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

              Thursday, April 28, 2016, Vol. 20, No. 119

                            Headlines

39 BISHOP JOE: Asks Court to Extend Solicitation Period Sine Die
ABENGOA SA: Wins U.S. Bankruptcy Court Protection
AFFORDABLE MED: Debtor Asks Bankruptcy Court to Appoint an Examiner
AIR CANADA: Fitch Affirms 'B+' Long-Term Issuer Default Rating
ALPHA NATURAL: Can Name Rice Drilling as Stalking Horse Bidder

AMERICAN HOSPICE: Objections on Motion to Find PCO Unnecessary
API TECHNOLOGIES: Vintage Albany, et al., No Longer Shareholders
ASPECT SOFTWARE: Files Bankruptcy Rule 2015.3 Report
ASPEN GROUP: Issues 4.85 Million Common Shares for $752,500
ATNA RESOURCES: Seeks Approval of Senior Management Incentive Plan

B. L. GUSTAFSON: Asks Court to Extend Plan Exclusivity to July 25
BACKGROUND IMAGES: Court Extends Solicitation Period to Sept. 10
BASIC ENERGY: Incurs $83.3 Million Net Loss in First Quarter
BERNARD L. MADOFF: Judge Approves 2 Clawback Settlements
BUNKERS INTERNATIONAL: Loses Bid to Dismiss M/V Wuchow Suit

CAESARS ENTERTAINMENT: Provides Update on Restructuring Process
CALPINE CORP: Fitch Affirms 'B+' Long-term Issuer Default Rating
CINCINNATI TERRACE: Madison Realty Opposes DIP Financing
CITY SPORTS: Hires Ropes & Gray LLP as Co-Counsel
CITY SPORTS: Hires Rust Omni as Administrative Agent

COCRYSTAL PHARMA: Gets Health Canada Approval to Conduct Trial
COMMUNITY CHOICE: S&P Raises ICR to 'CCC', Outlook Negative
CONSUMER LAW: Wants Exclusivity Moved to Sept. 20; To Revise Plan
CORPORATE CAPITAL: S&P Affirms 'BBB-' ICR, Outlook Remains Neg.
CORPORATE RESOURCE: Asks Judge to Extend Deadline to Remove Suits

CROWN CASTLE: Moody's Raises Sr. Sub. Shelf Rating to Ba1
CROWN CASTLE: S&P Assigns BBB- Rating on New Sr. Unsecured Notes
DOMUM LOCIS: Lloyd's Notice of Default Is Stricken
DVORKIN HOLDINGS: Chapter 11 Plan Confirmation Partially Reversed
EDGMONT GOLF: SSG Acted as Investment Banker in Financing, Sale

ENERGY & EXPLORATION: Court Confirms 3rd Amended Plan
ENERGY & EXPLORATION: Deadline to Remove Claims Extended to June 6
ENERGY XXI: U.S. Trustee Forms 5-Member Creditors' Committee
ENTERPRISE CHARTER: Fitch Affirms 'B' Rating on 2011A Revenue Bonds
FERGUSON CITY: Moody's Lowers GO Rating to Ba3; Outlook Neg.

FIRED UP: Chapter 11 Case Is Closed; Court Retains Adv. Proceeding
FIRST DATA: Reports First Quarter 2016 Financial Results
FLOUR CITY BAGELS: Seeks Approval of Bruegger's Standstill Deal
FRANCO INC: Case Summary & 8 Unsecured Creditors
FRANK W. GUSTINE, JR: Court Extends Plan Exclusivity to June 27

FRED FULLER: Opposes U.S. Trustee's Conversion Bid
FUHU INC: Court Extends Plan Exclusivity to Aug. 3
GARLOCK SEALING: Time to Remove Actions Extended to Sept. 30
GELTECH SOLUTIONS: Obtains $125,000 Loan from President
GEO V HAMILTON: FCR, Asbestos Panel Can Hire Gilbert LLP

GEO V HAMILTON: FCR, Asbestos Panel Can Hire Gleason
GMI USA: Asks Court to Enforce Automatic Stay Against Caravel
GOE LIMA: Bankruptcy Court Has Jurisdiction Over Claims vs. Bank
GREEN AUTOMOTIVE: Typenex, et al., Hold 9.9% Stake as of April 25
GRIZZLY LAND: Case Reassigned to Judge Joseph Rosania Jr.

HALCON RESOURCES: Amends 2015 Annual Report to Add Info.
HAMPSHIRE GROUP: Forbearance Agreements Extended Until May 2
HANISH LLC: Case Summary & 20 Largest Unsecured Creditors
HAWAIIAN AIRLINES: Fitch Hikes Rating to 'B+'
HILLVIEW, KY: S&P Raises Rating on 2010 GO Refunding Bonds From B-

HORSEHEAD HOLDING: Needs Until Aug. 30 to Decide on Leases
INSTITUTIONAL SHAREHOLDER: Moody's Changes Outlook to Stable
INT'L MANUFACTURING GROUP: Felderstein Okayed as Trustee's Counsel
IOWA FERTILIZER: Fitch Cuts $1.185BB Revenue Bonds Rating to B+
KIDZ ACADEMY: Bankruptcy Administrator Ordered Not to Appoint Panel

LB STEEL: Suit Against Walsh Construction Dismissed
LHI LIQUIDATION: Gristedes Can't Compel Assumption Order Compliance
LINN ENERGY: Completes First Exchange in Bid to Protect Investors
LONESTAR RESOURCES: Moody's Lowers CFR to Caa2, Outlook Neg.
LOWER BUCKS: BNYM, et al., Loses Bid for Partial Summary Judgment

LUPATECH SA: Chapter 15 Case Summary
LUPATECH SA: Files for Chapter 15 Bankruptcy Anew to Enforce Plan
MCCAMEY COUNTY HOSP.: Moody's Lowers GO Bond Rating to Ba2
MCGRAW-HILL GLOBAL: S&P Rates New $670MM Sr. Notes 'CCC+'
MGM RESORTS: Closes 57.5 Million IPO of MGP's Class A Shares

MGM RESORTS: Moody's Raises CFR to Ba3, Outlook Stable
MILLENNIUM HEALTH: Appoints Ronald Rittenmeyer as Board Chair
MOHAVE AGRARIAN: Asks Court to Extend Plan Exclusivity to Aug. 4
MOHAVE AGRARIAN: To Seek Court Valuation of Real Property
NAS HOLDINGS: Bankr. Administrator Wants a Trustee or Examiner

NAVIOS MARITIME: Moody's Lowers CFR to Caa3, Outlook Negative
NEWBURY COMMON: Wants Plan Filing Date Extended to Sept. 8
NIEBERG MIDWOOD: Selling Real Property; Needs Time to File Plan
OWENS CORNING: Class Certification Denied for 2 Pa. Suits
PACIFIC 9 TRANSPORTATION: Case Summary & 20 Top Unsec. Creditors

PACIFIC EXPLORATION: TSX to Delist Common Shares on May 25
PACIFIC SUNWEAR: Mirick, Sullivan File Rule 2019 Statement
PACIFIC SUNWEAR: Taps FTI Consulting as Financial Advisors
PARAGON OFFSHORE: Files Docs on Planned Issuance of New Securities
PEABODY ENERGY: Inks 2nd Amendment to Receivables Program

PEABODY ENERGY: May 5 Final Hearing on Citibank DIP Financing
PITTSBURGH CORNING: Amended Plan Takes Effect, Exits Chapter 11
POSTROCK ENERGY: Sec. 341 Meeting Set for May 2
POSTROCK ENERGY: Stephen Moriarty Appointed as Chapter 11 Trustee
PRIMORSK INT'L: Asks Court to Extend Plan Exclusivity to Sept. 12

PRUCRES INC: MP's Bid to Dismiss Objection to Claim No. 3 Denied
QSL OF MEDINA: FNB, Plur Appointed to Creditors' Committee
QUICKSILVER RESOURCES: Inks New Exec Officer Compensation Deals
QUICKSILVER RESOURCES: Stan Page Removed as SVP for US Operations
RAAM GLOBAL: Blackhill Partners Completes Restructuring

RAHMANIA PROPERTIES: Wants Plan Exclusivity Extended to Aug. 23
RESIDENTIAL CAPITAL: Court Disallows Claim No. 3695
REXFORD PROPERTIES: Court Set to Hear USF&G Bid to Disallow Claims
ROCKY ASPEN: U.S. Trustee Unable to Appoint Committee
RST CRANES: U.S. Trustee Forms 3-Member Creditors' Committee

SAC II: Case Closed After Finding Case Fully Administered
SADDLE CREEK: Tex. App. Junks Summary Judgment on Leases
SOUTHCROSS HOLDINGS: S&P Withdraws 'D' Corporate Credit Rating
SOUTHEAST POWERGEN: S&P Puts 'BB' Rating on CreditWatch Negative
SPINNERT ACQUISITIONS: April 28 Meeting Set to Form Creditors Panel

SPORTS AUTHORITY: Abandons Reorganization, To Pursue Liquidation
SPORTS AUTHORITY: Stymied in Challenge to Bankruptcy Financing
SUNDEVIL POWER: Hires KPMG as Tax and Accounting Consultants
SUNEDISON INC: Exiting CFO Has Yet to Leave Post
SUNEDISON INC: To Sell 202-Megawatts of Solar to Colbun

TANGO TRANSPORT: U.S. Trustee Forms 3-Member Creditors' Committee
TATOES LLC: Hires CFO Selections as Consultants
TOSCANA PARTNERS: Case Summary & 20 Largest Unsecured Creditors
TRIAD GUARANTY: Court OKs "Phillips" Settlement, Allocation Plan
URANIUM ONE: Moody's Confirms Ba3 CFR, Outlook Stable

VALEANT PHARMACEUTICALS: Gets Default Notices Over Delayed 10-K
VESTIS RETAIL: U.S. Trustee Forms 7-Member Creditors' Committee
VISTA MARKETING: BMO Harris Entitled to Gas Station Proceeds
WEST CORP: Board Elects Jeanette Horan as Director
WEST TEXAS POLY: Case Summary & 20 Largest Unsecured Creditors

WPX ENERGY: S&P Lowers CCR to 'B+' on Weaker Credit Metrics
[*] Bennett Joins Seyfarth Shaw's Corporate Group as Senior Counsel
[^] Recent Small-Dollar & Individual Chapter 11 Filings

                            *********

39 BISHOP JOE: Asks Court to Extend Solicitation Period Sine Die
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Pursuant to 11 U.S.C. Sec. 1121(d), debtor 39 Bishop Joe L. Smith
Way, LLC, asks the U.S. Bankruptcy Court for the District of
Massachusetts to extend the time within which the Debtor has the
exclusive right to solicit approval of a Plan of Reorganization.
The period during which the Debtor has the exclusive right to
obtain acceptances of the Plan was slated to expire April 22, 2016,
absent an extension.  The Debtor requests that the Court extend the
Acceptance Period through until the date of the rescheduled
Confirmation Hearing.

On May 28, 2015, the Debtor filed its Disclosure Statement and Plan
of Reorganization.  After further amendment, on Dec. 1, 2015, the
Debtor filed a Third Amended Disclosure Statement and Plan.  On
Dec. 2, 2015, the Bankruptcy Court approved the Debtor's Third
Amended Disclosure Statement.  

The Debtor served the Order approving the Third Amended Disclosure
Statement; the Third Amended Disclosure Statement; Third Amended
Plan of Reorganization and Ballot to all creditors on December 9,
2015.  There originally was a confirmation hearing scheduled on
January 28, 2016, but the Debtor requested, and the Court allowed,
the hearing to be continued to February 11.  

Due to circumstances beyond the Debtor's control, the Debtor's
third party proponent has indicated that he is no longer willing to
continue with the Plan.  The Debtor asked the Court to continue the
Confirmation Hearing generally.  

The Debtor's plan will provide for a 100% payment to all allowed
claim holders and the Debtor asserts that the plan is feasible and
confirmable.

The Debtor has received votes from both Class Two and Class Three
accepting the Plan.  In addition, the Debtor attended mediation
with its senior secured creditor, Hingham Institution for Savings
and the parties were able to resolve their objections and claims.

39 Bishop Joe L. Smith Way, LLC is the owner of two buildings
located at 39 Bishop Joe L. Smith Way, Dorchester, Massachusetts.
The property contains two vacant buildings, each containing six
units, currently undergoing renovation.

39 Bishop Joe L. Smith Way, LLC filed a Chapter 11 petition (Bankr.
D. Mass. Case No. 15-10311) on Jan. 29, 2015, listing under $1
million in both assets and liabilities.  It is represented by:

     John M. McAuliffe, Esq.
     McAuliffe & Associates, P.C.
     430 Lexington Street
     Newton, MA 02466
     Tel: (617) 558-6889
     E-mail: john@jm-law.net


ABENGOA SA: Wins U.S. Bankruptcy Court Protection
-------------------------------------------------
Patrick Fitzgerald, writing for Dow Jones' Daily Bankruptcy Review,
reported that Judge Kevin Carey of the U.S. Bankruptcy Court in
Wilmington, Del., granted bankruptcy protection to Spain's Abengoa
SA over the objections of a group insurance companies who claimed
the energy company's talks to restructure billions in debt was
unfair to U.S. creditors.

According to the report, Judge Carey said he would sign off on
Abengoa's bid for protection under chapter 15, which recognizes the
company's ongoing restructuring talks with its banks and
bondholders in Spain.

Recognition of the Spanish proceeding locks in a pre-insolvency
standstill agreement Abengoa struck with key creditors that gives
it more time -- through Oct. 28 -- to continue negotiations on
restructuring its debts, which court papers show total more than
EUR14.6 billion ($16.48 billion), the report related.

A group of insurance companies that has issued some $250 million in
surety bonds tied to Abengoa's construction of U.S. power plants
had balked at the U.S. court's recognition of the Spanish
proceeding, the report further related.  The companies -- including
Liberty Mutual Insurance Co., AIG and Zurich American Insurance Co.
-- called the Spanish proceeding "manifestly contrary" to U.S.
public policy because it forced them to abide by a standstill
agreement without due process, the report said.

Judge Carey said the lawyers for the insurers were arguing that the
Spanish restructuring proceedings should only be recognized if they
were identical to a U.S. bankruptcy proceeding, the report added.
"They don't have to be identical to a U.S. bankruptcy proceeding,"
he said in his ruling from the bench.

                        About Abengoa S.A.

Spanish energy giant Abengoa S.A. is a leading engineering and
clean technology company with operations in more than 50
countries worldwide that provides innovative solutions for a
diverse range of customers in the energy and environmental
sectors.  Abengoa is one of the world's top builders of power
lines transporting energy across Latin America and a top
engineering and construction business, making massive renewable-
energy power plants worldwide.

As of the end of 2015, Abengoa, S.A. was the parent company of
687 other companies around the world, including 577 subsidiaries,
78 associates, 31 joint ventures, and 211 Spanish partnerships.
Additionally, the Abengoa Group held a number of other interests
of less than 20% in other entities.

On Nov. 25, 2015 in Spain, Abengoa S.A. announced its intention
to seek protection under Article 5bis of Spanish insolvency law,
a pre-insolvency statute that permits a company to enter into
negotiations with certain creditors for restricting of its
financial affairs.  The Spanish company is facing a March 28,
2016, deadline to agree on a viability plan or restructuring plan
with its banks and bondholders, without which it could be forced
to declare bankruptcy.

On March 16, 2016, Abengoa presented its Business Plan and
Financial Restructuring Plan in Madrid to all of its
stakeholders.

                       U.S. Bankruptcies

Abengoa, S.A., and 24 of its subsidiaries filed Chapter 15
petitions (Bankr. D. Del. Case Nos. 16-10754 to 16-10778) on
March 28, 2016, to seek U.S. recognition of its restructuring
proceedings in Spain.  Christopher Morris signed the petitions as
foreign representative.  DLA Piper LLP (US) represents the
Debtors as counsel.

Gavilon Grain, LLC, et al., on Feb. 1, 2016, filed an involuntary
Chapter 7 petition for Abengoa Bioenergy of Nebraska, LLC
("ABNE") and on Feb. 11, 2016, filed an involuntary Chapter 7
petition for Abengoa Bioenergy Company, LLC ("ABC").  ABC's
involuntary Chapter 7 case is Bankr. D. Kan. Case No. 16-20178.
ABNE's involuntary case is Bankr. D. Neb. Case No. 16-80141.  An
order for relief has not been entered, and no interim Chapter 7
trustee has been appointed in the Involuntary Cases.  The
petitioning creditors are represented by McGrath, North, Mullin &
Kratz, P.C.

On Feb. 24, 2016, Abengoa Bioenergy US Holding, LLC and 5 five
other U.S. units of Abengoa S.A., which collectively own,
operate, and/or service four ethanol plants in Ravenna, York,
Colwich, and Portales, each filed a voluntary petition for relief
under Chapter 11 of the United States Bankruptcy Code in the
United States Bankruptcy Court for the Eastern District of
Missouri.  The cases are pending before the Honorable Kathy A.
Surratt-States and are jointly administered under Case No. 16-
41161.

Abeinsa Holding Inc., and 12 other affiliates, which are energy,
engineering and environmental companies and indirect subsidiaries
of Abengoa, filed Chapter 11 bankruptcy petitions (Bankr. D. Del.
Proposed Lead Case No. 16-10790) on March 29, 2016.


AFFORDABLE MED: Debtor Asks Bankruptcy Court to Appoint an Examiner
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Affordable Med Scrubs, LLC, is asking the Honorable Mary Ann
Whipple to appoint an examiner to investigate the defenses the
company may have to the validity, priority and amount of a claim
filed by FirstMerit Bank, N.A., and investigate what potential
causes of action the debtor-in-possession may have against
FirstMerit.  

As this case enters its final phases, Affordable Med tells the
Court, there will likely be two plans that the Debtor's creditors
must evaluate:

     (1) a liquidation plan proposed by FirstMerit with a
liquidating trustee selected by FirstMerit; and

     (2) a reorganization plan proposed by the Debtor and
administered by the Debtor.

In proceedings before this Court, Debtor's counsel has disclosed
that there are causes of action that the Debtor must investigate to
determine whether there is value to the estate
in pursuing such actions.  Some of those causes of action involve
FirstMerit.  The Sixth Interim Cash Collateral Order and every cash
collateral order entered in this case not only prohibits
investigation of causes of action against FirstMerit, but also
prohibits any form of objection to the claim filed by FirstMerit in
this case.   

The Debtor reminds the Court that FirstMerit transferred
$246,507.84 from two different Debtor accounts approximately 16
days before this bankruptcy was filed and applied the funds to
unsecured credit card obligations of the Debtor.  The Debtor
believes these actions give rise to avoidance pursuant to section
547 of the Bankruptcy Code.  In addition, FirstMerit has filed a
proof of claim in this case seeking postbankruptcy interest and
fees, which pursuant to Section 506(b) of the Bankrutpcy Code may
not be permitted, if FirstMerit is under-secured. Moreover, within
the year before the initiation of this bankruptcy, actions taken by
FirstMerit’s Sterling Morris directly contradicted previous
agreements the Debtor had with other FirstMerit representatives --
for example, Sterling Morris' actions on behalf of FirstMerit
precluded the Debtor from obtaining $4,000,000 in pre-bankruptcy
third party financing.  The extraordinary control exerted by
Sterling Morris and FirstMerit, in contradiction with earlier
agreements between the Debtor and other FirstMerit representatives,
may give rise to lender liability causes of action against
FirstMerit.

Before any plan is considered, all of the creditors in this case
should have the opportunity to understand whether the Debtor has
defenses to FirstMerit's claim and causes of action against
FirstMerit.  Although the Debtor is willing to investigate such
matters if the Sixth Interim Cash Collateral Order is amended to
permit such an inquiry, the Debtor believes it may be in the best
interest of creditors to have these matters investigated by an
Examiner appointed by the Court.  If a creditors' committee
existed, the Debtor would recommend having the committee
investigate, but without the benefit of a committee, the Debtor
requests that the Court appoint an un-biased, disinterested
Examiner for the sole purpose of investigating the Debtor's
defenses and causes of action, if any, related to FirstMerit.

Affordable Med Scrubs LLC filed a chapter 11 petition (Bankr. N.D.
Ohio Case No. 15-33448) on Oct. 24, 2015.  The Debtor is
represented by:

           Sherri L. Dahl, Esq.
           DAHL LAW LLC
           12415 Coit Road
           Bratenahl, Ohio 44108
           Tel: 216.235.6871
           E-mail: SDahl@DahlLawLLC.com

The Debtor estimated its assets and liabilities at less than $10
million at the time of the filing.  The petition was signed by
Robert Zubrow, president.  A list of the Debtor's 20 largest
unsecured creditors is available at
http://bankrupt.com/misc/ohnb15-33448.pdfat no change.


AIR CANADA: Fitch Affirms 'B+' Long-Term Issuer Default Rating
--------------------------------------------------------------
Fitch Ratings has revised its Rating Outlook on Air Canada to
Positive from Stable. The long-term Issuer Default Rating (IDR) has
been affirmed at 'B+'. In addition, Fitch has upgraded Air Canada's
senior unsecured debt to 'B+/RR4' from 'B/RR5'.

The rating action is supported by Air Canada's improving financial
results, reduced pension obligations, and longer-term commitment to
de-leveraging. The Positive Outlook reflects financial results for
2015 that came in above Fitch's prior expectations, driven in part
by lower fuel prices, but also by the company's ongoing efforts to
reduce operating costs, increase ancillary revenues, and optimize
its fleet through cabin upgrades and by growing its low-cost
subsidiary, rouge. The Positive Outlook is also supported by an
overall strengthened North American aviation market, which has led
to improved credit profiles for most industry participants.

Fitch's primary concerns remain the heavy capital spending required
over the next couple of years as Air Canada works to renew its
fleet. The large slate of 787-9s to be delivered over the next two
years will push capital spending to above-average levels that are
only heightened by the recent weakness of the Canadian dollar
compared to the U.S. Dollar. Heavy capex requirements are expected
to pressure free cash flow and limit AC's opportunities to de-lever
in the near term. These concerns are offset by the considerable
savings the company stands to gain from lower fuel prices. Other
concerns include the on-going unit revenue weakness across the
industry as well as the risks that are typical for the airline
industry including heavy cyclicality, high operating leverage, and
exposure to exogenous shocks.

KEY RATING DRIVERS

Improving Financial Performance:

Air Canada's financial performance has improved over the past year
aided by low fuel prices, AC's efforts to reduce unit costs,
ongoing fleet modernization and higher ancillary revenues. Over the
intermediate term, Fitch expects AC to continue generating solid
financial results, with operating margins remaining well above
historical levels produced prior to 2013. Operating margins have
room to expand incrementally in 2016 as low fuel prices and the
arrival of more efficient 787s help on the cost side. These items
will be at least partially offset by unit revenue weakness, a
portion of which is by design. AC expects some unit revenue
degradation as it grows its average stage length and focuses on
more leisure travel. Fitch also expects some industry-driven unit
revenue pressure as low fuel prices and heavy competition keep
fares compressed.

Air Canada's CASM ex-fuel was roughly flat in 2015 reflecting the
benefits of the cost initiatives taken over the past several years,
offset by the weakness of the Canadian dollar. The company is
experiencing the benefit of flying its reconfigured, high-density,
777s on long-haul routes, as well as the lower operating costs of
the 787s, and the growth of flying at rouge. Fitch expects AC's
unit cost performance to continue to improve over the next several
years as it updates its widebody fleet and grows rouge to its full
fleet size of 50 aircraft by next year. AC also has the benefit of
having locked in long-term deals with most of its major labor
groups. While several competitors in the industry are negotiating
potentially significant pay increases with their labor unions, Air
Canada's pilots, flight attendants, maintenance workers, and
dispatchers all have contracts that run into the middle of the next
decade.

Above-Average Capacity Growth

Fitch expects the company's ASM growth to be in line with or higher
than last year when capacity grew by 9.4%. Beyond 2016, Fitch
expects ASM growth to remain well above that of other major network
carriers, likely in the mid- to high-single-digit range, as AC
receives more widebody planes and expands its international
presence. While the total amount of growth is substantial, much of
the extra capacity will be added at low incremental costs, either
by adding routes at rouge, by flying larger-gauge aircraft such as
the 787 in place of 767s, or by densifying its existing fleet of
777s. Air Canada has managed its recent expansion efforts well,
growing operating margins by more than 6 percentage points over the
last two years.

Credit Metrics Strong for the Rating

Fitch expects Air Canada's leverage metrics to remain steady or
improve marginally over the next two to three years, remaining at
levels that are much improved from a few years ago. Total adjusted
debt/EBITDAR declined to 3.9x at year-end 2015, which was higher
than Fitch had previously forecast, primarily due to higher debt
levels resulting from a weak Canadian dollar. AC's adjusted
leverage remains higher than its peers in the 'BB' category, though
AC has the benefit of having eliminated its pension deficit,
whereas the three large U.S. network carriers all carry sizeable
pension obligations.

AC's pension plans moved to a surplus position of $152 million at
the end of the year compared to a deficit of $3.7 billion in 2012.


Up until the second quarter of 2015 Air Canada's pension plans were
governed by a special agreement with the Canadian government. The
agreement stipulated that beginning in 2014 Air Canada was required
to make minimum past service contributions that average $200
million/year for seven years, with no single-year contribution
below $150 million. The company opted out of this plan last year,
causing the pension plan to be governed under normal Canadian
accounting rules. As such, its funding requirements dropped to $96
million in 2015 and AC expects funding requirements to be around
$76 million in 2016 compared to the $200 million contributions that
otherwise would have otherwise been required.

KEY ASSUMPTIONS

-- Continued moderate growth in demand for air travel through the

    forecast period

-- Fuel prices increasing to about $65/barrel by 2018 - note that

    this is a conservative estimate compared to the forecast
    published in Fitch's most recent oil & gas price deck

-- Air Canada's capacity continues to grow in the high single-
    digit range

RATING SENSITIVITIES

Future actions that may individually or collectively cause Fitch to
take a positive rating action include:

-- Sustained adjusted debt/EBITDAR below 4.0x;

-- EBITDAR margins sustained above 15%, EBIT margins above 10%;

-- Better than expected (neutral or positive) free cash flow
    generation over the intermediate term.

Although AC's current credit metrics are roughly in-line with those
outlined above, future positive rating actions may be driven by
expectations for metrics to be sustained amidst a more difficult
operating environment (i.e. higher fuel prices or a notable drop in
demand).

Future actions that may individually or collectively cause Fitch to
take a negative rating action include:

-- Weaker than expected margin performance or higher than
    expected borrowing causing leverage to reach or exceed 5x;

-- Weaker than expected financial performance causing free cash
    flow to be notably below Fitch's expectations;

-- A decline in the company's EBIT margin to the low single
    digits, EBITDAR margins into the high single digits.

LIQUIDITY

Fitch expects FCF to be weak over the next several years due to
heavy capital spending, but AC's financial flexibility is supported
by a solid liquidity balance, a growing base of unencumbered
assets, and the fact that most upcoming capital expenditures
consist of highly financeable aircraft like the 787-9. Fitch
expects FCF to be negative in the low- to mid-single digits as a
percentage of revenue in 2016, with this year representing a peak
for new aircraft deliveries. FCF should improve thereafter, with
Fitch's base case forecast calling for modestly positive FCF
through the remainder of its forecast period. While the heavy
upcoming capital expenditures are a concern, Fitch believes that
AC's fleet renewal represents an important part of its business
plan. The 787s and high-density 777s coming in to the fleet over
the next couple of years will operate at a lower unit cost, and
will further AC's efforts towards expanding its international
footprint.

Air Canada's liquidity is supportive of the rating. At year end the
company had a cash and short-term investments balance of $2.7
billion and an undrawn revolver of $210 million. Total liquidity is
equal to 21% of LTM revenue. Upcoming debt maturities are
manageable given AC's cash on hand and Fitch's expectations for the
company to generate cash from operations approaching or exceeding
$2 billion in each of the next several years.

Recovery Ratings: Fitch's recovery analysis reflects a scenario in
which a distressed enterprise value is allocated to the various
debt classes. The 'RR1' Recovery Rating on AC's first- and
second-lien secured debt reflects Fitch's assumption that all
secured debtholders would receive superior recovery based on the
estimate of AC's going concern enterprise value. The 'RR4' on AC's
unsecured notes reflects an expected recovery in the 30%-50% range
driven by the notes' subordinate position within Air Canada's debt
structure which primarily consists of secured obligations. The
upgrade from 'RR5' reflects Air Canada's improving EBITDA, which
led to a higher estimated enterprise value in our recovery
analysis.

Fitch has taken the following rating actions:

Air Canada

-- Long-term IDR affirmed at 'B+';
-- Senior secured first-lien affirmed at 'BB+/RR1';
-- Senior secured second-lien debt affirmed at 'BB+/RR1';
-- Senior unsecured debt upgraded to 'B+/RR4' from 'B/RR5'.

The Rating Outlook is Positive.



ALPHA NATURAL: Can Name Rice Drilling as Stalking Horse Bidder
--------------------------------------------------------------
Judge Kevin R. Huennekens of the U.S. Bankruptcy Court for the
Eastern District of Virginia, Richmond Division, authorized Alpha
Natural Resources, Inc., et al., to designate Rice Drilling B, LLC,
a Delaware limited liability company, as stalking horse bidder for
the purchase of the PLR Assets.

Any Qualified Bid for the PLR Assets under the Bidding Procedures
must be in cash; and include a Purchase Price at least equal to
$200,000,000 plus cash equal to the Initial Bid Increment.  The
"Initial Bid Increment" will mean $4,500,000 in cash, comprised of
the amount sufficient to satisfy the payment by the Debtors of the
Break-Up Fee and the maximum Expense Reimbursement Amount (i.e., a
total of $3,500,000), plus $1,000,000.  The Debtors reserve the
right to modify the terms of the Initial Bid Increment and provide
notice of any modification to Potential Bidders, provided that any
changes are consistent with the PLR Stalking Horse APA.  Bidding on
the PLR Assets at any Auction will proceed in increments of not
less than $1,000,000.  In addition, for the avoidance of doubt and
consistent with the terms of the Bidding Procedures, any Auction of
the PLR Assets will be conducted on an open basis, and requests for
final sealed bids will not be made.

The initial Auction currently is scheduled to take place at offices
of the Debtors' counsel, Jones Day, at 222 East 41st Street, New
York, New York 10017, at 10:00 a.m. (prevailing Eastern Time) on
May 16, 2016, and may be rescheduled, or the location may be
changed.  Objections to the sale must be submitted by May 10.

All objections to the relief granted herein (including those in the
Responses) that have not been withdrawn with prejudice, waived,
resolved or settled are denied and overruled on the merits with
prejudice.  As previously reported by The Troubled Company
Reporter, the West Virginia Department of Environmental Protection
objected to the Debtors' motion for an order approving the sale of
their core assets to their "stalking horse" purchaser, complaining
that the proposed credit-bid sale, which would divest Alpha of its
most valuable and profitable assets, provides no cash consideration
flowing to the Debtors' estates to deal with their remaining
massive environmental liabilities.

                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 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.


AMERICAN HOSPICE: Objections on Motion to Find PCO Unnecessary
--------------------------------------------------------------
Andrew R. Vara, the Acting United States Trustee, objects to the
motion of American Hospice Management Holdings, LLC, for an order
finding that the appointment of a patient care ombudsman is
unnecessary in the Chapter 11 cases.

Section 333 to the Bankruptcy Code requires the court to appoint a
Patient Care Ombudsman ("PCO") within 30 days of a petition being
commenced.  The PCO will represent the interests of the patients
unless the court finds the appointment is not necessary based upon
the facts of the case.  The very reasons Debtors rely upon in
arguing against the appointment of a PCO, are the reasons that
compel the appointment of a PCO.

The Debtors provide end of life care with dignity and comfort to
approximately 600 patients in their homes, skilled nursing
facilities and an impatient care facility in six states.  The
doctors, nurses and other healthcare professionals who provide for
medical care for the Patients are dependent upon the facilities and
support staff Debtors provide.  Any sudden change in that care
could have a harmful impact on the Patients including in an
increase in their physical and mental suffering, serious injury
requiring emergency room treatment and hospital stays removing the
patients from the very place the Patient chose to receive his/her
end-of-life care or even premature death, actions not necessarily
consistent with the object of ending life with care and dignity.

The primary purpose of the PCO is to speak on behalf of the
Patients.  Unlike the Debtors' proposed alternative, Dr. Kathi
Cordingly, the PCO is an independent voice for the Patients not
beholden to the Debtors' management.  While Debtors are concerned
about the costs of the PCO, cost should not trump the best
interests of the Patients when the quality of the Patients
end-of-life care is at stake.

A court appointed PCO will be an independent voice for the quality
of patient care throughout the organization, and not just those in
a particular jurisdiction.  In the likely event that the currently
proposed sale of substantially all of Debtors' assets does not
include Debtors' operations in all six states, and the Debtors seek
an immediate conversion of these cases to Chapter 7, a PCO would be
necessary and essential to help ensure that the needs of Patients
in this process are met and that their records properly handled.

The U.S. Trustee is represented by:

         Natalie M. Cox, Esq.
         J. Caleb Boggs Federal Building
         844 King Street, Suite 2207, Lockbox 35
         Wilmington, DE 19801
         Tel: (302) 573-6491
         Fax: (302) 573-6497

Benjamin C. Mizer, the Principal Deputy Assistant Attorney General,
representing the U.S. Department of Health and Human Services
("HHS"), acting through the Centers for Medicare & Medicaid
Services ("CMS"), joins the Objection of the United States Trustee
to the Debtor's motion and requests that a patient care ombudsman
be appointed.

The Attorney General is represented by:

         Ruth A. Harvey, Esq.
         Tracy J. Whitaker, Esq.
         Leah V. Lerman, Esq.
         U.S. Department of Justice
         P.O. Box 875
         Ben Franklin Station
         Washington, D.C. 20044
         Tel: (202) 307-0452
         Fax: (202) 307-0494
         E-mail: Leah.V.Lerman@usdoj.gov

                 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.


API TECHNOLOGIES: Vintage Albany, et al., No Longer Shareholders
----------------------------------------------------------------
In an amended Schedule 13D filed with the Securities and Exchange
Commission, Vintage Albany Acquisition, LLC, Kahn Capital
Management, LLC, et al., disclosed that as a result of the
consummation of the merger between API Technologies Corp. and an
affiliate of private equity firm J.F. Lehman & Company, they ceased
to be the beneficial owners of any of API Technologies' shares.  A
copy of the regulatory filing is available for free at:

                      http://is.gd/U3XXPv

                    About API Technologies

API Technologies designs, develops and manufactures electronic
systems, subsystems, RF and secure solutions for technically
demanding defense, aerospace and commercial applications.  API
Technologies' customers include many leading Fortune 500
companies.  API Technologies trades on the NASDAQ under the symbol
ATNY.  For further information, please visit the Company Web site
at http://www.apitech.com/             

API Technologies reported a net loss of $22.29 million on $232.28
million of net revenue for the year ended Nov. 30, 2015, compared
to a net loss of $18.91 million on $226.85 million of net revenue
for the year ended Nov. 30, 2014.

As of Feb. 29, 2016, API Technologies had $334.81 million in total
assets, $253.18 million in total liabilities and $81.62 million in
shareholders' equity.

                           *     *     *

As reported by the TCR on Feb. 14, 2013, Moody's Investors Service
has withdrawn all ratings of API Technologies, including its
'Caa1' Corporate Family Rating and negative outlook due to the
repayment of all rated debt.  On Feb. 6, 2013, API Technologies
completed a refinancing of its previously outstanding rated
bank debt.  All ratings of API have been withdrawn since the
company has no rated debt outstanding.

In the Feb. 22, 2013, edition of the TCR, Standard & Poor's
Ratings Services said that it lowered its corporate credit rating
on API Technologies to 'B-' from 'B'.

"The downgrade reflects weaker-than-expected credit metrics
resulting from less-than-expected improvements in operating
performance and higher debt, including a modest increase from the
recent refinancing," said Standard & Poor's credit analyst Chris
Mooney.


ASPECT SOFTWARE: Files Bankruptcy Rule 2015.3 Report
----------------------------------------------------
Aspect Software Parent Inc. and its affiliated debtors filed a
report with the U.S. Bankruptcy Court in Delaware, disclosing that
they hold 100% interest in Aspect Software (BVI) Holdings Ltd. and
32 subsidiaries.

The companies filed the report pursuant to Bankruptcy Rule 2015.3.
The report dated April 8, 2016, is available for free at
http://is.gd/Kqy1lr

                       About Aspect Software

Headquartered in Phoenix, Arizona, with 38 offices located in 19
countries, Aspect Software serves as a global provider of software
systems and equipment for contact centers that service the needs of
customers across various industries.  Aspect delivers solutions to
more than 2,200 Contact Centers in more than 70 countries, and its
products currently support approximately 1.5 million contact center
agent seats, managing over 100 million enterprise customer
interactions daily.

Aspect Software Parent, Inc., Aspect Software, Inc., VoiceObjects
Holdings Inc., Voxeo Plaza Ten, LLC and Davox International
Holdings, LLC filed Chapter 11 bankruptcy petitions (Bankr. D. Del.
Lead Case No. 16-10597) on March 9, 2016.  Robert Krakauer signed
the petitions as executive vice president and chief financial
officer.

The Debtors are represented by Domenic E. Pacitti, Esq., and
Michael W. Yurkewicz, Esq., at Klehr Harrison Harvey Branzburg LLP,
in Wilmington, Delaware; Morton Branzburg, Esq., at Klehr Harrison
Harvey Branzburg LLP, in Philadelphia, Pennsylvania; and Joshua A.
Sussberg, P.C., Esq., and Aparna Yenamandra, Esq., at Kirkland &
Ellis LLP, in New York; and James H.M. Sprayregen, P.C., Esq., and
William A. Guerrieri, Esq., at Kirkland & Ellis LLP, in Chicago,
Illinois.  The Debtors also tapped Alix Partners, LLP as financial
advisor, Jefferies LLC as investment banker and Prime Clerk LLC as
claims, notice, and balloting agent.

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 Aspect Software Parent, Inc.


ASPEN GROUP: Issues 4.85 Million Common Shares for $752,500
-----------------------------------------------------------
Aspen Group, Inc., disclosed in a regulatory filing with the
Securities and Exchange Commission that it issued 4,855,487 shares
of common stock to two of its warrant holders in exchange for their
early exercise of warrants at a reduced exercise price of $0.155
(originally, $0.19) per share.  The Company received gross proceeds
of $752,500 from these exercises.  As a condition of the warrant
holders exercising their warrants, Mr. Michael Mathews, the
Company's Chairman of the Board and chief executive officer,
converted a $300,000 note and the related accrued interest on the
Note and the conversion price was reduced from $1.00 to $0.19 per
share.  In connection with this conversion, Mr. Mathews was issued
1,591,053 shares of common stock.

                       About Aspen Group

Denver, Colo.-based Aspen Group, Inc., was founded in Colorado in
1987 as the International School of Information Management.  On
Sept. 30, 2004, it was acquired by Higher Education Management
Group, Inc., and changed its name to Aspen University Inc.  On
May 13, 2011, the Company formed in Colorado a subsidiary, Aspen
University Marketing, LLC, which is currently inactive.  On
March 13, 2012, the Company was recapitalized in a reverse merger.

Aspen's mission is to become an institution of choice for adult
learners by offering cost-effective, comprehensive, and relevant
online education.  Approximately 88 percent of the Company's
degree-seeking students (as of June 30, 2012) were enrolled in
graduate degree programs (Master or Doctorate degree program).
Since 1993, the Company has been nationally accredited by the
Distance Education and Training Council, a national accrediting
agency recognized by the U.S. Department of Education.

Aspen Group reported a net loss of $4.2 million on $5.2 million of
revenues for the year ended April 30, 2015, compared to a net loss
of $5.3 million on $3.9 million of revenues for the year ended
April 30, 2014.

As of Jan. 31, 2016, Aspen had $5.12 million in total assets, $4.39
million in total liabilities and $733,628 in total stockholders'
equity.


ATNA RESOURCES: Seeks Approval of Senior Management Incentive Plan
------------------------------------------------------------------
Atna Resources Inc. and its affiliated debtors ask the U.S.
Bankruptcy Court for the District of Colorado for an Order
Authorizing Implementation of an Incentive Payment Plan to Certain
Senior Management pursuant to Sections 105(a), 363(b)(1) and
503(c)(3) of the Bankruptcy Code.

The Plan Participants are the Debtors' Chief Executive Officer,
James Hesketh; the Debtors' Chief Financial Officer, Rodney Gloss;
and the Debtors' Corporate Controller, Robert Fye.

The KEIP consists of performance-based incentive payments to the
Plan Participants upon achieving certain defined goals. The Debtors
believe that the proposal strikes the appropriate balance under the
facts and circumstances of these cases:

     -- The total aggregate amount of the KEIP is $165,000, payable
to the three Plan Participants:

        * $75,000 - CEO
        * $75,000 - CFO
        * $15,000 - Controller

     -- Payments to the Plan Participants will be paid upon the
satisfaction of these conditions:

             (i) entry of (a) an order authorizing the sale of
substantially all of the assets of the Debtors' estates, or a
portion thereof, pursuant to the Sale Motion or (b) an order
confirming a plan of reorganization or liquidation; and

            (ii) a recovery percentage for general unsecured
creditors of at least 20% of the amount of their allowed general
unsecured claims on a consolidated basis.

     -- If a Plan Participant is terminated or resigns prior to the
completion of a KEIP Goal, the right of such Plan Participant to
receive a payment to achieve the KEIP Goal will be deemed forfeited
automatically and the Debtors shall not make any payment to such
Plan Participant.

     -- Payments required to be made to a Plan Participant under
the KEIP shall be senior in priority to all payment obligations
currently due and owing or that may become due and owing to the
Secured Lender, whether on account of the DIP Obligations, or any
other obligations that may arise in connection with the use of cash
collateral or the extension of postpetition financing by the
Secured Lender.

The maximum aggregate cost of the KEIP in the amount of $165,000,
if the KEIP Goals are achieved, represents 0.2% of the book value
of the Debtors' assets as of the Petition Date.

The KEIP is designed to maximize assets available for distribution
to creditors by
providing incentives to the Plan Participants to minimize costs as
the Debtors continue to operate
their businesses, to maximize the value of any sale of the estates'
assets, and to ensure timely
distributions to creditors.

Atna tells the Court that the program is reasonable and necessary
to provide incentives for senior management to maximize recoveries
to creditors.  Moreover, both the Debtors' secured lender, Waterton
Precious Metals Fund II Cayman, L.P., and the Official Committee of
Unsecured Creditors have no objection to the approval of the Plan.

                About Atna Resources

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

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

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

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

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

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

On Dec. 14, 2015, the Office of the United States Trustee for the
District of Colorado appointed a statutory committee of unsecured
creditors in the Chapter 11 Cases.  The Committee tapped Onsager
Guyerson Fletcher Johnson as attorneys.


B. L. GUSTAFSON: Asks Court to Extend Plan Exclusivity to July 25
-----------------------------------------------------------------
B. L. Gustafson, LLC asks the U.S. Bankruptcy Court for the Western
District of Pennsylvania to extend the Debtor's exclusive period
and deadline to file a Plan of Reorganization from April 26, 2016
until July 25, 2016, and the time for obtaining acceptances to the
Plan from June 25, 2016 to September 23, 2016, pursuant to 11
U.S.C. Sec. 1121(d).

The Proof of Claim deadline is currently set as May 26, 2016 and
the Government Proof of Claim deadline as June 27, 2016.  The
Debtor says the extension of the Plan exclusivity period will allow
the proof of claim deadline to pass and provide the Debtor time to
formulate a Plan by working with all creditors asserting claims in
this case.

B.L. Gustafson, LLC filed a Chapter 11 petition (Bankr. W.D. Penn.
Case No. 15-11361) on December 28, 2015, and is represented by:

     KNOX McLAUGHLIN GORNALL & SENNETT, P.C.
     John F. Kroto, Esq.
     Guy C. Fustine, Esq.
     120 West Tenth Street
     Erie, PA 16501-1461
     Tel: (814) 459-2800
     E-mail: jkroto@kmgslaw.com
             gfustine@kmgslaw.com


BACKGROUND IMAGES: Court Extends Solicitation Period to Sept. 10
----------------------------------------------------------------
At the behest of Background Images, Inc., Judge Sheri Bluebond of
the U.S. Bankruptcy Court for the Central District of California
extended the Debtor's exclusive period to solicit acceptances to
its second amended plan of reorganization (or any amended version
therefor) by 150 days to, and including September 10, 2016, without
prejudice to the Debtor's right to seek further extensions of the
period.

The Debtor is represented by:

     Dean G. Rallis Jr., Esq.
     Matthew D. Pham, Esq.
     ANGLIN, FLEWELLING, RASMUSSEN, CAMPBELL & TRYTTEN LLP
     199 South Los Robles Avenue, Suite 600
     Pasadena, CA 91101-2459
     Tel: (626) 535-1900
     Fax: (626) 577-7764
     E-mail: drallis@afrct.com
             mpham@afrct.com

Background Images, Inc., based in Valencia, Calif., filed a Chapter
11 petition (Bankr. C.D. Cal. Case No. 15-25957) on October 16,
2015, listing $1 million to $10 million in both assets and
liabilities.  Hon. Sheri Bluebond presides over the case.  Dean G
Rallis, Jr., Esq., at ANGLIN, FLEWELLING, RASMUSSEN, CAMPBELL &
TRYTTEN LLP, serves as the Debtor's counsel.  The petition was
signed by Dan Ellis, president.


BASIC ENERGY: Incurs $83.3 Million Net Loss in First Quarter
------------------------------------------------------------
Basic Energy Services, Inc., filed with the Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $83.33 million on $130.35 million of total revenues for the
three months ended March 31, 2016, compared to a net loss of $32.62
million on $261.72 million of total revenues for the same period in
2015.

As of March 31, 2016, Basic Energy had $1.16 billion in total
assets, $1.14 billion in total liabilities and $25.20 million in
total stockholders' equity.

                 Liquidity and Capital Resources

On Feb. 17, 2016, the Company entered into the Term Loan Credit
Agreement with a syndicate of lenders and U.S. Bank National
Association, as administrative agent for the lenders.  The Term
Loan Agreement includes two categories of borrowings: (a) the
closing date term loan borrowings in an aggregate amount of $165.0
million on the closing date and (b) the delayed draw term loan
borrowings in an aggregate principal amount not to exceed $15.0
million.  The making of the Term Loans is subject to the
satisfaction of certain conditions precedent, including, with
respect to the delayed draw term loans, the consent of the lenders
providing the delayed draw term loans.

On Feb. 26, 2016, the Company satisfied the conditions precedent to
the making of the closing date term loans, and the proceeds of the
closing date term loans were deposited into an escrow account,
pending satisfaction of certain conditions.  The proceeds of the
Term Loans deposited in the escrow account will be released from
escrow only upon the satisfaction of the following conditions: (i)
on the closing date, 49.1% of the proceeds of the closing date term
loans may be released upon Basic causing not less than 49.1% of the
term loan priority collateral to become subject to a perfected lien
in favor of the administrative agent;  (ii) on
May 31, 2016, upon the Company causing not less than 75% of the
term loan priority collateral to become subject to a perfected lien
in favor of the administrative agent, the Term Loans in the escrow
account may be released to the extent that the aggregate amount of
Term Loans released to the Company on or prior to such date equals
75% of the Term Loans funded into the escrow account; and (iii) on
Aug. 31, 2016, the remaining proceeds of the Term Loans deposited
in the escrow account may be released upon the Company causing not
less than 95% of the term loan priority collateral to become
subject to a perfected lien in favor of the administrative agent.

Borrowings under the Term Loan Agreement will mature in February,
2021, unless such date is not a business day, in which case the
borrowings under the Term Loan Agreement will mature on the first
preceding business day.  However, if Basic has not completed an
acceptable 2019 senior notes refinancing by November, 2018, then
the borrowings under the Term Loan Agreement will mature in
November, 2018.  Basic is required to prepay the Term Loan
Agreement under certain circumstances without premium or penalty
unless such prepayment is in connection with the "springing"
maturity date of November, 2018 described above, a change of
control or the incurrence of indebtedness not permitted under the
Term Loan Agreement and under certain other circumstances, in which
case such prepayment will be subject to the applicable premium.

Each Term Loan will bear interest on the outstanding principal
amount thereof from the applicable borrowing date at a rate per
annum equal to 13.50%.  In addition, Basic will be responsible for
the applicable lenders' fees, including a closing payment equal to
7.00% of the aggregate principal amount of commitments of each
lender under the Term Loan Agreement as of the effective date, and
administrative agent fees.

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

                       http://is.gd/lehSwR

                        About Basic Energy

Energy Services, Inc. provides a wide range of well site services
in the United States to oil and natural gas drilling and producing
companies, including completion and remedial services, fluid
services, well servicing and contract drilling.  These services are
fundamental to establishing and maintaining the flow of oil and
natural gas throughout the productive life of a well.  The
Company's broad range of services enables us to meet multiple needs
of our customers at the well site.

Basic Energy reported a net loss of $241.74 million in 2015
compared to a net loss of $8.34 million in 2014.

"If we are unable to generate sufficient cash flow or are otherwise
unable to obtain the funds required to make principal and interest
payments on our indebtedness, or if we otherwise fail to comply
with the various covenants in instruments governing any existing or
future indebtedness, we could be in default under the terms of such
instruments.  In the event of a default, the holders of our
indebtedness could elect to declare all the funds borrowed under
those instruments to be due and payable together with accrued and
unpaid interest, secured lenders could foreclose on any of our
assets securing their loans and we or one or more of our
subsidiaries could be forced into bankruptcy or liquidation. If our
indebtedness is accelerated, or we enter into bankruptcy, we may be
unable to pay all of our indebtedness in full.  Any of the
foregoing consequences could restrict our ability to grow our
business and cause the value of our common stock to decline," the
Company warned in its annual report for the year ended Dec. 31,
2015.

                          *    *    *

As reported by the TCR on March 30, 2016, Standard & Poor's Ratings
Services lowered its corporate credit rating on Fort Worth-based
Basic Energy Services Inc. to 'CCC+' from 'B-'.  The outlook is
negative.

The TCR reported n March 14, 2016, that Moody's Investors Service
downgraded Basic Energy Services, Inc.'s Corporate Family Rating
(CFR) to Caa3 from Caa1, its senior unsecured notes rating to Ca
from Caa2, and lowered its Speculative Grade Liquidity Rating to
SGL-4 from SGL-3.  The outlook remains negative.


BERNARD L. MADOFF: Judge Approves 2 Clawback Settlements
--------------------------------------------------------
Jacqueline Palank, writing for Dow Jones' Daily Bankruptcy Review,
reported that a bankruptcy judge signed off on two settlements in
the wind-down of Bernard Madoff's investment firm, which will net
another $40 million for victims of his Ponzi scheme.

According to the report, Judge Stuart M. Bernstein of the U.S.
Bankruptcy court in Manhattan on April 26 signed off on the
settlements, court papers show.  The deals resolve efforts by
liquidation trustee Irving Picard to recover bogus profits paid to
Mr. Madoff's investors, the report related.

                     About Bernard L. Madoff

Bernard L. Madoff Investment Securities LLC and Bernard L. Madoff
orchestrated the largest Ponzi scheme in history, with losses
topping US$50 billion.  On Dec. 15, 2008, the Honorable Louis A.
Stanton of the U.S. District Court for the Southern District of
New York granted the application of the Securities Investor
Protection Corporation for a decree adjudicating that the
customers of BLMIS are in need of the protection afforded by the
Securities
Investor Protection Act of 1970.  The District Court's Protective
Order (i) appointed Irving H. Picard, Esq., as trustee for the
liquidation of BLMIS, (ii) appointed Baker & Hostetler LLP as his
counsel, and (iii) removed the SIPA Liquidation proceeding to the
Bankruptcy Court (Bankr. S.D.N.Y. Adv. Pro. No. 08-01789)
(Lifland, J.).  Mr. Picard has retained AlixPartners LLP as claims
agent.

On April 13, 2009, former BLMIS clients filed an involuntary
Chapter 7 bankruptcy petition against Bernard Madoff (Bankr.
S.D.N.Y. 09-11893).  The petitioning creditors -- Blumenthal &
Associates Florida General Partnership, Martin Rappaport
Charitable Remainder Unitrust, Martin Rappaport, Marc Cherno, and
Steven Morganstern -- assert US$64 million in claims against  Mr.
Madoff based on the balances contained in the last statements they
got from BLMIS.

On April 14, 2009, Grant Thornton UK LLP as receiver placed Madoff
Securities International Limited in London under bankruptcy
protection pursuant to Chapter 15 of the U.S. Bankruptcy Code
(Bankr. S.D. Fla. 09-16751).  The Chapter 15 case was later
transferred to Manhattan.  In June 2009, Judge Lifland approved
the consolidation of the Madoff SIPA proceedings and the
bankruptcy case.

Judge Denny Chin of the U.S. District Court for the Southern
District of New York on June 29, 2009, sentenced Mr. Madoff to 150
years of life imprisonment for defrauding investors in United
States v. Madoff, No. 09-CR-213 (S.D.N.Y.).

From recoveries in lawsuits coupled with money advanced by SIPC,
Mr. Picard has commenced distributions to victims.  As of December
2015, the SIPA Trustee has recovered more than $10.91 billion and
has distributed approximately $9.16 billion, including $833
million
in committed advances from the Securities Investor Protection
Corporation (SIPC).


BUNKERS INTERNATIONAL: Loses Bid to Dismiss M/V Wuchow Suit
-----------------------------------------------------------
Judge Carl J. Barbier of the United States District Court for the
Eastern District of Louisiana denied the Motion for Partial Summary
Judgment filed by Plaintiff Bunkers International Corporation
without prejudice to being refiled, if deemed appropriate.

A full-text copy of the Order dated March 23, 2016, is available at
http://is.gd/5i2h0Rfrom Leagle.com.

The case is BUNKERS INTERNATIONAL CORPORATION v. M/V WUCHOW ET AL.,
SECTION: "J" (3), Civil Action No. 15-5221 (Bankr. E.D. La.).

Bunkers International Corporation, Plaintiff, is represented by
Marios J. Monopolis, Esq. -- mjmonopolis@simmsshowers.com -- Simms
Showers, LLP, pro hac vice, Cecil Gordon Starling, Jr., Esq. -- Law
Offices of Gordon Starling, LLC & John Stephen Simms, Esq. --
jssimms@simmsshowers.com -- Simms Showers, LLP.

China Navigation Co Pte Ltd, Defendant, is represented by Peter
Brooks Sloss, Esq. -- psloss@mrsnola.com -- Murphy, Rogers, Sloss &
Gambel, Michael Letourneau, Esq. -- mletourneau@mrsnola.com --
Murphy, Rogers, Sloss & Gambel & Peter B. Tompkins, Esq. --
ptompkins@mrsnola.com -- Murphy, Rogers, Sloss & Gambel.

Petroleo Brasileiro S.A., Third Party Defendant, is represented by
Michael J. Wray, Esq. -- mwray@leggefarrow.com -- Legge, Farrow,
Kimmit, McGrath & Brown, LLP, Brandon Kirby Best, Esq. --
bbest@leggefarrow.com -- Legge, Farrow, Kimmit, McGrath & Brown,
LLP, pro hac vice & Gerard J. Kimmitt, II, Esq. --
gkimmitt@leggefarrow.com -- Legge, Farrow, Kimmit, McGrath & Brown,
LLP, pro hac vice.

Petroleo Brasileiro S.A., Counter Claimant, is represented by
Michael J. Wray, Legge, Farrow, Kimmit, McGrath & Brown, LLP,
Brandon Kirby Best, Legge, Farrow, Kimmit, McGrath & Brown, LLP,
pro hac vice & Gerard J. Kimmitt, II, Legge, Farrow, Kimmit,
McGrath & Brown, LLP, pro hac vice.

China Navigation Co Pte Ltd, Counter Defendant, represented by
Peter Brooks Sloss, Murphy, Rogers, Sloss & Gambel, Michael
Letourneau, Murphy, Rogers, Sloss & Gambel & Peter B. Tompkins,
Murphy, Rogers, Sloss & Gambel.

Petroleo Brasileiro S.A., Cross Claimant, represented by Michael J.
Wray, Legge, Farrow, Kimmit, McGrath & Brown, LLP, Brandon Kirby
Best, Legge, Farrow, Kimmit, McGrath & Brown, LLP, pro hac vice &
Gerard J. Kimmitt, II, Legge, Farrow, Kimmit, McGrath & Brown, LLP,
pro hac vice.

Bunkers International Corporation, Cross Defendant, represented by
Marios J. Monopolis, Simms Showers, LLP, pro hac vice.

China Navigation Co Pte Ltd, Third Party Plaintiff, represented by
Peter Brooks Sloss, Murphy, Rogers, Sloss & Gambel, Michael
Letourneau, Murphy, Rogers, Sloss & Gambel & Peter B. Tompkins,
Murphy, Rogers, Sloss & Gambel.

Bunkers International Corporation, Third Party Defendant,
represented by Marios J. Monopolis, Simms Showers, LLP, pro hac
vice, Cecil Gordon Starling, Jr., Law Offices of Gordon Starling,
LLC & John Stephen Simms, Simms Showers, LLP.

China Navigation Co Pte Ltd, Counter Claimant, represented by Peter
Brooks Sloss, Murphy, Rogers, Sloss & Gambel, Michael Letourneau,
Murphy, Rogers, Sloss & Gambel & Peter B. Tompkins, Murphy, Rogers,
Sloss & Gambel.

Bunkers International Corporation, Counter Defendant, represented
by Marios J. Monopolis, Simms Showers, LLP, pro hac vice, Cecil
Gordon Starling, Jr., Law Offices of Gordon Starling, LLC & John
Stephen Simms, Simms Showers, LLP.

             About Bunkers International Corp.

Based in Lake Mary, Florida, Bunkers International trades and
provides fuel for ships at sea.  It provides physical supply,
trading, and brokering services from a number of global locating
including those in the U.S., Singapore, Greece, and the United
Kingdom, and says it is the largest marine fuel supplier in
Colombia through its BunkersOil Colombia joint venture with
Vanoil, S.A.  The Company started in Colombia in 1995.

Related entities Atlantic Gulf Bunkering, LLC, and Dolphin Marine
Fuels, LLC provides marine fuel supply services in the Atlantic
Gulf Coast area from Mobile, Alabama, and for the ports of Long
Beach and Los Angeles, California, respectively.

Bunkers International and the two affiliates sought Chapter 11
bankruptcy protection (Bankr. M.D. Fla. Proposed Lead Case No.
15-07397) on Aug. 28, 2015.  The petitions were signed by John T.
Canal, the president/CEO.  

Bunkers estimated assets of $10 million to $50 million and
liabilities of at least $10 million.

The Debtors tapped R. Scott Shuker, Esq., and Mariane L. Dorris,
Esq., at Latham, Shuker, Eden & Beaudine, LLP, as attorneys.  The
Official Committee of Unsecured Creditors retained John Hutton,
Esq., at Greenberg Traurig, PA, as counsel.

                         *     *     *

Following a hearing on Jan. 28, 2016, Judge Cynthia C. Jackson on
Feb. 9 confirmed the Debtors' Joint Plan of Liquidation, as
modified, and approved the Disclosure Statement.

The Plan Confirmation Order designated Robert Morrison as the
Liquidating Agent.  The Liquidating Agent filed an omnibus
application to employ (i) R. Scott Shuker and the law firm of
Latham, Shuker, Eden & Beaudine, LLP, as general counsel; (ii)
Robert Major and Bradley Saxton and the law firm of Winderweedle,
Haines, Ward & Woodman, P.A., as special counsel; and (iii)
Morrison Valuation and Forensic Services, LLC, as his accountant
in
the Chapter 11 cases.

A status conference in the case is scheduled for Thursday, July 7,
2016 at 2:00 p.m.


CAESARS ENTERTAINMENT: Provides Update on Restructuring Process
---------------------------------------------------------------
Caesars Entertainment Operating Company, Inc. ("CEOC") and its
Chapter 11 debtor subsidiaries (together the "Debtors") on April 25
disclosed certain information in connection with its ongoing
discussions with certain stakeholders regarding its restructuring
proceedings.

The Debtors and their parent company, Caesars Entertainment
Corporation ("CEC"), have engaged in recent negotiations with
Wilmington Trust, NA, solely in its capacity as indenture trustee
(the "Subsidiary-Guaranteed Notes Indenture Trustee") under that
certain Indenture, dated as of February 1, 2008, by and between
certain of the Debtors and the Subsidiary-Guaranteed Notes
Indenture Trustee, providing for the issuance of 10.75% Senior
Notes due 2016 (the "Subsidiary-Guaranteed Notes") and holders of
claims on account of such Subsidiary-Guaranteed Notes regarding
potential plan treatments for such claims.

In connection with these negotiations, the Debtors and CEC have
agreed that the Subsidiary-Guaranteed Notes Indenture Trustee may
retain GLC Advisors & Co., LLC as its financial advisor to assist
in ongoing negotiations.

As part of the settlement process, the Debtors and CEC have made a
non-binding settlement proposal to the Subsidiary-Guaranteed Notes
Indenture Trustee that takes into consideration distinct rights
asserted by the holders of Subsidiary-Guaranteed Notes claims
vis-a-vis holders of other claims, including the existence of
claims at certain Debtor estates holding unencumbered property and
the pendency of certain claims objections filed by the
Subsidiary-Guaranteed Notes Indenture Trustee.  Specifically, the
Debtors and CEC have offered that the plan treatment for the
Subsidiary-Guaranteed Notes claims would include, among other
things, (a) allowance of the Subsidiary-Guaranteed Notes claims at
each guarantor Debtor in the aggregate principal amount of
$502,019,224.02, (b) providing the holders of Subsidiary-Guaranteed
Notes claims payment of 85% of such allowed claims, (c) providing
the Subsidiary-Guaranteed Notes Indenture Trustee and holders of
the Subsidiary-Guaranteed Notes claims full releases of any and all
actual or potential liability in connection with such parties'
turnover obligations, (d) providing the Subsidiary-Guaranteed Notes
Indenture Trustee reimbursement by the Debtors of its reasonable
and documented fees and expenses as of the effective date of the
plan, and (e) providing for the support of the plan by the
Subsidiary-Guaranteed Notes Trustee and holders of the
Subsidiary-Guaranteed Notes claims.  The holders of
Subsidiary-Guaranteed Notes (Angelo Gordon & Co., D.E. Shaw
Galvanic Portfolios, LLC, and Benefit Street Partners, LLC) who
have participated in the negotiations with the Debtors and CEC
support moving forward with a transaction that incorporates and
implements the foregoing terms.

The negotiations around the terms and conditions of this plan
proposal remain ongoing, and a definitive agreement, if any, may
result in materially different treatment.

                   About Caesars Entertainment

Caesars Entertainment Corp., formerly Harrah's Entertainment Inc.,
is one of the world's largest casino companies.  Caesars casino
resorts operate under the Caesars, Bally's, Flamingo, Grand
Casinos, Hilton and Paris brand names.  The Company has its
corporate headquarters in Las Vegas.  Harrah's announced its
re-branding to Caesar's in mid-November 2010.

In January 2015, Caesars Entertainment and subsidiary Caesars
Entertainment Operating Company, Inc., announced that holders of
more than 60% of claims in respect of CEOC's 11.25% senior secured
notes due 2017, CEOC's 8.5% senior secured notes due 2020 and
CEOC's 9% senior secured notes due 2020 have signed the Amended and
Restated Restructuring Support and Forbearance Agreement, dated as
of Dec. 31, 2014, among Caesars Entertainment, CEOC and the
Consenting Creditors.  As a result, The RSA became effective
pursuant to its terms as of Jan. 9, 2015.

Appaloosa Investment Limited, et al., owed $41 million on account
of 10% second lien notes in the company, filed an involuntary
Chapter 11 bankruptcy petition against CEOC (Bankr. D. Del. Case
No. 15-10047) on Jan. 12, 2015.  The bondholders are represented by
Robert S. Brady, Esq., at Young, Conaway, Stargatt & Taylor LLP.

CEOC and 172 other affiliates -- operators of 38 gaming and resort
properties in 14 U.S. states and 5 countries -- filed Chapter 11
bankruptcy petitions (Bank. N.D. Ill.  Lead Case No. 15-01145) on
Jan. 15, 2015.  CEOC disclosed total assets of $12.3 billion and
total debt of $19.8 billion as of Sept. 30, 2014.

Delaware Bankruptcy Judge Kevin Gross entered a ruling that the
bankruptcy proceedings will proceed in the U.S. Bankruptcy Court
for the Northern District of Illinois.

Kirkland & Ellis serves as the Debtors' counsel.  AlixPartners is
the Debtors' restructuring advisors.  Prime Clerk LLC acts as the
Debtors' notice and claims agent.  Judge Benjamin Goldgar presides
over the cases.

The U.S. Trustee has appointed seven noteholders to serve in the
Official Committee of Second Priority Noteholders and nine members
to serve in the Official Unsecured Creditors' Committee.

The U.S. Trustee appointed Richard S. Davis as Chapter 11 examiner.


CALPINE CORP: Fitch Affirms 'B+' Long-term Issuer Default Rating
----------------------------------------------------------------
Fitch Ratings has affirmed Calpine Corp.'s Long-term Issuer Default
Rating (IDR) at 'B+'. The Rating Outlook is Stable. Fitch has
affirmed Calpine's first lien senior secured debt at 'BB+' with a
Recovery Rating (RR) of 'RR1' (implying 91% - 100% recovery). The
first lien senior secured debt includes first lien term loans,
first lien senior secured notes and the revolving credit facility,
all of which are pari passu. Fitch has also affirmed Calpine's
senior unsecured debt at 'BB-/RR3'. The 'RR3' rating implies a 51%
- 70% recovery.

In addition, Fitch has affirmed Calpine Construction Finance
Company, L.P.'s (CCFC) Long-term IDR at 'B+' and senior secured
debt rating at 'BB+/RR1'. The Outlook is Stable.

The affirmation reflects Fitch's view that Calpine can continue to
generate stable levels of EBITDA even during periods of extremely
low natural gas prices. Given the relative efficiency of Calpine's
fleet compared to the market, low natural gas prices can boost the
run times for its generation fleet, thus, offsetting the
compression in generation margins to a large extent. Fitch's base
deck for natural gas prices has seen a series of revisions over the
last few months and currently stands at $2.25/$2.50/$2.75 per MMBtu
in 2016/2017/2018, respectively. At these prices, Fitch expects
Calpine to generate 2016 adjusted EBITDA within its stated guidance
range of $1.8 billion - $1.95 billion, which compares with 2015
adjusted EBITDA of $1.98 billion. Beyond 2016, Fitch expects
adjusted EBITDA to modestly increase reflecting Fitch's
expectations of modest improvement in natural gas prices and
contribution from the already announced new generation projects and
recently completed Granite Ridge acquisition.

Fitch's rating concern primarily lies with Calpine's high leverage;
in particular the net adjusted Debt/EBITDA has consistently trailed
management's stated 4.5x target. Calpine's year-end 2015 gross
adjusted Debt/EBITDA was 6.1x and the net adjusted debt/EBITDA was
5.7x. The timing of the debt issuance for Granite Ridge acquisition
does have a bearing; however, in general, management has opted to
operate at or above net adjusted debt/EBITDA of 5.5x. Any
deterioration in the EBITDA outlook from factors such as: a further
drop in natural gas prices, adverse capacity auction outcomes,
compression in heat rates or expiration of above-market contracts,
would be worrisome and bear negative rating pressure if not
accompanied by commensurate debt reduction.

The individual security ratings at Calpine are notched above or
below the IDR, as a result of the relative recovery prospects in a
hypothetical default scenario. Fitch values Calpine's power
generation assets using a net present value (NPV) analysis. Fitch's
updated NPV analysis has seen a material degradation in value, in
particular for Calpine's California portfolio. Any incremental
first lien issuance and/ or further degradation in power generation
values will put downward rating pressure on the senior unsecured
ratings.

KEY RATING DRIVERS

EBITDA Resiliency Through Cycles

Calpine's adjusted EBITDA has proved to be resilient in different
natural gas price scenarios. While Calpine's adjusted EBITDA
remains biased towards higher natural gas prices given the relative
efficiency of its fleet compared to the market, low natural gas
prices have boosted the generation output as gas-fired generation
displaces coal. This level of adjusted EBITDA stability is quite
unique among merchant generation companies and is usually seen for
those generators that sell under long-term contracts with minimum
fuel risk.

Measured Approach to Growth

Fitch has a positive view of management's measured approach to
growth, which has been largely geared towards new generation that
is backed with long-term power purchase agreements with credit
worthy counterparties, and merchant facilities where Calpine has
significant cost advantages over other new entrants. Calpine has
also been an active and opportunistic buyer and seller of
generation assets, monetizing non-core assets and increasing scale
in core regions. Enhancements to annual capacity auctions in PJM
and New England will benefit Calpine's existing dual-fuel
generation fleet and support Calpine's strategy of targeting new
builds and acquisitions in these regions. Fitch expects management
to continue to monetize its assets in non-core regions. Any asset
purchases are likely to be measured, as demonstrated by
management's past actions, and will probably consist of natural gas
fired assets so as to maintain the company's relatively clean
environmental profile. Any large scale, predominantly debt funded
acquisition is likely to put a downward pressure on ratings given
the minimal headroom in credit metrics. Fitch's current view does
not incorporate any major foray by Calpine into the renewable
sector, such as wind and solar over the near-term.

Favorable Generation Mix

The combination of efficient natural-gas fired combined cycle
plants and Geysers (geothermal) assets make Calpine's fleet cleaner
than other coal heavy IPPs. Calpine's fleet is also much younger
than its peers. As a result, Calpine is comparatively much less
vulnerable to both existing and potential stringent environment
regulations addressing greenhouse gas emissions, other air
emissions including SOx, NOx, Mercury and coal ash as well as water
use. For these reasons, Fitch views Calpine's business mix as
relatively strong compared with other merchant generators. Over the
medium to long term Calpine's dependence on natural gas could be a
disadvantage given the rapid penetration and growing threat from
renewables, particularly in California and Texas.

Capital Allocation Geared Toward growth and Share Repurchases

Fitch expects Calpine to generate approximately $500 million of
free cash flow in 2016; annual free cash flow could increase to
more than $700 million by 2017. These free cash flow estimates
incorporate both maintenance and growth capex based on announced
new projects. Significant covenant cushion, incremental first-lien
debt capacity and robust free cash flow generation even in
commodity trough affords Calpine tremendous financial flexibility
to deploy capital. The pace of share repurchases has been tracking
above Fitch's expectations. As of December 31, 2015, Calpine had
repurchased ~$2.25 billion in stock over 2013-2015. This elevated
level was, in part, driven by asset sales. Reinvestment of capital
in new generation projects under long-term contracts would be
viewed positively by Fitch.

Improvement in Credit Metrics

Fitch expects Adjusted Debt to EBITDAR ratio to be 6.5x in 2016 and
improve to 5.5x in 2018. The improvement is driven by scheduled
debt amortizations, incremental debt reduction as contemplated by
management and modest improvement in EBITDA from new generation
projects coming on line. FFO adjusted leverage is expected to be
6.8x in 2016 and improve to 5.7x in 2018. Coverage ratios have
deteriorated somewhat in 2015 with the timing of debt issuance to
finance the Granite Ridge acquisition and are likely to remain in
the 2.75x - 3.25x range over 2016-2018, in line with its 'B+'
credit profile.

Rating Linkages

There are strong contractual, operational and management ties
between Calpine and CCFC. CCFC sells a majority of its power plant
output under a long-term tolling arrangement with Calpine's wholly
owned marketing subsidiary. CCFC is also a party to a master
operation and maintenance agreement and a master maintenance
services agreement with another wholly owned Calpine subsidiary.
For these reasons, in accordance with its Parent and Subsidiary
Rating Linkage Criteria, Fitch assigns the same IDR to CCFC as the
parent even though its standalone credit profile is stronger.

RECOVERY ANALYSIS

Fitch values the power generation assets that guarantee the parent
debt using a NPV analysis. A similar NPV analysis is used to value
the generation assets that reside in non-guarantor subs and the
excess equity value is added to the parent recovery prospects. The
generation asset NPVs vary significantly based on future gas price
assumptions and other variables, such as the discount rate and heat
rate forecasts in California, ERCOT and the Northeast. For the NPV
of generation assets used in Fitch's recovery analysis, Fitch uses
the plant valuation provided by its third-party power market
consultant, Wood Mackenzie as well as Fitch's own gas price deck
and other assumptions. The NPV analysis for Calpine's generation
portfolio yields approximately $1,100/kw for the geothermal assets
and an average of $425/kw for the natural gas generation assets.

KEY ASSUMPTIONS

-- Natural gas prices of $2.25/$2.50/$2.75 per MMBtu for
    2016/2017/2018, respectively;

-- Expected generation hedged per management estimates of 80%,
    38% and 25% for 2016, 2017 and 2018, respectively. Hedged
    margin of $19/27/34 per MWh for 2016/2017/201817,
    respectively;

-- Growth and maintenance capex of approximately $1.9 billion
    over 2016-18;

-- No additional growth projects except those already announced
    and under construction;

-- In absence of additional growth projects, Fitch has assumed
    that free cash flow generation can support approximately $300
    million stock buyback program annually.

RATING SENSITIVITIES

Positive: Positive rating actions for Calpine and CCFC appear
unlikely unless there is material and sustainable improvement in
Calpine's credit metrics compared with Fitch's current
expectations. Management's net leverage target of 4.5x effectively
caps Calpine's IDR at the 'B+' category.

Negative: Future developments that may, individually or
collectively, lead to a negative rating action include:

-- Weak wholesale prices due to unfavorable power demand and
    supply dynamics, regulatory interference and /or distortion in

    market pricing signals that depress Calpine's EBITDA and FFO
    below Fitch's expectations on a sustained basis;

-- An enhanced pace of share repurchases without hitting or
   sustaining the stated net leverage target of 4.5x;

-- An aggressive growth strategy that diverts significant
    proportion of growth capex towards merchant assets and/ or
    inability to renew its expiring long-term contracts leading to

    a higher open position;

-- Inability to reduce its FFO adjusted leverage to below 7.0x,
    and total adjusted debt/EBITDAR below 6.0x over Fitch's
    forecast period; and

-- Incremental first lien leverage and/or further deterioration
    in NPV of the generation portfolio that leads to downward
    rating pressure on the unsecured debt.

LIQUIDITY

Calpine's liquidity position is adequate. Calpine recently extended
the maturity of its $1.5 billion revolver to June 2020 and
increased the size by $178 million until June 2018. As of Dec. 31,
2015, Calpine had approximately $906 million of cash and cash
equivalents at the corporate level and ~$1.2 billion of
availability under the corporate revolver. There is no corporate
debt maturity until 2019 when Calpine's first lien term loan of
$800 million matures. The scheduled project debt amortizations
approximate $200 million annually.

FULL LIST OF RATING ACTIONS

Fitch affirms the following with Stable Outlook:

Calpine Corp.
-- IDR at 'B+';
-- First Lien Term Loans at 'BB+/RR1';
-- First Lien Senior Secured Notes at 'BB+/RR1';
-- Revolving Credit Facility at 'BB+/RR1';
-- Senior Unsecured Notes at 'BB-/RR3'.

Calpine Construction Finance Company, L.P.
-- IDR at 'B+';
-- First Lien Term Loans at 'BB+/RR1'.



CINCINNATI TERRACE: Madison Realty Opposes DIP Financing
--------------------------------------------------------
Madison Realty Investments, Inc., and Cincinnati Terrace Plaza,
LLC, oppose Cincinnati Terrace Plaza Retail, LLC's request for
authority to obtain postpetition debtor-in-possession financing,
complaining that the Debtor does not meet the standard for
obtaining DIP financing with a priming lien, and is not entitled to
turnover of property sold prepetition.

Madison tells the Court that the bankruptcy case is related to a
Chapter 11 proceeding styled In re Alan Glenn Friedberg, No.
15-15934-VFP, and an adversary proceeding styled Friedberg v.
Madison Realty Investments, Inc., et al., No. 15-01944-VFP.
Friedberg is a member of a limited liability company, Gression
Holdings, LLC, which in turn owns 50% of the Debtor.  According to
Madison, the adversary proceeding is another Friedberg's frivolous
litigation tactics for the purpose of delaying and hindering a
Receivership over the real estate in Cincinnati, Ohio.

According to Madison, the bankruptcy case is a single asset real
estate case for the Debtor’s sole asset is one of the three
parcels comprising the property at 15 West Sixth Street,
Cincinnati, Ohio, where the appraised value of all three parcels of
the Property is $5,130,000. So that the Property has over
$3,000,000 in negative equity considering the court costs and real
estate taxes in excess of $1,251,000 that continue to accrue daily,
and which have priority over the mortgage, plus Madison’s over
$6,925,000 judgment amount and other junior liens behind the
mortgages to Madison.

Given that the Debtor has no other assets, no personal guaranty, no
money upfront, and no access to credit, Madison complains that the
Debtor could not be allowed now to borrow $2,000,000 to repair and
improve the Property to sell it for “fair value,” because the
Debtor puts forth no stake in this proposal for this flies in the
face of the concept of adequate protection. Also, the Debtor is
also ignoring the fact that the Property has already been sold
pre-petition over its appraised value, with the highest bid of
$7,000,000 in the receivership sale conducted in State Court, but
now the Debtor seeks to conduct a second sale of the Property,
Madison complains further.

Furthermore, Madison also complains that the Debtor proposes to
engage in a speculative venture for which he proposes Madison to
incur the risk of loss considering that the Debtor has submitted a
“term sheet” with only the most cursory description of the
terms of the alleged lending facility and offers no evidence of how
the requested lending facility will be utilized other than to
repair and stabilize the Property -- no budget, no cost
itemization, and no detail as to how the funds will be expended --
more importantly, there is no evidence as to how the repairs will
increase the value of the Property in order to prime Madison’s
lien.  

Madison Realty Investments, Inc., and Cincinnati Terrace Plaza,
LLC, are represented by:

       W. Peter Ragan, Sr., Esq.
       RAGAN & RAGAN
       A Professional Corporation
       Counselors at Law
       3100 Route 138 West
       Brinley Plaza, Building One
       Wall, New Jersey 07719
       Telephone: (732) 280-4100
       Email: wpr@raganlaw.com

              About Cincinnati Terrace Plaza Retail

Cincinnati Terrace Plaza Retail, LLC, and its affiliated entities,
Cincinnati 926 Hotel, LLC and Cincinnati 926 Office, LLC, together
own real property located at 15 West 6th Street, Cincinnati, Ohio
and commonly known as Terrace Plaza.  Terrace Plaza is a 19-story
commercial mixed-use building consisting of a total of 600,000
square feet of space. The building is currently occupied by retail
tenants on the ground floor, floors two through seven are purposed
for office tenants, and floors eight through nineteen is purposed
for hotel rooms. Only the retail portion of the building is
occupied.   Cincinnati Terrace Plaza Retail is the owner of the
ground floor retail space.

At the behest of mortgage holder Madison Realty Investments, Inc.,
the state court appointed Prodigy Properties, LLC, as receiver for
the Property.  The receiver conducted a sale process and Madison
was the high bidder at sale with a credit bid of $7,000,000.

Cincinnati Terrace Plaza Retail, LLC, based in Cincinnati, Ohio,
filed for Chapter 11 bankruptcy (Bankr. D.N.J. Case No. 16-13384)
on Feb. 25, 2016, to regain control of the property.  The petition
was signed by Lionel Nazario, member.

David L. Stevens, Esq., at Scura, Wigfield, Heyer & Stevens, LLP,
serves as the Debtor's counsel.  The case is assigned to Judge
Vincent F. Papalia.

Cincinnati Terrace estimated $10 million to $50 million in assets;
and $1 million to $10 million in liabilities.


CITY SPORTS: Hires Ropes & Gray LLP as Co-Counsel
-------------------------------------------------
City Sports, Inc., and its debtor-affiliates seek permission from
the U.S. Bankruptcy Court for the District of Delaware to employ
Ropes & Gray LLP as Co-Counsel, nunc pro tunc to October 5, 2015.

The Debtors require R&G to:

     (a) advise the Debtors with respect to their powers and duties
as debtors and debtors in possession in wind down of their
business;

     (b) attend meetings and negotiate with representatives of
creditors and other parties in interest, and advise and consult on
the conduct of the cases, including all of the legal and
administrative requirements of operating in Chapter 11;

     (c) take all necessary action to protect and preserve the
Debtor's estates, including the prosecution of actions on their
behalf, the defence of any actions commenced against those estates,
negotiations concerning litigations in which the Debtors may be
involved, and objections to claims filed against the estates;

     (d) prepare on the Debtors' behalf motions, applications,
answers, orders, reports, and papers necessary to the
administration of the estates;

     (e) advise the Debtors in connection with any sale of assets
or other transactions;

     (f) perform other necessary legal services and provide other
necessary legal advice to the Debtors in connection with these
Chapter 11 cases;

     (g) represent the Debtors on matters in connection with the
Dismissal Motion and the wind down of these Chapter 11 Cases; and

     (h) appear before this Court, any appellate court, and the
United States Trustee, and protecting the interests of the Debtors'
estates before such courts and the United States Trustee.

R&G will be paid at these hourly rates:

     Partners                          $880-$1,450
     Counsel                           $650-$1,330
     Associates                        $325-$895
     Paraprofessionals                 $175-$415

R&G will also be reimbursed for reasonable out-of-pocket expenses
incurred.

Gregg M. Galardi Esq., a member of the firm Ropes & Gray 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.

R&G may be reached at:

      Gregg M. Galardi Esq.
      ROPES & GRAY
      1211 Avenue of the Americas
      New York, NY 10036
      E-mail: Gregg.Galardi@ropesgray.com

                    About City Sports

City Sports, Inc., and City Sports-DC, LLC, filed Chapter 11
bankruptcy petitions (Bankr. D. Del. Case Nos. 15-12054 and
15-12056, respectively) on Oct. 5, 2015.  Andrew W. Almquist signed
the petition as senior vice president and chief financial
officer.



The Debtors estimated both assets and liabilities of $10 million to
$50 million.  The Debtors have engaged DLA Piper LLP (US) as
counsel and FTI Consulting, Inc., as financial and restructuring
advisor.



The Company is a Boston-based specialty sports retailer that offers
performance footwear, athletic apparel, and equipment from leading
brands as well as the Company's own "CS by City Sports" line for
running, fitness, swimming, cycling, tennis, yoga and team sports.


CITY SPORTS: Hires Rust Omni as Administrative Agent
----------------------------------------------------
City Sports, Inc., and its debtor-affiliates seek permission from
the U.S. Bankruptcy Court for the District of Delaware to employ
Rust Consulting/Omni Bankruptcy as Administrative Agent, nunc pro
tunc to October 5, 2015.

The Debtors require Rust Omni to:

     (a) assist with the preparation and filing of the Debtor's
schedules of assets and liabilities and statements of financial
affairs;

     (b) generate and provide claim reports and claim objection
exhibits;

     (c) manage any rights offering pursuant to a Chapter 11 plan;

     (d) manage the publication of legal notices;

     (e) collect and tabulate votes in connection with any Plan
filed by the Debtors and providing ballot reports to the Debtors
and their professionals;

     (f) generate an official ballot certifications and testifying,
if necessary, in support of the ballot tabulation results;

     (g) manage any distributions made pursuant to a Plan; and

     (h) provide any and all necessary administrative tasks not
otherwise specifically set forth above as the Debtors or its
professionals may require in connection with these Chapter 11
Cases.

The Services to be rendered by Rust Omni will be billed at rates
ranging from $29.75 to $165.75 per hour. In addition, Rust omni
will provide the Debtor with a discount of up to $25,000.  The
discount will be effectuated by a voluntary reduction of each
monthly 156(c) invoice (excluding postage, publication and other
pass-through charges) by ten (10%) percent until the aforementioned
$25,00 is reached.

Rust Omni also agreed to cap its fees and cost at $26,250.

The Company and Rust Omni have agreed that the Cap can be adjusted
if the facts described in the foregoing sentence substantially
change.

Rust Omni will be responsible for timely notifying the Debtor of
any substantive change in the facts herein of any single requested
service which exceed $2,500. If necessary, the Company and Rust
Omni will negotiate in good faith the terms of any extension of the
engagement beyond three months, as well as the cap(s) for any
additional period(s).  

Prior to the Petition Date, the Debtors provided Rust Omni a
retainer in the amount of $5,000. Rust Omni has applied the
retainer to all pre-petition invoices, and Rust Omni seeks to hold
any amounts remaining in the retainer as of the Petition Date
during these Chapter 11 Cases as security for the payment of fees
and expenses incurred under the Engagement Agreement.

To the extent that Rust Omni's duties exceed the scope of the
156(c) Order, Rust Omni intends to apply to the Court for allowance
of compensation and reimbursement of reasonable and necessary
out-of-pocket expenses incurred after the Petition Date in
accordance with sections 330 and 331 of the Bankruptcy Code.

Paul H. Deutch, Executive Managing Director of Rust Omni, 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.

Rust Omni may be reached at:

     Paul H. Deutch
     Rust Consulting/Omni Bankruptcy
     5955 De Soto Ave., Suite 100
     Woodland Hills, CA 91367

                     About City Sports

City Sports, Inc., and City Sports-DC, LLC, filed Chapter 11
bankruptcy petitions (Bankr. D. Del. Case Nos. 15-12054 and
15-12056, respectively) on Oct. 5, 2015.  Andrew W. Almquist signed
the petition as senior vice president and chief financial officer.

The Debtors estimated both assets and liabilities of $10 million to
$50 million.  The Debtors have engaged DLA Piper LLP (US) as
counsel and FTI Consulting, Inc., as financial and restructuring
advisor.



The Company is a Boston-based specialty sports retailer that offers
performance footwear, athletic apparel, and equipment from leading
brands as well as the Company's own "CS by City Sports" line for
running, fitness, swimming, cycling, tennis, yoga and team sports.


COCRYSTAL PHARMA: Gets Health Canada Approval to Conduct Trial
--------------------------------------------------------------
Cocrystal Pharma, Inc., announced that it has initiated a Phase
Ia/Ib clinical study of CC-31244, a pan-genotypic, potent NS5B
non-nucleoside inhibitor (NNI), for the treatment of chronic
hepatitis C virus (HCV) infection.  The study is currently
enrolling subjects and has dosed the first subject with no serious
adverse events reported.

"This trial is designed to assess safety and tolerability of
CC-31244 in both healthy and HCV infected subjects as the primary
endpoint," said Douglas L. Mayers, M.D., chief medical officer of
the Company.  "Based on the drug's preclinical safety profile, drug
resistance profile and low nanomolar in vitro potency, the goal is
to determine the antiviral activity and safety of CC-31244 in
humans."

"I am delighted to see the first compound based on the Cocrystal
Discovery Platform entering the clinic.  As a potential
best-in-class pan-genotypic NNI, CC-31244 could be used as an
important component in an all oral, ultra-short HCV combination
therapy," added Dr. Sam Lee, president and co-inventor of this
drug.

The multi-center, double-blind, randomized, placebo-controlled
single ascending oral dose and multiple oral dose trial is designed
to evaluate CC-31244's safety/tolerability, pharmacokinetics
including food effect and antiviral activity in up to 88 subjects.
The study will include two groups: Group A (single ascending doses,
and multiple doses in healthy volunteers), and Group B (multiple
doses in HCV infected individuals).  The dosing of Group B (HCV
infected individuals) will be conducted following the safety and
pharmacokinetic review of Group A (healthy volunteers).

                      About Cocrystal Pharma

Cocrystal Pharma, Inc., formerly known as Biozone Pharmaceuticals,
Inc., is a pharmaceutical company with a mission to discover novel
antiviral therapeutics as treatments for serious and/or chronic
viral diseases.  Cocrystal Pharma employs unique technologies and
Nobel Prize winning expertise to create first- and best-in-class
antiviral drugs.  These technologies and the Company's market-
focused approach to drug discovery are designed to efficiently
deliver small molecule therapeutics that are safe, effective and
convenient to administer.

The Company's primary business going forward is to develop novel
medicines for use in the treatment of human viral diseases.
Cocrystal has been developing novel technologies and approaches to
create first-in-class and best-in-class antiviral drug candidates
since its initial funding in 2008.  Subsequent funding was
provided to Cocrystal Discovery, Inc., by Teva Pharmaceuticals
Industries, Ltd., or Teva, in 2011.  The Company's focus is to
pursue the development and commercialization of broad-spectrum
antiviral drug candidates that will transform the treatment and
prophylaxis of viral diseases in humans.  By concentrating the
Company's research and development efforts on viral replication
inhibitors, the Company plans to leverage its infrastructure and
expertise in these areas.

Cocrystal Pharma, reported a net loss of $50.1 million on $78,000
of grant revenues for the year ended Dec. 31, 2015, compared to a
net loss of $99,000 on $9,000 of grant revenues for the year ended
Dec. 31, 2014.

As of Dec. 31, 2015, Cocrystal Pharma had $224 million in total
assets, $56.6 million in total liabilities and $168 million in
total stockholders' equity.


COMMUNITY CHOICE: S&P Raises ICR to 'CCC', Outlook Negative
-----------------------------------------------------------
Standard & Poor's Ratings Services said it raised its long-term
issuer credit rating on Community Choice Financial Inc. (CCFI) to
'CCC' from 'SD' (selective default).  The outlook is negative.

S&P also affirmed the 'D' issue rating and revised its recovery
rating to '4L' from '5H' on the senior secured notes, indicating
that S&P expects the recovery to be 39% (the lower half of the
30%-50% range) of total senior secured debt.

Over several transactions in recent months, CCFI repurchased its
senior secured notes with a notional value of $141.1 million for
$42.1 million on the open market, which Standard & Poor's viewed as
tantamount to default due to the purchase price being substantially
below par.  Subsequent to the redemption, CCFI has approximately
$278.9 million of senior notes outstanding.  As a result, S&P
believes the company has made positive strides to lower leverage,
but liquidity has significantly declined.

"The rating further reflects CCFI's deteriorating profitability,
erosion of earnings quality, and vulnerability to regulatory rules
coming in the near future," said Standard & Poor's credit analyst
Shakir Taylor.  In 2016, S&P expects negative market dynamics
within the payday industry to persist as volumes and earnings
related to short-term lending will remain suppressed.  S&P believes
the company may continue to contemplate opportunities to
restructure its balance sheet.

The rating on the company's senior notes remains unchanged at 'D'
because S&P believes the company could continue to purchase the
notes on the secondary market at prices significantly below par
value.  Standard & Poor's views such repurchases below par value as
distressed and tantamount to a default.

The negative outlook reflects Standard & Poor's expectation that
CCFI's credit profile will continue to weaken and remain vulnerable
to impending federal and state regulatory development in the near
term, which may drive weak earnings and high leverage over the next
12 months.  S&P also anticipates that the company may continue to
repurchase its own debt on the secondary market at distressed
prices during 2016.

S&P may downgrade the company if regulatory, operational, or
funding challenges begin to hamper sufficient cash flow generation
and liquidity levels to service the company's interest or principal
payments.

There is limited potential for CCFI to be upgraded at this time.



CONSUMER LAW: Wants Exclusivity Moved to Sept. 20; To Revise Plan
-----------------------------------------------------------------
Consumer Law and Mass Tort Litigation Group, LLC, asks the U.S.
Bankruptcy Court for the Northern District of Alabama to extend its
exclusive period to file a Chapter 11 plan of reorganization by 120
days, until Sept. 20, 2016.

Pursuant to 11 U.S.C. Sec. 1121(e), a small business debtor has the
exclusive right to file a plan of reorganization until after 180
days following the Petition Date.  The Exclusivity Period for the
Debtor in this case expires after May 23, 2016.

In seeking an extension of the Exclusivity Period, the Debtor
explains that SPUSV5, 1540 Broadway, LLC -- the NYC Landlord --
filed its proof of claim against the Debtor on January 19, 2016 in
the amount of $10,587,893.81 for "Judgment and Breach of Lease
Damages."  The Debtor has recently reached a comprehensive
agreement with the NYC Landlord, subject to documentation and
bankruptcy court approval.  Based on the anticipated settlement,
the Debtor's plan and disclosure statement need to be modified.
The Debtor expects to have a modified plan confirmed within a
reasonable period of time.

The Debtor is represented by:

     Michael Leo Hall, Esq.
     Heather A. Lee, Esq.
     Ryan D. Thompson, Esq.
     BURR & FORMAN LLP
     420 North 2oth Street, Suite 3400
     Birmingham, AL 35203
     Telephone: (205) 251-3000
     Facsimile: (205) 458-5100
     E-mail: mhall@burr.com
             hlee@burr.com
             rthompson@burr.com

Consumer Law and Mass Tort Litigation Group, LLC, fka Whatley,
Drake & Kallas, LLC, based in Birmingham, Alabama, filed a Chapter
11 petition (Bankr. N.D. Ala. Case No. 15-04791) on November 25,
2015, listing $1 million to $10 million in both assets and
liabilities.  The petition was signed by Joe R. Whatley Jr.,
managing member.

Hon. Tamara O Mitchell presides over the case.  Heather A Lee,
Esq., at Burr & Forman LLP, serves as counsel to the Debtor.

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


CORPORATE CAPITAL: S&P Affirms 'BBB-' ICR, Outlook Remains Neg.
---------------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its 'BBB-'
issuer credit and senior secured debt ratings on Corporate Capital
Trust (CCT).  The outlook on the long-term issuer credit rating
remains negative.

"The rating affirmation reflects our view that CCT's repositioning
of investments in higher levels of the capital structure reduces
the potential for losses in the event of default," said Standard &
Poor's credit analyst Brian Estiz.  During the five quarters ended
in December 2015, CCT's investments (excluding the total return
swap portfolio) in first-lien loans increased to 43% from 37% while
subordinated debt declined to 12% from almost 20%.  At the end of
2015, close to 80% of the portfolio was in secured investments
while almost 100% of the total return swap portfolio was secured.
As a result, S&P's view of the company's risk position has
improved.  Nevertheless, S&P will continues monitoring the
company's unrealized depreciation (for potential realized losses in
the future), which meaningfully increased at the end of 2015 amid
volatility in the capital markets, and portfolio growth, which was
among the highest of business development companies (BDCs).

CCT continues to exclusively rely on secured funding.  At the end
of 2015, CCT had four secured facilities (including the new $200
million secured facility signed with Sumitomo Mitsui Banking Corp.
at the end of 2015), a total return swap, and a senior secured term
loan for a combined borrowing capacity of approximately $2.1
billion, of which 77% had been used.  Two of the facilities listed
at the end of 2015 had maturities in 2017, a $250 million secured
credit facility signed with Deutsche Bank ($210 million drawn as of
Dec. 31, 2015) and a $700 million secured revolving credit facility
signed with a syndicate of banks ($633 million drawn as of Dec. 31,
2015).  While CCT announced in mid-April an amendment to this
secured revolving credit facility, including an increase in
aggregate commitments to $893 million from $700 million, an
extension of the maturity to 2021, and lower interest payments, S&P
believes that the funding profile is less-diversified than peers'.
And given market conditions, S&P do not believe the company will be
able to cost effectively diversify its funding base in the near
term.

"The negative outlook on CCT reflects the company's increasing
unrealized depreciation and fast portfolio growth compared with BDC
peers in the midst of challenging market conditions," said Mr.
Estiz.

S&P could lower the rating if the company's asset coverage ratio
drops below 220%, if unrealized losses continue to build and S&P
believes they are likely to be realized, or if CCT's liquidity
profile significantly deteriorates during the next 12 months.

S&P is unlikely to raise the ratings in the near future.  However,
S&P could consider an upgrade if the company significantly
diversifies its funding profile, realized and unrealized losses
reverse trend and begin to decline, and secured investments
continue to grow as a percentage of the total portfolio.



CORPORATE RESOURCE: Asks Judge to Extend Deadline to Remove Suits
-----------------------------------------------------------------
The bankruptcy trustee of Corporate Resource Services Inc. has
filed a motion seeking additional time to remove lawsuits involving
the company and its affiliates.

In his motion, James Feltman asked Judge Martin Glenn of the U.S.
Bankruptcy Court for the Southern District of New York to move the
deadline for filing notices of removal of the lawsuits to July 15,
2016.

The motion is on Judge Glenn's calendar for May 10.  Objections are
due by May 3.

                     About Corporate Resource

Corporate Resource Services, Inc. is a provider of corporate
employment and human resource solutions, headquartered in New York.
CRS leases its headquarters and does not own any real property.
About 90% of CRS shares are owned by Robert Cassera and the balance
are traded OTC.

As of Dec. 31, 2014, CRS was one of the largest employment staffing
companies in the U.S., providing employment and human resources
solutions for corporations with annual sales of about one billion
dollars.  In February 2015, CRS began an orderly wind down of
operations after discovering that TS Employment, Inc., a privately
held company owned by Mr. Cassera, failed to remit tens of millions
of dollars of  the Debtors' withholding taxes to taxing
authorities.

TS Employment Inc., a professional employer organization that
provided payroll-related services for CRS, sought Chapter 11
protection (Bankr. S.D.N.Y. Case No. 15-10243) in Manhattan on Feb.
2, 2015.  TSE tapped Scott S. Markowitz, Esq., at Tarter Krinsky &
Drogin LLP, in New York, as counsel.  Realization Services Inc.
serves as the Debtor's consultant.  The case is before Judge Martin
Glenn.

CRS and its subsidiaries sought Chapter 11 protection (Bankr. D.
Del. Lead Case No. 15-11546) on July 23, 2015, to complete their
orderly wind down of operations.  The CRS Debtors tapped (a)
Gellert Scali Busenkell & Brown, LLC, as bankruptcy counsel, (b)
Wilmer Cutler Pickering Hale & Dorr LLP, as special counsel; (c)
Carter Ledyard & Milburn LLP, as special SEC counsel, (d) SSG
Capital Advisors as financial advisors and investment bankers, and
(e) Rust Omni LLC as claims agent.

CRS estimated $10 million to $50 million in assets and $50 million
to $100 million in debt.

The CRS Debtors' cases were transferred to New York (Bankr.
S.D.N.Y. Lead Case No. 15-12329), on August 18, 2015, and assigned
to Judge Martin Glenn.

James S. Feltman has been appointed as Chapter 11 trustee for the
CRS Debtors and for TS Employment, Inc.  He has tapped Togut, Segal
& Segal LLP as counsel.


CROWN CASTLE: Moody's Raises Sr. Sub. Shelf Rating to Ba1
---------------------------------------------------------
Moody's Investors Service upgraded Crown Castle International
Corp.'s senior unsecured rating to Baa3 from Ba1, senior unsecured
shelf rating to (P)Baa3 from (P)Ba1, and senior subordinate shelf
rating to (P)Ba1 from (P)Ba2.  The ratings outlook is stable.  The
upgrade follows the announcement that Crown Castle is planning to
repay in full $650 million of Senior Secured Tower Revenue Notes
Series 2010-2 and 2010-5 both due 2017 with unsecured debt. Moody's
also assigned a Baa3 senior unsecured rating to CCI's proposed $650
million unsecured notes currently being marketed. The offering
consists of a new 10-year unsecured note and an add-on note being
issued under a supplement to the indenture of the REIT's 3.4% Notes
due 2021.  Moody's withdrew the REIT's Ba1 corporate family rating
consistent with its practices for investment grade issuers.
Concurrently, Moody's affirmed CC Holdings GS V LLC's senior
secured notes rating at Baa2 with a stable outlook.

The upgrade to investment grade reflects Crown Castle's prudent
financial policies, strong and growing cash flows, ample liquidity
as well as the REIT's long-term commitment to reduce its leverage
and operate within a 4x -- 5x net debt/EBITDA target range (or
approximately 5x-6x including Moody's operating lease adjustment).
Moody's continues to view positively the long-term demand
fundamentals for the US wireless infrastructure industry and growth
trends in both - towers and small cells, driven by continued strong
demand for wireless and data services, the acceleration in mobile
traffic and continued build out of carriers' wireless networks.
Crown Castle is poised to capitalize on future growth with its
scale and its standing as one of the leading tower operators that
will support continued improvement in its credit profile.

Since Moody's changed the ratings outlook to positive in January
2016, CCI has continued to demonstrate its adherence to a
conservative financial policy and commitment to improving its
balance sheet.  Earlier this month CCI announced that it acquired
Tower Development Corporation for approximately $461 million, which
was funded on a leverage-neutral basis and included a sizable
(approximately $300 million) equity component.  The acquisition is
immediately accretive to adjusted funds from operations.  In
addition, the REIT's proposed refinancing transaction announced
today will further simplify CCI's balance sheet by (i) refinancing
secured debt with unsecured obligations, (ii) repaying $650 million
of securitized debt at the subsidiary with the unsecured
obligations at the holding company, and (iii) extending the debt
maturity profile.

The REIT's senior secured notes at CC Holdings GS V LLC are
currently rated the highest of all corporate debt instruments at
Baa2 reflecting the strong collateral coverage of this obligation
in the overall waterfall of debts.  Since these debt obligations
are not materially impacted by the proposed refinancing, Moody's
affirmed the senior secured ratings at GS V LLC with a stable
outlook

Moody's took these rating actions on Crown Castle International
Corp.:

   -- Senior Unsecured debt is upgraded to Baa3 from Ba1;
   -- Senior Unsecured Shelf upgraded to (P)Baa3 from (P)Ba1;
   -- Subordinate Shelf upgraded to (P)Ba1 from (P)Ba2;
   -- Corporate Family Rating at Ba1 withdrawn consistent with
      Moody's practices for investment grade issuers.
   -- Ratings outlook revised to stable from positive

Moody's took this rating action on CC Holdings GS V LLC:

   -- Senior secured debt is affirmed at Baa2 with a stable
      outlook

                        RATINGS RATIONALE

Crown Castle's Baa3 issuer rating reflects the REIT's position as
one of the leading independent provider of wireless infrastructure
in the U.S., good geographic diversification within the domestic
market, and ample liquidity.  CCI's high visibility into future
earnings due to long-term leases with annual escalations, high
credit quality tenants, and the ability to generate significant
free cash flow also support the rating.  Moody's believes that the
wireless infrastructure industry fundamentals and growth trends in
both - towers and small cells - remain favorable over the next
several years owing to continued strong demand for wireless, data
services, and the acceleration in mobile traffic and continued
build out of carriers' wireless networks.  These credit strengths
are counterbalanced by the REIT's material share of secured debt in
its capital structure, and structural subordination that will both
improve as a result of the proposed refinancing, but would still
remain a credit challenge.  With top four tenants contributing 88%
of 1Q2016 site rental revenues, Crown Castle's tenant concentration
is high.  The REIT's ratings are also tempered by its exposure to
technology network shifts or major technological transformation and
untested alternative use for its properties should such dramatic
changes occur -- risks that are not typically associated with
traditional commercial REITs.

The stable outlook reflects Moody's expectation that Crown Castle
will continue to deliver strong financial and operating performance
as well as stay on the course of simplifying its capital structure
and reducing reliance on secured funding.

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

A downgrade is unlikely in the next 12 to 18 months but would be
precipitated by significant deterioration in operating performance
or if the REIT chose to pursue an aggressive financial policy such
that net debt/EBITDA is sustained above 6.5x including Moody's
adjustments.

Moody's last rating action with respect to Crown Castle was on
January 11, 2016, when the rating agency upgraded Crown Castle
International Corp's senior unsecured ratings, affirmed Ba1 CFR and
changed outlook to positive from stable.

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

Crown Castle [NYSE: CCI] is real estate investment trust based in
Houston, Texas which owns, operates and leases towers and other
infrastructure for wireless communications.  Crown Castle's
portfolio includes approximately 40,000 towers and approximately
16,500 miles of fiber supporting small cells.



CROWN CASTLE: S&P Assigns BBB- Rating on New Sr. Unsecured Notes
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BBB-' issue-level
rating to Houston-based tower operator Crown Castle International
Corp.'s (CCI) new senior unsecured notes due 2026 (amount to be
determined).  In addition, there is no change to S&P's 'BBB-'
issue-level rating on the company's 3.4% senior notes due 2021
following the company's proposed add-on to them.  S&P expects the
company will use the proceeds from both offerings to repay all of
its (unrated) $350 million series 2010-2 and (unrated) $300 million
series 2010-5 securitization tower notes.  S&P expects that any
additional proceeds raised above $650 million would be used to
repay borrowings under the company's $2.5 billion senior unsecured
revolving credit facility due 2021, which currently has about $645
million outstanding.

There is no change to S&P's 'BBB-' corporate credit rating and
stable outlook on CCI since the transaction is not expected to
materially affect leverage.  S&P continues to forecast adjusted
leverage to be in the low-6x area in 2016, and absent any
meaningful debt-financed acquisitions, will remain below 6.5x over
the next few years.

RATINGS LIST

Crown Castle International Corp.
Corporate Credit Rating                    BBB-/Stable/--

New Rating

Crown Castle International Corp.
Senior Unsecured notes due 2026            BBB-



DOMUM LOCIS: Lloyd's Notice of Default Is Stricken
--------------------------------------------------
U.S. Bankruptcy Judge Robert Kwan has ordered that Lloyd TSB Bank
PLC's notice of default in the Chapter 11 cases of Domum Locis LLC
is stricken.  Lloyds is also stayed from recording any grant deed
against any properties owned by either of the Debtors.

Lloyds earlier provided notice to the Bankruptcy Court that on
March 4, 2016, it delivered to the Michael Joseph Kilroy and the
Debtor a Notice of Default notifying the Kilroy Parties of the
occurrence of an Event of Default.

Lloyds Bank is represented by:

         Squire Patton Boggs (US) LLP
         Gabriel Colwell, Esq.
         555 South Flower Street, 31st Floor
         Los Angeles, California 90071
         Tel: (213) 624-2500
         Fax: (213) 623-4581
         E-mail: gabriel.colwell@squirepb.com

         Martha S. Sullivan, Esq.
         4900 Key Tower, 127 Public Square
         Cleveland, Ohio 44114
         Tel: (216) 479-8500
         Fax: (216) 479-8780
         E-mail: martha.sullivan@squirepb.com

                      About Domum Locis

Domum Locis LLC owns real properties more commonly known and
described as (i) the "Strand Property" located at 1614-1618 The
Strand, Hermosa Beach, California, (ii) the "North Flores
Property," located at 1308 N. Flores Street, West Hollywood,
California, and (iii) the "Vista Chino Property," located at 424 W.
Vista Chino, Palm Springs, California.

Domum Locis LLC filed a Chapter 11 bankruptcy petition (Bankr. C.D.
Cal. Case No. 14-23301) on July 11, 2014.  Judge Robert N. Kwan
presides over the case.  Michael J. Kilroy, the managing member,
signed the petition.

On April 13, 2015, Mr. Kilroy commenced his bankruptcy case by
filing a voluntary petition under chapter 11 of the Bankruptcy
Code.  Kilroy owns three real property assets and interests in
several partnerships and limited liability companies that, in turn,
own real estate.  More specifically, Kilroy owns these real
properties, all of which are subject to liens held by Lloyds: (i)
the "2175 Southridge Drive Property" in Palm Springs, comprised of
two parcels with one house on it; (ii) the "2203 Southridge Drive
Property" in Palm Springs, comprised of one parcel with one house
on it and an adjacent second parcel that is a vacant lot; and (iii)
the "2212 Southridge Drive Property" in Palm Springs, comprised of
one parcel with one house on it and an adjacent second parcel that
is a vacant lot.

Domum Locis tapped Cypress LLP as general bankruptcy counsel.

Domum Locis reported $14.6 million in assets and $11.04 million in
liabilities.


DVORKIN HOLDINGS: Chapter 11 Plan Confirmation Partially Reversed
-----------------------------------------------------------------
Judge Robert M. Dow, Jr., of the United States District Court for
the Northern District of Illinois, Eastern Division, reversed in
part the bankruptcy court's decision, which confirmed the amended
joint Chapter 11 plan of reorganization for Dvorkin Holdings, LLC,
which was proposed by Gus A. Paloian, solely in his capacity as the
Chapter 11 Trustee, and Aaron Dvorkin, Beverly Dvorkin, and
Francine Dvorkin.

Judge Dow remanded the case to the bankruptcy court to: (1)
determine the appropriate rate of postpetition interest to award
the creditor Colfin Bulls Fundings A, LLC, Colfin Bulls' contracts,
and any relevant equitable considerations; (2) determine whether
Colfin Bulls' amended proof of claim is timely under Section 6.4 of
the plan and, if it is not, address and resolve Colfin Bulls'
arguments concerning why its amended proof of claim should
nonetheless be accepted; and (3) make a distribution of funds in
the appropriate amount to Colfin Bulls.

The adversary proceeding is COLFIN BULLS FUNDINGS A, LLC,
Appellant, v. GUS A. PALOIAN, not individually or personally but
solely in his capacity as the Chapter 11 Trustee of Debtor's
Estate, AARON DVORKIN, BEVERLY DVORKIN, and FRANCINE DVORKIN,
Appellees, Case No. 15-cv-6074 (N.D. Ill.), relating to DVORKIN
HOLDINGS, LLC, Debtor.

A full-text copy of Judge Dow's March 29, 2016 memorandum opinion
and order is available at http://is.gd/SCli1qfrom Leagle.com.

Colfin Bulls Funding A, LLC is represented by:

          Jerry Lewis Switzer, Jr., Esq.
          Jean Soh, Esq.
          POLSINELLI PC
          161 N. Clark Street, Suite 4200
          Chicago, IL 60601
          Tel: (312)819-1900
          Fax: (312)819-1910
          Email: jswitzer@polsinelli.com
                 jsoh@polsinelli.com

Gus A Paloian is represented by:

          Bret M Harper, Esq.
          Gus Anthony Paloian, Esq.
          James B. Sowka, Esq.
          SEYFARTH SHAW LLC
          131 South Dearborn Street, Suite 2400
          Chicago, IL 60603-5577
          Tel: (312)460-5000
          Fax: (312)460-7000
          Email: bharper@seyfarth.com
                 gpaloian@seyfarth.com
                 jsowka@seyfarth.com

Francine Dvorkin, Beverly Dvorkin, Aaron Dvorkin are represented
by:

          Gina B. Krol, Esq.
          COHEN & KROL
          105 West Madison St # 1100
          Chicago, IL 60602
          Tel: (312)368-0300


EDGMONT GOLF: SSG Acted as Investment Banker in Financing, Sale
---------------------------------------------------------------
SSG Capital Advisors, LLC ("SSG") acted as the investment banker to
Edgmont Golf Club, Inc. and Edgmont Country Club (collectively,
"Edgmont", the "Property" or the "Club") in the placement of exit
financing and in the sale of substantially all of its assets to
Ridgewood Real Estate Partners, in partnership with Angelo, Gordon
& Company ("Ridgewood/Angelo Gordon").  The exit financing and
subsequent sale were effectuated through a Chapter 11 bankruptcy
plan of reorganization, which was approved by the Bankruptcy Court
in August 2015 and closed in March 2016.

Edgmont is a private non-equity 18-hole golf club situated on over
189 acres on the northern border of Delaware County and Chester
County, PA.  While the Property and locale were satisfactory for
country club and golf course use, the increasing population in the
vicinity of the Club and the resulting demand for single family
housing made the residentially-zoned land a strong commodity.

As a result of declining golf play and revenue, the Club
encountered significant challenges in servicing its secured debt
and paying its vendors.  These challenges, combined with an
aggressive collection pursuit by its senior lender, resulted in the
Club filing for Chapter 11 bankruptcy in the Eastern District of
Pennsylvania in October 2013.

Edgmont retained SSG to explore strategic alternatives, including a
sale of substantially all of its assets. SSG conducted a
comprehensive marketing process which resulted in a wide range of
interest from potential buyers and a number of proposed offers.
Ultimately, Edgmont executed both a loan agreement and an asset
purchase agreement with Ridgewood/Angelo Gordon to fund the plan of
reorganization, where all creditors were paid in full, and to
subsequently purchase substantially all of Edgmont's assets, which
provided a significant distribution to equity.

Other professionals who worked on the transaction include:

    * Aris J. Karalis and Camille Spinale of Maschmeyer Karalis
P.C, counsel to Edgmont;
    * Guy Messick of Messick & Lauer P.C., counsel to equity
owners;
    * Joseph Patrick O'Brien of KAO Law Associates, counsel to
equity owners;
    * James W. Hennessey and Jennifer L. Maleski of Dilworth Paxson
LLP, counsel to the secured
      lender;
    * Andrew Shiner, Sonam Makker and Karli Baumgardner of Sutton,
Pakfar & Courtney LLP, corporate
      counsel to Ridgewood/Angelo Gordon;
    * Arthur J. Abramowitz of Sherman, Silverstein, Kohl, Rose &
Podolsky, P.A., bankruptcy counsel to
      Ridgewood/Angelo Gordon; and
    * Howard M. Brown of Howard M. Brown, LLC, real estate counsel
to Ridgewood/Angelo Gordon.

                 About SSG Capital Advisors, LLC

SSG Capital Advisors is an independent boutique investment bank
that assists middle-market companies and their stakeholders in
completing special situation transactions.  SSG provides its
clients with comprehensive investment banking services in the areas
of mergers and acquisitions, private placements, financial
restructurings, valuations, litigation and strategic advisory.  SSG
has a proven track record of closing over 300 transactions in North
America and Europe and is a leader in the industry.

SSG Capital Advisors, LLC (Member FINRA, SIPC) is a wholly owned
broker dealer of SSG Holdings, LLC. SSG is a registered trademark
for SSG Capital Advisors, LLC.  SSG provides investment banking,
restructuring advisory, merger, acquisition and divestiture
services, private placement services and valuation opinions.


ENERGY & EXPLORATION: Court Confirms 3rd Amended Plan
-----------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas on
April 26 issued Findings of Fact, Conclusions of Law, and Order
confirming the Chapter 11 plan filed by consolidated debtors Energy
& Exploration Partners Operating, LP, Energy & Exploration
Partners, Inc., Energy & Exploration Partners, LLC, and Energy &
Exploration Partners Operating GP, LLC.

The Debtors filed on April 21, 2016, their Second Amended Joint
Plan of Reorganization.  A hearing to confirm the Plan was held
April 21, 2016 at 9:30 a.m.

On April 25, 2016, they filed their Third Amended Joint Plan of
Reorganization with Technical and Confirmation Modifications.

As reported by the Troubled Company Reporter on March 17, 2016,
under the Debtors' First Amended Plan, holders of Class 5 - General
Unsecured Claims are projected to recover 4.6% of their total
allowed claims.  The Debtors, on the Effective Date, will transfer
$2,250,000 to the Creditor Trust, which amount will be used to (a)
administer the Credit Trust Assets for the benefit of Holders of
Allowed General Unsecured Claims and pay all Creditor Trust
Expenses; and (b) to fund distributions to Holders of Class A
Interests.

The Creditor Trust will be established for the primary purpose for

(a) pursuing the Assigned Estate Claims and distributing the net
proceeds thereof to Reorganized ENXP LLC and to the Holders of
Class A Interests and Class B Interests as set forth in the
Creditor
Trust Agreement and (b) any GUC Cash that is not used for
administration of the Creditor Trust, to the holders of Class A
Interests, with no objective to continue or engage in the conduct
of a trade or business Net proceeds from the Assigned Estate
Claims shall be payable by the Creditor Trust as follows: (i) the
first $1,000,000 will be paid to Reorganized ENXP LLC, (ii) then,
pro rata to holders of Class A Interests, until such holders
recover
an aggregate of 15% of the Allowed amount of their claims from
the Creditor Trust Assets, and (iii) thereafter, on a pro rata
basis, to
all holders of Class A Interests and Class B Interests. For the
avoidance of doubt, any GUC Cash to be distributed to Holders
of General Unsecured Claims pursuant to the Creditor Trust
Agreement shall only be distributed to the Holders of Class A
Interests.

The First Amended Plan also provides that the Debtors were able to

obtain an exit facility in the form of a delayed-draw term loan in

the amount of $90 million, $65 million of which is expected to be
funded upon the Effective Date, to be provided to the Reorganized
Debtors.

A blacklined version of the First Amended Plan dated March 15,
2016, is available at http://bankrupt.com/misc/EEplan0315.pdf  

Meanwhile, BankruptcyData.com reported that under the Plan "Class 4
consists of Convertible Notes Claims against ENXP Allowed in the
amount of $375.0 million. In accordance with the inter-creditor
settlement set forth in the RSA, each Holder of an Allowed Claim in
Class 4, on or as soon as practicable after the Effective Date,
shall receive, in full satisfaction, release, settlement, and
discharge of such Claims, subject to dilution by the Management
Incentive Plan, if any, its pro rata share of (i) warrants
exercisable into 0.7% of the New Common Interests, which warrants
shall be struck assuming a cashless exercise, at an equity value
equal to $195.0 million less the aggregate principal amount of debt
outstanding as of the Effective Date, and will be exercisable at
any time from the Effective Date until the seven (7) year
anniversary thereof (the 'Noteholder Warrants'). . . .  Net
proceeds from the Assigned Estate Claims shall be payable by the
Creditor Trust as follows: (i) the first $1,000,000 will be paid to
Reorganized ENXP LLC, (ii) then, pro rata to holders of Class A
Interests, until such holders recover an aggregate of 15% of the
Allowed amount of their claims from the Creditor Trust Assets, and
(iii)thereafter, on a pro rata basis, to all holders of Class A
Interests and Class B Interests. For the avoidance of doubt, any
GUC Cash to be distributed to holders of General Unsecured Claims
pursuant to the Creditor Trust Agreement shall only be distributed
to the Holders of Class 'A' Interests."

Pursuant to Section 5.20 of the Plan and the modified Reorganized
ENXP Equity/Governance Term Sheet contained in the Plan Supplement,
upon and following the Effective Date, the Reorganized Debtors
shall have a seven person board of managers consisting of:

   (a) one Manager appointed by each of:

          (i) affiliates of Ares Management, L.P.,

         (ii) affiliates of GoldenTree Asset Management, LP,

        (iii) affiliates of Sankaty Advisors, LLC,

         (iv) affiliates of GoldenTree Asset Management, LP and
Sankaty Advisors, LLC, collectively;

          (v) holders of a majority of the then-outstanding
membership interests in Reorganized ENXP, LLC, and

         (vi) holders of a majority of the then outstanding
membership interests in Reorganized ENXP, LLC, excluding the
membership interests held by Sankaty Advisors, LLC, Ares
Management, L.P., and GoldenTree Asset Management, LP, and

   (b) the then-current Chief Executive Officer of Reorganized
ENXP, LLC.

On the Effective Date, the terms of the current members of the
Debtor’s board of directors shall expire.

The Plan Order provides that Professionals shall have until the Fee
Application Deadline to file their final fee applications, with the
hearing thereon to be held within 45 days after the Fee Application
Deadline or as otherwise ordered by the Bankruptcy Court.
Professional fee claims for reasonable pre- and postpetition fees
and expenses of Akin Gump Strauss Hauer & Feld LLP and Centerview
Partners, Inc., as advisors to the Ad Hoc Group of Noteholders, up
to an aggregate amount of $2.1 million are approved.

A copy of the Court's Confirmation Order is available at:

     http://bankrupt.com/misc/Energy&ExplorationPlanOrder.pdf

Counsel for the Debtors:

     BRACEWELL LLP
     William A. (Trey) Wood III, Esq.
     711 Louisiana, Suite 2300
     Houston, TX 77002
     Telephone: (713) 223-2300
     Facsimile: (713) 221-1212
     E-mail: Trey.Wood@bracewelllaw.com

          - and -

     Jennifer Feldsher, Esq.
     1251 Avenue of Americas
     New York, NY 10020-1104
     Telephone: (212) 508-6100
     Facsimile: (212) 508-6101
     E-mail: Jennifer.Feldsher@bracewelllaw.com

                   About Energy & Exploration

Energy & Exploration Partners, Inc., Energy & Exploration
Partners, LLC and Energy & Exploration Partners Operating GP, LLC
filed Chapter 11 bankruptcy petitions (Bankr. N.D. Tex. Proposed
Lead Case No. 15-44931) on Dec. 7, 2015.  John R. Castellano
signed the petition as interim chief financial officer.  Judge
Russell F. Nelms has been assigned the case.

The Debtors own approximately 61,323 net acres in Texas and
Wyoming.  In Texas, the Debtors' operations are located throughout
Madison, Grimes, Leon, Houston and Walker Counties, where the
Debtors are pursuing opportunities in the Buda-Rose stacked
comingled play, the Woodbine sandstone, the Eagle Ford shale and
other stacked formations in the region.  As of the Petition Date,
the Debtors employ approximately 59 people across their various
operations.

The Debtors have engaged Bracewell & Giuliani, LLP as counsel,
Evercore Group LLC as financial advisor, AP Services, LLC as
restructuring advisor, Ernst & Young as tax advisor, Hein &
Associates as independent auditor and Prime Clerk LLC as notice,
claims and balloting agent.


ENERGY & EXPLORATION: Deadline to Remove Claims Extended to June 6
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas has
given Energy & Exploration Partners, Inc. until June 6, 2016, to
file notices of removal of claims and causes of action related to
its Chapter 11 case.

                   About Energy & Exploration

Energy & Exploration Partners, Inc., Energy & Exploration Partners,
LLC and Energy & Exploration Partners Operating GP, LLC filed
Chapter 11 bankruptcy petitions (Bankr. N.D. Tex. Proposed Lead
Case No. 15-44931) on Dec. 7, 2015.  John R. Castellano Signed the
petition as interim chief financial officer.  Judge Russell F.
Nelms has been assigned the case.

The Debtors own approximately 61,323 net acres in Texas and
Wyoming.  In Texas, the Debtors' operations are located throughout
Madison, Grimes, Leon, Houston and Walker Counties, where the
Debtors are pursuing opportunities in the Buda-Rose stacked
comingled play, the Woodbine sandstone, the Eagle Ford shale and
other stacked formations in the region.  As of the Petition Date,
the Debtors employ approximately 59 people across their various
operations.

The Debtors have engaged Bracewell & Giuliani, LLP as counsel,
Evercore Group LLC as financial advisor, AP Services, LLC as
restructuring advisor, Ernst & Young as tax advisor, Hein &
Associates as independent auditor and Prime Clerk LLC as notice,
claims and balloting agent.

                           *     *     *

Under Energy & Exploration Partners, Inc., et al.'s First Amended
Plan of Reorganization, holders of Class 5 - General Unsecured
Claims are projected to recover 4.6% of their total allowed claims.
The Debtors, on the Effective Date, will transfer $2,250,000 to
the Creditor Trust, which amount will be used to (a) administer the
Credit Trust Assets for the benefit of Holders of Allowed General
Unsecured Claims and pay all Creditor Trust Expenses; and (b) to
fund distributions to Holders of Class A Interests.


ENERGY XXI: U.S. Trustee Forms 5-Member Creditors' Committee
------------------------------------------------------------
The Office of the U.S. Trustee on April 26 appointed five creditors
of Energy XXI Ltd. to serve on the official committee of unsecured
creditors.

The committee members are:

     (1) Wilmington Trust, National Association
         as Indenture Trustee
         Attn: Steven M. Cimalore
         1100 North Market Street
         Wilmington, DE 19890
         Tel. 302-636-6058
         Fax 302-636-4143
         Email: scimalore@wilmingtontrust.com

         Counsel: Kilpatrick Townsend & Stockton LLP
         Attn: Todd C. Meyers, Esq.
         1100 Peachtree Street NE, Suite 2800
         Atlanta, GA 30309
         Tel. 404-815-6482
         Fax 404-541-3307
         Email: tmeyers@kilpatricktownsend.com

     (2) Axip Energy Services, LP
         Attn: Doug H. Edwards
         1301 McKinney, Suite 900
         Houston, TX 77010
         Tel. 832-294-6500
         Fax 832-294-6989
         Email: dedwards@axip.com

         Counsel: Porter Hedges LLP
         Eric English, Esq.
         1000 Main Street, 36th Floor
         Houston, TX 77002
         Tel. 713-226-6612
         Fax 713-226-6212
         Email: eenglish@porterhedges.com

     (3) Fab-Con, Incorporated
         Attn: Bobby J. Giles/Stacy Benandi
         P.O. Box 520
         Gonzales, TX 70707
         Tel. 504-905-6417
         Fax 225-644-4902
         Email: bjgiles@fab-con.net

     (4) Wellbore Fishing & Rental Tools, LLC
         Attn: Anthony Bellina
         9868 E. Main Street
         Houma, LA 70363
         Tel. 985-879-4705
         Email: tony@wfrtools.com

         Counsel: Heller Draper Patrick Horn & Dabney, LLC
         Tristan Manthey, Esq.
         650 Poydras Street, Suite 2500
         New Orleans, LA 70130
         Tel. 504-299-3314
         Fax 504-299-3399
         Email: tmanthey@hellerdraper.com

     (5) B & J Martin, Inc.
         Attn: Gail M. Martin
         18104 West Main Street
         Galliano, LA 70354
         Tel. 985-632-2727
         Fax 985-632-4481
         Email: april@bjmartininc.com

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

                        About 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.


ENTERPRISE CHARTER: Fitch Affirms 'B' Rating on 2011A Revenue Bonds
-------------------------------------------------------------------
Fitch Ratings has affirmed the 'B' rating on approximately $6.9
million of series 2011A revenue bonds issued by the Erie County
Industrial Development Agency on behalf of Enterprise Charter
School, NY (ECS, or the school).

The Rating Outlook is revised to Stable from Positive.

SECURITY

The bonds are secured by a pledge of the gross revenues of ECS, a
first mortgage lien on the school's facilities, assignment of rents
and leases receivable, and a cash-funded debt service reserve fund
sized to maximum annual debt service (MADS).

KEY RATING DRIVERS

ABBREVIATED CHARTER TERM: The 'B' rating reflects ECS' abbreviated
three-year charter renewal term that was recently approved by the
state board of regents in April 2016. The charter term is being
extended from July 1, 2016 to June 30, 2019 (following a two-year
term in July 2014). These very limited renewal periods are driven
by poor academic performance, and compare unfavorably to the
maximum renewal period of five years in New York State, and
currently constrains the rating.

ACADEMIC CHALLENGES: The Outlook revision to Stable from Positive
reflects the school's failure to sustain academic improvement over
the past year as anticipated by Fitch. Conversely, academic
performance at ECS weakened in 2014-2015, with students failing to
demonstrate measurable progress in math and English language arts
(ELA) testing. New York State charter renewal standards are
weighted heavily toward academic performance which could be a
concern on or before the next charter renewal in June 2019, without
implementation of a sustainable academic correction plan and
annually demonstrated progress.

BALANCED OPERATIONS: ECS' consistently full and stable enrollment
has driven its track record of operating surpluses (albeit based on
a small revenue base), relatively sound liquidity levels, and solid
debt service coverage from current operations. Further benefiting
the school's financial performance is improved state per pupil
funding which increased slightly in fiscal 2016, with another
modest increase anticipated for fiscal 2017.

HIGH, BUT MANAGEABLE DEBT BURDEN: MADS comprised a high 10.6% of
fiscal 2015 operating revenues but was covered by a solid 2.0x by
net income available for debt service. ECS' ratio of debt
outstanding to net income available for debt service was 5.8x in
fiscal 2015, which compares favorably to many other charter schools
rated by Fitch. Moreover, the school has no identified capital
needs or additional debt plans.

RATING SENSITIVITIES

ADACEMIC IMPROVEMENT: Enterprise Charter School's completion of a
corrective action plan and demonstrated improvement in student
academic performance could yield upward rating movement.
Conversely, the continued weakening of academic performance could
result in downward rating pressure.

STANDARD SECTOR CONCERNS: A limited financial cushion; substantial
reliance on enrollment-driven, per-pupil funding; high debt burden
and charter renewal risk are credit concerns typically common among
all charter schools that, if pressured, could negatively impact the
rating.

CREDIT PROFILE

Enterprise Charter School opened in 2003 in the city of Buffalo,
NY. It currently serves 405 students in grades K-8, with about 140
students presently wait-listed for the 2016-2017 academic year. ECS
is authorized by Buffalo Public Schools (BPS) and has had its
charter renewed five times to date, albeit with varying durations.
Its current charter expires on June 30, 2019.

ECS' management is in transition as the former head of school left
in November 2015, after being in the position one and half years,
following the replacement of the former CEO who had left after six
months. An interim Head of School joined ECS in December 2015 and
has taken the lead in the development of an organizational
restructuring aimed at providing more student and faculty support.
A search is underway for a permanent replacement, which is expected
by July 2016.

ECS is in the process of hiring a state approved consultant to help
with a corrective action plan aimed at improving academic
proficiency levels which is required for a school with priority
status such as ECS. BPS will help to monitor the action plan once
it is put in place. At this time, neither ECS nor BPS are certain
what the plan will look like and if the plan will include any
conditions/benchmarks for the next charter renewal in 2019.

LIMITED CHARTER AND ACADEMICS CONSTRAINS RATING

ECS recently received its fifth charter renewal in April 2016 for
an abbreviated term of three-years. This follows a shorter-term
two-year charter renewal in July 2014, after a very short one-year
renewal in July 2013. Fitch considers these as very limited periods
for a charter renewal and believes it presents significant credit
risk, constraining the rating. The Stable Outlook reflects the fact
that, while still for only a three-year term, ECS did receive its
fifth charter renewal in 2016 and the school's proficiency levels
and test scores are expected to improve in 2015-2016 under new
leadership after weakening in 2014-2015, according to management.

For the 2013-2014 school year, ECS' student academic performance
improved as demonstrated by good growth in math and English
language arts (ELA) per New York State Assessment testing. ECS
showed the most growth in ELA proficiency levels from 7% to 17%
which exceeded BPS proficiency levels of 12% but continued to lag
the state level (31%). The school demonstrated some growth in math
proficiency as well, from 9% to 12%, on par with BPS but below
state levels (36%). However, for the 2014-2015 school year, ECS
failed to sustain academic progress. Proficiency levels in both
math and ELA dropped significantly to 5% and 10%, respectively,
which is below BPS levels (15% and 12%) and state levels (38% and
31%).

Under the Interim Head of School, improvement in 2015-2016 academic
proficiency levels is expected due to various corrective measures
already taken by ECS over the past year to reduce faculty/staff
turnover. Corrective measures are aimed at providing professional
development and support, such as adding a math interventionist and
full-time curriculum specialist. However, results for the 2015-2016
academic assessments taken in April 2016 are not expected to be
available until August 2016. Nonetheless, ECS' authorizer reported
to Fitch that the current leadership has sufficiently demonstrated
several corrective actions that should improve ECS' academic
performance. This was the primary driver of BPS' recommendation for
a three-year charter renewal.

ENROLLMENT STABILITY SUPPORTS OPERATIONS

ECS is a small school but enrollment has remained very stable.
Enrollment for the current 2015-2016 school year is near full
capacity, with 405 students enrolled in kindergarten through eighth
grade as of March 31, 2016. This was up slightly from 398 students
at the same time last year. The school generally operates at or
close to its full capacity of 405 students. ECS also maintains a
robust waiting list, with 250 children (62% of existing enrollment)
presently wait-listed for the current 2015-2016 school year. At
present, 140 students are wait-listed for the upcoming 2016-2017
school year.

HEALTHY FINANCIAL PROFILE

Typical of charter schools, state per pupil funding makes up the
majority of ECS' revenue base. Per pupil funding made up about 84%
of fiscal 2015 revenue, in line with prior years, which has
improved slightly in recent years. Per pupil funding increased
about 0.8% to $12,355 per student in fiscal 2016, following a 2.1%
to $12,255 per student in fiscal 2015. Management anticipates
funding to increase another 1.2% or $150 per student for fiscal
2017. Fitch rates New York State GOs 'AA+'/Outlook Stable (July
2015).

ECS has generated positive operating margins for the past several
years, albeit based on a small revenue base ($5.8 million in fiscal
2015), so surpluses are modest ($318,000). The operating margin was
a solid 5.5% in fiscal 2015, though was below the 10.7% average of
the prior four fiscal years (2011-2014). According to school
management, fiscal 2016 results should be similar to the fiscal
2015 level due partly to enrollment stability and a state per pupil
funding increase.

ECS' balance sheet resources are limited, which is typical of the
sector. However, the school's liquidity metrics compare favorably
to most other Fitch-rated schools and provide an adequate financial
cushion, especially at the current rating level. As of June 30,
2015, available funds (unrestricted cash) totaled $4.4 million, up
from $3.9 million the prior year. Available funds covered fiscal
2015 expenses ($5.5 million) and outstanding debt ($7.1 million at
June 30, 2015) by an adequate 80.6% and 63.2%, respectively. Fitch
expects ECS' financial cushion to remain stable due to its track
record of operating surpluses; stable enrollment; and lack of
additional debt or capital needs, but notes the importance of
maintaining liquidity at current levels due to its small revenue
base and high reliance on enrollment-driven per pupil funding.

The fixed-rate series 2011A bonds ($6.9 million currently
outstanding) amortize over 30 years with level debt service through
final maturity in 2040. The bonds are the school's only outstanding
debt. MADS of approximately $616,000 represented a high 10.6% of
fiscal 2015 revenues ($5.8 million), which was in line with prior
years and better than many other charter schools rated by Fitch.
The high burden is partially offset by ECS' ability to cover MADS
from current operations. MADS coverage has been solid, ranging from
1.9x-2.7x since fiscal 2011; 2.0x in fiscal 2015. Pro forma debt to
net available income was a moderate 5.8x, which is also better than
many other Fitch-rated charter schools.



FERGUSON CITY: Moody's Lowers GO Rating to Ba3; Outlook Neg.
------------------------------------------------------------
Moody's Investors Service has downgraded to Ba3 from Ba2 the City
of Ferguson's (MO) general obligation rating.  Concurrently,
Moody's has downgraded to B1 from Ba3 the rating on the city's
Series 2013 certificates of participation and to B2 from B1 the
rating on the Series 2012 refunding certificates of participation.
The city has $6.33 million outstanding on the Series 2011 GO bonds,
$7.99 million on the Series 2013 certificates of participation and
$1.27 million on the Series 2012 certificates of participation.
Moody's has also assigned a negative outlook and concluded the
review for possible downgrade initiated on Feb. 26.

The downgrade of the general obligation rating to Ba3 reflects the
continued pressure on the city's finances from a persistent
structural imbalance and incorporates the recently approved US
Department of Justice (DOJ) consent decree, projected to increase
annual General Fund expenses over the next several years.  The Ba3
rating also considers the outcome of an April 5 ballot election, in
which voters rejected a proposed property tax hike, but approved a
sales tax for economic development.  Both ballot measures were
integral to city management's proposed solution to close a large
General Fund budget gap that existed before accounting for the
additional consent decree costs.

The B1 rating on the Series 2013 COPs reflects the annual risk of
non-appropriation, the essential nature of the pledged asset, a
police facility, and the credit factors reflected in the city's
general obligation rating.  The B2 rating on the Series 2012 COPs
reflects an additional notch for the less essential nature of the
pledged asset, approximately 25 acres of park land with an office
building and aquatic center.

Moody's is currently evaluating comments we received on our
proposed, methodological revisions to rating state and local
government lease-backed, annual appropriation, and moral
obligations.  Moody's comment period closed on December 2, 2015,
and the publication of the final, revised methodology could affect
the City of Ferguson's certificates of participation ratings.

Rating Outlook

The negative outlook reflects the expectation that the city's
financial position could deteriorate further in the next 12-18
months.  Given limited options to enhance revenues, the existing
structural imbalance will persist absent significant budget cuts
and could grow if the cost of implementing the consent decree
exceeds current projections or local economic conditions
deteriorate, resulting in further revenue declines Further
downgrades of the city's ratings are likely in the event the city
fails to balance operations in fiscal 2017.

Factors that Could Lead to an Upgrade

  Restoration of balanced operations and a reversal of the recent
   loss of reserves

Factors that Could Lead to a Downgrade

  Any further financial deterioration beyond what the city
   budgeted for fiscal 2016
  Failure to balance operations in fiscal 2017
  Substantial financial liability stemming from pending litigation
  Deterioration of local economic conditions that result in
   further revenue declines
  Indications of any intent to default on debt or seek to
   restructure obligations through Chapter 9 protection

Legal Security

The general obligation bonds are payable from taxes levied without
limitation as to rate or amount.  The certificates of participation
are payable from any legally available sources, subject to annual
appropriation.

Use of Proceeds
N/A

Obligor Profile
The city is located within St. Louis County (Aaa stable),
approximately 13 miles northwest of downtown St. Louis (A1
stable).

Methodology

The principal methodology used in the general obligation rating was
US Local Government General Obligation Debt published in January
2014.  The principal methodology used in rating the lease-backed
rating was The Fundamentals of Credit Analysis for Lease-Backed
Municipal Obligations published in December 2011.


FIRED UP: Chapter 11 Case Is Closed; Court Retains Adv. Proceeding
------------------------------------------------------------------
U.S. Bankruptcy Judge Tony M. Davis has ordered that the Chapter 11
case of Fired Up, Inc., be closed but for any adversary proceedings
that might be pending at the time of the hearing and subject to
reopening should any adversary be filed.

The Bankruptcy Court will retain jurisdiction over Adv. No.
16-01026, Fired Up, Inc. v. USOR Site PRP Group and The Justis Law
Firm, LLC.

On Dec. 19, 2014, the Bankruptcy Court entered an Order Confirming
Debtor and Unsecured Creditors Committee's Amended Joint Plan of
Reorganization Dated Oct. 29, 2014.  The Order with respect to the
Confirmed Plan has been final for over one year.  There have been
no modifications to same during this time.

The Debtors relates that the Effective Date of the Confirmed Plan
was Feb. 1, 2015.  The Reorganized Debtor's Confirmed Plan has been
substantially consummated.

                       About Fired Up, Inc.

Fired Up, Inc., the Austin, Texas-based owner and operator of the
Johnny Carino's Italian restaurant chain, sought Chapter 11
bankruptcy protection (Bankr. W.D. Tex. Case No. 14-10447) on March
27, 2014, in Austin.  The Debtor is represented by attorneys at
Barron & Newburger, P.C., in Austin.  It estimated assets and debt
of $10 million to $50 million.

As of the bankruptcy filing, Fired Up had 2,900 employees and owned
and operated 46 company-owned stores known as Johnny Carino's
Italian in seven states (Texas, Arkansas, Colorado, Louisiana,
Idaho, Kansas and Missouri) and 61 franchised or licensed locations
in 17 states and four other countries (Bahrain, Dubai, Egypt and
Kuwait).

The company began its own "out of court" reorganization in the last
quarter of 2013 by closing 20 unprofitable restaurants.  The
company later opted to seek bankruptcy protection to tie up the
"loose ends" of its self-imposed "reorganization" that did not
appear capable of being tied up without litigation.  In particular,
the provisions of the Bankruptcy Code with respect to the rejection
of burdensome leases and the ability to propose and pay out its
debts pursuant to a Plan without piecemeal prosecution by random
uncooperative creditors undermining same were particularly
attractive.

For the fiscal year ending June 27, 2012, the company reported
total revenues of $125.7 million, net income of $614,000, and guest
counts of 8.6 million.  For the fiscal year ending June 26, 2013,
the company reported total revenues of $120.8 million, a net loss
of $5.9 million, and guest counts totaling 8.5 million.

The Debtor disclosed $10,360,877 in assets and $36,139,375 in
liabilities.

Creed Ford III is the majority shareholder and has served as
president and CEO since 2008.   Mr. Ford and Norman J. Abdallah
formed Fired Up in 1997 for the purpose of acquiring the then
six-unit Johnny Carino's Italian Kitchen chain from Brinker
International, Inc.

The U.S. Trustee appointed a seven-member Official Committee of
Unsecured Creditors.  The Committee tapped Pachulski Stang Ziehl &
Jones LLP as its counsel, and FTI Consulting, Inc. as its financial
advisor.


FIRST DATA: Reports First Quarter 2016 Financial Results
--------------------------------------------------------
First Data Corporation reported a net loss attributable to the
Company of $56 million on $2.77 billion of total revenues for the
three months ended March 31, 2016, compared to a net loss
attributable to the Company of $112 million on $2.69 billion of
total revenues for the same period in 2015.

As of March 31, 2016, First Data had $33.72 billion in total
assets, $30.04 million in total liabilities, $73 million in
redeemable noncontrolling interest and $3.61 billion in total
equity.

For the first quarter 2016, adjusted earnings before interest,
taxes, depreciation, and amortization (adjusted EBITDA) was $636
million, up $73 million, or 13%, versus the prior year period,
driven by revenue growth and expense management.  Adjusted EBITDA
margin improved 360 basis points to 37.6% in the quarter.

"Our results this quarter, with solid revenue growth, margin
expansion and cash generation, were matched by rigorous expense
management and a focus on winning new business," said First Data
Chairman and CEO Frank Bisignano.  "While we are pleased to record
another quarter of mid-single digit revenue growth, we are engaged
on many levels to continually improve our franchise," Bisignano
added.

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

                        http://is.gd/TS4aJq
                   
                         About First Data

Based in Atlanta, Georgia, First Data Corporation provides
commerce and payment solutions for financial institutions,
merchants, and other organizations worldwide.

First Data reported a net loss attributable to the Company of $1.48
billion on $11.5 billion of total revenues for the year ended Dec.
31, 2015, compared to a net loss attributable to the Company of
$458 million on $11.2 billion of total revenues for the year ended
Dec. 31, 2014.

                           *     *     *

The Company carries a 'B2' corporate family rating, with a
stable outlook, from Moody's Investors Service, a 'B+' corporate
credit rating, with stable outlook, from Standard & Poor's, and
a 'B' long-term issuer default rating from Fitch Ratings.


FLOUR CITY BAGELS: Seeks Approval of Bruegger's Standstill Deal
---------------------------------------------------------------
Flour City Bagels, LLC, asks the Bankruptcy Court for approval of a
Standstill Agreement entered into by and among the Debtor and
Bruegger's Enterprises, Inc. ("BEI"), Bruegger's Franchise
Corporation (BFC") and LDA Management Company, Inc. ("LDAMC") dated
April 12, 2016.

On Feb. 23, 2001, Flour City and BFC entered into 31 franchise
agreements, which governed Flour City's subsequent operation of 31
Bruegger's bakeries in New York State.

Under the Flour City Agreements, the Debtor is obligated to pay
Bruegger's royalties and other fees in an amount equal to 6.75% of
its Gross Sales.  As of the Petition Date, Flour City had not paid
royalties or certain other fees under any of the Flour City
Agreements since approximately December 2015 and owed Bruegger's no
less than $744,029 and no more than $757,273.

Bruegger's asserts that the Flour City Agreements expired
pre-petition and as such, Bruegger's made certain demands against
the Debtor pre-petition.  The Debtor did not comply with these
demands and disputes Bruegger's position, in part, based on
estoppel grounds and on provisions of an Estoppel Certificate
executed by Bruegger's in February 2013.

The Parties entered into the Standstill Agreement which confirms
the Debtor's right to operate as a Bruegger's franchise, confirms
the Debtor's post-petition payment obligations to Bruegger's under
the Flour City Agreements and preserves all rights of the Parties
during the post-petition period.

The Standstill Agreement provides as follows:

   a) Bruegger's consents to the extension of the Flour City
Agreements until the Standstill Agreement expires on September 1,
2016 or terminates as a result of an Event of Default as defined in
the Agreement.

   b) The Debtor will pay, by wire transfer, post-petition
franchise fees to Brueggers in an amount equal to 2.25% of Gross
Sales and the pro rata share of any monies due for the use of
Bruegger's Help Desk (based upon the monthly payment of $4,020)
from the Petition Date up to and including the execution date of
the Standstill Agreement.

   c) Commencing on the Monday after execution of the Standstill
Agreement, the Debtor will pay, by wire transfer, a weekly
franchise fee equal to 2.25% of the Debtor's Gross Sales for the
preceding Accounting Week.  The Debtor will also pay a monthly fee
of $4,020 for the use of Bruegger's Help Desk on the 10th day of
each month.

   d) An amount equal to 2.5% of Gross Sales from the Petition Date
will be carved out from the proceeds received from the sale of
substantially all of the Debtor's assets or the disposition of the
assets and will be paid to Bruegger's.

   e) Upon the closing of a Sec. 363 asset sale or the liquidation
of some or substantially all of the Debtor's assets, Bruegger's
will be paid an amount equal to .003334 for every $10,000, or
fraction thereof, paid to the Lenders above $6.8 million.  This
amount will be applied toward Bruegger's contingent deferred fee,
which is equal to 2% of Gross Sales, until paid in full.

   f) The Debtor will reimburse Bruegger's for each gift card that
was sold at one of the Debtor's bakeries but was redeemed at
another Bruegger's franchise or company store locations not
operated by the Debtor.  Bruegger's will reimburse the Debtor for
any redeemed give card charges concerning gift cards not purchased
from the Debtor; however, the Debtor will not be reimbursed for
Groupon coupons or similar programs.

   g) The Standstill Agreement was approved by the Lenders and is
subject to the approval of the Court.

The Debtor intends to market substantially all of its assets for
sale as a Bruegger's franchise and obtain approval of a section 363
sale before this Court.  As such, it is in the Debtor's best
interest to ensure that all prospective purchasers interested in
acquiring the assets have the option to operate them as a
Bruegger's franchise.  Bruegger's has agreed to extend the Flour
City Agreements until Sept. 1, 2016 so that the Debtor is able to
continue operating as a Bruegger's franchise and has sufficient
time to market its assets during the postpetition period.  In
exchange, the Debtor will make certain royalty and other payments
to Bruegger's during the pendency of this case, and will make
certain other payments from the sale proceeds to be received by the
Debtor.

If the parties were to litigate the issues surrounding the alleged
pre-petition defaults under the Flour City Agreements asserted by
Bruegger's, it would be difficult to predict the probability of a
favorable outcome on behalf of the Debtor's estate.  Moreover, the
amount of additional information that would need to be requested
and reviewed during the discovery process could be significant.
Finally, both the Debtor and Bruegger's would be required to
prepare and present witnesses at an evidentiary proceeding on the
matters in order to successfully demonstrate their positions.

The Debtors are represented by:

         BOND, SCHOENECK &KING, PLLC
         Stephen A. Donato, Esq.
         Camille W. Hill, Esq.,
         One Lincoln Center
         Syracuse, New York 13202
         Tel: (315) 218-8000
         Fax: (315) 218-8100
         E-mail: sdonato@bsk.com
                 chill@bsk.com

              - and -

         BUCKLEY KING
         Harry W. Greenfield, Esq.
         Jeffrey Toole, Esq.
         1400 Fifth Third Center
         600 Superior Avenue, E.
         Cleveland, Ohio 44114
         Tel: (216) 363-1400
         Fax: (216) 579-1020
         E-mail: greenfield@buckleyking.com
                 toole@buckleyking.com

                     About Flour City Bagels

Headquartered in Fairport, New York, Flour City Bagels, LLC,
operates 32 bakeries that serve "New York Style" bagels, coffee,
drinks, soups, salads, sandwiches, fresh fruit, and a variety of
other related items.  In 1993, the Debtor opened its commissary in
Rochester, at which it produces bagels for sale at all of its 32
bakeries.  The Debtor employs 425 people.

Flour City Bagels, LLC, sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. W.D.N.Y. Case No. 16-20213) on March 2,
2016, estimating both assets and debts in the range of $10 million
to $50 million.  Kevin Coyne, the manager, signed the petition.

Judge Paul R. Warren is assigned the case.

Bond, Schoeneck & King, PLLC and Buckley King serve as the Debtor's
counsel.


FRANCO INC: Case Summary & 8 Unsecured Creditors
------------------------------------------------
Debtor: Franco, Inc.
           aka Franco's Cafe
        P.O. Box 3384
        San Angelo, TX 76902

Case No.: 16-60050

Chapter 11 Petition Date: April 26, 2016

Court: United States Bankruptcy Court
       Northern District of Texas (San Angelo)

Judge: Hon. Robert L. Jones

Debtor's Counsel: Ronald M. Mapel, Esq.
                  RONALD M. MAPEL, ATTORNEY AT LAW
                  3119 Cumberland Drive
                  San Angelo, TX 76904
                  Tel: (325) 658-8579
                  Fax: (325) 655-1172
                  E-mail: mapel@suddenlinkmail.com

Estimated Assets: $0 to $50,000

Estimated Liabilities: $1 million to $10 million

The petition was signed by Daniel Franco, president.

A list of the Debtor's eight largest unsecured creditors is
available for free at http://bankrupt.com/misc/txnb16-60050.pdf


FRANK W. GUSTINE, JR: Court Extends Plan Exclusivity to June 27
---------------------------------------------------------------
At the behest of debtor Frank W. Gustine, Jr., Judge Carlota Bohm
of the U.S. Bankruptcy Court for the Western District of
Pennsylvania ruled that:

     1. The Debtor is granted an extension of the exclusive period
to file a Plan of Reorganization until June 27, 2016.

     2. The period mandated by 11 U.S.C. Sec. 1121(c)(3) is
extended until September 26, 2016.

Frank W. Gustine, Jr., filed a Chapter 11 petition (Bankr. W.D. Pa.
Case No. 14-21842-CMB) in 2014.  Debtor's Counsel may be reached
at:

     Robert O. Lampl, Esq.
     960 Penn Ave., Suite 1200
     Pittsburgh, PA 15222
     Tel: 412-392-0330
     Fax: 412-392-0335
     E-mail: rlampl@lampllaw.com


FRED FULLER: Opposes U.S. Trustee's Conversion Bid
--------------------------------------------------
Fred Fuller Oil & Propane Co., Inc., opposes the U.S. Trustee's
Conversion Motion, arguing that the conversion of its Chapter 11
Case to a Chapter 7 case at this time would be imprudent and
premature considering that the case is proceeding well and the
estate is administratively solvent at this time resulting from the
support that the Debtor and its Chief Restructuring Officer enjoy
from most if not all of the creditors who are not named "Fuller."

Rather, the Debtor asks the Court to allow it to submit for
approval the settlement the Debtor has with Rymes Fuel Oils, Inc.,
that will result in the satisfaction of all but $178,000 of the
priority consumer deposit claims asserted against the estate and
eliminate the priority employee claims, and the settlement with Ms.
Wilkins and Ms. Mulcahey which ensures the General Unsecured
Creditors to be paid a meaningful dividend under a plan of
reorganization.

The Debtor further asks the Court to grant the Official Committee
of Unsecured Creditors standing to file claims against Frederick J.
Fuller and other family members to break the corporate governance
impasse, and to rule on the Debtor's Motion to Dismiss Mr. Fuller's
essentially frivolous administrative expense claim in excess of
$6,000,000.

While the Committee acknowledges that the Debtor is making
significant progress in individual items of litigation and
settlements that are crucial for a successful liquidation and
distribution to unsecured creditors in this case, prematurely
granting the U.S. Trustee's motion will only cause the estate to
incur wasteful, overlapping administrative expenses, and suffer
delay and lost leverage in the different pieces of litigation at
hand.  The Committee asserts that the most the court should do with
regard to the Motion is to continue it until the end of the
administrative claim litigation while the Committee is closely
monitoring the Debtor's situation and see to it that no undue
influence is being exerted by Mr. Fuller as it will immediately
bring to the Court's attention any attempt at self-dealing by Mr.
Fuller.

Frederick Fuller and Dawn Coppola also responded to the U.S.
Trustee's Motion, agreeing with the U.S. Trustee that as a result
of the Mr. Fuller’s administrative expense claim, the Debtor's
estate would be rendered insolvent even if only a fraction of the
Fuller Administrative Claim is allowed. Moreover, the Joining
Parties also agree with the U.S. Trustee that Mr. Fuller's position
as administrative claimant and likely defendant in an avoidance
action brought by the Debtor on one hand and on the other hand, as
director and sole shareholder of the Debtor directing the
administration of the Debtor's estate through the Debtor's chief
restructuring officer, is unsustainable.

Fred Fuller Oil & Propane Co., Inc. is represented by:

       William S. Gannon, Esq.
       WILLIAM S. GANNON, PLLC
       889 Elm Street, 4th Floor
       Manchester, NH 03101
       Telephone: (603) 621-0833
       Email: bgannon@gannonlawfirm.com

Frederick Fuller and Dawn Coppola are represented by:

       Daniel C. Cohn, Esq.
       Murtha Cullina LLP
       99 High Street
       Boston, Massachusetts 02110-2320
       Telephone: 617.457.4000
       Facsimile: 617.482.3868
       Email: dcohn@murthlaw.com

The Official Committee of Unsecured Creditors is represented by:

       Daren R. Brinkman, Esq.
       BRINKMAN PORTILLO RONK, APC

            About Fred Fuller Oil

Hudson, New Hampshire-based Fred Fuller Oil & Propane Co., Inc.,
was the largest heating oil company in the state, serving about
30,000 New Hampshire customers.  

It sought Chapter 11 protection (Bankr. D. N.H. Case No. 14-12188)
in Manchester, New Hampshire, on Nov. 10, 2014.  Fredrick J.
Fuller, the president, signed the bankruptcy petition.

The Debtor estimated $10 million to $50 million in assets and debt.
The Nov. 10, 2014 court filing shows that the Debtor has about
$13.5 million in debt.

William S. Gannon, Esq., at William S. Gannon PLLC, in Manchester,
serves as counsel to the Debtor.

On Feb. 12, 2015, the Office of the U.S. Trustee appointed a
three-member Official Committee of Unsecured Creditors.  The
Committee selected Brinkman Portillo Ronk, APC, as its counsel with
Deming Law Office acting "of counsel."

The Court on Nov. 26, 2014, entered an order authorizing the Debtor
to sell substantially all assets to Rymes Heating Oil, Inc. The
Order called for Rymes to assume the liability and responsibility
for performing the Debtor's liabilities under the "Pre-Buy/Budget
Contracts," and to deliver fuel to their homes without further
cost.  Under the purchase and sales agreement as approved by the
Court, Rymes assumed the liabilities for employee vacation and sick
pay; delivered a promissory note for $3.645 million to Sprague; and
delivered a promissory note to the estate in the amount of$275,000.
Rymes also agreed to pay Raymond Green up to $2.5 million.  Also
sold through the sale process were assets belonging to Mr.
Frederick Fuller, or non-debtor entities he controlled. Disputes
over what was intended to be Rymes' or the Debtor's responsibility
under the sale continue to remain, and the estate is poised to
bring litigation against Rymes in the very near future.


FUHU INC: Court Extends Plan Exclusivity to Aug. 3
--------------------------------------------------
Bankruptcy Judge Christopher Sontchi in Delaware granted the
request of Arctic Sentinel, Inc., f/k/a Fuhu, Inc., and its debtor
affiliates to extend their exclusive period for filing a plan by
approximately 120 days through and including Aug. 3, 2016, and
their exclusive period for obtaining acceptances for such plan
through and including Oct. 3, 2016.

As reported by the Troubled Company Reporter on April 13, 2016,
Jeffrey N. Pomerantz, Esq., at Pachulski Stang Ziehl & Jones LLP,
in Wilmington, Delaware, said unresolved contingencies exist and
negotiations with creditors remain incomplete insofar as the Bar
Date has not yet passed.  The Debtors are requesting that the Bar
Date be set for June 28, 2016.  Mr. Pomerantz tells the Court that
once the Bar Date has passed, the Debtors, in consultation with the
Official Committee of Unsecured Creditors, will need to begin the
process of reconciling the proofs of claim received with their
Schedules of Assets and Liabilities.  This effort, Mr.
Pomerantz says, will lead to various omnibus claim objections and
allow the Debtors and the Committee to better understand the total
number and amount of claims outstanding.

The Debtors will use the extension to investigate and monetize any
remaining assets of their estates.  It is important for all
parties
to understand the proceeds available for distribution before
evaluating how to conclude these cases, Mr. Pomerantz asserts.
Furthermore, the extension will enable the Debtor to engage the
Committee in discussions on the appropriate exit strategy, Mr.
Pomerantz adds.

The Debtors are also represented by Ira Kharasch, Esq., Michael R.
Seidl, Esq., and Colin R. Robinson, Esq., at Pachulski Stang Ziehl
& Jones LLP, in Wilmington, Delaware; Robert J. Miller, Esq., at
Bryan Cave LLP, in Phoenix, Arizona; Kerry A. Moynihan, Esq., at
Bryan Cave LLP, in Irvine, California; and Brian C. Walsh, Esq.,
and Laura Uberti Hughes, Esq., at at Bryan Cave LLP, in St. Louis,
Missouri.

                         About Fuhu, Inc.

Fuhu, Inc. and Fuhu Holdings, Inc. filed Chapter 11 bankruptcy
petitions (Bankr. D. Del. Lead Case No. 15-12465) on Dec. 7, 2015.
The petition was signed by James Mitchell as chief executive
officer.  The Debtors estimated assets in the range of $10 million
to $50 million and liabilities of $100 million to $500 million.
Pachulski Stang Ziehl & Jones LLP represents the Debtors as
counsel.  Judge Christopher S. Sontchi presides over the case.

Fuhu is headquartered in El Segundo, California, and employs
approximately 115 employees and retains one independent contractor
who work in various areas including marketing, sales, operations,
creative, technology, development and management.

Court document indicates that between 2010 and 2013, Fuhu's
revenue grew to more than $195 million in 2013.  Fuhu's array of
nabi tablets are sold in more than 10,000 retail outlets,
including Target, Best Buy, Costco Wholesale, Toys R'Us and Walmart
stores.

Fuhu Moldings owns significant intellectual property assets of the
Debtors, including trademarks and copyrights.

The Office of the U.S. Trustee appointed seven creditors to the
official committee of unsecured creditors.  Cooley LLP represents
the committee.

                          *     *     *

The Debtors won approval of bidding procedures in connection with
the sale substantially all of their operating assets.  The Court
approved a Jan. 15, 2016 bid deadline, a Jan. 19 auction, and a
Jan. 20 sale hearing.  Absent higher and better offers, the
Debtors are under contract sell the assets to stalking horse GWS
Fuhu, LLC, for $10,000,000, subject to adjustments, plus the
assumption of the assumed liabilities, and for a minimum of
$1,000,000 to be available for satisfaction of the claims of
unsecured creditors.


GARLOCK SEALING: Time to Remove Actions Extended to Sept. 30
------------------------------------------------------------
U.S. Bankruptcy Judge J. Craig Whitley has extended the time in
which Garlock Sealing Technologies LLC may remove actions to Sept.
30, 2016.

                     About Garlock Sealing

Headquartered in Palmyra, New York, Garlock Sealing Technologies
LLC is a unit of EnPro Industries, Inc. (NYSE: NPO).  For more than
a century, Garlock has been helping customers efficiently seal the
toughest process fluids in the most demanding applications.

On June 5, 2010, Garlock filed a voluntary Chapter 11 petition
(Bankr. W.D.N.C. Case No. 10-31607) in Charlotte, North Carolina,
to establish a trust to resolve all current and future asbestos
claims against Garlock under Section 524(g) of the U.S. Bankruptcy
Code.  The Debtor estimated $500 million to $1 billion in assets
and up to $500 million in debts as of the Petition Date.

Affiliates The Anchor Packing Company and Garrison Litigation
Management Group, Ltd., also filed for bankruptcy.

Albert F. Durham, Esq., at Rayburn Cooper & Durham, P.A.,
represents the Debtor in their Chapter 11 effort.  Garland S.
Cassada, Esq., at Robinson Bradshaw & Hinson, serves as counsel for
asbestos matters.

The Official Committee of Asbestos Personal Injury Claimants in the
Chapter 11 cases is represented by Travis W. Moon, Esq., at
Hamilton Moon Stephens Steele & Martin, PLLC, in Charlotte, NC,
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, in New
York, and Trevor W. Swett III, Esq., Leslie M. Kelleher, Esq., and
Jeanna Rickards Koski, Esq., in Washington, D.C. 20005.

Joseph W. Grier, III, the Court-appointed legal representative for
future asbestos claimants, has retained A. Cotten Wright, Esq., at
Grier Furr & Crisp, PA, and Richard H. Wyron, Esq., and Jonathan P.
Guy, Esq., at Orrick, Herrington & Sutcliffe LLP, as his
co-counsel.

Judge George Hodges of the U.S. Bankruptcy Court for the Western
District of North Carolina on Jan. 10, 2014, entered an order
estimating the liability for present and future mesothelioma claims
against Garlock Sealing at $125 million, consistent with the
positions GST put forth at trial.

In January 2015, the Debtors filed their Second Amended Plan of
Reorganization, which is backed by the Future Asbestos Claimants'
Representative (FCR).  The confirmation hearing is slated to begin
June 20, 2016.

Under the schedule for confirmation proceedings ordered by the
Court, objections to confirmation of the Plan that do not depend on
the results of voting were due Oct. 6, 2015, and confirmation
objections that depend on such results are due on Dec. 18, 2015.


GELTECH SOLUTIONS: Obtains $125,000 Loan from President
-------------------------------------------------------
GelTech Solutions, Inc., on April 22, 2016, issued Mr. Michael
Reger, the Company's president and principal shareholder, a
$125,000 7.5% secured convertible note in consideration for a
$125,000 loan, according to a regulatory filing with the Securities
and Exchange Commission.  The note is convertible at $0.40 per
share and matures on Dec. 31, 2020.  Repayment of the note is
secured by all of the Company's assets including its intellectual
property and inventory in accordance with a secured line of credit
agreement between the Company and Mr. Reger. Additionally, the
Company issued Mr. Reger 156,250 two-year warrants exercisable at
$2.00 per share.  

All of the securities were issued without registration under the
Securities Act of 1933 in reliance upon the exemption provided in
Section 4(a)(2) and Rule 506(b) thereunder.

                        About GelTech

Jupiter, Fla.-based GelTech Solutions. Inc., is a Delaware
corporation organized in 2006.  The Company markets four products:
(1) FireIce(R), a water soluble fire retardant used to protect
firefighters, structures and wildlands; (2) Soil2O(R) 'Dust
Control', its new application which is used for dust mitigation in
the aggregate, road construction, mining, as well as, other
industries that deal with daily dust control issues; (3)
Soil2O(R), a product which reduces the use of water and is
primarily marketed to golf courses, commercial landscapers and the
agriculture market; and (4) FireIce(R) Home Defense Unit, a system
for applying FireIce(R) to structures to protect them from
wildfires.

For the year ended June 30, 2015, the Company reported a net loss
of $5.51 million on $800,365 of sales compared to a net loss of
$7.11 million on $814,587 of sales for the year ended June 30,
2014.

As of Dec. 31, 2015, Geltech had $1.96 million in total assets,
$6.44 million in total liabilities and a total stockholders'
deficit of $4.48 million.

The Company's auditors Salberg & Company, P.A., in Boca Raton,
Florida, issued a "going concern" qualification on the consolidated
financial statements for the year ended Dec. 31, 2015, citing that
the Company has a net loss and net cash used in operating
activities in of $2,638,580 and $2,146,501, respectively, for the
six months ended Dec. 31, 2015, and has an accumulated deficit and
stockholders' deficit of $43,285,883 and $4,482,416, respectively,
at Dec. 31, 2015.  These matters raise substantial doubt about the
Company's ability to continue as a going concern.


GEO V HAMILTON: FCR, Asbestos Panel Can Hire Gilbert LLP
--------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Pennsylvania
granted the request of Gary Philip Nelson, Legal Representative of
Holders of Future Asbestos Demands, and the Official Committee of
Asbestos Personal Injury Claimants, appointed in the Chapter 11
case of Geo. V. Hamilton, Inc., to employ Gilbert LLP as their
Joint Special Insurance Counsel.

The Court considered the Application and the Declaration of Kami E.
Quinn and finds that:

     (1) Gilbert LLP is a "disinterested" party within the meaning
of Sections 101(14) and 328(c) of the Bankruptcy Code and neither
holds nor represents any interest adverse to the Debtor’s estate,
the FCR, the Committee, or the Debtor’s creditors on the matters
for which they are to be employed;

     (2) the employment of Gilbert LLP is necessary and in the
respective best interest of the FCR and the Committee; and

     (3) notice of the Application has been given to the person and
entities on the Official Service List established and in effect in
this Case, and no notice is required.

The FCR and the Asbestos Committee require Gilbert LLP to:

     a. advise the Committee and the FCR on steps to be taken to
preserve insurance coverage and maximize any insurance recoveries.

     b. attend meetings and negotiate with representatives of the
Debtor, its non-bankrupt affiliates, its insurance carriers, and
other parties-in-interest in this Chapter 11 case related to the
preservation of insurance coverage; and

     c. assist the Committee and the FCR with any insurance-related
matters arising in connection with the formulation of a plan of
reorganization and 524(g) channeling injunction and funding any
trust for the payment of asbestos claims established under a plan.

Gilbert LLP will be paid at these hourly rates:

    Partners                             $650-1,200
    Of Counsel/Associates                $280-$595
    Paralegals/Litigation Support        $175-$275
    Law Clerks                           $200

Gilbert LLP may be reached at:

      Kami E. Quinn, Esq.
      Gilbert LLP
      1100 New York Avenue, NW, Suite 700
      Washington, DC 20005

                     About Geo. V. Hamilton

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



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



Judge Gregory L. Taddonio is assigned to the case.



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

The Debtor has engaged Reed Smith LLP as counsel and Logan &
Company, Inc., as claims and noticing agent.


On October 23, 2015, the United States Trustee appointed the
Official Committee of Asbestos Personal Injury Claimants to
represent the shared interests of holders of current
asbestos-related claims for personal injury or wrongful death
against the Debtor.  The Committee is represented by:

     CAMPBELL & LEVINE, LLC
     Douglas A. Campbell, Esq.
     310 Grant Street, Suite 1700
     Pittsburgh, PA 15219
     Tel: 412-261-0310
     Fax: 412-261-5066

          - and -

     Ann C. McMillan, Esq.
     Jeffrey A. Liesemer, Esq.
     Kevin M. Davis, Esq.
     CAPLIN & DRYSDALE, CHARTERED
     One Thomas Circle NW, Suite 1100
     Washington, D.C. 20005
     Tel: 202-862-5000
     Fax: 202-429-3301

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

On December 23, 2015, the Court entered its order appointing Gary
Philip Nelson as the Legal Representative of Holders of Future
Asbestos Demands.  The FCR is represented by:

     SHERRARD GERMAN & KELLY, PC
     Beverly A. Block, Esq.
     535 Smithfield Street, Suite 300
     Pittsburgh, PA 15222
     Tel: 412-258-6720
     Fax: 412-261-6221


GEO V HAMILTON: FCR, Asbestos Panel Can Hire Gleason
----------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Pennsylvania
granted the request of Gary Philip Nelson, the Legal Representative
of Holders of Future Asbestos Demands, and the Official Committee
of Asbestos Personal Injury Claimants appointed in the Chapter 11
case of Geo. V. Hamilton, Inc., to employ Gleason & Associates, PC
as their joint financial advisor.

The Court has considered the Application and the Declaration of
William G. Krieger and finds that:

     (1) GA is a "disinterested" party within the meaning of
Sections 101(14) and 328(c) of the Bankruptcy Code and neither
holds nor represents any interest adverse to the Debtor's estate,
the FCR, the Committee, or the Debtor's creditors on the matters
for which they are to be employed;

     (2) the employment of GA is necessary and in the respective
best interest of the FCR and the Committee; and

     (3) notice of the Application has been given to the person and
entities on the Official Service List established and in effect in
this Case, and no notice is required.

The FCR and the Asbestos Committee require GA to:

     a. analyze the Debtor's current, historical, and projected
financial condition; results of operations; cash flow, and other
financial-related data and materials regarding Geo. V. Hamilton,
Inc., and its insiders and non-debtor affiliates;

     b. monitor the Debtor's Business operations and financial
affairs;

     c. advise the Committee and the FCR with respect to
formulating or negotiating a proposed Chapter 11 plan;

     d. analyze other financial, accounting, valuation, and related
issues that arise during the course of the proceedings;

     e. as necessary, prepare information to be provided to, and
participate in hearings before, the Bankruptcy Court related to any
financial, accounting, valuation, and related issues that may arise
during the course of the proceedings; and

     f. provide other services as the FCR and the Committee may
jointly request.

GA will be paid at these hourly rates:

     President/Managing Director              $525
     Managing Director                        $295
     Director                                 $240
     Senior Manager                           $225
     Manager                                  $195
     Senior Consultant                        $165
     Staff Consultant II                      $145
     Staff Consultant I                       $115
     Paraprofessional                         $85

GA may be reached at:

     William G. Krieger
     GLEASON & ASSOCIATES
     One Gateway Centre, Suite 525
     420 Fort Duquesne Boulevard
     Pittsburgh, PA 15222-1402
     E-mail: wkrieger@gleason-cpa.com

                    About Geo. V. Hamilton



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



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



Judge Gregory L. Taddonio is assigned to the case.



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

The Debtor has engaged Reed Smith LLP as counsel and Logan &
Company, Inc., as claims and noticing agent.


On October 23, 2015, the United States Trustee appointed the
Official Committee of Asbestos Personal Injury Claimants to
represent the shared interests of holders of current
asbestos-related claims for personal injury or wrongful death
against the Debtor.  The Committee is represented by:

     CAMPBELL & LEVINE, LLC
     Douglas A. Campbell, Esq.
     310 Grant Street, Suite 1700
     Pittsburgh, PA 15219
     Tel: 412-261-0310
     Fax: 412-261-5066
     E-mail: dac@camlev.com

          - and -

     Ann C. McMillan, Esq.
     Jeffrey A. Liesemer, Esq.
     Kevin M. Davis, Esq.
     CAPLIN & DRYSDALE, CHARTERED
     One Thomas Circle NW, Suite 1100
     Washington, D.C. 20005
     Tel: 202-862-5000
     Fax: 202-429-3301
     E-mail: amcmillan@capdale.com
             jliesemer@capdale.com
             kdavis@capdale.com

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

On December 23, 2015, the Court entered its order appointing Gary
Philip Nelson as the Legal Representative of Holders of Future
Asbestos Demands.  The FCR is represented by:

     SHERRARD GERMAN & KELLY, PC
     Beverly A. Block, Esq.
     535 Smithfield Street, Suite 300
     Pittsburgh, PA 15222
     Tel: 412-258-6720
     Fax: 412-261-6221
     E-mail: bab@sgkpc.com


GMI USA: Asks Court to Enforce Automatic Stay Against Caravel
-------------------------------------------------------------
GMI USA Management, Inc., et al., ask the U.S. Bankruptcy Court to
issue an order enforcing the automatic stay and for civil
sanctions.

The Debtors related that the Debtor Global Maritime Investments
Cyprus Limited entered into a charter with Jia Foison Shipping,
Co., Ltd., the Owner, for the hire of the M/V Jia Foison.
Subsequently, Caravel Shipping Limited entered into a subcharter
with GMIC for the use of the Vessel, and prior to the delivery of
the Vessel to Caravel under the GMIC Subcharter, Caravel arranged
for bunkers to be loaded on the Vessel. Despite knowledge of the
Debtors’ Chapter 11 cases, Caravel still took delivery of the
Vessel, and also delivered the Vessel to Granit Negoce SA, in
relation to Caravel’s to subcharter with Granit, the Debtors
added.

Due to the Owner's numerous violations of the automatic stay, the
Court entered its Temporary Restraining Order and Order to Show
Cause against the Owner upon the Debtors' application for
injunctive relief. However, the Debtors said that after the Owner
informed Caravel of its lien placed on the sub-hire and sub-freight
for GMIC's failure to pay pre-petition amounts due to the Owner,
Caravel refused to pay GMIC for amounts due and owing under the
GMIC Subcharter until the dispute with the Owner was resolved.

The Debtors assert that Caravel's presence and participation in the
Court during numerous hearings in these cases, including the filing
of the Caravel Declaration, demonstrate that Caravel knew of these
Chapter 11 Cases, and does not excuse Caravel as to its own
compliance with the automatic stay, the Court's Stay Order, and the
Injunction Order.  Caravel knew that it needed to seek relief from
the Court regarding its setoff rights, and thus, Caravel has no
basis to continue to withhold the amounts due to the Debtors, the
Debtors further assert.

Hearing has been scheduled for May 12, 2016, while objections are
due May 5.

GMI USA Management is represented by:

       John P. Melko, Esq.
       Michael K. Riordan, Esq.
       GARDERE WYNNE SEWELL LLP
       1000 Louisiana, Suite 2000
       Houston, TX 77002-5011
       Telephone: 713-276-5727
       Facsimile: 713-276-6727
       E-mail: jmelko@gardere.com
               mriordan@gardere.com

            About GMI USA Management

GMI USA Management, Inc., Global Maritime Investments Cyprus
Limited, Global Maritime Investments Holdings Cyprus Limited,
Global Maritime Investments Resources (Singapore) Pte. Limited and
Global Maritime Investments Vessel Holdings Pte Ltd filed Chapter
11 bankruptcy petitions (Bankr. S.D.N.Y. Case Nos. 15-12552 to
15-12556) on Sept. 15, 2015.

The Debtors are engaged in three segments of the dry bulk shipping
markets, utilizing Freight Forward Agreements, physical "trading"
or supplying of ships for hire, and management of a dry bulk
shipping pool on behalf of ships owned directly or indirectly by
the Debtors, as well as for third party owners.

Debtor GMI USA Management is a recently formed New York
corporation.  All of the other Debtors are foreign corporations
based in either Singapore or Cyrus.

Global Maritime Investments Holdings Cyprus Limited is a holding
company that owns 100% of the outstanding shares of each of (i)
Debtor GMI USA Management, Inc., (ii) Debtor Cyprus Tradeco, (iii)
Debtor Vessel Holdings and (iv) non-Debtor GMI Panamax Pool
Limited.

The Debtors estimated assets in the range of $1 million to $10
million and liabilities of at least $100 million.

The Debtors tapped Gardere Wynne Sewell, LLP, as counsel, and AMA
Capital Parnters as financial advisor.


GOE LIMA: Bankruptcy Court Has Jurisdiction Over Claims vs. Bank
----------------------------------------------------------------
In the adversary proceeding captioned Smith-Boughan, Inc.,
Plaintiff, v. SunTrust Bank, et al., Defendants, Adv. Pro. No.
09-3020 (Bankr. N.D. Ohio), Judge Mary Ann Whipple of the United
States Bankruptcy Court for the Northern District of Ohio, Western
Division, concluded that it has "related to" jurisdiction to decide
the claims pending against the SunTrust Bank and authority to
finally adjudicate those claims. And to the extent that the court
lacks constitutional authority to address the pending claims, the
parties have consented to final adjudication by the court.

This adversary proceeding is before the court after a hearing at
which the court heard oral argument on the court's subject matter
jurisdiction to address Plaintiff Smith-Boughan, Inc.'s claims
against Defendant SunTrust Bank, individually and as agent for the
pre-petition lenders (collectively, "the Bank"). Subject matter
jurisdiction is a threshold matter that the court must decide
before determining the merits of a claim. Thus, prior to oral
argument and pursuant to the court's Fifth Adversary Proceeding
Scheduling Order, Smith-Boughan filed a Memorandum in Support of
Jurisdiction. In response, the Bank, both individually and as agent
for the pre-petition lenders, filed a document stating that it
consents to the court's jurisdiction and full adjudication of the
claims against it in this proceeding.

A full-text copy of the Memorandum of Decision dated March 25, 2016
is available at http://is.gd/whhVx5from Leagle.com.

The bankruptcy case In Re: GOE Lima, LLC, Chapter 11, Debtor, Case
No. 08-35508 (Bankr. N.D. Ohio).

Smith-Boughan, Inc., Plaintiff, is represented by Tammy Geiger
Lavalette, Esq. -- tlavalette@cc-attorneys.com -- Connelly &
Collier, LLP, H. Buswell Roberts, Esq. -- hbroberts@live.com --
Connelly & Collier, LLP

SunTrust Bank, Defendant, is represented by Patricia B. Fugee, Esq.
-- Patricia.Fugee@FisherBroyles.com -- FisherBroyles.

PEA (LIT), LLC, Intervenor, is represented by Kenneth R. Cookson,
Esq. -- kcookson@keglerbrown.com --  Kegler Brown Hill + Ritter

                   About GOE Lima

Headquartered in Lima, Ohio, GOE Lima LLC --
http://www.go-ethanol.com/-- operated an ethanol production   
facility.  The company filed for protection on Oct. 14, 2008
(Bankr. N.D. Ohio Case No. 08-35508).  Taft Stettinius & Hollister
LLP served as the Debtor's proposed bankruptcy counsel.  In its
Chapter 11 petition, the Debtor estimated assets and debts between
$100 million to $500 million.

Greater Ohio Ethanol was authorized by the Bankruptcy Court to
sell its ethanol facility to Paladin Ethanol Acquisition LLC for
$5.75 million cash and a note for $15.05 million the buyer may
repurchase for as little as $2.5 million.  Bloomberg News notes
the plant cost $117 million to build.  There were no acceptable
bids by the original Dec. 15, 2008 deadline set by the Bankruptcy
Court.

On July 8, 2010, the Court entered an order confirming the
Debtor's First Amended Joint Plan of Liquidation.


GREEN AUTOMOTIVE: Typenex, et al., Hold 9.9% Stake as of April 25
-----------------------------------------------------------------
In a Schedule 13G filed with the Securities and Exchange
Commission, Typenex Co-Investment, LLC, Red Cliffs Investments,
Inc., JFV Holdings, Inc., and John M Fife disclosed that as of
April 25, 2016, they beneficially own 74,708,936 shares of common
stock of Green Automotive Co representing 9.99 percent of the
shares outstanding.  A copy of the regulatory filing is available
for free at http://is.gd/e8qhnT

                    About Green Automotive Company

Green Automotive Company is a vehicle design, engineering,
manufacturing and distribution company.  The Company also provides
after sales program.  It possesses a portfolio of businesses and
is active in three main market segments: Cutting edge technology
development, engineering and design with a focus on zero and low
emission vehicle solutions; Manufacturing and customization of
vehicles for markets with the potential to be converted into low
emission or electric vehicles, such as shuttle buses, taxis,
commercial vehicles, and After sales services for electric or low
emission vehicles, including servicing and repair.

The Company has sustained recurring operating losses and past due
payables.  These conditions, among others, give rise to
substantial doubt about its ability to continue as a going
concern, according to the Company's Form 10-Q for the period ended
June 30, 2014.

As of Sept. 30, 2014, the Company had $1.02 million in total
assets, $17.62 million in total liabilities and a total
stockholders' deficit of $16.60 million.


GRIZZLY LAND: Case Reassigned to Judge Joseph Rosania Jr.
---------------------------------------------------------
Kenneth C. Gardner, Clerk of the Bankruptcy Court of Colorado has
Grizzly Land LLC that its Chapter 11 case has been reassigned to
Judge Joseph G. Rosania Jr.

                        About Grizzly Land

Grizzly Land LLC sought Chapter 11 protection (Bankr. D. Col. Case
No. 16-11757) in Denver on March 1, 2016.  Judge Thomas B. McNamara
is assigned to the case.  The petition was signed by Kirk A.
Shiner, DVM, manager.

The Debtor estimated $10 million to $50 million in assets and
debt.

Lee M. Kutner, Esq., at Kutner Brinen Garber, P.C., serves as
counsel to the Debtor.


HALCON RESOURCES: Amends 2015 Annual Report to Add Info.
--------------------------------------------------------
Halcon Resources Corporation filed with the Securities and Exchange
Commission an amended annual report on Form 10-K for the year ended
Dec. 31, 2015, for the sole purpose of providing the information
required by Items 10 through 14 of Part III of Form 10-K.  The Part
III information was previously omitted from the Original 10-K in
reliance on General Instruction G(3) to Form 10-K.   

Part III describes the Company's directors, executive officers and
corporate governance; executive compensation; security ownership of
certain beneficial owners and management and related stockholder
matters; certain relationships and related transactions, and
director independence; principal accountant fees and services.  A
copy of the Form 10-K/A is available for free at
http://is.gd/YJYyeU

                      About Halcon Resources

Halcon Resources Corporation acquires, produces, explores and
develops onshore liquids-rich assets in the United States.  This
independent energy company operates in the Bakken/Three Forks, El
Halcon and Tuscaloosa Marine Shale formations.

Halcon Resources reported a net loss available to common
stockholders of $2 billion on $550.27 million of total operating
revenues for the year ended Dec. 31, 2015, compared to net income
available to common stockholders of $283 million on $1.14 billion
of total operating revenues for the year ended Dec. 31, 2014.

As of Dec. 31, 2015, Halcon Resources had $3.45 billion in total
assets, $3.22 billion in total liabilities, $184 million in
redeemable noncontrolling interest and $52.4 million in total
stockholders' equity.

                           *     *      *

As reported by the TCR on Jan. 27, 2015, Moody's Investors Service
downgraded Halcon's Corporate Family Rating to 'Caa1' from 'B3' and
the Probability of Default Rating to 'Caa1-PD' from 'B3-PD'.  The
downgrade reflects growing risk for Halcon's business profile
because of high financial leverage and limited liquidity as its
existing hedges roll-off and stop contributing to its borrowing
base over the next 12-18 months.

In September 2015, Standard & Poor's Ratings Services lowered its
corporate credit rating on Oklahoma City-based Halcon Resource
Corp. to 'SD' (selective default) from 'B-'.  "The downgrade
follows Halcon's announcement that it reached an agreement with
holders of portions of its senior unsecured notes to exchange the
notes for new senior secured third-lien notes," said Standard &
Poor's credit analyst Ben Tsocanos.


HAMPSHIRE GROUP: Forbearance Agreements Extended Until May 2
------------------------------------------------------------
As previously reported:

  * on Nov. 30, 2015, Hampshire Group, Limited and certain of its
    subsidiaries entered into a Forbearance Agreement and Fifth
    Amendment to Credit Agreement with Salus CLO 2012-1, Ltd. and
    Salus Capital Partners, LLC, as lenders, pursuant to which,
    among other things, (i) the maturity date of the loans under
    the credit facility was changed to Feb. 29, 2016, and (ii)
    the Lenders agreed to forbear from exercising their rights   
    with respect to certain specified defaults under the credit
    facility.

  * The Company has received a term sheet for a replacement credit

    facility from a new lender and is negotiating the definitive
    agreements with the new lender.  The Borrowers and the
    existing Lenders entered into agreements, which, collectively,

    temporarily extended the forbearance date and maturity date to

    April 18, 2016, subject to an earlier date in the discretion
    of the Lenders in the event that the Lenders receive notice
    that the credit facility with the new lender will not be
    completed as currently contemplated.

On April 21, 2016, the Borrowers and the existing Lenders entered
into an agreement dated as of April 18, 2016, to extend each of the
forbearance date and maturity date from April 18, 2016, to
May 2, 2016, subject to an earlier date in the discretion of the
Lenders in the event that the Lenders receive notice that the
credit facility with the new lender will not be completed as
currently contemplated.  The Company said there can be no assurance
that the new credit facility will be completed in a timely manner,
or at all, or that the existing Lenders will give further
extensions of the forbearance and maturity dates beyond May 2,
2016.

                       About Hampshire Group

New York-based Hampshire Group, Limited (OTC Markets: HAMP) is a
provider of fashion apparel across a broad range of product
categories, channels of distribution and price points.  As a
holding company, the Company operates through its wholly-owned
subsidiaries, Hampshire Brands, Inc. and Hampshire International,
LLC.  The Company completed the sale of Rio Garment S.A. effective
April 10, 2015.

The Company incurred a net loss of $28.8 million in 2014 following
a net loss of $16.04 million in 2013.

As of Sept. 26, 2015, Hampshire had $37.9 million in total assets,
$44.8 million in total liabilities and a $6.93 million total
stockholders' deficit.

Elliott Davis Decosimo LLC, in Greenville, South Carolina, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Dec. 31, 2015, citing that the
Company has suffered recurring losses and incurred negative cash
flows from continuing operations and its total liabilities exceed
its total assets at December 31, 2014.  In addition, the Company is
in default under its credit facility and has entered into a
forbearance agreement and amendment to the credit facility, which
among other items, changed the maturity date of the credit facility
to February 29, 2016.  The Company's lenders have indicated that
they will not renew the credit facility beyond that maturity date,
because they intend to exit this line of business. The Company is
in the process of attempting to obtain financing with a new lender.
These conditions, the auditors said, raise substantial doubt about
the Company's ability to continue as a going concern.


HANISH LLC: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Hanish, LLC
           dba Fairfield Inn & Suites
        495 Westgate Drive
        Brockton, MA 02301

Case No.: 16-10602

Chapter 11 Petition Date: April 26, 2016

Court: United States Bankruptcy Court
       District of New Hampshire (Manchester)

Debtor's Counsel: Steven M. Notinger, Esq.
                  NOTINGER LAW, PLLC
                  7A Taggart Drive
                  Nashua, NH 03060
                  Tel: (603) 417-2158
                  E-mail: steve@notingerlaw.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Nayan Patel, managing member.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/nhb16-10602.pdf


HAWAIIAN AIRLINES: Fitch Hikes Rating to 'B+'
---------------------------------------------
Fitch Ratings has upgraded Hawaiian Airlines, Inc. (HA) and its
parent company Hawaiian Holdings, Inc. to 'B+' from 'B'. The Rating
Outlook is Stable.

The rating upgrade is supported by material improvement in HA's
credit profile over the past two years as lower capital spending,
maturing international routes, and low fuel prices have led to
improved operating margins and allowed the company to pay down
debt. For 2016, Fitch expects further credit improvement driven by
low fuel, a more moderate competitive environment in HA's domestic
markets, and sustained demand for tourism to the islands of Hawaii.
Another year of solid financial performance in 2016 should allow
the company to pay down incremental debt and build its base of
unencumbered assets, putting HA in a better position to weather
future downturns.

Fitch's primary concerns revolve around potential cost pressures
looming in the next couple of years, particularly related to labor,
as the majority of HA's unionized workers are currently working
under amendable contracts. The ratings also remain constrained by
Hawaiian's geographic concentration, and its reliance on demand for
travel to Hawaii from a relatively small number of markets. The
company's small size compared to its much larger U.S. peers also
remains a limiting factor.

KEY RATING DRIVERS

Strong Credit Metrics for the Rating:
The combined effects of a low fuel environment, decreased capital
spending, and a healthy U.S. aviation market in 2015 allowed HA the
flexibility to pay down debt while maintaining a strong cash
balance. Fitch calculates Hawaiian's adjusted debt/EBITDAR at
roughly 2.8x as of March 31, 2016, which is down from as high as
5.5x at the end of 2013. Fitch's base case forecast anticipates
that adjusted debt/EBITDAR may improve incrementally going forward,
and remain below 3x through the end of our forecast period.
Hawaiian's total balance of debt and capital leases dropped sharply
over the past year to $683 million from just over $1 billion at
year-end 2014. Debt reduction in 2015 was partially due to the
repayment of $71 million in convertible notes, the prepayment of
$124 million in debt from bank facilities secured by Hawaiian's
A330s and 767s. In the quarter ended March 31, 2016, Hawaiian
prepaid an additional $52 million in bank debt secured by A330s.
Fixed charge coverage is expected to remain around 3x, up from
approximately 2x, where it hovered between 2012-2014.

Along with lower debt balances, credit metrics are benefiting from
improved profitability. EBIT margins were up by nearly eight
percentage points in 2015 primarily due to lower fuel prices. For
2016, Fitch expects margins to remain flat or improve incrementally
as the benefits of cheap fuel are at least partially offset by
non-fuel cost pressures.

Few Deliveries to Support Solid Free Cash Flow (FCF) in the Near
term:
Fitch expects HA to generate FCF in the $300 million-$400 million
range in 2016, compared to $357 million in 2015. Significant
positive FCF generation represents a sharp change from the
2010-2014 time period when HA was going through its widebody
refleeting process. HA produced a negative cumulative FCF of -$323
million for period from 2011 through 2014. Fitch's forecast
anticipates that FCF remains positive in the mid-single digits as a
percentage of revenue through at least 2017. Capital spending will
step up again towards the end of this decade as the company
receives more A321 NEOs, (only three are scheduled for delivery in
2017, stepping up to six deliveries in each of 2018 and 2019 and
one delivery in 2020). However, Fitch believes that HA will be in a
better position to go through its next round of heavier capital
spending without adding a significant amount of leverage to the
balance sheet as it did in 2013-2014.

Unit Revenue Pressures to Ease:
Fitch expects the unit revenue pressures that Hawaiian experienced
in 2015 to ease as 2016 progresses. Revenue per available seat mile
was down by 3.6% in 2015 driven by heavy competitive capacity
growth in certain West Coast markets and by the impacts of foreign
exchange rates and fuel surcharges in key international markets.
Since November of 2014, both the Yen and Australian dollar (HA's
two most important foreign currencies) have weakened considerably
against the U.S. dollar, although some of that has reversed in
recent months. Since the sharpest currency movements happened in
late 2014, easing f/x pressures should create a minor tailwind for
the company in 2016. Fitch also expects the rate of capacity growth
into the Hawaiian markets to slow in 2016 after two years of fairly
intense growth from Hawaiian's competitors. A more moderate
addition of seats should allow unit revenue pressures to ease in
the near term.

KEY ASSUMPTIONS
Fitch's key assumptions within our rating case for the issuer
include:

-- Continued moderate expansion of tourism to the Hawaiian
    islands over the near term;

-- Moderately increasing fuel prices through the forecast
   period - brent crude rising to around $65/barrel by 2018. Note
   that this is a conservative estimate compared to the forecast
   published in Fitch's most recent oil & gas price deck;

-- Capacity growth in the low-single digits through the next two
   years.

RATING SENSITIVITIES

Future actions that may individually or collectively cause Fitch to
take a positive rating action include:

-- Sustained adjusted debt/EBITDAR around or below 3.5x;
-- Expectations for sustained positive FCF generation over the
    longer term;
-- EBITDAR margins sustained at or above the 17%-20% range.

Although HA's credit metrics are currently in-line with those
outlined above, future positive rating actions may be driven by
expectations for metrics to be sustained amidst a more difficult
operating environment (i.e. higher fuel prices or a notable drop in
demand).

Future actions that may individually or collectively cause Fitch to
take a negative rating action include:

-- Capacity additions into the Hawaiian market which cause
    sustained weakness in yields;
-- Leverage rising and remaining at or above 5x;
-- A notable drop in tourism to Hawaii caused by a natural
    disaster or economic downturn;
-- EBITDAR margins falling and remaining below 15%.

LIQUIDITY

Fitch considers Hawaiian's financial flexibility to be solid for
the rating. As of March 31, 2016, the company had a balance of cash
and equivalents and short-term investments totalling $669 million
and full availability under its $175 million revolver. In Fitch's
base forecast, Hawaiian's internal sources of liquidity (cash,
revolver availability, and expected cash from operations) exceed
projected capital expenditures and debt maturities through 2016 by
more than 2x. Total liquidity was equal to 36% of latest 12 months
(LTM) revenue, which is at the high end of Hawaiian's North
American peer group. Fitch considers the company's upcoming debt
maturities to be manageable. Maturities total $67 million for 2016
and $65 million in 2017.

Hawaiian's financial flexibility is also supported by newly
unencumbered aircraft. As the company has paid down debt, it has
freed up some previously encumbered collateral. Fitch views high
quality unencumbered assets to be a supporting credit factor, as
those planes could be financed if the company were in need of
liquidity. Although several of Hawaiian's unencumbered planes are
relatively undesirable 767-300s, it also has late vintage A330-200s
and ATR turboprops, which would be readily financeable assets.
Unencumbered planes also give HA additional fleet flexibility as
they can more easily be parked in the case of a serious downturn in
demand.

2013-1 EETC:
Fitch has affirmed the senior tranche rating at 'A-'. Senior EETC
tranche ratings are primarily based on a top-down analysis of the
level of overcollateralization featured in the transaction. The
ratings also incorporate the structural benefits of section 1110 of
the bankruptcy code, and the presence of an 18-month liquidity
facility.

Fitch's stress case utilizes a top-down approach assuming a
rejection of the entire pool of aircraft in a severe global
aviation downturn. The stress scenario incorporates a full draw on
the liquidity facility, an assumed 5% repossession/remarketing
cost, and a 30% stress to the value of the aircraft collateral. The
30% value haircut corresponds to the high end of Fitch's 20%-30%
'A' category stress level for Tier 1 aircraft.

The collateral pool in this transaction consists of six 2013 and
2014 vintage A330-200s. Fitch views the A330-200 as a borderline
Tier 1/Tier 2 aircraft.

Fitch notes that according to data provided by a third party
appraiser, values for the A330 family continue to experience some
softness in anticipation of the launch of the A330 NEO and from the
introduction of the A350. The A330-200 also suffers from
competition with the 787, as the 787-8 and 787-9 bracket the
A330-200 in terms of seating capacity, while the 787 is a more
efficient aircraft. Within the aircraft family, the A330-200 has
lost favor with many users to the larger A330-300.

Value declines over the past year have exceeded the depreciation
assumptions included in Fitch's forecast model. The class A
certificates still pass Fitch's 'A' level stress test, but with
less headroom. Fitch's current forecast anticipates that LTVs in
this transaction will slowly improve as the debt amortizes.
However, further declines in A330 values could prompt a downgrade
to 'BBB+'.

Subordinated tranche ratings are linked to Hawaiian's Issuer
Default Rating (IDR), and therefore the B tranche ratings have been
upgraded to 'BB+', which represents a three-notch uplift from
Hawaiian's IDR of 'B'.

Subordinated tranche ratings are adjusted from Hawaiian's IDR based
on three primary considerations: 1) affirmation factor, 2) presence
of a liquidity facility, and 3) recovery prospects. Fitch considers
the affirmation factor for this collateral pool to be moderate to
high resulting in a +2 notch adjustment (maximum is 3). The B
tranche also features an 18-month liquidity facility, providing a
further +1 notch adjustment. No adjustment has been made for
recovery, resulting in a rating of 'BB+'.

EETC RATING SENSITIVITIES

Senior tranche ratings could be considered for a negative action if
declines in base value for the A330-200 continue to outpace Fitch's
expectations. A positive rating action is not expected at this
time.

The subordinate tranche ratings are directly linked to Hawaiian's
IDR. However, Fitch's EETC criteria prescribes some compression of
the notching allowed for the affirmation factor as the airline
moves up the rating scale. Therefore, if HA were upgraded to 'BB-',
the B tranche may be affirmed at 'BB+'. If HA were to be
downgraded, the B tranche would likely be downgraded
commensurately.

Fitch has taken the following rating actions:
Hawaiian Holdings, Inc.

-- IDR upgraded to 'B+' from 'B'.

Hawaiian Airlines, Inc.
-- IDR upgraded to 'B+' from 'B'.

The Rating Outlook is Stable.

Hawaiian Airlines 2013-1 Pass-Through Trust
-- Series 2013-1 class A certificates affirmed at 'A-';
-- Series 2013-1 class B certificates upgraded to 'BB+' from
    'BB'.



HILLVIEW, KY: S&P Raises Rating on 2010 GO Refunding Bonds From B-
------------------------------------------------------------------
Standard & Poor's Ratings Services raised its long-term rating
seven notches to 'BBB' from 'B-' on the city of Hillview, Ky.'s
series 2010 general obligation (GO) refunding bonds, and removed
the rating from CreditWatch, where it had been placed with negative
implications on Aug. 21, 2015.  The outlook is stable.

S&P had previously lowered the rating multiple notches to 'B-' and
placed it on CreditWatch negative due to S&P's view of the
potential for nonpayment on the city's obligations following its
filing for Chapter 9 protection in August 2015.

"The multinotch upgrade reflects our view of the legal settlement
that Hillview reached with its chief creditor, Truck America
Training LLC, in April 2016 that we expect to result in the
imminent dismissal of the bankruptcy case," said Standard & Poor's
credit analyst Scott Nees.  "With the case's dismissal, our
immediate cause for concern is removed, and we accordingly believe
a higher rating, reflecting our forward-looking view of the city's
credit quality, is warranted."

Despite the dismissal, however, S&P believes that Hillview could
face headwinds beginning in the next two fiscal years as it deals
with the costs arising from the settlement, which include
additional debt and mandatory annual payments to Truck America. The
'BBB' rating incorporates S&P's uncertainty as to the city's
ability to handle these costs, in conjunction with S&P's concerns
over a number of other vulnerabilities.

Hillview's Chapter 9 filing stems from an adverse legal judgment
against the city regarding a lease-purchase contract with Truck
America, a trucking school, and on which the city was deemed by
courts to have reneged.

The stable outlook reflects S&P's view that the obligations arising
from Hillview's settlement with Truck America should be manageable
at the present 'BBB' rating, and that despite these new costs, the
city still exhibits adequate protection parameters characteristic
of 'BBB'-rated credits.  While S&P has emphasized its concerns
regarding the pending settlement costs and their potential impact
on the city's budget, S&P also notes that Hillview's operating
budget has been balanced for the past three audited fiscal years
and the city has additional revenues coming in that should help
offset the additional costs, factors which support a stable
outlook.  Therefore, S&P do not anticipate a rating change within
the next two years.

Hillview is a suburb of Louisville located about 17 miles south of
downtown Louisville along Interstate 65.



HORSEHEAD HOLDING: Needs Until Aug. 30 to Decide on Leases
----------------------------------------------------------
Horsehead Holding Corp., et al., ask the U.S. Bankruptcy Court to
extend the time within which they may assume or reject the
Unexpired Leases for 90 additional days, through and including
August 30, 2016.

The Motion explains, "The Debtors are party to less than 20
Unexpired Leases, consisting primarily of warehouse storage, as
well as traditional nonresidential real property leases . . . As
part of the Schedules, the Debtors identified the Unexpired Leases
to which one or more of the Debtors may be parties.  To date, the
Debtors have not yet had an opportunity to determine conclusively
which Unexpired Leases may be assumed or rejected as part of their
overall restructuring objectives.  Rather, the Debtors have been
principally focused on stabilizing their business operations,
negotiating the terms of critical postpetition financing, and
preparing and negotiating a disclosure statement and plan of
reorganization. The Debtors therefore require additional time to
complete their analysis of the Unexpired Leases in light of their
overall restructuring goals."

Horsehead Holding Corp., et al., are represented by:

       Laura Davis Jones, Esq.
       James E. O'Neill, Esq.
       Joseph M. Mulvihill, Esq.
       PACHULSKI STANG ZIEHL &JONES LLP
       919 North Market Street, 17th Floor
       P.O. Box 8705
       Wilmington, Delaware 19899-8705 (Courier 19801)
       Telephone: (302) 652-4100
       Facsimile: (302) 652-4400
       Email: ljones@pszjlaw.com
              joneill@pszjlaw.com
              jmulvihill@pszjlaw.com

       -- and --

       James H.M. Sprayregen, P.C.
       Patrick J. Nash Jr., P.C.
       Ryan Preston Dahl, Esq.
       KIRKLAND & ELLIS LLP KIRKLAND & ELLIS INTERNATIONAL LLP
       300 North LaSalle
       Chicago, Illinois 60654
       Telephone: (312) 862-2000
       Facsimile: (312) 862-2200
       Email: james.sprayregen@kirkland.com
              patrick.nash@kirkland.com
              ryan.dahl@kirkland.com

          About Horsehead Holding Corp.

Horsehead Holding Corp. is the parent company of Horsehead
Corporation, a U.S. producer of specialty zinc and zinc-based
products and a leading recycler of electric arc furnace dust; The
International Metals Reclamation Company, LLC ("INMETCO"), a
leading recycler of metals-bearing wastes and a leading processor
of nickel-cadmium (NiCd) batteries in North America; and Zochem
Inc., a zinc oxide producer located in Brampton, Ontario.
Horsehead, headquartered in Pittsburgh, Pa., has seven facilities
throughout the U.S. and Canada.  The Debtors currently employ
approximately 730 full-time individuals.

Horsehead Holding Corp., Horsehead Corporation, Horsehead Metal
Products, LLC, The International Metals Reclamation Company, LLC,
and Zochem Inc. filed Chapter 11 bankruptcy petitions (Bankr. D.
Del. Case Nos. 16-10287 to 16-10291) on Feb. 2, 2016.  The petition
was signed by Robert D. Scherich as vice president and chief
financial officer.  Judge Christopher S. Sontchi is assigned to the
case.

The Debtors have engaged Kirkland & Ellis LLP as general counsel,
Pachulski Stang Ziehl & Jones LLP as local counsel, RAS Management
Advisors, LLC as financial advisor, Lazard Middle Market LLC as
investment banker, Epiq Bankruptcy Solutions, LLC as claims and
noticing agent and Aird & Berlis LLP as Canadian counsel.

The Debtors disclosed total assets of $1 billion and total
liabilities of $544.6 million.  As of the Petition Date, the
Debtors' consolidated long-term debt obligations totaled
approximately $420.7 million.


INSTITUTIONAL SHAREHOLDER: Moody's Changes Outlook to Stable
------------------------------------------------------------
Moody's Investors Service revised Institutional Shareholder
Services, Inc.'s ratings outlook to stable from negative. At the
same time, Moody's affirmed the company's B3 Corporate Family
Rating (CFR), B3-PD Probability of Default Rating (PDR), B2 rating
on the first- lien credit facility, and Caa2 rating on the
second-lien term loan.

The stabilization of the ratings outlook considers ISS' good
topline and earnings growth over the last twelve months driven by
strong organic revenue growth in its corporate segment,
particularly in the governance data and analytics as well as the
advisory and compensation, which contributed to meaningful
deleveraging.  Moody's believes there is greater visibility on the
stand-alone cost structure and that modest revenue growth in 2016
will sustain the improvement in earnings and credit metrics.  The
stable rating outlook also reflects Moody's expectation of
increased covenant headroom due to the improved operating results.

"After a successful separation from MSCI, ISS has demonstrated
improved profitability and margin expansion, while reducing its
debt-to-EBITDA leverage by approximately 1.0 turn to 6.4 times
(Moody's adjusted) at Dec. 31, 2015," said Oleg Markin, Moody's
lead analyst for ISS.  "Favorable demand trends for
corporate-governance services in the US and International markets
will continue to support profitable growth for ISS over the
intermediate term," added Oleg Markin.  Moody's expects ISS to
achieve modest earnings growth over the next 12-18 months while
maintaining an adequate liquidity profile.

Moody's took these rating actions on Institutional Shareholder
Services, Inc.:

   -- Corporate Family Rating, affirmed at B3

   -- Probability of Default Rating, affirmed at B3-PD

   -- $20 million first-lien senior secured revolving credit
      facility due 2020, affirmed at B2 (LGD3)

   -- $167 million first-lien senior secured term loan due 2021,
      affirmed at B2 (LGD3)

   -- $73 million second-lien senior secured term loan due 2022,
      affirmed at Caa2 (LGD5)

The ratings outlook is changed to stable from negative

                         RATINGS RATONALE

ISS' B3 CFR reflects the company's high debt-to-EBITDA leverage,
small scale with limited operating history as a standalone company
and operations in a highly competitive niche market for corporate
governance solution and proxy services.  Organic top-line growth
will be limited (2-3% annually), with nearly all revenue growth
expected to come from corporate executive compensation data, tools
and advisory services, which accounts for only one third of the
company's total revenue.  Despite only modest revenue and earnings
growth, debt-to-EBITDA leverage is expected to decline below 6.0
times by end of 2016 due to improved free cash flow generation,
which will allow the company to repay outstanding borrowings under
its revolving credit facility.

At the same time, ISS benefits from its leading market position,
particularly in proxy research and voting, fundamentally stable
demand for corporate-governance services from a diverse
institutional and corporate client base with high retention rates
and strong EBITDA margins.  The company's subscription-driven model
allows for a predictable revenue stream.  The rating is also
supported by Moody's expectation that the company will maintain at
least adequate liquidity.

The stable outlook reflects Moody's expectation for modest organic
topline growth while maintaining EBITDA margins in the 30% range.
The stable ratings outlook also anticipates ISS will maintain
adequate liquidity, including positive free cash flow generation
and good headroom under its financial covenant.

Given ISS' high financial leverage and small scale a ratings
upgrade is not expected in the intermediate term.  Moody's would
consider an upgrade if ISS sustains revenue and profitability
growth in the mid-to-high single digit percentages while
maintaining a good liquidity profile and financial policy aimed at
reducing debt, such that its debt-to-EBITDA is sustained below 5.0
times.

The ratings could be downgraded if the company experiences top-line
and earnings pressure such that debt-to-EBITDA leverage remain
elevated, or if ISS' operating margins, cash flow, or liquidity
were to deteriorate.

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

Based in Rockville, MD, ISS is a leading, global provider of
corporate governance services (such as facilitating the voting of
proxies) for institutional investors, and for public corporate
clients looking to improve their governance practices.  ISS
generated revenues of approximately $133 million in 2015.



INT'L MANUFACTURING GROUP: Felderstein Okayed as Trustee's Counsel
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of California
granted the request of Beverly N. McFarland, the Chapter 11 Trustee
for International Manufacturing Group, Inc., Inc., to reaffirm the
employment Felderstein Fitzgerald Willoughby & Pascuzzi LLP as her
bankruptcy Counsel.

On August 1, 2014, the Court entered its order approving the hiring
of FFWP as the Chapter 11 Trustee's bankruptcy counsel.

On March 18, 2015, FFWP filed a motion to reaffirm FFWP's
employment as counsel for the Trustee to disclose additional
connections that has been discovered.

On April 8, 2015, the Court entered its order reaffirming FFWP's
employment as bankruptcy Counsel for the Trustee.

Since the Reaffirmation Order was entered, FFWP hired a new legal
secretary. Prior to her employment with FFWP, she was employed in
Meegan firm which represents the adversaries in this case.   

FFWP has agreed to create an ethical wall prohibiting the new legal
secretary from working on any aspect for FFWP's representation of
the trustee in this case and from discussing with the lawyers or
other personnel at FFWP any aspect of the matter that may disclose
confidential information that she may have had access to during her
employment with Meegan firm.

The Meegan firm has consulted with the Defendants and has confirmed
to FFWP that the Defendants consent to FFWP's continued
representation of the trustee in this case provided that the
ethical wall is implemented and maintained.

FFWP has also confirmed with the Trustee that she consents to
FFWP's employment of the legal secretary.

Counsel for the Official Committee of Unsecured Creditors has
viewed the application and has consented to the relief requested.

FFWP submits that this new connection does not render FFWP not
"disinterested" within the meaning of 11 U.S.C 101(14) and 327 or
otherwise disqualify the firm from employment by the Trustee.

FFWP recognizes the duty to disclose connection pursuant to
Bankruptcy Rule 2014 is a continuing obligation.

                   About International Manufacturing

Deepal Wannakuwatte, the mastermind of a $150 million Ponzi scheme,
put himself and his company, International Manufacturing Group
Inc., into Chapter 11 after he pleaded guilty to one count of wire
fraud and agreed to a 20-year prison sentence.  The bankruptcy
filing was part of his plea bargain with federal prosecutors.  Mr.
Wannakuwatte is the former owner of the Sacramento Capitols tennis
team.



International Manufacturing sought Chapter 11 bankruptcy protection
(Bankr. E.D. Cal. Case No. 14-25820) in Sacramento, on May 30,
2014.  The case is assigned to Judge Robert S. Bardwil.



The Debtor tapped Marc A. Caraska, in Sacramento, as counsel.

In June 2014, Beverly N. McFarland was appointed as Chapter 11
trustee for the Debtor.  She has tapped Felderstein Fitzgerald
Willoughby & Pascuzzi LLP as her bankruptcy counsel; Diamond
McCarthy LLP as her special litigation counsel; Gabrielson &
Company as accountant; and Karen Rushing as bookkeeper outside
the
ordinary course of business.



The U.S. Trustee for Region 7 appointed a three-member unsecured
creditors panel comprising of Byron Younger, Janine Jones, and
Steve Whitesides.


IOWA FERTILIZER: Fitch Cuts $1.185BB Revenue Bonds Rating to B+
---------------------------------------------------------------
Fitch Ratings has downgraded the rating on the $1.185 billion of
Midwestern Disaster Area Revenue Bonds (the bonds) issued by the
Iowa Finance Authority on behalf of Iowa Fertilizer Company LLC
(IFCo) to 'B+' from 'BB-'. The Rating Outlook remains Negative.

KEY RATING DRIVERS

The downgrade reflects continuing completion delays and increased
costs likely to exhaust available contingency funding. The Negative
Outlook reflects the potential for delays and cost increases that
may exceed current projections. Once operational, the project is
exposed to potentially volatile operating margins with rating case
coverage near breakeven levels in the early years.

Construction Significantly Over Budget

Although the engineering, procurement, and construction (EPC)
agreement is a fixed-price contract, fully-wrapped by an
experienced contractor, ongoing change orders led to a substantial
increase in EPC project costs. The project fully exhausted its
contingency and issued an additional $100 million of combined
senior debt and sponsor equity in June 2015, and additional funding
will be required to complete the facility. Further change orders
and contractor claims are still being negotiated, indicating that
final costs could rise further.

Limited Liquidity

A substantial delay in start-up is expected to necessitate a draw
on the cash-funded debt service reserve for mandatory 2016
payments. These payments and construction cost shortfalls are
expected to be funded by a $150 million letter of credit-backed
(LOC) subordinated loan facility from sponsor OCI N.V. When the
project achieves operation, relatively high equity distribution
triggers will support debt repayment and replenishment of reserves
during potential periods of low operating cash flow. Operating and
major maintenance reserves will help shield the project during the
operational phase.

Nitrogen Market Price Exposure

IFCo will sell its nitrogen products to farmers, distributers,
wholesalers, cooperatives, and blenders at market prices. The
project's main products have historically exhibited considerable
price volatility as evidenced by the average five- and 10-year one
standard deviation ranges of 25% to 30% and 35%, respectively.
Fitch recognizes that a shift in the supply-demand balance could
negatively impact prices, as a 10% change in nitrogen product
prices will result in a 0.40x-0.50x change in debt service coverage
ratios (DSCRs).

Natural Gas Price Risk

The project will procure its natural gas feedstock via an existing
pipeline at prices linked to Henry Hub. IFCo has entered into
natural gas call swaptions for the first seven years of the project
to moderate the risk of a reversal in gas pricing trends. In
addition, the project will fund a feedstock reserve and can enter
into further call swaptions to help mitigate price risk during the
non-hedging period.

Manageable Operating Risks

IFCo will utilize commercially proven technologies with relatively
low maintenance risk. Fitch believes that the project's oversized
and flexible production capacity helps mitigate operating
performance risk. Non-feedstock O&M and maintenance cost
projections have increased significantly from original projections,
and the project may require several years of operations to
establish a stable cost profile.

Speculative-Grade Forecasted Financial Profile

The Fitch rating case imposes revenue and expense stresses for all
operating years, resulting in an average DSCR of 1.15x over the
10-year term. Coverage is particularly vulnerable in the first four
years of operations during which time the project will repay the
additional debt at a consolidated rating case DSCR averaging 1.00x.
While natural gas price exposure has been moderated, margin risk is
a rating constraint as the nitrogen fertilizer price remains
subject to the U.S. trade balance, cost of production, and changes
in supply and demand. The relatively short debt term moderates
long-term price uncertainty, and reserve accounts help to mitigate
the impact of short-term price fluctuations, but the cash flow
cushion remains vulnerable to changes in project economics.

Peer Analysis: IFCo's peer group includes merchant project
financings in which product sales are susceptible to the inherent
volatility of commodity markets. Merchant projects that have
achieved ratings in the 'BB' category have demonstrated some
combination of long-term feedstock price certainty, materially low
leverage, structural enhancements, or a proven, quasi-monopolistic
competitive advantage. Merchant projects in the 'B' rating category
typically are exposed to price and volume risk and operate in a
business environment with highly volatile margins.

RATING SENSITIVITIES

Negative - Further Construction Obstacles: Further increase in
completion costs or delay in completion beyond current
expectations.

Positive - Project Completion: Completion of the project and
commencement of operations as currently scheduled, resolution of
all outstanding contractor claims, and replenishment of the debt
service reserve.

Negative - Margin Risk: A fundamental shift in the supply-demand
balance that results in materially lower operating margins expected
to persist over a long period.

Negative - Operational Cost Overruns: Inability to effectively
manage operating costs or failure to reach and sustain projected
capacity and utilization rates.

SUMMARY OF CREDIT

Since Fitch's last review in April 2015, construction of the plant
has fallen further behind schedule and costs have continued to
escalate through change orders for activities outside of the scope
of the EPC contract. In its fourth quarter 2015 Construction
Monitoring Report, independent engineer Nexant reported 33 change
orders totalling nearly $200 million. This is an increase of
approximately $85 million from a total of $115 million of approved
change orders one year ago. The bulk of the increase is a $66.3
million charge related to severe winter weather. Management has
indicated that remaining obligations can be met through a
combination of funds remaining in the equity construction account
(including the June 2015 $100 million of additional funding), a new
$150 million LOC-backed subordinated loan facility, and operating
cash flow following mechanical completion.

The project schedule has been pushed back further and management's
latest expectation is that ammonia production will begin in the
September/October 2016 timeframe with downstream production
expected to commence one to two months later. This represents
roughly a one year delay in construction. Under the terms of the
EPC agreement, Orascom E&C USA (OEC) owes delay damages for failure
to meet the original mechanical and provisional acceptance dates of
August and November 2015, respectively. These damages are capped at
10% of the EPC contract and Fitch expects damages owed will amount
to approximately $130 million.

In early March 2016, contractor OEC submitted an additional notice
summarizing contract price and time claims that would further
increase IFCo's overall construction costs beyond approved change
orders to date. The initial claim totals $416.2 million, though
IFCo is still reviewing the validity of these claims and believes
several major items will be invalidated.

IFCo's first payments on its senior bonds are due June 1 and Dec. 1
of 2016. The combined senior principal and interest obligations,
additional pari-passu loan obligations, and required hedge premium
payments amount to an estimated $168.3 million. Construction
progress, the status of OEC's claims, and market fertilizer prices
over the next few months will further inform the likelihood that
IFCo can meet its obligations relying only on projected sources of
funds available to the project company.



KIDZ ACADEMY: Bankruptcy Administrator Ordered Not to Appoint Panel
-------------------------------------------------------------------
The bankruptcy administrator for the Middle District of Alabama was
ordered to not form an unsecured creditors' committee in the
Chapter 11 case of Kidz Academy Christian Child Care Center, Inc.

U.S. Bankruptcy Judge Dwight Williams, Jr., issued the order upon
request from the company, which is designated as a "small business
debtor," according to court filings.

Kidz Academy Christian Child Care Center, Inc. sought protection
under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Ala. Case No.
15-33542) on December 17, 2015. The bankruptcy case was filed pro
se.


LB STEEL: Suit Against Walsh Construction Dismissed
---------------------------------------------------
Judge Janet S. Baer of the United States Bankruptcy Court for the
Northern District of Illinois, Eastern Division, dismissed the
adversary proceeding captioned LB STEEL, LLC, Plaintiff, v. WALSH
CONSTRUCTION COMPANY and DOROTHY BROWN, CLERK OF THE CIRCUIT COURT,
COOK COUNTY, ILLINOIS, Defendants,Adversary Case No. 15-00876
(Bankr. N.D. Ill.).

The adversary complaint was filed by the debtor LB Steel, LLC,
against Walsh Construction Company and Dorothy Brown, Clerk of the
Circuit Court of Cook County, seeking both a determination that
certain funds deposited with the Clerk are property of the debtor's
bankruptcy estate and turnover of those funds to the debtor, the
latter pursuant to Section 543 of the Bankruptcy Code.  Walsh moved
to dismiss the complaint.

Judge Baer found that the deposited funds are not property of the
debtor's bankruptcy estate and that, therefore, those funds cannot
be turned over to the debtor. Thus, the judge concluded that the
debtor has failed to state a claim upon which relief can be granted
and, in fact, cannot assert any set of facts establishing its
entitlement to the relief it seeks.

The bankruptcy case is IN RE: LB STEEL, LLC, Chapter 11 Debtor,
Bankruptcy Case No. 15-35358 (Bankr. N.D. Ill.).

A full-text copy of Judge Baer's March 29, 2016 memorandum opinion
is available at http://is.gd/g9YOVGfrom Leagle.com.

LB Steel, LLC is represented by:

          David J. Gold, Esq.
          Daniel A. Zazove, Esq.
          PERKINS COIE LLP
          131 South Dearborn Street, Suite 1700
          Chicago, IL 60603-5559
          Tel: (312)324-8400
          Fax: (312)324-9400
          Email: judygold@perkinscoie.com
                 dzazove@perkinscoie.com

Walsh Construction Company is represented by:

          Michael K. Desmond, Esq.
          FIGLIULO & SILVERMAN P.C.
          10 S. LaSalle Street, Suite 3600
          Chicago, IL 60603
          Tel: (312)251-4600
          Fax: (312)251-4610
          Email: mdesmond@fslegal.com

                    About LB Steel

LB Steel, LLC, provider of outsourced machining, fabrication,
burning, and assembly services, sought Chapter 11 bankruptcy
protection (Bankr. N.D. Ill. Case No. 15-35358) on Oct. 18, 2015.
Michael Goich signed the petition as president. The Debtor
estimated assets in the range of $10 million to $50 million and
debts of more than $50 million. The Debtor has engaged Perkins Coie
LLP as counsel. Judge Janet S. Baer is assigned to the case.


LHI LIQUIDATION: Gristedes Can't Compel Assumption Order Compliance
-------------------------------------------------------------------
Judge Martin Glenn of the United States Bankruptcy Court for the
Southern District of New York denied the motion filed by Gristedes
Foods, Inc., to compel Madison Capital Holdings LLC and MC Long
Term Holdings LLC to comply with their purported adequate assurance
obligations required by the court's order authorizing the
assumption and assignment of the Gristedes' sub-sublease for the
premises at 2101-2115 Broadway, New York.  Gristedes had sought to
compel payment by Madison Capital and MC Long Term on pain of
contempt.

The case is In re: LHI LIQUIDATION CO., INC., et al., Debtors, Case
No. 13-14050 (MG) (Bankr. S.D.N.Y.).

A full-text copy of Judge Glenn's March 30, 2016 memorandum opinion
and order is available at http://is.gd/9JbrUPfrom Leagle.com.

LHI Liquidation Co. Inc. is represented by:

          Sayan Bhattacharyya, Esq.
          Kristopher M. Hansen, Esq.
          STROOCK & STROOCK & LAVAN LLP
          180 Maiden Lane
          New York, NY 10038-4982
          Tel: (212)806-5400

            -- and --

          Edward E. Neiger, Esq.
          ASK LLP
          151 West 46th Street, 4th Floor
          New York, NY 10036
          Tel: (212)267-7342
          Fax: (212)918-3427
          Email: eneiger@askllp.com

Peter S. Kravitz, Trustee, is represented by:

          Kara E. Casteel, Esq.
          Alex Govze, Esq.
          Joseph L. Steinfeld, Jr., Esq.
          Gary D. Underdahl, Esq.
          ASK LLP
          2600 Eagan Woods Drive, Suite 400
          St. Paul, MN 55121
          Tel: (651)406-9665
          Fax: (651)406-9676
          Email: kcasteel@askllp.com
                 agovze@askllp.com
                 jsteinfeld@askllp.com
                 gunderdahl@askllp.com

United States Trustee, U.S. Trustee, is represented by:

          Paul Kenan Schwartzberg, Esq.
          OFFICE OF THE UNITED STATES TRUSTEE
          U.S. Federal Office Building
          201 Varick Street, Suite 1006
          New York, NY 10014
          Tel: (212)510-0500
          Fax: (212)668-2255

Official Committee of Unsecured Creditors of Loehmann's Holdings
Inc., et al., Committee Counsel, Creditor Committee, is represented
by:


          James S. Carr, Esq.
          Robert L. LeHane, Esq.
          KELLEY DRYE & WARREN LLP
          Email: jcarr@kelleydrye.com
                 rlehane@kelleydrye.com


LINN ENERGY: Completes First Exchange in Bid to Protect Investors
-----------------------------------------------------------------
Stephanie Gleason, writing for Dow Jones' Daily Bankruptcy Review,
reported that Linn Energy LLC has completed its first exchange
offer for the holders of soon-to-be worthless shares, who are
trying to avoid a tax hit as the company moves toward a bankruptcy
filing.

According to the report, Linn announced on April 26 that 29% of
outstanding Linn units, as they are known under the company's tax
structure, have been swapped for shares of Linn's sister company
LinnCo LLC.  More than 103 million units were exchanged on a
one-to-one basis for the LinnCo stock, which was trading below $1 a
share on April 26 and has received a delisting threat from Nasdaq,
the report related.  Linn also announced on April 26 that it was
beginning a second exchange offer, this one to expire May 23, to
allow more Linn unit holders to become LinnCo shareholders, the
report further related.

Linn said "the purpose of the exchange offer is to permit holders
of Linn units to maintain their economic interest in Linn through
LinnCo, an entity that is taxed as a corporation rather than a
partnership, which may allow Linn unitholders to avoid future
allocations of taxable income and loss, including cancellation of
debt income, that could result from future debt restructurings or
other strategic transactions by Linn," the report added.

Essentially, Linn unit holders stand to take a double hit when Linn
files for bankruptcy, which the company said it may do as soon as
next month, the report noted.  The unit holders could lose their
equity and then take a tax hit, triggered by the debt Linn is able
to cancel in bankruptcy, the report said.

                         About Linn Energy

LINN Energy, LLC (NASDAQ: LINE) -- http://www.linnenergy.com/-- is

an oil and natural gas company.  The Company is focused on
acquiring, developing and maximizing cash flow from a portfolio of
oil and natural gas assets.  The Company's properties are located
in the United States, in the Rockies, the Hugoton Basin,
California, east Texas and north Louisiana (TexLa), the
Mid-Continent, the Permian Basin, Michigan/Illinois and south
Texas.

Linn Energy reported a net loss of $4.75 billion on $2.88 billion
of revenues for the year ended Dec. 31, 2015, compared to a net
loss of $452 million on $4.98 billion of revenues for the year
ended Dec. 31, 2014.  As of Dec. 31, 2015, Linn Energy had $9.97
billion in total assets, $10.2 billion in total liabilities and a
$269 million in unitholders' deficit.

                        *     *     *

The Troubled Company Reporter, on Feb. 8, 2016, reported that
Standard & Poor's Ratings Services lowered its corporate credit
rating on Houston-based oil and gas exploration and production
(E&P) company Linn Energy LLC to 'CCC' from 'B+'.  S&P also
lowered
its corporate credit rating on Berry Petroleum Co. LLC to 'CCC'
from 'B+'.  The outlook is negative.

Linn Energy, LLC carries a 'Caa1' corporate family rating from
Moody's Investors Service.


LONESTAR RESOURCES: Moody's Lowers CFR to Caa2, Outlook Neg.
------------------------------------------------------------
Moody's Investors Service downgraded Lonestar Resources America
Inc's Corporate Family Rating to Caa2 from Caa1, the Probability of
Default Rating (PDR) to Caa2-PD from Caa1-PD, and the senior
unsecured notes to Caa3 from Caa2.  Moody's also lowered Lonestar's
Speculative Grade Liquidity Rating to SGL-4 from SGL-2. The rating
outlook is negative.

"The downgrade reflects the expected deterioration in Lonestar's
credit metrics due to low commodity prices and a decline in hedged
volumes," commented James Wilkins, a Moody's Vice President --
Senior Analyst.  "We expect Lonestar will have limited financial
and operational flexibility through 2017."

This summarizes the ratings.

Issuer: Lonestar Resources America Inc.

Downgrades:

  Corporate Family Rating, Downgraded to Caa2 from Caa1

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

  Senior unsecured notes due 2019 Regular Bond/Debenture,
   Downgraded to Caa3 (LGD5) from Caa2 (LGD5)

Lowered:

  Speculative Grade Liquidity Rating, lowered to SGL-4 from SGL-2

Outlook Action:
  Outlook, Negative from Stable

                          RATINGS RATIONALE

Lonestar's Caa2 CFR reflects the expected deterioration in its
credit metrics in 2016-2017, its high leverage and the company's
limited ability to weather the downturn in commodity prices.  Crude
oil, which accounts for about two-thirds of the company's
production, is 54% hedged in 2016, but hedged volumes will fall to
24% of expected 2017 production, limiting cash flow generation.
This will result in a deterioration in credit metrics, with
leverage increasing and retained cash flow to debt falling to
around 5%.  The company has elevated leverage.  Interest expense
totaled $10.54 per barrel of oil equivalent (boe) in 2015
(including Moody's standard analytical adjustments), but declined
to $8.60/boe in the fourth quarter 2015 due to the increase in
production volumes during 2015.  The CFR also reflects Lonestar's
limited operating history and small-scale operations, with
production of 7.8 mboe per day in the fourth quarter 2015 and
proved reserves of 40.2 mmboe at year-end 2015.  Lonestar's modest
scale gives it limited operational flexibility.

Lonestar's SGL-4 Speculative Grade Liquidity Rating reflects weak
liquidity into mid-2017.  Its liquidity is supported by cash on the
balance sheet ($4.3 million as of year-end 2015), available
borrowing capacity under its revolver ($93 million of as of
year-end 2015), and cash flow from operations ($52 million in
2015). The revolving credit facility due October 2018, is subject
to a borrowing base, which is a function of the value of its oil
and gas reserves and re-determined two times per year (in April and
October).  The borrowing base at year--end 2015 was $180 million
and $87 million was drawn.  The company has not announced the
borrowing base following the spring 2016 re-determination. Lonestar
established a joint development agreement with IOG Capital in July
2015 that will help it reduce capital spending and conserve
liquidity, while allowing it to continue developing its reserves.
The company does not expect to require significant additional
revolver borrowings to fund its operations in 2016.

The revolving credit facility has two financial covenants -- a
maximum leverage covenant of 4x and a minimum current ratio of 1x.
Lonestar will likely be unable to maintain compliance with the
leverage covenant in 2017 when hedges on crude oil production
volumes decline.  Alternate sources of liquidity through asset
sales is expected to be limited.  The company faces no near-term
debt maturities; the revolving credit facility expires in October
2018 and the unsecured notes mature in April 2019.

The negative outlook reflects Lonestar's weak liquidity, potential
volatility of cash flows and limited financial and operational
flexibility.  The ratings could be downgraded if liquidity falls
below $50 million.  An upgrade could be considered if Lonestar is
expected to maintain liquidity above $75 million and a retained
cash flow to debt ratio over 5% on a sustained basis through 2017.

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

Lonestar Resources America Inc., headquartered in Fort Worth,
Texas, is an independent exploration and production company with
operations primarily focused on the Eagle Ford Shale.



LOWER BUCKS: BNYM, et al., Loses Bid for Partial Summary Judgment
-----------------------------------------------------------------
In the case captioned The case is LEONARD BECKER, v. THE BANK OF
NEW YORK MELLON TRUST COMPANY, N.A. and J.P. MORGAN TRUST COMPANY,
NATIONAL ASSOCIATION, Civil Action No. 11-6460, Consolidated with
No. 12-6412 (E.D. Pa.), Judge Legrome D. Davis of the United States
District Court for the Eastern District of Pennsylvania denied
Defendants The Bank of New York Mellon Trust Company, N.A., and
J.P. Morgan Trust Company, National Association's motions for
summary judgment on Counts II, IV, and V of the Complaint in Becker
II, and the Defendants' request for summary judgment on the demand
in Becker II for exemplary and punitive damages.

The Plaintiff, individually and on behalf of similarly situated
holders of revenue bonds sues the Defendants as successive
Indenture Trustee under multi-party agreements creating a bond
financing transaction. The Complaint in Becker I alleges that the
Defendants were negligent and breached their fiduciary and
contractual duties to the bondholders by failing to maintain
perfected security interests in the property securing the bonds. It
is alleged that the bondholders were awarded less in bankruptcy
than they would have been awarded, if the security interests had
been perfected. The Complaint in Becker II sues for a declaratory
judgment and equitable remedies for the claimed losses.

A full-text of the Memorandum dated March 23, 2016 is available at
http://is.gd/EK3iKlfrom Leagle.com.

LEONARD BECKER, Plaintiff, is represented by DANIEL E. BACINE, Esq.
-- dbacine@barrack.com -- BARRACK RODOS & BACINE & LISA M. PORT,
Esq. -- lport@barrack.com -- BARRACK, RODOS & BACINE.

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., Defendant, is
represented by CHRISTINE CESARE, Esq. -- cbcesare@bryancave.com --
BRYAN CAVE LLP, pro hac vice, HOWARD M. ROGATNICK, Esq. --
hmrogatnick@bryancave.com -- BRYAN CAVE LLP, pro hac vice,
STEPHANIE WICKOUSKI, Esq. -- stephanie.wickouski@bryancave.com --
BRYAN CAVE LLP, pro hac vice, THOMAS J. SCHELL, Esq. --
tjschell@bryancave.com -- BRYAN CAVE LLP, pro hac vice, NATALIE D.
RAMSEY, Esq. -- nramsey@mmwr.com -- MONTGOMERY, MC CRACKEN, WALKER
& RHOADS & PATRICK T. RYAN, Esq. -- pryan@mmwr.com -- MONTGOMERY
MCCRACKEN WALKER & RHOADS, LLP.

J.P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION, Defendant, is
represented by CHRISTINE CESARE, BRYAN CAVE LLP, pro hac vice,
HOWARD M. ROGATNICK, BRYAN CAVE LLP, pro hac vice, STEPHANIE
WICKOUSKI, BRYAN CAVE LLP, pro hac vice, THOMAS J. SCHELL, BRYAN
CAVE LLP, pro hac vice, NATALIE D. RAMSEY, MONTGOMERY, MC CRACKEN,
WALKER & RHOADS & PATRICK T. RYAN, MONTGOMERY MCCRACKEN WALKER &
RHOADS, LLP.

SAUL EWING LLP, Respondent, is represented by TIMOTHY W. CALLAHAN,
II, Esq. -- tcallahan@saul.com -- SAUL EWING LLP.

ADAM ISENBERG, Respondent, is represented by TIMOTHY W. CALLAHAN,
II, SAUL EWING LLP.

BLANK ROME LLP, Respondent, is represented by JEREMY A. RIST, Esq.
Rist@BlankRome.com -- BLANK ROME LLP.

JOHN LUCIAN, Respondent, is represented by JEREMY A. RIST, BLANK
ROME LLP.

               About Lower Bucks Hospital

Lower Bucks Hospital is a non-profit hospital based in Bristol,
Pennsylvania.  The Hospital is licensed to operate 183 beds.
Together with affiliates Advanced Primary Care Physicians and
Lower Bucks Health Enterprises, Inc., Lower Bucks owns a 36-acre
campus with several medical facilities.  The Hospital's emergency
room serves 30,000 patients annually.  For the fiscal year ending
June 30, 2009, Lower Bucks had $114 million in consolidated
revenues.

The Hospital filed for Chapter 11 bankruptcy protection (Bankr.
E.D. Pa. Case No. 10-10239) on Jan. 13, 2010.  The Hospital's
affiliates -- Lower Bucks Health Enterprises, Inc, and Advanced
Primary Care Physicians -- also filed Chapter 11 petitions.
Jeffrey C. Hampton, Esq., and Adam H. Isenberg, at Saul Ewing LLP,
in Philadelphia, assist the Hospital in its restructuring effort.
Donlin, Recano & Company, Inc., is the Hospital's claims and
notice agent.  The Debtors tapped Zelenkofske Axelrod LLC for tax
preparation services.  The Hospital estimated assets and
liabilities at $50 million to $100 million.

Regina Stango Kelbon, Esq., at Blank Rome LLP, in Philadelphia,
represents the Official Committee of Unsecured Creditors as
counsel.

The Bankruptcy Court confirmed the hospital operator's Chapter 11
plan on Dec. 7, 2011.  It emerged from bankruptcy in January 2012.


LUPATECH SA: Chapter 15 Case Summary
------------------------------------
Chapter 15 Petitioner: Ricardo Doebeli   
                       CEO & foreign representative

Chapter 15 Debtors:

     Debtor                                            Case No.
     ------                                            --------
    Lupatech S.A.                                      16-11078
    Rua Alcides Lourenco da Rocha
    167 8o andar, Conjunto 81
    Sao Paulo
    Brazil

    Lupatech Finance Limited                           16-11079

    Lupatech - Equipamentos e Servicos                 16-11080
               para Petroleo Ltda.

    Mipel Industria e Comercio de Valvulas Ltda.       16-11081

Type of Business: The Debtors are part of a group of businesses
                  (collectively, the "Lupatech Group") that
                  manufacture highly technical components and
                  deliver specialized services principally within
                  the oil, gas, and foundry industries in Latin
                  America.

Chapter 15 Petition Date: April 27, 2016

Court: United States Bankruptcy Court
       Southern District of New York (Manhattan)

Judge: Hon. Martin Glenn

Chapter 15 Petitioner's Counsel: Fredric Sosnick, Esq.
                                 Randall Martin, Esq.
                                 SHEARMAN & STERLING LLP
                                 599 Lexington Avenue
                                 New York, NY 10022-6069
                                 Tel: 212-848-8000
                                 Fax: 212-848-7179
                                 Email: fsosnick@shearman.com
                                        randy.martin@shearman.com

Total Current Assets: R$263.9 million at the end of Q3 2015

Total Current Debts: R$760.6 million at the end of Q3 2015


LUPATECH SA: Files for Chapter 15 Bankruptcy Anew to Enforce Plan
-----------------------------------------------------------------
Lupatech S.A., and three of its subsidiaries commenced Chapter 15
bankruptcy cases in the U.S. Bankruptcy Court for the Southern
District of New York to, among other things, seek recognition and
enforcement in the United States of their reorganization plan
approved by the Brazilian Court in connection with their bankruptcy
proceeding currently pending in Brazil.

The Debtors filed a petition for commencement of a Judicial
Reorganization proceeding in Brazil on May 25, 2015, pursuant to
Article 61 of Brazilian Law 11.101/2005 of February 9, 2005.  On
June 22, 2015, the First Chamber of Bankruptcy, Judicial Recovery
and Arbitration Disputes of the Comarca Forum of Sao Paulo entered
an order, granting the reorganization of the Debtors.  On Aug. 24,
2015, Lupatech presented before the Brazilian Court a
reorganization plan based on negotiations with its creditors.  On
Dec. 11, 2015, the Brazilian Court issued an order approving
Brazilian Plan.

The Lupatech Brazilian Plan is predicated on the restructuring of
substantially all claims against the Debtors, including the 3%
Notes, with the exception of certain claims that are generally
exempt from restructuring under Brazilian law, such as
post-petition claims against the Debtors, claims secured by a
fiduciary assignment in accordance with Brazilian law (up to the
value of the collateral), claims arising from certain commercial
lease agreements, and claims arising from taxes.

Each of the Debtors is party to an Indenture, dated as of Oct. 8,
2014, with The Bank of New York Mellon, as Indenture Trustee,
Principal Paying Agent, Registrar, and Transfer Agent, governing
the Debtors' issued and outstanding 3.00% Guaranteed Senior
Amortizing Notes.  Pursuant to Section 12.9 of the 3% Notes
Indenture, the 3% Notes Indenture and the 3% Notes are governed by
New York law.  Trades of the Unsecured Bonds are processed by the
Depository Trust Company, which serves as their central depository.
As of the commencement date of the Foreign Proceeding, the Debtors
owed $48,760,675 under the 3% Notes (including principal and
accrued and unpaid interest), as disclosed in Court filings.

"Recognition of the Foreign Proceeding and enforcement of the
Lupatech Brazilian Plan and the Homologation Order in the United
States by this Court is a critical step needed for the Lupatech
Group to complete its most recent effort to reorganize and
recapitalize its business for the benefit of all of its
stakeholders, including the 3% Noteholders," said Ricardo Doebeli,
chief executive officer and authorized foreign representative of
the Debtors.

The Debtors have determined that the Chapter 15 cases are necessary
to obtain the cooperation of the 3% Notes Trustee, DTC and certain
other securities intermediaries in effecting the terms of the
Lupatech Brazilian Plan in the United States.

                          Brazilian Plan

The Lupatech Brazilian Plan provides for four primary classes of
claims: (a) Labor Claims, (b) Secured Claims, (c) Unsecured Claims
and (d) Microenterprise and Small Enterprise Claims.  In accordance
with the Brazilian Insolvency Law, the Plan was required to, and
did, receive the affirmative vote of more than 50% of the voting
members of each class of labor-related claims and claims held by
small-sized companies (regardless of the value of the claims held)
and more than 50% in both number and amount of the voting members
of each of the secured and unsecured claimant classes.

Under the terms of the Lupatech Brazilian Plan, holders of allowed
Labor Claims are entitled to payment in full within one year of
entry of the Homologation Order.  Holders of allowed Secured Claims
may elect either (i) payment in full of the principal amount of
their claim over the course of a 72 quarter payment schedule
commencing 63 months after entry of the Homologation order, or (ii)
the exchange of the full principal amount of their claim for newly
issued Shares of Lupatech S.A.  Holders of Unsecured Claims,
including the 3% Noteholders, could elect one of four payment
options under the Lupatech Brazilian Plan.

After the Lupatech Brazilian Plan is approved and the decision is
recognized in the United States, the 3% Notes will be annulled and
exchanged for Type A Notes, Type B Notes or American Depositary
Shares.  The issuance of the New Notes and/or ADSs will be
conducted in compliance with applicable securities laws in the
United States and Brazil.

A copy of the declaration in support of the Chapter 15 petition is
available for free at:

      http://bankrupt.com/misc/6_LUPATECH_Declaration.pdf

                    First Filed Bankruptcy Case

Lupatech S.A. and its debtor affiliates commenced their first
bankruptcy cases in Brazil on Feb. 5, 2014.  On May 22, 2014, the
Foreign Representative commenced cases under Chapter 15 of the
Bankruptcy Code before to recognize their foreign proceeding and
enforce their Joint Pre-Packaged Plan in the United States. The
Bankruptcy Court recognized the Brazilian proceedings in the First
Restructuring Proceeding as foreign main proceedings on June 26,
2014.  The Brazilian Court in the First Restructuring Proceeding
entered an order homologating, or approving, the Debtors' Joint
Pre-packaged Plan on June 6, 2014.  The Bankruptcy Court recognized
and enforced that Homologation Order and the Joint Pre-Packaged
Plan in the United States on July 14, 2014.

In connection with their Joint Pre-Packaged Plan, Lupatech Group
exchanged the Original Unsecured Bonds in the original principal
amount of US$200 million for (a) the 3% Notes in a principal amount
equal to 15% of the aggregate outstanding principal and accrued and
unpaid interest under the Original Unsecured Bonds and (b) new
equity interests in Lupatech, S.A. in an amount equal to the
remaining 85% of the aggregate outstanding principal and unpaid
interest under the Original Unsecured Bonds.  The Joint
Pre-Packaged Plan in the First Restructuring Proceedings became
effective on Oct. 8, 2014, following recognition and enforcement in
the United States by the Bankruptcy Court.

Following the Debtors' emergence from the First Restructuring
Proceedings and issuance of the 3% Notes, the Brazilian economy and
the Debtors' business continued to deteriorate.  This forced
Lupatech Group file their second bankruptcy case.

                         About Lupatech

Headquartered in Sao Paulo, State of Sao Paulo, Brazil, Lupatech
S.A., et al., are part of a group of businesses (Lupatech Group)
that supplies products, services and integrated solutions for the
oil and gas industry.

The Lupatech Group's operations began in 1980 in Brazil and
currently consist of 17 separate business units located in Brazil
and Colombia.  In 2006, the shares of Lupatech S.A. began trading
publicly on the Novo Mercado segment of the Bolsa de Valores,
Mercadorias & Futuros de Sao Paulo, or the São Paulo Stock,
Mercantile, and Futures Exchange, under the symbol "LUPA3."

Lupatech S.A., Lupatech Finance Limited, Lupatech - Equipamentos e
Servicos para Petroleo Ltda. and Mipel Industria e Comercio de
Valvulas Ltda. each filed a Chapter 15 case (Bankr. S.D.N.Y. Case
Nos. 16-11078 to 16-11081, respectively) on April 27, 2016.  The
petitions were signed by Ricardo Doebeli as foreign representative.


As disclosed in the bankruptcy filing, Lupatech Group's total debt
subject to the judicial reorganization is approximately R$650
million.  At the end of the third quarter of 2015, Lupatech Group
reported current assets of R$263.9 million and current liabilities
of R$760.6 million.  The Lupatech Group's consolidated net revenue
for the third quarter of 2015 was R$66.7 million.

Shearman & Sterling LLP represents the petitioner as counsel.

Judge Martin Glenn has been assigned the Chapter 15 cases.


MCCAMEY COUNTY HOSP.: Moody's Lowers GO Bond Rating to Ba2
----------------------------------------------------------
Moody's Investors Service has downgraded to Ba2 from Baa2 the
rating on McCamey County Hospital District, TX's general obligation
limited tax bond rating.  Concurrently, Moody's has revised the
outlook to negative.  The rating action affects $24.1 million of
general obligation debt outstanding.  The district's rating was
placed under review for possible downgrade on March 4, 2016 due to
exposure to the oil and gas industry.  This action concludes that
review.

The downgrade to Ba2 from Baa2 reflects the significant
concentration in mineral values resulting in assessed values that
are estimated to fall by over half between fiscal 2015 and 2017.
The tax base contraction will force the district to level to the
statutory limit to have sufficient revenue for debt service.  The
rating additionally incorporates the adequate level of liquidity
which will provide some operating cushion.  However, the district's
finances will experience severe stress absent any tax base growth
to free up property tax revenues under the tax rate cap.  The
district has a moderate debt burden with slow principal
amortization.

Rating Outlook

The negative outlook assignment reflects an anticipated 22% decline
in operating revenue due to the tax base contraction reducing the
amount of property taxes that can be generated under the statutory
tax rate cap.  Absent significant cost control measures and
tightened billing practices, we expect the district's liquidity to
deteriorate over the next 12-18 months.

Factors that Could Lead to an Upgrade (Remove Negative Outlook)

  Tax base growth resulting in increased tax rate revenue
   generations for operations

  Maintain satisfactory liquidity and unrestricted reserves

Factors that Could Lead to a Downgrade

  Erosion of liquidity

  Continued tax base loss resulting in additional financial stress

  Prolonged tax base contraction leading to additional declines in

   revenues available for operations

Legal Security

The bonds represent direct obligations of the district, payable
from the levy and collection of a direct and continuing ad valorem
tax, within the limits prescribed by law, on all taxable property
within the district's boundaries.

Use of Proceeds
Not applicable.

Obligor Profile
McCamey County Hospital District covers approximately 412 square
miles and is located west Texas in the southwestern portion of
Upton County.  Its boundaries are coterminous with McCamey
Independent School District.  The district owns and operates a 14
bed licensed hospital and a 30 bed nursing home as well as a clinic
and wellness center.

Methodology

The principal methodology used in this rating was US Local
Government General Obligation Debt published in January 2014.



MCGRAW-HILL GLOBAL: S&P Rates New $670MM Sr. Notes 'CCC+'
---------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'CCC+' issue-level
rating to New York City-based education material and learning
solutions provider McGraw-Hill Global Education Holdings LLC's
(MHGE) proposed $670 million senior unsecured notes due 2024.  MHGE
is a subsidiary of McGraw-Hill Education Inc.  The recovery rating
on the notes is '6', indicating that lenders could expect
negligible (0% to 10%) recovery in the event of payment default.
The notes are senior unsecured obligations of MHGE and McGraw-Hill
Global Education Finance Inc. and rank equally in right of payment
with all of the issuer's senior debt outstanding, senior to the
structurally subordinated MHGE Parent LLC's senior paid-in-kind
toggle notes, and effectively subordinated to existing and future
senior secured debt up to the value of the collateral.  As of Dec.
31, 2015, MHE estimates non-guarantors accounted for about 17% of
total revenues and approximately 6% of EBITDA.

S&P's 'BB-' issue-level rating and '1' recovery rating on 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, remain unchanged.  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
expects the proceeds of the notes and term loan facilities and
about $90 million in cash will be used to refinance existing debt
issued at MHGE and McGraw-Hill School Education Holdings LLC
(MHSE).  The ratings are subject to change, and assume the
transaction closes on substantially the same terms presented to
S&P.

All of S&P's other ratings on the company, including the 'B'
corporate credit rating, are unchanged.  The outlook remains
stable.  S&P expects to withdraw issue-level ratings on the
company's existing debt once the refinancing has been completed.
Pro forma for the proposed refinancing, total reported debt
outstanding is approximately $2.5 billion.

RATINGS LIST

McGraw-Hill Global Education Holdings, LLC
Corporate Credit Rating                         B/Stable/--

New Rating

McGraw-Hill Global Education Holdings, LLC
McGraw-Hill Global Education Finance Inc.
$670 million notes due 2024
Senior Unsecured                                CCC+
  Recovery Rating                                6



MGM RESORTS: Closes 57.5 Million IPO of MGP's Class A Shares
------------------------------------------------------------
MGM Resorts International disclosed in a Form 8-K report filed with
the Securities and Exchange Commission that it completed on April
25, 2016, its initial public offering by its subsidiary MGM Growth
Properties LLC of 57,500,000 of MGP's Class A shares representing
limited liability company interests (inclusive of the full exercise
by the underwriters of their option to purchase 7,500,000 Class A
shares).  In connection with the IPO, the Company entered into
several material definitive agreements that, among other things,
set forth the terms and conditions of the IPO and provide a
framework for the Company's relationship with MGP following the
IPO.

                   Master Contribution Agreement

On April 25, the Company entered into a master contribution
agreement with MGP and MGM Growth Properties Operating Partnership
LP (the "Operating Partnership"), indirect subsidiaries of the
Company, which provides for, among other things, MGP's
responsibility for liabilities relating to its business and the
responsibility of the Company for liabilities unrelated to MGP's
business, MGP's agreements with the Company regarding the principal
transactions necessary to effect the transfer by the Company of
certain assets to MGP or its subsidiaries, the assumption by MGP or
its subsidiaries of certain liabilities in connection with that
transfer, the assumption by MGP or its subsidiaries of the bridge
facilities entered into by the Company and certain of its
subsidiaries in connection with the formation transactions
associated with MGP and other agreements that govern various
aspects of MGP's relationship with MGM after the closing of the
transactions contemplated by the Master Contribution Agreement.
The Master Contribution Agreement also contains indemnification
obligations and ongoing commitments of MGP, the Operating
Partnership and the Company.

                           Master Lease

On April 25, 2016, a subsidiary of the Company entered into a
long-term triple-net master lease agreement with a subsidiary of
MGP pursuant to which all of MGP's real estate assets were leased
to the Tenant.  The Master Lease has an initial lease term of ten
years with the potential to extend the term for four additional
five-year terms thereafter at the option of the Tenant.  The Master
Lease provides that any extension of its term must apply to all of
the Properties under the Master Lease at the time of the extension.
The Master Lease has a triple-net structure, which requires the
Tenant to pay substantially all costs associated with each
Property, including real estate taxes, insurance, utilities and
routine maintenance, in addition to the base rent. Additionally,
the Master Lease provides MGP with a right of first offer with
respect to the Company's development properties located in National
Harbor, Maryland and Springfield, Massachusetts, which MGP may
exercise should the Company elect to sell these properties in the
future.

The annual rent payments due under the Master Lease will initially
be $550.0 million.  Rent under the Master Lease consists of a "base
rent" component and a "percentage rent" component.  For the first
year, the Base Rent will represent 90% of the initial total rent
payments due under the Master Lease, or $495.0 million, and the
Percentage Rent will represent 10% of the initial total rent
payments due under the Master Lease, or $55.0 million.  The Base
Rent includes a fixed annual rent escalator of 2.0% for the second
through the sixth lease years (as defined in the Master Lease).
Thereafter, the annual escalator of 2.0% will be subject to the
Tenant and, without duplication, the Company operating subsidiary
sublessees of the Tenant, collectively meeting an adjusted net
revenue to rent ratio of 6.25:1.00 based on their net revenue from
the leased properties subject to the Master Lease (as determined in
accordance with U.S. GAAP, adjusted to exclude net revenue
attributable to certain scheduled subleases and, at the Company's
option, reimbursed cost revenue).  The Percentage Rent will
initially be a fixed amount for approximately the first six years
and will then be adjusted every five years based on the average
actual annual net revenues of the Tenant and, without duplication,
the Operating Subtenants from the leased properties subject to the
Master Lease at such time for the trailing five calendar-year
period (calculated by multiplying the average annual net revenues,
excluding net revenue attributable to certain scheduled subleases
and, at the Company's option, reimbursed cost revenue, for the
trailing five calendar-year period by 1.4%).  The Master Lease
includes covenants that impose ongoing reporting obligations on the
Tenant relating to the Company’s financial statements.  The
Master Lease will also require the Company, on a consolidated basis
with the Tenant, to maintain an EBITDAR to rent ratio (as described
in the Master Lease) of 1.10:1.00.

               Amended and Restated Credit Agreement

On April 25, 2016, the Company entered into an amended and restated
credit agreement among the Company, the lenders from time to time
party thereto and Bank of America, N.A., as Administrative Agent.

The Credit Agreement is comprised of a $1.25 billion revolving
facility and a $250 million term loan A facility.  The Facilities
will initially bear interest at LIBOR plus 2.75% for the first six
months after execution of the Credit Agreement, and thereafter the
interest rate will be determined by reference to a total net
leverage ratio pricing grid which would result in an interest rate
of LIBOR plus 1.75% to 2.75%.  The Facilities will mature in April
2021.

The Credit Agreement governing the Facilities contains customary
covenants that, among other things, limit the ability of the
Company and its restricted subsidiaries to: (i) incur additional
indebtedness; (ii) merge with a third party or engage in other
fundamental changes; (iii) make restricted payments; (iv) enter
into, create, incur or assume any liens; (v) make certain sales and
other dispositions of assets; (vi) enter into certain transactions
with affiliates; (vii) make certain payments on certain other
indebtedness; (viii) make certain investments; and (ix) incur
restrictions on the ability of restricted subsidiaries to make
certain distributions, loans or transfers of assets to the Company
or any restricted subsidiary.  These covenants are subject to a
number of important exceptions and qualifications.  The Credit
Agreement requires the Company to comply with certain financial
covenants, which may restrict the Company's ability to incur
additional debt to fund its obligations in the near term.

The Credit Agreement is secured by (i) a mortgage on the real
properties comprising the MGM Grand Las Vegas and the Bellagio,
(ii) a pledge of substantially all existing and future personal
property of the subsidiaries of the Company that own the Mortgaged
Properties, subject to customary exclusions; and (iii) upon receipt
of the necessary gaming approvals, a pledge of the equity or
limited liability company interests of the subsidiaries of the
Company that own the Mortgaged Properties.

Mandatory prepayments of the credit facilities will be required
upon the occurrence of certain events, including sales of certain
assets, casualty events and the incurrence of certain additional
indebtedness, subject to certain exceptions and reinvestment
rights.

The Facilities also provide for customary events of default,
including, without limitation, (i) payment defaults, (ii)
inaccuracies of representations and warranties, (iii) covenant
defaults, (iv) cross-defaults to certain other indebtedness in
excess of specified amounts, (v) certain events of bankruptcy and
insolvency, (vi) judgment defaults in excess of specified amounts,
(vii) actual or asserted invalidity or impairment of any loan
documentation, (viii) the security documents cease to create a
valid and perfected first priority lien on any material portion of
the collateral, (ix) ERISA defaults, and (x) change of control. The
Term Loan Facility is subject to amortization of principal in equal
quarterly installments (commencing with the fiscal quarter ended
March 31, 2017), with 5.0% of the initial aggregate principal
amount of the Term Loan Facility to be payable each year. The
Facilities are both guaranteed by each of the Company’s existing
and subsequently acquired direct and indirect wholly owned material
domestic restricted subsidiaries, subject to certain exclusions.
As of April 25, 2016, the Company has $1.25 billion of available
borrowing capacity under the Revolving Credit Facility (excluding
letters of credit).

                        MGP Credit Agreement

On April 25, 2016, the Operating Partnership entered into a credit
agreement among the Operating Partnership, certain financial
institutions named therein as lenders and Bank of America, N.A. as
administrative agent, comprised of a $300,000,000 senior secured
term loan A facility, a $1,850,000,000 senior secured term loan B
facility and a $600,000,000 senior secured revolving credit
facility.  The MGP Revolving Credit Facility and MGP Term Loan A
Facility will initially bear interest at LIBOR plus 2.75% for the
first six months after execution of the MGP Credit Agreement, and
thereafter the interest rate will be determined by reference to a
total net leverage ratio pricing grid which would result in an
interest rate of LIBOR plus 2.25% to 2.75%.  The MGP Term Loan B
Facility will bear interest at LIBOR plus 3.25% with a LIBOR floor
of 0.75%.  The MGP Term Loan B Facility was issued at 99.75% to
initial lenders.  The MGP Revolving Credit Facility and the MGP
Term Loan A Facility will mature in 2021 and the MGP Term Loan B
Facility will mature in 2023.

The MGP Credit Agreement governing the MGP Revolving Credit
Facility and the MGP Term Loan Facilities contains customary
covenants that, among other things, limit the ability of the
Operating Partnership and its restricted subsidiaries to: (i) incur
additional indebtedness; (ii) merge with a third party or engage in
other fundamental changes; (iii) make restricted payments; (iv)
enter into, create, incur or assume any liens; (v) make certain
sales and other dispositions of assets; (vi) enter into certain
transactions with affiliates; (vii) make certain payments on
certain other indebtedness; (viii) make certain investments; and
(ix) incur restrictions on the ability of restricted subsidiaries
to make certain distributions, loans or transfers of assets to the
Operating Partnership or any restricted subsidiary.  These
covenants are subject to a number of important exceptions and
qualifications.  The MGP Revolving Credit Facility and the MGP Term
Loan A Facility require the Operating Partnership to comply with
certain financial covenants, which may restrict the Operating
Partnership's ability to incur additional debt to fund its
obligations in the near term.

The MGP Revolving Credit Facility and the MGP Term Loan Facilities
also provide for customary events of default, including, without
limitation, (i) payment defaults, (ii) inaccuracies of
representations and warranties, (iii) covenant defaults, (iv)
cross-defaults to certain other indebtedness in excess of specified
amounts, (v) certain events of bankruptcy and insolvency, (vi)
judgment defaults in excess of specified amounts, (vii) actual or
asserted invalidity or impairment of any loan documentation, (viii)
the security documents cease to create a valid and perfected first
priority lien on any material portion of the collateral, (ix) ERISA
defaults, (x) termination of the Master Lease and (xi) change of
control.  The MGP Term Loan Facilities are subject to amortization
of principal in equal quarterly installments, with 5.0% of the
initial aggregate principal amount of the MGP Term Loan A Facility
and 1.0% of the initial aggregate principal amount of the MGP Term
Loan B Facility to be payable each year.  The MGP Revolving Credit
Facility and the MGP Term Loan Facilities are both guaranteed by
each of the Operating Partnership's existing and subsequently
acquired direct and indirect wholly owned material domestic
restricted subsidiaries, and secured by a first priority lien
security interest on substantially all of the Operating
Partnership's and such restricted subsidiaries' material assets,
including mortgages on the Operating Partnership's properties
subject to the Master Lease, subject to customary exclusions.  As
of April 25, 2016, the Company has $600.0 million of available
borrowing capacity under the MGP Revolving Credit Facility
(excluding letters of credit).

A full-text copy of the Form 8-K report is available for free at:

                        http://is.gd/f0pplc

                         About MGM Resorts

MGM Resorts International (NYSE: MGM) a global hospitality
company, operating a portfolio of destination resort brands
including Bellagio, MGM Grand, Mandalay Bay and The Mirage. The
Company also owns 51% of MGM China Holdings Limited, which owns
the MGM Macau resort and casino and is in the process of
developing a gaming resort in Cotai, and 50% of CityCenter in Las
Vegas, which features ARIA resort and casino.  For more
information about MGM Resorts International, visit the
Company's website at www.mgmresorts.com.

MGM Resorts reported a net loss attributable to the Company of
$447.72 million in 2015, a net loss attributable to the Company of
$149.87 million in 2014 and a net loss attributable to the Company
of $171.73 milion in 2013.

As of Dec. 31, 2015, MGM Resorts had $25.21 billion in total
assets, $17.45 billion in total liabilities and $7.76 billion in
total stockholders' equity.

                           *     *     *

As reported by the TCR on Nov. 14, 2011, Standard & Poor's Ratings
Services raised its corporate credit rating on MGM Resorts
International to 'B-' from 'CCC+'.   In March 2012, S&P revised
the outlook to positive from stable.

"The revision of our rating outlook to positive reflects strong
performance in 2011 and our expectation that MGM will continue to
benefit from the improving performance trends on the Las Vegas
Strip," S&P said.

In March 2012, Moody's Investors Service affirmed its B2 corporate
family rating and probability of default rating.  The affirmation
of MGM's B2 Corporate Family Rating reflects Moody's view that
positive lodging trends in Las Vegas will continue through 2012
which will help improve MGM's leverage and coverage metrics,
albeit modestly. Additionally, the company's declaration of a $400
million dividend ($204 million to MGM) from its 51% owned Macau
joint venture due to be paid shortly will also improve the
company's liquidity profile. The ratings also consider MGM's
recent bank amendment that resulted in about 50% of its
$3.5 billion senior credit facility being extended one year from
2014 to 2015.

As reported by the TCR on Sept. 29, 2014, Fitch Ratings has
upgraded MGM Resorts International's (MGM) and MGM China Holdings
Ltd's (MGM China) IDRs to 'B+' from 'B' and 'BB' from 'BB-',
respectively.  Fitch's upgrade of MGM's IDR to 'B+' and the
Positive Outlook reflect the company's strong performance on the
Las Vegas Strip and in Macau as well as Fitch's longer-term
positive outlooks for these markets.


MGM RESORTS: Moody's Raises CFR to Ba3, Outlook Stable
------------------------------------------------------
Moody's Investors Service upgraded MGM Resorts International's
Corporate Family Rating to Ba3 from B2 and Probability of Default
rating to Ba3-PD from B2-PD, and its unsecured ratings to B1 (LGD4)
from B3 (LGD4).  Moody's has withdrawn ratings on the company's
senior secured bank and revolving credit facilities that were
repaid.  A stable rating outlook was assigned.  This concludes the
review of MGM's ratings that was initiated on
Oct. 30, 2015.

The two notch upgrade reflects: (1) the successful creation of MGM
Growth Partners, LLC, (MGP) which increases financial flexibility
and resulted in a significant reduction in refinancing risk, (2)
the announced distribution ($540 million) from CityCenter that
increases liquidity to support future repayment of MGM $743 million
2017 bond maturity, (3) Moody's expectation that consolidated gross
debt/EBITDA will decline from 6.5x at year-end 2015 to about 6.0x
at year-end 2016 and to 4.8 times year-end 2017, (4) management's
commitment to improving financial metrics, (6) the company's track
record of managing the balance sheet appropriately during a period
of financial stress.

"MGM is on solid footing to further improve its credit profile over
the next few years," said Moody's analyst, Peggy Holloway.

MGM sold the real estate associated with ten of its properties to
MGP and used the proceeds to repay its existing bank facilities
($2.7 billion) and 2016 bond maturities ($1.2 billion).  MGM leased
back these properties pursuant to a long-term master lease with
MGP.

Moody's also raised MGM's Speculative Grade Liquidity rating to
SGL-1 from SGL-3 reflecting the elimination of near term debt
maturities, the company's ability to meet its 2017 bond maturities
from cash flow and cash on hand, and good covenant cushion.

MGM will consolidate MGP operations for financial reporting
purposes.  Moody's will take a consolidated approach to analyzing
MGM's operations.  Although MGM has financed its 51% owned China,
wholly owned National Harbor subsidiaries, and 73% owned MGP on a
non-recourse basis, Moody's includes these operations in our
analysis given the importance of these assets to the company.
Moody's calculation includes EBITDA from: (1) all leased assets,
(2) all wholly owned assets, including new developments, (3) 100%
of the company's China subsidiary, (4) recurring cash distributions
from joint ventures; (5) annualized run-rate EBITDA of newly opened
projects in Maryland and Macau.  Moody's calculation of debt
includes all debt reported on balance sheet that will include debt
at MGP, as well as Moody's standard adjustments for operating
leases and pension obligations.

Ratings upgraded

MGM Resorts International

  Corporate Family Rating to Ba3 from B2
  Probability of Default Rating to Ba3-PD from B2-PD
  Senior unsecured bonds to B1 (LGD4) from B3 (LGD4)

Mandalay Resort Group (Assumed by MGM Resorts International)
  Senior unsecured debentures to B1 (LGD4) from B3 (LGD4)

Ratings Raised
  Speculative Grade Liquidity Rating to SGL-1 from SGL-3

Ratings withdrawn:
  Senior Secured revolver due 2017 -- Ba2 (LGD2)
  Senior Secured term loan A due 2017 -- Ba2 (LGD2)
  Senior Secured term loan B due 2019 -- Ba2 (LGD2)

                         RATINGS RATIONALE

MGM's Ba3 Corporate Family rating considers the positive benefits
of the relationship with MGP, MGM's willingness and ability to
repay its 2017 bond maturities ($743 million) that will result in a
reduction of debt/EBITDA to approximately 4.8 times by year-end
2017 and increasing EBITDAR coverage of cash interest plus rent.
The ratings reflect MGM's large scale, dominant presence on the Las
Vegas Strip, and improving domestic operating performance.  Key
credit concerns include above average leverage for the rating
category, declining EBITDA in Macau as a result of shrinking demand
and the risk associated with the ramp-up of new development
projects in Macau and Maryland which open in Q1-17 amd Q4-16,
respectively.

The stable rating outlook reflects our view that consolidated
operating results will improve over the next year due to higher
domestic earnings, contribution from new projects opening in
Maryland and Macau -- offset by continued declines in existing
Macau operations -- and benefits of MGM's Profit Growth Plan.  The
outlook also reflects our expectation that MGM will repay its $743
million 2017 bond maturity and reduce consolidated leverage.

Ratings could be upgraded if operating results in Cotai and
Maryland are tracking to estimated levels, if the domestic
operating environment is stable, and consolidated gross debt/
EBITDA drops near 5.0x.  Ratings could be downgraded if operating
results from new project openings fall materially below estimates
or if consolidated gross debt/EBITDA is sustained above 6.0x.

MGM owns and operates the Bellagio and MGM Grand located on the Las
Vegas Strip in Nevada.  The company is developing new casino
resorts, National Harbor in Maryland and MGM Springfield in
Massachusetts.  MGM owns 51 percent of MGM China Holdings Limited,
which owns the MGM Macau resort and casino and is developing a
gaming resort in Cotai.  MGM also owns 50 percent of CityCenter in
Las Vegas and approximately 73% of MGM Growth Properties (MGP), a
real estate investment trust.  MGM operates the following resorts
for MGP pursuant to a long-term master lease: Mandalay Bay, The
Mirage, Monte Carlo, New York-New York, Luxor, Excalibur, and The
Park -- all in Las Vegas, along with three regional casino resort
properties, including MGM Grand Detroit in Michigan and Beau Rivage
and Gold Strike Tunica, both of which are located in Mississippi.
The master lease provides MGP with a right of first offer with
respect to MGM's development properties in Maryland and
Massachusetts.  Consolidated net revenues in 2015 was approximately
$9.2 billion.

The principal methodology used in these ratings was Global Gaming
Industry published in June 2014.



MILLENNIUM HEALTH: Appoints Ronald Rittenmeyer as Board Chair
-------------------------------------------------------------
Millennium Health, a health solutions company, on April 25
announced the appointment of Chairman of the Board Ronald A.
Rittenmeyer to Chairman and Chief Executive Officer effective
immediately.  
Mr. Rittenmeyer will replace Brock Hardaway who has led the company
since 2013.

Mr. Rittenmeyer has an extensive background leading companies to
profitable growth and market leadership.  He is the retired
chairman, president and chief executive officer of Electronic Data
Systems (EDS) having successfully sold that company to Hewlett
Packard in 2008.  Prior to joining Millennium Health's Board, he
served as chairman, president and chief executive officer of Expert
Global Solutions.  Previously, he served as chairman, president and
chief executive officer of
Safety-Kleen, Inc., which he led through Chapter 11 bankruptcy
protection and into a successful reorganization.

"I am excited about taking on this role at Millennium Health.  The
company has just completed a successful reorganization and I look
forward to guiding the next chapter of responsible growth," said
Mr.  Rittenmeyer.  "I would like to thank Brock for his service and
commend his efforts leading the company through the restructuring.
I look forward to expanding our business and exceeding the
expectations of our customers and ultimately the patients they
serve."

                  About Ronald A. Rittenmeyer

Ron Rittenmeyer is the retired chairman, president and chief
executive officer of Electronic Data Systems (EDS).  Mr.
Rittenmeyer also served as chairman, president and chief executive
officer of Expert Global Solutions, which he led through
reorganization. Previously, he served as chairman, president and
chief executive officer of Safety-Kleen, Inc., which he
successfully led through Chapter 11 bankruptcy protection and into
a successful reorganization.  Among his other leadership roles,
Mr. Rittenmeyer was CEO and president of AmeriServe; chairman,
Chairman, CEO and president of RailTex, Inc.; president and COO of
Ryder TRS, Inc., a truck rental company; president and COO of
Merisel; and COO of Burlington Northern Railroad. Mr. Rittenmeyer
was also with PepsiCo's Frito Lay and PepsiCo's Foods International
Divisions for 20 years in senior management roles. Mr. Rittenmeyer
is currently on the board of directors of American International
Group, Inc. (AIG), Tenet Healthcare Corporation, IMS Health Inc.
and a director for Avaya Inc., a privately held company.  He holds
a bachelor's degree in commerce and finance and a master's degree
in business.

                     About Millennium Lab

Millennium Lab Holdings II, LLC, Millennium Health, LLC and Rxante,
LLC, providers of laboratory-based diagnostic testing focused on
drugs of abuse and clinical medication monitoring, filed Chapter 11
bankruptcy petitions (Bankr. D. Del. Case Nos. 15-12284, 15-12285
and 15-12286, respectively) on
Nov. 10, 2015.  The Debtors estimated assets in the range of $100
million to $500 million and liabilities of more than $1 billion.

The Debtors have engaged Skadden, Arps, Slate, Meagher & Flom LLP
as counsel; Young Conaway Stargatt & Taylor, LLP as conflicts
counsel; Lazard Freres & Co., LLC, as investment banker; Alvarez &
Marsal as financial advisor; and Prime Clerk LLC as claims and
noticing agent.

Judge Laurie Selber Silverstein has been assigned the case.


MOHAVE AGRARIAN: Asks Court to Extend Plan Exclusivity to Aug. 4
----------------------------------------------------------------
Mohave Agrarian Group, LLC, asks the U.S. Bankruptcy Court for the
District of Nevada to extend the periods during which only the
Debtor may file a chapter 11 plan and solicit acceptances thereto.
Specifically, the Debtor requests an extension of the Exclusive
Filing Period to August 4, 2016 and extension of the Exclusive
Solicitation Period to October 5, 2016, without prejudice to the
Debtor's right to seek further extensions if circumstances in the
Chapter 11 Case warrant.  

Pursuant to Bankruptcy Code Sec. 1121(b), the Debtor's initial
Exclusive Filing Period was set to expire on May 4, 2016 and their
Exclusive Solicitation Period was set to expire on July 5, 2016.

The Debtor tells the Court that it has made substantial progress in
drafting its plan of reorganization.  In anticipation of filing a
plan, the Debtor requires a determination of the value of its
Properties for all purposes so it can meet its burdens to confirm a
plan of reorganization.  

The Debtor contends that an extension of the exclusive period to
file a plan will enable the Debtor to finalize the value of its
real property assets prior to the filing of the plan and promote an
efficient plan solicitation process.  

The Debtor contemplates filing its plan in the next 60 to 90 days.


The Debtor also relates that it plans to list certain parcels of
its Properties for sale.  The Debtor and secured lender Contrail
Holdings, LLC, have entered into a loan agreement that gives the
Debtor the right to release the liens on any parcel of property
securing that loan by making payment to Contrail equal to 105% of
the appraised value of that parcel.  Contrail's counsel was
provided with a copy of the appraisal dated January 15, 2016, on
February 22, 2016. Contrail has not yet agreed to the values
contained in the Appraisal. Accordingly, the Debtor needs to have
the Court determine the going concern value of its property so it
can establish the release prices.

The Debtor further tells the Court that it has received an executed
letter of intent from James Hammer which provides that if the
Buyer's due diligence bears out then it shall purchase 640 acres
from the Debtor for $3,776,000.  The letter of intent will expire
on May 16, 2016.  The Buyer has requested 60 days of due diligence
and 30 days to close the sale.  The contemplated sale to the Buyer
will assist the Debtor in implementing its plan.

A hearing on the request is set for May 25, 2016, at 9:30 a.m.

Counsel for Mohave Agrarian Group, LLC is:

     BRETT A. AXELROD, ESQ.
     FOX ROTHSCHILD LLP
     1980 Festival Plaza Drive, Suite 700
     Las Vegas, NV 89135
     Telephone: (702) 262-6899
     Facsimile: (702) 597-5503
     E-mail: baxelrod@foxrothschild.com

                       About Mohave Agrarian

Headquartered in Las Vegas, Nevada, Mohave Agrarian Group, LLC, is
a privately-held company founded in January 2014.

The Company filed for Chapter 11 bankruptcy protection (Bankr. D.
Nev. Case No. 16-10025) on Jan. 5, 2016, estimating its assets at
between $10 million and $50 million and its liabilities at between
$1 million and $10 million.  The petition was signed by James M.
Rhodes as president of Truckee Springs Holdings, Inc., manager of
Mohave Agrarian.  Fox Rothschild LLP represents the Debtor as
counsel.  Judge Mike K. Nakagawa has been assigned the case.


MOHAVE AGRARIAN: To Seek Court Valuation of Real Property
---------------------------------------------------------
Mohave Agrarian Group, LLC disclosed in papers filed with the U.S.
Bankruptcy Court for the District of Nevada that it intends to file
a Motion for Valuation of Real Property, and to seek an order from
the court determining the value of the Debtor's Properties within
30 days.

On January 19, 2016, the Debtor filed its Schedules and Statement
of Financial Affairs.  On January 21, the Debtor filed an
Application to Employ Landauer Valuation &
Advisory as Real Estate Appraiser to conduct an appraisal of
certain of the Debtor's real property assets. Specifically, the
real property consisting of (i) 7,617.92 acres of vacant land at
Peacock Mountain in Mohave County, Arizona; (2) 640.48 acres of
vacant land at Red Lake in Kingman, Arizona; and (3) 629.91 acres
of vacant land at Golden Valley, Arizona.

On February 26, 2016, the Bankruptcy Court entered its Order
approving the Appraiser Application.  

On February 10, 2016, Contrail Holdings, LLC, a secured lender,
filed a Motion for Single Asset Real Estate Determination Under 11
U.S.C. Sec. 101(51B).  On March 2, 2016, the Debtor filed its
Opposition to the SARE Motion.

On March 16, 2016, the Court held a hearing on the SARE Motion, but
has not yet ruled on the SARE Motion.

The Debtor also relates that it plans to list certain parcels of
its Properties for sale.  The Debtor and secured lender Contrail
have entered into a loan agreement that gives the Debtor the right
to release the liens on any parcel of property securing that loan
by making payment to Contrail equal to 105% of the appraised value
of that parcel.  Contrail's counsel was provided with a copy of the
appraisal dated January 15, 2016, on February 22, 2016. Contrail
has not yet agreed to the values contained in the Appraisal.
Accordingly, the Debtor needs to have the Court determine the going
concern value of its property so it can establish the release
prices.

On April 14, 2016, the Debtor received a letter of intent from
James Hammer, which provides that subject to bankruptcy court
approval and the buyer's 60-day due diligence period, the buyer may
purchase 640 acres for a purchase price of $3,776,000.  The letter
of intent will expire on May 16, 2016.  The Buyer has requested 60
days of due diligence and 30 days to close the sale.  The
contemplated sale to the Buyer will assist the Debtor in
implementing its plan.

Counsel for Mohave Agrarian Group, LLC is:

     BRETT A. AXELROD, ESQ.
     FOX ROTHSCHILD LLP
     1980 Festival Plaza Drive, Suite 700
     Las Vegas, NV 89135
     Telephone: (702) 262-6899
     Facsimile: (702) 597-5503
     E-mail: baxelrod@foxrothschild.com

                       About Mohave Agrarian

Headquartered in Las Vegas, Nevada, Mohave Agrarian Group, LLC, is
a privately-held company founded in January 2014.

The Company filed for Chapter 11 bankruptcy protection (Bankr. D.
Nev. Case No. 16-10025) on Jan. 5, 2016, estimating its assets at
between $10 million and $50 million and its liabilities at between
$1 million and $10 million.  The petition was signed by James M.
Rhodes as president of Truckee Springs Holdings, Inc., manager of
Mohave Agrarian.  Fox Rothschild LLP represents the Debtor as
counsel.  Judge Mike K. Nakagawa has been assigned the case.


NAS HOLDINGS: Bankr. Administrator Wants a Trustee or Examiner
--------------------------------------------------------------
The United States Bankruptcy Administrator is asking the U.S.
Bankruptcy Court for the Middle District of North Carolina to
appoint a Trustee or Examiner to take control of NAS Holdings,
Inc.'s chapter 11 case.  

The Bankruptcy Administrator tells the Bankruptcy Court that a
trustee or examiner is necessary to:

    (A) investigate the true financial condition of the Debtor;

    (B) manage or sell the restaurants for everyone’s benefit;

    (C) advise as to the operation of the Debtor's business and the
desirability of the continuance of such business to bring assets
back into the Debtor,

    (D) handle any other matter relevant to the case or to the
formulation of a plan; and

    (E) investigate any possible misconduct in connection with the
Debtor's business.

NAS Holdings, Inc., sought chapter 11 protection (Bankr. M.D.N.C.
Case No. 16-50346) on April 1, 2016.  The petition was signed by
Neeket Vadgama, vice president.  The Debtor is represented by
Kenneth Love, Esq., at Love and Dillenbeck Law, PLLC.  The case is
assigned to Judge Catharine R. Aron.  The Debtor estimated assets
of $500,000 to $1 million and debts of $1 million to $10 million.
The Bankruptcy Administrator was unable to form a creditors'
committee in the Debtor's chapter 11 cases.  


NAVIOS MARITIME: Moody's Lowers CFR to Caa3, Outlook Negative
-------------------------------------------------------------
Moody's Investors Service has downgraded global shipping and
logistics company Navios Maritime Holdings, Inc.'s corporate family
rating to Caa3 from Caa1, and its probability of default rating to
Caa3-PD from Caa1-PD.  Concurrently, Moody's downgraded the rating
on Navios Holdings' $650 million senior secured first preferred
ship mortgage notes to Caa2 from B3 and the rating on its $350
million senior unsecured notes to Ca from Caa3.  The outlook on all
Navios Holdings' ratings is negative.

"Our downgrade of Navios Holdings' ratings reflects its weak
liquidity profile, as market conditions in dry bulk remain very
difficult and the company's free cash flow generation remains
negative, increasing the risk of a distressed exchange or default
in its interest payment obligations," says Marie Fischer-Sabatie, a
Moody's Senior Vice President and lead analyst for the issuer.

"The downgrade also takes into account its client Vale's decision
not to perform its largest contract with one of the group's
subsidiaries, which could result in reduced cash inflows from 2017
onwards," adds Ms. Fischer-Sabatie.

                         RATINGS RATIONALE

The downgrade primarily reflects Navios Holdings' weak liquidity
profile, with continuing negative free cash flow generation driven
by the very challenging dry bulk market conditions and
corresponding low freight rates.  This has increased the risk of a
distressed exchange or default.  It also factors in the decision by
mining company Vale S.A. (Ba3 negative) not to perform its 20-year
contract, signed in 2013 with Navios South American Logistics Inc.
(NSAL), a subsidiary of Navios Holdings.  NSAL believes that Vale's
position is without merit and states that it would take legal
action if Vale were to fail to perform the contract. However, if
the contract were to eventually not be performed or to be
renegotiated, this could have a material effect on NSAL's cash
flows.

Moody's projects that growth in the supply of dry bulk capacity
will still outpace demand growth in 2016 by around 2.5%.  This is
due to a high level of planned vessel deliveries and subdued demand
growth, which will keep dry bulk rates at low levels.  Dry bulk
trade is highly dependent on China, and the country's economic
slowdown has been weighing on demand for dry bulk shipments.  As a
result, Moody's currently has a negative outlook on the dry bulk
sector.

Considering the weak environment, Navios Holdings announced in
February that it would also suspend dividend payments on its
preferred stock ($16 million per annum), after suspending in
November its approximately $25 million annual dividend payment on
common stock.  However, this action is offset by a dividend cut by
its affiliate Navios Maritime Partners L.P. (Navios Partners, B2
stable), which has reduced cash inflow for Navios Holdings by
around $30 million on an annual basis.  Also, Navios Holdings
recently terminated a $50 million loan that had been granted by its
affiliate Navios Maritime Acquisition Corporation (Navios
Acquisition, B2 stable) in March, after a law suit had been
launched by one of Navios Acquisition's shareholders.  This has
reduced Navios Holdings' sources of liquidity and the company does
not have any other credit line at its disposal.

Moody's expects that Navios Holdings' liquidity profile will weaken
during the course of 2016, as its cash balance will be consumed
owing to negative free cash flow.  Navios Holdings had a
consolidated cash balance of $177 million at end-2015 (including
$82 million at NSAL) and Moody's projects that cash flow from
operations will be close to zero.

During 2016, Navios Holdings' liquidity needs will also comprise
capital expenditures of around $160 million, of which around $100
million relates to NSAL and $60 million relates to new-build
vessels.  Part of the capital expenditures will nevertheless be
funded with drawings under two committed financing lines of $40
million and $36 million, respectively.  Looking at Navios Holdings'
liquidity on a standalone basis (excluding NSAL), Moody's estimates
that it could run out of cash within the next 12 months.  The
company's alternative liquidity sources are dependent on the
financial flexibility of its subsidiaries, as most of the dry bulk
assets are encumbered already.  However, Moody's believes that
recourse to its subsidiaries appears today more remote due to
either weaker performance of some of them, or to opposition from
some shareholders to financial support.

                RATIONALE FOR THE NEGATIVE OUTLOOK

The negative outlook reflects the risk of further pressure on
Navios Holdings' rating if market conditions remain unchanged and
liquidity further weakens.

               WHAT COULD CHANGE THE RATING UP/DOWN

Navios Holdings' rating could be upgraded if market conditions in
dry bulk improve, resulting in the company returning to positive
free cash flow generation, and if its liquidity profile improves.
Equally, a restructuring of the current debt, including a
distressed exchange of existing notes, that would result in a more
sustainable capital structure for the company, could lead to an
upward revision of our rating.

Navios Holdings' rating could be downgraded if (1) its liquidity
profile further weakens; (2) its probability of default increases;
or (3) Moody's recovery expectations for bondholders further
worsen.

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Global Shipping
Industry published in February 2014.

Navios Holdings, which is listed on the New York Stock Exchange, is
a global shipping and logistics company.  In addition to its own
operations in the transport of dry bulk commodities, Navios
Holdings owns a 63.8% stake in the logistics company NSAL and
various minority stakes, including (1) a 20.1% stake in the dry
bulk and container shipping company Navios Partners; (2) a 46.6%
economic interest in the tanker company Navios Acquisition and (3)
an indirect economic interest of 28.3% in Navios Maritime Midstream
Partners LP.  In 2015, Navios Holdings generated revenues of $497
million and EBITDA of $133 million (as reported by the company).



NEWBURY COMMON: Wants Plan Filing Date Extended to Sept. 8
----------------------------------------------------------
Newbury Common Associates, LLC, and certain of its affiliates ask
the Bankruptcy Court to extend the Plan Filing Period through and
including September 8, 2016, and the Plan Solicitation Period
through and including November 7, 2016.

According to the Debtors, unless the Exclusive Periods are
extended, (a) the Original Debtors' Plan Period and Solicitation
Period will expire on April 11, 2016, and June 10, 2016,
respectively, (b) the Additional Debtors' Plan Period and
Solicitation Period will expire on June 2, 2016, and August 1,
2016, respectively, and (c) 220 Elm II's Plan Period and
Solicitation Period will expire on July 15, 2016 and September 13,
2016, respectively.

The Debtors seek to align the Exclusive Periods of the Original
Debtors, the Additional Debtors, and 220 Elm II for simplicity, in
order to reduce the administrative costs of filing separate
extension motions going forward, and to align these deadlines with
the proposed Sale timeline, all to the extent such motions are
necessary.  This is the Debtors' first request for an extension of
the Exclusive Periods.

The Debtors also request that the Court extend the deadline for
filing a plan or commencing monthly payments under Section
362(d)(3) of the Bankruptcy Code to September 8, 2016, again, which
is in alignment with the Debtors' proposed Sale timeline.

Newbury Common Associates, LLC, et al., are represented by:

       Robert S. Brady, Esq.
       Sean T. Greecher, Esq.
       Maris J. Kandestin, Esq.
       Elizabeth S. Justison, Esq.
       YOUNG CONAWAY STARGATT & TAYLOR, LLP
       1000 North King Street
       Wilmington, DE 19801
       Telephone: (302) 571-6600
       Facsimile: (302) 571-1253
       Email: rbrady@ycst.com
              sgreecher@ycst.com
              mkandestin@ycst.com
              ejustison@ycst.com

           About Newbury Common Associates

Newbury Common Associates, LLC, et al., comprise a corporate
enterprise that owns a diverse portfolio of high quality,
distinctive commercial, hospitality and residential properties with
an aggregate of approximately 800,000 square feet located primarily
in Stamford, Connecticut.

On Dec. 13, 2015, Newbury Common Associates, LLC, and 13 affiliates
each commenced a voluntary case (Bankr. D. Del. Lead Case No.
15-12507) under chapter 11 of the Bankruptcy Code, and on Dec. 14,
Tag Forest LLC commenced a Chapter 11 case (collectively, "Original
Debtors").  On Feb. 3, 2016, Newbury Common Member Associates, LLC
and 8 affiliates commenced a voluntary case under chapter 11 of the
Bankruptcy Code; and then on Feb. 4, 88 Hamilton Avenue Associates,
LLC filed a Chapter 11 petition (collectively "Additional
Debtors").

Seaboard Realty, LLC, its principals or entities it manages serve
as the manager under the operating agreements for each of the
Debtors and is owned 50% by John J. DiMenna, Jr., 25% by Thomas L.
Kelly, Jr. and 25% by William A. Merritt, Jr.  The Original Debtors
other than Seaboard Residential, LLC, Tag, and Newbury Common
Associates, LLC, are holding companies whose assets are
substantially comprised of the equity of the Property Owner
Debtors.  The Debtors' eight operating property are owned by the
"Property Owner Debtors", namely Century Plaza Investor Associates,
LLC; Seaboard Hotel Associates, LLC; Seaboard Hotel LTS Associates,
LLC; Park Square West Associates, LLC; Clocktower Close Associates,
LLC; One Atlantic Investor Associates, LLC; 88 Hamilton Avenue
Associates, LLC; 220 Elm Street I, LLC; 300 Main Street Associates,
LLC; and Seaboard Residential, LLC.

The Original Debtors' chapter 11 cases are being jointly
administered pursuant to an order entered Dec. 18, 2015.  The
Debtors later won approval of a supplemental motion seeking joint
administration of the Additional Debtors' Chapter 11 cases with the
cases of the Original Debtors for procedural purposes only.

As of Jan. 7, 2016, the Debtors had incurred purported aggregate
funded secured indebtedness of approximately $177.2 million in
principal, including approximately $150.4 million of property-level
secured debt and approximately $26.8 million of purported and
allegedly unauthorized mezzanine debt.

The Debtors tapped Young Conaway Stargatt & Taylor, LLP, and
Dechert LLP as attorneys, and Donlin Recano as claims and noticing
agent.


NIEBERG MIDWOOD: Selling Real Property; Needs Time to File Plan
---------------------------------------------------------------
Nieberg Midwood Chapel Inc., asks the U.S. Bankruptcy Court for the
Eastern District of New York to extend the Debtor's time to file
its plan of reorganization and disclosure statement.

The Debtor has entered into a Contract of Sale for its real
property located at 1625 Coney Island Avenue, Brooklyn, New York.
The proceeds from the sale would be more than sufficient to pay all
creditors in full. The negotiation of the sale has tied up
significant time and resources and has made it difficult for the
Debtor to file a timely plan of reorganization.

However, the Debtor still expects to be able to file a timely plan
of reorganization. In an abundance of caution, the Debtor seeks a
120-day extension of the period to file its plan and disclosure
statement.

Nieberg Midwood Chapel Inc., owns and operates the oldest family
owned funeral parlor in New York City.  Nieberg has formerly done
business under the name Midwood Memorial Chapel, Inc.  Stanley
Nieberg and Peter Nieberg are each 50% shareholders of Nieberg.
Nieberg Midwood Chapel Inc., based in Brooklyn, N.Y., filed a
Chapter 11 petition (Bankr. E.D.N.Y. Case No. 16-40028) on January
5, 2016, listing $1 million to $10 million in both assets and
liabilities.  Hon. Elizabeth S. Stong presides over the case.
Randy M Kornfeld, Esq., at Kornfeld & Associates P.C., serves as
counsel to the Debtor.  The petition was signed by Stanley Nieberg,
vice president.


OWENS CORNING: Class Certification Denied for 2 Pa. Suits
---------------------------------------------------------
Judge Joy Flowers Conti of the United States District Court for the
Western District of Pennsylvania denied class certification in the
cases JAIME GONZALEZ, PATRICIA WRIGHT, KEVIN WEST, and GERALD
BOEHM, On behalf of themselves and all others similarly similarly
situated, Plaintiffs, v. OWENS CORNING and OWENS CORNING SALES,
LLC, Defendants, Civil Action No. 13-cv-1378 (W.D. Pa.), and EDWARD
MAAG and DIANE MAAG, on behalf of themselves and all others
similarly situated, Plaintiffs, v. OWENS CORNING and OWENS CORNING
SALES, LLC, Defendants, Civil Action No. 14-cv-0826 (W.D. Pa.).

The plaintiffs contended that Owens Corning and Owens Corning
Sales, LLC, acted unlawfully by manufacturing Oakridge-brand
shingles in accordance with defective design specifications, and by
promising that all Oakridge-brand shingles would last for at least
25 years, when, due to those defective design specifications all
Oakridge-brand shingles were "vulnerable" or "susceptible" to
lasting no more than 20 years.  The plaintiffs filed a motion for
class certification, seeking to certify classes pursuant to Federal
Rules of Civil Procedure 23(b)(1)(B), (b)(2), and (b)(3).

Judge Conti concluded that the proposed Rule 23(b)(1)(B) class
cannot be certified because the named plaintiffs asked the court to
answer a question that the Court of Appeals for the Third Circuit
already answered.  The judge explained that Owens Corning cannot,
and has stated that it will not, relitigate the issue and that, in
addition, the appellate court answered the question in a way that
makes it impossible for the district court to enter any classwide
rulings with respect to the effect that Owens Corning's bankruptcy
proceedings have on proposed class members' claims.

Judge Conti also concluded that the proposed Rule 23(b)(2) and Rule
23(b)(3) classes cannot be certified because, among other reasons,
the named plaintiffs sought to pursue relief under various
state-law theories that are not the same for all members of a
proposed class, it is impossible to determine whether an owner is a
member of the class, and the record contradicts any finding that
either all (or even most or many) Oakridge-brand shingles suffer
from a common defect or Owens Corning represented that its
Oakridge-brand shingles would not crack, degranulate, fragment, or
deteriorate for, or would have a useful life of, at least 25 years.


Judge Conti found that the plaintiffs proffered no evidence about
how often Owens Corning manufactured shingles "at or near" the
allegedly defective "low-end" of its specifications, and that the
only statistical evidence in the record reflects that only one half
of one percent of Oakridge-brand shingle installations result in a
warranty claim, and only half of the approximately 300 warranty
claim shingles tested by the plaintiffs measured "at or near" the
allegedly defective "low end" of Owens Corning's design
specifications.  Judge Conti also found that the plaintiffs
acknowledged that not all Oakridge-brand shingles will be
manufactured "at or near" the allegedly defective "low end" of
Owens Corning's design specifications, and the plaintiffs never
identified how near the "low end" of Owens Corning's design
specifications a measurement must be to qualify as design defect.

With respect to the plaintiffs' claims that Owens Corning made
misstatements about its Oakridge-brand shingles, Judge Conti held
that the plaintiffs failed to establish that Owens Corning made
uniform representations about the expected useful life of
Oakridge-brand shingles, or about whether the shingles would
experience any form of deterioration for a set number of years.

A full-text copy of Judge Conti's March 31, 2016, opinion is
available at http://is.gd/92Ae4Ifrom Leagle.com.

EDWARD MAAG, DIANE MAAG are represented by:

          David I. Cates, Esq.
          CATES MAHONEY, LLC
          Email: dcates@cateslaw.com

OWENS CORNING, OWENS CORNING SALES LLC are represented by:

          Arthur H. Stroyd, Jr., Esq.
          DEL SOLE CAVANAUGH STROYD LLC
          3 PPG Place, Suite 600
          Pittsburgh, PA 15222
          Tel: (412) 944-2723
          Email: astroyd@dscslaw.com

            -- and –-

          Eugene A. Schoon, Esq.
          SIDLEY & AUSTIN
          One South Dearborn
          Chicago, IL 60603
          Tel: (312)853-7000
          Fax: (312)853-7036
          Email: eschoon@sidley.com

                    About Owens Corning

Headquartered in Toledo, Ohio, Owens Corning fka Owens Corning
(Reorganized) Inc. (NYSE: OC) -- http://www.owenscorning.com/--  
is a producer of residential and commercial building materials and
glass fiber reinforcements, and other similar materials for
composite systems.  The company has operations in 26 countries.

The Company filed for Chapter 11 protection on Oct. 5, 2000
(Bankr. D. Del. Case. No. 00-03837).  Norman L. Pernick, Esq., at
Saul Ewing LLP, represented the Debtors.  Elihu Inselbuch, Esq.,
at Caplin & Drysdale, Chartered, represented the Official
Committee of Asbestos Creditors.  James J. McMonagle served as the
Legal Representative for Future Claimants until June 20, 2007.
Mr. McMonagle was replaced by Michael J. Crames.  Mr. Crames
served as Mr. McMonagle's counsel until July 2005, when he retired
from the law firm Kaye Scholer LLP.

On September 28, 2006, the Honorable John P. Fullam, Sr., of the
U.S. District Court for the Eastern District of Pennsylvania
affirmed the order of Honorable Judith Fitzgerald of the U.S.
Bankruptcy Court for the District of Delaware confirming Owens
Corning's Sixth Amended Plan of Reorganization.  The Plan took
effect on October 31, 2006, marking the company's emergence from
Chapter 11.

Reorganized Owens sought on July 25, 2008, from the Delaware
Bankruptcy Court a final decree closing the Chapter 11 cases of 17
of its affiliates.  Only the Chapter 11 case of Owens Corning
Sales, LLC, formerly known as Owens Corning, under Case No.
00-03837 will remain open.


PACIFIC 9 TRANSPORTATION: Case Summary & 20 Top Unsec. Creditors
----------------------------------------------------------------
Debtor: Pacific 9 Transportation, Inc.
        2045 East Carson Street, Unit B
        Carson, CA 90810

Case No.: 16-15447

Chapter 11 Petition Date: April 26, 2016

Court: United States Bankruptcy Court
       Central District of California (Los Angeles)

Judge: Hon. Julia W. Brand

Debtor's Counsel: Vanessa M Haberbush, Esq.
                  HABERBUSH & ASSOCIATES, LLP
                  444 W Ocean Blvd Ste 1400
                  Long Beach, CA 90802
                  Tel: 562-435-3456
                  Fax: 562-435-6335
                  E-mail: vhaberbush@lbinsolvency.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Le Phan, CFO.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/cacb16-15447.pdf


PACIFIC EXPLORATION: TSX to Delist Common Shares on May 25
----------------------------------------------------------
Pacific Exploration & Production Corp. on April 26 disclosed that
further to its news release issued on April 19, 2016 the Company
has received notice from the Toronto Stock Exchange (the "TSX")
that the Company's common shares will be delisted from the TSX
effective at the close of market on May 25, 2016.  Trading of the
Company's common shares on the TSX will remain suspended until the
delisting.

The delisting is based on the Company's press releases on April 19,
2016 and April 20, 2016 that the Company has entered into an
agreement with: (i) The Catalyst Capital Group Inc., (ii) certain
members of an ad hoc committee of holders of the Company's senior
unsecured notes, and (iii) certain of the Company's lenders under
its credit facilities, to effect a comprehensive financial
restructuring (the "Restructuring Transaction") that will
significantly reduce debt, improve liquidity, and best position the
Company to navigate the current oil price environment. Given the
significant impairments to the Company's bank indebtedness and
indebtedness in respect of its senior unsecured notes (and the
treatment of such indebtedness pursuant to the Restructuring
Transaction), the Company's existing outstanding common shares will
be (i) cancelled for no consideration, or (ii) subject to extensive
dilution such that, following completion of the Restructuring
Transaction, existing holders of common shares will hold in the
aggregate only a nominal amount of the reorganized Company's equity
and associated voting power.

As previously announced by the Company, the Company's common shares
have been suspended from trading on La Bolsa de Valores de Colombia
(the Bogota stock exchange).

              About Pacific Exploration & Production

Pacific Exploration & Production Corp. is a Canadian public company
and a leading explorer and producer of natural gas and crude oil,
with operations focused in Latin America.  The Company has a
diversified portfolio of assets with interests in more than 70
exploration and production blocks in various countries including
Colombia, Peru, Guatemala, Brazil, Guyana and Belize. The Company's
strategy is focused on sustainable growth in production & reserves
and cash generation.  

The Troubled Company Reporter-Latin America, on Feb. 23,
2016,reported that Fitch Ratings says that the agency could
downgrade its ratings on Pacific Exploration and Production Corp.
(Pacific; Long-term Foreign and Local Currency Issuer Default
Ratings of 'C') to restricted default (RD).  This could occur after
the expiration of the recently negotiated extension with
bondholders of the time in which to declare principal due and
payable on certain notes.  Fitch considers the extension of
multiple waivers or forbearance periods upon a payment default a
restricted default given they represent a material reduction in
terms compared with the original contractual terms.  Furthermore,
the extension of multiple waivers can be interpreted as a tool that
is being conducted in order to avoid bankruptcy.

                        *     *     *


On April 7, 2016, the TCR reported that Fitch Ratings downgraded
Pacific Exploration and Production Corp.'s (Pacific) Foreign and
Local Currency Long-term Issuer Default Ratings (IDRs) to
restricted default 'RD' from 'C'.  Concurrently, Fitch affirmed the
'C/RR4' long-term rating on Pacific's outstanding senior unsecured
debt issuances totaling approximately USD4 billion with final
maturities in 2019 through and 2025.

On Jan. 21, 2016, the TCR reported that Moody's Investors Service
has downgraded Pacific Exploration & Production Corp. (Pacific
E&P)'s corporate family rating and senior unsecured debt ratings to
C from Caa3.

The TCR, on Jan. 20, 2016, reported that Standard & Poor's Ratings
Services said it lowered its long-term corporate credit and
issue-level ratings on Pacific Exploration and Production Corp.
(Pacific) to 'CC' from 'CCC+'.  S&P also removed the rating from
CreditWatch with negative implications.  The outlook is negative.

On Jan. 14, 2016, Pacific announced that it has elected to utilize
the 30 day grace period rather than make the interest payments due
on Jan. 19, 2016 and Jan. 26, 2016 of about $65 million.  Although
the company is still current on those obligations, S&P expects
default to be a virtual certainty.


PACIFIC SUNWEAR: Mirick, Sullivan File Rule 2019 Statement
----------------------------------------------------------
Mirick, O'Connell, DeMallie & Lougee LLP, and Sullivan Hazeltine
Allinson LLC disclosed in a court filing the creditors they
represent in the Chapter 11 case of Pacific Sunwear of California,
Inc.

The law firms disclosed that they were hired by New England
Development, the managing agent for CambridgeSide Galleria
Associates Trust and Palm Beach Outlets I, LLC, to represent both
creditors in Pacific Sunwear's case.

Pacific Sunwear owes both claimants under a lease contract,
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:

     Elihu E. Allinson III
     Sullivan Hazeltine Allinson LLC
     901 North Market Street, Suite 1300
     Wilmington, DE 19801
     Tel: (302) 428-8191
     Fax: (302) 428-8195

        -- and --

     Paul W. Carey
     Gina Barbieri O'Neil
     Mirick, O’Connell, DeMallie & Lougee, LLP
     100 Front Street
     Worcester, MA 01608-1477
     Phone: (508) 791-8500
     Fax: (508) 791-8502
     E-mail: pcarey@mirickoconnell.com
             goneil@mirickoconnell.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 jointly administered
under Case No. 16-10882 and are pending before the Honorable Laurie
Selber Silverstein.

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: Taps FTI Consulting as Financial Advisors
----------------------------------------------------------
Pacific Sunwear of California, Inc., Miraloma Borrower Corporation,
and Pacific Sunwear Stores Corp. seek authorization from the U.S.
Bankruptcy Court for the District of Delaware to employ FTI
Consulting, Inc. as financial advisors, nunc pro tunc to the April
7, 2016 petition date.

FTI will provide consulting and advisory services as FTI and the
Debtors deem appropriate and feasible in order to advise the
Debtors in the course of the Cases, including but not limited to:

   (a) assisting with developing accounting and operating
       procedures to segregate pre-petition and post-petition
       business transactions;

   (b) supporting the preparation of first day motions and
       developing procedures and processes necessary to implement
       such motions;

   (c) assisting in the development of a creditor matrix;

   (d) assisting in the initial preparation of the Statements of
       Financial Affairs and Schedules of Assets and Liabilities;

   (e) working with the Company's communications specialists to
       develop Chapter 11 communications;

   (f) developing training materials and assist in training
       Company personnel with respect to Chapter 11 procedures;

   (g) assisting with developing a vendor management process to
       interact with suppliers regarding the impact of the Chapter

       11 process and status their pre-petition payables;

   (h) assisting with reporting requirements under the DIP Credit
       Agreement;

   (i) assisting with due diligence requests of the Unsecured
       Creditors' Committee and other potential interested
       parties;

   (j) assisting the Company with respect to financial related
       disclosures that will be required by the Court;

   (k) assisting with the review and reconciliation of asserted
       claims, and;

   (l) rendering such other restructuring and general business
       consulting or such other assistance for the Company as the
       Company's management or counsel may request.

FTI will be paid at these hourly rates:

       Senior Managing Directors           $800-$975
       Directors/Managing Directors        $595-$795
       Consultants/Senior Consultants      $315-$570
       Administrative/Paraprofessionals    $125-$250  

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

Robert J. Duffy, a Global Segment Leader of FTI, 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 Bankruptcy Court will hold a hearing on the motion on May 3,
2016, at 3:00 p.m.  Objections were due April 26, 2016.

FTI can be reached at:

       Robert J. Duffy
       FTI CONSULTING, INC.
       200 State Street, 8th Floor
       Boston, MA 02109
       Tel: (617) 897-1500
       Fax: (617) 897-1510

                      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 jointly administered
under Case No. 16-10882 and are pending before the Honorable Laurie
Selber Silverstein.

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.



PARAGON OFFSHORE: Files Docs on Planned Issuance of New Securities
------------------------------------------------------------------
Paragon Offshore plc filed with the U.S. Securities and Exchange
Commission certain documents related to the registration and
issuance of securities that will be offered to holders of the
Company's 6.75% Senior Notes due 2022 and 7.25% Senior Notes due
2024 pursuant to the terms of the Joint Chapter 11 Plan of Paragon
Offshore plc and its Affiliated Debtors.  The Securities are being
offered in exchange for all outstanding claims of the Claim
Holders, as described in the Disclosure Statement, dated April 19,
2016, a copy of which is available at http://is.gd/7Pp9OI

There are roughly $500,000,000 of 6.75% Senior Notes due 2022; and
roughly $580,000,000 of 7.27% Senior Notes due 2024 outstanding.

A copy of the Company's Form T-1 (STATEMENT OF ELIGIBILITY UNDER
THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT
AS TRUSTEE) is available at http://is.gd/QbKce0

A copy of the Company's Form T-3 (FOR APPLICATIONS FOR
QUALIFICATION OF INDENTURES UNDER THE TRUST INDENTURE ACT OF 1939)
is available at http://is.gd/FSY3Wn

The Company said it filed Form T-3 to delay the effectiveness of
until (i) the 20th day after the filing of an amendment which
specifically states that it shall supersede this Application for
Qualification or (ii) such date as the Securities and Exchange
Commission, acting pursuant to Section 307(c) of the Trust
Indenture Act of 1939, may determine upon the written request of
the Applicant.

A copy of the Indenture Dated as of [*], 2016 between PARAGON
OFFSHORE PLC and U.S. BANK NATIONAL ASSOCIATION, as Trustee, Paying
Agent and Transfer Agent, is available at http://is.gd/bNWmMZ

As reported by the Troubled Company Reporter, Paragon Offshore et
al.'s Amended Joint Chapter 11 Plan of Reorganization provides,
among other things, that Senior Notes Claims will be allowed in the
amount of $1,020,750,312.  Holder of Senior Notes Claims are
expected to recover 52.0% to 66.5% of their allowed claims.  

Holders of General Unsecured Claims will recover 100% of their
allowed claims.  

Blacklined versions of the Further Revised Disclosure Statement
and
Revised Second Amended Plan dated April 8, 2016, are available at
http://bankrupt.com/misc/PARAGONds0408.pdf

Blacklined versions of the Revised Disclosure Statement and Second
Amended Plan dated April 4, 2016, are available at
http://bankrupt.com/misc/PARAGONds0404.pdf

                        About Paragon Offshore

Paragon Offshore plc -- http://www.paragonoffshore.com/-- is a    
global provider of offshore drilling rigs.  Paragon's operated
fleet includes 34 jackups, including two high specification heavy
duty/harsh environment jackups, and six floaters (four drillships
and two semisubmersibles). Paragon's primary business is
contracting its rigs, related equipment and work crews to conduct
oil and gas drilling and workover operations for its exploration
and production customers on a dayrate basis around the world.
Paragon's principal executive offices are located in Houston,
Texas. Paragon is a public limited company registered in England
and Wales and its ordinary shares have been trading on the over-
the-counter markets under the trading symbol "PGNPF" since
December 18, 2015.

Paragon Offshore Plc, et al., filed separate Chapter 11
bankruptcy petitions (Bankr. D. Del. Case Nos. 16-10385 to 16-
10410) on Feb. 14, 2016, after reaching a deal with lenders on a
reorganization plan that would eliminate $1.1 billion in debt.

The petitions were signed by Randall D. Stilley as authorized
representative.  Judge Christopher S. Sontchi is assigned to the
cases.

The Debtors reported total assets of $2.47 billion and total
debts of $2.96 billion as of Sept. 30, 2015.

The Debtors have engaged Weil, Gotshal & Manges LLP as general
counsel, Richards, Layton & Finger, P.A. as local counsel, Lazard
Freres & Co. LLC as financial advisor, Alixpartners, LLP as
restructuring advisor, and Kurtzman Carson Consultants as claims
and noticing agent.

Counsel to JPMorgan Chase Bank, N.A.:

     Simpson Thacher & Bartlett LLP
     425 Lexington Avenue
     New York, NY 10017
     Attn: Sandeep Qusba, Esq.
           Kathrine A. McLendon, Esq.
           Morris J. Massel, Esq.

JPMorgan is the (a) as administrative agent under the Senior
Secured Revolving Credit Agreement, dated as of June 17, 2014, and
(b) as collateral agent under the Guaranty and Collateral
Agreement, dated as of July 18, 2014.

Co-counsel to the Revolver Agent and the Collateral Agent:

     Landis Rath & Cobb LLP
     919 Market Street
     Wilmington, DE 19801
     Attn: Adam G. Landis, Esq.
           Kerri Mumford, Esq.

Counsel to Cortland Capital Market Services L.L.C. as
administrative agent under the Senior Secured Term Loan Agreement,
dated as of July 18, 2014:

     Kaye Scholer LLP
     250 West 55th Street
     New York, NY 10019
     Attn: Mark F. Liscio, Esq.
           Scott D. Talmadge, Esq.

Co-counsel for the Term Loan Agent:

     Potter Anderson & Corroon
     1313 N. Market Street, 6th Floor
     Wilmington, DE 19801
     Attn: Jeremy W. Ryan, Esq.

Counsel to Deutsche Bank Trust Company Americas as trustee under
the Senior Notes Indenture, dated as of July 18, 2014, for the
6.75% Senior Notes due 2022 and the 7.25% Senior Notes due 2024:

     Morgan, Lewis, & Bockius LLP
     101 Park Avenue
     New York, NY 10178
     Attn: James O. Moore, Esq.
           Glenn E. Siegel, Esq.
           Joshua Dorchak, Esq.

Counsel to certain holders of the 6.75% Senior Notes due 2022 and
the 7.25% Senior Notes due 2024:

     Paul, Weiss, Rifkind, Wharton, & Garrison LLP
     1285 Avenue of the Americas
     New York, NY 10019
     Attn: Andrew N. Rosenberg, Esq.
           Elizabeth R. McColm, Esq.

Co-counsel to certain holders of the 6.75% Senior Notes due 2022
and the 7.25% Senior Notes due 2024:

     Young Conaway Stargatt & Taylor, LLP
     Rodney Square
     1000 North King Street
     Wilmington, DE 19801
     Attn: Pauline K. Morgan, Esq.


PEABODY ENERGY: Inks 2nd Amendment to Receivables Program
---------------------------------------------------------
Peabody Energy Corporation has an accounts receivable
securitization program through its wholly owned subsidiary, P&L
Receivables Company, LLC.  Under the AR Program, Peabody
contributes a pool of eligible trade receivables to P&L
Receivables, which then sells, without recourse, the Receivables to
various conduit and committed purchasers. The AR Program has a
maximum availability of $180 million and matures on the earlier of
(i) March 25, 2018 and (ii) the substantial consummation of a plan
of reorganization filed in the Chapter 11 Cases that is confirmed
pursuant to an order entered by the Bankruptcy Court.

The Debtors have negotiated with the providers of the AR Program
amendments of the agreements that set forth the terms of the AR
Program, including a second amendment to the Fifth Amended and
Restated Receivables Purchase Agreement.  In connection with their
Chapter 11 bankruptcy filing, Peabody filed a motion seeking
Bankruptcy Court approval of the continuation of the AR Program on
the terms set forth in the Amendments.

On April 15, 2016, the Bankruptcy Court entered an order approving,
on an interim basis, the financing to be provided pursuant to the
Financing Agreements and, on April 18, 2016, the Amendments,
including the Second Amendment, were entered into by and among
Peabody, P&L Receivables, the Originators, the Securitization
Providers and PNC Bank, National Association, as administrator of
the AR Program.

Pursuant to the Amendments, the Debtors agreed to a revised
schedule of fees payable to the Administrator and the
Securitization Providers, including:

     (i) a letter of credit participation fee, payable on each
settlement date to each Securitization Provider, in the amount of
5.00% per year of such Securitization Provider's pro rata
participation in the letters of credit outstanding under the AR
Program (increasing from 3.00% under the existing financing
agreements),

    (ii) a program fee, payable monthly to each Securitization
Provider, in the amount of 5.00% per year of such Securitization
Provider's investment in purchased assets under the AR Program
(increasing from 3.00% under the existing financing agreements),

   (iii) a letter of credit fronting fee, payable on each
settlement date to the letter of credit bank in the amount of 0.15%
per year of the aggregate face amount of the letters of credit
outstanding under the AR Program -- remaining the same as under the
existing financing agreements; and

    (iv) an unused letter of credit fee, payable monthly to the
letter of credit participants and purchasers in the amount of 0.80%
per year of the unused portion of the commitments. If a letter of
credit is drawn and the letter of credit provider is not fully
reimbursed for the drawn amount, any unreimbursed remainder will be
treated as an investment (i.e., a cash advance) under the AR
Program.

The cost of an advance will be determined by two factors: (a) the
program fee payable on each settlement date to each Securitization
Provider deemed to have made an advance and (b) the "discount",
which is calculated based on each Securitization Provider's costs,
including its cost of funds.

The Debtors that generate Receivables from the sale of coal -- the
Originators -- do not guarantee the collection of the Receivables
that have been transferred to P&L Receivables. However, the
Originators are obligated to reimburse P&L Receivables for
inaccuracy of certain representations and warranties, dilution
items with respect to Receivables and certain other limited
indemnities.

Further, Peabody has executed a performance guarantee through which
it has promised to fulfill, or cause P&L Receivables, the
designated servicer and each Originator to fulfill, each of their
obligations under the Financing Agreements. In addition, as
contemplated by the Amendments the Originators have also executed a
performance guarantee promising to fulfill obligations of all
Originators under the Financing Agreements.

In addition, in connection with the Amendments, the Debtors have
obtained approval to grant superpriority claims against the Debtors
and in favor of P&L Receivables, the Administrator and the
Securitization Providers in respect of certain of the Debtors'
obligations under the Financing Agreements, including the Repayment
Amounts and certain other limited indemnification and other
obligations of the Debtors under the Financing Agreements.

A copy of the Second Amendment to the Fifth Amended and Restated
Receivables Purchase Agreement is available at http://is.gd/ZgMtfD

PNC Bank, in its capacity as Administrator, as a Purchaser Agent or
as a Committed Purchaser; and as LC Bank or as an LC Participant,
may be reached at:

     PNC Bank, National Association
     300 Fifth Avenue, 11th Floor
     Pittsburgh, PA 15222-2707
     Attention: Robyn Reeher
     Facsimile: 412-762-9184
     E-mail: robyn.reeher@pnc.com

                       About Peabody Energy

Headquartered in St. Louis, Missouri, Peabody Energy Corporation
claims to be the world's largest private-sector coal company.  As
of Dec. 31, 2014, the Company owned interests in 26 active coal
mining operations located in the United States (U.S.) and
Australia.  The Company has a majority interest in 25 of those
mining operations and a 50% equity interest in the Middlemount
Mine
in Australia.  In addition to its mining operations, the Company
markets and brokers coal from other coal producers, both as
principal and agent, and trade coal and freight-related contracts
through trading and business offices in Australia, China, Germany,
India, Indonesia, Singapore, the United Kingdom and the U.S.

Peabody posted a net loss of $1.988 billion for 2015, wider from
the net loss of $777 million in 2014 and the $513 million net loss
in 2013.

At Dec. 31, 2015, the Company had total assets of $11.02 billion
against $10.1 billion in total liabilities, and stockholders'
equity of $918.5 million.

On April 13, 2016, Peabody Energy Corp. and 153 affiliates filed
voluntary petitions for relief under Chapter 11 of the United
States Bankruptcy Code.  The 154 cases are pending joint
administration before the Honorable Judge Barry S. Schermer under
Case No. 16-42529 in the U.S. Bankruptcy Court for the Eastern
District of Missouri.

As of the Petition Date, PEC has approximately $4.3 billion in
outstanding secured debt obligations and $4.5 billion in
outstanding unsecured debt obligations.

The Debtors tapped Jones Day as general counsel; Armstrong,
Teasdale LLP as local counsel; Lazard Freres & Co. LLC and
investment banker Lazard PTY Limited as investment banker; FTI
Consulting, Inc., as financial advisors; and Kurtzman Carson
Consultants, LLC, as claims, ballot and noticing agent.

                           *     *     *

A copy of the affidavit in support of the first-day motions is
available for free at:

    http://bankrupt.com/misc/Peabody_7_1st_Day_Affidavit.pdf  


PEABODY ENERGY: May 5 Final Hearing on Citibank DIP Financing
-------------------------------------------------------------
Peabody Energy and its debtor affiliates will return to the U.S.
Bankruptcy Court on May 5, 2016, for a hearing to consider final
approval of their request to obtain postpetition financing.

The Debtors filed the DIP Motion on April 13, 2016, seeking
authorization to use cash collateral and to approve financing under
a Superpriority Secured Debtor-In-Possession Credit Agreement by
and among the Company as borrower, Global Center for Energy and
Human Development, LLC and certain Debtors party thereto as
guarantors, the lenders party thereto and Citibank, N.A. as
Administrative Agent and L/C Issuer.

The DIP Credit Agreement provides for:

     (i) a term loan not to exceed $500 million, of which $200
million is available until the entry of the final order approving
the DIP Credit Agreement, secured by substantially all of the
assets of the Debtors -- other than Peabody Holdings (Gibraltar)
Limited, Peabody IC Holdings, LLC and Peabody IC Funding Corp. --
and Global Center, subject to certain excluded assets and carve
outs and guaranteed by the Loan Parties (other than the Company),
which would be used for working capital and general corporate
purposes, to cash collateralize letters of credit and to pay fees
and expenses,

    (ii) a cash collateralized letter of credit facility in an
amount up to $100 million, and

   (iii) a bonding accommodation facility in an amount up to $200
million consisting of (x) a carve-out from the collateral with
superpriority claim status, subject only to the fees carve-out,
entitling the authority making any bonding request to receive
proceeds of collateral first in priority before distribution to any
DIP Lender or other prepetition secured creditor and/or (y) a
letter of credit facility.  The aggregate face amount of all
letters of credit issued under the L/C Facility and the Bonding L/C
Facility shall not at any time exceed $50 million without lender
consent.

On April 15, 2016, the Bankruptcy Court issued an order approving
the DIP Motion on an interim basis and authorizing the Loan Parties
to, among other things:

     (i) enter into the DIP Credit Agreement and initially borrow
up to $200 million,

    (ii) obtain a cash collateralized letter of credit facility in
the aggregate amount of up to $100 million, and

   (iii) an accommodation facility for bonding requests in an
aggregate stated amount of up to $200 million.

On April 18, 2016, the Company entered into the DIP Credit
Agreement with the DIP Lenders, and borrowed $200 million under the
DIP Term Loan Facility.

The scheduled maturity under the DIP Credit Agreement is the
earliest of:

     (a) the Scheduled Termination Date,

     (b) 45 days after the entry of the Interim Order if the Final
Order has not been entered prior to the expiration of such 45-day
period (as such period may be extended with the consent of certain
DIP Lenders),

     (c) the substantial consummation of a plan of reorganization
filed in the cases that is confirmed pursuant to an order entered
by the Bankruptcy Court,

     (d) the acceleration of the loans and the termination of
commitments with respect to the DIP Credit Agreement and

     (e) a sale of all or substantially all of the assets of the
Company (or the Loan Parties) pursuant to Section 363 of the
Bankruptcy Code.

"Scheduled Termination Date" means the date that is 12 months after
the closing date; provided that such date may, at the election of
the Company, be extended by up to an additional 6 months so long
as, at the time such extension shall become effective, (w) there
shall exist no default under the DIP Credit Agreement, (x) the
representations and warranties of the Loan Parties therein shall be
true and correct in all material respects, (y) the Company shall
have paid or caused to be paid to the DIP Agent for the account of
each DIP Lender an extension fee in an amount equal to 2.50% of
such DIP Lender's outstanding exposure under the DIP Term Loan
Facility at such time and (z) the Company shall have delivered to
the DIP Agent an updated DIP budget covering the additional period
to be effected by such extension.
Borrowings under the DIP Term Loan Facility can be made as either a
Eurocurrency Rate Loans or a Base Rate Loan. Eurocurrency Rate
Loans accrues interest at LIBOR plus 9.00%, with a LIBOR floor of
1.00%. A Base Rate Loan accrues interest at the Base Rate plus
8.00%, with a Base Rate floor of 2.00%.

Under the DIP Credit Agreement, the Company is required to pay
these fees:

      -- under the DIP Term Loan Facility, an upfront fee equal to
5.00% of the principal amount of the funded term loans under the
DIP Term Loan Facility;

      -- a L/C Facility fronting fee equal to 0.25% of the stated
amount of all issued and outstanding letters of credit under the
L/C Facility;

      -- a Bonding L/C Facility fronting fee in an amount equal to
0.25% of the stated amount of all issued and outstanding letters of
credit under the Bonding L/C Facility; and

      -- an Exit Fee equal to 2.00% of the aggregate principal
amount of the loans borrowed under the DIP Term Loan Facility
repaid or prepaid or undrawn commitments under the DIP Term Loan
Facility reduced or terminated.

The Company was also required to pay certain fees related to the
DIP Credit Agreement (paid prepetition) and arranger fees, as
approved by the Bankruptcy Court in the Interim Order.

The DIP Credit Agreement includes covenants that, subject to
certain exceptions, require the Company to maintain certain minimum
thresholds of liquidity and consolidated EBITDA and to not exceed a
certain maximum capital spend, and limit the ability of the Company
and the Guarantors to, among other things: (i) make dispositions of
material leases and contracts, (ii) make acquisitions, loans or
investments, (iii) create liens on their property, (iv) dispose of
assets, (v) incur indebtedness, (vi) merge or consolidate with
third parties, (vii) enter into transactions with affiliated
entities, and (viii) make material changes to their business
activities.

In addition to customary events of default, the DIP Credit
Agreement contains these milestones relating to the Chapter 11
Cases, the failure of which would result in an event of default:

      -- not later than 120 days following the petition date of the
Chapter 11 Cases (the "Petition Date"), delivery of the U.S.
Business Plan and the Australian Business Plan;

      -- not later than 30 days following the Petition Date, a
declaratory judgment action shall be commenced by the Company
(without prejudice to the rights of any party-in-interest to
commence such a declaratory judgment action or any other
proceeding) seeking a determination of the Principal Property Cap
(including the amount thereof) and which of the U.S. Mine complexes
are Principal Properties (the "CNTA Issues"), and not later than
180 days following the petition date of the Chapter 11 Cases, the
Bankruptcy Court shall have entered an order determining the CNTA
Issues;

      -- not later than 210 days following the Petition Date, the
filing of an Acceptable Reorganization Plan (as defined below) and
related disclosure statement;

      -- not later than 270 days following the Petition Date, entry
of an order approving a disclosure statement for an Acceptable
Reorganization Plan;

      -- not later than 330 days following the Petition Date, the
entry of an order confirming an Acceptable Reorganization Plan; not
later than 360 days following the Petition Date, effectiveness of
an Acceptable Reorganization Plan.

"Acceptable Reorganization Plan" means a reorganization plan that
(i) provides for the termination of the commitments and the payment
in full in cash of the obligations under the DIP Credit Agreement
(other than contingent indemnification obligations for which no
claims have been asserted) on the consummation date of such
reorganization plan and (ii) provides for customary releases of the
DIP Agent, the DIP Lenders and the L/C Issuer and each of their
respective representatives, from any and all claims against the DIP
Agent, the DIP Lenders and the DIP L/C Issuer in connection with
the DIP Credit Agreement or the cases to the fullest extent
permitted by the Bankruptcy Code and applicable law.

A copy of the Superpriority Secured Debtor-In-Possession Credit
Agreement, dated as of April 18, 2016, by and among Peabody Energy
Corporation, the guarantors party thereto, the lenders party
thereto and Citibank, N.A. as Administrative Agent and L/C Issuer,
is available at http://is.gd/mzTgqx

                       About Peabody Energy

Headquartered in St. Louis, Missouri, Peabody Energy Corporation
claims to be the world's largest private-sector coal company.  As
of Dec. 31, 2014, the Company owned interests in 26 active coal
mining operations located in the United States (U.S.) and
Australia.  The Company has a majority interest in 25 of those
mining operations and a 50% equity interest in the Middlemount
Mine
in Australia.  In addition to its mining operations, the Company
markets and brokers coal from other coal producers, both as
principal and agent, and trade coal and freight-related contracts
through trading and business offices in Australia, China, Germany,
India, Indonesia, Singapore, the United Kingdom and the U.S.

Peabody posted a net loss of $1.988 billion for 2015, wider from
the net loss of $777 million in 2014 and the $513 million net loss
in 2013.

At Dec. 31, 2015, the Company had total assets of $11.02 billion
against $10.1 billion in total liabilities, and stockholders'
equity of $918.5 million.

On April 13, 2016, Peabody Energy Corp. and 153 affiliates filed
voluntary petitions for relief under Chapter 11 of the United
States Bankruptcy Code.  The 154 cases are pending joint
administration before the Honorable Judge Barry S. Schermer under
Case No. 16-42529 in the U.S. Bankruptcy Court for the Eastern
District of Missouri.

As of the Petition Date, PEC has approximately $4.3 billion in
outstanding secured debt obligations and $4.5 billion in
outstanding unsecured debt obligations.

The Debtors tapped Jones Day as general counsel; Armstrong,
Teasdale LLP as local counsel; Lazard Freres & Co. LLC and
investment banker Lazard PTY Limited as investment banker; FTI
Consulting, Inc., as financial advisors; and Kurtzman Carson
Consultants, LLC, as claims, ballot and noticing agent.

                           *     *     *

A copy of the affidavit in support of the first-day motions is
available for free at:

    http://bankrupt.com/misc/Peabody_7_1st_Day_Affidavit.pdf  


PITTSBURGH CORNING: Amended Plan Takes Effect, Exits Chapter 11
---------------------------------------------------------------
Pittsburgh Corning Corporation, a global manufacturer of
sustainable, high performance glass based products for the
building, energy and industrial markets, on April 27 disclosed that
its Modified Third Amended Plan of Reorganization ("POR" or "Plan")
has become effective as of April 27, 2016, and the Company has
emerged from Chapter 11 bankruptcy.  Pittsburgh Corning has
operated under asbestos-related Chapter 11 protection since April
16, 2000.

The Pittsburgh Corning Modified Third Amended POR establishes the
Pittsburgh Corning Asbestos Personal Injury Settlement Trust.
Scheduled to receive assets valued in excess of $3.5 billion, the
Trust will be among the largest asbestos trusts in the country.  It
assumes all asbestos-related liabilities related to Pittsburgh
Corning and resolves all asbestos personal injury claims, including
those filed in the future.  The Trust is to be funded by
contributions of Pittsburgh Corning, its shareholders (PPG
Industries Inc. and Corning Incorporated) and participating
insurance carriers.  Prior to emergence from Chapter 11, Pittsburgh
Corning and Pittsburgh Corning Europe were equity affiliates of PPG
Industries, Inc. and Corning, Inc. Effective April 27, 2016,
Pittsburgh Corning Corporation will be owned by the Pittsburgh
Corning Asbestos Personal Injury Settlement Trust. Pittsburgh
Corning Europe was not subject to Chapter 11, but its shares will
be contributed to the Trust as part of the Company's Plan of
Reorganization by early June 2016.

Pittsburgh Corning Corporation is the foremost global supplier of
premium quality, cellular glass insulation, with a unique
combination of properties that make it one of the highest
performing insulations materials available.  The Company's
FOAMGLAS(R) Insulation is used around the world as protection in
commercial building envelopes and in critical industrial processes,
including piping for oil and gas production and as the foundations
for liquid natural gas storage tanks.  The Company also produces
glass block products and windows for the residential and
architectural markets in the United States.

The Company's Modified Third Amended Plan of Reorganization was
confirmed by the U.S. Bankruptcy Court for the Western District of
Pennsylvania on May 24, 2013, and affirmed by the U.S. District
Court of Pennsylvania on September 30, 2014.  Appeals were finally
resolved on January 7, 2016, which allowed consummation of the
Plan.

Between 1962 and 1972, Pittsburgh Corning manufactured, marketed
and sold Unibestos, an asbestos pipe insulation product it acquired
from Union Asbestos and Rubber Company.  The Company was named as a
defendant in asbestos-related lawsuits, defending and resolving
more than 200,000 claims.  Pittsburgh Corning sought Chapter 11
protection in 2000, when it became apparent that defending and
settling an additional 235,000 pending claims would exhaust Company
resources before they could be resolved.

Pittsburgh Corning emerges from Chapter 11 protection having
reinvented its business.  Since its inception almost 80 years ago,
the privately held Pittsburgh Corning has grown to serve customers
globally.  Together with Pittsburgh Corning Europe, the Company
operates today as a single worldwide enterprise that is the world's
largest producer of environmentally advanced cellular glass
insulation and systems.  It operates insulation manufacturing
facilities in Sedalia, Missouri; Fresno, Texas; Tessenderlo,
Belgium; Klasterec, Czech Republic, and recently, began production
at its new, wholly owned state-of-the-art facility in Yantai,
China.  Glass block products are produced in Port Allegany,
Pennsylvania.

"During Chapter 11, Pittsburgh Corning operated with two major
objectives.  For the first five years, when emergence seemed to be
a few years in the offing, the Company focused on protecting and
preserving the assets, which would become part of the Asbestos
Trust.  When it became apparent that Pittsburgh Corning's time in
bankruptcy was going to be extended, our focus expanded to include
strategic actions designed to reinvent our business to better serve
customers worldwide and create a platform for sustained profitable
growth for our future shareholders," said James R. Kane, Chairman
and Chief Executive Officer of Pittsburgh Corning Corporation.
"[Wednes]day, Pittsburgh Corning has achieved both goals. After 16
years of operating under Chapter 11, the Asbestos Personal Injury
Settlement Trust can begin helping people and families.  The
Company has performed well and is eager to move past Chapter 11 and
toward a promising future."

Pittsburgh Corning has implemented strategic initiatives that have
improved service to customers and created shareholder value.
Significant capital investments have been made at plants in the
United States and Europe to improve safety and productivity and
reduce delivery time and costs.  With the addition of the new
operation in China, the Company's base of operations has expanded
to be closer to its customers on three continents.

"Pittsburgh Corning customers, employees, shareholders, suppliers
and business partners have been instrumental in keeping the Company
stable, competitive and growing during the past 16 years," said
Kane.  "We're grateful for all of our stakeholders, whose
unfaltering support has allowed Pittsburgh Corning to become a
world leader in the production of high performance, sustainable,
glass-based building materials that conserve energy, protect the
environment and enhance safety for millions of people around the
world."

Pittsburgh Corning FOAMGLAS(R) Insulation, in addition to its
energy-conserving characteristics, offers exceptional strength, is
waterproof and will not burn.  Billions of feet of FOAMGLAS(R)
Insulation have been installed throughout the world in thousands of
buildings and industrial plants.  Pittsburgh Corning offers a full
range of FOAMGLAS(R) products and technical consulting services for
building and industrial applications, including blocks in numerous
densities, boards for various building applications, fabricated and
tapered components, complex assemblies and a range of adhesives,
coatings, clips and jackets that create complete insulation
systems. The Company provides customer support, including technical
experts and training centers, on every continent.

              About Pittsburgh Corning Corporation

Pittsburgh Corning Corporation filed for Chapter 11 bankruptcy
protection (Bankr. W.D. Pa. Case No. 00-22876) on April 16, 2000,
to address numerous claims alleging personal injury from exposure
to asbestos.  At the time of the bankruptcy filing, there were
about 11,800 claims pending against the Company in state court
lawsuits alleging various theories of liability based on exposure
to Pittsburgh Corning's asbestos products and typically requesting
monetary damages in excess of $1 million per claim.

Judge Thomas Agresti handles the bankruptcy case.  Reed Smith LLP
serves as counsel and Deloitte & Touche LLP as accountants to the
Debtor.

The U.S. Trustee appointed a Committee of Unsecured Trade Creditors
on April 28, 2000.  The Bankruptcy Court authorized the retention
of Leech, Tishman, Fuscaldo & Lampl, LLC, as counsel to the
Committee of Unsecured Trade Creditors, and Pascarella & Wiker,
LLP, as financial advisor.

The U.S. Trustee also appointed a Committee of Asbestos Creditors
on April 28, 2000.  The Bankruptcy Court authorized the retention
of these professionals by the Committee of Asbestos Creditors: (i)
Caplin & Drysdale, Chartered as Committee Counsel; (ii) Campbell &
Levine as local counsel; (iii) Anderson Kill & Olick, P.C. as
special insurance counsel; (iv) Legal Analysis Systems, Inc., as
Asbestos-Related Bodily Injury Consultant; (v) defunct firm, L.
Tersigni Consulting, P.C. as financial advisor, and (vi) Professor
Elizabeth Warren, as a consultant to Caplin & Drysdale, Chartered.

The Asbestos Committee is presently represented by Douglas A.
Campbell, Esq., and Philip E. Milch, Esq., at Campbell & Levine,
LLC; and Peter Van N. Lockwood, Esq., Leslie M. Kelleher, Esq., and
Jeffrey A. Liesemer, Esq., at Caplin & Drysdale, Chartered.

On Feb. 16, 2001, the Court approved the appointment of Lawrence
Fitzpatrick as the Future Claimants' Representative.  The
Bankruptcy Court authorized the retention of Meyer, Unkovic & Scott
LLP as his counsel, Young Conaway Stargatt & Taylor, LLP, as his
special counsel, and Analysis, Research and Planning Corporation as
his claims consultant.  The FCR is presently represented by Joel M.
Helmrich, Esq., at Dinsmore & Shohl LLP; and James L. Patton, Jr.,
Esq., Edwin J. Harron, Esq., and Sara Beth A.R. Kohut, Esq., at
Young Conaway Stargatt & Taylor, LLP.

In 2003, a plan of reorganization was agreed to by various
parties-in-interest, but, on Dec. 21, 2006, the Bankruptcy Court
issued an order denying the confirmation of that plan, citing that
the plan was too broad in addressing independent asbestos claims
that were not associated with Pittsburgh Corning.

On Jan. 29, 2009, an amended plan of reorganization (the Amended
PCC Plan) -- which addressed the issues raised by the Court when it
denied confirmation of the 2003 Plan -- was filed with the
Bankruptcy Court.

As reported by the TCR on April 25, 2012, Pittsburgh Corning, which
is a joint venture between Corning Inc. and PPG Industries Inc.,
filed another amendment to its reorganization plan.

PCC's balance sheet at Sept. 30, 2012, showed $29.4 billion in
total assets, $7.52 billion in total liabilities and $21.9 billion
in total equity.


POSTROCK ENERGY: Sec. 341 Meeting Set for May 2
-----------------------------------------------
The U.S. Trustee has scheduled the Sec. 341(a) meeting of creditors
of PostRock Energy Corp., et al., on May 2, 2016, at 2:00 P.M. at
the 1st Floor, Room 113, 215 Dean A. McGee Avenue, Oklahoma City,
Okla.

                      About PostRock Energy

Headquartered in Oklahoma City, Oklahoma, PostRock Energy
Corporation, PostRock Energy Services Corporation, PostRock
MidContinent Production LLC, PostRock Eastern Production, LLC,
PostRock Holdco, LLC, and STP Newco, Inc. are engaged in the
acquisition, exploration, development, production and gathering of
crude oil and natural gas.  The Debtors' primary production
activity is focused in the Cherokee Basin, a 15-county region in
southeastern Kansas and northeastern Oklahoma.  The Debtors have
approximately 129 employees.

PostRock Energy, et al., filed Chapter 11 bankruptcy petitions
(Bankr. W.D. Okla. Lead Case No. 16-11230) on April 1, 2016.  Clark
Edwards signed the petitions as president.  The Debtors estimated
assets in the range of $10 million to $50 million and debt of up to
$100 million.

Crowe & Dunlevy, P.C. serves as the Debtors' counsel.

Judge Sarah A. Hall is assigned to the cases.


POSTROCK ENERGY: Stephen Moriarty Appointed as Chapter 11 Trustee
-----------------------------------------------------------------
Judge Sarah A. Hall approved the application of the U.S. Trsutee to
appoint Stephen J. Moriarty as Chapter 11 Trustee of PostRock
Energy Corporation.

Mr. Moriarty can be contacted at:

         Stephen J. Moriarty, Esq.
         Fellers Snider
         100 N. Broadway, Suite 1700
         Oklahoma City, OK 73102-9211
         Tel: (405) 232-0621
         Fax: (405) 232-9659
         Email: SMoriarty@FellersSnider.com

The U.S. Trustee is represented by:

         Marjorie J. Creasey, Esq.
         Charles E. Snyder, Esq.
         Office of the United States Trustee
         215 Dean A. McGee, Fourth Floor
         Oklahoma City, OK 73102
         Tel: (405) 231-4393
         Fax: (405) 231-5958
         E-mail: Marjorie.Creasey@usdoj.gov
                 Charles.Snyder@usdoj.gov

Citibank N.A. previously filed a motion to appoint a Chapter 11
Trustee in the Chapter 11 case of PostRock Energy Corporation and
its affiliates.  No objections were filed to the motion.

                      About PostRock Energy

Headquartered in Oklahoma City, Oklahoma, PostRock Energy
Corporation, PostRock Energy Services Corporation, PostRock
MidContinent Production LLC, PostRock Eastern Production, LLC,
PostRock Holdco, LLC, and STP Newco, Inc. are engaged in the
acquisition, exploration, development, production and gathering of
crude oil and natural gas.  The Debtors' primary production
activity is focused in the Cherokee Basin, a 15-county region in
southeastern Kansas and northeastern Oklahoma.  The Debtors have
approximately 129 employees.

PostRock Energy, et al., filed Chapter 11 bankruptcy petitions
(Bankr. W.D. Okla. Lead Case No. 16-11230) on April 1, 2016.  Clark
Edwards signed the petitions as president.  The Debtors estimated
assets in the range of $10 million to $50 million and debt of up to
$100 million.

Crowe & Dunlevy, P.C. serves as the Debtors' counsel.

Judge Sarah A. Hall is assigned to the cases.


PRIMORSK INT'L: Asks Court to Extend Plan Exclusivity to Sept. 12
-----------------------------------------------------------------
Primorsk International Shipping Limited and certain of its
affiliated debtors ask the U.S. Bankruptcy Court for the Southern
District of New York to:

     -- extend the exclusive  period to file a chapter 11 plan for
each Debtor through and including September 12, 2016, and

     -- extend the exclusive period to solicit acceptances of a
chapter 11 plan of each Debtor through and including November 10,
2016.

The Debtors have made substantial progress in the first three
months of these chapter 11 cases, preserving the value of the
Debtors' business during the transition to
operating in chapter 11 and exploring strategic alternatives for
their restructuring in consultation with key stakeholders.
Specifically, the Debtors have, among other things:  

     a. worked closely with their suppliers, service providers and
charter counterparties to minimize the impact of these chapter 11
cases on their day-to-day operations;

     b. negotiated with their prepetition secured lenders regarding
the consensual use of cash collateral on both an interim and final
basis, and the granting of adequate protection;

     c. prepared and filed their schedules of assets and
liabilities and statements of financial affairs;  

     d. established a bar date for the filing of prepetition claims
and implemented notice procedures approved by the Court; and

     e. prepared a going-concern plan of reorganization and related
disclosure statement that, although not consensual with their
prepetition secured lenders and subsequently withdrawn, may provide
the basis for a consensual deal in the future, in the event some or
all of the vessels are retained by a reorganized debtor.

In addition, although the Debtors have made no definitive decision
on how to resolve these chapter 11 cases, the Debtors have engaged
their stakeholders in substantial
discussion regarding various restructuring alternatives, and have
determined that it is in the best interests of the Debtors' estates
and creditors to pursue a potential sale of the Debtors' nine
vessels at this time.  The Debtors have proposed and agreed with
counsel to the Agents to appoint Clarksons Platou AS as the broker
in connection with such potential sale.

Clarksons' retention as the Debtors' broker was approved by the
Court on April 20, 2016.  Additionally, on April 19, 2016, the
Debtors filed a motion seeking the Court's approval of the Debtors'
proposed bid procedures for the marketing and potential sale of
some or all of the vessels.

The Debtors' proposed marketing process and bid procedures were
developed in close discussion with Nordea Bank Norge ASA, in its
capacity as agent and security trustee (the "Facility Agent") under
that certain secured loan facility agreement, dated January 2, 2008
(as amended from time to time) relating to a $530 million secured
loan facility, and BNP Paribas, in its capacity as agent (the "Swap
Agent") under the swap facility agreement, dated June 7, 2011 (as
amended from time to time) relating to a $7.5 million swap loan
facility.  

The Debtors also consulted Novatek Gas & Power GmbH, the charterer
of seven of the Debtors' nine vessels and the commercial manager of
one of the Debtors' vessels, regarding the bid procedures.  The
Debtors believe that pursuing a sale in accordance with the
proposed bid procedures will, at this time, among other things,
provide the best opportunity to maximize the value of the Debtors'
vessels in a manner that has the support of the Debtors' economic
stakeholders.

The Debtors believe that the vessels may prove attractive to
potential buyers in the product tanker and crude oil tanker
industry, and that the sale of the vessels may
generate significant proceeds for the benefit of the Debtors'
estates.  The Debtors thus intend at this time to focus their
restructuring efforts on conducting a value-maximizing marketing
process and, based on the outcome of the marketing process, will
proceed with the development, filing and implementation of an
appropriate chapter 11 plan.  Clarksons has already commenced the
marketing process, and several interested parties have already
executed confidentiality agreements.

The Debtors understand that various parties may be interested in
bidding on or financing bids for the Debtors' vessels, including
affiliates of certain prepetition secured lenders.  The proposed
bid procedures specify that any discretion or decision reserved for
the Debtors under the bid procedures shall rest with the chief
restructuring officer, reporting directly to the independent
directors of Primorsk.  The Debtors believe the independence of the
sale process essential to maximizing distributable value.

A hearing on the request is set for May 10, 2016 at 3:00 p.m.

Counsel to the Debtors:

     Andrew G. Dietderich, Esq.
     Brian D. Glueckstein, Esq.
     Alexa J. Kranzley, Esq.
     SULLIVAN & CROMWELL LLP
     125 Broad Street
     New York, NY 10004
     Telephone: (212) 558-4000
     Facsimile: (212) 558-3588
     E-mail: dietdericha@sullcrom.com
             gluecksteinb@sullcrom.com
             kranzleya@sullcrom.com

                    About Primorsk International

Headquartered in Nicosia, Cyprus, Primorsk International Shipping
Limited (Prisco) aka PISL operates a fleet of ice-class oil
tankers
in the Arctic.  It was founded in 2004 and is owned by Apington
Investments, a British Virgin Islands holding company, which is
controlled by Russian native Alexander Kirilichev.

Primorsk sought Chapter 11 bankruptcy protection (Bankr. S.D.N.Y.
Case No. 16-10073) in New York, in the U.S., on Jan. 15, 2016.
Affiliates Boussol Shipping Limited, Malthus Navigati on Limited,
Jixandra Shipping Limited, Levaser Navigation Limited, Hermine
Shipping Limited, Laperouse Shipping Limited (Bankr. S.D.N.Y. Case
No. 16-10079), Prylotina Shipping Limited, Baikal Shipping Ltd,
and
Vostok Navigation Ltd. also filed separate Chapter 11 bankruptcy
petitions.  The bankruptcy petitions were signed by Holly Felder
Etlin, chief restructuring officer.  Judge Martin Glenn presides
over the cases.

The Debtor disclosed total assets of $6,018,821 and total
liabilities of $351,352,076 as of the Chapter 11 filing.

Andrew G. Dietderich, Esq., at Sullivan & Cromwell LLP serves as
the Debtors' bankruptcy counsel.  AlixPartners, LLP, is the
Debtors' financial and restructuring advisor.

No creditors' committee, trustee or examiner has been appointed in
these chapter 11 cases.


PRUCRES INC: MP's Bid to Dismiss Objection to Claim No. 3 Denied
----------------------------------------------------------------
Judge Robert E. Nugent of the United States Bankruptcy Court for
the District of Kansas denied Creditor MP Property Partners - 90
Acres, LLC's Motion to Dismiss Debtor Prucres, Inc.'s Objection to
Claim No. 3 and granted the Debtor's Motion to Allow Claim
Objection out of time.

MP and Prucres entered into a Tenancy in Common Agreement under
which they acquired a large tract of undeveloped real estate in
Santa Clarita, California. Their respective interests in the land
were to be determined by the provisions of that agreement. MP also
loaned Prucres money, secured by a deed of trust on its tenancy in
common interest. When MP's and Prucres' principals fell out,
litigation ensued in California in May of 2013 and, in February of
2014, Prucres filed this chapter 11 case, scheduling MP`s claim as
unliquidated and disputed. On March 20, 2014, MP filed its proof of
claim.  Prucres claimed it owed MP nothing and telegraphed that it
would object to MP's claim.

A full-text copy of the Order dated March 24, 2016 is available at
http://is.gd/9pOt0qfrom Leagle.com.

The case is IN RE: PRUCRES, INC., Debtor, Case No. 14-10284 (Bankr.
D. Kansas).

Prucres Inc, Debtor, is represented by Nicholas R. Grillot, Esq. --
ngrillot@hinklaw.com -- Hinkle Law Firm, LLC.

U.S. Trustee, U.S. Trustee, is represented by Richard A. Wieland,
Office of U. S. Trustee.


QSL OF MEDINA: FNB, Plur Appointed to Creditors' Committee
----------------------------------------------------------
The U.S. Trustee for Region 9 on April 26 appointed Farmers
National Bank of Canfield and Plur Inc. to the official committee
of unsecured creditors of QSL of Medina Inc.

FNB and Plur replaced Campana Properties Inc. and Sandusky Bay Co.
Ltd., according to a court filing.

The committee is now composed of:

     (1) University Quaker Steak & Lube LLC
         c/o Carl B. Harman
         1024 Pleasant Valley Road
         Harrisonburg, VA 22801
         Phone: (540) 434-4459
         Fax: (540) 434-4209

     (2) Farmers National Bank of Canfield
         c/o Thomas William Ogg
         20 South Broad Street
         Canfield, OH 44406
         Phone: (330) 702-7233
         Fax: (330) 533-6365

     (3) Plur Inc.
         c/o Christopher John Marshall
         70 Bierce Street
         Tallmadge, OH 44278
         Phone: (330) 687-7587
         Fax: (330) 633-5360

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

                       About QSL of Medina

QSL of Medina Inc. sought protection under Chapter 11 of the
Bankruptcy Code in the U.S. Bankruptcy Court for the Northern
District of Ohio (Akron) (Case No. 15-52722) on November 16, 2015.
The petition was signed by Greg Lippert, CEO and president.

The Debtor is represented by Michael J. Kaczka, Esq., and Scott N.
Opincar, Esq., at McDonald Hopkins LLC. The case is assigned to
Judge Alan M. Koschik.

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


QUICKSILVER RESOURCES: Inks New Exec Officer Compensation Deals
---------------------------------------------------------------
Quicksilver Resources Inc. entered into new compensation
arrangements with:

     1. Glenn Darden, the President and Chief Executive Officer of
the Company,

     2 Vanessa LaGatta, the Senior Vice President - Chief Financial
Officer and Treasurer of the Company,

     3. Romy Massey, the Vice President - Chief Accounting Officer
of the Company, and

     4. Anne Self, the Vice President - Human Resources of the
Company

pursuant to which each of these executive officers will perform
services for the Company on an hourly basis at an hourly rate.
Under the new compensation arrangements, which were effective on
April 16, 2016:

     -- Mr. Darden will be paid $550 per hour;

     -- Ms. LaGatta will be paid $500 per hour, provided that in no
calendar week will she receive less than a specified minimum gross
weekly compensation ranging from $10,000 to $20,000 per calendar
week between the Effective Date and August 5, 2016;

     -- Ms. Massey will be paid $400 per hour, provided that in no
calendar week will she receive less than a specified minimum gross
weekly compensation ranging from $8,000 to $16,000 per calendar
week between the Effective Date and August 5, 2016; and

     -- Ms. Self will be paid $375 per hour, provided that in no
calendar week will she receive less than a specified minimum gross
weekly compensation ranging from $3,750 to $15,000 per calendar
week between the Effective Date and August 5, 2016.


                 About Quicksilver Resources

Quicksilver Resources Inc. (OTCQB: KWKA) is an exploration and
production company engaged in the development and production of
long-lived natural gas and oil properties onshore North America.
Based in Fort Worth, Texas, the company claims to be a leader in
the development and production from unconventional reservoirs
including shale gas, and coal bed methane.  Following more than 30
years of operating as a private company, Quicksilver became public
in 1999.

The Company has U.S. offices in Fort Worth, Texas; Glen Rose,
Texas; Steamboat Springs, Colorado; Craig, Colorado and Cut Bank,
Montana.  The Company's Canadian subsidiary, Quicksilver Resources
Canada Inc. is headquartered in Calgary, Alberta.

On March 17, 2015, Quicksilver Resources Inc. and certain of its
affiliates filed voluntary petitions for relief under Chapter 11
of
the Bankruptcy Code in Delaware.  Quicksilver's Canadian
subsidiaries were not included in the chapter 11 filing.

The Company's legal advisors are Akin Gump Strauss Hauer & Feld
LLP
in the U.S. and Bennett Jones in Canada.  Richards Layton &
Finger,
P.A., is legal co-counsel in the Chapter 11 cases.  Houlihan Lokey
Capital, Inc., is serving as financial advisor.  Garden City Group
Inc. is the claims and noticing agent.

The Company's balance sheet at Dec. 31, 2014, showed $1.21 billion
in total assets, $2.35 billion in total liabilities and a
stockholders' deficit of $1.14 billion.

The U.S. Trustee for Region 3 appointed five creditors of
Quicksilver Resources Inc. to serve on the official committee of
unsecured creditors.

                           *     *     *

The Debtors won approval to sell substantially all assets to
BlueStone Natural Resources II, LLC.  BlueStone offered $240
million to acquire Quicksilver's oil and gas assets located in the
Barnett Shale in the Fort Worth basin of North Texas, and $5
million for those assets located in the Delaware basin in West
Texas.


QUICKSILVER RESOURCES: Stan Page Removed as SVP for US Operations
-----------------------------------------------------------------
Quicksilver Resources Inc. disclosed in a regulatory filing with
the Securities and Exchange Commission that in connection with the
closing of the disposition of substantially all of the Company's
U.S. oil and gas assets, on April 13, 2016, Stan Page was removed
from the office of Senior Vice President - U.S. Operations of the
Company, effective April 15, 2016.

                 About Quicksilver Resources

Quicksilver Resources Inc. (OTCQB: KWKA) is an exploration and
production company engaged in the development and production of
long-lived natural gas and oil properties onshore North America.
Based in Fort Worth, Texas, the company claims to be a leader in
the development and production from unconventional reservoirs
including shale gas, and coal bed methane.  Following more than 30
years of operating as a private company, Quicksilver became public
in 1999.

The Company has U.S. offices in Fort Worth, Texas; Glen Rose,
Texas; Steamboat Springs, Colorado; Craig, Colorado and Cut Bank,
Montana.  The Company's Canadian subsidiary, Quicksilver Resources
Canada Inc. is headquartered in Calgary, Alberta.

On March 17, 2015, Quicksilver Resources Inc. and certain of its
affiliates filed voluntary petitions for relief under Chapter 11
of
the Bankruptcy Code in Delaware.  Quicksilver's Canadian
subsidiaries were not included in the chapter 11 filing.

The Company's legal advisors are Akin Gump Strauss Hauer & Feld
LLP
in the U.S. and Bennett Jones in Canada.  Richards Layton &
Finger,
P.A., is legal co-counsel in the Chapter 11 cases.  Houlihan Lokey
Capital, Inc., is serving as financial advisor.  Garden City Group
Inc. is the claims and noticing agent.

The Company's balance sheet at Dec. 31, 2014, showed $1.21 billion
in total assets, $2.35 billion in total liabilities and a
stockholders' deficit of $1.14 billion.

The U.S. Trustee for Region 3 appointed five creditors of
Quicksilver Resources Inc. to serve on the official committee of
unsecured creditors.

                           *     *     *

The Debtors won approval to sell substantially all assets to
BlueStone Natural Resources II, LLC.  BlueStone offered $240
million to acquire Quicksilver's oil and gas assets located in the
Barnett Shale in the Fort Worth basin of North Texas, and $5
million for those assets located in the Delaware basin in West
Texas.


RAAM GLOBAL: Blackhill Partners Completes Restructuring
-------------------------------------------------------
Blackhill Partners, an investment bank specializing in complex
situations, has completed the reorganization of RAAM Global Energy
Company, guiding the company through a pre-negotiated chapter 11
bankruptcy in under 100 days.  RAAM engaged Blackhill Partners as a
restructuring advisor and chief restructuring officer for the
financial and operational reorganization.

Led by Managing Director Jim Latimer, the Blackhill Partners team
managed cash, reduced expenses, and consolidated operations.
Blackhill guided a sale process and managed the transfer of RAAM's
onshore and offshore assets to the senior secured lender.  Mr.
Latimer served as Chief Restructuring Officer for the period
leading up to the filing through plan confirmation.

"RAAM has a good management team and good assets, but had a capital
structure that was unsustainable with oil in the $30's," said Mr.
Latimer.  "Blackhill's job was to help make and implement the tough
decisions swiftly and then develop a plan of reorganization that
everyone could accept.  This minimized costs and enabled them to
emerge as a stronger, leaner organization. RAAM benefited from the
Blackhill team's broad industry knowledge and specific experience
in energy restructurings, which enabled us to complete the
reorganization in reasonably short order."

RAAM was a Delaware corporation with public debt and is now known
as Upstream Exploration LLC, engaged in the exploration,
development, production, exploitation and acquisition of oil and
natural gas properties.  The company's producing assets were
located offshore in the Gulf of Mexico and onshore in Louisiana,
Texas, Oklahoma and California.  Other members of the Blackhill
team serving RAAM included Joe Stone, Managing Director, Joel
Brown, Vice President, and Matt Denny, Associate.  Harry Perrin,
Partner of law firm Vinson & Elkins, assisted by Senior Associate
Brad Foxman and Associate Reece O'Connor, served as counsel to
RAAM.

                    About Blackhill Partners

Headquartered in Dallas, Texas, Blackhill Partners, LLC --
http://www.blackhillpartners.com-- is an investment bank
specializing in complex situations.  Blackhill's professionals have
advised Fortune 500 and middle-market companies on over $100
billion of mergers, acquisitions, financings and restructurings
across a broad range of industries, with particular depth in energy
and industrial businesses.

                      About RAAM Global

RAAM Global Energy Company, Century Exploration New Orleans, LLC,
Century Exploration Houston, LLC, and Century Exploration
Resources, LLC filed Chapter 11 bankruptcy petitions (Bankr. S.D.
Tex. Lead Case No. 15-35615) on Oct. 26, 2015.  The petitions were
signed by James R. Latimer as chief restructuring officer.

RAAM Global is an independent oil and natural gas exploration and
production company engaged in the exploration, development,
production, exploitation, and acquisition of oil and natural gas
properties.

The Debtors estimated assets of more than $50 million and
liabilities in the range of $100 million to $500 million.

The Debtors listed unsecured trade and vendor claims in the
aggregate amount of $3.3 million.

The U.S. Trustee named Montco Oilfield Contractors, LLC, Island
Operating Company, Inc., and Quality Energy Services, Inc. as
members to an Official Committee of Unsecured Creditors.


RAHMANIA PROPERTIES: Wants Plan Exclusivity Extended to Aug. 23
---------------------------------------------------------------
Rahmania Properties LLC asks the U.S. Bankruptcy Court for the
Eastern District of New York to further extend the time within
which the Debtor has the exclusive right to file a plan of
reorganization and to solicit acceptances with respect thereto for
120 days through and including August 23, 2016 and October 21,
2016, respectively.

The Debtor's Exclusivity Period and Acceptance Period expire April
25, 2016, and June 23, 2016, respectively, absent an extension.

This is the Debtor's second request for an extension of the
Exclusive Periods.  

The Debtor has been in bankruptcy for approximately eight months.
During this period of time the Debtor, the Debtor has been focused
on operating its business.  To that end, the Debtor is current on
its obligations to the secured lender under the interim cash
collateral order and continues to operate pursuant to the interim
cash collateral order.  The Debtor has been operating at a profit
as reflected in its filed operating reports, even after payment of
adequate protection and without access to rents that are not
currently in the Debtor's control because of pending action.

The focus of the Debtor's bankruptcy is on resolving two issues
that will impact the Debtor's reorganization.  The first is a
resolution of the Debtor's primary secured claim held by 74th
Street Funding Inc.  The Debtor has had some negotiations with 74th
Street with respect to resolving their claim, however, they have
yet to come to a resolution.  74th Street has filed a motion to
have this Court determine the amount of its claim.  The Debtor is
not opposed to having this Court determine the amount of the claim,
but will endeavor to seek a consensual resolution of 74th Street's
claim.  To the extent such a resolution cannot be reached, the
Debtor intends to file responsive papers to 74th Street's motion.

The Debtor's second issue is to resolve the litigation pending
against Mohammed M. Rahman, who commenced litigation seeking to
assert a constructive trust on the Debtor's Property and a 50%
ownership interest in the Debtor.  That action captioned Mohammed
M. Rahman v. Rahmania Properties et al., Supreme Court of the State
of New York, County of Queens, bearing Index No. 8960/2013 was
recently removed to this Court on March 2, 2016.  The Debtor had
its initial pre-trial conference on April 5, 2016.  The Debtor is
currently negotiating a scheduling order with opposing counsel,
which both sides hope to submit to the Court as soon as possible.
Once a scheduling order is agreed to, the Debtor will seek
discovery in the hopes of attempting to resolve the Action as
expeditiously as possible.  If the Action is resolved in the
Debtor's favor, the Debtor will now have access to a two additional
rental units -- one commercial space and one residential unit.
These two additional spaces can then be rented out at fair market
value and contribute additional funds to the Debtor's
reorganization.

The Debtor submits that resolving 74th Street's claim and resolving
the Action are sufficient obstacles that need to be resolved before
the Debtor is in a position to propose a confirmable plan of
reorganization.  The Debtor is working diligently to resolve both
outstanding issues.  Once these issues are resolved, the Debtor
will still need to evaluate its business operations and then
negotiate with its other creditors and review all claims submitted
by the bar date set by the Debtor and approved by the Court on
January 7, 2016.

A hearing on the request is set for May 20, 2016 at 10:30 a.m.

Rahmania Properties LLC, owns and operates a mixed-use property
located at 40-32/34/36 74th Street, Queens, New York.  Rahmania
Properties filed a Chapter 11 petition (Bankr. E.D.N.Y. Case No.
15-43971) on August 28, 2015, listing $6.8 million in assets and
$3.3 million in liabilities.  The petition was signed by Mohammed A
Rahman, president.

Hon. Elizabeth S. Stong presides over the case.  The Debtor is
represented by Arnold Mitchell Greene, Esq., at Robinson Brog
Leinwand Greene Genovese & Gluck P.C.


RESIDENTIAL CAPITAL: Court Disallows Claim No. 3695
---------------------------------------------------
Judge Martin Glenn of the U.S. Bankruptcy Court for the Southern
District of New York sustained the ResCap Borrower Claims Trust's
Supplemental Objection in Support of its Objection to Proof of
Claim No. 3695 Filed on Behalf of Rosalind Alexander-Kasparik, and,
accordingly, disallowed and expunged Claim No. 3695 against Debtor
GMAC Mortgage, LLC.

A full-text copy of Judge Glenn's April 26, 2016 Memorandum Opinion
and Order is available at
http://bankrupt.com/misc/RESCAP98650426.pdf

Appearances were made by:

          Norman S. Rosenbaum, Esq.
          Jordan A. Wishnew, Esq.
          Benjamin W. Butterfield, Esq.
          MORRISON & FOERSTER LLP
          Attorneys for ResCap Borrower Claims Trust
          250 West 55th Street
          New York, New York 10019
          E-mail: nrosenbaum@mofo.com
                  jwishnew@mofo.com
                  bbutterfield@mofo.com

             -- and --

          Allan O. Cate, Esq.
          CATE LEGAL GROUP
          Attorneys for Rosalind Alexander-Kasparik
          7710 Balboa Avenue, Suite 316
          San Diego, CA 92111

              About Residential Capital

Residential Capital LLC, the unprofitable mortgage subsidiary of
Ally Financial Inc., filed for bankruptcy protection (Bankr.
S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012. Neither Ally
Financial nor Ally Bank is included in the bankruptcy filings.

ResCap, one of the country's largest mortgage originators and
servicers, was sent to Chapter 11 with 50 subsidiaries amid
"continuing industry challenges, rising litigation costs and
claims, and regulatory uncertainty," according to a company
statement.

ResCap disclosed $15.7 billion in assets and $15.3 billion in
liabilities at March 31, 2012.

Centerview Partners LLC and FTI Consulting are acting as financial
advisers to ResCap. Morrison & Foerster LLP is acting as legal
adviser to ResCap. Curtis, Mallet-Prevost, Colt & Mosle LLP is
the conflicts counsel. Rubenstein Associates, Inc., is the
public relations consultants to the Company in the Chapter 11
case. Morrison Cohen LLP is advising ResCap's independent
directors. Kurtzman Carson Consultants LLP is the claims and
notice agent.

Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves
as counsel to Ally Financial.

ResCap sold most of the businesses for a combined $4.5 billion.
The Bankruptcy Court in November 2012 approved ResCap's sale of
its mortgage servicing and origination platform assets to Ocwen
Loan Servicing, LLC and Walter Investment Management Corporation
for $3 billion; and its portfolio of roughly 50,000 whole loans
to Berkshire Hathaway for $1.5 billion.

Judge Martin Glenn in December 2013 confirmed the Joint Chapter 11
Plan co-proposed by Residential Capital and the Official Committee
of Unsecured Creditors.


REXFORD PROPERTIES: Court Set to Hear USF&G Bid to Disallow Claims
------------------------------------------------------------------
A U.S. bankruptcy court is set to hear the motions of United States
Fidelity & Guaranty Co. to disallow four claims filed against
Rexford Properties LLC.

The U.S. Bankruptcy Court for the Central District of California
will take up the motions at a hearing on May 27.

The unsecured claims totaling $18.8 million were filed by 1979
Ehrlich Investment Trust, Lee Investment Company LP, Lurline
Gardens Limited Housing Partnership, and Rexford Development Corp.

According to USF&G, each of the claims "lacks the appropriate
backup documentation" to support the creditors' assertion that the
amounts stated are accurate or that Rexford is obliged to pay those
claims.

Separately, Rexford has filed an objection to USF&G's unsecured
claim in the amount of $1.9 million.  In its objection, Rexford
proposed that the allowance of USF&G's claim should be resolved by
the ruling of the appellate court where the company filed an
appeal.

Rexford had earlier appealed a ruling issued in favor of USF&G by
the Los Angeles Superior Court, which oversees the case filed by
the claimant against the company.

                    About Rexford Properties

Rexford Properties LLC is a California limited liability company
that owns the Island Waterpark in Fresno, California.  The
Waterpark is a family friendly water-themed amusement park
featuring a variety of rides and attractions including a wave park,
a lazy river, a three story water slide, and other attractions for
both children and adults.  The Waterpark is located on a plot of
land off Highway 99 and Shaw Avenue in Fresno.  Rexford owns the
underlying land and the improvements and other assets of the
Waterpark, and utilizes the assistance of third party
manager/independent contractor to operate the Waterpark.

Rexford Properties LLC filed for Chapter 11 protection (Bank. C.D.
Cal. Case No. 15-12116) on June 16, 2015.  The petition was signed
by Lisa Ehrlich, managing member.  Bankruptcy Judge Martin R.
Barash presides over the case.

The Debtor disclosed total assets of $1,107,620 plus an unknown
amount and total liabilities of $12,883,441.

Prepetition, the Debtor obtained a series of loans from companies
related to the Ehrlich family to construct the Waterpark, but all
were unsecured.  The only secured loan that the Debtor has is the
postpetition debtor-in-possession loan approved by the Court in an
order entered Dec. 31, 2015.  The lender under the DIP Loan is The
1979 Ehrlich Investment Trust, and the total maximum principal
balance of the DIP Loan is $2 million.

Michael M. Lauter, Esq., at Sheppard Mullin Richter & Hampton LLP,
represents the Debtor in its restructuring effort.


ROCKY ASPEN: 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 Rocky Aspen, LLC.

Rocky Aspen, LLC, sought protection under Chapter 11 of the
Bankruptcy Code in the U.S. Bankruptcy Court for the District of
Colorado (Denver) (Case No. 16-12194) on March 11, 2016. The
petition was signed by Stephen Goglia, co-manager of Rocky Aspen,
LLC.

The Debtor is represented by David M. Miller, Esq., at Berenbaum
Weinshienk. The case is assigned to Judge Elizabeth E. Brown.

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


RST CRANES: U.S. Trustee Forms 3-Member Creditors' Committee
------------------------------------------------------------
The Office of the U.S. Trustee on April 26 appointed three
creditors of RST Cranes, Inc., to serve on the official committee
of unsecured creditors.

The committee members are:

     (1) Computronics
         Representative: Alfredo Yttesen
         PO BOX 1086
         Tehachapi, CA 93581-1086

     (2) Harvest Energy Services, Inc.
         Representative: Michael Rucker
         2690 Center Green Ct., #202
         Boulder, CO 80301

     (3) Tyack's Tires, Inc.
         Representative: Dawn Brooks
         211 Sumner St.
         Bakersfield, CA 93305

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

                       About RST Cranes, Inc.

RST Cranes, Inc. sought protection under Chapter 11 of the
Bankruptcy Code in the U.S. Bankruptcy Court for the Eastern
District of California (Fresno) (Case No. 16-10954) on March 24,
2016. The petition was signed by Richard Torres, Jr., president.

The Debtor is represented by Leonard K. Welsh, Esq., at the Law
Offices of Leonard K. Welsh. The case is assigned to Judge Fredrick
E. Clement.

The Debtor disclosed total assets of $2.52 million and total debts
of $2.20 million.


SAC II: Case Closed After Finding Case Fully Administered
---------------------------------------------------------
The U.S. Bankruptcy Court for the District of Nevada has closed the
Chapter 11 case of SAC II without prejudice to the reopening of
this case for further administration after finding that continuing
jurisdiction is no longer necessary and that the case has been
fully administered.

                          About SAC II

Reno, Nevada-based SAC II filed for Chapter 11 bankruptcy
protection on April 20, 2010 (Bankr. D. Nev. Case No. 10-51440).
Sallie B. Armstrong, Esq., who has an office in Reno, Nevada,
assists the Debtor in its restructuring effort.  The Debtor listed
$10,000,001 to $50,000,000 in assets and $1,000,001 to $10,000,000
in liabilities.

Affiliates, Specialty Trust, Inc., and Specialty Acquisition Corp.,
filed separate Chapter 11 petitions.


SADDLE CREEK: Tex. App. Junks Summary Judgment on Leases
--------------------------------------------------------
In the ALLEGIANCE EXPLORATION, LLC, ENEXCO, INC., CENTENNIAL GROUP,
LLC, AND KINGSWOOD HOLDINGS, LLC, Appellants, v. CHARLES CHANDLER
DAVIS, FABDA, INC., THOMAS M. MCMURRAY, AS TRUSTEE OF THE TMM
FAMILY TRUST, AND NASA ENERGY CORP. A/K/A NASA EXPLORATION,
INCORPORATED, Appellees, No. 02-13-00349-CV, the Court of Appeals
of Texas, Second District, Fort Worth, reversed the trial court's
judgment and sustained the Allegiance parties' first issue in part,
their second issue, and their third issue in part.

This summary judgment appeal involves three successive mineral
leases on a tract of land, multiple conveyances of the leased
property, and one gas well. The dispute among the parties is about
which of the three leases are still live.

A full-text copy of the Memorandum Opinion dated March 24, 2016 is
available at http://is.gd/YqwJgBfrom Leagle.com.


SOUTHCROSS HOLDINGS: S&P Withdraws 'D' Corporate Credit Rating
--------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its 'D' corporate
credit and issue-level ratings on Dallas-based midstream energy
partnership Southcross Holdings Borrower L.P. at the issuer's
request.  The partnership exited from bankruptcy on April 13, 2016.


SOUTHEAST POWERGEN: S&P Puts 'BB' Rating on CreditWatch Negative
----------------------------------------------------------------
Standard & Poor's Ratings Services said that it placed its 'BB'
rating on Southeast PowerGen LLC on CreditWatch with negative
implications.  The recovery rating of '2' is unchanged, indicating
S&P's expectation for substantial (70%-90%; higher end of the
range), recovery in a default scenario.

"The CreditWatch placement stems from the inability of Southeast
PowerGen LLC to recontract its Effingham plant in early 2016.  When
we originally rated the project in late 2014, we had assumed that
Effingham and Sandersville would have recontracted at prices of
$6.00/kilowatt (kW) month and $2.50/kW month, respectively, and
that this would have limited market risk to a significant degree.
However, since then, market power prices throughout the U.S. have
collapsed on lower than expected demand and winnowing natural gas
prices.  These two assets are now largely exposed to market
conditions, and they operate in a market that is somewhat less
liquid, with less pricing visibility, than the Electric Reliability
Council of Texas or the PJM Interconnection market.  We note,
however, that the issuer retains the option to contract these
assets again, but doing so might mean accepting a lower than
desirable price, potentially foregoing the benefits of future
improvements in the market," S&P said.

"We will determine how much cash flow volatility we could expect to
see under a stressed market scenario, noting that less of the
portfolio is now contracted.  Similarly, we will identify how much
weaker debt service coverage ratios are now, with weaker expected
power pricing and less thorough contracting.  Beyond that, we will
likely consider the extent to which recovery prospects could be
weakened," said Standard & Poor's credit analyst Michael Ferguson.



SPINNERT ACQUISITIONS: April 28 Meeting Set to Form Creditors Panel
-------------------------------------------------------------------
Tracy Hope Davis, Acting United States Trustee for Region 17, will
hold an organizational meeting on April 28, 2016, at 10:00 a.m. in
the bankruptcy case of Spinnert Acquisitions LLC.

The meeting will be held at:

         Office of the U.S. Trustee
         280 S. First St., Rm. 268
         San Jose, CA 95113

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.



SPORTS AUTHORITY: Abandons Reorganization, To Pursue Liquidation
----------------------------------------------------------------
Peg Brickley, writing for Dow Jones' Daily Bankruptcy Review,
reported that Sports Authority has abandoned hope of reorganizing
and exiting bankruptcy and instead will count on buyers to save
parts of its sprawling retail chain, company lawyer Robert Klyman
told a judge on April 26.

"It has become apparent that the debtors will not reorganize under
a plan but instead will pursue a sale," Mr. Klyman told Judge Mary
Walrath at a hearing in the U.S. Bankruptcy Court in Wilmington,
Del., according to the report.

Loaded with more than $1.1 billion in debt, Sports Authority filed
for bankruptcy protection in March, saying it would attempt to trim
its operations and restructure, while looking for buyers as an
alternate path. Now the alternative route is the only path forward
for the distressed retailer, an employer of thousands of people,
the report related.  Some stores were already being closed when the
bankruptcy filing came, others were to follow, and a May 16 auction
is set for the bulk of Sports Authority's operations, the report
further related.

"Major" potential bidders are looking over Sports Authority's
assets, and the company hopes for a good outcome to the auction,
Mr. Klyman, a lawyer at Gibson Dunn Crutcher, told the Court, the
report said.

              About Sports Authority Holdings

Sports Authority Holdings, et al., are sporting goods retailers
with roots dating back to 1928.  The Debtors currently operate 464
stores and five distribution centers across 40 U.S. states and
Puerto Rico.  The Debtors offer a broad selection of goods from a
wide array of household and specialty brands, including Adidas,
Asics, Brooks, Columbia, FitBit, Hanesbrands, Icon Health and
Fitness, Nike, The North Face, and Under Armour, in addition to
their own private label brands.  The Debtors employ 13,000 people.

Sports Authority and six of its affiliates filed Chapter 11
bankruptcy petitions (Bankr. D. Del. Case Nos. 16-10527 to
16-10533) on March 2, 2016.  The petitions were signed by Michael
E. Foss as chairman & chief executive officer.

The Debtors have engaged Gibson, Dunn & Crutcher LLP as general
counsel, Young Conaway Stargatt & Taylor, LLP as co-counsel,
Rothschild Inc. as investment banker, FTI Consulting, Inc., as
financial advisor and Kurtzman Carson Consultants LLC as notice,
claims, solicitation, balloting and tabulation agent.

Andrew Vara, Acting U.S. trustee for Region 3, appointed seven
creditors of Sports Authority Holdings Inc. to serve on the
official committee of unsecured creditors.


SPORTS AUTHORITY: Stymied in Challenge to Bankruptcy Financing
--------------------------------------------------------------
Peg Brickley, writing for Dow Jones' Daily Bankruptcy Review,
reported that Sports Authority's creditors battled the failing
retailer and its lenders to a standstill over bankruptcy financing
that critics said offered no funding for a last-ditch effort to
save the company.

According to the report, Judge Mary Walrath has ordered changes to
the loan package.  If lenders don't agree to the adjustments, "then
I'm prepared to convert the case today," the judge said, meaning
she would toss Sports Authority out of the relative comfort of
chapter 11 bankruptcy and into a chapter 7 liquidation, where a
trustee would make the crucial decisions, the report related.

Lenders are looking over the revised loan deal, which will be taken
up again next week at hearing in the U.S. Bankruptcy Court in
Wilmington, Del., the report said.  The decision was a victory for
junior creditors, which contended that instead of a lifeline,
Sports Authority's lenders tossed it a noose, the report further
related.

The report said the April 26 courtroom debate over the financing
shaped into an argument between senior lenders on the one hand, and
unsecured creditors, including landlords, on the other hand, about
which camp was supporting Sports Authority in bankruptcy.  Lawyers
for multiple lenders defended the financing as the best available
for a company that was in deep trouble, with funded debt of more
than $1 billion and sagging sales, the report added.

              About Sports Authority Holdings

Sports Authority Holdings, et al., are sporting goods retailers
with roots dating back to 1928.  The Debtors currently operate 464
stores and five distribution centers across 40 U.S. states and
Puerto Rico.  The Debtors offer a broad selection of goods from a
wide array of household and specialty brands, including Adidas,
Asics, Brooks, Columbia, FitBit, Hanesbrands, Icon Health and
Fitness, Nike, The North Face, and Under Armour, in addition to
their own private label brands.  The Debtors employ 13,000 people.

Sports Authority and six of its affiliates filed Chapter 11
bankruptcy petitions (Bankr. D. Del. Case Nos. 16-10527 to
16-10533) on March 2, 2016.  The petitions were signed by Michael
E. Foss as chairman & chief executive officer.

The Debtors have engaged Gibson, Dunn & Crutcher LLP as general
counsel, Young Conaway Stargatt & Taylor, LLP as co-counsel,
Rothschild Inc. as investment banker, FTI Consulting, Inc., as
financial advisor and Kurtzman Carson Consultants LLC as notice,
claims, solicitation, balloting and tabulation agent.

Andrew Vara, Acting U.S. trustee for Region 3, appointed seven
creditors of Sports Authority Holdings Inc. to serve on the
official committee of unsecured creditors.


SUNDEVIL POWER: Hires KPMG as Tax and Accounting Consultants
------------------------------------------------------------
Sundevil Power Holdings, LLC, et al., seek authority from the U.S.
Bankruptcy Court for the District of Delaware to employ KPMG LLP as
tax and accounting consultants to the Debtors, nunc pro tunc to
March 10, 2016.

Sundevil Power requires KPMG to:

   The Audit Services provided will include:

     a. audit of the consolidated balance sheets of SPH Holdco
        LLC as of December 31, 2015 and 2014, the related
        consolidated statements of operations, members' equity,
        and cash flows for each of the years in the two-year
        period ended December 31, 2015 and the related notes to
        the consolidated financial statements;

     b. audit of balance sheets of Sundevil Power Holdings, LLC
        as of December 31, 2015 and 2014, the related statements
        of operations, members' equity, and cash flows for each
        of the years in the two-year period ended December 31,
        2015 and the related notes to the financial statements;

     c. perform tests of the accounting records and such other
        procedures, as we consider necessary in the
        circumstances;

     d. evaluate the appropriateness of accounting policies used
        and the reasonableness of significant accounting
        estimates made by the Debtors, and evaluate the overall
        consolidated financial statement presentation;

     e. consider the Debtors' internal control relevant to
        the preparation and fair presentation of the
        financial statements in order to determine the nature,
        timing, and extent of our audit procedures for the
        purpose of expressing an opinion on the financial
        statements;

     f. issue a written report upon completion of the audit; and

     g. read minutes of relevant committee meetings and
        communicate with the Debtors as necessary.

     h. out of Scope services include, but are not limited, to
        the following:

          (i)  Research and/or consultation on special business
               or financial issues; and (ii)  Assist Debtors in
               preparing the financial statements and related
               notes in accordance with U.S. generally accepted
               accounting principles, providing advice and
               recommendations to assist Debtors in performing
               their responsibilities.

   The Tax Consulting Services provided will include:

     a. Tax Compliance Services:

        (i) prepare federal and state tax returns and supporting
            schedules for the Debtors' 2015 tax year including
            the following returns:

              (a)  Form 1065 – U.S. Partnership Return of Income;

                   and
              (b)  Form 165 – Arizona Partnership Income Tax
                   Return

        (ii) prepare tax returns for any state or local
             jurisdictions and additional legal entities not
             identified above and the Debtors approve in writing.

              (a)  Automatically file (either electronically or
                   by paper) the extensions for which there are
                   no tax payments due.

     b. Tax Notices – upon receipt of any tax notices, KPMG will

        review the notice and assess what additional steps, if
        any, are required to be taken by either the Debtors or by
        KPMG and discuss with the Debtors the tax notice and any
        services to be provided by KPMG.

     c. General Tax Consulting Services

       (i)  routine tax advice concerning the federal, state,
            local, and foreign tax matters related to the
            preparation of the prior year's federal,
            state, local, and foreign tax returns; and

       (ii) routine tax advice concerning the federal, state,
            local, and foreign tax matters related to the
            computation of the client's taxable income for the
            current year or future years.

KPMG will be paid at these hourly rates:

  Audit Services and other    Discounted Rate-  Discounted Rate–
  audit-related services          Audit        Specialist Support

    Partners                       $680              $945
    Senior Managers                $600              $660
    Managers                       $525              $545
    Senior Associates              $335              $460
    Associates                     $210              $315

  Tax Compliance Services/Tax Notices'        Discounted Rate
         Services

    Partners                                    $645–$735
    Managing Directors                          $630–$705
    Senior Managers                             $525–$660
    Managers                                    $420–$600
    Senior Associates                           $300–$435
    Associates                                  $240–$270
    Para-Professionals                          $120-$210

  Tax Consulting Services                     Discounted Rate

    Partners                                    $807–$919
    Managing Directors                          $788–$881
    Senior Managers                             $657–$825
    Managers                                    $525–$750
    Senior Associates                           $375–$544
    Associates                                  $300–$338
    Para-Professionals                          $150-$263

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

Caroline M. Garcia, partner of KPMG 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.

KPMG can be reached at:

     Caroline M. Garcia
     KPMG LLP
     345 Park Ave
     New York, NY 10154
     Tel: (212) 758-9700

                      About Sundevil Power

Merchant power generators Sundevil Power Holdings, LLC and SPH
Holdco LLC sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. D. Del. Case Nos. 16-10369 and 16-10370,
respectively), on Feb. 12, 2016. The petitions were signed by Blake
M. Carlson as authorized signatory.

The Debtors estimated assets in the range of $100 million to $500
million and liabilities of at least $100 million.

The Debtors have engaged Vinson & Elkins LLP as legal counsel,
Drinker Biddle & Reath LLP as Delaware counsel, and Garden City
Group as claims and noticing agent.

Judge Kevin J. Carey is assigned to the case.


SUNEDISON INC: Exiting CFO Has Yet to Leave Post
------------------------------------------------
Brian Eckhouse, writing for Bloomberg Brief, reported that
SunEdison Inc., the clean-energy developer that has filed for
bankruptcy, said CFO Brian Wuebbels remains in his post more than
three weeks after his replacement was due to join the company.

According to the report, Mr. Wuebbels will remain CFO until
SunEdison and his successor, Ilan Daskal, agree to remove the title
of chief financial officer designee, said Ben Harborne, a spokesman
for the company.

The report recalled that SunEdison announced Daskal's appointment
on March 11, saying he would be designee "effective upon his start
with the company, no later than April 4" and would remain so "until
Daskal and SunEdison agree to remove the designee title."  The
developer made the announcement six days before it signed
confidentiality agreements with some of its lenders about
debtor-in-possession financing, according to an April 15 filing,
the report pointed out.

The report further pointed out that at the time of the March 11
announcement, Mr. Wuebbels was due to shift his focus to his roles
as president and CEO of SunEdison's two yieldco units, TerraForm
Power Inc. and TerraForm Global Inc.  On March 30, the yieldcos
announced that Mr. Wuebbels had resigned from those posts, the
report related.

                        About SunEdison, Inc.

SunEdison, Inc. is a developer and seller of photovoltaic energy
solutions, an owner and operator of clean power generation assets,
and a global leader in the development, manufacture and sale of
silicon wafers to the semiconductor industry.

On April 21, 2016, SunEdison, Inc. and 25 of its affiliates each
filed a Chapter 11 bankruptcy petition (Bankr. S.D.N.Y. Case Nos.
16-10991 to 16-11017).  Martin H. Truong signed the petitions as
senior vice president, general counsel and secretary.

The Debtors disclosed total assets of $20.71 billion and total
debts of $16.14 billion as of Sept. 30, 2015.

The Debtors have hired Skadden, Arps, Slate, Meagher & Flom LLP as
counsel, Togut, Segal & Segal LLP as conflicts counsel, Rotschild
Inc. as investment banker and financial advisor, McKinsey Recovery
& Transformation Services U.S., LLC, as restructuring advisors and
Prime Clerk LLC as claims and noticing agent.


SUNEDISON INC: To Sell 202-Megawatts of Solar to Colbun
-------------------------------------------------------
Vanessa Dezem and Brian Eckhouse, writing for Bloomberg Brief,
reported that SunEdison Inc., agreed to sell 202 megawatts of solar
projects in Chile to power generator Colbun SA.

According to the report, citing a statement from Colbun, the Olmue
solar development in the Valparaiso region has 145 megawatts of
capacity, while the Santa Sofia solar project in the Metropolitan
region has 57 megawatts.  Both are under construction and no price
was disclosed, the report said.

SunEdison also agreed to transfer contracts to Colbun to supply
third parties with 350 gigawatt-hours per year over 15 years and to
supply Colbun with 200 GWh of solar energy a year over the same
period, the report related.

                        About SunEdison, Inc.

SunEdison, Inc. is a developer and seller of photovoltaic energy
solutions, an owner and operator of clean power generation assets,
and a global leader in the development, manufacture and sale of
silicon wafers to the semiconductor industry.

On April 21, 2016, SunEdison, Inc. and 25 of its affiliates each
filed a Chapter 11 bankruptcy petition (Bankr. S.D.N.Y. Case Nos.
16-10991 to 16-11017).  Martin H. Truong signed the petitions as
senior vice president, general counsel and secretary.

The Debtors disclosed total assets of $20.71 billion and total
debts of $16.14 billion as of Sept. 30, 2015.

The Debtors have hired Skadden, Arps, Slate, Meagher & Flom LLP as
counsel, Togut, Segal & Segal LLP as conflicts counsel, Rotschild
Inc. as investment banker and financial advisor, McKinsey Recovery
& Transformation Services U.S., LLC, as restructuring advisors and
Prime Clerk LLC as claims and noticing agent.


TANGO TRANSPORT: U.S. Trustee Forms 3-Member Creditors' Committee
-----------------------------------------------------------------
The Office of the U.S. Trustee on April 26 appointed three
creditors of Tango Transport LLC to serve on the official committee
of unsecured creditors.

The committee members are:

     (1) George A. Jones
         VP, Risk & Global Finance
         Navistar Financial Corporation
         2701 Navistar Dr.
         Lisle, IL 60532
         (331) 332-4407
         george.jones@navistar.com

     (2) George Hough
         Fleet Equipment
         2505 Farrisview Blvd.
         Memphis, TN 38118
         (901) 332 3381
         ghough@fleetequip.com

     (3) Ken C. Crippen
         President & CEO
         American Trucking and Transportation Ins. Co., RRG
         111 N. Higgins Ave. Ste. 300A
         Missoula, MT 59802
         (406) 523-3889
         kcrippen@atticrrg.com

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

                       About Tango Transport

Tango Transport, LLC sought protection under Chapter 11 of the
Bankruptcy Code in the U.S. Bankruptcy Court for the Eastern
District of Texas (Sherman) (Case No. 16-40642) on April 6, 2016.
The petition was signed by B.J. Gorman, president of Gorman Group,
Inc., sole member of Debtor.

The Debtor is represented by Keith William Harvey, Esq., at The
Harvey Law Firm, P.C.

The Debtor estimated assets of $0 to $50,000 and debts of $10
million to $50 million.


TATOES LLC: Hires CFO Selections as Consultants
-----------------------------------------------
Tatoes, LLC, et al., seek authority from the U.S. Bankruptcy Court
for the Eastern District of Washington to employ CFO Selections,
LLC as consultant to the Debtors.

The Debtors require CFO Selections to:

   (a) advise the Debtors' employees, management, and
       consultants;

   (b) attend meetings on mutually agreeable dates and at
       mutually agreeable times and locations as requested by
       Debtors; and

   (c) carry out additional projects as requested by the Debtors
       and mutually agreed to as specified in the Statement Of
       Work, which provides that:

                          Generic Scope

              CFO Selections will work with company Controller or
              other personnel to develop a business plan that
              includes the information and a format acceptable to
              the company's bank.

                          Specific Scope

              Within 30 days of the initial date CFO Selections
              will provide client with a specific scope of work
              for the business plan after further meetings with
              client and bankers assigned to the client.

       The Services shall include, but are not limited to,
       telephone time; on site consulting, remote consulting,
       travel, meetings and discussions at any location; review
       of written documents, data, processes or procedures; and
       preparation of written documents, files models or other
       work product.

CFO Selections will be paid at the rate of $130 per hour. For work
done on site the minimum bill time will be 4 hours plus one hour
billed for travel time.

CFO Selections will also be reimbursed for reasonable out-of-pocket
expenses incurred.

To the best of the Debtors' knowledge 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.

CFO Selections can be reached at:

     Thomas Varga
     CFO Selections, LLC
     310-120th Ave NE, #101
     Bellevue, WA 98005
     Tel: (206) 686-4480

                         About Tatoes LLC

Tatoes, LLC, Wahluke Produce, Inc. and Columbia Manufacturing,
Inc., are engaged in farming, packing, storing, and selling
potatoes, onions and wheat. Each of the Debtors filed Chapter 11
bankruptcy petitions (Bankr. E.D. Wash. Case Nos. 16-00900,
16-00899 and 16-00898, respectively) on March 21, 2016.

Tatoes LLC estimated assets and liabilities in the range of $10
million to $50 million. Wahluke Produce and Columbia Man. estimated
assets in the range of $50 million to $100 million and liabilities
of up to $100 million.

Bailey & Busey LLC represents the Debtors as counsel.


TOSCANA PARTNERS: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Toscana Partners, LLC
        3311 S. Rainbow Blvd. Suite 209
        Las Vegas, NV 89146

Case No.: 16-12253

Chapter 11 Petition Date: April 26, 2016

Court: United States Bankruptcy Court
       District of Nevada (Las Vegas)

Judge: Hon. Mike K. Nakagawa

Debtor's Counsel: Timothy P. Thomas, Esq.
                  LAW OFFICE OF TIMOTHY P. THOMAS, LLC
                  1771 E. Flamingo Rd, Ste B-212
                  Las Vegas, NV 89119
                  Tel: (702) 227-0011
                  Fax: (702) 227-0334
                  E-mail: tthomas@tthomaslaw.com

Total Assets: $1.74 million

Total Liabilities: $6.76 million

The petition was signed by William Dyer, president.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/nvb16-12253.pdf


TRIAD GUARANTY: Court OKs "Phillips" Settlement, Allocation Plan
----------------------------------------------------------------
Judge N. Carlton Tilley, Jr., of the United States District Court
for the Middle District of North Carolina granted Lead Plaintiff
James L. Phillip's Motion for Final Approval of Class Action
Settlement and Approval of Plan of Allocation, after determining
that the terms and conditions of the Stipulation of Settlement as
well as the Plan of Allocation are fair, reasonable, and adequate
as to the Class.

A full-text copy of the Memorandum Opinion dated March 23, 2016 is
available at http://is.gd/yaASTbfrom Leagle.com.

The case is JAMES L. PHILLIPS, Individually and on Behalf of All
Others Similarly Situated, Plaintiff, v. TRIAD GUARANTY INC., MARK
K. TONNESEN, and KENNETH W. JONES, Defendants, No.
1:09CV71(M.D.N.C.).

JAMES L. PHILLIPS, Plaintiff, represented by LESLIE BRUCE MCDANIEL,
MCDANIEL & ANDERSON, LLP.

WESTERN PENNSYLVANIA ELECTRICAL EMPLOYEES PENSION FUND, Plaintiff,
is represented by BRIAN O'MARA, Esq. -- BOmara@rgrdlaw.com --
ROBBINS GELLER RUDMAN & DOWD LLP, JACK REISE, Esq. --
JReise@rgrdlaw.com -- ROBBINS GELLER RUDMAN & DOWD LLP, PAUL J.
GELLER, Esq. -- PGeller@rgrdlaw.com -- ROBBINS GELLER RUDMAN & DOWD
LLP, ELIZABETH A. SHONSON, Esq. -- EShonson@rgrdlaw.com -- ROBBINS
GELLER RUDMAN & DOWD LLP, JEFFREY D. LIGHT, Esq. --
JLight@rgrdlaw.com -- ROBBINS GELLER RUDMAN & DOWD LLP, LESLIE
BRUCE MCDANIEL, Esq. -- mcdas@mcdas.com -- MCDANIEL & ANDERSON,
LLP, MICHAEL L. GREENWALD, Esq. -- mgreenwald@gdrlawfirm.com --
GREENWALD DAVIDSON, PLLC & STEPHEN R. ASTLEY, Esq. --
SAstley@rgrdlaw.com -- ROBBINS GELLER RUDMAN & DOWD LLP.

MARK K. TONNESEN, Defendant, is represented by RICHARD A. ROSEN,
PAUL WEISS RIFKIND WHARTON & GARRISON, LLP, ROBYN TARNOFSKY, PAUL
WEISS RIFKIND WHARTON & GARRISON, LLP, WILLIAM K. DAVIS, BELL DAVIS
& PITT, P.A. & DANIEL ALAN M. RULEY, BELL DAVIS & PITT, P.A..

KENNETH W. JONES, Defendant, is represented by RICHARD A. ROSEN,
Esq. -- rrosen@paulweiss.com -- PAUL WEISS RIFKIND WHARTON &
GARRISON, LLP, ROBYN TARNOFSKY, Esq. -- rtarnofsky@paulweiss.com --
PAUL WEISS RIFKIND WHARTON & GARRISON, LLP, WILLIAM K. DAVIS, Esq.
-- wdavis@belldavispitt.com -- BELL DAVIS & PITT, P.A. & DANIEL
ALAN M. RULEY, Esq. -- aruley@belldavispitt.com -- BELL DAVIS &
PITT, P.A..

                    About Triad Guaranty

Winston-Salem, N.C.-based Triad Guaranty Inc. (OTC BB: TGIC)
-- http://www.triadguaranty.com/-- is a holding company that  
historically provided private mortgage insurance coverage in the
United States through its wholly-owned subsidiary, Triad Guaranty
Insurance Corporation.  TGIC is a nationwide mortgage insurer
pursuing a run-off of its existing in-force book of business.

In December 2012, the Company's mortgage insurer subsidiary, Triad
Guaranty Insurance Corporation, was placed into rehabilitation,
whereby the Illinois Department of Insurance was vested with
possession and control over all of TGIC's assets and operations.

On May 30, 2013, the magistrate judge for the U.S. District Court
of the Middle District of North Carolina issued an order denying
the Company's motion to dismiss a class action lawsuit against the
company and two of its former officers. Shareholders filed the
class action suit in 2009, claiming the company misled investors
about poor financial results caused by improper underwriting
procedures.

Triad Guaranty Inc. filed a Chapter 11 petition (Bankr. D. Del.
Case No. 13-11452) on June 3, 2013.  The Company estimated assets
of at least $100 million and liabilities of less than $50,000.
Attorneys at Womble Carlyle Sandridge & Rice, LLP, serve as
counsel to the Debtor.

The Debtor said in court filings that it has no significant
operating activities, and has limited remaining cash and other
assets on hand.  The Debtor has been exploring various strategic
alternatives, and will continue to do so from and after the
Petition Date.

The Debtor said that expenses primarily consist of legal fees,
fees paid to its board, annual premiums for directors' and
officers' liability insurance and general operating expenses.  The
expenses range from $100,000 to $500,000 per quarter.  Unless the
expenses are reduced, the Debtor expects to deplete all of its
remaining cash by the end of 2013 or earlier.


URANIUM ONE: Moody's Confirms Ba3 CFR, Outlook Stable
-----------------------------------------------------
Moody's Investors Service has confirmed the Ba3 corporate family
rating and the Ba3-PD probability of default rating of Uranium One
Inc. (U1), a uranium producer controlled by the Government of
Russia.  The outlook on the ratings is stable.

The confirmation factors in these drivers:

   -- U1's sufficiently resilient standalone financial profile and

      good liquidity
   -- the strong probability of extraordinary government support

Moody's also raised speculative grade liquidity rating of U1 to
SGL-2 from SGL-3, and confirmed the Ba3 senior secured rating, with
loss given default changed to LGD 4 from LGD 3, of the notes issued
by U1's subsidiary, Uranium One Investments Inc.  The outlook is
stable.

The action concludes the rating review initiated by Moody's on Jan.
22, 2016, and follows Moody's confirmation of Russia's Ba1
government bond rating with a negative outlook on 22 April 2016.

                        RATINGS RATIONALE

The confirmation reflects Moody's view that (1) U1's standalone
financial and liquidity profile has sufficient resilience within
the current Ba3 rating to weather prolonged weakness and volatility
in the uranium market; (2) the company's rating remains strongly
linked to that of the Russian government and continues to benefit
from the strong probability of extraordinary support, given its
strategic importance to the government's domestic and international
nuclear development strategy.

As U1 is controlled by the Russian government, the company is seen
by Moody's as a government-related issuer (GRI).  Under the GRI
rating methodology, U1's Ba3 ratings benefit from an uplift to the
company's standalone credit strength (as measured by its b2
baseline credit assessment (BCA)) driven by the strong probability
of state support in the event of financial distress.

Moody's had earlier placed U1's rating on review for downgrade as
part of its review of the global mining sector, parts of which have
undergone a fundamental downward shift.  Having been traded at
historical lows after the 2011 Fukushima accident, uranium has not
experienced the same magnitude of recent price reductions seen in
base metals.  Nevertheless, it is a volatile commodity, the price
of which is hard to predict as it is not only driven by industrial
supply and demand factors.

Moody's expects that U1 will address uranium price risk by focusing
on cost efficiency, prudent project development and lowering
financial risk.  In addition, it benefits from the strong
probability of extraordinary state support.

U1's b2 BCA remains unchanged, reflecting Moody's expectation that
its leverage (as measured by debt/EBITDA) will remain in the
mid-to-high 3x range (on a proportionate consolidation accounting
basis) for the next 12-18 months.  This view reflects U1's low-cost
position and free cash flow generation capability even in the
current weak uranium market.  Moody's expects that U1's liquidity
will remain good over the next 12-18 months aided by its good cash
position and lack of material near-term debt maturities.
At the same time, its BCA remains constrained by the company's
relatively small scale, the short proven reserve life of its mines,
opacity arising from its complex organisational structure and
reliance on dividends from joint ventures in Kazakhstan, for which
unanimous owner approval is required.

                    RATIONALE FOR STABLE OUTLOOK

The stable outlook on U1's rating reflects Moody's view that U1's
financial profile will stay commensurate with the current rating.

                WHAT COULD CHANGE THE RATING DOWN/UP

The positive pressure could develop on U1's ratings if the
company's standalone credit profile were to sustainably strengthen
and liquidity remained good, while there were no negative changes
to Russia's sovereign rating and/or Moody's assessment of the
probability of U1 receiving Russian government support.  The
strengthening of U1's standalone credit profile would assume that
U1 were able to (1) materially increase free cash flow; (2)
maintain its industry leading cost position; (3) improve credit
metrics, such that its leverage would sustain below 3x.

Conversely, U1's ratings could be downgraded if (1) U1's financial
profile were likely to deteriorate below Moody's rating guidance
against the back drop of the current stressed uranium market
environment, with leverage sustainably exceeding 4.5x (on a
proportionate consolidation accounting basis); (2) Russia's
sovereign rating were downgraded by more than one notch; and (3)
Moody's were to revise downwards its assessment of the probability
of U1 receiving Russian government support.

                     PRINCIPAL METHODOLOGY

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

Headquartered in Toronto, Canada, Uranium One Inc. (U1) is one of
major uranium producers in the world controlled by the Russian
government through Russia's State Atomic Energy Company (Rosatom,
not rated).  The company's major mines in Kazakhstan are owned
through five joint ventures, in which U1's interest varies between
30% and 70%.  These mines collectively contribute 95% of the
company's attributable production, which totaled 12.5 million
pounds (lbs) of uranium (U3O8) in 2015.  In the same period,
attributable annual revenues totaled approximately $541 million
based on an average realized uranium price of $36/lb.



VALEANT PHARMACEUTICALS: Gets Default Notices Over Delayed 10-K
---------------------------------------------------------------
Valeant Pharmaceuticals International, Inc. announced that as a
result of the delay in filing its Form 10-K for the fiscal year
ended Dec. 31, 2015, it has received notices of default from the
trustee under the indentures governing its 5.375% Senior Notes due
2020; 6.375% Senior Notes due 2020; 7.50% Senior Notes due 2021;
and 7.25% Senior Notes due 2022.  The 6.375% Senior Notes due 2020
and the 7.25% Senior Notes due 2022 were issued by the Company's
subsidiary, Valeant Pharmaceuticals International.  

Under these bond indentures, the Company has until June 21, 2016,
60 days from the receipt of the notices, to file its Form 10-K,
which will cure the default under the applicable indenture in all
respects.  The Company previously announced on April 12, 2016, that
it received a notice of default from certain holders of its 5.50%
Senior Notes due 2023 and has until June 11, 2016, to file its Form
10-K, which will cure the default under the applicable indenture in
all respects.  

The Company said it is working diligently and is on schedule to
file its Form 10-K on or before April 29, 2016.  The notices of
default do not result in the acceleration of any of the Company's
indebtedness.

                         About Valeant

Valeant Pharmaceuticals International, Inc. (NYSE/TSX:VRX) is a
multinational specialty pharmaceutical company that develops,
manufactures and markets a broad range of pharmaceutical products
primarily in the areas of dermatology, gastrointestinal disorder,
eye health, neurology and branded generics.  More information about
Valeant can be found at www.valeant.com.

As of Sept. 30, 2015, Valeant had US$48.45 billion in total assets,
US$41.98 billion in total liabilities and US$6.46 billion in total
equity.

                        *    *     *

Valeant carries a B2 Corporate Family Rating from Moody's Investors
Service.

As reported by the TCR on April 19, 2016, Standard & Poor's Ratings
Services said that it has lowered its corporate credit ratings on
Valeant Pharmaceuticals International Inc. to 'B' from 'B+' and
placed both the corporate credit rating and the issue-level ratings
on CreditWatch with developing implications.


VESTIS RETAIL: U.S. Trustee Forms 7-Member Creditors' Committee
---------------------------------------------------------------
Andrew Vara, acting U.S. trustee for Region 3, on April 26
appointed seven creditors of Vestis Retail Group, LLC, to serve on
the official committee of unsecured creditors.

The committee members are:

     (1) Nike USA, Inc.
         Attn: Kim Stewart
         One Bowerman Dr.
         Beaverton, OR 97005
         Phone: 503-532-7856
         Fax: 503-820-3008

     (2) Under Armor Inc.
         Attn: Kimberly Troast
         2601 Port Covington Dr.
         Baltimore, MD 21230
         Phone: 410-468-2512 x 6589

     (3) Wolverine Worldwide, Inc.
         Attn: Stephanie Rectenwal
         HC-1-24, 9341 Courtland Dr. NE
         Rockford, MI 49351
         Phone: 616-863-4234
         Fax: 800-888-6142

     (4) Levi Strauss & Co. Inc.
         Attn: Michael Fletcher
         3125 Chad Dr.
         Eugene, OR 97408
         Phone: 541-242-7403
         Fax: 541-242-7638

     (5) VF Outdoor, LLC
         Attn: Darin Newton
         N. 850 County Hwy. CB
         Appleton, WI 54914
         Phone: 920-735-6849
         Fax: 920-831-7769

     (6) Regency Centers, L.P.
         Attn: Ernst A. Bell, Esq.
         One Independent Dr., Ste. 114
         Jacksonville, FL 32276
         Phone: 904-598-7685
         Fax: 904-354-6094

     (7) CVS Pharmacy, Inc.
         Attn: Chris Willis
         One CVS Dr.
         Woonsocket, RI 02895
         Phone: 401-770-3182
         Fax: 401-733-0116

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

                       About Vestis Retail

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.


VISTA MARKETING: BMO Harris Entitled to Gas Station Proceeds
------------------------------------------------------------
Judge Thomas M. Lynch of the United States Bankruptcy Court for the
Northern District of Illinois, Western Division, granted summary
judgment in favor of BMO Harris Bank, N.A., in the adversary
proceeding captioned BMO Harris Bank, N.A., f/k/a Harris N.A., as
the assignee of the Federal Deposit Insurance Corporation as the
receiver for Amcore Bank, N.A., Plaintiff v. Vista Marketing Group,
Ltd., State of Illinois, Stenstrom Petroleum Services Group,
Illinois Dept. of Revenue, N.L. Stevens, III, S. Kinnie Smith, Jr.,
Kelley Williamson Company, James Stevens, Thomas Laughlin,
Defendants. Illinois Dept. of Revenue, Counter/Cross Claimant v.
BMO Harris Bank, N.A., f/k/a Harris N.A., as the assignee of the
Federal Deposit Insurance Corporation as the receiver for Amcore
Bank, NA., Counter-Defendant, and Vista Marketing Group, Ltd.,
Stenstrom Petroleum Services Group, N.L. Stevens, III, S. Kinnie
Smith, Jr., James Stevens, Cross-Defendants, Adversary No. 14-96013
(Bankr. N.D. Ill.).

BMO Harris Bank, N.A., filed the adversary proceeding seeking a
determination that it is entitled to $313,950.46 in net sales
proceeds from the sale of two gas stations owned and operated by
the debtor Vista Marketing Group, Ltd..  BMO Harris then moved for
summary judgment on its claims.  The Illinois Department of Revenue
("IDOR") also sought summary judgment on its counterclaim for a
determination that its interests in the gas station properties are
superior to those of the other interested parties.

Judge Lynch found that there is no genuine issue of material fact
and as a matter of law that BMO Harris' interest in the proceeds is
superior to the only non-defaulting defendants, the State of
Illinois and the Illinois Department of Revenue.  As such, summary
judgment was entered in favor of BMO Harris and against IDOR and
the State of Illinois on its amended adversary complaint, and
judgment was entered against IDOR and in favor of BMO Harris on its
counter-complaint.  The cross complaint of IDOR was rendered moot.

The bankruptcy case is In re: Vista Marketing Group, Ltd., Chapter
7, Debtor, Bankruptcy No. 12-83168 (Bankr. N.D. Ill.).

A full-text copy of Judge Lynch's March 30, 2016 memorandum opinion
is available at http://is.gd/dfrHOUfrom Leagle.com.


WEST CORP: Board Elects Jeanette Horan as Director
--------------------------------------------------
The Board of Directors of West Corporation increased the size of
the Board by one to a total of ten members and, following such
increase, elected Jeanette Horan as a member of the Board to a term
expiring at the annual meeting of stockholders to be held in 2018,
as disclosed in a Form 8-K report filed with the Securities and
Exchange Commission.

Ms. Horan has served as a consultant to technology companies since
retiring from International Business Machines Corporation, a
technology services company, where she served in a variety of
leadership roles from 1998 until August 2015.  Ms. Horan most
recently served as a managing director for IBM from June 2014 until
her retirement.  Ms. Horan's prior positions for IBM included chief
information officer from May 2011 to June 2014, Vice President,
Enterprise Business Transformation from July 2006 to May 2011, and
Vice President, Development, Software Group from April 1998 to June
2006.  Ms. Horan is a member of the Board of Directors of
Microvision Inc., an innovative display and imaging solutions
company, and recently joined the Supervisory Board of Wolters
Kluwer nv, a global provider of information, software and services
to professionals.

The Board has determined that Ms. Horan is independent in
accordance with the requirements of the NASDAQ Stock Market.  Ms.
Horan will receive the compensation established by the Company from
time-to-time for non-employee directors (excluding non-employee
directors affiliated with the Company's sponsors), including an
annual cash retainer fee of $75,000 and an equity grant of shares
of the Company's common stock with a fair market value equal to
$100,000.

There are no arrangements or understandings between Ms. Horan and
any other persons pursuant to which she was selected as a director,
and Ms. Horan has no direct or indirect material interest in any
transactions required to be disclosed pursuant to Item 404(a) of
Regulation S-K.

                     About West Corporation

Omaha, Neb.-based West Corporation is a global provider of
communication and network infrastructure solutions.  West helps
manage or support essential enterprise communications with services
that include conferencing and collaboration, public safety
services, IP communications, interactive services such as automated
notifications, large-scale agent services and telecom services.

West Corporation reported net income of $242 million on $2.28
billion of revenue for the year ended Dec. 31, 2015, compared to
net income of $158 million on $2.21 billion of revenue for the year
ended Dec. 31, 2014.

As of Dec. 31, 2015, the Company had $3.61 billion in total assets,
$4.16 billion in total liabilities and a total stockholders'
deficit of $552 million.

                          *     *     *

As reported by the TCR on June 21, 2013, Standard & Poor's Ratings
Services raised its corporate credit rating on West Corp. to 'BB-'
from 'B+'.  The upgrade reflects Standard & Poor's view that lower
debt leverage and a less aggressive financial policy will
strengthen the company's financial profile.

In the April 4, 2013, edition of the TCR, Moody's Investor Service
upgraded West Corporation's Corporate Family Rating to 'B1' from
'B2'.  "The CFR upgrade to B1 reflects West's shift to a more
conservative capital structure and financial policies as a publicly
owned company," stated Moody's analyst Suzanne Wingo.


WEST TEXAS POLY: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: West Texas Poly and Pump, LLC
        3310 South Fulton Ave.
        Odessa, TX 79766

Case No.: 16-70059

Chapter 11 Petition Date: April 26, 2016

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

Judge: Hon. Ronald B. King

Debtor's Counsel: James Samuel Wilkins, Esq.
                  WILLIS & WILKINS, LLP
                  711 Navarro St Suite 711
                  San Antonio, TX 78205
                  Tel: 210-271-9212
                  Fax: 210-271-9389
                  E-mail: jwilkins@stic.net

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $500,000 to $1 million

The petition was signed by Brian Burris, CEO.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/txwb16-70059.pdf


WPX ENERGY: S&P Lowers CCR to 'B+' on Weaker Credit Metrics
-----------------------------------------------------------
Standard & Poor's Ratings Services lowered the corporate credit
rating on Tulsa-based exploration and production (E&P) company WPX
Energy Inc. to 'B+' from 'BB-'.  The outlook is negative.

At the same time, S&P lowered the senior unsecured ratings to 'B'
from 'BB-' and revised recovery to '5', indicating S&P's
expectation for modest recovery (10%-30%, lower half of range) in
the event of a payment default, from '3'.  Also, the company
converted its credit facility to a secured facility, and S&P is
raising the rating on this facility to 'BB' from 'BB-' with a
recovery rating of 1, indicating S&P's expectation for very high
recovery (90%-100%) in the event of a payment default, from 3.
Subsequently, S&P is withdrawing the rating on the credit facility
at the issuer's request.

"The downgrade reflects our expectation that WPX's financial
measures will significantly weaken in 2017 as production falls due
to the asset sale and its above–market hedges roll off," said
Standard & Poor's credit analyst Paul Harvey.

The negative outlook reflects S&P's expectation that core ratios
will significantly weaken in 2017 as this year's favorable hedges
roll-off and WPX's cash flows are more exposed to market prices.
Under S&P's 2017 price assumptions of $45 per barrel WTI crude oil
and $2.75 per mmBtu Henry Hub natural gas, S&P expects FFO/debt to
fall to between 10% and 13% and debt to EBITDA to be about 5x to
5.5x, both measures bordering the highly leveraged financial risk
category.

S&P could lower ratings if it expected FFO/debt to fall below 12%
and debt/EBITDA to be above 5x for a sustained period with no clear
path to improvement.  This could occur if debt repayment falls
short of S&P's expectations and/or crude oil prices remain below
$45 per barrel.  Additionally, a downgrade is possible if operating
results are weaker than expected such that production falls short
of S&P's projections, cash flows could weaken and negatively impact
ratios.

S&P could revise the rating outlook to stable if it expects average
FFO/debt to approach 15% or greater and debt/EBITDA to be
comfortably below 5x.  This would likely occur if the company were
able to modestly grow production with crude oil prices between
$45/bbl and $50/bbl and natural gas prices between $2.75 /mmBtu and
$3.00/mmBtu.



[*] Bennett Joins Seyfarth Shaw's Corporate Group as Senior Counsel
-------------------------------------------------------------------
Seyfarth Shaw LLP, an AmLaw 100 firm, announced that Timothy C.
Bennett has joined its Corporate Department as Senior Counsel.

Mr. Bennett will head the development of a new distressed debt and
claims trading practice at Seyfarth Shaw.  He will be responsible
for managing all aspects of a broad range of global transactions,
focusing on the distressed, illiquid and special situations
markets, for clients ranging from boutique brokerages and hedge
funds to global investment funds and the trading desks of
international banks.  His recent experience includes the purchase
and sale of bankruptcy claims, terminated derivative contracts,
loan portfolios, restricted stock, interests in liquidating funds,
structured settlements, and LSTA and LMA trades for bank debt of
domestic and foreign borrowers. Please click on the button to the
right to review Mr. Bennett's full biography.

Seyfarth's Corporate group provides clients with guidance on key
decisions that determine long-term success in today's highly
competitive and uncertain business environment.  The group's
attorneys possess the broad, in-depth experience necessary to serve
a diverse client base, ranging from start-up ventures to
middle-market companies to large multinational corporations,
investment banks and hedge funds.  Seyfarth's corporate practice
focuses on areas such as mergers and acquisitions, securities,
investment management, corporate counseling, commercial
transactions, financing, international business, and tax planning.

Seyfarth is the only large law firm to build a distinctive client
service model—called SeyfarthLean(R) -- that combines the coreore
principles of Lean Six Sigma with robust technology, project
management, process improvement, and practical tools.  SeyfarthLean
has earned numerous accolades from a variety of highly respected
third parties, including industry associations, consulting firms,
and media.

With more than 850 attorneys in the U.S., London, Shanghai,
Melbourne and Sydney, Seyfarth offers a solid foundation on which
to build.  Seyfarth attorneys are known for their
thought-leadership and passion for building long-term relationships
with clients and the firm looks forward to including you as part of
that community.

Seyfarth Shaw refers to Seyfarth Shaw LLP.  Its London office
operates as Seyfarth Shaw (UK) LLP, an affiliate of Seyfarth Shaw
LLP.  Seyfarth Shaw (UK) LLP is a limited liability partnership
established under the laws of the State of Delaware, USA and is
authorised and regulated by the Solicitors Regulation Authority
with registered number 55692.  Its Australian practice operates as
Seyfarth Shaw Australia, an Australian multidisciplinary
partnership affiliated with Seyfarth Shaw LLP, a limited liability
partnership established in Illinois, USA.  Legal services provided
by Seyfarth Shaw Australia are provided only by the Australian
legal practitioner partners and employees of Seyfarth Shaw
Australia.


[^] Recent Small-Dollar & Individual Chapter 11 Filings
-------------------------------------------------------
In re Chlorine Life
   Bankr. D. Ariz. Case No. 16-03835
      Chapter 11 Petition filed April 12, 2016
         Filed Pro Se

In re Sanah Investment Group, Inc.
   Bankr. C.D. Cal. Case No. 16-14734
      Chapter 11 Petition filed April 12, 2016
         See http://bankrupt.com/misc/cacb16-14734.pdf
         represented by: Stanley D. Bowman, Esq.
                         LAW OFFICE OF STANLEY D. BOWMAN
                         E-mail: sb@stanleybowman.com

In re Wendy Hemming
   Bankr. N.D. Cal. Case No. 16-30394
      Chapter 11 Petition filed April 12, 2016
         Represented by: Robert L. Goldstein, Esq.
                         LAW OFFICES OF ROBERT L. GOLDSTEIN
                         E-mail: rgoldstein@taxexit.com

In re Asharfun Nisha Hafiz
   Bankr. N.D. Cal. Case No. 16-40972
      Chapter 11 Petition filed April 12, 2016
         Filed Pro Se

In re State Drive-In Cleaners, Inc.
   Bankr. D. Conn. Case No. 16-50502
      Chapter 11 Petition filed April 12, 2016
         See http://bankrupt.com/misc/ctb16-50502.pdf
         represented by: Thomas V. Battaglia Jr., Esq.
                         LAW OFFICE OF THOMAS V. BATTAGLIA, JR.
                         E-mail: battaglialaw@yahoo.com

In re Primrose Enterprises Group, Inc.
   Bankr. N.D. Ill. Case No. 16-12503
      Chapter 11 Petition filed April 12, 2016
         See http://bankrupt.com/misc/ilnb16-12503.pdf
         represented by: La Coulton J Walls, Esq.
                         E-mail: thewallslawfirm@yahoo.com

In re Primrose Enterprises Group, Inc.
   Bankr. N.D. Ill. Case No. 16-12512
      Chapter 11 Petition filed April 12, 2016
         See http://bankrupt.com/misc/ilnb16-12512.pdf
         represented by: La Coulton J Walls, Esq.
                         E-mail: thewallslawfirm@yahoo.com

In re Robert Thomas Lampe
   Bankr. D. Kan. Case No. 16-10621
      Chapter 11 Petition filed April 12, 2016
         represented by: David R. Klaassen, Esq.
                         E-mail: drklaassen@ks-usa.net

In re Harry W Dawson
   Bankr. D. Kan. Case No. 16-10634
      Chapter 11 Petition filed April 12, 2016
         represented by: Eric W. Lomas, Esq.
                         KLENDA AUSTERMAN LLC
                         E-mail: elomas@klendalaw.com

In re Michael Wayne Robinson
   Bankr. W.D. La. Case No. 16-50499
      Chapter 11 Petition filed April 12, 2016
         represented by: H. Kent Aguillard, Esq.
                         E-mail: kaguillard@yhalaw.com

In re Anthony L. King, Sr.
   Bankr. D. Md. Case No. 16-14896
      Chapter 11 Petition filed April 12, 2016
         represented by: Jonathan C. Silverman, Esq.
                         E-mail: jonathan.c.silverman@gmail.com

In re 158 Broad Street, LLC
   Bankr. D.N.H. Case No. 16-10522
      Chapter 11 Petition filed April 12, 2016
         See http://bankrupt.com/misc/nhb16-10522.pdf
         represented by: Peter N. Tamposi, Esq.
                         THE TAMPOSI LAW GROUP
                         E-mail: peter@thetamposilawgroup.com

In re Slevira Properties, Inc.
   Bankr. D.N.H. Case No. 16-10523
      Chapter 11 Petition filed April 12, 2016
         See http://bankrupt.com/misc/nhb16-10523.pdf
         represented by: Peter N. Tamposi, Esq.
                         THE TAMPOSI LAW GROUP
                         E-mail: peter@thetamposilawgroup.com

In re Theodora Anker
   Bankr. S.D.N.Y. Case No. 16-22496
      Chapter 11 Petition filed April 12, 2016
         represented by: Anne J. Penachio, Esq.
                         PENACHIO MALARA LLP
                         E-mail: apenachio@pmlawllp.com

In re ADC Health Care Services, Inc.
   Bankr. E.D. Tex. Case No. 16-40683
      Chapter 11 Petition filed April 12, 2016
         See http://bankrupt.com/misc/txeb16-40683.pdf
         represented by: Eric A. Liepins, Esq.
                         E-mail: eric@ealpc.com

In re Cristhian Contador and Paige Contador
   Bankr. C.D. Cal. Case No. 16-11577
      Chapter 11 Petition filed April 13, 2016
         Represented by: Michael S. Kogan, Esq.
                         KOGAN LAW FIRM APC
                         E-mail: mkogan@koganlawfirm.com

In re Long-Dei Liu
   Bankr. C.D. Cal. Case No. 16-11588
      Chapter 11 Petition filed April 13, 2016
         Represented by: Lei Lei Wang Ekvall, Esq.
                         SMILEY WANG-EKVALL, LLP
                         E-mail: lekvall@swelawfirm.com

In re Smith Mark
   Bankr. N.D. Cal. Case No. 16-51102
      Chapter 11 Petition filed April 13, 2016
         Represented by: Lars T. Fuller, Esq.
                         THE FULLER LAW FIRM
                         E-mail: Fullerlawfirmecf@aol.com

In re Tobitha Bryant Yeomans
   Bankr. M.D. Fla. Case No. 16-01379
      Chapter 11 Petition filed April 13, 2016
         Represented by: Taylor J King, Esq.
                         LAW OFFICES OF MICKLER & MICKLER
                         E-mail: tjking@planlaw.com

In re Lindell LLC
   Bankr. D. Mass. Case No. 16-40634
      Chapter 11 Petition filed April 13, 2016
         See http://bankrupt.com/misc/mab16-40634.pdf
         represented by: David B. Madoff, Esq.
                         MADOFF & KHOURY LLP
                         E-mail: madoff@mandkllp.com

In re Shiloh Christian Church
   Bankr. E.D.N.C. Case No. 16-01958
      Chapter 11 Petition filed April 13, 2016
         See http://bankrupt.com/misc/nceb16-01958.pdf
         represented by: David F. Mills, Esq.
                         DAVID F. MILLS, P.A.
                         E-mail: david@mills-law.com

In re Bert E. Gore, Jr. and Roberta L. Gore
   Bankr. D.N.J. Case No. 16-17150
      Chapter 11 Petition filed April 13, 2016
         Represented by: Vincent Commisa, Esq.
                         E-mail: vcommisa@vdclaw.com

In re Efrain Salas and Gabriela E Salas
   Bankr. D. Nev. Case No. 16-11978
      Chapter 11 Petition filed April 13, 2016
         Represented by: Michael J. Harker, Esq.
                         E-mail: notices@harkerlawfirm.com

In re Edna Parks Blankinship
   Bankr. E.D.N.Y. Case No. 16-41560
      Chapter 11 Petition filed April 13, 2016
         represented by: Mark A. Frankel, Esq.
                         BACKENROTH FRANKEL & KRINSKY LLP
                         E-mail: mfrankel@bfklaw.com

In re JPE Home Care LLC; dba At Home Certified Senior HealthCare
   Bankr. E.D. Pa. Case No. 16-12609
      Chapter 11 Petition filed April 13, 2016
         See http://bankrupt.com/misc/paeb16-12609.pdf
         represented by: Paul Gregory Lang, Esq.
                         GALLANT AND PARLOW, PC
                         E-mail: paulgregorylang@yahoo.com

In re HMF Golf, Inc.
   Bankr. W.D. Pa. Case No. 16-10346
      Chapter 11 Petition filed April 13, 2016
         See http://bankrupt.com/misc/pawb16-10346.pdf
         represented by: Brian C. Thompson, Esq.
                         THOMPSON LAW GROUP, P.C.
                         E-mail: bthompson@ThompsonAttorney.com

In re Ronald James Blaber
   Bankr. M.D. Tenn. Case No. 16-02602
      Chapter 11 Petition filed April 13, 2016
         Represented by: Thomas Larry Edmondson Sr, Esq.
                         T. LARRY EDMONDSON
                         E-mail: larryedmondson@live.com

In re Cerritos Reference Laboratory, Inc.
   Bankr. C.D. Cal. Case No. 16-14824
      Chapter 11 Petition filed April 14, 2016
         See http://bankrupt.com/misc/cacb16-14824.pdf
         represented by: Christopher P Walker, Esq.
                         LAW OFFICE OF CHRISTOPHER P. WALKER, P.C.
                         E-mail: cwalker@cpwalkerlaw.com

In re Kracksmith Inc.
   Bankr. C.D. Cal. Case No. 16-14828
      Chapter 11 Petition filed April 14, 2016
         See http://bankrupt.com/misc/cacb16-14828.pdf
         represented by: William Stocker, Esq.
                         LAW OFFICES OF WILLIAM STOCKER

In re Sarah M. Clyne
   Bankr. N.D. Cal. Case No. 16-51105
      Chapter 11 Petition filed April 14, 2016
         represented by: Charles B. Greene, Esq.
                         LAW OFFICES OF CHARLES B. GREENE
                         E-mail: cbgattyecf@aol.com

In re Gary T. Scott and Jennifer C. Scott
   Bankr. D. Conn. Case No. 16-50510
      Chapter 11 Petition filed April 14, 2016
         represented by: Douglas S. Skalka, Esq.
                         NEUBERT, PEPE, AND MONTEITH
                         E-mail: dskalka@npmlaw.com

In re William M Lohman
   Bankr. D.N.D. Case No. 16-30175
      Chapter 11 Petition filed April 14, 2016
         See http://bankrupt.com/misc/ndb16-30175.pdf
         represented by: Sara Diaz, Esq.
                         BULIE LAW OFFICE
                         E-mail: sara@bulielaw.com

In re Another Door Opens Recovery Center, LLC
   Bankr. D.N.J. Case No. 16-17201
      Chapter 11 Petition filed April 14, 2016
         See http://bankrupt.com/misc/njb16-17201.pdf
         represented by: Scott Eric Kaplan, Esq.
                         SCOTT E. KAPLAN, LLC
                         E-mail: scott@sekaplanlaw.com

In re Roy J. Klebowicz and Norene M. Klebowicz
   Bankr. D.N.J. Case No. 16-17224
      Chapter 11 Petition filed April 14, 2016
         Represented by: Harrison Ross Byck, Esq.
                         KASURI BYCK, LLC
                         E-mail: lawfirm@kasuribyck.com

In re Minerva Hospitality Group, LLC
   Bankr. S.D.N.Y. Case No. 16-10912
      Chapter 11 Petition filed April 14, 2016
         See http://bankrupt.com/misc/nysb16-10912.pdf
         represented by: Gabriel Del Virginia, Esq.
                         LAW OFFICES OF GABRIEL DEL VIRGINIA
                         E-mail: gabriel.delvirginia@verizon.net

In re KNM Sheet Metal, Inc.
   Bankr. S.D.N.Y. Case No. 16-35698
      Chapter 11 Petition filed April 14, 2016
         See http://bankrupt.com/misc/nysb16-35698.pdf
         represented by: Thomas Genova, Esq.
                         GENOVA & MALIN, ATTORNEYS
                         E-mail: genmallaw@optonline.net

In re Gente Joven San Lorenzo, Inc.
   Bankr. D.P.R. Case No. 16-02940
      Chapter 11 Petition filed April 14, 2016
         See http://bankrupt.com/misc/prb16-02940.pdf
         represented by: Luis D Flores Gonzalez, Esq.
                         LUIS D FLORES GONZALEZ LAW OFFICE
                         E-mail: ldfglaw@coqui.net

In re Gente Joven De Cayey, Inc.
   Bankr. D.P.R. Case No. 16-02941
      Chapter 11 Petition filed April 14, 2016
         See http://bankrupt.com/misc/prb16-02941.pdf
         represented by: Luis D Flores Gonzalez, Esq.
                         LUIS D FLORES GONZALEZ LAW OFFICE
                         E-mail: ldfglaw@coqui.net

In re Gente Joven Guayama, Inc.
   Bankr. D.P.R. Case No. 16-02942
      Chapter 11 Petition filed April 14, 2016
         See http://bankrupt.com/misc/prb16-02942.pdf
         represented by: Luis D Flores Gonzalez, Esq.
                         LUIS D FLORES GONZALEZ LAW OFFICE
                         E-mail: ldfglaw@coqui.net

In re West Coast Warehouse & Logistics, Inc.
   Bankr. E.D. Wash. Case No. 16-01218
      Chapter 11 Petition filed April 14, 2016
         See http://bankrupt.com/misc/waeb16-01218.pdf
         represented by: Robert McMillen, Esq.
                         TELQUIST ZIOBRO MCMILLEN
                         E-mail: carla@tzmlaw.com

In re Northwest Silk Screen & Embroidery, LLC
   Bankr. E.D. Wash. Case No. 16-01232
      Chapter 11 Petition filed April 14, 2016
         See http://bankrupt.com/misc/waeb16-01232.pdf
         represented by: Patrick J Morrissey, Esq.
                         LAW OFFICE OF PATRICK J MORRISSEY
                         E-mail: patmorrisseylaw@gmail.com

In re Maurice Adrian Patterson and Lorine Nanette Ewing-Patterson
   Bankr. W.D. Wash. Case No. 16-11979
      Chapter 11 Petition filed April 14, 2016
         represented by: Steven C. Hathaway, Esq.
                         E-mail: s.hathaway@comcast.net

In re Darren Myles Brestin and Randi Merrill Brestin
   Bankr. D.N.J. Case No. 16-17246
      Chapter 11 Petition filed April 15, 2016
         represented by: Thaddeus R. Maciag, Esq.
                         MACIAG LAW, LLC
                         E-mail: MaciagLaw1@aol.com

In re Wtb 5 Enterprises, LLC
   Bankr. D. Ariz. Case No. 16-04074
      Chapter 11 Petition filed April 15, 2016
         Filed Pro Se

In re Paul Chieu Nguyen
   Bankr. C.D. Cal. Case No. 16-11619
      Chapter 11 Petition filed April 15, 2016
         See http://bankrupt.com/misc/cacb16-11619.pdf
         represented by: David S Kupetz, Esq.
                         SULMEYER KUPETZ
                         E-mail: dkupetz@sulmeyerlaw.com

In re Cardiothoracic Surgery of Hyde Park, Inc.
   Bankr. M.D. Fla. Case No. 16-03244
      Chapter 11 Petition filed April 15, 2016
         See http://bankrupt.com/misc/flmb16-03244.pdf
         represented by: Justin M. Luna, Esq.
                         LATHAM, SHUKER, EDEN & BEAUDINE, LLP
                         E-mail: jluna@lseblaw.com

In re MLFTL, Inc.
   Bankr. S.D. Fla. Case No. 16-15475
      Chapter 11 Petition filed April 15, 2016
         See http://bankrupt.com/misc/flsb16-15475.pdf
         represented by: Ronald Lewis, Esq.
                         LEWIS & THOMAS, LLP                       
  E-mail: rlewis@beltlawyers.com

In re Ryan Excavating LLC
   Bankr. N.D. Ill. Case No. 16-12921
      Chapter 11 Petition filed April 15, 2016
         See http://bankrupt.com/misc/ilnb16-12921.pdf
         represented by: Richard G Larsen, Esq.
                         SPRINGER BROWN, LLC
                         E-mail: rlarsen@springerbrown.com

In re Xpress Supply,LLC
   Bankr. E.D. La. Case No. 16-10878
      Chapter 11 Petition filed April 15, 2016
         See http://bankrupt.com/misc/lab16-10878.pdf
         represented by: Phillip K. Wallace, Esq.
                         PHILLIP K.WALLACE, PLC
                         E-mail: PhilKWall@aol.com

In re Joseph F. King
   Bankr. D. Mass. Case No. 16-11382
      Chapter 11 Petition filed April 15, 2016
         Represented by: Joel Jay Rogge, Esq.
                         LAW OFFICE OF JOEL JAY ROGGE
                         E-mail: jjrogge@comcast.net

In re Darren Myles Brestin and Randi Merrill Brestin
   Bankr. D.N.J. Case No. 16-17246
      Chapter 11 Petition filed April 15, 2016
         See http://bankrupt.com/misc/njb16-17246.pdf
         represented by: Thaddeus R. Maciag, Esq.
                         MACIAG LAW, LLC
                         E-mail: MaciagLaw1@aol.com

In re High Country Grocery, LLC, dba Russell's Discount Foods, a
New Mexico LLC
   Bankr. D.N.M. Case No. 16-10913
      Chapter 11 Petition filed April 15, 2016
         See http://bankrupt.com/misc/nmb16-10913.pdf
         represented by: James T. Burns, Esq.
                         ALBUQUERQUE BUSINESS LAW, P.C.
                         E-mail: james@abqbizlaw.com

In re Rivas A. Edwin and Escobar Z. Maria
   Bankr. D. Nev. Case No. 16-12052
      Chapter 11 Petition filed April 15, 2016
         represented by: Michael J. Harker, Esq.
                         E-mail: notices@harkerlawfirm.com

In re Inter123 Corporation
   Bankr. D. Nev. Case No. 16-12076
      Chapter 11 Petition filed April 15, 2016
         See http://bankrupt.com/misc/nvb16-12076.pdf
         represented by: Ryan A. Andersen, Esq.
                         ANDERSEN LAW FIRM, LTD.
                         E-mail: randersen@andersenlawlv.com

In re Kevin & Richard Plumbing & Heating Supplies, Corp.
   Bankr. E.D.N.Y. Case No. 16-41599
      Chapter 11 Petition filed April 15, 2016
         See http://bankrupt.com/misc/nyeb16-41599.pdf
         represented by: Daniel M O'Hara, Esq.
                         MCLOUGHLIN O'HARA, LLP
                         E-mail: dohara@theoharafirm.com

In re Silver Stone Affiliates, LLC
   Bankr. E.D.N.Y. Case No. 16-71647
      Chapter 11 Petition filed April 15, 2016
         See http://bankrupt.com/misc/nyeb16-71647.pdf
         Filed Pro Se

In re Hamilton's Soda Fountain, LLC
   Bankr. S.D.N.Y. Case No. 16-10915
      Chapter 11 Petition filed April 15, 2016
         See http://bankrupt.com/misc/nysb16-10915.pdf
         represented by: Gabriel Del Virginia, Esq.
                         LAW OFFICES OF GABRIEL DEL VIRGINIA
                         E-mail: gabriel.delvirginia@verizon.net

In re Angel M Jimenez Marrero and Maria Magdalena Garcia Vega
   Bankr. D.P.R. Case No. 16-03000
      Chapter 11 Petition filed April 15, 2016
         Represented by: Jesus Enrique Batista Sanchez, Esq.
                         THE BATISTA LAW GROUP, PSC
                         E-mail: jesus.batista@batistalawgroup.com

In re Robin Mark Hemphill and Stephanie Saed Lannom
   Bankr. M.D. Tenn. Case No. 16-02698
      Chapter 11 Petition filed April 15, 2016
         Represented by: Steven L. Lefkovitz, Esq.
                         LAW OFFICES LEFKOVITZ & LEFKOVITZ
                         E-mail: slefkovitz@lefkovitz.com

In re Januz Hasanaj
   Bankr. S.D.N.Y. Case No. 16-22528
      Chapter 11 Petition filed April 17, 2016
         Represented by: Francis J. O'Reilly, Esq.
                         E-mail: foreilly@bestweb.net


In re Michael Lee McQueen and Flavia McQueen
   Bankr. C.D. Cal. Case No. 16-10728
      Chapter 11 Petition filed April 18, 2016
         represented by: Larry D Webb, Esq.
                         LAW OFFICE OF LARRY WEBB
                         E-mail: webblaw@earthlink.net

In re Kevin Deshone Booker
   Bankr. C.D. Cal. Case No. 16-14975
      Chapter 11 Petition filed April 18, 2016
         represented by: M Jonathan Hayes, Esq.
                         SIMON RESNIK HAYES LLP
                         E-mail: jhayes@srhlawfirm.com

In re Glenn Song
   Bankr. C.D. Cal. Case No. 16-14981
      Chapter 11 Petition filed April 18, 2016
         Filed Pro Se

In re In and Out Market, Inc.
   Bankr. D. Conn. Case No. 16-30599
      Chapter 11 Petition filed April 18, 2016
         See http://bankrupt.com/misc/ctb16-30599.pdf
         filed Pro Se

In re John J. Pappas, Sr.
   Bankr. N.D. Ill. Case No. 16-13061
      Chapter 11 Petition filed April 18, 2016
         Represented by: David K Welch, Esq.
                         CRANE HEYMAN SIMON WELCH & CLAR
                         E-mail: dwelch@craneheyman.com

In re Thomas A Pickett and Katherine D Pickett
   Bankr. W.D. La. Case No. 16-50534
      Chapter 11 Petition filed April 18, 2016
         represented by: Thomas E. St. Germain, Esq.
                         WEINSTEIN LAW FIRM
                         E-mail: ecf@weinlaw.com

In re Robert G Carrier and Cindy B Carrier
   Bankr. D. Md. Case No. 16-15212
      Chapter 11 Petition filed April 18, 2016
         represented by: John C. Gordon, Esq.
                         E-mail: johngordon@me.com

In re Ferhana Desai
   Bankr. D. Md. Case No. 16-15238
      Chapter 11 Petition filed April 18, 2016
         represented by: John Douglas Burns, Esq.
                         THE BURNS LAWFIRM, LLC
                         E-mail: ecf@burnsbankruptcyfirm.com

In re Michael L. Burris and Vicki L. Burris
   Bankr. D.N.M. Case No. 16-10929
      Chapter 11 Petition filed April 18, 2016
         represented by: Russell C Lowe, Esq.
                         E-mail: rustylowe462@gmail.com

In re Christian Brothers Construction Corp.
   Bankr. E.D.N.Y. Case No. 16-71672
      Chapter 11 Petition filed April 18, 2016
         Filed Pro Se

In re Caravan II LLC
   Bankr. W.D. Pa. Case No. 16-21471
      Chapter 11 Petition filed April 18, 2016
         See http://bankrupt.com/misc/pawb16-21471.pdf
         represented by: Robert O Lampl, Esq.
                         E-mail: rol@lampllaw.com

In re Ruben Ocasio Pino and Yelitza I. Rodriguez-De-Jesus
   Bankr. D.P.R. Case No. 16-03030
      Chapter 11 Petition filed April 18, 2016
         represented by: Jesus Enrique Batista Sanchez, Esq.
                         THE BATISTA LAW GROUP, PSC
                         E-mail: jesus.batista@batistalawgroup.com

In re PMT Investments LLC
   Bankr. M.D. Tenn. Case No. 16-02735
      Chapter 11 Petition filed April 18, 2016
         See http://bankrupt.com/misc/tnmb16-02735.pdf
         represented by: William L Norton III, Esq.
                         BRADLEY ARANT BOULT CUMMINGS LLP
                         E-mail: bnorton@babc.com

In re Diamond Xpress, LLC
   Bankr. W.D. Tenn. Case No. 16-23669
      Chapter 11 Petition filed April 18, 2016
         See http://bankrupt.com/misc/tnwb16-23669.pdf
         represented by: Russell W. Savory, Esq.
                         BEARD & SAVORY, PLLC
                         E-mail: russ@bsavory.com

In re CDR Strainers & Filters, Inc.
   Bankr. S.D. Tex. Case No. 16-31997
      Chapter 11 Petition filed April 18, 2016
         See http://bankrupt.com/misc/txsb16-31997.pdf
         represented by: Susan Tran, Esq.
                         CORRAL TRAN SINGH LLP
                         E-mail: susan.tran@ctsattorneys.com


In re Alfredo Delgado
   Bankr. C.D. Cal. Case No. 16-11174
      Chapter 11 Petition filed April 19, 2016
         represented by: M Jonathan Hayes, Esq.
                         SIMON RESNIK HAYES LLP
                         E-mail: jhayes@srhlawfirm.com

In re Christopher R. Graham
   Bankr. S.D. Ga. Case No. 16-40596
      Chapter 11 Petition filed April 19, 2016
         represented by: Jon A. Levis, Esq.
                         MERRILL & STONE, LLC
                         E-mail: bkymail@merrillstonehamilton.com

In re Eternal Jewelers, Inc.
   Bankr. N.D. Ill. Case No. 16-13337
      Chapter 11 Petition filed April 19, 2016
         See http://bankrupt.com/misc/ilnb16-13337.pdf
         represented by: David P Lloyd, Esq.
                         DAVID P. LLOYD, LTD.
                         E-mail: courtdocs@davidlloydlaw.com

In re Jerry Davis Porter
   Bankr. D. Md. Case No. 16-15267
      Chapter 11 Petition filed April 19, 2016
         Represented by: William C. Johnson Jr., Esq.
                         E-mail: wcjjatty@yahoo.com

In re Fred Hal Baggett and Dorris H Baggett
   Bankr. N.D. Miss. Case No. 16-11356
      Chapter 11 Petition filed April 19, 2016
         represented by: Craig M. Geno, Esq.
                         LAW OFFICES OF CRAIG M. GENO, PLLC
                         E-mail: cmgeno@cmgenolaw.com


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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
e-mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Peter A.
Chapman at 215-945-7000 or Nina Novak at 202-362-8552.

                   *** End of Transmission ***