TCR_Public/160420.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Wednesday, April 20, 2016, Vol. 20, No. 111

                            Headlines

4522 KATELLA AVENUE: Selling Apartment Complexes for $2.63M
7 BAY CORP: Asks Court to Extend Plan Exclusivity to June 14
A L EASTMOND: Court Extends Plan Exclusivity to June 28
ACRISURE LLC: S&P Assigns 'B' CCR, Outlook Stable
ADVANCED DRAINAGE: Gets New York Stock Exchange Listing Extension

AFFIRMATIVE INSURANCE: Kilpatrick Townsend OK'd as Panel's Counsel
AFFIRMATIVE INSURANCE: Potter Anderson Okayed as Panel Co-Counsel
ALLIED CONSOLIDATED: U.S. Steel Asks for Trustee to Oversee Cases
ALLIED FINANCIAL: Seeks $50K Financing From Allied Management
ALPHA NATURAL: CFO Eidson Now Part of 2016 Bonus Plan

ALROSE KING: Plan Administrator Seeks to Adjourn Reopening Hearing
AMERICAN AIRLINES: Moody's Assigns Ba1 Rating on New $750MM Loan
AMERICAN AIRLINES: S&P Assigns 'BB+' Rating on $750MM Loan B
AMERICAN HOSPICE: Section 341(a) Meeting Set on April 26
AMERICAN TIRE: Moody's Lowers CFR to B3, Outlook Stable

ARCH COAL: Financial Projections Through 2018 Filed
ASSOCIATED WHOLESALERS: Seeks Aug. 1 Extension of Removal Period
AUSTIN HOUSE: U.S. Trustee Unable to Appoint Committee
AXIOS MOBILE: Delays Financial Filings, Applies for MCTO
BLU COMPANIES: Selling Bluon Stake for $3M of Strathspey Stock

CALUMET SPECIALTY: S&P Lowers CCR to 'B-', Outlook Stable
CAPITOL LAKES: U.S. Trustee Objects to Prime Clerk Employment
CARROLS RESTAURANT: Moody's Affirms B3 CFR, Outlook Positive
CASINO REINVESTMENT: Moody's Cuts Rating on $61.7MM Bonds to Ba2
CATALENT PHARMA: S&P Assigns 'BB-' CCR, Outlook Stable

CCO HOLDINGS: Fitch Rates New 2026 Sr. Unsecured Notes 'BB-'
CEB INC: Moody's Affirms Ba2 CFR & Rates Proposed Facilities Ba1
CENTRAL BEEF: Can Deposit Payments for Accounts Receivable
CENTRAL BEEF: Chapter 11 Cases Jointly Administered
D.A.B. GROUP: Court Approves Maltz Auctions as Trustee's Broker

D.J. SIMMONS: Seeks to Use BOKF Cash Collateral through May 16
DEX MEDIA: Reportedly Preparing to File for Bankruptcy
EAST DUBUQUE: Moody's to Withdraw Ratings on Completed Merger
EMERALD OIL: Court OKs Joint Administration of Chapter 11 Cases
ENERGY XXI: Deal With Lenders Require Ch. 11 Exit by Sept. 2

ENERGY XXI: Seeks Approval to Use Cash Collateral
ENERGY XXI: Seeks to Limit Trading to Protect NOLs
ENERGY XXI: Seeks to Pay $10.2 Million to Critical Vendors
EXTREME PLASTICS: Taps Paul Hastings as Counsel
FANNIE MAE & FREDDIE MAC: Josh Angel Sends Directors Draft Lawsuits

FELD LIMITED: Court Approves $900K Sale of Velp Avenue Property
FELD LIMITED: Court Approves Mary Guldan-Lindstrom as Accountant
FOUNTAINS OF BOYNTON: Has Final OK for Bradley Shraiberg as Counsel
FRAC SPECIALISTS: Employs Real Estate One as Broker
FRAC SPECIALISTS: Hires DeLoera as Real Estate Broker

FRAC SPECIALISTS: Wants to Sell Trucks to Cornerstone for $126K
FREE GOSPEL: Burns Law Firm Approved as Substitute Counsel
FREIF NAP I: S&P Affirms 'BB-' Rating on $250MM Sr. Sec. Loan
FRESH MARKET: Moody's Assigns B2 CFR & Rates $100MM Facility Ba2
FRESH MARKET: S&P Assigns 'B' CCR & Rates $100MM Revolver 'BB-'

G&G UNIVERSAL: U.S. Trustee Unable to Appoint Committee
GENESYS RESEARCH: Trustee Hires Paul Saperstein as Auctioneer
GENESYS RESEARCH: Wants Online Auction for Research Equipment
GOODMAN AND DOMINGUEZ: Wants Plan Exclusivity Extended to Aug. 1
GOODRICH PETROLEUM: Moody's Lowers PDR to D-PD on Ch. 11 Filing

GREAT BASIN: Receives Nasdaq Staff Determination Letter
HAGGEN HOLDINGS: Can Commence Closing Sales at 3 Stores
HAGGEN HOLDINGS: Can Sell Opco Pharmacy Assets to Thrifty
HAGGEN HOLDINGS: Court Authorizes Sale of 29 Stores to Albertson's
HAGGEN HOLDINGS: Needs Until Aug. 3 to Remove Actions

HARBORVIEW TOWERS COUNCIL: Files Schedules of Assets & Liabilities
HHCS INC: Gibbons PC Okayed as Counsel for Patient Care Ombudsman
HHCS INC: Harter Secrest Okayed as HHHW's Legal Counsel
HHCS INC: No Objections Against CohnReznick Employment
HHH CHOICES: Committee Wants Hearing in Bid to Appoint Adjourned

HII TECHNOLOGIES: Court Approves 3rd Amended Plan
JASMINE HOLDINGS: Case Summary & 2 Unsecured Creditors
JOHN DAVIS: 18 Trailers to Be Sold by Plan Trustee for $496,500
JUMIO INC: K&L Gates, Pachulski File Rule 2019 Statement
KIRWAN OFFICES: Shareholder Asks Court to Dismiss Ch. 11 Case

LOGAN'S ROADHOUSE: Moody's Lowers CFR to Ca, Outlook Negative
LOGAN'S ROADHOUSE: S&P Lowers CCR to 'D' on Missed Interest Payment
LOUISIANA PELLETS: Has Until April 28 to File Schedules
MAGNETATION LLC: Taps Hilco as Appraisers
MAGNUM HUNTER: Court Confirms Ch. 11 Reorganization Plan

MCGAHAN FAMILY LP: Seeks to Sell Property for $7,000
MCGRAW-HILL EDUCATION: S&P Assigns 'B' CCR, Outlook Stable
MEDICAL EDUCATIONAL: Chapter 11 Case Dismissed
MERITAGE HOMES: Moody's Raises CFR to Ba2, Outlook Stable
MHGE PARENT: Moody's Affirms B2 CFR & Rates Credit Facility Ba3

MICHAEL KING: UST Opposes Sale, Wants Dismissal or Ch. 11 Trustee
MILITARY ENVIRONMENTAL: Case Summary & 20 Top Unsecured Creditors
MILLER AUTO PARTS: Court Approves Settlement of GM Claims
MILLER AUTO PARTS: Court Approves Settlement With Goodman's Estate
MISSION GROUP: Wright Career College Files for Bankruptcy

MITEL NETWORKS: Moody's Puts B2 CFR on Review for Possible Upgrade
MOLYCORP INC: Oaktree's Takeover Delayed by Too Many New Owners
MRR PROPERTIES: Voluntary Chapter 11 Case Summary
MULTIPLAN INC: S&P Raises CCR to 'B+', Outlook Stable
NEW GULF RESOURCES: Court Confirms First Amended Plan

NNN MET CENTER: Has Deal with GECMC, Wants Ch. 11 Case Dismissed
NNN MET: Court Approves Settlement, Dismisses Chapter 11 Cases
NORTEL NETWORKS: Court Fight Resumes with $2-Bil. Spent on Fees
NORTH AMERICAN LIFTING: S&P Cuts CCR to CCC+ on Continued Weakness
NORTH-SOUTH ENTITY: Judge Dismisses Show Cause Order

OPTIMAS OE: Moody's Lowers CFR to Caa1, Outlook Remains Stable
OSAGE EXPLORATION: Apr. 30 Challenge Deadline Extension Granted
OSAGE EXPLORATION: Hires Middleton as Tax Accountants
OSAGE EXPLORATION: UCC Calls EIP an Impermissible Retention Plan
PACIFIC SUNWEAR: Delisted From Nasdaq; Now Trades at OTC

PACIFIC SUNWEAR: Has Interim Approval of $100M Wells Fargo Loan
PACIFIC SUNWEAR: Hires Klee Tuchin as Bankruptcy Counsel
PACIFIC SUNWEAR: Hires Young Conaway as Bankruptcy Co-counsel
POPEXPERT INC: Meeting to Form Creditors' Panel Set for April 22
PRESCOTT VALLEY: Time to Decide on Leases Extended to Sept. 30

R. SCOTT APPLING: Ch. 7 Debtor Must Pay Debt Owed to Law Firm
RCR CAR CARE: U.S. Trustee Unable to Appoint Committee
RCS CAPITAL: Court OKs Joint Administration of Additional Cases
REPUBLIC AIRWAYS: Court Approves KPMG LLP as Tax Consultant
REPUBLIC AIRWAYS: Unsecureds to See Less Than 50% Recovery

ROSEVILLE SENIOR: Court Okays Sanders Rehaste as Trustee Counsel
RWL INVESTMENTS: Banks Oppose Cash Collateral Use
SABINE OIL: Creditors' Committee Appeal Ruling on Merger Claims
SHEEHAN PIPE LINE: Hires McDonald McCann as Attorneys
SHEEHAN PIPE LINE: Taps Warley & Co. as Restructuring Consultant

SIGA TECHNOLOGIES: Inks Employment Agreements with Rose, et al.
SITEONE LANDSCAPE: Moody's Assigns B1 CFR, Outlook Stable
STALLION OILFIELD: Moody's Lowers CFR to Caa3, Outlook Negative
STAPLES INC: Fitch Cuts LT Issuer Default Rating to 'BB+'
STARR PASS: Files Rule 2015.3 Periodic Report

STATION CASINOS: S&P Puts 'B' CCR on CreditWatch Positive
SWIFT ENERGY: Kor Ferry Approved as Executive Search Advisors
TAVERNA OUZO: Court Extends Plan Exclusivity to Aug. 14
TEEKAY CORP: Moody's Lowers CFR to B3, on Review for Downgrade
TIMOTHY WRIGHT: Exclusive Solicitation Period Extended to June 30

TRONOX LTD: S&P Lowers CCR to 'B+' on Expected Weaker Performance
VENOCO INC: April 21 Final Hearing on $35MM DIP Financing Request
VENOCO INC: Court OKs Joint Administration of Chapter 11 Cases
VENT ALARM: Court Refuses to Stay Bird Contract Assumption Order
VESTIS RETAIL: Asks Court to Approve $125-Mil. DIP Financing

VESTIS RETAIL: Case Summary & 40 Largest Unsecured Creditors
VESTIS RETAIL: Expects to Complete Sale to Versa mid-Summer
VESTIS RETAIL: Hires KCC as Claims and Noticing Agent
VESTIS RETAIL: Joint Administration of Cases Sought
VESTIS RETAIL: To Close All 47 Sport Chalet Stores

VIRGIN ISLANDS WAFA: Fitch Cuts $127MM Revenue Bonds to 'BB-'
WALTER ENERGY: Wants Deferred Compensation Plan Trust Terminated
WASHINGTON PROPERTIES: Case Summary & 20 Top Unsecured Creditors
WESTERN RESERVE OF MEDINA: Voluntary Chapter 11 Case Summary
ZUCKER GOLDBERG: DSI Approved as Accountant for Examiner

[*] Oaktree Said to Hire CarVal Asia Head for Distressed Deals

                            *********

4522 KATELLA AVENUE: Selling Apartment Complexes for $2.63M
-----------------------------------------------------------
4522 Katella Avenue, LLC, on April 18, 2016, filed a motion is
asking the U.S. Bankruptcy Court for the District of Kansas for
approval to sell two of its three apartment complexes to Imprimis
Management LLC for $2,625,000.

The sale is for the real estate including all buildings and
fixtures.  The buyer will purchase the Properties on an "As Is"
"Where Is" basis.  The sale will be free and clear of all liens,
encumbrances or other interests and such liens, encumbrances, or
other interests shall attach to the proceeds of the sale.  The
apartment complexes to be sold to Imprimis are:

   * Parkside Apartments, located at 928 North Carter, Wichita,
Kansas 67203 and legally described as: EVEN LOTS 48 TO 64 INC.
CARTER AVE. RIVERSIDE ADD.("Carter"), and

   * Longfellow Apartments, located at 1212 South Longfellow,
Wichita, Kansas 67207 and legally described as: LOTS 4-5 EXC E
163.22 FT BRANSON 2ND. ADD.("Longfellow.").

On Jan. 5, 2016 the Debtor entered into a Purchase and Sale
Agreement and Escrow Instructions to sell the Properties to
Imprimis.  Imprimis has deposited $25,000 in an escrow account with
First American Title.  The buyer's due diligence was set at April
6, 2016. The Closing Date is scheduled for May 12, 2016.

At closing the Debtor will pay closing costs as follows: agent
fees, title commitment fee, title company fees, and all other costs
associated with the sale of the Properties.  Berkshire Hathaway
Home Services/PenFed Realty, transaction brokers will be paid at
closing a 6% commission of the sale price.

ColFin MF5 Funding LLC and CDFC III MF4 Funding, LLC, hold
mortgages on the Properties.  Their liens will attach to the sale
proceeds of the Properties.  Their acceptance of payment at closing
will not prejudice any future attempts to collect additional sums
it claims is owed to them.

A hearing on the Debtor's motion to sell is slated for June 2,
2016, at 10:30 a.m.  Objections are due May 9, 2016.

Attorney for the Debtor:

         David G. Arst, Esq.
         ARST & ARST, P.A.
         555 N. Woodlawn, Ste. 115
         Wichita, KS 67208
         Phone: (316) 265-4222
         Fax: (316) 265-1241
         E-mail: david@arstarst.kscoxmail.com

                     About 4522 Katella Avenue

Long Beach, California-based 4522 Katella Avenue, LLC, owner of
three apartment complexes, sought protection under Chapter 11 of
the Bankruptcy Code on September 25, 2015 (Bankr. D. Ks. Case No.
15-12107).  

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

4522 Katella is represented by David G. Arst, at Arst & Arst, P.A.


7 BAY CORP: Asks Court to Extend Plan Exclusivity to June 14
------------------------------------------------------------
7 Bay Corp. asks the U.S. Bankruptcy Court for the District of
Massachusetts to extend, pursuant to 11 U.S.C. Sec. 1121(d), the
times within which the Debtor has the exclusive right to file a
Plan of Reorganization and solicit approval of the Plan.  Presently
the period during which the Debtor has the exclusive right to file
a Plan  expires on April 15, 2016, and the period to obtain
acceptances thereof will expire on June 14, 2016.  The Debtor
requests that the Court extend the Exclusivity Period through and
including June 14, 2016 and the Acceptance Period through and
including August 13, 2016.

Objections are due April 29.  If no objections are filed, the Court
may allow the motion without further process.

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


A L EASTMOND: Court Extends Plan Exclusivity to June 28
-------------------------------------------------------
Hon. Sean H. Lane of the U.S. Bankruptcy Court for the Southern
District of New York granted the request of A. L. Eastmond & Sons,
Inc.; Easco Boiler Corp.; and Eastmond & Sons Boiler Repair &
Welding Service, Inc., to extend the exclusive periods during which
the Debtors may file a plan of reorganization and to solicit
acceptances thereto pursuant to section 1121(d) of the Bankruptcy
Code.  The Debtor's Exclusive Periods are extended by 90 days to
June 28, 2016 for filing of a plan of reorganization and Aug. 27,
2016 for soliciting acceptances thereto.  The extensions are
without prejudice to the rights of any party in interest to seek
termination of the Exclusive Periods prior to the expiration
thereof.

Judge Lane said entry of the Extension Order will be without
prejudice to the rights of the Debtors to request further
extensions of the Exclusive Periods or seek other appropriate
relief.  

                     About Eastmond & Sons

A.L. Eastmond & Sons, Inc., Easco Boiler Corp. and Eastmond & Sons
Boiler Repair & Welding Service, Inc. filed Chapter 11 bankruptcy
petitions (Bankr. S.D.N.Y. Lead Case No. 15-13214) on Dec. 1,
2015.
The petitions were signed by Arlington Leon Eastmond, Jr., as
president.  The Debtors have engaged Klestadt Winters Jureller
Southard & Stevens, LLP as counsel.  The Debtors listed total
assets of $34.59 million and total liabilities of $40.79 million.
Judge Sean H. Lane has been assigned the case.

The Debtors have provided products and services in over 15,000
locations throughout the tristate area and beyond, including
Yankee
Stadium, the Trump Towers, Kings County Supreme Court, New York
Botanical Garden/Bronx Zoo, Queens County Civil Court, North Shore
University, Detroit School District, the Garfield Park Field House
in Chicago, Illinois, and the National Geographic Building in
Washington, D.C., to name a few.


ACRISURE LLC: S&P Assigns 'B' CCR, Outlook Stable
-------------------------------------------------
Standard & Poor's Ratings Services said that it has assigned its
'B' corporate credit rating to Acrisure Holdings Inc.  At the same
time, S&P affirmed its ratings, including its issue-level ratings,
on core subsidiary Acrisure LLC.  The outlook is stable.

Acrisure Holdings is the ultimate parent of Acrisure LLC and the
entity where the group's financial statements reside.  Acrisure
LLC, the issuer of the debt, continues to operate the subsidiary
companies, which are the guarantors on the debt.  "Acrisure LLC is
a financing subsidiary that is core to the ultimate parent, so our
ratings on these companies are linked," said Standard & Poor's
credit analyst Stephen Guijarro.  "The rating reflects what we
consider to be Acrisure's fair business risk and highly leveraged
financial risk profiles."

The stable outlook on Acrisure Holdings reflects S&P's expectation
that its credit metrics will show limited movement over the next 12
months due to improved cash flow arising from increased scale and
modest organic growth, although S&P believes its aggressive
acquisition strategy will offset some of the natural deleveraging
that will occur.  Under S&P's base-case assumptions, it expects
revenue growth of 80%-90% for 2016 and 30%-40% in 2017 with margins
of 30%-33% over same time period resulting in adjusted debt to
EBITDA of 7.0x-7.5x and adjusted EBITDA interest coverage (pro
forma for annualized earnings from mergers and acquisitions) of
2.0x-2.5x in 2016-2017.

"We would consider lowering the ratings in the next 12 months if we
believe Acrisure's organic growth, cash flow generation, or margins
were to meaningfully deteriorate, putting pressure on its execution
of strategy, increasing the risk of higher-than-expected financial
leverage and/or weaker-than-expected EBITDA coverage," Mr. Guijarro
continued.  "The specific trigger points that could lead to a
downgrade include financial leverage above 7.5x and EBITDA coverage
below 2.0x on a sustained basis."

Although an upgrade is unlikely within the next 12 months, S&P
could raise the rating if cash flow generation were to improve
financial leverage and EBITDA coverage to reflect a
more-conservative level (financial leverage of less than 5.0x and
EBITDA coverage of 4.0x-5.0x) that we would expect the company to
sustain.



ADVANCED DRAINAGE: Gets New York Stock Exchange Listing Extension
-----------------------------------------------------------------
Advanced Drainage Systems, Inc., a global manufacturer of water
management products and solutions for commercial, residential,
infrastructure and agricultural applications, on April 13 disclosed
that it has received an extension for continued listing and trading
of the Company's common stock on the New York Stock Exchange (the
"NYSE").

The extension, which is subject to ongoing reassessment by the
NYSE, provides the Company with a final three month additional
trading period through July 15, 2016, to file with the Securities
and Exchange Commission ("SEC") the Company's quarterly reports on
Form 10-Q for the quarterly periods in the fiscal year ended March
31, 2016 (the "Fiscal 2016 Quarterly Reports"), which Fiscal 2016
Quarterly Reports have been delayed while the Company completed its
recently filed annual report on Form 10-K for the fiscal year ended
March 31, 2015.  The Company continues to work diligently to become
current with its SEC filings as required under applicable
securities laws.

               About Advanced Drainage Systems, Inc.

Advanced Drainage Systems (ADS) -- http://www.ads-pipe.com/-- is a
manufacturer of high performance thermoplastic corrugated pipe,
providing a comprehensive suite of water management products and
superior drainage solutions for use in the construction and
infrastructure marketplace.  Its innovative products are used
across a broad range of end markets and applications, including
non-residential, residential, agriculture and infrastructure
applications.  Founded in 1966, the Company operates a global
network of 61 manufacturing plants and 31 distribution centers.


AFFIRMATIVE INSURANCE: Kilpatrick Townsend OK'd as Panel's Counsel
------------------------------------------------------------------
The U.S. Bankruptcy Cour for the District of Delaware authorized
the Official Committee of Unsecured Creditors in the Chapter 11
cases of Affirmative Insurance Holdings, Inc., et al., to retain
Kilpatrick Townsend & Stockton LLP as its lead counsel.

Kilpatrick is expected to among other things:

   1. represent the Committee in a hearing before the Court,
appellate courts and other courts in which matters may be heard,
and represent the interests of the Committee before the courts and
qhe U.S. Trustee;

   2. assist the Committee in reparing all necessary motions,
applications, responses, reports and other pleadings in connection
with the administration of the cases; and

   3. provide legal assistance as the Committee may deem necessary
and appropriate.

Kilpatrick will apply for compensation for professional services
rendered and reimbursement ofexpense incurred in connection with
the case.

To the best of the Committee's knowledge, Kilpatrick Townsend does
not represent any other entity having an interest adverse to the
Debtors.

Kilpatrick will bill the Committee at these hourly rates:

         Partners                          $615 - $870
         Associates                        $345 - $445
         Paralegals                           $265

These attorneys will be primarily responsible for representing the
Committee and their hourly rates are:

         Todd C. Meyers                       $870       
         Colin M. Benardino                   $615
         Matthew R. Hindman                   $445
         Lindsay D. Simon                     $345

Kilpatrick Townsend will also seek reimbursement of actual,
necessary expenss and other charges that the firm incurred.

To the best of the Committee's knowledge, Kilpatrick Townsend does
noy represent any other etity having an "adverse interest" in
connection with the cases.

                 About Affirmative Insurance

Affirmative Insurance Holdings, Inc., Affirmative Management
Services, Inc., Affirmative Services, Inc., Affirmative
Underwriting Services, Inc., Affirmative Insurance Services, Inc.,
Affirmative General Agency, Inc., Affirmative Insurance Group,
Inc. and Affirmative, L.L.C. sought Chapter 11 bankruptcy
protection (Bankr. D. Del. Proposed Lead Case No. 15-12136) on Oct.
14, 2015.

The petition was signed by Michael J. McClure as chief executive
officer.

The Debtors have engaged McDermott Will & Emery LLP as general
bankruptcy counsel, Polsinelli PC as local Delaware counsel,
Faegre Baker Daniels LLP as special regulatory counsel, BDO USA LLP
as financial consultant and Rust Consulting/Omni Bankruptcy as
notice and claims agent.

The Debtors disclosed total assets of $25.20 million and total
debts of $91.26 million as of Aug. 31, 2015.

Founded in June 1998, Affirmative provides non-standard personal
automobile insurance policies for individual consumers in targeted
geographic markets.  NSPAI policies provide coverage to drivers
who find it difficult to obtain insurance from standard automobile
insurance companies due to their lack of prior insurance, age,
driving record, limited financial resources, or other factors.

On Oct. 30, 2015, the Office of the U.S. Trustee appointed five
creditors to the official committee of unsecured creditors.  The
Committee consists of Alesco Preferred Funding X, Ltd., c/o ATP
Management LLC; Alesco Preferred Funding VI, Ltd., c/o Mead Park
Advisors LLC; Trapeza CDO IX, Ltd.; Trapeza Edge CDO, Ltd.; and
The Bank of New York Mellon Trust Co., N.A., as Indenture Trustee
for junior subordinated debt securities due March 15, 2035.  The
Committee selected Kilpatrick Townsend & Stockton LLP as its
counsel, Potter Anderson & Corroon LLP as cocounsel, and FTI
Consulting, Inc. as its financial advisor.

Anne Melissa Dowling, Insurance of the State of Illinois Acting
Director, as the statutory and court-affirmed rehabilitator of
Affirmative Insurance Company, is represented by Saul Ewing LLP's
Mark Minuti, Esq.; and Faye B. Feinstein, Esq., and Christopher
Combest, Esq., at Quarles & Brady LLP.

Affirmative Insurance Holdings, Inc., et al., filed with the U.S.
Bankruptcy Court for the District of Delaware a Chapter 11 plan of
liquidation and accompanying disclosure statement, which propose
to pay 2% to holders of general unsecured claims against Holdco.

Holders of general unsecured claims against AMSI, ASI, AUSI, AISI,
AGAI, AIGI, and ALLC, will recover 0% of their allowed claims.
AFFM Debt Holdings L.P., which holds secured claims, will recover
92% of its allowed claims.  

The filing of a plan of liquidation, however, failed to convince
the Delaware bankruptcy judge to let the debtors keep their Chapter
11 cases.

Judge Christopher S. Sontchi said March 10 that Affirmative
Insurance Holdings and its debtor-affiliates will liquidate in
Chapter 7, thus granting a request for case conversion by the
official committee of unsecured creditors.  In a separate order
that day, Judge Sontchi directed the Office of the United States
Trustee to appoint a Chapter 7 trustee to oversee the liquidation.


AFFIRMATIVE INSURANCE: Potter Anderson Okayed as Panel Co-Counsel
-----------------------------------------------------------------
The U.S. Bankruptcy Cour for the District of Delaware authorized
the Official Committee of Unsecured Creditors in the Chapter 11
cases of Affirmative Insurance Holdings, Inc., et al., to retain
Potter Anderson as its Delaware co-counsel.

Etta R. Mayers, on behalf of Potter Anderson counsel for the
Committee, certified that as of Dec. 9, 2015, Anne Melissa Dowling,
acting director of Insurance of the State of Illinois confirmed
that the supplemental declaration of Jeremy W. Ryan resolved the
limited objection filed on Dec. 7.

In the declaration of Mr. Ryan, amon other things, he identified
Affirmative Insrance Company (AIC) as a "former client" of Potter
Anderson.

Ms. Dowling, in her limited objection, said that AIC is a
wholly-owned subsidiary of Debtor Affirmative Insurance Group,
Inc., which is, in turn, a wholly-owned subsidiary of Debtor
Affirmative Insurance Holdings, Inc.

The rehabilitator currently has no other information regarding the
nature or extent of the AIC Matter referred to in the declaration;
she cannot know, therefore, whether Potter Anderson received
confidential or privileged information during the course (however
brief) of the AIC Matter. The rehabilitator believes it is possible
that she will require disclosure from Potter Anderson of
information regarding the AIC Matter.  In light of Potter
Anderson's discussions with AIC, the rehabilitator believes it
would be prejudicial to AIC and the rehabilitator for Potter
Anderson to be adverse to AIC in any adversary proceedings or
contested matters in these  cases.

The Committee, in its motion, said that in order to avoid any
duplication of efforts, Kilpatrick Townsend & Stockton LLP as its
lead counsel, and Potter Anderson have discussed each firm's
respective responsibilities in connection with the representation
of the Committee.

Potter Anderson is expected to, among other things:

   1. provide the Committee advice on its obligations and duties;

   2. execute Committee decisions by filing motions, objections or
other documents with the Court; and

  3. appear before the Court on all matters n the cases relevant to
the interests of unsecured creditors.

The hourly rates of firm's personnel are:

         Partners                                $445 - $1,075
         Of Counsel                              $425 -   $630
         Associates                              $310 -   $445
         Paralegals                              $175 -   $295
         Other Administrative Staff               $95 -   $205

Potter Anderson will also seek reimbursement for necessary expense
incurred.

To the best of the Committee's knowledge, Potter Adnderson is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

                 About Affirmative Insurance

Affirmative Insurance Holdings, Inc., Affirmative Management
Services, Inc., Affirmative Services, Inc., Affirmative
Underwriting Services, Inc., Affirmative Insurance Services, Inc.,
Affirmative General Agency, Inc., Affirmative Insurance Group,
Inc. and Affirmative, L.L.C. sought Chapter 11 bankruptcy
protection (Bankr. D. Del. Proposed Lead Case No. 15-12136) on Oct.
14, 2015.

The petition was signed by Michael J. McClure as chief executive
officer.

The Debtors have engaged McDermott Will & Emery LLP as general
bankruptcy counsel, Polsinelli PC as local Delaware counsel,
Faegre Baker Daniels LLP as special regulatory counsel, BDO USA LLP
as financial consultant and Rust Consulting/Omni Bankruptcy as
notice and claims agent.

The Debtors disclosed total assets of $25.20 million and total
debts of $91.26 million as of Aug. 31, 2015.

Founded in June 1998, Affirmative provides non-standard personal
automobile insurance policies for individual consumers in targeted
geographic markets.  NSPAI policies provide coverage to drivers
who find it difficult to obtain insurance from standard automobile
insurance companies due to their lack of prior insurance, age,
driving record, limited financial resources, or other factors.

On Oct. 30, 2015, the Office of the U.S. Trustee appointed five
creditors to the official committee of unsecured creditors.  The
Committee consists of Alesco Preferred Funding X, Ltd., c/o ATP
Management LLC; Alesco Preferred Funding VI, Ltd., c/o Mead Park
Advisors LLC; Trapeza CDO IX, Ltd.; Trapeza Edge CDO, Ltd.; and
The Bank of New York Mellon Trust Co., N.A., as Indenture Trustee
for junior subordinated debt securities due March 15, 2035.  The
Committee selected Kilpatrick Townsend & Stockton LLP as its
counsel, Potter Anderson & Corroon LLP as cocounsel, and FTI
Consulting, Inc. as its financial advisor.

Anne Melissa Dowling, Insurance of the State of Illinois Acting
Director, as the statutory and court-affirmed rehabilitator of
Affirmative Insurance Company, is represented by Saul Ewing LLP's
Mark Minuti, Esq.; and Faye B. Feinstein, Esq., and Christopher
Combest, Esq., at Quarles & Brady LLP.

Affirmative Insurance Holdings, Inc., et al., filed with the U.S.
Bankruptcy Court for the District of Delaware a Chapter 11 plan of
liquidation and accompanying disclosure statement, which propose
to pay 2% to holders of general unsecured claims against Holdco.

Holders of general unsecured claims against AMSI, ASI, AUSI, AISI,
AGAI, AIGI, and ALLC, will recover 0% of their allowed claims.
AFFM Debt Holdings L.P., which holds secured claims, will recover
92% of its allowed claims.  

The filing of a plan of liquidation, however, failed to convince
the Delaware bankruptcy judge to let the debtors keep their Chapter
11 cases.

Judge Christopher S. Sontchi said March 10 that Affirmative
Insurance Holdings and its debtor-affiliates will liquidate in
Chapter 7, thus granting a request for case conversion by the
official committee of unsecured creditors.  In a separate order
that day, Judge Sontchi directed the Office of the United States
Trustee to appoint a Chapter 7 trustee to oversee the liquidation.


ALLIED CONSOLIDATED: U.S. Steel Asks for Trustee to Oversee Cases
-----------------------------------------------------------------
United States Steel Corporation on April 19, 2016, filed a motion
asking the U.S. Bankruptcy Court for the Northern District of Ohio
to appoint a trustee to replace the debtors in possession and take
immediate control of the business affairs and reorganization
efforts of debtors Allied Consolidated Industries, Inc., Allied
Erecting and Dismantling Co., Inc., Allied Industrial Scrap, Inc.,
and Allied Gator, Inc.

U.S. Steel, a creditor, says that a trustee should be appointed in
light of Debtors' own conflicting representations, as well as
findings of fact entered last month by Judge Sara Lioi of the
Northern District of Ohio:

  * First, the Debtors have made wildly conflicting statements
concerning their financial affairs in various court filings.  For
example, in seeking a stay of execution of a $9.8 million judgment
obtained by United States Steel Corporation in Allied Erecting and
Dismantling Co., Inc. v. United States Steel Corporation, N.D. Ohio
Case. No. 4:12-cv-1390 ("U.S. Steel Litigation"), AED represented
to Judge Lioi just last October that it "owns property and
equipment with a cost value of $96,106,197 and a net book value of
$55,603,367 -- all of which has been conservatively valued at a
total of $30,400,338."  When it filed its Chapter 11 petition,
however, AED represented to this Court that its "estimated assets"
total no more than $50,000.  The precipitous decline in the value
of AED's assets in a mere six months suggests a misrepresentation
about the true value of those assets to one or both courts, and/or
gross mismanagement of AED's affairs.

   * Second, in denying AED's motion for stay of execution, Judge
Lioi found that, since the June 2015 verdict in the U.S. Steel
Litigation, AED has been transferring assets worth millions of
dollars to affiliates and creating multi-million dollar security
interests for its long-time attorneys and accountants.  Indeed,
Judge Lioi determined that AED transferred assets worth $8.6
million to an affiliate "five days after the Court issued the $9.8
million Judgment Entry in U. S. Steel's favor in this case."  The
Court also found that AED is consistently losing substantial money
from its operations and that "it is very questionable whether
Allied can continue as a going concern."

"These circumstances raise serious issues about the honesty of the
Debtors' current management and its competency in managing Debtors'
affairs.  Simply stated, the Debtors' current management cannot be
trusted to preserve the value of the bankruptcy estate for U.S.
Steel and other creditors.  Accordingly, a trustee should be
appointed for all the Debtors," U.S. Steel tells the Bankruptcy
Court.

U.S. Steel's attorneys:

         Michael R. Gladman
         Charles M. Oellermann*
         JONES DAY
         325 John H. McConnell Blvd., Suite 600
         Columbus, Ohio 43215-2673
         Telephone: 614.469.3939
         Facsimile: 614.461.4198
         E-mail: mrgladman@jonesday.com
                 coellermann@jonesday.com

                 - and -

         Roy A. Powell
         David M. Belczyk
         JONES DAY
         500 Grant St., Suite 4500
         Pittsburgh, Pennsylvania 15219-2514
         Telephone: 412.391.3939
         Facsimile: 412.394.7959
         E-mail: rapowell@jonesday.com
                 dbelczyk@jonesday.com

                 - and -

         Timothy J. Cornetti
         UNITED STATES STEEL CORPORATION
         600 Grant Street, Suite 1500
         Pittsburgh, Pennsylvania 15219
         Telephone: 412.433.992
         Facsimile: 412.288.3063
         E-mail: tjcornetti@uss.com

                     About Allied Consolidated

Allied Consolidated Industries, Inc., and three affiliates sought
Chapter 11 protection (Bankr. N.D. Ohio Case No. 16-40672 to 40675)
on April 13, 2016, in Youngstown, Ohio.  The cases are jointly
administered under the case of Allied Consolidated, Case No.
16-40675.  The case is assigned to Judge Kay Woods.

The Debtors tapped Melissa M. Macejko, Esq., at Suhar & Macejko,
LLC, as counsel.

Allied Consolidated estimated less than $50,000 in assets and debt.
Debtor-affiliate Allied Erecting & Dismantling Co., Inc.,
estimated less than $50,000 in assets and $10 million to $50
million in debt.


ALLIED FINANCIAL: Seeks $50K Financing From Allied Management
-------------------------------------------------------------
Allied Financial, Inc., asks the U.S. Bankruptcy Court for the
District of Puerto Rico to authorize it to obtain postpetition
financing from Allied Management Group, Inc.

The Debtor relates that it has worked diligently to identify
substantial unsecured financing, but has been unable to secure such
financing.  The Debtor further relates that the only source of
postpetition financing that it has been able to obtain is from
Allied Management Group Inc.

The proposed postpetition financing contains these terms:

   (a) Allied Management Group, Inc. will provide $50,000 in
secured financing to the Debtor;

   (b) The debt will accumulate interest at a rate per annum equal
to the Prime Rate in effect on the date of the Order approving the
secured post-petition financing, annually and will receive a second
rank mortgage over the Debtor's Morovis Property.

   (c) Of this financing, the Debtor will use the proceeds to pay
expenses in the normal and ordinary course of business;

   (d) The Debtor will repay this obligation along with other
eligible and allowed administrative expenses on the Effective Date
of Debtor's Plan of Reorganization or as otherwise agreed between
the parties.

The Debtor contends that this proposed financing is in the best
interests of the estate and the creditors because it will allow the
Debtor to continue generating revenue for payment to the unsecured
creditors under a Plan of Reorganization.

Allied Financial is represented by:

          Carmen D. Conde Torres, Esq.
          C. CONDE & ASSOC.
          254 San José Street, 5th Floor
          Old San Juan, PR 00901-1523
          Telephone: (787)729-2900
          Facsimile: (787)729-2203
          E-mail: condecarmen@condelaw.com

                      About Allied Financial

Allied Financial, Inc. filed a Chapter 11 bankruptcy petition
(Bankr. D. Puerto Rico Case No. 16-00180) on Jan. 15, 2016.  The
petition was signed by Rafael Portela as president of the Board of
Directors.  The Debtor disclosed total assets of $10.28 million
and total debts of $9.14 million.  C. Conde & Assoc. represents
the Debtor as counsel.  Mildred Caban Flores has been assigned the
case.


ALPHA NATURAL: CFO Eidson Now Part of 2016 Bonus Plan
-----------------------------------------------------
Andrew Eidson was appointed on March 18, 2016, as Executive Vice
President and Chief Financial Officer of Alpha Natural Resources,
Inc., effective March 23, 2016.  On April 8, 2016, in connection
with this appointment, Mr. Eidson became a participant in the Key
Employee Incentive Plan for Certain Insider Employees for 2016.

As reported by the Troubled Company Reporter on March 22, Mr.
Eidson, who has served in his current position since December 2015
and in other positions with Alpha since 2010, joins Alpha's
Management Committee in the expanded role of Executive Vice
President and Chief Financial Officer, succeeding Philip Cavatoni,
who informed the company of his intention to resign his position as
Chief Financial and Strategy Officer, effective March 23, to pursue
another employment opportunity outside of the coal industry.  

Mr. Eidson previously served as Vice President, Mergers and
Acquisitions at Alpha.  Prior to joining the Company in July 2010,
Mr. Eidson worked in several financial positions across industry
sectors, including at PricewaterhouseCoopers LLP, Eastman Chemical
Company, and most recently Penn Virginia Resource Partners, where
he led mergers and acquisitions projects for the coal segment and
managed the budgeting and planning process.  Mr. Eidson holds a
bachelor of science degree, cum laude, in commerce and business
administration from the University of Alabama and a master of
business administration degree from Milligan College.  

Mr. Cavatoni has been with the company since 2009 and previously
served as Executive Vice President and Chief Strategy Officer, as
well as Treasurer and Executive Vice President, Finance and
Strategy, before assuming the CFO role in March 2015.    

                About Alpha Natural Resources

Headquartered in Bristol, Virginia, Alpha Natural --
http://www.alphanr.com/-- is a coal supplier, ranked second  
largest among publicly traded U.S. coal producers as measured by
2014 consolidated revenues of $4.3 billion.  As of August 2015,
Alpha had 8,000 full time employees across many different states,
with UMWA representing 1,000 of the employees.

Alpha Natural Resources, Inc. (Bankr. E.D. Va. Case No. 15-33896)
and its affiliates filed separate Chapter 11 bankruptcy petitions
on Aug. 3, 2015, listing $9.9 billion in total assets as of June
30, 2015, and $7.3 billion in total liabilities as of June 30,
2015.

The petitions were signed by Richard H. Verheij, executive vice
president, general counsel and corporate secretary.

Judge Kevin R. Huennekens presides over the cases.

David G. Heiman, Esq., Carl E. Black, Esq., and Thomas A. Wilson,
Esq., at Jones Day serve as the Debtors' general counsel.

Tyler P. Brown, Esq., J.R. Smith, Esq., Henry P. (Toby) Long, III,
Esq., and Justin F. Paget, Esq., serve as the Debtors' local
counsel. Rothschild Group is the Debtors' financial advisor.
Alvarez & Marshal Holdings, LLC, is the Debtors' investment
banker.

Kurtzman Carson Consultants, LLC, is the Debtors' claims and
noticing agent.

The U.S. Trustee for Region 4 appointed seven creditors of Alpha
Natural Resources Inc. to serve on the official committee of
unsecured creditors. Dennis F. Dunne, Esq., Evan R. Fleck, Esq.,
and Eric K. Stodola, Esq., at Milbank, Tweed, Hadley & McCloy LLP;
and William A. Gray, Esq., W. Ashley Burgess, Esq., and Roy M.
Terry, Jr., Esq. at Sands Anderson PC, represent the Committee.

                            *     *     *

Alpha Natural Resources, Inc. on March 8 disclosed that it has
filed a proposed Chapter 11 Plan of Reorganization and a related
Disclosure Statement with the United States Bankruptcy Court for
the Eastern District of Virginia.  Together with the
recently-filed
motion seeking approval of a marketing process for Alpha's core
operating assets, these filings provide for the sale of Alpha's
assets, detail a path toward the resolution of all creditor
claims,
and anticipate the emergence of a streamlined and sustainable
reorganized company able to satisfy its environmental obligations
on an ongoing basis.  By selling certain assets as a going concern
and restructuring the company's remaining assets into a
reorganized
Alpha, the company is able to provide maximum recovery to its
creditors, while preserving jobs and putting itself in the best
position to meet its reclamation obligations.  This path will
allow
for a conclusion of Alpha's bankruptcy proceedings by June 30,
2016.


ALROSE KING: Plan Administrator Seeks to Adjourn Reopening Hearing
------------------------------------------------------------------
Joseph S. Maniscalco, as plan administrator for Alrose King David
LLC (AKD), asked the Bankruptcy Court to adjourn sine die the
hearing on the Motion to Reopen.

Joseph S. Maniscalco, Esq., was appointed as the administrator of
the AKD Plan.  The effective date of the AKD Plan was June 18,
2012.  The EDNY Court issued a final decree and order closing the
First Chapter 11 case on March 18, 2014.

On Feb. 10, 2016, the Plan Administrator filed his motion to reopen
and convert to Chapter 7 the First Chapter 11 Case.  According to
the Motion to Reopen, the Plan Administrator represented that the
sum of $1,809,162 was paid in the GUC Distribution Fund, leaving a
balance owed in the amount of $190,838 plus attorney's fees and
costs.

                        About Alrose King

Alrose King David LLC, owner of a 140-room Allegria Hotel located
at 80 W. Broadway, Long Beach, New York, filed a Chapter 11
bankruptcy petition (Bankr. S.D.N.Y. Case No. 16-10536) on March 4,
2016.  The petition was signed by Allen Rosenberg as managing
member.  The Debtor estimated both assets and liabilities in the
range of $10 million to $50 million.  Foley & Lardner LLP
represents the Debtor as counsel.

This is Alrose King's second bankruptcy filing.  In July 2011,
following an action by secured creditor Brooklyn Federal Savings
Bank and other vendors, the Debtor sought protection under Chapter
11 of the Bankruptcy Code in the Eastern District of New York, Case
No. 11-75361.

By order dated June 18, 2012, the Debtor's Plan of Reorganization
was confirmed, and on the same date, Joseph S. Maniscalco, Esq.,
was appointed as the administrator of the AKD Plan.  The effective
date of the AKD Plan was June 18, 2012.  The EDNY Court issued a
final decree and order closing the First Chapter 11 case on March
18, 2014.

The AKD Plan provides for the establishment of a GUC Distribution
Fund and sets forth a schedule for the funding of the GUC
Distribution Fund.  Under the AKD Plan, a total of $2 million was
to be paid into the GUC Distribution Fund by the Debtor, the
Reorganized Debtor, Allegria and Mr. Rosenberg.  Pursuant to a
Stipulation and Order dated Feb. 24, 2014, the payment schedule set
forth in the AKD Plan was modified to extend certain of the due
dates and deadlines.  Additional extensions were granted by the
Plan Administrator at Mr. Rosenberg's request.

On Oct. 20, 2015, written notice was provided by the Plan
Administrator to the Debtor and Allegria of the default under the
AKD Plan.  The Debtor said it failed to cure its default under the
AKD Plan to date.


AMERICAN AIRLINES: Moody's Assigns Ba1 Rating on New $750MM Loan
----------------------------------------------------------------
Moody's Investors Service assigned a Ba1 rating to the new $750
million, seven year term loan that American Airlines, Inc. plans to
arrange.  Moody's also affirmed its corporate debt ratings of
American Airlines Group, Inc. ("AAG"): Corporate Family of Ba3,
Probability of Default of Ba3-PD, Senior Secured of Ba1 and Senior
Unsecured rating of B1.  The ratings outlook is stable.

                        RATINGS RATIONALE

Proceeds of the new loan will refinance the company's $588 million
senior secured term loan due Nov. 23, 2016, the balance will be
used for general corporate purposes.  The new loan will be
collateralized by the spare parts inventory for the company's
mainline fleet.  AAG will guarantee American's obligations under
the new facility, similar to the company's other bank credit
facilities.

The Ba3 Corporate Family rating considers the company's position as
one of the four leaders in the US domestic market based on size,
credit metrics that are reflective of the Ba rating category and
limited free cash flow as the company continues to renew its
aircraft fleet, mostly with debt-funding.  The rating anticipates
little strengthening of metrics from year end 2015 levels (Debt to
EBITDA of 3.8x, FFO + Interest to Interest of 4.8x) as the benefits
of lower fuel expense are offset by 1) higher labor costs, and 2)
moderating growth in passenger demand and continuing pressure on
unit revenues for the US airline industry.  The rating also
reflects American's very good liquidity and Moody's belief that the
US players including American will raise fares when the cost of oil
increases and reduce capacity should demand weaken, to maintain the
pursuit of earning targeted returns on invested capital.

The stable outlook reflects Moody's expectation of little change in
the company's metrics profile through 2016.  Moody's estimates
modest free cash flow in 2016 of between $500 million and $1.0
billion, meaningfully less than the dollar value of its shares the
company will repurchase.  The company's large order book will
require higher capital investment than its peers after 2016.  The
larger investment and weaker free cash flow will likely lead to
increases in funded debt, slowing the pace of improvement in AAG's
credit metrics profile beyond 2016.

A global macroeconomic shock that leads to wide-spread declines in
passenger demand is the most significant risk to upwards rating
pressure.  Moody's also believes that industry-wide increases in
the cost of jet fuel can mostly be covered by higher fares as long
as demand remains about steady.  The strategy of not hedging
exposure to increasing fuel prices does leave AAG more exposed than
peers that do hedge some of their fuel needs.  A positive rating
action could occur if: 1) AAG reduces debt to limit pressure on
credit metrics when industry fundamentals weaken, including
declines in demand or higher fuel prices that cannot be covered by
higher fares; 2) Debt to EBITDA is less than 3.5 times, Funds from
Operations + Interest to Interest is above 5 times and the EBITDA
margin is sustained near 25%; 3) positive free cash flow is
sustained near 5% of debt, a majority of which is applied to debt
reduction, and 4) the company applies excess cash to the repayment
of debt or buyout of aircraft leases rather than share
repurchases.

A negative rating action could occur if: 1) AAG's EBITDA margin
approaches 17%; Moody's estimates that the EBTIDA margin could
reach this level if a gallon of jet fuel increased to about $3.00
per gallon all else equal; 2) there is a sustained decline in
demand that leads to declines in yields of more than 8% with no
corresponding offsets to costs, 3) aggregate liquidity (including
availability on revolving credit facilities) is less than $5.0
billion or unrestricted cash is less than $3.5 billion; 4) Debt to
EBITDA approaches 5.0 times, Funds from Operations + Interest to
Interest approaches 3.0 times and Retained Cash Flow to Net Debt
approaches 15%; and 5) there is a sustained increase in the cost of
jet fuel that is not offset by higher fares, or share repurchases
are funded with debt.

American Airlines Group Inc. is the holding company for American
Airlines, Inc. and US Airways, Inc.  Together with regional
partners, operating as American Eagle and US Airways Express, the
airlines operate an average of nearly 6,700 flights per day to
nearly 350 destinations in more than 50 countries.  The company
reported revenue of $41 billion in 2015.

Assignments:

Issuer: American Airlines, Inc.
  Senior Secured Bank Credit Facility, Assigned Ba1 (LGD2)

Outlook Actions:

Issuer: American Airlines Group Inc.
  Outlook, Remains Stable

Issuer: American Airlines, Inc.
  Outlook, Remains Stable

Affirmations:

Issuer: American Airlines Group Inc.
  Probability of Default Rating, Affirmed Ba3-PD
  Corporate Family Rating, Affirmed Ba3
  Senior Unsecured Regular Bond/Debenture, Affirmed B1 (LGD4) from

   (LGD5)

Issuer: American Airlines, Inc.
  Senior Secured Bank Credit Facilities, Affirmed Ba1 (LGD2)

Issuer: HILLSBOROUGH COUNTY AVIATION AUTHORITY, FL
  Senior Secured Revenue Bonds, Affirmed B1 (LGD4) from (LGD5)

Issuer: Pennsylvania Economic Dev. Fin. Auth.
  Senior Unsecured Revenue Bonds, Affirmed B1 (LGD4) from (LGD5)

Issuer: Phoenix Industrial Development Authority, AZ
  Senior Unsecured Revenue Bonds, Affirmed B1 (LGD4) from (LGD5)

Issuer: US Airways Group, Inc.
  Senior Unsecured Regular Bond/Debenture, Affirmed B1 (LGD4) from

   (LGD5)

Issuer: US Airways, Inc.
  Senior Secured Bank Credit Facility, Affirmed Ba1 (LGD2)

The principal methodology used in these ratings was Global
Passenger Airlines published in May 2012.



AMERICAN AIRLINES: S&P Assigns 'BB+' Rating on $750MM Loan B
------------------------------------------------------------
Standard & Poor's Ratings Services said that it has assigned its
'BB+' issue-level rating and '1' recovery rating to American
Airlines Inc.'s $750 million seven-year term loan B due 2023.  The
'1' recovery rating on the loan indicates S&P's expectation of high
(90%-100%) recovery in a default scenario.

At the same time, S&P affirmed its 'BB+' issue-level ratings on
American Airlines' various other term loans and credit facilities,
including those originally arranged by US Airways Inc. (except for
the B-2 term loan, which will be repaid with the proceeds from the
new term loan B).  The '1' recovery ratings on this debt are
unchanged, indicating S&P's expectation of high (90%-100%) recovery
in a default scenario.

Additionally, S&P affirmed its 'B+' issue-level ratings on the
senior unsecured debt of American's parent, American Airlines Group
Inc.  S&P's '5' recovery ratings on the debt indicate its
expectation of modest (10%-30%; upper half of the range) recovery
in a default scenario.

"The new term loan B will be secured by aircraft spare parts that
support American Airlines' flee," said Standard & Poor's credit
analyst Philip Baggaley.  "This collateral is strategically
important to American in order to maintain its aircraft
operations." The spare parts consist of a wide variety of items,
some of which can be refurbished after use and others that are
expendable, that are held at various maintenance facilities
throughout American's route network.  S&P's recovery analysis
assumes some shrinkage of inventory, as spare parts are withdrawn
for use, which will be partly offset by new additions, though
American must maintain a collateral coverage maintenance test under
the term loan.  In addition, S&P stresses these values to simulate
the conditions that would likely accompany a second bankruptcy for
American.  In that scenario, S&P projects that lenders will receive
high recovery of their principal and prepetition interest.



AMERICAN HOSPICE: Section 341(a) Meeting Set on April 26
--------------------------------------------------------
Andrew R. Vara, Acting U.S. Trustee, announced that the 11 U.S.C.
Section 341(a) meeting of creditors of American Hospice Management
Holdings, LLC, et. al., will be held on April 26, 2016, at 1:00
p.m.

                 About American Hospice Management

Headquartered in Jacksonville, Florida, American Hospice Management
Holdings, LLC is a hospice care provider for patients with
conditions including, among other things, cancer, cardiopulmonary
diseases, Alzheimer's and strokes.  American Hospice currently
provides hospice care in the following six markets: (i) Phoenix,
Arizona; (ii) Houston, Texas; (iii) Oklahoma City, Oklahoma; (iv)
Atlanta, Georgia; (v) Richmond and Central Virginia; and (vi) New
Jersey.  The Company employs 365 people.

American Hospice and 10 of its affiliates filed Chapter 11
bankruptcy petitions (Bankr. D. Del. Lead Case No. 16-10670) on
March 20, 2016.  Scott Mahosky signed the petition as chief
executive officer.  The Debtors estimated assets in the range of
$10 million to $50 million and liabilities of up to $50 million.

The Debtors have hired Denton US LLP as counsel, Pachulski Stang
Ziehl & Jones LLP as co-counsel, Harris Williams & Co. as
investment banker, and Kurtzman Carson Consultants, LLC as notice
and claims agent.

Each of the Debtors is owned 100% by American Hospice Management
Holdings, LLC which is a Delaware limited liability company.  The
majority owner of American Hospice Management Holdings, LLC is
American Hospice Holdings Corporation, a Delaware corporation.
American Hospice Holdings Corporation is wholly owned by 2000
Riverside Capital Appreciation Fund, L.P.


AMERICAN TIRE: Moody's Lowers CFR to B3, Outlook Stable
-------------------------------------------------------
Moody's Investors Service downgraded American Tire Distributor,
Inc.'s Corporate Family Rating to B3 from B2 and its Probability of
Default Rating to B3-PD from B2-PD.  Moody's also lowered ATDI's
senior secured term loan rating to B3 from B2 and its senior
subordinated notes rating to Caa2 from Caa1.  In a separate action,
Moody's withdrew ATDI's Speculative Grade Liquidity Rating of
SGL-3.  The rating outlook is stable.

The downgrade of ATDI's CFR reflects weaker-than-expected sales and
profitability in 2015 and Moody's view that ATDI's financial risk
profile will remain elevated over the next 12-18 months. ATDI's
underperformance is being driven by negative comparable store sales
due to a decline in Tier 4 tire volumes -- primarily resulting from
tariffs applied to products imported from China, economic &
currency headwinds and unusually warm winter weather in Canada, as
well as higher than expected operating expenses largely from
upgrades to distribution center infrastructures and supply chain
investments.  Since its March 2015 dividend recapitalization,
ATDI's debt-to-EBITDA (Moody's adjusted) has increased by about one
turn to over 7.5 times (as of Jan. 2, 2016,), which is not
supportive of a B2 rating.

While industry fundamentals remain sound, Moody's is concerned
about ATDI's prospects for deleveraging in the near term given
expectations for low-single-digit revenue and earnings growth and
high capital requirements.  ATDI's projected free cash flow is
materially lower than previously anticipated and will delay the
company's progress in repaying debt.  As such, Moody's expects that
over the next 12-18 months ATDI's debt-to-EBITDA will remain above
7.0 times and EBITDA-Capex/Interest expense below 1.25 times.

Moody's took these rating actions on American Tire Distributors,
Inc.

   -- Corporate Family Rating, downgraded to B3 from B2
   -- Probability of Default Rating, downgraded to B3-PD from
      B2-PD
   -- $720 million senior secured term loan due 2021, downgraded
      to B3 (LGD3) from B2 (LGD3)
   -- $932.4 million senior subordinated notes due 2022,
      downgraded to Caa2 (LGD5) from Caa1 (LGD5)
   -- Stable outlook
   -- Speculate Grade Liquidity Rating SGL-3, withdrawn

                         RATING RATIONALE

ATDI's B3 CFR reflects the company's high debt leverage, aggressive
financial policy and weak cash flow generation following its
dividend recapitalization in early 2015.  Moody's estimates total
debt-to-EBITDA (Moody's adjusted) was at approximately 7.6 times as
of Jan. 2, 2016.  The rating is also constrained by ATDI's
acquisitive growth strategy, whereby the company has made extensive
use of its revolver to finance acquisitions and capital
expenditures for distribution center openings.  As a wholesale
distributor, the company has characteristically low margins and
high fixed costs, which heighten its sensitivity to fluctuations in
unit sales volumes.

Nevertheless, the rating is supported by the long-term stability of
replacement tire demand, as well as ATDI's good market position,
diverse customer base, adequate liquidity and track record of
deleveraging after acquisitions.  Moody's expects ATDI to generate
revenue and earnings growth in low-single-digit-range over the next
12-18 months primarily owing to volume recovery in its Tier 4
assortment and efficiency benefits from Regional Distribution
Center in the back half of 2016.  The company should also continue
to see benefit from favorable industry conditions in the near term,
such as growth in the US vehicle population and miles driven, lower
gasoline prices, and modest macroeconomic improvement in the US and
Canada.

The stable rating outlook reflects Moody's expectation for
low-single-digit revenue and earnings growth and gradual
deleveraging in the near term.  Moody's also anticipates the
company will maintain at least an adequate liquidity profile over
the next 12 months.

The ratings could be downgraded if ATDI experiences a significant
deterioration in unit volume, operating margins, or if the company
loses a major supplier relationship.  Negative free cash flow
generation and reduced availability under the revolver could also
result in a negative rating action.

Given ATDI's high financial leverage and weak cash flow generation,
a ratings upgrade is not expected in the intermediate term.
Profitable revenue growth that leads to a material reduction in
leverage and a good liquidity profile will be necessary for an
upgrade.  Quantitatively, the rating could improve if ATDI sustains
debt-to-EBITDA (Moody's adjusted) below 6.0 times and
EBITDA-Capex/Interest expense (Moody's adjusted) above 1.5 times.

The principal methodology used in these ratings was Distribution &
Supply Chain Services Industry published in December 2015.

American Tire Distributors, Inc. headquartered in Huntersville, NC,
is a wholesale distributor of tires (over 95% of sales), custom
wheels, and related tools.  It operates more than 140 distribution
centers in the US and Canada, with $5 billion of revenues for the
twelve months ended Jan. 2, 2016.  The company is controlled by TPG
Capital, L.P. (46.7%) and Ares Management, L.P. (46.7%), with
remaining shares held by management.



ARCH COAL: Financial Projections Through 2018 Filed
---------------------------------------------------
Arch Coal, Inc. and certain of Arch's wholly owned domestic
subsidiaries entered into a Restructuring Support Agreement with
the term lenders under the Company's pre-petition credit agreement,
dated as of January 10, 2016 (as amended on February 25, 2016 and
March 28, 2016).

Pursuant to the Restructuring Support Agreement, Arch provided
certain non-public information to certain of the Consenting
Lenders. The information includes:

     -- projected income statement through 2018
     -- projected statement of cash flows through 2018
     -- projected balance sheet through 2018

A copy of the Disclosure Information is available at
http://is.gd/sKANPK

Arch Coal notes that the financial projections or forecasts
included in the Disclosure Information were not prepared with a
view toward public disclosure or compliance with the published
guidelines of the Securities and Exchange Commission or the
guidelines established by the American Institute of Certified
Public Accountants regarding projections or forecasts. The
projections do not purport to present Arch's financial condition in
accordance with accounting principles generally accepted in the
United States. Arch's independent accountants have not examined,
compiled or otherwise applied procedures to the projections and,
accordingly, do not express an opinion or any other form of
assurance with respect to the projections. The inclusion of the
projections should not be regarded as an indication that Arch or
its affiliates or representatives consider the projections to be a
reliable prediction of future events, and the projections should
not be relied upon as such. Neither Arch nor any of its affiliates
or representatives has made or makes any representation to any
person regarding the ultimate outcome of Arch's Chapter 11 process
or its future performance compared to the projections, and none of
them undertakes any obligation to publicly update the projections
to reflect circumstances existing after the date when the
projections were made or to reflect the occurrence of future
events, even in the event that any or all of the assumptions
underlying the projections are shown to be in error.

                          About Arch Coal

Founded in 1969, Arch Coal, Inc., is a producer and marketer of
coal in the United States, with operations and coal reserves in
each of the major coal-producing regions of the Country.  As of
January 2016, it was the second-largest holder of coal reserves in
the United States, owning or controlling over five billion tons of
proven and probable reserves.  As of the Petition Date, Arch
employed approximately 4,600 full and part-time employees.

Arch Coal, Inc. and 71 of its affiliates filed Chapter 11
bankruptcy petitions (Bankr. E.D. Mo. Case Nos. 16-40120 to
16-40191) on Jan. 11, 2016.  The petition was signed by Robert G.
Jones as senior vice president-law, general counsel and secretary.

The Debtors disclosed total assets of $5.84 billion and total debt
of $6.45 billion.  Judge Charles E. Rendlen III has been assigned
the case.

The Debtors have engaged Davis Polk & Wardwell LLP as counsel,
Bryan Cave LLP as local counsel, FTI Consulting, Inc. as
restructuring advisor, PJT Partners as investment banker, and
Prime Clerk LLC as notice, claims and solicitation agent.

An Official Committee of Unsecured Creditors has been appointed in
the case.  The Committee has retained Kramer Levin Naftalis &
Frankel LLP as counsel; Spencer Fane LLP as local counsel;
Berkeley Research Group, LLC as financial advisor; Jefferies LLC
as
investment banker; and Blackacre LLC as coal consultant.


ASSOCIATED WHOLESALERS: Seeks Aug. 1 Extension of Removal Period
----------------------------------------------------------------
ADI Liquidation, Inc. (Vida AWI Delaware, Inc.) et al., ask the
U.S. Bankruptcy Court to further extend the deadline for removing
Actions by an additional 120 days, to and including August 1,
2016.

The Debtors have already seek for extension extending the Removal
Period on several occasion, and the Debtors current removal period
expires on April 1, 2016 to file notices of removal with respect to
the Actions -- certain judicial proceedings where the Debtors are
parties to various claims on behalf of or against the Debtors are.

According to the Debtors, an extension of the deadline to remove
Actions to this Court will further permit the Debtors' management
and professionals to continue to focus on the administration of
these Chapter 11 Cases and the negotiation of a consensual chapter
11 plan, while at the same time allowing the Debtors sufficient
opportunity to evaluate the Actions to determine whether removal is
appropriate.

ADI Liquidation, Inc. (Vida AWI Delaware, Inc.) et al. are
represented by:

     Mark Minuti, Esq.
     Monique Bair DiSabatino, Esq.
     SAUL EWING LLP
     222 Delaware Avenue, Suite 1200
     P.O. Box 1266
     Wilmington, DE 19899
     Telephone: (302) 421-6840
     Facsimile: (302) 421-5873
     Email: mminuti@saul.com
            mdisabatino@saul.com

     -- and --

     Jeffrey C. Hampton, Esq.
     SAUL EWING LLP
     Centre Square West
     1500 Market Street, 38th Floor
     Philadelphia, PA 19102
     Telephone: (215) 972-7777
     Facsimile: (215) 972-7725
     Email: jhampton@saul.com

          About Associated Wholesalers

Founded in 1962 and headquartered in Robesonia, Pennsylvania,
Associated Wholesalers Inc. serviced 800 supermarkets, specialty
stores, convenience stores and superettes with grocery, meat,
produce, dairy, frozen foods and general merchandise/health and
beauty care products.  AWI, with distribution facilities in
Robesonia, Pennsylvania, and York, Pennsylvania, served the
mid-Atlantic United States.  AWI is owned by its 500 retail
members, who in turn operate supermarkets.  AWI had 1,459
employees.

White Rose Inc. is a food wholesaler and distributor serving the
greater New York metropolitan area.  The company traces its origins
to 1886, when brothers Joseph and Sigel Seeman founded Seeman
Brothers & Doremus to provide grocery deliveries throughout New
York City.  White Rose carries out its operations through three
leased warehouse and distribution centers, two of which are located
in Carteret, New Jersey, and one in Woodbridge, New Jersey.  White
Rose has 777 employees.

Associated Wholesalers and its affiliates sought Chapter 11
bankruptcy protection on Sept. 9, 2014, to sell their assets under
11 U.S.C. Sec. 363 to C&S Wholesale Grocers, absent higher and
better offers.  The Debtors were granted joint administration of
their Chapter 11 cases for procedural purposes, under the lead case
of AWI Delaware, Inc., Bankr. D. Del. Case No. 14-12092.

As of the Petition Date, the Debtors owed the Bank Group
(consisting of lenders, Bank of America, N.A., Bank of American
Securities LLC as sole lead arranger and joint book runner, Wells
Fargo Capital Finance, LLC as joint book runner and syndication
agent, and RBS Capita, as documentation agent) an aggregate
principal amount of not less than $131,857,966 (inclusive of
outstanding letters of credit), plus accrued interest.  The Debtors
estimate trade debt of $72 million.  AWI Delaware disclosed $11,440
in assets and $125,112,386 in liabilities as of the Chapter 11
filing.

Saul Ewing LLP and Rhoads & Sinon LLP are serving as legal advisors
to the Debtors, Lazard Middle Market is serving as financial
advisor, and Carl Marks Advisors is serving as restructuring
advisor to AWI.  Carl Marks' Douglas A. Booth has been tapped
aschief restructuring officer.  Epiq Systems serves as the claims
agent.

The Official Committee of Unsecured Creditors is represented by
David B. Stratton, Esq., and Evelyn J. Meltzer, Esq., at Pepper
Hamilton, LLP, in Wilmington, Delaware; and Mark T. Power, Esq.,
and Christopher J. Hunker, Esq., at Hahn & Hessen LLP, in New York.
The Committee also has retained Capstone Advisory Group, LLC,
together with its wholly-owned subsidiary Capstone Valuation
Services, LLC, as its financial advisors.

The Troubled Company Reporter, on Nov. 5, 2014, reported that the
Bankruptcy Court authorized Associated Wholesalers to sell
substantially all of its assets, including their White Rose grocery
distribution business, to C&S Wholesale Grocers, Inc.   The C&S
purchase price consists of the lesser of the amount of the bank
debt, which totals about $18.1 million and $152 million, plus other
liabilities, which amount is valued at $194 million.  C&S,
according to Bill Rochelle and Sherri Toub, bankruptcy columnists
for Bloomberg News, ended up paying $86.5 million more cash to be
anointed as the winner at the auction.

Associated Wholesalers, which changed its name to AWI Delaware,
Inc., prior to the approval of the sale.  AWI Delaware notified the
Bankruptcy Court on Nov. 12, 2014, that closing occurred in
connection with the sale of their assets to C&S.  AWI Delaware then
changed its name to ADI Liquidation, Inc., following the closing of
the sale.

As reported in the Feb. 29 edition of the TCR, ADI Liquidation,
Inc., f/k/a AWI Delaware, Inc., filed with the U.S. Bankruptcy
Court for the District of Delaware a Chapter 11 plan of liquidation
and an accompanying disclosure statement.

Under the Plan, holders of general unsecured claims will receive
cash on the initial, subsequent and final distribution dates in the
amount of the Allowed General Unsecured Claim multiplied by the
Initial, Subsequent or Final Distribution Percentage, as
applicable, and, if applicable, a Catch-Up Distribution.  General
Unsecured Claims against AWI are estimated to total $30,506,586.


AUSTIN HOUSE: U.S. Trustee Unable to Appoint Committee
------------------------------------------------------
The Office of the U.S. Trustee disclosed in a court filing that no
official committee of unsecured creditors has been appointed in the
Chapter 11 case of The Austin House Property, LLC.

The Austin House Property, LLC sought protection under Chapter 11
of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 16-01443) on
February 24, 2016. The Debtor is represented by Buddy D. Ford,
Esq., at Buddy D. Ford, PA.


AXIOS MOBILE: Delays Financial Filings, Applies for MCTO
--------------------------------------------------------
Axios Mobile Assets Corp. (AXA) is providing this bi-weekly default
status report in accordance with National Policy 12-203 respecting
Cease Trade Orders for Continuous Disclosure Defaults ("NP
12-203").  On April 5, 2016, the Company announced (the "Default
Announcement") that it has identified certain errors in the
financial statements previously filed for the periods ended March
31, 2015, June 30, 2015 and September 30, 2015 as well as the
disclosure contained in its associated management's discussion and
analysis for such periods and that, as a result, it would be
restating such filings together with the accompanying CEO and CFO
certifications (collectively, the "Required Filings").

As a result of this delay in the filing of the Required Filings,
the Company has applied to the Ontario Securities Commission (the
"OSC") for a management cease trade order (the "MCTO").  The MCTO,
if and when granted, will prohibit all trading in securities of the
Company, whether directly or indirectly, by certain of the
Company's senior officers.  The MCTO will not affect the ability of
other shareholders to trade their securities.  However, the
applicable Canadian securities regulatory authorities could
determine, in their discretion, that it would be appropriate to
issue a general cease trade order against the Company affecting all
of the securities of the Company.

The Company's Board of Directors and management confirm that they
are working expeditiously to file the Required Filings no later
than April 30, 2016.

Pursuant to the provisions of the alternative information
guidelines specified in Section 4.4 of NP 12-203, the Company
reports that since the Company's press release dated April 5,
2016:

--  The Company is continuing to work expeditiously in order to
complete the restatement of the
     financial statements and management's discussion and analysis
for the applicable periods.  This
     work involves correcting the errors identified in the
Company's press release dated April 5, 2016
     as well as any others that may be identified during the
Company's concurrent work to finalize its
     year-end financial statements;
--  The Company has determined that it is likely that the year-end
audit of the equity transactions
     that occurred throughout 2015 to assess the valuation and
accounting treatment of equity
     instruments included in those transactions will result in a
change to the previously reported net
     loss for the nine months ended September 30, 2015;
--  There have been no failures by the Company to fulfill its
stated intentions with respect to
     satisfying the provisions of the alternative reporting
guidelines;
--  There has not been, nor is there anticipated to be, any
specified default subsequent to the
     default which is the subject of the Default Announcement; and
--  There is no other material information respecting the
Company's affairs that has not been
     generally disclosed.

Until the Required Filings have been filed, the Company intends to
continue to satisfy the provisions of the alternative information
guidelines specified in Section 4.4 of NP 12-203 by issuing
bi-weekly default status reports in the form of further press
releases, which will also be filed on SEDAR.  The Company will
file, to the extent applicable, its next default status report on
or about May 2, 2016.

Should the Company fail to file the Required Filings by the
deadline which may be set by the OSC or fail to provide bi-weekly
status reports in accordance with NP 12-203, the OSC can impose a
cease trade order on Axios, such that all trading in securities of
the Company cease for such period as the OSC may deem appropriate.

                    About Axios Mobile Assets

Axios Mobile Assets Corp. -- http://www.axiosma.com-- is a supply
chain logistics company.  Axios is becoming a key supplier of
pooled pallets primarily in the perishable food category.  The
Axios Solution includes proprietary tracking and information
systems that deliver actionable data that helps improve supply
chain visibility and food safety.  


BLU COMPANIES: Selling Bluon Stake for $3M of Strathspey Stock
--------------------------------------------------------------
Blu Companies Incorporated on April 18, 2016, filed a motion asking
the U.S. Bankruptcy Court for the Eastern District of California to
sell the estate's interest in 430,200 units that it owns in Bluon
Energy LLC.  The Debtor wishes to sell the estate's interest in
Bluon Energy to Strathspey Crown Holdings, LLC.  Rather than pay
cash, Strathspey has offered to pay as consideration 322.65 units
of its own shares, which has a cash value in excess of $3 million.

The Debtor says that the sale is in the best interest of the estate
because Bluon Energy faces significant and long-term obstacles
before it can start generating a revenue stream that can be
utilized to fund a plan of reorganization.  Strathspey on the other
hand has significant profitable holdings, and is in a position that
cash distributions are anticipated to begin within 18 to 24 months
and these can be used to fund a plan.

The Debtor seeks to transfer the interests free and clear of the
asserted liens of Debra Fletter, Harry Duncan, Pihlip Duncan and
Harry Duncan, as trustee of the Louis M. and Jacqueline G. Duncan
Trust pursuant to Sec. 363(f)(4) on the grounds that the liens are
disputed.  According to the Debtor, the liens are disputed because
they are avoidable under 11 U.S.C. Sec. 544(a)(1) and (2).

According to the Asset Purchase Agreement, the Debtor and
Strathspey agreed to a May 31, 2016 deadline to close the sale.

Attorneys for Blu Companies:

         Matthew R. Eason, Esq.
         Kyle K. Tamborinini, Esq.
         EASON & TAMBORNINI, ALC
         1819 K Street, Suite 200
         Sacramento, CA 95811
         Tel: (916) 438-1819
         Fax: (916) 438-1820
         E-mail: matthew@www.capcitylaw.com
                 kyle@www.capcitylaw.com

                        About Blu Companies

Blu Companies, Incorporated, does not actively conduct any
business, but rather is a holding company and one of its primary
assets is a holding of 430,200 units of Bluon Energy LLC.

Blu Companies filed a Chapter 11 petition (Bankr. E.D. Cal. Case
No. 15-25213) on June 29, 2015, in Sacramento, California.  The
case is assigned to Judge Michael S. McManus.

The Debtor tapped Eason & Tambornini as counsel.

The Debtor disclosed $5.4 million in assets and $7.3 million in
liabilities.


CALUMET SPECIALTY: S&P Lowers CCR to 'B-', Outlook Stable
---------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Calumet Specialty Products Partners L.P. to 'B-' from
'B'.  The outlook is stable.

At the same time, S&P assigned its 'B+' issue rating to the senior
secured notes.  S&P is assigning a '1' recovery to the notes,
indicating expectations for very high (90% to 100%) recovery in the
event of a payment default.

In addition, S&P lowered the rating on the senior unsecured notes
to 'CCC+' from 'B'.  S&P revised the recovery rating on this debt
to '5' from '4'.  The '5' recovery rating indicates S&P's
expectation for modest (10% to 30%; upper half of the range)
recovery in the event of default.

"The downgrade follows the partnership's debt offering which in our
view will cause leverage to be higher than we previously expected,
above 5.5x through 2016," said Standard & Poor's credit analyst
Mike Llanos.  This additional debt and S&P's expectation that
refining margins will remain weak more than offset the benefits of
the partnership's announcement that it will suspend its first
quarter distribution.  Future distribution payments will depend
upon the partnership achieving a minimum fixed charge coverage
ratio, which S&P believes the partnership will be unlikely to meet,
for most of 2016.

The stable outlook reflects S&P's view the partnership will
maintain adequate liquidity despite weak refining margins and
challenges accessing the equity markets over the next 12 to 24
months.  S&P forecasts adjusted debt to EBITDA above 5.5x in 2016
absent an improvement in refining margins.

S&P could lower the rating if Calumet's liquidity profile weakens
or if S&P believes the capital structure to be unsustainable in the
long term.

S&P could raise the rating if the partnership is able to sustain a
strong distribution coverage ratio consistently above 1x while
maintaining financial leverage in the low-5x area.


CAPITOL LAKES: U.S. Trustee Objects to Prime Clerk Employment
-------------------------------------------------------------
Patrick S. Layng, U.S. Trustee for Region 11, filed a limited
objection to Capitol Lakes, Inc.'s application to employ Prime
Clerk, LLC, as its claims, noticing and balloting agent.

Acording to the U.S. Trustee, it does not apear that the case
merits supplanting the role of the Clerk's office in maintaining
the official claims register and passing that unnecessary expense
on the estate.

As reported by the Troubled Company Reporter on March 18, 2016,
Prime Clerk will, among other things:

   (a) assist the Debtor with the preparation and distribution of
       all required notices in its chapter 11 case, including: (i)
       notice of any claims bar date, (ii) notices of objections
       to claims and objections to transfers of claims, (iii)
       notices of any hearings on a disclosure statement and
       confirmation of any plan or plans of reorganization,
       including under Bankruptcy Rule 3017(d), (iv) notice of the
       effective date of any plan, and (v) all other notices,
       orders, pleadings, publications and other documents as the
       Debtor, Court, or Clerk may deem necessary or appropriate
       for an orderly administration of this chapter 11 case;

   (b) assist the Debtor with plan-solicitation services
       including: (i) balloting, (ii) distribution of applicable
       solicitation materials, (iii) tabulation and calculation of
       votes, (iv) determining with respect to each ballot cast,
       its timeliness and its compliance with the Bankruptcy Code,
       Bankruptcy Rules and procedures ordered by this Court; and
       (v) generating an official ballot certification and
       testifying, if necessary, in support of the ballot
       tabulation results; and

   (c) maintain (i) a list of all potential creditors, and other
       parties-in-interest and (ii) a "core" mailing list
       consisting of all parties described in Bankruptcy Rule
       2002(i), (j) and (k) and those parties that have filed a
       notice of appearance pursuant to Bankruptcy Rule 9010;
       update and make said lists available upon request by a
       party-in-interest or the Clerk.

Prime Clerk will be paid at these hourly rates:

       Analyst                      $30 -  $45
       Technology Consultant        $75 -  $95
       Consultant                   $90 - $130
       Senior Consultant           $135 - $165
       Director                    $170 - $190
       Solicitation Consultant        $190
       Solicitation Director          $210

Prime Clerk will also be reimbursed for reasonable out-of-pocket
expenses incurred.

Prior to the Petition Date, the Debtor provided Prime Clerk a
retainer in the amount of $10,000.

Michael J. Frishberg, co-president and chief operating officer of
Prime Clerk, assured the Court that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code and does not represent any interest adverse to the Debtors and
their estates.

The Trustee is represented by Debra L. Schneider.

                        About Capitol Lakes

Capitol Lakes Inc. owns and operates a continuing care retirement
community ("CCRC") located in Madison, Wisconsin.  The CCRC is
comprised of: (i) an urban high rise containing 105 independent
living units (the "Heights"), (ii) an apartment building containing
52 additional independent living units (the "Main Gate"), (ii) an
assisted living residential facility containing 43 assisted living
units (the "Terraces"), of which 39 are single occupancy and 4 are
available for double occupancy, (iv) a skilled nursing facility
with 85 active skilled nursing beds licensed by the Wisconsin
Department of Health and Family Services and certified to
participate in the Medicare and Medicaid programs (the "Health
Center"), all located on a site of approximately 3.814 acres of
land owned by Capitol Lakes located in the heart of downtown
Madison, Wisconsin.

On Jan. 20, 2016, Capitol Lakes filed a Chapter 11 bankruptcy
petition (Bankr. W.D. Wisc. Case No. 16-10158).  The case is
assigned to Judge Robert D. Martin.

As of Dec. 31, 2015, on a book value basis, Capitol Lakes has $57.6
million in assets and $104.2 million in liabilities.

The Debtor has tapped DLA Piper LLP as its legal counsel, and Cain
Brothers & Company LLC as its financial advisor.

The Office of the U.S. Trustee appointed seven creditors to the
official committee of unsecured creditors.  They are Margaret
Barker, John Burkhalter, Geri Dickson, Sally Drew, Patrick J.
Holzem, Judith Snyderman and M. Crawford Young.  Murphy Desmond
S.C. represents the committee.


CARROLS RESTAURANT: Moody's Affirms B3 CFR, Outlook Positive
------------------------------------------------------------
Moody's Investors Service changed the ratings outlook for Carrols
Restaurant Group, Inc. to positive from stable.  In addition,
Moody's affirmed Carrol's B3 Corporate Family Rating, B3-PD
Probability of Default Rating and the B3 rating for its $200
million second lien senior secured notes.  Carrol's SGL-3
Speculative Grade Liquidity Rating was affirmed.

The change in outlook to positive from stable reflects Carrol's
material improvement in operating performance over the past three
quarters, as a steady pipeline of well accepted new product
offerings and remodeled restaurants have driven positive same store
sales, traffic and average check.  These positive trends along with
a material decline in commodities prices -- particularly beef --
generated improved earnings and credit metrics with leverage on a
debt to EBITDA basis of about 4.7 times and EBIT to interest
coverage of approximately 1.3 times for the LTM period ending Dec.
31, 2015.

Ratings affirmed:

   -- Corporate Family Rating (CFR) at B3
   -- Probability of Default Rating (PDR) at B3-PD
   -- $200 million second lien notes at B3 (LGD4)
   -- Speculative Grade Liquidity Rating rated SGL-3

The rating outlook is positive

                         RATINGS RATIONALE

Carrols' B3 CFR reflects the company's modest interest coverage and
consistent negative free cash flow as well as its single brand
focus, modest scale, geographic concentration and integration risks
of an acquisition driven growth strategy.  The ratings are
supported by Carrols' position as the largest franchisee in the
Burger King system in terms of units, the significant ownership
(approximately 21%) and Board representation by Burger King
Corporation ("BKC"), the brand's strong position among its peers,
and well balanced day-part division.

The positive ratings outlook reflects Moody's view that both BKC's
strategic initiatives and Carrols' experience in operating and
integrating Burger King restaurants should result in a steady
improvement in earnings and credit metrics over the next 12-18
months.  The outlook also reflects Moody's view that revenue and
earnings from recent acquisitions and sales lift from ongoing unit
remodeling should provide additional improvement to earnings and
liquidity over time.

Factors that could result in an upgrade include sustained
improvement in credit metrics and free cash flow driven in part by
sustainable positive same store sales trends - particularly
traffic, and improved unit-level economics at acquired units.  A
higher rating would require debt to EBITDA of below 5.0x and EBIT
coverage of gross interest migrating towards 1.75 times on a
sustained basis.  A higher rating would also require generating
positive free cash flow on a consistent basis while maintaining at
least adequate liquidity.

Factors that could result in a downgrade include any deterioration
in operating performance, particularly a sustained deterioration in
traffic or integration issues with acquired restaurants.
Specifically, a downgrade could occur if EBIT coverage of cash
interest expense fell below 1.0x or debt/EBITDA increased above
6.0x on a sustained basis.  In addition, any deterioration in
liquidity for any reason could lead to a downgrade.

Carrols Restaurant Group, Inc., through its indirect operating
subsidiary, Carrols LLC, owns and operates 705 Burger King
restaurants through franchise agreements in 16 Northeastern,
Midwestern and Southeastern states.  Revenue for the year ended
Dec. 28, 2015, was $860 million.

The principal methodology used in these ratings was Restaurant
Industry published in September 2015.



CASINO REINVESTMENT: Moody's Cuts Rating on $61.7MM Bonds to Ba2
----------------------------------------------------------------
Moody's Investors Service has downgraded to Ba2 from Baa3 the
rating on the Casino Reinvestment Development Authority's (NJ) (or
CRDA) $61.7 million outstanding Hotel Room Fee Revenue Bonds,
Series 2004.  The outlook remains negative.  The bonds are secured
by a senior lien on a $3 per diem fee imposed on each occupied
hotel room in Atlantic City (Caa3 negative) casinos, whether paid
or complimentary.

The downgrade to Ba2 reflects the security's very narrow pledge
confined to the economically challenged Atlantic City, declining
revenue trend and our projections for weak debt service coverage
should one or more casinos close.  The downgrade also considers the
limited security provided by a surety from Ambac Assurance
Corporation for the debt service reserve fund, which would be
needed under stressed projections.

Rating Outlook

The negative outlook considers the possibility of increased
regional competition from casinos in North Jersey that could cause
multiple additional casino closures in Atlantic City.  It also
considers the potential for revenue declines beyond current
projections as tourists may be deterred by a lack of city public
safety and other city services caused by Atlantic City's fiscal
crisis.

Factors that Could Lead to an Upgrade

  Increase in hotel fee revenues, net of complimentary room
   incentives
  Improved debt service coverage

Factors that Could Lead to a Downgrade

  Decline in debt service coverage below 1.3 times debt service
  Decline in hotel room fee revenues without additional casino
   closures
  More than one additional casino closure

Legal Security

The bonds are secured by a senior lien on a $3 per diem fee imposed
on each occupied hotel room in Atlantic City casinos, whether paid
or complimentary.

Use of Proceeds
Not Applicable

Obligor Profile
The Casino Reinvestment Development Authority is a component unit
of the State of New Jersey established in 1984 to collect and
distribute certain taxes and fees paid by the then 12 Atlantic City
Casinos for development projects in Atlantic City and Northern New
Jersey.  Atlantic City is heavily concentrated in the casino gaming
industry.  Gaming revenues in Atlantic City have declined by 54%
between 2006 and 2015.  Four of the city's 12 casinos closed in
2014.

Methodology
The principal methodology used in this rating was US Public Finance
Special Tax Methodology published in January 2014.



CATALENT PHARMA: S&P Assigns 'BB-' CCR, Outlook Stable
------------------------------------------------------
Standard & Poor's Ratings Services assigned a 'BB-' corporate
credit rating to Somerset, N.J.-based Catalent Inc.  The outlook is
stable.

At the same time, S&P affirmed its 'BB-' corporate credit rating on
Catalent Pharma Solutions Inc. and subsequently withdrew this
rating.  Catalent Inc. is the parent entity of Catalent Pharma
Solutions Inc.

In addition, S&P affirmed its 'BB' rating on Catalent Pharma
Solutions Inc.'s senior secured credit facility, which consists of
a $200 million revolver, a EUR322.25 million term loan B, and a
$1.5 billion term loan B.  The recovery rating on this debt remains
'2', indicating expectations for substantial (70%-90%, lower half
of range) recovery in the event of a payment default.

"Our ratings on Catalent continue to reflect the company's capital
intensity and its narrow focus as a provider of services to the
pharmaceutical industry," said Standard & Poor's credit analyst
Matthew Todd.  The company maintains an industry-leading position
in the heavily regulated outsourced pharmaceutical manufacturing
space, a diverse service offering, a well-diversified customer
base, and long-term contractual agreements that support business
stability.

S&P's ratings also reflect its expectation that Catalent will
sustain leverage below 5x.  Although leverage could continue to
decrease through cash accumulation and slight EBITDA growth over
time, S&P believes that Catalent's growth plan will include
additional acquisitions that will keep the company's leverage in
the 4x-5x range.  For this reason, S&P expects that any
deleveraging would be temporary in nature.

S&P's 'BB-' rating also considers the impact of recent regulatory
issues at two of the company's plants.  The Beinheim softgel
factory, one of 11 global softgel plants, suspended operations in
November 2015 and is currently operating with limited production,
though S&P expects regulators to approve the factory for full
production in the near term.  S&P expects the suspension to lower
revenue by roughly $45 million to $60 million for the fiscal 2016
year.  The company also received a U.S. Food and Drug
Administration (FDA) Form 483 letter related to the St. Petersburg,
Fla., softgel plant, but S&P do not expect this to materially
affect financial results because the company is experienced in
responding to and working with the regulatory authorities in the
normal course of business.

S&P's stable outlook on Catalent reflects S&P's expectation that
modest EBITDA growth will allow the company to sustain leverage in
the low-4x area and FFO to debt in at least the midteens.  It also
incorporates S&P's belief that financial policies are likely to
remain consistent with leverage below 5x, including the possibility
of a sizable acquisition.  S&P expects the company to maintain its
market share in oral technologies and avoid further regulatory
production suspensions, affirming its strong reputation.

S&P could lower the rating if it expects the company to operate
with leverage meaningfully above 5x for an extended period of time.
This could happen if the company undertakes acquisitions
significantly beyond the level that it can finance through cash
flow.  At the current rating, S&P estimates the company has
capacity for an $800 million acquisition with a 10x valuation.
Alternatively, the company's leverage could rise if its reputation
deteriorates and customers cancel contracts.  S&P believes revenue
would need to decline by more than 8% and margins deteriorate by
more than 200 basis points from S&P's base case to prompt a
downgrade.

S&P could raise the rating if it expects Catalent to maintain
leverage in the low-4x area.  Under this scenario, S&P would need
to be confident that the risk of taking on more debt is low, and
that the company is committed to maintaining these lower leverage
levels despite its nonorganic growth plans.  In addition, the
company must demonstrate its commitment to control and compliance
by avoiding further operational set-backs.


CCO HOLDINGS: Fitch Rates New 2026 Sr. Unsecured Notes 'BB-'
------------------------------------------------------------
Fitch rates CCO Holdings, LLC's (CCOH) senior unsecured notes on
Positive Watch due 2026 'BB-'. CCOH is offering up to $300 million
of additional notes under the same terms as the $1.2 billion 5.5%
senior unsecured notes issuance previously announced on April 7,
2016 and due in 2026. The ratings have been placed on Positive
Watch.

Aggregate net offering proceeds are expected to be used to
repurchase or redeem a portion of CCOH's outstanding $600 million
of 7% senior notes due 2019 (7% senior notes) and $750 million of
7.375% senior notes due 2020 (7.375% senior notes) and pay related
fees and expenses. CCOH intends to use the remaining portion of net
proceeds from its $1.7 billion of 5.875% senior unsecured bond
issuance in February 2016, which is currently being held as cash
and cash equivalents, to repurchase or redeem a portion of CCOH's
outstanding 7% senior notes, 7.375% senior notes and outstanding
$1.5 billion of 6.5% senior notes due 2021 (6.5% senior notes) and
pay related fees and expenses and for general corporate purposes.
Additional uses could include funding a portion of potential
incremental cash needs related to Charter Communications, Inc.'s
(Charter) previously announced merger transaction with Time Warner
Cable, Inc. (TWC), whereby should TWC shareholders elect to receive
$115 per share in cash rather than $100 per share. Any redemption
or repurchase of the 6.5% notes would not take place until after
the cash elections and required funding amount was determined.

Charter initially used a portion of net proceeds from the February
2016 offering to pay down amounts outstanding under its revolver
($273 million as of Dec. 31, 2015).

On May 23, 2015, Charter announced a merger with TWC for total
consideration as of April 7, 2016 of $208.72 per share, providing a
total valuation for TWC of $80.9 billion. The offer consists of a
combination of cash and Charter stock totaling $60 billion for all
outstanding TWC shares. TWC shareholders have two options for the
split between cash and Charter common stock: 1) $100 cash and
0.5409 shares of Charter common stock for each share of TWC common
stock, or 2) $115 cash and 0.4562 shares of Charter common stock
for each share of TWC common stock. If shareholders choose the
latter option, Charter has the financial flexibility, which may
include a portion of the net proceeds from February's issuance, to
fund the increased cash needs. If Charter requires additional
liquidity to satisfy cash funding needs for TWC shareholders, CCOH
has committed financing in place for $5 billion of unsecured debt.

Fitch placed CCOH and Charter Communications Operating, LLC's (CCO)
'BB-' IDRs on Rating Watch Positive following the April 2015
announcement of the acquisition of Bright House Networks (Bright
House) from Advance/Newhouse Partnership (A/N). The Bright House
acquisition is valued at $11.4 billion as of April 7, 2016.
Following the announcement that Comcast Corporation and TWC had
terminated their merger agreement, on May 18, 2015 Charter and A/N
reaffirmed their commitment to complete the Bright House
acquisition under the same economic and governance terms. CCOH and
CCO are indirect wholly owned subsidiaries of Charter.

Fitch views both transactions positively and believes they will
strengthen Charter's overall credit profile. Fitch anticipates that
Charter's total leverage, pro forma for both the TWC merger as it
is currently structured and the Bright House acquisition, would be
under 5.0x at closing. Integration risks are elevated, and
Charter's ability to manage the integration process and limit
disruption to the company's overall operations are key to the
success of the transactions.

On a pro forma basis the combined company will serve 25 million
customer relationships and become the second largest cable multiple
system operator in the country. Pro forma fiscal 2015 revenues and
EBITDA totalled approximately $37.4 billion and $13.2 billion,
respectively.

Charter's operating strategies are having a positive impact on the
company's operating profile resulting in a strengthened competitive
position. The market share-driven strategy, which is focused on
enhancing the overall competitiveness of Charter's video service
and leveraging its all-digital infrastructure, is improving
subscriber metrics, growing revenue and ARPU trends, and
stabilizing operating margins.

Resolution of the Rating Watch will largely be based on Fitch's
review of Charter's ultimate capital structure including assignment
of potential equity credit to the convertible preferred partnership
units and an assessment of the risks associated with Charter's
ability to integrate the new cable systems from TWC and Bright
House.

KEY RATING DRIVERS

All three entities regularly produce strong levels of free cash
flow (FCF) that provide the company with substantial financial
flexibility. Charter management stated that, in the short term,
they will use FCF to meet existing and planned amortization, which
along with EBITDA improvement is expected to lower leverage by 0.6x
annually. They also stated that there are no short-term plans for
shareholder-friendly activities.

KEY ASSUMPTIONS

Due to the uncertainty surrounding approval of the TWC and Bright
House transactions, Fitch's forecast reflects Charter on a
standalone basis.

Fitch's key assumptions within the rating case for Charter
include:

-- Low-to-mid-single-digit cable revenue growth highlighted by
    continued high-speed data and commercial service revenue
    growth.

-- EBITDA margins remain flat reflecting ARPU growth from
    subscribers taking more advanced video services and higher
    speed data service tiers, offset by increased programming
    costs and spending to enhance customer service and products.

-- Fitch estimates Charter will generate $400 million of FCF in
    2016, slightly less than the anticipated $1 billion to $1.2
    billion of FCF during 2017 and 2018, respectively. FCF in 2016

    is negatively impacted by additional interest expense related
    to debt issued by CCOH Safari, LLC, CCO Safari II, LLC, and
    CCO Safari III, LLC (collectively the Safari Entities) to
    proactively fund the TWC and Bright House transactions.

RATING SENSITIVITIES

Positive rating actions would be contemplated given the following:

-- The TWC merger and the Bright House acquisition go forward, as

    total leverage is expected to be below 5.0x;

-- If the company demonstrates progress in closing gaps relative
    to its industry peers on service penetration rates and
    strategic bandwidth initiatives;

-- Operating profile strengthens as the company captures
    sustainable revenue and cash flow growth envisioned when
    implementing the current operating strategy.

Fitch believes negative rating actions would likely coincide with
the following:

-- A leveraging transaction or the adoption of a more aggressive
    financial strategy that increases leverage beyond 5.5x in the
    absence of a credible deleveraging plan;

-- Adoption of a more aggressive financial strategy;

-- A perceived weakening of Charter's competitive position or
    failure of the current operating strategy to produce
    sustainable revenue and cash flow growth along with
    strengthening operating margins.

LIQUIDITY

Fitch regards Charter's liquidity position and overall financial
flexibility as satisfactory given the rating category. Charter's
financial flexibility will improve in step with the growth of FCF
generation. Charter generated $519 million of FCF during the year
ended Dec. 31, 2015. Although FCF had been increasing due primarily
to a decrease in capital expenditures driven by the completion of
Charter's transition to all-digital in 2014, 2015 was negatively
impacted by interest expense associated with Safari Entities debt.
The company's liquidity position includes cash of $5 million,
excluding cash held in escrow at Safari Entities, and is supported
by $961 million of borrowing capacity from its $1.3 billion
revolver and anticipated FCF generation. Commitments under the
company's revolver will expire in April 2018. Fitch notes that the
revolver will increase to $3 billion as part of the TWC and Bright
House transactions.

Charter's leverage as of the last 12 months ended Dec. 31, 2015 was
4.1x, excluding the debt issued by Safari Entities. Charter's total
leverage target remains unchanged, ranging between 4x and 4.5x, and
will remain unchanged following the completion of the transactions.
Fitch recognizes that a large portion of the TWC transaction will
involve senior secured debt, both at TWC and the Safari Entities,
including approximately $22.5 billion of existing TWC senior
secured debt. All existing TWC and Safari Entities first-lien debt
will be rolled into CCO and will have equal and ratable security
with all existing Charter first lien debt.

Charter recently stated it expects first lien leverage of 3.5x
following the completion of the transactions. Depending on the
ultimate capital structure, a one- or two-notch upgrade of
Charter's IDR and existing ratings could be possible provided that
pro forma senior secured leverage is at or below 4x and total
leverage does not exceed 5x.

Charter proactively extended its maturity profile and only 5% of
outstanding debt matures before 2019, including $93 million and
$102 million during 2016 and 2017, respectively. Fitch believes
that Charter has the financial flexibility to retire near term
maturities with cash on hand and future FCF.


CEB INC: Moody's Affirms Ba2 CFR & Rates Proposed Facilities Ba1
----------------------------------------------------------------
Moody's Investors Service affirmed CEB Inc.'s Ba2 Corporate Family
Rating and assigned Ba1 ratings to the company's proposed senior
secured revolving and term loan facilities.  These facilities are
being upsized in connection with CEB's planned acquisition of
Evanta Ventures, Inc. and an affiliated business, for total cash
consideration of $275 million.  Moody's also downgraded the ratings
for CEB's senior unsecured notes to B1, from Ba3, and changed CEB's
ratings outlook to negative from stable.

                        RATINGS RATIONALE

Pro forma for the acquisition of Evanta, CEB's total debt to EBITDA
will increase by about 1x to 4.6x (Moody's adjusted).  The negative
outlook reflects CEB's elevated leverage coupled with the
deceleration in organic revenue growth (on a constant currency
basis) to the flat-to-low single digit rates in 2016 and
weaker-than-expected cash flow generation as a result of its sales
execution challenges.  In addition, elevated spending on share
repurchases in recent quarters has reduced CEB's financial
flexibility.

The affirmation of the Ba2 CFR reflects Moody's expectations that
bookings growth should begin to accelerate toward year-end 2016 and
that management will prioritize repayment of debt in the
intermediate term.  Moody's expects CEB's total debt to EBITDA to
decline to below 4x over the next 12 to 18 months.  Although
revenue growth over the next 12 months will be meaningfully lower
than the company's long term target of 8% to 13%, the Ba2 CFR
reflects Moody's expectations that CEB should generate free cash
flow of approximately 7% to 8% of total debt over this period.  The
rating is additionally supported by CEB's high proportion of
recurring, subscription-based revenues, very good liquidity, and
good free cash flow relative to debt.  The rating is constrained by
CEB's moderate operating scale and cyclical nature of its sales
that are correlated to discretionary spending by its existing and
potential customers.

The downgrade of the senior unsecured notes to B1 reflects higher
expected loss rates for the senior notes due a significant increase
in senior secured debt.

Moody's could downgrade CEB's ratings if organic bookings growth
remains weak, or aggressive shareholder returns or increases in
debt cause total debt to EBITDA to remain over 4x or free cash flow
falls below 5% of total debt (both metrics on a Moody's adjusted
basis).

Although not anticipated in the intermediate term, Moody's could
upgrade CEB's ratings if revenues and earnings experience strong
growth and Moody's believes that management will pursue
conservative financial policies such total debt to EBITDA will
remain near 2.5x through corporate discretionary spending cycles.

Moody's has taken these rating actions:

Issuer: CEB, Inc.

  Corporate Family Rating -- Ba2, Affirmed
  Probability of Default Rating --Ba2-PD, Affirmed
  $350 million Revolving Credit Facility -- Assigned, Ba1 (LGD 3)
  $400 million Term Loan -- Assigned, Ba1 (LGD 3)
  $250 million Senior Unsecured Notes -- Downgraded to B1 (LGD 5),

   from Ba3 (LGD 5)
  Speculative Grade Liquidity Rating -- Affirmed, SGL-1

Outlook: Changed to Negative, from Stable

These ratings will be withdrawn:

  Existing $250 million first lien revolver due 2020, Ba1 (LGD 2)
  Existing $250 million first lien Term Loan due 2020, Ba1 (LGD 2)

Based in Arlington, Virginia, CEB Inc. is a global provider of
member-based advisory services.

The principal methodology used in these ratings was Business and
Consumer Service Industry published in December 2014.


CENTRAL BEEF: Can Deposit Payments for Accounts Receivable
----------------------------------------------------------
U.S. Bankruptcy Judge Catherine Peek McEwen has authorized Central
Beef Ind., LLC, et al., to deposit checks received as payment for
accounts receivable into its BankUnited account.

The deposits into the BankUnited Account will continue to be the
property of the estate, subject, however, to any trust on such
funds for the benefit of unpaid Cattle Sellers pursuant to the
Packers and Stockyards Act.

This authorization is intended to turn the checks into cash and
ensure the BankUnited Account contains sufficient funds to allow
BankUnited to honor checks presented by unpaid Cattle Sellers drawn
as payment by the Debtor and to meet other expenses as authorized
by Court order.  The Debtor has sought and obtained permission from
the Court to allow payment to Cattle Sellers for prepetition debt
to be honored by BankUnited and paid from the BankUnited Account.

                        About Central Beef
  
Central Beef Ind., LLC, 5C of Central Florida, LLLP and CBI
Management/Administration, LLC, engaged in the business of
purchasing cattle and beef production, each filed a Chapter 11
bankruptcy petition (Bankr. M.D. Fla. Case Nos. 16-02366, 16-02368
and 16-02370, respectively) on March 21, 2016.  Ida Raye Chernin
signed the petitions as manager.  The Debtors estimated both assets
and liabilities in the range of $10 million to $50 million.
Stichter, Riedel, Blain & Poster, P.A., represents the Debtors as
counsel.  Judge Catherine Peek McEwen has been assigned the cases.


CENTRAL BEEF: Chapter 11 Cases Jointly Administered
---------------------------------------------------
U.S. Bankruptcy Judge Catherine Peek McEwen has ordered the joint
administration of the Chapter 11 cases of Central Beef Ind., LLC,
5C of Central Florida, LLLP and CBI Management/Administration, LLC.
All pleadings in their Chapter 11 cases will be filed and
maintained under Central Beef Ind., LLC, Case Number
8:16-bk-02366.

                        About Central Beef
  
Central Beef Ind., LLC, 5C of Central Florida, LLLP and CBI
Management/Administration, LLC, engaged in the business of
purchasing cattle and beef production, each filed a Chapter 11
bankruptcy petition (Bankr. M.D. Fla. Case Nos. 16-02366, 16-02368
and 16-02370, respectively) on March 21, 2016.  Ida Raye Chernin
signed the petitions as manager.  The Debtors estimated both assets
and liabilities in the range of $10 million to $50 million.
Stichter, Riedel, Blain & Poster, P.A., represents the Debtors as
counsel.  Judge Catherine Peek McEwen has been assigned the cases.


D.A.B. GROUP: Court Approves Maltz Auctions as Trustee's Broker
---------------------------------------------------------------
Ronald J. Friedman, the Chapter 11 Trustee of D.A.B. Group LLC,
sought and obtained permission from the Hon. Shelley C. Chapman of
the U.S. Bankruptcy Court for the Southern District of New York to
employ Maltz Auctions, Inc. dba Maltz Auctions as broker to sell
the Debtor's real property and development rights, effective March
5, 2016.

The Trustee requires Maltz Auctions to market and sell through a
public auction sale, the Debtor's real property located at 139-141
Orchard Street, New York, New York, and certain development rights
controlled exclusively by the Debtor, to the bidders tendering the
highest or best offer at a public auction sale free and clear of
all liens, claims, and encumbrances, with such Liens attaching to
the proceeds of the Sale.

The Court also established procedures to confirm the highest or
best offer received for the Premises, and approved the form, time
and scope of notice of the Sale.

The Trustee and Maltz have agreed that Maltz will accept
compensation related to its services rendered to the Trustee
relating to the Debtor's estate in accordance with the following
sliding scale Buyer's Premium formula. Furthermore, Maltz agrees to
accept reimbursement of expenses up to a cap of $40,000.

The compensation will be paid as a Buyer's Premium on the gross
sales price for the sale of the Property and subject to order of
the Bankruptcy Court entered following notice to the D.A.B Secured
Creditor and following the filing of the Report of Sale. Pursuant
to the Sale Order, a Buyer's Premium of a maximum of 2.5% shall be
paid to the estate by the successful purchaser. Any difference
between the Buyer's Premium and the amount of the fee paid to Maltz
and, if applicable any cobroker, shall be retained by the estate.

Commissions owing to Maltz shall be paid from the Buyer's Premium.
Maltz's fees are on a sliding scale depending on the sales price;
provided that Maltz's compensation is capped at the amount of the
buyer's premium (or 2.5% of the sales price). Any co-brokerage fees
shall be paid from Maltz's commission; provided that co-brokerage
fees are capped at 0.5%. To the extent that no-co-broker is used,
Maltz shall credit the co-broker fee back to the estate.

Richard B. Maltz, vice president of Maltz, assured the Court that
the firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code and does not represent any
interest adverse to the Debtors and their estates.

Maltz can be reached at:

       Richard B. Maltz
       MALTZ AUCTIONS, INC.
       39 Windsor Place
       Central Islip, NY 11722
       Tel: (516) 349-7022
       Fax: (516) 349-0105

                       About D.A.B. Group

D.A.B. Group LLC, owner of a stalled 16-story Allen Street Hotel
project in Orchard Street, New York, sought Chapter 11 protection
(Bankr. S.D.N.Y. Case No. 14-12057) in Manhattan on July 14, 2014,
to pursue a prompt sale of the property.  The case is assigned to
Judge Shelley C. Chapman.

The property has been in the hands of a receiver since July 18,
2011.  Simon J.K. Miller, of Blank Rome LLP, serves as receiver.

J. Ted Donovan, Esq., at Goldberg Weprin Finkel Goldstein LLP, in
New York, serves as counsel to the Debtor.

DAB Group said in a court filing that its property is contiguous
to the commercial property owned by its affiliate, 77-79 Rivington
Street Realty LLC (Bankr. S.D.N.Y. Case No. 14-10339).
Accordingly, DAB's Chapter 11 case is being filed as a related
proceeding.

                           *     *     *

Orchard Hotel LLC and Orchard Construction LLC filed a motion
asking the Court to convert D.A.B. Group LLC's Chapter 11 case to
a case under Chapter 7 or alternatively to appoint a Chapter 11
trustee for the Debtor.  To resolve the motion, the Debtor agreed
to withdraw its proposed Chapter 11 plan and consented to the
appointment of a Chapter 11 trustee.

On Nov. 16, 2015, the Office of the United States Trustee appointed
Ronald J. Friedman, Esq., as Chapter 11 Trustee of D.A.B. Group.
Mr. Friedman tapped his own firm, SilvermanAcampora LLP, as his
attorney in the Chapter 11 case.

Mr. Friedman only serves as the Chapter 11 Trustee of D.A.B. Group.
77-79 Rivington continues to serve as debtor-in-possession.



D.J. SIMMONS: Seeks to Use BOKF Cash Collateral through May 16
--------------------------------------------------------------
D.J. Simmons Company Limited Partnership ("DJS Co. LP") and its
affiliated debtors ask the U.S. Bankruptcy Court for the District
of Colorado, to authorize the Debtors to use the cash collateral of
their existing prepetition secured lender, BOKF, N.A. d/b/a Bank of
Oklahoma formerly Bank of Oklahoma, NA.

The Debtors currently owe approximately $9,156,050 to BOKF, under
their Loan Documents, which include mortgages and UCC Financing
Statements, and several amendments.  BOKF asserts that certain
documents were properly filed or it took other appropriate action
to perfect its secured interest in the Collateral.

The Cash Collateral consists of all of the Debtors' money and the
revenues, receivables, proceeds, products, and profits of the
Collateral.

The Debtors seeks to use the Cash Collateral in the ordinary course
of business to:

     (i) maintain the value of the Debtors' estates and preserve
the Collateral;

    (ii) permit the orderly continuation of the operation of its
business and the management and preservation of the Debtors' assets
and properties;

   (iii) maintain business relationships with vendors, suppliers,
and customers;

    (iv) satisfy other working capital and operational needs;

     (v) pay the statutory fees of the Clerk of the Court and the
United States Trustee pursuant to 28 U.S.C. Section 1930(a), and

    (vi) pay the unpaid reasonable fees and expenses actually
incurred on or after the Petition Date, and allowed and approved by
order of the Bankruptcy Court under Sections 330 and 331 of the
Bankruptcy Code, to professional persons retained under Sections
327 or 1103 pursuant to an Order of the Court by the Debtors.

The Debtors seek to use Cash Collateral until the earlier of (i)
May 16, 2016, or (ii) the occurrence of a Termination Event.

The Debtors' Motion is scheduled for final hearing on May 12, 2016
at 1:30 p.m.

D.J. Simmons Company Limited Partnership and its affiliated debtors
are represented by:

          John C. Smiley, Esq.
          Ethan J. Birnberg, Esq.
          LINDQUIST & VENNUM LLP
          600 17th Street, Suite 1800 South
          Denver, CO 80202-5441
          Telephone: (303)573-5900
          Facsimile: (303)573-1956
          E-mail: jsmiley@lindquist.com
                  ebirnberg@lindquist.com

                    About D.J. Simmons Company

Farmington, New Mexico-based D.J. Simmons Inc. --
http://www.djsimmons.com/-- is an independent oil and gas  
exploration and production company.  D.J. Simmons Company Limited
Partnership, Kimbeto Resources, LLC and D.J. Simmons, Inc. filed
separate Chapter 11 petitions (Bankr. D. Colo. Case Nos. 16-11763,
16-11765 and 16-11767) on March 1, 2016.  The cases are jointly
administered under Lead Case No. 16-11763.

The petitions were signed by John Byrom, president of D.J.
Simmons,
Inc.  D.J. Simmons Company disclosed $9.94 million in total assets
and $12.85 million in total liabilities.  Kimbeto Resources
disclosed $976,190 in total assets and $9.81 million in total
liabilities.  Ethan Birnberg, Esq., at Lindquist & Vennum LLP,
serves as the Debtors' counsel.  


DEX MEDIA: Reportedly Preparing to File for Bankruptcy
------------------------------------------------------
Matt Jarzemsky, writing for Dow Jones' Daily Bankruptcy Review,
reported that one Dex Media, Inc., one of the country's largest
phone book publishers is planning to file for bankruptcy protection
in May for the third time in seven years after efforts to
reposition the company to thrive in the digital age fell short.

According to the report, citing people familiar with the matter,
Dex Media has reached a deal with key creditors to reduce its debt
by more than $1 billion in a chapter 11 bankruptcy restructuring
set to begin next month.  Lenders including Mudrick Capital
Management LP and Paulson & Co . would end up with most of the
reorganized company's equity, the people said, the report related.

Dex, which published more than 1,700 yellow pages and white pages
directories in 2014, plans to ask its board to approve the
restructuring within a week or so, and then ask creditors to vote
on the restructuring with plans to file so-called prepackaged
chapter 11, the people said, the report further related.  The DBR
report, citing a regulatory filing, said the Dallas-based company
owes creditors a total of $2.3 billion.

A consumer migration to the Internet from traditional print
publishers has hurt directory companies such as Dex, which have
failed to replace much of the advertising revenue lost to search
engines such as Google, the report noted.

                      *     *     *

The Troubled Company Reporter, on Dec. 18, 2015, reported that
Moody's Investors Service downgraded Dex Media, Inc.'s Probability
of Default Rating to Ca-PD/LD from Caa3-PD and downgraded the
Corporate Family Rating to Ca from Caa3. The limited default "LD"
designation appended to Dex's probability of default rating
reflects Moody's view that the company has defaulted under Moody's
definition. The limited default designation will remain for three
business days to reflect our view that a default has occurred.
Concurrently, the senior subordinated notes are lowered to C from
Ca and the senior secured credit facilities of Dex Media East,
Inc., Dex Media West, Inc., R.H. Donnelley Inc. and SuperMedia Inc.
remain unchanged at Caa3. The downgrade reflects Dex's missed
September 30, 2015 interest payment on its senior subordinated
notes and the subsequent failure to make the payment during the
grace period. Moody's views this as a limited default as it
represents a default of only one element of the company's capital
structure. The ratings outlook remains negative.


EAST DUBUQUE: Moody's to Withdraw Ratings on Completed Merger
-------------------------------------------------------------
Moody's says that following the completion of the merger of East
Dubuque Nitrogen Partners LP (formerly known as Rentech Nitrogen
Partners LP, B1 stable), into CVR Partners LP (unrated) financing
has been put in place at CVR to fund the merger, including the
change of control offer of East Dubuque's $320 million 6.5% second
lien senior secured notes due 2021.  CVR plans to offer the change
of control no later than April 30, 2016, if the 6.5% notes are
redeemed, Moody's will withdraw all ratings on East Dubuque
Nitrogen Partners LP.


EMERALD OIL: Court OKs Joint Administration of Chapter 11 Cases
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware directed the
joint administration of the Chapter 11 cases of Emerald Oil, Inc.,
et al., for procedural purposes only under Chapter 11 case no.
16-10704.

As reported by the Troubled Company Reporter on March 28, 2016, in
their motion filed with the Court, the Debtors said given the
integrated nature of their operations, joint administration will
provide significant administrative convenience without harming the
substantive rights of any party-in-interest.  Specifically, the
Debtors maintained, joint administration will reduce fees and costs
by avoiding duplicative filings and objections and allow the Office
of the United States Trustee for the District of Delaware and all
parties-in interest to monitor these Chapter 11 cases with greater
ease and efficiency.

The Debtors requested that one file and one docket be maintained
for all of the jointly administered cases under the case of Emerald
Oil, Inc., Case No. 16-10704.

                         About Emerald Oil

Emerald is a Denver-based independent exploration and production
company that is focused on acquiring acreage and developing wells
in the Williston Basin of North Dakota.

Emerald Oil, Inc., Emerald DB, LLC, Emerald NWB, LLC, Emerald WB
LLC and EOX Marketing, LLC filed separate Chapter 11 bankruptcy
petitions (Bankr. D. Del. Case Nos. 16-10704 to 16-10708) on March
22, 2016.  Ryan Smith signed the petitions as chief financial
officer.

The Debtors have hired Kirkland & Ellis LLP and Kirkland & Ellis
International LLP as general bankruptcy counsel, Pachulski Stang
Ziehl & Jones LLP as local counsel, Intrepid Financial Partners,
LLC as investment banker, Opportune LLP as restructuring advisor
and Donlin Recano & Company, Inc., as claims and noticing agent.

Judge Kevin Gross has been assigned the cases.


ENERGY XXI: Deal With Lenders Require Ch. 11 Exit by Sept. 2
------------------------------------------------------------
Energy XXI Ltd, et al., filed with the U.S. Bankruptcy Court for
the Southern District of Texas a motion to assume the Restructuring
Support Agreement ("RSA"), dated as of April 11, 2016, by and among
each of the Debtors, and an ad hoc committee of Second Lien
Noteholders.

After extensive, arm's-length negotiations, the Company and the Ad
Hoc Committee were able to agree on the terms of a comprehensive
restructuring transaction.  The key terms of this transaction are
embodied in the RSA.

Within the Debtors' complex capital structure, the $1.45 billion in
secured Second Lien Notes issued by EGC represent the Debtors'
single largest funded debtholder constituency.  For this reason, as
well as the Debtors' inability to force their Second Lien
Noteholders to convert their secured debt into equity absent their
consent under applicable law, the Debtors have limited prospects to
consummate any reorganization absent the support of their Second
Lien Noteholders.

Accordingly, the Debtors proactively engaged an ad hoc group of
second lien noteholders in extensive, arm's-length negotiations and
ultimately reached agreement on the terms of a standalone
restructuring transaction that would right-size their balance sheet
and best position their go-forward operations for long-term
success.  This agreement is memorialized through the RSA.

The RSA contemplates that certain restructuring transactions will
be implemented in accordance with a joint pre-arranged chapter 11
plan of reorganization ("Plan") on terms consistent with an
attached term sheet (the "Term Sheet"). The key elements of the
Term Sheet include:

   -- Reorganized EGC becomes the New Parent and issues New Equity.
After the Effective Date, EGC is referred to in the Term Sheet as
the "New Parent" or "Reorganized EGC."  On the date the Plan
becomes effective (the "Effective Date"), new common stock in EGC
will be issued and distributed (the "New Equity"), and the New
Parent will hold substantially all of the assets of Energy XXI and
its subsidiaries.

   -- Second Lien Noteholders receive the New Equity. The Second
Lien Noteholders will receive 100% of the New Equity, subject to
dilution in connection with the Warrant Package and Management
Incentive Plan.

   -- Unsecured noteholders share in a Warrant Package.  The
Warrant Package will consist of warrants equal to an aggregate of
up to 10% of the New Equity, with a maturity of 10 years and an
agreed-upon strike price.  The Warrant Package is divisible among
the classes of EGC Unsecured Notes Claims, EPL Unsecured Notes
Claims, and EXXI Convertible Notes Claims, as defined in the Term
Sheet.  If, however, any such class votes to reject the Plan, it
will not receive a distribution thereunder.

   -- CEO Schiller is retained. John D. Schiller, Jr. has agreed to
remain on the Board of Directors of New Parent and to serve as its
CEO.

   -- Energy XXI files a winding-up proceeding in Bermuda.  Energy
XXI will file a winding-up petition and commence an official
liquidation proceeding in Bermuda under Bermudian law.

   -- Restructuring takes place on an agreed schedule.  The
restructuring transactions will be conducted under a timeline set
forth in the RSA, which requires the Debtors to file the Plan by
May 16, 2016 and the Effective Date to occur no later than
Sept. 2, 2016.

   -- Releases.  The Plan will include mutual releases and
exculpation provisions in favor of (a) the Debtors and their
related persons, professionals, and entities, and (b) the
Restructuring Support Parties and their related persons,
professionals, and entities.

The Debtors also have agreed to use their best efforts to either
(a) cause the drawn amount under the First Lien Credit Agreement to
remain outstanding at emergence from the chapter 11 cases, or (b)
refinance such amount on terms acceptable to the Majority
Restructuring Support Parties, with $228 million in letters of
credit remaining outstanding and other terms acceptable to the
Debtors and the Majority Restructuring Support Parties.30

The Restructuring Support Agreement establishes certain deadlines
(the "Milestones") intended to facilitate the expeditious
resolution of the chapter 11 cases, for the benefit of the Debtors'
estates and creditors.  The Milestones provide that the Debtors
will implement the Restructuring Transactions on this timeline:

   * No later than April 14, 2016 at 10:00 a.m. (Eastern Time), the
Debtors will commence the Chapter 11 Cases by filing bankruptcy
petitions with the Bankruptcy Court (such filing date, the
"Petition Date");

   * No later than April 14, 2016, EXXI will file a winding up
petition with the Bermuda Court commencing the Bermuda Proceeding;

   * On the Petition Date, the Debtors will file with the
Bankruptcy Court (i) a motion seeking entry of the Interim Cash
Collateral Order and the Final Cash Collateral Order; and (ii) a
motion seeking to assume this Agreement (the "RSA Assumption
Motion");

   * No later than April 18, 2016, the Bankruptcy Court will have
entered the Interim Cash Collateral Order;

   * No later than May 16, 2016, the Debtors will file with the
Bankruptcy Court: (i) the Plan; (ii) the Disclosure Statement; and
(iii) a motion seeking, among other things, (A) approval of the
Disclosure Statement, (B) approval of procedures for soliciting,
receiving, and tabulating votes on the Plan and for filing
objections to the Plan, and (C) to schedule the hearing to consider
confirmation of the Plan;

   * No later than May 25, 2016, the Bankruptcy Court will have
entered the Final Cash Collateral Order;

   * No later than July 1, 2016, the Bankruptcy Court will have
entered an order authorizing the assumption of the Restructuring
Support Agreement (the "RSA Assumption Order");

   * No later than July 1, 2016, (i) the Bankruptcy Court will have
entered an order approving the Disclosure Statement and the relief
requested in the Disclosure Statement and Solicitation Motion; and
(ii) no later than five business days after entry of the order
approving the Disclosure Statement and Solicitation Motion, the
Debtors will have commenced solicitation on the Plan by mailing the
Solicitation Materials to parties eligible to vote on the Plan;


   * No later than Aug. 8, 2016, the Bankruptcy Court will have
commenced the Confirmation Hearing;

   * No later than Aug. 19, 2016, the Bankruptcy Court will have
entered the Confirmation Order; and

   * No later than Sept. 2, 2016, the Debtors will consummate the
transactions contemplated by the Plan (the date of such
consummation, the "Effective Date"), it being understood that the
satisfaction of the conditions precedent to the Effective Date (as
set forth in the Plan and the Term Sheet) will be conditions
precedent to the occurrence of the Effective Date.

Failure to meet a Milestone results in a termination right for the
Restructuring Support Parties, unless the default either (a) is
waived or extended by those Restructuring Support Parties who hold,
in the aggregate, at least 66.6% in principal amount of the
outstanding Second Lien Notes Claims held by the Restructuring
Support Parties (the "Majority Restructuring Support Parties") or
(b) is the direct result of a Restructuring Support Party's
action.

A copy of the Restructuring Support Agreement is available at:

                      http://is.gd/Zluca8

The Ad Hoc Committee of Second Lien Noteholders' attorneys:

         MILBANK, TWEED, HADLEY & McCLOY LLP
         Attn: Dennis F. Dunne
               Samuel A. Khalil
         28 Liberty Street New York, NY 10005
         Tel: (212) 530-5000
         Fax: (212) 530-5219
         E-mail: ddunne@milbank.com
                 skhalil@milbank.com

                        About Energy XXI

Energy XXI Ltd was incorporated in Bermuda on July 25, 2005.  With
its principal operating subsidiary headquartered in Houston, Texas,
Energy XXI is engaged in the acquisition, exploration, development
and operation of oil and natural gas properties onshore in
Louisiana and Texas and in the Gulf of Mexico Shelf.  It is listed
on the NASDAQ Global Select Market under the symbol "EXXI".

Energy XXI Ltd and 25 of its affiliates filed on April 14, 2016,
bankruptcy petitions in the U.S. Bankruptcy Court for the Southern
District of Texas (Bankr. S.D. Tex. Lead Case No. 16-31928).  The
petitions were signed by Bruce W. Busmire, the CFO.  Judge Karen K.
Brown is assigned to the cases.

Energy XXI Ltd on April 14, 2016, also filed a winding-up petition
commencing an official liquidation proceeding under the laws of
Bermuda before the Supreme Court of Bermuda.

The Debtors sought bankruptcy protection after reaching a deal with
lenders on the filing of a restructuring plan that would convert
$1.45 billion owed to second lien noteholders into equity of the
reorganized company.

The Debtors have hired Vinson Elkins as counsel, Gray Reed &
McGraw, P.C. as special counsel, Conyers Dill & Pearman as Bermuda
counsel, Locke Lord LLP as regulatory counsel, PJT Partners LP as
investment banker, Opportune LLP as financial advisor, Epiq
Systems, Inc., as notice and claims agent.


ENERGY XXI: Seeks Approval to Use Cash Collateral
-------------------------------------------------
Energy XXI Ltd, et al., filed a motion asking the U.S. Bankruptcy
Court for the Southern District of Texas for approval to use cash
collateral of the prepetition secured parties and provide adequate
protection to:

   (1) Wells Fargo Bank, N. A., as successor administrative agent
to The Royal Bank of Scotland plc (the "First Lien Agent") under
the First Lien Credit Agreement, and the other first lien secured
parties; and

   (2) U.S. Bank National Association, as Indenture Trustee and
Collateral Trustee (the "Second Lien Trustee") under the Second
Lien Indenture, and the other second lien secured parties;

The Court has entered an interim order authorizing the Debtors to
use cash collateral.  A final hearing on the Motion is scheduled
for May 5, 2016, at 2:30 p.m.  Objections are due May 3.  A copy of
the Interim Cash Collateral Order is available at:

    http://bankrupt.com/misc/Energy_XXI_66_Int_Cash_Ord.pdf

Harry A. Perrin, Esq., at Vinson & Elkins LLP, avers that the
Debtors use cash on hand and cash flow from operations to procure
goods and services from vendors, pay their employees, and satisfy
other working capital needs.  The inability to use these funds
during the chapter 11 cases could cripple the Debtors' business
operations, causing immediate and irreparable harm to the Debtors
and their estates.

The Debtors also rely on encumbered cash generated from their
operations to fund payroll, pay vendors, meet overhead costs, and
make any other payments that are essential for the continued
management, operation, and preservation of the Debtors' businesses.
The Debtors have approximately $22.4 million in unencumbered cash
available at Energy XXI Ltd.

The First Lien Agent, on behalf of the First Lien Secured Parties,
has consented to the use of Prepetition Collateral.  The Second
Lien Secured Parties' consent is subject to the terms of the
Intercreditor Agreement.

The Debtors propose to provide the First Lien Secured Parties with
this adequate protection package:

   * Adequate protection liens, including a first priority priming
lien on, and security interest in the Prepetition Collateral and
all other of the Debtors' now owned and hereafter-acquired real and
personal property, assets and rights of any kind or nature, and a
junior priority lien on and security interest in all prepetition
and postpetition property of the Debtors that is subject to a
prepetition lien

   * Allowed administrative claims as provided in Section 507(b) of
the Bankruptcy Code, with priority in payment over any and all
unsecured claims and administrative expense claims against the
Debtors;

   * Each calendar month after the entry of the Interim Order, in
an amount equal to all accrued and unpaid prepetition or
postpetition interest, fees and costs due and payable under the
First Lien Credit Agreement, with additional interest on the First
Lien Prepetition Indebtedness at the post-default rate of 2%
continuing to accrue and be added to the aggregate allowed amount
of the First Lien Prepetition Indebtedness;

   * Payment of reasonable and document fees, expenses, and
disbursements incurred by the First Lien Agent under the First Lien
Credit Agreement;

   * Maintenance of the Debtors' cash management system in a manner
consistent with an order granting the Debtors' cash management
motion;

   * Continued compliance with certain financial reporting
requirements set forth in the First Lien Credit Agreement and
certain additional reporting requirements described in the Interim
Order; and

   * Certain restrictions set forth in the Interim Order related to
sales and dispositions of Collateral.

The Debtors also propose to provide the Second Lien Secured Parties
with an adequate protection package that includes adequate
protection liens, including security interests in and liens on the
Collateral, subject only to the Carve-Out, the First Lien Adequate
Protection Liens, and the liens and security interests securing the
First Lien Prepetition Indebtedness, and subject further to the
Intercreditor Agreement.

The Debtors have stipulated, subject to a challenge period, to,
among other things, the amount of the claims and the validity of
the liens of the Prepetition Agents and Prepetition Secured Parties
as of the Petition Date.

                Prepetition Capital Structure

As of the Petition Date, the Company's liabilities totaled
approximately $2.9 billion.  The Company's significant funded debt
obligations include:

                                            Interest     Amount
($ in millions)                 Maturity      Rate     Outstanding
                                --------    --------   -----------
A. Energy XXI Gulf Coast, Inc.:
  Revolving Credit Facility     April 2018      6.25%         ___
  Second Lien Notes             March 2020     11.00%      $1,450
  9.25% Senior Notes            December 2017   9.25%        $249
  7.75% Senior Notes            June 2019       7.75%        $101
  7.50% Senior Notes            December 2021   7.50%        $238
  6.875% Senior Notes           March 2024      6.875%       $144
B. EPL Oil & Gas, Inc.:
  Revolving Credit Facility     April 2018      6.25%         $99
  8.25% Senior Notes            February 2018   8.25%        $214
C. Energy XXI:
  3.00% Convertible Notes       December 2018   3.00%        $363

The Company maintains a reserve-based revolving credit facility
under the Second Amended and Restated First Lien Credit Agreement
dated as of May 5, 2011 (as amended, the "First Lien Credit
Agreement") between EGC, EPL, the lenders party thereto, First Lien
Lenders"), and Wells Fargo Bank, N.A., as administrative agent (the
"First Lien Agent").  The reserve-based revolving credit facility
(the "Revolving Credit Facility"), under the First Lien Credit
Agreement, as amended, has a maximum facility amount and borrowing
base of approximately $327.1 million.  Approximately $99.4 million
of the total borrowing base is allocated to the sub-facility
established for EPL under the First Lien Credit Agreement.  The
remaining approximately $227.7 million borrowing base at EGC is
undrawn, but committed for issued and outstanding undrawn letters
of credit.  Accordingly, as of the Petition Date, there is no
availability to draw on the Revolving Credit Facility.

On March 12, 2015, EGC issued $1.45 billion aggregate principal
amount of 11.0% senior secured second lien notes due March 15, 2020
(the "Second Lien Notes"), which were issued at 96.313% of par,
resulting in original issue discount of approximately $53.5
million.  The Second Lien Notes were issued under the Indenture
dated March 12, 2015 (the "Second Lien Notes Indenture"), among
EGC, as issuer, the guarantors, and U.S. Bank National Association,
as trustee.   Interest under the Second Lien Notes is payable
semi-annually in March and September, subject to a 30-day grace
period. EGC did not make the approximately $79.75 million interest
payment on the Second Lien Notes due on March 15, 2016, and the
grace period with respect to such payment was scheduled to expire
at 10:00 a.m. Eastern Time on April 14, 2016.

A copy of the affidavit in support of the First Day Motions is
available at:

  http://bankrupt.com/misc/Energy_XXI_30_1st_Day_Affidavit.pdf

                        About Energy XXI

Energy XXI Ltd was incorporated in Bermuda on July 25, 2005.  With
its principal operating subsidiary headquartered in Houston, Texas,
Energy XXI is engaged in the acquisition, exploration, development
and operation of oil and natural gas properties onshore in
Louisiana and Texas and in the Gulf of Mexico Shelf.  It is listed
on the NASDAQ Global Select Market under the symbol "EXXI".

Energy XXI Ltd and 25 of its affiliates filed on April 14, 2016,
bankruptcy petitions in the U.S. Bankruptcy Court for the Southern
District of Texas (Bankr. S.D. Tex. Lead Case No. 16-31928).  The
petitions were signed by Bruce W. Busmire, the CFO.  Judge Karen K.
Brown is assigned to the cases.

Energy XXI Ltd on April 14, 2016, also filed a winding-up petition
commencing an official liquidation proceeding under the laws of
Bermuda before the Supreme Court of Bermuda.

The Debtors sought bankruptcy protection after reaching a deal with
lenders on the filing of a restructuring plan that would convert
$1.45 billion owed to second lien noteholders into equity of the
reorganized company.

The Debtors have hired Vinson Elkins as counsel, Gray Reed &
McGraw, P.C. as special counsel, Conyers Dill & Pearman as Bermuda
counsel, Locke Lord LLP as regulatory counsel, PJT Partners LP as
investment banker, Opportune LLP as financial advisor, Epiq
Systems, Inc., as notice and claims agent.


ENERGY XXI: Seeks to Limit Trading to Protect NOLs
--------------------------------------------------
Energy XXI Ltd, et al., ask the U.S. Bankruptcy Court for the
Southern District of Texas to establish and implement restrictions
and notification requirements regarding the tax ownership and
certain transfers of Debtor Energy XXI's existing common stock (the
"Common Stock"), 5.625% Perpetual Convertible Preferred Stock (the
"5.625% Preferred Stock"), and 7.25% Perpetual Convertible
Preferred Stock (the "7.25% Preferred Stock") and, together with
the Common Stock and the 5.625% Preferred Stock, the "Stock").

Judge David R. Jones has approved the Debtors' Motion on an interim
basis.  A final hearing on the Motion is scheduled for May 5, 2016,
at 2:30 p.m.

A company generates net operating losses ("NOLs") if its expenses
exceed revenues generated during a single tax year.  The Debtors
have incurred and expect to continue to incur significant NOLs. The
Debtors estimate that as of June 30, 2015, the Debtors have NOLs of
$1,019,541,604 and $773,342,728 for federal and state tax reporting
purposes, respectively.  In addition, as of June 30, 2015, the
Debtors have generated $282,006 in minimum tax credits ("AMT
Credits") and $384,003 in general business credits ("Business
Credits" and together with the AMT Credits and the NOLs, the "Tax
Attributes") for federal tax reporting purposes.

The Debtors' Tax Attributes may be worth as much as $419,167,086 in
potential future tax savings.

Because an "ownership change" may negatively impact the Debtors'
utilization of their NOLs, the Debtors proposed these procedures:

   * Any "substantial equity holder " -- entity that has direct or
indirect beneficial ownership of at least at least (i) 4,387,817
shares of Common Stock, which represents approximately 4.50% of the
issued and outstanding Common Stock as of the Petition Date, (ii)
31,151 shares of 5.625% Preferred Stock, which represents
approximately 4.5% of the issued and outstanding 5.625% Preferred
Stock as of the Petition Date, or (iii) 135 shares of 7.25%
Preferred Stock, which represents approximately 4.5% of the issued
and outstanding 7.25% Preferred Stock as of the Petition Date, --
must serve and file a declaration on or before the later of (i) 15
days after the date of the interim order approving the procedures
and (ii) 10 days after becoming a substantial shareholder.

   * At least 15 days prior to effectuating any transfer of the
equity securities that would result in another entity becoming a
substantial shareholder, the parties to such transaction must serve
and file a notice of the intended stock transaction.

   * The Debtors have 15 days after receipt of the stock
transaction notice to object to the proposed transaction.

   * If the Debtors do not object, the proposed transaction may
proceed.

   * Any transfer of the equity securities in violation of the
procedures will be null and void ab initio.

                        About Energy XXI

Energy XXI Ltd was incorporated in Bermuda on July 25, 2005.  With
its principal operating subsidiary headquartered in Houston, Texas,
Energy XXI is engaged in the acquisition, exploration, development
and operation of oil and natural gas properties onshore in
Louisiana and Texas and in the Gulf of Mexico Shelf.  It is listed
on the NASDAQ Global Select Market under the symbol "EXXI".

Energy XXI Ltd and 25 of its affiliates filed on April 14, 2016,
bankruptcy petitions in the U.S. Bankruptcy Court for the Southern
District of Texas (Bankr. S.D. Tex. Lead Case No. 16-31928).  The
petitions were signed by Bruce W. Busmire, the CFO.  Judge Karen K.
Brown is assigned to the cases.

Energy XXI Ltd on April 14, 2016, also filed a winding-up petition
commencing an official liquidation proceeding under the laws of
Bermuda before the Supreme Court of Bermuda.

The Debtors sought bankruptcy protection after reaching a deal with
lenders on the filing of a restructuring plan that would convert
$1.45 billion owed to second lien noteholders into equity of the
reorganized company.

The Debtors have hired Vinson Elkins as counsel, Gray Reed &
McGraw, P.C. as special counsel, Conyers Dill & Pearman as Bermuda
counsel, Locke Lord LLP as regulatory counsel, PJT Partners LP as
investment banker, Opportune LLP as financial advisor, Epiq
Systems, Inc., as notice and claims agent.


ENERGY XXI: Seeks to Pay $10.2 Million to Critical Vendors
----------------------------------------------------------
Energy XXI Ltd, et al., ask the U.S. Bankruptcy Court for the
Southern District of Texas for approval to pay, in the reasonable
exercise of their business judgment, amounts totaling up to $10.2
million owed to certain vendors that are critical to the Debtors'
business operations.

The Debtors, in consultation with their professional advisors,
meticulously reviewed a list of approximately 1,700 vendors to
determine which vendors were absolutely critical to their business
operations.

The Debtors seek to pay all vendors the amounts owed for
prepetition services rendered and goods sold.  Rather, the Debtors
seek authority to pay only those vendors that they have determined
in their business judgment to be truly critical to their production
operations (21 out of the approximately 1,700 vendors in the
Debtors' accounts payable system, or approximately $10.2 million
out of approximately $64 million in total prepetition vendor
claims).

The list of critical vendors include staffing companies Island
Operating Company, Shamrock Management LLC, Sirius Technologies,
and Wood Group PSN, Inc., which supply the vast majority of the
Debtors' offshore labor.  Specifically, these Staffing Companies
provide approximately 1,000 specialized workers that are trained
and critical to the Debtors offshore operations.  Many of the
offshore workers employed through the Staffing Companies have been
working on the Debtors' platforms for years and have historical
knowledge of the Debtors' offshore facilities and operations
(including safety procedures).  According to the Debtors, it would
be difficult, if not impossible, for the Debtors to replace and
retrain their entire offshore workforce.

Additionally, Ethos Energy Light Turbines LLC and Solar Turbines
Incorporated provide vital compressor equipment and spare parts
that cannot be located by the Debtors elsewhere.  The Debtors say
that without such compressor equipment and spare parts, the Debtors
production operations will be materially impacted.

The 21 critical vendors identified by the Debtors are:

                                                          Amount
    Vendor Name                Vendor Type             To Be Paid
    -----------                -----------             ----------
AFS Petrologix Compliance      Compliance Personnel       $46,000
Barry Graham Oil Services LLC  Boat Transportation        $61,000
Bisso Marine Company, Inc.     Platform Removal          $200,000
C&G Boats Inc.                 Boat Transportation       $594,000
Cheramie Marine, LLC           Boat Transportation       $103,000
Church Point Wholesale         Food Supplier             $271,000
C-Port/Stone LLC               Fuel Supplier              $21,000
Dulan, LLC                     SCADA Technicians         $336,000
Ethos Energy Light Turbines    Equipment                  $15,000
Gaubert Oil Company Inc.       Fuel Supplier             $235,000
Energy XXI GIGS Services, LLC  Midstream Pipeline      $1,313,000
Island Operating Co., Inc.     Operations Personnel      $550,000
John W. Stone Oil Distributor  Fuel Supplier             $146,000
PHI Inc                        Helicopters               $837,000
Shamrock Management LLC        Operations Personnel      $475,000
Sirius Technologies, LLC       Operations Personnel      $386,000
Solar Turbines Incorporated    Equipment                  $38,000
Sparrows Offshore LLC          Inspections               $357,000
Superior Energy Services, LLC  Well Service Operations   $407,000
United Vision Logistics        Ground Transportation     $162,000
Wood Group PSN, Inc.           Operations Personnel    $3,612,000
                                                      -----------
                                   TOTAL              $10,165,000

                        About Energy XXI

Energy XXI Ltd was incorporated in Bermuda on July 25, 2005.  With
its principal operating subsidiary headquartered in Houston, Texas,
Energy XXI is engaged in the acquisition, exploration, development
and operation of oil and natural gas properties onshore in
Louisiana and Texas and in the Gulf of Mexico Shelf.  It is listed
on the NASDAQ Global Select Market under the symbol "EXXI".

Energy XXI Ltd and 25 of its affiliates filed on April 14, 2016,
bankruptcy petitions in the U.S. Bankruptcy Court for the Southern
District of Texas (Bankr. S.D. Tex. Lead Case No. 16-31928).  The
petitions were signed by Bruce W. Busmire, the CFO.  Judge Karen K.
Brown is assigned to the cases.

Energy XXI Ltd on April 14, 2016, also filed a winding-up petition
commencing an official liquidation proceeding under the laws of
Bermuda before the Supreme Court of Bermuda.

The Debtors sought bankruptcy protection after reaching a deal with
lenders on the filing of a restructuring plan that would convert
$1.45 billion owed to second lien noteholders into equity of the
reorganized company.

The Debtors have hired Vinson Elkins as counsel, Gray Reed &
McGraw, P.C. as special counsel, Conyers Dill & Pearman as Bermuda
counsel, Locke Lord LLP as regulatory counsel, PJT Partners LP as
investment banker, Opportune LLP as financial advisor, Epiq
Systems, Inc., as notice and claims agent.


EXTREME PLASTICS: Taps Paul Hastings as Counsel
-----------------------------------------------
Extreme Plastics Plus, Inc. and its debtor-affiliates seek
authorization from the U.S. Bankruptcy Court for the District of
Delaware to employ Paul Hastings LLP as counsel, nunc pro tunc to
March 9, 2016.

The Debtors require Paul Hastings to render general legal services
to the Debtors as needed throughout the course of the Chapter 11
cases, including bankruptcy, corporate, labor and employment,
employee benefits, finance, intellectual property, litigation, real
estate, securities, and tax advice. In particular, the Debtors
anticipate that Paul Hastings will perform, among others, the
following legal services:

   (a) advising the Debtors of their rights, powers, and duties as

       debtors and debtors in possession while operating and
       managing their businesses and properties under Chapter 11
       of the Bankruptcy Code;

   (b) preparing on behalf of the Debtors necessary and
       appropriate applications, motions, proposed orders, other
       pleadings, notices, schedules, and other documents, and
       reviewing financial and other reports to be filed in these
       Chapter 11 cases;

   (c) advising the Debtors concerning, and preparing responses
       to, applications, motions, other pleadings, notices, and
       other papers that may be filed by other parties in these
       bankruptcy cases;

   (d) advising the Debtors with respect to, and assisting in the
       negotiation and documentation of, financing agreements and
       related transactions;

   (e) reviewing the nature and validity of liens asserted against

       the Debtors' property and advising the Debtors concerning
       the enforceability of such liens;

   (f) advising the Debtors regarding their ability to initiate
       actions to collect and recover property for the benefits of

       their estates;

   (g) advising and assisting the Debtors in connection with any
       potential asset sales and property dispositions;

   (h) advising the Debtors concerning executory contract and
       unexpired lease assumptions, assignments, and rejections as

       well as lease restructurings and recharacterizations;

   (i) advising the Debtors in connection with the formulation,
       negotiation, and promulgation of a plan or plans of
       reorganization, and related transactional documents;

   (j) assisting the Debtors in reviewing, estimating, and
       resolving claims asserted against the Debtors' estates;

   (k) commencing and conducting litigation necessary and
       appropriate to assert rights held by the Debtors, protect
       assets of the Debtors' Chapter 11 estate, or otherwise
       further the goal of completing the Debtors' successful
       reorganization; and

   (l) providing non-bankruptcy services for the Debtors to the
       extent requested by the Debtors.

Paul Hastings will be paid at these hourly rates:

       Chris L. Dickerson, Partner   $1,050
       Marc J. Carmel, Of Counsel    $1,000
       Brendan Gage, Associate       $775
       Daniel Faichney, Associate    $590
       Partners                      $850-$1,325
       Of Counsel                    $850-$1,300
       Associates                    $475-$895
       Paraprofessionals             $185-$475

Paul Hastings will also be reimbursed for reasonable out-of-pocket
expenses incurred.

Chris L. Dickerson, partner of Paul Hastings, assured the Court
that the firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code and does not represent any
interest adverse to the Debtors and their estates.

The Court will hold a hearing on the motion on May 2, 2016, at
11:00 a.m.  Objections, if any, are due April 25, 2016, at 4:00
p.m.

Paul Hastings can be reached at:

       Christopher L. Dickerson, Esq.
       PAUL HASTINGS LLP
       715 Wacker Drive
       Chicago, IL 60606
       Tel: (312) 499-6045
       Fax: (312) 499-6100
       E-mail: chrisdickerson@paulhastings.com

                      About Extreme Plastics

Founded in 2007, privately-held Extreme Plastics Plus, Inc.,
operates an environmental containment business specializing in
providing environmental lining, above ground storage tanks,
composite rig mats, secondary steel wall containment systems, and
closed loop solids control services, primarily for the oil and gas
industry.  Extreme Plastics has six facilities in Fairmont, West
Virginia, Tunkhannock, Pennsylvania, St. Clairsville, Ohio, Moore,
Texas, Odessa, Texas, and Oklahoma City, Oklahoma.

The stock of Extreme Plastics is held entirely by EPP Intermediate
Holdings, Inc.  The stock of EPP Intermediate is held entirely by
EPP Holding Company, LLC, a non-debtor.

Extreme Plastics, and affiliate EPP Intermediate Holdings, Inc.,
sought Chapter 11 protection (Bankr. D. Del. Lead Case No.
16-10221) on Jan. 31, 2016, as the ongoing decline in the price of
oil and natural gas negatively impacted demand of the Debtors'
services.

Extreme Plastics estimated $10 million to $50 million in assets and
$50 million to $100 million in debt.  EPP Intermediate estimated $1
million to $10 million in assets and $50 million to $100 million in
debt.

As of the Petition Date, Extreme Plastics owes $49.5 million under
a secured facility provided by lenders led by Citizens Bank of
Pennsylvania, as agent.   The facility is secured by a lien in
substantially all of the Debtors' assets, as well as a pledge of
100% of the equity in Extreme Plastics and EPP Intermediate.

The Debtors tapped Sullivan Hazeltine Allinson LLC as attorneys
and Epiq Bankruptcy Solutions, LLC, as claims and noticing agent.

The U.S. Trustee has appointed five members to the Official
Committee of Unsecured Creditors.  The Committee selected Reed
Smith LLP as counsel.



FANNIE MAE & FREDDIE MAC: Josh Angel Sends Directors Draft Lawsuits
-------------------------------------------------------------------
Joshua J. Angel sent draft complaints to all Fannie Mae and Freddie
Mac directors yesterday to give them a peek at the specific claims
and causes of action for which he can recover damages from them
individually.  Copies of Mr. Angel's draft complaints are available
at:

     http://bankrupt.com/misc/JoshAngelFNMADraftComplaint.pdfand  
     http://bankrupt.com/misc/JoshAngelFMCCDraftComplaint.pdf

It's important to understand that Mr. Angel does not challenge or
contest the imposition of the conservatorship in 2008 nor does he
want to unwind the Net Worth Sweep imposed in 2012.  The
conservatorship and Third Amendment make no difference to Mr.
Angel.  He wants the government to honor its promises.  He wants
Fannie and Freddie's directors to do their jobs and fulfill their
fiduciary duties to preferred shareholders, and he's preparing to
sue them individually if they don't.  

                         The Implicit Guarantee

As we've previously reported, Mr. Angel asserts that:

    (A) the government's implicit guarantee of preferred shares
        has always been in place;

    (B) that implicit guarantee did not change when the GSEs
        were placed into conservatorship; and

    (C) the guarantee is still in place today.  

Mr. Angel explains that the government's implicit guarantee of the
GSEs' financial obligations -- their debts and preferred securities
-- arose over time by a combination of statutory provisions and
conduct.  If not for the government's implicit guarantee, Fannie
Mae would never have been able to sell $22 billion of preferred
stock and additional common shares at $20 apiece in the year prior
to entering conservatorship.

Mr. Angel acknowledges that when the GSEs pre-conservatorship
boards of directors agreed to conservatorship, they ceded control
over the GSEs' assets and conveyed plenary management power to FHFA
as conservator.  But HERA -- the governing conservatorship statute
-- does not give the current directors a license to disregard their
contractual obligations and fiduciary duties to preferred
shareholders.  

Interestingly, Howard N. Cayne, Esq., at Arnold & Porter LLP,
argued last week before the D.C. Circuit that FHFA has no duty to
anyone but itself and the GSEs.  We suspect Fannie, Freddie and
FHFA would also contend that the GSEs directors have no duty to
anyone but FHFA.  But the D.C. Circuit requested supplemental
briefs concerning 12 U.S.C. Sec. 4623 -- see http://goo.gl/8KzzLt
-- a statute never previously discussed in GSE shareholder
litigation which describes a process for Fannie and Freddie to
challenge actions taken by FHFA.  That process seems to contravene
the notion that the Congress intended for GSE directors to be
handpicked FHFA puppets and suggests directors are not fully
insulated from litigation.  

"Even more ethically troublesome," Mr. Angel says, "is Treasury
amnesia regarding its moral responsibility to effect junior
preferred share dividend, and stated value repayment in light of
its complicity in the marketing of the preferred shares as a
virtually risk free investment by virtue of the implicit
guarantee."  Recall that U.S. banks were allowed to treat GSE
preferred stock as Tier I capital.  To quantify the risk, if any,
the market perceived about Fannie Mae's Series T preferred
securities issued less than four months prior to the
conservatorship, we contacted Bloomberg, Creditex and Markit, and
the International Swaps and Derivatives Association, Inc., for help
locating credit default swap pricing data for CUSIP 313586737.  To
our surprise, there isn't any pricing data.  That only makes sense
if nobody perceived there was any risk to insure and no credit
default swaps were traded.  

Mr. Angel's draft complaints charge that the Net Worth Sweep
provided the GSEs with no benefit, and the directors' failure to
reject the Third Amendment constitute multiple breaches of their
duties to preferred shareholders in addition to plain old-fashioned
corporate waste.  

                         Honoring Commitments

Mr. Angel points to a Treasury-issued news release -- see
https://goo.gl/ZO00N4 -- dated Sept. 11, 2008, that affirmed the
implicit guarantee when it said, "[T]he U.S. Government stands
behind the preferred stock purchase agreements and will honor its
commitments.  Contracts are respected in this country as a
fundamental part of rule of law."  

At last week's hearing before the D.C. Circuit, Treasury's lawyer
from the Department of Justice branded GSE shareholders as
speculators.  Hamish Hume, Esq., at Boies, Schiller & Flexner LLP,
representing the Class Plaintiffs in Perry v. Lew, reminded the
three-judge panel that Fannie Mae sold roughly two-thirds of its
outstanding preferred stock within the year prior to
conservatorship at par -- and speculators don't pay par value.  

In U.S. history, there was talk about evil speculators in 1789 when
Alexander Hamilton proposed his monetary plan to the First Congress
that called for reinstatement of all Revolutionary War debts at
100-cents-on-the-dollar plus interest.  Representative William
Maclay from Pennsylvania railed against Mr. Hamilton, and Rep.
Maclay's personal journal contains more unflattering commentary
about Mr. Hamilton.  Our Nation's decision to assume and pay all
Revolutionary War debts with interest has given our country
unlimited access to global capital markets -- to the tune of $19
trillion dollars and counting.  

Argentina completed the largest emerging market bond sale in
history this week, selling $16.5 billion in bonds after honoring
its obligations to so-called speculators following its default 15
years ago.  

Corporate debtors emerging from chapter 11 restructurings routinely
arrange exit financing facilities and find investors eager to hold
new post-reorganization debt and equity securities.  That's because
those broken companies fix their problems while under the
supervision of a bankruptcy court, write a new contract called a
plan of reorganization with their stakeholders, and honor their
obligations as required under the Bankruptcy Code and other
applicable law.  

Some intriguing proposals to restructure Fannie and Freddie have
been released in the past year by:

    * investment banker Jim Millstein at Millstein & Co. --
      see http://goo.gl/mTlMBX

    * thought leaders Drs. Robert J. Shapiro and Elaine C. Karmarck

      -- see http://goo.gl/7VRjgWand  

    * former Fannie Mae executive J. Timothy Howard -- see
      https://goo.gl/Z3DaFG

and they all require Fannie and Freddie (or their successors,
regardless of what name they may be known by) to have access to
capital.  If the government refuses to honor Fannie and Freddie's
pre-conservatorship preferred stock obligations, lenders and
investors won't make the capital available.


FELD LIMITED: Court Approves $900K Sale of Velp Avenue Property
---------------------------------------------------------------
Feld Limited Partnership sought and obtained from Judge Susan V.
Kelley of the U.S. Bankruptcy Court for the Eastern District of
Wisconsin, authorization to sell its Property, described as 2450
Velp Avenue in the Village of Howard, Brown County, Wisconsin to
Prime Space, LLC, for the purchase price of $900,000, free and
clear of all liens and encumbrances.

Judge Kelley ordered that all liens and encumbrances will attach to
the net proceeds of the sale.  She further ordered that the
proceeds of the sale will be first distributed to cover all normal
costs of sale and broker's fees.

The Court approved the commission of Donald Donoian of Inland Real
Estate Partners d/b/a Colliers International, in the amount of
$54,000, and ordered that it be paid immediately from the proceeds
of the sale at closing.

Feld Limited Partnership is represented by:

          Paul G. Swanson, Esq.
          STEINHILBER, SWANSON, MARES,
          MARONE & MCDERMOTT
          107 Church Avenue, P.O. Box 617
          Oshkosh, WI 54903-0617
          Telephone: (920)426-0456
          Facsimile: (920)426-5530
          E-mail: pswanson@oshkoshlawyers.com

                  About Feld Limited Partnership

Feld Limited Partnership, engaged in the business of leasing and
managing real properties in the Madison and Green Bay areas, filed
a Chapter 11 bankruptcy petition (Bank. E.D. Wisc. Case No.
16-20826) on Feb. 3, 2016.  Dennis J. Feld signed the petition as
general partner.  The Debtor disclosed total assets of $15.17
million and total debts of $7.50 million.  Steinhilber, Swanson,
Mares, Marone & McDermott serves as the Debtor's counsel.


FELD LIMITED: Court Approves Mary Guldan-Lindstrom as Accountant
----------------------------------------------------------------
Feld Limited Partnership sought and obtained permission from the
U.S. Bankruptcy Court for the Eastern District of Wisconsin to
employ Mary Guldan-Lindstrom of Focus CPA, Inc. as accountant for
the estate.

The professional services to be rendered by the accountant is to
compile monthly reports, perform projection and financial analysis,
work on financial aspects of the reorganization, draft tax return,
both state and federal.

The hourly rate for said professional services is $175.

The accountant will also be reimbursed for reasonable out-of-pocket
expenses incurred.

Mary Guldan-Lindstrom assured the Court that the firm is a
"disinterested person" as the term is defined in Section 101(14) of
the Bankruptcy Code and does not represent any interest adverse to
the Debtors and their estates.

The accountant can be reached at:

       Mary Guldan-Lindstrom
       MARY GULDAN-LINDSTROM OF FOCUS CPA, INC.
       117A Packerland Drive
       Green Bay, WI 54303
       Tel: (920) 351-4842

                    About Feld Limited Partnership

Feld Limited Partnership, engaged in the business of leasing and
managing real properties in the Madison and Green Bay areas, filed
a Chapter 11 bankruptcy petition (Bank. E.D. Wisc. Case No.
16-20826) on Feb. 3, 2016.  Dennis J. Feld signed the petition as
general partner.  The Debtor disclosed total assets of $15.17
million and total debts of $7.50 million.  Steinhilber, Swanson,
Mares, Marone & McDermott serves as the Debtor's counsel.


FOUNTAINS OF BOYNTON: Has Final OK for Bradley Shraiberg as Counsel
-------------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Florida, in
a final order, authorized Fountains of Boynton Associates, Ltd., to
employ Bradley, Shraiberg, Esq. and Shraiberg Ferrera & Landaue,
P.A. as general bankruptcy counsel nunc pro tunc to Feb. 5, 2016.

As reported by the Troubled Company Reporter on March 4, 2016,
Judge Erik P. Kimball gave his interim approval on the request to
employ Bradley Shraiberg.

Shraiberg, Ferrara has agreed to render services to the bankruptcy
estate at these hourly rates:

     $125 for legal assistants, and
     $300 to $500 for attorneys.

The hourly rate of Mr. Shraiberg is $500.00.

Prior to the filing of the case, Shraiberg, Ferrara received a
$41,717 retainer, which includes the filing fee of $1,717.  The
retainer was provided by Boynton Waters Realty, Inc., a third party
Florida corporation of which John Kennelly is the president and
vice-president.  Mr. Kennelly is also the president and
vice-president of the Debtor.

Mr. Shraiberg attests that his firm does not represent any interest
adverse to the Debtor, its estate, or its creditors.  He notes,
however, that Mr. Kennelly is a managing member and individual
representative of the following limited liability companies:
Enclave at Hillsboro, LLC; Hillsboro Mile Properties, LLC;
Antipodean Properties, LLC; Remi Hillsboro, LLC; Kerekes Land Trust
Properties, LLC; Estates of Boynton Waters Properties, LLC; Enclave
at Boynton Waters Properties, LLC; and Lake Placid Waterfront
Properties, LLC.  The Companies have each filed voluntary petitions
for relief under chapter 11 of the Bankruptcy Code, and their
jointly-administered cases are pending in this Court (In re Enclave
at Hillsboro, LLC, et al., Lead Case No. 15-26155-EPK).

The firm may be reached at:

     Bradley S. Shraiberg, Esq.
     Patrick Dorsey, Esq.
     SHRAIBERG, FERRARA & LANDAU, P.A.
     2385 NW Executive Center Drive, #300
     Boca Raton, FL 33431
     Telephone: 561-443-0800
     Facsimile: 561-998-0047
     E-mail: bshraiberg@sfl-pa.com
             pdorsey@sfl-pa.com

Fountains of Boynton Associates, Ltd., based in Boynton Beach,
Fla., sought Chapter 11 bankruptcy protection (Bankr. S.D. Fla.
Case No. 16-11690) on Feb. 5, 2016.  The Debtor considers
itself a "single asset real estate".  The Hon. Erik P. Kimball
oversees the case.  Bradley S Shraiberg, Esq., and Patrick Dorsey,
Esq., at Shraiberg, Ferrara, & Landau, serve as the Debtor's
counsel.  The petition was signed by John B. Kennelly, manager.

The Debtor disclosed total assets of $71,421,648 and total
liabilities of $53,672,029.


FRAC SPECIALISTS: Employs Real Estate One as Broker
---------------------------------------------------
Frac Specialists, LLC, et al., seek authority from the U.S.
Bankruptcy Court for the Northern District of Texas to employ Real
Estate One as real estate broker.

Frac Specialists is the owner of an improved real estate located at
3711 N. County Road 1150, in Midland, Texas.  Because the Debtors
are in the process of winding down their business, they no longer
have a need for the Property, Jeff P. Prostok, Esq., at Forshey &
Prostok LLP, in Ft. Worth, Texas -- jprostok@forsheygrostok.com --
tells the Court.

Mr. Prostok informs the Court that Frac Specialists has recently
engaged Real Estate One to act as real estate broker to market the
Property for sale, pursuant to a listing agreement.  The Listing
Agreement provides that the Listing of the Property begins on March
21, 2016, and ends on September 30, 2016.  The Listing Agreement
further provides that Real Estate One will be paid a customary
commission of 6% of the sales price for the Property.

The Debtors submit that the terms and conditions set forth in the
Listing Agreement are reasonable and based upon industry standards
and practice and that, therefore, the Broker should be retained on
these terms and conditions.

Bill Scott, a real estate broker with Real Estate One, assures the
Court that he and the Firm are disinterested and do not hold or
represent any interest adverse to the Debtors or their estates.

                     About Frac Specialists

Frac Specialists, LLC, Cement Specialists, LLC, and Acid
Specialists, LLC, are oilfield service providers serving the
exploration and production industry within the Permian Basin.
Noble Natural Resources, LLC, Javier Urias and Alex Hinojos
collectively own 100% of the membership interests in the
Companies.

The Companies sought Chapter 11 bankruptcy protection (Bankr. N.D.
Tex. Lead Case No. 15-41974), on May 17, 2015.  Larry P. Noble
signed the petitions as manager.

On May 27, 2015, the Court directed the joint administration of the
cases.  The Debtors disclosed $61,675,313 in assets and $57,982,488
in liabilities.

Judge Michael Lynn presides over the cases.  The Debtors tapped
Lynda L. Lankford, Esq., and Jeff P. Prostok, Esq., at Forshey &
Prostok, LLP, as their counsel.  The Debtors hired CBRE, Inc. as
their real estate appraiser.

The U.S. Trustee appointed five creditors to serve on an official
committee of unsecured creditors.  The Committee is represented by
Mark E. Andrews, Esq., and Aaron M. Kaufman, Esq., at Dykema Cox
Smith.


FRAC SPECIALISTS: Hires DeLoera as Real Estate Broker
-----------------------------------------------------
Frac Specialists, LLC, et al., seek authority from the U.S.
Bankruptcy Court for the Northern District of Texas to employ
DeLoera Realty as real estate broker.

Frac Specialists is the owner of improved real estate located at
2066 S Highway 84, in Snyder, Texas.  Because the Debtors are in
the process of winding down their business, they no longer have a
need for the Property, Jeff P. Prostok, Esq., at Forshey & Prostok
LLP, in Ft. Worth, Texas -- jprostok@forsheygrostok.com -- tells
the Court.

Mr. Prostok says Frac Specialists has recently engaged DeLoera
Realty to act as real estate broker to market the Property for
sale, pursuant to a listing agreement.  The Listing Agreement
provides that the Listing of the Property begins on March 16, 2016,
and ends on March 15, 2017.

The Listing Agreement further provides that DeLoera will be paid a
customary commission of 6% of the sales price for the Property at
the closing of the sale, which may be split evenly with another
broker should that broker procure the buyer, who purchases the
Property.  The Debtors submit that the terms and conditions set
forth in the Listing Agreement are reasonable and based upon
industry standards and practice and that, therefore, the Broker
should be retained on these terms and conditions.

Abel DeLoera, a real estate broker with DeLoera Realty, assures the
Court that he and the Firm are disinterested and do not hold or
represent any interest adverse to the Debtors or their estates.

                     About Frac Specialists

Frac Specialists, LLC, Cement Specialists, LLC, and Acid
Specialists, LLC, are oilfield service providers serving the
exploration and production industry within the Permian Basin.
Noble Natural Resources, LLC, Javier Urias and Alex Hinojos
collectively own 100% of the membership interests in the
Companies.

The Companies sought Chapter 11 bankruptcy protection (Bankr. N.D.
Tex. Lead Case No. 15-41974), on May 17, 2015.  Larry P. Noble
signed the petitions as manager.

On May 27, 2015, the Court directed the joint administration of the
cases.  The Debtors disclosed $61,675,313 in assets and $57,982,488
in liabilities.

Judge Michael Lynn presides over the cases.  The Debtors tapped
Lynda L. Lankford, Esq., and Jeff P. Prostok, Esq., at Forshey &
Prostok, LLP, as their counsel.  The Debtors hired CBRE, Inc. as
their real estate appraiser.

The U.S. Trustee appointed five creditors to serve on an official
committee of unsecured creditors.  The Committee is represented by
Mark E. Andrews, Esq., and Aaron M. Kaufman, Esq., at Dykema Cox
Smith.


FRAC SPECIALISTS: Wants to Sell Trucks to Cornerstone for $126K
---------------------------------------------------------------
Frac Specialists, LLC and its affiliated debtors ask the U.S.
Bankruptcy Court for the Northern District of Texas, Fort Worth
Division, to authorize the sale of certain trucks free and clear of
claims, encumbrances, liens and interests.

The Debtors seek to sell:

     (a) 12 trucks from Debtor Frac Specialists, LLC, with a total
proposed purchase price of $83,000;

     (b) One truck from Debtor Acid Specialist, LLC, with a
proposed purchase price of $13,000; and

     (c) Four trucks from Debtor Cement Specialists, LLC, with a
total proposed purchase price of $21,000.

The Debtors relate that they have received a bid from Cornerstone
Co. to purchase the Trucks in bulk for a total purchase price of
$126,000.  The Debtors believe the proposed purchase price
represents fair value for the Trucks and that the sale is in the
best interest of the Debtors' estates and creditors.

Frac Specialists, LLC, and its affiliated debtors are represented
by:

          Jeff P. Prostok, Esq.
          Lynda L. Lankford, Esq.
          Clarke V. Rogers, Esq.
          FORSHEY & PROSTOK LLP
          777 Main St., Suite 1290
          Ft. Worth, TX 76102
          Telephone: (817)877-8855
          Facsimile: (817)877-4151
          E-mail: jprostok@forsheyprostok.com
                  llankford@forsheyprostok.com
                  crogers@forsheyprostok.com

                      About Frac Specialists

Frac Specialists, LLC, Cement Specialists, LLC, and Acid
Specialists, LLC, are oilfield service providers serving the
exploration and production industry within the Permian Basin.
Noble
Natural Resources, LLC, Javier Urias and Alex Hinojos collectively
own 100% of the membership interests in the Companies.

The Companies sought Chapter 11 bankruptcy protection (Bankr. N.D.
Tex. Lead Case No. 15-41974), on May 17, 2015.  Larry P. Noble
signed the petitions as manager.  

On May 27, 2015, the Court directed the joint administration of
the
cases.  The Debtors disclosed $61,675,313 in assets and
$57,982,488
in liabilities.

Judge Michael Lynn presides over the cases.  The Debtors tapped
Lynda L. Lankford, Esq., and Jeff P. Prostok, Esq., at Forshey &
Prostok, LLP, as their counsel.  The Debtors hired CBRE, Inc. as
their real estate appraiser.

The U.S. Trustee appointed five creditors to serve on an official
committee of unsecured creditors.  The Committee is represented by
Mark E. Andrews, Esq., and Aaron M. Kaufman, Esq., at Dykema Cox
Smith.


FREE GOSPEL: Burns Law Firm Approved as Substitute Counsel
----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Maryland approved the
amended application of The Free Gospel Church The Apostles Doctrine
to employ John D. Burns, Esq., and the Burns Law Firm, LLC, as
substitute counsel.

As reported Troubled Company Reporter on March 25, 2016, the Debtor
requested for approval to employ John D. Burns and The Burns Law
Firm, LLC, as co-counsel.

Burns Law Firm will, among other things:

   a) provide legal advice concerning the Debtor's powers and
duties as Debtor-in-possession;

   b) prepare applications, answers, orders, reports and other
legal papers; and

   c) file and prosecute adversary proceedings against necessary
and duties as Debtor-in-possession.

The firm said that it will not provide services which unduly
overlap and duplicate the work which Mr. Morris and his law firm
are providing, including general counseling and particularized
representation to the Debtor in the nature of their church ministry
services required and duties otherwise necessary to the
representation of the Debtor outside the context of the Chapter 11
strictures for which Burns and his Firm are being retained to
perform.  Burns and his firm will represent the Debtor in
connection with Debtor's rights in the companion affiliate case of
FG Development for Chapter 11 work only; however, Burns and his
Firm are not retained nor will they represent FG Development in
which case Mr. Morris only is retained as counsel.

The Burns Law Firm, LLC, has agreed to an initial retainer of
$7,500.  For bankruptcy services in the case, and a monthly
installment retainer of $1,500 per month is anticipated.  The
Debtor also paid an initial consultation and multi-hour assessment
and case recommendations fee of $1,000.

The firm can be reached at:

         John D. Burns, Esq.
         THE BURNS LAWFIRM, LLC
         6303 Ivy Lane; Suite 102
         Greenbelt, Maryland 20770
         Tel: (301) 441-8780
         E-mail: info@burnsbankruptcyfirm.com

John D. Burns, Esq., assures the Court that the Firm is a
"disinterested person" as the term is defined in Section 101(14) of
the Bankruptcy Code and does not represent any interest adverse to
the Debtor.

          About The Free Gospel of the Apostles' Doctrine

The Free Gospel of the Apostles' Doctrine, a non-profit, was
founded Feb. 9, 1996 as a Pentecostal denominational church.

Free Gospel is closely connected with F.G. Development Corporation.
F.G. Development guaranteed a loan to SMS Financial XXVI, LLC
("SMS") that was made to and for the benefit of Free Gospel.  After
Free Gospel defaulted on the loan, SMS looked to F.G. Development
for payment.

To stop SMS's collection efforts, The Free Gospel of the Apostles'
Doctrine filed a Chapter 11 bankruptcy petition (Bankr. D. Md. Case
No. 15-18209) on June 9, 2015.  The petition was signed by
Antoinette Green-Snow as executive administrator.  The Debtor
estimated assets of $10 million to $50 million and debts of $1
million to $10 million.  Frank Morris, II, Esq., at Law Office of
Frank Morris II, serves as the Debtor's counsel.

On June 9, 2015, F.G. Development also filed bankruptcy (Case No.
15-18210), estimating $1 million to $10 million in assets.  F.G. is
also represented by the Law Office of Frank Morris II.

Free Gospel and F.G. did not seek joint administration of their
Chapter 11 cases.


FREIF NAP I: S&P Affirms 'BB-' Rating on $250MM Sr. Sec. Loan
-------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB-' ratings on
FREIF NAP I Holdings III LLC's (NAP I) $250 million senior secured
term loan B due 2022 and $45 million senior secured term loan C due
2022.  The outlook remains stable.

S&P revised its recovery ratings on both term loans to '1' from
'2'.  The '1' recovery rating indicates S&P's expectation for very
high (90% to 100%) recovery of principal if a payment default
occurs.

"Our 'BB-' rating reflects reliance on distributions from leveraged
assets that have a good operational history and contracts that
shield a significant amount of market risk along with moderately
high debt leverage and refinancing risk when the term loan matures
in 2022," said Standard & Poor's credit analyst Kimberly
Yarborough.  The rating also factors in a positive comparison of
NAP I to similarly rated peers.  The contracts limit demand and
price risk on most assets by providing capacity payments in
addition to energy payments that should cover variable expenses
with some headroom.  Coupled with the forced outages, lower natural
gas prices and resultant lower power prices have put some downward
pressure on the credit, but S&P expects consolidated DSCRs of 1.23x
in 2016, and improvement in future years.  For this reason, S&P's
rating outlook remains stable, reflecting its expectation that the
plants will continue to perform adequately with no major forced
outages in the next few years.

S&P bases the stable outlook on its view that the plants will
continue to perform adequately with no major forced outages in the
next few years.  If assets continue to operate as anticipated, S&P
expects cash flow stability due to the contracted nature of the
portfolio's assets.  S&P expects the portfolio's consolidated DSCR
to be between 1.23x to 1.25x during the next few years.

S&P could lower the rating if it expects the DSCR to decline below
1.2x for more than one year.  This could occur if there is material
operational underperformance at key assets such as Crockett
Cogeneration A California L.P (Crockett) or Lea Power Partners LLC
(Hobbs), the two largest contributors of cash to the portfolio, or
energy margins drop from our current expectations.

While not likely in the near term due to the limited upside and
opportunities for outperformance, S&P could raise the rating if the
portfolio outperforms S&P's expectations and minimum DSCRs on a
consolidated basis are greater than 1.4x during the term loan
period.



FRESH MARKET: Moody's Assigns B2 CFR & Rates $100MM Facility Ba2
----------------------------------------------------------------
Moody's Investors Service assigned a B2 Corporate Family Rating and
B2-PD probability of default rating to The Fresh Market, Inc.
Moody's also assigned a Ba2 rating to the company's proposed $100
million revolving credit facility and B2 rating to its proposed
$800 million senior secured notes.  Borrowings will be used to
finance the acquisition of The Fresh Market, Inc. by Apollo Global
Management, LLC and for general corporate purposes. Apollo is
acquiring the company for about $1.4 billion and will contribute
$495 million in equity to the transaction.  This is a first time
rating for The Fresh Market, Inc.  The ratings are subject to
review of final documentation.  The rating outlook is stable.

These ratings were assigned:

  Corporate Family Rating at B2

  Probability of default rating at B2-PD

  Proposed $100 million senior secured revolving
   credit facility maturing 2021 at Ba2(LGD1)

  Proposed $800 million senior secured notes maturing
   2023 at B2(LGD4)

                         RATINGS RATIONALE

The Fresh Market Inc.'s B2 Corporate Family Rating reflects the
company's high leverage, relatively small scale, increasing
competition and geographic concentration in the Southeast.  Moody's
estimates proforma for the transaction debt/EBITDA and
EBIT/interest is about 5.5 times and about 1.5 times respectively.
Moody's expects metrics to be pressured in the next 12-18 months as
new management undertakes a number of strategic initiatives to
improve operating performance including price investments which
will result in lower operating and EBITDA margins.  Based on
Moody's forecasts the company's reported operating margin is
expected to be 150 to 200 basis points lower than 2015 at about
5.0% -5.5% in the next 12-18 months.  Operating inefficiencies,
lack of merchandising innovation, higher pricing than competitors
and undisciplined store expansion into non-core markets accompanied
by management turnover has led to decline in traffic and same store
sales in each of the last four quarters and Moody's expects same
store sales to continue to decline in fiscal 2016.

In addition to the volatility in financial policies inherent with
ownership by a financial sponsor, our ratings also reflect the
execution risks associated with new management's turnaround plan
which will be challenging to implement in a very competitive
business environment which includes market leaders like Whole
Foods, Trader Joe's, Sprouts Farmers Market, Publix and Harris
Teeter.  The proliferation of organic and natural foods across the
conventional and alternative food retail space is expected to
continue.  This increased competitive environment may pressure The
Fresh Market's top line growth and margins as consumers have a
wider array of choices at potentially lower price points.

Ratings also reflect The Fresh Market's attractive market niche,
stronger operating margins relative to its peers and its above
average income demographic which is more resilient to economic
slowdowns and is less price sensitive.  The company's good free
cash flow generation and good liquidity are also positive rating
factors.  The company's non-unionized labor force is also a
distinct advantage over its unionized peers.

The ratings outlook is stable and reflects Moody's expectation that
financial policies will remain balanced and management initiatives
will drive improved same store sales growth and profitability.

Ratings could be upgraded if operating performance improves such
that same store sales growth becomes consistently positive
accompanied with margin stability.  In addition, an upgrade would
require maintaining good liquidity.  Quantitatively, an upgrade
would require debt/EBITDA and EBIT/interest to be sustained below
5.0 times and above 1.75 times, respectively.

Ratings could be downgraded if operating performance does not
improve and negative trends in same store sales and operating
margins continue such that debt/EBITDA and EBIT/interest are
sustained above 6.25 times and below 1.25 times, respectively.
Ratings may also be downgraded if liquidity erodes and financial
policies, including debt-financed share repurchases and
acquisitions, become aggressive.

The Fresh Market, Inc. headquartered in Greensboro, North Carolina
operates 187 grocery stores in 27 states with two thirds of its
stores in the Southeast.  The company is being acquired by Apollo
Global Management, LLC.  Revenues for Fiscal year 2015 totaled $1.9
billion.

The principal methodology used in these ratings was Retail Industry
published in October 2015.


FRESH MARKET: S&P Assigns 'B' CCR & Rates $100MM Revolver 'BB-'
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to Greensboro, N.C.-based The Fresh Market Inc.  The
outlook is stable.  Concurrently, S&P assigned a 'BB-' issue-level
rating to the company's proposed $100 million senior secured
revolver due 2021.  The recovery rating is '1', indicating S&P's
expectation for very high (90% to 100%) recovery for lenders in the
event of a payment default or bankruptcy.  S&P also assigned a 'B'
issue-level rating to the company's $800 million senior secured
notes.  The recovery rating is '3', indicating S&P's expectation
for meaningful recovery in the event of a payment default or
bankruptcy, at the low end of the 50% to 70% range.

"The rating on The Fresh Market reflects its niche focus as a
specialty premium grocer in the highly competitive food retail
sector, concentrated footprint in the increasingly crowded
southeast market, and diminished value proposition in recent years
as evidenced by sequentially declining same-store sales," said
credit analyst Declan Gargan.

The stable outlook reflects S&P's expectation that credit
protections measures will remain in the low- to mid-5.0x range in
the near term as strategic initiatives are implemented and
operating performance gradually stabilizes.  Additionally, while
S&P expects margins to compress as the company begins to invest in
price aggressively later this year, S&P believes cost saving
efficiencies should partially offset some of the impact to EBITDA.


S&P could lower the rating if the company is unable to successfully
execute its strategic initiatives, causing operating results to
deteriorate and resulting in weaker credit protection measures.
This could occur if price investments and remerchandising efforts
fail to resonate with customers, leading to sustained negative
same-store sales, and the company is unable to offset lower prices
with sales volume, leading to a reduction in profitability.
Specifically, if gross margin is 200 bps below our expectation,
traffic is weak and revenue declines more than 5%, leverage would
increase to the mid-6.0x area and result in negative free cash
flow.  S&P could also lower the rating if the financial sponsor
utilizes an additional debt raise to fund a dividend payment in the
next year.

A higher rating is unlikely in the near term given S&P's
expectation that the company's capital structure will remain highly
leveraged over the next 12 months.  Additionally, S&P expects the
intensely competitive environment to persist, which leaves little
margin of error for The Fresh Market to successfully execute its
strategic initiatives.  Nevertheless, S&P could raise the rating if
turnaround results exceed our expectations, leading to improved
credit metrics, including leverage below 5.0x and EBITDA coverage
above 3.0x on a sustained basis and the company is committed to
maintaining a financial policy that will allow it to maintain
ongoing credit metrics at that level.


G&G UNIVERSAL: U.S. Trustee Unable to Appoint Committee
-------------------------------------------------------
The Office of the U.S. Trustee disclosed in a court filing that no
official committee of unsecured creditors has been appointed in the
Chapter 11 case of G & G Universal, LLC.

G & G Universal, LLC, sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. M.D. Fla. Case No. 16-01478) on March 4,
2016. The Debtor is represented by Luis F. Vega Alicea, Esq., at
Luis F. Vega Alicea PA.


GENESYS RESEARCH: Trustee Hires Paul Saperstein as Auctioneer
-------------------------------------------------------------
Harold B. Murphy, the Chapter 11 trustee of Genesys Research
Institute, Inc. asks for permission from the Hon. Joan N. Feeney of
the U.S. Bankruptcy Court for the District of Massachusetts to
employ Paul E. Saperstein Co., Inc., as auctioneer to conduct a
public auction sale of the Estate's right, title and interest in
certain research related equipment and other personal property
formerly utilized by the Debtor in the conduct of  its business.

Upon completion of the Public Sale, the Auctioneer will submit an
application seeking compensation for services rendered and for
reimbursement of expenses. The Auctioneer's application for
compensation will request compensation that will not exceed 10% of
the first $100,000 or part thereof realized from the sale of the
Personal Property or part thereof; 4% of the next $400,000 or part
thereof; and 3% of the balance.

The Auctioneer will also be reimbursed for reasonable out-of-pocket
expenses incurred.

Michael Saperstein, executive vice president of the Auctioneer,
assured the Court that the firm is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code and does
not represent any interest adverse to the Debtors and their
estates.

The Auctioneer can be reached at:

       Michael Saperstein
       PAUL E. SAPERSTEIN CO., INC.
       144 Centre Street
       Holbrook, MA 02343-1011
       Tel: (617) 227-6553
       Fax: (781) 767-9686
       E-mail: msaperstein@pesco.com

                      About Genesys Research

GeneSys Research Institute, Inc. filed a Chapter 11 bankruptcy
petition (Bankr. D. Mass Case No. 15-12794) on July 14, 2015.  The
petition was signed by Robert Stemple, clerk and treasurer.  Parker
& Associates serves as the Debtor's counsel.  The Debtor estimated
assets of $10 million to $50 million and liabilities of at least $1
million.  The case is assigned to Judge Joan N. Feeney.


GENESYS RESEARCH: Wants Online Auction for Research Equipment
-------------------------------------------------------------
Harold B. Murphy, Chapter 11 Trustee, asks the U.S. Bankruptcy
Court for the District of Massachusetts, Eastern Division, for
authorization to dispose of certain biological materials,
chemicals, and related materials located at Debtor Genesys Research
Institute, Inc.'s premises.

Mr. Murphy also asks the Court for authority to sell, by public
auction, all of the estate's right, title and interest in certain
furniture, fixtures, and equipment located at the Debtor's
premises, free and clear of all liens, claims, encumbrances and
interests, with such liens, claims, encumbrances, and interests to
attach to the proceeds of the sale.

Mr. Murphy relates that among the Debtor's assets, the Debtor owns
certain furniture, fixtures, and equipment, as well as certain
intellectual property related to its research.  He further relates
that on the Debtor's amended Statement of Financial Affairs, the
Debtor listed numerous items of Research Equipment consisting of
furniture, fixtures, and equipment located at the Premises but
titled in the name of Steward Health Care System, LLC.

Mr. Murphy tells the Court that in the course of its research, the
Debtor utilized or generated certain hazardous and non-hazardous
chemicals and certain biological materials including, without
limitation, biological specimens, human blood and tissue samples,
animal materials and carcasses, and related materials.  He further
tells the Court that the Materials are located at the Premises,
which consists of more than 14,000 square feet of office and lab
space located on parts of three separate floors adjacent to St.
Elizabeth's Hospital.

Mr. Murphy contends that he has executed a settlement agreement
with Steward for the assignment of all Steward's right, title and
interest in and to the Research Equipment and certain other
intellectual property to the Trustee, in exchange for $750,000.  He
further contends that the settlement requires the prompt removal of
the Materials from the premises, as well as the sale of the
Research Equipment.  He avers that the settlement requires him to
vacate the Premises by a date certain and surrender it to Steward
in broom clean condition free of the Research Equipment and the
Materials.

Mr. Murphy contends that the continued retention of the Materials
is unnecessary, burdensome, and impairs his ability to liquidate
the Debtor's assets.  He further contends that the sale of the
Research Equipment by Public Sale is the most efficient means to
liquidate the Research Equipment.

Mr. Murphy tells the Court that he has filed an application to
employ Paul E. Saperstein Co., Inc., as auctioneer to conduct the
Public Sale.  He proposes that the Public Sale be conducted online
using the services of an internet company,
http://www.bidspotter.com/,due to the specialized nature of the
Research Equipment and the physical limitations of the Premises,
among other reasons.

Harold B. Murphy, Chapter 11 Trustee, is represented by:

          Christopher M. Condon, Esq.
          MURPHY & KING, Professional Corporation
          One Beacon Street
          Boston, MA 02108
          Telephone: (617)423-0400
          Facsimile: (617)556-8985
          E-mail: ccondon@murphyking.com

                 About Genesys Research Institute

GeneSys Research Institute, Inc. filed a Chapter 11 bankruptcy
petition (Bankr. D. Mass Case No. 15-12794) on July 14, 2015.  The
petition was signed by Robert Stemple, clerk and treasurer.
Parker
& Associates serves as the Debtor's counsel.  The Debtor estimated
assets of $10 million to $50 million and liabilities of at least
$1
million.  The case is assigned to Judge Joan N. Feeney.


GOODMAN AND DOMINGUEZ: Wants Plan Exclusivity Extended to Aug. 1
----------------------------------------------------------------
Goodman and Dominguez, Inc. d/b/a Traffic ("G&D"), Traffic, Inc.
("TI"), Traffic Las Plazas, Inc. ("Las Plazas"), and Traffic Plaza
Del Norte, Inc. ("Plaza del Norte") ask the U.S. Bankruptcy Court
for the Southern District of Florida to grant them, pursuant to 11
U.S.C. Sec. 1121(d), 90-day extensions of their exclusive right to
file a plan of reorganization and to solicit acceptances thereto,
thereby (a) extending the time during which the Debtors shall have
the exclusive right to file a plan of reorganization from May 3,
2016 to and including August 1, 2016; and (b) extending the time
during which the Debtors shall have the exclusive right to solicit
acceptances thereto for such plan from July 1, 2016 to and
including Sept. 29, 2016.

The Official Committee of Unsecured Creditors supports the Debtors'
requested extensions.

The Debtors' current exclusive period to file a plan expires on May
3, 2016.

Pursuant to the "Notice of Chapter 11 Bankruptcy Case, Meeting of
Creditors & Deadlines" dated January 7, 2016, the general bar date
for entities to file proofs of claim is May 5, 2016.  The General
Bar Date falls less than one week after the current deadline of May
3, 2016 for the Debtors to file a proposed plan.

In addition, the Bar Date Notice set a deadline of July 5, 2016 for
governmental units to file proofs of claim.  The Governmental Bar
Date falls almost two months after the current May 3 deadline for
the Debtors to file a proposed plan.

Further, the deadline for creditors to file any section 503(b)(9)
claims is June 6, 2016.

As of April 15, 2016, 44 proofs of claim have been filed.

The Debtors contend that, in order for them to provide adequate
information regarding expected distributions to creditors in the
disclosure statement, it is necessary to extend the Exclusivity
Period and Acceptance Period until after the passage of the Bar
Dates to provide the Debtors sufficient time to review and analyze
the claims that are filed to determine the proper amounts of the
claims for inclusion in the disclosure statement.  

The Debtors note that they have made good faith progress towards
their reorganization.  The Debtors are in meaningful discussions
and negotiations with their landlords regarding potential lease
modifications and rent reduction which will greatly enhance the
Debtors reorganization efforts.  The Debtors need additional time
to continue and finalize these negotiations as part of the plan
process.

In addition, the Debtors have been working collaboratively
throughout their chapter 11 cases with the Committee, the
prepetition secured creditor and the Office of the U.S. Trustee on
issues that have arisen in these chapter 11 cases.

Counsel to the Debtors are:

     Peter D. Russin, Esq.
     Joshua W. Dobin, Esq.
     MELAND RUSSIN & BUDWICK, P.A.
     3200 Southeast Financial Center
     200 South Biscayne Boulevard, Ste 3200
     Miami, FL 33131
     Telephone: (305) 358-6363
     Telecopy: (305) 358-1221
     E-mail: prussin@melandrussin.com
             jdobin@melandrussin.com

Goodman and Dominguez, Inc. -- dba Traffic, Traffic Shoe, Goodman
& Dominguez, Inc., Traffic Shoes, and Traffic Shoe, Inc. -- is a
retailer headquartered in Medley, Florida.  It operates 83 stores
in malls across nine states and Puerto Rico.  It also sells its
teen fashion products at http://www.trafficshoe.com/

Goodman and Dominguez, Inc, et al., filed Chapter 11 petitions
(Bankr. S.D. Fla. Case No. 16-10056) on January 4, 2016.  Judge
Robert A Mark presides over the case.  Lawyers at Meland Russin &
Budwick, P.A., represent the Debtors.

In its petition, Goodman and Dominguez estimated $1 million to $10
million in both assets and liabilities.  The petition was signed by
David Goodman, president.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/flsb16-10056.pdf


GOODRICH PETROLEUM: Moody's Lowers PDR to D-PD on Ch. 11 Filing
---------------------------------------------------------------
Moody's Investors Service downgraded Goodrich Petroleum
Corporation's Probability of Default Rating to D-PD from Caa3-PD,
Corporate Family Rating to C from Caa3, and the unsecured notes to
C from Ca.  The downgrades follow the company's announcement that
it had voluntarily filed for reorganization under Chapter 11 of the
United States Bankruptcy Code in the U.S. Bankruptcy Court for the
Southern District of Texas, Houston Division.  Goodrich's other
ratings were unchanged and outlook remained negative.

Subsequent to the actions, all ratings will be withdrawn.

Issuer: Goodrich Petroleum Corporation

Downgrades:
  Probability of Default Rating, Downgraded to D-PD from Caa3-PD
  Corporate Family Rating, Downgraded to C from Caa3
  Senior Unsecured Regular Bond/Debenture, Downgraded to C (LGD6)
   from Ca (LGD5)

Unchanged:
  Preferred Stock, C (LGD6)
  Speculative Grade Liquidity Rating, SGL-4
  Backed Preferred Shelf, (P)C

                        RATINGS RATIONALE

On March 15, 2016, Goodrich elected to skip interest payments due
on its senior unsecured notes due 2019, and on both series of its
secured second lien notes due 2018, entering the 30-day grace
period allowed under the notes indentures.  On April 15, 2016,
Goodrich reached an agreement with second lien noteholders on a
Restructuring Support Agreement that would be filed under Chapter
11 of the United States Bankruptcy Code.

The principal methodology used in these ratings was Global
Independent Exploration and Production Industry published in
December 2011.

Goodrich Petroleum Corporation is an independent exploration and
production company headquartered in Houston, Texas.



GREAT BASIN: Receives Nasdaq Staff Determination Letter
-------------------------------------------------------
Great Basin Scientific, Inc., a molecular diagnostics company, on
April 13 disclosed that, as expected, it received a Staff
Determination Letter dated April 13, 2016 indicating the Company
has not yet regained compliance and that it would be subject to
delisting unless it requests a hearing before a Nasdaq Listing
Qualifications Panel (the "Panel").

The Company has until April 20, 2016 to request a hearing and
intends to make its request on that date.  The Company expects the
hearing will be held in mid-to-late May and expects the Panel will
issue its decision within 30 days of the hearing date.  The
Company's common stock will continue to trade on The Nasdaq Stock
Market under the symbol GBSN pending the hearing date and the
expiration of any extension granted by the Panel.  The Company will
issue a press release when it receives notice of the Hearing
Panel's decision.

At the hearing, the Company will present its plan for regaining
compliance with the listing requirements and request an extension
of time within which to do so.  Pursuant to the Nasdaq Listing
Rules, the Panel has the discretion to grant the Company an
extension of up to 180 calendar days from the date of the Staff
Determination Letter; however, there can be no assurance that the
Panel will grant the Company's request for an extension.

"We have two possible ways to return to compliance," said Jeff
Rona, Chief Financial Officer of Great Basin Scientific.  "'The
first would be have our Market Capitalization rise above $35
million for 10 consecutive business days.  The other would be to
achieve positive stockholders' equity of $2.5 million.  We intend
to pursue both paths over the coming six months and we remain
optimistic the Panel will grant us the added time needed to execute
our plan and come into continued listing compliance."

                 About Great Basin Scientific

Great Basin Scientific is a molecular diagnostics company that
commercializes breakthrough chip-based technologies.  The Company
is dedicated to the development of simple, yet powerful,
sample-to-result technology and products that provide fast,
multiple-pathogen diagnoses of infectious diseases.  The Company's
vision is to make molecular diagnostic testing so simple and
cost-effective that every patient will be tested for every serious
infection, reducing misdiagnoses and significantly limiting the
spread of infectious disease.


HAGGEN HOLDINGS: Can Commence Closing Sales at 3 Stores
-------------------------------------------------------
Judge Kevin Gross of the U.S. Bankruptcy Court for the District of
Delaware authorizes Haggen Holdings, LLC, et al., to commence store
closing sales at the following stores:

   Store No.      Address
   ---------      -------
      47          201 37th Avenue SE, Puyallup, WA
      79          19701 Highway 213, Oregon City, OR
    2096          114 E Lauridsen Blvd, Port Angeles, WA

         About Haggen Holdings, LLC

Headquartered in Bellingham, Washington, Haggen was founded in 1933
as a single grocery store.  From 1933 to 2014, Haggen grew into a
30 store family-run grocery chain, with stores located in the
northwestern United States.  From 2011 to 2014, Haggen reduced its
store base to 18, including a stand-alone pharmacy location.

Haggen rapidly expanded in 2014 and 2015, and, as of the Petition
Date, Haggen owned and operated 164 stores through three operating
companies: Haggen, Inc., Haggen Opco North, LLC and Haggen Opco
South, LLC.

Haggen Holdings, LLC, and its affiliates filed Chapter 11
bankruptcy petitions (Bankr. D. Del. Case Nos. 15-11874 to
15-11879) on Sept. 8, 2015, with the intention of reorganizing, or
selling as a going concern, their stores for the benefit of their
creditors.

The petitions were signed by Blake Barnett, the chief financial
officer.

The Debtors estimated assets of $50 million to $100 million and
estimated liabilities of $10 million to $50 million.

Young, Conaway, Stargatt & Taylor, LLP, is serving as the Debtors'
local counsel.  Stroock & Stroock & Lavan LLP serves as the
Debtors' general counsel.  Alvarez & Marsal North America, LLC,
acts as the Debtors' financial advisor.  Kurtzman Carson
Consultants LLC serves as the Debtors' claims and noticing agent.

In September 2015, T. Patrick Tinker, assistant U.S. trustee for
Region 3, appointed seven creditors to the official committee of
unsecured creditors.


HAGGEN HOLDINGS: Can Sell Opco Pharmacy Assets to Thrifty
---------------------------------------------------------
Judge Kevin Gross of the U.S. Bankruptcy Court for the District of
Delaware authorizes Operating Debtor Haggen Opco North, LLC, to
sell its pharmacy assets to Thrifty Payless, Inc., d/b/a Rite Aid.

Pursuant to the Asset Purchase Agreement, the Buyer will purchase
the prescription files in the Seller's possession for $750,000; and
the Pharmacy Inventory for a price calculated in accordance with
the parties' agreement.

                 About Haggen Holdings, LLC

Headquartered in Bellingham, Washington, Haggen was founded in 1933
as a single grocery store.  From 1933 to 2014, Haggen grew into a
30 store family-run grocery chain, with stores located in the
northwestern United States.  From 2011 to 2014, Haggen reduced its
store base to 18, including a stand-alone pharmacy location.

Haggen rapidly expanded in 2014 and 2015, and, as of the Petition
Date, Haggen owned and operated 164 stores through three operating
companies: Haggen, Inc., Haggen Opco North, LLC and Haggen Opco
South, LLC.

Haggen Holdings, LLC, and its affiliates filed Chapter 11
bankruptcy petitions (Bankr. D. Del. Case Nos. 15-11874 to
15-11879) on Sept. 8, 2015, with the intention of reorganizing, or
selling as a going concern, their stores for the benefit of their
creditors.

The petitions were signed by Blake Barnett, the chief financial
officer.

The Debtors estimated assets of $50 million to $100 million and
estimated liabilities of $10 million to $50 million.

Young, Conaway, Stargatt & Taylor, LLP, is serving as the Debtors'
local counsel.  Stroock & Stroock & Lavan LLP serves as the
Debtors' general counsel.  Alvarez & Marsal North America, LLC,
acts as the Debtors' financial advisor.  Kurtzman Carson
Consultants LLC serves as the Debtors' claims and noticing agent.

In September 2015, T. Patrick Tinker, assistant U.S. trustee for
Region 3, appointed seven creditors to the official committee of
unsecured creditors.


HAGGEN HOLDINGS: Court Authorizes Sale of 29 Stores to Albertson's
------------------------------------------------------------------
The Honorable Kevin Gross of the U.S. Bankruptcy Court for the
District of Delaware approved the asset purchase agreement between
Haggen Opco North LLC, Haggen, Inc., and Haggen Operations
Holdings, LLC, as sellers, and Albertson's LLC, as buyer, for the
purchase of 29 core stores.

As previously reported by The Troubled Company Reporter,
Albertson's made a bid for the following stores and headquarters:

  No.   Store No.   Address
  ---   ---------   -------
  1      11       2814 Meridian Bellingham WA
  2      15       757 Haggen Drive Burlington WA
  3      17       1406 Lake Tapps Parkway East Auburn WA
  4      25       1401 12th Street Bellingham WA
  5      29       1313 Cooper Point Road SW Olympia WA
  6      43       210 36th Street Bellingham WA
  7      53       2900 Woburn Street Bellingham WA
  8      55       26603 72nd Avenue NW Stanwood WA
  9      57       1301 Avenue D Snohomish WA
  10     63       1815 Main Street Ferndale WA
  11     67       17641 Garden Way NE Woodinville WA
  12     69       2601 East Division Mount Vernon WA
  13     71       8915 Market Place NE Lake Stevens WA
  14     77       3711 88th Street NE Marysville WA
  15     2072     3925 236th Ave NE Redmond WA
  16     2074     14300 S W Barrows Rd Tigard OR
  17     2075     8611 Steilacoom Blvd. S.W. Tacoma WA
  18     2076     3520 Pacific Ave S E Olympia WA
  19     2080     3075 Hilyard St. Eugene OR
  20     2081     16199 Boones Ferry Road Lake Oswego OR
  21     2086     1800 N.E. 3rd Street Bend OR
  22     2087     61155 S. Hwy 97 Bend OR
  23     2089     17520 SR 9 Southeast Snohomish WA
  24     2093     450 N. Wilbur Avenue Walla Walla WA
  25     2094     1128 N. Miller Wenatchee WA
  26     2098     1675 W. 18th Avenue Eugene OR
  27     2102     1690 Allen Creek Road Grants Pass OR
  28     2120     17171 Bothell Way N.E. Seattle WA
  29     2124     31565 Sr 20 #1 Oak Harbor WA

On March 18, the Debtors filed the Asset Purchase Agreement with
the Court.  The APA contemplates, among other things, the
acquisition by Albertson's of (a) the Store Leases and the
Corporate Headquarters Lease (each as defined in the APA), (b) the

Assigned Contracts and Assigned Licenses (each as defined in the
APA), (c) the Equipment located at the Store Properties, (d) the
Inventory and Pharmacy Assets, and (e) certain other assets as
specified in Section 1.1 of the APA ((a) through (e), collectively,

the "Purchased Assets").  A copy of the APA is available at:

   http://bankrupt.com/misc/Haggen_1611_Final_APA_Alber.pdf  

In consideration of the Purchased Assets, Albertson's will pay
$106,167,725, subject to certain adjustments under the APA.  A
portion of the Purchase Price will be paid through a
dollar-for-dollar satisfaction of the Debtors' obligation to
Albertson's (or its affiliates) under the $68 million Replacement
DIP Loan.

Albertson's is represented by:

          SCHULTE ROTH & ZABEL LLP
          919 Third Avenue
          New York, NY 10016
          Facsimile: (212) 593-5955
          Attention: Stuart D. Freedman, Esq.
                     David Hillman, Esq.

           About Haggen Holdings, LLC

Headquartered in Bellingham, Washington, Haggen was founded in 1933
as a single grocery store.  From 1933 to 2014, Haggen grew into a
30 store family-run grocery chain, with stores located in the
northwestern United States.  From 2011 to 2014, Haggen reduced its
store base to 18, including a stand-alone pharmacy location.

Haggen rapidly expanded in 2014 and 2015, and, as of the Petition
Date, Haggen owned and operated 164 stores through three operating
companies: Haggen, Inc., Haggen Opco North, LLC and Haggen Opco
South, LLC.

Haggen Holdings, LLC, and its affiliates filed Chapter 11
bankruptcy petitions (Bankr. D. Del. Case Nos. 15-11874 to
15-11879) on Sept. 8, 2015, with the intention of reorganizing, or
selling as a going concern, their stores for the benefit of their
creditors.

The petitions were signed by Blake Barnett, the chief financial
officer.

The Debtors estimated assets of $50 million to $100 million and
estimated liabilities of $10 million to $50 million.

Young, Conaway, Stargatt & Taylor, LLP, is serving as the Debtors'
local counsel.  Stroock & Stroock & Lavan LLP serves as the
Debtors' general counsel.  Alvarez & Marsal North America, LLC,
acts as the Debtors' financial advisor.  Kurtzman Carson
Consultants LLC serves as the Debtors' claims and noticing agent.

In September 2015, T. Patrick Tinker, assistant U.S. trustee for
Region 3, appointed seven creditors to the official committee of
unsecured creditors.


HAGGEN HOLDINGS: Needs Until Aug. 3 to Remove Actions
-----------------------------------------------------
Haggen Holdings, LLC, and its affiliated debtors ask the U.S.
Bankruptcy Court to extend through and including August 3, 2016,
the deadline within which they must file notices of removal of
pending actions.

The Current Removal Period expired on April 5, 2016.  Since the
entry of the First Extension Order, the Debtors have continued to
diligently prosecute these chapter 11 cases by, but despite their
efforts they have not had sufficient time to review the Actions to
determine if any should be removed.  According to the Debtors, the
extension will afford them an opportunity to make more fully
informed decisions concerning the removal of any Actions, and will
assure that they and their estates do not forfeit the valuable
rights afforded to them.

Haggen Holdings, LLC, and its affiliated debtors are represented
by:

          Matthew B. Lunn, Esq.
          Robert F. Poppiti, Jr., Esq.
          Ian J. Bambrick, Esq.
          Ashley E. Jacobs, Esq.
          YOUNG CONAWAY STARGATT & TAYLOR, LLP
          Rodney Square
          1000 North King Street
          Wilmington, DE 19801
          Telephone: (302)571-6600
          Facsimile: (302)571-1256
          E-mail: mlunn@ycst.com
                  rpoppiti@ycst.com
                  ibambrick@ycst.com
                  ajacobs@ycst.com

          -- and --

          Frank A. Merola, Esq.
          Sayan Bhattacharyya, Esq.
          Elizabeth Taveras, Esq.
          STROOCK & STROOCK & LAVAN LLP
          180 Maiden Lane
          New York, NY 10038
          Telephone: (212)806-5400
          Facsimile: (212)806-6006
          E-mail: fmerola@stroock.com
                  sbhattacharyya@stroock.com

            About Haggen Holdings, LLC

Headquartered in Bellingham, Washington, Haggen was founded in 1933
as a single grocery store.  From 1933 to 2014, Haggen grew into a
30 store family-run grocery chain, with stores located in the
northwestern United States.  From 2011 to 2014, Haggen reduced its
store base to 18, including a stand-alone pharmacy location.

Haggen rapidly expanded in 2014 and 2015, and, as of the Petition
Date, Haggen owned and operated 164 stores through three operating
companies: Haggen, Inc., Haggen Opco North, LLC and Haggen Opco
South, LLC.

Haggen Holdings, LLC, and its affiliates filed Chapter 11
bankruptcy petitions (Bankr. D. Del. Case Nos. 15-11874 to
15-11879) on Sept. 8, 2015, with the intention of reorganizing, or
selling as a going concern, their stores for the benefit of their
creditors.

The petitions were signed by Blake Barnett, the chief financial
officer.

The Debtors estimated assets of $50 million to $100 million and
estimated liabilities of $10 million to $50 million.

Young, Conaway, Stargatt & Taylor, LLP, is serving as the Debtors'
local counsel.  Stroock & Stroock & Lavan LLP serves as the
Debtors' general counsel.  Alvarez & Marsal North America, LLC,
acts as the Debtors' financial advisor.  Kurtzman Carson
Consultants LLC serves as the Debtors' claims and noticing agent.

In September 2015, T. Patrick Tinker, assistant U.S. trustee for
Region 3, appointed seven creditors to the official committee of
unsecured creditors.


HARBORVIEW TOWERS COUNCIL: Files Schedules of Assets & Liabilities
------------------------------------------------------------------
Council of Unit Owners of the 100 Harborview Drive Condominium
filed with the U.S. Bankruptcy Court for the District of Maryland
its schedules of assets liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                        $0
  B. Personal Property            $6,344,299
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $10,214,102
  E. Creditors Holding
     Unsecured Priority
     Claims                                                $0
  F. Creditors Holding
     Unsecured Non-Priority
     Claims                                          $993,609
                                 -----------      -----------
        Total                     $6,344,299      $11,207,711

A copy of the schedules is available for free at:

                      http://is.gd/GkEJdg

                       About Harborview

Council of Unit Owners of the 100 Harborview Drive Condominium, a
condominium association, sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Md. Case No. 16-13049) on March 9, 2016.
Dr. Reuben Mezrich signed the petition as president.  The Debtor
estimated assets in the range of $10 million to $50 million and
liabilities of up to $50 million.  Yumkas, Vidmar, Sweeney &
Mulrenin, LLC represents the Debtor as counsel.  Judge James F.
Schneider is assigned to the case.



HHCS INC: Gibbons PC Okayed as Counsel for Patient Care Ombudsman
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
authorized David N. Crapo, the patient care ombudsman appointed in
the bankruptcy case of Debtor Hebrew Hospital Senior Housing, Inc.
and its affiliated debtors, to employ Gibbons, PC, as his counsel
nunc pro tunc to Jan. 15, 2016.

Gibbons is expected to, among other things:

   a) represent the ombudsman in any proceeding or hearing in the
Bankruptcy Court, and in any action in other courts where the
rights of the patients may be litigated or affected as a result of
the bankruptcy case;

   b) advise the ombudsman concerning the requirements of the
Bankruptcy Code and Bankruptcy Rules and the requirements of the
Office of the U.S. Trustee relating to the discharge of his duties
under Section 333 of the Bankruptcy Code; and

   c) advise and represent the ombudsman concerning any potential
reorganization or sale of the Debtors' assets.

Gibbons will be compensated on an hourly basis for its legal
services in accordance with its ordinary and customary hourly
rates, and reimbursed for its actual and necessary out-of-pocket
expenses incurred in connection therewith.

Gibbons has advised the ombudsman that the current hourly rates
applicable to the principal attorneys and paralegals proposed to
represent are:

         Professional                        Rate Per Hour
         ------------                        -------------
         David N. Crapo, Esq.                    $525
         Brett S. Theisen, Esq.                  $385
         Ellen Rosen, senior paralegal           $255

To the best of the ombudsman's knowledge, Gibbons is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

The firm can be reached at:

         David N. Crapo, Esq.
         GIBBONS P.C.
         One Gateway Center
         Newark, NJ 07102-5310
         Tel: (973) 596-4523
         Fax: (973) 639-6244
         E-mail: dcrapo@gibbonslaw.com

               About HHH Choices Health Plan, LLC

Three alleged creditors owed about $1.9 million submitted an
involuntary Chapter 11 petition for HHH Choices Health Plan, LLC on
May 4, 2015 (Bankr. S.D.N.Y. Case No. 15-11158) in Manhattan.

The petitioners are The Royal Care, Inc., (allegedly owed
$772,762), Amazing Home Care Services ($1,178,752), and InterGen
Health LLC ($42,298), all claiming that they are owed by the Debtor
for certain services rendered.  They all tapped Marc A. Pergament,
Esq., at Weinberg, Gross & Pergament, LLP, in Garden City, New
York, as counsel.

With the consent from the board of directors, the Debtor filed a
notice of consent to order for relief on June 1, 2015, and an order
for relief was entered on June 22, 2015.

Judge Michael E. Wiles oversees the case.


HHCS INC: Harter Secrest Okayed as HHHW's Legal Counsel
-------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
authorized Debtor Hebrew Hospital Home of Westchester, Inc., to
employ Harter Secrest & Emery LLP as its legal counsel nunc pro
tunc to the HHHW petition date.

As reported by the Troubled Company Reporter on Sept. 16, 2015,
the Debtor selected HSE because of the parties' long-term
relationship, and the firm's experienced bankruptcy and financial
reorganization practice group.

The hourly rate of the firm's personnel are:

   Name                      Level               Hourly Rate
   ----                      -----               -----------
Raymond L. Fink              Partner                 $468
Richard T. Yarmel            Partner                 $468
John A. Mueller              Senior Associate        $332
Rayza R. Santiago            Associate               $259
Michael J. Rooney            Associate               $230
TBD                          Paralegal               $148

HSE will charge for the actual expenses and disbursements
incurred in connection with the client's case.

To the best of the Debtor's knowledge, HSE: (i) is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.

The firm can be reached at:

         Raymond L. Fink, Esq.
         John A. Mueller, Esq.
         HARTER SECREST & EMERY LLP
         12 Fountain Plaza, Suite 400
         Buffalo, NY 14202-2293
         Tel: (716) 853-1616
         E-mails: rfink@hselaw.com
                 jmueller@hselaw.com

               About HHH Choices Health Plan, LLC

Three alleged creditors owed about $1.9 million submitted an
involuntary Chapter 11 petition for HHH Choices Health Plan, LLC on
May 4, 2015 (Bankr. S.D.N.Y. Case No. 15-11158) in Manhattan.

The petitioners are The Royal Care, Inc., (allegedly owed
$772,762), Amazing Home Care Services ($1,178,752), and InterGen
Health LLC ($42,298), all claiming that they are owed by the De tor
for certain services rendered.  They all tapped Marc A. Pergament,
Esq., at Weinberg, Gross & Pergament, LLP, in Garden City, New
York, as counsel.

With the consent from the board of directors, the Debtor filed a
notice of consent to order for relief on June 1, 2015, and an order
for relief was entered on June 22, 2015.

Judge Michael E. Wiles oversees the case.


HHCS INC: No Objections Against CohnReznick Employment
------------------------------------------------------
Thomas R. Califano, Esq. at DLA Piper LLP (US), counsel for the
Official Committee of Unsecured Creditors in the Chapter 11 case of
Debtor Hebrew Hospital Senior Housing, Inc., et al., submitted a
certificate informing the U.S. Bankruptcy Court for the Southern
District of New York that no objection was filed to the Committee's
application to retain CohnReznick LLP, as its financial advisor,
nunc pro tunc to Jan. 5, 2016.

Chad J. Shandler, Esq., a partner of CohnReznick, related that
prior to the Petition Date, CohnReznick served as the financial
advisor to the Westchester Meadows Resident Council.  In that role,
CohnReznick's employees acquired significant familiarity with the
Debtor's business and capital structure, and assisted in
developing analyses required in connection with the Debtor's case.
CohnReznick's prepetition representation of the WMRC also makes the
firm well-qualified to be retained as the Committee's financial
advisor.

As financial advisor, CohnReznick is expected to, among other
things:

   1) at the request of Committee's counsel, analyze and review key
motions to identify strategic financial issues in the case;

   2) gain an understanding of the Debtor's corporate structure,
including non-Debtor entities; and

   3) perform a preliminary assessment of the Debtor's short-term
budgets.

CohnReznick's billing rates for the financial advisory services
are:

         Professional                              Hourly Rate
         ------------                              -----------
         Partner/Senior Partner                    $600 - $810
         Manager/Senior Manager/Director           $440 - $630
         Other Professional Staff                  $295 - $430
         Paraprofessional                             $195

Additionally, CohnReznick will seek reimbursement for all expenses
incurred in connection with the Debtor's case.

To the best of the Committee's knowledge, CohnReznick is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

               About HHH Choices Health Plan, LLC

Three alleged creditors owed about $1.9 million submitted an
involuntary Chapter 11 petition for HHH Choices Health Plan, LLC on
May 4, 2015 (Bankr. S.D.N.Y. Case No. 15-11158) in Manhattan.

The petitioners are The Royal Care, Inc., (allegedly owed
$772,762), Amazing Home Care Services ($1,178,752), and InterGen
Health LLC ($42,298), all claiming that they are owed by the Debtor
for certain services rendered.  They all tapped Marc A. Pergament,
Esq., at Weinberg, Gross & Pergament, LLP, in Garden City, New
York, as counsel.

With the consent from the board of directors, the Debtor filed a
notice of consent to order for relief on June 1, 2015, and an order
for relief was entered on June 22, 2015.

Judge Michael E. Wiles oversees the case.

On Jan. 14, 2016, this Court entered an order administratively
consolidating the chapter 11 case of the Debtor with the chapter 11
cases of its affiliates, HHH Choices Health Plan, LLC and Hebrew
Hospital Home of Westchester, Inc.

On Dec. 28, 2015, the U.S. Trustee for Region 2, appointed five
members to the Committee.  The current members of the Committee
are: (a) 1199 SEIU Benefit and Pension Funds; (b) Andrea Taber,
Esq. on behalf of Lucille and Selig Popik; (c) Richard A. Bobbe;
(d) Mary Blumenthal-Lane on behalf of Julie Blumenthal; and (e)
Peter Clark on behalf of Ann Clark.


HHH CHOICES: Committee Wants Hearing in Bid to Appoint Adjourned
----------------------------------------------------------------
The Official Committee of Unsecured Creditors of Debtor Hebrew
Hospital Home of Westchester, Inc., filed with the U.S. Bankruptcy
Court for the Southern District of New York its response to the
United States Trustee's motion for an order directing the
appointment of a Chapter 11 Trustee.

The HHHW Committee was formed just over two weeks ago and only
selected counsel one week ago.  At this early stage, the HHHW
Committee says it is not prepared to take a position on the Motion
and urges the Court to adjourn any hearing on the Motion to
coincide with the hearing on the motion of Hebrew Hospital Senior
Housing, Inc. (HHSH) for debtor in possession financing.

James J. Vincequerra, Esq., at Duane Morris LLP, in New York --
JVincequerra@duanemorris.com -- says the requested adjournment
would afford the HHHW Committee the opportunity to gather
additional facts concerning HHHW, its assets and liabilities and
its management and their decision making.  He asserts that those
additional facts would help shape the HHHW Committee's ultimate
position on the Motion.

Mr. Vincequerra tells the Court that in the short time that the
HHHW Committee has been active in these bankruptcy cases, it has
become evident that there are a number of "areas of concern" that
must be looked into prior to any decision on the Motion,
including:

   (a) Overlapping management of HHHW and HHSH and the inherent
       conflict of interest in connection with their decision to
       have HHHW fund a DIP loan to HHSH;

   (b) HHHW's failure to adequately respond to the HHHW
       Committee's request for information relating to DIP loan
       alternatives and the status of the HHSH sale process; and

   (c) apparent misstatements made to the NY Supreme Court, the
       Attorney General of the State of New York and the
       creditors of HHHW prior to the Petition Date in support of
       the initial loan from HHHW to HHSH.

In light of the above, the HHHW Committee says it cannot take a
position on the Motion at this time and respectfully urges the
Court to adjourn any hearing on the Motion to afford the HHHW
Committee an opportunity to investigate and gather additional
information regarding its concerns.

The HHHW Committee reserves all of its rights in connection with
the Motion, and further reserves its right to file its own request
for the appointment of a Chapter 11 trustee should circumstances
warrant.

               About HHH Choices Health Plan, LLC

Three alleged creditors owed about $1.9 million submitted an
involuntary Chapter 11 petition for HHH Choices Health Plan, LLC on
May 4, 2015 (Bankr. S.D.N.Y. Case No. 15-11158) in Manhattan.

The petitioners are The Royal Care, Inc., (allegedly owed
$772,762), Amazing Home Care Services ($1,178,752), and InterGen
Health LLC ($42,298), all claiming that they are owed by the Debtor
for certain services rendered.  They all tapped Marc A. Pergament,
Esq., at Weinberg, Gross & Pergament, LLP, in Garden City, New
York, as counsel.

With the consent from the board of directors, the Debtor filed a
notice of consent to order for relief on June 1, 2015, and an order
for relief was entered on June 22, 2015.

Judge Michael E. Wiles oversees the case.


HII TECHNOLOGIES: Court Approves 3rd Amended Plan
-------------------------------------------------
BankruptcyData.com reported that the U.S. Bankruptcy Court has
approved HII Technologies' Third Amended Chapter 11 Plan of
Reorganization.

According to the report, documents filed with the Court indicate,
"On the Effective Date, Reorganized HIIT shall (i) issue to the
Litigation Trustee warrants for 50,000 shares equal to a
non-dilutable five percent (5%) of New HIIT Common Stock, which
shares shall be distributable to the holders of Allowed Claims in
Class 4 in accordance with the terms of Section 4.5 of the Plan;
and (ii) issue 950,000 shares of convertible participating and
voting preferred stock with a dividend that will be specified in
reliance upon section 1145(a) of the Bankruptcy Code, the offer
and/or issuance of the New HIIT Common Stock and New HIIT Preferred
Convertible Stock by Reorganized HIIT is exempt from registration
under the Securities Act of 1933, as amended (the 'Securities
Act'), and any equivalent securities law provisions under state
law....Upon entry of this order of the SEC, HII Technologies will
have no further obligation to file reports with the SEC, including
past due reports and there will be no further trading in the common
stock of HII Technologies... On the Effective Date, each respective
Equity Interest of HII Technologies in Debtors Apache Energy
Services, Aqua Handling of Texas, Sage Power Solutions, and
Hamilton Investment Group shall be unaffected by the Plan, in which
case Reorganized HIIT shall continue to hold such Equity
Interests."

The Court also approved on a final basis, HII Technologies' Second
Amended Disclosure Statement, the report said.

                      About HII Technologies

HII Technologies, Inc., Apache Energy Services, LLC, Aqua Handling
of Texas, LLC, Hamilton Investment Group, Inc., and Sage Power
Solutions, Inc., filed Chapter 11 bankruptcy petitions (Bankr.
S.D.
Tex. Lead Case No. 15-60070) on Sept. 18, 2015.  Judge David R
Jones is assigned to the cases.

HII Technologies (HIITQ) is a publicly-traded oilfield services
company which entered the hydraulic fracturing water management
business via acquisition of Apache Energy Services dba AES Water
Solutions in September 2012.

HII Technologies currently has only one employee, its CEO, Matt
Flemming.

HII Technologies reported assets of $17.6 million and liabilities
of $26.5 million as of July 31, 2015.

The Debtors tapped McKool Smith P.C. as counsel, and Stout Risius
Ross, Inc. for management and restructuring services.

On Sept. 29, 2015, Power Reserve Corp., Bold Production Services
LLC, and Black Gold Energy LLC were appointed to serve on its
official committee of unsecured creditors.  On Oct. 7, Black Gold
was replaced by Worldwide Power Products LLC.  The Official
Committee is represented by W. Steven Bryant, Esq., and Elizabeth
M. Guffy, Esq., at Locke Lord LLP.

Unsecured Creditors of Debtor Apache Energy Services, LLC, have
formed their own group.  The Ad Hoc Committee of AES Unsecured
Creditors is represented by Leonard H. Simon, Esq., at Pendergraft
& Simon, L.L.P.; and Joan Kehlhof, Esq., at Wist Holland & Kehlhof.


JASMINE HOLDINGS: Case Summary & 2 Unsecured Creditors
------------------------------------------------------
Debtor: Jasmine Holdings, LLC
           dba Jasmine Holdings, LLC,
           A Nevada Limited Liability Company
        P.O. Box 613
        Yucaipa, CA 92399

Case No.: 16-13447

Nature of Business: Single Asset Real Estate

Chapter 11 Petition Date: April 18, 2016

Court: United States Bankruptcy Court
       Central District of California (Riverside)

Judge: Hon. Meredith A. Jury

Debtor's Counsel: Richard J Hassen, Esq.
                  RICHARD J. HASSEN
                  10429 Hole Ave
                  Riverside, CA 92505
                  Tel: 951-688-3800
                  Fax: 951-688-5220
                  E-mail: lawyer@hassenlaw.com

Total Assets: $5.30 million

Total Liabilities: $724,463

The petition was signed by Jamie Diaz-Fonseca, managing member.

A list of the Debtor's two largest unsecured creditors is available
for free at http://bankrupt.com/misc/cacb16-13447.pdf


JOHN DAVIS: 18 Trailers to Be Sold by Plan Trustee for $496,500
---------------------------------------------------------------
Stephen R. Harris, Esq., of Harris Law Practice LLC, as liquidating
trustee appointed under the recently confirmed liquidating plan for
John Davis Trucking Company, Inc., on April 18, 2016, filed a
motion to sell 18 trailers owned by the Debtor for a total of
$496,500.

The Trustee has received an offer from Western Truck & Trailer
Sales, Inc., to purchase: seven 2011 Smithco side dump trailer
units for $65,000 per "pair", one singe Smithco side dump trailer
for $17,500, two 2000 Trail King side dump trailer for $17,000 and
one 2002 Circle R side dump trailer for $7,000.  

The offer to purchase the equipment is all cash, "as is" and "where
is", and the Trust will not incur any costs of sale or any
transportation costs, as those costs will be borne by the buyer.  

The Liquidating Trustee believes that the offer is fair and
reasonable, in that it will realize net proceeds for the estate
nearly equal to the proceeds obtained at auction.  The Court
hearing on the Motion will allow for overbidding by qualified
buyers, provided however that any overbid must provide net sales
process equal to or greater than the amount offered by Western
Truck.

                     About John Davis Trucking

John Davis Trucking Company, Inc., sought Chapter 11 protection
(Bankr. D. Nev. Case No. 14-51643) in Reno, Nevada, on Sept. 29,
2014.  The case judge is Bruce T. Beesley

The Debtor tapped Hartman & Hartman as counsel.

The Debtor disclosed $5.71 million in assets and $5.64 million in
liabilities.

                           *     *     *

On March 4, 2016, the Court entered an order confirming the
Official Committee of Unsecured Creditors' Second Amended Proposed
Plan of Orderly Liquidation, as Amended.  The assets of the Debtor
were vested to the John Davis Trucking Company, Inc., Liquidating
Trust.  On April 4, 2016, a notice of liquidating trust agreement
was filed with the Court and Stephen R. Harris, Esq., was duly
appointed Liquidating Trustee.

The Liquidating Trustee can be reached at:

         Stephen R. Harris, Esq.
         HARRIS LAW PRACTICE, LLC
         6151 Lakeside Drive, Suite 2100
         Reno, NV 89511
         Tel: (775) 786-7600
         E-mail: steve@harrislawreno.com


JUMIO INC: K&L Gates, Pachulski File Rule 2019 Statement
--------------------------------------------------------
K&L Gates LLP and Pachulski Stang Ziehl & Jones LLP disclosed in a
court filing that they represent an ad hoc committee of equity
holders in the Chapter 11 case of Jumio Inc.

The equity holders are:

     (a) Pinnacle Ventures Debt Fund II, L.P.
         1600 El Camino Real, Suite 250
         Menlo Park, 94025

     (b) Pinnacle Ventures Debt Fund II-O, L.P.
         1600 El Camino Real, Suite 250
         Menlo Park, 94025

     (c) Pinnacle Ventures Debt Fund III, L.P.
         1600 El Camino Real, Suite 250
         Menlo Park, 94025

     (d) Pinnacle Ventures Debt Fund III-A, L.P.
         1600 El Camino Real, Suite 250
         Menlo Park, 94025

     (e) PVDF III -Legacy Holdings, L.P.
         1600 El Camino Real, Suite 250
         Menlo Park, 94025

     (f) 137 Ventures II, LP
         49 Geary Street, Suite 500
         San Francisco, CA 94108

None of the members of the committee holds claims against Jumio
except for claims on account of their equity interests, according
to the filing.

The firms made the disclosure pursuant to Rule 2019 of the Federal
Rules of Bankruptcy Procedure.

The firms can be reached through:

     Laura Davis Jones
     Jeffrey N. Pomerantz
     Peter J. Keane
     Pachulski Stang Ziehl & Jones LLP
     919 N. Market Street, 17th Floor
     P.O. Box 8705
     Wilmington, DE 19899-8705 (Courier 19801)
     Telephone: (302) 652-4100
     Facsimile: (302) 652-4400
     E-mail: ljones@pszjlaw.com
             jpomerantz@pszjlaw.com
             pkeane@pszjlaw.com

          -- and --      

     Michael B. Lubic
     John H. Culver III (NC Bar No. 17849)
     Sven T. Nylen (IL Bar No. 6278148)
     K&L Gates LLP
     10100 Santa Monica Blvd., 8th Floor
     Los Angeles, CA 90067
     Telephone: (310) 552-5000
     Facsimile: (310) 552-5001
     E-mail: michael.lubic@klgates.com
             john.culver@klgates.com
             sven.nylen@klgates.com

                            About Jumio

Headquartered in Palo Alto, California, Jumio is an online and
mobile identity management and credentials authentication company.
Its customers include, among others, Airbnb, United Airlines,
WorldRemit, EasyJet, and Duolingo.  Jumio has operations in the
United States, Europe and India.  Jumio employs 43 individuals.

Jumio Inc. filed a Chapter 11 bankruptcy petition (Bankr. D. Del.
Case No. 16-10682) on March 21, 2016.  The petition was signed by
Stephen Stuut as chief financial officer.  The Debtor estimated
assets in the range of $1 million to $10 million and debts of up to
$50 million.  Judge Brendan Linehan Shannon has been assigned the
case.

The Debtor has engaged Landis Rath & Cobb LLP as bankruptcy
counsel, Wilmer Cutler Pickering Hale and Dorr LLP as special
corporate counsel, Ernst & Young LLP as financial advisor, Sagent
Advisors, LLC as investment banker, Cooley LLP as special SEC
counsel and Rust Consulting/Omni Bankruptcy as claims and noticing
agent.


KIRWAN OFFICES: Shareholder Asks Court to Dismiss Ch. 11 Case
-------------------------------------------------------------
Stephen Lynch, a Class C shareholder of Debtor Kirwan Offices
S.A.R.L., asks the U.S. Bankruptcy Court to dismiss the Chapter 11
case on the grounds of forum non conveniens in favor of an
arbitration in London.

Lynch further asks the Court to grant him leave to intervene in the
bankruptcy proceeding to contest the involuntary petition filed by
the Financing Shareholders -- Kirwan's Class A and Class B
shareholders, Mascini Holdings Limited, and Lapidem Limited.
Alternatively, Lynch asks the Court to stay the proceedings should
the Court find that the Debtor meets the eligibility requirements
under Bankruptcy Code, to allow the London Court of International
Arbitration to determine as to whether the loans for the Financing
Shareholder's claims are in fact due, as well as whether the filing
violates the SHA, and upon that determination dismissing the
petition.

Lynch asserts that the Debtor is a foreign entity with no nexus to
the United States, so that the U.S. Bankruptcy Court has no
jurisdiction over the Debtor.  Lynch relates that on the eve of an
involuntary filing, the Petitioning Creditors have colluded with
equity holders holding contingent claims to commence an involuntary
proceeding and manufacture jurisdiction in the United States, in
violation of the putative Debtor's operative documents and
governing foreign law to further the interests of a subset of
equity holders and to the detriment of other equity holders.  

According to Lynch, the Financing Shareholders' loans are in the
nature of paid-in capital and cannot be recovered from the Debtor
unless and until there is a "Return" binding the parties as defined
in the SHA, and any claims relating to the loans are subject to a
bona fide dispute -- as to liability and amount -- and resolution
before the LCIA, which has exclusive jurisdiction over the same and
must so decide the claims by the application of English law.

Furthermore, Lynch asserts that, in their attempts to fabricate
bankruptcy eligibility where none exists, the Petitioning
Creditors' created these "unpaid claims," including the "Retainer"
accounts by the unauthorized and ultra vires acts of the
Petitioning Creditors, and as such these do not constitute funds of
the Debtor and are void ab initio.

Stephen P. Lynch is represented by:

     Daniel J. Rothstein, Esq.
     DANIEL J. ROTHSTEIN, P.C.
     747 Third Avenue, 32nd Floor
     New York, NY 10017
     Telephone: (212) 207-8700
     Email: DJR@DanielRothstein.com

     -- and --   

     Randolph E. White, Esq.
     David Y. Wolnerman, Esq.
     WHITE & WOLNERMAN, PLLC
     950 Third Avenue, 11th Floor
     New York, New York 10022
     Telephone: (212) 308-0667
     Email: rwhite@wwlawgroup.com
            dwolnerman@wwlawgroup.com


LOGAN'S ROADHOUSE: Moody's Lowers CFR to Ca, Outlook Negative
-------------------------------------------------------------
Moody's Investors Service downgraded Logan's Roadhouse Inc.'s
Corporate Family Rating to Ca from Caa3 and Probability of Default
Rating to Ca-PD from Caa3-PD.  Concurrently, Moody's lowered the
rating on the $144 million senior secured second lien notes to Ca
from Caa3.  At the same time, Moody's affirmed the company's
Speculative Grade Liquidity rating of SGL-4 indicating a weak
liquidity profile.  The rating outlook is negative.

The downgrade reflects the high likelihood of a default following
Logan's announcement on 15 April that it elected not to make the
scheduled interest payment due the same day on its 10.75% senior
secured second lien notes due 2017.  The company has a 30-day grace
period and during that time the company intends to continue to
engage in discussions with noteholders and stakeholders regarding
strategic alternatives to improve liquidity.

Ratings downgraded:

  Corporate Family Rating to Ca from Caa3
  Probability of Default Rating to Ca-PD from Caa3-PD
  $144 million senior secured second lien notes due October 2017
   to Ca (LGD4) from Caa3 (LGD4)

Ratings affirmed:

  Speculative Grade Liquidity Rating of SGL-4

                        RATINGS RATIONALE

The Ca CFR reflects the company's weak liquidity and very high
leverage -- debt/EBITDA was above 12.0 times for the LTM period
ended Oct. 28, 2015, -- interest coverage below 1.0 times, weak
same store sales, negative customer traffic, and concerns about the
sustainability of the capital structure.  Moody's does not expect
material improvement in Logan's operating performance given soft
consumer discretionary spending in the company's primary markets,
high beef costs, and the intense competitive environment among
casual dining concepts.

The negative rating outlook considers our view that without a
significant improvement in operating results, Logan's capital
structure is not sustainable in its current form, and there is a
high likelihood of a default.

The ratings could be lowered if the company does not reach an
agreement with its noteholders that avoids default and improves its
liquidity.  The ratings could be upgraded if the company's
liquidity profile improves significantly.

Logan's Roadhouse, Inc. headquartered in Nashville, Tennessee, owns
and operates 230 and franchises 26 traditional American
roadhouse-style steakhouses in 23 states.  Annual revenues are
approximately $600 million.  Kelso & Company, L.P. owns
approximately 97% and management investors owns 3% of the capital
stock Roadhouse Holdings Inc., the parent holding company of
Logan's.

The principal methodology used in these ratings was Restaurant
Industry published in September 2015.



LOGAN'S ROADHOUSE: S&P Lowers CCR to 'D' on Missed Interest Payment
-------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on Logan's
Roadhouse Inc., including the corporate credit rating, to D' from
'CCC-'.  S&P also removed the ratings from CreditWatch negative,
where it placed them on March 31, 2016.

The 'D' rating reflects Logan's announcement that it elected not to
make the April 15, 2016 interest payments on its 10.75% senior
secured notes due 2017 and series 2015-2 notes due October 2017,
and S&P's belief that the company will not make this payment within
the 30-day grace period.  The company continues to pursue strategic
alternatives to improve its liquidity, which S&P believes will
involve a broader financial restructuring.



LOUISIANA PELLETS: Has Until April 28 to File Schedules
-------------------------------------------------------
Judge Robert Summerhays of the U.S. Bankruptcy Court for the
Western District of Lousiana, Lafayette Division, gave Louisiana
Pellets, Inc., et al., until April 28, 2016, to file their
schedules of assets and liabilities, schedules of current income
and expenditures, schedules of executory contracts and unexpired
leases and statements of financial affairs required by Bankruptcy
Rule 1007(b)(1).

                     About Louisiana Pellets

Louisiana Pellets, Inc and German Pellets Louisiana, LLC are
members of the "German Pellets" family of companies, which is a
family of related companies centered in Wismar, Germany, operating
in the wood pellets industry.

LPI owns a wood pellet production facility located on 334 acres of
land in Urania, Louisiana.  The Facility is still under
construction and is not yet fully complete or operational.  GPLA
is
the general contractor for construction of the Facility.  A
contract is in place with E.ON UK PLC (a United Kingdom utility
company) to purchase the wood pellet production from the Facility.

LPI and PLA sought Chapter 11 protection (Bankr. W.D. La., Lead
Case No. 16-80162) on Feb. 18, 2016, due to cost overruns and
delays in the course of construction of their
still-to-be-completed
wood pellet production facility.  The petitions were signed by
Anna-Kathrin Leibold, president and chief executive officer.  The
Hon. John W. Kolwe presides over the case.

Louisiana Pellets, Inc., estimated assets and debts at $100
million
to $500 million.  German Pellets estimated assets and debts at $50
million to $100 million.

The Debtors tapped Locke Lord LLP, as counsel.

                           *     *     *

According to the docket, the Debtor's Chapter 11 plan and
Disclosure Statement are due June 17, 2016.  A status conference
hearing is scheduled for July 6, 2016, at 9:30 a.m.


MAGNETATION LLC: Taps Hilco as Appraisers
-----------------------------------------
Magnetation LLC and its debtor-subsidiaries sought and obtained
authority from the U.S. Bankruptcy Court for the District of
Minnesota to employ Hilco Valuation Services, LLC, and Hilco Real
Estate Appraisal, LLC, nunc pro tunc to March 1, 2016, as
appraisers.

The terms and conditions of the employment are set forth in that
certain engagement letter agreement between the Debtors and the
Hilco Appraisers dated as of March 1, 2016.  The parties have
executed the Engagement Letter, which governs the relationship
between the Debtors and the Hilco Appraisers.

The Hilco Appraisers have agreed to provide the Debtors with
certain appraisal and valuation services, which aresummarized as
follows:

   (a) An opinion of the Forced Liquidation Value and Net Forced
       Liquidation Value of the Debtors' machinery and equipment,
       including an explanation of how the analysis was developed
       and inherent assumptions associated with the liquidation
       scenario;

   (b) An opinion of the Orderly Liquidation Value and Net
       Orderly Liquidation Value of the Debtors' machinery and
       equipment, including an explanation of how the analysis
       was developed and inherent assumptions associated with the
       liquidation scenario; and

   (c) An opinion of the orderly and forced Liquidation Value of
       the fee simple interest in the Debtors' real property
       referenced in the Engagement Letter.

Pursuant to the terms and conditions of the Engagement Letter, the
Debtors have agreed to compensate the Hilco Appraisers for the
Services rendered in these Chapter 11 cases under this fee
structure:

   -- Flat Fee.  The Debtors shall pay the Hilco Appraisers a
      flat fee of $122,500 in cash.  The Flat Fee will be payable
      upon completion of the Services; and

   -- Expense Reimbursement.  The Debtors shall reimburse the
      Hilco Appraisers for their normal, customary and properly
      documented travel expenses.

Ryan Lawlor, Vice President and Assistant General Counsel of Hilco
Trading, LLC, the managing member of Hilco Valuation Services, LLC
and Hilco Real Estate Appraisal, LLC, assures the Court that the
Hilco Appraisers are "disinterested person[s]" as that term to be
defined in Section 101(14) of the Bankruptcy Code.

                      About Magnetation LLC

Magnetation LLC -- http://www.magnetation.com/-- is a joint
venture between Magnetation, Inc. (50.1% owner) and AK Iron
Resources, LLC, an affiliate of AK Steel Corporation (49.9%
owner).

Magnetation LLC recovers high-quality iron ore concentrate from
previously abandoned iron ore waste stockpiles and tailings
basins.

Magnetation LLC owns iron ore concentrate plants located in
Keewatin, MN, Bovey, MN and Grand Rapids, MN, and an iron ore
pellet plant in Reynolds, IN.

Magnetation LLC and four subsidiaries sought Chapter 11 bankruptcy
protection (Bankr. D. Minn. Lead Case No. 15-50307) in Duluth,
Minnesota, on May 5, 2015, after reaching a deal with secured
noteholders on a balance sheet restructuring. The cases are
assigned to Chief Judge Gregory F Kishel.

The Debtors have tapped Davis Polk & Wardwell LLP and Lapp, Libra,
Thomson, Stoebner & Pusch, Chtd., as attorneys; Blackstone Advisory
Partners LP as financial advisor; and Donlin, Recano & Company,
Inc., as the claims agent.

The U.S. Trustee for Region 12 appointed three creditors of
Magnetation LLC to serve on an official committee of unsecured
creditors.


MAGNUM HUNTER: Court Confirms Ch. 11 Reorganization Plan
--------------------------------------------------------
Judge Kevin Gross of the U.S. Bankruptcy Court for the District of
Delaware on April 18, 2016, issued findings of fact, conclusions of
law, and order confirming Magnum Hunter Resources Corporation, et
al.'s Third Amended Joint Chapter 11 Plan of Reorganization.

The key element of the Plan is the agreement of creditors to
convert their pre- and postpetition funded debt claims, including
the DIP facility claims of up to $200 million, second lien claims
of $336.6 million, and note claims of $600 million, into new
common
equity.  Specifically, the DIP Facility Lenders shall receive
their
pro rata share of 28.8 percent of the new common equity, the
second
lien lenders will receive their Pro Rata share of 36.87 percent of
the New Common Equity, and the Noteholders shall receive their Pro
Rata share of 31.33 percent of the New Common Equity (all of which
is subject to dilution by the Management Incentive Plan).

Moreover, the holders of the equipment and real estate notes with
principal totaling $13.2 million will have their claims
reinstated.

The holders of general unsecured claims will receive their pro
rata
share of the unsecured creditor cash pool.  It is currently
intended that the unsecured creditor cash pool will be
$20,000,000,
which amount may be subject to the costs of any professional fees
or other expenses incurred as part of the claims reconciliation
process.  The Disclosure Statement still has blanks as to the
projected total amount of unsecured claims and the estimated
percentage recovery by the class.

Class 7 (General Unsecured Claims - Bakken Hunter Canada, Inc.),
Class 7 (General Unsecured Claims - Hunter Aviation, LLC), Class 7
(General Unsecured Claims - Hunter Real Estate, LLC), Class 7
(General Unsecured Claims - Magnum Hunter Marketing, LLC), and
Class 7 (General Unsecured Claims - Magnum Hunter Production,
Inc.), voted to accept the Plan for each of the Debtor.

All objections to Confirmation of the Plan have been withdrawn,
waived, or otherwise resolved by the Debtors prior to entry of the
Confirmation Order.  To the extent that any objections to
Confirmation of the Plan have not been withdrawn, waived, or
settled prior to entry of the Confirmation Order, are not cured by
the relief granted in the Confirmation Order, or otherwise resolved
as stated by the Debtors on the record of the Confirmation Hearing,
all those objections are overruled on the merits.

A full-text copy of the Plan Confirmation Order is available at
http://bankrupt.com/misc/MAGNUMplanord0418.pdfhttp://bankrupt.com/misc/MAGNUMplanord0418.pdf

                       About Magnum Hunter

Magnum Hunter Resources Corporation is an oil and gas company
headquartered in Irving, Texas that primarily is engaged in the
acquisition, development, and production of oil and natural gas
reserves in the United States.  MHRC and its affiliates own
interests in approximately 431,643 net acres in total and have
proved reserves with an industry value of approximately $234.5
million as of December 31, 2015.  In the aggregate, MHRC generated
approximately $391.5 million in revenue from their operations in
2014 and generated approximately $169.3 million in revenues from
their operations for the ten months ended October 31, 2015.

Magnum Hunter Resources Corporation and 19 of its affiliates filed
Chapter 11 bankruptcy petitions (Bankr. D. Del. Proposed Lead Case
No. 15-12533) on Dec. 15, 2015.  The petitions were signed by Gary
C. Evans as chairman and chief executive officer.

Judge Kevin Gross oversees the cases.  The Debtors have engaged
Kirkland & Ellis, LLP as their general counsel, Pachulski Stang
Ziehl & Jones LLP as local counsel, PJT Partners, LP as investment
banker, Alvarez & Marsal North America, LLC, as restructuring
advisor, and Prime Clerk, LLC as notice, claims and balloting
agent.

The U.S. Trustee has named three members to the Official Committee
of Unsecured Creditors.  The Committee retains Ropes & Gray LLP as
counsel, Cole Schotz P.C. as Delaware co-counsel, and Berkeley
Research Group, LLC as its financial advisor.

Judge Kevin Gross of the U.S. Bankruptcy Court for the District of
Delaware has approved the disclosure statement explaining Magnum
Hunter's Second Amended Joint Chapter 11 Plan of Reorganization.
The hearing to consider confirmation of the Plan has been moved
from March 31, 2016, to April 18, 2016.


MCGAHAN FAMILY LP: Seeks to Sell Property for $7,000
----------------------------------------------------
McGahan Family Limited Partnership is asking the U.S. Bankruptcy
Court for the District of Alaska, pursuant to 11 U.S.C. Sec. 363,
for approval to sell real property for $7,000.  The Debtor is in
the business of developing land and then selling the improved lots.
In this case, the Debtor has developed an airport complex and is
in the process of selling lots with airport access.  The Debtor has
received an offer for purchase from Merrill McGahan.  The amount
offered by the buyer is sufficient to pay all creditors of the
Debtor: Kenai Peninsula Borough ($5,719), AT&T ($146), State Farm
($299), and administrative fees ($650).

The Debtor prays for an order allowing a sale free and clear of all
liens except for the liens held by the Internal Revenue Service.
The Debtor is informed and believes that the IRS asserts a lien
against the property.  The Debtor does not owe monies to the IRS.
The IRS liens resulted from a judgment against Merrill McGahan (an
individual who filed Chapter 13 on September 19, 2015, Case No.
A15-00284) for individual income taxes.

                      About McGahan Family LP

McGahan Family Limited Partnership sought protection under Chapter
11 of the Bankruptcy Code (Bankr. D. Alaska Case No. 16-00049) on
March 4, 2016.  The Debtor estimated less than $50,000 in assets
$50,000 to $100,000 in liabilities.  The Debtor is represented by
Terry P. Draeger, Esq., at Beaty & Draeger, Ltd.


MCGRAW-HILL EDUCATION: S&P Assigns 'B' CCR, Outlook Stable
----------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its 'B'
corporate credit rating to New York City-based education material
and learning solutions provider McGraw-Hill Education Inc. (MHE).
The rating outlook is stable.

At the same time, S&P lowered its corporate credit ratings on
McGraw-Hill Global Education Holdings LLC (MHGE) and McGraw-Hill
School Education Holdings LLC (MHSE) to 'B' from 'B+'.  The rating
outlook on the companies is stable.  MHE is the parent company of
MHGE and MHSE.

S&P also assigned its 'BB-' issue-level rating and '1' recovery
rating to MHGE's proposed $1.655 billion senior secured credit
facility, which includes a $350 million revolving credit facility
and a $1.305 billion first-lien term loan.  The '1' recovery rating
indicates S&P's expectation for very high recovery (90%-100%) of
principal in the event of a payment default.

S&P also lowered its issue-level rating on MHGE Parent LLC (HoldCo)
and MHGE Parent Finance Inc.'s $500 million payment-in-kind (PIK)
toggle notes to 'CCC+' from 'B-'.  The recovery rating remains '6',
which indicates S&P's expectation for negligible recovery (0%-10%)
of principal in the event of a payment default.

S&P's 'B' corporate credit rating on MHE reflects the company's
solid market position as the third-largest U.S. provider in both
higher education and K-12 education publishing, its narrow focus on
educational learning solutions, its reliance on volatile state and
local budgetary spending that directly affects the K-12 business,
and its private equity ownership and aggressive financial policy.
The rating also reflects the intense competition the company faces
from the used and rental textbook markets, and from new
nontraditional education and learning solution providers.

"The downgrade of MHGE and MHSE to 'B' from 'B+' reflect our view
that MHE will maintain its aggressive financial policy," said
Standard & Poor's credit analyst Thomas Hartman.  "MHE has
demonstrated its willingness to initiate frequent debt financed
special dividends to shareholders, and we believe that its credit
ratios will remain consistent with the higher debt leverage and
weaker payback credit measures we expect following the
recapitalization."

The stable rating outlook reflects S&P's view that MHE will
maintain or grow its market share while continuing to successfully
execute its digital and online education initiatives.  The outlook
also reflects S&P's expectation that the company will maintain
adequate liquidity and continue to aggressively pursue capital
return or other shareholder-friendly initiatives.

S&P could raise its corporate credit rating on MHE if S&P believes
the company's aggressive financial policy has moderated, and it
continues to generate strong cash flow, including achieving and
maintaining free operating cash flow (FOCF) to debt above 10%.
Under this scenario, S&P would expect MHGE and MHSE to maintain or
gain market share and maintain discretionary cash flow (DCF) to
debt above 5%.

Although unlikely over the next year, S&P could lower the rating if
MHE's operating performance deteriorates, causing cash flow
generation to weaken considerably and FOCF to debt to fall to and
remain below 5%.  This could occur if the company further increases
leverage (potentially through additional debt-financed dividends),
if MHGE faces an acceleration of enrollment declines, or if MHSE
loses market share or its addressable market declines
significantly.



MEDICAL EDUCATIONAL: Chapter 11 Case Dismissed
----------------------------------------------
Medical Educational and Health Service, Inc., sought and obtained
from Judge Brian K. Tester of the U.S. Bankruptcy Court for the
District of Puerto Rico, the dismissal of its Chapter 11 case.

The Debtor contended that it sought the dismissal of its bankruptcy
case because of the will of its directors and because it no longer
appears justified to continue under the protection of the
Bankruptcy Court.

Medical Educational and Health Service is represented by:

          Rafael González Vélez, Esq.
          1806 Calle McLeary
          Suite 1-B - Ocean Park
          San Juan, PR 00911
          Telephone: (787)726-8866
          Facsimile: (787)726-8877
          E-mail: rgvlo@prtc.net

            About Medical Educational & Health Service

Headquartered in Mayaguez, Puerto-Rico, Medical Educational and
Health Services Inc. was created, specifically, to promote and
advance the establishment and operation of medical educational
facilities and institutions along the western areas of Puerto
Rico.
The Company filed for Chapter 11 bankruptcy protection (Bankr.
D.P.R. Case No. 10-04905) on June 3, 2010.  The Company estimated
US$10 million to $50 million in assets and $1 million to US$10
million in liabilities.  The Debtor is represented by Rafael
Gonzalez Velez, Esq.


MERITAGE HOMES: Moody's Raises CFR to Ba2, Outlook Stable
---------------------------------------------------------
Moody's Investors Service upgraded Meritage Homes Corporation's
Corporate Family Rating to Ba2 and its Probability of Default
Rating to Ba2-PD.  Concurrently, the ratings on Meritage's Senior
Unsecured Bonds were upgraded to Ba2 from Ba3 and the
Speculative-Grade Liquidity (SGL) rating was affirmed at SGL-2.
The ratings outlook was changed to stable from positive.

The upgrade of the Corporate Family Rating to Ba2 incorporates the
continued positive momentum in the company's financial performance
over the past several quarters.  Moody's expects the company's
results to continue to improve in 2016 and 2017 due to its
advantageous geographic footprint and reduction in debt leverage
from disciplined financial policy.

Moody's took these rating actions on Meritage Homes Corporation:

  Corporate Family Rating upgraded to Ba2 from Ba3;
  Probability of Default Rating upgraded to Ba2-PD from Ba3-PD;
  $175 million 4.5% senior unsecured notes, upgraded to Ba2 (LGD4)

   from Ba3 (LGD4);
  $300 million 7.0% senior unsecured notes, upgraded to Ba2 (LGD4)

   from Ba3 (LGD4);
  $200 million 7.15% senior unsecured notes, upgraded to Ba2
   (LGD4) from Ba3 (LGD4);
  $102 million 7.15% senior unsecured notes, upgraded to Ba2
   (LGD4) from Ba3 (LGD4);
  $200 million 6.0% senior unsecured notes, upgraded to Ba2 (LGD4)

   from Ba3 (LGD4);
  $127 million 1.875% convertible senior notes, upgraded to Ba2
   (LGD4) from Ba3 (LGD4);
  Speculative-Grade Liquidity Rating, affirmed at SGL-2;

Outlook changed to stable from positive.

                        RATINGS RATIONALE

The Ba2 Corporate Family Rating reflects Meritage's prudent balance
sheet management and continued good operating performance. The
company's homebuilding debt to book capitalization ratio of 48% at
the end of 2015 is down from 50% following the issue of $200
million in senior unsecured notes last June and we anticipate this
figure to decline below 45% in 2016.  Meritage's disciplined
approach to land acquisition and careful balance sheet management
through the last down cycle further reinforce its credit strengths.
Additionally, Moody's expects Meritage to see continued growth in
orders due to its well positioned group of divisions in key
homebuilding markets.  Meritage's good liquidity profile supports
the Ba2 Corporate Family Rating as well; the company had a large
cash balance at the end of 2015, a $500 million unused revolver,
and significant cushion under its covenants.

At the same time, the Ba2 rating is constrained by a concentration
of revenues in Texas and California that combined represented close
to 47% of 2015 revenues.  Meritage also does not have the same size
and scale of some of its Ba2 rated counterparts with $2.5 billion
of revenue in 2015 compared to CalAtlantic and Lennar which had two
and three times of that, respectively.

The stable outlook reflects the expectation that Meritage's
performance will continue to be good amidst a positive homebuilding
environment.

The ratings could be upgraded if Meritage is able to significantly
increase its size, scale, and geographic diversification.
Specifically, if it can grow revenue to $4.5 billion, maintain
gross margins of 20% while keeping debt leverage below 40% it can
be considered for an upgrade.

The ratings could be downgraded if the company's liquidity position
weakens or if earnings deteriorate and gross margins compress
meaningfully.  If the company adds a substantial amount of debt to
fund excessive land purchases or shareholder friendly activities
such that debt to book capitalization is sustained above 50%, a
downward rating action would also be considered.

Meritage Homes Corporation is the seventh largest homebuilder in
the U.S. (based on 2015 closings), primarily building single-family
attached and detached homes in the entry level, move-up, luxury,
and active adult segments.  Meritage operates in 17 different
markets in the states of Arizona, Texas, California, Colorado,
Florida, North Carolina, Tennessee, Georgia, and South Carolina.
Total revenues and consolidated net income in 2015 were $2.6
billion and $129 million respectively.

The principal methodology used in these ratings was Homebuilding
And Property Development Industry published in April 2015.


MHGE PARENT: Moody's Affirms B2 CFR & Rates Credit Facility Ba3
---------------------------------------------------------------
Moody's Investors Service affirmed the B2 Corporate Family Rating
and B2-PD Probability of Default Rating for MHGE Parent, LLC.  The
ratings on existing HoldCo notes issued by MHGE Parent, LLC are
also affirmed at Caa1.  Moody's also assigned Ba3 rating to
proposed $1,655 senior secured credit facility and B3 rating to the
proposed $670 million senior unsecured notes to be issued by
McGraw-Hill Global Education Holdings, LLC (a subsidiary of MHGE
Parent, LLC).  Proceeds from the senior secured credit facility and
senior unsecured notes, along with $160 million in balance sheet
cash (as of 12/31/2015 and pro-forma for the transaction) will be
used to repay McGraw-Hill Higher Education, LLC and McGraw-Hill
School Education Holdings, LLC existing senior secured debt and pay
$300 million dividend to the existing shareholders. The rating
outlook is stable.  These rating actions are subject to review of
final documentation and no meaningful change in conditions of the
proposed transaction as presented to Moody's.

Affirmations:

Issuer: MHGE Parent, LLC

  Corporate Family Rating, Affirmed at B2
  Probability of Default Rating, Affirmed at B2-PD
  Backed Senior Unsecured Notes due 2019, Affirmed at Caa1 (LGD6)

Assignments:

Issuer: McGraw-Hill Global Education Holdings, LLC

  $350 Million Senior Secured Revolving Credit Facility due 2021,
   Assigned at Ba3 (LGD2)
  $1305 Million Senior Secured Term Loan due 2022, Assigned at Ba3

   (LGD2)
  $670 Million Senior Unsecured Notes due 2024, Assigned at B3
   (LGD5)

Withdrawals:

Issuer: McGraw-Hill Global Education Holdings, LLC

  $240 Million Senior Secured Revolving Credit Facility due 2018,
   Withdrawn, previously rated B1 (LGD3)
  $679 Million Senior Secured Term Loan due 2019, Withdrawn,
   previously rated B1 (LGD3)
  $800 Million Senior Secured 1st Lien Notes due 2021, Withdrawn,
   previously rated B1 (LGD3)

Issuer: MHGE Parent, LLC

  Speculative Grade Liquidity Rating, Withdrawn, previously rated
   SGL-2

Issuer: McGraw-Hill School Education Holdings, LLC

  Corporate Family Rating, Withdrawn, previously rated B1
  Probability of Default Rating, Withdrawn, previously rated B1-PD
  $250 Million Senior Secured Term Loan B due 2019, Withdrawn,
   previously rated B2 (LGD4)

Outlook Action:

Issuer: MHGE Parent, LLC
  Outlook, Remains Stable

                        RATINGS RATIONALE

McGraw-Hill Education, Inc. plans to merge its education operations
by contributing McGraw-Hill School Education Holdings, LLC to
McGraw-Hill Global Education Holdings, LLC, issuer of the proposed
debt and subsidiary of MHGE Parent, LLC.  MHGE Parent, LLC's B2
Corporate Family Rating, stable outlook reflect the high resulting
leverage of the proposed transaction at 5.2x Total Debt to Cash
EBITDA, the combined entity's strong position within K-12 and
higher education markets and ownership by the financial sponsor,
which continues to pursue shareholder distributions.

The company's position within the higher education segment is
further enhanced by its only minor exposure to the troubled
for-profit education segment and its digital learning product gains
that have been developed to disintermediate the used and rental
textbook markets.  Digital products account for 45% of total
segment adjusted revenue, up from 29% in 2012.  Adaptive learning
products continued to grow unique users within their interface,
further solidifying the company's digital product strategy.  Within
K-12 segment, MHGE Parent, LLC will be exposed similar to its peers
to a lighter adoption year in 2016, with strong growth in state
adoptions in 2017.  The combined entity is unique its ability to
service both K-12 and higher education market segments which
respond differently to variations in macro-economic conditions.
The company generated $495 million in cash EBITDA during FY 2015
(including Moody's standard adjustments and cash pre-publication
costs as an expense) and $169 million in free cash flow, ending the
year with a cash balance of $553 million.  Moody's views the
proposed debt load of $2.475 billion inclusive of currently
outstanding HoldCo notes as manageable within the B2 CFR rating
category.

The proposed $1.655 billion Senior Secured Credit facilities
benefit from the subordination of proposed $670 million Senior
Unsecured Notes and $500 million existing HoldCo Notes, resulting
in a 2-notch tranche uplift from CFR to Ba3, LGD2 instrument
rating.  The proposed $670 million Senior Unsecured Notes are rated
B3, LGD5 due to their subordination to the Senior Secured Credit
Facilities, but ranking in higher priority to existing $500 million
HoldCo Notes, which maintain current ratings of Caa1, LGD6.
Moody's elevated concerns regarding the company's financial policy
remain as management continues to favor shareholder dividends in
lieu of de-levering, distributing $300 million in proceeds in the
proposed transaction.

The stable rating outlook reflects Moody's view that MHGE's cash
EBITDA will be largely flat year over year for 2016 as weaker
enrollment environment in higher education space continues, along
with limited state adoptions in the K-12 market pressure top line
growth, while the company's cost management initiatives help offset
operating income pressures.  Moody's expects MHGE will maintain
good liquidity over the next 12 months and generate
mid-single-digit percentage free cash flow-to-debt while reducing
debt balances through required amortization or potential voluntary
prepayments.  The stable outlook reflects our expectation that
leverage will remain flat over the next 12 months and does not
include additional debt financed distributions.  MHGE's ratings
could be downgraded if the company's revenue base erodes as a
result of soft market conditions or if the transition to digital
offerings stalls.  Weak free cash flow generation, debt-to-EBITDA
being sustained above 5.25x (including Moody's standard adjustments
and cash pre-publication costs as an expense), leveraging
acquisitions, unexpected shareholder distributions, or a
deterioration of liquidity could also result in a downgrade.  An
upgrade of the corporate family rating of MHGE is not likely given
its private equity sponsor's track record for significant cash
distributions.

The principal methodology used in these ratings was Global
Publishing Industry published in December 2011.

MHGE Parent, LLC, headquartered in New York, NY, is a global
provider of educational materials and learning services targeting
the higher education, K-12, professional learning and information
markets with content, tools and services delivered via digital,
print and hybrid offerings.  A subsidiary of a publishing company
that was formed in 1909, MHGE is one of the three largest U.S.
publishers focusing on the higher education and K-12 markets. The
company was acquired by funds affiliated with Apollo Global
Management, LLC in March 2013 for a combined $2.4 billion purchase
price and is a wholly-owned subsidiary of MHE US Holdings, LLC. The
company reported revenues of $1.8 billion for FY 2015.



MICHAEL KING: UST Opposes Sale, Wants Dismissal or Ch. 11 Trustee
-----------------------------------------------------------------
Gail Brehm Geiger, Acting United States Trustee for Region 18, on
April 18, 2016, filed a motion asking the U.S. Bankruptcy Court for
the District of Oregon to enter an order (1) dismissing the Chapter
11 case of The Michael King Smith Foundation, or, in the
alternative, (2) appointing a Chapter 11 trustee who will take
management of the Foundation's affairs.

"The Debtor has proposed a sale of a large portion of its assets
for less than the full amount of secured debt, apparently without
the consent of lienholders.  The proposed sale will not generate
proceeds sufficient to pay secured creditors in full or any
administrative expenses.  The Debtor has failed to provide adequate
information to evaluate the reasonableness of the proposed sale,
including the extent of marketing efforts, whether other bids were
received and the terms of those bids, and the complete terms of the
sale proposed by the Debtor.  The Debtor's original schedules and
Statement of Financial Affairs were deficient in significant
respects, and the Debtor has failed to file accurate and complete
schedules that identify the property secured by its largest secured
creditor.  The Debtor does not appear to have a source of income
that will support the payment of ongoing administrative expenses in
this case and it is not clear that assets would remain after the
proposed sale that could be used to pay these expenses. These facts
demonstrate cause for dismissal or, alternatively, the appointment
of a trustee under 11 U.S.C. Sec. 1112(b)(1) and 1112(b)(4)(A),"
the U.S. Trustee tells the Court.

                          Intent to Sell

On March 29, 2016, the Debtor filed a Notice of Intent to Sell Real
and Personal Property; Motion for Authority to Sell Such Property
Free and Clear of Liens; and Notice of Hearing.  The Debtor has not
filed a motion for approval of bid procedures in connection with
the Motion to Sell.

In the Motion to Sell, the debtor proposes to sell a large portion
of its assets: "the water park building, the space museum building,
and the surrounding parking lots;" "certain personal property
located in the water park and space museum buildings;" and eight
display aircraft described in an exhibit (collectively, the "Main
Assets").  The Debtor proposes to sell the Main Assets to George
Schott for $7.7 million.  The Debtor indicates in the Motion to
Sell that "[a]ll liens on the property total approximately
$9,291,720, of which the [d]ebtor believes a total of $2,000,000
need not be paid as secured claims."  The Debtor does not identify
the $2 million lien that it believes is invalid, avoidable, or
otherwise not allowable.  The Debtor further states in the Motion
to Sell that the estate will receive net proceeds of $0.00 from the
sale.

"It is not clear how the estate and creditors would benefit from
the proposed sale of the Main Assets for less than the amount owed
to secured creditors or how the case could be successfully
concluded after the sale.  The Debtor's lack of income combined
with the apparent lack of liquid assets following the proposed sale
suggest that the debtor will be unable to fund ongoing
administrative expenses in its chapter 11 case, says Carla G.
McClurg, attorney for the U.S. Trustee.

Ms. McClurg points out that the Debtor scheduled the personal
property alone it intends to sell at over $14.5 million.  According
to Ms. McClurg, it is concerning that the Debtor proposes to accept
an offer of $7.7 million for the personal and real property without
an explanation as to why that offer represents fair value for the
assets under the circumstances and the Debtor's efforts to expose
those assets to the market.

Attorney for Gail Brehm Geiger, Acting United States Trustee for
Region 18:

         Carla G. McClurg
         U.S. Department of Justice
         Office of the United States Trustee
         620 SW Main St., Rm 213
         Portland, OR 97205
         Telephone: (503) 326-7659
         E-mail: carla.mcclurg@usdoj.gov

                        About Michael King

The Michael King Smith Foundation is an irrevocable trust
established under a Trust Agreement for The Michael King Smith
Foundation, dated Nov. 15, 2006. Among other things, the Foundation
was established by Delford M. Smith for the purpose of acquiring,
maintaining, preserving, and facilitating the display of historical
aircraft and other vehicles related to flight and space travel and
to provide facilities to support that purpose. The Foundation was
established to operate as a non-profit, tax-exempt organization
that would operate exclusively for charitable, religious,
scientific, literary, and educational purposes. The Foundation's
are currently managed by three co-trustees: Lisa Anderson, Jay
Goffman, and James Ray.

The Michael King Smith Foundation filed a Chapter 11 bankruptcy
petition (Bankr. D. Ore. Case No. 16-30233) on Jan. 26, 2016.  The
petition was signed by Lisa Anderson as trustee.  Judge Randall L.
Dunn is assigned to the case.

Motschenbacher & Blattner, LLP serves as the Debtor's counsel.

The Debtor estimated assets in the range of $100 million to $500
million and liabilities of $1 million to $10 million.  

The Debtor owns real and personal property located in McMinnville,
Oregon.  The Debtor's assets include the real property and
improvements that comprise a portion of the Evergreen Aviation and
Space Museum located in McMinnville, Oregon.  The Debtor's assets
are primarily leased or on loan to the vergreen Aviation and Space
Museum.

                           *     *     *

A meeting of creditors under 11 U.S.C. Sec. 341(a) was held March
4, 2016.


MILITARY ENVIRONMENTAL: Case Summary & 20 Top Unsecured Creditors
-----------------------------------------------------------------
Debtor: Military Environmental & Construction Co
        1305 Lejeune Blvd
        Jacksonville, NC 28540-6335

Case No.: 16-02057

Chapter 11 Petition Date: April 18, 2016

Court: United States Bankruptcy Court
       Eastern District of North Carolina
       (New Bern Division)

Judge: Hon. Joseph N. Callaway

Debtor's Counsel: Christian Bennett Felden, Esq.
                  FELDEN AND FELDEN, P.A.
                  P.O. Box 1399
                  Jacksonville, NC 28541-1399
                  Tel: 919 460-2008
                  Fax: 888 808-9991
                  E-mail: cbfelden@feldenandfelden.com

Estimated Assets: $0 to $50,000

Estimated Liabilities: $1 million to $10 million

The petition was signed by Randy Earle Smith, president.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/nceb16-02057.pdf


MILLER AUTO PARTS: Court Approves Settlement of GM Claims
---------------------------------------------------------
Judge Mary Grace Diehl of the U.S. Bankruptcy Court for the
Northern District of Georgia, Atlanta Division, approved the
compromise and settlement agreement between General Motors LLC and
the Official Committee of Unsecured Creditors appointed in the
Chapter 11 cases of Miller Auto Parts & Supply Company, Inc., and
its debtor affiliates.

Under the settlement, the Debtors will make a lump sum payment to
GM in the amount of $400,000 from the Remaining Sale Proceeds.
Upon GM's receipt of the GM Payment, the secured claim component of
the GM Claims will be deemed avoided in full, and GM's lien rights
against the Debtors are assigned to the Debtors and otherwise
preserved for the benefit of the Debtors' Bankruptcy Estates.  Upon
receipt of the GM Payment, GM agrees to accept in full and final
satisfaction of the GM Claims, the payment in full of an allowed
claim pursuant to Section 503(b)(9) in the amount of $400,000.

Except for the GM Allowed 503(b)(9) Claim, upon GM's receipt of the
GM Payment and in consideration of the Committee and the Debtors
contemporaneously providing a full and final release on behalf of
the Bankruptcy Estate in favor of GM, the GM Claims against the
Debtors will be deemed disallowed and will be waived, released,
extinguished and otherwise fully satisfied including, without
limitation, GM's general unsecured claim, and except for the GM
lien rights preserved for the benefit of the Debtors' Bankruptcy
Estates.

All payments made to GM by or on behalf of the Debtors, including
but not limited to payments made pursuant to the terms of the
Settlement Agreement, the Letters of Credit proceeds and all
amounts paid to GM prior to the commencement of the Bankruptcy
Case, will be indefeasibly retained by GM and will not be subject
to repayment, avoidance, recovery, disgorgement or modification in
any subsequently confirmed plan of reorganization, in any ensuing
Chapter 7 cases, or otherwise.

The Debtors are represented by:

     J. Robert Williamson, Esq.
     Ashley Reynolds Ray, Esq.
     SCROGGINS & WILLIAMSON, P.C.   
     One Riverside
     4401 Northside Parkway
     Suite 450
     Atlanta, GA 30327
     Telephone: (404) 893-3880
     Facsimile: (404) 893-3886
     Email: rwilliamson@swlawfirm.com
            aray@swlawfirm.com

          About Miller Auto Parts

Miller Auto Parts & Supply Company, Inc., and its affiliates are
distributors of automotive parts and service equipment.  The
companies operate from the Johnson Industries Inc.'s headquarters
in Atlanta, Georgia and have distribution operations in the
southeast, northeast and on-line.  The Southeastern distribution
center is located in Norcross, Georgia and supports nine satellite
centers across the state and supplies parts to key fleet customers
across the country.

Miller Auto Parts and its three subsidiaries sought Chapter 11
bankruptcy protection (Bankr. N.D. Ga.) on Sept. 15, 2014.  The
Debtors have sought joint administration under Lead Case No.
14-68113. The cases are assigned to Judge Mary Grace Diehl.

The Debtors have tapped Scroggins & Williamson as counsel and Logan
& Co. as claims and noticing agent.

The U.S. Trustee for Region 21 appointed three creditors of Miller
Auto Parts & Supply Company Inc. to serve on the official committee
of unsecured creditors.  The Committee selected Kane Russell
Coleman & Logan as its counsel.


MILLER AUTO PARTS: Court Approves Settlement With Goodman's Estate
------------------------------------------------------------------
Judge Mary Grace Diehl of the U.S. Bankruptcy Court for the
Northern District of Georgia, Atlanta Division, approved the
compromise and settlement agreement between the Estate of David K.
Goodman, Jr., and the Official Committee of Unsecured Creditors
appointed in the Chapter 11 cases of Miller Auto Parts & Supply
Company, Inc., and its debtor affiliates.

Pursuant to the settlement, the secured claim component of the
Goodman Claims will be deemed avoided in full, and Goodman's lien
rights against the Debtors are assigned to the Debtors and
otherwise preserved for the benefit of the Debtors' Bankruptcy
Estates and their creditors.  Upon receipt of the Goodman Payment,
Goodman agrees to accept in full and final satisfaction of the
Goodman Claims, payment in full of an allowed claim of $150,000 and
a contingent claim of 10% of any moneys paid or recovered on behalf
of the Bankruptcy Estate against any of the other Sub-Debt Parties
in an amount up to a cap of $225,000.

The Debtors and the Committee retain absolute control and sole
discretion with regard to actions and lawsuits against, and
resolution of, any and all claims and causes of action against the
Sub-Debt Parties other than Goodman.  Furthermore, Goodman agrees
to reasonably cooperate with the Committee and the Debtors'
investigation of the non-Goodman Sub-Debt Parties.

Except for the Goodman Allowed Claim and the Goodman Contingent
Claim, the Goodman Claims against the Debtors are otherwise deemed
disallowed and are waived, released, extinguished and otherwise
fully satisfied, except for the Goodman lien rights preserved for
the benefit of the Debtors' Bankruptcy Estates and their
creditors.

All payments made to Goodman by or on behalf of the Debtors,
including but not limited to payments made pursuant to the terms of
the Settlement Agreement, shall be indefeasibly retained by Goodman
and shall not be subject to repayment, avoidance, recovery,
disgorgement or modification in any subsequently confirmed plan of
reorganization, in any ensuing chapter 7 cases, or otherwise.

Within five (5) business days following the Order becoming a Final
Order the Debtors shall make a payment to Goodman in the amount of
$150,000 from the Remaining Sale Proceeds.  

The Debtors are represented by:

      J. Robert Williamson, Esq.
      Ashley Reynolds Ray, Esq.
      SCROGGINS & WILLIAMSON, P.C.   
      One Riverside
      4401 Northside Parkway
      Suite 450
      Atlanta, GA 30327
      Telephone: (404) 893-3880
      Facsimile: (404) 893-3886
      Email: rwilliamson@swlawfirm.com
             aray@swlawfirm.com

         About Miller Auto Parts

Miller Auto Parts & Supply Company, Inc., and its affiliates are
distributors of automotive parts and service equipment.  The
companies operate from the Johnson Industries Inc.'s headquarters
in Atlanta, Georgia and have distribution operations in the
southeast, northeast and on-line.  The Southeastern distribution
center is located in Norcross, Georgia and supports nine satellite
centers across the state and supplies parts to key fleet customers
across the country.

Miller Auto Parts and its three subsidiaries sought Chapter 11
bankruptcy protection (Bankr. N.D. Ga.) on Sept. 15, 2014.  The
Debtors have sought joint administration under Lead Case No.
14-68113. The cases are assigned to Judge Mary Grace Diehl.

The Debtors have tapped Scroggins & Williamson as counsel and Logan
& Co. as claims and noticing agent.

The U.S. Trustee for Region 21 appointed three creditors of Miller
Auto Parts & Supply Company Inc. to serve on the official committee
of unsecured creditors.  The Committee selected Kane Russell
Coleman & Logan as its counsel.


MISSION GROUP: Wright Career College Files for Bankruptcy
---------------------------------------------------------
Dow Jones' Daily Bankruptcy Review, citing Jim Suhr of the
Associated Press, reported that Kansas-based Wright Career College
folded on April 15, looking to liquidate its assets in bankruptcy
after abruptly closing its five campuses in three states.

According to the AP, the Overland Park nonprofit filed for chapter
7 bankruptcy in Kansas City, Kan., under its corporate name of
Mission Group Kansas Inc.  It estimated liabilities and assets each
of $1 million to $10 million, and creditors numbering between 1,000
and 5,000, the AP report related.

The closures affect campuses in the Kansas cities of Overland Park
and Wichita, as well as Omaha, Nebraska, and Tulsa and Oklahoma
City in Oklahoma, the report said.

The college, which had roughly 3,000 students enrolled during the
2014-2015 fiscal year and in recent weeks stopped accepting new
students, largely trained students for jobs as medical assistants,
accountants and other business occupations, the report further
related.


MITEL NETWORKS: Moody's Puts B2 CFR on Review for Possible Upgrade
------------------------------------------------------------------
Moody's Investors Service placed Mitel Networks Corporation's B2
corporate family rating, B3-PD probability of default rating, and
Ba3 secured credit facilities ratings on review for possible
upgrade.  The rating action follows the company's announced merger
with Polycom Inc. (unrated), a communications solutions company, in
a transaction valued at about $2 billion.

The review for possible upgrade was prompted by the potential for
an improved credit profile once Mitel merges with Polycom.  The
doubling of revenue to $2.5 billion, enhanced geographic and
product diversity, and the deleveraging nature of the transaction
(pro forma adjusted Debt/EBITDA to 3.9x from 4.8x for fiscal 2015,
before synergies) are the drivers of the potential positive rating
transition.  The transaction is expected to close in the third
quarter of 2016.  Moody's expects to conclude the review concurrent
with or near the closing of the transaction.

On Review for Upgrade:

  Corporate Family Rating, currently B2
  Probability of Default Rating, currently B3-PD
  $50 million first lien revolving credit facility due 2020,
   currently Ba3 (LGD2)
  $660 million (face value) first lien term loan due 2022,
   currently Ba3 (LGD2)

Outlook Action:

  Changed To Rating Under Review From Stable

                         RATINGS RATIONALE

The review for possible upgrade will focus on: 1) financing plans
for the acquisition, 2) integration risks, 3) potential synergies,
4) the company's appetite for future acquisitions, and 5) how
Mitel's plans to address Polycom's declining revenue profile.

The principal methodology used in these ratings was Diversified
Technology Rating Methedology published in December 2015.

Mitel Networks Corporation provides integrated business
communications software and related services to businesses and
carriers and is headquartered in Ottawa, Canada.



MOLYCORP INC: Oaktree's Takeover Delayed by Too Many New Owners
---------------------------------------------------------------
Steven Church, writing for Bloomberg News, reported that final
approval of Oaktree Capital Management's takeover of bankrupt miner
Molycorp is being delayed because the investment fund may have too
many partners in the deal.

According to the report, although Oaktree affiliates would own more
than 92 percent of the rare-earths company once its reorganization
is implemented, about 3,000 people would own the rest, which may
force the new Molycorp to register as a public company, Oaktree
attorney Andrew Leblanc said in court in Wilmington, Delaware.
Oaktree and other creditors are trying to find a way to keep that
from happening, the report related.

The report further related that even after U.S. Bankruptcy Judge
Christopher Sontchi signs a final order approving its
reorganization plan, the company may need as long as six months to
get all the regulatory approvals needed to exit bankruptcy,
Molycorp attorney Paul Leake said in court.

                       About Molycorp, Inc.

Molycorp Inc. -- http://www.molycorp.com/-- is a global rare  
earths and rare metals producer.  Molycorp owns several prominent
are earth processing facilities around the world.  It has a
workforce of 2,530 employees at locations on three continents.
Molycorp's Mountain Pass Rare Earth Facility in San Bernadino
County, California, is home to one of the world's largest and
richest deposits of rare earths.

Molycorp has corporate offices in the United States, Canada and
China.  CEO Geoffrey R. Bedford, and other senior management
members are located in Molycorp's corporate offices in Toronto,
Canada.  Other senior management members are located at its U.S.
corporate headquarters in Greenwood Village, Colorado.

Molycorp reported a net loss of $623 million in 2014, a net loss
of
$377 million in 2013 and a net loss of $475 million in 2012.

As of March 31, 2015, the Company had $2.49 billion in total
assets, $1.78 billion in total liabilities and $709 million in
total stockholders' equity.

Molycorp and its North American subsidiaries, together with
certain
of its non-operating subsidiaries outside of North America, filed
Chapter 11 voluntary petitions in Delaware (Bankr. D. Del. Lead
Case No. 15-11357) on June 25, 2015, after reaching agreement with
a group of lenders on a financial restructuring. The Chapter 11
cases of Molycorp and 20 affiliated debts are pending before Judge
Christopher S. Sontchi.

The agreement provides for a financial restructuring of the
Company's $1.7 billion in debt and provides up to $225 million in
gross proceeds in new financing to support operations while the
Company completes negotiations with creditors.

The Company's operations outside of North America, with the
exception of non-operating companies in Luxembourg and Barbados,
are excluded from the filings.  Molycorp Rare Metals (Oklahoma),
LLC, with operations in Quapaw, Oklahoma, also is excluded from
the
filings as it is not 100% owned by the Company.

Molycorp is being advised by the investment banking firm of Miller
Buckfire & Co. and is receiving financial advice from
AlixPartners,
LLP.  Jones Day and Young, Conaway, Stargatt & Taylor LLP act as
legal counsel to the Company in this process. Prime Clerk serves
as
claims and noticing agent.

Secured creditor Oaktree Capital Management L.P., consented to the
use of cash collateral and to extend postpetition financing.

On July 8, 2015, the U.S. trustee overseeing the Chapter 11 case
of
Molycorp Inc. appointed eight creditors of the company to serve on
the official committee of unsecured creditors.  The Creditors
Commtitee tapped Ashby & Geddes, P.A. and Paul Hastings LLP as
attorneys.

                           *     *     *

Molycorp, Inc.'s Fourth Joint Amended Plan of Reorganization ("the
Plan") was confirmed on March 30, 2016 by the U.S. Bankruptcy
Court
for the District of Delaware.

The Plan contemplates two possible outcomes: (1) the sale of
substantially all of the Debtors' assets if certain conditions set
forth in the Plan are satisfied and (2) (a) the sale of the assets
associated with the Debtors' Mountain Pass mining facility in San
Bernardino County, California; and (b) the stand-alone
reorganization around the Debtors' other three business units.

Judge Christopher Sontchi of the U.S. Bankruptcy Court for the
District of Delaware on April 8, 2016, issued a findings of fact,
conclusions of law, and order confirming the Fourth Amended Joint
Plan of Reorganization of Molycorp, Inc., and its debtor
affiliates.


MRR PROPERTIES: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: MRR Properties, LLC
        23 Public Square, Suite 200
        Medina, OH 44256

Case No.: 16-50885

Chapter 11 Petition Date: April 18, 2016

Court: United States Bankruptcy Court
       Northern District of Ohio (Akron)

Judge: Hon. Alan M. Koschik

Debtor's Counsel: Kathryn A. Belfance, Esq.
                  RODERICK LINTON BELFANCE LLP
                  50 S. Main Street, Tenth Floor
                  Akron, OH 44308
                  Tel: (330) 434-3000
                  Fax: (330) 434-9220
                  E-mail: kb@rlbllp.com

Estimated Assets: $10 million to $50 million

Estimated Debts: $10 million to $50 million

The petition was signed by Michael R. Rose, managing member.

The Debtor did not include a list of its largest unsecured
creditors when it filed the petition.


MULTIPLAN INC: S&P Raises CCR to 'B+', Outlook Stable
-----------------------------------------------------
Standard & Poor's Ratings Services said that it has raised its
long-term corporate credit rating on MultiPlan Inc. to 'B+' from
'B'.  The outlook is stable.  S&P also raised its issue-level
ratings on the company's senior secured facilities (comprising a
$1.7 billion term loan F due 2021 and a $75 million revolver due
2019) to 'BB-' from 'B+'.  The senior secured recovery rating
remains unchanged at '2', indicating lenders could expect
substantial recovery (70%-90%) in the event of a payment default.
Though the recovery rating did not change, S&P's recovery
expectations are now on the high end of the '2' range versus the
low end of the range this time in 2015.  At the same time, S&P
raised its issue-level rating on Multiplan's $1 billion unsecured
note due 2022 to 'B-' from 'CCC+'.  The unsecured recovery rating
remains at '6', indicating lenders could expect negligible recovery
(0%-10%) in the event of a payment default.

S&P has also assigned its 'B+' long-term corporate credit rating to
MPH Acquisition Holdings LLC, the parent company of Multiplan and
the entity where the audited financial statements reside. MultiPlan
is an operating subsidiary that S&P views as core to the parent MPH
Acquisition Holdings, so, S&P's ratings on them are linked.

"The rating actions on MultiPlan reflect the company's substantial
improvement in revenues, earnings, and credit protection measures
since its leveraged buyout in March 2014," said Standard & Poor's
credit analyst Julie Herman.  "In 2015, revenues grew 20% as the
company continued to expand its reach with existing clients beyond
its core network product offering with various analytics services
and waste, abuse, and fraud solutions.  It also achieved growth
from those newly insured under the Affordable Care Act, ACA, and
notable new client wins, particularly with Blue Cross Blue Shield
plans, and in the Medicaid and workers' compensation lines."

MultiPlan's already peer-leading margins continued to improve,
reaching 71% at year-end 2015 from 67% the prior year as it
continued to benefit from scale and operating leverage.  This,
along with a substantial voluntary debt repayment ($270 million
during 2015), has allowed Multiplan to de-lever quickly and
materially with S&P adjusted debt to EBITDA declining to 4.5x as of
year-end 2015 from 6.3x as of year-end 2014 and a high of 7.2x as
of first-quarter 2014 after the LBO by Starr Investments and
Partners Group.  While S&P expects the company may re-leverage
above 5x due to the owner's aggressive financial policy, S&P don't
believe it will be to the levels of its historical post-LBO high,
so S&P believes the company will be able to maintain some of its
improved credit protection measures.

"The stable outlook reflects our expectation that MultiPlan will
maintain its leading market positon in the health care
cost-containment industry as shown by continued growth in earnings
and cash flow with revenue growth in the high-single digits and
sustained well above-average margins," Ms. Herman continued. "While
this will enable the company to continue de-levering, we don't
expect leverage to remain below 5x since our base-case expectations
incorporate an assumption of increased debt within the next one to
two years to fund a sponsor dividend or large acquisition.  Given
current leverage levels and substantial earnings, however, we don't
expect any re-levering above 6x-6.5x. We expect funds from
operations to debt to remain above 8% and EBITDA coverage to stay
above 3x."

S&P could consider a downgrade in the next 12 months if debt to
EBITDA falls to greater than 6.0x-6.5x, which could occur through
performance deterioration and/or if management takes a more
aggressive approach to financial policy than S&P anticipates.  S&P
would also consider lowering the rating if MultiPlan's business
profile deteriorates and becomes weak as shown by declining
revenues and margins and loss of key contracts.

"We view another rating upgrade as unlikely due to the financial
sponsor ownership and our view that the company will not sustain
leverage below 5x," Ms. Herman added.



NEW GULF RESOURCES: Court Confirms First Amended Plan
-----------------------------------------------------
BankruptcyData.com reported that the U.S. Bankruptcy Court has
confirmed New Gulf Resources' First Amended Chapter 11 Plan of
Reorganization and related Disclosure Statement.

According to the report, "The Plan substantially deleverages the
Debtors' balance sheet by converting approximately $365 million of
debt under the Second Lien Notes into either 87.5% or 95% of the
equity in Reorganized NGR, depending on how the holders of
Subordinated PIK Notes vote on the Plan. The key components of the
Restructuring and Plan are as follows: DIP financing in the amount
of $75 million, the proceeds of which will be used to repay the
Debtors' First Lien Credit Agreement, provide operational
liquidity, and fund the administration of the Chapter 11 Cases . .
. .  Holders of Allowed Second Lien Notes Claims will receive their
Pro Rata share of (i) 87.5% of the New Equity Interests issued as
of the Effective Date and (ii) if the class of Subordinated PIK
Notes does not vote to accept the Plan, an additional 7.5% of the
New Equity Interests . . . .   Holders of Allowed Subordinated PIK
Notes Claims will receive their Pro Rata share of (a) if the class
of Subordinated PIK Notes votes in favor of the Plan, 12.5% of the
New Equity Interests outstanding as of the Effective Date and (ii)
if the class of Subordinated PIK Notes does not vote to accept the
Plan, 5% of the New Equity Interests."

The report noted that the Debtors also filed with the Court a
fourth supplement to its First Amended Chapter 11 Plan of
Reorganization. The supplement contains the following documents:
Exhibit A: description of restructuring transactions; Exhibit B:
form of new secured notes indenture; Exhibit C: form of reorganized
NGR holding management incentive Plan; Exhibit D:
managers/directors and officers of the reorganized Debtors.

                     About New Gulf Resources

Founded in 2011 and headquartered in Tulsa, Oklahoma, New Gulf
Resources is an independent oil and natural gas company engaged in
the acquisition, development, exploration and production of oil
and natural gas properties, focused primarily in the East Texas
Basin.

New Gulf Resources, LLC, NGR Holding Company LLC, NGR Texas, LLC,
and NGR Finance Corp. filed Chapter 11 bankruptcy petitions
(Bankr. D. Del. Lead Case No. 15-12566) on Dec. 17, 2015.  The
petitions was signed by Danni Morris as chief financial officer.

The Debtors have engaged Baker Botts L.L.P., as bankruptcy
counsel, Young, Conaway, Stargatt & Taylor, LLP as co-counsel,
Barclays Capital Inc., as investment banker, Zolfo Cooper, LLC as
financial advisor, and Prime Clerk LLC as claims and notice agent.
Judge Brendan Linehan Shannon has been assigned the case.


NNN MET CENTER: Has Deal with GECMC, Wants Ch. 11 Case Dismissed
----------------------------------------------------------------
NNN Met Center 15 39, LLC, and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Northern District of California to approve
a Compromise and Settlement with their Secured Creditor, GECMC
2005-C4 Metro Center, LLC, and dismiss the Chapter 11 proceedings.

On October 30, 2015, Lender filed its Proof of Claim, Claim No. 5
in the amount of "Not less than $26,166,206.81," demanding
postpetition interest thereon at the fixed rate of 10.16% per
annum.  The Lender's Claim asserted that the fixed interest rate
consists of 5.16% in contract interest plus a default interest rate
of 5%.  In a summary "Payoff Demand," the Lender contended that its
claim included, inter alia, "Default Interest" in the amount of
$3,415,624.

With the assistance of the settlement judge, a compromise and
settlement was reached on February 23, 2016, resolving the issues
in dispute between the Lender and Debtors regarding the Lender's
Claim.

The Agreement provides in pertinent part, that:

   (a) in full and complete settlement of the Entz-White issue,
       Lender will be allowed and Debtors will pay the sum of
       $1,100,000 on account of default interest and late
       charges, and Lender waives any and all claim to the
       balance of asserted default interest and late charges;

   (b) Lender shall be allowed and Debtors will pay the sum of
       $500,000 for Lender's postpetition attorneys' fees, and
       Lender waives the balance thereof incurred through
       February 23, 2016;

   (c) Lender will absorb the next $25,000 charged by its counsel
       for attorneys' fees charged after February 23, 2016, and
       any further Lender's postpetition attorneys' fees in
       excess thereof, if an agreement therefor cannot be reached
       between the parties, shall be determined upon motion as
       awarded by the Court;

   (d) in lieu of the Payoff Demand to Lender's Claim, the
       Debtors shall the pay the agreed sum of $22,557,362,
       hereinafter the "Base Amount of Payment," inclusive of the
       sums set forth in (a) and (b), but exclusive of any
       subsequent attorney's fees, as set forth in the Payoff
       Demand;

   (e) from and after the date of the Payoff Demand, Lender shall
       be entitled to be paid non-default contract rate interest
       on the unpaid principal balance of the Loan through the
       date of payment to Lender, at the per diem rate of
       $3,170.  Lender shall also be entitled to any postpetition
       attorney's fees agreed by the parties or awarded by the
       Court.  The Base Amount of Payment shall be adjusted
       accordingly through the date of final payment in full to
       Lender based on such payments, receipts and disbursements;

   (f) from and after the date of the Payoff Demand, the Debtors
       shall be entitled to credit against the Base Amount of
       Payment for all adequate protection payments made pursuant
       to the Cash Collateral Stipulation, and any increase in
       Reserve Accounts for receipt of all post-petition payments
       from tenants Progressive Insurance Company and Waste
       Management, less operating expenses and other amounts paid
       for the protection of the Real Property and associated
       with the Bankruptcy Cases, including fees paid to the
       United States Trustee.  The Base Amount of Payment shall
       be adjusted accordingly through the date of payment to
       Lender based on such payment, receipts and disbursements;

   (g) payment to Lender of all amounts provided shall be made no
       later than April 23, 2016.  In the event such payment is
       not made by April 23, 2016, unless such date is extended
       by order of the Bankruptcy Court, this Settlement
       Agreement shall be null and void in its entirety, and each
       parties' rights, demands and defenses shall be preserved
       in their entirety; and

   (h) promptly upon or concurrently in connection with such
       payment, Lender shall release its liens upon the Real
       Property and return to Debtors any other funds that it may
       have received from the Real Property or its tenants.

The Agreement constitutes a compromise embodying a complete and
full settlement of all issues between Debtors and Lender that are a
part of these Chapter 11 proceedings, and is in best interest of
creditors, Debtors and the estates, in that it minimizes
administrative expense and provides certainty while recovering
without further litigation the revenue amounts in controversy
between Debtors and Lender that would otherwise require the
prosecution of a formal objection to Lender's Claim, Darvy Mack
Cohan, Esq., Attorney at Law, in La Jolla, California --
dmc@cohanlaw.com -- tells the Court.

Mr. Cohan asserts that the compromise is made to avoid the
continuing administrative expense of protracted litigation and
appeal, ultimately to the detriment of Debtors and the estates, of
the Entz-White issue, as well as to resolve the accounting issues
between the Debtors' and Lender resulting in the additional sum of
$873,457 being properly credited to the Debtors, as a part of the
Payoff Demand, against Lender's Claim.

The Agreement also provides that the Chapter 11 Cases will be
dismissed, in advance of the closing of the Debtors' refinancing
escrow as provided in the Agreement and to effectuate the
Agreement.

Mr. Cohan says the Debtors have established Escrow No.6176433 at
Landmark Title Assurance Agency, as the Refinancing Escrow, with
Senior Commercial Escrow Officer Chris Maddox as the escrow
officer, for the closing of the refinance and payment of the
amounts required by the Agreement.  He adds that the fees of the
U.S. Trustee shall be paid through and upon dismissal, and all
other administrative expenses of these Chapter 11 proceedings,
including all attorney's fees, and all sums due to unsecured
creditors shall be paid from the funds made available upon the
closing of the Agreement, or otherwise according to their
respective contracts and in the ordinary course of business.

The Debtors also request that: (a) the Court retain jurisdiction
post-dismissal to the extent contemplated by the Agreement; and (b)
Alan Sparks be continue to be authorized post-dismissal to serve as
Responsible Individual and execute documents and take action on the
Debtors' behalf to the extent needed to effectuate the refinance
and comply with the Agreement.

                   About NNN Met Center 15 39

NNN Met Center 15 39 and 32 entities are each the owners of
varying, undivided tenancy-in-common ("TIC") interests in a
commercial real property commonly known as "Met Center 15",
situated at 7301 Metro Center Dr., Austin, Texas.  The property
consists of a commercial building, containing 257,600 square feet
of rentable area, on 26.83 acres of land.

NN Met Center 15 39 and 32, et al., filed Chapter 11 bankruptcy
petitions (Bankr. N.D. Cal. Lead Case No. 15-42359) on July 31,
2015.  Alan Sparks, as manager and responsible individual, signed
the petitions.

NNN Met Center 15 39, LLC, disclosed total assets of $32,003,866
and total liabilities of $28,143,523 as of the Petition Date.

Judge William J. Lafferty presides over the cases.

The Debtors tapped The Law Offices of Darvy Mack Cohan as counsel,
and Elkington Shepherd LLP as their local counsel.

On Aug. 12, 2015, the Court entered an amended order approving the
joint administration of the cases.

The claims bar date expired on Oct. 30, 2015.


NNN MET: Court Approves Settlement, Dismisses Chapter 11 Cases
--------------------------------------------------------------
Judge William J. Lafferty, III of the U.S. Bankruptcy Court for the
Northern District of California, ordered the dismissal of NNN Met
Center 15 39, LLC, et al.'s Chapter 11 cases.

Judge Lafferty approved the Compromise Settlement Agreement and
Mutual Release executed by the Debtors and GECMC 2005-C4 Metro
Center, LLC and directed the parties to comply with it.  He ordered
the dismissal of the Chapter 11 cases, concurrently with and
conditioned upon the closing of the Refinancing Escrow and payment
in full to  GECMC 2005-C4 Metro Center, as set forth in the
Settlement Agreement.

Judge Lafferty further ordered the Debtors' Attorney, Darvy Mack
Cohan, to receive the sum of $40,000 from the Debtors and hold the
amount in his Client Trust Account, and remit to the US Trustee,
the Quarterly Fee amount agreed on.  He directed the Debtors'
Attorney to refund to the Debtors any remaining balance of the
funds.

GECMC 2005-C4 Metro Center is represented by:

          Charles R. Gibbs, Esq.
          eric C. Seitz, Esq.
          AKIN GUMP STRAUSS HAUER & FELD LLP
          1700 Pacific Avenue, Suite 4100
          Dallas, TX 75201
          Telephone: (214)969-2800
          Facsimile: (214)969-4343
          E-mail: cgibbs@akingump.com
                 eseitz@akingump.com

                 - and -

          Yochun Katie Lee, Esq.
          AKIN GUMP STRAUSS HAUER & FELD LLP
          2029 Century Park East, Suite 2400
          Los Angeles, CA 90067
          Telephone: (310)229-1000
          Facsimile: (310)229-1001
          E-mail: kylee@akingump.com

NNN Met Center 15 39 and its affiliated debtors are represented
by:

          Darvy Mack Cohan, Esq.
          7855 Ivanhoe Avenue, Suite 400
          La Jolla, California 92037
          Telephone: (858)459-4432
          Facsimile: (858)454-3548
          E-mail: dmc@cohanlaw.com

                 - and -

          Sally J. Elkington, Esq.
          James A. Shepherd, Esq.
          ELKINGTON SHEPHERD LLP
          409 - 13th Street, 10th Floor
          Oakland, CA 94612
          Telephone: (510)465-0404
          Facsimile: (510)465-0202
          E-mail: jim@elkshep.com       

                    About NNN Met Center 15 39

NNN Met Center 15 39 and 32 entities are each the owners of
varying, undivided tenancy-in-common ("TIC") interests in a
commercial real property commonly known as "Met Center 15",
situated at 7301 Metro Center Dr., Austin, Texas.  The property
consists of a commercial building, containing 257,600 square feet
of rentable area, on 26.83 acres of land.

NN Met Center 15 39 and 32, et al., filed Chapter 11 bankruptcy
petitions (Bankr. N.D. Cal. Lead Case No. 15-42359) on July 31,
2015.  Alan Sparks, as manager and responsible individual, signed
the petitions.  

NNN Met Center 15 39, LLC, disclosed total assets of $32,003,866
and total liabilities of $28,143,523 as of the Petition Date.  

Judge William J. Lafferty presides over the cases.  

The Debtors tapped The Law Offices of Darvy Mack Cohan as counsel,
and Elkington Shepherd LLP as their local counsel.

On Aug. 12, 2015, the Court entered an amended order approving the
joint administration of the cases.

The claims bar date expired on Oct. 30, 2015.


NORTEL NETWORKS: Court Fight Resumes with $2-Bil. Spent on Fees
---------------------------------------------------------------
Steven Church, writing for Bloomberg Brief, reported that Nortel
Networks Corp., the defunct telephone equipment maker, is back in
court for a fresh round of legal arguments in a seven-year-old
bankruptcy that has cost creditors about $2 billion including
attorney fees.

Those fees will keep eating away at a $7.3 billion pile of cash
while U.S. bondholders battle 56,000 Nortel U.K. and Canada
retirees in appeals courts, according to the report.  The money is
locked in escrow until judges in the U.S. and Canada agree on how
to dole out the cash -- or until the warring creditors cut a deal,
the report said.  The bondholders, and other U.S. creditors, were
in Wilmington, Delaware, federal court to ask the judge to reverse
a bankruptcy court ruling on how to divide the cash, the report
related.  That allocation ruling called for a pro-rata distribution
based on how much debt Nortel units faced in their respective
regions, the report recalled.

The report said the fight comes down to whether Nortel's U.S. units
have to share the money they raised by selling thousands of patents
and other assets.  Sharing with the parent in Canada and units in
Europe would have been routine before Nortel filed bankruptcy cases
in front of separate judges in the U.S., Canada and Europe in 2009,
but bondholders say that once Nortel sought court protection,
sharing was off the table, the report related.

The bondholders include funds managed by Aristeia Capital LLC,
Citadel Advisors LLC, Elliott Associates LP and Soros Fund
Management LLC.

                       About Nortel Networks

Headquartered in Ontario, Canada, Nortel Networks Corporation and
its various affiliated entities provided next-generation
technologies, for both service provider and enterprise networks,
support multimedia and business-critical applications.  Nortel did
Networks Limited was the principal direct operating subsidiary of
Nortel Networks Corporation.

On Jan. 14, 2009, Nortel Networks Inc.'s ultimate corporate parent
Nortel Networks Corporation, NNI's direct corporate parent Nortel
Networks Limited and certain of their Canadian affiliates
commenced
a proceeding with the Ontario Superior Court of Justice under the
Companies' Creditors Arrangement Act (Canada) seeking relief from
their creditors.  Ernst & Young was appointed to serve as monitor
and foreign representative of the Canadian Nortel Group.  That
same
day, the Monitor sought recognition of the CCAA Proceedings in
U.S.
Bankruptcy Court (Bankr. D. Del. Case No. 09-10164) under Chapter
15 of the U.S. Bankruptcy Code.

That same day, NNI and certain of its affiliated U.S. entities
filed voluntary petitions for relief under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Del. Case No. 09-10138).

In addition, the High Court of England and Wales placed 19 of
NNI's
European affiliates into administration under the control of
individuals from Ernst & Young LLP.  Other Nortel affiliates have
commenced and in the future may commence additional creditor
protection, insolvency and dissolution proceedings around the
world.

On May 28, 2009, at the request of administrators, the Commercial
Court of Versailles, France, ordered the commencement of secondary
proceedings in respect of Nortel Networks S.A.  On June 8, 2009,
Nortel Networks UK Limited filed petitions in U.S. Bankruptcy
Court
for recognition of the English Proceedings as foreign main
proceedings under Chapter 15.

U.S. Bankruptcy Judge Kevin Gross presides over the Chapter 11 and
15 cases.  Mary Caloway, Esq., and Peter James Duhig, Esq., at
Buchanan Ingersoll & Rooney PC, in Wilmington, Delaware, serves as
Chapter 15 petitioner's counsel.

In the Chapter 11 case, James L. Bromley, Esq., and Howard S.
Zelbo, Esq., at Cleary Gottlieb Steen & Hamilton, LLP, in New
York,
serve as the U.S. Debtors' general bankruptcy counsel; Derek C.
Abbott, Esq., at Morris Nichols Arsht & Tunnell LLP, in
Wilmington,
serves as Delaware counsel.  The Chapter 11 Debtors' other
professionals are Lazard Freres & Co. LLC as financial advisors;
and Epiq Bankruptcy Solutions LLC as claims and notice agent.

The U.S. Trustee appointed an Official Committee of Unsecured
Creditors in respect of the U.S. Debtors.

An ad hoc group of bondholders also was organized.  An Official
Committee of Retired Employees and the Official Committee of
Long-Term Disability Participants tapped Alvarez & Marsal
Healthcare Industry Group as financial advisor.  The Retiree
Committee is represented by McCarter & English LLP as Delaware
counsel, and Togut Segal & Segal serves as the Retiree Committee.
The Committee retained Alvarez & Marsal Healthcare Industry Group
as financial advisor, and Kurtzman Carson Consultants LLC as its
communications agent.

Several entities, particularly, Nortel Government Solutions
Incorporated and Nortel Networks (CALA) Inc., have material
operations and are not part of the bankruptcy proceedings.

As of Sept. 30, 2008, Nortel Networks Corp. reported consolidated
assets of $11.6 billion and consolidated liabilities of $11.8
billion.  The Nortel Companies' U.S. businesses are primarily
conducted through Nortel Networks Inc., which is the parent of
majority of the U.S. Nortel Companies.  As of Sept. 30, 2008, NNI
had assets of about $9 billion and liabilities of $3.2 billion,
which do not include NNI's guarantee of some or all of the Nortel
Companies' about $4.2 billion of unsecured public debt.

Since the commencement of the various insolvency proceedings,
Nortel has sold its business units and other assets to various
purchasers.  Nortel has collected roughly $9 billion for
distribution to creditors.  Of the total, $4.5 billion came from
the sale of Nortel's patent portfolio to Rockstar Bidco, a
consortium consisting of Apple Inc., EMC Corporation,
Telefonaktiebolaget LM Ericsson, Microsoft Corp., Research In
Motion Limited, and Sony Corporation.  The consortium defeated a
$900 million stalking horse bid by Google Inc. at an auction.  The
deal closed in July 2011.

Nortel has filed a proposed plan of liquidation in the U.S.
Bankruptcy Court.  The Plan generally provides for full payment on
secured claims with other distributions going in accordance with
the priorities in bankruptcy law.

The trial on how to divide proceeds among creditors in the U.S.,
Canada, and Europe commenced on Sept. 22, 2014.  The question of
how to divide $7.3 billion raised in the international bankruptcy
of Nortel Networks Corp. was answered on May 12, 2015, by two
judges, one in the U.S. and one in Canada.  Justice Frank Newbould
of the Ontario Superior Court of Justice in Toronto and Judge
Kevin
Gross of the U.S. Bankruptcy Court in Wilmington, Del., agreed on
the outcome: a modified pro rata split of the money.


NORTH AMERICAN LIFTING: S&P Cuts CCR to CCC+ on Continued Weakness
------------------------------------------------------------------
Standard & Poor's Ratings Services said that it has lowered its
corporate credit rating on North American Lifting Holdings Inc.
(TNT) to 'CCC+' from 'B-'.  The outlook is negative.

At the same time, S&P lowered its issue-level rating on the
company's senior secured first-lien credit facility (consisting of
a $75 million revolver and $470 million first-lien term loan) to
'CCC+' from 'B-'.  The '3' recovery rating on the facility is
unchanged, indicating S&P's expectation for meaningful (50%-70%;
lower half of the range) recovery in the event of a payment
default.

Additionally, S&P lowered its issue-level rating on the company's
$185 million second-lien term loan to 'CCC-' from 'CCC'.  The '6'
recovery rating on the debt is unchanged, indicating S&P's
expectation for negligible (0%-10%) recovery in the event of a
payment default.

"The downgrade reflects our belief that TNT's financial commitments
are unsustainable in the long-term and incorporates the increased
risk that the company may violate the net leverage covenant under
its revolving credit facility over the next 12 months absent an
improvement in its business and economic conditions," said Standard
& Poor's credit analyst Jaissy Lorenzo.  There is a 4.5x springing
senior net leverage covenant governing the company's first-lien
credit facility, which goes into effect when the company borrows
25% or more of the availability under the facility.  Although S&P
do not expect the company to draw on its revolver in 2016 to the
extent that it would trigger this covenant, further deterioration
in its operating performance and an inability to defer capital
spending could pressure its liquidity such that a covenant breach
becomes likely.

The negative outlook on North American Lifting Holdings reflects
S&P's belief that the company's capital structure is unsustainable
in the long-term and incorporates the increased risk that the
company may borrow more from its revolving credit facility than S&P
expects, resulting in a covenant violation.

S&P could lower its ratings on North American Lifting Holdings if
S&P expects the company to draw on its revolver to the extent that
its triggers the senior net leverage covenant and a covenant breach
appears likely.  S&P would also have to believe that the company
would not receive an amendment from its lenders or an equity
injection from its sponsors.

S&P could revise its outlook on North American Lifting Holdings to
stable if the company's end markets stabilize such that S&P expects
it to generate positive free cash flow and refrain from drawing on
its revolver.



NORTH-SOUTH ENTITY: Judge Dismisses Show Cause Order
----------------------------------------------------
A federal judge dismissed his prior order that required
North−South Entity, LLC to explain why its bankruptcy case should
not be dismissed.

U.S. Bankruptcy Judge David Warren previously ordered the company
to explain why he should not dismiss its case upon request from
Marjorie Lynch, bankruptcy administrator for the Eastern District
of North Carolina.

The court official had complained the company failed to provide
documents required under U.S. bankruptcy law.  Ms. Lynch withdrew
her request on March 28, court filings show.

                     About North-South

North-South Entity, LLC, filed a voluntary petition for relief
under Chapter 11 of the Bankruptcy Code before the U.S. Bankruptcy
Court for the Eastern District of North Carolina (Bankr. E.D.N.C.
Lead Case No. 16-01146) on March 3, 2016. The petition was signed
by J. Whitney Honeycutt, president of NSH, Inc., sole managing
member of Debtor.

The Debtor has an estimated assets of $10 million to $50 million
and estimated debts of $1 million to $10 million. Judge David M.
Warren has been assigned the case.


OPTIMAS OE: Moody's Lowers CFR to Caa1, Outlook Remains Stable
--------------------------------------------------------------
Moody's Investors Service downgraded Optimas OE Solutions Holding,
LLC's corporate family rating to Caa1 from B3 and its probability
of default to Caa1-PD from B3-PD.  The downgrade reflects continued
execution risk, weaker than anticipated operating performance, and
deterioration in key credit metrics.  The rating outlook remains
stable.

This is a summary of Moody's ratings and rating actions taken for
Optimas:

   -- Corporate Family Rating, downgraded to Caa1 from B3;

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

   -- $22 5 million Senior Secured Notes, downgraded to Caa2
      (LGD4) from B3 (LGD4)

                         RATINGS RATIONALE

The downgrade reflects disappointing execution since the company
became an independent entity.  The new Caa1 rating also reflects
deterioration in Optimas' operating results and key credit metrics,
including our expectations for continued high debt leverage above
9.0x and weaker interest coverage during the next 12 to 18 months.
The Caa1 rating also takes into consideration Optimas' reduced
margins.

The stable rating outlook is in line with Moody's view that
Optimas' key credit metrics will remain suitable for a Caa1 rating
during the next 12-18 months and takes into account Optimas'
adequate liquidity profile as well as its leadership position in
providing supply chain solutions.  The company has an extended
maturity window, with no commitments due until its revolving credit
facility expires in 2020 and its senior secured notes expire in
2021.

WHAT COULD CHANGE RATINGS UP/DOWN

A rating upgrade is unlikely in the near term.  However, positive
rating actions could ensue if Optimas' operating performance
exceeds our expectations, resulting in a better liquidity profile
and improved adjusted debt credit metrics as:

   -- Debt-to-EBITDA sustained below 6.5x.
   -- EBITA-to-interest expense approaching 1.5x.

A downgrade for Optimas would be possible if the company's
financial and operating performance deteriorates resulting in:

   -- EBITA-to-interest expense below 0.75x.
   -- Further deterioration in leverage levels.
   -- Any corporate activities such as debt-financed acquisitions
      or special dividends to their private equity that would
      increase Optimas' debt levels or damage its liquidity
      profile.

The principal methodology used in these ratings was Distribution &
Supply Chain Services Industry published in December 2015.

CORPORATE PROFILE:

Headquartered in Glenview, Illinois, Optimas OE Solutions, LLC is a
leading distributor of engineered fasteners and other small
components to North American commercial vehicle manufacturers,
global luxury automakers, global agricultural equipment
manufacturers, and global power generation equipment manufacturers.
Optimas is owned by affiliates of American Industrial Partners and
began operating as a standalone entity in February 2015.


OSAGE EXPLORATION: Apr. 30 Challenge Deadline Extension Granted
---------------------------------------------------------------
Osage Exploration and Development, Inc., Apollo Investment
Corporation and the Official Unsecured Creditor's Committee sought
and obtained from Judge Sarah A. Hall of the U.S. Bankruptcy Court
for the Western District of Oklahoma approval to extend the
Committee's challenge deadline from March 21, 2016 to April 30,
2016.

"Cause exists to permit an extension of the Challenge Deadline for
the Committee's investigation to April 30, 2016.  The Committee was
not appointed until three days after entry of the Final DIP Order.
The Committee therefore did not have any input with respect to
setting the Challenge Deadline in the terms of the Final DIP
Order...  The Committee will be unable to complete its
investigation within the tight time frame of the current Challenge
Deadline.  This is especially true given that Joint Applicants are
engaging in discovery efforts, with Debtor currently beginning a
review of electronic discovery that will likely not be produced
until late in the week of March 21-25.  While the Committee has
been moving the investigation forward as quickly as it can, the
Committee needs additional time to complete a thoughtful
investigation," the parties aver.

The Official Unsecured Creditors' Committee is represented by:

          Christopher A. Ward, Esq.
          POLSINELLI PC
          222 Delaware Avenue, Suite 1101
          Wilmington, DE 19801
          Telephone: (302)252-0920
          Facsimile: (302)252-0921
          E-mail: cward@polsinelli.com

                 - and -

          James E. Bird, Esq.
          POLSINELLI PC
          900 W. 48th Place, Suite 900
          Kansas City, MO 64112
          Telephone: (302)753-1000
          Facsimile: (302)753-1536
          E-mail: jbird@polsinelli.com

                 - and -

          G. Blaine Schwabe, III, Esq.
          Elizabeth F. Cooper, Esq.
          GABLE GOTWALS       
          One Leadership Square, 15th Floor
          211 North Robinson
          Oklahoma City, OK 73102
          Telephone: (405)235-5500
          Facsimile: (405)235-2875
          E-mail: gschwabe@gablelaw.com
                  ecooper@gablelaw.com

Osage Exploration and Development is represented by:

          Mark A. Craige, Esq.
          Michael R. Pacewicz, Esq.
          CROWE & DUNLEVY, P.C.
          500 Kennedy Building
          321 South Boston Avenue
          Tulsa, OK 74103-3313
          Telephone: (918)592-9800
          Facsimile: (918)592-9801
          E-mail: mark.craige@crowdunlevy.com
                  michael.pacewicz@crowedunlevy.com

                 - and -

          William H. Hoch, Esq.
          John Paul K. Napier, Esq.
          CROWE & DUNLEVY, P.C.
          324 North Robinson, Suite 100
          Oklahoma City, OK 73102
          Telephone: (405)235-7700
          Facsimile: (405)239-6651
          E-mail: john.napier@crowedunlevy.com

Apollo Investment Corporation is represented by:

          Steven W. Bugg, Esq.
          MCAFEE & TAFT, APC
          10th Floor, Two Leadership Square
          211 North Robinson
          Oklahoma City, OK 73102
          Telephone: (405)235-9621
          Facsimile: (405)235-0439
          E-mail: steven.bugg@mcafeetaft.com

              About Osage Exploration and Development

Headquartered in San Diego, California with production offices in
Oklahoma City, Oklahoma, and executive offices in Bogota,
Colombia,
Osage Exploration and Development, Inc. (OTC BB: OEDV) --
http://www.osageexploration.com/-- is an independent exploration  

and production company with interests in oil and gas wells and
prospects in the US and Colombia.

Osage Exploration filed a Chapter 11 petition (Bankr. W.D. Okla.
Case No. 16-10308) on Feb. 3, 2016, to pursue a sale of
substantially all assets.  

The Debtor disclosed total assets of $11,147,152 and total
liabilities of $39,464,678.

The Debtor tapped Crowe & Dunlevy as counsel.

The Office of the U.S. Trustee on Feb. 29 appointed three
creditors
to serve on the official committee of unsecured creditors.


OSAGE EXPLORATION: Hires Middleton as Tax Accountants
-----------------------------------------------------
Osage Exploration and Development, Inc. seeks authorization from
the U.S. Bankruptcy Court for the Western District of Oklahoma to
employ MiddletonRaines+Zapata, LLP ("Middleton") as tax
accountants.

The Debtor requires Middleton to provide the following services:

   (a) prepare federal and state tax returns;

   (b) assist the Debtor with day-to-day accounting functions; and

   (c) assist with tax transition for future shareholders, if any.

The Debtor has agreed to compensate Middleton at its regular hourly
rates, plus Middleton's actual and necessary expenses, subject to
this Court's approval after application, notice, and a hearing.

Wesley Middleton, tax partner of Middleton, assured the Court that
the firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code and does not represent any
interest adverse to the Debtors and their estates.

Middleton can be reached at:

       Wesley Middleton
       MIDDLETONRAINES+ZAPATA, LLP
       9235 Katy Fwy, Suite 400
       Houston, TX 77024
       Tel: (713) 955-1123
       Fax: (877) 955-1123

                     About Osage Exploration

Headquartered in San Diego, California with production offices in
Oklahoma City, Oklahoma, and executive offices in Bogota, Colombia,
Osage Exploration and Development, Inc. (OTC BB: OEDV) --
http://www.osageexploration.com/-- is an independent exploration
and production company with interests in oil and gas wells and
prospects in the US and Colombia.

Osage Exploration filed a Chapter 11 petition (Bankr. W.D. Okla.
Case No. 16-10308) on Feb. 3, 2016, to pursue a sale of
substantially all assets.  

The Debtor disclosed total assets of $11,147,152 and total
liabilities of $39,464,678.

The Debtor tapped Crowe & Dunlevy as counsel.

The Office of the U.S. Trustee on Feb. 29 appointed three creditors
to serve on the official committee of unsecured creditors.


OSAGE EXPLORATION: UCC Calls EIP an Impermissible Retention Plan
----------------------------------------------------------------
The Official Unsecured Creditor's Committee in Osage Exploration
and Development, Inc.'s case submitted with the U.S. Bankruptcy
Court for the Western District of Oklahoma, an objection to Osage's
motion seeking the approval of an Employee Incentive Plan.

The Official Committee argues that the Debtor's Employee Incentive
Plan ("EIP") fails because there are no performance targets for the
Employees to actually incentivize their work, such as enhancement
of the purchase price and increased distribution to creditors,
among others.  The Committee further argues that there are no
metrics for the Court to determine whether the Employees are doing
something above and beyond what they would ordinarily do to earn
their normal salaries.  It asserts that from the Debtor's Motion,
all the Court can rely on is the platitudes of the Debtor and its
advisor to approve a payment plan that they designed for
themselves.

The Official Committee tells the Court that the EIP is not a
Severance Plan nor an Incentive Plan, but an impermissible
Retention Plan.  It further tells the Court that the EIP does not
comport with the concept of severance payments and that it is not
being provided to the Employees because of their Termination.  The
Official Committee contends that the Debtor is giving the Employees
the right to the EIP payments well before termination.  The
Official Committee further contends that the EIP does not meet the
incentive requirements for approval under 503(c) of the Bankruptcy
Code.

                          Debtor's Reply

"As a result of the sale of the Debtor's assets, the Employees'
employment will be terminated because the sale will effectively end
the Debtor's business.  The Employees' services will no longer be
necessary and they will thus be dismissed from their positions.
The Incentive Payment is undoubtedly a severance payment," the
Debtor asserts.

The Debtor argues that the EIP is not an impermissible retention
program.  It asserts that there is a reasonable relationship
between the EIP and the result to be obtained, and the EIP is
calculated to achieve the desired performance.  It further asserts
that the EIP contains various incentives calculated to ensure that
the Employees contribute to the success of the Sale Process.  The
Debtor contends that the Incentive Payments are not payable until
the closing of the sale of the Debtor's assets.  The Debtor further
contends that the amount of the Incentive Payment is tied to the
amount of the sale, encouraging Employees to not only work toward
the closing of the sale, but more importantly to generate a
purchaser who will provide the highest and best price for the
Debtor's assets.

The Debtor's Motion is scheduled for hearing on April 18, 2016 at
9:30 a.m.

The Official Unsecured Creditors' Committee is represented by:

          Christopher A. Ward, Esq.
          POLSINELLI PC
          222 Delaware Avenue, Suite 1101
          Wilmington, DE 19801
          Telephone: (302)252-0920
          Facsimile: (302)252-0921
          E-mail: cward@polsinelli.com

                 - and -

          James E. Bird, Esq.
          POLSINELLI PC
          900 W. 48th Place, Suite 900
          Kansas City, MO 64112
          Telephone: (302)753-1000
          Facsimile: (302)753-1536
          E-mail: jbird@polsinelli.com

                 - and -

          G. Blaine Schwabe, III, Esq.
          Elizabeth F. Cooper, Esq.
          GABLE GOTWALS       
          One Leadership Square, 15th Floor
          211 North Robinson
          Oklahoma City, OK 73102
          Telephone: (405)235-5500
          Facsimile: (405)235-2875
          E-mail: gschwabe@gablelaw.com
                 ecooper@gablelaw.com

Osage Exploration and Development is represented by:

          Mark A. Craige, Esq.
          Michael R. Pacewicz, Esq.
          CROWE & DUNLEVY, P.C.
          500 Kennedy Building
          321 South Boston Avenue
          Tulsa, OK 74103-3313
          Telephone: (918)592-9800
          Facsimile: (918)592-9801
          E-mail: mark.craige@crowdunlevy.com
                  michael.pacewicz@crowedunlevy.com

                 - and -

          William H. Hoch, Esq.
          John Paul K. Napier, Esq.
          CROWE & DUNLEVY, P.C.
          324 North Robinson, Suite 100
          Oklahoma City, OK 73102
          Telephone: (405)235-7700
          Facsimile: (405)239-6651
          E-mail: john.napier@crowedunlevy.com

              About Osage Exploration and Development

Headquartered in San Diego, California with production offices in
Oklahoma City, Oklahoma, and executive offices in Bogota,
Colombia,
Osage Exploration and Development, Inc. (OTC BB: OEDV) --
http://www.osageexploration.com/-- is an independent exploration  

and production company with interests in oil and gas wells and
prospects in the US and Colombia.

Osage Exploration filed a Chapter 11 petition (Bankr. W.D. Okla.
Case No. 16-10308) on Feb. 3, 2016, to pursue a sale of
substantially all assets.  

The Debtor disclosed total assets of $11,147,152 and total
liabilities of $39,464,678.

The Debtor tapped Crowe & Dunlevy as counsel.

The Office of the U.S. Trustee on Feb. 29 appointed three
creditors
to serve on the official committee of unsecured creditors.


PACIFIC SUNWEAR: Delisted From Nasdaq; Now Trades at OTC
--------------------------------------------------------
Pacific Sunwear of California, Inc., on Sept. 1, 2015, received a
deficiency letter from The NASDAQ Stock Market notifying the
Company that it no longer met NASDAQ's requirements for continued
listing on the NASDAQ Global Select Market under NASDAQ Listing
Rule 5550(a)(2) (the “Bid Price Rule”) because the minimum bid
price of the Company's common stock had not equaled or exceeded
$1.00 at least once over a period of 30 consecutive business days.
The First Notification Letter did not impact the Company's listing
on the NASDAQ Global Select Market and the Company's common stock
continued to trade on the NASDAQ Global Select Market under the
symbol "PSUN."

NASDAQ explained in the First Notification Letter that, under
NASDAQ Listing Rule 5810(c)(3)(A), the Company would be afforded
180 calendar days, or until February 29, 2016, to regain compliance
with the Bid Price Rule. To regain compliance, the closing bid
price of the Company's common stock must have met or exceeded $1.00
per share for at least 10 consecutive business days during that
180-day period. If the Company did not regain compliance by
February 29, 2016, then NASDAQ would provide written notification
to the Company that the Company's common stock would be subject to
delisting from the NASDAQ Global Select Market.

On March 1, 2016, the Company received a second letter from NASDAQ
notifying the Company that it had not regained compliance with the
Bid Price Rule during the foregoing 180-day period and that the
Company's common stock was subject to delisting from the NASDAQ
Global Select Market unless the Company requests an appeal of the
determination on or before March 8, 2016.  The Company appealed the
determination to the NASDAQ Hearings Panel on such date.  The
Appeal automatically stayed delisting of the Company's common stock
pending the Panel's decision.

Upon filing for Chapter 11 bankruptcy on April 7, 2016, the Company
received a letter from NASDAQ notifying it that such filing served
as an additional basis for delisting of the Company's common stock.


On April 12, 2016, the Company notified NASDAQ that it was
withdrawing the Appeal. As a result, the Company's common stock was
delisted from the NASDAQ Global Select Market at the open of the
market on April 14, 2016, and was slated to begin trading in the
over-the-counter market. The Company's common stock is quoted under
the symbol "PSUNQ".

                        About Pacific Sunwear

Founded in 1982 in Newport Beach, California as a surf shop,
Pacific Sunwear of California, Inc. operates in the teen and young
adult retail sector, selling men's and women's apparel,
accessories, and footwear.  The Company went public in 1993
(NASDAQ: PSUN), and peaked with 965 stores in 2006.  At present,
the Company has approximately 593 retail locations nationwide
under
the names "Pacific Sunwear" and "PacSun," which stores are
principally in mall locations.  The Company has 2,000 full-time
workers.  Through its ecommerce business, the Company operates an
e-commerce site at http://www.pacsun.com/   

On April 7, 2016, Pacific Sunwear of California, Inc., and two
affiliated debtors each filed a voluntary petition for relief
under
Chapter 11 of the U.S. Bankruptcy Code in the U.S. Bankruptcy
Court
for the District of Delaware.  The cases are pending before the
Honorable Laurie Selber Silverstein, and the Debtors have
requested
joint administration of the cases under Case No. 16-10882.

The Debtors sought Chapter 11 protection with a Chapter 11 plan
that would convert debt into equity.

The Debtors tapped Young Conaway Stargatt & Taylor, LLP, and Klee,
Tuchin, Bogdanoff & Stern LLP as attorneys; FTI Consulting, Inc.,
as financial advisor; Guggenheim Securities, LLC, as investment
banker; and Prime Clerk LLC as claims and noticing agent.


PACIFIC SUNWEAR: Has Interim Approval of $100M Wells Fargo Loan
---------------------------------------------------------------
Pacific Sunwear of California, Inc., won authority from the U.S.
Bankruptcy Court for the District of Delaware, on an interim basis,
to enter into and draw upon its DIP financing facility on the terms
set forth in the Debtor-in-Possession Credit Agreement, dated as of
April 7, 2016, by and among the Debtors -- excluding Miraloma
Borrower Corporation -- the lenders party thereto from time to
time, and Wells Fargo Bank, National Association, as administrative
agent and collateral agent.

The DIP Credit Agreement provides for a senior secured,
super-priority revolving credit facility of up to $100 million on
the closing date of the DIP Financing, which is subject to an asset
based borrowing base formula and reserves (including a reserve for
the repayment of the pre-petition obligations under the existing
Credit Agreement by and among Wells Fargo, in its capacity as
administrative agent and collateral agent, the lenders party
thereto, and the Borrowers, dated as of December 7, 2011, as
amended.

The Interim DIP Order was entered on April 8, 2016.  The Interim
Order permits the Debtors to draw up to $62.5 million under the
facility.

The Debtors are also authorized to use cash collateral of the
prepetition lenders.

                        About Pacific Sunwear

Founded in 1982 in Newport Beach, California as a surf shop,
Pacific Sunwear of California, Inc. operates in the teen and young
adult retail sector, selling men's and women's apparel,
accessories, and footwear.  The Company went public in 1993
(NASDAQ: PSUN), and peaked with 965 stores in 2006.  At present,
the Company has approximately 593 retail locations nationwide
under
the names "Pacific Sunwear" and "PacSun," which stores are
principally in mall locations.  The Company has 2,000 full-time
workers.  Through its ecommerce business, the Company operates an
e-commerce site at http://www.pacsun.com/   

On April 7, 2016, Pacific Sunwear of California, Inc., and two
affiliated debtors each filed a voluntary petition for relief
under
Chapter 11 of the U.S. Bankruptcy Code in the U.S. Bankruptcy
Court
for the District of Delaware.  The cases are pending before the
Honorable Laurie Selber Silverstein, and the Debtors have
requested
joint administration of the cases under Case No. 16-10882.

The Debtors sought Chapter 11 protection with a Chapter 11 plan
that would convert debt into equity.

The Debtors tapped Young Conaway Stargatt & Taylor, LLP, and Klee,
Tuchin, Bogdanoff & Stern LLP as attorneys; FTI Consulting, Inc.,
as financial advisor; Guggenheim Securities, LLC, as investment
banker; and Prime Clerk LLC as claims and noticing agent.


PACIFIC SUNWEAR: Hires Klee Tuchin as Bankruptcy Counsel
--------------------------------------------------------
Pacific Sunwear of California, Inc., et al., seek authority from
the U.S. Bankruptcy Court for the District of Delaware to employ
Klee Tuchin Bogdanoff & Stern LLP as counsel to the Debtors, nunc
pro tunc to April 7, 2016.

Pacific Sunwear requires Klee Tuchin to:

   (a) advising the Debtors with respect to their rights, duties,
       and powers in these Cases as debtors and debtors in
       possession in the continued management and operation of
       their businesses and properties;

   (b) attending meetings and negotiating with representatives of
       creditors and other parties-in-interest and advising and
       consulting on the conduct of these Cases, including all of
       the legal and administrative requirements of operating in
       chapter 11;

   (c) advising and assisting the Debtors with respect to actions
       to protect, preserve, and enhance the Debtors’ estates,
       including the prosecution of actions on their behalf, the
       defense of actions commenced against their estates,
       negotiations concerning litigation in which the Debtors
       may be involved, and objections to claims filed against
       their estates;

   (d) preparing, on behalf of the Debtors, motions,
       applications, answers, orders, reports, and papers
       necessary to the administration of their estates;

   (e) negotiating and preparing, on the Debtors’ behalf, plan(s)

       Of reorganization, disclosure statement(s), and all
       related agreements and/or documents, and taking
       appropriate action on behalf of the Debtors to
       obtain confirmation of such plan(s);

   (f) advising the Debtors in connection with the sale of any
       assets;

   (g) appearing before this Court, any appellate courts on
       matters originating before this Court, and the United
       States Trustee; and

   (h) performing other necessary and appropriate legal services,
       within the scope of KTB&S’s practice, for the Debtors in
       connection with their Cases.

Klee Tuchin will be paid at these hourly rates:

     Partners & Of-Counsel               $550-$1,350
     Associates                          $435-$550
     Paralegal                           $325
     Michael L. Tuchin                   $1,150
     David M. Guess                      $750
     Jonathan M. Weiss                   $550
     Sasha M. Gurvitz                    $435
     Shanda D. Pearson                   $325

On January 25, 2016, the Debtors paid to Klee Tuchin an initial
Retainer amount of $150,000. Pursuant to the Engagement Agreement,
Klee Tuchin has periodically sent the Debtors invoices for hourly
charges and out-of-pocket disbursements incurred on behalf of the
Debtors. Klee Tuchin applied that portion of the Retainer necessary
to satisfy such invoices, with the Debtors periodically
replenishing the Retainer. As of the Petition Date, the amount of
the Retainer is approximately $92,211.20.

Klee Tuchin will also be reimbursed for reasonable out-of-pocket
expenses incurred.

The following is provided in response to the request for additional
information as follows:

   -- KTB&S represented the Debtors in the 12 months prior to the
      Petition Date. Klee Tuchin was engaged on January 14, 2016
      pursuant to the Engagement Agreement. The billing rates and
      material financial terms for the prepetition engagement are
      set out in the Engagement Agreement and are the same as the
      rates and terms set out in the “Payment of Fees and
      Expenses” section of the Application.

   -- The Debtors, Klee Tuchin, and Young Conaway expect to
      develop a prospective budget and staffing plan to comply
      with the U.S. Trustee’s requests for information and
      additional disclosures, recognizing that in the course of
      these large chapter 11 Cases there may be unforeseeable
      fees and expenses that will need to be addressed by the
      Debtors, Klee Tuchin, and Young Conaway.

Jonathan M. Weiss, partner in the law firm of Klee Tuchin Bogdanoff
& Stern LLP assured the Court that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code and does not represent any interest adverse to the Debtors and
their estates.

Klee Tuchin can be reached at:

     Jonathan M. Weiss, Esq.
     KLEE TUCHIN BOGDANOFF & STERN LLP
     1999 Avenue of the Stars, 39th Floor
     Los Angeles, CA 90067
     Tel: (310) 407-4029
     Fax: (310) 407-9090
     E-mail: jweiss@ktbslaw.com

                              About Pacific Sunwear

Founded in 1982 in Newport Beach, California as a surf shop,
Pacific Sunwear of California, Inc. operates in the teen and young
adult retail sector, selling men's and womens apparel, accessories,
and footwear. The Company went public in 1993 (NASDAQ: PSUN), and
peaked with 965 stores in 2006. At present, the Company has
approximately 593 retail locations nationwide under the names
"Pacific Sunwear" and "PacSun," which stores are principally in
mall locations. The Company has 2,000 full-time workers. Through
its ecommerce business, the Company operates an e-commerce site at
http://www.pacsun.com/

On April 7, 2016, Pacific Sunwear of California, Inc., and two
affiliated debtors each filed a voluntary petition for relief under
Chapter 11 of the U.S. Bankruptcy Code in the U.S. Bankruptcy Court
for the District of Delaware. The cases are pending before the
Honorable Laurie Selber Silverstein, and the Debtors have requested
joint administration of the cases under Case No. 16-10882.

The Debtors sought Chapter 11 protection with a Chapter 11 plan
that would convert debt into equity.

The Debtors tapped Young Conaway Stargatt & Taylor, LLP, and Klee,
Tuchin, Bogdanoff & Stern LLP as attorneys; FTI Consulting, Inc.,
as financial advisor; Guggenheim Securities, LLC, as investment
banker; and Prime Clerk LLC as claims and noticing agent.


PACIFIC SUNWEAR: Hires Young Conaway as Bankruptcy Co-counsel
-------------------------------------------------------------
Pacific Sunwear of California, Inc., et al., seek authority from
the U.S. Bankruptcy Court for the District of Delaware to employ
Young Conaway Stargatt & Taylor, LLP as co-counsel to the Debtors,
nunc pro tunc to April 7, 2016.

Pacific Sunwear requires Young Conaway to:

   -- provide legal advice with respect to the Debtors' powers
      and duties as debtors in possession in the continued
      operation of their business, management of their
      properties, and the sale of the Debtors' assets;

   -- prepare and pursue confirmation of a plan and approval of a
      disclosure statement;

   -- prepare on behalf of the Debtors necessary applications,
      motions, answers, orders, reports, and other legal papers;

   -- appear in the bankruptcy Court to protect the interest of
      the Debtors before the bankruptcy Court; and

   -- perform all other legal services for the Debtors which may
      be necessary and proper in these bankruptcy proceedings.

Young Conaway will be paid at these hourly rates:

     Michael R. Nestor, Partner                  $780
     Joseph M. Barry, Partner                    $660
     Maris J. Kandestin, Associate               $520
     Shane M. Reil, Associate                    $345
     Michelle Smith, Paralegal                   $235

On April 6, 2016, Young Conaway received a retainer in the amount
of $65,151 in connection with the planning and preparation of
initial documents, its proposed post-petition representation of the
Debtors, and chapter 11 filing fees. Young Conaway has not received
any other payments from the Debtors in the one year prior to the
Petition Date. Following application of the Retainer to
pre-petition costs and services rendered, the Retainer is fully
exhausted and no portion of the Retainer remains. To the extent any
fees and expenses for pre-petition services and costs remain
outstanding as of the petition date in excess of the Retainer,
Young Conaway has agreed to waive any claim with respect thereto.

Young Conaway will also be reimbursed for reasonable out-of-pocket
expenses incurred.

Michael R. Nestor, partner in the firm of Young Conaway Stargatt &
Taylor, LLP assured the Court that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code and does not represent any interest adverse to the Debtors and
their estates.

Young Conaway can be reached at:

     Michael R. Nestor, Esq.
     YOUNG CONAWAY STARGATT & TAYLOR, LLP
     Rodney Square
     1000 North King Street
     Wilmington DE 19801
     Tel: (302) 571-6600
     Fax: (302) 571-1253
     E-mail: mnestor@ycst.com

                  About Pacific Sunwear

Founded in 1982 in Newport Beach, California as a surf shop,
Pacific Sunwear of California, Inc. operates in the teen and young
adult retail sector, selling men's and womens apparel, accessories,
and footwear. The Company went public in 1993 (NASDAQ: PSUN), and
peaked with 965 stores in 2006. At present, the Company has
approximately 593 retail locations nationwide under the names
"Pacific Sunwear" and "PacSun," which stores are principally in
mall locations. The Company has 2,000 full-time workers. Through
its ecommerce business, the Company operates an e-commerce site at
http://www.pacsun.com/

On April 7, 2016, Pacific Sunwear of California, Inc., and two
affiliated debtors each filed a voluntary petition for relief under
Chapter 11 of the U.S. Bankruptcy Code in the U.S. Bankruptcy Court
for the District of Delaware. The cases are pending before the
Honorable Laurie Selber Silverstein, and the Debtors have requested
joint administration of the cases under Case No. 16-10882.

The Debtors sought Chapter 11 protection with a Chapter 11 plan
that would convert debt into equity.

The Debtors tapped Young Conaway Stargatt & Taylor, LLP, and Klee,
Tuchin, Bogdanoff & Stern LLP as attorneys; FTI Consulting, Inc.,
as financial advisor; Guggenheim Securities, LLC, as investment
banker; and Prime Clerk LLC as claims and noticing agent.


POPEXPERT INC: Meeting to Form Creditors' Panel Set for April 22
----------------------------------------------------------------
Tracy Hope Davis, Acting United States Trustee for Region 17, will
hold an organizational meeting on April 22, 2016, at 9:30 a.m. in
the bankruptcy case of PopExpert, Inc.

The meeting will be held at:

         Office of the United States Trustee
         235 Pine Street, Suite 850
         San Francisco, CA 94104

The sole purpose of the meeting will be to form a committee or
committees of unsecured creditors in the Debtors' case.

The organizational meeting is not the meeting of creditors pursuant
to Section 341 of the Bankruptcy Code.  A representative of the
Debtor, however, may attend the Organizational Meeting, and provide
background information regarding the bankruptcy cases.

To increase participation in the Chapter 11 proceeding, Section
1102 of the Bankruptcy Code requires that the United States Trustee
appoint a committee of unsecured creditors as soon as practicable.
The Committee ordinarily consists of the persons, willing to serve,
that hold the seven largest unsecured claims against the debtor of
the kinds represented on the committee.

Section 1103 of the Bankruptcy Code provides that the Committee may
consult with the debtor, investigate the debtor and its business
operations and participate in the formulation of a plan of
reorganization.  The Committee may also perform other services as
are in the interests of the unsecured creditors whom it represents.


PRESCOTT VALLEY: Time to Decide on Leases Extended to Sept. 30
--------------------------------------------------------------
Judge Madeleine C. Wanslee of the U.S. Bankruptcy Court for the
District of Arizona granted Prescott Valley Events Center, LLC's
second motion to extend deadline to assume or reject unexpired
non-residential real property leases to and including September 30,
2016.

Specifically, the Debtor seeks an order extending the deadline by
which it must assume or reject (1) the Lease Agreement by and
between the Entertainment Center Community Facilities District as
lessor, and the Debtor as lessee, dated December 21, 2006, and (2)
the Prescott Valley Event Center Parking Access Agreement by and
between Prescott Valley Signature Entertainment, L.L.C. and the
Debtor dated October 2, 2006.

               About Prescott Valley Events Center

Prescott Valley Events Center, LLC, was formed in 2005 to construct
and operate a multi-purpose sports and entertainment arena known as
the Prescott Valley Events Center in Prescott Valley, Arizona.  The
Center opened in 2006 and plays host to concerts, community events,
trades shows, and sporting events, including several high school
championships.  Until 2014, the Center served as the home of the
Arizona Sundogs (CHL) ice hockey team.  The Center's seating
capacity is 6,200 for concerts, 4,810 for hockey, and 5,100 for
basketball.

The original members of PVEC were Prescott Valley Signature
Entertainment, LLC, and Global Entertainment Corporation, which
each owned 50 percent of the membership interests in PVEC.

PVEC sought Chapter 11 protection in Prescott, Arizona (Bankr.
D.Ariz. Case No. 15-10356) on Aug. 14, 2015.  The case is assigned
to Judge Madeleine C. Wanslee.

The Debtor tapped Carolyn J. Johnsen, Esq., and William Novotny,
Esq., at Dickinson Wright PLLC, in Phoenix, as counsel.

The Debtor estimated $10 million to $50 million in assets and $50
million to $100 million in debt.


R. SCOTT APPLING: Ch. 7 Debtor Must Pay Debt Owed to Law Firm
-------------------------------------------------------------
Diane Davis, writing for Bloomberg Brief, reported that a state
court judgment for unpaid legal fees can't be discharged in R.
Scott Appling's Chapter 7 bankruptcy because the debtor made false
misrepresentations to counsel about his financial condition and the
amount of his anticipated tax refund, a district court in Georgia
held March 28.

According to the report, Judge C. Ashley Royal of the U.S. District
Court for the Middle District of Georgia affirmed the judgment of
the bankruptcy court, and concluded that the bankruptcy court
correctly adopted the Fifth Circuit's strict interpretation of 11
U.S.C. Sec. 523(a)(2)(A)'s exception to discharge for false and
misleading statements.

The court noted that several courts have held that Section
523(a)(2) doesn't impose a "new money" requirement on claims
arising out of secondary debt transactions, the report related.
Thus, a false representation in connection with a renewal or
refinancing of credit may render the entire debt nondischargeable
even if the creditor didn't lend new money in reliance on the false
statement, the court said, the report further related.

In this case, the appellant/debtor became delinquent on payments
and the appellee forbore from collecting the overdue amounts in
reliance on the appellant/debtor's false statement, the court said,
the report added.  This forbearance was an extension of credit and
the entire debt is nondischargeable, the court concluded.

Daniel Lewis Wilder, Macon, Ga., represented appellant/debtor R.
Scott Appling; David W. Davenport, Atlanta, Ga., represented
appellee Lamar, Archer & Cofrin, LLP.


RCR CAR CARE: U.S. Trustee Unable to Appoint Committee
------------------------------------------------------
The Office of the U.S. Trustee disclosed in a court filing that no
official committee of unsecured creditors has been appointed in the
Chapter 11 case of RCR Car Care, LLC.

RCR Car Care, LLC, sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. E.D.N.Y., Case No. 16-71074) on March 14,
2016. The Debtor is represented by Heath S Berger, Esq., at Berger,
Fischoff & Shumer, LLP.



RCS CAPITAL: Court OKs Joint Administration of Additional Cases
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware directed the
supplemental joint administration of the Chapter 11 cases of:

   -- Cetera Advusir Netwroks Insurance Services LLC;
   -- Cetera Advisors Insurance Servics LLC;
   -- Cetera Financial Group Inc.;
   -- Cetera Financial Holding, Inc.;
   -- Cetera Financial Specialists Services LLC;
   -- Cetera Insurance Agency LLC;
   -- Chargers Acquisition, LLC;
   -- FAS Holdings, Inc.;
   -- First Allied Holdings Inc.;
   -- ICC Insurance Agency, Inc.;
   -- Investors Capital Holdings LLC;
   -- Legend Group Holings, LLC;
   -- SBS Financial Advisors, Inc.;
   -- SBS Insurance Agency of Florida, Inc.;
   -- SBS of California Insurance Agency, Inc.;
   -- Summit Capital Group, Inc.;
   -- Summit Financial Group, Inc.;
   -- Summit Holding Group, Inc.; and
   -- VSR Group, LLC

with previously Court-aproved joint administration of the Chapter
11 cases of RCS Capital Corporation, et al., for procedural
purposes only.  Cases will be jointly administered under the
Chapter 11 case no. 16-10223.

As reported by the Troubled Company Reporter on Feb. 3, 2016, the
Debtors also requested that the Clerk of the Court maintain one
file and one docket for all of their Chapter 11 cases, which file
and docket will be the file and docket for Debtor RCS Capital
Corporation.

According to the Debtors, joint administration of their respective
estates is warranted and will ease the administrative burden on the
Court and all parties-in-interest.  In addition, the Debtors
maintain, joint administration will permit the Clerk of the Court
to utilize a single docket for all of the Chapter 11 cases, and to
combine notices to creditors and other parties-in-interest in their
respective cases.

"Because there will likely be numerous motions, applications, and
other pleadings filed in these cases that will affect all of the
Debtors, joint administration will permit counsel for all parties
in interest to include all of the Debtors' cases in a single
caption for the numerous documents that are likely to be filed and
served in these cases," said Ian J. Bambrick, Esq., at Young
Conaway Stargatt & Taylor, LLP, counsel for the Debtors.

Mr. Bambrick added that joint administration will not prejudice or
adversely affect the rights of the Debtors' creditors because the
relief sought is purely procedural and is not intended to affect
substantive rights.

                         About RCS Capital

New York-based RCS Capital Corporation --
http://www.rcscapital.com/-- is a full-service investment firm   
focused on the individual retail investor.  With operating
subsidiaries primarily focused on retail advice and until the
completion of recently announced pending sales and divestiture of
its wholesale distribution and investment banking, the company's
business aims to capitalize, grow and maximize value for the
investment programs its distributes and the independent advisors
and clients it serves.

RCS Capital Corporation and 11 of its affiliates filed Chapter 11
bankruptcy petitions (Bankr. D. Del. Case Nos. 16-10223 to
16-10234) on Jan. 31, 2016.  The petitions were signed by David
Orlofsky as chief restructuring officer. The Debtors disclosed
total assets of $1.97 billion and total debts of $1.39 billion.
RCS Capital Corp. disclosed total assets of $1,403,924,232 and
total liabilities of $912,449,960.

The Debtors have engaged Dechert LLP as general counsel, Young
Conaway Stargatt & Taylor, LLP as Delaware counsel, Zolfo Cooper
Management, LLC as restructuring advisor, Lazard Freres & Co. LLC
as investment banker and Prime Clerk LLC as administrative advisor
and claims and noticing agent.


REPUBLIC AIRWAYS: Court Approves KPMG LLP as Tax Consultant
-----------------------------------------------------------
The Hon. Sean H. Lane of the U.S. Bankruptcy Court for the Southern
District of New York authorized Republic Airways Holdings Inc., et
al., to employ KPMG LLP as tax consultant nunc pro tunc to the
Petition Date.

As reported by the Troubled Company Reporter on March 14, 2016,
KPMG LLP is expected to provide general and bankruptcy tax
consulting services, including the assessment of papers and
software applications used in the income tax provision and income
tax return preparation processes.

Republic Airways has agreed to compensate KPMG at its customary
hourly rates subject to reductions of up to 30% from such rates,
and reimburse the firm for work-related expenses.  

The hourly rates for KPMG's bankruptcy tax consulting services are
as follows:

   Services             Discounted Rate
   --------             ---------------
   Partners               $753 - $858
   Managing Directors     $753 - $788
   Senior Managers        $665 - $770
   Managers               $490 - $700
   Senior Associates      $385 - $508
   Associates             $263 - $315
   Para-Professionals     $158 - $245
   KGS                    $193

Meanwhile, the hourly rates for the firm's general tax consulting
services are as follows:
    
   Services                      Discounted Rate
   --------                      ---------------
   Partners/Managing Directors     $753 - $858
   Senior Managers                 $613 - $770
   Managers                        $508 - $700
   Senior Associates               $350 - $508
   Associates                      $280 - $315
   Para-Professionals              $140 - $245

The firm neither holds nor represents an interest adverse to
Republic Airways' estate and is a "disinterested person" under
section 101(14) of the Bankruptcy Code, according to a declaration
by Christopher Woll, a partner at KPMG.

                     About Republic Airways

Republic Airways Holdings Inc., based in Indianapolis, is an
airline holding company (NASDAQ: RJET) that owns Republic Airline
and Shuttle America Corporation.  Republic Airline and Shuttle
America -- http://www.rjet.com/-- offer approximately 1,000    
flights daily to 105 cities in 38 states, Canada, the Caribbean,
and the Bahamas through Republic's fixed-fee codeshare agreements
under our major airline partner brands of American Eagle, Delta
Connection and United Express.  The airlines currently employ about
6,000 aviation professionals.  

On Feb. 25, 2016 Republic Airways Holdings Inc. and 6 affiliated
debtors each filed a voluntary petition for relief under Chapter 11
of the United States Bankruptcy Code in the United States
Bankruptcy Court for the Southern District of New York.   The
Debtors have requested that their cases be jointly administered
under Case No. 16-10429.  The petitions were signed by Joseph P.
Allman as senior vice president and chief financial officer.  Judge
Sean H. Lane has been assigned the cases.

As of Jan. 31, 2016, on a consolidated basis, Republic had assets
and liabilities of $3,561,000,000 and $2,971,000,000 (unaudited),
respectively.

Zirinsky Law Partners PLLC and Hughes Hubbard & Reed LLP are
serving as Republic's legal advisors in the restructuring. Seabury
Group LLC is serving as financial advisor.  Deloitte & Touche LLP
is the independent auditor.  Prime Clerk is the claims and noticing
agent.


REPUBLIC AIRWAYS: Unsecureds to See Less Than 50% Recovery
----------------------------------------------------------
Mary Schlangenstein, writing for Bloomberg Brief, reported that in
a letter sent to the U.S. Trustee, Republic Airways Holdings Inc.
said its unsecured creditors are likely to recover less than 50
cents on the dollar in bankruptcy, and stockholders should expect
nothing at all.

According to the report, the letter said the pool of money
available to pay creditors will be no greater than $275 million to
$350 million and could be reduced by at least $100 million Republic
will need to exit Chapter 11.  Unsecured creditor recoveries also
depend on Republic successfully restructuring as much as $1 billion
in debt, the report related, citing the airline.

"In light of those numbers, unsecured creditors are faced with the
prospect of recovering potentially well less than 50 cents on every
$1 of claims, and equity holders will therefore receive no
distributions," according to the April 4 letter, which was included
in a regulatory filing, the report further related.

Republic wrote to ask the U.S. Trustee to reject requests to
appoint an official committee to represent shareholder interests in
its bankruptcy, the report said.  A panel would burden Republic
with "substantial and duplicative costs and expenses," the airline
said, the report added.

                  About Republic Airways Holdings

Republic Airways Holdings Inc., based in Indianapolis, is an
airline holding company (NASDAQ: RJET) that owns Republic Airline
and Shuttle America Corporation.  Republic Airline and Shuttle
America -- http://www.rjet.com/-- offer approximately 1,000
flights daily to 105 cities in 38 states, Canada, the Caribbean,
and the Bahamas through Republic's fixed-fee codeshare agreements
under our major airline partner brands of American Eagle, Delta
Connection and United Express.  The airlines currently employ
about 6,000 aviation professionals.  

On Feb. 25, 2016, Republic Airways Holdings Inc. and 6 affiliated
debtors each filed a voluntary petition for relief under Chapter
11 of the United States Bankruptcy Code in the United States
Bankruptcy Court for the Southern District of New York.   The
Debtors have requested that their cases be jointly administered
under Case No. 16-10429.  The petitions were signed by Joseph P.
Allman as senior vice president and chief financial officer.
Judge Sean H. Lane has been assigned the cases.

As of Jan. 31, 2016, on a consolidated basis, Republic had assets
and liabilities of $3,561,000,000 and $2,971,000,000 (unaudited),
respectively.

Zirinsky Law Partners PLLC and Hughes Hubbard & Reed LLP are
serving as Republic's legal advisors in the restructuring. Seabury
Group LLC is serving as financial advisor.  Deloitte & Touche LLP
is the independent auditor.  Prime Clerk is the claims and
noticing agent.

The U.S. Trustee for Region 2 appointed seven creditors of
Republic
Airways Holdings Inc. to serve on the official committee of
unsecured creditors.  The Committee retained Imperial Capital, LLC,
as investment banker and co-financial advisor.


ROSEVILLE SENIOR: Court Okays Sanders Rehaste as Trustee Counsel
----------------------------------------------------------------
Stephen V. Falanga, the Chapter 11 trustee of Roseville Senior
Living Properties, LLC sought and obtained permission from the Hon.
Michael B. Kaplan of the U.S. Bankruptcy Court for the District of
New Jersey to employ Sanders Rehaste Sternshein & Harvey, LLP as
special counsel.

The Trustee is satisfied that Sanders Rehaste, and in particular,
Jennifer M. Sternshein, has the experience, knowledge and
capabilities required to serve as special counsel in connection
with the Trustee's sale of the Debtor's facility known as the
Terraces of Roseville, a senior housing community located in
Roseville, California (the "Property").  The Trustee believes that
the retention of Sanders Rehaste to serve as special counsel to
advise the Trustee on healthcare regulatory compliance, licensing
and certification issues is necessary and in the best interests of
the creditors and the estate.

Sanders Rehaste will be paid at these hourly rates:

       Jennifer Sternshein       $450
       Partners                  $450-$500
       Associates                $240-$295
       Paralegals                $135-$185

Sanders Rehaste will also be reimbursed for reasonable
out-of-pocket expenses incurred.

Jennifer M. Sternshein, partner of Sanders Rehaste, assured the
Court that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtors and their estates.

Sanders Rehaste can be reached at:

       Jennifer M. Sternshein, Esq.
       SANDERS REHASTE STERNSHEIN & HARVEY, LLP
       5316 East Chapman Avenue
       Orange, CA 92869-4236
       Tel: (714) 289-7070
       Fax: (714) 289-7071

                  About Roseville Senior Living

Roseville Senior Living Properties, LLC, owns and operates a
senior assisted living housing facility in Roseville, California.
It filed for Chapter 11 bankruptcy (Bankr. D.N.J. Case No.
13-31198) on Sept. 27, 2013, in Newark, New Jersey.

The petition was signed by Michael Edrel.  Edrel is the managing
director of Meecorp Capital Markets, LLC, the manager o f the
Debtor.

Walter J. Greenhalgh, Esq., at Duane Morris, LLP, represents
Roseville Senior Living Properties as counsel.  Friedman LLP serves
as the Debtor's accountant.

Roseville Senior Living Properties estimated $10 million to $50
million in assets, and $1 million to $10 million in liabilities.
In its schedules filed with the Bankruptcy Court, the Debtor
indicated total assets and total debts as "Unknown", a copy of
which is available for free at:

       http://bankrupt.com/misc/rosevillesenior.doc54.pdf

The United States Trustee for Region 3 appointed Joseph Rodrigues,
State Long Term Care Ombudsman, California Department of Aging, as
the Patient Care Ombudsman in the Debtor's case.


RWL INVESTMENTS: Banks Oppose Cash Collateral Use
-------------------------------------------------
Creditors First Security Bank, U.S. Bank National Association,
Eagle Bank & Trust Company, BancorpSouth Bank, and Centennial Bank
object to RWL Investments, LLC's proposed use of cash collateral.

According to the creditors, they object to the Debtor's use of the
cash collateral on the terms proposed in the Motion -- to use all
cash from rents or leases on the Mortgaged Property without any
payment to its Creditors from March of 2016 through August of 2016.
The creditors assert that this portion of the Cash Collateral is
not property of the estate as this was absolutely assigned by the
Debtor to the Creditors pre-petition.

Furthermore, the Creditors complain that the Cash Collateral budget
does not identify the actual rentals being received by the Debtor
during the proposed period and how those rentals relate to the
mortgaged properties or any realistic projections, since there is
no disclosure about the terms and conditions underlying leases
which generates the "rental income."  To the extent the underlying
leases may be expense bearing leases, then there is a question as
to what the "maintenance/repairs" and the "utilities" categories
cover considering that the cash collateral budget does not state
whether there are other sources of funds for the Debtor during the
six month period, the Creditors added.

The Creditors ask the Court to deny the Debtor's Motion in full,
or, in the alternative, enter an interim order (a) shortening the
period in which Debtor does not have to make payments to Creditors,
(b) denying payment to the Lazenby Law Firm, PLLC, (c) requiring
any other attorney/account fees be approved by this Court in
advance prior to payment from cash collateral, (d) requiring the
Debtor to use rents generated by the Property only for the staffing
expenses, operating expenses, maintenance expenses, maintenance
expenses, and administrative expenses solely to those Properties
that are subject of lease/rents which generate the rental income,
and (e) imposing such other requirements that are reasonably
appropriate and necessary to provide the Creditors adequate
protection of its interest in the cash collateral.

First Security Bank is represented by:

      Gary D. Jiles, Esq.
      Matthew K. Brown, Esq.
      MILLAR JILES, LLP
      The Frauenthal Building
      904 Front Street
      Conway, Arkansas 72032
      Telephone: (501) 329-1133
      Email: gjiles@millarjileslaw.com
             mbrown@millarjileslaw.com

U.S. Bank National Association is represented by:

      John T. Hardin, Esq.
      Betsy Turner, Esq.
      Jacob D. White, Esq.
      ROSE LAW FIRM
      A Professional Association
      120 East Fourth Street
      Little Rock, Arkansas 72201
      Telephone: (501) 375-9131
      Email: jthardin@roselawfirm.com
             bturner@roselawfirm.com
             jwhite@roselawfirm.com

Eagle Bank & Trust Company is represented by:

      Geoffrey B. Treece, Esq.
      Mary-Tipton Thalheimer, Esq.
      QUATTLEBAUM, GROOMS & TULL PLLC
      111 Center Street, Suite 1900
      Little Rock, Arkansas 72201
      Telephone: (501) 379-1700
      Facsimile: (501) 379-1701
      Email: gtreece@qgtlaw.com
             mthalheimer@qgtlaw.com

BancorpSouth Bank is represented by:

      Lance R. Miller, Esq.
      Christopher A. McNulty, Esq.
      MITCHELL, WILLIAMS, SELIG, GATES & WOOD YARD, P.L.L.C.
      425 West Capitol Avenue, Suite 1800
      Little Rock, Arkansas 72201
      Telephone: (501) 688-8800
      Email: lmiller@mwlaw.com
             cmcnulty@mwlaw.com

Centennial Bank is represented by:

      James H. Penick, Esq.
      Eichenbaum Liles P.A.
      124 West Capitol Avenue, Suite 1900
      Little Rock, Arkansas 72201
      Telephone: (501) 376-4531
      Facsimile: (501) 376-8433
      E-mail: jpenick@elhlaw.com

           About RWL Investments

RWL Investments, LLC filed a Chapter 11 bankruptcy petition (Bankr.
E.D. Ark. Case No. 16-11251) on March 8, 2016.  The petition was
signed by Ryan Lazenby as manager.  Keech Law Firm, P.A.,
represents the Debtor as counsel.  The Debtor listed total assets
of $11.11 million and total debts of $8.57 million.


SABINE OIL: Creditors' Committee Appeal Ruling on Merger Claims
---------------------------------------------------------------
Tiffany Kary, writing for Bloomberg Brief, reported that Sabine Oil
& Gas Corp.'s official creditors committee said it's appealing a
bankruptcy court ruling that it lacks standing to sue over a 2014
merger with Forest Oil.

According to the report, after a 15-day trial, a judge ruled
creditors lacked standing to pursue claims, including those to
avoid $1.32 billion, saying the cost of litigation would outweigh
the benefit to the estate.  Sabine filed an updated reorganization
proposal March 31 based on the finding, the report related.

Creditors said in court filings April 5 that they will appeal and
that court should temporarily halt any language in the plan to
dispose of the claims, the report further related.

As previously reported by the Troubled Company Reporter, the
official committee of unsecured creditors sought Court approval to
prosecute claims on behalf of Sabine Oil & Gas Corp.    

The energy company had earlier opposed the motion, saying the
claims are "neither colorable nor in the best interests" of the
estate to pursue.  

The same argument was echoed by Duane Radtke and two other
directors of Sabine Oil & Gas LLC who said the committee's claim
against them for breach of fiduciary duty is not colorable.

Sabine also had earlier asked the court to preclude the committee
from presenting the opinions of its valuation expert Steven Zelin
in connection with the motion, and to allow the company's own
financial expert to testify.

Mr. Zelin's opinions, the company said, are based on "untested and
unreliable assumptions."   

Meanwhile, the committee had drawn support from former Sabine
executives who think it "has more than satisfied its burden" to
prove that the claims are colorable.

Colorado-based law firm Holland & Hart LLP represents the group.

U.S. Bankruptcy Judge Shelley Chapman will issue a bench ruling on
the committee's motion at the March 24 hearing.  

A separate motion filed by Wilmington Savings Fund Society FSB and
Delaware Trust Co. to get authority to prosecute constructive
fraud
claims on behalf of Sabine's estate will also be considered for
approval at the hearing.

                     About Sabine Oil & Gas

Sabine Oil & Gas Corp. is an independent energy company engaged in
the acquisition, production, exploration, and development of
onshore oil and natural gas properties in the U.S.  The Company's
current operations are principally located in the Cotton Valley
Sand and Haynesville Shale in East Texas, the Eagle Ford Shale in
South Texas, the Granite Wash in the Texas Panhandle, and the
North
Louisiana Haynesville.  The Company operates, or has joint working
interests in, approximately 2,100 oil and gas production sites
(approximately 1,800 operating and approximately 315
non-operating)
and has approximately 165 full-time employees.

Sabine Oil and its affiliated entities sought Chapter 11
protection(Bankr. S.D.N.Y. Lead Case No. 15-11835) in Manhattan on
July 15, 2015.

The Debtors have engaged Kirkland & Ellis LLP and Kirkland & Ellis
International LLP, as counsel; Lazard Freres & Co. LLC, as
investment banker and Prime Clerk LLC as notice, claims and
balloting agent.  The Debtors also tapped Zolfo Cooper Management,
LLC, to provide Jonathan A. Mitchell as CRO and other additional
personnel.

The U.S. Trustee for Region 2 appointed five creditors to serve on
the official committee of unsecured creditors.  The Committee is
represented by Mark R. Somerstein, Esq., Keith H. Wofford, Esq.,
and D. Ross Martin, Esq., at Ropes & Gray LLP as their counsel.
The Committee is also hiring Blackstone Advisory Partners L.P. as
investment banker; and Berkeley Research Group, LLC as financial
advisor.


SHEEHAN PIPE LINE: Hires McDonald McCann as Attorneys
-----------------------------------------------------
Sheehan Pipe Line Construction Company filed an application with
the Bankruptcy Court seeking authority to employ McDonald, McCann,
Metcalf & Carwile, L.L.P., as its counsel.

The Debtor said the services of MMMC under a general retainer are
appropriate and necessary to enable it to execute faithfully its
duties as a Debtor and debtor-in-possession and to formulate,
negotiate, and implement a restructuring or orderly liquidation of
its assets.  

MMMC will be employed to:

  (a) take all necessary or appropriate actions to protect and
      preserve the Debtor's estate, including the prosecution of
      actions on the Debtor's behalf, the defense of any action
      commenced against the Debtor, the negotiation of disputes in
      which the Debtor is involved, and the preparation of
      objections to claims filed against the estate;

  (b) prepare on behalf of the Debtor all necessary and
      appropriate motions, applications, answers, orders,
      reports, and other papers in connection with
      the administration of the estate;

  (c) take all necessary or appropriate actions in connection
      with a Chapter 11 plan and related disclosure statement and
      all related documents, as well as such further actions as
      may be required in connection with the administration of
      the estate, including an orderly liquidation of assets; and

  (d) perform all other necessary legal services in connection
      with this Chapter 11 case.

The principal attorneys expected to represent the Debtor are Gary
M. McDonald, whose standard hourly rate is $350; Chad J. Kutmas,
whose standard hourly rate is $285; and Mary E. Kindelt, whose
standard hourly rate is $225.

Prior to the Petition Date, the Debtor paid MMMC $311,700, of which
$188,841 will be a retainer for the benefit of MMMC.

The Debtor proposes to reimburse MMMC according to its customary
reimbursement policies.

To the best of the Debtor's knowledge, MMMC is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.

                      About Sheehan Pipe Line

Sheehan Pipe Line Construction Company, a contractor that
constructs pipelines in various states across the country, filed a
voluntary petition for relief under Chapter 11 of the U.S.
Bankruptcy Code (Case No. 16-10678) on April 15, 2016, listing
total assets of $90.2 million and total debt of $68.4 million.  The
petition was signed by Robert A. Riess, Sr., as president and CEO.
McDonald, McCann & Metcalf & Carwile, LLP, serves as counsel to the
Debtor.  The case is pending before Judge Terrence L. Michael.


SHEEHAN PIPE LINE: Taps Warley & Co. as Restructuring Consultant
----------------------------------------------------------------
Sheehan Pipe Line Construction Company seeks permission from the
Bankruptcy Court to employ Warley & Company, LLC, as its
restructuring specialist and consultant in connection with the
restructuring its business affairs and the marketing of its assets
for sale.

The primary professionals of Warley representing the Debtor are
expected to be Paul P. Warley, whose standard hourly rate is
currently $400 and Mark Smith whose current hourly rate is $295.  

Warley will seek payment from the Debtor consistent with the
Bankruptcy Code, Federal Rules of Bankruptcy Procedure, and the
Local Rules of the Court.

To the best of the Debtor's knowledge, principals and associates of
Warley do not have any connection with or any interest adverse to
it, its creditors, or any other party-in-interest, or their
respective attorneys and accountants.

                   About Sheehan Pipe Line

Sheehan Pipe Line Construction Company, a contractor that
constructs pipelines in various states across the country, filed a
voluntary petition for relief under Chapter 11 of the United States
Bankruptcy Code on April 15, 2016, listing total assets of $90.21
million and total debt of $68.4 million.  The petition was signed
by Robert A. Riess, Sr., as president and CEO.

McDonald, McCann & Metcalf & Carwile, LLP represents the Debtor as
counsel.  The case is pending before Judge Terrence L. Michael,
Case No. 16-10678.


SIGA TECHNOLOGIES: Inks Employment Agreements with Rose, et al.
---------------------------------------------------------------
SIGA Technologies, Inc., disclosed in a regulatory filing with the
Securities and Exchange Commission that in conjunction with the
effectiveness of the Debtor's Chapter 11 Plan, the Company has
entered into these agreements:

          (A) Amended and Restated Employment Agreements

Upon the Effective Date of the Plan, in connection with the
Company's emergence from bankruptcy, the Company's amended and
restated employment agreements with Eric A. Rose, (the Company's
Chief Executive Officer), Daniel J. Luckshire (the Company's
Executive Vice President and Chief Financial Officer) and Dennis E.
Hruby (the Company's Vice President and Chief Scientific Officer)
became effective. These employment agreements supersede any
employment agreements any of the foregoing individuals had in place
with the Company prior to the effectiveness of the Plan.

              -- Eric A. Rose
                 See http://is.gd/NbF16r

Pursuant to the amended and restated employment agreement with Dr.
Rose (the "Rose Agreement"), the Company has agreed to pay to Dr.
Rose an annual base salary of $787,856, subject to an automatic
increase of three percent (3%) above the amount of his base salary
in effect at the end of the prior calendar year, beginning with
January 1, 2017 and ending on the third (3rd) anniversary of the
occurrence of a Change of Control (as such term is defined in the
employment agreements for each of Dr. Rose, Mr. Luckshire, Dr.
Hruby and Ms. Abrams, as applicable). The compensation committee of
the Company (the "Compensation Committee") may increase Dr. Rose's
base salary by additional discretionary amounts but any such
additional discretionary amounts shall be disregarded when
calculating the amount of any automatic increase in Dr. Rose's base
salary; provided that, no such additional discretionary increase
shall be implemented without the prior written consent of
PharmAthene prior to the date the covenants under the Plan
terminate (the "Plan Covenant Termination Date"). Under the terms
of the Rose Agreement, Dr. Rose is also eligible to receive an
annual cash bonus, the target of which is 100% of his base salary.
In the event of a Change of Control, Dr. Rose shall receive an
annual cash bonus for the year in which the Change of Control
occurs equal to the greater of (i) the target annual bonus for such
year or (ii) the annual bonus determined based upon the applicable
performance criteria and goals for such year, provided that Dr.
Rose remains employed on the last day of such calendar year. The
term of his employment, pursuant to the Rose Agreement, expires at
the end of the one (1) year anniversary from when the agreement
becomes effective and will automatically renew for additional one
(1) year periods unless notice of non-renewal is given; provided,
however, that the agreement shall not automatically renew upon the
expiration of any subsequent term that ends following the third
(3rd) anniversary of the occurrence of a Change of Control.

Pursuant to the Rose Agreement, the following termination and
change in control-related circumstances would trigger payments or
the provision of other benefits:

               * Termination by the Company without cause or by Dr.
Rose for good reason.

               * Termination by the Company without cause or by Dr.
Rose for good reason in the period that begins 90 days prior to the
occurrence of a Change of Control and that ends on the second
anniversary of the occurrence of a Change of Control (the "Change
of Control Period").

               * Termination by the Company for cause or by Dr.
Rose without good reason.

               * Termination by the Company based on Dr. Rose's
death or total disability.

If the Rose Agreement is terminated without cause or if Dr. Rose
terminates his employment for good reason, he will be entitled to
the following: (i) any accrued but unpaid salary for services
rendered through the date of termination; (ii) any vacation accrued
to the date of termination in accordance with Company policy; (iii)
any accrued but unpaid expenses through the date of termination
required to be reimbursed in accordance with his employment
agreement; (iv) any benefits to which he may be entitled upon
termination pursuant to the plans, programs and grants referred to
in his employment agreement in accordance with the terms of such
plans, programs and grants; (v) the continued payment of his salary
for one (1) year; (vi) the payment of any accrued but unpaid annual
bonuses with respect to the prior full calendar year; and (vii) the
Company shall take all such action as is necessary such that all
stock options and other stock-based grants, excluding any equity
grants that may be awarded after the judgment in our PharmAthene
litigation ("PharmAthene Judgment") is satisfied under the Plan in
the event the PharmAthene Judgment is satisfied by delivery to
PharmAthene of one hundred percent (100%) of the Company's equity,
shall, immediately and irrevocably vest and, to the extent
applicable, become exercisable as of the date of termination and
shall remain exercisable for a period of not less than one (1) year
from the date of termination, or, if earlier, the expiration of the
term of such equity award.

If the Rose Agreement is terminated during the Change of Control
Period other than for cause or if Dr. Rose terminates his
employment during the Change of Control Period, for good reason, he
will be entitled to the following: (i) any accrued but unpaid
salary for services rendered through the date of termination; (ii)
any vacation accrued to the date of termination in accordance with
Company policy; (iii) any accrued but unpaid expenses through the
date of termination required to be reimbursed in accordance with
his employment agreement; (iv) any benefits to which he may be
entitled upon termination pursuant to the plans, programs and
grants referred to in his employment agreement in accordance with
the terms of such plans, programs and grants; (v) the continued
payment of his salary for one (1) year; (vi) the payment of any
accrued but unpaid annual bonuses with respect to the prior full
calendar year; (vii) a pro rata portion of the annual bonus for the
year of termination; and (viii) the Company shall take all such
action as is necessary such that all stock options and other
stock-based grants to Dr. Rose shall immediately and irrevocably
vest and, to the extent applicable, become exercisable as of the
date of termination and shall remain exercisable for a period of
not less than one (1) year from the date of termination, or, if
earlier, the expiration of the term of such equity award.

If Dr. Rose's employment is terminated by reason of death or total
disability, for cause or if he voluntarily terminates his
employment without good reason, he (or his estate or beneficiaries)
will be entitled to the following: (i) any accrued but unpaid
salary for services rendered through the date of termination; (ii)
any vacation accrued to the date of termination, in accordance with
Company policy; (iii) any accrued but unpaid expenses through the
date of termination required to be reimbursed in accordance with
his employment agreement; (iv) any benefits to which he may be
entitled upon termination pursuant to the plans, programs and
grants referred to in his employment agreement in accordance with
the terms of such plans, programs and grants; and (v) any accrued
but unpaid annual bonuses with respect to the prior full calendar
year as determined by the Compensation Committee in good faith and
payable in cash in accordance with his employment agreement.

              -- Daniel J. Luckshire
                 See http://is.gd/dmVmqm

Pursuant to the amended and restated employment agreement with Mr.
Luckshire (the "Luckshire Agreement"), the Company has agreed to
pay to Mr. Luckshire an annual base salary of $506,480, subject to
an automatic increase of three percent (3%) above the amount of his
base salary in effect at the end of the prior calendar year,
beginning with January 1, 2017 and ending on the third (3rd)
anniversary of the occurrence of a Change of Control. The
Compensation Committee may increase Mr. Luckshire's base salary by
additional discretionary amounts but any such additional
discretionary amounts shall be disregarded when calculating the
amount of any automatic increase in Mr. Luckshire's base salary;
provided that, no such additional discretionary increase shall be
implemented prior to the Plan Covenant Termination Date without the
prior written consent of PharmAthene. Under the terms of the
Luckshire Agreement, Mr. Luckshire is also eligible to receive an
annual cash bonus, the target of which is 100% of his base salary.
In the event of a Change of Control of the Company, Mr. Luckshire
shall receive an annual cash bonus for the year in which the Change
of Control occurs equal to the greater of (i) the target annual
bonus for such year or (ii) the annual bonus determined based upon
the applicable performance criteria and goals for such year,
provided that Mr. Luckshire remains employed on the last day of
such calendar year. The term of his employment, pursuant to the
Luckshire Agreement, expires at the end of the two (2) year
anniversary from when the agreement becomes effective and will
automatically renew for additional one (1) year periods unless
notice of non-renewal is given; provided, however, that the
agreement shall not automatically renew upon the expiration of any
subsequent term that ends following the third (3rd) anniversary of
the occurrence of a Change of Control.

Pursuant to the Luckshire Agreement, the following termination and
change in control-related circumstances would trigger payments or
the provision of other benefits:

               * Termination by the Company without cause or by Mr.
Luckshire for good reason.

               * Termination by the Company without cause or by Mr.
Luckshire for good reason in the Change of Control Period.

               * Termination by the Company for cause or by Mr.
Luckshire without good reason.

               * Termination by the Company based on Mr.
Luckshire's death or total disability.

If the Luckshire Agreement is terminated or non-renewed without
cause or if Mr. Luckshire terminates his employment for good
reason, he will be entitled to the following: (i) any accrued but
unpaid salary for services rendered through the date of
termination; (ii) any vacation accrued to the date of termination
in accordance with Company policy; (iii) any accrued but unpaid
expenses through the date of termination required to be reimbursed
in accordance with his employment agreement; (iv) any benefits to
which he may be entitled upon termination pursuant to the plans,
programs and grants referred to in his employment agreement in
accordance with the terms of such plans, programs and grants; (v)
the continued payment of his salary for one (1) year; (vi) the
payment of any accrued but unpaid annual bonuses with respect to
the prior full calendar year; and (vii) the Company shall take all
such action as is necessary such that all stock options and other
stock-based grants, excluding any equity grants that may be awarded
after the PharmAthene Judgment is satisfied under the Plan in the
event the PharmAthene Judgment is satisfied by delivery to
PharmAthene of one hundred percent (100%) of the Company's equity,
shall, immediately and irrevocably vest and, to the extent
applicable, become exercisable as of the date of termination and
shall remain exercisable for a period of not less than one (1) year
from the date of termination, or, if earlier, the expiration of the
term of such equity award.

If the Luckshire Agreement is terminated during the Change of
Control Period other than for cause or if Mr. Luckshire terminates
his employment during the Change of Control Period for good reason,
he will be entitled to the following: (i) any accrued but unpaid
salary for services rendered through the date of termination; (ii)
any vacation accrued to the date of termination in accordance with
Company policy; (iii) any accrued but unpaid expenses through the
date of termination required to be reimbursed in accordance with
his employment agreement; (iv) any benefits to which he may be
entitled upon termination pursuant to the plans, programs and
grants referred to in his employment agreement in accordance with
the terms of such plans, programs and grants; (v) the continued
payment of his salary for one (1) year; (vi) the payment of any
accrued but unpaid annual bonuses with respect to the prior full
calendar year; (vii) a pro rata portion of the annual bonus for the
year of termination; and (viii) the Company shall take all such
action as is necessary such that all stock options and other
stock-based grants to Mr. Luckshire shall immediately and
irrevocably vest and, to the extent applicable, become exercisable
as of the date of termination and shall remain exercisable for a
period of not less than one (1) year from the date of termination,
or, if earlier, the expiration of the term of such equity award.

If Mr. Luckshire's employment is terminated by reason of death or
total disability, by the Company for cause or if he voluntarily
terminates his employment without good reason, he (or his estate
and beneficiaries) will be entitled to the following: (i) any
accrued but unpaid salary for services rendered through the date of
termination; (ii) any vacation accrued to the date of termination,
in accordance with Company policy; (iii) any accrued but unpaid
expenses through the date of termination required to be reimbursed
in accordance with his employment agreement; (iv) any benefits to
which he may be entitled upon termination pursuant to the plans,
programs and grants referred to in his employment agreement in
accordance with the terms of such plans, programs and grants; and
(v) payment of any accrued but unpaid annual bonuses with respect
to the prior full calendar year as determined by the Compensation
Committee in good faith and payable in cash in accordance with his
employment agreement.

              -- Dennis E. Hruby
                 See http://is.gd/u7XQQD

Pursuant to the amended and restated employment agreement with Dr.
Hruby  (the "Hruby Agreement"), the Company has agreed to pay to
Dr. Hruby an annual base salary of $562,755, subject to an
automatic increase of three percent (3%) above the amount of his
base salary in effect at the end of the prior calendar year,
beginning with January 1, 2017 and ending on the third (3rd)
anniversary of the occurrence of a Change of Control. The
Compensation Committee may increase Dr. Hruby's base salary by
additional discretionary amounts but any such additional
discretionary amounts shall be disregarded when calculating the
amount of any automatic increase in Dr. Hruby's base salary;
provided that, no such additional discretionary increase shall be
implemented prior to the Plan Covenant Termination Date without the
prior written consent of PharmAthene. Under the terms of the Hruby
Agreement, Dr. Hruby is also eligible to receive an annual cash
bonus, the target of which is 100% of his base salary. In the event
of a Change of Control of the Company, Dr. Hruby shall receive an
annual cash bonus for the year in which the Change of Control
occurs equal to the greater of (i) the target annual bonus for such
year or (ii) the annual bonus determined based upon the applicable
performance criteria and goals for such year, provided that Dr.
Hruby remains employed on the last day of such calendar year. The
term of his employment, pursuant to the Post-Plan Hruby Agreement,
expires at the end of the two (2) year anniversary from when the
agreement becomes effective and will automatically renew for
additional one (1) year periods unless notice of non-renewal is
given; provided, however, that the agreement shall not
automatically renew upon the expiration of any subsequent term that
ends following the third (3rd) anniversary of the occurrence of a
Change of Control.

Pursuant to the Hruby Agreement, the following termination and
change in control-related circumstances would trigger payments or
the provision of other benefits:

               * Termination by the Company without cause or by Dr.
Hruby for good reason.

               * Termination by the Company without cause or by Dr.
Hruby for good reason in the Change of Control Period.

               * Termination by the Company for cause or by Dr.
Hruby without good reason.

               * Termination by the Company based on Dr. Hruby's
death or total disability.

If the Hruby Agreement is terminated or non-renewed without cause
or if Dr. Hruby terminates his employment for good reason, he will
be entitled to the following: (i) any accrued but unpaid salary for
services rendered through the date of termination; (ii) any
vacation accrued to the date of termination in accordance with
Company policy; (iii) any accrued but unpaid expenses through the
date of termination required to be reimbursed in accordance with
his employment agreement; (iv) any benefits to which he may be
entitled upon termination pursuant to the plans, programs and
grants referred to in his employment agreement in accordance with
the terms of such plans, programs and grants; (v) the continued
payment of his salary for two (2) years (except in the case of
non-renewal, in which event such continued payment will be for one
(1) year); (vi) the payment of any accrued but unpaid annual
bonuses with respect to the prior full calendar year; and (vii) the
Company shall take all such action as is necessary such that all
stock options and other stock-based grants, excluding any equity
grants that may be awarded after the PharmAthene Judgment is
satisfied under the Plan in the event the PharmAthene Judgment is
satisfied by delivery to PharmAthene of one hundred percent (100%)
of the Company's equity, shall, immediately and irrevocably vest
and, to the extent applicable, become exercisable as of the date of
termination and shall remain exercisable for a period of not less
than one (1) year from the date of termination, or, if earlier, the
expiration of the term of such equity award.

If the Hruby Agreement is terminated during the Change of Control
Period other than for cause or if Dr. Hruby terminates his
employment during the Change of Control Period for good reason, he
will be entitled to the following: (i) any accrued but unpaid
salary for services rendered through the date of termination; (ii)
any vacation accrued to the date of termination in accordance with
Company policy; (iii) any accrued but unpaid expenses through the
date of termination required to be reimbursed in accordance with
his employment agreement; (iv) any benefits to which he may be
entitled upon termination pursuant to the plans, programs and
grants referred to in his employment agreement in accordance with
the terms of such plans, programs and grants; (v) the continued
payment of his salary for two (2) years; (vi) the payment of any
accrued but unpaid annual bonuses with respect to the prior full
calendar year; (vii) a pro rata portion of the annual bonus for the
year of termination; and (viii) the Company shall take all such
action as is necessary such that all stock options and other
stock-based grants to Dr. Hruby shall immediately and irrevocably
vest and, to the extent applicable, become exercisable as of the
date of termination and shall remain exercisable for a period of
not less than one (1) year from the date of termination, or, if
earlier, the expiration of the term of such equity award.

If the Dr. Hruby's employment is terminated by reason of death or
total disability, for cause or if he voluntarily terminates his
employment without good reason, he (or his estate or beneficiaries)
will be entitled to the following: (i) any accrued but unpaid
salary for services rendered through the date of termination; (ii)
any vacation accrued to the date of termination, in accordance with
Company policy; (iii) any accrued but unpaid expenses through the
date of termination required to be reimbursed in accordance with
his employment agreement; (iv) any benefits to which he may be
entitled upon termination pursuant to the plans, programs and
grants referred to in his employment agreement in accordance with
the terms of such plans, programs and grants; and (v) payment of
any accrued but unpaid annual bonuses with respect to the prior
full calendar year as determined by the Compensation Committee in
good faith and payable in cash in accordance with his employment
agreement.

The foregoing amended and restated employment agreements are filed
as exhibits 10.1, 10.2 and 10.3 hereto, and the description
contained herein of such employment agreements is qualified in its
entirety by reference to the terms contained in the agreements.

          (B) Separation Agreement of William J. Haynes
              See http://is.gd/g8O2cK

On January 5, 2016, the Company entered into a separation agreement
(the "Separation Agreement") with William J. Haynes in connection
with his resignation as the Company's Executive Vice President and
General Counsel. The effectiveness of the Separation Agreement was
conditioned upon the effectiveness of the Plan.

Under the Separation Agreement, the Company has paid to Mr. Haynes
the following bonus amounts:

               * Mr. Haynes' annual bonus for the 2014 calendar
year equal to $119,351, which amount was paid in cash in full after
the Effective Date of the Plan. In the event that in the future the
Compensation Committee decides to restore 2014 bonus pay lost as a
consequence of the Company's chapter 11 case, Mr. Haynes shall not
be treated less favorably than other executives of the Company;

               * Mr. Haynes' annual bonus for the 2015 calendar
year equal to $122,932, or 25% of the target bonus opportunity of
$491,728, which amount was paid in cash in full after the Effective
Date of the Plan. Pursuant to the Separation Agreement, Mr. Haynes
was not treated less favorably than other executives of the Company
with respect to determinations concerning the attainment of the
applicable performance criteria and goals established by the
Compensation Committee and the payment of the 2015 calendar year
bonus.

          (C) Abrams Employment Agreement
              See http://is.gd/KjAbXC

On April 12, 2016 the Company entered into an employment agreement
(the "Abrams Employment Agreement") with Robin Abrams, 52, pursuant
to which she became SIGA's General Counsel and Chief Administrative
Officer.

Prior to joining SIGA, Ms. Abrams had a fourteen-year tenure at
Purdue Pharma L.P., where she served as Vice President and
Associate General Counsel. While at Purdue, Ms. Abrams was Purdue's
primary legal contact with government entities including the U.S.
Department of Justice, U.S. Drug Enforcement Administration and
other federal, state and local authorities.  Ms. Abrams also served
as Purdue's liaison with congressional committees and caucuses that
focused on issues related to Purdue's products, such as abuse and
diversion of opioid pharmaceutical products. Ms. Abrams also
oversaw Purdue's legal regulatory, employment, and government
litigation groups.  Prior to Purdue, Ms. Abrams served as an
Assistant United States Attorney in the Southern District of New
York and prior to that, Ms. Abrams clerked for then-Chief Judge
Jack B. Weinstein, federal District Court, Eastern District of New
York.  Ms. Abrams earned her Juris Doctor degree from New York
University School of Law, and her Bachelor of Arts degree from
Cornell University.

Pursuant to her employment agreement, SIGA agrees to pay to Ms.
Abrams an annual base salary of $700,000, subject to an automatic
increase of three percent (3%) above the amount of her base salary
in effect at the end of the prior calendar year, beginning with
January 1, 2017 and ending on the third (3rd) anniversary of the
occurrence of a Change of Control. The Compensation Committee of
the Company may increase Ms. Abrams' base salary by additional
discretionary amounts but any such additional discretionary amounts
shall be disregarded when calculating the amount of any automatic
increase in Ms. Abrams' base salary; provided that, no such
additional discretionary increase shall be implemented prior to the
date the Company's covenants under the Plan terminate in accordance
with the Plan without the prior written consent of PharmAthene.
Under the terms of her employment agreement, Ms. Abrams is also
eligible to receive an annual cash bonus, the target of which is
100% of her base salary. In the event of a Change of Control of the
Company, Ms. Abrams shall receive an annual cash bonus for the year
in which the Change of Control occurs equal to the greater of (i)
the target annual bonus for such year or (ii) the annual bonus
determined based upon the applicable performance criteria and goals
for such year, provided that Ms. Abrams remains employed on the
last day of such calendar year. The term of her employment expires
at the end of the two (2) year anniversary from when the agreement
becomes effective and will automatically renew for additional one
(1) year periods unless notice of non-renewal is given; provided,
however, that the agreement shall not automatically renew upon the
expiration of any subsequent term that ends following the third
(3rd) anniversary of the occurrence of a Change of Control.

          (D) Severance Arrangement for Robin Abrams

Pursuant to her employment agreement, the following termination and
change of control-related circumstances would trigger payments or
the provision of other benefits:

               * Termination by the Company without cause or by Ms.
Abrams for good reason.

               * Termination by the Company without cause or by Ms.
Abrams for good reason in the Change of Control Period.

               * Termination by the Company for cause or by Ms.
Abrams without good reason.

               * Termination by the Company based on Ms. Abrams'
death or total disability.

If the employment agreement is terminated or non-renewed without
cause or if Ms. Abrams terminates her employment for good reason,
she will be entitled to the following: (i) any accrued but unpaid
salary for services rendered through the date of termination; (ii)
any vacation accrued to the date of termination in accordance with
Company policy; (iii) any accrued but unpaid expenses through the
date of termination required to be reimbursed in accordance with
her employment agreement; (iv) any benefits to which she may be
entitled upon termination pursuant to the plans, programs and
grants referred to in her employment agreement in accordance with
the terms of such plans, programs and grants; (v) the continued
payment of her salary for one (1) year; (vi) the payment of any
accrued but unpaid annual bonuses with respect to the prior full
calendar year; and (vii) the Company shall take all such action as
is necessary such that all stock options and other stock-based
grants, excluding any equity grants that may be awarded after the
PharmAthene Judgment is satisfied under the Plan in the event that
the PharmAthene Judgment is satisfied by delivery to PharmAthene of
one hundred percent (100%) of the Company's equity, shall,
immediately and irrevocably vest and, to the extent applicable,
become exercisable as of the date of termination and shall remain
exercisable for a period of not less than one (1) year from the
date of termination, or, if earlier, the expiration of the term of
such equity award.

If the employment agreement is terminated during the Change of
Control Period other than for cause or if Ms. Abrams terminates her
employment during the Change of Control Period for good reason, she
will be entitled to the following: (i) any accrued but unpaid
salary for services rendered through the date of termination; (ii)
any vacation accrued to the date of termination in accordance with
Company policy; (iii) any accrued but unpaid expenses through the
date of termination required to be reimbursed in accordance with
her employment agreement; (iv) any benefits to which she may be
entitled upon termination pursuant to the plans, programs and
grants referred to in her employment agreement in accordance with
the terms of such plans, programs and grants; (v) the continued
payment of her salary for one (1) year; (vi) the payment of any
accrued but unpaid annual bonuses with respect to the prior full
calendar year; (vii) a pro rata portion of the annual bonus for the
year of termination; and (viii) the Company shall take all such
action as is necessary such that all stock options and other
stock-based grants to Ms. Abrams shall immediately and irrevocably
vest and, to the extent applicable, become exercisable as of the
date of termination and shall remain exercisable for a period of
not less than one (1) year from the date of termination, or, if
earlier, the expiration of the term of such equity award.

If Ms. Abrams' employment is terminated by reason of death or total
disability, by the Company for cause or if she voluntarily
terminates her employment without good reason, she (or her estate
and beneficiaries) will be entitled to the following: (i) any
accrued but unpaid salary for services rendered through the date of
termination; (ii) any vacation accrued to the date of termination,
in accordance with Company policy; (iii) any accrued but unpaid
expenses through the date of termination required to be reimbursed
in accordance with her employment agreement; (iv) any benefits to
which she may be entitled upon termination pursuant to the plans,
programs and grants referred to in her employment agreement in
accordance with the terms of such plans, programs and grants; and
(v) payment of any accrued but unpaid annual bonuses with respect
to the prior full calendar year as determined by the Compensation
Committee in good faith and payable in cash in accordance with her
employment agreement.

          (E) Amended and Restated Certificate of Incorporation

On the Effective Date of the Plan and in accordance with the Plan,
the Company filed an amended and restated certificate of
incorporation (the "Amended and Restated Certificate of
Incorporation"). The Amended and Restated Certificate of
Incorporation contains certain material amendments to the Company's
certificate of incorporation as in effect immediately prior to the
Effective Date of the Plan, including with regards to the
incorporation and adoption of the Plan covenants, incorporation of
provisions related to the potential reconstitution of the company's
Board of Directors, and certain other provisions related to the
cancellation of current stock and the issuance of new stock.

          (F) Amended and Restated By-Laws

On the Effective Date of the Plan and in accordance with the Plan,
the Company adopted amended and restated by-laws (the "Amended and
Restated By-Laws"). The Amended and Restated By-Laws contain
certain material amendments to the Company's by-laws in effect
immediately prior to the Effective Date of the Plan.

                            *     *     *

On December 15, 2015, SIGA Technologies issued a press release
announcing that it had filed with the Bankruptcy Court its proposed
Plan of Reorganization which, if confirmed by the Bankruptcy Court,
would allow SIGA to emerge from chapter 11 while maintaining its
ability to pursue to finality its ongoing litigation with
PharmAthene, Inc., without having to post a bond or other security.
The Plan is supported by the official committee of unsecured
creditors appointed by the U.S. Trustee for the Southern District
of New York in the Chapter 11 Case.

On April 8, 2016, the Bankruptcy Court entered an order confirming
the Plan.  On April 12, 2016, the Plan became effective.

Summary of the material features of the Plan:

               * Prepetition unsecured claims (other than
PharmAthene's claim) will be paid in cash in full.

               * Upon the Effective Date of the Plan, ownership of
existing shares of SIGA's common stock remained unaltered by the
Plan; however, existing shares will be subject to potential future
cancellation (without receipt of any consideration) in the event
that PharmAthene's claim is satisfied though the issuance of newly
issued shares of SIGA stock (option (ii)).

               * Commencing on March 23, 2016, the date of the
Delaware Court of Chancery final order and judgment, SIGA has 120
days (subject to a possible 90 day extension) to select one of the
following options to treat PharmAthene's claim under the Plan: (i)
payment in full in cash of the Company's obligation under the
Delaware Court of Chancery final order and judgment, which is
estimated to be approximately $205 million as of December 31, 2015;
(ii) delivery to PharmAthene of 100% of newly-issued stock of SIGA,
with all existing shares of SIGA's common stock being cancelled
with no distribution to existing shareholders on account thereof;
or (iii) such other treatment as is mutually agreed upon by SIGA
and PharmAthene.

               * The 120 day period can be extended for a maximum
of 90 additional days in exchange for payment by SIGA of $20
million to PharmAthene to be applied to payments to be made under
option (i) set forth above (if selected), and otherwise
nonrefundable.

               * In addition, PharmAthene was paid $5 million on
the Effective Date of the Plan, to be applied to payments to be
made under option (i) set forth above (if selected), and otherwise
nonrefundable.

               * The Plan requires SIGA to comply with certain
affirmative and negative covenants from the Effective Date of the
Plan until the covenants are terminated as provided under the Plan,
and if SIGA breaches any covenant, PharmAthene is entitled to
exercise certain remedies provided in the Plan.

                      About SIGA Technologies

Publicly held SIGA Technologies, Inc., with headquarters in
Madison
Avenue, New York, is a biotech/pharmaceutical company that
specializes in the development and commercialization of solutions
for serious unmet medical needs and biothreats.  SIGA's lead
product is Tecovirimat, also known as ST-246, an orally
administered antiviral drug that targets orthopoxviruses.

SIGA sought Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Case
No. 14-12623) on Sept. 16, 2014, in Manhattan.  The case is
assigned to Judge Sean H. Lane.

The Debtor has tapped Weil, Gotshal & Manges LLP, as counsel, and
Prime Clerk LLC as claims agent.

The Debtor's Chapter 11 plan and disclosure statement are due May
14, 2015.

The Debtor disclosed total assets of $131,669,746 and $7,954,645
in liabilities as of the Chapter 11 filing.

The Statutory Creditors' Committee is represented by Martin J.
Bienenstock, Esq., Scott K. Rutsky, Esq., and Ehud Barak, Esq., at
Proskauer Rose LLP.  The Committee tapped to retain Guggenheim
Securities, LLC, as its financial advisor and investment banker.


SITEONE LANDSCAPE: Moody's Assigns B1 CFR, Outlook Stable
---------------------------------------------------------
Moody's Investors Service assigned a B1 Corporate Family Rating and
a B1-PD Probability of Default Rating to SiteOne Landscape Supply
Holding, LLC, and a B2 rating to the company's proposed $250
million first lien senior secured term loan due 2022.  The rating
outlook is stable.

SiteOne's proposed recapitalization transaction includes a $250
million first lien term loan offering due 2022, the proceeds of
which will be used to fund a $176 million distribution to the
company's existing shareholders, and to repay $61 million of its
existing term loan expiring in 2019 and $5 million of outstanding
borrowings under its $325 million ABL revolving credit facility due
2020.  Approximately $153 million of revolver borrowings will
remain outstanding.

According to Moody's Analyst Natalia Gluschuk, "SiteOne's debt
leverage is relatively high and management is acquisitive, but the
B1 CFR derives support from our expectation that favorable
residential and commercial end market trends will drive organic
growth over the next 12 to 18 months."

These rating actions have been taken:

Issuer: SiteOne Landscape Supply Holding, LLC:

  Corporate Family Rating, assigned a B1;
  Probability of Default Rating, assigned a B1-PD;

Issuers: SiteOne Landscape Supply Holding, LLC and SiteOne
Landscape Supply, LLC (as co-borrowers):

  Proposed $250 million first lien senior secured term loan due
   2022, assigned a B2 (LGD4);

The rating outlook is stable.

All ratings are subject to the execution of the transaction as
currently proposed and Moody's review of final documentation.  The
instrument ratings are subject to change if the proposed capital
structure is modified.

                        RATINGS RATIONALE

The B1 CFR reflects SiteOne's relatively high debt leverage, thin
operating margins, which are common to companies in the
distribution business, aggressive financial policies, including a
shareholder distribution that will be part of the proposed
transaction, as well as long-term risks associated with potential
shareholder-friendly actions given the private equity ownership.
The company's debt-to-EBITDA (Moody's-adjusted) pro forma for the
proposed transaction is estimated at approximately 3.8x and EBITDA
less capex to interest at approximately 3.5x.  The rating reflects
Moody's expectations that these credit metrics will be sustained at
similar levels over the intermediate term, even while the company
grows through acquisitions.  The company's acquisitive growth
strategy could result in higher debt levels, integration
challenges, or present risks associated with acquired businesses
performing below expectations.  The rating also incorporates the
company's exposure to cyclical end markets and the associated
revenue and earnings vulnerability to cyclical declines.  However,
the rating is supported by favorable end market conditions, the
recurring nature of SiteOne's landscape services, the lower
cyclicality of its maintenance and repair work, the company's
national presence, its breadth of product and service offering, and
its diverse customer and supplier base.

The B2 rating on the company's proposed first lien term loan
reflects its less advantaged position in the capital structure
relative to a meaningfully large ABL revolving credit facility that
has a first priority security interest in current assets.

The stable rating outlook reflects favorable trends in the
company's residential and commercial end markets that will drive
solid revenue and earnings growth over the next 12 to 18 months as
the company pursues growth strategies while maintaining leverage
below 4.0x.

The company has an adequate liquidity profile, supported by the
flexibility of the springing financial covenant under its ABL
credit agreement and an extended debt maturity profile, as well as
by the available capacity under its $325 million ABL revolving
credit facility, although it varies seasonally and due to
utilization for acquisitions.  Liquidity, is constrained by the
seasonality of the company's operations, which results in negative
free cash flows during seasonally weaker quarters, as well as by
relatively low cash balances.

The ratings could be upgraded if the company exercises more
conservative financial policies as relates to distributions and
debt-financed acquisitions, maintains organic revenue growth at
stable operating margins, and sustains adjusted debt to EBITDA
comfortably below 3.0x including during periods of growth through
acquisitions.  Additionally, the company would need to maintain a
good liquidity profile, including robust positive free cash flow
generation.

The ratings could be pressured downward if the company experiences
end market weakness and declines in revenues and operating margins,
resulting in adjusted debt to EBITDA approaching 5.0x or EBITDA
less capex to interest coverage declining below 2.0x. A significant
debt-financed acquisition or a shareholder distribution,
acquisition integration challenges, or a weakening in liquidity,
including due to negative free cash flow generation, could also
pressure the ratings.

The principal methodology used in these ratings was Distribution &
Supply Chain Services Industry published in December 2015.

SiteOne, headquartered in Roswell, Georgia and formerly known as
John Deere Landscapes, is a national wholesale distributor of
landscaping supplies in the U.S. and Canada.  The company offers
approximately 90,000 SKUs, including irrigation supplies, landscape
accessories, fertilized and nursery products, hardscapes, and
maintenance supplies.  Its customers include residential and
commercial landscape professionals.  The company is owned by
Clayton Dubilier & Rice and Deere & Company.  In 2015, SiteOne
generated approximately $1.45 billion in revenues.


STALLION OILFIELD: Moody's Lowers CFR to Caa3, Outlook Negative
---------------------------------------------------------------
Moody's Investors Service downgraded Stallion Oilfield Holding
Inc.'s Corporate Family Rating to Caa3 from Caa1, its Probability
of Default Rating to Caa3-PD/LD from Caa2-PD, and it senior secured
rating to Caa3 from Caa1.  The ratings outlook is negative.

The Probability of Default Rating downgrade stems from Stallion's
disclosure that it has repurchased $47 million of its senior
secured term loan $26.8 million in cash at an average price of 57%
of par.  Moody's considers Stallion's repurchase of its term loan
at a deep discount to par as a distressed exchange, which we view
as a default.  As noted above, Moody's appended the Caa3-PD PDR
with an "/LD" designation indicating limited default, which will be
removed three business days thereafter.

"The downgrade of Stallion's CFR and issue ratings reflects the
company's poor cash flow metrics and potentially unsustainable
capital structure," noted John Thieroff, Moody's Vice President.
"The company's announcement that it has retained Akin Gump Strauss
Hauer & Feld LLP to assist it with a review of its strategic
alternatives, combined with a prolonged period of low commodity
prices that has compounded the effect of the company's high
interest burden and weak demand, heightens the risk of further debt
restructuring."

Issuer: Stallion Oilfield Holdings, Inc.

Ratings Downgraded:

  Corporate Family Rating, Downgraded to Caa3 from Caa1
  Probability of Default Rating, Downgraded to Caa3-PD/LD from
   Caa2-PD
  Senior Secured Term Loan Rating, Downgraded to Caa3 (LGD4) from
   Caa1 (LGD3)

Outlook Actions:
  Outlook, Remains Negative

                         RATINGS RATIONALE

Stallion's Caa3 Corporate Family Rating reflects the company's
relatively small size in the oilfield services sector, with
exposure to the highly cyclical onshore drilling activity in the US
and low barriers to entry in its workforce accommodations space.
The rating also reflects Stallion's weak cash flow generation,
driven by sharply reduced demand from upstream exploration &
production (E&P) companies, and elevated financial leverage.  The
current operating environment in which crude oil prices have fallen
sharply is expected to weigh negatively on Stallion's operational
results as exploration and production (E&P) companies continue to
cut back on capital spending levels.  As such, Moody's expects
Stallion to experience substantially weaker EBITDA and weaker
financial leverage metrics into 2018, likely leading to additional
debt restructuring.

As a result of steep declines in utilization rates and the pricing
of Stallions services, Moody's expects EBITDA to fall to break-even
levels, perhaps lower.  Given Moody's expectation for continued
weak oil and natural gas prices through at least 2017, wellsite
service and accommodation demand is likely to remain poor with
material cash flow improvement unlikely before 2018.  Moody's
anticipates Stallion being unable to cover debt service with cash
flow during that period, relying on cash on the balance sheet ($47
million at Dec. 31, 2015, pro forma completion of the term loan
buyback) to cover these obligations along with maintenance level
capital spending.

Moody's views Stallion as having weak liquidity profile through
early 2017, with $47 million in cash and $6.8 million available
under its $50 million asset-based loan (ABL) facility (net of $5.8
million outstanding letters of credit) as of Dec. 31, 2015.  The
facility was undrawn at year-end 2015, however, it is governed by a
springing minimum fixed charge covenant that triggers when
availability is less than $12.5 million.  While Moody's expects
Stallion will not be able to comply with the covenant through early
2017, the company is not expected to utilize the facility to the
extent the covenant would become effective.  The ABL facility and
the company's $375 million term loan both mature in June 2018. The
term loan does have an excess cash flow sweep and $3.75 million in
annual amortization requirements.  Moody's do not expect the
company to generate meaningful levels of cash flow in 2016 or 2017,
given our assumption of continued low oil and gas prices through
the period.

The ABL credit facility is secured by a first-priority lien claim
on Stallion's accounts receivable, inventory, and deposit accounts.
The company's $375 million senior secured term loan has a
first-priority security interest on substantially all of Stallion's
property, plant, and equipment assets, as well as in all of the
capital stock and other equity interests of the company's guarantor
subsidiaries that are not encumbered by the ABL.  Given the
relative size of the revolver and the absence of more junior debt
in the company's capital structure, the term loan's rating is the
same as the Caa3 CFR under Moody's Loss Given Default Methodology.

The negative outlook reflects our expectation that credit metrics
will remain weak over the next 12 to 18 months as a result of
depressed upstream capital spending as well as Stallion's
heightened risk of debt restructuring or a bankruptcy filing.
Ratings could be downgraded if the company's liquidity falls below
$20 million, undertakes a debt restructuring or files for
bankruptcy protection.  While unlikely, an upgrade could be
considered if Stallion improves interest coverage to above 1.2x,
leverage is reduced to under 6x for a sustained period while
maintaining adequate liquidity.

The principal methodology used in these ratings was Global Oilfield
Services Industry Rating Methodology published in December 2014.

Stallion Oilfield Holdings, Inc. is a private oilfield services
company that provides auxiliary services to operators and downhole
service providers in the oil and gas industry.  The company
primarily services onshore activities in the US and operates across
many of the principal domestic oil and gas producing plays, such as
South Texas, Ark-La-Tex, the Gulf Coast, the Bakken, the Permian,
the Mid-Continent, the Rocky Mountains region, Alaska's North Slope
and offshore in the Gulf of Mexico.



STAPLES INC: Fitch Cuts LT Issuer Default Rating to 'BB+'
---------------------------------------------------------
Fitch Ratings has downgraded the Long-term Issuer Default Rating
(IDR) for Staples, Inc. (Staples) to 'BB+' from 'BBB-' and the
Short-term IDR to 'B' from 'F3'. The ratings remain on Rating Watch
Negative pending outcome of the Office Depot acquisition process.
Should the acquisition close, Fitch would expect to rate Staples
within the mid to high 'BB' category.

KEY RATING DRIVERS

Standalone Business Expected to Be Flat at Best

The downgrade reflects continued secular headwinds and competitive
challenges in the office products category, which have pressured
EBITDA since 2012. On a standalone basis, Fitch views Staples as
having limited ability to reverse declines in sales and EBITDA over
the forecast horizon, especially given the heightened threat from
new entrants in the contract stationer business.

Staples has fought a number of challenges in recent years,
including both secular headwinds and strengthened competition. The
ongoing digitalization of the workplace has negatively impacted
sales of core office supplies, ink/toner and paper, which represent
around half of Staples volume. Sales of technology products
(approximately 20% of sales) have been weak due to a slowing
replacement cycle and saturation of key products such as laptops
and tablets. Fitch expects both of these headwinds to continue over
the forecast horizon.

As sales shift online across many retail categories, new
competitors have emerged in the office products category,
pressuring in-store sales across the industry. Since 2012, Staples'
North American retail sales are down approximately 25% (recently
exacerbated by the weak Canadian dollar) and margins of the
combined retail/Staples.com business have contracted from 8.3% to
4.5%. As a result, EBITDA contribution has declined nearly 50% from
$1.2 billion (57% of total) in 2012 to $650 million (45% of total)
in 2015.

Amazon has begun a significant push into office products sales to
contract customers, which will limit market share opportunities for
existing players. Sales and EBITDA to contract customers have been
fairly stable for the last few years underpinning the 'BBB-',
rating but Fitch expects Staples' competitive positioning on a
standalone basis could weaken over time.

In addition to the proposed acquisition of Office Depot, Staples
has undertaken a number of initiatives to combat these challenges.
First, the company has significantly reduced its North American
store base by around 300 units to an expected 1,560 by the end of
2016. Second, the company has refocused selling efforts around
categories including breakroom and janitorial supplies, which are
seeing less secular pressure. Finally, the company has managed its
cost structure through the removal of over $750 million in expenses
over the last three years.

While these efforts have mitigated secular pressures, Staples'
sales and EBITDA have declined each year from their respective
peaks in 2011 of $25 billion and $2.3 billion, respectively. In
2015, sales of $21 billion and EBITDA of $1.4 billion were both 6%
below 2014 levels, with EBITDA margin falling to 6.7% from the 2011
peak of 9%. Fitch believes medium-term EBITDA will remain flat at
best, likely within the $1.2-$1.4 billion range, as industry
challenges persist.

Given the above EBITDA expectations, adjusted leverage is expected
to trend in the 3.2 - 3.4x range over the forecast horizon, which
Fitch views as representative of a 'BB+' rating for a secularly
challenged retailer.

Combined Business Would be Stronger but Highly Levered

The Rating Watch Negative on Staples reflects the uncertain outcome
of the acquisition process of Office Depot, which would increase
pro forma leverage to near 5.0x upon consummation given $4.25
billion of incremental debt issued for Office Depot shares. The
incremental debt will include a $2.5 billion term loan and $1.75
billion drawn on the company's new $3 billion revolver. This is a
slight change in mix from prior expectations of a $2.75 billion
term loan and $1.5 billion drawn on the revolver.

Should the acquisition close, Fitch would expect to rate Staples
within the mid to high 'BB' category, depending on asset
dispositions and updated views on timing of synergies and debt
reduction. Staples ability to maintain the current 'BB+' rating
would require Fitch to be comfortable with the company's ability to
reduce leverage below 3.5x within 36 months following the close of
the acquisition.

Pro forma for the Office Depot acquisition, Staples had EBITDA of
approximately $2.2 billion in 2015, unadjusted for any disposals
required to consummate the transaction. Assuming Staples realizes
50%-70% of the planned $1 billion in net synergies within three
years of the transaction close, EBITDA is expected to be in the
range of $2.6 - $2.8 billion vs. $2.2 billion pro forma 2015
EBITDA. Adjusted leverage could decline from close to 5.0x pro
forma toward the mid-to-high 3.0x range within 36 months from
transaction close, assuming FCF is used towards debt reduction.

The 'BBB-' ratings of the bank facilities reflects their senior
secured position in the capital structure. The ABL revolver is
secured by a first lien on receivables and inventories and a second
lien on the term loan priority collateral. The term loan is secured
by property and equipment, intellectual property, and equity
interests in restricted subsidiaries, and a second lien on the ABL
priority collateral. Both facilities would be expected to receive a
full recovery, resulting in an 'RR1' Recovery Rating with the
ratings capped at 'BBB-' in accordance with Fitch's criteria given
the expectation that Staples' IDR would be 'BB' or 'BB+'.

KEY ASSUMPTIONS

Standalone Staples:

-- Fitch expects flattish annual sales around $20 billion over
    the forecast horizon, with EBITDA ranging between $1.2 - $1.4
    billion on modest margin declines.
-- Projected free cash flow after dividends (FCF) of $300 million

    in 2016 will be used for merger-related debt issuance expenses

    of $100 - $150 million and merger breakup fees of $250
    million. FCF is expected to remain in the $300 million range
    annually and could be used to restart the company's share
    buyback program.
-- Adjusted leverage is expected to remain in the 3.2x-3.4x
    range.

Combined Staples/Office Depot Entity:

-- Sales are expected to be close to pro forma levels of around
    $35 billion over the forecast horizon, assuming no further
    divestitures are required.
-- Assuming Staples realizes 50%-70% of the planned $1 billion in

    net synergies within three years of the transaction close,
    EBITDA is expected to be in the range of $2.6 - $2.8 billion
    vs. $2.2 billion pro forma EBITDA in 2015.
-- FCF is expected to grow from $700 million in 2017 to $1
    billion by 2019, depending on timing of restructuring charges.

    Fitch expects Staples to use FCF for debt reduction. As a
    result, adjusted leverage could decline from close to 5.0x pro

    forma toward the mid-to-high 3.0x range within 36 months from
    transaction close.

RATING SENSITIVITIES

Fitch would expect to rate Staples' IDR in the mid to high 'BB'
category assuming the merger closes. Staples ability to maintain
the current 'BB+' rating would require Fitch to be comfortable with
the company's ability to reduce leverage below 3.5x within 36
months following the close of the acquisition.

If the merger is terminated, future developments that may,
individually or collectively, lead to a negative rating action
include continued negative sales and margin trends and declines in
EBITDA that drive adjusted leverage above the mid-3x range.

Future developments that may, individually or collectively, lead to
a positive rating action include a stabilization of top-line
trends, the resumption of positive EBITDA momentum, and maintenance
of adjusted debt/EBITDAR at or under 3x.

LIQUIDITY

The company had adequate liquidity at Jan. 30, 2015, comprised of
$825 million in cash and full availability on its $1 billion
revolving credit facility.

FULL LIST OF RATING ACTIONS

Fitch has downgraded the following ratings:

Staples, Inc.
-- Long-term IDR to 'BB+' from 'BBB-';
-- $1 billion unsecured revolving credit facility to 'BB+/RR4'
    from 'BBB-';
-- Senior unsecured notes to 'BB+/RR4' from 'BBB-';
-- Short-term IDR to 'B' from 'F3';
-- Commercial paper to 'B' from 'F3'.

The ratings remain Rating Watch Negative. Given the Watch is
related to a merger, Fitch would review the company at the earlier
of the close of the merger process or 12 months.

In addition, Fitch has affirmed the following ratings:

-- $3 billion secured revolving credit facility at 'BBB-/RR1';
-- $2.5 billion secured term loan at 'BBB-/RR1'.



STARR PASS: Files Rule 2015.3 Periodic Report
---------------------------------------------
Starr Pass Residential LLC filed a report with the U.S. Bankruptcy
Court in Arizona disclosing that it holds 100% stake in Star Pass
Realty LLC as of Jan. 1, 2016.

The report was filed pursuant to Bankruptcy Rule 2015.3, which
required the company to disclose the value, operations and
profitability of entities in which it holds a substantial or
controlling interest.  

The report is available without charge at http://is.gd/pD0Ceh

                   About Starr Pass Residential

Starr Pass Residential LLC filed a Chapter 11 bankruptcy petition
(Bankr. D. Ariz. Case No. 14-09117) on June 12, 2014.  Christopher
Ansley signed the petition as authorized officer.  Gust Rosenfeld,
P.L.C., serves as the Debtor's counsel.  The Debtor disclosed total
assets of $7.40 million and liabilities of $146 million.

The bankruptcy case was reassigned to Judge Eileen W. Hollowell
because Judge Brenda Moody Whinery recused herself from hearing any
matter on the Chapter 11 proceeding.

                            *    *    *

The U.S. Trustee for Region 14 informed the Bankruptcy Court that
it was unable to appoint creditors form the Official Committee of
Unsecured Creditors for the Chapter 11 case of Starr Pass
Residential LLC because an insufficient number of persons holding
unsecured claims against the Debtor have expressed interest in
serving on a committee.


STATION CASINOS: S&P Puts 'B' CCR on CreditWatch Positive
---------------------------------------------------------
Standard & Poor's Ratings Services said it placed all ratings,
including its 'B' corporate credit rating, on Las Vegas-based
Station Casinos LLC (Station) on CreditWatch with positive
implications.

"The CreditWatch listing reflects our opinion that a successful IPO
would reduce the risk that Station would incur additional leverage
to buy out minority equity holders, including affiliates of
Deutsche Bank, as an IPO would provide these holders with an
alternative path to sell down their ownership over time," said
Standard & Poor's credit analyst Stephen Pagano.

Red Rock Resorts, which will be the ultimate parent of Station
Casinos LLC, plans to raise approximately $496 million (assuming it
sells approximately 27 million shares at the midpoint of the price
range assumed in the filing and excluding the underwriters option
to buy additional shares) in the IPO.

In resolving the CreditWatch listing, S&P will monitor the
company's progress in completing the IPO.  In the event the company
successfully completes its IPO as outlined, S&P will likely raise
the corporate credit rating two notches to 'BB-' and all
issue-level ratings two notches in line with the corporate credit
rating upgrade.  S&P expects to resolve the CreditWatch listing
within the next several weeks.



SWIFT ENERGY: Kor Ferry Approved as Executive Search Advisors
-------------------------------------------------------------
The Hon. Mary F. Walrath of the U.S. Bankruptcy Court for the
District of Delaware authorized Swift Energy Company, et al., to
employ Kor Ferry International, Inc., as executive search advisors,
nunc pro tunc to Feb. 2, 2016.

Korn Ferry will provide executive search services as the Debtors
deem appropriate and feasible in the course of the cases,
including, but not limited to:

   a) identify qualified candidates based on defined criteria;
   b) screen and interview candidates;
   c) present Swift with information on the best-qualified
candidates;
   d) conduct reference checks on successful candidates; and
   e) facilitate offer negotiations.

The services to be provided by Korn Ferry to the Debtors, which are
specialized in nature, will not be duplicative of those provided by
any of the Debtors' other professionals, and Korn Ferry will
coordinate any services performed at the Debtors' request with the
Debtors' professionals, including financial advisors and counsel,
as appropriate, to avoid duplication of effort.

The Debtor is authorized to pay fees and reimburse expenses.  The
Debtors have agreed to pay Korn Ferry under the fee and expense
structure (the "Fee Structure"):

   a) Korn Ferry's placement fees will be fixed at $275,000 for the
Non-Executive Chairman and $100,000 for each board seat.

   b) Korn Ferry will bill the Debtors a one-time, non-contingent
and non-refundable creditable retainer of $150,000.

   c) in addition to their fees, Korn Ferry will also be reimbursed
for all reasonable and necessary administrative support and
research services.  These expenses will be billed and capped at 10%
of the Retainer Fee and billed in installments with
the two Retainer Fee installment payments.

   d) if the Retainer Fee has been fully invoiced prior to the
completion of the assignment, no further fees will be billed until
the engagement has been concluded, but Korn Ferry will continue to
bill direct, out-of-pocket expenses monthly.

   e) at the conclusion of each search assignment, Korn Ferry will
reconcile any outstanding fees, i.e., the difference between the
Retainer Fee and the Aggregate Placement Fees.

   f) in the event, within one year of the anniversary of the
Engagement Letter, that any candidate interviewed in person by
Swift Energy is engaged as an executive of the Debtors, a fixed fee
of $100,000 will be due for each individual hired.

The first installment of the Retainer Fee in the amount of $100,000
is due and payable upon Bankruptcy Court approval of the Engagement
Letter.  Billing for the second installment of the Retainer Fee in
the amount of $50,000 will be rendered 30 days after the date of
entry of the Bankruptcy Court's order approving the Engagement
Letter. The billings are due and payable upon receipt.  Upon
completion of Korn Ferry's engagement, the Aggregate Placement Fees
to be paid shall be reduced by the Retainer Fee paid by the
Debtors.

None of the fess payable to Korn Ferry will contitute a bonus or
fee enhancement under applicable law.

To the best of the Debtors' knowledge, Korn Ferry is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

                       About Swift Energy

Headquartered in Houston, Texas, Swift Energy Company is an
independent energy company engaged in the exploration,
development,
production and acquisition of oil and natural gas properties.  Its
primary assets and operations are focused in the Eagle Ford trend
of South Texas and the onshore and inland waters of Louisiana.

Swift Energy Company and eight of its affiliates filed Chapter 11
bankruptcy petitions (Bankr. D. Del. Case Nos. 15-12669 to
15-12677) on Dec. 31, 2015, with a Chapter 11plan of Reorganization
that, among other things, exchanges the approximately $905.1
million outstanding on account of senior notes obligations for 96%
of the common equity in the Reorganized Debtors.

The petitions were signed by Alton D. Heckaman, Jr., the executive
vice president and CFO.  Judge Mary F. Walrath is assigned to the
cases.

Swift Energy Company disclosed total assets of $416,358,243 plus an
undetermined amount and total liabilities of $1,233,022,421 plus an
undetermined amount.  Other Debtors disclosed total assets of $1.02
billion and total debt of $1.34 billion as of Sept. 30, 2015.

The Debtors engaged Jones Day as general counsel; Richards, Layton
& Finger, P.A., as local counsel; Lazard Freres & Co, LLC as
investment banker; Alvarez & Marsal North America LLC as financial
advisor; and Kurtzman Carson Consultants LLC as claims and
noticing agent.

Reed Smith LLP represents the committee.


TAVERNA OUZO: Court Extends Plan Exclusivity to Aug. 14
-------------------------------------------------------
At the behest of Taverna Ouzo Group, Inc., Judge Michael B. Kaplan
of the U.S. Bankruptcy Court for the District of New Jersey ruled
that:

     1. The Debtor's exclusive period within which to file a plan
of reorganization is extended from April 14, 2016 to and including
Aug. 14, 2016.

     2. The Debtor's exclusive period within which to solicit
acceptances to a plan is extended from June 13, 2016 to and
including Oct. 13, 2016.

Taverna Ouzo Group, Inc. filed a Chapter 11 petition (Bankr. D.N.J.
Case No. 15-21509) on June 19, 2015, and is represented by Brian W.
Hofmeister, Esq. -- bwh@hofmeisterfirm.com -- at the Law Firm of
Brian W. Hofmeister, LLC.


TEEKAY CORP: Moody's Lowers CFR to B3, on Review for Downgrade
--------------------------------------------------------------
Moody's Investors Service downgraded the ratings of Teekay
Corporation: Corporate Family Rating to B3 from B2 and senior
unsecured debt rating to Caa1 from B3.  The ratings are under
review for further downgrade.  Moody's also affirmed the
Speculative Grade Liquidity rating of SGL-4.

Moody's has taken these actions:

Issuer: Teekay Corporation:

  Corporate Family Rating, downgraded to B3 under review for
   downgrade, from B2;

  Senior Unsecured Bond/Debentures due 2020, downgraded to Caa1
   under review for downgrade, from B3;

  Speculative Grade Liquidity rating, affirmed at SGL-4.

  Outlook, Changed To Rating Under Review From Negative

                         RATINGS RATIONALE

The rating downgrades reflect unaddressed upcoming debt maturities
at the Parent and refinancing needs at the operating subsidiaries
(including two master limited partnerships, MLPs) in an environment
of tightening access to the capital markets, which could continue
for some time.  The downgrades also reflect Moody's expectation of
a weaker liquidity profile at Teekay, underpinned by the
lower-than-anticipated cash flows to the Parent (from the MLPs),
due to the impact of depressed underlying energy markets and capex
funding needs, and reducing revolvers at the company's operating
subsidiaries.  Distributions to the Parent are not contractually
required but have provided support to the rating. The prospects of
the near-term recoveries of market values to restore asset coverage
of Parent-level debt closer to historical levels is unlikely.

The review will focus on: (i) Teekay's execution of its
parent-level maturities and near-term group refinancing and capital
plans on a timely basis; (ii) the Parent's liquidity profile and
coverage of its debt obligations; and (iii) the prospects for the
subsidiaries' cash flow generation to support Parent and
consolidated debt reduction, in the face of continued weakness in
the underlying energy markets and meaningful project funding
needs.

The SGL-4 Speculative Grade Liquidity rating reflects Moody's
expectation of a continued weak stand-alone cash flow profile and
reduced financial flexibility of the Parent.  The rating
anticipates more modest cash balances at the Parent and considers
the limited availability under its revolving facility and its
near-term refinancing risks.  Moody's estimates that the Parent's
cash balance has declined since the year-end 2015 level of
approximately $200 million but should cover the nearest debt
maturity of about $70 million (May 2016), if it is not refinanced
prior to its maturity.  However, doing so would further tighten the
Parent's liquidity position and diminish its ability to cover its
G&A expenses and debt service requirements.

Successful execution of the asset disposal strategy such that
Teekay Parent substantially reduces its debt so that Debt to EBITDA
approaches 4.0 times, coupled with an increase in the MLP
distributions to a level that would enable Teekay Parent to
comfortably cover its G&A and debt obligations, could provide
positive ratings momentum.  Moody's foresees no upwards pressure on
the ratings near term.

The ratings could be downgraded if: (i) Moody's expects cash at
Teekay Parent to be meaningfully lower than $200 million on a
sustained basis, or if upcoming debt maturities at the Parent or
the subsidiaries are not refinanced on a timely basis; or (ii)
Parent does not fully transfer or repay the secured debt associated
with each of its vessels upon their disposal; (iii) there is a
suspension or further decline in the cash distributions received by
Parent or an increase in its funded debt; or (iv) if declines in
the market capitalizations of the MLP subsidiaries are sustained,
thereby pressuring the market prices of the Parent's limited or
general partnership units.  Shareholder-friendly actions that
compromise debt-holder interests could also result in a downgrade.

The principal methodology used in these ratings was Global Shipping
Industry published in February 2014.

Teekay Corporation, a Marshall Islands Corporation headquartered in
Bermuda with executive offices in Vancouver Canada, is an
operational leader and project developer in the marine midstream
space.  Through its general partnership interests in two master
limited partnerships (MLPs), Teekay LNG Partners L.P. (NYSE: TGP,
unrated ) and Teekay Offshore Partners L.P. (NYSE: TOO, unrated),
its controlling ownership of Teekay Tankers Ltd. (NYSE: TNK,
unrated) and its fleet of directly-owned vessels and offshore
units, Teekay is responsible for managing and operating
consolidated vessel assets with a book value of about $9.4 billion,
comprised of 220 liquefied gas, offshore, and conventional tanker
assets, including vessels on order or under conversion, and
ownership interests in a number of joint ventures. Teekay provides
a comprehensive set of marine services to the world's leading oil
and gas companies.  It and its subsidiaries have common management
and the subsidiaries have conflict committees to assure
transactions between the group's various units are conducted at
arm's length.  The company reported consolidated revenue of
approximately $2.4 billion for the twelve months ended Dec. 31,
2015.


TIMOTHY WRIGHT: Exclusive Solicitation Period Extended to June 30
-----------------------------------------------------------------
Judge Brenda K. Martin of the U.S. Bankruptcy Court for the
District of Arizona granted the request of debtor Timothy Wright
for entry of an order extending the
exclusive period to solicit acceptance of a plan through June 30,
2016.  

The exclusive period for the Debtor to solicit acceptances of a
plan is extended to June 30, 2016.  The Objection filed by Stabilis
Fund II, LLC, is overruled.

Timothy R Wright filed a Chapter 11 petition (Bankr. D. Ariz. Case
No. 15-11190) on September 1, 2015.  He is represented by:

     Talitha Gray Kozlowski, Esq.
     Teresa Pilatowicz, Esq.
     GARMAN TURNER GORDON
     E-mail: tgray@gtg.legal
             tpilatowicz@gtg.legal
     2415 E. Camelback Rd., Suite 700
     Phoenix, AZ 85016
     Telephone (725) 777-3000


TRONOX LTD: S&P Lowers CCR to 'B+' on Expected Weaker Performance
-----------------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its corporate
credit rating, on Tronox Ltd. to 'B+' from 'BB-'.  The outlook is
negative.

S&P also lowered its issue-level rating on Tronox's senior secured
debt one notch to 'BB' from 'BB+'.  The recovery rating on the
company's senior secured debt is unchanged at '1', reflecting S&P's
expectation of very high recovery (90%-100%) if a default occurs.
At the same time, S&P lowered its issue-level rating on the
company's senior unsecured debt to 'B' from 'B+'.  The recovery
rating on the unsecured debt is unchanged at '5', reflecting our
expectation of modest (upper half of the 10%-30% range) recovery if
a default occurs.

"The ratings on Tronox reflect our assessment of the company's
business risk profile as fair and its financial risk profile as
highly leveraged," said Standard & Poor's credit analyst Sebastian
Pinto-Thomaz.  "We believe the 2015 acquisition of the alkali
chemicals business from FMC Corp. modestly improves the company's
business profile by increasing diversity and providing additional
earnings and cash flow stability, but we continue to assess
Tronox's business risk profile as fair," he continued.

Tronox funded the 2015 transaction entirely with cash, increasing
leverage, and stretching the company's credit measures beyond the
level S&P would expect for an aggressive financial risk profile. At
the time, S&P anticipated a greater improvement in 2016 credit
measures.  Although S&P continues to believe credit measures will
improve in 2016, it do not envisage them improving to levels
appropriate for an aggressive financial risk profile.  S&P expects
credit measures in 2016 will be appropriate for the highly
leveraged financial risk profile, including a funds from operations
(FFO) to total debt ratio below 12%.  S&P assumes that 2016 EBITDA
will be higher than 2015 EBITDA (pro forma for 12 months of the
alkali operation) in S&P's base case because of improved pricing
for titanium dioxide (TiO2), but not as quickly as originally
anticipated.

S&P assumes that operating performance in 2016 will benefit
modestly from recently announced price increases for the company's
key product, TiO2.  Although improvements to pricing could occur in
2016, market conditions remain uncertain, and S&P do not factor
further strengthening into pricing.  S&P's previous assumptions
were for a stronger recovery in the TiO2 markets in 2016, but S&P
is still observing signs of overcapacity and slow demand growth.
Still, recent price increase announcements are early signs of a
possible steady revival of the sector from the lows achieved in
2015.

The negative outlook reflects the risk that Tronox's credit
measures do not improve as much as anticipated over the next two
years.  S&P's assumption is that EBITDA and FFO will improve in
2016 relative to 2015 and continue to improve beyond 2016 as the
company benefits from an uptick in the TiO2 sector in pricing
terms.  S&P believes Tronox's vertical integration will position it
well relative to other competitors in the TiO2 and Alkali segments
over the next 12 months.  S&P believes that the TiO2 market will
continue to be volatile in the future and that TiO2 will remain a
majority contributor to Tronox's EBITDA.  S&P does not assume any
acquisitions and its base case expectations for the next 12 months
are for the adjusted FFO/debt ratio to be below 12%.


VENOCO INC: April 21 Final Hearing on $35MM DIP Financing Request
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware granted, on
an interim basis, Venoco, Inc., et al.'s motion for authority to
obtain postpetition financing, to utilize cash collateral, and
grant adequate protection to prepetition secured parties.

The Debtors have sought authority Court to enter into a senior
secured superpriority non-amortizing delayed draw term loan
facility in an aggregate principal amount of up to $35 million with
the debtor-in-possession lenders, which are funds managed by Apollo
Capital Management L.P. or its affiliates.

According to the Debtors, the cash Collateral and proceeds from the
DIP Financing, will be used to (a) fund the day-to-day operation of
the Debtors' businesses; (b) fund the expenses necessary to
preserve the value of their oil and gas assets; (c) pay adequate
protection payments; and (d) fund these Chapter 11 cases.

Wilmington Trust, National Association, serves as administrative
agent under the DIP Agreement.  The DIP Agreement has a scheduled
termination date of Dec. 31, 2016.

Term Loans will bear interest, at the option of Venoco, at one of
the following rates:

  (i) the Applicable Margin plus the Base Rate, payable monthly in
      arrears; or

(ii) the Applicable Margin plus the current LIBO Rate as quoted
      by the Administrative Agent, adjusted for reserve
      requirements, if any, and subject to customary change of
      circumstance provisions, for interest periods of one, two,
      three or six months, payable at the end of the relevant
      interest period, but in any event at least quarterly;
      provided that the LIBO Rate in respect of Term Loans
      shall be not less than 1.00% per annum.

"Applicable Margin" means (1) 9.00 % per annum, in the case of
Base
Rate loans and (y) 10.00% per annum, in the case of LIBO Rate
loans.

"Base Rate" means the highest of (i) the Administrative Agent's
base rate, (ii) the Federal Funds Effective Rate plus 1/2 of 1%
and
(iii) the LIBO Rate for an interest period of one month plus
1.00%,
provided that in no event shall the Base Rate be less than 2.00%.

There will be an additional interest of 2% per annum during the
continuance of an event of default.

The Court will commence a hearing on April 21, 2016, at 10:00 a.m.
(ET), to consider final approval of the Motion.  Objections are due
on April 14, 2016.

A full-text copy of the Interim DIP Order dated March 21, 2016,
with Budget is available at
http://bankrupt.com/misc/VENOCOdipord0321.pdf

                          About Venoco

Headquartered in Denver, Colorado, Venoco, Inc., Denver Parent
Corporation, TexCal Energy (LP) LLC, Whittier Pipeline Corporation,
TexCal Energy (GP) LLC, Ellwood Pipeline, Inc., and TexCal Energy
South Texas, L.P. are independent energy companies primarily
focused on the acquisition, exploration, production and development
of oil and gas properties in California.  As of the Petition Date,
the Debtors held interests in approximately 72,053 net acres in
California, of which 48,836 are developed.

Venoco, Inc., et al., filed Chapter 11 bankruptcy petitions (Bankr.
D. Del. Proposed Lead Case No. 16-10655) on March 18, 2016.  Scott
M. Pinsonnault signed the petition as chief financial officer and
chief restructuring officer.

The Debtors estimated assets in the range of $100 million to $500
million and debts in the range of $500 million to $1 billion.

The Debtors have hired Morris, Nichols, Arsht & Tunnell, LLP and
Bracewell LLP as counsel; PJT Partners LP as financial advisor;
Deloitte LLP as restructuring advisor; Ernst & Young LLP as
independent auditor and tax advisor; and BMC Group, Inc. as notice,
claims and balloting agent.

Hon. Kevin Gross has been assigned the cases.


VENOCO INC: Court OKs Joint Administration of Chapter 11 Cases
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware directed the
joint administration of the Chapter 11 cases of Venoco, Inc., et
al., for procedural purposes only.

The cases will be jointly administered under the Chapter 11 case of
Venoco, Inc., Case No. 16-10655.

                          About Venoco

Headquartered in Denver, Colorado, Venoco, Inc., Denver Parent
Corporation, TexCal Energy (LP) LLC, Whittier Pipeline Corporation,
TexCal Energy (GP) LLC, Ellwood Pipeline, Inc., and TexCal Energy
South Texas, L.P. are independent energy companies primarily
focused on the acquisition, exploration, production and development
of oil and gas properties in California.   As of the Petition Date,
the Debtors held interests in approximately 72,053 net acres in
California, of which 48,836 are developed.  As of the Petition
Date, the Debtors employed approximately 160 people.

The Debtors were founded by Timothy M. Marquez in Carpinteria,
California in 1992.  In January 2012, Denver Parent Company, an
affiliate of Mr. Marquez, who then owned 50% of the outstanding
shares of Venoco common stock, took the company private again by
acquiring all of the outstanding common stock for $12.50 per
share.

After going private in January 2012, the Debtors were left with
significant debt obligations, which in 2012 exceeded $845 million,
as disclosed in filings with the Court.  Between 2012 and 2014,
the
Debtors completed a number of asset sales, generating over $470
million in net proceeds for capital expenditures and for paydowns
of the debt.

Venoco, Inc., et al., filed Chapter 11 bankruptcy petitions (Bankr.
D. Del. Proposed Lead Case No. 16-10655) on March 18, 2016.  The
Debtors estimated assets in the range of $100 million to $500
million and debts of up to $1 billion.  Hon. Kevin Gross has been
assigned the cases.

The Debtors have hired Morris, Nichols, Arsht & Tunnell, LLP and
Bracewell LLP as counsel; PJT Partners LP as financial advisor;
Deloitte LLP as restructuring advisor; Ernst & Young LLP as
independent auditor and tax advisor and BMC Group, Inc. as notice,
claims and balloting agent.


VENT ALARM: Court Refuses to Stay Bird Contract Assumption Order
----------------------------------------------------------------
Judge Mildred Caban Flores of the U.S. Bankruptcy Court for the
District of Puerto Rico denied Bird Group, LLC, and Putnam LAC
Holding, LLC's motion for stay pending appeal of the order
authorizing Vent Alarm Corporation to assume a contract relating to
the Ciudadela Project, a mixed-use residential, retail, office and
parking real estate project.

According to the judge, Bird and Putnam are unlikely to succeed on
appeal because there are no material defaults on the Debtor's part.
Any delay in the projected schedules does not constitute an
incurable non-monetary default because the Debtor may be able to
cure the delay in the course of the construction project, the judge
said.  The Debtor, the judge noted, has provided adequate assurance
through payment and performance bonds as well as a postpetition
financing agreement with United Surety and Indemnity Company.

Moreover, the judge pointed out that a brief review of the
remaining factors reflects that Bird, Putnam and Debtor will be
caused harm if the executory contract is stayed because it will
delay the Debtor and other subcontractor's performance, thus
adversely affecting the entire project's schedule and projected
substantial completion date.

A full-text copy of Judge Caban Flores's April 18, 2016, Opinion
and Order is available at http://bankrupt.com/misc/VACop0418.pdf

Vent Alarm Corporation, dba Valcor, aka Samcor Valcor, sought
Chapter 11 bankruptcy protection (Bankr. D.P.R. Case No. 15-09316)
on Nov. 24, 2015.  The Debtor's counsel is Alexis Fuentes
Hernandez, Esq., at Fuentes Law Offices, LLC, in San Juan, Puerto
Rico.  The Debtor has assets totaling $7.95 million and liabilities
totaling $7.55 million.  The petition was signed by Fernando Sosa,
president.


VESTIS RETAIL: Asks Court to Approve $125-Mil. DIP Financing
------------------------------------------------------------
Vestis Retail Group, LLC, et al., seek authority from the
Bankruptcy Court to obtain a $125 million senior secured
superpriority revolving credit facility from Wells Fargo Capital
Finance, LLC and Bank of America, N.A., as DIP lenders.  The
Debtors also seek permission to use cash collateral of the
prepetition secured parties.

As previously reported, the Debtors have filed these cases to
implement a sale of substantially all of their assets.  To that
end, the Debtors have executed an asset purchase agreement with
Vestis BSI Funding II, LLC, as third lien administrative agent (an
affiliate of Capital Management, LLC, the Debtors' current equity
sponsor), subject to higher and better bids, and have commenced the
Store Closing Sales.  Pending approval of a sale of substantially
all of their assets by the Court, the Debtors intend to operate
their business in the ordinary course and continue the store
closing sales.

According to Robert F. Poppiti, Jr., Esq., at Young Conaway
Stargatt & Taylor, LLP, the proposed financing and the use of cash
collateral will provide the Debtors with the necessary capital with
which to operate their business, including funding their
obligations to employees, and to preserve their business for the
benefit of their estates and creditors pending the outcome of the
sale process.

"Without the proposed credit facility and access to cash
collateral, the Debtors will not have any liquidity, among other
things, to operate their business, fund their ordinary course
expenditures, including paying their over 4,000 employees, or to
pay the expenses necessary to administer these chapter 11 cases,"
said Mr. Poppiti.

The Credit Facility will mature on the earliest to occur of (a)
Aug. 18, 2016, (b) 30 days after the entry of the Interim Order if
the Final Order has not been entered prior to the expiration of
such 30 day period, (c) the effective date of a plan of
reorganization filed in the Cases pursuant to an order entered by
the Court, (d) the consummation of the sale or sales of all or
substantially all of the Debtors' assets and properties, (e) the
date the Court orders the conversion of the Case of any Debtor to a
Chapter 7 liquidation, (f) the date the Loan Agreement is otherwise
terminated for any reason whatsoever pursuant to the terms of the
Ratification Agreement and (g) subject to the Interim Order or
Final Order, as applicable, the acceleration of the Obligations or
termination of the Commitments under the Loan Agreement, including
without limitation, as a result of the occurrence of an Event of
Default.

For the revolving loans, interest rate is equal to the base rate
plus 3.5% per annum.  During an event of default, interest will
accrue an additional 2% per annum.

The Loan Agreement requires the Debtors to, among other milestones,
consummate the 363 Sale on or before the 81st day following the
Petition Date.

The proposed interim order affirms the right of the Agent, and,
subject to entry of the Final Order, the Pre-Petition Term
Agent and Third Lien Agent to credit bid.

The Debtors disclosed that the Pre-Petition Term Lenders and Third
Lien Lenders consent to their use of property, including cash
collateral, on the terms of the Loan Agreement and proposed DIP
Orders.  The Debtors said that the Pre-Petition Term Lenders and
Third Lien Lenders will be adequately protected through the grant
of adequate protection, which adequate protection they have
consented to.

                       About Vestis Group

Headquartered in Meriden, Connecticut, Vestis Retail Group, LLC, et
al., operate 144 retail stores, which are located in 15 states.
Bob's Stores operates 36 stores throughout New England, New York,
and New Jersey.  Eastern Mountain Sports operates 61 stores,
located primarily in the Northeastern states.  Sport Chalet
operates 47 stores throughout California, Arizona, and Nevada.
Bob's Stores and EMS primarily operate stores located in the
Northeastern states, while Sport Chalet's stores, which are
currently being liquidated, are located in the Western states.

Prior to the Petition Date, each of the three Debtor retailers
operated an e-commerce site at, respectively, www.bobstores.com,
www.sportchalet.com, and www.ems.com.  In 2015, the Debtors
collectively generated 5% of their total sales, or approximately
$32 million, through e-commerce, according to Court documents.

Vestis Retail Group and eight of its affiliates filed Chapter 11
bankruptcy petitions (Bankr. D. Del. Proposed Lead Case No.
16-10971) on April 18, 2016.  The Debtors estimated assets in the
range of $0 to $50,000 and debts of $100 million to $500 million.
The petitions were signed by Thomas A. Kennedy as secretary.

The Debtors have hired Young, Conaway, Stargatt & Taylor, LLP as
their counsel, FTI Consulting, Inc. and Lincoln Partners Advisors
LLC as their financial advisor and Kurtzman Carson Consultants, LLC
as their claims and noticing agent.

Judge Christopher S. Sontchi is assigned to the cases.


VESTIS RETAIL: Case Summary & 40 Largest Unsecured Creditors
------------------------------------------------------------
Debtor affiliates filing separate Chapter 11 bankruptcy petitions:

      Debtor                                  Case No.
      ------                                  --------
      Vestis Retail Group, LLC                16-10971
         fka Collis EMS Financing, LLC
      160 Corporate Court
      Meriden, CT 06450

      Bob's Stores, LLC                       16-10972

      Vestis Retail Financing, LLC            16-10973

      EMS Operating Company, LLC              16-10974

      Vestis IP Holdings, LLC                 16-10975

      EMS Acquisition LLC                     16-10976

      Sport Chalet, LLC                       16-10977

      Sport Chalet Value Services, LLC        16-10978

      Sport Chalet Team Sales, LLC            16-10979
      
Type of Business: Retail

Chapter 11 Petition Date: April 18, 2016

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

Judge: Hon. Christopher S. Sontchi

Debtors' Counsel: Robert S. Brady, Esq.
                  Robert F. Poppiti, Jr., Esq.
                  Jaime Luton Chapman, Esq.
                  YOUNG CONAWAY STARGATT & TAYLOR, LLP
                  Rodney Square
                  1000 North King Street
                  Wilmington, Delaware 19801
                  Tel: (302) 571-6600
                  Fax: (302) 571-1253
                  E-mail: rbrady@ycst.com
                          rpoppiti@ycst.com
                          jchapman@ycst.com

                     - and -

                  Michael L. Tuchin, Esq.
                  Lee R. Bogdanoff, Esq.
                  Martin N. Kostov, Esq.
                  Kathryn T. Zwicker, Esq.
                  KLEE, TUCHIN, BOGDANOFF & STERN LLP
                  1999 Avenue of the Stars, 39 th Floor
                  Los Angeles, CA 90067
                  Tel: (310) 407-4031
                  Fax: (310) 407-9090
                  E-mail: mtuchin@ktbslaw.com
                          lbogdanoff@ktbslaw.com
                          mkostov@ktbslaw.com
                          kzwicker@ktbslaw.com

Debtors'          
Financial         
Advisors:         FTI CONSULTING, INC. and
                  LINCOLN PARTNERS ADVISORS LLC

Debtors'          
Claims and
Noticing
Agent:            KURTZMAN CARSON CONSULTANTS LLC

Estimated Assets: $0 to $50,000

Estimated Debts: $100 million to $500 million

The petitions were signed by Thomas A. Kennedy, secretary.

List of Debtor's 40 Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Nike USA Inc.                         Trade Debt      $7,343,453
Munsun Paik
One Bowerman Dr
Beaverton, OR 97005
Tel: 503-532-5035
Fax: 503-532-6708
E-mail: Munsun.Paik@nike.com

Under Armour, Inc.                    Trade Debt      $2,716,369
Kimberly Troast
2601 Port Covington Drive
Baltimore, MD 21230
Tel: 410-468-2512 x6589
Fax: 410-468-2516
E-mail: ktroast@underarmour.com

Aptos Canada, Inc. Aptos, Inc.        Trade Debt      $2,250,801
Nathalie Roy
9300 Trans Canada Hwy., Suite 300
Saint-Laurent, QC H4S 1K5
Canada
Tel: 514-428-2278
Fax: 514-428-0824
E-mail: NRoy@aptos.com

Wolverine World Wide, Inc.            Trade Debt       $1,913,523
Stephanie Rectenwal
9341 Courtland Dr
Rockford, MI 49351
Tel: 616-863-4234
Fax: 616-866-5550
E-mail: Stephanie.Rectenwal@wwwinc.com

Levi Strauss & Co.                    Trade Debt       $1,693,416
Michael Stapleton
3125 Chad Drive
Eugene, OR 97408
Tel: 541-242-7825
Fax: 541-242-7577
E-mail: MStapleton@levi.com

North Face                            Trade Debt       $1,622,648
Darin Newton
850 County Rd CB
Appleton, WI 54914
Tel: 920-735-6849
Fax: 920-735-1933
E-mail: Darin_Newton@vfc.com

Accell North America Inc.             Trade Debt       $1,376,998
Patty Magnuson
6004 S 190th ST, Suite 101
Kent, WA 98032
Tel: 800-222-5527 x2420
Fax: 253-872-0257
E-mail: PMagnuson@accellna.com

Carhartt                              Trade Debt       $1,212,185
Donn Fones
5750 Mercury Dr
Dearborn, MI 48126
Tel: 772-631-1550
Fax: 772-408-5221
E-mail: DFones@carhartt.com

Marmot Mountain International         Trade Debt       $1,180,145
Debby Robinson
5789 State Farm Dr., Ste 100
Rohnert Park, CA 94928
Tel: 707-544-4590
Fax: 707-544-1344
E-mail: DRobinson@marmot.com

Oneill Sportwear                       Trade Debt      $1,056,991
John Scott
14350 Myford Rd
Irvine, CA 92606
Tel: 949-751-3316
Fax: 831-475-0544
E-mail: John.Scott@lajollagroup.com

The Timberland Company                  Trade Debt      $1,014,004
Darin Newton
850 County Rd CB
Appleton, WI 54914
Tel: 920-735-6849
Fax: 920-735-1933
E-mail: Darin_Newton@vfc.com

Kuhl Clothing                           Trade Debt        $917,367
Nate Fay
1635 South 5070 West, Suite C
Salt Lake City, UT 84104
Tel: 385-229-3780
Fax: n/a
E-mail: Nate@kuhl.com

Prana, Inc.                             Trade Debt        $852,934
Jean Boudrewau
14375 NW Science Park Dr
Portland, OR 97229
Tel: 503-985-4536
Fax: 503-985-5858
E-mail: jboudreau@columbia.com

Bravo Sports-Pulse Scooters
             Trade Debt        $810,472
Cherisse Cleofe

P.O. Box 101125

Pasadena, CA 91189

Tel: 562-484-5100

Fax: 562-484-5183

E-mail: ccleofe@bravocorp.com

Easton Baseball/Softball Inc.           Trade Debt        $797,707
Stephanie Maghakian
7855 Haskell Ave Suite 200
Van Nuys, CA 91406
Tel: 818-947-5042
Fax: 818-782-0930
E-mail: Stephanie.Maghakian@easton.com

Skechers USA, Inc.                      Trade Debt        $769,227
Mark Morrison
228 Manhattan Beach Blvd Ste 200
Manhattan Beach, CA 90266
Tel: 800-456-3627 x4301
Fax: 310-318-5019
E-mail: markm@skechers.com

Reef                                    Trade Debt        $676,838
Darin Newton
850 County Rd CB
Appleton, WI 54914
Tel: 920-735-6849
Fax: 920-735-1933
E-mail: Darin_Newton@vfc.com

Polar Max /Longworth Ind                Trade Debt        $632,176
Wendy Gatlin
480 E. Main St
Candor, NC 27229
Tel: 800-552-8585 ext 24
Fax: 910-673-3875
E-mail: wendi.gatlin@polarmax.com

ASICS America Corporation                Trade Debt      $606,880
Craig Lindsay
80 Technology Dr
Irvine, CA 92618
Tel: 949-453-0321
Fax: 949-453-0292
E-mail: craig.lindsay@asics.com

Advanced Sports Inc.                     Trade Debt      $600,084
Donna Steiner
10940 Dutton Rd.
Philadelphia, PA 19154-3204
Tel: 267-350-6157
Fax: 215-824-1051
E-mail: dsteiner@advancedsports.com

Valassis Direct Mail, Inc.                Trade Debt     $594,136
Jane Steiger
6 Armstrong Road 2nd Floor
Shelton, CT 06484
Tel: 203-225-9406
Fax: 734-591-4503
E-mail: steigerj@valassis.com

Wolverine Outdoors, Inc.                  Trade Debt     $591,535
Stephanie Rectenwal
9341 Courtland Dr
Rockford, MI 49351
Tel: 616-863-4234
Fax: 616-866-0257
E-mail: Stephanie.Rectenwal@wwwinc.com

New Balance Athletic Shoe                 Trade Debt     $561,148
Mike Levesque
20 Guest St
Boston, MA 02135
Tel: 617-746-2287
Fax: 617-787-9355
E-mail: Mike.Levesque@newbalance.com

Impex Inc.                                Trade Debt     $527,114
Frank Lee
2801 S Towne Avenue
Pomona, CA 91766
Tel: 626-961-8686 x148
Fax: 626-961-9966
E-mail: Accounting148@impexfitness.com

Quiksilver/Roxy                           Trade Debt     $504,648
John Ewing
15202 Graham St
Huntington Beach, CA 92649
Tel: 714-889-2256
Fax: 714-889-3700
E-mail: John.Ewing@quiksilver.com

Billabong                                 Trade Debt     $500,245
Yvette Lafferty
117 Waterworks Way
Irvine, CA 92618
Tel: 949-753-7222 x3423
Fax: 949-753-7223
E-mail: ylafferty@billabong-usa.com

Oboz Footwear LLC                         Trade Debt      $482,019
Jennifer Anthon
411 W Mendenhall St # B
Bozeman, MT 59715
Tel: 406-522-0319
Fax: 406-586-9391
E-mail: jeni@obozfootwear.com

Keen, Inc.                                Trade Debt      $474,817
Shawna Arneson
515 NW 13th Avenue
Portland, OR 97209
Tel: 971-200-4320
Fax: 503-402-1545
E-mail: shawna.arneson@keenfootwear.com

Confluence Watersports                    Trade Debt      $469,524
Lissa Masters
575 Mauldin Road, Suite 200
Greenville, SC 29607
Tel: 864-859-8648
Fax: 888-373-1220
E-mail: lissa.masters@kayaker.com

Shock Doctor Inc. -                       Trade Debt      $437,359
McDavid
Dennis J. Goetz
110 Cheshire Lane, Suite 120
Minnetonka, MN 55305
Tel: 952-767-2323
Fax: 952-767-2304
E-mail: dgoetz@unitedspb.com

Columbia Sportswear Co.                   Trade Debt      $435,666
Jean Boudrewau
14375 NW Science Park Dr
Portland, OR 97229
Tel: 503-985-4536
Fax: 503-985-4160
E-mail: jboudreau@columbia.com

Lee/VF Jeanswear, Inc.                    Trade Debt      $427,576
Darin Newton
850 County Rd CB
Appleton, WI 54914
Tel: 920-735-6849
Fax: 920-735-1933
E-mail: Darin_Newton@vfc.com

Vans, Inc.                                 Trade Debt     $399,184
Darin Newton
850 County Rd CB
Appleton, WI 54914
Tel: 920-735-6849
Fax: 920-735-1933
E-mail: Darin_Newton@vfc.com

Black Diamond Equipment                    Trade Debt     $396,901
Aaron Kuehne
2084 E. 3900 S
Salt Lake City, UT 84124
Tel: 801-993-1364
Fax: 801-278-5544
E-mail: Aaron.Kuehne@bdel.com

Hanesbrands Inc.                           Trade Debt     $390,413
Shelly Vickers
1000 East Hanes Mill Road
Winston Salem, NC 27105
Tel: 336-519-4793
Fax: 336-519-8746
E-mail: Shelly.Vickers@hanes.com

Chippewa Boot Co.                          Trade debt     $387,229
Mike Shapero
P.O. BOX 99188
Fort Worth, TX 76161
Tel: 603-635-7908
Fax: 817-390-2566
E-mail: Michael.Shapiro@Justinbrands.com

Osprey Packs, Inc.                         Trade Debt     $380,709
Youvonne Neeley
115 Progress Circle
Cortez, CO 81321
Tel: 970-529-7550
Fax: 970-565-2120
E-mail: youvonne@ospreypacks.com

Hi-Tec Sports USA, Inc.                    Trade Debt     $377,456
Debbie Cardona
4801 Stoddard Road
Modesto, CA 95356
Tel: 209-545-1111 x356
Fax: 209-545-2543
E-mail: dcardona@hi-tec.com

Electra Bicycle Company                    Trade Debt     $375,904
Lisa Simonds
801 West Madison Street
Waterloo, WI 53594
Tel: 800-476-2453 x12075
Fax: 920-478-9674
E-mail: Lisa_Simonds@trekbikes.com

Woodman Labs Inc.                          Trade Debt     $368,752
Manny Costa
3000 Clearview Way, Bldg E
San Mateo, CA 94402
Tel: 650-332-7600 x7105
Fax: 650-332-7601
E-mail: mcosta@gopro.com


VESTIS RETAIL: Expects to Complete Sale to Versa mid-Summer
-----------------------------------------------------------
As part of its ongoing strategic review process, Vestis Retail
Group, LLC ("Vestis" or "the Company"), the parent company of
Eastern Mountain Sports ("EMS"), Bob's Stores ("Bob's") and Sport
Chalet, on April 18 announced a series of steps that will
collectively provide a stronger financial foundation for the
Company.  These steps focus on supporting the long-term success of
EMS and Bob's while efficiently winding down Sport Chalet.

"When Vestis first acquired EMS and Sport Chalet, each company
faced significant operational challenges and was on the verge of
liquidation.  We have made significant progress in stabilizing the
businesses and improving overall performance across all our
brands," said Mark Walsh, Chief Executive Officer of Vestis.  "As a
result, EMS and Bob's are now delivering solid performance but have
been burdened by limited financial flexibility due, in part, to the
unique competitive pressures facing Sport Chalet.  After reviewing
a variety of strategic alternatives, we determined that the best
path forward is to separate the businesses and confront the
challenges that have been hindering our overall progress.  We are
confident EMS and Bob's will be well-positioned to thrive at the
conclusion of the process."

As part of the planned transition, Sport Chalet began store closing
sales on April 16, 2016, at all of its locations, while EMS and
Bob's began closings at a total of just nine locations (eight EMS
and one Bob's) where real estate costs are unfavorable and have
prevented the store from achieving sufficient profitability.  The
balance of the EMS and Bob's lease portfolio will be evaluated for
efficiencies as part of the Company's broader efforts to strengthen
its financial performance.

To achieve its financial objectives, Vestis earlier on April 18
initiated voluntary reorganization proceedings under Chapter 11 of
the U.S. Code and proposed the sale of EMS and Bob's to funds
advised by Versa Capital Management, LLC ("Versa"), which would
acquire substantially all of the remaining assets of the Company.
The agreement with Versa, which will be subject to court approval,
seeks to position EMS and Bob's to maximize future opportunities.
The Company also expects to use the reorganization process to best
address legacy liabilities dating back to before EMS and Sport
Chalet were first acquired.

Vestis expects to complete the proposed sale in mid-Summer, in time
for the important back-to-school and holiday seasons.  In the
interim, the Company expects to operate its go-forward EMS and
Bob's stores and eCommerce sites as usual and to continue store
closing sales at other locations as planned.  The Company expects
to continue employee wage and benefit programs as usual, maintain
EMS and Bob's customer loyalty programs, honor all EMS and Bob's
customer gift cards and store credit in full and pay suppliers in
the normal course of business for all goods and services delivered
from today forward.  Vestis has secured a commitment for up to $125
million in debtor-in-possession ("DIP") financing from its existing
lender, Wells Fargo Capital Finance, LLC, which combined with cash
from existing operations will help ensure the Company is able to
meet its financial obligations throughout the process.

At the completion of the process, the combination of EMS and Bob's
will be a stronger business partner with a renewed focus on the
core successful operations in the eastern U.S., where they will
continue to operate an approximately $400 million multi-channel
retailer.

Vestis is advised in this transaction by Klee, Tuchin, Bogdanoff &
Stern LLP, Lincoln Partners Advisors LLC and FTI Consulting.

Additional Store Closure Information

Sport Chalet:

All Sport Chalet stores remain open and will run store closing
sales for the next several weeks.

The Sport Chalet eCommerce website is no longer selling merchandise
effective April 16th, 2016.

Sport Chalet gift cards, rewards certificates and store credits
will be honored in Sport Chalet stores through April 29th, 2016.
Customers who are unable to visit us before this date are invited
to transfer gift card balances to a gift card from one of our
sister stores, Eastern Mountain Sports or Bob's Stores through July
29th, 2016.

Customers are encouraged to pick up any equipment that had been
left for repair and to return any rental equipment before April
29th, 2016.

EMS and Bob's:

EMS locations identified to close: Christiana (DE), Dulles (VA),
Foxborough (MA), Moorestown (NJ), North Brunswick (NJ), University
of Pennsylvania (Philadelphia, PA), Warwick (RI) and West Hartford
(CT)

Bob's location identified to close: South Portland (ME)

                    About Vestis Retail Group

Based in Connecticut, Vestis Retail Group, formed by Versa Capital
Management, operates Eastern Mountain Sports (EMS), Bob's Stores
and Sport Chalet.  EMS is the second largest U.S. multi-channel
retailer of human-powered outdoor sports apparel and equipment with
stores in the Northeastern and Mid-Atlantic states.  Bob's is a
60-year-old, award-winning Northeastern retailer of value-oriented
footwear, apparel and work wear.  Sport Chalet is a full service
specialty sporting goods retailer operating stores in Arizona,
California, Nevada and Utah.


VESTIS RETAIL: Hires KCC as Claims and Noticing Agent
-----------------------------------------------------
Vestis Retail Group, LLC and its debtor affiliates filed an
application with the Bankruptcy Court seeking authority to appoint
Kurtzman Carson Consultants LLC as claims and noticing agent for
the Office of the Clerk of the United States Bankruptcy Court for
the District of Delaware.  KCC is expected to assume full
responsibility for the distribution of notices and the maintenance,
processing, and docketing of proofs of claim filed in the Debtors'
cases.

Although the Debtors have not yet filed their schedules of assets
and liabilities, they anticipate that there will be hundreds of
entities to be noticed.  In view of the number of anticipated
claimants and the complexity of their business, the Debtors assert
that the appointment of a claims and noticing agent is necessary.

KCC's consulting services and rates are:
   
       Position                             Hourly Rate
       --------                             -----------
       Executive Vice President               Waived
       Director/Senior Managing Consultant     $195
       Consultant/Senior Consultant           $78-$178
       Technology/Programming Consultant      $39-$78
       Clerical                               $28-$55

The Debtors request that the undisputed fees and expenses incurred
by KCC in the performance of the services be treated as
administrative expenses of their Chapter 11 estates and be paid in
the ordinary course of business without further application to or
order of the Court.

Before the Petition Date, the Debtors provided KCC a retainer in
the amount of $25,000.  KCC seeks to first apply the retainer to
all prepetition invoices, and thereafter, to have the retainer
replenished to the original retainer amount, and thereafter, to
hold the retainer under the Services Agreement during these cases
as security for the payment of fees and expenses under the Services
Agreement.

Additionally, under the terms of the Services Agreement, the
Debtors have agreed to indemnify, defend and hold harmless KCC and
its members, officers, employees, representatives, and agents under
certain circumstances specified in the Services Agreement.

KCC represents it is a "disinterested person" as that term is
defined in Section 101(14) of the Bankruptcy Code with respect to
the matters upon which it is to be engaged.

                        About Vestis Group

Headquartered in Meriden, Connecticut, Vestis Retail Group, LLC, et
al., operate 144 retail stores, which are located in 15 states.
Bob's Stores operates 36 stores throughout New England, New York,
and New Jersey.  Eastern Mountain Sports operates 61 stores,
located primarily in the Northeastern states.  Sport Chalet
operates 47 stores throughout California, Arizona, and Nevada.
Bob's Stores and EMS primarily operate stores located in the
Northeastern states, while Sport Chalet's stores, which are
currently being liquidated, are located in the Western states.

Prior to the Petition Date, each of the three Debtor retailers
operated an e-commerce site at, respectively, www.bobstores.com,
www.sportchalet.com, and www.ems.com.  In 2015, the Debtors
collectively generated 5% of their total sales, or approximately
$32 million, through e-commerce, according to Court documents.

Vestis Retail Group and eight of its affiliates filed Chapter 11
bankruptcy petitions (Bankr. D. Del. Proposed Lead Case No.
16-10971) on April 18, 2016.  The Debtors estimated assets in the
range of $0 to $50,000 and debts of $100 million to $500 million.
The petitions were signed by Thomas A. Kennedy as secretary.

The Debtors have hired Young, Conaway, Stargatt & Taylor, LLP as
their counsel, FTI Consulting, Inc. and Lincoln Partners Advisors
LLC as their financial advisor and Kurtzman Carson Consultants, LLC
as their claims and noticing agent.

Judge Christopher S. Sontchi is assigned to the cases.


VESTIS RETAIL: Joint Administration of Cases Sought
---------------------------------------------------
Vestis Retail Group, LLC and eight of its affiliates asked the
Bankruptcy Court to jointly administer their cases, for procedural
purposes only, under the Chapter 11 case of Vestis Retail Group,
LLC, Case No. 16-10971.

The Debtors said joint administration is warranted in these cases
(i) because their financial affairs and business operations are
closely related, and (ii) to ease the administrative burden on the
Court and other parties.

Court documents show that Debtor Vestis Retail Group, LLC is owned
by Debtor Vestis Retail Financing, LLC, and in turn is the sole
member and owner of Debtors EMS Operating Company, LLC, Vestis IP
Holdings, LLC, Bob's Stores, LLC, EMS Acquisition LLC, and Sport
Chalet, LLC.  Sport Chalet, LLC is the sole member and owner of
Sport Chalet Value Services, LLC and Sport Chalet Team Sales, LLC.
All of the Debtors are under common management.  The Debtors share
many creditors and parties-in-interest.

According to Robert F. Poppiti, Jr., Esq., at Young Conaway
Stargatt & Taylor, LLP, counsel for the Debtors, joint
administration will:

   (a) prevent duplicative efforts and unnecessary expenses;

   (b) permit the Clerk to use a single general docket for each of
       the Cases and to combine notices to creditors and other
       parties-in-interest of the Debtors' respective estates,
       eliminating the confusion and waste that would be caused by

       separate administration; and

   (c) eliminate cumbersome pleadings and ensure a uniformity of
       pleading identification.

                       About Vestis Group

Headquartered in Meriden, Connecticut, Vestis Retail Group, LLC, et
al., operate 144 retail stores, which are located in 15 states.
Bob's Stores operates 36 stores throughout New England, New York,
and New Jersey.  Eastern Mountain Sports operates 61 stores,
located primarily in the Northeastern states.  Sport Chalet
operates 47 stores throughout California, Arizona, and Nevada.
Bob's Stores and EMS primarily operate stores located in the
Northeastern states, while Sport Chalet's stores, which are
currently being liquidated, are located in the Western states.

Prior to the Petition Date, each of the three Debtor retailers
operated an e-commerce site at, respectively, www.bobstores.com,
www.sportchalet.com, and www.ems.com.  In 2015, the Debtors
collectively generated 5% of their total sales, or approximately
$32 million, through e-commerce, according to Court documents.

Vestis Retail Group and eight of its affiliates filed Chapter 11
bankruptcy petitions (Bankr. D. Del. Proposed Lead Case No.
16-10971) on April 18, 2016.  The Debtors estimated assets in the
range of $0 to $50,000 and debts of $100 million to $500 million.
The petitions were signed by Thomas A. Kennedy as secretary.

The Debtors have hired Young, Conaway, Stargatt & Taylor, LLP as
their counsel, FTI Consulting, Inc. and Lincoln Partners Advisors
LLC as their financial advisor and Kurtzman Carson Consultants, LLC
as their claims and noticing agent.

Judge Christopher S. Sontchi is assigned to the cases.


VESTIS RETAIL: To Close All 47 Sport Chalet Stores
--------------------------------------------------
Vestis Retail Group, LLC and its debtor affiliates seek authority
from the Bankruptcy Court to continue store closing certain of
their retail stores in accordance with the terms of a letter
agreement governing inventory disposition, dated as of April 15,
2016, by and between Hilco Merchant Resources, LLC and Gordon
Brothers Retail Partners, LLC, on the one hand, and EMS Operating
Company, LLC, Bob's Stores, LLC, Sport Chalet, LLC, and Sport
Chalet Team Sales, LLC, on the other hand.

Subject to the approval of the Bankruptcy Court, Hilco and Gordon
will serve as the exclusive agent to the Debtors for the purpose of
conducting a sale of certain merchandise and furnishings, trade
fixtures, equipment, and improvements to real property at the
Closing Stores.  

The Debtors said that prior to the Petition Date, they implemented
a series of internal restructuring and synergy initiatives,
designed to integrate the three chains into Vestis Group and
streamline and improve operations, but various challenges remained,
including from the prior ownership of EMS and Sport Chalet.

Ultimately, the Debtors determined that commencing the Store
Closing Sales was the best way under the circumstances to maximize
the value of the Debtors' businesses and assets for their estates
and creditors.  Specifically, the Closing Stores are comprised of
(i) all 47 Sport Chalet retail stores; (ii) one Bob's Stores retail
store; and (iii) eight EMS retail stores.

The Store Closing Sales commenced on April 16, 2016, and will
terminate on June 30, 2016.

The Debtors will pay the Agent a fee for the sale of Merchandise at
(a) the Sport Chalet Stores that is between 0% and 1.25% of the
Gross Proceeds applicable to the Sport Chalet Stores, based on the
Recovery Percentage, (b) the EMS Stores that is between 0% and
1.25% of Gross Proceeds applicable to the EMS Stores, based on the
Recovery Percentage, and (c) the Bob's Store that is 1% of Gross
Proceeds applicable to the Bob's Store.  The Agent will also earn a
commission of 15% on the sale of any FF&E.  All Expenses of the
Store Closing Sales, which are subject to expense budgets for each
of the Sport Chalet Stores, the EMS Stores, and the Bob's Stores
will be paid by the Debtors.

The Debtors have funded to the Agent an advance payment of expenses
in the amount of $600,000 in the aggregate to be applied to
expenses as incurred.  Any portion of the advance not used to pay
expenses of the Store Closing Sales will be returned to the Debtors
within three days following final reconciliation in accordance with
the Agreement.

                     About Vestis Group

Headquartered in Meriden, Connecticut, Vestis Retail Group, LLC, et
al., operate 144 retail stores, which are located in 15 states.
Bob's Stores operates 36 stores throughout New England, New York,
and New Jersey.  Eastern Mountain Sports operates 61 stores,
located primarily in the Northeastern states.  Sport Chalet
operates 47 stores throughout California, Arizona, and Nevada.
Bob's Stores and EMS primarily operate stores located in the
Northeastern states, while Sport Chalet's stores, which are
currently being liquidated, are located in the Western states.

Prior to the Petition Date, each of the three Debtor retailers
operated an e-commerce site at, respectively, www.bobstores.com,
www.sportchalet.com, and www.ems.com.  In 2015, the Debtors
collectively generated 5% of their total sales, or approximately
$32 million, through e-commerce, according to Court documents.

Vestis Retail Group and eight of its affiliates filed Chapter 11
bankruptcy petitions (Bankr. D. Del. Proposed Lead Case No.
16-10971) on April 18, 2016.  The Debtors estimated assets in the
range of $0 to $50,000 and debts of $100 million to $500 million.
The petitions were signed by Thomas A. Kennedy as secretary.

The Debtors have hired Young, Conaway, Stargatt & Taylor, LLP as
their counsel, FTI Consulting, Inc. and Lincoln Partners Advisors
LLC as their financial advisor and Kurtzman Carson Consultants, LLC
as their claims and noticing agent.

Judge Christopher S. Sontchi is assigned to the cases.


VIRGIN ISLANDS WAFA: Fitch Cuts $127MM Revenue Bonds to 'BB-'
-------------------------------------------------------------
Fitch Ratings has downgraded the ratings on the following U.S.
Virgin Islands (USVI) Water and Power Authority (WAPA) revenue
bonds:

-- $127,045,000 electric system revenue bonds, series 2012A,
    2010A, 2010B, 2010C, 2003 to 'BB-' from 'BB';

-- $100,135,000 electric system subordinated revenue bonds,
    series 2007A, 2012B, 2012C to 'B+' from 'BB-'.

In addition, the ratings for the bonds have been placed on Rating
Watch Negative.

Fitch expects to resolve the Rating Watch within the coming months
following the release of audited financial statements for fiscal
year ending June 30, 2015 and preliminary financial results for the
current fiscal year, resolution of a pending rate case,
negotiations to extend expiring lines of credit and greater clarity
on potential obligations that could arise from pending litigation.


SECURITY

The electric system revenue bonds are secured by a pledge of net
electric revenues and certain other funds established under the
bond resolution. The electric system subordinated revenue bonds are
secured by a pledge of net revenues that are subordinate to the
pledge securing the electric system revenue bonds. A default on the
subordinate lien bonds does not trigger a cross default on the
senior revenue bonds.

KEY RATING DRIVERS

PERSISTENTLY STRAINED LIQUIDITY: The downgrade reflects WAPA's
reduced capacity for timely repayment of outstanding debt service
obligations as evidenced by a persistent strain on available
liquidity. Liquidity pressures have been driven by consistently low
unrestricted cash reserves balances, escalation in already high
government receivables and high levels of borrowing under the
authority's available lines of credit. Through the first six months
of the current fiscal year, unrestricted cash declined to just $5.1
million (equal to 18 days cash on hand), compared to $10.9 million
at fiscal year-end 2015. Moreover, remaining borrowing capacity
under the lines of credit totals just $2 million.

LIMITED MARGIN OF SAFETY REMAINS: The Rating Watch Negative
reflects Fitch Ratings concern that capacity for continued payment
is vulnerable to deterioration. Exacerbating WAPA's operating
pressure is a lawsuit recently initiated by the authority's former
fuel supplier alleging failure to pay almost $25 million in fuel
delivery charges and continuing build-up of the USVI government
(Implied General Obligation rating of 'BB-') receivables.

POWER SUPPLY DIVERSIFICATION: Fitch believes the authority's
ongoing efforts to diversify its power supply should ultimately
have a stabilizing impact on electric rates and declining sales
despite cost overruns and delays. WAPA is converting its oil-fired
generating plants to tri-fueled capability with liquefied petroleum
gas (LPG, or propane) as the primary fuel source initially. While
the authority has already completed the conversion of two
generating units on each island (St. Thomas and St. Croix) and
begun burning propane, recent project cost increases and delays in
project completion have been a concern.

CONSTRAINED COST-RECOVERY MECHANISMS; RATE CASE PENDING: Electric
rates are regulated by the Virgin Islands Public Service Commission
(PSC), which has authorized cost recovery through both base rates
and a levelized energy adjustment clause (LEAC) for fuel and other
related costs. Delays inherent in both the regulatory process and
the recovery mechanism impair liquidity and limit financial
flexibility. Retail rates ($0.29/kwh) remain exceptionally high,
despite some moderation over the prior year driven by lower fuel
prices. The requested base rate increase currently pending could
improve the authority's margin of safety.

CHALLENGED SERVICE TERRITORY: The authority serves a geographically
and economically challenged territory largely dependent on tourism
and government employment. Strains related to the USVI's narrow
economy are compounded by the authority's exceptionally high
electric rates, declining sales, and per capita personal income
levels that approximate just half of the U.S. average.

RATING SENSITIVITIES

ADDITIONAL LIQUIDITY STRAINS: Resolution of the Rating Watch
Negative on the Virgin Islands Water and Power Authority will
depend on WAPA's ability to restore its available liquidity to
levels commensurate with its business risk and anticipated
obligations. Further evidence of reduced capacity for timely
repayment of outstanding debt service obligations, including
diminished cash balances, no access to short-term credit or sizable
unanticipated obligations related to pending litigation could
result in further negative rating actions.

RATING STABILITY: Increased available liquidity as evidenced by an
increase in unrestricted cash balances, increased borrowing
capacity under its lines of credit, more timely receipt of payment
from the USVI government, base rate increases and the positive
resolution of pending litigation could provide some additional
cushion over the near-term and stabilize the current ratings.

CREDIT PROFILE

LIQUIDITY CONCERNS

WAPA's consistently low cash balances coupled with a persistent
reliance on borrowings under its bank lines of credit to fund
working capital remains a key credit concern for Fitch. The
authority currently maintains bank lines of credit from Banco
Popular of Puerto Rico (Long-Term Issuer Default Rating 'BB-' ) and
FirstBank of Puerto Rico that mature on June 25, 2016.
Approximately $18 million of the $20 million in total borrowing
capacity has been drawn upon.

WAPA also maintains a $15 million overdraft facility with FirstBank
as well as additional lines of credit to fund capital projects from
both banks totaling $13 million. Approximately $21.5 million of the
$28 million in available capacity under the additional lines has
been tapped.

While the authority expects to secure an extension to the lines of
credit prior to the expiration date, Fitch remains concerned over
its ability to do so, as well as its ability to restore borrowing
capacity.

LEGAL ACTION INITIATED

WAPA's prior fuel supplier, Trafigura Trading LLC (Trafigura),
recently filed a complaint in district court alleging the authority
failed to pay an outstanding balance of almost $25 million for
prior fuel deliveries made during a portion of 2015.

WAPA changed fuel suppliers' midway through 2015 reportedly without
satisfying any portion of the amount owed to Trafigura. The balance
owed appears to be a primary driver in a sizeable spike in accounts
payable to $74.6 million from $38.9 million exhibited in the
authority's preliminary unaudited financial results for fiscal
2015.

The authority's failure to satisfy the obligation is especially
concerning given its current strains on liquidity and growing
receivables from the government. Earlier this year the USVI
government received approximately $220 million from the sale of the
Hovensa oil refinery. However, the V.I. government has reportedly
allocated just $9.6 million to date to the authority in an effort
to reduce a small portion of the approximately $44 million
accumulated receivable it owes to WAPA. Moreover, the vast majority
of the $220 million has reportedly been used by the V.I. government
to fund other obligations, reducing the likelihood that any
additional progress toward reducing the receivable and paying
Trafigura will result from the Hovensa sale.

WEAK FINANCIAL PERFORMANCE

The authority's financial profile has weakened further in recent
years, reflecting the confluence of inadequate cost recovery,
declining sales and the continued financial strain attributable to
overdue receivables from the government. Total government
receivables nearly doubled from $25.5 million in fiscal 2013 to
$46.9 million through Dec. 31, 2015.

Fitch calculated all-in debt service coverage declined to 0.83x in
fiscal year-end 2014, although with the inclusion of fuel tax
revenues, which are statutorily restricted for capex and debt
service related to new generation projects, coverage improves to
just under 1.2x. Total debt service incorporates outstanding
general obligations notes, which are junior to the payment of
senior lien and subordinated lien obligations of the electric
system. Fitch calculated coverage of senior lien obligations alone
was adequate at 1.53x in fiscal 2014 but significantly weaker on
senior and subordinate obligations at .97x.

Liquidity, not including lines of credit available for working
capital, remained low with just 13 days cash on hand at the close
of fiscal 2014. Including the available lines of credit, liquidity
improved modestly but remained weak at 23 days of liquidity on
hand.

Cash flow and liquidity metrics, based on unaudited year-end
financial results, remained largely unchanged in fiscal 2015,
despite the non-payment of nearly $25 million in fuel costs to
Trafigura. Total borrowing capacity under all available lines,
including one for overdraft protection, is almost completely
exhausted, further straining the authority's access to liquidity.

The Authority recently (December 2015) submitted rate cases for
both the electric and water utilities that, if approved by the PSC,
would take effect in July 2016. The additional electric system
revenue would be used in conjunction with fuel tax revenues and
proceeds from additional debt issuance to fund approximately $145
million in new capital projects, primarily related to new
generating units.


WALTER ENERGY: Wants Deferred Compensation Plan Trust Terminated
----------------------------------------------------------------
Walter Energy and its affiliated debtors ask the U.S. Bankruptcy
Court for the Northern District of Alabama, Southern Division, to
authorize and direct the Trustee of Walter Industries, Inc.'s
Deferred Compensation Plan Trust to terminate the Trust and release
the Trust's assets to Walter Industries, Inc., in accordance with
the terms of the Trust Agreement.

The Deferred Compensation Plan provides additional payments to
executives whose tax qualified elective contributions under the
Retirement Savings Plan are limited by tax law.  Under the Deferred
Compensation Plan, annual discretionary payments are made each
March on account of the prior year into the Deferred Compensation
Plan Trust.

Wells Fargo Bank, N.A., is the trustee of the Deferred Compensation
Plan Trust pursuant to the Walter Industries Executive Deferred
Compensation Plan Trust Agreement.

The Debtors relate that the Deferred Compensation Plan Trust
currently holds cash assets valued at approximately $370,000.
Under the Trust Agreement, the Trustee is required to cease
payments of benefits to Participants if the Company is insolvent.
The Debtors contend that by filing the Chapter 11 Cases, the
Company is "insolvent" within the meaning of the Trust Agreement.

The Debtors tell the Court that the Trust Agreement provides that
the Trust will not terminate "until the date on which the Plan
participants and their beneficiaries are no longer entitled to
benefits pursuant to the terms of the Plan(s)", and that it further
provides that upon termination, all assets in the Trust will be
returned to the Company.

The Debtors aver that upon the filing of the Chapter 11 Cases, the
Trustee ceased payment of benefits to the Participants, as required
by the terms of the Trust Agreement.  The Debtors further aver that
as of the Closing Date, as that term is defined in the Asset
Purchase Agreement by and among Coal Acquisition, LLC and Walter
Energy, Inc., et al., the Company will no longer have employees
"entitled to benefits pursuant to the terms of the Plan(s)," and
the purpose of the Trust will cease to exist.  The sale
transactions contemplated by the APA closed on March 31, 2016.

"The Debtors have determined that releasing the Trust Assets to the
Debtors will benefit the Debtors, their estates, and their
creditors.  While termination of the Trust and release of the Trust
Assets are authorized under the terms of the Trust Agreement and
therefore may constitute ordinary course transactions, the Debtors
seek the Court's authorization, out of an abundance of caution, to
the extent that these transactions may constitute use of the
Debtors' property outside the ordinary course of business.
Accordingly, the Debtors seek this Court's authority to direct the
Trustee to terminate the Trust and release the Trust Assets to the
Debtors, in accordance with the terms of the Trust," the Debtors
aver.

The hearing on the Debtors' Motion is scheduled on April 27, 2016
at 10:00 a.m.  The deadline for the filing of objections to the
Debtors' Motion is set on April 20, 2016 at 4:00 p.m.

Walter Energy and its affiliated debtors are represented by:

          Jay Bender, Esq.
          Cathleen Moore, Esq.
          James Bailey, Esq.
          BRADLEY ARANT BOULT CUMMINGS LLP
          One Federal Place
          1819 Fifth Avenue North
          Birmingham, AL 35203
          Telephone: (205)521-8000
          E-mail: jbender@babc.com
                  ccmoore@babc.com
                  jbailey@babc.com

                 - and -

          Stephen J. Shimshak, Esq.
          Kelley A. Cornish, Esq.
          Claudia R. Tobler, Esq.
          PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP
          1285 Avenue of the Americas
          New York, NY 10019
          Telephone: (212)373-3000
          E-mail: sshimshak@paulweiss.com
                  kcornish@paulweiss.com
                  ctobler@paulweiss.com  

                        About Walter Energy

Walter Energy, Inc. -- http://www.walterenergy.com/-- is a       
metallurgical coal producer for the global steel industry with
strategic access to steel producers in Europe, Asia and South
America.  The Company also produces thermal coal, anthracite,
metallurgical coke and coal bed methane gas, with operations in
the United States, Canada and the United Kingdom.

For the year ended Dec. 31, 2014, the Company reported a net loss
of $471 million following a net loss of $359 million in 2013.  

Walter Energy and its affiliates sought Chapter 11 protection
(Bankr. N.D. Ala. Lead Case No. 15-02741) in Birmingham, Alabama
on July 15, 2015, after signing a restructuring support agreement
with first-lien lenders.

Walter Energy disclosed total assets of $5.2 billion and total
debt of $5 billion as of March 31, 2015.

The Debtors tapped Paul, Weiss, Rifkind, Wharton & Garrison as
counsel; Bradley Arant Boult Cummings LLP, as co-counsel; Ogletree
Deakins LLP, as labor and employment counsel; Maynard, Cooper &
Gale, P.C., as special counsel; PJT Partners LP serves as
investment banker, replacing Blackstone Advisory Services, L.P.;
AlixPartners, LLP, as financial advisor, and Kurtzman Carson
Consultants LLC, as claims and noticing agent.

The Bankruptcy Administrator for the Northern District of Alabama
appointed an Official Committee of Unsecured Creditors and an
Official Committee of Retirees.  The Creditors Committee tapped
Morrison & Foerster LLP and Christian & Small LLP as attorneys.
The Retiree Committee retained Adams & Reese LLP and Jenner &
Block LLP as attorneys.

The informal group of certain unaffiliated First Lien Lenders and
First Lien Noteholders -- Steering Committee -- retained Akin,
Gump, Strauss, Hauer and Feld LLP as legal advisor, and Lazard
Freres & Co. LLC as financial advisor.


WASHINGTON PROPERTIES: Case Summary & 20 Top Unsecured Creditors
----------------------------------------------------------------
Debtor: Washington Properties, Inc.
        23 Public Square, Suite 200
        Medina, OH 44256

Case No.: 16-50883

Chapter 11 Petition Date: April 18, 2016

Court: United States Bankruptcy Court
       Northern District of Ohio (Akron)

Judge: Hon. Alan M. Koschik

Debtor's Counsel: Kathryn A. Belfance, Esq.
                  RODERICK LINTON BELFANCE LLP
                  50 S. Main Street, Tenth Floor
                  Akron, OH 44308
                  Tel: (330) 434-3000
                  Fax: (330) 434-9220
                  E-mail: kb@rlbllp.com

                    - and -

                  Steven Heimberger, Esq.
                  RODERICK LINTON BELFANCE LLP
                  50 South Main Street, Suite 1000
                  Akron, OH 44308
                  Tel: 330-434-3000
                  Fax: 330-434-9220
                  E-mail: sheimberger@rlbllp.com

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

Estimated Liabilities: $10 million to $50 million

The petition was signed by Michael R. Rose, president and chief
executive officer.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/ohnb16-50883.pdf


WESTERN RESERVE OF MEDINA: Voluntary Chapter 11 Case Summary
------------------------------------------------------------
Debtor: Western Reserve of Medina, Ltd.
        23 Public Square, Suite 200
        Medina, OH 44256

Case No.: 16-50884

Nature of Business: Single Asset Real Estate

Chapter 11 Petition Date: April 18, 2016

Court: United States Bankruptcy Court
       Northern District of Ohio (Akron)

Judge: Hon. Alan M. Koschik

Debtor's Counsel: Kathryn A. Belfance, Esq.
                  RODERICK LINTON BELFANCE LLP
                  50 S. Main Street, Tenth Floor
                  Akron, OH 44308
                  Tel: (330) 434-3000
                  Fax: (330) 434-9220
                  E-mail: kb@rlbllp.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $10 million to $50 million

The petition was signed by Michael R. Rose, managing member.

The Debtor did not include a list of its largest unsecured
creditors when it filed the petition.


ZUCKER GOLDBERG: DSI Approved as Accountant for Examiner
--------------------------------------------------------
The Hon. Christine M. Gravelle of the U.S. Bankruptcy Court for the
District of New Jersey authorized Donald H. Steckroth, examiner for
Zucker & Golberg, to employ Development Specialists, Inc., as
accountant, effective as of Feb. 22, 2016.

As reported by the Troubled Company Reporter on March 9, 2016, the
examiner is authorized to investigate any and all claims of the
estate against insiders and related third parties and any matters
determined to be appropriate by the examiner.  To discharge his
duties, the examiner has determined that retaining an accountant
will assist him in conducting his investigation.

DSI will perform these services: (a) forensically analyzing the
historical financial information and operations of the Debtor; (b)
analyzing transactions of the Debtor to evaluate potential claims
for preferences or fraudulent transfers under either Section 547 or
Section 548 of the United States Bankruptcy Code, or under
applicable New Jersey state statutes; (c) investigating any and all
claims of the estate against any insiders and related third
parties; and (d) performing such other tasks as, from time to time,
will be directed of DSI by the Examiner.

DSI will maintain detailed, contemporaneous time records and will
request reimbursement for actual and necessary expenses incurred.
The current hourly rates of DSI professionals are: (a) senior
managing directors, $660 per hour; and (b) financial analysts, $280
per hour.

William A. Brandt, Jr., CEO of DSI, attests that DSI does not hold
an adverse interest to the estate, does not represent an adverse
interest to the estate, and is a disinterested person under 11
U.S.C. Sec. 101(14).

                       About Zucker Goldberg

Formed in 1923 as Zucker & Goldberg, the law firm Zucker, Goldberg
& Ackerman, LLC, was primarily engaged in the representation of
lenders and secured parties in foreclosure matters, insolvency
proceedings and related matters.  The sole members of ZGA are
Michael S. Ackerman, Esq. and Joel Ackerman, Esq. Michael S.
Ackerman is the managing member of the firm.  ZGA's primary
offices
are in Mountainside, New Jersey.

Zucker, Goldberg & Ackerman, LLC, sought Chapter 11 protection
(Bankr. D.N.J. Case No. 15-24585) in Newark, New Jersey, on
Aug. 3, 2015, to complete the orderly liquidation of the business.

The case is assigned to Judge Christine M. Gravelle.

The Debtor disclosed total assets of $11.5 million and total
liabilities of $53.3 million as of June 30, 2015.

ZGA tapped Wasserman, Jurista & Stolz, P.C. as bankruptcy counsel;
Brown, Moskowitz & Kallen, P.C., as special litigation counsel;
Genova Burns as labor counsel; and BMC Group, Inc., as noticing
and balloting agent.

On Aug. 17, 2015, an Official Committee of Unsecured Creditors was
appointed by the Office of the United States Trustee.  The
Committee on Oct. 15, 2015, won approval to retain McCarter &
English, LLP ("McCarter") to serve as Committee counsel, effective
as Aug. 14, 2015.

                         *      *     *

The Debtor in December 2015 filed a "Plan of Orderly Liquidation"
which provides for the wind down of the firm's business.  The Plan
was put on hold pending the issuance of a report by the examiner.

The Court on Feb. 8, 2016, entered an order approving the Acting
U.S. Trustee's appointment of former bankruptcy judge Donald H.
Steckroth, Esq., as examiner.  The Creditors Committee sought an
examiner to investigate possible claims against current and former
members of the bankrupt foreclosure law firm and related
"insiders".


[*] Oaktree Said to Hire CarVal Asia Head for Distressed Deals
--------------------------------------------------------------
Devin Banerje and Erik Schatzer, writing for Bloomberg Brief,
reported that Oaktree Capital Group LLC, the world's biggest
distressed-debt investor, hired CarVal Investors' Asia head Nick
Weber as Oaktree prepares to deploy its new fund, people with
knowledge of the move said.

According to the report, Mr. Weber will work on distressed deals
from Oaktree's Singapore office, said the people, who asked not to
be named because the information hasn't been announced.  He's been
in Singapore for Hopkins, Minnesota-based CarVal since 2012,
previously working for the distressed credit and real estate
investor in the U.S. and London, Bloomberg said, citing a biography
on the firm's website.

The report said Oaktree is preparing to invest money globally from
a new $3 billion distressed-debt fund, which has an additional $7
billion in commitments it can tap if more credit opportunities
present themselves.  The firm is among a number of asset managers,
including KKR & Co., Fortress Investment Group LLC and Bain
Capital's Sankaty Advisors, that have raised money in the past two
years for what executives say is an impending cycle of corporate
defaults, the report related.


                            *********

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.

                            *********

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 2016.  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
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firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Peter A.
Chapman at 215-945-7000 or Nina Novak at 202-362-8552.

                   *** End of Transmission ***