/raid1/www/Hosts/bankrupt/TCR_Public/180510.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Thursday, May 10, 2018, Vol. 22, No. 129

                            Headlines

ACHAOGEN INC: Robert Duggan Has 18.4% Stake as of May 3
ADVANCED VASCULAR: Appointment of Charles Zebley as Trustee Okayed
AFP HOLDING: Sets Bidding Procedures for Elmhurst Property
ALGODON WINES: Scott Mathis Has 13.1% Stake as of Dec. 31
AMERICAN AIRLINES: S&P Assigns BB+ Rating on 2025 Term Loan

AMERICAN WEST: Bankr. Court Nixes Bid to Reopen Chapter 11 Case
AMERICANN INC: Amends 3.3 Million Shares Resale Prospectus
ANTHONY SALTER: Missouri River Buying 8-Tower Valley Pivot for $40K
ARITEL INC: Unsecureds to Get 1% with No Interest Over 5 Years
BAKKEN INCOME: Zavanna Buying All Assets for $2.1 Million

BHAILAL PATEL: Ferdinand Hui Buying Baltimore Property for $473K
BIRCH COMMUNICATIONS: S&P Discontinues 'B-' CCR on Debt Repayment
BLACKHAWK NETWORK: Moody's Assigns B2 CFR Amid Merger Deal
C.W. MINING: Court Approves Trustee's Proposed Disclosure Statement
CAPITAL CITY: Fleet Fleet Buying All Assets for $20K

CENTENE CORP: S&P Alters Outlook to Positive, Affirms 'BB+' ICR
CHIEF POWER: S&P Affirms 'B' Rating on Sr. Secured Term Loan B
CIRCLE MEDIA: Court Approves Disclosure Statement
CJ MICHEL: Amends Plan to Clarify Avoidance Actions Provision
CLASSIC DEVELOPMENTS: Plan and Confirmation Hearing Set for May 14

COMMUNITY HEALTH: Fitch Junks Rating to 'C' as Debt Maturity Looms
COMMUNITY HEALTH: Subsidiary Launches Notes Exchange Offers
CONCORDIA INTERNATIONAL: Moody's Mulls Upgrade of 'Ca' Rating
CONCORDIA INTERNATIONAL: Will Hold a Special Meeting on June 19
CONCORDIA INTERNATIONAL: Will Release Its Q1 Results on May 15

CTI FOODS: Moody's Junks CFR to Caa2, Sees Elevated Default Risk
DECADE HOLDING: S&P Lowers Corp Credit Rating to B-, Outlook Neg.
DEXTERA SURGICAL: $9.7MM Sale Proceeds to Fund Liquidation Plan
DIMITRIOS GALANOPOULOS: Court Stays Award in J. Calle, et al., Suit
DORADO COMMUNITY: Unsecureds Monthly Payment Reduced to $83.33

EMERALD GRANDE: W.Va. Tax Dept. Opposes OK of Latest Disclosures
ENSEQUENCE INC: Files Debt-to-Equity Reorganization Plan
FULLBEAUTY BRANDS: Moody's Cuts CFR to Ca, Sees Default Risk
FUSION CUSTOM: Selling Freightliner Sport Chassis Truck for $100K
GORDON BURR: Londos Buying Castle Rock Property for $1.4M

HUSKY INC: Hacienda's Secured Claim Added in Latest Plan
ICONIX BRAND: May Issue 1.9-Mil. Shares Under 2016 Incentive Plan
INVERSIONES CESAR: Disclosure Statement Hearing Set for May 23
IRASEL SAND: Equity Owner Seeks Appointment of Chapter 11 Trustee
JLC DAYCARE: Court OK's Disclosures, Confirms Chapter 11 Plan

JOHN RITTER: Focus Liquidating Trustee Selling Other Collateral
KEELER'S MEDICAL: Unsecureds Estimated to Get 10% of Claims
KIKO USA: Unsecureds to Get Full Payment at 4% Over Six Months
KINGDOM MEDICINE: May 14 Approval Hearing on Disclosure Statement
KINGMAN FARMS: Transferring 2K Acres of Kingman Land to Avery

KONA GRILL: Fails to Comply with Nasdaq's Market Value Rule
KONA GRILL: Secures $5.6M Investment from Alex Zheng and CEO
LAKE NAOMI REAL ESTATE: Plan Confirmation Hearing Moved to June 12
LAURA ELSHEIMER: James & June Buying Hudson Property for $1M
LAYNE CHRISTENSEN: Linden Capital Has 8.9% Stake as of Dec. 31

LG SPYGLASS: Hires Charles B. Greene as Legal Counsel
LIBERTY ASSET MGT: Committee's 1st Amended Disclosures Approved
LIFESCAN GLOBAL: S&P Assigns B+ Corp Credit Rating, Outlook Stable
LONGFIN CORP: Files September 30 Quarterly Report
LONGFIN CORP: Intends to Voluntarily Delist from NASDAQ

MARIA SANCHEZ: Sanchezes Buying McAllen Property for $100K
MCGEE TRUCKING: IRS Blocks Approval of 2nd Amended Plan Outline
MESOBLAST LIMITED: Ends First Quarter With $59.5-Mil. in Cash
METROTEK ELECTRICAL: May 15 Joint Hearing on Plan and Disclosures
MIDWEST PORTABLE: Timepayment to Be Paid $13,000

NATIONS FIRST: Proposes a Sale of Office Equipment to TopMark
NEW GETHSEMANE: Court Confirms Chapter 11 Reorganization Plan
NORTH STATE ASSOCIATES: WMW Buying Briarcliff Manor Property $425K
NORTHERN OIL: Posts $2.9 Million Net Income in First Quarter
OCALA PETROLEUM: Plan Outline Hearing Set for June 28

ORANGE ACRES: Plan Confirmation Hearing Set for May 16
ORANGE PARK DENTAL: May 23 Plan Confirmation Hearing
P.D.L. INC: To Pay ECFC $77K at 6.5% Over 72 Months Under New Plan
PENTHOUSE GLOBAL: Trustee Selling All Assets to Dream for $3M
PERPETUAL ENERGY: Moody's Junks CFR to Caa2 as Debt Maturity Looms

PITTSBURGH ATHLETIC: OFAHA and BT Claims Impaired Under Latest Plan
PJ REAL ESTATE: June 26 Approval Hearing on Amended Plan Outline
POWELL ROGERS: Plan Not Feasible, Pennsylvania DOR Complains
PRIMA PASTA: Estimated Payment to Unsecureds Reduced to 27%
PRINCESS POLLY: Ford to be Paid 60 Monthly Payments at 5% Per Annum

R.C.A. RUBBER: Trustee Hires Suhar & Macejko as Counsel
REMINGTON OUTDOOR: Taps Grant Thornton LLP as Independent Auditor
RESOLUTE ENERGY: Incurs $14.1 Million Net Loss in First Quarter
REVOLUTION ALUMINUM: Trustee's Third Amended Disclosures Okayed
RMG ENTERPRISES: $12K Sale of Trucks to Chesapeake Furniture Okayed

SAMUEL WYLY: Selling Painting Through Dallas Auction Gallery
SCOTTISH HOLDINGS: Plan Proposes Sale of SALIC for $12.5-Mil.
SHAHRIAR JOSEPH ZARGAR: Dist. Court Rejects Bid for Budget Approval
SPEED VEGAS: Liquidating Plan Discloses Purchase of Assets at $5MM
STONEBRIDGE FINANCIAL: Connect Buying All Assets for $420K

SURPRISE VALLEY: Cadira Buying All Assets for $4.7 Million
TIMOTHY BRENNAN: Seeks to Amend West Salem Property Sale Order
TLA TANNING: Plan Outline Okayed, Plan Hearing on June 20
TRINITY INVESTMENT: Hires Haller & Colvin, PC, as Attorney
UW OSHKOSH FOUNDATION: Wisconsin Waived Sovereign Immunity Defense

VANITY SHOP: Committee Files Supplemental Objection to Disclosures
VEGA ALTA: Amends Plan to Clarify IRS Secured, Priority Values
VISTRA ENERGY: Fitch Assigns First-Time 'BB' Issuer Default Rating
WEATHERFORD INTERNATIONAL: Fitch Affirms & Withdraws 'CCC' Ratings
WESTMORELAND COAL: Reports $20.3 Million Net Loss for 1st Quarter

WESTMORELAND RESOURCE: Incurs $12.9-Mil. Net Loss in First Quarter
WILLIAM B. LAWTON: Files Joint Chapter 11 Plan of Liquidation
YOUNG MEN'S: Case Summary & 20 Largest Unsecured Creditors
ZITNER CANDY: Hires Ciardi Ciardi & Astin as Counsel
[^] Recent Small-Dollar & Individual Chapter 11 Filings


                            *********

ACHAOGEN INC: Robert Duggan Has 18.4% Stake as of May 3
-------------------------------------------------------
In a Schedule 13D/A filed with the Securities and Exchange
Commission, these reporting persons disclosed beneficial ownership
of shares of common stock of Achaogen, Inc. as of May 3, 2018:

                                         Shares     Percentage
                                      Beneficially     of
   Name                                   Owned      Shares
   ----                               ------------  ----------
Robert W. Duggan                       8,230,052     18.4%
Genius Inc.                            72,170      Less Than 1%
Blaze-On Corporation                   30,000      Less Than 1%
Robert W. Duggan Foundation            100,255     Less Than 1%

Mr. Duggan is the sole shareholder and director of Genius Inc.  By
virtue of this relationship, Mr. Duggan may be deemed to
beneficially own Shares owned by Genius Inc.  Mr. Duggan is the
sole officer and sole director of Blaze-On.  By virtue of this
relationship, Mr. Duggan may be deemed to beneficially own Shares
owned by Blaze-On.  Mr. Duggan is the president of RWD Foundation.
By virtue of this relationship, Mr. Duggan may be deemed to
beneficially own Shares owned by RWD Foundation.

The aggregate purchase cost of the 8,027,627 Shares owned directly
by Mr. Duggan is approximately $115,247,214, including brokerage
commissions.  Those Shares were acquired with personal funds.  The
aggregate purchase cost of the 72,170 Shares owned by Genius Inc.,
which Mr. Duggan is the sole shareholder of and may be deemed to be
beneficially owned by Mr. Duggan, is approximately $1,630,879,
including brokerage commissions.  Those Shares were acquired with
working capital.  The aggregate purchase cost of the 30,000 Shares
owned by Blaze-On, which Mr. Duggan is the sole officer and sole
director of and may be deemed to be beneficially owned by Mr.
Duggan, is approximately $346,337, including brokerage commissions.
Those Shares were acquired with working capital.  The aggregate
purchase cost of the 100,255 Shares owned by RWD Foundation, which
Mr. Duggan is the President of and may be deemed to be beneficially
owned by Mr. Duggan, is approximately $1,146,317, including
brokerage commissions.  Those Shares were acquired with working
capital.

The aggregate percentage of Shares reported owned by each of the
Reporting Persons is based on 44,796,291 Shares outstanding, as of
May 2, 2018, which is the total number of Shares outstanding as
reported in the Issuer's Quarterly Report on Form 10-Q, filed with
the SEC on May 7, 2018.

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

                    https://is.gd/ufdagI

                     About Achaogen, Inc.

South San Francisco, California-based Achaogen, Inc. --
http://www.achaogen.com/-- is a clinical-stage biopharmaceutical
company committed to the discovery, development, and
commercialization of novel antibacterials to treat multi-drug
resistant gram-negative infections.  The Company is developing
plazomicin, its lead product candidate, for the treatment of
serious bacterial infections due to MDR Enterobacteriaceae,
including carbapenem-resistant Enterobacteriaceae.  In 2013, the
Centers for Disease Control and Prevention identified CRE as a
"nightmare bacteria" and an immediate public health threat that
requires "urgent and aggressive action."

Achaogen incurred a net loss of $125.6 million in 2017, a net loss
of $71.22 million in 2016 and a net loss of $27.09 million in 2015.
As of March 31, 2018, Achaogen had $183.10 million in total
assets, $70.01 million in total liabilities, $10 million in
contingently redeemable common stock and $103.09 million in total
stockholders' equity.


ADVANCED VASCULAR: Appointment of Charles Zebley as Trustee Okayed
------------------------------------------------------------------
The Hon. Jeffery A. Deller of the U.S. Bankruptcy Court for the
Western District of Pennsylvania, at the behest of the United
States Trustee, approved the appointment of Charles O. Zebley, Jr.
as Chapter 11 Trustee of Advanced Vascular Resources of Johnstown,
LLC.

              About Advanced Vascular Resources

Advanced Vascular Resources of Johnstown, LLC, operates an
outpatient vascular-services center in Johnstown, Pennsylvania.

The Debtor sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. W.D. Pa. Case No. 17-70825) on Nov. 21, 2017.  In the
petition signed by Mubashar A. Choudry, president, the Debtor
estimated assets and liabilities of $1 million to $10 million.
Judge Jeffery A. Deller presides over the case.  Robert O Lampl Law
Office is the Debtor's legal counsel.

Charles O. Zebley, Jr., the Chapter 11 Trustee of Advanced Vascular
Resources of Johnstown, LLC, has hired his own firm, Zebley Mehalov
& White, P.C., as counsel.


AFP HOLDING: Sets Bidding Procedures for Elmhurst Property
----------------------------------------------------------
AFP Holding, Inc., asks the U.S. Bankruptcy Court for the Eastern
District of New York to authorize the bidding procedures in
connection with the sale of its fee simple interest in the
non-residential real property located at 54-l4- 74th Street,
Elmhurst, New York, denoted on the Tax Map of the City Register of
the City of New York as Block 02803, Lot 0028, at a public auction
sale.

The Debtor owns the Property which is improved by a commercial
office building.  At the time the involuntary Chapter 7 case was
filed, the building was rented to three commercial tenants.  

On Jan. 6, 2018 in the midst of a record cold spell which gripped
the New York City metropolitan area, a pipe burst within the
building causing extensive damage to the Property.  The Debtor has
given lease termination notices to the tenants who have now vacated
the Property.

The Debtor, in accordance with its policy of insurance, gave notice
to its insurance company, The Philadelphia Indemnity Insurance Co.
and thereafter retained United Public Adjusters and Appraisers Inc.
as its public adjuster to negotiate and settle its claim with the
Insurance Company.  The Debtor will file a separate application to
retain United as its public adjuster in the case to approve the
agreement signed with United to adjust the insurance claim.  The
proposed Order has been consented to by the Secured Creditors.
United and the Debtor are diligently working to present the
Debtor's casualty loss claim to the Insurance Company.

In addition, the Court is respectfully advised that the Debtor's
Secured Creditors who duly consented to convert the Chapter 7 case
to a Chapter 11 proceeding have negotiated with the Debtor to
execute a Plan Agreement which will govern how the Chapter 11 case
will be conducted, and how the Debtor's Property will be sold
pursuant to a Plan of Liquidation.  The Debtor has agreed to the
substantive terms of the Plan Agreement where the Secured Creditors
and the Debtor are concluding their agreement amongst themselves.
The Plan Agreement made with the Debtor, SB and NYBDC will be filed
with the Court and will be a part of the Debtor's Disclosure
Statement which will be filed with the Court in the near future
along with a Plan of Liquidation.

The Debtor, with the consent of the Secured Creditors, has retained
Maltz Auctions, Inc. to market and sell the Debtor's Property
through a public auction sale.  The Order is dated March 27, 2018
and sets forth the detailed terms of compensation to Maltz along
with setting forth Maltz's advertising budget for the sale of the
Property.  Maltz's payment is subject to final approval by the
Court after application in accordance with the provisions of the
Bankruptcy Code and Rules.

The Sale Procedures Order along with the Maltz Retention Order
contemplate a public auction sale conducted by Maltz where the
Secured Creditors have the right to credit bid their mortgages at a
proposed sale.  The Debtor and the Secured Creditors have also
developed detailed Terms and Conditions of Sale.

In applicable part, the Sale Terms provide for a sale of the
Property vacant of tenancies and in "as is" condition.  As
previously described, the Property suffered a casualty loss which
is being adjusted and upon payment of the Debtor's claim, certain
repairs will be made to the Property so that it is in condition to
be sold.  The exact scope of the repairs has not been determined as
yet, however, the Debtor and the Secured Creditors will work
together where it is hoped Debtor's estate will realize a maximum
recovery from adjusting its casualty loss claim coupled with the
sale of the Property.  The Debtor and the Secured Creditors are of
the opinion that the Property which is a small commercial building
is most valuable in the hands of a single commercial buyer of the
Property.

It is specifically contemplated that any third party seeking to bid
at the auction would be required to make a Qualifying Deposit of
$250,000 and sign a Memorandum of Sale.  The Sale Terms also
provide for obligating a Back-up Bidder pending closing of the sale
to the Successful Bidder.  Subject to the Secured Creditors
consent, the Debtor reserves the right to accept a stalking horse
offer for the Property subject to a break-up fee of 1% of the total
purchase price paid at closing provided that the Successful Bidder
is not a secured creditor or an assignee of the secured creditor.

The Debtor and the Secured Creditors will work with Maltz to
schedule a sale keyed to completion of the required building
repairs.  Given that a firm date for the completion of the required
repairs cannot be established at this time, the Debtor and the
Secured Creditors ask authorization from the Court to schedule the
auction sale at a time which will be after the repairs are
completed.  Under the so-called Plan Agreement, if agreed-upon
repairs are not completed by June 1, 2018, ether Secured Creditor
has the right, by written notice, to schedule the auction sale for
a date not less than 60 days, nor more than 90 days after the
notice.  The Debtor will give at least 30 days' notice of the date
of the auction sale to all creditors and parties in interest along
with all other parties who have expressed an interest in purchasing
the Property to Maltz, the Debtor or to the counsel for the Debtor
by serving such parties in interest and possible purchaser with a
copy of completed Sale Terms.

The Debtor and the Secured Creditors request that upon completion
of the auction and filing with the Court a Sale Declaration which
will identify both the Successful Bidder and the Back-up Bidder and
the amounts of their respective bids that the Debtor be authorized
to submit to the Court a Sale Confirmation Order.

It is contemplated that a closing will take place 45 days after the
auction, time of the essence.  The sale will be free and clear of
all liens, claims and encumbrances with all such liens, claims and
encumbrances to attach to the proceeds of sale in their respective
order of priority.  The Court is respectfully advised that aside
from the Secured Creditors who jointly hold a first mortgage on the
Property pursuant to an Intercreditor Agreement, the U.S. Small
Business Administration holds a third mortgage on the Property,
however, the Debtor does not believe that the value of its estate
will be sufficient for any payments to be made to the SBA as a
secured creditor.

Simultaneously with the steps being taken to repair the Property
and to market and sell the Property, the Debtor will ask to confirm
a Plan of Liquidation which will be funded through carve outs of
the Secured Creditors' claims.  The Disclosure Statement which will
be submitted to the Court along with the Plan of Liquidation will
further define and explain the extent of the carve outs to
creditors and to counsel for the Debtor.  The Debtor will ask
confirmation of the Plan of Liquidation contemplating that the
Property will be sold pursuant to a confirmed Plan thereby invoking
the benefits and tax savings under Section l146(a) of the
Bankruptcy Code.

The Debtor proposes to serve a full and complete copy of the Motion
upon the U.S. Trustee, all creditors, all parties who have filed
notices of appearance and all taxing authorities.  The Debtor asks
that any opposition to the relief sought must be filed at least
seven days before the return date of the Motion.

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

   http://bankrupt.com/misc/AFP_Holding_63_Sales.pdf

                        About AFP Holding

On May 23, 2017, an involuntary petition under Chapter 7 of Title
11 of the United States Code was filed against the Debtor by
SummitBridge National Investments III LLC and the New York Business
Development Corp.

The Debtor filed a motion to dismiss the involuntary Chapter 7 case
and, after an evidentiary hearing, the Court denied the Debtor's
motion to dismiss the Petition.

A motion was made to convert the Chapter 7 case to a Chapter 11
case and an Order was duly entered by this Court on consent of
SummitBridge National and New York Business allowing the case to
proceed under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y.
Case No. 17-42642).

The Debtor hired Neal M. Rosenbloom, Esq., at Goldberg Weprin
Finkel Goldstein LLP, as counsel.

On March 27, 2018, the Court appointed Maltz Auctions, Inc., as
auctioneer.


ALGODON WINES: Scott Mathis Has 13.1% Stake as of Dec. 31
---------------------------------------------------------
Scott L. Mathis reported in a Schedule 13G/A filed with the
Securities and Exchange Commission that as of Dec. 31, 2017, he
beneficially owns 7,184,224 shares of common stock of Algodon Wines
& Luxury Development Group, Inc., constituting 13.1 percent of the
shares outstanding.

The amount includes 336,545 shares of common stock held by Mr.
Mathis; 3,823,548 shares of common stock held by The WOW Group,
LLC, of which Mr. Mathis is managing member; 140,999 shares of
common stock held by Mr. Mathis' 401(k), which includes 2,100
shares of Series B Preferred Convertible Stock on an as converted
basis; vested warrants held by Mr. Mathis for 358,200 shares of
common stock; and vested options held by Mr. Mathis for 2,524,932
shares of common stock.  The Series B stock is represented on an as
converted basis of 21,000 common shares for purposes of this
report.

The Amendment No. 1 to Schedule 13G, dated May 4, 2018, was filed
by Mr. Mathis to amend the Schedule 13G originally filed on Feb.
14, 2018, to correct the number of shares of common stock held by
The Wow Group, LLC, of which Mr. Mathis is the managing member.

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

                      https://is.gd/ALADgD

                        About Algodon Wines

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

Algodon Wines reported a net loss attributable to common
stockholders of $8.25 million for the year ended Dec. 31, 2017,
compared to a net loss attributable to common stockholders of
$10.04 million for the year ended Dec. 31, 2016.  As of Dec. 31,
2017, Algodon Wines had $8.34 million in total assets, $4.33
million in total liabilities, $9.02 million in series B convertible
redeemable preferred stock, and a total stockholders' deficiency of
$5.02 million.

Marcum LLP, in New York, the Company's auditor since 2013, issued a
"going concern" opinion in its report on the consolidated financial
statements for the year ended Dec. 31, 2017, citing that the
Company has incurred significant losses and needs to raise
additional funds to meet its obligations and sustain its
operations.  These conditions raise substantial doubt about the
Company's ability to continue as a going concern.



AMERICAN AIRLINES: S&P Assigns BB+ Rating on 2025 Term Loan
-----------------------------------------------------------
S&P Global Ratings assigned its 'BB+' issue-level rating and '1'
recovery rating to American Airlines Inc.'s $1.825 billion term
loan due June 2025, which amends and extends its existing $1.825
billion (outstanding) term loan due 2020.

S&P said, "The '1' recovery rating indicates our expectation for
very high (90%-100%; rounded estimate: 95%) recovery in a
hypothetical default scenario. The amended term loan and the
company's existing $1.2 billion revolving credit facility due Oct.
13, 2022, are secured by route authorities, takeoff and landing
slots, and foreign airport gate leasehold interests that American
uses to provide scheduled air service to South America."

S&P explained, "We base our ratings on the consolidated credit
quality of American Airlines' parent, American Airlines Group Inc.,
and our analysis of recovery prospects for lenders in a
hypothetical bankruptcy scenario. International routes are rights
granted by the U.S. Department of Transportation and can be (and
have been) sold from one airline to another. Takeoff and landing
slots and airport gate leasehold interests are held at U.S. and
non-U.S. airports. Appraisers value such collateral as a business
operated by the airline currently using them by estimating future
earnings or cash flows and discounting them to arrive at a value.
American has not publicly disclosed the appraised value of the
collateral securing the Latin American revolving credits and term
loans. The appraisers do not separately identify value attributable
to routes, slots, or gates, which would be difficult given the
appraisal approach they use. Historically, international routes
were a scarce right granted by governments under bilateral aviation
treaties and the barriers to entry they created were a source of
value. Aviation treaties with countries in Latin America vary in
terms of their degree of access but most set some limits on the
number of flights permitted. In our recovery analysis, we assume
that the Latin American routes remain under the control of American
in bankruptcy because they are important sources of earnings and
cash flow with good growth potential."

ISSUE RATINGS--RECOVERY ANALYSIS

Key analytical factors

S&P said, "We assigned our 'BB+' issue-level rating and '1'
recovery rating to American Airlines' $1.825 billion term loan,
which is secured by international route rights to South America and
related assets.

"We rate American Airlines Inc.'s other senior secured revolvers
and term loans 'BB+' with a '1' recovery rating.

"We rate American Airlines Group Inc.'s senior unsecured notes
'BB-' with a '4' recovery rating.

"We have valued the company on a discrete asset basis as a going
concern using current book values as reported and fair market
values of appraised assets including routes, slots, and aircraft.

"Our valuations reflect our estimate of the value of the various
assets at default based on market appraisals as adjusted for
expected realizations rates in a distressed scenario."

Simulated default scenario

-- Simulated year of default: 2022

Simplified waterfall

-- Net enterprise value (after 5% admin. costs): $21.768 billion
-- Valuation split (obligors/nonobligors): 43%/57%
-- Value available to first-lien (non-equipment) debt claims
(collateral): $9.321 billion
-- Secured (non-equipment) first-lien debt claims: $6.920 billion
    --Recovery expectations: 90%-100% (rounded estimate: 95%)
-- Value available to first-lien equipment debt claims
(collateral): $12.447 billion
-- Secured equipment first-lien claims: $9.792 billion
    --Recovery expectations: Not applicable
-- Total value available to unsecured claims: $5.161 billion
-- Senior unsecured debt/pari-passu unsecured claims: $1.798
billion/$1.034 billion
    --Recovery expectations: 30%-50% (rounded estimate: 40%)

  RATINGS LIST

  American Airlines Inc.
   Corporate Credit Rating                BB-/Stable/--

  New Rating

  American Airlines Inc.
   Senior Secured
    $1.825 bil term ln B due 06/27/2025   BB+
     Recovery Rating                      1(95%)


AMERICAN WEST: Bankr. Court Nixes Bid to Reopen Chapter 11 Case
---------------------------------------------------------------
On March 21, 2018, the court heard Debtor American West
Development, Inc.'s motion (I) to Reopen Chapter 11 Case; and (II)
for an Order to Show Cause Why Scott Lyle Graves Canarelli and His
Counsel Should Not Be Held in Contempt for Violating Plan
Discharge, Exculpation, Release and Injunctive. Upon consideration
of evidence presented, Judge Mike K. Nakagawa of the U.S.
Bankruptcy Court for the District of Nevada issued an order denying
the Debtor's requests.

AWD seeks to reopen the Chapter 11 proceeding so that the court can
issue an order to show cause ("OSC") "why Scott Canarelli and the
[SDF] Firm should not be held in contempt for violating the
discharge, exculpation, release and injunctive provisions of the
Plan." The acts constituting the alleged violations relate to a
probate matter pending in the Eighth Judicial District Court, Clark
County, Nevada ("Probate Court"), styled as In the Matter of The
Scott Lyle Graves Canarelli Irrevocable Trust, dated Feb. 24, 1998
("Probate Proceeding"). That proceeding was commenced on Sept. 30,
2013, after the effective date of the confirmed Plan. The Probate
Proceeding was initiated through the filing of a "Petition to
Assume Jurisdiction over the Scott Lyle Graves Canarelli
Irrevocable Trust; to Confirm Edward C. Lubbers as Family and
Independent Trustee; for an Inventory and Accounting; to Compel an
Independent Valuation of the Trust Assets Subject to the Purchase
Agreement Dated May 31, 2013; and to Authorize and Direct the
Trustee and Former Trustees to Provide Settlor/Beneficiary with Any
and All Information and Documents Concerning the Sale of the
Trust's Assets Under Such Purchase Agreement" ("the Petition").

The Petition references three documents of importance to that
dispute: (1) a "Purchase Agreement" apparently dated May 31, 2013,
(2) an unsecured "LLC Note" executed in connection with the
Purchase Agreement, with payments commencing April 1, 2013, and (3)
an unsecured "Corporation Note" executed in connection with the
Purchase Agreement, with payments commencing April 1, 2013. The
Petition was filed by Scott Canarelli through his attorneys, the
SDF Firm.

AWD asserts that the conduct of Scott Canarelli and his counsel,
the SDF Firm, violates the discharge provided by Section 1141(d),
as well as separate exculpation, release and discharge provisions
of the Plan. On that asserted basis, AWD seeks an order requiring
Scott Canarelli and the SDF Firm to show cause why they should not
be held in contempt. If they are found in contempt for violation of
the discharge, AWD apparently would seek compensatory damages,
attorneys' fees, and possibly noncompensatory damages.

In their response, Scott Canarelli and the SDF Firm state that "the
Plan does not discharge the claims raised in the Surcharge Petition
because (1) they arose post-effective date; (2) they are against
non-debtors; and (3) they are not within the scope of Claims which
are subject to the Plan release provisions." Scott Canarelli and
the SDF Firm primarily maintain that none of the relief sought by
the Surcharge Petition imperils the bankruptcy discharge of
prepetition claims obtained by AWD through confirmation of the
Plan. They also argue that their actions in the Probate Proceeding
also do not implicate the exculpation, release and injunction
provisions of the confirmed Plan. Scott Canarelli and the SDF Firm
further argue that any protection afforded by the discharge
injunction or the Plan provisions would not, in any event, excuse
AWD from responding to any discovery undertaken in the Probate
Proceeding. Finally, Scott Canarelli and the SDF Firm assert that
the bankruptcy court lacks jurisdiction over the claims raised by
the Surcharge Petition.

As the Reorganized Debtor, AWD is both an Exculpated Party and a
Released Party. AWD, therefore, would be protected by the
exculpation, release and injunction provisions of the Plan. The
court is not persuaded, however, that the Surcharge Petition
implicates any of those provisions at this point.

There is no dispute that Scott Canarelli and the SDF Firm have
actual knowledge that AWD received its Chapter 11 discharge. There
also is no dispute, however, that AWD has not made an appearance in
the Probate Proceeding. Additionally, there is no dispute that the
prayer of the Surcharge Petition does not seek affirmative relief
against AWD. There also is no dispute that a debtor's discharge of
a debt through bankruptcy does not affect the liability of
non-debtor parties. There also is no apparent dispute that the
non-debtor parties that are the subject of the Surcharge Petition
did not receive bankruptcy discharges in any other bankruptcy
proceeding. Under these circumstances, there appears to be no
affirmative defense of a discharge in bankruptcy that has been
waived by any parties to the Surcharge Petition. As a result,
neither the timing nor the substance of the claims presently
asserted in the Probate Proceeding implicate AWD, as the
Reorganized Debtor, with respect to the Discharge Injunction, or
the exculpation, release, or injunction provisions of the Plan.

There also is no dispute that the Probate Court has jurisdiction
over the parties to the Probate Proceeding. The court has no doubt
that the Probate Court can resolve any discovery disputes brought
before it, including any protective orders sought by non-parties.
Moreover, no suggestion has been made that the Probate Court is
unable to tailor any judgment so that it does not constitute a
determination of AWD's personal liability on a debt discharged by
the confirmed Plan. Inasmuch as any judgment that determines AWD's
personal liability on a discharged debt is void as a matter of law,
such a judgment cannot be enforced.

More important, any attempt by Scott Canarelli and the SDF Firm to
obtain such a judgment would constitute a knowing violation of the
Discharge Injunction through an intentional act, thereby subjecting
them to contempt sanctions.

Based on the foregoing, the court denies, without prejudice, AWD's
request to reopen the case inasmuch as it might unnecessarily
expose the Reorganized Debtor to liability for statutory fees. The
court also denies, without prejudice, AWD's request for an OSC
until required, if at all, by the outcome of the Probate
Proceeding.

The bankruptcy case is in re: AMERICAN WEST DEVELOPMENT, INC.,
Chapter 11, Debtor, Case No. 12-12349-MKN (Bankr. D. Nev.).

A full-text copy of the Court's Order dated April 12, 2018 is
available at https://bit.ly/2reJD73 from Leagle.com.

AMERICAN WEST DEVELOPMENT, INC., Debtor, represented by BRETT A.
AXELROD -- baxelrod@foxrothschild.com -- FOX ROTHSCHILD LLP,
CHARLES D. AXELROD -- caxelrod@foxrothschild.com -- FOX ROTHSCHILD
LLP, MICAELA RUSTIA MOORE, CITY OF NORTH LAS VEGAS & NATHAN A.
SCHULTZ.

U.S. TRUSTEE - LV - 11, 11, U.S. Trustee, represented by ATHANASIOS
E. AGELAKOPOULOS.

                       About American West

American West Development, Inc. -- fdba Castlebay 1, Inc., et al.
-- is a homebuilder in Las Vegas, Nevada, founded on July 31, 1984.
Initially, AWDI was known as CKC Corporation, but later changed
its name.

AWDI filed for Chapter 11 bankruptcy protection (Bankr. D. Nev.
Case No. 12-12349) on March 1, 2012.  Judge Mike K. Nakagawa
presides over the case.  Brett A. Axelrod, Esq., and Micaela Rustia
Moore, Esq., at Fox Rothschild LLP, serve as AWDI's bankruptcy
counsel.  Nathan A. Schultz, P.C., is AWDI's conflicts counsel.
AWDI hired Garden City Group as its claims and notice agent.
American West disclosed $55.39 million in assets and $208.5 million
in liabilities as of the Chapter 11 filing.

James L. Moore, as future claims representative in the Chapter 11
case of American West Development, Inc., tapped the law firm of
Field Law Ltd. as his counsel.


AMERICANN INC: Amends 3.3 Million Shares Resale Prospectus
----------------------------------------------------------
Americann, Inc. filed with the Securities and Exchange Commission
an amendment to its Form S-1 registration statement relating to the
offering by certain of its shareholders of up to 3,318,333 shares
of the Company's common stock which they may acquire upon or the
exercise of warrants or the conversion of notes.

Although the Company will receive proceeds if any of the warrants
are exercised, the Company will not receive any proceeds from the
sale of the common stock by the selling stockholders.  The Company
will pay for the expenses of this offering which are estimated to
be $50,000.

Americann's common stock is traded on the over-the-counter market
under the symbol ACAN.  On April 30, 2018 the closing price for the
Company's common stock was $3.64.

As of May 3, 2018 there was no public market for the Company's
warrants, and the Company does not expect a market to develop in
the future.

A full-text copy of the amended prospectus is available at:

                       https://goo.gl/fzb36q

                          About Americann

Headquartered in Denver, Colorado, AmeriCann offers a
comprehensive, turnkey package of services that includes
consulting, design, construction and financing to approved and
licensed marijuana operators throughout the United States.  The
Company's business plan is based on the anticipated growth of the
regulated marijuana market in the United States.

Americann reported a net loss of $2.77 million for the year ended
Sept. 30, 2017, compared to a net loss of $2.21 million for the
year ended Sept. 30, 2016.  As of Dec. 31, 2017, Americann had
$5.53 million in total assets, $2.97 million in total liabilities
and $2.56 million in total stockholders' equity.

MaloneBailey, LLP, in Houston, Texas, issued a "going concern"
opinion in its report on the consolidated financial statements for
the year ended Sept. 30, 2017 stating that the Company suffered
recurring losses from operations and has an accumulated deficit.
These conditions raise significant doubt about the Company's
ability to continue as a going concern.


ANTHONY SALTER: Missouri River Buying 8-Tower Valley Pivot for $40K
-------------------------------------------------------------------
Anthony Wayne Salter and Mary Frances Salter ask the U.S.
Bankruptcy Court for the Southern District of Iowa to authorize the
sale of an 8-tower Valley Pivot (396 hours) to Missouri River
Farms, LLC for $40,000.

Agriland FS, Inc. and Treynor State Bank both allege a superior
lien on the sale proceeds.  The sale proceeds will be held in the
Debtors' counsel's trust account until Agriland and TS Bank agree
as to disbursement or the Court enters an order directing the
disbursement.

It is in the best interest of the estate that the aforesaid
property be sold.

The Purchaser:

          MISSOURI RIVER FARMS, LLC
          c/o CT Capital Management
          1 Landmark Square, 20th Floor
          Stamford, CT 06901

Anthony Wayne Salter and Mary Frances Salter sought Chapter 11
protection (Bankr. S.D. Iowa Case No. 18-00194) on Jan. 31, 2018.
The Debtors tapped Nicole B Hughes, Esq., as counsel.


ARITEL INC: Unsecureds to Get 1% with No Interest Over 5 Years
--------------------------------------------------------------
Aritel, Inc., and Cheneliz Convention Center, Inc., filed with the
U.S. Bankruptcy Court for the District of Puerto Rico their fourth
amended consolidated disclosure statement to accompany their
proposed plan of reorganization dated April 13, 2018.

This latest filing includes the financial information of the
Substantively Consolidated Estate of Aritel/Cheneliz although
general information of each Debtor is included for reference.
Assets, claims and the treatment of the claims are presented as a
single estate.

Class 7 under the latest plan is comprised of allowable general
unsecured claims, except those that are included in or elected to
be treated as in Class 4 or elected to be treated under Class 5 or
included in Class 6.  The aggregate claims estimated to be allowed
under this class are $196, 981.40.  This class of general unsecured
creditors will each receive, commencing 30 days after the effective
date of the plan, 1% of each allowed claim in equal monthly
installments, without interest, for a period of five years.  The
amount expected to be paid in shares is $1,969.81.

The funds generated from the recovery of receivables and the
issuance of new shares will be sufficient for the distribution to
administrative, priority and unsecured claims as provided in the
plan.

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

     http://bankrupt.com/misc/prb14-03727-11-494.pdf

A full-text copy of the Fourth Amended Consolidated Reorganization
Plan is available at:

     http://bankrupt.com/misc/prb14-03727-11-495.pdf

                       About Aritel, Inc.

Aritel, Inc., Cheneliz Convention Center, Inc., and F.C.
Development, Inc., sought protection under Chapter 11 of the
Bankruptcy Code on May 6, 2014.  The cases are joint administered
under Case No. 14-03727 (Bankr. D.P.R.).
Aritel/Cheneliz's assets as of May 6, 2014, totaled $3,781,403,
while FC Development's assets of as May 6, 2014, totaled
$1,095,258.

The petition was signed by Franco Caban Valentin, president.  A
list of Aritel's 20 largest unsecured creditors is available for
free at
http://bankrupt.com/misc/prb14-03727.pdf


BAKKEN INCOME: Zavanna Buying All Assets for $2.1 Million
---------------------------------------------------------
Bakken Income Fund, LLC, asks the U.S. Bankruptcy Court for the
District of Colorado to authorize its Purchase and Sale Agreement
with Zavanna, LLC, in connection with the sale of substantially all
assets for $2,050,000, subject to adjustments.

Beginning in 2014, supply-side economics and pricing disruptions in
the energy sector began to impact negatively the value of the
Debtor's property interests, and the revenues received under the
JOAs and Pooling Orders.  As a result, the Debtor was compelled to
enter into workout discussions with BOKF, doing business as Bank of
Oklahoma, NA ("BOK"), ultimately culminating in a forbearance
arrangement.  An ongoing dispute with Zavanna over setoff and
recoupment rights for wells and related properties operated by
Zavanna further complicated the Debtor's cashflow situation.
Subsequently, BOK terminated the forbearance arrangement, and
informed the Debtor that it would ask appointment of a receiver.
The Debtor then sought relief under chapter 11.

During the pendency of the case, the Debtor and Zavanna were able
to compromise and settle their ongoing dispute under the terms of
an agreement approved by the Court.  Following the compromise with
Zavanna, the Debtor determined it would be in the best interests of
the estate, including BOK, to sell substantially all of its assets.
It believed that stabilizing market conditions supported such an
exit strategy and hoped that a formal sales process would yield a
value in excess of the BOK claim.  Accordingly, the Debtor engaged

TenOaks Energy Advisors as a sales agent in the summer of 2017.

TenOaks undertook a robust and extensive marketing process of the
Debtor's assets.  Unfortunately, none of these potential buyers
decided to move past the post due-diligence stage and to the
negotiation of a binding asset purchase agreement.  Ultimately,
Zavanna emerged as a potential buyer, albeit at a price below the
BOK indebtedness.  The PSA includes a number of wells and related
assets operated by parties other than Zavanna.  Fortunately, the
Debtor was able to negotiate a discounted payoff with BOK, whereby
BOK has agreed to accept the Purchase Price in full satisfaction of
its claims in the case.

The Debtor believes that Zavanna is capable of completing the
purchase and closing the transaction by May 31, 2018.  t is the
Debtor's intention that the full Purchase Price be paid to BOK at
closing in full and complete satisfaction of its claim in the case.
BOK will release its liens against the Debtor's assets at closing,
upon receipt of $2.05 million at closing, or such other lesser
amount acceptable to BOK if there is a downward adjustment in the
amount paid at closing.

Zavanna is not purchasing cash and certain other assets that were
transferred to the Debtor post-petition by a related entity
("Colorado Assets").  The Colorado Assets are not subject to the
BOK's security interest and the proceeds from the subsequent sale
of the Colorado Assets, together with the Debtor's cash, will be
available to pay creditors.

By the Sale Motion, the Debtor asks to sell substantially all
assets located in North Dakota including its interests in all
Lands, Leases, Wells, working and mineral interests, rights,
overriding royalties and royalties, as well as Hydrocarbons in,
arising from, or under the Properties and Equipment related to the
Properties, as well as all permits, licenses, related contracts,
Records, maps, files, data covering any of portion of the
Properties, and rights claims and causes of action relating to any
Assumed Liabilities, to Zavanna.  Upon the closing of the Sale of
the Assets, the Debtor will have sold substantially all of its
tangible assets (except cash), thereby significantly reducing the
costs of administering the remaining estate.

The Purchase Price for the Assets will be in the amount of $2.05
million, subject to adjustments described in Section 2.3 of the PSA
plus the Cure Amount, plus the assumption of certain liabilities of
the Debtor.  The Sale will be free and clear of any and all liens,
claims, interests, Encumbrances and Liabilities, with $2.05 million
payable directly to BOK in satisfaction of its secured claims.  The
Debtor will retain all cash in excess of the Purchase Price.

To facilitate and effect the sale of assets, Zavanna may ask that
the Debtor assumes and assigns certain executory contracts and
unexpired leases.  By separate motion, the Debtor asks authority to
assume and assign joint operating agreements and other executory
contracts which are included in the Sale.  The Debtor will cause
notice(s) to be provided to all counterparties to executory
contracts and unexpired leases informing them their respective
Contract may be assumed and assigned.  The Assumption Notice will
also provide the counterparties to the possible Assumed Contracts
notice of the amount that the Debtor believes must be cured upon
the assumption and/or assignment.

Except as may otherwise be agreed to by the parties to a Purchased
Contract (with the consent of the Zavanna), at or prior to the
Closing Date, Zavanna will pay all Cure Amounts.  At any time prior
to Closing, Zavanna has the right to change the designation of any
Assumed Contract to an Excluded Contract.

Based on the results of their analysis of its ongoing and future
business prospects, the Debtor's management and team of financial
advisors have concluded that a sale may be the best method to
maximize recoveries and ensure that the value of its assets is
maintained for the benefit of creditors and their estate.
Maximization of asset value is a sound business purpose, warranting
authorization of the sale.

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

   http://bankrupt.com/misc/Bakken_Income_194_Sales.pdf

The Creditor:

          BANK OF OKLAHOMA
          1625 Broadway
          Suite 1100
          Denver, CO 80202-4766

                    About Bakken Income Fund

Bakken Income Fund LLC is an oil and gas investment fund.  It was
formed in Colorado in 2011.  Its corporate offices are located at
521 DTC Parkway, Suite 200, Greenwood Village, Colorado.

Bakken Income Fund sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Colo. Case No. 16-20212) on Oct. 17,
2016.  In the petition signed by Randall Kenworthy, managing
member, the Debtor estimated its assets and liabilities at $1
million to $10 million.

Judge Elizabeth E. Brown oversees the case.

The Debtor tapped Courtney H. Gilmer, Esq., at Baker, Donelson,
Bearman, Caldwell & Berkowitz, P.C. as lead bankruptcy counsel, and
Brownstein Hyatt Farber Schreck, LLP as co-counsel.  The Debtor
also hired TenOaks Energy Advisors, LLC, as sales agent.

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


BHAILAL PATEL: Ferdinand Hui Buying Baltimore Property for $473K
----------------------------------------------------------------
Bhailal B. Patel asks the U.S. Bankruptcy Court for the District of
Maryland to authorize the sale of the real property located at 675
S President St. #1806, Baltimore, Maryland to Ferdinand Hui for
$473,000.

A hearing on the Motion is set for May 17, 2018, at 11:00 a.m.  The
objection deadline is May 14, 2018.

The Debtor is the fee simple 50% owner of the Property, with an AB
scheduled value of $395,000.  The other owner of the Property is
Sanket Patel.

The Debtor has entered into a residential contract of sale with the
Buyer to sell the Property for $473,000, with $10,000 as earnest
money deposit.  The Buyer is not related to the Debtor.  Pursuant
to the Contract, the Buyer will bear all recordation and transfer
cost of the proposed sale of the Property, such that the net
proceeds of the sale of the Property are expected to be
approximately $449,000.

The Debtor believes and avers that the proposed sale price of
$473,000 is the best, fair and reasonable price to be obtained.
This assessment is based on the existence of an escalation addendum
to the contract and that the sale price is more than the scheduled
value of the Property.

The employed listing agent is Holly Winfield of Monument Sotheby's
International Realty.  Neither the Agent nor Monument Sotheby's
International Realty are in business with or related to the Debtor.


The Property is encumbered by a Deed of Trust dated Dec. 6, 2007,
in favor of First Horizon Home Loans, ("FHHL"), filed at Book 10517
and page 473 in the Land Records of Baltimore City, Maryland.  The
balance owed to the holder of the Note secured by the DOT is
approximately, $392,720.

The Property is further encumbered by a second priority judgment
lien in favor of Vue Condominium, and evidenced by claim 10-1 in
the amount of $30,789.  Sanket Patel has made payments on the
indebtedness secured by the Condo Lien, such that the approximately
indebtedness secured by the Condo Lien is approximately $21,900.

On April 9, 2018, there was an offer extended to and accepted by
the Owners from the Buyer for $473,000 to purchase the Property.

Additionally, the Debtor also asks the Court to sell the Property
Free and Clear of any Judgment Liens that may exist at the time of
the settlement.  All net proceeds of the sale of the Property will
be paid first to the holder of the DOT; and then to the Vue
Condominium on account of the Condo Lien; thus, it is anticipated
that all indebtedness secured by encumbrances in favor of the
holder of the DOT and Condo Lien will be paid in full.

If, alternatively, net proceeds are insufficient to pay all
indebtedness secured by liens in full, then the Debtor relies on
Section 363(f)(5) in that the holder of the liens would be
compelled in applicable non-bankruptcy proceeding to accept payment
of all net proceeds in satisfaction and extinguishment of all liens
on the Property.

In addition to the approval of the sale of the property, the Debtor
is asking the authority from the Court to pay all realtors fees as
defined in the Listing agreement.  The total commission to be paid
is 2.5% of the total purchase price of $473,000 to be disbursed to
the Seller's agent, and 2.5% of the original offer price of
$425,000 to be disbursed to the Buyer's agent, which totals $11,825
to the Seller's agent and $10,625 to the Buyer's agent for a total
commission paid at closing of $22,450.  The Debtor relies upon the
content of the Motion and no memorandum of law will be filed.

The sale will benefit the estate, in that the proceeds from the
sale will satisfy in full the DOT and Condo Lien encumbrances
against Debtor's real property, eliminating the accrual of any
additional unsecured debt from a foreclosure.

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

       http://bankrupt.com/misc/Bhailal_Patel_118_Sales.pdf

Bhailal B. Patel commenced a bankruptcy case (Bankr. D. Md. Case
No. 17-13091) as a voluntary Chapter 7 petition on March 7, 2017.
The case was converted to one under Chapter 11 on Oct. 19, 2017.

The Debtor's bankruptcy counsel:

         Tate M. Russack
         RLC Lawyers & Consultants
         7999 N. Federal Hwy, Suite 100A
         Boca Raton, FL 33487
         Tel: 561-571-9601
         Fax: 800-883-5692
         E-mail: tate@russack.net


BIRCH COMMUNICATIONS: S&P Discontinues 'B-' CCR on Debt Repayment
-----------------------------------------------------------------
S&P Global Ratings discontinued its ratings, including the 'B-'
corporate credit rating, on Birch Communications Holdings Inc. and
its subsidiaries.

The discontinuance follows the successful completion of Fusion's
acquisition of the cloud and business services operations of Birch
and redemption of Birch's debt.



BLACKHAWK NETWORK: Moody's Assigns B2 CFR Amid Merger Deal
----------------------------------------------------------
Moody's Investors Service assigned a corporate family rating (CFR)
and probability of default rating (PDR) of B2 and B2-PD,
respectively, to BHN Merger Sub, Inc., which will be merged with
Blackhawk Network Holdings, Inc. ("Blackhawk").

Moody's also assigned B1 ratings to the proposed revolver and first
lien term loan and a Caa1 rating to the second lien term loan. The
rating outlook is stable.

The net proceeds from the financing will be used to help fund the
purchase of Blackhawk by Silver Lake Partners and P2 Capital
Partners, repay existing debt, and add cash to the balance sheet.

RATINGS RATIONALE

The B2 CFR reflects Blackhawk's high financial leverage (about 7x
on a trailing, pro forma debt to EBITDA basis), which Moody's
expects to decrease to the mid 5x level by the end of 2019 through
a combination of profit growth and debt repayment. The ratings also
consider Blackhawk's concentrated business profile, which is still
reliant on a single product line (gift cards) with partner
concentration risks in a retail industry facing secular challenges
associated with the shift toward e-commerce and new payment
technologies.

At the same time, Blackhawk has increasingly diversified its
business (e.g., about 40% of total revenues is currently derived
from physical U.S. retail compared to more than two-thirds in 2014)
with digital card offerings, consumer incentives and rebate
programs, and international expansion. Blackhawk also benefits from
sizable cash flows supported by the growth in dollar volumes
processed through its highly scalable and global processing
network. Operating performance will continue to be supported by
long-term contracts with distribution partners, such as Kroger,
Albertsons/Safeway and Giant Eagle, who collectively generated
about 20% of total operating revenues in 2017. In addition,
Blackhawk maintains long-standing relationships with leading
content providers across a variety of retail categories including
Apple, the largest content provider who represented 11.2% of total
operating revenues in 2017.

The stable outlook reflects Moody's expectation that Blackhawk will
grow annual revenues over the next year driven by the shift toward
electronic payments and the growth of digital gift cards. In
addition, Moody's expects that Blackhawk will generate substantial
free cash flow.

The ratings could be upgraded if Blackhawk maintains its market
position as one of the largest third-party distributors of gift
cards globally while reducing adjusted debt to EBITDA to 4.5x on a
sustained basis and demonstrating a sustained commitment to
conservative financial policies. The ratings could be downgraded if
Blackhawk's competitive position weakens materially (e.g., revenues
decline, EBITDA/adjusted net operating revenue falls below 20%, or
a large new competitor emerges) or Moody's expects leverage to
remain above 6x for an extended period of time. Downward rating
pressure could also arise with the expectation of deteriorating
liquidity or more aggressive financial policies to fund dividend
payments or acquisitions.

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

Assignments:

Issuer: initially BHN Merger Sub, Inc. and then Blackhawk Network
Holdings, Inc.

Corporate Family Rating at B2

Probability of Default Rating at B2-PD

Senior Secured First Lien Revolving Credit Facility at B1 (LGD3)

Senior Secured First Lien Term Loan at B1 (LGD3)

Senior Secured Second Lien Term Loan at Caa1 (LGD6)

Outlook at Stable

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

Blackhawk, with over $2.2 billion of total operating revenues in
2017, operates a physical and digital gift card and prepaid
payments network.


C.W. MINING: Court Approves Trustee's Proposed Disclosure Statement
-------------------------------------------------------------------
Judge R. Kimball Mosier of the U.S. Bankruptcy Court for the
District of Utah approved the Chapter 11 Trustee's disclosure
statement to accompany the proposed plan of liquidation dated Feb.
22, 2018 for C. W. Mining Company.

The Court approved the disclosure statement with certain
modifications. On April 4, 2018, the Trustee filed an updated
Disclosure Statement for Trustee's Chapter 11 Plan of Liquidation
dated Feb. 22, 2018, As Modified, containing the modifications
described at the hearing and updating other information. On April
4, 2018, the Trustee also filed an updated Trustee’s Plan of
Liquidation, dated Feb. 22, 2018, As Modified with the
modifications discussed at the hearing.

The hearing on confirmation of the Plan is scheduled to be held on
May 17, 2018 at 10:00 a.m. in the Courtroom of the Honorable R.
Kimball Mosier, United States Bankruptcy Court, 350 South Main
Street, Salt Lake City, Utah 84101.

Any objection to confirmation of the Plan must be filed and served
no later than May 10, 2018.

The Trustee must file his ballot report and responses to objections
no later than May 14, 2018.

As previously reported by the Troubled Company Reporter, under the
Trustee’s plan, the Liquidating Trustee will make a Pro Rata
distribution to Holders of Class 3 Claims 30 days from Effective
Date from funds available after reserving amounts for and disputed
Administrative Expense Claims, the Disputed Claims Reserve, and
estimated future expenses of the Liquidating Trust. The Liquidating
Trustee will make subsequent distribution(s) of a Pro Rata share of
funds available for distribution to Unsecured Claims as soon as
reasonably practicable in the business judgment of the Liquidating
Trustee. There is currently a total of $27,366,266.29 in General
Unsecured Claims after deducting claims released and to be
withdrawn pursuant to approved settlements.

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

           http://bankrupt.com/misc/utb18-20105-2984.pdf

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

           http://bankrupt.com/misc/utb08-20105-2949.pdf

                   About C.W. Mining Company

C.W. Mining Company ("CWM") was the former owner of a coal mine in
Utah.  Based in Salt Lake City, Utah, C.W. Mining Co. dba Co-Op
Mining Company operated the Bear Canyon Mine in Emery County, Utah,
under the terms of a lease with C.O.P. Coal Development Company,
which owns the mine.  Aquila Inc., Owell Precast, LLC, and House of
Pumps, Inc., filed an involuntary Chapter 11 petition (Bankr. D.
Utah Case No. 08-20105) on Jan. 8, 2008.  An Order for Relief was
entered against the Debtor granting relief under Chapter 11 of the
Bankruptcy Code on September 26, 2008.  In November 2008, the
Chapter 11 case was converted to a Chapter 7 liquidation
proceeding.  Kenneth A. Rushton served as the Chapter 7 Trustee,
and was represented by Brent D. Wride, Esq., at Ray Quinney &
Nebeker, in Salt Lake City.  Gary E. Jubber later substituted Mr.
Rushton as Chapter 7 Trustee.

On February 6, 2014, the Bankruptcy Court entered an Order granting
a motion filed by Aquila to reconvert the Bankruptcy Case to one
under chapter 11. Mr. Jubber was appointed as the chapter 11
trustee.


CAPITAL CITY: Fleet Fleet Buying All Assets for $20K
----------------------------------------------------
Capital City Runners, LLC, asks the U.S. Bankruptcy Court for the
Northern District of Florida to authorize the sale of substantially
all assets to Fleet Feet Sports Development Co., LLC for $20,000.

The assets to be sold include all inventory, equipment, leasehold
improvements, furniture, fixtures, computers, office equipment,
furnishings, inventories, materials, supplies, contract rights (if
and to the extent assumed by the Buyer in its sole discretion),
books and records reasonably necessary for the operation of the
business, domain names, social media accounts, email addresses,
ustomer lists and database(s) including but not limited to purchase
history and contact information specific to the business,
intellectual property, trademarks, advertising, all to the extent
assignable; and, in the case of domain names, social media
accounts, email addresses, customer lists and database(s),
trademarks, and intellectual property rights ("Intellectual
Property Assets"), to the extent they are owned by an affiliated
entity, the Seller will cause them to be assigned to the Buyer.

The assets being sold do not include the Ford F-150 and cash or
cash equivalents of the Seller.

The salient terms of the sale are:

     a. Purchaser: Fleet Feet Sports Development Company, LLC

     b. The proposed sale is to be free and clear of all liens
claims, and encumbrances.

     c. The Purchaser is neither acquiring nor assuming any
liabilities of the Debtor.

     d. Selling price as negotiated: $20,000.00 to be paid within
two days of Bankruptcy Court Approval of the sale, subject to
conditions the Purchaser and the Debtor agree to.

The purchase price was established based on an arms-length
negotiation based on the value of not only the assets but also the
potentially occupancy of the leased premises where the Debtor
formerly operated.  If no objections are filed by April 23, 2018,
then the sale described will take place.

                    About Capital City Runners

Capital City Runners, LLC, operated a shoe store that sold running
shoes and other merchandise to the Tallahassee community.  The
location of the store is 1817 Thomasville Road Suite 510,
Tallahassee, Florida 32303.

Capital City Runners sought Chapter 11 protection (Bankr. N.D. Fla.
Case No. 18-40156) on March 26, 2018.  In the petition signed by
Brian Jonathan Manry, managing member, the Debtor estimated assets
of up to $50,000 and debt of up to $100,001 to $500,000.  The
Debtor tapped Robert C. Bruner, Esq., at Bruner Wright, P.A., as
counsel.


CENTENE CORP: S&P Alters Outlook to Positive, Affirms 'BB+' ICR
---------------------------------------------------------------
S&P Global Ratings affirmed its 'BB+' holding company long-term
issuer credit rating on Centene Corp. (Centene) and revised its
outlook to positive from stable.

S&P said, "At the same time, we affirmed our 'BBB+' operating
company financial strength ratings on the HealthNet operating
entities, which we consider to be core to the Centene group. We
also revised the outlook on these entities to positive from
stable."

S&P said, "The positive  outlook revision is driven by our view
that Centene's business profile has adequate diversity, both in
terms of product lines and geographic presence, which could support
an investment-grade rating. Centene has undertaken organic and
inorganic growth to diversify its revenue and membership base. As
of March 2018, Centene had 12.8 million members and was present in
28 U.S. states and two international markets. In terms of product
lines, the company is primarily in the Medicaid, Individual,
Medicare, and Tricare markets. It also has some commercial group
insurance business from its presence in California. The company is
now the leading player in Medicaid and on-exchange individual
markets in the U.S. Additionally supporting our outlook revision is
our expectation of an improved financial risk profile with
financial leverage around 35%-40% and capitalization close to the
'BBB' confidence level as per our capital model."

The outlook on Centene is positive. S&P could raise the rating by
one notch in the next 12 months if:

-- The company maintains or expands its geographic and product
diversity,

-- Pretax return on revenue is around 3%-4%, with no meaningful
losses in a single business line,

-- Capitalization close to the 'BBB' level as per our capital
model, and

-- Financial leverage is around 35% to 40%.

However, S&P will likely affirm the current ratings if the company
doesn't meet the above-mentioned factors, the integration of
Fidelis runs into problems, or if Centene undertakes a meaningful
debt-funded acquisition that increases its longer-term leverage
above 40% without any explicit de-leveraging plan.


CHIEF POWER: S&P Affirms 'B' Rating on Sr. Secured Term Loan B
--------------------------------------------------------------
S&P Global Ratings affirmed its 'B' rating on Chief Power Finance
LLC's senior secured term loan B facility due 2020 and $44 million
senior secured working capital revolving credit facility due 2019.
The outlook is negative. S&P also affirmed the '2' recovery rating,
indicating that lenders can expect to realize 70%-90% (rounded
estimate: 70%) of principal if a default occurs.

S&P said, "The rating affirmation on Chief Power stems from our
marginally improved outlook on the Pennsylvania, Jersey, and
Maryland (PJM) market and the project's better-than-expected
performance in fourth-quarter 2017 and first-quarter 2018, largely
driven by colder than average weather in the region. During the
past two quarters, both Keystone and Conemaugh generated higher
cash flow than our previous expectations, and as a result the
project has amassed significant liquidity to weather future pricing
volatility. As of March 31, 2018, the project had about $45 million
in cash and cash equivalents on hand (up from $5 million in
first-quarter 2017), and about $30 million available under the
revolving credit facility.

"The negative outlook reflects our expectations that the project
may continue to face downward pressure as a result of the
overcapacity in PJM and continued new entry of highly efficient
combined cycle gas turbines. We project total debt outstanding at
refinancing of $234 million, which is lower than previous
expectations, and anticipate a minimum DSCR of around 1.26x
throughout the lives of the plants.

"We could lower the rating if the minimum DSCR drops below 1.15x in
any year. This could stem from lower-than-expected power prices,
the project's inability to clear capacity in incremental or future
auctions, or any unforeseen operational issues. Higher coal
procurement costs could also negatively affect the rating, as well
as if the project fails to sweep cash before refinancing or
maintain substantial cash on its balance sheet."

While unlikely at this time, the key development that could lead to
a stable outlook or improvement in the rating would be marked
improvement in power prices, such that the minimum DSCR is above
1.4x in all years and the project downside performance is more
resilient, which would stem from increased liquidity.


CIRCLE MEDIA: Court Approves Disclosure Statement
-------------------------------------------------
The U.S. Bankruptcy Court for the District of Nebraska has approved
the disclosure statement explaining Circle Media, Inc. and S3
Digital Corp.'s joint plan of liquidation, according to court
docket.

As previously reported by The Troubled Company Reporter, on Oct.
27, 2017, the Debtors negotiated and entered into a stalking horse
purchase agreement with Circle Orange (the "Purchase Agreement") to
purchase substantially all of Debtors' assets and assume Debtors'
obligations under certain executor contracts in exchange for the
purchase price of $500,000.

The sale of Debtors' Purchased Assets closed on Dec. 6, 2017.
Gaming Nation Inc., the designee of Circle Orange, took title to
the Purchased Assets and subsequently assumed the Transferred
Contracts. The Purchase Price was comprised of the following: (a) a
credit bid equal to the aggregate amount of outstanding principal
and accrued and unpaid interest under the DIP Financing Agreement,
together with up to $75,000 of Circle Orange's fees and expenses
under the DIP Financing Agreement, and (b) an amount in cash equal
to the difference between $500,000 and the Credit Bid Amount,
resulting in $217,260.34 of cash proceeds (the "Sale Proceeds") to
Debtor's estates.

Class 3 under the joint plan consists of all general unsecured
claims. Each holder of an allowed Class 3 claim will receive its
Pro Rata share of Cash from the Debtors' assets available to
satisfy the general unsecured claims. Projected recovery for this
class is 1%.

The Debtors' cash on hand, the sale proceeds, all causes of action
not previously settled, released, or exculpated under the Plan, and
the Debtors' rights under the Purchase Agreement will be used to
fund the distributions to holders of allowed claims against the
Debtors.

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

     http://bankrupt.com/misc/neb17-22680-89.pdf  

                        About Circle Media

Circle Media, Inc., doing business as Circle Media, provides data
management software and solutions for the sports and entertainment
industries.  It offers data analysis and management system for
aggregating and managing fan information for conferences, teams,
media, and brands.  Its proprietary Fan.Dex Data Management
Solution (Fan.Dex DMS) provides its partners with a complete set of
tools that integrate first and third party data and provides users
with a simple interface designed to help them make smarter
marketing decisions.  Circle Media is 100% owned by S3 Digital
Corp.  The company was founded in 2012 and is based in Austin,
Texas.

S3 Digital Corp. and Circle Media sought Chapter 11 protection
(Bankr. D. Neb. Case Nos. 17-81540 and 17-81541) on Oct. 27, 2017.

In the petitions signed by CEO Joseph Casey, S3 Digital disclosed
total liabilities of $5,673,353 and Circle Media disclosed total
assets of $510,011 and total liabilities of $4,618,978.

The cases are assigned to Judge Thomas L. Saladino.

The Debtors tapped Brian J. Koenig, Esq., at Koley J. Jessen, P.C.,
L.L.O., as counsel.


CJ MICHEL: Amends Plan to Clarify Avoidance Actions Provision
-------------------------------------------------------------
CJ Michel Industrial Services, LLC, filed with the U.S. Bankruptcy
Court for the Eastern District of Kentucky a first amendment to its
second amended small business chapter 11 plan with disclosures.

The Debtor amended the plan to avoid the filing of an objection to
confirmation and to provide additional clarification regarding the
Plan.  

Section 6.4 of the Plan has already disclosed that: "The Debtor's
preliminary investigation indicates that Avoidance Actions exist
against merchant cash advance lenders who received payments within
90 days of the filing; however, since the Plan is proposing to pay
creditors back in full within 12-18 months, Debtor will not pursue
these actions."

To provide additional clarification, Section 6.4 of the Plan is
amended to provide that: "All Avoidance Actions against all
non-insider Creditors are waived and released by the Debtor as of
the Effective Date of the Plan."

A copy of the First Amendment to the Second Amended Plan is
available at:
     
     http://bankrupt.com/misc/kyeb17-51611-161.pdf

             About CJ Michel Industrial Services

CJ Michel Industrial Services, LLC, has provided staffing and
contracting services for customers in the construction and
industrial sector for over 20 years.  Services are not limited to
the electrical trade but include OSHA certified, trade licensed and
fully-insured low-E, data/communications service technicians,
pipefitters, welders, iron workers, riggers, millwrights, concrete
tradesmen, and general tradesmen.

CJ Michel Industrial Services began to experience cash flow issues
after it borrowed money from nontraditional lending sources which
were primarily merchant cash advance lenders.  It has been unable
to reach out-of-court workout agreements with these lenders and
seeks a "breathing spell" to reorganize its business under Chapter
11 of the Bankruptcy Code in order to restructure its debts,
reorganize as a going concern, and maximize value for the benefit
of the creditors of its estate.

CJ Michel Industrial Services, based in Lancaster, Kentucky, filed
a Chapter 11 petition (Bankr. E.D. Ky. Case No. 17-51611) on Aug.
10, 2017.  In its petition, the Debtor estimated $0 to $50,000 in
assets and $1 million to $10 million in liabilities.  The petition
was signed by Clarence J. Michel, Jr., member.  

The Hon. Gregory R. Schaaf presides over the case.  

Jamie L. Harris, Esq., at DelCotto Law Group PLLC, serves as
bankruptcy counsel to the Debtor.

No trustee or examiner has been appointed in the Chapter 11 case,
and no creditors' committee or other official committee has been
appointed.


CLASSIC DEVELOPMENTS: Plan and Confirmation Hearing Set for May 14
------------------------------------------------------------------
Judge Jerry A. Brown of the U.S. Bankruptcy Court for the Eastern
District of Louisiana conditionally approved Classic Developments
by JMG LLC's small business disclosure statement to accompany its
proposed plan of reorganization dated April 10, 2018.

A hearing to consider final approval of the disclosure statement
and a confirmation hearing on the debtor's plan of reorganization
is scheduled before Judge Jerry A. Brown, in Courtroom 705, Hale
Boggs Federal Building, 500 Poydras Street, New Orleans, Louisiana
on May 14, 2018 at 2:30 p.m.

May 7, 2018 is fixed as the last day to file and serve written
objections to both the debtor's disclosure statement and
confirmation of the debtor's plan of reorganization.

Ballots indicating acceptance or rejection of the plan must be
delivered or mailed so that they are received no later than May 7,
2018.

          About Classic Developments by JMG LLC

Classic Developments by JMG LLC filed a Chapter 11 bankruptcy
petition (Bankr. E.D. La. Case No. 17-11538) on June 14, 2017. The
petition was signed by Jason Galatas, member. At the time of
filing, the Debtor had $500,000 to $1 million in estimated assets
and $100,000 to $500,000 in estimated liabilities.

Darryl T. Landwehr, Esq., at Landwehr Law Firm serves as bankruptcy
counsel.


COMMUNITY HEALTH: Fitch Junks Rating to 'C' as Debt Maturity Looms
------------------------------------------------------------------
Fitch Ratings has downgraded Community Health Systems, Inc.'s (CHS)
Issuer Default Rating (IDR) to 'C' from 'CCC' following the
company's announcement of an offer to exchange three series of
senior unsecured notes due 2019, 2020 and 2022. The rating action
results from Fitch viewing the transaction as a distressed debt
exchange (DDE). Per Fitch's criteria, the IDR will be downgraded to
Restricted Default (RD) upon the completion of the DDE. The IDR
will then be subsequently re-rated to reflect the post-DDE credit
profile.

The ratings on the senior unsecured notes due 2019, 2020 and 2022
have been downgraded to 'C'/'RR6'. The company has proposed an
offer to exchange the $1.925 billion senior unsecured notes due
2019 and the $1.2 billion senior unsecured notes due 2020 for
junior-priority secured notes due 2023 and 2024, respectively. The
new notes would share in the collateral securing the first-lien
term loans and senior secured notes on a junior-priority basis.
Further, the company could exchange the senior unsecured notes due
2022 for junior-priority secured notes due 2024 with a new
principal of up to 75% of the previous notes, depending on the
participation of the holders of the senior unsecured notes due 2019
and 2020 in the exchange offer. The maximum amount of new notes
issued through the exchange offer will be $3.125 billion. Upon
completion of the DDE, Fitch will assign ratings to the new
junior-priority secured notes.

Fitch has affirmed the 'B'/'RR1' ratings on CHS's asset based
lending (ABL) facility, bank term loans and senior secured notes,
none of which are involved in the exchange offer. Positive momentum
for these ratings is possible since following the DDE, CHS's IDR
may be modestly higher than the previous 'CCC'.


KEY RATING DRIVERS

Exchange Does Not Address Key Credit Concerns: CHS's debt exchange
would slightly enhance near-term liquidity by pushing out a
2019-2020 unsecured debt maturity wall, which would buy the company
more time to execute an operational turn-around plan focused on
restoring organic growth and improving profitability of hospitals
in certain targeted markets. However, the exchange would not
address key credit concerns of a high overall debt burden,
persistently weak operating trends and large debt maturities in
2023-2024, and the post-DDE IDR is unlikely to be rated higher than
'CCC+'.

Very High Debt Burden: CHS's balance sheet has been highly
leveraged since the acquisition of rival hospital operator Health
Management Associates in late 2014 because EBITDA growth has been
hampered by difficulties in integration and secular headwinds to
volumes of patients in rural and small suburban hospital markets.
Fitch calculated leverage at Dec. 31, 2017 was 13.8x, versus 5.2x
prior to the acquisition. Leverage at year-end 2017 was affected by
$591 million in non-cash items related to income statement
provisions for contractual allowances and bad debt expense in
Q4'17. Fitch thinks CHS's leverage normalized for those items and
pro forma for recent divestitures is about 10.0x.

Since the beginning of 2016, CHS has paid down about $3 billion of
term loans using the proceeds from the spinoff of Quorum Health
Corp., the sale of a minority interest in several hospitals in Las
Vegas and several smaller divestitures. The terms of the credit
facility require that asset sale proceeds are used to repay term
loans, although a February 2018 amendment loosened these
requirements whenever pro forma first lien net leverage is below
4.25x. While Fitch thinks that CHS has recently been selling
hospitals for multiples of EBITDA that are slightly deleveraging,
erosion in the base business has swamped the effect, resulting in a
steady increase in the company's leverage since mid-2016.

Forecast Reflects Hospital Divestitures: Fitch's $1.5 billion
operating EBITDA forecast for CHS in 2018 reflects completed
hospital divestitures. During 2017, the company divested 30
hospitals with $3.4 billion of revenues, raising about $1.7 billion
of cash proceeds. The divestiture program is part of a longer-term
plan to improve same-hospital margins and sharpen focus on markets
with better organic operating prospects.

The company is currently working on further divestitures of a group
of hospitals producing $2 billion of annual revenues with
mid-single digit EBITDA margins, and hopes to raise $1.3 billion of
proceeds to apply to debt pay-down during 2018. Similar to the
completed divestitures, the expected valuations imply a slightly
deleveraging multiple, but with $14 billion of total debt
outstanding, long term repair of the balance sheet will require the
company to expand EBITDA through a return to organic growth and
expansion of profitability in the group of remaining hospitals.

Headwinds to Less-Acute Volumes: CHS's legacy hospital portfolio is
exposed to rural and small suburban markets facing secular
headwinds to less-acute patient volumes. Volume trends are highly
susceptible to weak macroeconomic conditions and seasonal
influences on flu and respiratory cases. Health insurers and
government payors have recently increased scrutiny of short-stay
admissions and preventable hospital readmissions. Despite shedding
lower margin hospitals, CHS's same hospital operating trends were
weak in 2017. The company did incur $40 million of hurricane
related expenses and the aforementioned nearly $600 million of
uncompensated care related charges in 2017, but even adjusting for
this, the operating EBITDA margin deteriorated year-over-year
during each quarter of 2017, which Fitch believes is indicative of
the depth of the headwinds facing management in repairing the
business profile. Same-store adjusted admissions declined 1.9% in
1Q18 as compared to 1Q17 though same-store net operating revenues
increased 1.6% during the period.

Repositioning Will Require Investment: A strategy of repositioning
the hospital portfolio around larger, faster-growing markets is
well aligned with secular trends. However, Fitch thinks successful
execution of this plan is not without challenges from both an
operational execution and capital investment perspective,
particularly as it is occurring at a time when cash flow is
depressed relative to historical levels and when there is a certain
amount of management attention consumed by executing the
divestiture program and the debt exchange. CHS produced CFO of $637
million during 2017 and Fitch forecasts CFO of about $600 million
in 2018. Capital expenditures are expected to consume most of CFO.

Day-to-Day Liquidity Sufficient: Between organic cash generation
and access to committed revolving lines of credit, Fitch thinks
that CHS has adequate access to capital to fund day-to-day
operations. During February and March 2018 CHS secured amendments
to the terms of the credit facility, increasing headroom under
financial maintenance covenants by eliminating the interest
coverage covenant and loosening the terms of the leverage covenant.
The proposed exchange offer will assuage concerns about near-term
debt maturities but will not address longer-term refinancing
concerns, which Fitch believes will require a return to solid
organic growth in the business after completion of the divestiture
plan.

DERIVATION SUMMARY

CHS's 'CCC' IDR reflected the company's weak financial flexibility
with high gross debt leverage and an upcoming debt maturity wall in
2019-2020. The proposed DDE would improve liquidity by pushing out
the maturity wall, but will not address key credit concerns of a
high overall debt burden and weak operating trends, and the
post-DDE IDR is unlikely to be rated higher than 'CCC+'. The
operating profile is among the weakest in the investor owned acute
care hospital category because of a focus on rural and small
suburban hospital markets that are facing secular headwinds to
organic growth. CHS does generate positive, albeit thin FCF, in
most periods but Fitch believes that some of the company's hospital
markets may require additional capital investment to improve
organic growth and profit margins.

KEY ASSUMPTIONS

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

  --Top line growth of negative 7% in 2018 reflects completed
divestitures. Underlying same hospital growth of negative 1% in
2018 and flattish in the outer years of the forecast period is
driven by pricing as patient volumes are assumed to be down 1% to
2%.

  --EBITDA before associate and minority dividends of $1.5 billion
in 2018 assumes an operating EBITDA margin of 10.5% reflecting
ongoing negative operating leverage due to volume losses in the
base business outweighing the benefit of the lower margin hospital
divestitures.

  --Capital intensity of 3.6% in 2018-2021.

  --Free cash flow (FCF) is thinly positive through the 2018-2021
forecast period, with a FCF margin of 1% in 2018, as lower EBITDA
outweighs the benefit of lower cash interest expense due to debt
re-payment.

  --Total debt/EBITDA after associate and minority dividends is
9.0x-10.0x through the 2018-2021 forecast period.

RATING SENSITIVITIES

  --Per Fitch's criteria, CHS's IDR will be downgraded to
Restricted Default (RD) upon the completion of the debt exchange.
The IDR will subsequently be re-rated to reflect the post-DDE
credit profile.

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

  --Fitch currently expects the re-rated post-exchange IDR to be no
higher than 'CCC+' given CHS's high debt burden, ongoing
refinancing risk and headwinds to organic growth in the base
business.

  --A 'B-' IDR would reflect an expectation of a recovery in the
base business that leads to gross debt/EBITDA after associate and
minority dividends sustained around 7.0x and an expectation that
operating margins have stabilized. This will incorporate an
expectation that ongoing CFO generation will be sufficient to fund
investment in the remaining hospital markets that is necessary to
return to positive organic growth in the near term. A heightened
degree of confidence that the company will be able to address
upcoming debt maturities, whether through refinancing or a
potential equity infusion, would also be an important consideration
supportive of a 'B-' IDR.

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

  --A post DDE IDR that is lower than the previous 'CCC' would
reflect an expectation that the company will struggle to refinance
upcoming maturities, leading Fitch to expect either another DDE or
a more comprehensive restructuring.

LIQUIDITY

Adequate Sources of Day-to-Day Liquidity: Sources of liquidity
include $424 million of cash on hand at March 31, 2018 and $462
million of availability under the $1 billion ABL facility announced
in April 2018 and full availability under the downsized $425
million revolving credit facility. Fitch forecasts EBITDA/interest
paid of 1.6x in 2018 assuming the exchange offer is completed as
proposed.

FULL LIST OF RATING ACTIONS

Fitch has downgraded the following ratings:

Community Health Systems, Inc.

  --IDR to 'C' from 'CCC'.

CHS/Community Health Systems, Inc.

  --IDR to 'C' from 'CCC';

  --Senior unsecured notes to 'C'/'RR6' from 'CC'/'RR6'.

The following ratings are unaffected by the exchange offer but may
have positive momentum if upon completion of the DDE the IDR is
higher than the previous 'CCC'. Fitch has affirmed these ratings:

  --Senior secured ABL facility at 'B'/'RR1';

  --Senior secured credit facility term loans and revolver at
'B'/'RR1';

  --Senior secured notes at 'B'/'RR1'.

The 'RR1' rating for CHS's approximately $8.5 billion of secured
debt (which includes the ABL, bank term loans, revolver and senior
secured notes) reflects Fitch's expectations for 100% recovery
under a hypothetical bankruptcy scenario. The 'RR6' rating on CHS's
$6 billion senior unsecured notes reflects Fitch's expectations of
6% recovery for these lenders in bankruptcy. Fitch assumes that CHS
would fully draw the $1 billion ABL facility and the $425 million
bank credit facility revolver in a bankruptcy scenario and includes
that amounts in the claims waterfall.

Fitch estimates an enterprise value (EV) on a going concern basis
of $8.8 billion for CHS, after a standard deduction of 10% for
administrative claims. The EV assumption is based on
post-reorganization EBITDA after payments to non-controlling
interests of $1.4 billion and a 7x multiple.

When determining post-reorganization EV for hospital companies,
Fitch usually employs an EBITDA estimate that is 30%-40% lower than
LTM EBITDA. This considers the operational attributes of the acute
care hospital sector, including a high proportion of revenue
generated by government payors, the legal obligation of hospital
providers to treat uninsured patients, and the highly regulated
nature of the hospital industry. Since the CHS scenario reflects a
reorganization provoked by secular headwinds to organic growth in
rural hospital markets, rather than a regulatory change that leads
to lower payments to the industry, Fitch uses the 2019 forecast
EBITDA. This assumes that ongoing deterioration in the business is
offset by corrective measures taken to arrest the decline in EBITDA
after the reorganization.

There is a dearth of bankruptcy history in the acute care hospital
segment. In lieu of data on bankruptcy emergence multiples in the
sector, the 7x multiple employed for CHS reflects a history of
acquisition multiples for large acute care hospital companies with
similar business profiles as CHS in the range of 7x-10x since 2006
and the average public trading multiple (EV/EBITDA) of CHS's peer
group (HCA, UHS, LPNT, THC), which has fluctuated between
approximately 6.5x and 9.5x since 2011. CHS has recently sold
hospitals in certain markets for a blended multiple that Fitch
estimates is higher than the 7x assumed in the recovery analysis.
However, Fitch believes the higher multiple on recent transactions
is due to strong interest by strategic buyers in markets where they
have is an existing footprint, and so is not necessarily indicative
of the multiple that the larger CHS entity would command.

Upon completion of the DDE, Fitch will assign debt issue ratings
based upon a recovery analysis of the revised capital structure. In
a simplistic scenario that assumes the entire $3.125 billion
principal amount of the senior unsecured notes due 2019 and 2020
are tendered, the new notes are secured by the collateral securing
the senior secured notes and bank term loans on a junior-priority
basis, and the assumptions used to calculate the enterprise value
available for claims are unchanged, Fitch estimates 12% recovery
for the prospective junior-priority secured lenders. This would
imply a 'RR5' Recovery Rating for the new junior-priority secured
notes.


COMMUNITY HEALTH: Subsidiary Launches Notes Exchange Offers
-----------------------------------------------------------
Community Health Systems, Inc., disclosed that its wholly owned
subsidiary, CHS/Community Health Systems, Inc., commenced its
offers to exchange (i) up to $1,925 million aggregate principal
amount of its new 9.875% Junior-Priority Secured Notes due 2023 in
exchange for any and all of its $1,925 million aggregate principal
amount of outstanding 8.000% Senior Unsecured Notes due 2019, (ii)
up to $1,200 million aggregate principal amount of its new 8.125%
Junior-Priority Secured Notes due 2024 in exchange for any and all
of its $1,200 million aggregate principal amount of outstanding
7.125% Senior Unsecured Notes due 2020 and (iii) to the extent that
less than all of the outstanding 2019 Notes and 2020 Notes are
tendered in the Exchange Offers, up to an aggregate principal
amount of 2024 Notes equal to, when taken together with the New
Notes issued in exchange for the validly tendered and accepted 2019
Notes and 2020 Notes, $3,125 million, in exchange for its
outstanding 6.875% Senior Unsecured Notes due 2022.  The maximum
aggregate principal amount of New Notes issued in the Exchange
Offers will not exceed $3,125 million.

Holders whose Old Notes are validly tendered (and not validly
withdrawn) on or prior to 5:00 p.m., New York City time, on
May 17, 2018 will receive (i) $1,000 principal amount of 2023 Notes
per $1,000 principal amount of 2019 Notes tendered and accepted for
exchange, (ii) $1,000 principal amount of 2024 Notes per $1,000
principal amount of 2020 Notes tendered and accepted for exchange
and (iii) $750 principal amount of 2024 Notes per $1,000 principal
amount of 2022 Notes tendered and accepted for exchange.

In order to be eligible to receive the maximum principal amount of
New Notes offered in the Exchange Offers, eligible holders must
validly tender (and not validly withdraw) their Old Notes at or
prior to the applicable Early Tender Deadline.

In addition, holders whose Old Notes are exchanged in the Exchange
Offers will receive accrued and unpaid interest in cash in respect
of their exchanged Old Notes from the last applicable interest
payment date to, but not including, the applicable settlement date
for the applicable Exchange Offer.

The Exchange Offers are subject to certain conditions as set forth
in the Offering Memorandum, dated May 5, 2018 and related Letter of
Transmittal, dated May 5, 2018, including the condition that at
least 90% of the outstanding aggregate principal amount of the 2019
Notes are tendered in the Exchange Offers.  The Issuer reserves the
right, subject to applicable law, to terminate, withdraw or amend
each Exchange Offer at any time and from time to time, as described
in the Offering Memorandum.

Tenders of Old Notes may be withdrawn prior to 5:00 p.m., New York
City time, on May 17, 2018, but not thereafter.  The Exchange
Offers will expire at midnight, New York City time, on June 1,
2018, unless extended.  Each series of New Notes will be guaranteed
by the Company and certain of its existing and future domestic
subsidiaries that guarantee the Issuer's outstanding senior secured
credit facilities, ABL facility and senior notes. In addition, each
series of New Notes and related guarantees will be secured by (i)
second-priority liens on the collateral that secures on a
first-priority basis the Issuer's outstanding senior secured credit
facilities (subject to certain exceptions) and existing secured
notes and (ii) third-priority liens on the collateral that secures
on a first-priority basis the Issuer's outstanding ABL facility, in
each case subject to permitted liens described in the Offering
Memorandum.

The Issuer and certain commonly-managed institutional investors
that are holders of the Old Notes have entered into an exchange
agreement providing that such holders will tender greater than 70%
aggregate principal amount of the outstanding 2019 Notes, greater
than 55% aggregate principal amount of the outstanding 2020 Notes,
and greater than 55% aggregate principal amount of the outstanding
2022 Notes, in the Exchange Offers.

The New Notes have not been registered under the Securities Act of
1933, as amended or any state securities laws.  The New Notes may
not be offered or sold in the United States or to any U.S. persons
except pursuant to an exemption from, or in a transaction not
subject to, the registration requirements of the Securities Act.
The Exchange Offers are being made, and each series of New Notes
are being offered and issued only (i) in the United States to
holders of Old Notes who the Issuer reasonably believes are
"qualified institutional buyers" (as defined in Rule 144A under the
Securities Act) and (ii) outside the United States to holders of
Old Notes who are (A) persons other than U.S. persons, within the
meaning of Regulation S under the Securities Act, and (B) "non-U.S.
qualified offerees" (as defined in the Offering Memorandum).  The
complete terms and conditions of the Exchange Offers are set forth
in the Offering Memorandum and related Letter of Transmittal.
Copies of the Offering Memorandum and Letter of Transmittal may be
obtained from Global Bondholder Services Corporation, the exchange
agent and information agent for the Exchange Offers, at (866)
470-3800 (toll free) or (212) 430-3774 (collect).

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

                       https://is.gd/hPyGkq

                      About Community Health

Community Health -- http://www.chs.net/-- is a publicly-traded
hospital company in the United States and an operator of general
acute care hospitals and outpatient facilities in communities
across the country.  Community Health was originally founded in
1986 and was reincorporated in 1996 as a Delaware corporation.  The
Company provides healthcare services through the hospitals that it
owns and operates and affiliated businesses in non-urban and
selected urban markets throughout the United States.  As of Dec.
31, 2017, the Company owned or leased 125 hospitals included in
continuing operations, with an aggregate of 20,850 licensed beds,
comprised of 123 general acute care hospitals and two stand-alone
rehabilitation or psychiatric hospitals.  Community Health is
headquartered in Franklin, Tennessee.

Community Health reported a net loss of $2.39 billion on $15.35
billion of net operating revenues for the year ended Dec. 31, 2017,
compared to a net loss of $1.62 billion on $18.43 billion of net
operating revenues for the year ended Dec. 31, 2016.  As of March
31, 2018, Community Health had $17.31 billion in total assets,
$17.48 billion in total liabilities, $523 million in redeemable
noncontrolling interests in equity of consolidated subsidiaries and
a total stockholders' deficit of $701 million.

                           *    *    *

As reported by the TCR on March 16, 2018, S&P Global Ratings
lowered its corporate credit rating on Community Health Systems
Inc. to 'CCC+' from 'B-'.  The outlook is negative.  S&P said, "The
downgrade reflects weaker-than-expected free cash flow guidance for
2018 and the company's high debt burden, which we believe could
make it difficult for the company to refinance its upcoming 2019
debt maturities.  The cash flow shortfall relative to our
expectations was partly due to higher-than-expected labor costs and
recent underperformance of hospitals being divested. Given the
lowered forecast and large debt maturities over the next few years,
we believe refinancing risk is elevated, particularly given the
company's significant ongoing transformation efforts.


CONCORDIA INTERNATIONAL: Moody's Mulls Upgrade of 'Ca' Rating
-------------------------------------------------------------
Moody's Investors Service placed Concordia International Corp.'s
("Concordia") Ca Corporate Family Rating and Ca-PD/LD Probability
of Default Rating under review for upgrade. The Caa2 senior secured
ratings, and C senior unsecured ratings were affirmed. The SGL-4
Speculative Grade Liquidity Rating was also affirmed.

On May 2nd, in connection with ongoing proceedings under the Canada
Business Corporations Act (CBCA), Concordia announced a
recapitalization transaction that intends to reduce its debt
balances by approximately USD$2.4 billion. A Canadian corporate
statute, the CBCA can be used to allow Canadian-domiciled companies
to restructure certain debt obligations. Subject to creditor and
shareholder votes, the proposed capital structure consists of all
new secured debt, principally a USD$1.1 billion term loan and
USD$300 million secured notes.

The proposed structure would result in losses to existing
creditors. As part of the proposed transaction, existing senior
secured bank facility lenders and secured bondholders (whose
obligations together total approximately USD$2.1 billion) would
receive approximately $1.4 billion of new secured debt and equity
equivalent to $586.5 million (total of USD$1.986 billion). Existing
unsecured bond holders (whose obligations together total
approximately USD$1.6 billion) would receive no cash, but equity
equivalent to approximately 12 percent ownership in Concordia or
$80 million.

"The transaction -- if approved as proposed -- would result in
significant deleveraging as well as improved financial
flexibility," stated Moody's Assistant Vice President, Morris
Borenstein. "The company would still have challenges in its
business, but would be able to address them with a more sustainable
capital structure," added Borenstein.

Concordia International Corp.:

Ratings placed under review for upgrade:

Ca Corporate Family Rating

Ca-PD/LD Probability of Default Rating

Ratings affirmed:

Senior Secured Bank Credit Facility at Caa2 (LGD2)

Senior Secured Regular Bond/Debenture at Caa2 (LGD2)

Unsecured Regular Bond/Debenture at C (LGD5)

Speculative Grade Liquidity Rating at SGL-4

Outlook Action:

Rating Under Review from Stable

The ratings review will focus on the final terms and composition of
the capital structure. If successful with the proposed
recapitalization transaction, Moody's anticipates upgrading the
Corporate Family Rating to B3 from Ca to reflect meaningfully lower
leverage, improved interest coverage, and increased financial
flexibility.

The affirmation of the Caa2 rating on the existing senior secured
bank facility and senior secured bond reflects Moody's expectation
of a moderate expected loss on those securities following the
consummation of the proposed recapitalization transaction. The
affirmation of the C rating on the unsecured bonds reflects the
expectation of a significant loss on those securities. The
affirmation of the SGL-4 Speculative Grade Liquidity Rating
reflects Moody's expectation that liquidity will remain weak over
the next year. That view could change if the proposed transaction
is consummated and Concordia's liquidity improves.

At close, Moody's also anticipates withdrawing the existing debt
ratings to reflect the exchange, and that unsecured lenders would
be exchanging unsecured claims for equity.

RATINGS RATIONALE

Concordia's Ca (under review for upgrade) Corporate Family Rating
reflects its very high financial leverage, ongoing operating
headwinds, and imminent risk of a debt restructuring. Sales of
Concordia's North America legacy products will decline due to
competition, and its UK business faces pricing pressure. New
product launches will help offset these challenges. However, in
order to grow, Concordia will eventually need to invest
substantially to fill an internal R&D pipeline or make
acquisitions. This strategy will be challenging with Concordia's
existing capital structure and limited capital resources.

The principal methodology used in these ratings was Pharmaceutical
Industry published in June 2017.

Headquartered in Oakville, Ontario, Concordia is a specialty
pharmaceutical company focused on off-patent medicines. Reported
revenues for the twelve months ended December 31, 2017 were $626
million.


CONCORDIA INTERNATIONAL: Will Hold a Special Meeting on June 19
---------------------------------------------------------------
On May 3, 2018, notices of meetings and record dates relating to
meetings of shareholders, secured debtholders and unsecured
debtholders of Concordia International Corp. to be held on June 19,
2018 were filed on SEDAR at www.SEDAR.com.

       Meeting Type: Special Meeting of Debtholders
       Record Date for Notice of Meeting: May 9, 2018
       Record Date for Voting: May 9, 2018
       Meeting Date: June 19, 2018
       Meeting location: Toronto, ON

                         About Concordia

Based in Ontario, Canada, Concordia -- http://www.concordiarx.com/
-- is an international specialty pharmaceutical company with a
diversified portfolio of more than 200 patented and off-patent
products, and sales in more than 90 countries.  Going forward, the
Company is focused on becoming a leader in European specialty,
off-patent medicines.  Concordia operates out of facilities in
Oakville, Ontario and, through its subsidiaries, operates out of
facilities in Bridgetown, Barbados; London, England and Mumbai,
India.

Concordia incurred a net loss of US$1.59 billion for the year ended
Dec. 31, 2017, compared to a net loss of US$1.31 billion for the
year ended Dec. 31, 2016.  As at Dec. 31, 2017, Concordia had
US$2.32 billion in total assets, US$4.23 billion in total
liabilities and a total shareholders' deficit of US$1.91 billion.


                           *    *    *

In October 2017, Moody's Investors Service downgraded the Corporate
Family Rating of Concordia to 'Ca' from 'Caa3'.  "Concordia's Ca
Corporate Family Rating reflects its very high financial leverage,
ongoing operating headwinds, and imminent risk of a debt
restructuring.  Moody's estimates adjusted debt/EBITDA will exceed
9.0x over the next 12 months as earnings decline on a year over
year basis."

In October 2017, S&P Global Ratings lowered its corporate credit
rating on Concordia to 'SD' from 'CCC-' and removed the rating from
CreditWatch, where it was placed with negative implications on
Sept. 18, 2017.  "The downgrade follows Concordia International's
announcement that it failed to make the Oct. 16, 2016, interest
payment on the 7% senior unsecured notes due 2023.  Given our view
of the company's debt level as unsustainable, and ongoing
restructuring discussions, we do not expect the company to make a
payment within the grace period."


CONCORDIA INTERNATIONAL: Will Release Its Q1 Results on May 15
--------------------------------------------------------------
Concordia International Corp. intends to release its first quarter
2018 financial results before market open on Tuesday, May 15,
2018.

The Company will subsequently hold a conference call that same day,
Tuesday, May 15, 2018, at 8:30 a.m. ET hosted by Mr. Graeme Duncan,
interim chief executive officer, and other senior management.  A
question-and-answer session will follow the corporate update.

CONFERENCE CALL DETAILS

DATE: Tuesday, May 15, 2018
TIME: 8:30 a.m. ET
DIAL-IN NUMBER: (647) 427-7450 or (888) 231-8191
TAPED REPLAY:   (416) 849-0833 or (855) 859-2056
REFERENCE NUMBER: 6279535

This call is being webcast and can be accessed by going to:

https://event.on24.com/wcc/r/1662068/13765CA15C10901698E03BCE3F0B1174

An archived replay of the webcast will be available by clicking the
link above.

                         About Concordia

Based in Ontario, Canada, Concordia -- http://www.concordiarx.com/

-- is an international specialty pharmaceutical company with a
diversified portfolio of more than 200 patented and off-patent
products, and sales in more than 90 countries.  Going forward, the
Company is focused on becoming a leader in European specialty,
off-patent medicines.  Concordia operates out of facilities in
Oakville, Ontario and, through its subsidiaries, operates out of
facilities in Bridgetown, Barbados; London, England and Mumbai,
India.

Concordia reported a net loss of US$1.59 billion for the year ended
Dec. 31, 2017, compared to a net loss of US$1.31 billion for the
year ended Dec. 31, 2016.  As at Dec. 31, 2017, Concordia had
US$2.32 billion in total assets, US$4.23 billion in total
liabilities and a total shareholders' deficit of US$1.91 billion.

                           *    *    *

In October 2017, Moody's Investors Service downgraded the Corporate
Family Rating of Concordia to 'Ca' from 'Caa3'.  "Concordia's Ca
Corporate Family Rating reflects its very high financial leverage,
ongoing operating headwinds, and imminent risk of a debt
restructuring.  Moody's estimates adjusted debt/EBITDA will exceed
9.0x over the next 12 months as earnings decline on a year over
year basis."

Also in October 2017, S&P Global Ratings lowered its corporate
credit rating on Concordia to 'SD' from 'CCC-' and removed the
rating from CreditWatch, where it was placed with negative
implications on Sept. 18, 2017.  "The downgrade follows Concordia
International's announcement that it failed to make the Oct. 16,
2016, interest payment on the 7% senior unsecured notes due 2023.
Given our view of the company's debt level as unsustainable, and
ongoing restructuring discussions, we do not expect the company to
make a payment within the grace period."


CTI FOODS: Moody's Junks CFR to Caa2, Sees Elevated Default Risk
----------------------------------------------------------------
Moody's Investors Service downgraded its ratings for CTI Foods
Holding Co., LLC, including the company's Corporate Family Rating
(CFR; to Caa2 from B3) and Probability of Default Rating (to
Caa2-PD from B3-PD), as well as the ratings for CTI's senior
secured first- and second-lien term loans (to Caa2 from B3 and to
Ca from Caa2, respectively). The ratings outlook is negative.

"The downgrades reflect our expectation that CTI will continue to
face declining volumes and ongoing pressure on operating margins,
resulting in an eroding credit profile and elevated risk of default
over the forward period," said Vladimir Ronin, Moody's lead analyst
for the company. "The sustainability of CTI's current capital
structure is increasingly uncertain given the significant interest
burden and material reliance on revolver borrowings for operational
needs," added Ronin.

The following ratings for CTI Foods Holding Co., LLC were
downgraded:

  - Corporate Family Rating, to Caa2 from B3

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

  - Senior Secured First Lien Term Loan due 2020, to Caa2 (LGD4)
from B3 (LGD4)

  - Senior Secured Second Lien Term Loan due 2021, to Ca (LGD6)
from Caa2 (LGD6)

Outlook Actions:

  -  Outlook, negative

RATINGS RATIONALE

CTI's Caa2 Corporate Family Rating reflects the company's weak
credit profile, evidenced in part by very high financial leverage
well in excess of 10 times on a Moody's-adjusted Debt-to-EBITDA
basis, and limited interest coverage for the twelve month period
ended December 31, 2017. The company generates relatively low
operating margins but benefits from the ability to pass through a
portion of increases in commodity costs with minimal lag to its
customers. EBITA margin will remain under pressure, having already
declined precipitously from nearly 6% in FY12 to less than 1% in
FY17. Over time, profitability should improve (albeit modestly) as
the company implements cost saving initiatives and enhances plant
efficiencies through various ongoing productivity improvement
programs. Additionally, should CTI gain new volume, it would
improve the company's prospects. Although relatively small compared
to some significantly larger and more diverse competitors, Moody's
understands CTI to be one of the four largest food service protein
manufacturers in the US, and benefits from long-standing customer
relationships and geographic diversification. The company's
financial policies are expected to be relatively aggressive, in
accordance with its private equity ownership.

The negative rating outlook reflects Moody's expectation that CTI
will continue to face challenges in stabilizing and improving
operating performance. The negative outlook also reflects
refinancing risk in the context of the company's very high
financial leverage and the revolver expiry in March 2020.

The ratings could be downgraded if liquidity weakens and operating
performance deteriorates further, particularly if there is
sustained negative free cash flow.

Given the near-term pressures facing the company, Moody's does not
foresee an upgrade of the rating over the next 12 months. However,
the ratings could be upgraded if the company is able to improve
operating performance such that adjusted debt-to-EBITDA is
sustained below 7.0 times and positive free cash flow is generated
on a sustained basis. An upgrade would also require a strengthened
liquidity profile.

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

CTI Foods Holding Co., LLC, headquartered in Wilder, Idaho, through
its subsidiaries manufactures food products primarily for the quick
service restaurant industry. CTI's principal products include
pre-cooked taco meat, steak and chicken fajita meat, pre-cooked and
uncooked hamburger patties, soups, pepperoni, sausages, sauces and
dehydrated beans. CTI was purchased by Thomas H. Lee Partners and
Goldman Sachs Merchant Banking Division in May 2013 for
approximately $690 million. During the twelve-month period ended
December 31, 2017, the company generated approximately $1.3 billion
of revenue.


DECADE HOLDING: S&P Lowers Corp Credit Rating to B-, Outlook Neg.
-----------------------------------------------------------------
S&P Global Ratings lowered its corporate credit ratings on
U.S.–based Decade Holding Co. Inc. and its primary operating
entity Ten-X LLC to 'B-' from 'B'. The rating outlook is negative.

S&P said, "At the same time, we lowered our issue-level rating on
the company's first-lien credit facility to 'B-' from 'B'. The '3'
recovery rating is unchanged, indicating our expectation for
meaningful (50%-70%; rounded estimate: 50%) recovery of principal
in the event of a payment default.

"We also lowered our issue-level rating on the company's
second-lien term loan to 'CCC' from 'CCC+'. The '6' recovery rating
is unchanged, indicating our expectation for negligible recovery
(0%-10%; rounded estimate 0%) of principal in the event of a
payment default."

The downgrade reflects Decade's substantial revenue declines since
the second quarter of 2017, resulting in poor EBITDA generation and
higher-than-expected leverage above 9x in 2017. The poor revenue
performance is due to weaker-than-expected market volumes in
distressed real estate, weaker-than-expected operating performance
in both the residential and commercial segments, and negative
impacts from unanticipated weather events in the second half of
2017. The distressed real estate market was affected in 2017 by
devastating hurricanes in the Gulf of Mexico, which delayed
foreclosure proceedings in the affected areas.

S&P said, "The negative outlook reflects our belief that
lease-adjusted leverage, which we forecast to decline to around 8x
at year-end 2018 from over 9x in 2017, is excessive. It
incorporates our expectation that we could lower our rating over
the next 12 months if EBITDA and EBITDA margins do not improve as
expected, or if we expect forecasted adjusted leverage to remain
over 8x on a sustained basis.

"We could lower our ratings if we believed the company were
vulnerable to a payment default, dependent on favorable market
conditions to service its debt, or if we viewed the capital
structure to be unsustainable. This would likely result if we began
to lose confidence that the company would improve cash flow
generation and reduce leverage as a result of fee compression,
distressed real estate market declines, market share loss, or
operational missteps such that FOCF is not positive in 2018.

"We could revise the outlook to stable if the company were able to
increase market share and expand margins such that FOCF to debt
rose well above 5% and forecasted leverage declined below 7x on a
sustainable basis. This would most likely require a stabilization
in underlying distressed real estate volumes, stable pricing,
growing market share capture by the company, and favorable cost
management execution."


DEXTERA SURGICAL: $9.7MM Sale Proceeds to Fund Liquidation Plan
---------------------------------------------------------------
Dextera Surgical, Inc., filed with the U.S. Bankruptcy Court for
the District of Delaware a Chapter 11 plan of liquidation and
accompanying disclosure statement.

The closing of the Sale to AesDex, LLC pursuant to the Sale Order
occurred on February 20, 2018.  At the Closing, the Debtor received
the net purchase price proceeds and the Aesculap Escrow was funded.
Soon thereafter, the Debtor paid in full all obligations due
Century Medical, Inc., including the CMI Indebtedness and all
obligations due under the Final Cash Collateral Order. Similarly,
the Debtor paid in full all obligations due Aesculap pursuant to
the DIP Loan Agreement, the DIP Facility and the Final DIP Facility
Order. Following this, and not including the funds deposited in the
Indemnification Escrow, the Debtor was left with net proceeds of
the Sale totaling approximately $9,713,000.

Except to the extent that a Holder of an Allowed Class 3 General
Unsecured Claim against the Debtor has been paid prior to the
Effective Date or agrees to a different treatment, on or as soon as
is reasonably practicable after the later of (a) the Effective
Date, if the Class 3 General Unsecured Claim is an Allowed Class 3
General Unsecured Claim on the Effective Date or (b) the date that
Claim becomes an Allowed Class 3 General Unsecured Claim, the
Debtor's Representative will pay from the Distribution Account, to
each Holder of an Allowed Class 3 General Unsecured Claim, Cash in
an amount equal to that Allowed Class 3 General Unsecured Claim
plus interest on that Allowed Class 3 General Unsecured Claim at
the Federal Judgment Rate for the time period from the Petition
Date to the date of payment. That payment will be in full
satisfaction of the applicable Allowed 3 General Unsecured Claim.

A full-text copy of the disclosure statement dated April 18, 2018,
is available at:

           http://bankrupt.com/misc/deb17-12913-250.pdf

                    About Dextera Surgical

Headquartered in Redwood City, California, Dextera Surgical Inc.
(DXTR:US OTC US) -- https://www.dexterasurgical.com/ -- is a
medical device company that designs and manufactures proprietary
stapling devices that enable the advancement of minimally invasive
surgical procedures.  Founded in 1997 as Vascular Innovations,
Inc., the Company changed its name in November 2001 to Cardica,
Inc., and in June 2016 to Dextera Surgical Inc.

Dextera Surgical sought Chapter 11 protection (Bankr. D. Del. Case
No. 17-12913) on Dec. 11, 2017.  Dextera Surgical also entered into
an asset purchase agreement with Aesculap, Inc, an affiliate of B.
Braun Group, for $17.3 million.

The Company disclosed $6.53 million in total assets and $14.82
million in total debt as of Sept. 30, 2017.

The Debtor tapped Saul Ewing Arnstein & Lehr LLP as counsel; Cooley
LLP as special corporate counsel; JMP Securities, LLC as financial
advisor and investment banker; Moss Adams LLP as tax advisor; Arch
& Beam Global, LLC and Matthew English as chief restructuring
officer; and Rust Consulting/Omni Bankruptcy as claims and noticing
agent.

No trustee, examiner or official committee has been appointed.

Dextera Surgical Inc. filed a Certificate of Amendment to its
Amended and Restated Certificate of Incorporation on April 24,
2018, to effect a change of its name from "Dextera Surgical Inc."
to "Dex Liquidating Co."  The name change became effective upon the
filing of the Amendment.


DIMITRIOS GALANOPOULOS: Court Stays Award in J. Calle, et al., Suit
-------------------------------------------------------------------
District Judge Richard J. Sullivan grants the Plaintiffs' motion
for attorney's fees and costs in the case captioned JOSE WILMER
CALLE, et al., Plaintiffs, v. NDG COFFEE SHOP, INC., D/B/A Big
Nick's Burger & Pizza Joint Too et al., Defendants, No. 16-cv-7702
(RJS) (S.D.N.Y.) and awards fees in the amount of $42,847 and costs
in the amount of $6,700; however, the Court stays the award as to
Defendant Dimitrios Galanopoulos.

Plaintiffs initiated this action on Sept. 30, 2016, alleging claims
under the Fair Labor Standards Act and New York Labor Law. Between
Oct. 30, 2017 and Nov. 3, 2017, the Court held a jury trial, after
which the jury rendered a verdict substantially in favor of
Plaintiffs on all claims. On Nov. 17, 2017, Plaintiffs moved for
attorney's fees. Nearly two weeks later, the Court received a
letter explaining that Galanopoulos had filed for Chapter 11
bankruptcy and requesting that the Court stay this action. Because
the Bankruptcy Code contains a stay provision, and "the stay
created by the filing of a bankruptcy petition is automatic and
immediate," the Court had no reason to issue a stay as requested by
Galanopoulos. Nevertheless, on Dec. 21, 2017, the Court entered a
final judgment against both Defendants. Specifically, the Court
calculated the damages owed each Plaintiff in light of the jury's
verdict, which had been rendered on Nov. 3, 2017. This mechanical
action involving the calculation of damages and entry of judgment
was akin to the kind of "ministerial" act the Second Circuit has
held does not violate the automatic stay provision of the
Bankruptcy Code since it did not involve the exercise of
significant discretion and simply entailed translating the jury's
verdict into a formal judgment in favor of Plaintiffs.

Here, the Court finds the requested hourly rates of $450 for
Michael Faillace, an attorney with 25 years of experience in wage
and hour litigation, $375 for Colin Mulholland, an attorney with
five years of experience in civil litigation, including wage and
hour case, and $375 for Jesse Barton, an attorney with five years
of experience in wage and hour litigation, to be reasonable in
light of similar rates approved for attorneys of similar experience
in this District; the Court also finds that no case-specific
factors warrant an adjustment of these rates in one direction or
the other. The Court further finds the total hours these attorneys
worked on this matter, which counsel have supported with time
records, to be reasonable, particularly because this case involved
six plaintiffs and was tried to verdict after a week-long jury
trial. Finally, the Court finds counsel's expenditures ($400 filing
fee for the Court and $6,700 in interpreter fees) to be reasonable.


The Court entered judgment against Galanopoulos after he filed for
bankruptcy because entry of judgment was a ministerial act not
barred by the Bankruptcy Code's automatic stay provision. However,
the Court finds that awarding attorney's fees is not similarly
"ministerial" because it necessitates a "judicial decision" as to
the propriety of awarding fees and the reasonableness of the fees
sought, thereby taking the action outside of that limited
exception. Therefore, the Court will stay the award as against
Galanopoulos during the pendency of his bankruptcy proceedings or
until the stay is lifted.

Accordingly, the Court orders the defendants to pay Plaintiffs
$42,847.50 for attorney's fees and $6,700 for costs and directs the
Clerk of Court to stay the award as to Defendant Galanopoulos.

A full-text copy of the Court's Order dated April 12, 2018 is
available at https://bit.ly/2HOY4F9 from Leagle.com.

Jose Wilmer Calle, individually, Jose Wilmer Calle, on behalf of
others similarly situated, Severiano Castaneda Rivera,
individually, Severiano Casteneda Rivera, on behalf of others
similarly situated, Hitler Calle, individually, Hitler Calle, on
behalf of others similarly situated, Victor Anibal Ugsha
Chugchilan, individually, Victor Anibal Ugsha Chugchilan, on behalf
of others similarly situated, Pedro Ramirez Lozano, individually,
Pedro Ramirez Lozano, on behalf of others similarly situated,
Marino Casteneda Rivera, individually & Marino Casteneda Rivera, on
behalf of others similarly situated, Plaintiffs, represented by
Colin James Mulholland , Michael Faillace & Associates, P.C., Jesse
S. Barton , Michael Faillace & Associates, P.C. & Michael Antonio
Faillace , Michael Faillace & Associates, P.C.

NDG Coffee Shop Inc., doing business as Big Nick's Burger & Pizza
Joint Too, Pizza Joint Too Inc., doing business as Big Nick's
Burger & Pizza Joint Too & Dimitrios Galanopoulos, Defendants,
represented by Andriana Nicole Chryssikos , Maniatis & Dimopoulos,
P.C., Constantine G. Dimopoulos -- gd@dimolaw.com -- Maniatis &
Dimopoulos, P.C., Joseph Anthony Maria , Joseph A. Maria, P.C. &
Nicole Dinos Gerace , Maniatis & Dimopoulos P.C.

Dimitrios G. Galanopoulos filed for chapter 11 bankruptcy
protection (Bankr. S.D.N.Y. Case No. 16-13316) on Nov. 22, 2017,
and is represented by Julie Cvek Curley, Esq. of Delbello
Donnelian, Weingarten Wise & Wiederkehr, LLP.


DORADO COMMUNITY: Unsecureds Monthly Payment Reduced to $83.33
--------------------------------------------------------------
Dorado Community Health Inc., filed with the U.S. Bankruptcy Court
for the District of Puerto Rico a small business amended disclosure
statement and summary of its proposed plan of reorganization dated
April 7, 2018.

The latest plan amends the treatment of Class 4 general unsecured
creditors.

After review of the proof of claims filed to date, those listed by
the Debtor, the total of claims relating to this class are
$98,924.55. There are 15 general unsecured creditors included in
this Class. The entire allowed claims for this class will receive
more than the amount calculated as liquidation value under a
Hypothetical Chapter 7 liquidation analysis.

On the consummation date, the entire Class 3 claimant will receive
from the Debtor a non-negotiable, non-interest bearing promissory
note, dated as of the Effective Date, providing for a total amount
of $5,000 which will be payable in consecutive monthly installments
of $83.33 during a period of five years, starting on the Effective
Date; with a monthly pro-rata distribution among all members of
this Class 3.

The Debtor will initiate accounts receivable collection efforts.
Debtor understands that they can collect approximately $25,000.00
as annual accounts receivables net proceeds. Debtor proposes that
the accounts receivables net proceeds will be disbursed to
unsecured creditors in the following manner and order: First all
accounts receivables net proceeds will be distributed to Class 3
(unsecured priority creditors) until debtor could complete the
payment of Class 3 obligation. Any amount received as account
receivable net proceeds will be distributed to class 3 at pro-rata
of each claim as a lump sum payment to class 3 claimholders.

Second, once debtor complied with Class 3 (unsecured priority
creditors) payments; then, after Class 3 has been paid in full,
then, debtor will continue making accounts receivables net proceeds
distribution in the following manner and order: 50% of the accounts
receivables net proceeds will be distributed to Class 4 (general
unsecured creditors) and the other 50% will be retained by debtor
for Hospital repairs and hospital equipment purchase.

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

     http://bankrupt.com/misc/prb17-01565-11-96.pdf

            About Dorado Community Health, Inc.

Dorado Community Health Inc., filed a Chapter 11 bankruptcy
petition (Bankr. D.P.R. Case No. 17-01565) on March 7, 2017,
disclosing under $1 million in both assets and liabilities. The
Debtor is represented by Jaime Rodriguez Perez, Esq. at Hatillo Law
Office.

The Debtor hired Fuertes & Fuertes Law Office, as counsel; and
Julio Borges-Alvarado, as accountant.

Acting United States Trustee, Guy G. Gebhardt, filed a Notice of
Appointment before the U.S. Bankruptcy Court for the District of
Puerto Rico naming Edna Diaz De Jesus as the Patient Care Ombudsman
for Dorado Community Health, Inc.


EMERALD GRANDE: W.Va. Tax Dept. Opposes OK of Latest Disclosures
----------------------------------------------------------------
The West Virginia State Tax Department filed an objection to
Emerald Grande, LLC's latest disclosure statement.

The Tax Department complains that the Debtor's Disclosure Statement
does not accurately reflect the true amount claimed by the Tax
Department.

Consequently, the plan does not provide that the claim of the Tax
Department, entitled to secured, priority and general claims, will
be paid in full under 11 U.S.C. section 507(a)(8).

In addition, the plan does not provide for payment to the Tax
Department within a period of five years, as required by 11 U.S.C.
section 1129(a)(9)( C).

Thus, the West Virginia State Tax Department requests the Court not
approve the Disclosure Statement as filed.

The Troubled Company Reporter previously reported that the sources
of funding for the Plan are:

   (1) income from the operation of the Elkview Hotel, until it is
sold;

   (2) income from the operation of the Summersville Hotel, until
it is sold;

   (3) monthly Rent Income from the Kanawha Landing Property, until
it is sold;

   (4) Net Proceeds from the sale of the Elkview Hotel and related
assets as a going-concern;

   (5) Net Proceeds from the sale of the Summersville Hotel and
related assets as a going concern;

   (6) Net Proceeds from the sale of the Kanawha Landing Property
and related assets;

   (7) Net Proceeds from the sale of the Kanawha City Property
adjacent to the Kanawha Landing Property;

   (8) monthly settlement payments received from Loma Brothers
under the Tenant Settlement relating to unpaid real estate taxes
for the La Carreta in the Kanawha Landing Property, which are being
paid directly to First Bank in repayment of the Additional Real
Estate Tax Loan; and

   (9) settlement payments to be received from Zhen Yu Weng and Fa
Fa Corporation, relating to unpaid real estate tax contributions
under the lease at the Kanawha Landing Property, which will be
assigned to First Bank in repayment of the Additional Real Estate
Tax Loan.

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

     http://bankrupt.com/misc/wnvb1-17-00021-333.pdf

A full-text copy of the Tax Department's Objection is available
at:

     http://bankrupt.com/misc/wvnb1-17-00021-367.pdf

                     About Emerald Grande

Emerald Grande, LLC, owns and operates two hotel properties, the La
Quinta Inn and Suites adjacent to the Elkview Crossings Shopping
Mall, in Elkview, West Virginia; and the La Quinta Inn and Suites
adjacent to the Merchants Walk Shopping Mall, in Summersville, West
Virginia.  It also owns a real estate development in Charleston
(Kanawha City), West Virginia.

Emerald Grande filed a Chapter 11 petition (Bankr. N.D. W.Va. Case
No. 17-00021) on Jan. 11, 2017.  The petition was signed by William
A. Abruzzino, managing member. The case is assigned to Judge
Patrick M. Flatley.

The Debtor estimated assets and liabilities at $10 million to $50
million at the time of the filing.  The Debtor is represented by
Steven L. Thomas, Esq., at Kay, Casto & Chaney PLLC.  The Debtor
employs Woomer, Nistendirk & Associates PLLC as accountant; and
Realcorp, LLC as broker, with Jon Cavendish serving as the listing
agent, to market and sell its property in Kanawha County, West
Virginia.

No official committee of unsecured creditors has been appointed.


ENSEQUENCE INC: Files Debt-to-Equity Reorganization Plan
--------------------------------------------------------
Ensequence, Inc., filed with the U.S. Bankruptcy Court for the
District of Delaware a joint plan of reorganization and disclosure
statement.

The Debtor will be reorganized pursuant to the Plan and continue in
operation following the Effective Date of the Plan.  To the extent
the DIP Lender exercises the Subscription Option, the DIP Lender
will receive New Equity of the Reorganized Debtor.  In exchange for
payment of the Consideration of $2,000,000, the Plan Sponsor will
receive the remainder of the New Equity of the Reorganized Debtor.
The aggregate amount of the New Equity received by the Plan Sponsor
and the DIP Lender will equal 100% of the New Equity of the
Reorganized Debtor.

On the Effective Date, the DIP Lender Claim will be allowed in
full. The Allowed DIP Lender Claim will be satisfied as follows
pursuant to the Subscription Option. The DIP Lender will have the
option to convert a portion of the outstanding Allowed DIP Lender
Claim into shares of New Equity at a rate of 10% of the Allowed DIP
Lender Claim for 60 shares of New Equity, up to a maximum of 100%
of the Allowed DIP Lender Claim for 600 shares out of the total
1000 shares of New Equity. Further, to the extent any amount of
Allowed DIP Lender Claim remains after the DIP Lender exercises the
Subscription Option, the remainder of its Allowed DIP Lender Claim
will be repaid in Cash funded and paid by the Plan Sponsor in
addition to the Consideration on the Effective Date, or reduced on
a dollar-for-dollar basis by agreement between the DIP Lender and
the Plan Sponsor.

The Plan proposes the following classification and treatment of
claims:

   * Class 1: Priority Unsecured Non-Tax Claims. Each holder of an
Allowed Priority Unsecured Non-Tax Claim against the Debtor  will
receive, from the GUC Recovery, on the Effective Date, on account
of and in full and complete settlement, release and discharge of,
and in exchange for, the Allowed Priority Unsecured Non Tax Claim,
either cash equal to the full unpaid amount of the Allowed Priority
Unsecured Non Tax Claim, or the other treatment as the Debtor, the
Plan Sponsor and the holder of the Allowed Priority Unsecured
Non-Tax Claim have agreed.

   * Class 2: Prepetition Lender Secured Claim. The Prepetition
Lender Secured Claim will be allowed in the amount
of$37,895,715.00. On the Effective Date, the holder of the Allowed
Prepetition Lender Secured Claim will receive, on account of and in
full and complete settlement, release and discharge of, and in
exchange for its Prepetition Lender Secured Claim, the Prepetition
Lender Recovery.

   * Class 3: Other Secured Claims. Each holder of an Allowed
Secured Claim, except the Prepetition Lender,  will receive, at the
election of the Plan Sponsor, on account of and in full and
complete settlement, release and discharge of, and in exchange for,
its Allowed Secured Claims:(i) cash from the GUC Recovery, prior to
any payment to the Allowed General Unsecured Claims, in an amount
sufficient to satisfy it claim, net of default interest; (ii)
reinstatement pursuant to Bankruptcy Code section 1124; (iii)
receipt of the collateral securing  the claim and any interest
required to be paid pursuant to Bankruptcy Code section 506(b);
(iv)  the other treatment as the Plan Sponsor and the applicable
holder of the Allowed Secured Claim may agree; and/or (v) the other
recovery necessary to satisfy Bankruptcy Code section 1129.

   * Class 4: General Unsecured Claims. On or about the Effective
Date, each holder of an Allowed General Unsecured Claim will
receive, on account of and in full and complete settlement, release
and discharge of, and in exchange for its Allowed General Unsecured
Claim, pro rata payment from the GUC Recovery.

   * Class 5: Equity Interests. No Distributions will be made to
holders of Allowed Equity Interests. On the Effective Date, all
Allowed Equity Interests will be deemed automatically cancelled,
released, and extinguished without further action by the Debtor or
the Reorganized Debtor, and the obligation of the Debtor and the
Reorganized Debtor will be discharged.

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

          http://bankrupt.com/misc/deb18-10182-27.pdf

                        About Ensequence

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

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

The case is assigned to Judge Kevin Gross.

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

The prepetition lender is represented by McDermott Will & Emery.

The Office of the U.S. Trustee on Feb. 12 disclosed in a court
filing that no official committee of unsecured creditors has been
appointed in the Chapter 11 case of Ensequence, Inc.


FULLBEAUTY BRANDS: Moody's Cuts CFR to Ca, Sees Default Risk
------------------------------------------------------------
Moody's Investors Service downgraded its ratings for FULLBEAUTY
Brands Holdings Corp., including the company's Corporate Family
Rating (CFR; to Ca from Caa2) and Probability of Default Rating
(PDR; to Caa3-PD from Caa2-PD), and the ratings for the company's
senior secured first- and second-lien term loans (to Ca from Caa1
and to C from Caa3, respectively). The ratings outlook is negative.
This rating action concludes the review for downgrade that was
initiated March 20, 2018.

"The downgrades reflect our view that FULLBEAUTY's debt
capitalization is untenable in its current form, default risk is
rising, and recoveries are likely to be low for rated creditors,"
said Moody's Vice President and lead analyst for the company, Brian
Silver. "Operating and financial performance has lagged
expectations and liquidity is now expected to be weak over the next
12 to 18 months, as cash flow generation will continue to be
stifled by the company's high interest expense burden owing to its
heavy debt load," added Silver.

The following ratings for FULLBEAUTY Brands Holdings Corp. have
been downgraded:

Corporate Family Rating, to Ca from Caa2

Probability of Default Rating, to Caa3-PD from Caa2-PD

$820 million (about $786 million outstanding) Senior Secured
First-Lien Term Loan due 2022, to Ca (LGD4) from Caa1 (LGD3)

$345 million Senior Secured Second-Lien Term Loan due 2023, to C
(LGD6) from Caa3 (LGD5)

Outlook actions:

Outlook, changed to negative from rating under review

RATINGS RATIONALE

FULLBEAUTY Brands' ratings are constrained by the company's deemed
untenable capital structure, owing to its very high financial
leverage approximating 12 times debt-to-EBITDA on a
Moody's-adjusted basis for the twelve months ended March 31, 2018.
This is compounded by Moody's expectation that the modest-sized and
niche-oriented company's operating performance will remain
challenged in a persistently difficult market environment for
retail, with constrained earnings and heavy debt service costs
yielding negative free cash flow generation over the next 12-18
months. The ratings reflect an eroding liquidity profile and
ensuing heightened default risk, with Moody's expecting that the
company will be challenged to sufficiently improve profitability
such that its balance sheet will be refinanceable at acceptable
market levels and under economically viable terms over the next few
years.

However, Moody's noted that the company still benefits from a lack
of near-term debt maturities, affording it some additional time to
effect a prospective turn-around. This is partially reflected in
the company's PDR being one notch above the CFR, although the
disconnect also incorporates Moody's expectation of a below-average
recovery for creditors in an actual event of default scenario. As a
direct-to-consumer online and catalog retailer, FULLBEAUTY has
relatively modest capital spending requirements. Favorable
demographic trends with respect to a broadly overweight population
in the US, along with good breadth and mix of product offerings
relative to many competitors and more traditional retailers, also
represent mitigating considerations.

The negative outlook reflects Moody's expectation that the ratings
could face downward pressure over the next 12-18 months,
particularly if a pre-emptive restructuring is contemplated and/or
needed, as the company will be challenged to improve its operating
performance and associated cash flow generation enough to
materially improve its credit metrics and liquidity position.

Ratings could be downgraded if liquidity deteriorates and ensuing
default risk rises further, including through a distressed
exchange. Alternatively, the ratings could be upgraded if the
company generates positive free cash flow and materially improves
its liquidity profile.

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

FULLBEAUTY Brands Holdings Corp. (Fullbeauty), headquartered in New
York, New York, is a retailer specializing in the sale of plus-size
apparel nationally through its direct-to-consumer print media and
e-commerce websites. The company operates seven unique lifestyle
brands through its branded websites and print media, including
Woman Within, Roaman's, Jessica London, Swimsuitsforall, King Size,
ellos, and BrylaneHome, as well as an online marketplace,
fullbeauty.com. The company is majority-owned by Apax Partners LLP,
with Charlesbank Capital Partners owning approximately 25%. The
company generated revenue of approximately $896 million for the
twelve-month period ended March 31, 2018.


FUSION CUSTOM: Selling Freightliner Sport Chassis Truck for $100K
-----------------------------------------------------------------
Fusion Custom Trailers & Motorcoaches, Inc., asks the U.S.
Bankruptcy Court for the Western District of North Carolina to
authorize the private sale of a 2011 Freightliner Sport Chassis
truck bearing vehicle identification number 1FVAFHDV3BDAY0128 for
an amount in excess of $100,000.

The Debtor owns various equipment and machinery used in the
operation of its business, including the Sport Chassis.  The Sport
Chassis is titled in the name of the Debtor and is used by the
company to transport its manufactured trailers for sale and/or
marketing.  It is not inventory of the Debtor in that it is not
leased by the Debtor (as a lessor) or held by the Debtor for sale
or lease to others.

The Debtor contends that the Sport Chassis has a fair market value
in the range of $100,000 to $125,000.  The counsel has conferred
with a third-party appraiser, who agrees that the suggested range
is a reasonable estimation of the fair market value of the
vehicle.

Cass County Bank ("CCB") asserts a secured claim against the
Debtor's estate of approximately $240,000.  Upon information and
belief, CCB holds a properly perfected first lien in the Sport
Chassis via notation on the vehicle title as issued in the State of
Nebraska.  The Debtor does not believe that any other creditor
besides CCB asserts a valid, properly perfected lien against the
Sport Chassis.  To the extent that another creditor does so, the
Debtor disputes the validity of such claim.

The Debtor does not require the Sport Chassis for its day-to-day
operations, and potential purchasers have expressed interest in
acquiring it.  However, the Debtor is concerned that delay in
transferring title to the Sport Chassis may discourage interest
from buyers.  The Debtor therefore asks the Court's approval to
sell the vehicle before soliciting offers.

The Debtor asks Court approval to sell the Sport Chassis for an
amount in excess of $100,000 by private sale, free and clear of all
liens, claims, interests, and encumbrances, with all such Liens
attaching to the sale proceeds.  It also asks that the Court orders
that the sale proceeds be paid into the trust account of its
counsel, and that the Court waives the 14-day stay of Bankruptcy
Rule 6004(h).

A hearing on the Motion is set for May 16, 2018 at 9:30 a.m. (ET).
The objection deadline is May 1, 2018.

                 About Fusion Custom Trailers

Fusion Custom Trailers & Motorcoaches manufactures and services
custom built trailers, motor coaches, and truck conversions from
its leased premises in Salisbury, North Carolina.  The Debtor's
principal, John E. Nicholson, is a resident of Mooresville, North
Carolina, and a debtor in that Chapter 13 bankruptcy proceeding
currently pending (Bankr. W.D.N.C. Case No. 18-50151).

Fusion Custom Trailers & Motorcoaches Inc. filed a Chapter 11
petition (Bankr. W.D.N.C. Case No. 18-30445) on March 20, 2018.

Fusion Custom Trailers is represented by:

         Richard S. Wright, Esq.
         Caleb Brown, Esq.
         MOON WRIGHT & HOUSTON, PLLC
         121 West Trade Street, Suite 1950
         Charlotte, North Carolina 28202
         Telephone: (704) 944-6560


GORDON BURR: Londos Buying Castle Rock Property for $1.4M
---------------------------------------------------------
Gordon Burr asks the U.S. Bankruptcy Court for the District of
Colorado to authorize his sale of the residential real property and
improvements located at 26 Columbine Place, Castle Rock, Colorado
to Greg Frank Londo and Molly Lea Londo for $1,425,000.

The Debtor and his non-filing spouse own and maintain as their
residence the Property.  The Residence was listed for sale prior to
the Petition Date.  The Sellers have been marketing the Residence
for sale since approximately May 1, 2017.  The listing price for
the Residence has been reduced on multiple occasions.

The Sellers now have an opportunity to sell the Residence.  They
propose to sell the Residence to the Buyers.  The Buyers are the
Debtor's niece and her spouse.  Although the Buyers are insiders of
the Debtor, the Residence is being sold for fair market value.  The
only offer the Sellers have received to purchase the Residence is
the offer from the Buyers.  The offer is a cash offer and is not
contingent on the Buyers obtaining a loan.

The Residence is subject to two secured claims held by Colorado
Business Bank scheduled by the Debtor in the total amount of
$1,543,152.  Colorado Business Bank has filed a Proof of Claim
asserting claims secured by the Residence and additional collateral
in the amount of $1,556,878.  The Residence is further secured by a
statutory lien for real estate taxes in favor of Douglas County.
Douglas County has filed a Proof of Claim in the amount of $10,578
for the 2017 real estate taxes for the Residence.  The Debtor
believes it can obtain the consent of the lienholders.

The Sellers and Buyers have entered into a Contract to Buy and Sell
Real Estate (Residential), subject to Court approval.

The principal terms of the Sale Agreement are:

     a. The purchase price for the Residence is $1,425,000, free
and clear of all liens, claims and encumbrances, with all liens,
claims and encumbrances to attach to the proceeds of the sale in
the order of their priorities;

     b. The Purchase Price will be paid through an earnest money
payment of $50,000, with the balance paid in cash at the closing;

     c. The Buyers currently have verifiable and available funds in
an amount greater than the amount of cash due at closing;

     d. The Sale Agreement is subject to Bankruptcy Court approval;


     e. The Buyers will deposit the earnest money upon Bankruptcy
Court approval of the Sale Agreement;

     f. The Buyers and the Sellers will each pay one half of the
closing costs;

     g. Any and all outstanding taxes through the date of the
closing will be paid by the Sellers;

     h. The Sellers will transfer the Residence to the Buyers by
general warranty deed on the closing date; and

     i. The closing for the sale of the Residence is anticipated to
occur on May 11, 2018.

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

   http://bankrupt.com/misc/Gordon_Burr_100_Sales.pdf

The Debtor asks authorization to utilize the proceeds from the sale
of the Residence to pay the following: (i) closing and related
costs associated with the sale; (ii) real estate broker fees; (iii)
property taxes; and (iv) the secured claims encumbering the
Residence held by Colorado Business Bank in the order of their
priority to the extent proceeds exist.

The Debtor and the estate are receiving no financial benefit from
retaining the Residence and the Debtor will continue to incur
expenses related to the Residence if it is not sold.  The sale of
the Residence will maximize the return for the Debtor's creditors.

                      About Gordon Burr

Gordon Burr, an individual who resides in Castle Rock, Colorado,
sought Chapter 11 protection (Bankr. D. Colo. Case No.
17-20537-JGR) on Nov. 16, 2017.  Among the assets owned by the
Debtor are eight pieces of valuable artwork.  Aaron A. Garber,
Esq., at Buechler & Garber, LLC, serves as counsel to the Debtor.


HUSKY INC: Hacienda's Secured Claim Added in Latest Plan
--------------------------------------------------------
Husky, Inc., and Christian Elderly Home, Inc., filed with the U.S.
Bankruptcy Court for the District of Puerto Rico their proposed
second amended consolidated plan of reorganization.

The amended consolidated plan now consists of nine classes of
claimants with the addition of Hacienda's secured claim in Class 3
and the subordinated claims in Class 8.

The Debtors did not list Hacienda with a secured claim. Thereafter,
Hacienda filed its Proof of Claim No. 7 in the total amount of
$38,091.23, of which $9,046.91 was claimed as secured and an
unsecured portion in the amount of $29,044.32. Hacienda's claim be
paid in full plus interest within five years from date of relief,
plus interest.

Class 8 subordinated claimants will include any claim from a
creditor who the court determines that (1) has incurred in some
type of inequitable conduct, (2) its conduct have resulted in
injury to the creditors or conferred an unfair advantage on this
claimant and (3) equitable subordination of the claim is consistent
with the provisions of the Bankruptcy Code. Claimants in this class
will not receive payment until all other creditors are paid. This
class is impaired.

A copy of the Second Amended Consolidated Plan of Reorganization is
available at:

     http://bankrupt.com/misc/prb17-02559-11-125.pdf

                     About Husky Inc.

Husky, Inc., based in Gurabo, Puerto Rico, is the 100% owner of
Christian Elderly Home, Inc., having a current value of $1 million.
It also owns a 2,320 square-meter lot with concrete building for
storage located at Barrio Rincon and valued at $300,000.  

Husky and Christian Elderly filed separate Chapter 11 petitions
(Bankr. D.P.R. Case Nos. 17-02559 and 17-02561) on April 12, 2017.

Edgardo Garcia Rosario, president, signed the petitions.

In its petition, Husky disclosed $1.32 million in assets and $7.63
million in liabilities.  Christian Elderly disclosed $1.04 million
in assets and $7.5 million in liabilities.

Judge Enrique S. Lamoutte Inclan presides over the cases.  Carmen
D. Conde Torres, Esq., at the Law Offices of C. Conde & Associates,
is the Debtors' bankruptcy counsel.


ICONIX BRAND: May Issue 1.9-Mil. Shares Under 2016 Incentive Plan
-----------------------------------------------------------------
Iconix Brand Group, Inc., filed a Form S-8 registration statement
with the Securities and Exchange Commission to register 1,900,000
shares of its common stock that are issuable under the Company's
Amended and Restated 2016 Omnibus Incentive Plan.  In addition,
pursuant to Rule 416(c) under the Securities Act of 1933, the
registration statement also covers an indeterminate number of
shares of common stock which may be issued pursuant to the
anti-dilution provisions of the Company's Amended and Restated
2016.  A full-text copy of the prospectus is available at:
https://is.gd/sRNBYw

                        About Iconix Brand

Broadway, New York-based Iconix Brand Group, Inc. --
http://www.iconixbrand.com/-- is a brand management company and
owner of a diversified portfolio of over 30 global consumer brands
across the women's, men's, entertainment, home and international
segments.  The Company's business strategy is to maximize the value
of its brands primarily through strategic licenses and joint
venture partnerships around the world, as well as to grow the
portfolio of brands through strategic acquisitions.  Iconix Brand
owns, licenses and markets a portfolio of consumer brands
including: Candie's, Bongo, Joe Boxer, Rampage, Mudd, London Fog,
Mossimo, Ocean Pacific/OP, Danskin/Danskin Now, Rocawear/Roc
Nation, Cannon, Royal Velvet, Fieldcrest, Charisma, Starter,
Waverly, Ecko Unltd/Mark Ecko Cut & Sew, Zoo York, Umbro, Lee
Cooper, and Artful Dodger; and interests in Material Girl, Ed
Hardy, Truth or Dare, Modern Amusement, Buffalo, Hydraulic, and
PONY.

Iconix Brand incurred a net loss attributable to the Company of
$489.3 million in 2017, a net loss attributable to the Company of
$252.1 million in 2016 and a net loss attributable to the Company
of $186.5 million in 2015.  As of Dec. 31, 2017, Iconix Brand had
$870.51 million in total assets, $891.2 million in total
liabilities, $30.28 million in redeemable non-controlling
interests, and a total stockholders' deficit of $50.97 million.

Due to certain developments, including the decision by Target
Corporation not to renew the existing Mossimo license agreement
following its expiration in October 2018 and by Walmart, Inc. not
to renew the existing Danskin Now license agreement following its
expiration in January 2019, and the Company's revised forecasted
future earnings, the Company forecasted that it would unlikely be
in compliance with certain of its financial debt covenants in 2018
and that it may otherwise face possible liquidity challenges in
2018.  The Company said these factors raised substantial doubt
about its ability to continue as a going concern.  The Company's
ability to continue as a going concern is dependent on its ability
to raise additional capital and implement its business plan.


INVERSIONES CESAR: Disclosure Statement Hearing Set for May 23
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Puerto Rico is set to
hold a hearing on May 23 to consider approval of the disclosure
statement explaining the Chapter 11 plan for Inversiones Cesar
Castillo Inc.

The hearing will take place at the Jose V. Toledo Federal Building
and U.S. Courthouse, Courtroom No. 1.  Objections must be filed not
less than 14 days prior to the hearing.

The estimated maximum liability on amounts under Class 3 - General
Unsecured Creditors is in the amount of $5,047,330.  The aggregate
dividend to this class would be fixed in the amount of $10,000 with
payments
to be distributed pro-rata in a single lump sum payment among the
outstanding and allowed claims of
each creditor.  On the consummation date, Class 3 claimant will
receive from the Debtor a single  dividend check providing on the
proportional distribution share of each claim over an aggregate
dividend amount for this class of $10,000. Upon this single
dividend, no further payment is provided in the Plan of
Reorganization to Class 3 claimants.

The Debtor will have sufficient funds to make all payments due
under this Plan. The Plan will be implemented as required under
Section 1123(a)(5) of the Bankruptcy Code. The funds will be
obtained from the  following sources:

   (1) Revenues received by the operation of Debtor’s commercial
real property and the lease rent payment received from tenants.

   (2) Proceeds of a new credit facility either through a third
party financing or sale of the Debtor's commercial property located
at 361 Angel Bounomo St; Tres Monjitas Industrial Park, San Juan
Puerto Rico.

On the Consummation Date of the plan, the administration of
Debtor's property will be and become the general responsibility of
debtor, who shall thereafter have the responsibility for the
management, control and administration. Management of Debtor’s
affairs, collection of money and distribution to creditors, will be
under the control and supervision of Debtor who, through is
stockholders and officials, will assume the same role they have
assumed throughout this reorganization process.

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

           http://bankrupt.com/misc/prb17-04202-56.pdf

             About Inversiones Cesar Castillo Inc.

Based in San Juan, Puerto Rico, Inversiones Cesar Castillo Inc.
listed its business as a single asset real estate (as defined in 11
U.S.C. Section 101(51B)). The Debtor sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. D. P.R. Case No.
17-04202) on June 12, 2017.  Cesar Castillo Gonzalez, president,
signed the petition. The Debtor owns a fee simple interest in a
62,297-square-foot commercial office & warehouse building located
at the Tres Monjitas Industrial Park, which is valued at $3.5
million.

At the time of the filing, the Debtor disclosed $4.33 million in
assets and $10.22 million in liabilities.

The Debtor hired the Law Firm of Lugo Mender Group, LLC as its
bankruptcy counsel.


IRASEL SAND: Equity Owner Seeks Appointment of Chapter 11 Trustee
-----------------------------------------------------------------
Select Sand, LLC requests the U.S. Bankruptcy Court for the Western
District of Texas to appoint an independent, impartial Chapter 11
trustee to manage Irasel Sands, LLC and guide it through its
reorganization.

Select Sand contends that the Debtor's management suffers from
disabling conflicts of interest that prevent management from
faithfully discharging and performing the fiduciary duties owed to
the Debtor and to the bankruptcy estate. These disabling conflicts
damage the interests of the creditors generally, including Select
Sand -- in its capacity as unsecured creditor with a claim of
approximately $77,000 and 50% equity owner of Irasel Sands.

Select Sand asserts that the conflicts are inherent, profound, and
incurable. Select Sand further asserts that the only solution,
other than dismissal or conversion to Chapter 7, is the appointment
of an independent Chapter 11 trustee to guide the Debtor through
its reorganization, unfettered by the personal financial interests
of Irabel, Inc., Robert Livingston, Alan Garely, Louis Butler, and
Bates Whiteside.

Select Sand contends that Irabel, Inc. owns the remaining 50%
equity interest in the Debtor and acts as the Debtor's manager.
Irabel is managed by its CEO, Louis Butler, and its CFO, Bates
Whiteside. Practically speaking, Butler and Whiteside manage the
Debtor's business and financial affairs.

Select Sand relates that the Debtor filed an unauthorized voluntary
petition for relief under Chapter 11 of the Bankruptcy Code.
Although Select Sand's consent was expressly required by the
Debtor's governing documents, neither Irabel nor Butler nor
Whiteside requested or obtained Select Sand's consent to file the
Chapter 11 Petition.

On June 20, 2017, Carousel Specialty Products, Inc. filed its
Motion to Dismiss, which Select Sand joined. The Motion to Dismiss
set out Irabel's and Butler's lack of authority to file a
bankruptcy petition on the Debtor's behalf without Select Sand's
consent. At the conclusion of an expedited hearing, the Court
agreed that the voluntary bankruptcy filing was unauthorized, but
the Court allowed Irabel to file an amended involuntary petition on
behalf of the Debtor.

Select Sand contends that the Debtor then arranged for insiders
(including Irabel equity holders) and certain friendly creditors to
join in the Debtor's contrived "involuntary" petition, without
filing an Adversary Proceeding, or actually appearing in the case.
Carousel Specialty and Select Sand objected to that transparent
artifice, but without success.

Select Sand relates that pre-petition, Irabel, not the Debtor,
borrowed at least $4,253,876 from First NBC Bank and pledged
certain of the Debtor's assets as collateral for the debt. The
Debtor did not the sign promissory notes nor did it guarantee them.
FNB subsequently failed. The FDIC, in its capacity as receiver,
inherited the FNB loan documents, which it later assigned to
Summit.

The Debtor's manager, Irabel, signed the FNB note and owes Summit
the entire $4,253,876, plus accruing default interest and
attorneys' fees. Worse, Irabel's principals, Livingston, Garely,
Butler, and Whiteside personally guaranteed Irabel's debt to
Summit. Worse still, Livingston, Gareley, and Whiteside pledged
their personal homesteads in Virginia and Louisiana as collateral
for their guarantees.

Thus, Select Sand contends that Irabel's principals are personally
liable for a massive and growing debt to Summit that the Debtor
does not owe, and Irabel controls the Debtor. Irabel's only asset
is its interest in the Debtor. Irabel and its principals have an
overwhelming personal economic interest in using the Debtor’s
income earning potential to pay off their debt to Summit.

Select Sand relates that the Debtor, controlled by Irabel, has
filed a Plan that makes absolutely no economic sense for the
Debtor, but makes great sense for Irabel and the guarantors. The
Plan provides that the Debtor will repay the entire $4,253,875 to
Summit at 5% interest, over five years, with 59 payments of roughly
$60,000 per month and massive balloon payment at the end. However,
Select Sand notes that the actual amount necessary to amortize
$4,253,875 over five years at 5% interest is $80,275 per month, not
the proposed $60,000.

Thus, Select Sand believes that Irabel will soon cause the Plan to
be amended to provide for an $80,275 monthly payment to Summit.
Irrespective of whether the Debtor could meet an $80,275 monthly
obligation, such payments would be a massive diversion of funds
away from the Debtor's operations and away from other creditors who
have allowable unsecured claims.

Select Sand asserts that Irabel, Butler, and Whiteside, while
acting as the Debtor's managers and controlling persons, face such
massive personal liability and personal hardship that it is
unrealistic to expect them to dedicate their uncorrupted business
judgment to the sole benefit of the Debtor and put the best
interests of the Debtor and Estate ahead of their own.

Indeed, the Plan, Disclosure Statement, and the Summit Loan
Documents demonstrate that Irabel, Butler and Whiteside have
already placed their self-interest above that of the Debtor and the
Estate. While understandable, that is improper. The Debtor, the
Estate, and the creditors are entitled to loyal, un-conflicted
management that will act in the Estate’s best interests, rather
than in the managers' own self-interest.

Select Sand asserts that this profound and incurable conflict of
interest mandates the appointment of a disinterested Chapter 11
trustee to guide the Debtor through the reorganization. Select Sand
has already pointed out the conflict of interest in its objection
the Disclosure Statement. However, the Debtor has taken no action
to address the issue, nor is it realistic to expect the Debtor's
management to do so. Thus, judicial action is required.

Attorneys for Select Sand, LLC:

             Robert A. Simon, Esq.
             Whitaker Chalk Swindle & Schwartz, PLLC
             301 Commerce Street, Suite 3500
             Fort Worth, TX 76102
             Telephone: (817) 878-0543
             Facsimile: (817) 878-0501

                      About Irasel Sand LLC

Based in Dilley, Texas, Irasel Sand, LLC, is a company that was
organized in 2014 as a joint venture between Irabel, Inc., and
Select Sand LLC.  The Debtor sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. W.D. Tex. Case No. 17-51420) on June
19, 2017.  Louis R. Butler, CEO of Irasel Sand's managing member,
signed the petition.

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

Dean William Greer, Esq., at the Law Offices of Dean W. Greer serve
as the Debtor's bankruptcy counsel.

Judge Ronald B. King presides over the case.

The Debtor previously filed a Chapter 11 petition (Bankr. S.D. Tex.
Case No. 17-31148) on Feb. 27, 2017.


JLC DAYCARE: Court OK's Disclosures, Confirms Chapter 11 Plan
-------------------------------------------------------------
Judge Thomas P. Agresti of the U.S. Bankruptcy Court for the
Western District of Pennsylvania issued an order approving JLC
Daycare, Inc.'s disclosure statement and confirming its plan of
reorganization dated Feb. 27, 2018.

The PA Department of Revenue agrees that its class claim is a
secured claim in the amount of $332.45 and Debtor agrees that this
will be paid within 10 days of the Effective Date of the Plan.
Therefore, the PA Department of Revenue withdraws its objection to
the plan and accepts same with the payment provision.

Further, the revised monthly payments to be made under the plan are
as follows:

     1. Class 1 - Mon Valley Initiative                            
589.85
     2. Class 2A - Keystone Collections/Swissvale Borough          
144.54
     3. Class 2B - Keystone Collections/Swissvale Borough          
12.88
     4. Class 3 - County of Allegheny                              
105.39
     5. Class 4 - Woodland Hills School District                   
520.88
     6. Class 5 - Internal Revenue Service                         
  0.00
     7. Class 6 - PA Department of Revenue                         
  0.00
     8. Class 7 - Administrative                                   
200.00
     9. Class 8 - Unsecured Creditors                              
500.00
     10.  Disbursing Agent                                         
125.00

                                      TOTAL OF MONTHLY PAYMENTS
$2,178.14

The Troubled Company Reporter previously reported that through the
plan, the secured creditors will be paid the full value of their
collateral interest at interest, the real estate taxes will be paid
in full at interest, the administrative creditors will be paid in
full, and the unsecured creditors will receive a pro-rata
distribution of approximately $30,000 (approximately 40% of their
allowed claims).

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

     http://bankrupt.com/misc/pawb17-23517-64.pdf

                    About JLC Daycare Inc.

JLC Daycare, Inc. sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. W.D. Pa. Case No. 17-21768) on April 27,
2017.  At the time of the filing, the Debtor estimated assets and
liabilities of less than $1 million.  The case is assigned to Judge
Thomas P. Agresti.  Michael J. Henry, Esq., represents the Debtor
as bankruptcy counsel.


JOHN RITTER: Focus Liquidating Trustee Selling Other Collateral
---------------------------------------------------------------
William A. Leonard, Jr., liquidating trustee of the Focus
Liquidating Trust, filed with the U.S. Bankruptcy Court for the
District of Nevada a notice of his sale of other collateral held by
rejecting class 2E, identified as APNs 3133-091-05-0-000 and
3133-091-06-0-000.

The Trustee is selling the Other Collateral pursuant to Section
7.4(g)(ii) of the Second Amended Joint Chapter 11 Plan of
Reorganization for John A. Ritter and the Focus Entities Dated July
12, 2017 and Section 3.6 of the Focus Liquidating Trust
Declaration.

Counsel for Trustee:

          Mark M. Weisenmiller, Esq.
          William M. Noall, Esq.
          GARMAN TURNER GORDON LLP
          650 White Drive, Suite 100
          Las Vegas, Nevada 89119
          Telephone: (725) 777-3000
          Facsimile: (725) 777-3112

                   About John A. Ritter

Certain alleged creditors of John A. Ritter, on Feb. 29, 2016,
filed an involuntary bankruptcy petition against him under chapter
7 of the Bankruptcy Code.  Mr. Ritter opposed that petition.
However, following discussions with the petitioning creditors, he
agreed to entry of an order for relief against him under chapter 11
of the Bankruptcy Code.

Agave Properties, LLC, and its 11 affiliates sought protection
under Chapter 11 of the Bankruptcy Code (Bankr. D. Nev. Case No.
16-13338) on June 17, 2016.  The petition was signed by John A.
Ritter, manager.  The bankruptcy cases are jointly administered
under Mr. Ritter's Chapter 11 case, Case No. 16-10933.

The cases are assigned to Judge Mike K. Nakagawa.

At the time of the filing, Agave Properties and its 11 affiliates
estimated their assets at $10 million to $50 million and
liabilities at $100 million to $500 million.


KEELER'S MEDICAL: Unsecureds Estimated to Get 10% of Claims
-----------------------------------------------------------
Keeler's Medical Supply, Inc., filed with the U.S. Bankruptcy Court
for the Eastern District of Washington its first small business
disclosure statement describing its plan of reorganization dated
April 6, 2018.

The Debtor has liquidated substantially all of its assets during
the course of the bankruptcy proceedings. The Debtor's plan
proposes to distribute the proceeds of the liquidation to creditors
as described in the Plan.

Class 6 claims consist of unsecured claims against the Debtor. The
Debtor's plan proposes that Class 6 Claims receive a pro rata
distribution to the extent that the Debtor has any funds available
for distribution after payment of claims in Class 1 - Class 5. The
Debtor's projections indicate that there is unlikely to be more
than $30,000 available to distribute to Class 6 creditors after
payment of Class 1 - Class 5 Claims. Total claims in Class 6 are
approximately $230,000, which would suggest that Class 6 creditors
will receive at most approximately 10% of the amount of their
claims. It is possible that Class 6 creditors will not receive any
distribution under the Plan.

Distributions to creditors under the Plan will be funded through:
(a) cash held by the Debtor on the Effective Date (estimated to be
$695,000); (b) certain proceeds from the sale of the Lincoln
Property by Vetsch Investments (which applies only to creditors in
Class 2 and Class 3). The Debtor will be responsible for making the
distributions to creditors called for by the plan.

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

     http://bankrupt.com/misc/waeb17-01849-11-112.pdf

                About Keeler's Medical Supply

Keeler's Medical Supply, Inc., is a Washington corporation engaged
in the business of selling and leasing medical supplies and
equipment as well as providing services related to medical supplies
and equipment.  Keeler's headquarters and principal place of
business are located at 2001 West Lincoln Avenue in Yakima,
Washington.  Keeler's was formed in 1971.

The common stock of Keeler's is owned as follows: (a) 91.35% by the
Estate of Sharon Vetsch; (b) 6.51% by Charles E. Vetsch, Jr. (the
President and Chief Executive of Keeler's); and (c) 2.14% by
Clinton T. Vetsch.

Keeler's Medical Supply filed a Chapter 11 petition (Bankr. E.D.
Wash. Case No. 17-01849) on June 15, 2017, estimating assets of
less than $50,000 and liabilities of $1 million to $10 million.
The petition was signed by Charles Vetsch, president.

Roger William Bailey, Esq., at Bailey & Busey PLLC, serves as the
Debtor's legal counsel.

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


KIKO USA: Unsecureds to Get Full Payment at 4% Over Six Months
--------------------------------------------------------------
Kiko USA, Inc., filed with the U.S. Bankruptcy Court for the
District of Delaware a plan of reorganization and disclosure
statement, which propose the following classification and treatment
of claims:

   * Class 1 consists of all Priority Claims other than Priority
Tax Claims. It is unimpaired by the plan. All holders of Allowed
Priority Claims are deemed to have accepted the Plan and will not
be solicited to vote on the Plan. Each holder of an Allowed
Priority Claim other than a Priority Tax Claim will receive Cash in
an amount equal to its Allowed Priority Claim on the later of: (i)
the Effective Date, or as soon after that date as feasible; and
(ii) 30 days after the Priority Claim is Allowed; unless, before
the later of those two dates, the holder of the Claim and
Reorganized KIKO agree in writing to a different date.

   * Class 2 consists of all Secured Claims. It is unimpaired by
the Plan. All holders of Allowed Secured Claims are deemed to have
accepted the Plan and will not be solicited to vote on the Plan.
Each holder of an Allowed Secured Claim in Class 2 will receive
Cash in an amount equal to its Allowed Secured Claim from the
proceeds of the collateral to which the claim pertains on the later
of: (i) the Effective Date, or as soon after that date as feasible;
and (ii) the closing date of the sale of the collateral to which
the claim pertains; unless, before the later of those two dates,
the holder of the Claim and Reorganized KIKO agree in writing to a
different date. Each holder of an Allowed Secured Claim will retain
all Liens on applicable property of the Estate arising under
applicable law until that holder’s Allowed Secured Claim is paid
in full under this Section of the Plan.

   * Class 3 consists of all Allowed General Unsecured Claims,
including Rejection Claims. Class 3 is impaired by the Plan and
will be solicited to vote on the Plan. Each holder of an Allowed
General Unsecured Claim will receive, in full and final
satisfaction of its Allowed General Unsecured Claim, payments of
Cash totaling the amount of its Allowed General Unsecured Claim,
plus interest at the rate of 4% per annum on the outstanding amount
of  the Allowed Unsecured Claim from the Effective Date through
payment, according to the following schedule: 34% on the later of
the Effective Date or the allowance of the claim, 33% on or before
September 30, 2018, and 33% on or before December 31, 2018.

   * Class 4 consists of all Equity Interests. Class 4 is
unimpaired by the Plan and will not be solicited to vote on the
Plan. All holders of Equity Interests in the Debtor  will retain
their Equity Interests. Until all holders of Allowed Claims in
Class 3 have received distributions totaling the amount of all
Allowed Class 3 Claims, Reorganized KIKO may not cause or permit
Reorganized KIKO to: (a) declare or pay any dividends, purchase,
redeem, retire, defease or otherwise acquire for value of its
Equity Interests now or hereafter outstanding; or (b) make any
distribution of assets, Equity Interests, obligations or securities
to its members. Nothing in this Section will restrict Reorganized
KIKO from (1) paying salaries and benefits to officers or employees
of Reorganized KIKO or reimbursing officers or employees of
Reorganized KIKO for ordinary and reasonable business expenses
incurred on behalf of Reorganized KIKO or (2) purchasing goods or
services from the holder of Equity Interests in the ordinary course
of its business.

The primary purpose of Reorganized KIKO is to continue to conduct
the Debtor's retail sales of cosmetics through brick and mortar and
online sales. The day-to-day operations of Reorganized KIKO will
continue to be managed by the Debtor’s officers, subject to
oversight from its board of directors.

A full-text copy of the Disclosure Statement dated April 4, 2018,
is available at:

           http://bankrupt.com/misc/deb18-10069-197.pdf

                 About KIKO USA

KIKO USA, Inc., is a retailer of cosmetics and a wholly-owned
subsidiary of Italy's KIKO S.p.A.  KIKO S.p.A. was founded in 1997
by Stefano Percassi, and it is controlled, through Odissea S.r.L.,
by Antonio Percassi, an Italian entrepreneur who has founded
family-owned companies based in Bergamo, Italy.  KIKO USA's
products are also available in the United States via online sales
via the Web site http://www.kikocosmetics.com/and, more recently,
on Amazon.com utilizing the Fulfillment by Amazon program (Amazon
Prime).  KIKO USA has 29 retail stores in the U.S.A. located in 26
shopping malls and three street locations.

KIKO USA sought Chapter 11 protection (Bankr. D. Del. Case No.
18-10069) on Jan. 11, 2018, with plans to close 24 of 29 stores.

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

The Hon. Mary F. Walrath is the case judge.

The Debtor tapped Perkins Coie LLP as general bankruptcy counsel;
Saul Ewing Arnstein & Lehr LLP as local bankruptcy counsel; and
Mark Samson as chief restructuring officer.


KINGDOM MEDICINE: May 14 Approval Hearing on Disclosure Statement
-----------------------------------------------------------------
Judge Michelle M. Harner of the U.S. Bankruptcy Court for the
District of Maryland will convene a hearing on June 4, 2018, at
10:00 a.m. to consider approval of Kingdom Medicine, P.A., Leonard
Allison Richardson and Diane Joanne Richardson’s disclosure
statement to accompany its chapter 11 plan dated Feb. 15, 2018.

May 14, 2018, is fixed as the last day for filing and serving
written objections to the Disclosure Statement.

The Troubled Company Reporter previously reported that under the
plan of reorganization, unless a holder of a Class 3 general
unsecured claim agrees to less favorable treatment, such holder
will receive on January 1 of each year subsequent to full payment
of tax claims its pro rata (with other holders of general claims)
portion of the available funds in a "distribution account" until
the funds in the account are exhausted.

A copy of the disclosure statement is available for free at:
     
     http://bankrupt.com/misc/mdb17-18482-143.pdf

                  About Kingdom Medicine, P.A.

Kingdom Medicine, P.A., is in the business of owning and operating
an adult and pediatric medical practice with offices located in
Pikesville, Germantown and Rockville, Maryland.

Kingdom Medicine filed for Chapter 11 bankruptcy protection (Bankr.
D. Md. Case No. 17-18482) on June 21, 2017, estimating its assets
at up to $50,000 and its liabilities at between $1 million and $10
million.

Judge Michelle M. Harner is the case judge.

James C. Olson, Esq., at James C. Olson, Attorney and Counselor at
Law, serves as the Debtor's bankruptcy counsel.


KINGMAN FARMS: Transferring 2K Acres of Kingman Land to Avery
-------------------------------------------------------------
Kingman Farms Ventures, LLC, asks the U.S. Bankruptcy Court for the
District of Nevada to authorize it enter into the Settlement
Agreement with Avery Land Group, LLC and additional third parties,
and to take all actions contemplated therein, including the
transfer of the 1,920 acres of land in Kingman, Arizona to Avery.

A hearing on the Motion is set for May 22, 2018 at 9:30 a.m.

The Debtor owns multiple parcels of land in Kingman, Arizona.  An
approximately 1,920 acres of said real property is unencumbered and
owned by the Debtor free and clear of all liens.  Creditor Avery
Land Group, LLC, chapter 11 debtor in In re Avery Land Group, LLC,
bankruptcy case number BK-S-16-14995-abl, holds an unsecured claim
in the amount of $19,066,308 against the Debtor.

A settlement has been reached between Debtor, Avery, and additional
third parties.  Pursuant to the Agreement, the Debtor will transfer
the 1,920 Acres to Avery, with a third party contributing
additional value on behalf of the Debtor, in full satisfaction of
the Avery Claim.  

Given that the 1,920 Acres has been appraised at less than the
value of the Avery Claim, and having secured a third party to
contribute property to make up the deficiency, the Debtor believes
this settlement to be beneficial to the Debtor and the estate.  Its
decision to enter into the Agreement with Avery and the other
affiliates is reasonable and sound business judgment.

The Avery Claim against the Debtor totals approximately $19 million
pursuant to the Agreement, the Debtor will satisfy that claim in
full via the transfer of land with a fair market value of just over
one-third the value of the Avery Claim.  Such an agreement is
beneficial to the Debtor and in its best interests, as it provides
an immediate resolution of the Avery Claim on terms favorable to it
and its estate, and avoids litigation which could be protracted and
costly.

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

    http://bankrupt.com/misc/KINGMAN_FARMS_52_Sales.pdf

                   About Kingman Farms Ventures

Kingman Farms Ventures, LLC, is a privately-held company that
operates in the crop farms industry located in Las Vegas, Nevada.

Kingman Farms Ventures sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Nev. Case No. 18-10180) on Jan. 16,
2018.  In the petition signed by James R. Rhodes, president of
Truckee Springs Holdings, Inc., manager of the Debtor, the Debtor
estimated assets and liabilities of $10 million to $50 million.
Judge Laurel E. Davis presides over the case.  Deeter Blackham is
the Debtor's legal counsel.


KONA GRILL: Fails to Comply with Nasdaq's Market Value Rule
-----------------------------------------------------------
Kona Grill, Inc. received a deficiency notice from The Nasdaq Stock
Market on May 3, 2018 stating that for the last 30 consecutive
business days the Company had not met The Nasdaq Global Market's
$15 million minimum market value of publicly held shares continued
listing standard, as required by Nasdaq Listing Rule 5450(b)(2)(C).
As provided in the Nasdaq rules, the Company has 180 calendar
days, or until Oct. 30, 2018, to regain compliance with the
continued listing standard.  In order to regain compliance, the
Company's market value of publicly held shares must be $15 million
or more for a minimum of ten consecutive business days at any time
prior to Oct. 30, 2018.  If the Company regains compliance, Nasdaq
will provide written confirmation to the Company and close the
matter.  Based on the number of publicly held shares on May 7,
2018, in order to satisfy the $15 million market value requirement,
the closing bid price of the Company's common stock would need to
be at least $2.08 per share for ten consecutive business days.

If the Company fails to regain compliance during this period, it
will receive written notification that its securities are subject
to delisting from the Global Market.  In such event, Nasdaq rules
permit the Company to appeal any delisting determination to a
Nasdaq Hearings Panel.  Alternatively, the Company may consider
applying to transfer the Company's securities to The Nasdaq Capital
Market, subject to certain conditions including meeting the Capital
Market's continued listing requirements.  The notification has no
immediate effect on the listing of the Company's common stock on
The Nasdaq Global Market or on the trading of the Company's common
stock.

                       About Kona Grill

Kona Grill, Inc., headquartered in Scottsdale, Arizona, Kona Grill,
Inc. -- http://www.konagrill.com/-- currently owns and operates 46
restaurants in 23 states and Puerto Rico.  The Company's
restaurants offer freshly prepared food, attentive service, and an
upscale contemporary ambiance.  Additionally, Kona Grill has three
restaurants that operate under a franchise agreement in Dubai,
United Arab Emirates; Vaughan, Canada and Monterrey, Mexico.

Kona Grill incurred a net loss of $23.43 million in 2017 and a net
loss of $21.62 million in 2016.  As of Dec. 31, 2017, Kona Grill
had $91.79 million in total assets, $86.13 million in total
liabilities and $5.66 million in total stockholders' equity.

The Company has incurred losses resulting in an accumulated deficit
of $79.7 million, has a net working capital deficit of $7.6 million
and outstanding debt of $37.8 million as of Dec. 31, 2017.  The
Company said in its 2017 Annual Report that these conditions
together with recent debt covenant violations and subsequent debt
covenant waivers and debt amendments, raise substantial doubt about
its ability to continue as a going concern.


KONA GRILL: Secures $5.6M Investment from Alex Zheng and CEO
------------------------------------------------------------
Kona Grill, Inc. has entered into securities purchase agreements
with Nanyan (Alex) Zheng and Berke Bakay, the Company's president
and chief executive officer, to raise approximately $5.6 million
through the issuance of 3,144,258 shares of common stock at a per
share purchase price of $1.785, which represents a 5% premium to
the closing bid price on May 1, 2018.  The closing of the offering
is anticipated to occur on or around May 4, 2018.

"We are excited to partner with Alex Zheng, on this strategic
transaction," said Mr. Bakay.  Alex is well-respected within the
travel and hospitality industry with over 20 years of experience.
He is a successful entrepreneur and can provide significant value
to Kona Grill through his vast knowledge and business
relationships.  Alex founded 7 Days Group in 2005, which after its
privatization was renamed as Plateno Group in 2013.  Alex has been
serving as its Chairman.  Through Alex's leadership, Plateno Group
has become one of the top 5 hotel groups in the world with over
4,400 hotels.  Alex is also a co-founder of Ocean Link, a private
equity firm focused on China's growing travel and leisure sector."

Bakay continued, "With this strategic investment, we will pay down
required debt payments in 2018 and strengthen our balance sheet.
The decision to invest additional capital allows me to retain my
current ownership percentage while also showing my continuing
support and belief in this brand."

"We see significant upside potential with both our investment in
Kona Grill and the opportunity to bring the Kona Grill brand to
China.  We believe that Kona Grill's global menu of contemporary
American favorites, award-winning sushi, and specialty cocktails
will be a great fit for the China market," said Alex Zheng.

In conjunction with the transaction, Mr. Zheng was appointed to the
Company's board of directors as vice-chairman.  Along with Mr.
Zheng's involvement with the Company, Alex and his partners intend
to expand the Kona Grill brand into China through a master
franchise agreement.

The Company intends to use the net proceeds from the offering to
pay required debt payments due in 2018 and for general corporate
purposes.

The securities offered and sold in the private placement were not
registered under the Securities Act of 1933, as amended, or any
state securities laws, and may not be offered or sold in the United
States absent registration, or the availability of an applicable
exemption from the registration requirements, under the Act and
applicable state securities laws.

Under an agreement with the investors, the Company has agreed to
file a registration statement with the Securities and Exchange
Commission covering the resale of the shares of common stock to be
issued to the investors.  

                        About Kona Grill

Kona Grill, Inc., headquartered in Scottsdale, Arizona, Kona Grill,
Inc. -- http://www.konagrill.com/-- currently owns and operates 46
restaurants in 23 states and Puerto Rico.  The Company's
restaurants offer freshly prepared food, attentive service, and an
upscale contemporary ambiance.  Additionally, Kona Grill has three
restaurants that operate under a franchise agreement in Dubai,
United Arab Emirates; Vaughan, Canada and Monterrey, Mexico.

Kona Grill incurred a net loss of $23.43 million in 2017 and a net
loss of $21.62 million in 2016.  As of Dec. 31, 2017, Kona Grill
had $91.79 million in total assets, $86.13 million in total
liabilities and $5.66 million in total stockholders' equity.

The Company has incurred losses resulting in an accumulated deficit
of $79.7 million, has a net working capital deficit of $7.6 million
and outstanding debt of $37.8 million as of Dec. 31, 2017.  The
Company said in its 2017 Annual Report that these conditions
together with recent debt covenant violations and subsequent debt
covenant waivers and debt amendments, raise substantial doubt about
its ability to continue as a going concern.


LAKE NAOMI REAL ESTATE: Plan Confirmation Hearing Moved to June 12
------------------------------------------------------------------
Judge John J. Thomas of the U.S. Bankruptcy Court for the Middle
District of Pennsylvania issued an amended order approving Lake
Naomi Real Estate, Inc.'s amended disclosure statement, dated Feb.
2, 2018, referring to an amended chapter 11 plan also dated Feb. 2,
2018.

May 14, 2018 is fixed as the last day for submitting written
acceptances or rejections of the amended plan, and the last day for
filing and serving written objections to confirmation of the
amended plan.

June 5, 2018 is fixed as the last day for filing with the Court a
tabulation of ballots accepting or rejecting the amended plan.

June 12, 2018 at 9:30 a.m. in the U.S. Bankruptcy Court, Courtroom
No. 2, Max Rosenn U.S. Courthouse, 197 South Main Street,
Wilkes-Barre, PA 18701, is fixed for the hearing on confirmation of
the amended plan.

                About Lake Naomi Real Estate

Lake Naomi Real Estate, Inc., filed a Chapter 11 petition (Bankr.
M.D. Fla. Case No. 17-02419) on March 24, 2017, listing under $1
million in both assets and liabilities, and is represented by Buddy
D. Ford, Esq., at Buddy D. Ford, P.A., and David J. Harris, Esq.

The Debtor's Chapter 11 case was transferred to the U.S. Bankruptcy
Court for the Middle District of Pennsylvania on July 31, 2017.
The case number is 17-03138.


LAURA ELSHEIMER: James & June Buying Hudson Property for $1M
------------------------------------------------------------
Laura Elsheimer, LLC, filed with the U.S. Bankruptcy Court for the
District of Massachusetts a notice of its intended private sale of
the real property located at 20-24 Main Street/3 Felton Street,
Hudson, Massachusetts to James & June Realty II, LLC for $995,000,
subject to higher and better offers.

A hearing on the Motion is set for May 17, 2018 at 10:00 a.m.  The
objection deadline is May 14, 2018.

The sale will take place on May 21, 2018.  The proposed Buyer has
paid a deposit in the sum of $26,000.  The terms of the proposed
sale are more particularly described in a Motion for Order
Authorizing and Approving Private Sale of Property of the Estate
filed with the Court on April 19, 2018 and a written purchase and
sale agreement dated April 13, 2018.  The Motion to Approve Sale
and the purchase and sale agreement are available at no charge upon
request from the Debtor's counsel.

The Property will be sold free and clear of all liens, claims and
encumbrances.  Any perfected, enforceable valid liens will attach
to the proceeds of the sale according to priorities established
under applicable law.

Through the Notice, higher offers for the Property are solicited.
Any higher offer must be accompanied by a cash deposit of $26,000,
made payable to the Debtor's counsel.  Higher offers must be on the
same terms and conditions provided in the Purchase and Sale
Agreement, other than the purchase price.

The Purchaser:

          JAMES & JUNE REALTY II, LLC
          10 Oak Hill Road
          Natick, MA 01760

                    About Laura Elsheimer

Headquartered in Hudson, Massachusetts, Laura Elsheimer LLC filed
for Chapter 11 bankruptcy protection (Bankr. D. Mass. Case No.
17-41842) on Oct. 11, 2017, estimating its assets and liabilities
at between $500,001 and $1 million.  Michael Van Dam, Esq., at Van
Dam Law LLP, serves as the Debtor's bankruptcy counsel.


LAYNE CHRISTENSEN: Linden Capital Has 8.9% Stake as of Dec. 31
--------------------------------------------------------------
In a Schedule 13G/A filed with the Securities and Exchange
Commission, these reporting persons disclosed beneficial ownership
of shares of common stock of Layne Christensen Company as of Dec.
31, 2017:

                                        Shares     Percentage
                                     Beneficially     of
   Name                                 Owned       Shares
   ----                              ------------  ----------
Linden Capital L.P.                    1,948,512      8.9%
Linden GP LLC                          1,948,512      8.9%
Linden Advisors LP                     2,082,408      9.5%
Siu Min Wong                           2,082,408      9.5%

This Amendment No. 2 to Schedule 13G was filed to correct the
number of shares reported as beneficially owned by the Reporting
Persons in the Initial Schedule 13G, filed Sept. 19, 2017, and
Amendment No. 1, filed Jan. 12, 2018.

As of Sept. 12, 2017, each of Linden Advisors and Mr. Wong may be
deemed the beneficial owner of approximately 1,297,435 Shares.
This amount consists of: (A) approximately 1,213,504 Shares
obtainable upon conversion of $14,198,000 of the Issuer's 8.0%
Convertible Notes due 2019 held directly by Linden Capital; and (B)
approximately 83,931 Shares obtainable upon conversion of $982,000
of 8.0% Notes held for the Managed Account.  As of
Sept. 12, 2017, each of Linden GP and Linden Capital may be deemed
the beneficial owner of approximately 1,213,504 Shares obtainable
upon conversion of $14,198,000 of 8.0% Notes held directly by
Linden Capital.

Linden GP is the general partner of Linden Capital and, in such
capacity, may be deemed to beneficially own the Shares held by
Linden Capital.  Linden Advisors is the investment manager of
Linden Capital and the Managed Account.  Mr. Wong is the principal
owner and controlling person of Linden Advisors and Linden GP.  In
such capacities, Linden Advisors and Mr. Wong may each be deemed to
beneficially own the Shares held by each of Linden Capital and the
Managed Account.

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

                     https://goo.gl/so3DzP

                           About Layne

Layne Christensen Company -- http://www.layne.com/-- is a global
water management, infrastructure services and drilling company.
The Company primarily operates in North America and South America.
Its customers include government agencies, investor-owned
utilities, industrial companies, global mining companies,
consulting engineering firms, heavy civil construction contractors,
oil and gas companies, power companies and agribusinesses.  Layne
maintains executive offices at 1800 Hughes Landing Boulevard, Suite
800, The Woodlands, Texas 77380.

Layne Christensen reported a net loss of $27.31 million for the
year ended Jan. 31, 2018, compared to a net loss of $52.23 million
for the year ended Jan. 31, 2017.  As of Jan. 31, 2018, Layne
Christensen had $370.18 million in total assets, $312.63 million in
total liabilities and $57.55 million in total equity.

On Feb. 13, 2018, the Company entered into a definitive agreement
whereby Granite Construction Incorporated will acquire all of the
outstanding shares of Layne with each Layne stockholder receiving
0.27 shares of Granite stock for each share of Layne stock.  The
transaction, which is expected to close in the second calendar
quarter of 2018, is subject to the approval of Layne's stockholders
and other customary closing conditions.


LG SPYGLASS: Hires Charles B. Greene as Legal Counsel
-----------------------------------------------------
LG Spyglass, LLC, a California corporation, seeks authority from
the Northern District of California, San Jose Division, to employ
Charles B. Greene, Esq. as its legal counsel in the Chapter 11
proceedings.

The professional services Mr. Charles B. Greene is to render are:

      a. meet with and provide legal advice and counsel to the
Debtor with respect to the Debtor's obligations under the Chapter
11 proceeding;

      b. prepare and draft all schedules and other Chapter 11
documentation as may be required by either the Chapter 11 Trustee,
by the Court, or by the Debtor;

      c. appear in Court on behalf of the Debtor as may be required
during the course of the Chapter 11 bankruptcy proceedings;

      d. perform all other legal services for Debtor which may be
necessary and appropriate to the conduct of the Chapter 11
proceeding.

Mr. Greene will charge an hourly rate of $495.00 for his services.

Mr. Greene attests that he is a disinterested person as defined by
Bankruptcy Code Sec. 101(14).

The counsel can be reached through:

     Charles B. Greene, Esq.
     Law Offices of Charles B. Greene
     84 West Santa Clara #800
     San Jose, CA 95113
     Phone: (408) 279-3518
     Email: cbgattyecf@aol.com

                      About LG Spyglass, LLC

Based in Colorado Springs, Colorado, LG Spyglass, LLC, filed a
Chapter 11 petition (Bankr. N.D. Cal. Case No. 18-50815) on April
12,2018, listing under $1 million in both assets and liabilities.
The case is assigned to Judge Stephen L. Johnson.  Charles B.
Greene, Esq., at the Law Offices of Charles B. Greene, is the
Debtor's counsel.


LIBERTY ASSET MGT: Committee's 1st Amended Disclosures Approved
---------------------------------------------------------------
Judge Ernest M. Robles of the U.S. Bankruptcy Court for the Central
District of California approved the Official Unsecured Creditors'
Committee for Liberty Asset Management Corporation's first amended
disclosure statement in support of its proposed first amended plan
of liquidation dated Jan. 31, 2018.

A hearing on the confirmation of the First Amended Plan will be
held on June 6, 2018 at 10:00 a.m.

Any objections to the Plan must be filed by the Confirmation
Objection Deadline, May 23, 2018, and must be in writing.

Any reply to any Confirmation Objections must be filed no later
than May 30, 2018 and must be served upon the objecting party in
accordance with the Local Rules.

                About Liberty Asset Management

Before ceasing operations, West Covina, California-based Liberty
Asset Management Corporation was a real estate management company.
Its mission was to seek out real estate opportunities throughout
Northern and Southern California, invest in such opportunities, and
manage them.

Liberty Asset Management Corporation filed for Chapter 11
protection (Bankr. C.D. Cal. Case No. 16-13575) on March 21, 2016.
The Debtor estimated assets at $100 million to $500 million and
debt at $50 million to $100 million.  The petition was signed by
Benjamin Kirk, CEO.

The Debtor tapped Leven Neale Bender Yoo & Brill LLP, as counsel.
The Debtor also engaged SierraConstellation Partners LLC, as
restructuring management advisor, and Lawrence R. Perkins, as chief
restructuring officer.

The Office of the U.S. Trustee on April 27, 2016, appointed three
creditors to serve on an official committee of unsecured creditors.
The Committee tapped Jeremy V. Richards, Esq., John D. Fiero,
Esq., Gail S. Greenwood, Esq., and Victoria A. Newmark, Esq., at
Pachulski Stang Ziehl & Jones LLP, in Los Angeles, California, as
counsel.  Development Specialists Inc. serves as the Committee's
financial advisor.


LIFESCAN GLOBAL: S&P Assigns B+ Corp Credit Rating, Outlook Stable
------------------------------------------------------------------
S&P Global Ratings said it assigned its 'B+' corporate credit
rating to LifeScan Global Corp. The rating outlook is stable.

S&P said, "At the same time, we assigned a 'BB' issue-level rating
to the company's super-priority revolver, a 'B+' issue-level rating
to the company's first-lien secured term loan in the amount of $1.4
billion, and a 'B' issue-level rating to the company's second-lien
secured loan in the amount of $350 million.

"The recovery rating on the super-priority revolver is '1',
indicating our expectation for very high (90%-100%; rounded
estimate: 95%) recovery in the event of payment default. The
recovery rating on the first-lien debt is '3', indicating our
expectation for meaningful (50%-70%; rounded estimate: 60%)
recovery in the event of payment default. The recovery rating on
the second-lien debt is '5', indicating our expectation for modest
(10%-30%; rounded estimate: 15%) recovery in the event of payment
default."

LifeScan is a global provider of blood glucose monitoring (BGM)
products, with about $1.4 billion in revenue as of 2017. The
products consist primarily of blood glucose test strips (which
represent the overwhelming majority of revenues) as well as
meters, lancets, and ancillary products that are used by type 1 and
type 2 diabetes patients to monitor blood glucose levels.

S&P said, "Our assessment of business risk as weak reflects the
company's product concentration and the presence of competitors
that have broader product offerings and substantially greater
financial resources. It also reflects our expectation for continued
pricing pressures on test strips and declining demand for test
strips in developed markets as continuous glucose monitoring (CGM)
sensor technology gains traction, especially among those with more
acute monitoring needs, such as type 1 diabetics. In addition, the
company relies predominantly on only one manufacturing facility in
Scotland, U.K. The stable outlook reflects our expectation for
gradual price and volume pressures on blood glucose test strips to
lead adjusted debt leverage being sustained between 4x-5x.

"We could lower the rating if we expect the company to sustain debt
leverage above 5x. This could occur if price trends or volumes
deteriorate more quickly than we expect. This could result if
competitors sacrifice price to increase volume, or if adoption of
CGM technology occurs more rapidly and broadly than we expect,
perhaps due to advances in that technology or a sharp decline in
the cost of that technology.

"Although unlikely, we could raise the rating if the long-term
trajectory of revenues and EBITDA turns positive, providing we
remain confident adjusted debt leverage will remain below 5x.
Alternatively, we could raise the rating if adjusted debt leverage
declined to below 4x, providing we gain confidence the private
equity sponsors will maintain that level of leverage over the long
term."


LONGFIN CORP: Files September 30 Quarterly Report
-------------------------------------------------
Longfin Corp. filed with the Securities and Exchange Commission its
Quarterly Report on Form 10-Q reporting a net loss of $7.40 million
on $15.88 million of total revenue for the three months ended Sept.
30, 2017.

For the period from Feb. 1, 2017 (inception) through Sept. 30,
2017, the Company reported a net loss of $26.03 million on $25.15
million of total revenue.

As of Sept. 30, 2017, Longfin had $162.96 million in total assets,
$22.40 million in total liabilities and $140.56 million in total
stockholders' equity.

                         Going Concern

The Company has limited operating history and experienced a net
loss of $26 million since its inception.  The Company has $0.3
million of cash at Sept. 30, 2017.  The Company operates primarily
in structured trade finance and providing technology services and
our operating costs are primarily related to the cost of providing
those services, employee compensation and administrative expenses.

"The continuation of the Company as a going concern is dependent
upon the ability of the Company to obtain the monies from the Note
Financing and the attainment of profitable operations," the Company
stated in the Quarterly Report.  "These factors, which are not
within the Company's control, raise substantial doubt regarding the
Company's ability to continue as a going concern. Although it is no
longer feasible to view that additional funding will be forthcoming
pursuant to the Note Financing in light of the Default Notice, the
Company intends to enter into discussions with the investor
regarding the renegotiation of the terms of the Note Financing in
light of the NASDAQ trading halt and certain SEC litigation
matters.  If the Company is unable to successfully renegotiate the
terms of the Note Financing, including receiving one or more
waivers with respect to the ongoing default under the Notes, it
would negatively impact its business and operations and could also
lead to the reduction or suspension of the Company's operations and
ultimately force the Company to cease operations. These financial
statements do not include any adjustments to the recoverability and
classification of recorded asset amounts and classification of
liabilities that might be necessary should the Company be unable to
continue as a going concern."

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

                        https://goo.gl/p3XkMz

                            About Longfin

Longfin Corp (LFIN) is a US-based, global Fintech company powered
by artificial intelligence (AI) and machine learning.  The Company,
through its wholly-owned subsidiary, Longfin Tradex Pte. Ltd,
delivers FX and alternative finance solutions to
importers/exporters and SME's.  Ziddu.com owned by the company is
the only marketplace for smart contracts on the Ethereum
blockchain.  Ziddu Ethereum ERC20 blockchain Token uses a
technology stack in which Smart Contracts run in distributed
virtual machines, intended to provide solutions to warehouse /
international trade financing, micro-lending, FX OTC derivatives,
bullion finance, and structured products. Currently, the company
has operations in Singapore, Dubai, New York and India.

For the period from Feb. 1, 2017 (inception) through Dec. 31, 2017,
Longfin incurred a net loss of $26.36 million.  As of Dec. 31,
2017, Longfin had $178.25 million in total assets, $39.29 million
in total liabilities and $138.96 million in total stockholders'
equity.

The report from the Company's independent accounting firm
CohnReznick LLP, in Roseland, New Jersey, on the consolidated
financial statements for the year ended Dec. 31, 2017, includes an
explanatory paragraph stating that the Company has limited
operating history and the continuation of the Company as a going
concern is dependent upon the ability of the Company to obtain
financing and the attainment of profitable operations.  These
conditions raise substantial doubt about the Company's ability to
continue as a going concern.

The Securities and Exchange Commission had obtained a court order
freezing more than $27 million in trading proceeds from allegedly
illegal distributions and sales of restricted shares of Longfin
Corp. stock involving the company, its CEO, and three other
affiliated individuals.  A federal judge in Manhattan unsealed the
SEC's complaint on April 6.  

Longfin announced in a press release dated April 24, 2018 that on
April 23, 2018, Judge Denise L. Cote vacated the Temporary
Restraining Order Freezing Assets and Granting Other Relief, which
was entered on April 4, with respect to LongFin Corp. and Venkat
Meenavalli.  The Securities and Exchange Commission requested that
the Court vacate the order with respect to LongFin and Mr.
Meenavalli, which was consistent with the SEC's position before the
Court on Friday, April 20, 2018.

Longfin Corp. received a notice on April 18, 2018, from the NASDAQ
Stock Market LLC, indicating that the Company does not comply with
the NASDAQ Listing Rule 5250(c)(1) due to the Company not having
included the signatures of a majority of the members of its Board
of Directors in its Annual Report on Form 10-K for the year ended
Dec. 31, 2017 that it filed with the SEC on April 2, 2018.


LONGFIN CORP: Intends to Voluntarily Delist from NASDAQ
-------------------------------------------------------
Longfin Corp. notified the NASDAQ Stock Market LLC on May 2, 2018
that it would voluntarily delist its shares of Class A Common Stock
from NASDAQ.

The Company believes that it is preferable for the Class A Common
Stock to trade on the Over The Counter market as soon as possible
as opposed to proceeding with an extended review process with
NASDAQ.  The Company intends to file a Form 25 with the Securities
and Exchange Commission on or about May 14, 2018, with the
delisting becoming effective 10 days after such filing.
Accordingly, the Company anticipates that the last day of trading
on NASDAQ of its Class A Common Stock will be on May 14, 2018.  The
Company believes that its Class A Common Stock will be eligible for
quotation on the Over The Counter Market following its delisting
from the Nasdaq Stock Market.

At the time it made the decision to voluntarily delist its Class A
Common Stock, Nasdaq had advised the Company that it intended to
issue a delisting determination based on the then current filing
delinquency, public interest concerns under Listing Rule 5101, and
the Company's financial viability.

                         About Longfin

Longfin Corp (LFIN) is a US-based, global Fintech company powered
by artificial intelligence (AI) and machine learning.  The Company,
through its wholly-owned subsidiary, Longfin Tradex Pte. Ltd,
delivers FX and alternative finance solutions to
importers/exporters and SME's.  Ziddu.com owned by the company is
the only marketplace for smart contracts on the Ethereum
blockchain.  Ziddu Ethereum ERC20 blockchain Token uses a
technology stack in which Smart Contracts run in distributed
virtual machines, intended to provide solutions to warehouse /
international trade financing, micro-lending, FX OTC derivatives,
bullion finance, and structured products. Currently, the company
has operations in Singapore, Dubai, New York and India.

For the period from Feb. 1, 2017 (inception) through Dec. 31, 2017,
Longfin incurred a net loss of $26.36 million.  As of Dec. 31,
2017, Longfin had $178.25 million in total assets, $39.29 million
in total liabilities and $138.96 million in total stockholders'
equity.

The report from the Company's independent accounting firm
CohnReznick LLP, in Roseland, New Jersey, on the consolidated
financial statements for the year ended Dec. 31, 2017, includes an
explanatory paragraph stating that the Company has limited
operating history and the continuation of the Company as a going
concern is dependent upon the ability of the Company to obtain
financing and the attainment of profitable operations.  These
conditions raise substantial doubt about the Company's ability to
continue as a going concern.

The Securities and Exchange Commission had obtained a court order
freezing more than $27 million in trading proceeds from allegedly
illegal distributions and sales of restricted shares of Longfin
Corp. stock involving the company, its CEO, and three other
affiliated individuals.  A federal judge in Manhattan unsealed the
SEC's complaint on April 6.  

Longfin announced in a press release dated April 24, 2018 that on
April 23, 2018, Judge Denise L. Cote vacated the Temporary
Restraining Order Freezing Assets and Granting Other Relief, which
was entered on April 4, with respect to LongFin Corp. and Venkat
Meenavalli.  The Securities and Exchange Commission requested that
the Court vacate the order with respect to LongFin and Mr.
Meenavalli, which was consistent with the SEC's position before the
Court on Friday, April 20, 2018.

Longfin Corp. received a notice on April 18, 2018, from the NASDAQ
Stock Market LLC, indicating that the Company does not comply with
the NASDAQ Listing Rule 5250(c)(1) due to the Company not having
included the signatures of a majority of the members of its Board
of Directors in its Annual Report on Form 10-K for the year ended
Dec. 31, 2017 that it filed with the SEC on April 2, 2018.


MARIA SANCHEZ: Sanchezes Buying McAllen Property for $100K
----------------------------------------------------------
Maria Magdalena Sanchez asks the U.S. Bankruptcy Court for the
Southern District of Texas to authorize the private sale of the
real property located in Hidalgo County, Texas, more particularly
described as Tract 1, All of Lot 3, Ivy Terrace Subdivision, an
addition to the City of McAllen, Hidalgo County, Texas, also known
as 912 N. 29th, McAllen, Texas, to Jorge A. and Stela A. Sanchez
for $100,000.

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

The Debtor is owner of the property.  She proposes to sell the
tract of land that is also listed on Schedule A of her bankruptcy
schedules, because of the necessity of consummating the sale that
will benefit the estate and the property's first lienholder
InterNational Bank, ("INB").  The property is not necessary to the
operation of her business in that the Debtor will maintain other
properties for the operation of her business and in that respect
only, not necessary to the administration of the estate.

INB is a first lien holder of the property.  Although, the property
is cross collateralized with other property not being proposed to
be sold through the Motion, the Debtor believes that the total debt
on the loans on the property is approximately $50,000.

The Debtor proposes to sell the property to Jorge Sanchez, in
accordance with a residential contract.  The proposed sale price is
in the amount of $100,000 to be paid at closing.  The earnest money
deposit is $2,000.  Mr. Sanchez will pay the purchase cost in cash.
The $100,000 proposed sales price is below the county appraised
value which is $140,392 but matches the 80% of the lienholder value
requirement.

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

   http://bankrupt.com/misc/Maria_Sanchez_194_Sales.pdf

The proposed sale price of $100,000 will pay-off the debt on the
loan for the property and upon information and belief will pay off
all debt owed to the creditor INB.

Applying a discount factor of 25% to the county aforementioned
appraisal value of the property ($140,392) that is encumbered by
INB liens would net INB a liquidated value of $105,294.  Applying a
discount factor of 25% to the lienholders aforementioned appraisal
value of the property ($120,000) that is encumbered by INB liens
would net INB a liquidated value of $96,000.  The sale price is at
80% of the lienholders appraised value.

The sale of the property will prevent any more ad valorem taxes on
the property from accumulating.  All first liens and all tax liens
on the Property will be paid upon closing.  The Debtor proposes
that the net proceeds be paid to INB.  The proceeds of the sale,
after closing costs and other reasonable expenses related to the
sale as well as payment of the ad valorem taxing authorities, will
pay or satisfy INB's claim(s) in full, in exchange for the full
release of all of INB liens on the property, after deducting
expenses of the sale, if any, including but not limited to title
policy fees, recording fees, payment of delinquent ad valorem
taxes, tax certificates, attorney's fees, and other expenses
related to the closing of the sale.  All other junior liens and
encumbrances which are subordinate to the liens of INB and the ad
valorem taxing entities will be divested by the sale.  

The Debtor asks that it be authorized to complete the private sale
pursuant to section 363(f) of Title 11, United States Code, after
notice and hearing.

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

   http://bankrupt.com/misc/Maria_Sanchez_194_Sales.pdf

The Purchaser:

          Jorge A. and Stela A. Sanchez
          130 W. jackson Ave.
          Pharr, TX 78577

Maria Magdalena Sanchez, of Pharr, Texas, sought Chapter 11
protection (Bankr. S.D. Tex. Case No. 16-70518) on Dec. 5, 2016.
The Debtor tapped Antonio Martinez, Jr., Esq., as counsel.


MCGEE TRUCKING: IRS Blocks Approval of 2nd Amended Plan Outline
---------------------------------------------------------------
The Internal Revenue Service objects to the approval of McGee
Trucking, LLC's proposed Second Amended Disclosure Statement and to
confirmation of its proposed Second Amended Plan of
Reorganization.

The IRS asserts that the Debtor failed to file the following
pre-petition and post-petition federal tax returns:

   1. Federal Unemployment Tax Return, Form 940, for 2014, 2015,
2016 and 2017.

   2. Employer's Quarterly Federal Tax Return, Form 941, for:

     2014      4th quarter;
     2015      2nd, 3rd and 4th quarters;
     2016      all quarters;
     2017      all quarters; and
     2018      1st quarter.

   3. U.S. Return of Partnership Income, Form 1065, for 2014, 2015,
2016 and 2017.

Until the Debtor either files these returns or establishes that it
has no obligation to file, neither the Court nor the Service can
determine whether the Second Amended Disclosure Statement and Plan
adequately disclose and provide for the Debtor's federal tax
liabilities.

The Troubled Company Reporter previously reported that the second
amended disclosure statement added the partially secured claimants
in Class 3 and the special class claimants in Class 5. People's
Bank holds partially secured claims and a special class claim. The
special class claim is secured by the Debtor's shareholders and not
the Debtor itself.

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

     http://bankrupt.com/misc/wvsb3-17-30185-95.pdf

A full-text copy of the IRS' Objection is available at:

     http://bankrupt.com/misc/wvsb3-17-30185-101.pdf

                    About McGee Trucking

McGee Trucking LLC is a long-haul trucking business, picking up
loads and transporting them to their destination for delivery.  It
operates two semi-trucks with trailers driven by its insider,
Robert McGee and the other, by the Debtor's only employee.  The
Company suffered financial distress when Mr. McGee was injured and
was not able to drive a truck for several months.  It also suffered
from high employee turnover in 2016.

McGee Trucking sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. S.D. W.Va. Case No. 17-30185) on April 24, 2017.  At
the time of the filing, the Debtor estimated assets of less than
$100,000 and liabilities of less than $500,000.  Megan A. Patrick,
Esq., at Klein & Sheridan, LC, serves as the Debtor's bankruptcy
counsel.  No official committee of unsecured creditors has been
appointed in the Chapter 11 case.


MESOBLAST LIMITED: Ends First Quarter With $59.5-Mil. in Cash
-------------------------------------------------------------
Mesoblast Limited filed with the Securities and Exchange Commission
its Quarterly report for entities subject to Listing Rule 4.7B for
the quarter ended March 31, 2018.

At the beginning of the quarter, Mesoblast had US$47.38 million in
cash and cash equivalents.  Net cash used in operating activities
was US$19.60 million.  Net cash used in investing activities was
US$37,000.  Net cash from financing activities was US$31.69
million.  As a result, Mesoblast had US$59.53 million in cash and
cash equivalents at the end of the quarter.

Mesoblast cash and cash equivalents will be augmented by its
royalty income earned on sales of TEMCELL HS Inj. in Japan; as well
as interest income receipts and it is expected R&D tax incentive
income will be received from the Australian Government.

Mesoblast is in advanced negotiations with selected pharmaceutical
companies with respect to potential partnering of certain Tier 1
product candidates.  If Mesoblast enters into a binding transaction
in the next quarter, it expects that one effect of the transaction
is that its cash reserves are likely to increase. Mesoblast does
not make any representation or give any assurance that such a
binding transaction will be concluded.

In March 2018, Mesoblast established a four year loan facility with
Hercules Capital for up to US$75 million over the next four years
with US$35.0 million drawn at closing.  An additional US$15.0
million may be drawn on or before Q4 CY2018, and a further US$25.0
million may be drawn on or before Q3 CY2019, in each case as
certain milestones are met.


Mesoblast established an equity facility in 2016 with Kentgrove
Capital for up to A$120 million/US$90 million over the next 15
months to be used at its discretion to provide additional funds as
required.

A full-text copy of the Quarterly Report is available at:

                     https://goo.gl/Dsryxq

                       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.


METROTEK ELECTRICAL: May 15 Joint Hearing on Plan and Disclosures
-----------------------------------------------------------------
Judge Christine M. Gravelle of the U.S. Bankruptcy Court for the
District of New Jersey is set to hold a joint hearing on May 15,
2018 at 10:00 a.m. to determine the adequacy of Metrotek Electrical
Services Company's disclosure statement and if appropriate to
confirm its plan of reorganization.

Written objections to the adequacy of the Disclosure Statement must
be filed served no later than seven days prior to the May 15, 2018
hearing.

Written objections to the Plan of Reorganization must be filed with
and served on the plan proponent no later than seven days before
the May 15, 2018 hearing; ballots accepting or rejecting the Plan
must be filed no later than seven days before the hearing.

                        About MetroTek

MetroTek Electrical Services Company filed a chapter 11 petition
(Bankr. D.N.J. Case No. 16-25628) on August 15, 2016.  The petition
was signed by Reiner Jaeckle, chief operating officer. The Debtor
disclosed $641,184 in assets and $2.56 million in liabilities.

The case is assigned to Judge Christine Gravelle.  The Debtor is
represented by Allen I. Gorski, Esq., at Gorski & Knowlton PC.

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

On June 7, 2017, the Debtor filed a Chapter 11 plan of
reorganization and disclosure statement.


MIDWEST PORTABLE: Timepayment to Be Paid $13,000
------------------------------------------------
Midwest Portable Machine, Inc., filed with the U.S. Bankruptcy
Court for the District of Indiana a plan of reorganization and
disclosure statement.

Under the plan, the Class III obligations will be paid as follows:

   (1) Timepayment Corporation will be paid the value of their
collateral that being $13,000.

   (2) Direct Capital and Windset Capital will be paid, in
accordance to the following:

          -- Both creditors will share up to $148,873.59.

          -- Direct Capital will be paid first to be paid in full
provided that payment in full does not exceed $148,873.59.

          -- Windset Capital will then be paid either in full or
the remaining portion of the $148,873.59.

          -- Debtor will surrender the equipment leased through
Marlin.

The Debtor will be purchased by Renew Hydrolics, Inc.  After sale
of the Debtor, the proceeds of these sales  will be deposited in
the Debtor's Cash Collateral account to be held in trust; however,
the Debtor will be entitled to draw on said monies to cover
budgetary or court-approved extraordinary expenses.

                  About Midwest Portable Machine

Midwest Portable Machine, Inc., is an Indiana Corporation organized
under the laws of the State of Indiana and conducting business
within the State of Indiana at its plant in Booneville, Indiana.
The Debtor's business relates to repairing heavy equipment and
machinery primarily for the coal industry.

Midwest Portable Machine, Inc. filed for Chapter 11 bankruptcy
protection (Bankr. S.D. Ind. Case No. 17-70587) on June 13, 2017.
John Andrew Goodridge, Esq., who has an office in Evansville,
Indiana, serves as the Debtor's bankruptcy counsel.

No committee of unsecured creditors has been appointed.


NATIONS FIRST: Proposes a Sale of Office Equipment to TopMark
-------------------------------------------------------------
Nations First Capital, LLC ("NFC") asks the U.S. Bankruptcy Court
for the Eastern District of California to authorize the sale of its
office equipment located 516 Gibson Drive, Suite 160, Roseville,
California to TopMark Funding, LLC for the assumption by TopMark of
the secured debt owed to Blue Bridge Financial, LLC on the Office
Equipment and the waiver of all claims by Blue Bridge against the
Debtor.

A hearing on the Motion is set for May 15, 2018 at 10:30 a.m.

Pursuant to an Equipment Finance Agreement, on April of 2017, the
Debtor purchased the Office Equipment.  The Office Equipment is
secured by a financing agreement with Blue Bridge and was perfected
by the filing of a UCC-1 financing statement on April 27, 2017.

As of March 31, 2018 the Debtor owes Blue Bridge a principal
balance of approximately $121,369 for the Office Equipment and it
books and records shows a book value of $123,112.  The Debtor
believes the fair market value of the Office Equipment is no more
than approximately 50% of the book value or $61,556, so there is no
equity in the collateral for the estate.

Based on a certified UCC-1 search, the only lien that appears to
attach to the Office Equipment is the lien of The Stephen Lang
Family Trust dated Sept. 9, 1985.  The Lang Trust has a second
position lien on the Office Equipment, pursuant to a blanket UCC-1
financing statement filed on Nov. 29, 2017.  The Debtor believes
that the Lang Trust will consent to the sale of the Office
Equipment free and clear of its lien.  All other parties with any
UCC-1 financing statements against the Debtor will be served with
the Motion.  However, the Debtor does not believe any other
creditor has a lien on the Office Equipment, and as such if any
interest is asserted, the Debtor disputes it.

TopMark is an entity that is being built up to fund payments to
creditors under the Debtor's Plan of Reorganization.  TopMark needs
the Office Equipment for its business, is currently occupying the
Debtor's location and using the equipment and has the ability and
would like to purchase the assets at Book Value from the Debtor and
take over the debt owed to Blue Bridge without discount to either
and to make the payments to Blue Bridge.  And, the Debtor could use
the relief from the debt service payment.

As part of the sale of the Office Equipment to Top Mark, Blue
Bridge has agreed to release the Debtor from any liability it has
to Blue Bridge for the purchase of the Office Equipment, provided
that the personal guarantees of Mr. Summers and Mr. Lang remain in
place.

The other benefit the estate will receive after the consummation of
the sale of the Office Equipment to TopMark and removing the Debtor
from the Blue Bridge liability is that by resolving the Debtor's
issue with Blue Bridge, Blue Bridge will be in a position to
recommence engaging in brokerage business with TopMark as a
purchaser of some of the transactions that TopMark consummates.
This business for TopMark could amount to approximately $50,000 per
month for TopMark that would assist TopMark in funding the Debtor's
Plan of Reorganization to pay its creditors.

The Debtor also asks that the Office Equipment be sold free and
clear of: (a) any and all unrecorded and unfiled liens, claims,
interests, or encumbrances; (b) any recorded or filed lien,
encumbrance, and/or equitable or legal interest in the Office
Equipment not otherwise expressly provided for above and asserted
by any person or entity, or their respective predecessors and
successors in interest, who have received notice of the Motion; (c)
the claims or interests asserted by any person or entity, or their
respective predecessors and successors in interest, against the
Debtor's estate which do not constitute liens against or interests
in the Office Equipment.  The Debtor reserves the right to
supplement this Motion to include any additional liens of which it
becomes aware prior to the hearing on the Motion.

                    About Nations First Capital

Nations First Capital, LLC, d/b/a Go Capital, headquartered in
Roseville, California, specializes exclusively on providing capital
on semi-trucks and trailers.  The Company provides unique solutions
customized to answer the specific needs of the trucking industry.
Its services most of the credit spectrum with an expertise in
challenged credit and owner operator business.

Nations First Capital, LLC, filed a Chapter 11 petition (Bankr.
E.D. Cal. Case No. 18-20668) on Feb. 7, 2018.  In the petition
signed by James Daniel Summers, managing director, the Debtor
estimated $1 million to $10 million in assets and $10 million to
$50 million in liabilities.  Judge Christopher M. Klein presides
over the case.  Steven H. Felderstein, Esq., at Felderstein
Fitzgerald Willoughby & Pascuzzi LLP, is the Debtor's bankruptcy
counsel.


NEW GETHSEMANE: Court Confirms Chapter 11 Reorganization Plan
-------------------------------------------------------------
Judge Elizabeth S. Stong of the U.S. Bankruptcy Court for the
Eastern District of New York approved The New Gethsemane Baptist
Church's disclosure statement and confirmed its chapter 11 plan of
reorganization dated Feb. 16, 2018.

The Debtor is authorized and directed to take any and all actions
and execute and deliver any and all instruments and documents that
are necessary and appropriate to effect and consummate the Plan and
carry out the Court's order.

The Contract of Sale is also expressly approved in all respects and
the Debtor is authorized and directed, without the need for any
further order of the Court or additional governmental approvals, to
take any and all actions necessary or appropriate to carry out the
terms thereof.

As the Plan expressly contemplates the sale of certain of the
Debtor's real property pursuant to the Contract of Sale,
post-Effective Date, such conveyance will not be taxed under any
law imposing a stamp or similar tax as provided for in Section
1146(c) of the Code.

Upon the Effective Date, all assets and property of the Debtor and
the Debtor's estate, wherever situation, will vest in the
Reorganized Debtor, free and clear of all liens, claims and
encumbrances, other than those liens, claims and encumbrances
expressly preserved in the Plan or this Order or that constitute a
statutory lien under relevant state or local law.

A full-text copy of the Court's Order is available for free at:

     http://bankrupt.com/misc/nyeb1-17-46048-45.pdf

           About The New Gethsemane Baptist Church

The New Gethsemane Baptist Church, a not-for-profit religious
corporation organized under Section 501(c) of the Internal Revenue
Code and licensed in New York, operates a church and owns improved
real property located at 203-209 Rochester Avenue, Brooklyn, New
York.

The Debtor sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. E.D.N.Y. Case No. 17-46048) on November 14, 2017.
Jason McCants, chief executive officer, signed the petition.  

At the time of the filing, the Debtor disclosed $3.90 million in
assets and $860,000 in liabilities.

Judge Elizabeth S. Stong presides over the case.

The Debtor tapped Jonathan S. Pasternak, Esq. and Julie Cvek
Curley, Esq. of DelBello Donnellan Weingarten to serve as legal
counsel in connection with its Chapter 11 case.


NORTH STATE ASSOCIATES: WMW Buying Briarcliff Manor Property $425K
------------------------------------------------------------------
North State Associates filed with the U.S. Bankruptcy Court for the
Southern District of New York a notice of the sale of its right,
title and interest in the commercial condominium located at 580
North State Road, Building 4, Briarcliff Manor, New York to WMW
Realty Corp. for $425,000.

The Property was used in the operation of Haldean Corp., a
non-defunct entity owned by the Debtor's partners.  Haldean was
engaged in the fabrication and installation of sheet metal.
  
Northeast Bank holds a mortgage on the Property.  Upon information
and belief, approximately $250,000 may be due.  The Debtor is
awaiting a "payoff" statement.  Other than Northeast, the Debtor's
creditors are limited and may consist solely of the Estate of Mr.
DeAngelis and Hale.

Due to the death of Peter DeAngelis, the illness and age of Hale,
difficulties with the Unions and the poor economy, the Debtor fell
behind in its mortgage obligations to Northeast.  In 2017,
Northeast commenced a foreclosure action against the Debtor in New
York State Supreme Court, Westchester County which bears index
number 51375/2017.

Although the Debtor initially had what it believed to be productive
discussions with representatives of Northeast to resolve the
foreclosure action, those discussions did not ripen into a
settlement and Northeast continued to proceed with the foreclosure
action.  The Debtor, which had been trying to sell the Property for
many months, decided to file for Chapter 11 relief to avoid the
imminent threat of foreclosure.

Haldean, and Hale and his wife, Florence Hale, have been involved
in various litigations in State Court and Federal Court.  Most
notably, they are defendants in an action before the Honorable
Vincent Bricetti, which was commenced by the Sheet Metal Workers
International Association Local 38 and related entities.  After the
Unions prevailed on a motion for partial summary judgment, Judge
Bricetti referred the dispute to Judge McCarthy to mediate.

The Debtor's counsel was the litigation counsel who participated in
mediation.  The mediation was protracted and difficult but
ultimately resulted in a settlement which, inter, alia, required
Hale and Flo to pay a fixed amount to the Unions.  

The principal of the Buyer is a trustee of the Unions.  Upon
information and belief, the Buyer is also in the sheet metal
business.

The value of the Property has been difficult to determine due to a
variety of factors including (i) lack of comparable sales; (ii)
fluctuations in the real estate market; and (iii) the fact that the
condominium form of ownership does not appeal to many prospective
buyers.

In January 2018, the Debtor commenced negotiations to sell the
Property to the Buyer.  In connection with its discussions with the
Buyer, the Debtor also negotiated a commission agreement with real
estate broker, T Square Properties, Inc., which called for payment
upon the sale of 5%.  Under the agreement, the Broker will be due
$21,250.

The Contract is fairly standard and contains these principal
terms:

     (1) The purchase price is $425,000;

     (2) The down payment - $12,750;

     (3) There is no mortgage contingency; and

     (4) The sale of the Property is "as is."

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

    http://bankrupt.com/misc/North_State_20_Sales.pdf

A separate application for approval of legal fees will be filed and
served.  The Debtor intends for hearings on the approval of
professional fees to be held on the same date as the hearing on the
instant motion.  Subject to Court approval, tje payment of
commissions and fees will be made from the closing proceeds.

Other estimated closing costs include delinquent condominium fees,
taxes as well as transfer taxes (TP-584) which are estimated to
total approximately $20,000 and applicable title charges which are
estimated to be nominal.  It should be noted that the Debtor
explored moving for approval of the sale through a Chapter 11 plan.
However, given the inherent delays associated with the ballot
process and costs, the Debtor opted for a sale under 11 U.S.C.
Section 363.

The balance of the sale proceeds will be held in escrow by the
counsel for the Debtor pending further Court order.  In this
regard, the Debtor is exploring various alternatives including a
structured dismissal and distribution under a plan.  Ultimately, it
intends to use the funds to make a distribution to creditors with
valid claims.

The Purchaser:

          WMW REALTY CORP.
          5 West Cross Street
          Hawthorne, NY 10532

                 About North State Associates

Based in New York, North State Associates filed a Chapter 11
petition (Bankr. S.D.N.Y. Case No. 17-23846) on Nov. 29, 2017,
estimating under $1 million in both assets and liabilities.  The
Debtor is represented by Anne J. Penachio, Esq., at PENACHIO MALARA
LLP, as counsel.


NORTHERN OIL: Posts $2.9 Million Net Income in First Quarter
------------------------------------------------------------
Northern Oil and Gas, Inc., filed with the Securities and Exchange
Commission its Quarterly Report on Form 10-Q reporting net income
of $2.96 million on $66.61 million of total revenues for the three
months ended March 31, 2018, compared to net income of $16.94
million on $65.81 million of total revenues for the same period
last year.

As of March 31, 2018, Northern Oil had $664.47 million in total
assets, $1.15 billion in total liabilities and a total
stockholders' deficit of $488.77 million.

"We are pleased to announce an excellent quarter as drilling
activity and well performance continue to exceed our expectations,"
commented Northern's Interim President, Brandon Elliott.  "In
addition to strong operational results, we signed a definitive
agreement for the largest acquisition in Northern's history and
announced a $497 million bond exchange agreement, which we are
working toward closing by May 15th.  With our disciplined capital
allocation process and record wells coming online, we expect to
continue the operational momentum through the rest of the year and
further execute on our consolidation strategy."

GUIDANCE

Northern is raising its 2018 annual production guidance range to
18,650 - 19,240 Boe per day, which represents a 26% - 30% increase
over 2017 production.  As a result of increased activity, Northern
now expects to add approximately 22 - 24 net wells to production
for the year.  In addition, as Northern continues to strengthen and
grow its drilling and completing inventory, the company is revising
its drilling and completion capital budget to $172 - $187 million,
an increase of $20 million over prior guidance, to reflect the
growth in our drilling and completing inventory and the additional
net wells expected to be completed in 2018.  With additional
capital allocated to acquisitions, workovers, and other capitalized
costs, the total revised capital budget is $185 - $200 million for
2018.  These estimates do not include the recently announced Salt
Creek acquisition.

CORE WILLISTON BASIN ACQUISITION

On April 26, 2018 Northern announced that it had entered into a
definitive agreement to acquire producing assets and acreage in the
core of the Williston Basin in North Dakota for total consideration
of $40 million in cash (subject to adjustments) and 6 million
shares of Northern common stock.  The assets, which are expected to
generate approximately $19 million of cash flow from operations in
2018, had estimated February production of 1,380 Boe per day and
included 1,319 net acres that are 100% held by production with an
average net revenue interest of 86%.  The estimated 8.2 net future
drilling locations are expected to generate average EURs over 1
million Boe.  The company expects the deal to close in early June,
and will have an effective date of Jan. 1, 2018.

ACREAGE

As of March 31, 2018, Northern controlled a leasehold of
approximately 142,075 net acres targeting the Williston Basin
Bakken and Three Forks formations.  As of March 31, 2018,
approximately 92% of the company's North Dakota acreage position,
and approximately 90% of its total acreage position, was developed,
held by production or held by operations.

LIQUIDITY

At March 31, 2018, Northern had available liquidity of
approximately $189.5 million, comprised of $89.5 million in cash on
hand and $100 million of delayed draw term loan availability. This
does not include proceeds from the equity capital raise that was
completed in early April.

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

                      https://is.gd/I8drAN

                       About Northern Oil    

Minnetonka, Minnesota-based Northern Oil and Gas, Inc. --
http://www.NorthernOil.com/-- is an exploration and production
company with a core area of focus in the Williston Basin Bakken and
Three Forks play in North Dakota and Montana.  During 2017, the
Company added 354 gross (16.9 net) wells in the Williston Basin.
At Dec. 31, 2017, the Company owned working interests in 3,262
gross (229.0 net) producing wells, with substantially all the wells
targeting the Bakken and Three Forks formations.  As of Dec. 31,
2017, the Company leased approximately 143,253 net acres, all
located in the Williston Basin, of which approximately 124,404 net
acres were developed.

Northern Oil reported a net loss of $9.19 million in 2017, a net
loss of $293.5 million in 2016, and a net loss of $975.4 million in
2015.  As of Dec. 31, 2017, Northern Oil had $632.25 million in
total assets, $1.12 billion in total liabilities and a total
stockholders' deficit of $490.84 million.

                          *     *     *

In December 2017, Moody's Investors Service affirmed Northern Oil
and Gas, Inc.'s (NOG) 'Caa2' Corporate Family Rating (CFR), Caa2-PD
Probability of Default Rating (PDR), and 'Caa3' senior unsecured
notes rating.  NOG's Caa2 CFR reflects its high leverage, weak
asset coverage of debt (under 1x), modest scale and Moody's
expectations that NOG's cash flows will continue to be challenged
through 2018.

In February 2018, S&P Global Ratings lowered its corporate credit
rating on Northern Oil and Gas Inc. to 'CC' from 'CCC+'.  The
downgrade follows the announcement that Northern Oil and Gas has
entered into a privately negotiated agreement to exchange $497
million of its 8% senior unsecured notes due 2020 ($700 million
total outstanding) for $344 million of new 8.5% second-lien notes
due 2023 and $155 million in equity.


OCALA PETROLEUM: Plan Outline Hearing Set for June 28
-----------------------------------------------------
Judge Jerry A. Funk of the U.S. Bankruptcy Court for the Middle
District of Florida will convene a hearing on June 28, 2018 at
10:00 a.m. to consider and rule on the disclosure statement filed
by Ocala Petroleum, Inc.

Any objection to the proposed disclosure statement must be filed
and served seven days before the date of the hearing.

                  About Ocala Petroleum

Ocala Petroleum, Inc., is a privately held company engaged in the
real estate rental business.  It is the fee simple owner of a real
property located at 2711 W. Silver Springs Boulevard, Ocala,
Florida.  The market value of the total property (consisting of
retail store, site improvements, land, fuel equipment, off-site
improvements, and indirect expenses) is $1.8 million.  The
company's gross revenue from rents in 2016 amounted to $144,000 and
$122,000 in 2015.

Ocala Petroleum, Inc., filed a Chapter 11 petition (Bankr. M.D.
Fla. Case No. 17-04039) on Nov. 21, 2017.  In the petition signed
by Scott Mark Sherman, president, the Debtor had $1.8 million in
total assets and $3.14 million in total liabilities.  Judge Jerry
A. Funk presides over the case.  The Debtor tapped ChildersLaw,
LLC, as its legal counsel.


ORANGE ACRES: Plan Confirmation Hearing Set for May 16
------------------------------------------------------
Judge Michael G. Williamson of the U.S. Bankruptcy Court for the
Middle District of Florida issued an order conditionally approving
Orange Acres Ranch Homeowners Association, Inc.'s disclosure
statement.

The Court will conduct a hearing on confirmation of the Plan on May
16, 2018 at 9:30 a.m. in Tampa, FL - Courtroom 8A, Sam M. Gibbons
United States Courthouse, 801 N. Florida Avenue.

Parties in interest must submit their written ballot accepting or
rejecting the Plan no later than eight days before the date of the
Confirmation Hearing.

Objections to confirmation must be filed and served no later than
seven days before the date of the Confirmation Hearing.

              About Orange Acres Ranch Homeowners

Orange Acres Ranch Homeowners Association, Inc., is listed as a
Florida Not For Profit Corporation, which owns and operates a
mobile home park known as Orange Acres Ranch.  The Park consists of
210 lots, including 73 unimproved lots.  The Park amenities include
a clubhouse and swimming pool.

Orange Acres Ranch Homeowners Association filed a Chapter 11
petition (Bankr. M.D. Fla. Case No. 17-04326) on May 18, 2017.  The
petition was signed by Brent Geary, its president.  At the time of
filing, the Debtor estimated assets and liabilities of $1 million
to $10 million.  The case is assigned to Judge Michael G.
Williamson.  The Debtor is represented by Scott A. Stichter, Esq.,
at Stichter Riedel Blain & Postler, P.A.


ORANGE PARK DENTAL: May 23 Plan Confirmation Hearing
----------------------------------------------------
Judge Paul M. Glenn of the U.S. Bankruptcy Court for the Middle
District of Florida conditionally approved the disclosure statement
explaining Orange Park Dental Professionals, P.A.'s Chapter 11
plan.

May 23, 2018, is fixed for the hearing on final approval of the
disclosure statement and for the hearing on confirmation of the
plan. The hearing will be held at 11:30 a.m., in 4th Floor
Courtroom A, 300 North Hogan Street, Jacksonville, Florida.

Any objections to Disclosure or Confirmation  will be filed and
served seven (7) days before the date set forth in paragraph 4 and
will be governed by Fed. R. Bank. 9014.

           About Orange Park Dental Professionals

Orange Park Dental Professionals, P.A., sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No.
17-02849) on August 3, 2017.  Michael T. McClure, its president,
signed the petition.  

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

Jason A. Burgess, Esq., at The Law Offices of Jason A. Burgess,
LLC, serves as the Debtor's bankruptcy counsel.

An official committee of unsecured creditors has not yet been
appointed in the Chapter 11 case of Orange Park Dental
Professionals, P.A., as of Sept. 26, according to a court docket.


P.D.L. INC: To Pay ECFC $77K at 6.5% Over 72 Months Under New Plan
------------------------------------------------------------------
P.D.L., Inc., filed with the U.S. Bankruptcy Court for the Southern
District of Florida a third amended plan of reorganization dated
April 13, 2018.

The latest plan amends the treatment of claims of several
creditors, including the allowed undersecured claim of Siemens
Financial Services in Class 4 and the allowed undersecured claim of
Engs Commercial Finance Co. in Class 5.

Siemens Financial Services, Inc. filed its POC #19 on De. 21, 2017:
One 2016 Wabash Reefer VIN 1JJV532B8GL924693 with unit 1287 valued
at $48,300 and one 2016 Wabash Reefer VIN 1JJV532B6GL924692 with
unit 1286 valued at $48,300. For this claim, the Debtor now
proposes to pay $96,600 at a 0% fixed interest amortized over 84
months = $1,150.

In the previous version of the plan, the Debtor proposed to pay
$77,280 at a 5.25% fixed interest amortized over 84 months =
$1,101.

Engs Commercial Finance Co. filed its POC #4 and #5 on Sept. 18,
2017. Regarding claims #4 and #5, the Debtor proposes to pay
$77,132.16 at 6.5% over 72 months yielding a monthly payment of
$1,296.59.

The Debtor previously proposed to pay $66,957.92 at a 6.5% fixed
interest rate amortized over 72 months = $1,125.56.

A full-text copy of the Third Amended Plan is available for free
at:

     http://bankrupt.com/misc/flsb17-20457-301.pdf

                         About P.D.L. Inc.

P.D.L., Inc., is a Florida Profit Corporation formed on Oct. 31,
2003, operating as a trucking distributor.  It is insured and
provides employment for 7 full-time employees and over 30
independent contractors.

P.D.L. filed a Chapter 11 petition (Bankr. S.D. Fla. Case No.
17-20457) on Aug. 17, 2017.  The Debtor is represented by Ariel
Sagre, Esq., at Sagre Law Firm, P.A.


PENTHOUSE GLOBAL: Trustee Selling All Assets to Dream for $3M
-------------------------------------------------------------
David Gottlieb, the Chapter 11 trustee for Penthouse Global Media,
Inc. and its debtor subsidiaries, filed a notice with the U.S.
Bankruptcy Court for the Central District of California of his sale
of substantially all assets of the Debtor, comprised primarily of
intellectual property, including copyrights, films, trademarks,
domain names, and license agreements, to Dream Media Corp. for a
credit bid in the amount of $3 million, in addition to a cash
payment of $550,000 and other consideration, subject to overbid.

A hearing on the Motion is set for May 9, 2018 at 1:30 p.m.

The Stalking Horse Bidder holds a claim against the Estates in the
amount of $10,440,903 as of the petition date that is secured by a
first priority lien and security interest on the Assets.  Pursuant
to the Term Sheet, the Stalking Horse Bidder has agreed to purchase
the Assets for a credit bid in the amount of $3 million, in
addition to a cash payment of $550,000 and other consideration as
set forth in the Settlement Agreement.  The Stalking Horse Bidder
is not an insider and, apart from its secured claim, has no
connections with the Debtors or the Trustee.

The Assets will be sold free and clear of all liens, claims,
rights, interests and encumbrances whatsoever, with all
then-existing Interests to attach to the proceeds of the Sale, if
any, as existed with respect to the Assets as of the date of the
commencement of these chapter 11 cases, subject to the terms of the
proposed settlement agreement by and between the Trustee and the
Stalking Horse Bidder that provides, inter alia, for the following:
(a) the allowance of the Dream Media claim in the amount of
$10,440,903 as of the petition date; (b) a payment by Dream Media
to the Trustee, for the benefit of the Estates, $550,000 if the
winning bid at the Auction is $3 million and a payment of 10% of
the extent to which the winning bid is higher than $3 million up to
a sum of $10 million, and 20% of that portion of the winning bid
which is higher than $10 million; and (c) the release at the sale
closing of Dream Media's liens, claims and interests against
certain other assets (or portions thereof) not included in the
Assets to be sold (cash, avoidance actions, the Vice Coin
Receivable and the Penthouse Club Owners’ license agreement) up
to the carve-out amount set forth in the Settlement Agreement.

The Trustee is aware of only one prepetition lien against the
Assets, which is the lien of the Stalking Horse Bidder.  As
discussed, the payoff amount for the Stalking Horse Bidder's
indebtedness is $10,440,903 as of the petition date, and if the
value of the Debtors' assets is greater than such allowed claim
amount, then Dream Media's claim value will increase by $200,000
per month up to the aggregate value of the Debtors' assets.

The Trustee asks that the Court authorizes him to conduct an
auction of the Assets at the Sale Hearing, with the Auction/Sale
Hearing held no later than June 1, 2018 (subject to the Court's
availability), and that the closing of the Sale occur no later than
June 15, 2018.  The Trustee's goal is to efficiently and
expeditiously administer the Estates' assets for the benefit of the
Estates' creditors.  To preserve the value of the Estates, minimize
the deterioration of the value of the Assets, and limit the costs
of administering the Assets and the cases, an expedient conclusion
to the Sale process will inure to the benefit of the Estates and
their creditors.  Thus, the Trustee believes that conducting a Sale
as expeditiously as practicable (by June 1, 2018) and closing a
Sale as expeditiously as possible thereafter (by June 15, 2018), as
noted above, is in the best interest of the Estates.

Provided that the Sale Procedures are approved by the Court, the
Trustee will serve within two business days of entry of the
Procedures Order a notice of the Auction and Sale Procedures on,
among others, all parties w11o1n the Trustee believes may have an
interest in purchasing the Assets.  He will provide parties
interested in acquiring the Assets with reasonable access to the
due diligence information it has previously provided to interested
parties subject to execution of a confidentiality agreement.

Any person or entity interested in submitting a bid on the Assets
is urged to deliver an offer to the counsel for the Trustee, so
that such bid is actually received no later than 5:00 p.m. (PDT) on
a date which is three business days prior to the Sale Hearing to be
set by the Court.  An Offer shall, at a minimum, provide that: (i)
the purchase price will provide at least $100,000 above the current
Consideration to the Estates; (ii) the Potential Purchaser offers
to purchase all of the Assets; (iii) such Offer is not subject to,
or conditioned on, and does not contain, any contingencies to the
validity, effectiveness, and/or binding nature of the Offer,
including, without limitation, contingencies for financing, due
diligence, or inspection; (iv) such Potential Purchaser is prepared
to
abide by these procedures; (v) the Purchase Price will be paid in
full in cash or immediately available funds at closing; and (vi)
such Potential Purchaser agrees to sign an APA (in the form to be
filed with the Court prior to the hearing on the Motion), adjusted
only to account for a change in the purchase price and in the
identity of the purchaser.  Any Potential Purchaser should
accompany its offer with a deposit in an amount that is equal to
$250,000.

Any bid that the Trustee deems satisfies such conditions, including
one first submitted at the Sale Hearing, will be deemed a
"Qualified Bid" and the party submitting such bid will be deemed a
"Qualified Bidder."  The Stalking Horse Bidder is determined to be
a Qualified Bidder and to have submitted a Qualified Bid.

The Auction will be an "open format" such that all participants are
contemporaneously to be made aware of the particulars of any
Qualified Bids that are submitted.  The initial overbid must be at
least $100,000 in excess of the Consideration offered by the
Stalking Horse Bidder.  Subsequent bid increments will be set at
$100,000 or amounts wholly divisible by $100,000.  The Stalking
Horse Bidder may participate in overbidding by increasing its
credit bid up to the maximum amount of $10,440,903, and the amount
of any overbid that exceeds the Maximum Credit Bid will be in
cash.

At the conclusion of the Auction, and subject to Court approval at
the Auction, the successful bid will be selected by the Trustee.
Promptly following the conclusion of the Auction, the Successful
Bidder will complete and sign all agreements, contracts,
instruments or other documents evidencing and containing the terms
and conditions upon which such bid was made.  Bid Deposits of the
non-Successful Bidder will be returned, subject to the applicable
asset purchase agreement.

If the Successful Bidder or Back-Up Bidder fails to consummate a
Court-approved sale because of a material breach or failure to
perform on the part of such Successful Bidder or Back-Up bidder,
the Trustee will be entitled to retain the Bid Deposit made in
connection therewith, free and clear of Dream Media's Interests.
If the Successful Bidder is not the Stalking Horse Bidder, then the
proceeds of sale will be delivered at closing to Dream Media Corp.
and to the Trustee pursuant to the terms of the Settlement
Agreement.

In the event that these cases are converted to cases under chapter
7 of the Bankruptcy Code, the Trustee asks that the authorizations
and approvals with respect to the proposed Sale be enforceable in
the Chapter 7 cases.  Such relief will enable the Trustee to
dispose of the Assets as promptly and efficiently as possible.

As expressed, the Trustee's goal is to efficiently administer the
Estates' financial and business affairs for the benefit of their
creditors.  An expedient conclusion to the sale process will inure
to the benefit of the Estates and their creditors.  He asks the
Court to waive the 14-day stay under Bankruptcy Rule 6004(h) to
permit the Sale to take place as early as possible under the
circumstances.

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

   http://bankrupt.com/misc/Penthouse_Global_327_Sales.pdf

                     About Penthouse Global

Headquartered in Chatsworth, California, Penthouse Global Media,
Inc. -- http://www.penthouseglobalmedia.com/-- was launched in
February 2016 as an acquisition by veteran entertainment executive,
Kelly Holland.  The Company continues the 50+ year Penthouse brand
legacy.  The focal point of the business includes four main
branches: broadcast, publishing, licensing and digital.  Various
Penthouse TV channels are available in over 100 countries.
Penthouse Magazine was founded in the U.K. in 1965 by Bob Guccione
and brought to the U.S. in 1969.

Penthouse Global Media, Inc. and its affiliates filed Chapter 11
petitions (Bankr. C.D. Cal. Lead Case No. 18-10098) on Jan. 11,
2018.  In the petitions signed by Kelly Holland, CEO, Penthouse
Media estimated its assets at up to $50,000 and its liabilities at
between $10 million and $50 million.  Penthouse Broadcasting
estimated its assets at between $1 million and $10 million and
liabilities at between $500,000 and $1 million.  Penthouse
Licensing estimated its assets and liabilities at between $1
million and $10 million each.

Judge Martin R. Barash presides over the case.

Michael H. Weiss, Esq., and Laura J. Meltzer, Esq., at Weiss &
Spees, LLP, serve as the Debtors' bankruptcy counsel.  The Debtors
hired Akerman LLP, the Law Offices of Allan B. Gelbard and the Law
Offices of Dermer Behrendt as litigation counsel.

The Office of the U.S. Trustee appointed an official committee of
unsecured creditors on Jan. 30, 2018.  The Committee retained
Raines Feldman LLP as its legal counsel.

On March 6, 2018, the court approved the appointment of David K.
Gottlieb as Chapter 11 trustee.  The Trustee tapped Pachulski Stang
Ziehl & Jones LLP as bankruptcy counsel and Province, Inc., as
financial advisor.


PERPETUAL ENERGY: Moody's Junks CFR to Caa2 as Debt Maturity Looms
------------------------------------------------------------------
Moody's Investors Service downgraded Perpetual Energy Inc.'s
(Perpetual) Corporate Family Rating to Caa2 from Caa1, Probability
of Default Rating to Caa2-PD from Caa1-PD, senior unsecured notes
rating to Caa3 from Caa2, and the Speculative Grade Liquidity
Rating to SGL-4(weak) from SGL-3 (adequate). The outlook was
changed to negative from stable.

"The downgrade reflects Perpetual's significant debt maturities in
2019, including the company's revolver, with no cash sources to
repay the current debt", said Paresh Chari, Moody's VP-Analyst.
"Perpetual will need to sell assets in order to repay its debt
maturities."

Downgrades:

Issuer: Perpetual Energy Inc.

Probability of Default Rating, Downgraded to Caa2-PD from Caa1-PD

Corporate Family Rating, Downgraded to Caa2 from Caa1

Senior Unsecured Regular Bond/Debenture, Downgraded to Caa3 (LGD 5)
from Caa2 (LGD 5)

Speculative Grade Liquidity Rating, Downgraded to SGL-4 from SGL-3
Outlook Actions:

Issuer: Perpetual Energy Inc.

Outlook, Changed To Negative From Stable

RATINGS RATIONALE

Perpetual's CFR is challenged by the current maturity of its
revolver in May 2019 leading to weak liquidity conditions, no cash
source to repay the C$15 million of senior notes due July 2019, and
small size in terms of production (11,000 boe/d net of royalties)
and reserves (12 million boe, proved developed), though the company
did grow its production from about 8,000 boe/d in Q1 2017.
Perpetual's CFR is supported by retained cash flow to debt of about
20% and EBITDA to interest at about 3.5x in 2019.

Perpetual's liquidity is weak (SGL-4). Through July 2019, Moody's
expects it will have $40 million of liquidity sources compared to
about $80 million of uses. Perpetual's sole liquidity source is
shares in publicly-traded Tourmaline Oil Corp. (unrated), while
liquidity uses consist of 1) a C$16 million secured margin loan
against the Tourmaline shares, due July 2018, C$50 million in
outstandings on its C$60 million revolver, due May 2019, and C$15
million of Senior Notes due July 2019. Moody's expects Perpetual
will be breakeven free cash flow through Q1 2019. The company has a
limited ability to sell other assets to generate additional
liquidity. There are no financial covenants. While it is possible
that the banks will be prepared to extend the revolver, there is no
certainty this will occur.

In accordance with Moody's Loss Given Default (LGD) Methodology,
the C$32 million senior unsecured notes are rated Caa3, one notch
below the CFR, due to the amount of priority ranking debt of the
C$60 million secured borrowing base revolver and C$45 million
secured term loan.

The negative outlook reflects that Perpetual will not be able repay
its May and July 2019 debt maturities.

The ratings could be upgraded if liquidity becomes adequate with
the extension of its revolver well beyond 12 months, and there is
enough availability to fund the next 12 to 15 months of cash uses.

The ratings could be downgraded if the company does not find cash
sources to repay its debt maturities in 2019.

Perpetual is a public Calgary, Alberta-based independent
exploration and production company with average daily production in
Q1 2018 of about 11,000 boe/d, of which about 86% is natural gas.
The company operates exclusively in Alberta.

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



PITTSBURGH ATHLETIC: OFAHA and BT Claims Impaired Under Latest Plan
-------------------------------------------------------------------
Pittsburgh Athletic Association and Pittsburgh Athletic Association
Land Company filed with the U.S. Bankruptcy Court for the Western
District of Pennsylvania a joint amended disclosure statement
regarding their joint amended plan of reorganization dated March
13, 2018, as revised on March 16, 2018 and April 15, 2018.

The amended plan's revision provides that members of PAA are
entitled to vote to accept or reject the Debtors' amended plan
because some of the benefits of PAA membership may be altered or
reduced under the amended plan.

In addition, secured claimants Oakland Fifth Avenue Hotel
Associates, L.P. and Blanche Trust's claims are now impaired under
the plan.

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

     http://bankrupt.com/misc/pawb17-22222-673-1.pdf

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

     http://bankrupt.com/misc/pawb17-22222-674-6.pdf

               About Pittsburgh Athletic Association

Pittsburgh Athletic is a private social club and athletic club in
Pittsburgh, Pennsylvania, USA. Its clubhouse is listed on the
National Register of Historic Places. Pittsburgh Athletic is a
nonprofit membership club chartered in 1908. It ran into financial
difficulties and had its liquor license temporarily suspended for
not paying Allegheny County drink taxes.

Affiliated debtors Pittsburgh Athletic Association (Bankr. W.D. Pa.
Case No. 17-22222) and Pittsburgh Athletic Association Land Company
(Bankr. W.D. Pa. Case No. 17-22223) filed for Chapter 11 bankruptcy
protection on May 30, 2017. The Debtors each estimated their assets
and liabilities at between $1 million and $10 million each.

The petitions were signed by James A. Sheehan, president.

Judge Jeffery A. Deller presides over the case.

Jordan S. Blask, Esq., at Tucker Arensberg, P.C., serves as the
Debtors' bankruptcy counsel.  Gleason & Associates, P.C., is the
Debtors' financial advisor.  Holliday Fenoglio Fowler, L.P., is the
Debtors' real estate advisors.

Andrew R. Vara, Acting U.S. Trustee for Region 3, appointed seven
creditors to serve on an official committee of unsecured creditors.
The Committee hired Leech Tishman Fuscaldo & Lampl, LLC, as
counsel.


PJ REAL ESTATE: June 26 Approval Hearing on Amended Plan Outline
----------------------------------------------------------------
Judge Wendelin I. Lipp of the U.S. Bankruptcy Court for the
District of Maryland will convene a hearing on June 26, 2018 to
consider approval of PJ Real Estate LLC's amended disclosure
statement to accompany its chapter plan filed on April 3, 2018.

May 18, 2018 is fixed as the last day for filing and serving
written objections to the disclosure statement.

The Troubled Company Reporter previously reported that unsecured
creditors may go unpaid under the amended plan. After the Debtor
liquidates and sells its assets under Section 363(b), any surplus
left over after all secured claims are paid in full, if any, will
be distributed to each allowed Class 4 Claim on a pro-rata basis.
Otherwise, if there is no surplus after all allowed secured claims
are paid, in full, then these Class 4 claims will go unpaid, as
they would be treated in a Chapter 7 liquidation setting.

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

      http://bankrupt.com/misc/mdb17-18758-74.pdf

                  About PJ Real Estate LLC

PJ Real Estate, LLC owns a parcel of commercial real estate in
Bowie, Prince George's County, Maryland.

The Debtor sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. D. Md. Case No. 17-18758) on June 27, 2017.  Paul
Burns, its authorized representative, signed the petition.

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

The John Roberts Law Firm, PC, is the Debtor's bankruptcy counsel.


POWELL ROGERS: Plan Not Feasible, Pennsylvania DOR Complains
------------------------------------------------------------
The Commonwealth of Pennsylvania, Department of Revenue objects to
Powell, Rogers & Speaks, Inc.'s small business combined plan of
reorganization and disclosure statement filed on March 7, 2018.

The Department complains that the Disclosure Statement does not
contain adequate information for the Department and other creditors
to make an intelligent and informed judgment as to whether to
accept or reject the Plan.

The Disclosure Statement is devoid of information regarding the
Debtor's delinquent PA tax filings, its PA tax filing obligations,
and any statement on the Debtor becoming current with these PA tax
obligations. In fact, the existence of the Debtor's various unknown
tax liabilities evidences the lack of adequate information as
required under Section 1125. Without the filing of these delinquent
tax returns, it is impossible for any proposed plan to be confirm
nor is it possible for any asset sale to take place because of the
resultant tax consequences of the sales.

The Department is not able to file correct and complete
pre-petition and post-petition proofs of claim as the Debtor has
delinquent corporation taxes and sales and use tax returns.
Consequently, any numbers being used by the Debtor to determine its
obligations to pay the Department’s Unsecured Priority and
Unsecured Nonpriority Claims will not be correct as the Department
cannot finalize its Unsecured Priority and Unsecured Nonpriority
Claims because of these delinquent tax returns.

Further, the Disclosure Statement does not provide adequate
information regarding the Debtor's pre-petition and post-petition
trust fund obligations and how they will be paid. These matters are
very important as trust fund taxes are not part of the bankruptcy
estate.

Despite the fact that the Disclosure Statement provides inadequate
information and thus cannot be approved, the proposed Plan itself
contains numerous issues that will prevent confirmation and which
make an amendment of the Disclosure Statement fruitless.

Among other things, the Plan does not provide for the payment of
any administrative tax claims as a separate class. No
Administrative Bar Date has been identified for the filing of all
administrative claims. A separate classification should be created
for the payment of administrative tax claims and an administrative
bar date should be identified.

The Department also asserts that the plan is not feasible.
Feasibility is essentially contingent on the Debtor being able to
sell its real properties at the right price. This may take a long
time. (Three plus months have already passed since the real
properties were listed.) In Paragraph 2.9 (Risks), the Debtor
states the primary risk of the Plan is time to find "a buyer for
the value of the real properties" as the real properties are
located in northern Dauphin County away from urban areas where
traffic is limited. Further, the Debtor has not provided any
alternative plan if the real properties are not sold or are sold at
a price that does not fully fund the plan.

If the Debtor decides to fund or supplement the funding of its plan
from operating revenues, its financial record during the pendency
of the Chapter 11 bankruptcy is probative of feasibility. A review
of the Debtor's Operating Reports shows business losses, stagnant
revenues, and large expenditures. This indicates that the Debtor
will have difficulty funding any plan from operating revenues.

A full-text copy of the Department's Objection is available at:

     http://bankrupt.com/misc/pamb1-17-01958-114.pdf

               About Powell, Rogers & Speaks Inc.

Powell, Rogers & Speaks, Inc. is a financial services business
entity with a national and international scope of operations
operating out of two locations in Pennsylvania and Florida.  It has
expanded from its original roots to incorporate professional
private investigators through its subsidiary, Powell
Investigations.

Powell Rogers was established in 1990.  Since its inception, it has
designed custom programs and services to assist over 400
businesses, governments and schools nationwide.

Powell Rogers sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. M.D. Pa. Case No. 17-01958) on May 11, 2017.  Brenda
Stutzman, its treasurer, signed the petition.

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

Judge Henry W. Van Eck presides over the case.  Bradley A. Bizzle,
Esq., represents the Debtor as bankruptcy counsel.


PRIMA PASTA: Estimated Payment to Unsecureds Reduced to 27%
-----------------------------------------------------------
Prima Pasta & Cafe, Inc., filed with the U.S. Bankruptcy Court for
the Eastern District of New York its third amended disclosure
statement describing its amended plan of reorganization dated March
27, 2018.

This latest filing provides that the cash flow projections contain
a modest increase in sales every year, and provide that the Debtor
will generate no less than $27,900 in the year following
confirmation of the Plan, and increase modestly thereafter.  The
projections were based upon the accountant's review of the Debtor's
past and present financial history, and the Debtor believes the
projections are realistic and accurate.  The projections support
the Debtor's assertion and belief that it can afford to pay its
creditors $2,000 a month for the next 60 months, as proposed in the
Plan.

The treatment of general unsecured claims in Class 2 has also been
amended.  The Debtor will now pay general unsecured claimants no
less than 25% of their claims instead of the 30% previously
proposed. The Debtor will pay $382.49 per month for Plan Months 1 -
6, $1,000 per month for Plan Months 7 - 30, and $2,000 per month
for Plan Months 31 - 60.  Estimated percent of claims paid is 27%.

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

      http://bankrupt.com/misc/nyeb1-17-40760-126.pdf

                    About Prima Pasta & Cafe

Prima Pasta & Cafe, Inc., filed for Chapter 11 bankruptcy
protection (Bankr. E.D.N.Y. Case No. 17-40760) on Feb. 21, 2017,
estimating its assets at up to $50,000. The Petition was signed by
Antoinette Modica, president.  Ortiz & Ortiz, L.L.P, serves as the
Debtor's bankruptcy counsel.  No unsecured creditors' committee has
been appointed in this case.


PRINCESS POLLY: Ford to be Paid 60 Monthly Payments at 5% Per Annum
-------------------------------------------------------------------
Princess Polly Anna Coal Inc., submitted to the U.S. Bankruptcy
Court for the Southern District of West Virginia its first amended
disclosure statement referring to its first amended plan of
reorganization.

Class 3 under the first amended plan consists of the allowed
secured claim of Ford Motor Credit Company, LLC. The Debtor will
make 60 monthly payments of this Allowed Secured Claim with
interest at the rate of 5% per annum from the Secured Creditors
Funds beginning the first month following the Effective Date until
the Allowed Secured Claim is paid in full.

The Debtor's Plan is dependent upon the performance of its mines,
which may be affected by risks beyond the control of the Debtor,
such as weather-related delays in production, delays in payment
from the buyers of its coal, etc. The Debtor has reviewed its
future costs and anticipated coal production and believes that the
projections are an accurate financial model for the Debtor.

The Debtor projects producing between 7,000 and 10,000 tons of
clean coal per month in the near term. The Debtor believes it can
increase its production to approximately 12,000 tons per month
during the next 12 months and lower its average cost per ton. The
Debtor believes that it can hold the operating costs of the Debtor
to those amounts in the projections. Thus, the budgets for the two
years after the Effective Date will be different compared to 2016
and 2017 as reflected in the projections of income, expenses
(overhead), payments to Secured Creditors and the Unsecured
Creditors, under the Plan.

The Troubled Company Reporter previously reported that unsecured
creditors will receive 50% of their claims under the plan.

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

    http://bankrupt.com/misc/wvsb5-17-50060-208.pdf

                   About Princess Polly Anna

Headquartered in Lewisburg, West Virginia, Princess Polly Anna,
Inc., filed for Chapter 11 bankruptcy protection (Bankr. S.D. W.V.
Case No. 17-50060) on March 1, 2017.  In the petition signed by
Frederick J. Taylor, president, the Debtor estimated its assets at
up to $50,000 and its liabilities at between $1 million and $10
million.  

Judge Frank W. Volk presides over the case.

John F. Leaberry, Esq., at the Law Office of John Leaberry serves
as the Debtor's bankruptcy counsel.

An official committee of unsecured creditors has not yet been
appointed in the Chapter 11 case of Princess Polly Anna, Inc, as of
April 6, 2017, according to a court docket.

The Debtor began its existence April 24, 1984 when it was organized
Frederick J. Taylor with the filing of its Articles with the West
Virginia Secretary of State's Office. In 2012 the Debtor was to
begin contract mining services on Big Mountain in Greenbrier
County, West Virginia.


R.C.A. RUBBER: Trustee Hires Suhar & Macejko as Counsel
-------------------------------------------------------
Andrew W. Suhar, Chapter 11 Trustee of The RCA Rubber Company,
seeks authority from the U.S. Bankruptcy Court for the Northern
District of Ohio, to retain Suhar & Macejko, LLC, as counsel for
the Trustee.

The services of counsel for the Trustee may include the drafting
and filing of pleadings, litigation, drafting the general
correspondence, attendance at hearings, legal research, and the
making of telephone calls and related services as may be required
to effectuate the recovery of assets and/or to otherwise represent
the Trustee in any other legal matters as may be necessary for the
administration of the estate.

Current billing rates of Suhar & Macejko, LLC, are:

     Andrew W. Suhar, Esq.              $225/hour
     Melissa Macejko, Esq.              $200/hour
     Jay Macejko, Esq. (of counsel)     $200/hour
     Associates                         $150-$165/hour
     Paralegal/Paraprofessional          $95/hour

Melissa Macejko, Esq., a partner at Suhar & Macejko, attests that
her firm is disinterested as the term is defined in section 101(14)
of the Bankruptcy Code; and represents and hold no interest adverse
to the interest of the estate.

The counsel can be reached through:

     Melissa Macejko, Esq.
     SUHAR & MACEJKO, LLC
     29 E. Front St., 2nd Floor
     P.O. Box 1497
     Youngstown, OH 44501-1497
     Tel: (330) 744-9007
     Fax: (330) 744-5857
     E-mail: mmacejko@suharlaw.com

                 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 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 represents the Debtor
as 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.


REMINGTON OUTDOOR: Taps Grant Thornton LLP as Independent Auditor
-----------------------------------------------------------------
Remington Outdoor Company, Inc., and its affiliated debtors seek
authority from the U.S. Bankruptcy Court for the District of
Delaware to hire Grant Thornton LLP as their independent auditors.


The Debtors request the employment and retention of Grant Thornton
to complete an audit of the Debtors' consolidated financial
statements, including financial reporting and technical
accounting/tax matters. In addition, Grant Thornton will perform
quarterly reviews of the Debtors' consolidated financial statements
and review and perform a review of federal and state tax returns
and other tax compliance matters.

Grant Thornton hourly billing rates are:

     Partner              $350 to $460
     Manager              $265 to $340
     Manager              $225 to $280
     Senior Accountant    $170 to $225
     Associates           $140 to $185

Michael J. Ryan, a partner of the firm of Grant Thornton, attests
that his firm has no connection with the Debtors, their creditors,
or other parties in interest in the Chapter 11 Cases, does not hold
any interest materially adverse to the Debtors' estates and
believes it is a "disinterested person" as defined by Bankruptcy
Code Section 101(14), as modified by Bankruptcy Code Section
1107(b) and as required by Bankruptcy Code Section 327(a).

The firm can be reached through:

     Michael J. Ryan
     Grant Thornton LLP
     201 S. College St., Suite 2500
     Charlotte, NC 28244
     Tel: +1 704 632 3500
     Fax: +1 704 334 7701

                  About Remington Outdoor Company

Based in Madison, North Carolina, Remington Outdoor Company, Inc.
-- https://www.remingtonoutdoorcompany.com/ -- manufactures and
markets firearms, ammunition, and related products for commercial,
military, and law enforcement customers worldwide.  The company
operates through two segments, Firearms and Ammunition.

The company is controlled by Cerberus Capital Management.
Remington's affiliated companies are FGI Holding Company, LLC; and
FGI Operating Company, LLC; Remington Arms Company, LLC; Barnes
Bullets, LLC; TMRI, Inc.; RA Brands, L.L.C.; and Remington Arms
Distribution Company, LLC.

As of Oct. 1, 2017, Remington listed $954.3 million in total assets
against $1.306 billion in total liabilities and $351.9 million in
stockholders' deficit.

On March 25, 2018, Remington Outdoor Company, Inc. and 12
affiliated debtors sought Chapter 11 bankruptcy protection (Bankr.
D. Del. Lead Case No. 18-10684) to seek confirmation of a
prepackaged plan of reorganization.

The Debtors continue to operate their businesses as debtors and
debtors in possession pursuant to Sections 1107(a) and 1108 of the
Bankruptcy Code.  No party has requested the appointment of a
trustee or examiner and no committee has been appointed or
designated in these Chapter 11 Cases.  The Debtors' request for
joint administration of these Chapter 11 Cases for procedural
purposes only is currently pending.

Milbank, Tweed, Hadley & McCloy LLP and Pachulski Stang Ziehl &
Jones LLP are serving as bankruptcy counsel to the Debtors.
Lowenstein Sandler is serving as co-counsel; Genovese Joblove &
Battista, P.A., is special counsel; Alvarez & Marsal North America,
LLC, is financial advisor; and Prime Clerk LLC is the claims and
noticing agent and administrative advisor.  Lazard Freres & Co. LLC
acts as investment banker.

Counsel to the Ad Hoc Group of Term Loan Lenders are O'Melveny &
Myers, led by Andrew Parlen and Joseph Zujkowksi, and Richards,
Layton & Finger LLP.  Counsel to the ABL Agent and ABL Lenders is
Skadden, Arps, Slate, Meagher & Flom LLP, led by Paul Leake, Shana
Elberg, and Jason Liberi.  Counsel to the Third Lien Notes
Indenture Trustee, is Dorsey & Whitney LLP, led by Adam F.
Jachimowski.  Counsel to the Ad Hoc Group of Third Lien Noteholders
are Willkie Farr & Gallagher LLP, led by Rachel C. Strickland and
Joseph G. Minias; and Young Conaway Stargatt & Taylor, LLP, led by
Edmon Morton.  Counsel to Ankura Trust Company, as the successor
administrative agent under the Term Loan Agreement, are Davis Polk
& Wardell LLP, led by Damian S. Schaible; and Richards, Layton &
Finger LLP, led by Mark Collins.

On Aparil 9, 2018, the U.S. Trustee appointed five creditors to
serve in the Official Committee of Unsecured Creditors.


RESOLUTE ENERGY: Incurs $14.1 Million Net Loss in First Quarter
---------------------------------------------------------------
Resolute Energy Corporation filed with the Securities and Exchange
Commission its Quarterly Report on Form 10-Q reporting a net loss
available to common stockholders of $14.12 million on $74.71
million of total revenue for the three months ended March 31, 2018,
compared to net income available to common stockholders of $76,000
on $64.59 million of total revenue for the three months ended March
31, 2017.  Included in the first quarter net loss were $9.4 million
of commodity derivative losses.

As of March 31, 2018, Resolute Energy had $686.27 million in total
assets, $767.86 million in total liabilities and a total
stockholders' deficit of $81.59 million.

Net cash provided by operating activities was $45.9 million in 2018
as compared to $39.3 million for the 2017 period.  The increase in
net cash provided by operating activities in 2018 as compared to
2017 was primarily due to increased revenue resulting from the 19%
increase in 2018 production volumes offset by a decrease in
commodity derivative settlement gains.

Net cash used in investing activities was $55.9 million in 2018
compared to $44.9 million in 2017.  The primary investing
activities in 2018 were cash used for capital expenditures of $57.5
million.  Capital expenditures in 2018 consisted primarily of
drilling activities and infrastructure projects in the Permian
Basin, offset by $2.5 million in proceeds from the sale of property
and equipment due principally to the Caprock earn-out payments.
The primary investing activity in 2017 was cash used for capital
expenditures of $42.3 million.  Capital expenditures in 2017
consisted primarily of $39.8 million in drilling activities and
infrastructure projects in the Permian Basin, $1.5 million in
facility projects in Aneth Field and $1.0 million in CO2
acquisition for Aneth Field.  Capital divestitures in 2017 included
$14.2 million of net proceeds primarily from the sale of the New
Mexico Properties.

Net cash provided by financing activities was $6.8 million in 2018
compared to $126.5 million used in 2017.  The primary financing
activities in 2018 were $10.0 million in net borrowings under the
Revolving Credit Facility, offset by $1.9 million of redemption of
restricted stock for employee income taxes and $1.3 million for the
payment of the preferred dividend.

The Company stated in the Form 10-Q that "If cash flow from
operating activities does not meet expectations, we may reduce our
expected level of capital expenditures and/or fund a portion of our
capital expenditures using borrowings under our Revolving Credit
Facility (if available), issuances of other debt or equity
securities or from other sources, such as asset sales...There can
be no assurance that needed capital will be available on acceptable
terms or at all.  Our ability to raise funds through the incurrence
of additional indebtedness could be limited by the covenants in our
Revolving Credit Facility or Senior Notes.  If we are unable to
obtain funds when needed or on acceptable terms, we may not be able
to satisfy our obligations under our existing indebtedness, finance
the capital expenditures necessary to maintain production or proved
reserves or complete acquisitions that may be favorable to us.

"We plan to continue our practice of hedging a significant portion
of our production through the use of various commodity derivative
transactions.  Our existing derivative transactions have not been
designated as cash flow hedges, and we anticipate that future
transactions will receive similar accounting treatment.  Derivative
settlements usually occur within five days of the end of the month.
As is typical in the oil and gas industry, however, we do not
generally receive the proceeds from the sale of our oil production
until the 20th day of the month following the month of production.
As a result, when commodity prices increase above the fixed price
in the derivative contacts, we will be required to pay the
derivative counterparty the difference between the fixed price in
the derivative contract and the market price before receiving the
proceeds from the sale of the hedged production.  If this occurs,
we may use working capital or borrowings under the Revolving Credit
Facility to fund our operations."

Rick Betz, Resolute's chief executive officer, said: "The first
quarter of 2018 marked our shift to full development mode within
our top-tier assets in the Delaware Basin.  We continue to make
excellent progress in the field with our operational teams
delivering outstanding results as they implement our new
development strategy.  The teams have effectively managed a
significant acceleration in operational pace with the addition of a
third drilling rig, a spudder rig and a second frac spread while
keeping the program substantially on schedule and within budget.
While we have experienced a short pause in our historically strong
growth profile during this transition, our producing assets have
continued to deliver consistently strong production complemented by
exciting results from some of our newer Lower Wolfcamp wells.
Everyone at Resolute continues to be fully committed to the
execution of the plan with the goal of further improving well
performance, reducing costs and increasing production ultimately
delivering strong returns and long-term value creation for all
stakeholders."

                     Operational Highlights

First quarter 2018 Company production increased 19 percent
year-over-year to 23,498 Boe per day from 19,702 Boe per day in
first quarter 2017, despite the loss of approximately 5,900 Boe per
day from the Company's Aneth Field properties sold in late 2017.
First quarter production exceeded the high end of the Company's
first quarter production guidance range of 22,000 to 23,000 Boe per
day by 498 Boe per day.  Permian Basin production increased 70
percent year-over-year from 13,798 Boe per day in first quarter
2017. First quarter production was bolstered by better than
anticipated performance across Resolute's asset base complemented
by strong performance from the recent Lower Wolfcamp completions.

For the first quarter, Company production consisted of 73 percent
liquids (including 46 percent oil) and 27 percent residue gas.
Aggregate oil production for the quarter exceeded plan, however
stronger than anticipated results from the Uinta and Thunder Canyon
Wolfcamp C wells in Mustang increased the gas composition for the
quarter.  While these wells produced peak oil rates of 860 and 804
barrels per day respectively they also had very strong gas and
associated liquids production.  The Company's commodity mix varies
quarter to quarter and is largely dependent on the specific wells,
producing intervals and geographic area from which production is
generated.  For the first quarter, based on recent completions,
production was weighted toward Mustang and Bronco (62%) with a
smaller fraction from Appaloosa (38%).  

Based on the Company's current completion pace, the Company
anticipates production of 24 MBoe to 26 MBoe per day for the second
quarter 2018, driven primarily by the first Ranger nine-well pack
coming on production in late May to early June.  The Company
anticipates that second quarter production will consist of
approximately 46 to 48 percent oil and the Company expects that
exit rate production for the quarter will be significantly oilier
as the Company brings on the Ranger pads.  The Company continues to
expect that full year production will average approximately 52
percent oil, consistent with guidance.  The Company expects to see
a significant ramp in production during the third and fourth
quarters of the year.

During the quarter, the Company successfully completed drilling its
first triple pad nine-well pack in the Ranger unit in Appaloosa.
This nine-well pack consists of three Upper Wolfcamp A wells, three
Lower Wolfcamp A wells, two Upper Wolfcamp B wells and one Wolfcamp
C well.  The wells have an average completed lateral length of
9,642 feet.  Pad 1 and Pad 2 (six wells of the nine-well pack) were
completed simultaneously in late April utilizing two completion
crews.  Pad 1 is now flowing back while Pad 2 is shut-in awaiting
completion of Pad 3.  Pad 3 is being completed currently and the
Company expects it to be flowing back along with Pad 2 by mid-May.
The Company is pleased with the performance of both its completions
team and primary service providers involved in this activity, the
Company's first multi-well frac job.

In Mustang, Resolute recently had three drilling rigs working side
by side in the Sandlot unit.  Drilling operations are finished on
the first five wells with the sixth well expected to reach TD
shortly.  Drilling operations continue on Pad 3 and the Company
expects to finish drilling operations on this Pad in the next two
weeks.  Completion operations are expected to begin by late May.
Resolute anticipates first production from these wells in July.
Upon completion of drilling operations the rigs will be mobilized
to the South Mitre unit to start the next nine pack.  In addition,
the Company has a spudder rig working ahead of the three larger
drilling rigs presetting intermediate casing in the South Mitre
unit to improve drilling efficiencies.

Resolute continues to work constructively with its midstream
services provider, Caprock Midstream, to ensure sufficient
midstream infrastructure capacity to handle the anticipated
production growth from its 2018 development program.  In Mustang
and Appaloosa, Resolute and Caprock have jointly constructed a
robust system of field infrastructure and pipelines that is
directly interconnected with our oil and gas purchasers to ensure
that our oil and gas will continue to move reliably on pipe as our
production increases.

With the completion of Caprock's Stampede Connector, which connects
Resolute's field to Caprock's Pecos Bend processing plant, the
Company now has an alternate method to transport and process gas
production should its primary gas processor, Energy Transfer,
experience any service curtailments.  The Pecos Bend plant has
interconnects with multiple residue gas lines to ensure the
movement of residue gas from the plant.  Oil production from the
field continues to move reliably through the Caprock gathering
system and into Plains Pipeline LP's oil transportation system.
Both Plains and Caprock are constructing additional oil storage
capacity on their systems to further enhance operational
reliability.  As a customer of Plains Marketing, Resolute has
experienced uninterrupted take away of all the Company's oil
production in the Delaware Basin and expects this to continue in
the future.  Caprock is in various stages of permitting, drilling
and completing additional water disposal wells to support
Resolute's activity.  Resolute believes that, together with
commercial partners, the Company is well positioned to handle the
rapid growth in production anticipated from its ongoing development
program.

The Company continues its evaluation of the Lower Wolfcamp
intervals (the lower Wolfcamp B and Wolfcamp C) in Appaloosa and
Mustang.  Since Resolute's last earnings press release, the Company
has completed one additional Wolfcamp C well in Mustang, the
Thunder Canyon C107SL.  This well has established a peak 24-hour
rate of 3,000 Boe per day, including 804 barrels of oil per day, or
378 Boe per day per 1,000 feet of completed lateral.  During the
second quarter, Resolute will add two additional valuable data
points in the Lower Wolfcamp.  The Ranger C205SL well was recently
completed in the Wolfcamp C as part of Pad 1 in the Ranger nine
pack and the North Elephant B301SL, a lower B well, is being
completed currently and is expected to be online in May.  The
Company is encouraged with the early results from its Lower
Wolfcamp program and plans to evaluate the performance of all of
the Lower Wolfcamp wells through the remainder of the year and
consider further optimization of future pad design to potentially
include lower zones.  

                       Financial Highlights

First quarter 2018 Adjusted EBITDA of $41.1 million was 42 percent
higher than the $28.9 million reported in first quarter 2017,
reflecting increased revenue due to higher production and higher
realized oil and NGL pricing, significantly lower lease operating
expense, partially offset by increased commodity derivative
settlement losses of $7.0 million as compared to the prior year
period.  For first quarter 2018, oil constituted 80 percent of
total revenue, NGL 12 percent and gas 8 percent.  

Realized oil pricing for first quarter 2018 was $61.06 per Bbl, or
97 percent of NYMEX, an increase of 28 percent from first quarter
of 2017 and 19 percent from fourth quarter of 2017.  Realized gas
pricing for first quarter 2018 was $1.85 per MMBtu, a decrease of
29 percent from first quarter of 2017 and ten percent from fourth
quarter of 2017, primarily driven by wider gas basis in the Permian
Basin.  Realized NGL pricing was $15.50 per Boe for first quarter
2018, an increase of 42 percent from first quarter of 2017 and a
decrease of 31 percent from fourth quarter of 2017.

First quarter 2018 LOE was $5.52 per Boe, down 47 percent from
first quarter 2017.  Continued improvement in LOE on a unit basis
reflects our transition to a pure play Delaware Basin company with
low cost, highly productive wells.  Based on the high variable
expense component of the Company's operating expense structure we
anticipate that full year LOE per Boe will be consistent with first
quarter.

GAAP-based general and administrative expense as shown on the
Company's statement of operations increased significantly in first
quarter 2018 to $21.1 million from $10.4 million in first quarter
2017.  Non-cash, stock-based compensation expense for first quarter
2018 was $8.9 million.  $2.9 million of this expense is consistent
with the expense accrued in first quarter 2017, while $6.0 million
is a residual effect of the Aneth Field sale and the accelerated
vesting of stock-based compensation to the Aneth employee base.
Also included in general and administrative expense was $3.3
million associated with stockholder activism.  The Aneth employee
accrual combined with the stockholder activism related expenses
accounted for 87 percent of the increase in general and
administrative expenses.  

The Company also saw a significant increase in the accrual for
cash-settled incentive awards, which is reported below the general
and administrative expense line.  This line item increased from
$5.4 million in first quarter 2017 to $11.3 million in first
quarter 2018.  The accrual associated with the acceleration of
Aneth employee vesting accounted for $7.3 million of this non-cash
expense while the portion associated with the ongoing business
declined by $1.3 million to $4.1 million.  It is important to note
that neither the increase in accrued Aneth related stock-based
compensation expense nor the increase in accruals for Aneth related
cash-settled incentive awards had any impact on the actual dollar
amount of future compensation payments by the Company.  The only
impact was to accelerate the vesting and potential payment of a
portion of these awards.  The Aneth related charges combined with
the stockholder activism expenses, totaling $16.6 million, were
directly responsible for the net loss of $12.9 million reported for
first quarter 2018.  Adjusted net income for first quarter 2018,
which removes these expenses and other non-cash mark-to-market
gains (losses), was $3.3 million.

Cash-based general and administrative expense (a non-GAAP measure
reconciled below), which management believes is a more accurate
reflection of the costs of managing the business, was $8.9 million
for first quarter 2018 compared to $7.5 million for first quarter
2017.  The increase is directly attributable to a decrease of $1.6
million in overhead reimbursements attributable to the Aneth Field
sale.  The first quarter 2018 amount also included an accrual of
approximately $0.6 million related to 2018 401(k) matching
payments.  There was no 401(k) accrual in first quarter 2017. On a
unit basis, cash based general and administrative expense declined
from $4.28 per Boe in first quarter 2017 to $4.22 per Boe in first
quarter 2018.  

Capital investment for the first quarter was $69.5 million,
excluding acquisition, divestitures, and capitalized interest, of
which approximately 60 percent was funded through internally
generated cash flow.  First quarter capital investment included
$51.8 million of drilling and completion expenditures and $10.4
million spent on facilities and infrastructure.  Preliminary cost
estimates for our first nine-well pack in Ranger indicate that the
operations were completed substantially in line with our original
budget.  As anticipated, with completions weighted toward the
second and third quarters, capital expenditures were lower in the
first quarter and will accelerate as the Company moves through the
year.  Resolute continues to expect that, as previously announced,
total capital expenditures for 2018 will be between $365 million
and $395 million.  

Resolute has 8,500 Bbl per day of oil production hedged through the
year using a variety of instruments at weighted average prices
ranging from $50.95 to $52.24.  Based on mid-point of guidance, the
Company has hedged approximately 70 percent of our anticipated
second quarter oil production.  In addition, Resolute has put in
place Midland-Cushing oil basis swaps for the remainder of 2018
covering between 4,500 and 6,000 Bbl per day of production at
between $4.75 and $6.08 per Bbl.  For the second quarter of 2018
approximately 17 percent of oil basis exposure is hedged at an
average of $5.61.  The Company has hedged 20 MMBtu of gas per day
from April through October at $2.77 per MMBtu and has swapped 18
MMBtu of gas basis per day through year end at $0.69 per MMBtu.  

Pro forma for Resolute's recent $75 million notes offering, at
March 31, 2018, cash on hand would have been approximately $34
million with no amounts outstanding under the existing revolving
credit facility.  On April 18, 2018, the borrowing base on our
revolving credit facility was reaffirmed at $210 million.  The
Company expects to fully fund its 2018 capital program through a
combination of cash flow from operations and credit facility
borrowings.  

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

                      https://is.gd/SsWYt9

                      About Resolute Energy

Based in Denver, Colorado, Resolute Energy Corp. (NYSE:REN) --
http://www.resoluteenergy.com/-- is an independent oil and gas
company focused on the acquisition and development of
unconventional oil and gas properties in the Delaware Basin portion
of the Permian Basin of west Texas.

Resolute incurred a net loss available to common shareholders of
$7.70 million in 2017 following a net loss available to common
shareholders of $161.7 million in 2016.  As of Dec. 31, 2017,
Resolute Energy had $641.9 million in total assets, $716.3 million
in total liabilities and a total stockholders' deficit of $74.40
million.


REVOLUTION ALUMINUM: Trustee's Third Amended Disclosures Okayed
---------------------------------------------------------------
Judge John W. Kolwe of the U.S. Bankruptcy Court for the Western
District of Louisiana issued an order approving the amended
disclosure statement referring to the fourth amended chapter 11
plan filed by the Chapter 11 Trustee on April 11, 2018 for Debtor
Revolution Aluminum Propco, LLC.

June 13, 2018 is fixed as the last day for filing written
acceptances or rejections of the Plan, and the last day for filing
and serving written objections to confirmation of the Plan.

June 20, 2018 at 9:30 A.M. is fixed for the Hearing on Confirmation
of the Plan.

                    About Revolution Aluminum

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

Revolution Aluminum Propco is 100% owned by its parent company,
Revolution Aluminum LLC, and is managed by Roger Boggs.  Ryan &
Associates, Inc., Engineered Products, Inc., and Tina J. Hertzel
filed an involuntary Chapter 11 case (Bankr. W.D. La., Case No.
16-81024) against Revolution Aluminum Propco on Sept. 15, 2016.
The Court entered an order officially placing the Debtor in
bankruptcy on Feb. 1, 2017.

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

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

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

Lucy G. Sikes was appointed Chapter 11 trustee for the Debtor.


RMG ENTERPRISES: $12K Sale of Trucks to Chesapeake Furniture Okayed
-------------------------------------------------------------------
Judge Keith L. Phillips of the U.S. Bankruptcy Court for the
Eastern District of Virginia authorized RMG Enterprises, LTD.'s
private sale of (i) a 2006 HINO SVNJ8JV962S50071 for $12,000 and
(ii) a 2003 400 Series International (no motor) 1HTMMAAM63HS77718
for $3,000 to Chesapeake Furniture Contractors.

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

From the proceeds of the sale, the Debtor is directed to
immediately pay the sum necessary to satisfy the tax liability owed
to Spotsylvania County for personal property taxes assessed against
the Trucks and to pay the net proceeds of the sale to Union Bank,
lienholder against the Trucks.

The 14-day waiting period imposed by Federal Rule of Bankruptcy
Procedure 6004(h) is waived, thereby allowing the parties to
proceed with the sale of the Trucks immediately upon entry of the
Order.

                      About RMG Enterprises

Headquartered in Fredericksburg, Virginia, RGM Enterprises, Ltd.,
t/a Commonwealth Carrier -- http://commonwealthcarrier.net/--
provides time-sensitive transposition, merging, and transshipment
services; specialized handling of fragile materials; handling,
reporting, and inventory of products; customized transportation of
unique products; reload, storage, inventory and distribution of
rail delivered products; and a unique 24/7/365 emergency service
for its small client base.  The company's 4.5-acre Fredericksburg,
Virginia complex has a 55,000 sq. ft. warehouse with an acre of
dedicated paved and lighted yard.  RGM has been providing "Uncommon
Services" since 1973.

RGM Enterprises filed for Chapter 11 bankruptcy protection (Bankr.
E.D. Va. Case No. 17-36349) on Dec. 27, 2017, listing $622,087 in
total assets as of Nov. 30, 2017, and $1.37 million, in total
liabilities as of Nov. 30, 2017.  Patrick F. Smith, president,
signed the petition.  Robert B. Easterling, Esq., in
Fredericksburg, Virginia, serves as counsel to the Debtor.


SAMUEL WYLY: Selling Painting Through Dallas Auction Gallery
------------------------------------------------------------
Samuel Evans Wyly asks the U.S. Bankruptcy Court for the Northern
District of Texas to authorize the auction sale of a painting by
Dallas Auction Gallery.

On Feb. 20, 2015, the Debtor filed his motion to authorize the
auction sale of Certain Fine Art, Antiques, and Other Estate
Property by Dallas Auction Gallery ("DAG Sale Motion") and his
Application to Employ Dallas Auction Gallery as his Broker and
Auctioneer.  The DAG Application and the DAG Sale Motion, including
the terms of the Consignment Contract Agreement dated Feb. 19, 2015
between DAG and the Debtor between the Debtor and DAG were approved
by the Court on March 3, 2015 ("First Auction Order").

Pursuant to the First Auction Order and the DAG Employment Order,
on May 20, 2015, DAG held its first auction of certain of the
Debtor's fine art, antiques, and other estate property.  This
auction generated net proceeds totaling $1,143,821, exceeding DAG's
original estimates; the net sale proceeds of the auction were
deposited in the Debtor's DIP bank account with Plains Capital
Bank, as reported to the Court.

On Aug. 6, 2015, the Debtor filed his Audubon Sale Motion asking
the Court's approval: (a) for the receipt by the Debtor of the
Audubon Property, in kind, as partial payment for application upon
the Audubon Asset Annuity Receivable; and (b) for the immediate
consignment by the Debtor of the Audubon Property to DAG for sale
by public auction in a manner that would maximize its value for the
benefit of its estate and that would determine the amount of credit
against the Audubon Asset Annuity Receivable.  The Audubon Sale
Motion was approved by the Court on Aug. 20, 2015 ("Second Auction
Order").

The second auction, which took place on Nov. 4, 2015, generated net
proceeds totaling $3,724,695 and again the net sale proceeds of the
auction were deposited in the Debtor's DIP bank account with Plains
Capital Bank, as reported to the Court.

On July 6, 2016, the Debtor filed his Second Audubon Sale Motion
asking the Court's approval: (a) for the receipt by the Debtor of
the Audubon Items, in kind, as partial payment for application upon
the Audubon Asset Annuity Receivable; and (b) for the immediate
consignment by the Debtor of the Audubon Items to DAG for sale by
public auction in a manner that would maximize such items' value
for the benefit of its  estate and that would determine the amount
of credit against the Audubon Asset Annuity Receivable.  The Second
Audubon Sale Motion was approved by the Court on July 15, 2016
("Third Auction Order").

The third auction, which took place on Oct. 5, 2016, generated net
proceeds totaling $4,484,025 and again the net sale proceeds of the
auction were deposited in the Debtor's DIP bank account with Plains
Capital Bank, as reported to the Court.

On March 5, 2018, the Debtor filed his Third Sale Motion asking the
Court's approval to: (a) sell the Additional Audubon Items3
consigned to DAG and (b) sell all right, title, and interest of the
estate in and to the Debtor-Owned Items at one or more auctions to
be conducted by DAG under the Consignment Agreement, free and clear
of all liens, claims, encumbrances, and other interests, if any, in
accordance with the same procedures set forth in the previous
auction orders.  The Third Sale Motion was approved by the Court on
March 16, 2018 ("Fourth Auction Order").

As contemplated by the Third Sale Motion, DAG held an Auction on
April 11, 2018, which generated net proceeds totaling $5,350.  DAG
will remit the net proceeds from the sale of Debtor-Owned Items to
the Debtor, which proceeds will be deposited in the Debtor's DIP
bank account with Plains Capital Bank, and the net proceeds from
the sale of Additional Audubon Items were deposited into the DAG
Escrow Account, subject to the rights and claims of all parties.
As noted in the Third Sale Motion, DAG has scheduled online
auctions and an additional auction for May 16, 2018 at 6:00 p.m. at
DAG, 2235 Monitor Street, Dallas, Texas 75207.

The Debtor now asks relief from the Court for another order similar
to that granted in the First Auction Order, Second Auction Order,
Third Auction Order, and Fourth Auction Order.  He has come to
learn that an additional painting with an estimated value of
between $15,000 to $25,000 was inadvertently left out of the list
of Sale Items attached to the Third Sale Motion, and he would like
to include such Painting in the upcoming May 2018 Auction.  The
Debtor therefore asks that the Painting be consigned to DAG for
sale by public auction in a manner that would maximize its value
for the benefit of its estate.  The Painting is described on
Exhibit A.

Because the DAG Application and the DAG Employment Order authorized
DAG to sell certain property listed on Exhibit A to the DAG
Application, the Debtor asks authority to reconfirm and expand, if
and as necessary, DAG's authorization to sell such that DAG may
auction the Painting and any other property that the Debtor obtains
Court approval to sell going forward pursuant to the Consignment
Agreement and consistently with the terms of the DAG Application
and the DAG Employment Order.

The Debtor asks authorization and approval to sell all right,
title, and interest of the estate in and to the Painting at an
Auction to be conducted by DAG under the Consignment Agreement,
free and clear of all Interests, if any.  Any such alleged Interest
in the Painting will attach to the net proceeds of the sale.

As all parties appreciate, any sale estimate ranges provided by DAG
are estimates only, and not a guarantee of prices the market will
ultimately set by the bids at Auction.  The Debtor will work with
DAG to determine suitable reserve pricing to make sure that a
minimum value is established for the Painting as appropriate and as
provided for in the Consignment Agreement.  Except as indicated in
the Consignment Agreement, the Painting will not be sold for less
than the reserve pricing.

The May 2018 Auction is already scheduled, and it is anticipated
that the Painting would be included in such Auction.  Further, DAG
holds frequent Auctions featuring a wide-range of various types of
assets, including contemporary art, western art, decorative art,
sculptures, porcelains, art glass, antique oil paintings, antique
silver, Asian art and antiquities, fine estate jewelry, and French,
Continental, and American antique furniture.  If DAG, in its
professional judgment, determines in consultation with the Debtor
that the Painting would be best promoted and sold in a subsequent
or other Auction in order to maximize its value for the Debtor's
estate, DAG may elect to feature the Painting in the appropriate
Auction, as necessary.  The May 2018 Auction and any other Auction,
will be publicized by DAG in accordance with its standard
procedures.

As with the other items being included in the May 2018 Auction, on
or before the 21 business day after an Auction at which the
Painting is sold, DAG will collect the proceeds from the sale of
the Painting from the buyer and will remit to the Debtor the sale
proceeds that it has actually collected and received,6 after
deducting its fees.

All net sale proceeds received from the sale of the Painting at the
May 2018 Auction (or any other Auction) will be deposited in the
Debtor's DIP bank account pending further order of the Court.
Within seven days after receipt by the Debtor of full and final
payment of the net sale proceeds from DAG, the Debtor will file a
Notice of Sale with the Court detailing whether the Painting sold
and the net proceeds received by the estate.

The Debtor asks a waiver of the requirement that the identity of
the purchaser be disclosed in order to protect any privacy concerns
of third parties buying valuable pieces of art via public auction,
as well as to protect any agreements that DAG has with its
potential buyers regarding privacy or confidentiality.

Finally, the Debtor asks that the order approving the sale of the
Painting by Auction be effective immediately by providing that the
14-day stay under Bankruptcy Rule 6004(h) is waived.  Because DAG
will need to take possession of the Painting and begin preparing to
sell it at Auction immediately, delaying that process would only
hinder DAG in its efforts to maximize the return to the Debtor's
estate, and waiver of the stay is therefore justified.

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

   http://bankrupt.com/misc/Samuel_Wyly_1977_Sales.pdf

                        About Sam Wyly

Samuel Wyly is a lifelong entrepreneur and author.  His first book,
1,000 Dollars & An Idea, is a biography that tells his story of
creating and building companies, including University Computing,
Michaels Arts & Crafts, Sterling Software, and Bonanza Steakhouse.
His second book, Texas Got It Right!, co-authored with his son,
Andrew, was gifted to roughly 450,000 students and teachers,
thought leaders, and readers, and continues to be a best-seller in
its Amazon category.

In September 2014, a federal judge ordered Mr. Wyly and the estate
of his deceased brother to pay more than $300 million in sanctions
after they were found guilty of committing civil fraud to hide
stock sales and nab millions of dollars in profits.

Samuel Wyly filed for Chapter 11 bankruptcy protection (Bankr. N.D.
Tex. Case No. 14-35043) on Oct. 19, 2014, weeks after a judge
ordered him to pay several hundred million dollars in a civil fraud
case.

On Oct. 23, 2014, Dee Wyly filed her voluntary petition for relief
under chapter 11 of the Bankruptcy Code, thereby initiating her
bankruptcy case.

On Nov. 10, 2014, the Court ordered "the procedural consolidation
and joint administration of the chapter 11 cases of Samuel E. Wyly
and Caroline D. Wyly [under] Case No. 14-35043."

On Dec. 2, 2014, the Court entered an order appointing an official
committee of unsecured creditors in Sam's Case.

On Nov. 23, 2016, the Court converted Dee's Case to a case under
chapter 7 of the Bankruptcy Code and terminated the joint
administration of the bankruptcy cases.  Robert Yaquinto, Jr., was
subsequently appointed as the chapter 7 trustee to administer Dee
Wyly's bankruptcy estate.

On March 3, 2015, the Court appointed Dallas Auction Gallery as the
Debtor's Broker and Auctioneer.


SCOTTISH HOLDINGS: Plan Proposes Sale of SALIC for $12.5-Mil.
-------------------------------------------------------------
Scottish Holdings, Inc., and Scottish Annuity & Life Insurance
Company (Cayman) Ltd., filed with the U.S. Bankruptcy Court for the
Western District of Delaware a joint plan of reorganization and
disclosure statement.

The Plan provides for the sale of SALIC and certain of its
Affiliates as a going concern to HSCM Bermuda Fund Ltd. (the "Plan
Sponsor") free and clear of all funded indebtedness and certain
general unsecured claims unrelated to SALIC's reinsurance
business.

More specifically, the Plan provides for: (1) the reorganization
and recapitalization of the Debtors and certain of their non-debtor
Affiliates through the Recapitalization Funding Payment consisting
of a new money contribution of $12,500,000 by the Plan Sponsor; (2)
the funding of distributions to the Debtors' creditors through an
additional new money contribution of $12,500,000 by the Plan
Sponsor in the form of the Plan Funding Payment; (3) in exchange
for the consideration, the issuance or assignment to the Plan
Sponsor of all of the equity interests of the Debtors; (4) the
assumption of all or substantially all reinsurance treaties in
which SALIC acts as reinsurer or retrocessionaire; and (5) the
distribution to Holders of Allowed Claims of beneficial interests
in a trust that will make distributions of Cash from the Plan
Funding Payment and other assets that may be transferred to the
Distribution Trust on such Allowed Claims in accordance with the
priority scheme established by the Bankruptcy Code.

The Recapitalization Funding Payment benefits Holders of Allowed
Claims because it allows SALIC to avoid liquidation and the
concomitant rejection of its reinsurance treaties. Rejection of
SALIC's reinsurance treaties would result in very large rejection
damage claims and could trigger claims under the SALIC-SRUS New
Worth Maintenance Agreement, which claims would severely dilute
recoveries to Holders of Allowed Claims.

The Plan proposes the following classification and treatment of
claims:

   * Class 1 - Secured Claims. Unless a Holder of an Allowed
Secured Claim agrees to lesser treatment, on the Effective Date, or
as soon as reasonably practicable thereafter, each Holder of an
Allowed Secured Claim will receive one of the following treatments
on account of the Allowed Secured Claim, at the option of the
Debtors or the Distribution Trustee, as applicable, and, if
required, with the consent of the Plan Sponsor: (a) reinstatement
of the Allowed Secured Claim as against any collateral or proceeds
held by the Distribution Trust; (b) reinstatement of the Allowed
Secured Claim as against any collateral or proceeds held by the
Reorganized Debtors; (c) in full and final satisfaction,
compromise, settlement, release, and discharge of and in exchange
for the Allowed Secured Claim, Cash equal to the full Allowed
amount of the Claim; or (d) delivery of the collateral securing any
Claim and payment of any interest required under section 506(b) of
the Bankruptcy Code. The Holders of Claims in Class 1 will be
conclusively deemed to have accepted the Plan pursuant to section
1126(f) of the Bankruptcy Code.

   * Class 2 - Priority Non-Tax Claims. Unless a Holder of an
Allowed Priority Non-Tax Claim agrees to lesser treatment, on the
Effective Date, or as soon as reasonably practicable thereafter,
each Holder of an Allowed Priority Non-Tax Claim will receive in
full, final and complete satisfaction, settlement, release, and
discharge of the Allowed Priority Non-Tax Claim, either: (i) to the
extent the Priority Non-Tax Claim is Allowed as of the Effective
Date, payment in full in Cash of the unpaid portion of the Allowed
Priority Non-Tax Claim as a Closing Date Plan Distribution on the
Effective Date, or as soon as reasonably practicable thereafter, or
(ii) to the extent the Priority Non-Tax Claim is Allowed after the
Effective Date, payment in full in Cash of the unpaid portion of
the Allowed Priority Non-Tax Claim from the Distribution Trust at
the time as Priority Non-Tax Claim is Allowed, or as soon as
reasonably practicable thereafter.

   * Class 3 - Intercompany Claims. Intercompany Claims will be
paid, adjusted, continued, settled, reinstated, discharged,
eliminated, or otherwise managed, in each case to the extent
determined to be appropriate by the applicable Debtor(s) or
Reorganized Debtor(s) and certain of their non-debtor Affiliates.
For the avoidance of doubt, Intercompany Claims will not receive a
distribution of Distribution Trust Interests and will not otherwise
be entitled to any of the assets of the Distribution Trust.

   * Class 4 - SHI TruPS Claims. Unless a Holder of an Allowed SHI
TruPS Claim agrees to lesser treatment, on the Effective Date, or
as soon as reasonably practicable thereafter, each Holder of an
Allowed SHI TruPS Claim will receive, in full and final
satisfaction, compromise, settlement, release, and discharge of and
in exchange for the Claim, a Pro Rata Share of Distribution Trust
Interests. Each Holder of an Allowed SHI TruPS Claim will be paid
in Cash from the Distribution Trust on the Distribution Date for
its Pro Rata Share of Distribution Trust Interests, after payment
in full, or a reserve being established for, all Administrative
Claims, Priority Claims, and Secured Claims, all in accordance with
the Distribution Trust Agreement.

   * Class 5 - SHI General Unsecured Claims. Unless a Holder of an
Allowed SHI General Unsecured Claim agrees to lesser treatment, on
the Effective Date, or as soon as reasonably practicable
thereafter, each Holder of an Allowed SHI General Unsecured Claim
will receive, in full and final satisfaction, compromise,
settlement, release, and discharge of and in exchange for the
Claim, a Pro Rata Share of Distribution Trust Interests. Each
Holder of an Allowed SHI General Unsecured Claim will be paid in
Cash from the Distribution Trust on the Distribution Date for its
Pro Rata Share of Distribution Trust Interests, after payment in
full, or a reserve being established for, all Administrative
Claims, Priority Claims, and Secured Claims, all in accordance with
the Distribution Trust Agreement.

   * Class 6 - SALIC TruPS Claims. Unless a Holder of an Allowed
SALIC TruPS Claim agrees to lesser treatment, on the Effective
Date, or as soon as reasonably practicable thereafter, each Holder
of an Allowed SALIC TruPS Claim will receive, in full and final
satisfaction, compromise, settlement, release, and discharge of and
in exchange for the Claim, a Pro Rata Share of Distribution Trust
Interests. Each Holder of an Allowed SALIC TruPS Claim will be paid
in Cash from the Distribution Trust on the Distribution Date for
its Pro Rata Share of Distribution Trust Interests, after payment
in full, or a reserve being established for, all Administrative
Claims, Priority Claims, and Secured Claims, all in accordance with
the Distribution Trust Agreement.

   * Class 7 - SALIC General Unsecured Claims. Unless a Holder of
an Allowed SALIC General Unsecured Claim agrees to lesser
treatment, on the Effective Date, or as soon as reasonably
practicable thereafter, each Holder of an Allowed SALIC General
Unsecured Claim will receive, in full and final satisfaction,
compromise, settlement, release, and discharge of and in exchange
for the Claim, a Pro Rata Share of Distribution Trust Interests.
Each Holder of an Allowed SALIC General Unsecured Claim will be
paid in Cash from the Distribution Trust on the Distribution Date
for its Pro Rata Share of Distribution Trust Interests, after
payment in full, or a reserve being established for, all
Administrative Claims, Priority Claims, and Secured Claims, all in
accordance with the Distribution Trust Agreement.

   * Class 8 - Subordinated Claims. Holders of Allowed Subordinated
Claims will not receive or retain any property on account of the
Claims. On the Effective Date, Subordinated Claims will be deemed
automatically cancelled, released, and extinguished without further
action by any Debtor or any Reorganized Debtor, and the obligations
of the Debtors will be forever discharged.

   * Class 9 - SALIC Existing Equity Interests. SALIC Existing
Equity Interests are Unimpaired by the Plan and will be treated in
accordance with the Stock Purchase Agreement, the Plan Sponsorship
Agreement, and the Restructuring Implementation Agreement, as
provided in Section 6.1 of the Plan.

   * Class 10 - SHI Existing Equity Interests. All SHI Existing
Equity Interests will be cancelled and reissued at the direction of
the Plan Sponsor as described in Section 6.1 of the Plan.

A full-text copy of the Disclosure Statement dated April 18, 2018,
is available at:

                  http://bankrupt.com/misc/deb18-10160-214.pdf

           About Scottish Holdings and Scottish Annuity
                & Life Insurance Company (Cayman)

Scottish Holdings, Inc., and Scottish Annuity & Life Insurance
Company (Cayman) operate as subsidiaries of Scottish Re Group Ltd.
Scottish Re Group Limited -- http://www.scottishre.com/-- is a
holding company organized under the laws of the Cayman Islands with
its principal executive office in Bermuda.  Through its operating
subsidiaries, the company is engaged in the reinsurance of life
insurance, annuities and annuity-type products.  These products are
written by life insurance companies and other financial
institutions primarily located in the United States. Scottish Re
Group has operating companies in Bermuda, Ireland, and the United
States.

Scottish Holdings and Scottish Annuity sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No.
18-10160) on Jan. 28, 2018.  In the petition signed by CEO Gregg
Klinenberg, the Debtor estimated assets and liabilities of $1
billion to $10 billion.

The Debtors hired Hogan Lovells US LLP as bankruptcy counsel;
Morris, Nichols, Arsht & Tunnell LLP as co-counsel; Mayer Brown LLP
as special counsel; and Keefe, Bruyette & Woods, Inc. as investment
banker.

The Office of the U.S. Trustee appointed an official committee of
unsecured creditors on Feb. 20, 2018.  The Committee tapped Mayer
Brown LLP as special counsel and Appleby (Cayman) Ltd. as special
counsel.


SHAHRIAR JOSEPH ZARGAR: Dist. Court Rejects Bid for Budget Approval
-------------------------------------------------------------------
Judge Robert Kwan of the U.S. Bankruptcy Court for the Central
District of California entered an order denying Debtors Shahriar
Joseph Zargar and Shabnam Mesachi's motion for Order Approving
Budget and Authorizing Payment of Debtors' Reasonable Living
Expenses filed on March 13, 2018.

A district court in Maryland observed that "some bankruptcy courts
have found that individuals operating as Chapter 11
debtors-in-possession may use estate property on personal expenses
without notice and a hearing so long as such expenses are in the
'ordinary course' rather than unusual or extraordinary. Judge
Bluebond in her opinion in Seely stated that an individual Chapter
11 debtor may use estate funds without court approval to pay for
living expenses so long as such expenses were in the "ordinary
course." However, ordinary course means ordinary course.

Moreover, if the use of estate funds to pay Debtors' living
expenses is not in the "ordinary course," such use is subject to
the general requirements of 11 U.S.C. section 363(b)(1) and
applicable case law. That is, if the proposed use of estate funds
for personal living expenses is not within the ordinary course of
business, a debtor-in-possession (or trustee) may use, sell or
lease estate property only after notice and a hearing and upon a
showing of exercise of reasonable business judgment for such use
outside the ordinary course of business.

The court in In re Kaplan noted that in In re Villalobos, the
Bankruptcy Appellate Panel of the Ninth Circuit reversed the order
of the bankruptcy court approving the individual Chapter 11
debtor's personal living expenses on grounds that the bankruptcy
court failed to issue sufficient findings of facts and conclusions
of law to support approval or disapproval of the expenses in the
debtor's proposed budget as well as to support the approval of the
debtor's budget nunc pro tunc to the petition date.

The bankruptcy case is in re: SHAHRIAR JOSEPH ZARGAR and SHABNAM
MESACHI, Chapter 11, Debtors, Case No. 2:18-bk-11525-RK (Bankr.
C.D. Cal.).

A copy of the Court's Order dated April 12, 2018 is available at
https://bit.ly/2Ia5CFY from Leagle.com.

Shahriar Joseph Zargar, Debtor, represented by Ashley M. McDow --
amcdow@bakerlaw.com -- Baker & Hostetler LLP.

Shabnam Mesachi, Joint Debtor, represented by Ashley M. McDow,
Baker & Hostetler LLP.

United States Trustee, U.S. Trustee, represented by Hatty K. Yip --
hatty.yip@usdoj.gov  -- Office of the UST/DOJ.

Shahriar Joseph Zargar filed for chapter 11 bankruptcy protection
(Bankr. C.D. Cal. Case No. 18-11525) on Feb. 12, 2018, and is
represented by Ashley M. McDow, Esq. of Baker & Hostetler LLP.


SPEED VEGAS: Liquidating Plan Discloses Purchase of Assets at $5MM
------------------------------------------------------------------
Speed Vegas, LLC, filed with the U.S. Bankruptcy Court for the
District of Delaware a combined disclosure statement and
liquidating plan.

The Plan is proposed to be funded by a newly created entity that
is, in turn, funded by Cisneros Corp. and/or Brightpark Investments
LLC along with EME Finance, LLC that will together purchase
substantially all of the assets of the Debtor. The Plan Funder has
agreed to the terms of a term sheet that provides in part that the
Plan Funder will acquire substantially all of the assets of the
Debtor for a purchase price of $5 million, plus assumption of
certain liabilities of the Debtor. If approved, upon the occurrence
of the Effective Date, the Plan and Disclosure Statement will
satisfy the DIP Loan, Secured Claims, Administrative Claims and
Priority Claims. As the Debtor's assets will be transferred to a
Purchaser, i.e. the Plan Funder, this is a liquidating plan whereby
the Debtor's equity will survive until the estate is wound down.

The Debtor estimates that cash held by the Debtor as of the
Effective Date of the Plan and Disclosure Statement (including
undrawn DIP Financing) is at least $730,000, bringing aggregate
cash available to fund the Plan and Disclosure Statement to $5.73
million.

As part of the liquidation and asset sale, the DIP Lender will
exchange $500,000 of the DIP Loan, plus fees and interest, for
equity in the Purchaser. The remaining $300,000 of the DIP Loan,
plus interest and fees, will be assumed by the Purchaser as a
senior secured loan to be paid in equal installments over a period
of four years with an annual interest of 7%.

As part of the Plan and Disclosure Statement, the Debtor will
assume and assign to the Purchaser the ground lease with Sloan
Ventures 90, LLC and shall promptly cure the arrears with respect
to the lease, which are estimated in the amount of $5.113 million.

The Debtor will also assume and assign to the Purchaser the
Debtor's obligations for auto financing liability owed by the
Debtor to various third parties under existing terms and
conditions, up to a maximum of $300,000.

The Debtor will also assume and assign the obligations under the
Debtor’s existing auto financing line of credit provided by SV
Auto Finance LLC to the Purchaser, up to a maximum of $1.3 million,
under existing terms and conditions including term of payment of
three years and a non-default interest rate of 7%. The amount of
financing available to the Purchaser under the auto financing line
of credit will remain at its current $1.5 million.

Finally, on the Effective Date, the Plan Funder will make available
to the Purchaser a revolving line of credit of up to $300,000 to
fund any working capital requirements.

Also on the Effective Date, the Debtor will use the proceeds from
the sale of its assets to the Purchaser to satisfy all claims in
the manner provided for in the Plan and Disclosure Statement.
General unsecured creditors in Class 5 will recover nothing under
the plan.

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

      http://bankrupt.com/misc/deb17-11752-199.pdf

                         About Speed Vegas

Speed Vegas, LLC -- https://speedvegas.com/ -- owns a car racing
track in the Las Vegas Valley, Nevada.  Speed Vegas allows guests
to drive sports cars around a custom race track: a 1.5 mile track,
with a half mile straight.  Racers can choose from a multi-million
dollar collection of exotic supercars: Ferrari, Lamborghini,
Porsche, Mercedes and more.

Alleged creditors Phil Fiore, Velocita, LLC, EME Driving, LLC,
Thomas Garcia, Sloan-Speed, LLC, and T-VV, LLC, filed an
involuntary Chapter 11 petition (Bankr. D. Del. Case No. 17-11752)
against Speed Vegas on Aug. 12, 2017.  The petitioning creditors
are represented by Steven K. Kortanek, Esq., at Drinker, Biddle, &
Reath LLP.

On Dec. 15, 2017, the Delaware Court converted the involuntary
bankruptcy petition to a voluntary action.  The Hon. Kevin J. Carey
presides over the case.  

Bielli & Klauder, LLC, is the Debtor's bankruptcy counsel.


STONEBRIDGE FINANCIAL: Connect Buying All Assets for $420K
----------------------------------------------------------
Stonebridge Financial Corp. asks the U.S. Bankruptcy Court for the
Eastern District of Pennsylvania to authorize the private sale of
substantially all assets to Connect Bancorp, Inc. for $420,000.

After nearly three years in chapter 11, the Debtor wants to
consummate the sale the Court approved in November 2015.  Its only
substantial asset is 100% of the stock of its subsidiary,
Stonebridge Bank.  The Debtor extensively marketed the Bank Stock
prior to filing its chapter 11 petition.  Once in bankruptcy, the
Debtor further marketed the Bank Stock, this time with the
assistance of investment banker, CohnReznick Capital Market
Securities, LLC.

An auction was held, after which the Court approved the sale of the
Bank Stock to the successful bidders.  The closing was subject to
the successful bidders obtaining the necessary approvals from state
and federal banking regulators.  Unfortunately, after numerous
extensions to the related stock purchase agreement, the successful
bidders were unable to obtain the necessary approvals to close.
The stock purchase agreement expired by its terms on May 31, 2017.


Undeterred, the Debtor's management renewed their efforts to sell
the Bank, which led, ultimately, to the Stock Purchase Agreement,
pursuant to which the Debtor proposes to sell the Bank Stock to
Connect.  The terms of the proposed Sale to Connect are
substantially similar to the terms of the sale approved by the
Court in 2015.  The parties used the 2015 Stock Purchase Agreement
as a starting point in negotiating the proposed Sale.

Finally, the Sale is supported by the Debtor's only remaining
creditor, Wilmington Trust Co., as indenture trustee.  Wilmington
Trust is the principal stakeholder in the outcome of any sale of
the Debtor's assets.  It is very unlikely that any distribution
will be made to equity in the chapter 11 case because the amount of
the Wilmington Trust claim is approximately $11.2 million and the
proposed purchase price of the Bank is approximately $420,000.
Further, because the Debtor has no operations, there will likely be
very few administrative expenses to be paid by the estate.

The material terms of the Sale are:

     i. A new holding company affiliated with Connect will purchase
100% of the Bank Stock;

    ii. The purchase price is $420,000 in cash;

   iii. The closing will occur when, among other closing conditions
set forth in Article VI of the Stock Purchase Agreement, Connect
obtains the necessary approvals from state and federal banking
regulators; and

    iv. The Stock Purchase Agreement will terminate on Oct. 31,
2018 if a closing does not occur prior to that date.

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

        
http://bankrupt.com/misc/Stonebridge_Financial_170_Sales.pdf

By the Motion, the Debtor asks entry of an order approving its
private sale of the stock of Stonebridge Bank free and clear of
liens, claims, encumbrances, and interests.

The private Sale of the Bank Stock to Connect is the best, and at
this time apparently only, means of realizing the value of the
estate assets for the benefit of the Debtor's sole creditor,
Wilmington Trust.  The Bank Stock has been marketed three times
over a period of time exceeding three years, and no other bidders
are available.  The Court has previously approved the sale on terms
substantially the same as proposed.  The Debtor asks to finally
consummate the Sale.

The Purchaser:

          Brent S. Smith
          SSRL PARTNERS
          208 Putters Circle
          Dillsburg, PA 17079

The Purchaser is represented by:

          Richard A. Schaberg, Esq.
          HOGAN LOVELLS US LLP
          555 13th St., NW
          Washington, DC 20004
          Facsimile: (202) 637-5910
          E-mail: Richard.Schaberg@hoganlovells.com

The Bank:

          STONEBRIDGE BANK
          605 Willowbrook Lane
          West Chester, PA 19382
          Attn: Dan Machon CFO
          Facsimile: (610) 719-8225
          E-mail: dmachon@stonebridgebank.com

The Bank is represented by:

          Joseph C. Petrone, CFO
          605 Willowbrook Lane
          West Chester, PA 19382
          Attn: Joseph C. Petrone, CFO
          Facsimile: (610) 719-8225
          E-mail: jpetrone@stonebridgebank.com

              About Stonebridge Financial Corp.

Stonebridge Financial Corp. -- http://www.stonebridgebank.com/--
was formed in 1999 as the parent company to Stonebridge Bank.
Based in West Chester, PA, Stonebridge Bank serves commercial and
retail banking customers through its banking offices in West
Chester and Warminster.  In addition, Stonebridge Bank offers a
complete range of banking services at the branch locations and
through its website.

The Company filed for Chapter 11 bankruptcy protection on June 18,
2015 (Bankr. E.D. Penn. Case No. 15-14353).  Judge Eric L. Frank
presides the Debtor's case.  Joseph N. Argentina, Jr., Esq., and
Andrew Charles Kassner, Esq., at Drink Biddle & Reath LLP,
represent the Debtor.  The Debtor estimated assets of between
$500,000 and $1 million, and liabilities between $10 million and
$50 million.


SURPRISE VALLEY: Cadira Buying All Assets for $4.7 Million
----------------------------------------------------------
Surprise Valley Health Care District asks U.S. Bankruptcy Court for
the Eastern District of California to authorize the sale of
substantially all assets to Cadira Group, LLC for (i) a cash
payment at Closing in an amount not to exceed $4 million, plus (ii)
assumption of Assumed Purchase Money Liabilities; plus (iii) a cash
payment of $700,000 upon closing.

A hearing on the Motion is set for May 22, 2018 at 9:30 a.m.

As set forth fully in the concurrently filed memorandum, Cadira has
agreed to buy the vast majority of the District's assets for
Purchase Price.  More significantly, Cadira is required to continue
operating critical access facilities for the benefit of the
District's residents under the APA.  Further, under the APA, Cadira
may elect to assume certain of the District's executory contracts
and unexpired leases.  A schedule of all of the District's known
executory contracts and unexpired leases is attached to the
Appendix as Exhibit M, along with the District's belief as to all
outstanding cure and pecuniary loss amounts owing to the
counterparties to those executory contracts and unexpired leases.

Pursuant to Section 2.1(e) and 2.2(c) of the APA, Cadira is
required to identify to the District by written notice all
contracts or leases on the Schedule of Contracts and Leases that it
elects not to assume prior to the Closing Date.  If Cadira elects
not to assume a contract or lease, such contract or lease will
become an Excluded Asset, and upon approval of the Motion, will be
deemed rejected effective as of the Closing Date.

As described in greater detail in the concurrently filed
memorandum, because the District has unique and highly regulated
operations, requires immediate operating cash to allow it to
facilitate the continued operation of the hospital and clinic, and
has a relatively illiquid asset base, the District is confident
that the proposed sale is in the best interests of its residents,
creditors and parties in interest.

The Debtor proposes to sell the Assets free and clear of any and
all liens, pursuant to the Asset Purchase Agreement dated Feb. 26,
2018.  It asks the Court to (i) determine the amounts necessary to
compensate each of the counterparties to the Assumed Contracts for
any unpaid monetary obligations and pecuniary loss liabilities of
the District arising prior to the Closing Date; (ii) authorize its
assumption and assignment to Cadira of each of the contracts
Assumed Contracts free and clear of all Liens, Claims, and
Encumbrances, including all liabilities and obligations of the
District prior to the Closing Date; and (iii) order and determine
that each of the Assumed Contracts will be a valid and enforceable
contract of Cadira from and after the Closing Date.

Following the Closing Date, the Debtor asks the Court to order the
District to preserve $700,000 of the Purchase Price, plus any
Retained Cash to be used in any plan of adjustment proposed or
approved in the Bankruptcy Case.

The Motion is based upon the concurrently filed Memorandum of
Points and Authorities, the Declarations of Kim Tavares, William
Bostic, and Jennifer R. Hanor in support of the Motion, and the
record in the case.  The District respectfully asks that the Court
enters an Order Approving the Sale on May 22, 2018, so that the
District can comply with its obligations under the Credit Agreement
and the APA.

Finally, the Debtor asks the Court to waive the 14-day stay set
forth in Rule 6004(h) and Rule 6006(d) of the Federal Rules of
Bankruptcy Procedure.

          About Surprise Valley Health Care District

Surprise Valley Health Care District -- http://www.svhospital.org/
-- consists of the Surprise Valley Community Hospital and the
Surprise Valley Clinic.  Surprise Valley is located in Cedarville,
California in Modoc County.  It serves four towns and two Native
American groups in Surprise Valley - Ft. Bidwell, The Warner
Mountain Indians, Lake City, Cedarville, the Cedarville Rancheria,
and Eagleville.  Its hospital has 26 beds -- 22 skilled nursing
beds, 1 acute beds, and 3 swing beds.  It also has an emergency
room with a physician on stand-by 24 hours a day.

Surprise Valley Health Care District sought Chapter 11 protection
(Bankr. E.D. Cal. Case No. 18-20070) on Jan. 4, 2018.  In the
petition signed by CEO Jennifer R. Hanor, the Debtor estimated
assets at $500,000 to $1 million and liabilities at $1 million to
$10 million.  The Debtor tapped Catherine M. Castaldi, Esq., at
Brown Rudnick LLP as counsel.


TIMOTHY BRENNAN: Seeks to Amend West Salem Property Sale Order
--------------------------------------------------------------
Timothy P. Brennan asks the U.S. Bankruptcy Court for the Western
District of Wisconsin to amend the order authorizing his sale of
(i) the real property located at 1115 Industrial Drive in West
Salem, Wisconsin to Gundersen Lutheran Administrative Services,
Inc. for $3.2 million; and (ii) four overhead cranes (including
crane rails), 17 jib cranes with hoists, two rotary screw
compressors, and some miscellaneous other equipment by auction
entered on Feb. 20, 2018.

On Jan. 18, 2018, the Debtor filed the Sale Motion.  In the Sale
Motion, the Debtor requested authority to sell the West Salem
Property to Gundersen pursuant to a signed purchase agreement.  A
copy of the Sale Motion and a notice of the hearing relating to it
were duly served on all creditors and parties in interest.  No
objections were filed.

On Feb. 15, 2018, the Court held a hearing on the Sale Motion which
ultimately led to entry of the Sale Order.  The Sale Order
authorized the Debtor to sell the West Salem Property to Gundersen
"on the terms and conditions set forth in the purchase documents"
attached to the Sale Motion.  As implemented, those purchase
documents required Gundersen to waive any contingencies (due
diligence, finance committee approval) by March 27, and to close
within seven days thereafter.

Gundersen and the Debtor have negotiated an Amendment to Offer to
Purchase which, among other things, extends the due diligence
period through April 26 and provides minor financial accommodations
to the Debtor.  To facilitate the issuance of title insurance, the
Debtor and Gundersen desire to amend the Sale Order so that it (a)
matches the terms of the Purchase Amendment, and (b) includes a
legal description of the West Salem Property.  

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

   http://bankrupt.com/misc/Timothy_Brennan_151_Sales.pdf

The Sale Order also specified that certain undisputed amounts owed
to the Bank would be paid directly to the Bank at closing.  The
remaining sale proceeds would be delivered to the Debtor to be held
in a segregated account pending a determination of the Bank's
allowable postpetition fees and costs, which were then subject to
dispute.  The Debtor and the Bank have now resolved the fee/costs
dispute, and desire that the Sale Order be amended to permit
payment of the stipulated fees and costs directly to the Bank at
the time of closing.

The Movants ask that the Motion be granted without additional
notice to creditors and on an expedited basis.  The matters covered
by the requested amendments to the Sale Order have previously been
presented to all creditors and parties in interest with an
opportunity to object, and no objections were filed.  More
specifically, (a) the amended terms of the sale to Gundersen are no
worse than the original terms, so creditors can be presumed to have
accepted them, and (b) other than the Debtor, nobody has objected
to the Bank's fee requests, so one can safely assume that creditors
would not oppose a stipulated reduction in those fees.

In any event, creditors will have a full opportunity to object to
the Debtor's release of claims against the Bank, which will be the
subject of a separate motion pursuant to Bankruptcy Rule 9019 to
approve the overall compromise between the Debtor and the Bank.

The Debtor ask that the Court authorizes him to (i) sell the West
Salem Property on the terms of the Purchase Amendment; (ii) include
a full legal description of the West Salem Property; and (iii)
directly pay $150,000 to the Bank from the West Salem Property
closing proceeds in full satisfaction of the Bank's claim for
post-petition fees and costs.

Timothy P. Brennan sought Chapter 11 protection (Bankr. W.D. Wis.
Case No. 17-12337) on June 30, 2017.  The Debtor tapped Mark L.
Metz, Esq., at Leverson Lucey & Metz S.C., as counsel.

Counsel for the Debtor can be reached at:

          Mark L. Metz, Esq.
          LEVERSON LUCEY & METZ S.C.
          3030 W. Highland Blvd.
          Milwaukee, WI 53208
          Telephone: (414) 271-8502
          E-mail: mlm@levmetz.com


TLA TANNING: Plan Outline Okayed, Plan Hearing on June 20
---------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Georgia will
consider approval of the Chapter 11 plan of reorganization for TLA
Tanning Corp. at a hearing on June 20.

The hearing will be held at 11:00 a.m., at the Richard B. Russell
Federal Building and United States Courthouse, Courtroom 1201.

The court will also consider at the hearing final approval of the
company's disclosure statement, which it conditionally approved on
April 19.

The order set a May 25 deadline for creditors to file their
objections and a June 1 deadline to submit ballots of acceptance or
rejection of the plan.

                    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.


TRINITY INVESTMENT: Hires Haller & Colvin, PC, as Attorney
----------------------------------------------------------
Trinity Investment Group, LLC, seeks authority from the United
States Bankruptcy Court for the Northern District of Indiana (Fort
Wayne Division) to hire Daniel J. Skekloff, Scot T. Skekloff and
the law firm of Haller & Colvin, PC, as attorneys to represent the
Debtor-in-Possession in these proceedings under Chapter 11 of the
Bankruptcy Code.

Daniel J. Skekloff, a member of Haller & Colvin, PC, attests that
he, Scot T. Skekloff and Haller & Colvin, PC have no connection
with the creditors or any other party in interest having an
interest adverse to the Debtor as Debtor-in-Possession or the
estate, and their employment would be in the best interest of the
estate.

The firm can be reached through:

     Daniel J. Skekloff, Esq.
     Scot T. Skekloff, Esq.
     Haller & Colvin, PC
     444 E. Main Street
     Fort Wayne, IN 46802
     Phone: +1 260-426-0444

                                       About Trinity Investment
Group LLC

Trinity Investment Group LLC is a privately held company in
Bluffton, Indiana that operates under the restaurants and other
eating places industry.

Trinity Investment Group LLC filed a Chapter 11 petition (Bankr.
N.D. Ind. Case No. 18-10627) on April 13, 2018. The petition was
signed by James E. Miller II, president. Judge Robert E. Grant
presides over the case. Daniel J. Skekloff and Scot T. Skekloff at
the law firm of Haller & Colvin, PC, represents the Debtor as
counsel.

At the time of filing, the Debtor estimates $100,000 to $500,000 in
assets and $1 million to $10 million in liabilities.


UW OSHKOSH FOUNDATION: Wisconsin Waived Sovereign Immunity Defense
------------------------------------------------------------------
This Chapter 11 bankruptcy case started when the State of Wisconsin
refused to honor financial commitments made to the University of
Wisconsin Oshkosh Foundation, Inc. by the former Chancellor and
Vice Chancellor of the University. The Foundation filed the
adversary proceeding captioned University of Wisconsin Oshkosh
Foundation, Inc., Plaintiff, v. The Board of Regents of the
University of Wisconsin System, Defendant, Adversary No. 17-02302
(Bankr. E.D. Wis.) against the State (acting through the Board of
Regents of the University of Wisconsin System) to enforce the
commitments as property of the bankruptcy estate. The State
responded with a motion to dismiss, claiming that any obligations
allegedly due from the State are void under the Wisconsin
Constitution. The Court denied the motion to dismiss, finding an
applicable exception in the constitution for "public debt." The
State then filed a motion for summary judgment. After briefing, the
Court heard oral argument on April 5, 2018.

Upon considering the arguments presented, Bankruptcy Judge Susan V.
Kelley denied the motion in full.

The University Chancellor and Vice Chancellor for Administrative
Services signed three memoranda of understanding (the "MOU")
reciting various benefits that the Foundation provided to the
University. In consideration, the University agreed that it would
cover any deficit incurred by the Foundation on certain
construction projects and any deficit incurred in the payment of
debt service and operational expenses on two biodigester
facilities. The Vice Chancellor also signed several letters
agreeing to make debt service payments to banks in the event the
Foundation was unable to do so. Deborah Durcan, the Vice President
of Finance for the University of Wisconsin System, was present when
the Chancellor and Vice-Chancellor made their promises to the
Foundation, and she did not object to the MOU or comfort letters.

The complaint contains claims for breach of contract, a declaratory
judgment as to the enforceability of the MOU and alleged
guaranties, misrepresentation, breach of the duty of good faith and
fair dealing, unjust enrichment, and promissory estoppel. The
Foundation's opposition to the motion clarifies that the causes of
action in the proceeding are claims brought under section 542 of
the Bankruptcy Code for turnover of property of the Foundation's
bankruptcy estate. The motion asserts that the Foundation's breach
of contract claim must fail because the alleged contracts violate
the Wisconsin Constitution and are unenforceable. Because Wisconsin
law prohibits the contracts, the Foundation could not succeed on a
restitution claim or obtain another remedy. The State also argues
that sovereign immunity bars all of the Foundation's claims.

The State argues that it is entitled to summary judgment on the
Foundation's breach of contract claim because the agreements
allegedly created in the MOU are void under the public debt
provisions of Article VIII of the Wisconsin Constitution. The State
claims that to qualify as public debt, an obligation must conform
to the requirements of Chapter 18 of the Wisconsin Statutes and
meet that chapter's definition of "public debt." However, section
18.14 provides a sweeping savings clause validating debt not
contracted in compliance with the relevant procedures.

The State urges the Court to interpret section 18.14 as a
transitional provision between 1969, when the Wisconsin
Constitution was amended to permit the State to incur public debt,
and 1973, when statutory revisions replaced the Wisconsin Bond
Board with the State Building Commission. According to the State,
the purpose of section 18.14 is to ensure that any debt incurred
under the old procedures would remain valid, and any other reading
would render the requirements of Chapter 18 optional and would be
absurd.

But on its face, section 18.14 does not work an absurd result as a
permanent savings provision. Chapter 18 provides procedures that
the State must follow in contracting public debt. Section 18.14
provides assurance to the other party to an agreement that public
debt will be valid even if the State fails to comply with Chapter
18's procedures. With millions of dollars of bonds and other
obligations at stake, the State's obligees and partners in the
issuance of public debt would reasonably insist on comprehensive
protection from potential clerical and other errors.

And the State's inference about the transitional purpose of the
statute rests on pure speculation about what the legislature
intended. The plain language of section 18.14 is susceptible to
only one interpretation: the provision is permanent. The State
cites no legislative history supporting its position, and the
Court's review of the legislative drafting files turned up no
evidence suggesting the provision was intended to sunset when the
pre-1973 obligations were paid in full.

The State also maintains that its sovereign immunity bars all of
the Foundation's claims. The Foundation counters that the State
waived sovereign immunity by its litigation conduct in not raising
the defense in its earlier motion to dismiss, or by consenting to
this Court's entry of a final order. Even if the Court does not
accept the waiver argument, the Foundation relies on section 106 of
the Bankruptcy Code to abrogate the State's sovereign immunity
defense.

The Court concludes that any waiver should be explicit and
unambiguous and that, at this early stage of the litigation, the
Court should properly consider whether sovereign immunity bars the
Foundation's suit, despite the fact that it was not raised in the
State's prior motion. The State's consent to this Court's entry of
a final order or judgment likewise did not serve to waive the
State's sovereign immunity.

Since the defense has not been procedurally waived, the inquiry is
whether the State's Eleventh Amendment immunity bars the
Foundation's claims. Citing the case of Central Virginia Community
College v. Katz, the Court finds that the Foundation's rights under
the MOU are property of the estate subject to a turnover action.
Under Katz, the State cannot assert its sovereign immunity as a
defense to this action.

In conclusion, the Court determines that the MOU constitute public
debt as defined in section 18.01(4) of the Wisconsin Statutes;
section 18.14 validates the debt; and under Katz, the State has
waived its sovereign immunity as a defense in this turnover action.


The bankruptcy case is in re: University of Wisconsin Oshkosh
Foundation, Inc., Chapter 11, Debtor, Case No. 17-28077-svk (Bankr.
E.D. Wis.).

A full-text copy of the Court's Order dated April 12, 2018 is
available at https://bit.ly/2JMgbMy from Leagle.com.

University of Wisconsin Oshkosh Foundation, Inc., Plaintiff,
represented by Claire Ann Resop, Steinhilber Swanson LLP, Nicholas
L. Hahn, Steinhilber Swanson LLP & Paul G. Swanson, Steinhilber
Swanson LLP.

Board of Regents University of Wisconsin System, Defendant, pro
se.

Board of Regents of the University of Wisconsin System, Defendant,
represented by Mark Bromley, Wisconsin Department of Justice &
Theresa M. Anzivino, Wisconsin Department of Justice.

     About University of Wisconsin Oshkosh Foundation

Established in 1963, the University of Wisconsin Oshkosh
Foundation, Inc. -- https://www.uwosh.edu/foundation -- was created
to promote, receive, invest and disburse gifts to meet the goals
and needs of the University of Wisconsin Oshkosh. Its offices are
located in the Alumni Welcome and Conference Center along the Fox
River.

UW Oshkosh Foundation is a separate and distinct legal entity from
UW Oshkosh and qualifies as a tax-exempt 501(c)(3) organization
under the United States Internal Revenue Code.  It owns a fee
simple interest in the Alumni Welcome & Conference Center located
at 625 Pearl Avenue, Oshkosh, valued at $11.8 million. It is also a
fee simple owner of a residence located at 1423 Congress Avenue,
Oshkosh, with a current value of $375,000.

UW Oshkosh Foundation sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. E.D. Wis. Case No. 17-28077) on Aug. 17,
2017.  In the petition signed by board chairman Timothy C. Mulloy,
the Debtor disclosed $14.84 million in assets and $15.87 million in
liabilities.

Judge Susan V. Kelley presides over the case.

The Debtor hired Steinhilber Swanson LLP as its bankruptcy counsel;
Martin Cowie as its chief financial officer; and CliftonLarsonAllen
as its accountant.


VANITY SHOP: Committee Files Supplemental Objection to Disclosures
------------------------------------------------------------------
The Official Committee of Unsecured Creditors filed a supplemental
objection to Vanity Shop of Grand Forks, Inc.'s disclosure
statement.

The Official Committee of Unsecured Creditors first learned of the
identity of the debtor's proposed plan administrator during the
initial disclosure statement hearing on March 27, 2018. On April
15, 2018, the debtor has provided the Committee with a succinct,
one-page biography for Mr. Velde. That biography does not provide
any evidence that Mr. Velde has experience investigating and
litigating claims of the nature of those identified in The Official
Committee of Unsecured Creditors' Motion for Derivative Standing to
Pursue Claims on Behalf of the Debtor or which the debtor has
asserted will be preserved for the plan administrator to pursue
under its proposed plan. Nor does that biographical statement
indicate that Mr. Velde has other relevant experience, such as
experience handling the liquidation of a middle market retailer
such as the debtor or serving as a liquidating trustee or similar
fiduciary under a liquidating chapter 11 plan.

To supplement the limited information provided by the debtor, the
Committee conducted its own, independent inquiry into Mr. Velde's
background. While Mr. Velde is a member in good standing of the
Minnesota bar, his experience appears to pertain primarily to the
agriculture industry, particularly the representation of farming
unions, and the vast majority of his bankruptcy specific experience
appears to consist of individual, consumer bankruptcies pending
before the Minnesota Bankruptcy Court, both representing debtors
and more recently as Chapter 7 trustee. His experience with small
to mid-size business Chapter 7 cases appears to be extremely
limited.

As such, based on the information available to it at this time, the
Committee objects to the appointment of Mr. Velde based on his
apparent lack of relevant experience. If the disclosure statement
is approved at this time, the Committee requests that it be
permitted to include a statement to inform creditors that the
Committee opposes Mr. Velde's appointment as well as confirmation
of the plan and that it encourages holders of general unsecured
claims in this case to vote to reject the plan. This information is
essential to provide creditors with adequate information to inform
their votes.

The Committee also notes that the debtor filed a further amended
Proposed Disclosure Statement and Second Plan of Liquidation Dated
April 9, 2018. The debtor did not provide drafts of the amended
plan and disclosure statement for the Committee's review or comment
prior to their filing, and the Committee has not had an opportunity
to convene to consider these newly filed documents. These actions
have again deprived the Committee of due process with respect to
the pending disclosure statement hearing.

A copy of the Committee's Objection is available at:

     http://bankrupt.com/misc/ndb17-30112-641.pdf

Counsel to the Official Committee of Unsecured Creditors:

     Mette H. Kurth, Esq.
     919 North Market Street, Suite 300
     Wilmington, DE 19899-2323
     Telephone: (302) 622-4209
     Facsimile: (302) 656-8920
     E-Mail: mkurth@foxrothschild.com

               -and-

     Ellie Barragry, Esq.
     Campbell Mithun Tower, Suite 2000
     222 South Ninth Street
     Minneapolis, Minnesota 55402-3338
     Telephone: (612) 607-7000
     Fax Telephone: (612) 607-7100
     E-Mail: ebarragry@foxrothschild.com

               About Vanity Shop of Grand Forks

Women's wear retailer Vanity Shop of Grand Forks, Inc., filed a
Chapter 11 petition (Bankr. D.N.D. Case No. 17-30112) on March 1,
2017, after announcing plans to close all of its 137 Vanity stores
in 27 states.  James Bennett, chairman of the Board of Directors,
signed the petition.  The Debtor estimated assets of less than
$100,000 and liabilities of $10 million to $50 million.

Judge Shon Hastings presides over the case.

Caren Stanley, Esq., at Vogel Law Firm, serves as the Debtor's
bankruptcy counsel.  The Debtor hired Eide Bailly, LLP as auditor;
Bell Bank as trustee for the ERISA Plan; and Jill Motschenbacher as
accountant.

On March 10, 2017, the Office of the U.S. Trustee appointed an
official committee of unsecured creditors.  The Committee retained
Fox Rothschild LLP as bankruptcy counsel, BGA Management, LLC, as
financial advisor, and Brady Martz & Associates PC, as accountant.

On June 16, 2017, Hilco IP Services, LLC d/b/a Hilco Streambank,
was appointed as the Debtor's Intellectual Property Disposition
Consultant, nunc pro tunc to May 12, 2017.

On Aug. 2, 2017, Diamond B Technology Services, LLC, was appointed
as IT Consultant.


VEGA ALTA: Amends Plan to Clarify IRS Secured, Priority Values
--------------------------------------------------------------
Vega Alta Community Health, Inc., filed with the U.S. Bankruptcy
Court for the District of Puerto Rico an amended disclosure
statement and summary of its proposed plan of reorganization dated
April 7, 2018.

The Debtor submits this latest disclosure statement to clarify the
Internal Revenue Service's administrative, secured and priority
values in accordance with the most current balance.

The Debtor also includes "wording" as requested by claimholder
Internal Revenue Service as follows:

"If the reorganized debtor substantially defaults on the plan
payments due to the IRS or if debtor fails to make the required
post-petition FTDs or accrues post-petition balance, the
outstanding balance is immediately due and payable. If the debtor
fails to make any deposits of any currently accruing employment tax
liability or fails to make any payment of any tax to the IRS within
10 days of the due date of such deposit or payment, if the debtor
fails to file any required federal tax return by the due date of
such return, or if the debtor fails to make any payments due to the
IRS under this plan (agreement), the IRS may declare the debtor is
in default. Any post-petition balance after March 2018 would be
enough to dismiss the case as long as notice of default be given in
writing by certified mail to the debtor even though plan payments
may be up to date. Payment shall be for the entire amount owed to
the IRS. The IRS may collect these unpaid tax liabilities through
the administrative collection provisions of the Internal Revenue
Code."

A copy of the Amended Disclosure Statement is available at:

     http://bankrupt.com/misc/prb16-08128-11-154.pdf

                          About Vega Alta

Vega Alta Community Health, Inc., provides primary medical services
to the residents of Vega Alta and nearby areas.

The Debtor, based in Catano, Puerto Rico, filed a Chapter 11
petition (Bankr. D.P.R. Case No. 16-08128) on Oct. 11, 2016.  Jaime
Rodriguez Perez, at Jaime Rodriguez Law Office, PSC, serves as
bankruptcy counsel.  In its petition, the Debtor listed $25,582 in
assets and $1.47 million in liabilities.  The petition was signed
by Luis M Gonzalez Bermudez, president.


VISTRA ENERGY: Fitch Assigns First-Time 'BB' Issuer Default Rating
------------------------------------------------------------------
Fitch Ratings has assigned a first-time 'BB' Long-term Issuer
Default Rating (IDR) to Vistra Energy Corp. (Vistra) and its
indirect subsidiary, Vistra Operations Company LLC (Vistra
Operations). The Rating Outlook is Stable.

In addition, Fitch has assigned a 'BBB-'/'RR1' rating to Vistra
Operations' first lien secured debt,, which includes a proposed
upsized $2.3 billion revolving credit facility, $2.8 billion term
loan B1 due 2023, $988 million term loan B2 due 2023 and the
proposed $2.05 billion term loan B3 due 2025. The upsized revolving
credit facility and the new term loan B3 will replace the legacy
Dynegy Inc. secured debt that consists of $1.5 billion revolver and
$2.0 billion term loan at Vistra. The 'RR1' Recovery Rating denotes
superior recovery in the event of default. Fitch has also assigned
a 'BB'/'RR4' rating to senior unsecured notes at Vistra (the legacy
Dynegy notes). The 'RR4' denotes average recovery in the event of
default.

The 'BB' IDR for Vistra reflects its size and scale as the largest
independent power producer in the U.S.; fuel and geographic
diversity amassed through the recently completed acquisition of
Dynegy; a high margin retail electricity business in Texas and
strategic priority to grow its retail business outside of Texas;
strong free cash flow generation; and commitment to conservatively
manage balance sheet with a goal to attain net debt to EBITDA of
2.5x (or gross debt/EBITDA of 3.0x) by year-end 2019. On May 1,
Vistra repaid $850 million of Dynegy senior unsecured notes due
2019. Fitch believes the debt reduction target is achievable given
the strong free cash flow generation and the ability to call
approximately $3.7 billion of Dynegy's senior notes in 2018 and
2019. Fitch expects Vistra to generate more than $1.5 billion of
free cash flow in 2018 and upwards of $2.0 billion in 2019 and
beyond, without including any return of capital to shareholders via
share repurchases and/or dividends, which remains under
management's consideration.

KEY RATING DRIVERS

Dynegy Acquisition Adds Scale and Diversity: Fitch favorably views
Vistra's acquisition of Dynegy in an all stock deal that has
created the largest independent power producer in the U.S. with
more than 41 GW of installed capacity. The acquisition diversifies
Vistra's fleet away from Texas, which, while exhibiting a favorable
demand supply dynamic, lacks the additional revenue support that
capacity markets provide in other regions such as PJM and New
England. Dynegy's combined cycle gas turbine fleet boosts the
combined entity's natural gas share of generation to 52% from 36%,
thereby lowering the overall fleet's sensitivity to natural gas
prices. Vistra expects to realize material synergy savings from its
combination with Dynegy, and in its first quarter 2018 earnings
conference call management increased its target of EBITDA uplift
from synergies and operational improvements to $500 million, from
the $350 million announced at the time of acquisition. Vistra also
expects to realize $235 million of run rate free cash flow benefits
from deleveraging and capital structure efficiencies and projects a
substantial decline in federal cash taxes and Tax Receivable
Agreement payments over 2019 -- 2022 due to the ability to utilize
Dynegy's net operating losses. As a partial offset, the combination
with Dynegy significantly increases Vistra's long generation
position, and, in this regard, Fitch views favorably management's
strategic goal to grow its retail presence outside Texas.

Demonstrated Stability of the Texas Retail Business: TXU Energy,
Vistra's retail electricity business in Texas, is a high margin
business that offers an effective sales channel and a partial hedge
for its wholesale generation. Retail margins in the commercial and
industrial segment have generally remained range-bound during
commodity cycles and residential retail margins are usually
counter-cyclical given the length and stickiness of the customer
contracts. Strong brand recognition, tailored customer offerings
and effective customer service are driving high customer retention,
and TXU Energy has seen its attrition rates decline over the years.
Residential customer count has remained largely stable at 1.5
million since 2015. Vistra's integrated model (wholesale plus
retail) in Texas has resulted in relatively stable level of EBITDA
over 2012 - 2017.

Favorably Positioned in a Tightening Texas market: Vistra's
decision to retire 4.2 GW of coal plants in Texas (Monticello, Big
Brown and Sandow 4-5) has contributed to a tightened power market
and the reserve margins are expected to fall to 9.3% for summer of
2018 and 11% for summer 2019, as per ERCOT's latest Capacity,
Demand and Reserves reports, which are below ERCOT's 13.75%
threshold. Forward power prices for 2018 and 2019 have jumped up
since the retirement announcements, which could provide meaningful
margin uplift for Vistra's generation capacity, especially in 2019,
when substantial portion of the generation capacity is unhedged.
ERCOT continues to witness strong growth in electricity demand
unlike other competitive markets, which could keep power prices
elevated over the medium term.

Longer-Term Headwinds to Margin Growth: The competitive markets
continue to face structural imbalances brought on by the onslaught
of renewables and the growth in supply of efficient natural
gas-fired plants in certain markets due to extremely low natural
gas prices even as power demand growth remains flat to down in most
markets excluding ERCOT. State intervention to save struggling
nuclear plants via subsidies has a potential to skew market price
setting mechanisms. In addition, rapid advancements in battery
storage technologies have the potential to accelerate the
generation mix shift away from fossil fuel power plants leading to
long-term uncertainty for merchant generation business models.
Given the uncertain long-term backdrop, management's strategic
initiatives to grow its retail presence, rationalize generation
capacity in certain markets such as the Midwest and California and
start to focus on renewables and battery storage are positive, in
Fitch's view.

Strong Cash Flow Generation Supports Deleveraging: Fitch believes
the company should be able to deliver adjusted EBITDA within
management's guidance ranges of $2,700 million - $2,900 million in
2018 and $3,200 million - $3,500 million in 2019. Realization of
synergy benefits and O&M cost control should offset the drag from
declining capacity revenues in 2020, according to Fitch's view.
Management expressed confidence in its ability to generate
approximately $3 billion in adjusted EBITDA in any commodity
environment. Fitch expects Vistra to generate free cash flow of
more than $1.5 billion in 2018 and upwards of $2.0 billion in 2019
and beyond, prior to return of capital to shareholders. Capex is
largely attributable to maintenance items for the generation assets
and is projected to be within the $450 - $500 million range through
2020. The retail business throws a substantial amount of free cash
flow since capex requirements are modest. The strong free cash flow
generation affords management ample financial flexibility to
execute its leverage reduction goals as well as reinvest and/or
return capital to shareholders. Fitch believes management's 2.5x
net debt/EBITDA target by year-end 2019 is achievable given the FCF
profile and ability to call $3.7 billion of legacy Dynegy notes in
2018 and 2019.

Simplification of Capital Structure: Post Dynegy acquisition,
management is looking to simplify and optimize the capital
structure by contributing substantially all of Dynegy's assets into
Vistra Operations. With the upsized revolving credit facility and
the new term loan B3 at Vistra Operations, the first lien secured
debt would be consolidated at Vistra Operations and the legacy
Dynegy secured debt will be paid off. The first lien secured debt
at Vistra Operations will receive an upstream guarantee from the
asset subsidiaries under Vistra Operations as well as a downstream
guarantee from Vistra Intermediate Company LLC, a direct subsidiary
of Vistra. The senior unsecured notes at Vistra will receive a
guarantee from the guarantors of the first lien secured credit
facilities at Vistra Operations; this is resulting in the long-term
IDR of Vistra to be the same as that of Vistra Operations.
Additionally, in conjunction with the simplification transaction,
the credit facility collateral package will be amended to ensure
that the company always complies with the lien covenant in the
legacy Dynegy senior notes.

DERIVATION SUMMARY

Vistra is well positioned relative to Calpine Corporation
(B+/Stable), Exelon Generation (ExGen, BBB/Stable) and PSEG Power
(BBB+/Negative) in terms of size, scale and geographic and fuel
diversity. Vistra is the largest independent power producer in the
country with approximately 41 GW of generation capacity compared to
Calpine's 26 GW, ExGen's 33 GW and PSEG Power's 12 GW. Vistra's
generation capacity is well diversified by fuel compared to
Calpine's natural gas heavy and ExGen's nuclear heavy portfolio.
Similarly, Vistra's portfolio is well diversified geographically as
compared to the Northeast dominant portfolio of ExGen and PSEG
Power. Both Vistra and ExGen benefit from their ownership of large
retail electricity businesses, which are typically countercyclical
to wholesale generation given the length and stickiness of customer
contracts. Vistra has a dominant position in the mass retail market
in Texas, which has generated stable EBITDA over 2012 - 2017
despite power price volatility.

A key benefit of acquiring Dynegy has been the drop in sensitivity
of Vistra's EBITDA to changes in natural gas natural gas prices and
heat rates. Vistra's gross debt/EBITDA (pro forma for Dynegy's
acquisition) of 3.7x and the target to reach 3.0x by 2019 compares
favorably to Calpine's 6.2x gross leverage at the end of 2017 and
projected 5.2x in 2019. Exgen's gross debt/EBITDA was approximately
4.0x in 2017 and is projected to trend down to 3.0x or below over
the next few years. For PSEG Power, debt/EBITDA is expected to
remain in the 2.4x - 2.8x range through 2019. The ratings of both
ExGen and PSEG Power benefit considerably from their ownership by a
utility holding company.

KEY ASSUMPTIONS

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

  --Nine months of Dynegy incorporated in 2018 projections;

  --Estimated generation of 196 TWHs in 2018 and 198 TWHs in 2019;

  --Hedged generation in 2018 and 2019 per management's guidance;

  --Retail load of approximately 70 TWHs;

  --Power price assumption based on Fitch's base deck for natural
gas prices of $2.75/MMBtu in 2018 and $3.0/MMBtu 2019 onwards and
current market heat rates;

  --Capacity revenues per past auction results and no material
upside in future auctions;

  --$150 million of synergies realized in 2018, $400 million in
2019 and $500 million in 2020;

  --Maintenance capex of approximately $400 million in 2018 and
$500   million p.a. in subsequent years;

  --Deleveraging in 2018 - 2019 to reach 3.0x gross debt/EBITDA
target;

  --No new generation contemplated after the 180 MW Upton solar
plant is completed.


RATING SENSITIVITIES

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

  --Execution of deleveraging as per management's stated goal such
that gross debt to EBITDA is below 3.0x on a sustainable basis;

  --Track record of stable EBITDA generation;

  --Measured approach to growth;

  --Balanced allocation of free cash flow that maintains balance
sheet flexibility while maintaining leverage within stated goal.

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

  --Weaker power demand and/or higher-than-expected supply
depressing wholesale power prices and capacity auction outcomes in
its core regions;

  -Unfavorable changes in regulatory construct/rules in the markets
that Vistra operates in;

  --Rapid technological advancements and cost improvements in
battery and renewable technologies that accelerate the shift in
generation mix away from fossil fuels;

  --An aggressive growth strategy that diverts a significant
proportion of free cash flow toward merchant generation assets
and/or overpriced retail acquisitions;

  --Gross debt/EBITDA above 3.5x on a sustainable basis.

LIQUIDITY

Fitch views Vistra's liquidity as adequate. Vistra Operations
currently has an $860 million revolving credit facility and a $500
million cash collateralized letters of credit facility while
Dynegy's $1,475 million revolving credit facility has moved to
Vistra post the completion of acquisition. In an effort to
consolidate, simplify and optimize its post-merger capital
structure, management intends to upsize the revolver at Vistra
Operations to $2.3 billion and repay the $500 million LC facility
as well as the legacy Dynegy revolver. Fitch expects Vistra to
generate a sizeable amount of free cash flow annually and maintain
a minimum of $500 million of cash on its balance sheet for working
capital purposes.

FULL LIST OF RATING ACTIONS

Fitch assigns the following ratings:

Vistra Energy

  -- IDR 'BB';

  --Senior unsecured guaranteed notes 'BB'/'RR4'.

Vistra Operations Company LLC

  --IDR 'BB';

  --First lien secured revolving credit facility 'BBB-'/'RR1';

  --First lien secured term loan 'BBB-'/'RR1'.

The Rating Outlook is Stable.


WEATHERFORD INTERNATIONAL: Fitch Affirms & Withdraws 'CCC' Ratings
------------------------------------------------------------------
Fitch Ratings has affirmed and withdrawn the following ratings:

Weatherford International plc (WFT)

  --Long-term Issuer Default Rating (IDR) at 'CCC'.

Weatherford International Ltd. (Bermuda)

  --Long-term IDR at 'CCC';

  --Senior secured term loan A at 'B'/'RR1';

  --Senior unsecured guaranteed bank facility at 'B-'/'RR2';

  --Senior unsecured notes at 'CCC-'/'RR5';

  --Short-term IDR at 'C';

  --Commercial paper program at 'C.'

Weatherford International LLC (Delaware)

  --Long-term IDR at 'CCC';

  --Senior unsecured notes at 'CCC-'/'RR5'.

Fitch has withdrawn Weatherford's ratings for commercial reasons.
Fitch reserves the right in its sole discretion to withdraw or
maintain any rating at any time for any reason it deems
sufficient.

KEY RATING DRIVERS

Exposure to a Challenged Sector: WFT's 'CCC' rating reflects
exposure to the challenged oilfield services sector and a stressed
balance sheet. In addition to an extended down-cycle, WFT's
operating performance has been impacted by its mixed asset quality
relative to peers, which is reflected in the company's weaker
margin profile. WFT has strategic initiatives in place that could
improve operating margins and reduce debt, including a $1 billion
cost savings initiative. Management believes divestitures will make
material contribution to the debt reduction efforts, with $430
million raised in December 2017 from the divestment of the U.S.
pressure pumping business while the sale process for the land
drilling rigs segment and other assets remain in progress.

Liquidity Tightening into 2019: WFT had sufficient near-term
liquidity with cash and equivalents of $387 million (excluding $72
million denominated in Angola Kwanza) and $744 million available
under its $900 million revolving credit facility at March 31, 2018.
The revolving facility was reduced by $100 million in January 2018,
after the sale of the U.S. pressure pumping and pump-down assets.
In addition, the revolving credit facility is scheduled to mature
in July 2019. Fitch expects WFT to experience negative FCF in 2018,
absent one-off working capital gains, which could further pressure
liquidity into 2019. Following refinancing activities in March
2018, WFT has no material debt maturities besides its term loan
($363 million outstanding at March 31, 2018) due July 2020 and $365
million of notes due in September 2020.

Highly Leveraged Capital Structure: WFT's high leverage and weak
FCF generation profile are key factors in the 'CCC' IDR.
Debt/EBITDA stood at 16.3x and EBITDA/interest coverage was weak at
0.9x at year-end 2017. WFT has generated negative FFO and FCF in
both 2016 and 2017, as corporate cost and liquidity management
activities were unable to offset weak demand and lower pricing for
services. Fitch forecasts close to break-even FCF in 2018 and 2019,
providing very modest ability to reduce absolute debt levels absent
incremental asset divestments or aggressive working capital
management. Improved EBITDA generation, from a combination of
recovering market conditions and cost savings initiatives, should
nonetheless support some deleveraging in 2018-2020.

Geographical Diversity: WFT operates in 90 countries. It could
capture incremental business opportunities as demand picks up
globally and E&P capex budgets grow, but excess supply in certain
product lines, mixed asset quality and limited through the cycle
reinvestment could moderate their competitiveness. Near-term, WFT's
exposure to onshore North America is revenue supportive as
operational momentum continues and E&P unit economics improve.
Fitch expects international markets will continue to lag behind the
U.S.

DERIVATION SUMMARY

WFT is the fourth largest oilfield services (OFS) company in the
world and competes with the first three listed by order of size;
Schlumberger (SLB-NR), Haliburton (HAL-NR) and GE Baker Hughes
(BHGE-NR). These peers are competitively advantaged from a scale
and asset quality standpoint relative to WFT, which supports higher
utilization rates and stronger through the cycle operating margins.
All four companies have geographically diversified operations, but
HAL and WFT have the highest exposure to North America, and
benefits from the growth-oriented North American shale market. WFT
is also more weakly positioned relative to the top three from a
financial perspective with higher leverage and limited financial
flexibility.

KEY ASSUMPTIONS

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

  --Stable WTI oil price at $55/barrel and Brent oil price at
$57.50/barrel;

  --Henry Hub gas price that trends up from $2.75/mcf in 2018 to
$3.00/mcf thereafter;

  --Consolidated revenue growth in 2018 driven by stronger North
American growth relative to international regions where Fitch
expects a recovery lag;

  --Margins that exhibit incremental cost reductions;

  --Capital expenditure of $225 million in 2018, followed by modest
capex spending increase;

  --Proceeds from divestments and one-off working capital
improvement allocated to debt reduction in 2018.

RATING SENSITIVITIES

Rating Sensitivities do not apply as the ratings have been
withdrawn.

LIQUIDITY

Sufficient Near-term Liquidity: WFT had adequate liquidity at March
31, 2018 to meet its commitments over the next 12 months. Cash and
equivalents stood at $387 million at March 31, 2018, excluding cash
denominated in Angolan Kwanza. The majority of cash has
historically been held by foreign subsidiaries outside of Ireland.
Based on the nature of its' corporate structure, WFT is able to
deploy cash without significant incremental taxes. Availability
under WFT's $900 million revolving credit agreement was $744
million at March 31, 2018. The credit agreement was reduced by $100
million in January 2018, after the sale of the U.S. pressure
pumping and pump-down assets, while the maturity remains July 2019.


Debt Maturity Profile Improved: Refinancing activities in March
2018 extended WFT's debt maturity profile by refinancing all notes
due in 2018 and 2019 to 2025. Next debt maturities to be addressed
are the $363 million outstanding under the term loan due July 2020
and the $365 million notes due in September 2020.


WESTMORELAND COAL: Reports $20.3 Million Net Loss for 1st Quarter
-----------------------------------------------------------------
Westmoreland Coal Company filed with the Securities and Exchange
Commission its Quarterly Report on Form 10-Q reporting a net loss
of $20.31 million on $295.67 million of revenues for the three
months ended March 31, 2018, compared to a net loss of $30.11
million on $347.01 million of revenues for the three months ended
March 31, 2017.

As of March 31, 2018, Westmoreland Coal had $1.63 billion in total
assets, $2.12 billion in total liabilities and a total deficit of
$489.67 million.

          Going Concern, Liquidity and Management's Plan
    
"We have significant cash requirements to fund our debt
obligations, ongoing heritage health benefit costs, pension
contributions and corporate overhead expenses.  Our consolidated
cash and cash equivalents balance as of March 31, 2018 was $78.8
million.  However, this balance includes cash and cash equivalents
of $37.5 million and $21.3 million at WMLP and the Westmoreland San
Juan Entities, respectively, as of March 31, 2018 that are
restricted and unavailable to WCC.  The cash and cash equivalents
at WMLP and the Westmoreland San Juan Entities is governed as
described in Note 6 - Debt and Lines of Credit.

"The impacts of declining industry conditions and significant debt
service requirements on the Company's financial position, results
of operations, and cash flows gives rise to substantial doubt about
our ability to pay our obligations as they come due.  In
consideration of the substantial amount of long-term debt
outstanding ... and the aforementioned declining industry
conditions and covenant defaults which required waivers or
amendments to cure, the Company has engaged advisors to assist with
the evaluation of strategic alternatives, which may include, but
not be limited to, seeking a restructuring, amendment or
refinancing of existing debt through a private restructuring or
reorganization under Chapter 11 of the Bankruptcy Code.  However,
there can be no assurances that the Company will be able to
successfully restructure its indebtedness, improve its financial
position or complete any strategic transactions.  As a result of
these uncertainties and the likelihood of a restructuring or
reorganization, management has concluded that there is substantial
doubt regarding the Company's ability to continue as a going
concern.
    
"The WMLP Term Loan matures on December 31, 2018 and WMLP does not
currently have liquidity or access to additional capital sufficient
to pay off this debt by its maturity date.  This condition gives
rise to substantial doubt about WMLP's ability to continue as a
going concern for one year after the issuance of their financial
statements.  Certain covenants in the WMLP Term Loan provide that
an audit opinion on WMLP's stand-alone consolidated financial
statements that includes an explanatory paragraph referencing
WMLP's conclusion that substantial doubt exists as to WMLP's
ability to continue as a going concern constitutes an event of
default.  The audit opinion in WMLP's Annual Report on Form 10-K
for the year ended December 31, 2017 ("WMLP's 2017 Form 10-K")
contained such an explanatory paragraph.
    
"On March 1, 2018, the WMLP Term Loan lenders waived the event of
default arising as a result of such explanatory paragraph being
included in the audit opinion in WMLP's 2017 Form 10-K.  This
waiver expires on the earlier occurrence of May 15, 2018 or upon
the occurrence of any other event of default under the WMLP Term
Loan.  Unless WMLP obtains further waivers for or otherwise cures
this event of default, the lenders could accelerate the maturity
date of the WMLP Term Loan after the waiver expires, making it
immediately due and payable.  This event of default under the WMLP
Term Loan would also constitute an event of default under our Term
Loan and 8.75% Notes, making them also immediately due and payable.
Accordingly, all outstanding principal balances and related debt
issuance costs for the WMLP Term Loan, the Term Loan and the 8.75%
Notes are presented as current debt on our Consolidated Balance
Sheets (unaudited).  We do not currently have liquidity or access
to additional capital sufficient to pay off this debt."

A full-text copy of the Quarterly Report is available at:

                      https://goo.gl/pK3NFg

                    About Westmoreland Coal

Based in Englewood, Colorado, Westmoreland Coal Company --
http://www.westmoreland.com/-- is an independent coal company
based in the United States.  The Company produces and sells thermal
coal primarily to investment grade utility customers under
long-term, cost-protected contracts.  Its focus is primarily on
mine locations which allow it to employ dragline surface mining
methods and take advantage of close customer proximity through
mine-mouth power plants and strategically located rail
transportation.  At Dec. 31, 2017, the Company's U.S. coal
operations were located in Montana, Wyoming, North Dakota, Texas,
New Mexico and Ohio, and its Canadian coal operations were located
in Alberta and Saskatchewan.  The Company sold 49.7 million tons of
coal in 2017.

Westmoreland Coal reported a net loss applicable to common
shareholders of $71.34 million for the year ended Dec. 31, 2017,
a net loss applicable to common shareholders of $27.10
million for the year ended Dec. 31, 2016, and a net loss applicable
to common stockholders of $213.64 million for the year ended Dec.
31, 2015.  As of Dec. 31, 2017, Westmoreland Coal had $1.38 billion
in total assets, $2.13 billion in total liabilities and a total
deficit of $743.44 million.

The audit opinion included in the company's Annual Report on Form
10-K for the year ended Dec. 31, 2017 contains a going concern
explanatory paragraph.  Ernst & Young LLP stated that the Company
has a substantial amount of long-term debt outstanding, is subject
to declining industry conditions that are negatively impacting the
Company's financial position, results of operations, and cash
flows, and has stated that substantial doubt exists about the
Company's ability to continue as a going concern.

                          *     *     *

As reported by the TCR on April 16, 2018, Moody's Investors Service
downgraded the ratings of Westmoreland Coal Company, including its
corporate family rating (CFR) to Caa3 from Caa1.  According to
Moody's, the downgrade reflects the company's weak liquidity
position, due to the near-term maturity of its term loan.

In March 2018, S&P Global Ratings lowered its issuer credit rating
on Westmoreland Coal Co. to 'CCC-' from 'CCC' and placed all of its
ratings on the company on CreditWatch with negative implications.
"The rating downgrade reflects our view that Westmoreland Coal Co.
(WLB) could breach its fixed charge coverage in the next three to
six months.  This would cause a cross default with its term loan
and senior notes that would become immediately due.  Westmoreland
has a $321 million term loan that matures in December 2020, and
$350 million of senior secured notes that mature in January 2022,"
S&P said, according to a TCR report dated March 13, 2018.


WESTMORELAND RESOURCE: Incurs $12.9-Mil. Net Loss in First Quarter
------------------------------------------------------------------
Westmoreland Resource Partners, LP filed with the Securities and
Exchange Commission its Quarterly Report on Form 10-Q reporting a
net loss of $12.87 million on $67.80 million of revenues for the
three months ended March 31, 2018, compared to a net loss of $8.81
million on $74.80 million of revenues for the three months ended
March 31, 2017.

As of March 31, 2018, Westmoreland Resource had $336.15 million in
total assets, $410.67 million in total liabilities and a total
deficit of $74.52 million.

The Company had cash and cash equivalents of $37.5 million and
$36.7 million as of March 31, 2018 and Dec. 31, 2017,
respectively.

          Going Concern, Liquidity and Management's Plan

The Company's Term Loan matures on Dec. 31, 2018, and accordingly
the principal balance of $314.4 million is classified as a current
liability on its Consolidated Balance Sheet as of March 31, 2018.
The Partnership said it does not currently have liquidity or access
to additional capital sufficient to pay off this debt by its
maturity date.  This condition gives rise to substantial doubt as
to the Partnership's ability to continue as a going concern within
one year after the date that these financial statements were
issued.

Certain affirmative covenants in the Company's 2014 Financing
Agreement provide that an audit opinion on the Company's
consolidated financial statements that includes an explanatory
paragraph referencing its conclusion that substantial doubt exists
as to the Partnership's ability to continue as a going concern
constitutes an event of default.  The audit report included in the
Company's 2017 Form 10-K contained such an explanatory paragraph.
On March 1, 2018, the Company entered into a waiver and amendment
number three to the 2014 Financing Agreement that waived any such
event of default arising from the inclusion of a going concern
explanatory paragraph in the audit report included in our 2017 Form
10-K.  The Waiver expires on the earlier of May 15, 2018 or the
occurrence of any other event of default that has not been waived
as part of the Waiver.  Accordingly, on expiration of the Waiver,
the lenders could accelerate the maturity date of the Term Loan,
making it immediately due and payable.

"If our lenders accelerate the maturity date of the Term Loan, we
do not currently have sufficient liquidity to repay such
indebtedness and would need additional sources of capital to do so.
We have engaged financial advisors to assess our capital
structure.  Management and our Board, with the assistance of our
advisors, are evaluating options to address the Term Loan maturity
date, which may include seeking an amendment or restructuring of
our existing debt.  We cannot provide any assurances that we will
be successful addressing the maturity date, and if we fail to do
so, it may be necessary for us to seek a private restructuring or
protection from creditors under Chapter 11 of the United States
Bankruptcy Code."

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

                     https://goo.gl/XfcX84

                  About Westmoreland Resource

Based in Englewood, Colorado, Westmoreland Resource Partners, LP
(NYSE: WMLP) -- http://www.westmorelandMLP.com/-- is a low-cost
producer of high-value thermal coal to large electric utilities
with coal-fired power plants under long-term coal sales contracts.
The Company also markets to industrial users, and is the largest
producer of surface mined coal in Ohio.

Westmoreland Resource reported a net loss of $31.75 million on
$315.6 million of revenues for the year ended Dec. 31, 2017,
compared to a net loss of $31.58 million on $349.3 million of
revenues for the year ended Dec. 31, 2016.  As of Dec. 31, 2017,
Westmoreland Resource had $347.4 million in total assets, $409.03
million in total liabilities and a total company deficit of $61.63
million.

Ernst & Young LLP, in Denver, Colorado, the Partnership's auditor
since 2015, issued a "going concern" opinion its report on the
consolidated financial statements for the year ended Dec. 31, 2017,
stating that the Partnership does not currently have liquidity or
access to additional capital sufficient to pay off its term loan
debt by its maturity date, and has stated that substantial doubt
exists about the Partnership's ability to continue as a going
concern.


WILLIAM B. LAWTON: Files Joint Chapter 11 Plan of Liquidation
-------------------------------------------------------------
William B. Lawton Company, L.L.C., River Oaks Exploration, L.L.C.
and Rayville Resources, L.L.C. filed with the U.S. Bankruptcy Court
for the Western District of Louisiana a joint plan of liquidation
and incorporated disclosure statement dated April 9, 2018.

Due to the Debtors' and their predecessors' extensive historical
exploration, development, production, acquisition and exploitation
of natural gas and crude oil properties, beginning in the 1920s,
Debtors were unable to identify all parties who may have claims
against them. However, Debtors made extensive efforts to include
all parties known to the Debtors who may have claims against them
in Schedule F or their respective Schedules. The Debtors also made
extensive efforts to compile information regarding their operations
that would assist unknown creditors in determining whether they may
have claims against the Debtors.

Class 3 under the joint liquidation plan consists of the general
unsecured claims.  Unless otherwise agreed to by the Debtors or,
after the Effective Date, the Liquidation Trustee and such Holder,
the Liquidation Trustee will pay to each Holder of an Allowed
General Unsecured Claim its Pro Rata share of any proceeds
available for distribution by the Liquidation Trust. General
Unsecured Claims have been filed against Lawton by Alltex
Exploration, Inc., Flora Trahan, Grace Ranch, Inc., Ira Ellender,
Kaiser Francis Oil Co. (claim amended to change debtor from Lawton
to River Oaks), and Ruby Gauley. Additionally, there is an
undisputed, non-contingent, liquidated claim against Lawton by
Tower Land Company, LLC listed in Lawton's Amended Schedule F.
Unsecured Claims have been filed against River Oaks by Flora
Trahan, Grace Ranch, Inc., Ira Ellender, Kaiser Francis Oil Co.
(claim amended to change debtor from Lawton to River Oaks), and
Ruby Gauley. Unsecured Claims have been filed against Rayville by
Flora Trahan, Grace Ranch, Inc., Ira Ellender, and Ruby Gauley.
Class 3 is impaired under the plan.

Upon completion of the Debtors' final tax return and the entry of a
final decree closing the Bankruptcy Case, the Reorganized Debtors
will be deemed dissolved for all purposes in accordance with
applicable state laws.

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

     http://bankrupt.com/misc/lawb17-20948-86.pdf

                  William B. Lawton Co.

William B. Lawton Co., LLC, River Oaks Exploration, LLC, and
Rayville Resources, LLC, are engaged in the oil and gas extraction
business.

The Debtors sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. W.D. La. Case Nos. 17-20948 to 17-20950) on Oct. 10,
2017.  In the petitions signed by William T. Drost, its president,
the Debtor estimated assets of less than $500,000 and liabilities
of $1 million to $10 million.  Judge Robert Summerhays presides
over the cases.  Lisa M. Hedrick, Esq., at Adams and Reese LLP,
serves as Chapter 11 counsel to the Debtors.


YOUNG MEN'S: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Young Men's Christian Association of Greater Pittsburgh
           aka YMCA of Greater Pittsburgh
        420 Fort Duquesne Boulevard, Suite 625
        Pittsburgh, PA 15222

Business Description: YMCA of Greater Pittsburgh --
                      http://www.ymcaofpittsburgh.org-- is a
                      501c(3) charitable organization committed to
                      closing the achievement gap, eliminating
                      health disparities and providing aid to
                      financially struggling families throughout
                      the greater Pittsburgh region.  The
                      organization is committed to strengthening
                      communities through youth development,
                      healthy living and social responsibility.
                      YMCA of Greater Pittsburgh is headquartered
                      in Pittsburgh, Pennsylvania.

Chapter 11 Petition Date: May 8, 2018

Case No.: 18-21898

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

Judge: Hon. Thomas P. Agresti

Debtor's Counsel: Matthew James Burne, Esq.
                  TUCKER ARENSBERG, P.C.
                  1500 One PPG Place
                  Pittsburgh, PA 15222
                  Tel: 412-594-5621
                  Fax: 412-594-5619
                  Email: mburne@tuckerlaw.com

                     - and -

                  Michael A. Shiner, Esq.
                  TUCKER ARENSBERG, P.C.
                  1500 One PPG Place
                  Pittsburgh, PA 15222       
                  Tel: 412-566-1212
                  Fax: 412-594-5619
                  Email: mshiner@tuckerlaw.com

Estimated Assets: $50 million to $100 million

Estimated Liabilities: $10 million to $50 million

The petition was signed by Kevin Bolding, president and chief
executive officer.

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

        http://bankrupt.com/misc/pawb18-21898.pdf

List of Debtor's 20 Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
ABC Transit, Inc.                       Trade              $8,632

The Adventure Network                   Trade              $7,098

Al's Construction                       Trade             $12,620

Allsopp's Lawn Service                  Trade             $10,000

B & R Pools & Swim Shop                 Trade              $8,928

Blackbaud                               Trade             $30,733
Email: accounts.receivable@blackbaud.com

Castle Maintence Products               Trade             $23,459

Ceridian                          Payroll Services         $9,820

Climatech Inc                           Trade             $39,709

Kat Electronic                          Trade             $12,427

McManus Merchants                       Trade             $20,044

MSP Commercial                          Lease            $264,271
Subtenant, L.P.
Southpointe Plaza I, Suite 400
400 Southpointe Blvd.
Canonsburg, PA 15317

Niggel Lawn Care LLC                    Trade             $17,537

RDMS Landscaping, LLC                   Trade             $10,920

Ricupero, Inc.                          Trade              $8,571

Simpson Mc Crady Insurance            Insurance            $8,250

Specialty Pool                    Pool Construction      $111,962
Contractors Inc.

Tudi Mechanical Systems                  Trade             $7,461

Unifirst Corporation                     Trade            $23,518

W.B. Mason Co., Inc.                     Trade             $8,086


ZITNER CANDY: Hires Ciardi Ciardi & Astin as Counsel
----------------------------------------------------
Zitner Candy Corp. seeks authority from the United States
Bankruptcy Court for the Eastern District of Pennsylvania
(Philadelphia) to hire Ciardi Ciardi & Astin as counsel.

Services Ciardi Ciardi & Astin will render are:

     a. give the Debtor legal advice with respect to its powers and
duties as a Debtor-in-possession;

     b. prepare on behalf of the Debtor any necessary applications,
answers, orders, reports, and other legal papers; and
    
     c. perform all other legal services for the Debtor which may
be necessary.

Ciardi Ciardi's hourly rates are:

     Albert A. Ciardi, III   $515
     Jennifer C. McEntee     $350
     Daniel S. Siedman       $300
     Stephanie Frizlen       $120

Albert A. Ciardi, III, Esq., a partner with the law firm Ciardi
Ciardi & Astin, attests that neither he nor any member of his firm
holds any interest adverse to the estate and the firm is a
disinterested person as that term is defined in 11 U.S.C. Sec.
101(14).

The firm can be reached through:

     Albert A. Ciardi, III, Esq.
     CIARDI CIARDI & ASTIN, P.C.
     One Commerce Square
     2005 Market Street, Suite 3500
     Philadelphia, PA 19103
     Tel: (215) 557-3550
     Fax: 215-557-3551
     Email: aciardi@ciardilaw.com

           - and -

     Jennifer E. Cranston, Esq.
     CIARDI CIARDI & ASTIN, P.C.
     One Commerce Square
     2005 Market Street, Suite 3500
     Philadelphia, PA 19103
     Tel: 215 557 3550
     Email: jcranston@ciardilaw.com

                     About Zitner Candy Corp.

Zitner Candy Corp. is a privately held company in Philadelphia,
Pennsylvania engaged in the manufacturing of candies and other
confectionery products.  Its subsidiary Zitner Station listed its
business as a Single Asset Real Estate (as defined in 11 U.S.C.
Section 101(51B)).

Zitner Candy Corp. and its subsidiary Zitner Station Development
Group, L.P., sought Chapter 11 protection (Bankr. E.D. Pa. Case No.
18-12482 and 18-12484) on April 13, 2018.  In the petitions signed
by Evan D. Prochniak, president, the Debtors estimated $1 million
to $10 million in assets and liabilities.  The case is assigned to
Judge Magdeline D. Coleman.  Albert A. Ciardi, III, Esq. and
Jennifer E. Cranston, Esq. at CIARDI CIARDI & ASTIN, P.C., serve as
the Debtors' counsel.


[^] Recent Small-Dollar & Individual Chapter 11 Filings
-------------------------------------------------------
In re 5431-33 S. Wabash LLC
   Bankr. N.D. Ill. Case No. 18-12463
      Chapter 11 Petition filed April 27, 2018
         See http://bankrupt.com/misc/ilnb18-12463.pdf
         represented by: J. Kevin Benjamin, Esq.
                         BENJAMIN & BRAND LLP
                         E-mail: attorneys@benjaminlaw.com

In re 5437 S. Wabash LLC
   Bankr. N.D. Ill. Case No. 18-12476
      Chapter 11 Petition filed April 27, 2018
         See http://bankrupt.com/misc/ilnb18-12476.pdf
         represented by: J. Kevin Benjamin,, Esq.
                         BENJAMIN & BRAND LLP
                         E-mail: attorneys@benjaminlaw.com

In re Jim Sutton Farms, LLC
   Bankr. S.D. Ind. Case No. 18-90592
      Chapter 11 Petition filed April 27, 2018
         See http://bankrupt.com/misc/insb18-90592.pdf
         Filed Pro Se

In re Hendrikus Edward Ton
   Bankr. E.D. La. Case No. 18-11101
      Chapter 11 Petition filed April 27, 2018
         See http://bankrupt.com/misc/laeb18-11101.pdf
         represented by: Stewart F. Peck, Esq.
                      LUGENBUHL, WHEATON, PECK, RANKIN & HUBBARD
                         E-mail: speck@lawla.com

In re CB Services, Inc.
   Bankr. E.D. Mich. Case No. 18-46185
      Chapter 11 Petition filed April 27, 2018
         See http://bankrupt.com/misc/mieb18-46185.pdf
         represented by: Robert N. Bassel, Esq.
                         E-mail: bbassel@gmail.com

In re 32-49 107 Street Inc.
   Bankr. E.D.N.Y. Case No. 18-42400
      Chapter 11 Petition filed April 27, 2018
         See http://bankrupt.com/misc/nyeb18-42400.pdf
         Filed Pro Se

In re Capital Management of Jamaica Inc.
   Bankr. E.D.N.Y. Case No. 18-42406
      Chapter 11 Petition filed April 27, 2018
         See http://bankrupt.com/misc/nyeb18-42406.pdf
         Filed Pro Se

In re Myla Joyce Assited Living Homes, LLC
   Bankr. S.D. Tex. Case No. 18-32152
      Chapter 11 Petition filed April 27, 2018
         See http://bankrupt.com/misc/txsb18-32152.pdf
         represented by: Jessica Lee Hoff, Esq.
                         HOFF LAW OFFICES PC
                         E-mail: jhoff@hofflawoffices.com

In re Breton L. Morgan, M.D., Inc.
   Bankr. S.D.W.V. Case No. 18-30195
      Chapter 11 Petition filed April 27, 2018
         See http://bankrupt.com/misc/wvsb18-30195.pdf
         represented by: Joe M. Supple, Esq.
                         SUPPLE LAW OFFICE PLLC
                         E-mail: info@supplelaw.net

In re Elie N. Touma
   Bankr. D.N.J. Case No. 18-18494
      Chapter 11 Petition filed April 27, 2018
         represented by: Russell L. Low, Esq.
                         LOW & LOW
                         E-mail: rbear611@aol.com

In re Ronnie C. Whitefield, Jr.
   Bankr. M.D. Tenn. Case No. 18-02883
      Chapter 11 Petition filed April 27, 2018
         represented by: Christopher Mark Kerney, Esq.
                         KERNEY LAW OFFICE
                         E-mail: chris@kerneylaw.com

In re Devorshia Janell Russell
   Bankr. S.D. Tex. Case No. 18-32186
      Chapter 11 Petition filed April 28, 2018
         represented by: Susan Tran, Esq.
                         CORRAL TRAN SINGH LLP
                         E-mail: susan.tran@ctsattorneys.com

In re Judith F. Tallarico
   Bankr. C.D. Cal. Case No. 18-14876
      Chapter 11 Petition filed April 29, 2018
         represented by: Lewis R. Landau, Esq.
                         E-mail: Lew@Landaunet.com

In re Stephen W Byrd
   Bankr. N.D. Cal. Case No. 18-50957
      Chapter 11 Petition filed April 29, 2018
         represented by: Lars T. Fuller, Esq.
                         THE FULLER LAW FIRM
                         E-mail: Fullerlawfirmecf@aol.com

In re Palmer Park/Landover Boys & Girls Club, Inc.
   Bankr. D. Md. Case No. 18-15719
      Chapter 11 Petition filed April 29, 2018
         See http://bankrupt.com/misc/mdb18-15719.pdf
         represented by: Kimberly Taylor Logan, Esq.
                         TAYLOR LOGAN LAW FIRM, PLLC
                          E-mail: ktl_legal@verizon.net

In re Jamiu Lawal
   Bankr. D. Md. Case No. 18-15723
      Chapter 11 Petition filed April 29, 2018
         represented by: Chidiebere Onukwugha, Esq.
                         ONUKWUGHA & ASSOCIATES, LLC
                         E-mail: rsvpco@yahoo.com

In re Carmen Hernandez
   Bankr. S.D.N.Y. Case No. 18-11224
      Chapter 11 Petition filed April 29, 2018
         represented by: Mark E. Cohen, Esq.
                         E-mail: MECESQ2@aol.com

In re Elie N. Touma
   Bankr. D.N.J. Case No. 18-18494
      Chapter 11 Petition filed April 27, 2018
         represented by: Russell L. Low, Esq.
                         LOW & LOW
                         E-mail: rbear611@aol.com

In re Ronnie C. Whitefield, Jr.
   Bankr. M.D. Tenn. Case No. 18-02883
      Chapter 11 Petition filed April 27, 2018
         represented by: Christopher Mark Kerney, Esq.
                         KERNEY LAW OFFICE
                         E-mail: chris@kerneylaw.com

In re Devorshia Janell Russell
   Bankr. S.D. Tex. Case No. 18-32186
      Chapter 11 Petition filed April 28, 2018
         represented by: Susan Tran, Esq.
                         CORRAL TRAN SINGH LLP
                         E-mail: susan.tran@ctsattorneys.com

In re Judith F. Tallarico
   Bankr. C.D. Cal. Case No. 18-14876
      Chapter 11 Petition filed April 29, 2018
         represented by: Lewis R. Landau, Esq.
                         E-mail: Lew@Landaunet.com

In re Stephen W Byrd
   Bankr. N.D. Cal. Case No. 18-50957
      Chapter 11 Petition filed April 29, 2018
         represented by: Lars T. Fuller, Esq.
                         THE FULLER LAW FIRM
                         E-mail: Fullerlawfirmecf@aol.com

In re Palmer Park/Landover Boys & Girls Club, Inc.
   Bankr. D. Md. Case No. 18-15719
      Chapter 11 Petition filed April 29, 2018
         See http://bankrupt.com/misc/mdb18-15719.pdf
         represented by: Kimberly Taylor Logan, Esq.
                         TAYLOR LOGAN LAW FIRM, PLLC               
          E-mail: ktl_legal@verizon.net

In re Jamiu Lawal
   Bankr. D. Md. Case No. 18-15723
      Chapter 11 Petition filed April 29, 2018
         represented by: Chidiebere Onukwugha, Esq.
                         ONUKWUGHA & ASSOCIATES, LLC
                         E-mail: rsvpco@yahoo.com

In re Carmen Hernandez
   Bankr. S.D.N.Y. Case No. 18-11224
      Chapter 11 Petition filed April 29, 2018
         represented by: Mark E. Cohen, Esq.
                         E-mail: MECESQ2@aol.com

In re Marcelo Martinez
   Bankr. C.D. Cal. Case No. 18-11125
      Chapter 11 Petition filed May 1, 2018
         represented by: Matthew D. Resnik, Esq.
                         SIMON RESNIK HAYES LLP
                         E-mail: matt@srhlawfirm.com

In re Cire Commercial Real Estate, Inc.
   Bankr. C.D. Cal. Case No. 18-11127
      Chapter 11 Petition filed May 1, 2018
         See http://bankrupt.com/misc/cacb18-11127.pdf
         represented by: Michael R. Totaro, Esq.
                         TOTARO & SHANAHAN
                         E-mail: Ocbkatty@aol.com

In re Karla Enid Ramirez
   Bankr. C.D. Cal. Case No. 18-15055
      Chapter 11 Petition filed May 1, 2018
         represented by: Lionel E. Giron, Esq.
                         LAW OFFICES OF LIONEL E. GIRON
                         E-mail: notices@lglawoffice.com

In re CRT Recovery, Inc. f/k/a Creeper Recovery & Towing, Inc.
   Bankr. S.D. Fla. Case No. 18-15248
      Chapter 11 Petition filed May 1, 2018
         See http://bankrupt.com/misc/flsb18-15248.pdf
         represented by: Mark S. Roher, Esq.
                         LAW OFFICE OF MARK S. ROHER, P.A.
                         E-mail: mroher@markroherlaw.com

In re Care One Home Health, Inc.
   Bankr. S.D. Fla. Case No. 18-15256
      Chapter 11 Petition filed May 1, 2018
         See http://bankrupt.com/misc/flsb18-15256.pdf
         represented by: Rachamin Cohen, Esq.
                         COHEN LEGAL SERVICES, PA
                         E-mail: Rocky@cohenlegalservicesfl.com

In re Scott D. Tomczyk
   Bankr. N.D. Ill. Case No. 18-12790
      Chapter 11 Petition filed May 1, 2018
         represented by: Gregory K. Stern, Esq.
                         GREGORY K. STERN, P.C.
                         E-mail: greg@gregstern.com

In re Karen Gene Williams and John Walter Williams
   Bankr. S.D. Ill. Case No. 18-40393
      Chapter 11 Petition filed May 1, 2018
         represented by: Douglas A. Antonik, Esq.
                         E-mail: antoniklaw@charter.net

In re John Martin Williams
   Bankr. S.D. Ill. Case No. 18-40394
      Chapter 11 Petition filed May 1, 2018
         represented by: Michael A. Monahan, Esq.
                         LIPPITT OKEEFE GORNBEIN PLLC
                         E-mail: amonahan@lippittokeefe.com

In re Brian Scott Guillory and Kelli Cherie Guillory
   Bankr. W.D. La. Case No. 18-20361
      Chapter 11 Petition filed May 1, 2018
         represented by: James E. Sudduth, III, Esq.
                         SUDDUTH & ASSOCIATES, LLC
                         E-mail: james@saa.legal

In re Richard Castronova
   Bankr. D.N.J. Case No. 18-18894
      Chapter 11 Petition filed May 1, 2018
         represented by: John J. Scura, III, Esq.
                         SCURA, WIGFIELD, HEYER & STEVENS, LLP
                         E-mail: jscura@scuramealey.com

In re JMG Restaurant Group LLC
   Bankr. E.D.N.Y. Case No. 18-42552
      Chapter 11 Petition filed May 1, 2018
         See http://bankrupt.com/misc/nyeb18-42552.pdf
         represented by: Lawrence Morrison, Esq.
                         MORRISON TENENBAUM, PLLC
                         E-mail: lmorrison@m-t-law.com

In re Andrew F. Kuzy and Colleen A. Kuzy
   Bankr. W.D. Pa. Case No. 18-21728
      Chapter 11 Petition filed May 1, 2018
         represented by: Brian C. Thompson, Esq.
                         THOMPSON LAW GROUP, P.C.
                         E-mail: bthompson@ThompsonAttorney.com

In re Kenoy Wayne Kennedy and Charressa Brooke Kennedy
   Bankr. N.D. Tex. Case No. 18-31549
      Chapter 11 Petition filed May 1, 2018
         represented by: Joyce W. Lindauer, Esq.
                         JOYCE W. LINDAUER ATTORNEY, PLLC
                         E-mail: joyce@joycelindauer.com

In re Dan R. Williams
   Bankr. E.D. Va. Case No. 18-11568
      Chapter 11 Petition filed May 1, 2018
         represented by: Daniel M. Press, Esq.
                         CHUNG & PRESS, P.C.
                         E-mail: dpress@chung-press.com

In re The Candle Connection, Inc.
   Bankr. E.D. Wash. Case No. 18-01266
      Chapter 11 Petition filed May 1, 2018
         See http://bankrupt.com/misc/waeb18-01266.pdf
         represented by: Charles R Steinberg, Esq.
                         STEINBERG LAW FIRM PS
                         E-mail: steinbergc@me.com

In re Collective on Tap LLC
   Bankr. W.D. Wash. Case No. 18-11791
      Chapter 11 Petition filed May 1, 2018
         See http://bankrupt.com/misc/wawb18-11791.pdf
         represented by: Amy Wilburn, Esq.
                         ADVANTAGE LEGAL GROUP
                         E-mail: amy@advantagelegalgroup.com

In re MS Diagnostic Laboratory LLC
   Bankr. C.D. Cal. Case No. 18-15114
      Chapter 11 Petition filed May 2, 2018
         See http://bankrupt.com/misc/cacb18-15114.pdf
         represented by: Michael Y. Lo, Esq.
                         LO & LO LLP
                         E-mail: bklolaw@gmail.com

In re FOMO Glass, LLC
   Bankr. N.D. Fla. Case No. 18-40236
      Chapter 11 Petition filed May 2, 2018
         See http://bankrupt.com/misc/flnb18-40236.pdf
         represented by: Thomas B. Woodward, Esq.
                         E-mail: woodylaw@embarqmail.com

In re John Joseph Finckbeiner, Jr.
   Bankr. E.D. La. Case No. 18-11137
      Chapter 11 Petition filed May 2, 2018
         represented by: Leo D. Congeni, Esq.
                         E-mail: leo@congenilawfirm.com

In re Rosefield Construction Inc.
   Bankr. E.D.N.Y. Case No. 18-72996
      Chapter 11 Petition filed May 2, 2018
         See http://bankrupt.com/misc/nyeb18-72996.pdf
         Filed Pro Se

In re Joaquin Dean
   Bankr. S.D.N.Y. Case No. 18-11281
      Chapter 11 Petition filed May 2, 2018
         Filed Pro Se

In re E A N S CORP
   Bankr. D.P.R. Case No. 18-02452
      Chapter 11 Petition filed May 2, 2018
         See http://bankrupt.com/misc/prb18-02452.pdf
         represented by: Hector Eduardo Pedrosa, Esq.
                  THE LAW OFFICES OF HECTOR EDUARDO PEDROSA-LUNA
                         E-mail: hectorpedrosa@gmail.com

In re Mossy Metals, LLC
   Bankr. S.D. Tex. Case No. 18-32391
      Chapter 11 Petition filed May 2, 2018
         See http://bankrupt.com/misc/txsb18-32391.pdf
         represented by: Margaret Maxwell McClure, Esq.
                         LAW OFFICE OF MARGARET M. MCCLURE
                         E-mail: margaret@mmmcclurelaw.com

In re Jeness Uniform Centers, LLC and Richard Cruce
   Bankr. E.D. Va. Case No. 18-71557
      Chapter 11 Petition filed May 2, 2018
         See http://bankrupt.com/misc/vaeb18-71557.pdf
         represented by: Kelly Megan Barnhart, Esq.
                         ROUSSOS, GLANZER & BARNHART, PLC
                         E-mail: barnhart@rgblawfirm.com


                            *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

TCR subscribers have free access to our on-line news archive.
Point your Web browser to http://TCRresources.bankrupt.com/and use
the e-mail address to which your TCR is delivered to login.

                            *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.  
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog,
Meriam Fernandez, Joel Anthony G. Lopez, Cecil R. Villacampa,
Sheryl Joy P. Olano, Psyche A. Castillon, Ivy B. Magdadaro, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman, Editors.

Copyright 2018.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $975 for 6 months delivered via
e-mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Peter A.
Chapman at 215-945-7000.

                   *** End of Transmission ***