney who will be handling the
case, will charge an hourly fee of $250.  Her firm received a
retainer in the sum of $1,283 from the Debtor.

Freeburg Law Firm does not hold or represent any interests adverse
to the Debtor's estate, according to court filings.

The firm can be reached through:

     Antoinette E. Freeburg, Esq.
     Freeburg Law Firm L.P.A.
     6690 Beta Dr., Suite 214
     Mayfield Village, OH 44143
     Phone: (440) 421-9181
     Email: toni@freeburglaw.com

                      About Bear and Cub Inc.

Bear and Cub, Inc. sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. N.D. Ohio Case No. 18-12073) on April 8,
2018.  In the petition signed by Brandon Selvaggio, president, the
Debtor estimated assets of less than $500,000 and liabilities of
less than $500,000.  Judge Jessica E. Price Smith presides over the
case.


BEVERAGES & MORE: Moody's Cuts Rating to Caa1 over Biz Model
------------------------------------------------------------
Moody's Investors Service downgraded its ratings for Beverages &
More, Inc. ("BevMo"), including the company's Corporate Family
Rating (CFR) to Caa1 from B3, Probability of Default Rating to
Caa1-PD from B3-PD, and the senior secured notes rating to Caa2
from Caa1. The ratings outlook is negative.

"The rating actions broadly reflect increased promotional activity
by grocery stores, club stores and online retailers, which we
expect will persist and contribute to a weakened liquidity profile
for BevMo," according to Raya Sokolyanska, Moody's Vice President
and lead analyst for the company. "We now believe that growing
competitive pressure will offset the majority of savings from the
implementation of BevMo's self-distribution model, resulting in
only modest earnings improvement, breakeven to slightly negative
free cash flow, and constrained revolver availability over the next
12-24 months," added Sokolyanska.

Moody's took the following rating actions for Beverages & More,
Inc.:

  - Corporate Family Rating, downgraded to Caa1 from B3

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

  - $190 million senior secured notes due 2022, downgraded to Caa2
(LGD4) from Caa1 (LGD4)

  - Outlook, Changed to Negative from Stable

RATINGS RATIONALE

The Caa1 CFR reflects BevMo's weakened liquidity profile, including
Moody's expectations for constrained revolver availability and
roughly breakeven free cash flow despite significant CapEx
reduction. The rating also incorporates the company's high
leverage, weak interest coverage, small size and concentrated
geographic footprint. Rising competition from grocery stores,
online retailers and club stores such as Costco has resulted in
revenue and EBITDA underperformance relative to both budget and
Moody's expectations in the second half of 2017. In addition,
revolver borrowings in 3Q and 4Q 2017 were higher than expected due
to use of cash for working capital. As a result of these factors,
Moody's-adjusted debt/EBITDA was 6.3 times at the end of 2017 (7.8
times based on funded debt and management-adjusted EBITDA), and
EBITA/interest expense was only 0.8 times.

At the same time, BevMo's credit profile benefits from the
recession-resistant nature of off-premise alcohol demand, low risk
of product obsolescence or changing consumer preferences, and the
company's established position in its core California market.
Additionally, the company's rollout of a self-distribution model
has the potential to significantly benefit gross profit, as cost
savings from bulk purchases are realized. However, Moody's expects
these savings to be largely offset by margin pressure from
heightened competition and the company's adoption of a hybrid
everyday low price model in order to regain market share.

The negative outlook reflects the risk of a liquidity shortfall
given the company's challenging operating environment, and in
particular reduced net availability on the asset-based revolver.

The ratings could be downgraded if overall liquidity deteriorates
further, or if revenue and earnings decline.

The ratings could be upgraded if the company improves its liquidity
profile, specifically by reducing its revolver reliance, and
demonstrates EBITDA and cash flow growth. Quantitatively, the
ratings could be upgraded if EBITA/interest expense is sustained
above 1 time.

The principal methodology used in these ratings was Retail
Industry, published in May 2018.

Beverages & More, Inc. ("BevMo") is an alcoholic beverage retailer
that operates 165 stores, including 144 in California, 10 in
Arizona, and 9 in Washington as of January 27, 2018. Revenues for
the twelve months ended January 27, 2018 were approximately $794
million. Private equity sponsor TowerBrook Capital Partners, L.P.
has controlled the company since the 2007 buyout.


BEVERLY HILLS: Taps K S M & Co. as Accountant
---------------------------------------------
Beverly Hills South Pacific Surgery Center, Inc., seeks approval
from the U.S. Bankruptcy Court for the Central District of
California to hire K S M & Co. as its accountant.

The firm will assist the Debtor in the preparation of its operating
reports and income tax returns and, if required, prepare supporting
financial documentation in connection with the formulation of a
plan of reorganization.

K S M will charge an hourly fee of $150 for its services.    

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

The firm can be reached through:

     Gregory Manankichian
     K S M & Co.
     210 N. Central Avenue, Suite 100
     Glendale, CA 91203
     Phone: (818) 244-6084

                      About Beverly Hills
                   South Pacific Surgery Center

Based in Beverly Hills, California, Beverly Hills South Pacific
Surgery Center, Inc. filed a Chapter 11 petition (Bankr. C.D. Cal.
Case No. 18-12857) on March 15, 2018, estimating under $1 million
in both assets and liabilities.  Peter T. Steinberg, Esq., at
Steinberg, Nutter & Brent is the Debtor's counsel.


BIOSCRIP INC: Stockholders Elect Six Directors
----------------------------------------------
Bioscrip, Inc. held its annual meeting of stockholders on May 3,
2018 at 1600 Broadway, Suite 700, Denver, Colorado 80202.  As of
the record date, there were a total of 127,691,457 shares of Common
Stock outstanding, 21,645 shares of Series A Preferred Stock
outstanding (representing 576,031 shares of Common Stock on an
as-converted basis) and 614,177 shares of Series C Preferred Stock
outstanding (representing 16,705,235 shares of Common Stock on an
as-converted basis) entitled to vote at the annual meeting. At the
annual meeting, 129,302,082 shares of Common Stock (inclusive of
the Series A and Series C Preferred Stock on an as-converted basis)
were represented in person or by proxy; therefore, a quorum was
present.

At the Annual Meeting, each of Daniel E. Greenleaf, Michael G.
Bronfein, David W. Golding, Michael Goldstein, Steven Neumann and
Carter R. Pate was elected as a director of the Company for a term
expiring at the Company's next annual meeting.

The stockholders also: (a) ratified the appointment of KPMG LLP as
the Company's independent registered public accounting firm for the
fiscal year ending Dec. 31, 2018; (b) approved the BioScrip, Inc.
2018 Equity Incentive Plan; (c) approved an amendment to the
BioScrip, Inc. Employee Stock; and (d) approved on an advisory
basis the compensation of the Company's named executive officers.

                      About BioScrip, Inc.

Headquartered in Denver, Colo., BioScrip, Inc. --
http://www.bioscrip.com/-- is a national provider of infusion
solutions that partners with physicians, hospital systems, skilled
nursing facilities and healthcare payors to provide patients access
to post-acute care services.  The Company operates with a
commitment to bring customer-focused infusion therapy services into
the home or alternate-site setting.  By collaborating with the full
spectrum of healthcare professionals and the patient, the Company
aims to provide cost-effective care that is driven by clinical
excellence, customer service and values that promote positive
outcomes and an enhanced quality of life for those whom it serves.

BioScrip reported a net loss attributable to common stockholders of
$74.27 million for the year ended Dec. 31, 2017, compared to a net
loss attributable to common stockholders of $51.84 million for the
year ended Dec. 31, 2016.

As of Dec. 31, 2017, Bioscrip had $603.09 million in total assets,
$605.76 million in total liabilities, $2.82 million in Series A
convertible preferred stock, $79.25 million in Series C convertible
preferred stock and a total stockholders' deficit of $84.75
million.

                           *    *    *

Moody's Investors Service affirmed BioScrip, Inc.'s 'Caa2'
Corporate Family Rating.  BioScrip's Caa2 CFR reflects the
company's very high leverage and weak liquidity, as reported by the
TCR on Aug. 3, 2017.

In July 2017, S&P Global Ratings affirmed its 'CCC' corporate
credit rating on BioScrip Inc. and removed the rating from
CreditWatch, where it was placed with negative implications on Dec.
16, 2016.  The outlook is positive.  "The rating affirmation
reflects our view that, although BioScrip addressed its upcoming
maturities by refinancing its senior secured credit facilities and
improved its liquidity position, the company's credit measures will
remain weak in 2017 with debt leverage of about 14x (including our
treatment of preferred stock as debt) and funds from operations
(FFO) to debt in the low single digits.  We expect the company to
use about $15 million - $20 million of cash in 2017, inclusive of
cash charges associated with restructuring following the recently
announced United Healthcare contract termination."


CAFE TIRAMISU: Taps C. Alex Naegele as Special Tax Counsel
----------------------------------------------------------
Cafe Tiramisu, LLC, seeks approval from the U.S. Bankruptcy Court
for the Northern District of California to hire C. Alex Naegele, A
Professional Law Corporation, as special counsel.

The firm will provide legal services required to analyze, classify
and propose a Chapter 11 plan of reorganization related to the
taxing agencies.

C. Alex Naegele, Esq., the attorney who will be providing the
services, will charge $300 per hour while paralegals will charge
$50 per hour.  The Debtor has proposed to pay the firm a retainer
in the sum of $7,500.

Naegele does not hold any interests adverse to the Debtor or its
estate, according to court filings.

The firm can be reached through:

     Alex Naegele
     A Professional Law Corporation
     95 South Market Street, Suite 300
     San Jose, CA, 95113
     Tel: (408) 995-3224
     Fax: (408) 890-4645
     Email: alex@canlawcorp.com

                     About Cafe Tiramisu

Cafe Tiramisu, LLC, is a small business debtor as defined in 11
U.S.C. Section 101(51D).  It owns a restaurant serving Northern
Italian cuisine.  The Debtor sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. N.D. Cal. Case No. 17-30699) on July
20, 2017.  

In the petition signed by Giuseppe Spinoso, its president and CEO,
the Debtor estimated assets of less than $500,000 and liabilities
of $1 million to $10 million.  

Judge Hannah L. Blumenstiel presides over the case.  

The Debtor hired the Law Offices of James T. Cois as its legal
counsel, and Tarlson and Associates as its accountant.


CALMARE THERAPEUTICS: Settles Securities Claims with Lewis Group
----------------------------------------------------------------
Calmare Therapeutics Incorporated executed a settlement and release
agreement, dated April 13, 2018, with William Austin Lewis, IV,
Lewis Asset Management, Lewis Opportunity Fund, Lewis Defined
Pension Plan and Trust (the "Lewis Group") and Conrad Mir, Peter
Brennan, Rustin Howard and Carl O'Connell, each of whom is a member
of the board of directors of Calmare, and together with the Company
is referred to collectively as the "Calmare Group".  Pursuant to
the Settlement Agreement, each member of the Lewis Group and each
member of the Calmare Group granted a general release from all past
claims held against each of the members of the other group,
including claims related to outstanding promissory notes held by
the Lewis Group.  The Calmare Group and the Lewis Group agreed to
jointly seek dismissal, with prejudice, of all claims asserted in
the case pending in the United States District Court for the
Southern District of New York, Case No. 17-4297 (AJP/DLC), which
was approved by the court on May 3, 2018.

In exchange for the outstanding notes held by the Lewis Group,
Calmare agreed to issue a new note for a principal amount of
$2,910,090, and subject to an interest rate of 18% per annum, to
the Lewis Group.  Payments under the Note will begin Feb. 1, 2019,
with the final payment due by the Company on Feb. 1, 2023.  All
amounts due under the Note may be prepaid in advance by the
Company.  As long as the Note remains outstanding, the Lewis Group
may convert all remaining outstanding principal and interest into
the common stock of the Company at a price per share of $0.20.  If
the Company sells any equity securities following the issuance of
the Note, the Company must use at least 7% of the net cash proceeds
received by the Company for the sale of equity securities to make
payments under the Note.  In connection with the Note, the Company
granted the Lewis Group a security interest, which is subordinate
to the security interest of another entity, in 104 devices
manufactured by Calmare.

Pursuant to the Settlement Agreement, Calmare issued a warrant,
dated April 24, 2018, to the Lewis Group for the purchase of
additional shares of common stock of the Company.  The Warrant is
convertible into 7,275,228 shares of common stock of the Registrant
at a price per share of $0.20.  The Warrant may be exercised in
full pursuant to a cashless exercise.  The term of the Warrant is
eight years.

Under the Settlement Agreement, the Lewis Group was granted the
right to have one non-voting board observer at all meetings of the
board of directors of the Company.  The Observer may attend all
board meetings so long as the Lewis Group owns Calmare's equity
securities.

Finally, the Lewis Group has agreed to not take any action that may
negatively impact any member of the Calmare Group, their
reputation, services, management or employees, domestically or
globally.

                    About Calmare Therapeutics

Calmare Therapeutics Incorporated, formerly known as Competitive
Technologies, Inc. -- http://www.calmaretherapeutics.com/--
is a medical device company developing and commercializing
innovative products and technologies for chronic neuropathic pain.
The Company's flagship medical device, the Calmare Pain Therapy
Device, is a non-invasive and non-addictive modality that can
treat chronic, neuropathic pain.


Mayer Hoffman McCann CPAs, issued a "going concern" opinion in its
report on the consolidated financial statements for the year ended
Dec. 31, 2016, noting that the Company has incurred operating
losses since fiscal year 2006 and has a working capital and
shareholders' deficit at Dec. 31, 2016.  These conditions raise
substantial doubt about the Company's ability to continue as a
going concern.

Calmare reported a net loss of $3.82 million for the year ended
Dec. 31, 2016, compared to a net loss of $3.67 million for the year
ended Dec. 31, 2015.  As of Dec. 31, 2016, Calmare had $3.88
million in total assets, $17.69 million in total liabilities, all
current, and a total shareholders' deficit of $13.81 million.


CAREERBUILDER LLC: S&P Puts 'B' Sec. Debt Rating on Watch Positive
------------------------------------------------------------------
S&P Global Ratings placed its 'B' issue-level rating on U.S.-based
human capital solutions provider CareerBuilder LLC's senior secured
first-lien credit facility on CreditWatch with positive
implications.  S&P's corporate credit rating remains unchanged.

The CreditWatch placement follows CareerBuilder LLC's announcement
that it has entered into a definitive agreement to sell its
Economic Modeling LLC (EMSI) business to Strada Education Network.
The company is seeking lender approval to use the proceeds to pay
shareholder dividends and repay credit facility debt. S&P expects
net proceeds from the sale will amount to about $130 million, which
along with balance sheet cash will be used to pay a $70 million
dividend and repay $70 million of the company's senior secured
first-lien term loan.

S&P said, "We believe the debt repayment would improve recovery
prospects for the company's remaining first-lien credit facility
debt in a default scenario; consequently we expect to revise our
recovery rating to '2' from '3' and raise our issue rating on the
company's first-lien credit facility by one notch to 'B+' following
the debt repayment. A '2' recovery rating would reflect our
expectation for substantial recovery (70%-90%) in a default
scenario.

"Pro forma for the debt repayment, we estimate adjusted leverage
(including one-time acquisition and restructuring costs) of 3.9x as
of Dec. 31, 2017. For the same period, the company has pro forma
cash totaling about $37 million on its balance sheet and full
availability under its revolving credit facility.

"Our 'B' corporate credit rating and stable outlook remain
unchanged. The stable outlook reflects our expectation that
CareerBuilder will experience low- to mid-single-digit percentage
revenue declines in 2018 due to continued competitive pressures in
its job advertising business, but growth in its employer services
business. Furthermore, we expect the company will maintain adequate
liquidity, and cost cuts and debt amortization will cause leverage
to decline to the 3x range over the next 12 months.

"We will resolve the CreditWatch placement on the first-lien credit
facility shortly after CareerBuilder completes the sale and repays
a portion of its outstanding term loan. If the company repays $70
million, the potential issue-level rating upgrade will likely be
limited to one notch (to 'B+' from 'B') and the recovery rating
revision will be limited to one category (to '2' from '3'). We will
reassess our recovery and issue-level rating on the credit facility
if the amount of debt repayment differs from the $70 million the
company indicated."

  RATINGS LIST

  CareerBuilder LLC
   Corporate Credit Rating        B/Stable

  CreditWatch Action
                                  To              From
  CareerBuilder LLC
   Senior Secured                 B/Watch Pos     B


CHESAPEAKE ENERGY: Posts $294 Million Net Income in First Quarter
-----------------------------------------------------------------
Chesapeake Energy Corporation filed with the Securities and
Exchange Commission its Quarterly Report on Form 10-Q reporting net
income of $294 million on $2.48 billion of total revenues for the
three months ended March 31, 2018, compared to net income of $141
million on $2.75 billion of total revenues for the three months
ended March 31, 2017.

As of March 31, 2018, Chesapeake had $12.08 billion in total
assets, $12.18 billion in total current and long-term liabilities
and a total deficit of $97 million.

As of March 31, 2018, Chesapeake had a cash balance of $4 million
compared to $5 million as of Dec. 31, 2017, and the Company had a
net working capital deficit of $1.130 billion as of March 31, 2018,
compared to a net working capital deficit of $831 million as of
Dec. 31, 2017.  As of March 31, 2018, the Company had aggregate
total principal amount of debt outstanding of $9.400 billion,
compared to $9.981 billion as of Dec. 31, 2017.  As of March 31,
2018, the Company had $3.428 billion of borrowing capacity
available under our senior secured revolving credit facility, with
outstanding borrowings of $200 million and $157 million utilized
for various letters of credit.  Based on the Company's cash
balance, forecasted cash flows from operating activities and
availability under its revolving credit facility, the Company
expects to be able to fund its planned capital expenditures, meet
its debt service requirements and fund its other commitments and
obligations for the next 12 months.

"Even though we have taken measures to mitigate the liquidity
concerns facing us for the next 12 months as outlined above and in
Industry Outlook in our 2017 Form 10-K, there can be no assurance
that these measures will be sufficient for periods beyond the next
12 months.  If needed, we may seek to access the capital markets or
otherwise refinance a portion of our outstanding indebtedness to
improve our liquidity.  We closely monitor the amounts and timing
of our sources and uses of funds, particularly as they affect our
ability to maintain compliance with the financial covenants of our
revolving credit facility.  Furthermore, our ability to generate
operating cash flow in the current commodity price environment,
sell assets, access capital markets or take any other action to
improve our liquidity and manage our debt is subject to the risks
discussed above and the other risks and uncertainties that exist in
our industry, some of which we may not be able to anticipate at
this time or control," the Company stated in the SEC filing.

Doug Lawler, Chesapeake's chief executive officer, commented, "The
strength of our operations and improved cost structure, coupled
with higher realized prices, resulted in our best quarterly
financial performance in over three years.  For the second
consecutive quarter, we recorded significant growth in our earnings
and cash flow.  Notably, our margin improvement, while aided by
increases in commodity indices, was primarily driven by strong oil
production and a lower cost structure, highlighting the
differential profit generated beyond price impacts, and the
sustainability of our improving financial performance.  The net
cash flow provided by operating and investing activities, including
net proceeds from asset sales, was $609 million for the quarter and
was the highest in more than three years, allowing us to reduce our
long-term debt by $581 million.  Our results provide further
evidence that we are achieving our long term goals of growing cash
flow, expanding margins, reducing long-term debt and generating
higher returns to shareholders."

                      2018 First Quarter Results

For the 2018 first quarter, Chesapeake reported net income
available to common stockholders of $268 million, or $0.29 per
diluted share.  The company's EBITDA for the 2018 first quarter was
$703 million.  Adjusting for items that are typically excluded by
securities analysts, the 2018 first quarter adjusted net income
attributable to Chesapeake was $361 million, or $0.34 per diluted
share, while the company's adjusted EBITDA was $733 million.

Production expenses during the 2018 first quarter were $2.94 per
boe, while general and administrative expenses (including
stock-based compensation) during the 2018 first quarter were $1.44
per boe.  The increase in production expenses was primarily the
result of increased saltwater disposal costs and workover activity.
With regard to general and administrative expenses, lower
compensation costs were more than offset by lower overhead
allocations, primarily as a result of certain 2017 divestitures.
Chesapeake's combined production and general and administrative
expenses per boe increased by 5 percent year over year.  However,
the company's gathering, processing, and transportation expenses
decreased by 4 percent year over year to $7.15 per boe during the
2018 first quarter, resulting in lower overall expenses per unit of
production on a combined basis.

                   Capital Spending Overview

Chesapeake's total capital expenditures (including accruals) were
approximately $611 million during the 2018 first quarter, including
capitalized interest of $43 million, compared to approximately $576
million in the 2017 first quarter.

                     Balance Sheet and Liquidity

As of March 31, 2018, Chesapeake's principal debt balance was
approximately $9.400 billion, compared to $9.981 billion as of Dec.
31, 2017.  Also, as of March 31, 2018, the company had $200 million
of outstanding borrowings and had used $157 million for various
letters of credit under the senior secured revolving credit
facility resulting in approximately $3.4 billion of available
liquidity under the facility.

During the 2018 first quarter, the company closed certain property
sales for net proceeds of approximately $387 million.  In addition,
in February 2018 Chesapeake sold approximately 4.3 million shares
of FTS International (NYSE: FTSI) for approximately $74 million in
net proceeds and continues to hold approximately 22.0 million
shares in the publicly traded company.  FTSI is a provider of
hydraulic fracturing services in North America. Chesapeake used the
$461 million in aggregate proceeds to reduce its outstanding
borrowings under its revolving credit facility.  Subsequent to the
2018 first quarter, in April the company closed an additional asset
sale for properties in the Mid-Continent for approximately $60
million in net proceeds which reduced Chesapeake's outstanding
borrowings under its revolving credit facility.

                       Operations Update

Chesapeake's average daily production for the 2018 first quarter
was approximately 554,000 boe compared to approximately 528,000 boe
in the 2017 first quarter.

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

                      https://is.gd/VNINUO

                    About Chesapeake Energy

Based in Oklahoma City, Chesapeake Energy Corporation's (NYSE:CHK)
-- http://www.chk.com/-- is an independent exploration and
production company engaged in the acquisition, exploration and
development of properties for the production of oil, natural gas
and NGLs from underground reservoirs.  Chesapeake owns a large and
geographically diverse portfolio of onshore U.S. unconventional
natural gas and liquids assets, including interests in
approximately 17,300 oil and natural gas wells.  The Company has
leading positions in the liquids-rich resource plays of the Eagle
Ford Shale in South Texas, the Anadarko Basin in northwestern
Oklahoma and the stacked pay in the Powder River Basin in Wyoming.
Its natural gas resource plays are the Marcellus Shale in the
northern Appalachian Basin in Pennsylvania, the Haynesville/Bossier
Shales in northwestern Louisiana and East Texas and the Utica Shale
in Ohio.

Chesapeake reported net income attributable to the Company of $949
million for the year ended Dec. 31, 2017, following a net loss
attributable to the Company of $4.39 billion for the year ended
Dec. 31, 2016.

                          *    *    *

Chesapeake Energy carries a 'Caa1' corporate family rating from
Moody's Investors Service.  Moody's said Chesapeake's 'Caa1' CFR
incorporates its improving but modest cash flow generation at
Moody's commodity price estimates relative to the company's high
debt levels, as reported by the TCR on May 25, 2017.


CONCORDIA INTERNATIONAL: S&P Lowers Secured Debt Rating to 'CC'
---------------------------------------------------------------
S&P Global Ratings lowered its issue-level ratings on Concordia
International Corp.'s senior secured debt to 'CC' from 'CCC-'
following the company's announcement of its proposed
recapitalization plan. A distressed exchange is now a virtual
certainty but not yet completed.

S&P said, "When the transaction is completed, we expect to lower
the corporate credit rating and secured credit ratings to 'D' to
reflect the completion of the distressed exchange. Subsequently, we
expect to raise the rating to again focus on conventional default
risk.

"Our 'SD' corporate credit rating and 'D' rating on the senior
unsecured debt are unchanged."

  RATINGS LIST

  Concordia International Corp.
   Corporate Credit Rating            SD

  Ratings Lowered; Recovery Rating Unchanged
                                      To         From
  Concordia International Corp.
   Senior Secured                     CC         CCC-
    Recovery Rating                   3(55%)     3(55%)


DAYTON SUPERIOR: Fitch Cuts IDR to 'CCC' over Rise in Costs
-----------------------------------------------------------
Fitch Ratings has downgraded the ratings of Dayton Superior
Holdings, LLC, including the company's Issuer Default Rating (IDR),
to 'CCC' from 'B'. The downgrade reflects Dayton Superior's worse
than anticipated performance in 2017 and Fitch's expectation that
margins will weaken further in the first half of 2018.

KEY RATING DRIVERS

Margin Compression: Dayton Superior reported a meaningful decline
in operating margins in 2017 due to rising input costs, operational
issues and disruptions from hurricanes in Houston and Florida. The
company has been addressing its operational issues and Fitch
expects some modest improvement in margins this year, although
persistent inflation in raw materials will continue to pressure
margins in the near term.

Weak Credit Metrics: Dayton Superior's credit metrics are weak.
Debt/EBITDA was 8.1x at the end of 2015 and increased to 8.4x at
year-end 2016 and over 20x at the conclusion of 2017. Fitch expects
debt/EBITDA will remain above 15x by the end of 2018. (Fitch
considers Dayton Superior's $196.4 million of preferred units as
debt.) Interest coverage has been above 3x during 2015 and 2016 but
declined to about 1x in 2017 due to higher interest expense and
lower EBITDA margins. Fitch expects interest coverage will settle
between 1.0x-1.5x at the end of 2018.

Negative FCF Generation: Dayton generated negative free cash flow
(FCF) during 2014-2016 due to higher rental fleet investments and
the negative FCF accelerated in 2017 due to lower margins. Adjusted
FCF (Fitch-calculated FCF plus cash proceeds from used equipment
sales) was negative $19 million in 2017 compared with negative $1.7
million during 2016 and negative $9.5 million in 2015. Fitch
expects adjusted FCF will remain negative in 2018 but improve
compared to 2017.

Leadership Position: Dayton Superior has an extensive product
offering with strong market positions in each of its business
segments. The company differentiates itself by providing an
integrated solution (i.e. 'One Stop Shop') to a contractor's full
requirement of concrete products and chemicals, as well as
engineering services and logistics support. Dayton Superior has an
extensive geographic footprint comprised of nine
manufacturing/distribution plants, and 26 service/distribution
centers in the United States, Canada, Panama, Australia, and
Colombia.

Relatively Small Scale: The company has a leadership position in
its various business segments but is small relative to other
building materials companies in Fitch's rating universe. The
company's small scale somewhat limits its purchasing power, capital
markets access as well as its pricing power.

Somewhat Limited End-Market Diversity: Dayton Superior markets its
products primarily to the U.S. construction sector, with about 35%
directed to the infrastructure segment, 30% to commercial and
industrial construction, 30% to institutional construction (i.e.
education, healthcare, government buildings) and 5% to residential
construction. Most of the building materials companies in Fitch's
rating universe have more balanced exposure to residential,
nonresidential and public construction. Typically, residential
construction and commercial construction have differing cycles.
Additionally, the repair and remodel sector (both residential and
commercial) and public construction sectors have generally
exhibited less volatile characteristics compared with the new
construction market.

DERIVATION SUMMARY

The downgrade of Dayton Superior's ratings reflects worse than
anticipated performance in 2017 and the expected further weakening
of its credit metrics in the near term. The company currently has
adequate liquidity, although Fitch's expectation that the company
will continue to generate negative adjusted FCF will likely
diminish the company's liquidity position in the intermediate term.
The downgrade also reflects Dayton Superior's difficulties in
complying with the financial covenant under its term loan
facility.

The rating for Dayton Superior reflects the company's leading
market position in most of its business segments and extensive
product and service offerings. The rating also takes into account
the company's relatively small size, weak credit metrics, ownership
concentration and somewhat limited end-market diversity.

KEY ASSUMPTIONS

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

  --Overall U.S. construction spending grows mid-single digits
during 2018;

  --Dayton Superior's revenues improve 2.5%-3.5% in 2018 and low
single-digits in 2019;

  --EBITDA margins expand modestly in 2018 and 2019;

  --Interest coverage settles between 1x-1.5x in 2018 and 2019.

RATING SENSITIVITIES

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

  --Interest coverage consistently above 2.0x;

  --FFO fixed charge coverage sustained above 1.5x;

  --The company generates positive adjusted FCF;

  --Dayton Superior shows sufficient cushion under the financial
covenant of its credit facility.

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

  --Further operational issues that lead to continued compression
in margins and FCF burn;

  --Failure to manage covenant requirements under its credit
facility.

LIQUIDITY

Weak Liquidity: As of Dec. 31, 2017, Dayton Superior had adequate
liquidity with available borrowing capacity under its $75 million
ABL facility that matures in July 2020. However, Fitch expects
liquidity will diminish in the intermediate term as Fitch expects
the company will continue to generate negative adjusted FCF.
Additionally, Dayton Superior's T/L B requires quarterly
amortization of $525,000.

FULL LIST OF RATING ACTIONS

Fitch has downgraded the following rating:
Dayton Superior Holdings, LLC

  --Long-term IDR to 'CCC' from 'B'.

Dayton Superior Corporation

  --Long-term IDR to 'CCC' from 'B';

  --Senior Secured ABL facility to 'B'/'RR1' from 'BB''/RR1';

  --Senior Secured Term Loan to 'CCC+'/'RR3' from 'B+'/'RR3';

  --Preferred Units to 'CC/RR6' from 'CCC+'/'RR6'.

Recovery Analysis:

The recovery analysis assumes that Dayton Superior would be
liquidated in a bankruptcy rather than be considered a going
concern. Fitch assumed a 10% administrative claim in the recovery
analysis.

Liquidation Approach

  --The liquidation value incorporates a 75% advance rate to
accounts receivables and 50% advance rate to inventory and property
plant and equipment. Additionally, the rental fleet equipment is
valued at 2.5x book value, which takes into account historical
gross margins and sales to net book value multiples of used
equipment sales.

  --The company's ABL facility is assumed to be fully drawn to the
extent available under the facility's borrowing base. The ABL is
expected to have 100% recovery corresponding to an RR1 Recovery
Rating.

  --The T/L B, which has a second priority interest in the ABL
assets and first priority interest in all tangible and intangible
assets, is expected to have a 58% recovery, corresponding to an
'RR3' Recovery Rating.

  --The preferred units are expected to have zero recovery,
corresponding to an 'RR6' Recovery Rating.


DEAN FOOD: Moody's Cuts CFR to B2, Sees Weaker Liquidity
---------------------------------------------------------
Moody's Investors Service downgraded Dean Food Company's Corporate
Family Rating (CFR) to B2 from B1 and its Probability of Default
Rating to B2-PD from B1-PD. Moody's also downgraded the company's
senior unsecured notes to B3 from B2. At the same time Moody's
downgraded the company's Speculative Grade Liquidity Rating to
SGL-3 from SGL-2. The rating outlook is stable.

The downgrade reflects Moody's expectation of lower earnings and
cash flow, and weaker liquidity in the years ahead. Earnings will
be lower as the company continues to lose volume. Industry volumes
are declining as consumers move away from fluid milk to alternative
products, such as almond milk and soy milk. Dean has been losing
volume at a greater rate than the industry, because it has also
lost private label milk business to competitors. Dean estimates
that it will lose between 100 million to 110 million gallons
annually of private label milk production when Walmart Inc, its
largest customer, opens its own milk processing plant this year.
This loss represents 4.3% of its 2017 total volume across all
products.

To address these industry and competitive headwinds, Dean recently
announced a productivity plan to reduce costs. The plan involves
rescaling its manufacturing footprint and changing operating
procedures to make those procedures more efficient. Dean will
implement this plan over the next 18 to 24 months and is targeting
$150 million of annual cost savings. While this program could
improve Dean's operating performance in the long term, Moody's
believes operational risk will increase as the company implements
this plan because of the meaningful changes to its manufacturing
base and procedures.

The downgrade to the company's Speculative Grade Liquidity rating
to SGL-3 from SGL-2 largely reflects Moody's expectation for weak
free cash flow. Moody's estimates that Dean's free cash flow (after
dividend payments) will be roughly breakeven over the next 12
months due to the decline in earnings and the cost to implement its
productivity plan.

Moody's downgraded the following ratings:

  - Corporate Family Rating to B2 from B1

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

  - $700 million senior unsecured notes due 2023 to B3 (LGD 5) from
B2 (LGD 5)

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

The rating outlook is stable.

RATINGS RATIONALE

Dean's B2 CFR reflects volatile earnings and cash flow, its
moderately high financial leverage, and the risk of operating
disruptions as it makes changes to its manufacturing footprint and
operating procedures. Dean also has limited product diversity
focused primarily on fluid milk and to a lesser extent ice cream.
It's credit profile benefits from its large scale, strong
distribution network, and comprehensive refrigerated direct store
delivery system.

The stable outlook reflects Moody's view that the company will
maintain moderately high financial leverage and adequate
liquidity.

Ratings could be upgraded if the company improves its competitive
position, increases profitability and free cash flow, and
successfully implements its efficiency plan. An upgrade would also
require debt to EBITDA sustained below 4.0 times.

Ratings could be downgraded if volume declines are not offset by
pricing and efficiency gains, profitability declines, liquidity
weakens, or if debt to EBITDA is sustained above 5.0 times.

Dean Foods Company, headquartered in Dallas, Texas, is the largest
processor and distributor of milk and various other dairy products
in the United States. The publicly-traded company had sales of $7.8
billion for the twelve months ended December 31, 2017.

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


DELIVER BUYER: Moody's Affirms B2 CFR, Cites Small Customer Base
----------------------------------------------------------------
Moody's Investors Service affirmed ratings for Deliver Buyer, Inc.
("MHS") including the B2 Corporate Family Rating (CFR) and the
B3-PD Probability of Default rating. Concurrently, Moody's affirmed
the B2 ratings on the company's $85 million senior secured
revolving credit facility. In addition, Moody's assigned B2 ratings
to the company's $463 million senior secured term loan which was
recently upsized by $200 million. The affirmation follows the
company's announcement that it intends to make a $200 million
dividend to shareholders. The dividend will be entirely
debt-financed and will be funded through incremental borrowings
under the existing term loan facility. The rating outlook has been
changed to negative from stable.

RATINGS RATIONALE

The negative outlook reflects the large-sized nature of the
dividend which meaningfully increases financial leverage against a
backdrop of elevated execution risk. The negative outlook also
considers the aggressive nature of the transaction which suggests a
tolerance for financial risk that was not previously contemplated
in the rating. Pro forma for the dividend, Moody's adjusted
Debt-to-EBITDA is expected to increase to 6.5x from 4.2x. This
represents over 2x in incremental leverage and is 0.5x above
closing leverage of 6x when the ratings were initially assigned in
April 2017.

The B2 Corporate Family Rating reflects MHS's modest scale,
comparatively weak balance sheet, pronounced customer
concentration, and elevated execution risk. These considerations
are tempered by the company's good competitive standing within
automated parcel sortation systems which is expected to support
solid topline and earnings growth over the next few years. MHS's
dependence on several key customers (top two account for over 80%
of sales) leaves the company vulnerable to changes in customer
capital expenditure budgets and susceptible to pricing pressure.
This heavy reliance on a small customer base heightens the need for
strong execution while the relatively lumpy, large-sized, and
fixed-price nature of customer contracts, heightens the need for
consistent operational performance.

Moody's expects MHS to maintain an adequate liquidity profile over
the next 12 months. On-going cash balances are expected to be
modest at around $5 million while amortization on term debt is
relatively small at 1% per annum ($4.5 million). Near term free
cash flow generation will be muted in the face of elevated working
capital needs and Moody's anticipates negative free cash flow for
at least the 1H of 2018. Thereafter, working capital usage is
expected to partially unwind which should allow for positive,
albeit modest, free cash flow generation during 2018 (FCF-to-Debt
likely to be in the low single-digits). External liquidity is
provided by an $85 million revolving credit facility that expires
in April 2022. The facility contains a springing net leverage ratio
of 6.25x that comes into effect if usage under the facility exceeds
35% ($30 million). To the extent that the springing covenant comes
into effect over the next few quarters, Moody's would expect tight
compliance and little cushions relative to the 6.25x covenant.

The ratings could be upgraded if Debt-to-EBITDA was expected to
remain below 4.0x. A track record of strong operational execution
and the maintenance of a good liquidity profile would be
prerequisites to any upgrade. Given the company's small scale and
pronounced customer concentration, Moody's would expect MHS to
maintain credit metrics that are stronger than levels typically
associated with companies at the same rating level.

The ratings could be downgraded if Debt-to-EBITDA was expected to
remain above 6.0x. A weakening liquidity profile with reduced free
cash flow generation and an increased reliance on revolver
borrowings could also pressure the rating downward. Execution
missteps that resulted in weakened operational performance such
that EBITDA margins declined to around 10% could also result in a
downgrade.

The following is a summary of Moody's rating actions:

Issuer: Deliver Buyer, Inc.

Corporate Family Rating, affirmed B2

Probability of Default Rating, affirmed B3-PD

$85 million senior secured revolver due 2022, affirmed B2 (LGD3)

$463 million senior secured term loan due 2024, assigned B2 (LGD3)

Outlook, changed to Negative from Stable

MHS Holdings Inc. ("MHS"), headquartered in Louisville, Kentucky,
the parent company for Material Handling Systems Inc. and Santa
Rosa Systems LLC, designs, engineers, builds and installs conveyors
and automated sortation systems primarily for the parcel industry.

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


DOLPHIN ENTERTAINMENT: BDO USA, LLP Casts Going Concern Doubt
-------------------------------------------------------------
Dolphin Entertainment, Inc., filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K, disclosing a
net income of $6.91 million on $22.41 million of total revenues for
the fiscal year ended December 31, 2017, compared to a net loss of
$37.19 million on $9.39 million of total revenues for the year
ended in 2016.

BDO USA, LLP, states that the Company has suffered recurring losses
from operations from prior years, has an accumulated deficit, and a
working capital deficit that raise substantial doubt about its
ability to continue as a going concern.

The Company's balance sheet at December 31, 2017, showed total
assets of $33.60 million, total liabilities of $27.52 million, and
a total stockholders' equity of $6.08 million.

A copy of the Form 10-K is available at:
                              
                       https://is.gd/8KKEaT

                    About Dolphin Entertainment

Based in Coral Gables, Florida, Dolphin Entertainment, Inc.,
formerly Dolphin Digital Media, Inc., is an independent
entertainment marketing and premium content development company.
Through its recent acquisition of 42West, LLC in March 2017, the
Company provides strategic marketing and publicity services to all
of the major film studios, and many of the leading independent and
digital content providers, as well as for hundreds of A-list
celebrity talent, including actors, directors, producers, recording
artists, athletes and authors.


ENOVA INTERNATIONAL: Moody's Hikes CFR & Sr. Unsec. Ratings to B3
-----------------------------------------------------------------
Moody's Investors Service upgraded Enova International, Inc.'s
corporate family and senior unsecured ratings to B3 from Caa1. The
outlook was revised to stable from positive.

Upgrades:

Issuer: Enova International, Inc.

Corporate Family Rating, Upgraded to B3, stable, from Caa1,
positive

Senior Unsecured Regular Bond/Debenture, Upgraded to B3, stable,
from Caa1, positive

Outlook Actions:

Issuer: Enova International, Inc.

Outlook, Changed To Stable From Positive

RATINGS RATIONALE

The upgrade of Enova reflects the progress the company has made in
improving its capitalization through earnings retention and Moody's
expectations for the company's continued strong financial
performance amidst its fast loan portfolio expansion. Positively,
Enova has no immediate term-debt maturities. As with all payday
lenders, Enova faces a high regulatory risk in the sector; however,
the company's lower reliance on payday loans compared to peers
partially mitigates this concern.

As of March 31, 2018, Enova's tangible common equity represented 5%
of its tangible assets, a significant improvement from -11% at
year-end 2015. The company's annualized return on assets was high
in 1Q18, at approximately 10%, driven by increase in loan
originations and lower effective tax rate. While Moody's does not
expect Enova to maintain such high levels of profitability, it
expects the company to continue to generate consistent earnings
with minimum amounts of restructuring and other one-time charges,
with an average return on assets of at least 4%-5%, and to continue
to accrete capital through earnings retention.

Moody's believes that Enova is better positioned for possible
changes in regulations than its branch-based peers, given its
scalable online model with a lower fixed cost base, as well as its
lower reliance on payday loans compared to most other peers. In
1Q18, 21% of Enova's revenues were derived from payday loans. After
the CFPB issued its final rule in October 2017, Enova stated the
overall impact of the rule would be a less than 10% decline in
revenues from current levels.

Moody's believes that Enova's fast loan portfolio expansion, while
benefitting its earnings in recent quarters, presents credit risk
and is a rating constraint at B3. In one year, Enova's total
consumer loan portfolio grew by 42% year-over-year, to $765 million
at March 31, 2018. Most of the growth in absolute terms was in
Enova's NetCredit installment loan portfolio, which targets
borrowers with more established credit history and which accounted
for about half of the company's consumer loan portfolio at 31 March
2018. The NetCredit loans are much larger in size relative to
Enova's short-term loans and also have a longer maturity, which, in
combination with a significant growth, could present credit risks
if underwriting for these loans is not done prudently. Also
presenting a concern is Enova's fast expansion of its installment
loan product in the new region, Brazil.

The ratings for Enova could be upgraded if continues to demonstrate
solid profitability and improved its tangible equity through
earnings retention. Enova will also need to demonstrate prudent
underwriting, as evidenced by well-managed asset quality, and
contained risk appetite.

Enova's ratings could be downgraded if Moody's comes to believe
that Enova's underwriting standards have weakened amidst high loan
portfolio growth, or if the company's profitability and leverage
meaningfully deteriorate, and if its liquidity materially weakens.
Enova's ratings could also be downgraded if the company pursues an
aggressive financial policy, with substantial capital
distributions.

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


ENVISION HEALTHCARE: Moody's Hikes Senior Sec. Term Loan to Ba2
---------------------------------------------------------------
Moody's Investors Service affirmed Envision Healthcare
Corporation's Corporate Family Rating (CFR) at B1 and Probability
of Default Rating (PDR) at B1-PD. The rating agency upgraded
Envision's senior secured term loan to Ba2 (LGD 2) from Ba3 (LGD
3). Moody's also affirmed the B3 (LGD 5) rating on the unsecured
notes and the Speculative Grade Liquidity Rating of SGL-1. The
outlook was changed to stable from positive.

The B1 CFR affirmation and change in outlook to stable (from
positive) reflects Moody's expectation that profitability growth
will be constrained by weak patient volume trends, and Envision's
efforts to expand its in-network relationships with private
insurance carriers. Moody's believes these efforts will likely lead
to margin contraction. The rating action also balances the credit
positive debt repayment, using proceeds from the divestiture of
Envision's medical transport business, with a loss of scale and
diversity from this business. Pro forma for the divestiture as well
as recent acquisitions and cost synergies, Moody's estimates
Envision's adjusted debt to EBITDA to be approximately 4.6 times as
of December 31, 2017.

The upgrade of the senior secured term loan rating reflects
improved recovery expectations given that Envision will repay $2.1
billion of the term loan with divestiture proceeds. The affirmation
of the SGL-1 Speculative Grade Liquidity Rating reflects Moody's
belief that Envision will continue to benefit from a strong cash
balance as well as good revolver availability and free cash flow
during the next 12-18 months.

The following is a summary of Moody's ratings actions:

Ratings affirmed:

Envision Healthcare Corporation

Corporate Family Rating at B1

Probability of Default Rating at B1-PD

Senior unsecured notes due 2022 at B3 (LGD 5)

Senior unsecured notes due 2024 at B3 (LGD 5)

Speculative Grade Rating at SGL-1

AmSurg Corporation (assumed by Envision Healthcare Corporation)

Guaranteed senior unsecured notes due 2022 at B3 (LGD 5)

Ratings upgraded:

Envision Healthcare Corporation

Senior secured first lien term loan due 2023 to Ba2 (LGD 2) from
Ba3 (LGD 3)

The outlook was changed to stable, from positive.

RATINGS RATIONALE

The B1 CFR reflects the company's aggressive acquisition strategy
and moderately high financial leverage. Moody's expects Envision's
adjusted debt to EBITDA to modestly decline toward 4.0 times over
the next 12-18 months. Moody's expects that Envision's core
physician staffing business will remain pressured as sluggish
patient volume growth at hospitals where its doctors provide
medical care and payor mix degradation persist through 2018.
Furthermore, free cash flow will be used to fund the company's
acquisition strategy in lieu of debt repayment. The high reliance
on government reimbursement programs remains an ongoing concern.
Finally, the B1 CFR reflects increased event risk relating to
Envision's public contract feud with UnitedHealth Group
Incorporated (A3 stable) and the firm's ongoing evaluation of
strategic alternatives.

The rating is supported by Envision's considerable scale and
leading market position as the largest physician staffing
outsourcer. It is also supported by the firm's strong geographic
and product diversification in its two segments -- physician
staffing and ambulatory surgery centers. Furthermore, Envision will
benefit from a new $50 million cost savings program in 2018 in
addition to revenue synergies from its 2016 AmSurg merger. Lastly,
Moody's expects Envision to use the asset sale proceeds from its
medical transport business for debt repayment.

The stable outlook reflects Moody's expectation that earnings
growth will be achieved through a combination of mid single-digit
revenue growth and cost savings programs. It also reflects the
rating agency's view that Envision will remain the largest provider
of physician staffing services in the U.S. over the
near-to-intermediate term.

The company's SGL-1 rating reflects its strong cash generation
ability, good existing cash balance, and access to a sizeable $850
million ABL revolver (not rated) expiring in 2021.

Moody's could upgrade the ratings if the company is able to
effectively execute cost saving synergies while continuing to
demonstrate improvement in its credit metrics. Specifically, an
upgrade would require debt to EBITDA to be sustained around 4.0
times. Moody's could also upgrade the ratings if Envision sustains
higher levels of organic growth or faces reduced uncertainty around
event risk.

Moody's could downgrade the ratings if operating performance
deteriorates, or if Moody's expects reimbursement rates to
materially decline. Ratings could also be downgraded if Moody's
expects Envision's debt to EBITDA to rise above 5.0 times.
Furthermore, a significant debt financed acquisition could result
in a ratings downgrade.

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

Envision Healthcare Corporation is a provider of emergency medical
services in the U.S. Envision operates an extensive emergency
department, hospital, anesthesiology, radiology, and neonatology
physician outsourcing segment. The company also operates 263
ambulatory surgery centers (ASCs). Revenues for the LTM period
ended December 31, 2017 were $7.8 billion.


FIRSTCASH INC: Moody's Hikes Sr. Unsecured & Corp. Ratings to Ba2
-----------------------------------------------------------------
Moody's Investors Service upgraded FirstCash Inc.'s  senior
unsecured debt and corporate family ratings to Ba2 from Ba3. The
rating outlook is positive.

Upgrades:

Issuer: FirstCash Inc.

Corporate Family Rating, Upgraded to Ba2, positive, from Ba3,
positive

Senior Unsecured Regular Bond/Debenture, Upgraded to Ba2, positive,
from Ba3, positive

Outlook Actions:

Issuer: FirstCash Inc.

Outlook, Remains Positive

RATINGS RATIONALE

Moody's upgrade reflects FirstCash's status as a significant player
in the highly fragmented pawn industry in the US and Mexico, as
well as its stable and strong financial fundamentals. Net income to
average managed assets was 4.8% for 2017 and has been consistently
strong, which Moody's expects to continue. The earnings primarily
reflect the strong financial performance of its pawn lending and
retail merchandise business. In addition, FirstCash maintains solid
capital level, with tangible common equity to tangible managed
assets (TCE to TMA) of 36.9 % as of 31 December 2017. The upgrade
also reflects the completion of its integration of Cash America
International, Inc. (Cash America) locations addded in 2016 and the
conversion of all Cash America stores to the single FirstPawn IT
platform.

Offsetting these positives is potential risk from FirstCash's rapid
growth in the Latin American market and its vulnerability to gold
prices. The risks associated with rapid growth is partly mitigated
by First Cash's successful track record of opening, acquiring and
integrating pawn stores while maintaining moderate leverage and
solid profitability.

The positive outlook reflects Moody's expectation that leverage
will be conservatively managed, with TCE/TMA remaining above 30%,
and the company will maintain solid profitability as it continues
to grow.

Positive rating actions could materialize if the company maintains
a strong tangible equity position as well as solid profitability,
and achieves notable geographic diversification.

Negative ratings pressure could develop if the company experiences
a significant reduction in profitability, and/or increased
leverage, causing a significant deterioration in interest
coverage.

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


FLEX ACQUISITION: Moody's to Review B2 CFR, Mulls Downgrade
-----------------------------------------------------------
Moody's Investors Service placed the B2 corporate family rating,
the B2-PD probability of default rating of Flex Acquisition
Holdings, Inc. (doing business as Novolex) and related instrument
ratings under review for downgrade following the company's
announcement that it had signed a definitive agreement to acquire
The Waddington Group from Newell Brands Inc. for approximately $2.3
billion. The transaction is subject to customary closing conditions
including regulatory approval and is expected to close in
approximately 60 days. The company said its sponsor The Carlyle
Group will contribute equity to the transaction but it did not
disclose specifics of the deal. Novolex did not disclose expected
synergies from the deal which will likely be limited because the
transaction adds new rigid packaging operational segment.

"The acquisition of The Waddington Group will likely increase
Novolex' leverage given the disclosed 12 times EBITDA multiple
implied in the transaction even with expected equity contributions
by The Carlyle Group," said Anastasija Johnson, senior analyst at
Moody's.

On Review for Downgrade:

Issuer: Flex Acquisition Company, Inc.

Senior Secured Bank Credit Facilities, Placed on Review for
Downgrade, currently B1(LGD3)

Senior Unsecured Regular Bond/Debenture, Placed on Review for
Downgrade, currently Caa1(LGD5)

Issuer: Flex Acquisition Holdings, Inc.

Probability of Default Rating, Placed on Review for Downgrade,
currently B2-PD

Corporate Family Rating, Placed on Review for Downgrade, currently
B2

Outlook Actions:

Issuer: Flex Acquisition Holdings, Inc.

Outlook, Changed To Rating Under Review From Negative

RATINGS RATIONALE

The review for downgrade reflects the transformative and leveraging
nature of the transaction. For example, based on a Moody's
assumption of a 30% equity contribution from the sponsor and no
synergies, Flex Acquisition Holdings leverage increases to roughly
6.9 times on a Moody's adjusted basis from about 6.1 times in the
twelve months ended December 31, 2017 and interest coverage will
deteriorate closer to 2 times from 2.5 times. The company will
likely still be free cash flow generative, but given the large
amount of absolute debt it might take longer than 12-18 months to
delever and bring metrics in line with the current rating. The
review will focus on the capital structure of the proposed
transaction, expected synergies, free cash flow generation, the
timing for reducing leverage in line with the rating and expected
liquidity. The review will also gauge the company's appetite for
future acquisitions.

The acquisition is transformative for Novolex because it will add a
rigid packaging segment to the company's legacy flexible plastic
and paper packaging products. The Waddington Group manufactures and
sells disposable packaging and cutlery in the foodservice, bakery,
deli, produce and confectionery markets. The Waddington Group has
16 sites in the U.S., Canada, Ireland, The Netherlands and the UK
and approximately 3,000 employees. This is the eighth acquisition
for the company since 2012. Following the acquisition, Flex will
have 62 manufacturing plants worldwide.

Flex Acquisition Holdings, Inc.'s B2 Corporate Family Rating
reflects elevated leverage and event risk related to the company's
acquisition-driven growth strategy. The rating reflects the
company's successful track record in integrating large acquisitions
and generating free cash flow. The rating also reflects
expectations that Novolex will return its leverage to below 6 times
in 2018 that would more solidly position the company within the B2
rating category. The rating benefits from Novolex's scale in the
fragmented flexible packaging industry and its diversified product
portfolio as the company has expanded into food contact packaging,
paper retail bags, institutional can liners and custom film
segments, reducing the legacy plastic retail bag business to 21% of
revenue. While most of the products are commodity-like, the company
benefits from long-standing relationships with large customers.
Novolex's improved margins, exposure to the more stable food
packaging industry and projected good liquidity also support the
rating.

Historically, Novolex used free cash flow to fund growth and
acquisitions therefore it does not have a meaningful track record
of debt repayment. The current capital structure includes a $300
million revolver and ability to issue incremental facilities of the
greater of: $350 million and 100% of consolidated EBITDA or the
unlimited amount as long as first lien leverage ratio does not
exceed 4.5 times. Novolex had approximately $162 million of cash on
hand as of December 31, 2017 and no revolver borrowings. The
revolver has a springing maximum 7.0x first lien net leverage ratio
test that is triggered when more than 35% of the revolver is
drawn.

Headquartered in Hartsville, South Carolina, Flex Acquisition
Holdings, Inc. (formerly Novolex Holdings, Inc.) is a manufacturer
of paper and plastic flexible packaging products, ranging from bags
for grocery, retail and food service markets to can liners,
specialty films and lamination products. The company has 45
manufacturing facilities in North America, including two recycling
plants, one manufacturing facility in Europe and 35 offsite
warehouses. Novolex, has been a portfolio company of The Carlyle
Group since December 2016. Novolex's revenues for the twelve months
ended September 2017 were approximately $2.4 billion.

The principal methodology used in these ratings was Packaging
Manufacturers: Metal, Glass, and Plastic Containers published in
May 2018.


FYBOMAX INC: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Affiliates that concurrently filed voluntary petitions seeking
relief under Chapter 11 of the Bankruptcy Code:

     Debtor                                     Case No.
     ------                                     --------
     Fybomax, Inc.                              18-21870
        dba Rivertowne Pourhouse
     111 College Park Drive
     Monroeville, PA 15146

     Fybo Management Inc.                       18-21871
        dba Rivertowne Inn
        dba Rivertowne Pub & Grille
     500 Jones Street
     Verona, PA 15147

     Rivertowne Growth Group LLC                18-21872
     5578 Old William Penn Highway
     Export, PA 15632

     Occupy Rivertowne, LLC                     18-21873
     5031 Sampson Lane
     Murrysville, PA 15668

Business Description: Each of the Debtors is an affiliate of
                      Fybowin, LLC dba Rivertowne, which
                      sought creditor protection on May 4, 2018.
                      Fybowin is a privately held brewing company
                      in Pittsburgh, Pennsylvania.  The Rivertowne

                      beer concept was born in 2002.  Rivertowne,
                      one of the very first craft brewers in
                      Pittsburgh, has restaurants in Verona, North
                      Huntingdon, and the North Shore, as well as
                      a Pourhouse in Monroeville.  Visit
                      https://www.myrivertowne.com for more
                      information.

Chapter 11 Petition Date: May 7, 2018

Court: United States Bankruptcy Court
       Western District of Pennsylvania (Pittsburgh)

Debtors' Counsel: Kelly Esther McCauley, Esq.
                  WHITEFORD, TAYLOR & PRESTON LLP
                  200 First Avenue, 3rd Floor
                  Pittsburgh, PA 15222
                  Tel: 412-618-5602
                  Fax: 412-618-5597
                  Email: Kmccauley@wtplaw.com

                                     Estimated        Estimated
                                       Assets        Liabilities
                                    -----------      -----------
Fybomax, Inc.                       $50K-$100K         $1M-$10M    
   
Fybo Management Inc.                $50K-$100K         $1M-$10M
Rivertowne Growth Group LLC         $1M-$10M           $1M-$10M
Occupy Rivertowne, LLC              $0-$50K            $1M-$10M

The petitions were signed by Christian Fyke, CEO.

A full-text copy of Fybomax, Inc.'s petition containing, among
other items, a list of the Debtor's 20 largest unsecured creditors
is available for free at:

          http://bankrupt.com/misc/pawb18-21870.pdf

A full-text copy of Fybo Management Inc.'s petition containing,
among other items, a list of the Debtor's 19 unsecured creditors is
available for free at:

          http://bankrupt.com/misc/pawb18-21871.pdf

A full-text copy of Rivertowne Growth Group LLC's petition
containing, among other items, a list of the Debtor's 13 unsecured
creditors is available for free at:

          http://bankrupt.com/misc/pawb18-21872.pdf

Occupy Rivertowne lists The Huntington National Bank as its sole
unsecured creditor holding a claim of $1,644,360.  A full-text copy
of the petition is available for free at:

          http://bankrupt.com/misc/pawb18-21873.pdf


GAINESVILLE HOSPITAL: Moody's Keeps Issuer & GOLT Ratings at Ba2
----------------------------------------------------------------
Moody's Investors Service has confirmed Gainesville Hospital
District's, TX issuer long-term rating and general obligation
limited tax (GOLT) bond rating at Ba2. This concludes the review
that was initiated on February 13, 2018 to review unaudited
financials and the status of the district's negotiations with
Community Hospital Corporation (CHC). The outlook has been revised
to stable.

RATINGS RATIONALE

The Ba2 rating continues to reflect the uncertainty surrounding the
district's bankruptcy coupled with the transition of management as
CHC recently took over operations. Liquidity remains weak but has
shown modest improvement over the past six months. These challenges
are balanced against the stability of the tax base and strong
bondholder protection provided by the stipulation and agree order
confirmed by the court holding that dedicated ad valorem tax
revenues for the bonds are special revenues and therefore not
subject to the automatic stay. The lack of rating distinction
between the issuer rating and GOLT bond rating reflects the
significant headroom remaining under the tax rate limitation
currently and as expected with future issuance.

RATING OUTLOOK

The stable outlook reflects improving though still challenged
operations and liquidity as well as the expectation that
experienced management provided by CHC through a five year
management agreement will aid in stabilizing operations. CHC took
over management of the district as of May 1, 2018.

FACTORS THAT COULD LEAD TO AN UPGRADE

  - Successful emergence from bankruptcy and full transition of
hospital management

  - A demonstrated, sustained trend of improved operating margins
and patient volumes

FACTORS THAT COULD LEAD TO A DOWNGRADE

  - Continuation of weak operating margins and declining patient
volume

  - Significant staff turnover as result of management transition

LEGAL SECURITY

The bonds are secured by a continuing direct ad valorem tax on all
taxable property within the district. The tax rate is limited to
$7.50 per $1,000 assessed valuation, provided that no more than
$6.50 per $1,000 is levied for debt service.

PROFILE

The district owns the North Texas Medical Center (NTMC), an acute
care hospital located in the City of Gainesville, TX. The city is
located 60 miles north of the Dallas-Fort Worth metroplex and five
miles south of the Texas-Oklahoma Border. The service area is
predominantly Cooke County. The NTMC also sees patients from
eastern Montague County, western Grayson County, northern Denton
County and southern Love County, Oklahoma.

The district currently operates 48 licensed beds and is licensed by
the Texas Department of Health for up to 60 beds. The hospital
provides inpatient and outpatient services including intensive
care, operating rooms, emergency medical services, laboratory,
rehabilitation, radiology, dietary, administration and other
support services.

METHODOLOGY

The principal methodology used in these ratings was US Local
Government General Obligation Debt published in December 2016. The
additional methodology used in these ratings was Not-For-Profit
Healthcare published in November 2017.


GIDEON GROVE: Taps Weinstein & St. Germain as Legal Counsel
-----------------------------------------------------------
Gideon Grove, LLC, received approval from the U.S. Bankruptcy Court
for the Western District of Louisiana to hire Weinstein & St.
Germain, LLC, as its legal counsel.

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

The compensation arrangement is an hourly fee based on time spent
by the attorneys and their staff, and reimbursement for
work-related expenses.

Thomas St. Germain, Esq., at Weinstein, disclosed in a court filing
that his firm does not represent any interests adverse to the
Debtor.

The firm can be reached through:

     Thomas E. St. Germain, Esq.
     Weinstein & St. Germain, LLC
     1414 NE Evangeline Thruway
     Lafayette, LA 70501
     Tel: (337) 235-4001
     Fax: (337) 235-4020
     Email: ecf@weinlaw.com

                      About Gideon Grove

Gideon Grove, LLC owns three real properties in Lafayette Parish,
Louisiana, consisting of lots at Gideon Grove Subdivision and two
partially completed houses.  The company valued the properties at
$1.9 million in the aggregate.

Gideon Grove sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. W.D. La. Case No. 18-50512) on April 24, 2018.  In the
petition signed by Roderick Cawthorne, member, the Debtor disclosed
$1.90 million in assets and $4.28 million in liabilities.  Judge
Robert Summerhays presides over the case.


GMS INC: S&P Affirms 'BB-' Corporate Credit Rating, Outlook Stable
------------------------------------------------------------------
Tucker, Ga.-based wallboard and ceiling systems distributor GMS
Inc. (GMS) is entering into a new $998 million term loan due 2025
to finance its proposed $627 million acquisition of Canadian
building products distributor WSB Titan for $627 million. Proceeds
will also be used to refinance GMS's existing term loan.

The acquisition of WSB Titan will provide GMS with significant
entry into the Canadian building products distribution space,
increasing GMS' revenues by about 18% and EBITDA by about 30%, but
also increasing debt leverage modestly to about 4.1x pro forma for
the acquisition.

S&P Global Ratings affirmed its 'BB-' corporate credit rating on
GMS Inc. S&P removed all ratings from CreditWatch, where they were
placed with developing implications on April 5, 2018.

S&P said, "At the same time, we assigned our 'BB-' issue-level
rating and '3' recovery rating to GYP Holdings III Corp.'sproposed
$998 million secured term loan due 2025. The '3' recovery rating
indicates our expectation that lenders will receive meaningful
(50%-70%; rounded estimate: 60%) recovery in the event of a payment
default. The ratings are subject to final documentation and
issuance.

"Our affirmation of our 'BB-' corporate credit rating on GMS and
the stable outlook reflect our belief that current robust
commercial and residential construction markets in the U.S. and
Canada will continue to drive demand for the company's core
wallboard and ceiling systems products. We expect GMS to increase
EBITDA to over $325 million over the next 12 months, with EBITDA
margins improving modestly to about 9.8% (after S&P adjustments)
while improving debt leverage to approximately 3.5x by early 2019
from its current level of 4.1x pro forma for the acquisition of WSB
Titan.

"The stable outlook reflects our expectation that following the
acquisition of Titan GMS will increase margins to nearly 10% and
continue to improve credit measures over the next 12 months,
reducing debt to EBITDA to about 3.5x and adjusted FFO to debt to
the mid-20% area by fiscal year-end 2019. We expect GMS will
continue to exhibit revenue and EBITDA growth over the next year
through the company's acquisition strategy and continued growth in
U.S. residential and nonresidential construction, as well as repair
and remodeling spending.

"Although we view a downgrade to be unlikely over the next 12
months, we could lower our rating on GMS if U.S. housing recovery
and commercial construction stalled, resulting in reduced demand
for GMS' products, depressed margins, and increased earnings
volatility resulting in debt to EBITDA leverage remaining sustained
above 4x for several quarters. We could also expect a downgrade if
the company did a leveraging event without a path to rapidly
reducing debt.

"We view an upgrade over the next 12 months as unlikely absent a
transformational change in which GMS becomes a larger and much more
diverse company, and we believed the company had achieved an
increased ability to maintain its current credit measures through
an economic or housing downturn. However, we could consider an
upgrade if the company sustained adjusted debt to EBITDA leverage
below 2.5x, which we think it could achieve over the next two years
if all free operating cash flow were dedicated to debt reduction."


GOGO INC: Moody's Cuts Rating to Caa1 on Deteriorating Liquidity
----------------------------------------------------------------
Moody's Investors Service downgraded Gogo Inc.'s (Gogo) corporate
family rating (CFR) to Caa1 from B3, downgraded the company's
probability of default rating (PDR) to Caa1-PD from B3-PD, and
changed the outlook to negative. Moody's also downgraded Gogo's
speculative grade liquidity (SGL) rating to SGL-3 from SGL-2. The
company's B2 senior secured rating was affirmed. The downgrade of
Gogo's CFR and change in outlook to negative reflects the company's
weakening credit metrics, operational difficulties and
deteriorating liquidity. The downgrade of Gogo's SGL rating to
SGL-3 reflects Moody's expectation that Gogo's liquidity will
weaken.

Affirmations:

Issuer: Gogo Intermediate Holdings LLC

Senior Secured Regular Bond/Debentures, Affirmed B2 (LGD3)

Downgrades:

Issuer: Gogo Inc.

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

Corporate Family Rating, Downgraded to Caa1 from B3

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

Outlook Actions:

Issuer: Gogo Inc.

Outlook, Changed To Negative From Stable

Issuer: Gogo Intermediate Holdings LLC

Outlook, Changed To Negative From Stable

RATINGS RATIONALE

Gogo's Caa1 CFR reflects its small scale, competitive operating
environment, low margins, high leverage (12.9x Moody's adjusted at
year end 2017), and the expectation of negative free cash flow into
at least 2019 as the company heavily invests in the rollout of
in-flight connectivity technology to additional carriers outside
the North American market, where it currently benefits from
critical mass in the commercial aviation segment and a dominant
position in business aviation. The rating is supported by this
currently strong North American market position, long-term carrier
contracts, difficult barriers to entry, and diversified carrier
relationships. Gogo's revenue growth profile, which is driven by
international expansion and capacity and connectivity upgrades, is
dependent on depleting cash balances to fund negative operating
cash flow during a protracted growth phase.

Despite a strong performance from Gogo's business aviation segment
in the first quarter of 2018, both of the company's two commercial
aviation segments -- CA-NA and CA-ROW -- had weak operating
performance which diminished consolidated results. The performance
degradation of antennas in many recently installed 2Ku radomes
caused by the infiltration of de-icing fluid, used to remove ice
from fuselages in winter climates, resulted in slower performance
of the company's 2Ku technology, as well as significant remediation
costs. Company adjusted EBITDA margin for the first quarter of 2018
was about 5%, down almost 1.5% from the prior year's quarter. These
operational issues are expected to negatively impact EBITDA for the
year and result in a very low, or potentially slightly negative,
company adjusted EBITDA for the second quarter of 2018 since the
bulk of remediation expenses will be incurred during the quarter.
While Gogo believes it will have all operational issues related to
this execution setback addressed by early summer, visibility is
very limited as to the timing of any reversal of current negative
revenue and EBITDA trends. Gogo also announced a series of
leadership and organizational changes in April 2018, including the
hiring of a new CEO. The company is midway through implementation
of a new business plan focused on service quality improvement,
revenue growth and cost structure optimization, with a June
completion date targeted.

Moody's expects deteriorating operating performance in 2018 and
projects Moody's adjusted leverage to remain above 12x. A rapidly
declining cash balance will likely impair operating flexibility in
2019. More importantly, and with $362 million of convertible notes
coming due on March 1, 2020, Moody's believes a near term
refinancing is critical for Gogo to improve its long-term liquidity
outlook.

Gogo's SGL-3 short-term liquidity rating indicates Moody's
expectation that the company will sustain adequate liquidity
through the next 12 to 18 months, but not beyond, with its existing
cash balance. Moody's expects negative free cash flow of at least
$150 million over the next 12 months due to continued operating
performance deterioration and a likely protracted reversal of
current negative trends. As of March 31, 2018, Gogo had $300
million in cash and short term investments and no revolver
outstanding, and faces a $362 million convertible notes maturity in
about 22 months. Given the company's cash usage rate, the SGL
rating would likely be downgraded to SGL-4 if these convertible
notes are not refinanced by the end of the third quarter of 2018.

The negative outlook reflects Moody's expectation that operating
metrics will remain weak in 2018. If negative free cash flow is
greater than Moody's anticipates or if the company fails to improve
overall liquidity and address its $362 convertible note maturity
due March 2020 by the end of the third quarter of 2018, Moody's
could further downgrade the ratings.

Given the expectation for high leverage and negative free cash
flow, an upgrade is unlikely. However, upward rating pressure would
ensue if Gogo were on a path towards sustainable free cash flow
generation. Downward rating pressure could develop if liquidity
becomes further strained, revenue growth does not turn positive, or
if the company is unable to migrate towards free cash flow
generation and improve that free cash flow profile over time.
Additionally, debt financed acquisitions and investments which
result in a deterioration in cash flow or a material increase in
leverage could result in a downgrade

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


GREATBATCH LTD: Moody's Mulls Ratings Hike on Debt Repayment
------------------------------------------------------------
Moody's Investors Service placed Greatbatch Ltd.'s ratings
including its B3 Corporate Family Rating("CFR") and B3-PD
Probability of Default rating on review for upgrade. At the same
time, Moody's affirmed the SGL-3 Speculative Grade Liquidity
rating.

This review is prompted by Integer Holdings Corporation's (the
parent company of Greatbatch Ltd.) May 3, 2018 announcement that it
will use $550 million in net proceeds from the sale of Advanced
Surgical and Orthopedics (AS&O) product lines to repay debt.

Integer's reported debt as of March 30, 2018 was around $1.56
billion. Accelerated repayment using the proceeds will reduce the
total debt to around $1.0 billion. This material debt reduction
will help Integer to accelerate deleveraging and increase its focus
on businesses in which the company has stronger competitive
advantages. Assuming that the company executes prepayment of loans
as announced, adjusted debt/EBITDA will decline substantially to
5.0-5.5, times from around 6.3 times at the end of fiscal 2017.

While the prospects of declining leverage is positive for
Greatbatch's credit profile, the lost revenue contribution of
around $350 million from the AS&O sale will shrink the company's
scale and diversity.

The ratings review will focus on: (1) the company's revised
business strategy without the AS&O business; and (2) financial
policies going forward including possible acquisitions and long
term leverage targets.

Ratings placed under review for upgrade:

Greatbatch Ltd.

Corporate Family Rating, B3

Probability of Default Rating, B3-PD

Senior secured first lien revolving credit facility, B2 (LGD3)

Senior secured first lien term loan A, B2 (LGD3)

Senior secured first lien term loan B, B2 (LGD3)

Senior unsecured notes, Caa2 (LGD6)

Rating affirmed:

Greatbatch Ltd.

Speculative Grade Liquidity Rating, SGL-3

Outlook Actions:

Greatbatch Ltd.

Outlook, Changed To Rating Under Review From Stable

RATINGS RATIONALE

Greatbatch's B3 CFR (under review for upgrade) reflects Moody's
expectation that the company will operate with high financial
leverage, modest interest coverage, and very high customer
concentration. In addition, medical device industry trends -- such
as lower inventory levels and longer payment terms -- will
negatively affect sales, earnings and cash flow. However, the
rating is supported by the company's solid scale and market
position in the highly fragmented medical device outsourcing sector
as well as expected cost synergies.

The principal methodology used in these ratings was Medical Product
and Device Industry published in June 2017.

Headquartered in Frisco, TX, Integer Holdings Corporation (the
parent of Greatbatch Ltd.) performs contract manufacturing
services, primarily for companies within the medical device
industry. The company provides technologies and manufacturing
contract services to medical device original equipment
manufacturers in cardiac, neuromodulation, orthopedics, vascular,
advanced surgical and portable medical markets. Revenues for fiscal
2017 were approximately $1.5 billion.


GREEN MEADOW: Involuntary Chapter 11 Case Summary
-------------------------------------------------
Alleged Debtor:   Green Meadow Investments LLC
                  1287 Central Avenue
                  Johnston, RI 02919

Type of Business: Green Meadow Investments LLC is a real estate
                  holding company in Johnston, Rhode Island.

Case Number:      18-10788

Involuntary
Chapter 11
Petition Date:    May 7, 2018

Court:            United States Bankruptcy Court
                  District of Rhode Island (Providence)

Judge:            Hon. Diane Finkle

Petitioner:       Northeast Equity Partners LLC
                  31 James P. Murphy Highway
                  West Warwick, RI 02893

Petitioner's
Counsel:          Andrew R. Bilodeau, Esq.
                  BILODEAU CAPALBO LLC
                  1300 Division Road Suite 201
                  West Warwick, RI 02893
                  Tel: (401) 300-4055
                  Fax: 401-633-7511
                  Email: abilodeau@bilodeaucapalbo.com

Petitioner's
Claim Amount:     $657,843

A full-text copy of the Involuntary Petition is available for free
at: http://bankrupt.com/misc/rib18-10788.pdf


GREEN PLAINS: S&P Puts 'B' Corp Rating on CreditWatch Positive
--------------------------------------------------------------
S&P Global Ratings placed its 'B' corporate credit rating on Omaha,
Neb.-based Green Plains Inc., and its 'BB-' issue-level rating on
the company's $500 million senior secured term loan B due 2023, on
CreditWatch with positive implications.

Green Plains announced a portfolio optimization plan on May 7, 2018
that will likely transform the capital structure, while refocusing
the asset base to better serve the faster-growing ethanol export
markets and increase protein-related revenues from its ethanol
operations. Importantly, the company plans to sell assets that are
not aligned with the new strategic focus and use the proceeds from
those asset sales to pay down its $500 million term loan B and the
remaining balance of the 3.25% convertibles. If executed as
contemplated, this will have the effect of strengthening the
company's financial risk profile. S&P said "Because we view this
plan as generally positive for credit, we are placing the rating on
CreditWatch with positive implications. However, we note that more
information is necessary, especially on the asset sales and the
accelerated debt pay-down aspects of the plan, before we can decide
on an appropriate rating action."

The decision to sell assets and use the proceeds to pay down the
$500 million term loan B could have a material positive impact on
the financial risk profile and the credit rating over the remainder
of 2018. S&P said, "We will monitor the developments with the
company's new portfolio optimization plan to focus its ethanol
production on export markets while upgrading plants with better
protein technology. We expect to find out more information over the
next few months concerning which assets will be sold, how much cash
will be generated from the asset sales, how much debt will be paid
down as a result, and over what timeframe this is all likely to
occur."


H.R.P. II: Taps Shaw Fishman as Legal Counsel
---------------------------------------------
H.R.P. II, LLC, seeks approval from the U.S. Bankruptcy Court for
the Northern District of Indiana to hire Shaw Fishman Glantz &
Towbin LLC as its legal counsel.

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

The firm's hourly rates range from $400 to $750 for members, $425
to $475 for of counsel, $290 to $380 for associates, and $150 to
$250 for paralegals.

Gordon Gouveia II, Esq., a member of Shaw Fishman and the attorney
who will be handling the case, will charge $450 per hour.  The
Debtor has agreed to pay his firm a $15,000 security retainer.

Mr. Gouveia 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:

     Gordon E. Gouveia II, Esq.
     Shaw Fishman Glantz & Towbin LLC
     321 North Clark Street, Suite 800
     Chicago, IL 60654
     Phone: (312) 541-0151
     Fax: (312) 980-3888
     E-mail: ggouveia@shawfishman.com

                    About H.R.P. II LLC

H.R.P. II LLC sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. N.D. Ind. Case No. 17-21695) on June 15, 2017.  At the
time of the filing, the Debtor estimated assets of less than $1
million and liabilities of less than $500,000.  Judge James R.
Ahler presides over the case.


HEARTHSIDE GROUP: S&P Affirms 'B' CCR & Alters Outlook to Negative
------------------------------------------------------------------
S&P Global Ratings affirmed its 'B' corporate credit rating on U.S.
based Hearthside Group Holdings LLC and revised the outlook to
negative from stable.

S&P said, "At the same time, we assigned a 'B' corporate credit
rating to Hearthside's parent, H-Food Holdings LLC. The outlook is
negative.

"Additionally, we assigned a 'B' issue-level rating and '3'
recovery rating to the proposed senior secured credit facility that
is composed of a $150 million undrawn revolver due 2023 and a $1.12
billion term-loan due 2025. The '3' recovery rating indicates our
expectation for meaningful (50%-70%, rounded estimate 55%) recovery
in the event of a payment default.

"We also assigned a 'CCC+' issue-level rating and a '6' recovery
rating to the proposed $375 million senior unsecured notes due
2026. The '6' recovery rating indicates our expectation for
negligible recovery (0%-10%, rounded estimate 0%) in the event of a
payment default.

"We will withdraw our corporate credit rating at Hearthside Group
Holdings LLC. at the close of this transaction and maintain our
ratings going forward at H-Food Holdings LLC.

"Our ratings affirmation reflects our expectation for Hearthside to
reduce leverage towards 7x over the next 12 months as the company
realizes productivity savings, synergies, and earnings from a new
plant and customer. The negative outlook reflects our view that the
proposed capital structure pro forma for the leveraged buyout (LBO)
will increase leverage to 8.5x at close. This is above our prior
expectations of leverage to be in the 5x-6x range for 2018."

Charlesbank Capital Partners and Partners Group are purchasing a
97% stake of the company for $2.4 billion. The new sponsors are
increasing the company's funded debt by almost $500 million,
resulting in leverage being managed at higher levels. S&P said, "We
note that our adjusted leverage is higher than the 6.7x ratio that
the deal is being marketed as because we do not give credit for all
the addbacks the company is allowed under the credit agreement. The
credit agreement allows for synergies that do not need to be
realized for 18 months, and run-rates for new customers and
facilities to be added back to trailing-12-month EBITDA. Our
projections give credit for these savings and synergies as we
expect the company to realize them in 2018 and 2019. These savings
should help the company reduce financial leverage towards 7x by the
end of 2018, which supports our ratings. The new capital structure
also increases interest costs by about $30 million per year,
lowering free operating cash flows by the same amount. We believe
this will limit the company's flexibility to run its business.
Nevertheless, we still expect at least $50 million of annual free
operating cash flow, which is better than similarly rated peers'."

S&P said, "The negative outlook reflects the likelihood that we
could lower the ratings over the next 12 months if the company is
unable to reduce leverage towards 7x largely through EBITDA growth
from cost-savings and synergies and increased volumes.

"We could lower the rating if the company is unable to achieve its
productivity savings or anticipated earnings from its new bar
facility in Europe, leading to leverage sustained over 7.5x.
Additionally, we could lower the ratings if its new owners
Charlesbank and Partners Group exhibit more aggressive financial
policies, such as debt-financed dividends or acquisitions, in the
near to medium term. Free operating cash flow of less than $50
million could also lead to a lower rating.

"We could revise the outlook to stable if the company is able to
achieve about $25 million of incremental EBITDA from a combination
of productivity savings, synergies and earnings from new business
whereby leverage is reduced towards 7x. In addition, the company
would need to sustain free operating cash flow generation above $50
million."   


HIGH RIDGE BRANDS: Moody's Junks Corp. Rating to Caa2
-----------------------------------------------------
Moody's Investors Service downgraded the Corporate Family Rating
("CFR") of High Ridge Brands Co. ("High Ridge") to Caa2 from B3,
and its Probability of Default Rating to Caa2-PD from B3-PD.
Moody's also downgraded the company's unsecured notes to Caa3 from
Caa1. The rating outlook is negative.

The downgrade of the CFR reflects meaningful revenue and earnings
deterioration, including the loss of distribution for a number of
products at Wal-Mart. Moody's also has growing concerns related to
the sustainability of the company's capital structure given the
High Ridge's very high financial leverage, and the risk that
earnings will continue to fall over the next year.

The negative outlook reflects Moody's uncertainty regarding High
Ridge's ability to stabilize revenue declines quickly given the
distribution losses and ongoing competitive industry pressures. In
addition, Moody's believes that High Ridge's operating performance
and resulting credit metrics will remain weak over the next 12-18
months. Continued operating challenges could lead to further
downgrades.

The following is a summary of Moody's rating actions:

Ratings downgraded:

High Ridge Brands Co.

Corporate Family Rating to Caa2 from B3

Probability of Default Rating to Caa2-PD from B3-PD

$250 million Unsecured Notes due 2025 to Caa3 (LGD5) from Caa1
(LGD5)

The rating outlook is negative

RATINGS RATIONALE

High Ridge's Caa2 CFR reflects its modest scale with annual
revenues under $350 million and very high financial leverage with
debt to EBITDA over 10x. This very high leverage is in part due to
revenue and earnings weakness reflecting distribution losses for a
number of products at Wal-Mart and lackluster demand for the
company's consumer skin care and hair care products. The company
could face difficulty mitigating revenue and earnings declines.
This would impact High Ridge's credit metrics, constrain its
ability to repay debt, and pressure the company's liquidity
position. Moody's anticipates that the company will continue to
operate with considerable financial leverage over the next year.
Supporting the rating is the company's good position as a provider
of value-oriented niche personal care products and adequate
liquidity.

Should High Ridge's liquidity weaken, or should Moody's feel the
company's capital structure is becoming increasingly unsustainable,
ratings could be downgraded further. This would include an
increased probability that High Ridge will pursue a restructuring
or other transaction that Moody's would consider a distressed
exchange, and hence a default.

Before Moody's would consider an upgrade, High Ridge would need to
materially improve its operating performance and reduce its
financial leverage. Moody's would need to gain greater comfort that
High Ridge's capital structure is sustainable before considering an
upgrade.

Headquartered in Stamford, CT, High Ridge Brands Co. is engaged in
the marketing, sales and distribution of personal care products in
the hair care, skin cleansing and oral care categories. The company
is owned by private equity firm Clayton, Dubilier & Rice and
generates annual revenues of about $335 million.

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


ICONIX BRAND: Posts $32.7 Million Net Income in First Quarter
-------------------------------------------------------------
Iconix Brand Group, Inc., reported financial results for the first
quarter ended March 31, 2018.

John Haugh, CEO of Iconix commented, "Following intense focus on
our balance sheet resulting in the successful resolution of all
near term debt obligations, we are excited to speak with the
investor community to discuss progress on our growth initiatives.

"During the quarter, we launched Umbro with Target.  The product
looks great and customers are responding favorably.  We are
thrilled to bring Umbro's world leadership in soccer apparel and
equipment to a valuable partner like Target.

"We have demonstrated our ability to successfully reposition some
of our core brands and we continue to work closely with our
best-in-class licensees to maintain the strength of our long-term
partnerships, while evaluating opportunities to drive brand
portfolio growth.

"We are thus maintaining our revenue and free cash flow guidance
for the year."

2018 Guidance:

   * Reiterating previously announced full year revenue guidance
     of $190 million to $220 million

   * On track to deliver approximately $12 million of full year
     cost-savings, aligning expenses with revenue base

   * Previous GAAP net income guidance of approximately $7 million

     to $17 million, being increased to $17 million to $27 million

     principally due to the Q1 gain on extinguishment of debt and
     the elimination of non-cash interest expense related to the
     Company's 5.75% convertible notes

   * Reiterating non-GAAP net income guidance of $20 million to
     $30 million

   * Reiterating full year free cash flow guidance of $50 million
     to $70 million

     It should be noted that GAAP net income will be affected by
     non-cash adjustments to fair value from the Company's 5.75%
     Convertible Notes.  Such periodic adjustments to fair value
     cannot be estimated in advance and thus are not taken into
     account in guidance.

For the first quarter of 2018, total revenue was $48.5 million, a
17% decline as compared to $58.7 million in the prior year quarter.
Such decline was expected principally as a result of the
transition of the Company's Danskin, Ocean Pacific and Mossimo
DTR's in the Company's Women's segment, as previously announced.
Revenue in the first quarter of 2017 included approximately $1.0
million of licensing revenue from the Company's Southeast Asia
joint venture which was deconsolidated in the second quarter of
2017.  As a result, there was no comparable revenue for this item
in the first quarter of 2018.  Excluding Southeast Asia, revenue
declined approximately 16% for the first quarter of 2018.

In the first quarter 2018 the Company adopted a new revenue
recognition accounting standard (ASU No. 2014-09 Revenue from
Contracts with Customers -- Topic 606).  Adoption of the standard
decreased Q1 2018 revenue by approximately $1.9 million but is
expected to increase full-year 2018 revenue by approximately $2.5
to $3 million.

Total SG&A expenses in the first quarter of 2018 were $28.6
million, a 13% increase compared to $25.4 million in the first
quarter of 2017.  However, 2018 includes a number of unique items,
including special charges, restructuring costs, and a non-cash
purchase accounting adjustment.  Adjusting for these items in 2018
and special charges in 2017, SG&A decreased approximately $1.1
million or 5%.  Stock based compensation was $1.0 million in the
first quarter of 2018 as compared to $1.7 million in the first
quarter of 2017.

Gain on sale of trademarks in the first quarter of 2018 were $1.1
million.  The gain on sale of trademarks for the current quarter
was related to the completion of the sale of the Sharper Image and
Badgley Mischka trademarks from certain of the Company's
international joint ventures.

Operating income for the first quarter of 2018 was $20.5 million,
as compared to $33.6 million in the first quarter of 2017.
Operating margin for the first quarter 2018 was 42% as compared to
58% in the first quarter 2017.  However, when excluding special
charges, restructuring costs, non-cash purchase accounting
adjustments and gain on sale of trademarks from 2018 results and
special charges from 2017 results, operating income is $25.8
million and $35.8 million in 2018 and 2017, respectively, and
operating margin is 53% and 61% in 2018 and 2017, respectively.

Interest expense in the first quarter of 2018 was $14.5 million, as
compared to interest expense of $15.0 million in the first quarter
of 2017.  The Company's reported interest expense includes non-cash
interest related to its 1.50% Convertible Notes of approximately
$3.0 million in the first quarter of 2018 as compared to $4.0
million in the first quarter of 2017.

In the first quarter of 2018, the Company recognized a $24.4
million gain resulting from the Company's accounting for the 5.75%
Convertible Notes which requires recording the fair value of this
debt at the end of each period with any change from the prior
period accounted for as other income or loss in the current
period's income statement.  The first quarter of 2018 also includes
a gain of $4.5 million related to the early extinguishment of a
portion of the Company's 1.50% Convertible Notes and a $1.0 million
gain related to the final payment received from the sale of its
minority interest in Complex Media in 2016.  This compares to a
loss of $5.5 million related to the early extinguishment of a
portion of the Company's term loan in the first quarter of 2017.
The Company has excluded these amounts from its non-GAAP results.

The effective income tax rate for the first quarter of 2018 is
approximately 4.4% which resulted in a $1.7 million income tax
provision, as compared to an effective income tax rate of 46.0% in
the prior year quarter which resulted in a $5.9 million income tax
provision.  The decrease in the effective tax rate for the first
quarter is primarily as a result of the release of a portion of the
valuation allowance on deferred tax assets, as well as the impact
of the gain related to the mark-to-market adjustment from the
Company's 5.75% Convertible Notes in the current quarter of which a
large portion was a permanent difference and therefore no tax was
provided. Excluding any mark-to-market adjustments from the
Company's 5.75% Convertible Notes, we expect the full year 2018 tax
rate to be approximately 32% and approximately 30% on a GAAP basis
and non-GAAP basis, respectively.

GAAP net income from continuing operations attributable to Iconix
Brand Group, Inc. for the first quarter of 2018 reflects income of
$32.7 million as compared to income of $4.4 million in the first
quarter of 2017.  GAAP diluted EPS from continuing operations for
the first quarter of 2018 reflects income of $0.51 as compared to
income of $0.06 in the first quarter of 2017.

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

                     https://goo.gl/MJgvMt

                       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.

The Company stated in its 2017 Annual Report that 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.


IHEART COMMUNICATIONS: CCOH Recognizes $855.6M Loss on Note Due
---------------------------------------------------------------
Clear Channel Outdoor Holdings, Inc. on April 30 reported financial
results for the fourth quarter and year ended December 31, 2017.

Fourth Quarter 2017 Results

Consolidated

Consolidated revenue increased $6.6 million, or 0.9%, during the
fourth quarter of 2017 as compared to the fourth quarter of 2016.
Consolidated revenue decreased $1.9 million, or 0.3%, after
adjusting for a $26.7 million impact from movements in foreign
exchange rates and the $18.2 million impact from the sale of
certain businesses.

Consolidated direct operating and SG&A expenses increased $24.6
million, or 5.1%, during the fourth quarter of 2017 as compared to
the fourth quarter of 2016.  Consolidated direct operating and SG&A
expenses increased $17.4 million, or 3.7%, in the fourth quarter,
after adjusting for a $20.9 million impact from movements in
foreign exchange rates and the $13.7 million impact from the sale
of certain businesses.

Consolidated operating income decreased 64.3% to $89.6 million,
during the fourth quarter of 2017 as compared to the fourth quarter
of 2016, primarily due to the net gain of $127.6 million recognized
on the sale of our business in Australia in the fourth quarter of
2016.

Full Year 2017 Results

Consolidated revenue decreased $97.6 million, or 3.6%, during 2017
as compared to 2016.  Consolidated revenue increased $29.5 million,
or 1.2%, after adjusting for a $8.6 million impact from movements
in foreign exchange rates and the $135.7 million impact of markets
and businesses sold in 2016.

Consolidated direct operating and SG&A expenses decreased $25.9
million, or 1.3%, during 2017 as compared to 2016.  Consolidated
direct operating and SG&A expenses increased $76.1 million, or
4.2%, during 2017 as compared to 2016, after adjusting for a $6.7
million impact of movements in foreign exchange rates and the
$108.7 million impact of markets and businesses sold in 2016.

Consolidated operating income decreased 63.5% to $232.4 million,
during 2017 as compared to 2016, primarily due to the net gain of
$278.3 million on sale of nine non-strategic outdoor markets in the
first quarter of 2016 and the net gain of $127.6 million on sale on
the Company's Australia business in the fourth quarter of 2016,
partially offset by the $56.6 million loss, which includes $32.2
million in cumulative translation adjustments, on the sale of its
Turkey business in the second quarter of 2016.

Liquidity and Financial Position

On October 5, 2017, the Company made a demand for repayment of
$25.0 million outstanding under the Due from iHeartCommunications
Note and simultaneously paid a special cash dividend of $25.0
million.  iHeartCommunications received approximately 89.5%, or
approximately $22.4 million, of the proceeds of the dividend
through its wholly-owned subsidiaries, with the remaining
approximately 10.5%, or approximately $2.6 million, of the proceeds
of the dividend paid to our public stockholders.  On October 31,
2017, the Company made a demand for repayment of $25.0 million
outstanding under the Due from iHeartCommunications Note and
simultaneously paid a special cash dividend of $25.0 million.
iHeartCommunications received approximately 89.5%, or approximately
$22.4 million, of the proceeds of the dividend through its
wholly-owned subsidiaries, with the remaining approximately 10.5%,
or approximately $2.6 million, of the proceeds of the dividend paid
to the Company's public stockholders.  On January 24, 2018, the
Company made a demand for repayment of $30.0 million outstanding
under the Due from iHeartCommunications Note and simultaneously
paid a special cash dividend of $30.0 million.
iHeartCommunications received approximately 89.5%, or approximately
$26.8 million, of the proceeds of the dividend through its
wholly-owned subsidiaries, with the remaining approximately 10.5%,
or approximately $3.2 million, of the proceeds of the dividend paid
to its public stockholders.

On November 29, 2017, the "Due from iHeartCommunications" note was
amended to extend its maturity from December 15, 2017 to May 15,
2019.  The note's interest rate was also amended and increased from
6.5% to 9.3%.  Any balance above $1.0 billion continues to accrue
interest capped at a rate of 20.0%, while the balance up to $1.0
billion will accrue interest at a rate of 9.3%.

At December 31, 2017, the principal amount outstanding under the
Due from iHeartCommunications Note was $1,067.6 million.  As a
result of the voluntary petition by iHeartMedia,
iHeartCommunications and certain of their subsidiaries for
reorganization under Chapter 11 of the United States Bankruptcy
Code (the "iHeart Chapter 11 Cases"), CCOH recognized a loss of
$855.6 million on the Due from iHeartCommunications Note during the
fourth quarter of 2017 to reflect the estimated recoverable amount
of the note as of December 31, 2017, based on management's best
estimate of the cash settlement amount.  As of December 31, 2017,
the Company had no borrowings under the revolving promissory note
to iHeartCommunications.

      About iHeartMedia, Inc. and iHeartCommunications, Inc.

iHeartMedia, Inc. (PINK:IHRT), the parent company of
iHeartCommunications, Inc., is a global media and entertainment
company.  Based in San Antonio, Texas, iHeartCommunications
specializes in radio, digital, outdoor, mobile, social, live
events, on-demand entertainment and information services for local
communities, and uses its unparalleled national reach to target
both nationally and locally on behalf of its advertising partners.
The Company operates 849 radio stations.  The Company's outdoor
business reaches over 34 countries across five continents.

To implement a balance sheet restructuring, iHeartMedia and 38 of
its subsidiaries, including iHeartCommunications, Inc., filed
voluntary petitions for relief under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 18-31274) on March
14, 2018.  The cases are pending before the Honorable Marvin Isgur,
and the Debtors have requested joint administration of the cases.

Clear Channel Outdoor Holdings, Inc. and its subsidiaries did not
commence Chapter 11 proceedings.

As of Sept. 30, 2017, iHeartCommunications had $12.25 billion in
total assets, $23.93 billion in total liabilities, and a total
stockholders' deficit of $11.67 billion.

The Debtors have hired Kirkland & Ellis LLP as legal counsel;
Jackson Walker L.L.P. as local bankruptcy counsel; Munger, Tolles &
Olson LLP as conflicts counsel; Moelis & Company and Perella
Weinberg Partners L.P as financial advisors; Alvarez & Marsal as
restructuring advisor; and Prime Clerk LLC as notice & claims
agent.

The 2021 Noteholder Group is represented by Gibson Dunn & Crutcher
LLP and Quinn Emanuel Urquhart & Sullivan, LLP as co-counsel; and
GLC Advisors & Co. as financial advisor.  The ad hoc group of Term
Loan Lenders is represented by Arnold & Porter Kaye Scholer LLP as
counsel; and Ducera Partners as financial advisor.  The Legacy
Noteholder Group is represented by White & Case LLP as counsel.
The Debtors' equity sponsors are represented by Weil, Gotshal &
Manges LLP as counsel.


INTERNATIONAL STEM CELL: Mayer Hoffman Raises Going Concern Doubt
-----------------------------------------------------------------
International Stem Cell Corporation filed with the U.S. Securities
and Exchange Commission its annual report on Form 10-K, disclosing
a net loss of $6.07 million on $7.46 million of total revenues for
the fiscal year ended December 31, 2017, compared to a net loss of
$1.08 million on $7.16 million of total revenues for the year ended
in 2016.

Mayer Hoffman McCann P.C. states that the Company has incurred
recurring operating losses and is dependent on additional financing
to fund operations.  These conditions raise substantial doubt about
the Company's ability to continue as a going concern.

The Company's balance sheet at December 31, 2017, showed total
assets of $6.86 million, total liabilities of $4.70 million, all
current, and a total stockholders' equity of $2.06 million.

A copy of the Form 10-K is available at:
                              
                       https://is.gd/5Uzldc

             About International Stem Cell Corporation

International Stem Cell Corporation (ISCO) is a biotechnology
company based in Carlsbad, California.  The Company currently has
no revenue generated from its principal operations in therapeutic
and clinical product development; it has generated revenue from its
two commercial businesses, cosmetic and research products, of a
total of $7.5 million and $7.2 million for the years ended December
31, 2017 and 2016, respectively.  



JAGUAR HEALTH: BDO USA, LLP Raises Going Concern Doubt
------------------------------------------------------
Jaguar Health, Inc., filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K, disclosing a net loss of
$21,968,614 on $4,361,186 of total revenue for the fiscal year
ended December 31, 2017, compared to a net loss of $14,733,780 on
$141,523 of total revenue for the year ended in 2016.

BDO USA, LLP, in San Francisco, Calif., states that the Company has
suffered recurring losses from operations and an accumulated
deficit that raise substantial doubt about its ability to continue
as a going concern.

The Company's balance sheet at December 31, 2017, showed total
assets of $43.63 million, total liabilities of $26.37 million, and
a total stockholders' equity of $17.26 million.

A copy of the Form 10-K is available at:
                              
                       https://is.gd/1oWaqQ

                     About Jaguar Health, Inc.

Jaguar Health, Inc., is a commercial stage natural-products
pharmaceuticals company focused on developing novel, sustainably
derived gastrointestinal products on a global basis.  The company
is based in San Francisco, California.


JONES ENERGY: Incurs $29 Million Net Loss in First Quarter
----------------------------------------------------------
Jones Energy, Inc., filed with the Securities and Exchange
Commission its Quarterly Report on Form 10-Q reporting a net loss
of $28.92 million on $57.48 million of total operating revenues for
the three months ended March 31, 2018, compared to a net loss of
$3.51 million on $41.23 million of total operating revenues for the
three months ended March 31, 2017.

As of March 31, 2018, Jones Energy had $1.94 billion in total
assets, $1.29 billion in total liabilities, $89.66 million in
series A preferred stock, and $558.35 million in total
stockholders' equity.

Net cash provided by operating activities was $39.6 million during
the three months ended March 31, 2018 as compared to $13.6 million
during the three months ended March 31, 2017.  The increase in
operating cash flows was primarily due to the $17.4 million
increase in oil and gas revenues for the three months ended March
31, 2018 as compared to the three months ended March 31, 2017,
primarily driven by the increase in production volumes, as well as
commodity prices.

Net cash used in investing activities was $72.8 million during the
three months ended March 31, 2018 as compared to $16.9 million
during the three months ended March 31, 2017.  The decrease in
investing cash flow was primarily driven by a reduction in current
period settlements of matured derivative contracts ($38.1 million).
Additionally, capital spend related to our continued drilling
program increased year-over-year ($23.1 million) further decreased
investing cash flows.

Net cash provided by / (used in) financing activities was cash
provided of $244.8 million during the three months ended March 31,
2018 as compared to cash used of $22.6 million during the three
months ended March 31, 2017.  The increase in financing cash flows
was primarily due to the issuance of the 2023 First Lien Notes on
Feb. 14, 2018.  Upon issuance, the Company received proceeds of
$438.9 million.  The Company used the proceeds from the offering to
repay $206.0 million of the outstanding borrowings under the
Revolver.

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

                      https://is.gd/M8Zi8r

                       About Jones Energy

Austin, Texas-based Jones Energy, Inc. is an independent oil and
natural gas company engaged in the development and acquisition of
oil and natural gas properties in the Anadarko basin of Oklahoma
and Texas.  Additional information about Jones Energy may be found
on the Company's website at: www.jonesenergy.com.

Jones Energy reported a net loss attributable to common
shareholders of $109.41 million in 2017, a net loss attributable to
common shareholders of $45.22 million in 2016, and a net loss
attributable to common shareholders of $2.38 million in 2015.

As of Dec. 31, 2017, Jones Energy had $1.71 billion in total
assets, $1.03 billion in total liabilities, $89.53 million in
Series A preferred stock, and $586.13 million in total
stockholders' equity.

                      NYSE Noncompliance

On March 23, 2018, the New York Stock Exchange notified the Company
that it was non-compliant with certain continued listing standards
because the price of the Company's Class A common stock over a
period of 30 consecutive trading days had fallen below $1.00 per
share, which is the minimum average closing price per share
required to maintain a listing on the NYSE.  The Company now has a
six-month cure period to regain compliance.  Within the cure
period, the Company may regain compliance if the closing price per
share is $1.00 or higher on the last trading day of a given month,
or at the end of the cure period.  Additionally, the 30-day average
closing price per share must also be $1.00 or higher.  The Company
previously received a similar notice on Dec. 26, 2017, but regained
compliance on Feb. 1, 2018.

                           *    *    *

As reported by the TCR on April 16, 2018, Fitch Ratings has
downgraded the Long-Term Issuer Default Rating (IDR) of Jones
Energy Holdings, LLC (JEH) and its parent, Jones Energy Inc. (NYSE:
JONE) to 'CCC-' from 'CCC'.


JWCCC LLC: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: JWCCC, LLC
           aka Marshall Grain Company
        3525 William D. Tate Ave.
        Grapevine, TX 76051

Business Description: Marshall Grain Company operates an
                      organic garden center and a pet supply store
                      in North Texas.  The Company has been
                      serving the needs of organic gardeners,
                      urban farmers, modern homesteaders, and pet
                      lovers since 1946.  Through its Landscape
                      Services Division, Marshall Grain offers
                      design and installation projects, drainage
                      and irrigation services, hardscaping, and
                      organic maintenance services.  Currently the
                      division serves Grapevine and its
                      surrounding cities.  Visit
                      http://www.marshallgrain.comfor more
                      information.

Chapter 11 Petition Date: May 8, 2018

Court: United States Bankruptcy Court
       Northern District of Texas (Ft. Worth)

Case No.: 18-41853

Debtor's Counsel: Behrooz P. Vida, Esq.
                  THE VIDA LAW FIRM, PLLC
                  3000 Central Drive
                  Bedford, TX 76021
                  Tel: (817)358-9977
                  Fax: 817-358-9988
                  Email: filings@vidalawfirm.com

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

Estimated Liabilities: $1 million to $10 million

The petition was signed by James W. Connelley, managing 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/txnb18-41853.pdf


K & T DYSON: Taps John Gordon as Bankruptcy Attorney
----------------------------------------------------
K & T Dyson Trucking LLC seeks approval from the U.S. Bankruptcy
Court for the District of Maryland to hire an attorney in
connection with its Chapter 11 case.

The Debtor proposes to employ John Gordon, Esq., to give legal
advice regarding its duties under the Bankruptcy Code; prepare a
plan of reorganization; and provide other legal services related to
the case.

Mr. Gordon will charge an hourly fee of $395 for his services.
Paralegals will charge $195 per hour.

In a court filing, Mr. Gordon disclosed that he does not represent
any interests adverse to the Debtor or its estate.

Mr. Gordon can be reached through:

     John C. Gordon, Esq.
     736 Ticonderoga Avenue
     Severna Park, MD 21146
     Phone: (410) 340-0808
     Fax: (410) 544-1244
     Email: johngordon@me.com
     Email: jcglaw@icloud.com

                 About K & T Dyson Trucking

K & T Dyson Trucking, LLC, is a privately-held company in Valley
Lee, Maryland, that operates in the waste collection industry.  

K & T Dyson Trucking sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Md. Case No. 18-13945) on March 26,
2018.  In the petition signed by Kevin D. Dyson, president and
chief executive officer, the Debtor estimated assets of less than
$50,000 and liabilities of $1 million to $10 million.  Judge
Wendelin I. Lipp presides over the case.


KAFKA CONSTRUCTION: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: Kafka Construction Inc.
        39-24 28th Street
        Long Island City, NY 11101

Business Description: Kafka Construction Inc. is a general
                      contractor in Long Island City, New York.

Chapter 11 Petition Date: May 7, 2018

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

Case No.: 18-42637

Judge: Hon. Elizabeth S. Stong

Debtor's Counsel: Robert J. Spence, Esq.
                  SPENCE LAW OFFICE, P.C.
                  55 Lumber Road, Suite 5
                  Roslyn, NY 11576
                  Tel: (516) 336-2060
                  Fax: (516) 605-2084
                  Email: rspence@spencelawpc.com

Estimated Assets: $0 to $50,000

Estimated Liabilities: $1 million to $10 million

The petition was signed by Costas Katsifas, 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/nyeb18-42637.pdf


KEANE GROUP: Moody's Assigns B2 CFR, Outlook Positive
-----------------------------------------------------
Moody's Investors Service assigned a B2 Corporate Family Rating
(CFR) and B2-PD Probability of Default Rating (PDR) to Keane Group
Holdings, LLC (Keane). Concurrently, Moody's assigned a B3 rating
to Keane's proposed $350 million senior secured term loan due 2025.
Moody's also assigned Keane a Speculative Grade Liquidity (SGL)
rating of SGL-1. The rating outlook is positive.

Keane Group Holdings, LLC is a wholly owned subsidiary of Keane
Group, Inc., a publicly traded oilfield services provider. Proceeds
from the proposed term loan will be used to refinance Keane's
existing $282 million senior secured term loan (unrated), to pay
related fees and expenses, and for general corporate purposes. The
transaction is expected to close in late May 2018.

Assignments:

Issuer: Keane Group Holdings, LLC

Corporate Family Rating, Assigned B2

Probability of Default Rating, Assigned B2-PD

Speculative Grade Liquidity Rating, Assigned SGL-1

Gtd Senior Secured Term Loan B, Assigned B3 (LGD4)

Outlook Actions:

Issuer: Keane Group Holdings, LLC

Outlook, Assigned Positive

RATINGS RATIONALE

Keane's B2 CFR reflects the company's strong market position in a
highly cyclical industry. The company has built a leading platform
for fracturing services and navigated through a period of
challenging industry conditions through 2016. It has a limited
history operating at current scale which is largely the culmination
of two acquisitions in 2016 and 2017 that increased horsepower of
its fleet by nearly 3x. Moody's expects debt/EBITDA will decrease
towards 1x over the next 12 months. While leverage is currently
low, the rating reflects the cyclicality of the industry and
volatility of demand for oilfield services by exploration and
production (E&P) companies which can result in significant swings
in operating performance. Moreover, the oilfield services sector is
highly competitive with some significantly larger companies that
have greater financial resources, and product and service line
diversity. The rating incorporates Moody's expectation that Keane
will manage its balance sheet and liquidity prudently as it
executes on its growth strategies and a $100 million stock
repurchase program.

Moody's expects that Keane will continue to benefit in 2018 from
increased demand by E&P companies albeit at a more modest pace of
growth than 2017. Higher oil prices have driven increased rig
activity and enabled Keane to increase prices though Moody's
anticipates supply and demand dynamics could shift and constrain
further increases. As new fleets come online in the sector, there
is risk that supply grows faster than demand resulting in price
contraction while labor shortages could increase operating
expenses. The company has some customer concentration with its top
five comprising over a third and its top ten nearly two-thirds of
revenue in 2017, respectively. The company's fleet is strategically
well positioned with over half its horsepower located in the
Permian Basin, a region with the greatest level of drilling
activity in the US. The supply chain for sand used in pressure
pumping has experienced challenges and short supply could constrain
the company from operating its fleets at full potential.

The SGL-1 liquidity rating reflects Moody's expectation that the
company will maintain very good liquidity through mid-2019
supported by cash on the balance sheet, positive free cash flow,
and availability under its revolving credit facility. The ABL
revolver (unrated) has a $206 million borrowing base (on $300
million of commitments) and expires in December 2022.

The positive rating outlook reflects Moody's expectation for
continued revenue and EBITDA growth supporting debt/EBITDA
declining towards 1x over the next 12 months.

Factors that could lead to an upgrade include growing revenue and
EBITDA as forecasted in a demand environment that remains
supportive of current pricing levels and lower leverage; and
maintaining a conservative financial profile and funding share
repurchases within free cash flow.

Factors that could lead to a downgrade include debt/EBITDA
sustained above 3x, debt-funded acquisitions, or deterioration in
liquidity; more aggressive financial policies including stock
repurchases using the additional liquidity arising from the
transaction; or EBITDA/interest below 3x.

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

Keane, headquartered in Houston, Texas, is a publicly traded
provider of hydraulic fracturing services to E&P companies in the
United States. Affiliates of Cerberus Capital Management, L.P. own
50.7% of the company. Revenue for the year ended December 31, 2017
was $1.5 billion.


KELSO TECHNOLOGIES: Smythe LLP Casts Going Concern Doubt
--------------------------------------------------------
Kelso Technologies Inc. filed with the U.S. Securities and Exchange
Commission its annual report on Form 20-F, disclosing a net loss of
$5.01 million on $6.06 million of revenues for the fiscal year
ended December 31, 2017, compared to a net loss of $2.46 million on
$8.08 million of revenues for the year ended in 2016.

The audit report Smythe LLP in Vancouver, Canada, states that the
Company has an accumulated deficit of $19,288,072 as at December
31, 2017 and for the past few years has negative cash flows from
operations.  These events or conditions, along with other matters,
indicate that a material uncertainty exists that casts substantial
doubt on the Company's ability to continue as a going concern.

The Company's balance sheet at December 31, 2017, showed total
assets of $9.16 million, total liabilities of $1.60 million, and a
total stockholders' equity of $7.56 million.

A copy of the Form 20-F is available at:
                              
                       https://is.gd/3VJPHo

                     About Kelso Technologies

Kelso Technologies Inc. designs, engineers, markets, produces and
distributes various proprietary pressure relief valves and manway
securement systems designed to reduce the risk of environmental
harm due to non-accidental events in the transportation of
hazardous commodities via railroad tank cars.  In addition, the
Company is an engineering development company specializing in
proprietary service equipment used in transportation applications.
The Company is headquartered in British Columbia, Canada.


LEADVILLE CORP: Trustee Taps Wadsworth Warner as Legal Counsel
--------------------------------------------------------------
M. Stephen Peters, Chapter 11 trustee for Leadville Corporation,
received approval from the U.S. Bankruptcy Court for the District
of Colorado to hire Wadsworth Warner Conrardy, P.C., as its legal
counsel.

The firm will assist the trustee in the administration of the
Debtor's Chapter 11 case.  Wadsworth will charge at these hourly
rates:

         David Wadsworth     $425
         David Warner        $325
         Aaron Conrardy      $300
         Lacey Bryan         $225   
         Paralegals          $160

David Wadsworth, Esq., at Wadsworth, 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:

     David V. Wadsworth, Esq.
     Wadsworth Warner Conrardy, P.C.
     2580 W. Main Street, Suite 200  
     Littleton, CO 80120
     Phone: 303-296-1999
     Fax: 303-296-7600
     Email: dwadsworth@wwc-legal.com

                  About Leadville Corporation

Headquartered in Aurora, Colorado, Leadville Corporation was
organized in 1945 to acquire, explore and develop mining
properties, primarily in Lake and Park Counties, Colorado.

The petitioning creditors, La Plata Mountain Resources, Inc., Salem
Minerals, Inc., and Black Horse Capital, Inc., filed an involuntary
petition against Leadville Corporation (Bankr. D. Colo. Case No.
17-21646) on Dec. 27, 2017.  The case is assigned to Judge Michael
E. Romero.

Leadville Corporation is indebted to the Petitioning Creditors as
follows: (a) $7,501,738 to La Plata Mountain Resources, Inc., based
upon judgments it holds against the Debtor; (b) $14,766 to Black
Horse Capital, Inc. based upon tax liens it holds against the
Debtor; and (c) $17,311 to Salem Minerals, Inc., based upon tax
liens it holds against the Debtor.

The Petitioning Creditors are represented by Kenneth J. Buechler,
Esq., at Buechler & Garber, LLC.

M. Stephen Peters was appointed Chapter 11 trustee for the Debtor
on April 23, 2018.


LIFESCAN GLOBAL: Moody's Assigns B2 Corporate Family Rating
-----------------------------------------------------------
Moody's Investors Service assigned a B2 Corporate Family Rating and
B2-PD Probability of Default Rating to LifeScan Global Corporation.
Moody's also assigned a Ba2 rating to the company's $125 million
secured revolving credit facility, a B1 rating to its $1.4 billion
secured term loan B and a Caa1 rating to its $350 million junior
ranking secured term loan. The rating outlook is stable.

Proceeds from the new credit facilities and $473 million of equity
contributed by Platinum Equity, LLC will be used to acquire
LifeScan from Johnson & Johnson ("J&J") in a transaction valued at
approximately $2.1 billion.

The following ratings were assigned:

LifeScan Global Corporation:

Corporate Family Rating at B2

Probability of Default Rating at B2-PD

$125 million Gtd 1st Lien Senior Secured Revolving Credit Facility
expiring 2023 at Ba2 (LGD1)

$1.4 billion Gtd 1st Lien Senior Secured Term Loan B due 2025 at B1
(LGD3)

$350 million Gtd 2nd Lien Junior Senior Secured Term Loan due 2026
at Caa1 (LGD6)

Rating outlook: stable

RATING RATIONALE

LifeScan's B2 Corporate Family Rating reflects its ongoing declines
in revenue due to structural declines in volume and pricing for
blood glucose monitoring strips ("BGM"). Moody's expects that
LifeScan's revenues will continue to decline in the
mid-single-digit percentage range for at least the next
two-to-three years. Moody's expects that continuous glucose
monitoring systems -- a category where LifeScan has no presence --
will gain share over time. The company's ratings also reflect
execution risk around the 'carve out' of the company from J&J.
LifeScan's ratings reflect its moderate leverage, as Moody's
expects that debt/EBITDA will remain below four times. The company
also benefits from its very good liquidity, reflecting strong free
cash flow. LifeScan also benefits from its leading market position
in BGM products and its global presence with a majority of revenue
generated outside North America.

The Ba2 rating assigned to the secured revolving credit facility is
three notches higher than the CFR and two notches higher than the
secured term loan B. This reflects the collateral package, as well
as the fact that while it shares a first lien on assets with the
secured term loan B, in a default scenario, this revolver would
receive payment in full before any distributions to the secured
term loan B. The B1 rating assigned to the secured term loan B is
rated one notch higher than the CFR. This also reflects the
collateral package and the fact that it ranks senior to the junior
secured term loan. It also reflects that it effectively has a
second lien below the revolving credit facility as the revolver
would get paid out first in a liquidation scenario. The Caa1 rating
on the junior secured term loan reflects its effective
subordination to the revolving credit facility and term loan B.

The rating outlook is stable. Moody's expects that LifeScan will
maintain moderate leverage and successfully transition to a
stand-alone company.

Ratings could be upgraded if LifeScan is able to stabilize its
revenues. This would likely require product innovation and
continued growth in emerging markets. The company would also need
to successfully execute the transition to a stand-alone company.
Quantitatively, ratings could be upgraded if debt/EBITDA is
sustained below 3.5 times.

Ratings could be downgraded if consolidated revenue declines
accelerate, or if financial policies become more aggressive.
Ratings could also be downgraded if LifeScan experiences
operational challenges as it transitions to a stand-alone company.
Quantitatively, ratings could be downgraded if debt/EBITDA is
sustained above 4.5 times.

Headquartered in Chesterbrook, Pennsylvania and Zug, Switzerland,
LifeScan is a manufacturer and distributor of blood glucose
monitoring systems including meters, testing strips, lancets, point
of care testing systems and integrated digital solutions. Revenues
exceed $1.4 billion. LifeScan is currently a division of Johnson &
Johnson, and post-closing will be owned by affiliates of Platinum
Equity, LLC.

The principal methodology used in these ratings was Medical Product
and Device Industry published in June 2017.


MAINEGENERAL HEALTH: Fitch Affirms 'BB' Issuer Default Rating
-------------------------------------------------------------
Fitch Ratings has assigned MaineGeneral Health (MGH) a 'BB' Issuer
Default Rating (IDR). In addition, Fitch has affirmed at 'BB' the
rating on approximately $280.4 million outstanding series 2011
revenue bonds issued by the Maine Health and Higher Educational
Facilities Authority on behalf MGH.

The Rating Outlook is Stable.

SECURITY

The bonds are secured by a pledge of gross receipts, mortgage on
certain obligated group property and a debt service reserve fund.

ANALYTICAL CONCLUSION

The ratings and Outlook primarily reflect Fitch's expectation that
MGH will maintain a stable, albeit weaker, net leverage profile in
the rating case when a moderate economic stress scenario is
applied. The ratings further reflect Fitch's expectations for
sustained operational improvements over the next five fiscal years,
moderate future capital needs and 'midrange' revenue defensibility,
characterized by leading market share and gross patient revenues
that are not heavily reliant on Medicaid and self-pay, reflecting
mixed, but stable service area demographics.

KEY RATING DRIVERS

Revenue Defensibility: 'bbb'; Leading market share, mixed but
stable service area demographics

MGH's revenue defensibility is midrange, indicating low
Medicaid/self-pay as a percentage of revenue, a leading statewide
market share and mixed, but stable, service area demographics.
Maine's certificate of need (CON) regulations limit significant
competitive activity, supporting Fitch's expectation that MGH's
market position will remain stable.

Operating Risk: 'a'; Expectations for stabilized operations and
moderate capital needs

MGH's operating EBITDA and EBITDA margins have averaged 6.9% and
7.9%, respectively over the past five fiscal years (year-end June
30). Margins have improved during the first nine months of fiscal
2018, following weaker than average performance in fiscal 2017, due
to management's continued implementation of its financial
improvement plan. Fitch expects operations will stabilize at
improved levels that are consistent with performance through the
first nine months of fiscal 2018. MGH's average age of plant is
very low, following the opening of a replacement hospital and other
significant renovations in 2013 and 2014. Fitch expects MGH's
capital expenditures to average about 71% of depreciation expense
over the next five fiscal years, supporting expectations for
moderate lifecycle capital investment needs.

Financial Profile: 'bb'; Stable, but weaker net leverage under
stress scenario

Despite a fairly high degree of portfolio sensitivity, Fitch
expects MGH's leverage ratios to remain relatively stable through
the stress scenario, albeit at weak levels that are consistent with
a 'bb' assessment of its financial profile. Due to its low average
age of plant, Fitch believes MGH retains a fair degree of
flexibility in the timing of capital expenditures, supporting
expectations for a stable leverage profile in a stress scenario.
MGH's liquidity profile, characterized by improved debt service
coverage levels, adequate days cash on hand (DCOH) and access to
external liquidity sources through an investment-grade rated
financial institution, is neutral to the assessment of its
financial profile and supports the existing 'BB' rating.

Asymmetric Additional Risk Considerations

No asymmetric risk considerations were applied in the rating
determination.

RATING SENSITIVITIES

SUSTAINED OPERATIONAL IMPROVEMENTS: MGH's rating reflects Fitch's
expectation that the hospital's operating EBITDA margins will
stabilize at improved levels over the next five years. The rating
is sensitive to a sustained deterioration in this expected
operating trajectory, which has a commensurate negative effect on
MGH's forward-looking unrestricted cash and investment levels. The
rating could be upgraded if operating results materially exceed
Fitch's baseline expectations, resulting in cash-to-adjusted debt
and net adjusted debt-to-adjusted EBITDA ratios that are more
consistent with a rating at the higher end of the below-investment
grade category in a stress scenario.

CREDIT PROFILE

MGH is the third-largest health system in Maine, operating 192
licensed beds in Augusta and another healthcare center in
Waterville (20 miles north of Augusta), along with a full range of
primary, secondary and tertiary services and a 212-member employed
physician network. MGH also owns and operates long term care
facilities and a retirement community with independent and assisted
living services.

Revenue Defensibility

MGH's payor mix is heavily weighted toward governmental payors,
with approximately 60% of gross revenues coming from Medicare and
Medicaid combined in fiscal 2017. However, this ratio has been
relatively stable over the past three fiscal years and has declined
from approximately 65% in fiscal 2013. Medicaid alone decreased to
12.8% of gross revenues in fiscal 2017 from 15.9% in fiscal 2013.

Despite Maine not having yet adopted Medicaid expansion, self-pay
has remained within a tight range of between 3.5% and 4.5% of MGH's
gross revenues since fiscal 2013, representing 4.1% of gross
revenues in fiscal 2017. Medicaid and self-pay combined were at
17.9% of gross revenues in fiscal 2017 and 16.7% through the first
nine months of fiscal 2018, both well below Fitch's 25% threshold.

MGH maintains a stable, leading market position, which has
historically been about 60% of inpatient admissions from its
primary service area (PSA). However, the data source from which
this market share was derived in the past is no longer being
utilized at MGH. MGH now utilizes a broader comparison of market
share from the statewide Maine Hospital Association (MHA) dataset,
which is not zip code specific and therefore cannot be narrowed to
the PSA.

The MHA dataset reflects MGH as capturing 7.4% of statewide total
adjusted discharges in 2017, giving it leading statewide market
share as the third largest hospital in Maine, after Maine Medical
Center (MMC, part of Portland-based MaineHealth), located about 55
miles south, capturing 16.0% of statewide adjusted discharges and
Eastern Maine Medical Center (EMMC, part of Bangor-based Eastern
Maine Health System), located about 75 miles northeast, capturing
13.4% of statewide adjusted discharges. Neither MMC, nor EMMC is
located in MGH's PSA.

MGH's nearest competitor that is in its PSA is 48-bed Inland
Hospital (also part of Eastern Maine Health System), located about
16 miles north of Augusta in Waterville, which captured well below
half of MGH's market share at only 1.7% of statewide adjusted
discharges in 2017.

Fitch expects MGH's market share to remain stable, reinforced by
its replacement facility, as well as success in expanding its
medical staff and outpatient service lines. Moreover, Maine's CON
program, which regulates beds, major medical equipment, capital
expenditures, new health services and other related projects,
reduces the potential for new competition, supporting Fitch's
expectations for stability in MGH's market position.

MGH's PSA is defined as Kennebec County, which includes the state
capital of Augusta. Overall service area economic and demographic
characteristics are mixed, but stable, with lower than average
unemployment, flat population growth, and below-average income
levels.

Operating Risk

MGH's operating EBITDA and EBITDA margins have averaged 6.9% and
7.9%, respectively over the past five fiscal years. Operating
results were well above average in fiscal 2016, due to solid
revenue gains from increased outpatient and physician service
volumes, but deteriorated to levels slightly below historical
averages in fiscal 2017. Operating performance in fiscal 2017 was
driven partly by lower volumes due to physician access issues, with
hospital stays declining 1.7% from fiscal 2016. In addition, labor
cost increases and reimbursement challenges from leading commercial
health insurers pressured operations.

In response, management implemented a financial improvement plan of
both expense cuts and revenue growth initiatives that have improved
operating EBITDA and EBITDA margins to 7.8% and 8.1% respectively
through the first nine months of fiscal 2018. MGH realized
approximately $5 million of expense cuts towards the end of fiscal
2017 and expects to realize an additional approximate $9 million in
fiscal 2018, which is in line with the objectives laid out to Fitch
at its last review. Fitch's expectations are for MGH to continue to
demonstrate adequate cost management and modest top line revenue
growth through the balance of fiscal 2018, resulting in operating
EBITDA and EBITDA margins at fiscal year-end that are consistent
with performance through the nine month interim period.

Fitch's longer range expectations are for MGH's operating
performance to stabilize at this improved level, resulting in
operating EBITDA and EBITDA margins that average about 7.8% and
8.5%, respectively, over the next five fiscal years. Fitch bases
these expectations on the structural nature of MGH's cost
containment measures implemented as part of its financial
improvement plan, which positions the organization to sustain
operational improvements over the longer term. In addition, Fitch
expects MGH to see consistent revenue growth, based on its
continued success in growing its medical staff, as well as from
volume gains in both outpatient services and general and specialty
surgical procedures.

MGH opened a replacement hospital in Augusta in November 2013 and
completed significant renovations to its Thayer outpatient campus
in Waterville in 2014. The completion of these two projects
resulted in a significant decline in MGH's average age of plant to
8.1 years in fiscal 2017, from 11.0 years at the end of fiscal
2013. Since fiscal 2015, which represented the first full fiscal
year following completion of these projects, capital expenditures
have averaged about 49% of depreciation, reflecting the minimal
capital needs of these new facilities in the initial years of their
operation.

Fitch's expectations are for annual capital expenditures to average
about 71% of depreciation expense over the next five fiscal years.
In Fitch's view, this level of capital spending is adequate to
maintain MGH's clinical outcomes, given its exceptionally low
average age of plant, and underscores the moderate lifecycle
capital investment needs of its relatively new facilities. MGH has
no new largescale capital projects or additional debt planned at
this time.

MGH continues to be successful in physician recruitment, growing
its active medical staff to 299 as of March 31, 2018 (from 266 in
2013). Despite some departures during fiscal 2017, MGH continues to
grow its employed physician staff to 212 as of March 31, 2018, from
164 in fiscal 2013, a key element of its organizational strategy,
which should contribute to growth in top line revenues over time.

Financial Profile

MGH's liquidity position has historically been very light, with
cash-to-adjusted debt of 38.5% and net-adjusted-debt-to-adjusted
EBITDA (NADAE) of 5.2x at June 30, 2017. MGH's adjusted debt
totaled $339.8 million as of fiscal year-end 2017, including
approximately $293 million of long-term debt (including $2.6
million in capital leases), a $3 million draw on an outstanding
line of credit (which has since been repaid), the debt equivalent
(5x) of approximately $5.1 million in operating lease expense and
exposure to a liability under its defined benefit pension plan,
which was 76% funded as of fiscal year-end 2017. MGH's defined
benefit pension plan has been frozen since Dec. 31, 2004 and is not
accruing additional liabilities.

The base case reflects Fitch's expectations for operating
performance over the next five fiscal years, resulting in improving
cash flow and gradual liquidity accretion. Cash to adjusted debt
begins at 40% as of fiscal 2018 year-end and gradually improves to
51% in year five of the base case scenario. NADAE begins at 3.9x
and improves to 2.6x, again showing solid cash accretion through
the base case, which also incorporates Fitch's baseline
expectations for capital expenditures.

The rating case applies Fitch's standard stress over the five year
time period, which results in leverage ratios that remain
relatively stable through the cycle, albeit at weak levels that are
consistent with a 'bb' assessment of its financial profile. Cash to
adjusted debt declines incrementally as it is subjected to a period
of economic and operational stress, falling to 30% in year one and
26% in year two, but then recovers modestly to 27% in year five,
supporting the existing 'BB' rating.

Given its low average age of plant, Fitch believes that management
has a fair degree of flexibility in terms of the timing of its
planned capital expenditures. Therefore, the rating case scenario
incorporates an assumption that MGH would scale back its capital
expenditures by approximately half in years two through five of the
stress scenario, which, in Fitch's view, represents the portion of
MGH's five-year capital budget over which management has the most
discretion, primarily IT spending.

MGH's asset allocation exhibits a relatively high degree of
sensitivity to an economic downturn, with the portfolio declining
12.5% and 2.0% in years one and two of the rating case,
respectively. However, while NADAE begins at a high 8.0x in year
one of the rating case, it ultimately stabilizes at 5.2x in year
five, consistent with Fitch's expectations for liquidity levels to
remain largely stable through the cycle.

MGH's liquidity profile metrics are neutral to the assessment of
its financial profile and support a rating in the middle of the
'BB' category. MGH produced 1.3x coverage of actual annual debt
service (AADS) and 81 DCOH in fiscal 2017, both of which are
neutral to the assessment of its financial profile. MGH's coverage
of maximum annual debt service (MADS) was a weak 1.2x in fiscal
2017, but has improved to 1.6x through the first nine months of
fiscal 2018, providing adequate cushion relative to its 1.2x debt
service coverage covenant, which is based on AADS. MGH is in
compliance with all of its financial covenants under its debt
agreements.

MGH also has additional liquidity of up to $7.5 million through a
line of credit with KeyBank National (IDR A-/Stable). There are
currently no draws on this line and it was recently renewed through
November 2018.

Asymmetric Additional Risk Considerations

No asymmetric risk considerations were applied in the rating
determination. MGH's debt structure is relatively conservative, at
100% fixed-rate, with no exposure to variable-rate debt or swaps.
Included in its long-term debt is an approximately $8.8 million
fixed-rate Bangor Savings Bank term loan , which previously had a
balloon payment due in April 2018. This loan was refinanced prior
to its original maturity date and now is structured with a
straight-line amortization through 2023, eliminating the
refinancing risk associated with this debt.


MEADOW LANDS: Involuntary Chapter 11 Case Summary
-------------------------------------------------
Alleged Debtor:        Meadow Lands Investments LLC
                       1287 Central Avenue
                       Johnston, RI 02919

Business Description:  Meadow Lands Investments LLC is a real
                       estate company in Johnston, Rhode Island.

Involuntary
Chapter 11
Petition Date:         May 7, 2018

Case Number:           18-10790

Court:                 United States Bankruptcy Court
                       District of Rhode Island (Providence)

Judge:                 Hon. Diane Finkle

Petitioning
Creditor:              Northeast Equity Partners LLC
                       31 James P. Murphy Highway
                       West Warwick, RI 02893

Petitioner's  
Counsel:               Andrew R. Bilodeau, Esq.
                       BILODEAU CAPALBO LLC
                       1300 Division Road Suite 201
                       West Warwick, RI 02893
                       Tel: (401) 300-4055
                       Email: abilodeau@bilodeaucapalbo.com

Petitioner's
Claim Amount:          $657,843

A full-text copy of the Involuntary Petition is available for free
at: http://bankrupt.com/misc/rib18-10790.pdf


MESOBLAST LIMITED: Featured at Vatican Int'l Healthcare Conference
------------------------------------------------------------------
Mesoblast's proprietary allogeneic cell technology platform was
featured at the Unite to Cure Fourth International Vatican
Conference on global healthcare initiatives held in Vatican City
from April 26-28, 2018.

Sponsored by Vatican's Pontifical Council for Culture, this
international conference is held every two years and gathers the
world's leading scientists and physicians, patients, ethicists and
leaders of faith, government officials and philanthropists to
engage in powerful conversations about the latest scientific
breakthroughs and hope for the future.

In an address to the Conference delegates, His Holiness Pope
Francis stated that in recent years, advances in cellular research
and in the field of regenerative medicine have opened new horizons
in the areas of tissue repair and experimental therapies; a
significant chapter in scientific and human progress.  For the full
speech, please see
(https://w2.vatican.va/content/francesco/en/speeches/2018/april/documents/papa-francesco_20180428_conferenza-pcc.html)

In a moderated discussion on the link between damaging inflammation
and chronic diseases, conference attendees were told that
Mesoblast's cell technology is being evaluated as a potential
treatment for various severe and life-threatening inflammatory
conditions.

Mesoblast Chief Executive Dr Silviu Itescu explained how the
Company's technology platform is based on mesenchymal lineage
precursor and stem cells which are believed to maintain tissue
health by sensing damaging inflammation and secreting mediators
that both modulate immune responses and promote tissue repair.  

Dr. Itescu presented the latest results from trials of Mesoblast's
Phase 3 product candidates which target severe and life-threatening
conditions where inflammation is core to the disease process.
These include trials evaluating Mesoblast products in acute graft
versus host disease, advanced and end-stage heart failure, and
chronic low back pain due to degenerative disc disease.

Due to the serious nature of these conditions, Mesoblast is
pursuing accelerated review and approval pathways for several of
its product candidates based on receiving fast-track and
Regenerative Medicine Advanced Therapy (RMAT) designations from the
United States Food and Drug Administration (FDA).

                      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.


MICROCHIP TECHNOLOGY: Moody's Assigns Ba1 Corp. Rating
------------------------------------------------------
Moody's Investors Service assigned first-time ratings to Microchip
Technology Inc.-Corporate Family (CFR) at Ba1, Probability of
Default (PDR) at Ba1-PD, Senior Secured Credit Facilities
(revolver, term loan) at Baa3, and Speculative Grade Liquidity at
SGL-1. The proceeds of the new debt will be used to fund the
acquisition of Microsemi Corporation. The rating outlook is
stable.

RATINGS RATIONALE

The Ba1 CFR reflects Microchip's leading position as a provider of
microcontroller, analog, mixed signal, and specialized
semiconductor solutions. Moody's expects revenue growth in the high
single digits, driven by GDP-based growth plus share gains and
semiconductor content growth. Microchip's credit profile benefits
from its broad diversification by product, process, end market,
customer, and geography. Given the company's broad product
portfolio and long product cycles of primarily proprietary
products, gross margins should remain in the low 60 percent range
with EBITDA margins sustained at the high 30% to low 40% level.

The Microsemi acquisition is the company's largest acquisition by
far, which carries challenges to effectively integrate, although
the company has a proven track record of successfully integrating
large debt-funded acquisitions, improving the acquired entities'
operating performance, and deleveraging rapidly. Despite these
broad strengths, the rating acknowledges the exposure to demand
cyclicality, which could delay the company's ability to deleverage
from initially high leverage, estimated at just over 5x at closing.
The rating contemplates a steady application of free cash flow to
debt reduction over the next two to three years, with approximately
1x decline of leverage per year.

Moody's views the company's liquidity as very good, with roughly
$500 million of balance sheet cash, and projected annual free cash
flow in excess of $1.5 billion. There will be a $3.1 billion
revolving credit facility, although approximately $3 billion will
be drawn at closing. The proposed term loan and revolving credit
facility are subject to compliance with both senior and maximum
financial leverage covenants, however, Moody's anticipates
Microchip will remain well in compliance with these covenants.

The Baa3 rating on Microchip's senior secured credit facilities
reflects the significant portion of subordinated debt in the
capital structure, providing a lift in the ratings to the senior
secured facilities. The secured facilities benefit from secured
guarantees of all existing and subsequently acquired domestic
subsidiaries.

The stable ratings outlook reflects Moody's expectation for
consistent repayment of debt in excess of mandatory amortization,
steady top line growth, and maintenance of the company's strong
margins over the next 12 to 18 months.

The ratings could be upgraded if: 1) gross debt to EBITDA
approaches 3.5x; 2) there is a substantial reduction of secured
debt; 3) EBITDA margins are sustained around 40%; and 4) the
company maintains solid liquidity.

The ratings could be downgraded if 1) there is evidence of
sustained problems on integrating the operations of Microsemi; 2)
gross debt to EBITDA is sustained above 4.5x; 3) EBITDA margins
migrate towards 35%; or 4) liquidity falls below $500 million of
total cash and revolving credit availability.

Assignments:

Corporate Family Rating, at Ba1

Probability of Default Rating, at Ba1-PD

Senior Secured Revolving Credit Facility due 2023, at Baa3 (LGD3)

Senior Secured Term Loan due 2025, at Baa3 (LGD3)

Speculative Grade Liquidity Rating at SGL-1

Outlook: Stable

The principal methodology used in these ratings was Semiconductor
Industry Methodology published in December 2015.

Microchip Technology Inc., headquartered in Chandler Arizona, is a
leading provider of microcontroller, analog, mixed signal, and
specialized semiconductor solutions. Microchip reported revenue of
$3.9 billion for the twelve months ended December 2017.


NMI HOLDINGS: Moody's Assigns 'Ba3' Rating on $150MM Term Loan B
----------------------------------------------------------------
Moody's Investors Service has assigned a Ba3 rating to the amended
$150 million senior secured term loan B issued by NMI Holdings,
Inc. ("NMIH"). The amendments to NMIH's term loan extend its
maturity date to May 2023, provide for a lower interest rate spread
to the base rate and remove certain financial covenants that
currently exist. Additionally, NMIH will also enter into a $75
million revolving credit facility with lenders as part of the
transaction.

RATINGS RATIONALE

The Ba3 rating on NMIH's senior secured term loan ($144 million
principal outstanding at 1Q2018) reflects the structural
subordination of holding company creditors to operating subsidiary
policyholders. Since the loan is only secured by holding company
assets and stock ownership of the operating subsidiaries, Moody's
has applied standard notching of three notches from National
Mortgage Insurance Coporation's (NMIC) Baa3 insurance financial
strength rating to arrive at NMIH's senior secured term loan
rating.

In Moody's opinion, the amended term loan's longer maturity, as
well as the establishment of the revolving credit facility, provide
NMIH with additional financial flexibility as the company continues
to grow its insured portfolio. The term loan requires NMIH to
maintain its debt to capital ratio below 35%.

While NMIC is currently unable to upstream ordinary dividends to
NMIH, Moody's notes that NMIC's regulator has approved a tax and
expense sharing arrangement allowing NMIH to receive cash from its
insurance subsidiaries to make interest payments on debt incurred
for the benefit of capitalization of the insurance subsidiary and
to pay certain corporate taxes and other expenses incurred on
behalf of the subsidiary.

RATING DRIVERS

While the ratings are unlikely to be upgraded over the near to
medium term, the following factors could positively influence the
group's credit profile: (1) continued development of NMIC's US
mortgage insurance platform; (2) success in accessing capital to
fund growth; (3) prudent laddering of debt maturities; and (4)
maintaining comfortable compliance with PMIERs.

Conversely, the following factors could lead to a downgrade of the
group's ratings: (1) a significant deterioration in the firm's
profitability metrics; (2) failure to access enough capital to fund
growth and refinance debt; (3) non-compliance with PMIERs; and/or
4) adjusted debt-to-capital ratio above 30%

The following rating has been assigned:

NMI Holdings, Inc. -- senior secured term loan B due May 2023 at
Ba3.

NMI Holdings, Inc. (NASDAQ: NMIH), through its principal subsidiary
National Mortgage Insurance Corporation, writes mortgage insurance
in the United States. At 31 March 2018, NMIH had shareholders'
equity of approximately $602 million.

The principal methodology used in this rating was Mortgage Insurers
published in April 2016.


OFFSHORE SPECIALTY: Selling Non-Barge Assets for $650K
------------------------------------------------------
Offshore Specialty Fabricators, LLC, asks the U.S. Bankruptcy Court
for the Southern District of Texas to authorize the sale of (i)
MENCK pile-driving equipment ("Hammers") to MENCK GmbH for
$200,000; (ii) all assets identified for sale in the Sale
Procedures Motion except (i) the accommodations unit; and (ii) the
Hammers to Modern American Recycling Service, Inc. ("MARS") for
$450,000; and (iii) accommodations unit at auction.

Objections, if any, must be filed within 21 days from the date the
Motion was served.

In January and February 2018, the Debtor auctioned its two derrick
barges.  Its estate received $14.3 million from the sales of the DB
William Kallop and DB Swing Thompson.  Since then, the Debtor has
used the proceeds of the auction of the barges to pay maritime lien
creditors, the DIP Lender, and certain holders of alleged maritime
liens by virtue of personal injury claims (Hahn).  At the present
time, the Debtor has approximately $4.5 million in cash.

The Debtor was not able to sell several of its miscellaneous
assets.  It owns the following types of assets which must be sold:
(i) scrap ferrous and non-ferrous material; (ii) a 205-man
accommodation unit; (iii) MENCK pile drivers; (iv) Skagit winches;
(v) rolling stock, machinery and fabrication equipment; (vi) trucks
and passenger vans; (vii) office furniture and fixtures; (viii)
machine shop equipment; and (ix) platform salvage tie-down and
load-spreading material.  Each group of these Assets is comprised
of individual items with varying values.

On March 19, 2018, the Debtor filed its Sale Procedures Motion
which sought to establish a dual-track procedure for monetizing the
Debtor's miscellaneous assets.  The accommodation unit, Skagit
winches, rolling stock, office furniture, and the platform salvage
tie-down material ("Auctioned Assets") were to be submitted to
Henderson Auctions of Livingston, Louisiana for auction on April
26, 2018.  The remaining assets ("Marketed Assets") would be
marketed by the Debtor's CRO to interested parties.

The objection period for the Sale Procedures Motion ended on April
9, 2018.  On April 10, 2018, MENCK of Kaltenkirchen, Germany
submitted an offer to purchase the Debtor's Hammers for $200,000.
The offer expires on April 20, 2018, though the Debtor has
requested an extension of the expiration date.

On April 13, 2018, the Court issued an Order directing the Debtor
to file a revised, proposed order approving the Sale Procedures
Motion.  Specifically, the Court noted that the proposed order
submitted with the Sale Procedures Motion reserved all parties'
rights to object to sale of the Marketed Assets, but provided a
procedure that allowed only the Committee to object to such sales.
The Court ordered the Debtor to correct this inconsistency.
Further, it ordered the Debtor to include all exhibits with the
revised proposed order.

On April 16, 2018, MARS submitted an offer to purchase for $450,000
the MARS Offer Assets.

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

  http://bankrupt.com/misc/Offshore_Specialty_583_Sales.pdf

Based on its business judgment, the Debtor believes that the Offers
are superior to other offers that could reasonably be expected from
the auction or marketing of the Sale Assets pursuant to the sale
procedures originally outlined in the Sale Procedures Motion.
Thus, instead of simply filing a corrected order per the Court's
instructions in the Revision Order, the Debtor files the Motion and
asks orders (i) authorizing the Debtor to consummate the sales of
the Sale Assets to MENCK and MARS; and (ii) approving revised sale
procedures to providing for the auction of the accommodations unit,
the only Asset that would not be sold pursuant to the Offers.

The Debtor believes that MENCK's $200,000 Offer for the Hammers
represents the best offer that the Debtor is likely to receive for
those assets.  Among other things, the market for the Hammers is
limited.  The Hammers are large and complex pieces of equipment
used to drive pilings into the seabed.  They require an
accompanying control module the size of a shipping container in
order to operate.  The Debtor's Hammers require hundreds of
thousands of dollars in repairs to return to full functionality.
Given the oil downturn, there are few potential buyers for the
Hammers in the market.  For these reasons, the Debtor submits that
the MENCK Offer represents the best value for its estate.

The MARS Offer is superior to the offers likely to result from the
auction or marketing of the MARS Offer Assets for several reasons.
First, selling the MARS Offer Assets to MARS will reduce the
Debtor's costs.  Second, accepting MARS's Offer will eliminate the
need to pay Henderson's standard 10% auction commission.  Third,
Henderson imposes additional costs of auction buyers, including a
10% buyer's commission plus 5% in sales tax.  And fourth, before
listing the Auctioned Assets, Henderson must enter the Debtor's
yard to photograph and catalogue them.  It will take Henderson
between two and three days to finish this task.

If the Offers are approved, the only Asset that remains to be sold
under the Sale Procedures is the accommodations unit.  The Unit is
a large, semi-mobile building.  Originally a crew accommodation
fixed to an offshore platform, the Unit now rests adjacent to the
Houma Navigation Canal in the Debtor's yard.  Given its age and
configuration, the Unit will almost certainly be auctioned for
scrap, and was identified as an Auctioned Asset under the Debtor's
original Sale Procedures.  Accordingly, the Debtor proposes to
revise the original Sale Procedures to authorize the auction of the
Unit.

The Debtor submits that, if necessary, it is appropriate to sell
the Assets free and clear of all liens, claims, encumbrances and
other interests, with all such interests attaching to the net sale
proceeds of the Assets.

Emergency consideration of the Motion is appropriate because
MENCK's offer expires on April 20, 2018, though the Debtor has
requested an extension.  More broadly, the Debtor needs to monetize
these Assets quickly to avoid unnecessarily prolonging the
administration of the Debtor's estate.  Wherefore, it respectfully
asks that the Court grants the relief sought.

              About Offshore Specialty Fabricators

Offshore Specialty Fabricators, LLC -- http://www.osf-llc.com/--  
provides decommissioning project management utilizing its heavy
lift derrick barges for the installation and removal of oil and gas
facilities in the Gulf of Mexico.  Its facility is located at 115
Menard Rd. in Houma, Louisiana.

Offshore Specialty has been providing offshore construction
solutions to the international and domestic oil and gas industry
for more than 20 years.

Offshore Specialty sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S.D. Tex. Case No. 17-35623) on Oct. 1,
2017.  In the petition signed by CEO Tammy Naron, the Debtor
estimated assets of $50 million to $100 million and estimated
liabilities of $10 million to $50 million.

The Debtor hired Diamond McCarthy LLP as counsel, and Koch &
Schmidt Law Firm, as special counsel.

Judge Marvin Isgur presides over the case.

On Oct. 25, 2017, the Office of the U.S. Trustee appointed an
official committee of unsecured creditors.


ORION HEALTHCORP: MTBC Enters Into Asset Purchase Agreement
-----------------------------------------------------------
MTBC, a provider of cloud-based healthcare IT and revenue cycle
management solutions, on May 7 disclosed that it has entered into
an Asset Purchase Agreement ("APA") to acquire substantially all of
the revenue cycle, practice management, and group purchasing
organization assets of Orion Healthcorp, Inc. and 13 of its
affiliate companies (together "Orion"), as the primary bidder in a
Section 363 sale under the U.S. Bankruptcy Code.  Upon a successful
closing, management expects the transaction would increase MTBC's
annualized revenues by at least 50%.

"The Orion acquisition has the potential to be transformative,"
said Stephen Snyder, MTBC Chief Executive Officer.  "Our last major
acquisition enabled us to achieve record revenue growth and
earnings during 2017 as we helped our acquired customers increase
practice collections and leverage our industry leading platform.
With Orion, we see an even greater opportunity to add value to
Orion's customers, its employees, and our shareholders, as we have
done with prior transactions."

"At closing, the Orion transaction would likely expand our service
offerings to include long-term practice management services, niche
hospital offerings, and a pharmaceutical group purchasing
organization that provides discounts to its physician customers,"
said Mr. Snyder.  "These new offerings and customer relationships
present compelling opportunities for cross-selling our solutions
and driving additional growth."

"The opportunity presented by Orion is tailor-made for MTBC," said
Bill Korn, MTBC Chief Financial Officer.  "Our highly scalable
proprietary technology and processes, experienced team, and strong
balance sheet have made us the leading consolidator in our space.
We are uniquely equipped to succeed with the Orion transaction,
having successfully integrated MediGain's business, which faced a
similar situation before we purchased their assets 20 months ago.
That transaction allowed MTBC to grow revenues by 30% in 2017 and
achieve record profitability, and after successful integration of
Orion, we expect to be able to grow our annualized revenues by at
least another 50%, to achieve a scale which will allow us to
further expand our profit margins."

Orion provides revenue cycle management and other services to
independent healthcare practices and hospitals throughout the
country.  Orion maintains offices in 10 states and employs more
than 300 team members.

Under the APA, MTBC would acquire most of Orion's assets, including
customer contracts, accounts receivable, certain equipment, and
goodwill, free and clear of all liabilities except for those that
are expressly assumed.  The purchase price, which MTBC expects to
pay from its available cash balance, is expected to be between $10
and $12 million, but is subject to adjustment or the receipt of
higher offers.

Global investment bank, Houlihan Lokey is advising the sellers in
this transaction.  The sale process will be administered by the
United States Bankruptcy Court for the Eastern District of New York
(the "Court") and governed by the United States Bankruptcy Code.
Other interested parties will be provided the opportunity to submit
bids prior to a deadline set by the Court.  If other qualified bids
are submitted, an auction process will be conducted, in which case
the agreement with MTBC would set the floor value for the auction.
Approval of a final sale to either MTBC or a competing bidder is
expected to take place shortly after completion of an auction.  The
transaction is expected to close within 60 to 90 days, subject to
customary closing conditions.  Additional information regarding
this transaction, including a list of the Orion entities from whom
MTBC is acquiring assets, can be found in MTBC's filing on Form 8-K
with the Securities and Exchange Commission, dated May 7, 2018.

                         About MTBC

MTBC -- http://www.mtbc.com-- is a healthcare information
technology company that provides a fully integrated suite of
proprietary web-based solutions, together with related business
services, to healthcare providers.  Its integrated
Software-as-a-Service (or SaaS) platform helps our customers
increase revenues, streamline workflows and make better business
and clinical decisions, while reducing administrative burdens and
operating costs.  MTBC's common stock trades on the NASDAQ Capital
Market under the ticker symbol "MTBC," and its Series A Preferred
Stock trades on the NASDAQ Capital Market under the ticker symbol
"MTBCP."

                     About Orion HealthCorp

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; Hahn & Hessen LLP,
as conflicts counsel; FTI Consulting, Inc., as restructuring
advisor; Houlihan Lokey Capital, Inc., as investment banker; and
Epiq Bankruptcy Solutions, LLC as claims and noticing agent.

The Office of the U.S. Trustee on April 4, 2018, appointed three
creditors to serve on the official committee of unsecured creditors
in the Chapter 11 cases.


PATRIOT NATIONAL: Bankruptcy Court Approves Reorganization Plan
---------------------------------------------------------------
Patriot National, Inc., a provider of technology and outsourcing
solutions to the insurance industry, on May 8, 2018, disclosed that
on May 4, 2018 the Bankruptcy Court approved the Company's plan of
reorganization, which will result in the transition of ownership
from its public shareholders to certain funds and accounts managed
by each of Cerberus Business Finance, LLC and its affiliates
("Cerberus") and TCW Asset Management Company LLC ("TCW").  Patriot
National expects to emerge from Chapter 11 in the second quarter of
2018.

"The approval of our reorganization plan is a key milestone in
completing the Chapter 11 process, and I would like to thank our
dedicated employees and loyal base of carriers and agents who
helped to ensure the success of our business during this period,"
said John Rearer, CEO of Patriot National.  "The plan provides our
Company with a significantly healthier capital structure that will
enable us to be agile and competitive in the current market.
Cerberus and TCW are fully invested in the future of our business,
and we look forward to working together to emerge from this process
as a stronger company."

Court filings and other information related to the restructuring
are available at http://cases.primeclerk.com/patnator by calling
855-631-5360 (toll-free) or +1 347-897-3454 (international).

Hughes Hubbard & Reed LLP and Pachulski Stang Ziehl & Jones LLP are
serving as legal bankruptcy counsel, and Duff & Phelps Corporation
is serving as financial advisor.

                  About Patriot National

Fort Lauderdale, Florida-based Patriot National, Inc., also known
as Old Guard Risk Services, Inc., through its subsidiaries,
provides agency, underwriting and policyholder services to its
insurance carrier clients, primarily in the workers' compensation
sector.  Patriot National -- http://www.patnat.com/-- provides
general agency services, technology outsourcing, software
solutions, specialty underwriting and policyholder services, claims
administration services and self-funded health plans to its
insurance carrier clients, employers and other clients.  Patriot
was incorporated in Delaware in November 2013.

The Company completed its initial public offering in January 2015
and its common stock is listed on the New York Stock Exchange under
the symbol "PN."

Patriot National, Inc., and affiliates sought Chapter 11 protection
(Bankr. D. Del. Lead Case No. 18-10189) on Jan. 30, 2018.  In the
petitions signed by CRO James S. Feltman, the Debtors disclosed
$159.4 million in total assets and $242.2 million in total debt as
of Dec. 31, 2017.

The Debtors have tapped Laura Davis Jones, Esq., James E. O'Neill,
Esq., and Peter J. Keane, Esq., at Pachulski Stang Ziehl & Jones
LLP and Kathryn A. Coleman, Esq., Christopher Gartman, Esq., and
Jacob Gartman, Esq., at Hughes Hubbard & Reed LLP as bankruptcy
counsel; Pachulski Stang Ziehl & Jones LLP as co-counsel and
conflicts counsel; Duff & Phelps, LLC, as financial advisor; and
Conway Mackenzie Management Services, LLC, as provider of EVP of
Finance and related advisory services.  Prime Clerk LLC --
https://cases.primeclerk.com/patnat -- is the Debtors' claims,
noticing and balloting agent.

James S. Feltman of Duff & Phelps, LLC, has been tapped as chief
restructuring officer to the Debtors.

The Office of the U.S. Trustee has named two creditors -- Jessica
Barad and MCMC LLC -- to serve on an official committee of
unsecured creditors in the Debtors' cases.


PEANUT CO: Taps Patton Knipp, Mann Conroy as Legal Counsel
----------------------------------------------------------
The Peanut Co, LLC, seeks approval from the U.S. Bankruptcy Court
for the District of Kansas to hire Patton Knipp Dean LLC and Mann
Conroy, LLC as legal counsel.

Both firms will advise the company and its affiliated debtors
regarding their duties under the Bankruptcy Code, and will provide
other legal services related to their Chapter 11 cases.  Patton
Knipp will serve as lead counsel.

The firms will charge $250 per hour for the services of their
attorneys and $125 per hour for paralegal services.

Patton Knipp received a retainer of $28,434.  Since Jan. 22, the
firms have been paid a total of approximately $18,415 for services
they provided prior to the Petition Date, including the filing fees
of $1,717 per case.

Both firms do not represent any interests adverse to the Debtors or
their estates, according to court filings.

Patton Knipp can be reached through:

     Larry A. Pittman, II, Esq.
     Patton Knipp Dean, LLC
     6651 N. Oak Trafficway, Suite 17
     Gladstone, MO 64118
     Phone: (816) 994-9370
     Fax: (888) 720-1985
     Email: lpittman@pattonknipp.com

Mann Conroy can be reached through:

     Robert S. Baran, Esq.
     Mann Conroy, LLC
     1316 Saint Louis Avenue, 2nd Floor
     Kansas City, MO 64101
     Phone: (816) 616-5009
     Email: rbaran@mannconroy.com

                      About The Peanut Co

The Peanut Co, LLC, is a privately-held company whose principal
assets are located at 7489 W. 161st Overland Park, Kansas.

Peanut Co and its affiliated debtors sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. D. Kan. Case Nos.
18-20850 to 18-20852) on April 25, 2018.  In the petition signed by
Eric Rue Kallevig, sole member and owner, Peanut Co estimated
assets of less than $50,000 and liabilities of $1 million to $10
million.


PENINSULA AIRWAYS: Renewing Aircraft Lease Deal with MG Alaska
--------------------------------------------------------------
Peninsula Airways, Inc., asks the U.S. Bankruptcy Court for the
District of Alaska for renewed authority to enter into an Aircraft
Lease Agreement covering one Saab 2000 Aircraft, serial number
2000-046, with MG Alaska Leasing Ltd.

At Docket 151, the Court entered an Order Granting Debtor's Motion
for Authority to Enter into One Aircraft Lease Covering One Saab
2000 Aircraft, which authorized the Debtor to enter into an
aircraft lease for 046, according to the terms of a term sheet
which was an exhibit to the Debtor's underlying motion at Docket
138.

The aircraft lease authorized by Docket 151 was a financing lease,
as opposed to all of the Debtor's other aircraft leases which are
operating leases.  The term sheet called for a security deposit of
$90,000, monthly lease payments of $45,000 per month for 120
months, and also contained a purchase option under which at any
time during the lease, the Debtor could purchase 046 for prices set
forth in an exhibit to the term sheet.  

The purchase price is $2,939,297 after the first month.  The
purchase price declines each month thereafter, and is $0 at the end
of the 120th month.  The $90,000 security deposit is a credit to
the purchase price, so the aircraft is actually paid in full after
118 months.  

PenAir negotiated the 046 lease terms with Montrose Global, LLP,
who at the time of the Chapter 11 petition, was lessor to the
Debtor for four Saab 340B aircraft: aircraft that the parties refer
to as 403, 404, 406, and 410.  Under separate agreements, the
Debtor assumed the leases on 403 and 404 without modification.  The
leases on 406 and 410 were modified to call for rent based upon
actual usage ("power by the hour," or "PBH") instead of a monthly
rate, subject to 60 days early termination by the lessor.  The
pre-petition arrearages on 403 and 404 totaled $351,750, and as a
result of the assumption of those leases have administrative
priority.

As part of the conversion to PBH, Montrose waived any claim for
pre-petition damages on 406 and 410.  Although all the parties
treated Montrose as the lessor of 046, the actual lessor in the
transaction was Montrose’s lender, Wells Fargo, National
Association.  Wells Fargo is specifically identified in the term
sheet as the lessor of the Aircraft.  Later, Montrose switched
lessors.  The new lessor, MG, an Irish entity unaffiliated with
Wells Fargo, requests an order specifically authorizing MG to enter
into the transaction.  This request is the primary driver for the
Motion.  Moreover, other events have transpired since entry of
Docket 151 that relate to 046 and to this Chapter 11 case as a
whole.

After entry of Docket 151, a number of modifications were made to
046 in order to conform it to United States airworthy requirements
and also to PenAir's custom specifications.  The parties' term
sheet called for Montrose to absorb "up to $600,000 of pre-delivery
costs" for a list of identified modifications; Montrose exceeded
that amount but has agreed to absorb that excess.  PenAir's
customized specifications cost $173,190 -- these are costs that
Montrose incurred at PenAir's request, and that PenAir would
otherwise have had to incur on its own.

Montrose has agreed to reduce this amount by $100,000 to account
for estimated pre-delivery usage of the two propellers, and is
willing to accept payments on the $73,190 difference over 24 months
at 10% interest.  That is, the parties have agreed that PenAir will
make 24 monthly payments of $3,377.37 per month to repay Montrose
for these charges.

As additional incentive for PenAir to close the transaction,
Montrose has agreed to waive its administrative claim of $351,750
on account of the pre-petition arrearages on the leases on 403 and
404.  This is a significant concession by Montrose.  

Whereas Docket 138 simply had a term sheet attached to it which
described the key terms under which Debtor would lease 046, the
parties have by now agreed to the form of the full aircraft lease
itself.  The lease document is a typical airline lease, and
contains no unusual provisions.

Docket 151 was entered in September 2017.  The Debtor has designed
its summer flying schedule on the assumption that 046 would be
available.  It has trained three crews in anticipation of bringing
046 on line.  Its Saab 2000 fleet has become the backbone of its
emergence from Chapter 11.  The driver for the Motion is Montrose's
change of lessor.  

The Debtor asks that the Motion be heard on shortened time.
Normally, it would ask hearing to be held on shortened time for
approximately April 27, but at previous hearings, the Court has
indicated that it will be out of Alaska during the last part of
April.  At the upcoming April 20 hearing, the Debtor asks the
opportunity to address how and when the Motion may be heard.

The lease/purchase of 046 has already been approved by the Court.
Since that time, Montrose's concessions on the pre-petition
arrearages on 403 and 404, and on PenAir's responsibility for
make-ready costs on 046, have improved the economics of the
transaction.  The Debtor therefore asks renewed authority to enter
into the Lease of 046.  

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

    http://bankrupt.com/misc/Peninsula_Airways_319_Sales.pdf

The Lessor:

          MG ALASKA LEASING LTD.
          6th Floor, South Bank House
          Barrow Street
          Dublin 4, Ireland

                   About Peninsula Airways

Founded in 1955 by Orin Seybert in Pilot Point, Alaska, Peninsula
Airways, Inc., doing business as PenAir, is one of the oldest
family owned airlines in the United States andis  Alaska's second
largest commuter airline.  Its main base is Ted Stevens Anchorage
International Airport, with other hubs located at Portland
International Airport in Oregon, Boston Logan International Airport
in Massachusetts and Denver International Airport in Colorado.
PenAir currently has a code sharing agreement in place with Alaska
Airlines with its flights operated in the state of Alaska as well
as all of its flights in the lower 48 states appearing in the
Alaska Airlines system timetable.

Peninsula Airways filed a Chapter 11 petition (Bankr. D. Alaska
Case No. 17-00282) on Aug. 6, 2017.  In the petition signed by
Daniel P. Seybert, its president, the Debtor estimated assets and
liabilities ranging from $10 million to $50 million.

The case is assigned to Judge Gary Spraker.  

Cabot C. Christianson, Esq., at the Law Offices of Cabot
Christianson, P.C., is serving as bankruptcy counsel to the Debtor.
Dawson Law Group, LLC, is the Debtor's special counsel.

The official committee of unsecured creditors formed in the case
retained Erik LeRoy, P.C., as counsel.


PIONEER ENERGY: Incurs $11.1 Million Net Loss in First Quarter
--------------------------------------------------------------
Pioneer Energy Services Corp. filed with the Securities and
Exchange Commission its Quarterly Report on Form 10-Q reporting a
net loss of $11.14 million for the three months ended March 31,
2018, compared to a net loss of $25.12 million for the three months
ended March 31, 2017.

Revenues for the first quarter of 2018 were $144.5 million, up 14%
from revenues of $126.3 million in the fourth quarter of 2017 and
up 51% from revenues of $95.8 million in the first quarter of 2017.
The increase from the prior quarter is primarily attributable to
increased demand in wireline and well servicing, as well as
increased utilization in Colombia where three additional rigs were
put to work since the beginning of the prior quarter.

First quarter adjusted EBITDA was $23.4 million, up from $17.0
million in the prior quarter, primarily driven by increased demand
for the Company's wireline services, improved dayrates for its
domestic drilling services, and higher utilization in Colombia, and
up from $6.0 million in the year-earlier quarter.  The increase
from the year-earlier quarter was due to higher demand for all of
the Company's service offerings as the market steadily improved
with increasing commodity prices throughout 2017 and 2018.

As of March 31, 2018, Pioneer Energy had $757.70 million in total
assets, $557.51 million in total liabilities and $200.18 million in
total shareholders' equity.

                Comments from our President and CEO   

"We had an exceptionally good start to 2018," said Wm. Stacy Locke,
president and chief executive officer.  "Revenue in the first
quarter was up 14% sequentially and adjusted EBITDA increased by
38%.  Domestic drilling, international drilling and wireline
services all outperformed our expectations, while well servicing
and coiled tubing services experienced solid improvement.

"Our domestic drilling operations achieved an 11% increase in
average margins per day by controlling daily costs and improving
daily revenues to yield the highest margins in our peer group.
Similarly, our international drilling operations recorded a notable
improvement in revenue and a 28% increase in average margin per day
as a seventh rig was put to work in mid-March. Colombia has become
a bright spot for the Company, and now that start up costs and
initial mobilizations are behind us, the outlook for our
international drilling operations for the remainder of the year is
positive with improving profitability.

"In production services, demand for our businesses continued to
strengthen in the first quarter.  Given the current commodity price
levels and indications from clients on anticipated activity levels,
we expect to continue to reactivate idled equipment and improve
pricing in all three businesses throughout the year.
"While the market continues to improve and present opportunities
for targeted organic growth, we will maintain our focus on
generating positive cash flow in 2018," Mr. Locke said.

                 Second Quarter 2018 Guidance

In the second quarter of 2018, revenue from the Company's
production services business segments is estimated to be up
approximately 7% to 10% as compared to the first quarter of 2018.
Margin from the Company's production services business is estimated
to be 25% to 27% of revenue.  Domestic drilling services rig
utilization is estimated to be 100% and generate average margins
per day of approximately $10,000 to $10,500.  International
drilling services rig utilization is estimated to average 83% to
86%, and generate average margins per day of approximately $8,000
to $9,000.

                           Liquidity

Working capital at March 31, 2018 was $132.2 million, up from
$130.6 million at Dec. 31, 2017.  Cash and cash equivalents,
including restricted cash, were $70.7 million, down from $75.6
million at year-end 2017.  In the first quarter of 2018, the
Company used $11.7 million of cash for the purchase of property and
equipment, and our cash provided by operations was $5.1 million.

                        Capital Expenditures

Cash capital expenditures during the first quarter of 2018 were
$11.7 million.  The Company estimates total cash capital
expenditures for 2018 to be approximately $60 million, which
includes approximately $40 million of routine capital expenditures
and $20 million for the purchase of two large-diameter coiled
tubing units, remaining payments on three wireline units, two of
which were delivered in January, and additional drilling and
production services equipment.  As the year progresses, the Company
will continue to evaluate additional discretionary spending
provided that it can be funded by cash from operations or proceeds
from sales of non-strategic assets.

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

                      https://is.gd/kGNviw

                          About Pioneer

Based in San Antonio, Texas, Pioneer Energy Services --
http://www.pioneeres.com-- provides well servicing, wireline, and
coiled tubing services to producers in the U.S. Gulf Coast,
offshore Gulf of Mexico, Mid-Continent and Rocky Mountain regions
through its three production services business segments.  Pioneer
also provides contract land drilling services to oil and gas
operators in Texas, the Mid-Continent and Appalachian regions and
internationally in Colombia through its two drilling services
business segments.

Pioneer Energy reported a net loss of $75.11 million in 2017, a net
loss of $128.4 million in 2016, a net loss of $155.1 million in
2015, and a net loss of $38.01 million in 2014.

                           *    *    *

Moody's upgraded Pioneer Energy Services' Corporate Family Rating
to 'Caa2' from 'Caa3'.  Moody's said that Pioneer's 'Caa2' CFR
reflects the company's elevated debt balance pro forma for the $175
million senior secured term loan issuance.  While the company's
operating cash flow is expected to improve due to good demand for
its drilling rigs and equipment services, Pioneer Energy Services'
leverage metrics are weak, as reported by the TCR on Nov. 13, 2017.


PME MORTGAGE: Plan Outline Okayed, Plan Hearing on June 28
----------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California is
set to hold a hearing on June 28 to consider approval of the
Chapter 11 plan of reorganization for PME Mortgage Fund, Inc.

The hearing will be held at 1:30 p.m., at Courtroom 302.

The court had earlier approved the company's disclosure statement,
allowing it to start soliciting votes from creditors.  

The order, signed by Judge Scott Yun on April 19, set a June 14
deadline for creditors to file their objections to the plan, and a
May 31 deadline to submit ballots of acceptance or rejection of the
plan.

                  About PME Mortgage Fund Inc.

PME Mortgage Fund Inc. is a privately held company in Big Bear
Lake, California.  It is an affiliate of hard-money lender Pacific
Mortgage Exchange, Inc., which has provided hard money loan
programs for over 30 years.

The Debtor sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. C.D. Calif. Case No. 17-15082) on June 19, 2017.
Nicholas Rubin, its chief restructuring officer, signed the
petition.

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

Judge Scott H. Yun presides over the case.  The Debtor hired Zolkin
Talerico LLP as its bankruptcy counsel.

On July 17, 2017, the Office of the U.S. Trustee appointed an
official committee of unsecured creditors.  The committee hired
Smiley Wang-Ekvall, LLP as its legal counsel.


PONTIAC, MI: Moody's Hikes Issuer Rating to B2
----------------------------------------------
Moody's Investors Service upgrades to B2 from Caa1 the Issuer
Rating on Pontiac City School District, MI, which Moody's uses as a
reference point for the limited tax rating. This Issuer Rating is
equivalent to the General Obligation Unlimited Tax (GOULT) rating
Moody's would assign to GOULT debt of the issuer. Concurrently,
Moody's upgrades to B3 from Caa2 the district's general obligation
limited tax (GOLT) rating, affecting $8.3 million in outstanding
debt. The outlook is stable.

RATINGS RATIONALE

The upgrade of the issuer rating to B2 reflects the district's
improved cash flows and financial management that reduce the risk
of disruption in debt service. The district's financial position is
steadily improving, but remains distressed with significant
reliance on short-term borrowing. The rating also incorporates the
district's limited revenue raising flexibility that creates a high
dependency on enrollment, which is beginning to stabilize following
decades of decline; low debt burden; and a weak economic profile.

The B3 GOLT rating is one notch lower than the issuer rating. Given
limitations on revenues available for GOLT debt service, Moody's
believes default probability is higher for GOLT bonds than if the
district had unlimited tax debt.

RATING OUTLOOK

The stable outlook incorporates Moody's expectation that district's
financial position will remain distressed for at least several
years, but that strengthened financial management will sustain
improvements in the district's cash flows reducing the risk of
district insolvency and payment disruptions.

FACTORS THAT COULD LEAD TO AN UPGRADE

  - Continued improvement to the district's financial position,
including steady reduction of deficit fund balance, supported by
stabilized or growing enrollment

  - Strengthened liquidity and reduced reliance on cash flow
borrowing

FACTORS THAT COULD LEAD TO A DOWNGRADE

  - Further declines in enrollment which pressure operating
revenue

  - Failure to meet targets set in the district's financial and
operating plan including growth in the deficit fund balance
position or increase liquidity

  - Further delays and/or delinquencies in payment of debt service

LEGAL SECURITY

The district's rated GOLT bonds are secured by its pledge and
authorization to pay debt service from annual operating revenue,
the collection of which is subject to constitutional and statutory
limitations.

PROFILE

The district is located approximately 30 miles north of Detroit (B1
positive), encompassing 38.8 squares mile in Oakland County (Aaa
stable). It provides pre-kindergarten through twelfth grade
education, as well as adult education, to roughly 4,230 students
within the City of Pontiac and portions of surrounding suburbs
including Auburn Hills and Bloomfield Township (Aaa negative).

METHODOLOGY

The principal methodology used in these ratings was US Local
Government General Obligation Debt published in December 2016.


QUANTUM WELLNESS: Taps Bernard Banahan as Tax Consultant
--------------------------------------------------------
Quantum Wellness Botanical Institute, LLC, received approval from
the U.S. Bankruptcy Court for the District of Arizona to hire
Bernard Banahan as tax consultant.

Mr. Banahan will provide advisory services related to tax reporting
and preparation.  He will charge an hourly fee of $250.

Meanwhile, the Debtor will pay $150 per hour for paralegal,
accounting and tax preparation services, and $100 per hour for
administrative support and bookkeeping services to be provided by
its staff.

Mr. Banahan disclosed in a court filing that he is a "disinterested
person" as defined in section 101(14) of the Bankruptcy Code.

Mr. Banahan maintains an office at:

     Bernard M. Banahan
     3550 East Indian School Road, Suite 7
     Phoenix, AZ 85018

                     About Quantum Wellness

Quantum Wellness Botanical Institute, LLC --
http://quantumwellnessbotanicalinstitute.com/-- is a producer of
plant-based nutritional supplements based in Scottsdale, Arizona.

Quantum Wellness sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Ariz. Case No. 17-13721) on Nov. 17,
2017.  In the petition signed by CEO Fred Auzenne, the Debtor
estimated assets and liabilities of $1 million to $10 million.
Judge Eddward P. Ballinger Jr. presides over the case.  

Littler PC is the Debtor's bankruptcy counsel.  The Debtor hired
Olshan Frome Wolosky LLP as special counsel and Durham Jones
Pinegar as local counsel.

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


R.C.A. RUBBER: BSH Buying All Property for $750K
------------------------------------------------
Andrew W. Suhar, the duly qualified and acting trustee in the
Chapter 11 of The R.C.A. Rubber Co., asks the U.S. Bankruptcy Court
for the Northern District of Ohio to authorize the sale of all
property of the Debtor, other than in the ordinary course of
business, to Blue Shore Holdings, LLC ("BSH") for $750,000, subject
to higher and better offers.

Among the assets of the estate, the Debtor owns the real estate
located at 1833 E. Market St., Akron, Ohio, the name and associated
trademarks of the Debtor, finished goods, work in process, raw
materials, equipment, furniture, automobiles, trucks, and tread
molds ("Assets").  

Based on the information provided by the Debtor, the Trustee
believes that the liens associated with the Assets are the Summit
County Treasurer for real estate taxes and an alleged statutory
lien asserted by the Pension Benefit Guarantee Corp. ("PBGC") on
behalf of the Debtor's pension plan in the amount of $1,079,138
("Lien Claim").  The alleged lien covers all personal and real
property of the Debtor.  It is believed that PBGC will assert
additional claims, if the pension plan terminates, for unfunded
benefit liabilities and termination premiums in the amounts of
$5,730,315 and $896,250, respectively ("PBGC Claims").

By an agreed order entered on Jan. l7, 2018, certain bidding
procedures were approved granting the Debtor authority to seek a
sale of the business as a going concern, by auction.  The Debtor
actively marketed the Assets to entities most likely to have an
interest in buying the Assets, with the aim of maximizing the value
of those assets for the benefit of all creditors.  However, no
qualified bids were received by the deadline according to the
Report of 363 Sales Efforts filed by the Debtor.

By an agreed order entered on March 27, 2018, the Court granted
immediate relief from the automatic stay to Mutual Health Services
allowing termination of the administrative services agreement with
the Debtor.  As of April 13, 2018, there is no administrator to
adjust health insurance claims of the Debtor's employees and the
Trustee was advised that the stop-loss insurance coverage will
lapse April 30, 201 8, which could expose the estate to an
unlimited amount of health insurance claims of the employees and
their families.  Accordingly, unless the Assets are immediately
sold, the Trustee will be forced to terminate the business
operations which would irreparably harm this estate.

The Trustee has determined that a sale of the Assets is in the best
interests of the estate.  In order to preserve the value of the
Debtor's Assets and minimize risk, such sale must occur on an
expedited basis.

On April 13, 2018, the Trustee received an offer from BSH to
purchase all property of the Debtor for the sum of $750,000 payable
on the proposed closing date to occur by April 30, 2018.  BSH will
deliver the Purchase Price to Buckeye Title, as escrow agent, no
later than April 23, 2018 to be held by Buckeye Title and paid to
the Trustee upon approval of the sale to BSH on the terms and
conditions set forth in the Motion and the attached APA.  BSH has
agreed to the proposed sale as-is and where-is without any
warranties or representations.  To the best of the Trustee’s
knowledge, no other offers have been submitted for the Purchased
Assets.

By the Motion, the Trustee proposes to sell the Purchased Assets to
BSH free and clear of all liens, claims, encumbrances, and other
interests with all such liens, claims, encumbrances, and other
interests attaching to the proceeds of the sale.

The Trustee also proposes to reject all executory contracts and
unexpired leases in which the Debtor is a party.  In the case, BSH
has determined not to accept the Rejected Contracts.  Accordingly,
after the sale of the Purchased Assets, the Rejected Contracts
would no longer provide a benefit to the estate.

In addition, the Trustee desires to close the sale of the Purchased
Assets as soon as possible or no later than April 30, 2018 as the
he does not have the ability to operate the business beyond April
30, 2018.  Accordingly, he asks that the Court, in the discretion
provided to it under Bankruptcy Rules 6004(g) and 6006(d), waives
the 14-day stay of the order approving the sale of the Purchased
Assets and rejection of the Rejected Contracts.

The Trustee asks to sell the Purchased Asset to BSH through a
private sale pursuant to the terms and conditions set forth.
Nevertheless, he recognizes the importance of maximizing the value
of the Purchased Assets for the Debtor's estate.  Accordingly, the
Trustee proposes that the sale of the Purchased Assets be subject
to higher and better offers received by his counsel at a hearing on
the Motion.  If his counsel receives any higher and better bids, an
auction of the Purchased Assets will be conducted at the hearing.
Any potential bidder, however, would need to demonstrate the
ability to close the sale by April 30, 2018.

The Trustee has determined, in the exercise of his prudent business
judgment consistent with his fiduciary duties, that the sale of the
Purchased Assets is appropriate and in the best interests of the
estate and its creditors.  He believes that the proposed sale to
BSH represents the best and only opportunity to receive a fair
purchase price, without diminution of value of the estate from
escalating administrative costs, including the cost of liquidating,
and the timely closing of the sale of the Purchased Assets.

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

   http://bankrupt.com/misc/RCA_Rubber_184_Sales.pdf

The Purchaser:

          BLUE SHORE HOLDINGS, LCC
          Attn: Shane Price
          P.O. Box 635
          Bath, Ohio 44210

The Purchaser:

          Michael A. Sweeney, Esq.
          BROUSE MCDOWELL
          388 S. Main Street, Suite 500
          Akron, Ohio 44311

                About The R.C.A. Rubber Company

The R.C.A. Rubber Company operates a commercial rubber
manufacturing company specializing in commercial flooring primarily
used in the transit/transportation
industry.

The R.C.A. Rubber Company filed a Chapter 11 bankruptcy petition
(Bankr. N.D. Ohio Case No. 16-52757) on Nov. 18, 2016.  In the
petition signed by Shane R. Price, vice president, the Debtor
disclosed total assets of $2.17 million and total liabilities of
$1.57 million.

Judge Alan M. Koschik presides over the case.  

Michael A. Steel, Esq. of Brennan, Manna & Diamond, LLC, is the
Debtor's bankruptcy counsel.  The Debtor hired Kevin Lyden, Esq.,
as its special counsel and Weidrick Livesay & Co., CPA as its
accountant.

On Aug. 16, 2017, the Debtor filed a disclosure statement and
Chapter 11 plan of reorganization.

On April 10, 2018, the Court appointed Andrew W. Suhar as the
Chapter 11 trustee.


R.O. MANSE 1708: Taps Porter Hedges as Legal Counsel
----------------------------------------------------
R.O. Manse 1708, LLC, seeks approval from the U.S. Bankruptcy Court
for the Southern District of Texas to hire Porter Hedges LLP as its
legal counsel.

The firm will advise the Debtor regarding its duties under the
Bankruptcy Code; assist in the possible sale of its real property;
prepare a bankruptcy plan; and provide other legal services related
to its Chapter 11 case.

The firm will charge these hourly rates:

     Partners                          $425 to $785    
     Of Counsel                        $265 to $760    
     Associates/Staff Attorneys        $295 to $460    
     Paralegals                        $165 to $255

Porter Hedges received a retainer of $110,000 from the Debtor's
affiliate, Offshore Exploration & Production, LLC.

Joshua Wolfshohl, Esq., a partner at Porter Hedges, 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:

     Joshua W. Wolfshohl, Esq.
     Porter Hedges LLP
     1000 Main, 36th Floor
     Houston, TX 77002
     Tel: 713-226-6000
     Fax: 713-226-6248
     E-mail: jwolfshohl@porterhedges.com

                     About R.O. Manse 1708

R.O. Manse 1708, LLC, is a privately-held company in Houston,
Texas, engaged in activities related to real estate.

R.O. Manse 1708 sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S.D. Tex. Case No. 18-31736) on April 3,
2018.  In the petition signed by William M. Kallop, member, the
Debtor estimated assets of $10 million to $50 million and
liabilities of $10 million to $50 million.  

Judge Marvin Isgur presides over the case.


RELIANCE INTERMEDIATE: DBRS Confirms 'BB' Issuer Rating
-------------------------------------------------------
DBRS Limited confirmed the Issuer Rating and Senior Notes rating of
Reliance Intermediate Holdings LP (HoldCo or the Company) at BB
with Stable trends. The ratings of HoldCo are notched down from its
operating subsidiary, Reliance LP (OpCo; rated BBB (low) with a
Stable trend by DBRS), reflecting (1) structural subordination of
debt at HoldCo relative to OpCo, (2) the high level of leverage at
HoldCo and (3) reliance on a single operating subsidiary for cash
distributions. The current ratings of the Company assume that there
will be no material change in the outstanding debt balance in the
medium term, as HoldCo does not have any credit facilities and the
debt matures in 2023. Any material incremental debt at the HoldCo
level could have negative credit implications, as non-consolidated
leverage is high (60.0% at December 31, 2017). DBRS's criteria
guidelines provide for more than a one-notch differential if the
holding company's non-consolidated debt leverage is above 30%.

On July 13, 2017, Cheung Kong Asset Holdings Limited acquired the
Company for an equity value of $2.82 billion. DBRS continues to
view HoldCo on a stand-alone basis from its owner, as (1) the
Company does not require any equity injections from its owner and
(2) distributions to the owner are discretionary and could be
curtailed if necessary. DBRS had noted in its most recent report
for HoldCo that it expected the distribution policy for the Company
and for OpCo will be more flexible going forward, resulting in a
more sustainable level of distributions to the new owner. While the
Company now expects to continue funding capital expenditures and
distributions partly through debt financing, it is forecast to be
more moderate than under the previous owners. As such, OpCo's key
credit metrics are expected to strengthen over the medium term.

DBRS acknowledges that cash flow from OpCo to HoldCo could be
restricted as a result of tight covenants on debt at OpCo,
including a two-tiered restricted payment test. OpCo is restricted
from declaring or distributing to its parent unless the senior
adjusted EBITDA-to-interest ratio is greater than 1.5 times (x;
4.8x for 2017). If this requirement is not met, OpCo may still make
payments to service HoldCo interest amounts provided that the
senior adjusted EBITDA-to-interest ratio exceeds 1.2x. DBRS does
not anticipate these restrictions being triggered in the
foreseeable future, as the current credit metric significantly
exceeds the covenant, and there have been no disruptions in cash
flow to HoldCo.

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


REMINGTON OUTDOOR: S&P Withdraws 'D' Corporate Credit Rating
------------------------------------------------------------
S&P Global Ratings withdrew its 'D' corporate credit rating on
Madison, N.C.-based Remington Outdoor Co. Inc. at the company's
request.

At the same time, S&P withdrew all of its ratings on Remington's
senior secured term loan and third-lien notes, also at the
company's request.


RESOLUTE ENERGY: Fitch Affirms IDR at 'B-', Outlook Stable
----------------------------------------------------------
Fitch Ratings has affirmed Resolute Energy Corporation's ratings
(NYSE: REN), including the Long-term Issuer Default Rating (IDR) at
'B-', the senior secured credit facility rating at 'BB-'/'RR1' and
the senior unsecured notes rating at 'B+'/'RR2'. The Rating Outlook
is Stable.

The rating affirmation reflects the quality of Resolute's small but
expanding asset base in the Permian, improved corporate cost
structure following the Aneth divestiture, favorable leverage
metrics throughout the forecast, and the expectation of
self-funding operations by 2020 at Fitch's base case price deck.
Fitch recognizes recent activist investor commentary could lead to
corporate changes but believes most of the outcomes are unlikely to
negatively affect the current ratings.

KEY RATING DRIVERS

Permian Focus Improves Capital Efficiency: Resolute has transformed
into a pure-play Permian E&P company with a relatively small,
contiguous footprint (about 21,000 net acres) in the Southern
Delaware following its Aneth divestment in November 2017. The sale
helped improve corporate unlevered costs by nearly $6/boe resulting
in a more competitive full cycle oil breakeven cost slightly below
$40/bbl assuming $2.75/mcf gas and a 15% return on capital.
Resolute's production is expected to grow by more than 50% annually
in 2018-2019, supported by a three to four rig drilling program.
Management estimates there is about 10 years of drilling inventory
within its currently targeted Wolfcamp A and Upper B intervals.
Fitch believes the company's other intervals provide considerable
resource upside but views the ability to execute additional
oil-weighted Southern Delaware M&A as limited, which could moderate
production growth in the medium term.

Improving FCF, Credit Metrics: Fitch expects Resolute to remain FCF
negative in 2018 and 2019, under its $55/WTI and -$7.25/bbl oil
differentials assumptions, but become self-funding by 2020. Current
availability under the revolver is anticipated to be adequate to
fund the expected liquidity needs in the next 24 months. Under
Fitch's base case, Resolute will have solid and improving credit
metrics for the rating category. Debt/EBITDA is expected to be 3.3x
in 2018 then move to close to 2x in 2019. Debt per flowing barrel
is projected to be $25,866 in 2018 then less than $20,000 in 2019.
Fitch's forecasted metrics are consistent with Resolute's leverage
target of 2.5x.

Hedging Policy: Resolute has a track record of hedging its
production to buffer the impact of volatile oil and gas prices to
support development funding. About 57% of Fitch estimated oil
production for 2018 has been hedged with swaps and collars that
provide protection against sub $50/oil. Fitch expects management to
gradually layer in hedges for 2019 production, which is currently
lightly hedged. Resolute's hedging strategy isn't as robust as some
peers, but the relatively low full-cycle cost profile provides cash
flow resiliency in a lower market price environment, subject to
growth-oriented capital spending.

DERIVATION SUMMARY

Resolute's IDR reflects the company small asset position (21,000
acres) and production size (25.1mboe/d at year end) relative to
Fitch rated peers, as well as the company's strong debt metrics for
the rating category. Resolute has better operational momentum and
financial flexibility than Jones Energy Inc. (CCC-), which is
guiding to reduced production in 2018 and faces liquidity concerns
post 2018. Resolute is rated below DJ Basin-producer Extraction Oil
& Gas, Inc. (B+/Stable), which has a larger single basin position
(340,000 net acres) and production guidance (90mboe/d in 2018) with
expectations of a similarly conservative balance sheet. Other
non-rated peers include Callon Petroleum Company, a Permian
producer with about 60,000 acres and 22.9mboe/d of production for
2017. Resolute and Callon are both targeting a debt/EBITDA ratio of
2.5x, which is also comparable to other Permian basin peers.

KEY ASSUMPTIONS

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

  --Oil price deck of $55/barrel WTI throughout the forecast;

  --Natural gas price deck of $2.75/mcf for 2018 and $3/mcf
thereafter;

  --Oil price differential averaging $7.25/bbl in 2018-2019, moving
to $4/bbl in 2020 as oil takeaway capacity comes on line;

  --Capex of $395 million in 2018, $400 million in 2019;

  --Total production growth of 27% in 2018 and 54% in 2019.

Fitch's recovery analysis for Resolute used both an asset value
based approach on observed transactions of like assets and a
going-concern (GC) approach, with the following assumptions:

Transactional and asset based valuation such as recent transaction
for the Permian basin on a $/acre and $/drilling location basis as
well as SEC PV-10 estimates were used to determine a reasonable
sales price for the company's assets. Fitch assigned an asset value
of approximately $630 million to the oil and gas properties.

Assumptions for the going-concern approach include:

  --Fitch assumed a bankruptcy scenario exit EBITDA of $180
million. The EBITDA estimate takes into account a prolonged
commodity price downturn ($40/WTI and $2/mcf gas in 2018 and 2019
moving towards $45/WTI and $2.50mcf gas in 2020) causing lower than
expected production and potential liquidity constrained as the
borrowing base is re-determined downwards.

  --GC enterprise value (EV) multiple of 4.0x versus a historical
energy sector multiple of 6.3x. The multiple is reflective of
Resolute's footprint in the Permian, which is smaller than peers
and provides for less growth opportunity and operational
efficiencies.

The recovery is based on the enterprise value of the company at
$720 million. After administrative claims of 10%, there is $648
million available to creditors. The senior secured revolver is
expected to be fully drawn in a bankruptcy scenario but is
forecasted to recovery fully for a Recovery Rating of 'RR1'. The
senior unsecured notes receive above average recovery as well, and
recovery at an 'RR2' level.

RATING SENSITIVITIES

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

  --Expansion of drilling inventory in a credit conscious manner;

  --Production profile that approaches 50 mboe/d;

  --Maintenance of debt/EBITDA at or below 3.0x.

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

  --Additional acquisitions that result in a deviation from stated
financial policy;

  --Adoption of less conservative financing mix, or inability to
adhere to its hedging policy leading to increased vulnerability to
lower oil and gas prices;

  --Interest coverage approaching 1.5x.

LIQUIDITY

Liquidity Adequate: Resolute had liquidity of $181 million at Dec.
31, 2017 provided by the company's revolving credit facility and
has had further improvements to liquidity following the add-on note
issuance of $75 million. Fitch believes the revolver's $210 million
borrowing base has the potential to increase in size during the
next semi-annual redetermination in October 2018 given the
company's backdated 2018 drilling and completion program.

The revolver was recently amended to provide additional leverage
ratio covenant headroom for the period ending June 30, 2018. The
covenant moves up from a maximum of 4.0x to 4.25x in June, dropping
back down to 4.0x by Sept. 30, 2018. The June 30 EBITDA calculation
is a trailing nine-month annualized EBITDA.

2020 Maturity: Resolute's $600 million unsecured notes are due May
of 2020, with the revolver due in 2021. The current commodity
prices and a growing production base could help mitigate
refinancing risks.

FULL LIST OF RATING ACTIONS

Fitch has affirmed the following ratings:

Resolute Energy Corporation

  --Long-Term IDR at 'B-';

  --Senior secured credit facility at 'BB-'/'RR1';

  --Senior unsecured notes at 'B+'/'RR2'.

The Rating Outlook is Stable.


RMH FRANCHISE: Voluntary Chapter 11 Case Summary
------------------------------------------------
Affiliates that concurrently filed voluntary petitions for relief
under Chapter 11 of the Bankruptcy Code:

     Debtor                                     Case No.
     ------                                     --------
     RMH Franchise Holdings, Inc.               18-11092
     One Concourse Parkway
     N.E. Suite 600
     Atlanta, GA 30328

     NuLnk, Inc.                                18-11093
     RMH Illinois, LLC                          18-11094
     RMH Franchise Corporation                  18-11095
     Contex Restaurants, Inc.                   18-11096

Business Description: RMH Franchise, headquartered in Atlanta,
                      Georgia, is an Applebee's restaurant
                      franchisee with over 163 standardized
                      restaurants located across 15 states.
                      RMH Holdings is the direct or indirect
                      parent of each of the other Debtors.  ACON
                      Franchise Holdings, LLC, a non-Debtor, owns
                      100% of the shares of RMH Holdings.  For
                      more information, visit
                      https://www.rmhfranchise.com.

Chapter 11 Petition Date: May 8, 2018

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

Case No.: 18-11092

Judge: Hon. Brendan Linehan Shannon

Debtor's Counsel: Kenneth J. Enos, Esq.
                  YOUNG, CONAWAY, STARGATT & TAYLOR, LLP
                  Rodney Square
                  1000 North King Street
                  Wilmington, DE 19801
                  Tel: 302-571-6600
                  Email: bankfilings@ycst.com
   
                    - and -

                  Blake M. Cleary, Esq.
                  YOUNG CONAWAY STARGATT & TAYLOR, LLP
                  1000 North King Street
                  Wilmington DE 19801
                  Tel: 302-571-6600
                  Email: mbcleary@ycst.com

Debtors'
Restructuring
Advisor:          MASTODON VENTURES, INC.

Estimated Assets: $100 million to $500 million

Estimated Liabilities: $100 million to $500 million

The petitions were signed by Michael Muldoon, president.

The Debtors failed to incorporate in the petitions lists of their
20 largest unsecured creditors.

Full-text copies of RMH Franchise Holdings and RMH Franchise
Corporation's petitions are available for free at:

          http://bankrupt.com/misc/deb18-11092.pdf
          http://bankrupt.com/misc/deb18-11095.pdf


RONCO HOLDINGS: Taps Kell C. Mercer as Legal Counsel
----------------------------------------------------
Ronco Holdings, Inc., seeks approval from the U.S. Bankruptcy Court
for the Western District of Texas to hire Kell C. Mercer, P.C. as
its legal counsel.

The firm will advise the Debtor regarding its duties under the
Bankruptcy Code; negotiate with creditors; assist in getting
approval to obtain financing; prepare a bankruptcy plan; and
provide other legal services related to its Chapter 11 case.

Mercer will charge an hourly fee of $400 for its services.  The
firm received a $35,000 retainer from Fredrick Schulman, a
principal of the Debtor's parent, Ronco Brands Inc.

The firm does not hold any interests adverse to the Debtor or its
bankruptcy estate, according to court filings.

Mercer can be reached through:

     Kell C. Mercer, Esq.
     Kell C. Mercer, P.C.
     1602 E. Cesar Chavez Street
     Austin, TX 78702
     Phone: (512) 627-3512
     Fax: (512) 597-0767
     Email: kell.mercer@mercer-law-pc.com

                     About Ronco Holdings

Ronco Holdings, Inc. -- https://www.ronco.com/ -- is an American
company that manufactures and sells a variety of items and devices,
most commonly those used in the kitchen.  It was founded by Ron
Popeil in 1964.  The company is headquartered in Austin, Texas.

Ronco Holdings sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. W.D. Tex. Case No. 18-10511) on April 24, 2018.  In
the petition signed by William Moore, president, the Debtor
estimated assets of $1 million to $10 million and liabilities of $1
million to $10 million.  Judge Tony M. Davis presides over the
case.


ROSEGARDEN HEALTH: Taps Green & Sklarz as Local Counsel
-------------------------------------------------------
The Rosegarden Health and Rehabilitation Center LLC and Bridgeport
Health Care Center Inc. seek approval from the U.S. Bankruptcy
Court for the District of Connecticut to hire Green & Sklarz LLC as
their local counsel.

The firm will assist White and Williams, the Debtors' lead counsel,
in the administration of their Chapter 11 cases.

The firm will charge these hourly rates:

     Jeffrey Sklarz           Attorney      $400
     Kellianne Baranowsky     Attorney      $350
     Lauren McNair            Attorney      $300
     Amanda Evans             Paralegal     $200
     Legal Assistants                        $75

Green & Sklarz is a "disinterested person" as defined in Section
101(14) of the Bankruptcy Code, according to court filings.

The firm can be reached through:

     Jeffrey M. Sklarz, Esq.
     Green & Sklarz LLC
     700 State Street, Suite 100
     New Haven, CT 06511
     Phone: (203) 285-8545
     E-mail: jsklarz@gs-lawfirm.com

                    About Rosegarden Health and
                      Bridgeport Health Care

The Rosegarden Health and Rehabilitation Center LLC and Bridgeport
Health Care Center Inc. provide nursing care and rehabilitation
services.

The Debtors sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. D. Conn. Lead Case No. 18-30623) on April 18, 2018.

In the petitions signed by Chaim Stern, Rosegarden Health manager,
Rosegarden Health estimated assets of $1 million to $10 million and
liabilities of $1 million to $10 million.  Bridgeport estimated $10
million to $50 million in assets and liabilities.


ROSEGARDEN HEALTH: Taps White and Williams as Lead Counsel
----------------------------------------------------------
The Rosegarden Health and Rehabilitation Center LLC and Bridgeport
Health Care Center Inc. seek approval from the U.S. Bankruptcy
Court for the District of Connecticut to hire White and Williams
LLP as their lead legal counsel.

The firm will assist the Debtors in the preparation of a bankruptcy
plan and will provide other legal services related to their Chapter
11 cases.

The firm will charge these hourly rates:

         Heidi Sorvino           $660
         Amy Vulpio              $535
         Richard Campbell        $525
         Joseph Gibbons          $515
         James Vandermark        $395
         Paralegals              $255

White and Williams is a "disinterested person" as defined in
Section 101(14) of the Bankruptcy Code, according to court
filings.

The firm can be reached through:

     Richard L. Campbell, Esq.
     White and Williams LLP
     7 Times Square, Suite 2900
     New York, NY 10036-6524
     Tel: 212-244-9500
     Email: campbellrl@whiteandwilliams.com

                    About Rosegarden Health and
                      Bridgeport Health Care

The Rosegarden Health and Rehabilitation Center LLC and Bridgeport
Health Care Center Inc. provide nursing care and rehabilitation
services.

The Debtors sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. D. Conn. Lead Case No. 18-30623) on April 18, 2018.

In the petitions signed by Chaim Stern, Rosegarden Health manager,
Rosegarden Health estimated assets of $1 million to $10 million and
liabilities of $1 million to $10 million.  Bridgeport estimated $10
million to $50 million in assets and liabilities.


SEAHAWK HOLDINGS: Moody's Cuts Corp. Rating to B3
-------------------------------------------------
Moody's Investors Service downgraded Seahawk Holdings Limited's
corporate family rating to B3 from B2 following its announcement
that it will spin off SonicWall, refinance existing debt and make a
distribution to shareholders.

The downgrade was driven by the increase in leverage while the
company is still in the early stages of turning performance around.
The remaining company will consist of the Quest and One Identity
businesses which have collectively experienced several years of
declines.

Moody's also rated Borrower Quest's and Co-Borrower One Identity's
proposed first lien debt facilities B2 and proposed second lien
facility Caa2. The ratings on Seahawk's existing debt will be
withdrawn at closing. The proposed debt will be used along with a
separate SonicWall financing package to refinance existing debt and
fund a distribution to shareholders. The ratings outlook is changed
to stable from negative following the CFR downgrade.

Ratings Rationale

The B3 Corporate Family Rating reflects high financial leverage and
challenges in stabilizing revenues. While performance improved in
the quarter ended January 31, 2018, revenues have been declining
for several years and the separation from Dell, Inc. appears to
have exacerbated the declines at Quest and to a lesser extent One
Identity. The ratings also consider the strong respective niche
positions of Quest Software and One Identity and strong cash
balances.

Leverage is estimated to be well over 7x at closing (approximately
6x pro forma for certain one time costs and run rate adjustments).
If the company can achieve modest growth, leverage should trend
below 6x over the next 18 months as separation related expenses
decline and cost cuts flow through the income statement. The
ratings are bolstered by the potential value of each of the
remaining Seahawk businesses and potential for a sale of either of
them to repay a significant portion of debt. Though Moody's expects
free cash flow to improve as costs to stand up the business and
cost cuts are behind them, free cash flow since separation has been
well below initial plans and negative on a GAAP basis. The ratings
are constrained by the limited availability of stand-alone
historical financial statements and significant adjustments needed
to estimate the run rate performance of the company.

Bookings have shown improvement very recently and if trends
continue the company could see upwards ratings pressure. The
improvement is likely the result of recent product enhancements and
ramp up of the reorganized salesforce and channel. The ratings
could be upgraded if performance continues to improve, leverage
falls below 6.5x and free cash flow to debt exceeds 5%. The ratings
could be downgraded if performance resumes its downward trend,
leverage exceeds 8x or free cash flow is negative.

Liquidity is good based on an estimated $126 million of cash at
closing, an undrawn $100 million revolver and expectations of
positive free cash flow.

The following ratings were affected or assigned:

Downgrades:

Issuer: Seahawk Holdings Limited

Probability of Default Rating, Downgraded to B3-PD from B2-PD

Corporate Family Rating, Downgraded to B3 from B2

Assignments:

Issuer: Quest Software

Senior Secured 1st lien Bank Credit Facility, Assigned B2 (LGD3)

Senior Secured 2nd lien Bank Credit Facility, Assigned Caa2 (LGD5)

Outlook Actions:

Issuer: Quest Software

Outlook, Assigned Stable

Issuer: Seahawk Holdings Limited

Outlook, Changed To Stable From Negative

The principal methodology used in these ratings was Software
Industry published in December 2015.

Seahawk Holdings Limited is the company set up by Francisco
Partners and Evergreen Coast Capital to acquire Dell, Inc.'s
software business, which comprised of SonicWall, One Identity and
Quest Software at closing in November 2016. Pro forma for the
spinoff of Sonic Wall, Seahawk had revenues of approximately $923
million for the LTM period ended January 31, 2018.


SECURUS HOLDINGS: S&P Alters Outlook to Negative & Affirms 'B' CCR
------------------------------------------------------------------
U.S. inmate communications provider Securus Holdings Inc. plans to
issue a $350 million add-on to its first-lien term loan to fund its
proposed acquisition of Keefe Group's inmate communications
services business (ICS). As a result, S&P expects pro forma
leverage will be between 6.2x-6.4x (including the full benefit of
ICS earnings and synergies) by the end of 2018 compared to its
previous forecast of about 6x.

S&P Global Ratings revised its outlook on Dallas-based Securus
Holdings Inc. to negative from stable and affirmed the 'B'
corporate credit rating.

S&P said, "At the same time, we affirmed the 'BB' issue-level
rating on Securus's superpriority revolving credit facility. The
recovery rating remains '1+', indicating our expectation for full
(rounded estimate: 100%) recovery for lenders in the event of a
payment default.

"In addition, we affirmed the 'B' rating on the company's senior
secured first-lien term loan. The recovery rating remains '3',
indicating our expectation for meaningful (50%-70%; rounded
estimate: 50%) recovery for lenders in the event of a payment
default.

"We also affirmed the 'CCC+' issue-level rating on its senior
secured second-lien term loan. The recovery rating remains '6',
indicating our expectation for negligible (0%-10%; rounded
estimate: 0%) recovery for lenders in the event of a payment
default.

"The outlook revision to negative reflects the company's elevated
leverage following its recent debt-funded acquisition of GovPayNet
and proposed acquisition of ICS. Pro forma for the acquisitions, we
estimate leverage was 7.2x for the 12 months ended of Dec. 31, 2017
(before synergies) compared to 5.9x for the stand-alone company. We
believe the company has the ability to improve leverage to between
6.2x-6.4x by the end of 2018, including a full year of EBITDA
contribution from acquisitions, due to EBITDA growth from recent
contract wins and significant synergies. However, given our 6.5x
leverage threshold for the rating, there is limited room for
operational and financial underperformance over the next year.

"The negative outlook reflects the possibility that the company's
leverage could remain above 6.5x over the next year if the company
pursues additional debt-funded acquisitions or if earnings growth
does not materialize as we expect due to delays in product
installations or identified synergies.

"We could lower the rating if the company pursues additional
debt-funded acquisitions that cause leverage to remain above 6.5x
on a sustained basis. Alternatively, we could lower the rating if
product installations associated with recent contract wins are
meaningfully delayed in addition to the realization of identified
synergies, such that leverage remains above 6.5x over the next
year.

"We could revise the outlook to stable over the next year if the
company meets our base-case forecast by growing revenue and
improving margins and does not pursue additional debt-funded
acquisitions, such that leverage improves below 6.5x."


SIWF HOLDINGS: Moody's Assigns B2 CFR, Outlook Stable
-----------------------------------------------------
Moody's Investors Services assigned a B2 Corporate Family Rating
(CFR) and B2-PD Probability of Default Rating (PDR) to SIWF
Holdings, Inc. (the holding company which will own and operate
Springs Windows ("Springs"). Moody's also assigned a B1 rating to
the senior secured first lien term loan and a Caa1 rating to the
secured second lien term loan issued at SWF Holdings III Corp. The
outlook is stable.

Subsequent to this action, the CFR and PDR will be withdrawn from
Springs Industries Inc.

On April 16, 2018, affiliates of AEA Investors and British Columbia
Investment Management Corporation signed a definitive agreement to
acquire Springs Window Fashions for $1.6 billion. "Pro forma
financial leverage is high with debt to EBITDA at around 7.5
times," said Kevin Cassidy, Senior Credit Officer at Moody's
Investors Service. This positions the company weakly within its
rating category. However, Moody's expects springs to steadily
reduce leverage, and for debt/EBITDA to approach 6 times by the end
of 2019.

Ratings assigned:

SIWF Holdings, Inc.

Corporate Family Rating at B2:

Probability of Default Rating at B2-PD;

Outlook Actions:

The outlook is stable

SWF Holdings III Corp.

$840 million term senior secured first lien term loan due 2025 at
B1 (LGD3);

$305 million secured second lien term loan due 2026 at Caa1
(LGD5);

RATING RATIONALE

Springs' B2 CFR reflects its high pro forma financial leverage,
product and customer concentration, and event risk related to
private equity ownership. The rating also reflects Springs' good
market position, a broad product portfolio within the window
covering industry, and long-standing customer relationships.
Moody's projects that Springs' earnings and credit metrics will
improve over the next few years as it benefits from the continuing
recovery in the housing market and strong consumer confidence.

The stable rating outlook reflects Moody's view that Springs will
steadily reduce financial leverage through a combination of
earnings growth and debt repayment with free cash flow while
maintaining its solid market position.

A deterioration in Springs' operating performance could result in a
downgrade. The ratings could also be downgraded if debt/ EBITDA
does not approach 6 times by the end of 2019, or if liquidity
deteriorates.

Ratings could be upgraded if Springs increases its scale and
product diversity and demonstrates a commitment to lower leverage.
Specifically, Moody's would need to believe that Springs would
maintain debt/EBITDA below 5.0 times before considering an
upgrade.

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

Headquartered in Middleton, Wisconsin, SWF Holdings III Corp,
designs and manufactures window coverings. Revenue is approximately
$970 million. The company is owned by AEA Investors and British
Columbia Investment Management Corporation.


SOLENIS INTERNATIONAL: S&P Alters Outlook to Neg. & Affirms B- CCR
------------------------------------------------------------------
S&P Global Ratings affirmed its 'B-' corporate credit ratings on
Solenis International L.P. and revised the rating outlook to
negative from stable.

S&P said, "Our issue-level ratings on the company's first-lien term
loans and credit facility remain 'B-'. The recovery rating on this
debt remains '3', indicating our expectation of meaningful
(50%-70%; rounded estimate: 65%) recovery in the event of a payment
default. Also our issue-level rating on the company's second-lien
term loan remain 'CCC+'. The recovery rating on this debt remains
'5', indicating our expectation of modest (10%-30%; rounded
estimate: 15%) recovery in the event of a payment default. The
issuer of the first- and second-lien term loans, and credit
facility is Solenis International L.P. and Solenis Holdings 3 LLC.

"Our revision of the outlook to negative from stable on Solenis
reflects the potential for ratings degradation through increased
exposure to, and needed cash flow from, the weak pulp and paper
market. This follows, in part, the proposed acquisition of BASF
SE's paper and water chemicals business--which we believe runs the
risk of increasing leverage. Solenis is vulnerable to operating
setbacks that could increase leverage to levels we could consider
unsustainable given the large (relative to existing operations)
acquisition, at a time when debt leverage is already higher than
our estimates because the company's operating performance has been
below our expectations for the previous four quarters. Our
base-case assumption remains that the company is able to obtain
appropriate financing for its proposed transaction with BASF and
that liquidity does not weaken as a result of related funding
requirements. Additionally, we believe the mid-2019 maturity of the
company's revolving credit facility presents a potential liquidity
risk. Our liquidity assessment is also affected by qualitative
factors including, crucially, our view that the weak operating
performance and large transaction increases vulnerability to
unforeseen low-probability, high-impact developments, such as a
further weakening of EBITDA in 2018, arising from an unexpected
slowdown in key end markets or a rise in raw material pricing,
which the company is unable to pass on. We considered the company's
previous operating underperformance relative to our expectations
and inconsistent track record of improving operations in our rating
analysis.

"The negative rating outlook on Solenis reflects our belief of the
heightened possibility of ratings degradation through increased
exposure to, and needed cash flow from, the weak pulp and paper
market. This follows the announcement of the proposed transaction
to acquire BASF's paper and water chemicals business, which we
believe, enhances the risk of increasing leverage at a time when
operating performance is weaker than our expectation. We also
believe the mid-2019 maturity of the company's revolving credit
facility presents a potential risk to liquidity. Our base case
assumption remains that the company is able to obtain appropriate
financing for its proposed transaction with BASF. We also assume
that EBITDA at Solenis' legacy business remains relatively flat in
2018 and 2019 generating debt to EBITDA in the 7x to 9x range and
FFO to debt in the 4% to 6% range.

"We could lower ratings over the next year if the company is unable
to refinance its revolving credit facility before it becomes
current at the end of July 2018. Additionally, we could lower
ratings if we believe debt/EBITDA could pierce unsustainable
levels, above 10x. Debt/EBITDA could approach these levels if
EBITDA margins dropped by about 200 basis points due to prolonged
weakness in the pulp or paper market or if the company's debt
levels increase significantly to fund the proposed acquisition.
Additionally, we could lower ratings if the company is unable to
put in place an appropriate size revolving credit facility and
modify maintenance covenants so that the transaction does not
strain liquidity or reduce covenant cushions to levels below our
expectations. We could also lower the ratings if liquidity weakens
so that on a projected basis we believe that sources of funds will
decline below uses.

"We could revise the outlook to stable over the next 12 months
assuming Solenis refinances its credit facility extending the
maturity. A key factor we would consider to revise the outlook to
stable would be a demonstrated ability post-transaction to improve
business and performance that meet our expectations, resulting in
improved debt/EBITDA below 7x. Actions by management and owners
regarding Solenis' financial policy will also be an important
consideration in our decision to revise the outlook."


TARA RETAIL: Unsecureds to be Paid Up to 29% in COMM 2013 Plan
--------------------------------------------------------------
General unsecured creditors of Tara Retail Group, LLC will recover
up to 29% of their claims under the latest Chapter 11 plan of
liquidation proposed by COMM 2013-CCRE12 Crossings Mall Road, LLC
for the company.

Under the liquidating plan, creditors of Tara Retail Group holding
Class 4 general unsecured claims will recover 5% to 29% of their
claims.  These creditors will get a pro rata share of $200,000,
plus net recoveries from litigation claims and avoidance claims.

General unsecured claims, rejection claims, and priority tax and
non-tax claims will be paid with cash available on the effective
date of the plan.  

In case the cash available is not enough, COMM 2013-CCRE12 will
advance funds sufficient to make the distributions on the effective
date, according to the secured creditor's latest disclosure
statement filed with the U.S. Bankruptcy Court for the Northern
District of West Virginia.

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

     http://bankrupt.com/misc/wvnb17-00057-668.pdf

A copy of the amended disclosure statement is available for free
at:

     http://bankrupt.com/misc/wvnb17-00057-629.pdf

                       About Tara Retail

Tara Retail Group, LLC, owns The Crossings Mall in Elkview, West
Virginia, which had tenants that included Kmart and Kroger.  The
Company is headed by businessman Bill Abruzzino.  The Crossings
Mall has been closed and inaccessible to the public since massive
floods swept through West Virginia on June 23, 2016.

On Dec. 23, 2016, U.S. District Judge Thomas Johnston appointed
Martin Perry, a managing director at Newmark Grubb Knight Frank's
Pittsburgh office, as receiver.

To stop a foreclosure sale of its shopping center, Tara Retail
Group, LLC, filed a Chapter 11 petition (Bankr. N.D. W.Va. Case No.
17-00057) on Jan. 24, 2017.  The petition was signed by William A.
Abruzzino, managing member.  The case judge is the Hon. Patrick M.
Flatley.  The Debtor estimated assets and debt of $10 million to
$50 million.

The Debtor tapped Steven L. Thomas, Esq., at Kay, Casto & Chaney
PLLC as bankruptcy counsel.

On June 23, 2017, the Debtor filed a disclosure statement, which
explains its proposed Chapter 11 plan of reorganization.


TEMPUS AIRCRAFT: Taps Wadsworth Warner as Legal Counsel
-------------------------------------------------------
Tempus Aircraft Sales and Service, LLC, seeks approval from the
U.S. Bankruptcy Court for the District of Colorado to hire
Wadsworth Warner Conrardy, P.C. as its legal counsel.

The firm will assist the Debtor in the administration of its
Chapter 11 case.  Wadsworth will charge these hourly rates:

     David Wadsworth     $425
     David Warner        $325
     Aaron Conrardy      $300
     Lacey Bryan         $225   
     Paralegals          $160

The firm received a retainer in the sum of $9,657 from the Debtor.

Lacey Bryan, Esq., an associate at Wadsworth, disclosed in a court
filing that the firm is a "disinterested person" as defined in
section 101(14) of the Bankruptcy Code.

Wadsworth can be reached through:

     David V. Wadsworth, Esq.
     Aaron J. Conrardy, Esq.
     Lacey S. Bryan, Esq.
     2580 W. Main Street, Suite 200
     Littleton, CO 80120
     Phone: (303) 296-1999
     Fax: (303) 296-7600
     E-mail: dwadsworth@wwc-legal.com
     E-mail: aconrardy@wwc-legal.com        
     E-mail: lbryan@wwc-legal.com

              About Tempus Aircraft Sales and Service

Tempus Aircraft Sales and Service, LLC, operates a Pilatus Aircraft
dealership in Englewood, Colorado.  It also provides aircraft
engine servicing and maintenance.

Tempus Aircraft Sales and Service sought protection under Chapter
11 of the Bankruptcy Code (Bankr. D. Colo. Case No. 18-13507) on
April 26, 2018.

In the petition signed by John G. Gulbin, III, manager, the Debtor
estimated assets of $10 million to $50 million and liabilities of
$10 million to $50 million.

Judge Elizabeth E. Brown presides over the case.


TLA TANNING: Settlement Agreement with RT2 Disclosed in New Plan
----------------------------------------------------------------
TLA Tanning Corp. filed with the U.S. Bankruptcy Court for the
Northern District of Georgia a first amended and restated
disclosure statement to accompany its proposed chapter 11 plan.

This latest filing discloses that the Debtor vacated its Buford,
Georgia location in early 2018 and now intends to reorganize as a
one--location store in Loganville, Georgia. The Buford post
assumption rent default is treated as an administrative claim in
Class 4, while pre-petition rent obligations are now treated in
Class 5 as an unsecured claim.

The projected annual gross revenue for the business is $224,000 per
year. Revenues vary with the cycles of the year, and Debtor is able
to pay more into the plan in the spring and summer months.

The Class 2 claims of Rio Tans 2, LLC were settled in a Forbearance
and Settlement Agreement that the Court approved in its order dated
July 27, 2017.

The Debtor's Plan will require Debtor to pay the Class 2 Claims in
full with interest accruing at 5%, by paying $575.73 monthly until
the claim is satisfied. Creditors' security interest and lien upon
all collateral will continue and attach to the same extent,
validity and priority as existed on the Petition Date.

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

     http://bankrupt.com/misc/ganb16-64819-93.pdf

                    About TLA Tanning Corp.

TLA Tanning Corp. is in the tanning and the related retail
marketing, distribution and sale of products, services and
merchandise related thereto.  It operated two stores across the
State of Georgia, in the cities of Loganville and Buford.  The
company is owned by Todd and Linda Amerman, who acquired the Buford
business from prior owner Gary Harvin.

Buford, Ga.-based TLA Tanning Corp. filed for Chapter 11 bankruptcy
protection (Bankr. N.D. Ga. Case No. 16-64819) on Aug. 25, 2016,
estimating under $1 million in both assets and liabilities.  The
petition was signed by Todd B. Amerman, president.  The Debtor is
represented by Howard P. Slomka, Esq.

On June 22, 2017, the Debtor filed a disclosure statement, which
explains its proposed Chapter 11 plan of reorganization.


TRUESPEC ENERGY: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Truespec Energy Products, Inc.
           dba J & J Sales, Inc.
           dba Target Production Systems, Inc.
        14107 Interdrive West
        Houston, TX 77032

Business Description: Truespec Energy Products, Inc. --
                      http://truespec.com-- is a supplier of
                      valves, pumps and process equipment to the
                      oil & gas and industrial markets.  The
                      Company's services include automation,
                      project solutions and field supports.
                      Truespec was founded in 1982 and is
                      headquartered in Houston, Texas with
                      sales offices in Victoria, Texas; Pampa,
                      Texas; Jourdanton, Texas; Odessa, Texas; and
                      Lindsay, Oklahoma.

Chapter 11 Petition Date: May 7, 2018

Court: United States Bankruptcy Court  
       Southern District of Texas (Houston)

Case No.: 18-32459

Judge: Hon. Marvin Isgur

Debtor's Counsel: Melissa Anne Haselden, Esq.
                  HOOVER SLOVACEK LLP
                  Galleria II Tower
                  5051 Westheimer, Suite 1200
                  Houston, TX 77056
                  Tel: 713.977.8686
                  Fax: 713.977.5395
                  Email: Haselden@hooverslovacek.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Michael Milam, 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/txsb18-32459.pdf


TWINLAB CONSOLIDATED: Tanner LLC Raises Going Concern Doubt
-----------------------------------------------------------
Twinlab Consolidated Holdings, Inc., filed with the U.S. Securities
and Exchange Commission its annual report on Form 10-K, disclosing
a net loss of $29.49 million on $85.50 million of net sales for the
fiscal year ended December 31, 2017, compared to a net loss of
$684,000 on $86.32 million of net sales for the year ended in
2016.

The audit report Tanner LLC in Salt Lake City, Utah, states that
the Company has negative working capital, has incurred operating
losses and negative cash flows from operating activities, and has
an accumulated deficit.  These conditions, among others, raise
substantial doubt about the Company’s ability to continue as a
going concern.

The Company's balance sheet at December 31, 2017, showed total
assets of $73.09 million, total liabilities of $100.31 million, and
a total stockholders' deficit of $27.22 million.

A copy of the Form 10-K is available at:
                              
                       https://is.gd/06Oi3q

                    About Twinlab Consolidated

Twinlab Consolidated Holdings, Inc., together with its
subsidiaries, manufactures, markets, distributes, and retails
nutritional supplements and other natural products worldwide.  It
is based in Boca Raton, Florida.


TWO BAR O COUNTRY: Taps PICOR as Real Estate Broker
---------------------------------------------------
Two Bar O Country Store, Inc., seeks approval from the U.S.
Bankruptcy Court for the District of Arizona to hire a real estate
broker.

The Debtor proposes to employ PICOR Commercial Real Estate
Services, Inc. to assist in the listing, marketing and sale of its
real properties in Pima County, Arizona.

Any fees paid to PICOR will be deducted from the sale of the
properties if, and only if, a sale of that property is approved by
the bankruptcy court.

Greg Furrier, a partner at PICOR, disclosed in a court filing that
he is a "disinterested person" as defined in Section 101(14) of the
Bankruptcy Code.

PICOR can be reached through:

     Greg Furrier
     PICOR Commercial Real Estate Services, Inc.
     5151 E. Broadway, Suite 115
     Tucson, AZ 85711
     Phone: 520.748.7100 / 520.546.2735
     Fax: 520.546.2799
     Email: gfurrier@picor.com
     Email: info@picor.com

               About Two Bar O Country Store

Two Bar O Country Store, Inc. sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. D. Ariz. Case No. 17-12618) on Oct. 24,
2017.  At the time of the filing, the Debtor estimated assets of
less than $1 million and liabilities of less than $500,000.  Judge
Scott H. Gan presides over the case.  The Debtor hired The Law
Offices of C.R. Hyde, PLC, as its legal counsel.


UNIMIN CORP: S&P Assigns 'BB' Corp Credit Rating on Merger Deal
---------------------------------------------------------------
Sand-based proppant and industrial minerals producers Fairmount
Santrol Inc. and Unimin Corp. (a wholly owned subsidiary of
SCR-Sibelco N.V.) have entered into a definitive agreement to merge
through a cash and stock transaction.

S&P Global Ratings assigned its 'BB' corporate credit rating to
Cleveland-based Unimin Corp. The outlook is stable.

S&P said, "At the same time, we assigned our 'BB' issue-level
rating and '3' recovery rating to the company's new senior secured
$1.65 billion seven-year term loan. The '3' recovery rating
indicates our expectation for meaningful (50%-70%; rounded
estimate: 65%) recovery in the event of a payment default.

"Our rating on Unimin reflects the company's positon as the market
leader in sand-based proppant, notable diversification through its
cyclical industrial minerals segment and some level of support from
its parent Sibelco. Our ratings also take into account our
expectation for solid market fundamentals in the frac sand industry
supporting EBITDA expansion resulting adjusted debt leverage around
3x for pro forma 2018 before subsequently settling in the 2x-3x
range.

"The stable outlook on Unimin reflects our expectation that the
company's adjusted leverage will peak at around 3x for pro forma
2018 before subsequently settling in the 2x-3x range. This
improvement is based on our forecast for increased frac sand
production in 2019 following the completion of capacity expansions
and the realization of cost synergies associated with the merger.
However, it does not incorporate any term loan prepayments.
Nevertheless, due to our assessment of the relationship between
Unimin and its parent, any rating action we take on Unimin would
take into account Sibelco as a whole.

"We could lower our rating on Unimin if Sibelco's adjusted leverage
increased above 2x. Assuming a consistent contribution from
Sibelco's other segments, this could occur if Unimin's run rate
adjusted EBITDA declined below $770 million. This could happen if
the ongoing recovery in the oil and gas market stalls leading to
weaker oil and gas demand and pricing. The company's profitability
could also be pressured if it faces delays on its frac sand
capacity expansion projects or increasing costs.

"We could raise our rating on Unimin over the next year if it
increases its EBITDA margins and we expect them to remain above
30%. This could occur if the demand for frac sand continues to
exceed supply, driving prices up. It would likely also require a
shift in the product mix of Sibelco's non-energy segments toward
more value-added, higher-margin products.

"We could also raise the rating if we expect Unimin's adjusted
leverage to decline and remain below 2x. This could happen if the
company makes about $270 million of term loan prepayments while
achieving run rate EBITDA of $980 million."


UNIMIN CORPORATION: Moody's Assigns Ba3 CFR, Outlook Stable
-----------------------------------------------------------
Moody's Investors Service assigned a Ba3 Corporate Family Rating
("CFR") and Ba3-PD Probability of Default Rating to Unimin
Corporation. Moody's also assigned a Ba3 rating to the company's
$1.85 billion proposed senior secured credit facility, which
consists of a $1.65 billion senior secured term loan due 2025 and
$200 million senior secured revolver due 2023. The rating outlook
is stable. This is the first time that Moody's has assigned ratings
to Unimin Corporation.

The proceeds, along with cash on hand, will be used in connection
with Unimin's merger with Fairmount Santrol, Inc. to repay Unimin's
existing senior notes (unrated) and term loan (unrated), to repay
Fairmount's ABL facility (unrated) and senior secured term loan, to
render cash payment to Fairmount's shareholders and to provide a
cash redemption to SCR-Sibelco NV. In December 2017, Unimin and
Fairmount announced they will merge. Unimin is a wholly owned
subsidiary of Sibelco, a private, globally-diversified, industrial
minerals company based in Belgium. Sibelco will be Unimin's
majority shareholder at 65%. Fairmount shareholders will own the
remaining 35% of the combined company.

The following actions were taken:

Assignments:

Issuer: Unimin Corporation

Probability of Default Rating, Assigned Ba3-PD

Speculative Grade Liquidity Rating, Assigned SGL-2

Corporate Family Rating, Assigned Ba3

Senior Secured Bank Credit Facility, Assigned Ba3 LGD3

Outlook Actions:

Issuer: Unimin Corporation

Outlook, Assigned Stable

RATINGS RATIONALE

The Ba3 CFR reflects the Combined Company's leading market position
of sand-based proppants for the oil and natural gas industry in
North America, and as a leading supplier of multi-mineral product
offerings to industrial customers primarily in the United States
and Mexico. The Combined Company's credit profile is further
supported by its extensive proven and probable reserves, over 50
processing and coating facilities, broad, developed logistical
network, and long-standing customer relationships. Importantly, the
rating reflects the stable earnings generated from the Combined
Company's Industrial segment, which represented approximately 40%
of total pro forma sales volume in 2017. While the Industrial
segment diversifies the Combined Company's earnings stream away
from the cyclical energy markets, the credit profile considers the
Combined Company's exposure and reliance on the hydraulic
fracturing industry for the majority of its revenue and operating
income. Moody's view also incorporates the volatility associated
with the energy end markets which experienced prolonged and
material weakness in 2015 and 2016. In 2018, Moody's expects key
credit metrics to improve on the strength of frac-sand demand,
increasing volumes, stable-to-improving prices, and healthy end
market conditions in the Industrial business.

The Combined Company's SGL-2 reflects the company's good liquidity
position over the next 12-18 months, supported by approximately
$150 million cash on hand and $200 million of revolver
availability. The Combined Company has no near term debt
maturities. The company's $200 million revolver expires in 2023 and
the $1.65 billion term loan matures in 2025. Moody's expects the
Combined Company to generate over $200 million in free cash flow by
2019.

The stable outlook reflects favorable supply/demand dynamics in the
Combined Company's key end markets and Moody's expectation that
adjusted debt-to-EBITDA will decline to approximately 3.0x by
year-end 2018 and below 2.5x by year-end 2019. The stable outlook
also assumes that the Combined Company will maintain ample
liquidity to fully cover its annual fixed costs (including
maintenance cap ex) and fund its growth initiatives.

Moody's indicated that the rating could be upgraded if adjusted
debt to tangible book capitalization is maintained under 45%,
adjusted EBIT-to-interest expense sustained well above 4.0x,
adjusted operating margin is over 25%. A rating upgrade would also
require robust liquidity and strong free cash flow generation, as
well as solid end market conditions.

The ratings could be downgraded if adjusted EBIT-to-interest
declined below 3.5x, adjusted operating margin deteriorates below
10%, or adjusted debt to tangible book capitalization increases
above 55%. In addition, a ratings downgrade could result from a
deterioration in liquidity or weakened financial flexibility,
possibly due to aggressive growth, large debt-funded acquisition or
shareholder friendly activities.

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

Unimin Corporation is a provider of specialty sands and minerals
serving the energy and industrial end markets. Pro forma for the
merger, the Combined Company will have approximately 50 million
tons of annual processing capacity and approximately 2.2 billion
tons of mineral reserves. Unimin is a wholly owned subsidiary of
SCR-Sibelco NV, a private, globally-diversified, industrial
minerals company based in Belgium and Unimin's majority shareholder
at 65% (pro forma for the merger). Fairmount shareholders own the
remaining 35% of the Combined Company. Unimin generated $2.3
billion of pro forma revenue for December 31, 2017.


USELL.COM: Marcum LLP Raises Going Concern Doubt
------------------------------------------------
uSell.com, Inc., filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K, disclosing a net loss of
$12.30 million on $104.70 million of revenue for the fiscal year
ended December 31, 2017, compared to a net loss of $3.71 million on
$94.66 million of revenue for the year ended in 2016.

The audit report Marcum LLP states that the Company's cash and
working capital as of December 31, 2017 are not sufficient to
complete its planned activities.  The Company also believes that it
may not meet one of the financial covenants contained in a debt
agreement with the primary lender for the quarter ended March 31,
2018.  These conditions raise substantial doubt about the Company's
ability to continue as a going concern within one year after the
date the financial statements are issued.

The Company's balance sheet at December 31, 2017, showed total
assets of $16.52 million, total liabilities of $11.73 million, and
a total stockholders' equity of $4.78 million.

A copy of the Form 10-K is available at:
                              
                       https://is.gd/VDxXXH

                       About uSell.com, Inc.

uSell.com, Inc., is a large market maker of used smartphones.
uSell acquires products from both individual sellers, on its
website, uSell.com, and from major carriers, big box retailers, and
manufacturers through its subsidiary, We Sell Cellular.  The
Company maximizes the value of these devices by reclassifying them,
adding value to them, and moving them throughout the world to those
who want them most.  In order to serve its global and highly
diverse customer base, uSell leverages both a traditional sales
force and an online marketplace where professional buyers of used
smartphones can buy inventory on-demand.  Through participation on
uSell's online platform and through interaction with uSell's
salesforce, buyers can acquire high volumes of inventory in a cost
effective manner, while minimizing risk.


WORLD GLOBAL: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: World Global Financing Inc.
        141 NE 3rd Ave.
        Penthouse Floor
        Miami, FL 33132

Business Description: World Global Financing Inc. --
                      http://www.wgfinancing.com-- is a merchant
                      cash advance provider that offers financing
                      programs to businesses that perform well but
                      cannot show it with financial statements,
                      business owners with bad credit history and
                      other newer businesses.  The Company offers
                      small business financing, bad credit
                      business financing, business working
                      capital, automotive business financing,
                      beauty business financing, business
                      equipment financing, commercial truck
                      financing, gas station financing, healthcare
                      business financing, heavy equipment
                      financing, hotel/motel financing, restaurant
                      business financing, retail store financing,
                      and service business financing.  World
                      Global Financing is headquartered in Miami,
                      Florida.

Chapter 11 Petition Date: May 8, 2018

Court: United States Bankruptcy Court
       Southern District of Florida (Miami)

Case No.: 18-15499

Judge: Hon. Jay A. Cristol

Debtor's Counsel: Glenn D. Moses, Esq.
                  GENOVESE JOBLOVE & BATTISTA, P.A.
                  100 SE 2nd Sreet, 44th Floor
                  Miami, FL 33131
                  Tel: (305) 372-2522
                  Fax: (305) 349-2310
                  Email: gmoses@gjb-law.com

Estimated Assets: $10 million to $50 million

Estimated Liabilities: $10 million to $50 million

The petition was signed by Cyril Eskenazi, chief executive
officer.

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

          http://bankrupt.com/misc/flsb18-15499.pdf

List of Debtor's 20 Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Isriel, Ponzoli &                       Legal            $87,920
Simpson, P.A.

Wright, Lindsey &                       Legal            $28,806
Jennings LLP

The Taunt Law Firm                      Legal            $18,356

Warner and Scheuerman                   Legal            $15,000

Simon Stella and Zingas              Settlement          $15,000

Law Office of                           Legal             $5,392
Victoria E. Brient, P.A.

James H Cossitt PC                      Legal             $4,238

Guess & Associates, PC                  Legal             $1,347

Celaai Law Offices, PC                  Legal             $1,257

ACH Capital LLC                                          Unknown

AFS IBEX                             Notice Only              $0

Appsimity Solutions                  Notice Only              $0

Augurs Technologies Ltd.             Notice Only              $0

Bayside Office Center                Notice Only              $0

Capital One                          Credit Card              $0

City of Miami                        Notice Only         Unknown

Eaglewood Small                                          Unknown
Business Fund LP

Eaglewood SPV I LP                                       Unknown

Fision Hotwire Internet               Internet                $0

Internal Revenue Service            Notice Only          Unknown


[*] McKool Smith Recognized as Leader in Bankruptcy/Restructuring
-----------------------------------------------------------------
McKool Smith and the firm's trial lawyers are highly regarded in
the 2018 edition of Chambers USA, which recognizes the firm as a
leader across five key focus areas, including commercial
litigation, intellectual property, insurance recovery, securities
litigation, and bankruptcy/restructuring.  Also, 19 of the firm's
trial lawyers are recognized as leaders in their respective areas
of practice.

McKool Smith is ranked as one of the top law firms in the nation
for both intellectual property and insurance: dispute resolution -
policyholder.  The publication also recognizes the firm as a
leading firm in Texas for commercial litigation, intellectual
property, and bankruptcy/restructuring, and a leading firm in
California for commercial litigation.  In
New York, McKool Smith is recognized as a leading firm for
representing policyholders in insurance disputes and institutional
plaintiffs in securities litigation.

Clients interviewed by Chambers note that McKool Smith "generates
results like no other firm" and "is creative in its approach and
incredible with its follow-through."  Clients also noted that they
are "always impressed with McKool," while market commentators
applauded the firm for having an "an incredible bench of trial
attorneys" who are "extremely responsive and very client focused."

McKool Smith's Chambers ranked/recognized lawyers include:

   -- Sam Baxter: Intellectual Property and Commercial Litigation
(Texas)
   -- Kevin Burgess: Intellectual Property (Texas)
   -- Douglas Cawley: Intellectual Property (Texas)
   -- Robin Cohen: Insurance: Disputes - Policyholder  (Nationwide
and New York)
   -- Roderick Dorman: Intellectual Property - Patent (California)
Kenneth Frenchman: Insurance: Disputes - Policyholder (New York)
   -- J. Michael Hennigan: Trial Lawyers (Nationwide) and General
Commercial Litigation (California)
   -- Gayle Klein: Commercial Litigation and Securities -
Institutional Plaintiffs (New York)
   -- William LaFuze: Intellectual Property (Texas)
   -- Lew LeClair: Commercial Litigation (Texas)
   -- Kyle Lonergan: Commercial Litigation (New York)
   -- Keith McKenna: Insurance: Disputes - Policyholder (New York)
   -- Mike McKool: Trial Lawyers (Nationwide); Intellectual
Property and Commercial Litigation (Texas)
   -- Paul Moak: Bankruptcy/Restructuring (Texas)
   -- Steven Pollinger: Intellectual Property (Texas)
   -- Hugh Ray: Bankruptcy/Restructuring (Texas)
   -- Courtland Reichman: Intellectual Property - Patent
(California)
   -- Robert Scheef: Securities - Institutional Plaintiffs (New
York)
   -- Ted Stevenson: Intellectual Property (Texas)

Chambers USA is compiled by Chambers and Partners, a London-based
publisher of guides to the world's leading law firms and lawyers.

To compile the 2018 edition, researchers conducted more than 10,000
interviews with attorneys and business leaders from across the
Unites States.  

With more than 185 trial lawyers across offices in Austin, Dallas,
Houston, Los Angeles, Marshall, New York, Silicon Valley, and
Washington, D.C., McKool Smith has established a reputation as one
of America's leading trial firms.  Since 2006, the firm has secured
ten nine-figure jury verdicts and twelve eight-figure jury
verdicts.  The firm has also won more VerdictSearch and The
National Law Journal "Top 100 Verdicts" over the last ten years
than any other law firm in the country.  Courtroom successes like
these have earned McKool Smith critical acclaim and helped the firm
become what The Wall Street Journal describes as "one of the
biggest law firm success stories of the past decade."  McKool Smith
represents clients in complex commercial litigation, intellectual
property, insurance recovery, bankruptcy, and white collar defense
matters.


[*] Polsinelli Releases Distress Indices for First Quarter of 2018
------------------------------------------------------------------
Polsinelli released on May 7 the Polsinelli/TrBk Distress Indices
for the first quarter of 2018, signaling increased distress in the
U.S. economy.  Specifically, the report -- which is based on
chapter 11 bankruptcy filings with over $1 million in assets --
shows economic distress is rising across the board and in the real
estate and health care industries.

"What's significant this quarter is that the distress index is up
in all three areas we track.  For almost the last two years, we
have seen a sustained increase in health care distress, and now we
are seeing a steady rise in general distress and real estate over
the last 3 consecutive quarters," said Jeremy Johnson, a bankruptcy
and restructuring attorney at Polsinelli and one of the authors of
the report.

The Polsinelli/TrBk Distress Indices are the backbone of a
quarterly research report series that uses Chapter 11 filing data
as a proxy for measuring financial distress in the overall U.S.
economy, and breakdowns of distress in the real estate and the
health care services sectors.

The rise in distress is attributable to several causes.  For
instance, in health care, tort liability and reimbursement issues
continue to drive health care providers into bankruptcy to seek
alternatives, Mr. Johnson says.  He also attributes some of the
distress to uncertainty surrounding the Affordable Care Act.

"We know that the political climate and uncertainty in health care
are helping drive economic distress," Mr. Johnson said.

Key research takeaways from the first quarter of 2018 include:

   -- The Chapter 11 Distress Research Index was 54.02, reflecting
an increase over 5 points since the last quarter.  This index has
increased each of the last three quarters.  Compared with the same
period one year ago, the index has increased over 8 points, and
compared with the benchmark period of fourth quarter of 2010, it is
down approximately 46 percent.
   -- The Real Estate Distress Research Index was 33.93,
representing an increase just over 1 point since the last quarter.
This index has increased each of the last three quarters.  Compared
with the same period one year ago, the index has increased over 8
points, and compared with the benchmark period of fourth quarter of
2010, it is down approximately 66 percent.
  -- The Health Care Services Distress Research Index was 455.00
for the first quarter of 2018. This is an increase over 173 points
from last quarter's record high, approximately 62 percent.  The
index has experienced record or near-record highs in seven of the
last eight quarters.  Compared with the same period one year ago,
the index has increased over 333 points, approximately 270 percent,
and compared with the benchmark period of fourth quarter of 2010,
it is up approximately 355 percent.
   -- On a trailing four-quarter average, the percentage of real
estate filings among all index-measured Chapter 11 filings has
decreased from 19.98 percent in 2010 to 12.55 percent now,
decreasing slightly since the last quarter.  Health Care services
filings have increased from 1.13 percent in 2010 to 9.52 percent, a
significant increase from last quarter.

The Polsinelli/TrBK Distress Indices track the increase or decrease
in all Chapter 11 filings with more than $1 million in assets since
the fourth quarter of 2010.  Unlike the public markets, the
Polsinelli-TrBK Distress Indices include both public and private
companies, creating a broader economic view and one which may show
developing trends on Main Street before they appear on Wall
Street.

                          About Polsinelli

Polsinelli -- http://www.polsinelli.com/-- is an Am Law 100 firm
with more than 800 attorneys in 20 offices.  Ranked #24 for Client
Service Excellence and #10 for best client relationships among 650
U.S. law firms, Polsinelli was also named among the top 20
best-known firms in the nation.  The firm's attorneys provide value
through practical legal counsel infused with business insight, and
focus on health care, financial services, real estate, intellectual
property, mid-market corporate, labor and employment, and business
litigation.


                            *********

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
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available at your local bookstore or through Amazon.com.  Go to
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Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

TCR subscribers have free access to our on-line news archive.
Point your Web browser to http://TCRresources.bankrupt.com/and use
the e-mail address to which your TCR is delivered to login.

                            *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.  
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Copyright 2018.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
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                   *** End of Transmission ***